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        T R O U B L E D   C O M P A N Y   R E P O R T E R

              Friday, March 21, 2003, Vol. 7, No. 57    

                          Headlines

ACTUANT CORP: Narrows Feb. 28 Net Capital Deficit to $30 Million
ADELPHIA COMMS: Names Joe Bagan as Chief Administrative Officer
ADVANCED TISSUE: Court Confirms Chapter 11 Liquidating Plan
ADVANCED TISSUE: Court Clears NouriCel Asset Sale to SkinMedica
AIR CANADA: Implements Flexible Rebooking Policy Immediately

ALASKA AIR: S&P Assigns B+ Rating to New $150 Million Notes
ARMSTRONG HOLDINGS: Insolvent After $2.5 Billion Asbestos Charge
ATA HOLDINGS: Renames Principal Subsidiary to ATA Airlines Inc.
BETHLEHEM STEEL: ISG Puts Management Transition Team in Place
BETHLEHEM STEEL: Court Approves Credit Suisse's Engagement

BREAKWATER RESOURCES: Will Need New Funding if Zinc Price Falls
BURLINGTON INDUSTRIES: Vanguard Fiduciary Dumps Equity Stake
CALL-NET ENTERPRISES: Tinkering with Shareholder Rights Plan
CANWEST GLOBAL: Denies Reports re News Service Initiative
CENTERPOINT ENERGY: Prices $650 Million Senior Debt Offering

CENTRAL EUROPEAN MEDIA: F. Klinkhammer Reports 6% Equity Stake
CHARTER COMMS: Promotes Wayne Davis to SVP of Engineering Ops.
CHESAPEAKE ENERGY: Board Declares Common & Preferred Dividends
CONSECO INC: Wants Approval to Sell GM Building in New York City
CONTINENTAL AIRLINES: Downsizes Senior Management by 25%

CONTINENTAL AIRLINES: Four Senior Executive Officers Retire
CONTINENTAL AIRLINES: Barry Simon Retires as SVP International
CONTINENTAL AIRLINES: Kuniaki Tsuruta Retires as SVP Purchasing
CONTINENTAL AIRLINES: Bonnie Reitz Bids Goodbye as SVP Sales
CONTINENTAL AIRLINES: George Mason Retires as SVP Technical Ops.

COX TECHNOLOGIES: Shareholders Approve Stock Purchase Agreement
CYBERIAN OUTPOST: Fry's Electronics Reports 10.933% Equity Stake
DIGEX INC: Dec. 31, 2002 Balance Sheet Upside-Down by $43 Mill.
EL PASO ENERGY: S&P Rates $250 Million Senior Sub. Notes at BB-
ELIZABETH ARDEN: S&P Affirms B/CCC+ Ratings with Stable Outlook

EMAGIN CORP: Provides Business Update and Q4 Revenue Guidance
EMBARCADERO AIRCRAFT: S&P Drops Class B Notes Rating to D
ENRON CORP: Board Okays Proposal to Create New Pipeline Company
ENRON CORP: Northern Border Expects Less Impact from PipeCo Plan
ENRON CORP: Court Fixes Procedures for Mauritius Professionals

EOTT ENERGY: Asks Court to Fix Albuquerque Area Claims Bar Date
EVOLVE SOFTWARE: Files Chapter 11 Petition to Effect Asset Sale
EVOLVE SOFTWARE: Case Summary & 20 Largest Unsecured Creditors
FAIRFIELD MANUFACTURING: Misses Preferred Share Dividend Payment
FEDERAL-MOGUL: Wants to File Disclosure Statement by April 21

GENERAL BINDING: George Bayly is Presiding Independent Director
GENUITY INC: Judge Beatty Compels Deutsche Bank to Produce Docs.
GEOKINETICS INC: Shareholders Approve Restructuring Transactions
GLOBAL CROSSING: Urges Court to Clear Techtel Settlement Pact
GLOBAL CROSSING: Integrates Web Conferencing to Ready-Access

GMAC COMMERCIAL: S&P Assigns BB Prelim. Rating to Class F Notes
GROUP MANAGEMENT: Files Chapter 11 Petition in N.D. Georgia
GROUP MANAGEMENT: Chapter 11 Case Summary
HEALTHSOUTH CORP.: S&P Hatchets Low-B Ratings Over Fraud Charges
HEXCEL CORP: Obtains $115 Million Asset-Based Credit Facility

HEXCEL CORP: Completes Capital Structure Refinancing Transaction
INTERPUBLIC GROUP: Firms-Up Fourth Quarter Earnings Restatement
KMART CORP: Court Approves Salton Pact to Settle Claims Dispute
LA QUINTA: Completes $325-Million Senior Notes Private Placement
MAGELLAN HEALTH: Wants More Time to File Schedules & Statements

MALAN REALTY: Selling Additional Properties for about $63 Mill.
MERA PHARMACEUTICALS: Fails to Beat Form 10-QSB Filing Deadline
METRIS COS.: Secures $850-Mill. Warehousing Financing Facilities
MORGAN GROUP: Wants Court's Nod to Hire Phil Hahn as Auctioneer
MTS/TOWER RECORDS: Delays Filing of January Results on Form 10-Q

NEORX CORPORATION: Transfers Listing to Nasdaq SmallCap Market
NEW CENTURY EQUITY: Has Until May 12 to Meet Nasdaq Requirements
NUEVO ENERGY: Expects $13M Loss on Disposal of Brea Olinda Field
OAKWOOD HOMES: Court Approves Robinson McFadden as Counsel
ONTARIO STORE: Workers Strap Themselves to Company's "Assets"

PACIFIC GAS: CPUC Nixes Request for Attrition Revenue Adjustment
PEABODY ENERGY: Reports Human Resources Management Changes
PG&E NATIONAL: Seminole Canada Acquires Energy Trading Unit
PILLOWTEX CORP: Gotham Partners Discloses 6.51% Equity Stake
POLAROID: Earns Approval to Hire Ernst & Young as Tax Advisors

PRECISION PARTNERS: S&P Cuts Ratings to SD/D over Missed Payment
ROUGE INDUSTRIES: Falls Below NYSE Minimum Listing Requirements
SAFETY-KLEEN: Delaware Court Approves Disclosure Statement
SERVICE MERCHANDISE: Plan Administrator's Function & Appointment
SNAPPER-BEAR: Chapter 11 Case Summary & List of Creditors

SPIEGEL GROUP: Taps Shearman and Sterling as Chapter 11 Counsel
TELESYSTEM: Sells Interest in Romanian Unit to Repay Bank Debt
TENFOLD CORP: Terminates Financing Agreement with Fusion Capital
TOR MINERALS INT'L: Ernst & Young Expresses Going Concern Doubt
UNION ACCEPTANCE: Sells $300MM in Receivables to FIFS Affiliate

UNITED AIRLINES: Court Fixes May 12, 2003 as General Bar Date
WILLIAMS COS.: Form 10-K Contains New Bankruptcy Risk Language
WINDSOR WOODMONT: Court OKs FTI as Irell & Manella's Consultant
WORLDCOM: Wants Go-Signal to Reject 86 Vacant Sonet Ring Pacts
ZENITH NATIONAL: Fitch Affirms BB+ Trust I Securities Rating

* Fitch Says '03 High Yield Default Tally Off to Promising Start

BOOK REVIEW: MERCHANTS OF DEBT: KKR and the Mortgaging
             of American Business

                          *********

ACTUANT CORP: Narrows Feb. 28 Net Capital Deficit to $30 Million
----------------------------------------------------------------
Actuant Corporation (NYSE:ATU) announced results for its second
quarter ended February 28, 2003. Second quarter sales increased
approximately 31% to $142.1 million compared to $108.4 million
in the prior year. Current year results include those from
Heinrich Kopp AG, which was acquired on September 3, 2002.
Excluding Kopp and the impact of foreign currency exchange rate
changes on translated results, second quarter sales increased
approximately 2%. Second quarter fiscal 2003 net earnings and
diluted earnings per share were $7.1 million and $0.58 per
diluted share, respectively. This compares favorably to net
earnings of $4.0 million, or $0.44 per diluted share, for the
second quarter of fiscal 2002.

Sales for the six months ended February 28, 2003 were $290.0
million, approximately 31% higher than the $221.6 million in the
comparable prior year period. Excluding Kopp and the impact of
foreign currency rate changes on translated results, sales for
the six-month period increased 3%. Net earnings for the six-
months ended February 28, 2003 were $9.0 million, or $0.73 per
diluted share, compared to $1.4 million, or $0.16 per diluted
share for the comparable prior year period. The Company recorded
net of tax special charges of $1.3 million, or $0.10 per diluted
share, in the first quarter of fiscal 2003 related to the early
extinguishment of debt and $4.7 million, or $0.39 per diluted
share, related to litigation matters associated with businesses
divested prior to the spin-off of APW Ltd. in July 2000. In
addition, the Company adopted Statement of Financial Accounting
Standards No. 142, "Goodwill and Other Intangible Assets" at the
beginning of fiscal 2002, which resulted in a net cumulative
effect of accounting change charge of $7.2 million, or $0.81 per
diluted share. Excluding these special charges, fiscal 2003
first-half net earnings and diluted EPS were $15.0 million and
$1.22 per diluted share, compared to $8.6 million and $0.97 per
diluted share, respectively, in the prior year.

Commenting on the results, Robert C. Arzbaecher, President and
CEO of Actuant, stated, "Overall we are pleased with second
quarter results. We favorably settled the patent infringement
litigation in our RV business, generated strong cash flow and
made significant progress with integration and restructuring
activities at Kopp. Sales grew 2%, excluding acquisitions and
currency rate changes, and diluted earnings per share increased
32% despite challenging economic conditions. Actuant is
positioned for additional future growth from convertible top
actuation as well as profit improvements at both Kopp and our
core businesses due to cost reduction activities. Excluding
special charges, diluted EPS has increased in each of the last
seven quarters.

"Economic conditions and customer demand in some of our markets
weakened as the second quarter progressed. To reduce the impact
of further economic deterioration, we will be taking actions in
the third and fourth quarters to reduce costs including
headcount reductions and facility closures. This is expected to
result in pretax restructuring provisions of $2-$3 million over
the next six months, which will be partially offset by an
expected pretax currency gain of $1 million upon the liquidation
of a Mexican subsidiary. Despite the weakening economy and the
restructuring costs, we continue to believe that forecasted
results, excluding the special charges from the first quarter,
will be in the previously endorsed ranges of $545-$575 million
of sales, $90-$95 million of EBITDA (earnings before interest,
taxes, depreciation, and amortization) and $2.75-$3.00 of
diluted EPS. However, given the restructuring costs and
uncertainties in the Middle East, it is likely we will be in the
lower half of our full year EPS range. We are expecting third
quarter sales to be in the $140-$145 million range, and diluted
EPS, excluding restructuring costs, of approximately $0.77-
$0.83. The effect on the Company of any armed conflict involving
the United States or any terrorist activity cannot be predicted,
but could be significant."

Fiscal 2003 second quarter sales in the Tools & Supplies segment
were $90.7 million, or approximately 45%, higher than last
year's $62.3 million due primarily to the Kopp acquisition and
foreign currency rate changes. Excluding Kopp and the impact of
foreign currency rate changes, Tools & Supplies segment revenues
were essentially unchanged. Current year second quarter sales in
the Engineered Solutions segment increased approximately 12% to
$51.4 million, compared to $46.1 million in the previous year,
on higher demand in the heavy-duty truck cab-tilt and automotive
convertible top markets, and the favorable impact of foreign
currency. Excluding foreign currency rate changes, Engineered
Solutions sales increased 4%.

Actuant's second quarter EBITDA was $20.6 million, or 7% higher
than the $19.2 million reported last year. As expected, EBITDA
margins declined due to the addition of Kopp, which currently
generates lower margins than other Actuant business units.

Total debt decreased approximately $14 million during the
quarter to $193.7 million at February 28, 2003. Due to the
significant reduction in average outstanding debt as compared to
fiscal 2002 and lower market interest rates, net financing costs
declined 45% from $9.8 million in the second quarter of last
year to approximately $5.4 million for the current year second
quarter.

At February 28, 2003, the Company's balance sheet shows a total
shareholders' equity deficit of about $30 million, down from
about $44 million recorded at August 31, 2002.

Actuant, headquartered in Milwaukee, Wisconsin, is a diversified
industrial company with operations in more than 20 countries.
The Actuant businesses are leading companies in highly
engineered position and motion control systems and branded
tools. Products are offered under such established brand names
as Enerpac, Gardner Bender, Kopp, Milwaukee Cylinder, Nielsen
Sessions, Power-Packer, and Power Gear.


ADELPHIA COMMS: Names Joe Bagan as Chief Administrative Officer
---------------------------------------------------------------
Adelphia Communications Corporation (OTC: ADELQ) announced two
additions to its senior management team. Joe Bagan was named
Senior Vice President and Chief Administrative Officer and
Marwan Fawaz was named Senior Vice President of Engineering and
Chief Technology Officer.

Bagan will be responsible for Adelphia's information technology
and services, including customer billing. In addition, he will
manage company- wide logistics and supply chain, vendor
management and several special projects including Adelphia's
ongoing CLEC activity as well as the issues associated with the
Company's former subsidiary, Adelphia Business Solutions.

Fawaz will be responsible for ensuring Adelphia's technology
platform is robust, secure and efficient, as well as capable of
providing Adelphia customers with a suite of advanced services
to meet their current and future entertainment and information
needs.

Adelphia President and Chief Operating Officer Ron Cooper said,
"We're extremely pleased to have such proven cable industry
leaders as Joe Bagan and Marwan Fawaz leading our technology
efforts. In addition to Joe's deep IT experience, he also has a
strong financial background. Marwan has extensive technology
management expertise as well as considerable experience in cable
operations and business strategy.

"The deployment of new technologies while maximizing efficiency
-- both on our cable and broadband systems and in our back
office functions -- is extremely important to our goal of
providing the advanced services our customers want coupled with
first-rate customer support. I'm confident that Joe and Marwan
will make sure our technology and systems meet the needs of our
millions of customers and thousands of employees."

Joe Bagan said, "I am looking forward to leading the effort to
further strengthen and enhance Adelphia's considerable
information infrastructure."

Marwan Fawaz said, "I am eager to help Adelphia make its
underlying technology the best that it can be while supporting
the Company's ability to provide excellent service to our
customers."

Joe Bagan joins Adelphia from AT&T Broadband, where he served as
Chief Information Officer. Bagan previously worked as the acting
CFO for Ricochet Networks. Prior to that he was at Arthur
Andersen as Partner in Charge of the Southwest U.S.
Communications and High Tech consulting practice, where he
focused on large-scale merger integration, systems and
technology deployments, and financial consulting.

Marwan Fawaz brings more than 18 years of experience in the
cable and broadband industries. He joins Adelphia from Vulcan
Inc. Investment Management Group, where he served as a
technology investment specialist. Prior to that he held senior
engineering, operations and technology positions at MediaOne,
Inc., Pilot House Ventures, Times Mirror Cable Television, and
Charter Communications. His experience encompasses cable and
broadband engineering, technical operations and business
development. Fawaz serves on several technology advisory boards.
He has also served on engineering committees at CableLabs and
the Society of Cable Telecommunications Engineers. Marwan holds
BSEE and MSEE degrees in telecommunications and electrical
engineering.

Adelphia Communications Corporation is the sixth-largest cable
television company in the country. It serves 3,500 communities
in 32 states and Puerto Rico, and offers analog and digital
cable services, high-speed Internet access (Adelphia Power
Link), and other advanced services.

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


ADVANCED TISSUE: Court Confirms Chapter 11 Liquidating Plan
-----------------------------------------------------------
Advanced Tissue Sciences, Inc., (OTC BB: ATISQ) said that the
United States Bankruptcy Court for the Southern District of
California has confirmed the company's Chapter 11 Liquidating
Plan of Reorganization.

The key provisions of the Plan include the following:

-- The Effective Date of the Plan is 5 p.m. eastern time on
   March 31, 2003.

-- All secured and unsecured creditors with allowed claims will
   be paid in full with interest within 30 days of the Effective
   Date. Disputed claims will be resolved by agreement or by the
   Court prior to any payment on account of those claims.

-- A liquidating trust will be formed to distribute any
   available cash from the liquidation of the company's assets
   to date and any future liquidation of its remaining assets.

-- On the Effective Date, all of the shares of the company's
   common stock will be automatically cancelled and converted
   into non-trading, non-transferable interests in the
   liquidating trust and the company's stock transfer books will
   be closed. Holders of the company's common stock on the
   Effective Date will receive an interest in the trust equal to
   the pro rata interest they previously held in the common
   stock of the company.

-- No certificates or other documentary evidence representing
   the beneficial interests in the trust will be issued.
   Beneficial interests in the trust will not be transferable,
   except by operation of law. Neither the company nor the
   trustee of the Liquidating Trust will recognize any interest
   claimed by any person who purports to trade in the company's
   stock after the Effective Date or who otherwise claims a
   beneficial interest in the trust acquired after the Effective
   Date.

-- Effective as of the Effective Date, the company is requesting
   the delisting of its common stock with NASDAQ. The company
   will not be listing the trust interests with NASDAQ or on any
   other market. Upon the Effective Date, the company also
   intends to terminate its registration under the Exchange Act.

-- If cash is available for distribution to stockholders, the
   initial distribution by the trust to former stockholders will
   occur not later than 60 days after the Effective Date.
   Further distributions, if any, will follow from available
   cash as funds are collected and/or assets are sold.

The specific terms of the Plan and other information important
to stockholders and creditors are discussed more fully in the
Plan and Disclosure Statement. Stockholders and creditors are
urged to read the Plan and Disclosure Statement in their
entirety. These documents were filed with the Securities and
Exchange Commission on Feb. 10, 2003 as exhibits to the
company's current report on Form 8K. The Form 8-K, including
exhibits, can be viewed at the SEC's Internet site at
http://www.sec.gov


ADVANCED TISSUE: Court Clears NouriCel Asset Sale to SkinMedica
---------------------------------------------------------------
Advanced Tissue Sciences, Inc., (OTC BB: ATISQ) announced that
the United States Bankruptcy Court for the Southern District of
California has approved the company's motion under section 363
of the U. S. Bankruptcy Code to allow the sale of its
NouriCel(TM) product line and related intellectual property to
SkinMedica, Inc.

SkinMedica will pay the company $7 million for the assets
purchased in the form of a $5 million cash payment upon closing
and a $2 million, two-year, promissory note secured by the
assets purchased from Advanced Tissue Sciences. Those assets
include all Advanced Tissue Sciences' rights, title and interest
in the nutrient solution known as NouriCel(TM) and NouriCel-
MD(TM), related patents, trademarks and other related
intellectual property, equipment and inventory.

Specified existing obligations of SkinMedica to the company will
terminate upon closing, including Advanced Tissue Sciences'
right to acquire common stock of SkinMedica. The existing
development, license and supply agreement will also terminate.
The companies will work to close the transaction as quickly as
possible.


AIR CANADA: Implements Flexible Rebooking Policy Immediately
------------------------------------------------------------
Effective immediately, Air Canada has implemented a policy
providing customers holding discounted tickets greater
flexibility to make changes to future travel dates. The policy
has been implemented in recognition of increasing customer
uncertainty regarding travel in view of impending military
conflict with Iraq and applies to travel on Air Canada, Air
Canada Jazz, Tango and Air Canada codeshare flights operated by
ZIP and Star Alliance partners as well as Aeroplan reward
travel.

Effective immediately, customers holding discounted tickets for
travel to/from the United States or international destinations
during the next 30 days may change their travel dates without
penalty, with all travel completed by December 31, 2003.

Also effective immediately, customers who have commenced travel
to the United States or international destinations on discounted
tickets and now wish to return earlier than planned to Canada or
their point of origin may also re- book their travel at no
penalty.

Regular travel restrictions on discounted tickets continue to
apply for travel within Canada.

To be eligible, customers who choose to postpone their travel
need to contact Air Canada Reservations at 1-888-247-2262 or
their travel agent prior to their originally scheduled departure
date. Future reservations are subject to availability and
applicable fare rules.

Air Canada continues to monitor developments closely and will
communicate any further changes to its policies, as necessary.

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

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


ALASKA AIR: S&P Assigns B+ Rating to New $150 Million Notes
-----------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' rating to
Alaska Air Group Inc.'s $150 million floating rate senior
convertible notes due 2023. The issue is a Rule 144A private
placement with registration rights. Standard & Poor's placed the
rating on these notes on CreditWatch with negative implications.

Standard & Poor's existing ratings on Alaska Air Group and
subsidiary Alaska Airlines Inc., including the 'BB' corporate
credit rating, remain on CreditWatch with negative implications,
where they were placed on March 18, 2003.

The CreditWatch listing reflects risks relating to an apparently
imminent attack by the U.S. and its allies against Iraq. The
CreditWatch listing is part of a broader industry review that
covers nine U.S. and three European passenger airlines, already
battered by the effects of the Sept. 11, 2001, attacks and their
aftermath, now face further financial damage from a war," said
Standard & Poor's credit analyst Betsy Snyder. "The airlines
have already been hurt by high fuel prices and the depressing
effect of uncertainty on business activity," the credit analyst
continued.

These trends are expected to worsen in the short term. Fuel
prices could spike higher still in the short term, with a
subsequent decline likely to be less rapid than during the
Persian Gulf War in 1991. Travel bookings have already weakened
somewhat, and the threat of war will very likely cause a further
deterioration. The severity of the traffic decline will depend
on how long and how difficult for the U.S. and its allies the
war proves to be, and on whether the war is accompanied by any
further terrorist attacks. Even in the most favorable scenario-a
rapid victory by the U.S. and its allies, with no significant
terrorist attacks-already weakened airlines will incur further
substantial losses and cash outflow.

The ratings on Alaska Air Group reflect its medium-sized route
network serving competitive markets, offset by relatively low
operating costs and a relatively strong financial profile.
Alaska Air Group is the holding company for Alaska Airlines
Inc., its major operating subsidiary, and Horizon Air Industries
Inc. Alaska Airlines is the nation's 10th-largest airline. It
operates hubs at Seattle, Wash.; Portland, Ore.; and Anchorage,
Alaska. From these hubs, the airline serves destinations in
Alaska from the lower 48 states, as well as destinations along
the West Coast of the U.S., Canada (Vancouver), and Mexico. More
recently, the company has begun to serve East Coast destinations
from Seattle -- including flights to Washington, D.C.; Newark,
N.J.; Boston, Mass.; and Miami, Fla.

Ratings could be lowered if events leading up to and during an
Iraq war and/or further terrorist attacks materially affect
earnings and liquidity.


ARMSTRONG HOLDINGS: Insolvent After $2.5 Billion Asbestos Charge
----------------------------------------------------------------
Armstrong Holdings, Inc., (OTC Bulletin Board: ACKHQ) reported
fourth quarter 2002 net sales of $752.1 million that were about
2 percent higher than fourth quarter sales of $738.3 million in
2001. Strong sales growth in Wood Flooring was augmented by
growth in Building Products, while sales in Resilient Flooring
and Cabinets declined.

During the fourth quarter of 2002, Armstrong recorded a non-cash
charge of $2.5 billion to increase the Company's estimated
asbestos-related liability. This charge was the result of
progress in the Chapter 11 proceedings, including the filing of
a Plan of Reorganization and proposed Disclosure Statement with
the U.S. Bankruptcy Court during the fourth quarter of 2002.

Fourth quarter 2002 operating loss from continuing operations of
$2,485.8 million compares to income of $1.8 million in the
fourth quarter of 2001. The fourth quarter of 2001 included $5.7
million of goodwill amortization for which there was not a
corresponding expense in 2002.

The following table shows operating income prior to the asbestos
charge and goodwill amortization.

In the fourth quarter of 2002, earnings benefited primarily from
increased net sales and improved operating performance in Wood
Flooring, which were partially offset by inefficiencies in
Cabinets and a $4.4 million decreased U.S. pension credit. The
fourth quarter of 2001 included a $6.0 million restructuring
charge, while the corresponding 2002 period had a $0.2 million
restructuring reversal.

                      Full Year Results

Net sales in 2002 of $3.17 billion increased slightly from $3.14
billion in 2001. Strong sales growth in Wood Flooring and a
slight increase in Cabinets were partially offset by lower sales
in Textiles and Sports Flooring, Resilient Flooring and Building
Products.

An operating loss in 2002 of $2,337.3 million compares to
operating income of $140.1 million in 2001. 2002 included an
asbestos-related charge of $2.5 billion, while 2001 included
goodwill amortization of $22.8 million and an asbestos-related
insurance asset recovery charge of $22.0 million. The following
table shows operating income prior to asbestos charges and
goodwill amortization.

Weak commercial markets and European economies hurt 2002's
results. In addition, a $17.6 million lower U.S. pension credit
and increased costs for medical benefits negatively impacted
results.

At December 31, 2002, the Company's balance sheet shows that
total liabilities exceeded its total assets by about $1.3
billion.

More details on the Company's performance can be found in its
Form 10-K, filed with the SEC.

               Segment Highlights for the Full Year

Resilient Flooring net sales in 2002 of $1,152.3 million
decreased 1.0% from $1,164.2 million in 2001. Operating income
of $64.5 million in 2002 compares to operating income in 2001 of
$70.8 million, which included $2.4 million of goodwill
amortization.

Wood Flooring net sales of $719.3 million in 2002 increased 9.8%
from $655.3 million in 2001. Operating income increased to $53.0
million in 2002. Operating income of $0.9 million in 2001
included $19.8 million of goodwill amortization and $4.1 million
of severance costs related to restructuring.

Textiles and Sports Flooring net sales in 2002 declined to
$247.2 million from $262.9 million. A 2002 operating loss of
$4.7 million compares to an operating loss in 2001 of $0.7
million, which included restructuring charges of $1.2 million.

Building Products net sales of $826.6 million in 2002 decreased
slightly from $831.0 million in 2001. Operating income increased
to $96.5 million from operating income of $92.4 million in 2001.

Cabinets' net sales in 2002 of $226.9 million increased from
$225.3 million in 2001. An operating loss of $3.9 million in
2002 compares to operating income of $15.2 million in 2001. The
operating loss primarily resulted from $10.9 million of
increased manufacturing costs for material, labor and supply
chain inefficiencies and $6.8 million in charges for inventory
write-downs.

Armstrong Holdings, Inc. is the parent company of Armstrong
World Industries, Inc., a global leader in the design and
manufacture of floors, ceilings and cabinets. In 2002,
Armstrong's net sales totaled more than $3 billion. Based in
Lancaster, PA, Armstrong has 50 plants in 15 countries and
approximately 16,000 employees worldwide. More information about
Armstrong is available on the Internet at
http://www.armstrong.com  

Armstrong Holdings Inc.'s 9.00% bonds due 2004 (ACKH04USR1) are
trading at about 58 cents-on-the-dollar, says DebtTraders. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=ACKH04USR1
for real-time bond pricing.


ATA HOLDINGS: Renames Principal Subsidiary to ATA Airlines Inc.
---------------------------------------------------------------
ATA Holdings Corp. (NASDAQ:ATAH) -- whose corporate credit is
rated by Standard & Poor's at 'B-' -- has changed the name of
its principal subsidiary, American Trans Air, Inc., to ATA
Airlines, Inc., to avoid confusion with similarly named airlines
and to more closely align the airline's name with that of its
parent.

The name change comes 10 months after the company's shareholders
voted to change the name of the parent company from Amtran,
Inc., to ATA Holdings Corp., during the Annual Shareholders'
Meeting in May 2002.

ATA operates significant scheduled service from Chicago-Midway,
Indianapolis, St. Petersburg, Fla. and San Francisco to more
than 40 business and vacation destinations, including Boston,
Charlotte, N.C., Honolulu, Los Angeles, Miami, New York (LGA),
Philadelphia, San Juan, Puerto Rico and Washington, D.C.
International destinations include Cancun, Guadalajara and
Puerto Vallarta, Mexico, Montego Bay, Jamaica, Aruba and Grand
Cayman. ATA Holdings Corp. common stock trades on the NASDAQ
Stock Market under the symbol "ATAH."

Now celebrating its 30th year of operation, ATA is the nation's
10th largest passenger carrier based on revenue passenger miles
flown. To learn more about the company, visit the Web site at
http://www.ata.com


BETHLEHEM STEEL: ISG Puts Management Transition Team in Place
-------------------------------------------------------------
The International Steel Group Inc., (ISG) announced the
appointment of V. John Goodwin to the newly created position of
chief operating officer. The Company also announced the leaders
of several Transition Teams which will ensure the efficient
integration of the Bethlehem Steel assets into ISG, thereby
creating the largest and most efficient integrated steel company
in North America.

"John Goodwin is among the most knowledgeable and experienced
operating executives in the global steel industry," said Rodney
B. Mott, president and chief executive officer. "He has
distinguished himself in senior leadership positions at both
integrated and minimill steel companies and has an international
reputation for success. John's leadership will increase the
depth of our management team and help us smoothly integrate the
operations of Bethlehem Steel into those of ISG for the maximum
benefit of our customers, employees and investors," Mott said.

John Goodwin, 59, was president and chief executive officer of
Steel Consultants, a Chicago-based advisory group providing
expert services to restructuring and underperforming companies.
He served as a special advisor to Cleveland Cliffs in matters
related to the LTV Steel assets and to ISG in regard to the
assets of Bethlehem Steel. His engagement by Cardinal Growth
resulted in the successful sale of Acme Steel.  Mr. Goodwin also
was president and chief executive officer of Beta Steel, a
privately held, flat-rolled steel minimill, and chief executive
officer of National Steel Corp., which achieved record profits
under his leadership. Prior to these positions he was general
manager of U. S. Steel's Gary Works and Mon Valley Works. He
holds an MBA from Monmouth College and a Bachelor of Science
Degree in Electrical Engineering from Clarkson College.

                     Transition Teams

The International Steel Group also announced the formation of a
Transitional Management Team in anticipation of a late April
completion of the purchase of the Bethlehem Steel assets. The
team's primary responsibility is to ensure customers of
continued high quality products and on-time delivery, while
working with the leadership of the United Steelworkers of
America to create a globally competitive company.

"The Transition Team is an impressive group of steel operating
managers who share our vision for the best steel plants in North
America. Their talent, experience and work ethic will assure a
bright future for the people and communities who depend on the
continued operation of these plants," said Rodney Mott. The
following appointments are effective immediately. Other
appointments will be announced in the near future.

John C. Mang, III, 50, transition team leader -- Bethlehem's
Burns Harbor, Indiana facility. Mr. Mang was vice president and
general manager - ISG Cleveland. He holds an Executive MBA from
Northwestern University and the Bachelor of Science degree in
Industrial Management from Purdue University. He has 32 years of
increasing management responsibility in the integrated steel
industry. He was vice president and general manager of LTV
Steel's Indiana Harbor Works before being named LTV Steel's
senior vice president of operations.

John D. Lefler, 56, transition team leader -- Bethlehem's
Sparrows Point, Maryland facility.  Mr. Lefler joins ISG as a
vice president of operations. He has 36 years of steel industry
management experience and a broad business and technical
background. He was president and chief executive officer of
Minnesota Iron and Steel and president and chief executive
officer of Gulf States Steel. He also held progressively more
responsible management positions during a 20-year career at U.S.
Steel. Mr. Lefler holds a Master of Industrial Engineering
Degree from Cornell University.

William McKenzie, 47, transition team leader -- at Bethlehem's
Coatesville, Pennsylvania steel plate facility. He was general
manager of ISG's Warren Coke facility.  Mr. McKenzie has 25
years of steel management experience including 8 years at
Weirton Steel and 14 years at Nucor Steel. He holds the Bachelor
of Science degree in Mechanical Engineering from the West
Virginia University.

Brian Stack, 50, transition team leader -- Bethlehem's Columbus
Coatings plant in Columbus, Ohio. He was operations manager/vice
president of AK/ISG Steel Coating Company in Cleveland. Mr.
Stack holds a Bachelor of Science degree in Metallurgical
Engineering from the University of Illinois-Urbana. He began his
steel industry career at LTV Steel's Hennepin (Illinois) Works.
His subsequent assignments included leadership positions in
quality assurance. He is credited with achieving ISO
certification for LTV Steel's Cleveland Works.

ISG also announced that William Brake, Jr., 42, has been
promoted to general manager, ISG Cleveland where he had been
division manager of hot rolling operations. Mr. Brake holds a
Bachelor of Science Degree in Electrical Engineering from Case
Western Reserve University and an MBA from the Weatherhead
School of Management. He began his steel management career in
1987 at LTV Steel's Cleveland Works.

ISG and Bethlehem Steel signed an asset purchase agreement on
March 13, 2003. The agreement has been presented to the U. S.
Bankruptcy Court for the Southern District of New York. The
Court is expected to hold a hearing on the agreement on or about
April 22. ISG expects to complete the sale as early as the end
of April.

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


BETHLEHEM STEEL: Court Approves Credit Suisse's Engagement
----------------------------------------------------------
Bethlehem Steel Corporation and its debtor-affiliates obtained
the Court's authority to employ and retain Credit Suisse First
Boston Corporation as the additional principal financial
advisor, nunc pro tunc to July 15, 2002.  Credit Suisse assists
the Debtors' Senior Management and, at the same time,
complements the continuing financial advisory services performed
by Greenhill & Co. LLC.

Pursuant to the July 15, 2002 Engagement Letter, Credit Suisse
will assist the Debtors with:

   (i) the resolution of the Debtors' needs to restructure their
       operating costs and, in particular:

       -- the attainment of a new Collective Bargaining
          Agreement with the United Steelworkers of America --
          USWA; or

       -- other resolution of labor issues relating to staffing,
          OPEB, outsourcing, wages, etc.

       Credit Suisse will aid the Debtors in achieving a
       Restructuring Transaction including the terms and timing
       of the transaction.  However, the Debtors will retain
       their own legal counsel and accountants for legal and tax
       advice;

  (ii) the preparation of Offer Documents to the extent those
       documents relate to the terms of a Restructuring
       Transaction;

(iii) the formulation of a plan of reorganization or analyzing
       any plan of reorganization proposed.  Credit Suisse also
       will assist in the plan negotiations and plan
       confirmation process.  It will assist with the
       preparation and presentation of expert testimony relating
       to financial matters, if required; and

  (iv) the evaluation and negotiation of any M&A Transaction.

In turn, the Debtors will pay Credit Suisse nonrefundable fees
and reimburse it for its reasonable out-of-pocket expenses:

   (i) a nonrefundable cash fee of $150,000 per month with the
       first installment payable on the date which is the one-
       month anniversary of the execution of the Engagement
       Letter and subsequent installments payable on each
       subsequent monthly anniversary;

  (ii) in connection with any Restructuring Transaction, a fee
       equal to $6,000,000 payable upon consummation thereof,
       provided that after the 13th month from the execution of
       the Engagement Letter, the Monthly Fee will be credited
       against the Completion Fee;

(iii) in connection with any M&A Transaction, a fee equal to
       the greater of:

       (a) $2,000,000; and

       (b) an amount based on a percentage of the Aggregate
           Consideration in connection with any M&A Transaction,
           payable upon each closing in connection with that M&A
           Transaction.

       The aggregate amount of fees related to the M&A
       Transaction will not exceed $6,000,000; and

  (iv) without regard to whether any Restructuring Transaction
       is consummated, the Debtors will pay to or on behalf of
       Credit Suisse, promptly as billed, all reasonable out-of-
       pocket expenses, including all reasonable fees and
       expenses of its counsel incurred in connection with its
       services rendered pursuant to the Engagement Letter.
       (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, says DebtTraders. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=BS03USR1for  
real-time bond pricing.


BREAKWATER RESOURCES: Will Need New Funding if Zinc Price Falls
---------------------------------------------------------------
Breakwater Resources Ltd., (TSX:BWR) reported a consolidated net
loss of $19.9 million for the year ended December 31, 2002, on
gross sales revenue of $305.4 million. This compares with a
consolidated net loss of $111.1 million after a non- cash charge
of $70.3 million on gross sales revenue of $304.0 million in
2001.

Cash flow from operations (before changes in non-cash working
capital items) was $8.6 million in 2002 compared with cash used
by operations of $9.4 million in 2001. For the year 2001, the
non-cash write-down of $70.3 million included $53.4 million to
reduce the carrying value of the Caribou mine to nil, a
reduction of $11.3 million to the carrying value of the
Nanisivik mine and $5.6 million for the carrying value of other
exploration and non-producing properties.

Sales of zinc, lead and copper concentrate increased by three
percent in 2002 from 2001. Zinc metal sales increased by 12
percent while zinc gross revenue decreased slightly due to the
lower price of zinc. Production of zinc in concentrate in 2002
increased by two percent over 2001 despite the Nanisivik mine
closing in September 2002. Zinc in concentrate production at the
Bouchard-H,bert and El Toqui mines increased by 24 percent and
10 percent respectively, more than offsetting lower production
at Bougrine, and marginally lower production at Nanisivik and El
Mochito.

Minesite operating costs per tonne of ore milled decreased
slightly to US$27.18 in 2002 from US$27.26 in 2001. The total
cash cost per pound of payable zinc, which includes all minesite
cash costs, treatment charges, ocean freight and other marketing
costs, net of by-product credits, decreased by 11 percent to
US$0.32 per pound of payable zinc in 2002 compared with US$0.36
per pound of payable zinc in 2001.

Zinc prices for 2002 continued at record lows in real terms.
After reaching a 14 year low of US$732.50 (US$0.332 per pound)
in the last quarter of 2001 and averaging US$886 per tonne
(US$0.402 per pound) for the year, the price of zinc reached a
new low of US$725.50 (US$0.329 per pound) in August of 2002 and
averaged US$777 per tonne (US$0.352 per pound) in 2002. This
represents the lowest average zinc price since 1986. These
continuing low prices put severe pressure on the liquidity of
the Company necessitating a restructuring of its banking
arrangements. In December 2002, the Company's bank credit
facilities totaling US$45.1 million, which includes a term loan
and a revolving loan required to be repaid or restructured by
January 2, 2003, was extended to January 2, 2004.

In the short-term, the prime determinant of the Company's
earnings and cash flow will be the price of zinc. The economic
slowdown and possible recession in the United States economy are
having a negative impact on metal prices. Zinc prices are likely
to remain weak until there are reasonable signs of recovery in
the economy and the automotive industry in particular. The
extended period of low metal prices has forced the closure of
several of the world's mines including the premature closing of
the Company's Nanisivik mine. Recent smelter closure
announcements have been attributed to low metal prices combined
with low treatment charges caused by a current shortage of zinc
concentrates. These combined closures should help, in the longer
term, to reduce the supply of zinc, which should result in an
increase in the price.

Looking ahead, the Company has several opportunities from
projects currently owned. These include expansion of production
at the El Toqui mine and the reopening of the Langlois mine to
replace the declining production from the expected closure of
the Bouchard-H,bert mine. Price permitting, the Caribou mine
also represents an opportunity for growth.

It is management's intent, as in the past, to grow the Company
in a manner that is accretive to its shareholders. The Company's
vision is to grow its business and increase its ranking in the
top 10 global zinc concentrate producers. Management believes
that the future for zinc will improve over the next several
years as mine and smelter closures continue. With few new
projects anticipated and consumption growth fueled by increasing
demand in China, the supply/demand balance is expected to
improve dramatically. Vertical integration by acquiring interest
in a smelter is not precluded, however, the Company believes its
real strength lies in mining, and while increasing its position
in zinc, is also open to diversification into mining of other
metals.

Langlois Mine

The Langlois mine was acquired effective May 1, 2000 as a
package including the Bouchard-Hebert mine. Operations were
temporarily suspended in November 2000 due to low metal prices
and problems with the ore pass system. Prior to the closure, the
mine was operating at a production level significantly less than
required to operate the mine economically. Delineation drilling
of Zone 97 after the acquisition significantly increased mineral
reserves and mineral grades from the Company's previous
estimates.

A feasibility study to reopen the Langlois mine was completed by
SRK Consulting in August 2001 indicating a net pre-tax cash flow
of $60.9 million based on a zinc price of US$0.50/lb, a copper
price of US$0.80/lb and a silver price of US$5.00/oz. The
internal rate of return was 24.0 percent and the NPV at 8.0
percent was $26.4 million. The capital and working capital
requirements to bring the mine to production total $25.7
million. An additional $7.5 million is required during the first
year of full production.

On February 12, 2003, the Company announced preliminary in-fill
drilling results from the 7,935 metre diamond drill program
currently underway at the Langlois mine. The objective of this
drill program is to further delineate and upgrade resources to
reserves in Zone 97, both above the 6 level and below the 13
level. Once the present drill program is complete, SRK will
update the feasibility study to include any new mineral
reserves. Management expects the study will be completed during
the second quarter of 2003.

It is expected that the Langlois mine will replace production
lost from the closing of the Bouchard-Hebert mine which is
expected to occur in 2005 unless new mineral reserves are
identified.

Caribou Mine

The Caribou mine remained on care and maintenance during 2002.
The non- cash charge to earnings in 2001 includes an amount of
$53.4 million to write down the carrying value of the Caribou
mine, to $nil. In addition, costs of $1.7 million were incurred
in 2002 for care and maintenance compared with $2.1 million
during 2001. These costs are included as non-producing property
costs.

            Liquidity and Financial Position Review

Liquidity

As at December 31, 2002, the Company's total borrowings were
$78.7 million, down from $80.4 million at the end of 2001. Of
the total debt, the Syndicated Credit Facility included:

1. US$22.6 million, the balance of the Term Credit Facility;

2. US$6.5 million, the amount of the Supplemental Term Facility.
   In November 2001, the Company completed a refinancing
   agreement whereby the existing Term Credit Facility was
   increased by US$6.5 million. Under the agreement, Dundee
   Bancorp Inc., a significant shareholder of the Company agreed
   to post a letter of credit to support the Supplemental Term
   Facility; and

3. US$16.0 million, drawn from the Revolver. The Revolver is
   repayable from the collection of accounts receivable and sale
   of concentrates inventory and can be redrawn as required
   based upon approximately 90 percent of the value of accounts
   receivable and 80 to 90 percent of concentrate inventory
   value at any time depending on the inventory's location.

The Syndicated Credit Facility was due to expire on January 2,
2003. In December 2002, the Company announced that the due date
of its Syndicated Credit Facility, which includes the Term
Credit Facility, the Supplemental Term Facility and the
Revolver, was extended to January 2, 2004. As part of the
extension to January 2, 2004, the Revolver is capped at US$30.0
million from US$45.0 million under the previous agreement. With
the closure of the Nanisivik mine, this cap is considered
adequate to meet the Company's future requirements.

In addition to the above Syndicated Credit Facility, the Company
has miscellaneous unsecured debt totaling $7.5 million at the
end of 2002 compared with $10.3 million at the end of 2001. Of
this amount $3.2 million is in the form of a prepayment for zinc
concentrates by a customer of the Company compared with $6.4
million in 2001. The payment of fees of $1.0 million associated
with current and previous financing activities has been deferred
by agreement to January 2, 2004. This $1.0 million amount is due
to Dundee Securities Corporation for past services not related
to the above noted financing. Bank fees related to the
refinancing in 2001 in the amount of $0.9 million remain
outstanding and are due in December 2003.

As part of the refinancing in 2001, the Company agreed to
complete a rights offering to its shareholders in the amount of
$15.0 million. The rights offering was completed in May, 2002
and the Company issued 94,455,000 common shares at $0.20 per
share for net proceeds of $17.6 million after costs of the
issue. The successful rights offering allowed the Company to
meet its operating and capital requirements for the year 2002 as
metal prices failed to recover.

Liquidity Risk

The price of zinc is currently at a 15-year low in absolute
terms and in real terms at its lowest levels since the 1930's,
and has declined steadily to this level since the latter months
of 2000. The Company is unable to withstand continued low metal
prices for an extended period without the ability to source cash
required from sources other than operating cash flow. Recent
debt financing combined with the rights offering have supported
the operations during 2002. Going forward into 2003, a zinc
price in excess of US$800 is required to support operations to
the end of the year. In the event that the price of zinc does
not exceed this level, the Company will be required to find an
alternative source of financing. There is no certainty that an
alternative source of financing will be available to the
Company.

World events, including the threat of war and bankruptcies of
several major companies, have put serious stress on the ability
of insurers to continue to provide support as they have in the
past. The surety market is shrinking and, as a result, the
availability of environmental bonding is being threatened. It is
not unlikely that some or all of the Company's environmental
bonds, which amount to approximately $13.0 million, may be
withdrawn or that the Company may be required to provide
security in the form of cash or letters of credit which would
use a significant portion of available credit lines. Provision
for such an event has not been included in the forecast for the
year. In the event that the bonds are cancelled and the Company
is unable to post adequate security, the Company could be in
default under the Syndicated Credit Facility. The Lenders are
secured with all of the assets of the Company and, in the event
of default, could realize on their security. Management is
pursuing alternative solutions to protect the assets in the
event that the bonds are cancelled. At this time there is no
assurance that such alternatives will be available.

Working Capital

Working capital at the end of 2002 was $22.3 million compared
with $5.0 million at the end of 2001. Cash and cash equivalents
were $6.4 million at the end of 2002 compared with $3.3 million
at the end of 2001. This amount represents the normal working
cash balance, which is maintained by varying the amount drawn
under the Revolver. The improvement in working capital is
directly related to the completion of the rights offering
mentioned earlier.

Current Assets

Current assets decreased to $87.1 million in 2002 from $96.0
million at the end of 2001. Accounts receivable for concentrate
sales increased by $13.1 million while the concentrate and
supplies inventories decreased by $16.5 million and $9.1
million, respectively. These lower inventories are a direct
result of having closed the Nanisivik mine in September 2002.
Miscellaneous receivables for activities unrelated to
concentrate sales increased to $6.9 million in 2002, a $0.7
million increase from 2001. This increase is partly due to an
amount of $0.6 million receivable under an insurance claim for
the ball mill failure at the Nanisivik mine in 2002.

Current Liabilities

Current liabilities decreased to $64.8 million at the end of
2002, from $90.9 million at the end of 2001. Of this decrease,
accounts payable are lower by $18.4 million largely due to the
Nanisivik closure. Accounts payable were unusually high at the
end of 2001 due to the Company's inability to generate
sufficient cash flow to pay suppliers for supplies delivered to
the Nanisivik mine during the summer of 2001. All overdue
amounts have now been paid and the accounts payable reflect
normal terms. Provisional payments to December 2002 for
concentrate inventory shipped but not priced decreased by $3.0
million from December 2001. These provisional payments represent
contractual payments for concentrates shipped to customers but
not yet recognized as sales.

Long-term Liabilities

Long-term debt at the end of 2002 was $48.4 million compared
with $46.4 million at the end of 2001. The increase includes
$6.4 million drawn under the Supplemental Term Facility, offset
by a $3.2 million concentrate prepayment due in December 2003
and moved to current debt. In addition, $0.9 million of bank
fees, which were included in long-term debt, are now due in 2003
and were reclassified to short-term debt.

Reclamation and closure cost accruals decreased by $2.0 million
in 2002 reflecting an increase in the provision by $2.9 million
offset by $2.2 million reclassified to current liabilities for
expenditure expected to be incurred at the Nanisivik mine.

Uses of Cash

Cash used for investing activities in 2002 was $11.1 million
compared with $20.7 million in 2001. This $9.6 million decrease
reflects lower capital expenditures at the mines.

Equity

During 2002, the Company issued 1,375,000 common shares under
the employee share purchase plan for $264,000 compared with
809,000 common shares issued for $702,000 in 2001. In 2001,
1,000,000 common shares were issued under the Share Bonus Plan
for $200,000. In May 2002, 94,455,000 common shares were issued
pursuant to a rights offering for net proceeds of $17.6 million
and 3,603,000 common shares were issued for $638,000 to
repurchase certain assets sold in 2001. At the end of 2002, the
Company had issued and outstanding common shares of
approximately 193.3 million compared with 93.8 million at the
end of 2001.

Shareholders' equity as at December 31, 2002 was $95.6 million
compared with $98.6 million as at December 31, 2001 reflecting a
loss of $19.9 million for 2002 offset by $19.2 million of common
share issues during the year.

                    Risks and Uncertainties

In addition to the liquidity risk discussed earlier, the
following is a discussion of some of the most significant risks
facing the Company.

The most significant risk affecting the profitability and
viability of the Company is the fluctuation of metal prices,
particularly zinc, as the Company's earnings and cash flow are
highly sensitive to changes in the price of zinc. Low metal
prices can impair the Company's liquidity and, if they persist
for an extended period, the Company is required to look to
alternatives other than cash flow to maintain its liquidity
until metal prices recover. This is the situation that the
Company faces today as metal prices remain at historical lows.
Other risks facing the Company include fluctuations in treatment
charges, operating, geological and environmental risks
associated with mining and, due to the varied geographic
locations of the Company's operations, political risks.

                      Zinc Prices Risk

The profitability of any mining operation in which the Company
has an interest is significantly affected by the market price of
zinc. It is estimated that each US$0.01 per pound change impacts
earnings and cash flow by approximately $4.2 million during
2003. Tables earlier in this section show the approximate impact
on the Company's earnings of variations in metal prices, the
US/Canadian dollar exchange rate and treatment charges, based on
current plans for 2003 and assuming the changes were to remain
in effect for the full year.

Fluctuations in the price of zinc are influenced by numerous
factors beyond the control of the Company. Interest rates,
inflation, exchange rates, the world supply and demand for zinc
and more recently the threat of war can all cause significant
fluctuations in zinc prices. Such external economic factors are
in turn influenced by changes in international economic growth
patterns and political developments.

          Operating, Geological and Environmental Risk

The Company maintains high operating standards at all of its
operations by adopting stringent social, safety and operating
practices. The Company focuses on environmental protection,
employee training and safety. A program of regular reviews is
structured to continually identify risks and control loss at
every level. Co-operation with the Company's insurers increases
the effectiveness of the Company's loss control programs.

Changing environmental laws and regulations can create
uncertainty with regard to future reclamation costs. In
addition, the review process can be lengthy and complex and
delay both the commissioning and decommissioning of projects. To
minimize this risk, the Company monitors environmental issues on
an ongoing basis and believes reasonable provision for future
environmental costs has been made and is reflected in the
financial statements.

                         Outlook

In the short-term, the prime determinant of the Company's
earnings and cash flow will be the price of zinc. The economic
slowdown and possible recession in the United States economy are
having a negative impact on metal prices. Zinc prices are likely
to remain weak until there are reasonable signs of recovery in
the economy and the automotive industry in particular. The
extended period of low metal prices has forced the closure of
several of the world's mines including the premature closing of
the Company's Nanisivik mine. Recent smelter closure
announcements have been attributed to low metal prices combined
with low treatment charges caused by a current shortage of zinc
concentrates. These combined closures should help, in the longer
term, to reduce the supply of zinc, which should result in an
increase in the price.

The Company's 2003 operating plan combined with a minimum zinc
price of US$800 per tonne is adequate to support the Company's
liquidity needs until the end of 2003. Unless metal prices
recover, the Company will be required to find alternate sources
of financing to meet its cash requirements beyond 2003.

The last seven years have been a period of significant
production growth for the Company through the acquisition of
five mines. As well, operating improvements have been made at
all the Company's mines resulting in increased production and
lower unit costs. Going forward, with improved prices, the
Company expects the benefit of these acquisitions and
improvements will be reflected in improved financial performance
and shareholder value.

Looking ahead, the Company has several opportunities from
projects currently owned. These include expansion of production
at the El Toqui mine and the reopening of the Langlois mine to
replace the declining production from the expected closure of
the Bouchard-H,bert mine. Price permitting, the Caribou mine
also represents an opportunity for growth.

It is management's intent, as in the past, to grow the Company
in a manner that is accretive to its shareholders. The Company's
vision is to grow its business and increase its ranking in the
top 10 global zinc concentrate producers. Management believes
that the future for zinc will improve over the next several
years as mine and smelter closures continue. With few new
projects anticipated and consumption growth fueled by increasing
demand in China, the supply/demand balance is expected to
improve dramatically. Vertical integration by acquiring interest
in a smelter is not precluded however the Company believes its
real strength lies in mining, and while increasing its position
in zinc, is also open to diversification into mining of other
metals.


BURLINGTON INDUSTRIES: Vanguard Fiduciary Dumps Equity Stake
------------------------------------------------------------
In a regulatory filing dated March 6, 2003, Joseph Dietrick,
Assistant Secretary of Vanguard Fiduciary Trust Company,
discloses to the Securities and Exchange Commission that
Vanguard no longer has an equity stake in the Common Stock of
Burlington Industries, Inc. (Burlington Bankruptcy News, Issue
No. 29; Bankruptcy Creditors' Service, Inc., 609/392-0900)    


CALL-NET ENTERPRISES: Tinkering with Shareholder Rights Plan
------------------------------------------------------------
Call-Net Enterprises Inc.'s (TSX: FON, FON.B) Board of Directors
has authorized an amendment to the Company's Shareholder Rights
Plan raising the prescribed percentage of beneficial ownership
of common shares of the Company at which the exercise of rights
under the plan will be triggered from 10 percent to 15 percent
of its outstanding common shares.

Call-Net Enterprises Inc., is a leading Canadian integrated
communications solutions provider of local and long distance
voice services as well as data, networking solutions and online
services to businesses and households primarily through its
wholly-owned subsidiary Sprint Canada Inc. Call-Net,
headquartered in Toronto, owns and operates an extensive
national fibre network and has 131 co-locations in nine Canadian
metropolitan markets. For more information, visit the Company's
Web sites at http://www.callnet.caand
http://www.sprintcanada.ca

                          *   *   *

As previously reported, Standard & Poor's Ratings Services
lowered its corporate credit and senior secured debt ratings on
Call-Net Enterprises Inc., to 'B' from 'B+'. The outlook on the
Toronto, Ontario-based telecommunications operator is now
stable.

"The downgrade reflects continuing competitive pressures in both
the long-distance and data-service markets in general, resulting
in lower gross margins and cash flows from operations as
compared to 2001," said Standard & Poor's credit analyst Joe
Morin. "Current available sources of liquidity are only
sufficient to allow for marginal growth for the company."

The ratings actions also take into account cost savings from the
second-quarter implementation of workforce reductions,
curtailment of the company's network expansion program, and the
debt buyback by the company in September 2002.


CANWEST GLOBAL: Denies Reports re News Service Initiative
---------------------------------------------------------
CanWest Global Communications Corp., issued a response to an
article in the March 19 edition of Toronto Star by media
reporter Antonia Zerbisias, and a news release issued by the
Communications, Energy and Paperworkers Union of Canada that
appeared to be based on the story in the Toronto Star.

"Zerbisias, who has a persistent record of selective use of
facts to fit her hobby-horse of the day, was true to form with
her latest diatribe, which falsely described a new CanWest News
Service initiative to expand Canadian arts reporting, as an
exercise in job cutting that will deprive local markets of
specialists in reporting on the local entertainment scene.

"Nothing could be further from the truth," said Gordon Fisher,
CanWest President, News and information. "In fact, CNS has
created five new positions that will expand national reporting
on film, television and pop music/pop culture. As a result, all
our newspapers will have greater flexibility to assign
experienced arts reporters to the local cultural scene. We will
also provide regular, at least weekly, coverage of Canadian
movies, something not currently available in the Canadian
media."

Fisher added "The contributions of these national reporters will
augment that of writers at each paper working on the cultural
beat, so as to broaden total arts coverage while allowing local
arts specialists to focus on areas of unique interest in their
community."

The new positions will increase the capacity of all our
newspapers to cover Canadian culture while also providing
opportunities for the selected journalists to gain national
visibility and recognition. "They have the potential to become
national stars with opportunities to perform their work for
national television while also receiving national coverage for
their articles in CanWest newspapers," said Fisher. The net
effect of this new national reporter initiative will be to
provide more, not less, reporting on the Canadian arts and
culture.

As Zerbisias is no doubt aware, it is the height of hypocrisy
for the Toronto Star to be critical of any CanWest initiative to
enhance the exposure of talented Canadian journalists,
specialized in arts and culture, by extending their audience
from a limited local base to multi-media national exposure. The
Toronto Star remains the exclusive Canadian representative, and
Canada's largest syndicator of US movie writers whose columns
appear in many Canadian newspapers while also selling the
content of the Star's own writers to other Canadian papers.

The CEP release is a shameless attempt by Mr. Murdoch to ignore
the facts, to ignore the new opportunities for advancement
available for the best of our arts and entertainment
journalists, and to ignore the improvement in newspaper and
television coverage of Canadian culture in an attempt to score
baseless points alluding to non-existent job cuts. Once again
Murdoch's claims reflect knee jerk union platitudes rather than
the interests of our readers.

Location will not be a factor in the selection of these new
national reporters. All those selected will have the option to
remain in their current locations at any one of the ten CanWest
large-city newspapers between Montreal and Victoria.

CanWest Global Communications Corp. (NYSE: CWG; TSE: CGS.S and
CGS.A) -- http://www.canwestglobal.com-- is an international  
media company. CanWest, now Canada's largest publisher of daily
newspapers, owns, operates and/or holds substantial interests in
newspapers, conventional television, out-of-home advertising,
specialty cable channels and radio networks in Canada, New
Zealand, Australia, Ireland and the United Kingdom. The
Company's program production and distribution division and
interactive media division operate in several countries
throughout the world.

                          * * *

As previously reported, Standard & Poor's lowered its long-term
corporate credit and senior secured debt ratings on
multiplatform media company CanWest Media Inc., to 'B+' from
'BB-'. At the same time, the ratings on the company's senior
subordinated notes were lowered to 'B-' from 'B'. The outlook is
now stable.

The downgrade reflects CanWest Media's continued relatively weak
financial profile, which was not in line with the 'BB' rating
category.


CENTERPOINT ENERGY: Prices $650 Million Senior Deb Offering
-----------------------------------------------------------
CenterPoint Energy, Inc., (NYSE: CNP) announced that on
March 18, 2003 its natural gas distribution, pipelines and
gathering operations subsidiary, CenterPoint Energy Resources
Corp., priced $650 million of senior notes in a placement with
institutions under Rule 144A.  The senior notes have a coupon
rate of 7.875 percent and will be due April 1, 2013.  This
transaction is expected to close on March 25, 2003.

Net proceeds of the offering will be used for the following
purposes:

     -- refinance $260 million aggregate principal amount of
        CERC's 6-3/8 percent Term Enhanced ReMarketable
        Securities and finance approximately $41 million of
        costs associated with the refinancing; and

     -- repay $340.3 million of outstanding indebtedness under
        CERC's existing $350 million bank revolving credit
        facility.

The securities have not been registered under the Securities Act
of 1933 and may not be offered or sold in the United States
absent registration or an applicable exemption from registration
under that Act.
    
As reported in Troubled Company Reporter's March 5, 2003
edition, Fitch Ratings affirmed the outstanding credit ratings
of CenterPoint Energy, Inc., and its subsidiaries CenterPoint
Energy Houston Electric LLC and CenterPoint Energy Resources
Corp.  The Rating Outlook for all three companies remains
Negative.

        The following ratings were affirmed by Fitch:

                  CenterPoint Energy, Inc.

      -- Senior unsecured debt 'BBB-';
      -- Unsecured pollution control bonds 'BBB-';
      -- Trust originated preferred securities 'BB+';
      -- Zero premium exchange notes 'BB+'.

            CenterPoint Energy Houston Electric, LLC

      -- First mortgage bonds 'BBB+';
      -- $1.3 billion secured term loan 'BBB'.

             CenterPoint Energy Resources Corp.

      -- Senior unsecured notes and debentures 'BBB';
      -- Convertible preferred securities 'BBB-'.


CENTRAL EUROPEAN MEDIA: F. Klinkhammer Reports 6% Equity Stake
--------------------------------------------------------------
Frederic T. Klinkhammer, as of March 9, 2003, and based upon a
total of 9,261,884 shares of Class A common stock outstanding,
beneficially owns 595,167 shares of Class A common stock,
representing approximately 6.0% of Central European Media
enterprises, Ltd.'s outstanding Class A common stock comprised
of: (i) 500 shares of Class A common stock acquired on January
16, 1998; (ii) 528,000 shares of Class A common stock underlying
options which are currently exercisable at an exercise price per
share of $2.969 and which expire on March 8, 2007; (iii) 16,000
shares of Class A common stock underlying options which are
currently exercisable at an exercise price per share of $0.313
and which expire on March 31, 2011; (iv) 16,000 shares of Class
A common stock underlying options which will become exercisable
on April 1, 2003 at an exercise price per share of $0.313 and
which expire on March 31, 2011; and (v) 34,667 shares of Class A
common stock underlying options which will become exercisable on
April 1, 2003 at an exercise price of $4.275 and which expire on
March 31, 2012.

Mr. Klinkhammer has the sole power to vote and dispose of
595,167 shares beneficially owned by him (including 594,667
shares, which he has the right to acquire upon the exercise of
stock options or will have the right to acquire within the next
60 days upon the exercise of stock options).  

On March 8, 2000, the Company awarded Mr. Klinkhammer an option
to purchase 528,000 shares of Class A common stock, which
options were to vest in three equal installments on each of the
first three anniversaries of the date of the grant. Under the
terms of the grant, vesting would be accelerated as to one-half
of such options if the Company's attributable EBITDA (before
corporate charges) equaled or exceeded $10.0 million during any
year in which such options had not yet vested and as to the
remaining one-half of such options if the Company's attributable
EBITDA (before corporate charges) equaled or exceeded $15.0
million during any year in which such options had not yet
vested. On March 8, 2003, the remaining 88,000 options
underlying this grant vested and Mr. Klinkhammer, therefore, has
the right to acquire 528,000 shares of Class A common stock at
an exercise price per share of $2.969. Such options expire on
March 8, 2007.

Central European Media Enterprises Ltd., is a Bermuda
corporation. All references to the "Company" include CME and its
direct and indirect Subsidiaries, and all references to
"Subsidiaries" include each corporation or partnership in which
CME has a controlling direct or indirect equity or voting
interest.

CME operates in collaboration with local partners in all its
markets.  These local partners all have shareholdings in the
license or operating companies.

CME, together with its subsidiaries and affiliates, invests in,
develops and operates national and regional commercial
television stations and networks in Central and Eastern Europe.

At December 31, 2002, CME's balance sheet shows a total
shareholders' equity deficit of about $96 million.


CHARTER COMMS: Promotes Wayne Davis to SVP of Engineering Ops.
--------------------------------------------------------------
The promotion of Wayne H. Davis to Senior Vice President of
Engineering and Technical Operations for Charter Communications,
Inc., (Nasdaq:CHTR) was announced by Carl Vogel, President and
Chief Executive Officer. In this capacity, Mr. Davis will have
responsibility for Company-wide network engineering and
technology strategy related to data, voice and video, together
with technical operations, purchasing and the deployment of new
technology.

In making the announcement, Mr. Vogel said, "Wayne has played a
critical role as a member of Charter's Management Services
Group, where he has effectively served as a technical expert to
observe and challenge existing processes to find new
efficiencies in line with our streamlining of operations
announced last October. As such, with this new leadership role,
Wayne's technical acumen and operations wherewithal will serve
us well in finding economies of scale. He joins an evolving
senior team charged to re-energize Charter around core values
involving execution with excellence and focus as we align every
employee around common goals that focus on a positive customer
experience."

Mr. Vogel said Wayne Davis has more than 25 years experience in
cable engineering, technical operations, and operations
management, beginning his career at Jones Intercable in 1984.
Subsequently he became Senior Vice President of Engineering and
Chief Technical Officer, and also held the position of Vice
President of Engineering for Comcast Cable Corporation when they
acquired Jones. Mr. Davis became Vice President of Engineering
for Charter's (former) Western Division in 2001, and assumed
responsibility for engineering and outer market operations for
the Company's (former) National region. He has served as a
member of Charter's Management Services Group since August,
2002.

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

                         *    *    *

In early January, 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.


CHESAPEAKE ENERGY: Board Declares Common & Preferred Dividends
--------------------------------------------------------------
Chesapeake Energy Corporation's (NYSE: CHK) Board of Directors
has declared a $0.03 per share quarterly dividend that will be
paid on April 15, 2003 to common shareholders of record on
April 1, 2003. Chesapeake has approximately 214 million common
shares outstanding.

Chesapeake's Board has also declared a quarterly cash dividend
on Chesapeake's 6.75% Cumulative Convertible Preferred Stock,
par value $.01. The dividend for the 6.75% preferred stock is
payable on May 15, 2003 to preferred shareholders of record on
May 1, 2003 at the quarterly rate of $0.84375 per share.
Chesapeake has 2.998 million shares of 6.75% preferred stock
outstanding with a liquidation value of $150 million.

In addition, Chesapeake's Board has declared a quarterly cash
dividend on Chesapeake's 6.0% Cumulative Convertible Preferred
Stock, par value $.01. The dividend for the 6.0% preferred stock
is payable on June 16, 2003 to preferred shareholders of record
on June 2, 2003 at the rate of $0.8333 per share. Chesapeake has
4.6 million shares of 6% preferred stock outstanding with a
liquidation value of $230 million.

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

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

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

The CreditWatch with positive implications reflect that:

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

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


CONSECO INC: Wants Approval to Sell GM Building in New York City
----------------------------------------------------------------
Conseco Inc., and its investment vehicle, Carmel Fifth, are
engaged in a dispute with 767 Manager, Donald J. Trump and Trump
767 Management, regarding the ownership of the LLC that
indirectly owns property located at 767 5th Avenue, New York
City.  James H.M. Sprayregen, Esq., tells the Court that time is
of the essence to Conseco's ability to monetize its investment
in the General Motors Building.  The Debt held by Lehman
Brothers, which is secured with mortgages on the property,
becomes due on July 31, 2003.

The Property is not essential to Conseco's operations and has
been held as an investment.  The sale proceeds are important to
the success of the Plan filed with the Court.

To meet the time constraints, Conseco needs to immediately begin
a process to sell the Property.  Conseco has negotiated a
contract to retain Eastdil Realty Company.

Pursuant to Section 363 of the Bankruptcy Code, Conseco seeks
the Court's authority to sell the Property free and clear of
liens, claims and encumbrances.  Conseco also seeks the Court's
permission to enter a pre-auction purchase agreement, which may
contain a break-up fee and reimbursement of the bidder's
reasonable costs and expenses.

                      Auction Procedures

Conseco will conduct an auction to sell the Property.  To
participate, a bidder must submit a purchase agreement, a good
faith deposit equal to $20,000,000, written evidence of a
financing commitment to close the transaction, the identity of
all participating acquirers, and evidence of authority.

Conseco proposes to hold the auction at the offices of
Kirkland & Ellis, 153 East 53rd Street, New York City, on
June 2, 2003 at 12:00 p.m.

Mr. Sprayregen anticipates that a pre-auction Purchase
Agreement, or stalking horse, may be desirable to establish a
minimum price at Auction.  Conseco will grant a break-up fee and
expense reimbursement to this party as compensation for its
efforts. (Conseco Bankruptcy News, Issue No. 13; Bankruptcy
Creditors' Service, Inc., 609/392-0900)    

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


CONTINENTAL AIRLINES: Downsizes Senior Management by 25%
--------------------------------------------------------
Continental Airlines (NYSE: CAL) will implement cost-saving
measures to improve its current 2004 outlook by $500 million.  
These measures come as the weak revenue environment and
increased taxes, fuel, security and insurance costs continue to
burden the U.S. airline industry, which has lost $19 billion and
eliminated 100,000 jobs since Sept. 11, 2001.

"We need $500 million in annual cost savings and revenue
generation to permit us to be a survivor during the worst
financial crisis in aviation history," said Gordon Bethune,
chairman and chief executive officer of Continental.  "None of
the savings will come from employee concessions.  We are not now
asking for pay cuts.  However, if the anticipated war in Iraq is
prolonged, or if other events further degrade revenue or
increase costs, we will need to find additional savings or ways
to generate more revenue in order to compete effectively."

As part of this $500 million initiative, Continental will reduce
its workforce by approximately 1,200 employees by year-end.  
This total includes approximately 125 pilots, 500 reservations
agents, 350 airport agents and 225 other employees around the
system.  The carrier hopes to minimize many of the job cuts
through voluntary exit programs, company-offered leaves of
absence and attrition.  These reductions are in addition to the
approximately 4,300 employees currently on furlough or company-
offered leaves of absence. The company believes it can avoid
further elimination of flight attendant positions as a result of
company-offered leaves of absence.  Likewise, the company's
staffing of maintenance workers has been addressed through a
previously implemented hiring freeze.

Shortly after Sept. 11, 2001, Continental reduced its management
and clerical workforce by more than 20 percent.  This week,
Continental reduced its senior management ranks by more than 25
percent, and reduced its overall officer group by more than 15
percent.

In August 2002, Continental announced an initiative to
contribute more than $350 million to pre-tax contribution
through revenue generating and cost savings initiatives.  The
company exceeded its plan by achieving $400 million on an annual
run-rate basis.

At the end of February, the company had approximately $1.2
billion in cash and short-term investments.

In addition to the 1,200 job cuts, other initiatives include:

     --   The elimination by Continental of paper tickets
          worldwide by June 30, 2004.

     --   A significant reduction in distribution expenses, by
          implementing a plan to more than double the
          utilization rate of continental.com, reduce CRS
          booking fees and reduce other distribution costs, by
          the end of 2004.

     --   The closing of select city ticket offices.

     --   The renegotiation of contracts with key suppliers.

     --   The reduction of airport facility costs and landing
          fees across Continental's system.

     --   Increased use of technology to reduce required
          staffing levels.

                   Further Reductions Possible

Separately, Continental said a protracted war with Iraq or
continued soft demand could lead to further reductions in
service, including to small and medium-sized communities, and
further job eliminations.

Since September 2001, Continental has ended service to seven
domestic destinations and has announced that service to two
additional small communities would end in May.  The airline
reduced its domestic, mainline jet capacity by 6.8 percent in
2002 compared to 2001, and has grounded more than 20 mainline
aircraft since Sept. 11, 2001, net of new aircraft deliveries.  
In addition, Continental Express has grounded 50 turboprop
aircraft since September 2001.

                   Recent Schedule Reductions

This week, Continental announced temporary schedule reductions
in select international markets, the result of decreased demand
from postponed travel due to concerns of its customers regarding
a potential conflict in the Middle East.

From its New York hub at Newark Liberty International,
Continental will reduce from two daily round trips to one daily
round trip on routes to London/Gatwick and Paris/CDG, and will
be using smaller aircraft on routes to both Amsterdam and Rome.
From Houston/Bush Intercontinental, Continental will reduce from
two daily round trips to one on service to London/Gatwick. These
reductions are planned to be in effect from April 6 through
May 1. 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. Additionally, daily
service from New York to Tokyo/Narita has been reduced to
four times weekly through April 24.

Continental Airlines' 11.50% bonds due 2008 (CAL08USR1) are
trading at about 50 cents-on-the-dollar, says DebtTraders. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=CAL08USR1for  
real-time bond pricing.


CONTINENTAL AIRLINES: Four Senior Executive Officers Retire
-----------------------------------------------------------
Continental Airlines (NYSE: CAL) announced the retirement of
four senior executive officers: George Mason, senior vice
president technical operations; Bonnie Reitz, senior vice
president sales and distribution; Barry Simon, senior vice
president international; and Kuniaki (Jun) Tsuruta, senior vice
president purchasing and material services, effective March 25,
2003.

"These executives have each made significant contributions to
Continental Airlines and have played important roles in the
success of our company," said Gordon Bethune, chairman and chief
executive officer.  "With their leadership, we have consistently
outperformed our competitors in nearly every measure, delivering
superior operating performance and the best product in the
airline industry."

With these retirements and the previously announced retirement
of its chief operating officer, Continental's executive officer
group has been reduced by more than 25 percent.  Following the
events of Sept. 11, Continental's management and clerical group
shrank by 20 percent, a level at which it remains today.

                     Executive Level Changes

Continental Airlines' board of directors elected President Larry
Kellner as chief operating officer Wednesday, replacing C.D.
McLean, whose retirement was announced on Tuesday.

Jeff Smisek, previously executive vice president corporate and
secretary, has been named executive vice president of
Continental, assuming additional responsibilities relating to
corporate development and alliances.  He continues to report to
Chairman and CEO Gordon Bethune.

Jeff Misner, senior vice president and chief financial officer,
who previously reported to Kellner, now reports to Bethune.

               Sales and Marketing Reorganization

Jim Compton, formerly senior vice president pricing and revenue
management, has been named senior vice president marketing,
where he will oversee the company's domestic and international
sales, marketing, reservations, network and distribution.  He
continues to report to Kellner.

Glen Hauenstein, previously senior vice president scheduling,
assumes additional responsibilities as senior vice president
network, overseeing revenue management, pricing and scheduling,
and reports to Compton.

                  Operational Reorganization

Capt. Deborah McCoy, senior vice president flight operations,
assumes additional responsibilities overseeing inflight food
services and safety, reporting to Kellner.


CONTINENTAL AIRLINES: Barry Simon Retires as SVP International
--------------------------------------------------------------
Continental Airlines (NYSE: CAL) announced the retirement of
Barry Simon, senior vice president international, effective
March 25, 2003.

As the longest serving officer at Continental Airlines, Simon,
60, joined the airline in April 1982 as senior vice president
and general counsel and served in various senior executive
positions during his time at Continental. He was named senior
vice president international in 1998.

During his tenure, Simon oversaw Continental's dramatic
expansion in Europe, growing the number of destinations from
four to 17. He was responsible for Continental's extensive
growth in Latin America, the Caribbean and Mexico, and launched
the airline's successful New York to Hong Kong service in
February 2001. As senior vice president and general counsel,
Simon played a leading role in Continental's successful
reorganizations in 1986 and 1993, in the acquisition of People
Express giving Continental its New York hub at Newark Liberty,
and in the restructuring of its Continental Micronesia
subsidiary.

"We have become a notable international competitor under Barry's
leadership," said Gordon Bethune, Continental's chairman and
chief executive officer. "He has made important contributions
toward the success of our company in his more than 20 years of
service to Continental Airlines and leaves many friends here. We
wish him the best of success in his future endeavors."


CONTINENTAL AIRLINES: Kuniaki Tsuruta Retires as SVP Purchasing
---------------------------------------------------------------
Continental Airlines (NYSE: CAL) announced the retirement of
Kuniaki "Jun" Tsuruta, senior vice president purchasing and
material services, effective March 25, 2003.

Tsuruta joined the airline in April 1994 and was responsible for
procurement, global purchasing and logistics.

Under his leadership, Continental's purchasing practices moved
from selecting suppliers solely based on cost, to selecting
suppliers that provide quality products on a reliable basis at
competitive prices.  As a result, Continental tripled its parts
reliability bringing multi-million dollar savings to the company
and dramatically improving the airline's operational reliability
and on-time performance.

"Jun's business acumen significantly improved Continental's
procurement process resulting in hundreds of millions of dollars
in savings to this company," said Gordon Bethune, Continental's
chairman and chief executive officer.  "He has made an
invaluable contribution to our airline, and as a trusted friend
and colleague for more than 20 years, will be truly missed."


CONTINENTAL AIRLINES: Bonnie Reitz Bids Goodbye as SVP Sales
-----------------------------------------------------------
Continental Airlines (NYSE: CAL) announced the retirement of
Bonnie Reitz, senior vice president sales and distribution,
after 26 years in the industry.

During her tenure as an original member of the "Worst to First"
turnaround team at Continental, the airline achieved record
revenue premiums, while simultaneously reducing marketing
expenses from 19 to 10 percent of revenue. The brand achieved
high customer satisfaction ratings and the OnePass frequent
flyer program consistently took top honors.  In addition,
Continental has been recognized over the last 10 years as having
the strongest relationships with both travel agencies and
corporate travel departments.

"Bonnie has a special awareness of what is right and what is
wrong with our product," said Gordon Bethune, chairman and chief
executive officer.  "She has an innate ability to know what
customers value and brings a litmus test to customer
satisfaction.  As a result, Continental has excelled in customer
satisfaction and product surveys over these many years."

Reitz will continue to advise Continental during the coming
months on its "First to Favorite" initiative, which will
continue to differentiate the airline to its most valued
business customers through personalized service.

Her newly founded company, InsideOut ... Culture to Customer,
helps businesses develop corporate cultures that ensure customer
loyalty.  Reitz can be reached at reitz@insideout-c2c.com .


CONTINENTAL AIRLINES: George Mason Retires as SVP Technical Ops.
----------------------------------------------------------------
Continental Airlines (NYSE: CAL) announced the retirement of
George Mason, senior vice president technical operations,
effective March 25, 2003.

Mason, 56, joined the airline in March 1994 and was responsible
for all facets of technical operations worldwide, including
maintenance, engineering, component repair and overhaul, quality
control and inspection.

Under his leadership, Mason successfully introduced
Continental's fleet of Boeing 777 and 767 aircraft.  Over the
past five years, Mason established industry leading schedule
reliability by reducing aircraft delays due to maintenance,
enabling the carrier to have the highest completion factor of
major U.S. air carriers.

"Under George's leadership, we've set numerous operational
records and have earned a reputation for outstanding schedule
reliability and on-time performance," said Gordon Bethune,
Continental's chairman and chief executive officer.  "George has
a special blend of people and technical skills that made him
invaluable to Continental's success.  As one of my dearest
friends for more than 20 years, he'll be missed."


COX TECHNOLOGIES: Shareholders Approve Stock Purchase Agreement
---------------------------------------------------------------
Cox Technologies, Inc., (COXT.OB) reported that at a special
meeting held on March 12, 2003, the Company's shareholders
approved the Stock Purchase Agreement that it had entered into
with Technology Investors, LLC, a North Carolina limited
liability company on January 20, 2003.

Technology Investors is an affiliate of Mr. Brian D. Fletcher
and Mr. Kurt C. Reid, each of whom is an executive officer and a
director of the Company. In the Agreement, Technology Investors
agreed to purchase 12,500,000 shares of the Company's common
stock for $0.06 per share, for a total purchase price of
$750,000. The Agreement was subject to shareholder approval.

After the issuance of the 12,500,000 shares, Technology
Investors, together with Messrs. Fletcher and Reid and their
affiliates, collectively will own and control beneficially an
aggregate of 15,554,633 shares of the Company's common stock, or
approximately 38% of the Company's issued and outstanding common
stock, including 2,621,667 shares of the Company's common stock
that Technology Investors may obtain by converting its existing
promissory note.

Under existing arrangements with RBC Centura Bank, the Company's
primary lender, $450,000 of the net proceeds were used to pay
down the amount of principal outstanding under the Centura loans
to below the target balance of $1,215,000. By obtaining this
target balance, Centura has consolidated the Company's three
existing loans into one loan and amortized the remaining balance
over a 41-month period. Centura has also agreed to immediately
lower the rate that interest will accrue on the loan to 30-day
LIBOR plus 400 basis points and, once the balance is paid down
below $800,000, to lower the interest rate to 30-day LIBOR plus
300 basis points. The remainder of the net proceeds from this
transaction will be used to meet the working capital needs of
the Company.

Cox Technologies, whose January 31, 2003 balance sheet shows a
total shareholders' equity deficit of about $2.2 million, is
engaged in the business of producing and distributing
temperature recording and monitoring devices, both in the United
States and internationally. The Cox1 graphic recorder and the
DataSource(R) and Tracer(R) electronic data loggers are marketed
under the trade name Cox Recorders and produce a record that is
documentary proof of temperature conditions.


CYBERIAN OUTPOST: Fry's Electronics Reports 10.933% Equity Stake
----------------------------------------------------------------
Fry's Electronics, Inc. and The TAW, L.P., in an amended report
indicate holding 10.933% of the outstanding common stock of
Cyberian Outpost, Inc.  The aggregate amount held is 3,465,000
shares, and the entities hold sole voting and dispositive powers
over the aggregate amount held.

On August 9, 2001, Kathryn J. Kolder, Executive Vice President
of Fry's, sent a letter to Darryl Peck, Chairman and Chief
Executive Officer of the Company. In the letter, Ms. Kolder
indicated that Fry's had decided not to pursue its proposed
acquisition of the Company at that time.

Fry's states it will continue to evaluate the business and
operations of the Company. Depending on future developments, the
plans of the reporting persons may change, and they will take
such actions as they deem appropriate under the circumstances.
They may from time-to-time (i) acquire additional shares of
common stock (subject to availability at prices deemed
favorable) in the open market, in privately negotiated
transactions or otherwise, (ii) dispose of shares of common
stock at prices deemed favorable in the open market, in
privately negotiated transactions or otherwise, including
pursuant to the transactions contemplated by the Merger
Agreement dated May 29, 2001, between PC Connection, Inc. and
the Company or (iii) make a new proposal to acquire the Company.


DIGEX INC: Dec. 31, 2002 Balance Sheet Upside-Down by $43 Mill.
---------------------------------------------------------------
Digex, Incorporated (OTC Bulletin Board: DIGX), a leading
provider of managed Web and application hosting services,
announced revenue of $44.4 million for the quarter- ended
December 31, 2002, compared with $55.2 million a year ago. Full-
year 2002 revenue totaled $188.0 million, compared with the
year-ago level of $214.4 million. Ending the quarter managed
servers totaled 3,536 with average monthly revenue per server of
$3,956. Gross margin in the quarter totaled 48%, with full-year
gross margin at 46%. Net loss available to common stockholders
for the quarter totaled $40.6 million while full-year net loss
was $248.7 million. Full-year 2002 net loss includes $57.0
million of impairment charges. Net cash provided by operations
for the full-year 2002 was $5.4 million compared with net cash
used by operations for 2001 of $62.7 million.

Since July 1, 2002, Digex has recognized revenue resulting from
WorldCom's resale of our Web hosting services only upon
collection due to the June 2002 announcements from WorldCom.
Also, 2002 revenues exclude amounts due from WorldCom for the
difference between the actual 2002 WorldCom Annual Volume
Commitment and amounts billed to WorldCom for actual managed Web
hosting services. This difference has not been recognized as
revenue in our financial statements in 2002 due to timing
considerations and the uncertainties surrounding collection of
such amounts from WorldCom. In 2002, WorldCom purchased a total
of $60.7 million in services from us under the sales channel
agreement. After reductions for commissions, discounts and other
amounts owed to WorldCom, we recognized revenue from WorldCom
under the sales channel agreement of $51.4 million.

Digex Inc.'s December 31, 2002 balance sheet shows a working
capital deficit of about $59 million and a total shareholders'
equity deficit of about $43 million.

"During 2002, Digex was faced with a number of challenges. We
have worked to adapt to a rapidly changing environment," said
George Kerns, president and CEO of Digex. "Despite the events
surrounding WorldCom, our majority shareholder and key partner,
we exited the year with positive cash flow from operations,
which I believe positions us nicely for 2003. I am very proud of
the strength and resilience of the organization."

New customers added this quarter include: AbDiagnostics, Inc.,
Accenture LTD, Advanced Semiconductor Engineering, Inc., Audit
Bureau of Circulation, Booz Allen Hamilton, Bronson Healthcare,
Commercial Ware Corp., Data-Tronics Corp., Exenet, HIAS Inc.,
Save the Children Fund, Toy Industry Association, Weightman
Vizards, and Wildfire. A number of customers also upgraded or
renewed their services including: Blue Flame Data, F. Schumacher
& Co., Geiger, John Hancock, National Multiple Sclerosis
Society, and Wyeth.

"We ended the year with $20.9 million cash and equivalents on
hand, up from $16.0 million last quarter, said Scott Zimmerman,
chief financial officer of Digex. "Additionally, Digex was able
to cover its operating and capital expenses with no external
funding in the fourth quarter."

Financial highlights for Digex include:

     * Net cash used in investing activities totaled $27.8
       million in 2002 down 72% from the 2001 amount

     * Quota-carrying salespeople totaled 51 for the quarter
       compared with 52 last quarter and 166 in the year-ago
       period

     * Total employees ending December 31, 2002 was 785,
       compared with 818 last quarter and 1,393 in the year-ago
       period

                 Fourth Quarter Highlights

Digex quarterly highlights include the expansion of its database
offerings with the introduction of support for IBM's DB2
Universal Database software on Solaris, Windows 2000 and Linux
platforms. Digex now offers managed application level support
for the three major databases available on the market today:
Oracle, IBM DB2 and Microsoft SQL Server. In addition, Digex
launched an equipment leasing program, Digex Financial Services
(DFS), designed to provide customers with competitive hardware
terms and financing options. With the creation of DFS, customers
will now have an improved source of funding for their equipment
leveraging third party leasing companies, while better
positioning Digex to advance its strategic priorities. In
demonstrating continued leadership, Digex's ClientCentral was
cited as the industry's most functional client portal by Tier 1
Research in their November report titled "Gaining More Control
v.3.0." Digex was also the recipient of an InfoWorld 100 Award
for Innovative Technology Solutions.

                    2002 Highlights

Major accomplishments in 2002 include the introduction of
advanced database services, improved managed security offerings
and the expansion of platform choices with the introduction of a
managed Linux solution. Notable executive changes included the
promotions of George Kerns to president and CEO and Scott
Zimmerman to CFO. Digex achieved the financial milestone of its
first full year of positive cash flow from operations. Digex
continued to be recognized as an innovator in managed hosting by
being listed in the "Leaders" quadrant in Gartner, Inc.'s 2002
North American Web Hosting Magic Quadrant*. In addition, Digex
earned the CIO 100 Award and ComputerWorld's Premier 100 IT
Leaders Award. In an effort to realign proportionate staffing
ratios with revenue streams, Digex undertook a rightsizing
effort to improve the structure, efficiency and quality of its
work force. In bringing diverse talent and experience to its
board, Digex appointed three independent directors in the third
quarter, Howard Frank, Max Hopper and Paul Kozlowski. Digex
continued its long standing emphasis on certifications and
third-party validations to demonstrate its proven capability
through 2002.

New certifications achieved in 2002 include:

     * British Standard 7799-2 Security Certification -- This
seal of approval from the British Standards Institution
specifically applies to the U.K. and encompasses physical and
logical aspects of IT security.

     * Microsoft Certified Systems Engineer or Solaris Certified
Systems Administrator -- Every Digex solution consultant has
successfully achieved at least one of these two certifications.

     * Microsoft Gold Certified Partner and Compaq SP Signature
Certification -- The first to successfully achieve two separate
certifications of its managed hosting and application services
from Microsoft and Compaq.

     * SysTrust Certification -- Achieved certification after
completing a rigorous assessment of the Digex production
environment for supporting customer Web operations.

Certifications that were renewed in 2002 include:

     * SunTone -- First hosting provider to attain Sun's SunTone
certification and recently conducted updated review to ensure
continued certification.

     * SAS70 Type II Audit -- Continues to maintain the SAS70
Type II Audit enforcing high standards on operational controls
and required by many financial institutions as a prerequisite
for doing business with a service provider.

     * E & Y Cyber Process -- Awarded the Cyber Process
certification by Ernst & Young for overall control in quality
and establishing a secured hosting environment. This was renewed
as a part of the recertification of the SAS70 Type II Audit.

     * TruSecure MSP -- First hosting service provider to
achieve TruSecure Corporation's TruSecure Management Service
Provider certification by adhering to rigorous, well-documented,
logical and physical security regimen.

     * Cisco Powered Network -- Awarded the very first Cisco
Powered Network certification and continues to be CPN certified.

Certifications previously achieved include:

     * ISO 9001:2000 -- Achieved registration for the Digex
Application Optimization Center, demonstrating a commitment to
quality production processes and procedures. This is a three
year registration.

     * Digex managed security services meet HIPAA standards,
validated by TruSecure assessment -- Successfully completed a
rigorous assessment of managed security offerings to ensure
security guidelines proposed under the Health Insurance
Portability and Accountability Act of 1996 are met to assist
healthcare clients with legislative requirements.

Digex is a leading provider of managed Web and application
hosting services. Digex customers, from mainstream enterprise
corporations to Internet-based businesses, leverage Digex's
services to deploy secure, scaleable, high performance e-
Enablement, Commerce and Enterprise IT business solutions.
Additional information on Digex is available at
http://www.digex.com  

The WorldCom-Digex affiliation strategically combines the custom
managed Web and application hosting expertise of Digex with the
shared, dedicated and colocation hosting technologies of
WorldCom to offer businesses of all sizes the full continuum of
secure, dependable hosting services. Powered by the reach and
reliability of the facilities-based WorldCom global network, the
WorldCom-Digex affiliation rapidly delivers scalable, high-
availability outsourced solutions that enable companies
throughout North America, Europe and Asia to better focus on
their core business.

As a result of the adoption of Regulation G by the Securities
and Exchange Commission (SEC) and related amendments, Digex,
Incorporated has decided to cease disclosing EBITDA (Earnings
before Interest, Taxes, Depreciation and Amortization), a non-
GAAP financial measure, for the foreseeable future. More
information on Regulation G and related amendments may be
accessed via the SEC's web site at  
http://www.sec.gov/rules/final/33-8176.htm  



EL PASO ENERGY: S&P Rates $250 Million Senior Sub. Notes at BB-
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' rating to
pipeline company El Paso Energy Partners L.P.'s offering of $250
million senior subordinated notes due 2010 to be privately
placed under Rule 144A of the Securities Act of 1993. EPN's
ratings remain on CreditWatch with negative implications.

Houston, Texas-based EPN has about $1.9 billion in outstanding
debt.

Standard & Poor's continues to evaluate the degree of
independence that is currently exhibited by EPN and the prospect
of future steps that parent El Paso Corp. (EL Paso) and EPN
could take to further insulate the credit profile of EPN. The
companies have accomplished, or publicly announced their
intention to implement a series of actions designed to establish
more independence in the business affairs and governance of EPN,
including an expansion of the EPN board of directors to create a
majority of outside directors, creating a governance and
compensation committee of the board comprising its outside
directors, and an active program to reduce the related-party
activities between El Paso and EPN.

Additionally, the companies have publicly indicated a
willingness to undertake other reforms designed to heighten the
independence of EPN, including recruiting more outside board
members, reducing EPN's reliance on El Paso for the day-to-day
operation of its businesses, and changing its name to dampen the
perception of a linkage of the two entities. Other structural
steps under consideration include modifying the partnership
agreement concerning bankruptcy filings and procedures for
replacing the general partner.

The ratings for EPN are supported by the firm's leading position
as a provider of midstream gas services in Texas, New Mexico,
and the Gulf of Mexico, where increasing production is expected
to benefit EPN's strategically located gas pipelines and storage
assets. El Paso's involvement as the general partner in EPN had
historically influenced the partnership's credit profile and
effectively tethered the ratings of the two entities. EPN played
an important role in El Paso's efforts to deleverage its balance
sheet plan by enabling it to transfer qualifying midstream
assets to EPN.

El Paso still operates EPN's assets and provides administrative
support, but the many changes in the operations and governance
of EPN have bolstered the independence of EPN enough for
Standard & Poor's to conclude that a ratings differential exists
between El Paso and EPN. The degree of independence, which could
range from one or more notches to complete delinkage of the
ratings, will depend on future actions of El Paso and EPN.
Resolution of the CreditWatch designation will occur when
greater clarity is given about the nature and timing of those
actions.


ELIZABETH ARDEN: S&P Affirms B/CCC+ Ratings with Stable Outlook
---------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook for
Elizabeth Arden Inc., to stable from negative. The 'B' corporate
credit and senior secured ratings on the company were affirmed,
as well as the 'CCC+' senior unsecured rating.

Total debt was $322 million at Jan. 31, 2003.

"The outlook revision is based on improved credit measures, a
result of better operating performance stemming largely from
successful cost-saving initiatives", said Standard & Poor's
credit analyst Lori Harris. Moreover, Standard & Poor's expects
continued growth in revenues and strengthening of credit ratios
in the intermediate term due to higher operating profits and
lower debt balances.

The ratings on Elizabeth Arden Inc. (formerly known as French
Fragrances Inc., which took on the Elizabeth Arden name after an
acquisition) reflect the company's narrow product portfolio,
highly seasonal sales, and concerns about the very competitive
fragrance business. These factors are partially mitigated by
Elizabeth Arden Inc.'s solid position in fragrances and wide
distribution, especially in the high growth mass-merchandising
trade channel.

While the company's performance suffered in fiscal 2002 due to
challenges encountered with integrating the acquired Elizabeth
Arden business (a transaction completed in 2001), fiscal 2003
(ended Jan. 31, 2003), represented a turnaround as evidenced by
the improvement in operating performance. The 12.5% increase in
revenues was driven by expanded distribution, new product
launches, and increased marketing support. Furthermore, a higher
gross margin, better leveraging of the company's cost structure,
and favorable foreign currency translation aided the operating
margin.


EMAGIN CORP: Provides Business Update and Q4 Revenue Guidance
-------------------------------------------------------------
eMagin Corporation (AMEX:EMA), announced revenue guidance for
fourth quarter of 2002 and provided a business update regarding
the Company's progress, issues, and goals.

eMagin's Chairman and CEO, Gary Jones, provided the disclosures
at the U.S. Display Consortium's 8th Annual Display Industry
Investment Conference, co-sponsored by Needham and Company, on
March 18, 2003 in New York City.

Highlights of the presentation and the follow-on question and
answer session, including forward-looking statements, follow.

Guidance for eMagin's 2002 fourth quarter revenue was provided
at $912,239, subject to independent auditor review, representing
an increase of 95% from the prior quarter. Additional financial
information will be provided in the Company's combined fourth
quarter and annual 10K report to be issued following the audit,
in progress.

Mr. Jones reported that eMagin's purchase agreement backlog is
approximately $30 million, not including military programs for
which the Company's products have been selected. Market demand
for eMagin's OLED microdisplays appears to remain strong.

However, Mr. Jones went on to say that the primary challenge
facing the company is a lack of working capital and that this
was impacting the Company's ability to take advantage of this
strong demand. Specifically, working capital restricts the
company from ordering sufficient supplies to properly maintain
production material levels necessary to fill the full volume of
sales orders and properly support its basic operations, until
the situation is resolved. The Company's strategies to resolve
this issue include restructuring of existing debts, reduction of
fixed costs, reduction of variable costs, and customer advance
or accelerated payments for product purchases. Mr. Jones stated
that the Company has made significant progress toward its debt
and payables restructuring to potentially convert debt to equity
or other settlements, as well as negotiations to significantly
reduce its fixed and variable costs, and that most of these
agreements are contingent upon various conditions such as the
settlement of remaining creditor negotiations and the injection
of additional funding. Mr. Jones stated that the Company is
considering all available sources of funding, and indicated
cautious optimism regarding the possibility of a resolution in
the future, but that there could be no guarantees that any such
efforts in process would be successful. Mr. Jones indicated that
many cost reductions identified during this lean period are
expected to provide long-term benefits. Mr. Jones also reported
that, in spite of very difficult working capital issues,
significant business development and product development
progress has been made.

Mr. Jones announced the recent execution of an agreement with a
major manufacturing partner to develop two new products: an
enhanced version of eMagin's SVGA-3D microdisplay with new
imbedded features for consumer head-mounted displays (HMDs) and
high resolution games, and a new QVGA and/or VGA viewfinder
microdisplay for camcorder and digital cameras, web phones, and
low end games. Product launches are targeted for 2004.
Additional information will be announced in the future as the
product development efforts are completed. Mr. Jones indicated
that other potential partnerships are under discussion.

Mr. Jones announced the development of a new high luminance
yellow monochrome version of its SVGA+ microdisplay. The new
display is capable of approximately 5,000 Cd/m2 luminance output
(or over 50-70 times the luminance of a typical notebook
computer) using less than 500 mW power. The new display is
primarily targeted for industrial and military see-through
applications where there are high ambient light levels, such as
for overlaying data on real world images or sighting in the
presence of sunlit reflective surfaces. Mr. Jones indicated that
it had already shipped small quantities of this new display to
select customers. A more detailed announcement of general
availability of the new product is expected to follow within the
next 2 weeks.

Mr. Jones cited a few examples of commercialization of its
displays in the military and industrial sectors: Kaiser Elector-
Optics, Inc. (a Rockwell Collins company) ProView S035 Monocular
HMD, Sage Technologies, Ltd.'s Helmet Vue(TM) Thermal Imaging
System, and as an upcoming accessory to Antelope Technologies'
MCC Wearable Computing system, which incorporates IBM's wearable
PC technology. He added that the Company has recently added
glass covers as a standard feature of its microdisplays to
facilitate ease of handling by customers.

The presentation was webcast by The Wall Street Transcript and
archives of the broadcast are available at
http://www.twst.com/econf/mm/usdc/ema.htmlor on eMagin's site  
at http://www.emagin.comunder the Investor Relations section.  

The world leader in organic light emitting diode (OLED)-on-
silicon technology, eMagin combines integrated circuits,
microdisplays, and optics to create a virtual image similar to
the real image of a computer monitor or large screen TV. eMagin
invented the award-winning SVGA+ and SVGA-3D OLED microdisplays,
the world's first single-chip color video OLED microdisplay and
embedded controller for advanced virtual imaging. eMagin's
microdisplay systems are expected to enable new mass markets for
wearable personal computers, wireless Internet appliances,
portable DVD-viewers, digital cameras, and other emerging
applications for consumer, industrial, and military
applications. OLED microdisplays demonstrate performance
characteristics important to military and other demanding
commercial and industrial applications including low power
consumption, high brightness and resolution, wide dimming range,
wider temperature operating ranges, shock and vibration
resistance, and insensitivity to high G-forces. eMagin's
corporate headquarters and microdisplay operations are co-
located with IBM on its campus in East Fishkill, N.Y. Optics and
system design facilities are located at its wholly owned
subsidiary, Virtual Vision, Inc., in Redmond, WA. Additional
information is available at http://www.emagin.com

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


EMBARCADERO AIRCRAFT: S&P Drops Class B Notes Rating to D
---------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on
Embarcadero Aircraft Securitization Trust's (EAST) class B notes
to 'D' from 'CC', after the class B noteholders did not receive
their full interest payment on the March interest payment date.

At the same time, the class B notes were removed from
CreditWatch, where they were placed on Sept. 27, 2001, after
Standard & Poor's review of aircraft lease portfolios and other
aircraft transactions to assess the impact of problems in the
aircraft industry.

The ratings on the class A-1, A-2, and C notes were lowered on
July 11, 2002, and remain on CreditWatch with negative
implications, where they were placed on Jan. 30, 2002, the same
date, and Sept. 27, 2001, respectively.

EAST is a securitization backed by a pool of 34 aircraft on
operating leases originated by Lehman Brothers Inc. and GATX
Capital Corp. in August 2000. Collections available to service
the notes have deteriorated significantly over the past 18
months, with significant portions of the portfolio off lease at
times and certain leases renegotiated at lower rental levels.  

EAST is structured with reserve accounts specific to each class
of notes. The funds are available to cover their respective
class interest obligations if collections are insufficient after
senior priority payments are made. However, on the March 17
payment date, there were insufficient funds in the class B cash
collateral account to fully pay all interest due to the class B
noteholders. Standard & Poor's rating on these notes addresses
full and timely interest payment, and, therefore, the rating was
lowered to 'D'.

It is estimated that the remaining funds in the class C cash
collateral account will be sufficient to meet shortfalls of
interest payments to the class C noteholders for another two
years.

                        RATINGS LIST

          Embarcadero Aircraft Securitization Trust
   $792.57 Million Fixed- and Floating-Rate Notes Series 2000-1

          Class             Rating
                            To               From
  
          Ratings Lowered and Removed from CreditWatch

          B                 D                CC/Watch Neg

     Ratings Remaining on Creditwatch With Negative Implications

          A-1               BBB/Watch Neg    
          A-2               BBB/Watch Neg    
          C                 B-/Watch Neg   


ENRON CORP: Board Okays Proposal to Create New Pipeline Company
---------------------------------------------------------------
The Enron Corp. Board of Directors voted to move forward with
the creation of a new pipeline operating entity rather than sell
the company's interests in its three North American pipelines.
This decision, which is part of an extensive due diligence and
auction process for 12 of Enron's core domestic and
international assets, was made after the Board received and
considered multiple bids for the three pipeline interests.

"We considered the potential long-term value and benefits to
Enron's stakeholders of retaining certain groupings of assets
for future value, compared to the potential for selling our
interests in the near-term based on the bids we received," said
Stephen F. Cooper, Enron interim CEO. "We believe that, for this
group of assets, this option will maximize the value available
for ultimate distribution to our creditors. We have continued to
work with Enron's Official Unsecured Creditors' Committee
throughout this process and, under the current circumstances,
they are supportive of this decision."

The new company, temporarily referred to as "PipeCo," would
include Enron's interests in Transwestern Pipeline Company,
Citrus Corp., and Northern Plains Natural Gas Company.

PipeCo is expected to be a new corporate entity governed by an
independent board of directors. Upon resolution of Enron's
Chapter 11 bankruptcy case, it is anticipated that shares of
PipeCo would be distributed to creditors in connection with
Enron's plan of reorganization. The formation of PipeCo will
require various Board, bankruptcy court and other regulatory
approvals, as well as the consent of the Official Unsecured
Creditors' Committee.

In connection with the decision to retain the pipelines, Enron
also is evaluating the potential sale of a minority interest in
PipeCo.

Enron is continuing to evaluate its options for its interests in
various international assets. Enron management is preparing to
present a plan to the Board for the formation of a new entity,
temporarily referred to as "InternationalCo," which would
include Enron's interests in certain international assets. If
approved by the Board and the Official Unsecured Creditors'
Committee, it is expected that the entity would be formed in
connection with the confirmation of Enron's plan of
reorganization and its shares would be distributed to creditors.

Enron also is moving forward with the auction process for the
sale of certain major assets, including Eco-Electrica, Portland
General Electric Company, Sithe/Independence Power Partners, and
Compagnie Papiers Stadacona, as well as other assets in the
Enron estate.

The company is filing an 8-K with the Securities and Exchange
Commission detailing Wednesday's Board action. That filing can
be viewed at

   http://www.enron.com/corp/investors/sec/pdfs/2003/2003-03-19-8-k.pdf  

Enron is continuing to work on a proposal for its plan of
reorganization. The company's exclusive period for proposing a
plan is currently scheduled to expire on April 30, 2003.

Enron has significant electricity and natural gas assets in
North and South America. Enron's Internet address is
http://www.enron.com

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


ENRON CORP: Northern Border Expects Less Impact from PipeCo Plan
----------------------------------------------------------------
Northern Border Partners, L. P. (NYSE:NBP) believes that Enron's
recently announced decision to create a new pipeline operating
entity will not adversely impact Northern Border Partners'
distributions or business strategy.

Enron announced that its Board of Directors voted to move
forward with the creation of a new pipeline operating entity,
temporarily referred to as PipeCo, rather than sell Enron's
interests in its Northern American pipeline companies. This
includes Enron's general partner interests in Northern Border
Partners.

Northern Plains Natural Gas Company and Pan Border Gas Company,
which are two of the general partners of the partnership, and
NBP Services Corporation, which provides administrative services
to the partnership, are proposed to be included in PipeCo.
PipeCo is expected to be formed as a new corporate entity, and
to be governed by an independent board of directors. The
formation of PipeCo will require various Board, bankruptcy court
and other regulatory approvals. Northern Plains Natural Gas
Company and Pan Border Gas Company have not filed for bankruptcy
protection nor are they expected to do so. PipeCo is expected to
be afforded protection from joint and several Enron group
liabilities associated with the Enron bankruptcy case.

"Northern Plains Natural Gas, which will be a part of PipeCo,
will continue to operate the businesses of Northern Border
Partners as it has for the past 10 years and we anticipate no
change in the strategy or outlook of the Partnership," said Bill
Cordes, chairman and chief executive officer of Northern Border
Partners.

Enron is filing an 8-K with the Securities and Exchange
Commission detailing Wednesday's Board action. That filing can
be viewed at:

   http://www.enron.com/corp/investors/sec/pdfs/2003/2003-03-19-
8-k.pdf


ENRON CORP: Court Fixes Procedures for Mauritius Professionals
--------------------------------------------------------------
On May 7, 2002, Debtor Enron Mauritius Company filed a petition
before the Supreme Court of Mauritius.  On May 9, 2002, the
Mauritius Court entered an order, among other things, appointing
Messrs. Jayechund Jingree and Wilfrid Koon Kam King of KPMG in
Mauritius, and Simon Lovell Clayton Whicker of KPMG in the
Cayman Islands, as EMC's Joint Provisional Liquidators.  The
JPLs were appointed in Mauritius to ensure the coordinated
better realization of the business and affairs of the EMC under
the provisions of the Mauritius Court in accordance with the
laws of Mauritius.

Among other things, the Mauritius Order provides that:

  -- the JPLs have the power "to retain and employ barristers,
     attorneys or solicitors and other agents or professional
     persons as the JPLs deem fit, in Mauritius and elsewhere
     as the JPLs deem appropriate, for the purpose of advising
     and assisting in the execution of their powers;"

  -- the JPLs have the power "to render and pay invoices out of
     the Debtors' assets for their own remuneration at their
     usual and customary rates;"

  -- the JPLs will be at liberty to submit to the Mauritius
     Court bills of costs for taxation of all costs, charges
     and expenses of those persons or firms employed by them;
     and

  -- the JPLs have the power "to enter into protocol or other
     agreements as the JPLs deem appropriate for the ordination
     of these proceedings, the Chapter 11 case and any other
     like proceedings of the winding up, restructuring or
     reorganization of other companies within the Enron Group,
     and to seek the approval of the Mauritius Court of the
     U.S. Bankruptcy Court, as appropriate."

By an Administrative Order, the U.S. Bankruptcy Court
established the procedures for Interim Compensation and
Reimbursement of Expenses of the Debtor Professionals and
Official Committee Members, as amended.

To promote cooperation and comity among the U.S. Bankruptcy
Court and the Mauritius Court and to avoid jurisdictional
disputes with respect to the payment of the fees and expenses of
the JPLs, each of their professionals rendering services to them
in Mauritius or elsewhere, not including any U.S. professionals
-- the Foreign JPL Professionals -- and any U.S. professionals
retained or to be retained by the JPLs in the U.S., the EMC and
the JPLs enter into a stipulation and order regarding the
procedures for the payment of the fees and expenses of the JPLs,
the Foreign JPL Professionals and the U.S. JPL Professionals.

The Parties agree that:

A. The Mauritius Court will have sole jurisdiction and power to
   determine the compensation of the JPLs and the Foreign JPL
   Professionals rendering services to the JPLs;

B. The JPLs and all Foreign JPL Professionals and the U.S. JPL
   Professionals  will be compensated for their services in
   accordance with the laws of Mauritius or other orders of the
   Mauritius Court;

C. Except as otherwise provided, the fees and expenses of
   the JPLs, the Foreign JPL Professionals and the U.S. JPL
   Professionals will be paid first from EMC's assets and only
   if there is a shortfall, by Enron Corp., from funds contained
   in either of their prepetition bank accounts and any accounts
   opened by them postpetition without necessity of further U.S.
   Bankruptcy Court order upon approval of this Fee Protocol,
   and according to the terms of those order which have been or
   may be entered by the Mauritius Court.  EMC and Enron Corp.
   will be permitted to transfer funds to and from each of the
   Debtors' Accounts to fund the payment of professional
   fees and expenses in accordance with this Fee Protocol.  EMC
   and Enron Corp. will keep and maintain accurate books and
   records of all of the Transfers, categorized as being for the
   JPLs, the Foreign JPL Professionals or the U.S. JPL
   Professionals, and provide details and summary information
   regarding the cash disbursements to the Official Committee of
   Creditors and other appropriate parties, as required by, and
   in accordance with, the Amended Cash Management Order.  The
   Transfers will constitute claims for administrative expenses
   of the transferor's estates against the transferee's estate;

D. To provide an efficient and convenient manner to enable the
   Debtors, the Committee and the U.S. Trustee -- the Estate
   Representatives -- to review or comment on the fees and
   expenses of the JPLs and the Foreign JPL Professionals, the
   JPLs will first submit any request for reimbursement of the
   fees and expenses of JPLs and the Foreign JPL Professionals
   to the Estate Representatives by overnight delivery.  No
   later than 10 business days from the date the Foreign JPL Fee
   Request is served, the Estate Representatives must advise the
   JPLs in writing whether or not they approve of or object to
   the Foreign JPL Fee Request.  In the event the Estate
   Representatives approve a Foreign JPL Fee Request, the JPLs
   may seek approval of the Foreign JPL Fee Request from the
   Mauritius Court and, if approved, the fees and expenses
   covered by the Foreign JPL Fee Request will be paid by Enron
   Corp. or EMC from funds contained in either of their Accounts
   according to the terms of those orders which have been or may
   be entered by the Mauritius Court;

E. In the event that any of the Estate Representatives object to
   a Foreign JPL Fee Request, the parties agree in good faith to
   try and resolve any objections within five business days from
   the date the objections are served to the JPLs.  If the
   objections cannot be resolved, the JPLs will file within
   three business days an appropriate pleading, including the
   Foreign JPL Fee Request together with any objections from any
   of the Estate Representatives, with the Mauritius Court so
   that the matter can be heard at the first available hearing
   date; provided, however, the JPLs may seek approval of any
   fees and expenses which are not objected to from the
   Mauritius Court at the same time and, if approved, the fees
   and expenses will be paid first from EMC's assets and only if
   there is a shortfall, by Enron Corp. form funds contained in
   the DIP Accounts without necessity of further Bankruptcy
   Court order according to the terms of those orders, which
   have been or may be entered by the Mauritius Court;

F. The JPLs will first submit any request for reimbursement of
   the fees and expenses of the U.S. JPL Professionals to the
   Estate Representatives by overnight delivery.  No later than
   10 business days from service, the Estate Representatives
   must advise the JPLs in writing whether or not they approve
   of or object to a U.S. JPL Fee Request.  In the event the
   Estate Representatives approve a U.S. JPL Fee Request, the
   JPLs may seek approval of the U.S. JPL Fee Request from the
   Mauritius Court and, if approved, the fees and expenses
   covered by the U.S. JPL Fee Request will be paid by Enron
   Corp. or EMC from funds contained in either of their DIP
   Accounts without necessity of further order of the U.S.
   Bankruptcy Court according to the terms of those orders which
   have been or may be entered by the Mauritius Court;

G. In the event that any of the Estate Representatives objects
   to a U.S. JPL Fee Request, the parties agree in good faith to
   try to resolve any objections within five business days from
   the date any objections are served on the JPLs.  If the
   objections cannot be resolved, the JPLs will file within
   three business days thereafter an appropriate pleading,
   including the U.S. JPL Fee Request together with any
   objections from any of the Estate Representatives, with the
   U.S. Bankruptcy Court so the matter can be heard at the next
   available hearing date in order to enable the U.S. Bankruptcy
   Court to issue its non-binding ruling and recommendation to
   the Mauritius Court regarding the Contested U.S. JPL Fee
   Request; provided, however, the JPLs may seek approval of any
   fees and expenses which are not objected to from the
   Mauritius Court at the same time and, if approved, those fees
   and expenses will be paid first from the assets of EMC and
   only if there is a shortfall, by Enron Corp. from funds
   contained in either of their DIP Accounts without necessity
   of further order of the U.S. Bankruptcy Court according to
   the terms of those orders which have been or may be entered
   by the Mauritius Court.  The JPLs will have five business
   days from the date the pleading is filed to reply to any
   objections.  In addition, the Fee Committee and its
   employees, or the Applications Analyst will have an
   opportunity to review and comment upon the Contested U.S. JPL
   Fee Request in order to assist the U.S. Bankruptcy Court with
   its non-binding ruling and recommendation with respect to any
   Contested U.S. JPL Fee Request.  Upon the non-binding ruling
   and recommendation of the U.S. Bankruptcy Court, the JPLs
   will file a copy of the U.S. Bankruptcy Court's non-binding
   ruling and recommendations with the Mauritius Court together
   with the Contested U.S. JPL Fee Request so that the Mauritius
   Court can ultimately decide the Contested U.S. JPL Fee
   Request in accordance with the laws of Mauritius or other
   orders of the Mauritius Court.  If, at the Hearing, the U.S.
   Bankruptcy Court declines to issue a non-binding ruling and
   make any recommendations to the Mauritius Court with respect
   to a Contested U.S. JPL Fee Request, the JPLs will be
   entitled to seek approval of the fees and expenses from the
   Mauritius Court and the fees and expenses of any U.S. JPL
   Professionals will be paid first from the assets of EMC and
   only if there is a shortfall, by Enron Corp. from funds
   contained in its DIP Accounts without necessity of further
   order of the U.S. Bankruptcy Court according to the terms of
   those orders which have been or may be entered by the
   Mauritius Court;

H. The JPLs, the Foreign JPL Professionals and the U.S. JPL
   Professionals and the Foreign JPL Professionals will have the
   right and standing to:

   (a) appear and be heard in the U.S. Bankruptcy Court with
       respect to any issues and matters relating to this Fee
       Protocol, including but not limited to any hearing which
       may be held in connection with a Contested U.S. JPL Fee
       Request, to the same extent as creditors and other
       interested parties domiciled in the forum country,
       subject to any local rules and regulations generally
       applicable to all parties appearing in the forum, and

   (b) file notices of appearance or other papers with the clerk
       of the U.S. Bankruptcy Court: provided, however, that any
       appearance or filing in the U.S. Bankruptcy Court with
       respect to any issues and matters relating to this Fee
       Protocol will not form a basis for personal jurisdiction
       in the United States over the JPLs, the Foreign JPL
       Professionals or the U.S. JPL Professionals;

I. The Estate Representatives will have the right and standing
   to:

   (a) appear and be heard in the Mauritius Court with respect
       to any issues and matters relating to this Fee Protocol,
       including, but not limited to, any request for fees and
       expenses of the JPLs, to the same extent as creditors and
       other interested parties domiciled in the forum country,
       subject to any local rules or regulations generally
       applicable to all parties appearing in the forum, and

   (b) file notices of appearance or other papers with the
       Mauritius Court: provided, however, that any appearance
       by any of the Estate Representatives in the Mauritius
       Court with respect to any issues and matters relating to
       this Fee Protocol, including but not limited to, any
       request for fees and expenses of the JPLs, will not form
       a basis for personal jurisdiction in Mauritius over the
       Estate Representatives, their representatives or
       professionals; and

J. Neither the terms of this Fee Protocol, nor any actions taken
   under the terms of this Fee Protocol, will prejudice or
   affect the powers, rights, claims and defenses of the Debtors
   and their estates, the Committee, any of the Estate
   Representatives, the JPLs, the Foreign JPL Professionals, the
   U.S. JPL Professionals or any of the Enron Debtors' creditors
   under applicable law, including the United States Bankruptcy
   Code and the laws of Mauritius. (Enron Bankruptcy News, Issue
   No. 59; Bankruptcy Creditors' Service, Inc., 609/392-0900)


EOTT ENERGY: Asks Court to Fix Albuquerque Area Claims Bar Date
---------------------------------------------------------------
On December 20, 2002, the Court approved the publication
proceeds to provide notice to potential environmental and other
claimants who have not yet asserted claims against the EOTT
Energy Debtors, who are unknown to them, and which they would
not be able to identify, and are not contained in their books
and records.  Pursuant to the Order, the bar date fixed from the
last date of publication is March 4, 2003.

Robert D. Albergotti, Esq., at Haynes and Boone LLP, in Dallas,
Texas, relates that the Debtors had identified all of the states
and counties through which its active pipeline run and enlisted
the services of Huntington Legal Advertising to develop a list
of the newspapers in which to publish the Notice to ensure that
the Notice reached the largest number of potential claimants.

Mr. Albergotti informs Judge Schmidt that all of the newspapers
listed in the Order published the Notice as directed, with the
exception of The Albuquerque Journal.  Due to their error, The
Albuquerque Journal did not timely run the Debtors' Notice.

The Debtors learned of this omission on February 5, 2003 when
Tammy Olivier Cooper, the Senior Media Buyer for Huntington,
notified the Debtors that she had been unable to obtain tear
sheets from The Albuquerque Journal.  Despite having confirmed
with Huntington that the Notice had run as scheduled on December
30, 2002 and again on December 31, 2002, The Albuquerque Journal
did not in fact publish the Notice on those dates.

When Huntington brought the error to the attention of The
Albuquerque Journal, the paper agreed to provide the Debtors a
refund of the publication cost and to publish the Notice at no
charge to the Debtors.  Mr. Albergotti reports that the Notice
was published in The Albuquerque Journal on February 8 and 9,
2003.

Accordingly, to provide the potential claimants in the
Albuquerque are with the same 60 days notice for the last date
of publication to file a proof of claim that was provided to
other potential claimants, the Debtors ask the Court to set a
new bar date -- April 10, 2003 -- only for potential, unknown
claimants in the Albuquerque area.

According to Mr. Albergotti, the Debtors' request is fair and
reasonable because:

  -- The New Albuquerque Journal will reach the largest number
     of potential claimants in the affected counties, including
     Chaves, Eddy and Lea Counties; and

  -- it will ensure that the small number of potential claimants
     who might have received the Notice in the Albuquerque area
     have an opportunity to respond to the Notice and file a
     claim. (EOTT Energy Bankruptcy News, Issue No. 13;
     Bankruptcy Creditors' Service, Inc., 609/392-0900)


EVOLVE SOFTWARE: Files Chapter 11 Petition to Effect Asset Sale
---------------------------------------------------------------
Evolve Software, Inc., (Nasdaq: EVLV) has signed a definitive
asset purchase agreement through which Primavera Systems, Inc.,
would acquire substantially all of the assets of Evolve for $10
million in cash (subject to adjustment to reflect changes in
receivables) and the assumption of $3 million of certain
liabilities for a total of $13 million.

In connection with the signing of the agreement, Evolve has
filed a voluntary petition under Chapter 11 of the United States
Bankruptcy Code in the U. S. Bankruptcy Court for the District
of Delaware. Pursuant to Sections 363 and 365 of the Bankruptcy
Code, the proposed asset sale will be placed before the court
for its required approval. Evolve will use the proceeds from the
asset sale to pay off its creditors and will distribute any
remaining proceeds to the holders of its Series B preferred
stock in the manner set forth in its charter. Because the
remaining proceeds are anticipated to be less than the
liquidation preferences for the Series B preferred stock, Evolve
does not expect that there will be any remaining proceeds
available for its Series A preferred stock or common stock.

Evolve anticipates that the proposed asset sale will be
completed during the fourth quarter of its fiscal year ending
June 30, 2003. In Chapter 11, Evolve will continue operating as
the "debtor-in-possession." Evolve will maintain daily
operations and continue dealing with its customers in the
ordinary course of business.

"The expected sale of our business to Primavera is positive news
for Evolve," said Linda Zecher, Evolve's Chief Executive
Officer. "We are very excited about the synergy this transaction
brings to the market. Primavera has an outstanding record in
customer service so we believe this acquisition greatly
increases our ability to serve our customers, while satisfying
our obligations to our creditors and providing the most
consideration to our stockholders among the alternatives
available to us."

In addition, Evolve has received a notice from Nasdaq informing
Evolve that it does not comply with the shareholders equity,
market value and net income requirements set forth in Nasdaq
Marketplace Rule 4310(C)(2)(B). The notification stated that
Evolve would be delisted from the Nasdaq SmallCap Market if it
failed to regain compliance. In addition, under Nasdaq's rules,
the filing for Bankruptcy protection will immediately trigger a
delisting notice from the exchange, which will require the
delisting of Evolve common stock within seven days from the date
the letter is sent, absent an appeal. The company does not
intend to appeal. Pending the expected delisting of Evolve's
common stock from the Nasdaq SmallCap Market, Evolve's ticker
symbol will be appended with a "Q" to indicate that it has filed
for Bankruptcy protection.

Evolve provides service delivery software that automates and
integrates the core business processes required for delivering
services. Evolve's software helps companies manage IT
portfolios, plan and manage projects, improve resource
utilization, and track and analyze budgets. Evolve is
headquartered in San Francisco, California, and has offices
throughout North America and the UK.

Primavera is the leading provider of comprehensive project
management, control and execution software. Primavera offers the
premier project management software solutions to businesses of
all types that manage by project. Additional information about
Primavera is available at http://www.primavera.com


EVOLVE SOFTWARE: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Lead Debtor: Evolve Software, Inc.
             150 Spear Street, 11th Floor
             San Francisco, CA 94105

Bankruptcy Case No.: 03-10841

Debtor affiliates filing for separate chapter 11 petitions:

   Entity                                Case No.

   Evolve Software Europe, Ltd.          03-10842-PJW
   Evolve Canada, Inc.                   03-10843-PJW

Type of Business: Evolve provides service delivery software that
                  automates and integrates the core business
                  processes required for delivering services.

Chapter 11 Petition Date: March 20, 2003

Court: District of Delaware

Judge: Peter J. Walsh

Debtors' Counsel: Brendan Linehan Shannon, Esq.
                  Michael R. Nestor, Esq.
                  Joseph M. Barry, Esq.
                  Young, Conaway, Stargatt & Taylor
                  The Brandywine Bldg.
                  1000 West Street, 17th Floor
                  PO Box 391
                  Wilmington, DE 19899-0391
                  302 571-6600
                  Fax : 302-571-1253
                  Email: bankruptcy@ycst.com

Total Assets: $7,844,000

Total Debts: $8,055,702

List of Debtors' 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
BEP- Emery Tech LLC           Emeryville Lease      $3,786,014
c/o CAC Real Estate Mgt. Co.
111 Sutter Street, Suite 100
San Francisco, CA 94104
Phone: (415)291-1733
Fax: (415)291-1738

Providian Financial           San Francisco Lease    
Unliquidated
1333 Broadway, 5th Floor
Oakland, CA 94612
Phone: (510) 768-7661
Fax: (877)796-6321

Wilson, Sonini, Goodrich      Legal Services          $332,413
  & Rosati
PO Box 60000
San Francisco, CA 94160-3672
Phone: (415) 493-9300
Fax: (415) 947-2099

Phoenix Leasing Inc.          Equipment Lease Buyout  $108,350

ePresence Inc.                Legal Settlement         $90,000

Cisco Systems Capital Corp.   Computer Lease           $79,515

Revenue Canada                Canadian Payroll Taxes   $65,000

Blue Cross of California      Health Insurance         $55,868

Intraspect Software, Inc.     Consulting Services      $52,507

Alphablox                     Prepaid Royalties        $44,292

TechSpan Inc                  Consulting Services      $44,272

PricewaterhouseCoopers        Accounting Services      $33,600

Inprise/Borland               Royalties                $27,793

La Vista Consulting ITS, Inc. Consulting Services      $19,537

PricewaterhouseCoopers- UK    Accounting Services      $17,160

IOS Capital                   Copier Lease             $15,488

Actuate Corporation           Royalties                $15,120

EPI-USE America, Inc.         Consulting Services      $15,080

Tan, Janet                    Accounting Services      $14,087

Gartner Group, Inc.           Analyst Fees             $12,338


FAIRFIELD MANUFACTURING: Misses Preferred Share Dividend Payment
----------------------------------------------------------------
Dividend payments for the 11-1/4% Cumulative Exchangeable
Preferred Stock of Fairfield Manufacturing Company, Inc. are
scheduled to occur on March 15 and September 15 of each year in
accordance with the terms of the Certificate of Designations
relating to the Preferred Stock.  The Board of Directors of the
Company has not determined to pay a dividend with respect to the
Preferred Stock on March 15, 2003, and accordingly the Company
did not pay a dividend on that date.  Dividends will continue to
accrue in accordance with the terms of the Certificate of
Designations relating to the Preferred Stock.

Fairfield Manufacturing Company Inc., is one of the world's
largest independent designer and manufacturer of gears, custom
gear sets and power transmission assemblies. The Company's
September 30, 2002 balance sheet shows a total shareholders'
equity deficit of about $114 million.


FEDERAL-MOGUL: Wants to File Disclosure Statement by April 21
-------------------------------------------------------------
Federal-Mogul Corporation and its debtor-affiliates ask the
Court for more time to file a disclosure statement to their
Joint Plan of Reorganization and to extend their exclusive
period to solicit acceptances of their Joint Plan.

The Debtors explain that the co-proponents of the Joint Plan
have not contemplated the proposed Disclosure Statement required
to accompany the Plan as a result of the extensive continuing
negotiations, the joint drafting effort, and the extensive
approval process for each of the Co-proponents.  After
announcing on January 31, 2003, that they have reached an
agreement in principle with their principal creditor
constituencies regarding a consensual reorganization plan, the
Debtors and the other Co-proponents have worked cooperatively to
prepare the Joint Plan, incorporating the agreement in principle
for the treatment of prepetition Bank Claims, exit requirements
and numerous other issues.  The Plan Co-proponents include the
Debtors, the Official Committee of Unsecured Creditors, the
Official Committee of Asbestos Claimants, the Legal
Representative for Future Asbestos Claimants and the agent for
the Debtors' prepetition lenders.

Accordingly, the Debtors propose to file the Disclosure
Statement by April 21, 2003.

The Debtors relate that the most significant element of the
Disclosure Statement that remains to be completed is the
asbestos personal injury claims distribution procedures -- TDP's
-- and the structure of the Section 524(g) Trust and sub-trusts
that are central to the Joint Plan.  The Plan Co-proponents have
agreed that a disclosure statement describing the Joint Plan
would not contain "adequate information" within the meaning of
Section 1125(a) of the Bankruptcy Code, without accurate
description of the TDP's and the Trust structure.  Now that the
Plan has been filed, the Debtors assure the Court that they will
attempt to engage the other Plan proponents to finalize any open
Plan issues, the Trust structure, the TDP's and, in turn, the
proposed Disclosure Statement.  The Debtors want to file the
Disclosure Statement by April 21, 2003 to enable the Court to
schedule a Disclosure Statement hearing for June 11, 2003.

Rule 3016(b) of the Federal Rules of Bankruptcy Procedure
provides that:

      "In a chapter 9 or 11 case, a disclosure statement
      under Section 1125 or evidence showing compliance
      with Section 1126(b) of the Bankruptcy Code will be
      filed with the Plan or within a time fixed by the
      Court."

By timely filing the Joint Plan, the Debtors' Exclusive
Solicitation Period presently continues through May 5, 2003.  
But since the Disclosure Statement Hearing will not be held
until June 11, 2003, the Debtors tell the Court that the
solicitation of plan votes cannot begin until after the
Disclosure Statement is approved.  Therefore, an extension of
the Exclusive Solicitation Period is appropriate.

To this end, the Debtors suggest that the Court extend their
Exclusive Solicitation Period through August 11, 2003.  If the
Disclosure Statement is approved on the June 11 Hearing, the
Debtors will require at least another 60 days to distribute
copies of the Joint Plan, the approved Disclosure Statement and
related solicitation materials.

Judge Newsome will convene a hearing on April 2, 2003 at 2:00
p.m. to consider the Debtors' request. (Federal-Mogul Bankruptcy
News, Issue No. 34; Bankruptcy Creditors' Service, Inc.,
609/392-0900)


GENERAL BINDING: George Bayly is Presiding Independent Director
---------------------------------------------------------------
General Binding Corporation (Nasdaq:GBND) announced that George
V. Bayly has been named Presiding Independent Director, a newly-
created position on its Board of Directors.  Mr. Bayly, a
principal in Whitehall Investors LLC, has been a GBC director
for more than four years.

In addition to his responsibilities as a Director, Mr. Bayly
will coordinate information and activities to help the Company's
independent directors perform their roles effectively and
responsibly. In this role, he may request additional information
on behalf of independent directors or ask that specific items be
added to the Board's agenda.  Mr. Bayly also will counsel the
Chairman on issues of interest or concern to the independent
directors.

"We are pleased that Mr. Bayly has agreed to accept this
important new position," said Dennis Martin, GBC's Chairman,
President and CEO. "Mr. Bayly's extensive business experience
across a variety of corporate environments, strong leadership
skills, and knowledge of our business complements the many
strengths of our Board of Directors."

Mr. Martin further noted that independent directors of publicly-
held U.S. companies clearly have the duties and authority
included in the job of Presiding Independent Director. "But we
want to have a process in place that allows our outside
directors to perform their responsibilities to the fullest," he
added. "This announcement is a signal of our commitment to
strong corporate governance. In this new role, Mr. Bayly will
help us deliver our commitment to maximizing shareholder value
and maintaining the highest levels of corporate governance."

Mr. Bayly's business career spans more than 30 years. Before
joining Whitehall Investors LLC, a venture capital firm formed
in 2002, he was Chairman, President, and CEO of Ivex Packaging
Corporation. Previously he was Chairman, President, and CEO of
Olympic Packing Inc. He also held broad-based management and
business development positions at various other companies,
including Packaging Corporation of America and International
Paper Company.

Mr. Bayly sits on the boards of Carvel Inc., the Chicago Stock
Exchange, Field Industries, Packaging Dynamics Inc., Roark
Capital, Chargeurs Inc. (France), Huhtamaki (Finland), Miami
University of Ohio, Shedd Aquarium and the United Way.

GBC -- whose corporate credit is currently rated at B+ by
Standard & Poor's -- is a world leader in products that bind,
laminate, and display information so people can accomplish more
at work, school and home. GBC's products are marketed in more
than 100 countries under the GBC, Quartet, and Ibico brands, and
they help people organize and communicate ideas and enhance
printed materials.


GENUITY INC: Judge Beatty Compels Deutsche Bank to Produce Docs.
----------------------------------------------------------------
Judge Beatty orders Deutsche Bank to immediately produce
documents sufficient to show the value at which Deutsche Bank
recorded its aggregate credit or loan extended to Genuity
pursuant to the Credit Agreement, as of December 31, 2001, March
31, 2002, June 30, 2002, and July 23, 2002.  (Genuity Bankruptcy
News, Issue No. 8; Bankruptcy Creditors' Service, Inc., 609/392-
0900)


GEOKINETICS INC: Shareholders Approve Restructuring Transactions
----------------------------------------------------------------
Geokinetics Inc., (OTC Bulletin Board: GEOK) announced that at
the Annual Meeting of Stockholders held on March 18, 2003,
stockholders voted to approve a series of debt restructuring
transactions and a reverse stock split of its common stock at a
ratio of 1-for-100. Disinterested stockholders approved the
restructuring and reverse stock split by a margin of more than
three to one.

William R. Ziegler, Chairman of Geokinetics' Board of Directors,
commented, "The vote [Wednes]day confirms the support of our
stockholders for the restructuring and allows us to continue our
efforts to complete these transactions. We continue to believe
that when completed, the restructuring will significantly
benefit the company for the long-term and will further enhance
our competitive position."

Closing of the restructuring and reverse stock split is expected
to occur by April 18, 2003.

Geokinetics Inc., based in Houston, Texas, is a provider of 3D
seismic acquisition and high-end seismic data processing
services to the oil and gas industry.


GLOBAL CROSSING: Urges Court to Clear Techtel Settlement Pact
-------------------------------------------------------------
Paul M. Basta, Esq., at Weil Gotshal & Manges LLP, in New York,
recounts that in September 2001, certain of the Global Crossing
Debtors entered into two separate deposit agreements with
Techtel LMDS Comunicaciones Interactivas S.A.  By entering into
the Deposit Agreements, the Debtors sought to:

  -- reduce the need to build out planned local and domestic
     networks by outsourcing to Techtel connectivity
     requirements in Argentina via Techtel's network; and

  -- minimize the cost of access by securing discounts to market
     rates for all purchases of products and services from
     Techtel.

Pursuant to the Deposit Agreement dated as of September 28, 2001
by and between Techtel and GX SAC Argentina S.R.L., Mr. Basta
relates that GX Argentina agreed to pay a $2,500,000 non-
refundable deposit plus 21% VAT, totaling $3,025,000 towards the
purchase price of various services to be provided by Techtel.
Pursuant to the terms of the Deposit Agreement, the GX Deposit
may be used by Global Crossing or its affiliates toward the
purchase price of any Services in the city of Buenos Aires,
Argentina, during the period commencing on September 28, 2001
and ending on September 28, 2004.  GX Argentina has consumed
$608,165.37 in Services, including those provided on the Techtel
Network, and $2,416,834.63 remains available for drawdown prior
to the GX Deadline.

Pursuant to the Deposit Agreement, dated as of September 28,
2001, by and between Techtel and Global Crossing Europe Limited,
Mr. Basta explains that Techtel agreed to pay a $2,100,000 non-
refundable deposit towards the purchase price of rights with
respect to capacity and services on the Debtors' Network and
off-net capacity.  The Techtel Deposit was to be used by Techtel
or its affiliates toward the purchase price of capacity
purchased and activated by Techtel during the period commencing
on September 28, 2001 and ending on September 28, 2002, in
accordance with the terms and conditions set forth in the
Capacity Purchase Agreement entered into subsequent to the date
of the Techtel Deposit Agreement.  Techtel has consumed
$845,259.39 -- excluding taxes -- of capacity, and $1,254,740.61
was not used by Techtel prior to the Techtel Deadline.

Due to the downturn in the economy, particularly in the
telecommunications sector, Mr. Basta states that the Debtors
have reconsidered their requirements for capacity and services.  
After extensive arm's-length negotiations, the GX Parties and
Techtel entered into a Settlement Agreement, dated as of
November 11, 2002 to resolve all issues related to the Deposit
Agreements. Pursuant to the Settlement Agreement, the parties
agreed to modify the amount of credit available to GX Argentina
against the original prepaid purchase price under the Techtel
Deposit Agreement and to extend the time within which GX
Argentina may consume those remaining credits.  In addition,
Techtel agreed to release GX Europe from any claims in
connection the Techtel Deposit Agreement, including claims with
respect to Techtel's unused commitment credits.

Pursuant to this motion, the Debtors ask the Court to approve
the Settlement Agreement.

The salient terms of the Settlement Agreement are:

  A. Global Crossing Parties: Global Crossing Europe Limited and
     GC SAC Argentina S.R.L.

  B. Techtel Parties: Techtel LMDS Comunicaciones Interactivas
     S.A.

  C. Modification of Credits: The parties agree that as of
     November 11, 2002, GX Argentina has a credit to be used in
     connection with services over the Techtel Network of
     $1,162,094.02, including taxes.

  D. Term: The GX Deposit may be used by Global Crossing or its
     affiliates towards the purchase price of services from
     Techtel and will not expire until fully used by Global
     Crossing.

  E. Release: Techtel and all of its subsidiaries and affiliates
     releases and forever discharges GX Europe and its
     shareholders, affiliates, subsidiaries, employees,
     officers, directors, successors and assigns, from all
     claims, damages, costs, expenses and liabilities, including
     releasing GX Europe from a claim in connection with the
     Techtel Deposit Agreement, including any claim with respect
     to Techtel's unused commitment credits.

Mr. Basta points out that the decline in the telecommunications
industry due to the overall economic downturn has resulted in a
reduction in the level of capacity and services required by the
Debtors from that was originally contemplated under the Deposit
Agreement.  The Settlement Agreement enables the Debtors to
extend the period indefinitely within which the GX Deposit may
be used towards the purchase of the Services from Techtel.  In
addition, the Settlement Agreement provides for the release by
Techtel of GX Europe of any claims in connection with the
Techtel Deposit Agreement and any unused commitment credits
associated therewith.

Although pursuant to the terms of the Settlement Agreement, the
Debtors' remaining credit will be reduced from $2,416,834 to
$1,162,094, the Debtors do not require sufficient services from
Techtel by the GX Deadline to utilize the existing credit.
Absent the Settlement Agreement, Mr. Basta is concerned that a
significant portion of the GX Deposit will expire unused.

By assuming the obligations under the GX Argentina Deposit
Agreement in the context of the Settlement Agreement, the
Debtors:

  -- obtain the benefit of applying the GX Deposit as payment
     for future services; and

  -- maintain a positive and beneficial relationship with
     Techtel on a going-forward basis.

Considering the benefit to the estates accruing from the
assumption, the Debtors determined, in their business judgment,
to assume the GX Argentina Deposit Agreement, as amended.
(Global Crossing Bankruptcy News, Issue No. 36; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


GLOBAL CROSSING: Integrates Web Conferencing to Ready-Access
------------------------------------------------------------
Global Crossing announced has fully integrated its flagship
Ready-Access(R) audio conferencing service with its cost-
effective, easy-to-use, Web-based conferencing service called
Ready-Access Web Meeting. This latest on-demand service expands
Global Crossing's Web-based conferencing portfolio, enriching
the conference call experience and giving users more control
over their meetings, thereby increasing meeting effectiveness
and productivity.

By combining Global Crossing's easy-to-use Ready-Access audio
conferencing with the reach and flexibility of the Internet,
managing the visual component of meetings has never been easier.
With Ready-Access Web Meeting, users share PowerPoint
presentations and images online and can record them synchronized
to the audio portion of their meetings. Synchronized recordings,
hosted on a secure server, can be played back at any time using
Windows Media(R) Player or RealOne(TM) Player.

Ready-Access Web Meeting requires no advanced reservations or
set-up and is accessible through a Ready-Access subscription
number and the same permanent access code customers use to
access Ready-Access audio conferencing services. Simple online
commands give the chairperson point-and-click control to
moderate the meeting, change account options and dial out to
additional participants or entire groups from a personalized
address book -- all while conducting live, online presentations.

"We continue to invest in new enhancements for the overall
conferencing customer experience," said Don Poulter, president
of Global Crossing Conferencing Services. "By integrating Web
Meeting into our Ready-Access suite of audio conferencing
services, we are better positioned to provide our customers with
the cost-effective tools they need to help increase their
productivity."

"Our recent market research indicates that 66 percent of Web
conferencing users employ the service primarily to share slide
presentations online," said David Alexander, senior analyst at
Frost & Sullivan. "Global Crossing's Ready-Access Web Meeting
not only addresses that demand in the marketplace, but also adds
a new level of differentiation by integrating synchronized audio
with Web presentation recording and playback capabilities."

Web Meeting is the latest addition to Global Crossing's Web-
based conferencing services portfolio, offering customers
alternative solutions to meet a variety of conferencing needs.
In addition to Web Meeting, Global Crossing also supports
eMeeting -- a full-featured Web conferencing tool that offers
presentation sharing, collaborative editing and Internet
browsing capabilities and may be used for larger conferences of
up to 500 users. Global Crossing Conferencing Services is a 24x7
full-service conferencing solution provider offering automated
and operator-assisted audio conferencing, Web conferencing and
video conferencing backed by the industry's best redundancy
protection and disaster recovery systems.

Global Crossing provides telecommunications solutions over the
world's first integrated global IP-based network, which reaches
27 countries and more than 200 major cities around the globe.
Global Crossing serves many of the world's largest corporations,
providing a full range of managed data and voice products and
services.

On January 28, 2002, Global Crossing Ltd. and certain of its
subsidiaries (excluding Asia Global Crossing and its
subsidiaries) commenced Chapter 11 cases in the United States
Bankruptcy Court for the Southern District of New York
(Bankruptcy Court) and coordinated proceedings in the Supreme
Court of Bermuda (Bermuda Court). On the same date, the Bermuda
Court granted an order appointing joint provisional liquidators
with the power to oversee the continuation and reorganization of
the Bermuda-incorporated companies' businesses under the control
of their boards of directors and under the supervision of the
Bankruptcy Court and the Bermuda Court. Additional Global
Crossing subsidiaries commenced Chapter 11 cases on April 23,
August 4 and August 30, 2002, with the Bermuda incorporated
subsidiaries filing coordinated insolvency proceedings in the
Bermuda Court. The administration of all the cases filed
subsequent to Global Crossing's initial filing on January 28,
2002 has been consolidated with that of the cases commenced on
January 28, 2002. Global Crossing's Plan of Reorganization,
which was confirmed by the Bankruptcy Court on December 26,
2002, does not include a capital structure in which existing
common or preferred equity will retain any value. Global
Crossing expects to emerge from bankruptcy in the first half of
2003.

On November 18, 2002, Asia Global Crossing Ltd., a majority-
owned subsidiary of Global Crossing, and its subsidiary, Asia
Global Crossing Development Co., commenced Chapter 11 cases in
the United States Bankruptcy Court for the Southern District of
New York and coordinated proceedings in the Supreme Court of
Bermuda, both of which are separate from the cases of Global
Crossing. Asia Global Crossing has announced that no recovery is
expected for Asia Global Crossing's shareholders. Asia Netcom, a
company organized by China Netcom Corporation (Hong Kong) on
behalf of a consortium of investors, has acquired substantially
all of Asia Global Crossing's operating subsidiaries except
Pacific Crossing Ltd., a majority-owned subsidiary of Asia
Global Crossing that filed separate bankruptcy proceedings on
July 19, 2002. Global Crossing no longer has control of or
effective ownership in any of the assets formerly operated by
Asia Global Crossing.

Please visit http://www.globalcrossing.comfor more information  
about Global Crossing.

Global Crossing Ltd.'s 9.125% bonds due 2006 (GBLX06USR1) are
trading at about 3 cents-on-the-dollar, says DebtTraders. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=GBLX06USR1
for real-time bond pricing.


GMAC COMMERCIAL: S&P Assigns BB Prelim. Rating to Class F Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to GMAC Commercial Mortgage Securities Inc.'s $412.4
million mortgage pass-through certificates series 2003-FL1:

  Class                Rating               Amount ($)
   A                    AAA                248,463,000
   B                    AA                  42,270,000
   C                    A                   39,177,000
   D                    BBB                 44,332,000
   E                    BBB-                18,042,000
   F                    BB                  20,104,000


The preliminary ratings are based on information as of March 19,
2003. Subsequent information may result in the assignment of
final ratings that differ from the preliminary ratings.

The preliminary ratings reflect the credit support provided by
the subordinate classes of certificates, the liquidity provided
by the trustee, the economics of the underlying loans, and the
geographic and property type diversity of the loans. Standard &
Poor's analysis determined that, on a weighted average basis,
the pool has a debt service coverage ratio of 1.31x, a beginning
loan-to-value ratio of 63.4%, and an ending LTV of 62.6%. Unless
otherwise indicated, all calculations, including weighted
averages, do not consider the junior participation interests
that are not included in the trust assets.


GROUP MANAGEMENT: Files Chapter 11 Petition in N.D. Georgia
-----------------------------------------------------------
Group Management Corp., (OTC BB: GPMT) filed a Chapter 11
Reorganization in the Northern District of Georgia, Case No.
03-93031MHM, after again receiving multiple demands for free
trading shares from convertible debenture holders. These demands
total more than 8,000,000 shares of GPMT. It is GPMT's belief
that these shares will be used to cover a naked short position,
and management felt a Chapter 11 was the only option available
to address this debt.  

                  Effects of Reorganization  

The Reorganization will not have any effect on the day-to-day
operations of GPMT and the business plan remains the same. The
Reorganization allows the company to subpoena the trading
records of the debenture holders, market-makers and others whom
the company believes have aided and abetted harm to GPMT.  

"We will shortly begin an aggressive litigation campaign to
uncover the source(s) of the irregular trading in GPMT's stock
that has occurred since the convertible debenture financing was
entered," the Company says.  

                      Management Team  

GPMT has new management in place. Thomas Ware, Barry Corker, and
Len Churn formally resigned from the board of directors. Lamar
Sinkfield is acting as the CEO until a permanent replacement can
be selected. Thomas Ware will continue in the role as legal
counsel and communications contact. Len Churn will continue to
act as a consultant to the company.


                        Business Plan  

"We have located a source that has several shell corporations
with free trading shares; our plan to increase the value of our
stock is to acquire several of these shell corporations,
register the shares in a SB-2 filing and distribute a portion of
the shares to the shareholders after the SB-2 registration
statement is effective," the Company says.  "The spun off
company will then apply for trading on the OTC Bulletin board as
a full reporting separate entity."


GROUP MANAGEMENT: Chapter 11 Case Summary
-----------------------------------------
Debtor: Group Management Corp.  
        101 Marietta St.  
        Suite 1070  
        Atlanta, GA 30303  

Bankruptcy Case No.: 03-93031-mhm

Type of Business: Entertainment, Financial services

Chapter 11 Petition Date: March 18, 2003

Court: Northern District of Georgia (Atlanta)

Judge: Margaret Murphy

Debtor's Counsel: Thomas Ware, Esq.
                  101 Marietta Street  
                  Suite 1070   
                  Atlanta, GA 30303  
                  (404)522-2212

Total Assets: $100,000

Total Debts: $1,500,000


HEALTHSOUTH CORP.: S&P Hatchets Low-B Ratings Over Fraud Charges
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
and senior unsecured ratings on HEALTHSOUTH Corp. to 'B-' from
'BB-'. At the same time, the subordinated rating was lowered to
'CCC'. The downgrade reflects the uncertainty regarding the
company's true historical and future profitability, as well as
its financial position after the U.S. Securities and Exchange
Commission charged both the company and the CEO with accounting
fraud. The large alleged earnings overstatement related to the
fraud also places into doubt the company's future profit-
generating potential.

The downgrade further reflects:

- Lack of clarity over senior management direction;

- Unclear prospects for ongoing liquidity as the company pursues
  a bank amendment to revise covenants to help avoid a possible
  covenant violation.

- Furthermore, given the recent allegations of fraud and
  overstated earnings, it is unclear how responsive the
  company's bank group will be should it need their assistance
  in refinancing an estimated $345 million of convertible notes
  due April 1, 2003; and

- The possible adverse implications on the company's future
  financial position should the allegations of fraud be proven
  true.

"Recent events have resulted in Standard & Poor's decreased
confidence that HEALTHSOUTH's reported financial performance and
resultant financial profile accurately reflects its true
financial condition," said Standard & Poor's credit analyst
David Peknay.

It has also been announced that a former CFO has agreed to plead
guilty to securities fraud, conspiracy and wire fraud charges,
and false certification of financial records. He will cooperate
with the government corporate fraud investigation, and this adds
a significant measure of legitimacy to the charges. The large
magnitude of the alleged earnings overstatement of $1.4 billion,
and asset value overstatement of $800 million, places into doubt
both the accuracy of historically reported earnings, and the
future profit-generating potential of its businesses.

HEALTHSOUTH's ability to manage its upcoming maturity of
convertible notes due April 1, 2003, is also more questionable
with today's charges and allegations. With a possible covenant
violation as of Dec. 31, 2002, likely need for assistance in
refinancing the convertibles so the company has adequate
liquidity, and uncertain profitability of the company, it is
unclear what the response of the company's bank group will be.

In addition, the ability of senior management to capably manage
the business is more questionable due to the distractions of the
ongoing investigations. It is also quite possible that
management changes will occur, adding doubt as to the future
direction of the company, particularly in light of its unclear
financial status.

The ratings remain on CreditWatch with negative implications,
where they were originally placed Aug. 27, 2002. The CreditWatch
placement reflects the company's uncertain liquidity position as
it seeks an amendment on its bank facility as well as the
possible negative fallout on the company related to these
serious allegations.

HEALTHSOUTH, based in Birmingham, Ala., had about $3.3 billion
of debt outstanding as of Dec. 31, 2002.

Before taking further rating action, Standard & Poor's will
review within two weeks HEALTHSOUTH's liquidity position,
refinancing of the convertible debt, and terms of a bank
amendment, should one be received.

The low, speculative-grade ratings on HEALTHSOUTH Corp. reflect
the company's participation in a competitive industry with
significant reimbursement risk. The company, with nearly 1,700
facilities, ranks as the largest U.S. provider of rehabilitative
health care services, outpatient surgery, and diagnostic
imaging.


HEXCEL CORP: Obtains $115 Million Asset-Based Credit Facility
-------------------------------------------------------------
Fleet Capital Corporation, one of the nation's largest asset-
based lenders, announced that it served as agent for a $115
million revolving credit facility to Hexcel Corporation (NYSE:
HXL), the world's leading advanced structural materials company.
Fleet Securities, Inc., was sole lead arranger of the revolving
credit and was co-manager for Hexcel's $125 million senior
secured high yield bond issuance. Fleet will also provide cash
management and foreign exchange products and services.

"Fleet brought together a complete financing package--an asset-
based loan, a high yield bond placement and risk management
solutions that met the unique needs of our multinational
business," said Hexcel Chairman and CEO, David E. Berges. "This
loan structure also enabled us to maximize our total borrowing
capacity by incorporating assets from our foreign subsidiaries."

"An asset-based loan structure offered Hexcel increased
flexibility and liquidity," said Fleet Capital President and CEO
James G. Connolly. "This refinancing addresses the company's
need for capital resources to manage its business through
difficult economic times."

"Our knowledge of Hexcel, its industry and the asset-based loan
syndication market allowed us to successfully structure and
syndicate this transaction," said Fleet Securities, Inc.
Managing Director, Chris Carmosino.

Established in 1946, Stamford, Connecticut-based Hexcel
Corporation -- http://www.hexcel.com-- 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.

Fleet Capital Corporation, which has more than 20 offices
located throughout the United States, provides asset-based loans
and a broad array of capital markets products to domestic
middle-market companies and their foreign subsidiaries. Fleet
Capital is part of FleetBoston Financial, the nation's seventh
largest financial holding company with approximately $190
billion in assets. The company's principal businesses, Personal
Financial Services and Commercial Financial Services, offer a
comprehensive array of innovative financial solutions to 20
million customers. Fleet's Commercial Financial Services
division provides commercial lending, syndications, leasing,
cash management, foreign exchange and interest rate derivatives
to corporate clients. FleetBoston Financial is headquartered in
Boston and listed on the New York Stock Exchange (NYSE: FBF) and
the Boston Stock Exchange (BSE: FBF). For more information about
Fleet Capital, visit us at http://www.fleetcapital.com

                         *     *     *

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.


HEXCEL CORP: Completes Capital Structure Refinancing Transaction
----------------------------------------------------------------
Hexcel Corporation (NYSE/PCX: HXL) successfully completed the
refinancing of its capital structure through the simultaneous
closing of three financing transactions: the completion of its
previously announced sale of convertible preferred stock for
$125 million, the issuance of $125 million of 9-7/8% senior
secured notes due 2008, and the establishment of a new $115
million senior credit facility.

As a result the company will have no significant scheduled debt
maturities until 2008.

Hexcel completed the sale of 125,000 shares of series A
convertible preferred stock and 125,000 shares of series B
convertible preferred stock for $125 million in gross cash
proceeds. Affiliates of Berkshire Partners LLC and Greenbriar
Equity Group LLC invested $77.9 million. Affiliates of Goldman
Sachs invested $47.1 million. These investments were made in
accordance with their previously announced terms.

The proceeds from the sale of convertible preferred securities
have been used to provide for the redemption of the Company's 7%
convertible subordinated notes due 2003 and to reduce senior
debt outstanding under the Company's existing senior credit
facility. Proceeds to be used to redeem the 7% convertible
subordinated notes have been remitted to US Bank Trust, trustee
for the notes, for the express purpose of retiring the
outstanding principal balance of the notes, plus accrued
interest. US Bank Trust will advise holders of the notes of the
arrangements for the redemption of these securities. The trustee
expects that the redemption will be completed within the next 45
days.

In addition, Hexcel completed the refinancing of its existing
senior credit facility. The remaining advances under the
existing facility, after the application of a portion of the
equity proceeds, have been repaid with the proceeds from the
issuance of the Company's new 9-7/8% senior secured notes due
2008 and a new $115 million senior secured credit facility led
by Fleet Bank also due 2008. Further, the Company will have
several local European credit lines in addition to those
provided under the new senior secured credit facility.

With the benefit of the financing transactions, the Company's
next significant scheduled debt maturity will not occur until
2008, with annual debt maturities ranging between $6.2 million
and $12.5 million until then. Total debt as of February 28,
2003, after giving pro-forma effect to the financing
transactions and their related costs, is approximately $530
million, the lowest level in five years. The Company will report
all of its debt, except for current maturities of about $6.2
million, as long term as of its next balance sheet date.

Mr. David E. Berges, Chairman, President and Chief Executive
Officer of Hexcel stated, "I am extremely pleased that we have
completed this recapitalization and improved Hexcel's financial
and operating flexibility. Over the past 18 months, we have
right-sized the Company's operations. With today's actions, we
have now right-sized our capital structure, and positioned the
Company to weather the current down cycle in our electronics and
commercial aerospace markets. With no significant scheduled debt
maturities or principal amortization for the next 5 years, we
can better apply our energies to positioning for what we believe
will be long term growth markets. Although an aerospace market
recovery may be some time away, our customers continue to
develop new aircraft designs with increased composite
penetration and they can now be reassured that Hexcel will
continue to provide cost effective solutions for their material
performance needs. "

Mr. Berges continued "With this new equity infusion, we welcome
two new directors to our board, Mr. Joel S. Beckman, a Managing
Partner of Greenbriar Equity Group and Mr. Robert J. Small, a
Managing Director of Berkshire Partners. I appreciate the vote
of confidence from both investment groups as well as the
additional commitment from Goldman Sachs. We also bid farewell
to Hexcel's longest serving director, Marshall Geller. Marshall
joined the board in 1994 and played an important role in the
Company's consolidation of the advanced structural materials
industry. We thank him for his support and counsel."

For additional information on the transaction, please refer to
the proxy statement mailed to stockholders of record on
February 14, 2003. In the next couple of weeks, the Company will
issue a Form 8-K providing shareholders with revised annual debt
maturities and information on the reporting for the preferred
stock portion of the transaction.

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


INTERPUBLIC GROUP: Firms-Up Fourth Quarter Earnings Restatement
---------------------------------------------------------------
The Interpublic Group of Companies has finalized the earnings
restatement announced March 6, 2003, in its fourth quarter
earnings release and filed the related 10Q-A documents with the
Securities and Exchange Commission.

The filings detail a total restatement of $47.0 million that are
related to prior periods from January 1, 1997 to September 30,
2002. Of that amount, $17.1 million related to its Octagon Motor
Sports unit and $29.9 million related to other operations.

The Interpublic Group of Companies is among the world's largest
advertising and marketing organizations. Its global operating
groups are McCann-Erickson WorldGroup, The Partnership, FCB
Group and Interpublic Sports and Entertainment Group. Major
global brands include Draft Worldwide, Foote, Cone & Belding
Worldwide, Golin/Harris, NFO WorldGroup, Initiative Media, Lowe
Worldwide, McCann-Erickson, Octagon, Universal McCann and Weber
Shandwick.

As previously reported in Troubled Company Reporter, Standard &
Poor's Ratings Services assigned its 'BB+' rating to The
Interpublic Group of Cos. Inc.'s $700 million 4.5% convertible
senior note issue due 2023. Proceeds are expected to be used to
fund the company's concurrent offer to purchase its outstanding
zero-coupon convertible senior notes due 2021.

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

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


KMART CORP: Court Approves Salton Pact to Settle Claims Dispute
---------------------------------------------------------------
On January 27, 1997, Kmart Corporation, its debtor-affiliates
and Salton Inc. entered into a Purchase, Distribution and
Marketing Agreement, under which Salton granted the Debtors the
exclusive rights in the discount retail market to purchase,
distribute and sell certain products bearing the trademark White
Westinghouse through June 2004, unless earlier terminated, in
exchange for certain payments. After the Petition Date, the
Debtors continued to receive these exclusive rights to purchase,
distribute and sell certain products bearing the Trademark
pursuant to the Licensing Agreement, and Salton continued to
receive certain payments required by the Licensing Agreement.

But on February 11, 2002, Salton filed that a motion to reclaim
the goods sold to and received by the Debtors between
January 11, 2002 and January 22, 2002.  However, the Court
dismissed the motion as moot.  On May 15, 2002, Salton filed
another motion to fix and determine the classification of its
unsecured claim, which the Court denied.

Undaunted, on June 14, 2002, Salton filed a motion seeking to
lift the automatic stay so that it could give Kmart a notice
terminating the Licensing Agreement, under a particular
provision, effective June 30, 2003.  Over the course of several
months, the Debtors and Salton worked together to try and
consensually resolve the issues raised in the Stay Motion.  The
Debtors were also eager to terminate the Licensing Agreement but
wanted to preserve the right to receive and sell the White
Westinghouse products that they had ordered for this past
Christmas season.  Despite repeated attempts, the parties were
unable to reach an agreement on a wind-down period and
compensation for the use of the White Westinghouse Trademark
during the period.

On October 15, 2002, the Debtors sent Salton a notice
terminating the Agreement effective January 1, 2003, thus ending
their obligations under the Agreement long before the effective
date of Salton's purported termination.  The primary reason for
that decision was the Debtors' discontinuation of the majority
of the products within the scope of the Agreement being offered
in Kmart stores.  The Debtors also found the substantial minimum
royalty obligations under the Agreement an unnecessary drain on
the estates' resources.

At the October 28, 2002 hearing, after hearing preliminary
arguments from the parties, the Court set an evidentiary hearing
on December 5, 2002 with regards to the Motion.  At that point,
both the Debtors and Salton issued numerous notices of
depositions and propounded significant discovery.

In addition to the various disputes that had already arisen, the
Debtors anticipated that certain additional disputes concerning
the Licensing Agreement would need to be litigated, including,
but not limited to, the issue of which party's termination
controlled, the effective date of the termination, the parties'
rights upon termination, and the amount of royalties due for the
Debtors' use of the Trademark before termination date.

At the Debtors' request, the Court on November 20, 200 referred
the issue for mediation to be held on December 6, 2002 before
Judge John D. Schwartz.  The Debtors wanted to avoid the
expense, delay, uncertainty and risk inherent in litigating the
various issues at stake.  During the mediation, the Parties
agreed on the primary terms of a global settlement of all the
claims related to the Licensing Agreement.  Since then, the
Debtors and Salton have finalized the remaining terms of the
Settlement Agreement.

To avoid the expense, delay, and uncertainty of litigating the
parties' positions with respect to the wind-down procedures for
the Licensing Agreement, including the legal effect and
enforceability of the parties' termination notices, the Debtors
and Salton have agreed to resolve their disputes pursuant to the
terms of the Settlement Agreement.

The Debtors believe that there is ample business justification
for them to enter into the Settlement Agreement.  The Debtors'
ability to quickly reorganize these estates and provide a
recovery to their creditors and other stakeholders rests, in
part, on their ability to resolve outstanding disputes like
this. The Debtors assert that the Settlement Agreement is in the
best interests of their estates, particularly because it:

    (1) reduces Salton's potential administrative claim;

    (2) avoids significant legal costs;

    (3) preserves the Debtors' profitable business relationship
        with Salton; and

    (4) releases the Debtors from any claim that Salton may have
        against them.

As approved by the Court, the Settlement Agreement provides, in
general, that:

    (a) The Licensing Agreement and the Debtors' right to the
        exclusive use of the Trademark under the Licensing
        Agreement will terminate by mutual consent of the
        parties. Salton is permitted to enter into agreements
        with other discount retailers or department stores
        relating to the Trademark and the sale of the White
        Westinghouse products covered under the Licensing
        Agreement;

    (b) The Debtors will not place further orders for White
        Westinghouse products covered by the Licensing Agreement
        after December 31, 2002.  The Debtors, acting in good
        faith and using their reasonable efforts, will cease
        selling White Westinghouse products by June 30, 2003;

    (c) At that time, the Debtors will prepare an inventory of
        all White Westinghouse products remaining in their
        possession. The Debtors will share that Inventory with
        Salton not later than July 15, 2003.  Then, the Debtors
        will use their best efforts to sell or dispose of all
        remaining goods on or before August 31, 2003.  In the
        event that Salton believes that the Debtors materially
        breached any of these terms or conditions, Salton will
        provide written notice to the Debtors of the specific
        nature of the breach.  The Debtors will have the right
        to cure the breach within 30 days after their receipt of
        the notice;

    (d) The Debtors will pay to Salton $2,800,000 in full
        satisfaction and reconciliation of any and all the
        disputes between the parties, including but not limited
        to any claim or obligation arising under or related to
        the Licensing Agreement, except with respect to any
        claim for which Salton has already filed a proof of
        claim.  Upon receipt of the settlement amount, the
        Debtors will be entitled to receive all remaining
        inventory of White Westinghouse products held by Salton
        for the Debtors at no charge;

    (e) Salton will withdraw the Stay Motion with prejudice;

    (f) Salton is allowed an unsecured, non-priority claim for
        $4,217,291;

    (g) The Debtors release and discharge Salton for any claims
        arising out of or related to the disputes or to the
        Licensing Agreement or any past, present or future
        obligation owed under the Licensing Agreement,
        including, but not limited, to any potential claims of
        the Debtors under Section 547 of the Bankruptcy Code;
        and

    (h) Salton also releases and discharges the Debtors for any
        claims arising out of or related to the disputes or to
        the Licensing Agreement or any past, present or future
        obligation owed under the Licensing Agreement.  However,
        Salton does not release the Debtors from any claim for
        payments due under the Licensing Agreement for which
        Salton has already filed a proof of claim. (Kmart
        Bankruptcy News, Issue No. 50; Bankruptcy Creditors'
        Service, Inc., 609/392-0900)

DebtTraders reports that Kmart Corp.'s 9.00% bonds due 2003
(KM03USR6) are trading at about 15 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=KM03USR6for  
real-time bond pricing.


LA QUINTA: Completes $325-Million Senior Notes Private Placement
----------------------------------------------------------------
La Quinta Properties, Inc., and La Quinta Corporation (NYSE:
LQI) said that La Quinta Properties, Inc., has completed a
private placement of $325 million in senior notes due 2011 at
8-7/8%.  The senior notes rank pari-parsu with the Company's
existing senior notes and are guaranteed by La Quinta
Corporation.

La Quinta expects to use the net proceeds to fund tender offers
for any or all of the tendered portion of the Company's 7.82%
notes (puttable in 2003) due 2026, 7.51% medium term notes due
2003 and 7.25% senior notes due 2004, as well as the 7.114%
Exercisable Put Option Securities due 2004, as announced by the
Company on March 5, 2003.  The scheduled expiration date for the
tender offers is midnight, New York City time, on Tuesday,
April 1, 2003 unless extended.  La Quinta also expects to use
the net proceeds to fund senior notes maturing or puttable in
2003 and 2004 that were not tendered, repay borrowings under the
Company's revolving credit facility and for general corporate
purposes.

"We are pleased to have successfully completed this
transaction," said David L. Rea, Executive Vice President and
Chief Financial Officer.  "We are now positioned to address the
debt that either matures or is puttable in 2003 and 2004."

As reported in Troubled Company Reporter's March 13, 2003
edition, Fitch Ratings assigned a rating of 'BB-' to the
prospective $250 million senior unsecured notes due 2011 being
issued by La Quinta. Proceeds will be used to tender for the
outstanding $90.4 million 7.82% notes due 2026 (puttable in
2003), $16.1 million 7.51% medium term notes due 2003 and $63.9
million 7.25% senior notes due 2004. In addition, the company
has tendered for the $93.6 million outstanding 7.114%
Exercisable Put Option Securities due 2004. The new notes will
be issued by La Quinta Properties, Inc., and guaranteed by La
Quinta Corporation. The Rating Outlook is Negative.

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

The Negative Rating Outlook reflects the weak lodging
fundamentals that have disproportionately affected LQI's results
due to (i) LQI's significant exposure to underperforming markets
and (ii) downward pricing pressure and lower occupancy at
limited service hotels as full service hotels scale back
pricing.


MAGELLAN HEALTH: Wants More Time to File Schedules & Statements
---------------------------------------------------------------
Pursuant to Section 521 of the Bankruptcy Code and Rule 1007 of
the Federal Rules of Bankruptcy Procedures, Magellan Health
Services, Inc., and its debtor-affiliates are required to file
these documents with the Court:

    -- schedules of assets and liabilities;

    -- schedules of current income and expenditures;

    -- statements of financial affairs;

    -- schedules of executory contracts and unexpired leases;
       and

    -- lists of equity security holders.

To prepare the required Schedules and Statements, the Debtors
must gather information from books, records, and documents
relating to a multitude of transactions in numerous locations
throughout the United States.  Collection of the necessary
information requires an expenditure of substantial time and
effort on the part of the Debtors' employees.  On the Petition
Date, the Debtors filed with this Court their list of all
creditors holding unsecured claims against their estates, as
well as their list of secured creditors, each on a consolidated
basis.

Stephen Karotkin, Esq., at Weil, Gotshal & Manges LLP, in New
York, informs the Court that although the Debtors have mobilized
their employees to work diligently on the preparation of the
Schedules and Statements, because of the amount of work entailed
in the project and the competing demands upon employees to
assist in efforts to stabilize business operations during the
initial postpetition period, the Debtors were not able to
complete the Schedules and Statements properly and accurately in
time to file them on the Petition Date.

Mr. Karotkin relates that at the present time, it is anticipated
that at least 45 additional days will be required to complete
and file the Schedules and Statements.  Bankruptcy Rules
1007(a)(4) and 1007(c) provide for the extension, for cause, of
the time for the filing of the Schedules and Statements.  In
view of the size of the Debtors' cases, the amount of
information that must be assembled and compiled, the location of
the information, and the significant amount of employee time
that must be devoted to the task of completing the Schedules and
Statements, the Debtors assert that ample cause exists for the
requested extension.

Accordingly, the Debtors sought and obtained a Court order
extending the deadline to file their Schedules and Statements to
April 25, 2003, without prejudice to their ability to request
additional time should it become necessary. (Magellan Bankruptcy
News, Issue No. 3: Bankruptcy Creditors' Service, Inc., 609/392-
0900)  

Magellan Health Services' 9.275% 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.


MALAN REALTY: Selling Additional Properties for about $63 Mill.
---------------------------------------------------------------
Malan Realty Investors, Inc. (NYSE: MAL), a self-administered
real estate investment trust (REIT), has contracts for the sale
of four properties totaling $12.95 million and four signed
letters of intent for twelve additional properties for a total
price of $50.45 million.

The properties under contract are located in Fairview Heights,
Illinois; Farmington Hills, Michigan; Forestville, Maryland; and
Oshkosh, Wisconsin. The properties include 424,000 square feet
of gross leasable area. The properties covered by letters of
intent include eight Kmart-anchored shopping centers and two
theaters, and total approximately 1.3 million square feet of
GLA. The company also has one property under option for
$900,000. The sales of the properties under contract are
expected to close within 60 to 120 days.

The company also announced that it would be making a
distribution to its shareholders later this year in order to
maintain its status as a real estate investment trust (REIT)
under federal tax laws. The distribution will be declared by
September 15, 2003, which is the extended due date for the
company's federal income tax return, and is expected to be paid
in the fourth quarter of 2003. The amount of the dividend will
depend on the final determination of the company's 2002 taxable
income, which management currently estimates at approximately
$3.3 million. Based on the current number of shares outstanding,
the dividend is estimated to be approximately 64 cents per
share.

Malan is revising its range of estimated cash distributions in
liquidation to $4.75 per share to $6.50 per share, compared with
the previous range of $4.75 per share to $8.50 per share.
Jeffrey Lewis, president and chief executive officer of Malan
Realty Investors, said the upper end of the range was revised to
reflect changes in anticipated proceeds from property sales
given the current market environment as well as environmental
remediation issues and costs that were unanticipated when the
range of distributions was initially announced last summer.

"Although the actual proceeds from property sales to date and
expected proceeds from future sales are within 2 percent of our
original estimates, the decline in value has a significantly
greater impact on a per-share basis, given the highly leveraged
position of the company," Lewis said.

The company also announced that its annual meeting of
shareholders will be held at the Community House in Birmingham,
Michigan on Tuesday, May 13, 2003. Proxy materials and the
company's annual report will be mailed to shareholders prior to
the meeting.

Malan Realty Investors, Inc. owns and manages properties that
are leased primarily to national and regional retail companies.
In August 2002, the company's shareholders approved a plan of
complete liquidation. The company owns a portfolio of 47
properties located in nine states that contains an aggregate of
approximately 4.4 million square feet of gross leasable area.

On August 28, 2002, Malan shareholders approved a plan of
complete liquidation of the company. The plan provides for the
orderly sale of assets for cash or other such form of
consideration as may be conveniently distributed to
shareholders, payment of or establishing reserves for the
payment of liabilities and expenses, distribution of net
proceeds of the liquidation to common shareholders and wind up
of operations and dissolution of the company.

As a result of the adoption of the plan, the company adopted the
liquidation basis of accounting at September 30, 2002.
Accordingly, at that date, assets were adjusted to estimated net
realizable value and liabilities were adjusted to estimated
settlement amounts, including estimated costs associated with
carrying out the liquidation. Net assets in liquidation,
including these costs but excluding any estimated future cash
flows from operations, was $31.7 million as of September 30,
2002. Also as a result of adoption of the plan of liquidation,
the company will no longer report funds from operations or cash
available for distribution, as it no longer believes that these
measures are meaningful to understanding its performance.


MERA PHARMACEUTICALS: Fails to Beat Form 10-QSB Filing Deadline
---------------------------------------------------------------
The independent auditor's review of the financial statements of
Mera Pharmaceuticals, Inc., for the quarter ended January 31,
2003 wasn't completed on time and the Company will be a couple
of days late delivering its Form 10-QSB to the SEC.  

Upon emergence from bankruptcy in September 2002, Mera
Pharmaceuticals adopted "fresh start" accounting. As a result,
all assets and liabilities were restated to reflect their
respective fair values. The condensed financial statements after
emergence are those of a new reporting entity and are not
necessarily comparable to the financial statements of the pre-
confirmation company.

The Company expects to report a net loss from operations of
approximately $675,000 and a total net loss of approximately
$630,000 for the three months ended January 31, 2003. This
compares with a net loss from operations of $419,304 and a total
net loss of $473,260 for the three months ended January 31,
2002. The increases in net loss from operations and total net
loss were primarily attributed to increased operating costs as
the result of the Company completing bankruptcy proceedings and
resuming normal operations.


METRIS COS.: Secures $850-Mill. Warehousing Financing Facilities
----------------------------------------------------------------
Metris Companies Inc., (NYSE:MXT) announced that Metris
Receivables, Inc., its wholly owned subsidiary, through the
Metris Master Trust, has entered into $850 million of 364-day
warehouse financing facilities with its bank groups. The
availability of funding under these facilities is subject to
various conditions, including a net reduction of receivables in
the Metris Master Trust. Metris also terminated its $170 million
revolving credit facililty.

The Company also announced that Metris and its subsidiary,
Direct Merchants Credit Card Bank, N.A., entered into an
operating agreement late yesterday with the Office of the
Comptroller of the Currency designed to ensure the ongoing
safety and soundness of the bank's operations. The operating
agreement includes liquidity and capital maintenance provisions
for the bank. By entering into this new agreement, Metris will
receive a dividend from its bank in the amount of $155 million.
Direct Merchants Credit Card Bank's existing formal agreement
with the OCC, signed in April 2002, has been terminated.

"We are pleased to announce these agreements," said David
Wesselink, Metris Chairman and CEO. "They provide another step
forward in returning the Company to profitability."

Metris also announced that it filed today the operating
agreement and related documents with the Securities and Exchange
Commission on a Form 8-K Current Report.

Metris Companies Inc., (NYSE:MXT) is one of the nation's leading
providers of financial products and services. The company issues
credit cards through its wholly owned subsidiary, Direct
Merchants Credit Card Bank, N.A. Through its enhancement
services division, Metris also offers consumers a comprehensive
array of value-added products, including credit protection and
insurance, extended service plans and membership clubs. For more
information, visit http://www.metriscompanies.comor  
http://www.directmerchantsbank.com  

As reported in Troubled Company Reporter's March 3, 2003
edition, Fitch Ratings lowered the senior and bank credit
facility ratings of Metris Companies Inc. to 'CCC' from 'B-'. In
addition, the long-term deposit rating of Direct Merchants
Credit Card Bank, N.A. has been lowered to 'B' from 'B+'. The
short-term deposit rating remains at 'B'. The ratings have been
removed from Rating Watch Negative where they were placed on
Dec. 20, 2002. The Rating Outlook is Negative for Metris and
DMCCB. Approximately $350 million of holding company debt is
affected by this rating action.

The action reflects heightened execution risk as Metris attempts
to address liquidity concerns with its various credit providers.
Fitch remains concerned with Metris' ability to renew or replace
conduit facilities that mature in the June and July 2003
timeframe, coupled with a $100 million term loan drawn under the
company's bank credit facility due in June 2003. While Metris is
in active negotiations with its credit providers, Fitch believes
the pace and complexity of this process has increased overall
risk to the company. The downgrade of DMCCB reflects its
operational ties to the holding company, which it relies on to
fund assets longer term.

Furthermore, Fitch remains concerned with low excess spread
levels in the Metris Master Trust, Metris' primary
securitization vehicle. Excess spread levels have declined
significantly over the past few months, and for many series are
below 2%, eroding the cushion that once existed. Under the
company's current bank credit agreement, Metris must maintain
minimum excess spread in the MMT. Moreover, if trust level
excess spread becomes negative, on a three month rolling
average, an early amortization of the MMT would occur. If an
early amortization of the trust were to take place, Fitch does
not believe that Metris would have sufficient liquidity to
withstand such an occurrence.

In Fitch's opinion, even if near-term liquidity issues are
satisfactorily resolved, Metris will remain challenged to
address earnings and asset quality concerns in a difficult
economic and capital markets environment. In addition, federal
bank regulators have imposed more stringent requirements on
credit card lending, namely higher capital and reserves for
subprime loans along with greater scrutiny of fee and finance
charges. While Metris has complied with these regulatory
changes, Fitch believes that these actions have negatively
impacted the economics of Metris' credit card business.


MORGAN GROUP: Wants Court's Nod to Hire Phil Hahn as Auctioneer
---------------------------------------------------------------
The Morgan Group, Inc., asks for approval from the U.S.
Bankruptcy Court for the District of Indiana to employ Phil Hahn
and Associates, Inc., as its Auctioneer.

The Debtor relates that it is winding down its businesses in an
effort to effect an orderly and efficient liquidation for the
greatest benefit to the estate and its creditors.  To that end,
the Debtor will require professional auction services, including
advertising, preparation, arranging, cataloging, and tracking
the assets to be sold; organizing and overseeing the load-out of
the assets after auction; and collecting and distributing the
proceeds.  The Debtor assures the Court that Hahn's employees
have significant auction experience and are well qualified to
disposing of the Company's assets.  

The Debtor's tangible assets consist primarily of office
furniture and equipment and some vehicles.  The Debtor has
agreed to pay Hahn a 9% commission for its services.  

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


MTS/TOWER RECORDS: Delays Filing of January Results on Form 10-Q
----------------------------------------------------------------
MTS, Inc./Tower Records has experienced a delay in connection
with the review of its January 31, 2003 financial statements by
PriceWaterhouseCoopers LLP. The Company engaged PWC on
January 28, 2003 as its new independent auditor. PWC is
conducting its review of the Company's second quarter results
ended January 31, 2003, as well as a review of the first quarter
results ended October 31, 2002, simultaneously.

Due to the timing of PWC's engagement, the Company has
experienced time difficulties in meeting the second quarter's
due date. The Company believes that it will file its Form 10-Q
no later than the fifth calendar day following the prescribed
due date.

                         *   *   *

As previously reported in the January 31, 2003, issue of the
Troubled Company Reporter, Standard & Poor's Ratings Services
said that it raised its corporate credit rating on MTS Inc., to
'CCC+' from 'CCC' and removed the rating from CreditWatch with
positive implications.

The outlook is negative. Sacramento, California-based MTS had
total debt outstanding of $209 million as of Oct. 31, 2002.


NEORX CORPORATION: Transfers Listing to Nasdaq SmallCap Market
--------------------------------------------------------------
NeoRx Corporation (Nasdaq:NERX) announced that its Common Stock
was transferred to The Nasdaq SmallCap Market, effective at the
opening of business on March 20, 2003.

The Company's Common Stock will continue to be traded under the
symbol "NERX."

NeoRx elected to seek a transfer to The Nasdaq SmallCap Market
because its Common Stock had not met Nasdaq's $1 per share
minimum bid price requirement for continued listing on the
National Market. By transferring to the SmallCap Market, NeoRx
may be afforded extended grace periods in which to satisfy the
minimum bid price requirement provided it meets other applicable
listing criteria. Furthermore, the Company may be eligible to
transfer its Common Stock back to The Nasdaq National Market if
its bid price maintains the $1 per share requirement for 30
consecutive trading days and the Company has maintained
compliance with all other continued listing requirements on The
Nasdaq National Market. The Company believes that it meets all
of The Nasdaq National Market listing requirements, other than
the $1 minimum bid price.

"With this transfer to The Nasdaq SmallCap Market, NeoRx Common
Stock will continue to trade in a recognized and efficient
trading system, under its same symbol, and with quotes available
from the same sources. This transfer gives the Company time and
flexibility to meet the Nasdaq minimum bid listing requirement
of $1 per share, as we execute our business objectives with our
restructured organization," said Jack L. Bowman, Executive
Chairman and Chairman of the Board of Directors.

NeoRx is a cancer therapeutics company developing products for
targeted delivery of cytotoxic agents, including
radiopharmaceuticals, to tumor sites.

Visit NeoRx at http://www.neorx.comfor more information.

                         *    *    *

                          Liquidity

The Company has incurred losses annually since inception and has
limited working capital.  On November 12, 2002, the Company
entered into an agreement with IDEC Pharmaceuticals Corporation
(IDEC) relating to the sale to IDEC of certain NeoRx
intellectual property and the grant to IDEC of certain license
and option rights.  The Company received $7.9 million in cash
and may receive in the future royalty payments with respect to
certain products.  Taking into account the cash funds received
in the IDEC transaction, the Company believes its existing
working capital will only be sufficient to fund operations into
the fourth quarter of 2003. In July 2002, the Company decided to
focus its efforts on its STR product candidate and discontinue
its Pretarget(R) technology activities.  Also in July 2002, the
Company reduced its staff by 31 persons, or approximately 30%.  
The cost associated with the reduction in force was
approximately $529,000 and will be incurred primarily over a
four-month time period beginning in August 2002.  In October
2002, the Company further reduced its staff, primarily in its
Denton manufacturing facility, by an additional 13 persons, or
approximately 15% of the Company's total work force.  The cost
associated with the reduction in force was approximately
$122,000 and will be incurred primarily over a four-month time
period beginning in October 2002.  In an effort to further
reduce cash expenditures and unused office space, in October
2002 the Company terminated its lease at the 410 West Harrison
Street location in Seattle, Washington, effective April 2003.  
The lease originally was effective through May 2006.  The cost
of terminating the lease was three months base rent, or
approximately $110,000, which was paid in October 2002. The
administrative offices were consolidated into the 300 Elliott
Avenue West location in Seattle, Washington.

The Company's decisions to curtail Pretarget(R) activities and
reduce staff were in response to the anticipated clinical
development timeline of the Pretarget(R) product candidates and
the current economic environment.  The discontinued Pretarget(R)
activities include development of the Pretarget(R) Lymphoma and
Pretarget(R) Carcinoma product candidates beyond the phase I
trials, for which patient enrollment has concluded, and
manufacturing development activities associated with the
Pretarget(R) project. The Company will seek to sell or
outlicense the Pretarget(R) patent portfolio and other assets in
an effort to raise additional funds. The Company also is
addressing its need for additional capital by exploring
opportunities for the licensing or divestiture of certain
intellectual property and other assets, by seeking partnering or
outlicensing opportunities for its STR product development
program, and through the sale of securities.  In the event that
sufficient additional funds are not obtained through asset
sales, strategic partnering opportunities and/or sales of
securities on a timely basis, the Company plans to reduce
expenses through the delay, reduction, or curtailment of STR
development activities and/or the further reduction of costs for
facilities and administration.

The Company's actual capital requirements will depend on
numerous factors, including the conditions in the capital
markets in general and in the life sciences capital markets
specifically, which may affect potential financing sources for
the development of the Company's business; the rate of progress
and results of research and development activities and clinical
trials; actions by the U.S. Food and Drug Administration and
other regulatory authorities; the levels of resources that the
Company devotes to establishing and maintaining marketing and
manufacturing capabilities; the emergence of competing
technologies and other adverse market developments; the costs of
preparing, filing, prosecuting, maintaining and enforcing patent
claims and other intellectual property rights; and the timing
and amount of revenues and expense reimbursements resulting from
relationships with third parties or collaborative agreements.  
There can be no assurance that the Company will be able to
obtain such additional capital or enter into relationships with
corporate partners on a timely basis, on favorable terms, or at
all.  The Company's financial statements are prepared on a going
concern basis, however if the Company were forced to liquidate
its assets, it may not recover the carrying amount of such
assets.


NEW CENTURY EQUITY: Has Until May 12 to Meet Nasdaq Requirements
----------------------------------------------------------------
New Century Equity Holdings Corp., (Nasdaq: NCEH) announced the
receipt yesterday from The Nasdaq Stock Market, Inc., of a 90-
day extension, to May 12, 2003, to regain compliance with the
minimum $1.00 bid price per share requirement. In order to
regain compliance with the Nasdaq listing requirement, the bid
price of the Company's common stock must close at $1.00 per
share or more for a minimum of ten (10) consecutive trading days
prior to May 12, 2003. The Company is in compliance with other
listing requirements including the minimum stockholders' equity
requirement of $5 million.

If compliance cannot be demonstrated by May 12, 2003 and the
Nasdaq does not grant additional extensions or change the
minimum trading price requirement, the Nasdaq will provide the
Company with written notification that the Company's common
stock will be delisted.

New Century Equity Holdings Corp., (Nasdaq: NCEH) focuses on
high growth, technology-based companies. The Company's current
holdings include Princeton eCom Corporation, Sharps Compliance
Corp. and Microbilt Corporation. New Century --
http://www.newcenturyequity.com-- is a lead investor in  
Princeton eCom -- http://www.princetonecom.com-- a leading  
application service provider for electronic and Internet bill
presentment and payment solutions. New Century is also an
investor in Sharps Compliance Corp. -- http://www.sharpsinc.com
-- a leading provider of medical-related disposal products and
services for the healthcare, hospitality, residential and retail
markets and Microbilt Corporation -- http://www.microbilt.com--  
a leader in credit bureau data access and retrieval which
provides credit solutions to the Financial, Leasing, Health
Care, Insurance, Law Enforcement, Educational and Utilities
industries. New Century Equity Holdings Corp. is headquartered
in San Antonio, Texas.

                         *    *    *

                  Going Concern Uncertainty

In its Form 10-Q filed on October 29, 2002, the Company
reported:

"Numerous factors affect Tanisys' operating results, including,
but not limited to, general economic conditions, competition,
the uncertainty of the semiconductor market and changing
technologies. All of these factors have had an adverse effect on
Tanisys' financial position, results of operations and cash
flows. Tanisys incurred operating losses of $2.0 million and
$2.1 million for the nine months ended June 30, 2002 and the
year ended September 30, 2001, respectively. At June 30, 2002,
Tanisys had minimal cash resources. The current economic
slowdown continues in the worldwide semiconductor industry
resulting in concern over the sustainability of Tanisys'
revenues and its operations. No assurances can be made that
Tanisys will be able to continue its operations."


NUEVO ENERGY: Expects $13M Loss on Disposal of Brea Olinda Field
----------------------------------------------------------------
Nuevo Energy Company (NYSE:NEV) announced the final accounting
for the sale of the mineral rights of the Brea Olinda Field. As
a result, Nuevo will report a loss from discontinued operations,
including the loss on disposal, net of income taxes of $13.2
million in 2002. Net income is thereby reduced to $12.3 million
in 2002 versus $17.9 million as previously reported. Net income
of $12.3 million in 2002 compares to a net loss of $79.2 million
in 2001. Income from continuing operations in 2002 remains at
$25.5 million and discretionary cash flow remains at $127.2
million, both as previously reported.

Nuevo Energy Company is a Houston, Texas-based company primarily
engaged in the acquisition, exploitation, development,
production and exploration of crude oil and natural gas. Nuevo's
domestic properties are located onshore and offshore California
and in West Texas. Nuevo is the largest independent producer of
oil and gas in California. The Company's international
properties are located offshore the Republic of Congo in West
Africa and onshore the Republic of Tunisia in North Africa. To
learn more about Nuevo, please refer to the Company's Internet
site at http://www.nuevoenergy.com

As reported in Troubled Company Reporter's November 20, 2002
edition, Standard & Poor's Ratings Services lowered its
corporate credit ratings for independent oil and gas company
Nuevo Energy Co., to 'BB-' from 'BB', and removed the ratings
from CreditWatch where they were placed on September 20, 2002.
The outlook is stable.

Houston, Texas-based Nuevo Energy has about $454 million of debt
outstanding.

"The ratings downgrade reflects the company's continuing
inability to meaningfully delever during an extended period of
unusually high oil and gas prices," said Standard & Poor's
credit analyst Brian Janiak. "The ratings action also reflects
the vulnerability of the company's challenging asset base and
highly leveraged balance sheet to downward movements in oil
prices," Janiak added.


OAKWOOD HOMES: Court Approves Robinson McFadden as Counsel
----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware gave its
stamp of approval to Oakwood Homes Corporation and its debtor-
affiliates to retain and employ Robinson McFadden & Moore, P.C.
as Special Counsel, nunc pro tunc to November 15, 2002.

The Debtors are employing Robinson McFadden to render services
relating to numerous issues that arise in the Debtors'
businesses, principally involving collection and repossession
activities associated with the Debtors' role as servicer of
various securitized loan pools.

The Debtors need to retain Robinson as special counsel because
of Robinson's intimate knowledge of the Debtors' business and
operations, particularly the representation of the Debtors in
bankruptcy matters in the U.S. Bankruptcy Court for the District
of South Carolina, and claim and delivery and related litigation
throughout all courts in the State of South Carolina. Robinson
has represented the Debtors in this capacity since approximately
1990.

The individuals at Robinson who are principally responsible for
the representation of the Debtors and their hourly rates are:

     Thomas W. Bunch, II       Partner      $150 per hour
     J. Kershaw Spong          Partner      $150 per hour
     Annemarie B. Mathews      Partner      $150 per hour
     L. Jefferson Davis        Associate    $125 per hour
     Melissa White             Paralegal    $ 70 per hour
     Angela Williams           Paralegal    $ 70 per hour

The Debtors request that Robinson be compensated on a flat fee
basis plus third party costs for the types of routine bankruptcy
matters in the U.S. Bankruptcy Court for the District of South
Carolina:

          Action                          Flat Fee
          ------                          --------
          Motion for Relief from Stay       $400
          Default Under Consent Order       $ 75
          Order of Abandonment              $400
          Defense of Motion to Value        $525
          Prepare and File Proof of Claim   $125
          Objection to Chapter 13 Plan      $400

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.


ONTARIO STORE: Workers Strap Themselves to Company's "Assets"
-------------------------------------------------------------
As the assets are being sold off in a public auction, more than
100 members of the United Steelworkers have begun an occupation
of Ontario Store Fixtures at 200, 300 and 375 Fenmar Drive,
strapping themselves to their machines.

"It isn't just equipment that is disappearing," said
Steelworkers' Ontario Director Wayne Fraser. "It's our members'
jobs.

"When companies work themselves into bankruptcy, workers are the
last to be considered as stakeholders by the receivers. That has
to change."

Fraser said the workers want compensation in the form of decent
severance. The plant closed in January and employees got
nothing.

"It is time the federal government changed the laws around
bankruptcy to move the interests of working people up to the top
of the list," said Fraser, adding that a provincial law to
protect workers in the event of plant closure was revoked by the
Harris/Eves Conservative government in 1995.

"They say the equipment to be auctioned is worth $10 million.
How much is the future of one working person and their family
worth?"

Joining the workers in their occupation will be Peter Kormos,
NDP MPP for Niagara Centre.

Fenmar Drive is left off of Weston Road, two lights north of
Finch. The plant is on the right-hand side of Fenmar.


PACIFIC GAS: CPUC Nixes Request for Attrition Revenue Adjustment
----------------------------------------------------------------
On March 13, 2003, the California Public Utilities Commission
denied Pacific Gas and Electric Company's request for a 2002
attrition revenue adjustment.  As previously disclosed, an
administrative law judge of the CPUC had issued a draft decision
on December 3, 2002 that proposed denying the Utility's request.  
The Utility had requested an annual increase of $76.7 million to
its electric distribution revenue requirement and an annual
increase of $19.5 million to its gas distribution revenue
requirement to allow for recovery of its capital investments and
escalating costs of providing electric and gas distribution
services in 2002.  The attrition rate adjustment mechanism is
designed to avoid a reduction in earnings in years between
general rate cases to reflect increases in rate base and
expenses.

The CPUC stated that the Utility's recorded umbers were out of
date, the escalation rates were too uncertain to sustain a
finding increasing rates and any increase in rates would require
a general rate case.

The Utility has thirty days to file an application for rehearing
with the CPUC.


PEABODY ENERGY: Reports Human Resources Management Changes
----------------------------------------------------------
Peabody Energy (NYSE: BTU) announced several human resources
changes designed to place greater emphasis on aggressively
managing health care costs while providing quality benefits
services to employees.

    -- Julie A. Nadolny has been named director of benefits
strategies and development.  Nadolny reports to Vice President
of Benefits Lina A. Young in this new position, which will focus
on the implementation of innovative strategies to manage health
care inflation while providing quality employee and retiree
benefits.  Nadolny has held several Peabody human resources
positions since joining the company in 1994, and most recently
served as director of compensation and retirement plans.  Prior
to joining Peabody, Nadolny held human resources positions with
Pyramid Northern Moldings and Continental Bank Corporation, both
in Chicago.  She holds a bachelor's degree in economics from the
University of Illinois and is pursuing an MBA from Washington
University in St. Louis.

Also reporting to Lina Young is Danny Moriarty, director of
benefits cost management, with responsibilities for case
management of high-cost health care and workers' compensation
cases, and for ensuring the performance of third-party benefit
administrators; and a director of benefits administration
function to be filled, which will include day-to-day
administration of health care, workers' compensation and
retirement plans.

    -- Sara E. Wade has been promoted to director of
compensation.  Reporting to Executive Vice President of Human
Resources and Administration Sharon D. Fiehler, Wade will direct
development and implementation of the company's compensation and
incentive plans.  Wade has served in a number of roles for
Peabody since joining the company in 1996, including manager of
compensation and manager of financial reporting. Prior to
joining Peabody, Wade held positions with KPMG Peat Martwick.
Wade holds a bachelor's degree in accountancy from the
University of Illinois and is a certified public accountant.

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

                         *    *    *

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

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


PG&E NATIONAL: Seminole Canada Acquires Energy Trading Unit
-----------------------------------------------------------
Seminole Canada Gas Company and PG&E Energy Trading Canada
Corporation are pleased to announce today that Seminole has
closed the purchase of PG&E ET Canada, a subsidiary of PG&E
National Energy Group, Inc.

"The purchase of PG&E Energy Trading Canada represents an
important step in the building of our Canadian energy services
business," says Dave Pope, President of Seminole Canada Gas
Company.

Seminole Canada Gas Company is a wholly owned subsidiary of the
Seminole Group and is one of Canada's most active full service
marketers of natural gas and holds a leadership position in
managing energy assets. With offices in Calgary, Toronto and
Montreal, Seminole Canada Gas Company is well positioned to
provide complete natural gas services across Canada.

The Seminole Group, LP, a privately held company headquartered
in Tulsa, Oklahoma, provides diversified services for the North
American crude oil, refined products and natural gas marketing
and transportation industry.

                      *     *     *

As reported in the Troubled Company Reporter's January 21, 2003
edition, PG&E National Energy Group is in default under various
debt agreements and guaranteed equity commitments totaling
approximately $2.9 billion. The company continues to negotiate
with its lenders regarding these commitments.

PG&E National Energy Group and its subsidiaries are continuing
efforts to abandon, sell and transfer additional assets, and
reducing energy trading operations in an ongoing effort to raise
cash and reduce debt, whether through negotiation with lenders
or otherwise. Such asset transfers, sales or abandonments will
cause substantial charges to earnings in 2002 and 2003.

If the lenders exercise their default remedies or if the
financial commitments are not restructured, PG&E National Energy
Group and certain of its subsidiaries may be compelled to seek
protection under or be forced into a proceeding under Chapter 11
of the U.S. Bankruptcy Code.


PILLOWTEX CORP: Gotham Partners Discloses 6.51% Equity Stake
------------------------------------------------------------
William A. Ackman, President of Gotham Partners, discloses to
the Securities and Exchange Commission the ownership stakes of
Gotham Partners, L.P., Gotham Partners III, L.P. and Gotham
International Advisors, L.L.C. in Pillowtex Corporation.

Gotham Partners and Gotham New Partners III are both New York
limited partnerships.  Gotham International Advisors is a
limited liability company organized under the laws of the State
of Delaware, which serves as investment manager to Gotham
Partners International, Ltd., a company organized under the laws
of the Cayman Islands.

                                     Shares Owned   Equity Stake
                                     ------------   ------------
Gotham Partners, L.P.                    1,242,710      6.51%
Gotham Partners III, L.P.                   60,620      0.32%
Gotham International Advisors, L.L.C.      212,170      1.11%

The percentages used are calculated based on the 19,095,215
shares of Common Stock issued and outstanding as of November 1,
2002 as reflected in Pillowtex's Form 10-Q for the quarter
ending September 28, 2002. (Pillowtex Bankruptcy News, Issue No.
42; Bankruptcy Creditors' Service, Inc., 609/392-0900)    


POLAROID: Earns Approval to Hire Ernst & Young as Tax Advisors
--------------------------------------------------------------
Pursuant to Sections 327(a), 328 and 1107(a) of the Bankruptcy
Code and Rules 2014(a) and 2016 of the Federal Rules of
Bankruptcy Procedure, Judge Walsh authorizes Polaroid
Corporation and its debtor-affiliates to employ Ernst & Young
LLP as tax advisors to perform the services set forth in the
Agreement.  Notwithstanding any provision of the Agreement,
Ernst & Young's compensation for its audit defense and tax
recovery services pursuant to the Agreement should not exceed
the lesser of:

    (a) 25% of the "total benefit" the Debtors received; and

    (b) $550,000.

The Debtors are further authorized and directed to make any
payments due to Ernst & Young under the Agreement and this Order
concurrently with the receipt of any tax refund arising out of
Ernst & Young's work under the Agreement without further Court
approval and without the requirement that Ernst & Young file a
fee application. (Polaroid Bankruptcy News, Issue No. 34;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


PRECISION PARTNERS: S&P Cuts Ratings to SD/D over Missed Payment
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating to 'SD' (selective default) from 'CCC+' on Precision
Partners Inc., a supplier of precision manufactured metal parts,
following the company's failure to make its March 15, 2003,
interest payment on its 12% senior subordinated notes due 2009.

At the same time, Standard & Poor's lowered the company's
subordinated debt rating to 'D' from 'CCC-' and its senior
secured rating to 'CC' from 'CCC+'. Additionally, Precision
Partners has indicated to the SEC that it will no longer be
providing public financial information and has requested that
Standard & Poor's withdraw its ratings, which will occur
shortly.

The company is in discussions with its bondholders about the
missed interest payment, and potentially restructuring the debt.
"Precision Partners continues to experience very challenging
market conditions especially in aerospace and power generation,
both of which are critical markets for the company, and have
significantly declined over the past couple of years," said
Standard & Poor's credit analyst Eric Ballantine.

At September 30, 2002, the Company's Balance Sheet showed
$176,139,000 in assets and a $7,651,000 shareholder deficit.


ROUGE INDUSTRIES: Falls Below NYSE Minimum Listing Requirements
---------------------------------------------------------------
Rouge Industries, Inc., (NYSE: ROU) announced that prior to the
opening on Monday, March 24, 2003, the New York Stock Exchange,
Inc., will suspend trading of the Company's class A common
stock. The NYSE reached its decision because Rouge Industries
has fallen below the NYSE's continued listing standards.
Specifically, Rouge Industries' average closing price has been
less than $1.00 over a consecutive 30-day trading period and its
average global market capitalization has fallen below $15
million for more than a consecutive 30-day trading period.

Rouge Industries expects that its common stock will be quoted on
the OTC (over-the-counter) Bulletin Board under a new ticker
symbol. The OTC Bulletin Board is a regulated quotation service
that displays real-time quotes, last- sale prices and volume
information in over-the-counter equity securities. Additional
information about the OTC Bulletin Board may be found at
www.otcbb.com . Rouge Industries intends to issue a press
release announcing its new ticker symbol when it has been
assigned.

Carl L. Valdiserri, chairman and chief executive officer of
Rouge Industries said, "We are working with the NYSE to
facilitate a smooth transition to the OTC Bulletin Board. We
continue to remain focused on improving our profitability with
the hope that this will be properly reflected in our stock
price."

                      *     *     *

During the mid-1990's, the Company experienced a relatively
stable market environment. Then in 1998, an unprecedented amount
of steel imports began flooding the U.S. causing domestic steel
prices to decline dramatically. Next, in 2000, natural gas
prices began to rise causing a considerable increase in the
Company's costs of goods sold. In addition, in late 2001, a fire
occurred at Double Eagle, the Company's joint venture
electrogalvanizing line, which caused that facility to lose
production for nine months.

The Company continues to face difficult market conditions,
although steel product prices in the spot market and demand for
the Company's products improved during 2002. The low prices
during the past three years, the cash strain caused by the
Powerhouse explosion and the Double Eagle fire and contractual
issues related to the startup and operation of the new power
plant caused significant operating losses and put considerable
pressure on the Company's liquidity. The Company responded to
the liquidity deterioration by refinancing its revolving loan
facility, procuring two subordinated credit facilities and
selling or restructuring three joint ventures. The first
subordinated credit facility was obtained in late 2001 and
during 2002, the Company secured an additional $10 million loan,
which is tied to a long-term supply contract with a raw material
supplier. Additionally, the Company has undertaken an aggressive
cost reduction program and reduced capital expenditures in order
to help conserve cash.

The Company's liquidity is dependent on its operating
performance (which is closely related to business conditions in
the domestic steel industry), the implementation of operating
and capital cost reduction programs, receipt of proceeds from
the Double Eagle insurance claim, the impact of the tariffs
imposed in response to the Bush Administration's Section 201
relief, and its sources of financing. The Company depends on
borrowings to fund operations. In the event that market
conditions deteriorate, causing operating losses to continue,
and the Company is unable to secure additional financing sources
to fund its operations, it may be required to seek bankruptcy
protection or commence liquidation or other administrative
proceedings.

In its report dated February 8, 2003, PricewaterhouseCoopers
LLC, stated: "The [Company's] consolidated financial statements
have been prepared assuming that the Company will continue as a
going concern....[T]he Company has suffered recurring losses
from operations and negative cash flows that raise substantial
doubt about its ability to continue as a going concern. The
consolidated financial statements do not include any adjustments
that might result from the outcome of this uncertainty."


SAFETY-KLEEN: Delaware Court Approves Disclosure Statement
----------------------------------------------------------
Safety-Kleen Corp., announced that the U.S. Bankruptcy Court in
Wilmington, Delaware, has approved the Disclosure Statement
associated with the Company's proposed Joint Plan of
Reorganization. Safety-Kleen voluntarily filed for Chapter 11
protection on June 9, 2000.

"This is yet another positive step toward completing our
reorganization process, and we now look forward to soliciting
votes on our proposed Plan, which is supported by the Official
Committee of Unsecured Creditors," said Safety-Kleen Chairman,
CEO and President Ronald A. Rittenmeyer.

"We are optimistic about obtaining the necessary support for the
proposed plan and, pending final Court approval, we believe we
can complete the remaining steps in the bankruptcy court
approval process within the second quarter of this year," he
added.

The Court also scheduled a hearing regarding confirmation of the
proposed Joint Plan of Reorganization for May 5, 2003.

A copy of the approved Disclosure Statement and proposed amended
Joint Plan of Reorganization, as well as the Notice of Hearing
on the Confirmation Plan and related documents, will be
available on-line at http://www.safety-kleen.comor at  
http://www.safetykleenplan.comin the next few days.


SERVICE MERCHANDISE: Plan Administrator's Function & Appointment
----------------------------------------------------------------
The Plan Administrator will exercise Reorganized Service
Merchandise's rights, powers and duties necessary to carry out
its responsibilities under the Plan.  Those rights, powers and
duties include, among others:

  (a) investing Reorganized Service Merchandise's Cash,
      including the Cash held in the Cash Reserves in:

      -- the direct obligations of the United Sates of America
         or obligations of any agency or instrumentality which
         are guaranteed by the full faith and credit of the
         United Sates of America;

      -- the money market deposit accounts, checking accounts,
         savings accounts or certificates of deposit, or other
         time deposit accounts that are issued by a commercial
         bank or savings institution organized under the laws of
         the United States of America or any state; or

      -- any other investments that may be permissible under:

           (i) Section 345 of the Bankruptcy Code: or

          (ii) any Court order entered in the Debtors' Chapter
               11 cases;

  (b) calculating and paying all Plan distributions to the
      Allowed Administrative Claim holders and Allowed Claims as
      provided in the Plan;

  (c) calculating and paying all fees payable pursuant to 28
      U.S.C. Section 1930;

  (d) objecting to Claims or Interests filed against any of the
      Debtors' Estates on any basis;

  (e) selling or otherwise disposing of any remaining non-Cash
      assets of the Debtors or Reorganized Service Merchandise
      and determining in accordance with the Plan what portion
      of the Net Proceeds from any and all sales occurring
      subsequent to the Initial Distribution Date constitute Net
      Available Cash and depositing this Net Available Cash into
      a Supplemental Distribution Account;

  (f) removing any and all Cash remaining in the applicable
      Disputed Claims Reserve to the extent that a Disputed
      Claim is not allowed or is allowed in an amount less than
      the amount reserved for the Disputed Claim and depositing
      the Cash into the Supplemental Distribution Account;

  (g) funding the Cash Reserves and Supplemental Distribution
      Account;

  (h) determining, in accordance with the Plan and the Plan
      Administrator Agreement, when to conduct a Subsequent
      Distribution based on the amount of Cash currently
      available in the Supplemental Distribution Account;

  (i) settling, allowing or otherwise disposing of any claims
      filed against any of the Debtors' Estates;

  (j) seeking estimation of contingent or unliquidated claims
      under Section 502 of the Bankruptcy Code;

  (k) employing, supervising and compensating professionals
      retained to represent the interests of and serve on behalf
      of Reorganized Service Merchandise or the Plan
      Administrator;

  (l) prosecuting, settling dismissing or otherwise disposing of
      the Litigation Claims, including the Avoidance Actions and
      Causes of Action;

  (m) exercising all powers and rights, and taking all actions,
      contemplated by or provided for in the Designation Right
      Agreement and Designation Right Order;

  (n) using, selling, assigning, transferring, abandoning or
      otherwise disposing of, at a public or private sale, any
      of the Debtors' or Reorganized Service Merchandise's
      remaining assets without further Court order for the
      purpose of liquidating and converting the assets to Cash.
      The Plan Administrator will provide 10 days prior written
      notice to the Creditors' Committee or the Plan Committee
      of any use, sale, assignment, transfer or other disposal
      of the Debtors' assets exceeding $10,000;

  (o) making and filing tax returns for any of the Debtors or
      Reorganized Service Merchandise, and responding to or
      taking any and all actions as are necessary and
      appropriate to comply with any tax audit;

  (p) determining the Debtors' tax liability under Bankruptcy
      Code Section 505;

  (q) prosecuting turnover actions under Bankruptcy Code
      Sections 542 and 543;

  (r) exercising all power and authority that may be exercised,
      and taking all proceedings and acts that may be taken,
      by any Reorganized Service Merchandise officer, director,
      or shareholder, including without limitation, amending
      Reorganized Service Merchandise's Charter and By-Laws and
      dissolving Service Merchandise.  But the Plan
      Administrator will not amend the Charter to change the
      fundamental purpose of the corporation without first
      obtaining a Court order after notifying the Plan
      Committee;

  (s) exercising all powers and rights, and taking all actions,
      contemplated by or provided for in the Plan Administrator
      Agreement; and

  (t) taking any and all other actions necessary or appropriate
      to implement or consummate the Plan and the Plan
      Administrator Agreement provisions.

                    Terms of Compensation

The Plan Administrator will be compensated from the Operating
Reserve pursuant to the terms of the Plan Administrator
Agreement.  Any professionals or other employees that the Plan
Administrator hires will be entitled to reasonable compensation
from the Operating Reserve for the services rendered and
reimbursement of incurred expenses.  The payment of the fees and
expenses of the Plan Administrator and its retained
professionals will be made in the ordinary course of business
and will not be subject to the Court's approval but is subject
to the Plan Committee's review.

The Plan Administrator's fees and the fees of its professionals
will be paid within 15 days after the submission of a detailed
invoice to the Plan Committee.  If the Plan Committee disputes
the reasonableness of any invoice, the Plan Administrator, the
Plan Committee or the affected professional may ask the Court to
intervene.  The disputed portion of the invoice will not be paid
until the dispute is resolved.

               Indemnification Provisions

Reorganized Service Merchandise and the Estates will indemnify
and hold harmless the Plan Administrator and its professionals
from and against any and all claims and liabilities arising out
of or due to their actions or omissions, other than as a result
of willful misconduct or gross negligence, with respect to
Reorganized Service Merchandise and the Estates or the
implementation of the Joint Plan or the Plan Administrator
Agreement.  The indemnification provisions will remain available
to and be binding on any former Plan Administrator or the estate
of any decedent Plan Administrator and will survive the
termination of the Plan Administrator Agreement.

                  Insurance Privileges

The Plan Administrator is authorized to obtain all reasonably
necessary insurance coverage for itself, its agents,
representatives, employees or independent contractors, and
Reorganized Service Merchandise.

              Plan Administrator's Report

The Plan Administrator is required to provide written quarterly
reports regarding the claims resolution process, status of
adversary proceedings and Avoidance Actions, and cash activity
to the Plan Committee and file these reports with the Court.
(Service Merchandise Bankruptcy News, Issue No. 46; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


SNAPPER-BEAR: Chapter 11 Case Summary & List of Creditors
---------------------------------------------------------
Debtor: Snapper-Bear, Inc.
        P.O. Box 831
        McLean, VA 22101

Type of Business: The Debtor runs the only independent film and
                  theater company and Art gallery in New York
                  City. It also serves as a studio rental
                  company for upcoming photographers, artists,
                  and other theater and independent film
                  companies.

Chapter 11 Petition Date: March 19, 2003

Court: Southern District of New York (Manhattan)

Bankruptcy Case No.: 03-40686-alg

Judge: Allan L. Gropper

Debtor's Counsel: Jay Stuart Dankberg, Esq.
                  The Law Office of Jay Stuart Dankberg
                  1220 Broadway
                  Suite 502
                  New York, NY
                  Tel.: (212) 967-1114

Assets: $2,060

Debts: $261,340

List of Debtor's Creditors:

Howard Krug, and Beatrice Krug, et. al.
c/o Platte, Klarsfeld, Levine
10 East 40th Street-- 46th floor
New York, New York 10016
Attn: Jeffrey Klarsfeld, Esq.

Howard Krug, and Beatrice Krug, et. al.
c/o Rhett Frimet, P.C.
10 East 40th Street-- 46th floor
New York, New York 10016

Bryan E. Wolfkind, P.C.
Foster & Wolfkind, P.C.
80 Fifth Avenue, Suite 1203
New York, New York 10001-8002
Re: Copaleco Capital/ Citicorp

Jay Stuart Dankberg
Law Office of Jay Stuart Dankberg
1220 Broadway, Suite 502
New York, New York 10001

Con Edison
Cooper Station
P.O. Box 138
New York, New York 10016-1702

Andrew Miltenberg, Esq.
Nesenoff & Miltenberg, LLP
245 Fifth Avenue, Ninth Floor
New York, New York 10016

Peretz Bronstein, Esq.
Bronstein, Gewirtz & Grossman, LLC
60 East 42nd Street, Suite 4600
New York, New York 10165

Jeffrey Schreiber
The Law Offices of Jeffrey Schreiber
708 Third Avenue
New York, New York 10017

NYC Water Board
PO Box 410
Church Street Station
New York, New York 10008-0410

GE Capital Financial Inc.
c/o Walmart Business
PO Box 103042
Roswell, Georgia 30076

Citibank, USA
c/o Staples Credit Card Plan
PO Box 8001
Layton, Utah 84041-8001

JP Morgan Chase Bank
c/o Chase Small Business Financial Services
GPO Box # 26489
New York, NY 10087-6489


SPIEGEL GROUP: Taps Shearman and Sterling as Chapter 11 Counsel
---------------------------------------------------------------
The Spiegel Inc., and its debtor-affiliates seek the Court's
authority, pursuant to Sections 327(a) and 328 of the Bankruptcy
Code and Rule 2014 of the Federal Rules of Bankruptcy Procedure,
to employ the law firm of Shearman & Sterling on a general
retainer, as counsel in these Chapter 11 cases, effective as of
the Petition Date.

William Kosturos, Spiegel Interim Chief Executive Officer and
Chief Restructuring Officer, tells the Court that the Debtors
have selected Shearman & Sterling as their counsel due to, among
other things:

  (i) Shearman & Sterling's extensive experience and knowledge
      in the field of debtors' and creditors' rights and
      business reorganizations under Chapter 11 of the
      Bankruptcy Code;

(ii) Shearman & Sterling's expertise, experience and knowledge
      practicing before this Court; and

(iii) Shearman & Sterling's familiarity with the Debtors'
      business and affairs and the potential legal issues that
      may arise in the context of these Chapter 11 cases.

Accordingly, the Debtors believe that Shearman & Sterling is
both well qualified and uniquely able to represent them in these
Chapter 11 cases in a most efficient and timely manner.

The Debtors will compensate Shearman & Sterling on an hourly
basis, and will reimburse the firm for the actual, necessary
expenses incurred.  At present, Shearman & Sterling provides
legal services at rates ranging from:

         $425 to 700      partners and counsel
          195 to 550      counsel and associates
           95 to 185      for paralegals and clerks

The hourly rates are subject to periodic adjustments to
reflect economic and other conditions, and are Shearman &
Sterling's standard hourly rates for work of this nature.

It is Shearman & Sterling's policy to charge its clients in all
areas of practice for all other expenses incurred in connection
with each client's case.  The expenses charged to clients
include, among other things, telephone and telecopier toll and
other charges, mail and express mail charges, special or hand
delivery charges, document processing, photocopying charges,
travel expenses, expenses for "working meals," computerized
research, transcription costs, as well as non-ordinary overhead
expenses such as secretarial and other overtime.  Shearman &
Sterling will charge the Debtors for these expenses in a manner
and at rates consistent with charges made generally to Shearman
& Sterling's other clients.

As counsel, Shearman & Sterling will:

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

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

  c. appear in Court and to protect the interests of the Debtors
     before this Court;

  d. provide general corporate, capital markets, securitization,
     litigation and other general non-bankruptcy services; and

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

Shearman & Sterling has represented the Debtors since February
2003.  This representation has included general corporate,
capital markets, securitization, financing and restructuring
advice.

The Debtors desire to retain Shearman & Sterling under a general
retainer because of the extensive legal services that may be
required and the fact that the nature and extent of such
services are not known at this time.

James L. Garrity, Jr., Esq., a member of Shearman & Sterling,
assures the Court that neither he, the firm, nor any member,
counsel or associate of the firm represent entities other than
the Debtors in connection with the Debtors' Chapter 11 cases.

According to Mr. Garrity, Shearman & Sterling is a
"disinterested person" as that term is defined in Section
101(14) of the Bankruptcy Code in that the firm, its partners,
counsel and associates:

  a. are not creditors, equity security holders or insiders of
     the Debtors;

  b. are not and were not investment bankers for any outstanding
     security of the Debtors;

  c. have not been, within three years before the Petition Date:

     -- investment bankers for a security of the Debtors, or

     -- an attorney for such an investment banker in connection
        with the offer, sale, or issuance of a security of the
        Debtors;

  d. are not and were not, within two years before the Petition
     Date, a director, officer, or employee of the Debtors or of
     any investment banker; and

  e. do not have an interest materially adverse to the interest
     of the Debtors' estates or any class of creditors or equity
     security holders, by reason of any direct or indirect
     relationship to, connection with, or interest in, the
     Debtors or an investment banker, or for any other reason.

Mr. Garrity adds that Shearman & Sterling is not a creditor of
the Debtors.  In the year prior the Petition Date, the Debtors
advanced approximately $2,025,000 to Shearman & Sterling on
account of services performed and to be performed and expenses
incurred and to be incurred in connection with the commencement
and prosecution of the Chapter 11 cases.  As of the Petition
Date, the fees and expenses incurred by Shearman & Sterling and
debited against the amounts advanced to it approximated
$1,500,000 -- including an estimate of the charges for the
period from March 13, 2003 through March 17, 2003.  The precise
amount will be determined upon the final recording of all time
and expense charges.  As of the Petition Date, Shearman &
Sterling has a remaining credit balance in the Debtors' favor in
the approximate amount of $525,000 for additional professional
services performed and to be performed and expenses incurred and
to be incurred in connection with these Chapter 11 cases.  After
application of amounts for payment of any additional prepetition
professional services and related expenses, the excess advance
amounts will be held by Shearman & Sterling for application to
and payment of post-petition fees and expenses that are finally
allowed by this Court. (Spiegel Bankruptcy News, Issue No. 2;
Bankruptcy Creditors' Service, Inc., 609/392-0900)   


TELESYSTEM: Sells Interest in Romanian Unit to Repay Bank Debt
--------------------------------------------------------------
Telesystem International Wireless Inc., and ClearWave N.V., have
closed the sale of 11,135,555 shares of MobiFon S.A. currently
owned by ClearWave Holdings b.v., a subsidiary of ClearWave, for
a total cash consideration of US$42.5 million to an affiliate of
Emerging Markets Partnership.

ClearWave will use substantially all of the net proceeds from
the sale to EMP, to repay inter-company demand notes due to TIW
and pay related interest. TIW in turn will use the proceeds from
the repayment of those notes to reduce the principal amount
outstanding under its senior secured corporate facility.

EMP, a global private equity firm, is advisor to funds having
over US$ 6 billion in assets, and will fund the acquisition from
its US$ 550 million AIG Emerging Europe Infrastructure Fund.

"TIW's financial situation is continuing to improve and our
available cash resources and expected dividends from MobiFon
will allow us to repay our corporate credit facility in full
prior to its stated maturity of June 30, 2003. Our main
corporate debt will then be comprised of US$220 million in
principal amount of 14% Senior Guaranteed Notes due December
2003 and we will continue to review opportunities to refinance
our corporate debt, raise new financing and sell assets," said
Andre Gauthier, Vice-President and Chief Financial Officer of
TIW.

With the completion of this transaction, and depending on the
timing and extent of each MobiFon shareholder's participation in
its ongoing share repurchase, ClearWave's ultimate ownership of
MobiFon may vary between 56.6% and 57.7%.  For the same reason,
EMP's ultimate ownership may vary between 5.7% and 5.9%.  TIW's
interest in ClearWave is 85.6%.

MobiFon leads the mobile communications market in Romania with
over 2,600,000 GSM customers at the end of 2002.  MobiFon
launched the first GSM network in Romania, on April 15, 1997
under the brand name Connex.  The Connex network covers 97
percent of the Romanian population and offers roaming services
in 94 countries/areas, through 217 operators.

TIW, through its subsidiary ClearWave N.V., is a leading
cellular operator in Central and Eastern Europe with over 3.9
million managed subscribers. ClearWave is the market leader in
Romania through MobiFon S.A. and is active in the Czech Republic
through Cesky Mobil a.s. TIW's shares are listed on the Toronto
Stock Exchange ("TIW") and NASDAQ ("TIWI").

                           *   *   *

As reported in the Jan. 15, 2003, issue of the Troubled Company
Reporter, Standard & Poor's lowered its long-term corporate
credit rating on telecommunications company Telesystem
International Wireless Inc., to 'CCC+' from 'B-'. The outlook is
negative. At the same time, the rating on TIW's US$220 million
14% senior secured notes was lowered to 'CCC+' from 'B-'.

The ratings actions on the Montreal, Quebec-based company
reflect the refinancing risk of the US$220 million notes, which
mature in December 2003, and the structural subordination of the
debt at the corporate level.


TENFOLD CORP: Terminates Financing Agreement with Fusion Capital
----------------------------------------------------------------
TenFold(R) Corporation (OTC Bulletin Board: TENF), provider of
the Universal Application(TM) platform for building and
implementing enterprise applications, has mutually agreed with
Fusion Capital Fund II, LLC to terminate their common stock
purchase agreement.

On February 26, 2002, TenFold announced that it had entered into
a common stock purchase agreement with Fusion Capital, a
Chicago-based institutional investor, under which TenFold
received a commitment for the purchase of up to $10 million of
TenFold's common stock.  Under the terms of the agreement,
funding could occur from time to time after the Securities and
Exchange Commission had declared effective a registration
statement covering the shares of common stock to be purchased
under the agreement.

In connection with the termination, TenFold purchased from
Fusion all shares of TenFold common stock which were issued to
Fusion for entering into the agreement for a below-market cash
price.

"We entered into this agreement with Fusion early in 2002," said
Dr. Nancy Harvey, TenFold's President and CEO.  "Fusion provided
us with a potential way to access capital at a difficult time.  
As it turned out, we avoided the cost of registration and
elected not to sell shares to Fusion under the agreement."

"Nancy and her team have successfully executed a far-reaching
turnaround that enables us to put a difficult time behind us,
and continue to recover the value of TenFold for its existing
shareholders by focusing on building our business in a
disciplined way," said Jeffrey L. Walker, TenFold's Chairman.
"Although we have chosen not to sell shares under this
agreement, we thank Fusion Capital for their help and support."

TenFold (OTC: TENF.OB) licenses its breakthrough, patented
technology for applications development, the Universal
Application(TM) platform, to organizations that face the
daunting task of replacing legacy applications or building new
applications systems.  Unlike traditional approaches, where
business and technology requirements create difficult IT
bottlenecks, Universal Application technology lets a small,
primarily non-technical, 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, call (800) TENFOLD or visit
http://www.10fold.com

Fusion Capital Fund II, LLC is a broad based investment fund,
based in Chicago, Illinois.  Fusion Capital makes a wide range
of investments ranging from special situation financing to a
long-term strategic capital.

                       *     *     *

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."


TOR MINERALS INT'L: Ernst & Young Expresses Going Concern Doubt
---------------------------------------------------------------
TOR Minerals International, Inc., is a specialty chemical
company engaged in the business of manufacturing and marketing
mineral products for use as pigments, pigment extenders and
flame retardants used in the manufacture of paints, industrial
coatings, plastics and solid surface applications.

The Company was organized by Benilite Corporation of America in
1973. Benilite, which was incorporated in Delaware in 1969,
developed the then patented "Benilite process" for producing
synthetic rutile, the principal ingredient used in the
manufacture of HITOX from ilmenite ore. Benilite licensed and
helped design several synthetic rutile plants located throughout
the world which utilize this process (including the plant
located in Ipoh, Malaysia, owned by the Company). Benilite
concluded that synthetic rutile produced by the Benilite process
could be further processed into a buff-colored titanium dioxide
pigment having many of the characteristics of standard white
titanium dioxide at a significant cost savings. These efforts by
Benilite were the beginning of the Company's business. In 1980,
the subsidiary of Benilite engaged in the development of HITOX
was spun off by Benilite to its shareholders. In December 1988,
the Company became a publicly owned company after completing a
public offering of 1.38 million shares of its common stock.

The Company's products are currently marketed in the United
States and in more than 60 other countries. The Company sells
its products through a network of direct sales representatives
employed by the Company and independent stocking distributors in
the United States, as well as distributors and agents overseas.
The Company's sales representatives sell directly to end-users
and provide marketing support and guidance for the Company's
independent distribution network.

Tor Minerals' principal product, HITOX (high-grade titanium
dioxide) accounted for 60% of net sales in 2002 and 66% in 2001.
Titanium dioxide is the most widely used primary pigment in
paints, coatings, plastics, paper and many other types of
products. Normally titanium dioxide, or TiO2, gives opacity and
whiteness to end-products. Most TiO2 is white; however, HITOX is
a unique color pigment that is beige. HITOX occupies a special
marketing niche as a high quality, color pigment that can
replace some of the other costly color pigments and some of the
white TiO2. HITOX pigments are used by major international paint
and plastics manufacturers. Uses include interior and exterior
architectural paints, yellow traffic marking paints, industrial
primers and coatings, roofing granules, PVC pipe and conduit,
plastic sheeting and siding as well as plastic film.

The Company's alumina trihydrate business was expanded in 2001
with the introduction of ALUPREM which is manufactured at the
Company's subsidiary, TP&T in the Netherlands. ALUPREM stands
for premium alumina. ALUPREM TA Bayer grade and TG ultra-
white/translucent grade ATH products are for color critical
applications such as Solid Surface/Onyx and performance driven
uses such as specialty wire and cable insulation and pigments.
ALUPREM TB is a white monohydrate alumina product designed to
meet the performance requirements of demanding applications
including catalysts, high-tech polishing, pigments and specialty
papers.

Alumina Trihydrate is widely used in plastic and rubber as a
non-toxic, non-corrosive smoke suppressant and flame retardant.
At elevated temperatures, water vapor is produced via an
endothermic reaction which acts to cool the surface and form a
char barrier. HALTEX features engineered narrow particle sizing
and high purity for optimum physical properties. Quality is
suitable for a broad range of technical applications including
electrical wire and cable insulation, thermoset SMC/BMC molding
compounds, thermoplastic profiles, PVC and rubber products,
specialty coatings as well as adhesives and sealants.

The Company's consolidated net sales for 2002 were $16,269,436,
an increase of $1,578,255, or 10.7%, compared with 2001 net
sales of $14,691,181. Net sales at the Corpus Christi location
increased $256,696, or 2.1%, during the twelve-month period
ending December 31, 2002 as compared to the same period last
year. TMM's net sales to third party customers increased from
$1,852,431 for 2001 to $2,339,713 in 2002, a net increase of
$487,281, or 26.3%. TP&T's sales increased from $661,011 in 2001
to $1,495,288 in 2002, a net increase of $834,278, or 126.2%.

The Company's financial performance continues to be heavily
dependent on sales of a single product line, HITOX pigment.
HITOX accounted for $9,797,,or 60.2%, of the 2002 total sales as
compared with $9,742,052, or 66.3%, of total sales in 2001.
BARTEX pigment sales, which represent 15.9% of total sales,
increased 3.9% in 2002. HALTEX pigment sales, which represent
6.0% of the total 2002 sales, decreased $201,858, or 17.2%, in
2002 as compared to 2001. ALUPREM, which was introduced to the
market in June 2001, represented $1,899,019, or 11.7%, of the
total 2002 net sales. Sales of synthetic rutile to third parties
accounted for $49,220 of total sales for 2001 and $48,097 in
2002.

The Company's net sales to customers in the US decreased less
than 1%, to $10,508,464 in 2002 from $10,587,114 in 2001. Net
sales for use in foreign countries increased by $1,656,906, or
40.4%, to $5,760,972 in 2002 from $4,104,066 in 2001.

Total cost of sales in 2002 increased $838,156, or 7.3%, on
higher sales volume. Cost of sales represented 75.3% of sales
this year as compared to 77.6% in 2001. The consolidated gross
profit increased $740,099, or 22.5%, from $3,284,351, or 22.4%,
in 2001 to $4,024,450, or 24.7%, in 2002.

Notwithstanding the increases noted above, the Auditors Report
of Ernst & Young's San Antonio, Texas office, dated February 19,
2003, states, in part: "[T]he Company's subsidiaries have loan
agreements with banks in Malaysia and the Netherlands that
provide short-term credit facilities. At December 31, 2002, the
subsidiaries had borrowed $3,403,676 under those facilities. All
borrowings under the short-term credit facilities are subject to
a demand provision. If these banks demand payment of the short-
term credit facilities, this would also cause term loans
totaling $489,974 with the Malaysian banks to become due, and
the Company would require substantial additional capital or
other borrowings in the short term to meet its cash
requirements. This matter raises substantial doubt about the
Company's ability to continue as a going concern."


UNION ACCEPTANCE: Sells $300MM in Receivables to FIFS Affiliate
---------------------------------------------------------------
Union Acceptance Corporation (OTCBB:UACAQ) has made the
requisite filings with the Securities and Exchange Commission to
deregister as a reporting company under the Securities Exchange
Act of 1934, suspending its obligations to make any further
reporting to the SEC.

"Our board has made the decision that the expense and burden
associated with ongoing SEC reporting and complying with the
many new regulations that have been and are expected to be
adopted, is not justified in UAC's circumstances," commented Lee
N. Ervin, UAC president and CEO. "As we look toward the pending
transition of our servicing platform, our staffing and remaining
activities will be very limited. Our resources are finite and we
are seeking to preserve value wherever possible for our
creditors and shareholders. This change will contribute to that
effort. While we will be making regular filings with the
Bankruptcy Court, we will no longer be an SEC reporting
company."

UAC's common stock will no longer be eligible for trading on the
OTC Bulletin Board, but may continue to trade over the counter.

                       Receivables Sale

UAC also announced that its subsidiary, UAFC Corporation, has
sold its portfolio of receivables held under its warehouse
facility with Bank of America, representing nearly $300 million
of receivables, to an affiliate of First Investors Financial
Services Group, Inc.  The transaction, which has been approved
by the U.S. Bankruptcy Court, closed effective today. The net
proceeds of the sale are expected to be sufficient to retire
UAFC's obligations under its warehouse facility, but are not
expected to provide material incremental funds to UAC.

UAC has continued as servicer on the Bank of America portfolio
and its securitized portfolio as part of an agreed order with
MBIA Insurance Corporation effected in early January 2003. More
recently, UAC and MBIA have agreed that UAC shall continue as
servicer of its receivables portfolio at least through April 30,
2003, although UAC's objective is to provide for a consensual
transition of servicing in connection with a sale of its
servicing platform at an earlier date. MBIA currently wraps all
18 of UAC's outstanding securitizations as well the Bank of
America warehouse. FIFS intends to expeditiously convert
servicing of the acquired receivables after closing.

This warehouse portfolio sale follows the December 2002 sale,
also to FIFS, of approximately $200 million of receivables held
under UAC's warehouse facility with Wachovia Securities. In
addition, as previously reported, UAC has also agreed in
principle to a proposal with Systems & Services Technologies,
Inc. ("SST"), a wholly-owned subsidiary of J.P. Morgan Chase,
regarding the sale of its servicing platform assets and transfer
of servicing responsibilities of its securitized portfolio. A
hearing regarding the sale and transfer is scheduled with the
U.S. Bankruptcy Court for March 25, 2003.

UAC's efforts to sell its remaining unsecuritized receivables,
including an on-balance sheet portfolio of approximately $5
million, are ongoing.

Union Acceptance Corporation is a specialized financial services
company headquartered in Indianapolis, Indiana. The company's
primary business is the servicing of automobile retail
installment sales contracts representing primarily late model
used, and to an extent, new automobiles purchased by customers
who exhibit favorable credit profiles. Union Acceptance
Corporation commenced business in 1986 and became an independent
public corporation in 1995. By using state-of-the art technology
in a highly centralized servicing environment, Union Acceptance
enjoys one of the lowest cost servicing structures in the
independent prime automobile finance industry.


UNITED AIRLINES: Court Fixes May 12, 2003 as General Bar Date
-------------------------------------------------------------
The General Bar Date -- the deadline by which most creditors of
UAL Corp., United Airlines and its affiliates must file their
proofs of claim on account of prepetition debts -- is 4:00 p.m.
on May 12, 2003.  The Governmental Unit Bar Date is set for June
9, 2003.  Proofs of Claim should be delivered to:

      Poorman-Douglas Corporation
      Attn: UAL
      P.O. Box 4390
      Portland, Oregon 97208-4390

Questions concerning proof of claim forms and filing procedures
should be directed to (503) 277-7999 or 1-877-752-5527. (United
Airlines Bankruptcy News, Issue No. 13; Bankruptcy Creditors'
Service, Inc., 609/392-0900)   


WILLIAMS COS.: Form 10-K Contains New Bankruptcy Risk Language
--------------------------------------------------------------
In its annual report filed with the Securities and Exchange
Commission this week, The Williams Companies, Inc., includes a
paragraph in the Management Discussion and Analysis section
saying:

     "At December 31, 2002, Williams has maturing notes payable
and long-term debt totaling approximately $3.8 billion (which
includes certain contractual fees and deferred interest
associated with an underlying debt) through the first quarter of
2004. The Company's available liquidity to meet these  
requirements and fund a reduced level of capital expenditures
will be dependent on several factors, including the cash flows
of retained businesses, the amount of proceeds raised from the
sale of assets previously mentioned and the price of natural
gas.  Future cash flows from operations may also be affected by
the timing and nature of the sale of assets. Because of recent
asset sales, anticipated asset sales and available secured
credit facilities, Williams currently believes that it has the
financial resources and liquidity to meet future cash
requirements through the first quarter of 2004.  In the event
that Williams' financial condition does not improve or becomes
worse, or if it fails to complete asset sales and reduce its
commitment to its Energy Marketing & Trading business, Williams
may have to consider other options including the possibility of
seeking protection in a bankruptcy proceeding."

David P. Porter, Esq., at Jones Day in Cleveland, calls the
Management's Discussion and Analysis section in an SEC filing
"the single most important part of periodic disclosures outside
the financial statements," because it looks ahead at factors
that may affect future results and allows a look into the minds
of management.  The "Key MD&A Test," Mr. Porter explains, asks:

     * Is there a trend, demand, commitment, event or
       uncertainty affecting the registrant that is known
       to management?

     * If so, management must assess:

         -- Is the known trend, demand, commitment, event or
            uncertainty likely to come to fruition?

         -- Is the outcome likely to be material?

Mr. Porter says the decision about what to disclose requires
application of a Double Negative Test:

     If you can't reasonably say it is likely that a Trigger
     Event (a) won't occur or (b) won't be material, disclosure
     is then required of the event and the effect on the
     registrant.

Each final determination resulting from the assessments made by
management, Mr. Porter adds, must be objectively reasonable,
viewed as of the time the determination is made, and each
determination must be made by the appropriate, knowledgeable
managers.

Mr. Porter shared these comments at a conference hosted by
Glasser Publications, Inc., where he wrapped-up his presentation
to attendees saying, "May you never need this knowledge!"  Mr.
Porter made it clear that his comments aren't necessarily Jones
Day's comments.  

The company expands on the MD&A disclosure in its financial
statements, saying:

     "As of December 31, 2002, the Company has scheduled debt
retirements due through first-quarter 2004 of approximately $3.8
billion, which includes certain contractual fees and deferred
interest associated with an underlying debt, and anticipates
significant additional asset sales to meet its liquidity needs
over that period. The Company has also reduced projected levels
of capital expenditures and the board of directors reduced the
quarterly dividend on common stock beginning in third-quarter
2002. . . .  The Company has also announced its intentions to
reduce its commitment to the Energy Marketing & Trading
business, which could be realized by entering into a joint
venture with a third party or through the sale of a portion or
all of the marketing and trading portfolio.

     "On February 20, 2003, Williams outlined its planned
business strategy for the next several years and believes it to
be a comprehensive response to the events which have impacted
the energy sector and Williams during 2002.  The plan focuses on
retaining a strong, but smaller, portfolio of natural-gas
businesses and bolstering Williams' liquidity through more asset
sales, limited levels of financing at the subsidiary level and
additional reductions in its operating costs.  The plan is
designed to provide Williams with a clear strategy to address
near-term and medium-term liquidity issues and further de-
leverage the company with the objective of returning to
investment grade status by 2005, while retaining businesses with
favorable returns and opportunities for growth in the future.  
As part of this plan, Williams expects to generate proceeds, net
of related debt, of nearly $4 billion from asset sales during
2003, including approximately $2.25 billion in newly announced
offerings combined with those assets already under contract or
in negotiations for sale.  Newly announced offerings include the
Texas Gas pipeline system, Williams' [55%] general partnership
interest and limited partner investment in Williams Energy
Partners, and certain properties and assets within Exploration &
Production and Midstream Gas & Liquids.  During first-quarter
2003, Williams closed the sales of the retail travel centers and
the Midsouth refinery.

     "While the Company believes that these actions will
significantly address liquidity and credit concerns through the
first quarter of 2004, the resulting downsizing of the Company
will have a significant impact on the Company's future financial
position and results of operations.  The Company's ability to
maintain liquidity and future operations could be significantly
impacted by other events, including the possibility that the
asset sales and reduction of the Company's commitment to its
Energy Marketing & Trading business will not be accomplished as
currently anticipated. The timing and amount of proceeds to be
realized from the sale of assets is subject to several
variables, including negotiations with prospective buyers,
industry conditions, lender consents to the sale of collateral,
regulatory approvals and Williams' assessment of its short and
long-term liquidity requirements.  The reduction of the
Company's commitment to Energy Marketing & Trading activities
could be affected by the willingness of buyers and/or potential
partners to enter into transactions with Williams, giving
consideration to the current condition of the energy trading
sector and liquidity and credit constraints of Williams.  As a
result of these factors, the proceeds that may be realized from
the sales of assets, including the trading portfolio, may be
less than the carrying values at December 31, 2002, and could
result in additional impairments and losses.  In the event that
Williams' financial condition does not improve or becomes worse,
or if it fails to complete asset sales and reduce its commitment
to its Energy Marketing & Trading business, Williams may have to
consider other options including the possibility of seeking
protection in a bankruptcy proceeding."

For the year ending December 31, 2002, The Williams Companies,
Inc., reported an $844.8 million loss; this follows a $477.7
million loss in 2001.  Williams' Dec. 31, 2002, Balance Sheet
shows nearly $35 billion in assets and $5 billion in shareholder
equity


WINDSOR WOODMONT: Court OKs FTI as Irell & Manella's Consultant
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Colorado gave its
stamp of approval to Windsor Woodmont Black Hawk Corporation
counsel's application to employ FTI Consulting as Litigation
Consultant.

The Debtor's chapter 11 counsel, Irell & Manella LLP asks to
employ FTI Consulting as litigation consultant, with the Debtor
to be fully and solely responsible for the payment of FTI's
professional fees.

FTI will principally act as litigation consultant in connection
with the motion to reject the Management Agreement.  
Specifically, FTI will:

     a) provide litigation support and analysis that may include
        providing expert opinions and testimony;

     b) analyze the Management Agreement;

     c) analyze the Casino's financial structure, expenses, and
        operation margins; and

     d) analyze the Casino's operating margins.

FTI's professionals are compensated in their current hourly
rates which range from:

     Senior Managing Director            $525 to $595 per hour
     Director/Managing Director          $370 to $525 per hour
     Consultant                          $275 to $345 per hour
     Associates                          $175 to $265 per hour
     Administrative/Paraprofessionals    $ 85 to $150 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: Wants Go-Signal to Reject 86 Vacant Sonet Ring Pacts
--------------------------------------------------------------
Marcia L. Goldstein, Esq., at Weil Gotshal & Manges LLP, in New
York, recounts that by motion dated October 25, 2002, Worldcom
Inc., and its debtor-affiliates sought to reject agreements
related to 49 SONET Rings that they no longer required and did
not use.  By orders, dated November 19 and 26, 2002, the Court
authorized the rejection of the Agreements related to 36 of the
SONET Rings.  The Debtors received objections to the rejection
of the Agreements related to the remaining 13 SONET Rings
identified in the First Motion.

The Debtors have undertaken an extensive analysis of their
network requirements and have determined that ultimately the
Debtors will not require any of the 13 SONET Rings that are the
subject of the Objections or any of the 73 SONET Rings that were
not included in the First Motion.  In accordance with the terms
of the Agreements, Ms. Goldstein reports that the Debtors are
required to pay $3,848,089.50 per month in the aggregate for the
86 Remaining SONET Rings.  Based on the expiration dates of the
Agreements, the remaining liability of the 86 Remaining SONET
Rings is $51,500,000 in the aggregate.

Ms. Goldstein relates that the Debtors have obtained, or over
the course of the next several months will obtain, alternative,
more cost-effective connections with their customers formerly
served via the 86 Remaining SONET Rings and related Tail
Circuits. Specifically, the Debtors anticipate being able to
carry the traffic formerly routed through the 86 Remaining SONET
Rings on their own network.  Therefore, the Debtors anticipate
that by April 30, 2003, they will have migrated all voice and
data traffic off substantially all of the 86 Remaining SONET
Rings.

Accordingly, by this motion, the Debtors seek the Court's
authority to reject the 86 Remaining SONET Rings and the related
Agreements, effective on the disconnection dated.

The Debtors reserve their rights to assert that any
postpetition, pre-rejection amounts due and owing for any
disconnected SONET Ring or Tail Circuit are not entitled to
administrative expense priority pursuant to Section 503 of the
Bankruptcy Code.

According to Ms. Goldstein, as of January 24, 2003, the Debtors
have already migrated the traffic off 27 out of the 86 Remaining
SONET Rings.  After vacating a SONET Ring, the Debtors will no
longer require the ring.

Because the 86 Remaining SONET Rings and Tail Circuits are
connections between the Debtors' network and the Counterparties'
networks, Ms. Goldstein contends that the 86 Remaining SONET
Rings are not useful for third parties and the Debtors cannot
sell or assign the services provided under the Agreements.
Following migration of the traffic, the 86 Remaining SONET Rings
and Tail Circuits will no longer serve any useful purpose for
the Debtors.  The Debtors' estates will be benefited by
eliminating these unnecessary payment obligations associated
with the 86 Remaining SONET Rings and the Agreements. (Worldcom
Bankruptcy News, Issue No. 21; Bankruptcy Creditors' Service,
Inc., 609/392-0900)   

DebtTraders reports that Worldcom Inc.'s 7.750% bonds due 2007
(WCOE07USR1) are trading at about 24 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=WCOE07USR1  
for real-time bond pricing.


ZENITH NATIONAL: Fitch Affirms BB+ Trust I Securities Rating
------------------------------------------------------------
Fitch Ratings has assigned a 'BBB-' rating to Zenith National
Insurance Corp.'s $110 million private offering of convertible
senior notes. Fitch has also affirmed Zenith National's long-
term issuer rating of 'BBB-' and the 'BB+' rating of Zenith
National Insurance Capital Trust I securities. In addition,
Fitch has affirmed the 'A-' insurer financial strength ratings
of Zenith National's three insurance subsidiaries, Zenith
Insurance Company, ZNAT Insurance Company and Zenith Star
Insurance Company. The Rating Outlook has been revised to
Negative from Stable.

The Negative Rating Outlook reflects the challenges still
present in the competitive workers' compensation line of
business, particularly in California, where approximately 55% of
the company's workers' compensation premium was earned in 2002.
While Fitch believes that Zenith is well positioned relative to
peers to take advantage of the current window of opportunity in
the hardening workers' compensation market, Fitch is concerned
with increasing claims severity trends, driven mainly by higher
medical inflation rates, that have resulted in unfavorable prior
year reserve development for accident years 2000 and 2001. For
Zenith to maintain the current rating level, Fitch expects any
additional adverse prior year reserve development to be minimal
and a continued improvement in the combined ratio to
approximately 100% in 2003.

The net proceeds from the convertible debt offering will be
utilized to repay $45 million of outstanding indebtedness
borrowed in January 2003 under its existing bank lines and for
general corporate purposes. The debt carries an interest rate of
5.75% and matures in 2023. The conversion rate is 40 shares per
$1,000 principal, which is equivalent to $25.00 per share. Also,
holders of the notes have an option to require Zenith to convert
the notes upon the occurrence of certain events, including a
reduction in the notes credit rating by a peer rating agency
below a specified level.

Zenith National's capital mix at December 31, 2002 consisted of
17.2% hybrid trust preferred and 82.8% common equity. Subsequent
to this debt issuance, Fitch estimates Zenith National's pro-
forma equity credit adjusted debt to total capitalization at
27.5%. Fitch's expectation is that financial leverage will not
increase above this level.

Zenith National's ratings continue to reflect a disciplined
underwriting focus, improved operating results in 2002, strong
capitalization, and overall conservative and liquid investment
portfolio. Partially offsetting these positives are business
line and geographical concentration risks, poor operating
performance in recent years (1999-2001), increased financial
leverage and a somewhat higher exposure to below investment
grade bonds than industry averages.

Zenith is a specialty insurer licensed in 46 states with current
operations consisting principally of workers' compensation
insurance, with a heavy concentration in California and Florida
where almost 75% of the company's workers compensation premium
was earned in 2002. The company also has reinsurance operations
that selectively underwrite world-wide assumed treaty
reinsurance of property losses from catastrophes and large
property risks.

             Entity/Issue/Type Action Rating/Outlook

Zenith National Insurance Corp.

     -- Convertible senior notes Assigned 'BBB-'/Negative;

     -- Long-term issuer Affirmed 'BBB-'/Negative.

Zenith National Insurance Capital Trust I

     -- Trust preferred securities Affirmed 'BB+'/Negative.

Zenith Insurance Company

     -- Insurer financial strength Affirmed 'A-'/Negative.

ZNAT Insurance Company

     -- Insurer financial strength Affirmed 'A-'/Negative.

Zenith Star Insurance Company

     -- Insurer financial strength Affirmed 'A-'/Negative.


* Fitch Says '03 High Yield Default Tally Off to Promising Start
----------------------------------------------------------------
The U.S. high yield default tally for the first two months of
2003 totaled $4.2 billion for a two month default rate of .7%
and a trailing twelve month default rate of 14.5%, down
significantly from 2002's full year default rate of 16.4%. In
the first two months of 2002 34 issuers defaulted on $16.4
billion in bonds. This year's volume count for January and
February was just a quarter of the comparable period in 2002 and
was accompanied by an equally meaningful drop in the number of
defaulted issuers, from 34 in 2002 to 18. The 18 issuer
defaults, an average of 9 per month, is fairly even with the
pace of issuer defaults in the second half of 2002.

The absence of large telecommunication defaults brought default
volume per issuer down to $233 million, close to historical
levels. In contrast, the average balance per defaulted issuer in
2002 was $674 million, primarily a result of the large scale
telecommunication defaults. Even excluding WorldCom's bankruptcy
filing in July ($26.3 billion of the 2002 U.S. default count of
$109.8 billion), telecommunication defaults averaged $800
million per issuer in 2002. Also contributing to the lower
default rate thus far into 2003 is the larger size of the high
yield market. Through a combination of new issuance (in excess
of $100 billion in 2002) and the record number of fallen angels
(excluding defaults, $110 billion in 2002), the U.S. high yield
market stands at approximately $615 billion, up 20% from $518
billion at the beginning of 2002.

In addition to its larger size, the market's rating mix has
improved in terms of the vintage distribution of outstanding
issues. As of December 2000, approximately 61% of the market
consisted of bonds sold from 1997 through 1999. A year later, at
the end of 2001, that concentration had fallen to 51.1%, and at
the end of 2002, just 35% of the market came from the three
years. This is a very meaningful trend with regard to defaults
since bonds sold from 1997 through 1999 made up approximately
two thirds of defaulted issues beginning in 2000 through 2002.
Defaults for non-investment grade companies traditionally peak
three to four years following issuance.  Since the troubled 1997
- 1999 bonds now make up just a third of the high yield market
and we are now four to six years past original issue for the
three years, default risk for the market overall has declined.
This is further supported by the higher quality of new issuance
beginning in 2000 through 2002. Nonetheless, Fitch expects the
default rate will remain elevated this year. There are still
substantial risks, both structural and fundamental. At the end
of February, approximately $120 billion in bonds carried a
rating of 'CCC' to 'C', a troubling level which has persisted
despite the large volume of defaults.

The top five industries represented in the 'CCC' to 'C' pool
include telecommunication at $41.8 billion, cable at $13.9
billion, energy at $9.7 billion, computers and electronics at
$6.1 billion, manufacturing at $4.8 billion and transportation
at $4.4 billion. A quick look at the industry mix and
considering the state of the economy and the prospect of war,
all point to more defaults in 2003. The one upside is that most
of the 'CCC' to 'C' issues are in fact trading at deeply
distressed levels. As long as defaults continue to represent a
purging of distressed companies, following the inevitable path
to bankruptcy or restructuring, the incremental cost of the
defaults should be contained. The true danger lies in the
possibility of a new wave of defaults brought about by war
disruptions to consumer and business spending and credit
availability.

Fitch's default studies for the U.S. and European high yield
markets, titled 'High Yield Defaults 2002, The Perfect Storm'
and 'One Quarter of the European High Yield Market Defaults in
2002', respectively, are available on the Fitch Ratings Web site
at http://www.fitchratings.comin the 'Credit Market Research'  
page. A full listing of 2002 defaults, an analysis of default
and recovery rates by industry, and a review of credit quality
measures for the two markets is also available.

       Overview of the Fitch U.S. High Yield Default Index

Fitch's default index is based on the U.S., dollar denominated,
non-convertible, speculative grade bond market (the rating
equivalent of 'BB+' and below, rated by Fitch or one of the two
other major rating agencies). Fitch includes rated and non-
rated, public bonds and private placements with 144A
registration rights. Defaults include missed coupon or principal
payments, bankruptcy, or distressed exchanges. Default rates are
calculated by dividing the volume of defaulted debt by the
average market size for the period under consideration. Fitch's
high yield default studies are available at
http://www.fitchratings.com

   
BOOK REVIEW: MERCHANTS OF DEBT: KKR and the Mortgaging
             of American Business
------------------------------------------------------
Author: George Anders
Publisher: Beard Books
Softcover: 335 pages
List Price: $34.95
Review by Gail Owens Hoelscher
Order your copy today at
http://amazon.com/exec/obidos/ASIN/1587981254/internetbankrupt

"For the first fourteen years of KKR's existence, the buyout
firm's hallmark could be expressed in one word: debt.  As KKR
grew evermore powerful, Kravis and Roberts derived their
economic clout from a single fact: They could borrow more money,
faster, than anyone else," according to the chronicler of this
high-flying firm.  KKR acquired $60 billion worth of companies
in wildly different industries in the 1980s: Safeway Stores,
Duracell, Motel 6, Stop & Shop, Avis, Tropicana, and Playtex.  
They made piles of money by deducting interest expenditures from
their taxes, cutting costs in their new companies and riding a
long-running bull market.

The juggernaut of Kohlberg Kravis Roberts & Co. began rolling in
1976 when Jerome Kohlberg and cousins Henry Kravis and George
Roberts left Bear, Stearns with about $120,000 to spend.  The
three wunderkind shortly invented and dominated the leveraged
buyout as they sought investors and borrowed money to acquire
Fortune 500 companies in dizzying succession.  They put up very
little money of their own funds, but their partnerships made out
like bandits.  Consider the case of Owens-Illinois: KKR pup up
only 4.7 percent of the purchase price.  The company's chairman
earned $10 million within a few years, the takeover advisors got
$60 million, Owens-Illinois was left "gaunt and scaled back,"
and about five years later, KKR took it public at $11 a share,
more than twice what the KKR partnership had paid for it.

In this reprint of his 1992 books, George Anders tells us how
they worked: "(t)ime after time, the KKR men presented a
tempting offer.  The CEO could cash out his company's existing
shareholders by agreeing to sell the company to a new group that
would be headed by KKR, but would include a lot of room for
existing management.  The new ownership group would take on a
lot of debt, but aim to pay it off quickly.  If this buyout
worked out as planned, the KKR men hinted, the new owners could
earn five times their money over the next five years.  Presented
with such a choice in the frenzied takeover climate of the
1980s, manages and corporate directors again and again said yes.
To top management a leveraged buyout was the most palatable way
to ride out the merger-and-acquisition craze."

The author includes a detailed appendix of KKR's 38 buyouts
during the period 1977-1992 that presents the following on each
purchase: price paid by KKR; percentage of the purchase price
paid by KKR's equity funds; length of time KKR owned the
company; financial payoff for the ownership group; and the
annualized profit rate for investors over the life of the
buyout.  KKR used less than 9 percent of its own funds in 18 of
the 38 cases.  In only four cases did KKR put up more than 30
percent of the price.  KKR owned the 38 companies for an average
of about 5 years.  As Anders puts it, "(a)s quickly as the KKR
men had roared into a company's life, they roared off."

This behind-the-scene account shows the ambition, pride, envy
and fear that characterized the debt mania largely engineered by
KKR, a mania that put millions out of work and made a very few
very rich.  This book is a must read in understanding what
happened to corporate America in the 1980s.

George Anders is the West Coast bureau chief of Fast Company
magazine.  He worked for two decades at the Wall Street Journal,
and was part of a seven-person reporting team that won the
Pulitzer Prize for national reporting in 1997.
          
                          *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices
are obtained by TCR editors from a variety of outside sources
during the prior week we think are reliable.  Those sources may
not, however, be complete or accurate.  The Monday Bond Pricing
table is compiled on the Friday prior to publication.  Prices
reported are not intended to reflect actual trades.  Prices for
actual trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy
or sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies
with insolvent balance sheets whose shares trade higher than $3
per share in public markets.  At first glance, this list may
look like the definitive compilation of stocks that are ideal to
sell short.  Don't be fooled.  Assets, for example, reported at
historical cost net of depreciation may understate the true
value of a firm's assets.  A company may establish reserves on
its balance sheet for liabilities that may never materialize.  
The prices at which equity securities trade in public market are
determined by more than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged. Send announcements to
conferences@bankrupt.com.

Bond pricing, appearing in each Thursday's edition of the TCR,
is provided by DebtTraders in New York. DebtTraders is a
specialist in global high yield securities, providing clients
unparalleled services in the identification, assessment, and
sourcing of attractive high yield debt investments. For more
information on institutional services, contact Scott Johnson at
1-212-247-5300. To view our research and find out about private
client accounts, contact Peter Fitzpatrick at 1-212-247-3800.
Real-time pricing available at http://www.debttraders.com/

Each Friday's edition of the TCR includes a review about a book
of interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911. For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                          *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published by
Bankruptcy Creditors' Service, Inc., Trenton, NJ USA, and Beard
Group, Inc., Washington, DC USA. Yvonne L. Metzler, Bernadette
C. de Roda, Donnabel C. Salcedo, Ronald P. Villavelez and Peter
A. Chapman, Editors.

Copyright 2003.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without
prior written permission of the publishers.  Information
contained herein is obtained from sources believed to be
reliable, but is not guaranteed.

The TCR subscription rate is $675 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.

                *** End of Transmission ***