TCR_Public/030324.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

             Monday, March 24, 2003, Vol. 7, No. 58    


ABN AMRO: Fitch Affirms Low-B Ratings on Various P-T Certs.
AEROVIAS NACIONALES: Colombian Carrier Files for Chapter 11
AEROVIAS NACIONALES: Case Summary & Largest Unsecured Creditors
AES CORP: Nominates Philip A. Odeen to Board of Directors
AIR CANADA: Intends to Reduce Workforce by 3,600

AIR CANADA: CAW Wants to Negotiate Solution to Proposed Layoffs
AMERICAN AIRLINES: Reduces International Service for April by 6%
AMERICAN GREETINGS: Will Publish 4th Quarter Results on April 3
AMERIKING INC: Bringing-In Deloitte & Touche as Tax Consultants
AMERIPOL SYNPOL: Court Extends Lease Decision Time Until June 30

AMRESCO: Fitch Takes Rating Actions on Various Securitizations
BALLY TOTAL FITNESS: Names Three New Board Members
BLUEWATER FIBER: Liquidator KPMG Appoints Icoworks as Auctioneer
BOUNDLESS CORP: Wants Court Nod to Hire Ruskin Moscou as Counsel
BUDGET GROUP: Committee Signs-Up Linda Burch for Business Advice

CALTON: Net Losses & Thinning Capital Raise Going Concern Doubt
CEDARA SOFTWARE: Falls Below Nasdaq Minimum Listing Requirements
CELLPOINT INC: Dec. 31 Working Capital Deficit Tops $13 Million
CENTENNIAL COMMS: February Quarter Results Show Improvement
CHARTER COMMS: Names Sue Ann R. Hamilton SVP of Programming

COMMUNICATION DYNAMICS: Hires Colliers as Real Estate Broker
CONSECO FINANCE: Wants Approval of Lease Rejection Procedures
CONSECO INC: Signing-Up Korn/Ferry International as Consultant
CWMBS INC: Fitch Upgrades & Affirms Various RMBS Securitizations
DELIA*S CORP: Moves Q4 Earnings Conference Call to April 30

DELTA AIR LINES: S&P Keeps Watch on BB- Class A-1 Certs. Rating
DELTA WOODSIDE: Amends $50-Million Credit Pact with GMAC Comm'l
EBT INTERNATIONAL: Delivers Proxy Statement to Shareholders
ENRON CORP: Connecticut Light Demands Prompt Decision on Lease
ENVOY COMMS: Seeking Amendment to Convertible Secured Debentures

EQUIFIN INC: Inks Letter of Intent to Acquire Celtic Capital
ETHO POWER: Alberta Court Appoints Receiver after Debt Default
FC CBO III: S&P Places BB Class B Note Rating on Watch Negative
FEDERAL-MOGUL: Asks Court to Further Stretch Lease Decision Time
FLEMING COMPANIES: Fitch Junks Bond Debt Ratings

FMC CORP: Commences Exchange Offer for 10-1/4% Sr. Secured Notes
FOAMEX INT'L: Hosting Investor Conference Call Tomorrow
FOSTER WHEELER: Will Publish Q4 and FY 2002 Results Tomorrow
GLOBAL CROSSING: Urges Court to OK Pegasus Settlement Agreement
GLOBAL CROSSING: Launches Worldwide Network Managed Services

GOODYEAR TIRE: S&P Rates $3.3B Senior Secured Debts at BB+/BB-
GROUP MANAGEMENT: Mulls Possible Merger into a Clean Shell Corp.
HAWAIIAN AIRLINES: Files for Chapter 11 Protection in Hawaii
HAWAIIAN AIRLINES: Case Summary & 23 Largest Unsec. Creditors
HEALTH MANAGEMENT: Executes Pact to Acquire Providence Assets

HEALTHSOUTH CORP: Healthcare Realty Discloses $276.3MM Exposure
HEALTHSOUTH CORP: NYT Says New Financing Needed in Two Weeks
INSILCO TECH: Committee Turns to Traxi LLC for Financial Advice
INTERPOOL INC: Will Pay Cash Dividend for First Quarter 2003
J.CREW GROUP: Feb. 1 Net Capital Deficit Balloons to $383 Mill.

JAG MEDIA: Bankruptcy Filing Likely if Fund-Raising Efforts Fail
JAMES CABLE: Misses February Interest Payment on 10-3/4% Notes
KMART CORP: Hires Stuart Maue to Evaluate Fee Applications
LB-UBS COMM'L: Fitch Assigns Low-B Ratings to 6 Classes of Notes
LIBERTY MEDIA: Will Publish Supplemental Q4 Fin'l Info. Tomorrow

MAGELLAN HEALTH: Asks Court to Fix Procedures to Preserve NOLs
MARINER HEALTH: Greenlight Capital Discloses 7.8% Equity Stake
METATEC INT'L: Dec. 31 Net Capital Deficit Slides-Up to $10 Mil.
NATIONAL CENTURY: Signs-Up Grant Thornton as Tax Consultants
NATIONAL LAMPOON: External Auditors Express Going Concern Doubt

NORTEL NETWORKS: Inks $60MM 5-Year Contract with Telecom Egypt
NTELOS: Gets OK to Continue Hiring Ordinary Course Professionals
OAKWOOD HOMES: Files Plan and Disclosure Statement in Delaware
OSTEX INT'L: Will Request Hearing Before Nasdaq Listing Panel
PCD INC: Files for Chapter 11 Protection in Massachusetts

PILLOWTEX CORP: Elm Ridge Capital et. al. Dumps Equity Stake
POLAROID: Morgan Asks Court to Reconsider Mandarino Appointment
ROTECH HEALTHCARE: Extends Exchange Offer for 9-1/2% Sr. Notes
SEQUA CORP: Declares Regular Quarterly Preferred Share Dividend
SERVICE MERCHANDISE: Proposed Noteholder Pref. Action Settlement

SOLECTRON CORP: Red Ink Continues to Flow in Fiscal 2nd Quarter
SONICBLUE INC: Files for Chapter 11 Reorganization in California
SPIEGEL GROUP: Wants to Continue Prepetition Customer Programs
STILLWATER MINING: Makes Fifth Amendment to Credit Agreements
SUPERIOR TELECOM: Hires Proskauer Rose as Litigation Counsel

SWEETHEART CUP: Extends Offer to Make Consent Payments to Mar 27
TEXAS COMM'L: Files Plan re Prepetition Payments due to ERCOT
TRANS ENERGY: Tyler Unit Sells Pipeline Asset to PC Pipeline
UNITED AIRLINES: State Street Discloses Share Holdings in ESOP
UNITED INDUSTRIES: Issuing 9-7/8% Notes via Private Placement

UNITED INDUSTRIES: S&P Rates $75 Million Senior Sub. Notes at B-
UNUMPROVIDENT: A.M. Best Cuts All Ratings & Continues Review
US AIRWAYS: Discloses Default Under DIP Financing Facility
WASHINGTON MUTUAL: Fitch Rates Six Note Classes at Low-B Levels
WILLIAMS COMPANIES: Confirms Adherence to Energy Market Rules

WORLDCOM INC: Wants Additional Time to Decide on Chicago Lease
ZENITH NATIONAL: S&P Assigns BB+ Rating to $110MM Senior Notes

* BOND PRICING: For the week of March 24 - 28, 2003


ABN AMRO: Fitch Affirms Low-B Ratings on Various P-T Certs.
Fitch Ratings has upgraded 18 classes and affirmed 7 classes of
ABN AMRO Mortgage Corporation residential mortgage-backed
certificates, as follows:

ABN AMRO, mortgage pass-through certificates, series 2001-1

   --Class M to 'AAA' from 'AA';
   --Class B-1 to 'AA+' from 'A';
   --Class B-2 to 'A+' from 'BBB';
   --Class B-3 affirmed at 'BB';
   --Class B-4 affirmed at 'B'.

ABN AMRO, mortgage pass-through certificates, series 2001-2

   --Class M to 'AAA' from 'AA';
   --Class B-1 to 'AA+' from 'A';
   --Class B-2 to 'A+' from 'BBB';
   --Class B-3 affirmed at 'BB';
   --Class B-4 affirmed at 'B'.

ABN AMRO, mortgage pass-through certificates, series 2001-3

   --Class M to 'AAA' from 'AA';
   --Class B-1 to 'AA+' from 'A';
   --Class B-2 to 'AA-' from 'BBB';
   --Class B-3 to 'BBB' from 'BB';
   --Class B-4 affirmed at 'B'.

ABN AMRO, mortgage pass-through certificates, series 2001-4

   --Class M to 'AAA' from 'AA';
   --Class B-1 to 'AA+' from 'A';
   --Class B-2 to 'AA-' from 'BBB';
   --Class B-3 to 'BBB+' from 'BB';
   --Class B-4 to 'BB' from 'B'.

ABN AMRO, mortgage pass-through certificates,
series 2001-5 Pool 1

   --Class M to 'AAA' from 'AA';
   --Class B-1 to 'AA' from 'A';
   --Class B-2 to 'A' from 'BBB';
   --Class B-3 affirmed at 'BB';
   --Class B-4 affirmed at 'B'.

These rating actions are being taken as a result of low
delinquencies and losses, as well as increased credit support.

AEROVIAS NACIONALES: Colombian Carrier Files for Chapter 11
Aerovias Nacionales de Colombia SA and Avianca Inc., voluntarily
filed for Chapter 11 protection in the United States Bankruptcy
Court for the Southern District of New York.   

Since the end of 2002, unforeseen market and economic
conditions, added to the lingering challenges post-September 11,
have had a devastating impact on the aviation industry as a
whole, the Company says.  Sharp increases in fuel prices, a slow
U.S. economy, and continued contraction in travel have forced
airlines worldwide to dramatically cut costs.  Avianca's
situation is further complicated by the drastic devaluation of
the Colombian Peso, weak economies in key countries such as
Venezuela and Argentina and further reduction in travel due to
risks associated with flying to Colombia and restrictions on
visas for Colombians.  In 2002, the negative impact of the
devaluation alone was approximately $27 million.

Avianca currently employs approximately 4,153 employees in
Colombia, 28 in the United States, and 148 outside of Colombia
and the United States. Avianca also contracts with third party
providers for the services of approximately 900 individuals.

As of March, 2003, Avianca's operating fleet consisted of 31
aircraft, including 13 MD-83, 6 Fokker-50, 6 Boeing 767 and 6
Boeing 757 aircraft.  Avianca leases all 31 aircraft.

                    Bankruptcy is Step One

The chapter 11 filings, the Company explains, are the first step
to improving operations.  Avianca explains that it faces unique
U.S. issues that can only be addressed under U.S. law.  Chapter
11 is a first key step within the framework of making the
carrier competitive while at the same time finding ways to
reduce its operating costs.  Avianca's management team wants to
aggressively address the challenges the carrier faces.  They are
working to restructure their operations to eliminate
inefficiencies and increase cash flow.   "We recognize that we
have a lot of work ahead of us if we are to continue to remain
an industry leader.  This ongoing restructuring process requires
focus, dedication and effort, but we firmly believe that we will
be on track to achieve solid results," the Company said in a
letter to its vendors.

                      Corporate Structure

Aerovias Nationales de Colombia SA -- the oldest airline in the
Western Hemisphere and sometimes referred to as the "Airline of
Colombia" and the "First Airline in America" -- is a corporation
organized under the laws of the Republic of Colombia as a
sociedad anomina, with its administrative offices located at
Centro Administrativo, Avenida Eldorado No. 92-30, Bogota,
Colombia, and its principal place of business in the United
States located at 720 5th Avenue, 5th Floor, New York, New York
10019-4107.  The company operates a domestic (Colombia) and
international airline passenger business, but it also carries
mail and freight cargo on its domestic and international routes.

Avianca, Inc. is a corporation organized under the laws of the
State of New York, with its principal place of business located
at 8125 Northeast 53rd Street, Suite 1111, Miami, Florida 33166.
Avianca, Inc. acts as Avianca S.A.'s general agent in connection
with its activities in the United States pursuant to a general
agency agreement which provides for Avianca, Inc., in its
capacity as general agent for Avianca S.A., to market and sell
tickets for air travel, to lease facilities for its operations
in the United States, to procure supplies, to collect accounts,
to purchase parts, and to provide other services in connection
with the business of operating an international commercial
airline in the United States.

                   Passenger & Cargo Routes

Avianca has destinations in 14 cities in Colombia, two cities in
the United States, and 12 cities in other countries, for a total
of 28 destinations. Approximately 24.1% of Avianca's
international air service is between Colombia and the
United States. Avianca's principal routes between Colombia and
the United States include service between Bogota and Miami and
between Bogota and New York City.  Avianca's operations have a
hub-and-spoke structure, with domestic and international
hubs at Bogota, designed to allow Avianca to maximize Bogot 's
strategic geographical position in providing domestic and
international connections. Avianca is the predominant carrier at
Bogota, having approximately 81 scheduled daily departures,
including 63 domestic and 18 international departures.

Avianca uses two passenger terminals in Bogota, one at Eldorado
International Airport and one at Terminal Puerto Aereo.
Avianca's international operations consist of both nonstop and
through service between Bogota, Medellin and Cali in Colombia
and destinations in Europe, South America, Central America and
the Caribbean, including Madrid, Aruba, Curacao, Mexico City,
Guayaquil, Quito, Buenos Aires, Santiago (Chile), Sao Paolo, and
Rio de Janeiro.  Avianca's principal routes to destinations
outside the United States include service between Bogota and
Caracas, Madrid and Buenos Aires.

                    The Road to Chapter 11

By December 1999, Avianca, as well as virtually all other
domestic and international commercial airlines, was confronting
serious financial and operational difficulties.  Essentially,
Avianca found that its revenues were not sufficient to support
its cost structure and that it needed to restructure its
outstanding financial obligations and to address various
operational issues in order to continue operations.  As a
result, Avianca initiated a number of measures designed to cut
costs and to enhance revenues.

In the fall of 2000, Avianca remained in need of further
financial restructuring.  In or about September 2000, Avianca,
with the assistance of its legal and financial advisors, reached
interim accommodation agreements with its principal aircraft
lessors and lenders.

In the first part of 2001, Avianca entered into formal
restructurings of its relationships with its principal lessors
and lenders, with the important exception of the holders of
notes issued by The Bank of New York, as trustee, under a Master
Trust Agreement, dated December 23, 1997, between BONY and
Avianca, which are secured by all of Avianca's U.S. receivables
arising out of payments made in U.S. dollars on credit cards and
through a clearinghouse (Airlines Reporting Corporation) on
account of tickets for travel to and from the United States,
which are paid directly to BONY under the terms of the Master
Trust Agreement.

On December 19, 2001, in an effort to address its operational
difficulties, shareholders of Avianca entered into an
"integration" with shareholders of Aerolineas Centrales de
Colombia, SA. (known as Aces), another Colombian commercial

The Integration was effected in part by the transfer of
approximately 98% of the outstanding shares of capital stock of
Avianca and an equal percentage of the outstanding shares of
capital stock of Aces to two business trusts, in exchange for
interests in the trusts, and in part by a series of operational
agreements, such as a code share agreement and a wet lease
agreement by and among Aces, Avianca and Sociedad Aeronautica de
Medellin Consolidada S.A., a Colombian domestic airline and a
subsidiary of Avianca.

As a result of the alliance among Avianca, SAM and Aces, known
as "Alianza Summa," the three airlines have integrated various
administrative and management functions for the purpose of
achieving synergies and reductions in costs to Avianca, SAM and
Aces.  Over the period from 2000 to 2002, Avianca's majority
shareholder, Valores Bavaria S.A., made additional capital
contributions and other equity investments in Avianca
aggregating over $259,268,000, of which approximately
$140,000,000 was used by Avianca to make a loan to Valores
Bavaria S.A. in exchange for an instrument which has been placed
in trust for the satisfaction of Avianca's and SAM's pension
obligations to their respective non-flight crew
employees and former employees.

The terrorist attacks on the United States, which took place on
September 11, 2001, devastated the airline industry, and Avianca
was no exception.  Avianca's revenues have suffered since that
day, and it has found itself unable to meet its financial
obligations, even as restructured over the past several years.
This situation has been aggravated by the Venezuelan
instability, exchange controls imposed by the Venezuelan
Government, increase in jet fuel prices due to the war with
Iraq, and deeper market reductions in first quarter 2003 as a
consequence of the war fears among other factors.

With respect to Avianca's obligations to the Noteholders
pursuant to the Master Trust Agreement, under which Avianca was,
in the fall of 2000, in default by reason of the violation of
a financial covenant, Avianca was able to obtain only  
intermittent temporary waivers of the default.  The Noteholders
have from time to time exercised their right, on account of the
default that has existed since 2000, to direct BONY to withhold
from Avianca all payments made on Avianca's U.S. Receivables
paid or to be paid, notwithstanding the fact that Avianca has
never missed a payment on the Notes, the payment on the Notes
scheduled for March 21, 2003, has been prepaid, Avianca has
overall prepaid the Notes by approximately $17,000,000 (leaving
a balance remaining of approximately $20,500,000 out of an
original principal amount of $75,000,000), and Avianca's U.S.
Receivables are projected to remain, for each quarter through
the maturity of the Notes, at a level at least three times the
amount of the quarterly payment that next comes due on the

Avianca has now determined that it is in its and its creditors'
best interests to undertake a reorganization under the
provisions of chapter 11 of the Bankruptcy Code.

               Why Not Reorganize in Colombia?

Avianca has assets located in the United States and has an
office on Fifth Avenue in New York City.  The Noteholders, BONY
and Avianca's principal lessors are located in, or are subject
to the jurisdiction of, the United States.  Most of Avianca's
lease agreements and the Master Trust Agreement and the other
documents related thereto are governed by the laws of the State
of New York (except that the nature and extent of Avianca's and
BONY's interest in the U.S. Receivables are governed by the laws
of the Republic of Colombia) and were negotiated and are in many
cases performed in the United States.   The provisions of
several of Avianca's leases and contracts, including the Master
Trust Agreement, require that Avianca submit to the jurisdiction
of the state and federal courts located in New York.

While Avianca is likewise eligible to be a debtor under
Colombian Law 550 (a law in many ways similar to chapter 11 of
the Bankruptcy Code), it is not certain, Chief Financial Officer
Gerardo Grajales explains, whether a filing under that law would
adequately protect Avianca from legal action in the United
States against it by its U.S. lessors and creditors.  It is
likewise not certain whether an ancillary proceeding under the
Bankruptcy Code, in conjunction with a proceeding under Law 550,
would necessarily provide the protection of chapter 11 which is
needed for Avianca to have a reasonable likelihood of achieving
an effective reorganization, owing to procedural and substantive
differences between chapter 11 and Law 550.

Avianca believes that it is able to manage its Colombian
creditors (i.e., creditors who may not be subject to the
jurisdiction of a U.S. bankruptcy court) in a manner consistent
with its obligations under the Bankruptcy Code. If Avianca
should at a later date require protection from its Colombian
creditors, Law 550 will remain available to Avianca.

AEROVIAS NACIONALES: Case Summary & Largest Unsecured Creditors
Lead Debtor: Aerovias Nacionales de Colombia S.A. Avianca
             720 Fifth Avenue
             5th floor
             New York, NY 10019-4107
             aka Avianca

Bankruptcy Case No.: 03-11678

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Avianca, Inc.                              03-11679

Type of Business: The Debtor, the oldest airline in the Western
                  Hemisphere, operates a domestic (Colombia)
                  and international airline passenger business,
                  but it also carries mail and freight cargo on
                  its domestic and international routes.

Chapter 11 Petition Date: March 21, 2003

Court: Southern District of New York (Manhattan)

Judge: Allan L. Gropper

Debtors' Counsel: Ronald E. Barab, Esq.
                  SMITH, GAMBRELL & RUSSELL, LLP
                  1230 Peachtree Street, NE, Suite 3100
                  Atlanta, Georgia 30326
                  Tel: (404) 815-3500

                      - and -

                  Howard D. Ressler, Esq.
                  Michael J. Venditto, Esq.
                  ANDERSON, KILL & OLICK, P.C.
                  1251 Avenue of the Americas
                  New York, New York 10020
                  Tel: (212) 278-1000

Estimated Assets: More than $100 Million

Estimated Debts: More than $100 Million

A. Aerovias Nacionales' 20 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Caja de Auxilios y          Pension Debt           $73,856,000
Prestaciones de Acdac
Carrera 10A No. 90 - 35
Bogota, Colombia
Attn: Monica Guererro
Telephone: 5716180287
Fax: 5712188098

G.E. Capital Aviation       Promissory Note        $23,111,000
Fleming Way Crawley West,
Sussex RH1
Shanon, England
Attn: Allison O'Sullivan
Telephone: 3536170650
Fax: 35361707768

Bank of New York            Loan                   $20,727,000
101 Barclay Street                                [Of which,
New York, NY 10286                                approximately
Attn: Nicole Caprio                               $1,200,000 is
Telephone: 2128156278                             secured]
Fax: 2128156278

Instituto de Seguro Social  Pension Debt           $20,205,000
Avenida 15 No. 100 - 43
Bogota, Colombia
Attn: Walter Osorio Salazar
Telephone: 5715223300
Fax: 5715223300

Debis AirFinance B.V.       Promissory Note        $12,275,000
Avert Van de Beekstraat
221118 CL
Attn: Martin Wills
Telephone: 203161431
Fax: 310206559190

Banco de Bogota             Loan                   $10,736,000
Calle 35 No. 7 - 47 Piso 3
Bogota, Colombia
Attn: Alberto Perez
Telephone: 5713320032
Fax: 5713380933

Valores Bavaria S.A.        Loan                   $10,078,000
Carrera 14 No. 93-68
Bogota, Colombia
Attn: Julieta Murcia
Telephone: 5716172000
Fax: 5716172043

Direccion Nacional de       Taxes and Withholdings  $9,798,000
Carrera 8 6-64 Edificio
San Agustin
Bogota, Colombia
Attn: Luz Myriam Garcia
Telephone: 5712458100
Fax: 5753448296

Ansett World Wide Aviation  Promissory Note         $7,601,000
Tower 1 TNT Plaza Lawson
Square Red
Attn: Mary Kaiwalker
Telephone: 6129319840
Fax: 61282516211

Israel Aircraft Industries  Maintenance             $6,199,000
Ben Gurion Int'l Airport
70100 Israel
Attn: Arie Benn
Telephone: 9723938
Fax: 3054666008

Debis Finance Ireland PLC   Promissory Note         $5,349,000
Avert Van de Beekstraat 22
1118 CL Amsterdam
Attn: Benno de Paa
Telephone: 312-06559100
Fax: 310206559190

Dresdner Kleinwort          Promissory Note         $5,123,000
Wasserstein Limited
PO Box 18075
River Bank House,
2 Swan Lane
London, England EC4R 3UX
Attn: Amanda Callaghan
Telephone: 2074757943
Fax: 2074756595

Pratt & Whitney Columbus    Maintenance             $3,491,000
500 Knotter Drive M/S 303-21
Cheshire, CT 06410
Attn: Rafael Latorre
Telephone: 5712956365 BOG
Fax: 5714139815

Alfa Romeo Avio - Fiat      Maintenance            $3,101,000
Viale Impero 80038
D'Arco, Italy
Attn: Emilio Serejo
Telephone: 39813163
Fax: 9544311612

Exxon Mobil de Colombia     Fuel Provider          $2,709,000
Calle 90 NO.21-32 / 58
Bogota, Colombia
Attn: Aurora Pelaez
Telephone: 5716283431
Fax: 5716283350

Iberia, Lineas Aereas de    Maintenance            $1,915,000
Nueva Zona Industrial (La
Madrid, Spain
Telephone: 349158758
Fax: 34915874877

Tesoro Nacional Aerocivil   Government Services    $1,616,000
Aeropuerto Eldorado Piso 5.
Bogota, Colombia
Attn: Mauricio Macaya
Telephone: 5714138009
Fax: 5714139415

P.C.A. S.A                  Service Provider       $1,507,000
Tranversal 93 No. 60-02
Bogota, Colombia
Attn: Jorge Montoya
Telephone: 5714147700
Fax: 5714139789

Aseguradora Colseguros S.A. Insurance Provider     $8,138,000
Carrera 13 a No. 29-27
Piso 17
Bogota, Colombia
Attn: Myriam Mora
Telephone: 5715600656
Fax: 5715612724

Jeppesen Sanderson, Inc.    Service Provider       $1,136,000
55 Inverness Drive East
Englewood, Colorado 80112
Jeppesen Sanderson, Inc.
Attn: Gary B. Rose
Telephone: 303-799-9090
Fax: 3033284115

B. Avianca Inc.'s 20 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Michelin Aircraft Tire Co.  Aircraft Spare Parts      $774,496
1305 Perimeter Rd
Greenville, SC 29605
Attn: Nelson Leroy
Telephone: 864 422 7026
Fax: 864 422 7066

Fokker Services B.V         Aircraft Spare Parts      $529,167
Lucas Bolstraat 7
2152 Cz Nieuw Vennep
The Netherlands
Attn: Johan Van Dorst
Telephone: 31 0 164 618410
Fax: 31 0 164 618666

United Aerospace Corp.      Aircraft Spare Parts      $403,246
9800 Premier Parkway
Miramar, FL 33025
Attn: Mayra Quian
Telephone: 954 364 0085 x324
Fax: 954 364 0090

Hamilton Sundstrand         Aircraft Spare Parts      $304,826
One Hamilton Rd
Windsor Locks, CT 06096
Attn: Steven Grabscheid
Telephone: 860 654 6047
Fax: 860 654 6552

Boeing Commercial Airp.     Aircraft Spare Parts      $279,236
635 Park Avenue North
Renton, WA 98055
Attn: Amy Logue
Telephone: 425 237 4608
Fax: 425 237 3830

Curtiss Wright Accessory    Aircraft Spare Parts      $212,448

Aircraft Service Int'l      Ground Services           $211,673

Gate Gourmet                Services On Board         $206,356

Honeywell /Lockbox 905132   Aircraft Spare Parts      $174,789

LSG Sky Chefs               Services On Board         $156,302

Swissport USA, Inc          Subcontracted Personnel   $145,986

Med-Craft Inc.              Aircraft Spare Parts      $141,546

AAR Aircraft Component      Aircraft Spare Parts      $134,559

Technical Service Int'l     Aircraft Spare Parts      $117,056

Mitchell Aircraft Exp, LLC  Aircraft Spare Parts       $88,650

ASI  Aircraft               Spare Parts                $72,725

Soundair, Inc.              Aircraft Spare Parts       $65,204

Brite Air Parts, Inc.       Aircraft Spare Parts       $64,655

Goodrich Aerospace          Aircraft Spare Parts       $63,581

Lanchile                    Ground Services            $62,683

AES CORP: Nominates Philip A. Odeen to Board of Directors
The AES Corporation (NYSE:AES) announced that Philip A. Odeen is
being nominated for election to the Board of Directors.

If approved by shareholders at the May 1, 2003 Annual
Shareholders Meeting, the addition of Mr. Odeen will expand the
Board to 10 members.

Mr. Odeen, 67, would join the AES board as an independent
member. He retired as Chairman of TRW Inc., in December 2002.
Prior to joining TRW in 1997, Mr. Odeen was President and Chief
Executive Officer of BDM International Inc., which TRW acquired
in 1997.

From 1978 to 1992, Mr. Odeen was a Senior Consulting Partner
with Coopers and Lybrand and served as Vice Chairman, management
consulting services, from 1991 to 1992. From 1972 to 1978, he
was Vice President of the Wilson Sporting Goods Company. Mr.
Odeen has served in senior positions with the Office of the
Secretary of Defense and the National Security Council staff. He
currently serves on a number of corporate boards.

Roger Sant, Chairman of the Board of AES, commented, "Phil's
broad experience in business, consulting, and government further
advances our initiative to bring to our Board of Directors
members who can guide and assist management in dealing with the
new set of challenges in today's energy industry."

Mr. Odeen said, "I look forward to joining the board of AES and
participating in resolving the challenges that AES - like all
energy companies - faces today. I am impressed with the quality
and depth of the board, and look forward to working with Roger,
Dick Darman and the other members." Mr. Darman is expected to be
elected chairman on May 1, when Mr. Sant will step down as
chairman and is expected to be named chairman emeritus.

"Safe Harbor" Statement under the Private Securities Litigation
Reform Act of 1995: This news release may contain "forward-
looking statements" regarding The AES Corporation's business.
These statements are not historical facts, but statements that
involve risks and uncertainties. Actual results could differ
materially from those projected in these forward-looking
statements. For a discussion of such risks and uncertainties,
see "Risk Factors" in the Company's Annual Report or Form 10-K
for the most recently ended fiscal year.

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

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

For more general information visit the Company's Web site at

AES Corporation's 10.250% bonds due 2006 (AES06USR1) are trading
at about 65 cents-on-the-dollar, DebtTraders reports. See
real-time bond pricing.

AIR CANADA: Intends to Reduce Workforce by 3,600
Air Canada is accelerating its transformation into a more
efficient, lower cost airline by eliminating 3,600 jobs.

The airline will reduce its non-unionized workforce by
approximately twenty per cent across all ranks including senior
and executive management to be completed by the end of 2003 and
will also reduce its unionized workforce by approximately ten
per cent.

"The outbreak of war confirms our pressing need to achieve our
target of $650 million in labour cost savings in addition to the
job reductions. I regret the impact of this decision on the many
loyal employees affected but we need to accelerate our
transformation into a leaner, lower cost carrier," said Robert
Milton, President and Chief Executive Officer. "As our record
indicates we have been consistently ahead of the pack in
adjusting to changing circumstances and we will take decisive
action as required in the days ahead to deal with any increased
volatility in the market."

Air Canada has been progressively adjusting capacity over the
past several weeks in view of reduced demand due principally to
the threat of war in Iraq. Capacity for the balance of March has
been reduced by eight per cent and by 15 per cent for each of
April and May as compared to last year with further capacity
adjustments to be instituted as developments warrant. The
capacity reductions are equivalent to the removal of 18 aircraft
from service in March and 35 aircraft in April and May.

As a result of the war in Iraq and the existence of a "force
majeure" situation, Air Canada will assess evolving geopolitical
events and their impact on traffic demand as a basis for further
capacity adjustments. Forward bookings for the second quarter
have been adversely impacted.

Discussions on the implementation of the reduction of unionized
personnel will be undertaken with the unions in the coming days.

Air Canada will continue monitoring the situation closely and
will communicate significant developments relating to operations
and corporate initiatives during the conflict as necessary.

DebtTraders says that Air Canada's 10.250% bonds due 2011
(AC11CAR1) are trading at about 35 cents-on-the-dollar. See  
real-time bond pricing.

AIR CANADA: CAW Wants to Negotiate Solution to Proposed Layoffs
The CAW and Air Canada have agreed to meet today in Montreal to
discuss company plans to temporarily downsize 500-600 CAW
members at the airline due to the war in Iraq.

The CAW has a no layoff clause in its collective agreement with
the company that had been previously challenged by Air Canada
after September 11, 2001.

The Canada Industrial Relations Board had previously ruled that
the CAW no layoff clause had to be honoured by Air Canada.

"We understand how difficult these times are for Air Canada and
the airline industry, but these times are equally difficult for
our members," said Gary Fane, CAW director of transportation.
"The attempt to layoff up to 600 of our members is not a
surprise, but we expect Air Canada to negotiate a solution on
the 24th of March and not to layoff one of our members," Fane
said. The CAW represents 9,500 workers at Air Canada and at Air
Canada Jazz.

AMERICAN AIRLINES: Reduces International Service for April by 6%
American Airlines has reduced its international flying for April
by 6 percent as its initial response to the conflict in the
Middle East.  Selected flights to Europe and Latin America will
be canceled but no city will lose service altogether. Passengers
will be accommodated on other American Airlines flights.

American will not immediately cut any domestic flights.  
Domestic capacity for April was already planned to be down 7
percent from April 2002.

"It is clear that people are becoming more tentative about
booking international travel at this point in time," said Henry
Joyner, American's senior vice president-Planning.  "We have
targeted some additional international flight reductions to
complement our original plan which already called for reduced
capacity across the system in April.  We believe this approach
is the prudent first step as we await further developments.
Additional schedule adjustments will obviously depend on how
customer demand reacts to this event."

The 6 percent reduction includes previous announcements that
American is delaying launch of its new Los Angeles to Tokyo
flight for two months and postponing an additional weekly flight
on its Dallas/Fort Worth to Tokyo route.

American will also reduce selected frequencies on routes from
Boston, Chicago and St. Louis to London; Dallas/Fort Worth to
Paris; and Miami to Belize, Guatemala City and Panama City.  
Because of multiple flights in these markets, most of the routes
will maintain daily nonstop service.

American does not know what -- if any -- employment impact these
flight reductions may create.

American's Comfort Policy allows customers to purchase domestic
or international tickets with a greater degree of flexibility
during this time of uncertainty.  Full details are available on or by calling American's Reservations offices at 1-800-

American Airlines is the world's largest carrier.  American, in
concert with American Eagle and the AmericanConnection regional
carriers, makes up the American Airlines network.  Together,
they serve more than 250 cities in 41 countries and territories
with approximately 4,400 daily flights.  The combined network
fleet numbers more than 1,100 aircraft.  Only American provides
More Room Throughout Coach for More Coach Passengers.  American
Airlines is a founding member of the oneworld alliance.

American Airlines Inc.'s 11.110% bonds due 2005 (AMR05USR30) are
trading at about 20 cents-on-the-dollar, says DebtTraders. See
for real-time bond pricing.

AMERICAN GREETINGS: Will Publish 4th Quarter Results on April 3
American Greetings Corporation (NYSE:AM) will release its fourth
quarter earnings at 8:30 a.m. on Thursday, April 3, 2003 and
broadcast its subsequent conference call live on the Internet at
10:30 a.m. Eastern Time on the same day.

This call is being Web cast by CCBN and can be accessed through
the Investor Relations section of the American Greetings
corporate Web site at  
A replay of the call will also be available on the site.

American Greetings Corporation (NYSE:AM) is the world's largest
publicly held creator, manufacturer and distributor of greeting
cards and social expressions products. Its staff of artists,
designers and writers comprises one of the largest creative
departments in the world and helps consumers "say it best" by
supplying more than 15,000 greeting card designs to retail
outlets in nearly every English-speaking country. Located in
Cleveland, Ohio, American Greetings generates annual net sales
of approximately $2 billion. For more information on the
Corporation, visit http://corporate.americangreetings.comon the  
World Wide Web.

                           *     *     *

As previously reported, Standard & Poor's affirmed its triple-
'B'-minus corporate credit and senior secured debt ratings and
its double-'B'-plus subordinated debt rating for American
Greetings Corp., and removed the ratings from CreditWatch where
they were placed January 23, 2002.  The outlook, S&P said, is

AMERIKING INC: Bringing-In Deloitte & Touche as Tax Consultants
AmeriKing, Inc., and its debtor-affiliates ask for authority
from the U.S. Bankruptcy Court for the District of Delaware to
retain and employ Deloitte & Touche LLP as their Independent
Auditors and Accountants, Tax Advisors and Consultants, nunc pro
tunc to December 4, 2002.

The Debtors believe that Deloitte & Touche is well qualified and
able to perform auditing, tax and consulting services for the
Debtors in a cost-effective, efficient and timely manner.

The general nature and extent of services that Deloitte will
perform for the Debtors may include:

     i) auditing and reporting on the financial statements of
        the Debtors for the year ending December 30, 2002, and

    ii) reviewing the Debtors' condensed quarterly financial
        statements for the quarters ended April 1, 2002, July 1,
        2002, September 30 2002, and thereafter, filed or to be
        filed with the United States Securities and Exchange

   iii) preparation of federal and state income tax returns for
        the Debtors;

    iv) assisting in preparation of sales and use tax returns
        between April 1, 2002 and March 31, 2003;

     v) providing business license service assistance to the

    vi) providing consultation regarding possible tax
        implications of the reorganization plan and any
        alternative plans, including assisting the Debtors in
        evaluating the potential impact on the Debtors;

   vii) testifying as a fact witness, to the extent necessary
        and mutually agreed to by the Debtors and Deloitte, in
        the bankruptcy court proceedings with respect to any
        findings resulting from the services provided in (vi);

  viii) providing such other or related accounting, tax and
        consulting services (excluding financial advisory
        reorganization services being provided by Development
        Specialists, Inc.) as requested by the Debtors and
        agreed to by Deloitte.

For its services, Deloitte & Touche will charge a base fee of:

  a) $160,000 for the services described in (i) and (ii) for the
     year-ending December 30, 2002;

  b) $72,200 for the services described in paragraph (iii) for
     the year ending December 30, 2002;

  c) $3,000 per month for the services described paragraph (iv);

  d) $3,000 per month for the services described in paragraph

For other services (i.e., work other than mention services) and
as requested, Deloitte & Touche will charge fees based on its
regular hourly rates:

       Principal/Partner           $330 to $650 per hour
     Senior                        $270 to $400 per hour
     Staff                         $180 to $240 per hour
     Paraprofessional              $ 75 to $125 per hour

AmeriKing, Inc, operates approximately 329 franchised
restaurants through its subsidiaries.  The Company filed for
chapter 11 protection on December 4, 2002 (Bankr. Del. Case No.
02-13515).  Christopher A. Ward, Esq., and Neil B. Glassman,
Esq., at The Bayard Firm represent the Debtors in their
restructuring efforts.  When the Company filed protection from
its creditors, it listed $223,399,000 in assets and $291,795,000
in debts.

AMERIPOL SYNPOL: Court Extends Lease Decision Time Until June 30
The U.S. Bankruptcy Court for the District of Delaware gave its
stamp of approval to Ameripol Synpol Corporation's request to
extend its lease decision period.  The Debtor now has until June
30, 2003, to determine whether to assume, assume and assign, or
reject its unexpired nonresidential real property leases.

American Synpol Corporation, one of the nation's largest
manufacturers of emulsion styrene butadiene rubber, a synthetic
rubber used primarily in the production of new and replacement
tires, filed for chapter 11 protection on December 16, 2002
(Bankr. Del. Case No. 02-13682).  Jeremy W. Ryan, Esq., and
Maria Aprile Sawczuk, Esq. at Young, Conaway, Stargatt & Taylor
represent the Debtor in its restructuring efforts.  When the
company filed for protection from its creditors, it listed
assets of more than $100 million and debts of over $50 million.

AMRESCO: Fitch Takes Rating Actions on Various Securitizations
Fitch Ratings has taken rating actions on the following AMRESCO

                    Series 1997-1 Group 1

          -- Class A-7 - A-8 affirmed at 'AAA';
          -- Class M-1F affirmed at 'AA';
          -- Class M-2F affirmed at 'A';
          -- Class B-1F affirmed at 'BBB'.

                    Series 1997-1 Group 2

          -- Class M-1A upgraded to 'AA+' from 'AA';
          -- Class M-2A affirmed at 'A';
          -- Class B-1A affirmed at 'BBB'.

                    Series 1997-2 Group 1

          -- Class A-7 - A-8 affirmed at 'AAA';
          -- Class M-1F affirmed at 'AA+';
          -- Class M-2F affirmed at 'A+';
          -- Class B-1F affirmed at 'BBB+'.

                    Series 1997-2 Group 2

          -- Class A-9 affirmed at 'AAA';
          -- Class M-1A affirmed at 'AA';
          -- Class M-2A affirmed at 'A';
          -- Class B-1A, rated 'BBB',
             placed on Rating Watch Negative.

                    Series 1997-3 Group 1

          -- Class A-7 - A-9 affirmed at 'AAA';
          -- Class M-1F affirmed at 'AA';
          -- Class M-2F affirmed at 'A';
          -- Class B-1F affirmed at 'BB';
          -- Class B-2F affirmed at 'CCC'.

                    Series 1997-3 Group 2

          -- Class A-10 affirmed at 'AAA';
          -- Class M-1A affirmed at 'AA';
          -- Class M-2A affirmed at 'A';
          -- Class B-1A affirmed at 'BBB-'.

                    Series 1998-1 Group 1

          -- Class A-3 - A-6 affirmed at 'AAA';
          -- Class M-1F affirmed at 'AA';
          -- Class M-2F affirmed at 'A'.

                    Series 1998-1 Group 2

          -- Class M-1A affirmed at 'AA';
          -- Class M-2A affirmed at 'A';
          -- Class B-1A affirmed at 'BBB-'.

                    Series 1998-2 Group 1

          -- Class A-4 - A-6 affirmed at 'AAA';
          -- Class M-1F affirmed at 'AA';
          -- Class M-2F affirmed at 'A';
          -- Class B-1F affirmed at 'BBB'
             and removed from Rating Watch Negative.

                    Series 1998-2 Group 2

          -- Class M-1A affirmed at 'AA';
          -- Class M-2A affirmed at 'A';
          -- Class B-1A affirmed at 'BBB-'
             and removed from Rating Watch Negative.

                    Series 1998-3 Group 1

          -- Class A-4 - A-6 affirmed at 'AAA';
          -- Class B-1F affirmed at 'BBB'.

                    Series 1998-3 Group 2

          -- Class A-7 - A-8 affirmed at 'AAA';
          -- Class M-1A affirmed at 'AA';
          -- Class M-2A affirmed at 'A';
          -- Class B-1A affirmed at 'BBB'.

                      Series 1999-1

          -- Class A affirmed at 'AAA';
          -- Class M-1 affirmed at 'AA';
          -- Class M-2 affirmed at 'A';
          -- Class B affirmed at 'BBB'.

AMRESCO filed for Chapter 11 bankruptcy protection in July 2001.

BALLY TOTAL FITNESS: Names Three New Board Members
Bally Total Fitness Holding Corporation (NYSE: BFT) announced
that Mr. Paul Toback, Mr. Stephen C. Swid and Mr. Martin
Franklin have joined its Board of Directors.

Paul Toback joined Bally Total Fitness in 1997 and was named the
Company's President and Chief Executive Officer in 2002. Prior
to this appointment, Mr. Toback served as the Company's
Executive Vice President and Chief Operating Officer, where he
was responsible for managing the day-to-day operations of the
Company's nearly 420 fitness centers. Before joining Bally, he
was Chief Operating Officer of Globetrotters Engineering
Corporation, a worldwide engineering, management and development

Mr. Toback also served as Executive Assistant to the Chief of
Staff in the Clinton White House, where he was a Senior Advisor
to the President's Chief of Staff and managed the day-to-day
operations of the White House. His White House responsibilities
included helping lead the planning and execution of the 1994
Summit of the Americas and the successful NAFTA campaign. Mr.
Toback has also served as Director of Administration for the
City of Chicago under Mayor Richard M. Daley and as an attorney
with the Chicago law firm of Katten Muchin & Zavis.

Stephen C. Swid is the Chairman and Chief Executive Officer of
SCS Communications which owns a majority interest in SESAC,
Inc., one of the three performing rights societies in the USA.

From February 1990 to January 1995, Mr. Swid was Chairman and
Chief Executive Officer of Westview Press, a scholarly book
publisher based in Boulder, Colorado and from 1989 until 1997
the Chairman and Chief Executive Office of SPIN, a music and
youth culture magazine.

From November 1986 to May 1989, Mr. Swid was Chairman and Chief
Executive Officer of SBK Entertainment World, Inc., a leading
music publisher and worldwide entertainment services company.
For twelve years until January 1986, he was Founder and Co-
Chairman and Co-Chief Executive Officer of Knoll International
Holdings, Inc., one of the nation's largest privately held
corporations with annual revenues approximately $2 billion. He
was also Co-Chairman and Co-Chief Executive Officer of Knoll
International, a public company.

Martin Franklin is presently the Chairman and Chief Executive
Officer of Jarden Corporation, a leading provider of niche
consumer products used in the home. Mr. Franklin also serves as
the Non Executive Chairman of Find/SVP, Inc., a knowledge
services company. In addition to his public company activities,
Mr. Franklin has been the Chairman and Chief Executive Officer
of Marlin Holdings, Inc., the general partner of Marlin Capital
L.P., a private investment partnership, since October 1996, and
of various other companies within the Marlin Group. Marlin
Capital was also the lead outside investor in Crunch Fitness
International, Inc., a company that Bally Total Fitness acquired
in 2001. Mr. Franklin served on several Boards of Directors,
including OptiCare and Corporate Express, Inc. He is also a
managing member of M Capital LLC and related private investment
companies. From 1992 to 1996, Mr. Franklin served as Chairman
and Chief Executive Officer of Benson Eyecare Corporation. From
1997 to 2000, he served as the Executive Chairman of Bolle, Inc.
Mr. Franklin is an active member of a number of charitable
organizations, as well as a trustee of the Jewish Theological
Seminary of America.

"The recent additions of Stephen C. Swid and Martin Franklin to
our Board of Directors bring an exciting new set of perspectives
that, we believe, will help us build on Bally's success and
further solidify our position as the industry leader," said Paul
Toback. "In addition to being large shareholders in Bally Total
Fitness, Stephen and Martin have both run successful companies
and have a long history of maximizing shareholder value for the
companies in which they serve."

"I am honored to join the Bally Board of Directors," commented
Stephen C. Swid. "I look forward to working closely with
management to fully realize the Company's true potential and
maximize shareholder value."

"It is with a deep sense of both regret and understanding that
we announce the decisions of George Aronoff and Liza Walsh to
step down from our Board," commented Mr. Toback. "George and
Liza are tremendous professionals who have dedicated many years
to our Company. While we are disappointed, we fully support
their decision to focus on other areas of their lives, and thank
them for their vision, leadership, and far-reaching
contributions that helped make Bally Total Fitness North
America's premier health and fitness company."

"My years on the Bally Board of Directors have been rewarding,"
said Liza Walsh. "I'm particularly grateful to the late Chairman
Arthur Goldberg for his confidence and trust in my abilities to
serve on the Board. Bally's potential is just beginning to be
realized and I truly believe that the Company's best years lie
ahead," Ms. Walsh added.

Bally Total Fitness has entered into agreements with Mr. Martin
Franklin and Mr. Scott Swid, managing member of SLS Management,
LLC., relating to the voting of their shares and the services of
Mr. Franklin and Mr. Stephen Swid on the Bally Board of
Directors. Copies of the agreements will be available in the
Company's 8-K.

Bally Total Fitness is the largest and only nationwide,
commercial operator of fitness centers, with approximately four
million members and nearly 420 facilities located in 29 states,
Canada, Asia and the Caribbean under the Bally Total Fitness(R),
Crunch Fitness(SM), Gorilla Sports(SM), Pinnacle Fitness(R),
Bally Sports Clubs(R) and Sports Clubs of Canada(R) brands. With
more than 150 million annual visits to its clubs, Bally offers a
unique platform for distribution of a wide range of products and
services targeted to active, fitness-conscious adult consumers.

As reported in Troubled Company Reporter's October 24, 2002,
edition, Fitch Ratings affirmed its senior secured bank credit
facility rating on Bally Total Fitness Holdings Corp., of 'BB-'.
The rating on the senior subordinated notes has been downgraded
one notch to 'B' from 'B+' reflecting Fitch's current notching
guidelines which require a two notch differential between senior
secured debt and subordinated debt.  Of BFT's total balance
sheet debt of $716 million, approximately $300 million is
affected by the downgrade.  The Rating Outlook was changed to
Negative from Stable.

The change in Rating Outlook to Negative from Stable reflects a
more challenging retail and economic environment. BFT's
operating margins have been impacted by slower new member sign-
ups as well as a higher proportion of new clubs which take time
to achieve profitability. Somewhat offsetting these risks is the
company's efforts to improve operating margins via the sale of
ancillary products as well as the steady stream of income from
its mature, dues paying clientele. The Rating Outlook also
considers the company's leveraged balance sheet and the
challenge of attracting new members in the current weak economy.

Bally Total Fitness' 9.875% bonds due 2007 (BFT07USR1) are
trading at about 80 cents-on-the-dollar, says DebtTraders. See  
real-time bond pricing.

BLUEWATER FIBER: Liquidator KPMG Appoints Icoworks as Auctioneer
Paragon Polaris Inc., DBA Icoworks, Inc.,
(OTCBB:ICOW) and (ICOW.BE: BERLIN) announced that Icoworks,
Inc.'s subsidiary, Icoworks Eastern Limited, has been appointed
auctioneer and liquidator by KPMG, the receivers and managers of
Bluewater Fiber Incorporated and RKM Wood Products Limited in
Tiverton, Ontario.

Under the agreement, Icoworks will immediately auction the
assets of Bluewater Fiber and the surplus machinery and
equipment from RKM Wood Products. Icoworks will oversee the day-
to-day operations of the RKM Wood Products' mill until their log
inventory is depleted, and will sell or liquidate the value-
added finished product to existing or new clients. Icoworks will
conduct another auction to liquidate the remaining assets.

The first auction will be held on May 13, 2003 at 9:00 a.m.
Eastern Time. Assets featured at the sale will include: log
skidders and logging trucks, fork lifts, grapple loaders,
vehicles, planers, door presses, digester, various conveyors,
boiler system, sheet forming line, overhead crane systems,
warehouse manufacturing equipment, and numerous saws. To preview
these and other assets to be auctioned, please visit
http://www.icoworks.comfor a catalogue and location and time  

"Icoworks' team is a group of multi-talented individuals that
will apply their past management experience to this project to
ensure that all contracts are fulfilled, and all remaining wood
is milled and sold. This is an example of how Icoworks
creatively works with receivers to maximize the returns for the
creditors," stated Mr. Graham Douglas, President of Icoworks,

As part of Icoworks' continued strategy to maximize auction item
values and increase exposure, interested bidders will be able to
bid in person or online through Icoworks' live Internet auction
partner, BidSpotter, Inc. BidSpotter has been involved in the
setup, implementation, administration and reconciliation of
consumer, industrial and real estate auctions around the world.
To date, has provided webcast services to over
100 auction houses, has completed more than 400 successful live
Internet auction webcasts and represents thousands of bidders
from 87 different countries and every state in the USA.

RKM Wood Products manufactures hardwood flooring, grade lumber,
cut to size rotary veneer, furniture grade lumber and pallet
stock utilizing Southern Ontario hardwoods. Bluewater Fiber is
the only Canadian producer of moulded wood fibre doorskins.

Paragon Polaris Inc., DBA Icoworks, Inc., has
acquired a 56% interest in Icoworks, Inc. -- an integrated Commercial/Industrial  
Auction company. In November of 2002 Paragon announced its
intent to merge with Icoworks, Inc. Paragon will acquire the
remaining 44% interest in Icoworks, Inc. by issuing two shares
of its common stock for each remaining share of Icoworks. The
Icoworks merger remains subject to approval by the Paragon
shareholders and Icoworks shareholders. The shareholder meeting
will be held once requisite regulatory documents have been
prepared and filed.

Icoworks, through its subsidiaries, offers a complete array of
industrial, oilfield and commercial appraisal, liquidation and
auction services. Every Icoworks auction or liquidation benefits
from many years of experience in the industry, and a
corresponding network of almost 200,000 proven purchasers. As a
private firm, they have a 25-year history of profitability,
qualified experienced management, very good industry contacts
and a high-quality reputation for finding qualified buyers for
their sellers.

BOUNDLESS CORP: Wants Court Nod to Hire Ruskin Moscou as Counsel
Boundless Corporation and its debtor-affiliates ask for
authority from the U.S. Bankruptcy Court for the Eastern
District of New York to bring-in the firm of Ruskin Moscou
Faltischek, PC as their Counsel.  

The Debtors tell the Court that Ruskin Moscou's attorneys are
familiar with the factual and legal issues that will be
addressed in these cases.  Ruskin Moscou is expected to:

     a. advise the Debtors of their powers and duties as

     b. provide assistance, advice and representation concerning
        the Debtors' affairs, debt financing, the sale of its
        assets, and the proposal, confirmation and consummation
        of any proposed plan and solicitation of any acceptances
        or rejections of such plan;

     c. provide assistance, advice and representation concerning
        any further investigation of the assets, liabilities and
        financial condition of the Debtors that may be required;

     d. represent the Debtors in connection with any avoidance
        actions which may be required;

     e. represent the Debtors at all hearings or matters
        pertaining to its affairs;

     f. counsel and represent the Debtors with respect to
        executory contracts and leases and other bankruptcy-
        related matters arising from this case; and

     g. perform such other legal services as may be necessary
        and appropriate for the efficient and economical
        administration of this case.

Ruskin Moscou will seek compensation based on its standard
hourly billing rates which range from:

     partners and counsel        $270 to $450 per hour
     associates                  $150 to $275 per hour
     law clerks and paralegals   $125 to $140 per hour

The majority of the work in the case will be performed by:

          Jeffrey A. Wurst       $390 per hour
          James D. Glass         $425 per hour
          Michael S. Amato       $200 per hour
          Matthew V. Spero       $165 per hour

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

BUDGET GROUP: Committee Signs-Up Linda Burch for Business Advice
The Official Committee of Unsecured Creditors, appointed in the
chapter 11 cases involving Budget Group Inc., and debtor-
affiliates, sought and obtained the Court's authority to retain
Linda Burch as its rental vehicle business advisor in connection
with these Chapter 11 cases pursuant to Sections 1103 and 327(e)
of the Bankruptcy Code.

William Bowden, Esq., at Ashby & Geddes, at Wilmington,
Delaware, informs the Court that the Committee is actively
working with the Debtors to reorganize the businesses after the
asset sale to Cherokee to preserve value and find solutions to
the financial difficulties currently faced by the Debtors with
respect to the Retained Business.  In connection therewith, the
Committee requires the advice and counsel of a rental vehicle
business advisor.

Mr. Bowden relates that the Committee has selected Linda Burch
due to her expertise in the rental car industry.  She has over
30 years of experience from various aspects of the vehicle
leasing business including truck rental, financing, licensing,
operations, vehicle acquisition, manufacturer negotiations and
business dispositions.  The Committee believes that Linda Burch
is well qualified to advise and counsel the Committee in these
Chapter 11 cases.

The Committee anticipates that Linda Burch will provide the
required rental vehicle business advice to the Committee,
including advising and counseling the Committee with respect to:

    A. evaluation of possible restructuring or strategic
       dispositions of the assets of the Retained Business;

    B. the details and subtleties unique to the rental vehicle
       industry; and

    C. rental vehicle business arrangements and related issues.

Linda Burch will be compensated at a rate of $250 per hour.  In
addition, Linda Burch will be reimbursed for all costs and
expenses incurred, including travel costs, hotel, meals, and, in
general, all identifiable expenses that would not have been
incurred except for services rendered to the Committee.

Mr. Bowden reports that on September 18, 2002, R2 Investments,
LP, the Committee Chair, retained Linda Burch to render rental
vehicle business advice in connection with the Debtors' business
operation known as Budget France.  Thereafter, R2 further
engaged Ms. Burch to provide additional similar services related
to the Debtors' business operations known as Budget Germany.  
For these services, R2 paid Ms. Burch $30,000 and has incurred
an additional $1,250 in unpaid fees and expenses.

While employed by R2, Mr. Bowden states that Ms. Burch was fully
available to the Committee and provided the Committee valuable
services utilizing the Committee's understanding of Budget's
operations in Europe and evaluating the Debtors' options for
sale or reorganization of the Retained Business.  Given that the
Committee has already benefited from her advice, the Committee
believes that Ms. Burch's services would continue to be
beneficial to the Committee in further evaluating restructuring
solutions for the Debtors' Retained Business.

Mr. Bowden assures the Court that Linda Burch does hold any
interest adverse to the Debtors with respect to the matters on
which she is to be employed and does not have any material
connections with the Debtors, their officers, affiliates,
creditors, or any other party-in-interest or their attorneys and
accountants or the United States Trustee.  Linda Burch will
conduct an ongoing review of her files to ensure that no
conflicts or other disqualifying circumstances exist or arise.
If any new relevant facts or relationships are discovered, Linda
Burch will supplement her affidavit in a disclosure to the
Court. (Budget Group Bankruptcy News, Issue No. 17; Bankruptcy
Creditors' Service, Inc., 609/392-0900)    

Budget Group Inc.'s 9.125% bonds due 2006 (BDGP06USR1) are
trading at about 22 cents-on-the-dollar, says DebtTraders. See
for real-time bond pricing.

CALTON: Net Losses & Thinning Capital Raise Going Concern Doubt
Calton, Inc., was incorporated in 1981 for the purpose of
acquiring all of the issued and outstanding capital stock of
Kaufman and Broad of New Jersey, Inc., a New Jersey corporation
and homebuilder, from Kaufman and Broad, Inc., a Maryland
corporation. After the acquisition, the name Kaufman and Broad
of New Jersey, Inc. was changed to Calton Homes, Inc. Calton
maintains its corporate offices at 2013 Indian River Boulevard,
Vero Beach, Florida 32960

Calton sold its principal operating subsidiary, Calton Homes, on
December 31, 1998. Since the completion of the sale, the
Company's principal business activities have been:

          o providing Internet business solutions and technology
            based consulting and staffing services through
  , Inc., a wholly owned subsidiary which
            commenced operations following its acquisition of
            the business and assets of iAW, Inc. in July 1999;

          o installation of customer loyalty and co-branded
            credit card programs for the retail automobile
            industry in the United States through PrivilegeONE
            Networks LLC, a limited liability company initially
            established as a 50.4% owned subsidiary, which
            became wholly-owned by the Company in fiscal 2001;
          o providing management and consulting services to
            entrepreneurial and development stage companies
            through its 51% owned subsidiary, Innovation Growth
            Partners LLC until the sale of the Company's
            interest in IGP in April 2002;

          o analyzing potential business combination

The Company has incurred net losses in recent periods, including
net losses from continuing operations of $3,423,000, $4,233,000
and $4,809,000 during the fiscal years ended November 30, 2002,
2001 and 2000, respectively. There can be no assurance that the
Company's operations will become profitable in the future. As a
result of the losses sustained, the Company's working capital
had declined to $2,193,000 at November 30, 2002, which is not
enough to fund the Company's operating plan during the fiscal
year ending November 30, 2003 without sufficient revenue
generation from the PrivilegeONE program. These conditions raise
substantial doubt as to the ability of the Company to continue
its normal business operations as a going concern.

CEDARA SOFTWARE: Falls Below Nasdaq Minimum Listing Requirements
Cedara Software Corp., (TSX:CDE/Nasdaq:CDSW) received a Nasdaq
Staff Determination on March 19, 2003 indicating that the
Company fails to comply with the minimum bid price and the
minimum stockholders' equity requirements for continued listing
set forth in Marketplace Rules 4310(C)(4) and 4310(C)(2)(B)
respectively, and that its securities are, therefore, subject to
delisting from The Nasdaq SmallCap Market. The Company intends
to request a hearing before a Nasdaq Listing Qualifications
Panel to review the Staff Determination and to discuss potential
actions to achieve compliance. There can be no assurance the
Panel will grant the Company's request for continued listing.

Cedara Software Corp., is a leading independent provider of
medical imaging software for many of the world's leading medical
devices and healthcare information technology systems companies.
Cedara has over 20,000 medical imaging installations worldwide.
Cedara's Imaging Application Platform software is embedded in
30% of magnetic resonance imaging devices in use today. Cedara's
Picture Archiving and Communications System technology has been
installed in over 4,300 global sites.

As of March 31, 2002, Cedara posted a working capital deficit of
about $4.7 million and a shareholders' equity deficit of $10

CELLPOINT INC: Dec. 31 Working Capital Deficit Tops $13 Million
CellPoint Inc. (OTC: CLPT), a global provider of mobile location
software technology and platforms, announced the Company's
unaudited results for both the first and second fiscal quarter
and six months ended December 31, 2002.

            Results for the First Fiscal Quarter
                  ended September 30, 2002

The Company reported revenues for the first quarter ending
September 30, 2002 of $356,240 compared to $415,205 for the
comparable period of 2001.

Selling, general and administrative expenses for the first
quarter were $354,280 compared to $4,863,818 in the comparable
quarter. The decrease in selling, general and administration
expense in the Company's continuing operations was due to the
restructuring efforts and reduction of overhead.

The Company incurred a net loss of $1,209,416 in the first
quarter including depreciation and amortization expenses of
$749,755. Net loss in the comparable quarter was $8,258,238. The
significant reduction in net loss for the current quarter was a
direct result of the ongoing restructuring activities.

               Results for the Second Fiscal Quarter
                      ended December 31, 2002

The Company reported revenues for the second quarter ending
December 31, 2002 of $84,706 compared to $176,552 for the
comparable period of 2001.

Selling, general and administrative expenses were $225,554 for
the second quarter compared to $599,929 in the comparable

The Company incurred a net loss of $2,422,992 in the quarter
including depreciation and amortization expenses of $759,628.
Net loss in the comparable quarter was $2,506,821.

At December 31, 2002, the Company's balance sheet shows that its
total current liabilities exceeded its total current assets by
about $13 million.

               Results for the First Fiscal Half

The Company reported revenue of $440,946 for the first six
months ending December 31, 2002. The revenue from the comparable
period in 2001 was $591,757.

For the six-month period, selling, general and administrative
expenses were $579,834 for the current period compared to
$2,463,746 in the comparable period. The Company incurred a net
loss of $3,632,407 in the current period including depreciation
and amortization expenses of $1,509,383. This compares to a net
loss of $7,765,059 for the equivalent period ending December 31,
2001 which included depreciation and amortization expense of
$1,985,131. The decrease in expenses from continuing operations
in the current quarter was the result of additional reduction in
overall operating expenses following the Company's restructuring
work. This amount was offset somewhat by restructuring charges.

Financing the first half of the fiscal year CellPoint engaged in
periodic financings through convertible loans in order to
sustain operations. The total amount financed was approximately
$1,000,000. More detail regarding these convertible notes will
be supplied via the 10QSB SEC filings once published.

Restructuring the first half of the fiscal year CellPoint
executed an aggressive restructuring program. On December 11,
2002, CellPoint sold one of its Swedish subsidiaries to CellFree
AB, which reorganized this former subsidiary through the Swedish
bankruptcy court. There were no significant assets that were
included in this sale; CellPoint's patents are held in CellPoint
LLC, a wholly-owned limited liability company. The Company
negotiated a buy back of the non-material assets from a court
appointed trustee in January 2003.

The Company has implemented numerous cost savings measures which
it expects to continue into the 3rd quarter and to result in
even more significant savings. Operations have been streamlined
to focus on bringing the Company's core technology to market.
The Company's headquarters as well as its office in Karlskrona,
Sweden have been consolidated to one central office located at
Findlandsgatan 12, SE-164 74, Kista, Sweden. The Company
continues to maintain satellite offices in the UK as well as
North America.

In February, CellPoint appointed Michael Mathiesen as the
Company's President and CEO.  Mr. Mathiesen has specialized in
building-up fast growing companies within the field of
Information Technology with international subsidiaries and
distributors. He has helped many IT companies successfully
rework their business strategies turning them towards the new
market conditions of Information Technology. His business acumen
is widely acknowledged and he has received a number of awards
for outstanding performance within the IT-industry based on his
strategic and entrepreneurial skills and ability to create
growth. Most recently he was the was the Founder and President
of 2M Invest A/S, a Danish/US listed venture capital company
with offices in Denmark, USA, Sweden, Finland, the UK and
Taiwan. In 2002, 2M Invest closed.

                     Legal Proceedings

On August 21, 2002, Castle Creek Technology Partners LLC filed a
lawsuit in the United States District Court for the Southern
District of New York against CellPoint Inc., and on
September 19, 2002, filed an amended complaint in this lawsuit,
seeking (1) a declaratory judgment that events of default have
occurred under the Convertible Notes of CellPoint Inc. held by
Castle Creek (the "Notes"), that as a result of the events of
default Castle Creek is entitled to demand conversion of the
Notes at an adjusted conversion price, and that CellPoint Inc.
is required to deliver to Castle Creek additional shares from
prior conversion requests of Castle Creek; (2) specific
performance of CellPoint's obligations under the Notes and,
specifically, the issuance of shares (up to an additional
889,894 shares) at the adjusted conversion price; (3) judgment
against CellPoint Inc. for all sums owed under the Notes; and
(4) an injunction mandating CellPoint to deliver the required
number of shares based on the adjusted conversion price. Castle
Creek also filed an order to show cause for a preliminary
injunction. Castle Creek bases its allegations on the original
December 2000 agreement, which CellPoint alleges has been
superceded by the March 13, 2002 term sheet agreement with
Castle Creek containing different terms.

On December 6, 2002, the Court issued a decision in favor of
Castle Creek on its order to show cause. The Court's decision
ordered CellPoint to issue to Castle Creek an additional
1,421,661 shares of common stock with regard to previous
conversion requests of Castle Creek.

CellPoint has issued the additional shares of common stock to
Castle Creek, and has filed an answer with the Court generally
denying Castle Creek's claims in this litigation.

The Company believes that this litigation (including defense
costs) could have a material effect on the Company's financial
condition or results of operations if the Court rules that all
sums owed under the Notes must be paid currently.

            President and CEO Commentary and Outlook

Michael Mathiesen, CellPoint's President and CEO, commented,
"During the first half of the year the Company's lack of capital
and inability to close business created significant adversity.
The Company has not received revenue from its previously
announced contracts and agreements during the fiscal first half
of the year and we believe that we cannot count on previously
announced agreements to result in immediate revenue for the

"The visibility for our market has improved slightly and we
remain optimistic about our ability to close new business in the
future. CellPoint has identified strategic partners, which will
be essential for success. We have significantly lowered our
overhead enabling us to continue operations at a level that can
support current customers and at the same time provide
scalability to meet increased demand, as it occurs, for our
products," continued Mathiesen.

CENTENNIAL COMMS: February Quarter Results Show Improvement
Centennial Communications Corp. (NASDAQ:CYCL), a leading
regional telecommunications service provider, announced results
for the quarter ended February 28, 2003.

Consolidated revenues grew 3% from the same quarter last year to
$182.0 million. "Adjusted EBITDA" increased 21% from the same
quarter last year to $68.1 million. Adjusted EBITDA is earnings
before interest, taxes, depreciation, amortization, loss (gain)
on disposition of assets, minority interest in loss of
subsidiaries, income from equity investments and non-cash

Operating loss was $156.8 million for the quarter, a decrease of
$170.5 million versus the same quarter last year, primarily due
to a $189.5 million non-cash write down of certain assets.

During the quarter ended February 28, 2003:

-- In conjunction with its new roaming agreement with AT&T
   Wireless, the Company obtained a $20 million option to
   purchase from AT&T Wireless, 10MHz of spectrum covering
   approximately 4.2 million POPs in Michigan and Indiana.

-- The Company recorded a non-cash charge of $189.5 million to
   write-down the intangible assets associated with its Puerto
   Rico Cable Television business which has been experiencing
   subscriber losses, and to reduce the carrying value of
   certain of its undersea cable assets.

-- The Company closed on the sale of 64 U.S. Wireless towers,
   bringing the total closed during fiscal year 2003 to 105

-- The Company announced the award of a $34.4 million contract
   from the Puerto Rico Department of Education to provide
   telecommunications and Internet Services to schools in Puerto
   Rico. The contract is subject to funding from the Federal
   Communications Commission, which has not yet been obtained.

The Company's wireless subscribers at February 28, 2003 were
929,700, compared to 882,600 on the same date last year, an
increase of 5%. Caribbean Wireless subscribers increased 24,100
during the quarter. U.S. Wireless subscribers increased by 8,800
during the quarter. Caribbean Broadband switched access lines
reached 39,800 and dedicated access line equivalents were
177,900 at quarter end, up 31% and 20%, respectively from the
same quarter last year.

"We are very pleased with the greater than 20% year-over-year
improvement in Adjusted EBITDA and the reduction in net debt
that has occurred in each of the last four quarters," said
Michael J. Small, chief executive officer. "Our Caribbean
operations performed very well this quarter and the option for
more contiguous spectrum in the Midwest improves visibility to
long-term profitable growth in the US Wireless operations."

For the quarter, total Caribbean revenues were $97.3 million and
Adjusted EBITDA was $33.7 million. Adjusted EBITDA was up 45%
from the same quarter last year. Caribbean Wireless revenues for
the quarter reached $65.1 million, an increase of 7% from the
same quarter last year. Caribbean Wireless Adjusted EBITDA for
the quarter was $24.1 million, an increase of 34% from the same
quarter last year. Caribbean Broadband revenues for the quarter
were $34.8 million and Adjusted EBITDA reached $9.7 million, up
79% from the same quarter last year.

Also for the quarter, U.S. Wireless revenues were $84.7 million
and Adjusted EBITDA was $34.3 million. Adjusted EBITDA increased
by 4% from the prior year due to improved margins on retail
revenue offset in part by a 15% reduction in roaming revenue.
U.S. Wireless Adjusted EBITDA margin was 41%, an increase of 81
basis points from the same quarter last year.

Consolidated capital expenditures for the quarter were $25.1
million or 14% of revenue. Net debt at February 28, 2003 was
$1,699.7 million.

The Company adopted Statement of Financial Accounting Standards
No. 142 effective June 1, 2002. As a result, previously recorded
goodwill and other intangible assets with indefinite lives will
no longer be amortized but will be subject to impairment tests.
Depreciation and amortization expense for the nine months ended
February 28, 2003 would have been $18.3 million higher in the
absence of SFAS No. 142. The aggregate effect of ceasing
amortization decreased net loss and loss per basic and diluted
share by $13.4 million and $0.14, respectively.

Centennial is one of the largest independent wireless
telecommunications service providers in the United States and
the Caribbean with approximately 17.1 million Net Pops and
approximately 929,700 wireless subscribers. Centennial's U.S.
operations have approximately 6.0 million Net Pops in small
cities and rural areas. Centennial's Caribbean integrated
communications operation owns and operates wireless licenses for
approximately 11.1 million Net Pops in Puerto Rico, the
Dominican Republic and the U.S. Virgin Islands, and provides
voice, data, video and Internet services on broadband networks
in the region. Welsh, Carson Anderson & Stowe and an affiliate
of the Blackstone Group are controlling shareholders of
Centennial. For more information regarding Centennial, please
visit the Company's Web sites at

As reported in the Troubled Company Reporter's December 30, 2002
edition, Standard & Poor's lowered its corporate credit
rating on Centennial Communications Corp., to 'B' from 'B+'.
Centennial is primarily a wireless provider with some
competitive local exchange carrier and cable TV operations.

"The downgrade reflects our assessment that a weaker business
profile will persist through the remainder of the fiscal year
ended May 31, 2003 and beyond.  The company's domestic markets
have been subject to heightened competition from the larger,
more national players, such as AT&T Wireless and Cingular," said
Standard & Poor's credit analyst Catherine Cosentino.  "As a
result, the cost per gross customer add in its U.S. markets has
remained fairly high at $365 for the three months ended
November 30, 2002. The company also lost about 10,000
subscribers in its U.S. wireless market since May 31, 2002,
against a backdrop of overall growth for the industry."

CHARTER COMMS: Names Sue Ann R. Hamilton SVP of Programming
The appointment of Sue Ann R. Hamilton to Senior Vice President
of Programming for Charter Communications, Inc., (Nasdaq:CHTR)
was announced by Carl Vogel, President and Chief Executive
Officer. In this capacity, Ms. Hamilton will provide content
strategy across all platforms, and overall responsibility for
managing relationships and negotiating affiliation agreements
with content providers, including cable television networks,
broadcast networks and their affiliates, pay per view event and
music consolidators. She will report to Margaret A. "Maggie"
Bellville, Executive Vice President and Chief Operating Officer.

In making the announcement, Mr. Vogel said, "We continue to
recruit top talent as we re-energize Charter and align every
employee around common objectives that focus on the customer.
Sue will work together with our existing team towards the goal
of increasing performance and leadership in providing the best
value to our customers with our products and services. She has
the experience and leadership talent we need as we continue to
move forward with our plan to execute with excellence and focus.
Her professional experience, educational background and
broadband knowledge are vital to our continued success."

Ms. Hamilton began her cable television career with Tele-
Communications, Inc., Englewood, Colorado, 1993. She held
subsequent management positions there and at AT&T Broadband,
L.L.C., who acquired TCI in 1999, where she was most recently
Vice President of Programming. Previous to this she was a
partner with Kirkland & Ellis, among the nation's top ten firms
representing domestic and international clients in complex
commercial transactions and securities matters, including
mergers, acquisitions, divestitures, leveraged buyouts,
financing arrangements, public offerings, private placements,
loan workouts, foreclosures, bankruptcies, and receivership.

A Magnum Cum Laude graduate of Carleton College, Northfield,
Minnesota, Ms. Hamilton received her J.D. from Stanford Law
School, Stanford, California, where she was Associate Managing
Editor of the Stanford Law Review and Editor of the Stanford
Journal of International Law.

Mr. Vogel observed that Ms. Hamilton is among a host of recent
new executive hires at Charter, including Ms. Bellville, a
former Executive Vice President of Operations for Atlanta-based
Cox Communications, Inc., who has overall responsibility for all
Charter field operations, as well as marketing, programming,
advertising sales, and customer care; Mike Haislip, formerly
President of Armstrong Cable, Butler, Pennsylvania, named Senior
Vice President of the Company's Great Lakes Division; Chuck
McElroy, formerly Vice President and General Manager of Cox
Business Services, a unit of Cox Communications, Inc., as Senior
Vice President of its Southeast Division; and Lee Clayton,
formerly Managing Director/Executive Vice President of United
Pan-Europe Communications, nv (UPC), to Senior Vice President of
Operations for Charter's Midwest Division.

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

                         *    *    *

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 (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.

COMMUNICATION DYNAMICS: Hires Colliers as Real Estate Broker
Communication Dynamics, Inc., and its debtor-affiliates ask for
permission from the U.S. Bankruptcy Court for the District of
Delaware to employ OM Partners LLC, doing business as Colliers
International, as their Real Estate Broker.

The property the Debtor wants to sell is located near Akron,
Ohio and consists of an 11,552 square foot building situated on
2.39 acres. Half of the building is office space and the other
half is warehouse space.  TVC Communications, Inc., is the
property's legal owner.  The Company used the Property for
storage and distribution of custom underground conduit, but that
business segment was downsized.  Consequently, TVC
Communications no longer needs the property.  Under the
circumstances, TVC Communications decided to market the

The size and location of the Property has attracted very little
interest from potential purchasers.  Nonetheless, through
Colliers' continued retention, the Debtors are confident they
will eventually sell the Property at a fair market value.

In its service, Colliers will be compensated with a commission
equal to 7.0% of the first one million dollars and 4.0%
thereafter of the Gross Consideration for the Property.

Communication Dynamics, Inc., together with its Debtor and non-
Debtor affiliates, is one of the largest multinational suppliers
of infrastructure equipment to the broadband communications
industry. The Debtors filed for chapter 11 protection on
September 23, 2002 (Bankr. Del. Case No. 02-12753).  Jeffrey M.
Schlerf, Esq., at The Bayard Firm represents the Debtors in
their restructuring efforts.  When the Company filed for
protection from its creditors, it listed more than $100 million
both in estimated assets and debts.

CONSECO FINANCE: Wants Approval of Lease Rejection Procedures
Conseco Finance Corporation and its related debtors-in-
possession ask Judge Doyle to approve uniform procedures when
rejecting executory contracts and unexpired leases.  The CFC
Debtors also seek authority to abandon, as inconsequential, any
fixtures, equipment or other items of personal property that
remain in rejected leased premises.

The Debtors propose to provide written notice of their intent to
reject to the lessor.  The lessor must file any objection within
14 days of receiving the rejection notice.  If no objection is
filed, the Contract will be deemed rejected as of the notice

These procedures, CFC argues, provide a fair and expedient
manner for rejecting leases.  The procedures will enable the
Debtors to minimize their contractual payment obligations that
do not benefit the estates while also providing counterparties
with adequate notice of rejection and the opportunity to object.


Minnesota Street Associates Limited Partnership objects.  MSA
and Conseco Finance Servicing Corporation are parties to a lease
agreement dated December 22, 1999.  The lease covers property
known as the First National Bank Building located in St. Paul,
Minnesota.  CFS leases approximately 186,575 square feet of
office space and 11,817 square feet of basement storage located
in the First National Bank Building for use as commercial office
space.  CFS' obligations under the lease are guaranteed by
Conseco Finance Corporation, by a guaranty dated March 20, 2000.

CFS continues to use and occupy the leases premises.  The MSA
objects to the Proposed Lease Rejection Procedures to the extent
that they:

   a) make the rejection date retroactive to the notice date;

   b) are ambiguous about the effective rejection date when a
      creditor-landlord objects;

   c) provide for a judicial finding that the Debtors
      relinquished possession of leased premises as of the
      rejection notice date; and

   d) fail to properly compensate landlords for the cost of
      disposing the abandoned personal property.

Michael J. Canning, Esq., at Arnold & Porter, in New York City,
says there is a risk that CFC's protocol will undermine the
language and intent of Section 365, which is designed to balance
and protect the interests of parties to executory contracts and
unexpired leases.  Section 365 is clear that a debtor is
required to perform until the date of either assumption and
assignment or rejection.  In contrast, the procedures proposed
by the Debtors arbitrarily establish an effective rejection
date, without regard to whether the predicates required by
Section 365 have been satisfied.

Mr. Canning emphasizes that the considerations are important to
the MSA because it will take CFS a significant amount of time to
vacate, relinquish and surrender the leased premises if the
lease is rejected.  Indeed, in discussions the Debtors have
indicated that they may reject the lease and continue to occupy
the premises as a holdover tenant.  If this is the Debtors'
intent, it would be inappropriate to seek an order that deems
CFS to have relinquished the leased premises on the rejection
date, depriving the MSA of its Section 365 rights and its status
as an administrative claimant. (Conseco Bankruptcy News, Issue
No. 14; Bankruptcy Creditors' Service, Inc., 609/392-0900)   

CONSECO INC: Signing-Up Korn/Ferry International as Consultant
The Conseco Holding Company Debtors and the Official Committee
of Unsecured Creditors jointly seek the Court's authority to
employ and retain Korn/Ferry International to assist in locating
and hiring a new Chairman and other members of the Board of
Directors of reorganized Conseco.

Brad Eric Scheler, Esq., at Fried, Frank, Harris, Shriver &
Jacobson, in New York City, reminds Judge Doyle that under the
Plan, the Board of reorganized Conseco will consist of seven
members, with two from senior management and five from outside,
selected by the Committee.  Due to the fast-track nature of
these proceedings, the Debtors need to find a new chairman and
other Board candidates quickly.

The Debtors and the Committee believe that Korn/Ferry is well
qualified to conduct this search.  Korn/Ferry has been operating
for more than 30 years in matching candidates with available
positions for numerous corporations.  Furthermore, Korn/Ferry's
expertise in insurance placements and its familiarity with the
Holding Company Debtors make it ideal to locate a replacement
chairman and other Board candidates.

The Debtors and the Committee expect Korn/Ferry to:

   a) meet with the Debtors and the Committee to articulate
      expectations for potential candidates;

   b) develop a detailed position specification based on
      Korn/Ferry's knowledge of the business;

   c) construct a search strategy and prioritize candidate
      locations, position levels and other elements;

   d) conduct an intensive search using Korn/Ferry's insurance
      networks and knowledge of the marketplace to locate
      qualified individuals;

   e) interview candidates;

   f) present the best-qualified and interested individuals
      -- expected three to five candidates per position;

   g) assist with the final compensation package and other terms
      of employment;

   h) conduct reference checks of successful candidates, which
      includes verbal interviews with references and background
      checks to verify information like academic degrees and
      professional qualifications; and

   i) conduct periodic progress reviews to discuss any pertinent

The Debtors and the Committee assert that retention of
Korn/Ferry is necessary.  To locate, screen and perform
background verification of potential candidates to serve on
reorganized Conseco's Board, while attempting to work to the
speedy confirmation and consummation of the Plan, would strain
the Debtors' and the Committee's limited resources.  Mr. Scheler
notes that Korn/Ferry's personnel are not "professional persons"
as contemplated by Section 327 and, thus, no retention or
payment authorization is necessary.

Pursuant to an engagement letter, Korn/Ferry's fee will be 33.3%
of the Chairman's total first year's cash compensation, which
includes base salary, sign-up and incentive bonus payments.
Korn/Ferry's retainer will be $450,000, billed in three equal
installments.  Korn/Ferry will cap its total fees for the
Chairman search at $900,000.

For directors, Korn/Ferry will bill $75,000 per placement.  Its
retainer for this process will be $150,000.  For both pursuits,
Korn/Ferry will be reimbursed for expenses that qualify as out-

Peter Dunn, General Counsel at Korn/Ferry, assures the Court
that his firm does not hold or represent an interest adverse to
the Holding Company Debtors and is a "disinterested person" as
defined by Section 101(14) and Section 327(a) of the Bankruptcy
Code.  However, because Korn/Ferry is an international search
firm with more than 2,000 professionals in 38 countries
worldwide and the Debtors are a large enterprise with thousands
of creditors and other relationships, Mr. Dunn is unable to
state with certainty whether the firm has a relationship with
any of the Debtors' creditors or other parties-in-interest.  If
Korn/Ferry discovers additional information that requires
disclosure, it will file a supplemental affidavit with the
Court. (Conseco Bankruptcy News, Issue No. 14; Bankruptcy
Creditors' Service, Inc., 609/392-0900)    

DebtTraders says that Conseco Inc.'s 10.750% bonds due 2008
(CNC08USR1) are trading at about 13 cents-on-the-dollar. See  
real-time bond pricing.

CWMBS INC: Fitch Upgrades & Affirms Various RMBS Securitizations
Fitch Ratings has upgraded 11 classes and affirmed 4 classes of
CWMBS, Inc. (Countrywide Home Loans) residential mortgage-backed
certificates, as follows:

CWMBS (Countrywide Home Loans, Inc.), mortgage pass-through
certificates, series 2001-2

   --Class M to 'AAA' from 'AA';
   --Class B1 to 'AAA' from 'A';
   --Class B2 to 'AA' from 'BBB';
   --Class B3 to 'BBB+' from 'BB';
   --Class B4 affirmed at 'B'.

CWMBS (Countrywide Home Loans, Inc.), mortgage pass-through
certificates, series 2001-11

   --Class M to 'AAA' from 'AA';
   --Class B1 to 'AA+' from 'A';
   --Class B2 to 'AA-' from 'BBB';
   --Class B3 to 'BBB+' from 'BB';
   --Class B4 affirmed at 'B'.

CWMBS (Countrywide Home Loans, Inc.), mortgage pass-through
certificates, series 2001-13

   --Class M to 'AAA' from 'AA';
   --Class B1 to 'AA' from 'A';
   --Class B2 to 'A-' from 'BBB';
   --Class B3 affirmed at 'BB';
   --Class B4 affirmed at 'B'.

These rating actions are being taken as a result of low
delinquencies and losses, as well as increased credit support.

DELIA*S CORP: Moves Q4 Earnings Conference Call to April 30
dELiA*s Corp. (Nasdaq: DLIA), a leading multichannel retailer to
teenage girls and young women, invites investors to listen to a
broadcast of the Company's conference call to discuss fourth
quarter earnings results. The conference call originally
scheduled for Thursday, March 27, 2003, will now be broadcast on
Wednesday, April 30, 2003 at 9:00 a.m. Eastern Time at This call will be archived  
online within one hour of the completion of the conference call.

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

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

                          *    *    *

                Liquidity and Capital Resources

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

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

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

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

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

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

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

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

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

DELTA AIR LINES: S&P Keeps Watch on BB- Class A-1 Certs. Rating
Standard & Poor's Ratings Services placed its 'BB-' ratings on
the class A-1 certificates issued by Corporate Backed Trust
Certificates Series 2001-6 Trust and Corporate Backed Trust
Certificates Series 2001-19 Trust on CreditWatch with negative

Corporate Backed Trust Certificates Series 2001-6 Trust and
Corporate Backed Certificates Series 2001-19 Trust are swap-
independent synthetic transactions that are weak-linked to the
underlying securities, Delta Air Lines Inc.'s 8.3% senior
unsecured notes due Dec. 15, 2029. The CreditWatch placements
follow placement of the underlying securities on CreditWatch

A copy of the Delta Air Lines Inc.-related summary analysis,
dated March 18, 2003, is available on RatingsDirect, Standard &
Poor's Web-based credit analysis system.


     Corporate Backed Trust Certificates Series 2001-6 Trust
     $57 million corporate-backed trust certs series 2001-6

               Class    To              From
               A-1      BB-/Watch Neg   BB-

     Corporate Backed Trust Certificates Series 2001-19 Trust
     $27 million corporate-backed trust certs series 2001-19

               Class    To              From
               A-1      BB-/Watch Neg   BB-

DELTA WOODSIDE: Amends $50-Million Credit Pact with GMAC Comm'l
Delta Woodside Industries, Inc., (NYSE:DLW) reported that a weak
third quarter ending March 29, 2003 will create a short fall
from its previously reported fiscal year 2003 earnings estimates
which were $.70 to $.85 per share. For the quarter ending March
29, 2003, the Company expects a net loss in the range of $.16 to
$.20 per share including an approximate $.04 per share after tax
asset impairment and restructuring charge associated with the
recently announced closing of the Maiden, N. C. yarn facility.

The uncertainty associated with a pending war combined with a
harsh winter has stalled consumer spending and brought about a
continued softening of retail sales that started in the December
quarter and has continued through most of the third quarter.
These events, coupled with the closing of the Maiden facility
and skyrocketing energy prices, will have a negative impact on
the bottom line in the third quarter. Improvement is expected in
the fourth quarter. Supporting this improvement is a strong
backlog of orders that should generate significantly improved
plant operating schedules. Also, as a result of having closed
its Maiden yarn facility, the Company expects to be more
competitive through greater flexibility and lower costs. The
closing of the Maiden facility should have no impact on the
Company's capacity in the future.

W.F. Garrett, President and CEO, commented, " I am disappointed
we did not see the recovery in the market place that was
expected to occur at the beginning of the third quarter. For the
last two years, the third quarter has been a weak quarter;
however, the estimated loss for this year's third quarter is a
significant improvement over last year's third quarter when we
lost $.42 per share. With a US trade deficit that annualizes to
a record $500 billion, increased imports continue to bring about
pressure on prices. This pressure will continue for the
foreseeable future; therefore, we are continuing to look within
for cost reductions and improved margins. Even though our
margins will continue to be under pressure, we are encouraged
that our order backlog suggests a significant improvement in our
plant operating schedules that should return Delta Woodside to
profitability in the fourth quarter."

Delta Woodside Industries, Inc., also reported that its wholly-
owned subsidiary Delta Mills, Inc., has reached agreement with
GMAC Commercial Finance LLC to amend Delta Mills' $50 million
Revolving Credit Agreement with GMAC. The amendment, which
becomes effective today, removes the minimum availability block
of $12.5 million and adds financial covenants respecting a
maximum leverage ratio and a minimum fixed charge coverage ratio
that Delta Mills is required to maintain. Among other matters,
the amendment also extends the term of the Revolving Credit
Agreement to March 31, 2007, includes GMAC's consent to the sale
of Delta Mills' Catawba Plant that was announced March 5, 2003,
and allows Delta Mills to exclude from the calculation of
financial covenant ratios the asset impairment and restructuring
charge associated with the closing of its Catawba Plant.

Delta Woodside Industries, Inc. -- whose corporate credit rating
is currently rated at CCC by Standard & Poor's -- is
headquartered in Greenville, South Carolina. Through its wholly
owned subsidiary, Delta Mills, it manufactures and sells textile
products for the apparel industry. The Company employs about
1,600 people and operates five plants located in South Carolina.

EBT INTERNATIONAL: Delivers Proxy Statement to Shareholders
A Proxy Statement is being furnished to the stockholders of eBT
International, Inc., for use at a Special Meeting of
Stockholders on April 22, 2003, or at any adjournment or
adjournments thereof, for the purposes set forth in the Notice
of Special Meeting of Stockholders accompanying the Proxy
Statement. The proxy is solicited on behalf of the Board of
Directors of eBT and can be revoked at any time prior to the
voting of the proxy. Unless a contrary choice is indicated, all
duly executed proxies received by eBT will be voted as follows:    

     1. To approve and adopt a Certificate of Amendment to eBT's
Certificate of Incorporation providing for a reverse stock split
of eBT's common stock that would result in (a) stockholders
receiving one share of new common stock, $0.01 par value, of eBT
for every 50 shares of common stock of eBT, $0.01 par value
owned as of the effective date, (b) stockholders receiving cash
in lieu of any fractional share they would otherwise be entitled
to receive as a result of the Reverse Stock Split at a rate of
$0.1078 per share on a pre-split basis and (c) the reduction of
eBT's authorized shares of common stock from 50,000,000 shares
to 1,000,000 authorized shares, which is in proportion to the
Reverse Stock Split.  The Reverse Stock Split is proposed to
terminate eBT's reporting obligations under the Securities
Exchange Act of 1934, as amended and is expected to reduce eBT's

     2. The proxies will be voted in accordance with the
recommendation of management as to any other matters, which may
properly come before the Special Meeting.   

The record of stockholders entitled to vote at the Special
Meeting was taken at the close of business on February 21, 2003.

Prior to May 23, 2001, eBT developed and marketed enterprise-
wide Web content management solutions and services.  The
Company's shareholders approved a plan of liquidation and
dissolution on November 8, 2001, and a certificate of
dissolution was filed with the state of Delaware on November 8,
2001.  The initial liquidation distribution in the amount of
$44,055,000 (or $3.00 per share) was returned to shareholders on
December 13, 2001.

ENRON CORP: Connecticut Light Demands Prompt Decision on Lease
Connecticut Light and Power Company asks the Court to compel
Enron Power Marketing, Inc., to assume or reject their
Electricity Purchase Agreement dated as of December 22, 2000.  
In the alternative, CL&P asks the Court to modify the automatic
stay pursuant to Section 362(d) of the Bankruptcy Code so as to
allow it to issue to EPMI a notice of termination of the EPA and
to notify ISO New England, Inc. that the EPA has been

ISO-NE is an independent system operator for the New England
Power Pool Control Area charged with responsibility for, among
other things, scheduling and dispatch of generating resources
within the NEPOOL Control Area and functioning as a billing and
collection agent for the Participants with respect to
transactions subject to the provisions of the NEPOOL Open Access
Transmission Tariff, among other arrangements approved by the
Federal Energy Regulatory Commission.  NEPOOL is a voluntary
association of all entities involved in the generation and
transmission, sale and resale of electricity at wholesale and
resale at retail of electricity within the six New England

James T. Tancredi, Esq., at Day, Berry & Howard, LLP, in
Hartford, Connecticut, relates that the EPA provides that in
each fiscal year, CL&P will purchase from EPMI the first
250,000,000 kWh of electricity generated at the South Meadow
Station owned by the Connecticut Resources Recovery Authority, a
non-profit, quasi public state agency created by statute and its
powers and responsibilities set forth in the Solid Waste
Management Act of Connecticut.  Pursuant to the EPA, and related
arrangements to which CL&P is not a party, EPMI is obligated to
deliver to the Facility a quantity of steam which in then
converted into the required amount of electricity and which EPMI
then sells to CL&P.

Prior to entering into the EPA, Mr. Tancredi explains, CL&P and
CRRA were parties to several agreements wherein CL&P was
obligated to purchase the entire electrical energy output of the
Facility from CRRA.  In March 2001, the arrangements between
CL&P and CRRA with respect to the Facility were restructured
pursuant to the terms of a Termination Agreement by and between

Pursuant to the Termination Agreement, among other transactions,
at the direction of CRRA, CL&P paid EPMI $220,000,000 as
consideration for restructuring CL&P's obligations to purchase
the Facility's electrical output from CRRA under the prior
agreement between CL&P and CRRA.

Since EPMI has failed to deliver to CRRA the steam it is
required to deliver to CRRA to fulfill its obligations to CL&P
under the EPA, upon completion of certain notifications and
other actions specified under the terms of the pertinent
agreement, CRRA has the right under the EPA and under a separate
electricity purchase agreement between CRRA and CL&P to assume
EPMI's obligations to CL&P under the terms of the EPA.  However,
CRRA is not obligated to do so and to CL&P's knowledge, has not
done so thus far.

CRRA has advised CL&P that:

    (i) it considers its various related contracts with EPMI to
        be void;

   (ii) based on EPMI's defaults, including non-payment, it will
        not deliver power for the Facility on EPMI's behalf to
        CL&P; and

  (iii) should EPMI fail to fulfill its obligations under the
        EPMI, CRRA will not assume EPMI's obligations to CL&P
        under the terms of the EPA, and will not consider the
        electricity EPMI was to have delivered to CL&P from the
        Facility under the EPA to be electricity belonging to
        CRRA, which it is free to sell or otherwise utilize for
        its own purpose.

Furthermore, CRRA advised CL&P that effective July 1, 2002, it
is CRRA's position that electricity being produced at the
Facility is being placed on the power grid for credit to CL&P
and that CRRA expects CL&P to timely pay CRRA for it.

Thus, Mr. Tancredi says, if CRRA does not assume EPMI's
obligations under the EPA, then CL&P's only recourse is to
terminate the EPA and, possibly, the CRRA EPA as well.  CL&P
utilizes the electricity it purchases pursuant to the EPA to
serve load and fulfill other contractual obligations.
Participation in the EPA provided CL&P with certain benefits,
including but not limited to, the opportunity to purchaser a
certain amount of electricity at relatively low rates.  This
power can then be resold into the ISO-NE spot market and
proceeds in excess of cost applied to reduce CL&P's stranded
costs.  To the extent CL&P is no longer able to purchaser
electricity from the Facility pursuant to the EPA, CL&P may lose
the benefit of its bargain as reflected in the EPA and may be
required to pay a higher price for replacement power should it
need to purchase replacement power.

Under the NEPOOL arrangements, CL&P is designated as the lead
participant for the Facility, which means that for purposes of
ISO-NE's administration of the NEPOOL markets, revenues received
from sales of power from the Facility in the NEPOOL markers are
credited to CL&P's NEPOOL account.  Moreover, Mr. Tancredi
notes, CL&P is responsible for assuring that ISO-NE's dispatch
instructions with respect to the Facility are carried out.  
Given EPMI's bankruptcy filing, it is CL&P's belief that it
cannot unilaterally change its status as lead participant for
the facility without this Court's approval.

Mr. Tancredi tells Judge Gonzalez that until the lead
Participant status for the Facility is changed, for purposes of
the NEPOOL arrangements, CL&P is being credited with having
received the electricity EPMI was supposed to have delivered to
CL&P under the EPA.  If the EPA is terminated, CL&O will give up
its designation as lead participant for the project for purposes
of the NEPOOL arrangements and designate CRRA as the lead
participant.  On the other hand, as long as the EPA is in effect
and as long as CL&P is designated as the lead Participant for
purposes of ISO-NE's administration of the market, CL&P faces a
"Hobson's choice" because it is not clear who is owed the
payment for power generation at the Facility -- EPMI or CRRA.  
Mr. Tancredi points out that failure to timely pay the correct
party could expose CL&P to liability for contractual and
extracontractual claims, notwithstanding that it is ready,
willing and able to pay the appropriate party.  Given EPMI's
bankruptcy, absent a Court order compelling EPMI to assume or
reject the EPA immediately, or in the alternative, a Court order
lifting the automatic stay to permit CL&P to terminate the EPA
and notify ISO-NE of a change in designation of lead
participant, CL&P will continue to face this Hobson's choice.

Thus, pursuant to Section 365 of the Bankruptcy Code, Mr.
Tancredi contends that CL&P's request is fair and reasonable
given that:

    (a) CL&P continues to be credited with receipt of the power
        and to receive proceeds for the sale of this power due
        to the ISO-NE procedures;

    (b) so long as the EPA remains in effect, there could be a
        dispute over entitlement to the contract price for this

    (c) if CL&P is forced to wait while EPMI determines what to
        do with the EPA, CL&P will continue to face that
        uncertainty on a month-to-month basis;

    (d) maintaining the status quo will cause CL&P and CRRA
        hardship by tying up the disposition of large amounts of
        money that could be better used to resolve CRRA's dire
        financial condition;

    (e) EPMI has been in default to CRRA since December 2001 and
        appears to have no capacity to perform its obligations
        under the circumstances; and

    (f) given the interlocking nature of the arrangements among
        CL&P, CRRA and EPMI regarding the Facility, the
        significant uncertainty created by EPMI's current
        situation and failure to assume or reject these
        contractual arrangements, exposes CL&P to the risk of
        conflicting contractual or extracontractual claims.
       (Enron Bankruptcy News, Issue No. 59; Bankruptcy
       Creditors' Service, Inc., 609/392-0900)

DebtTraders reports that Enron Corp.'s 9.875% bonds due 2003
(ENRN03USR3) are trading at about 15 cents-on-the-dollar. See
for real-time bond pricing.

ENVOY COMMS: Seeking Amendment to Convertible Secured Debentures
Envoy Communications Group Inc., (NASDAQ: ECGI/TSX: ECG)
reported that, as part of a restructuring of its debt, the
Company intends to amend its Convertible Secured Debentures due
April 29, 2007 and September 12, 2007.

In April of 2002, the Company issued $1,800,000 principal amount
of its Convertible Secured Debentures due April 29, 2007. These
Debentures are currently convertible into 2,500,000 units at a
subscription price of $0.72 per unit. Each unit consists of one
common share and one common share purchase warrant, each warrant
exercisable into one common share at a price of $0.90 per share.

In September of 2002, the Company issued $2,000,000 principal
amount of its Convertible Secured Debentures due September 12,
2007. These Debentures are currently convertible into 5,882,351
units at a subscription price of $0.34 per unit. Each unit
consists of one common share and one common share purchase
warrant, each warrant exercisable into one common share at a
price of $0.34 per share.

A total of 16,764,702 common shares are currently issuable
pursuant to the April 29, 2007 and September 12, 2007
Convertible Secured Debentures.

The Company proposes to amend all of the Convertible Secured
Debentures to provide for their convertibility directly into
common shares at the price of $0.15 per share, resulting in an
additional 8,568,631 common shares being issuable pursuant to
the Debentures. As consideration for such additional share
entitlement, the Convertible Secured Debentures will be amended
to postpone the right of the Debentureholders to require the
redemption of the Debentures until April of 2005 and to
subordinate and postpone the security interests of the
Debentureholders to the security interests of the Company's

At the Company's Special Meeting of Shareholders held on
June 27, 2002, the Shareholders approved a blanket resolution
authorizing the Company to issue up to 15,000,000 common shares
and/or securities convertible into such number of shares by way
of private placement over a period of twelve months, of which
12,014,702 common shares and/or securities convertible into such
number of shares have already been issued. Accordingly, pursuant
to the rules of the TSX, the Company may at this time issue only
an additional 2,985,298 common shares and/or securities
convertible into such number of shares and requires new approval
from its shareholders as to the balance of the common shares
issuable under the amended form of Convertible Secured
Debentures. Such approval is being sought at the Annual and
Special Meeting of Shareholders to be held on March 27, 2003
pursuant to a blanket resolution authorizing the Company to
issue up to 21,258,694 common shares and/or securities issuable
into such number of shares by way of private placement over a
period of twelve months. The terms of this blanket resolution
are described in the Company's Management Proxy Circular dated
February 7, 2003.

The anticipated effective date of the amendments to the
Convertible Secured Debentures is April 24, 2003. All of the
holders of the Convertible Secured Debentures are at arm's
length to the Company.

The transaction is currently subject to regulatory approval.

EQUIFIN INC: Inks Letter of Intent to Acquire Celtic Capital
EquiFin, Inc. (AMEX:II and II, WS), announced the signing of a
non-binding letter of intent to acquire Celtic Capital
Corporation, a privately-held asset-based finance company based
in Santa Monica, California. The acquisition of Celtic, combined
with EquiFin's current asset-based loan activities, would create
a nationwide enterprise that provides asset-based credits from
$200,000 to $3,000,000 to the small business concern. The
proposed transaction is subject to approval by EquiFin's
stockholders, the raising by EquiFin of $2,000,000 and the
successful completion of due diligence by each company and is
expected to be included in a definitive acquisition agreement
within 30-45 days.

In commenting on the proposed combination of the companies,
EquiFin's Chairman and Chief Executive Officer, Walter "Chip"
Craig, stated his enthusiasm for this acquisition. "Celtic
Capital and its owners, Bron and Mark Hafner, have established a
profitable, asset-based finance company with an approximated
$23,000,000 portfolio of loans. As a business, Celtic embodies
the principles on which we have set out to build our national
finance company, and that is a company with strong asset-based,
credit decision making practices, solid portfolio administration
and a thorough knowledge, from their more than 60 years of
combined experience in the asset-based finance field, of the
challenges and rewards of providing credit to the small, mid-
size business. The personal integrity that the Hafner's have
brought to their everyday business dealings are also principles
we set out to establish at EquiFin when we initiated our efforts
last year. As part of this transaction and in consideration of
the Hafner family's presence in the asset-based lending field
for over 40 years, we will ask our stockholders to approve a
change in our corporate name to Celtic Capital Corp.," said Mr.
Craig. "In proposing this acquisition to our stockholders, we
feel we offer a transaction that will make our company a
nationally recognized asset-based finance company, prepared to
expand our commitments to providing credit to our targeted
market," continued Mr. Craig. In acquiring Celtic, the Company
would issue 3,000,000 shares of its common stock, together with
$750,000, 6% dividend, convertible preferred stock, together
with a cash payment of $100,000 to the selling stockholders. For
the year ended December 31, 2002, Celtic had revenues of
$4,600,000, with assets and liabilities each being approximately
$23,000,000. The transaction is expected to be accretive to

EquiFin is an early stage, commercial finance company that
provides a range of capital solutions to small and mid-size
business enterprises.

                         *     *     *

In its Form 10-Q report filed with the Securities and Exchange
Commission on November 15, 2002, the Company said:

"In December 2001, Equinox Business Credit Corp., an 81% owned
subsidiary of the Company, entered into a Loan and Security
Agreement with Foothill Capital Corporation, which provides for
the initiation of a $20,000,000 revolving credit facility. The
agreement provides for interest at the prime rate plus 1.25%
(equal to 6% at September 30, 2002). Equinox is permitted to
borrow under the Credit Facility at up to 85% of the borrowing
base, which consists of eligible purchased accounts and eligible
notes receivable, as defined in the Agreement. Under the terms
of the Agreement, Equinox must maintain tangible net worth
(including subordinated debt) of $3,000,000; a leverage ratio,
as defined, of not more than 5 to 1 and, beginning in April
2003, an interest coverage ratio of not less than 1.1 to 1,
increasing to 1.25 to 1 beginning April 2004. All the assets and
the capital stock of Equinox are pledged to secure the Credit
Facility, which is also guaranteed by the Company. The Agreement
matures December 31, 2004. There was $5,720,000 outstanding on
the Credit Facility at September 30, 2002.

"At September 30, 2002, Equinox had a net worth of $2,860,000
compared to the minimum requirement under the Credit Facility of
$3,000,000. The shortfall was subsequently cured by capital
contributions from EquiFin, Inc. The operating results for
Equinox will not be adequate to continue meeting this net worth
requirement during the fourth quarter of 2002 and, accordingly,
further capital contributions by EquiFin to cover such
deficiency will be required. In addition to the agreement to
have a specific net worth which has required capital
contributions from EquiFin, Equinox has, through September 30,
2002, operated as a negative cash flow business. EquiFin has
provided operating cash to Equinox to cover such cash
shortfalls. EquiFin is continuing its private placement of notes
so that it will be in a position to continue to provide Equinox
with capital for its operating needs and net worth coverage.

"If EquiFin is unable to sell notes on a timely basis, or
liquidate any of its other assets on a timely basis to meet
Equinox' net worth and/or cash flow needs, Equinox would be
required to attempt to negotiate a waiver with Foothill on the
net worth requirement of its Credit Facility. There can be no
assurance Foothill would consent to this request. If sufficient
cash is not timely available for Equinox' operating needs, a
reduction in operating expenses would be required to continue
Equinox' operations.

"Advances by the lender under the Credit Facility for loans
initiated by Equinox are equal to 85% of the capital provided to
the borrower, with Equinox providing the additional 15% of
capital. In December 2001, the Company commenced a private
placement of up to $1,500,000 of five-year notes to provide the
Company with additional working capital and capital to invest in
the development of its loan portfolio. Through September 30,
2002, $561,000 of 11% subordinated notes and $470,000 of 13%
secured notes had been sold. The Company is continuing its
placement of notes in view of the requirement that the Company
has 15% invested in each loan that is initiated under the Credit
Facility. The growth of Equinox' loan portfolio during 2003 will
be dependent on the Company's ability to raise additional

ETHO POWER: Alberta Court Appoints Receiver after Debt Default
Maxim Power Corp. announced that Etho Power Corporation, in
which Maxim has an investment of approximately $2.4 million, has
defaulted on certain obligations owing from Etho to MAXIM under
a $300,000 secured convertible debenture. As a result, MAXIM has
demanded payment of the debenture in full and, at MAXIM's
request, the Court of Queen's Bench of Alberta has appointed an
interim receiver to take possession of ETHO's premises and
assets and to protect MAXIM's security. The Interim Receiver
will become a full Receiver-Manager on March 27, 2003.

MAXIM is taking these steps to protect the value of its
investment in ETHO.

FC CBO III: S&P Places BB Class B Note Rating on Watch Negative
Standard & Poor's Ratings Services placed its ratings on the
class A and B notes issued by FC CBO III Ltd., an arbitrage CBO
transaction originated in November 1999, on CreditWatch with
negative implications. Both ratings were previously lowered on
Oct. 7, 2002.

The CreditWatch placements reflect factors that have negatively
affected the credit enhancement available to support the notes
since the Oct. 7, 2002 rating action. These factors include an
erosion of the par value of the collateral pool securing the
rated notes and a deterioration in the credit quality of the
performing assets in the pool.

Standard & Poor's noted that, as a result of $17.3 million in
new asset defaults, the par value of the collateral pool has
deteriorated since the previous rating action. As of the most
recent monthly report (March 11, 2003), the class A
overcollateralization ratio was 120.2%, versus a minimum
requirement of 117.3% and a ratio of approximately 123.3% at the
time of the Oct. 7, 2002 rating action. The same monthly report
listed a class B overcollateralization ratio of 104.2%, which
contrasts with a 109.7% benchmark and a ratio of 107.9% at the
time of the last downgrade.

The transaction's interest coverage ratios have also declined.
According to the March 11, 2003 monthly report, the class A and
B interest coverage ratios stood at 149.0% and 140.2%,
respectively. This places both ratios below their respective
benchmarks of 150% and 145%.

The credit quality of the collateral pool has also deteriorated.
For example, at the time of the Oct. 7, 2002 rating action,
67.1% of the performing assets in the pool came from obligors
rated in the 'BB' and 'B' categories, versus 61.0% now. While
this happened, the fraction of obligors in the 'CCC' and 'CC'
categories went up to 9.34% from 6.81%.

Standard & Poor's will review the results of current cash flow
runs generated for FC CBO III Ltd. to determine the level of
future defaults the rated tranches can withstand under various
stressed default timing and interest rate scenarios, while still
being able to meet all of the interest and principal payments
due on the notes. The results of these cash flow runs will be
compared to the projected default performance of the performing
assets in the collateral pool to determine if the ratings
currently assigned to the notes remain consistent with their
credit enhancement.


                         FC CBO III LTD.

                     Rating                Current
     Class     To                From      Balance (mil. $)
     A         AA+/Watch Neg     AA+                 245.31
     B         BB/Watch Neg      BB                   37.75

FEDERAL-MOGUL: Asks Court to Further Stretch Lease Decision Time
Federal-Mogul Corporation and its debtor-affiliates need four
more months to determine which of the remaining 86 unexpired
leases, subleases and other agreements, they will assume, assign
or reject.  Accordingly, the Debtors ask the Court to extend
their lease decision deadline to and including August 1, 2003.  
This is without prejudice to the Debtors' right to seek another

The Debtors inform the Court that their management has largely
completed the process of evaluating the economic desirability
and compatibility of each Lease with the Debtors' long-term
strategic business plan, save for about four or five Leases.  
The process of evaluating the Leases has taken place as the
Debtors seek to consolidate their facilities to eliminate
redundancies and inefficiencies and shift certain manufacturing
efforts to portions of the country and the world more suitable
to the Debtors' businesses.

But for them to maintain the maximum flexibility in implementing
this restructuring, and given the inherent fluidity in the
operation of a large, complex business enterprise, the Debtors
assert that the lease decision deadline has to be extended.  The
Debtors note that the Leases cover numerous facilities essential
to their ongoing business operations.

Pending their election to assume or reject the Leases, the
Debtors assure the Court that they will continue to perform all
of their postpetition obligations under the Leases in a timely
fashion, including the payment of postpetition rent due.  Given
this, the Debtors say, there should be no prejudice to the
lessors as a result of the extension of the lease decision

Judge Newsome will consider the Debtors' request at the hearing
scheduled on April 2, 2003 at 2:00 p.m.  Pursuant to
Del.Bankr.LR 9006-2, the Debtors' lease decision period is
automatically extended until the conclusion of that hearing.
(Federal-Mogul Bankruptcy News, Issue No. 34; Bankruptcy
Creditors' Service, Inc., 609/392-0900)

FLEMING COMPANIES: Fitch Junks Bond Debt Ratings
Fitch Ratings downgraded the credit ratings of Fleming
Companies, Inc., as follows: secured bank facility to 'B' from
'BB', senior unsecured debt to 'CCC' from 'B+' and senior
subordinated debt to 'CC' from 'B-'. These actions are due to
the significant weakness in Fleming's operating performance, the
uncertainty as to the status of its efforts to amend or
renegotiate its existing secured bank facility and the lack of
clear direction for Fleming from what may be a transitional
management team. The ratings remain on Rating Watch Negative
until further clarity is provided as to its strategic and
operating plans going forward and Fitch's belief that Fleming's
tenuous financial position renders its ability to continue
to manage its existing obligations questionable. About $1.9
billion in debt is affected by these rating actions.

Fleming's reported 2002 results reflected weaker operating
profitability due to a heightened competitive environment, weak
economy and rising overhead costs. As a result of these factors,
operating margins weakened in 2002 from prior year levels. The
termination of the distribution agreement with Kmart will
significantly lower Fleming's distribution volume in 2003 and
costs associated with the termination will limit cash available
for debt reduction. While proceeds from the sale of its retail
assets are expected to be applied toward the outstanding bank
term loan, it is unknown at this time what the ultimate proceeds
will be. As a result, Fitch expects credit measures in 2003 to
weaken further from 2002 levels. Of note is that Fleming has no
schedule debt maturities until 2007, although it is challenged
to maintain covenant compliance with the existing bank facility.

Fleming remains the largest supplier of consumer packaged goods
to the retail sector, serving over 50,000 retail locations
throughout the U.S.

FMC CORP: Commences Exchange Offer for 10-1/4% Sr. Secured Notes
FMC Corporation (NYSE: FMC) has commenced an exchange offer to
exchange up to $355,000,000 aggregate principal amount of its
10-1/4% Senior Secured Notes due 2009 that have been registered
under the Securities Act of 1933, as amended, for an identical
principal amount of its outstanding 10-1/4% Senior Secured Notes
due 2009 that were issued in a private placement on October 21,
2002.  The Company's registration statement relating to the
exchange offer became effective on March 18, 2003.

The exchange offer will expire on April 17, 2003, at 5:00 p.m.
New York City time unless extended by the Company.  No
additional proceeds will be raised in connection with the
exchange offer.

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

                         *     *     *

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

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

FOAMEX INT'L: Hosting Investor Conference Call Tomorrow
Foamex International Inc., (NASDAQ:FMXI) will host a dial-in
conference call tomorrow at 10:00 a.m. (EST), to discuss
Foamex's 2002 fourth quarter and full-year results. Individuals
can access the call by dialing 888-390-2576 (U.S. and Canada)
and 484-630-8116 (International).

   WHAT:            Foamex Investor Conference Call

   WHEN:            Tuesday, March 25, 2003 at 10:00 a.m. (EST)

   CALL NUMBER:     888-390-2576 (U.S. and Canada)
                    484-630-8116 (International)
                    Dial-in by 9:50 a.m. (EST)

                    Passcode: Foamex

                    Leader: Tom Chorman

   LIVE WEBCAST:    Available on

   REBROADCAST:     Tuesday, March 25, 2003 at 12:00 p.m. (EST)
                    through Tuesday, April 1, 2003 at 4:00 p.m.

   CALL NUMBER:     888-554-3821 (U.S. and Canada)
                    402-998-1399 (International)

                    Passcode: 0401

Foamex, headquartered in Linwood, PA, is the world's leading
producer of comfort cushioning for bedding, furniture, carpet
cushion and automotive markets. The Company also manufactures
high-performance polymers for diverse applications in the
industrial, aerospace, defense, electronics and computer
industries as well as filtration and acoustical applications for
the home. For more information visit the Foamex Web site at   

At September 29, 2002, Foamex's balance sheet shows a total
shareholders' equity deficit of about $157 million, as compared
to a deficit of about $181 million at December 31, 2001.

FOSTER WHEELER: Will Publish Q4 and FY 2002 Results Tomorrow
Foster Wheeler Ltd., (NYSE:FWC) plans to hold a conference call
on tomorrow at 11a.m. Eastern Standard Time, to discuss its
financial results for the fourth quarter and fiscal year ended
December 27, 2002.

The company expects to release the results on the same day,
before the market opens.

The call will be accessible to the public by telephone or
Webcast. To listen to the call by telephone in the United
States, dial (877) 692-2588 approximately 10 minutes before the
call. International access is available by dialing (973) 321-
1040. The conference call will also be available over the
Internet at or through StreetEvents at

A replay of the call will be available on the company Web site
as well as by telephone. To listen to the replay by telephone,
dial (877) 519-4471 or (973) 341-3080 (replay passcode 3820081
required), starting one hour after the conclusion of the call
through 8 p.m. Eastern on Tuesday, April 8, 2003. The replay can
also be accessed on the company Web site for two weeks following
the call.

Foster Wheeler Ltd., is a global company offering, through its
subsidiaries, a broad range of design, engineering,
construction, manufacturing, project development and management,
research and plant operation services. The corporation is
domiciled in Bermuda, and its operational headquarters are in
Clinton, N.J. For more information about Foster Wheeler, visit
their Web site at

                          *    *    *

As previously reported in Troubled Company Reporter, Standard &
Poor's Ratings Services lowered its corporate credit rating on
Foster Wheeler Ltd., to single-'B' from single-'B'-plus and
removed the rating from CreditWatch following the company's
announcement that it has reached agreement with its senior bank
lenders, leasing, and account receivable securitization lenders
on amended or new financing arrangements.

At the same time, Standard & Poor's withdrew its rating on the
company's $270 million revolving credit facility, which was
terminated. Additionally, Standard & Poor's assigned its double-
'B'-minus senior secured rating to Foster Wheeler's $71 million
term loan A, its single-'B'-plus senior secured rating to its
$149.9 million letter of credit facility, and its single-'B'
senior secured rating to its $68 million revolving credit
facility. The outlook is now negative.

At the same time, Standard & Poor's has heightened concerns that
the protracted lender negotiations (which had been in progress
since January 2002) may have eroded customer confidence, which
could affect backlog and new awards for the next several
quarters until clients are comfortable that the firm has
stabilized its operations and financial position. New awards may
be particularly challenging in the firm's energy equipment
group, given its exposure to the rapidly declining North
American power construction sector; the large cost overruns the
group experienced over the recent past; and its focus on fixed-
priced contracts, which typically include advanced payments from

Foster Wheeler Corp.'s 6.75% bonds due 2005 (FWC05USR1) are
trading at about 58 cents-on-the-dollar, DebtTraders says. See  
real-time bond pricing.

GLOBAL CROSSING: Urges Court to OK Pegasus Settlement Agreement
In September 2001, certain of the Global Crossing Debtors
entered into two separate Commitment Purchase Agreements with
Pegasus Telecom S.A. By entering into the CPAs, the GX Debtors
sought to:

    -- reduce the need to build out planned local and domestic
       networks by outsourcing Brazilian connectivity
       requirements to Pegasus;

    -- minimize the cost of access by securing a discount to
       market rates for all future purchases from Pegasus; and

    -- establish a long-term relationship with Pegasus, a
       company that at the time was controlled by the same
       parties that control Telemar, one of the largest fixed-
       line operators in Latin America.

Michael F. Walsh, Esq., at Weil Gotshal & Manges LLP, in New
York, explains that the provision of capacity and services under
the CPAs is subject to the terms and conditions of the Master
Services Agreements dated as of October 28, 2002 between Pegasus
and SAC Brasil Ltda. and Pegasus and South America Crossing and
Global Crossing Bandwidth Inc.

Pursuant to the CPA dated as of September 3, 2001 between
Pegasus and SAC, Mr. Walsh explains that SAC agreed to purchase
and Pegasus agreed to supply managed bandwidth capacity on
Pegasus' fiber network in Brazil.  The purchase price of the
capacity and services was equivalent to $26,000,000.  SAC
prepaid the non-refundable purchase price on September 28, 2001,
and credits for capacity and services actually rendered are
periodically taken against this amount.  As of December 31,
2002, SAC has drawn down $750,000 of its original purchase

Pursuant to the CPA dated as of September 3, 2001 between
Pegasus and GX Bandwidth, Mr. Walsh informs the Court that
Pegasus agreed to purchase and GX Bandwidth agreed to supply
managed bandwidth capacity on GX Bandwidth's international fiber
network.  The purchase price of the capacity and services was
$23,400,000 for rights in capacity and services from GX
Bandwidth and $2,600,000 for rights in capacity and services
from SAC.  Pegasus prepaid the non-refundable purchase price on
September 28, 2001, and credits for capacity and services
actually rendered are periodically taken against this amount.  
To date, Pegasus has drawn down $2,400,000 of its original
purchase commitment.  In addition, based on current commitments
and outstanding orders, Pegasus will consume an additional
$2,600,000 in products and services by December 31, 2003.

Due to the downturn in the economy, particularly in the
telecommunications sector, Mr. Walsh states that each of the
parties has reconsidered its own requirements for capacity and
services to be purchased from the other party.  On July 29,
2002, after extensive arm's-length negotiations, the Debtors and
Pegasus agreed to a settlement to amend the CPAs and the MSAs,
and executed a Memorandum of Understanding.  Pursuant to the
Settlement, the parties agreed to modify the amount of credit
available to GC and Pegasus against the original prepaid
purchase price under the CPAs from $26,000,000 to $5,000,000, to
extend the duration of the agreements, and to include a cross
default provision.

After arm's-length negotiations, on October 28, 2002, Mr. Walsh
relates that the parties executed the First Amendment to the
Commitment Purchase Agreement and Other Covenants, which
terminated the MOU and substantially incorporated its terms into
the CPAs.  In connection with the Amendment, on October 28, 2002
the parties executed a letter agreement.  The Letter Agreement
provides that, after Bankruptcy Court approval, the CPAs and
MSAs will be deemed obligations of the Debtors' bankruptcy
estate so that breach by the Debtors will give rise to an
administrative expense claim by Pegasus.

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

The salient terms of the Amendment are:

  A. Purchase Price: The prepaid purchase price of the capacity
     and services purchased under the CPAs and available as
     credits to both parties for capacity and services will be
     reduced from $26,000,000 to $5,000,000.  As a result of
     this modification and the capacity already taken down by
     each party, the Debtors will have $4,400,000 of capacity
     and services available to be drawn down, and Pegasus will
     have $2,600,000 of capacity and services available to be
     drawn down.  Based on current commitments and outstanding
     orders aggregating $2,600,000, Pegasus will have consumed
     its full $5,000,000 credit commitment by December 31, 2003.

  B. Term: The term for consumption of credits of capacity and
     services is revised from September 1, 2006 to December 31,

  C. Representations and Warranties:  GX acknowledges that
     Pegasus is entitled to reimbursement for certain taxes
     incurred for the period from September 3, 2001 until
     July 31, 2002 amounting to $238,057, which will be paid in
     three equal installments of $79,352.33 payable on the 15th
     of August, September and October 2002.

  D. Cross Default Provisions: The CPAs are amended so that
     defaults by a party under one CPA entitle the other party,
     subject to certain conditions, to suspend the provision of
     capacity and services under the other CPA for the duration
     of the disruption.

Mr. Walsh contends that the Amendment is fair and equitable and
falls well within the range of reasonableness as it enables the
parties to avoid unnecessary contract costs that would be
incurred if the parties were required to continue under the
initial terms and conditions of the CPAs.  Renegotiating the
original agreement to a more manageable level will allow the
Debtors to reduce the amount of capacity and services required
to be provided to Pegasus, thereby avoiding the necessity of
investing in the additional infrastructure that would be
required to comply with the terms of the CPA.  Additionally, the
Amendment enables the Debtors to maintain a good working
relationship with Pegasus.

Mr. Walsh believes that the continued operation of the Debtors
under the existing terms of the CPAs would result in the wasting
of both the Debtors' and Pegasus' resources.  In determining to
enter into the Settlement, the Debtors have reviewed and
considered all of the factors pertinent to the approval of a
compromise and settlement.  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 all parties from that which was originally
contemplated under the CPAs.  Absent authorization to enter into
the Amendment, the Debtors and Pegasus would be forced to expend
and consume unnecessary resources to maintain their operations,
a cost both parties seek to avoid through the implementation of
the Amendment.

Furthermore, the Debtors believe that they should continue its
business relationship with Pegasus.  Currently, Mr. Walsh
reports that the Debtors and Pegasus are involved in numerous
contractual agreements.  The inability to implement the terms of
the Amendment would cause a serious deterioration in the
Debtors' business relationship with Pegasus.  The Amendment will
help the Debtors foster a harmonious relationship with Pegasus,
which inures to the benefit of their estates.

By assuming the CPAs and MSAs in the context of the Settlement,
the Debtors:

    -- obtain the benefit of additional future services tailored
       to the current needs of the Debtors business by way of
       contract amendments contained in the Amendment;

    -- reduce the amount of capacity that they are required to
       provide Pegasus under the terms of CPA; and

    -- maintain a positive and beneficial relationship with
       Pegasus on a going forward basis. (Global Crossing
       Bankruptcy News, Issue No. 36; Bankruptcy Creditors'
       Service, Inc., 609/392-0900)

GLOBAL CROSSING: Launches Worldwide Network Managed Services
Global Crossing announced a new managed services offer to
deliver an unmatched service commitment to customers located
around the world. Global Crossing Managed Services can be
provided over the world's first integrated global IP-based
network, which reaches 27 countries and more than 200 major
cities globally. These services are also available in an
additional 16 countries through extended reach relationships,
providing consistent quality and reliability across all

Global Crossing Managed Services provides value-added pre-sales
engineering and CPE design, equipment procurement, provisioning
and installation, and network monitoring and management backed
by global SLAs. The service also provides ongoing end-to-end CPE
and network management and maintenance support for corporate
locations around the globe.

"Global Crossing has designed the framework to deliver managed
services with a discipline and commitment to service
unparalleled in the telecommunications industry," said Global
Crossing's chief executive officer John Legere. "It's a clear
demonstration of our commitment to addressing the business needs
of the marketplace."

Global Crossing Managed Services builds upon Global Crossing's
success in supporting more than 10,000 routers worldwide, which
includes support for more than 120 networks in the United

The Global Crossing Managed Services portfolio will initially
include support for frame relay, ATM and Internet access
services, with continued enhancements planned for additional
product offerings, including IP VPN in the second quarter, and
voice and video services in the latter half of 2003.

"Our managed services offering provides customers end-to-end
managed network solutions across the global platforms,
seamlessly combining CPE management capabilities with core
network operations," said Anthony Christie, Global Crossing's
senior vice president of product management. "By extending these
service capabilities globally, Global Crossing provides
centralized and standardized network operations, whereby
customers will benefit from consistent, single-point-of-contact,
global network support."

Global Crossing Managed Services places Global Crossing firmly
on a path toward addressing the increasing need for converged
applications, network solutions that integrate voice, video and
data onto single network platform. Management and support of
these evolving integrated services will include customer service
and support on a global scale.

"Global Crossing's cross-functional organizational model is
aligned today with products and services to address customer
needs globally, providing our customers with outstanding service
whether they are in Toledo, Tokyo or Turin," Christie said. "We
are well positioned to develop our current capabilities to meet
evolving customer needs for truly integrated services around the

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

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

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.

GOODYEAR TIRE: S&P Rates $3.3B Senior Secured Debts at BB+/BB-
Standard & Poor's Ratings Services assigned 'BB+' and 'BB-'
ratings to Akron, Ohio-based Goodyear Tire & Rubber Co.'s $3.3
billion of senior secured credit facilities, based on a review
of proposed terms and conditions.

At the same time, the 'BB-' corporate credit rating on the
company was affirmed. Tire manufacturer Goodyear has total debt
of about $5 billion. The ratings outlook is negative.

Goodyear is establishing three separate bank-financing
arrangements, each with largely separate collateral packages.
The proposed $3.3 billion credit facilities include a $1.3
billion asset-based loan facility, a $1.35 billion U.S.
facility, and a $650 million European facility.

"The differing ratings on Goodyear's proposed bank facilities
reflect our views of the varying levels of protection available
to the holders of each facility," stated Standard & Poor's
credit analyst Martin King.

The ABL facility is rated two notches above the corporate credit
rating, reflecting the very strong likelihood of full recovery
of principal in the event of default or bankruptcy given the
value of the collateral, close monitoring requirements, and
tight controls around usage of the facility. The facility
includes a $500 million revolving line of credit and an $800
million term loan maturing March 2006. Collateral is provided by
a first priority pledge of all U.S. and Canadian accounts
receivable and inventory (excluding joint venture assets).
Eligible accounts receivable quality is believed to be good.
Goodyear has a large, fairly diverse customer base made up of
automotive manufacturers and tire retailers, dealers, and
distributors. Several of Goodyear's largest customers are
investment-grade rated, although the bulk of the receivables are
from smaller companies that would not warrant investment-grade
ratings. Inventory is of good quality and the market is fairly
liquid. Inventory primarily consists of tires, other rubber
products, and commodity raw materials. A net liquidation value
was determined by an independent appraisal.

Advances under the ABL facility will be governed by a
conservative borrowing base that limits borrowings to 85% of
eligible accounts receivable, up to 65% of eligible finished
goods, and 35% of eligible raw materials. Work-in-process
inventory is excluded from the borrowing base. Periodic
reporting will be required to assess the value of the
collateral, and disbursements are to be controlled by the

The other U.S. and European facilities are rated the same as the
corporate credit rating, reflecting the likelihood of meaningful
recovery of principal in event of default, despite potentially
significant loss exposure. The U.S. facility consists of a $750
million revolving line of credit and a $600 million term loan
maturing April 2005. Collateral includes a second priority
security interest in the assets pledged to the ABL facility, a
first priority interest in certain tangible and intangible
assets, and a pledge of subsidiary stock, which together provide
some measure of protection to lenders. Nevertheless, collateral
protection is limited by the expected minimal residual value of
assets pledged to the ABL facility after covering ABL
outstandings; a limitation in various bond indentures on the
value of the pledge of manufacturing assets to 15% of the
company's net worth; and the likely significant deterioration of
subsidiary equity value in a default scenario. Intangible
assets, primarily Goodyear's trademark, are expected to retain
some value even in a default scenario due to the company's well-
recognized brand name.

The European facility consists of a $250 million revolving line
of credit and a $400 million term loan maturing April 2005. The
direct borrower will be a joint venture, majority owned by
Goodyear, that includes most of the company's European
operations. Collateral is provided by substantially all of the
assets of the joint venture including accounts receivable
(excluding those pledged under a $275 million securitization
program), inventory, real property, and equipment. Assets are
located in a number of European countries, including France,
which may limit recovery prospects due to legal constraints.
Assets were discounted to simulate a liquidation scenario under
distressed conditions. Although lenders should realize
meaningful recovery of principal, recovery is expected to be
insufficient to fully cover the loan facility.

Goodyear has reported very disappointing financial results for
the past four years owing to a number of factors including
competitive pricing conditions; product shortages; product mix
shifts; and depressed demand in key markets. Recent profit
pressures have been exacerbated by ineffective management of
inventory in the face of demand and product mix shifts,
primarily in the company's North American Tire (NAT) business

Standard & Poor's is concerned about the timely execution of
Goodyear's plan to improve profitability in its NAT operation.
Poor recent operating performance has diminished financial
flexibility and made the timing of long-term profit potential

Goodyear Tire & Rubber's 7.857% bonds due 2011 (GT11USR1) are
trading at about 68 cents-on-the-dollar, says DebtTraders. See  
real-time bond pricing.

GROUP MANAGEMENT: Mulls Possible Merger into a Clean Shell Corp.
Group Management Corp., (OTC BB: GPMT) updates its
reorganization plans. GPMT is moving towards becoming a
profitable company; the first step was taken by the filing of
the Chapter 11 Reorganization.

"During the reorganization we will aggressively seek out and
find all those who have created, or caused the shareholders of
GPMT to suffer a decline in their investment. We will expose all
naked short sellers, and market makers who have aided and
abetted the naked short sellers, and file the necessary
litigation to recover whatever damages awards the courts will
allow," the Company said in its news release Thursday.

                     The Company's Strategy

"We are currently evaluating the possibility of the merger of
GPMT into a wholly owned clean shell corporation and filing the
Form S-4 or SB-2 registration statement for the acquisition of
the assets of GPMT. The merged company will trade under a new
symbol and have a new CUSIP number and a new transfer agent. The
old shares of GPMT would have to be physically exchanged to
receive shares of the new company. More information will be
forthcoming regarding this strategy."

                   Possible Civil RICO Action

Legal counsel is currently consulting with several prominent
attorneys on initiating a Civil RICO action against responsible
parties for the decline in the market value of GPMT. The Civil
RICO action is especially potent in that it allows for an
immediate freeze of the assets of the culpable party. Potential
culpable parties appear to have acted in concert and appear to
have a pattern of culpability in the decline in market value of
numerous companies.

                    Message Board Postings

"We have received numerous inquiries concerning the information
being posted in various message boards. The company's official
reply is that the information being posted that attempts to
defame the company, management of the company, is false and
misleading and inaccurate. An investment decision should not be
made on the basis of postings on a message board."

HAWAIIAN AIRLINES: Files for Chapter 11 Protection in Hawaii
Hawaiian Airlines, Inc., a subsidiary of Hawaiian Holdings, Inc.
(Amex: HA; PCX), announced that, in order to complete a
restructuring process begun several months ago to restore the
company's long-term financial health, it has filed a voluntary
petition for reorganization under Chapter 11 of the U.S.
Bankruptcy Code. Hawaiian Holdings was not included in the
filing and will not be a part of the Chapter 11 process.

"It will be business as usual for the airline as we complete our
restructuring," said John W. Adams, chairman and chief executive
officer of Hawaiian Airlines. Adams said that the company hopes
to complete the restructuring and emerge from Chapter 11 in the

"In the meantime, tickets will be honored, maintenance and
service will continue at the highest levels, and our
HawaiianMiles program will continue to offer fliers significant
award benefits. Code-share agreements with partner airlines
should not be affected by the filing. Most importantly, customer
safety will remain our highest priority. We take great pride in
our 73-year record of safety, service and reliability, and we
intend to continue to build upon that record."

"This is a moment in time for our company," Adams said. "As the
travel experience on most other airlines is eroding, Hawaiian
Airlines has a unique opportunity to distinguish itself with its
premiere Hawaii service. While most airlines are cutting wages,
cutting flight schedules and cutting services, Hawaiian Airlines
is introducing new aircraft, new conveniences, new services and
new routes."

Adams said that the company has made significant progress since
it launched its restructuring efforts several months ago in
response to the dramatically changed operating environment after
9/11. "In addition to significant improvements in operating
efficiencies throughout our company, we have been successful in
working with the unions that represent the majority of our
employees and many of our vendors to lower operating costs and
create a more viable, competitive business model for the future.

"Despite our best efforts and extensive negotiations, however,
we have been unable to reach agreement with certain of our
aircraft lessors on reducing our lease rates to market levels,"
Adams said. "As a result, we felt we had no choice but to seek
the protection of the Bankruptcy Court while negotiations with
the lessors continue," Adams said.

Adams pointed to substantial progress made in achieving key
elements of the company's strategic plan. Since June, he said,
the airline has:

     -- Increased operating efficiency through the conversion to
        a new fleet of transpacific and inter-island aircraft.

     -- Lowered labor costs by approximately $15 million
        annually through productivity improvements in union

     -- Significantly reduced distribution costs while it
        improved efficiency and inventory management by
        eliminating paper tickets, inter-island coupons and
        conversion to an electronic processing system.

"Clearly we would have preferred to complete our restructuring
outside of the Bankruptcy Court, particularly in light of our
significant progress to date. A major element of our strategic
plan and the key to the future financial health of the company
is to mark our aircraft lease rates to market, but without the
support of certain of our aircraft lessors, we felt obliged to
protect the assets of the company, including the continued use
of our aircraft while the restructuring is finalized," Adams

He noted that the company has requested Court permission to
continue employee wage and benefit programs as usual. It has
also requested Court permission to continue customer programs,
including its HawaiianMiles frequent flyer program, pay fuel
vendors, hotels and other services without interruption and to
assume code-share, clearing house and interline airline

Vendors will be paid in the ordinary course for goods and
services provided after the filing date.

The company filed its voluntary petition in the U.S. Bankruptcy
Court for the District of Hawaii in Honolulu.

Founded in Honolulu 73 years ago, Hawaiian Airlines is Hawaii's
longest-serving and largest airline. The nation's 12th largest
airline, it is also the second-largest provider of passenger
service between the West Coast and Hawaii.

Hawaiian Airlines currently provides up to 30 nonstop daily
flights between nine cities on the U.S. mainland and Hawaii,
along with weekly service between Honolulu and American Samoa
and Tahiti. The airline also provides charter service between
Honolulu and Anchorage, Alaska. In addition, Hawaiian Airlines
is participating in the federal government's Civil Reserve Air
Fleet, transporting Armed Forces personnel between the U.S. and
points in the Pacific and Middle East.

Hawaiian Airlines takes great pride in its innovative onboard
service programs that highlight and promote the people and
culture of Hawaii. The airline has earned numerous international
awards for service in recent years, including the 2001 Zagat
Survey's award for Best Overall U.S. Airline in the Premier
category, and the 2001 Diamond Award for In-Flight Service from
Onboard Services magazine. Hawaiian Airlines was rated third
highest in "Travel & Leisure" magazine's most recent ranking of
the Top 10 U.S. Airlines. Additional information on Hawaiian
Airlines, including previously issued company news releases, is
available on the airline's Web site at

HAWAIIAN AIRLINES: Case Summary & 23 Largest Unsec. Creditors
Debtor: Hawaiian Airlines, Inc.
        3375 Koapaka Street, Suite G350
        Honolulu, Hawaii 96819     

Bankruptcy Case No.: 03-00817

Type of Business: Hawaiian Airlines Incorporated provides
                  primarily scheduled transportation of
                  passengers, cargo and mail. Flights operate
                  within the South Pacific and to points on the
                  west coast as well as Las Vegas.

Chapter 11 Petition Date: March 21, 2003

Court: District of Hawaii

Judge: Robert J. Faris

Debtor's Counsel: Lisa G. Beckerman, Esq.
                  Akin Gump Strauss Hauer & Feld LLP
                  590 Madison Avenue
                  New York, NY 10022

Total Assets: More than $100 Million

Total Debts: More than $100 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Wells Fargo Bank Northwest, Capital Lease of       $10,335,451       
NA                         Aircraft
79 So. Main Street
Salt Lake City, Utah 84111
Attn: Corp. Trust Services,
MAC: U1254-031
Tel: 801-245-5630
Fax: 801-246-5053

Panda Travel                Hull/Liability          $2,543,245
Jack Tsui
1017 Kapahulu Avenue
2nd Floor
Honululu, HI 96816
Tel: 808-734-1961
Fax: 808-732-4136

Aviation Airlines, Inc.     Trade Debt -- DC10      $2,200,000         
PO Box 70588                Maintenance             (estimated)
Chicago, IL 60673-0588      
Rick Koontz, Manager - M&E
Financial Analysis
Tel: 918-292-4479
Fax: 918-292-2717

Tesoro Hawaii Corporation   Fuel                    $1,800,000      
PO Box 3379                                         (estimated)
Honolulu, HI 96842
Danette Miyashiro
Tel: 808-547-3457
Fax: 253-835-3612

General Electric Capital    Bank Loan --            $1,454,270
Corp.                      DC9 Aircraft
Paul Bossidy - Pres. & CEO
Commercial Equipment
Customer Support and
Operations Center
40 Old Ridgebury Road
Danbury, CT 06810-5105

Pratt & Whitney             Trade Debt --           $1,400,000
400 Main Street             B767 Engine Maintenance
Mailstop 124-51
East Hartford, CT 06108
Tel: 860-565-2859
Fax: 860-565-9077

Delta Airlines, Inc.        Trade Debt --           $1,300,000        
PO Box 102509               B767 Maintenance Ground
Atlanta, GA 30368-0509      Handling

1030 Delta Blvd.
Dept. 981
Atlanta, GA 30354

Rolls Royce Deutschland     Trade Debt -- B717      $1,100,000      
GmbH                        Engine Maintenance
Tony Molyneux-Director
Eschenweg 11
D-15827 Dahlewitz
Tel: 703-621-2757
Fax: 703-709-2235

Transamerica Equipment      Bank Loan -- DCP          $949,437  
Financial Services Corp.     Aircraft              Security for
Dean Stubbe - Sr. VP                               DC9 Aircraft
5080 Spectrum Drive                                valued at
Suite 1100 West                                    $500,000  
Addison, TX 75001
Tel: 972-458-5971
Fax: 972-458-5959

Sabre, Inc.                 Trade Debt --            $840,000
Michelle Priller            Reservation
1 East Kirkwood Blvd.       Systems
South Lake, TX 76092
Tel: 817-264-8704
Fax: 817-264-8752

Associated Aviation         Workers Comp Ins.         $828,203
Underwriters, Inc.          1995-2000
Gekalyn Stortz              (Policy Audit)
51 JFK Parkway
Short Hills, NJ 07078
Tel: 973-379-0800
Fax: 973-379-0990

Honeywell                   Trade Debt - B717 and     $640,000
Cindy Bauerie-Credit Analyst
3520 W. Westmoor St.
South Bend, Indiana 46628
Tel: 480-592-4094
Fax: 877-793-1645

Starr Seigle McCombs        Trade Debt - Advertising  $570,000
Jack Bates - Chairman & CEO
1001 Bishop Street
Pacific Tower-19th Floor
Honolulu, HI 96813-3469
Tel: 808-524-5080
Fax: 808-523-7443

Hawaii Medical Service      Employee Health Insurance $550,000
Laura Bruns - Senior Account
PO Box 860
Honolulu, HI 96808
Tel: 808-948-6063

SBI and Company             Trade Debt - Revenue      $440,000
Kyle Johnstone
2825 E. Cottonwood Parkway
Suite 480
Salt Lake City, UT 84121
Tel: 801-733-3200
Fax: 801-733-3201

Hawaii Dental Service       Employee Dental          $420,000
Elaine Fujiwara - Sales     Insurance               (estimated)
700 Bishop Street, Suite 700
Honolulu, HI 96813
Tel: 808-529-9261
Fax: 808-529-9212

Wackenhut Corporation       Trade Debt Security       $400,000
Cherie Wright                                       (estimated)   
Credit Collections
PO Box 277469
Atlanta, GA 30384-7469
Tel: 561-691-6483
Fax: 561-691-6573

Hamilton Sunstand Power     717 Maintenance,          $350,000
Systems                    APU Maintenance         (estimated)
4400 Ruffin Road
PO Box 85757
San Diego, CA 92186-5757
Tel: 858-627-6208
Fax: 860-660-4247

Rockwell Collins, Inc.      767 Avionics              $340,000
Teresa Beyer --                                     (estimated)
   Contract Manager     
400 Collins Road NE    
Cedar rapids, IA 52498
Tel: 319-295-3899
Fax: 319-295-8745

AirTran Airways, Inc.       Loan Parts 717            $200,000

Mercury Air Group           Cargo Ground Handler      $188,000
Flight Safety Boeing        Trade Debt - Simulator    $170,000
                            Training                (estimated)

HEALTH MANAGEMENT: Executes Pact to Acquire Providence Assets
Health Management Associates, Inc., (NYSE: HMA) announced the
execution of a definitive agreement to acquire Providence Yakima
Medical Center, Yakima, Washington and Providence Toppenish
Hospital, Toppenish, Washington, a 289-bed acute care hospital
system.  The transaction is expected to close on or about
July 1, 2003, and this transaction represents the second and
third hospital acquisitions HMA has announced in fiscal year

"This two-hospital system represents a tremendous opportunity
for HMA to continue the mission of the Providence Health System,
and we are very excited about the opportunity to deliver high
quality health care services to a dynamically growing community
in and around the Yakima area," said Joseph V. Vumbacco,
President and Chief Executive Officer of Health Management
Associates.  "These two full-service hospitals, including the
service area's only open heart surgery program, serve a growing
service area with nearly 250,000 residents and represent
approximately $125 million in net patient service revenues.  The
Providence Yakima Medical Center has been serving this community
for more than 111 years, and it is our intent to continue the
tradition of delivering outstanding health care close to home
for the residents of Central Washington."

Providence Health System is a not-for-profit organization
sponsored by the Sisters of Providence religious community.
Providence fulfills their mission of caring and compassionate
health care delivery through the operation of 19 hospitals in
Alaska, Washington, Oregon and California.

HMA is the largest operator of non-urban general acute care
hospitals in communities situated throughout the United States.  
HMA has generated 14 years of uninterrupted operating earnings
growth and upon completing this transaction, will operate 46
hospitals in 15 states with 6,326 licensed beds.
Health Management Associates' 0.250% bonds due 2020 are
currently trading at about 67 cents-on-the-dollar.

HEALTHSOUTH CORP: Healthcare Realty Discloses $276.3MM Exposure
In response to inquiries regarding announcements related to
Healthsouth Corporation, Healthcare Realty Trust Incorporated
(NYSE: HR) provides the following information on its facilities
leased to Healthsouth.

Healthcare Realty Trust owns 27 facilities that are operated by
Healthsouth of which 25 are master leases and two are multi-
tenanted facilities in which Healthsouth is a tenant providing
surgery, diagnostic and related services. Total investment in
these facilities is $276.3 million, which includes $49.5 million
in five ancillary hospital facilities, $17.1 million in five
ambulatory surgery centers, $41.9 million in four comprehensive
ambulatory care centers, $156.5 million in nine inpatient
rehabilitation facilities, and $11.3 million in four outpatient
rehabilitation facilities. Revenue related to the Healthsouth
properties for the twelve-month period ending December 31, 2002
totaled $25.1 million or approximately 13% of the Company's
total revenue. With the exception of two, all master leases with
Healthsouth contain a cross-default provision. No significant
maturities in master leases occur until 2009, and maturities
thereafter occur through 2014. The average age of the facilities
is 13.4 years. Healthcare Realty Trust has no reason to believe
that the operations of the properties will not support the
rental obligations of Healthsouth.

Healthcare Realty Trust is a real estate investment trust that
integrates owning, managing and developing income-producing real
estate properties associated with the delivery of healthcare
services throughout the United States. The Company's portfolio
is comprised of nine major facility types, located in 28 states
nationwide, and operated pursuant to contractual arrangements
with 60 healthcare providers. The Company has investments of
approximately $1.6 billion in 221 real estate properties or
mortgages, totaling approximately 11 million square feet. The
Company provides property management services to more than five
million square feet nationwide.

                       *      *      *

As reported in Troubled Company Reporter's March 7, 2003
edition, Standard & Poor's Ratings Services lowered its
corporate credit and senior unsecured ratings on HEALTHSOUTH
Corp. to 'BB-' from 'BB'. At the same time, the subordinated
rating was lowered to 'B' from 'B+'. The downgrade reflects the
company's weaker-than-expected operating results and the
announcement of significant charges taken in the fourth quarter
of 2002.

The ratings remain on CreditWatch with negative implications,
where they were placed August 27, 2002. The CreditWatch
placement reflects the company's uncertain liquidity position as
it seeks an amendment on its bank facility.

HEALTHSOUTH CORP: NYT Says New Financing Needed in Two Weeks
Riva D. Atlas, writing for The New York Times, says that
HealthSouth must secure new financing within the next two weeks
or will tumble into chapter 11, citing unnamed bankers and

The Bankers tell Ms. Atlas that they are trying to arrange a
loan to pay off $354 million of convertible bonds coming due on
April 1.  One lender told Ms. Atlas it was "a close call" as to
whether the banks would be willing to make a loan without the
company's first filing for bankruptcy.

When the news about HealthSouth overstating earnings by $1.4
billion and overstating assets by $800 million hit the wires
last week, HealthSouth's Bank Lenders pulled the plug on a $1.25
billion credit facility.  

Data obtained from http://www.LoanDataSource.comshows that  
Healthsouth Corporation is the Borrower under a CREDIT AGREEMENT
dated as of June 14, 2002 with:

     * JPMORGAN CHASE BANK, as Administrative Agent;
          Syndication Agent;
     * SCOTIABANC, INC. and
          as Co-Documentation Agents;
     * BANK OF AMERICA, N.A., as Senior Managing Agent; and
       a syndicate of Lenders comprised of:
     * UBS AG, Stamford Branch,
     * ScotiaBanc Inc.,
     * Deutsche Bank Trust Company Americas,
     * Bank of America, N.A.,
     * Fleet National Bank,
     * Citicorp USA, Inc.,
     * National City Bank of Kentucky,
     * The Bank of Tokyo-Mitsubishi, Ltd.,
     * Mizuho Corporate Bank, Ltd.,
     * U.S. Bank, NA,
     * Comerica Bank,
     * Commercebank, N.A., and
     * Hibernia National Bank.

That $1,250,000,000 credit facility also provided HealthSouth
with financial support for $100,000,000 of letters of credit.  

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

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

INSILCO TECH: Committee Turns to Traxi LLC for Financial Advice
The Official Committee of Unsecured Creditors of the chapter 11
cases of Insilco Technologies, Inc., and its debtor-affiliates,
asks for permission from the U.S. Bankruptcy Court for the
District of Delaware to retain Traxi LLC as Financial

The Committee anticipates Traxi to provide:

     a) financial analysis related to the proposed cash
        collateral financing motion and other first day motions
        including assistance in negotiations, attendance at
        hearings, and testimony;

     b) review of all financial information prepared by the
        Debtors or its consultants as requested by the Committee
        including, a review of Debtors financial statements as
        of the filing of the petition, showing in detail all
        assets and liabilities and priority and secured

     c) monitoring of the Debtors activities regarding cash
        expenditures, receivable collections, asset sales and
        projected cash requirements;

     d) attendance at meetings including the Committee, the
        Debtors, creditors, their attorneys and consultants,
        Federal and state authorities, if required;

     e) review of Debtors' periodic operating and cash flow

     f) review of Debtors' books and records for intercompany
        transactions, related party transactions, potential
        preferences, fraudulent conveyances and other potential
        prepetition investigations;

     g) any investigation that may be undertaken with respect to
        the prepetition acts, conduct, property, liabilities and
        financial condition of the Debtors, its management,
        creditors including the operation of their businesses,
        and as appropriate, avoidance actions;

     h) review of any business plans prepared by the Debtors or
        its consultants;

     i) review and analysis of proposed transactions for which
        the Debtors seek Court approval;

     j) assistance in a sale process of the Debtors collectively
        or in segments, parts or other delineations, if any;

     k) assist the Committee in developing, evaluation,
        structuring and negotiating the terms and conditions of
        all potential plans of reorganization;

     l) estimate the value of the securities, if any, that may
        be issued to unsecured creditors under any such plan;

     m) expert testimony on the results of our findings;

     n) analysis of potential divestitures of the Company's

     o) if requested, assist the Committee in developing
        alternative plans including contacting potential plan
        sponsors; and

     p) provide the committee with other and further financial
        advisory services with respect to the Company, including
        valuation, general restructuring and advice with respect
        to financial, business and economic issues, as may arise
        during the course of the restructuring as requested by
        the Committee.

The Company agrees to pay Traxi as compensation for its services
to the Committee with:

     a) an financial advisory fee of $50,000 per month for a      
        period not to exceed 5 months;

     b) a Transaction Fee of 1.0% of Aggregate Consideration

     c) to the extent services are required after the five-month
        period, Traxi's billing shall revert to an hourly basis,
        which are:

          Partners                $400 - $550 per hour
          Managers/Directors      $275 - $400 per hour
          Associates/Analysts     $125 - $275 per hour

Insilco Technologies, Inc., a leading global manufacturer and
developer of highly specialized electronic interconnection
components and systems, serving the telecommunications, computer
networking, electronics, automotive and medical markets, filed
for chapter 11 petition on December 16, 2002 (Bankr. Del. Case
No. 02-13672).  Pauline K. Morgan, Esq., Sharon M. Zieg, Esq.,
Maureen D. Luke, Esq., at Young, Conaway, Stargatt & Taylor and
Constance A. Fratianni, Esq., Scott C. Shelley, Esq., at
Shearman & Sterling represent the Debtors in their restructuring
efforts.  When the Debtors filed for protection from its
creditors, it listed $144,263,000 in total assets and
$611,329,000 in total debts.

INTERPOOL INC: Will Pay Cash Dividend for First Quarter 2003
Interpool, Inc., (NYSE: IPX) will pay a cash dividend of $.0625
cents per share for the first quarter of 2003. The dividend will
be payable on April 15, 2003 to shareholders of record on
April 1, 2003. The aggregate amount of the dividend is expected
to be approximately $1,700,000. The amount of the quarterly
dividend is based on an indicated annualized dividend rate of 25
cents per share.

Interpool is one of the world's leading suppliers of equipment
and services to the transportation industry. It is the world's
largest lessor of intermodal container chassis and a world-
leading lessor of cargo containers used in international trade.
Interpool operates from over 240 locations throughout the world.

As reported in Troubled Company Reporter's March 11, 2003
edition, Fitch Ratings affirmed Interpool, Inc.'s 'BBB' senior
secured debt, 'BBB-' senior unsecured debt, and 'BB+' preferred
stock ratings. The Rating Outlook is Stable. Approximately $507
million of outstanding debt securities is covered by Fitch's

J.CREW GROUP: Feb. 1 Net Capital Deficit Balloons to $383 Mill.
J.Crew Group, Inc., announced financial results for the fourth
quarter and fiscal year ended February 1, 2003.  Revenues for
the fourth quarter of fiscal 2002 were $241.8 million compared
to $246.7 million last year.  Comparable store sales declined
7.5%, and net sales in the Direct division decreased 6.2% for
the period.  Net loss was $11.7 million versus net income of
$6.7 million in the comparable period of 2001.  The fourth
quarter of 2002 includes pre-tax charges for severance and other
one-time employment related costs of $7.7 million.  Earnings
before interest, taxes, depreciation and amortization (EBITDA)
was $16.2 million compared to $31.6 million last year.

Revenues for the 52 weeks ended February 1, 2003 were $766.4
million versus $777.9 million in fiscal 2001.  Comparable store
sales declined 10.4%, and net sales in the Direct division
decreased 4.0% for the year.  Net loss was $31.6 million versus
a net loss of $11.0 million in 2001.  Full year results include
pre-tax charges for severance and other one-time employment
related costs of $13.7 million in 2002 and $3.2 million in 2001.  
Earnings before interest, taxes, depreciation and amortization
(EBITDA) was $39.0 million compared to $53.3 million last year,
which was in line with expectations of $53 million, ex-severance
and other one-time employment related costs.

In January 2003, Millard S. Drexler, former CEO of Gap, Inc.,
was appointed Chairman and CEO.  In addition, Jeff Pfeifle,
former Executive Vice-President at Old Navy was named President.  
Mr. Drexler and Texas Pacific Group each invested $10 million,
which added a net $10 million of liquidity to the Company after
severance and other one-time employment related charges.  The
Company also negotiated a new $180 million revolving credit
facility with Congress Financial Corporation, which extends
through December 2005.

The Company's February 1, 2003 balance sheet shows a total
shareholders equity deficit of about $383 million, up from a
deficit of about $319 million recorded in the year-ago period.

"Given our difficult sales trend throughout 2002, we exercised
tight control over costs and inventories," said Scott Rosen,
J.Crew's Chief Financial Officer.  "Despite the decrease in
sales, EBITDA was equal to last year before the one time
employment related charges.  In 2003, we'll continue to manage
the business conservatively as our new management team focuses
on rejuvenating the J.Crew brand.  We reduced our capital
expenditure plan for 2003 and continue to execute ongoing
expense reductions."

J.Crew Group, Inc., is a leading retailer of men's and women's
apparel, shoes and accessories.  As of March 1, 2003, the
Company operated 152 retail stores, the J.Crew catalog business,, and 42 factory outlet stores.

JAG MEDIA: Bankruptcy Filing Likely if Fund-Raising Efforts Fail
It was originally the intention of Jag Media Holdings Inc., to
increase subscription revenues through international expansion
and increased awareness of its U.S. web site. In addition,
commensurate with the establishment of JAGfn Broadband L.L.C.,
effective August 1, 2000 the Company began focusing much of its
efforts on the establishment of its webcasting or real time
streaming video programming through its web site. It was the
Company's hope that this additional service would have provided
its primary source of revenues in the form of advertising income
on a going forward basis and that subscription income would have
been ancillary to its operations as a whole. However, during the
year ended July 31, 2001, Jag Media halted its international
expansion plans and did not receive any advertising income in
connection with its real time streaming video programming. As a
result of this change in focus, the Company suffered a
significant decrease in subscription revenues. Jag Media has
once again re-focused its efforts on building the awareness of
its JAGNotes product and its web site in an attempt to increase
subscription revenues.

While its revenues do include revenues from other sources, such
as advertising, these other revenues are not material to Jag
Media operations as a whole. In addition, the Company did not
generate any significant revenues from its subsidiary JAG
Company Voice LLC during the six months ended January 31, 2003.
Company Voice was formed to provide production and distribution
services to small and medium sized publicly traded companies.

The Company's revenues primarily consist of subscription
revenues from annual, semi-annual, quarterly and monthly
subscriptions relating to its product "JAGNotes." JAGNotes is a
daily consolidated investment report that summarizes newly
issued research, analyst opinions, upgrades, downgrades, and
analyst coverage changes from various investment banks and
brokerage houses. Until May 1999, JAGNotes was faxed to a
limited audience of financial professionals at an average
monthly charge of $150. During the year ended July 31, 1999, Jag
Media began the process of changing its focus to also include
the retail investor by providing a variety of investment
information including, but not limited to, JAGNotes through its
web site. During the six months ended January 31, 2003,
subscription revenues decreased as compared to the six months
ended January 31, 2002 with total subscription revenues for the
comparable periods of approximately $241,000 and $402,000,

The Company suffered a net loss of approximately $1,200,000
during the six months ended January 31, 2003 as compared to a
net loss of approximately $2,226,000 during the six months ended
January 31, 2002.

Jag Media Holdings only generated revenues of approximately
$241,000 and $402,000 and incurred net losses of approximately
$1,200,000 and $2,226,000 during the six months ended January
31, 2003 and 2002, respectively. Net losses include noncash
charges for, among other things, the depreciation of equipment,
the  amortization of unearned compensation, the amortization of
capitalized web site development costs and the issuance of
common stock and stock options in exchange for services.
Although the Company had net noncash charges totaling
approximately $624,000 and $1,477,000 for the six months ended
January 31, 2003 and 2002, respectively, it still had cash flow
deficiencies from operating activities of approximately
$1,363,000 and $644,000 for the six months ended January 31,
2003 and 2002, respectively. In addition, Jag Media believes
that it will continue to incur net losses and cash flow
deficiencies from operating activities through at least January
31, 2004. These matters raise substantial doubt about its
ability to continue as a going concern.

Jag Media indicates a belief that, in the absence of a
substantial increase in subscription revenues, it is probable
that it will continue to incur losses and negative cash flows
from operating activities through at least January 31, 2004 and
that it will need to obtain additional equity or debt financing
to sustain  operations until it can successfully market its
services, expand its customer base and achieve profitability.

The Company believes that it will be able to generate sufficient
revenues from its remaining facsimile transmission and web site
operations and obtain sufficient financing from its 2002 Equity
Line Agreement or through other financing agreements to enable
it to continue as a going concern through at least January 31,
2004. However, if it cannot generate sufficient revenues and/or
obtain sufficient additional financing, if necessary, by that
date, the Company indicates that it may be forced thereafter to
restructure its operations, file for bankruptcy or entirely
cease its operations.

JAMES CABLE: Misses February Interest Payment on 10-3/4% Notes
James Cable Partners, L.P., announced that, due to the current
financial condition and liquidity position of Company, the
Company failed to pay the $5.375 million interest payment due
February 15, 2003 on its 10-3/4% Notes due August 15, 2004.
Moreover, because the Company failed to pay such interest
payment on the Notes by March 18, 2003, an event of default
under the Indenture under which the Notes were issued has
occurred. Consequently, either the trustee under the Indenture
governing the Notes, or the holders of 25% in principal amount
of the Notes now outstanding, could declare such Notes to be
immediately due and payable.

It is to be noted that the event of default under the Indenture
also constitutes an event of default under the Company's senior
credit facility. In addition, the Company does not expect to be
in compliance with the senior credit facility's senior debt
coverage ratio on March 31, 2003 when that ratio decreases from
2.2-to-1 to 2.1-to-1. Such defaults could lead to an
acceleration of payment demand by the Company's senior creditor.
Acceleration of payment demands by the Company's creditors would
have a material adverse effect on the Company's operations,
liquidity and capital resources, and would require the Company
to seek restructuring through a Chapter 11 bankruptcy
reorganization. The Company is otherwise paying its day-to-day

The Company has retained Financo Restructuring Group as a
financial advisor to consider options relating to refinancing
and restructuring its existing debt. In this role, Financo has
begun discussions with the Company's senior lender and certain
holders of the Company's subordinated debentures to pursue a
consensual restructuring of the Company's debt. The Company
anticipates that it will be necessary to effect such
restructuring under the provisions of the federal bankruptcy
laws. In the event that any of the Company's outstanding debt is
declared immediately due and payable, the Company would not be
able to pay such amounts and would seek to reorganize under the
provisions of the federal bankruptcy laws.

James Cable Partners, L.P., which is based in Bloomfield Hills,
Michigan, has approximately 64,000 subscribers in rural markets
in nine states.

KMART CORP: Hires Stuart Maue to Evaluate Fee Applications
On December 19, 2002, the Court directed the Joint Fee Review
Committee, appointed in Kmart Corporation's chapter 11 cases, to
retain an additional member.  The Joint Fee Review Committee
needs another non-voting member to assist with the evaluation of
fee applications in these cases.

Consequently, in February 2003, a subcommittee of the Joint Fee
Review Committee comprised of representatives of the U.S.
Trustee, the Debtors and the Official Financial Institutions'
Committee reviewed several proposals submitted by potential
additional members.  At the meeting held on March 3, 2003, the
Joint Fee Review Committee unanimously selected Stuart, Maue,
Mitchell & James, Ltd. as the new member upon the recommendation
of the subcommittee.

Thus, the Debtors seek the Court's authority to employ Stuart
Maue on the Joint Fee Review Committee's behalf. The Joint Fee
Review Committee has determined that Stuart Maue is best suited
provide the needed assistance.

Stuart Maue is a St. Louis, Missouri company engaged in legal
auditing.  For over 18 years, Stuart Maue has performed
thousands of legal audits throughout the United States involving
hundreds of millions of dollars in legal fees and expenses.  
Stuart Maue has also assisted fee review committees in a number
of Chapter 11 cases.

The Debtors advise the Court that the Joint Fee Review Committee
will be the one to determine the scope of services to be
provided by Stuart Maue.  The Debtors relate that the third
interim fee applications for most applicants were due for filing
on March 17, 2003 and the Joint Fee Review Committee has begun
its evaluation of the fee applications.  The Debtors inform the
Court that Stuart Maue's methodology for analyzing professional
fees, disbursements and expenses submitted in bankruptcy fee
applications includes several related activities:

   (i) reconciliation of hours/fees and expenses indicated in
       the fee application -- that is, recalculation of bills;

  (ii) analysis of professional fee activities;

(iii) analysis of disbursements and expenses; and

  (iv) if appropriate, reconciliation of outside charges with
       vendor receipts.

The Debtors propose to compensate Stuart Maue for its services
in accordance with the firm's current hourly rates:

                   Professional            Rate
                   ------------            ----
                   legal auditors          $275
                   systems personnel        175
                   data entry personnel      45

However, Stuart Maue has agreed that the total billed amount
will not exceed 0.5% of the total fees and expenses reviewed.  
Stuart Maue will also be reimbursed for expenses on a direct-
cost basis.

James P. Quinn, Executive Vice-President and Chief Operating
Officer of Stuart Maue, attests that the firm and its staff do
not hold or represent any interest adverse to that of the
Debtors, creditors, any party-in-interest, their
representatives, or the Office of the U.S. Trustee.  Stuart Maue
is a disinterested person within the meaning of Section 101(14)
of the Bankruptcy Code. (Kmart Bankruptcy News, Issue No. 50;
Bankruptcy Creditors' Service, Inc., 609/392-0900)

DebtTraders reports that Kmart Corp.'s 9.000% bonds due 2003
(KM03USR6) are trading at about 15 cents-on-the-dollar. See  
real-time bond pricing.

LB-UBS COMM'L: Fitch Assigns Low-B Ratings to 6 Classes of Notes
LB-UBS Commercial Mortgage Trust, series 2003-C1, commercial
mortgage pass-through certificates are rated by Fitch Ratings as

          --$110,000,000 class A-1 'AAA';
          --$180,000,000 class A-2 'AAA';
          --$105,000,000 class A-3 'AAA';
          --$537,549,000 class A-4 'AAA';
          --$203,986,000 class A-1b 'AAA';
          --$25,714,000 class B 'AA+';
          --$25,713,000 class C 'AA';
          --$20,571,000 class D 'AA-';
          --$18,856,000 class E 'A+';
          --$17,143,000 class F 'A';
          --$18,856,000 class G 'A-';
          --$1,371,385,381 class X-CL'AAA';
          --$1,236,577,000 class X-CP'AAA';
          --$18,857,000 class H 'BBB+';
          --$11,999,000 class J 'BBB';
          --$10,286,000 class K 'BBB-';
          --$18,856,000 class L 'BB+';
          --$6,857,000 class M 'BB';
          --$6,857,000 class N 'BB-';
          --$10,286,000 class P 'B+';
          --$5,142,000 class Q 'B';
          --$5,143,000 class S 'B-'.

Classes A-1, A-2, A-3, A-4, B, C, D, E, F and G are offered
publicly, while classes A-1b, X-CL, X-CP, H, J, K, L, M, N, P,
Q, and S and are privately placed pursuant to rule 144A of the
Securities Act of 1933. The certificates represent beneficial
ownership interest in the trust, primary assets of which are 114
fixed-rate loans having an aggregate principal balance of
approximately $1,371,385,381, as of the cutoff date.

LIBERTY MEDIA: Will Publish Supplemental Q4 Fin'l Info. Tomorrow
Liberty Media Corporation (NYSE: L, LMC.B) said it will release
Fourth Quarter 2002 Supplemental Financial Information tomorrow
not Friday, March 28, 2003, as previously announced. You are
invited to participate in Liberty's conference call, which will
begin at 5:00 p.m. (ET). Robert Bennett, Liberty Media's
President and CEO, will host the call.

Please call Premiere Conferencing at (719) 457-2622 at least 10
minutes prior to the call so that we can start promptly at 5:00
p.m. (ET). You will need to be on a touch-tone telephone to ask
questions. The conference administrator will give you
instructions on how to use the polling feature. Questions will
be registered automatically and queued in the proper sequence.

Replays of the conference call can be accessed from 8:00 p.m.
(ET) on March 25, 2003 through 5:00 p.m. (ET) April 1, 2003, by
dialing (719) 457-0820 plus the pass code 792714#.

In addition, the conference call will be broadcast live across
the Internet. All interested persons should visit Liberty
Media's web site at  
register for the web cast. Links to the press release will also
be available on the Liberty Media web site.

Liberty Media Corporation (NYSE: L, LMC.B) owns interests in a
broad range of video programming, broadband distribution,
interactive technology services and communications businesses.
Liberty Media and its affiliated companies operate in the United
States, Europe, South America and Asia with some of the world's
most recognized and respected brands, including Encore, STARZ!,
Discovery, QVC and Court TV.

Liberty Media Corp.'s 4.000% bonds due 2029 are presently
trading at about 58 cents-on-the-dollar.

MAGELLAN HEALTH: Asks Court to Fix Procedures to Preserve NOLs
According to Stephen Karotkin, Esq., at Weil, Gotshal & Manges
LLP, in New York, the net operating loss or NOL carryforwards
are among the most valuable assets of the Magellan Health
Debtors' estates.  Magellan and its domestic corporate
subsidiaries file a U.S. consolidated federal income tax return.  
As of September 30, 2002, the Magellan Group had NOL
carryforwards for federal income tax purposes amounting to
$720,000,000.  The NOLs are valuable because the Internal
Revenue Code permits a corporation to carry forward NOLs to
offset future income, thereby reducing the corporation's tax
liability in future periods.

Based on current projections, the Debtors expect to have
substantial income, which may be offset by any NOL carryforwards
surviving the Debtors' reorganization in bankruptcy so as to
reduce their future federal income tax liability.

Mr. Karotkin reports that even after taking into account the
impact of any cancellation of debt, as currently contemplated by
the Debtors' plan of reorganization, the Debtors' NOL
carryforwards translate into potential future tax savings for
the Debtors totaling $72,000,000 based on a corporate federal
income tax rate of 35%.  These savings will enhance the Debtors'
cash position and significantly contribute to the Debtors'
efforts toward a successful reorganization.

Mr. Karotkin admits that the ability of the Debtors to use their
NOL carryforwards is subject to certain statutory limitations.
One limitation is contained in Section 382 of the Bankruptcy
Code, which provides that, if a corporation undergoes a change
of ownership, the corporation's ability to use its NOLs and
certain other tax attributes to offset future income is limited
to the extent set forth in Section 382.  For this purpose, a
change of ownership occurs when the percentage of a
corporation's equity held by one or more 5% shareholders
increases by more than 50 percentage points over the lowest
percentage of stock owned by the shareholders at any time during
a three-year rolling testing period.  This change of ownership
prior to confirmation of the Plan would effectively eliminate
the Debtors' ability to utilize their NOL carryforwards.

Mr. Karotkin relates that the limitations imposed by Section 382
in the context of a change of ownership pursuant to a confirmed
Chapter 11 plan are significantly relaxed as a result of two
alternative beneficial rules.  Under this rule, if a corporation
undergoes an ownership change pursuant to a Chapter 11 plan, the
value of the corporation used to determine the Section 382
limitation would reflect the increase in the Debtors' value
resulting from any surrender or cancellation of creditors'
claims under the plan.  The effect of this rule would be a
higher annual limitation than would otherwise result.  Under the
other possible rule, there would be no annual limitation if,
pursuant to a confirmed Chapter 11 plan, shareholders or certain
"qualified" creditors receive at least 50% of the stock of the
reorganized company, although the company's NOLs would be
reduced by the amount of interest deductions for interest paid
or accrued during the prior three years with respect to debt
exchanged under the plan.

The Debtors may seek to avail themselves of the special relief
afforded by Section 382 for changes in ownership under a
confirmed Chapter 11 plan.  Mr. Karotkin is concerned that there
is a danger, however, that the Debtors could lose the
substantial benefits of their NOL carryforwards prior to their
emergence from Chapter 11 if a premature ownership change occurs
as a result of the trading of shares by Magellan stockholders.  
Accordingly, consistent with the automatic stay in these cases,
the Debtors need the ability to preclude certain transfers of
Magellan stock to assure that a 50% change of ownership does not
occur prior to the effective date of a Chapter 11 plan in these

Accordingly, the Debtors sought and obtained the Court's
authority, pursuant to Sections 362 and 105(a) of the Bankruptcy
Code, to establish procedures to notify holders of common stock
and preferred stock of Magellan of the injunction prohibiting
the ownership of the stock above a certain threshold and the
notification procedures that must be satisfied at least 20 days
before the transfer of Magellan stock by shareholders who
already own stock above a certain threshold.

Specifically, to ensure that they receive the full benefits of
the automatic stay, the Debtors will advise shareholders that:

  A. Any person and any entity within the meaning of Section 382
     is stayed, prohibited, and enjoined, pursuant to Sections
     362 and 105(a) of the Bankruptcy Code:

     1. in the case of a person or Entity who does not own any
        class of Stock, or who owns less than 4.75% of each
        class of Stock, from purchasing, acquiring, or otherwise
        obtaining Ownership of an amount of any class of Stock
        which, when added to the person's or Entity's total
        Ownership of the class of Stock, if any, equals or
        exceeds 4.75% of the class of Stock; or

     2. in the case of a person or Entity who owns at least
        4.75% of any class of Stock, from purchasing, acquiring,
        or otherwise obtaining Ownership of any additional
        shares of Stock.

  B. If a person or Entity who owns at least 4.75% of any class
     of Stock propose to transfer Ownership of any share of the
     Stock, then the person or Entity, and any other person or
     Entity who by reason of the transaction would obtain
     Ownership of the share of Stock, must, at least 20 days
     before any the transaction, file with this Court and serve
     on the Debtors and their attorneys a notice.  The
     prospective transferee will join in the filing or may make
     a separate filing.  The Debtors will then have 20 days
     after receipt of a joint filing or, in the event of
     separate filings, the later of the filings to object to the
     transaction.  If the Debtors file an objection, then the
     transaction will not be effective unless approved by a
     final and non-appealable Court order.  If the Debtors
     do not object within the 20-day period, then the
     transaction may proceed solely as set forth in the notice.
     Further transactions within the scope of this paragraph
     must be the subject of additional notices with an
     additional 20-day waiting period.  If the Debtors
     voluntarily advise the person or Entity in writing prior to
     the 20th day that they do not object, the person or Entity
     may proceed with the proposed transaction.

  C. The Debtors may waive, in writing, any restrictions and
     stays contained in this Motion. (Magellan Bankruptcy News,
     Issue No. 3: Bankruptcy Creditors' Service, Inc., 609/392-

MARINER HEALTH: Greenlight Capital Discloses 7.8% Equity Stake
Greenlight Capital, L.L.C. ad Mr. David Einhorn are the
beneficial owners of 1,562,929 shares of the common stock of
Mariner Health Care, Inc.  Greenlight and Mr. Einhorn are the
beneficial owners of 7.8% of the outstanding shares of the
Company's common stock. This percentage is determined by
dividing 1,562,929 by    20,000,000, the number of shares of
common stock issued and outstanding as of November 12, 2002, as
reported in Mariner Health Care's quarterly report on Form 10-Q
filed November 14, 2002.

Greenlight has the sole power to vote and dispose of the
1,562,929 shares of common stock beneficially owned by it. As
the principal of Greenlight, Mr. Einhorn may direct the vote and
disposition of the 1,562,929 shares of common stock beneficially
owned by Greenlight.

METATEC INT'L: Dec. 31 Net Capital Deficit Slides-Up to $10 Mil.
Metatec International, Inc., (OTCBB:META) announced its year-end
and fourth quarter 2002 results and reviewed progress made on
its strategic transition to a niche provider of supply chain
services. Results showed significant improvement compared to the
prior year.

Revenue from continuing operations for the year ended Dec. 31,
2002, was $49.7 million compared to $67.5 million for the year
ended Dec. 31, 2001. Revenue from continuing operations for the
fourth quarter ended Dec. 31, 2002, was $12.4 million compared
to $17.8 million for the fourth quarter ended Dec. 31, 2001. The
decrease in revenues was attributable to overcapacity and severe
price competition in the CD-ROM manufacturing market, a weaker
economy, the sale of its European facility and management's
continued emphasis during 2002 to reduce the number of low-
margin disc manufacturing customers.

Operations resulted in a loss from continuing operations before
income taxes of $1.6 million for the year ended Dec. 31, 2002,
compared to a loss from continuing operations before income
taxes of $26.4 million for the year ended Dec. 31, 2001. The
2002 results included impairment of goodwill and assets and
other restructuring charges of $402,000 compared to $17.7
million for the year ended Dec. 31, 2001. The 2002 charges
related to workforce reductions at the company's Dublin
facilities. The 2001 charges were primarily related to the
closure of its Silicon Valley manufacturing facility and write
downs in Dublin, which charges were primarily incurred during
the fourth quarter of 2001. Cash flow from operations was $5.3
million in 2002, compared to $4.7 million for the year ended
Dec. 31, 2001.

For the fourth quarter ended Dec. 31, 2002, operations resulted
in profit from continuing operations before income taxes of
$425,000 compared to a loss from continuing operations before
income taxes of $19.2 million for the same quarter of the prior
year. The fourth quarter 2002 results included restructuring
costs in the total amount of $402,000 compared to a charge for
impairment of goodwill and other restructuring costs of $17.2
million in the same quarter of 2001.

Operations resulted in a loss after taxes of $2.3 million, or 35
cents per basic and diluted share, for the year ended Dec. 31,
2002, compared to a loss after taxes of $30 million, or $4.88
per basic and diluted share, for the year ended Dec. 31, 2001.
For the quarter ended Dec. 31, 2002, operations resulted in an
after tax profit of $425,000, or 7 cents per basic and diluted
share, compared to an after tax loss of $22.5 million, or $3.66
per basic and diluted share, for the quarter ended Dec. 31,

Basic and diluted weighted average number of shares outstanding
for the year ended Dec. 31, 2002, was 6,515,557 compared to
6,136,002 for the year prior. Basic and diluted weighted average
number of shares outstanding for the fourth quarter ended Dec.
31, 2002, was 6,536,113 compared to 6,136,113 for the comparable
quarter a year earlier.

At December 31, 2002, the Company's balance sheet shows a total
shareholders' equity deficit of about $10.5 million.

                    Achievements During 2002

"We succeeded in improving financial performance in 2002 by
driving out operating costs, selling portions of the business
and eliminating unproductive overhead," said Christopher A.
Munro, president and chief executive officer. "We successfully
renegotiated longer term financing with lending partners and
negotiated a more favorable royalty payment schedule with patent
holders. The result is a more positive financial position with
gross margins up, expenses down, progress in operating earnings
and cash flow remaining strong."

Munro also said the company made good progress in strengthening
its focus on supply chain services. Munro said:

     -- The company added Deanna D. Stewart as vice president of
Strategic Customer Development and Katy F. Keane as vice
president of Supply Chain and Technology Solutions. Stewart
spent 22 years in leadership positions with AT&T, and Keane
spent more than 15 years in supply chain planning and
forecasting with firms such as The Limited and Borden.

     -- The company completed the sale of its European business
to private investors in 2002. That was followed by the sale in
early 2003 of its electronic software delivery business. Both
sales allow the company to focus more strongly on developing its
supply chain services business at its Dublin, Ohio facility.

     -- The company reduced its manufacturing capacity at its
Dublin facility and continued trimming low-margin customers.

     -- Metatec reorganized its sales effort to focus on niche
markets where the company has experienced past success and on
customers that have potential for outsourcing their supply
chains. This allows more efficient use of sales resources and
allows closer relationships to occur with customers.

     -- The company signed new customers involved in
telecommunications, entertainment, publishing and digital
imagery and expanded or renewed some existing customer

                    Annual Shareholders Meeting

Metatec will hold its annual shareholders meeting on May 15 at 1
p.m. ET at the company's corporate headquarters in Dublin, Ohio.
Munro said that shareholders are encouraged to attend, tour the
facility and hear more about the company's progress.

Metatec enables companies to streamline the process of
delivering products and information to market by providing
technology driven supply chain solutions that increase
efficiencies and reduce costs. Technologies include a full range
of supply chain solutions and CD-ROM and DVD manufacturing
services. Extensive real-time customer-accessible online
reporting and tracking systems support all services. Metatec
operations are based in Dublin, Ohio.

More information about Metatec is available by visiting the
company's Web site at

NATIONAL CENTURY: Signs-Up Grant Thornton as Tax Consultants
National Century Financial Enterprises, Inc., and its debtor-
affiliates seek the Court's authority to employ Grant Thornton,
LLP, as their tax consultants, pursuant to Section 327 of the
Bankruptcy Code and Rule 2014 of the Federal Rules of Bankruptcy
Procedure, nunc pro tunc to January 27, 2003.

According to Paul E. Harner, Esq., at Jones, Day, Reavis &
Pogue, in Chicago, Illinois, GT is the leading global
accounting, tax and business advisory firm dedicated to serving
the needs of middle-market companies.  Founded in 1924, GT
serves public and private middle-market clients through 50
offices in the United States, and in more than 650 offices in
109 countries through affiliate Grant Thornton International.  
GT also has experience in providing accounting services in the
bankruptcy context.  GT also has experience in providing
accounting services in the bankruptcy context.  GT is currently
performing tax and accounting service for clients in bankruptcy
like Guilford Mills, Inc. and Safety-Kleen, Inc.

Mr. Harner says that GT will provide a variety of tax
accounting, compliance and consulting services in these cases.  
These services include:

    (a) preparation of the Debtors' consolidated federal income
        tax returns for the period ending December 31, 2002 and
        subsequent periods and the pursuit of any refund claims
        for those or previous periods;

    (b) preparation of Ohio separate company income tax returns
        for the period ending December 31, 2002 and subsequent
        periods and the pursuit of any refund claims for those
        or previous periods;

    (c) preparation of any amended tax returns that are

    (d) assistance with any federal or state tax audits of the
        Debtors; and

    (e) provision of advice with respect to any other tax issues
        arising in these cases.

In exchange for GT's services, it intends to:

    -- charge for its services on an hourly basis in accordance
       with its ordinary and customary hourly rates in effect on
       the date the services are rendered; and

    -- seek reimbursement of actual and necessary out-of-pocket

John K. Keener, a partner in Grant Thornton LLP, advises Judge
Calhoun that GT's hourly rates, which may change from time to
time in accordance with GT's established billing practices and
procedures, as of January 24, 2003 are:

     Professional                Rate
     ------------                ----
     Specialty Consulting/
     Transaction Partners        $525

     Partners/Directors           450

     Senior Managers              380

     Managers                     290

     Senior Associates            210

     Associates                   145

     Administrative Personnel      50

"GT will maintain detailed, contemporaneous records of time and
any actual and necessary expense, incurred in connection with
rendering of the tax accounting, compliance and consulting
services," Mr. Keener assures the Court.

According to Mr. Keener, GT has no connection with the Debtors,
their creditors, the U.S. Trustee or any other party with an
actual or potential interest in these Chapter 11 cases or their
attorneys or accountants:

    (a) GT does not represent, and has not represented, any
        entity other than the Debtors in matters related to
        these Chapter 11 cases;

    (b) GT provided audit services to the PhyAmerica Physician
        Group, which is one of the Debtors' major customers,
        prior to its filing for bankruptcy protection and prior
        to the Petition Date in these cases;

    (c) GT currently provides audit services to RX Medical
        Services Corp., in which the Debtors and their equity
        investors collectively hold a 48% equity interest;

    (d) GT has a marketing referral relationship with Milbank,
        Tweed, Hadley & McCloy, LLP, which is the proposed
        counsel to the NPF XII Subcommittee;

    (e) GT performs services unrelated to these cases for JP
        Morgan Chase & Co., the indenture trustee for the bonds
        issued by NPF VI;

    (f) GT performs services unrelated to these cases for
        Pacific Investment Management Co., E LC, which is a
        member of the Creditors' Committee;

    (g) GT performs services unrelated to these cases for Bank
        of New York, one of the Debtors' material noteholders;

    (h) GT performs services unrelated to these cases for
        Lincoln Capital, one of the Debtors' material

    (i) GT performs certain tax services unrelated to these
        cases for Bank One, N.A., the indenture trustee on the
        bonds issued by NPF XII;

    (j) Three GT partners own stock in The Principal Co.,
        formerly known as Principal Mutual Life Insurance, which
        is one of the Debtors' material noteholders;

    (k) GT has in the past performed certain services unrelated
        to these cases for Bear Stearns, which is one of the
        Debtors' material noteholders;

    (1) GT has in the past provided tax services and other
        services unrelated to these cases to Wachovia Bank,
        which is one of the Debtors' material noteholders;

    (m) GT has in the past provided valuation services unrelated
        to these cases to Mercantile Safe Deposit, which is one
        of the Debtors' material noteholders;

    (n) GT has in the past provided litigation support services
        unrelated to these cases to Kaye Scholer, LLP, the
        proposed counsel to the NPF VI Subcommittee;

    (o) GT has in the past prepared tax returns and performed
        other services for Wells Fargo Bank with respect to
        certain trusts that the bank administers, all of which
        are unrelated to the Debtors or these cases; and

    (p) GT and its international affiliates have approximately
        21,500 personnel on a worldwide basis.  It is possible
        that certain GT professionals or employees hold
        interests in mutual funds or other investment vehicles
        that may own the Debtors' securities.

GT also researched its client database to determine whether it
had any relationships with these entities:

    (a) the Debtors and their non-debtor affiliates, including
        certain corporations owned by the Debtors' shareholders;

    (b) the Debtors' officers and directors and certain
        of their major business affiliations;

    (c) the Debtors' 40 largest unsecured creditors on a
        consolidated basis, as identified in the Debtors'
        Chapter 11 petitions;

    (d) other material trade creditors of the Debtors;

    (e) parties to certain significant litigation with the
        Debtors; the professionals that the Debtors have
        identified for employment in these Chapter 11 cases;

    (g) the parties to material contracts and leases with the

    (h) the Debtors' material secured creditors, including the
        Debtors' prepetition secured bank group and their

    (i) the Debtors' material known noteholders, their indenture
        trustees and professionals;

    (j) the 20 largest health care providers for whom the
        Debtors provided financing as of the Petition Date;

    (k) the Creditors' Committee, the NPF VI Subcommittee, the
        NPF XII Subcommittee and their professionals; and

    (1) other significant parties-in-interest, including major
        customers of the Debtors.

GT sent an e-mail to all partners, directors and managers in the
United States inquiring about any potential known conflicts.  In
addition, if GT discovers additional information that requires
disclosure, GT will file a supplemental disclosure with the

Accordingly, the Debtors believe that GT is a "disinterested
person," as identified in Section 101(14) of the Bankruptcy Code
and as required by Section 327 of the Bankruptcy Code. (National
Century Bankruptcy News, Issue No. 12; Bankruptcy Creditors'
Service, Inc., 609/392-0900)

NATIONAL LAMPOON: External Auditors Express Going Concern Doubt
For the six months ended January 31, 2003, National Lampoon,
Inc.'s (formerly J2 Communications) trademark revenues were
$187,665 as compared to $374,168 for the same period in 2002.
The decrease in trademark revenues of approximately 50% resulted
primarily from decreased revenue from the film "National
Lampoon's Animal House" and revenues in the prior year from the
feature film "National Lampoon's Van Wilder".  Video revenues
during the first six months of fiscal 2002 were $1,005 versus
$847 in the prior year, representing an increase of 18%, due
primarily to increased sales of the videos "The Mother Goose
Video Treasury". Six months Internet revenues of $3,847 in
fiscal 2003 represents a 662% increase from 2002 revenues of
$505. Greater merchandise sales were achieved in the current
year. Advertising revenues from National Lampoon Networks were
$10,000 during the current fiscal year. National Lampoon
Networks was acquired in September 2002, and therefore there
were no revenues during the prior fiscal year.

Costs related to trademark revenues of $7,712 for the first six
months of fiscal 2002 represents a 30% decline from the $11,036
in trademark costs in the prior year. Lower trademark revenues
in the current year resulted in lower trademark costs. Costs
related to video revenues of $1,443 increased by 123% in fiscal
2003, from $646 in the prior year. This reflects an increase in
video sales and therefore cost of sales, for the first six
months of fiscal 2003. Costs related to Internet operations
(excluding the selling, general and administrative portion of
those expenses) increased to $22,967 during the six months ended
January 31, 2003 from $13,743 during the same period in the
prior year. These costs include website development and
maintenance, content creation and third party hosting of the
website. An increase in the cost of the web site writers and
cost of merchandize resulted in the higher costs. Television
distribution costs of $356,240 included $258,740 in costs
associated with the distribution of National Lampoon Network
programming, and $82,500 in direct response programming that was
written off. Amortization of intangible assets, the costs of the
Company's acquisition of the "National Lampoon" trademark, was
$120,000 during each of the six months periods ended January 31,
2003 and 2002. In addition the Company amortized $90,167 of the
intangible asset associated with the purchase of the Burly Bear
network. The Company is amortizing the intangible asset over a
two year period subject to an independent appraisal of the
assets. Such appraisal is scheduled to take place later in the
current fiscal year.

Selling, general and administrative costs increased by $995,016
to $1,917,253 during the six months ended January 31, 2003 from
$922,237 during the same period last year, representing an
increase of 108%. This increase resulted primarily from
Personnel costs including salaries and consultants, which
increased by approximately $902,000 during the current fiscal
year, travel and entertainment which increased by approximately
$67,000, and various other overhead costs associated with
opening an office for National Lampoon Networks and the overall
increase in activity during the current fiscal year.

During the six months ended January 31, 2003, the Company
recorded $706,482 in expense associated with the granting of
options and warrants to advisors and consultants. In fiscal 2002
the Company recorded a net expense benefit of $843,096 related
to stock appreciation rights ("SARs") granted to the Company's
chief executive officer. This benefit resulted from the
elimination of the SARs granted and therefore their
corresponding liability and expense, when they were converted to
common stock options granted to the chief executive officer. In
the prior fiscal year the Company recorded an expense associated
with the conversion of stock appreciation rights ("SARs") to
stock options. There were no SARs granted or outstanding during
the current fiscal year.

Interest income during the six months ended January 31, 2003
decreased to $4,148 from $6,364 during the six months ended
January 31, 2002. This decrease of 35% resulted from a decrease
in cash and cash equivalents held during the six months ended
January 31, 2003 versus the same period last year. Other income
of $32,214 in the current fiscal year resulted from the
collection of monies from an insurance company due to the loss
of equipment that was insured. The minority interest in income
of consolidated subsidiary of $99,000 represents 15% of the loss
of National Lampoon Networks reflecting the 15% ownership of
National Lampoon Networks by a third party.

For the six months ended January 31, 2003, the Company had a net
loss of $2,886,007 versus a net income of $15,624, for the six
months ended January 31, 2002. This net loss resulted primarily
from increases in selling, general & administrative expenses of
$995,016 due to the increased activity, opening a new office,
hiring additional personnel, engaging consultants, increased
travel, rent, and other SG&A expenses, and $706,482 from the
issuing of stock, warrants, and options for services rendered.
Additionally in the prior fiscal year there was an approximately
$702,000 net benefit from the conversion of SARs to stock
options. During the six month periods ended January 31, 2002 and
2001, the Company had no significant provision for income taxes
due to the utilization of deferred tax valuation allowances.

                Liquidity and Capital Resources

The Company's principal source of working capital during the
year to date ended January 31, 2003 was trademark income and
proceeds from Series B preferred stock issuance.

For the six months ended January 31, 2003, the Company's net
cash flow used in its operating activities was 2,147,492 versus
$35,020 of net cash flow used in operating activities during the
six months ended January 31, 2002. This decrease results
primarily from and increase in personnel and other costs as part
of the increase in activities since the NLAG Transaction. At
January 31, 2003, the Company had cash and cash equivalents of
$129,784 as compared to $1,024,207 at July 31, 2002.

Since the completion of the Reorganization Transactions, the
Company's operations have been characterized by ongoing capital
shortages caused by expenditures in initiating several new
business ventures. It is also actively seeking private sources
of financing, establishing bank lines and obtaining additional
equity from third party sources. There is no assurance that such
financing will be available on commercially acceptable terms, if
at all. Its existing capital resources are insufficient to fund
its activities for the next six to twelve months. Unless
revenues from new business activities significantly increase
during that period, the Company will need to raise additional
capital to continue to fund its planned operations or, in the
alternative, significantly reduce or even eliminate certain
operations. There can be no assurance that it will be able to
raise such capital on reasonable terms, or at all. As of March
13, 2003, National Lampoon had cash on hand of $118,761, and no
significant receivables. This amount is not sufficient to fund
current operations, which the Company estimates to be
approximately $450,000 per month. It anticipates that any
shortfall will be covered by the additional exercise of the
Series B Warrants held by the NLAG Group or other investments by
NLAG. If NLAG declines to make additional investments, or should
National Lampoon be unable to secure additional financing, it
could be forced to immediately curtail much, if not all, of its
current plans. Its financial statements for the fiscal year
ended July 31, 2002 contain an explanatory paragraph as to its
ability to continue as a "going concern". This qualification may
impact its ability to obtain future financing.

NORTEL NETWORKS: Inks $60MM 5-Year Contract with Telecom Egypt
Telecom Egypt, the largest telecommunications company in Egypt,
and the Egyptian Ministry of Communications and Information
Technology have signed a five-year frame agreement with Nortel
Networks (NYSE:NT)(TSX:NT) - estimated at approximately US$60
million - for expansion and modernization of Egypt's national
telecommunications infrastructure.

Telecom Egypt's objectives for this expansion are to drive
reduced capital and operating expenses, to make available a full
set of high-quality voice services, and to build a foundation
for future delivery of new multimedia and packet voice services.

"This 'SuperNet' agreement deepens the cooperation between
Telecom Egypt and Nortel Networks, a proven and trusted business
ally," said Akil Beshir, chairman, Telecom Egypt. "It will also
assist in satisfying the demands of our customers by enabling us
to provide next generation communications services such as
reliable high-speed data connections."

"Nortel Networks is proud to be chosen by Telecom Egypt to
expand its national communications network," said Michel
Clement, president, Nortel Networks for France, the Middle East
and Africa. "We strive to have Nortel Networks solutions as the
cornerstone of Telecom Egypt's wireline and wireless evolution
strategy. This agreement further substantiates the breadth and
strength of our wireless and wireline product solutions."

Key elements of this network expansion are expected to include
Nortel Networks Univity CDMA2000 1X Wireless Data Network
solutions, Nortel Networks Succession Communication Server 2000
superclass softswitches, and Nortel Networks DMS circuit

Telecom Egypt expects to deploy Univity CDMA2000 1X solutions to
offer fixed wireless services. Nortel Networks is implementing
CDMA2000 1X for leading service providers around the world, and
has designed, installed and launched CDMA networks for more than
65 operators in 17 countries that span five continents.

With Succession Communication Server 2000 superclass
softswitches and DMS-100 local switching systems, Telecom Egypt
will be positioned to migrate to voice over packet technology at
its own pace. Voice over packet enables voice traffic to be
broken down into smaller pieces and sent as data packets,
allowing carriers to operate more cost-effectively and
efficiently by using a common packet network to carry voice,
data and video traffic. In addition, it will allow Telecom Egypt
to offer new, revenue-generating multimedia services in the

Nortel Networks Succession Communication Server 2000 is part of
a comprehensive voice over IP (Internet Protocol) portfolio that
provides solutions across all four carrier voice over IP market
segments: cable, local, long distance and wireless.

Telecom Egypt was established in 1918 as the Egyptian Telegraph
and Telephone Administrator. Since that time great progress in
telecommunication networks has been achieved, and within the
last two decades, Telecom Egypt adopted an ambitious plan to
review and develop its switching and transmission network
facilities. For more information on Telecom Egypt visit

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

NTELOS: Gets OK to Continue Hiring Ordinary Course Professionals
NTELOS Inc., and its debtor-affiliates sought and obtained
approval from the U.S. Bankruptcy Court for the Eastern District
of Virginia to continue the employment of professionals they
utilize in the ordinary course of their businesses.

The Court allows the Debtors to pay the ordinary course
professionals 100% of fees and reimbursements, provided,
however, that an Ordinary Course Professional's interim fees and
disbursements will not exceed $25,000 per month, or more than
$150,000 during any 12 month period during these Chapter 11

The Debtors submit that the continued retention of the
professionals in the ordinary course of business is crucial to
avoid disruption of the day-to-day operation of the Debtors'
businesses.  Due to the nature of the Debtors' operations, the
Debtors require legal representation in a host of regulatory,
franchising, real estate and labor matters, and also require
defense in lawsuits which are brought against them from time to

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

OAKWOOD HOMES: Files Plan and Disclosure Statement in Delaware
Oakwood Homes Corporation and its debtor-affiliates filed their
Chapter 11 Plan of Reorganization and an accompanying Disclosure
Statement with the U.S. Bankruptcy Court for the District of
Delaware.  Full-text copies of the documents are available for a
fee at:


The classification and treatment of creditors' claims and
stockholders Interests under the plan are:

  Class          Claim         Status        Voting Rights
  -----          -----         ------        -------------
  Class 1   Priority Non-Tax  Unimpaired   Not Entitled to Vote;
                                           Deemed to Accept

  Class 2A  Secured Tax       Unimpaired   Not Entitled to Vote;
                                           Deemed to Accept

  Class 2B  1997 Bonds        Unimpaired   Not Entitled to Vote;
            Secured                        Deemed to Accept

  Class 2C  1998 Bonds        Unimpaired   Not entitled to Vote;
            Secured                        Deemed to Accept

  Class 2D  Auto Secured      Unimpaired   Not entitled to Vote;
                                           Deemed to Accept

  Class 2E  Carolina Secured  Unimpaired   Not entitled to Vote;
                                           Deemed to Accept

  Class 2F  First American    Unimpaired   Not entitled to Vote;
            Secured                        Deemed to Accept

  Class 2G  Foothill Secured  Impaired     Entitled to Vote

  Class 2H  Pulaski Bonds     Unimpaired   Not entitled to Vote;
            Secured                        Deemed to Accept

  Class 21  Schmittauer       Unimpaired   Not entitled to Vote;
                              Secured      Deemed to Accept

  Class 2J  Thomas Secured    Unimpaired   Not entitled to Vote;
                                           Deemed to Accept

  Class 2K  U.S. Bank         Unimpaired   Not entitled to Vote;
            Secured                        Deemed to Accept

  Class 2L  Other Secured     Unimpaired   Not entitled to Vote;
            and Setoff                     Deemed to Accept

  Class 3   Convenience       Impaired     Entitled to Vote

  Class 4A  Senior Note       Impaired     Entitled to Vote

  Class 4B  Junior Note       Impaired     Entitled to Vote

  Class 4C  REMIC Guarantee   Impaired     Entitled to Vote

  Class 4D  Litigation        Impaired     Entitled to Vote

  Class 4E  Other Unsecured   Impaired     Entitled to Vote

  Class 5   Intercompany      Substan-     Not Entitled to Vote

  Class 6A  Non-Debtor-Held   Impaired     Entitled to Vote
  Class 6B  Debtor-Held       Substan-     Not Entitled to Vote
            Interests         tively

The Plan contemplates the substantive consolidation of the
Debtors for all purposes related to the Plan.  For purposes of
distributions on account of Allowed Claims, the Debtors will be
considered to be a single legal entity.  This substantive
consolidation has three major effects:

     i) it eliminates Intercompany Claims and Debtor-Held
        Interests from the treatment scheme;

    ii) it eliminates guarantees of the obligations of one
        Debtor by another Debtor;

   iii) each Claim filed against any of the Debtors will be
        considered to be a single Claim against the consolidated

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.

OSTEX INT'L: Will Request Hearing Before Nasdaq Listing Panel
Ostex International, Inc., (Nasdaq: OSTX) will request a hearing
before a Nasdaq Listing Qualifications Panel to review a Nasdaq
staff determination that the Company's stock be delisted from
The Nasdaq National Market. Under Nasdaq rules, Ostex' common
stock will continue to trade on The Nasdaq National Market
pending the outcome of the hearing. At the hearing, the Company
intends to request that Nasdaq stay its delisting decision until
the closing or termination of the Company's proposed merger with
Inverness Medical Innovations, Inc.  Assuming satisfaction of
all closing conditions, the Company anticipates that the merger
will close during the second quarter of 2003. Ostex expects the
Nasdaq hearing to occur within approximately 45 days of the date
of this press release.

There can be no assurance that the Panel will grant the
Company's request for a stay, and accordingly the Company's
common stock may be delisted from The Nasdaq National Market. If
Ostex' appeal fails, the Company may apply for transfer to The
Nasdaq SmallCap Market. If this strategy is not successful, the
Company's common stock would be listed on the OTC bulletin board
or another quotation system or exchange on which the Company
would qualify.

Ostex received a Nasdaq Staff Determination dated March 18,
2003, indicating that Ostex fails to satisfy the minimum $10
million stockholders' equity requirement set forth in
Marketplace Rule 4450(a)(3) and that the Company's common stock
is therefore subject to delisting from The Nasdaq National
Market, effective at the opening of business on March 27,2003.
The Company will submit its request for a hearing and will
continue to trade on The Nasdaq National Market pending the
outcome of the hearing.

Ostex International develops and commercializes products to make
disease management a reality, with osteoporosis being the first
area of focus. The Company's lead product, the Osteomark NTx
test, now available in multiple test formats, incorporates
breakthrough and patented technology for the management and
prevention of osteoporosis.

                         *     *     *

               Liquidity and Capital Resources

As of September 30, 2002, the Company had cash and cash
equivalents and short-term investments of $1,036,000, working
capital of $1,635,000 and total shareholders' equity of
$3,982,000.  As a result of funding operating losses during the
nine months ended September 30, 2002, cash, cash equivalents and
short-term investments decreased by $2,791,000, accounts
receivable, inventory and other current assets increased by
$1,151,000, working capital decreased by $2,469,000 and
shareholders' equity decreased by $2,950,000.  During the nine-
month period ended September 30, 2002, the Company purchased
$251,000 of manufacturing and office equipment, and reduced
notes payable by $410,000.

The Company's future capital requirements depend upon many
factors, including the Company's proposed merger with Inverness
and the realization of the benefits expected from the proposed
merger; effectiveness of its Osteomark NTx Serum, Urine, and
Point-of-Care commercialization activities and arrangements;
market demand for the Company's products; continued scientific
progress in research and development programs; the costs
involved in filing, prosecuting, enforcing and defending patent
claims; the manufacturing needs for new and existing products;
relationships with existing and future corporate collaborators;
and the time and costs involved in obtaining regulatory

On September 6, 2002, Ostex entered into an agreement to merge
with Inverness Medical Innovations, Inc.  The transaction is
expected to close late in the fourth quarter of 2002 or in the
first quarter of 2003. Inverness' acquisition of Ostex is
subject to certain closing conditions, including receipt of
certain consents and the approval of Ostex' shareholders. Some
of the closing conditions to the merger are outside the control
of Ostex and Inverness, and there can be no assurance that the
merger will occur.  Ostex has incurred substantial expenses in
connection with the proposed merger.  If the merger does not
occur, Ostex currently expects to incur approximately $1.2
million to $1.4 million in merger related expenses, excluding
any termination fees, if applicable.  These expenses may have a
material adverse effect on the results of operations and
financial condition of Ostex because Ostex will have not
realized the expected benefits of the merger.

In connection with the merger agreement, Inverness and Ostex
also entered into an amended and restated loan agreement.  Under
the loan agreement, Inverness has agreed to make, or arrange for
one of its affiliates to make, loans of up to an aggregate of
$2,000,000 to Ostex.  The annual interest rate of each loan is
an amount equal to LIBOR for one-year loans as published in the
Wall Street Journal on the date of each loan, plus four and one-
half percent. Ostex borrowed $334,000 under the loan agreement
on October 10, 2002.  The interest rate for that loan is 6.27%.  
Ostex borrowed an additional $433,000 on November 12, 2002, at
an interest rate of 6.04%.  Ostex is entitled to borrow an
additional $233,000 on December 9, 2002.  Ostex may borrow the
remaining $1,000,000 under the loan agreement at any time on or
after January 2, 2003, provided that certain conditions are met,
in order to maintain sufficient cash, cash equivalents and
short-term investments to fund six-months of its budgeted
working capital needs.

The loans must be repaid at the earliest of:

- the first business day after the effective time of the merger;

- acceleration upon an event of default;

- the termination of the merger agreement in specified
circumstances related to Ostex' breach of the terms of merger
agreement or stock option agreement or Ostex' board's approval
of an acquisition proposal or withdrawal of its approval or
recommendation of the merger agreement; or

- September 30, 2003.

If, during the loan period, the merger agreement is terminated
in circumstances that would not be an event of default under the
loan agreement, Ostex may borrow a maximum of $1,750,000 from
Inverness under the loan agreement, assuming satisfaction of
certain conditions.  If the merger is not consummated and Ostex
receives $1,750,000 of the loan funds, the Company believes that
it will be able to fund its operations through the third quarter
of 2003, at which time the loan repayment will be due.   Such
loan liability, however, may have a material impact on the
results of operations and financial condition of Ostex because
the Company will not have realized the expected benefits of the

Until the merger becomes effective, and with some exceptions,
Ostex is prohibited from entering into or soliciting, initiating
or encouraging any inquiries or proposals that may lead to an
acquisition proposal from any person other than Inverness.  
Ostex also agreed to pay a termination fee to Inverness of $1.8
million if the merger agreement is terminated in specified
circumstances, including circumstances in which Ostex takes any
of these prohibited actions or fails to obtain the approval of
its shareholders after a proposal from an eventual third party
acquiror is received by Ostex or publicly announced.  In
addition, Ostex has granted Inverness an option to purchase up
to 19.9% of Ostex' outstanding shares of common stock at an
exercise price of $2.39 per share.  Inverness may exercise this
option upon the occurrence of specified events that ordinarily
would be associated with an acquisition or potential acquisition
of Ostex by a third party.  If the option becomes exercisable in
specified circumstances in connection with an acquisition
proposal, Inverness may also cancel the option, or any portion
of the option, in exchange for an amount of cash equal to the
product of (a) the excess of the per share exercise price over
the highest per share purchase price proposed to be paid
pursuant to an acquisition proposal that caused, or would cause,
the option to become exercisable, or the current average market
price per share, if higher, multiplied by (b) the number of
shares subject to the portion of the option that is canceled.  
These provisions could discourage other companies from trying to
acquire Ostex even though those other companies might be willing
to offer greater value to Ostex shareholders than Inverness has
offered in the merger.  The payment of the termination fee or
cash upon an exercise of the stock option could also have a
material adverse effect on Ostex' financial condition.

If the proposed merger is not consummated, the Company may seek
to raise additional capital by sales of equity or debt
securities in the public equity markets or through private
placements.  There can be no assurance that additional funds
will be available on favorable terms, if at all. The Company
also may be required to delay, scale back or eliminate some or
all of its marketing and sales and research and development
programs, sell assets, or license to third parties  rights to
commercialize products or technologies that the Company would
otherwise seek to develop on its own.  Ostex has agreed that,
except as contemplated or permitted by the merger agreement or
otherwise consented to by Inverness in writing, Ostex will,
during the pendency of the merger and, if the loan is still in
effect in certain circumstances after termination of the merger
agreement, comply with restrictions relating to the operation of
its business, including, but not limited to,  acquiring or
issuing any securities, incurring indebtedness for borrowed
money, making any loans, advances or capital contributions,
encumbering any of its assets, settling material litigation,
making capital expenditures other than in the ordinary course of
business and consistent with past practice and in an amount in
excess of $50,000,  entering into any material agreement, and
licensing, transferring or materially amending any of its
intellectual property.  These restrictions may limit Ostex'
ability to raise operating capital in a timely manner.  In
addition, if the merger is not consummated, Ostex will not be
able to satisfy ongoing listing requirements and is at
substantial risk of being delisted from the Nasdaq National
Market. Such delisting would most likely have a material adverse
effect on the trading price and liquidity of Ostex' securities
and would further compound the difficulty of raising capital.  
If the merger is not consummated and Ostex receives a maximum
$1,750,000 in loan funds available in this circumstance (subject
to satisfaction of certain conditions) under the loan agreement,
the Company believes that its current cash, the proceeds from
the loan from Inverness, its future license and research
revenues from existing collaboration agreements, its current
level of product sales and its interest income from short-term
investments will be adequate to fund operations through the
third quarter of 2003, at which time the loan must be repaid. If
funding is insufficient at any time in the future, the Company
may be required to: delay, scale back or eliminate some or all
of its marketing and sales and research and development
programs; sell assets; or license to third parties  rights to
commercialize products or technologies that the Company would
otherwise seek to develop on its own.

The Company's financial statements are presented on a going
concern basis and assume that assets will be realized in the
normal course of business.  If the Company is forced to
liquidate its assets, it may not recover the carrying amount of
such assets.  

PCD INC: Files for Chapter 11 Protection in Massachusetts
PCD Inc. (OTC Bulletin Board: PCDI.OB), a manufacturer of
electronic connectors, announced that, having completed its
review of strategic alternatives for addressing its capital
structure, it has entered into definitive agreements to sell the
assets of its two Divisions. To facilitate the sales, PCD Inc.,
and its domestic subsidiary, Wells-CTI, Inc., filed voluntary
petitions under Chapter 11 of the U.S. Bankruptcy Code in the
U.S. Bankruptcy Court for the District of Massachusetts. The
Chapter 11 filings allow the sale of the assets of the domestic
entities to be free and clear from certain liabilities that the
prospective purchasers do not wish to assume.

PCD Inc., has agreed to sell its Industrial/Avionics Division,
headquartered in Peabody, MA, and focused on control
interconnects and terminal blocks, to Amphenol Corporation for
$14 million, less assumed liabilities. Amphenol is one of the
world's largest interconnect suppliers, with over $1 billion in
sales and 11,000 employees located in its global facilities. The
Wells-CTI Division which has headquarters in Phoenix, AZ, and
supplies advanced design burn-in sockets to the semiconductor
testing industry, is being sold to UMD Technology, Inc., a
Portland, OR based provider of engineering services and products
to the electronics industry for approximately $2 million plus
assumed liabilities. Assuming approval of the company's
reorganization plan by the bankruptcy court and the closing of
these transactions, PCD's creditors will receive the proceeds
from the sale of PCD's assets to Amphenol and UMD, as well as
any additional cash on PCD's balance sheet after the close of
the transactions.

The Company's Japanese subsidiary, Wells-CTI KK, was not
included in the bankruptcy filings, although its shares will be
included in the sale of Wells- CTI.

PCD Inc., emphasized that all of its domestic and international
operations are conducting business as usual, as the Company will
continue to accept customer orders and service its customers
with existing facilities and personnel.

To enable PCD to conduct its business while the sales are
completed, its lenders have agreed to terms and conditions to
allow PCD to use its existing cash reserves and revenues from
operations to meet all of its current operating requirements.
PCD's request to use the funds covered by its agreement with
lenders has been submitted to the Bankruptcy Court as part of
the Company's first-day motions. Upon Bankruptcy Court approval
of the request, PCD will be able to use these funds to pay
suppliers in full, under normal terms, for all goods and
services provided in the ordinary course of business after the
bankruptcy filings. Balances owed to suppliers as of the
bankruptcy filings will be repaid in full upon completion of the
asset sales.

John L. Dwight Jr., Chairman and CEO of PCD, stated, "A key
element of our resolution strategy was that our business
segments would be acquired by strong companies with the
appropriate financial and management capabilities, and that we
have the resources to continue operating our businesses as usual
while their sales as going concerns are completed. The size,
market strengths and international organization of Amphenol, and
the technical strengths and focus of UMD are an excellent fit
with the Industrial/Avionic and Wells-CTI Divisions,

"Though our businesses have consistently met customer
commitments, and our cash position has remained steady for
several months, our capital structure was not designed for the
dramatic drop that has taken place in our key semiconductor
market; exacerbated by a prolonged, albeit less severe, slowdown
in the Industrial/Avionics market as well. After reviewing
alternatives for addressing our capital structure, we determined
that selling our businesses to new owners, whose capital
structures will be better aligned with the revenues from these
businesses, would be in the best interests of our customers,
suppliers, employees and lenders. A Chapter 11 filing is the
most effective way for PCD to complete the sales of our business
segments and help assure that they have the resources to
continue operating as usual until the sales are finalized."

"We appreciate the continued support of our customers and
suppliers during this period. Our ability to use existing cash
and revenues from operations to meet all current operating
requirements should give our customers confidence and assure our
suppliers that they will be paid in full, under normal terms,
for all deliveries and new orders made after our Chapter 11
filing. PCD remains committed to maintaining the levels of
service and performance that our customers, sales channel
partners and suppliers have come to expect from us, and we
believe that the companies which have agreed to buy our
businesses share these high standards."

"PCD has been able to attract buyers to provide continuity to
our businesses because our employees never stopped focusing on
fulfilling our customer's needs reliably and efficiently. As a
result, we believe our employees will be better served working
with financially stronger organizations. I am proud of their
continuing work and dedication," Mr. Dwight concluded.

The consummation of the proposed asset sale transactions is
subject to, among other things, Bankruptcy Court approval, and
customary closing conditions.

Adams, Harkness & Hill is the financial advisor to PCD. Legal
counsel to PCD are Day, Berry & Howard LLP (corporate counsel)
and Charles R. Dougherty and Anne L. Showalter (bankruptcy

PCD Inc. -- designs, manufactures and  
markets electronic connectors for use in semiconductor burn-in
testing interconnect applications, industrial equipment, and
avionics. Electronic connectors are used in virtually all
electronic systems, including data communications,
telecommunications, computers and computer peripherals,
industrial controls, automotive, avionics and test and
measurement instrumentation. The Company markets more than 6,800
electronic connector products in three product categories, each
targeting a specific market. These product categories are
semiconductor burn-in sockets, industrial interconnects, and
avionic terminal blocks and sockets.

PILLOWTEX CORP: Elm Ridge Capital et. al. Dumps Equity Stake
In a regulatory filing dated February 13, 2003, Ronald E.
Gutfleish, Managing Member of Elm Ridge Capital Management, LLC
and Elm Ridge Value Advisors, LLC discloses to the Securities
and Exchange Commission that he, Elm Ridge Capital Management
and Elm Ridge Value Advisors have ceased own more five percent
of the Pillowtex Corporation's securities. (Pillowtex Bankruptcy
News, Issue No. 42; Bankruptcy Creditors' Service, Inc.,

POLAROID: Morgan Asks Court to Reconsider Mandarino Appointment
Stephen J. Morgan, asks the Court to reconsider the appointment
of Perry M. Mandarino as Polaroid Corporation and its debtor-
affiliates' Examiner.

Mr. Morgan notes that the U.S. Trustee listed 31 candidates for
the examiner position.  Mr. Morgan was provided a list on
February 3, 2003.  Mark S. Kenney of the office of the U.S.
Trustee then made a certification to the Court that he has
"consulted" with parties including Mr. Morgan.

Accordingly, on February 14, 2003, Mr. Morgan immediately e-
mailed Mr. Kenney that serious issues and the lack of
information regarding his requested consultation existed.  Mr.
Kenney flatly turned down without explanation Mr. Morgan's
request for information.  Moreover, Mr. Kenney refused Mr.
Morgan's phone calls and insisted on e-mail or written
correspondence only. "This is clearly not consultation," Mr.
Morgan remarks.

Mr. Morgan assures Judge Walsh that he will present evidence at
the hearing via testimony that the Office of the U.S. Trustee
has demonstrated a pattern of failure to safeguard the public
interest as a government watchdog in this case.  "It seems clear
at this point that additional oversight and review is needed by
the Court to ensure fair and adequate treatment of shareholders
and others," Mr. Morgan comments.  There are too many unanswered
questions and it should be noted that the U.S. Trustee's office
was included in the examiner motion by the shareholders.  These
indications were as complicit via inaction though not expected
to be based on direct intent to participate in what is believed
to be a serious fraud on the Court.

Mr. Morgan asserts that the Court should put on record these
points regarding due diligence in the selection of the examiner
the U.S. Trustee preferred by his judgment but that he refuses
to defend via disclosure:

    (a) What due diligence and criteria were established by the
        U.S. Trustee for the appointment of the Examiner?

    (b) What were the qualification materials submitted by the
        top five firms out of 31 deemed most qualified by the
        U.S. Trustee?

    (c) What related experience by Mr. Mandarino was provided by
        him with a similar experience in terms of similar size,
        scope and circumstances?

    (d) What is the scope and significance of the handwritten
        note of Mr. Mandarino added to his certification added
        at the last minute regarding potential conflicts? and

    (e) Upon review of the U.S. Trustee's decision, is Mr.
        Mandarino considered most qualified by the Court out of
        the 31 candidates in consideration?  What evidence
        supports this?

Pending the outcome of the hearing, Mr. Morgan suggests that the
Court should reconsider the order and replace Mr. Mandarino if
needed with a candidate deemed best qualified for the project.
Furthermore, the Court should take additional actions to ensure
an examiner independent from all interests and influences of
those parties the shareholders believe to be involved in the

                     William Cardinale Joins In

Mr. Cardinale, a disenfranchised Polaroid shareholder, informs
Judge Walsh that he supports and joins in Mr. Morgan's motion.
Moreover, Mr. Cardinale asks the Court for an opportunity to
speak during the hearing.

Mr. Cardinale believes that the Debtors cases are not the usual
bankruptcy but rather an attempt by parties to disgorge the
shareholders of their rights and assets.  "For this reason, I
feel it is incumbent upon this Court to tilt the scales of
justice back to the center so that the shareholders receive
equal representation in this action," Mr. Cardinale remarks.

Accordingly, Mr. Cardinale asks the Court to take these actions:

    (a) That the Securities and Exchange Commission be brought
        in to investigate possible securities fraud;

    (b) That the Justice Department have the FBI investigate the
        actions of the parties including the U.S. Trustee;

    (c) That a Proxy election be held for the benefit of the

    (d) That an interim Trustee be appointed to replace the
        President of PDC, Inc. and the Board of Directors; and

    (e) That Stephen Morgan be appointed the interim Trustee
        until the time the Proxy vote is concluded and a new
        Board is elected.

              U.S. Trustee Defends the Appointment

Mark S. Kenney, Esq., at the Office of the U.S. Trustee for
Region 3, in Wilmington, Delaware, recounts that after the Court
ordered the appointment of an examiner, the U.S. Trustee for
Region 3, Donald F. Walton received 31 names of examiner
candidates and their curricula vitae.  During that time, the
U.S. Trustee also received and considered mail correspondences
from parties-in-interest, including Mr. Morgan, describing
criteria and qualifications that they believed the U.S. Trustee
should consider when evaluating the examiner candidates.

After review of the nominees' curricula vitae, the Office of the
U.S. Trustee conducted telephonic interviews of these

    (i) Sheila Smith of Deloitte & Touche LLP, in Boston,

   (ii) Robert Rosenfeld of Protovity, in New York City;

  (iii) R. Todd Neilson of Neilson Elggren LLP, in Salt Lake
        City, Utah; and

   (iv) Perry Mandarino of Taxi LLC, in New York City.

Upon completion of the interview process, Mr. Kenney informs the
Court that the U.S. Trustee exercised his discretion and
selected Mr. Mandarino as examiner.  This consequently led to
the U.S. Trustee's application to the Court to appoint Mr.
Mandarino as examiner.

"Apparently disgruntled that one of his candidates was not
selected, that he was not allowed to participate in the U.S.
Trustee's deliberations and was not given the opportunity to
conduct his own interviews of the U.S. Trustee's 'short list' of
candidates, Mr. Morgan challenges the process by which Mr.
Mandarino was appointed and his qualifications," Mr. Kenney

However, Mr. Kenney defends, the U.S. Trustee's decision is
supported by law since the U.S. Trustee did not abuse his
discretion, but instead appointed a qualified, disinterested
examiner, suited to the task the Court imposed, after adequate
consultation with parties-in-interest.

Moreover, Mr. Kenney notes that Mr. Morgan's challenge to the
examiner's qualifications is puzzling because:

    (a) Mr. Morgan requested and received from Mr. Mandarino a
        copy of his curriculum vitae he submitted to the U.S.
        Trustee; and

    (b) the Court cannot select the examiner; that authority is
        vested exclusively in the U.S. Trustee even though its
        selection is subject to Court approval.  Yet, in
        challenging Mr. Mandarino's qualifications, Mr. Morgan
        would have the Court select the examiner and substitute
        its judgment for that of the U.S. Trustee. (Polaroid
        Bankruptcy News, Issue No. 34; Bankruptcy Creditors'
        Service, Inc., 609/392-0900)

ROTECH HEALTHCARE: Extends Exchange Offer for 9-1/2% Sr. Notes
Rotech Healthcare Inc., is extending the offer period for its
exchange offer for up to all of its outstanding 9-1/2% Senior
Subordinated Notes due 2012 for its 9-1/2% Senior Subordinated
Notes due 2012 that have been registered under the Securities
Act of 1933, as amended, which commenced February 20, 2003. The
Exchange Offer, as extended, will expire at midnight, New York
City time, on March 27, 2003.

For more information, contact the Exchange Agent, The Bank of
New York, Corporate Trust Operations, Reorganization Unit, 101
Barclay Street-7 East, New York, New York 10286 (Telephone:
(212) 815-3738).

Rotech Healthcare Inc., is a leading provider of home
respiratory care and durable medical equipment and services to
patients with breathing disorders such as chronic obstructive
pulmonary diseases. The Company provides its equipment and
services in 48 states through approximately 600 operating
centers, located principally in non-urban markets. Rotech's
local operating centers ensure that patients receive
individualized care, while its nationwide coverage allows the
Company to benefit from significant operating efficiencies.

SEQUA CORP: Declares Regular Quarterly Preferred Share Dividend
Sequa Corporation (NYSE; SQAA) -- whose senior unsecured debt
has been downgraded by Fitch Ratings to 'BB-' from 'BB+' --
declared a regular quarterly dividend of $1.25 per share on its
$5.00 cumulative convertible preferred stock.

The dividend is payable May 1, 2003 to all stockholders of
record April 11, 2003.

SERVICE MERCHANDISE: Proposed Noteholder Pref. Action Settlement
During these Chapter 11 cases, Service Merchandise Company,
Inc., and its debtor-affiliates filed at least 1,152 avoidance
actions in the Bankruptcy Court.  One of the transactions the
Debtors contend is a preference is a $13,500,000 interest
payment made on January 12, 1999 to the Prepetition Subordinated
Notes Indenture Trustee and Prepetition Subordinated

The Bank of New York is the Indenture Trustee to the Service
Merchandise 9% senior subordinated debentures due 2004, dated as
of February 15, 1993.

Specifically, the Payment was originally due on December 15,
1998 under the Prepetition Subordinated Notes Indenture, but the
Debtors defaulted on the obligation.  On January 8, 1999, the
Debtors issued a press release stating that they still intended
on making the Payment, although late.  The Debtors made the
Payment on January 12, 1999.

The Debtors paid $600,000 to 756 individuals, companies and
trusts that were direct holders of the Prepetition Subordinated
Notes.  The remaining $12,900,000 was transmitted to the
Depository Trust Corporation as registered holder of 95% of the
Prepetition Subordinated Notes.  The Depository Trust in turn
disbursed the Payment to the beneficial owners of the
Prepetition Subordinated Notes as of January 12, 1999.  The
number of ultimate beneficial owners of the portion of the
Prepetition Subordinated Notes nominally held by the Depository
Trust is at 4least 1,000 and may be as high as 12,000.

Since the time of the Payment, certain of the January 12th
Noteholders have sold their Prepetition Subordinated Notes or
claims in these Chapter 11 cases to third parties, but have
retained their portion of the Payment.  These third party
purchasers, or their transferees, now comprise a portion of the
current Holders of the Prepetition Subordinated Notes and,
therefore, are classified under the Joint Plan as holders of
Class 5 Claims.

On March 12, 2001, the Debtors filed a class action complaint
seeking to recover the Payment from The Bank of New York and the
January 12th Noteholders.  The Debtors argued that the Payment
was made late and outside the ordinary course of business.  The
Debtors named The Bank of New York and Contrarian Capital
Advisors LLC and Contrarian Capital Management LLC individually
and as representatives of the January 12th Noteholders' claim
who received a portion of the Payment.

The Debtors have previously attempted to trace the Prepetition
Subordinated Notes transfers and determine the identity of the
January 12th Noteholders.  The Debtors were provided with lists
of persons and entities that were registered Prepetition
Subordinated Noteholders at the time of payment.  These
Prepetition Subordinated Noteholders were included in the
complaint commencing the Noteholder Preference Action.  But not
all entities that received the Bankruptcy Rule 2004 requests
provided responses and some entities affirmatively refused to
respond or provide any information to the Debtors.

In response to the Noteholder Preference Action, The Bank of New
York and the Class Representatives denied all liability.  They
argued that, among other things, the Payment was made in the
ordinary course of business and, thus, not a preferential
payment.  The Payment was also a settlement payment and,
therefore, not avoidable under Section 546(e) of the Bankruptcy
Code.  The Bank of New York and the Class Representatives
further asserted that the Debtors were not insolvent during the
90 days before the Petition Date.  They rebut the insolvency
presumption under Section 5467(f) of the Bankruptcy Code.

The Debtors anticipate that litigation of the Noteholder
Preference Action would be complex and protracted and that an
ultimate resolution would not be reached for numerous months, if
not years, in the future.  Therefore, to conserve the Court's
and the Estate's resources, the Debtors have decided to settle
the Noteholder Preference Action on the agreed terms.  The
Debtors discussed this proposition with the Official Committee
of Unsecured Creditors and obtained the Committee's approval.

The Debtors propose to resolve the Noteholder Preference Action
by redistributing up to $2,250,000 to the holders of allowed
General Unsecured Claims from amounts otherwise distributable to
the holders of Allowed Prepetition Subordinated Notes Claims.  
In effect, this settles the Noteholder Preference Action for up
to $4,500,000 because the holders of an aggregate $307,000,000
in Prepetition Subordinated Note comprise half of the
$375,000,000 to $630,000,000 expected amount of all ultimately
Allowed Unsecured Claims.  The Noteholders would, therefore, be
entitled to receive half of any amount paid in connection with
the settlement or judicial resolution of the Noteholder
Preference Action.

The Debtors believe that the proposed settlement is fair and
reasonable.  Due to the number of potential defenses, the
outcome of the Noteholder Preference Action is not certain.  
Given the lawsuit has been pending for nearly two years, the
Debtors deem that the resolution of the dispute could easily
take several more years.

The resolution of the Preference Action through distributions
under the Plan also eliminates the collection risk that would
exist if the Debtors instead were to obtain a final judgment
against the thousands of January 12th Noteholders.  It also
eliminates the potential incurrence of substantial collection
costs that would accrue if the Debtors were forced to actually
collect the settlement from the January 12th Noteholders, many
of whom the Debtors expect to be recalcitrant.

If the Court does not authorize and approve the proposed
Settlement, the Debtors relate that the Disbursing Agent will
treat 100% of the face amount of the Prepetition Subordinated
Notes Claims as Disputed Claims in accordance with the Plan and
withhold all distributions to Prepetition Subordinated
Noteholders, other than those distributions subject to the
Subordination rights, until a final order is entered by the
Court resolving the Noteholder Preference Action.  If the Court
authorizes and approves the Noteholder Preference Action
Settlement, the order confirming the Debtors' Joint
Reorganization Plan will provide for the dismissal of the
Noteholder Preference Action. (Service Merchandise Bankruptcy
News, Issue No. 46; Bankruptcy Creditors' Service, Inc.,

SOLECTRON CORP: Red Ink Continues to Flow in Fiscal 2nd Quarter
Solectron Corporation (NYSE: SLR), a leading provider of
electronics manufacturing and supply-chain management services,
reported fiscal second-quarter sales of $2.8 billion, in line
with the company's guidance for sales of $2.8 to $3 billion.
That compares with sales of $3 billion in the same quarter last
year and $3.1 billion in the first quarter of fiscal 2003.

In the quarter ended Feb. 28, the company recorded a net loss of
$111 million, compared with a net loss of $71 million, in the
previous quarter and a net loss of $126 million in the second
quarter of last year.

Excluding pre-tax restructuring charges of $57 million, an
inventory charge of $76 million and a $4 million gain from the
repurchase of debt, Solectron had a pro forma second-quarter net
loss of $10 million. That compares with a pro forma net loss of
$7 million, in the first quarter of fiscal 2003. The company's
guidance for second-quarter pro forma EPS, excluding
restructuring and impairment and other unusual items, was a
range of a 2-cent loss to break-even.

In the second quarter, Solectron generated $292 million in
operating cash flow and reduced selling, general and
administrative expenses by 13 percent to $175 million.

          Summary of Second-Quarter Charges and Gains

-- Inventory. During the quarter, due to the continued depressed
condition of the telecommunications market, the company booked a
pre-tax charge of $76 million in its Global Operations business
unit for inventory determined to be excess and obsolete.
Solectron continues to put back inventory to customers under
contractual arrangements.

-- Restructuring. The company recorded pre-tax restructuring
charges of $57 million related to previously announced actions,
including those aimed at reducing selling, general and
administrative expenses. To help drive the company's return to
profitability, Solectron today said it intends to take
restructuring charges of about $300 million over the next
several quarters. These restructuring actions are to consolidate
facilities and reduce the workforce in Europe and North America.
This charge is incremental to the approximately $20 million in
charges for actions previously announced but not yet taken.

-- Debt retirement. Solectron used its strong cash generation
during the quarter to reduce near-term debt by $132 million
through open-market purchases of its Liquid Yield Option Notes.
This resulted in a pre-tax gain of $4 million.

"While we are pleased with our cash generation and balance sheet
improvements in the second quarter, we need to accelerate the
rate of progress in reducing SG&A expenses, improving inventory
turns and rationalizing our manufacturing footprint. We
understand our issues and we are acting aggressively to address
them," said Mike Cannon, Solectron president and chief executive
officer. "In the near term, we are dealing with several factors:
End-markets remain weak, competition for new business is
intense, and we will see the impact of the planned wind-down of
our optical business with Lucent, as announced last fall.
Considering these factors, our third-quarter guidance is for
sales of $2.6 to $2.9 billion, and for pro forma diluted EPS,
excluding restructuring and impairment and other unusual items,
of a range from a 4-cent loss to a 1-cent loss.

"Despite our near-term challenges, the long-term outlook for the
EMS industry remains promising. I am very confident in our
ability to achieve sustained profitability by providing
outstanding value to our customers," he said.

                    Pro Forma Information

In addition to disclosing results determined in accordance with
generally accepted accounting principles, Solectron also
discloses non-GAAP results of operations that exclude certain
items. By disclosing this pro forma information, management
intends to provide investors with additional information to
further analyze the company's performance, core results and
underlying trends. Management utilizes a measure of net income
and earnings per share on a pro forma basis that excludes
certain charges to better assess operating performance. Each
excluded item is considered to be of a non-operational nature in
the applicable period.

Earnings guidance is provided only on a pro forma basis due to
the inherent difficulty in forecasting such charges. For
example, Solectron may, from time to time, retire debt based on
market conditions. We are unable to forecast any gains or losses
resulting from these retirements due to the uncertainty related
to the timing and pricing of such transactions. Consistent with
industry practice, management has historically applied these
measures when discussing earnings or earnings guidance and
intends to continue doing so.

Pro forma information is not determined using GAAP; therefore,
the information is not necessarily comparable to other companies
and should be used to compare the company's performance over
different periods. Pro forma information should not be viewed as
a substitute for or superior to net income or other data
prepared in accordance with GAAP as measures of our
profitability or liquidity. Users of this financial information
should consider the types of events and transactions for which
adjustments have been made.

See the tables at the end of this news release for a
reconciliation of historical pro forma amounts to amounts
reported under GAAP.

The company's third-quarter results will be announced Thursday,
June 19.

Solectron -- provides a full range  
of global manufacturing and supply-chain management services to
the world's premier high-tech electronics companies. Solectron's
offerings include new-product design and introduction services,
materials management, high-tech product manufacturing, and
product warranty and end-of-life support. Solectron, based in
Milpitas, Calif., is the first two-time winner of the Malcolm
Baldrige National Quality Award. The company had sales of $12.3
billion in fiscal 2002.

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

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

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

SONICBLUE INC: Files for Chapter 11 Reorganization in California
SONICblue(TM) Incorporated (Nasdaq: SBLU) and three of its
subsidiaries filed voluntary petitions for reorganization under
Chapter 11 in the United States Bankruptcy Court of the Northern
District of California, San Jose Division.

SONICblue also announced that it has signed a non-binding letter
of intent with D&M Holdings Inc. (TSE II: 6735), the Japanese
parent company of audio equipment subsidiaries Denon Ltd. and
Marantz Japan, Inc., pursuant to which SONICblue proposes to
sell the assets comprising SONICblue's ReplayTV and Rio business
units for $40 million, less up to $5 million of certain assumed
liabilities and subject to adjustment. In addition, SONICblue
has entered into a definitive agreement with Opta Systems, LLC,
a wholly owned subsidiary of Carmco Investments, LLC, which is
expected to acquire substantially all of the assets of
SONICblue's GoVideo business unit for approximately $12.5
million. The terms of the sale of these business units will
require the approval of the Bankruptcy Court.

"GoVideo is a proven and respected brand in the consumer
electronics industry, known for innovative, high-quality video
products," said Carmine Adimando, Chairman, Opta Systems. "We
believe that Opta Systems can unlock GoVideo's true potential
and take full advantage of the unprecedented growth in the
digital video marketplace."

"As the former vice president of worldwide sales for SONICblue
and having served for 10 years as the Chief Executive Officer of
Sensory Science, the original developers of the GoVideo product
line, I understand this business better than anyone," said Roger
Hackett, Vice Chairman, Opta Systems. "I am thrilled to have the
opportunity to work closely with the management team again to
take GoVideo to the heights we know it can achieve."

"We have great confidence in our business units, and worked to
develop a plan that would permit SONICblue to continue operating
within the significant constraints imposed by our debt and
legacy liabilities," said Gregory Ballard, Chief Executive
Officer, SONICblue. "In the end, we and our financial advisors
have concluded that the best outcome for our creditors and our
employees is to sell our businesses to better heeled owners."

"We believe the proposed sale transactions will offer
SONICblue's current product lines a stable and financially
strong base that will enable product development and current
services to carry on," continued Ballard. "The Chapter 11 filing
will allow SONICblue to continue its business operations while
moving to complete these sales, and will provide the basis for a
seamless transition of its businesses. The continued support of
our manufacturers and retailers will play an integral role in
our ongoing efforts to make the changes that will enable the
continued growth and success of our products," he said.

                    The Asset Sale Process

To facilitate cash liquidity, SONICblue has obtained the consent
from its senior secured lender for interim use of cash
collateral and post-petition financing in the form of an
amendment to SONICblue's pre-petition credit agreement that will
provide $4 million of additional financing. In addition,
SONICblue intends to file "first day motions" with the
Bankruptcy Court to support its employees, vendors and customers
and to retain Houlihan Lokey Howard & Zukin Capital as financial
advisors and Pillsbury Winthrop LLP as legal counsel.

In conjunction with the Chapter 11 filing, and as required under
Section 363 of the Bankruptcy Code, SONICblue also will file a
motion for the establishment of bidding procedures for an
auction that allows other qualified bidders to submit better
offers for its assets. SONICblue anticipates that the sale of
its business units will be completed by the end of April 2003,
pending approval of the Bankruptcy Court and certain government
regulatory agencies.

Friday's action followed negotiations with potential purchasers
and various debt holders on how to best address the Company's
significant amount of debt. Ultimately, SONICblue's senior
management and its Board of Directors determined that these
proposed transactions would provide the basis for the continued
integrity of its products and provide the best possible result
for SONICblue's creditors.

SONICblue is a leader in the converging Internet, digital media,
entertainment and consumer electronics markets. Working with
partners that include some of the biggest brands in consumer
electronics, SONICblue creates and markets products that let
consumers enjoy all the benefits of a digital home and connected
lifestyle. SONICblue holds a focused technology portfolio that
includes Rio(R) digital audio players; ReplayTV(R) personal
television technology and software solutions; and GoVideo(R)
integrated DVD+VCRs, Dual-Deck(TM) VCRs, and digital home
theater systems.

D&M Holdings is based in Tokyo and is the parent company of
Denon and Marantz, the global industry leaders in the specialist
home theater, audio/video consumer electronics and professional
audio markets, with a strong and long-standing heritage of
manufacturing and marketing high-performance audio and video

Opta Systems is a wholly owned subsidiary of Carmco Investments,
LLC, an investment and development company that works with
growing companies on a global basis to expand their businesses
in the area of consumer products. Opta Systems has expertise in
the areas of marketing, product and business development,
logistics, operations, finance and consumer and vendor relations
to achieve long term sustainable enterprise value.

The Carmco team is an experienced and influential group of
proven executives that offers a depth of expertise to its
partner companies and acquisitions. Carmco works actively with
entrepreneurs and management teams to address the challenges of
building a successful company in today's global economy.

SPIEGEL GROUP: Wants to Continue Prepetition Customer Programs
To ensure and maintain customer satisfaction and loyalty, The
Spiegel Inc., and its debtor-affiliates seek the Court's
authority to continue their prepetition customer programs and
honor prepetition obligations owed to their warranty service
provider.  The Debtors also want to continue receiving,
processing and honoring charge and credit card transactions and
continue paying processing and related fees to credit card
companies and processors.  In addition, the Debtors ask the
Court to authorize and direct all banks and other financial
institutions to receive, process, honor and pay any and all the
checks and make any wire transfers or other methods of payment.

James L. Garrity, Jr., Esq., at Shearman & Sterling, in New
York, tells the Court that, as is customary with their retail
store, catalog and online retail businesses, the Debtors
provides their customers with certain satisfaction, loyalty and
incentive programs.  The Debtors rely on these programs to grow
their customer base.  The customer programs are:

A. Gift Certificates

   Before the Petition Date, the Debtors sold in the ordinary
   course of business gift certificates and gift cards for the
   purchase of merchandise in the Debtors' retail stores,
   catalog and online retail businesses.  As of the Petition
   Date, certain customers had not yet redeemed certain of these
   prepetition Gift Certificates for goods.  At the time that
   these Gift Certificates were purchased by the customers, they
   had every expectation that they would be redeemable.  The
   Debtors estimate that their outstanding obligations on Gift
   Certificates totaled $50,000,000 as of December 31, 2002.

B. Award Certificates

   Prepetition, the Debtors sold award cards and web
   certificates to businesses for rewarding their employees for
   use in the Debtors' businesses.  However, certain recipients
   had not yet redeemed certain of these prepetition award
   certificates for goods.  The Debtors estimate that
   outstanding obligations on award certificates total
   $4,100,000 as of the Petition Date.

C. Merchandise Certificates and Coupons

   The Debtors have issued merchandise certificates in respect
   of certain returned items and in certain cases in lieu of a
   cash refund for overpayments less than $1.95.  The Debtors
   have also issued merchandise certificates and coupons as
   promotional items to both existing customers and as
   incentives to other individuals to build their customer base.  
   Certain of the Merchandise Certificates remain unredeemed.  
   In the fiscal year ended 2002, Newport News issued $54,000 in
   Merchandise Certificates.  The Debtors inform the Court that
   the unused portions of the Merchandise issued by Newport News
   are redeemed for cash.

D. Discount Club Certificates

   The Debtors offer customers a 10% discount on all Newport
   News merchandise purchases for a 12-month period for $25.  If
   the Discount Club customers do not get back the $25 in
   merchandise discounts during the 12-month period, they will
   receive a merchandise certificate for the unused portion
   rounded up to the nearest increment of $5.  The Debtors
   estimate that $1,300,000 in Discount Club certificates are
   outstanding and could be redeemed.

E. Promotional Codes

   The Debtors issue promotion, offer and discount codes to be
   presented by customers at the time of purchasing goods from
   the Debtors' catalog and online retail businesses.  The want
   to honor the Promotional Codes in accordance with their terms
   regardless of whether the Promotional Codes were issued by
   the Debtors before or after the Petition Date and regardless
   of whether the customers presented the Promotional Codes to
   the Debtors before or after the Petition Date.

F. Complimentary and Sales Price Adjustment Certificate

   In the ordinary course of business, the Debtors issue
   complimentary certificates to those customers who have
   experienced a significant customer service inconvenience.  
   The Debtors also issue sales price adjustment certificates to
   those customers who demand credit for purchased items that
   were offered at a lower price in one of the Debtors'
   catalogs. The Price Adjustment Certificates expire one year
   from the date of issuance.  During fiscal year ended 2002,
   the Debtors issued $39,000 in Price Adjustment Certificates.

G. Points Offers

   The Debtors offer promotional points to 38,000 customers
   enrolled in a loyalty program in connection with their
   Spiegel IndulgenceCard, a private-label credit card they
   issue.  The Loyalty Program awards 4 points for every $1 in
   net purchases from Spiegel Catalog or  For each
   1,000 points awarded, the Debtors award a $10 merchandise
   certificate redeemable on purchases of Spiegel Catalog or merchandise.  The Debtors also award additional
   items like chocolates and other gift items in accordance with
   certain threshold points levels.  The Debtors estimate that
   28,000 enrolled customers have under 1,000 points.

   While they are no longer accepting their Spiegel
   IndulgenceCards as form of payment, the Debtors,
   nevertheless, believe that continuing to honor the Points is
   an essential component to maintaining their relationships
   with their customers.  Hence, the Debtors intend to:

    (1) award Indulgence Certificates to each of the 28,000
        customers who have accumulated between 4 and 1,000

    (2) transfer the Points balance of each customer in the
        Loyalty Program to new Spiegel private-label credit
        cards to the extent the New Cards are issued by the
        Debtors and new accounts are opened by Loyalty Program
        customers in respect of the New Cards;

    (3) continue the Loyalty Program in connection with any New
        Cards issued; and

    (4) honor the points in connection with any New Cards
        whether the Points were earned before or after the
        Petition Date.

H. Pre-Approved Credit Offers

   The Debtors make pre-approved offers of credit through their
   catalogs and through direct mailings.

I. Returns, Refunds and Exchanges

   Certain customers hold contingent claims against the Debtors
   for refunds, returns, exchanges, substitutions, price
   adjustments and other credit balances relating to goods sold
   or services rendered prepetition.  For the fiscal year ending
   December 31, 2002, the Debtors expect to process $516,100,000
   in returns.

J. Warranties

   The Debtors sold various extended warranties, which are
   offered by item for either two- or three-year extensions, on
   selected products covering certain items not covered by the
   manufacturer's warranty.  The warranty features include:

      (i) 100% parts and labor to restore the unit to normal
          operating condition, including required and preventive
          maintenance whenever necessary;

     (ii) carry-in service;

    (iii) unlimited service;

     (iv) replacement of unit with one of like quality if the
          item cannot be repaired, if cost of repair exceeds the
          value of the covered unit or if item fails three times
          from the same problem; and

      (v) protection against operational failure if caused by a
          power surge when a properly installed and functioning
          UL-approved surge protector is in use.

   The Debtors do not believe they owe any prepetition amounts
   in respect of Warranty obligations.  But the ability to
   continue providing warranties is vital to the Debtors'
   commitment to customer satisfaction and ongoing relationship
   with their customers.

In the ordinary course of business, the Debtors also utilize the
services of American Bankers Insurance Company of Florida in
their Spiegel Catalog and site.  American Bankers
Insurance provides services to the Debtors' customers on behalf
of the Warranties and has direct contact with the customers or
takes possession of customers' goods or property.  The Debtors
compensate American Bankers Insurance and, in turn, receive
customer payments for American Bankers Insurance's services.

But due to the commencement of these Chapter 11 cases, the
Debtors are unable to pay American Bankers Insurance $40,000 in
outstanding prepetition obligations.  If not paid, the Debtors
deem that American Bankers Insurance may refuse to perform
services, consequently posing inconvenience to their customers.

Mr. Garrity explains that any delay in honoring any of the
Debtors' obligations will "severely and irreparably" impair
customer relations.  Any failure to honor prepetition Warranty
Service Provider obligations might drive away valuable
customers, harming the Debtors' efforts to reorganize, Mr.
Garrity adds. (Spiegel Bankruptcy News, Issue No. 2; Bankruptcy
Creditors' Service, Inc., 609/392-0900)   

STILLWATER MINING: Makes Fifth Amendment to Credit Agreements
Stillwater Mining Company (NYSE: SWC) has received the fifth
amendment to the Company's credit agreement.  The amendment
allows the Norilsk Nickel transaction to proceed subject to
shareholder approval, completion of review under the Hart-Scott-
Rodino Antitrust Improvements Act and other conditions.
Additionally, the amendment aligns certain of its covenants and
other provisions with the Company's 2003 operating plan and
revised long-range plan announced on February 18, 2003. The
effectiveness of the amendment also gives the Company immediate
access to $17.5 million of undrawn funds under the $25 million
revolving credit facility. The revolving credit facility was
voluntarily reduced by the Company, from $50 million to $25
million, as provisions under the agreement made the incremental
portion inaccessible.

At December 31, 2002 and currently, the Company has $58.1
million and $128.8 million outstanding under the five-year Term
A and seven-year Term B loans, respectively, bearing interest at
5.06% and 6.75%, respectively and $7.5 million outstanding as
letters of credit under the revolving credit facility bearing
interest at 3.375%. In exchange for the production and financial
covenant relief and other provisions of the amendment, the
Company has agreed to an amendment fee of 50 basis points, or
approximately $1.1 million, and a 50 basis point increase in the
interest rate payable on the loan. The interest rate on the
five-year term loan and the revolving credit facility will be
between 3.50% to 3.875% above the London Interbank Borrowing
Rate and the seven-year term loan will be priced at 4.75% above

The credit agreement had previously provided that in the event
of a change in control of the Company, the entire facility would
immediately become due and payable. The credit agreement now
provides for an event of default in the event that the Norilsk
Nickel transaction is not consummated by January 2, 2004, unless
by such time the Company consummates an alternate transaction
which raises certain thresholds of new capital through an
issuance of equity or unsecured subordinated debt. In accordance
with the provisions of the original credit facility, regarding
use of proceeds from the issue of the company's equity, 50% of
the net cash to be realized under the Norilsk Nickel
transaction, including any cash realized from the sale of the
palladium consideration, must be used to prepay the bank

Information provided by http://www.LoanDataSource.comreveals  
that the lenders behind the loan are:

          as Administrative Agent and as Lender
          as Technical Agent and as Lender
     * Stein Roe Farnham Incorporated
          By Stein Roe Farnham Incorporated
          as Portfolio Manager
          By Stein Roe & Farnham Incorporated
          as Advisor
     * SRF 2000 LLC
          By: Deerfield Capital Management, L.L.C.
          as Collateral Manager
     * KZH ING-1 LLC
     * KZH ING-2 LLC

Francis R. McAllister, Chairman and Chief Executive Officer
stated, "The amended credit agreement should facilitate our
ability to focus on reducing our operating costs, and will allow
us to proceed with the Norilsk Nickel transaction, subject to
approval of the Company's shareholders, completion of review
under the Hart-Scott-Rodino Act and other conditions."

"While the new operating covenants remain tight and will require
us to closely monitor compliance, the Company's liquidity needs
should be satisfied for the remainder of this year. We are
pleased with the continued support from our banking group as
evidenced by these amendments," concluded Mr. McAllister.

Stillwater Mining Company is the only U.S. producer of palladium
and platinum and the only significant primary producer of
platinum group metals outside of South Africa. The Company is
traded on the New York Stock Exchange under the symbol SWC.
Information on Stillwater Mining can be found at its Web site:  

As reported in Troubled Company Reporter's February 26, 2003
edition, Standard & Poor's Ratings Services lowered its
corporate credit rating on platinum group metals producer
Stillwater Mining Company to 'B+' from 'BB-' and placed all
ratings on CreditWatch with developing implications based on
liquidity concerns following the company's fourth-quarter
earnings announcement.

SUPERIOR TELECOM: Hires Proskauer Rose as Litigation Counsel
Superior TeleCom, Inc., and its debtor-affiliates ask for
authority from the U.S. Bankruptcy Court for the District of
Delaware to employ Proskauer Rose LLP as their Special Corporate
and Litigation Counsel.

The Debtors report that Proskauer Rose has represented them for
the past several years, and continues to represent certain of
the Debtors and their direct and indirect non-debtor
subsidiaries in a number of non-bankruptcy related matters.  
This includes mergers and acquisitions, corporate finance,
securities law, regulatory, labor and employment law, antitrust,
litigation, tax and other general corporate matters.

As a result, Proskauer Rose has developed substaintial and
extensive knowledge of and familiarity with the Debtors'
business operations, financial affairs, and corporate

The Debtors believe that it is in the best interest of their
estates and all other parties-in-interests to employ and retain
Proskauer Rose as their special corporate and litigation counsel
for the duration of these chapter 11 cases.  Proskauer Rose will
represent the Debtors and provide legal representation and
advice in connection with the potential legal issues and
problems that may arise in the context of the Debtors' Chapter
11 cases.  

The Debtors will pay Proskauer Rose for legal services at the
Firm's current customary hourly rates:

          Partners               $425 to $700 per hour
          Senior Counsel         $390 to $525 per hour
          Associates             $215 to $400 per hour
          Paraprofessionals      $100 to $180 per hour

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

SWEETHEART CUP: Extends Offer to Make Consent Payments to Mar 27
Sweetheart Cup Company Inc., announced that in connection with
its offer to exchange new 12% Senior Notes due 2004 for all of
its outstanding 12% Senior Subordinated Notes due 2003 and a
consent solicitation to eliminate certain restrictive covenants
and other provisions in the indenture governing the Sweetheart
Notes, Sweetheart is extending its offer to make a consent
payment to holders of the Sweetheart Notes equal to 1% of the
aggregate principal amount of the Sweetheart Notes tendered by
such holder and that are accepted for exchange to holders who
tender their Sweetheart Notes and give their consent to the
proposed amendments to the indenture governing the Sweetheart
Notes prior to 5:00 p.m., New York City time, on March 27, 2003,
the date on which the exchange offer and consent solicitation
expires (unless otherwise extended by Sweetheart).

Holders of Sweetheart Notes who do not tender their notes and
consent to the proposed amendments on a timely basis will not be
eligible to receive the consent payment even though the consent
to the proposed amendments will be binding on them.

If a sufficient number of Holders fail to tender their
Sweetheart Notes, Sweetheart may not be able to complete the
exchange offer and consent solicitation.  If Sweetheart is not
able to complete the exchange offer and consent solicitation,
the entire principal amount ($110,000,000) of the Sweetheart
Notes will mature on September 1, 2003.  There can be no  
assurance, however, that Sweetheart will have sufficient funds
to pay the principal amount of the Sweetheart Notes on such
date.  Moreover, the failure of Sweetheart to refinance or
extend the maturity of the Sweetheart Notes prior to July 1,
2003 will result in Sweetheart's senior credit facility becoming
immediately due and payable, unless therewise amended, which
could lead to defaults under the Sweetheart Notes and a
substantial amount of other indebtedness of Sweetheart.  Because
the indebtedness represented by the Sweetheart Notes is
subordinated in right of payment to the indebtedness under
Sweetheart's senior credit facility and to other Sweetheart
indebtedness, there can be no assurance that holders of the
Sweetheart Notes will recover all amounts owed to them under the
Sweetheart Notes.

Sweetheart has received the requisite consents necessary to
modify the indenture governing the Sweetheart Notes and has
executed a supplemental indenture with the indenture trustee
which eliminates certain restrictive covenants and other
provisions in the indenture governing the Notes.  The
modifications implemented by the supplemental indenture will not
become operative until the consummation of the exchange offer
and consent solicitation.

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

                   Additional Information

Holders may request additional copies of the prospectus
detailing the terms of the exchange offer and consent
solicitation as well as the consent and letter of transmittal by

    D.F. King & Co., Inc.
    48 Wall Street
    New York, New York 10005
    Bank and Brokers Call Collect: (212) 269-5550
    All Others Place Call Toll-Free: (800) 488-8075

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

TEXAS COMM'L: Files Plan re Prepetition Payments due to ERCOT
Texas Commercial Energy and the Electricity Reliability Council
of Texas (ERCOT) announced a plan that provides for pre-petition
payments due to ERCOT and preservation of TCE's capitalization.

TCE and ERCOT presented the plan to the Bankruptcy Court in a
hearing that took place in Corpus Christi Wednesday, March 18.
The Bankruptcy Court is expected to enter a Temporary Injunction
that prohibits ERCOT from taking action on TCE's collateral
posted with ERCOT, except as provided in the Order, and provides
for an installment payment plan that requires TCE to pay all of
its pre-petition debt to ERCOT by the end of 2004.

As a result of the Order, TCE will remain compliant with ERCOT
credit requirements on a going forward basis and is able to
continue serving a reduced customer base while developing a plan
to emerge from bankruptcy and rebuild its business.

"We appreciate the efforts of ERCOT working with TCE to resolve
financial and marketplace issues with a reasonable, business
solution to benefit both the Texas electricity market and its
customers," said Scott Hart, president of TCE. "By retaining our
capitalization, TCE is able to continue moving ahead serving
customers as we develop a successful reorganization plan."

Many individuals worked long and hard to address the TCE
bankruptcy," said Tom Noel, ERCOT President and CEO. "I am most
pleased that we met our goals of protecting the affected
customers to the extent possible while addressing the financial
impacts to the market.

Texas Commercial Energy is a Retail Electric Provider founded in
January 2002 in response to deregulation in energy markets.
Headquartered in Plano, Texas, Texas Commercial Energy serves
more than 1,000 business customers throughout the State of

ERCOT keeps the lights on in Texas and is one of ten regional
reliability councils in North America. As the largest control
area in the United States, the organization serves seven million
customers and oversees the operation of over 77,000 megawatts of
generation and more than 37,000 miles of transmission lines in
the state of Texas. The primary regulatory authority for ERCOT
is the Public Utility Commission of Texas. ERCOT's members
include retail consumers, investor and municipally owned
electric utilities, rural electric co-ops, river authorities,
independent generators, power marketers and retail electric

TRANS ENERGY: Tyler Unit Sells Pipeline Asset to PC Pipeline
On February 28, 2003, Tyler Construction Company, Inc., a 65%
owned subsidiary of Trans Energy, Inc., sold 7.6 miles of its 6-
inch pipeline to PC Pipeline, Inc., located in Morgantown, West
Virginia.  In consideration for the sale, the Company received
35% of the outstanding stock of Tyler Construction from
Ecological Energy, Inc., an affiliate of PC Pipeline. As a
result of the transaction, the Company now owns 100% of the
capital stock of Tyler Construction.

Also on February 28, 2003, Tyler Construction sold 10 miles of
its 4-inch pipeline to Triad Energy Corporation, located in
Marietta, Ohio, for the cash consideration of $270,000.  
Proceeds from the sale are being used by the Company to pay down
existing short and long-term debt.

At September 30, 2002, Trans Energy's balance sheet shows a
working capital deficit of about $6 million, and a total
shareholders' equity deficit of about $3 million.

UNITED AIRLINES: State Street Discloses Share Holdings in ESOP
In a Schedule 13-G filed with the Securities Exchange
Commission, State Street Bank and Trust Company, as Trustee for
the UAL Corporation ESOP, discloses that the Plan held the
following positions:

   1) 3,872,839 shares of Class-I non-voting ESOP Convertible
      Preferred Stock;

   2) 2,326,952 Preferred Shares Class P;

   3) 2,051,287 Preferred Shares Class M;

   4) 823,381 Preferred Shares Class S; and

   5) 796,385 Common Shares representing .7% of the Class.
(United Airlines Bankruptcy News, Issue No. 13; Bankruptcy
Creditors' Service, Inc., 609/392-0900)   

United Airlines' 10.670% bonds due 2004 (UAL04USR1) are trading
at about 4 cents-on-the-dollar, DebtTraders reports. See  
real-time bond pricing.

UNITED INDUSTRIES: Issuing 9-7/8% Notes via Private Placement
United Industries Corporation is proposing to offer in a private
placement, $75,000,000 aggregate principal amount of 9-7/8%
Series C Senior Subordinated Notes due 2009.

The net proceeds of the offering will be used to reduce
outstanding indebtedness under the company's Senior Credit

The Senior Subordinated Notes due 2009 will not be and have not
been registered under the United States Securities Act of 1933
or under any state securities laws and may not be offered or
sold in the United States or to, or for the account or benefit
of, any U.S. person, absent registration or an applicable
exemption from registration requirements.

As reported in Troubled Company Reporter's February 17, 2003
edition, Standard & Poor's Ratings Services raised its corporate
credit and senior secured bank loan ratings on St. Louis,
Missouri-based United Industries Corp. to 'B+' from 'B' and the
subordinated debt rating to 'B-' from 'CCC+'.

The outlook is stable. United Industries' total debt outstanding
was approximately $400 million as of Dec. 31, 2002.

The upgrade reflects the company's improved credit profile and
Standard & Poor's expectations that United Industries will
maintain credit protection measures consistent with the revised
rating, despite the possibility of additional niche

UNITED INDUSTRIES: S&P Rates $75 Million Senior Sub. Notes at B-
Standard & Poor's Ratings Services assigned its 'B-' rating to
United Industries Corp.'s proposed $75 million senior
subordinated notes due 2009 offered under Rule 144A with
registration rights.

At the same time, the company's 'B+' corporate credit and senior
secured bank loan ratings, as well as its 'B-' subordinated debt
rating, have been affirmed.

The outlook remains stable.

United Industries, a U.S. consumer lawn and garden care and
insect control manufacturer, had total debt outstanding of
approximately $400 million as of Dec. 31, 2002.

Net proceeds of the proposed note offering will be used to
reduce a portion of the company's current outstanding balances
under its senior secured credit facility.

"United Industries' ratings reflect its high debt leverage,
seasonal business characteristics, and competitive industry
dynamics," said Standard & Poor's credit analyst Jean C. Stout.
"These factors are somewhat mitigated by the company's solid
market positions in consumer lawn and garden pesticides and
fertilizers and in household insecticides."

St. Louis, Mo.-based United Industries benefits from a more
diversified product portfolio and customer mix following recent
acquisitions as well as benefiting from favorable industry
growth prospects.

The company manufactures and markets consumer lawn and garden
pesticides, including herbicides, and indoor and outdoor
insecticides, as well as insect repellents, fertilizers, and
soils. Within the growing $2.8 billion U.S. consumer lawn and
garden and the $1 billion U.S. household insecticide retail
markets, the company participates in the value and opening price
point categories. It is well positioned within its product
categories, with the No. 1 position in home centers and the No.
2 position within the mass merchandiser channel. Still, industry
dynamics remain competitive, with branded and nonbranded
participants, including branded segment leader The Scotts Co.

United Industries' low cost structure with limited marketing
expenses enables its products to provide high returns to its
customers. Nevertheless, customer concentration is significant,
with three of the company's largest customers (Home Depot Inc.,
Lowe's Co. Inc., and Wal-Mart Stores Inc.) representing about
75% of sales in 2002. United Industries' business is also highly
seasonal, with about 70% of sales and profitability occurring in
the first half of the calendar year. In addition, sales can also
be hurt by unfavorable weather conditions.

UNUMPROVIDENT: A.M. Best Cuts All Ratings & Continues Review
A.M. Best Co., has lowered the debt ratings of UnumProvident
Corp. (Chattanooga, TN).

Additionally, the financial strength ratings of A (Excellent) of
its insurance subsidiaries, as well as all of the debt ratings
remain under review with negative implications.

The lowering of the debt ratings reflects A.M. Best's concerns
regarding UnumProvident's ability to raise a significant amount
of capital in the approaching weeks on terms which would not be
overly onerous to the organization, thus reducing its financial
flexibility. Complicating and delaying its capital raising
efforts have been the ongoing discussions UnumProvident has had
with the Securities and Exchange Commission. These discussions
have focused on the treatment of impairments of below investment
grade securities. Once granted permission to tap its shelf
offering, A.M. Best anticipates UnumProvident will quickly move
ahead with its capital plan.

A.M. Best anticipates a reduction in the fixed coverage ratio
and potentially an increase in the parent company's debt-to-
capitalization position from the implementation of its capital
plan. However, these expected levels would still be within the
range for a "bbb" senior debt rating. In addition to the
impending capital issuance, management has been working on
several other alternatives, which could be implemented later in
2003 to further strengthen its financial position and to reduce
the risk on its balance sheet. After reviewing UnumProvident's
liquidity position, A.M. Best is satisfied that the organization
has adequate liquidity to continue to operate as normal.

Besides the need for capital infusion into three of its
insurance subsidiaries, A.M. Best is very concerned about the
earnings outlook for the entire organization, given
UnumProvident's concentrated focus in the disability income
market and the continuing deterioration in its core long-term
group disability segment. With a continued weak economy and an
extended period of low interest rates, the group will continue
to be challenged to meet its earnings targets. While
UnumProvident has just recently started to reduce its below
investment grade bond holdings, it still has above average
exposure in these investments, which could cause further erosion
of its capitalization position.

The ratings will remain under review while A.M. Best monitors
UnumProvident's progress in raising capital. If this cannot be
accomplished in a timely fashion or deterioration of its core
business continues, a downgrade of both the financial strength
and debt ratings will occur.

The following debt ratings have been lowered and remain under
review with negative implications:

UnumProvident Corporation--

     -- to "bbb" from "bbb+" on senior debt
     -- to "bbb-" from "bbb" on subordinated debt
     -- to "bbb-" from "bbb" on trust preferred
     -- to "bb+" from "bbb-" on preferred stock

The financial strength ratings of A (Excellent) of the following
subsidiaries of UnumProvident Corp. remain under review with
negative implications:

     -- Unum Life Insurance Company of America
     -- Provident Life and Accident Insurance Co
     -- Paul Revere Life Insurance Company
     -- Colonial Life & Accident Insurance Co
     -- First Unum Life Insurance Company
     -- Provident Life and Casualty Insurance Co
     -- Paul Revere Variable Annuity Ins Co

Currently rated "AMB-2," UnumProvident's commercial paper
remains under review with negative implications.

US AIRWAYS: Discloses Default Under DIP Financing Facility
US Airways told the U.S. Bankruptcy Court that the formal
commencement of the Iraqi War requires the airline to take
immediate steps to limit the war's impact on its restructuring.
The company said it is evaluating actions that must be taken to
actively manage the economic and operating challenges presented
by the war.

The company noted that all of the airline's labor contracts
contain a provision that allows it to implement a 5 percent pay
deferral for up to 18 months for all union, management and
administrative employees, in conjunction with a force majeure
situation. The company said that it would disclose shortly cost-
reduction or deferral initiatives, and that pay deferral and
capacity reductions are among the actions being considered.

The company said that its passenger bookings had dropped almost
40 percent on Wednesday, March 19, 2003, compared to the
previous Wednesday, March 12, 2003, as customers are delaying or
canceling their travel plans. Transatlantic bookings are more
heavily impacted, and total traffic is expected to drop by up to
20 percent for the near term. The disclosure was made to Judge
Stephen S. Mitchell of the U.S. Bankruptcy Court for the Eastern
District of Virginia in Alexandria, at the monthly omnibus
hearing of US Airways' Chapter 11 reorganization.

"Our short-term survival and long-term success after we emerge
from Chapter 11 are conditioned on our taking decisive,
proactive steps to limit the airline's financial exposure from
the war," said David Siegel, US Airways president and chief
executive officer. "The entire airline industry is facing a
dramatic drop in demand that will only further erode the
financial standing of the major carriers. While we look to the
Bush Administration and Congress to provide some relief from the
war's impact, that relief will only be forthcoming if we first
take steps of our own."

US Airways notified Retirement Systems of Alabama that the
company failed to meet a critical financial covenant under its
debtor-in-possession facility. Under the terms of the DIP, RSA
has certain remedies that it could exercise upon the occurrence
of this default, including a cancellation of its commitment to
lend under the facility, as well as the right, upon five
business days' notice, to recover the collateral for the loan.
To date, RSA has loaned US Airways $369 million under the DIP
facility. US Airways is in discussions with RSA concerning a
potential waiver of this default or a standstill agreement.

US Airways also reported that it did not make certain payments
due today on its 2001-1 pass through trust certificates related
to 14 Airbus aircraft totaling approximately $27 million. US
Airways is currently in discussions with certain interested
parties regarding these payments. The company anticipates
reaching agreement on these payments during the five-business-
day cure period allowed for these payments.

US Airways made previously missed payments on its 2000-1 and
2000-3 pass through trust certificates related to Airbus
aircraft on March 7, 2003. These payments, totaling $67 million,
were due on Feb. 20, 2003, and March 3, 2003, respectively, and
were made prior to the end of the applicable cure periods. In
connection with these previously missed Airbus aircraft
payments, US Airways reached an agreement with the RSA DIP
financing facility and drew down $69 million of the DIP to cover
these payments. The remaining $131 million of the RSA DIP
remains subject to applicable closing conditions.

US Airways told the Court that the company had rejected the
latest proposal from the Air Line Pilots Association as part of
negotiations over a replacement pension plan, following the
Bankruptcy Court's approval earlier this month of a distress
termination of the existing pension.

WASHINGTON MUTUAL: Fitch Rates Six Note Classes at Low-B Levels
Washington Mutual Asset Securities Corp., series 2003-C1,
commercial mortgage pass-through certificates are rated by Fitch
Ratings as follows:

   --$504,674,000 class A 'AAA';
   --$571,869,532 class X 'AAA';
   --$11,438,000 class B 'AA';
   --$2,859,000 class C 'AA-';
   --$12,867,000 class D 'A';
   --$2,860,000 class E 'A-';
   --$4,289,000 class F 'BBB+';
   --$5,718,000 class G 'BBB';
   --$2,860,000 class H 'BBB-';
   --$5,718,000 class J 'BB+';
   --$4,289,000 class K 'BB';
   --$1,430,000 class L 'BB-';
   --$2,859,000 class M 'B+';
   --$2,860,000 class N 'B';
   --$1,429,000 class O 'B-';
   --$5,719,532 class P 'NR'.

All classes are privately placed pursuant to rule 144A of the
Securities Act of 1933. The certificates represent beneficial
ownership interest in the trust, primary assets of which are 213
fixed-rate loans having an aggregate principal balance of
approximately $571,869,532, as of the cutoff date.

WILLIAMS COMPANIES: Confirms Adherence to Energy Market Rules
Williams (NYSE: WMB) publicly filed its response to allegations
made by several entities in California and reasserted its
position that the company conducted its energy marketing and
trading business according to market rules established by the
California Independent System Operator.

The company's filing with the Federal Energy Regulatory
Commission addresses all the allegations thoroughly and
completely.  Williams noted the following facts about how the
company conducted business in California:

     --  Late last year, Williams reached a settlement with the
         State of California that restructured its long-term
         energy contracts and resolved the company's refund
         liability for the period preceding November 2002.

     --  The energy output from the AES facilities under the
         marketing management of Williams more than doubled
         during the 2000-2001 period, compared to the average of
         the previous eight years.

     --  Williams imported significant amounts of power into
         California during 2000 and 2001.  In doing so, Williams
         used its own credit resources to purchase and import  
         this power from out-of-state suppliers for the benefit
         of the state.

     --  In early 2001, Williams entered into a long-term
         contract to supply California with reliable power at
         reasonable prices for the next several years.

     --  Williams sold most of its available capacity from the
         Williams-AES contract in the forward markets, and
         consequently, had little to gain by the alleged
         manipulation of prices in the spot markets.

The full text of Williams' filing in response to the California
Parties, including a summary brief and testimony from the
company's executive director of power trading, can be found at

Williams, through its subsidiaries, primarily finds, produces,
gathers, processes and transports natural gas.  Williams' gas
wells, pipelines and midstream facilities are concentrated in
the Northwest, Rocky Mountains, Gulf Coast and Eastern Seaboard.  
More information is available at

WORLDCOM INC: Wants Additional Time to Decide on Chicago Lease
Sharon Youdelman, Esq., at Weil Gotshal & Manges LLP, in New
York, reminds the Court that by order dated September 19, 2002,
the Court extended Worldcom Inc., and its debtor-affiliates'
time in which to assume or reject nonresidential real property
leases through and including September 22, 2003, without
prejudice to the Debtors' right to seek additional extensions.  
The Extension Order, however, provided that the time within
which the Debtors may assume or reject that certain lease for
the property located at 205 North Michigan Drive, Chicago,
Illinois by and among the Debtors and BTS Owners LLC pursuant to
Section 365(d)(4) of the Bankruptcy Code was extended to and
including March 31, 2003.

Thus, the Debtors seek a further extension of the time within
which they must assume or reject the Chicago Lease to and
including May 30, 2003, without prejudice to the right of the
Landlord to request that this period be shortened, in which case
the Debtors would continue to bear the burden of persuasion with
respect to the need for additional time, and without prejudice
to the Debtors right to seek further extension for cause shown.

Although the Debtors have devoted significant time and resource
to the evaluation of the Chicago Lease, at this juncture in the
Chapter 11 process, Ms. Youdelman contends that the Debtors have
not had a sufficient opportunity to make a final determination
regarding its assumption or rejection.  In addition, the Debtors
and the Landlord have been exploring a potential amendment to
the lease terms.  In furtherance thereof, the Landlord supports
the relief requested.

Ms. Youdelman insists that it is clear that cause exists in this
case to extend the period within which the Debtors may assume or
reject the Leases.  The Debtors estimate that as of the Petition
Date, they were parties to 15,000 unexpired leases of
nonresidential real property, including lease agreements for
office, storage spaces and points of presence, as well as so-
called collocation agreements.  The Leases pertain to wide-
ranging segments of the Debtors' business operations.  Since the
Petition Date, the Debtors and their professionals have been
working diligently to review the Leases to determine whether
these properties will fit within the Debtors' post-chapter 11
business.  Evaluation of the Leases requires the Debtors to
devote considerable time and effort to carefully review the
merits of each Lease.  As a result of these efforts, the Debtors
have already rejected 300 Leases.

"The Debtors have begun evaluating the economics of the Chicago
Lease in the perspective of the Bankruptcy Code to determine
whether the assumption or rejection of the Chicago Lease would
inure to the benefit of their estates, and further, are engaged
in discussions with the Landlord in that regard," Ms. Youdelman
says.  "The Debtors' decision to assume or reject the Chicago
Lease also will depend on the Debtors' review of their overall
businesses and an analysis of the Chicago Lease's location and

Absent the relief requested herein, Ms. Youdelman fears that the
Debtors may be forced to prematurely assume the Chicago Lease,
which could lead to unnecessary administrative claims against
their estates if the Chicago Lease is ultimately determined to
be burdensome to the Debtors' estates or without value to the
Debtors' businesses.  Conversely, if the Debtors precipitously
reject the Chicago Lease or is deemed to reject the Chicago
Lease by operation of Section 365(d)(4) of the Bankruptcy Code,
they may forego significant value in the Chicago Lease thereby
resulting in the loss of valuable property interests that may be
essential to WorldCom's reorganization.  The Debtors are
attempting to make an informed decision regarding the Chicago
Lease as promptly as practicable.

Ms. Youdelman assures the Court that the Landlord will not be
prejudiced by the extension requested.  In fact, the Landlord
supports the requested extension in order to pursue discussion
with the Debtors.  The Debtors will continue to perform all of
their postpetition obligations under the Chicago Lease to the
extent required by Section 365(d)(3) of the Bankruptcy Code.  In
addition, the Landlord may request that the Court fix an earlier
date by which the Debtors must assume or reject the Chicago
Lease in accordance with Section 365(d)(4) of the Bankruptcy
Code, with the Debtors retaining the burden of persuasion.  
Accordingly, the Debtors submit that the Court should grant the
Debtors the requested extension of time to assume or reject the
Chicago Lease through and including May 30, 2003. (Worldcom
Bankruptcy News, Issue No. 21; Bankruptcy Creditors' Service,
Inc., 609/392-0900)   

ZENITH NATIONAL: S&P Assigns BB+ Rating to $110MM Senior Notes
Standard & Poor's Ratings Services assigned its 'BB+' rating to
Zenith National Insurance Corp.'s $110 million 5.75% convertible
senior notes due 2023, expected to be issued on March 21, 2003.

In addition, Standard & Poor's also affirmed its 'BBB+'
counterparty credit and financial strength ratings on Zenith's
two operating subsidiaries, Zenith Insurance Co. (ZIC) and ZNAT
Insurance Co.

The outlook is negative.

"Proceeds of the issuance will be used for contribution of
capital to Zenith's insurance subsidiaries, retiring of bank
debt, and other corporate purposes," said Standard & Poor's
credit analyst Charles Titterton.

Zenith writes workers' compensation insurance in 45 states but
mainly in California and Florida, and a smaller book of assumed
reinsurance of worldwide property losses from catastrophes and
large individual risks. The company has written workers'
compensation insurance for more than 25 years, and its overall
results have been good.

Standard & Poor's established a negative outlook for all Zenith
ratings on Feb. 5, 2003, after management strengthened company-
wide reserves by $30 million and, by this action, generated a
fourth-quarter operating loss for the organization. The outlook
stemmed from the action itself and from stiff increases in both
medical and indemnity costs in California.

Despite the outlook, Zenith appears poised to book improved
overall results in 2003 as much better pricing in its two main
states outpaces growth in loss costs. Standard & Poor's met with
management on March 6, 2003, and is in the process of its normal
annual review of Zenith's ratings. It is possible that on
completion of the review the negative outlook will be removed.

* BOND PRICING: For the week of March 24 - 28, 2003

Issuer                                Coupon  Maturity  Price
------                                ------  --------  -----
Abgenix Inc.                           3.500%  03/15/07    71
Adelphia Communications                3.250%  05/01/21     8
Adelphia Communications                6.000%  02/15/06     8
Adelphia Communications               10.875%  10/01/10    41
Advanced Energy                        5.250%  11/15/06    74
Advanced Micro Devices Inc.            4.750%  02/01/22    69
AES Corporation                        4.500%  08/15/05    63
AES Corporation                        8.000%  12/31/08    74
AES Corporation                        9.375%  09/15/10    69
AES Corporation                        9.500%  06/01/09    68
Ahold Finance USA Inc.                 6.875%  05/01/29    71
Akamai Technologies                    5.500%  07/01/07    44
Alaska Communications                  9.375%  05/15/09    72
Alexion Pharmaceuticals                5.750%  03/15/07    70
Allegheny Generating Company           6.875%  09/01/23    73
Alkermes Inc.                          3.750%  02/15/07    64
Alpharma Inc.                          3.000%  06/01/06    74 Inc.                        4.750%  02/01/09    73
American Tower Corp.                   5.000%  02/15/10    74
American Tower Corp.                   6.250%  10/15/09    74
American & Foreign Power               5.000%  03/01/30    64
Amkor Technology Inc.                  5.000%  03/15/07    69
AMR Corp.                              9.000%  09/15/16    16
AMR Corp.                              9.750%  08/15/21    23
AMR Corp.                              9.800%  10/01/21    23
AMR Corp.                             10.000%  04/15/21    23
AMR Corp.                             10.200%  03/15/20    24
AnnTaylor Stores                       0.550%  06/18/19    62
Applied Extrusion                     10.750%  07/01/11    63
Aquila Inc.                            6.625%  07/01/11    70
Argo-Tech Corp.                        8.625%  10/01/07    70
Aspen Technology                       5.250%  06/15/05    67
Bayou Steel Corp.                      9.500%  05/15/08    19
BE Aerospace Inc.                      8.875%  05/01/11    63
Best Buy Co. Inc.                      0.684%  06?27/21    71
Beverly Enterprises                    9.625%  04/15/09    75
Borden Inc.                            7.875%  02/15/23    57
Borden Inc.                            8.375%  04/15/16    58
Borden Inc.                            9.200%  03/15/21    59
Borden Inc.                            9.250%  06/15/19    66
Boston Celtics                         6.000%  06/30/38    65
Brocade Communication Systems          2.000%  01/01/07    74
Brooks-PRI Automation Inc.             4.750%  06/01/08    74
Building Materials Corp.               8.000%  10/15/07    75
Burlington Northern                    3.200%  01/01/45    53
Burlington Northern                    3.800%  01/01/20    73
Calair LLC/Capital                     8.125%  04/01/08    42
Calpine Corp.                          7.875%  04/01/08    50
Calpine Corp.                          8.500%  02/15/11    49
Calpine Corp.                          8.625%  08/15/10    49
Calpine Corp.                          8.750%  07/15/07    50
Capstar Hotel                          8.750%  08/15/07    62
Case Corp.                             7.250%  01/15/16    75
CD Radio Inc.                         14.500%  05/15/09    60
Cell Therapeutic                       5.750%  06/15/08    56
Centennial Cellular                   10.750%  12/15/08    64
Champion Enterprises                   7.625%  05/15/09    58
Charming Shoppes                       4.750%  06/01/12    71
Charter Communications, Inc.           4.750%  06/01/06    16
Charter Communications, Inc.           5.750%  10/15/05    19
Charter Communications Holdings        8.625%  04/01/09    43
Charter Communications Holdings        9.625%  11/15/09    44
Charter Communications Holdings       10.000%  05/15/11    44
Charter Communications Holdings       10.250%  01/15/10    46
Charter Communications Holdings       10.750%  10/01/09    44
Charter Communications Holdings       11.125%  01/15/11    46
Ciena Corporation                      3.750%  02/01/08    75
Cincinnati Bell Telephone (Broadwing)  6.300%  12/01/28    71
Cincinnati Bell Inc. (Broadwing)       7.250%  06/15/23    71
CNET Inc.                              5.000%  03/01/06    63
Comcast Corp.                          2.000%  10/15/29    25
Comforce Operating                    12.000%  12/01/07    46
Commscope Inc.                         4.000%  12/15/06    74
Conexant Systems                       4.000%  02/01/07    57
Conexant Systems                       4.250%  05/01/06    60
Conseco Inc.                           8.750%  02/09/04    17
Conseco Inc.                           9.000%  04/15/08    27
Continental Airlines                   4.500%  02/01/07    38
Continental Airlines                   8.000%  12/15/05    45
Corning Inc.                           6.750%  09/15/13    74
Corning Inc.                           6.850%  03/01/29    61
Corning Glass                          8.875%  03/15/16    75
Cox Communications Inc.                0.348%  02/23/21    72
Cox Communications Inc.                2.000%  11/15/29    31
Cox Communications Inc.                3.000%  03/14/30    40
Crown Cork & Seal                      7.375%  12/15/26    70
Cubist Pharmacy                        5.500%  11/01/08    48
Cummins Engine                         5.650%  03/01/98    63
Curagen Corporation                    6.000%  02/02/07    69
CV Therapeutics                        4.750%  03/07/07    74
Dana Corp.                             7.000%  03/15/28    74
Dana Corp.                             7.000%  03/01/29    73
DDI Corp.                              6.250%  04/01/07    16
Delco Remy International              10.625%  08/01/06    55
Delta Air Lines                        7.700%  12/15/05    59
Delta Air Lines                        7.900%  12/15/09    50
Delta Air Lines                        8.300%  12/15/29    43
Delta Air Lines                        9.000%  05/15/16    55
Delta Air Lines                        9.250%  03/15/22    52
Delta Air Lines                        9.750%  05/15/21    55
Delta Air Lines                       10.125%  05/15/10    70
Delta Air Lines                       10.375%  02/01/11    50
Delta Air Lines                       10.375%  12/15/22    58
Dynegy Holdings Inc.                   6.875%  04/01/11    46
Dynegy Holdings Inc.                   8.750%  02/15/12    68
Dynex Capital                          9.500%  02/28/05     2
EOTT Energy Partner                   11.000%  10/01/09    67
Echostar Communications                4.875%  01/01/07    74
Echostar Communications                5.750%  05/15/08    73
Edison Mission                         9.875%  04/15/11    30
Edison Mission                        10.000%  08/15/08    37
El Paso Corp.                          6.750%  05/15/09    72
El Paso Corp.                          7.000%  05/15/11    72
El Paso Natural Gas                    7.500%  11/15/26    74
Emulex Corp.                           1.750%  02/01/07    72
Energy Corporation America             9.500%  05/15/07    62
Enron Corp.                            9.875%  06/15/03    16
Enzon Inc.                             4.500%  07/01/08    74
Equistar Chemicals                     7.550%  02/15/26    71
E*Trade Group                          6.000%  02/01/07    74
Finisar Corp.                          5.250%  10/15/08    49
Finova Group                           7.500%  11/15/09    36
Fleming Companies Inc.                 5.250%  03/15/09    26
Fleming Companies Inc.                 9.250%  06/15/10    65
Fleming Companies Inc.                 9.875%  05/01/12    17
Fleming Companies Inc.                10.125%  04/01/08    40
Foamex LP/Capital                     10.750%  04/01/09    65
Ford Motor Co.                         6.625%  02/15/28    70
Fort James Corp.                       7.750%  11/15/23    74
General Physics                        6.000%  06/30/04    51
Geo Specialty                         10.125%  08/01/08    60
Georgia-Pacific                        7.375%  12/01/25    71
Giant Industries                       9.000%  09/01/07    70
Goodyear Tire & Rubber                 6.375%  03/15/08    67
Goodyear Tire & Rubber                 7.000%  03/15/28    63
Goodyear Tire & Rubber                 7.875%  08/15/11    67
Great Atlantic                         9.125%  12/15/11    73
Great Atlantic & Pacific               7.750%  04/15/07    70
Gulf Mobile Ohio                       5.000%  12/01/56    66
Hasbro Inc.                            6.600%  07/15/28    74
Health Management Associates Inc.      0.250%  08/16/20    67
Healthsouth Corp.                      3.250%  04/01/03    38
Healthsouth Corp.                      6.875%  06/15/05    55
Healthsouth Corp.                      8.375%  10/01/11    52
Healthsouth Corp.                      8.500%  02/01/08    49
Human Genome                           3.750%  03/15/07    75
Human Genome                           5.000%  02/01/07    74
I2 Technologies                        5.250%  12/15/06    66
Ikon Office                            6.750%  12/01/25    65
Ikon Office                            7.300%  11/01/27    70
Imcera Group                           7.000%  12/15/13    75
Imclone Systems                        5.500%  03/01/05    72
Incyte Genomics                        5.500%  02/01/07    69
Inhale Therapeutic Systems Inc.        3.500%  10/17/07    56
Inhale Therapeutic Systems Inc.        5.000%  02/08/07    61
Inland Steel Co.                       7.900%  01/15/07    73
Internet Capital                       5.500%  12/21/04    49
Isis Pharmaceutical                    5.500%  05/01/09    60
Juniper Networks                       4.750%  03/15/07    73
Kmart Corporation                      9.375%  02/01/06    15
Kulicke & Soffa Industries Inc.        4.750%  12/15/06    67
LTX Corporation                        4.250%  08/15/06    66
Lehman Brothers Holding                8.000%  11/13/03    59
Level 3 Communications                 6.000%  09/15/09    48
Level 3 Communications                 6.000%  03/15/10    47
Level 3 Communications                 9.125%  05/01/08    71
Level 3 Communications                11.000%  03/15/08    72
Level 3 Communications                11.250%  03/15/10    69
Liberty Media                          3.500%  01/15/31    66
Liberty Media                          3.750%  02/15/30    54
Liberty Media                          4.000%  11/15/29    58
LTX Corp.                              4.250%  08/15/06    72
Lucent Technologies                    5.500%  11/15/08    72
Lucent Technologies                    6.450%  03/15/29    61
Lucent Technologies                    6.500%  01/15/28    60
Magellan Health                        9.000%  02/15/08    29
Mail-Well I Corp.                      8.750%  12/15/08    71
Manugistics Group Inc.                 5.000%  11/01/07    53
Mapco Inc.                             7.700%  03/01/27    69
Medarex Inc.                           4.500%  07/01/06    64
Metris Companies                      10.125%  07/15/06    40
Mikohn Gaming                         11.875%  08/15/08    74
Mirant Corp.                           2.500%  06/15/21    61
Mirant Corp.                           5.750%  07/15/07    49
Mirant Americas                        7.200%  10/01/08    51
Mirant Americas                        7.625%  05/01/06    68
Mirant Americas                        8.300%  05/01/11    45
Mirant Americas                        8.500%  10/01/21    37
Missouri Pacific Railroad              4.750%  01/01/30    70
Missouri Pacific Railroad              5.000%  01/01/45    64
Motorola Inc.                          5.220%  10/01/21    63
MSX International Inc.                11.375%  01/15/08    67
NTL Communications Corp.               7.000%  12/15/08    19
National Steel                         9.875%  03/01/09    56
National Vision                       12.000%  03/30/09    50
Natural Microsystems                   5.000%  10/15/05    63
Nextel Communications                  5.250%  01/15/10    72
Nextel Partners                       11.000%  03/15/10    67
NGC Corp.                              7.625%  10/15/26    56
Noram Energy                           6.000%  03/15/12    70
Northern Pacific Railway               3.000%  01/01/47    52
Northern Telephone Capital             7.875%  06/15/26    61
Northwest Airlines                     7.625%  03/15/05    57
Northwest Airlines                     8.375%  03/15/07    50
Northwest Airlines                     8.520%  04/07/04    68
Northwest Airlines                     9.250%  12/15/11    74
NorthWestern Corporation               6.950%  11/15/28    73
Oak Industries                         4.875%  03/01/08    63
OM Group Inc.                          9.250%  12/15/11    69
ON Semiconductor                      12.000%  05/15/08    73
ONI Systems Corporation                5.000%  10/15/05    74
OSI Pharmaceuticals                    4.000%  02/01/09    72
Owens-Illinois Inc.                    7.800%  05/15/18    68
Pac-West Telecom                      13.500%  02/01/09    49
Pegasus Communications                 9.750%  12/01/06    57
PG&E Gas Transmission                  7.800%  06/01/25    61
Philipp Brothers                       9.875%  06/01/08    47
Provident Companies                    7.000%  07/15/18    71
Providian Financial                    3.250%  08/15/05    74
Province Healthcare                    4.250%  10/10/08    74
PSEG Energy Holdings                   8.500%  06/15/11    75
Quanta Services                        4.000%  07/01/07    68
Qwest Capital Funding                  7.250%  02/15/11    68
RF Micro Devices                       3.750%  08/15/05    74
RF Micro Devices                       3.750%  08/15/05    74
Radiologix Inc.                       10.500%  12/15/08    74
Redback Networks                       5.000%  04/01/07    26
Revlon Consumer Products               8.625%  02/01/08    47
River Stone Networks Inc.              3.750%  12/01/06    68
Rural Cellular                         9.750%  01/15/10    61
Ryder System Inc.                      5.000%  02/25/21    75
SBA Communications                    10.250%  02/01/09    70
SC International Services              9.250%  09/01/07    56
SCG Holding Corp.                     12.000%  08/01/09    69
Schuff Steel Co.                      10.500%  06/01/08    74
SCI Systems Inc.                       3.000%  03/15/07    74
Sepracor Inc.                          5.000%  02/15/07    73
Sepracor Inc.                          5.750%  11/15/06    75
Silicon Graphics                       5.250%  09/01/04    75
Solutia Inc.                           7.375%  10/15/27    61
Sotheby's Holdings                     6.875%  02/01/09    74
TCI Communications Inc.                7.125%  02/15/28    74
Talton Holdings                       11.000%  06/30/07    40
TECO Energy Inc.                       7.000%  05/01/12    73
Tenneco Inc.                          10.200%  03/15/08    73
Tenneco Inc.                          11.625%  10/15/09    75
Teradyne Inc.                          3.750%  10/15/06    72
Terayon Communications                 5.000%  08/01/07    67
Tesoro Petroleum Corp.                 9.000%  07/01/08    66
Time Warner Telecom                    9.750%  07/15/08    70
Time Warner                           10.125%  02/01/11    69
Transwitch Corp.                       4.500%  09/12/05    59
Tribune Company                        2.000%  05/15/29    74
Trump Atlantic                        11.250%  05/01/06    74
US Airways Passenger                   6.820%  01/30/14    74
US Can Corp.                          12.375%  10/01/10    63
United Airlines                       10.670%  05/01/04     4
United Airlines                       11.210%  05/01/14     5
Universal Health Services              0.426%  06/23/20    59
US Timberlands                         9.625%  11/15/07    69
Utilicorp United                       7.625%  11/15/09    71
Vector Group Ltd.                      6.250%  07/15/08    69
Veeco Instrument                       4.125%  12/21/08    72
Vertex Pharmaceuticals                 5.000%  09/19/07    75
Viropharma Inc.                        6.000%  03/01/07    46
Weirton Steel                         10.750%  06/01/05    45
Weirton Steel                         11.375%  07/01/04    58
Western Resources Inc.                 6.800%  07/15/18    75
Westpoint Stevens                      7.875%  06/15/08    31
Williams Companies                     7.625%  07/15/19    74
Williams Companies                     7.750%  06/15/31    68
Williams Companies                     7.875%  09/01/21    74
Witco Corp.                            6.875%  02/01/26    72
Worldcom Inc.                          7.375%  01/15/49    24
Xerox Corp.                            0.570%  04/21/18    64

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

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

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 Go to order any title today.

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


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

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

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

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

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

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