TCR_Public/030325.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Tuesday, March 25, 2003, Vol. 7, No. 59

                           Headlines

21ST CENTURY HLDG.: Reports Improved Results for Full-Year 2002
ADELPHIA COMMS: Names Vanessa Wittman as Chief Financial Officer
ADVANCED TISSUE: Firms-Up NouriCel Asset Sale to SkinMedica Inc.
ALASKA AIR: Completes $150MM Floating Rate Conv. Notes Offering
ALLIANT ENERGY: Selling Australian Investment to Meridian Energy

ALTAIR NANOTECH.: Deloitte & Touche Airs Going Concern Doubt
AMERIKING: Has Until May 3, 2003 to Make Lease-Related Decisions
ANC RENTAL: Company's Ability to Continue Operations Uncertain
ANNUITY & LIFE: Fitch Further Junks Fin'l Strength Rating to C
ATA HOLDING: Marketing Head Willie McKnight Jr. Leaves Company

AUDIOVOX CORP: Nasdaq Intends to Delist Shares Effective Mar. 27
BAY VIEW CAPITAL: S&P Withdraws Ratings Amid Company Liquidation
BROWN JORDAN: S&P Ups Credit Rating to CC Following Note Payment
BUDGET GROUP: Court Extends Removal Period Until April 23, 2003
CADIZ INC: Elects to Forego Proposed Reverse Stock Split

CANNONDALE: Pegasus Unit Pitches Best Bid for Certain Assets
CENTRAL EUROPEAN MEDIA: Secures Control of Romanian Licenses
CONSECO FINANCE: Wants to Convert CFSC Affiliate to Delaware LLC
CONSECO INC: Wants Nod for Herzog Separation & Consulting Pact
DATAVON INC: Asset Auction Sale Scheduled for April 1, 2003

DIAL CORP: S&P Revises Ratings Outlook to Positive from Stable
DSI TOYS: Fails to Comply with Nasdaq Min. Listing Requirements
ELECTROPURE: Company's Cash Insufficient to Continue Operations
ENRON CORP: Intends to Execute PGE Options Termination Agreement
FEDERAL-MOGUL: Asks Court to Grant EPA More Time to File Claims

FLEMING COMPANIES: Fitch Junks Sr. Unsecured And Sr. Sub. Debts
FLEMING: Likely Covenant Restructuring Prompts S&P's Junk Rating
FORTEL INC: Voluntary Chapter 11 Case Summary
GENTEK INC: Court Extends Plan Filing Exclusivity Until May 9
GLASSMASTER CO.: Brittingham Dial Expresses Going Concern Doubt

GLOBAL CROSSING: Rotating Equipment Wants to Execute Settlement
GREYHOUND LINES: S&P Puts Junk Credit Ratings on Watch Positive
GUARDIAN INT'L: Will File SEC Form 15 to Deregister Common Stock
HARBISON-WALKER: Halliburton Asbestos Plaintiffs Extend Stay
HAYES LEMMERZ: Secures Commitment for $550MM in Exit Financing

HAYES LEMMERZ: Committee Hires Bayard Firm as Special Co-Counsel
INTEGRATED HEALTH: Court Approves Amended Disclosure Statement
INTEGRATED PERFORMANCE: Malone & Bailey Airs Going Concern Doubt
KMART CORP: Sells Certain De Minimis Assets for about $1 Million
LAIDLAW INC: S&P Assigns BB Corporate Credit Rating

LAIDLAW INC: Court Extends Exclusive Periods Until April 30
LERNOUT & HAUSPIE: Disclosure Statement Hearing Set for April 2
LTV: Seeks Approval for Administrative Claims Reconciliation
MAGELLAN HEALTH: Hires Jeff Emerson as Chief Information Officer
MAGELLAN HEALTH: Secures Injunction against Utility Companies

MANDALAY RESORT: Closes $350MM Conv. Senior Debentures Issuance
MATTRESS DISCOUNTERS: Emerges from Chapter 11 Proceedings
MED DIVERSIFIED: Wants to Maintain Plan Exclusivity Until May 26
MEDICALCV: Has Insufficient Funds to Meet Revolver Requirements
NATIONAL CENTURY: Keeps Plan Filing Exclusivity Until July 16

NEXTERA ENTERPRISES: Has Until May 12 to Meet Nasdaq Guidelines
NORTHWEST AIRLINES: Cuts System-Wide Flight Schedules by 12%
NTELOS: Taps Navigant Consulting as Accountant and Administrator
ONE MORTGAGE PARTNERS: S&P Assigns BB Rating to Class B-3 Notes
OWENS CORNING: Reviewing World Headquarters Lease in Toledo, Oh.

PACIFICARE HEALTH: Texan Unit Settles Disputes with TDI and AG
PARK SOUTH SECURITIES: SDNY Court Commences SIPA Liquidation
PCD INC: Chap. 11 Case Summary & 20 Largest Unsecured Creditors
PEABODY ENERGY: Closes Sr. Secured Credit Facility Refinancing
PSC INC: Obtains Open-Ended Lease Decision Period Extension

RELIANCE GROUP: Plan Filing Exclusivity Extended to July 2, 2003
RELIANT RESOURCES: Will Restate 2000, 2001 and 2002 Earnings
SAGENT TECHNOLOGY: Defaults on CDC Software $7MM Secured Loans
SOLECTRON: Planned Restructuring Spurs S&P to Cut Ratings to BB-
SONICBLUE INC: Voluntary Chapter 11 Case Summary

SONICBLUE: D&M Wants to Acquire ReplayTV and Rio Business Units
SPIEGEL GROUP: Wants to Honor Prepetition Customs Obligations
SUPERIOR TELECOM: Turns to Rothschild Inc. for Financial Advice
SYMPHONIX: Inks Definitive Pact to Sell Certain Assets to MED-EL
TEAM AMERICA: Reaches Pact to Restructure Bank Debt & Preferreds

TODAY'S MAN: Appoints Trumbull Associates as Noticing Agent
TOKHEIM CORP: Seeks to Stretch Lease Decision through May 20
TW INC: Gets Nod to Appoint BSI as Claims and Noticing Agent
UNITED AIRLINES: Capital Group Discloses 0.1% UAL Equity Stake
UNITED AIRLINES: Cuts Worldwide Schedule by 8% Due to Iraqi War

US AIRWAYS: Reaches Pact with Pilots on Replacement Pension Plan
USG CORP: Fourth Exclusivity Extension Hearing Set for April 1
VIANET: Narrows Debt by $8.4 Million via Structured Settlement
WASHINGTON MUTUAL: Fitch Rates Class B-4 and B-5 Notes at BB/B
WESTAR ENERGY: Will Publish 2002 Earnings on Friday

WHEELING-PITTSBURGH: Disclosure Statement Hearing Now on Apr. 24
WINDSOR WOODMONT: Signs-Up Saul Leonard as Litigation Consultant
WINSTAR COMMS: Court Okays Herrick as Shubert's Special Counsel
WORLDCOM INC: Asks Court to OK Proposed Claim Objection Protocol

* Large Companies with Insolvent Balance Sheets

                           *********

21ST CENTURY HLDG.: Reports Improved Results for Full-Year 2002
---------------------------------------------------------------
21st Century Holding Company (Nasdaq:TCHC), a vertically
integrated financial services holding company, reported
unaudited results for the year ended December 31, 2002.

21st Century Holding Company reported net income of $1,799,511
on 2,993,368 average shares outstanding in its fourth quarter
ending December 31, 2002. This compares to net income of
$147,717 on 3,032,801 average shares outstanding for the fourth
quarter ended December 31, 2001.

For the year ended December 31, 2002, the Company reported net
income of $4,569,651 on average shares outstanding of 3,005,626.
For the year ended December 31, 2001, the Company reported a net
loss of $992,090 on average shares outstanding of 3,153,640.

President & CEO of 21st Century, Edward J. Lawson, said, "I'm
pleased to announce that our fourth quarter exceeded our company
guidance of $0.41 to $0.50 per share."

Mr. Lawson continued, "These record results are directly
attributable to the hard work and effort of our employees and
management team. We have eleven vertically integrated financial
services companies, which were all profitable during 2002. In
the coming months we expect to continue to profit as our
business model continues to expand and rate increases
implemented at the end of 2002, and additional rate increases
just enacted, take hold. Our forward guidance remains the same
as we expect to make $.50 in our first fiscal quarter ending
March 31, 2003, which will be reported at the end of April, and
$2.00 to $2.15 per share in calendar year 2003."

21st Century Holding Company manages its insurance underwriting,
distribution and claims process through its subsidiaries.

      -- The Company's wholly owned subsidiaries, Federated
National Insurance Company and American Vehicle Insurance
Company, underwrite standard and non-standard personal
automobile insurance in the state of Florida. Federated National
also has authority to underwrite flood insurance, mobile home
insurance, and homeowners property and casualty insurance in the
state of Florida.

      -- The Company's wholly owned managing general agent,
Assurance Managing General Agents, Inc., has underwriting
authority for Federated National, American Vehicle, and third-
party insurance companies.

      -- The Company's wholly owned claims adjusting company,
Superior Adjusting, Inc., processes claims made by the insureds
of Federated National, American Vehicle, and third party
insurance companies which contract with Superior.

      -- Federated Premium Finance, Inc., another wholly owned
subsidiary, offers premium financing to insureds of Federated
National and American Vehicle, as well as to third party
insureds.

      -- Express Tax Service, Inc., an 80% owned subsidiary,
licenses its tax preparation software products to retail tax
preparers nationwide.

      -- EXPRESSTAX(R) Franchise Corporation, a wholly owned
franchiser subsidiary of Express Tax Service, Inc., offers
franchise opportunities to individuals to own and operate their
own business under the name and support of EXPRESSTAX(R).

      -- The Company offers other ancillary services including
electronic income tax filing, tax preparation and tag & title
transfer services through Federated Agency Group, Inc., also a
wholly owned subsidiary.

      -- Fed USA, Inc., a wholly owned franchiser company, offers
single and master franchise opportunities to individuals to own
and operate their own business under the name and support of Fed
USA Insurance / Financial Services.

As reported in Troubled Company Reporter's December 27, 2002
edition, 21st Century Holding Company said that AM Best
reaffirmed ratings for Federated National Insurance Company
("B" rated) and American Vehicle Insurance Company ("B+" rated)
and changing their outlook from negative to stable.


ADELPHIA COMMS: Names Vanessa Wittman as Chief Financial Officer
----------------------------------------------------------------
Adelphia Communications Corporation (OTC: ADELQ) has named
Vanessa Ames Wittman, the former Chief Financial Officer at
360networks, as Executive Vice President and Chief Financial
Officer.  Ms. Wittman will oversee all fiscal matters at
Adelphia and will report directly to Chairman and Chief
Executive Officer William T. Schleyer.

Ms. Wittman brings a combination of financial skills and
turnaround expertise to her new role as Adelphia's CFO. While
Chief Financial Officer at the Canadian-based network services
firm, 360networks, she played a major role in helping that
company successfully emerge from Chapter 11 in the United States
and CCAA protection in Canada. 360networks emerged from
bankruptcy protection in November 2002 after restructuring both
its balance sheet and operations.

In announcing the appointment, Mr. Schleyer said, "Vanessa is a
great addition to the executive team at Adelphia. She not only
has the industry expertise to help restore the Company's fiscal
health and integrity, but she also possesses the knowledge and
skills to help us chart our future on a sound financial basis.
With her background in finance and corporate development,
Vanessa brings a wealth of experience that will be vital as we
continue to work to bring Adelphia out of bankruptcy."

Ms. Wittman said, "This is an exciting opportunity to help
rebuild Adelphia and strengthen the Company's fiscal foundation.
I greatly appreciate Bill Schleyer's confidence in my commitment
to restore financial integrity to Adelphia, and I look forward
to working with him and the rest of the Adelphia team to help
restructure Adelphia."

                  Background of Vanessa Wittman

Vanessa Wittman has a broad range of executive experience in
financial management and corporate development. As the former
Chief Financial Officer at 360networks, she led that company's
restructuring efforts to successfully emerge from bankruptcy
protection. Ms. Wittman had initially joined the company as Vice
President of Corporate Development, and was responsible for
overseeing all M&A activities, as well strategic analysis. Prior
to joining 360networks, Ms. Wittman served as Senior Director of
Corporate Development at Microsoft, and had earlier been CFO of
the wireless- services company Metricom, Inc. She also spent
four years as a corporate finance associate in the media group
at Morgan Stanley & Co.

Ms. Wittman holds a BS/BA in Business Administration from the
University of North Carolina at Chapel Hill, and an MBA from the
Darden Graduate School of Business in Charlottesville, VA.

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

Adelphia Communications' 10.875% bonds due 2010 (ADEL10USR1) are
trading at about 39 cents-on-the-dollar, says DebtTraders. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=ADEL10USR1
for real-time bond pricing.


ADVANCED TISSUE: Firms-Up NouriCel Asset Sale to SkinMedica Inc.
----------------------------------------------------------------
SkinMedica, Inc., a specialty pharmaceutical company focused on
dermatology, has finalized its purchase of the NouriCel(TM)
product line and related assets from Advanced Tissue Sciences
(OTC Bulletin Board: ATISQ). The transaction gives SkinMedica
ownership of NouriCel, NouriCel-MD(TM) and related intellectual
property, know-how, inventory and certain manufacturing
equipment. The offer, tendered by SkinMedica in January 2003,
was closed today following the confirmation made by The United
States Bankruptcy Court for the Southern District of California
on Wednesday, March 19, 2003. NouriCel-MD, a part of the
NouriCel product line, is the primary cosmetic ingredient
contained in TNS Recovery Complex(TM), SkinMedica's topical skin
care product available only through physicians.

"The purchase of the NouriCel product line is strategically
important for SkinMedica as ownership of the NouriCel business
will enable us to further develop and grow our cosmeceutical
business unit," said Rex Bright, President and CEO of
SkinMedica. "NouriCel is the primary ingredient in our lead
product, TNS Recovery Complex. It is commercially available to
physicians, where it has grown to become a significant
cosmeceutical product. We believe the ownership rights to
NouriCel will provide certain economic advantages that will
allow us to capture increased value from product sales."

As part of the agreement, SkinMedica will make a $5 million cash
payment to Advanced Tissue Sciences and will issue a $2 million,
two-year, promissory note secured by the assets purchased from
Advanced Tissue Sciences. Further, the purchase will terminate
SkinMedica's existing obligations to Advanced Tissue Sciences,
including the companies' NouriCel development, license and
supply agreement.

"The TNS Recovery Complex has been rapidly adopted by our
patients whom we find are very pleased with both the non-
irritating nature of the product and its results," said Arnold
Klein, M.D., a Professor of Medicine and Dermatology at the
David Geffen School of Medicine at UCLA. "This is an encouraging
development in that it represents the convergence of
biotechnology with dermatology. As a physician and medical
scientist, I look forward to further contributions by the
biotechnology industry to dermatology and fully expect
SkinMedica to be one of the leaders in this movement."

In a separate development, SkinMedica has concurrently finalized
a NouriCel supply agreement with Smith & Nephew Wound Management
(La Jolla), which acquired Advanced Tissue Sciences'
manufacturing facilities as a part of the bankruptcy procedure.
The supply agreement will provide SkinMedica with an ongoing
supply of NouriCel-MD for use in the manufacture of TNS Recovery
Complex. Smith & Nephew Wound Management (La Jolla) is owned by
the British firm Smith & Nephew, plc.

SkinMedica is a privately held specialty pharmaceutical company
dedicated to the acquisition, development and commercialization
of science-based cosmeceutical and dermatology prescription
products and technologies. The company currently markets a full
line of cosmeceutical products sold only though physicians
including TNS Recovery Complex(TM) designed to help improve the
health and appearance of aging skin. It plans to introduce
prescription products beginning in 2003. The company is
headquartered in Carlsbad, California. For more information,
visit http://www.skinmedica.com


ALASKA AIR: Completes $150MM Floating Rate Conv. Notes Offering
---------------------------------------------------------------
Alaska Air Group, Inc., (NYSE:ALK) has completed the private
placement of $150 million of floating rate senior convertible
notes due 2023. The private placement was conducted pursuant to
Rule 144A of the Securities Act of 1933, as amended.

As previously announced, the notes will bear cash interest at a
variable rate of interest of 3-month LIBOR plus 2.50 percent for
five years. Thereafter, the notes will cease bearing cash
interest. Instead, from such date the original principal amount
of each note will increase daily by the variable yield, which
will equal the variable interest rate, up to a maximum of 5.25
percent, to produce the variable principal amount.

The notes will be convertible, at the option of the holder, only
upon the occurrence of certain events into shares of the
company's common stock (or cash, at the company's option, as
described below) at a conversion price of $26.00 per share. Upon
conversion, the company may deliver, in lieu of common stock,
cash or a combination of cash and common stock. The company may
redeem all or a portion of the notes for cash at any time on or
after the third anniversary of the issuance of the notes. In
addition, holders may require the company to purchase all or a
portion of their notes on the 5th, 10th and 15th anniversaries
of the issuance of the notes. The company may choose to pay the
purchase price of such notes in cash or common stock or a
combination of cash and common stock. In addition, upon a change
in control of the company, each holder may require the company
to purchase for cash all or a portion of such holder's notes.

The notes will be senior unsecured obligations and will rank
equally with the company's existing and future senior unsecured
indebtedness.

A portion of the net proceeds from the offering were used to
purchase U.S. government securities, the proceeds of which will
serve as collateral for the first 3 years of interest payments
on the notes. The company intends to use the remaining net
proceeds from the offering for working capital requirements and
general corporate purposes.

The notes were not, and the common stock issuable upon
conversion of the notes will not be, registered under the
Securities Act or any state securities laws and, unless so
registered, may not be offered or sold in the United States,
except pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act
and applicable state securities laws.

As reported in Troubled Company Reporter's March 21, 2003
edition, Standard & Poor's Ratings Services assigned its 'B+'
rating to Alaska Air Group Inc.'s $150 million floating rate
senior convertible notes due 2023. The issue is a Rule 144A
private placement with registration rights. Standard & Poor's
placed the rating on these notes on CreditWatch with negative
implications.

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

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


ALLIANT ENERGY: Selling Australian Investment to Meridian Energy
----------------------------------------------------------------
Alliant Energy Corp., (NYSE: LNT) entered into an agreement with
New Zealand-based Meridian Energy for the sale of Alliant
Energy's Australian investment, primarily made up of Alliant
Energy's ownership of Southern Hydro. The sale price will be
approximately $350 million.  This amount includes the repayment
of approximately $145 million in debt in Australia.  On an
after-tax basis, the sale will result in net cash proceeds to
Alliant Energy of approximately $165 million.  Therefore, as a
result of this transaction, approximately $310 million will be
available to Alliant Energy for debt reduction. The transaction
is expected to close by the end of April 2003 and is subject to
customary closing conditions.

"This is yet another example of our resolve to successfully
execute the plan we announced last November," said Erroll B.
Davis, Jr., chairman, president and CEO of Alliant Energy. "At
that time, we outlined a series of steps we would take to
strengthen our financial profile and refine our strategic focus.
This asset sale will be a key step in that process.  We have
made progress in executing our plan and will continue to be
focused on successfully executing and delivering results."

Alliant Energy's Australian investment is principally made up of
Southern Hydro's ten hydroelectric generating stations in the
state of Victoria in southeast Australia.  Southern Hydro's
total generating capacity is 540 megawatts.

"We end our partnership with Southern Hydro with the deepest
respect for the organization and the people who work there,"
said Davis.  "Meridian Energy is another top-notch organization,
so with this new partner, we believe Southern Hydro continues to
be well positioned for future success."

Meridian Energy was selected from a group of five bidders.
Davis said he was gratified to see such robust interest
expressed in the Australian assets and was optimistic that the
other three businesses Alliant Energy previously announced it
will exit will likewise attract significant interest in the
marketplace.  Alliant Energy previously announced its intention
to exit its affordable housing business, primarily consisting of
Heartland Properties; Whiting Petroleum, its oil and gas
business; and SmartEnergy(TM), an electric and gas retailer
principally operating in New York City.

Alliant Energy is an energy-services provider that serves more
than three million customers worldwide. Providing its regulated
customers in the Midwest with electricity and natural gas
service remains the company's primary focus. Other key business
platforms include the international energy market and non-
regulated domestic generation. Alliant Energy, headquartered in
Madison, Wis., is a Fortune 1000 company traded on the New York
Stock Exchange under the symbol LNT. For more information, visit
the company's Web site at http://www.alliantenergy.com

Southern Hydro, headquartered in Melbourne, Victoria, is an
Australian hydropower company that offers renewable peaking
power and ancillary services to energy traders, retailers and
generators. It was formed in 1995 from the disaggregation of
Victoria's electricity industry. Today, Southern Hydro is the
largest privately owned hydroelectric company in Australia and
accounts for 6% of Victoria's total electric generating
capacity. The company employs 80 people. It has three main
hydroelectric operations; the Kiewa and Dartmouth plants located
in the Victoria's northeast and the Eildon Power Station in the
Goulburn Valley. It also has two smaller plants at Rubicon near
Eildon and Cairn Curran in central Victoria.

Meridian Energy is a state-owned enterprise formed on April 1,
1999 when the dominant state-owned generating company, ECNZ,
(Electricity Corporation of New Zealand), was split into three
companies.  The company is New Zealand's largest electricity
generator with 2500 MW of capacity meeting about 33% of demand.
It also manages about 70 per cent of the country's hydro
storage. Its major assets are the nine hydro power stations
located in the South Island: eight on the Waitaki River system
and the country's largest hydro station at Manapouri in
Fiordland.  Meridian Energy is also a nation-wide retailer of
electricity.

Alliant Energy's September 30, 2002 balance sheet shows that
total current liabilities eclipsed total current assets by about
$400 million.


ALTAIR NANOTECH.: Deloitte & Touche Airs Going Concern Doubt
------------------------------------------------------------
Altair Nanotechnologies Inc., was incorporated under the laws of
the Province of Ontario, Canada in April 1973 for the purpose of
acquiring and exploring mineral properties.  It was
redomesticated in July 2002 from the Business Corporation Act
(Ontario) to the Canada Business Corporations Act, a change
which causes Altair to be governed by Canada's federal corporate
statute. The change reduces the requirement for resident
Canadian directors from 50% to 25%, thereby allowing the Company
greater flexibility to attract qualified nominees to its Board.

During the period from inception through 1994, Altair acquired
and explored multiple mineral properties. In each case, sub-
economic mineralization was encountered and the exploration was
abandoned.  Since 1994, the Company has also devoted substantial
resources to the development and testing of mineral processing
equipment for use in the recovery of fine, heavy mineral
particles.

Altair currently has two wholly-owned subsidiaries, Fine Gold
Recovery Systems, Inc., a Nevada corporation, and Mineral
Recovery Systems, Inc., a Nevada corporation.  Altair also has
two indirect wholly-owned subsidiaries, Altair Nanomaterials,
Inc., a Nevada corporation, and Tennessee Valley Titanium, Inc.,
a Nevada corporation.

Altair generated sales revenues of $253,495 in 2002 but incurred
a net loss of $9,921,496. At December 31, 2002, its accumulated
deficit was $39,382,988, or an increase of $9,970,162 over the
accumulated deficit at December 31, 2001. This increase was due
to the net loss for the year and a preferential warrant dividend
of $48,666 recorded in connection with the repricing of certain
warrants during 2002.

Altair's cash and short-term investments decreased from $599,884
at December 31, 2001 to $244,681 at December 31, 2002 due to the
incurrence of operating costs and the lack of substantial
revenues.

Deloitte & Touche, LLP, independent auditors for the Company had
this to say in the last paragraph of its Auditors Report dated
March 11, 2002:  "The accompanying consolidated financial
statements have been prepared assuming that the Company will
continue as a going concern. The Company is an exploration stage
enterprise engaged principally in the business of developing and
commercializing ceramic oxide nanoparticle products....[T]he
Company's operating losses raise substantial doubt about its
ability to continue as a going concern....The consolidated
financial statements do not include any adjustments that might
result from the outcome of these uncertainties. In addition,
because the Company is still in the exploration stage, there
have been no adjustments to record potential impairments on
long-term assets that are currently being developed."


AMERIKING: Has Until May 3, 2003 to Make Lease-Related Decisions
----------------------------------------------------------------
By order of the U.S. Bankruptcy Court for the District of
Delaware, AmeriKing, Inc., and its debtor-affiliates obtained an
extension of their lease decision period.  The Court gives the
Debtors until May 3, 2003, to determine whether they want to
assume, assume and assign, or reject their unexpired non-
residential real property leases.

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.


ANC RENTAL: Company's Ability to Continue Operations Uncertain
--------------------------------------------------------------
As a result of ANC Rental Corporation's bankruptcy filings and
related events, there is no assurance that the carrying amounts
of its assets will be realized or that liabilities will be
liquidated or settled for the amounts recorded. In addition,
confirmation of a plan of reorganization, or disapproval
thereof, could change the amounts reported in the Company's
current financial statements. In particular, its financial
statements do not reflect adjustments to the carrying value of
assets or the amount and classification of liabilities that
ultimately may be necessary as a result or a plan of
reorganization. Adjustments necessitated by a plan of
reorganization could materially change the amounts reported in
the consolidated financial statements recently filed with the
SEC.

The ability of the Company to continue as a going concern is
dependent upon, among other things, (1) its ability to generate
adequate sources of liquidity, (2) its ability to generate
sufficient cash from operations, (3) the ability of its
subsidiaries that are not included in the chapter 11 cases to
obtain necessary financing, (4) confirmation of a plan or plans
of reorganization under the Bankruptcy Code, and (5) its ability
to achieve profitability following such confirmation. Because
there is no assurance that ANC can achieve any of the foregoing,
there is substantial uncertainty about its ability to continue
as a going concern.

ANC has incurred $11.7 million and $33.7 million in expenses
relative to its airport location consolidation project for the
three and nine months ended September 30, 2002, respectively.
For the three and nine months ended September 30, 2002 the non-
cash component was primarily comprised of impairment charges of
approximately $5.9 million and $14.2 million, respectively, and
excess depreciation of approximately $6.2 million and $18.6
million, respectively, and a gain on rejected leases of $2.1
million in the third quarter. It incurred $18.4 million and
$88.3 million in expenses relative to the combining of
information technology systems for the three and nine months
ended September 30, 2002. The cash component primarily related
to external consulting while the non-cash component primarily
related to excess depreciation.

During 2002, ANC closed unprofitable local market locations.
Costs incurred relative to these closures approximated $1.7
million and $7.8 million for the three and nine months ended
September 30, 2002, respectively. Of these amounts $1.7 million
and $7.1 million has been classified as a transition and
reorganization expense in the three and nine months ended
September 30, 2002, respectively. The charges primarily related
to disposition of fleet, impaired assets and accruals for rent
and severance.

ANC's third quarter is historically a stronger revenue period
than its second quarter. As such, revenue increased $56.8
million, or 8.7%, in the third quarter as compared to the second
quarter of 2002. The increase in revenue is primarily driven by
an increase in rental volume of 8.7% while pricing rates
remained flat.

Direct operating costs increased by $20.0 million due to
increases in field personnel costs, fleet damages, insurance
costs and airport fees.

Vehicle depreciation increased slightly by $2.0 million due to a
higher average fleet but which was offset by cost savings driven
by lower depreciation rates.

Selling, general and administrative costs decreased $8.8 million
primarily due to the reversal of excess advertising and bonus
accruals.

The Company's capital structure consists of vehicle debt, non-
vehicle debt, and equity contributed to it by its former Parent.
Vehicle debt represents the debt programs used to finance its
fleet and consists of: (1) asset-backed medium-term, variable
funding and/or auction-rate note programs; and (2) various other
committed and uncommitted fleet facilities used to fund its
European operations. Its non-vehicle financing consists of: (1)
a three-year secured revolving credit facility; (2) a
supplemental term note; (3) a six-year term loan; (4) notes
payable to a vehicle manufacturer used for working capital; (5)
a seller-financed acquisition note payable; and (6) various
international working capital arrangements related to its
European and Canadian operations.

ANC finances its domestic vehicle purchases through wholly-
owned, fully consolidated, special purpose financing
subsidiaries. These financing subsidiaries obtain funds by
issuing asset-backed medium-term notes or commercial paper into
the capital markets. The financing subsidiaries in turn lease
vehicles to the domestic operating subsidiaries of Alamo,
National and Alamo Local Market. The Company's international
operations in Europe and Canada provide their own financing for
vehicle purchases through various asset-backed financings,
leases and secured loans on a country-by-country basis.

The Company filing for bankruptcy represented an Event of
Default under each of the domestic financing facilities and
certain of its international facilities for which the parent
company is guarantor. However, in the United States the special
purpose financing subsidiaries are not Debtors and have
continued making scheduled interest payments to the third party
note holders.

ANC is currently in discussions with lenders to provide funding
for seasonal capacity, maintain existing capacity and replace
maturing capacity. However, as a result of the Chapter 11 filing
and the Event of Default ANC cannot provide any assurance that
it will be able to maintain existing capacity or obtain the
needed funding, or at what interest rate and collateral
requirements. Additionally, the Event of Default and Chapter 11
filing has adversely effected the financing facilities of its
international operations. As such, each lender continues to
review their loans to the Company. There is no assurance that
existing loans will not be cancelled or adversely modified.

Continued losses will adversely affect ANC's financial condition
and may affect its ability to obtain incremental financing,
satisfy its liquidity needs, comply with covenants contained
within its loan agreements and fully utilize certain deferred
tax and intangible assets. There is no assurance that it will be
able to generate sufficient operating cash flows, secure
additional financing facilities to meet its on-going financing
needs, refinance existing indebtedness, comply with covenants in
future periods or fully utilize certain deferred tax and
intangible assets. Its continued losses and Chapter 11 filing
raise substantial doubt about ANC's ability to continue as a
going concern.

Revenues for the three months ended September 30, 2002 were
$713.3 million, as opposed to $908.3 million for the same period
of 2001.  For the nine months ended September 30, 2002 revenues
were $1,969.4 million, as compared to $2,527.9 million for the
same nine months of 2001.  Net loss for the three month period
ended September 30, 2002 was $72.9 million, as compared to the
net loss of $381.5 million for the same 2001 three month period.
Net loss for the nine months ended September 30, 2002 was $435.8
million, while the net loss in the nine months ended September
30, 2001 was $438.1 million.


ANNUITY & LIFE: Fitch Further Junks Fin'l Strength Rating to C
--------------------------------------------------------------
Fitch Ratings has lowered the insurer financial strength rating
of Annuity & Life Reassurance, Ltd., to 'C' from 'CC'. The
Rating Watch remains Negative.

Today's rating action reflects additional disclosures in an
amended third quarter 2002 10-Q filed by the company today. In
particular, the company added a Going Concern and Subsequent
Events statement disclosing that the company has been served
with a statutory demand under Bermuda law, which if deemed
valid, could lead to liquidation if the company is unable to
satisfy the obligations claimed by the filing party.

On February 26, 2003, Fitch downgraded ANR's insurer financial
strength rating from 'CCC' to 'CC', following the company's
public disclosure on February 24th of a number of adverse
developments related to its operating performance and financial
position. Of particular concern to Fitch were the company's
announcements that it had ceased writing new business and had
notified its existing reinsurance clients that it cannot accept
additional cessions under previously established treaties, as
well as disclosure of continued adverse mortality and a large
number of open claim submissions. These disclosures, combined
with other negative developments, led the company to announce
that a significant loss will be reported in the fourth quarter
of 2002, and for the year, although the company has not yet
disclosed the severity of those losses.

The company also acknowledged in its February press release that
it fell $15 million short of securing a letter of credit issued
in its favor by The Manufacturers Life Insurance Company. In
addition, the company still has not satisfied yearend 2002
collateral requirements for the benefit of certain ceding
companies.

Being Bermuda-based, ANR is an unauthorized reinsurer in the
U.S., and like all unauthorized reinsurers, it must post
collateral to the benefit of its U.S. ceding companies per U.S.
regulatory requirements. Such collateral can be provided in the
form of trust deposits and/or letters of credit. The company
disclosed in its amended third quarter 2002 10-Q that its
cedents now claim that the company must satisfy a total of
approximately $140 million of additional collateral
requirements.

The Rating Watch Negative will remain in place until after ANR
reports fourth quarter 2002 results, and Fitch is able to better
judge the impact of the loss on capital.

                         Rating Action

                  Annuity & Life Reassurance, Ltd.

       -- Insurer financial strength Downgrade 'C'/ Negative.


ATA HOLDING: Marketing Head Willie McKnight Jr. Leaves Company
--------------------------------------------------------------
ATA Holdings Corp. (Nasdaq:ATAH), parent company of ATA
Airlines, Inc., announced the departure of its chief sales and
marketing officer. Willie G. McKnight, Jr., Executive Vice
President, Marketing and Sales has left the company, effective
immediately, to pursue other interests.

No immediate successor to McKnight has been named. "We will take
the necessary time to find the best available person," ATA
Chairman and CEO George Mikelsons said.

ATA -- whose corporate credit is rated by Standard & Poor's at
'B-' -- is the nation's 10th largest passenger carrier, based on
revenue passenger miles and operates significant scheduled
services from Chicago-Midway, Indianapolis, St. Petersburg, Fla.
and San Francisco to over 40 business and vacation destinations.
Stock of the Company's parent company, ATA Holdings Corp.
(formerly known as Amtran, Inc.), is traded on the Nasdaq stock
market under the symbol "ATAH." For more information about the
Company, visit the Web site at http://www.ata.com


AUDIOVOX CORP: Nasdaq Intends to Delist Shares Effective Mar. 27
----------------------------------------------------------------
Audiovox Corporation (Nasdaq: VOXXE) announced that on March 18,
2003, it received a NASDAQ Staff Determination indicating that
the Company has failed to comply with the filing requirement for
continued listing set forth in NASD Marketplace Rule
4310(C)(14), and that its securities are, therefore, subject to
delisting from The Nasdaq Stock Market, Inc.  NASD Marketplace
Rule 4310(C)(14) requires that Nasdaq issuers timely file their
periodic reports in compliance with the reporting obligations
under the federal securities laws.

As previously announced on March 14, 2003, the Company has not
timely filed its Annual Report on Form 10-K for the fiscal year
ended November 30, 2002. At the opening of business yesterday,
March 20, 2003, the Company's trading symbol, "VOXX", was
amended to include the fifth character "E" to denote the
Company's filing delinquency.

The Company intends to request a hearing before a Nasdaq Listing
Qualification Panel to review the Staff Determination in
accordance with NASD Marketplace Rule 4800 Series. The time and
place of such hearing will be determined by the Panel. If the
Company does not request a hearing by today, its securities will
be delisted from Nasdaq at the opening of business on March 27,
2003 without further notice. There can be no assurance that the
Panel will grant the Company's request for continued listing,
however, the Company understands that, if it files its 2002 Form
10-K prior to the hearing, the Company's listing will be
reinstated.

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

As reported in Troubled Company Reporter's March 18, 2003, the
Company announced that for the first fiscal quarter 2003 ended
February 28, 2003, the Company's guidance is for revenues in the
range of $290 - $305 million as a result of improved performance
in both operating subsidiaries, which represents an increase of
56% - 61% over fiscal first quarter 2002.

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


BAY VIEW CAPITAL: S&P Withdraws Ratings Amid Company Liquidation
----------------------------------------------------------------
Standard & Poor's Ratings Services withdrew all its ratings on
Bay View Capital Corp., and its subsidiaries (including Bay View
Bank N.A.) except the 'B-' preferred stock rating on its
subsidiary, Bay View Capital Trust I. These ratings are being
withdrawn as the company liquidates itself.

The preferred stock rating on Bay View Capital Corp.'s
subsidiary, Bay View Capital Trust I, is based on the parent
organization's liquidation strategy. The majority of assets have
been sold, and liquidation accounting has been adopted to
facilitate the orderly wind-down of operations and the eventual
dissolution of all assets and net cash proceeds to be paid back
to stockholders. All formerly rated debt has been retired and
there remains only the $90 million of preferred stock of Bay
View Capital Trust I. This debt will remain outstanding until
the issue can be called at the end of 2003.

Currently there remains only the auto lending business as a
continuing operation, with the remainder of assets being
assorted leftover loans, leases, cash, and a small investment
portfolio. "The company has been funding itself with brokered
CDs since it closed the sale of its depository franchise on
Nov. 1, 2002, but these will all mature by the end of March
2003," said credit analyst Robert B. Hoban, Jr.

With the adoption of liquidation accounting, capital is
expressed as total assets net of all liabilities, and was 47% of
total assets in liquidation. This represents the proceeds from
the various asset sales that have accumulated and are available
to pay off the preferred stock, with the remainder distributed
to the equity holders at the end of the liquidation. The final
dissolution of the company is expected to take place in
September 2005 to allow the company to take advantage of net
operating loss carryforwards and other deferred tax assets, as
well as to allow the auto company to benefit from expansion of
its business activity.

The auto business has had a solid operating history, with good
asset quality and earnings. It does not represent undue risk to
the ability of Bay View to meet its preferred stock obligations.
In addition to the auto loans, there is $27 million of
nonperforming assets and $17.7 million of delinquencies that
represent some risk, as well as another $141 million of
performing commercial loans net of mark-to-market allowances.
Remaining liquidity includes cash and cash equivalents of $223
million. The brokered CDs will be running off by month-end, and
are expected to be replaced by warehouse lines and periodic
securitization of the auto receivables.


BROWN JORDAN: S&P Ups Credit Rating to CC Following Note Payment
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on furniture manufacturer Brown Jordan International
Inc., to 'CC' from 'SD' (selective default), and raised its
subordinated debt rating to 'C' from 'D'. At the same time,
Standard & Poor's affirmed its 'CC' senior secured bank loan
rating on the company.

The outlook is negative.

"The rating actions follow Brown Jordan's March 20, 2003,
payment of interest to holders of its 12.75% notes due 2007, a
payment made within the cure period for the notes," said
Standard & Poor's credit analyst Martin Kounitz. Pompano Beach,
Fla.-based Brown Jordan was able to make this interest payment
because its senior lenders amended their bank loan agreement by
reducing their lending commitment and by loosening covenants.
In return, Trivest Fund III L.P., the entity that is the
majority equity owner of Brown Jordan, agreed to provide a
guaranty of future subordinated debt interest amounts. This
guaranty ensures that senior lenders would not be disadvantaged
by payments made on the subordinated debt.

Standard & Poor's will meet with Brown Jordan management to
further assess the company's financial and business prospects.
The company is a designer, manufacturer, and distributor of
casual indoor and outdoor residential furniture, and other
product lines of office furniture.


BUDGET GROUP: Court Extends Removal Period Until April 23, 2003
---------------------------------------------------------------
Judge Walrath extends Budget Group Inc., and its debtor-
affiliates' deadline to remove actions to April 23, 2003 or 30
days after the termination of the automatic stay with respect to
particular actions to be removed. (Budget Group Bankruptcy News,
Issue No. 17; Bankruptcy Creditors' Service, Inc., 609/392-0900)


CADIZ INC: Elects to Forego Proposed Reverse Stock Split
--------------------------------------------------------
Cadiz Inc., (Nasdaq:CLCI) has elected not to proceed with the
reverse split of its common stock needed to maintain its listing
on The Nasdaq National Market. Therefore, effective March 27,
2003, the common stock of Cadiz will be delisted from trading on
The Nasdaq National Market.

"The Nasdaq had approved a plan whereby the Company would have
maintained its listing through a reverse stock split," said
Keith Brackpool, Cadiz' Chairman and CEO. "However, in light of
ongoing events, the Company cannot be certain that the benefits
of maintaining a Nasdaq listing will outweigh the disadvantages
that management, and many of our stockholders, feel could
potentially result from a reverse split.

"The Company does not believe that the delisting will have a
material impact upon the discussions in which the Company is
currently engaged concerning its future direction. The Company
continues to believe that its land and water resources have
significant value, and it is considering a variety of
structuring and financing alternatives designed to preserve this
value for its various stakeholders. We greatly appreciate the
patience and cooperation of our stockholders during this time."

The Company had originally received a Nasdaq Staff Determination
on December 16, 2002 indicating that the Company was not in
compliance with the stockholders' equity requirement for
continued listing. The Company received further determinations
on January 2, 2003 and March 18, 2003 of failure to meet the
minimum bid price requirement. In January, the Company submitted
a plan (to which Nasdaq assented) whereby it would seek
stockholder approval in March for a reverse split of the
Company's common stock at a ratio sufficient to meet the
Nasdaq's minimum trading price requirement. Although the Company
filed a preliminary proxy statement with the SEC describing the
reverse split proposal, the Company has chosen not to proceed
with the reverse split process.

The Company expects that its common stock will trade on the OTC
Bulletin Board under the symbol "CLCI" following the Nasdaq
delisting.

Founded in 1983, Cadiz Inc., is a publicly held water resource
management and agricultural firm. With its subsidiary, Sun World
International, Inc., Cadiz is one of the largest vertically
integrated agricultural companies in California. The Company
owns significant landholdings with substantial water resources
throughout California. Further information on the Company can be
obtained by visiting its corporate Web site at
http://www.cadizinc.com

                          *     *     *

Cadiz Inc.'s September 30, 2002 balance sheet shows a working
capital deficit of about $29 million, with a declining net
capital of about $8 million.

In Form 10-Q filed on November 14, 2002, the Company stated:

"On October 8, 2002, the Board of Directors of the Metropolitan
Water District of Southern California voted not to adopt the
Metropolitan staff's recommendation to approve the terms and
conditions of the right-of-way grant issued by the U.S.
Department of the Interior for the Cadiz Program by a vote of
47.11% in favor and 47.36% against the recommendation. Instead,
the Board approved an alternative motion to reject the terms and
conditions of the right-of-way grant and to not proceed with the
Cadiz Program by a vote of 50.25% in favor and 44.22% against.
The terms and conditions of the right-of-way grant issued by the
U.S. Department of Interior was part of their Record of Decision
issued upon approval of the Final Environmental Impact Statement
for the Cadiz Program in August 2002, the final step in the
federal environmental review process for the Cadiz Program.

"Irrespective of Metropolitan's actions, Southern California's
need for water storage and supply programs has not abated.
Cadiz management believes there are several different scenarios
to maximize the value of this water resource, all of which are
under current evaluation.  These alternatives may have different
anticipated capital requirements and implementation periods than
the previously disclosed contractual arrangements for the Cadiz
Program.  Consequently, the Company has taken prompt action to
extend the maturity dates of its outstanding debt at the Cadiz
level.

"As of September 30, 2002, Cadiz had approximately $10.1 million
outstanding under a senior term loan facility and $25 million
under a $25 million revolving credit facility with the same
lender, ING Capital LLC (ING).  In October 2002, the Company
reached an agreement with ING for a three-year extension of the
maturity date of both loans to January 31, 2006.

"With this extension, ING will hold warrants to purchase
7,425,000 shares of Cadiz common stock at an exercise price of
$0.01 per share of which 5,000,000 will be newly issued
warrants. Further, ING's right to convert $10 million of the
revolving credit facility into 1,250,000 shares of our stock, is
extended until January 31, 2006.  As such, ING will have the
right to acquire in the aggregate approximately 18% of the
Company's outstanding capital stock on a fully diluted basis.
ING will also hold pre-emptive rights as to future capital
raising equity issuances as long as its loans are outstanding
and it holds beneficial ownership of at least 6,100,000 shares
of our stock. This extension agreement with ING is subject to
execution of definitive documentation.  The estimated value of
the new warrants, warrant modifications and modification of
conversion items will be accounted for as a cost of extending
the debt and will be amortized over the extension period.

"The interest rate on both ING loans, as extended, will be 8%
per annum in cash or, at the Company's election, 4% per annum in
cash plus 8% per annum in kind, in each case payable quarterly.

"Additionally, in October 2002, the Company entered into an
agreement with the holders of all outstanding Series D, Series
E-1 and Series E-2 preferred stock which will allow the Company,
at any time prior to December 31, 2002, to amend the terms of
each such Series in order to extend the mandatory redemption
date to July 2006.  Upon the filing of the amendment, the
conversion price into which Series D, Series E-1 and Series E-2
stock may be converted into Cadiz common stock will be reduced
to $5.25 per share.  The Company expects to effectuate this
amendment following the execution of definitive documentation
for the extension of the ING loans.  The estimated value of the
modification to the conversion terms will be accounted for as a
beneficial conversion feature and amortized as a deemed dividend
over the mandatory redemption period.

"Sun World will require its annual revolving credit facility
for the 2003 growing season.  Sun World estimates that it will
also require approximately $15 million in additional financing
beyond that available under the revolving credit facility to
bridge the gap that occurs from April to June between borrowing
levels historically allowed for by Sun World's revolving credit
facility and cash needed to fund farming expenses.
Approximately $5 million of these amounts are expected to be
used to retire an unsecured $5 million loan due December 31,
2002.

"Sun World expects that in order to obtain its annual
revolving credit facility for the 2003 growing season it will be
required to provide adequate assurances to its lender of Sun
World's ability to obtain this additional $15 million in
funding. Cadiz' outstanding loan facilities also require that
Sun World continue to maintain its revolving credit facility.

"Sun World believes that it will be able to borrow this
additional funding on commercially reasonable terms if it is
able to reach certain arrangements with the holders of the First
Mortgage Notes.  Sun World is currently in discussion with
holders to allow for this new funding and, although no
assurances can be given, believes the consent of holders can be
obtained upon terms acceptable both to Sun World and the
consenting note holders. Should the required consent of note
holders not be obtained, Sun World will look to obtain this
additional funding in a manner that does not require the
consent.

"The Company's ability to operate is dependent on our ability
to successfully obtain the working capital funding noted above.
The unaudited consolidated financial statements have been
prepared assuming the Company will continue as a going concern.
The financial statements do not include any adjustments that
might be necessary if it is unable to continue as a going
concern or that may result from the outcome of any of these
uncertainties. However, although no assurances can be given, we
remain confident that we will be able to obtain this funding."


CANNONDALE: Pegasus Unit Pitches Best Bid for Certain Assets
------------------------------------------------------------
Cannondale Corporation (BIKEQ.PK) announced the results of
Thursday's separate auctions of its bicycle and motorsports
divisions. The auctions for the assets of both divisions were
conducted under Section 363 of the United States Bankruptcy Code
at the Company's Bethel, Connecticut headquarters, pursuant to
the March 3rd, 2003 order by the Bankruptcy Court. Cannondale
filed a voluntary petition for chapter 11 protection in the U.S.
Bankruptcy Court in the District of Connecticut (Bridgeport
Division) on January 29th, 2003.

After a vigorous auction, the assets of the Company's bicycle
and motorsports divisions are to be purchased by an affiliate of
Pegasus Partners II, L.P., subject to the approval of the
Bankruptcy Court. The terms of the winning bids were not
disclosed. Cannondale's largest secured creditor, Pegasus had
agreed in late January to act as the "stalking horse" bidder in
the sale. At that time, Pegasus stated its commitment to working
with current management and operating the bicycle business as a
going concern. Pegasus has indicated that it does not intend to
operate the motorsports division.

Cannondale's founder Joe Montgomery was pleased with the outcome
of the auction. "This is a huge step toward successfully
realizing our three key objectives: ensuring a quick emergence
from chapter 11, restoring focus and adding resources to the
bike division so it can continue to thrive and prosper, and
preserving our employees' jobs in Connecticut and Pennsylvania."
Besides its Connecticut and Pennsylvania locations, the Company
also operates subsidiaries in Europe, Japan and Australia.
Although included in the sale, the subsidiaries had not been
included in or affected by the Chapter 11 filing.

Montgomery was also eager to thank the many groups who have
supported Cannondale through the Chapter 11 process. "Our
dealers, suppliers, customers and employees have really stood by
us, and we're extremely grateful." said Montgomery. "I'd also
like to thank the many state officials in Pennsylvania who have
been so cooperative and supportive, particularly the Governor's
Action Team and the Department Of Community And Economic
Development. I'm confident that the senior management team, led
by Dan Alloway and Scott Montgomery, will continue to uphold the
culture and values that have made Cannondale a great company."

Scott Montgomery and Alloway voiced their eagerness to move
forward as Cannondale begins to emerge from bankruptcy. "The
successful auction and the speedy resolution now enables us to
focus on bicycle delivery and service as we enter the busy
spring selling," said Alloway, Cannondale's Vice President of
Sales and European Operations. Scott Montgomery, Cannondale's
Vice President of Marketing, concurred. "We're happy to be able
to concentrate on the bike business again, and we're feeling
great about the future with Pegasus as our partner," said
Montgomery. "We're producing and shipping 2003 product every
day, and the 2004 line is loaded with new innovations."

David Uri, a Partner at Pegasus explained its bid for
Cannondale. "Cannondale is one of the world's premium bicycle
brands," said Uri. "The fact that the bike division has remained
profitable despite the distraction and costs of its now closed
motorsports business clearly demonstrates the strength of the
brand. Our job now is to let Cannondale concentrate on what
Cannondale does best -- designing, manufacturing and marketing
lightweight, high-performance bicycles for the specialty retail
market."

Jeffrey R. Manning of Legg Mason Wood Walker, Inc, the
Baltimore, Maryland-based financial firm that assisted
Cannondale in the sale process, stated that there was a great
deal of interest in the Company, despite the uncertain economy
and events in the Middle East. "Cannondale is an internationally
recognized brand, the bike business is profitable, and has
always been profitable," Manning added. "With the ability to
focus exclusively on its bike business, the Company should do
very well as it emerges from bankruptcy."

The auction marks Cannondale's continued rapid progression
through the chapter 11 process. Earlier this month workers
returned to the Company's Bedford, Pennsylvania bike factory to
resume production of bicycles and cycling accessories, ending a
temporary work furlough. It is expected that Cannondale will
officially emerge from chapter 11 within the next several weeks,
following the Court's anticipated approval of yesterday's
auction and the subsequent closing of the sale. Elizabeth Fox of
Fox Racing Shox, Chairperson of the Official Committee of
Unsecured Creditors, stated that in connection with the auction
process, the Committee reached a favorable agreement with
Pegasus and fully supports the sale to Pegasus. Fox commented
that she hoped this agreement would pave the way for the
continuation of the supportive relationship between Cannondale
and its vendors.

Cannondale is the world's leading manufacturer of innovative,
high-performance, lightweight aluminum bicycles, successfully
marketing its bicycles and cycling accessories in more than 70
countries worldwide.

Pegasus Capital Advisors, L.P., based in Greenwich, Connecticut,
is a private equity investment firm with approximately $800
million under management.

Legg Mason Wood Walker, Incorporated is a wholly-owned
subsidiary of Legg Mason, Inc. (NYSE: LM), a Baltimore,
Maryland-based holding company that provides asset management,
securities brokerage, investment banking, and related financial
services through its subsidiaries.


CENTRAL EUROPEAN MEDIA: Secures Control of Romanian Licenses
------------------------------------------------------------
Central European Media Enterprises Ltd., (Nasdaq: CETV) has
reached an agreement with its partners in Romania to assume
majority control in PRO TV Srl, to convert PRO TV to a joint
stock company and to consolidate broadcasting operations in
Romania. On completion of the entire restructuring, the Company
will have secured direct control over its broadcasting license
holders in Romania, reduced the cost and number of its operating
companies, and simplified operations.

In response to a new audio-visual law in Romania, the Company
has agreed to transfer broadcasting operations from Media Pro
International SA, in which the Company has a 66% equity
interest, to PRO TV. In connection with this transfer, the
Company will receive additional equity in PRO TV to increase its
ownership from 49% to 66% and will obtain control over its
broadcasting licenses. PRO TV holds 19 of the 22 licenses for
the stations that comprise the PRO TV network, including PRO TV
International. Mr. Sarbu and Mr. Tiriac, its partners in
Romania, will own substantially all of the remainder of PRO TV.

Following the increase of the Company's equity stake in PRO TV,
the Company and its partners have agreed to transfer the
remaining three licenses for the PRO TV network as well as the
licenses for the PRO FM and PRO AM radio networks to PRO TV.
These licenses are currently held by Media Pro Srl, in which the
Company holds a 44% interest. This transfer is subject to the
approval of the Romanian Media Council, which the Company
anticipates it will receive. It is expected that the entire
restructuring will be completed during the second quarter of
this year.

Commenting on the transaction, Fred Klinkhammer, President and
Chief Executive Officer of CME noted, "We are extremely pleased
with this agreement. Establishing majority control over our
licenses in Romania and consolidating our broadcasting
operations there allows the Company to ensure it continues to
benefit from the growing strength of our Romanian operations and
aligns our interest and that of our partners."

Central European Media Enterprises Ltd., is a TV broadcasting
company with leading stations in four countries reaching an
aggregate of approximately 71 million people. The Company's
television stations are located in Romania (PRO TV, Acasa),
Slovenia (POP TV, Kanal A), Slovakia (Markiza TV) and Ukraine
(Studio 1+1). CME is traded on the NASDAQ under the ticker
symbol "CETV".

For additional information on CME please visit
http://www.cetv-net.com

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


CONSECO FINANCE: Wants to Convert CFSC Affiliate to Delaware LLC
----------------------------------------------------------------
The Conseco Debtors ask the Court for permission to convert
Conseco Finance Servicing Corporation from a Delaware
corporation to a Delaware limited liability company.  The
conversion will reduce the number of state tax returns that the
Debtors are required to file and ease other administrative
burdens on CFC and CFSC.  The conversion may also result in
future tax savings for CFC shareholders.

Upon conversion, CFC would be the sole owner of CFSC, meaning
that CFSC would be disregarded for federal income tax purposes.
Because the tax laws of many states track the federal tax law,
the conversion would cause CFSC to be treated as part of CFC for
state tax filing purposes.  Instead of CFC and CFSC filing
returns in states where they do business, only CFC would be
required to file a return. (Conseco Bankruptcy News, Issue No.
14; Bankruptcy Creditors' Service, Inc., 609/392-0900)


CONSECO INC: Wants Nod for Herzog Separation & Consulting Pact
--------------------------------------------------------------
David K. Herzog is the former general counsel of Conseco and
served as a member of the Board of Directors of certain Conseco
subsidiaries.  Mr. Herzog's employment relationship with Conseco
ended on February 12, 2003.  The Debtors have since determined
that it is in their best interest to retain Mr. Herzog's
services as an independent consultant.

Accordingly, the Debtors seek Judge Doyle's permission to enter
into a separation and consulting agreement with Mr. Herzog.  The
Debtors also ask the Court to accord payments to Mr. Herzog with
administrative expense priority under Section 503(b) of the
Bankruptcy Code.

Under the Consulting Agreement, Conseco proposes to retain Mr.
Herzog as an independent consultant for 18 months.  Conseco will
pay Mr. Herzog $600,000 in 18 equal monthly installments plus a
$600,000 lump sum after the consulting period.  Mr. Herzog will
perform no more than 40 hours of service per month.

Mr. Herzog will not disclose any confidential information at any
time.  He will not render services to any competitor or other
industry participant.

James H.M. Sprayregen, Esq., at Kirkland & Ellis, tells the
Court that if Mr. Herzog does not perform these services, the
Debtors will incur additional expenses in retaining and paying
other consultants who do not have the expertise and
institutional knowledge Mr. Herzog has.  Additionally, retaining
outside consultants could delay the resolution of sensitive
matters that were under Mr. Herzog's preview.  This may hinder
the Debtors' ability to effectuate a successful reorganization.
(Conseco Bankruptcy News, Issue No. 14; Bankruptcy Creditors'
Service, Inc., 609/392-0900)

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


DATAVON INC: Asset Auction Sale Scheduled for April 1, 2003
-----------------------------------------------------------
On February 20, 2003, the United States Bankruptcy Court for the
District of Texas, Dallas Division, approved the proposed
bidding procedures of majority of the assets of DataVon Inc.,
and its affiliates Video Intelligence, Inc., and Zydeco
Exploration, Inc., free and clear of liens and encumbrances.

The Debtors entered into an Asset Purchase Agreement to sell the
assets to PowerNet Global for approximately $7.3 million,
including a $50,000 good faith deposit. The sale is subject to
higher and better offers.

The Court will conduct a sale auction and a hearing commencing
on April 1, 2003, at 9:30 a.m. CST, at 1100 Commerce St.,
Dallas, Texas, with the Honorable Steven Felsenthal presiding.

The period for soliciting qualified bids closed yesterday.

DataVon, Inc., the primary operating subsidiary of DTVN
Holdings, Inc., is a provider of wholesale enhanced information
services. The company provides toll quality voice and data
communications services over private IP networks to carrier and
enterprise customers. DataVon filed for Chapter 11 protection on
Oct. 1, 2002, (Bankr. N.D. Tex. Case No. 02-38600). Jeffrey Ross
Fine, Esq., at Hughes & Luce, LLP represents the Debtors in its
liquidating efforts. When the Debtors filed for protection from
its creditors, it listed total assets of about $2.6 million and
total debts of about $951,779.


DIAL CORP: S&P Revises Ratings Outlook to Positive from Stable
--------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook
for household products manufacturer Dial Corp., to positive from
stable. At the same time, Standard & Poor's affirmed its ratings
on Dial.

Total debt at Dec. 31, 2002, was about $458 million.

The outlook revision is based on Dial's improved operating
results and better cash flows, resulting in stronger credit
protection measures and liquidity. "While Dial has announced its
interest in building the product portfolio through a possible
acquisition within the next year, Standard & Poor's believes the
company's credit profile would remain in line with the rating
category should such an event take place," said Standard &
Poor's credit analyst Lori Harris. "Furthermore, Standard &
Poor's views Dial's interest in strengthening its portfolio
through the addition of other household products brands as a
positive step."

Dial's ratings are based on its improved financial profile and
solid market position in the laundry, soap, air freshener, and
canned meat categories. These factors are partially offset by
the company's limited product portfolio and international
presence. In addition, Dial's core categories are mature and
highly competitive. The company competes with industry leaders
Procter & Gamble Co. and Unilever N.V., which together
control the majority of the U.S. soap and detergent categories.

Dial's operating margin (before depreciation, amortization, and
one-time charges) improved to 20.3% in 2002 from 18.5% the
previous year due to lower manufacturing, distribution, and raw
material costs, partially offset by increased marketing
spending. Credit measures (adjusted for operating leases and
one-time charges) also strengthened in 2002, with pretax
interest coverage of about 6x and debt to EBITDA of 2x. Absent
an acquisition, Standard & Poor's expects that credit ratios
will show further strengthening in 2003 as management remains
focused on improving earnings. Importantly, Standard & Poor's
expects that Dial will seek additional investments in consumer
brands in the intermediate term that could utilize a portion of
its considerable financial cushion for the current rating.

                         *   *   *

As previously reported, Standard & Poor's rates the Company's
$250,000,000 of 7% Notes due August 15, 2006, and $250,000,000
of 6-1/2% Notes sue September 15, 2008, in low-B territory.


DSI TOYS: Fails to Comply with Nasdaq Min. Listing Requirements
---------------------------------------------------------------
DSI Toys Inc., (Nasdaq:DSIT) has received a Nasdaq Staff
Determination letter indicating that (i) the Company was not in
compliance with the US$1.00 minimum bid price per share
requirement for continued listing as set forth in Marketplace
Rule 4310(C)(4), and (ii) due to non-payment of the first
installment of its 2003 Nasdaq SmallCap Market annual fees, the
Company was not in compliance with Marketplace Rule 4310(C).
Consequently, the Company's securities will be delisted from the
Nasdaq SmallCap Market at the opening of business on March 27,
2003. The Company will not appeal the determination.

The Company's common stock will be immediately eligible for
quotation on the over-the-counter Bulletin Board (OTCBB)
electronic quotation system, effective with the open of business
on March 27, 2003, under the ticker symbol "DSIT."

On Jan. 29, 2002, the Company announced that it had received a
proposal to engage in a going private transaction in the form of
a merger with an entity controlled by E. Thomas Martin, the
Company's chairman. Negotiations in connection with the going
private transaction are ongoing and are not affected by the
delisting of the Company's securities from the Nasdaq SmallCap
Market.

The Company designs, develops, markets and distributes high-
quality, innovative dolls, toys and consumer electronics
products. Core products include Tech-Linkr communications
products, KAWASAKI(R) electronic musical instruments,
GearHead(TM) remote control vehicles, DJ Skribble(R)'s
Spinheads(TM) musical figures and toys, a full range of special
feature doll brands including Sweet Faith(R), Pride & Joy(R),
Too Cute Twins(R), Lovin' Touch(TM) life like dolls, Baby Knows
Her Name(TM) talking doll, Childhood Verses(TM) nursery rhyme
dolls, Little Darlings(R) dolls and Collectible Plush, including
Kitty, Kitty, Kittens(R) and Puppy, Puppy, Puppies(R). The
Company's Web site can be reached at http://www.DSIToys.com

                             *    *    *

                              Liquidity

DSI Toys, Inc.'s September 30, 2002 balance sheet shows a
working capital deficit of about $4 million, while its total
shareholders' equity has further shrunk to about $3 million from
about $9 million (recorded at Dec. 31, 2001).

The Company's net losses for the nine months ended September 30,
2002, resulted in the Company being out of compliance with
certain financial covenants required under the revolving credit
facility between Sunrock Capital Corp., and the Company.
Therefore, the Company's $6.3 million debt under the Revolver as
of September 30, 2002, has been reclassified as a current
liability.  As a result, the Company's current liabilities
exceeded its current assets by $3.8 million as of September 30,
2002. If Sunrock were to accelerate the Revolver, the $6.3
million debt would become immediately due and payable.

The Company is in negotiations with Sunrock to amend the
Revolver to bring the Company back into compliance.  The
Company's viability as a going concern is dependent upon
successful negotiations with Sunrock or a substantial capital
infusion. The accompanying financial statements do not include
any adjustments that might be necessary if the Company is unable
to continue as a going concern.

To the extent the Company's cash reserves and cash flows from
operations are insufficient to meet future cash requirements,
the Company will need to successfully raise additional capital
through additional equity infusion or the issuance of debt.
However, there can be no assurance the Company will meet its
projected operating results or be successful either in obtaining
additional capital, or amending the Revolver.  The Company's
executive management believes that the Company will be able to
either amend the Revolver or obtain necessary additional capital
to allow the Company to continue its normal operations for the
forseeable future.


ELECTROPURE: Company's Cash Insufficient to Continue Operations
---------------------------------------------------------------
Electropure's net sales in fiscal 2003 decreased by $303,340, or
56.4%, from 537,643 in fiscal 2002 to $234,303. The decrease in
revenues was due to the decline in the overall economic
environment and resulted in reduced capital spending for water
treatment products in most of the Company's target markets. In
particular, deteriorating conditions in the power generation
industry which began in fiscal 2002 resulted in delays and
cancellations of new generation plants being constructed.

From a geographic perspective, net sales in the United States
and the Americas, which represent 21% of net sales in fiscal
2003, accounted for 90%, or $272,457, of the decline from the
prior fiscal period. Net sales in Asia also declined in fiscal
2003 by $37,303, or 12%, while sales in Europe increased by 2%,
or $6,420. Sales in Asia and Europe accounted for 40.8% and
38.2% of net sales for the three months ended January 31, 2003.

At January 31, 2003, Electropure had a working capital deficit
of $1,709,506.  This represents a working capital decrease of
$1,359,253 compared to that reported at October 31, 2002.  The
decrease includes a $350,000 increase in notes payable and
accrued interest of $24,000 as well as the reclassification of a
$1,000,000 loan due in January 2004 to a current liability.  The
working capital decrease in fiscal 2003 was partially offset by
a $26,267 increase in inventories and a $12,850 reduction of
current liabilities resulting from the application of customer
deposits on sales orders fulfilled.

Electropure's primary sources of working capital have been from
short-term loans and from the sale of private placement
securities.  During fiscal 2003, the Company received $50,000 in
net proceeds from the sale of 227,273 shares of common stock to
its largest shareholder.  It also received $350,000 in short
term loans from this shareholder during the three months ended
January 31, 2003 and $100,000 in loan proceeds in February 2003.

Sales of the Company's EDI and membrane products during the
three months ended January 31, 2003 amounted to $234,303.
Shipments of EDI products are made as promptly as possible after
receipt of firm purchase orders in accordance with delivery
requirements stipulated by the customer. As of January 31, 2003,
the Company had accepted firm orders for delivery of unshipped
EDI modules valued at $100,000.

In the opinion of management, available funds, accounts
receivable, and proceeds to be realized from the sale of EDI
products currently on order, are expected to satisfy Company
working capital requirements through April 2003.  Electropure's
independent auditors have included an explanatory paragraph in
their report on the financial statements for the year ended
October 31, 2002 which raises substantial doubt about the
Company's ability to continue as a going concern.

Currently, Electropure is seeking working capital through
manufacturing arrangements, strategic partnerships, loans and/or
the sale of private placement securities so that it may expand
its EDI marketing efforts and further the MIT research program.
This approach is intended to optimize the value of its EDI
technology and the MIT System as ElectroPure discusses licensing
and/or joint venture arrangements with potential candidates. The
implementation of these strategies will be dependent upon the
Company's ability to secure sufficient working capital in a
timely manner and will require the approval of its shareholders
if any arrangement involves the sale or encumbrance of its
assets .

Electropure will be required to raise substantial amounts of new
financing in the form of additional equity investments, loan
financings, or from strategic partnerships, to carry out its
business objectives. There can be no assurance that it will be
able to obtain additional financing on terms that are acceptable
to it and at the time required by it, or at all.  Further, any
financing may cause dilution of the interests of its current
shareholders. If unable to obtain additional equity or loan
financing, Electropure's financial condition and results of
operations will be materially adversely affected.  Moreover,
estimates of its cash requirements to carry out its current
business objectives are based upon various assumptions,
including assumptions as to revenues, net income or loss and
other factors, and there can be no assurance that these
assumptions will prove to be accurate or that unbudgeted costs
will not be incurred. Future events, including the problems,
delays, expenses and difficulties frequently encountered by
similarly situated companies, as well as changes in economic,
regulatory or competitive conditions, may lead to cost increases
that could have a material adverse effect on the Company and on
its plans. If not successful in obtaining loans or equity
financing for future developments, it is unlikely that
Electropure will have sufficient cash to continue to conduct
operations, particularly research and development programs, as
currently planned. Management believes that in order to raise
needed capital, the Company may be required to issue debt at
significantly higher interest rates or equity securities that
are significantly lower than the current market price of its
common stock.

No assurances can be given that currently available funds will
satisfy Electropure's working capital needs for the period
estimated, or that the Company can obtain additional working
capital through the sale of common stock or other securities,
the issuance of indebtedness or otherwise or on terms acceptable
to it. Further, no assurances can be given that any such equity
financing will not result in a further substantial dilution to
the existing shareholders or will be on terms satisfactory to
ElectroPure.


ENRON CORP: Intends to Execute PGE Options Termination Agreement
----------------------------------------------------------------
Pursuant to Section 105, 363(b) and 365 of the Bankruptcy Code
and Rules 2002, 6004 and 9013 of the Federal Rules of Bankruptcy
Procedure, Enron Corp., Enron North America Corp. and Enron
Property & Services Corp., seek the Court's authority and
approval of:

   (a) the execution and delivery of three Termination
       Agreements in connection with an Option Agreement
       dated May 7, 2001 between Enron and Enron Northwest
       Finance, LLC;

   (b) the execution and delivery of a Tax Allocation Agreement;
       and

   (c) the consummation of the transactions execution of these
       agreements contemplates.

Brian S. Rosen, Esq., at Weil, Gotshal & Manges LLP, in New
York, relates that in May 2001, Enron developed a financing
structure, which included the formation of limited liability
companies to facilitate a contemplated infusion of third party
financing.  The transaction involved the transfer of certain
assets to the limited liability companies, including an option
to purchase shares in Portland General Electric Company for $1.
Notwithstanding the formation of the structure and the transfer
of the assets, the proposed third party financing never occurred
and, in view of the Debtors' financial circumstances, will never
occur.  As a result, the existence of the PGE Option is
extremely disadvantageous to the Debtors for both commercial and
tax reasons.

In May 2001, Enron and its seven affiliates established a
financing structure known as Tammy II.  The seven Tammy II
affiliates are:

     -- ENA
     -- JIPL, LP, Inc.
     -- EPSC
     -- Enron Finance Management, LLC
     -- ENF
     -- Enron Northwest Intermediate, LLC
     -- Enron Northwest Assets, LLC

The structure was designed to enable Enron to raise funds from
third parties in a tax-efficient manner.  Under this structure,
a third party "minority investment" was to be made to ENF, the
assets, except for the Enron Demand Note, were ultimately
contributed down to Enron Northwest Assets.  Hence, the
commercial objective of the "Tammy II" structure was not
achieved.

Mr. Rosen informs the Court that Enron contributed these assets
to ENF:

   (i) pursuant to the PGE Option Agreement, Enron granted to
       ENF an option -- the PGE Option -- to purchase, at any
       time prior to May 31, 2011, all of the issued and
       outstanding shares of common stock -- the PGE Stock -- of
       Portland General Electric Company for $1, which option
       have an agreed upon fair market value at the time of
       contribution of $2,100,000,000;

  (ii) pursuant to a Contribution Agreement dated June 6, 2001,
       by and between Enron and ENF, Enron contributed 3,276,811
       common units of EOTT Energy Partners LP, with an agreed
       upon fair market value at the time of contribution of
       $58,491,076;

(iii) pursuant to an Assignment of Limited Partnership
       Agreement dated August 9, 2001, Enron contributed that
       portion of Enron's limited partnership "tracker" interest
       in Joint Energy Development Investments Limited
       Partnership that related to JEDI's membership interest in
       McGarret XIV LLC and McGarret's interest in the common
       stock of Hanover Compressor Company; and

  (iv) $1,000.

In exchange of Enron's contributions, it received a Class B
Membership Interest in ENF.

In the same manner, EPSC made these contributions to ENF:

   (i) assigned to ENF a $200,000,000 demand promissory note
       issued and payable by Enron to EPSC, with an agreed upon
       fair market value at the time of contribution of
       $200,000,000; and

  (ii) contributed $1,000 to ENF.

In exchange for these contributions, EPSC received a Class B
Membership Interest in ENF.

To receive a Class B Membership Interest in ENF, JILP
contributed to ENF that portion of JILP's "tracker" interest in
Ponderosa Assets, LP.  EFM, on the other hand, contributed
$1,000 to ENF in exchange for a Class A Membership Interest in
ENF.  EFM is the managing member of ENF and Enron Northwest
Assets.

Furthermore, Mr. Rosen continues, Enron and JILP contributed
2.7150% and 95% respectively, of their Class B Membership
Interest in ENF to EPSC.  In exchange, Enron retained 1,000
shares of EPSC common stock while JILP received 20.1095 new
shares of common stock OF EPSC.

In addition, ENF contributed and assigned to ENI these assets:

   (i) the PGE Option, pursuant to an Assignment of Option
       Agreement, dated May 7, 2001, by and between ENF and ENI
       -- the Second PGE Option Agreement;

  (ii) the Enron Demand Note;

(iii) the EOTT Units, pursuant to an Assignment of EOTT Common
       Units, dated June 6, 2001, by and between ENF and ENI;
       and

  (iv) the Hanover Interests.

In exchange, ENF accordingly received 100% of the membership
interests of ENI.

Consequently, ENI contributed these assets to Enron Northwest
Assets:

   (i) the PGE Option, pursuant to an Assignment of Option
       Agreement, dated May 7, 2001, by and between ENI and
       Enron Northwest Assets;

  (ii) the EOTT Units, pursuant to an Assignment of EOTT Common
       Units, dated June 6, 2001, by and between ENI and Enron
       Northwest Assets;

(iii) the Hanover Interest; and

  (iv) $1,000.

Accordingly, ENI received a Class B Membership Interest in Enron
Northwest assets for its contributions.  Mr. Rosen notes that
ENI retained the Enron Demand Note.

In addition, EFM contributed $20,001,000 to Enron Northwest
Assets to receive Class A Membership Interest in Enron Northwest
Assets.  Shortly thereafter, Enron Northwest Assets loaned
$20,000,000 to Enron.

With these contemporaneous contributions of assets, Mr. Rosen
points out, certain Enron indebtedness was assigned to and
assumed by certain Tammy II Entities in different tranches and
at different times.  Specifically, two types of debt were
assigned:

   (a) $992,400,000 in principal amount of and certain accrued
       interest on unsecured notes, debentures and other
       evidences of indebtedness that had been issued pursuant
       to that certain Indenture, dated November 1, 1985,
       between Enron and Harris Trust and Savings Bank, as
       trustee, as supplemented and amended by the First
       Supplemental Indenture dated December 1, 1995, the
       Supplemental Indenture dated May 8, 1997, the Third
       Supplemental Indenture dated September 1, 1997 and the
       Fourth Supplemental Indenture dated August 17, 1999 --
       the Harris Trust Indenture; and

   (b) a promissory note dated March 21, 1997, in an original
       principal amount of $1,097,489,750 Houston Pipeline
       Company executed, and payable to Enron.

In connection with the assignment of the PGE Option and the EOTT
Units, $944,900,000 of the Debt Securities and the HPL Note were
assumed by two of the Tammy II Entities in May and June 2001.
Thereafter, in August 2001, $47,500,000 of additional Debt
Securities were assumed by two of the Tammy II Entities in
connection with the assignment of the Hanover Interests.
Importantly, none of the assumptions of indebtedness included a
novation of the indebtedness by the holders thereof or a
statement of third-party beneficiary status.  Consequently,
those holders did not become, and were not intended to become,
third party beneficiaries of ENI under the referenced assumption
agreements.

Mr. Rosen says that on March 31, 1997, Enron assigned its rights
in and under the HPL Note to Organizational Partner, Inc., and
guaranteed HPL's obligations to pay the HPL Note pursuant to the
Guaranty Agreement.  On the same day:

   (i) Organizational assigned its rights in and under the HPL
       Note and the Guaranty Agreement to Enron Pipeline Holding
       Company; and

  (ii) Enron, EPHC and HPL entered into an Assumption Agreement
       -- the First Assumption Agreement -- pursuant to which
       Enron assumed all of HPL's obligations under the HPL Note
       and HPL was released from its obligations under the HPL
       Note.

In May and June 2001, Enron and ENF executed an Assumption
Agreement -- the Second Assumption Agreement -- pursuant to
which ENF assumed and agreed to pay Enron's obligations under
the HPL Note and the First Assumption Agreement.  In addition,
ENF and ENI executed a Supplemental Assumption Agreement
pursuant to which:

   (i) ENI assumed and agreed to pay all of ENF's obligations
       under the HPL Note and the Second Assumption Agreement;

  (ii) Enron approved and consented to the assignment by and
       release of ENF; and

(iii) Enron was made a third party beneficiary to the
       Supplemental Assumption Agreement.

Further on, Enron and ENF executed three separate Assumption
Agreement -- the First Indenture Assumption Agreements --
wherein ENF assume and agreed to pay $850,399,842, $94,500,000
and $1,861,065 respectively, of Enron's payment obligations
under the Harris Trust Indenture.  Also, ENF and ENI executed
three separate Supplemental Indenture Assumption Agreement,
pursuant to which:

   (i) ENI assumed and agreed to pay all of ENF's obligations
       under the First Indenture Assumption Agreements;

  (ii) ENF was released from its obligations under the First
       Indenture Assumption Agreements;

(iii) Enron consented to the assignment by and release of ENF;
       and

  (iv) Enron was made a third party beneficiary to the
       Supplemental Indenture Assumption Agreement.

As discussed, Enron and ENA executed a JILP Assumption Agreement
in August 2001, pursuant to which ENA assumed and agreed to pay
$45,638,935 of Enron's payment obligations under the Harris
Trust Indenture.  Thereafter, ENA and JILP executed the First
Supplemental JILP Assumption Agreement, wherein JILP assumed and
agreed to pay ENA's obligations pursuant to the JILP Assumption
Agreement.  Likewise, JILP and ENF executed the Second
Supplemental JILP Assumption Agreement, wherein ENF assumed and
agreed to pay all of JILP's obligations pursuant to the First
Supplemental JILP Assumption Agreement.  To complete the
placement of indebtedness, ENF, ENI and JILP executed the Third
Supplement JILP Assumption Agreement, pursuant to which:

   (i) ENI assumed and agreed to pay all of ENF's obligations
       under the Second Supplemental JILP Assumption Agreement;

  (ii) Enron and ENA consented to the assignment by and release
       of ENF; and

(iii) Enron and ENA were made third party beneficiaries to the
       JILP Assumption Agreements.

Upon the consummation of the series of assumptions and
assignment of the obligations under the Debt Securities and the
HPL Note, Mr. Rosen continues:

   (i) Enron continued to remain obligated to pay the HPL Note
       and all of the amounts due under the Debt Securities
       issued under the Harris Trust Indenture;

  (ii) ENA and JILP remained obligated to pay Enron for certain
       amounts under the Debt Securities;

(iii) ENI remained obligated to Enron in respect of the HPL
       Note and all of the Debt Securities assigned; and

  (iv) ENF was released from all obligations to pay Enron the
       amounts due under the Debt Securities and the HPL Note.

Mr. Rosen relates that pursuant to a Stock Purchase Agreement
dated October 5, 2001, by and among Enron, Enron Northwest
Assets, Northwest Natural Gas Company and Northwest Energy
Corporation -- NW Holdco, Enron and Enron Northwest Assets
agreed to, among other things, the sale of all of the PGE Stock
by Enron to NW Holdco.

However, Mr. Rosen provides, the parties to the PGE Stock
Purchase agreement could not fully satisfy the terms due to
certain issues associated with Enron's bankruptcy.  Thus, Enron,
Enron Northwest Assets, NW Natural and NW Holdco entered into a
SPA Termination Agreement dated May 17, 2002.  The SPA
Termination Agreement provides that:

   (a) the parties agreed to waive, release and discharge each
       other from any and all claims related to the PGE Stock
       Purchase Agreement; and

   (b) the PGE Stock Purchase Agreement would terminate.

The Court approved the SPA Termination Agreement on June 20,
2002.

"As the Court is well aware, the Debtors have undertaken a
marketing process in an effort to determine the best strategy to
maximize the value for the Debtors' creditors," Mr. Rosen
remarks.  Consistent therewith, the Debtors solicited interest
and offers for PGE.  Unfortunately, the existence of the PGE
Option is complicating the efforts due to the complexity it
introduces into PGE's capital structure.  Moreover, as a result
of the PGE Option, PGE has ceased to join the filing of the
Debtors' consolidated federal income tax returns that prevented
PGE from benefiting from the Debtors' net operating loss
deductions.  This in turn increases PGE's current income tax
liability.  Hence, Mr. Rosen emphasizes, the existence of the
PGE Option is not providing the Debtors with the benefits
originally contemplated and, in fact, is producing detrimental
commercial and tax consequences.

To prevent these ramifications, the Debtors propose a two-step
approach to eliminate the detriments to PGE and the Debtors due
to the PGE Option's existence:

   (1) the execution of the Termination Agreements; and

   (2) the execution of the Allocation Agreement.

Mr. Rosen clarifies that while the termination of the PGE Option
Agreement would be sufficient to return the PGE Stock interest
to Enron's Chapter 11 estate, various Tammy II Entities would
remain saddled with indebtedness assumed as part of the transfer
of the PGE Option.  Specifically, unless terminated, ENI would
retain an obligation to Enron with respect to the HPL Note and
the Debt Securities.

Accordingly, as part of the proposed unwind transaction, the
Debtors propose to enter into the Termination Agreements
pursuant to which ENF and ENI will be released of any
obligations to Enron associated with:

   (i) the Debt Securities assumed in May -- approximately
       $850,000,000; and

  (ii) the HPL Note -- approximately $1,100,000,000.

Upon the termination of the PGE Option Agreement and the
execution of the Termination Agreements, PGE and its
subsidiaries will join Enron in the filling of consolidated
federal income tax returns of so long as the filing is either
required or determined by Enron to be desirable.  The purpose of
the Allocation Agreement is to allocated the consolidated tax
liability in respect of the consolidated returns among the
corporations that join in the filing of the tax returns, and to
fairly compensate those corporations whose losses and other tax
attributes reduce the consolidated tax liability.

Mr. Rosen reassures the Court that the Debtors are coordinating
their reorganization efforts with a marketing process in order
to determine the greatest potential return for their creditor.
Also, it is the Debtors' intention that the Termination
Agreements have no adverse impact on any member of ENF.  In
order to ensure that ENA, JILP and EPSC are not adversely
affected by the Termination Agreements, the Debtors and their
affiliates have agreed to execute additional agreements as may
be necessary to cause the equity interests of EFM, Enron, JILP
and EPSC in ENF, ENI and Enron Northwest Assets to properly
reflect the effect of the Termination Agreements.

Mr. Rosen asserts that the relief requested is warranted
because:

   (a) the contemplated unwind transaction will provide
       significant benefits to the Debtors' Chapter 11 estates;

   (b) tax expenses will be reduced; and

   (c) the rights of any entity will not be prejudiced by the
       proposed transactions. (Enron Bankruptcy News, Issue No.
       60; Bankruptcy Creditors' Service, Inc., 609/392-0900)

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


FEDERAL-MOGUL: Asks Court to Grant EPA More Time to File Claims
---------------------------------------------------------------
Federal-Mogul Corporation and its debtor-affiliates inform the
Court that they are currently in the process of negotiating with
the U.S. Environmental Protection Agency and the Federal Natural
Resources Trustees to address numerous issues the EPA raised and
resolve certain environmental claims that the EPA may assert
against them.  As part of the negotiations, the Debtors and the
EPA are exchanging certain environmental information relating to
the EPA's potential claims and analyzing the information to
determine the validity of the issues and claims raised.

In the interest of potentially resolving the numerous issues
before the filing of any claims, the Debtors have agreed to give
the EPA more time to file its proofs of claim.  The Debtors
believe that the additional time will facilitate the parties'
negotiation process and may result in significant cost savings
if the claims can be resolved consensually without the need for
the EPA to file proofs of claim.

By this motion, the Debtors ask the Court to grant the EPA until
April 2, 2003 to file proofs of claim. (Federal-Mogul Bankruptcy
News, Issue No. 34; Bankruptcy Creditors' Service, Inc.,
609/392-0900)


FLEMING COMPANIES: Fitch Junks Sr. Unsecured And Sr. Sub. Debts
---------------------------------------------------------------
Fitch Ratings has 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.


FLEMING: Likely Covenant Restructuring Prompts S&P's Junk Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on national food wholesaler Fleming Cos. Inc., to 'CCC-'
from 'B-' based on the company's likely need for covenant
relief, the lack of a new or renegotiated bank facility, and
reports that Fleming has hired Gleacher & Co., an investment
bank that advises companies on renegotiating debt and finding
new financing sources.

The rating remains on CreditWatch negative, where it was placed
on September 25, 2002. Dallas, Texas-based Fleming had $2
billion of total debt outstanding as of December 28, 2002.

"Fleming is in negotiations to either revise its existing bank
loan agreement or obtain a new facility to focus on asset-based
measures for financial covenants," Standard & Poor's credit
analyst Mary Lou Burde said. "Although the banks are well
secured, lending support to prospects for an amended or new
loan, to date the company has not had success in obtaining the
banks' cooperation."

Standard & Poor's said there is currently sufficient room under
the $550 million revolving credit facility for further
borrowings, though covenant levels are very tight. Sources of
liquidity include asset sale proceeds expected to be received in
the first and second quarters of 2003, and reduced capital
spending for 2003. The company has no debt maturities until
2007.

Fleming's challenges include an SEC inquiry into accounting
matters, the recent departure of the CEO, and the need to manage
a host of business factors. These factors include downsizing the
company to adjust for the loss of the large Kmart Corp.,
contract, completing the sale of retail assets, and integrating
the Core-Mark International Inc. acquisition.

Standard & Poor's said it would monitor the situation to assess
Fleming's cash flow adequacy and efforts to obtain a new bank
facility.

Fleming Companies Inc.'s 10.625% bonds due 2007 (FLM07USR1) are
trading at about 13 cents-on-the-dollar, says DebtTraders. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=FLM07USR1for
real-time bond pricing.


FORTEL INC: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: FORTEL Inc.
         aka Zitel Corp.
         aka Datametrics Systems Corp
         46832 Lakeview Blvd.
         Fremont, California 94538

Bankruptcy Case No.: 03-41538

Type of Business: FORTEL provides the first real-time
                   performance management solution that assures
                   business end-to-end service-level goals.

Chapter 11 Petition Date: March 17, 2003

Court: Northern District of California (Oakland)

Judge: Edward D. Jellen

Debtor's Counsel: Jeffry A. Davis, Esq.
                   Gray, Cary, Ware and Freidenrich
                   4365 Executive Dr. #1100
                   San Diego, CA 92121-2133
                   Tel: 858-677-1400

Total Assets: $5,833,000 (as of June 30, 2002)

Total Debts: $15,749,000 (as of June 30, 2002)


GENTEK INC: Court Extends Plan Filing Exclusivity Until May 9
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware granted
GenTek Inc., and its debtor-affiliates an extension of their
initial exclusive periods for proposing and obtaining
acceptances of one or more reorganization plans for another 90
days.  Specifically, the Court extended their Exclusive Proposal
Period through and including May 9, 2003 and their Exclusive
Solicitation Period through and including July 8, 2003. (GenTek
Bankruptcy News, Issue No. 11; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


GLASSMASTER CO.: Brittingham Dial Expresses Going Concern Doubt
---------------------------------------------------------------
Glassmaster Company is a diversified manufacturer of
thermoplastic and thermoset plastic materials, industrial
controls, and electronics that produces and sells a broad range
of product lines to customers across multiple industries. The
Company classifies its business into two operating segments:
Industrial Products, consisting of extruded synthetic
monofilaments and pultruded fiberglass and composites and;
Controls and Electronics, consisting of mechanical and
electronic controls, electronic test equipment, and circuit
boards.

The Company's consolidated sales for the fiscal year ended
August 31, 2002 were $17.6 million compared to $18.9 million
last year, a decrease in sales of 6.7%. The net loss for the
year was $543,332, compared to a net loss the prior year of
$1,271,671.

The Company has incurred recurring losses from operations during
the past four fiscal years and as a result, is in violation of
certain financial covenants contained in its primary lending
agreements. These agreements currently provide for revolving
working capital lines of credit and long term equipment and real
estate financing for the Company's industrial products segment
in South Carolina and its controls and electronics segment in
Michigan (through its wholly owned subsidiary, Glassmaster
Controls Company, Inc.).

The Company's independent auditors, Brittingham, Dial, and
Jeffcoat, Certified Public Accountants, of West Columbia, SC, in
the Auditors Report dated October 31, 2002, directed to
Glassmaster's Board of Directors, ended that Report with the
following paragraph:  "The accompanying financial statements
have been prepared assuming that the Company and its subsidiary
will continue as a going concern. As discussed in Note 12 to the
financial statements, the Company and its subsidiary has
suffered recurring losses from operations and does not have
sufficient tangible equity capital to sustain operations for the
next year, which raise substantial doubt about its ability to
continue as a going concern. Management's plans regarding those
matters also are described in Note 12. The financial statements
do not include any adjustments that might result from the
outcome of this uncertainty."


GLOBAL CROSSING: Rotating Equipment Wants to Execute Settlement
---------------------------------------------------------------
According to Lawrence J. Kotler, Esq., at Duane Morris LLP, in
New York, Rotating Equipment Corporation and Global Crossing St.
Croix Company, Inc., entered into a certain Instruction to
Proceed and Construction Contract dated on June 1, 2001.
Pursuant to the Contract, Rotating Equipment was to construct
and build a concrete box trench containing communication
conduits, which would function as part of a fiber optic cable
route in the GX Debtors' communication network.  As a result of
Rotating Equipment's performance under the Contract the Debtors
were indebted and liable to Rotating Equipment for
$1,015,621.70, exclusive of interest, late fees, and additional
charges, which continue to accrue under the Contract.

Mr. Kotler reminds the Court that on July 19, 2002, Rotating
Equipment filed a Motion for an Order compelling the GX Debtors
to assume or reject a certain executory contract and allowing an
administrative claim.  Rotating Equipment filed the July 2002
Motion because it was being greatly prejudiced by the GX
Debtors' failure to perform under the Contract.  Further, as the
Trench was a highly valuable asset whose value far exceeded the
amount of the Rotating Equipment's claim for payment under the
Contract, either the assumption or rejection of the Contract
would have benefited the GX Debtors' estate.  Specifically, if
the GX Debtors assumed the Contract, title to the Trench would
pass to the GX Debtors' estate, thereby increasing the value of
the estate.  If the GX Debtors' rejected the Contract, Rotating
Equipment could transfer the title to a third party, thereby
mitigating its damages, which would also benefit the GX Debtors'
estate.

Since August 22, 2002, Mr. Kotler informs the Court that counsel
for the Debtors and counsel for Rotating Equipment engaged in a
series of negotiation sessions in an attempt to resolve the
Motion to Compel.  On October 22, 2002, counsel for the Debtors
and counsel for Rotating Equipment reached an agreement in
principal for the resolution of this Claim, subject to the
agreement being reduced to writing.  On November 4, 2002,
counsel for Rotating Equipment received a preliminary draft of
an Amendment to and Settlement of the Instruction to Proceed and
Construction Contract.

After discussing this draft, Mr. Kotler states that counsel for
Rotating Equipment and the Debtors negotiated the terms and
conditions of the Settlement Agreement.  At the conclusion of
this call, counsel for Rotating Equipment agreed to make
revisions to the Settlement Agreement and to forward this
agreement to the interested parties.  On November 26, 2002,
counsel for Rotating Equipment delivered to counsel for the
Debtors a revised draft of the Settlement Agreement reflecting
the minor revisions to the Settlement Agreement as agreed during
the conference call.

Pursuant to the Settlement Agreement, Mr. Kotler reports that
the Debtors agreed to assume the Contract and pay Rotating
Equipment $600,000 in full and complete settlement of the Claim
and Rotating Equipment agreed to transfer title to the Trench to
the Debtors.  The Settlement Agreement and the compromise
provide a fair and reasonable resolution of this matter and
should be enforced according to its terms.

Since November 26, 2002, counsel for Rotating Equipment has
repeatedly requested the Debtors' counsel to execute and return
the Settlement Agreement.  Counsel for the Debtors has responded
to these repeated requests by continually stating that it
intends to execute the Settlement Agreement shortly.  But to
date, the Debtors' counsel has not returned an executed copy of
the Settlement Agreement Rotating Equipment's counsel nor
provided an explanation for its failure to do so.

Courts have enforced settlement agreements or contracts where
the actions of the parties indicates an intent to be bound even
if a writing does not exist or is not signed.  For example, in
International Telemeter Corp. v. Teleprompter Corp., 592 F.2d
49, 51 (2d Cir. 1979), the parties negotiated the terms of
settlement that were then memorialized in a written agreement to
which the parties made a series of minor revisions.  Even though
the document was not yet signed and delivered, the District
Court held that the parties had reached a final agreement.

In affirming the District Court's decision, the Second Circuit
stated that "physical signing and delivery (were) no more than a
formality." Id.; see also Ballato v. General Electric, 147
F.R.D. 96 (E.D. Pa. 1993) (stating "it is firmly established law
in (the Third Circuit) that an agreement to settle a lawsuit,
voluntarily entered into is binding upon the parties, whether or
not made in the presence of the Court and even in the absence of
a writing").

Mr. Kotler contends that the Debtors' failure to execute the
Settlement Agreement in a timely manner has caused Rotating
Equipment to incur unnecessary attorneys' fees and other costs.
Furthermore, companies that provided supplies to Rotating
Equipment for use under the Contract have commenced litigation
against it for payment for those supplies. (Global Crossing
Bankruptcy News, Issue No. 36; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


GREYHOUND LINES: S&P Puts Junk Credit Ratings on Watch Positive
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'CC' corporate
credit and senior unsecured debt ratings on Greyhound Lines Inc.
on CreditWatch with positive implications.

"The CreditWatch placement reflects the assignment of a 'BB'
corporate credit rating to Laidlaw Inc., Greyhound's parent,
which is expected to emerge from Chapter 11 bankruptcy
protection in mid-April 2003," said Standard & Poor's credit
analyst Betsy Snyder. Laidlaw does not guarantee Greyhound's
debt. However, prior to Laidlaw's bankruptcy filing in June
2001, debt ratings on Greyhound had been equalized with those of
Laidlaw due to Laidlaw's implicit support of Greyhound. Standard
& Poor's will determine how much support will exist from Laidlaw
upon Laidlaw's emergence from Chapter 11, and raise the ratings
accordingly.

The ratings on Greyhound reflect its ownership by Laidlaw Inc.,
a company currently operating under Chapter 11 bankruptcy
protection, and its participation in a highly competitive
market. Laidlaw filed for Chapter 11 bankruptcy protection in
June 2001 and thus far Greyhound has not been included in that
proceeding, continuing to service its debt obligations and
maintaining access to independent financing sources for its
capital spending needs. Greyhound is, by far, the nation's
largest intercity bus company, providing service to more than
2,600 destinations with a fleet of approximately 2,900 buses.
However, Greyhound competes with airlines offering low fares,
automobile travel and, in certain markets, regional bus lines
and trains, a trend expected to continue over the long term. The
company has also been negatively affected by reduced travel
levels in general after the events of Sept. 11, 2001.
Greyhound's financial profile is weak and the company has
limited financial flexibility. In addition, the company's
pension plans are underfunded by at least $100 million. As part
of Laidlaw's bankruptcy emergence, Laidlaw has agreed to
contribute $150 million to fund Greyhound's pension shortfall.


GUARDIAN INT'L: Will File SEC Form 15 to Deregister Common Stock
----------------------------------------------------------------
Guardian International, Inc., (OTCBB:GIIS.OB) plans to file on
Thursday, March 27, 2003, a Form 15 with the Securities and
Exchange Commission to deregister its common stock and terminate
reporting obligations under the Securities Exchange Act of 1934.

Upon the filing of the Form 15, the Company will no longer file
with the SEC certain reports and forms, including Forms 10-K,
10-Q and 8-K, as well as proxy statements. The deregistration is
expected to become effective within 90 days of filing.

The Company's Board of Directors considered many factors in
making this decision. These factors included, but were not
limited to, (i) the number of the Company's shareholders of
record, as of December 31, 2002, was less than 300, (ii) the
nature and extent of the trading of the Company's common stock,
and (iii) the costs associated with the preparation and filing
of the Company's periodic reports.

Following the filing of the Form 15, there can be no assurances
that a public trading market will exist for the Company's
securities as the Company has no obligation to provide
information which might be necessary to facilitate a public
market in the future.

Guardian International and its wholly owned subsidiaries provide
security, fire, structured cable, access control and CCTV
integration and monitoring services for commercial and
residential customers. The company operates two secure
Monitoring Operation Centers from which it monitors and services
over 60,000 sites on the east coast of the United States.

For more information about Guardian International, visit the
Company on the Internet at http://www.GuardianInternational.com

At December 31, 2002, Guardian Int'l Inc.'s balance sheet shows
a working capital deficit of about $3 million, and a total
shareholders' equity deficit of about $4.6 million.


HARBISON-WALKER: Halliburton Asbestos Plaintiffs Extend Stay
------------------------------------------------------------
Halliburton (NYSE: HAL) has reached agreement with
Harbison-Walker Refractories Company and the Official Committee
of Asbestos Creditors in the Harbison-Walker bankruptcy to
consensually extend the period of the stay contained in the
Bankruptcy Court's temporary restraining order until July 21,
2003. The court's temporary restraining order, which was
originally entered on February 14, 2002, stays more than 200,000
pending asbestos claims against Halliburton's subsidiary DII
Industries, LLC. DII and KBR, and certain subsidiaries,
presently intend to file its pre-packaged Chapter 11 bankruptcy
by July 14, 2003, as part of the previously announced asbestos
settlement agreement.

On December 18, 2002, Halliburton announced that it had reached
an agreement in principle that, when consummated, will result in
a global settlement of all personal injury asbestos and certain
other personal injury claims against the company. The agreement
covers all pending and future personal injury asbestos claims
against Halliburton Company and its subsidiaries.

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


HAYES LEMMERZ: Secures Commitment for $550MM in Exit Financing
--------------------------------------------------------------
Hayes Lemmerz International, Inc., (OTC: HLMMQ) has received a
commitment for exit financing from affiliates of Citigroup Inc.,
of up to $550 million to support its Plan of Reorganization,
including the payment of $450 million to its pre-petition
secured creditors, and to provide working capital for the
Company's ongoing operations.

The Company also announced that it intends to proceed with an
offering of senior notes. The proposed bank and senior notes
financings are consistent with the requirements set forth in the
Company's Plan of Reorganization.

The Company also announced that it has filed all of the
necessary exhibits to the Company's amended Plan of
Reorganization with the United States Bankruptcy Court for the
District of Delaware, keeping the Company's voluntary Chapter 11
reorganization process on schedule.

The United States Bankruptcy Court for the District of Delaware
approved the Company's amended Disclosure Statement and Plan of
Reorganization on February 20, 2003. At the time, the Company
announced that the Plan of Reorganization was subject to, among
other things, confirmation by the Bankruptcy Court and the
successful procurement of exit financing. The Company's
successful emergence from bankruptcy remains contingent on a
favorable vote of its creditors. The Confirmation hearing has
been set for April 9, 2003.

Hayes Lemmerz and its subsidiaries located in the United States
and one subsidiary in Mexico filed voluntary petitions for
reorganization under Chapter 11 of the bankruptcy code in the
U.S. Bankruptcy Court for the District of Delaware on
December 5, 2001.

Hayes Lemmerz International, Inc., is one of the world's leading
global suppliers of automotive and commercial highway wheels,
brakes, powertrain, suspension, structural and other lightweight
components. The Company has 44 plants, 3 joint venture
facilities and 11,400 employees worldwide.

The senior notes will not be registered under the Securities Act
of 1933 and may not be offered or sold in the United States
without registration unless an exemption from such registration
is available.

Hayes Lemmerz's 11.875% bonds due 2006 (HLMM06USS1) are trading
at about 52 cents-on-the-dollar, DebtTraders reports. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=HLMM06USS1
for real-time bond pricing.


HAYES LEMMERZ: Committee Hires Bayard Firm as Special Co-Counsel
----------------------------------------------------------------
The Official Committee of Unsecured Creditors of Hayes Lemmerz
International, Inc., and debtor-affiliates asks the Court to
approve its retention of The Bayard Firm as special litigation
co-counsel, nunc pro tunc to January 13, 2003.

Teresa K.D. Currier, Esq., at Klett Rooney Lieber & Schorling,
in Wilmington, Delaware, reminds the Court that the Prepetition
Lenders and the Committee have reached a settlement regarding
the Avoidance Litigation to be implemented through a consensual
plan of reorganization.  Accordingly, other than actual and
necessary work already completed prior to settlement, the Bayard
Firm will not incur any additional time or expenses in
connection with these cases unless otherwise instructed to do so
by the Committee and its lead counsel.

Section 328(a) of the Bankruptcy Code empowers a committee
appointed under Section 1102 of the Bankruptcy Code to employ
attorneys to perform services for the committee pursuant to
Section 1103 of the Bankruptcy Code, with the court's approval,
on any reasonable terms and conditions of employment, including
on a retainer, on an hourly basis, or on a contingent fee basis.
Pursuant to Section 1103(b), an attorney employed to represent a
committee may not, while employed by the committee, represent
any other entity having an adverse interest in connection with
the case.

Bayard Director Charlene D. Davis, Esq., assures the Court that
the firm, its directors, counsel, and associates do not hold any
adverse interest, or represent any other entity having an
adverse interest in connection with the Debtors' cases.  The
Bayard Firm has advised the Committee that it may have
previously represented or opposed, may currently represent or
oppose, and may in the future represent or oppose, in matters
totally unrelated to the Debtors' pending Chapter 11 cases,
entities that are claimants of the Debtors or other parties-in-
interest in these Chapter 11 cases.  The Bayard Firm has not,
and will not, represent any parties, or any of their affiliates
or subsidiaries, in relation to the Committee, the Debtors, or
their Chapter 11 cases.

Ms. Currier explains that the Committee has selected Bayard
because of its attorneys' experience and knowledge and because
of the absence of any conflict of interest.  The Committee
believes that Bayard is qualified to represent the Committee in
the Debtors' Chapter 11 cases.

Subject to this Court's approval and in accordance with Sections
330 and 331 of the Bankruptcy Code, the Bankruptcy Rules, and
the local rules and orders of this Court, the Committee asks
that Bayard be compensated on an hourly basis, plus
reimbursement of the actual and necessary expenses that Bayard
incurs, in accordance with the ordinary and customary rates that
are in effect on the date the services are rendered.  The Bayard
Firm has advised the Committee that the firm's hourly rates
range from:

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

The Committee submits that Bayard's customary hourly rates in
effect from time to time are reasonable. (Hayes Lemmerz
Bankruptcy News, Issue No. 28; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


INTEGRATED HEALTH: Court Approves Amended Disclosure Statement
--------------------------------------------------------------
Finding that it contains adequate information within the meaning
of Section 1125 of the Bankruptcy Code, Judge Walrath approves
Integrated Health Services, Inc., and its debtor-affiliates'
First Amended Disclosure Statement.  All ballots and master
ballots with regards to the Plan must be properly executed,
delivered and delivered to Poorman-Douglas Corporation on
April 21, 2003 at 5:00 p.m. Pacific Time.  Objections to the
confirmation of the Plan must be received on or before April 14,
2003 at 4:00 p.m. Eastern Time.  The Confirmation Hearing will
be held on April 29, 2003 at 9:30 a.m. Eastern Time.

The Court overrules objections to the Disclosure Statement to
the extent not settled, preserved for consideration in
connection with the confirmation of the Plan or withdrawn on the
record of the hearing.

These parties-in-interest objected to the Debtors' Disclosure
Statement:

     -- PHH Arval and the D.L. Peterson Trust;

     -- Pyxis Corporation;

     -- Jay M. Felser and Felser Health Ventures, Inc.;

     -- Pacific Employers Insurance Company, Century Indemnity
        Company and Ace American Insurance Company;

     -- Beal Bank SSB;

     -- Great Oaks Nursing Home, Inc.;

     -- Cheyenne SNF, LLC;

     -- FSQ, Inc.;

     -- HRESI Properties Trust;

     -- Leonard Cordes;

     -- the Official Committee of Unsecured Creditors of Premiere
        Associates, Inc. and Its Subsidiaries;

     -- Rio Rancho Health Care Company, Las Palomas Health Care
        Company and Ladera Health Care Company;

     -- Ventas, Inc. and Ventas Realty, LP;

     -- Bank of America, N.A. formerly known as NationsBank,
        N.A.;

     -- Lisa Needham, Cynthia Needham, Marie Benson, April
        Verburg, Donald Nielson, Joanne Fuller, Lori Lewis, Monia
        Olszewski, Rosemary Randall, Margaret Hegadorn, Mark Kay
        Stephens, John Holmes, Roberta Hoskins, Orville Dominu
        Katie Neisler, Tammy Moulton, Ann Scott, Laura Johncox,
        Helen Daugherty, Ina Moore, Paul Pikulinski, and Mary
        Nidefski; Brenda Walker and Donna Rivera;

     -- George H. Strong, Charles W. Newhall, III, Edwin M.
        Crawford, and Lawrence P. Cirka; and

     -- Lyric Health Care LLC, Monarch Properties, LP, and
        Monarch Properties at Jacksonville, LLC.

The Court further rules that Great Oaks will receive and be
entitled to vote a Class 6 Ballot, which Ballot will show a
claim for voting purposes only and not for purposes of allowance
or distribution, for $16,000,000.  On the other hand, Pyxis will
receive and be entitled to vote a Class 6 Ballot, which Ballot
will show a claim, for voting purposes only and not for purposes
of allowance or distribution, in the aggregate amount equal to
the maximum claim to which Pyxis would be entitled if all of its
leases with the Debtors were rejected, as determined by the
Debtors, subject to Pyxis' right to challenge the amount of
allowance of its claim for voting purposes.

The entry of the Disclosure Statement Order will not prejudice
the rights of HRESI and FSQ to assert and seek to receive
payment in full as an administrative expense or otherwise
enforce whatever rights or claims of any type or nature.

Moreover, Judge Walrath rules that nothing in the Order will
prejudice Rio Rancho's rights to object to any proposed
assumption, sublease and assignment of the Debtors' leases with
Rio Rancho to a third party, including without limitation,
Briarwood or THI Holdings LLC, or to object to confirmation of
the Plan.

This Order is not meant to effectuate a discharge of any third
party, non-debtor claims asserted in that certain civil action,
pending in the United States District Court for the Middle
District of North Carolina, styled as "Don G. Angell, D. Gray
Angell, Jr., and Don R. House, in their capacities as Co-
Trustees of the Don Angell Irrevocable Trust Under Instrument
Dated July 24, 1994; and Angell Care Incorporated v. Elizabeth
B. Kelly, C. Taylor Pickett, Daniel J. Booth and Ronald L.
Lord." (Integrated Health Bankruptcy News, Issue No. 54;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


INTEGRATED PERFORMANCE: Malone & Bailey Airs Going Concern Doubt
----------------------------------------------------------------
Integrated Performance Systems Inc., is a New York corporation
chartered on November 29, 1990, with the name "Espo's Inc.".
The Company formerly manufactured and sold clothing and
accessories and sold and rented sporting goods giving lessons
for the sporting goods which it sold or rented.  In December of
1999 the Company divested itself of all its assets and traded
shares of its common stock to shareholders of  Performance
Interconnect Corp., in exchange for their stock in Performance
Interconnect Corp.  By Certificate of Amendment of the
Certificate of Incorporation dated March 30, 2001, filed April
4, 2001, the  name of the Company was changed to Integrated
Performance Systems Inc.

Performance Interconnect Corp., was incorporated October 10,
1996, in the State of Texas.  It was formed to acquire the
assets of I-CON Industries, Inc., and actually acquired title to
those assets on March 31, 1998.   I-CON had been formed in 1979
as a limited partnership, licensed by the Kollmorgen Corporation
to design and manufacture MULTIWIRE technology and was later
incorporated under new ownership.

In March, 1999, PC Dynamics of Texas, Inc., a wholly owned
subsidiary of Performance Interconnect Corp., acquired all the
assets of PC Dynamics Corporation, a Frisco, Texas, manufacturer
of metalback RF  circuit boards.

As a result of all the foregoing, the Company owns 99.67% of the
common stock of Performance Interconnect  Corp., and Performance
Interconnect Corp. owns all of the common stock of PC Dynamics
of Texas, Inc.   The Company's  business is conducted  under the
names of Performance Interconnect Corp. and PC Dynamics of
Texas, Inc.

For the year ended November 30, 2002, sales were $7,221,506, a
12.31% decrease as compared to $8,235,431 for the year ended
November 30, 2001.  The decrease in sales for the year can be
attributed to the slow down  in the telecommunications industry
and the events of September 11, 2001. Backlog at November 30,
2002 was $2,191,754 versus $2,514,367 at November 30, 2001.
This 12.83% decrease represents the continued slow growth in the
economy and in the industry.  The Company believes that demand
for its products will begin to grow as confidence levels in the
economy grow and inventory levels held by its customers are
depleted.

For the quarter ended November 30, 2002, the Company reported a
net loss of $621,869, as compared to the loss of $1,583,620
reported for the comparable period in 2001.  The 2002 numbers
are losses of $1,533,008 for the current year and $4,491,939 for
the prior year.  The decrease in net loss is primarily the
result of the reductions in operating expense and the large
orders from one primary customer.

In its Auditors Report concerning the Company's financial
condition, the firm of Malone & Bailey, PLLC, of
Houston, Texas, stated in part:  "Integrated Performance
Systems, Inc. incurred a net loss of $1,533,008 for the year
ended November 30, 2002, has incurred substantial net losses for
each of the years presented  herein and has an accumulated
deficit of $12,250,699 as of  November 30, 2002.  IPS continues
to experience cash flow difficulties and has negative working
capital as of November 30, 2002.  These factors and others
discussed in Note 2 raise substantial doubt about Integrated
Performance Systems' ability to continue as a going concern."
The comments are dated February 28, 2003.


KMART CORP: Sells Certain De Minimis Assets for about $1 Million
----------------------------------------------------------------
Thomas Zielecki, Assistant Treasurer of Kmart Corporation,
reports that the Debtors have sold certain de minimis assets
during the period from September 4 through December 31, 2002, in
accordance with the De Minimis Assets Sales Procedures approved
by the Court.  The Debtors earned $1,013,533, net of
commissions, fees or taxes paid, from the sales.

The Debtors sold seven units of iSeries AS 400 Servers to
various buyers for a combined $993,856 in net proceeds:

Asset sold               Unit   Purchaser           Net Proceeds
----------               ----   --------            ------------
iSeries AS 400 Server      1    Abacus Solutions       $157,500
iSeries AS 400 Server      1    Bencom & Data Sys       145,000
iSeries AS 400 Server      1    Macro Computer          130,000
iSeries AS 400 Servers     2    NWL Holdings Inc.       281,356
iSeries AS 400 Server      1    Abacus Solutions        135,500
iSeries AS 400 Server      1    Abacus Solutions        145,500
                                                         --------
                                       TOTAL             $993,856

During this time, Kmart of Indiana also sold an unused property
with vacant building to Morris Cook for $24,000, minus $4,322
for commissions, fees, or taxes. (Kmart Bankruptcy News, Issue
No. 50; Bankruptcy Creditors' Service, Inc., 609/392-0900)

DebtTraders reports that Kmart Corp.'s 9% bonds due 2003
(KM03USR6) are trading at about 15 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=KM03USR6for
real-time bond pricing.


LAIDLAW INC: S&P Assigns BB Corporate Credit Rating
---------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' corporate
credit rating to Naperville, Illinois-based Laidlaw Inc., a bus
and health care transportation provider and parent of Greyhound
Lines Inc. Ratings were also assigned to Laidlaw's proposed $1.2
billion debt securities to be issued in conjunction with its
emergence from Chapter 11 bankruptcy protection expected to
occur in mid-April 2003, based on a review of proposed terms
and conditions. The proposed debt securities consist of a $300
million secured revolving credit facility maturing 2008 and a
$525 million secured term loan B maturing 2009, which were
assigned 'BB+' ratings, and $350 million of senior unsecured
notes, rated 'B+'. The outlook is stable.

"The corporate credit rating is based on Laidlaw's strong market
positions in its various businesses (primarily bus and health
care transportation), offset by its below-average, albeit
improving, financial profile," said Standard & Poor's credit
analyst Betsy Snyder. "The ratings on Laidlaw's secured
facilities are one notch higher than the corporate credit rating
due to their relatively strong collateral coverage
(substantially all of Laidlaw's assets, excluding Greyhound
U.S.); the rating on the senior unsecured notes is two notches
lower than the corporate credit rating based on the high
proportion of secured debt in Laidlaw's capital structure," the
analyst continued.

Laidlaw's $875 million credit facilities consist of a $525
million term loan B and a $300 million revolving credit
facility. The revolving credit facility matures in 2008 and the
term loan matures in 2009, with 5% annual amortization in the
first five years, and the remaining 75% due in the sixth year.
The term loan will be fully drawn at its closing.

Laidlaw's operations include contract bus services, comprised of
school bus and municipal transit operations in North America;
Greyhound Lines Inc.; and health care services, comprised of
ambulance transportation operations and the operation of
emergency rooms in the U.S. Laidlaw's school bus operations,
which are the largest in North America, provide strong and
stable cash flow. Contracts are multiyear, with approximately
95% renewals. This is a highly fragmented business, with only a
handful of large national operators. Most school buses are still
operated by municipalities, which allows for significant growth
opportunities. The municipal transit operation is a low-margin
business with low barriers to entry. Greyhound is the largest
intercity passenger bus operator in North America. However, the
intercity passenger bus business accounts for only around 1.5%
of intercity passenger travel, and is a highly price-competitive
and low-margin business, with limited growth opportunities.
American Medical Response (AMR) is the largest ambulance
operator in the U.S., with a national presence. This business is
also fragmented, but margins have been affected by a significant
write-off of outstanding receivables. EmCare, which manages
hospital emergency departments, is also a low-margin business.

The stable outlook is based on expected margin improvement in
all Laidlaw's businesses, other than its school bus operations,
resulting in increased cash flow. This should enable Laidlaw to
fund its capital spending needs, without adding incremental
debt, resulting in modest 7improvement in credit ratios over the
intermediate term.


LAIDLAW INC: Court Extends Exclusive Periods Until April 30
-----------------------------------------------------------
At Laidlaw Inc., and debtor-affiliates' behest, the Court
extends the period during which the Debtors have the exclusive
right to file a reorganization plan and to solicit acceptances
of that plan for another 60 days, through and including April
30, 2003.

The extension of the Exclusive Periods will allow the Debtors to
take steps necessary to make their Third Amended Reorganization
Plan effective in the weeks following the confirmation of the
Plan.

The Debtors relate that their cases are among the largest and
most complex Chapter 11 cases currently pending in the United
States.  Notwithstanding, the Debtors have also been successful
in resolving each of the major issues confronting their estates.
In the past weeks, the Debtors have completed the last
significant hurdles to exiting from Chapter 11, including
negotiating a settlement of their obligations to the Pension
Benefit Guaranty Corporation with respect to certain pension
plans operated by the their non-debtor affiliate, Greyhound
Lines, Inc.

The Court believes that the two-month extension will not harm
the Debtors' creditors and other parties-in-interest because no
other entity will be in a position to file a completing plan and
solicit plan acceptances in the short period of time the Debtors
will require to go effective with the Plan. (Laidlaw Bankruptcy
News, Issue No. 33; Bankruptcy Creditors' Service, Inc.,
609/392-0900)


LERNOUT & HAUSPIE: Disclosure Statement Hearing Set for April 2
---------------------------------------------------------------
The Official Committee of Unsecured Creditors of Lernout &
Hauspie Speech Products N.V. delivered a Plan for the
liquidation and distribution of L&H NV's assets and its
accompanying Disclosure Statement to Judge Wizmur on March 11,
2002.

L&H NV has disposed of virtually all of its assets for cash or
other consideration, including Mendez S.A., the Medical
Transcription Business, and the Speech and Language Technologies
Business.  As a result of L&H NV's dual plenary bankruptcy
proceedings in the United States and Belgium and the difference
between the insolvency laws of these jurisdictions, the Plan
will distribute L&H NV's non-Belgian assets to creditors in
accordance with the Bankruptcy Code.

All assets of L&H NV other than the Chapter 11 Assets will be
administered in the Belgian Case.  The Plan provides that the
Chapter 11 Assets will be distributed to its creditor
constituencies.  The Plan also contemplates both the liquidation
of any remaining Chapter 11 Assets that are non-Cash assets and
the formation of a litigation trust or similar vehicle to pursue
recoveries L&H NV may have against third parties arising out of
the events that preceded the Chapter 11 Case. Specifically, the
Litigation Trust Beneficial Interests will be distributed among
holders of certain Allowed Claims as:

         (a) 93% of the Litigation Trust Beneficial Interests
             will be distributed to holders of general, unsecured
             claims against the Chapter 11 Assets; and

         (b) 7% will be distributed to holders of claims arising
             out of or in connection with the PIERS and Old
             Convertible Subordinated Notes.

Since Distributions may require the Plan Administrator to
liquidate certain of the Chapter 11 Assets that are non-cash
assets, like securities -- including, but not limited to, the
common stock of Dictaphone, which L&H NV received in connection
with the Dictaphone Plan, additional time may be required to
finalize Distributions on account of all Allowed Claims.

                   Classification and Treatment of Claims

A.  Administrative Expense Claims

Each holder of an Allowed Administrative Expense Claim will be
paid Cash in full by Post-Effective Date L&H:

         (i) upon the Effective Date or as soon as practicable
             after the Effective Date,

        (ii) as soon as practicable after the Claim becomes an
             Allowed Administrative Expense Claim if the date of
             allowance is later than the Effective Date, or

       (iii) upon other terms as may be mutually agreed by the
             holder of an Allowed Administrative Expense Claim
             and Post-Effective Date L&H.

All post-Effective Date professional fees and related expenses
accrued by Professionals in connection with the Plan and the
Chapter 11 Assets will be paid by Post Effective Date L&H within
ten Business Days of the submission by any Professional of an
invoice to Post Effective Date L&H.

In the event that Post Effective Date L&H objects to the payment
of a Professional's post-Effective Date invoice, in whole or
part, and the parties cannot resolve the objection after good
faith negotiation, Judge Wizmur will retain jurisdiction to
review the disputed invoice and make a determination as to the
extent to which the invoice will be paid by Post Effective Date
L&H.

B.  Tax Claims

On the Effective Date, a holder of an Allowed Priority Tax Claim
will be entitled to receive in full satisfaction, settlement,
and release of, and in exchange for the Allowed Priority Tax
Claim:

         (a) deferred Cash payments in an aggregate principal
             amount equal to the amount of the Allowed Priority
             Tax Claim plus interest, to the extent required
             under applicable law, on the unpaid portion at the
             legal rate of interest -- excluding any default
             interest rate -- or, in the absence of a legal rate
             of interest, at a rate of 4% per annum, from the
             Effective Date through the date of payment, which
             date will not extend beyond the sixth anniversary
             of the Effective Date, or

         (b) such other treatment as to which Post-Effective Date
             L&H and the holder will have agreed upon in writing,
             with the Bankruptcy Court approval.  If deferred
             Cash payments are made to a holder of an Allowed
             Priority Tax Claim, the remaining unpaid portion
             of the Allowed Claim will be paid on or before the
             sixth anniversary of the Effective Date, together
             with any accrued and unpaid interest to the date
             of payment; provided, however, that Post-Effective
             Date L&H reserves the right to pay any Allowed
             Priority Tax Claim, or any remaining balance of
             an Allowed Priority Tax Claim, in full at any time
             on or after the Effective Date without premium or
             penalty.

C. Classified Claims

For purposes of all confirmation issues, including voting,
confirmation and distribution, all Claims against the Chapter 11
Assets - except for Administrative Expense Claims and Priority
Tax Claims -- and Equity Interests in the Debtor are classified
as:

     Class   Class Title
     -----   -----------
       1     Priority Non-Tax Claims
       2     Secured Claims
       3     Unsecured Claims
       4     PIERS/Old Convertible Subordinated Notes Claims
       5     Common Stock
       6     Securities Laws Claims
       7     Other Equity Interests

All Classes other than Classes 1 and 2 are impaired and entitled
to vote.

Class 3 Unsecured Claims include Claims under the Belgian
Revolving Credit Facility, all prepetition trade Claims relating
to the Chapter 11 Assets, the Belgian Claims and other
prepetition general unsecured Claims relating to the Chapter 11
Assets.  Class 7 consists of all Equity Interests in L&H NV not
otherwise classified in Classes 5 and 6, including the interests
of holders of Old Stock Options.

                                         Estimated     Estimated
                                         Aggregate     Percentage
                                         Amount of     Recovery
                                         Allowed       of Allowed
Class  Treatment                       Claims        Claims
-----  -----------------------------   ---------     -----------
   1     Unimpaired; paid Cash in full   Not given      100%
         on Effective Date or as agreed

   2     Unimpaired; paid in full;       Not given      100%
         Claimants will receive first
         net proceeds from the sale
         of any of its Collateral to
         the extent of the principal
         amount of its Claim.  To the
         extent permitted under
         applicable law, the Claimant
         will receive contractual,
         non-default rate of interest
         on the Allowed Secured Claim.
         Until each Secured Claim is
         paid in full, the Claimant
         will retain the Liens securing
         each Claim.

         Full payment to each secured
         creditor will be made on or
         before December 31, 2003.

   3     Impaired.  Subject to certain   Not given      Not given
         limitations, on the Effective
         Date, and thereafter for each
         Distribution of Available Cash,
         each Claimant will receive a
         Ratable Proportion of the
         Available Cash and 93% of the
         Litigation Trust Beneficial
         Interests.  No interest will
         be paid on any Class 3
         Unsecured Claim.

         Limitations on Amount of
         Distributions to Holders of
         Allowed Unsecured Claims.
         Claimants will not receive any
         Distributions after they have
         received 100% repayment of the
         principal amount of their
         Allowed Class 3 Unsecured
         Claims.  Any distributions by
         Dictaphone or Reorganized
         Dictaphone under the Dictaphone
         Plan, as the case may be, to
         the Lenders on account of the
         Dictaphone Guaranty will be
         included in determining whether
         the Lenders have received 100%
         repayment of their claims
         relating to the Belgian
         Revolving Credit Facility.

         The Lenders, however, may assert
         the full amount of their Allowed
         Class 3 Unsecured Claims until
         such time as they have received
         100% repayment of the principal
         amount of their Allowed Class 3
         Unsecured claims under the
         Belgian Revolving Credit Facility
         -- after taking into account
         distributions under the Plan and
         the Dictaphone Plan.  After all
         holders of Allowed Class 3
         Unsecured Claims have received
         100% repayment of the principal
         amount of their Allowed
         Unsecured Claims, all further
         Distributions of Available Cash
         and Litigation Trust Beneficial
         Interests will be distributed
         to holders of Allowed Class 4
         PIERS/Old Convertible
         Subordinated Notes Claims.

   4     Impaired.  On the Effective     $189,360,000   N/A
         Date, and thereafter, after
         Claimants in this Class with
         Allowed Class 3 General
         Unsecured Claims have received
         Distributions equal to 100% of
         their Allowed Claims, for each
         Distribution of Excess
         Available Cash, after full
         Distribution to Class 3, each
         holder of a PIERS/Old
         Convertible Subordinated Notes
         Claim will receive a Ratable
         Proportion of Excess Available
         Cash and 7% of the Litigation
         Trust Beneficial Interests.  No
         interest will be paid on any
         Class 4 PIERS/Old Convertible
         Subordinated Notes Claim.

   5     Impaired; deemed to have        N/A            0%
         rejected the Plan.  Holders
         of Allowed Common Stock Equity
         Interests will receive no
         Distribution under the Plan.

   6     Impaired; deemed to have        N/A            0%
         rejected the Plan.  Holders
         of an Allowed Securities Laws
         Claim will receive no
         Distributions under the Plan.

   7     Impaired; deemed to have        N/A            0%
         rejected the Plan and not
         entitled to vote.  A holder
         of any Equity Interest in L&H
         NV not otherwise classified
         in L&H NV Classes 5 and 6 will
         receive no distributions under
         the Plan on account of the
         Equity Interest.

For Plan purposes, a "Ratable Portion" is the ratio -- expressed
as a percentage -- that the amount of the Allowed Claim bears to
the aggregate amount of Allowed Claims of the same Class plus
all Disputed Claims in the Class.

"Available Cash" means at any time, the Cash held by Post-
Effective Date L&H on account of the Chapter 11 Assets --
including the net proceeds from any sales of Chapter 11 Assets
and any Distributions received, either directly or derivatively,
from L&H Holdings pursuant to the L&H Holdings Plan or from
Reorganized Dictaphone pursuant to the Dictaphone Plan, along
with the non-cash proceeds of any Chapter 11 Asset Transfers;
provided, however, that the non-cash proceeds will include the
common stock of Reorganized Dictaphone distributed to L&H
NV pursuant to the Dictaphone Plan, minus:

         (i) the amount of Cash necessary to satisfy or reserve
             for all Allowed Class 2 Secured Claims,
             Administrative Expense Claims, Priority Tax Claims,
             Class 1 Priority Non-Tax Claims, and Cash held in
             any Disputed Claims Reserve,

        (ii) the amount of Cash determined from time to time by
             the Plan Administrator to be necessary to fund
             adequately the administration of the Plan and
             Post-Effective Date L&H on and after the Effective
             Date, and

       (iii) the Litigation Trust Reserve and the Litigation
             Monitoring Committee Reserve.

                     Means Of Implementation Of The Plan

On the Effective Date, these events will occur -- and will be
deemed to have occurred simultaneously:

         (1) the Litigation Trust Agreement will become
             effective;

         (2) the Litigation Trust will be formed and will assume
             its obligations under the Plan; and

         (3) the Equity Interests -- including the Old Capital
             Stock -- of L&H NV will be extinguished as they
             relate to the Chapter 11 Assets.

                           The Litigation Trust

The Litigation Trust will be established as of the Effective
Date of the Plan, and the Litigation Trustee will be appointed
on that Date.

A.  Acquisition of Assigned Causes of Action

On the Effective Date, Post-Effective Date L&H and the Debtor
will be deemed to have, and will have, irrevocably assigned and
transferred to the Litigation Trust all of their rights, title
and interest in and to any and all of the Assigned Causes of
Action and any proceeds received by the Debtor or Post Effective
Date L&H.  Neither Post-Effective Date L&H nor the Debtor will
have any further title or interest in any of the Assigned Causes
of Action, and neither the Debtor nor Post-Effective Date L&H
will receive any portion of any amounts recovered on account of
any of the Assigned Causes of Action.

All of the Assigned Causes of Action that belong to or could
have been raised by or on the Debtor's behalf have been
transferred and assigned to the Litigation Trust.  Post-
Effective Date L&H and the Litigation Trust, as the case may be,
as the successors to the Debtor, will retain and may prosecute
any of these as a defense or counterclaim to any Claim,
Counterclaim or action, including, but not limited to, any
rights under Section 502(d) of the Bankruptcy Code.  All other
Causes of Action are being retained by Post-Effective Date L&H.

B. Establishment of Litigation Trust Beneficial Interest
    Registers

The Litigation Trust will maintain a register of the persons or
entities granted Litigation Trust Beneficial Interests and will
be entitled to treat as the owner of any interest for all
purposes the person or entity in whose name the Litigation Trust
Beneficial Interest is registered.  Litigation Trust Beneficial
Interests will be uncertified.

C. Litigation Trust Beneficial Interests -- Disputed Claims

Upon a Disputed Claim becoming an Allowed Claim, Post-Effective
Date L&H will notify the Litigation Trust, and the holder of the
Allowed Claim will be granted the Litigation Trust Beneficial
Interests reserved for the Claim.

D. Limitations on Transferability

No holder of a Litigation Trust Beneficial Interest will be
entitled to transfer the interest.  The irrevocable transfer of
the Assigned Causes of Action to the Litigation Trust will be
treated as an irrevocable deemed transfer of the Assigned Causes
of Action to the holders of Allowed Claims followed by an
irrevocable deemed contribution of the Assigned Causes of Action
by the holders of Allowed Claims to the Litigation Trust.

E. Funding the Litigation Trust

On the Effective Date, Post Effective Date L&H will pay to the
Litigation Trust $1,000,000 for the establishment of a reserve
to pay the fees, expenses and costs of the Litigation Trust and
the Litigation Trustee.  In addition, on the Effective Date,
Post Effective Date L&H will pay to the Litigation Trust
$100,000 for the establishment of a reserve to pay the fees,
expenses and costs of the Litigation Monitoring Committee.

To the extent that the Litigation Trustee and the Litigation
Monitoring Committee from time to time reasonably agree that the
amounts of the Litigation Trust Reserve and/or the Litigation
Monitoring Committee Reserve are in excess of the amounts
reasonably anticipated to be incurred by the Litigation Trust
and the Litigation Trustee in the pursuit of their duties and
obligations under the Plan, these excess amounts will be
returned to the Plan Administrator and will be treated as
Available Cash for Distributions to holders of Allowed Claims.

To the extent that the Litigation Monitoring Committee
reasonably determines that the amount of the Litigation Trust
Reserve is not sufficient for the Litigation Trustee to pursue
its duties and obligations hereunder, the Litigation Monitoring
Committee may request from Post-Effective Date L&H additional
funding for the Litigation Trust Reserve, and the consent of
Post-Effective Date L&H with respect to the request for
additional funding for the Litigation Trust Reserve will not be
withheld unreasonably.  Except as specifically set forth in
the Plan and the Litigation Trust Agreement, Post-Effective Date
L&H will have no obligation to the Litigation Trust or any
holder of an interest in the Trust, other than its obligations
to reasonably cooperate as a party to the Assigned Causes of
Action assigned to the Litigation Trust and to fund the
Litigation Trust and the Litigation Monitoring Committee
Reserves.

In addition, the Litigation Trustee may, with the Litigation
Monitoring Committee's written consent, borrow funds to finance
the operations of the Litigation Trust, which borrowing(s) may
include equity participation features.

F. Application of Proceeds and Expenses

Upon receipt of the proceeds of any Assigned Causes of Action
assigned to the Litigation Trust, the Litigation Trustee will
determine whether to distribute the proceeds to holders of
Litigation Trust Beneficial Interests.  Prior to any
Distribution, the Litigation Trustee will apply the proceeds,
net of amounts paid or deductions made by reason of set-off to
the Litigation Trustee or by reason of reduction in judgment
or reimbursement obligations of the Litigation Trustee:

         (i) after utilizing amounts in the Litigation Trust
             Reserve and the Litigation Monitoring Committee
             Reserve, to the payment of any associated taxes
             and unpaid administrative expenses of the Litigation
             Trust, the Litigation Trustee and the Litigation
             Monitoring Committee, then

        (ii) pro rata to the payment of the reasonable, unpaid
             fees and expenses incurred in employing
             professionals for the Litigation Trustee and
             the Litigation Monitoring Committee, and the
             compensation and expenses of the Litigation Trustee,
             and

       (iii) to either the Litigation Trust Reserve or the
             Litigation Monitoring Committee Reserve for the
             reasonably anticipated amount of any future expenses
             and obligations to the extent the amounts in the
             reserves are insufficient.

G. Distribution of Litigation Proceeds

Subject to certain limitations, any proceeds from the Assigned
Causes of Action distributed by the Litigation Trustee, net of
amounts paid or reductions made by reason of set-off and after
payment or reserve in full of the Litigation Administrative
Costs of the Litigation Trust will be distributed, based on each
holder's Ratable Proportion:

         (a) with respect to the holders of Litigation Trust
             Beneficial Interests who received the interests
             on account of a Belgian Claim, the Curators will
             distribute the Litigation Proceeds, and

         (b) with respect to all other holders of Litigation
             Trust Beneficial Interests, the Litigation Trustee
             will distribute the Litigation Proceeds.

H. Distribution by Curators and Litigation Trustee

The Curators and the Litigation Trustee, as the case may be,
will distribute the Litigation Proceeds "at such times as the
Curators and the Litigation Trustee deem appropriate," but only
after paying all outstanding Litigation Administrative Costs and
reserving for any additional reasonable Litigation
Administrative Costs that may be incurred.

Until all holders of Allowed Claims receive full payment of
their Allowed Claims, the aggregate Distributions on account of
any holder of an Allowed Claim will not exceed 100% of the
amount of the Allowed Claim.  Any Litigation Proceeds otherwise
distributable to a holder of an Allowed Claim in excess of the
Maximum Recovery Amount will be redistributed to holders holding
the same class of Claims or, if all the holders have received
100% of the amount of the Allowed Claims, to holders of Allowed
Claims in proportion to the allocation of Distributions between
the various Classes of Claims against the Chapter 11 Assets.

I. Litigation Reserve

The Litigation Trust will withhold from the amounts to be
distributed to holders of Litigation Trust Beneficial Interests
amounts sufficient to be distributed on account of the
Litigation Trust Beneficial Interests that may be granted to
holders of Claims that are Disputed Claims as of the date of
distribution of proceeds.  To the extent the Disputed Claims
ultimately become Allowed Claims, and Litigation Trust
Beneficial Interests are granted to the holders of the Claims,
payments with respect to the interest will be made from the
Litigation Reserve.

The Litigation Trustee, in consultation with the Litigation
Monitoring Committee, will determine the amount to reserve in
the Litigation Reserve based on the amount of Disputed Claims
determined or estimated for the purposes of the Disputed Claims
Reserve.

J. Distributions After Disallowance

If any proceeds remain in the Litigation Reserve after all
objections to Disputed Claims have been resolved, the remaining
amounts will be distributed as soon as practicable in accordance
with the provisions regarding the distribution of Litigation
Proceeds to the holders of Litigation Trust Beneficial
Interests.

K. Term

The term of the Litigation Trust begins on the Effective Date
and will continue until the fifth anniversary of that date,
unless sooner terminated in accordance with the terms of the
Litigation Trust Agreement; provided, however, that the term of
the Litigation Trust may be extended for no more than five
successive periods of two years each in accordance with the
provisions in the Litigation Trust Agreement.

L. Compensation of the Litigation Trustee

The Litigation Trustee will receive compensation for services to
the Litigation Trust as agreed upon by the Litigation Trustee
and the Litigation Monitoring Committee, and will be entitled to
reimbursement of reasonable expenses incurred in performing its
duties out of the assets of the Litigation Trust.

M. Indemnification and Exculpation of the Litigation Trustee and
     Litigation Monitoring Committee

From and after the Effective Date, the Litigation Trustee and
members of the Litigation Monitoring Committee, and each of
their post-Effective Date directors, members, officers, will be
exculpated and indemnified as provided in the Litigation Trust
Agreement.  Both Litigation Trustee and the Litigation
Monitoring Committee, and each of their post-Effective Date
directors, members, officers, employees, agents and attorneys,
as the case may be, from and after the Effective Date, is
exculpated in the Plan by all Persons, holders of Claims and
Equity Interests, Entities, and parties-in-interest receiving
Distributions under the Plan, from any and all claims, causes of
action, and other assertions of liability arising out of its
discharge of the powers and duties conferred upon it by the
Plan, the Litigation Trust Agreement, or any order of the
Bankruptcy Court entered pursuant to or in furtherance of the
Plan, or applicable law, except solely for actions or omissions
arising out of its gross negligence, willful misconduct or
breach of its fiduciary duties.

No holder of a Claim or an Equity Interest, or representative
thereof, will have or pursue any claim or cause of action:

         (a) against the Litigation Trustee or the Litigation
             Monitoring Committee -- or their directors,
             members, officers, employees, agents and attorneys,
             as the case may be -- for Distributions made in
             accordance with the Plan, or for implementing the
             provisions of the Plan, or

         (b) against any holder of a Claim for receiving or
             retaining payments or other Distributions as
             provided for by the Plan.

Both the Litigation Trustee and the Litigation Monitoring
Committee will not be liable for any action taken or omitted in
good faith and reasonably believed by it to be authorized within
the discretion or rights or powers conferred upon it by the Plan
or the Litigation Trust Agreement. In performing its duties
under the Plan and the Litigation Trust Agreement, each of the
Litigation Trustee and the Litigation Monitoring Committee will
have no liability for any action taken by the Litigation Trustee
and the Litigation Monitoring Committee in good faith in
accordance with the advice of counsel, accountants, appraisers
and other professionals retained by it, Post-Effective Date L&H,
or the Litigation Trust.

The Litigation Trustee and the Litigation Monitoring Committee
may rely without independent investigation on copies of orders
of the Bankruptcy Court reasonably believed by it to be genuine,
and will have no liability for actions taken in good faith in
reliance thereon.  None of the provisions of the Plan will
require the Litigation Trustee or the Litigation Monitoring
Committee to expend or risk their own funds or otherwise incur
personal financial liability in the performance of any of their
duties or in the exercise of any of its rights and powers.
Each of the Litigation Trustee and the Litigation Monitoring
Committee may rely without inquiry upon writings delivered to
it, which it reasonably believes in good faith to be genuine and
to have been given by a proper Person.

M. Monitoring of Litigation Trust

On or prior to the Confirmation Date, the Committee will select
three Persons or Entities to serve as representatives of the
Litigation Trust.

The Litigation Monitoring Committee will monitor and review
settlement, abandonment and other disposition proposals proposed
to or agreed to by the Litigation Trustee with respect to the
Assigned Causes of Action and to consult with the Litigation
Trustee regarding the settlement, abandonment, disposition and
prosecution of the Causes of Action.  The Litigation Monitoring
Committee will, to the extent it deems necessary, retain counsel
to assist it.

                             Exclusivity Period

Subject to further Bankruptcy Court order, the Committee will
retain the exclusive right to amend the Plan and solicit
acceptances thereof until the Effective Date -- or until the
earliest date on which the Effective Date can no longer occur.

                      The Committee Post-Confirmation

The Committee will cease to exist on the Effective Date, but
retains standing to appear at any hearing regarding the
allowance of Professional Fees; as appropriate, may interpose
objections to the Professional Fees, and is entitled to obtain
reimbursement for the reasonable fees and expenses of its
professionals relating to these events.

              Appointment of Scott L. Baena to Administer Plan

On the Effective Date, Scott L. Baena will be appointed to serve
as the sole officer and director of Post-Effective Date L&H
under the Plan Administration Agreement.  Sufficient funds will
be retained by Post-Effective Date L&H through the Final
Distribution Date to fund Mr. Baena's retention and the
performance of his duties and that of Post-Effective Date L&H
under the Plan.

Mr. Baena will be exclusively responsible for making all
Distributions of Cash and Litigation Trust Beneficial Interests
under the Plan, other than Distributions of Cash and Litigation
Trust Beneficial Interests to holders of the Belgian Claims,
which Distributions will be made by the Curators.

                           Periodic Distributions

Post-Effective Date L&H will make Distributions as provided
under the Plan from the net proceeds it has obtained or obtains
from the Transfers of the Chapter 11 Assets for a period of up
to five years after the Effective Date.  The Post Effective Date
L&H will make Distributions of Cash, Available Cash, and
Litigation Trust Beneficial Interests on account of any portion
of, or in the full amount of Allowed Claims as soon as
reasonably practicable after the Effective Date and, thereafter,
on the first Business Day of each calendar semester.  However,
except with respect to the final Distribution, Post-Effective
Date L&H will not make any Distributions unless the amount of
Available Cash exceeds $1,000,000.

The Distributions will continue until Post Effective Date L&H
has Transferred all of its assets and there is no additional
Available Cash for Distributions under the Plan.  To the extent
that the Chapter 11 Assets consist of neither Cash nor Cash
equivalents, Post-Effective Date L&H will endeavor to distribute
the non-Cash consideration in such manner as to give effect to
the distribution scheme contemplated under the Plan.

Post-Effective Date L&H will have absolute discretion to pursue
or not to pursue any and all claims, rights, defenses, or Causes
of Action that it retains pursuant to the Plan, as it determines
in the exercise of its business judgment, and will have no
liability for the outcome of its decision.

                       Disputed Claims Under The Plan

As soon as practicable, but in no event later than 180 days
after the Effective Date, unless otherwise ordered by the
Bankruptcy Court, objections to Claims and Equity Interests will
be filed with the Bankruptcy Court and served on the holders of
each Claim or Equity Interest to which objections are made.

On and after the Effective Date, except as to applications for
allowances of Professional Fees or as otherwise ordered by the
Bankruptcy Court, the filing, litigation, settlement, or
withdrawal of all objections to Claims and Equity Interests,
including pending objections, will be the responsibility of Post
Effective Date L&H. Any Claim, other than a Claim for
Professional Fees, which is not an Allowed Claim will be
determined, resolved, or litigated by Post Effective Date L&H by
and through the Plan Administrator.  Prior to the Effective
Date, the filing, litigation, settlement, or withdrawal of all
objections will be the Debtor's responsibility.

                  No Distributions Pending Allowance

Notwithstanding any other provision, if any portion of a Claim
is a Disputed Claim, no payment or Distribution will be made on
account of the portion of any Claim that is a Disputed Claim
unless and until the Disputed Claim becomes an Allowed Claim,
but the payment or Distribution provided under the Plan will be
made on account of the portion of any Claim that is an Allowed
Claim.

                Withholding of Allocated Distributions

Post-Effective Date L&H will withhold from the property to be
distributed under the Plan for the benefit of holders of
Disputed Claims Distributions in an amount sufficient to be
distributed on account of the Disputed Claims, which
Distributions will be deposited in the applicable Disputed
Claims Reserve.

                       Post-Effective Date L&H

From and after the Effective Date, Post-Effective Date L&H will
continue in existence for the purposes of:

         (a) administering the Plan and to take all steps and
             execute all instruments and documents necessary to
             effectuate the Plan;

         (b) selling or otherwise disposing of the Chapter 11
             Assets and winding up affairs relating to the
             Chapter 11 Assets as expeditiously as reasonably
             possible;

         (c) taking any actions to liquidate, and maximize the
             value of, the Chapter 11 Assets;

         (d) assigning all Assigned Causes of Action, and all
             claims, interests, rights and privileges of
             L&H NV relating to the Litigation Trust for
             enforcement, prosecution and settlement by the
             Litigation Trustee in accordance with the terms of
             the Plan and the Litigation Trust Agreement;
             provided, however, that Post-Effective Date L&H
             will keep an interest in the Assigned Causes of
             Action solely to assert a defense to a Claim or
             Equity Interest based on the Assigned Causes
             of Action;

         (e) reconciling Claims and resolving Disputed Claims,
             and administering the Claims allowance and
             disallowance processes set forth in the Plan,
             including objecting, prosecuting, litigating,
             reconciling, settling and resolving Claims and
             Disputed Claims in accordance with the Plan;

         (f) making decisions regarding the retention,
             engagement, payment and replacement of
             professionals, employees and consultants;

         (g) cooperating with the Litigation Trustee, the
             Litigation Trust, and the Litigation Monitoring
             Committee with regard to the pursuit of the
             Assigned Causes of Action;

         (h) in conjunction with Litigation Trustee, providing
             quarterly reports to the Litigation Monitoring
             Committee as to budgets, cash receipts and
             disbursements, asset sales or other dispositions,
             claims reconciliation, Litigation Proceeds and
             Distributions under the Plan;

         (i) administering the Distributions under the Plan,
             including:

                -- making Distributions in accordance with the
                   terms of the Plan,

                -- establishing and maintaining the various
                   Disputed Claims Reserves, and

                -- filing with the Bankruptcy Court semi-annual
                   reports regarding the Distributions to be
                   made to the holders of Allowed Claims;

         (j) exercising other powers as necessary or prudent
             to carry out the provisions of the Plan;

         (k) investing any Cash in any reserves or pending
             distribution in accordance with reasonable
             business judgment for any such Entity;

         (l) filing appropriate tax returns; and

         (m) taking other actions as may be necessary or
             appropriate to effectuate this Plan.

Each of the Plan Administrator, Post Effective Date L&H, the
Litigation Trust, and the Litigation Trustee may incur and pay
any reasonable and necessary expenses in performing these
functions, subject to the terms of the Plan.

                           Plan Injunction

Except as otherwise provided in the Confirmation Order --
including any right to receive Distributions under the Plan --
or a separate order of the Bankruptcy Court, as of the Effective
Date, all Entities that have held, currently hold or may hold a
Claim or other debt or liability that would be discharged or an
Equity Interest or other right of an equity security holder that
is terminated and canceled pursuant to the terms of the Plan,
are permanently enjoined from taking any of these actions on
account of any discharged Claims, debts or liabilities or
terminated and canceled Equity Interests or rights:

         (1) commencing or continuing in any manner any action
             or other proceeding against Post-Effective Date L&H,
             the Chapter 11 Assets or properties and interests in
             properties of each of the Plan Entities;

         (2) enforcing, attaching, collecting or recovering in
             any manner any judgment, award, decree or order
             against Post-Effective Date L&H, the Estate or
             properties and interests in properties of each of
             these;

         (3) creating, perfecting or enforcing any lien or
             encumbrance against Post-Effective Date L&H,
             the Chapter 11 Assets or properties and
             interests in properties of each of these Plan
             Entities;

         (4) asserting a set-off, right of subrogation or
             recoupment of any kind against any obligation due
             to Post-Effective Date L&H, the Chapter 11 Assets
             or properties and interests in properties of each
             of these; and

         (5) commencing or continuing any action, in any manner,
             in any place that does not comply with or is
             inconsistent with the provisions of the Plan and
             the Confirmation Order.

This injunction extends to all successors of the Debtor and the
Committee and its members.  Unless otherwise stated in the
Confirmation Order, all injunctions or stays provided for in the
Chapter 11 Case pursuant to Sections 105 or 362 of the
Bankruptcy Code, or otherwise, and in existence on the
Confirmation Date, will remain in full force and effect until
the Effective Date.

                        More Exculpation

Except to the extent of any willful misconduct or gross
negligence, none of L&H NV, Post-Effective Date L&H, or any of
the L&H NV Parties -- but solely in their capacities as L&H NV
Parties -- will have or incur any liability to any holder of a
Claim or Equity Interest for any act or omission in connection
with, related to, or arising out of:

         (a) the Chapter 11 Case,

         (b) the pursuit of confirmation of the Plan,

         (c) the consummation of the Plan or the administration
             of the Plan or the property to be distributed under
             the Plan,

         (d) the Plan, and

         (e) the negotiation, formulation and preparation of
             the Plan and any of the terms, settlements and
             compromises reflected in the Plan, and, in all
             respects, the Debtor, Post-Effective Date L&H,
             and each of the L&H NV Parties will be entitled
             to rely upon the advice of counsel with respect
             to their duties and responsibilities under the
             Plan; provided, however, that this exculpation
             will not apply:

               (x) with respect to the L&H NV Parties, to
                   acts or omissions that occurred prior to
                   the Petition Date, and

               (y) solely with respect to Post-Effective Date
                   L&H, the Litigation Trust, the Plan
                   Administrator, the Litigation Trustee or
                   to the Curators, to acts or omissions that
                   occur after the Effective Date.

                   Release Of Certain Intercompany Claims

As of the Effective Date, L&H NV, Post-Effective Date L&H, and
each of their successors and successors-in-interest, release any
and all Claims, other claims or Causes of Action that they have,
may have, or claim to have, which are property of, assertable on
behalf of, or derivative of the Estate against L&H Holdings or
its Affiliates -- other than L&H NV -- in accordance with that
certain Mutual Release Agreement among L&H Holdings and L&H NV
dated June 26, 2002, which was approved by the Bankruptcy Court
on August 13, 2002 and which became effective on the effective
date of the L&H Holdings Plan.

However, the mutual releases between L&H NV and L&H Holdings do
not include:

         (a) a release of certain claims relating to intercompany
             allocations of shared costs, including management
             costs, corporate marketing costs, professional fees
             and expenses, DIP fees, interest and related
             expenses, and insurance costs -- which allocations
             have or will be approved by the Bankruptcy Court,
             and

         (b) the U.S. Merger Claims and the Other U.S. Claims
             assigned to L&H NV pursuant to the Stipulation And
             Order approving L&H NV's and Holdings' settlement
             with the Baker Parties dated January 31, 2002.

Furthermore, these releases include, other than the Assigned
Claims, any and all claims relating to that certain Agreement
And Plan Of Merger dated as of March 27, 2000, by and among L&H
NV, L&H Holdings, Dragon Systems, Inc. and the principal
stockholders of Dragon Systems, Inc., any claims of breach of
warranty or representations relating thereto, and any remaining
intercompany claims between L&H Holdings and L&H NV.

                        The Alternatives

The Committee believes that the Plan they have presented affords
holders of Claims the greatest opportunity for realization on
the Chapter 11 Assets.  If the Plan is not confirmed, however,
the theoretical alternatives include liquidation of L&H NV under
Chapter 7 of the Bankruptcy Code, or alternative plans of
reorganization or liquidation under Chapter 11.

Thorough consideration of these alternatives to the Plan has led
the Committee to conclude that the Plan, in comparison, provides
a greater recovery to creditors on a more expeditious timetable,
and in a manner that minimizes certain inherent risk in any
other course of action available in the Chapter 11 Case.

A.  Liquidation Under Chapter 7

If no plan is confirmed, the Chapter 11 Case may be converted to
a case under Chapter 7 of the Bankruptcy Code.  In a Chapter 7
case, a trustee or trustees would be elected or appointed to
liquidate the assets of L&H NV.  It is impossible to predict
precisely how the proceeds of the liquidation would be
distributed to the holders of Claims against and Equity
Interests in L&H NV.

The Committee believes that in a liquidation under Chapter 7,
before creditors received any distribution, additional
administrative expenses involved in the appointment of a trustee
or trustees and attorneys, accountants and other professionals
to assist such trustee(s) would cause a substantial diminution
in the value of the Estate.  The assets available for
distribution to creditors would be reduced by the additional
expenses and by Claims, some of which would be entitled to
priority.  Moreover, Section 1145 of the Bankruptcy Code could
not be invoked.

B.  Alternative Plan Of Reorganization Or Liquidation

If the Plan is not confirmed, L&H NV, the Committee, or if the
Bankruptcy Court were not to grant further extensions of L&H
NV's and the Committee's current co-exclusive periods in which
to file and solicit a plan of reorganization, any other party-
in-interest in these cases could propose a different plan or
plans.

The Committee has determined that confirmation of the Plan will
provide each holder of an Allowed Claim in an impaired class
under the Plan with a substantially greater recovery than would
be received by a holder in a Chapter 7 liquidation because of:

         (a) additional administrative expenses resulting from
             the appointment of and services to be rendered by
             trustees and attorneys and other professionals to
             assist the trustees,

         (b) the relative lack of familiarity with L&H NV's
             assets that would inevitably hinder the
             professionals in the management of the estate,

         (c) additional expenses and claims, some of which would
             be entitled to priority, that would be generated
             during the liquidation, and

         (d) realization of lower value of the Chapter 11 assets
             than under the Plan, if the claims are ultimately
             successful after protracted litigation.

In addition, distributions would be substantially delayed in a
Chapter 7 liquidation because, among other things, of the need
to litigate or otherwise resolve many of the claims settled by
the Plan. In the event the Plan is not confirmed, or the Chapter
11 Case is converted to a case under Chapter 7 of the Bankruptcy
Code, the Committee believes that the inaction or action, as the
case may be, will cause L&H NV to incur substantial expense and
otherwise serve only to prolong unnecessarily the Chapter 11
Case and negatively affect creditors' recoveries on their
Claims.

                    Non-consensual Confirmation

In the event that any of Classes 3 and 4 fail to accept the
Plan, the Committee reserves the right to:

         (i) modify the Plan, and/or

        (ii) request that the Bankruptcy Court confirm the
             Plan under the cram-down provision notwithstanding
             a lack of acceptance by finding that the Plan
             provides fair and equitable treatment to, and
             does not discriminate unfairly against, any impaired
             Class of Claims and Equity Interests voting to
             reject the Plan.

                     The Belgian Complications

If the Plan is not confirmed, creditors and equity interest
holders will be subject to the risks associated with the Belgian
Case.  For example, few non-U.S. entities and individuals have
been identified who have filed Claims solely in the Belgian Case
alleging fraud, deceit, or misrepresentation by L&H NV or its
representatives in connection with transactions by virtue of
which the claimants purchased or otherwise acquired Common
Stock.  Similarly situated U.S. claims would be subject to
mandatory subordination under Section 510(b) of the Bankruptcy
Code, but because the Foreign Stock Fraud Claimants have filed
claims only in the Belgian Case, and are otherwise not subject
to the jurisdiction of the Bankruptcy Court, these claims may
not be subject to subordination under Section 510(b).

Moreover, there is no provision precisely analogous to Section
510(b) under Belgian law, which would mandate subordination of
the claims in the Belgian Case, and the Belgian Court has relied
on the inclusion of a Section 510(b)-type provision in the
Belgian Plan to refuse to approve such plan.  There also is a
risk that the Foreign Stock Fraud Claimants will receive payment
in full on their claims in the Belgian Case pari passu with the
rest of L&H NV's unsecured creditors.  Such a result would have
a dilutive effect on the pool of assets available to L&H NV
creditors that is inconsistent with U.S. law.

At this point only ten Foreign Stock Fraud Claimants have been
identified, and their claims are, in total, less than
$2,600,000. However further similar claims could be filed in the
Belgian Case of which the Committee and L&H NV are currently
unaware, which could have a significant dilutive impact on
recoveries to creditors with non-Foreign Stock Fraud Claims

                        *     *     *

Judge Judith Wizmur sets a hearing to consider the adequacy of
the information in the Committee's Disclosure Statement on April
2, 2003. Objections to the Committee's Disclosure Statement must
be filed and served no later than March 26, 2003.
(L&H/Dictaphone Bankruptcy News, Issue No. 38; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


LTV: Seeks Approval for Administrative Claims Reconciliation
------------------------------------------------------------
LTV Steel Company, Inc., asks Judge Russ Kendig to bless its
reconciliation of certain administrative claims, and authorize
LTV Steel to settle those claims.  The Debtor further asks that
Judge Kendig sustain LTV Steel's Objection to certain non-
responding administrative trade claimants.

Leah J. Sellers, Esq., at Jones Day in Cleveland, reminds Judge
Bodoh that in March of 2002, he set May 20, 2002, as the
Administrative Trade Claims Bar Date.  The Reconciliation
Claimants timely filed their respective Administrative Expense
Claims.  In August 2002, LTV Steel filed an Omnibus Objection in
which it objected to the allowance of these Administrative
Expense Claims because the claims were overstated or were not
supported by sufficient documentation.  Subsequent to making its
Objections, LTV Steel gathered additional information from
the Reconciliation Claimants and consulted with these Claimants
to determine the appropriate amount of each Administrative
Expense Claim. LTV Steel reconciled the Administrative Expense
Claims based on this additional information and determined that
the Administrative Expense Claims should be allowed in the
amounts specified in this Motion.  LTV Steel also sought and
obtained agreement from each Reconciliation Claimant with
respect to the amount of the Reconciled Claims in this Motion.

The statutory standards for approval of settlements are met in
this case, Ms. Sellers assures Judge Kendig.  The settlements
with the Reconciliation Claimants are reasonable, and the
settlement of these Administrative Expense Claims will benefit
LTV Steel's estate and creditors.  LTV Steel carefully gathered
and evaluated the documentary support provided by each
Reconciliation Claimant, and consulted its books and records to
determine the appropriate amount of each Reconciled Claim.  If
necessary, LTV Steel also negotiated with the Reconciliation
Claimants to reach a resolution of any disputes related
to discrepancies between the amount of the claims on LTV Steel's
books and records, and the amount of he claims as asserted by
the Reconciliation Claimants.  As such, the Reconciled Claims
represent the best available information regarding the
appropriate amounts of these Administrative Expense Claims.

Moreover, it would be extremely costly for LTV Steel to litigate
these Administrative Expense Claims, as LTV Steel already has
exhausted all available information relating to the appropriate
amount of each claim. LTV Steel is in the process of winding
down its estate and should not deplete estate resources by
litigating unnecessarily any issues that have been resolved
reasonably and based on the best information available.
Accordingly, the Reconciled Claims should be allowed in the
agreed-to amounts.

The Reconciliation Claimants and the settlement amounts are:

      Name of                          Claim         Settlement
      Claimant                         Amount          Amount
      --------                         ------        ----------
ACG Inc.                          $   133,147.27  $    89,775.66
Affival Inc.                            9,164.64        9,163.64
Air Power of Ohio Co.                  20,000.00       20,000.00
Ameridrives International             164,477.30      164,477.30
Anderson Field Machining Co.           11,429.00       11,429.00
Avaya fka Lucent Technologies             231.88          231.88
Bank One Trust Company                Unliquidated     85,000.00
Bearing Service Co. of Pa.          1,507,346.07    1,491,426.03
Brechbuhler Scales Inc.                68,406.52       68,408.52
BSK Industries, Inc.                   63,858.55       63,258.55
Cuarcas Innovations                    27,190.40       24,466.90
CIT Group/Equipment Financial         310,734.15      140,403.18
City of Cleveland                     243,620.10       25,971.93
Comdisco Inc.                         Unliquidated     36,368.91
Dennison Electric Company               4,815.00          325.00
Doall Northern Illinois Co.           172,182.38      163,957.00
Enprotech Corporation                  71,470.00       71,470.00
ESM II LP                             531,171.58      518,355.16
Hannon Co.                             39,271.38       39,271.38
ICX Corporation                       945,175.55      762,659.83
Indiana Harbor Belt Railroad Co.       72,962.50       72,962.50
Industrial Security Management Inc.    15,658.40       11,308.00
Instron Corp.                           3,089.00        3,089.00
Instron Corp.                           8,146.00            0.00
ISG Resources Inc.                     54,644.62       54,644.52
Key Equipment Finance                 811,138.81      240,946.06
Kurtz Brothers Inc.                    24,480.99       24,480.99
Lafasrge Construction Materials        86,329.00       81,661.20
Lakehead Construction Co.               5,785.41        5,738.11
LS Harris Corp.                        17,918.3        10,929.92
M&O Environmental Co.                  43,537.83       14,514.10
Mair Reseasrch SPA                     22,968.94       22,068.94
McDaniel Fire Systems Inc.              21,894.96      21,894.96
Metals USA Carbon Flat Rolled Inc.     156,985.02     156,985.02
Metals USS Plates & Shape NE            34,313.68      34,313.68
Minntech Electronics Inc.                4,441.68       4,441.68
Modern Hard Chrome of Indiana          110,099.00     110,099.00
Philip Metals Inc/Luria Div.           131,275.22     131,275.22
Philpott Rubber Co.                     71,575.62      71,575.62
Riverside Refractories Inc.            326,169.62     326.169.62
Roger & Sons Construction Inc.         120,590.97     120,590.97
Roll & Hold Warehousing & Dist. Corp.  130,363.28           0.00
Safety-Kleen Systems, Inc.              41,247.24      20,623.62
Servsteel Inc.                         334,235.51     334,235.51
SES Technical Inc.                      89,640.47      87,177.34
State of Minnesota                      26,236.36      26,236.36
Stollberg Inc.                         116,633.87     116,633.87
Storage 21                              34,104.00      34,104.00
US Bancorp Equipment Finance Co.       338,255.16     334,746.74
Universal Am-Can Ltd.                  301,362.76           0.00


                           The Non-Responders

Ms. Sellers reminds Judge Kendig of the Order in December 2002
sustaining the Omnibus Objection of LTV Steel as to
approximately 280 non-responding claimants.  Ms. Sellers says
that December Order should have included additional
administrative claimants which did not respond to the Omnibus
Objection.  These additional non-responding claimants,
against which Ms. Sellers now asks judgment by default, are:

       Name of                                          Claim
       Claimant                                         Amount
       --------                                       ----------
Koolmaster Co. Inc.                               $    2,632.68
National Union Fire Ins. Co. of Pittsburgh         Unliquidated
(LTV Bankruptcy News, Issue No. 45; Bankruptcy Creditors'
Service, Inc., 609/392-00900)


MAGELLAN HEALTH: Hires Jeff Emerson as Chief Information Officer
----------------------------------------------------------------
Magellan Health Services, Inc., (OCBB:MGLH) has named Jeff D.
Emerson as chief information officer.

In this role, Emerson will be responsible for all aspects of the
company's information technology strategy and operations.

"Leveraging technology is and will continue to be critical to
Magellan's ability to operate efficiently and productively in
the service of customers, members and providers," said Rene
Lerer, chief operating officer. "Jeff Emerson brings to Magellan
a rare combination of technical expertise in the IT field and
extensive health care management experience that will serve us
well as we work to strengthen our organization operationally and
financially and position Magellan to take full advantage of its
size and market leadership position over the long term."

Emerson joins Magellan with over 30 years of professional
experience that includes senior leadership positions in both
information technology and health care management and
operations. He most recently served as president of CIGNA
HealthCare's Mid-Atlantic Region.

Prior to joining CIGNA, he was chief operating officer of
Digital Insurance, a start-up Internet broker of health and
related insurance plans that he helped to found.

Emerson's background in information technology also includes
serving as chief executive officer for the start-up operations
of SkyTel, Inc., the first nationwide messaging network, and a
variety of leadership positions with Informatics General
Corporation, Stentran Systems, Inc. and Boeing Computer
Services.

He holds a master's degree in computer systems from American
University and a bachelor's degree in theology from Bowdoin
College.

Headquartered in Columbia, Md., Magellan Health Services, Inc.
(OCBB:MGLH), is the country's leading behavioral managed care
organization, with approximately 68 million covered lives. Its
customers include health plans, government agencies, unions, and
corporations.

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


MAGELLAN HEALTH: Secures Injunction against Utility Companies
-------------------------------------------------------------
Stephen Karotkin, Esq., at Weil, Gotshal & Manges LLP, in New
York, informs the Court that in connection with the operation of
their businesses and management of their properties, Magellan
Health Services, Inc., and its debtor-affiliates obtain
electricity, natural gas, water, telephone, communications,
trash collection and other services of this general character
from 350 different utility companies throughout the United
States.  The Utility Services are essential to the Debtors'
operations, and, therefore, must continue uninterrupted during
the pendency of these Chapter 11 cases.  Generally, the Debtors
have had a good payment history with the Utility Companies for
substantially all of their facilities.  To the best of the
Debtors' knowledge, there are few, if any, defaults or
arrearages with respect to their undisputed Utility Service
invoices.  The Debtors estimate that the average monthly cost of
their Utility Services is $990,000.

Pursuant to Section 366 of the Bankruptcy Code, within 20 days
after the commencement of a bankruptcy case, a utility may not
alter, refuse, or discontinue service to, or discriminate
against, a debtor solely on the basis of the commencement of the
case or the failure of the debtor to pay a prepetition debt.  If
the Utility Companies are permitted to terminate Utility
Services on the 21st day after the Petition Date, Mr. Karotkin
fears that there will be severe disruptions in the Debtors'
operations, causing substantial harm to their business and
efforts to successfully reorganize.  To avert this harm, the
Debtors would be required to pay potentially substantial sums
demanded by the Utility Companies to avoid the cessation of
necessary Utility Services.

Accordingly, the Debtors sought and obtained a Court order:

   A. prohibiting the Utility Companies from altering, refusing,
      or discontinuing Utility Services solely on account of
        prepetition invoices;

   B. finding that the Utility Companies have "adequate assurance
      of payment" within the meaning of Section 366 of the
      Bankruptcy Code, without the need for payment of additional
      deposits or security, by granting administrative expense
      priority status to claims for postpetition Utility
      Services;

   C. establishing procedures for determining requests for
      additional adequate assurance;

   D. providing that, if a Utility Company timely requests
      additional adequate assurance that the Debtors believe is
      unreasonable, then, at the Utility Company's request, the
      Debtors will promptly file a Motion for Determination of
      Adequate Assurance of Payment and set the motion for a
      hearing;

   E. providing that any Utility Company that does not timely
      request additional adequate assurance will be deemed to
      have adequate assurance under Section 366 of the Bankruptcy
      Code; and

   F. providing that, in the event that a Determination Motion is
      filed or a Determination Hearing is scheduled, any
      objecting Utility Company will be deemed to have adequate
      assurance of payment under Section 366 of the Bankruptcy
      Code without the need for payment of additional deposits or
      other security until a Court order is issued in
      connection with the applicable Determination Motion or
      Determination Hearing.

Mr. Karotkin tells the Court that the Debtors will provide
adequate assurance of payment, in the form of granting
administrative expense claim status in their Chapter 11 cases
pursuant to Sections 503(b) and 507(a)(1) of the Bankruptcy
Code, to claims for Utility Services rendered to the Debtors by
the Utility Companies following the Petition Date.  This method
of providing adequate assurance will be without prejudice to the
rights of any Utility Company to request additional assurance.
In the event the Debtors and Utility Companies cannot agree on
the form of additional adequate assurance, the Debtors will file
a Determination Motion.

Mr. Karotkin assures the Court that the Debtors generally have
and will continue to pay all undisputed obligations for Utility
Services as billed and when due.  The Debtors estimate that the
average monthly cost of their Utility Services has been $990,000
and that this amount should not increase in any material amount.
The Debtors believe they will have more than sufficient cash
resources to make timely payments to the Utility Companies for
postpetition Utility Services. (Magellan Bankruptcy News, Issue
No. 3: Bankruptcy Creditors' Service, Inc., 609/392-0900)


MANDALAY RESORT: Closes $350MM Conv. Senior Debentures Issuance
---------------------------------------------------------------
Mandalay Resort Group (NYSE: MBG) has closed the sale of $350
million aggregate principal amount of its floating rate
convertible senior debentures due 2033.  The convertible
debentures will bear interest at a floating rate equal to three-
month LIBOR plus .75%, payable quarterly in arrears, until March
21, 2008.  After that date, the principal amount of the
debentures will accrete by a variable rate, reset quarterly to
three-month LIBOR plus .75%, subject to a maximum yield of 6.75%
per year.  The convertible debentures were offered only to
qualified institutional buyers at an offering price of $1,000
per debenture with an initial base conversion price of $57.30,
reflecting a conversion premium of 100% over Mandalay's closing
stock price of $28.65 on March 17, 2003.  Mandalay has granted
the initial purchasers a 13-day option to purchase an additional
$50 million of the convertible debentures.  Mandalay will use
the net proceeds from the sale of the convertible debentures to
repay currently outstanding indebtedness under its credit
facility.

Each debenture will be convertible into shares of Mandalay's
common stock (i) during any calendar quarter beginning after
June 30, 2003, if the closing price of Mandalay's common stock
reaches a specific threshold during the preceding calendar
quarter; (ii) if any of the credit ratings assigned to the
convertible securities fall below specified levels; (iii) if
Mandalay takes certain corporate actions; or (iv) if Mandalay
calls the convertible securities for redemption.  If converted,
holders of the securities will receive 17.452 shares per
convertible debenture, or an aggregate of 6.1 million shares of
Mandalay common stock.  In addition, if at the time of
conversion the market price of Mandalay's common stock exceeds
the base conversion price then applicable, holders will receive
up to an additional 14.2789 shares of Mandalay's common stock
per convertible debenture, or an additional 5.0 million shares
in the aggregate, as determined pursuant to a specified formula.

Mandalay may redeem all or some of the convertible debentures
for cash at any time on or after March 21, 2008, at their
accredited principal amount plus accrued and unpaid interest, if
any, to the redemption date .  Mandalay may be required to
repurchase the convertible debentures, at the option of the
holders, on the fifth, tenth, fifteenth, twentieth and twenty-
fifth anniversaries of their issuance, at their accredited
principal amount plus accrued and unpaid interest, if any, to
the purchase date.  Mandalay may choose to pay the purchase
price for such repurchases in cash, shares of Mandalay common
stock or a combination of cash and common stock.  Mandalay may
also be required to repurchase the convertible debentures for
cash upon a change in control occurring on or before March 21,
2008.

Neither the convertible debentures nor the shares issuable upon
conversion of them have been registered under the Securities Act
of 1933 or any state securities laws and, until so registered,
may not be offered or sold in the United States or any state
absent registration or an applicable exemption from registration
requirements.

As previously reported, Fitch Ratings affirmed the 'BB+' rating
on Mandalay Resort Group's (NYSE: MBG) senior debt and the 'BB-'
rating on the company's senior subordinated debt. The rating
action affects approximately $2.1 billion in debt securities.
Fitch has also assigned a 'BB+' rating to the company's $1.1
billion senior unsecured bank credit facility. The Rating
Outlook has been revised to Stable from Negative.


MATTRESS DISCOUNTERS: Emerges from Chapter 11 Proceedings
---------------------------------------------------------
Mattress Discounters confirmed that its First Amended Plan of
Reorganization became effective on March 14, 2003 allowing the
Company to officially emerge from Chapter 11.

Steve Newton, President and Chief Executive Officer said "We are
delighted that with the support of our creditors and our
employees, we have been able to complete this process in such a
short time period. Everyone in our Company now wants to refocus
on our real job of ensuring that we provide our customers with a
good night's sleep."

Mattress Discounters was the pioneer of the specialty Sleep Shop
industry when it opened its first stores in 1978. "This is a
tremendous way to celebrate our 25th anniversary year, and we
are delighted to take such a positive step forward," said
Newton, "our emergence, along with adding the new, exclusive,
Simmons Beautyrest 'Spa Collection' to our already extensive
Sealy Posturepedic and Stearns and Foster product ranges, allows
us to offer an excellent selection of branded products. This
range is also complemented by our own 'Factory Direct'
collection that is manufactured to our specifications, in our
own factory, allowing us to offer superb value to the consumer."

Mattress Discounters is headquartered in Upper Marlboro,
Maryland, and operates their own manufacturing plant along with
over 100 stores. Employing almost 600 people, they were the
original pioneers of the specialty Sleep Shop concept. With 25
years in business, they are one of the most experienced and
largest specialty mattress retailers in the USA.


MED DIVERSIFIED: Wants to Maintain Plan Exclusivity Until May 26
----------------------------------------------------------------
Med Diversified, Inc., and its debtor-affiliates ask for more
time from the U.S. Bankruptcy Court for the Eastern District of
New York to file a chapter plan 11 plan and solicit acceptances
of that plan.  The Debtors want the Court to extend their
exclusive period to file a plan of reorganization through May
26, 2003 and ask that their exclusive period to solicit
acceptances from creditors run through July 25, 2003.

The Debtors report that these activities consumed a tremendous
amount of time and effort of the Debtors' senior management:

   a) Each of the Debtors have filed detailed Schedules and
      Statements and monthly operating reports on a separate,
      rather than consolidated, basis.

   b) The Debtors have been compiling voluminous information
      requested by the NCFE Entities and PIBL. The Debtors
      likewise have participated in numerous related
      communications with representatives of the NCFE Entities
      and PIBL, as well as two face-to-face meetings with each of
      them.

   c) The Debtors likewise have begun to compile and furnish
      substantial information requested by each of the Committees
      and have engaged in almost daily communications with their
      advisors.

   d) The Debtors have commenced a review of their existing
      unexpired contracts and leases and rejected certain of
      them, while securing an extension until May 20, 2003 from
      this Court to determine whether to assume or reject the
      lease.

   e) The Debtors secured from this Court a proof of claim bar
      date in order to facilitate their preparation of a plan and
      disclosure statement.

   f) The Debtors otherwise have secured various orders from this
      Court typical in cases such as these, including orders
      relating to insurance premium financing, payment of
      professional fees and adequate assurance of payment for
      utility providers.

   g) The Debtors have engaged in numerous communications with
      representatives of Tender Loving Care Health Services,
      Inc., and their advisors with respect to their numerous
      interrelated operations and obligations and the likely
      effect each of their Chapter 11 cases may have on the
      other.

Med Diversified, Inc. operates companies in various segments
within the health care industry, including pharmacy, home
infusion, multi- media, management, clinical respiratory
services, home medical equipment, home health services and other
functions.  The Company filed for chapter 11 protection on
November 27, 2002 (Bankr. E.D. N.Y. Case No. 02-88564).  Toni
Marie McPhillips, Esq., at Duane Morris LLP represents the
Debtors in their restructuring efforts.  When the Company filed
for protection from its creditors, it listed $196,323,000 in
total assets and $143,005,000 in total debts.


MEDICALCV: Has Insufficient Funds to Meet Revolver Requirements
---------------------------------------------------------------
MedicalCV Inc.'s consolidated financial statements for the
quarter ended January 31, 2003, have been prepared on a going
concern basis, which contemplates the realization of assets and
settlement of liabilities and commitments in the normal course
of business.  The Company has sustained losses and negative cash
flows from operations in recent years and expects these
conditions to continue for the foreseeable future.  At
January 31, 2003, the Company had an accumulated deficit of
$16,154,795, and has insufficient funds to meet the requirements
of its revolving line of credit, and short-term borrowings from
affiliates. These matters raise substantial doubt about the
Company's ability to continue as a going concern.

In February 2003, the maturity date of the Company's revolving
line of credit with Associated Bank was extended to April 23,
2003. The Company also established a temporary line of credit
with PKM Properties, LLC, an affiliated entity, to fund working
capital requirements. The PKM Properties, LLC line of credit
matures on April 17, 2003. On December 11, 2002, the Company
also received a $60,000 unsecured advance from an executive
officer to fund working capital requirements.  The Company is
currently pursuing the refinancing of its revolving line of
credit and is seeking other financing to fund its operations and
working capital requirements.  However, the Company cannot
provide any assurance that such additional financing will be
available on terms acceptable to the Company or at all. The
Company will need to obtain additional capital prior to the
maturity date of its revolving line of credit, or otherwise
extend or restructure its debit, to continue operations.

The Company views its operations and manages its business as one
segment, the manufacturing and marketing of mechanical heart
valves known as the Omnicarbon Series 3000 and Series 4000.  Its
heart valves are used to treat heart valve failure caused by the
aging process, heart diseases, prosthetic heart valve failure
and congenital defects.  To date, the Company has distributed
the Omnicarbon 3000 and 4000 heart valves primarily in Europe,
South Asia, the Middle East and the Far East. In fiscal year
2002, it derived 65.0 percent of its net sales from Europe.  As
an innovator of heart valve technology, the Company has more
than 30 years of experience in developing, manufacturing and
marketing five generations of heart valves, and it has sold more
than 135,000 heart valves worldwide.

Net sales in the nine-month period ended January 31, 2003,
decreased to $2,111,206 from $2,207,475 in the same period one
year ago. The decrease in net sales in the nine-month period was
primarily attributable to lower Omnicarbon unit sales to
distributors in Europe and Far East in the first six months of
fiscal 2003, partially offset by increased unit sales in the
Middle East.

As of January 31, 2003, MedicalCV had an accumulated deficit of
$16,154,795. As stated, the Company has incurred losses in each
of the last six fiscal years. Since 1994, it has invested in
developing a bileaflet heart valve, a proprietary pyrolytic
carbon coating process and obtaining premarket approval from the
FDA to market its Omnicarbon 3000 heart valve in the U.S. Its
strategy has been to invest in technology to better position it
competitively once FDA premarket approval was obtained. The
Company expects net losses to continue through fiscal year 2004
because of anticipated spending necessary to market the
Omnicarbon 3000 heart valve in the U.S., and to establish and
maintain a strong marketing organization for domestic and
foreign markets.

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

MedicalCV expects its operating losses and negative operating
cash flow will continue for the remainder of fiscal year 2003
and fiscal year 2004 as it expands its manufacturing
capabilities, continues increasing its corporate staff to
support the U.S. roll-out of its Omnicarbon 3000 heart valve,
and add marketing programs domestically and internationally to
build awareness of and create demand for its Omnicarbon heart
valves.

MedicalCV's ability to continue as a going concern is dependent
on its ability to obtain debt and/or equity financing in the
fourth quarter of fiscal 2003.  The Company is currently
pursuing the refinancing of its revolving line of credit and is
seeking other financing to fund operations and working capital
requirements. It is also considering the sale and leaseback of
its real estate to retire its bank debt and increase working
capital. MedicalCV indicates that it cannot provide any
assurance that such additional financing will be available on
terms acceptable to it or at all.  The Company will need to
obtain additional capital prior to the maturity date of its
revolving line of credit or otherwise extend or restructure this
debt to continue operations.

In addition to the need to refinance its current $2,500,000 of
bank debt, which matures on April 23, 2003, and complete a sale
and leaseback of its real estate, the Company also anticipates
that it will need to raise between $2,000,000 and $4,000,000 of
additional equity or debt financing to fund operations and
working capital requirements in the next 2 to 6 months.  It also
anticipates the need to raise a minimum of $1,500,000 in new
debt or equity financing within 9 to 12 months. The Company
expects to face substantial difficulty in raising funds in the
current market environment and has no commitments at this time
to provide the required financing. If it refinances its bank
debt, engage in a sale and leaseback, and obtain $2,000,000 to
$4,000,000 of additional financing, the Company believes it wil
have sufficient capital resources to operate and fund the growth
of its business for the remainder of calendar year 2003.

However, the Company is quick to add that it cannot assure that
it will be able to raise sufficient capital on terms that it
considers acceptable, or at all.  The terms of any equity
financing are expected to be highly dilutive to its existing
security holders.  The delisting of its securities from the
NASDAQ SmallCap Market will negatively affect its ability to
raise capital.  If unable to obtain adequate financing on
acceptable terms, MedicalCV states it will be unable to continue
operations.


NATIONAL CENTURY: Keeps Plan Filing Exclusivity Until July 16
-------------------------------------------------------------
National Century Financial Enterprises, Inc., and its debtor-
affiliates obtained the Court's approval:

   (a) extending the period during which they have the exclusive
       right to file a plan to July 16, 2003; and

   (b) extending the period during which they have the exclusive
       right to solicit acceptances of that plan to September 16,
       2003. (National Century Bankruptcy News, Issue No.
       12; Bankruptcy Creditors' Service, Inc., 609/392-0900)


NEXTERA ENTERPRISES: Has Until May 12 to Meet Nasdaq Guidelines
---------------------------------------------------------------
Nextera Enterprises, Inc. (NASDAQ: NXRA), which consists of
Lexecon, one of the world's leading economics consulting firms,
has received notification from Nasdaq granting the Company an
additional 90 days, or until May 12, 2003, to regain compliance
with the $1.00 minimum bid price requirement.

Nextera is currently in compliance with all of the other Nasdaq
SmallCap Market listing requirements. Nextera had previously
received an extension until February 10, 2003 to comply with the
minimum bid price requirement.

Under Nasdaq SmallCap Market rules, Nextera must demonstrate
compliance by maintaining a closing bid of $1.00 or more for a
minimum of 10 consecutive trading days by May 12, 2003 or its
common stock will be delisted. The Company may appeal any
decision concerning its Nasdaq listing status to a Nasdaq
Listing Qualifications Panel.

Separately, Nasdaq has submitted to the Securities and Exchange
Commission (SEC) a proposal to incrementally extend the grace
period to meet the minimum bid price requirements for an
additional 270 days. This proposal is currently under review by
the SEC and there can be no assurances that such proposal will
be approved or, if approved, that it will not be modified by the
SEC in a manner that would shorten the proposed extension or
prevent Nextera from qualifying for any additional period of
time to comply with the minimum bid price requirement.

Nextera Enterprises Inc., through its wholly owned subsidiary,
Lexecon, provides a broad range of economic analysis, litigation
support, regulatory and business consulting services. One of the
nation's leading economics consulting firms, Lexecon assists its
corporate, law firm and government clients reach decisions and
defend positions with rigorous, objective and independent
examinations of complex business issues that often possess
regulatory implications. Lexecon has offices in Cambridge and
Chicago. More information can be found at http://www.nextera.com
and http://www.lexecon.com

                          *     *     *

                  Liquidity and Capital Resources

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

"[The Company's] consolidated working capital was $1.0 million
on September 30, 2002, compared to a working capital deficit of
$5.1 million on December 31, 2001. Included in working capital
were cash and cash equivalents of $1.5 million and $4.5 million
on September 30, 2002 and December 31, 2001, respectively.

"Net cash used in operating activities was $2.4 million for the
nine months ended September 30, 2002. The primary components of
net cash used in operating activities was a decrease of $7.9
million in accounts payable and accrued expenses, due primarily
to bonus payments and restructuring payments, and an increase of
$5.7 million in accounts receivable. These cash outflows were
primarily offset in part by net income of $5.6 million, an
increase in other long-term liabilities of $1.8 million and non-
cash items relating to depreciation and interest paid-in-kind of
$3.6 million.

"Net cash provided by investing activities was $12.0 million for
the nine months ended September 30, 2002, substantially
representing proceeds of $14.7 million received from the sale of
the human capital consulting business offset by restricted cash
of $2.1 million and the purchase of fixed assets of $0.6
million.

"Net cash used in financing activities was $12.5 million for the
nine months ended September 30, 2002. The primary components of
net cash used in financing activities were $10.6 million of
repayments under the Company's Senior Credit Facility and $2.5
million of payments of other debt and capital leases
obligations.

"Effective March 29, 2002, the Company entered into the Senior
Credit Facility with the Company's senior lenders. Under the
Senior Credit Facility, the Company agreed to permanently reduce
the borrowings outstanding under the facility by $6.5 million in
2002 and by $8.0 million in 2003. The Senior Credit Facility
matures on January 2, 2004. Borrowings under the facility will
bear interest at the lender's base rate plus 2.0%, with the
potential for the interest rate to be reduced 100 basis points
upon Nextera achieving certain financial and operational
milestones. In connection with the Senior Credit Facility, the
Company agreed to pay a $0.9 million fee to the senior lenders
over the next two years and issued the senior lenders additional
warrants to purchase 400,000 shares of the Company's Class A
Common Stock at an exercise price of $0.60 per share,
exercisable at the senior lenders' sole discretion at any time
prior to 18 months after payment in full of all of the Company's
obligations due under the Senior Credit Facility. The senior
lenders can elect in their sole discretion to require the
Company to redeem the warrants for a $0.2 million cash payment.
An affiliate of Knowledge Universe, an entity that indirectly
controls Nextera, has agreed to continue to guarantee $2.5
million of the Company's obligations under the Senior Credit
Facility. The Senior Credit Facility contains covenants related
to the maintenance of financial ratios, extending employment
agreements with certain key personnel (which begin to expire on
December 31, 2002) by January 1, 2003, operating restrictions,
restrictions on the payment of dividends, restrictions on cash,
and disposition of assets. The covenants were based on the
Company's operating plan for 2002 and 2003. The Company is
engaged in ongoing discussions with the senior lenders with
respect to its future liquidity requirements, debenture
subordination terms and related matters. As of September 30,
2002, the Company was in compliance with the covenants contained
in the Senior Credit Facility.

"There is no assurance that the Company will be able to meet all
future financial covenants or obtain extensions of the
employment agreements of certain key personnel by January 1,
2003. Failure to achieve either of the above will place the
Company in default of its bank covenants and could have a
material adverse effect on the financial position of the
Company. Moreover, if we are able to obtain extension of these
employment contracts, the cost associated with the extensions
could have a material adverse impact on the financial condition
of the Company.

"The terms of the Senior Credit Facility require the Company to
restrict a portion of its cash on a monthly basis based on
earned bonus amounts in order that a certain percentage of
projected earned bonus amounts is escrowed or paid by the end of
2002. The escrowed funds may only be used by the Company to pay
specified bonuses and the restrictions on cash reduce the
Company's liquidity. At September 30, 2002, Nextera had $2.1
million of cash subject to these escrow arrangements."


NORTHWEST AIRLINES: Cuts System-Wide Flight Schedules by 12%
------------------------------------------------------------
Northwest Airlines (Nasdaq: NWAC) will reduce its system-wide
flight schedule by approximately twelve percent, as measured on
an available seat mile basis.

The carrier is taking this action because of a drop in passenger
demand due to both the threat of and now the commencement of
hostilities with Iraq. As world events unfold, Northwest will
continue to monitor passenger demand to determine whether
additional actions are necessary.

Because of the reductions, Northwest estimates that
approximately 20 DC-9, A320, 757-200, DC10-30, and 747-200
aircraft will be removed from service. Schedule changes will
impact the airline's North American, Asia/Pacific and European
routes.

Northwest is proactively contacting customers impacted by the
schedule reduction.  Passengers may also check the status of
their reservations at the airline's Web site, http://www.nwa.com
by calling Northwest Airlines Reservations at 1-800-225-2525, or
through their travel agent. Schedule changes will be displayed
in all reservation systems by March 29.

"We apologize to our customers for any inconvenience this
schedule reduction might be causing them. However, we must take
this measure in response to the reduction in demand due to the
war with Iraq," Richard Anderson, chief executive officer said.

                         STAFF REDUCTIONS

The airline also announced that because the level of flying is
being reduced substantially and aircraft are being removed from
service, Northwest is forced to reduce its overall staffing
level by about 4,900 employees. All employee groups will be
affected.

The carrier will decrease its payroll through attrition,
voluntary leaves, leaving open positions unfilled and layoffs. A
relief package including pay, medical coverage and flight
privileges will be offered to employees who are furloughed due
to the latest staff reduction.

Furloughed employees eligible for relief pay are those whose
contractual rights do not allow them to take another job in the
Northwest Airlines system. The package provides between one and
four weeks of base pay, determined by years of service with the
company.  In addition, it includes medical coverage through
April 30, 2003.  Full travel privileges will remain in place
through December 31, 2003.

"Clearly, the last two years have been a difficult and painful
period for our employees.  Due to the weak demand for business
travel which emerged in March, 2001, the subsequent impact of
the terrorist attacks on the United States in September of that
year, and now, armed conflict with Iraq, we have been forced to
reduce our workforce by some 17,000 employee positions,"
Anderson added.

Northwest Airlines is the world's fourth largest airline with
hubs at Detroit, Minneapolis/St. Paul, Memphis, Tokyo and
Amsterdam, and approximately 1,500 daily departures. With its
travel partners, Northwest serves nearly 750 cities in almost
120 countries on six continents. In 2002, consumers from
throughout the world recognized Northwest's efforts to make
travel easier. A 2002 J.D. Power and Associates study ranked
airports at Detroit and Minneapolis/St. Paul, home to
Northwest's two largest hubs, tied for second place among large
domestic airports in overall customer satisfaction. Business
travelers who subscribe to OAG print and electronic flight
guides rated nwa.com as the best airline Web site. Readers of
TTG Asia and TTG China named Northwest "Best North American
airline."

Northwest Airlines' 10.150% bonds due 2005 (NWAC05USR2) are
trading at about 85 cents-on-the-dollar, says DebtTraders. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=NWAC05USR2
for real-time bond pricing.


NTELOS: Taps Navigant Consulting as Accountant and Administrator
----------------------------------------------------------------
NTELOS Inc., and its debtor-affiliates sought and obtained
approval from the U.S. Bankruptcy Court for the Eastern District
of Virginia to retain and employ Navigant Consulting, Inc., as
bankruptcy accountant and bankruptcy services administrator.

The services that the Debtors expect Navigant to provide are:

      (a) preparation of bankruptcy schedules, lists of
          creditors and mailing matrices for each of the debtor
          entities;

      (b) preparation of statements of financial affairs,
          including schedules of disbursements to creditors and
          insiders;

      (c) preparation of monthly operating reports;

      (d) development of a database of executory contracts and
          determination of cure amounts and rejection claim
          amounts;

      (e) identification of possible preferences and other
          avoidance actions;

      (f) preparation and dissemination of weekly flash reports
          for case constituents;

      (g) analysis of proofs of claim filed by creditors and
          comparison of the data to the Debtors' records, the
          executory contracts database and the bankruptcy
          schedules, and development of bases for any objections;

      (h) assistance with the preparation of thirteen-week cash
          flow projections and liquidation estimates;

      (i) establishment and staffing of a "vendor hotline" to
          resolve and respond to vendor, customer and shareholder
          inquiries and issues;

      (j) negotiation of trade terms and deposits with vendors,
          lessors, utility companies and other stakeholders;

      (k) provision of expert testimony; and

      (l) provision of accounting or administrative functions as
          may be required due to employee departures or strategic
          decisions.

Navigant has agreed to provide the Debtors with bankruptcy
accounting and bankruptcy administration services at a
discounted rate. Specifically, Navigant has agreed to discount
Guy A. Davis's hourly rate by $100. The professionals currently
expected to have primary responsibility for providing services
to the Debtors are:

       Guy A. Davis      Managing Director           $295
       Suzanne Roski     Director Restructuring      $280
       David Eddleman    Director Telecommunications $325

The hourly rates for Navigant professionals designated as
Managers based on their levels of experience range from $205 to
$245 per hour. Likewise, the hourly rates for Navigant
professionals designated as Consultants range from $100 to $195
per hour.

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


ONE MORTGAGE PARTNERS: S&P Assigns BB Rating to Class B-3 Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its ratings to One
Mortgage Partners, LLC Mortgage Pass-Through Certificates, MPF
Shared Funding Program Series 2003-1 Trust's $474.788 million
certificates.

The ratings are based on a level of credit enhancement that
meets Standard & Poor's requirements given the quality of the
loans, distribution of the mortgaged properties, and legal
structure designed to
minimize potential losses to certificateholders caused by the
insolvency of the issuer.

                         RATINGS ASSIGNED

   Class                      Rating                   Amount ($)
   A-1                        AAA                     458,941,000
   A-2                        AA                        7,995,000
   B-1                        A                         3,331,000
   B-2                        BBB                       2,332,000
   B-3                        BB                        1,142,000


OWENS CORNING: Reviewing World Headquarters Lease in Toledo, Oh.
----------------------------------------------------------------
Owens Corning is evaluating its lease obligations for its World
Headquarters facility in Toledo, Ohio. The company, which filed
for Chapter 11 protection in 2000 due to mounting asbestos
liability, moved into its present location in 1996.

"Owens Corning has been engaged in a company-wide review of its
real estate facilities and related obligations since filing for
Chapter 11 protection," said Jim Eckert, Owens Corning's
director of Real Estate and Facilities. "Because our World
Headquarters is our single largest lease obligation, it needs to
be included in that review."

The company's evaluation of its World Headquarters lease began
in response to the filing of a Proof of Claim by the Trustee
representing holders of certain bonds (Owens Corning, 9.90%
Secured Lease Bonds due May 15, 2015). The bonds, which were
issued by the Toledo-Lucas County Port Authority, were used to
finance the construction of the facility. Owens Corning's lease
payments are used to make payments due on these bonds as well as
certain other funding obligations.

As part of its evaluation process, the company has received
proposals for alternative spaces in the Toledo area. These
proposals reflect the number of space options that are available
to Owens Corning in the Toledo area, and indicate its current
lease obligations are above current market rates.

Owens Corning has been actively engaged in settlement
negotiations with the bondholders in an attempt to reduce its
payment obligations for the World Headquarters to a level that
is consistent with current real estate market conditions. While
those discussions continue, to date, no agreement has been
reached.

"Unless we are able to reach agreement encompassing 100 percent
of the outstanding bonds," Mr. Eckert said, "it is unlikely that
we will be able to attain the financial results necessary to
remain in our World Headquarters facility." The company has the
ability to either assume or reject the lease in connection with
its current Chapter 11 proceedings.

"Staying in our current facility is clearly our preference,"
said Mr. Eckert. "However, Owens Corning is reviewing its
options relative to alternative spaces in the Toledo area so
that the company can relocate quickly if it is unable to reach
agreement with the bondholders in the near term."

"Securing real estate lease obligations that are consistent with
current market conditions will enhance Owens Corning's ability
to remain a vital contributor to the Toledo community, as it has
been for more than 40 years," he added.

Owens Corning is a world leader in building materials systems
and composite systems. Founded in 1938, the company had sales of
$4.9 billion in 2002 and employs approximately 19,000 people
worldwide. Additional information is available on Owens
Corning's Web site at http://www.owenscorning.com

Owens Corning's 7.700% bonds due 2008 (OWC08USR1) are trading at
about 24 cents-on-the-dollar, DebtTraders reports. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=OWC08USR1for
real-time bond pricing.


PACIFICARE HEALTH: Texan Unit Settles Disputes with TDI and AG
--------------------------------------------------------------
PacifiCare Health Systems, Inc. (Nasdaq:PHSY), announced that
its subsidiary PacifiCare of Texas, without admitting any
wrongdoing, entered into a binding memorandum of understanding
this evening with the Texas Department of Insurance (TDI) and
the Texas Attorney General (AG) to settle pending litigation and
certain other administrative matters with the TDI and AG.
PacifiCare has agreed to enter into a definitive settlement
agreement within 30 days.

The MOU calls for PacifiCare to make payments to the AG of $1.25
million in attorney's fees, and payments to the State on behalf
of the TDI of $1.5 million in administrative services
reimbursement and a fine of $1.5 million. The State agreed to
stay its pending investigations relating to the lawsuit for up
to twelve months while the company completes the process of
resolving liabilities relating to insolvent or non performing
Texas medical groups and remains in compliance with the Texas
prompt payment laws. If all conditions to the settlement are not
met, then litigation could resume. PacifiCare also agreed to
stay its legal proceedings against the State. PacifiCare
believes it is adequately reserved to satisfy the terms and
conditions of the settlement, and expect it will have no impact
on 2003 earnings.

"We believe the MOU with the TDI and AG will allow us to
continue to focus our efforts on providing access to quality
health care for our Texas members," said Howard G. Phanstiel,
president and chief executive officer of PacifiCare Health
Systems. "Our recently earned 'Excellent' Accreditation by the
National Committee for Quality Assurance for our Texas
commercial HMO and POS plans demonstrated we are making
tremendous progress."

PacifiCare Health Systems serves more than 3 million health plan
members and approximately 9 million specialty plan members
nationwide, and has annual revenues of more than $11 billion.
PacifiCare is celebrating its 25th anniversary as one of the
nation's largest consumer health organizations, offering
individuals, employers and Medicare beneficiaries a variety of
consumer-driven health care and insurance products. Specialty
operations include behavioral health, dental and vision, life
insurance, and complete pharmacy and medical management through
its wholly owned subsidiary, Prescription Solutions. More
information on PacifiCare Health Systems is available at
http://www.pacificare.com

                         *      *      *

As reported in Troubled Company Reporter's December 4, 2002
edition, Standard & Poor's assigned its 'B' rating to PacifiCare
Health Systems Inc.'s $125 million 3% convertible subordinated
debentures, which are due in 2032 and are being issued under SEC
Rule 144A with registration rights.

Standard & Poor's also said that it revised its outlook on
PacifiCare to stable from negative.

"The rating is based on PacifiCare's good business position as a
regional managed care organization and improved earnings
performance," said Standard & Poor's credit analyst Phillip C.
Tsang. "Offsetting these strengths are PacifiCare's marginal
capitalization and high percentage of goodwill in its capital."
PacifiCare expects to use the net proceeds from the issue to
permanently repay indebtedness under its senior credit facility,
with the remainder for general corporate purposes.


PARK SOUTH SECURITIES: SDNY Court Commences SIPA Liquidation
------------------------------------------------------------
On February 10, 2003, (SIPA Liquidation S.D.N.Y. Case No.
03-8024), the Honorable Richard M. Berman of the U.S. District
Court for the Southern District of New York granted a protective
decree afforded by the Securities Investor Protection Act for
the customers of Park South Securities, LLC, on application by
the Securities Investor Protection Corporation.

Irving Pickard was appointed Trustee for the liquidation of the
business of the Debtor, while Gibbons, Del Deo, Dolan,
Griffinger & Vecchione, P.C. was appointed the Trustee's
Counsel.

Pursuant to the protective decree, the case was then removed to
the U.S. Bankruptcy Court where it has been assigned to Judge
Robert D. Drain.

Customers of the Debtor who wish to avail of the maximum
protection afforded under the SIPA are required to file their
claims with the Trustee within sixty days after March 7, 2003.
Claims filed after 60 days but before the expiration of six
months from March 7 are also entitled to certain protection
under the SIPA.

Claims by Broker-Dealers, either as customers or for the
completion of open contractual commitments, must be filed with
the Trustee within thirty days after March 7.

Claims should be addressed to:

             Irving H. Pickard, Esq.
             Trustee for the Liquidation of
             Park South Securities, LLC
             P.O. Box 806, Midtown Station
             New York, NY 10018

On February 5, 2003, the Securities and Exchange Commission
filed an emergency action charging securities fraud, including
looting of customer brokerage accounts, against broker and
television investment personality Todd M. Eberhard and his
brokerage and investment advisory firms, Park South Securities,
a registered broker-dealer and registered investment adviser,
and Eberhard Investment Associates, Inc., an investment adviser
that was not registered with the SEC. The complaint also names
Stone House Capital Partners LP, a Park South affiliated hedge
fund, as a relief defendant that received transfers of Park
South customer funds at Eberhard's direction.


PCD INC: Chap. 11 Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: PCD INC.
         2 Technology Drive
         Peabody, Massachusetts 01960

Bankruptcy Case No.: 03-12310

Type of Business: The Debtor designs, manufactures and markets
                   electronic connectors for use in
                   semiconductor burn-in testing interconnect
                   applications, industrial equipment, and
                   avionics

Chapter 11 Petition Date: March 21, 2003

Court: District of Massachusetts (Boston)

Judge: Carol J. Kenner

Debtor's Counsel: Pro Se

Total Assets: $7,380,250

Total Debts: $43,722,812

Debtor's 20 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Tri-Star Electronics        Trade                     $143,619

Great West Life & Annuity   Trade                     $107,638

Leipold Inc.                Trade                      $55,479

Lehigh Armstrong            Trade                      $48,346

State of Pennsylvania       Government                 $40,752

Panair International        Trade                      $68,538

State of Ohio               Government                 $34,450

American Electro Products   Trade                      $32,221

Pass & Seymour/Legrand      Trade                      $31,561

State of Texas              Government                 $27,951

Polymerland                 Trade                      $25,582

A J Oster Company           Trade                      $24,143

RD Associates               Trade                      $22,390

Corporate Tax Consulting    Trade                      $20,822

Centennial Park Associates  Trade                      $20,792

Arrow Electronics           Trade                      $20,746

Triple Machine              Trade                      $20,007

International Assemblies    Trade                      $19,374

Purecoat North LLC          Trade                      $19,207

LTD Technologies            Trade                      $16,779


PEABODY ENERGY: Closes Sr. Secured Credit Facility Refinancing
--------------------------------------------------------------
Peabody Energy has completed the refinancing of a new senior
secured credit facility and closed on its offering of senior
unsecured notes that had priced the other week.

"We are pleased with the strong demand for Peabody's debt
offering and our ability to receive an attractive coupon.  Our
new credit facility will enhance our financial flexibility,
simplify our capital structure and provide access to currently
low interest rates.  Peabody's weighted average interest cost
will decline approximately 200 basis points as a result of the
refinancing," said Executive Vice President and Chief Financial
Officer Richard A. Navarre.

The refinancing includes:

     -- $650 million of 6-7/8% senior notes due 2013.

     -- A $450 million seven-year term loan.

     -- A $600 million revolving credit facility that will be
        initially undrawn, excluding letters of credit.

A portion of the proceeds from the new senior secured credit
facility and the senior notes offering will fund the repurchase
of Peabody's existing 8-7/8% senior notes and 9-5/8% senior
subordinated notes.  The remainder of the proceeds will be used
to refinance other bank and institutional borrowings and for
general corporate purposes.  The company expects to incur
charges in the first and second quarters on the early
extinguishment of the higher yield debt of approximately $51
million (including $18 million of accelerated non-cash
amortization).  Pre-tax benefits from the refinancing will be in
the range of $14 million to $18 million annually.

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

                          *    *    *

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

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


PSC INC: Obtains Open-Ended Lease Decision Period Extension
-----------------------------------------------------------
By order of the U.S. Bankruptcy Court for the Southern District
of New York, PSC, Inc., and its debtor-affiliates obtained an
extension of their lease decision period.  The Court gave the
Debtors until the date of confirmation of the Chapter 11 Plan to
decide whether to assume, assume and assign, or reject their
unexpired nonresidential real property leases.

PSC, manufacturer of bar code scanning equipment and portable
data terminals for retail market and supply chain market, filed
for chapter 11 protection on November 22, 2002 (Bankr. S.D.N.Y.
Case No. 02-15876).   James M. Peck, Esq., at Schulte Roth &
Zabel LLP represents the Debtors in their restructuring efforts.
When the Company filed for protection from its creditors, it
listed $130,051,000 in total assets and $159,722,000 in total
debts.  The Debtors' Chapter 11 Plan and the accompanying
Disclosure Statement are due on March 22, 2003.


RELIANCE GROUP: Plan Filing Exclusivity Extended to July 2, 2003
----------------------------------------------------------------
High River Limited Partnership is one of the largest -- if not
the largest -- creditors in Reliance Group's chapter 11 cases.
Carl C. Icahn-controlled High River owns approximately 38% of
the bank debt and 28% of the bond debt.

High River objects to further extension of the Debtors'
exclusive periods and wants the Plan proposal process opened-up
to other parties-in-interest.

Leslie H. Scharf, Esq., at Brown, Rudnick, Berlack & Israels, in
New York City, laments that more time's passed and the Debtors
are once again back before the Bankruptcy Court seeking yet
another extension of their exclusivity periods.  In High River's
view, the Debtors have again failed to present any evidence that
cognizable progress has been made toward formulation and
confirmation of a plan of reorganization sufficient to justify
an extension.  Since the last extension of exclusivity -- the
fifth request since these cases were commenced in June 2001 - no
material efforts have made by the Debtors to advance the process
toward completion.  These cases remain stalled and substantial
fees and administrative costs continue to be incurred, while the
Committees, and not the Debtors, discuss a resolution of the
Debtors' disputes with the Pennsylvania Insurance Liquidator.

With these cases languishing, High River charges, it is evident
that the Debtors cannot effectively administer their estates.
Therefore, the real parties in interest in these cases (i.e.,
the creditors like High River) should be given the opportunity
to present and prosecute a confirmable plan of reorganization
that may lead to an expeditious and equitable conclusion of
these cases.  As such, a further extension of exclusivity should
be denied.

Mr. Scharf worries that extending the Debtors' exclusivity will
leave in place a pernicious imbalance.  The Debtors' motion
papers candidly concede that they have "been informed that the
Committees and the Pennsylvania Insurance Department for some
months have been engaged in substantive negotiations."  Since a
stand-still agreement was entered into between the Debtors and
the Liquidators back in March 2002 (almost a year ago), the
Debtors have been, and remain, virtually absent from the plan
process and have abdicated this responsibility to the
Committees.

The Debtors have already received five prior extensions of
exclusivity, yet they continue to be absent from the plan
process and are relying upon the Committees to formulate a plan.
The time beneficiaries of this latest extension request will be
the Committees, not the Debtors.  The Bankruptcy Code does not
allow a debtor-in- possession to maintain exclusivity for the
benefit of creditors or even an official committee.

Another three months has elapsed and the Debtors are no closer
to being in a position to file a plan.  The Debtors continue to
wait for a response from the Committees on whether a resolution
will be reached with the Liquidator, or whether litigation will
resume.  As a result it appears from the Debtors' motion papers
that they are not seeking to extend exclusivity for their own
benefit, but rather for the benefit of the Committees.
Accordingly, the Debtors' request for a further extension of
exclusivity should be denied.

                           *   *   *

High River's objection is again overruled.  Judge Gonzalez
agrees with the Debtors and extends the exclusive periods.  The
Debtors' exclusive right to file a Chapter 11 plan is extended
to and including July 2, 2003, and the period during which only
the Debtors may solicit acceptances of that plan is extended to
and including September 3, 2003 -- without prejudice to a
seventh request for an extension. (Reliance Bankruptcy News,
Issue No. 35; Bankruptcy Creditors' Service, Inc., 609/392-0900)


RELIANT RESOURCES: Will Restate 2000, 2001 and 2002 Earnings
------------------------------------------------------------
Reliant Resources, Inc., (NYSE: RRI) will restate its earnings
for 2000 and 2001 and revise its previously announced earnings
for 2002 to reflect several non-cash accounting adjustments.
Cumulatively, these adjustments will increase after-tax results
of operations for the years 2000 through 2002 by $17 million.

The company's net income, as restated, for 2000 will be $223
million, an increase of $13 million, or six percent, compared to
its previously reported net income.  The company's net income,
as restated, for 2001 will be $563 million, or $2.03 per share,
an increase of $6 million, or one percent, compared to its
previously reported net income.  For 2002, the company will
report a loss before cumulative effect of accounting change, as
revised, of $263 million, or $0.91 per share, reflecting a $2
million increase in the net loss for restatement and other
accounting adjustments.  As previously announced, the company
recognized a $482 million charge in the fourth quarter of 2002
relating to the impairment of goodwill in connection with its
decision to sell its European business.

The restatement of Reliant Resources' earnings is related to a
miscalculation of hedge ineffectiveness in 2001 and 2002 under
the provisions of SFAS No. 133, which was adopted on January 1,
2001, as well as the elimination of four previously disclosed
natural gas swap transactions, affecting the fourth quarter of
2000 and the first quarter of 2001, that should not have been
recorded.  In addition, the revisions to 2002 included fourth-
quarter adjustments identified in the normal course of preparing
the company's consolidated financial statements.

The company believes the annual effects of the restatements and
accounting adjustments on the after-tax results of operations
are relatively modest, while the impacts in certain individual
quarters were more significant.

As part of the restatement process, Reliant Resources is
preparing amended periodic reports to be filed with the
Securities and Exchange Commission as soon as practical.

For more detailed information on the restatements and accounting
adjustments, please see the company's current report on Form 8-K
to be filed with the SEC.  The Form 8-K will be accessible
through the investor relations section of the Reliant Resources
Web site at http://www.reliantresources.com

Reliant Resources, based in Houston, Texas, provides electricity
and energy services to retail and wholesale customers in the
U.S. and Europe, marketing those services under the Reliant
Energy brand name.  The company provides a complete suite of
energy products and services to approximately 1.7 million
electricity customers in Texas ranging from residences and small
businesses to large commercial, industrial and institutional
customers.  Its wholesale business includes approximately 22,000
megawatts of power generation capacity in operation, under
construction or under contract in the U.S.  The company also has
nearly 3,500 megawatts of power generation in operation in
Western Europe.

As reported in Troubled Company Reporter's February 24, 2003
edition, Standard & Poor's Ratings Services lowered its
corporate credit ratings on electricity provider Reliant
Resources Inc. and three of RRI's subsidiaries, Reliant Energy
Mid-Atlantic Power Holdings LLC, Orion Power Holdings Inc., and
Reliant Energy Capital (Europe) Inc., to 'B-' from 'B+', pending
the refinancing of various credit facilities amounting to $5.9
billion. The ratings on each of these companies remain on
CreditWatch with developing implications.

In addition, Orion Power's senior unsecured rating was lowered
to 'CCC' from 'B-'.

The ratings of Reliant Energy Power Generation Benelux B.V.
remain on CreditWatch with developing implications. While REPGB
does not benefit from legal ring-fencing, the perceived economic
disincentives for either RRI or its creditors to file this
subsidiary into bankruptcy along with jurisdictional and
geographic differences between RRI and REPGB allow Standard &
Poor's to maintain a differential in the ratings at this time.

Houston, Texas based RRI's outstanding debt totaled $7.5
billion, including off balance sheet debt equivalents of $1.8
billion, as of September 30, 2002.

The rating action reflects the time frame that RRI has to reach
an agreement with its lenders. Standard & Poor's believes that
the possibility of a default and a bankruptcy filing within the
next 12 months, and particularly within 60 days, is not
consistent with a default rating of 'B+'.


SAGENT TECHNOLOGY: Defaults on CDC Software $7MM Secured Loans
--------------------------------------------------------------
Sagent Technology (Nasdaq:SGNT) has received notice from CDC
Software Corporation, a wholly owned subsidiary of chinadotcom
corporation (Nasdaq:CHINA), declaring that an event of default
has occurred under the secured loans totaling $7 million made by
CDC to Sagent in the fourth quarter of 2002. CDC has declared
the entire principal amount under the loans to be immediately
due and payable, and has asserted control over the Company's
bank deposit accounts. On March 20, 2003, CDC caused
approximately $4 million that was in Sagent's deposit accounts
to be transferred to a bank account in Hong Kong.

Sagent does not believe that an event of default exists under
the loans. Sagent is current in payments of interest under the
loans, and no principal payments are due under the loans prior
to October 24, 2004. Sagent is contesting CDC's actions and will
pursue all available remedies. In addition, Sagent is evaluating
several strategic alternatives, including refinancing its
existing debt or selling all or a portion of its assets or
business to a third party.

Sagent's patented technology fundamentally changes the way that
data warehouses are built and accessed. Sagent's unique data
flow server enables business users to easily extend the
structure of a data warehouse with new analytics that support
immediate business needs. This technology is at the core of
Sagent's ETL, EII and business intelligence solutions, as well
as multiple partner solutions that address the needs of specific
vertical and functional application areas. Sagent has more than
1,500 customers worldwide, including: AT&T, Boeing Employees
Credit Union, BP Amoco, Carrefour, Citibank, Diageo, Heineken,
Kawasaki, Kemper National Insurance, La Poste, NTT-DoCoMo,
Siemens, and Singapore Telecom. Key partners include Advent
Software, Cap Gemini Ernst & Young, HAHT Commerce, Hyperion,
Microsoft, Satyam, Sun Microsystems, and Unisys. Sagent is
headquartered in Mountain View, California. For more information
about Sagent, please visit http://www.sagent.com


SOLECTRON: Planned Restructuring Spurs S&P to Cut Ratings to BB-
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
and senior unsecured debt ratings on Solectron Corp., to 'BB-'
from 'BB'. The subordinated debt rating was lowered to 'B' from
'B+'.

At the same time, Standard & Poor's assigned its 'BB' bank loan
rating to the company's new $450 million senior secured
revolving credit facilities. The outlook is negative.
Solectron's debt totals $4 billion.

"The downgrade reflects a weaker-than-expected sales forecast
for the May 2003 quarter, and follows the company's announcement
that it plans to undertake additional restructuring of its
operations," stated Standard & Poor's credit analyst Emile
Courtney.

Ratings on Solectron are based on weak operating performance,
disproportionate exposure to depressed communications equipment
end-markets, and a leveraged financial profile. These concerns
are only partially offset by Milpitas, Calif.-based Solectron's
top-tier position in the electronic manufacturing services
industry, well-established customer relationships with leading
original equipment manufacturers, and favorable long-term growth
trends toward outsourcing and its cash position.

Sales are expected to decline in the February 2003 quarter to
$2.8 billion from $3 billion one year earlier. Standard & Poor's
believes the communications equipment end-market, which accounts
for about one-half of sales, is likely to remain depressed over
the near-to-intermediate term. Following Solectron's lowered
revenue guidance for the May 2003 quarter, prior restructuring
activities will not improve operating performance as previously
expected.

Additional restructuring activities are focused on high-cost
manufacturing locations in North America and Europe, and include
a 20% reduction in manufacturing facilities, and a 16% reduction
in headcount. While capacity expansion from past acquisitions
has been reduced through restructurings, low capacity
utilization continues to be exacerbated by weak revenues and
industry conditions.

Operating margins before depreciation and amortization, at
slightly above 3% in the February 2003 quarter, were less than
one-half of levels seen in past years. Credit measures remain
very weak for the rating, as net debt-to-EBITDA for the 12
months ending February 2003 exceeded 7x. Ample cash balances and
good cash flow generation are expected to provide a cushion for
the company as it restructures operations to reduce its
currently high cost structure.

Liquidity is adequate, as the cash and short-term investments
balance is $2.1 billion at February 2003. Standard & Poor's
expects liquidity to be aided by positive cash flow generation
in fiscal 2003, although at lowered levels than in fiscal 2002.

Failure to improve operating performance and credit measures,
which are weak for the current rating, over the intermediate
term could result in lower ratings.


SONICBLUE INC: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Sonicblue Inc.
         dba S3 Inc.
         2841 Mission College Blvd.
         Santa Clara, California 95054

Bankruptcy Case No.: 03-51775

Debtor affiliates filing separate chapter 11 petitions:

       Entity                                     Case No.
       ------                                     --------
       Diamond Multimedia Systems, Inc.           03-51776
       REPLAYTV, Inc.                             03-51777
       Sensory Science Corp.                      03-51778

Type of Business: SONICblue is a leader in the converging
                   Internet, digital media, entertainment and
                   consumer electronics markets.

Chapter 11 Petition Date: March 21, 2003

Court: Northern District of California (San Jose)

Judge: Marilyn Morgan

Debtors' Counsel: Craig A. Barbarosh, Esq.
                   Law Offices of Pillsbury Winthrop
                   650 Town Center Dr. 7th Fl.
                   Costa Mesa, CA 92626-7122
                   Tel: 714-436-6800

Total Assets: $342,871,000 (as of Sept. 30, 2002)

Total Debts: $335,473,000 (as of Sept. 30, 2002)


SONICBLUE: D&M Wants to Acquire ReplayTV and Rio Business Units
---------------------------------------------------------------
D&M Holdings, Inc. (TSE II: 6735), parent company of Denon, Ltd.
and Marantz Japan, Inc., is currently in discussions with
SONICblue Incorporated, a U.S. company, to acquire the assets
comprising SONICblue's digital video recorder and mp3 business
units. D&M Holdings has made a non-binding acquisition proposal
to acquire these assets for $40 million, less up to $5 million
of certain assumed liabilities to be determined by D&M and
subject to further adjustments. SONICblue expects to sell its
existing businesses in one or more auctions conducted pursuant
to the bankruptcy proceeding it is filing in the United States,
and intends to seek bankruptcy court approval of the sale of
these assets to D&M Holdings. D&M Holdings and SONICblue have
not entered into an acquisition agreement, and there can be no
assurance that a transaction will occur.

D&M Holdings, Inc., (TSE II: 6735) is based in Tokyo and is the
parent company of wholly owned subsidiaries Denon, Ltd., and
Marantz Japan, Inc. Denon and Marantz are 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 components. Additional information
is available at http://www.dm-holdings.com


SPIEGEL GROUP: Wants to Honor Prepetition Customs Obligations
-------------------------------------------------------------
The Spiegel Group and its debtor-affiliates purchase most of the
goods they sell from overseas and then import the goods into the
United States and Canada. When the imported goods arrive in the
United States and Canada, one of the Debtors' customs brokers
files an "entry" on the Debtors' behalf.  In the United States,
James L. Garrity, Jr., Esq., at Shearman & Sterling, in New
York, explains, the Debtors are required to pay an estimated
duty or Entry Payment to the United States Customs Service
within a certain period from the time that the U.S. Customs
Service releases the goods to the Debtors.  This payment period
ranges from 10 to 14 days, depending on the Debtors' arrangement
with the U.S. Customs Service.  In 2002, the Debtors paid
$80,000,000 in customs duties.

According to Mr. Garrity, the Debtors generally make customs
duty payments to the U.S. Customs Service directly.  In some
cases, however, the customs broker invoices the Debtors for
customs duties owed and the Debtors pay the customs broker
within 14 days of the invoice.  In cases where they directly pay
the Entry Payment, the Debtors deposit funds into an Automated
Clearing House account after the Debtors or their agents receive
a notice requiring payment from the U.S. Customs Service.  The
U.S. Customs Service generally withdraws the customs duty
payments from the ACH account within two business days after the
Debtors receive the payment notice.

In view of the Chapter 11 filing, the Debtors and their customs
brokers, as the Debtors' agents, intend to continue making the
Entry Payments to the U.S. Customs Service even if the Debtors
incurred the liability for the relevant entries prepetition.  If
the Entry Payment is not timely made after the "entry" is filed,
Mr. Garrity tells the Court that the U.S. Customs Service may
demand liquidated damages of up to two times the duties, taxes
and charges estimated to be due, or $1,000, whichever is
greater. The payment of liquidated damages is secured by the
Debtors' customs bond.  Mr. Garrity also notes that repetitive
violations can lead to sanctions against the Debtors.

After the Entry Payment is made and the goods and materials are
delivered to the Debtors, the U.S. Customs Service reviews the
documents submitted by the Debtors and determines whether the
amount of the Entry Payment was correct.  If the U.S. Customs
Service determines that further duty amounts are owed, an
additional amount is assessed and a bill "at liquidation" - that
is, the final computation of the duties accruing on an entry --
is issued.

Mr. Garrity indicates that the Debtors, under applicable U.S.
customs regulations, are required to pay the liquidated amounts.
If a Liquidation Payment is not made promptly, the U.S. Customs
Service will assess further interest charges.  The continued
non-payment will also result in collection from the surety on
the Debtors' customs bond and could lead to the Debtors' being
required to pay all U.S. Customs Duties on a "cash before
receipt," rather than "entry" basis.  If the Debtors were
required to pay on "cash before receipt" basis, not only would
the Debtors' receipt of the Imported Goods be delayed, but the
Debtors would also be required to pay increased storage fees
charged by bonded warehouses or freight stations.

In Canada, the process of receiving and releasing imported goods
to the Debtors is similar to the process for the United States.
The Debtors' Canadian customs broker invoices the Debtors
monthly for customs duties owed, and the Debtors must pay the
Canada Customs and Revenue Agency by check within one day after
receipt of the invoice.  Any non-payment or late payment of the
Canadian Customs Duties would result in a customs interest
penalty, which could require the Debtor to pay Canadian Customs
Duties on a "cash before receipt" basis and possibly pay
increased storage fees.

By this motion, the Debtors seek the Court's permission to pay
Customs Duties to ensure continuous manufacturing operations and
to avoid paying significant amounts for the storage of goods in
bonded facilities or freight stations.  Failing to pay the
Customs Duties would result in disruption of the Debtors'
businesses.  The Debtors estimate that the amount of any Customs
Duties owed, but unpaid, on the Petition Date will not exceed
$1,848,000 in the aggregate.

Mr. Garrity reports that a substantial portion, if not all, of
the Customs Duties that the Debtors intend to pay would be
entitled to priority pursuant to Section 507(a)(8)(F) of the
Bankruptcy Code.

Section 507(a)(8)(F), in pertinent part, affords eighth priority
in payment to the allowed unsecured claims of governmental units
for the customs duty arising out of the importation of
merchandise:

     -- entered for consumption within one year before the
        Petition Date;

     -- covered by an entry liquidated or re-liquidated within
        one year before the Petition Date; or

     -- entered for consumption within four years before the
        Petition Date but unliquidated on that date, if:

        (a) the Secretary of the Treasury certifies that the
            failure to liquidate the entry was due to an
            investigation pending on that date into assessment of
            anti-dumping or countervailing duties or fraud; or

        (b) the information needed for the proper appraisement or
            classification of the merchandise was not available
            to the appropriate customs officer before that date.
            (Spiegel Bankruptcy News, Issue No. 2; Bankruptcy
            Creditors' Service, Inc., 609/392-0900)


SUPERIOR TELECOM: Turns to Rothschild Inc. for Financial Advice
---------------------------------------------------------------
Superior TeleCom Inc., and its debtor-affiliates ask for
approval from the U.S. Bankruptcy Court for the District of
Delaware to retain Rothschild Inc., as their Financial Advisor
and Investment Banker to render necessary financial consulting
and other relates services.

The Debtors believe that is in the best interests of their
estates to retain and employ Rothschild to provide financial
advisory services in these Chapter 11 cases.  In its role as
financial advisor and investment banker, Rothschild will work
closely with the Debtors and their counsel by:

      a) reviewing and analyzing the Debtors' assets and the
         operating and financial strategies of the Debtors;

      b) reviewing and analyzing the business plans and financial
         projections prepared by the Debtors including, but not
         limited to, testing assumptions and comparing those
         assumptions to historical debtors and industry trends;

      c) advising the Debtors with respect to alternatives for
         refinancing their securitization facility;

      d) identifying and initiating potential Restructurings;

      e) evaluating the Debtors' debt capacity in light of their
         projected cash flows and assist in the determination of
         an appropriate capital structure for the Debtors;

      f) assisting the Debtors and their other professionals in
         reviewing the terms of any proposed Restructuring, in
         responding thereto and, if directed, in evaluating
         alternative proposals for a Restructuring, whether in
         connection with a Plan or otherwise;

      g) determining a range of values for the Debtors and any
         securities that the Debtors offer or propose to offer
         in connection with a Restructuring;

      h) advising the Debtors on the risks and benefits of
         considering a Restructuring with respect to the Debtors'
         intermediate and long-tern business prospects and
         strategic alternatives to maximize the business
         enterprise value of the Debtors, whether pursuant to a
         Plan or otherwise;

      i) reviewing and analyzing any proposals the Debtors
         receive from third parties in connection with a
         Restructuring, including, without limitation, any
         proposals for debtor-in-possession financing, as
         appropriate;

      j) assisting or participating in negotiations with the
         parties in interest, including, without limitation, any
         current or prospective creditors of, holders of equity
         in, or claimants against the Debtors and their
         respective representatives in connection with a
         Restructuring;

      k) advising and attending meetings of the Debtors' Board of
         Directors, creditor groups, official constituencies and
         other interested parties, as reasonably requested by the
         Debtors;

      l) rendering to the Board of Directors or the holders of
         common stock of the Debtors, as the case may be, an
         opinion as to the fairness from a financial point of
         view to the Debtors or the holders of common stock of
         the Debtors, as the case may be, of the consideration to
         be received pursuant to any transaction that constitutes
         a Restructuring pursuant to a Work Out;

      m) participating in hearings before the Bankruptcy Court
         and provide relevant testimony with respect to the
         matters described herein and issues arising in
         connection with any proposed Plan; and

      n) rendering such other financial advisory and investment
         banking services as may be agreed upon by Rothschild and
         the Debtors.

In consideration for its services, Rothschild intends to charge
the Debtors:

      a. a cash advisory fee of $300,000 for the first month, and
         $200,000 per month thereafter;

      b. a Restructuring Fee of $6,750,000;

      c. upon the delivery of any Opinion, Rothschild will be
         paid customary fees to be mutually agreed upon in
         writing;

Additionally, if the Debtors adopt a plan for a Restructuring,
Rothschild will credit against the Restructuring Fee:

     (a) 50% of the Monthly Fees in excess of $600,000 and

     (b) 100% of the Opinion Fee; provided that the sum of such
         credits shall not exceed the Restructuring Fee.

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.


SYMPHONIX: Inks Definitive Pact to Sell Certain Assets to MED-EL
----------------------------------------------------------------
Symphonix(R) Devices Inc. (Nasdaq: SMPX) -- developers of the
world's first FDA-approved middle-ear implant for moderate to
severe sensorineural hearing loss -- has entered into a
definitive agreement with MED-EL, GmbH, a leading company in the
field of cochlear implants with headquarters in Innsbruck,
Austria, under which MED-EL has agreed to purchase certain
assets and assume certain liabilities of Symphonix.

Under the terms of the definitive asset purchase agreement,
MED-EL will pay $2.5 million to Symphonix in exchange for
ownership of certain Symphonix assets including inventory,
property & equipment and intellectual property and the
assumption of all patient-related liabilities, including the
warranty of all Vibrant Soundbridges currently in use. Geoff
Ball, inventor of the Vibrant(R) Soundbridge(R), co-founder of
Symphonix, and current Symphonix Chief Technology Officer, will
become MED-EL's new middle-ear implant Chief Technology Officer
based out of the Innsbruck, Austria worldwide headquarters.
Deborah Arthur, Head of Clinical & Regulatory Affairs for
Symphonix will take on the same role for MED-EL US at their
Durham, North Carolina office.

The transaction is subject to the approval of Symphonix'
shareholders, as well as other customary conditions. Symphonix
expects the transaction to close in the second quarter of 2003.

The Vibrant Soundbridge product represents an innovative
approach to hearing improvement -- the first implantable middle
ear hearing device. Unlike conventional acoustic hearing aids,
which increase the volume of sound that goes to the eardrum, the
Vibrant Soundbridge bypasses the ear canal and eardrum by
directly vibrating the small bones in the middle ear. Because of
its design, no portion of the device is placed in the ear canal
itself. The Vibrant Soundbridge has been approved by the FDA as
a safe and effective treatment option for adults with moderate
to severe sensorineural hearing loss who desire an alternative
to acoustic hearing aids.

Symphonix Devices Inc., a hearing technology company in the
process of dissolution, had developed products to improve
communication ability and quality of life for the millions of
hearing-impaired people who were limited by current hearing
solutions. Symphonix' Vibrant Soundbridge is a surgical implant
designed to work with the natural structures of the middle-ear
to enhance hearing and communication ability for people with
hearing impairment. The device can be implanted during a short,
outpatient medical procedure. More information about Symphonix
Devices, Inc., and their dissolution can be found at
http://www.symphonix.com

Over 25 years ago researchers who later founded MED-EL developed
one of the world's first cochlear implants. Today, MED-EL is
growing faster than any other cochlear implant company and is
the global leader in innovative technology in the field. MED-EL
products are the result of collaborative efforts by MED-EL
engineers, surgeons, audiologists, therapists, and of course,
implant users.

MED-EL has their worldwide headquarters in Innsbruck, Austria, a
North American headquarters in Durham, North Carolina and 13
other subsidiaries worldwide. MED-EL has implanted their devices
in over 400 clinics, in 70 countries worldwide.

                            *    *    *

                Liquidity and Capital Resources

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

"Since inception, the Company has primarily funded its
operations and its capital investments from proceeds from its
initial public offering completed in February 1998 totaling
$28.4 million, from the private sale of equity securities
totaling approximately $62.5 million, from an equipment lease
financing totaling $1.3 million and from bank borrowings
totaling $2.0 million. At September 30, 2002, the Company had
$3.0 million in working capital, and its primary source of
liquidity was $3.9 million in cash and cash equivalents.
Additionally, the Company had $0.7 million of short-term and
long-term restricted cash held in certificates of deposit as
collateral for a bank loan and letters of credit.

"Symphonix used $7.1 million in cash for operations in the nine
months ended September 30, 2002 compared to $13.9 million in the
nine months ended September 30, 2001 primarily in funding its
operating losses. This reduction is due to expense reductions
implemented by Symphonix in late 2001 and continued in 2002.

"Capital expenditures, primarily related to the Company's
research and development and manufacturing activities, were
$17,000 and $708,000 in the nine months ended September 30, 2002
and 2001, respectively. The reduction in capital expenditures is
due to the completion of key milestones in research and
development during 2001 and 2002. At September 30, 2002, the
Company did not have any material commitments for capital
expenditures.

"The Company has a loan agreement with a bank that provided for
borrowings of up to $2.0 million and for the issuance of letters
of credit up to $250,000. At September 30, 2002, the Company had
borrowings outstanding of $625,000, outstanding letters of
credit in the amount of $59,000 and no amounts available for
future borrowings under the loan agreement. Borrowings under the
loan agreement are repayable over four years commencing in
January 2000.

"In connection with the proposed liquidation, we expect to
liquidate our remaining assets, including property, equipment
and intellectual property. We also expect to incur and pay
liquidation expenses, in addition to payments of ongoing
operating expenses and settlement of existing and potential
obligations. Liquidation expenses may include, among others,
employee severance and related costs, customer warranty
obligations and legal and accounting fees. While we cannot
currently make a precise estimate of these expenses, we believe
that most if not all of our current cash and cash equivalents,
together with proceeds from future sales of the remaining assets
may be required to pay for the above expenditures."


TEAM AMERICA: Reaches Pact to Restructure Bank Debt & Preferreds
----------------------------------------------------------------
TEAM America, Inc. (Nasdaq: TMOSE), a leading business process
outsourcing company specializing in Human Resources, announced
results for the 4th quarter and year ended December 28, 2002.
Unaudited statements show revenue for the 4th quarter was
$14,826,000 compared to $14,074,000 for the same period in 2001,
net income was $439,000 compared to a loss of $3,005,000 in 2001
and net income attributable to common shareholders for the
quarter was $122,000, compared to a net loss of $3,293,000 for
the same period in 2001. Revenue for fiscal year ended
December 28, 2002 was $58,939,000 compared to $57,036,000 for
fiscal year ended December 29, 2001.

These numbers reflect the Company's new net revenue recognition
policy previously announced under which the salaries, wages,
certain payroll taxes and other costs of worksite employees are
no longer recognized as revenue to the Company. Commenting on
the results, Chairman and CEO, S. Cash Nickerson said, "This is
our fifth quarter of sequential improvement in earnings and
EBITDA. We believe we've turned the corner in a very difficult
economic environment thanks to the focused efforts and hard work
of our employees."

TEAM America also announced that it has reached an agreement to
restructure its loan agreement with its senior lenders,
extending the maturity date of the loans and waiving all prior
defaults.

In addition, on March 20, 2003 the Board of Directors approved
an agreement in principle to restructure the Preferred Shares of
the Company. Under the agreement in principle, the Preferred
holders will exchange approximately $13.5 million liquidation
preference for $2.5 million of new non-convertible preferred
shares, 4.8 million common shares and approximately 2.5 million
warrants.

"We are pleased that our financial constituents are willing to
restructure their individual interests in a manner that is
beneficial to all constituents," said Nickerson.

The Company also announced the appointment of Andy Johnson as
Chief Financial Officer and as a member of the Board of
Directors the Company.  Mr. Johnson brings to TEAM America an
extensive 16-year career in management, finance and accounting
most recently in his capacities as Chief Financial Officer for
Purchasing First, Inc. and Director, Middle Market Advisory
Services for PricewaterhouseCoopers, L.L.P. Since January 2002,
Mr. Johnson has served as the Chief Accounting Officer of the
Company.

"We are pleased to have someone of Andy's caliber in the
critical position of Chief Financial Officer," said Nickerson.
"His experience and expertise have become a cornerstone of the
executive management team of TEAM America."

With the expected filing of the Company's 2002 Form 10-K by
March 28, 2003, TEAM America expects to be in full compliance
with the NASDAQ listing requirements and will petition NASDAQ
for the removal of the "E" from the Company's trading symbol.

TEAM America, Inc., (Nasdaq: TMOSE) is a leading Business
Process Outsourcing Company specializing in Human Resources.
TEAM America is a pioneer in the Professional Employer
Organization (PEO) industry and was founded in 1986.
Headquartered in Columbus, Ohio, the Company is one of the ten
largest PEOs in the country serving more than 1,500 small
businesses in all 50 states. For more information regarding the
Company, visit http://www.teamamerica.com


TODAY'S MAN: Appoints Trumbull Associates as Noticing Agent
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey gave
its stamp of approval to Today's Man, Inc., and its debtor-
affiliates' application to appoint Trumbull Associates, LLC,
formerly known as Trumbull Services, LLC, as Claims and Noticing
Agent of the Bankruptcy Court.

The Debtors anticipate that Trumbull will:

   a) prepare and serve required notices in this Chapter 11 case,
      including:

        i) a notice of the commencement of this Chapter 11 case
           and the initial meeting of creditors under Section
           341(a) of the Bankruptcy Code;

       ii) a notice of the claims bar date;

      iii) notices of objections to claims;

       iv) notices of any hearings on a disclosure statement and
           confirmation of a plan or plans of reorganization; and

        v) such other miscellaneous notices as Debtors or Court
           may deem necessary or appropriate for an orderly
           administration of this Chapter 11 case.

   b) within five business days after the service of a particular
      notice, file with the Clerk's Office a certificate or
      affidavit of service;

   c) maintain copies of all proofs of claim and proofs of
      interest filed in these cases;

   d) maintain official claims registers in this case by
      docketing all proofs of claim and proofs of interest in a
      claims database that includes the following information for
      each such claim or interest asserted:

        i) the name and address of the claimant or interest
           holder and any agent thereof, if the proof of claim or
           proof of interest was filed by an agent;

       ii) the date the proof of claim or proof of interest was
           received by Trumbull and/or the Court;

      iii) the claim number assigned to the proof of claim or
           proof of interest; and

       iv) the asserted amount and classification of the claim.

   e) implement necessary security measures to ensure the
      completeness and integrity of the claims registers;

   f) transmit to the Clerk's Office a copy of the claims
      registers on a weekly basis, unless requested by the
      Clerk's Office on a more or less frequent basis;

   g) maintain an up-to-date mailing list for all entities that
      have filed proofs of claim or proofs of interest and make
      such list available upon request to the Clerk's Office or
      any party in interest;

   h) provide access to the public for examination of the proofs
      of claim or proofs of interest filed in this case without
      charge during regular business hours;

   i) record all transfers of claims pursuant to Federal
      Bankruptcy Rule 3001(e) and provide notice of such
      transfers, if directed to do so by the Court;

   j) comply with applicable federal, state, municipal and local
      statues, ordinances, rules, regulations, orders and other
      requirements;

   k) provide temporary employees to process claims, as
      necessary;

   l) promptly comply with such further conditions and
      requirements as the Clerk's Office or the Court may at any
      time prescribe; and

   m) provide such other claims processing, noticing, balloting,
      and relating administrative services as may be requested
      from time to time by Debtors.

Trumbull's consulting services are charged at their current
hourly rates, which are:

           Clerical                     $50 per hour
           Bankruptcy Analyst           $65 to $80 per hour
           Bankruptcy Administration    $100 per hour
             Manager
           Automation Consultant        $100 to $140 per hour
           Sr. Automation Consultant    $145 to $170 per hour
           Bankruptcy Consultant        $175 to $195 per hour
           Sr. Bankruptcy Consultant    $200 to $265 per hour

Today's Man, Inc., an operator of men's wear retail stores
specializing in tailored clothing, furnishings, sports wear and
shoes, filed for chapter 11 protection on March 4, 2003 (Bankr.
N.J. Case No. 03-16677).  Michael J. Shavel, Esq., at Blank,
Rome, Comisky & McCauley  represents the Debtors in their
restructuring efforts.  When the Company filed for protection
from its creditors, it listed $37,800,000 in total assets and
$36,500,000 in total debts.


TOKHEIM CORP: Seeks to Stretch Lease Decision through May 20
------------------------------------------------------------
Tokheim Corporation asks from the U.S. Bankruptcy Court for the
District of Delaware for a first extension of their exclusive
periods.  The Debtors want the Court to extend the exclusive
time within which only the Company has the right to file a
chapter 11 plan.  Tokheim asks for an extension of its exclusive
plan proposal period through May 20, 2003, and an extension
until July 19, 2003 to solicit acceptances of the plan from
their creditors.

The Debtors maintain that they have made good faith progress
toward proposing a successful plan.  The Debtors relate that
sine the Petition Date, they have been primarily focused on the
sale of substantially all of their assets.

Additionally, the Debtors have focused their efforts in a number
of additional areas, including:

   a. the Debtors' management focused on stabilizing the Debtors'
      businesses and responding to the many time-consuming
      demands that inevitably accompany the commencement of a
      chapter 11 case, including responding to inquiries from
      vendors, taxing authorities, utilities, landlords,
      customers, unions, professionals, the Creditors' Committee
      and other parties in interest.

   b. each of the Debtors filed the schedules and statements
      required under the Bankruptcy Code.

   c. the Debtors have sought and obtained Court approval under
      section 365 to reject unneeded real property leases.

The Debtors tell the Court that it is not until now that they
can afford time to turn their attention to the plan process. The
Debtors believe that the requested exclusivity extension is
justified.

Tokheim Corporation, manufacturer of electronic and mechanical
petroleum dispensing systems, field for chapter 11 protection on
November 21, 2002 (Bankr. Del. Case No. 02-13437).  Gregg M.
Galardi, Esq., and Mark L. Desgrosseilliers, Esq., at Skadden,
Arps, Slate, Meagher & Flom LLP represent the Debtors in their
restructuring efforts.  When the Company filed for protection
from its creditors, it listed $249.5 million in total assets and
$457.8 million in total debts.


TW INC: Gets Nod to Appoint BSI as Claims and Noticing Agent
------------------------------------------------------------
The Honorable Judge Mary F. Walrath inked TW, Inc.'s appointment
of Bankruptcy Services LLC as Claims and Noticing Agent.  TW,
Inc., formerly known as Cablevision Electronics Investments,
Inc., points out that the large number of creditors and other
parties in interest involved in the Debtor's Chapter 11 case may
impose heavy administrative and other burdens upon the Court and
the office of the Clerk of the Court.

Consequently, to relieve the burdens that these cases may impose
upon the Court and the Clerk's Office, the Debtor engages BSI as
Claims and Noticing Agent to:

      a) prepare and serve required notices in this Chapter 11
         case, including:

            i. notice of the commencement of this Chapter 11 case
               and the initial meeting of creditors under Section
               341(a) of the Bankruptcy Code;

           ii. notice of the claims bar date(s);

          iii. notice of objections to claims;

           iv. notice of any hearings on a disclosure statement
               and confirmation of a plan of liquidation; and

            v. other miscellaneous notices to any entities, as
               the Debtor or the Court deems necessary or
               appropriate for an orderly administration of this
               Chapter 11 case;

      b) at any time, upon request, satisfy the Court that that
         the Claims and Noticing Agent has the capability to
         efficiently and effectively notice, docket and maintain
         proofs of claim and proofs of interest;

      c) within 5 business days after the mailing of particular
         notice, file with the Clerk's Office certificate or
         affidavit of service that includes a copy of the notice
         involved, an alphabetical list of persons to whom the
         notice was mailed and the date of mailing;

      d) maintain copies of all proofs of claim and proofs of
         interest filed;

      e) maintain official claims registers by docketing all
         proofs of claim and proofs of interest on claims
         registers, including the following information:

            i. the name and address of the claimant and any agent
               thereof, if an agent filed the proof of claim or
               proof of interest;

           ii. the date received;

          iii. the claim number assigned; and

           iv. the asserted amount and classification of the
               claim;

      f) implement necessary security measures to ensure the
         completeness and integrity of the claims register;

      g) maintain all original proofs of claim in correct claim
         number order, in an environmentally secure area and
         protect the integrity of such original documents from
         theft or alteration;

      h) transmit to the Clerk's office a copy of the claims
         registers on a weekly basis, unless requested by the
         Clerk's Office on a more or less frequent basis;

      i) maintain an up-to-date mailing list for all entities
         that have filed a proof of claim or proof of interest,
         which list shall be available upon request of a party in
         interest or the Clerk's office;

      j) provide access to the public for examination of copies
         of the proofs of claim or interest without charge during
         regular business hours;

      k) record all transfers of claims pursuant to Rule 3001(e)
         of the Bankruptcy Rules and provide notice of such
         transfers as required by Rule 3001(e) of the Bankruptcy
         Rules;

      l) comply with applicable federal, state, municipal and
         local statutes, laws, rules, ordinances, regulations,
         orders and other requirements;

      m) provide temporary employees to process claims, as
         necessary; and

      n) promptly comply with such further conditions and
         requirements as the Clerk's Office or the Court may at
         any time prescribe.

BSI's professional services are charged at:

           Kathy Gerber               $210 per hour
           Senior Consultants         $185 per hour
           Programmer                 $130 to $160 per hour
           Associate                  $135 per hour
           Data Entry/Clerical        $ 40 to $ 60 per hour
           Schedule Preparation       $225 per hour

TW, Inc., is an affiliate of GBO Electronics Acquisitions LLC
and operates as The Wiz. The Company filed for chapter 11
protection on March 14, 2003(Bankr. Del. Case No. 03-10785).
Jeremy W. Ryan, Esq., and Mark Minuti, Esq., at Saul Ewing LLP
represent the Debtors in their restructuring efforts.  When the
Company filed for protection from its creditors, it listed
assets of over $50 million and debts of more than $100 million.


UNITED AIRLINES: Capital Group Discloses 0.1% UAL Equity Stake
--------------------------------------------------------------
In a Schedule 13-G filed with the Securities and Exchange
Commission, Capital Group International, of Los Angeles, states
that it held 49,100 common shares of UAL Corporation,
representing 0.1% of the class outstanding. (United Airlines
Bankruptcy News, Issue No. 13; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


UNITED AIRLINES: Cuts Worldwide Schedule by 8% Due to Iraqi War
---------------------------------------------------------------
United Airlines (NYSE: UAL) will temporarily reduce its
worldwide schedule by approximately 8 percent below what had
been planned due to the continuing effects on future bookings
because of the military conflict in Iraq.

"We saw a drop in future bookings as a result of the threat of
war, and we expect this to continue with the onset of war
itself," said Greg Taylor, United senior vice president-
Planning. "Despite the schedule reduction, we are protecting our
route network by primarily reducing the frequency of flights on
certain routes. Customers will still have service to all of the
markets the airline currently serves, either through convenient
connecting or nonstop service."

Along with the schedule reduction, the company will also act
quickly to reduce its costs by putting a number of employees on
temporary unpaid leave.

"Our number one priority is to continue to operate a safe and
reliable airline," said Sara Fields, United's senior vice
president-People Services and Engagement. "However, we are at a
point where we must curtail or delay all work not critical to
the company's safe operation or successful emergence from
bankruptcy."

The number of employees affected by the schedule reduction has
not yet been determined.

Beginning April 1st, United will reduce 104 U.S. domestic
mainline flights from its schedule and on April 6, the airline
will trim its international schedule by 20 flights. United will
reduce, but not eliminate, service to Amsterdam, Frankfurt,
London, Tokyo, Paris, Taipei and Brussels.

After the reductions, United will operate 1,574 mainline flights
and 1,478 United Express flights systemwide. Schedule changes
will be reflected in United's reservation systems beginning
Tuesday, March 25, 2003. United will work to reaccommodate
customers affected by the schedule reduction on alternate United
or United Express flights.

News releases and other information about United Airlines can be
found at the company's Web site at http://www.united.com

DebtTraders says that United Airlines' 10.670% bonds due 2004
(UAL04USR1) are trading at about 4 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=UAL04USR1for
real-time bond pricing.


US AIRWAYS: Reaches Pact with Pilots on Replacement Pension Plan
----------------------------------------------------------------
US Airways and the Air Line Pilots Association (ALPA) have
reached an agreement on a replacement pension plan that has been
ratified by the ALPA Master Executive Council at the airline and
now awaits approval by the Pension Benefit Guaranty Corp.,
(PBGC).

The agreement follows a final round of intense negotiations in
which both airline and union leadership committed to finding a
solution to a critical hurdle that would allow US Airways to
emerge from Chapter 11. The U.S. Bankruptcy Court had issued a
decision on March 1, 2003, which found that US Airways had met
the standards and conditions for a distress termination of the
existing defined benefit pension plan and authorized the company
to implement a defined contribution plan. Following the court's
confirmation of US Airways' plan of reorganization on March 18,
2003, the resolution of the pension issue was one of the few
remaining issues that needed to be completed.

"We are 10 days away from completing our Chapter 11
reorganization and the choices are rather stark: successfully
complete the process and emerge from bankruptcy protection, or
fail. The management of the airline did not undertake this
difficult process to fail, and neither did our pilots," said
David Siegel, US Airways president and chief executive officer.
"I respect ALPA's leadership in working to shape a replacement
plan that addresses concerns of its members. Our pilots have
made enormous sacrifices and led all other employee groups
through this restructuring. With the airline business only
getting worse as the Iraqi War heightens public anxiety, it is
critical that we complete our reorganization, exit from Chapter
11, and secure the $1.24 billion in new financing that awaits
us."

Terms of the agreement have not been disclosed, pending review
by the PBGC, which must approve the replacement pension plan and
final Bankruptcy Court approval to complete the process of
terminating the existing pension plan by March 31, 2003.


USG CORP: Fourth Exclusivity Extension Hearing Set for April 1
--------------------------------------------------------------
On February 19, 2003, Judge Wolin issued an order addressing USG
Corporation and its debtor-affiliates' request to estimate
asbestos claims since the pacing of the Chapter 11 cases is
dependent on these.  Pursuant to the order, a bar date will be
established for claims by all persons who can certify a
diagnosis of primary cancer caused by asbestos exposure based on
a medical report of a board-certified physician.  However, this
order does not set a timetable for the cancer claims bar date or
the subsequent estimation hearing. Instead, the order directs
the Debtors to submit to Judge Wolin by March 21, 2003 a
proposed timetable and claim form.

But until at least that time as the estimation proceedings
contemplated by Judge Wolin's Order are concluded, or a
consensual resolution is achieved, Paul N. Heath, Esq., at
Richards, Layton & Finger, P.A., in Wilmington, Delaware, tells
the Court that it is unrealistic to establish a timetable for
the completion of a reorganization plan.  To terminate the
Debtors' exclusive periods to file and solicit acceptances of a
plan would undermine the objectives that Judge Wolin's Order was
designed to achieve.

Accordingly, the Debtors ask the Court to extend their exclusive
periods:

     -- to file a reorganization plan until September 1, 2003;
        and

     -- to solicit acceptances of that plan until
        November 1, 2003.

As the Debtors intend to continue to run their businesses
profitably, maintain strong working relationships with their
committees and resolve non-asbestos claims fairly and
expeditiously, Mr. Heath asserts that it is appropriate to
approve the extension of the Exclusive Filing and Solicitation
Periods in these cases.  According to Mr. Heath, a six-month
extension of the Exclusive Periods is justified because:

     (1) the Debtors have been diligent in addressing the key
         issue of their asbestos liability;

     (2) the completion of estimation hearings before Judge Wolin
         is necessary for the Debtors, or any other interested
         party who may seek to develop a consensual
         reorganization plan, to generate a consensus among
         stakeholders regarding the terms of the Plan; and

     (3) the period leading up to the entry of Judge Wolin's
         February 19 order has not been wasted, nor will be the
         time during which the cancer-only bar date process is
         implemented.

Mr. Heath adds that the extension of the Exclusive Periods is
consistent with extensions granted in other large asbestos
cases. Mr. Heath also points out that, to date, the Debtors
achieved success related to:

     (a) The Claim Resolution Procedures

         -- The motion for comprehensive alternative dispute
            resolution procedures to be implemented in connection
            with prepetition claims was approved on January 2003;

         -- The Debtors obtained an order permitting them to
            institute various procedures to resolve prepetition
            claims without further Court order;

         -- The Debtors obtained approval to employ FTI
            Consulting, Inc. as their claims management
            consultants;

         -- Along with FTI, the Debtors have begun reviewing the
            thousands of claims filed by the bar date so as to
            begin reconciling the claims through appropriate
            means; and

         -- The Debtors obtained an order permitting them to
            institute various procedures to resolve postpetition
            claims without further Court order but in certain
            cases, on notice to the Committees and others.

     (b) The Center for Claims Resolution, Inc. Litigation

         The Debtors continued their efforts to prevent The
         Center for Claims Resolution, Inc. from drawing more
         than $60,000,000 on their surety bond.  In the process,
         the Debtors created an equal amount of claims against
         their estates by the bond issuer.

     (c) Reorganization Plan Issues

         The Debtors continued their review of a variety of
         issues relating to a potential reorganization plan,
         including the reorganization plans filed in the
         Armstrong and Owens-Corning cases.

     (d) Proofs of Claims Filed in Other Asbestos Chapter 11
         Cases

         The Debtors prosecuted claims in the Asbestos Claims
         Management Corporation Chapter 11 case in Dallas, Texas
         and the Armstrong Chapter 11 case in Delaware.

     (e) Other Asbestos Matters

         -- The Debtors prepared the presentation given to the
            Court at the January 28, 2003 omnibus hearing on the
            overall status of these Chapter 11 cases and the
            asbestos issue facing all parties and Judge Wolin;
            and

         -- The Debtors began the process of analyzing the
            various asbestos-related property damage claims that
            were filed by the January 15, 2003 bar date and are
            currently formulating an overall program to address
            these claims.

     (f) Other Actions Designed to Maximize the Debtors' Estates

         -- The Debtors consummated two acquisitions by L&W
            Supply Corporation;

         -- The Debtors reduced their DIP financing facility by
            $250,000,000, thus significantly reducing associated
            fees; and

         -- The Debtors settled a patent dispute with a third-
            party plaintiff for which the Court previously lifted
            the Automatic stay.

Judge Newsome will convene a hearing to consider the Debtors'
request on April 1, 2003 at 10:00 a.m.  By application of
Del.Bankr.LR 9006-2, the Debtors' Exclusive Plan Filing Deadline
is automatically extended through the conclusion of that
Hearing. (USG Bankruptcy News, Issue No. 44; Bankruptcy
Creditors' Service, Inc., 609/392-0900)

DebtTraders reports that USG Corporation's 8.500% bonds due 2005
(USG05USR1) are trading at about 81 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=USG05USR1for
real-time bond pricing.


VIANET: Narrows Debt by $8.4 Million via Structured Settlement
--------------------------------------------------------------
Vianet Technologies, Inc., (OTC Bulletin Board: VNTK) a Plano,
Texas, USA-based company, recently completed a structured
settlement that included one of its network equipment vendors
and the holder of the purchase note for a telecommunications
acquisition with a total net reduction in liabilities of $8.4
million. The transactions will be recorded in the first quarter
of 2003.

The carrying value of Vianet's equipment capital leases will be
reduced by $6.2 million from $8.7 million to approximately $2.5
million in exchange for a revised payment plan including a
$600,000 initial payment due after certain equipment software
modifications are implemented and a total of $2.1 million paid
over twenty-four months thereafter. The recorded capital lease
will not include approximately $200,000 in interest that will be
recorded over the term of the lease as interest expense.

The holder of a $4.95 million note pertaining to a
telecommunications acquisition agreed to accept in full payment
of its note, and other amounts owed, cash in the amount of 1.45
million previously held as collateral for the note, a release of
all guaranties by the noteholder to the equipment vendor made in
connection with the acquisition and other related consideration.

As a result of the settlement of the $4.95 million note, Vianet
became obligated to a party who had provided a part of the
collateral for the note under a secured term note in the amount
of $1.2 million with interest only until March 1, 2004 with
amortizing payments beginning then through March 1, 2006.

Pete Ianace, CEO of Vianet, said, "We are very pleased to have
reached an accommodation with these parties which resulted in a
substantial reduction in our liabilities while allowing us to
satisfy the needs of the creditors involved. We believe this
restructuring is an important first step in our endeavors to
address the financial problems of Vianet and hope we will be
able to continue to achieve results that are beneficial for both
Vianet and its creditors."

Vianet provides international telecom service through its voice
over the Internet (VoIP) network, markets a variety of video
products utilizing its proprietary software and offers to both
traditional service providers and enterprise customers a
business solution for virtual private network (VPN) services.
Vianet's VoIP and IP network has Tier 1 bandwidth connections
providing service at levels of quality and reliability not
achievable with public Internet utilization. Vianet's network
offers full quality of service (QoS) with bandwidth management
required to offer high-quality service for applications like
VoIP and Video conferencing and bundled services that include
VoIP, business quality video conferencing and data
collaboration. Vianet provides managed broadband network access
that combines the use of traditional broadband copper access and
broadband wireless access where traditional wire access isn't
practical. Vianet is an innovator in the development and
integration of visual media delivery technology and offers,
value-added services, e-commerce applications and visual media
communications. Based in Plano, Texas, Vianet is a publicly held
company traded under the ticker VNTK. For more information about
the company, please visit the Web site at http://www.vianet.com

Vianet Technologies' September 30, 2002 balance sheet shows a
working capital deficit of about $32 million, and a total
shareholders' equity deficit of about $27 million.


WASHINGTON MUTUAL: Fitch Rates Class B-4 and B-5 Notes at BB/B
--------------------------------------------------------------
Washington Mutual Mortgage Securities Corp.'s mortgage pass-
through certificates, series 2003-AR4 classes A-1 through A-7,
X-1, X-2 and R ($1.214 billion) are rated 'AAA' by Fitch
Ratings. In addition, Fitch rates class B-1 ($13.1 million)
'AA', class B-2 ($9.9 million) 'A', class B-3 ($5 million)
'BBB', class B-4 ($1.9 million) 'BB' and class B-5 ($1.9
million) 'B'.

The 'AAA' rating on class A senior certificates reflects the
2.80% subordination of the 1.05% class B-1, the 0.80% class B-2,
the 0.40% class B-3 and the 0.55% non-offered class B-4, B-5,
and B-6 certificates. Fitch believes the above credit
enhancement will be adequate to support mortgagor defaults as
well as bankruptcy, fraud and special hazard losses in limited
amounts. In addition, the ratings reflect the quality of the
mortgage collateral, strength of the legal and financial
structures, and Washington Mutual Mortgage Securities Corp.'s
servicing capabilities as master servicer. Fitch currently rates
Washington Mutual Bank, FA a 'RMS2' for master servicing.

The trust consists of one group of 2,052 conventional, fully
amortizing 30-year adjustable-rate mortgage loans secured by
first liens on one- to four-family residential properties with
an aggregate original principal balance of $1,248,537,578. The
mortgage loans provide for a fixed interest rate during the
initial period of approximately five years from the date of
origination and thereafter provide for adjustments to the
interest rate on an annual basis. Approximately 74% of the
mortgage loans do not provide for any payments of scheduled
principal until the fifth anniversary of the date on which their
initial monthly payment is due. The average unpaid principal
balance as of the cut-off date is $608,449. The weighted average
current loan-to-value ratio (CLTV) is 63.4%. Approximately
74.91% and 3.18% of the mortgage loans possess FICO Scores
greater than or equal to 720 and less than 660, respectively.
Cash-out refinance loans represent 31.71% of the loan pool. The
three states that represent the largest portion of the mortgage
loans are California (60.38%), New York (5.51%) and Illinois
(4.59%).

Approximately 0.53% of the mortgage loans are secured by
properties located in the State of Georgia, none of which are
covered under the Georgia Fair Lending Act (GFLA), effective as
of October 2002.

The mortgage loans deposited into the WaMu mortgage pass-through
certificates, series 2003-AR4 Trust were purchased by Washington
Mutual Mortgage Securities Corp. directly from Washington Mutual
Bank, FA and Washington Mutual Bank, a Washington state
chartered savings bank, in each case, as affiliate of Washington
Mutual Mortgage Securities Corp.

The certificates are issued pursuant to a pooling and servicing
agreement dated March 1, 2003 among Washington Mutual Mortgage
Securities Corp., as depositor and master servicer and Deutsche
Bank National Trust Company as trustee. For federal income tax
purposes, an election will be made to treat the trust fund as
two real estate mortgage investment conduits (REMICs).


WESTAR ENERGY: Will Publish 2002 Earnings on Friday
---------------------------------------------------
On March 28, 2003, Westar Energy, Inc. (NYSE:WR) will release
2002 earnings. Jim Haines, Westar Energy chief executive officer
and president, will host a conference call and webcast at 11
a.m. Eastern Time (10 a.m. Central Time)

This call is being webcast by CCBN and can be accessed at Westar
Energy's Web site at http://www.wr.com

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

Westar Energy, Inc., (NYSE:WR) is a consumer services company
with interests in monitored services and energy. The company has
total assets of approximately $7 billion, including security
company holdings through ownership of Protection One, Inc.
(NYSE:POI) and Protection One Europe, which have approximately
1.2 million security customers. Westar Energy is the largest
electric utility in Kansas providing service to about 647,000
customers in the state. Westar Energy has nearly 6,000 megawatts
of electric generation capacity and operates and coordinates
more than 34,700 miles of electric distribution and transmission
lines. Through its ownership in ONEOK, Inc. (NYSE:OKE), a Tulsa,
Okla.-based natural gas company.

As reported in Troubled Company Reporter's March 13, 2003
edition, Fitch Ratings affirmed the ratings of Westar Energy and
its wholly-owned electric utility operating subsidiary Kansas
Gas & Electric and removed the ratings from Rating Watch
Negative, where they were placed on February 12, 2003.

Westar's ratings are as follows: senior secured debt 'BB+';
senior unsecured debt 'BB-'; and, preferred stock 'B+'. The
trust preferred securities of Western Resources Capital Trust I
and II are affirmed at 'B+'. The ratings of KG&E's secured debt
are affirmed at 'BB+'. The Rating Outlook is Negative for all
entities.

The rating action reflects recent positive credit events,
including the sale of a portion of WR's investment in Oneok for
$300 million pretax and a dividend reduction that will save
about $31 million annually, as well as a favorable assessment of
WE's financial plan designed to reduce debt. The plan appears to
incorporate all of the debt reduction actions required by the
Kansas Corporation Commission's November and December 2002
orders. However, the plan's goals are ambitious and subject to
significant execution risk, which accounts for the Negative
Rating Outlook.

WE's current ratings reflect the company's weak cash flows
relative to debt, a highly leveraged balance sheet and coverage
ratios that will remain weak for the rating category even with
asset sales at least through 2003.


WHEELING-PITTSBURGH: Disclosure Statement Hearing Now on Apr. 24
----------------------------------------------------------------
The hearing scheduled for later this month to consider the
adequacy of the Disclosure Statement filed by Pittsburgh-
Canfield Corporation (n/k/a PCC Survivor Corporation), Wheeling-
Pittsburgh Corporation, Wheeling-Pittsburgh Steel Corporation,
Consumers Mining Company, Wheeling-Empire Company, Mingo Oxygen
Company, WP Steel Venture Corp., W-P Coal Company and Monessen
Southwestern Railway Company, to explain its Plan of
Reorganization has been adjourned to April 24, 2003, at 1:30
p.m.

The hearing will convene before the Honorable William T. Bodoh,
Chief United States Bankruptcy Judge, in the United States
Bankruptcy Court for the Northern District of Ohio in
Youngstown.

Judge Bodoh is being asked to find that the Disclosure Statement
contains "adequate information" within the meaning of Section
1125 of the Bankruptcy Code and put his stamp of approval on
that document.  If the Court finds that the information
contained in the document provides creditors with the
information they need to make an informed decision about whether
to vote to accept or reject the Plan, the Plan and Disclosure
Statement will be mailed to creditors with ballots.  If the
Disclosure Statement is not approved, the document will stay at
the Courthouse and the parties will go back to the drafting
table.

Michael E. Wiles, Esq., and Richard F. Hahn, Esq., at Debevois &
Plimpton represent the Debtors.  Wheeling-Pittsburgh filed for
chapter 11 protection in 2000 (Bankr. N.D. Ohio Case Nos. 00-
43394 through 00-43402).


WINDSOR WOODMONT: Signs-Up Saul Leonard as Litigation Consultant
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Colorado gave its
nod of approval to Windsor Woodmont Black Hawk Resort
Corporation's application to bring-in Saul F. Leonard Company,
Inc., as Litigation Consultant to the Debtor's counsel, Irell &
Manella LLP.  The Debtor desires to retain Saul Leonard as
litigation consultant in connection with the motion to reject
the Management Agreement.

Irell & Manella tells the Court that Saul Leonard has a long-
standing expertise in the gaming and hospitality industries.
Saul Leonard will:

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

      b) analyze Hyatt's day-to-day management and operation of
         the Casino; and

      c) assist the Debtor in financial and strategic business
         planning in connection to a transition in management of
         the Casino.

Saul Leonard will be the one principally engaged in this
retention. The Debtor will pay Saul Leonard in his customary
hourly rate, which is $375 per hour.

Windsor Woodmont Black Hawk Resort Corporation, owner and
developer of Black Hawk Casino by Hyatt Casino in Black Hawk,
Colorado, filed for chapter 11 protection on November 7, 2002
(Bankr. Colo. Case No. 02-28089).  Jeffrey M. Reisner, Esq., at
Irell & Manella LLP, represents the Debtor in its restructuring
efforts.  When the Company filed for protection from its
creditors, it listed $139,414,132 in total assets and
$152,546,656 in total debts.


WINSTAR COMMS: Court Okays Herrick as Shubert's Special Counsel
---------------------------------------------------------------
Winstar Communications, Inc.'s Chapter 7 Trustee Christine C.
Shubert sought and obtained a Court order modifying the terms of
Herrick Feinstein LLP's retention as her special litigation
counsel.

Sheldon K. Rennie, Esq., at Fox Rothschild O'Brien & Frankel
LLP, in Wilmington, Delaware, informs the Court that Herrick and
the Trustee have agreed to this fee arrangement:

     A. from January 1, 2003, Herrick will continue to perform
        services, through trial or resolution of the litigation
        against Lucent by motion, on an hourly basis, with a cap
        on the estate's obligation for those services, exclusive
        of expenses and disbursements; and

     B. in addition to its hourly fees and the reimbursement of
        all expenses and disbursements, Herrick will be entitled
        to a contingency fee for any sums recovered from, or
        payments made by Lucent, whether recovered or paid
        through judgment, settlement or otherwise. (Winstar
        Bankruptcy News, Issue No. 40; Bankruptcy Creditors'
        Service, Inc., 609/392-0900)


WORLDCOM INC: Asks Court to OK Proposed Claim Objection Protocol
----------------------------------------------------------------
Alfredo R. Perez, Esq., at Weil Gotshal & Manges LLP, in
Houston, Texas, informs the Court that as of February 28, 2003,
in excess of 30,000 proofs of claim have been filed against
Worldcom Inc., and debtor-affiliates' estates.  The Debtors have
started the process of conducting a comprehensive review and
reconciliation of all prepetition claims, including both the
claims scheduled in the Debtors' Schedules and the claims
asserted in the Proofs of Claim.  In addition, the Debtors have
begun identifying particular categories of Filed Claims that may
be targeted for disallowance and expungement, and certain
Scheduled Claims that may need to be adjusted.

By this Motion, and pursuant to Section 105 of the Bankruptcy
Code, the Debtors ask that the Court approve uniform notice
procedures regarding claim objections.  The Debtors propose
these Claim Objection Procedures in an effort to streamline the
process and conserve their estates' resources.

                       Claim Objection Procedures

Pursuant to Rule 3007 of the Federal Rules of Bankruptcy
Procedure, Mr. Perez states that a copy of a claim objection,
with notice of the hearing, must be served on the affected
claimant.  In an effort to reduce printing and mailing costs,
the Debtors propose to serve a notice of the omnibus claim
objections, rather than the entire omnibus claim objection, on
each of the claimants whose claims are the subject of the
applicable omnibus claim objection and their counsel.  The
proposed Claim Objection Notice would be personalized for each
claimant and would include an explanation of the claim objection
process, a description of the basis of the omnibus claim
objection, information regarding the response deadline and
hearing date, and identification of the claim that is the
subject of the omnibus claim objection.  The Claim Objection
Notice will be modified to account for the nature of each
omnibus claim objection.

Mr. Perez believes that use of the Claim Objection Notice will
substantially reduce the costs of the claim objection process
without depriving claimants of any information they require to
understand and respond to any objection.  Accordingly, the
Debtors ask that the Court approve the Debtors' use of the Claim
Objection Notice to provide notice to the claimants whose claims
are the subject of the applicable omnibus claim objections and
their counsel.  Moreover, to the extent that a claimant requests
a copy, the Debtors will provide the claimant with a complete
copy of the applicable omnibus objection.

In addition, to further conserve the resources of these estates,
the Debtors ask the Court for permission to limit notice of
claim objections to:

     -- service of a complete copy of each claim objection on
        counsel for the U.S. Trustee, the Committee, and the
        Debtors' postpetition lenders;

     -- with respect to omnibus objections, service of a Claim
        Objection Notice on the claimants whose claims are the
        subject of the applicable omnibus claim objection and
        their counsel; and

     -- with respect to individual claim objections, service of a
        complete copy of each individual objection on the
        claimants whose claims are the subject of the applicable
        individual claim objection and their counsel.

The Debtors submit that no additional service or notice should
be required for claim objections.  To the extent that a party-
in-interest requests a copy, the Debtors will provide the party-
in-interest with a complete copy of any omnibus or specific
claim objection.

Bankruptcy Rule 3007 also requires that the parties receive
notice of a claim objection and the hearing thereon at least 30
days prior to the hearing on the objection.  It does not specify
the period within which responses to the objection must be
filed. To further simplify the claim objection process, the
Debtors ask that the Court establish that responses to the
Debtors' omnibus and specific claim objections will be due 20
calendar days after mailing of the objection or Claim Objection
Notice, unless the date falls on a Saturday, Sunday or a federal
holiday, in which case responses will be due on the subsequent
business day.

To avoid confusion, Mr. Perez tells the Court that the Claim
Objection Notice and the omnibus and specific claim objections
will specify the time and date that responses are due.  The
Debtors intend to set the omnibus and specific claim objections
for hearing on the next available regularly scheduled hearing
date not less than 30 days following filing and service of any
objections.  The Debtors contemplate that these hearings will be
scheduled in conjunction with the Debtors' current weekly
hearing schedule. (Worldcom Bankruptcy News, Issue No. 22;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


* Large Companies with Insolvent Balance Sheets
-----------------------------------------------
                                 Total
                                 Shareholders  Total     Working
                                 Equity        Assets    Capital
Company                 Ticker  ($MM)          ($MM)     ($MM)
-------                 ------  ------------  -------  --------
Advisory Board          ABCO        (16)          48      (20)
Alaris Medical          AMI         (32)         587      173
Amazon.com              AMZN     (1,353)       1,990      550
Arbitron Inc.           ARB        (169)         127      (17)
Alliance Resource       ARLP        (46)         288      (16)
Altiris Inc.            ATRS         (6)          13       (8)
Actuant Corp            ATU         (44)         295       18
Avon Products           AVP         (91)       3,327       73
Saul Centers Inc.       BFS         (24)         346      N.A.
Big 5 Sporting Goods    BGFV        (23)         252       66
Choice Hotels           CHH        (114)         314      (37)
Campbell Soup Co.       CPB        (114)       5,721   (1,479)
Echostar Comm           DISH       (778)       6,520    2,024
Dun & Brad              DNB         (20)       1,431      (82)
Euronet Worldwide, Inc. EEFT         (8)          61        3
Graftech Int'l          GTI        (307)         797      112
Hollywood Casino        HWD         (92)         553       89
Imclone Systems         IMCL         (5)         474      295
Gartner Inc             IT           (5)         824       18
Jostens                 JOSEA      (540)         375      (40)
Journal Register        JRC         (36)         711      (26)
Kos Pharmaceuticals     KOSP        (58)          83       27
Ligand Pharmaceuticals  LGND        (58)         117       22
Level 3 Comm Inc.       LVLT       (240)       8,963      581
Memberworks Inc.        MBRS        (21)         281     (100)
Mega Blocks Inc.        MB          (37)         106       56
Memberworks Inc.        MBRS        (21)         281     (100)
Moody's Corp.           MCO        (304)         505       12
Medical Staffing        MRN         (33)         162       55
MicroStrategy           MSTR        (69)         104       23
MTC Technologies        MTCT          0           26       10
Petco Animal            PETC        (11)         554      113
Proquest
Co.            PQE         (45)         628     (140)

Per-Se Tech Inc.        PSTI        (50)         203       24
Qwest Communications    Q        (1,094)      31,228   (1,167)
RH Donnelley            RHD        (111)         296        0
Sepracor Inc.           SEPR       (392)         727      430
St. John Knits Int'l    SJKI        (76)         236       86
Talk America            TALK        (74)         165       36
United Defense I        UDI         (30)       1,453      (27)
UST Inc.                UST         (47)       2,765      829
Valassis Comm.          VCI         (33)         386       80
Ventas Inc.             VTR         (54)         895      N.A.
Western Wireless        WWCA       (274)       2,370     (105)
Xoma Ltd.               XOMA        (11)          72       30

                           *********

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

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

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

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

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

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

                           *********

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

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

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

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

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

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