TCR_Public/030326.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

            Wednesday, March 26, 2003, Vol. 7, No. 60    

                          Headlines

ADELPHIA COMMS: Intends to Enter into Denver Corporate HQ Lease
AGWAY: Sells Telmark Assets & Contracts to Wells Fargo for $615M
AIR CANADA: Intends to Slash 3,600 Jobs by Year-End
ALPHA HOSPITALITY: Gets Exception from Nasdaq Listing Guidelines
AMAZON.COM: Will Host Q1 2003 Earnings Conference Call on Apr 24

AMERIKING: Committee Turns to Ernst & Young for Financial Advice
AMERIPOL SYNPOL: Committee Hires Parente as Financial Advisors
ANC RENTAL: Asks Court to Fix May 9 as Rejection Claims Bar Date
ARCIS CORP: Fin'l Covenant Violation Under Credit Pact Likely
AT&T CANADA: Completes C$6M Transat Telecom Services Expansion

AVON PRODUCTS: Will Webcast Investor Meeting on Friday
BOFA COMMERCIAL: S&P Assigns Low-B Ratings to 6 Note Classes
BUDGET GROUP: Continuing Use of Amended Cash Management System
CANWEST MEDIA: Creditors Okay Amendments to Sr. Credit Facility
CAPITAL REALTY: Liquidation Plan Completion Still Uncertain

CELLSTAR CORP: Sells Netherlands Operations for $2 Million
CHAMPIONLYTE: Says It's Ahead of Restructuring Plan Schedule
CHIQUITA BRANDS: Leon G. Cooperman Discloses 5.2% Equity Stake
CLOUD CANYON: Case Summary & Largest Unsecured Creditors
CONSECO INC: Committee Hires Greenhill and Houlihan as Advisors

COVANTA ENERGY: Earns Approval of Bond Refinancing Agreement
COX COMMS: Renames Advertising Sales Division To Cox Media
DELTA AIR LINES: Reducing Network Capacity Due to War in Iraq
DOMAN INDUSTRIES: Dec. 31 Net Capital Deficit Widens to C$415MM
DRESSER: Seeking Default Waiver from Senior Lenders

ENRON CORP: Judge Gonzalez Clears Orange Country Settlement Pact
FEDERAL-MOGUL: Equity Committee Hires Schiff Hardin as Counsel
FINOVA GROUP: Asks Court to Establish Revised Notice Procedures
FRESH DEL MONTE: S&P Assigns BB Rating to $400MM Bank Facility
GENTEK INC: Taps Babst Calland as National Environmental Counsel

GLOBAL CROSSING: Renews $10-Mill. Supply Agreement with KB Toys
GLOBAL CROSSING: Judge Gerber Clears Cisco Settlement Agreement
HAYES LEMMERZ: GECC Wants Claims Allowed for Voting Purposes
HEALTHSOUTH: Takes Steps to Stabilize Company and Address Issues
HPSC GLOUCESTER: S&P Assigns BB/B Ratings to Class E and F Notes

INSILCO: Bel Completes Passive Components Business Acquisition
INSILCO TECHNOLOGIES: Committee Hires Arent Fox as Lead Counsel
INTEGRATED HEALTH: Seeks Seventh Lease Decision Period Extension
ION NETWORKS: Nasdaq Delisting Shares from SmallCap on Friday
ITEX CORP: Daniella Calvitti Steps Down as Chief Fin'l Officer

JAG MEDIA: Says MD&A Disclosures Don't Point to Bankruptcy
KMART CORP: Reaches Claims Dispute Settlement with Fleming Cos.
KMART CORP: Net Loss Balloons to $3 Billion in Fiscal Year 2002
KMART CORP: Trade Creditors Sell 216 Claims Totaling $1.9 Bill.
LAIDLAW INC: Wants to Amend Sale Agreement with 535045 BC

LAPLINK INC: Case Summary & 20 Largest Unsecured Creditors
LTV: US Trustee Appoints Administrative Claimants' Committee
LYONDELL CHEM.: Margin Recovery Spurs Fitch to Affirm BB- Rating
MAGELLAN HEALTH: Continuing Workers' Compensation Programs
MAGNUM HUNTER: Is High Bidder on Gulf of Mexico Lease Blocks

MCDERMOTT INT'L: Red Ink Continues to Flow in Fourth Quarter
MED DIVERSIFIED: Taps Executive Sounding as Financial Consultant
MIKOHN GAMING: Michael Dreitzer Assumes General Counsel Role
NATIONAL CENTURY: Amedisys Entities Want Lockbox Accounts Closed
NATIONAL EQUIPMENT: S&P Further Cuts Junk Credit Ratings to CC

NATIONAL STEEL: USWA Balks at Two-Week Bid Deadline Extension
NOVEON: Fitch Affirms BB-/B Senior Debt Ratings; Outlook Stable
OAKWOOD HOMES: Brings-In Toms & Associates as Special Counsel
PELORUS NAVIGATION: Debentureholders Seek Receiver's Appointment
POLYONE CORP: Wants to Renegotiate Receivables Sale Facility

POLYONE: S&P Keeps Rating Watch over Increased Refinancing Risk
PROJECT FUNDING: S&P Slashes Note Ratings on Classes III & IV
PSC INC: New York Court Establishes May 1, 2003 Claims Bar Date
RELIANCE GROUP: Wants Nod to Continue Paul Zeller's Engagement
ROUGE INDUSTRIES: Trading on OTCBB Under 'RGID' Ticker Symbol

SBA COMMS: Fourth Quarter Results Reflect Slight Improvement
SEA CONTAINERS: Posts Strong 4th Quarter & Full-Year Results
SLI INC: Lenders and Creditors Agree on Chapter 11 Plan Terms
SOLUTIA INC: Will Publish First Quarter Results on April 24
SPIEGEL GROUP: Wants to Honor & Pay Prepetition Tax Obligations

TARANTELLA INC: Fails to Meet Nasdaq Min. Listing Requirements
TEXAS COMMERCIAL: Appoints Michael Shirley as New President/CEO
TODAY'S MAN: Inks Pact to Sell All Assets to Christopher's Men's
TOKHEIM: Committee Taps McDonald Investment for Financial Advice
TOYS R US: Fitch Downgrades Senior Unsecured to BB+ from BBB-

UNITED AIRLINES: BONY Issues Report to O'Hare Bondholders
USG CORP: Wants Additional Time to Move Actions to Del. Court
WALL STREET: Files for Bankruptcy Protection in S.D. New York
WALL STREET STRATEGIES: Voluntary Chapter 11 Case Summary
WINDSOR WOODMONT: Taps Dill & Dill as Appellate & Gaming Counsel

WINSTAR COMMS: Court Okays Impala as Ch. 7 Trustee's Consultant
WORLDCOM: NECA Reaches $100-Million Agreement with Deutsche Bank
WORLDCOM INC: Asks Court to Clear Time Warner Settlement Pact

* Meetings, Conferences and Seminars

                          *********

ADELPHIA COMMS: Intends to Enter into Denver Corporate HQ Lease
---------------------------------------------------------------
Marc Abrams, Esq., at Willkie Farr & Gallagher, in New York,
relates that in the face of startling revelations indicating
serious breaches of duty and financial misconduct by the Rigas
Family, in March 2002, the Adelphia Communications Debtors'
board of directors began a process that resulted in the
termination of all the senior executives of the company, a
departure from the Board of all Rigas family members, and the
termination of scores of accounting and finance personnel.  At
this juncture, the estates have a pressing need to bolster and
replenish substantial vacancies in the ranks of their
management.  Over the course of the past several months, the
Board has conducted a comprehensive search for new management
and to otherwise replenish key positions with seasoned industry
talent.  As part of the ACOM Debtors' strategy in attracting and
retaining new management, the ACOM Debtors have determined that
it is necessary to relocate their corporate headquarters from
Coudersport, Pennsylvania, and that Denver, Colorado is by far
the most attractive and viable location in which to move.

In determining whether to relocate their corporate headquarters,
and if so, to where, Mr. Abrams states that the ACOM Debtors
considered a variety of factors.  As to the fundamental issue of
moving or not, the ACOM Debtors concluded that the current
Coudersport, Pennsylvania location is relatively inaccessible
geographically and an unattractive location for recruiting and
relocating senior leadership.  By comparison, nearly every other
major cable and DBS provider in the country is headquartered in
or near a major metropolitan center.  Moreover, Coudersport is a
small town that is the traditional base of the Rigas family, and
the population of Coudersport and its surrounding communities
has close ties to the Rigases.  Mr. Abrams alleges that the
remoteness of Coudersport contributed to an environment that
allowed the Rigases' misconduct to occur.  The ACOM Debtors
therefore determined that their headquarters should be moved to
a more mainstream location with a larger industry-specific
talent pool and improved accessibility for the Debtors'
management, key vendors, suppliers, financial and accounting
resources, and other third parties.  This move will also serve
to further punctuate the "regime" change now underway.

In connection with the Debtors' relocation analysis, they
considered several cities as potential sites for the new
headquarters location.  The Debtors considered these factors in
determining which location would best satisfy their
requirements:

  (i) availability of industry-experienced leadership and
      management talent;

(ii) their ability to successfully recruit and hire prospective
      senior managers;

(iii) accessibility by headquarters' personnel to the Debtors'
      properties and accessibility by visitors to corporate
      offices; and

(iv) occupancy, operating and other cost of living factors.

Mr. Abrams admits that the Debtors' operations have been under-
performing in terms of profitability and the physical condition
of their cable network.  In fact, the Debtors compare
unfavorably to their peers in all key measures of financial
performance. Accordingly, there is a pressing need to relocate
their headquarters to a city where they will have immediate
access to a large pool of experienced and high-quality cable
executives in order to improve financial performance as rapidly
as possible. Failure to consummate this move on an expedited
basis will likely cause a continuing negative impact on the
Debtors' operations.

After consulting with their various advisors and considering
these factors, the Debtors determined to relocate their
headquarters from Coudersport to Denver.  Mr. Abrams believes
that the relocation will provide the Debtors with access to a
pool of perhaps the best cable industry executive personnel in
the country today.  During the course of these cases, it has
become apparent to the Debtors that a significant obstacle to
attracting senior level management personnel has been the
relatively inaccessible location of the Debtors' present
headquarters.  By contrast, the greater Denver area has enjoyed
a reputation as a center for the telecommunications and cable
industry.  As a result, the Debtors expect that their ability to
recruit cable executives already residing in the Denver area to
join the Debtors' senior management team will be greatly
enhanced if the Debtors are able to establish their corporate
headquarters in Denver.

Mr. Abrams points out that another significant benefit that the
Debtors expect to realize from the proposed relocation is that
their executives will be more accessible to the Debtors' eight
regional operational centers, including its largest market in
the Southern California area.  This will facilitate the Debtors'
ability to meet with and supervise company personnel in these
regional centers, as well as consult with vendors, service
providers and other industry participants on a more frequent
basis.  In addition, senior management will benefit from Denver
International Airport's key location as a central hub of
commercial airline traffic, significantly reducing travel time
and expense in carrying out necessary business travel,
especially when compared to the travel costs incurred in
connection with the location of the Debtors' current
headquarters.

The Debtors have retained real estate adviser Grubb & Ellis
Company to assist them in identifying and acquiring suitable
office space in the greater Denver area, from which the
Company's operations will be headquartered.  After conducting a
comprehensive survey of available office locations, the Debtors
have determined to enter into a lease agreement with M&S Terrace
Tower II, LLC for office space located at Terrace Tower II, 5619
DTC Parkway in Greenwood Village, Colorado.

According to Mr. Abrams, the Denver Lease provides for $70,600
monthly rent payments and is for an initial term of five years.
The lease will contain an option to renew for five additional
years and will provide for a conditional right of termination at
the end of three years.  The leased space is 41,700 square feet
and will accommodate up to 160 employees.  The offices are fully
furnished and wired for data service.  The Debtors have been
advised by Grubb & Ellis that the terms and conditions of the
Denver Lease are at market for comparable Denver metro area
properties.

The Debtors, in consultation with their financial advisors, have
also analyzed the economic impact of relocating the corporate
offices to Denver.  In particular, the Debtors analyzed the
costs of moving their corporate headquarters to various
locations in comparison to staying in Coudersport.  Among the
various locations considered, Denver offered by far the lowest
costs, largely because of the Debtors' ability to recruit
locally from a highly experienced talent pool.

Mr. Abrams informs the Court that the Debtors currently employ
14,000 employees in locations throughout the United States.  The
Debtors expect that no more than 120 of the more than 1,400
employees currently working in Coudersport will be affected by
the move.  The Debtors do not expect any increase in total
employee headcount as a result of the relocation.  It is
anticipated that the Coudersport headcount will be reduced in an
amount equal to the staffing level of the new hires at corporate
headquarters.  Nearly all of the Debtors' operational groups,
including the advanced products customer care center, the
national inbound sales center, the outbound calling services,
the internet-protocol data centers, as well as certain personnel
affiliated with facilities management, information technologies,
legal and regulatory activities, human resources, engineering,
and accounting and finance operations, will continue operations
as usual in Coudersport.

Mr. Abrams states that the costs of relocation were analyzed in
terms of both one-time moving expenses, as well as the recurring
expenses of maintaining and operating offices in Denver.  The
Debtors determined that one-time costs, in total, for all moving
expenses, recruiting fees and relocation expenses from
Coudersport to Denver would be $2,200,000.  The Debtors
anticipate that the recurring costs for moving to Denver,
including rent and operating costs will be $825,000 per year.
The one-time costs associated with a relocation to Denver is
expected to be significantly less -- by $5,000,000 -- compared
to relocating to a different city.  These savings is primarily
related to reduced recruiting and relocation costs.

Mr. Abrams reports that these costs were weighed against
expenses the Debtors would incur if they attempted to rebuild in
the current Coudersport location.  While there would be no
significant additional recurring costs associated with staying
in Coudersport, the one-time costs would be exceedingly high.  
Due to the geographic remoteness of Coudersport, the Debtors do
not believe that they will be able to attract many executives to
work in the Coudersport area.  Thus, the Debtors have concluded
that the variable costs of staying in Coudersport, including
relocation, recruiting fees and enhanced compensation costs
associated with attracting executives would be far in excess of
the costs of relocating to Denver.

Moreover, the Debtors have discussed in detail their relocation
plans with the Committees and the agents for their lenders.
Accordingly, by this motion, the Debtors seek the Court's
authority to enter into the Denver Lease and any and all
required agreements, utility arrangements, contracts with
vendors, suppliers, moving services and similar third parties,
and any and all other agreements or transactions that may be
necessary or appropriate in connection with the relocation of
the Debtors' headquarters.

The Debtors also ask the Court to treat any claims or costs
associated with their relocation as administrative expense
claims, pursuant to Section 507(b) of the Bankruptcy Code, and
may be paid by the Debtors pursuant to the terms agreed to by
the Debtors and the third party. (Adelphia Bankruptcy News,
Issue No. 31; Bankruptcy Creditors' Service, Inc., 609/392-0900)

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.


AGWAY: Sells Telmark Assets & Contracts to Wells Fargo for $615M
----------------------------------------------------------------
Sutherland Asbill & Brennan LLP recently advised Agway, Inc.,
and Telmark LLC, Agway's lease-financing subsidiary, in its sale
of substantially all of Telmark's assets and business
relationships to Wells Fargo Financial Leasing, Inc.  Net
proceeds from the sale paid to Telmark were approximately $615
million.

The transaction, approved on February 27, 2003 by the U.S.
Bankruptcy Court for the Northern District of New York in Utica,
NY, closed at the end of business on Friday, February 28. With
the proceeds from the sale, Telmark will pay its outstanding
debt including its publicly-held debt, pay debt-related costs
and expenses related to the transaction. The net proceeds to
Telmark are subject to certain agreed holdbacks and post-closing
adjustments.

The Sutherland team was led by Jamie Cain, a partner in the
Business Practices group, and included counsel Doug Leary,
partners Michael Miles and Carol Weiser, and associates Katie
Gasparek, Adam Cohen, Beth Knickerbocker and Meltem Kodaman, all
of the firm's Washington, D.C. office. Partners Marvin Jacobs
and Judy Liu and associate Marshall Turner at Weil Gotshal and
Manges LLP provided bankruptcy advice to Agway in connection
with the sale.

Goldman Sachs was Telmark's investment adviser. Patrick Knecht
led a team of in-house lawyers including Mac Braun and Brad Doig
at Wells Fargo Financial Leasing. Michael Stewart and Dennis
Ryan of Faegre & Benson LLP were Wells Fargo Financial Leasing,
Inc.'s outside counsel on the deal.

Agway, Inc., headquartered in Syracuse, NY, is an agricultural
cooperative owned by 69,000 Northeast farmer-members. On October
1, 2002, Agway Inc. and certain of its subsidiaries filed
voluntary petitions for reorganization under Chapter 11 of the
U.S. Bankruptcy Code. Telmark was not included in Agway's
Chapter 11 filing.

Telmark, also based in Syracuse, NY, offers lease financing for
equipment, buildings and vehicles within the contiguous 48
states and serves over 17,000 farmers, related agricultural
businesses and numerous segments of the commercial business
marketplace.

Wells Fargo Financial Leasing, Inc. is a subsidiary of Wells
Fargo Financial, Inc. Both companies are headquartered in Des
Moines, Iowa and are subsidiaries of Wells Fargo & Company.


AIR CANADA: Intends to Slash 3,600 Jobs by Year-End
---------------------------------------------------
Air Canada is accelerating its transformation into a more
efficient, lower cost airline by eliminating 3,600 jobs.

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

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

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

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

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

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

                         *   *   *

As previously reported in the Feb. 27, 2003, issue of the
Troubled Company Reporter, AT&T Canada Inc., announced that the
Ontario Superior Court of Justice and the U.S. Bankruptcy Court
have both approved the Company's Restructuring Plan at hearings
held Tuesday, Feb. 25. Having secured the necessary creditor and
court approvals, AT&T Canada expects to emerge from CCAA
proceedings on April 1, 2003, as an independent company, with
positive cash flow and net income, and no long-term debt.

DebtTraders reports that Air Canada's 10.250% bonds due 2011
(AC11CAR1) are trading at about 35 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=AC11CAR1for  
real-time bond pricing.


ALPHA HOSPITALITY: Gets Exception from Nasdaq Listing Guidelines
----------------------------------------------------------------
Alpha Hospitality Corporation (NASDAQ and BSE: ALHY) has
received a letter, dated March 21, 2003, concerning its request
for continued inclusion on The Nasdaq SmallCap Market.

The letter, from Nasdaq Counsel Jason S. Frankl, describes the
results of a hearing by the Nasdaq Listing Qualifications Panel
on February 27, 2003, at which the Company requested an
exception from Nasdaq's delisting requirement.

The Panel has determined to continue the listing of the Company
on The Nasdaq SmallCap Market as long as, on or before March 27
2003, the Company provides documentation to Nasdaq evidencing
that it has solicited proxy statements and held its annual
meeting for fiscal 2001 by no later than March 25, 2003.

In order to fully comply with the terms of the exception, the
Company must be able to demonstrate compliance with all
requirements for continued listing on The Nasdaq SmallCap
Market. In the event the Company fails to comply with any of the
terms of the exception, its securities will be delisted from The
Nasdaq Stock Market. In addition, if there is a material change
in the Company's financial or operational character, the Panel
has the right to reconsider the terms of this exception. Any
compliance document will be subject to review by the Panel,
which may, in its discretion, request additional information
before determining that the Company has complied with the terms
of the exception. "A tremendous amount of work was completed to
file the Company's Form 10-K early and hold its annual meeting
on an expedited basis. We are very pleased to receive this
exception from Nasdaq," commented Mr. Berman, Chairman of the
Company.

Stockholders and potential purchasers of the Company's stock
should be aware that the Nasdaq Listing and Hearing Review
Council may, on its own motion, determine to review any Panel
decision within 45 calendar days after issuance of the written
decision. If the Listing Council determines to review the
decision described above, it may affirm, modify, reverse,
dismiss, or remand the decision to the Panel.

Based upon the short duration of the exception and the Company's
indications that it was in compliance with the quantitative
requirements for continued listing on The Nasdaq SmallCap
Market, the Panel elected not to append a fifth character "C" to
the Company's symbol during the exception period.

Alpha Hospitality's September 30, 2002 balance sheet shows that
total current liabilities exceeded total current assets by about
$8 million.


AMAZON.COM: Will Host Q1 2003 Earnings Conference Call on Apr 24
----------------------------------------------------------------
Amazon.com, Inc., (Nasdaq:AMZN) will Webcast its first quarter
2003 financial results conference call on April 24, 2003, at
2:00 p.m. PT/5:00 p.m. ET.

The audio of this event will be Webcast live and be available
through June 30, 2003, at http://www.amazon.com/ir

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

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


AMERIKING: Committee Turns to Ernst & Young for Financial Advice
----------------------------------------------------------------
The Official Committee of Unsecured Creditors of AmeriKing,
Inc., sought and obtained approval from the U.S. Bankruptcy
Court for the District of Delaware to hire and retain Ernst &
Young Corporate Finance LLC as its Financial Advisors, effective
as of December 17, 2002.

The Committee expects Ernst & Young to:

     a) analyze the current financial position of the Debtors;

     b) analyze the Debtors' business plans, cash flow
        projections, restructuring programs, and other reports
        or analyses prepared by the Debtors or their
        professionals in order to advise the Committee on the
        viability of the continuing operations and the
        reasonableness of projections and underlying
        assumptions;

     c) analyze the financial ramifications of proposed
        transactions for which the Debtors seek Bankruptcy Court
        approval including, but not limited to, DIP financing,
        assumption/rejection of contracts, asset sales,
        management compensation and/or retention and severance
        plans;

     d) analyze the Debtors' internally prepared financial
        statements and related documentation, in order to
        evaluate the performance of the Debtors as compared to
        their projected results on an ongoing basis;

     e) attend and advise at meetings with the Committee, its
        counsel, other financial advisors, and representatives
        of the Debtors;

     f) assist and advise the Committee and its counsel in the
        development, evaluation and documentation of any plan(s)
        of reorganization or strategic transaction(s), including
        developing, structuring and negotiating the terms and
        conditions of potential plan(s) or strategic
        transaction(s) and the consideration that is to be
        provided to unsecured creditors thereunder;

     g) prepare hypothetical orderly liquidation analyses;

     h) perform or review enterprise evaluations in connection
        with the analysis of the Debtors' financial projections
        and business plan;

     i) perform or review valuations, as appropriate and
        necessary, of the Debtors' corporate assets;

     j) render testimony in connection with its services, as
        required, on behalf of the Committee; and

     k) provide such other services, as requested by the
        Committee and agreed by Ernst & Young.

Ernst & Young's current hourly rates are:

     Managing Directors/Principals      $575 - $650 per hour
     Directors                          $475 - $545 per hour
     Vice Presidents                    $375 - $440 per hour
     Associates                         $320 - $340 per hour
     Analysts                           $275 per hour
     Client Service Associates          $140 per hour

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


AMERIPOL SYNPOL: Committee Hires Parente as Financial Advisors
--------------------------------------------------------------
The Official Committee of Unsecured Creditors of Ameripol Synpol
Corporation, sought and obtained permission from the U.S.
Bankruptcy Court for the District of Delaware to retain Parente
Randolph, LLC as Accountants and Financial Advisors to the
Official Committee of Unsecured Creditors.  

The Committee has determined that it would be in its best
interest to retain accountants and financial advisors in this
Chapter 11 case to:

     a) assist the Committee in analyzing the current financial
        position of the Debtor including the books and records
        of the Debtor;

     b) evaluate the Cash Management Systems currently being
        used by the Debtor;

     c) assist the Committee in evaluating the Debtor's
        financial projections and test the reasonableness of the
        assumptions used in developing the same;

     d) analyze and assess the Debtor's business plan and
        evaluate the Debtor's operations;

     e) prepare hypothetical orderly and/or forced liquidation
        analyses;

     f) assist the Committee in analyzing the financial
        ramifications of any proposed transactions for which the
        Debtor may seek Bankruptcy Court approval including, but
        not limited to, potential DIP financing agreements,
        assumption/rejection of executory contracts, management
        compensation and/or retention and severance plans;

     g) evaluate assumption/rejection of executory contracts,
        management compensation and/or retention and severance
        plans;

     h) assist the Committee in its investigation of the acts,
        conduct, assets, liabilities, and financial condition of
        the Debtor, the operation of Debtor business, and the
        desirability of the continuation of such business, and
        any other matters relevant to the case or to the
        formulation of a Plan of Reorganization or Plan of
        Liquidation;

     i) assist and advise the Committee in its analysis of the
        Debtor Statements of Financial Affairs and Schedules of
        Assets and Liabilities;

     j) investigate and analyze on behalf of the Committee the
        Debtor financial operations, related-party transactions
        and accounts, inter-company transfers and asset recovery
        potential;

     k) analyze financial information prepared by the Debtor or
        its accountants and/or financial advisors as requested
        by the Committee including, but not limited to, Debtor
        Monthly Operating Reports, cash flow projections and
        comparisons of actual to projected performance;

     l) assist and advise the Committee and its counsel in the
        development, evaluation and documentation of any Plan of
        Reorganization or Plan of Liquidation, including
        developing, structuring and negotiating the terms and
        conditions of such Plan of Reorganization or Plan of
        Liquidation and the value of consideration that is to be
        provided to unsecured creditors;

     m) assist the Committee in the evaluation of a proposed
        sale, if any, and related procedures under Section 363
        of the Code, including identification of potential
        buyers;

     n) attend and advise at meetings with the Committee and its
        counsel and representatives of the Debtor;

     o) render expert testimony on behalf of the Committee, if
        required; and

     p) provide such other services, as requested by the
        Committee or its counsel from time to time and agreed to
        by Parente.

The Debtor will compensate Parente in their current hourly
rates, which are:

     Principals                     $250 to $370 per hour
     Managers/Senior Associates     $150 to $240 per hour
     Staff                          $100 to $175 per hour
     Paraprofessional               $ 70 to $100 per hour

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


ANC RENTAL: Asks Court to Fix May 9 as Rejection Claims Bar Date
----------------------------------------------------------------
Elio Battista, Jr., Esq., at Blank Rome LLP, in Wilmington,
Delaware, representing ANC Rental Corporation and its debtor-
affiliates in these chapter 11 cases, recounts that on October
30, 2002, the Court entered the Bar Date Order, pursuant to
which any person or entity that held a claim that arose from the
rejection of an executory contract or unexpired lease where the
order authorizing the rejection was dated on or before
November 15, 2002 was required to file a proof of claim based on
a rejection on or before January 14, 2003.  Any person or entity
that held a claim that arose from the rejection of an executory
contract or unexpired lease where the order authorizing the
rejection was dated after November 15, 2002 is required file a
proof of claim on or before a date as the Court may fix.

Mr. Battista reports that subsequent to November 15, 2002, the
Court has entered 18 orders rejecting various leases and
executory contracts under Section 365 of the Bankruptcy Code,
which inadvertently did not include a bar date for the filing of
claims arising from the rejection of a lease or executory
contract.  Consequently, the various parties that were the
subject of the Rejection Orders have not been required to file
their Rejection Claims, if any, by a date certain.

Thus, the Debtors ask the Court to fix May 9, 2003 as the last
day for any Rejection Party who may hold, or who may claim to
hold, a Rejection Claim, to file a proof of claim to Donlin,
Recano & Company, Inc., as Agent for the United States
Bankruptcy Court, Re: ANC Rental Corporation, et al., P.O. Box
2017, Murray Hill Station, New York, NY 10016.

The Debtors further request that any Rejection Party that is
required to file a proof of claim for a Rejection Claim and that
fails to do so on or before the time prescribed:

    -- will not, with respect to the claim, be treated as a
       creditor of the Debtors for the purpose of voting on any
       plan or plans of reorganization for the Debtors;

    -- will not receive or be entitled to receive any payment or
       distribution of property from the Debtors or their
       successors or assigns with respect to the Rejection
       Claim; and

    -- will be forever barred from asserting the Rejection Claim
       against the Debtors.

Mr. Battista believes that the establishment of May 9, 2003 as
the Rejection Damage Claims Bar Date for Limited Claimants in
this case will provide the Rejection Parties with ample time
within which to prepare and file their Rejection Claims. (ANC
Rental Bankruptcy News, Issue No. 29; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


ARCIS CORP: Fin'l Covenant Violation Under Credit Pact Likely
-------------------------------------------------------------
Arcis Corporation announced the following in relation to its
audited financial results for the years ended December 31, 2002
and 2001:

                          HIGHLIGHTS

Despite higher oil and gas prices throughout 2002, oil and gas
companies were cautious and limited their spending in the year.
Highlights include:

     - Arcis remained profitable in 2002 despite a 24% decrease
       in net revenue over the same period in the prior year;

     - Administrative costs decreased 15% in 2002 despite
       unusual non recurring charges totaling $874 thousand,
       which include $484 thousand in restructuring costs.

     - Despite an industry downturn, Arcis achieved record cash
       flows in 2002, reaching $18.5 million, a 22% increase
       over the prior year.

     - Arcis achieved record data library re-sale revenue in
       2002, totaling $6.6 million.

     - Data library net book value rose 35% in 2002.

     - In 2002, Arcis' effective tax rate increased to 34% from
       6% in 2001 due to available tax pools being fully
       utilized in 2001; this increased tax expense resulted in
       decreased profitability in 2002.

                         SURVEYS

Arcis Surveys has continued to achieve success in 2002 with
gross revenue levels reaching $19.8 million. Re-sale revenue was
also at record levels in 2002, reaching $6.6 million compared to
$6.4 million in 2001. The level of re-sale revenue is
attributable to the careful selection of programs which
Arcis has completed combined with the increasing size of the
data library.  Pre-sale revenue increased by $4.4 million in
2002 which was directly attributable to the higher level of
capital spending in the year. In 2003, capital spending is
anticipated to decrease slightly, and as a result, pre-sale
revenue is expected to drop slightly while re-sale revenue is
expected to remain consistent with 2002 levels. Profitability of
the Surveys group decreased in 2002 despite higher revenue
levels due to increased amortization expense compared to the
prior year. As the asset base grows, amortization expense will
continue to increase.

Effective October 1, 2002, management employed a change in
estimate regarding its amortization of the data library. Under
the new guidelines, fifty percent of the cost is amortized in
the year of data acquisition. The remaining fifty percent is
amortized on a straight-line basis over an additional five
years. Management believes that this more conservative estimate
methodology better reflects the estimated useful life of the
assets. Amortization expense recorded for the twelve months
ended December 31, 2002, would have been lower by $164 thousand
using the previous estimate.

There are currently two primary amortization methods employed by
data library companies; the method described above, used by
Arcis, and an alternate method which calculates amortization
based on an estimate of future sales of each program. The
estimated sales method is currently used by many of Arcis'
competitors; management has determined that the straight-line
amortization method is more appropriate to Arcis' data library
since data library re-sales are very difficult to forecast, and
industry sales estimates have not proved to be historically
reliable. The method employed by Arcis is believed to more
accurately match amortization expense to revenues, given the
difficulty in predicting re-sales.

It is management's policy to have the seismic data library
independently evaluated. At June 30, 2002, the estimated fair
market value of the data library was $64 million, as determined
by a firm registered with APEGGA (Association of Professional
Engineers, Geologists, and Geophysicists of Alberta), more than
twice the net book value of the data library. Fair market
price is defined as the highest price that a willing and
knowledgeable seller could expect to obtain from a willing and
knowledgeable purchaser with whom the seller deals at arm's
length. Management therefore believes the carrying value of the
seismic data library at December 31, 2002, is conservative.
There can be no assurance, however, that the fair market price
could be obtained in a single sale transaction. This evaluation
was not updated to December 31, 2002, since additions to the
data library in Q3 and Q4 2002 were not material. It is
management's intention to have the data library evaluated in
June 2003, following completion of significant Q1 and Q2 2003
projects.

                       ACQUISITION

In 2002, the Acquisition group underwent significant change
whereby the group was "right sized" in terms of personnel, crew
availability, and certain equipment. As part of this process,
the number of crews available decreased to three in 2002 as
opposed to seven in 2001. As a result of the decreased crew
capacity and market contraction, gross revenue decreased thirty
five percent in 2002 compared to the prior year. A forty two
percent decrease in net revenue resulted in disappointing
results for this group in 2002. Deteriorating industry
conditions, however, were partially offset by improved
operational efficiencies resulting from the new ARAM Aries
recording system acquired in Q3 2001, improved cost tracking
systems, and a focus on improving organizational effectiveness.
Strong client relationships, and a more diversified client base
also helped to preserve gross margins, which improved to twelve
percent in 2002 from eleven percent in the prior year. Although
commodity prices have risen in early 2003 and analysts expect a
recovery in the industry in 2003, management does not anticipate
a material improvement in the results of the Acquisition
business until early 2004. This is in large part due to a late
start to 2003 winter programs caused by weather and delayed
decision making by exploration companies as well as continued
excess capacity in the seismic acquisition market, which is
adversely impacting prices.

In 2002, the acquisition group underwent an asset
rationalization process which resulted in assets being disposed.
As a result, a $418 thousand gain on the sale of these assets
was realized and is reflected in the 2002 results. Management
will continue to look at the asset base of this group and where
efficiencies can be obtained, assets will be further
rationalized. This gain is considered unusual and accordingly,
readers should consider this gain when evaluating the results of
Acquisition.

The business unit was downsized in 2002, decreasing the number
of full time staff from twenty in late 2001 to thirteen in mid
2002. Despite incurring severance costs of $125 thousand in this
process, a decrease in administrative expenses of forty nine
percent was achieved in comparison to the prior year. The impact
of these cost saving measures will continue to positively affect
profitability of the business unit in 2003.

                          PROCESSING

Although activity levels decreased slightly in 2002, Arcis
Processing realized a two hundred and two percent increase in
pre-tax profitability in 2002. This increase is directly
attributable to lower administrative expense incurred as a
result of effective cost management practices, a reduction in
staff, and reduced charges for third party software licences
resulting from increased dependence on internally developed
software. Included in administrative costs in 2002, is a $125
thousand charge relating to the re-organization of the group.

While profitability increased in 2002, revenue levels decreased
five percent, which is attributable to the slowdown in the
industry in 2002 offset by an expanded client base and service
offering. Management expects revenue levels not to materially
change in 2003 compared to 2002. The restructuring efforts of
2002 will continue to have a positive impact on profitability in
2003.

The processing group achieved a pre-tax return on average assets
of forty four percent compared to sixteen percent in 2001. The
increase in 2002 is a result of increased profitability arising
from the factors noted above.

                      DATA MARKETING

The Data Marketing group experienced disappointing results in
2002. Revenue levels decreased forty seven percent in 2002,
amounting to a $10.4 million reduction in revenue compared to
2001. As a result, profitability also decreased, resulting in a
$122 thousand loss in 2002, compared to net income of $256
thousand in the prior year. The decrease in gross revenue and
operating results in 2002 was primarily due to weak commodity
prices through later 2001, which continued into 2002, resulting
in reduced exploration spending by oil and gas companies in
2002. In addition, the lower activity levels in this group were
also due to the high volume of data library cards sold by
competitors in 2000 and 2001 which has significantly affected
the market for brokered 2D vintage data in the short term. Early
indicators have caused management to have renewed optimism for
this business in 2003, however the financial results will be
closely monitored and action will be taken to minimize losses if
sustainable profitability does not occur.

                         CORPORATE

Corporate administrative expense increased by $211 thousand or
eight percent in 2002 compared to the prior year. The increase
was the result of restructuring charges totaling $229 thousand,
an unusual charge for the    write-down of the Helistaker Canada
Ltd. promissory note totaling $190 thousand, and legal and
professional costs relating to discontinued merger discussions
with an industry competitor of $200 thousand. Management does
not expect to have these significant unusual items in 2003.
These charges were partially offset by cost reduction
initiatives; the impact of these efforts, combined with cost
savings obtained through decreasing Corporate staffing will be
evident in 2003.

Company-wide depreciation expense increased seven percent in
2002, which was a direct result of the Aries Aram acquisition in
late 2001 and the addition of new processing hardware and
software totaling approximately $770 thousand in 2002.
Management does not expect depreciation expense to differ
significantly from 2002 as capital asset expenditures are  
expected to remain at 2002 levels.

Arcis' interest expense increased by fourteen percent over the
prior year resulting from a $3.5 million debt facility secured
in 2002 with Roynat Capital. Furthermore, debt financing was
obtained mid-year in 2001 to finance the purchase of the Aram
Aries recording system; interest on this loan accrued during the
full year in 2002 compared to a partial year in 2001. The  
increased interest incurred on long term debt was offset by
decreased short term borrowings resulting from the improved
timeliness of payments by clients.

Income tax expense increased by $961 thousand in 2002 compared
to 2001 due to the availability of tax pools in the prior year.

In 2002, Arcis adopted the new Canadian accounting standards
relating to business combinations, goodwill, and other
intangible assets. Under the new standard, goodwill is no longer
amortized, but is tested for impairment at least annually.
Goodwill impairment is deemed to exist if the net book value of
a reporting unit exceeds the estimated fair value.

Arcis acquired goodwill on two acquisitions prior to 2001,
amounting to $2.3 million. As required, the Corporation
completed its assessment of the potential impairment of
goodwill, and concluded that it was impaired at January 1, 2002.
As a result, Arcis recorded a charge to opening retained
earnings of $2.3 million, without restatement to prior periods.
In calculating the impairment charge, the fair value of the
impaired reporting unit was estimated using a multiple of
earnings approach.

                    CAPITAL RESOURCES

At December 31, 2002, Arcis had a working capital deficit of
$3.2 million compared to a deficit of $2.0 million at December
31, 2001. Pursuant to the new accounting standard relating to
the classification of long-term debt which became effective
January 1, 2002, Arcis has included the full amount of its long
term debt facilities that have a demand repayment feature as a
current liability. At December 31, 2002, the working capital
deficit, including only debt due within one year, is $1.4
million, compared to $2.0 million at December 31, 2001. Arcis'
working capital deficit arose due to Arcis' growth and continued
investment in the data library.

Management recognizes that the current working capital levels
need to be further strengthened. To continue improvement of
working capital, management will continue to exercise prudence
when making capital spending decisions, balancing growth with
capital stewardship. In 2003, management intends to spend $17
million on data library capital expenditures.

For the year ended December 31, 2002, Arcis achieved record
cashflows from operations of $18.5 million. The growth of the
company has in large part been funded through the re-investment
of cash flow. To ensure that Arcis has the necessary financing
to support its operations, the company has an operating credit
facility of up to a maximum of $13 million. The advances under
the credit facility cannot exceed seventy five percent of  
accounts receivable, excluding balances over 90 days. At
December 31, 2002, advances under the operating credit facility
were $nil (2001- $4.7 million).

Management is aware that in order to sustain growth levels, the
company will need to raise capital in order to improve working
capital levels. It is anticipated that the company will raise
capital in 2003, by either new debt financing or through equity.

Arcis had a debt (current and long-term portions of long-term
debt, capital leases and convertible debentures) to equity ratio
of 0.74:1 at December 31, 2002 compared to 0.66:1 at December
31, 2001.

Arcis was in compliance with all of the financial covenant
requirements of its lenders at December 31, 2002. However, based  
on current projections, the Corporation may not be in
compliance, with respect to working capital covenants of its
subordinate lenders, during 2003. In the absence of a waiver or
change in these covenants, the Corporation might find it
necessary to secure alternative financing.

Arcis entered into a proposed agreement in May 2002 to revise
the terms of its $5 million convertible debenture held by HSBC
Capital (Canada) Inc. The proposed amendment was approved by
Arcis shareholders on June 26, 2002. At March 2003, the
debenture has not yet been amended because of a disagreement
over the alignment of financial covenants with those of Arcis'
senior lender.

                           OUTLOOK

Arcis' success and ability to continue its growth is largely
contingent on the spending patterns of oil and gas companies.
Although oil and gas commodity prices were at optimal levels in
2002, exploration spending lagged that of previous years.
Uncertainty in capital markets, merger integration issues in the
oil patch, and the formation of many new income trusts all
contributed to restraint amongst oil and gas producers in
Canada. With a potential supply crisis for natural gas looming,
industry fundamentals would suggest an outstanding exploration
year in 2003. The Gulf war and capital market trepidation
however, may continue to cause exploration companies to exercise
caution in their capital decisions. As a result, we anticipate a
similar year in 2003 compared to 2002 in terms of revenue and
overall financial performance. The cost reduction and efficiency
initiatives introduced in 2002, however, are anticipated to
result in improved profitability in 2003. Data library
expenditures are planned at approximately $17 million, the
majority of which will occur in the first and second quarter
of 2003. These expenditures will be focused in North East
British Columbia and Central Alberta. Other capital expenditures
are expected to be minimal in 2003.

Due to weather conditions in Western Canada, there was a late
start to the winter 2003 seismic acquisition activity and, as a
result, as in 2002, the winter peak period is expected to
continue through April. Arcis' operations may be adversely
effected if there is an early spring thaw.

Management will continue to seek merger or consolidation
opportunities that could facilitate balance sheet health and
enhance growth prospects.

Over the past three years, Arcis has achieved a higher average
return on equity than an average of the Toronto Stock Exchange
Oil and Gas Service Index (OGSX) companies; Arcis has averaged a
fifty four percent higher return on equity compared to the
average return on equity for the these companies. It is
management's goal to continue to outperform this benchmark.

Arcis Corporation is the only Canadian, publicly traded company
to offer integrated seismic services. Arcis strategically
utilizes its four operating divisions - Arcis Surveys, Arcis
Geophysical, Arcis Processing and Arcis Data - to enable the
growth and financial return on its investment in the seismic
data library. By using its in-house services to create, own and
sell seismic data, Arcis lowers its cash investment by paying
cost instead of retail prices to third party contractors, and
Arcis controls the costs while maintaining quality of the data,
which increases the potential for re-sale, and the life and
value of the data. In addition to the ownership of seismic data,
Arcis' Geophysical, Processing and Data divisions provide both
bundled and individual seismic services to oil and gas
companies.


AT&T CANADA: Completes C$6M Transat Telecom Services Expansion
--------------------------------------------------------------
AT&T Canada Inc., Canada's largest competitor to the incumbent
telecom companies, completed implementation of expanded telecom
services for Quebec-based Transat AT Inc., valued at more than
CDN $6 million over three years.

The services include Toll-free, Long Distance and Local services
as well as a Global Data Network (Business IP Service based on
MPLS technology) for Transat's locations across Canada, in the
United States and France. The network is provided by AT&T Canada
in conjunction with its international carrier partners.

The solution provided by AT&T Canada helps Transat achieve its
goal of centralizing telecom services for its subsidiaries and
affiliated companies. Through these subsidiaries and affiliates,
Transat is active in every aspect of the organization and
distribution of holiday travel.

"As a long-time customer of AT&T Canada, we have always been
impressed by the quality of their network solutions and by the
expertise and strong customer focus they bring to our business,"
said Jean Marc Belisle, Vice President and Chief Information
Officer, Transat. "With this contract, AT&T Canada has helped us
to achieve cost savings in a challenging travel market by
providing a one-stop solution for our telecom needs."

"We are very proud of our long and significant relationship with
Transat," said John MacDonald, President and COO, AT&T Canada.
"We are pleased that we have once again been able to help a
customer meet their business goals by offering the value-added
services and support they have come to expect of our Company."

For more information about AT&T Canada's products and services,
visit the company's Web site at http://www.attcanada.com

AT&T Canada is the country's largest competitor to the
incumbent telecom companies. With over 18,700 route kilometers
of local and long haul broadband fiber optic network, world
class managed service offerings in data, Internet, voice and IT
Services, AT&T Canada provides a full range of integrated
communications products and services to help Canadian businesses
communicate locally, nationally and globally.

Transat A.T. Inc., with its head office in Montreal is an
integrated company specializing in the organization, marketing,
and distribution of holiday travel. The core of its business
consists of tour operators in Canada and France. Transat is also
involved in air transportation and value-added services offered
at travel destinations as well as in distribution through travel
agency networks. Transat A.T. Inc., is a public corporation
listed on the Toronto Stock Exchange (TSE:TRZ).

                        *   *   *

As previously reported in the February 27, 2003, issue of the
Troubled Company Reporter, AT&T Canada Inc., announced that the
Ontario Superior Court of Justice and the U.S. Bankruptcy Court
have both approved the Company's Restructuring Plan at hearings
held Tuesday. Having secured the necessary creditor and court
approvals, AT&T Canada expects to emerge from CCAA proceedings
on April 1, 2003, as an independent company, with positive cash
flow and net income, and no long-term debt.

AT&T Canada Inc.'s 7.650% bonds due 2006 (ATTC06CAR1) are
trading at about 21 cents-on-the-dollar, says DebtTraders. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=ATTC06CAR1
for real-time bond pricing.


AVON PRODUCTS: Will Webcast Investor Meeting on Friday
------------------------------------------------------
Avon Products, Inc. (NYSE: AVP) Chairman and CEO, Andrea Jung,
and President and COO, Susan Kropf, as well as other members of
senior management, will provide an update on the company's
strategies and outlook for its business at a company-hosted
investor meeting in New York on Friday, March 28, 2003, from
9:00 a.m. until 12:30 p.m.

Avon will webcast the investor meeting live through its Web site
at http://www.avoninvestor.comand the program will be archived  
on the site following the meeting.

Avon is the world's leading direct seller of beauty and related
products, with $6.2 billion in annual revenues. Avon markets to
women in 143 countries through 3.9 million independent sales
Representatives. Avon product lines include such recognizable
brand names as Avon Color, Anew, Skin-So-Soft, Advance
Techniques Hair Care, beComing and Avon Wellness. Avon also
markets an extensive line of fashion jewelry and apparel. More
information about Avon and its products can be found on the
company's Web site http://www.avon.com

As previously reported, Avon Products' September 30, 2002,
balance sheet shows a total shareholders' equity deficit of
about $62.5 million.


BOFA COMMERCIAL: S&P Assigns Low-B Ratings to 6 Note Classes
------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Banc of America Commercial Mortgage Inc.'s $1.03
billion commercial mortgage pass-through certificates series
2003-1.

The preliminary ratings are based on information as of March 24,
2003. Subsequent information may result in the assignment of
final ratings that differ from the preliminary ratings.

The preliminary ratings reflect the credit support provided by
the subordinate classes of certificates, the liquidity provided
by the fiscal agent, the economics of the underlying mortgage
loans, and the geographic and property-type diversity of the
loans. Classes A-1, A-2, B, and C are being offered publicly.
The remaining classes will be offered privately. Standard &
Poor's analysis determined that, on a weighted average basis,
the pool has a debt service coverage ratio of 1.63x, a beginning
loan-to-value (LTV) ratio of 84.1%, and an ending LTV of 72.8%.

Unless otherwise indicated, pool statistics include only the A
notes of the six A/B loans and the senior components of the two
component loans, with the exception of the Wellbridge Portfolio
loan, which includes only the $25.5 million A-1 note of the
three participated A notes (A-1, A-2, A-3). The six B notes of
the A/B loans (with the exception of Wellbridge Portfolio B
note) and the remaining Wellbridge Portfolio A notes (A-2 and
A-3, totaling $32.9 million) are being held outside the trust.
The unpooled subordinate interests of the two component loans
are being held within separate REMICs within the trust and the
Wellbridge Portfolio B note is being held within the trust.

                PRELIMINARY RATINGS ASSIGNED
   
          Banc of America Commercial Mortgage Inc.
     Commercial mortgage pass-thru certs series 2003-1
   
     Class              Rating              Amount ($)
     A-1                AAA                339,344,651
     A-2                AAA                506,232,605
     B                  AA                  34,855,857
     C                  AA-                 12,909,576
     D                  A                   24,528,195
     E                  A-                  11,618,619
     F                  BBB+                11,618,619
     G                  BBB                 11,618,619
     H                  BBB-                10,327,661
     J                  BB+                 21,946,280
     K                  BB                   7,745,746
     L                  BB-                  6,454,788
     M                  B+                   6,454,788
     N                  B                    5,163,831
     O                  B-                   3,872,872
     P                  N.R.                18,073,408
     XC                 N.R.                       N/A
     XP-1               N.R.                       N/A
     XP-2               N.R.                       N/A
   
            N.R. -- Not rated.
            N/A  -- Not applicable.


BUDGET GROUP: Continuing Use of Amended Cash Management System
--------------------------------------------------------------
Budget Group Inc., and its debtor-affiliates obtained the
Court's authority to continue using their Amended Cash
Management System.

As previously reported, pursuant to the Asset and Stock Purchase
Agreement, Cherokee acquired "all bank accounts and lock-box
accounts related to the Acquired Business or held by any
Acquired Company," which included substantially all of Budget
Group Inc., and its debtor-affiliates' bank accounts located in
the United States, Canada, the Caribbean, Latin America, and the
Asia-Pacific Region.   Certain accounts related to the Debtors'
retained Europe, Middle East and Africa Operations have remained
property of the Debtors' estates.

The Debtors have also established these accounts with Harris
Trust & Saving Bank, each of which is held in the name of the
BRAC Group, Inc.:

    -- a "General Account";

    -- a "Tax Reserve Account"; and

    -- a segregated interest bearing account from which cure
       costs arising on or prior to the Closing will paid, as
       required by the Sale Order -- the Cure Reserve Account.

These New Accounts have each been established as a "Debtor-in-
Possession" account in compliance with Local Bankruptcy Rule
1007-2(a) and the guidelines established by the United States
Trustee.

Since the closing of the North American Sale, the Debtors now
maintain a more significantly streamlined cash management system
than the one maintained prior to the Closing.  The Debtors
believe that the Amended Cash Management System is appropriately
tailored to the ongoing needs and obligations of the estates.

The Amended Cash Management System outside of the U.S. -- held
through the debtor subsidiary BRACII -- remains similar to the
structure described in the Initial Cash Management Motion.  The
Debtors currently maintain seven accounts in the U.K. and two
accounts in Switzerland. BRACII's accounts in the U.K. are held
with HSBC Holdings PLC and facilitate the receipt and
disbursement of funds between BRACII and its non-debtor
subsidiaries and franchisees throughout the world.  BRACII's
accounts in Switzerland are held by UBS AG.  The main Swiss
account is being used to process receipts and disbursements from
BRACII's vehicle rental operations in Switzerland, while the
other Swiss account is used to facilitate Swiss payroll
disbursements.

The Amended Cash Management System was created and implemented
by the Debtors' management in the exercise of their business
judgment and in compliance with the Sale Order.  In addition, it
is similar to those commonly employed by corporate enterprises
comparable to the Debtors in size and complexity. (Budget Group
Bankruptcy News, Issue No. 17; Bankruptcy Creditors' Service,
Inc., 609/392-0900)   


CANWEST MEDIA: Creditors Okay Amendments to Sr. Credit Facility
---------------------------------------------------------------
CanWest Global Communications Corp., announced that senior
lenders to CanWest Media Inc, a wholly owned subsidiary,
have approved a number of amendments to its Senior Credit
Facility. Under the amended terms of its Senior Credit Facility,
the senior secured debt to cash flow covenant threshold required
before CanWest Media will be permitted to repay junior debt has
been amended from 3.0x to 3.5x. As well, the interest coverage
ratio has been amended to 1.75x through May 31, 2004, increasing
to 2.0x thereafter. These amendments reflect the Company's
improving credit profile and provide CanWest with increased
flexibility to retire junior subordinated debt issued to
Hollinger in November 2000.

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

                         *     *     *

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

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


CAPITAL REALTY: Liquidation Plan Completion Still Uncertain
-----------------------------------------------------------
Capital Realty Investors-85 Limited Partnership is a limited  
partnership which was formed under the Maryland Revised Uniform
Limited Partnership Act on December 26, 1984.  On November 11,
1985, the  Partnership commenced offering Beneficial Assignee
Certificates (BACs) for 60,000 units of limited partner interest
through a public offering which was managed by Merrill Lynch,
Pierce, Fenner and Smith,  Incorporated.  The Partnership had an
initial closing on December 27, 1985 and closed the offering on
July 19, 1986, with a total of 21,200 BACs. As of December 31,
2002, 42 BACs had been abandoned.

The General Partners of the Partnership are C.R.I., Inc., which
is the Managing General Partner, and  current and former
shareholders of CRI. Services for the Partnership are performed
by CRI, as the  Partnership has no employees of its own.

The Partnership was formed to invest in real estate, which is
the Partnership's principal business  activity, by acquiring and
holding a limited partner interest in limited partnerships.  The
Partnership originally made investments in eight Local
Partnerships.  As of December 31, 2002, the Partnership  
retained investments in four Local Partnerships.  

As of December 31, 2002, the Partnership had approximately 1,600
investors who hold a total of 21,158 BACs which were originally
sold for the aggregate amount of $21,158,000.  The Partnership
originally made  investments in eight Local Partnerships, of
which four remain at December 31, 2002. The Partnership's
liquidity, with unrestricted cash resources of $3,913,467 as of
December 31, 2002, along with anticipated future cash
distributions from the Local Partnerships, is expected to be
adequate to meet its current and  anticipated operating cash
needs. The Partnership's remaining obligation with respect to
its investment in Local Partnerships of $174,600, excluding
purchase money notes and accrued interest, is not in excess of
its capital resources.  The Partnership paid $575,000, in
January 2001, to purchase the interest of the unrelated Local
General Partner in Semper Village and provide funds to pay off a
purchase money note.

During 2002 and 2001, the Partnership received cash
distributions of $413,835 and $651,449, respectively, from the
Local Partnerships.

The Partnership's obligations with respect to its investments in
Local Partnerships, in the form of purchase money notes having
an aggregate principal balance of $873,000 plus aggregate
accrued interest of $1,744,649 as of December 31, 2002, are
payable in full upon the earliest of: (i) sale or refinancing of
the respective Local Partnership's rental property; (ii) payment
in full of the respective Local Partnership's permanent loan; or
(iii) maturity. The purchase money note related to the Paradise
Associates, L.P. (Paradise  Foothills) property, in the
principal amount of $230,000, matured on January 30, 1996, but
has not been paid or extended.  In September 2001, the two
purchase money notes related to Willow Creek II Limited  
Partnership (Willow Creek II), in the aggregate principal amount
of $1,475,000, were paid off at a  discount.  The purchase money
note related to Mesa Partners Limited Partnership (The Pointe),
in the principal amount of $643,000, matures on June 30, 2003.

The purchase money notes, which are nonrecourse to the
Partnership, are generally secured by the  Partnership's
interest in the respective Local Partnerships.  There is no
assurance that the underlying  properties will have sufficient
appreciation and equity to enable the Partnership to pay the
purchase money notes' principal and accrued interest when due.
If a purchase money note is not paid in accordance with its
terms, the Partnership will either have to renegotiate the terms
of repayment or risk losing its  partnership interest in the
respective Local Partnership.

The Partnership's inability to pay certain of the purchase money
note principal and accrued interest balances when due, and the
resulting uncertainty regarding the Partnership's continued
ownership interest in the related Local Partnerships, does not
adversely impact the Partnership's financial condition because
the purchase money notes are nonrecourse and secured solely by
the Partnership's interest in the related Local Partnerships.  
Therefore, should the investment in any of the Local
Partnerships with matured or maturing  purchase money notes not
produce sufficient value to satisfy the related purchase money
notes, the Partnership's exposure to loss is limited because the
amount of the nonrecourse indebtedness of each of
the matured or maturing purchase money notes exceeds the
carrying amount of the investment in, and advances to, each of
the related Local Partnerships.  Thus, even a complete loss of
the Partnership's interest in one of these Local Partnerships
would not have a material adverse impact on the financial
condition of the Partnership.  However, since these notes remain
unpaid, the noteholders may have the right to foreclose on the
Partnership's interest in the related Local Partnerships. In the
event of a foreclosure, the excess of the nonrecourse
indebtedness over the carrying amount of the Partnership's
investment in the related Local Partnership would be deemed
cancellation of indebtedness income, which would be taxable to
Limited Partners at a federal tax rate of up to 38.6%.
Additionally, in the event of a foreclosure, the Partnership
would lose its investment in the Local Partnership and,
likewise, its share of any future cash flow distributed by the
Local Partnership from rental operations, mortgage debt
refinancings, or the sale of the real estate.

The Managing General Partner has received consent from a
majority of BAC Holders for the liquidation of the Partnership.  
It is anticipated that the Partnership's obligations would be
retired in conjunction with such Liquidation.  However, the
Liquidation is the subject of a pending lawsuit. The Partnership
has agreed to take no action to implement the Liquidation
pending the trial court's decision on the Managing General  
Partner's Motion to Dismiss.  There can be no assurance that the
Liquidation will be completed pursuant to the Plan of
Liquidation and Dissolution.

The Managing General Partner currently intends to retain all of
the Partnership's remaining undistributed cash for the possible
repayment, prepayment or retirement of the Partnership's
outstanding purchase money notes related to the Local
Partnerships and its Plan of Liquidation, and for operating cash
reserves.  No distributions were declared or paid by the
Partnership during 2002 or 2001.


CELLSTAR CORP: Sells Netherlands Operations for $2 Million
----------------------------------------------------------
CellStar Corporation (Nasdaq: CLST), a value-added wireless
logistics services leader, said that, as a result of its overall
plan to reposition its operations, it has sold its Netherlands
operation.  Under the terms of the transaction, which closed
last Friday, CellStar received approximately $1.8 million in
cash at closing and will receive an additional $0.2 million once
the Company has satisfied certain requirements.  The buyers have
assumed all trade and financial liabilities.

"The Netherlands is a relatively small operation and since we
have minimal presence in Europe, we feel that this business will
be best served by selling the operation to local investors,
which includes our former management team," said Robert Kaiser,
Senior Vice President and Chief Financial Officer. "Improving
stockholder value is our top priority in 2003, and the sale of
The Netherlands will allow management to focus on markets that
will provide greater opportunity for our stockholders."

Prior to the sale, the Netherlands operation secured a local
revolving credit facility of approximately $6.5 million.  At
February 28, 2003, the local operation had borrowed $4.7 million
under this facility, $3.2 million of which was used to pay
intercompany loans and management fees.  Including the $1.8
million realized as a result of the sale, a total of $5.0
million in cash has been transferred to date from the operation
in the Netherlands to CellStar.  CellStar will record a loss of
approximately $1.0 million in the first quarter as a result of
this transaction.

CellStar Corporation is a leading global provider of
distribution and value-added logistics services to the wireless
communications industry, with operations in Asia-Pacific, North
America, Latin America and Europe.  CellStar facilitates the
effective and efficient distribution of handsets, related
accessories and other wireless products from leading
manufacturers to network operators, agents, resellers, dealers
and retailers.  In many of its markets, CellStar provides
activation services that generate new subscribers for its
wireless carrier customers.  For the year ended November 30,
2002, the Company generated revenues of $2.2 billion.  
Additional information about CellStar may be found on its Web
site at http://www.cellstar.com

                         *    *    *

As previously reported in Troubled Company Reporter, Standard &
Poor's lowered its corporate credit rating on CellStar Corp., to
'SD' (selective default) from 'CCC-' and removed its ratings
from CreditWatch, where they had been placed with negative
implications on Sept. 6, 2001.

At the same time, Standard & Poor's lowered its rating on the
subordinated debt to 'D' for the distributor of wireless
communications products. As of Aug. 31, 2001, total outstanding
debt was about $200 million.


CHAMPIONLYTE: Says It's Ahead of Restructuring Plan Schedule
------------------------------------------------------------
ChampionLyte Products, Inc., (OTC Bulletin Board: CPLY) is in
the final stages of negotiations with a former Snapple executive
to head up the Company's soon-to-be-formed beverage division
which will become the exclusive manufacturer and distributor of
ChampionLyte(R), the first completely sugar-free entry into the
multi-billion dollar isotonic sports drink market.

Acting Interim Chief Operating Officer, Marshall Kanner, said
one of the initial goals of his interim management team was to
secure the services of an industry veteran to assist the Company
through the restructuring and subsequent re-launch of
ChampionLyte(R). Kanner said they hope to finalize that
agreement within the next week.

Kanner also said that the Company has negotiated hundreds of
thousands of dollars in reductions of liabilities with vendors
and creditors and hopes to reach a satisfactory settlement of
the long-term litigation with Sara Lee Corp (NYSE: SLE)
concerning the product name and licensing.

"The Company has been involved in a very lengthy and costly
legal battle with Sara Lee Corp. concerning the name
ChampionLyte(R)," Kanner said. "We're extremely confident that
we will soon reach an agreement with the Chicago-based multi-
national that will be satisfactory to all parties."

Sara Lee Corp., owns Champion Products and the rights to the
name Champion as it relates to products that are associated with
sports. Approximately two years ago, Sara Lee initiated a
trademark infringement lawsuit that has put a financial strain
on the company.

"We're working diligently to create greater shareholder value
and we truly appreciate the patience and support of every
shareholder," Kanner said.

ChampionLyte Products, Inc., is a fully reporting public company
whose shares are quoted on the OTC Bulletin Board under the
trading symbol CPLY. Its primary product, ChampionLyte(R) is the
first completely sugar-free entry into the isotonic sports drink
market.

At September 30, 2002, Championlyte Products' balance sheet
shows a working capital deficit of about $1 million and a total
shareholders equity deficit of about $9 million.


CHIQUITA BRANDS: Leon G. Cooperman Discloses 5.2% Equity Stake
--------------------------------------------------------------
Leon G. Cooperman may be deemed the beneficial owner of
2,079,400 shares of the common stock of Chiquita Brands
International, Inc., which constitutes approximately 5.2% of the
total number of shares outstanding. This is based on the
Company's Form 10-Q for the quarterly period ended September 30,
2002 which reflected 39,822,371 Shares outstanding as of
October 31, 2002.

Mr. Cooperman's holding consists of 665,000 shares owned by
Capital LP; 40,300 shares owned by Institutional LP; 50,200
shares owned by Investors; 87,100 shares owned by Equity LP;
451,900 shares owned by Overseas; and 784,900 shares owned by
the Managed Accounts.

Mr. Cooperman is the Managing Member of Omega Associates,
L.L.C., a limited liability company organized under the laws of
the State of Delaware.  Associates is a private investment firm
formed to invest in and act as general partner of investment
partnerships or similar investment vehicles.  Associates is the
general partner of four limited partnerships organized under the
laws of Delaware known as Omega Capital Partners, L.P., Omega
Institutional Partners, L.P., Omega Capital Investors, L.P., and
Omega Equity Investors, L.P.  These entities are private
investment firms engaged in the purchase and sale of securities
for investment for their own accounts.

Mr. Cooperman is the President and majority stockholder of Omega
Advisors, Inc., a Delaware corporation, engaged in providing
investment management services and is deemed to control said
entity.  Advisors serves as the investment manager to Omega
Overseas Partners, Ltd., a Cayman Islands exempted company, with
a business address at British American Tower, Third Floor,
Jennrett Street, Georgetown, Grand Cayman Island, British West
Indies.  Mr. Cooperman has investment discretion over portfolio
investments of Overseas and is deemed to control such
investments.

Advisors also serves as a discretionary investment advisor to a
limited number of institutional clients. As to the shares owned
by the Managed Accounts, there would be shared power to dispose
or to direct the disposition of such shares because the owners
of the Managed Accounts may be deemed beneficial owners of such
shares pursuant to Rule 13d-3 under the Act as a result of their
right to terminate the discretionary account within a period of
60 days.

Mr. Cooperman is the ultimate controlling person of Associates,
Capital LP, Institutional LP, Investors LP, Equity LP, and
Advisors.

As a result of the above discretionary powers, Mr. Cooperman has
sole power to vote, or to direct the vote of, and sole power to
dispose or direct the disposition of, 1,294,500 shares.  Shared
voting and dispositive power remains with 784,900 shares.


CLOUD CANYON: Case Summary & Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Cloud Canyon Ranch, Inc.
        12540 E. FM 1431
        Marble Falls, Texas 78654

Bankruptcy Case No.: 03-11380

Type of Business: The Debtor is a recreational ranch.

Chapter 11 Petition Date: March 21, 2003

Court: Western District of Texas (Austin)

Judge: Frank R. Monroe

Debtor's Counsel: Charles T. Phillips, Esq.
                  2018 Castlewind
                  League City, TX 77571
                  Tel: 832 309 1345

Estimated Assets: $1 to $10 Million

Estimated Debts: $1 to $10 Million

A. Debtor's Unsecured Priority Creditors:

Entity                                            Claim Amount
------                                            ------------
Internal Revenue Service Special Procedures         $1,200,000
Bankruptcy Section 5022HOU
1919 Smith St.
Houston, TX 77002

Burnet County Appraisal                                 $8,906      
District

B. Debtor's Unsecured NonPriority Creditors:

Entity                                            Claim Amount
------                                            ------------
Hope Animal Clinic                                      $7,557

Texaco                                                  $6,192

Guy Stoops Quarter Horses                               $2,200

Crownover Feed Store                                    $1,753

Capital One                                               $152

            
CONSECO INC: Committee Hires Greenhill and Houlihan as Advisors
---------------------------------------------------------------
Since August 2002, the Official Committee of Unsecured Creditors
of the Conseco Holding Company Debtors has been engaged in
negotiations for a consensual and comprehensive restructuring
the Debtors' indebtedness and outstanding equity.  The
negotiations culminated in an agreement in principle, which is
the foundation of the Plan filed with the Court on January 31,
2003.

Prior to the Petition Date and through the Committee
appointment, Greenhill & Co. acted as financial advisors for the
Unofficial Bank Committee while Houlihan, Lokey, Howard & Zukin
acted as financial advisors for the Unofficial Bondholder
Committee. Prior to Committee formation, several members
consulted Greenhill and Houlihan on Conseco-related matters.

Thus, the Committee seeks the Court's authority to retain both
Greenhill and Houlihan as financial advisors.

Bonnie Steingart, Esq., at Fried, Frank, Harris, Shriver &
Jacobson, in New York City, explains that retaining both
Greenhill and Houlihan is necessary because the Committee
represents two major creditor constituencies: banks and
bondholders.  However, both firms understand that their duty is
to maximize value, which will benefit all unsecured creditors.

It would be costly to the Debtors' estate to hire an independent
new financial advisor because it would consume scarce resources
to adequately educate a new financial advisor to make a
meaningful contribution in these Cases.  A delay in the process
could have a negative impact on the Debtors' ability to
reorganize.

In addition, Ms. Steingart says, since the Committee is
retaining two financial advisors, it will forego retention of an
accounting firm or actuary to assist in the analysis of the
Plan.  Joint retention is also justified because rejection of
the prepetition Engagement Letters would give rise to rejection
damages.  Since the Greenhill Engagement Letter was executed by
both Conseco and CIHC, the resulting claim would be entitled to
receive a 100% recovery under its treatment in the Plan.

As financial advisors, Greenhill and Houlihan will:

   a) advise and assist the Committee in evaluating the Debtors'
      assets and liabilities;

   b) advise and assist the Committee's analysis and review of
      the Debtors' financial and operating statements;

   c) advise and assist the Committee in its analysis of the
      Debtors' forecasts and business plans;

   d) advise and assist the Committee in its assessment of the
      issues and options on the Debtors' asset sales and the
      Plan;

   e) advise and assist the Committee in assessing a proposed
      transaction;

   f) advise and assist the Committee in its claims resolution
      process and distributions;

   g) prepare and analyze transactions with various
      constituencies;

   h) evaluate the Debtors' debt capacity based on projected
      cash flows;

   j) analyze a proposed capital structure for the Debtors;

   k) assist the Committee in negotiations with the Debtors or
      any groups affected by the restructuring;

   l) monitor the Debtors' ongoing performance;

   m) provide testimony on the foregoing when requested; and

   n) provide specific valuation or other financial analyses as
      requested.

Both firms have already provided considerable services in these
cases and have become familiar with many aspects of the Debtors.
Greenhill's and Houlihan's knowledge of the Debtors, their
businesses and capital structure will not be easily replaced
without the expenditure of money and time.

Greenhill will be paid a $150,000 monthly cash advisory fee.  If
a Restructuring is consummated, Greenhill will be paid a
$3,500,000 cash fee.  Greenhill received $550,000 for advisory
fees prepetition.  Greenhill is holding a $15,462 deposit made
by the Debtors prepetition, which will be applied to the firm's
out-of-pocket expenses.  In a postpetition Engagement Letter,
Restructuring is defined as any recapitalization of Conseco's
equity or debt securities, pursuant to any financial transaction
or Plan, as long as Conseco is independent of government
control.

On the other hand, Houlihan will be paid a $175,000 monthly
advisory fee in advance.  If a Transaction is completed,
Houlihan will be paid a fee in cash equal to 0.50% of the
consideration received by all Bondholders.  In their engagement
letter, a Transaction is defined as a purchase of the Company in
any form, any transfer of all assets or the confirmation of a
Plan.

Michael Kramer, Managing Director of Greenhill & Co., relates
that Greenhill is a nationally recognized investment
banking/financial advisory firm with three offices worldwide and
more than 100 professionals.  Greenhill provides investment
banking, financial advice and financial restructuring services,
where it is one of the leading investment banks to debtors,
bondholders, secured and unsecured creditors and acquirers, both
inside and outside bankruptcy.

Alex P. Montz, Esq., at Mayer, Brown, Rowe & Maw, in Chicago,
Illinois, relates that Houlihan is a leading international
investment bank providing services related to mergers,
acquisitions, financing corporate alliances, financial
restructuring and financial opinions.  Houlihan employs over 500
professionals in nine offices in the U.S. and U.K.

Greenhill researched its client database to locate individuals
and entities that may indicate a materially adverse interest to
the Debtors' estate or creditors in these cases.  Greenhill has
relationships with entities in matters unrelated to these
Chapter 11 cases, but none pose a conflict of interest
situation.

Bradley C. Greer, a director at Houlihan, assures the Court that
the firm is a "disinterested person" as defined in Section
101(14) of the Bankruptcy Code.  Prior to the Petition Date,
Houlihan received $954,323 in compensation and reimbursement
from the Ad Hoc Committee.

                      TOPrS Committee Objects

On behalf of the Official Committee of Trust Originated
Preferred Debt Holders, Daniel R. Murray, Esq., at Jenner &
Block, Chicago, tells Judge Doyle that Houlihan and Greenhill
are not disinterested and are not eligible to be employed by the
Creditors' Committee.  Both Applications mention the
considerable prepetition work the firms provided for the
respective constituencies.  Also, the Applications assert that
unless Houlihan and Greenhill are retained, they will have
significant prepetition claims for rejection damages against the
Debtors based upon prepetition Engagement Letters.  Instead of
explaining why two financial advisors are needed when the
Creditors' Committee already negotiated and supports the
Debtors' Plan, the Committee cites the consequences of rejection
damage claims as the main reason why the Applications should be
granted.  However, because Houlihan and Greenhill have claims
against the Debtors, they are not "disinterested persons" as
required by Section 327(a).

The Applications were filed two months after the Creditors'
Committee was formed and seeks to have the financial advisors'
employment effective nunc pro tunc as of January 3, 2003.  There
is no explanation why the Applications were not filed earlier,
and no information as to what -- if anything -- the financial
advisors have been doing during this time to warrant a combined
$650,000 check.  With no explanation forthcoming, employment
should be retroactive no earlier than the Application date.

Houlihan and Greenhill may have done a wonderful job for their
clients -- the Plan, which is the result of prebankruptcy
negotiations -- is very favorable to the Lenders and
Noteholders. The financial advisors surely earned a hefty fee
for negotiating such a lucrative deal for their clients.  But
this does not mean the Debtors estates should pay for their
services as a cost of the administration of these bankruptcy
cases.  The Lenders and Noteholders, rather than Conseco, should
pay Greenhill and Houlihan.  This is especially true since the
Creditors' Committee supports the Plan and surely does not need
independent analyses from financial advisors to inform it of the
facts. (Conseco Bankruptcy News, Issue No. 14; Bankruptcy
Creditors' Service, Inc., 609/392-0900)   

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


COVANTA ENERGY: Earns Approval of Bond Refinancing Agreement
------------------------------------------------------------
On November 16, 1990, Northeast Maryland Waste Disposal
Authority and Covanta Montgomery entered into a service
agreement, which provided, among other things, for:

  (i) the construction and operation by Covanta Montgomery of a
      55-megawaatt, mass burning, waste-to-energy facility in
      Montgomery County, Maryland; and

(ii) certain improvements by Covanta Montgomery to a transfer
      station at which municipal waste would be collected and
      transported by rail for 18 miles to the waste-to-energy
      facility -- the Project.

Pursuant to the Service Agreement, the Authority agreed to pay
Covanta Montgomery a $249,347,000 Fixed Construction Price for
the construction and acquisition of the Project.  The
construction and acquisition of the Project were completed in
1995 and the Project has operated continuously since August 7,
1995 -- the Acceptance Date.

James L. Bromley, Esq., at Cleary, Gottlieb, Steen & Hamilton,
in New York, relates that the occurrence of the Acceptance Date
required the Authority to pay Covanta Montgomery certain fees as
operating charges for each of the 20 years of the initial term
of the Service Agreement, unless the Service Agreement is
terminated for default of Covanta Montgomery or for convenience
by the Authority.

To finance the construction and acquisition of the Project, Mr.
Bromley informs Judge Blackshear that the Authority issued
$325,985,000 in Solid Waste Revenue Bonds, Series 1993A and
$34,660,000 in Solid Waste Revenue Bonds, Taxable Series 1993B
under the Indenture of Trust dated as of March 1, 1993 between
the Authority and The Bank of New York, as successor trustee to
Signet Trust Company -- the Trustee.

Certain provisions of the Service Agreement provide that in the
case of an Event of Default by Covanta Montgomery, it must pay
certain Default Termination Damages in an amount determined in
party with reference to the outstanding principal amount of the
Bonds, including the 1993A Bonds.  More specifically, if the
Authority terminates the Service Agreement because of Covanta
Montgomery's Event of Default, the Authority is to provide
notice of its intent to abandon operation of the Facility,
Covanta Montgomery must pay the Trustee any amount necessary for
payment of all outstanding Bonds as part of the Default
Termination Damages.  Similarly, in the event the Authority
certifies that it or the County intends to continue the
operation of the Facility, Covanta Montgomery will be required
to pay, as Default Termination Damages, certain amounts
calculated in part with reference to the outstanding principal
amount of the Bonds. Moreover, under a separate provision of the
Service Agreement, Covanta Montgomery is required, among other
things, to provide certain cooperation to the Authority and the
County in the financing or refinancing of the Project.  Covanta
Montgomery's obligations under the Service Agreement are
guaranteed by Covanta Energy Corporation pursuant to the
Guaranty Agreement dated as of November 16, 1990 between Covanta
and the Authority.

Furthermore, Mr. Bromley continues, the Service Agreement
provides that neither the Indenture nor the Waste Disposal
Agreement can be amended without the prior consent of Covanta
Montgomery if the amendment or modification extends the maturity
date or changes the amortization schedule or increases the
amount of the indebtedness for which Covanta Montgomery may be
responsible as Default Termination Damages.

In order to take advantage of historically low interest rates
and realize significant debt service savings, the Authority and
the County have proposed to refinance a portion of the 1993A
Bonds through the issuance of new Bonds -- the Refunding Bonds.  
In the absence of the Letter Agreement, payment of the 1993A
Bonds would affect the calculation of the amounts for which
Covanta Montgomery may be responsible as Default Termination
Damages, thereby potentially affecting the obligations and
interests of Covanta Montgomery under the Services Agreement.

Accordingly, Covanta and Covanta Montgomery seek the Court's
authority to enter into the Letter Agreement, pursuant to
Section 363 of the Bankruptcy Code.  The Letter Agreement
provides that:

A. Termination Damages will be calculated under the relevant
   provisions of the Service Agreement as originally
   contemplated by the Service Agreement, namely, with reference
   to the outstanding principal amount of the 1993A Bonds as if
   the Refunding Bonds had not been issued and no portion of the
   1993A Bonds had been refunded with the Refunding Bonds.
   Notwithstanding the payment of a portion of the 1993A Bonds
   through the issuance of the Refunding Bonds, Default
   Termination Damages will be calculated using the 1993A Bonds
   which would have been outstanding -- less amounts that would
   have been on deposit in the Debt Service Reserve Fund and
   certain debt service funds -- as of the date of calculation
   of the applicable Default Termination Damages if the initial
   principal amount of the 1993A Bonds were paid in accordance
   with the payment schedule set forth in the relevant
   provisions of the Indenture;

B. The Bonds referred to in the Service Agreement will include
   the 1993A Bonds that would have been outstanding had no
   Refunding Bonds been issued, but will exclude the portion of
   1993A Bonds used for Additional Facilities;

C. Montgomery agrees that, in light of the terms of the Letter
   Agreement, issuance of the Refunding Bonds does not
   materially and adversely affect Covanta Montgomery's
   interests under the Service Agreement or its priority of
   payments or expectation of payment under the Service
   Agreement or the Indenture.  Likewise, the Authority agrees
   that modifications to certain transactional documents and
   agreements contemplated by the Letter Agreement in order to
   implement the sale of the Refunding Bonds will not materially
   and adversely affect Covanta Montgomery's interests under the
   Service Agreement;

D. Nothing in the Letter Agreement will constitute an assumption
   by Covanta Montgomery or Covanta, pursuant to Section 365 of
   the Bankruptcy Code, of the Service Agreement, the Guaranty
   Agreement or any other agreement or amendment related to the
   Project; and

E. Nothing in the Letter Agreement will alter, supersede or
   amend the Guaranty Agreement.

Mr. Bromley contends that the Debtors' request should be granted
because:

  (a) the underwriters for the sale of the Refunding Bonds
      require the Court approval of the Letter Agreement as a
      condition precedent to the sale of the Refunding Bonds;

  (b) the Service Agreement is the most valuable asset of
      Covanta Montgomery's estate.  Allowing the sale of the
      Refunding Bonds to proceed will allow Covanta and Covanta
      Montgomery to meet their obligations under the Service
      Agreement to cooperation in the refinancing of the
      Project and enhance and strengthen their relationship
      with the Authority and the County;

  (c) by entering into the Letter Agreement, neither Covanta's
      nor Covanta Montgomery's obligations and interests under
      the Service Agreement will be materially and adversely
      affected; and

  (d) Covanta and Covanta Montgomery will clarify their
      potential liability with respect to Default Termination
      Damages for which they could be responsible under the
      relevant provisions of the Service Agreement should the
      Authority terminate the Service Agreement.

                       *     *     *

Convinced, Judge Blackshear grants the Debtors' request in its
entirety. (Covanta Bankruptcy News, Issue No. 25; Bankruptcy
Creditors' Service, Inc., 609/392-0900)   


COX COMMS: Renames Advertising Sales Division To Cox Media
----------------------------------------------------------
Cox Communications' advertising sales division has changed its
name from CableRep Advertising to Cox Media.

The change was made to more closely align the advertising sales
division with the Cox Communications brand and reflect the
expanding array of advertising solutions offered by Cox Media
that go beyond traditional advertising. While the name is
changing to Cox Media, the company will remain a wholly-owned
subsidiary of Cox Communications Inc.

Reaching more than 600,000 households throughout San Diego
County, Cox Media provides local, regional and national
businesses with the opportunity to advertise locally on the most
popular cable television networks in the country including CNN,
A&E and Nickelodeon, as well as Channel 4 San Diego, the
television home of the Padres. Through Cox Media, advertisers
can reach broad audiences of highly rated programs or focus on
laser-sharp targeting of specific audiences.

Cox Media also offers advanced research to provide a demographic
snapshot of the local market; state-of-the-art commercial video
production from concept development and scripting to shooting
and advanced video editing; and custom promotional opportunities
with popular networks such as Discovery Channel and ESPN for
promotions including national sweepstakes and local events.

A pioneer of new products such as digital ad insertion and on-
demand advertising, Cox Media launched the innovative FreeZone
in 2002. It was the first and only video-on-demand channel
created specifically for sponsor-supported television content.
With FreeZone, Cox Media is able to offer advertisers a new way
to deliver their message through the use of "microchannels."

FreeZone meets the needs of both advertisers and viewers.
Advertisers can create their own "microchannel" to introduce
viewers to their product, promote special offers and tell their
story in an interactive environment. For viewers, FreeZone means
the ability to access a wide range of entertainment and
information content, from lifestyle shows and local celebrity
interviews to product information and on-demand videos. With
their remote control, viewers can access the content free of
charge.

A recent Cable Advertising Bureau analysis of Nielsen data
revealed that the 2001-2002 television season marked the first
time ever that cable television viewing surpassed broadcast
viewing in primetime for an entire season.

"The advent of popular original cable programming continues to
increase ratings and the power of our networks," said Mike
Miller, vice president and general manager of Cox Media in San
Diego. "As the ratings numbers shift, advertisers are looking
for ways to reach those ever-increasing cable audiences. Cox
Media delivers the viewers that advertisers want to reach."

As television viewing becomes more and more of an individual
experience (16% of viewers watched television alone in the 1950s
compared to 53% in the early 2000s), and with more specialized
programming available on cable television, Cox Media is
providing more choices for businesses to reach their target
audience.

When Cox Media began as CableRep Advertising in 1981, it sold
advertising for the only four cable networks in existence.
Today, Cox Media sells advertising for 48 cable networks, and
handles advertising sales for Adelphia Communications. As Cox
Communications and cable television continue to grow and evolve,
Cox Media is growing and evolving with them.

Cox Media, a wholly owned subsidiary of Cox Communications Inc.,
is one of the country's largest cable television advertising
sales organizations, reaching more than eight million
subscribers. The first to commercially deploy digital program
insertion and on-demand advertising, Cox Media uses advanced
research, customized promotions and state of the art commercial
production to help businesses connect with their audiences. From
broad reach on highly rated programs to laser-sharp targeting of
specific audiences, Cox Media provides more choice, better value
and smarter advertising solutions to its clients. Its offices
are located at 3965 Fifth Avenue, Ste. 430 in Hillcrest. More
information on Cox Media can be found on the Internet at
http://www.coxmedia.com

Cox Communications, whose December 31, 2002 balance sheet shows
a working capital deficit of about $110 million, is a full-
service telecommunications provider, serving 537,000 customers
and employing 2,400 individuals throughout San Diego County. The
company offers an array of services, including Cox Cable, Cox
Digital Cable, Cox High Speed Internet, local and long distance
telephone through Cox Digital Telephone, Entertainment on
Demand, Cox High Definition Cable, Home Networking, and Cox
Business Services. Cox Communications also owns and operates
Channel 4 San Diego, the television home of the Padres and
award-winning local programming. To date, the company has
deployed more than 70,000 glass miles of fiber optic cable. The
nation's fourth-largest cable television company, Cox
Communications serves approximately 6.3 million customers
nationwide. It has been operating in San Diego County since
1961.


DELTA AIR LINES: Reducing Network Capacity Due to War in Iraq
-------------------------------------------------------------
Delta Air Lines (NYSE: DAL) will decrease its network capacity
by approximately 12 percent in response to declining passenger
demand due to military action in Iraq.  The decrease affects
domestic and international locations, but maintains the
airline's customer-focused schedule.  The changes do not affect
the airline's Delta Connection partners.

"Military action in the Middle East and the resulting heightened
security sensitivities have contributed to a steep decline in
passenger demand within the airline industry," said Subodh
Karnik, senior vice president-Network and Revenue Management.  
"Delta isn't an exception, and we are taking steps to reduce the
impact of these challenges while keeping a strong schedule to
provide our customers travel choices."

The capacity reduction will impact Delta's transatlantic
schedule through suspension of flights in some cities, and the
delay of some seasonal service in others.  Delta also will
indefinitely postpone the start of seasonal service between
Boston and Rome, and daily service between Cincinnati and Rome.  
Both were set to start May 1.  However, the airline will
continue to serve most of the affected cities via SkyTeam and
its codeshare partners. Delta's Latin American, Caribbean and
Pacific service are not affected.

Domestically, Delta will not reduce the number of destinations
it serves, but will decrease the number of flights it offers on
routes where there are currently multiple flights scheduled.

"We will continue to offer our customers a wide range of
schedule options to all of Delta's destinations," said Karnik.

The transatlantic changes are effective April 6, while the
domestic changes are effective March 27.  The changes will be in
effect at least through April.  Some of the changes may be in
effect longer if passenger demand for these routes remains weak
as a result of the conflict in the Middle East.

"We hope to reinstate the entire schedule as soon as passenger
demand returns," said Karnik.  "We will continue to monitor the
situation and keep our customers informed of any changes."

Delta Air Lines' 8.300% bonds due 2029 are currently trading at
about 43 cents-on-the-dollar.


DOMAN INDUSTRIES: Dec. 31 Net Capital Deficit Widens to C$415MM
---------------------------------------------------------------
Rick Doman, President & CEO of Doman Industries Limited,
announced the Company's fourth quarter and 2002 results. (All
amounts are expressed in Canadian dollars unless specified
otherwise).

                        Introduction

(i) On November 7, 2002 the Company announced that it had
reached agreement in principle with the holders of a majority of
the company's unsecured notes on a plan to consensually
restructure the Company's financial affairs.

The plan was designed specifically to keep Doman intact and
establish a capital structure that will position the Company as
a strong long-term competitor in the British Columbia coastal
forest products industry. The plan will reduce the Company's
long-term debt from US$673 million to US$273 million and provide
a minimum US$32.5 million in funds for working capital purposes.

As part of the plan, on November 7, 2002, the Company obtained a
B.C. Supreme Court order for protection under the Companies'
Creditors Arrangement Act. The effect of the order, and
subsequent extensions, has been to stay the Company's current
obligations to creditors until April 30, 2003 or such later date
as the Court may authorize, in order that a Plan of Compromise
or Arrangement can be approved and implemented. It is
anticipated that the Plan will be approved by the Court for
presentation to its creditors.

(ii) Results in the fourth quarter include a write-down of
assets of $64.3 million.

                        Sales

Sales for the year ended December 31, 2002 were $634.9 million
compared to $770.0 million in 2001. Sales in the fourth quarter
of 2002 were $169.4 million compared to $161.2 in the same
quarter of 2001.

Sales in the solid wood segment were $463.7 million for the year
ended December 31, 2002 compared to $532.0 million in 2001 as a
result of lower sales volumes for both lumber and logs. Solid
wood sales in the fourth quarter of 2002 of $118.5 million
closely matched the $118.4 million in the same period of 2001.

Pulp sales for the year ended December 31, 2002 were $171.2
million, compared to $238.0 million in 2001. Pulp sales in the
fourth quarter of 2002 increased to $50.9 million from $42.8
million in the same period of 2001 as increased sales of NBSK
pulp more than offset the lower sales of dissolving sulphite
pulp.

                          EBITDA

EBITDA for the year ended December 31, 2002 increased to $53.4
million from $11.9 million for the year ended December 31, 2001.

In the fourth quarter of 2002, EBITDA was $13.2 million compared
to $20.7 million in the immediately preceding quarter and
$(13.0) million in the fourth quarter of 2001. EBITDA for the
solid wood segment in the fourth quarter of 2002 was $19.1
million compared to $19.3 million in the third quarter of 2002
and $(8.7) million in the fourth quarter of 2001. Results for
the fourth quarter were adversely impacted by a $9.6 million
provision for countervailing and antidumping duties on softwood
lumber shipments to the U.S. The average lumber price, net of
the provision of duties, was $497 per mfbm in the fourth quarter
of 2002 compared to $542 per mfbm in the previous quarter and
$510 per mfbm in the fourth quarter of 2001.

EBITDA for the pulp segment in the fourth quarter of 2002 was
$(6.6) million compared to $4.7 million in the immediately
preceding quarter and $(2.4) million in the fourth quarter of
2001. The Squamish pulpmill operated for 90 days in the fourth
quarter producing 71,350 ADMT which was consistent with third
quarter operations. NBSK prices dropped off in the fourth
quarter before rallying again in early 2003. Prices for
dissolving sulphite pulp were slightly weaker in the fourth
quarter and the Port Alice pulpmill continued to take extensive
downtime, operating for only 35 days and producing 16,061 ADMT.

Cash flow from operations for the year ended December 31, 2002,
before changes in non-cash working capital, was $(66.9) million
compared to $(104.3) million for the year ended December 31,
2001. Cash flow from operations in the fourth quarter of 2002,
before changes in non-cash working capital was $(23.9) million
compared to $(52.0) in the fourth quarter of 2001.

After changes in non-cash working capital, cash provided by
operations was $(28.0) million for the year ended December 31,
2002 compared to $30.5 million for the year ended December 31,
2001. After changes in non-cash working capital, cash provided
by operations in the fourth quarter of 2002 was $(14.7) million
compared in $24.1 million in the fourth quarter of 2001.

The effect of the Court Order issued under the CCAA proceedings
was to stay the Company's current obligations to creditors at
November 7, 2002, as well as subsequent interest payments to
bondholders. At December 31, 2002 payments to trade creditors of
$18.6 million and an interest payment to bondholders of $9.1
million due on November 15, 2002 were stayed.

The Company's cash balance at December 31, 2002 was $22.6
million. In addition, $36.6 million was available under its
revolving credit facility.

                    Write-down of Assets

The Company operates in a global environment and is affected by
significant global events. A decline in the long-term expected
prices for the Company's lumber and pulp products caused by over
supply compared to demand, the entry of low cost producers from
other countries increasing supply and lowering prices, the
increase in forest practices and environmental regulation
increasing costs and the softwood lumber dispute with the United
States preventing access to our largest customer base, have
forced the Company to review its property, plant and equipment
to determine the future operating plans of logging, sawmill and
pulpmill assets.

The Company is conducting a review of its Port Alice pulpmill in
conjunction with the union at Port Alice in order to determine
whether the costs at Port Alice can be reduced to allow the mill
to be profitable. The Company intends to work with the union in
order to reduce costs at Port Alice and justify its continuing
operation. There can be no certainty that this process will
succeed. Although recent studies indicate that the Port Alice
pulpmill has the potential to achieve positive cash flows with
manning reductions and capital upgrades, Canadian generally
accepted accounting principles dictate that the net recoverable
test should not consider these contingent events as there is no
certainty they will be successfully implemented.

At December 31, 2002, the Company reviewed the carrying value of
its pulp mills and sawmills and determined that based on current
economic conditions and plans, the carrying values for one of
the Company's pulp mills and its sawmill assets were not likely
recoverable from future cash flows from operations and or sale.
As a result, the Company has recorded a $58.7 million write-down
of its Port Alice pulpmill assets including non-consumable
supplies inventories, and a $5.6 million write-down of its
sawmill assets.

Doman's December 31, 2003 reported a total shareholders equity
deficit of about CDN$415 million.

                           Earnings

The net loss before capital asset write-downs for the year ended
December 31, 2002 was $96.7 million and after asset write-downs
was $164.1 million. This compares to a net loss before asset
write-downs for the year ended December 31, 2001 of $143.6
million and after write-downs of $412.9 million.

The net loss before asset write-downs for the fourth quarter of
2002 was $22.6 million and after write-downs was $86.9 million.
This compares to a net loss before asset write-downs of $53.4
million for the year ended December 21, 2001 and after write-
downs of $322.6 million.

                   Market & Operations Review

Lumber prices in the U.S. as measured by SPF 2 x 4 lumber,
averaged approximately US $195 per mfbm in the fourth quarter of
2002 compared to US$221 per mfbm in the same period of 2001 and
US$223 per mfbm in the third quarter of 2002. Prices for
structural lumber increased initially in 2003 and US housing
starts in January were strong, with a seasonally adjusted annual
rate of 1,822,000. However, housing starts dropped to 1,622,000
in February, partly as a result of severe winter weather
conditions, and single family permits, considered to be a
leading indicator, were down 7%. Other uncertainties facing the
British Columbia lumber industry relate to the ultimate outcome
of the softwood lumber dispute with the U.S. and the impact of
upcoming provincial forest policy reforms.

NBSK pulp markets weakened in the fourth quarter of 2002 with
list prices to Europe averaging US$455 per ADMT compared to
US$490 in the third quarter. Prices, however, have strengthened
significantly in the first quarter of 2003 with two increases
taking the price to US$520 per ADMT in March. With Norscan
producers' pulp inventories dropping from 1.7 million tonnes in
December to below 1.5 million tonnes at February 28, 2003,
several producers, including Domans, have announced a further
increase to US$560 per ADMT to Europe, effective April 1.

Prices for dissolving sulphite pulp, manufactured at the
Company's Port Alice pulpmill, remained generally weak in the
fourth quarter of 2002. Although there has recently been some
modest increase in commodity grade prices, production at Port
Alice continues to be curtailed as the Company seeks ways to
make the mill viable even at low points in the pulp cycle.


DRESSER: Seeking Default Waiver from Senior Lenders
---------------------------------------------------
Dresser, Inc., announced its decision to have its 2001 financial
statements re-audited. The Company has determined that its 2001
financial statements will require restating to correct an
accounting error with respect to its pension and other retiree
benefits. The Company's new independent auditor,
PricewaterhouseCoopers LLP, supports the Company's
determination. The Company does not expect this correction to
have any adverse effect on its cash levels or cash flow. The
Company announced that as of February 28, 2003, it had cash
balances of $113.2 million. The Company also announced that in
the first quarter of 2003 it made a voluntary prepayment of $7.5
million applied to its senior debt.

As part of its April 2001 recapitalization, the Company recorded
pension and other retiree benefits liabilities on a fair market
value basis. In connection with the 2002 audit by PwC, the
Company determined that these pension and other retiree benefits
liabilities should have instead been recorded on an historical
basis. The Company's 2001 financial statements were previously
audited by Arthur Andersen LLP. The Company has asked PwC to
conduct the re-audit of the Company's 2001 results. During the
course of the audit, the Company may identify other areas
requiring further changes to its 2001 or prior period financial
statements. While the re-audit is being conducted, the Company
will be reviewing, and expects to revise and improve, certain of
its internal controls and procedures.

Based on a preliminary assessment solely of the effects of the
accounting correction with respect to pension and other retiree
benefits on its 2001 financial statements, the Company believes
there will be a net increase of approximately $56.6 million in
assets related to the pension and other retiree benefits, a net
increase of approximately $42.6 million in liabilities related
to pension and other retiree benefits, an increase in
shareholder's equity of approximately $14.0 million, and an
increase in 2001 operating income of approximately $3.4 million.
These changes are all non-cash, and they do not impact the
actual cash funding requirements for these plans in 2001.

The 2001 re-audit will cause Dresser to delay the filing of its
2002 Annual Report on Form 10-K with the Securities and Exchange
Commission. The time needed to complete the re-audit will also
cause the Company to miss its deadline for providing 2002
audited financial statements to its lenders under the Company's
senior credit facility and to the holders of its 9-3/8% Senior
Subordinated Notes due 2011.

Dresser is in the process of seeking a waiver from its senior
lenders of its financial statements delivery requirement until
the re-audit is completed and any default relating to its prior
delivery of its 2001 financial statements. The Company is
separately asking its senior lenders to amend the financial
covenants in the senior credit facility to provide the Company
with additional flexibility in light of current general economic
conditions. These requested covenant changes are unrelated to
the 2001 re-audit. Based on conversations with certain of the
agents under its senior credit facility, the Company anticipates
it will be successful in obtaining the necessary waivers and
consents from senior lenders.

Dresser is communicating these developments to the SEC, as well
as to the Company's ratings agencies.

Headquartered in Dallas, Texas, Dresser, Inc. is a worldwide
leader in the design, manufacture and marketing of highly
engineered equipment and services sold primarily to customers in
the flow control, measurement systems, and compression and power
systems segments of the energy industry. Dresser has a widely
distributed global presence, with over 7,500 employees and a
sales presence in over 100 countries worldwide. The Company's
Web site can be accessed at http://www.dresser.com


ENRON CORP: Judge Gonzalez Clears Orange Country Settlement Pact
----------------------------------------------------------------
Bankruptcy Judge Gonzalez gave a stamp of approval Enron
Corporation and its debtor-affiliates' application for Enron
Energy Services Inc., to enter into a settlement agreement with
Orange Country Register in relation to an Infrastructure
Construction Contract dated June 18, 1999 to design and install
a 1,350-ton HVAC system at OCR's Santa Ana, California offices.  
The construction cost is estimated at $4,700,000.

As previously reported, EES and OCR entered into an Operating
Lease Agreement dated June 18, 1999 pursuant to which OCR leases
certain equipment required in connection with the Energy
Project.  Under the Operating lease Agreement, OCR agreed to pay
EES $52,118 per month for 120 months.  The obligation to pay the
Monthly Payments was  triggered by OCR's execution of the
project Acceptance Letter.   At the end of the Term, OCR may
elect to:

    (a) surrender the equipment at Enron's expense;

    (b) extend the Operating Lease Term for a minimum of 36
        months; or

    (c) purchase the Equipment for $1,600,000 to be paid in
        2011.

In connection with the Energy Project, Enron Energy Services
North America, Inc. entered into a Non-Residential Standard
Performance Contract Program with Southern California Edison
Company to obtain certain rebates that are available to
businesses for implementing certain energy efficiency related
projects like the Energy Project.

In addition to the Construction Agreement and the Operating
Lease Agreement, OCR and EESNA entered into an Agreement to
Share Savings, dated May 17, 2000.  Pursuant to the Energy
Credit Agreement, EESNA and OCR agreed to share the Energy
Credits and the costs associated with obtaining them under the
SCE Agreement.

Pursuant to the terms of the Energy Credit Agreement, EESNA was
obligated to distribute to OCR 70% of all Energy Credit refunds
received, less an expense reimbursement of up to $40,000.  To
date, EES received $189,000 in refunds for the Energy Credits
under the SCE Agreement, but has not distributed any funds to
OCR.

OCR signed a "Project Acceptance Letter" on June 6, 2001.  The
Project Acceptance Letter signified that the Energy Project was
complete or substantially complete and that the Monthly Payments
pursuant to the Operating Lease Agreement would commence.  OCR
has made all of the Monthly Payments required under the
Operating Lease Agreement to date.

During April 2002, Pacific Project Management LLC approached EES
and expressed its interest in purchasing the Equipment and
assuming the Maintenance and Operating Lease agreements.  On
April 30, 2002, EES and Pacific Project entered into a
Confidentiality Agreement to allow Pacific Project to begin its
due diligence in connection with the possible purchase of the
Equipment and acquisition of the Agreements.

On June 5, 2002, Pacific Project offered to purchase the
Equipment and accept the assignment of the Operating Lease
Agreement and the Maintenance Agreement for $2,138,000. However,
Pacific Project's offer requires EES to:

    (a) pay expenses associated with approval of its offer
        totaling $90,000; and

    (b) agree to a $100,000 break-up fee.

The cash component of Pacific Project's offer was later reduced
to $2,007,000 for the Operating Lease Agreement only.  Yet,
Pacific Project continued to require its expense reimbursement,
reduced by $2,300 and the break-up fee components.

On the other hand, on June 5, 2002, EES entered into a
Confidentiality Agreement with OCR to permit it to conduct due
diligence regarding its interest in the Energy Assets and the
Agreement.  By a letter dated June 28, 2002, OCR offered to
purchase EES' rights under the Operating Lease Agreement and the
Energy Credit Agreement for $2,071,453 -- the First Offer
Amount. In addition to the payment of the First Offer Amount,
OCR agreed to provide non-cash consideration to the Debtors:

    (a) OCR agreed to assume and satisfy all claims and liens
        asserted against Enron or OCR by mechanics' lien
        claimants on account of any and all Mechanics' Lien
        Claims and the mechanics' lien claimants have asserted
        or perfected or may be entitled to assert or perfect
        against the Energy Project, estimated at $600,000;
       
    (b) OCR agreed to assume the cost of completing all services
        and punch list items required to finish the Energy
        Project, estimated at $300,000; and

    (c) OCR agreed to assume responsibility for all future costs
        associated with the rebate applications contemplated by
        the Energy Credit Agreement and SCE agreement, as well
        as the risk associated with a potential denial of rebate
        requests by Southern California Edison.

With regard to the Mechanics' Lien Claims to be assumed by OCR,
the parties specifically acknowledge and agree that the
assumption extends only to Mechanics' Lien Claims for goods and
services provided to the Energy Project and to Control Air
Conditioning Service Corporation's claim, and not to any claims
which may be asserted against the Debtors for fraud,
misrepresentation or other legal theory not based directly on a
mechanics' lien or stop notice right to payment for goods and
services provided.

After substantial analysis and arm's-length negotiations, OCR
increased the cash portion of its offer to $2,750,000 -- the
Purchase Price.  Thus, the Debtors determined that the monetary
and non-cash forms of consideration make the OCR offer
substantially better than that of Pacific Project.

Pursuant to the Termination and Settlement Agreement, OCR will
pay the Debtors $2,750,000.  In addition, OCR will waive all
claims against the Debtors' estates and it will assume various
liabilities for mechanics' liens and claims arising out of the
Agreements.  Furthermore, OCR will bear the cost of completing
all punch list items that my be required to finish the Energy
Project and OCR will assume all of the costs and risks regarding
the collection of the remaining Energy Credits.

In return, the Debtors will:

    (a) transfer the Equipment under the Operating Lease to OCR
        free and clear of all liens, claims and encumbrances in
        favor of EES, EESNA and the Debtors, but subject to any
        validly perfected Mechanics' Lien Claims;

    (b) retain $189,000 in Energy Credits that it has already
        received from Southern California Edison;

    (c) assume and assign any and all rights and duties
        remaining pursuant to the SCE Agreement to OCR; and

    (d) waive the Debtors' rights to assert any potential
        preference claim arising from a prepetition assignment
        of the Maintenance Agreement from EES to IPT. (Enron
        Bankruptcy News, Issue No. 60; Bankruptcy Creditors'
        Service, Inc., 609/392-0900)


FEDERAL-MOGUL: Equity Committee Hires Schiff Hardin as Counsel
--------------------------------------------------------------
The Official Committee of Equity Security Holders of Federal-
Mogul Corporation seeks the Court's authority to retain Schiff
Hardin & Waite as its counsel to substitute for Bell, Boyd &
Lloyd LLC.

Committee Chairperson Lawrence R. Spieth of Dimensional Fund
Advisors explains that Michael Yetnikoff, a primary attorney for
the Equity Committee, is now associated with Schiff Hardin.  Mr.
Yetnikoff is formerly connected with Bell Boyd.  According to
Mr. Spieth, the Equity Committee decided on March 12, 2003 to
retain the services of Mr. Yetnikoff, as employee of Schiff
Hardin.  The Equity Committee wants to continue Mr. Yetnikoff's
retention because of his familiarity with the Debtors' cases.

Besides, Mr. Spieth tells the Court that Schiff Hardin is an
expert in complex bankruptcy matters.  Schiff Hardin's
Bankruptcy and Creditors' Right Group has had extensive
experience and knowledge in the field of debtor's and creditor's
rights, workouts and business reorganizations under the
Bankruptcy Code. The firm also has extensive financial,
litigation, securities, corporate, real estate and tax
practices, among others, that the Equity Committee may utilize
from time to time if and when the need arises.

The professional services Schiff Hardin will render include:

  (a) giving legal advice with respect to the Equity Committee's
      powers and responsibilities in the context of the Debtor's
      Chapter 11 cases;

  (b) assisting, giving advice and representing the Equity
      Committee in its consultations with the Debtors, other
      statutory committees and third parties regarding the
      administration of the cases;

  (c) assisting, giving advice and representing the Equity
      Committee in any investigation of the acts, conduct,
      assets, liabilities and financial condition of the Debtors
      and their affiliates, including investigation of
      transactions entered into or completed before the Petition
      Date, the operation of the Debtors' business, and any
      other matter relevant to the case or to the formulation of
      a reorganization plan;

  (d) preparing, on the Equity Committee's behalf, necessary
      applications, motions, answers, orders, report and other
      legal papers in connection with the administration of the
      estates in these cases;

  (e) reviewing and responding, on the Equity Committee's
      behalf, to motions, applications, complaint and other
      document service by the Debtors or other parties-in-
      interest on the Equity Committee in this case;

  (f) participating with the Equity Committee in the evaluation
      and formulation of recommendations regarding any
      reorganization plan, and negotiation or litigation
      regarding any plan; and

  (g) performing any other legal services for the Equity
      Committee in connection with these Chapter 11 cases.

Schiff Hardin will be compensated for its legal services on an
hourly basis, in accordance with the firm's customary billing
rates, plus reimbursement of actual, necessary expenses.  Schiff
Hardin's hourly rates are:

                   Partners            $290 - 485
                   Associates           175 - 290
                   Paralegals           120 - 170

Schiff Hardin has not received any retainer from the Debtors,
the Equity Committee or any other entity in this case.

William I. Kohn, a partner at Schiff Hardin, assures the Court
that his firm does not hold or represent any adverse interest in
connection with the Debtors' cases.  Schiff Hardin is a
"disinterested person" within the meaning of Section 101(14) of
the Bankruptcy Code. (Federal-Mogul Bankruptcy News, Issue No.
34; Bankruptcy Creditors' Service, Inc., 609/392-0900)


FINOVA GROUP: Asks Court to Establish Revised Notice Procedures
---------------------------------------------------------------
The Finova Group Inc., and its debtor-affiliates ask the Court
to establish a revised notice procedure in these Chapter 11
cases and, to the extent inconsistent, modify or supersede the
procedures established pursuant to the Notice Procedures Order.

Rebecca L. Booth, Esq., at Richards, Layton & Finger, in
Wilmington, Delaware, recounts that the Court entered the Notice
Procedures Order on April 4, 2001.  The Notice Procedures Order
governs matters like the service of process in these Chapter 11
cases.  Specifically, the Debtors provide a copy of all Filings
in these cases to parties on the General Service list who
maintain offices in Wilmington, Delaware via hand delivery, to
certain out of town attorneys on the General Service List via
Federal Express, and to all other out-of-town attorneys on the
General Service List via first class, U.S. Mail.  Furthermore,
the Debtors provide notice of hearings and objection deadlines
to the parties on the Debtors' 2002 List via first class, U.S.
Mail.

According to Ms. Booth, as of March 17, 2003, approximately 178
parties-in-interest filed a notice of appearance and requested
service of pleadings and documents filed in these cases.  To
remain in compliance with the Notice Procedures Order, the
Debtors continue to incur significant costs associated with
service of Filings and notices.

As Debtors' Plan was confirmed over 18 months ago, Ms. Booth
explains, the remaining matters pending before the Court in
these cases consist primarily of claims resolution, adversary
litigation and other matters of significant interest to a
relatively small number of parties.

Also, the Debtors have liquidated a substantial portion of their
assets and are in the process of downsizing the remaining
operations.  Thus, the Debtors desire to minimize their ongoing
expenses, including expenses associated with these Chapter 11
cases.  "It is no longer necessary or appropriate to provide
notice to all parties who filed notices of appearance prior to
the Order Date pursuant to the Notice Procedures Order," Ms.
Booth asserts.

To ease the Court's ongoing administration of these cases and
dramatically reduce the economic burdens on the Debtors'
estates, the Debtors propose that:

A. Notices of appearance and demands for service of pleadings
   filed with the Court will no longer be effective, and no
   further notices or Filings, other than notice of the entry of
   the Order approving this Motion, will be required to be sent
   to the General Service List or the 2002 List;

B. Any party that desires to receive service of pleadings in
   these cases after the Order Date be required to:

   (1) file a new notice of appearance with the Bankruptcy
       Court, and

   (2) serve the notice of appearance on counsel for the
       Debtors; and

C. They will serve all parties who file a notice of appearance
   after the Order Date in accordance with the Bankruptcy Code,
   the Bankruptcy Rules and Rule 2002-1(b) of the Local Rules of
   Bankruptcy Practice and Procedure for the U.S. Bankruptcy
   Court for the District of Delaware.

The Debtors intend to provide a copy of the Order approving this
Motion to all parties on the General Service List and the 2002
List.  Thus, all parties-in-interest will be afforded notice and
an opportunity to file a new notice of appearance and request
service of pleadings filed in these cases on a going-forward
basis.

Ms. Booth maintains that the proposed procedures appropriately
balance the Debtors' need to reduce their costs and expense,
while adequately protecting the rights of parties entitled to
receive notice in these cases.

Ms. Booth argues that the Debtors' request is amply warranted in
light of the post-confirmation nature of these Chapter 11 cases.
Now that the Plan has been confirmed, the costs associated with
copying, mailing, and otherwise serving all notices and Filings
in accordance with the Notice Procedures Order imposes an
expensive administrative and economic burden on the Debtors'
estates.  "Limiting notice will result in a significant cost
savings to the Debtors and their estates because, inter alia, of
the reduction of time and money the Debtors will have to expend
on the Filings," Ms. Booth reiterates.

Furthermore, pursuant to this motion, all parties-in-interest
who file a notice of appearance after the Order Date will
receive notice of Filings in these cases in accordance with the
Bankruptcy Code, Bankruptcy Rules and Local Rules.  Thus, Ms.
Booth concludes, no party will be adversely affected by the
request.

Thus, the Debtors ask the Court to approve the Revised Notice
Procedures. (Finova Bankruptcy News, Issue No. 38; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


FRESH DEL MONTE: S&P Assigns BB Rating to $400MM Bank Facility
--------------------------------------------------------------  
Standard & Poor's Ratings Services assigned its 'BB' rating to
fresh fruit and vegetable producer Fresh Del Monte Produce
Inc.'s $400 million senior secured credit facility due 2007. At
the same time, Standard & Poor's affirmed its 'BB' corporate
credit rating on Fresh Del Monte.

The outlook on the Coral Gables, Fla.-based company is stable.
Lease-adjusted total debt outstanding as of Dec. 27, 2002, was
$144 million.

The credit facility derives its strength from a secured
position. However, based on Standard & Poor's simulated default
scenario, it is unclear whether the distressed enterprise value
of the company would be sufficient to fully cover the entire
loan balance when fully drawn.

"The ratings on Fresh Del Monte reflect its participation in a
highly variable commodity-oriented fresh fruit and vegetable
industry that is affected by uncontrollable factors such as
global supply, political risk, weather, and disease," said
Standard & Poor's credit analyst Ronald Neysmith. "However,
mitigating these concerns are the firm's leading positions in
the production, marketing, and distribution of fresh produce."

Product concentration is a rating concern, as bananas and
pineapples are the company's major sales and earnings
contributors. However, Fresh Del Monte is looking for ways to
diversify within the produce industry, for example, by expanding
into branded fresh-cut fruit and vegetables. Furthermore, the
firm has recently made several modest-size acquisitions in the
fresh-cut produce segment. Standard & Poor's expects Fresh Del
Monte to continue investing in diversification without adding
significant debt.

The company's performance strengthened during fiscal 2002 as a
result of higher pricing for fruit and bananas and the expansion
of the fresh-cut business.


GENTEK INC: Taps Babst Calland as National Environmental Counsel
----------------------------------------------------------------
In these Chapter 11 cases, the Debtors have previously retained
Babst, Calland, Clements & Zomnir, P.C., as an ordinary course
professional.  Babst Calland has worked in coordination with the
GenTek Inc. Debtors and their general bankruptcy counsel,
Skadden, Arps, Slate, Meagher & Flom LLP on an increasingly
broad range of environmental matters.  The Debtors have recently
asked Babst Calland to take a more expansive role in all
environmental matters impacting or potentially impacting the
Debtors and their estates.  Because various of Babst Calland's
attorneys will need to appear before the Bankruptcy Court, the
Debtors find it appropriate to change the firm's ordinary course
professional status to special counsel.  The Debtors determined
that this is more representative of the role they want to Babst
Calland to perform in these cases.

Accordingly, the Debtors seek the Court's authority to employ
Babst Calland as their national environmental counsel beginning
March 1, 2003.  Having a nationally recognized practice in
environmental laws, Babst Calland will handle all environmental
matters arising during the pendency of the Debtors' cases.

Babst Calland has been representing the Debtors for more than 11
years in numerous environmental matters affecting the Debtors in
various states.  The Debtors note that the firm's lead
environmental counsel has been, and will likely continue to be,
Dean A. Calland, who will also oversee the work of other Babst
Calland professionals on behalf of the Debtors and their
estates. The litigation services will be provided by Chester
Babst and Mark Shepard.

The Debtors propose to pay Babst Calland for its services in
accordance with the firm's customary hourly rates.  Babst
Calland's rates are:

                 Hourly Rates         Professional
                 ------------         ------------
                 $215 - 325           Shareholders
                  130 - 200           Associates
                   55 - 105           Paraprofessionals

The Debtors disclose that Babst Calland holds an unpaid
prepetition claim for $1,000 for legal services with respect to
certain environmental matters.  However, the firm has determined
to disregard that balance due.  Babst Calland confirmed that it
would not be asserting any prepetition claims against the
Debtors.

Mr. Calland assures the Court that the firm does not hold or
represent any interest adverse to that of the Debtors,
creditors, any party-in-interest, their representatives, or the
Office of the U.S. Trustee.  Babst Calland is a "disinterested
person" within the meaning of Section 101(14) of the Bankruptcy
Code. (GenTek Bankruptcy News, Issue No. 11; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


GLOBAL CROSSING: Renews $10-Mill. Supply Agreement with KB Toys
---------------------------------------------------------------
Global Crossing has signed a contract renewal and extension to
provide KB Toys, the nation's largest combined mall-based and
online toy retailer, with a fast, secure frame relay network,
Dedicated Internet Access, conferencing and voice services in
its corporate headquarters and stores around the country. The
contract is valued at $10 million over the course of 3 years.

"We offer an exciting selection of toys, and the service to
match," said Tom Jeffery, KB Toys' vice president of information
technology. "Global Crossing's secure, high-speed network has
powered our intra-store communications for the past two years,
including the critical holiday seasons, when we make close to 40
percent of our annual sales in four to five weeks. We set
aggressive service levels in our original agreement, and Global
Crossing has continuously exceeded them. We couldn't have asked
for a better provider."

Since 2001 KB Toys has enhanced its customers' shopping
experience by linking its 1,300 stores with Global Crossing's
secure, high performance wide area network (WAN). Credit
authorizations are three times faster than they were with dial-
up, and employees are notified about product supply and pricing
in real-time.

Global Crossing supports KB Toys with a broad range of
solutions, including Internet connectivity, conferencing
services, and long-distance for its corporate headquarters and
stores around the country. Based on the reliability, high levels
of service, unrivaled domestic access and cost-effectiveness it
has enjoyed with Global Crossing, KB Toys decided to renew for
these services, and turn its local telephone access in
approximately 1,000 stores over to Global Crossing as well.

"KB Toys first came to us when they needed a high-speed network
to support their business-critical applications, and we're
pleased that they recognize the top-level service we've
consistently provided them," said Dave Carey, Global Crossing's
executive vice president of enterprise sales. "We're delighted
to continue exceeding their expectations."

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

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

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

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

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


GLOBAL CROSSING: Judge Gerber Clears Cisco Settlement Agreement
---------------------------------------------------------------
Global Crossing Ltd., and its debtor-affiliates obtained Judge
Gerber's approval of their Settlement Agreement dated
December 18, 2002 with Cisco, under which the Debtors will:

   -- obtain clear title to all of the Equipment provided under
      the Cisco Service Agreement; and

   -- maintain the Licenses and the right to use the Software.

In exchange, the Debtors are required to pay Cisco:

   -- $13,383,127 no later than December 31, 2002 on account of
      payments for the purchase of goods and services provided
      or to be provided; and

   -- $926,164 contingent on and within 10 business days of the
      effective date of the Plan.

In addition, the Debtors commit to purchase $1,500,000 of Cisco
products in the period January 1, 2003 to October 15, 2003.
Cisco will retain a refund of taxes paid by the Debtors
amounting to $353,836.

As previously reported, pursuant to that certain Global Service
Provider Agreement dated as of July 1, 2000 by and between Cisco
and Global Crossing North America, Inc., the GX Debtors agreed
to purchase optical equipment and routers and related
maintenance. Additionally, under the Cisco Service Agreement,
the GX Debtors agreed to purchase licenses of proprietary
software at a price discounted in accordance with an agreed
schedule.  Cisco asserts that the prepetition amount due and
owing by the GX Debtors to Cisco on account of all products and
services provided under the Cisco Service Agreement is
$16,200,000 and $13,300,000 for postpetition services.  Cisco
also asserts that:

     -- title to the Equipment provided under the Cisco Service
        Agreement has not been transferred to the GX Debtors;
        and

     -- the Licenses to use the software that controls the
        operation of the Equipment has not been granted to the
        GX Debtors.

Although the GX Debtors dispute these assertions, absent
settlement or assumption of the Cisco Service Agreement, they
cannot be certain that they hold clear title to the Equipment or
that they have the right to use the Licenses.

Ownership of the Equipment and Licenses is a crucial element of
the Debtors' compliance with the Purchase Agreement.  In the
Purchase Agreement, the Debtors warranted, as a condition of
closing, that the Network would be in good working order.  The
Equipment and Licenses are required for the proper functioning
of the Network's data transmission capabilities.  The Equipment
is currently embedded in several portions of the Network located
all over the world.  Absent the presence and proper functioning
of the Equipment, important portions of the Network would be
inoperable.  Moreover, the Software is required for the proper
operation of the Equipment. Thus, without clear rights and title
to the Equipment and Licenses, the Debtors' ability to satisfy a
closing condition under the Purchase Agreement may be
jeopardized. (Global Crossing Bankruptcy News, Issue No. 36;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


HAYES LEMMERZ: GECC Wants Claims Allowed for Voting Purposes
------------------------------------------------------------
General Electric Capital Corporation, successor by merger with
Heller Financial Leasing, Inc. and NMHG Financial Services,
Inc., asks the Court to allow its claims under certain unexpired
leases of personal property totaling $34,097,611.37 for purposes
of voting on the plan of reorganization that has been proposed
by Hayes Lemmerz International, Inc., and its debtor-affiliates.

Julianne E. Hammond, Esq., at Blank Rome Comsikey & McCauley
LLP, in Wilmington, Delaware, relates that as of the Petition
Date, GE Capital is the lessor under certain prepetition
unexpired leases and 90 associated schedules of various
manufacturing and other equipment used by the Debtors in their
worldwide business operations.  In addition, as of the Petition
Date, GE Capital is the lessor and Hayes-Kentucky is the lessee
under that certain Master Lease Agreement No. 4068526 dated
August 12, 1997, pursuant to which Hayes-Kentucky leases various
manufacturing and other equipment from GE Capital described in
Schedule Nos. 001, 002, and 003 to the Hayes-Kentucky Lease.  As
of the Petition Date, the Debtors were in default under the
leases for failing to make payments when due prior to the
Petition Date.

On June 3, 2002, Ms. Hammond states that GE Capital timely filed
proof of claim number 3318 amounting to $1,962,812 plus accrued
and accruing costs and attorneys' fees on account of the amounts
owing by Hayes-Kentucky to GE Capital under the terms of the
Hayes-Kentucky Lease and the associated Hayes-Kentucky
Schedules. On June 3, 2002, GE Capital also timely filed proof
of claim number 3319 amounting to $32,134,799.37 on account of
the amounts owing by Hayes to GE Capital under the terms of the
Hayes Leases and the associated Hayes Lease Schedules.

On February 20, 2003, Ms. Hammond recounts that the Debtors
filed their First Amended Joint Plan Of Reorganization and
Disclosure Statement.  Pursuant to the Proposed Plan, all
unexpired leases or executory contracts to which the Debtors are
a party will be deemed automatically assumed and reinstated as
of the Effective Date, unless the lease or contract:

   (i) has been previously rejected by the Debtors;

  (ii) is the subject of a motion to reject filed, or notice of
       rejection served, by the Debtors on or before the date
       that the Court enters an order confirming the Proposed
       Plan;

(iii) is listed on Schedule H to the Proposed Plan; or

  (iv) has expired or is no longer executory prior to the
       Effective Date according to its own terms.

On February 20, 2003, the Court entered an Order that approved
the Disclosure Statement and fixed March 18, 2003, as last date
for filing and serving motions pursuant to Bankruptcy Rule 3018
seeking temporary allowance of any claim for purposes of voting
to accept or reject the Debtors' Proposed Plan if the claim had
been subject to a claim objection filed by the Debtors on or
before February 26, 2003.  On February 24, 2003, the Debtors
filed a Claims Objection under which the Debtors object to GE
Capital's Claim 3318 and Claim 3319.

In the Claims Objection, Ms. Hammond reports that the Debtors do
not dispute that GE Capital may hold substantial claims against
the Debtors and their estates on account of the Leases, and the
Debtors do not challenge the validity or enforceability of any
of the terms and provisions of any of the Leases.  Further, the
Debtors do not contend that GE Capital has received voidable
transfers under Sections 547 and 548 of the Bankruptcy Code, or
that the Debtors have any right of setoff under Section 553 of
the Bankruptcy Code or any counter-claims against GE Capital.

Rather, the Debtors object to the amounts of Claim 3318 and
Claim 3319 by baldly arguing that this is "overstated."  
However, Ms. Hammond states that the Debtors do not offer any
justification, analysis, or support of any kind for this
contention, and they do not provide any amount by which these
claims are purportedly "overstated."  In addition, the Debtors
vaguely assert that "they may not be liable in whole or in part
for these amounts," but again fail to provide any specific
basis, or any justification, analysis, or support of any kind
whatsoever, for this contention.

In the Claims Objection, Ms. Hammond notes that the Debtors
further challenge Claim 3318 and Claim 3319 as containing
"anticipatory lease rejection damages."  This is not true with
respect to Claim 3318. The Hayes-Kentucky Lease and the
associated Hayes-Kentucky Schedules that are the subject of
Claim 3318 have been rejected.  With respect to Claim 3319, to
date, 26 of the Hayes Lease Schedules have been rejected, and
none of the Hayes Leases or associated Hayes Lease Schedules
have been assumed.  GE Capital has not yet received Schedule H
to the Proposed Plan, and the Debtors may reject additional
Hayes Leases and associated Hayes Lease Schedules until the
Proposed Plan is confirmed.  Thus, the threat of significant and
substantial rejections remains, and GE Capital should not be
disenfranchised through any last-minute rejections by the
Debtors.

Under these circumstances, Ms. Hammond insists that the Court
should temporarily allow Claim 3318 and Claim 3319 for voting
purposes in the full amount asserted by GE Capital.  If and to
the extent that the Debtors affirmatively agree to assume any of
the Hayes Leases and the associated Hayes Lease Schedules
pursuant to the requirements of Section 365 of the Bankruptcy
Code, GE Capital will reduce the amount of its temporarily
allowed Claim 3319 to the extent of the amounts owing in
connection with the assumed Hayes Lease/Hayes Lease Schedule.
(Hayes Lemmerz Bankruptcy News, Issue No. 28; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


HEALTHSOUTH: Takes Steps to Stabilize Company and Address Issues
----------------------------------------------------------------
HEALTHSOUTH Corporation (NYSE: HRC) has taken important actions
to address its current situation and stabilize the company. Most
significantly, HEALTHSOUTH has hired experienced outside
professionals to provide vital management assistance to evaluate
future financing alternatives and to coordinate the company's
legal strategy.

The company also announced that, in light of the recent
Securities and Exchange Commission and Department of Justice
investigations into its financial reporting and related activity
calling into question the accuracy of the company's previously
filed financial statements, such financial statements should no
longer be relied upon. Meanwhile, trading of HEALTHSOUTH shares
on The New York Stock Exchange remains halted.

The Special Investigative Committee of the Board, led by
Director Jon F. Hanson, has engaged a forensic auditing team
from PriceWaterhouseCoopers, to fully investigate all issues
related to the SEC's allegations concerning the company's
previous financial reports. The forensic auditing team began
work Friday. "HEALTHSOUTH is committed to fully investigating
and resolving all issues relating to its financial reporting,
and will take appropriate actions against any employee found to
have committed any fraud or other wrongdoing," said Joel C.
Gordon, HEALTHSOUTH's acting chairman of the board.

Alvarez & Marsal Inc., a leading turnaround advisory firm, has
been retained to work directly with HEALTHSOUTH to help
stabilize operations, address financial and liquidity concerns
and to position the company for successful restructuring as it
moves forward. Bryan P. Marsal, who has more than two decades of
hands-on operational and financial experience, will lead the
engagement team. Mr. Marsal has most recently served as Chief
Restructuring Manager of Arthur Andersen LLP. The firm will have
an integral role in helping the company address key issues with
its lenders and bondholders.

HEALTHSOUTH has also designated the law firm of Skadden, Arps,
Slate, Meagher & Flom LLP to serve as lead coordinating counsel
on both corporate and litigation matters. Skadden Arps
represents nearly one-half of the Fortune 250 industrial and
service corporations, as well as many financial and governmental
entities.

"HEALTHSOUTH is working very hard to stabilize this situation,
and adding this level of outside expertise to the team at this
time will make significant strides in our ability to achieve
some forward momentum," said Mr. Gordon. "In the meantime, our
business is continuing to operate in the ordinary course."

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


HPSC GLOUCESTER: S&P Assigns BB/B Ratings to Class E and F Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to HPSC Gloucester Funding 2003-1 LLC I/HPSC Gloucester
Funding 2003-1 LLC II's $323.19 million term notes.

The preliminary ratings are based on information as of March 24,
2003. Subsequent information may result in the assignment of
final ratings that differ from the preliminary ratings.

The preliminary ratings reflect:

     -- Subordination of note classes. All note classes benefit
from the subordination of the note classes having a letter
designation below them. For instance, the class A-1 and A-2
notes benefit from the subordination of classes B through F, and
so forth;

     -- Overcollateralization in the form of contract
receivables that benefits all note classes;

     -- A 1.00% nondeclining cash reserve account;

     -- Residual values that will be deposited into a residual
payment account. A portion of this will be released on specified
dates only if contract defaults are below a specified default
percentage;

     -- The quality of the assets, which consist of a
diversified pool of contract receivables relating to various
medical equipment types and obligors;

     -- HPSC Inc.'s low historical loss experience; and

     -- The overall servicing experience of HPSC. A copy of
Standard & Poor's complete presale report for this transaction
can be found on RatingsDirect, Standard & Poor's Web-based
credit analysis system, at http://www.ratingsdirect.com The  
presale can also be found on the Standard & Poor's Web site at
http://www.standardandpoors.com Select Fixed Income. Then,  
under Browse by Sector, select Structured Finance and find the
article under Presale Credit Reports.

               PRELIMINARY RATINGS ASSIGNED

     HPSC Gloucester Funding 2003-1 LLC I/HPSC Gloucester
               Funding 2003-1 LLC II
     Class             Rating        Amount    ($000)
     A-1 and A-2(1)    AAA                    275,310
     B                 AA                      16,245
     C                 A                       12,825
     D                 BBB                      6,840
     E(2)              BB                       9,405
     F(2)               B                       2,565


     (1) Class A-1 will be a floating-rate tranche, and class
         A-2 will be a fixed-rate tranche. Both classes A-1 and
         A-2 will have the same stated maturity date.

     (2) The class E and F notes will be placed on a best-
         efforts basis.


INSILCO: Bel Completes Passive Components Business Acquisition
--------------------------------------------------------------
Bel Fuse Inc., (Nasdaq:BELFA)(Nasdaq:BELFB) has closed the
previously announced acquisition of the passive components group
from Insilco Technologies, Inc.

On December 16, 2002, Bel announced a definitive agreement to
acquire the assets of the passive components business from
Insilco Technologies, Inc. for approximately $35 million in cash
and the assumption of certain liabilities. The agreement to
acquire the assets of Insilco Technologies subsidiaries Stewart
Connector Systems, Inc., InNet Technologies, Inc., and Signal
Transformer Co., Inc., was approved by the United States
Bankruptcy Court, District of Delaware on March 7, 2003. The
transaction has closed and the acquired businesses now operate
as Bel companies.

Daniel Bernstein, President, said, "The purchase of Insilco's
passive components group is a logical strategic fit with Bel's
current products and markets. We believe this acquisition
strengthens Bel and enables us to offer a larger customer base a
wider breadth of products. With the increased diversification of
our product line, Bel becomes a more attractive supplier to
current customers seeking a greater variety of products."

To illustrate the strategic value of this acquisition, both Bel
and the acquired Stewart Connector Systems are leaders in the
high-growth Integrated Connector Module (ICM) market.
Consolidating the engineering, manufacturing and sales
capabilities of Bel and Stewart will help improve Bel's product
leadership and growth rate in this important market. Bel's
expertise in electrical engineering and high-volume, low-cost
manufacturing complements Stewart's strengths in mechanical
design and engineering.

As an example of the increased diversification this brings to
Bel's product line, the Signal Transformer acquisition adds a
new market -- custom and high-frequency transformers -- and
thousands of new customers to Bel's business. Additionally, Bel
expects to leverage the well-established Signal Transformer
brand name to develop a magnetics distribution business serving
current customers who are looking for a "one-stop magnetics
shop" specializing in lower-volume builds and orders."

The acquisition also increases Bel's manufacturing capacity,
especially in China, where expansion plans were already underway
to meet the growing demand for Bel products. The enhanced
manufacturing capacity and the acquisition of Insilco's passive
components group is expected to increase Bel's market presence
and customer base in Europe. In combination with the December
23, 2002 acquisition of the Communications Products Division of
APC, we expect that Bel's reach and results should improve in
key European and world markets.

"We are very pleased to welcome the Insilco passive component
group of companies and their customers to Bel and we look
forward to quickly integrating the businesses and providing a
greater range of high-quality products to current and new
customers," concluded Bernstein.

Bel -- http://www.BelFuse.com-- and its subsidiaries are  
primarily engaged in the design, manufacture and sale of
products used in networking, telecommunications, high speed data
transmission, automotive and consumer electronics. Products
include magnetics and connectors for voice and data
transmission, fuses, DC/DC converters, delay lines and hybrid
circuits. The Company operates facilities around the world.


INSILCO TECHNOLOGIES: Committee Hires Arent Fox as Lead Counsel
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware gave its
stamp of approval to the Official Committee of Unsecured
Creditors of Insilco Technologies, Inc., and its debtor-
affiliates' application to employ and retain Arent Fox Kintner
Plotkin & Kahn, PLLC as lead counsel.

The professional services Arent Fox will be render include:

     a) assisting, advising and representing the Committee in
        its consultation with the Debtors relative to the
        administration of this chapter 11 case;

     b) assisting, advising and representing the Committee in
        analyzing the Debtors' assets and liabilities,
        investigating the extent and validity of liens and
        participating in and reviewing any proposed asset sales
        or dispositions;

     c) attending meetings and negotiate with the
        representatives of the Debtors and secured creditors;

     d) assisting and advising the Committee in its examination
        and analysis of the conduct of the Debtors' affairs;

     e) assisting the Committee in the review, analysis and
        negotiation of any plan(s) of reorganization that may be
        filed and to assist the Committee in the review,
        analysis and negotiation of the disclosure statement
        accompanying any plan(s) of reorganization;

     f) assisting the Committee in the review, analysis, and
        negotiation of any financing or funding agreements;

     g) taking all necessary action to protect and preserve the
        interests of the Committee, including prosecuting
        actions on its behalf, negotiations concerning all
        litigation in which the Debtors are involved, and review
        and analysis of all claims filed against the Debtors'
        estates;

     h) generally preparing on behalf of the Committee all
        necessary motions, applications, answers, orders,
        reports and papers in support of positions taken by the
        Committee;

     i) appearing, as appropriate, before this Court, the
        Appellate Courts, and other Courts in which matters may
        be heard and to protect the interests of the Committee
        before said Courts and the United States Trustee; and

     j) performing all other necessary legal services in this
        case.

Andrew I. Silfen, Esq., will lead Arent Fox's retention in this
case. Mr. Silfen's hourly rate is $480 per hour.  Other Arent
Fox professionals and paraprofessionals are presently billed as:

          Members             $340 - $590 per hour
          Of Counsel          $340 - $580 per hour
          Associates          $175 - $395 per hour
          Legal Assistants    $165 - $190 per hour

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


INTEGRATED HEALTH: Seeks Seventh Lease Decision Period Extension
----------------------------------------------------------------
Edmon L. Morton, Esq., at Young Conaway Stargatt & Taylor LLP,
in Wilmington, Delaware, informs the Court that as of the
Petition Date, Integrated Health Services, Inc., and its debtor-
affiliates were parties to more than 1,500 unexpired non-
residential real property leases and subleases, including 230
Unexpired Leases relating to facilities in the Long-Term Care
Division and 200 Unexpired Leases used in connection with the
Symphony Division.  Since the Petition Date, the Debtors' time
to assume or reject Unexpired Leases has been extended from time
to time pursuant to Court orders.  Most recently, by Order dated
September 30, 2002, the Debtors' time to assume or reject
Unexpired Leases was extended from October 1, 2002, to and
including March 31, 2003.

By this motion, the Debtors ask the Court to extend their lease
decision deadline through and including June 30, 2003.

Over the course of these Chapter 11 cases, the Debtors have
obtained Court approval to:

    -- reject certain of the Unexpired Leases;

    -- assume certain of the Unexpired Leases; and

    -- assume and assign certain other Unexpired Leases to third
       parties.

Consequently, at the present time, the Debtors are lessees or
sub-lessees to 201 Unexpired Leases, including:

    -- Unexpired Leases relating to 101 long-term care
       facilities, 45 of which have been assumed, and 56 of
       which have not yet been assumed or rejected; and

    -- 100 other unassumed Unexpired Leases, which are utilized
       in connection with Symphony division, the Long Term Care
       division and certain other ancillary divisions.

Mr. Morton contends that the Debtors' Unexpired Leases are an
integral part of their business operations.  Much of the
Debtors' remaining business operations involve providing
comprehensive long-term health care services to the elderly and
the infirm. These operations necessarily require facilities
specifically tailored to the provision of this care.  
Accordingly, the Debtors' determinations to assume or reject the
Unexpired Leases must be reasoned and informed.

According to Mr. Morton, the Sixth Extension Period has been a
critical time in the Debtors' reorganization process.  Among
other things, the Debtors executed a stock purchase agreement
with THI Holdings, LLC, which served as the stalking horse
bidder in a competitive bidding process that resulted in the
Debtors' selection of the Briarwood Agreement as the cornerstone
for the Plan.  In addition, the Debtors filed the Plan, which
provides the framework for the assumption and rejection of the
Unexpired Leases. Pursuant to the Briarwood Agreement, Briarwood
is required to designate those Unexpired Leases which it wants
the Debtors to assume and assign, following which the Debtors
will file an appropriate motion pursuant to Section 365 of the
Bankruptcy Code, to be heard on or prior to the April 29, 2003
Confirmation Hearing.

To preserve their ability to assume or reject the Unexpired
Leases in the event that the Confirmation Hearing is delayed,
the Briarwood Agreement is not consummated and the Debtors
determine that the Plan will be consummated through
implementation of a stand-alone reorganization, it is necessary
for the Debtors to maintain the status quo for some period
thereafter.  The Debtors believe that an extension to June 30,
2003, will enable them to enjoy a reasonable level of
flexibility to make informed and strategically favorable
assumption/rejection decisions on their portfolio.

Mr. Morton states that decisions to assume or reject facility
leases necessarily involve complex negotiations not only with
the affected landlord, but also with the Health Care Financing
Administration, the Department of Justice and the relevant state
Medicaid agency concerning the treatment of claims and
liabilities under the provider agreements impacted by the
Debtors' decision. In some cases, the Debtors' facility leases
are intertwined with other facility leases with the same
landlord, making the assumption/rejection decision more complex.  
Whenever possible, the Debtors will, as they have in the past,
seek to resolve these issues on a consensual basis.

Mr. Morton adds that the Court must take into account the nature
of the Debtors' businesses, which necessitates extension of the
time period to assume or reject the Unexpired Leases.  As
providers of post-acute and related specialty healthcare
services, the Debtors must avert any inadvertent or forced
closure of a long-term care facility that would adversely affect
the health and welfare of the facility's residents.  Thus, it is
important that the status quo be maintained so that the
decisions to assume or reject the Unexpired Leases are made in
an orderly manner without adverse consequences for these
residents.  The Debtors have used the prior extensions to make
significant progress -- in some cases, by effectuating
consensual operations transfers, and in others, by making
reasoned economic decisions to assume certain Unexpired Leases
and continuing operations at those facilities.  Thus, the Court
should permit the Debtors to continue to use their business
judgment to make the assumption/rejection decisions on a
reasonable timetable.

Mr. Morton insists that the Debtors should not be compelled to
make precipitous decisions as to lease assumption or rejection
and perhaps inadvertently reject a valuable lease or,
prematurely assume a burdensome lease and incur substantial
administrative obligations.  Rather, this decisional process,
which will take place in consultation with Briarwood, as well as
the Creditors' Committee, in the weeks and months ahead, must be
carried out in a rational and orderly manner so as to benefit
the Debtors' estates, their creditors, and all other parties-in-
interest.

Mr. Morton believes that the lessors of the Unexpired Leases
will not be prejudiced by the Debtors' request because:

    -- the Debtors have performed and will continue to perform
       in a timely manner their postpetition obligations under
       the Unexpired Leases, except with respect to those
       obligations which are the subject of bona fide disputes;
       and

    -- any lessor may request that the Court fix an earlier date
       by which the Debtors must assume or reject its lease in
       accordance with Section 365(d)(4) of the Bankruptcy Code.

According to Mr. Morton, the Debtors' request is consistent with
relief granted by this Court in other large healthcare
bankruptcy cases, which have faced the same complex issues in
making assumption/rejection decisions.  In these cases, the
Court granted extensions through the confirmation of the
debtors' plans of reorganization.  See, e.g., hr re Sun
Healthcare Group, Inc., Case No. 99-3657 (MFW) (time extended to
March 13, 2002; plan confirmed in February 3, 2002); In re
Genesis Health Ventures, Inc., et al., Case No. 00-2692 (JHW)
(time extended to earlier of October 22, 2001 and date of
confirmation of plan; plan confirmed on September 20, 2001).

Mr. Morton asserts that an extension of the lease decision
period will promote the Debtors' ability to maximize the value
of their estates, avoid the incurrence of needless
administrative expenses by minimizing the likelihood of an
inadvertent rejection of a valuable lease or premature
assumption of a burdensome one, and, most importantly, best
serve the health and safety of facility residents. (Integrated
Health Bankruptcy News, Issue No. 54; Bankruptcy Creditors'
Service, Inc., 609/392-0900)   


ION NETWORKS: Nasdaq Delisting Shares from SmallCap on Friday
-------------------------------------------------------------
ION Networks Incorporated (Nasdaq: IONN), a leading provider of
security and management solutions that protect critical
infrastructure from internal and external security threats,
received a letter from The Nasdaq Stock Market, Inc., on
March 19, 2003, advising that the Company has not regained
compliance with the minimum $1.00 closing bid price per share
requirement, as set forth in Marketplace Rule 4310(C)(4) and is
not eligible for an additional 90 calendar day compliance period
given that it does not meet the initial listing requirements of
The Nasdaq SmallCap Market under Marketplace Rule 4310(C)(2)(A).

ION's securities will consequently be delisted from The Nasdaq
SmallCap Market at the opening of business on March 28, 2003 and
may thereafter be available for immediate quotation on the OTC
Bulletin Board under the same symbol, IONN.

ION Networks, Inc., is a leading provider of security and
management solutions that protect critical information and
infrastructure from internal and external security threats. The
ION Secure suite helps customers protect critical infrastructure
and maximize operational efficiency while lowering operational
costs. ION Networks' customers include AT&T, Bank of America,
British Telecom, Citigroup, Entergy, Fortis Bank, Oracle, Sprint
and the U.S. Government. Headquartered in Piscataway, New
Jersey, the Company has installed tens of thousands of its
products worldwide. More information can be obtained from
http://www.ion-networks.com  

                        *     *     *

            FINANCIAL CONDITION AND CAPITAL RESOURCES

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

"The Company's working capital balance as of September 30, 2002
was $2,089,596 as compared to $5,040,922 at March 31, 2002. This
decline in working capital was due to continued operating losses
generated throughout the six months ended September 30, 2002. We
believe that our working capital as of September 30, 2002 will
fund the Company's operations, as currently planned, through the
quarter ended March 31,2003. We believe that approximately
$2,000,000 in additional capital will be needed in order to fund
the Company's planned operations through December 2003. We plan
to seek equity financing to provide funding for operations but
the current market for equity financing may be weak. If we are
not successful in raising additional equity capital to generate
sufficient cash flows to meet our obligations as they come due,
we plan to continue to reduce our overhead expenses by the
reduction of headcount and other available measures. We may also
explore the possibility of mergers and acquisitions. If we are
not successful in increasing our revenue, reducing our expenses
or raising additional equity capital to generate sufficient cash
flows to meet our obligations as they come due, we may not be
able to continue as a going concern.

"Net cash used in operating activities during the six months
ended September 30, 2002 was $2,240,894 compared to net cash
used during the same period in 2001 of $3,329,222. The decrease
in net cash used during the six months ended September 30, 2002
compared to the same period in 2001, was primarily due to
improved gross margins and the reduction in operating expenses
as a result of the corporate-wide effort to reduce expenses. The
$2,240,894 net cash used in operating activities during the six-
month period ended September 30, 2002 was primarily the result
of operating losses incurred during this period which was
partially offset by the cash generated from the net decrease in
accounts receivable.

"Net cash used in investing activities during the six months
ended September 30, 2002 was $286,302 compared to net cash
generated during the same period in 2001 of $568,449. This
increase in cash used in investing activities during the six
months ended September 30, 2002 as compared to the comparable
period of 2001 was primarily the result of the collection of a
related party note receivable in 2001, which did not occur in
2002. This was partially offset by an increase in capitalized
software expenditures.

"Net cash generated from financing activities during the six
months ended September 30, 2002 was $219,624 compared to net
cash used during the same period in 2001 of $60,392. This
increase in cash generated from financing activities during the
six months ended September 30, 2002 as compared to the
comparable period of 2001 was primarily due to the proceeds
generated from the preferred stock financing completed in
September 2002.

"Our consolidated financial statements have been prepared on the
basis that we will continue as a going concern, which
contemplates the realization and satisfaction of liabilities and
commitments in the normal course of business. At September 30,
2002, we had an accumulated deficit of $40,503,210 and working
capital of $2,089,596. We also realized net losses of $3,408,786
for the six months ended September 30, 2002. Our existing
working capital might not be sufficient to sustain our
operations.

"Our plans to overcome this condition includes refocusing our
sales efforts to include penetrating additional markets with our
enterprise infrastructure security products, reducing expenses
and raising additional equity capital. We have restructured and
reorganized to reduce our operating expenses by the elimination
of thirteen employees during the quarter ended September 30,
2002, which is expected to reduce the Company's overhead
expenses by approximately $960,000 ($80,000 per month) in annual
salaries and employee benefits. The Company has refocused its
sales effort to emphasize the selling of its software products
and reengineered its hardware products in an effort to increase
gross margins. The Company has begun to establish alternate
channels that will open opportunities in the future to sell our
products without the overhead expenses associated with direct
sales. We can not assure that our sales efforts or expense
reduction programs will be successful, or that additional
financing will be available to us, or, if available, that the
terms will be satisfactory to us. If we are not successful in
increasing our revenue, reducing our expenses or raising
additional equity capital, to generate sufficient cash flows to
meet our obligations as they come due, we may not be able to
continue as a going concern. Our financial statements do not
include any adjustments relating to the recoverability and
classification of recorded asset amounts or to amounts and
classification of liabilities that may be necessary should we be
unable to continue as a going concern."


ITEX CORP: Daniella Calvitti Steps Down as Chief Fin'l Officer
--------------------------------------------------------------
ITEX Corporation, (OTCBB: ITEX) a leading business services and
trading company, announced the departure of its Chief Financial
Officer, Daniella Calvitti.

Lewis "Spike" Humer, ITEX President and Chief Executive Officer
stated, "The day-to-day management of the finance and accounting
department will remain under the supervision of our Controller,
Stacy Kennedy. I intend to work closely with the Board of
Directors in searching for a superior individual with the proper
qualifications to act as CFO of ITEX. We do not anticipate any
disruption of services as a result of Ms. Calvitti's departure."

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

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


JAG MEDIA: Says MD&A Disclosures Don't Point to Bankruptcy
----------------------------------------------------------
Gary Valinoti, President & CEO of JAG Media Holdings says the
excerpts reprinted in Monday's edition of the Troubled Company
Reporter from the MD&A section of the Company's latest SEC
filing refer to events of approximately three years ago, have no
bearing on the Company's current financial condition and
liquidity and, when taken out of context, are misleading for
investors.  

Mr. Valinoti also noted that "In fact, far from considering
bankruptcy, in view of its liquidity the Company is not even
currently engaged in fundraising efforts, but is in the process
of issuing a stock dividend and is in the advanced stages of
merger negotiations with Oil@Work Group, Inc., as the Company
has already announced."

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

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

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

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

JAG Media Holdings, Inc., is a provider of Internet-based
equities research and financial information that offers its
subscribers a variety of stock market research, news, commentary
and analysis, including "JAG Notes", the Company's flagship
early morning consolidated research product. The Company also
offers, through its wholly-owned subsidiary, JAG Company Voice
LLC, its "Company Voice" service which provides publicly traded
companies with production services and distribution for their
corporate messages in streaming video/audio format. The
Company's Web sites are located at http://www.jagnotes.comand  
http://www.thecompanyvoice.com


KMART CORP: Reaches Claims Dispute Settlement with Fleming Cos.
---------------------------------------------------------------
Fleming Companies, Inc., (NYSE: FLM) has reached a settlement of
all pre-petition and post-petition disputes between Kmart and
the company related to Kmart's bankruptcy filing and the
subsequent termination of the parties' supply agreement. A
related hearing is scheduled in the bankruptcy court on
March 25, 2003. Subject to bankruptcy court approval and
satisfaction of other conditions of the settlement, Fleming
expects to receive $37 million in cash payments.

The company's new senior management team is focusing on the
improvement of its cash management systems and financing needs.
Fleming has retained Gleacher Partners as well as Glass &
Associates to assist the company in these efforts and with its
relationships with vendors, bondholders and other
constituencies. Among the duties assigned to these advisors are
discussions concerning a new or amended credit agreement with
its current lenders and other third parties.

Fleming is a leading supplier of consumer package goods to
retailers of all sizes and formats in the United States. Fleming
serves a wide range retail locations across the country,
including supermarkets, convenience stores, discount stores,
concessions, limited assortment, drug, supercenters, specialty,
casinos, gift shops, military commissaries and exchanges and
more. Fleming serves more than 600 North American stores of
global supermarketer IGA. To learn more about Fleming, visit its
Web site at http://www.fleming.com


KMART CORP: Net Loss Balloons to $3 Billion in Fiscal Year 2002
---------------------------------------------------------------
Kmart Corporation (Pink Sheets: KMRTQ) announced its financial
results for the fiscal year and fourth quarter ended January 29,
2003. These results were filed with the Securities and Exchange
Commission in an Annual Report on Form 10-K. Kmart has also
filed monthly operating reports for January and February 2003
with the United States Bankruptcy Court for the Northern
District of Illinois and with the SEC on Form 8-K.

                     Fiscal 2002 Results

For the 52 weeks ended January 29, 2003, Kmart reported total
sales of $30.76 billion, compared with $36.15 billion in fiscal
2001. As previously reported, Kmart closed 283 underperforming
stores, or 13% of its existing store base, in the second quarter
of 2002. On a same-store basis, sales declined 10.1% in fiscal
2002 from the previous year.

Kmart reported a net loss of $3.22 billion in fiscal 2002,
versus a loss of $2.45 billion during fiscal year 2001.
Excluding non-comparable items such as special charges,
reorganization items and results of discontinued operations, the
Company's net loss in fiscal 2002 was $846 million versus a net
loss of $1.54 billion in the 2001 fiscal year.

Special charges affecting fiscal 2002 results consisted
primarily of charges relating to the closure of 283 stores in
the second quarter, charges recorded in the fourth quarter
related to the announced closure of an additional 316 stores in
2003, asset impairments and corporate cost reduction
initiatives. Special charges affecting fiscal 2001 results
consisted of charges related to asset impairments and the
restructuring of the Company's supply chain operations and e-
commerce business. See the Supplemental Schedule included within
this press release, which provides a reconciliation of net loss,
as reported to net loss, as adjusted.

Julian B. Day, President and Chief Executive Officer of Kmart,
said: "In addition to the Company's Chapter 11 filing in January
of last year, Kmart's 2002 financial results reflect the impact
of significant charges associated with our restructuring efforts
as well as a decrease in sales associated with the store
closings and reduced customer traffic."

Day continued, "As we draw closer to emergence from Chapter 11,
we remain focused on achieving a cost structure and organization
that is aligned with our reduced store base. Our objective is to
ensure that the Company emerges from the reorganization process
with a restructured balance sheet, stronger store portfolio, and
an efficient, cost-effective organization positioned to compete
in the discount retail sector. Our fast-track reorganization
timetable remains on schedule, as we expect to emerge from
Chapter 11 on or before April 30, 2003. Creditors are in the
process of voting on our First Amended Joint Plan of
Reorganization, and we anticipate the Plan will be confirmed in
mid-April and the Company will complete its Chapter 11
reorganization by April 30, 2003."

                       February 2003 Results

In its monthly operating report for the four-week period ended
February 26, 2003, the first month of the 2003 fiscal year,
Kmart reported a net loss of $54 million on sales of $2.17
billion. Same-store sales declined 2.5% compared to February
2002. Inventory clearance sales at the 316 closing stores are
not included in the same store sales results. Total sales, which
include the closing stores, decreased by 1.3%.

As of February 26, 2003, the Company's balance sheet cash
position was slightly more than $1 billion, of which
approximately $260 million represented cash at stores. In
addition, Kmart had no borrowings outstanding as of February 26,
2003 under its debtor-in-possession (DIP) facility and had
borrowing availability under its DIP facility of approximately
$1.55 billion.

Day said, "We have adopted a disciplined, low-risk approach to
managing our business. Although this Company has a long way to
go, we are encouraged by February's financial results, which
demonstrate signs of progress, particularly in achieving
positive cash flow, controlling costs and enhancing gross
margin. As we continue to control costs and improve margins
moving forward, we remain focused on driving same-store sales,
increasing customer traffic, enhancing our in-stock position and
improving overall customer experience."

             Fourth Quarter and January 2003 Results

Net sales for the fourth quarter of 2002 were $8.87 billion,
compared with $10.88 billion in the 2001 fourth quarter. On a
same-store basis, which excludes the 283 stores closed in the
second quarter of 2002, sales declined 9.8% from the fourth
quarter of 2001.

Kmart reported a net loss of $1.10 billion in the fourth quarter
of 2002, compared with a net loss of $1.65 billion in the same
quarter a year ago.

In its monthly operating report for the four-week period ended
January 29, 2003, the final month of the 2002 fourth quarter and
fiscal year, Kmart reported a net loss of $1.41 billion on net
sales of $1.70 billion. The net loss for the month includes
several charges relating to the Company's previously announced
plan to close 316 stores in early 2003. These include a non-cash
charge of $695 million relating to the impairment of long-lived
assets at the closing stores and a charge of $471 million
related to the write-down of inventory to its estimated selling
value in connection with the liquidation sales at the closing
stores. In addition, Kmart recorded a charge of $36 million
related to the planned reduction of staff at the Company's
headquarters and in certain corporate support functions. Same
store sales in January were 8.9% lower than the same period last
year.

Kmart Corporation is a mass merchandising company that serves
America through its Kmart and Kmart SuperCenter retail outlets.
The Company's common stock is currently quoted on the Pink
Sheets Electronic Quotation Service -- http://www.pinksheets.com
-- under the symbol KMRTQ.


KMART CORP: Trade Creditors Sell 216 Claims Totaling $1.9 Bill.
---------------------------------------------------------------
From July 29, 2002 through December 17, 2002, the Clerk of Court
recorded $1,915,647,432 in claims transfers.  Of this amount,
Euler American Credit Indemnity Company bought 12 claims
totaling $50,221,633.  Credit Suisse First Boston purchased two
claims equal to $46,306,883 and Third Avenue Value Fund took
another two amounting to $35,382,092.  CRK Partners II later
acquired a $34,999,352 claim from Credit Suisse First Boston.

Amroc Investments LLC got 13 claims totaling $28,603,911 while
Appaloosa Management LP obtained three claims equal to
$25,984,803.  Newstart Factors Inc. also acquired 13 claims
aggregating $18,846,504.  Goldman Sachs Credit Partners LP
bought four claims amounting to $15,149,063.  Contrarian Capital
Trade Claims LP took home 17 claims equal to $14,702,153.

Satellite Senior Income Fund, LLC got Pennzoil-Quaker State
Company's $14,000,000 claim and LaSalle Bank National
Association snared two claims amounting to $8,924,130.  SPCP
Group LLC took home three claims totaling $4,827,069 while
Merced Partners LP obtained two claims aggregating $4,381,728.  
Contrarian Capital Fund I LP bought six claims amounting to
$4,012,364.  Aspen Advisors LLC also bought Bollinger
Industries's $3,270,979 claim. Protective Life Insurance Company
acquired the Dunitz/Stern Claimants' $2,359,266 claim.  
Greenlight Capital Qualified L.P. bought two claims totaling
$1,761,301 and KS Capital Partner bagged six claims aggregating
$1,202,787.

Salomon Brothers Realty took home Springfield Park LLC's
$1,029,806 claim.  Other traders who bought single claims
include PW Willow Fund LLC -- $943,221; Tamarack International
-- $715,556; NCM Americas Inc. -- $533,175; KS International
Inc. -- $507,940; Export Development Canada -- $463,128;
Overnite Transportation Company -- $194,985; Bycin Industries --
$60,151; Jefferson-Pilot Investment Inc. -- $56,350; Unum Life
Insurance Company of America -- $13,572; and Trade Debt Net Inc.
-- $8,582.

Layser's Flowers Inc. acquired two claims of Natural Plants,
Inc. amounting to $416,433.  Debt Acquisition Company of America
V, LLC obtained two claims totaling $151,189 in claims while
Argo Partners snared Kason Market Products' claims equal to
$86,130.

During the same period, Goldman Sachs Credit Partners LP also
acquired 36 Sara Lee Corporation claims totaling $155,531,232.
Third Avenue Trust, on behalf of Third Avenue Value Fund Series,
purchased another 36 Sara Lee claims amounting to $899,999,964.
At the same time, Third Avenue Trust got 36 Goldman Sachs Credit
Partners claims aggregating $540,000,000.

On the other hand, one claimant withdrew its transfer
transaction.  Custom Floor Covering backed out from a deal to
assign its $19,389 claim to Argo Partners. (Kmart Bankruptcy
News, Issue No. 50; Bankruptcy Creditors' Service, Inc.,
609/392-0900)


LAIDLAW INC: Wants to Amend Sale Agreement with 535045 BC
---------------------------------------------------------
On November 7, 2001, Laidlaw Inc., and its debtor-affiliates
obtained the Court's permission to assume as well as consummate
a prepetition agreement to sell certain properties owned or
leased by Laidlaw Inc. in Canada to 535045 BC Ltd.  The
Properties consist of:

    (a) the Debtors' fee simple interest in a 4.35-acre parcel
        located at 1633 1st Avenue, Prince George in British
        Columbia, Canada;

    (b) the Debtors' leasehold interest in an 11.25-acre parcel
        located at 1108 Derwent Way, Delta in British Columbia,
        Canada;

    (c) the Debtors' fee simple interest in a 9.74-acre parcel
        located at 9416-40 Street S.E., Calgary in Alberta,
        Canada; and

    (d) the Debtors' fee simple interest in a 15.86-acre parcel
        located at 2840-76th Avenue, Edmonton in Alberta,
        Canada.

Pursuant to the Sale Agreement, 535045 BC is required to pay
CND8,500,000 or $5,584,650 to LINC for the Canadian properties,
subject to certain conditions that had to be satisfied before
the Closing Date.

Unfortunately, due to a variety of factors, the Closing of the
sale has been long delayed.  Gary M. Graber, Esq., at Hodgson
Russ LLP, reports that the real estate markets where several of
the Properties are located have softened considerably.  This
placed the Original Purchase Price above the current market
price for the Properties.  Unless the purchase price of the
Properties is reduced to reflect current market conditions, Mr.
Graber tells the Court that 535045 BC will be unable to
negotiate financing or purchase the Properties.

To accommodate these new circumstances, 535045 BC and the
Debtors entered into an Amending Agreement and Addendum to
modify the Sale Agreement.  As approved by the Court, the
parties agree that the Purchase Price of the Properties will be
reduced to CND7,150,000 or $4,696,835, with adjustments to the
allocation of the purchase price among the Properties:

               Property               Allocation
               --------               ----------
               Prince George          CND350,000
               Leasehold               3,000,000
               Calgary                 1,200,000
               Edmonton                2,600,000

Entering into the Addendum will allow the Debtors to close the
sale and still recognize significant cash for the benefit of
their estates, according to Mr. Graber.  While the Addendum does
reduce the Original Purchase Price, given the fall in the market
value of the Properties, Mr. Graber notes that neither 535045 BC
nor any other party will be willing to buy or able to finance
the Properties without a reduced Purchase Price to reflect the
current market value.

Besides, Mr. Graber says, the Properties are not part of the
Laidlaw Companies' core operations and simply represent a
distraction to LINC's management.  Therefore, selling the
Properties as a package pursuant to the Addendum still allows
the Debtors to maximize the aggregate price for these assets and
allows them to sell the Properties in the most efficient manner.
(Laidlaw Bankruptcy News, Issue No. 33; Bankruptcy Creditors'
Service, Inc., 609/392-0900)  


LAPLINK INC: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: LapLink Inc.
        18912 N Creek Pkwy #100
        Bothell, WA 98011
        aka Traveling Software Inc
        aka LapLink.com Inc

Bankruptcy Case No.: 03-13521

Type of Business: LapLink Inc. develops and manufactures
                  software products that provide business-
                  computing professionals with hassle-free
                  method of remotely accessing private and
                  public computer networks and individual PCs.

Chapter 11 Petition Date: March 18, 2003

Court: Western District of Washington (Seattle)

Judge: Samuel J. Steiner

Debtor's Counsel: Aimee S. Willig, Esq.
                  Armand J Kornfeld, Esq.
                  Katriana L Samiljan, Esq.
                  Bush Strout & Kornfeld
                  601 Union St #5500
                  Seattle, WA 98101-2373
                  Tel: (206) 292-2110
                  Fax : 206-292-2104

Total Assets: $908,904

Total Debts: $6,554,925

Debtor's 20 Largest Unsecured Creditors:

Entity                                            Claim Amount
------                                            ------------
QMedia Services (FIFE)                                $298,169
PO BOX 1117
TACOMA, WA 98401
Cassie Sheehan, A/R
253-926-9309

Internal Revenue Service                              $294,293
915 2nd Ave. M/S 244
Seattle, WA 98174
206-220-5524

Jo-Dan International Inc                              $245,706
Dba JDI Technologies

Infosys Technologies Limited                          $240,000

Intuit, Inc                                           $212,333

Stoel Rives LLP                                       $188,233

Kirk Loevner Trust                                    $128,000

Altiris Inc                                            $89,924

Netchip Technology, Inc                                $85,982

ESI Of Idaho                                           $79,000

International Software Product                         $55,336

Russell Murphy                                         $47,815

Printing Control Services, Inc.                        $47,235

Interact Inc                                           $45,865

Exodus Communications Inc                              $44,372

Steven Chen                                            $38,252

Levy & Wurz                                            $34,229

HI/FN Inc                                              $33,583

Frank Van Deventer                                     $31,876

Lloyd Wiebe                                            $31,876


LTV: US Trustee Appoints Administrative Claimants' Committee
------------------------------------------------------------
Saul Eisen, the United States Trustee for Region 9, appoints 11
creditors to serve as members of an Official Committee of
Administrative Claimants, in the chapter 11 cases involving The
LTV Corporation and its debtor-affiliates:

                 Air Products & Chemicals, Inc.
                 c/o Lynn Richardson
                 7201 Hamilton Blvd.
                 Allentown, PA 18195-1501
                 Tele: (610) 481-3077
                 Fax:  (610) 481-2244

                 Bearing Service Co. of Pa.
                 c/o David A. Michaud
                 8800 Sweet Valley Drive
                 Cleveland, OH 44125
                 Tele: (216) 642-9922
                 Fax: (216) 642-7690

                 Cleveland Cliffs Inc.
                 c/o William R. Calfee
                 1100 Superior Avenue
                 Cleveland, OH 44114-2589
                 Tele: (216) 694-5547
                 Fax: (216) 694-5534

                 GATX Capital Corporation
                 c/o Ian M. Irvine
                 4 Embarcadero Center
                 Suite 2200
                 San Francisco, CA 94111
                 Tele: (415) 955-3247
                 Fax: (415) 955-3444

                 Vesuvius USA Corporation
                 c/o Peter J. Reynolds
                 27 Noblestown Road
                 Carnegie, PA 15106
                 Tele: (412) 276-1750 Ext. 260
                 Fax: (412) 276-7252

                 Hunter Corporation
                 c/o Chester Jones
                 2533 Portage Mall #B
                 Portage, IN 46368
                 Tele: (219) 762-0200
                 Fax: (219) 762-9483

                 Presque Isle Corporation
                 c/o Steve Bitting
                 555 Frost Road
                 Suite 100
                 Streetsboro, OH 44241
                 Tele: (330) 463-1218
                 Fax: (330) 463-1220

                 C&K Industrial Services Inc.
                 c/o Arthur Karas
                 5617 Schaaf Road
                 Independence, OH 44131
                 Tele: (216) 642-0055
                 Fax: (216) 642-0059

                 United Steelworkers
                 c/o David Jury
                 Five Gateway Center
                 Room 807
                 Pittsburgh, PA 15222
                 Tele: (412) 562-2546
                 Fax: (412) 562-2429

                 Koppers Industry
                 c/o Martin Smerk
                 436 Seventh Avenue #1750
                 Pittsburgh, PA 15219
                 Tele: (412) 227-2154
                 Fax: (412) 227-2159

                 The Pangere Corporation
                 c/o Steve N. Pangere
                 4050 West 4th Avenue
                 Gary, IN 46404-1718
                 Tele: (219) 949-1368
                 Fax: (219) 944-3028
(LTV Bankruptcy News, Issue No. 46; Bankruptcy Creditors'
Service, Inc., 609/392-00900)


LYONDELL CHEM.: Margin Recovery Spurs Fitch to Affirm BB- Rating
----------------------------------------------------------------
Fitch Ratings has affirmed Lyondell Chemical Company's senior
secured credit facility rating at 'BB-', Lyondell's senior
secured notes at 'BB-', and Lyondell's senior subordinated notes
'B'. Fitch has also affirmed the 'BB-' rating on Equistar
Chemicals L.P. senior secured credit facility, and 'B' rating on
the Equistar's senior unsecured notes. The Rating Outlook
remains Negative for both Lyondell and Equistar.

The ratings reflect Fitch's concerns that a substantial margin
recovery at Lyondell and Equistar could be delayed for up to a
year due to uncertainty in the overall economy and persisting
trough like conditions in the chemical industry. Both companies
are heavily leveraged and expect high debt levels to remain
until cash generation from operations improves. For both
Lyondell and Equistar, access to liquidity via senior secured
credit facilities and capital markets will continue to be an
important credit issue in light of potentially large capital
expenditure requirements and cyclically weak cash flow from
operations.

Lyondell and Equistar's excellent chemical market positions and
historically strong access to liquidity via debt and equity
capital markets continue to support the ratings. Lyondell and
Equistar currently have strong liquidity positions via cash
balances at yearend and available credit lines under revolvers.
Lyondell has successfully refinanced bank debt primarily to
extend maturities and to reduce exposure to variable interest
rates associated with its remaining term loan. Lyondell has no
significant maturities of long-term debt until 2005. In 2003,
Equistar plans to refinance their $300 million maturity due
February 2004.

The covenants for both companies were recently amended and
relaxed, raising the likelihood that the company will have
continued access to their revolvers. Both Lyondell and Equistar
covenants remain relaxed throughout 2003 and in 2004 begin to
steadily become more restrictive. Even though both Lyondell and
Equistar have manageable debt maturities over the next few
years, the Negative Outlook reflects short-term concerns that
both companies may be dependent on their revolving lines of
credit if improvement in margins does not materialize within the
next year. Lyondell and Equistar's ratings are linked due to the
ownership relationship between Lyondell and Equistar and a cross
default provision that exist between the Lyondell's senior
secured credit facility and Equistar. In addition, Lyondell is
the guarantor of approximately $300 million and co-obligor of
$30 million of Equistar's long-term debt. As of Dec. 31, 2002
Equistar's long-term debt totaled $2.2 billion. Lyondell's total
balance sheet debt was approximately $3.9 billion at yearend.
Lyondell and Equistar continue to manage liquidity during the
downturn and plan to extinguish debt as funds become available.

Lyondell is a leading global producer of intermediate and
performance chemicals. The company benefits from strong
technology positions and barriers to entry in its major product
lines. Last year Lyondell completed an equity swap with
Occidental Petroleum, as a result the company's ownership of
Equistar Chemicals L.P., a leading producer of commodity
chemicals, is 70.5%. The company also owns 58.75% of Lyondell-
Citgo Refining L.P., a highly complex petroleum refinery, which
benefits from a long-term, fixed-margin crude supply agreement.
On a proportionate share basis, Lyondell and its joint ventures
generated over $8 billion of sales in 2002 and as reported
EBITDA of approximately $742 million in 2002, roughly flat
compared to 2001.


MAGELLAN HEALTH: Continuing Workers' Compensation Programs
----------------------------------------------------------
Magellan Health Services, Inc., and its debtor-affiliates sought
and obtained the Court's authority to:

    A. continue and maintain their workers' compensation
       programs and policies and all insurance with respect
       thereto;

    B. continue and maintain all prepetition insurance policies;
       and

    C. pay all obligations on an uninterrupted basis, consistent
       with their prepetition practices, including the payment
       of all premiums, deductibles, retroactive adjustments,
       administrative expenses and other charges incurred
       whether relating to the period prior to or after the
       Petition Date.

Stephen Karotkin, Esq., at Weil, Gotshal & Manges LLP, in New
York, informs the Court that under the laws of the various
states in which they operate, the Debtors are required to
maintain workers' compensation coverage that provides their
employees with coverage for claims for accidents and illnesses
arising from or related to their employment with the Debtors.  
The Debtors currently maintain one workers' compensation policy
with Liberty Mutual Fire Insurance Company, which covers the
Debtors' statutory obligations in each of the states in which
they operate.

Mr. Karotkin reports that the term of the current Liberty Mutual
Policy is one year, ending on October 1, 2003.  The premium for
the Liberty Mutual Policy requires a 25% down payment, followed
by eight equal monthly installments beginning on October 1,
2002. The aggregate amount of the Liberty Mutual Policy's
premium and state surcharge is $1,999,333 and is based on the
Debtors' current payroll, employee classifications and
experience modifiers.  Following an annual audit of the Debtors'
historical loss runs and payroll, the Debtors may be required to
pay a retrospective premium.  The Debtors estimate that the
annual premium payable under the Liberty Mutual Policy will be
sufficient to cover claims and expenses under the policy.

Prior to the Debtors' current policy, from October 1995 through
September 2002, Mr. Karotkin relates that the Debtors maintained
workers' compensation policies with Liberty Mutual.  The Debtors
may owe additional premiums, or be entitled to return premiums,
as the case may be, based on final payroll audits of these
programs.  The Debtors are not aware of any current audit
balance owed or credit owed under these policies at this time,
although future adjustments under these policies are possible.

For the workers' compensation policies written on either a
retrospectively rated or deductible basis, there are currently
19 workers' compensation claims against the Debtors arising out
of injuries incurred by employees during the course of their
employment:

                               No. of      Open      Losses
Policy Year       Program     Claims    Reserves    Valued
----------------  ----------  ------  -----------  --------
Prior to 1990     Deductible    1         $1,500   09/30/02
04/1/91-03/31/92  Deductible    5         72,984   09/30/02
04/1/92-03/31/93  Deductible    7        504,523   09/30/02
10/1/02-09/30/03  Retro         6         32,541   12/31/02

The Debtors estimate that, as of the Petition Date, the total
amount that may be payable by the Debtors with respect to the
Workers' Compensation Claims under deductible policies is
$611,500.  Most of this amount is not a current obligation of
the Debtors; rather, these claim payments will be made over the
next 20 years.  The Debtors believe that the premium payable
under the current Liberty Mutual Policy will be adequate to
cover any retroactive adjustments under that policy based upon
expected loss experience.

The Debtors estimate that, as of the Petition Date, the total
amount that may be payable by them with respect to Workers'
Compensation Claims relating to the prepetition period is
$1,310,500, inclusive of any insurance premiums.  Most of this
amount is not a current obligation of the Debtors; rather, it
will become payable over the next 20 years.

        General Liability, Automobile and Property Insurance

The Debtors also maintain various general liability and property
insurance policies, which provide the Debtors with insurance
coverage for claims relating to commercial general liability,
excess liability, commercial umbrella liability, automobile
liability, directors' and officers' liability, fiduciary
liability, commercial crime liability, kidnap and ransom
liability, managed care errors and omissions liability, and
property.  These Liability and Property Policies are essential
to the ongoing operation of the Debtors' businesses.

According to Mr. Karotkin, the Debtors are required to pay
premiums under the Liability and Property Policies based on
rates established by each Insurance Carrier.  For example, the
Debtors' property policy's premium is based on estimated insured
values. The premiums for the Insurance Policies are determined
and paid annually directly to the Insurance Carriers, or
indirectly through the Debtors' broker, Aon Risk Services, Inc.
and certain of its subsidiaries and affiliates.  These policies
may be subject to premium adjustment at audit based on changes
in the Debtors' exposures.

The total annual premium for the Liability and Property Policies
is $8,200,000.  The Debtors believe that all of the premiums for
the Liability and Property Policies have been paid to either the
Insurance Carriers or Aon as of the Petition Date, with the
exception of the remaining auto insurance policy, which is paid
to Liberty Mutual on the first of each month, ending June 1,
2003.

Mr. Karotkin reports that the Debtors are required to pay,
depending on the applicable Liability and Property Policy,
deductibles or self-insured retentions based on the terms of the
individual policies.  These Deductibles reduce the amount that
the Insurance Companies are required to pay for a claim arising
thereunder.

Every month, the Insurance Companies provide the Debtors with a
list of the liability claims that were settled during the prior
month and, for each claim, request reimbursement of the
settlement amount, up to the maximum deductible applicable to
the particular claim.  On average, the Debtors reimburse $55,200
each month to the Insurance Companies for these Deductibles.

Mr. Karotkin deems it essential to the continued operation of
the Debtors' businesses and their efforts to reorganize that the
Workers' Compensation Programs be maintained on an ongoing and
uninterrupted basis and that the Debtors be authorized to
maintain and make payments with respect to the Liability and
Property Policies.  The maintenance of the Workers' Compensation
Programs is indisputably justified, as applicable state law
mandates this coverage.  Furthermore, with respect to the
Workers' Compensation Claims, the risk that eligible claimants
will not receive timely payments with respect to employment-
related injuries could have a devastating effect on the
financial well-being and morale of the Debtors' employees and
their willingness to remain in the Debtors' employ.  Departures
by employees at this critical time may result in a severe
disruption of the Debtors' businesses to the detriment of all
parties-in-interest.  A significant deterioration in employee
morale undoubtedly would have a substantially adverse impact on
the Debtors, the value of their assets and businesses and their
ability to reorganize.

Mr. Karotkin insists that the continuation and maintenance of
all Liability and Property Policies are similarly justified.  If
the Liability and Property Policies were allowed to lapse, the
Debtors and their estates could be exposed to substantial
liability for damages resulting to third parties or property of
the Debtors and others.  Continued effectiveness of the
directors' and officers' liability policies is necessary for the
retention of qualified and dedicated directors and senior
management.  Furthermore, pursuant to the terms of many of their
leases, as well as the guidelines established by the United
States Trustee for the Southern District of New York, the
Debtors are obligated to remain current with respect to their
insurance coverage.

Furthermore, Mr. Karotkin points out that the amounts the
Debtors anticipate paying in respect of prepetition obligations
with respect to Workers' Compensation and the Liability and
Property Policies are de minimis in light of the size of the
Debtors' estates and the potential exposure of the Debtors
absent insurance coverage.  To the extent any Workers'
Compensation Program, insurance policy or related agreement is
deemed an executory contract within the meaning of Section 365
of the Bankruptcy Code, the Debtors do not, at this time, seek
to assume that contract. (Magellan Bankruptcy News, Issue No. 3:
Bankruptcy Creditors' Service, Inc., 609/392-0900)  


MAGNUM HUNTER: Is High Bidder on Gulf of Mexico Lease Blocks
------------------------------------------------------------
Magnum Hunter Resources, Inc. (NYSE: MHR) was the high bidder
on 40 separate lease blocks at the Central Gulf of Mexico
Federal Lease Sale #185 held March 19, 2003, in New Orleans,
Louisiana.  Magnum Hunter is the operator of 20 of the blocks
with working interests ranging from 50% to 100%. Remington Oil
and Gas Corporation (NYSE: REM) is the operator of 18 blocks
wherein Magnum Hunter's working interest will range from 40% to
50% and two blocks will be operated by Hunt Oil Company with
Magnum Hunter owning 25% in those blocks.  All of the prospects
acquired in this lease sale are based upon 3-D seismic
interpretation.  With this award, the Company will expand its
inventory to 174 separate offshore lease blocks covering
approximately 824,000 gross mineral acres.  Magnum Hunter's net
financial exposure, assuming all 40 lease blocks are ultimately
awarded by the Minerals Management Service, is approximately $10
million.

Commenting on the additional blocks awarded in the central Gulf
of Mexico Lease Sale, Charles (Chuck) Erwin, Senior Vice
President of Exploration for Magnum Hunter stated, "Inasmuch as
it is becoming increasingly more difficult each year to find new
drillable prospects on the shelf, we are very pleased with our
high bid blocks from this sale.  We should also be obtaining the
additional economic benefit of royalty relief on some of these
blocks due to drill depths.  Twelve of the new blocks are in the
Main Pass/Vioska Knoll region which has become one of our
Company's core operating areas.  Since drilling our Company's
first Gulf of Mexico well in May 1999, we have participated in a
total of 66 offshore wells resulting in 57 completions, for an
overall success rate of 86%.  Magnum Hunter currently has net
production of approximately 44 million cubic feet equivalent of
gas per day attributable to the Company's offshore region.  The
Company expects to add approximately 20 million cubic feet
equivalent of new production from the Gulf of Mexico by the end
of this year.  This will come from a combination of discoveries
made last year and early 2003 that will be brought on production
throughout the remainder of the year."

Magnum Hunter Resources, Inc. is one of the nation's fastest
growing independent exploration and development companies
engaged in three principal activities: (1) the exploration,
development and production of crude oil, condensate and natural
gas; (2) the gathering, transmission and marketing of natural
gas; and (3) the managing and operating of producing oil and
natural gas properties for interest owners.
    
As previously reported, Standard & Poor's raised the corporate
credit ratings of Magnum Hunter Resources Inc., to BB- and its
senior unsecured debt rating to B+.


MCDERMOTT INT'L: Red Ink Continues to Flow in Fourth Quarter
------------------------------------------------------------
McDermott International, Inc., (NYSE: MDR) reported a net loss
of $184.5 million on revenues of $448.1 million for the fourth
quarter of 2002, compared to a net loss of $42.9 million on
revenues of $436.0 million for the same quarter last year.

"Once again, our quarterly results were dominated by additional
costs associated with the EPIC spar projects, principally due to
the requirement to repaint the Devils Tower topsides. As a
result, the Devils Tower completion has been delayed and
additional costs incurred. Fabrication of the Medusa hull was
completed during the quarter and installed in the Gulf of Mexico
in February. The Medusa topsides are substantially complete and
are scheduled for installation during the second quarter of this
year," said Bruce W. Wilkinson, chairman of the board and chief
executive officer of McDermott.

"Our operating performance and financial results during 2002
were unacceptable. We have, however, taken actions that should
enable us to transform the opportunities we have in our major
business segments into value for our shareholders. I truly
believe that we have the right people in leadership positions,
and that we have taken the actions necessary to solidify and
turn around our business in 2003 and to create a platform for
growth in 2004 and beyond," Wilkinson said.

The 2002 fourth quarter results include, among other things, the
following:

-- Charges totaling $47.2 million, or $0.75 loss per diluted
share, relating to additional costs on the EPIC spar projects of
J. Ray McDermott;

-- Charges totaling $15 million, or $0.24 loss per diluted
share, relating to restructuring charges for J. Ray's Western
Hemisphere marine operations, including the impairment of
certain assets; $13.0 million of the charge is noncash;

-- Charge of $110 million, or $1.75 loss per diluted share,
resulting from the net estimated costs of settlement of The
Babcock & Wilcox Company bankruptcy proceedings; the net
estimated costs include related income tax expense of $23.6
million on estimated benefits expected to be received by the
Company as a result of the settlement of the B&W bankruptcy
proceedings; and

-- Income tax expense of $24.5 million, which includes the $23.6
million income tax expense discussed above and income taxes on
the Company's U.S. operations. The Company received little or no
income tax benefit from the majority of the losses it incurred
during the fourth quarter.

For the full year 2002, the Company reported a net loss of
$776.4 million, or $12.55 loss per diluted share, on revenues of
$1.7 billion, compared to a net loss of $20.0 million, or $0.33
loss per diluted share, on revenues of $1.9 billion for the full
year of 2001.

The net loss for the full year of 2002 includes, among other
things, the following:

-- Pre-tax charges totaling $149 million ($135 million after
tax, or $2.18 loss per diluted share) relating to additional
costs deterioration on the Spar Projects of J. Ray;

-- Charges totaling $15 million, or $0.24 loss per diluted
share, relating to restructuring charges for J. Ray's Western
Hemisphere marine operations, including the impairment of
certain assets; $13.0 million of the charge is noncash;

-- Noncash charge of $313 million, or $5.06 loss per diluted
share, reflecting an impairment of J. Ray's goodwill, which was
recorded in the third quarter;

-- Charge of $110 million, or $1.78 loss per diluted share,
resulting from the estimated costs of settlement of the B&W
bankruptcy proceedings; the net estimated costs include related
income tax expense of $23.6 million on estimated benefits
expected to be received by the Company as a result of the
settlement of the B&W bankruptcy proceedings;

-- Noncash charge in the amount of $220.9 million, or $3.57 loss
per diluted share, relating to the write-off of the Company's
investment in B&W and other related assets during the second
quarter; and

-- Income tax expense of $15.1 million, which includes the $23.6
million income tax expense discussed above and income taxes on
the Company's U.S. operations, partially offset by tax benefits
on some of the Company's operating losses incurred during the
year. The Company received little or no income tax benefit on
the goodwill impairment charge, the write-off of its investment
in B&W or the net pre-tax provision of $86.4 million for the
estimated costs of settlement of the B&W Chapter 11 proceedings.

                           LIQUIDITY

As previously disclosed, the Company refinanced its credit
facilities on February 10, 2003, resulting in a $180 million
single facility for the Company and its subsidiaries, with
sublimits on the amounts available to J. Ray and BWXT. With the
new credit facility, our liquidity situation has improved, but
the Company and J. Ray are still faced with issues that will
continue to negatively affect our liquidity for at least the
remainder of 2003.

As of March 19, 2003, the Company's available liquidity under
the new facility was $37 million, with total liquidity of $163
million for the Company. If the Company were to use the full $37
million as short-term borrowings under the new credit facility,
the Company would have approximately $8.3 million available as
additional letters of credit capacity at March 19, 2003.

Due primarily to the losses incurred on the Spar Projects, the
Company expects J. Ray to experience negative cash flows during
2003. Completion of the Spar Projects has and will continue to
put a strain on J. Ray's liquidity. J. Ray intends to fund its
cash needs through borrowings under the new credit facility,
intercompany loans from McDermott and sales of non-strategic
assets including certain marine vessels. However, if J. Ray
experiences additional significant costs on the Spar Projects or
any other projects that are unanticipated, the Company may be
unable to fund all of its anticipated operating and capital
needs and may have to pursue other financing options which may
or may not be available to them.

                BUSINESS SEGMENT INFORMATION

The Company disposed of its Industrial Operations segment during
2002. The following is a discussion of the performance of each
of the Company's business segments:

Marine Construction Services Segment

The Marine Construction Services segment consists of J. Ray
McDermott and its subsidiaries. This segment reported a $37.6
million increase in revenues to $283.5 million in the 2002
fourth quarter, compared to $245.9 million in the same quarter
last year. This 15% increase in revenues resulted primarily from
the Phase 1 contracts for fabrication of an integrated topside
and pipeline installation in the Azerbaijan sector of the
Caspian Sea, fabrication of topsides in Morgan City and the Spar
Projects. These activities were partially offset by reduced
marine activity in the Gulf of Mexico.

Although revenues increased, Marine Construction Services
reported a segment operating loss, before equity in income from
investees, of $76.4 million in the 2002 fourth quarter, compared
to an operating loss of $1.0 million in the same quarter last
year. J. Ray recorded charges totaling $47.2 million relating to
cost overruns, schedule delays and higher than expected
additional future costs to complete the Spar Projects, all of
which continue to be in a loss position. J. Ray also experienced
losses on three pipeline projects in the Gulf of Mexico,
primarily as a result of poor operational performance, and on a
South American project, primarily as a result of fabrication
cost overruns at its Mexican facility. The operating loss for
the fourth quarter of 2002 also included operating costs
associated with the underutilization of marine equipment in, and
restructuring charges for, J. Ray's Western Hemisphere marine
operations. Partially offsetting these losses were two
fabrication and marine installation projects in Southeast Asia,
a topsides fabrication and pipeline installation project in the
Azerbaijan sector of the Caspian Sea, reduced general and
administrative expenses and a favorable adjustment of a reserve
for potential settlement of certain litigation. The 2001 fourth
quarter included amortization of goodwill of $4.5 million. No
amortization of goodwill was recorded in 2002 due to the
adoption of FAS 142 by the Company.

The net loss on asset disposals and impairments in the 2002
fourth quarter is due primarily to noncash impairment charges
for assets used in J. Ray's Western Hemisphere marine
operations.

J. Ray's backlog, which included $345 million relating to
uncompleted work on the Spar Projects, was $2.1 billion at
December 31, 2002, compared to $2.0 billion at September 30,
2002 and $1.8 billion at December 31, 2001.

Government Operations Segment

The Government Operations segment, which consists primarily of
BWX Technologies, Inc. ("BWXT"), reported a $44.0 million
increase in revenues to $164.7 million for the 2002 fourth
quarter, compared to $120.7 million in the same quarter last
year. This 36% increase was primarily attributable to higher
volumes from the manufacture of nuclear components for certain
U.S. government programs and higher revenues from a facilities
management services contract with the U.S. Department of Energy
("DOE") that is not operated through a joint venture. Partially
offsetting the increased revenues were lower volumes from
commercial nuclear environmental services.

Segment operating income, before equity in income from
investees, decreased $1.6 million to $5.6 million in the 2002
fourth quarter. The decrease is primarily due to lower margins
from the manufacture of nuclear components for certain U.S.
government programs resulting from contract rate adjustments and
higher facility management oversight costs. Additionally, this
segment experienced higher costs resulting from the
decentralization of research and development to McDermott's
other business units and increased spending on certain research
and development projects being performed by BWXT in conjunction
with the DOE. The lower margins and higher costs were partially
offset by higher volumes from the manufacture of nuclear
components for certain U.S. government programs.

Equity in income from investees includes joint ventures through
which BWXT performs facilities management services for certain
DOE sites. Equity in income from investees increased $2.7
million to $8.8 million in the 2002 fourth quarter, compared to
$6.1 million in the same quarter last year. The increase was
primarily due to the timing of performance-based earnings from a
facilities management services contract with the DOE.

Backlog in the Government Operations segment increased to $1.7
billion at December 31, 2002, compared to $949 million at
September 30, 2002 and $1.0 billion at December 31, 2001. The
increase in backlog at the end of 2002 was due primarily to
bookings of manufacturing contracts that were originally
forecasted in 2003.

Power Generation Systems Segment

The Power Generation Systems segment consists primarily of
Babcock & Wilcox Volund ApS ("Volund"). On October 11, 2002, the
Company sold Volund to B&W for consideration including the
funding of the repayment of approximately $14.5 million of
principal and interest on a loan owed by Volund to McDermott.
The purchase price is subject to adjustment depending on the
final resolution of an ongoing project. The gain or loss on the
sale will not be recognized until final resolution of the B&W
Chapter 11 proceedings.

Corporate

Corporate expenses increased $8.4 million to $3.3 million for
the 2002 fourth quarter, compared to $5.1 million of income in
the same quarter last year. The increase was due primarily to
the recognition of pension expense in the 2002 fourth quarter
compared to pension income in the 2001 fourth quarter. Lower
legal and professional service expenses related to the B&W
Chapter 11 proceedings partially offset these increases.

                 OTHER FINANCIAL INFORMATION

Other Income and Expense

Interest income decreased $2.2 million to $1.7 million in the
2002 fourth quarter, compared to the same quarter last year.
Interest expense decreased by $5.4 million to $2.6 million in
the 2002 fourth quarter compared to the same quarter last year.
The decrease in interest income is due primarily to a decrease
in investments that were used to repay certain debt obligations
in the first quarter of 2002, including the related tax
payments, and to prevailing interest rates. The decrease in
interest expense is due primarily to a reduction in prevailing
interest rates and the repayment of debt.

Other-net decreased by $6.5 million to an expense of $2.9
million in the 2002 fourth quarter, compared to income of $3.6
million in the same quarter last year. The decrease was due
primarily to miscellaneous income recorded in the 2001 fourth
quarter totaling approximately $3.5 million for an accrual
reversal for rent expense on one of the Company's facilities. In
addition, the 2002 fourth quarter included $2.4 million of
expense relating to the write-off of certain assets of the
Company.

Goodwill Impairment

Due to the deterioration in J. Ray's financial performance
during the third quarter of 2002 and revised expectations
concerning J. Ray's future earnings and cash flow, the Company
tested J. Ray's goodwill for impairment as of September 30,
2002. With the assistance of an independent consultant, the
Company determined that it was probable that a goodwill
impairment loss had occurred, and in the third quarter of 2002,
recorded an estimated impairment charge of $313 million,
representing the total amount of goodwill on J. Ray's books.
During the 2002 fourth quarter, the Company completed its
measurement of the potential loss and concluded that no
adjustment to the estimated loss was required.

The Babcock & Wilcox Company

The Company wrote off its investment in B&W during the second
quarter of 2002 and has not consolidated B&W with its financial
results since the Chapter 11 bankruptcy filing in the first
quarter of 2000. Based on the filing of a joint plan of
reorganization with the bankruptcy court on December 19, 2002
and on recent positive developments in the settlement
negotiations, the Company determined that a liability related to
the proposed settlement is probable and that the value is
reasonably estimable. Accordingly, at December 31, 2002, the
Company established an estimate for the cost of the settlement
of the B&W bankruptcy proceedings of $110.0 million, including
related income taxes of $23.6 million.

B&W's revenues decreased $9.2 million to $396.4 million in the
2002 fourth quarter, compared to $405.6 million in the same
quarter last year. The net loss increased to $250.8 million in
the 2002 fourth quarter, compared to $4.2 million in the same
quarter last year. The net loss for the 2002 fourth quarter
included a $286.5 million increase in B&W's asbestos liability
as a result of the settlement negotiations and the determination
that the settlement now appears probable.

Pension Plans

As a result of the downturn in the stock market and the decline
in interest rates, the Company was required to record an
additional minimum pension liability, which resulted in a
decrease to stockholders' equity of $451.8 million as of
December 31, 2002. The Company has met its total minimum funding
requirement of $21.1 million for 2002, of which approximately
$11.2 million relates to the 2002 pension plan year.

Pension expense for 2003 for the Company's defined benefit plans
is expected to be approximately $86.8 million with an
approximate $8.6 million minimum funding requirement in 2003 for
one of the Company's defined benefit plans.

Earnings Guidance

For the full year of 2003, the Company reaffirms its earnings
guidance to be in the range of breakeven to a loss of $0.05 per
diluted share. The 2003 guidance includes the $86.8 million
pension expense described above.

McDermott International, Inc., is a leading worldwide energy
services company. The Company's subsidiaries provide
engineering, fabrication, installation, procurement, research,
manufacturing, environmental systems, project management and
facility management services to a variety of customers in the
energy and power industries, including the U.S. Department of
Energy.

As reported in Troubled Company Reporter's February 17, 2003
edition, Standard & Poor's Ratings Services said that its 'B'
corporate credit ratings on McDermott International Inc. and its
subsidiary, McDermott Inc., remain on CreditWatch with negative
implications, where they were first placed on Nov. 7, 2002. This
CreditWatch update follows the New Orleans, Louisiana-based
construction and engineering firm's announcement that it has
entered into a definitive agreement with its existing lenders
providing for a new credit facility to replace two existing
facilities.

At the same time, Standard & Poor's withdrew its 'B' corporate
credit and bank loan ratings on J. Ray McDermott S.A. (J. Ray)
following the cancellation of its old credit facility.


MED DIVERSIFIED: Taps Executive Sounding as Financial Consultant
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of New York
gave its stamp of approval to the Official Committee of
Unsecured Creditors of Med Diversified, Inc.'s application to
employ Executive Sounding Board Associates Inc., as financial
consultants.

The Committee expects Executive Sounding to:

     a. assess the reorganization viability of the Debtors.

     b. review all financial information prepared by the Debtors      
        or their accountants and financial advisors, if any, as
        requested by the Committee, including, but not limited
        to, a review of the Debtors' financial statements as of
        the date of the filing of the petitions, showing in
        detail all assets and liabilities and priority and
        secured creditors.

     c. monitor of the Debtors' activities regarding cash
        expenditures, loan draw downs and projected cash
        requirements.

     d. attend meetings of the Committee, the Debtors, other
        creditors and their respective advisors, if required.

     e. such assistance as requested by the Committee in this
        case with respect to among other things:

           (i) any plan of reorganization sugge sted or
               proposed;

          (ii) review of the Debtors' periodic operating and
               cash flow statements;

         (iii) review of the Debtors' books and records for
               related party transactions, potential preferences
               and fraudulent conveyances an other possible
               sources of recovery;

          (iv) preparation or review of a liquidation value
               analysis of the Debtors' estates;

           (v) any investigation that may be undertaken with
               respect to the prepetition acts, conduct,
               property, liabilities and financial condition of
               the Debtors, including the operation of their
               business;

          (vi) review and analysis of proposed transactions,
               including the sale of assets, for which the
               Debtors seek Court approval; and

     f. provide such other services to the Committee as it may
        request.

The current hourly rates for such services are:

     Managing Directors/Vice Presidents       $285 to $425
     Senior Consultants                       $250 to $335
     Associate Professionals and Consultants  $75 to $250

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.


MIKOHN GAMING: Michael Dreitzer Assumes General Counsel Role
------------------------------------------------------------
Mikohn Gaming Corporation (NASDAQ-MIKN) announced that Michael
Dreitzer will assume, in an acting capacity, the role of General
Counsel.

All legal matters should be directed to Michael Dreitzer.

Mikohn is a diversified supplier to the casino gaming industry
worldwide, specializing in the development of innovative
products with recurring revenue potential. Mikohn develops and
markets an expanding array of slot games, table games and
advanced player tracking and accounting systems for slot
machines and table games. The company is also a leader in
exciting visual displays and progressive jackpot technology for
casinos worldwide. There is a Mikohn product in virtually every
casino in the world. For further information, visit the
company's Web site at http://www.mikohn.com

                        *    *    *

As previously reported, Standard & Poor's Ratings Services
lowered its corporate credit and senior secured debt ratings of
Mikohn Gaming Corp., to single-'B'-minus from single-'B'. The
ratings remain on CreditWatch where they placed on February 22,
2002, but the implication is revised to negative from
developing.

The actions followed the announcement by the Mikohn Gaming that
operating performance during the June 2002 quarter was well
below expectations. That weak performance resulted in a
violation of bank covenants and a significant decline in credit
measures. Mikohn has about $100 million of debt outstanding. The
lower ratings also reflect Standard & Poor's concern that
Mikohn's liquidity position could further deteriorate if
operating performance during the next few quarters does not
materially improve.


NATIONAL CENTURY: Amedisys Entities Want Lockbox Accounts Closed
----------------------------------------------------------------
According to Marc J. Kessler, Esq., at Hahn, Loeser & Parks,
LLP, in Columbus, Ohio, NPF VI, Inc. holds approximately $68,009
of postpetition collections of accounts receivables the 17
Amedisys entities owned.  The receivables were collected by NPF
VI through certain lockbox accounts established with The
Huntington National Bank for purposes of administering the Sale
and Subservicing Agreements entered into by each Amedisys entity
and NPF VI.

Since early 2002, Mr. Kessler tells the Court, Amedisys had
worked towards reducing its participation in its facility with
NPF VI.  To that end, Amedisys reduced its level of activity in
the program with the knowledge and consent of NCFE and NPF VI.
On September 30, 2002, NPFS only needed to collect an additional
$1,882,521 to close out Amedisys' participation in the program.
In October 2002, Amedisys offered NPF VI accounts receivable of
$10,084,403.  Yet, through November 1, 2002, NPF VI paid
Amedisys only $3,259,849 even though NPFS collected not less
than $12,210,533 on the Amedisys accounts through November 13,
2002.

Thus, Mr. Kessler reiterates, NPF VI did not pay for sufficient
funds under the terms of the Sale and Subservicing Agreement,
leaving NPF VI owing Amedisys not less than $7,000,000.
Consequently, Amedisys does not owe NPF VI or any of the other
NCFE debtors any prepetition amounts.

Since the Petition Date, approximately $68,009 in proceeds from
Amedisys accounts receivable have been deposited into the
Lockbox Accounts.  NPF VI did not pay for any funds under the
terms of the Sale Agreements for the postpetition collections.  
The Sale Agreements may constitute executory contracts, which
NPF VI has rejected, Mr. Kessler says.

Because the Sale and Subservicing Agreements have been rejected
by NPF VI, and the postpetition collections of Amedisys accounts
receivable are owned by Amedisys, Mr. Kessler asserts that NPF
VI and The Huntington National Bank should be directed to return
all postpetition collections of Amedisys accounts receivable to
Amedisys and direct the closing of the Lockbox Accounts so that
Amedisys' property will no longer be swept to NPF VI under a
rejected contract.

Consequently, there is no consideration or basis for NPF VI to
claim any right, title or interest in the postpetition
collections of Amedisys' accounts receivable.  Moreover, because
NPF VI has claim against Amedisys, there is no basis for set-
off.

Mr. Kessler argues that the postpetition collections are either
property of Amedisys or Amedisys has a postpetition
administrative claim for return of the postpetition collections.
It appears, Mr. Kessler continues, that the only reason NPV VI
holds postpetition collections of the Amedisys accounts
receivable is through operation of the Lockbox Accounts with The
Huntington Bank.  Since NFP VI rejected the Sale Agreements,
these accounts no longer serve any purpose.

Furthermore, Mr. Kessler emphasizes, Amedisys is not adequately
protected and is at risk of its accounts receivable being
converted by NPF VI through continued operation of the Lockbox
Accounts.

Moreover, the postpetition collections held by NPF VI or The
Huntington National Bank are at risk of being intermingled with
estate property or being used as cash collateral without
Amedisys' consent, placing Amedisys at risk.

Thus, Amedisys asks the Court to:

    (a) direct the Debtors to turnover, or direct The Huntington
        National Bank to turnover, to Amedisys, all postpetition
        collections of Amedisys' accounts receivable, and

    (b) direct the Debtors to close the Lockbox Accounts.
        (National Century Bankruptcy News, Issue No. 12;
        Bankruptcy Creditors' Service, Inc., 609/392-0900)


NATIONAL EQUIPMENT: S&P Further Cuts Junk Credit Ratings to CC
--------------------------------------------------------------  
Standard & Poor's Ratings Services lowered its corporate credit
and senior secured bank loan ratings on National Equipment
Services Inc., to 'CCC' and its subordinated debt rating to 'CC'
and placed all ratings on CreditWatch with negative
implications.

The action was taken because of increasing concerns regarding
the Evanston, Illinois-based company's liquidity, including its
ability to meet its upcoming $14 million in interest payments on
its subordinated notes in May 2003 and to refinance or extend
upcoming maturities of its $550 million credit facility due in
July 2003. The company filed a form 8K with the SEC on March 21,
2003, announcing that it had amended its credit agreement with
lenders for the ninth time and requested an extension of its
forbearance agreement until May 14, 2003.

Evanston Illinois-based equipment rental company NES operates in
more than 180 locations in 35 states and Canada offering general
construction and other equipment to construction, petrochemical,
and industrial end users.

"The company is confronted with significant maturities and
liquidity issues," said Standard & Poor's credit analyst John
Sico.

NES has had to approach its banks for financial covenant relief.
Meanwhile, in granting the amendments, the banks have reduced
the facility to $550 million and restricted its use, limiting
the company's financial flexibility. Moreover, the company needs
to extend or refinance its credit facility that is due in July
2003 and $275 million in notes due in November 2004. The
company's liquidity is very constrained, with limited cash.


NATIONAL STEEL: USWA Balks at Two-Week Bid Deadline Extension
-------------------------------------------------------------
In a letter faxed to National Steel Corporation's Chief
Executive Officer, United Steelworkers of America President Leo
W. Gerard strongly objected to the company having filed a motion
in U.S. Bankruptcy Court seeking authorization to extend by two
weeks all deadlines in relation to the court's bidding
procedures order.

"The current deadlines are having the exact effect that was
intended," Gerard wrote, "and that is to put pressure on all
parties either to reach agreement or determine that an agreement
cannot be reached.

The USWA was especially angered, it said, by the fact that
National executives had contacted officials at both AK Steel and
US Steel to arrange a delay, yet had not informed the Union
before filing what Gerard's letter referred to as an "ill-
considered plan of action."

The Union's letter demanded that National "immediately identify
the individuals that you contacted at AK Steel and U.S. Steel
about this unilateral action ... and what positions they took
concerning it."

Gerard maintained that the current court schedule gives National
Steel the ability to "evaluate the situation at the (current)
deadline, consult with all parties, and determine then if a
delay is warranted."

The letter asserted that National's unilateral action
"demonstrates ignorance of the collective bargaining process and
throws into question the bona fides of the debtor as a neutral
and capable fiduciary supervising the bidding process."


NOVEON: Fitch Affirms BB-/B Senior Debt Ratings; Outlook Stable
---------------------------------------------------------------
Fitch Ratings affirmed Noveon, Inc.'s 'BB-' senior secured debt
rating and its 'B' senior subordinated debt rating. The Rating
Outlook is Stable.

Noveon's ratings are supported by the company's leverage, market
position, and earnings generation ability. In particular, Noveon
remains leveraged with $847.5 million total debt outstanding on
Dec. 31, 2002 plus another $145.2 million at Noveon's parent
company, Noveon International, Inc. The company is working
toward debt reduction; in 2002, Noveon reduced its balance sheet
debt by $53 million and provided its parent company with $45
million to reduce the balance of the BFG seller note. In
conjunction with a prepayment discount, the balance of the
seller note was reduced by $56 million. The seller note is debt
at Noveon's parent level. Although Noveon is leveraged, the
company has strong earnings capability as demonstrated in 2002
when an improvement in raw material and energy costs over the
previous year led to EBITDA of nearly $212 million on revenue of
approximately $1.1 billion. The higher margins at Noveon are
derived in part from its niche product portfolio and its market
positions.

The Stable Rating Outlook reflects the likelihood that credit
statistics will remain suitable for the ratings despite the
potential that financial performance may weaken if average 2003
raw material and energy prices are higher than in the prior
year.

Noveon is a global producer of specialty chemicals for consumer
and industrial applications. The company's product portfolio
includes Carbopol acrylic thickener, TempRite CPVC, and Estane
TPU. Noveon began operating in March 2001 through the
acquisition of certain assets and stock of certain subsidiaries
of BFGoodrich Performance Materials, an operating segment of The
BFGoodrich Company. In 2002, Noveon had nearly $1.1 billion in
revenue and $212 million in EBITDA.


OAKWOOD HOMES: Brings-In Toms & Associates as Special Counsel
-------------------------------------------------------------
Oakwood Homes Corporation, and its debtor-affiliates sought and
obtained approval from the U.S. Bankruptcy Court for the
District of Delaware to employ Frederic E. Toms & Associates,
PLLC as special counsel for the Debtors nunc pro tunc to
November 15, 2002.

The Debtors relate they retained the law firm of Toms &
Associates as an ordinary course professional upon the onset of
these cases.  However, Tom & Associates fees exceed the $25,000
cap set forth by the Court.  

Consequently, the Debtors seek to retain Toms & Associates as
special counsel because of its intimate knowledge of the
Debtors' business and operations, particularly on:

     1) prosecution of civil lawsuits and other procedures to
        collect accounts receivable of the Debtors;

     2) prosecution of civil lawsuits and other procedures to
        repossess mobile homes and other collateral for loans
        made by any of the Debtors on which default has
        occurred; and

     3) defense of lawsuits brought against any of the Debtors
        for alleged breach of warranty or other causes.

The individuals at Toms & Associates who are principally
responsible for the representation of the Debtors are:

     Frederic E. Toms         Partner      $145 per hour
     David A. Bridgman        Associate    $125 per hour
     Allen Mills              Associate    $125 per hour
     Dorothy B. Averette      Paralegal    $ 60 per hour
     Joan J. Uram             Paralegal    $ 60 per hour

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


PELORUS NAVIGATION: Debentureholders Seek Receiver's Appointment
----------------------------------------------------------------
On February 28, 2003, Pelorus Navigation Systems Inc., completed
its previously announced sale of its Australian subsidiaries and
certain related inventory. As set forth in the press release,
the net proceeds from the sale to be received in two tranches
are to be deposited with the Trustee appointed under the Trust
Indenture for the 8% Partially Convertible Secured Subordinate
Debentures in the outstanding principal amount of $1.6 million
issued by Pelorus. The initial tranche of such net proceeds has
been deposited with the Trustee. As previously disclosed,
release of such proceeds is subject to the approval by
extraordinary resolution of the Debentureholders.

The Board of Directors of Pelorus has attempted to negotiate
with the Debentureholders, the terms of the release of the net
proceeds that would permit Pelorus to continue to operate. An
agreement as to the release of funds on that basis could not be
reached with the Debentureholders. Pelorus is in default of the
February interest payment to the Debentureholders and has
concluded that there are no immediate prospects of securing
sufficient working capital to continue operations. Pelorus
understands that the Debentureholders intend to appoint a
receiver in respect of the assets and undertakings of Pelorus.
Pelorus understands that all members of the board of directors
intend to submit their resignations upon the appointment of a
receiver.


POLYONE CORP: Wants to Renegotiate Receivables Sale Facility
------------------------------------------------------------
Moody's Investors Service on March 21, 2003 downgraded the
senior debt of PolyOne Corporation (NYSE: POL) to B2 from Ba3.

A provision of the Company's current receivables sale facility
specifies that with notice, the facility can be terminated if
PolyOne's senior debt is rated below BB- by Standard & Poor's or
below Ba3 by Moody's. This provision of the facility has been
waived through June 30, 2003.

PolyOne has begun negotiations to replace the existing
receivables sale facility with a new facility that would have no
debt ratings trigger. Although there can be no assurance,
PolyOne expects to have the new receivables sale facility in
place before the end of the second quarter of 2003.

The current receivable sales facility provides PolyOne with up
to $250 million in liquidity through the sale of certain
domestic trade accounts receivable at a cost similar to high-
grade commercial paper.

PolyOne Corporation, with 2002 revenues of $2.5 billion, is an
international polymer services company with operations in
thermoplastic compounds, specialty resins, specialty polymer
formulations, engineered films, color and additive systems,
elastomer compounding and thermoplastic resin distribution.
Headquartered in Cleveland, Ohio, PolyOne has employees at
manufacturing sites in North America, Europe, Asia and
Australia, and joint ventures in North America, South America,
Europe, Asia and Australia. Information on the Company's
products and services can be found at http://www.polyone.com


POLYONE: S&P Keeps Rating Watch over Increased Refinancing Risk
---------------------------------------------------------------  
Standard & Poor's Ratings Services lowered its corporate credit
and senior unsecured debt ratings on PolyOne Corp. to 'BB-' from
'BB+, citing increasing refinancing risk.

Standard & Poor's said that at the same time it placed all of
the ratings on CreditWatch with negative implications.

Cleveland, Ohio-based PolyOne, with $2.5 billion of annual sales
and approximately $584 million of outstanding debt, is a global
polymer services company.

"The rating actions reflect increasing pressure on the company's
liquidity and financial profile resulting from the company's
announcement that it is attempting to replace its receivables
sales facility, which is subject to a ratings trigger that has
been waived through June 30, 2003, with a facility that is not
subject to a ratings trigger," said Standard & Poor's credit
analyst Peter Kelly. This announcement increases the risk
associated with the company's efforts to address its upcoming
debt maturities. The rating action also reflects the ongoing
challenging industry fundamentals that have weakened the
financial profile and are likely to limit the improvement
anticipated in the previous rating.

Standard & Poor's said that the CreditWatch placement indicates
that ratings could be lowered again if the refinancing is
unsuccessful. Consequently, Standard & Poor's will monitor the
company's efforts to refinance the receivables sales facility
and address near-term debt maturities. Nevertheless, the ratings
incorporate the expectation that the refinancing effort will be
successful.

PolyOne was formed in August 2000 through the merger of Geon Co.
with M.A. Hanna Co. The company holds good market positions in
vinyl plastic and rubber compounding, color and additive
concentrates, and plastic resin distribution. Other businesses
include specialty resins, specialty polymer formulations, and
engineered films.


PROJECT FUNDING: S&P Slashes Note Ratings on Classes III & IV
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on the
class I, II, III, and IV notes issued by Project Funding Corp.
II, a project funding CDO collateralized by a geographically
diversified pool of emerging market and other project finance
loans and bonds purchased from Credit Suisse First Boston, BHF-
Bank AG, and BHF (USA) Capital. The transaction's structure is
similar to that of a master trust CDO with a static pool of
amortizing loans and bonds.

The lowered ratings on the notes reflect factors that have
negatively impacted the credit enhancement available to support
the tranches since the transaction was originated in March 2000.
These factors include a material deterioration in the credit
quality of the bonds and loans remaining within the portfolio
and the fact that several of the loans have been deemed
defaulted, which has led to a subordination event for the
transaction. As a result of the subordination event, future
principal cash received from the assets in the portfolio will be
allocated sequentially to the rated notes. Prior to the
subordination event, principal cash had been allocated pro-rata
across the classes of notes.

Standard & Poor's generated current cash flow analysis for
Project Funding Corp. II to determine the level of future
defaults the rated tranches can withstand under various stress
scenarios while still paying all of the principal and interest
due on the rated tranches. The results of these cash flow runs
were compared with the projected default performance of the
bonds and loans remaining in the portfolio, leading to the
lowered ratings on the notes.
   
          RATINGS LOWERED AND REMOVED FROM CREDITWATCH
   
                      Project Funding Corp. II
   
                            Rating
            Class     To               From
            I         AA               AAA/Watch Neg
            II        BBB-             A/Watch Neg
            III       B+               BBB/Watch Neg
            IV        CCC-             BB/Watch Neg


PSC INC: New York Court Establishes May 1, 2003 Claims Bar Date
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
schedules the last day within which all entities wishing to
assert a claim against the PSC Inc., and PSC Scanning, Inc.'s
estates, must file their proofs of claim with the Court.  The
Debtors remind creditors that failure to file their proofs of
claim on or before May 1, 2003 means that they'll be forever
barred from asserting that claim.

All governmental units must also file their proofs of claim on
or before May 21, 2003.

To be deemed timely-filed, all claims must be received on or
before 5:00 p.m. Eastern Daylight Time, of the Claims Bar Date
by:

     United States Bankruptcy Court
     Southern District of New York
     One Bowling Green, Room 534
     New York, New York 10004-1408

with a copy to
     
     Schulte Roth & Zabel LLP
     919 Third Avenue
     New York, New York 10022
     Attn: Brian F. Moore, Esq.

Claims that are exempted from the Bar Date are:

     i) claims already properly filed with the clerk;

    ii) claims not scheduled as "disputed," "contingent" or
        "unliquidated";

   iii) claims previously allowed by this Court;

    iv) claims allowable under Sections 503(b) and 507(a)(1) of
        the Bankruptcy Code as an expense of administration in
        these Chapter 11 cases;

     v) claims arising solely from the ownership of the common
        stock or other equity securities of the Debtors;

    vi) claims already paid by the Debtors in full; and

   vii) claims by any direct or indirect subsidiary of the
        Debtors that is incorporated in and maintains its
        principal place of business in the United States.

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: Wants Nod to Continue Paul Zeller's Engagement
--------------------------------------------------------------
Reliance Group Holdings and Reliance Financial Services submit a
renewed Motion requesting authorization to continue the
employment of Paul W. Zeller as President and Chief Executive
Officer until September 30, 2003.

Under the Agreement, Mr. Zeller will receive two weeks of
vacation.  Mr. Zeller shall not be entitled to receive any
retention bonus.

Steven R. Gross, Esq., at Debevoise & Plimpton, tells the Court
that the Committees and the Board of the Debtors have approved
the continued employment of Mr. Zeller in accordance with the
existing terms.  Mr. Zeller is currently the only compensated
employee of the Debtors.  Mr. Zeller is the only executive
officer on the Debtors' payroll.

Due to his experience at RGH and RFS and his supervision of the
Debtors' restructuring efforts, Mr. Zeller has detailed
knowledge and familiarity with the Debtors' affairs.  This
enables Mr. Zeller to effectively manage the estates and reduce
the Debtors' outside professional fees.  Mr. Gross asserts that
Mr. Zeller's continued employment is in the best interests of
the estates and creditors. (Reliance Bankruptcy News, Issue No.
35; Bankruptcy Creditors' Service, Inc., 609/392-0900)    


ROUGE INDUSTRIES: Trading on OTCBB Under 'RGID' Ticker Symbol
-------------------------------------------------------------
Effective March 24, 2003, Rouge Industries, Inc. class A common
stock is being quoted on the OTC Bulletin Board under the new
ticker symbol "RGID."

As previously announced, the New York Stock Exchange, Inc.
decided to suspend trading of Rouge Industries, Inc. class A
common stock on March 24, 2003, because Rouge Industries had
fallen below the NYSE's continued listing standards with respect
to share price and total market capitalization.

                      *     *     *

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

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

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

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


SBA COMMS: Fourth Quarter Results Reflect Slight Improvement
------------------------------------------------------------
SBA Communications Corporation (Nasdaq: SBAC) announced material
increases in site leasing revenue and site leasing gross profit
(tower cash flow), and a slight increase in EBITDA, for the
three months ended December 31, 2002, over the same period in
2001. For the three months ended December 31, 2002, total
revenues decreased 7.3% to $64.1 million from the fourth quarter
of 2001, due to lower site development revenue which was only in
part offset by higher site leasing revenue. Site leasing
revenues increased 21.8% to $36.9 million from the comparable
period in 2001, and site leasing gross profit increased 19.5% to
$23.5 million. Same tower revenue and cash flow growth for the
full year on the 3,734 towers owned as of December 31, 2001 was
16% and 20%, respectively. Site development revenue for the
quarter decreased 30.1% to $27.2 million from the fourth quarter
of 2001. Earnings before interest, taxes, depreciation,
amortization, non-cash charges and unusual or non-recurring
expenses ("EBITDA") for the quarter were $19.3 million, a 1.8%
increase over the fourth quarter of 2001. Selling, general and
administrative expenses decreased 16.9% over the same period in
2001 primarily as a result of headcount reduction and the
Company's continued focus on expense reduction. The net loss for
the three months ended December 31, 2002 of $(30.3) million
included a $1.1 million restructuring and other charge. Loss per
share was $.59 for the three months ended December 31, 2002, as
compared to a loss per share of $.62 for the three months ended
December 31, 2001.

The Company ended the year with $61.1 million of cash and cash
equivalents. At December 31, 2002, the outstanding principal
balance under the senior credit facility was $255.0 million. The
Company was in compliance with all financial covenants
applicable to any indebtedness of the Company as of December 31,
2002. Free cash flow, or EBITDA less net cash interest, taxes
and cash capital expenditures, was $6.3 million for the fourth
quarter of 2002. Cash capital expenditures in the quarter were
$11.9 million.

In the fourth quarter, the Company built 8 towers, ending the
quarter with 3,877 owned tower sites. At quarter-end, SBA had 15
remaining new build towers in process, the majority of which are
expected to be completed in the first half of 2003.

"Our tower ownership segment performed well in the fourth
quarter and is now our dominant business segment in all
respects," commented Jeffrey A. Stoops, President and CEO. "We
enjoyed healthy sequential increases in all aspects of our
ownership business -- revenue, tower cash flow and tower cash
flow margin. Tenant demand for our tower space improved over the
third quarter, and we continue to be very pleased with the
credit quality of our tenants. I am also very pleased with our
continued operational improvements. Once again, we posted
sequentially lower overhead expenses, which we have done now for
eight consecutive quarters. Offsetting this success in tower
ownership and expense reduction was a continuing challenging
environment on the services side of our business, where declines
in revenue and gross profit resulted in essentially flat
sequential and year-over-year EBITDA. These increases in leasing
and declines in services have made tower ownership the financial
driver for our company, contributing 86% of our gross profit and
substantially all of our EBITDA in the fourth quarter. We
anticipate this trend will continue as we move through 2003. Our
most important news is our pending tower sale announced last
week. In conjunction with the sale we expect to amend our senior
credit facility to address the decline in our services business
and better align the covenants under the facility with the tower
ownership segment of our business. As a result we expect to have
a capital structure that provides long-term financial stability,
liquidity and support for the anticipated continued growth of
our tower cash flows and EBITDA."

As a result in part of the continuing challenging environment
for the Company's services business segment, the Company has
estimated that it will not be in compliance in 2003 with certain
quarterly financial covenants currently in place under its
senior credit facility. Based on that estimated non-compliance
and the ability of a majority of the lenders to vote to
accelerate all amounts due under the facility in the event of
such non- compliance, the Company's independent auditors have
informed the Company that its opinion on the Company's 2002
financial statements will include a "going concern"
qualification. In conjunction with its recently announced
agreement to sell up to 801 towers, the Company intends to seek
and expects to receive modifications to its senior credit
facility which would, among other changes, eliminate any event
of non-compliance with respect to such quarterly financial
covenants. Assuming the successful closing of the tower sale and
modification of the senior credit facility, the Company
anticipates being in full compliance with the senior credit
facility in 2003.

SBA is a leading independent owner and operator of wireless
communications infrastructure in the continental United States,
Puerto Rico and the U.S. Virgin Islands. SBA generates revenue
from two primary businesses - site leasing and site development
services. The primary focus of the Company is the leasing of
antenna space on its multi-tenant towers to a variety of
wireless service providers under long-term lease contracts.
Since it was founded in 1989, SBA has participated in the
development of over 20,000 antenna sites in the United States.

                          *     *     *

As previously reported, Standard & Poor's lowered its corporate
credit rating on wireless tower provider SBA Communications
Corp., to 'CCC' from 'B'. Standard & Poor's also lowered its
senior secured bank loan rating on the company to 'CCC+' from
'B+' and its senior unsecured debt rating to 'CC' from 'B-'.

The ratings remain on CreditWatch with negative implications,
where they were placed on October 11, 2002 due to concerns over
covenants and liquidity. The Boca Raton, Florida-based company
had total debt of more than $1 billion as of September 30, 2002.

"The downgrade reflects our increased concerns over the
potential for SBA Communications to violate several bank
maintenance covenants within the next seven months. The company
experienced a decline in sequential EBITDA in the third quarter
of 2002 from the prior quarter due to a cutback in new leasing
and network development activities by wireless carriers," said
Standard & Poor's credit analyst Michael Tsao. "With capital
expenditures by carriers likely to remain constrained at least
through 2003 and the company having already taken major cost
reduction measures, SBA Communications may not be able to
materially improve EBITDA on a sustainable basis. This could
lead the company to violate several bank maintenance covenants."

SBA Communications' 10.25% bonds due 2009 are currently trading
at about 70 cents-on-the-dollar.


SEA CONTAINERS: Posts Strong 4th Quarter & Full-Year Results
------------------------------------------------------------
Sea Containers Ltd. (NYSE: SCRA and SCRB) --
http://www.seacontainers.com-- passenger and freight transport  
operator, marine container lessor, and leisure industry
investor, today announced its results for the quarter and year
ended December 31, 2002. For the quarter net earnings were $14
million ($0.67 per common share) on revenue of $410 million,
compared with a loss of $9 million (loss of $0.49 per common
share) on revenue of $239 million in the prior year period. The
revenue disparity results from consolidation of 100% of Silja
revenue from May, 2002. In 2001 Silja was only 50% owned while
from May 2002 it was treated as 100% owned.

For the year ended December 31, 2002 net earnings were $41.9
million ($2.08 per common share) on revenue of $1.434 billion,
compared with net earnings of $4.5 million ($0.24 per common
share) on revenue of $1 billion in 2001. Net earnings in 2001
were achieved through gains on asset sales while such gains were
minimal in 2002.

EBITDA in 2002 was $230 million, in excess of earlier forecasts.

Mr. James B. Sherwood, President, said that 2002 results from
passenger and freight operations at the EBIT level were $123.5
million, up 54% from 2001. These profits were achieved from good
performance by Silja, GNER, the Isle of Man Steam Packet Company
and SeaStreak, offset by losses from some fast ferry operations
in the Irish Sea and English Channel, notably Dover-Ostend and
Belfast-Heysham. The company has now ceased operations on both
these routes and is seeking to deploy the two vessels elsewhere
or sell them.

The company increased its shareholding in Silja from 50% to 100%
in mid 2002 and had the benefit of the profits represented by
the additional shareholding.

GNER also benefited from compensation payments made by Network
Rail, the track and signaling provider, largely due to
continuing delays caused to GNER trains arising out of defective
infrastructure. Part of this problem derives from the causes of
the Hatfield rail disaster in October, 2000 and a track
subsidence in Scotland. The subsidence should be corrected
within a few months. These payments are intended to offset the
loss of revenue caused by such delays so should be viewed as
ordinary income. GNER would obviously prefer to have the revenue
instead of the compensation.

EBIT from container leasing and related activities was $28.3
million compared with $37 million in 2001. The decline masks a
significant improvement in lease outs in the second half of the
year compared with the first. Major positioning and repair
expense was incurred in connection with movement of idle
container stocks to demand locations and readying them for
lease. The company's share of EBIT of GE SeaCo SRL, its 50/50
joint venture with GE Capital Corporation, increased 15% from
$17.6 million in 2001 to $20.2 million in 2002.

Quarter by quarter in 2002 showed the following progression in
container earnings: Q1 was 19% less than Q4, 2001, Q2 was 54%
less than Q1, Q3 was 76% more than Q2 and Q4 was 43% more than
Q3.

In 2002, GE SeaCo purchased $160 million of containers, while
Sea Containers separately purchased $15 million. The separate
purchases are largely in connection with lease purchase
contracts which are excluded from the GE SeaCo joint venture. A
similar level of purchasing by both companies is expected in
2003. New container prices are rising due to steel and wooden
floor shortages in Asia and this should help strengthen lease
rates for older units.

Robert S. Ward, Senior Vice President - Container Leasing and
President of GE SeaCo SRL, retired on January 31, 2003 after 34
years service. Mr. Ward will remain as a consultant of the
company for an indefinite period. Angus R. Frew, 44, Vice
President - Container Leasing, became President of GE SeaCo SRL
from that date. Mr. Frew is a graduate of the University of
Durham and a chartered accountant, and he came to the company
from the Seagrams Spirits and Wine Group where he was General
Manager for Central and Eastern Europe.

The company reduced its investment in Orient-Express Hotels Ltd.
to 47% of the common shares, effective November 14, 2002. It now
owns 14.4 million common shares in Orient-Express Hotels. It
does not plan currently to sell those shares because it believes
they are seriously undervalued at today's market price. The
company believes that leisure travel will bounce back after the
Iraq situation is resolved. The company's share of net earnings
of Orient-Express Hotels in 2002 was $14.7 million compared with
$18.8 million in 2001. It is the company's intention ultimately
to exit this investment and employ the proceeds towards debt
reduction and addition to working capital.

The company's plantations, property and publishing businesses
which include the Corinth Canal in Greece, the Brasiluvas table
grape farm in Brazil and the Illustrated London News, had a
satisfactory year in 2002.

Mr. Sherwood said that the two important near term issues for
the company were repayment of public debt falling due in mid-
2003 ($159 million) and end 2004 ($99 million) and settlement of
its claims against Network Rail in the U.K.

With respect to the public debt, the company has taken the
following steps:

     1. It will file with the U.S. Securities and Exchange
Commission this week exchange offers for both the 2003 and 2004
debt. Holders of the 2003 debt which currently carries interest
rates of 9.5% to 10.5% p.a. will be offered new debt at 13%
interest p.a. maturing 2006.  With respect to the 2004 public
debt, this is subordinated and holders will be offered new
senior debt carrying the same interest rate, 12.5% p.a.,
maturing in 2009.

     2. It has put up for sale its Isle of Man Steam Packet
Company ferry unit, its remaining port interests in the U.K. and
its Charleston container manufacturing facility. All three
assets are highly profitable. The company has placed its own
valuation on these assets of about $160 million after repayment
of underlying debt.

     3. It is negotiating a $160 million bank credit secured by
the assets held for sale and other collateral so that asset
sales, if necessary, do not have to be rushed. This would be a
one year standby bridge facility.

As regards settlement of the rail claim, Mr. Sherwood said that
further discussion had been held with Network Rail and the
parties seemed to be about $30 million apart. Network Rail has
agreed that any settlement could be paid off through an increase
in future access charges. Discussions continue.

"At the end of the day, GNER is considered to be the best run
major railway in the U.K. and it is important that this dispute
be resolved and it be given security of tenure and be allowed to
invest for improvement of its services," he said.

Looking forward to 2003 Mr. Sherwood said that current fuel
prices arising from the Iraq situation would exacerbate usual
first quarter losses from passenger and freight transport
operations. However, he expects fuel prices to be significantly
lower as the company enters its traditional high season. He said
that he expected container leasing earnings to be well up on
year to year quarterly comparisons. 100% of Silja's traditional
winter first quarter losses will be reported in the first
quarter compared with only 50% in 2002, reflecting the changed
ownership position.

Mr. Sherwood said that in summary, the company has recovered
well in 2002 from the problems it encountered in 2001. He
suggested that investors consider the value of the company's
investments in Silja, SeaStreak and GE SeaCo, the likely upside
in its shareholding in Orient-Express Hotels, the value of its
rail franchise in the U.K., savings which will arise from
termination of loss making fast ferry services, growth of
profits and debt reduction through sale of assets.

As reported in Troubled Company Reporter's November 20, 2002
edition, Standard & Poor's Ratings Services placed its ratings
on Sea Containers Ltd., including the 'BB' corporate credit
rating, on CreditWatch with negative implications.

"The CreditWatch placement is due to Sea Containers' heavy
upcoming debt repayments, including $158 million of senior notes
due on July 1, 2003, prompting consideration of suspending the
common share dividend and pursuing substantial asset sales,"
said Standard & Poor' credit analyst Betsy Snyder. "Possible
actions disclosed by the company yesterday include the sale of
certain assets, the reduction in its Orient-Express Hotels stake
to less than 50% from the current 57%, increasing borrowings at
its Silja Oyj Abp ferry subsidiary, and suspending payment of
its common dividends," the analyst continued. The company had
originally planned to sell a portion of its stake in Orient
Express to repay this debt, which Standard & Poor's had viewed
negatively because it would reduce Sea Containers' financial
flexibility and leave it with reduced cash flow to service debt.
The company has since backed off that plan as a result of
Orient-Express's low share price.

The CreditWatch reflects uncertainty regarding the outcome of
Sea Containers' potential actions to raise funds. Questions
remain regarding the successful sale of assets and the costs of
raising additional capital in a difficult financial environment.
Standard & Poor's will review the company's options to determine
the magnitude of a potential ratings downgrade if the company's
refinancing attempts fail.


SLI INC: Lenders and Creditors Agree on Chapter 11 Plan Terms
-------------------------------------------------------------
SLI, Inc., has reached an agreement in principle with its
prepetition secured lenders in the United States and a committee
of its unsecured creditors regarding the terms of a consensual
reorganization of the Company and emergence from chapter 11.

The Company stated that a substantial portion of the Company's
secured debt was recently acquired by funds advised by DDJ
Capital, a Wellesley, Massachusetts investment adviser. DDJ and
two other investors now have acquired substantially all of the
Company's secured debt. These three institutions have advised
SLI that they intend to sponsor a restructuring of the Company
in which the secured lenders will convert their debt into one or
more equity securities of SLI and the unsecured creditors will
receive an agreed upon cash payment and a funded interest in
certain preference and other claims. The proposed restructuring
is subject to customary conditions, including approval of the
United States Bankruptcy Court and its creditors.

As part of its understanding with its secured and unsecured
creditors, the Company expects to file a formal plan of
reorganization with the United States Bankruptcy Court in
Wilmington, Delaware within the next thirty days and hopes to
emerge from the bankruptcy proceedings by mid to late summer.

A Company spokesperson stated, "The stable financial platform
provided by this reorganization will benefit our customers,
vendors and employees, and in our view, represents the best
solution for all of those constituencies. We are extremely
pleased with this result and look forward to continuing to
provide quality lighting products, services and solutions for
many years to come."

The Company also announced that it withdrew its requests
previously made to the United States Bankruptcy Court for
approval of the sale of the Company's Miniature Lighting
business to M Capital and of its General Lighting business to a
corporation controlled by Frank M. Ward, SLI's Chairman and
Chief Executive Officer.

The Company has been operating under chapter 11 protection since
September 9, 2002. While no reorganization plan has been
finalized, SLI continues to believe that it is unlikely that
there will be any recovery for the Company's stockholders.

SLI, Inc., based in Canton, MA, is a vertically integrated
designer, manufacturer and seller of lighting systems, which are
comprised of lamps and fixtures. The Company offers a complete
range of lamps (incandescent, fluorescent, compact fluorescent,
high intensity discharge, halogen, miniature incandescent, neon,
LED and special lamps). The Company also offers a comprehensive
range of fixtures. The Company serves a diverse international
customer base and markets, has 35 plants in 11 countries and
operates throughout the world. The Company believes that it is
also the #1 global supplier of miniature lighting products for
automotive instrumentation. For more information, visit our Web
site: http://www.sliinc.com


SOLUTIA INC: Will Publish First Quarter Results on April 24
-----------------------------------------------------------
Solutia Inc., (NYSE: SOI) will hold its first quarter earnings
conference call on Fri., Apr. 25, 2003 at 9 a.m. central time
(10 a.m. eastern).  The earnings report will be released at
approximately 6 p.m. eastern time on Thurs., Apr. 24, 2003.

A live, listen-only webcast of our conference call will be
available at the Company's Web site at http://www.solutia.com  
under the presentation and speeches tab in the investor
relations section.  A replay of the conference call as well as
the question and answer session will be available at the site
for approximately five days following the call.

Solutia -- http://www.Solutia.com-- uses world-class skills in  
applied chemistry to create value-added solutions for customers,
whose products improve the lives of consumers every day.  
Solutia is a world leader in performance films for laminated
safety glass and after-market applications; process development
and scale-up services for pharmaceutical fine chemicals;
specialties such as water treatment chemicals, heat transfer
fluids and aviation hydraulic fluid and an integrated family of
nylon products including high-performance polymers and fibers.

As reported in Troubled Company Reporter's February 7, 2003
edition, Moody's Investors Service raised the debt ratings of
Solutia Inc., and its affiliate Solutia Europe SA/NV, after the
sale of the company's resins, additives and adhesives
businesses. Total consideration is $510 million, with $10
million as exclusivity fee.

The rating upgrade mirrors the improved financial profile of
Solutia as a result of the sale. Proceeds from the transaction
will be used to pay debts and revolving credit bank loans.

Outlook is stable.

                    Ratings actions

Solutia Inc.                                   To       From
                                               --       ----
   * Senior implied rating:                    Ba3       B1
   * Issuer rating:                            B1        B2
   * Secured credit facility and term loan;    Ba2       Ba3
   * Guaranteed senior unsecured notes;        Ba3       B1
   * Senior unsecured notes and debentures;    B1        B2
   * Universal shelf (gtd. senior unsecured   (P)Ba3  (P)B1

Solutia Europe SA/NV:

   * Guaranteed senior unsecured Euro notes;   B1        B2


SPIEGEL GROUP: Wants to Honor & Pay Prepetition Tax Obligations
---------------------------------------------------------------
The Spiegel Inc., and its debtor-affiliates request the Court
for authority to pay to certain taxing authorities:

    (a) prepetition sales, use, franchise taxes, Michigan Single
        Business taxes, and business license fees and annual
        report taxes in the aggregate amount of not more than
        $9,100,000 owed to certain taxing authorities; and

    (b) all Prepetition Taxes subsequently determined upon audit
        to be owed for prepetition periods.

The Debtors intend to pay on a periodic basis though whatever
means they deem appropriate, including the issuance of
postpetition checks and electronic transfers.  Accordingly, the
Debtors ask the Court to authorize and direct the Debtors'
various financial institutions to receive, process, honor, and
pay the Debtors' checks and electronic transfers sent to the
applicable Taxing Authorities.  In the event that the taxing
Authorities fail to receive the payment, the Debtors seek
authorization to issue replacement checks, or to provide for
another means of payment to the extent necessary to pay all
outstanding prepetition taxes.

The Debtors' obligations to certain Taxing Authorities include:

  (a) $8,200,000 in Sales Tax for periods prior to and including
      Petition Date;

  (b) "installment" Sales Taxes totaling $12,800,000, which are
      to be paid monthly to the relevant taxing Authorities over
      the next 39 months;

  (c) $10,000 in Use Taxes for periods prior to and including
      Petition Date;

  (d) $51,000 in MSB Tax to the relevant Michigan Taxing
      Authority for periods prior to and including the Petition
      Date; and

  (e) an aggregate amount of $268,000 in Franchise Taxes for
      periods prior to and including the Petition Date.

On the other hand, the Debtors believe that there are no
prepetition Business License Fees or Annual Report Taxes owed,
but seek authority to pay any amounts that might be subsequently
determined to be owed for prepetition periods.

James L. Garrity, Jr., Esq., at Shearman & Sterling, in New
York, expresses that the Court should grant authorization to pay
the prepetition taxes for the reason that:

  (a) certain of the prepetition taxes constitute property of
      the Debtors' Chapter 11 estates;

  (b) substantially all of the prepetition taxes constitute
      priority claims that will be paid in full under a Chapter
      11 plan; and

  (c) the Debtors' officers and directors may face personal
      liability if certain of the prepetition taxes are not
      paid.

At any rate, the Debtors relates that sufficient assets exist to
pay all prepetition taxes in full under any Chapter 11 plan that
the Court may ultimately propose and confirm. (Spiegel
Bankruptcy News, Issue No. 2; Bankruptcy Creditors' Service,
Inc., 609/392-0900)   


TARANTELLA INC: Fails to Meet Nasdaq Min. Listing Requirements
--------------------------------------------------------------
Tarantella, Inc., (Nasdaq: TTLA), a leading supplier of secure
application access software, received a Nasdaq Staff
Determination letter indicating that the Company fails to comply
with minimum bid price requirements for continued listing,
according to Nasdaq Marketplace Rule 4310(C)(4). Therefore its
securities are subject to delisting from the Nasdaq SmallCap
Market.

It is the Company's intent to file an appeal and request a
hearing before a Nasdaq Listing Qualifications Panel to review
the staff determination and present a plan to regain compliance.
Tarantella's stock will remain listed on the SmallCap market
until the panel reaches its decision but there can be no
assurance the Panel will grant the Company's request for
continued listing.

Tarantella is a leading provider of secure, application access
software that enables organizations to access information and
applications across all platforms, networks and devices.
Tarantella bridges the gaps between vendors, ensuring that
customers have complete access to business-critical information.

Using Tarantella's software, customers realize the benefits of
secure corporate data, maximized return on existing IT assets
and improved productivity. The Company markets its flagship
product, Tarantella Enterprise 3, through key industry
partnerships including Sun Microsystems(TM), a direct sales
force and a worldwide network of consultants and resellers.

For more information, please visit http://www.tarantella.com  

                         *     *     *

               Liquidity and Capital Resources

In its SEC Form 10-Q filed on February 14, 2003, the Company
stated:

"Cash, cash equivalents and short-term investments were $4.7
million at December 31, 2002, representing 42% of total assets.
The decrease in cash and short-term investments of $2.4 million
from September 30, 2002 is due to operating losses. The
Company's operating activities used cash of $2.2 million in the
first quarter of fiscal 2003, compared to $5.1 million used for
operating activities in the first quarter of fiscal 2002. The
decrease in the cash used for operating activities is due to the
significant reduction in operating loss from the first quarter
of fiscal 2002 as compared to the first quarter of fiscal 2003.
The operating loss was $2.6 million in the first quarter of
fiscal 2003 compared to a loss of $7.4 million in the first
quarter of fiscal 2002. Cash used in investing activities was
$0.1 million in the first quarter of fiscal 2003 compared to
cash provided from investing activities of $2.2 million in the
first quarter of fiscal 2002. The decrease in cash provided by
investing activities was due primarily to the proceeds received
from the sale of Caldera common stock of $2.2 million, which
were included in the results for the first quarter of fiscal
2002. There was negligible cash provided by or used for
financing activities in the first quarter of fiscal 2003 or the
first quarter of fiscal 2002.

"The company's days sales outstanding (DSO) at December 31, 2002
was 73, a decrease of 4 days from December 31, 2001. DSO is
calculated using revenues for the quarter, and net accounts
receivable at the end of the quarter. The decrease in DSO was
due to improved collections. The past due accounts receivable
decreased from $0.7 million down to $0.2 million.

"The Company has operating lease commitments of $1.9 million in
fiscal 2003. See note 10 of the Company's Form 10-K for the
fiscal year ended September 30, 2002 for operating lease
commitments beyond fiscal 2003.

"The Company has incurred net losses of approximately $2.6
million during the first quarter of fiscal 2003 and $11.7
million during the first quarter of fiscal 2002. Revenues have
increased from $2.8 million in the first quarter of fiscal 2002
to $3.6 million in the first quarter of fiscal 2003. Losses from
operations were $2.6 million for the first quarter of fiscal
2003, and $7.4 million for the first quarter of 2002. Net cash
used for operating activities was $2.2 million in the first
quarter of fiscal 2003 and $5.1 million used in the first
quarter of fiscal 2002. The Company has an accumulated deficit
of $117.4 million as of December 31, 2002. These conditions,
among others, raise substantial doubt about the Company's
ability to continue as a going concern.

"Since its release in fiscal 1997, annual Tarantella Products
revenues have generated positive year-over-year growth.
Excluding Server Software, CID and related services, Tarantella
Products license and service revenues for the first quarter of
fiscal 2003 increased 36% from the same quarter in fiscal 2002.
While growing Tarantella Products licenses and services revenues
year over year, the Company's management has reduced its
operating expenses by 69% in the first quarter of fiscal 2003
over the first quarter of fiscal 2002. The Company is continuing
to drive down expenses through its restructuring plans as
described in Note 4 to the accompanying condensed consolidated
financial statements.

"The Company's management believes that, based on the Company's
current plans, its existing cash and cash equivalents, short-
term investments, and funds generated from operations will be
sufficient to meet its operating requirements through fiscal
2003. Additional financing may be required thereafter.'


TEXAS COMMERCIAL: Appoints Michael Shirley as New President/CEO
---------------------------------------------------------------
Texas Commercial Energy announced its plans for internal
restructuring to facilitate its bankruptcy reorganization
efforts. Michael Shirley has been appointed President/CEO and
will guide TCE's efforts to emerge from bankruptcy protection.
TCE's former President, Scott Hart has resigned to pursue other
interests.

Mr. Shirley is an attorney most recently with the Austin office
of the law firm Winstead, Sechrest & Minick P.C. and has
practiced before the Public Utilities Commission for more than
27 years. Mr. Shirley is also an active investor in TCE and will
represent the interests of TCE's owners and investors. Mark
Weintrub was appointed Executive Vice President/General Counsel
of TCE to assist Mr. Shirley with the reorganization process and
day-to-day operations of the company.

"Reaching a mutually satisfactory payment agreement with ERCOT
last week was extremely important to TCE's ability to move
quickly through the reorganization process," said Mr. Shirley.
"Now, we have turned our attention to developing a business plan
for TCE's successful reorganization."

As a part of the reorganization, TCE also announced that is has
scaled back its workforce by approximately 30 jobs to address
current operational needs. "It is unfortunate that a reduction
in our workforce was necessary, however, the loss of nearly 40%
of our customer base necessitates these changes," said Mr.
Shirley. "Fortunately, we have been able to retain a core
management and operations team that will enable us to move
ahead."

"Despite having to make tough reorganization decisions, we are
confident we now have the dedicated personnel necessary to
provide the level of service our customers expect from TCE," Mr.
Shirley continued. "Many of our former customers continue to
express their interest in returning to TCE, and we are happy to
tell them that we now stand ready and able to bring them back
into the organization."

Texas Commercial Energy is a Retail Electric Provider founded in
January 2002 in response to deregulation in Texas energy
markets. Headquartered in Plano, Texas, Texas Commercial Energy
serves more than 1,000 business customers throughout the state
of Texas.


TODAY'S MAN: Inks Pact to Sell All Assets to Christopher's Men's
----------------------------------------------------------------
Today's Man, Inc., (OTC Bulletin Board: TMANQ) on March 20th
entered into an asset purchase agreement to sell substantially
all of the assets of the corporation to Christopher's Men's
Stores, Inc., for $9.75 million, subject to adjustment, plus the
assumption of specified liabilities. The completion of the
transaction is subject to, among other things, higher and better
offers as may be required by the Bankruptcy Code and the
approval of the United States Bankruptcy Court for the District
of New Jersey.

Headquartered in Albany, NY, Christopher's is an operator of
menswear retail stores specializing in tailored clothing,
furnishings, accessories and sportswear, with locations in
upstate New York.

Frank Johnson, Acting CEO for Today's Man, commented, "We have
worked very hard over the last few weeks to craft an agreement
with Christopher's that represents value for our creditors." Mr.
Johnson further commented, "We look forward to working with
Vince Rua, President and CEO of Christopher's, to complete this
sale and the transition as rapidly as possible."

Today's Man, Inc. currently operates 24 menswear stores in the
Philadelphia, New York and Washington, D.C. markets. It offers a
wide selection of tailored clothing, furnishings, accessories
and sportswear at everyday low prices.


TOKHEIM: Committee Taps McDonald Investment for Financial Advice
----------------------------------------------------------------
The Official Committee of Unsecured Creditors of Tokheim
Corporation, and its debtor-affiliates, asks for permission from
the U.S. Bankruptcy Court for the District of Delaware to retain
McDonald Investments, Inc., as Financial Advisor

The Committee selected McDonald because McDonald is a nationally
recognized financial advisor, and has significant qualifications
and experience in all of the areas in which it will provide
services to the Committee.  Generally, McDonald has an
outstanding reputation for excellence in delivering analysis,
strategy, implementation and results to its clients.

The Committee expects McDonald provide financial advisory
services including:

     a. assisting the Committee with analyzing the Company's
        operations, intercompany transactions cash flow
        projections, business strategy, competition in relevant
        markets, and strategic alternatives;

     b. assisting the Committee with analyzing the financial
        ramifications of significant transactions for which the
        Company or other parties seek Bankruptcy Court approval,
        including, but not limited to, cash use or postpetition
        financing, assumption or rejection of major executory
        contracts, and employee compensation or retention
        programs;

     c. advising the Committee on the value of the Company's
        businesses and components thereof on a going concern
        basis;

     d. in coordination with the Committee and HLHZ,
        participating in the marketing of the Company's
        businesses, assets, or components thereof, evaluating
        bids related thereto, and assisting with any sale,
        restructuring, or other transactions associated
        therewith;

     e. advising and assisting the Committee in evaluating
        various possible structures, forms, and consideration
        included in any proposed sale, restructuring or other
        transactions involving the Company or any portion
        thereof;

     f. advising and assisting the Committee in analyzing and
        evaluating any plan of reorganization or liquidation
        that may be filed or proposed to be filed in the Case,
        and in possibly formulating and developing an
        alternative plan on behalf of the Committee;

     g. attending and providing advice at meetings of the
        Committee;

     h. assisting the Committee in communications and
        negotiations with representatives of the Company and
        other parties in connection with proposed significant
        sale or other transactions or proposed restructuring
        efforts;

     i. participating in hearings before the Bankruptcy Court,
        if required, with respect to any matter as to which
        McDonald has provided advice to the Committee; and

     j. rendering such other financial advisory services as may
        be reasonably requested by the Committee or its counsel
        and agreed to by McDonald.

McDonald will provide its services to the Committee in exchange
for:

     a. $100,000 per month for the first 3 months of its
        engagement, and $50,000 per month thereafter; and

     b. 3-1/2% of all distributions made to general unsecured
        claims in these cases exclusive of any distribution to
        the Debtors' Prepetition Secured Lenders on account of
        any unsecured deficiency claims of the Prepetition
        Secured Lenders.

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.


TOYS R US: Fitch Downgrades Senior Unsecured to BB+ from BBB-
-------------------------------------------------------------
Fitch Ratings lowered the ratings on Toys 'R' Us' senior notes
to 'BB+' from 'BBB-', and commercial paper to 'B' from 'F3'.
Approximately $2.5 billion of debt is affected by the rating
action. The Rating Outlook is Stable.

The downgrade reflects TOY's soft operating results, and the
expectation that its operations will continue to be negatively
impacted by the weak retail environment and growing competitive
pressure from Wal-Mart and Target. Offsetting these factors are
TOY's adequate cash flow and solid liquidity. The Stable Outlook
reflects TOY's more conservative financial posture, and the
expectation that there will be no further deterioration in the
company's credit measures. TOY's comparable store sales (in its
U.S. toy stores) declined 1% in the holiday season and in full-
year 2002. Competition from the discounters caused TOY to cut
prices on advertised product in 2002, putting some pressure on
its gross margin. To counter these trends, TOY has taken a
number of positive steps, including the remodeling of its
stores. TOY also continues to add exclusive merchandise and take
steps to improve customer service levels. These efforts led to
modestly higher sales in its core toy business in 2002, though
this was offset by lower sales of video game hardware and weak
apparel sales. In addition, TOY's Kids 'R' Us chain continues to
struggle, while the international toy stores and Babies 'R' Us
have performed well.

Soft operations have exerted pressure on TOY's bondholder
protection measures. Financial leverage remains high, with
adjusted debt/EBITDAR of 4.4 times (x) at Feb. 1, 2003 compared
with 4.1x at Feb. 2, 2002. EBITDAR/interest plus rents of 2.7x
in 2002 compares with 2.5x in 2001. These measures are more
consistent with the current rating level, and are expected to
show only gradual improvement over the next couple of years.

With the U.S. toy store remodeling program now complete, TOY was
able to generate positive free cash flow during 2002, and should
continue to generate free cash flow going forward. This cash
flow is expected to be used for debt reduction, as TOY ceased
repurchasing its shares during 2001. TOY is not expected to
resume share repurchases for the next several years, until it
reaches its targeted adjusted debt to capital ratio of 40-45%
(compared with 52% currently).

TOY built a solid liquidity position with the issuance of $643
million of debt and equity securities in 2002, and had $1
billion of cash on hand as of year end. This cash, plus
availability on TOY's $685 million long-term bank facility,
should be more than adequate to finance its substantial seasonal
working capital needs. TOY has two debt issues totaling $800
million that mature in January and February of 2004. The company
is expected to have sufficient access to the capital markets to
pre-finance these maturities during 2003.


UNITED AIRLINES: BONY Issues Report to O'Hare Bondholders
---------------------------------------------------------
The Bank of New York, through its subsidiary BNY Midwest Trust
Company, as Trustee, issues a report on $121,420,000 City of
Chicago, Chicago O'Hare International Airport Special Facilities
Revenue Refunding Bonds, Series 1999A, CUSIP Number 167590DN5.

United Airlines is obligated to make interest payments on the
Bonds on March 1 and September 1 of each year.  The Trustee
understands that United will not make the March 1, 2003 interest
payment.  Failure to make this payment is a default under the
terms of the applicable documents.

The City is the issuing entity of the Bonds and United
guarantees payments to Bondholders.  The City is not obligated
to make any payments.  United has argued that this structure
makes the Bonds unsecured prepetition obligations and therefore,
payable only through a plan of reorganization or pursuant to a
special order of the Bankruptcy Court, which United has not and
does not intend to seek at this time.

The use and occupancy of facilities at O'Hare Airport by United
are governed by the terms of separate lease agreements.  United
use and occupancy is conditioned upon performance of the
covenants and agreements relating to the Bonds.  The Trustee
understands that United will seek a ruling from this Court that
the "cross-default" provision is either unenforceable or the
City should be prevented from using the failure to make payment
in respect of the Bond as a basis to terminate United's use of
the O'Hare facilities under the separate lease agreement.

If there are any questions, contact Gary Bush, Vice President,
Bank of New York, at (212) 815-2747. (United Airlines Bankruptcy
News, Issue No. 13; Bankruptcy Creditors' Service, Inc.,
609/392-0900)   


USG CORP: Wants Additional Time to Move Actions to Del. Court
-------------------------------------------------------------
USG Corporation and its debtor-affiliates intend to remove some
or all of the pending products liability actions and certain
non-asbestos-related cases from state court to federal court and
subsequently transfer some or all of these cases to the Delaware
District Court for final resolution.  However, the Debtors do
not want to take these steps unless and until they prove
necessary or useful in the administration of these Chapter 11
cases.

To preserve their right to use the removal tool available under
28 U.S.C. Section 1452, the Debtors ask the Court to further
extend the removal period provided under Rule 9027 of the
Federal Rules of Bankruptcy Procedure through September 30,
2003.

Daniel J. DeFranceschi, Esq., at Richards, Layton & Finger,
P.A., in Wilmington, Delaware, explains that due to the number
of proceedings in this reorganization and the complex nature of
the proceedings, the Debtors require time to determine which, if
any, of the proceedings should be removed.  Unless the removal
period is extended, Mr. DeFranceschi says, the potential
consolidation of the Debtors' affairs into one court may be
frustrated, and the Debtors may be forced to address these
claims and proceedings "in a piecemeal fashion" to the detriment
of their creditors.

Mr. DeFranceschi assures the Court that the extension of the
removal period will not prejudice the plaintiffs pursuant to the
stayed proceedings because these parties may not prosecute the
proceedings absent relief from the automatic stay.

Judge Newsome will consider the Debtors' request during the
hearing scheduled for April 1, 2003 at 10:00 a.m.  By
application of Del.Bankr.LR 9006-2, the Debtors' Removal Period
is automatically extended through the conclusion of that
Hearing. (USG Bankruptcy News, Issue No. 44; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


WALL STREET: Files for Bankruptcy Protection in S.D. New York
-------------------------------------------------------------
Wall Street Strategies Corporation (OTC Bulletin Board: WSSI)
and its wholly-owned subsidiary, Wall Street Strategies, Inc.,
have, effective March 12, 2003, filed a voluntary petition in
bankruptcy for reorganization under Chapter 11 of the U.S.
Bankruptcy Code in the United States Bankruptcy Court for the
Southern District of New York.

As a provider of investment research and information services
for institutional and individual investors and financial
professionals, the Company has experienced declining sales
primarily attributable to the downturn in the U.S. equity
markets and the economy as a whole. While current subscribers
for the Company's free and paid information services currently
number over 18,500, these difficult market conditions have
severely limited the Company's ability to execute its business
strategy of attracting new paying subscribers and diversifying
existing revenue streams. "We believe the filing of this
petition will allow us to continue to operate our business while
we focus on our strategic plan, restructure our finances and
reduce our debt," stated Charles Payne, founder and Chief
Executive Officer of the Company.

"While this has been an especially difficult period for the
stock market in general and the Company, in particular, we
believe that there exist opportunities for the Company to re-
assert its business model," stated Daliah Amar, Chief Operating
Officer of the Company. Recent regulatory developments
redefining how Wall Street firms provide research services may
create an opportunity for providers of independent research.
"This is the type of research that our Company has been
providing since 1991 and despite the recent difficulties, we
believe that the Company still maintains its reputation as a
credible and reliable source of independent thinking," added
Payne.

"We intend to continue normal operations while focusing on
restoring the Company's financial health during this upcoming
reorganization period," stated Amar. Over the past two years,
the Company has attracted subscribers from 63 countries and
continued to increase its media coverage. "The Company will
emerge from bankruptcy as quickly as possible, ready to face the
challenges ahead," stated Payne.

         About Wall Street Strategies Corporation

Wall Street Strategies Corporation, through its wholly-owned
subsidiary, Wall Street Strategies, Inc., provides investment
research and information services for individual and
institutional investors and financial professionals, including
brokerage firms and their clients, investment banks and their
clients, and mutual fund and portfolio managers. Wall Street
Strategies, Inc., which was founded in 1991 by Charles V. Payne,
delivers its products, including financial and market
information, analysis, advice and commentary, to paying
subscribers through a variety of media including fax, e-mail,
newsletters and traditional mail.


WALL STREET STRATEGIES: Voluntary Chapter 11 Case Summary
---------------------------------------------------------
Debtor: Wall Street Strategies, Inc.
        80 Broad Street
        35th Floor
        New York, New York 10004
        aka Wall Street Strategies, Corp.

Bankruptcy Case No.: 03-11415

Type of Business: The Debtor is a provider of investment
                  research and information services for
                  institutional and individual investors and
                  financial professionals.

Chapter 11 Petition Date: March 12, 2003

Court: Southern District of New York (Manhattan)

Judge: Robert D. Drain

Debtor's Counsel: Earl A. Rawlins, Esq.
                  271 W. 125th Street
                  Suite 316
                  New York, NY 10027
                  Tel: (212) 222-7005
                  Fax : (212) 222-7187

Estimated Assets: $0 to $50,000

Estimated Debts: $500,000 to $1 Million


WINDSOR WOODMONT: Taps Dill & Dill as Appellate & Gaming Counsel
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Colorado gave its
nod to Windsor Woodmont Black Hawk Resort Corporation to employ
Dill & Dill as Special Counsel to represent the Debtor in
connection with the Court of Appeals Litigation and compliance
with all gaming regulations.

The Debtors relate that before filing for chapter 11 protection,
they were involved in litigation with GF Gaming who contest the
decision of Colorado Limited Gaming Control Commission to grant
gaming licenses to the Debtor.  The Commission dismissed the
petition and GF Gaming appealed the Commission's actions to the
Colorado Court of Appeals.

Specifically, Dill & Dill will:

     a) prepare for and present oral argument to the Colorado
        Court of Appeals;

     b) if needed, prepare or respond to motions for any
        rehearing submitted to the Colorado Court of Appeals or
        petitions for Certiorari review by the Colorado Supreme
        Court;

     c) if needed, respond to any motions for limited remand, or
        matters to be decided by the Commission in accordance
        with any remand order entered by the Colorado Court of
        Appeals; and

     d) assist the Debtor in compliance matters with respect to
        pertinent gaming regulations, including preparing all
        disclosures and report all changes for the operation of
        the Debtor's casino as required to be disclosed or
        reported under Colorado law.

The hourly rates of the Firm's professional staff range from:

          Partners            $325 to $275 per hour
          Associates          $175 to $200 per hour
          Paralegals          $100 per hour

The professionals anticipated to serve in this engagement and
their current hourly rates are:

     Patrick D. Tooley    Partner          $275 per hour
     Robert A. Dill       Partner          $275 per hour
     Jon S. Stonbraker    Partner          $275 per hour
     H. Alan Dill         Partner          $275 per hour
     Craig Stoner         Associate        $200 per hour
     Branda Rowe          Paralegal        $100 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 Impala as Ch. 7 Trustee's Consultant
---------------------------------------------------------------
To assist Herrick Feinstein LLP in prosecuting the Lucent
Adversary Proceeding, Winstar Communications Debtors' Chapter 7
Trustee also obtained the Court's authority to employ Impala
Partners LLC as her litigation consultant.  To recall, Impala
formerly served as restructuring advisors to the Debtors
pursuant to a Court order dated August 2, 2001, as modified by a
Court order dated October 18, 2001.

Sheldon K. Rennie, Esq., at Fox Rothschild O'Brien & Frankel
LLP, in Wilmington, Delaware, informs the Court that Impala is a
financial advisory firm that provides restructuring and advisory
advice to troubled companies or their creditors.  Impala has
represented a multitude of local and multi-national companies,
including those in the telecommunications and Internet industry.

The Trustee believes that Impala's retention will assist Herrick
in rendering beneficial services to the Debtors' estates.
Specifically, Impala will:

    A. assist in the review, analysis and assessment of damages
       available to the Debtors' estate with regard to the
       Trustee's and the Debtors' causes of action and potential
       causes of action against Lucent;

    B. assist Herrick with analyzing the contractual and other
       elements of the relationship between the Debtors and
       Lucent;

    C. assist Herrick in any negotiations that may ensue with
       Lucent; and

    D. perform any other services commensurate with Herrick's
       needs and Impala's expert knowledge in connection with
       litigation matters against Lucent, including rendering
       assistance to Herrick in connection with discovery and
       trial preparation in the Lucent Adversary Proceeding.

Mr. Rennie reports that the Trustee, Herrick and Impala have
agreed that Impala will receive a portion of the Contingency Fee
as compensation for the services to be rendered to the estates.
Both the Trustee and the DIP Lenders consent to this
arrangement.

The Trustee believes that Impala is highly qualified to assist
Herrick in the prosecution and resolution of the Lucent
Adversary Proceeding based on Impala's former role as
restructuring advisors since Impala reviewed the Debtors'
outstanding claims against various parties, specifically Lucent,
including litigation claims.  Impala was intimately involved
with the analysis of the contractual relationship between the
Debtors and Lucent and, ultimately, the commencement of the
Lucent Adversary Proceeding.

Impala assures the Court that the firm:

    -- does not have any connection with the Trustee or the
       Debtors' estates;

    -- does not hold or represent any interest materially
       adverse to the Trustee or the Debtors' estates, their
       creditors, or any other parties-in-interest;

    -- is a "disinterested person" as that term is defined in
       Section 101(14) of the Bankruptcy Code;

    -- is not an insider as the term is defined in Section
       101(31) of the Bankruptcy Code; and

    -- their professionals are not related to any judge of
       this Court, the United States Trustee for the District of
       Delaware or any one employed in the Office of the United
       States Trustee in this District. (Winstar Bankruptcy
       News, Issue No. 40; Bankruptcy Creditors' Service, Inc.,
       609/392-0900)  


WORLDCOM: NECA Reaches $100-Million Agreement with Deutsche Bank
----------------------------------------------------------------
The National Exchange Carrier Association (NECA) announced an
agreement with Deutsche Bank Securities Inc., for the financial
institution's purchase of more than $100 million dollars in
WorldCom trade debt. The debt was compiled from more than 1,000
mostly small and rural local telephone companies that were owed
money for their services by WorldCom, which subsequently filed
for bankruptcy. The agreement between NECA and Deutsche Bank
will result in the carriers sharing a total of approximately $50
million.

"I am pleased that we were able to achieve such an outstanding
arrangement for the companies we represent," said NECA President
Bob Anderson. "In many cases these funds are sorely needed by
the companies who provided high-quality services to WorldCom in
good faith, but due to the firm's bankruptcy faced the prospect
of waiting a significant period of time to recover payment, if
indeed payment could ever be recovered.

"Without this action the best case for the companies would have
been a potential payment at the end of this year, but with the
legal process as complicated as it is on the issue, there is
certainly no guarantee that this will occur. Some of the
companies have already received their payments and most should
receive their share by the end of April."

"The combination of NECA's organizational abilities and the
quality of its constituents together with Deutsche Bank's
expertise in the distressed debt marketplace created a unique
and attractive financial transaction for all parties," said John
Shippee, Head of the North American Distressed Products Group at
Deutsche Bank Securities. "Our team worked very closely with
NECA to define, document and ultimately transfer this large
group of bankruptcy claims to create this liquidity option for
NECA's member companies."

The agreement with Deutsche Bank Securities Inc., does not
require bankruptcy court approval. NECA is diligently working
with both its member companies and Deutsche Bank to finalize
remaining details related to the transaction, such as certifying
that there are no liens on the settling companies' WorldCom
debt. NECA is working with the Rural Utilities Service and the
Rural Telephone Finance Corporation and others to help carriers
obtain lien waivers if necessary.

"Through this process the companies we represented were able to
achieve substantial savings because NECA performed all of the
administrative and legal work involved in the negotiation
process," said Anderson. "I am proud of how our people achieved
a positive resolution for NECA's member companies.

"I would like to thank our Industry Relations group and legal
team for their hard work on this matter. The fact that more than
95% of the companies that we represent joined the agreement
speaks well of the high value they place on our services."

NECA is the administrator of the FCC's interstate access charge
plan. It is a non-profit association of all incumbent local
exchange carriers and is based in Whippany, New Jersey.


WORLDCOM INC: Asks Court to Clear Time Warner Settlement Pact
-------------------------------------------------------------
Alfredo R. Perez, Esq., at Weil Gotshal & Manges LLP, in
Houston, Texas, recounts that on May 23, 2000, Time Warner
Telecom General Partnership, by its managing general partner,
Time Warner Telecom Holdings Inc., and UUNET Technologies, Inc.,
the predecessor of MCI WORLDCOM Network Services, Inc., entered
into a Letter Agreement regarding the purchase of Inbound Modem
Pool Service Primary Rate Interface circuits by UUNET from Time
Warner Telecom and the provision of certain quantities of these
IMPS PRI circuits.  On December 1, 2001, MCI Network Services
and Time Warner Telecom, by its managing general partner, Time
Warner Telecom Holdings Inc., entered into a letter agreement
amending the Letter Agreement.  Pursuant to the PRI Amendment,
the Agreement expires by its own terms on October 31, 2004.  The
Agreement contains both month-to-month and fixed term services
with provisions for the re-rating of the pricing of these
services at certain scheduled times.

As of the Petition Date, Mr. Perez informs the Court that
according to MCI Network Services' books and records, it owed
Time Warner Telecom $2,050,424.39 for IMPS PRI circuits provided
under the Agreement.  In contrast, Time Warner Telecom alleges
that MCI Network Services' prepetition obligation is only
$517,565.04 due to an alleged prepetition setoff.  On February
11, 2003, MCI Network Services and Time Warner Telecom, by its
managing general partner, Time Warner Telecom Holdings Inc.,
entered into a letter agreement, further modifying the prior
agreements between the parties, wherein MCI Network Services
agreed to assume the Agreement, as modified by the PRI Amendment
No. 2, the assumption subject to this Court's approval.

The parties have entered into the PRI Amendment No. 2 to:

  -- modify, restate, assume, and affirm the Agreement pursuant
     to the terms set forth in the PRI Amendment No. 2;

  -- provide for a schedule of payments to Time Warner Telecom
     as contemplated in the PRI Amendment No. 2; and

  -- ensure the continued performance of work and the provision
     of services by Time Warner Telecom to MCI Network Services
     under the Agreement.

As modified by the PRI Amendment No. 2, the salient terms of the
Agreement are:

  A. Term: The term of the Agreement, as modified by the PRI
     Amendment No. 2, will commence as of the date an
     Approval Order becomes a final, non-appealable order.
     Beginning on April 1, 2003, the assumed Agreement will
     automatically renew on a month-to-month basis thereafter
     for as long as services are provided under the Agreement,
     as modified by the PRI Amendment No. 2.

  B. Minimum Commitment: PRI Amendment No. 2 results in a
     reduction of MCI Network Services' minimum purchase
     obligations under the Agreement.

  C. Pricing: PRI Amendment No. 2 results in a reduction in the
     price for services provided by Time Warner Telecom under
     the Agreement.

  D. Termination Rights: Without limiting or modifying either
     Party's termination rights specified elsewhere in the
     Agreement, individual IMPS PRI circuits may be terminated
     for convenience by MCI Network Services in accordance with
     the disconnect procedures outlined in the Agreement, as
     modified by the PRI Amendment No. 2, and by Time Warner
     Telecom at any time after 180 days prior written notice to
     MCI Network Services.

  E. Early Termination Charges: The early termination charges
     under the current Agreement are modified to be consistent
     with the amount of services, pricing, and term being
     implemented by the PRI Amendment No. 2 , and as modified,
     these provisions are no more burdensome to MCI Network
     Services than the provisions on the same subjects under the
     current Agreement.

  F. Setoff: Time Warner Telecom has advised that, prior to the
     Petition Date, it effectuated a prepetition setoff for
     $1,532,859.35.  The parties have preserved all of their
     rights, claims, and defenses with respect to this alleged
     setoff and nothing in the Agreement, the PRI Amendment No.
     2, this Motion or any order granting the relief requested
     in this Motion will prejudice either party's position with
     respect thereto.

  G. Cure: The Parties have agreed that MCI Network Services'
     cure obligation will be satisfied by the allowance of a
     $2,050,424.39 general unsecured claim against MCI Network
     Services to be held by Time Warner Telecom.  To the extent
     that either WorldCom elects not to challenge Time Warner
     Telecom's alleged prepetition setoff or the alleged
     prepetition setoff survives any challenge, Time Warner
     Telecom's Allowed Claim will be reduced by the amount of
     the recognized setoff, up to $1,532,859.35 of Time Warner
     Telecom's alleged setoff.  The Allowed Claim will
     constitute Time Warner Telecom's sole remedy in this
     regard.

  H. Mutual Release: As of the Effective Date, the parties are
     mutually releasing claims arising under the Agreement;
     provided, however, that the parties are preserving their
     rights with respect to Time Warner Telecom's alleged
     prepetition setoff of and to Time Warner Telecom's rights
     to the Allowed Claim.

By this Motion the Debtors seek entry of an order:

  A. approving MCI Network Services' assumption of the
     Agreement, as modified by the PRI Amendment No. 2 and
     reflecting the agreed upon resolution or settlement of
     issues between the Parties, and fixing MCI Network
     Services' cure obligations; and

  B. authorizing MCI Network Services to enter into and
     implement the PRI Amendment No. 2.

As modified by the PRI Amendment No. 2, Mr. Perez tells the
Court that the Agreement benefits MCI Network Services in a
number of ways, including allowing it to continue to obtain
services from Time Warner Telecom thus allowing it to compete
effectively in cities serviced by the facilities under the
Agreement.  However, MCI Network Services currently needs fewer
services than what is currently being provided by Time Warner
Telecom under the Agreement, and accordingly, the changes being
implemented in PRI Amendment No. 2 represent a significant cost
savings to the Debtors.  Accordingly, the Agreement, as modified
by the PRI Amendment No. 2, is a critical asset of the estate,
which is necessary to the generation of significant revenues and
authority should be granted for the Debtors to assume the
Agreement, as modified by the PRI Amendment No. 2.

Mr. Perez believes that the proposed settlement incorporated
into the Agreement, as modified by the PRI Amendment No. 2, is
fair and reasonable under the circumstances, represents the
exchange of reasonably equivalent value between the Parties, and
in no way unjustly enriches any of the Parties.  In addition,
the settlement constitutes the contemporaneous exchange of new
value and legal, valid and effective transfers between the
Parties. Further, the Agreement, as modified by the PRI
Amendment No. 2 and incorporating the resolution of certain
issues between the Parties, represents substantial cost savings
to MCI Network Services and these estates.

Absent authorization to enter into and implement the compromise
between the parties, Mr. Perez fears that the parties would
require extensive judicial intervention to resolve their
disputes and it is uncertain which of the parties would emerge
with a favorable and successful resolution of its claims.  Due
to the complexity and likely duration of any litigation, it
would be costly, time consuming, and distracting to management
and employees alike.  Moreover, approval of the relief requested
would eliminate the attendant risk of litigation and would avoid
delay of the implementation of the changes effected in, and the
cost savings associated with the PRI Amendment No. 2. (Worldcom
Bankruptcy News, Issue No. 22; Bankruptcy Creditors' Service,
Inc., 609/392-0900)  


* Meetings, Conferences and Seminars
------------------------------------
March 26, 2003
   NEW YORK INSTITUTE OF CREDIT
      Asset-Based Lending Luncheon
         Contact: 212-629-8686; fax 212-629-7788;
            info@nyic.org

March 27-28, 2003
   FINANCIAL RESEARCH ASSOCIATES
      Commercial Loan Workout Techniques
         New York Helmsley Hotel, New York City, NY
            Contact: 1-800-280-8440 or http://www.frallc.com

March 27-30, 2003
   NORTON INSTITUTES ON BANKRUPTCY LAW
      Litigation Institute II
         Flamingo Hilton, Las Vegas, Nevada
            Contact: 1-770-535-7722
                         or http://www.nortoninstitutes.org

March 31 - April 01, 2003
   RENAISSANCE AMERICAN MANAGEMENT, INC. & BEARD GROUP
      Healthcare Transactions: Successful Strategies for
         Mergers, Acquisitions, Divestitures and Restructurings
            The Fairmont Hotel Chicago
               Contact: 1-800-726-2524 or fax 903-592-5168 or
                        ram@ballistic.com

April 10-11, 2003
   AMERICAN CONFERENCE INSTITUTE
      Predaotry Lending
         The Westin Grand Bohemian, Florida
            Contact: 1-888-224-2480 or 1-877-927-1563
               http://www.americanconference.com

April 10-13, 2003
   AMERICAN BANKRUPTCY INSTITUTE
      Annual Spring Meeting
         Grand Hyatt, Washington, D.C.
            Contact: 1-703-739-0800 or http://www.abiworld.org

April 28-29, 2003
   AMERICAN CONFERENCE INSTITUTE
      Credit Derivatives
         Waldorf Astoria, New York
            Contact: 1-888-224-2480 or 1-877-927-1563
                         http://www.americanconference.com

April 29, 2003
   NEW YORK INSTITUTE OF CREDIT
      Corporate Governance Luncheon
         Contact: 212-629-8686; fax 212-629-7788;
            info@nyic.org

May 1-3, 2003
   ALI-ABA
      Chapter 11 Business Organizations
         New Orleans
            Contact: 1-800-CLE-NEWS or http://www.ali-aba.org

May 8-10, 2003
   ALI-ABA
      Fundamentals of Bankruptcy Law
         Seattle
            Contact: 1-800-CLE-NEWS or http://www.ali-aba.org

May 14, 2003
   NEW YORK INSTITUTE OF CREDIT
      Factoring Panel Luncheon
         Contact: 212-629-8686; fax 212-629-7788;
            info@nyic.org

June 4, 2003
   NEW YORK INSTITUTE OF CREDIT
      24th Credit Smorgasbord
         Contact: 212-629-8686; fax 212-629-7788;
            info@nyic.org

June 19-20, 2003
   RENAISSANCE AMERICAN MANAGEMENT, INC. & BEARD GROUP
      Corporate Reorganizations: Successful Strategies for
        Restructuring Troubled Companies
           The Fairmont Hotel Chicago
              Contact: 1-800-726-2524 or fax 903-592-5168 or
                       ram@ballistic.com

June 26-29, 2003
   NORTON INSTITUTES ON BANKRUPTCY LAW
      Western Mountains, Advanced Bankruptcy Law
         Jackson Lake Lodge, Jackson Hole, Wyoming
            Contact: 1-770-535-7722
                     or http://www.nortoninstitutes.org

July 10-12, 2003
   ALI-ABA
      Partnerships, LLCs, and LLPs: Uniform Acts, Taxation,
         Drafting, Securities, and Bankruptcy
            Eldorado Hotel, Santa Fe, New Mexico
               Contact: 1-800-CLE-NEWS or http://www.ali-aba.org

December 3-7, 2003
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         La Quinta, La Quinta, California
            Contact: 1-703-739-0800 or http://www.abiworld.org

April 15-18, 2004
   AMERICAN BANKRUPTCY INSTITUTE
      Annual Spring Meeting
         J.W. Marriott, Washington, D.C.
            Contact: 1-703-739-0800 or http://www.abiworld.org

December 2-4, 2004
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Marriott's Camelback Inn, Scottsdale, AZ
            Contact: 1-703-739-0800 or http://www.abiworld.org

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday.  Submissions via
e-mail to conferences@bankrupt.com are encouraged.  
          
                          *********

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

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

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

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

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

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

                          *********

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

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

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

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

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

                *** End of Transmission ***