TCR_Public/030327.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

             Thursday, March 27, 2003, Vol. 7, No. 61     

                          Headlines

A & G PETROLEUM: Case Summary & Largest Unsecured Creditors
ACME TELEVISION: Nixes Cash Tender Offer for 10-7/8% Sr. Notes
ADELPHIA COMMS: Continuing Frank Lloyd's Services as Consultant
ADELPHIA: Christopher Dunstan Resigns as CFO Effective March 21
ALTERNATIVE TECH.: Independent Auditors Air Going Concern Doubts

AMERICAN AIRLINES: Applauds DOT's Reform Efforts on CRS Rules
AMERIKING: Committee Employs Pepper Hamilton as Co-Counsel
AMERIPOL SYNPOL: Delaware Court Fixes April 11 Claims Bar Date
ANC RENTAL: Exclusivity Period Extended Until July 6, 2003
BARRINGTON FOODS: Negotiates to Acquire Private Food Distributor

BURNHAM PACIFIC: Double Play Discloses 11.53% Equity Stake
CENTERPOINT ENERGY: Units Close $1.6 Bil. Financing Transactions
CHILDTIME LEARNING: Needs More Funds To Sustain Operations
CMS ENERGY: Bank Group Extends Credit Maturity to June 30, 2003
COPYTELE INC: Nasdaq to Delist Shares Today, Will Trade on OTCBB

COVANTA: Seeks Approval of Parties' Compromise re Power Purchase
DDI CORP: Senior Lenders Agree to Forbear Until March 31, 2003
DIRECTV LATIN AMERICA: Turning to Mayer Brown for Advice
ENRON CORP: Judge Gonzalez Okays Rule 2004 Exam on Foster, et al
EXTREME NETWORKS: Board Endorses Voluntary Stock Option Exchange

FEDERAL-MOGUL: Bank Mendez Netting Agreement Obtains Court Nod
FLEMING COMPANIES: Settles Bankruptcy Claims Dispute with Kmart
FOAMEX INTERNATIONAL: FY 2002 Net Loss Balloons to $9.7 Million
FOSTER WHEELER: Shareholders' Deficit Tops $781M as of Dec. 2002
GENTEK INC: Changing Parkowski's Status to Special Counsel

GLOBAL INDUSTRIES: Elects Luis Tellez to Board of Directors
HEALTHSOUTH CORPORATION: NYSE Suspends Securities Trading
HEALTHSOUTH: Director Betsy Atkins Quits After 2 Weeks on Board
HEARTLAND SECURITIES: Voluntary Chapter 11 Case Summary
HYDROMET ENVIRONMENTAL: Shareholders Say Yes to New Resolutions

INTEGRATED HEALTH: Wants Court to Approve Pact with 9 Claimants
INTERLIANT: Bankruptcy Court Extends Exclusivity Period to May 5
KMART CORP: Discloses 20% Stake in Hechinger Liquidation Trust
LAIDLAW INC: Judge Kaplan Estimates Class 6 Claims at $417-Mill.
LBI MEDIA: Hires Brett Zane as New Chief Financial Officer

LIBERTY MEDIA: Releases Supplemental Q4 Financial Information
LTV CORP: Seeks Approval of $2.5 Million Settlement with Baker
MAGELLAN HEALTH: Gets Interim Nod on E&Y's Retention as Advisors
MED DIVERSIFIED: Trestle Unit Hires First Securities as Banker
MEDISOLUTION: Brings-In Regent Beaudet as New Board Member

NAT'L CENTURY: Bank One Seeks Appointment to NPF Subcommittee
NAVISITE INC.: Enterprise Customer Renewal Rate Up by 30%
NETIA HOLDINGS: Redeems Senior Secured Notes for EUR49.8 Million
NEXTCARD: S&P Puts Certain Subprime Credit Card Ratings on Watch
NTELOS INC: Retaining UBS Warburg to Render Financial Advice

OAKWOOD HOMES: Taps Andrew Davidson as Valuation Consultant
OWOSSO: January Working Capital Deficit Tops $5.3 Million
PAXSON COMMS: Low-B Rated TV Operator Reports Q4 & 2002 Results
PEACE ARCH: Jamie Brown Resigns as Board Director
PETROLEUM GEO: PGS Trust I Pref. Securities Symbol Now "PGOAP"

PHOTRONICS: Intent on Returning to Profitability by July 2003
PORTOLA PACKAGING: Q2 Balance Sheet Insolvency Stands at $27.2MM
RADIANT ENERGY: Expects to File Late Fin'l Statements by May 20
RDC INTERNAIONAL: Operating Losses Spur Going Concern Doubts
RELIANCE: Court Gives Stamp of Approval on Cambridge Settlement

ROTECH HEALTHCARE: Reports Declining Revenues For Fourth Quarter
RURAL/METRO: Tucson Awards Billing Contract To Southwest Unit
SANGUI BIOTECH: Corbin & Wertz Expresses Going Concern Doubts
SHAW COMMS: Sells Star Choice Unit to Focus on Core Divisions
SIMULA: Kennedy Capital Management Reports 12.4% Equity Stake

SOUTHERN UNION: Agrees with MoPSC Staff re Panhandle Acquisition
SPIEGEL GROUP: Seeks Authority to Pay Critical Vendor Claims
SUPERIOR TELECOM: Taps Brunswick as Communications Consultant
TIDEL TECH: Nasdaq Delists Shares Following 10-K Filing Default
TIMELINE: Recurring Losses Prompts Auditors' Going Concern Doubt  

TODAY'S MAN: Turns to FTI Consulting for Financial Advice
TOKHEIM: Creditors Have Until March 28 to File Proofs of Claim
TRIMAS CORP: Names Bianchi Public Relations as PR Counsel
TRIMEDYNE: Working Capital Deficit Tops $388K at December 2002
TRUMP CASINO: Closes Private Placement of $490MM Mortgage Notes

UNITED AIRLINES: Pilots Want Congress & Whitehouse to Act Now
VISUAL DATA: Nasdaq to Delist Shares Effective Tomorrow
WARNACO GROUP: Asks Court to Confirm Class 5 Claims Distribution
WACHOVIA BANK: S&P Assigns Prelim. Ratings to Ser. 2003-C4 Notes
WORLDCOM INC: Wants to Go Ahead with Verizon Settlement

WORLD HEART: FDA Asks More Data for Destination Therapy Review
WORLD WIDE WIRELESS: Capital Infusion Needed to Sustain Business
WRC MEDIA: Fourth Quarter Net Loss Balloons to $47 Million
XO COMMS: Releases Fourth Quarter and Year-End 2002 Results

* DebtTraders' Real-Time Bond Pricing

                          *********

A & G PETROLEUM: Case Summary & Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: A & G Petroleum, Inc.
        1128 Morton Boulevard
        Kingston, New York 12401

Bankruptcy Case No.: 03-35664

Chapter 11 Petition Date: March 25, 2003

Court: Southern District of New York (Poughkeepsie)

Judge: Cecelia G. Morris

Debtor's Counsel: Thomas Genova, Esq.
                  Genova & Malin
                  Hampton Business Center
                  1136 Route 9
                  Wappingers Falls, NY 12590
                  Tel: (845) 298-1600
                  Fax : (845) 298-1265

Total Assets: $1,300,000

Total Debts: $1,429,062

Debtor's Unsecured Priority Creditor:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
NYS Department of Taxation  Sales Tax                  $18,000   
& Finance

Debtor's Unsecured Nonpriority Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Tosco                       Goods & Services          $229,000

Colonial Pacific            Lease Deficiency           $70,461

Burn Master                 Goods & Services           $28,000

Leemilt's Petroleum, Inc.   Goods & Services            $3,779


ACME TELEVISION: Nixes Cash Tender Offer for 10-7/8% Sr. Notes
--------------------------------------------------------------
ACME Television, LLC and ACME Finance Corporation, wholly-owned
subsidiaries of ACME Communications, Inc. (Nasdaq:ACME),
announced that they have terminated their cash tender offer and
consent solicitation for their outstanding 10-7/8% Senior
Discount Notes due 2004 (CUSIP No. 004812-AC-7) and have
commenced the redemption of 100% of the issue. Notices were sent
by the Company to noteholders setting April 21, 2003 as the
redemption date.

ACME Communications, Inc. owns and operates nine television
stations serving markets covering 3.7% of the nation's
television households, making the Company the fourth largest
affiliate group of The WB Television Network. The Company's
stations are: KUWB-TV, Salt Lake City, UT; KWBQ-TV and KASY-TV,
Albuquerque-Santa Fe, NM; WBDT-TV, Dayton, OH; WBXX-TV,
Knoxville, TN; WIWB-TV, Green Bay-Appleton, WI; WTVK-TV, Ft.
Myers-Naples, FL; WBUI-TV, Champaign-Springfield-Decatur, IL and
WBUW-TV, Madison, WI. All of the Company's stations, except
KASY-TV, a UPN affiliate, are WB Network affiliates. ACME's
shares are traded on the NASDAQ Stock Market under the symbol:
ACME.

                           *   *   *

As previously reported, Standard & Poor's placed its 'CCC+'
corporate credit rating on TV station owner ACME Television
LLC/ACME Finance Corp. on CreditWatch with negative implications
on April 3, 2002. The action followed the company's announcement
of its agreement to acquire a Madison, Wisconsin TV station for
$5.6 million cash. Santa Ana, California-based ACME has about
$252 million debt outstanding, including holding company debt.


ADELPHIA COMMS: Continuing Frank Lloyd's Services as Consultant
---------------------------------------------------------------
Myron Trepper, Esq., at Willkie Farr & Gallagher, in New York,
recounts that on January 9, 2003, the Official Committee of
Equity Security Holders in the Chapter 11 cases of Adelphia
Communications and its debtor-affiliates commenced an adversary
proceeding by filing a motion to obtain an order compelling a
meeting of the ACOM Debtors' shareholders.  On February 7, 2003,
the Court entered a scheduling order in respect of the Adversary
Proceeding, which required the Debtors to designate expert
witnesses whom the ACOM Debtors intend to call on their behalf
at the hearing on the Equity Committee Motion.  After an
extensive search, on February 13, 2003, the ACOM Debtors
identified and retained Frank W. Lloyd, Esq., as a cable
television industry expert to assist in the ACOM Debtors'
defense of the Adversary Proceeding.  On February 19, 2003, and
in accordance with the Scheduling Order, the ACOM Debtors filed
a Preliminary Designation of Expert designating Mr. Lloyd an
expert witness to testify concerning:

    -- regulation of the cable industry;

    -- relationships between cable providers and local franchise
       authorities;

    -- regulatory oversight by the Federal Communications
       Commission and local franchise authorities;

    -- the ACOM Debtors' franchise agreements; and

    -- the potential adverse effects on the ACOM Debtors'
       franchise agreement if the relief sought in the Equity
       Committee Motion were granted.

On February 24, 2003, Mr. Lloyd filed an Expert Report opining
on the federal and local regulatory review that the ACOM Debtors
likely would have to undergo were the Court to grant the relief
sought in the Equity Committee Motion.

The ACOM Debtors want to employ Mr. Lloyd to continue to assist
them and their counsel, Boies Schiller & Flexner LLP, as a cable
television industry consultant and expert witness in connection
with, among other things, the Adversary Proceeding.

The Debtors require a consultant to advise them and Boies
Schiller with respect to the nuances of national, state and
local regulation of the cable television industry and to provide
expert testimony in these cases and the Adversary Proceeding.

Mr. Trepper explains that the Debtors selected Mr. Lloyd because
of his extensive expertise and knowledge with respect to the
cable industry.  Mr. Lloyd graduated from Harvard Law School in
1967 and, after graduation, served as a law clerk to Judge
Charles Merrill of the U.S. Court of Appeals for the Ninth
Circuit.  He has over 30 years of experience in the field of
communications law and regulation, with a specialty in cable
television regulation.  From 1977 until 1981, Mr. Lloyd served
as the Administrative Assistant to the Chairman of the FCC.  In
this position, Mr. Lloyd developed expertise in all aspects of
the FCC's regulatory mission, with particular emphasis on
broadcasting and cable television.  Mr. Lloyd has authored a
treatise on cable television law and has served as the chair to
the Practising Law Institute's annual programs on cable
television law.  He is a member of the law firm Mintz, Levin,
Cohn, Ferris, Glovsky and Popeo, P.C. and practices in the
firm's Communications Law Group in its Washington, D.C. office.  
The Debtors believe that Mr. Lloyd is well qualified to serve as
a consultant in the Adversary Proceeding and in these cases.

To the extent that Mr. Lloyd provides advisory services to Boies
Schiller in connection with litigation matters, Mr. Lloyd's work
will be performed at the sole direction of Boies Schiller and
will be solely and exclusively for the purpose of assisting
Boies Schiller in its representation of the Debtors.  As a
result, Mr. Lloyd's work may be of fundamental importance in the
formation of mental impressions and legal theories by Boies
Schiller, which may be used in counseling the Debtors and in the
representation of the Debtors.  For Mr. Lloyd to carry out his
responsibilities, it may be necessary for Boies Schiller to
disclose its legal analysis as well as other privileged
information and attorney work product.  Accordingly, the Debtors
seek an order that provides that the confidential and privileged
status of Mr. Lloyd's work product and communications will not
be affected by the fact that Mr. Lloyd has been retained by the
Debtors rather than by Boies Schiller.

Section 328(a) of the Bankruptcy Code authorizes the employment
of a professional person "on any reasonable terms and conditions
of employment, including on a retainer."  Mr. Lloyd will be
compensated at an hourly rate of $475.

The Debtors also ask the Court to grant Mr. Lloyd relief from
the Order Establishing Procedures for Interim Compensation and
Reimbursement of Expenses of Professionals and Committee Members
entered on August 9, 2002 to the extent the Order requires
retained professionals to serve time records with monthly fee
statements.  If Mr. Lloyd were required to comply fully with the
Interim Compensation Procedures Order, Mr. Trepper says, the
release of detailed time records to parties-in-interest in these
cases could undermine his ability to provide litigation-related
advice and to act as an expert witness in the Adversary
Proceeding.

Mr. Lloyd assures the Court that he has not represented and has
no relationship with the Debtors; their major creditors or
equity security holders; or any other significant parties-in-
interest in these cases, in any matter relating to these cases.  
In addition, Mr. Lloyd:

    a) does not have any connection with the Debtors, their
       major creditors and equity holders, or any party-in-
       interest, or their attorneys;

    b) does not hold or represent an interest adverse to the
       estates; and

    c) is a "disinterested person" within the meaning of Section
       101(14) of the Bankruptcy Code. (Adelphia Bankruptcy
       News, Issue No. 31; Bankruptcy Creditors' Service, Inc.,
       609/392-0900)


ADELPHIA: Christopher Dunstan Resigns as CFO Effective March 21
---------------------------------------------------------------
Adelphia Communications Corporation (OTC: ADELQ) announced that
Christopher Dunstan, who has served as Executive Vice President
and Chief Financial Officer of Adelphia since May 2002, has
resigned effective March 21, 2003.  The Company issued the
following statement:

"Adelphia is grateful to Chris for assuming the CFO role during
a very challenging time for the Company.  His hard work and
service to Adelphia over the past 10 months have helped
stabilize the Company, and we wish him well in his future
endeavors."

As previously announced, Adelphia named Vanessa Ames Wittman as
Executive Vice President and Chief Financial Officer.

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


ALTERNATIVE TECH.: Independent Auditors Air Going Concern Doubts
----------------------------------------------------------------
Alternative Technology Resources, Inc. has developed and is
operating an Exchange for healthcare services. The purpose of
the Healthcare Exchange is to utilize the Internet and other
technologies to facilitate Provider initiated discounts and
administrative, billing and remittance services for all
commercial lines of business in the healthcare industry.  The
Healthcare Exchange offers a direct and efficient conduit
between Providers and Purchasers of healthcare services and/or
their agents, such as Preferred Provider Organizations.

ATR does not provide healthcare services, but rather expects to
act as a neutral conduit for efficiency  between Providers,
Purchasers and their intermediaries including preferred provider
organizations, that  should benefit  all.  ATR believes that
reducing the costs associated with traditional "bricks and
mortar" operations, creating economies of scale, facilitating
access to Providers and Purchasers, streamlining overhead costs,
exploiting possibilities for functional integration, reducing
errors and speeding the payment of claims should allow
Purchasers to pay less and Providers to recover more of what
they bill.

Providers submit bills to the Company, who reprices the bills to
the rate set by the Providers, including adding a transaction-
processing fee, and then routes them to Purchasers or their
intermediaries.  The Company receives payments from Purchasers
on behalf of the Providers, and then remits payments to the
Providers.

However, Alternative Technology Resources has incurred operating
losses since inception, which have resulted in an accumulated
deficit of $63,963,564 at December 31, 2002.  Based on the steps
the Company has taken to refocus its operations and obtain
additional financing, the Company believes that it has developed
a viable plan to address its ability to continue as a going
concern, and that this plan will enable the Company to continue
as a going concern, at least through the end of fiscal year
2003. The Company engaged a placement agent to assist in the
sale of shares of the Company's common stock in a private
placement.  During October 2002, the Company received gross
proceeds of $4,125,000 through the sale of 4,125,000 shares
pursuant to this offering.  Cash proceeds net of offering costs
were $3,872,067.  In addition, the due dates of Notes Payable to
Stockholder and Convertible Notes Payable to Stockholder were
extended from December 31, 2002 to December 31, 2003.

There can be no assurance that this plan will be successfully
implemented, and if not successfully  implemented the Company
may be required to reduce the development efforts of its
Healthcare Exchange or be  forced into seeking protection under
federal bankruptcy laws. As a result, the report of independent
auditors on the Company's June 30, 2002 financial statements
includes an explanatory paragraph indicating there is
substantial doubt about the Company's ability to continue as a
going concern.  

For the six month period ending December 31, 2002, the Company
earned revenues of $1,654,553 but incurred a net loss of
$4,600,686


AMERICAN AIRLINES: Applauds DOT's Reform Efforts on CRS Rules
-------------------------------------------------------------
American Airlines filed comments last week with the U.S.
Department of Transportation for the revised Computer
Reservations System rules proposed in November.  In its
filing, the airline applauded much of the regulatory reform in
the DOT's Notice of Proposed Rulemaking on CRS rule changes.

American agreed with the DOT's proposal to eliminate both the
existing mandatory participation rules and the prohibition of
discriminatory booking fees.  The airline also said it was
pleased that DOT recognized that "parity clauses" in CRS
contracts with airlines are anti-competitive and would set
back the positive developments that have been made in the
marketplace. American urged DOT to prohibit all such clauses in
its final rule. Taking action on these points unleashes real
price competition among CRSs, which should drive down
distribution costs.

The airline also applauded DOT for proposing not to regulate
ticket sales via the Internet.  American said that the Internet
and new technologies, rather than continued or enhanced
regulation, offer the best hope for ending CRS market power.  
Regulation would unnecessarily stifle this dynamic and growing
new marketplace for travel.  DOT's call for case-by-case reviews
instead of full regulation is a sensible approach.

In its filing, American voiced concern about proposed regulation
of Marketing Information Data Tapes, which is data available for
purchase by airlines from a CRS which reflects all flight
segments booked or canceled within that CRS.  MIDT information
helps airlines make informed marketing decisions for route
planning and administering contracts.  CRS regulations are
not an appropriate platform for seeking to regulate competition
between airlines, yet regulating MIDT would do just that.  In a
time of dire economic conditions for the airline industry,
degrading the quality of information available to all carriers
will result in poorer decision making and greater losses.

American also urged DOT to maintain its ban on display bias and
address "screen padding" through codesharing.  DOT should adopt
the European Union rule that limits a code share flight to no
more than two listings.

The airline also urged a ban on CRS "tying" of distribution
products, without exceptions.  Such a ban will enhance
competition, give airlines more options, and preclude CRSs from
leveraging their market power into new and developing channels.  
American said the ban should include tying Internet distribution
to the CRSs' "bricks and mortar" travel agency services, and
tying domestic and international distribution, particularly
since CRSs often price these products differently.

While it is premature to estimate distribution cost reductions
from real CRS price competition -- the latter being something
inhibited by the obsolete CRS rules in effect today -- the
potential for savings by the airlines is substantial.  American
said that between 1995 and 2000, the compound annual growth rate
of its CRS booking fees per net booking ranged from 5.3 to
6.3 percent per year, depending on the CRS.  In comparison, the
Consumer Price Index for the same period grew at just 2.4
percent annually.  Last year alone, American's overall CRS
expenses were nearly $400 million.

Also, American proposed a three-year sunset date on CRS
regulations, urging that public interest would not be served by
extending regulations beyond three years.

In its filing, American said the reforms are being considered at
a time when the airline industry is confronting unprecedented
financial challenges, new and more efficient distribution
channels are growing and CRSs have become increasingly
aggressive in their efforts to prevent these developing channels
from reducing excessive booking fees.  Airlines and their
distribution systems are at a critical juncture, making time for
concluding this rulemaking of the essence.  American urged DOT
to implement these needed regulatory reforms quickly.

American's comments as filed with DOT are available online at
http://www.amrcorp.com.

                        *   *   *

As previously reported, American Airlines has reduced its
international flying for April by 6 percent as its initial
response to the conflict in the Middle East.  Selected flights
to Europe and Latin America will be canceled but no city will
lose service altogether. Passengers will be accommodated on
other American Airlines flights.

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

American Airlines Inc.'s 11.110% ETC due 2005 (AMR05USR30) are
presently trading at 20 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=AMR05USR30
for real-time bond pricing.


AMERIKING: Committee Employs Pepper Hamilton as Co-Counsel
----------------------------------------------------------
The Official Committee of Unsecured Creditors of AmeriKing,
Inc.'s chapter 11 cases sought and obtained approval from the
U.S. Bankruptcy Court for the District of Delaware to contract
Pepper Hamilton LLP as Co-Counsel.

The Committee submits that it will be necessary to employ and
retain Pepper Hamilton to:

     a) advise the Committee with respect to its rights, duties
        and powers in these Cases;

     b) assist and advise the Committee in its consultations
        with the Debtors relative to the administration of these
        Cases;

     c) assist the Committee's investigation of the acts,
        conduct, assets, liabilities and financial condition of
        the Debtors and other parties involved with the Debtors,
        and of the operation of the Debtors' businesses;

     d) assist the Committee in analyzing intercompany
        transactions and issues relating to the Debtors' non-
        debtor affiliates;

     e) assist and advise the Committee as to its
        communications, if any, to the general creditor body
        regarding significant matters in these Cases;

     f) represent the Committee at all hearings and other
        proceedings;

     g) review and analyze all applications, orders, statements
        of operations and schedules filed with the Court and
        advise the Committee as to their propriety;

     h) assist the Committee in preparing pleadings and
        applications as may be necessary in furtherance of the
        Committee's interests and objectives; and

     i) perform such other services as may be required and are
        deemed to be in the interests of the Committee in
        accordance with the Committee's powers and duties as set
        forth in the Bankruptcy Code.

Pepper Hamilton will charge for its legal services on an hourly
basis in accordance with its ordinary and customary hourly
rates:

          Partners                     $335 - $445 per hour
          Special Counsel and Counsel  $250 - $300 per hour
          Associates                   $175 - $245 per hour
          Paraprofessionals            $ 60 - $145 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: Delaware Court Fixes April 11 Claims Bar Date
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware fixes the
last day within which all creditors of Ameripol Synpol
Corporation, who wish to assert a claim against the Debtor's
estates, must file their proofs of claim or be forever barred
from asserting that claim.  The Court schedules the Claims Bar
Date on April 11, 2003.

All claims, to be deemed timely-filed, must be received on or
before 4:00 p.m. on the Claims Bar Date by:

     Ameripol Synpol Corporation
     PO Box 9000 #6059
     Merrick, New York, 11566-9000

               or

     The Garden City Group
     Attn: Asy Processing Department
     105 Maxes Road
     Melville, New York 11747-3836

Creditors need not file a proof of claim on the Bar Date if they
hold claims which are:

     a) properly filed with the Clerk of the U.S. Bankruptcy
        Court for the District of Delaware;

     b) not listed in the schedules as either "disputed,"
        "contingent," or "unliquidated";

     c) under Sections 503(b) or 507(a) of the Bankruptcy Code
        as an administrative expense in the Debtors' chapter 11
        case;

     d) properly paid by the Debtor in full;

     e) on account of an intercompany Claim against the Debtor
        or an affiliates of the Debtor;

     f) previously allowed by order of this Court;

     g) arising from an order of the Court authorizing the
        rejection by the Debtor of any employment agreement or
        other executory contract of unexpired lease;

     h) governmental claims defined in section 101(27) of the
        Bankruptcy Code, as filing for such claims is fixed on
        June 16, 2003; and

     i) equity interests in the Debtor.

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: Exclusivity Period Extended Until July 6, 2003
----------------------------------------------------------
ANC Rental Corporation and its debtor-affiliates sought and
obtained the Court's permission to extend their exclusive period
to file a Chapter 11 plan to July 6, 2003, and extend their
exclusive period to solicit acceptances of that plan until
September 4, 2003.  The extension granted will not prejudice
the right of any party to move for termination of the Exclusive
Periods. (ANC Rental Bankruptcy News, Issue No. 29; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


BARRINGTON FOODS: Negotiates to Acquire Private Food Distributor
----------------------------------------------------------------
Barrington Foods International, Inc. (OTCBB:BFII) announced they
have, together with their financial advisors at BBX Equity
Group, LLC, (www.bbx-equity.com) begun negotiations to acquire a
privately held food distributor.

The distribution company has over a decade of continuous
operating history, and is established with numerous mass
retailers and grocery chains.

"We are working hard to create added value to our shareholder
equity," stated Rendal Williams, CEO of Barrington Foods. "The
efforts of Barrington management, together with our associates
at BBX Equity Group, will hopefully result in our issuing a LOI
(Letter of Intent) shortly, for this pending acquisition. We
will announce further details when they are available."

As of its latest 10Q filing on September 30, 2002, Barrington's
total stockholders' deficiency stands at $551,106.

           About Barrington Foods International, Inc.

Barrington Foods principal activities are focused in the
wholesaling of select food products and proprietary formula
development. The company's core product line is Soy and Dairy
based powdered milk products, including their foremost product,
Pride & Joy(R), an infant formula. The company will be
introducing other complimentary products, such as dried fruit
snacks, powdered juice crystals, flavor formulas, and high
protein drinks, in the coming months. Barrington Foods has
exclusive distribution agreements for products imported into the
USA, such as gourmet coffees from Vietnam and Guatemala, and are
vertically integrated through the manufacture and wholesale
distribution of proprietary products.

               About BBX Equity Group, LLC

BBX Equity Group, LLC is a Nevada based limited liability
company that specializes in mergers and acquisitions, debt
restructuring, joint ventures, introducing companies into the
public arena, structuring and restructuring of companies, asset
protection, exit strategies, corporate amalgamations and
bringing people, opportunities and money together.


BURNHAM PACIFIC: Double Play Discloses 11.53% Equity Stake
----------------------------------------------------------
Double Play Partners Limited Partnership, a Massachusetts
limited partnership, beneficially owns 3,787,000 shares of the
common stock of Burnham Pacific Properties, Inc., representing
11.53% of the outstanding common stock of Burnham Pacific.  
Double Play has sole voting and dispositive powers over the
total amount of stock held.

                        *   *   *

As previously reported in the Oct. 30, 2002, issue of the
Troubled Company Reporter, the trustees of the Burnham Pacific
Properties Liquidating Trust had determined to make a
liquidating distribution in the amount of $0.50 per unit to the
registered unitholders of the Trust. This distribution was
scheduled to be paid on October 30, 2002.


CENTERPOINT ENERGY: Units Close $1.6 Bil. Financing Transactions
----------------------------------------------------------------
CenterPoint Energy, Inc. (NYSE: CNP) announced that it completed
financing transactions totaling more than $1.6 billion.

The company's natural gas distribution, pipelines and gathering
operations subsidiary, CenterPoint Energy Resources Corp.,
closed on $650 million of 7.875 percent senior unsecured notes.  
A portion of the proceeds were used to retire $260 million of
CERC's 6 3/8 percent Term Enhanced ReMarketable Securities.  The
remaining $240 million of TERMS are due to be refinanced or
remarketed in November.  Proceeds were also used to extinguish a
$350 million bank revolver due to expire on March 31.  As a
result, a previously announced commitment for a $350 million
bridge financing facility expired.

In addition, CERC closed a $200 million revolving credit
facility which will be used for working capital needs.  This
364-day facility has a drawn cost of LIBOR plus 250 basis points
at existing credit ratings.

On March 18, CenterPoint Energy Houston Electric, LLC (CEHE),
the company's electric transmission and distribution subsidiary,
closed on general mortgage bonds totaling over $762 million.  Of
this, $450 million are 10-year bonds with a coupon rate of 5.7
percent, and $312.275 million are 30-year bonds with a coupon
rate of 6.95 percent.  Proceeds will be used to enable the
parent to repay $150 million of medium term notes maturing on
April 21, to redeem $312.275 million of first mortgage bonds of
CEHE and to repay $279 million of a $537 million intercompany
note to CenterPoint Energy.  Part of the proceeds from this
repayment were used to repay bank loans and permanently reduce
the $3.85 billion parent bank credit facility by $50 million.

The securities have not been registered under the Securities Act
of 1933 and may not be offered or sold in the United States
absent registration or an applicable exemption from registration
under that Act.

CenterPoint Energy, Inc., headquartered in Houston, Texas, is a
domestic energy delivery company that includes electricity
transmission and distribution, natural gas distribution and
sales, interstate pipeline and gathering operations, and more
than 14,000 megawatts of power generation in Texas. The company
serves nearly five million customers in 11 states. CenterPoint
Energy was formed in 2002, when Reliant Energy, Inc. separated
into two publicly traded companies - CenterPoint Energy, Inc.
and Reliant Resources, Inc. The Web site is
http://www.CenterPointEnergy.com.

                        *   *   *

As reported in Troubled Company Reporter's March 5, 2003
edition, Fitch Ratings affirmed the outstanding credit ratings
of CenterPoint Energy, Inc., and its subsidiaries CenterPoint
Energy Houston Electric LLC and CenterPoint Energy Resources
Corp.  The Rating Outlook for all three companies remains
Negative.

        The following ratings were affirmed by Fitch:

                  CenterPoint Energy, Inc.

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

            CenterPoint Energy Houston Electric, LLC

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

             CenterPoint Energy Resources Corp.

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


CHILDTIME LEARNING: Needs More Funds To Sustain Operations
----------------------------------------------------------
During the third quarter 2003, Childtime Learning Centers, Inc.
closed one Learning Center. The Company closed two Learning
Centers during the third quarter 2002. During year to date 2003,
the Company added 60 Learning Centers, which included the 58
Tutor Time Learning Centers acquired at the end of the first
quarter of 2003, closed eight and transferred two Learning
Centers to franchisees. The Company also closed nine centers,
whose leases were rejected, as part of the Tutor Time purchase
transaction.

                   RESULTS OF OPERATIONS

Net revenues for third quarter 2003 increased $12.4 million, or
40.3%, from the same period last year to $43.3 million. The
increase was primarily a result of additional revenues of $10.4
million contributed by Tutor Time centers and $1.3 million
contributed by Franchise Operations, both of which were acquired
at the end of first quarter 2003. Childtime center revenues
increased $0.7 million, with continuing center revenue increases
of $1.3 million partially offset by the loss of revenues from
closed centers of $0.6 million. Comparable Childtime center
revenues, defined as centers opened 18 months or longer,
increased $1.3 million, or 4.2%. Net revenues for year to date
2003 increased $22.7 million, or 20.8%, from the same period
last year to $131.9 million. The increase was the result of
additional revenues of $20.9 million contributed by Tutor Time
centers and $2.4 million contributed by Franchise Operations.
Childtime center revenues decreased $0.6 million, with
continuing center revenue increases of $1.9 million offset by
the loss of revenues from closed centers of $2.5 million.
Comparable Childtime center revenues increased $0.7 million, or
0.7%. Revenues from closed centers relate to centers closed in
fiscal 2002 or fiscal 2003 that are not considered discontinued
operations under SFAS 144.

Gross profit in the third quarter 2003 increased $2.9 million,
or 89.7%, from the same period last year to $6.2 million. The
increase was attributable to $0.4 million contributed by Tutor
Time centers, $1.3 million contributed by Franchise Operations
and $1.2 million contributed by Childtime centers. Gross profit
percentages for the third quarter 2003 by segment were 14.1% for
Childtime centers (as compared to 10.5% for 2002), 16.4% for
Tutor Time centers and 100.0% for Franchise Operations. The
increase in Childtime centers gross profit is attributable to
increased continuing center revenue of $1.3 million and the
decrease of operating expenses of $0.5 million for closed
centers, partially offset by the loss of revenues from closed
centers of $0.6 million. Gross profit for year to date 2003
increased $0.1 million, or 0.8%, from the same period last year
to $13.4 million. The increase was attributable to $2.4 million
contributed by Franchise Operations offset by negative $0.3
million contributed by Tutor Time centers and negative $2.0
million contributed by Childtime centers. Gross profit
percentages for year to date 2003 by segment were 10.3% for
Childtime centers (as compared to 12.2% for 2002), 9.9% for
Tutor Time centers and 100.0% for Franchise Operations. The
decrease in the Childtime centers gross profit is attributable
to decreased Childtime center revenues and increased operating
expenses primarily in personnel, as pay increases were
implemented prior to tuition price increases, and occupancy
costs that rose with inflation on comparable revenues.

Net loss increased to a net loss of $1.1 million for third
quarter 2003 compared to a net loss of $0.5 million for the
third quarter 2002. For year to date 2003, net loss was $17.8
million, compared to net a loss of $1.6 million for year to date
2002.

The Company's primary cash requirements currently consist of its
funding of losses from operations, expenses associated with
planned center openings, repayment of debt, maintenance and
capital improvement of existing Learning Centers, and funding
lease termination costs in conjunction with its restructuring
program. The Company expects to fund cash needs through the
revolving credit facility, described below, and cash generated
from operations, although alternative forms of funding continue
to be evaluated and new arrangements may be entered into in the
future. The Company experienced decreased liquidity during the
recent calendar year-end holidays due to decreased attendance.
While new enrollments are generally highest during the
traditional fall "back to school" period and after the calendar
year-end holidays, enrollment generally decreases during the
summer months and calendar year-end holidays. Should cash flow
generated from operations and borrowings available under the
revolving credit facility not be adequate to provide for its
working capital and debt service needs, the Company will attempt
to make other arrangements to provide needed liquidity. While
the Company is pursuing other arrangements, no assurance can be
given that such sources of capital will be sufficient.

The Company maintains a $17.5 million secured revolving line of
credit facility entered into on January 31, 2002, as amended.
Outstanding letters of credit reduced the availability under the
line of credit in the amount of $2.6 million at January 3, 2003
and $1.8 million at March 29, 2002. Under this agreement, the
Company is required to maintain certain financial ratios and
other financial conditions. In addition, there are restrictions
on the incurrence of additional indebtedness, disposition of
assets and transactions with affiliates. At July 19, 2002 and
at October 11, 2002, the Company had not maintained minimum
consolidated EBITDA levels and had not provided timely reporting
as required by the Amended and Restated Credit Agreement. The
Company's lender approved waivers to the Amended and Restated
Credit Agreement for financial results for the quarter ended
October 11, 2002. The Company's noncompliance with the required
consolidated EBITDA levels continued as of January 3, 2003. In
February 2003, the Amended and Restated Credit Agreement was
further amended, among other things, to revise the financial
covenants for the quarters ended January 3 and March 28, 2003
and to shorten the maturity of the line of credit to July 31,
2003. The Company is in compliance with the agreement, as
amended.

The Company intends to extend and further amend this agreement
prior to the maturity date, but no assurance can be given that
the Company will be successful in doing so. Should the Company
be unsuccessful in amending this agreement, the Company would be
in default of the agreement, unless alternative financing could
be obtained, and would not have sufficient funds to meet
operating obligations.


CMS ENERGY: Bank Group Extends Credit Maturity to June 30, 2003
---------------------------------------------------------------
CMS Energy (NYSE: CMS) received approval from a consortium of
banks to extend the maturity date of a revolving credit facility
from March 31, 2003 to the earlier of June 30, 2003 or the
closing date of the sale of CMS Panhandle Companies.  The credit
facility had an original obligation of $295.8 million, of which
$172 million has been paid down.

CMS Energy Corporation is an integrated energy company, which
has as its primary business operations an electric and natural
gas utility, natural gas pipeline systems, and independent power
generation.

For more information on CMS Energy, please visit our web site  
at: http://www.cmsenergy.com/

As previously reported, ratings for CMS Energy by Fitch are:
Senior unsecured debt 'B+'; Preferred stock/trust preferred
securities 'CCC+'. Outlook is negative.

Debttraders reports that CMS Energy Corp.'s 9.875% bonds due
2007 (CMS07USR1) are trading at 88 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=CMS07USR1for  
real-time bond pricing.


COPYTELE INC: Nasdaq to Delist Shares Today, Will Trade on OTCBB
----------------------------------------------------------------
CopyTele, Inc. (Nasdaq:COPY) announced that it had been informed
by The Nasdaq Stock Market that CopyTele's common stock will be
delisted from The Nasdaq SmallCap Market effective at the
opening of business on Thursday, March 27, 2003, as a result of
CopyTele's non-compliance with the $1 per share minimum bid
price and the minimum stockholders' equity continued listing
requirements.

CopyTele's securities will be immediately eligible for quotation
on the OTC Bulletin Board effective at the opening of business
on March 27, 2003. The OTC Bulletin Board symbol assigned to
CopyTele is COPY.

CopyTele's principal operations include the development of a
full-color flat panel video display and the development,
production and marketing of multi-functional encryption products
that provide information security for domestic and international
users over virtually every communications media. In the
encryption area, we have developed and are marketing a broad
line of hardware and software based high-grade information
security products to accommodate cellular, satellite, digital
and ordinary telephone lines for voice, fax and data encryption.
These products are being marketed through a worldwide network of
dealers and distributors. For additional information, visit
CopyTele's Web site at http://www.copytele.com.

                             *****

As reported in the Troubled Company Reporter's February 19, 2003
edition, the auditor's report on CopyTele's financial statements
as of October 31, 2002 states that the net loss incurred during
the year ended October 31, 2002, the Company's accumulated
deficit as of that date, and other factors raise substantial
doubt about CopyTele's ability to continue as a going concern.

Based on reductions in operating expenses that have been made
and additional reductions that may be implemented, if necessary,
management believes that existing cash and accounts receivable,
together with cash flows from expected sales of encryption
products and flat panel displays, and other potential sources of
cash flows, will be sufficient to enable CopyTele to continue in
operation until at least the end of the first quarter of fiscal
2004. It is anticipated by CopyTele management that, thereafter,
the Company will require additional funds to continue marketing,
production, and research and development activities, and will
require outside funding if cash generated from operations is
insufficient to satisfy liquidity requirements. However,
projections of future cash needs and cash flows may differ from
actual results. If current cash and cash that may be generated
from operations are insufficient to satisfy liquidity
requirements, the Company indicates that it may seek to sell
debt or equity securities or to obtain a line of credit. The
sale of additional equity securities or convertible debt could
result in dilution to stockholders. CopyTele is cognizant that
it can give no assurance that it will be able to generate
adequate funds from operations, that funds will be available to
it from debt or equity financings or that, if available, the
Company will be able to obtain such funds on favorable terms and
conditions. CopyTele currently has no arrangements with respect
to additional financing.


COVANTA: Seeks Approval of Parties' Compromise re Power Purchase
----------------------------------------------------------------
The Covanta Energy Corporation Debtors ask the Court to approve
a compromise between Covanta Stanislaus, Inc., the County of
Stanislaus, California, the City of Modesto, California, and
Pacific Gas & Electric Company.

Vincent E. Lazar, Esq., at Jenner & Block, LLC, in Chicago,
Illinois, relates that Covanta Stanislaus manages and operates a
22-MW waste-to-energy facility the County of Modesto and the
County of Stanislaus owned.  The facility is located in
Stanislaus County.

Pursuant to a Power Purchase Agreement for Long-Term Energy and
Capacity by and between Covanta Stanislaus and Pacific Gas,
dated August 20, 1985, Covanta Stanislaus agreed to sell and
Pacific Gas agreed to pay for electric capacity, and to purchase
electric energy generated by, Covanta Stanislaus at the
Stanislaus Facility through and including December 31, 2009.  
The County of Stanislaus and the County of Modesto are entitled
to receive the benefit of a certain percentage of monies Pacific
Gas paid to Covanta Stanislaus.

Mr. Lazar continues that the Agreement requires Covanta
Stanislaus to provide a specified amount of electricity to
Pacific Gas at certain times of the year and allows it to "put"
power to Pacific Gas at other times.  In consideration for the
annual commitment to deliver electricity and the actual
deliveries thereof, Covanta Stanislaus is entitled to a package
of compensation from Pacific Gas  at other times.  In
consideration for the annual commitment to deliver electricity
and the actual deliveries thereof, Covanta Stanislaus is
entitled to a package of compensation from Pacific Gas
consisting generally of a "capacity" payment and an "energy"
payment.  The capacity payment is set at a stipulated amount in
the Agreement. On the other hand, the energy payment is
currently set at Pacific Gas' "Short Run Avoided Cost" as that
rate is set by the California Public Utilities Commission from
time to time.

In 1997, Mr. Lazar provides that a dispute arose as to the
amount of money due and payable under the terms of the
Agreement.  The parties disagreed as to when, under the
Agreement, Pacific Gas was to commence paying Covanta Stanislaus
at the Short Run Avoided Cost rate.

Consequently, on October 31, 1997, the County of Stanislaus and
the County of Modesto filed a Complaint for Declaratory Relief
against Pacific Gas and Covanta Stanislaus in the Superior Court
for the County of Stanislaus.  On March 9, 1998, the matter was
ordered transferred to and added to a Coordinated Proceeding
pending in the Superior Court for the City and County of San
Francisco entitled "In Re Power Purchase Agreement Cases,
Judicial Counsel Coordinated Proceeding No. 3241."

On May 22, 1998, Pacific Gas filed a Cross-Complaint in the
Judicial Counsel Coordinated Proceeding against Covanta
Stanislaus.  To this date, the Cross-Complaint is still pending.

On July 21, 1998, Judge Thomas J. Mellon, Jr., of the San
Francisco Superior Court issued an order sustaining Pacific Gas'
Demurrer to the First Amended Complaint of the County of
Stanislaus and the County of Modesto without leave to amend,
holding that the County of Stanislaus and the County of Modesto
had no standing to bring the complaint.  On September 14, 1998,
Judge Mellon signed an Order of Dismissal and Judgment thereon
in Pacific Gas' favor as to the First Amended Complaint of the
two Counties.  On November 12, 1998, the two Counties filed a
Notice of Appeal, which is still pending in the Court of Appeal
of the State of California, First Appellate District.

Mr. Lazar informs Judge Blackshear that from January 2001
through April 2001, Pacific Gas failed to pay to Covanta
Stanislaus $7,794,659 -- the Prepetition Payable.

After Pacific Gas filed for Chapter 11 protection, Pacific Gas
and Covanta Stanislaus entered into an agreement modifying the
Agreement, which, among other things, required Pacific Gas to
compensate Covanta Stanislaus for electrical energy and capacity
at a fixed rate for five years.  The Amendment also provides for
Pacific Gas' assumption of the Agreement.  However, Mr. Lazar
points out, the Amendment deferred the payment of the $7.794.659
"cure" amount until the confirmation of Pacific Gas' plan of
reorganization.  In addition, the Amendment did not resolve the
Action, the Cross-Complaint or the Appeal.

Accordingly, the Parties decided to resolve all disputes and
claims, including those arising our of and relating to the
Action, the Cross-Complaint, and the Appeal through a settlement
agreement.  The Settlement Agreement provides:

    (i) the voluntary dismissal with prejudice of the Appeal by
        the County of Stanislaus and the County of Modesto
        without further delay;

   (ii) Pacific Gas' express agreement that the Order sustaining
        the Demurrer of Pacific Gas to the First Amended
        Complaint and the Judgment of the Trial Court thereon,
        upon which the Appeal is based, will have not any issue
        preclusive effect on the issue of the standing of the
        two Counties to assert any future claims relating to the
        Agreements;

  (iii) Pacific Gas' dismissal with prejudice of the Cross-
        Complaint without further delay;

   (iv) the Parties' waiver of any and all claims for attorneys'
        fees and costs as to another relating to the Action, the
        Appeal, the Cross-Complaint, or any other aspects of the
        Judicial Counsel Coordinated Proceeding; and

    (v) Pacific Gas' payment of the cure amount to Covanta
        Stanislaus in full, with interest at the rate of 5% per
        annum, according to this payment schedule:

        -- payment of all accrued interest due to the total
           amount of Prepetition Payables without further delay;
           and

        -- payment of the outstanding principal balance of the
           Prepetition Payables in six equal monthly
           installments on the last Pacific Gas business day of
           each month commencing in the first month after the
           Court approval of the Settlement, and continuing at
           the end of each month thereafter until paid in full
           or, if not yet paid in full upon the confirmation of
           a plan in Pacific Gas' bankruptcy case, payment in
           full of the outstanding Prepetition Payable and all
           interest accrued thereon on the effective date of
           Pacific Gas' plan.

Mr. Lazar asserts that the Parties' compromise is warranted
because:

    (a) it will permit the payment of all prepetition amounts
        Pacific Gas owed to Covanta Stanislaus, other than the
        amounts related to claims identified in the Action and
        the Cross-Complaint;

    (b) without the settlement, the only option would be the
        continuation of the Appeal and the Cross-Complaint,
        which litigation would be protracted, expensive,
        wasteful, and ultimately distracting to the Debtors and
        their professionals in their efforts to reorganize the
        Debtors' businesses; and

    (c) while the Debtors believe that they might prevail in the
        litigation, similar claims against Pacific Gas asserted
        by other qualified facilities in the Judicial Counsel
        Coordinated Proceeding already have been dismissed or
        judgment has been rendered in Pacific Gas' favor.
        (Covanta Bankruptcy News, Issue No. 25; Bankruptcy
        Creditors' Service, Inc., 609/392-0900)   


DDI CORP: Senior Lenders Agree to Forbear Until March 31, 2003
--------------------------------------------------------------
DDi Corp. (Nasdaq: DDIC), a leading provider of time-critical,
technologically advanced interconnect services for the
electronics industry, announced that the Company's senior
lenders have agreed to extend the forbearance agreement, which
was previously entered into by the parties on February 26, 2003
and expired last Tuesday. The agreement was extended until
March 31, 2003 to provide the Company additional time to
continue to negotiate a mutually agreeable financial
restructuring with its senior lenders, convertible noteholders
and other stakeholders.

The Company believes it has made substantial progress in
discussions with its senior lenders, convertible noteholders and
other stakeholders with regard to a restructuring of its debt.  
A significant portion of DDi's convertible noteholders have
formed an ad hoc committee and, in conjunction with their
financial advisor, are in discussions with DDi regarding a
restructuring of the convertible notes.  DDi believes that it
has also made substantial progress in its negotiations with its
senior lenders to restructure its U.S. senior credit facility in
order to provide the Company with a sustainable and flexible
long-term credit facility that will allow the Company to
implement its business plan.

"We appreciate the continued cooperation and support of our
senior lenders as we proceed with our restructuring and look
forward to quickly concluding discussions with our noteholders,"
said Bruce McMaster, Chief Executive Officer of DDi.

McMaster continued, "With regard to recent financial
performance, we are encouraged by the improvement in PCB
revenues this quarter compared to last quarter, driven by both
volume of shipments and improved margins. We are also grateful
for our customers' continued loyalty.  Additionally, in the
month of March 2003, we have achieved a book to bill ratio of
greater than one.  The improvement in PCB revenues, coupled with
the impact of cost saving initiatives taken in the fourth
quarter of 2002, is expected to maximize cash flow from
operations.  While we are experiencing a decline in assembly
bookings compared to the fourth quarter of 2002 (as
anticipated), the impact of that decline on our bottom line has
been mitigated by the company's cost-cutting measures initiated
in early January 2003."

DDi is a leading provider of time-critical, technologically
advanced, electronics manufacturing services.  Headquartered in
Anaheim, California, Ddi and its subsidiaries, with fabrication
and assembly facilities located across North America and in
England, service approximately 2,000 customers worldwide.


DIRECTV LATIN AMERICA: Turning to Mayer Brown for Advice
--------------------------------------------------------
DirecTV Latin America, LLC seeks the Court's authority to employ
Mayer, Brown, Rowe & Maw as its bankruptcy counsel, effective as
of March 18, 2003, pursuant to Section 327(a) of the Bankruptcy
Code.

Craig D. Abolt, DLA's Chief Financial Officer, relates that
Mayer is well-qualified to represent DirecTV because:

    -- Mayer has extensive experience and knowledge in the field
       of Chapter 11 reorganization; and

    -- Mayer has been advising DirecTV with respect to its
       restructuring alternatives since August 2002, making it
       uniquely familiar with DirecTV's business and affairs and
       many of the potential legal issues, which may arise in
       the context of this Chapter 11 case.

Mr. Abolt relates that DirecTV is also employing Young Conaway
Stargatt & Taylor LLP as local bankruptcy co-counsel.  Mr. Abolt
informs Judge Walsh that the two professionals have discussed
the division of responsibilities between the firms regarding
this engagement and will coordinate their efforts in the most
efficient and cost-effective manner possible.  DirecTV believes
that the services Mayer will provide will compliment rather than
duplicate the services Young Conaway will provide.

As DirecTV's counsel, Lawrence K. Snider, Esq., a partner in
Mayer, Brown, Rowe & Maw, relates that Mayer will provide these
services:

    (a) advising and representing DirecTV with respect to its
        rights and duties as debtor-in-possession in this
        Chapter 11 case;

    (b) advising DirecTV with respect to legal issues relating
        to confirmation and implementation of a plan of
        reorganization and all matters related thereto;

    (c) advising DirecTV with the development, negotiation and
        implementation of an alternative restructuring or
        similar transaction in the event that a plan of
        reorganization is not confirmed or must be withdrawn,
        including, participation as a representative of DirecTV
        in negotiations with creditors and other parties;

    (d) assisting DirecTV in evaluating, negotiating and
        documenting mergers, acquisitions, stock sales, asset
        sales and other major corporate transactions as may be
        proposed during the course of this Chapter 11 case;

    (e) evaluating, preparing and documenting proposals to
        creditors, employees, shareholders and other parties-in-
        interest in connection with this Chapter 11 case;

    (f) assisting DirecTV's management with presentations made
        regarding this Chapter 11 case;

    (g) advising DirecTV with respect to matters of general
        corporate, corporate, finance, real estate and
        intellectual property law as the advise relates to this
        Chapter 11 case;

    (h) representing DirecTV in its litigation matters,
        including any litigation arising from this Chapter 11
        case, including assisting DirecTV with respect to the
        evaluation of claims filed against DirecTV's estate and
        resolution of disputes with respect to the claims; and

    (i) performing any and all other legal services that may be
        required from time to time, including court appearances,
        as are in the interests of DirecTV's estate.

Subject to a Court approval and in accordance with Section
330(a) of the Bankruptcy Code, Mayer will be compensated for
legal service on an hourly basis and be reimbursed from the
Debtor's estate for its actual, necessary expenses and other
charges it will incur.  The principal attorneys and paralegal
presently designated to represent DirecTV are:

    Professional               Position       Hourly Rate
    ------------               --------       -----------
    Lawrence K. Snider         partner            $640
    Stuart M. Rozen            partner             575
    John F. Lawlor             partner             410
    Alex P. Montz              associate           375
    Sean Scott                 associate           300
    Andrew Connor              paralegal           170

Mr. Snider notes that Mayer received a $325,000 retainer as
advance payment of certain of its services in preparation of
this Chapter 11 case.  The Retainer will be applied to pre-
petition billings and any balance will be held to be applied
against post-petition fees and expenses.  During the one year
period prior to the Petition Date, Mayer received payments from
DirecTV totaling $413,000 for professional services rendered and
expenses incurred.

Mr. Snider reports that Mayer has reviewed its database and
related conflicts systems to learn of any conflict of interest
in its representation.

Mr. Snyder assures the Court that his Firm does not represent or
hold any interest adverse to DirecTV or its estate with respect
to the matters on which it is to be employed.  Mr. Snyder says
that Mayer has no present connection with any of DirecTV's
creditors or other significant parties-in-interest in connection
with these cases or the U.S. Trustee in these cased, or any
person employed in the Office of the U.S. Trustee for the
District of Delaware.  Mr. Snyder discloses that Mayer has
represented certain of DirecTV's creditors and other parties-in-
interest on matters that are completely unrelated to this
Chapter 11 case and account for a de minimis portion of Mayer's
2002 annual revenues.  Mayer will not represent any of those
entities in connection with this Chapter 11 case.  Should it be
apparent that Mayer's representation of DirecTV in any specific
manner in this Case conflict with its past or present
representation of the creditor or party-in-interest, Young
Conaway will handle the matter. (DirecTV Latin America
Bankruptcy News, Issue No. 2; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


ENRON CORP: Judge Gonzalez Okays Rule 2004 Exam on Foster, et al
----------------------------------------------------------------
Since his appointment, Enron Corporation Examiner, Neal Batson,
and his professionals have had numerous meetings with the
Debtors and their counsel, counsel to the Official Committee of
Unsecured Creditors, and to a lesser extent, individual
creditors and their counsel.  In addition, the Examiner and his
professionals are reviewing and are continuing to analyze
thousands of documents relevant to his investigation.  
Furthermore, the Examiner has received, and continues to
receive, thousands of documents pursuant to his previous Rule
2004 subpoenas.

However, Dennis J. Connolly, Esq., at Alston & Bird LLP, in
Atlanta, Georgia, informs the Court that it is necessary and
appropriate to review the documents in the possession of
creditors and other third parties.  The Examiner has determined
that many parties are likely to have documents or other
materials containing substantial information necessary for this
examination, and that those items are not available to the
Examiner without resort to discovery mechanisms.

Given the number of parties from whom the Examiner is seeking
materials, and the scope of materials sought, Mr. Connolly
relates that it would not be productive or efficient to engage
in a party-by-party effort to obtain materials informally.  
Instead, the Examiner has determined to utilize Rule 2004 of the
Federal Rules of Bankruptcy Procedure to collect the required
information.

Mr. Connolly tells Judge Gonzalez that based on the documents
provided to the Examiner, it is clear that these parties may
have information that is relevant to the act, conduct or
property of the Debtors' estates or to the liabilities and
financial condition of the Debtors or which may affect the
administration of the Debtors' bankruptcy cases:

    -- Foster, Pepper & Sheferman
    -- Virginia Electric & Power Company
    -- General Electric Company
    -- General Electric International, Inc.
    -- Al Rajhi Investment Corp., B.V.
    -- EMP ECHO, LLC
    -- Allegro Capital Management, Inc.
    -- Red Rock Management Company, LLC
    -- Man Group Finance Limited

Accordingly, the Examiner seeks the Court's authority conduct an
examination of the nine Examinees, by compelling them to
produce, in response to subpoenas that would be issued by this
Court documents and other information to be sought.  The
Examiner also seeks an authority to take oral examinations of
the Examinees.

If approved, the Examiner proposes to follow these procedures:

A. Upon Court approval, the Examiner will immediately serve the
   subpoenas to the nine Examinees.  The subpoenas will be
   issued from this Court, and will require the parties to
   produce all responsive documents within 20 days of service of
   their respective subpoenas, subject to any documents withheld
   under a claim of privilege;

B. The Examinees will produce all responsive documents at the
   offices of Alston & Bird LLP, counsel to the Examiner,
   located at 90 Park Avenue, New York, New York 10016, unless
   otherwise agreed to by the Examiner; and

C. The Examinees will provide the Examiner with a privilege log
   in accordance with Rule 7026 of the Federal Rules of
   Bankruptcy Procedure within 30 days of the service of a
   subpoena.

According to Mr. Connolly, the Court should grant the request
because:

     (a) the Examiner is attempting to determine the scope of
         the matters concerning the Debtors' SPEs and related
         prepetition transactions, and who was involved in those
         transactions and to what extent;

     (b) absent the relief, the Examiner will not able to
         fulfill his duties, despite the cooperation of the
         Debtors, the Committee and certain other parties, as
         those parties simply do not have all relevant materials
         and information necessary to complete the examination;
         and

     (c) the procedures to be employed by the Examiner are
         appropriate, given that:

         -- they are consistent with Bankruptcy Rule 2004
            examinations the Court previously authorized;

         -- Rule 2004 gives the Examiner scope to investigate
            which is broader than that of civil discovery under
            Rule 26; and

         -- any efforts to squash a subpoena or other requests
            under Rule 30(b)96) of the Federal Rules of Civil
            Procedure issued to a Third Rule 2004 Examinee would
            be, under the law of this District, "treated as a
            motion limiting the scope of the Rule 2004
            examination."

                         *     *     *

Judge Gonzalez approves the Motion in all respects. (Enron
Bankruptcy News, Issue No. 60; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


EXTREME NETWORKS: Board Endorses Voluntary Stock Option Exchange
----------------------------------------------------------------
Extreme Networks, Inc. (Nasdaq: EXTR), announced that its Board
of Directors has approved a voluntary stock option exchange
program for eligible option holders.

Under the program, employees holding eligible options who elect
to participate will have the opportunity to tender for
cancellation outstanding options in exchange for new options to
be granted on a future date that is at least six months and one
day after the date of cancellation.  Executive officers of
Extreme Networks, sales executives of Extreme Networks who
report directly to the Company's Vice President, Worldwide
Sales, and members of Extreme Networks' Board of Directors are
not eligible to participate in the program.

For each option for five shares tendered for cancellation, a new
option for three shares will be granted to employees who elect
to participate in the option exchange program.  The new options
will have an exercise price equal to the fair market value of
our common stock on the new grant date.  The new options will
have different vesting schedules and vesting commencement dates
from the options they replace.

If each outstanding eligible stock option is exchanged, Extreme
Networks would expect to cancel approximately 11,400,000 options
and would expect in the future to grant replacement options to
purchase approximately 6,850,000 shares of our common stock.

Extreme Networks delivers the most effective applications and
services infrastructure by creating networks that are faster,
simpler and more cost-effective.  Headquartered in Santa Clara,
Calif., Extreme Networks markets its network switching solutions
in more than 50 countries.  For more information, visit
http://www.extremenetworks.com.

                              *   *   *

As reported in Troubled Company Reporter's December 26, 2002
edition, Standard & Poor's assigned its 'B' corporate credit
rating and stable outlook to Extreme Networks Inc. At the same
time, Standard & Poor's assigned its 'CCC+' rating to the
company's $200 million 3.5% convertible subordinated notes due
2006.


FEDERAL-MOGUL: Bank Mendez Netting Agreement Obtains Court Nod
--------------------------------------------------------------
Federal-Mogul Corporation and its debtor-affiliates gets Court
approval to enter into an intercompany trade accounts netting
arrangement with Bank Mendes Gans, NV, which the Debtors and
their non-debtor affiliates will use to net out and settle
intercompany trade account balances on a monthly basis.

Pursuant to the terms of a Global Multilateral Netting
Arrangement:

   (a) the Debtors and their non-debtor affiliates will report
       their intercompany trade payables, which are due for
       payment based on uniform intercompany payment terms --
       which the Debtors intend to be 90 days -- during a given
       month to Bank Mendes Gans;

   (b) Bank Mendes Gans will then offset those payments against
       one another by calculating the differential between all
       the payments and receipts in a common currency -- U.S.
       dollars;

   (c) the offsetting of intercompany trade payables and
       receivables for each entity will result in one net
       settlement payment or one net settlement receipt for each
       entity for the month;

   (d) on a prefixed settlement date, each Debtor and non-debtor
       affiliate that owes amounts to other Debtors or non-
       debtor affiliates on a net basis would pay the balance
       owed into a netting account at Bank Mendes Gans in U.S.
       dollars, or into accounts in other currencies that are
       maintained by Bank Mendes Gans at correspondent banks;
       and

   (e) Bank Mendes Gans will then disburse the amounts to those
       Debtors and their non-Debtor affiliates that are owed
       money on a net basis after having received the funds
       owed by the net-paying entities.

The Debtors note that the cost of the netting arrangement
is minimal. Bank Mendes Gans will charge the Debtors $30,000 as
annual cost for its services.  The Debtors expect that the
amount will be more than fully offset by the reduced internal
information technology costs and treasury costs.  The Debtors
estimate that implementing the netting arrangement will free up
several days of time per month among their internal Treasury
staff, as well as reducing the amount of internal auditing
resources that must be devoted to overseeing the arrangement.

The Debtors indicate that they will benefit from a simplified
and more efficient method for tracking and processing
intercompany payables and receivables.  The Debtors and their
non-debtor affiliates form an integrated global business
enterprise that engages in up to $75,000,000 in intercompany
trade transactions per month.  After the amounts between
entities are netted against one another, $25,000,000 could be
transferred among the Debtors and their non-debtor affiliates,
in the ordinary course of their business, during any given
month.  The Debtors point out that Bank Mendes Gans specializes
in developing intercompany accounting systems similar to the
netting arrangement, and its personnel have considerable
experience with those arrangements. Bank Mendes Gans also
possesses technological capacity to implement and track the
netting arrangements that is significantly beyond the Debtors'
in-house technology with respect to those matters.
(Federal-Mogul Bankruptcy News, Issue No. 34; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


FLEMING COMPANIES: Settles Bankruptcy Claims Dispute with Kmart
---------------------------------------------------------------
Fleming Companies, Inc. (NYSE: FLM) announced that the company
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. 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.

                         About Fleming

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 our
Web site at http://www.fleming.com


FOAMEX INTERNATIONAL: FY 2002 Net Loss Balloons to $9.7 Million
---------------------------------------------------------------
Foamex International Inc. (NASDAQ: FMXI), the leading
manufacturer of flexible polyurethane and advanced polymer foam
products in North America, today announced its 2002 fourth
quarter and full-year financial results.

                Fourth Quarter 2002 Results

Sales

Net sales for the fourth quarter were $327.3 million, up 5% from
$310.6 million in the fourth quarter of 2001 primarily due to
increased Automotive Products net sales partially offset by
lower net sales in the Foam Products segment. Gross profit was
$27.7 million in 2002, compared to $41.6 million in the fourth
quarter of 2001. The decrease in gross profit primarily reflects
significant increases in the cost of raw materials that were not
fully recovered through selling price increases. Gross profit as
a percentage of sales in the quarter decreased to 8.5% from
13.4% in the 2001 quarter.

Earnings

Foamex had a net loss for the fourth quarter of $16.4 million,
or $0.67 per diluted share, versus a net loss of $29.4 million,
or $1.24 per diluted share, in the fourth quarter of 2001.

The loss from operations was $7.8 million for the 2002 fourth
quarter, compared to a loss from operations of $15.1 million in
the fourth quarter of 2001. Operating results in the quarter
were negatively impacted by lower gross profit and higher
selling, general and administrative expenses as compared to the
fourth quarter of 2001. Restructuring, impairment and other
charges were $10.0 million in the 2002 quarter as compared to
charges of $35.9 million in the fourth quarter of 2001

Interest and debt issuance expense for the 2002 quarter was
$18.5 million, compared to $14.1 million for the 2001 quarter.
The Company was in compliance with its financial covenants at
year-end.

Profit Enhancement Initiatives Update

During the fourth quarter the Company implemented several
initiatives to restore profitability, including customer price
increases, a comprehensive cost reduction program and the
rationalization of unprofitable accounts. The fourth quarter
2002 cost reduction program resulted in restructuring,
impairment and other charges of $10.0 million, which included a
reduction of its executive and management staff, the closure of
six operations and a non-cash impairment charge of $2.5 million.

Thomas Chorman, President and Chief Executive Officer of Foamex
said: "While we continue to face an extremely challenging
business environment, we have taken aggressive steps to return
the Company to profitability, including raising our selling
prices in response to continuing raw material cost increases,
successfully implementing on-going cost savings initiatives and
improving operating efficiencies. In addition, we continue to
manage our liquidity by controlling capital expenditures and
working capital."

Outlook

Chorman continued, "Our major chemical suppliers have informed
us that they are implementing additional price increases of
approximately 10% to 12%, effective April 1, 2003. As in
November, we are aggressively pursuing the necessary steps to
recover any costs associated with these increases. Therefore, we
have notified our customers that Foamex will be increasing its
prices during April 2003. Looking toward first quarter results,
shipments have remained strong, and we expect to be in
compliance with our covenants for the quarter."

                         2002 Results

Sales

Net sales for 2002 were $1.328 billion, up 6% from $1.253
billion in 2001 as higher sales in Automotive and Technical
Products segments were partially offset by lower sales in the
Foam Products segment. Gross profit was $141.4 million, or 10.6%
of sales, compared to $180.1 million, or 14.4% of sales, in 2001
due primarily to lower gross profit in the Foam Products
segment, driven essentially by the approximately 35% increase in
chemical costs initiated by our major suppliers in 2002.

Earnings

Income from operations was $41.9 million for 2002, compared to
$63.5 million in 2001 due to lower gross margins attributable to
the increase in raw material costs and higher operating,
selling, general and administrative expenses. The current year
included $4.8 million of restructuring, impairment and other
charges compared to $36.1 million of such charges in 2001.

Interest and debt issuance expense for 2002 was $66.6 million,
compared to $63.2 million in 2001. The increase is primarily due
to higher amortization of debt issuance costs.

Net loss for 2002 was $9.7 million, or $0.37 per diluted share,
compared to a net loss of $5.6 million, or $0.24 per diluted
share, in 2001.

                 Business Segment Performance

Foam Products

Foam Products net sales for the fourth quarter of 2002 were
$112.6 million, down 4% from the fourth quarter of 2001. Income
from operations for the fourth quarter of 2002 was $0.9 million,
as compared to income from operations of $13.7 million in the
fourth quarter of 2001. This reduction was principally due to
lower net sales and increased chemical and operating costs.

For the year 2002, Foam Products sales were $471.0 million, down
6% from $499.7 million in 2001, primarily as a result of a
reduction in business from a major bedding manufacturer. Income
from operations decreased to $23.9 million in 2002 from $66.3
million in 2001 primarily as a result of the lower net sales and
increased chemical and operating costs.

Automotive Products

Automotive Products net sales for the fourth quarter of 2002
were $118.4 million, up 22% from the same period a year ago on
higher volumes. Income from operations for the fourth quarter of
2002 was $3.7 million, flat compared to the same period in 2001
as the contribution from incremental sales was offset by higher
raw material costs.

For the year 2002, Automotive Products had net sales of $466.7
million, representing a 24% increase from net sales of $377.8
million in 2001, reflecting a continued high build rate for new
cars. Income from operations in 2002 increased to $25.3 million
from $21.2 million in 2001.

Carpet Cushion Products

Carpet Cushion Products net sales for the fourth quarter were
$59.7 million, up 2% from the fourth quarter of 2001. Loss from
operations was $3.6 million in the fourth quarter of 2002,
compared to a loss from operations of $1.5 million in the same
period in 2001. The increase in loss from operations is
primarily due to higher raw material and operating costs,
partially offset by selling price increases.

For the year 2002, Carpet Cushion Products sales were $234.0
million, as compared to $231.0 million in 2001, despite the loss
of one large retail customer, which exited the carpet business
early in 2002. This segment had a loss from operations of $12.5
million in 2002, compared to a $6.8 million loss in 2001, as
margins were negatively impacted by higher raw material costs
that were not fully recovered by selling price increases.

Technical Products

Net sales for Technical Products in the fourth quarter were
$29.2 million, compared to net sales of $29.4 million in the
fourth quarter of 2001. Despite higher raw material costs,
income from operations for the fourth quarter of 2002 was $4.1
million, compared to $4.4 million in the fourth quarter of 2001.

For the year 2002, net sales for Technical Products increased
12% to $124.1 million from $111.0 million in 2001 due to
increased volume and improved selling prices. Income from
operations in 2002 decreased to $20.3 million, from $22.9
million in 2001, as the improved selling prices were offset by
higher raw material costs and one-time charges related to the
termination of an initial public offering.

                 Amended Quarterly Filings

The Company is filing amended quarterly reports for the second
and third quarters of 2002. The amendments adjust the allocation
of income taxes between income from continuing operations and
extraordinary items in the second quarter by $1.6 million and
increase the amount of the Company's goodwill accounting change
by $3.8 million. These adjustments have no impact on net income
or earnings per share in either the second or third quarter of
2002. For the three quarters ended September 29, 2002 the
goodwill adjustment reduced net income from $10.5 million ($0.40
per diluted share) to $6.7 million ($0.25 per diluted share).

                      Annual Meeting

Foamex will hold its annual meeting May 23, 2003.

              About Foamex International Inc.

Foamex, headquartered in Linwood, PA, is the world's leading
producer of comfort cushioning for bedding, furniture, carpet
cushion and automotive markets. The Company also manufactures
high-performance polymers for diverse applications in the
industrial, aerospace, defense, electronics and computer
industries. For more information visit the Foamex web site at
http://www.foamex.com.


FOSTER WHEELER: Shareholders' Deficit Tops $781M as of Dec. 2002
----------------------------------------------------------------
Foster Wheeler Ltd. (NYSE: FWC) reported results for the fourth
quarter 2002 and the year.

Results for both periods were dominated by restructuring and
special charges. Revenues for the fourth quarter 2002 totaled
$995.4 million. The company reported a net loss of $112.1
million, or $2.73 per share diluted, including pre-tax special
charges of $124.5 million. Approximately $90 million of the
special charges were non-cash. Excluding all special charges,
net income for the quarter was $5.4 million, or $0.13 per share
diluted. These results compare to revenues of $1,034.9 million
in the year-ago quarter, and a net loss of $343.1 million, or
$8.39 per share diluted, including special pre-tax charges of
$240.1 million. Excluding the charges, the net income for the
fourth quarter 2001 was $10.3 million, or $0.25 per share
diluted.

"During 2002, we made significant progress with the
restructuring of Foster Wheeler. My management team inherited
judgements and estimates that were more optimistic than the ones
we've chosen to use. We've established a set of accounts and
adopted an approach to financial management that has resulted in
a credible base from which to plan and manage performance. This
process, however, led to a host of special charges that were
predominantly non-cash. We believe we have dealt with the root
causes of these issues by increasing the rigor of our financial
and project controls, improving our contracting standards, and
establishing a strong management team, both at the corporate
level and in each of the company's operations. We have reduced
over $40 million from our cost structure worldwide and through
our focus on the generation of cash, we have delivered our
strongest year-end cash position in 15 years," said Raymond J.
Milchovich, chairman, president and chief executive officer.

"The progress achieved operationally in 2002 has built the
foundation for a solid operating plan in 2003. We expect to
generate operating EBITDA in 2003 that would be approximately 30
percent higher than we have achieved over the last three years.
Through the first two months, we are tracking consistent with
the plan, suggesting that our initiatives are beginning to yield
results. As we move forward in 2003, a key goal will be to
reduce debt and improve the company's balance sheet."

Cash balances worldwide at year-end were $429 million, compared
to $224 million at year-end 2001. As of December 27, 2002, the
company's indebtedness was $1.1 billion, compared to $1.0
billion at year-end 2001. During the third quarter of 2002, the
company replaced the off-balance sheet financing related to the
company's corporate headquarters building with an on-balance
sheet facility. In the fourth quarter 2002, the company entered
into a capital lease for an office building in Finland. These
items accounted for the increase in debt.

As of December 27, 2002, Foster Wheeler Ltd. is insolvent with a
total shareholders' equity deficit of $780,939,000. It also
posted total current assets of $1,396,407,000 against total
current liabilities of $1,540,623,000.

Cash flows generated from operations in 2002 were $160.4
million, compared to cash outflows of $88.7 million during 2001,
an improvement of $249.1 million. In addition, the company sold
substantially all of the business of Foster Wheeler
Environmental Corporation in March 2003 and received cash
proceeds of $80 million. During 2003, the company expects to
receive an additional $57 million in capital recovery proceeds
from a government project, which was not included in the sale.

For the year ended December 27, 2002, revenues were $3.6
billion, a 6 percent increase over $3.4 billion in 2001. The
increase is attributable primarily to increased activity in the
company's European operations. Foster Wheeler's net loss for the
year was $525.2 million, or $12.82 per share diluted, including
pre-tax special charges of $545.9 million. In 2001, the company
reported a net loss of $336.4 million, or $8.23 per share
diluted, including pre-tax special charges of $254.3 million.

            Bookings and Segment Performance

New orders booked during the fourth quarter 2002 were $567.6
million compared to $1,101.8 million in the fourth quarter of
last year. The company's backlog was $5.4 billion, compared to
$6.0 billion at year-end 2001.

Fourth-quarter revenues for the Engineering and Construction
Group (E&C) were $583.7 million, compared to $582.6 million
during the year-ago quarter. New bookings for the quarter were
$306.0 million, compared to $889.2 million in the fourth quarter
of 2001. The Group's backlog was $4.0 billion compared to $4.5
billion at year-end 2001. Excluding the effect of special
charges in both periods, earnings before interest, taxes,
depreciation and amortization (EBITDA) were $24.6 million this
quarter, compared to $17.0 million for the same period last
year. The increase was due to improved results in the UK
engineering and construction operations.

For the year, E&C bookings were $1.7 billion, down from $2.6
billion in 2001. Revenues for 2002 were $2,027.5 million, up 4
percent compared to $1,944.0 million last year. Excluding the
effect of special charges in both periods, EBITDA of $86.7
million for the year was essentially flat with $85.6 million
last year.

Energy Group revenues for the quarter were $421.7 million, up 5
percent compared to $402.6 million in the same quarter of 2001.
New bookings during the fourth quarter were $264.8 million, up
30 percent, compared to $203.8 million in the year-ago quarter.
The increase was mainly due to a large domestic power project
order recorded in December 2002. Backlog at year-end was $1.4
billion, compared to $1.5 billion at year-end 2001. Excluding
the effect of special charges in both periods, EBITDA was $33.1
million for the quarter, compared to $47.1 million last year.
Improved performance in Power Systems and the company's Finnish
subsidiary was offset primarily by weakness in the U.S. power
operations.

For the year, bookings for the Energy Group were $1,396.3
million, compared to $1,478.2 million in 2001. Revenues for the
year were up 7 percent to $1,576.8 million, from $1,468.8
million for last year. Excluding the effect of special charges
in both periods, EBITDA was $127.8 million for the year,
compared to $123.2 million last year. The increase was primarily
driven by improved performance at the company's Finnish
subsidiary.

                      Special Charges

The company recorded a series of special charges for the quarter
totaling $124.5 million, most of which addressed legacy issues:

- $65.6 million for revisions to project claim estimates and
related costs. Recoveries against these claims will be
recognized as revenue when received;

- $20.0 million provision for asbestos claims relating to
insolvent insurers;

- $16.2 million of costs in connection with the company's
refinancing and restructuring efforts, performance intervention
activities, employee severance, and other charges;

- $13.7 million for re-evaluation of contract cost estimates and
provisions for uncollectible receivables;

- $5.3 million provision for impairment loss on a U.S.
manufacturing facility, in accordance with the provisions of
SFAS 146, "Accounting for Costs Associated with Exit or Disposal
Activities;" and

- $3.7 million provision for losses to be recognized in
anticipation of asset sales.

In addition, Foster Wheeler completed its evaluation of goodwill
during the quarter in accordance with the implementation of SFAS
142, "Goodwill and Other Intangible Assets." As a result, the
company recognized a non-cash $77.0 million impairment charge at
a reporting unit in its Energy Group. This charge, along with
$73.5 million recognized earlier in the year, has been recorded
as a cumulative effect of a change in accounting principle.

                Annual Pension Revaluation

The company completed its annual pension revaluation and
recorded an after-tax charge to shareholders' equity of $226.0
million. This charge represents the cumulative minimum liability
for both domestic and foreign underfunded pension plans.
Declines in financial markets have unfavorably impacted pension
plan asset values, resulting in underfunded pension plans. In
addition, the company has changed its assumptions on the
expected rate of return on plan assets, and the discount rate
used to calculate the present value of its future obligations,
to more closely match current market conditions. Cash payments
required in 2003 remain essentially unchanged from 2002.

        Restatement of Prior Year Financial Statements

Subsequent to the filing of the company's third quarter 2002
financial results, management determined that the assets,
liabilities, and related impact on results of operations
associated with one of the company's postretirement medical
plans were not properly accounted for in accordance with SFAS
106, "Employers' Accounting for Post-Retirement Benefits Other
Than Pensions." The company has adjusted its previously reported
results for 2000, 2001 and 2002. These adjustments include an
additional net liability of $20.5 million at the end of 2002,
and pre-tax expenses of approximately $1.6 million for 2002.

        Notice from the New York Stock Exchange (NYSE)

Foster Wheeler received a formal notice, dated March 18, 2003,
from the NYSE indicating that it was below the continued listing
criteria of a total market capitalization of not less than $50
million over a 30-day trading period and shareholders' equity of
not less than $50 million. The company expects to submit a
business plan that will demonstrate compliance with the
continued listing standard within 18 months of notice from the
NYSE. The company's business plan, if accepted, will be reviewed
by the NYSE for ongoing compliance with its goals and
objectives. Throughout the review process, Foster Wheeler's
common stock will continue to be listed on the NYSE, subject to
reassessment.

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


GENTEK INC: Changing Parkowski's Status to Special Counsel
----------------------------------------------------------
GenTek Inc., and its debtor-affiliates want to change Parkowski
& Guerke, P.A.'s status from an ordinary course professional to
special counsel.

The Debtors have retained Parkowski & Guerke to represent them
in connection with certain rights and obligations arising out of
the State of Delaware's environmental laws.  But in view of
their decision to decommission the South Plant of the Delaware
Valley facility, the Debtors have decided to expand Parkowski &
Guerke's role.  The Debtors will need Parkowski & Guerke's
assistance with respect to the issues involving the Delaware
Department of Natural Resources and Environmental Control and
the decommissioning of the South Plant.

Tthe Debtors seek the Court's permission to employ Parkowski &
Guerke as special Delaware environmental counsel nunc pro tunc
to March 1, 2003.

The Debtors want Parkowski & Guerke to assist in:

    (a) technical issues that may arise as a result of
        objections by certain contract parties;

    (b) political, governmental and public relations issues;

    (c) depositions and witness examinations; and

    (d) other issues assigned by the Debtors.

Parkowski & Guerke is a recognized expert in the environmental
laws in Delaware.  In fact, the Debtors inform the Court that
Parkowski & Guerke's partner, F. Michael Parkowski, participated
in the drafting and passage of many of Delaware's environmental
laws.

The Debtors intend to compensate Parkowski & Guerke pursuant to
the firm's customary hourly rates.  Parkowski's current hourly
rates are:

                    Rates         Professional
                    -----         ------------
                    $375          Partners
                    $250          Associates

The Debtors attest that Parkowski & Guerke holds no prepetition
claim against them.  However, Parkowski & Guerke has incurred
fees and expenses postpetition as an ordinary course
professional.  The Debtors tell the Court that they will pay any
billings for fees and expenses incurred up to February 28, 2003
in accordance with the Ordinary Course Professional Order.

Significantly, the Debtors advise the Court that Parkowski &
Guerke's employment as special counsel will no longer be
necessary after the closure of the Delaware Valley South Plant.
Thus, Parkowski & Guerke will revert back to ordinary course
professional status and will be compensated accordingly.

Mr. Parkowski assures Judge Walrath 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.  Parkowski & Guerke 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 INDUSTRIES: Elects Luis Tellez to Board of Directors
-----------------------------------------------------------
Global Industries, Ltd. (Nasdaq: GLBL) announced that Luis
Tellez has been elected to the Board of Directors of the Company
effective March 31, 2003.  Mr. Tellez is Executive Vice-
President and Chief Executive Officer of DESC, S.A. de C.V., a
diversified industrial conglomerate and one of Mexico's largest
corporations.

Prior to his association with DESC, Mr. Tellez served as
Mexico's Secretary of Energy from 1997 until 2000.  He served as
Chief of Staff to President Ernesto Zelillo from 1994 to 1997.  
Previously, Mr. Tellez was appointed Head Economist at the
Ministry of Treasury from 1987 to 1990 and Undersecretary of
Planning at the Ministry of Agriculture and Water Resources
from 1990 to 1994.

Mr. Tellez has been a member of APEC's Business Advisory Council  
since March 2001.  He is currently a member of the board of
directors of DESC, Femsa, Grupo Mexico, member of the Reforma
newspaper Business Council, and member of the board of
counselors of Kissinger McLarty Associates.  Currently he serves
on various non-profit organization Boards including Fundacion
Televisa, Fundacion Unete, and Universidad Iberoamericana.

Mr. Tellez was awarded a degree in economics from the Instituto
Tecnologico Autonomo de Mexico and holds a Ph.D. in Economics
from the Massachusetts Institute of Technology.  He is the
author and co-author of several technical papers and books.

In making this announcement, William J. Dore, Global   
Industries Chairman of the Board and Chief Executive Officer,
stated:  "Mr. Tellez brings significant international experience
to the Board of Directors and is a very welcomed addition to our
Board.  As Global Industries focuses greater attention to
opportunities that exist outside the U.S. Gulf of Mexico, Mr.
Tellez's sensitivity and political experience will provide
further insights into discerning true opportunities for Global
Industries."

Global Industries provides pipeline construction, platform
installation and removal, diving services, and other marine
support to the oil and gas industry in the Gulf of Mexico, West
Africa, Asia Pacific, Middle East/India, South America, and
Mexico's Bay of Campeche.  The Company's shares are traded
on the Nasdaq National Market System under the symbol "GLBL".

For more information, contact Investor Relations, Global
Industries, Ltd., 5151 San Felipe, Suite 900, Houston, Texas
77056.  Tel. (713) 479-7979 or http://www.globalind.com.

                        *   *   *

As reported in the Jan. 22, 2003, issue of the Troubled Company
Reporter, Global Industries, Ltd., (Nasdaq: GLBL) effective
January 1, 2003, reorganized its operating management structure
and its existing business lines, Offshore Construction and
Installation and Diving, to focus on core operations and
specialized markets.  

In conjunction with the reorganization, the Company intended to
eliminate non-core and under performing assets and record a
one-time pretax non-cash charge of approximately $50.0 million
(or approximately $0.42 per share after tax) relating to certain
of its marine assets and support facilities.  The Company has
obtained from its lenders an amendment to its credit facility
that excludes this charge from all covenant calculations.  While
results for the period have not yet been finalized, the Company
expects to report a net loss (inclusive of the one-time charge)
in the range of $0.31 to $0.33 per share for the year ended
December 31, 2002 and a debt to equity ratio of approximately
29%.

William J. Dore, Global's Chairman and Chief Executive Officer
stated: "Events and circumstances in both our domestic and
international markets have changed the way we must operate our
business.  We are adapting to these market place conditions and
are making the appropriate changes to strengthen our management
structure and reallocate our assets.  We are confident that the
actions we are taking will enhance our future operating and
financial performance worldwide and we continue to be optimistic
about the future prospects of our Company and our industry."


HEALTHSOUTH CORPORATION: NYSE Suspends Securities Trading
---------------------------------------------------------
HEALTHSOUTH Corporation (NYSE: HRC) announced that the New York
Stock Exchange suspended trading in its common stock, and will
apply to the Securities and Exchange Commission to delist the
security.

"Since last week, we have known that the NYSE was reviewing the
suitability of a continued listing on the Exchange due to
concern over the nature of the ongoing investigations and
uncertainty surrounding the company's financial situation,"
stated Joel C. Gordon, Interim Chairman of the Board of
Directors of HEALTHSOUTH Corporation.  "Knowing of this
possibility, we have been evaluating efforts to secure an
ongoing market for our stock.  We understand that market makers
have independently begun to make a market in the company's
common stock on the OTC Pink Sheets under the symbol 'HLSH'."

"Operations at the company remain uninterrupted as we continue
providing excellent patient care, and work with our independent
experts to stabilize the situation and review all capital
expenditures, and begin to move the company forward," said
Robert P. May, Interim Chief Executive Officer of HEALTHSOUTH
Corporation.

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.

                           *   *   *

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

The downgrade further reflects:

- Lack of clarity over senior management direction;

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

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

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


HEALTHSOUTH: Director Betsy Atkins Quits After 2 Weeks on Board
---------------------------------------------------------------
A corporate director of HealthSouth Corp. who was heading up an
internal investigative committee resigned on Monday after just
two weeks on the board of the beleaguered health-care company,
the Associated Press reported. The company said Director Betsy
S. Atkins, who was appointed to the board on March 7, had quit.
Her departure came less than a week after her March 19 selection
to chair the board's special committee investigating a financial
mess at the company, the latest to be hit by official
allegations of accounting fraud. Jon F. Hanson, chairman of
Hampshire Cos., a real-estate investment firm in New Jersey,
will succeed Atkins on the investigative committee, reported the
newswire. (ABI World, Mar. 25)


HEARTLAND SECURITIES: Voluntary Chapter 11 Case Summary
-------------------------------------------------------
Debtor: Heartland Securities Corp.
        50 Broad Street
        15th Floor
        New York, New York 10004

Bankruptcy Case No.: 03-11817

Type of Business: The Debtor provides securities brokerage
                  services for professional day traders.

Chapter 11 Petition Date: March 26, 2003

Court: Southern District of New York (Manhattan)

Judge: Allan L. Gropper

Debtor's Counsel: Thomas R. Califano, Esq.
                  Piper Marbury Rudnick & Wolfe LLP
                  1251 Avenue of the Americas
                  29th Floor
                  New York, NY 10020-1104
                  Tel: (212) 835-6000
                  Fax : (212) 835-6001

Total Assets: $13,386,000

Total Debts: $25,833,000


HYDROMET ENVIRONMENTAL: Shareholders Say Yes to New Resolutions
---------------------------------------------------------------
Hydromet Environmental Recovery Ltd. (TSX Venture Exchange:
YHM.A) wishes to announce the approval of the shareholders to
implement the corporate resolutions passed at the special
meeting of shareholders on March 10th 2003.  The three
resolutions accepted by shareholders relate to:

      1. The consolidation of Class A common shares on 6 to1
         basis.

      2. The reserve for issue of up to 20,000,000 Class A
         common shares (post consolidation) for the new private
         placement of convertible debentures for a minimum of
         $580,000 and maximum of $1,000,000.  The debentures
         will be convertible into units for a period of three
         years; each unit consisting of 1 Class A common
         share and 1 warrant to purchase a further 1 Class A
         common share.

         The units will be convertible at $0.10 per unit (post
         consolidation) for eighteen months and at $0.12 per
         unit (post consolidation) for the second eighteen month
         period.  The warrants will entitle the shares to be
         purchased at $0.12 per share (post consolidation) for
         the first eighteen months and $0.15 per share (post
         consolidation) for the second eighteen month period.   

      3. The extension of the term and a change of the price of
         each unit and each warrant of the $2,244,334 of 12.5%
         convertible debentures issued June 18th 2001 and due
         June 18, 2004 and the $1,260,000 of 12.5% convertible
         debentures issued March 11, 2002 due March 11, 2005 and
         a reserve for issue of 29,432,505 Class A common shares
         (post consolidation).  The $2,244,334 June 18th 2001
         debentures are convertible into units; each unit
         consisting of one Class A common share and one warrant
         to purchase one half Class A common share.  The
         $1,260,000 March 11th 2002 debentures are convertible
         into units; each unit consisting of one Class A
         common share and one warrant to purchase one Class A
         common share.  The conversion price for each unit of
         both debentures shall be set at $0.20 (post
         consolidation) for a period of three years from the
         date of approval by the regulatory authorities.  The
         warrant price shall be set at $0.21 per share (post
         consolidation) for a period of two years from the date
         of approval by the regulatory authorities.  

All three of the corporate resolutions passed at the Special
Meeting are subject to regulatory approval.

The Company also announced that Dr. Peter Ensio will join the
Board of Directors.  Dr. Ensio, a PhD metallurgist from MIT,
brings a depth of experience to our board.  He is the major
shareholder of aggregate processing plants in Contrecouer,
Quebec, USA and Pueblo, Mexico.  Dr. Ensio plans to joint
venture with Hydromet de Mexico through his company, Abrasivos
De Mexico, in the processing of the 3,000,000 tons of tailings
contained at the leased site at Santa Rosalia.  

                        *   *   *

As previously reported in the Oct. 30, 2002 edition of the
Troubled Company Reporter, Hydromet Environmental Recovery Ltd.,
(TSX Venture Exchange: YHM.A) has been in default on $2,244,300
of convertible debentures issued in June 2001 and a further
$1,260,000 of convertible debentures issued in March 2002.  The
Company has received a Notice of Foreclosure on the Newman,
Illinois plant from the $2,244,300 debenture holders, and a
demand for repayment in full from the $1,260,000 debenture
holders.


INTEGRATED HEALTH: Wants Court to Approve Pact with 9 Claimants
---------------------------------------------------------------
Robert S. Brady, Esq., at Young Conaway Stargatt & Taylor LLP,
in Wilmington, Delaware, tells the Court that to minimize the
burden on estate assets and to avoid the necessity of extending
the claims objection process to the point of litigation,
Integrated Health Services, Inc., and its debtor-affiliates have
made a concerted effort to work amicably with certain claimants
towards a reconciliation and settlement of the allowed amount of
each of their Claims.  After reaching a determination as to the
correct Claim amount, the Debtors and each Claimant executed a
letter agreement, which memorialized the parties' settlement.

Accordingly, the Debtors ask the Court to approve nine
settlement agreements with certain Claimants settling 13 Claims
pursuant to Section 105(a) of the Bankruptcy Code and Rule 9019
of the Federal Rules of Bankruptcy Procedures.

Mr. Brady relates that the Claims represent an aggregate
liability to the Debtors' estates of $1,733,393.46.  The
aggregate settlement amount of the 13 Claims pursuant to the
Settlement Letters is $1,030,568.94, thus resulting in a
$702,824.52 savings to the estate, without incurring the costs
associated with prosecuting a claim objection as to each of the
13 Claims.

The settled claims are:

    A. Allegiance Healthcare:  On August 24, 2000, Allegiance
       Healthcare filed claim number 8908, a non-priority,
       general unsecured claim amounting to $53,833.74
       purporting to represent the Debtors' liability for goods
       sold to the Debtors between August 5, 1999 and
       January 27, 2000.  On April 9, 2002, the Debtors filed
       their Tenth Omnibus Objection to Claim Pursuant to
       Section 502 of the Bankruptcy Code and Bankruptcy Rule
       3007, objecting to claim no. 8908. Pursuant to the
       Settlement Letter, Allegiance Healthcare will have an
       allowed, non-priority, general unsecured claim
       against the estates amounting to $35,000, thus saving the
       estates $17,833.74.

    B. Apria Healthcare, Inc.:  On August 21, 2000, Apria
       Healthcare, Inc., filed claim number 8817, a non-
       priority, general unsecured claim amounting to $17,254.73
       purporting to represent the Debtors' liability for goods
       sold, services performed and equipment rented to the
       Debtors from March 3, 1999 until February 2, 2000.  On
       April 9, 2002, the Debtors filed the Tenth Omnibus
       Objection, objecting to claim no. 8817.  Pursuant to the
       Settlement Letter, Apria Healthcare, Inc. will have an
       allowed, non-priority general unsecured claim against the
       estates amounting to $12,750, thus saving the estates
       $4,504.73.

    C. Healthcare Staffing Solutions:  On July 17, 2000,
       Healthcare Staffing Solutions filed claim number 4032, a
       non-priority, general unsecured claim amounting to
       $396,717.78 purporting to represent the Debtors'
       liability for services performed for the Debtors from
       September 7, 1996 until August 7, 1998. On April 9, 2002,
       the Debtors filed the Tenth Omnibus Objection, objecting
       to claim number 4032.  Pursuant to the Settlement Letter,
       Healthcare Staffing Solutions will have an allowed, non-
       priority, general unsecured claim against the estates
       amounting to $260,000, thus saving the estates
       $136,717.78.

    D. Lintex Corporation:  On August 7, 2000, Lintex
       Corporation filed claim number 6096, a non-priority,
       general unsecured claim amounting to $635,484.05
       purporting to represent the Debtors' liability for goods
       sold to the Debtors on various, undisclosed dates.  On
       April 9, 2002, the Debtors filed the Tenth Omnibus
       Objection, objecting to claim number 6096. Pursuant to
       the Settlement Letter, Lintex Corporation will have an
       allowed, non-priority, general unsecured claim against
       the estates amounting to $601,262.97, thus saving
       the estates $34,221.08.

    E. Misty Martin:  On May 10, 2000, Misty Martin filed claim
       numbers 627 and 1596, which are non-priority, general
       unsecured claims totaling $100,000 purporting to
       represent the Debtors' liability for goods and services
       provided to the Debtors from July 18, 1999 until
       January 6, 2000.  On January 10, 2001, the Debtors' filed
       their First Omnibus Objection to Claims Pursuant to
       Section 502(b) and Bankruptcy Rule 3007, objecting to
       claim number 627. Pursuant to the Settlement Letter,
       Misty Martin will have an allowed, non-priority, general
       unsecured claim against the estates amounting to $15,000,
       thus saving the estates $185,000.

    F. NeighborCare TCI, Inc.:  On August 29, 2000, NeighborCare
       TCI, Inc. filed claim number 10224, a non-priority,
       general unsecured claim amounting to $45,987.95
       purporting to represent the Debtors' liability for goods
       sold to the Debtors from January 27, 1998 until February
       2000.  On April 9, 2002, the Debtors filed their Tenth
       Omnibus Objection, objecting to claim number 10224.  
       Pursuant to the Settlement Letter, NeighborCare TCI, Inc.
       will have an allowed, non-priority, general unsecured
       claim against the estates amounting to $37,618.92, thus
       saving the estates $8,369.03.

    G. Robert Geiger:  On August 16, 2000, Robert Geiger filed
       claim number 7241, a priority unsecured claim amounting
       to $51,327 purporting to represent the Debtors' liability
       for his wrongful discharge from employment on July 22,
       1999.  On January 30, 2003, the Debtors filed their 24th
       Omnibus Objection to (Substantive) Claims Pursuant to
       Sections 105(a) and 502(b) of the Bankruptcy Code and
       Rules 3001 and 3007 of the Federal Rules of Bankruptcy
       Procedure, objecting to claim number 7241.  Pursuant to
       the Settlement Letter, Robert Geiger will have an
       allowed, non-priority, general unsecured claim against
       the estates amounting to $7,000, thus saving the estates
       $44,327.00.

    H. Sarah Clary:  On May 10, 2000, Sarah Clary filed claim
       numbers 626 and 1595, which were non-priority, general
       unsecured claims both amounting to $100,000 purporting to
       represent the Debtors' liability for goods and services
       provided to the Debtors from July 18, 1999 until
       January 6, 2000.  On January 10, 2001, the Debtors filed
       their Second Omnibus Objection to Claims, objecting to
       claim number 626. Pursuant to the Settlement Letter,
       Sarah Clary will have an allowed, non-priority, general
       unsecured claim against the estates amounting to $15,000,
       thus saving the estates $185,000.

    I. Sun Healthcare Group, Inc.:  On August 28, 2000, Sun
       Healthcare Group, Inc., filed claim numbers 10275, 10278
       and 10281, non-priority, general unsecured claims
       amounting to $45,607.63, $67,972.25 and $20,208.33,
       purporting to represent the Debtors' liability for goods
       and services provided to the Debtors from May 1998 until
       February 2000. On April 9, 2002, the Debtors filed their
       Tenth Omnibus Objection, objecting to claim number 10224.  
       Pursuant to the Settlement Letters, Sun Healthcare Group,
       Inc. claims will be reduced to allowed, non-priority        
       unsecured claims against the estates amounting to
       $46,937.05, thus saving the estates $133,788.21.
       (Integrated Health Bankruptcy News, Issue No. 54;
       Bankruptcy Creditors' Service, Inc., 609/392-0900)   


INTERLIANT: Bankruptcy Court Extends Exclusivity Period to May 5
----------------------------------------------------------------
Interliant, Inc. (OTCBB:INIT) provided an update on the progress
of the company's reorganization under Chapter 11 of the U.S.
Bankruptcy code. The company announced several recent events:

-- On March 19, an auction of equipment surplus to Interliant's
    ongoing operations was held in Alpharetta, Georgia by Dove
    Bid, Inc. The company is pleased with the results of the
    auction.

-- On March 14, on Interliant's application, the bankruptcy
    court extended Interliant's period of exclusivity from
    March 20 to May 5, 2003. During the period of exclusivity,
    only the debtor can submit a plan of reorganization to the
    bankruptcy court.

-- Interliant has completed the restructuring of its real
    estate leases for most of its locations, including its U.S.
    data center facilities in Vienna, Virginia and Houston,
    Texas. The company intends to continue to run its U.S.
    operations from these locations for the foreseeable future.

-- Interliant has completed the restructuring of most of its
    capital leases, resulting in a stable capital expenditure
    base from which to build.

"We are very pleased with this progress," said Francis J.
Alfano, Interliant's president and CEO. "Over the last several
months, we have taken a number of important actions to support
our future operations including assuming certain real estate
leases for our data centers and office locations, restructuring
certain capital leases, and selling non-core businesses and
assets. We have achieved all of this with minimal customer
attrition and while retaining almost all of the employees of our
core business.

"We believe that we have built a successful financial foundation
for our operations that will permit us to serve our customers
well into the future. Now, we are taking the final steps to
maximize the value of our business for our creditors and other
stakeholders, and complete a plan of reorganization that will
allow us to exit Chapter 11 as a technology leader in the
hosting market."

Interliant, Inc. (OTCBB:INIT) is a leading provider of managed
infrastructure solutions, encompassing messaging, security, and
hosting plus an integrated set of professional services that
differentiate and add customer value to these core solutions.
The company makes it easier and more cost-effective for its
customers to acquire, maintain, and manage their IT
infrastructure via selective outsourcing. Headquartered in
Purchase, New York, Interliant has forged strategic alliances
and partnerships with the world's leading software, networking
and hardware manufacturers, including Check Point Software
Technologies Inc., IBM and Lotus Development Corp., Microsoft,
and Sun Microsystems Inc. For more information about Interliant,
visit http://www.interliant.com  


KMART CORP: Discloses 20% Stake in Hechinger Liquidation Trust
--------------------------------------------------------------
Kmart Corporation discloses in a regulatory filing with the
Securities and Exchange Commission on March 13, 2003 that it
holds a pro rata beneficial interest in the Hechinger
Liquidation Trust based on the amount of its allowed claims.

Kmart Treasurer Edward J. Stenger reports that the Company has
$150,000,000 in Allowed Claims.  The amount represents 20% of
the total amount of Allowed Claims.  However, the total Allowed
Claim amount is subject to change pursuant to the Hechinger
Liquidation Trust Agreement dated October 23, 2001 among
Hechinger Investment Company of Delaware, Inc. et. al., The
Official Committee of Unsecured Creditors of Hechinger
Investment and Conrad F. Hocking, as the Liquidation Trustee.
(Kmart Bankruptcy News, Issue No. 50; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


LAIDLAW INC: Judge Kaplan Estimates Class 6 Claims at $417-Mill.
----------------------------------------------------------------
At the Laidlaw Inc. Debtors' request, Judge Kaplan estimates the
aggregate amount of Allowed Claims in Class 6 for the purposes
of establishing the Unsecured Claims Reserve provided under the
Debtors' Third Amended Reorganization Plan.  This enables the
Debtors to determine the appropriate amount of proceeds to
distribute to the holders of Claims in Classes 4, 5A and 6.
Pursuant to the Joint Plan, the holders of Claims in Classes 4,
5A and 6 will receive a Pro Rata share, measured according to
the Adjusted Amount of Allowed Claims in Classes 4 and 5A and
the aggregate amount of Allowed Class 6 Claims, as estimated by
the Bankruptcy Court, of:

    (a) Excess Cash,
    (b) the Exit Proceeds, and
    (c) the Distributable New Common Stock.

The Class 6 Claim Estimation Order, in essence, will allow the
Distribution Agent to establish the proper denominator of total
claims in determining the Pro Rata amount of cash and stock to
be distributed to each holder of an Allowed Claim.  The
Estimation Order also helps ensure that sufficient funds will be
available to pay all Class 6 Claims when they become Allowed
Claims.  All Cash and New Common Stock allocated to the Allowed
Claimholders in Classes 4, 5A and 6 that are not distributed on
the Effective Date will be placed in the Unsecured Claims
Reserve.  An accurate estimation of the potential liability on
account of the overstated claims would also allow the Debtors to
reduce the Unsecured Claims Reserve amount and distribute Cash
and New Common Stock much more quickly to the Allowed
Claimholders in Classes 4, 5A and 6.

For purposes of calculating the Unsecured Claims Reserve and
estimating the aggregate amount of Allowed Class 6 Claims, all
outstanding Class 6 Claims are divided into several substantive
categories to assist in the estimation process:

             Category                         Allowed Amount
             --------                         --------------
   Undisputed and Resolved Claims               $107,966,587
   Claims Resolved by the Plan                             0
   Safety-Kleen Related Claims                   296,400,000
   Laidlaw Bondholder Litigation Claims                    0
   Solvent Chemical Claims                           325,000
   Contractual Indemnification Claims             12,126,411
   Miscellaneous Claims                                    0
                                              --------------
                        Total                   $416,817,998

              A. Undisputed and Resolved Claims

A number of Claims were scheduled by the Debtors or filed by
claimants to which the Debtors have not yet determined to object
or that have been resolved by agreement of the parties.  
Although the Debtors may at some point in the future determine
to object to some or all of these claims or otherwise agree to
an alternative allowed amount, the Court believes it is
appropriate to use the full face amount of these claims for
purposes of calculating an estimate of the aggregate amount of
Allowed Claims in Class 6.  Those claims resolved by agreement
will be estimated at the agreed amount as well.

        B. Claims Resolved by the Plan and Related Documents

The provisions of the Plan and certain related documents
determine the rights and treatment of numerous Class 6 Claims.
The Class 6 Claims that are resolved by the Plan will be
estimated as:

(a) D&O Indemnification Claims

A number of current or former directors and officers of the
Debtors filed proofs of claim for indemnification obligations
that the Debtors owed to them.  Under a D&O Claim Treatment
Letter dated June 27, 2001, the Debtors' current and certain
former officers and directors can prosecute claims for
indemnification only against the Debtors' insurance coverage and
a trust established for their benefit.  The Debtors are
authorized to implement the terms of D&O Claim Treatment Letter
pursuant to the Plan.  The Debtors note that the applicable
directors and officers have no claims against the estates.
Accordingly, the Court rules that D&O Indemnification Claims
will be estimated at $0 for purposes of establishing the
Unsecured Claims Reserve.

(b) PBGC Claims

The Pension Benefit Guaranty Corporation filed several claims
based on the Debtors' obligations that may arise from certain
pension plans they maintained and regulated by the PBGC.
Recently, the Debtors and the PBGC entered into an agreement in
which the parties agreed to the funding levels of the Pension
Plans.  The PBGC also agreed to withdraw its Claims.  In view of
this, the Court estimates the PBGC Claims to be $0 for purposes
of establishing the Unsecured Claims Reserve.

(c) Assumed Contracts and Obligations Claims

Certain claimants filed claims against the Debtors for
obligations arising from various contracts, guaranties or other
programs.  Pursuant to the Plan, the Debtors are assuming
certain Executory Contracts and Unexpired Leases.  In addition,
all contracts and leases entered into or assumed by the Debtors
after the Petition Date will be performed by New LINC or the
Reorganized Debtors after Plan Confirmation.  Under the Plan,
New LINC and the Reorganized Debtors will also continue to honor
certain Debtor Guaranties and Debtor Programs.  Therefore,
because these obligations are being assumed through the Plan and
will be performed by New LINC or the Reorganized Debtors, the
holders of these Claims will not be entitled a Class 6 Claim.
Accordingly, Judge Kaplan estimates the claims at $0 for
purposes of establishing the Unsecured Claims Reserve.

(d) Letter of Credit Claims

     -- Bank One NA filed Proof of Claim No. 330 for $1,043,938;
        and

     -- Royal Bank of Canada filed Proof of Claim No. 562 for
        $421,891.

The Debtors relate that both Claims were filed on account of
certain letters of credit that will be terminated or replaced
pursuant to the Plan.  The Court estimates the Claims at $0.

                   C. Safety-Kleen Related Claims

On August 30, 2002, the Court approved the Debtors' settlement
with Safety-Kleen Corp. and certain related parties regarding
various claims relating to the Debtors' 44% ownership of Safety-
Kleen.  Under the Safety-Kleen Settlement, all claims filed by
these parties are disallowed except for:

    (a) Proof of Claim No. 556 for $225,000,000 filed by Safety-
        Kleen, which is allowed as a general, unsecured Class 6
        Claim; and

    (b) Proof of Claim No. 703 filed by Toronto Dominion
        (Texas), Inc. on account of a promissory note guaranteed
        by LINC and issued by Laidlaw Environmental Systems,
        Inc. to Westinghouse Electric Corporation.  The Claim is
        allowed for $71,400,000 in Class 6.

In addition, the Debtors also settled the claims filed by the
South Carolina Department of Health and Environmental Control,
as designated by Claim Nos. 913, 914 and 915, each for
$164,048,676. The Claims account for certain environmental
obligations relating to a hazardous waste landfill owned by
Safety-Kleen in South Carolina.  As part of the settlement, the
Claims will be dismissed and accordingly, estimated at $0.

              D. Laidlaw Bondholder Litigation Claims

On August 30, 2002, the Court approved the Debtors'
participation in the settlement of the litigation before the
South Carolina District Court.  Under the Bondholder Settlement,
all claims by the settling parties against the Laidlaw Companies
are being released.  As a result, the Laidlaw Bondholder
Litigation Claims is estimated at $0.

                   E. Solvent Chemical Claims

Solvent Chemical Company, Inc. and its parent ICC Industries
Inc. filed Claim Nos. 220 through 223 based on certain
environmental indemnification obligations arising out of a
lawsuit pending in the United States District Court for the
Western District of New York.  The Debtors and Solvent have
reached an agreement in principle to settle the Claims by
allowing Solvent a single general, unsecured claim for $325,000.

                F. Contractual Indemnification Claims

For purposes of the Unsecured Claims Reserve, Judge Kaplan
estimates the maximum liability with respect to contractual
indemnification claims under various agreements as:

(a) Allied Waste Industries, Inc.

Allied Waste filed Claim Nos. 646 and 648 in unliquidated
amounts as contractual indemnification claims arising from a
stock purchase agreement.  The Claims assert that LINC and LTI
remain liable for certain taxes that they agreed to pay in
conjunction with the acquisition by Allied Waste of certain
businesses owned by LINC and Laidlaw Transportation Inc.  Allied
Waste and the Debtors remain in negotiations in an attempt to
resolve the Claims.  On the face of its Claims, Allied Waste
identifies $12,498 as the liquidated claim amount.  The Court
will use that amount for the Allied Waste Claims in estimating
the aggregate amount of Class 6 Claims.

(b) ECDC Environmental L.C. and ECDC Holdings, Inc.

ECDC Environmental and ECDC Holdings filed three Contractual
Indemnification Claims against the Debtors in connection with a
purchase agreement between the parties.  On November 30, 1997,
LINC and Laidlaw Environmental Services of Delaware, Inc.
entered into the Purchase Agreement with ECDC Holdings, wherein
LESI sold its interest in ECDC Environmental to ECDC Holdings.  
The Purchase Agreement provided that LINC and LESI were jointly
and severally liable for certain indemnification obligations
under the Purchase Agreement.

    -- Proof of Claim No. 647 asserts a $3,745,000 claim for
       indemnification rights based on a pending lawsuit before
       the U.S. District Court for the District of New Jersey;

    -- Proof of Claim No. 649 for $895,000 is based on a pending
       lawsuit before the Third Judicial District for Salt Lake
       County in Utah; and

    -- Proof of Claim No. 650 asserts an $11,027,600
       indemnification claim based on the rejection of a
       contract by Safety-Kleen with ECDC for the disposal of
       certain waste generated by General Motors Corporation.

The Debtors believe that any ECDC liability associated with the
lawsuit underlying Claim No. 647 will be covered by a bond the
Debtors posted with American International Group.  Hence, Claim
No. 647 is estimated by the Court at $0.  Although the actual
Allowed Amount of Claim Nos. 649 and 650 are expected to fall
well below their face amounts, the Court estimates both Claims
at their face amounts for purposes of establishing the Unsecured
Claims Reserve.

(c) Industrial Services Group Inc. Claims

Industrial Services Group, formerly known as Industrial Quality
Services, Inc., filed Claim Nos. 634, 635 and 947 based on a
purchase agreement with the Debtors.  Industrial Services
asserts that it is entitled to indemnification on an employment
discrimination lawsuit brought by Deborah B. Yawn that it
settled for $200,000 and for which it incurred $26,313 in
attorneys' fees.  Industrial Services also asserted a contingent
and unliquidated claim for other litigation that may arise.
Subsequently, the Debtors and Industrial Services have agreed in
principle to allow Industrial Services a $191,313 general
unsecured claim.

                      G. Miscellaneous Claims

Certain claimants have filed proofs of claim against the Debtors
that do not fit into any of the categories.  The Miscellaneous
Claims and the amounts at which they should be estimated for
purposes of establishing the Unsecured Claims Reserve are:

    (a) Proof of Claim No filed by Life-Call Ambulance Service
        Corporation, Lance Collins, Ray Collins and Melissa
        Gullede;

    (b) Proof of Claim No. 452 filed by Lifeline Ambulance
        Services, Inc. and Greg Birge; and

    (c) Proof of Claim No. 453 filed by South-Med Emergency
        Services, Inc. and Johnnie Sue Harper.

        Each of these claims was filed in an unliquidated amount
        based on certain lawsuits pending against the Debtors.
        The lawsuits associated with Claim Nos. 451 and 452 have
        been settled or dismissed, so each of those claims are
        estimated at $0.  The lawsuit associated with Claim No.
        453 is based on certain causes of action alleging breach
        of contract, unfair trade practices and similar grounds
        involving the ambulance service business.  The Debtors
        contend that there is no merit to this Claim and, to the
        extent that there is any merit, the Claim is properly
        asserted against American Medical Response, Inc., a non-
        debtor Laidlaw Operating Company.  Subsequently, Judge
        Kaplan estimates Claim No. 453 as $0.

    (d) Proof of Claim No. 653

        Bank of America N.A. filed the Claim for $8,306 based on
        the Debtors' guaranty of certain amounts owed by a
        former subsidiary that operated the Manchu Wok
        restaurant chain. The obligation was paid by the former
        subsidiary, and thus, according to Judge Kaplan, the
        Claim is estimated at $0.

    (e) Proof of Claim No. 182

        Elaine Abramson filed the Claim for $18,257,545 based on
        personal injuries she sustained while riding a bus
        operated by Greyhound Lines, Inc., a non-debtor Laidlaw
        Operating Company.  The Debtors assert that the Claim
        should be asserted against Greyhound and not against
        them. Accordingly, the Claim is estimated at $0.

    (f) Proof of Claim No. 958

        Rom P. Mehta asserted a $250,000 Claim for personal
        injuries caused by a vehicle owned by Debtor Laidlaw
        International Finance Corporation and leased to and
        operated by Laidlaw Transit, Inc., a non-debtor Laidlaw
        Operating Company.  Since the Claim was filed on
        November 21, 2002 -- more than a year after the General
        Claims Bar Date established in these cases -- the Court
        estimates the claim at $0.  Moreover, the treatment of
        the Claim in these Chapter 11 cases will not affect Rom
        Mehta's ability to assert a claim against Laidlaw
        Transit.

    (g) Proof of Claim No. 959

        Mediabonus Ltd. asserted a $15,160 Claim on account of
        certain language translation services.  The Debtors have
        no records of any services ever provided to them by
        Mediabonus Ltd. and are not familiar with the address
        for an entity named "Laidlaw International" identified
        on the invoices attached to the Claim.  The Debtors also
        note that the Claim was filed on December 2, 2002 -
        more than a year after the General Claims Bar Date.  It
        also appears from a review of the invoices that most of
        the services were provided after the Petition Date.  For
        these reasons, the Court finds that Mediabonus not
        entitled to a Class 6 Claim.  Judge Kaplan estimates the
        Claim as $0 for purposes of establishing the Unsecured
        Claims Reserve.

    (h) Proof of Claim No. 30

        Advanced Maintenance and Sheetmetal file the Claim with
        a notation that it had been paid in full.  In view of
        this, the Court estimates the Claim at $0.

    (i) Proof of Claim Nos. 798 and 544

        William and Michele Bechard and Jeffrey Berg filed the
        Claims for $3,316 and $6,811.  Apparently, the Claims
        were based on the purchase price of shares of LINC
        common stock.  Hence, because these amounts represent
        proofs of interest rather than proofs of claim, they are
        estimated at $0.

    (j) Proof of Claim No. 36

        Canadian Linen Supply filed a $102 trade claim on
        account of an invoice, which the Debtors assert that
        they have already paid pursuant to a Court order
        authorizing the payment of certain trade claims.  
        Accordingly, the Court estimates the Claim at $0.
      
    (k) Proof of Claim No. 504

        Kaye, Scholer, Fierman, Hayes & Handler LLP asserted a
        $17,766 Claim for legal services.  But the Debtors
        contend that any services were provided to their
        directors in their personal capacity and not to the
        Debtors.  Thus, Kaye Scholer does not have a claim
        against the Debtors and Claim No. 504 is estimated at
        $0, Judge Kaplan rules.

    (l) Proof of Claim Nos. 420, 14, 21 and 738

        Lillian Hospodar, L.G. Jenkins Cust Martaze, Wil Tel
        Communication Inc. and Wolfpack Electronics Co., Inc.
        filed the Claims in blank forms.  As such, Judge Kaplan
        estimates each of the Claims as $0.

    (m) Proof of Claim No. 455 filed by Paul R. Humphreys

    (n) Proof of Claim Nos. 671 and 672 filed by Henry H. Taylor

        Messrs. Humphreys and Taylor are former officers of
        Safety-Kleen.  Their Claims indicate unliquidated and
        contingent indemnification obligations.

        The Debtors assert that the Claims are subject to
        disallowance as contingent indemnification claims
        pursuant to Section 502(e) of the Bankruptcy Code.  The
        Debtors also insist that the Claims should be classified
        in Class 9A or Class 9B under the Joint Plan as claims
        subject to subordination because they are
        indemnification claims relating to securities lawsuits.  
        Accordingly, the Court estimates the claims at $0.       
        (Laidlaw Bankruptcy News, Issue No. 33; Bankruptcy
        Creditors' Service, Inc., 609/392-0900)  


LBI MEDIA: Hires Brett Zane as New Chief Financial Officer
----------------------------------------------------------
LBI Media announced the hiring of Brett Zane, as its new Chief
Financial Officer. Over the past nine years, Mr. Zane served as
Director, Vice President and Chief Financial Officer for
Logistics Express, Inc., North America's largest independent
provider of logistics and distribution services to the
industrial gas industry.  In addition, Mr. Zane served as
Director for ALEMBIC, a captive property and casualty insurance
company domiciled in the Cayman Islands. Prior to joining
Logistics Express, Inc., Mr. Zane worked in the Capital Markets
and Mergers and Acquisitions Departments for Prudential
Securities, Inc.  He received his MBA from the UCLA Andersen
Graduate School of Management and his B.S. in Economics from the
Wharton School at the University of Pennsylvania.

Mr. Zane will replace Lenard Liberman, Executive Vice President
and Director, as the Company's Chief Financial Officer in April.


LIBERTY MEDIA: Releases Supplemental Q4 Financial Information
-------------------------------------------------------------
On March 25, 2003, Liberty (NYSE: L, LMC.B) filed its Form 10-K
with the Securities and Exchange Commission for the year ended
December 31, 2002.  

Liberty owns interests in a broad range of video programming,
media, broadband distribution, interactive technology services
and communications businesses.  Liberty and its affiliated
companies operate in the United States, Europe, South America
and Asia with some of the world's most recognized and respected
brands.

As a supplement to Liberty's consolidated statements of
operations, the following is a presentation of financial
information for certain of Liberty's privately held assets
including:

     *  Starz Encore Group LLC, a consolidated, wholly-owned
        subsidiary of Liberty; and

     *  Discovery Communications, Inc.; QVC, Inc.;
        Jupiter Telecommunications Co., Ltd.; and Jupiter
        Programming Co., Ltd., each a privately held equity
        affiliate of Liberty.

The following comments compare financial information for the
three months and twelve months ended December 31, 2002 to the
same period for 2001.  Three month comparisons are referenced by
"Q/Q", and twelve month comparisons are referenced by "Y/Y."  

                STARZ ENCORE GROUP LLC

Liberty owned 100% of Starz Encore at December 31, 2002.  The
principal services of Starz Encore are the STARZ!, Encore and
Thematic Multiplex premium movie services.

As is more fully described in Liberty's Form 10-K, following the
Comcast / AT&T Broadband merger, Comcast stopped making payments
under AT&T Broadband's affiliation agreement with Starz Encore,
electing instead to make payments at lower rates pursuant to
Comcast's agreement with Starz Encore.  Starz Encore is
vigorously contesting Comcast's claims, vigorously prosecuting
its own claims and believes that it will succeed in obtaining a
judgment against Comcast.  However, because both actions are at
an early stage, I t is not possible to predict with a high
degree of certainty the outcome of either action, and there can
be no assurance that those actions will ultimately be resolved
in favor of Starz Encore.  As a result, pursuant to SEC Staff
Accounting Bulletin No. 101, Starz did not recognize $9 million
of revenue representing the difference between the rates
prescribed in the AT&T Broadband affiliation agreements and the
amounts paid by Comcast for the period from the Comcast / AT&T
Broadband merger in November 2002 through year-end.

                DISCOVERY COMMUNICATIONS, INC.

Liberty owned approximately 50% of DCI as of December 31, 2002.  
The results below give effect to certain year-end audit
adjustments and include the application of EITF 01-9, requiring
certain expenses to be reclassified as offsets to revenue.  In
addition, previous presentations of the International Ventures
were reflected on an attributed basis.  DCI consolidated the
results of International Ventures for the first time in 2002
pursuant to Statement of Financial Accounting Standards No. 144.  
For comparative purposes only, the pro forma presentation in the
table and the discussion below includes the effects of the
International Ventures results as if they were consolidated by
DCI during 2001.

During the fourth quarter of 2002, DCI continued its strong
execution in a challenging global environment.  In particular,
U.S. ad sales showed strong performance compared to the
challenging marketplace of a year earlier.  Total operating cash
flow increased 42% Q/Q and 52% Y/Y, driven by gross advertising
revenue increases of 22% Q/Q and 9% Y/Y and gross affiliate
revenue increases of 13% Q/Q and Y/Y.  Operating expenses
increased by 14% Q/Q and 2% Y/Y.

DCI's affiliated networks now reach more than 875 million
cumulative worldwide subscribers.  Growth has been broad based,
with the digital network group within Domestic Networks
approaching cumulative distribution of 100 million subscribers.  
Distribution of Animal Planet in Asia passed the 80 million
subscriber level only one quarter after Animal Planet passed the
same mark in the United States.

DCI - Discovery Networks U.S.:  Discovery Channel, TLC, Animal
Planet, Travel Channel, Discovery Health Channel, The Health
Network, Discovery Kids Channel, BBC-America Representation, The
Science Channel, Discovery Times Channel, Discovery Home &
Leisure Channel, Discovery Wings Channel, Discovery en Espanol,
Discovery HD Theater and online initiatives.

     *  Domestic Networks now reach approximately 519 million
        cumulative subscribing households.  Domestic Networks
        revenue increased by 34% Q/Q and 13% Y/Y due to
        increases in both affiliate and advertising revenue.  
        Operating cash flow increased by 19% Q/Q and 26% Y/Y.
      
     *  Net advertising revenues increased 22% Q/Q and 7% Y/Y.  
        These increases were driven by 9% Q/Q and 7% Y/Y
        increase in combined total day audience delivery and
        strong increases in advertising inventory sell-out.

     *  Net affiliate revenues increased 57% Q/Q and 26% Y/Y as
        aggregate subscribers increased by 18%.  These revenues
        are net of launch support amortization and other items
        of $33 million and $51 million for the quarters ended
        December 31, 2002 and 2001, respectively, and $140
        million and $146 million for the years ended
        December 31, 2002 and 2001, respectively.  Net affiliate
        revenues grew faster than subscribers for the year and
        the quarter due to a decrease in launch support
        amortization.  Excluding the effects of launch support
        amortization, gross affiliate revenues increased 17% for
        the quarter and 16% for the year.

     *  Operating expenses increased 45% Q/Q and 7% Y/Y.  The
        increases Q/Q resulted from a 34% increase in
        programming and marketing costs and a 73% increase in
        SG&A expenses.  The increase in programming and
        marketing expense was due to a return to more normalized
        spending levels in the fourth quarter of 2002 compared
        to dramatic cost saving efforts in place during the
        fourth quarter of 2001. SG&A expense increased due to
        increased commissions and other sales overhead costs
        resulting from favorable advertising and affiliate sales
        trends, combined with increased G&A expenses resulting
        from the cost savings initiatives that were in place in
        the fourth quarter of 2001.

DCI - Discovery Networks International:  Discovery Channels in
Europe, Latin America, Asia, India, Germany, Italy/Africa and
Kids-Latin America, Travel & Adventure-Latin America, Health-
Latin America, Discovery Home & Leisure UK, Showcase Europe,
Travel & Adventure Asia, Animal Planet-United Kingdom and Health
Channel-United Kingdom.

     *  International Networks revenue increased by 2% Q/Q and
        11% Y/Y due to increases in both affiliate and
        advertising revenue.  Operating cash flow doubled from
        $11 million to $22 million Q/Q and increased 135%
        Y/Y to $61 million.

     *  Net advertising revenue increased 22% Q/Q and 32% Y/Y as
        ratings increases and subscriber growth drove 45% Q/Q
        and 50% Y/Y increases in audience delivery in Discovery
        Channel Europe and 27% Q/Q and 33% Y/Y increases in
        audience delivery in Discovery Home & Leisure UK.

     *  Net affiliate revenues decreased by 7% Q/Q, but
        increased by 6% Y/Y. The Q/Q decrease was driven by an
        $8 million increase in marketing and other contra
        revenue items for the period, while the Y/Y increase was
        driven by subscriber growth of 25%.  Subscription units
        grew at a faster rate than revenue primarily due to a
        disproportionate increase in subscribers of recently
        launched networks and certain networks in Asia where the
        majority are currently in a free contract period or have
        lower subscription fee rates than other International
        channels. Affiliate revenue growth was also affected by
        a decline in affiliate revenue in Latin America
        primarily due to the regional economic and currency
        conditions, despite a subscriber increase in the region
        of over 10%.  International Networks now reach over 239
        million cumulative subscribing households.

     *  Operating expenses decreased 9% Q/Q and increased 1%
        Y/Y.  The quarterly decrease was primarily attributable
        to continued cost containment efforts in response to the
        difficult Latin American economic conditions.

DCI - International Ventures:  Consolidated BBC/DCI Joint
Venture Networks (Animal Planet networks in Europe, Asia, Latin
America, People + Arts Latin America and Spain).  International
Ventures results are consolidated for the fourth quarter and
year ending December 31, 2002, in accordance with Financial
Accounting Statement 144.  Presentations had previously included
International Ventures on an attributed basis, whereas the
results herein reflect the consolidated entities.

     *  International Ventures revenue remained unchanged Q/Q
        and increased 6% Y/Y.  The operating cash flow deficit
        remained unchanged Q/Q and improved by 5% Y/Y, from $37
        million to $35 million.  The Y/Y revenue increase was
        primarily due to a 10% increase in affiliate revenue
        driven by a 58% increase in subscribers.  The
        improvement in the operating cash flow deficit was due
        to continued cost containment efforts in response to the
        Latin American markets.  International Ventures now
        reach over 117 million cumulative subscribing
        households.

DCI - Consumer Products:  The principal components of Discovery
Consumer Products include a proprietary retail business
comprised of a nationwide chain of 154 Discovery Channel stores,
six temporary holiday season outlets, mail-order catalogs, an
on-line shopping site, a global licensing and strategic
partnerships business, and a supplementary education business
reaching over 35 million students and 90,000 classrooms in the
U.S.

     *  The improvement in operating cash flow of $12 million
        Q/Q and $7 million Y/Y was primarily due to an increase
        in gross margin resulting from sales of newly introduced
        higher margin product, combined with a reduction in
        store operating costs and other overhead.

DCI - Outstanding Debt:  DCI's outstanding debt (including
capital leases, letters of credit, and other notes payable)
increased by $109 million compared to December 31, 2001.  The
increase was primarily due to additional borrowings
for the acquisition and funding of start-up businesses
including, Discovery Health and the Health Network, continued
investment in the Consumer Products division, debt service costs
and launch support payments associated with Animal Planet and
Travel Channel.

                     JAPANESE BUSINESSES

Liberty owned 36% of J-COM and 50% of JPC at December 31, 2002.  
The following table reflects 100% of each affiliate's
consolidated results which are reported in Japanese Yen and are
translated into U.S. Dollars at a convenience exchange rate of
118.76 (exchange rate at December 31, 2002).

J-COM:  J-COM is Japan's largest multiple system operator (MSO)
based on the number of customers served.  J-COM and its
subsidiaries provide cable television, high-speed Internet
access and telephony services in Japan. Managed subscriber data
includes all consolidated subsidiaries as well as equity
affiliates that are managed by J-COM.

     *  Revenue increased 39% Q/Q and 52% Y/Y due to increased
        cable distribution and substantial growth in telephony
        and internet revenue. These revenue increases also
        include 8,200 million yen ($69 million) for the year and
        2,200 million yen ($19 million) for the quarter that are
        included in consolidated results for 2002 due to
        acquiring controlling interests in former equity
        affiliates managed by J-COM. Managed cable subscribers
        increased 19%, Internet services subscribers increased
        57% and telephony subscribers increased 110%.  Average
        revenue per household receiving at least one service
        ("ARPH") increased 6% to 6,183 yen or $52.

     *  Operating cash flow at J-COM increased 155% Q/Q and 281%
        Y/Y due to the revenue increases combined with margin
        improvements associated with increased scale.

     *  J-COM served approximately 1.6 million homes at
        December 31, 2002, an increase of 23%, and services per
        household (total revenue generating units divided by
        total households served) rose from 1.28 to 1.43.
        Penetration of homes taking at least one service has
        increased from 23% to over 27%.

     *  Approximately 34% of J-COM's subscribers subscribe to
        more than one service, which translates into
        approximately 540,000 homes with multiple services.  The
        triple play service option is making strong headway with
        9% of J-COM's homes subscribing to the service at
        December 31, 2002.

     *  In February 2003, J-COM entered into a syndicated loan
        agreement for 140 billion yen ($1.2 billion) with 13
        financial institutions.  Of this amount, 32 billion yen
        ($269 million) was in the form of shareholder loans from
        Liberty, Sumitomo and Microsoft (J-COM's majority
        shareholders).  The facility has a term of approximately
        6-1/2 years.  At the same time, J-COM reached an
        agreement with J-COM's majority shareholders to secure
        further subordinated borrowings of 150 billion yen ($1.2
        billion).  Of the total long-term funds raised of 290
        billion yen ($2.4 billion), J-COM used approximately 235
        billion yen ($2 billion) to repay short-term loans that
        were either provided or guaranteed by the majority
        shareholders. Subsequent to this refinancing, Liberty
        guarantees 15.6 billion yen ($131 million) of J-COM's
        debt.  Also, Liberty has agreed to fund up to an
        additional 20 billion yen ($168 million) to J-COM in the
        event J-COM's cash flow (as defined in the bank loan
        agreement) does not meet certain targets.  This
        commitment expires after September 30, 2004.

Jupiter Programming Co., Ltd.

JPC:  JPC is the largest multi-channel television programming
and content provider in Japan based upon the number of
subscribers receiving the channels. JPC currently owns, operates
or invests in 14 channels.

     *  JPC's revenue increased 45% Q/Q and 36% Y/Y due to 50%
        Q/Q and 39% Y/Y growth in JPC's shopping channel
        revenue.  Shop Channel posted record sales in November
        2002 during their Anniversary Week, which celebrated the
        channel's 6th year in business.  JPC's other
        consolidated channel offerings also experienced strong
        revenue growth with Q/Q increases at CSN (JPC's movie
        channel), Golf Network and LaLa TV (JPC's women's
        channel) of 19%, 19% and 132%, respectively, and Y/Y
        increases of 20%, 18% and 144%, respectively.  
        Subscribers grew by 29% at Shop Channel, 21% at CSN, 19%
        at Golf Network and 196% at LaLa TV.

     *  JPC's operating cash flow increased 53% Q/Q and 75% Y/Y
        due to the revenue increases offset by increased cost of
        goods sold, fulfillment, telemarketing, programming and
        general and administrative expenses.

Outstanding Shares

At December 31, 2002, there were approximately 2.689 billion
outstanding shares of L and LMC.B and 78 million shares of L and
LMC.B reserved for issuance pursuant to warrants and employee
stock options.  At March 24, 2003, the majority of the options
to purchase L and LMC.B shares had a strike price that was
higher than the closing stock price implying that such options
are anti-dilutive.  However, if these options as well as all
other warrants and options to purchase L and LMC.B shares were
exercised it would result in aggregate proceeds of approximately
$905 million.

                      OTHER EVENTS:

Liberty Announces Terms of Private Placement of up to $1.75
Billion Senior Exchangeable Debentures

On March 20, 2003, Liberty Media Corporation announced its
intention to raise approximately $1.5 billion through an
offering of 20-year exchangeable senior debentures that are
exchangeable into shares of AOL T ime Warner, Inc. common stock,
the value of which can be paid, at Liberty's option, with AOL
Time Warner, Inc. common stock, Liberty Media Corporation Series
A common stock, cash or any combination thereof.  The terms
negotiated with the initial purchasers of the debentures include
an annual interest rate of 0.75% of the original principal
amount of each debenture and an initial exchange rate of 57.4079
shares of AOL Time Warner common stock for each $1,000 original
principal amount of debentures (which implies an initial
exchange price of approximately $17.42 per AOL share).  Liberty
may raise up to an additional $250 million upon exercise of an
option granted to the initial purchasers. The initial sale of
the debentures is intended to be made only to qualified
institutional buyers under Rule 144A.

The securities have not been registered under the Securities Act
of 1933 or any state securities laws and, until so registered,
may not be offered or sold in the United States or any state
absent registration or an applicable exemption from registration
requirements.  Liberty anticipates that the issuance will be
consummated on or about March 26, 2003.

Liberty Triggers QVC, Inc. Exit Process

On March 3, 2003, Liberty announced that it had notified Comcast
Corporation of its election to trigger an exit process under the
stockholders' agreement governing their interests in QVC, Inc.  
Liberty and Comcast are negotiating to establish a fair market
value for QVC.  If these negotiations are not successful, the
valuation process will be assumed by independent third parties.

Liberty Increases Ownership in J-COM

On February 25, 2003, Liberty announced that it would acquire 8%
of the outstanding shares of J-COM from Sumitomo Corporation
making Liberty the largest J-COM shareholder.  Liberty's
ownership interest  in J-COM increases from 36% to 44% as a
result of acquiring the additional 8% for $142 million.
Sumitomo will continue to provide management assistance to J-COM
and will remain a key strategic shareholder in J-COM with
approximately 28% of the ownership interest.  The remainder of
J-COM is owned by Microsoft Corporation (23%) and other minority
shareholders.

Liberty Updates Investors Regarding Stock Issuance Obligation

On February 24, 2003, Liberty issued a clarifying statement
regarding certain stock issuance obligations in connection with
its 2001 split-off from AT&T Corp.  In connection with Liberty's
split-off from AT&T in 2001, the Internal Revenue Service issued
a private letter ruling confirming that the transaction would be
tax-free to AT&T and its shareholders.  The private letter
ruling included a statement that Liberty intended to issue
specified amounts of its equity within specified time periods
following the split-off. Liberty believes, based on a
supplemental private letter ruling issued by the IRS on January
16, 2003, that it has now issued a sufficient amount of its
equity to satisfy this statement of intention and that  
repurchases of its stock do not affect such determination.

Liberty Reports Final Results of Rights Offering

On December 6, 2002, Liberty announced the final results of its
previously announced rights offering.  Liberty issued
103,426,000 shares of Series A common stock for net proceeds of
approximately $618 million, net of expenses.
         
Liberty Media Corp.'s 4.000% bonds due 2029 are presently
trading at about 58 cents-on-the-dollar.


LTV CORP: Seeks Approval of $2.5 Million Settlement with Baker
--------------------------------------------------------------
LTV Steel Company, Inc., asks Judge Bodoh for his approval of a
compromise and settlement agreement (and to take the various
agreements that given effect to the settlement) between LTV
Steel and Baker Environmental, Inc., and entities related to
BEI.

In 1968, LTV Steel entered the steel business with its
acquisition of Jones & Laughlin Steel Corporation.  In 1978 and
1984, LTV Steel substantially expanded its steel operations with
the acquisition, first, of Youngstown Steel & Tube Company and,
thereafter, of Republic Steel Corporation.  In 1984, Jones &
Laughlin, into which YS&T previously had been merged, was merged
into and with Republic Steel to form LTV Steel.

One of the YS&T facilities that LTV Steel acquired was the
Indiana Harbor Works, which is located on the southern shore of
Lake Michigan in East Chicago, Indiana.  Before the facility was
sold to ISG in February 2002, LTV Steel operated an integrated
steel-making plant there.

Beginning in the early to mid-1970s, certain steel-making wastes
from the IHW were deposited in an on-site solid waste landfill
known as the Clark Landfill.  The Clark Landfill was located
next to an intake flume that provided process water for IHW from
Lake Michigan.  In 1989, as required by state regulations, LTV
Steel submitted an interim status permit application to the
Indiana Department of Environmental Management that allowed LTV
Steel to continue to operate the Clark Landfill under interim
status.  Ultimately, IDEM ordered LTV Steel to close the Clark
Landfill, which involved, among other things, preparing an IDEM-
approved closure plan for the Clark Landfill and re-grading
sections of the landfill to implement the closure plan.

BEI, a long-time provider of environmental consulting services
to LTV Steel (including environmental consulting, geotechnical
engineering, and landfill design), had been involved with the
Clark Landfill since 1993, when it had prepared a preliminary
grading plan for the Clark Landfill.  That plan indicated, in
general terms, where LTV Steel should place wastes at the site
to attempt to reduce the eventual costs of closure.

In 1996, BEI prepared a stability analysis of the Clark
Landfill, and in late 1996 and early 1997, BEI prepared closure
plans and related documents, including a re-grading plan for the
Clark Landfill.  The re-grading plan involved moving wastes
around the landfill to reshape its contours, which allowed LTV
Steel to close the landfill using an approved cover material.  
It also suggested that LTV Steel deposit newly generated wastes
in certain areas of the landfill to aid in the reshaping
process.

During the re-grading process, which began in the spring of
1997, a massive subsurface failure occurred at the Clark
Landfill.  The failure, which occurred in early August 1997,
resulted in partial closure of the intake flume and required LTV
Steel to take emergency remedial and other measures to ensure
that the water supply to the IHW was maintained.

Immediately after the failure, LTV Steel retained BEI and
another engineering company, GAI, to conduct a failure
investigation.  BEI and BAI ultimately prepared failure analysis
reports; in LTV Steel's view, those reports demonstrated that
certain improper engineering work by BEI on the stability
analysis, closure plan, and re-grading plan caused the failure
of the Clark Landfill.

After BEI and GAI had completed their failure analyses, LTV
Steel hired a firm with substantial geotechnical engineering
expertise in the Chicago area, STS Consultants, Ltd., to further
consult with LTV Steel on the cause of failure, as well as to
assist LTV Steel in determining how to remediated the landfill.  
Meanwhile, LTV Steel and BEI held discussions about the cause of
failure and agreed to exchange information relating to the re-
grading process, the failure and BEI's pre-failure work,
including its pre-failure stability analyses.

While the investigation by STS was underway, LTV Steel put a
payment hold on BEI's invoices for BEI's post-failure work, in
large part because the relevant contracts between BEI and LTV
Steel contained indemnity provisions whereby BEI was obligated
to indemnify LTV Steel for costs and damages caused by any work
by BEI that did not meet appropriate professional standards.

By order in February 2002, the IHW (including the Clark
Landfill) was sold to ISG in April 2002.  Because it is now the
owner of IHW, and therefore, the Clark Landfill, ISG now has the
responsibility for closing the Clark Landfill in a manner
approved by IDEM.

                 The BEI Litigation

In April 1998 BEI filed a lawsuit against LTV Steel in the
United States District Court for the Western District of
Pennsylvania seeking recovery of BEI's unpaid fees relating to
its failure investigation (an amount currently value in excess
of $300,000 including, potentially, interest).  LTV Steel filed
a counterclaim seeking indemnity from BEI for all increased
closure costs for the Clark Landfill, other damages such as
emergency response costs to stabilize the landfill and preserve
the water supply, engineering fees, and attorney's fees and
litigation costs.

Active litigation proceeded in the case starting in mid- to late
1998, and the case remains pending.  Fact discovery closed in
December 1999, and the parties filed various summary judgment
motions and also filed motions seeking to exclude testimony by
the other party's geotechnical engineering experts.  The
District Court largely denied the parties' summary judgment
motions and granted portions of the parties' motions to exclude
expert testimony.

During the course of the litigation, BEI's professional
liability insurer, Reliance Insurance Company, was placed in
receivership (and later liquidation) by the Pennsylvania
Department of Insurance.  At various stages during the
litigation, BEI asserted in meetings with LTV Steel and LTV
Steel's outside counsel that BEI did not have sufficient assets
to pay any significant judgment rendered against BEI and that,
if LTV Steel obtained any substantial judgment, BEI (a
subsidiary of Michael Baker Corporation) would be placed into
bankruptcy.  In early 2003, LTV Steel filed a new lawsuit
against MBC and another of its subsidiaries (a sister
corporation to BEI), Michael Baker Junior, Inc., in the District
Court.  LTV Steel alleged in that lawsuit that MBC and MBJ were
liable to LTV Steel as alter egos of BEI.  BEI filed a motion
to dismiss that action which remains pending.

                        The BEI Settlement

At various stages during the course of the litigation, LTV Steel
had settlement discussions or meetings with BEI, including a
full-day mediation involving the presiding judge.  At times,
those discussions occurred among counsel; at times, LTV Steel's
business people met directly with BEI's business people.  In
December 2002, the Court set a trial date for May 2003.  In
January, more active settlement discussions began to occur.  
During the course of these settlement discussions, BEI increased
its cash settlement position.  Ultimately BEI made an offer to
settle the litigation for $2.5 million, plus a release of BEI's
professional services fee claim.  On February 12, 2003, that
offer was accepted by LTV Steel conditioned upon approval of
the settlement by Judge Bodoh.

                         Best Interests

The applicable standards for approval of settlements are easily
met here.  Despite LTV Steel's firm belief in the merits of its
position in the litigation with BEI, LTV Steel's success in that
litigation cannot be assured, nor is it certain that any damages
award would exceed the settlement amount.  The issues presented
in the litigation are extremely complex and fact-intensive, and
BEI has mounted a vigorous and well-funded defense.  Indeed, the
extensive discovery (including expert reports) and voluminous
pleadings produced over the past 5 years shows the complexity of
the case and demonstrate the time and expense it would take to
try the case to a verdict - time and money LTV Steel simply does
not have, Heather Lennox, Esq., at Jones Day admits frankly.  In
addition, the settlement avoids the risk that any substantial
judgment against BEI would be largely uncollectible if BEI were
placed into bankruptcy, as BEI has repeatedly suggested would be
the case.

The settlement thus confers benefits on LTV Steel's estate.  
First, the settlement provides for a complete release of LTV
Steel from BEI's fee claim.  Second, the Settlement Agreement
liquidates the claims of LTV Steel and recovers for the benefit
of the estate $2.5 million without the need for further
litigation, and without further risk.  Third, the settlement
avoids the substantial cost of defending BEI's claims and
prosecuting LTV Steel's lawsuit against BEI; through trial,
those expenses were anticipated to be at least $750,000,
including expert fees.  In light of these benefits, the
interests of the creditors of LTV Steel's estate are well served
by this settlement. (LTV Bankruptcy News, Issue No. 46;
Bankruptcy Creditors' Service, Inc., 609/392-00900)


MAGELLAN HEALTH: Gets Interim Nod on E&Y's Retention as Advisors
----------------------------------------------------------------
Mark S. Demilio, the Magellan Health Debtors' Executive Vice
President and Chief Financial Officer, informs the Court that
throughout the pendency of their Chapter 11 cases, the Debtors
will require extensive assistance with respect to collecting,
analyzing presenting and reporting tax related and other
financial information.  The Debtors believe that Ernst & Young
LLP has a wealth of experience in providing various tax,
auditing and other related advisory services.  Moreover, E&Y is
well qualified to serve as the Debtors' tax advisors, auditors
and financial reporting consultant.  E&Y has been rendering
services to the Debtors since May 2002, and, as a consequence,
is extremely familiar with the Debtors' financial affairs and
has the necessary background to assist them in dealing
effectively with many of the their tax, auditing and financial
reporting needs and problems that may arise in the context of
these Chapter 11 cases.

The Debtors seek the Court's authority to employ E&Y as tax
advisors, auditors and financial reporting consultants in these
Chapter 11 cases.  E&Y is a large public accounting firm with
offices located around the United States.

Specifically, E&Y will provide these services to the Debtors:

    A. Tax Advisory Services:

       1. work with the Debtors to develop an understanding of
          the business objectives related to the Debtors'
          Chapter 11 filing, including understanding
          reorganization and restructuring alternatives the
          Debtors are evaluating with their existing bondholders
          or other creditors that may result in a change in the
          equity, capitalization and ownership of the shares in
          the Debtors or their assets;

       2. assistance and advice to the Debtors with respect to
          their bankruptcy restructuring objectives and post-
          bankruptcy operations by determining the preferred tax
          manner to achieve these objectives, including research
          and analysis of the Internal Revenue Code sections,
          treasury regulations, state taxes statutes and
          regulation, case law and other relevant tax authority
          which could be applied to business valuations and
          restructuring models;

       3. advisory services regarding availability, limitations,
          preservation and maximization of tax attributes, i.e.
          net operating losses, and alternative minimum tax
          credits, minimization of tax costs in connection with
          stock or asset sales, if any, assistance with tax
          issues arising in the ordinary course of business
          while in bankruptcy, i.e. ongoing assistance with a
          federal IRS examination and related issues raised by
          the IRS agent and the mitigation of officer liability
          issues, and, as needed, research, discussions and
          analysis of federal and state income and franchise tax
          issues arising during the bankruptcy period;
            
       4. assistance with resolving tax claims against the
          Debtors and obtaining refunds of reduced claims
          previously paid by the Debtors for various taxes,
          including federal and state income, franchise,
          payroll, sales and use, property, excise and business
          license taxes;

       5. assistance in assessing the validity of tax claims,
          including working with bankruptcy counsel to help
          determine priority;

       6. analysis of legal and other professional fees incurred
          during the bankruptcy period for purposes of advising
          on future deductibility of these costs;

       7. documentation of tax analysis, opinions,
          recommendations, conclusions and correspondence for
          any proposed restructuring alternative, bankruptcy tax
          issue and other tax matters; and

       8. as requested by the Debtors, provision of additional
          tax advisory services.

    B. Sarbanes-Oxley Advisory Services:

       1. provide certain documentation and project assistance
          to the Debtors relating to the pending requirements of
          Section 404 of the Sarbanes-Oxley Act of 2002;

       2. assist the Debtors in preparation of documentation of
          certain specific internal controls that are currently
          in place over financial reporting for selected
          significant accounts and processes of the Debtors;

       3. report any recommendations for improvements in
          controls identified in the course of the work; and

       4. provide reports to the Debtors that will outline
          financial processes and related findings and any
          recommendations resulting from the performance of the
          services.

    C. Unclaimed Property Services:

       1. assist the Debtors in managing all aspects of an
          unclaimed property examination of the Debtors' books
          and records currently being conducted on behalf of
          various states by Audit Services, Ltd.;

       2. perform an unclaimed property review of the Debtors'
          books and records for the years under examination to7
          identify and quantify potentially escheatable amounts
          to be used as a basis for potential settlement with
          ASL and the various states;

       3. advise the Debtors in developing a strategy to limit,
          manage and defend the examination and to mitigate the
          proposed assessment liability;

       4. assist the Debtors in closing the examination and
          reaching settlement with the states included in the
          examination;

       5. assist the Debtors in utilizing state amnesty programs
          when available;

       6. provide the Debtors with an Unclaimed Property
          Recommendations Report;

       7. conduct an in-office Unclaimed Property Reporting
          Policy and Procedure Seminar; and

       8. provide an Unclaimed Property Reporting Policy and
          Procedure Manual.

    D. Audit Services:

       1. audit and report on the consolidated financial
          statements of the Debtors for the year ended Sept. 30,
          2003, with an objective to express an opinion on the
          fairness of the presentation of the consolidated
          financial statements in conformity with accounting
          principles generally accepted in the United States;

       2. review the Debtors' unaudited quarterly information
          for each of the quarters ending March 31, 2003 and
          June 30, 2003 before the Debtors file their Form 10-Q;
          and

       3. audit and report on the financial statements and
          supplemental schedules of Magellan's Retirement
          Savings Plan, Cash Accumulation Plan, and Employee
          Stock Ownership Plan for the year ended December 31,
          2002 in accordance with the Department of Labor Rules
          and Regulations for reporting and disclosure under
          ERISA.

    E. Subsidiary Audit Services:  Audit and report on the
       financial statements of each of these subsidiaries of
       Magellan for the year ended December 31, 2002: Orion Life
       Insurance Company, Merit Health Insurance Corporation,
       Merit Behavioral Care Corporation of Iowa, Magellan
       Behavioral Health of Pennsylvania, Golden Isle Insurance
       Company, Ltd and Plymouth Insurance Company, Ltd., with
       an objective to express opinions on the fairness of the
       presentation of these financial statements in conformity
       with accounting principles generally accepted in the
       United States.

The customary hourly rates, subject to periodic adjustments,
charged by E&Y's personnel anticipated to be assigned to this
case are:

    A. For Audit Services, Sarbanes Oxley Advisory Services and
       Subsidiary Audit Services:

             Partners and Principals       $490 - 600
             Senior Managers                380 - 470
             Managers                       280 - 360
             Seniors                        190 - 260
             Staff                          140 - 170

    B. For Unclaimed Property Services:

             Partners and Principals       $520 - 660
             Senior Managers                460 - 490
             Managers                       370 - 430
             Seniors                        260 - 320
             Staff                          180 - 220

    C. For Tax Advisory Services:

             Partners and Principals       $520 - 750
             Senior Managers                460 - 490
             Managers                       370 - 430
             Seniors                        260 - 320
             Staff                          180 - 220

In addition, E&Y intends to use administrative and
paraprofessionals in aspects of the preparation of fee
applications.  These individuals' time will be charged at an
hourly rate of $50 to $75.

E&Y will seek reimbursement for reasonable and documented out-
of-pocket expenses incurred in connection with the services
rendered to the Debtors including the reasonable fees and
disbursements of E&Y's outside counsel, travel and lodging
expenses, word processing charges, messenger and duplicating
services, facsimile expenses, long distance telephone calls, and
other customary expenditures.

E&Y Partner Gerald E. Stone assures the Court that the firm does
not hold any interest adverse to the Debtors' estates and that
it is a "disinterested person" as the term is defined in Section
101(14) of the Bankruptcy Code.  However, Mr. Stone discloses
that E&Y provides services or in the past has provided services
in unrelated matters to:

    A. Attorneys for the Debtors Retained in this Case:
       Accenture, Inc.; Gleacher Partners LLP;
       PricewaterhouseCoopers;

    B. Affiliations of Directors and Officers: Continental
       Airlines, Inc.; Emory University, Inc.; Gemplus
       International; GMP Companies, Inc.; Independence Blue
       Cross; LTC Properties, Inc.; MMI Companies, Inc.; Oxford
       Health Partners, Inc.; Paradyne Networks, Inc.; Proquest
       Co.; Seagate Technology, Inc.; Texas Pacific Group, Inc.;
       Washington Mutual Bank, Inc.; Texas Pacific Group, Inc.;

    C. Other Business Affiliations of the Debtors' Directors and
       Officers: Lumenos, Inc.; Realmed Corporation;

    D. Secured Lender: Bank Polska Kasa Opicki S A; Credit
       Lyonnais; General Electric Capital Corp.; General RE New
       England Asset Mgt, Inc.; AIG Capital Partners, Inc.
       Allianz Insurance Company, Inc.; Allianz of America
       Corp.; Allsate Insurance Company, Inc.; Amer Skandia; AMR
       Corp.; Amsouth Bank of Alabama; Barclays Global
       Investors; Bisys Group, Inc.; Canada Life Assurance Co.,
       Inc.; CIBC Oppenheimer Funds; Connecticut General Life
       Insurance Company; Credit Suisse First Boston
       Corporation; Deutsche Bank; DLJ Merchant Bank Partner LP;
       Dresdner Kleinwort Wasserstein Securities LLC; Federated
       Investors, Inc.; Financial Guaranty Insurance Co.; Fortis
       Insurance Co.; Gerling Global Reinsurance Corporation;
       Goldman Sachs Group, Inc.; International Strategy &
       Investment, Inc.; JP Morgan; Janus Capital Management
       LLC; John Hancock Advisors; Lazard Freres & Co. LLC; Legg
       Mason; Liberty Mutual Insurance Co.; Lincoln National
       Life Insurance Co.; Marine Midland Bank; Met Life;
       Metropolitan Life Insurance Co.; Morgan Stanley Group;
       National Grange Mutual Insurance Co., Inc.; New York
       Life Insurance Co., Inc.; Northern Trust Co.; Ohio
       National Financial Services; Oryx Capital International,
       Inc.; Pacific Life Insurance Co., Inc.; Safeco Corp.;
       Salomon Bros.; SEI Investment Co.; State Farm Mutual
       Automobile, Inc.; Sun America Investments, Inc.; Teachers
       Insurance and Annuity Association; The Dreyfus Corp.;
       Triad Guaranty Insurance Corp.; USB AG; Van Kempen; Wells
       Fargo Bank; Western & S0outhern Life Insurance Co.;
       Western Asset Management;

    E. Indenture Trustees: HSBC Bank USA;

    F. 30 Largest Unsecured Lenders: AT & T; Blue Cross Blue
       Shield of Vermont; Empire Co., Inc.; Independence Blue
       Cross; Internal Revenue Service Dept. of Treasury;
       Peninsula Regional Medical Center, Inc.; State of
       Delaware;

    G. Other Significant Parties-in-Interest: Blue Cross Blue
       Shield of Texas; Butler Memorial Hospital; Choice
       Behavioural Health; Epotec, Inc.; UBS AG; Wachovia Bank
       NA; Baker Donelson, Bearman & Caldwell; Bass, Berry &
       Sims; Bonne, Bridges, Mueller, O'Keefe & Nichols; Brobeck
       Phleger; Brown Rudnick Feed & Gesmern; Buchanan Ingersoll
       Professional Corp.; Dickstein, Shapiro, Morin & Oshimsky;
       Edwards & Angell; Fulbright & Jaworski, Greenberg,
       Blusker, Fields, Claman, Machtinger & Kinsella;
       Greenberg, Traurig, Hoffman, Lipoff, & Rose; Holland &
       Hart LLP; Hunton & Williams; Jones, Walker, Waechter,
       Poitevant, Carrere& Denegre; Kelley Drye & Warren; King &
       Spalding; Latham & Watkins; McCarter & English LLP;
       Proskauer Rose LLP; Sidley Austin Brown & Wood;
       Torkildson, Katz, Jossem, Fonsecca, Jeffe, Moore &
       Herterington; and

    H. Parties to Debtors' Significant Executory Contract and
       Leases: Aetna Life Insurance, Co.; Arden Realty, Inc.;
       ATAPCO Securities; Equitable, Life Assurance Society;
       Gateway, Inc.; Illinois State Medical Inter-Insurance;
       Massachusetts Mutual Life Insurance Co.; R & R Realty
       Co.; Regence Blue Shield; Tenet Healthcare Corporation;
       Trizechahn Gateway LLC; WBE Westech 360 LP

Mr. Stone notes that E&Y is a large company and may represent or
may have represented certain of the Debtors' creditors or equity
holders or other parties-in-interest in matters unrelated to
these cases.  E&Y will supplement its disclosure to the Court as
new facts and circumstances arise.  Other than with its own
partners and employees, E&Y has agreed not to share with any
person or firm the compensation to be paid for professional
services rendered in connection with these cases.

Mr. Demilio contends that E&Y's services as tax advisors,
auditors and financial reporting consultants are necessary to
enable the Debtors to execute their duties as debtors and
debtors-in-possession.

                           *     *     *

Judge Beatty approves the application on an interim basis.  The
final hearing on the Debtors' application is scheduled on
April 3, 2003 if any objections are timely received on March 31,
2003. (Magellan Bankruptcy News, Issue No. 3: Bankruptcy
Creditors' Service, Inc., 609/392-0900)  

DebtTraders reports that Magellan Health Services' 9.375% bonds
due 2007 (MGL07USA1) are trading at 83.5 cents-on-the-dollar.
See http://www.debttraders.com/price.cfm?dt_sec_ticker=MGL07USA1
for real-time bond pricing.  


MED DIVERSIFIED: Trestle Unit Hires First Securities as Banker
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of New York
gave its nod of approval to Trestle Corp., to employ First
Securities USA, Inc., as investment bankers.  

Trestle Corp., along with Med Diversified, Inc., and its debtor-
affiliates relate that prior to the inception of their chapter
11 cases, the sale of all or substantially all of the assets of
Trestle was contemplated by Trestle's management.

Trestle is a leading medical solutions company that produces a
suite of integrated telemedicine products, including an
Internet-enabled microscope.  The Debtors point out that
continuing operations of Trestle under bankruptcy protection
will decrease the value of the assets to the estate. Since
Trestle's customers seek a long-term technology partner,
Trestle's new sales funnels have been negatively impacted by the
uncertainty of the bankruptcy outcome.

Additionally, the Debtors report that Trestle's business will
require outside funding in the next six months. A sale of
substantially all of Trestle's assets or stock will reassure
potential customers, provide a vehicle for funding, and will
generate funds for distribution to Trestle's estate.

The Debtors want to employ First Securities to provide
investment banking and financial advisory services for a term of
6 months to:

     a) advise and assist in developing a general strategy for
        accomplishing a sale transaction;

     b) advise and assist in identifying potential acquirers.
        FSU will, on behalf of Trestle, contact such potential
        acquirers as Trestle may designate to determine
        preliminary interest;

     c) assist in preparing a confidential memorandum, for
        distribution to potential acquirers, describing Trestle
        and its business, operations, properties, financial
        condition and prospects; and

     d) advise and assist Trestle in the course of its
        negotiation of a transaction with potential acquirers.

First Securities is an investment banking and financial advisory
firm that has extensive experience and knowledge in the field of
investment banking services, valuation analyses and business
plans, and sale services.

The Trestle transaction will be led by Shelly Singhal.
Additional team members include Jon Buttles and Matthew McGovern
who also have extensive experience in the middle market.

Trestle will pay to First Securities an initial non-refundable
retainer of $15,000 cash. In addition, First Securities will be
entitled to a commission based upon the gross amount of money
raised through the sale:

     -- 10% of the first $3,000,000; and

     -- 5% of any amount exceeding $3,000,000.

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.


MEDISOLUTION: Brings-In Regent Beaudet as New Board Member
----------------------------------------------------------
MediSolution Ltd. (MSH:TSX) announced the appointment of Dr.
Regent L. Beaudet to its Board of Directors.

A native of Quebec, Dr. Beaudet was a member of the Quebec
National Assembly from 1994-1997 as the official opposition
critic in matters relating to medicine and technology.

He has served on the Board of Directors of several healthcare,
professional and business organizations in Quebec and has also
published several scientific papers related to the healthcare
industry.

Dr. Beaudet obtained his medical degree from the University of
Montreal in 1965 and has had a distinguished career as a doctor
at several Montreal area hospitals including Hotel-Dieu and
Notre-Dame.

"We are very pleased to welcome Dr. Beaudet to our Board of
Directors," says Allan D. Lin, President and CEO of
MediSolution. "The depth and breadth of his healthcare
experience, his professional and business affiliations and his
background in government are all tremendous assets to our
company."

MediSolution Ltd. is a leading Canadian healthcare information
technology company with offices in Canada and the United States.
The company markets a comprehensive suite of information systems
and professional services to the healthcare industry.  More
information about MediSolution is available at
http://www.medisolution.com

As of September 30, 2002, Medisolution reported a total
shareholders' equity deficit of about C$4.6 million while total
working capital deficit tops C$11.1 million.


NAT'L CENTURY: Bank One Seeks Appointment to NPF Subcommittee
-------------------------------------------------------------
Bank One, N.A., as Indenture Trustee of NPF XII, asks the Court
to instruct the U.S. Trustee to appoint Bank One on an ex
officio basis to the Official NPF XII Subcommittee.

David W. Alexander, Esq., at Squire, Sanders & Dempsey, in
Columbus, Ohio, relates that Bank One, N.A., is the Indenture
Trustee for approximately $2,000,000,000 in notes NPF XII
issued.

To recall, on January 8, 2003, the U.S. Trustee appointed an
Official NPF XII Subcommittee within the Official Creditors'
Committee in National Century Financial Enterprises, Inc.'s
Chapter 11 cases.  Currently, the Subcommittee consists of three
individual noteholders of NPF XII.

Mr. Alexander tells the Court that Bank One has asked the U.S.
Trustee appoint it to the NPF XII Subcommittee.  However, the
U.S. Trustee has not acted on Bank One's request.  Therefore,
Bank One is seeking the Court's assistance.

Mr. Alexander contends that Bank One's request is warranted on
the grounds that:

    (1) appointment of indenture trustees to creditors'
        committees is common and proper;

    (2) appointment of Bank One to the NPF XII Subcommittee is
        consistent with the parties' expectations and desires at
        the time of the formation of the Subcommittees in this
        case; and

    (3) appointment of Bank One to the NPF XII Subcommittee will
        further the purpose of that Subcommittee and contribute
        to the efficient resolution of these proceedings.

"It is not at all uncommon for an indenture trustee to serve as
a member of a creditors' committee or subcommittee," Mr.
Alexander points out.  In addition to being common practice,
courts faced with the issue have held specifically that the
Bankruptcy Code expressly allows indenture trustees to serve on
creditors' committees.

In the present case, Bank One seeks appointment to the NPF XII
Subcommittee on an ex officio basis.  A court in this District
previously has held that, by serving as a non-voting member of a
committee, the indenture trustee alleviates any potential
"conflict of interest between its fiduciary duties to the
debenture holders and its fiduciary duty as a committee member."

Thus, Mr. Alexander asserts, Bank One is an ideal candidate for
service as a non-voting member on the NPF XII Subcommittee.  
Bank One will be able to represent the needs and interests of
the entire noteholder body while lending influence and
neutrality to committee discussions.  Furthermore,
representatives of NPF VI and NPF XII anticipated Bank One's
addition to the NPF XII Subcommittee in particular "to enable
the Subcommittee to state authoritatively that it represents the
views of the holders of a majority of the NPF XII Notes."

In fact, Mr. Alexander says, the anticipated presence of the
Indenture Trustees on the Subcommittees was further reiterated
in the Motion to the Court requesting appointment of the
Subcommittees.

Pursuant to the Master Indenture under which Bank One operates,
Mr. Alexander assures the Court that Bank One is required to use
the same degree of care and exercise, as a prudent person would
exercise, in conducting the affairs of the noteholders following
an event of default by NPF XII.

As NPF XII currently is in default, Bank One expects and intends
to remain actively involved in protecting the rights and
interests of the noteholders.  One means by which that
commitment can be appropriately fulfilled is through Bank One as
Indenture Trustee's service in an official capacity on the NPF
XII Subcommittee, including in an ex officio basis.

The Master Indenture also limits an individual noteholder's
ability to exercise rights and remedies while contemplating that
Bank One will exercise the rights and remedies in a collective
fashion.  Hence, Bank One's presence on the NPF XII Subcommittee
will facilitate decision-making and consensus within the
Subcommittee.

Ultimately, Mr. Alexander emphasizes, adding Bank One as
Indenture Trustee to the NPF XII Subcommittee can only further
the goal of that Subcommittee to fully and adequately represent
the needs and wishes of the NPF XII noteholders. (National
Century Bankruptcy News, Issue No. 12; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


NAVISITE INC.: Enterprise Customer Renewal Rate Up by 30%
---------------------------------------------------------
NaviSite, Inc. (Nasdaq: NAVI), a leading provider of Application
and Infrastructure Management Services, announced a 30 percent
increase in its enterprise customer renewal rate for the three
months ending January 31, 2003, versus the same period last
year. The company renewed managed services contracts with
significant enterprise customers including; Mitsubishi, XM
Satellite Radio, Lippincott, Williams & Wilkins and Kluwer
Academic (two major business units of multi-national
professional journal publisher, Wolters-Kluwer).

NaviSite has also focused on securing on-going commitments from
several mid-sized enterprise customers such as; Burton
Snowboards, Dresser-Rand Company, ByAllAccounts (a State Street-
backed financial relationship company), element K (a Ziff-Davis
spin-off in corporate e-learning), Nextmark, (a direct marketing
software and services firm) and the Massachusetts Institute of
Technology's renowned magazine of innovation, Technology Review.

"We are excited to see the market validate our direction and
customers put their trust in our people," said Arthur Becker,
NaviSite CEO. "Our industry is still going through tremendous
shifts and changes, and NaviSite has made some bold moves. Our
customers are showing us they like what we're doing and where
we're going. That's how a company takes the lead position."

"This is a big change from just a few months ago," said Will
O'Keeffe, NaviSite Director of Customer Relationship Management.
"Customers were so unsure of the future, many of them opted to
bring their operations in-house; even if it didn't make
financial and operational sense."

"Our customers have told us candidly they are happy to see
someone take the lead in the Application Management and
Infrastructure Services industry. Customers are expressing an
interest in these additional services now that NaviSite has
increased its portfolio of Application Management Services with
the recent acquisitions of CBT and Avasta."

NaviSite's transition to a single customer support organization
from CBT was completed in mid-January and offers single point of
contact for pro-active as well as responsive customer care.

"We are well positioned to succeed in this new era as a Service
Company," Becker emphasized. " We have smart, dedicated people,
who are focused on the customer, coupled with proven processes
and excellent technology to support them. That is why we are the
choice of so many customers and the envy of so many
competitors."

                About NaviSite, Inc.

NaviSite is a Service Company providing Application and
Infrastructure Management Services for online operations of mid-
sized enterprises, business units of larger companies and
government agencies. With a world-class group of experienced
professionals, NaviSite delivers excellence through a flexible,
customizable suite of engineered solutions. NaviSite balances
service-centric people and process with cost effective,
innovative technology in areas such as Managed Applications,
Application Development, Hosting, Security and Infrastructure.

NaviSite, whose October 31, 2002 balance sheet shows a total
shareholders' equity deficit of about $744,000, is headquartered
at 400 Minuteman Road, Andover, MA 01810 and is majority-owned
by ClearBlue Atlantic, LLC, an affiliate of ClearBlue
Technologies Inc.


NETIA HOLDINGS: Redeems Senior Secured Notes for EUR49.8 Million
----------------------------------------------------------------
Netia Holdings S.A. (WSE: NET, NET2) (Sec 304 Bankr S.D. New
York, Case No. 02-10744), Poland's largest alternative provider
of fixed-line telecommunications services, announced that
pursuant to the redemption notice published in the European
edition of the Financial Times on February 21, 2003, the
redemption of 49,837 outstanding Senior Secured Notes due 2008
in an aggregate principal amount of EUR 49.8m took place on
March 24, 2003.

Upon the redemption of the Notes, Netia does not have any
substantial long-term liabilities under any notes.


NEXTCARD: S&P Puts Certain Subprime Credit Card Ratings on Watch
----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on all
uninsured privately rated classes of certain credit card master
trusts on CreditWatch with negative implications.

The CreditWatch placements reflect recent regulatory actions and
events surrounding NextBank N.A. and First Consumers National
Bank. In particular, the closing of account lines, and
subsequent deterioration in master trust collateral performance,
is the primary catalyst responsible for prompting the review of
these transactions.

Standard & Poor's review focuses on the purchase rate
assumptions utilized in modeling cash flows for certain subprime
bank credit card securitizations experiencing receivable charge-
off rates in excess of 10% that have been issued by non-
investment-grade and unrated banks.

In July 2002, the Federal Deposit Insurance Corp., as receiver
for NextBank, closed the open credit lines associated with
accounts with receivable balances supporting the NextCard Credit
Card Master Note Trust. Additionally, the OCC directed FCNB to
shut down its bankcard accounts on or before April 1, 2003. The
closing of accounts reduces purchase rates to zero.

When rating credit card backed securitizations, cash flow models
are used to measure the impact of deterioration in portfolio
performance. Expected portfolio performance is stressed with
increasing severity for higher ratings. Portfolio yield, charge-
off, payment, and purchase rates are stressed simultaneously.
Although stressed case portfolio purchase rates are assumed to
be dramatically lower, the scenario where all accounts would be
closed regardless of individual account profitability or
delinquency status was not considered to be a realistic
possibility. Based on recent regulatory actions, Standard &
Poor's is reviewing purchase rate modeling assumptions applied
to securities backed by subprime bankcard receivables
originated, transferred, and serviced by banks that have
unsecured senior credit ratings below investment-grade, or are
un-rated by Standard & Poor's.

The ratings assigned to classes in the series issued out of the
Metris Master Trust, which remain on CreditWatch negative
because of performance-related issues, meet the above referenced
selection criteria. Consequently, they will be included in this
review as well.

In total, Standard & Poor's review will encompass the uninsured
ratings of 38 publicly and privately rated classes across 22
series issued out of two separate master trusts. There are 19
insured series issued from five separate master trusts that
would have also met the criteria addressed above; but because
these outstanding ratings benefit from a monoline bond insurance
policy, the 'AAA' rated securities are not included here.
Additionally, the CreditWatch placement today does not include
retailer receivables in rated private label trusts since the
purchase rate assumptions utilized in those deals are generally
modeled at zero percent.

The inability of the FDIC, which was appointed by the OCC as
receiver for NextBank, and in a separate case, First Consumers
National Bank (as seller/servicer for the First Consumers Master
Trust transactions), to sell their respective credit card
portfolios, ultimately contributed to the decision to shutdown
the open-to-buy associated with the underlying accounts in the
NextCard Credit Card Master Note Trust and the First Consumers
Master Trust. The utility associated with the NextCard portfolio
was closed by the FDIC as the ABS transactions breached their
performance base rate triggers, causing all cash flow after
transaction expenses to be used to pay down the rated notes,
making it unavailable to fund new purchases made by obligors.

As the NextCard transactions continue to amortize, the closing
of account utility has had a negative effect on trust
performance and is expected to similarly impact the performance
of the First Consumers Master Trust, as the series begin to pay
down in April 2003 after breaching their base rate triggers in
March 2003.

FCNB received instructions, on Feb. 14, 2003, from the OCC
outlining a plan to liquidate its bankcard portfolios. The plan
included a number of steps, which included: notifying the
trustee for each of its series that it is required to either be
replaced by a successor servicer or resign as servicer; stop
accepting new credit card applications and stop granting credit       
line increases to any existing credit card accounts; and notify
its existing cardholders that FCNB would not accept any new
charges on accounts after March 31, 2003 (FCNB discontinued the
charging privileges on the accounts as of March 7, 2003).

Eliminating the cardholders' ability to use the cards for
purchases and cash advances has likely reduced the incentive to
repay the loan to keep the credit line open, leading to higher
charge-offs. Deterioration of NextCard performance has also been
driven by the adverse selection from reduced payment collections
and fewer creditworthy obligors remaining in the pool. A
slowdown in obligor repayments will likely extend the ultimate
repayment period of the ABS transactions, increase the loan loss
exposure period, and increase loss rates on a percentage basis.

The ratings on all transactions will remain on CreditWatch with
negative implications until Standard & Poor's has concluded its
evaluation of its current rating criteria and has determined the
effect of any adjustments on the existing ratings.

            RATINGS CURRENTLY ON CREDITWATCH NEGATIVE

            NextCard Credit Card Master Note Trust
            Asset-backed notes series 2000-1

                  Class   Rating
                  A       BBB+/Watch Neg
                  B       B/Watch Neg
                  C       CCC/Watch Neg
                  D       CCC-/Watch Neg

            NextCard Credit Card Master Note Trust
            Asset-backed notes series 2001-1

                  Class   Rating
                  A       BBB+/Watch Neg
                  B       B/Watch Neg
                  C       CCC/Watch Neg
                  D       CCC-/Watch Neg

               First Consumers Master Trust
                       Series 1999-A

                  Class   Rating
                  A       BBB+/Watch Neg
                  B       BB-/Watch Neg

         First Consumers Credit Card Master Note Trust
                       Series 2001-A

                  Class   Rating
                  A       BBB+/Watch Neg
                  B       BB/Watch Neg
                  C       BB/Watch Neg

                       Metris Master Trust
                        Series 2000-1

                  Class   Rating
                  A       AA-/Watch Neg
                  B       BBB+/Watch Neg

                       Metris Master Trust
                        Series 2000-2

                  Class   Rating
                  A       AA-/Watch Neg
                  B       BBB+/Watch Neg

                        Metris Master Trust
                         Series 2000-3

                  Class   Rating
                  A       AA-/Watch Neg
                  B       BBB+/Watch Neg

                        Metris Master Trust
                         Series 2001-1

                  Class   Rating
                  A       AA-/Watch Neg
                  B       BBB+/Watch Neg

                        Metris Master Trust
                         Series 2001-2

                  Class   Rating
                  A       AA-/Watch Neg
                  B       BBB+/Watch Neg

                        Metris Master Trust
                         Series 2001-3

                  Class   Rating
                  A       AA-/Watch Neg
                  B       BBB+/Watch Neg

                        Metris Master Trust
                         Series 2001-4

                  Class   Rating
                  A       AA-/Watch Neg
                  B       BBB+/Watch Neg

                        Metris Master Trust
                         Series 2002-1

                  Class   Rating
                  A       AA-/Watch Neg
                  B       BBB+/Watch Neg

                        Metris Master Trust
                         Series 2002-2

                  Class   Rating
                  A       AA-/Watch Neg
                  B       BBB+/Watch Neg

                        Metris Secured Note Trust
                         Series 2000-1

                  Class   Rating
                  Notes   BB/Watch Neg

                        Metris Secured Note Trust
                         Series 2000-2

                  Class   Rating
                  Notes   BB/Watch Neg

                        Metris Secured Note Trust
                         Series 2000-3

                  Class   Rating
                  Notes   BB/Watch Neg

                        Metris Secured Note Trust
                         Series 2001-1

                  Class   Rating
                  Notes   BB/Watch Neg

                        Metris Secured Note Trust
                         Series 2001-2

                  Class   Rating
                  Notes   BB/Watch Neg

                        Metris Secured Note Trust
                         Series 2001-3

                  Class   Rating
                  Notes   BB/Watch Neg

                        Metris Secured Note Trust
                         Series 2001-4

                  Class   Rating
                  Notes   BB/Watch Neg

                        Metris Secured Note Trust
                         Series 2002-1

                  Class   Rating
                  Notes   BB/Watch Neg

                        Metris Secured Note Trust
                         Series 2002-2

                  Class   Rating
                  Notes   BB/Watch Neg


NTELOS INC: Retaining UBS Warburg to Render Financial Advice
------------------------------------------------------------
NTELOS, Inc., and its debtor-affiliates ask for approval from
the U.S. Bankruptcy Court for the Eastern District Virginia to
employ UBS Warburg LLC as their Financial Advisor.

UBS Warburg will provide the Debtors financial and market
related advisory services, including:

     a) advising and assisting the Debtors in analyzing,
        structuring and negotiating the financial aspects of any
        restructuring transaction;

     b) assisting the Debtors in soliciting tenders and consents
        in connection with any restructuring transaction;

     c) advising and assisting the Debtors in analyzing any
        potential Welsh Carson Financing, and if the Company
        determines to pursue a Welsh Carson Financing, advising
        and assisting the Company in negotiating the financial
        aspects of such financing; and

     d) if requested by the Company, in connection with any
        transaction in which Welsh Carson purchases for cash new
        securities of the Company and exchanges outstanding
        securities of the Company for new securities of the
        Company, UBS Warburg also will undertake a study to
        enable it to render an opinion with respect to the
        fairness, from a financial point of view, to the Debtors  
        of the consideration  to be received from Welsh Carson
        in such proposed transaction.

The Debtors will pay UBS Warburg with non-refundable fees in
cash:

     a) a monthly cash Advisory Fee of $160,000; and

     b) Opinion Fee of $1,250,000.

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


OAKWOOD HOMES: Taps Andrew Davidson as Valuation Consultant
-----------------------------------------------------------
Oakwood Homes Corporation and its debtor-affiliates ask for
approval from the U.S. Bankruptcy Court for the District of
Delaware to retain and employ Andrew Davidson & Co. as valuation
consultants, nunc pro tunc to February 6, 2003.

The Debtors tell the Court that they are familiar with Andrew
Davidson professional standing and reputation.  Andrew Davidson
has extensive background and experience in valuation and
analysis of complex securities, in particular, derivative
mortgage-backed securities.

On September 17, 2002, Andrew Davidson was engaged to provide
valuation consulting services to the Debtors specifically
regarding the B-2 REMIC Guarantees. As a result of recently
providing these services, Andrew Davidson has developed and
maintains a great deal of institutional knowledge regarding the
Debtors' operations, finances and systems.

Andrew Davidson will provide valuation consulting services,
including:

     -- estimation of prepayment and loss forecasts of
        collateral for securitizations;

     -- estimation of cashflows on guarantees associated with
        securitizations;

     -- estimation of other cashflows related to securitization;

     -- valuation of cashflows and instruments associated with
        securitizations.

The customary hourly rates that Andrew Davidson charges are:

          Andrew Davidson           $600 per hour
          Senior Consultant         $450 per hour
          Technical Consultant      $350 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.


OWOSSO: January Working Capital Deficit Tops $5.3 Million
---------------------------------------------------------
Owosso Corporation has historically operated in four business
segments: Motors, Coils, Agricultural Equipment and Other.  The
Company presently has one operating subsidiary, Stature
Electric, Inc., representing the Company's historical Motors
segment. Stature is a custom designer and manufacturer of motors
and gear motors both AC and DC, established in 1974 in
Watertown, New York. Significant markets for  Stature, or the
Motors segment, include commercial products and equipment,
healthcare, recreation and non-automotive transportation. The
products are sold throughout North America and in Europe,
primarily to original equipment manufacturers who use them in
their end products.

The Company completed the sale of all of the outstanding stock
of Motor Products - Owosso Corporation and Motor Products - Ohio
Corporation, manufacturers of fractional and integral horsepower
motors, on July 30, 2002.

The Company has experienced a significant downturn in its
operating results over the past three years and at the end of
fiscal 2000, was out of compliance with covenants under its bank
credit facility. In February 2001, the Company entered into an
amendment to its bank credit facility agreement, wherein the
lenders agreed to forbear from exercising their rights and
remedies under the facility in connection with such     non-
compliance until February 15, 2002, at which time the facility
was to mature. In addition, this amendment to the bank credit
facility required reductions in the outstanding balance under
the facility during calendar 2001 and modified the interest
rates charged. The amendment also required additional  
collateral, effectively all of the assets of the Company, and
conditional reporting requirements as well as the addition of a
covenant requiring minimum operating profits. The amendment also
required the suspension of principal and interest payments on
subordinated debt, with an aggregate outstanding balance of $2.1
million as of October 28, 2001. Furthermore, the amendment to
the facility prohibits the payment of preferred or common stock
dividends and prohibits the Company from purchasing its stock.

Beginning in August 2001, the Company was out of compliance with
its minimum operating profit covenant. In February 2002, the
Company entered into a further amendment to the facility, which
extended the maturity date to December 31, 2002, required
further reductions in the outstanding balance under the
facility, based on expected future asset sales, increased the
interest rate charged and replaced the minimum operating profit
covenant with a minimum EBITDA covenant. In December 2002, the
Company entered into a further amendment to the facility, which
extends the maturity date to December 31, 2003. This amendment
requires further reductions in the outstanding balance under the
facility, based on expected future asset sales and cash flow
generated from operations, and extended and adjusted the minimum
EBITDA covenant for 2003. Borrowings under the facility are
charged interest at the Prime Rate plus 2.75% (7.0% at January
26, 2003).

Owosso's management intends to dispose of, or liquidate,
additional non-operating assets during fiscal 2003, including
real estate at the Company's former Cramer and Snowmax
subsidiaries and various notes receivable that arose from
previous asset divestitures. Proceeds from these sales and
collections, which are expected to be between $1.5 and $2.5
million net of taxes, and an anticipated tax refund of
approximately $1.2 million will be utilized to further reduce
amounts outstanding under the Company's bank credit facility.
Management believes that along with the sale of assets, the tax
refund, available cash and cash equivalents, cash flows from
operations and available borrowings under the Company's bank
credit facility will be sufficient to fund the Company's
operating activities, investing activities and debt maturities
for fiscal 2003.

The Company's management further believes that the Company will
be unable to remain in compliance with its bank covenant
requirements throughout fiscal 2003. As a result, management has
entered into negotiations with the Company's lenders to further
modify the minimum EBITDA covenant. It is management's intent to     
refinance the Company's bank credit facility prior to its
maturity in December 2003. However, there can be no assurance
that management's plans will be successfully executed.

The Company's recurring losses from operations, working capital
deficiency, potential default under the terms of its bank credit
facility and inability to comply with debt and other bank
covenants raise substantial doubt about the Company's ability to
continue as a going concern.

Net sales for the first quarter of 2003 decreased 48.9%, or $4.4
million, to $4.6 million, as compared to net sales of $9.0
million in the prior year quarter, primarily as a result of the
sale of Motor Products. Sales for the prior year quarter
excluding Motor Products were $4.7 million.

For the first quarter of 2003, the Company reported a loss from
operations of $82,000 as compared to a loss from operations of
$1.1 million in the prior year first quarter. These results
reflect the sale of Motor Products, a reduction in corporate
expenses from the closing of the corporate office, discontinued
amortization of goodwill and a reduction in depreciation
expense. Loss from operations for the prior year quarter
excluding Motor Products was $689,000. The closing of the
corporate office resulted in a decrease in selling, general and
administrative costs from $807,000 in the first quarter of 2002,
to $338,000 in the first quarter of 2003.

Net loss was $575,000 in the first quarter of 2003, as compared
to a net loss of $1.9 million in the prior year quarter.  Net
loss excluding Motor Products for the prior year quarter was
$1.3 million.

               Liquidity and Capital Resources

Cash and cash equivalents were $94,000 at January 26, 2003. The
Company had negative working capital of $5.3 million at January
26, 2003, as compared to negative working capital of $5.4
million at October 27, 2002. Net cash provided by operating
activities of continuing operations was $147,000, as compared to
net cash provided by operating activities from continuing
operations of $167,000 in the prior year quarter.


PAXSON COMMS: Low-B Rated TV Operator Reports Q4 & 2002 Results
---------------------------------------------------------------
Paxson Communications Corporation (AMEX:PAX), the owner and
operator of the nation's largest broadcast television station
group and the PAX TV network  reaching 88% of U.S. households
(94 million households), reported its unaudited financial
results for the three months and the year ended December 31,
2002. Gross revenues for the fourth quarter of 2002 increased
10.7% to $85.4 million compared to $77.1 million for the fourth
quarter of 2001. Gross revenues for the year ended December 31,
2002 increased 4.2% to $321.9 million compared to $308.8 million
for the year ended December 31, 2001. The Company's EBITDA (as
defined later in this press release) for the fourth quarter of
2002 increased 5.3% to $7.4 million compared to $7.0 million for
the fourth quarter of 2001. The Company's EBITDA for the year
ended December 31, 2002 decreased to $17.0 million from $18.1
million for the year ended December 31, 2001.

The Company also announced that, as further described in this
press release, it will be restating its quarterly financial
results for 2002 in order to correct an accounting matter with
respect to non-cash deferred tax adjustments resulting from the
Company's adoption of SFAS No. 142, "Goodwill and Other
Intangible Assets."

                   Company Highlights:

-- The Company has closed on or has pending transactions which
will complete its plan to raise $100 million in cash. The
Company has received $61 million in proceeds to date, consisting
of $26 million received in the fourth quarter of 2002 from the
sale of its television station WPXB-TV serving the Merrimack, NH
market and $35 million received in the first quarter of 2003
from the sale of its television station KPXF-TV, serving the
Fresno, California market.

-- In April 2003, the Company expects to close on the sale of
its television stations WMPX-TV, serving the Portland-Auburn,
Maine market and WPXO-TV, serving the St. Croix, USVI market,
which have already received FCC approval, for $10 million as
well as to close on the sale of its partnership interest in
WWDP-TV serving the Norwell, Massachusetts market, netting an
additional $15 million.

-- The Company has also signed an agreement to sell its
television station KAPX-TV, serving the Albuquerque, New Mexico
market, to Telefutura, a wholly owned subsidiary of Univision
Communications Inc., for $20 million.

Gross revenues for the fourth quarter of 2002 increased 10.7% to
$85.4 million, compared to $77.1 million for the fourth quarter
of 2001. Gross revenues for the year ended December 31, 2002
were $321.9 million, an increase of 4.2% over the prior year.
Net revenues for the fourth quarter of 2002 increased 10.5% to
$73.3 million compared to $66.3 million for the fourth quarter
of 2001. Net revenues for the twelve months ended December 31,
2002 increased 4.4% to $276.9 million compared to $265.3 million
for the twelve months ended December 31, 2001. The Company's
revenue improvements for the three and twelve-month periods
primarily reflect the strength of television station local and
national spot revenues during the periods.

The Company's EBITDA improved 5.3% to $7.4 million for the
fourth quarter of 2002 compared to $7.0 million for the fourth
quarter of 2001. The Company's EBITDA decreased to $17.0 million
for the year ended December 31, 2002, from $18.1 million for the
year ended December 31, 2001. The Company's operating loss was
$52.6 million for the fourth quarter of 2002 compared to $21.0
million for the fourth quarter of 2001. The Company's operating
loss was $92.8 million for the year ended December 31, 2002,
compared to $157.7 million for the year ended December 31, 2001.

The net loss attributable to common stockholders for the fourth
quarter of 2002 was $75.3 million or $1.16 per share compared to
a net loss of $71.3 million or $1.10 per share for the fourth
quarter of 2001. The net loss attributable to common
stockholders for the year ended December 31, 2002 was $414.0
million or $6.38 per share compared to $350.4 million or $5.43
per share for the year ended December 31, 2001. During the
fourth quarter of 2002, the company recorded an adjustment of
programming to net realizable value of $38.4 million and a
restructuring charge of $2.6 million. These charges relate to
the Company's modification of its programming schedule to
increase the number of hours available to long-form programming
on the PAX TV network as well as the restructuring of certain of
the Company's business operations.

Paxson's Chairman and Chief Executive Officer Lowell "Bud"
Paxson commented, "With the recent announcement of the sale of
our television station serving the Albuquerque, New Mexico
market for $20 million, we have met our goal of raising over
$100 million in cash. We have received $61 million in cash
proceeds so far and we expect to receive an additional $45
million of cash upon the completion of the sale in early April
of our Portland, Maine, St. Croix, and Albuquerque stations and
our partnership interest in WWDP which serves the Norwell,
Massachusetts market. Based on our operating performance to date
for the first quarter, we are pleased with the direction of our
operating plan for 2003. With the completion of our liquidity
plan combined with our operating plan to achieve breakeven free
cash flow during 2003, we currently expect to end 2003 with cash
balances in excess of $100 million."

Commenting on the outlook for the first quarter, Paxson's Chief
Financial Officer Tom Severson said, "We currently expect our
revenues for the first quarter of 2003 to be relatively flat
compared to the first quarter of 2002. We expect our first
quarter EBITDA to be in the $14-$16 million range, which at the
mid-point of our guidance, would be an EBITDA improvement of
100% over last year's first quarter EBITDA of $7.5 million. We
are not giving full year 2003 revenue or EBITDA guidance at this
time; however, we are well positioned for EBITDA growth in 2003
and we are committed to achieving breakeven free cash flow for
the year."

                  Balance Sheet Analysis:

The Company's cash and short-term investments increased during
the fourth quarter by $1.3 million to $42.8 million as of
December 31, 2002. The quarter's increase in cash and short-term
investments primarily resulted from proceeds from the sale of
the Company's Merrimack, NH television station offset by cash
required to fund the Company's operations. The Company's total
debt increased $14.3 million during the quarter to $900.1
million as of December 31, 2002. The increase in total debt for
the quarter resulted primarily from the accretion of interest
associated with the Company's 12 1/4 % senior subordinated
discount notes as well as drawings under the Company's capital
expenditures facility of $5.0 million. As of December 31, 2002,
the Company had $2.0 million in available capacity under its
bank credit facility to fund future capital expenditures.

The Company will be amending its 2002 quarterly reports filed on
Form 10-Q in order to restate its quarterly results for 2002 to
reflect deferred tax adjustments resulting from the Company's
adoption of SFAS No. 142. The Company's amendments to its 2002
financial reports on Form 10-Q are limited to this accounting
matter. These non-cash adjustments to the Company's tax
provision do not affect the Company's net operating loss carry-
forward or taxes payable to the Internal Revenue Service. The
Company's revenues, operating expenses, operating loss and
EBITDA were unaffected by these adjustments. The Company intends
to file its amended Form 10-Qs for the first three quarters of
2002 simultaneously with the filing of its 2002 Form 10-K.

          About Paxson Communications Corporation

Paxson Communications Corporation owns and operates the nation's
largest broadcast television distribution system and PAX TV,
family television. PAX TV reaches 88% of U.S. television
households via nationwide broadcast television, cable and
satellite distribution systems. PAX TV's original series
include, "Sue Thomas: F.B.Eye," starring Deanne Bray, "Doc,"
starring recording artist Billy Ray Cyrus and "Just Cause"
starring Richard Thomas and Lisa Lackey. Other original PAX
series include "It's A Miracle" and "Candid Camera." For more
information, visit PAX TV's website at http://www.pax.tv.

                      *    *    *

As previously reported in Troubled Company Reporter, Standard &
Poor's placed its single-'B'-plus corporate credit and other
ratings, on TV station and network owner Paxson Communications
Corp., on CreditWatch with negative implications. The action
follows the West Palm Beach, Florida-based company's lowered
guidance for its 2002 second quarter, which includes relatively
flat revenue and reduced earnings. Paxson has about $858 million
in debt outstanding.


PEACE ARCH: Jamie Brown Resigns as Board Director
-------------------------------------------------
Peace Arch Entertainment Group Inc. (AMEX: "PAE"; TSX: "PAE.A",
"PAE.B"), a leading independent production company in Canada,
announced that Jamie Brown has resigned from its Board of
Directors.

Mr. Brown, President of Studio Eight Productions Inc. in the UK,
has resigned his position effective March 1, 2003 in order to
facilitate the appointment of additional independent board
members to the Company's Board of Directors.

Mr. Howsam, Chief Executive Officer of Peace Arch Entertainment
Group Inc., stated "We would like to extend our appreciation to
Jamie Brown for serving on our Board and for resigning his seat
to facilitate the appointment of two independent members."

Peace Arch Entertainment Group Inc., which has a total
shareholders' equity deficit of about C$5 million as at November
2002, creates, develops, finances,  produces and distributes
proprietary film and television programming for worldwide
markets and has offices in Vancouver, British Columbia and
Toronto, Ontario. Additional information can be found on the
Company's website at http://www.peacearch.com


PETROLEUM GEO: PGS Trust I Pref. Securities Symbol Now "PGOAP"
--------------------------------------------------------------
Petroleum Geo-Services ASA (Pink Sheets:PGOGY) (NYSE:PGO)
(OSE:PGS) announced that the Over-The-Counter and Pink Sheet
symbol for its PGS Trust I 9 5/8 percent (Other OTC:PGOAY)
(Other OTC:PGOAP) Pink Sheet Trust Preferred Securities will
change from "PGOAY" to "PGOAP" effective as of Tuesday, March
25, 2003. PGS' American Depositary Receipts currently trade OTC
and are quoted on the Pink Sheets under the ticker symbol
"PGOGY."

Petroleum Geo-Services will continue the deferral of
distribution payments on the preferred securities issued by its
wholly owned trust subsidiary PGS Trust I for the quarterly
distribution payment period ended March 31, 2003, and such
quarterly deferrals will continue until further notice by the
Company. Under the terms of the securities, PGS has the option
to defer distribution payments for up to 20 consecutive
quarterly periods without causing a default.

                        *   *   *

As reported in Troubled Company Reporter's February 5, 2003
edition, Fitch Ratings affirmed Petroleum Geo-Services ASA
senior unsecured debt rating at 'C'. The ratings remain on
Rating Watch Negative. This affirmation follows the payment by
PGO of interest related to PGO's 6-5/8% senior notes due 2008
and its 7-1/8% senior notes due 2028. PGO finds itself in the
same situation it was in last month as it has utilized a 30-day
grace period to make an $8.2 million interest payment on its
8.15% senior notes due 2029. This grace period expires Feb. 15,
2003.


PHOTRONICS: Intent on Returning to Profitability by July 2003
-------------------------------------------------------------
Photronics, Inc. (Nasdaq: PLAB), the leading worldwide sub-
wavelength reticle solutions supplier, announced its plans to
further streamline its operating infrastructure in North America
by ceasing the manufacture of photomasks at its Phoenix, Arizona
facility.  The Company's global work force will be reduced by
approximately 10% to 12%, with the majority of eliminated
positions resulting from the Company's decision to cease
manufacturing photomasks in its Arizona facility and reducing
its infrastructure in North America with current business
levels.

Photronics will record an after tax charge of between $36.0
million and $40.0 million, or an estimated $1.12 and $1.25 per
diluted share, in the fiscal quarter ending May 4, 2003, in
connection with these plans. Approximately 85% of the charge
will be attributed to non-cash items.  As implemented, the
Company expects to recover all related charges in less than a
two-year period through lower operating costs and increased
manufacturing efficiencies.

Daniel Del Rosario, Photronics' Chief Executive Officer stated,
"Photronics remains strongly committed to its North American  
customers, many of whom have played a vital role in the
Company's success over the course of its 15 year history as a
public company.  Our reputation for customer service and record
of profitability has always been a great source of pride to our
employees, management team and shareholders.  It is our goal to
return to profitability by the end of the July quarter this year
and we believe that the cost reductions we are announcing today
will enable us to achieve this objective."  He added,
"Technology, as it relates to semiconductor designs at
and below 130 nanometers, and strategic investments in our
Asian, European and North American manufacturing networks will
be the key growth drivers for our Company over the next 18 to 24
months.  Nearer-term economic and geo-political conditions
continue to generate a cautious outlook on the part of all
customers, as they aggressively manage their inventories and the
roll out of new semiconductor designs.  Until our market
intelligence concludes that both corporate and consumer
confidence have significantly improved, we are conditioning our
global team to effectively operate in a business environment
likely to remain challenging.  By strengthening Photronics'
commitment to its core values of flexibility, service,
performance and efficiency, we believe that our Company will
emerge from the current cyclical downturn as a stronger and more
efficient supplier of reticle technologies."

Paul J. Fego, President and Chief Operating Officer commented,
"Simultaneous to our restructuring, the management team is
evaluating the best way to reengineer the global manufacturing
and service organizations and the corporate support structures
necessary to support them.  Additionally, we have been closely
evaluating and implementing ways with which we can automate our
business processes.  I expect that we will see the benefits from
our innovative activities in this area that will help Photronics
pass along new efficiencies to its customers throughout the
year."  Mr. Fego added, "Today's announcement, which involves
loyal and valued employees is never easy.  While we believe that
North America will be the center of high performance integrated
circuit design activity, the fabrication of these devices will
largely be done in Asia.  This is a fundamental shift in our
business model to which we must adapt if Photronics is to grow
with its global customers, create new opportunities for our
employees, and generate returns for its shareholders."

Photronics will be hosting its fifth annual analyst and media
meeting tomorrow morning, Wednesday, March 26th at 8:30 a.m.
Eastern Time at the Hotel Inter-Continental in New York.  It
will be web cast and can be accessed by logging onto Photronics'
site at http://www.photronics.com/internet/investor/investor.htm
, then clicking on the Analyst Meeting button.  The session will
be archived until Photronics reports fiscal 2003 second quarter
results the week of May 19, 2003.

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

                        *   *   *

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

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

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


PORTOLA PACKAGING: Q2 Balance Sheet Insolvency Stands at $27.2MM
----------------------------------------------------------------
Portola Packaging, Inc., reported results for its second quarter
of fiscal 2003, ended February 28, 2003. Sales were $51.1
million compared to $48.0 million for the same quarter of the
prior year, an increase of 6.5%. For the first six months of
fiscal 2003 sales were $103.1 million compared to $102.2 million
for the first six months of fiscal 2002, an increase of 0.9%.
Portola had operating income of $1.0 million for the second
quarter of fiscal 2003 as compared to operating income of $2.7
million for the second quarter of fiscal 2002. For the first six
months of fiscal 2003 the Company had operating income of $2.7
million compared to operating income of $5.4 million for the
first six months of fiscal 2002. The Company reported a net loss
of $1.3 million for the second quarter of fiscal 2003 compared
to a net loss of $0.5 million for the same period of fiscal
2002, and a net loss of $2.3 million for the first six months of
fiscal 2003 compared to a net loss of $1.1 million for the same
period in fiscal 2002.

During the second quarter of fiscal year 2003, the Company
incurred pretax restructuring charges of $0.4 million. Gross
profit decreased $1.2 million to $10.4 million for the second
quarter of fiscal 2003 as compared to $11.6 million for the same
quarter of the prior year. For the first six months of fiscal
2003, gross profit was $21.1 million compared to $24.0 million
for the first six months of fiscal 2002. As a percentage of
sales, gross profit decreased to 20.5% for the first six months
of fiscal 2003 compared to 23.5% for the same period in fiscal
2002.

EBITDA decreased 28.0% to $5.4 million in the second quarter of
fiscal 2003 as compared to $7.5 million in the second quarter of
fiscal 2002 and decreased 23.5% to $11.4 million for the first
six months of fiscal year 2003 from $14.9 million for the same
period in fiscal 2002. Adjusted EBITDA, which excludes the
effect of restructuring charges, warrant interest (income)
expense and (gains) losses on foreign exchange, decreased 24.0%
to $5.7 million in the second quarter of fiscal 2003 as compared
to $7.5 million in the second quarter of fiscal 2002 and
decreased 20.8% to $11.8 million for the first six months of
fiscal 2003 from $14.9 million for the same period in fiscal
2002.

As of February 28, 2003, Portola Packaging's equity deficit
stands at $27.2 million compared to $24.9 million in August 31,
2002.

Portola Packaging is a leading designer, manufacturer and
marketer of tamper evident plastic closures used in dairy, fruit
juice, bottled water, sports drinks, institutional food products
and other non-carbonated beverage products. The Company also
produces a wide variety of plastic bottles for use in the dairy,
water and juice industries, including five-gallon polycarbonate
water bottles. In addition, the Company designs, manufactures
and markets capping equipment for use in high speed bottling,
filling and packaging production lines as well as manufactures
and markets customized five-gallon water capping and filling
systems. The Company is also engaged in the manufacture and sale
of tooling and molds used in the blowmolding industry.


RADIANT ENERGY: Expects to File Late Fin'l Statements by May 20
---------------------------------------------------------------
Radiant Energy Corporation (TSX Venture: YRD), announced that
the Ontario Securities Commission will be issuing a "Management
and Insider Cease Trade Order" which prohibits trading in
securities of the Company by its senior officers, directors and
significant shareholders. The order will be lifted when the
Company files the required year-end and first quarter financial
statements.

The annual financial statements were due to be filed on
March 20, 2003.  The Company had insufficient working capital to
fund the audit by the filing date. The Company is taking steps
to raise equity by way of a private placement and is also
investigating other means of generating the working capital
required to complete and file the audit.  The Company expects to
file the annual financial statements and other required Annual
information with the Ontario Securities Commission on or before
May 20, 2003.  The Company will also file financial statements
for the first quarter ended January 31, 2003.  

Should the Company fail to file its financial statements on or
before May 20, 2003, the Ontario Securities Commission will
impose a cease trading order that all trading in the securities
of the Company cease for such period specified in the cease
trading order.    

Due to the delay in filing the audited financial statements, the
Special and Annual Meeting of Shareholders will be postponed
from April 30, 2003 to a later date to be determined by the
Board of Directors.


RDC INTERNAIONAL: Operating Losses Spur Going Concern Doubts
------------------------------------------------------------
RDC International, Inc. is incorporated in the State of Florida.
The Company was originally incorporated as Lautrec, Inc. on
September 18, 1995.  It changed its name to the current name in
connection with a share exchange between the Company, Retrieval
Dynamics Corporation, a Florida corporation and all of the
shareholders of Retrieval on June 30, 2000. The Company is not
presently trading on an exchange, but intends to apply to have
its common stock quoted on the Over the Counter Bulletin Board
by submitting its 15c2-11 application to the National
Association of Securities Dealers.

The Company incurred operating losses of approximately
$9,014,000 since inception, has used approximately $5,738,000 of
cash from operations since inception, and has negative working
capital of approximately $1,101,000 as of December 31, 2002.  
These factors raise substantial doubt about the Company's
ability to continue as a going concern.

The Company raised approximately $222,000 by means of a private
placement offering subsequent to December 31, 2002. This
offering consisted of 5,500,000 shares of common stock with each
share valued at $1.00.  Investors and investor groups purchasing
100,000 to 300,000 shares will be issued warrants to purchase 25
percent of the shares purchased at an exercise price of $1.50.  
Investors and investor groups purchasing more than 300,000
shares will be issued warrants to purchase an additional 50
percent of the shares at an exercise price of $1.50. Management
presently believes that the funds raised from the private
placement offering and sales from operations will be adequate to
fund operations for the next 12 months, although no assurance
can be given regarding these matters.

The Company issued $15,000 of convertible debt during the three
months ended December 31, 2002.  This note  accrues interest at
12.5 percent and is due on demand.  Along with the debt, the
Company issued warrants to acquire 15,000 shares of the
Company's stock at an exercise price of $1.50 per share.  The
warrants were valued at $1,410 and the intrinsic value of the
conversion feature of the debt was valued at $1,410.  

The Company also issued an additional $78,000 of convertible
debt during the three months ended December 31, 2002. This note
accrues interest at 10.0 percent and is due on demand.  This
debt is convertible into 156,000 shares of stock at the option
of the debt holder.  In connection with this debt, the Company
issued the right to acquire 150,000 shares of stock valued at
$52,317.  The intrinsic value of the conversion feature of the
debt was valued at $25,684.

In addition to the convertible notes listed above, the Company
issued notes payable totaling $126,000.  These notes pay
interest that range between 8.0 and 15.0 percent, are due on
demand, and are unsecured.

At December 31, 2002, the Company had outstanding warrants to
purchase 5,094,125 shares of the Company's  common stock at
prices ranging from $.25 to $1.50.  The warrants became
exercisable during 2002 and 2001 and expire on various dates
through 2003.


RELIANCE: Court Gives Stamp of Approval on Cambridge Settlement
---------------------------------------------------------------
M. Diane Koken, the Insurance Commissioner for the Commonwealth
of Pennsylvania, reached a settlement with Cambridge Integrated
Services Group and its parent, Aon Corporation.  The dispute
arose out of a Claims Services Agreement dated December 21, 2000
and other related agreements.  Reliance Insurance Company
entered into the Agreements when it discontinued on-going
operations and intended to transition RIC employees to
Cambridge.

                  The Claims Services Agreement

In December 2000, RIC retained Cambridge to provide claims
management services for discontinued operations.  Cambridge was
to investigate claims, produce claims forms and documentation,
help adjust, settle and/or dispute claims, set claims reserves,
manage litigation and many other claims-related services.  RIC
agreed to pay Cambridge a minimum of $56,000,000 over seven
years.

Ann B. Laupheimer, Esq., at Blank, Rome, Comisky & McCauley, in
Philadelphia, counsel to the Commissioner, says that once RIC
was deemed insolvent, coverage by state guaranty associations
was triggered.  Once guaranty association coverage begins, the
transfer of claim files starts and the associations assume
primary responsibility for claims administration.  Therefore,
the services of Cambridge as contemplated by the Agreements were
no longer needed.

The parties agreed that RIC would pay Cambridge $2,760,000 for
its services rendered thus far.  Cambridge is entitled to
$583,102 in expense reimbursement.  RIC will indemnify Cambridge
for all losses with a $5,000,000 limit on items other than
defense costs and expenses.  This includes RIC's obligation to
indemnify Cambridge for loss arising from RIC's negligent or
wrongful acts in connection with its Claims Agreement with
Cambridge.

RIC placed $28,000,000 worth of securities in a Security Trust
Account to ensure payment to Cambridge.  Those securities will
be returned to the RIC estate and liquidated as appropriate for
use in general claims resolution activities.

RIC placed $41,000,000 in an escrow account to pay Cambridge for
services rendered.  Cambridge argued that it had fulfilled its
claims resolution functions and would have considerable future
duties for claims it had dealt with.  For the year the Agreement
was in effect, Cambridge earned the full bonus entitled under
the Agreement with RIC.  As a result, the Liquidator agreed to
split the pie and allow Cambridge to walk with $20,500,000 from
the Escrow account for past and future services.  The Liquidator
kept the other $20,500,000, which became property of the estate.

Judge James Gardner Collins, sitting in the Commonwealth Court,
agreed that the Settlement is in the best interests of the
estate and gave it his stamp of approval. (Reliance Bankruptcy
News, Issue No. 35; Bankruptcy Creditors' Service, Inc.,
609/392-0900)    


ROTECH HEALTHCARE: Reports Declining Revenues For Fourth Quarter
----------------------------------------------------------------
Rotech Healthcare Inc. reported that net revenues for the fourth
quarter ended December 31, 2002 were $154.9 million, a decrease
of 0.7% versus net revenues of $156.0 million for the same
period last year.

For the nine-month period ended December 31, 2002, net revenues
were $463.0 million, a 0.7% decrease compared to net revenues of
$466.5 million for the nine-month period ended December 31,
2001. Net revenues have been presented for the nine-month period
ended December 31, 2002 because our predecessor, Rotech Medical
Corporation, was the reporting entity for prior years through
the first quarter of 2002, when it transferred substantially all
of its assets to Rotech Healthcare Inc., the successor reporting
entity, and the application of "fresh-start" accounting
principles on April 1, 2002. As a result of adopting "fresh-
start" accounting and emerging from bankruptcy, historical
financial information may not be comparable with financial
information for those periods after emergence from bankruptcy.

Net earnings for the fourth quarter were $2.1 million as
compared to net earnings of $1.3 million in the fourth quarter
of 2001. Net earnings for the nine-month period ended December
31, 2002 were $13.9 million as compared to net earnings of $6.5
million for the nine-month period ended December 31, 2001.

Diluted earnings per share were $.08 and $.54 for the quarter
and nine-month period ended December 31, 2002, respectively.
Rotech Medical Corporation was a wholly owned subsidiary of
Integrated Health Services, Inc. for the nine-month period and
fourth quarter 2001.

Respiratory therapy equipment and services revenues represented
81.4% of total revenue for the fourth quarter and increased 4.6%
over the fourth quarter of last year. Respiratory therapy
equipment and services revenues represented 79.6% of total
revenue for the nine-month period ended December 31, 2002 and
increased 3.8% versus the same period last year. The increase in
respiratory revenues reflects the Company's focus on its oxygen
concentrator and nebulizer medication businesses.

Durable medical equipment (DME) revenues represented 16.8% of
total revenue in the fourth quarter and declined 22.1% versus
the same period last year. DME revenues represented 18.4% of
total revenue for the nine-month period ended December 31, 2002
and declined 14.8% versus the same period last year. The decline
in DME revenues is the result of a decreased emphasis on this
business in recent quarters; however, the Company has initiated
new efforts to rebuild its DME rental business.

The Company views earnings from continuing operations before
interest, income taxes, deprecation and amortization (EBITDA) as
a commonly used analytic indicator within the health care
industry, which serves as a measure of leverage capacity and
debt service ability. Due to unique operating circumstances
associated with the predecessor company's emergence from
bankruptcy, the Company believes certain charges associated with
its reorganization, settlement of government claims, inventory
losses related to resolution of the internal investigation into
its Veterans Administration program, and other items (including
severance, search fees, relocation costs and location closure
and consolidation expenses) should be considered when
analytically assessing the Company's operating performance.

                     Other Developments

J. Chad Brown has been appointed Chief Sales Officer,
responsible for all sales and marketing activities within Rotech
Healthcare Inc. Chad had previously been employed as Division
Vice President of Sales for Apria Healthcare since 1998.

Philip L. Carter, President and Chief Executive Officer issued
the following statement. "It is apparent that considerable
restructuring is needed in order for the Company to be
competitive with others in the home healthcare business. While
much was accomplished as Rotech emerged from the Integrated
Health Services, Inc. bankruptcy there is still more to do,
particularly in head count reduction, fleet management and
downsizing, driver scheduling, transfill station and real estate
efficiencies, purchasing and inventory management, and billing
consolidation.

"With over 500 branches nationwide it is expected that it will
take the balance of 2003 to make significant progress on the
many tasks in front of us before the new financial model
emerges.

"The process will result in additional costs that will run
through the financial statements as normal business items,
particularly in the first and second quarters of 2003.

"Reported revenue may well be flat to down when compared to 2002
as the Company analyzes its ancillary businesses and many
contracts. If these contracts and businesses do not meet the
Company's profit requirements or are inconsistent with its core
business then they will be discontinued.

"The goal is to enter 2004 with a more profitable model (as
measured by EBITDA and pretax profit as a percentage of revenue)
compared to where the Company is now. A more profitable and
efficient model will provide a better platform for future
growth.

"At December 31, 2002, we are in compliance with all debt
covenants, however, when the Company negotiated its credit
agreement upon its emergence from bankruptcy, it anticipated
better financial results than those reported. As a result of
this, a waiver of one or more covenants in the credit agreement
may be required prior to the end of the third quarter of 2003.
Continuing to generate cash in excess of operating needs has
allowed the Company to reduce debt beyond that required in the
credit agreement.

"In summary, the strategic plan has 5 elements.

   (1) The fundamental nature of the business will not change. A
       small rural branch model primarily targeting Medicare
       respiratory patients, with careful pursuit of managed
       care contracts.

   (2) Exit product lines, business units and contracts that are
       inconsistent with profit objectives or strategic
       direction.

   (3) Reduce costs as a percentage of revenue by head count
       reduction, and implementation of standard operating
       procedures.

   (4) Strengthen the balance sheet by reducing debt, increasing
       inventory turns, and capital expenditure control.

   (5) When the new model is established increase revenue by
       internal growth and acquisitions."

                   About Rotech Healthcare

Rotech Healthcare Inc. is a leading provider of home respiratory
care and durable medical equipment and services to patients with
breathing disorders such as chronic obstructive pulmonary
diseases (COPD). The Company provides its equipment and services
in 48 states through over 500 operating centers, located
principally in non-urban markets. Rotech's local operating
centers ensure that patients receive individualized care, while
its nationwide coverage allows the Company to benefit from
significant operating efficiencies.


RURAL/METRO: Tucson Awards Billing Contract To Southwest Unit
-------------------------------------------------------------
Rural/Metro Corporation (Nasdaq:RURL) announced that its
Southwest Ambulance subsidiary has been awarded the contract to
provide billing services for all Advanced Life Support (ALS)
medical transports by the City of Tucson, Arizona.

The two-year contract to Southwest Medical Billing Services
begins May 1, 2003. The agreement contains two one-year optional
renewal terms, for a total possible length of four years.

The Tucson Fire Department will continue to provide ALS
ambulance service and Southwest Medical Billing Services will be
responsible for billing and collections of those transports.
Southwest Medical Billing Service is a division of Southwest
Ambulance, an Arizona subsidiary of Rural/Metro Corporation.

"This contract will support the City of Tucson by utilizing
Southwest's experienced staff, established procedures and our
hospital and insurance relationships," said Barry Landon,
President of Southwest Ambulance. "It also marks an area of
business expansion for Southwest, which takes advantage of the
manpower and resources we already have in place."

Following a competitive bidding process, the City cited
Southwest for its innovative approach to ambulance billing and
proven results.

"We liked Southwest's billing approach, their staff resources,
and their proven track record," said Tucson Fire Department
Battalion Chief Randy Ogden. "This contract increases revenue
for the City, by utilizing a company we trust. This is an
especially important issue with Tucson's current budget
conditions. We need to continue to expand partnerships to allow
us to provide the best and most cost-efficient emergency pre-
hospital care possible to our patients and their families."

Southwest has 20 years of local ambulance billing and collection
experience in Pima County, Arizona, with established
relationships among local hospitals and insurers. Southwest
Ambulance provides Basic Life Support (BLS) transportation for
the City of Tucson. The City of Tucson has 13 ambulances and
conducts approximately 16,800 ALS transports annually.

Rural/Metro Corporation, which posted a total shareholders'
equity deficit of about $160 million as of December 31, 2002,
provides emergency and non-emergency medical transportation,
fire protection, and other safety services in approximately 400
communities throughout the United States.


SANGUI BIOTECH: Corbin & Wertz Expresses Going Concern Doubts
-------------------------------------------------------------
Sangui BioTech International, Inc., incorporated in Colorado in
1995, and its subsidiaries have been engaged in the research,
development, manufacture, and sales of medical products.

The operations of Sangui BioTech, Inc., a wholly owned
subsidiary of the Company, were discontinued during  2002 upon
the sale of its in vitro immunodiagnostics business and the
subsequent merger of Sangui USA with and into the parent
company,  Sangui BioTech International, Inc., effective December
31, 2002. The merger of the two German subsidiaries
SanguiBioTech AG and GlukoMediTech AG is planned to be finalized
during the third quarter of fiscal 2003.

After completion of this merger, Sangui AG, will be engaged in
the development of artificial oxygen carriers (external
applications of haemoglobin, blood substitute and blood
additives) as well as in the development of glucose implant
sensors.

Sangui Singapore, incorporated in Singapore in 1999, was a
regional office for the Company that carried out research and
development projects in conjunction with Sangui AG and Gluko AG.
The Company decided to discontinue the operations of Sangui
Singapore in August 2002. The Singapore office was closed
effective December 31, 2002.

The Company's management believes, based on its current
operating plan, its current cash and highly liquid marketable
securities totaling approximately $2.2 million at December 31,
2002, are sufficient to fund the Company's operations and
working capital requirements at least through December 31, 2003.  
However, the Company will need substantial additional funding to
fulfil its business plan and the Company intends to explore
financing sources for its future development activities. No
assurance can be given that these efforts will be successful.

The Company's consolidated net loss was approximately $1 million
in 2002, compared to approximately $2.4 million in 2001.

Working capital was approximately $2.4 million at December 31,
2002, a decrease of approximately $1.1 million from June 30,
2002 due primarily to the Company's net loss for the six month
period. A substantial  portion of the Company's total assets
consists of cash and highly liquid marketable securities
classified as available for sale securities.  Marketable
securities at December 31, 2002 include approximately $135,000
of investments in money market mutual funds, which are
convertible to cash daily.  The highly liquid nature of these
assets provides the Company with flexibility in financing and
managing its business. For the six-months ended December 31,
2002, realized gains on the Company's marketable securities were
approximately $45,000, and unrealized net losses were
approximately $81,000.

Corbin & Wertz, the Company's independent auditors, included in
their report an explanatory paragraph where they expressed
substantial doubt about Sangui's ability to continue as a going
concern.


SHAW COMMS: Sells Star Choice Unit to Focus on Core Divisions
-------------------------------------------------------------
Shaw Communications Inc. (TSX-SJR.B, NYSE-SJR) announced that it
has sold the wholly owned operating division known as Star
Choice Business Television to Larry Steinman, Brian Neill and a
group of private equity investors.  Details of the transaction
have not been disclosed. The purchasers have significant
experience in owning and operating satellite services
organizations.  Mr. Steinman, who founded the BTV service in
1981, will serve as its President.  Mr. Neill was founding
Chairman of Star Choice from 1995 to 2000.   

Star Choice BTV enables its customers to communicate
simultaneously with multiple locations, a service that is ideal
for live interactive distance learning, product launches, annual
meetings, corporate communications and private continent-wide
broadcasting.   

"The divestiture of Star Choice Business Television remains
consistent with our Company's decision to focus on our core
operating divisions", said Peter Bissonnette, President of Shaw
Communications Inc.  "We are confident that the purchasers have
the prerequisites to grow the business without compromising the
quality and service that BTV's customers have become accustomed
to".

"As corporations throughout North America continue to search for
communications solutions that will maximize efficiencies,
minimize costs, and build leading-edge competencies, we feel
that BTV's interactive satellite products and services will
continue to be very attractive", said Larry Steinman.  "We
intend to take this opportunity to build on BTV's strengths and
impressive track record to expand the business".

Shaw Communications Inc. is a diversified Canadian
communications company whose core business is providing
broadband cable television, Internet and satellite direct-to-
home services to approximately 2.9 million customers. Shaw is
traded on the Toronto and New York stock exchanges (Symbol: TSX
- SJR.B, NYSE - SJR).  Additional information can be found on
the Internet at http://www.shaw.ca.  

             About Star Choice Business Television

Star Choice Business Television builds and maintains satellite
interactive distance learning ('SIDL") networks.  SIDL utilizes
a private satellite television network that enables customers to
communicate simultaneously with multiple locations.  Star Choice
Business Television also builds and operates temporary and
permanent private broadcast networks for national product
launches, annual meetings, corporate communications and private
continent-wide broadcasting.  Customers are provided with
services that include full network design, implementation,
studio operation, uplink network management and technical
support. Additional information can be found on the Internet at
http://www.cancom.ca

                           *   *   *

As previously reported, Standard & Poor's Ratings Services
lowered its ratings on cable television provider Shaw
Communications Inc., and certain subsidiaries, including the
long-term corporate credit rating on Shaw, which was lowered to
'BB+' from 'BBB-'. The outlook is stable.


SIMULA: Kennedy Capital Management Reports 12.4% Equity Stake
-------------------------------------------------------------
Kennedy Capital Management, Inc., beneficially owns 1,610,100
shares of the common stock of Simula Inc, representing 12.4% of
the outstanding common stock of Simula.  Kennedy Capital has the
sole power to vote or to direct the vote of 1,547,600 such
shares, and sole power to dispose or to direct the disposition
of 1,610,100 such shares.

Simula designs and makes systems and devices that save human
lives. Its core markets are aerospace and defense systems, and
automotive safety systems. As of September 30, 2002, Simula
Inc.'s total shareholders equity deficit is about $2.7 million.


SOUTHERN UNION: Agrees with MoPSC Staff re Panhandle Acquisition
----------------------------------------------------------------
Southern Union Company (NYSE:SUG) announced that it has reached
a settlement agreement with the Missouri Public Service
Commission ("MoPSC") staff and the Office of Public Counsel
regarding its pending acquisition of Panhandle Eastern Pipe Line
Company and its subsidiaries.

Among other things, the settlement agreement reached calls for
Southern Union to divest its Energy Worx, Inc. subsidiary by
June 30, 2003. Since November 2002, Energy Worx has managed the
6,000-mile Southern Star Central Pipeline for Southern Star
Central Corp. - an AIG Highstar Capital, L.P. investment. The
settlement agreement is now subject to approval by the MoPSC.

Thomas F. Karam, President and Chief Operating Officer of
Southern Union, stated, "We are pleased to have reached this
agreement with the MoPSC staff and Public Counsel. The
requirement to divest Energy Worx is not unexpected. It will
have no material impact on our future operations."

The Panhandle acquisition has already received the approval of
the Massachusetts Department of Telecommunications and Energy.
The only other incomplete regulatory review of the transaction
is that of the Federal Trade Commission ("FTC") under the Hart-
Scott-Rodino Act. The Company continues to pursue resolution of
that review with the staff of the FTC.

Southern Union Company, with a working capital deficit of about
$227 million at September 30, 2002, remains an active energy
distribution company serving approximately 1 million natural gas
customers through its operating divisions in Missouri,
Pennsylvania, Rhode Island and Massachusetts. Southern Union
also owns and operates electric generating facilities in
Pennsylvania. For further information, visit
http://www.southernunionco.com


SPIEGEL GROUP: Seeks Authority to Pay Critical Vendor Claims
------------------------------------------------------------
In the ordinary course of The Spiegel Group and its debtor-
affiliates' businesses, a number of vendors provide them with
branded goods and certain services associated with the
production of catalogs, advertising and promotional services.  
The Debtors tell Judge Blackshear these goods and services to be
necessary and critical to operate their stores and businesses.  
Under numerous supply and services agreements, the Debtors owe
payments on account of unpaid prepetition Critical Goods and
Services provided by the Critical Vendors.

Believing that continuation of favorable business relations with
the Critical Vendors and the preservation of the access to goods
and services from these parties are important to the Debtors'
reorganization, the Debtors request the Court to authorize
payment of the Critical Vendors Claims up to an aggregate amount
of $10,000,000.  The Debtors argue that their estates and all
stakeholders will be best served by paying these Critical Vendor
Claims.

The Debtors intend to limit the number of Critical Vendors and
to minimize the amount of payments to Critical Vendors to the
greatest extent possible.  The Debtors request the Court's
authority to keep the identities the Critical Vendors secret in
order to minimize the number of creditors demanding full
payment.

The Debtors intend to make full or partial payments only to
Critical Vendors who agree to continue to supply goods or
services postpetition on Customary Trade Terms.  The Debtors
believe that it may be necessary to pay certain Critical Vendors
a portion of the claim in return for the continued supply of
Critical Goods and Services, even if not on the Critical
Vendor's Customary Trade Terms.  In this regard, the Debtors
seek approval to enter into agreements with Critical Vendors on
a case-to-case basis.

In the event a Critical Vendor who receives payment of a
prepetition claim later refuses to continue to supply goods or
services to the debtors on Customary Trade Terms during the
pendency of these Chapter 11 cases, the Debtors may declare
that:

    (a) any payment of a Critical Vendor Claim will be a
        postpetition advance that the Debtors may recover from
        the said Critical Vendor in cash, goods or services; and

    (b) upon the Debtors' recovery, the Critical Vendor Claim of
        the said Critical Vendor paid after the Petition Date
        will be reinstated in the recovered amount.

James L. Garrity, Jr., Esq., at Shearman & Sterling, in New
York, relates that certain of the Critical Vendors may have
obtained mechanics' liens, possessory liens, or similar state
law trade liens on the Debtors' assets based upon Critical
Vendor Claims. For this reason, as a further condition of
receiving payment on a claim, a Critical Vendor must also agree
to take whatever action is necessary to remove the Lien to the
Debtors' satisfaction at its sole cost and expense. (Spiegel
Bankruptcy News, Issue No. 2; Bankruptcy Creditors' Service,
Inc., 609/392-0900)   


SUPERIOR TELECOM: Taps Brunswick as Communications Consultant
-------------------------------------------------------------
Superior TeleCom Inc., and its debtor-affiliates ask for
authority from the U.S. Bankruptcy Court for the District of
Delaware to retain Brunswick Group, Inc., as Communications
Consultants, nunc pro tunc to the Petition Date.  

The Debtors believe that is in the best interests of their
estates to retain and employ Brunswick to act as communications
consultants for the duration of these Chapter 11 cases.

In its capacity as communications consultants, Brunswick will
continue to assist the Debtors in all communications surrounding
the Debtors' restructuring process in accordance and
coordination with the Debtors' counsel and other professionals.

To the best of Debtors' knowledge, Brunswick is a "disinterested
person" within the meaning of Section 101(14) of the Bankruptcy
Code

The Debtors will compensate Brunswick in its current customary
hourly rates which are:

          Senior Partners             $650 per hour
          Partners                    $550 per hour
          Senior Associate Partners   $450 per hour
          Associate Partners          $350 per hour
          Account Directors           $275 per hour
          Account Executives          $200 per hour

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


TIDEL TECH: Nasdaq Delists Shares Following 10-K Filing Default
---------------------------------------------------------------
Tidel Technologies, Inc. (Nasdaq: ATMSE) has been notified by
the Nasdaq Listing Qualifications Panel of its decision to
delist the Company's common stock from the Nasdaq SmallCap
Market effective with the open of business on March 26, 2003.  
Based on current market maker activity and other current
information, the Company believes it will continue to have a
market for its stock, which would trade on the National
Quotation Bureau's Pink Sheets, and will seek to arrange for one
or more market makers to quote its common stock on the Pink
Sheets quotation service.

In its letter to the Company, received after the close of
trading on Mar. 24, the Nasdaq Listings Qualifications Panel
cited several factors in its determination to delist the
Company's securities, including the Company's failure to file
its Annual Report on Form 10-K for the fiscal year ended
September 30, 2002 and its Quarterly Report on Form 10-Q for the
quarter ended December 31, 2002, quantitative listing
requirements violations and public interest concerns.

The Company currently expects to bring its Securities and
Exchange Commission filings current as soon as possible.  After
bringing its filings current, the Company intends to seek to
have one or more market makers quote its common stock on
Nasdaq's OTC Bulletin Board.  The Pink Sheets Quotation
Service does not require that issuers of quoted securities be
current in their periodic filings.  Despite these intentions,
the Company is not able to provide assurance with respect to
when or if its Securities and Exchange Commission filings will
be brought current or quotations will be available for its
common stock.

Tidel Technologies, Inc., is a manufacturer of automated teller
machines and cash security equipment designed for specialty
retail marketers.  To date, Tidel has sold more than 40,000
retail ATMs and 150,000 retail cash controllers in the U.S. and
36 other countries.  More information about the company and its
products may be found on the company's web site at
http://www.tidel.com.

                        *   *   *

At June 30, 2002, Tidel Technologies' balance sheet shows a
working capital deficit of about $4 million, and that its total
shareholders' equity further diminished to about $54,000 from
about $5 million (as at Sept. 30, 2001).


TIMELINE: Recurring Losses Prompts Auditors' Going Concern Doubt  
----------------------------------------------------------------
Timeline Inc. has historically suffered recurring operating
losses and negative cash flows from operations. As of
December 31, 2002, the Company had negative net working capital
of approximately $71,000 and had an accumulated deficit of
approximately $9,721,000 with total stockholders' equity of
approximately $751,000. The Company's auditors added an
explanatory paragraph to their opinion on Timeline's 2002
financial statements stating that there was substantial doubt
about the Company's ability to continue as a going concern.
Management believes that current cash and cash equivalent
balances, along with the ability to sell marketable securities,
and any net cash provided by operations, will provide adequate
resources to fund operations through March 31, 2003.

Management is contemplating a number of alternatives to enable
the Company to continue operating including, but not limited to:

     *    engaging a financial advisor to explore strategic
          alternatives, which may include a merger, asset sale,
          joint venture or another comparable transaction;

     *    raising additional capital to fund continuing
          operations by private placements of equity or debt
          securities or through the establishment of other
          funding facilities;

     *    forming a joint venture with a strategic partner or
          partners to provide additional capital resources to
          fund operations; and

     *    loans from management or employees, salary deferrals
          or other cost cutting mechanisms.

None of these potential alternatives may be available to the
Company, or may only be available on unfavorable terms. There
can be no assurance that any of these alternatives will be
successful. If the Company is unable to obtain sufficient cash
when needed to fund its operations, it may be forced to seek
protection from creditors under the bankruptcy laws and/or cease
operations.

For the quarter ended December 31, 2002, Timeline's total
operating revenues were $721,000 compared to $1,406,000 for the
quarter ended December 31, 2001. This represents a decrease of
approximately 49%. If "Patent license" revenue, which is
historically very sporadic, is excluded, total revenues
decreased by 25% for the quarter ended December 31, 2002 when
compared with the quarter ended December 31, 2001. The biggest
factor in the overall decrease quarter to quarter is lower
software and patent license revenue in the quarter ended
December 31, 2002. Consulting and other revenue were also lower.
Maintenance revenue was the only category of revenue to increase
over the prior fiscal year when comparing the results of the
quarters ended December 31, 2002 and 2001. For the nine months
ended December 31, 2002, total operating revenues were
$3,490,000 compared to $4,028,000 for the same period a year
ago, a decrease of 13%. This is due to a decrease in software
and patent license revenue, offset by increased maintenance and
consulting revenues.


TODAY'S MAN: Turns to FTI Consulting for Financial Advice
---------------------------------------------------------
Today's Man, Inc., and its debtor-affiliates ask for authority
from the U.S. Bankruptcy Court for the District of New Jersey to
retain FTI Consulting, Inc., as Financial Advisors.

FTI will provide consulting and advisory services including:

     a) assistance to the Debtors in the preparation of
        financial related disclosures required by the Court,
        including the Schedules of Assets and Liabilities, the
        Statement of Financial Affairs and Monthly Operating
        Reports;

     b) assistance to the Debtors with information and analyses
        required pursuant to the use of cash collateral and
        potentially Debtor-In-Possession financing including,
        but not limited to, preparation for hearings regarding
        the use of cash collateral and DIP financing;

     c) assistance with the identification and implementation of
        short-term cash management procedures;

     d) advisory assistance in connection with the development
        and implementation of key employee retention and other
        critical employee benefit programs;

     e) assistance and advice to the Debtors with respect to the
        identification of core business assets and the
        disposition of assets or liquidation of unprofitable
        operations;

     f) assistance with the identification of executory
        contracts and leases and performance of cost/benefit
        evaluations with respect to the affirmation or rejection
        of each;

     g) assistance regarding the valuation of the present level
        of operations and identification of areas of potential
        cost savings, including overhead and operating expense
        reductions and efficiency improvements;

     h) assistance in the preparation of financial information
        for distribution to creditors and others, including, but
        not limited to, cash flow projections and budgets, cash
        receipts and disbursement analysis, analysis of various
        asset and liability accounts, and analysis of proposed
        transactions for which Court approval is sought;

     i) attendance at meetings and assistance in discussions
        with potential investors, banks and other secured
        lenders, the Creditors' Committee appointed in this
        chapter 11 case, the U.S. Trustee, other parties in
        interest and professionals hired by the same, as
        requested;

     j) analysis of creditor claims by type, entity and
        individual claim, including assistance with development
        of a database to track such claims;

     k) assistance in the preparation of information and
        analysis necessary for the confirmation of a Plan of
        Reorganization in this chapter 11 case;

     l) render such other general business consulting or such
        other assistance as Debtors' management or counsel may
        deem necessary that are consistent with the role of a
        financial advisor and duplicative of services provided
        by other professionals in this proceeding.

The customary hourly rates charged by FTI personnel anticipated
to be assigned in this case are:

   Senior Managing Director              $415 to $595 per hour
   Managers/Director/Managing Directors  $325 to $525 per hour
   Associates/Senior Associates          $150 to $325 per hour
   Administration/Paraprofessionals      $ 75 to $140 per hour

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


TOKHEIM: Creditors Have Until March 28 to File Proofs of Claim
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware schedules
March 28, 2003 as the last date by which all creditors of
Tokheim Corporation must file their proofs of claim with the
Court or be forever barred from asserting that claim.

All claims, to be deemed timely-filed must be received on or
before 5:00 p.m. of the Bar Date by:

          Tokheim Corporation
          Claims Processing Dept.
          c/o Logan & Company, Inc.
          546 Valley Road
          Upper Montclair, NJ 07043

Claims that are exempted from the Bar Date are:

     i) properly scheduled claims;

    ii) correctly filed, allowed or paid claims;

   iii) administrative claims allowable under Section 503(b) and
        507(a)(1); and  

    iv) interdebtor claims.

Additionally, holders of the Debtors' equity securities need not
file a proof of interest solely on account of such holder's
ownership interest in or possession of such equity securities.

Moreover, ABN AMRO Bank, N.V., as agent, is authorized to file
one master proof of claim on behalf of the Prepetition Secured
Lenders on account of their claims.

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.


TRIMAS CORP: Names Bianchi Public Relations as PR Counsel
---------------------------------------------------------
TriMas Corporation has selected Bianchi Public Relations, Inc.
to assist in its public relations activities. The announcement
was made by Grant H. Beard, president and CEO of TriMas, and
Richard J. Donley, vice president and partner of the public
relations firm.

Bianchi Public Relations will provide public relations
counseling and media relations support for TriMas -- which is
organized into four strategic business groups: Cequent, Rieke
Packaging Systems, Fastening Systems and Industrial Specialties.

Headquartered in Bloomfield Hills, Mich., TriMas is a
diversified growth company of high-end, specialty niche
businesses manufacturing a variety of products for the
commercial, industrial and consumer markets worldwide. TriMas
consists of 10 companies, employs nearly 5,000 employees at 80
different facilities in 10 countries and expects 2003 revenues
of approximately $900 million.  For more information, visit
http://www.trimascorp.com .

Troy, Michigan-based Bianchi Public Relations, Inc. has
represented global clients that span the association,
automotive, consulting, design, e-business, education,
engineering, financial, high-tech, industrial and manufacturing
sectors.  Founded in 1992, the agency offers a broad range of
services with specialization in media relations.  For more
information, visit http://www.bianchipr.com.

                        *   *   *

Standard & Poor's Ratings Services revised its outlook on TriMas
Corp. to stable from positive. At the same time Standard &
Poor's affirmed its 'BB-' corporate credit and senior secured
debt ratings, and its 'B' subordinated debt ratings on TriMas.

The outlook revision is due to the company's recent acquisition
of two companies for a total of about $210 million. "Although
these acquisitions are strategic to the company's Transportation
Accessories Group, now called Cequent, it raises its leverage
and reduces the near-term prospects for significant deleveraging
that Standard & Poor's had expected," said Standard & Poor's
credit analyst John R. Sico. These acquisitions were funded
partly by the proceeds from its recent offering of $85 million 9
7/8% senior subordinated notes due 2012, cash on hand, revolver
drawdown, and some equity from its sponsor, Heartland Industrial
Partners L.P.


TRIMEDYNE: Working Capital Deficit Tops $388K at December 2002
--------------------------------------------------------------
Trimedyne Inc. has incurred losses from operations throughout
its history; however, it achieved profitability during the three
months ended December 31, 2002. The achievement of earnings was
primarily due to significant headcount reductions and the
elimination of substantially all research and development.

At December 31, 2002, the Company had working capital of
approximately $1.3 million, and excluding inventories, the
Company's current liabilities exceed the current liquid assets
by $388,000. In addition, the Company's trade payables are
significantly past due. These factors raise substantial doubt
about the Company's ability to continue as a going concern.
Management's plans with respect to these matters include efforts
to seek additional sources of revenues and further reduce costs.
Management has been successful in reducing its costs
significantly in 2002, and must continue to do so. Management
continues to seek additional capital from external sources;
however, to date such efforts have been unsuccessful. During the
year ended September 30, 2002, the Company sold 12% Senior
Convertible Secured Notes to its Chief Executive Officer
totaling $200,000, with the intent to sell additional notes in
the aggregate amount of $800,000, for a total offering of
$1,000,000. Management filed a registration statement on Form
SB-2 with the Securities and Exchange Commission (the "SEC") to
register the shares. Management currently intends to withdraw
this registration statement in the near future. There are no
assurances that management's plans will be successful.

During the quarter ended December 31, 2002, net revenues were
$1,685,000 as compared to $1,837,000 for the same period of the
previous year, a $152,000, or 8%, decrease. Net sales from
lasers decreased by $306,000, or 41%, to $439,000 in the current
quarter from $745,000 in the prior year quarter. This decrease
was the result of a reduction in domestic sales due to reduced
marketing efforts. Net sales from delivery and disposable
devices increased by $30,000, or 4%, to $848,000 in the current
quarter from $818,000 in the same quarter of the prior year. Net
sales from service and rental increased by $124,000, or 45%, to
$398,000 from $274,000 for the same quarters. This increase was
primarily due to the growth of its subsidiary MST (Mobile
Surgical Technologies, Inc.).

Cost of goods sold was 51% of net sales in the first quarter of
fiscal 2002 compared to 59% for the first quarter of fiscal
2001. This increase was primarily a result of higher margins
obtained from the sale of fully depreciated lasers from demo
inventory.

For the current quarter, the Company had net income of $290,000.


TRUMP CASINO: Closes Private Placement of $490MM Mortgage Notes
---------------------------------------------------------------
Trump Hotels & Casino Resorts, Inc. (NYSE: DJT)(THCR) announced
that its subsidiary, Trump Casino Holdings, LLC, closed the
private placement of $490 million aggregate principal amount of
two new issues of mortgage notes, consisting of $425 million
first priority mortgage notes due March 15, 2010, bearing
interest at a rate of 11.625% per year payable quarterly in
cash, sold at a price of 94.832% of their face amount for an
effective yield of 12.75%, and $65 million second priority
mortgage notes due September 15, 2010, bearing interest at a
rate of 11.625% per year payable semi-annually in cash, plus 6%
per year payable in pay-in-kind notes.

The notes were issued by Trump Casino Holdings, LLC and Trump
Casino Funding, Inc., two wholly-owned subsidiaries of THCR's
operating subsidiary, Trump Hotels & Casino Resorts Holdings,
L.P., and are guaranteed on a secured basis, subject to certain
exceptions and exclusions, by the subsidiaries of the issuers,
including Trump's Castle Associates, L.P. (now known as Trump
Marina Associates, L.P.), the owner of the Trump Marina Casino
Resort in Atlantic City, New Jersey; Trump Indiana, Inc., the
owner of the Trump Indiana Riverboat Casino in Gary, Indiana;
and THCR Management Services, LLC, the manager of Trump 29
Casino located in the Palm Springs, California area. The net
proceeds to Trump Casino Holdings were approximately $464
million.

The net proceeds of the offering were used primarily to redeem
and retire debt of THCR and certain subsidiaries as described
below. Donald J. Trump, the Chairman of the Board, President and
Chief Executive Officer of THCR, said, "We are very pleased to
have concluded this financing. Obviously, with world conditions
being what they are, the market has been difficult, but we
persevered." Mr. Trump facilitated the offerings by making a $30
million investment in the Company which consisted of $15 million
principal amount of second priority mortgage notes and a new
issue of Series A Preferred Stock of THCR with a liquidation
preference aggregating $15 million. The Series A Preferred Stock
may in the future be exchanged for approximately 7,895,000
shares of Common Stock of THCR. The Series A Preferred Stock
does not pay or accrue any dividend and may not be exchanged for
Common Stock until such time as the stockholders of THCR approve
such issuance. As discussed below, the THCR Holdings 15-1/2%
Senior Secured Notes held by non-affiliated persons were called
for redemption at the cash price of 102.583%, plus accrued
interest. A spokesman for the Company said that, "Without Mr.
Trump stepping up to the plate and buying new notes and
accepting stock for his THCR Holdings Senior Secured Notes, the
financing would not have succeeded. Mr. Trump again demonstrated
his commitment to the Company and his faith in its future by
investing $30 million in the Company."

On March 25, 2003, the following debt securities were called for
redemption on April 23, 2003:

-- Trump's Castle Funding, Inc. 11-3/4% Mortgage Notes due 2003;

-- Trump's Castle Funding, Inc. 13-7/8% Increasing Rate
   Subordinated Pay-in- Kind Notes due 2005; and

-- Trump Hotels & Casino Resorts Holdings, L.P. 15-1/2% Senior
   Secured Notes due 2005

Funds to effect these redemptions at the applicable optional
redemption prices therefor were deposited with the Trustee for
the issues on March 25, 2003. Approximately $89.3 million of net
proceeds were used to acquire the THCR Holdings 15-1/2 % Senior
Secured Notes in a private transaction from a non-affiliated
third party at purchase price equivalent to the redemption price
for such issue. In addition, a portion of the net proceeds of
the offerings were used to retire approximately $70 million
principal amount of bank debt of Trump Marina Associates, L.P.;
approximately $20.3 million principal amount of bank debt of
Trump Indiana, Inc.; and approximately $0.2 million principal
amount of bank debt of THCR Management Holdings, LLC. THCR
Holdings also caused approximately $35.5 million of THCR
Holdings 15-1/2% Senior Secured Notes and $141.9 million of
Trump's Castle PIK Notes to be cancelled at closing without
payment. As a result of the offerings, Trump Marina Associates,
L.P., Trump Indiana, Inc. and THCR Management Services, LLC
became subsidiaries of Trump Casino Holdings, LLC, which itself
a direct subsidiary of Trump Hotels & Casino Resorts Holdings,
L.P.

As previously reported, Ernst & Young, LLP, the independent
auditor of THCR and its subsidiaries (including Trump's Castle
Associates, L.P.) will re-issue its report on the audited
financial statements of Trump's Castle Associates, L.P. without
a going concern qualification.

THCR is a public company which is approximately 47% beneficially
owned by Donald J. Trump. At such time as the Series A Preferred
Stock referred to above is exchanged for Common Stock of THCR,
Mr. Trump's beneficial ownership of THCR would increase to
approximately 56%. THCR is separate and distinct from all of Mr.
Trump's real estate and other holdings.

                          ***

As reported in the Troubled Company Reporter's March 14, 2003
edition, Standard & Poor's Ratings Services assigned its 'B-'
corporate credit and senior secured debt ratings to Trump Casino
Holdings LLC, the newly formed parent company of Trump Marina
Associates L.P. (formerly Trump Castle Associates L.P.), Trump
Indiana Inc., and Trump Management Services LLC.

Standard & Poor's also assigned its 'B-' rating to the proposed
$420 million first priority mortgage notes due March 15, 2010,
and its 'CCC' rating to the proposed $50 million second priority
mortgage notes due September 15, 2010, that will be jointly
issued by TCH and its subsidiary, Trump Casino Funding Inc.


UNITED AIRLINES: Pilots Want Congress & Whitehouse to Act Now
-------------------------------------------------------------
In support of the Airline Pilots Association, and the airline
industry as a whole, UAL-MEC Chairman Paul Whiteford issued the
following statement.

"As patriotic Americans who have served our country in times of
peace and now war, the 9,000 pilots of United Airlines call upon
Congress, President Bush and his administration to provide
relief to our beleaguered airline industry. We are joining with
the more than 83,000 employees of United Airlines and the 66,000
members of ALPA in requesting that the US Government make
available assistance and support to ensure that the US airline
industry remains a vibrant, vital and stable means of
transportation.

The pilots of United have already sacrificed a great deal, and
are willing to sacrifice even more to ensure that our company
exits bankruptcy the strongest, soundest carrier in the US.
Unfortunately, world events hinder us from going it alone. We
ask the government to provide the type of relief necessary to
save our jobs, protect our families and secure our economic
freedom.

This week many of our brother and sister pilots will petition
Congress for emergency relief from the crushing taxes and costs
of security levied on the airline industry since the tragic
events of 9/11 and heightened since the beginning of the war in
Iraq."

ALPA's requests of Congress and the Administration to help the
airline industry as the war continues with Iraq include:

-- The repeal of the passenger security tax and air carrier
   security fee

-- A TSA takeover all screening of passengers and property and
   the costs for each as intended in the Aviation and
   Transportation Security Act

-- The Aviation Insurance program contained in the Department of
   Homeland Security statute should be extended permanently, as
   should the $100 million liability cap

-- Taxes and fees paid by passengers, shippers and airlines
   should be suspended for the duration of the war, plus one
   year

Any or all of these measures, as part of a legislative package,
would offer airlines much needed relief from non-market federal
mandates.


VISUAL DATA: Nasdaq to Delist Shares Effective Tomorrow
-------------------------------------------------------
Visual Data Corporation (Nasdaq: VDAT), received a letter from
The Nasdaq Stock Market informing the Company that it is
eligible to have its securities delisted from The Nasdaq
SmallCap Market at the opening of business March 28, 2003.  In
turn, Visual Data Corporation announced that it has availed
itself of its right to appeal this determination to a Nasdaq
Listing Qualifications Panel, pursuant to the procedures set
forth in the Nasdaq Marketplace Rule 4800 Series.  Accordingly,
this hearing request will automatically stay the delisting of
the Company's securities pending the Panel's decision.  At such
time that a hearing is conducted, Visual Data intends to submit
a definitive plan evidencing its ability to regain compliance
with the below-referenced Marketplace Rules.  It should be noted
that there are no assurances that the Panel will grant the
Company's request for continued listing on The Nasdaq SmallCap
Market.

In the letter received from The Nasdaq Stock Market, the Company
was notified that it has not regained compliance with the
minimum $1.00 bid price per share requirement, as set forth in
Marketplace Rule 4310(c)(4). In addition, the Company was
informed that it is not eligible for an additional 90 calendar
day compliance period given that it does not meet the initial
inclusion requirements of The Nasdaq SmallCap Market under
Marketplace Rule 4310(c)(2)(A); specifically that it does not
qualify with the $5 million stockholders' equity, $50 million
market value of listed securities or $750,000 net income from
continuing operations requirement.

Visual Data Corporation -- http://www.vdat.com-- is a business  
services provider, specializing in meeting the webcasting needs
of corporations, government agencies and a wide range of
organizations, as  well as providing audio and video transport
and collaboration services for the entertainment,
advertising and public relations industries.

At June 30, 2002, Visual Data's current assets are reported at
about $3 million while current liabilities top $5.7 million.       


WARNACO GROUP: Asks Court to Confirm Class 5 Claims Distribution
----------------------------------------------------------------
The Warnaco Group, Inc., and its debtor-affiliates ask the Court
to confirm for distribution purposes the amount of 754
undisputed allowed claims in Class 5 under the Debtors' First
Amended Joint Plan of Reorganization.

Shalom L. Kohn, Esq., at Sidley Austin Brown & Wood LLP, in New
York, recounts that under the Plan, each holder of an Allowed
Class 5 Claim will receive its pro rata share of 2.549% of the
New Warnaco Common Shares, subject to Dilution.  Moreover, the
Plan provides that the distributions to Allowed Class 5
Claimants will be made 45 days after the Effective Date or as
determined by the Reorganized Debtors in consultation with the
Post-Effective Date Committee.

To date, the Debtors have not made any distributions to the
Allowed Class 5 Claimants.  To avoid the delay and expense of
interim distributions, the Debtors intend to fix the amounts of
all Class 5 Claims and thereafter make one full and final
distribution of New Warnaco Common Shares.

According to Mr. Kohn, the Debtors have reviewed the Claims
Register and believe that they have identified all disputed
Class 5 Claims and filed objections with the Court.  The Debtors
anticipate that these disputed claims will be settled or
considered by March 27, 2003.

Moreover, the Debtors have not objected to 754 Claims -- the
Undisputed Class 5 Proofs of Claim.  While the Debtors believe
that the Claims Register accurately reflects the information
contained in the Undisputed Class 5 Proofs of Claim, out of
abundance of caution, the Debtors seeks an order explicitly
authorizing a distribution based on the amounts set forth.  Mr.
Kohn asserts that the order will facilitate a prompt
distribution of the New Warnaco Common Shares to the Allowed
Class 5 Claimants and is contemplated and consistent with
Section 8.1 of the Plan. (Warnaco Bankruptcy News, Issue No. 46;
Bankruptcy Creditors' Service, Inc., 609/392-0900)  


WACHOVIA BANK: S&P Assigns Prelim. Ratings to Ser. 2003-C4 Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Wachovia Bank Commercial Mortgage Trust's $891.8
million commercial mortgage pass-through certificates series
2003-C4.

The preliminary ratings are based on information as of March 25,
2003. Subsequent information may result in the assignment of
final ratings that differ from the preliminary ratings.

The preliminary ratings reflect the credit support provided by
the subordinate classes of certificates, the liquidity provided
by the trustee, the economics of the underlying loans, and the
geographic and property type diversity of the loans. Classes A-
1, A-2, B, C, D, and E, are currently being offered publicly.
Standard & Poor's analysis determined that, on a weighted
average basis, the pool has a debt service coverage ratio of
1.42x, a beginning loan-to-value ratio (LTV) of 94.2%,
and an ending LTV of 78.4%.

                  PRELIMINARY RATINGS ASSIGNED
   
Wachovia Bank Commercial Mortgage Trust
Commercial mortgage pass-thru certs series 2003-C4
Class              Rating               Amount ($)
A-1                AAA                  80,500,000
A-2                AAA                 374,075,000
B                  AA                   34,556,000
C                  AA-                  11,147,000
D                  A                    22,294,000
E                  A-                   12,262,000
A-1A               AAA                 249,922,000
F                  BBB+                 12,262,000
G                  BBB                  12,261,000
H                  BBB-                 12,262,000
J                  BB+                  20,065,000
K                  BB                    8,918,000
L                  BB-                   6,688,000
M                  B+                    6,688,000
N                  B                     1,115,000
O                  B-                    4,459,000
P                  N.R.                 22,294,534
X-C*               AAA                891,768,534
X-P*               AAA                846,619,000
   
*Interest-only class. Notional amount. N.R.-Not rated.


WORLDCOM INC: Wants to Go Ahead with Verizon Settlement
-------------------------------------------------------
Marcia L. Goldstein, Esq., at Weil Gotshal & Manges LLP, in New
York, recounts that on May 15, 2001, MCI WorldCom Network
Services, Inc., subscribed to CyberPOP modem aggregation
services provided by certain Verizon Communications Inc.
affiliates.  The Verizon OTCs provide the CyberPOP services
under the Verizon OTCs' federal tariffs.  In consideration of
the Verizon OTCs' performance of obligations under the
Specialized Service Arrangement that Verizon Communications
asserts occurred prior to the Petition Date, following arms-
length negotiations, MCI has agreed that it owes the Verizon
OTCs $31,200,000 under the Specialized Service Arrangement,
including the CyberPOP Service Tariffs.

The Undisputed Prepetition Service Fee represents a compromise
of a variety of actual and alleged prepetition defaults arising
under the Specialized Service Arrangement and specifically
resolves issues and disputes related to:

    -- prepetition billing disputes;

    -- prepetition charges for the number of ports in service;

    -- MCI's obligation to buy back certain equipment in
       connection with disconnecting ports prior to the
       effective date of the Amended CyberPOP Tariff; and

    -- MCI's obligation to pay termination liability for port
       reductions and disconnects prior to the effective date of
       the Amended CyberPOP Tariff.

Ms. Goldstein adds that the Verizon OTCs and other Verizon
Communications Inc. entities also claim that MCI and other
affiliates of MCI and WorldCom that are debtors in the Chapter
11 cases owe the Verizon Entities additional amounts for
services and facilities provided by the Verizon Entities before
the Petition Date not arising under the Specialized Service
Arrangement and for other claims which the WorldCom Entities
assert arose before the Petition Date.  On the other hand, the
WorldCom Entities claim that the Verizon Entities owe the
WorldCom Entities amounts for services and facilities provided
by the WorldCom Entities before the Petition Date not arising
under the Specialized Service Arrangement and for other claims
which the Verizon Entities assert arose before the Petition
Date.

                    The Assumption Agreement

On February 28, 2003, WorldCom, MCI, and Verizon Communications
Inc., on behalf of itself and the Verizon OTCs, entered into an
Agreement resolving certain disputes between the Parties related
to prepetition services and the Specialized Service Arrangement.
In addition, on February 28, 2003, the Venzon OTCs filed a
proposed amended CyberPOP Service Tariff with the FCC, which is
currently pending approval.

The Assumption Agreement reflects these agreements between the
Parties:

    A. the amendment of the CyberPOP Service Tariffs by the
       Verizon OTCs as set forth in the Amended CyberPOP Tariff
       and on file with the FCC;

    B. the assumption of the Specialized Service Arrangement by
       MCI, as modified by the Amended CyberPOP Tariff and the
       Assumption Agreement; and

    C. the settlement and compromise of certain prepetition
       defaults under the Specialized Service Arrangement as
       evidenced, in part, by the payment of the Undisputed
       Prepetition Service Fees by MCI as a negotiated cure
       payment.

Pursuant to the Assumption Agreement, MCI agreed to file a
motion with the Bankruptcy Court seeking entry of an order of
the Bankruptcy Court in a form reasonably satisfactory to both
Parties approving and authorizing assumption of, and the
settlement reflected in, the Modified Specialized Service
Arrangement.

The salient terms of Modified Specialized Service Arrangement
include:

    A. Term: The term of the agreement is reduced from 36 months
       to a 24-month term.

    B. Cure: The Parties have agreed to resolve certain
       prepetition defaults under the contract in the form of a
       cure payment in the amount of the Undisputed Prepetition
       Service Fees to be paid within two business days after
       the later of the effective date of the Amended CyberPOP
       Tariff and the entry of the Approval Order.  The Parties
       agree that the Verizon OTC's right to the Undisputed
       Prepetition Service Fees will constitute MCI's sole cure
       Obligation with respect to the assumption of the Modified
       Specialized Service Arrangement and will further be an
       allowed administrative expense claim in the MCI Chapter
       11 case, provided, however, that MCI will continue to be
       obligated to pay to the Verizon OTCs, as and when they
       come due, all postpetition amounts due and owing under
       the CyberPOP Service Tariffs and the Amended CyberPOP
       Tariff, except to the extent these amounts may be
       expressly released in the Assumption Agreement.

    C. Release of Claims: Except for the obligation of MCI to
       pay the Undisputed Prepetition Service Fees, effective
       after entry by the Bankruptcy Court of the Approval
       Order, each of the Parties fully and finally releases,
       acquits and forever discharges any and all other Parties,
       from any and all claims, demands, obligations, actions,
       causes of action, rights or damages arising before the
       effective date of the Amended CyberPOP Tariff, under any
       legal theory, including under contract, tort, or
       otherwise, which it now has, may claim to have or ever
       had, solely with respect to any obligation that any
       WorldCom Entity or any Verizon Entity may have or have
       had under the Specialized Service Arrangement or the
       CyberPOP Service Tariffs or both solely with respect to:
      
       -- any early termination charge, shortfall charge,
          penalty or other charges in connection with a
          reduction in CyberPOP port quantities below the levels
          specified in the CyberPOP Service Tariffs; or
       
       -- the repurchase of service-related NAS equipment.

       The approval of the Assumption Agreement is without
       prejudice to the Verizon Entities' and the WorldCom
       Entities' respective rights, claims and defenses with
       respect to the Remaining Verizon Prepetition Claim and
       the Prepetition MCI/WorldCom Claim.

By this Motion, the Debtors seek entry of an order pursuant to
Bankruptcy Code Section 365 and Bankruptcy Rule 9019:

    A. approving MCI's assumption of the Modified Specialized
       Service Arrangement, which reflects the agreed resolution
       or settlement of issues between the Parties;

    B. fixing MCI's cure obligations; and

    C. authorizing MCI to enter into and implement the
       Assumption Agreement.

Ms. Goldstein believes that the Court has the authority to grant
the requested relief pursuant to Section 365 of the Bankruptcy
Code.  Section 365(a) of the Bankruptcy Code authorizes a debtor
in possession to assume an executory contract or unexpired lease
subject to the bankruptcy court's approval.  Section 365(b) of
the Bankruptcy Code provides that a debtor may not assume an
executory contract if there has been a default under the
contract unless, at the time of assumption, the debtor cures the
default.

Once the cure requirement is satisfied, then the standard
applied to determine whether the assumption of an executory
contract or unexpired lease should be approved is the "business
judgment" test, which is premised on the debtor's business
judgment that the assumption is in its best interests.  See NLRB
v. Bildisco & Bildisco, 465 U.S. 513, 523 (1984); Orion Pictures
Corp. v. Showtime Networks, Inc. (In re Orion Pictures Corp), 4
F. 3d 1095, 1099 (2d Cir. 1993); Control Data Corp. v. Zelman
(In re Minges), 602 F.2d 38, 42-43 (2d Cir. 1979).  Some courts
have defined the elements of the business judgment standard in
the context of contract assumption as: (a) whether the contract
is profitable or advantageous to the debtor's estate; (b)
whether the contract is necessary to the continued operation of
the business; (c) whether the contract is necessary to the
preservation of estate assets, and (d) whether the estate will
be able to perform its contractual obligations.  See In re
National Sugar Refining Co., 26 B.R. 762, 764 (Bankr. S.D.N.Y.
1983); In re National Sugar Refining Co., 26 B.R. 765, 767
(Bankr. S.D.N.Y. 1983); In re Del Grosso, 115 B.R. 136, 138
(Bankr. N.D. Ill. 1990).

According to Ms. Goldstein, the Debtors will cure any default
under the Specialized Service Arrangement as outlined and agreed
to in the Assumption Agreement.  Specifically, within two
business days after the later of the effective date of the
Amended CyberPOP Service Tariffs and the entry of the Approval
Order the Parties agree that MCI will pay the Undisputed
Prepetition Service Fees in full.  The Parties agree that the
Verizon OTC's right to the Undisputed Prepetition Service Fees
will constitute MCI's sole cure obligation with respect to the
assumption of Modified Specialized Service Arrangement and will
further be an allowed administrative expense claim in the MCI
Chapter 11 case, provided, however, that MCI will continue to be
obligated to pay to the Verizon OTCs, as and when they come due,
all postpetition amounts due and owing under the CyberPOP
Service Tariffs and the Amended CyberPOP Service Tariffs, except
to the extent these amounts may be expressly released in the
Assumption Agreement.

The Undisputed Prepetition Service Fee represents a compromise
of a variety of actual and alleged prepetition defaults arising
under the Specialized Service Arrangement and specifically
resolves issues and disputes related to:

    -- prepetition billing disputes;

    -- prepetition charges for the number of ports in service;

    -- MCI's obligation to buy back certain equipment in
       connection with disconnecting ports prior to the
       effective date of the Amended CyberPOP Tariff; and

    -- MCI's obligation to pay termination liability for port
       reductions and disconnects prior to the effective date of
       the Amended CyberPOP Tariff.

The Modified Specialized Service Arrangement benefits MCI in a
number of ways including:

    -- allowing MCI to continue to obtain services from the
       Verizon OTCs and to effectively compete in the cities
       serviced by the facilities provided by the Verizon OTCs;

    -- reducing the term of the commitment;

    -- reducing the price per port and the port commitment; and

    -- resolution of various prepetition defaults and disputes
       between the Parties.

As a result of these benefits, the Modified Specialized Service
Arrangement represents substantial cost savings to MCI and these
estates.

Accordingly, Ms. Goldstein asserts that the Modified Specialized
Service Arrangement 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
Modified Specialized Service Arrangement.  The Debtors have
determined in the exercise of their sound business judgment that
the assumption of the Modified Specialized Service Arrangement
is in the best interest of their estates and creditors.

Ms. Goldstein insists that the proposed settlement incorporated
into Modified Specialized Service Arrangement 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 and perhaps most importantly, the Modified Specialized
Service Arrangement, and the resolution of certain issues
between the Parties, represents substantial cost savings to MCI
and these estates.

Absent authorization to enter into and implement Modified
Specialized Service Arrangement, Ms. Goldstein is concerned that
the Parties might require extensive judicial intervention to
resolve their many disputes and it is uncertain which of the
Parties would emerge with a favorable and successful resolution
of their claims.  This litigation 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. (Worldcom Bankruptcy News, Issue
No. 22; Bankruptcy Creditors' Service, Inc., 609/392-0900)  

DebtTraders reports that Worldcom Inc.'s 7.875% bonds due 2003
(WCOE03USR1) are trading at 24 cents-on-the-dollar.
http://www.debttraders.com/price.cfm?dt_sec_ticker=WCOE03USR1
for real-time bond pricing.


WORLD HEART: FDA Asks More Data for Destination Therapy Review
--------------------------------------------------------------
World Heart Corporation (OTCBB: WHRTF, TSX: WHT) received a
letter from the U.S. Food and Drug Administration regarding the
FDA's review of WorldHeart's Destination Therapy Premarket
Approval Supplement for its Novacor(R) LVAS (left ventricular
assist system).

The FDA has requested additional data and statistical analyses
in areas such as recipient demographics and adverse events. In
addition, the FDA has asked that WorldHeart supply data in an
electronic format in order to conduct modeling analyses of
various data subsets.

"With a submission of this magnitude, it is fully expected and
common for the FDA to request additional information, analysis
and clarification," explained Rod Bryden, President and CEO of
WorldHeart. "We see it as a positive sign of their commitment to
this expedited review process that they have issued this initial
request well within the 180-day response period allotted."

WorldHeart has already begun preparation of this information and
has indicated to the FDA that substantive responses to the
Agency's questions will be provided. This ongoing interaction
with the FDA will continue, focusing initially on responding to
Agency staff and, subsequently, on preparation of material for
review by the Cardiovascular Devices Panel. While a Panel date
cannot be scheduled yet, WorldHeart intends to provide timely
input to the Agency with the target of a late summer or fall
Panel review.

Novacor LVAS is an electromagnetically driven pump that provides
circulatory support by taking over part or all of the workload
of the left ventricle. It is commercially approved as a bridge
to transplantation in the U.S. and Canada. On November 22, 2002,
the FDA filed WorldHeart's PMA Supplement seeking destination-
therapy indication for its Novacor LVAS.

In Europe, the Novacor LVAS device has unrestricted approval for
use as a bridge to transplantation, an alternative to
transplantation and to support patients who may have an ability
to recover the use of their natural heart. In Japan, the device
is currently commercially approved for use in cardiac patients
at risk of imminent death from non-reversible left ventricular
failure for which there is no alternative except heart
transplantation.

World Heart Corporation, a global medical device company based
in Ottawa, Ontario and Oakland, California, is currently focused
on the development and commercialization of pulsatile
ventricular assist devices. Its Novacor(R) LVAS (Left
Ventricular Assist System) is well established in the  
marketplace and its next-generation technology,
HeartSaverVAD(TM), is a fully implantable assist device intended
for long-term support of patients with heart failure.

World Heart Corporation's Dec. 31, 2003, balance sheet shows a
working capital deficit of about C$8 million and a total
shareholders equity deficit of C$47 million.


WORLD WIDE WIRELESS: Capital Infusion Needed to Sustain Business
----------------------------------------------------------------
World Wide Wireless Communications, Inc. is actively engaged in
efforts to revise its business plan, de-emphasize participation
in the wireless internet market, and seek new business
activities.

The Company completed a one-for-one-thousand reverse stock split
on August 23, 2002.

World Wide Wireless has experienced losses since inception, and
had an accumulated deficit of $29,778,245 at December 31, 2002.
Net losses are expected for the foreseeable future. As such,
there is substantial doubt as to the Company's ability to
continue as a going concern. Management is considering
alternatives to its business strategy, including modifications
of its business plan and possible sale or licensing of certain
assets. Simultaneously, the Company is continuing to secure
additional capital through sales of common stock through the
current operating cycle. There is no assurance that management
will be successful in its efforts.

World Wide Wireless will require substantial short term outside
investment on a continuing basis to finance its current
operations and any limited capital expenditures identified to
protect existing investments. Its revenues for the foreseeable
future may not be sufficient to attain profitability. Since
inception, the Company has generated little revenue and has
incurred substantial expenditures. Further, it expects to
continue to experience losses from operations while it
identifies and executes alternative business plans and possibly
develops other technologies or activities. In view of this fact,
its auditors have stated in their report for the period ended
September 30, 2002 that the Company's ability to meet future
financing requirements, and the success of its future
operations, cannot be determined at this time. In order to
finance working capital requirements the Company is negotiating
equity investments, but there can be no assurance that it will
obtain the required capital or that it will be obtained on terms
favorable to it. If World Wide Wireless does not obtain short
term financing it may not be able to continue as a viable
concern. It does not have a bank line of credit and there can be
no assurance that any required or desired financing will be
available through bank borrowings, debt, or equity offerings, or
otherwise, on acceptable terms, if at all. If future financing
requirements are satisfied through the issuance of equity
securities, investors may experience significant dilution in the
net book value per share of common stock.

Net losses for the three months ended December 31, 2002 were
$229,788, as compared with $283,775 for the three months ended
December 31, 2001.

On December 31, 2002, the Company had cash and cash equivalents
of $273 compared with $874 as of September 30, 2002. During the
three months ended December 31, 2002, $7,501 was received from
the sale of assets securing advances made to the Hard Disc Cafe,
Inc. and $46,500 was advanced by the Chairman of the Company,
Michael Zwebner. These funds were used to pay the cash operating
expenses for the three month period ended December 31, 2002.

While management restructures the Company, current operating
cash is being provided by loans from related entities and the
Chairman of the Company. The working capital deficit at December
31, 2001 amounted to $1,595,898. Management is attempting to
reduce this deficit through arrangements with creditors. World
Wide Wireless has reached favorable agreements with a number of
the creditors, but has not had the resources to satisfy the
obligation under the revised debt. If it does not make
satisfactory arrangements with all of the creditors or obtain
short term financing, it may not be able to continue as a viable
concern.


WRC MEDIA: Fourth Quarter Net Loss Balloons to $47 Million
----------------------------------------------------------
WRC Media reports fourth quarter results for the period ended
December 31, 2002.

WRC Media's consolidated EBITDA (excluding unrestricted
subsidiaries see footnote 1) for the fourth quarter ended
December 31, 2002 was $17.3 million, $2.6 million or 13.1% lower
than the same period last year, on revenue of $62.8million,
which was $7.6 million or 10.8% lower than in 2001.

For the full year ended December 31, 2002 WRC Media consolidated
EBITDA was $53.0 million which was lower than the prior year by
$3.2 million or 5.8%. This was primarily driven by lower sales
of CompassLearning's software caused in part by delays in
federal education funding reaching school administrators, which
was partially offset by lower operating costs and expenses
resulting from the Company's restructuring plan implemented in
2002. WRC Media's consolidated revenue for the year ended
December 31, 2002 decreased 9.3%, to $210.0 million from $231.5
million in 2001.

Martin E. Kenney, Jr. Chief Executive Officer, commented, "In
the fourth quarter, WRC's revenue was lower as a result of a
continuing difficult education funding environment. K-12 funding
continues to be impacted by growing state budget deficits
(according to the National Governors Association, states face a
possible collective budget shortfall of $40 billion by the end
of the fiscal year - see footnote 2). Although the federal money
for education has increased over the previous year, especially
for education technology initiatives, this greater federal
funding was not enough to offset reduced state education
funding. All of our sales and marketing efforts continue to be
geared to immediately seize the opportunities presented under
the new guidelines of the Elementary and Secondary Education Act
as well as the provisions of the "No Child Left Behind Act,"
especially our divisions which emphasize reading, test prep and
assessment. We continue to make prudent investments in new
textbooks and test development at AGS, as well as in new World
Almanac and Weekly Reader library imprints. Our new Literacy for
Success product is an intermediate reading solution and will be
an extension of our K-3 reading solution and incorporate content
from AGS, CompassLearning and Weekly Reader (Content includes
AGS' GRADE, Compass Learning's C-PAS, CompassLearning Reading,
CompassLearning Language Arts and Weekly Reader.com). The market
for reading improvement is extensive and will benefit from the
new education act. At CompassLearning, the Company's pipeline is
robust. However, the uncertainty of the economy and its
continuing impact on state funding continues to be a concern. It
is our strategy to capitalize on this changing marketplace and
buyer uncertainty by providing a product and service solution,
both web and server delivered - that is scalable to the
customer's needs - and able to capture all levels of available
funding. Our strategic initiatives include accessing new sales
channels and non-traditional funding sources such as not-for-
profit foundations with a comprehensive state wide model
proposal - for electronic and print delivery - both to prepare
students for "high stakes" tests and insure corrective
instruction for all early readers." Kenney continued, "Our
outlook indicates the operating environment will
continue to be challenging at least through the first-half of
2003. As a result, we have taken appropriate steps to protect
our bottom-line by implementing a restructuring plan in the
fourth quarter which included a workforce reduction and
consolidation of facilities. While these steps negatively
impacted our fourth quarter EBITDA performance by approximately
$1.4 million, the restructuring and realignment measures will
enhance the competitive position of the Company and protect
future profitability. The 2002 restructuring initiative is
expected to generate at least $9.0 million in ongoing savings
for the Company. We believe that once market conditions
improve, our quality brands - Weekly Reader, the World Almanac,
AGS, and Gareth Stevens children's books, which are recognized
among the richest source of learning materials and reference
data in the world - will continue to lead in the marketplace. We
are cautiously optimistic that school administrators will
increase their spending of federal dollars which must be
utilized by the end of the current school year. Once school
spending does increase, we believe that our extensive pipeline
of new products will result in improvement to our top-line
performance. Regardless of the top line, we will continue to
manage to our bottom line targets as we have done successfully
in the past, through a continued focus on controlling our
operating costs. In the long run, the new guidelines for
education funding which emphasize reading, test prep and
assessment, as well as the requirement that supplemental
materials be scientifically research-based continue to bode well
for WRC Media."

                     2002 Restructuring Plan

The 2002 Plan of Restructuring included integration and cost
reduction initiatives comprised of closures of facilities and a
reduction in work force. Pursuant to the 2002 Plan of
Restructuring, headcount was selectively eliminated throughout
the company. Severance and other benefit costs of approximately
$3.2 million relate to the reduction of these employees from
the workforce. Most of the workforce reductions represented
administrative and back office related employees. Approximately
$1.8 million in severance and other benefit costs relating to
the 2002 Plan of Restructuring were paid as of December 31,
2002. The workforce reduction was substantially completed in
mid-January 2003. For the year ended December 31, 2002,
approximately $5.4 million of the total net charge of $8.6
million related to lease termination costs which consisted of
the future estimated lease payments, net of probable sublease
income.

Of the restructuring and other non-recurring charges of $8.6
million, $6.7 million represented non-cash charges for the year
ended December 31, 2002. Approximately $1.9 million was paid in
2002 and the remaining $6.3 million is expected to be spent as
follows: 2003 - $2.9 million and 2004 and beyond - $3.4 million.
The total cash outlay is expected to be funded from existing
cash balances and internally generated cash flows from  
operations. The actions to implement the 2002 restructuring
initiative are expected to generate at least $9.0 million in
ongoing savings for the Company, primarily from the reduction of
fixed costs. The Company expects to begin to fully realize these
benefits in 2003, once the restructuring initiatives are
completely implemented.

Net revenue for the fourth quarter of 2002 decreased $7.6
million, or 10.8%, to $62.8 million from $70.3 million for the
same period in 2001. At CompassLearning, total revenue decreased
$4.3 million, or 22.1%, to $15.4 million for the three months
ended December 31, 2002 from $19.7 million for the same period
in 2001. CompassLearning derives most of its software sales
through federal Title 1 appropriations granted to schools. The
Company should benefit directly from the increased federal
funding when the funds reach school administrators. Fourth
quarter sales at ChildU, WRC's unrestricted subsidiary (see
footnote 1 below), approximated $0.3 million which was $0.1
million or 25.0% lower than the same period in 2001 driven by
lower sales of its online curriculum products. At World Almanac
Education Group, fourth quarter sales decreased by $3.6 million,
or 18.3% to $16.3 million from $19.9 million for the same period
in 2001. At AGS, sales increased $0.2 million, or 1.8%, to $11.7
million for the fourth quarter of 2002 from $11.5 million for
the same period in 2001, primarily due to higher sales of
assessment products. At Weekly Reader, sales of $19.1 million
for the fourth quarter of 2002 were $0.3 million or 1.8% higher
than the same period in 2001.

                 2002 Full Year Results

WRC Media consolidated EBITDA (excluding unrestricted
subsidiaries- see footnote 1 below) for the year ended December
31, 2002 of $53.0 million was lower than the prior year by $3.2
million or 5.8%. The lower profitability compared to prior year
was primarily driven by lower sales of CompassLearning's
software partially offset by lower operating costs and expenses
resulting from the Company's restructuring plan implemented in
2002.

WRC Media's consolidated revenue for the year ended December 31,
2002 decreased 9.3%, to $210.0 million from $231.5 million in
2001. This decrease was primarily due to a decrease in sales at
CompassLearning of $17.3 million, or 25.3%, to $51.2 million for
the year ended December 31, 2002 from $68.5 million in 2001
combined with a decrease in sales at Weekly Reader Corporation
of $5.7 million, or 3.5%, to $156.5 million for the year ended
December 31, 2002 from $162.2 million in 2001. These sales
decreases were partially offset by higher sales at ChildU.
ChildU net sales increased significantly by $1.5 million, or
187.5%, to $2.3 million for the year ended December 31, 2002
from $0.8 million in 2001. This increase in sales was
driven by greater revenue from ChildU's on-line software
products which received greater market acceptance resulting in
part from the increase in the number of schools connected to the
Internet in 2002 compared to the prior year. The decrease in
sales at Weekly Reader Corporation was due to (1) a decrease in
sales at World Almanac of $4.0 million, or 6.9% to $54.0 million
for the year ended December 31, 2002 from $58.0 million for the
year ended December 31, 2001; (2) a decrease in sales at Weekly
Reader, not including World Almanac and American Guidance, of
$2.7 million, or 5.7% for the year ended December 31, 2002 to
$44.6 million from $47.3 million for the year ended December 31,
2001; and (3)an increase in sales at American Guidance Service
of $1.1 million, or 1.9%, to $57.9 for the year ended December
31, 2002 from $56.8 million for the year ended December31, 2001.

For the year ended December 31, 2002, income from operations
increased $32.7 million, or 252.5%, to income from operations of
$19.8 million from a loss from operations of $12.9 million in
2001. This increase was primarily due to lower amortization of
goodwill and intangible assets of $44.9 million partially offset
by $14.8 million lower gross profit driven by the lower sales
discussed above. The significant decrease in amortization of
goodwill and intangible assets was primarily due to a decrease
in amortization of goodwill and intangibles with indefinite
lives as a result of the Company's adoption of SFAS No. 142 in
2002, which requires that goodwill and intangible assets that
have indefinite useful lives will not be amortized but rather be
tested at least annually for impairment. The Company completed
the transitional goodwill impairment test during the second
quarter ended June 30, 2002 resulting in an impairment charge of
$72.0 million, which was recorded as a cumulative effect of an
accounting change as of January 1, 2002. In December 2002, the
Company completed its first annual re-assessment of its goodwill
and intangible assets with indefinite lives and noted no further
impairment. This review was performed using estimates of future
cash flows. Management believes that the estimates of future
cash flows and fair value are reasonable; however, future
changes in estimates of such cash flows and fair value could
affect the evaluations.

Net loss increased by $46.9 million, or 96.8% for the year ended
December 31, 2002 to $95.4 million from $48.5 million in 2001
primarily due to $37.7 million of net non-cash charges resulting
for the Company's adoption of SFAS No. 142 described
above(comprised of the $72.0 million non-cash impairment charge
recorded as a cumulative effect of an accounting change, $10.7
million of non-cash tax provision partially offset by $45.0
million lower amortization of goodwill).

As of December 31, 2002, WRC Media Inc.'s cash balance was $9.1
million (which included $1.1 million of cash restricted to fund
WRC Media's unrestricted subsidiary) and consolidated debt was
$273.9 million. During the year ended December 31, 2002, WRC
Media Inc. made scheduled principal payments of $6.2 million on
its senior credit facilities and as of December31, 2002, there
were no outstanding advances under our revolving credit
facility. Capital expenditures (including prepublication costs)
for the year ended December 31, 2002 were $11.1 million.


XO COMMS: Releases Fourth Quarter and Year-End 2002 Results
-----------------------------------------------------------
XO Communications, Inc. announced financial results for the
quarter and year ended December 31, 2002. Total revenue was
$299.4 million in the fourth quarter of 2002 compared to $343.0
million for this same period in 2001. Annual revenue for 2002
was $1,259.9 million, consistent with total revenue in 2001 of
$1,258.6 million.

The company reported positive EBITDA of $9.1 million in the
fourth quarter of 2002, compared to an EBITDA loss of $39.5
million in the fourth quarter of 2001. This brought the
company's 2002 annual EBITDA results to just above breakeven or
$4,000, compared to an EBITDA loss of $240.8 million in 2001. A
reconciliation of EBITDA to the company's loss from operations
for the relevant periods is included in the attached financial
statements.

"2002 was a challenging year for XO as it was for our industry
as a whole," said Nate Davis, President and COO of XO
Communications, Inc. "We successfully steered through a
financial restructuring that gives XO a much improved capital
structure while maintaining high quality service to our
customers. In addition, 2003 sales started off strong with new
customer contracts that include: American Management Systems,
Hitachi Metals and Microsoft Business Solutions."

Of the total revenue reported in the fourth quarter of 2002,
$157.3 million was derived from voice services, which includes
revenue from local, long distance and other enhanced voice
services, and $108.0 million was attributable to data services,
which includes Internet access, network access, and web hosting.
Revenue from integrated voice, data and other services totaled
$34.1 million in the fourth quarter of 2002. The total annual
revenue reported for 2002, $658.5 million was attributable to
voice services, $472.2 million was attributable to data services
and $129.2 million related to integrated voice, data and other
services.

Loss from operations for the fourth quarter of 2002 was $176.5
million compared to $681.9 million for the fourth quarter of
2001. Loss from operations for the full year in 2002 was
$1,208.9 million compared to $1,949.9 million in 2001. In 2002,
loss from operations reflects $480.2 million in restructuring
and asset write-downs, primarily resulting from a $477.3 million
non-cash asset write-down of Level 3 inter-city assets returned
in exchange for reduced future maintenance expenses commencing
in 2003. In 2001, loss from operations includes $509.2 million
in restructuring and asset write-downs related to our plan to
restructure certain of our business operations.

As of December 31, 2002, XO had approximately $561.0 million in
cash and marketable securities on hand. Under its existing
business plan, XO currently estimates that its cash and
marketable securities on hand will be sufficient to fund its
operations until XO reaches cash flow breakeven.

On January 16, 2003, XO emerged from its Chapter 11 proceedings
pursuant to the plan of reorganization approved by the
bankruptcy court. Under the plan of reorganization, XO's capital
structure was significantly improved reflecting a reduction in
its outstanding long-term debt from approximately $5.2 billion
prior to the restructuring to approximately $500 million and the
elimination of $1.7 billion in preferred stock obligations. As a
result of its emergence from Chapter 11, XO will implement
"Fresh Start" accounting provisions in the first quarter of
2003. XO's financial statements published for periods following
the implementation of "Fresh Start" accounting will not be
comparable with prior periods. As reflected in pro forma balance
sheet information included in the attached financial statements,
the pro forma value of the company's non-current assets, if
"Fresh Start" accounting had been applied as of December 31,
2002, would have decreased to approximately $660 million, from
$3.8 billion.

                 About XO Communications

XO Communications is a leading broadband communications service
provider offering a complete set of communications services,
including: local and long distance voice, Internet access,
Virtual Private Networking (VPN), Ethernet, Wavelength, Web
Hosting and Integrated voice and data services.

XO has assembled an unrivaled set of facilities-based broadband
networks and Tier One Internet peering relationships in the
United States. XO currently offers facilities-based broadband
communications services in more than 60 markets throughout the
United States.


* DebtTraders' Real-Time Bond Pricing
-------------------------------------

Issuer               Coupon   Maturity  Bid - Ask  Weekly change
------               ------   --------  ---------  -------------
Federal-Mogul         7.5%    due 2004  14.0 - 15.0      +0.75
Finova Group          7.5%    due 2009  35.0 - 36.0      +2.0     
Freeport-McMoran      7.5%    due 2006  96.0 - 97.0      +1.5
Global Crossing Hldgs 9.5%    due 2009   3.0 - 3.5       +0.5
Globalstar            11.375% due 2004  5.0  - 6.0        0.0
Lucent Technologies   6.45%   due 2029  59.5 - 61.5      +3.0
Polaroid Corporation  6.75%   due 2002   7.0 - 7.5       +0.5
Terra Industries      10.5%   due 2005  86.0 - 88.0      +1.0
Westpoint Stevens     7.875%  due 2005  32.0 - 34.0      +2.0
Xerox Corporation     8.0%    due 2027  70.5 - 72.5      +3.5

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

                          *********

Bond pricing, appearing in each Monday's edition of the TCR, is
provided by DLS Capital Partners in Dallas, Texas.

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 2002.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
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contained herein is obtained from sources believed to be
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                     *** End of Transmission ***