---

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

             Monday, March 31, 2003, Vol. 7, No. 63    

                          Headlines

ABN AMRO: Fitch Assigns Classes B-3 & B-4 with Low-B Ratings
ADELPHIA COMMS: Equity Committee Retains Atkins as Consultant
AGRICORE UNITED: S&P Cuts Credit Rating to BB over Weak Results
ALLIED WASTE: Board Endorses Financing and Divestiture Plans
ALTERRA: Files Reorg. Plan & Disclosure Statement in Delaware

AMERICAN PAD: Panel Turns to Ernst & Young for Financial Advice
AMERIPOL SYNPOL: Mehaffy & Weber Serves as Special Labor Counsel
AMES DEPARTMENT: Sam East Wants Stay Lift to Pursue Litigation
AMR CORP.: Rumors Say Carrier's Filing for Chapter 11 this Week
ANC RENTAL: Seeks Until June 30 to Renew MBIA Financing Deal

AVIANCA: Fitch Slashes Rating of Receivables to DDD from B-
BOEING COMPANY: Sir Michael Jenkins to Lead Business in the U.K.
BROADWING INC: December 2002 Net Capital Deficit Tops $2.5 Bil.
BROADWING INC: Fitch Removes Negative Watch on Affirmed Ratings
CABLETEL: Credit Pact Amendment Resolves Technical Violations

CABLE & WIRELESS: Fitch Affirms BB+/B Corporate Credit Ratings
CAMPBELL SOUP: Will Pay Quarterly Dividend on April 30, 2003
CASTLE DENTAL: Reaches Preliminary Debt Restructuring Agreements
CENTRAL EUROPEAN: Appoints Roby Burke as President and COO
CITICORP MORTGAGE: Fitch Rates Classes B-4 & B-5 at BB/B

CLEAN HARBORS: Will Host Q4 & Year-End Conference Call on Apr. 1
CMS ENERGY: Extends $250MM Consumers Energy Revolving Facility
CNH GLOBAL: Shareholders Approve Debt Reduction Action
CNH GLOBAL: Shareholders Elect Three New Directors to Board
CYGNUS: 2002 Shareholders' Equity Deficit Increases to $42.6MM

DIGITAL COURIER: Discloses Bankruptcy Risks in Latest SEC Filing
DIRECTV LATIN: Wants to Retain Ordinary Course Professionals
DOBSON COMMS: Declares In-Kind Dividend on 13% Preferred Shares
DOLE FOOD: Shareholders Vote Yes on Merger Proposal
EL PASO: M. Talbert Joins Board, J. Bissell Named Lead Director

EL PASO: Asset Sales Total $1.7 Billion Since January
ENCOMPASS SERVICES: Brings-In FMI Corp as Management Consultants
ENRON CORP: Great Lakes Wants to Terminate Transpo Service Pacts
EUROGAS: Closes $1.5M Private Placement for Use at Gemerska Mine
EUROTECH LTD: Inks Tech Exchange Agreement with HomeCom Comms

EVOLVE SOFTWARE: Shares Knocked Off Nasdaq SmallCap Market Today
FANNIE MAE: Initiates Noncallable Benchmark Notes Buyback
FC CBO II: S&P Downgrades Class B Rating to B+ from BB
FOCAL COMMS: Wants to Stretch Lease Decision Time Through June 1
GATEWAY INT'L: Independent Auditors Air Going Concern Doubts

GMACM: Fitch Takes Rating Actions on Series 2003-J2 P-T Notes
GRUMMAN OLSON: Asks to Continue Financing with Ford and GMAC
HAWAIIAN AIRLINES: Has Until May 5 to File Schedules
HEALTHSOUTH: JPMorgan Prohibits April 1 Payments on Sub. Debt
HEXCEL: Finalizes Terms of 7% Convertible Sub. Note Redemption

HOLIDAY RV: Senior Lender Wants Debt Conversion To Shares
ITS NETWORKS: December Balance Sheet Upside Down by $5.7 Million
KENNAMETAL: Lowers Near-Term Expectations Due To Declining Sales
KMART CORP: John Levin Dumps Ownership of Preferred Shares
LOCAL TELECOM: Needs Cash Infusion to Meet Growth Projections

MAGELLAN HEALTH: Retains BSI's Services as Claims Agent
MARKLAND TECH: Secures $10 Million Equity Line Financing
MARKLAND: Exchanges Common Shares for $16M Eurotech Preferreds
MIRANT CORPORATION: Fitch Further Downgrades Low-B Ratings
MTR GAMING: Closes Private Placement of $130MM Senior Notes

NATIONAL CENTURY: Committee Turns to FTI for Financial Advice
NTELOS: Gets Court Okay to Employ Hunton & Williams as Counsel  
OLYMPIC PIPE: Files for Reorganization Under Chapter 11
OWENS: Wants to Extend Plan Solicitation Period Until Sept. 30
OWENS-ILLINOIS: Names Thomas L. Young Chief Financial Officer

PCD: First Day Orders Enable Debtor to Conduct Business as Usual
PHILIPS INTERNATIONAL: Hot Creek Discloses 9.4% Equity Stake
PRIME GROUP: Auditors Express Going Concern Uncertainty
PROBEX CORP: Used Oil Collection Assets Sale Reduces Debt by $1M
PROTECTION ONE: Elects William B. Moore as Chairman of the Board

RADIO UNICA: December 2002 Balance Sheet Insolvency Tops $17.7MM
RELIANT RESOURCES: S&P Junks Rating to CCC Due to FERC Findings
ROCKPORT HEALTHCARE: Says Cash Sufficient to Fund S-T Operations
ROYAL CARIBBEAN: Executes $500M Unsec. Revolving Credit Facility
SAFETY-KLEEN CORP: SKC Seeks to Settle Certain Entity Claims

SEVEN SEAS: Committee Wants to Hire McClain Leppert as Counsel
SIRICOMM INC: Independent Auditors Express Going Concern Doubts
SUN HEALTHCARE: Releases Fourth Quarter and Year-End Results
TOKHEIM: Wants to Establish May 5 Administrative Bar Date
TOUCH AMERICA: $59MM+ Payment to Qwest Further Strains Liquidity

TW INC: Bankruptcy Court Approves Closure of 17 THE WIZ Stores
UAL CORP: Reaches Tentative Six-Year Agreement with Pilots
UAL: Creditors' Panel Seeks Action From White House and Congress
UNITED INDUSTRIES: Closes Private Placement of $85M Senior Notes
US AIRWAYS: Reduces Capacity in Response to Impact of War

VENTAS INC: Director Gary W. Loveman to Leave Board in May
VENTURE HOLDINGS: Files Chapter 11 Petition in E.D. Michigan
WARNACO: Inks Stipulation Resolving Shoreline Computers' Claims
WESTPORT RESOURCES: Prices $125 Mil. Senior Sub. Notes Offering
WHEELING-PITTSBURGH: WHX Contests Move to Terminate Pension Plan

WINSTAR COMM: Trustee Hires ARS Inc. as Property Tax Consultants
WORLDCOM INC: Wants Court to Approve Time Warner Settlement
XCEL: Fitch Holds Rating Pending Settlement With NRG Creditors

* BOND PRICING: For the week of March 31 - April 4, 2003

                          *********

ABN AMRO: Fitch Assigns Classes B-3 & B-4 with Low-B Ratings
------------------------------------------------------------
ABN AMRO Mortgage Corporation's multi-class mortgage pass-
through certificates, series 2003-4, classes A-1 through A-22,
A-X, A-P, and R ($384.8 million) are rated 'AAA' by Fitch
Ratings. In addition, Fitch rates class M ($5.7 million) 'AA',
class B-1 ($2.6 million) 'A-', class B-2 ($1 million) 'BBB',
class B-3 ($800,000) 'BB' and class B-4 ($600,000) 'B'.

The 'AAA' rating on the class A senior certificates reflects the
2.85% subordination provided by the 1.45% class M, 0.65% class
B-1, 0.25% class B-2, 0.20% privately offered class B-3, 0.15%
privately offered B-4 and 0.15% privately offered class B-5.
Classes M, B-1, B-2, B-3, and B-4, are rated 'AA', 'A-', 'BBB',
'BB' and 'B', respectively, based on their respective
subordination.

Fitch believes the amount of credit enhancement will be
sufficient to cover credit losses, including limited bankruptcy,
fraud and special hazard losses. The ratings also reflect the
high quality of the underlying collateral originated by ABN AMRO
Mortgage Group, Inc. (AAMG), the integrity of the legal and
financial structures and the servicing capabilities of
Washington Mutual Mortgage Securities Corp. (rated 'RPS2' by
Fitch).

The mortgage pool consists of a group of recently originated,
30-year fixed-rate mortgage loans secured by one- to four-family
residential properties. The mortgage loans have an aggregate
principal balance of $396.1 million as of the cut-off date and
have a weighted average remaining term to maturity of 357
months. The weighted average original loan-to-value ratio (OLTV)
of the pool is approximately 69.09%; approximately 3.07% of the
mortgage loans have an OLTV greater than 80%. The weighted
average coupon of the mortgage loans is 6.183%. The weighted
average FICO score is 740. The states that represent the largest
geographic concentration are California (49.3%), New York
(5.8%), Illinois (5.7%), and Florida (3.4%).

Approximately 1.18% of the mortgage loans in the aggregate are
secured by properties located in the state of Georgia, none of
which are governed under the Georgia Fair Lending Act (GFLA).
For additional information on the GFLA, please see the press
release issued March 14, 2003 entitled 'Fitch To Rate RMBS After
Amendment To Georgia Predatory Lending Statute, GFLA', available
on the Fitch Ratings web site at 'www.fitchratings.com'.

AAMG originated all of the loans. U.S. Bank National Association
will serve as trustee. AMAC, a special purpose corporation,
deposited the loans into the trust, which then issued the
certificates. For federal income tax purposes, the offered
certificates will be treated as ownership of debt.


ADELPHIA COMMS: Equity Committee Retains Atkins as Consultant
-------------------------------------------------------------
The Equity Committee in the Chapter 11 cases of the Adelphia
Communications Debtors sought and obtained Court approval of an
order authorizing the employment and retention of Betsy S.
Atkins to provide to provide expert analysis and testimony and
with respect to matters of corporate governance.

Specifically, Ms. Atkins will assist and advise the Equity
Committee and Sidley in respect of the issues related to
corporate governance, including:

   A. provide expert analysis and testimony in connection with
      the Equity Committee's opposition to the Debtors'
      Employment Motion;

   B. all matters of corporate governance matters including:

      -- the Equity Committee's Corporate Governance Motion,

      -- efforts by any stakeholders to reconstitute ACOM's
         board of directors, and

      -- corporate "best practices" and related policies; and

   C. litigation in connection with any of the foregoing.

Ms. Atkins seeks compensation for her services at her standard
hourly rate of $500 per hour, which is based on her skill,
knowledge and level of experience, and subject to periodic
adjustment. Additionally, Ms. Atkins seeks reimbursement of out-
of-pocket expenses incurred in performing services related her
engagement. (Adelphia Bankruptcy News, Issue No. 31; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


AGRICORE UNITED: S&P Cuts Credit Rating to BB over Weak Results
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered the long-term
corporate credit and senior secured debt ratings on Agricore
United to 'BB' from 'BB+', based on weak financial results. At
the same time, Standard & Poor's assigned a 'B+' rating to
Agricore United's C$100 million subordinated convertible debt
issue. The outlook is negative.

The lowered ratings reflect the impact on the company's
operating performance of two consecutive years of record
drought, weakened credit protection measures, and leverage that
remains high after the 2001 merger with Agricore, none of which
is expected to improve materially until fiscal 2004. Agricore
United is the result of the November 2001 merger between United
Grain Growers Ltd. and Agricore Cooperative Ltd., both based in
Winnipeg, Man. These factors are offset by Agricore United's
leading market positions in grain handling and crop production
services, historically conservative financial management, and a
cost structure that has improved after the integration of
Agricore.

There is no notching upward on the company's bank debt given the
very high proportion of aggregate debt in the company's capital
structure that is secured. Nevertheless, the company's
subordinated debt, namely its convertible debentures, is lowered
two notches given the high level of priority debt as a
percentage of total assets.

"The two recent drought years have caused Western Canadian grain
production to fall 45% below average levels in 2002, after
having declined 23% in 2001," said Standard & Poor's credit
analyst Don Povilaitis. "Crop inputs, whose sales are closely
related to grain volumes, also have been affected," Mr.
Povilaitis added. These adverse conditions resulted in an 18%
decline in fiscal 2002 grain handling sales versus 2001 to C$3.2
billion and a 34% decline in unadjusted EBITDA to C$63.6
million. Meanwhile, crop production services recorded a fiscal
2002 sales decline of 18% to C$701.9 million and a 51% decline
in related unadjusted EBITDA to C$38.8 million.

These weak results have translated to very poor credit
protection measures. For instance, fiscal 2002 lease-adjusted
EBIT interest coverage of 0.6x and EBITDA interest coverage of
2.1x are weak for the rating category. Lease-adjusted debt to
capital of 62% postmerger remains high and will take longer than
expected to return to its historical average of about 50%.
Agricore United's debt has been successfully restructured, with
new bank facilities in place, along with the issuance of equity
and convertible debentures. The weak operating performance,
however, has put pressure on the company's covenants, although
creditors have made allowances for the impact of drought on the
company's credit tests.

The company has extracted merger synergies of C$92.5 million
from its acquisition ahead of schedule, with much of the savings
derived from staff reductions. The number of country elevators
has decreased to less than 100, leaving Agricore United with a
very efficient asset base necessitating little capital
expenditure in future.

Agricore United is the largest Canadian agri-business, with a
leading 36.0% national market share of grain shipments.

Soil moisture levels in western Canada are substantially higher
than one year ago, and therefore a return to more normal crop
production year is cautiously expected. The current ratings take
into consideration a mild recovery in credit protection measures
in fiscal 2003, with more material improvement expected in 2004.
Any shortfall in such a recovery might result in the lowering of
the ratings on Agricore United.


ALLIED WASTE: Board Endorses Financing and Divestiture Plans
------------------------------------------------------------
The Board of Directors for Allied Waste Industries, Inc. (NYSE:
AW) approved a multifaceted financing and divestiture plan to
replace its bank credit facility, significantly extend
maturities, substantially enhance liquidity and improve its
capital structure while accelerating deleveraging.  The  
financing and divestiture plan has six key components:

   -- Issuance of approximately $100 million of common stock;

   -- Issuance of approximately $300 million of three year
      mandatory convertible preferred stock;

   -- Issuance of approximately $300 million of ten year senior
      notes;

   -- Issuance of approximately $150 million of on-balance sheet
      accounts receivable securitization;

   -- Placement of a $3.0 billion credit facility, consisting of
      a five year, $1.5 billion revolver and a seven year, $1.5
      billion term loan; and

   -- Divestitures generating approximately $300 million of
      after-tax proceeds during 2003.

Allied Waste has already received commitments for the entire
$1.5 billion revolver and has completed the accounts receivable
securitization. The company plans to use the net proceeds from
the financing activities to fully repay amounts outstanding
under the existing bank credit facility. The company intends to
launch the capital markets activities in the immediate future as
conditions dictate and complete the financing activities within
the next 45 days. Amounts and terms provided are indicative, but
may change.

Allied Waste announced that the common stock offering, the
mandatory convertible preferred stock offering and the senior
notes offering will be issued under Allied Waste's shelf
registration statement.

"We are pleased to announce these exciting plans to improve the
capital structure of our company," said Tom Ryan, Executive Vice
President and CFO of Allied Waste. "We believe investors will
benefit from the multiple steps taken to significantly extend
maturities, increase covenant flexibility and enhance liquidity.
Cash generated from the financing and divestiture activities
combined with the 2003 free cash flow should enable us to retire
$1 billion of debt this year, bringing our year end debt balance
below $7.9 billion."

Terms of the proposed credit facility increase the existing
revolver capacity from $1.3 billion to $1.5 billion, enhancing
the liquidity of the company. Proposed covenants based on
company projections should give the company about $200 million
of EBITDA cushion on its most restrictive covenant over the life
of the credit agreement, and would provide the company with
increased flexibility to pay cash dividends on its Series A
Preferred Stock after July 30, 2004 if its leverage ratio is in
excess of 4.0 times. Additionally, the scheduled debt maturities
improve as reflected in the attached chart which illustrates the
required payments through the year in which the new revolver
matures.

The cumulative cash flow generated over the periods presented is
expected to exceed the cumulative debt maturities presented.

Separately, information currently available has indicated
weakness in the first quarter results of operations caused by
the severe winter, a spike in fuel costs and continued economic
weakness. Consequently, Allied Waste has initiated actions
incremental to its original business plan in order to maintain
its commitments to achieving its full year goals for 2003.

Allied Waste announced that in response to the increase in fuel
and other operating costs, and the continued weakness in the
economy, it is initiating a pricing program aimed at both the
collection and landfill businesses to be launched in May,
coupled with a reduction in its field workforce of approximately
500 employees in April. The company expects these actions to
generate approximately $45 million of benefit to EBITDA in 2003,
net of separation costs of approximately $1.5 million.

"Due to the unfavorable impact of the economy and the weather,
we are adjusting the workforce level to reflect the current
economic conditions without restructuring the business," said
Tom Van Weelden, Chairman and CEO of Allied Waste. "We are also
taking a proactive approach to appropriately price for the value
of our assets and recover rising operating costs. We are
confident in our ability to meet our original goals for the year
given these actions and are pleased to be in a position to
execute our financing and divestiture plans which we believe
will be value enhancing to all stakeholders."

Considering the pricing actions and the reduction in workforce,
Allied Waste confirmed its previously communicated outlook for
2003 including revenue of approximately $5.5 billion, EBITDA of
approximately $1.775 billion, free cash flow of approximately
$380 million and a debt balance at December 31, 2003 of
approximately $8.462 billion, prior to the financing plan and
divestitures.

As previously reported, Fitch Ratings affirmed the ratings on
Allied Waste and related entities, and revised the Rating
Outlook to Stable from Negative:

                  Allied Waste North America

      -- $1.3 billion Senior Secured Credit Facility 'BB';
      -- $2.4 billion Tranche A,B,C Loan Facilities 'BB';
      -- $3.4 billion Senior Secured Notes 'BB-';
      -- $2.0 billion Senior Subordinated Notes 'B'.

               Browning Ferris Industries (BFI)

      -- $690 million Sr Secured Notes, Debs and MTNS 'BB-'.


ALTERRA: Files Reorg. Plan & Disclosure Statement in Delaware
-------------------------------------------------------------
Alterra Healthcare Corporation (OTCBB:ATHC.PK) filed its Plan of
Reorganization and an accompanying Disclosure Statement with the
U.S. Bankruptcy Court for the District of Delaware.

Alterra's Plan contemplates that Alterra will conduct a process
under the supervision of the independent special committee of
its Board of Directors and the Bankruptcy Court in order to
solicit and identify the "highest and best" proposal for a
transaction to address certain capital and liquidity needs of
Alterra upon completion of its restructuring (the "Liquidity
Transaction"). The Company noted that a Liquidity Transaction,
which would be consummated and funded upon or promptly following
confirmation of Alterra's Plan of Reorganization, could involve
the sale of equity securities in the reorganized Alterra or the
sale of the assets of Alterra as a going concern.

Alterra reported that its Plan of Reorganization incorporates
many restructuring agreements negotiated by Alterra with certain
of its secured creditors and landlords prior to the commencement
of its bankruptcy case. The Plan also outlines the manner in
which unsecured claims against and equity interest in Alterra
will be treated in the bankruptcy, identifying various classes
of creditor claims and equity interests and the proposed
treatment of each class. In an effort to maximize the value
available to the Company's capital structure constituents, the
Plan envisions that Alterra will seek to identify, negotiate and
consummate a Liquidity Transaction in order to (i) establish the
fair value of Alterra available for distribution to holders of
unsecured claims and equity interests in accordance with
applicable law and contractual subordination provisions
governing certain of its unsecured debt and (ii) address the
capital and liquidity needs of the reorganized Alterra.

Alterra also announced that it has filed with the Bankruptcy
Court a motion for an order approving bidding procedures and
other mechanics relating to the process pursuant to which the
Liquidity Transaction will be identified and selected. The
motion envisions an open marketing process and auction in which
qualified bidders will have an opportunity to formulate a
proposal as to a Liquidity Transaction and participate in an
auction. Prior to the auction, the Company reserves the right to
enter into a commitment with any prospective investor and to
seek the approval of the Bankruptcy Court of bid protections for
such party, if appropriate. Alterra also indicated that the
process contemplated by its motion will be supervised by a
special independent committee of its Board of Directors and will
be managed by the Company's financial advisor, Cohen & Steers
Capital Advisors, LLC. The Company stated that its Plan,
Disclosure Statement and motion regarding bidding procedures are
all subject to Bankruptcy Court approval. The motion regarding
Alterra's bidding procedures is currently scheduled to be heard
by the Bankruptcy Court on April 10, 2003.

                      About Alterra

Alterra offers supportive and selected healthcare services to
our nation's frail elderly and is the nation's largest operator
of freestanding Alzheimer's/memory care residences.  Alterra
currently operates in 24 states.


AMERICAN PAD: Panel Turns to Ernst & Young for Financial Advice
---------------------------------------------------------------
The Official Committee of Unsecured Creditors of American pad &
Paper, LLC's chapter 11 case sought and obtained approval from
the U.S. Bankruptcy Court for the Eastern District of Texas to
employ Ernst & Young Corporate Finance LLC as Financial
Advisors, nunc pro tunc to January 17, 2003.

The Committee submits that it is necessary to retain Ernst &
Young to:

     a) analyze the current financial position of the Debtor;

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

     c) analyze the financial ramifications of proposed
        transactions for which the Debtor seeks Bankruptcy Court
        approval including DIP financing, the
        assumption/rejection of contracts, asset sales,
        management compensation or retention and severance
        plans;

     d) analyze the Debtor's internally prepared financial
        statement and related documentation, in order to
        evaluate the performance of the Debtor as compared to
        its projected results on an ongoing basis;

     e) attend key meeting of the Committee, its counsel, other
        financial advisors, and representatives of the Debtor,
        and advise the Committee with regard to the issues
        discussed at those meetings;

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

     g) prepare hypothetical orderly liquidation analyses;

     h) perform or review enterprise evaluation in connection
        with the analysis of the Debtor's financial projections
        and business plan;

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

     j) render testimony in connection with procedures as
        required; and

     k) provide other services as requested by the Committee.

Ernst & Young will bill the Debtor's estates with their current
customary hourly rates, which are:

          Managing Directors        $575 to $595 per hour
          Directors                 $475 to $545 per hour
          Vice Presidents           $375 to $440 per hour
          Associates                $320 to $340 per hour

To the extent that Ernst & Young will provide services on
certain business valuation and tax services in connection with
the Committee's review of a plan of reorganization, they will
bill the Debtor's estates with:

          Partners/Principals       $600 TO $700 per hour
          Senior Managers           $450 to $550 per hour
          Managers                  $375 to $440 per hour
          Seniors                   $225 to $350 per hour
          Staff                     $115 to $235 per hour

American Pad & Paper, LLC, manufacturer and distributor of
writing pads, filing supplies, retail envelopes and specialty
papers, filed for chapter 11 petition on Dec. 20, 2002, (Bankr.
E.D. Tex. Case No. 02-46551).  Deirdre B. Ruckman, Esq., at
Gardere & Wynne, L.L.P., represents the Debtor in its
restructuring efforts.  When the Company filed for protection
from its creditors, it listed an estimated assets of over $10
million and estimated debts of over $50 million.


AMERIPOL SYNPOL: Mehaffy & Weber Serves as Special Labor Counsel
----------------------------------------------------------------
Ameripol Synpol Corporation wants to employ the services of
Mehaffy & Weber PC as Special Labor Counsel, nunc pro tunc to
December 16, 2002.

The professional services that Mehaffy & Weber will render to
the Debtor include:

     a) advising the Debtor son a day to day basis regarding
        labor and employment issues including:

         i) labor and employment disciplinary issues;

        ii) compliance with the terms and conditions of the
            Debtor's collective bargaining agreements;

       iii) compliance with federal employment laws, including
            Title VII of the Civil Rights, the Occupational
            Safety and Health Act, the Fair Labor Standards Act,
            and the National Labor Relations Act;

        iv) compliance with the employment laws of the State of
            Texas, including the Texas Payday Act and the Texas
            Workers Compensation Act;

     b) serving as chief negotiator for the Debtor in its
        negotiations with 6 labor unions and the various
        bargaining units of such labor unions;

     c) representing the Debtor before the Equal Employment
        Opportunity Commission and any other Federal Agency
        seeking to enforce federal employment laws;

     d) representing the Debtor before the National Labor
        Relations Board in defense of that certain complaint
        filed by the Genereal Counsel of the National Labor
        Relations Board, Region 16, in the Case No. 16-CA-21415.

The Debtor will compensate Mehaffy & Weber in their current
hourly rates which are:

          Partners/Members      $225 per hour
          Counsel               $150 per hour
          Associates            $150 per hour
          Paralegals            $100 per hour

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


AMES DEPARTMENT: Sam East Wants Stay Lift to Pursue Litigation
--------------------------------------------------------------
On June 18, 1999, James Thomas, guardian ad litem for his son
Robert W. Thomas, filed a complaint against Ames Department
Stores, Inc, and its debtor-affiliates, Murray Inc., All
American Products, Inc. and Sam East Inc., doing business as
Sam's Club and Wal-Mart Stores, Inc. before the Court of Common
Please of Allegheny County, Pennsylvania.  In this action, the
Wal-Mart defendants have asserted cross-claims against the other
defendants, including the Debtors.

Pursuant to Section 362(a) of the Bankruptcy Code, Mr. Thomas'
claim and the Wal-Mart defendants' cross-claim against the
Debtors were automatically stayed by the Debtors' bankruptcy
filing. Subsequently, Murray has assumed the Debtors' defense
and indemnification in the tort matter.

Thomas M. O'Connor, Esq., at Brody, O'Connor & O'Connor, Esq.,
informs the Court that Murray is insured under an AIG insurance
policy with applicable limits of $1,000,000.  Murray is also
insured under an umbrella insurance policy with Allianz
Underwriter Insurance Co., which provides applicable limits of
$25,000,000.

Mr. O'Connor adds that Murray's applicable insurance policy
coverage is not an asset of the bankrupt estate.  Thus, Sam East
asks the Court to lift automatic stay so as to proceed against
the Debtors only to the extent of defendant, Murray, Inc.'s
applicable policy limits. (AMES Bankruptcy News, Issue No. 35;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


AMR CORP.: Rumors Say Carrier's Filing for Chapter 11 this Week
---------------------------------------------------------------
Press reports say that American Airlines -- the world's largest
airline carrier -- is preparing to file for chapter 11
protection this week.  AMR Corporation, the carrier's parent
company -- reported a $529 million loss for the fourth quarter.  
Don Carty, AMR's chairman and chief executive officer and Jeff
Campbell, Senior Vice President and CFO for AMR, made it clear
in January that daily multi-million dollar losses are
unsustainable.  

Certainly, the Company would prefer to avoid bankruptcy.  Just
in case chapter 11 proves to be the best alternative, lawyers
from Weil, Gotshal & Manges LLP are on board to provide legal
counsel and Harvey R. Miller from Greenhill & Co. is providing
financial advisory services.

Reuters reports that AMR is in talks with J.P. Morgan, Citibank,
N.A., CIT Group and General Electric Capital Corp. to arrange a
$1.5 billion debtor-in-possession financing facility.  


ANC RENTAL: Seeks Until June 30 to Renew MBIA Financing Deal
------------------------------------------------------------
Mark J. Packel, Esq., at Blank Rome LLP, in Wilmington,
Delaware, recounts ANC Rental Corporation and its debtor-
affiliates sought and obtained a Court order authorizing the
Debtors to enter into certain amendments of the Second Amended
and Restated Financing Agreement, which provides for the
continued release of funds from certain collection accounts to
certain non-debtor special purpose entities through and
including March 31, 2003, in the maximum revolving amount not to
exceed $2,300,000,000, with an automatic renewal to
April 18, 2003 if:

    1. on or prior to March 31, 2003, or on later date as MBIA
       may elect, the Debtors have closed a DIP financing
       facility in an amount of at least $60,000,000;

    2. the Debtors have demonstrated to MBIA's satisfaction that
       ARG Funding Corp. will have sufficient cash on hand to
       make the Controlled Amortization Payment on the ARG
       Funding Corp. Series 2000-4 Notes due on April 21, 2003;
       and

    3. ANC has demonstrated to MBIA's satisfaction that during
       the week beginning April 20, 2003, the Debtors will have
       sufficient cash on hand to make all scheduled "Fleet
       Financing and Lease Payments" due during that week, on
       the same terms and conditions as set forth in the Third
       Order Authorizing Debtors to:

       a. lease automobiles; and

       b. provide protection in connection with the Master Lease
          Agreements, dated November 5, 2002, including with
          respect to:

            (i) the payment of the $400,000 monthly
                administrative fee in connection with the
                Amendment;

           (ii) certain protections relating to the Amendment;
                and

          (iii) the ability of the Debtors to enter into other
                agreements and documents necessary to consummate
                the transaction.

The Amendment allowed, subject to the other terms and conditions
of the New Vehicles Transaction Documents, these non-debtor
special purpose entities to finance the purchase of the vehicles
that, in turn, are leased to the Debtors for use in their daily
rental operations.

Consequently, the Debtors seek the Court's authority to extend
the renewal period from April 18, 2003 to June 30, 2003.

Mr. Packel tells the Court that the Debtors' business is
dependent on their ability to maintain their fleet.  The Debtors
have investigated the possibility of obtaining fleet financing
from alternative sources and have determined that this
alternative financing arrangements would be on less advantageous
terms than the financing arrangement provided for the amendment.
(ANC Rental Bankruptcy News, Issue No. 29; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


AVIANCA: Fitch Slashes Rating of Receivables to DDD from B-
-----------------------------------------------------------
Fitch Ratings downgraded Avianca Airline Ticket Receivables
Master Trust to 'DDD' from 'B-'. The rating action reflects a
March 24, 2003 missed debt service payment and the ensuing event
of acceleration for the transaction. Resumption of payment
and/or recovery rests on resolution to the current dispute over
the company's claim to the receivables. Fitch will continue to
closely monitor the legal proceedings and comment as
appropriate.  


BOEING COMPANY: Sir Michael Jenkins to Lead Business in the U.K.
----------------------------------------------------------------
The Boeing Company (NYSE: BA) named Sir Michael Jenkins to the
new position of president Boeing UK. He will coordinate all
company activities enterprise-wide in Britain from the Boeing UK
offices in central London.

Sir Michael, previously vice chairman of Dresdner Kleinwort
Wasserstein, will pursue new revenue-growth opportunities, lead
the country strategy planning process and focus on strengthening
local-market presence and profile.

For decades Boeing has invested in the talent, skills and
technology that Britain's scientists, engineers and technicians
offer -- a unique combination that attracts more than 1.6
billion pounds sterling every year from the world's leading
aerospace company. This investment supports some 30,000 jobs in
more than 200 companies across England, Scotland, Wales and
Northern Ireland.

Boeing has forged strong and enduring partnerships with leading
UK companies.  Boeing is also investing heavily in leading-edge
research programs with the universities of Cambridge, Cranfield
and Sheffield. In addition, there are 500 Boeing-badged
employees at company sites and offices across the UK.

"The United Kingdom is one of the most important markets to The
Boeing Company. We have a deep and long-standing partnership
with the UK that stretches back more than 40 years in a story of
mutual success and technical achievement," said Boeing Chairman
and CEO Phil Condit. "The appointment of Sir Michael is a clear
demonstration of Boeing's long-term commitment to building and
expanding our business relationship in Britain."

Sales and marketing responsibilities will remain with the
business units - Boeing Commercial Airplanes, Integrated Defense
Systems, Connexion by Boeing, Boeing Capital Corporation and Air
Traffic Management. Sir Michael will support the sales teams as
they conduct their campaigns in the UK.

"Sir Michael brings years of accomplishments to Boeing," Condit
said. "His familiarity with British business and government as
well as with the American environment will significantly enhance
our relationships and presence in the UK."

Sir Michael, 67, has been vice-chairman of Dresdner Kleinwort
Wasserstein since 1996 with particular focus on the investment
bank's continental European activities.

Sir Michael said: "I am delighted to be joining The Boeing
Company which is so active a player in the British economy.  I
believe that there will be many opportunities to build on
Boeing's already significant presence in the UK, which is a key
focus for the development of the Company's international
business."

Prior to joining the board of the Kleinwort Benson Group in 1993
as an executive director, he spent more than 30 years in the
British Diplomatic Service, serving in several European capitals
including Paris, Bonn and Moscow.

He worked in the European Commission in Brussels from 1973 to
1983, including terms as principal advisor to the EC President
Roy Jenkins and as deputy secretary-general of the Commission.
He was Minister and deputy head of mission at the British
Embassy in Washington, D.C., and from 1988 to 1992 he was
British Ambassador to the Netherlands.

Sir Michael is an advisor to The Prince's Trust and chairman of
the Action Centre for Europe. He is a council member of Britain
in Europe and a trustee of the MCC.  From 1995 to 2001 he was a
non-executive director of the Dutch insurance group, Aegon.

The Boeing Company is the largest aerospace company in the world
and the United States' leading exporter.  It is NASA's largest
contractor and the largest manufacturer of commercial jetliners
and military aircraft.  The company's capabilities in aerospace
also include rotorcraft, electronic and defense systems,
missiles, rocket engines, launch vehicles, satellites, and
advanced information and communication systems.  The company has
an extensive global reach with customers in 145 countries.

The Company latest Form 10-Q filed with the SEC shows the  
company's working capital deficit amounted to $2.4 billion at  
September 30, 2002.


BROADWING INC: December 2002 Net Capital Deficit Tops $2.5 Bil.
---------------------------------------------------------------
Broadwing Inc. (NYSE:BRW) announced its financial results for
the fourth quarter and full year 2002. For the fourth quarter,
Broadwing reported revenue of $503 million, an 8 percent decline
over the same period in 2001. While the company's Cincinnati
Bell businesses grew 4 percent, the revenue decline was due to
weakness in its Broadwing Communications operations. In the
quarter, the company announced an asset impairment charge due to
the exit of its Broadwing Communications business. This non-cash
charge produced an operating loss of $2.2 billion for the
quarter. On a per share basis, the loss from continuing
operations was $10.92, versus a loss of $0.95 per share for the
same period last year. Additionally, the company produced $30
million of positive cash flow(i) in the fourth quarter, its
second consecutive quarter of positive cash flow.

For the year, revenue declined 5 percent to $2.16 billion.
Operating loss increased $1.87 billion to $2.09 billion. The
loss from continuing operations was $11.18 per share; an
increase of $9.68 over the $1.50 per share loss recorded in
2001. Broadwing also reported that net debt(ii) had decreased
$300 million during 2002. Earnings before interest, taxes,
depreciation and amortization (EBITDA)(iii) increased 11 percent
to $641 million. This compares favorably with guidance for
revenue of $2.15 billion and EBITDA of $640 million.

Excluding the impact of all special items discussed in detail
later in this release, the company's loss from continuing
operations was $0.12 per share and $0.46 per share for the
fourth quarter and full year 2002, respectively.

"Our Cincinnati Bell businesses continued to produce solid
financial results," said Kevin Mooney, chief executive officer
of Broadwing Inc. "While it has been a difficult year for our
company and our industry, we have made notable progress against
our restructuring plan over the last six months. We have
strategically realigned our company, successfully completed a
comprehensive amendment to our credit facility, and raised new
capital. We remain focused on executing our restructuring plan,
strengthening our financial position, and creating value for our
shareholders."

"We have made good strides toward strengthening our balance
sheet and improving our liquidity," said Tom Schilling, chief
financial officer of Broadwing Inc. "The company was cash flow
positive for the third and fourth quarters, reduced net debt by
9 percent for the year, and has sufficient liquidity until
2006."

                Cincinnati-Based Operations

For the fourth quarter, Broadwing's Cincinnati Bell businesses
reported revenue growth of 4 percent to $302 million. Operating
income improved 19 percent to $85 million. Selling, general and
administrative expenses of $46 million represented a 13 percent
decrease from the prior period. Capital spending declined year
over year by 40 percent, to $28 million.

For the year, the Cincinnati Bell businesses reported
consolidated revenue of $1.17 billion for 2002, an increase of 3
percent from a year ago. Operating income increased 18 percent
to $356 million. Selling, general and administrative expenses of
$180 million were down 18 percent from 2001. For the year,
capital spending was $111 million, a reduction of 37 percent
from the prior year. The Cincinnati Bell businesses also
produced $285 million of positive cash flow during 2002.

                Local Communications Services

Broadwing's local-exchange subsidiary, Cincinnati Bell
Telephone, produced revenue growth of 5 percent to $223 million
for the fourth quarter. Operating income of $72 million was up
15 percent versus the fourth quarter of 2001. Capital spending
of $23 million was $4 million less than the fourth quarter of
2001.

For 2002, Cincinnati Bell Telephone delivered revenue of $849
million, a 2 percent improvement over the prior year. Operating
income grew 7 percent to $285 million. CBT's capital spending of
$80 million was $41 million less than 2001 and just 9 percent of
revenue for the year.

Cincinnati Bell's bundled services offerings added almost 53,000
subscribers during the year and now total almost 289,000
subscribers. The company's penetration of bundled services among
its residential access lines is 40 percent, making it one of the
industry leaders. The company also expanded its ADSL subscriber
base by 23 percent to almost 75,000 subscribers. This represents
a 9 percent penetration of addressable access lines.

At the end of 2002, Cincinnati Bell had approximately 1,012,000
lines in service, a loss of less than 2 percent from the end of
2001.

                    Wireless Services

For the fourth quarter, CBW reported revenue of $64 million,
essentially flat versus fourth quarter 2001. Operating income
improved 49 percent to $13 million. Capital spending of $4
million was $14 million less than the same period a year ago and
represented just 7 percent of revenue. For the quarter, postpaid
churn was under 2 percent and postpaid ARPU was $57 per month.

For the year, Cincinnati Bell Wireless produced revenue of $260
million, a 5 percent increase over 2001. Operating income grew
by 83 percent to $69 million. Capital spending for 2002 declined
$23 million to $30 million. Cincinnati Bell Wireless ended the
year with 470,000 subscribers, an increase of 2 percent versus
prior year.

              Other Communications Services

Other Communications Services, which includes the company's
switched long distance and public payphone operations, reported
revenue of $20 million, down 2 percent from the same period a
year ago. Operating income remained at break even, unchanged
from the fourth quarter of 2001.

For the year, revenue was up 2 percent from 2001 to $80 million.
Operating income improved to $2 million from a loss of $4
million in the prior year.

Market share for Cincinnati Bell Any Distance, the company's
long distance offering, improved to 69 percent in the
residential market and 43 percent in the business market, an
improvement of 2 points and 5 points respectively versus the
prior year.

"The solid performance of our Cincinnati Bell businesses in
2002, especially relative to their peer group, is a result of
that management team's focus and action to preserve and enhance
the strength, profitability, competitive position, and
substantial cash flows of our local operations," said Jack
Cassidy, chief operating officer, Broadwing Inc.

                   Broadband Services

For the fourth quarter, Broadwing Communications' revenue
declined 18 percent to $225 million. As a result of the impact
of special items, the operating loss of $2.28 billion was $1.96
billion larger than the loss in the same period a year ago.
Capital spending of $8 million in the fourth quarter was $57
million less than the prior year and represented just 4 percent
of revenue.

For the full year 2002, Broadwing Communications reported
revenue of $1.07 billion, a decline of 11 percent from 2001.
Operating loss increased $1.94 billion to $2.44 billion as a
result of asset write-downs. Primarily as a result of the
completion of the optical network in 2001, capital spending was
reduced by $407 million to $65 million in 2002, a level which
represented just 6 percent of revenue.

The terms of the $350 million in new financing arranged by
Goldman Sachs & Company includes restrictions that limit
Broadwing Inc.'s funding of Broadwing Communications beyond an
aggregate amount of $118 million after October 1, 2002. The
amount remaining that could be invested in Broadwing
Communications was $58 million as of February 28, 2003. These
restraints and liquidity uncertainties have prompted the
company's independent accountants to issue a going concern
qualification to their audit report that will be filed along
with the 2002 standalone, subsidiary financial statements of
Broadwing Communications Inc.

                     Special Items

The following special items impacted Broadwing's income (loss)
from continuing operations for the fourth quarter and full year
2002.

-- In accordance with SFAS 144, the company recorded a non-cash
asset impairment charge at its Broadwing Communications
subsidiary of $2.2 billion for the fourth quarter. The net
impact of this charge reduced the company's earnings from
continuing operations by $6.55 per share for the fourth quarter
and full year 2002.

-- As a result of the liquidity restrictions and uncertainties
surrounding Broadwing Communications, the company's federal
income tax provision of $115 million in the fourth quarter of
2002, included a charge of $912 million to establish a valuation
reserve against certain deferred tax assets. The impact of this
charge reduced the company's earnings from continuing operations
by $4.18 per share in both 2002 and the fourth quarter. The
company is pursuing several alternatives to resolve these
uncertainties related to Broadwing Communications that it
expects will result in the realization of these reserved tax
assets.

-- The company also recorded charges to earnings for
restructuring activities of $14 million and $37 million for the
fourth quarter and full year 2002, respectively. The net impact
of these charges reduced the company's earnings from continuing
operations by $0.04 and $0.11 in the fourth quarter and for
2002, respectively.

-- During the fourth quarter, the company recorded a non-cash,
non-recurring charge of $11 million for the write-down of an
investment security. This net impact of this charge reduced the
company's earnings from continuing operations by $0.03 for both
the fourth quarter and full year.

-- During the second and third quarters of 2002 the company
recognized non-cash, non-recurring benefits to both revenue and
operating income of $18 million and $41 million respectively, as
a result of the bankruptcy of two carrier customers, releasing
Broadwing Communications from its service obligations. This net
impact of these items increased the company's earnings from
continuing operations by $0.19 in 2002. They had no impact on
the fourth quarter results.

-- In the second quarter, the company recorded $13 million to
recognize shutdown and other costs related to the termination of
a construction contract that is in dispute. The net impact of
this item reduced earnings from continuing operations by $0.04
per share in 2002. This item had no impact on fourth quarter
results.

The company adopted SFAS 142, effective January 1, 2002. As a
result, the statement of operations reflects a $2.0 billion non-
cash, after-tax charge associated with the write-off of goodwill
related to the acquisition of its broadband business. This item
had no impact on earnings from continuing operations as it was
reported as a cumulative effect of a change in accounting
principle.

"For Broadwing, 2003 will represent a transition year as our
company migrates back to our roots and core business of running
one of the best performing local and wireless operations in our
industry," said Mooney.

As of December 31, 2002, Broadwing Inc.'s shareholder's equity
deficit stands at $2,548,300,000.

                    About Broadwing

Broadwing Inc. (NYSE:BRW) is an integrated communications
company comprised of Broadwing Communications and Cincinnati
Bell. Broadwing Communications leads the industry as the world's
first intelligent, all-optical, switched network provider and
offers businesses nationwide a competitive advantage by
providing data, voice and Internet solutions that are flexible,
reliable and innovative on its 18,700-mile optical network and
its award-winning IP backbone. Cincinnati Bell is one of the
nation's most respected and best performing local exchange and
wireless providers with a legacy of unparalleled customer
service excellence and financial strength. The company was
recently ranked number one in customer satisfaction, for the
second year in a row, by J.D. Power and Associates for local
residential telephone service and residential long distance
among mainstream users and received the number one ranking in
wireless customer satisfaction in its Cincinnati market.
Cincinnati Bell provides a wide range of telecommunications
products and services to residential and business customers in
Ohio, Kentucky and Indiana. Broadwing Inc. is headquartered in
Cincinnati, Ohio. For more information, and to obtain detail of
the company's definition of net debt, EBITDA and cash flow,
visit http://www.broadwing.com.


BROADWING INC: Fitch Removes Negative Watch on Affirmed Ratings
---------------------------------------------------------------
Fitch Ratings removed Broadwing, Inc. and Cincinnati Bell
Telephone from Rating Watch Negative and has affirmed the
following ratings for BRW and its subsidiaries: BRW's senior
secured bank facility 'BB-', BRW's 7.25% senior secured notes
due 2023 'BB-', BRW's 6.75% convertible subordinated notes due
2009 'B', and BRW's 6.75% convertible preferred stock 'B-'.
Fitch has assigned a 'B+' rating to BRW's $350 million 16%
senior subordinated discount notes. Fitch has affirmed the 'BB+'
rating of Cincinnati Bell Telephone's senior unsecured notes and
MTNs. Fitch has assigned a Stable Rating Outlook for BRW and
CBT. The 'CC' rating of Broadwing Communications, Inc.'s 9.0%
senior subordinated notes due 2008 and the 'C' rating on BCI's
12.5% junior exchangeable preferred stock remain on Rating Watch
Negative. These rating actions affect approximately $2.6 billion
of debt and preferred stock.

Fitch's rating action follows the company's announcement that it
has completed an amendment to its senior secured bank facility
and raised additional junior capital in the form of the senior
subordinated discount notes. From Fitch's perspective, the
completion of the amendment and additional capital coupled with
the announced asset sale related to the company's broadband
subsidiary, Broadband Communications, Inc. addresses key
overhangs on the company's credit profile. The amendment to the
revolver coupled with the proceeds from the junior capital
provides the company with enhanced liquidity and financial
flexibility. The bank amendment required the company to
permanently reduce facility commitments by $220 million. The
amendment to the bank facility provides the company with
material amortization relief during 2003 and 2004 timeframe.
Prior to the amendment the company's liquidity position would
come under pressure as significant amortization of the
facility's revolver and term loan A were scheduled to commence
later this year. The revolver maturity date has been extended
into 2006 and does not include any reduction until 2005. The
amortization of Term Loan A will be accelerated moderately to
take advantage of anticipated cash generation.

Amending the bank facility was a key condition to closing the
new $350 million of senior subordinated discount notes. The
notes will rank junior to the company's bank facility and other
senior debt but senior to Broadwing's 6.75% convertible notes.
The notes will pay a 16% coupon of which 12% is cash and 4% is
payable in kind. The notes include warrants to purchase 17.5
million shares of Broadwing common stock at an exercise price of
$3.00. Net proceeds from the offering were utilized to pay down
the company's bank facility pursuant to the terms of the
amendment.

Additional key elements of the bank amendment and the new
financing include restricting the amount of funding Broadwing
can provide to BCI to a total of $118 million after October 1,
2002. The company indicates that $58 million of funding remains
as of February 28, 2003. The amendment provides BRW the needed
flexibility to exchange the BCI 9% senior subordinated notes and
the 12.5% junior exchangeable preferred stock into BRW common or
non cash bearing subordinated debt obligations of BRW. The
company has indicated that a large portion of the BCI note and
preferred stock holders have agreed to exchange these securities
for common stock of Broadwing, Inc.

The company has obtained a waiver from Oak Hill Capital
Partners, the holder of the company's 6.75% convertible notes,
that waives certain acceleration rights related to events at
BCI.

Fitch's rating actions contemplate the successful closing of the
asset sale between Broadwing Communications Services, Inc. (a
wholly owned subsidiary of BCI) and C III Communications, LLC
and the related assumption of operating liabilities and
contracts.

The Stable Rating Outlook reflects the strength and stability of
BRW's remaining local exchange and wireless business and
improved financial flexibility of the company. Cincinnati Bell
Telephone and Cincinnati Bell wireless are market share leaders.
CBT's access line losses and revenue growth have been impacted
by competition from CLECs but not to the extent experienced by
the RBOCs. Stemming in part from the relative lack of
competition in the Cincinnati markets, Fitch expects the ILEC to
continue to generate EBITDA margins that are higher than the
RBOC peer group. Fitch also anticipates that CBT will continue
to contribute free cash flow to the BRW parent.

Cincinnati Bell Wireless provides BRW with a mature wireless
business that also generates cash flow for the BRW parent. CBW
is the market share leader in the Cincinnati and Dayton BTAs and
provides an avenue for CBT to offer a bundled service package.
Free cash flows during 2003 could be impacted by additional
capital expenditures required to upgrade its wireless network
from TDMA to a GSM platform. The network upgrade is needed to
remain competitive and to capture roaming revenue from AT&T
subscribers utilizing CBW's network. Fitch still anticipates
that CBW will generate free cash flow through the network
upgrade process, however free cash flow could be affected by
competitive and pricing pressures as subscriber growth slows.

On a consolidated basis, Fitch expects BRW to generate positive
free cash flow during 2003 and over the medium term. Fitch
expects free cash flow to be earmarked for debt reduction. Fitch
expects BRW's leverage to range between 5.0 and 5.2 times by the
end of 2003. Both of BRW's core businesses are mature so Fitch
does not foresee material free cash flow improvements or revenue
growth in the near term that would accelerate debt reduction.


CABLETEL: Credit Pact Amendment Resolves Technical Violations
-------------------------------------------------------------
Cabletel Communications Corp. (AMEX:TTV; TSX:TTV), the leading
distributor of broadband equipment to the Canadian television
and telecommunications industries, entered into a waiver and
amendment to its credit agreement with its senior bank lender
that has resolved previously announced technical violations with
respect to the year ended December 31, 2002.

The technical violations had resulted from a variation of the
required minimum adjusted net worth, debt service coverage ratio
and interest coverage ratio as of December 31, 2002.

Cabletel Communications offers a wide variety of products to the
Canadian television and telecommunications industries required
to construct, build, maintain and upgrade systems. The Company's
engineering division offers technical advice and integration
support to customers. Stirling Connectors, Cabletel's
manufacturing division supplies national and international
clients with proprietary products for deployment in cable, DBS
and other wireless distribution systems. More information about
Cabletel can be found at http://www.cabletelgroup.com


CABLE & WIRELESS: Fitch Affirms BB+/B Corporate Credit Ratings
--------------------------------------------------------------
Fitch Ratings, the international rating agency, affirmed its
'BB+' Long-term rating and 'B' Short-term rating for Cable &
Wireless PLC. The Outlook is Negative. Fitch recognizes that
C&W's financial flexibility will be enhanced following the
release of GBP1.5bn from an escrow account held to the order of
Deutsche Telekom AG, after the payment of GBP380m to the Inland
Revenue to settle its tax position up to 31 March 2001.
Nevertheless, substantial uncertainties remain with regard to
the leadership and strategic direction of the group. The C&W
Global business model is still unproven and the C&W Regional
incumbent telecommunications service provider businesses
continue to face increasing liberalization and competition.

As a consequence of the tax settlement, Fitch expects DT to
agree to the release of the funds currently held in escrow. As a
result of this release, C&W will have increased financial
flexibility at a time when the newly-appointed chairman has yet
to affirm the group's strategy. Fitch expects C&W to give more
information on its strategy going forward following the
appointment of a new chief executive officer, and possibly
around the time of the announcement of its results for the
financial year to 31 March 2003 on 4 June.

In 2002, the group's previous leadership announced a significant
rationalization of C&W Global, whilst retaining the fundamental
characteristics of the business model. This rationalization was
undertaken in order to help achieve the goal of turning this
business free cash flow (EBITDA minus capital expenditure)
positive in the fourth quarter of the 2003/04 financial year.
The C&W Regional portfolio of incumbent telecommunications
service providers located in the Caribbean and other regions of
the world continue to generate significant free cash flow,
although these operations are operating in liberalized and
increasingly competitive markets, particularly in the mobile
business.

DebtTraders reports that Cable & Wireless PLC's 8.750% bonds due
2012 (CWLN12GBN1) are trading at 83 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=CWLN12GBN1
for real-time bond pricing.


CAMPBELL SOUP: Will Pay Quarterly Dividend on April 30, 2003
------------------------------------------------------------
Campbell Soup Company (NYSE:CPB) announced that the Company's
Board of Directors declared a regular quarterly dividend on its
capital stock of $0.1575 per share. The dividend is payable
April 30, 2003 to shareowners of record at the close of business
on April 11, 2003.

Campbell Soup Company is a global manufacturer and marketer of
high quality soup, sauces, beverage, biscuits, confectionery and
prepared food products. The company owns a portfolio of more
than 20 market-leading businesses each with more than $100
million in sales. They include "Campbell's" soups worldwide,
"Erasco" soups in Germany and "Liebig" soups in France,
"Pepperidge Farm" cookies and crackers, "V8" vegetable juices,
"V8 Splash" juice beverages, "Pace" Mexican sauces, "Prego"
pasta sauces, "Franco-American" canned pastas and gravies,
"Swanson" broths, "Homepride" sauces in the United Kingdom,
"Arnott's" biscuits in Australia and "Godiva" chocolates around
the world. The company also owns dry soup and sauce businesses
in Europe under the "Batchelors," "Oxo," "Lesieur," "Royco,"
"Liebig," "Heisse Tasse," "Bla Band" and "McDonnells" brands.
The company is ably supported by approximately 25,000 employees
worldwide. For more information on the company, visit Campbell's
website on the Internet at http://www.campbellsoup.com.

At Jan. 26, 2003, Campbell Soup's working capital deficit tops
$1.5 billion and the Company's balance sheet shows the firm's
insolvent by more than $100 million.


CASTLE DENTAL: Reaches Preliminary Debt Restructuring Agreements
----------------------------------------------------------------
Castle Dental Centers, Inc. (OTC Bulletin Board: CASL) announced
that it has entered into a series of preliminary agreements to
restructure its debt and re-capitalize the Company.  Key
elements of these agreements include the refinancing of the
Company's current senior credit facility, the entry into a new
five-year $16 million senior credit facility with GE Healthcare
Financial Services, and the sale of $12 million in preferred
stock to a new equity investor.  The consummation of these
transactions, which is subject to completion of definitive
documentation and satisfaction of certain other conditions,
would result in the new equity investor owning a majority of the
common equity and voting rights in Castle Dental Centers.

James M. Usdan, president and chief executive officer, commented
on the new agreements, "The completion of these preliminary
agreements will represent the culmination of our debt
restructuring efforts, which have been ongoing for more than two
years.  We have made significant progress in improving our
operating performance and, with this new investment and the
resulting substantial reduction in bank debt, we will begin to
reinvest in our dental centers with the goal of eventually
resuming controlled growth.  GE Healthcare Financial Services
has been instrumental in reaching an agreement to refinance our
bank debt and we look forward to working with them as we
continue our turnaround.  We are very excited about this new
opportunity."

There can be no assurance, however, that this restructuring will
be consummated since the closing is subject to conditions beyond
the Company's control, including, the negotiation, execution and
delivery of definitive documentation for the restructuring by
all required parties, including the Company's senior bank
lenders and GE Healthcare Financial Services, the satisfaction
of certain other conditions and the absence of any material
adverse change affecting the Company's business.

Castle Dental Centers, Inc. develops, manages and operates
integrated dental networks through contractual affiliations with
general, orthodontic and multi-specialty dental practices in the
U.S. Castle manages 77 dental centers with approximately 190
affiliated dentists in Texas, Florida, Tennessee and California
with annual patient revenues of approximately $100 million.


CENTRAL EUROPEAN: Appoints Roby Burke as President and COO
----------------------------------------------------------
Central European Media Enterprises Ltd. (CME) (Nasdaq: CETV)
announced the appointment of Fred Klinkhammer as Vice-Chairman
and CEO and the appointment of Roby Burke as President and COO.
Mr. Klinkhammer has been President and CEO since 1999 and prior
to that was COO. Mr. Burke joined CME in 2001 as Vice-President
and COO.

Commenting on the appointments, Ronald S. Lauder said, "Fred has
played a crucial role in our pursuit of justice from the Czech
Republic and in the development of CME's station group into a
broadcast business that boasts some of the best margins in the
broadcast industry. Roby has assumed increasing responsibility
over the past two years and made key contributions to the
significant improved performance of our television networks and
stations. These and other recently announced appointments
ideally position CME to pursue the collection of the Czech Award
this year and build upon CME's excellent market leading station
group."

Central European Media Enterprises Ltd. (CME), with a total
shareholders' equity deficit of about $96 million as of December
31, 2002, is a TV broadcasting company with leading stations in
four countries reaching an aggregate of approximately 71 million
people.  The Company's television stations are located in
Romania (PRO TV, Acasa), Slovenia (POP TV, Kanal A), Slovakia
(Markiza TV) and Ukraine (Studio 1+1). CME is traded on the
NASDAQ under the ticker symbol "CETV". For additional
information on CME visit http://www.cetv-net.com


CITICORP MORTGAGE: Fitch Rates Classes B-4 & B-5 at BB/B
--------------------------------------------------------
Citicorp Mortgage Securities, Inc.'s REMIC pass-through
certificates, series 2003-3 class A-1 through A-33, A-PO ($575.3
million) are rated 'AAA' by Fitch Ratings. In addition, Fitch
rates class B-1 ($7.4 million) 'AA', class B-2 ($3.2 million) is
rated 'A', class B-3 ($1.8 million) 'BBB', class B-4 ($1.2
million) 'BB' and class B-5 ($900,000) 'B'.

The 'AAA' rating on the senior certificates reflects the 2.60%
subordination provided by the 1.25% class B-1, 0.55% class B-2,
0.30% class B-3, 0.20% privately offered class B-4, 0.15%
privately offered class B-5 and 0.15% privately offered class B-
6 (which is not rated by Fitch). In addition, the ratings
reflect the quality of the mortgage collateral, strength of the
legal and financial structures, and CitiMortgage, Inc.'s
servicing capabilities (rated 'RPS1' by Fitch) as primary
servicer.

The mortgage loans in the pool have an unpaid aggregate
principal balance of $590,647,845 consists of 1,287 recently
originated, 19-30 year fixed-rate mortgage loans secured by one-
to four-family residential properties located primarily in
California (49.92%) and New York (12.06%). The weighted average
current loan to value ratio of the mortgage loans is 64.94%.
Condo properties account for 3.66% of the total pool and co-ops
account for 4.14%. Cash-out refinance loans represent 17.95% of
the pool and there are no investor properties. The average
balance of the mortgage loans in the pool is approximately
$458,934. The weighted average coupon of the loans is 6.29% and
the weighted average remaining term is 357 months. Approximately
1.2% of the mortgage loans in the pool are secured by properties
located in the State of Georgia, none of which are governed
under the Georgia Fair Lending Act.

The mortgage loans were originated or acquired by CMI and in
turn sold to CMSI. A special purpose corporation, CMSI,
deposited the loans into the trust, which then issued the
certificates. U.S. Bank National Association will serve as
trustee. For federal income tax purposes, a real estate mortgage
investment conduit election will be made with respect to the
trust fund.


CLEAN HARBORS: Will Host Q4 & Year-End Conference Call on Apr. 1
----------------------------------------------------------------
Clean Harbors, Inc. (Nasdaq: CLHB), the leading provider of
hazardous waste and environmental management services throughout
North America, today announced it plans to hold a conference
call to discuss fourth-quarter and year-end financial results
live over the Internet on Tuesday, April 1, 2003 at 9:00 a.m.
ET. Hosting the call will be Chairman, President and Chief
Executive Officer Alan McKim. Senior Vice President and Chief
Financial Officer Roger Koenecke, Site Services President Gene
Cookson, Executive Vice President and General Counsel Bill
Geary, and Senior Vice President Planning & Development Steve
Moynihan will join him.

The Company plans to issue a news release announcing fourth-
quarter and year-end financial results after market on Monday,
March 31. In addition, Clean Harbors will Webcast its
presentation at the Deutsche Bank Basic Industries Conference on
April 1 at 11:00 a.m. ET.

Those who wish to listen to the fourth-quarter conference call
or Deutsche Bank presentation should visit the investor section
of the Company's Web site at www.cleanharbors.com. In addition,
interested parties can access archived versions of the call and
presentation, also by visiting the investor section of Clean
Harbors' Web site. Both will be available for one week.

Clean Harbors, Inc. through its subsidiaries provides a wide
range of environmental and waste management services to a
diversified customer base including a majority of the Fortune
500 companies, thousands of smaller private entities and
numerous governmental agencies. Within its international
footprint, Clean Harbors has service and sales offices located
in 40 states, six Canadian provinces, Mexico, and Puerto Rico,
and operates over 50 waste management facilities strategically
located throughout North America. For more information, visit
our Web site at http://www.cleanharbors.com.

                        *   *   *

As previously reported in the Troubled Company Reporter's Aug.
5, 2002, edition, Standard & Poor's Ratings Services raised its
corporate credit rating on Clean Harbors Inc., to double-'B'-
minus from single-'B', citing improvements in the waste
management firm's business and financial profiles. At the same
time, Standard & Poor's assigned its double-'B' rating to the
company's proposed $200 million senior secured credit
facilities, based on preliminary terms and conditions. The
outlook is positive.

The upgrade reflects a material improvement in both business and
financial profiles stemming from the pending acquisition of
Safety-Kleen Corp.'s (which is in Chapter 11 bankruptcy)
Chemical Services Div., for $46 million in cash and the
assumption of $265 million of environmental liabilities.


CMS ENERGY: Extends $250MM Consumers Energy Revolving Facility
--------------------------------------------------------------
CMS Energy (NYSE: CMS) announced that it has reached agreement
with a consortium of banks to replace early an existing $250
million, 364-day revolving credit facility.  The new credit
facility matures in March 2004 with two annual extensions at the
Company's option which would extend the maturity to March 2006.  
Proceeds from the facility will be used for general corporate
purposes for CMS Energy's principal subsidiary, Consumers
Energy.  The credit facility is secured by the utility's first
mortgage bonds.

Early replacement of this credit facility is the second step in
a comprehensive financing plan undertaken by CMS Energy to
strengthen liquidity. CMS Energy previously announced a new $140
million six-year loan to support the longer-term liquidity
position of Consumers Energy.

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, visit
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.


CNH GLOBAL: Shareholders Approve Debt Reduction Action
------------------------------------------------------
CNH Global N.V. (BB/Stable/-) announced that the company's
shareholders have approved plans to reduce the company's net
debt by $2 billion through the issuance of convertible perpetual
preferred securities to a financial affiliate of CNH's majority
shareholder, Fiat S.p.A. (BB+/Negative/B). The transaction is
expected to close on April 3, 2003.

The company expects to use the proceeds of the transaction to
repay Equipment Operations indebtedness owed to Fiat Group
companies. On a December 31, 2002 pro forma basis, Equipment
Operations net debt will drop to a level of about $1.5 billion,
and the company's net debt-to-capitalization ratio will drop
from 56% to 24%.

Shareholders also approved the company's plans to implement a 1-
for-5 reverse split of the company's common stock.  The reverse
split will take effect on April 1, 2003.

CNH is the number one manufacturer of agricultural tractors and
combines in the world, the third largest maker of construction
equipment, and has one of the industry's largest equipment
finance operations.  Revenues in 2002 totaled $10 billion.  
Based in the United States, CNH's network of dealers and
distributors operates in over 160 countries.  CNH agricultural
products are sold under the Case IH, New Holland and Steyr
brands.  CNH construction equipment is sold under the Case,
FiatAllis, Fiat Kobelco, Kobelco, New Holland, and O&K brands.  
Visit http://www.cnh.com


CNH GLOBAL: Shareholders Elect Three New Directors to Board
-----------------------------------------------------------
The shareholders of CNH Global N.V. (NYSE: CNH) have elected
three new board members in an extraordinary general meeting held
at the company's registered offices in the Netherlands.  The
newly elected members are: Giuseppe Morchio, chief executive
officer of Fiat S.p.A., Ferruccio Luppi, chief financial officer
of Fiat S.p.A., and, Bruno Cova, general counsel of Fiat S.p.A.  
The new members fill the vacancies left by the resignations of
Gabriele Galateri, Damien Clermont, and Alessandro Barberis.

Giuseppe Morchio joined the Pirelli Group in 1980, holding a
number of key positions including vice president, manufacturing,
quality, and logistics for Pirelli Tire worldwide before
becoming the CEO of the Group's operations, first in Spain, and
subsequently in North America.  After taking over Pirelli's
worldwide cable operations in 1993 he quickly refocused the
business and restored it to profitability.  By leveraging on new
telecom optical technologies he repositioned the Pirelli Group.  
In February 2003, Morchio joined the Fiat Group as chief
executive officer.

Ferruccio Luppi joined the IFIL Group in 1984, where he was
responsible for the Group's Development and Control Department.  
In 1997, Luppi moved to the Worms Group, a publicly traded
investment holding company, where he was named as the chief
operating officer and was elected to the board the following
year.  In 2002 Luppi joined the Fiat Group as chief financial
officer.

Bruno Cova joined the international law firm of Frere Cholmeley,
where he worked in the firm's London and Milan offices.  In 1992
he joined Agip S.p.A. becoming general counsel of Agip following
its merger with Eni S.p.A.  Cova left Agip to serve as chief
compliance officer at the European Bank for Reconstruction and
Development.  In 2001 he joined the Fiat Group as senior vice
president and general counsel.  He chairs the Corporate Counsel
Committee of the International Bar Association.

CNH is the number one manufacturer of agricultural tractors and
combines in the world, the third largest maker of construction
equipment, and has one of the industry's largest equipment
finance operations.  Revenues in 2002 totaled $10 billion.  
Based in the United States, CNH's network of dealers and
distributors operates in over 160 countries.  CNH agricultural
products are sold under the Case IH, New Holland and Steyr
brands.  CNH construction equipment is sold under the Case,
FiatAllis, Fiat Kobelco, Kobelco, New Holland, and O&K brands.  
Visit http://www.cnh.com


CYGNUS: 2002 Shareholders' Equity Deficit Increases to $42.6MM
--------------------------------------------------------------
Cygnus, Inc. (OTC Bulletin Board: CYGN) reported total revenues
of $3.9 million for the year ended December 31, 2002, compared
to $5.8 million for the year ended December 31, 2001. Cygnus
posted a net loss of $41.7 million, or $1.11 a share, for the
year ended December 31, 2002, compared to a net loss of $39.2
million, or $1.31 a share, for the year ended December 31, 2001.

Net product revenues for the year ended December 31, 2002 were
$3.5 million, compared to $489,000 for the year ended December
31, 2001. Ninety percent of net product revenues recognized for
the year ended December 31, 2002 resulted from sales of
GlucoWatchr Biographer systems in the United States.

Unit shipments of the GlucoWatch Biographers for the year ended
December 31, 2002 were approximately 36,000 Biographers, of
which approximately 2,000 were first-generation products sold
directly to end users, and approximately 34,000 were second-
generation products shipped to Sankyo Pharma Inc. pursuant to
the Sales, Marketing and Distribution Agreement, dated July 8,
2002, between Cygnus and Sankyo. Under the agreement, Sankyo has
the exclusive right to sell, market and distribute Cygnus'
GlucoWatch Biographers and its future similar glucose monitoring
products in the United States. During the year ended December
31, 2002, Cygnus shipped approximately 527,000 AutoSensors, of
which approximately 454,000 were shipped to Sankyo. The total
invoice amount of Biographer, AutoSensor and accessory shipments
for the year ended December 31, 2002 was $17.2 million. In
accordance with generally accepted accounting principles,
however, for the year ended December 31, 2002, Cygnus deferred
product revenues related to product shipments of approximately
$13.2 million. The amount of deferred product revenues is
subject to further adjustments to take into account sales
commissions to Sankyo and other pricing adjustments, and this
deferred revenue is a component of "deferred revenues net of
deferred costs of product shipments" in the liability section of
Cygnus' balance sheets.

"2002 was a year marked by significant events achieved during
financially challenging conditions," said John C Hodgman,
Chairman, Chief Executive Officer and President of Cygnus, Inc.
"Launching the GlucoWatch Biographer, the only frequent,
automatic and non-invasive glucose monitoring device in the
world, was the culmination of a decade of scientific and
technical dedication and commitment. This revolutionary
technology that enables people with diabetes to detect trends
and track patterns in glucose levels will fundamentally change
and improve how diabetes is managed. A major challenge we faced
was the delisting of our common stock from the Nasdaq National
Market and subsequent move of our stock to the OTC Bulletin
Board. To avoid a default associated with our delisting and to
reduce the interest rate thereunder, we agreed to amend our
$22.3 million Convertible Debentures to reduce the conversion
price and grant a security interest in certain of our assets."

Mr. Hodgman continued, "In 2002 we shipped product with a total
invoice value of $17.2 million. Much of this product is being
used to meet Sankyo's inventory carrying requirements. Sankyo
has been successful in generating prescriptions for the
Biographer, but has experienced a delay in converting these
prescriptions into end-user purchases because of the lengthy
process of seeking insurance reimbursement. Sankyo has put into
place additional resources to address this situation. However,
as discussed in our January 15, 2003 conference call, the result
of this delay in selling product through to the end-user
customers is the reduction of Sankyo's forecasted requirements
for our products for 2003. We anticipate significantly more
shipments from Cygnus to Sankyo in the second half of 2003
compared to the first half of 2003 as Sankyo reduces their
current inventory during the first part of the year."

Contract revenues for the year ended December 31, 2002 were
$401,000, compared to $5.3 million for the year ended December
31, 2001. Included in contract revenues for the year ended
December 31, 2001 was a milestone payment of $5.0 million from a
former partner (Yamanouchi Pharmaceutical Co., Ltd.) related to
FDA approval of the GlucoWatch Biographer.

Total costs and expenses for the year ended December 31, 2002
were $42.8 million, compared to $43.2 million for the year ended
December 31, 2001.

Costs of product revenues for the year ended December 31, 2002
were $6.4 million, compared to $271,000 for the year ended
December 31, 2001. Costs of product revenues for the year ended
December 31, 2002 consisted of $5.0 million in material and
other production costs associated with the manufacturing of the
Company's products and underabsorbed indirect overhead
representing excess manufacturing capacity put in place to
accommodate the Company's anticipated future requirements and
approximately $1.4 million in expenses related to the write-off
of excess first-generation Biographer inventory, material and
literature.

Research and development expenses for the year ended December
31, 2002 were $13.9 million, compared to $27.4 million for the
year ended December 31, 2001. Research and development expenses
decreased significantly as a result of a reduction in material
costs charged to research and development expenses for
commercial manufacturing scale-up.

Sales, marketing, general and administrative expenses for the
year ended December 31, 2002 were $22.5 million, compared to
$15.5 million for the year ended December 31, 2001. These
amounts included $14.2 million and $7.4 million of sales and
marketing expenses in the years ended December 31, 2002 and
2001, respectively. Included in the $14.2 million for 2002 is
$10.0 million of advertising and promotion expenses that were
required under the Company's agreement with Sankyo. The overall
increase of $7.0 million in sales, marketing, general and
administrative expenses over the prior year is primarily
attributed to an increase of $6.3 million in advertising and
promotion expenses. Cygnus expects that these product promotion
expenses will not be incurred in 2003 and thereafter, as Sankyo
now has full responsibility for such expenses.

As of December 31, 2002, the Company had $26.6 million in cash,
cash equivalents and short-term investments. The Company had
total liabilities of $83.1 million, of which $47.4 million were
current liabilities. Current liabilities of $47.4 million
included $25.0 million in deferred revenues that reflect the
milestone payments received from Sankyo. If the agreement with
Sankyo is terminated before 2005 due to certain events, such as
a change of control, the Company would be required to repay
Sankyo these milestone amounts. Also included in current
liabilities is deferred revenues net of deferred costs of
product shipments of $8.2 million. This reflects the deferral of
$13.2 million in revenues from 2002 product shipments to Sankyo
for sale to third parties less costs associated with these
revenues of $5.0 million. As Sankyo sells product, the Company
will recognize these revenues, subject to further adjustments.

As of December 31, 2002, the company's stockholders' net capital
deficiency is at $42,622,000 compared to $18,048,000 in 2001.

                        About Cygnus

Cygnus -- http://www.cygn.comand http://www.glucowatch.com--  
develops, manufactures and commercializes new and improved
glucose-monitoring devices. Cygnus' products are designed to
provide more data to individuals and their physicians and enable
them to make better-informed decisions on how to manage
diabetes.  The GlucoWatch(R) Biographer was Cygnus' first
approved product. The device and its second-generation model,
the GlucoWatch(R) G2(TM) Biographer, are the only products
approved by the FDA that provide frequent, automatic and non-
invasive measurement of glucose levels. Cygnus believes its
products represent the most significant commercialized
technological advancement in self-monitoring of glucose levels
since the advent of "finger-stick" blood glucose measurement
approximately 20 years ago. The Biographer is not intended to
replace the common "finger-stick" testing method, but is
indicated as an adjunctive device to supplement blood glucose
testing to provide more complete, ongoing information about
glucose levels.


DIGITAL COURIER: Discloses Bankruptcy Risks in Latest SEC Filing
----------------------------------------------------------------
During the three months ended December 31, 2002 Digital Courier
Technologies' operations generated income of $762,339, however
operating income was mainly a result of a non-cash adjustment of
$1,298,748 to the Company's chargeback accrual due to a change
in estimate.  Without this adjustment, the Company would have  
incurred a significant operating loss.  During the six months
ended December 31, 2002 the Company's operations generated
income of $258,569, however operating income was mainly a result
of a non-cash adjustment of $1,298,748 to its chargeback accrual
due to a change in estimate.   Again, as before, without this
adjustment, the Company would have incurred a significant
operating loss.  Since its  inception, Digital Courier
Technologies' business has incurred significant losses, and as
of December 31, 2002 had negative working capital of $6,111,341.  
As a result, there is uncertainty about the Company's  ability
to continue as a going concern, which was stated in Digital
Courier's auditor's report on the Company's statements for the
2002 fiscal year.  Although management projects improved cash
flows from  operating activities, there can be no assurance that
management's projections will be achieved. Management may also
be required to pursue sources of additional funding to meet
ongoing operating expenses.  There can be no assurance that
additional funding will be available or, if available, that it
will be available on acceptable terms or in required amount.

During October 2002, a disagreement arose between the Company's
European processing partner and two of the  Company's customers.  
As a result of the disagreement, those customers discontinued
card processing through the Company at the end of October 2002.
Revenues for the three and six months ended December 31, 2002
have been negatively impacted because these two customers
represented approximately 41% of the Company's total revenues
from the beginning of fiscal 2003 through date processing was
discontinued.  The Company has put in place an agreement with a
new European processing partner and begun the process of
migrating its remaining  European customers to that platform.  
There can be no assurance that remaining European customers will  
successfully be migrated to this new platform.

The Company likely will need to raise additional capital to
finance ongoing operations during the next fiscal year, research
and development and future plans for expansion.  Adequate funds
for these and other purposes on terms acceptable to the Company,
whether through additional equity financing, commercial or
private debt or other sources, may not be available when needed
or may result in significant dilution to existing stockholders.  
Furthermore, the Company's losses and lack of tangible assets to
pledge as  security for debt financing could prevent the Company
from obtaining traditional bank or similar debt financing.  
Failure to obtain adequate financing when and in the amounts
required would have a material adverse effect on the Company and
could result in cessation of the Company's business and could
force the Company to seek protection under bankruptcy laws.
Since its inception, the business has incurred significant
losses, and as of December 31, 2002, had an accumulated deficit
of $291,535,565. As a result, there is substantial uncertainty
about the Company's ability to continue as a going concern,
which, as mentioned above, was stated in the auditor's report on
the Company's financial statements for the 2002 fiscal year.  
The Company expects to incur operating losses for the
foreseeable future and says it cannot be sure that it will
generate sufficient revenues to ever achieve or sustain
profitability.


DIRECTV LATIN: Wants to Retain Ordinary Course Professionals
------------------------------------------------------------
DirecTV Latin America, LLC seeks the Court's authority to retain
and compensate professionals that the company turns to in the
ordinary course of its business.

Joel A. Waite, Esq., at Young Conaway Stargatt & Taylor, LLP, in
Wilmington, Delaware, relates that DirecTV retains various
professionals in the ordinary course of its business to render
services relating to the numerous issues that arise in the
conduct of its regular business affairs unrelated to this
Chapter 11 cases.  DirecTV needs these services on a continuing
basis.

Rather than file formal employment applications for each and
every professional, DirecTV proposes that each ordinary course
professional be required to file an affidavit with the
Bankruptcy Court providing disclosure about the firm's identity,
services to be performed, compensation arrangements and
potential conflicts within 30 days of their retention.

Mr. Waite indicates that ordinary course professionals are
compensated on an hourly fee basis.  In some instances, the
ordinary course professionals will be owed for accrued pre-
petition fees.  Since the ordinary course professionals that are
attorneys are being retained for matters that would qualify them
as "special" counsel, if retained pursuant to Section 327(e) of
the Bankruptcy Code, DirecTV submits that these ordinary course
professionals should not be required to demonstrate their
disinterestedness as provided by Section 327(a) of the
Bankruptcy Code.  DirecTV has inquired of the Ordinary Course
Professionals and it does not believe that any of them hold or
represent any interest adverse to DirecTV or its estates with
respect to the matters on which they are to be employed.

Furthermore, DirecTV asks the Court to allow it to pay, without
need to file a formal fee application with the Court, 100% of
the fees and expenses of each of the ordinary course
professional upon submission of an invoice setting in reasonable
detail the nature of the services rendered and any corresponding
charges and expenses.  Mr. Waite clarifies that DirecTV
expressly reserves the right to dispute any invoice.

The Debtor agrees, during the pendency of the Chapter 11 case,
that no ordinary course professional will be paid more than
$25,000 per month without an order from the Court authorizing a
higher amount.  In addition, no ordinary course professional
will be paid more than $150,000 in fees in the aggregate during
the pendency of this Chapter 11 cases without a Court order
authorizing a higher amount.

According to Mr. Waite, DirecTV should be allowed to continue to
retain the ordinary course professionals because:

    (a) DirecTV cannot continue to operate its business in
        accordance with sound business practice unless it
        retains and pays for the services of the ordinary course
        professionals;

    (b) it would hinder DirecTV's operations if it was required
        to submit to the Court an application, affidavit and
        proposed retention order for each ordinary course
        professional;

    (c) a number of the ordinary course professionals are
        unfamiliar with the interim and final fee application
        procedures employed in the  bankruptcy cases, with some
        of them unwilling to work with DirecTV if these
        requirements were imposed;

    (d) the cost of preparing and prosecuting the retention
        applications and fee applications, to ultimately be
        borne by the estate, would be significant and
        unnecessary;

    (e) the requirement that the ordinary course professionals
        each file retention pleadings and follow the usual fee
        application process used by other bankruptcy
        professionals would burden the clerk's office, this
        Court and the Office of the U.S. Trustee with
        unnecessary fee applications;

    (f) the procedures for retention and compensation of
        ordinary course professionals are not unusual given the
        size of DirecTV's estate and the magnitude, complexity
        and multi-jurisdictional nature of its business;
        (DirecTV Latin America Bankruptcy News, Issue No. 2;
        Bankruptcy Creditors' Service, Inc., 609/392-0900)


DOBSON COMMS: Declares In-Kind Dividend on 13% Preferred Shares
---------------------------------------------------------------
Dobson Communications Corporation (Nasdaq:DCEL) declared an in-
kind dividend on its outstanding 13% Senior Exchangeable
Preferred Stock (CUSIP 256072 50 5). The dividend will be
payable on May 1, 2003 to holders of record at the close of
business on April 15, 2003.

Holders of shares of 13% Senior Exchangeable Preferred Stock
will receive 0.03214 additional shares of 13% Senior
Exchangeable Preferred Stock for each share held on the record
date. The dividend covers the period February 1, 2003 through
April 30, 2003. The dividends have an annual rate of 13% on the
$1,000 per share liquidation preference value of the preferred
stock.

Dobson Communications is a leading provider of wireless phone
services to rural markets in the United States. Headquartered in
Oklahoma City, the Company owns or manages wireless operations
in 17 states. Dobson has expanded rapidly in recent years
through internal growth and by acquisition. For additional
information on the Company and its operations, please visit its
Web site at http://www.dobson.net  

                        *   *   *

As reported, Standard & Poor's Ratings Services lowered its
corporate credit ratings on cellular service provider Dobson
Communications Corp., and its subsidiary, Dobson Operating Co.
LLC, to 'B' from 'B+' due to the impact of lower roaming yield
on revenue growth, lower net customer additions compared with
guidance for full-year 2002, and overall slower industry growth.
Standard & Poor's also placed the ratings on CreditWatch with
negative implications reflecting the uncertainty related to the
Dobson family loan with Bank of America which matures on
March 31, 2003, unless extended.

Simultaneously, Standard & Poor's lowered its corporate credit
rating on American Cellular Corp., a joint venture between
Dobson Communications and AT&T Wireless Services, to 'CC' from
'CCC-' due to the potential for debt restructuring in the near
term. The rating remains on CreditWatch with negative
implications, where it was placed on April 5, 2002.

DebtTraders reports that Dobson/Sygnet Communications Co.'s
12.250% bonds due 2008 (DCEL08USR2) are trading at 77 cents-on-
the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=DCEL08USR2
for real-time bond pricing.


DOLE FOOD: Shareholders Vote Yes on Merger Proposal
-----------------------------------------------------
Dole Food Company, Inc. (NYSE:DOL) announced that its
stockholders approved the going-private merger agreement under
which David H. Murdock, Dole's Chairman and Chief Executive
Officer, will acquire the approximately 76% of Dole's common
stock that he and his affiliates do not already own for $33.50
per share in cash.

Votes "FOR" the merger totaled approximately 43.3 million
shares, or 77% of the outstanding shares. Votes "AGAINST" the
merger totaled approximately 386,514 shares and holders of
29,967 shares abstained. Approximately 70% of the shares held by
stockholders other than Mr. Murdock and his affiliates voted
"FOR" the merger.

"I am very pleased that Dole stockholders voted in favor of the
going-private merger transaction," said Mr. Murdock.

The transaction is expected to close promptly following
completion of the necessary financing. Currently, Dole
anticipates that the closing will occur on March 28, 2003.

Dole Food Company, Inc., with 2002 revenues of $4.4 billion, is
the world's largest producer and marketer of high-quality fresh
fruit, fresh vegetables and fresh-cut flowers, and markets a
growing line of packaged goods.

                        *   *   *

As reported in the Dec. 23, 2002, issue of the Troubled Company
Reporter, Standard & Poor's lowered the corporate credit rating
on fresh fruit and vegetable producer Dole Food Co., Inc., to
'BB' from 'BBB-'. The rating downgrade follows Dole's
announcement that it has signed a definitive merger agreement
with David Murdock, who will acquire the approximately 76% of
Dole's outstanding common stock that he or his family does not
currently own for $33.50 per share. The total enterprise value
of the transaction, including the assumption of debt, is
approximately $2.5 billion.

The ratings action reflects a significant increase in financial
risk related to the leveraged buyout. Under the proposed
transaction, the company's 4x total debt to EBITDA would be well
beyond levels consistent with an investment-grade rating for
Dole's business profile.


EL PASO: M. Talbert Joins Board, J. Bissell Named Lead Director
---------------------------------------------------------------
El Paso Corporation (NYSE: EP) announced that its Board of
Directors voted unanimously to add J. Michael Talbert, current
chairman and former chief executive officer of Transocean Inc.,
to the board effective April 1, 2003, and appointed John Bissell
as lead director.  The board also appointed Joe B. Wyatt to lead
the board's compensation committee, and Robert W. Goldman to
head the finance committee.

Ronald L. Kuehn, Jr., El Paso's chairman and chief executive
officer, said, "We are delighted to welcome Mr. Talbert to El
Paso's strong board.  He brings more than 30 years of experience
in the oil and gas industry.  We value his insight to help us
continue with our significant progress on the implementation of
our operational and financial plan.  In addition, we are
confident that Mr. Bissell's exceptional record of strong
leadership and experience will be central to this company and
its board as we work to focus on our core businesses, reduce
expenses, strengthen the balance sheet, and enhance liquidity."

Mr. Bissell assumes the role of lead director from Ronald L.
Kuehn, Jr. who was named chairman chief executive officer on
March 12.  Mr. Bissell will also assume leadership of the
previously appointed internal CEO search committee consisting of
Ronald Kuehn, Jr., Joe B. Wyatt and Juan Carlos Braniff.

Mr. Talbert was named chairman of Transocean Inc. in October
2002.  He served Transocean and its predecessor companies as
chief executive officer from 1994 until October 2002, and has
been a member of the Board of Directors since 1994.  Previously,
Mr. Talbert was president and chief executive officer of Lone
Star Gas Company, a natural gas distribution company and
subsidiary of ENSERCH Corporation, from 1990 to 1994.  He was
also president of Texas Oil & Gas Company from 1987 to 1990, and
served in various positions at Shell Oil Company from 1970 to
1982.  Mr. Talbert is also a past chairman of the National Ocean
Industries Association (NOIA) and a member of the University of
Akron's College of Engineering Advancement Council.  Mr. Talbert
graduated from the University of Akron with a BS in Chemical
Engineering and received an MBA from Loyola University.

El Paso Corporation is the leading provider of natural gas
services and the largest pipeline company in North America.  The
company has core businesses in pipelines, production, midstream
services, and power.  El Paso Corporation, rich in assets and
fully integrated across the natural gas value chain, is
committed to developing new supplies and technologies to deliver
energy.  For more information, visit http://www.elpaso.com

                       *     *     *

As reported in Troubled Company Reporter's February 11, 2003
edition, Standard & Poor's lowered its long-term corporate
credit rating on energy company El Paso Corp., and its
subsidiaries to 'B+' from 'BB'.

Standard & Poor's also lowered its senior unsecured debt rating
at the pipeline operating companies to 'B+' from 'BB' and the
senior unsecured rating on El Paso to 'B' from 'BB-', reflecting
structural subordination relative to the operating companies.
All ratings on El Paso and its subsidiaries were removed from
CreditWatch, where they were placed Sept. 23, 2002. The outlook
is negative.


EL PASO: Asset Sales Total $1.7 Billion Since January
-----------------------------------------------------
El Paso Corporation (NYSE: EP) has completed or signed
additional asset sales that result in transactions totaling over
$1.7 billion since January 1 of this year.  This total
represents more than 50 percent of the company's asset sales
goal of $3.4 billion for calendar year 2003.

     -- The company announced the sale of its asphalt business
        to Trigeant EP, Ltd. for an estimated purchase price of
        $63 million, including approximately $28 million for the
        business's inventory.  The consideration includes a $23
        million secured note, with the balance in cash at
        closing.  The transaction involves the sale of an
        asphalt refinery in Alabama, terminaling facilities, and
        associated sales and marketing divisions, plus
        assumption of certain Kansas Asphalt operations under a
        long-term lease.  El Paso acquired the Asphalt business
        through its merger with The Coastal Corporation in 2001.

     -- El Paso sold its 17.8-percent interest in the ECK
        Generating project and affiliated businesses to a Swiss
        energy company.  The project, located near Prague, Czech
        Republic, is a 343-megawatt power generating station
        that provides approximately 3 percent of the country's
        total electricity demand.  Financial terms were not
        disclosed.

     -- El Paso completed the sale of its remaining 2.1-percent
        equity interest in the Alliance Pipeline to affiliates
        of Enbridge Inc. (NYSE: ENB) and Fort Chicago Energy
        Partners L.P. (Toronto: FCE.UN) for $24.4 million.  In  
        November 2002, Fort Chicago and Enbridge acquired the
        majority of El Paso's interests in the Alliance Pipeline
        and all of El Paso's interest in the Aux Sable natural
        gas liquids plant and Alliance Canada Marketing.

     -- El Paso also closed the sale of its Drumheller, Alberta
        area oil and natural gas assets, production facilities,
        gas plants and undeveloped lands to Canadian Superior
        Energy Inc. for $36.1 million.

These asset sales support El Paso's previously announced 2003
five-point business plan, which includes exiting non-core
businesses quickly but prudently and strengthening and
simplifying the balance sheet while maximizing liquidity.

El Paso Corporation is the leading provider of natural gas
services and the largest pipeline company in North America.  The
company has core businesses in pipelines, production, midstream
services, and power.  El Paso Corporation, rich in assets and
fully integrated across the natural gas value chain, is
committed to developing new supplies and technologies to deliver
energy.  For more information, visit http://www.elpaso.com


ENCOMPASS SERVICES: Brings-In FMI Corp as Management Consultants
----------------------------------------------------------------
Encompass Services Corporation and its debtor-affiliates sought
and obtained the Court's authority to employ FMI Corporation as
management consultants.

FMI will contact candidates interested in effecting a purchase
and sale or exchange of the Debtors' business interest in:

    (1) Mechanical Services of Orlando, Inc.,
    (2) Air Systems, Inc.,
    (3) Encompass Industrial Services Southwest, Inc.,
    (4) Garfield-Indecon electrical Services, Inc.,
    (5) Sander Bros., Inc.,
    (6) Encompass Capital, Inc.
    (7) Encompass Constructors, Inc., and
    (8) Gamewell Mechanical, Inc.

FMI is the nation's largest provider of management consulting
training and capital services to the worldwide construction
industry.  Gray H. Muzzy, Encompass Senior Vice President,
Secretary and General Counsel, relates that FMI provides
services in the areas of strategic planning, leader and
organizational development, marketing, sales, among others.  
Given FMI's background, expertise, and intimate familiarity with
the construction industry, the Debtors believe that FMI is both
well qualified and uniquely able to provide the services in a
most efficient and timely manner.

Mr. Muzzy reports that the Debtors and FMI are parties to
prepetition employment agreements to market certain of their
assets:

    Agreement Date     Asset
    --------------     -----
    March 5, 2002      EMS Central Florida, f/k/a Mechanical
                       Services Inc. of Orlando

    August 2, 2002     Encompass Industrial Services

On November 23, 2002, FMI and the Debtors also entered into
another agreement.  Under the November 23 Agreement, FMI will:

    (a) advise the management and shareholders as to the
        acquisition climate and operating decisions that might
        have an impact on the marketability of the firm;

    (b) advise the shareholders as to the value of the business
        and a suggested pricing strategy;

    (c) prepare a summary information pack on the firm suitable
        for review by a prospective purchaser;

    (d) identify potential purchasers and pre-qualify them as to
        their capability and interest level;

    (e) contact potential purchasers to encourage interest in
        the firm and begin initial negotiations; and

    (f) provide oversight and management to the negotiation
        process to ensure the completion of a transaction under
        terms and conditions satisfactory to the shareholders.

As compensation for its services, the Debtors will pay FMI non-
refundable engagement fees in accordance with the Agreements:

                Agreement Date         Asset
                --------------         -----
                March 5              $15,000
                August 2              25,000
                November 23           75,000

Aside from the Engagement Fees, at the Closing of a transaction,
the Debtors will pay FMI in cash:

    -- For March 5 Agreement:

         (i) 2% of the selling price up to $4,000,000; plus

        (ii) 5% of the selling price from $4,000,000 up to
             $6,000,000; plus

       (iii) 6% of the selling price from $6,000,000 up to
             $8,000,000; plus

        (iv) 5% of the selling price over $8,000,000.

    -- For August 2 Agreement, the sum of:

         (i) 2.5% of the selling price up to $17,500,000; plus

        (ii) 3% of the selling price from $17,500,000 up to
             $22,500,000; plus

       (iii) 4% of the selling price from $22,500,000 up to
             $25,000,000; plus

        (iv) 5% of the selling price over $25,000,000;

         (v) a $100,000 Minimum fee.

    -- For November 23 Agreement, the greater of $100,000 or
       2.5% received for each subsidiary divested.  The Debtors
       will also pay an additional 2.5% fee incentive on the net
       tax benefit they received for those transactions closed
       on or before December 31, 2002.  This bonus will be paid
       by April 30, 2003.

The August 2 Agreement and the November 23 Agreement further
provides that:

    -- if any transaction other than a merger, acquisition, or
       business combination is effected with a candidate
       identified or introduced by FMI to the Debtors, like a
       project joint venture, licensing agreement, or marketing
       or distribution arrangement, the Debtors will pay FMI a
       $100,000 fee for the transaction; and

    -- should a transaction be undertaken with an understanding
       that the Debtors' assets will be used to fund the
       purchaser's price commitment, FMI will receive a
       commission based on the actual purchase price without a
       reduction for the value of the assets used or which may
       be used to pay on the purchase price.

With respect to any assets marketed by FMI as to which an
acquisition of a business interest of less than 100% of the
assets is completed, FMI will still be entitled to collect its
Fees in accordance with the Agreements.  However, if, as part of
the transaction, there is a contractual agreement to purchase an
additional interest or percentage in the Assets or if further
consideration is to be paid after the Closing based on an earn-
out or other contingent formula, FMI will receive a Success Fee
under the March 5 Agreement and additional fees under the
August 2 and November 23 Agreements.

The August 2 Agreement also provides that, if the Debtors or
their shareholders enters into a transaction with a candidate
firm that would be characterized as a permanent joint venture,
new business entity, credit guarantee, or a business combination
other than an acquisition or merger, the Debtors will pay FMI
$100,000 in cash at the Closing.  The Debtors will also
reimburse FMI's out-of-pocket expenses.

Andrew W. Arnold, FMI Managing Director, discloses that FMI has
provided a variety of management consulting services since the
formation of Building One Services.  The prepetition services
include:

    -- advisory services in the acquisition of companies for
       Building One before it merged with Group MAC; and

    -- strategic planning, training, and other management
       consulting services since Building One Services'
       inception.

Nevertheless, Mr. Arnolds attests that FMI has no connection
with, and holds no interest adverse to, the Debtors and their
estates. (Encompass Bankruptcy News, Issue No. 10; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


ENRON CORP: Great Lakes Wants to Terminate Transpo Service Pacts
----------------------------------------------------------------
Great Lakes Gas Transmission Limited Partnership asks the Court
to modify the automatic stay to permit the termination of
various Transportation Service Agreements, or alternatively, to
compel Enron North America Corporation to assume or reject the
Agreements.

According to Robert S. Burrick, Esq., at Floyd Isgur Rios &
Wahrlich, PC, in Houston, Texas, Great Lakes and ENA are parties
to four prepetition firm and interruptible Transportation
Service Agreements, Nos. FT0324, FT2378, IT0224 and IT0085.  
Under the firm Agreements, ENA has reserved a fixed volume of
pipeline capacity to transport volumes of natural gas to certain
delivery points on Great Lakes' pipeline system.  The firm
Agreements require ENA to pay a fixed monthly reservation fee,
and a utilization fee for a volume of natural gas actually moved
through Great Lakes' pipeline system.  On the other hand, the
interruptible Agreements require ENA to pay only a utilization
fee.

Mr. Burrick notes that Great Lakes has prepetition claims
against ENA under the Agreements totaling $361,770 and
postpetition claims totaling $1,278,324.  Moreover, monthly
charges continue to accrue pursuant to the terms of the
Agreements.  ENA is also in default under the Agreements due to
its failure to honor its contractual obligations to Great Lakes
since the Petition Date. Though, ENA is no longer utilizing the
pipeline capacity under the Agreements.

Despite the entry of the Rejection Procedures Order and the
Pipeline Capacity Procedures Order, Mr. Burrick points out that
ENA has neither rejected the Agreements nor has it released its
firm capacity so that it may be offered to replacement shippers.
Thus, Great Lakes' pipeline capacity reserved for ENA remains
idle, with ENA in default under the firm Agreements.  Still,
Great Lakes remains obligated to perform under these Agreements
due to ENA's failure to formally reject them.  Due to ENA's
inaction, Great Lakes continues to incur losses on its
unutilized pipeline capacity.

Accordingly, Mr. Burrick contends that cause exists for the
Court to modify the automatic stay under Section 362(d) of the
Bankruptcy Code:

    (a) Great Lakes continues to incur losses under the
        Agreements while ENA is in default and is not utilizing
        the pipeline capacity; and

    (b) ENA will not suffer any harm if the automatic stay is
        modified to permit the termination of the Agreements.

If the automatic stay cannot be lifted, Mr. Burrick asserts that
the Court should compel the Debtors to immediately assume or
reject the Agreements pursuant to Section 365 of the Bankruptcy
Code.  "It is apparent that ENA does not intend to use the
pipeline capacity under the Agreements," Mr. Burrick comments.
Thus, no additional time is needed for ENA to determine whether
to reject the Agreements.

In fact, Mr. Burrick points out, ENA is not paying the charges
accruing postpetition under the Agreements.  In addition, the
Agreements are not ENA's primary asserts.  On the other hand,
Great Lakes continues to incur losses on its unutilized
pipeline. (Enron Bankruptcy News, Issue No. 60; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


EUROGAS: Closes $1.5M Private Placement for Use at Gemerska Mine
----------------------------------------------------------------
EuroGas Inc. (OTCBB:EUGS.OB) announced the completion of a
Private Placement of 10,000,000 restricted common shares at
$0.15 per share to a European industrial group. The proceeds of
$1,500,000 will be used to continue the development work at the
company's wholly owned Gemerska Poloma talc orebody in Eastern
Slovakia and general corporate purposes.

In addition EuroGas Inc. is negotiating with the same European
industrial group the sale of a 15% shareholding in Rozmin
s.r.o., a wholly owned subsidiary of EuroGas Inc. Rozmin s.r.o.
owns the Gemerska Poloma talc orebody which is considered to be
one of the largest talc orebodies in the world. According to a
1997 Feasibility Study prepared by Thyssen Schachtbau of Germany
mineable measured reserves in only the western portion of the
orebody amount to 147 million tons with an average talc grade of
19.68% resulting in a total of 28.9 million tons of raw talc, or
appr. 20 times the current annual European consumption of talc.
The eastern portion of this huge orebody has not been explored
yet.

Separately EuroGas Inc. has entered into discussions with a
large international talc producer and talc marketing company
with the aim to enter into a long-term sales contract for talc
products from Gemerska Poloma.

Eurogas' Sept. 30, 2002, balance sheet shows a working capital
deficit of about $11 million and a total shareholders equity
deficit of about $2 million.
  

EUROTECH LTD: Inks Tech Exchange Agreement with HomeCom Comms
-------------------------------------------------------------
Eurotech, Ltd. (OTC Pink Sheets:EUOT) announced that the company
has agreed to license the rights it owns to the EKOR, HNIPU and
Electro Magnetic Radiography (EMR) technologies to HomeCom
Communications, Inc. (OTCBB:HCOM).

The agreement calls for Eurotech to exchange the license to the
technology in exchange for a 75% majority ownership in HomeCom
and a seven per cent royalty payment on net sales. Eurotech's
stock interest will be represented by Series F Convertible
Preferred Stock, which, when sufficient shares of HomeCom common
stock are authorized by its stockholder, will be convertible
into HomeCom common stock.

Eurotech and HomeCom plan to file a proxy to authorize the
issuance of the additional shares. Upon the closing of the sale
of the HomeCom's exiting web hosting business (which also
requires stockholder approval), Eurotech will have rights to
majority control of the HomeCom Board of Directors and
responsibility for the assignment of any new executive
management positions in HomeCom.

The proposed transactions are subject to the satisfaction of
certain conditions set forth in the transaction documents.

The HomeCom transaction is expected to enable Eurotech to
accelerate the delivery to market of its environmental
technologies and advanced materials for use in industrial
products such as its hybrid non-isocyanate polyurethane (HNIPU)
for coatings and paints, and its radiation-resistant EKOR
nuclear encapsulant.

EMR is ready to deploy for imaging of subterranean nuclear and
hazardous wastes in ground and marine settings, and for oil
exploration. Interested resin/binder formulators for HNIPU are
being evaluated with a goal of finalizing a new technology
transfer partner, anticipated no later than third quarter 2003,
EKOR is in production and being marketed to nuclear waste
managers in the US and abroad.

Eurotech's corporate focus will be managing its assets and
holdings, including its ownership in Markland Technologies, Inc.
(OTCBB:MKLD) and HomeCom. The Company has negotiated the
elimination of the balance of its preferred share obligations in
exchange for certain preferred stock of Markland and HomeCom,
which it will acquire in the HomeCom and related transactions.

Upon completion of the HomeCom transaction, Eurotech believes
that it can reduce its current burn rate by about 50%. The
transaction also creates a more attractive structure to secure
long term financing for Eurotech.

Eurotech is a corporate asset manager seeking to acquire,
integrate and optimize a diversified portfolio of manufacturing
and service companies in various markets. Our mission is to
build value in our emerging technologies and in the companies we
acquire and own, providing each with the resources it needs to
realize its strategic business potential.

At September 30, 2002, Eurotech's balance sheet shows that total
current liabilities exceeded total current assets by about $2
million.


EVOLVE SOFTWARE: Shares Knocked Off Nasdaq SmallCap Market Today
----------------------------------------------------------------
Bankrupt company Evolve Software, Inc. (Nasdaq: EVLV)(Bankr.
Del., Case No.03-10841) announced that on March 20, 2003,
Evolve received a final delisting notice from the Nasdaq
SmallCap Market informing Evolve that its common stock would be
delisted from the Nasdaq SmallCap Market prior to the opening of
business on March 31, 2003.  Evolve will not request a hearing
to appeal the delisting notice.  Evolve's common stock will be
eligible for trading on the OTC Bulletin Board only if certain
conditions are met, including the filing of a Form 211 by a
market maker and the clearance of such Form 211 by the National
Association of Securities Dealers.  Evolve cannot assure that a
market for its common stock will develop or that trading of its
common stock will occur on the OTC Bulletin Board or at all.

                       About Evolve

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


FANNIE MAE: Initiates Noncallable Benchmark Notes Buyback
---------------------------------------------------------
Fannie Mae (FNM/NYSE), the nation's largest source of financing
for home mortgages, announced that it would begin repurchasing
the following outstanding Noncallable Benchmark Securities(R)
issues on Thursday, March 27, 2003. There is no guarantee that
any security identified for this buyback transaction will be
repurchased. Minimum outstanding size after all repurchases for
Benchmark Securities with maturities of 10 years or less will be
$4 billion.

----------------------------------------------------------------
                           Settlement Date             Current
        Maturity              of          Amount        Amount
Coupon   Date       CUSIP  Repurchase    Repurchased Outstanding
----------------------------------------------------------------
3.875%  March 15,  31359MMG5 March 28,      $0       $6.000   
         2005                 2003        Billion    Billion
----------------------------------------------------------------
7.000%  July 15,   31359MFV0 March 28,      $0.750   $8.450
         2005                  2003       Billion    Billion
----------------------------------------------------------------
5.500%  Feb. 15,   31359MHB2 March 28,      $0.861   $9.639
         2006                  2003       Billion    Billion
----------------------------------------------------------------
5.250%  Jan. 15,   31359MEK5 March 28,      $0.375    $6.475
         2009                  2003       Billion    Billion
----------------------------------------------------------------
6.375%  June 15,   31359MEV1 March 28,      $0.500    $6.696
         2009                  2003        Billion    Billion
---------------------------------------------------------------
                          Total Repurchased $2.486
                                           Billion

Fannie Mae is a New York Stock Exchange company and the largest
non-bank financial services company in the world. It operates
pursuant to a federal charter and is the nation's largest source
of financing for home mortgages. Fannie Mae is working to shrink
the nation's "homeownership gaps" through a $2 trillion
"American Dream Commitment" to increase homeownership rates and
serve 18 million targeted American families by the end of the
decade. Since 1968, Fannie Mae has provided over $4.5 trillion
of mortgage financing for more than 49 million families. More
information about Fannie Mae can be found on the Internet at
http://www.fanniemae.com.

                        *   *   *

As reported in the Troubled Company Reporter's Nov. 13, 2002,
issue,  Standard & Poor's Ratings Services lowered its ratings
on two classes of pass-through certificates issued by Fannie Mae
Multifamily REMIC Trust 1998-M1.  Concurrently, three classes
from the same transaction are affirmed.

The lowered ratings reflect concerns regarding the financial
status of the watchlist loans as prepared by the servicers. GMAC
Commercial Mortgage is the servicer and special servicer for the
multifamily loans.  National Consumer Cooperative Bank is the
servicer and special servicer for the cooperative loans.

                       Ratings Lowered
   
           Fannie Mae Multifamily REMIC Trust 1998-M1
              Pass-through certs series 1998-M1
   
                        Rating
         Class      To       From        Credit Support (%)
         E          B-       B           1.43
         F          CCC+     B-          1.14
   
                      Ratings Affirmed
   
          Fannie Mae Multifamily REMIC Trust 1998-M1
             Pass-through certs series 1998-M1
   
         Class        Rating          Credit Support (%)
         B            BBB-            8.00
         C            BB              2.29
         D            BB-             2.00


FC CBO II: S&P Downgrades Class B Rating to B+ from BB
------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on the
class A and B notes issued by FC CBO II Ltd., an arbitrage CBO
transaction collateralized primarily by high-yield bonds, and
removed them from CreditWatch negative. The rating on the class
A notes is lowered to 'A+' from 'AA' and the rating on the
class B notes is lowered to 'B+' from 'BB'. The rating on the
class B notes was previously lowered on Aug. 9, 2002.

The lowered ratings on the notes reflect factors that have
negatively impacted the credit enhancement available to support
the rated notes since the previous rating action. These factors
primarily include par erosion of the collateral pool securing
the rated notes as a result of asset defaults within the
collateral pool and deterioration in the credit quality of the
underlying assets.

Standard & Poor's noted that as of the most recent available
monthly trustee report (March 3, 2003), the class A par value
ratio was 111.3%, versus the minimum required class A par value
ratio of 119%. The class B par value ratio was 101.6%, versus
the minimum required class B par value ratios of 110%.

The credit quality of the collateral pool has also deteriorated
since the previous rating action. Currently, 7.32% of the
performing assets in the collateral pool come from obligors with
ratings on CreditWatch with negative implications, and 10.41% of
the total assets come from obligors with ratings that are in the
'CCC' range.

Standard & Poor's has reviewed the results of current cash flow
runs generated for FC CBO II Ltd. to determine the level of
future defaults the rated tranches can withstand under various
stressed default timing and interest rate scenarios, while still
paying all of the rated interest and principal due on the notes.
After the results of these cash flow runs were compared with the
projected default performance of the collateral pool, it
was determined that the ratings assigned to the notes were no
longer consistent with the amount of credit enhancement
available, resulting in the lowered ratings.

Standard & Poor's will continue to monitor the performance of
the transaction and will be in close contact with Bank of
Montreal, the collateral manager, to ensure that the ratings
assigned remain consistent with the amount of credit enhancement
available.
   
            RATINGS LOWERED AND OFF CREDITWATCH
   
                  FC CBO II Ltd.
   
                 Rating                    Current
      Class    To        From              Balance (mil. $)
      A        A+        AA/Watch Neg      641.837
      B        B+        BB/Watch Neg       67.174


FOCAL COMMS: Wants to Stretch Lease Decision Time Through June 1
----------------------------------------------------------------
Focal Communications Corporation, and its debtor-affiliates
wants to enlarge their time period within which they must elect
whether to assume, assume and assign, or reject their unexpired
nonresidential real property leases.  The Debtors tell the U.S.
Bankruptcy Court for the District of Delaware that they need
until June 1, 2003 to decide their unexpired leases.

The Debtors report that since the Petition Date, they have been
consumed with the operation of their businesses and the numerous
operation issues which arise in connection with the chapter 11
filing.  Additionally, the Debtors have been focused on the
filing of their Summary of Schedules and Statement of Financial
Affairs, addressing numerous utility issues, the rejection of
numerous executory contracts and unexpired leases, the
establishment of a bar date to assert prepetition claims against
the Debtor's estates and the continued process of prosecuting
the Debtors plan of reorganization.

The Debtors point out that extending their lease decision period
will provide them with an additional, limited time they need to
have the plan process well in hand, and to address the need for
the continued use of the Unexpired leases in connection with the
Plan.

The Debtors assure the Court that they are current in all of
their validly due postpetition rent payments and other
contractual obligations with respect to the Unexpired Leases and
they intend to continue doing so.  

Focal Communications Corporation other related Debtors are
national communicational providers of voice and data services to
communications-intensive users in major cities and metropolitan
areas in the United States.  The Debtors filed a chapter 11
petition on December 19, 2002 (Bankr. Del. Case No. 02-13709).  
Laura Davis Jones, Esq., and Christopher James Lhulier, Esq., at
Pachulski Stang Ziehl Young & Jones PC represent the Debtors in
their restructuring efforts.  When the Company filed for
protection form its creditors it listed $561,044,000 in total
assets and $609,353,000 in total debts.

Focal Communications Corp.'s 12.125% bonds due 2008
(FCOM08USR1), DebtTraders says, is trading between 4 and 6. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=FCOM08USR1
for real-time bond pricing.    


GATEWAY INT'L: Independent Auditors Air Going Concern Doubts
------------------------------------------------------------
Gateway International Holdings, Inc., was originally
incorporated on September 24, 1997 under the laws of Nevada. The
Company and its subsidiaries are engaged in acquiring,
refurbishing and selling pre-owned  Computer Numerically
Controlled machine tools, and manufacturing of precision
component parts in the fields of defense, aerospace and medical
tools. The Company trades on the OTC Bulletin Board under the
symbol "GWIH.OB".

The Company has negative working capital of $875,417, an
accumulated deficit of $1,618,991, losses from  operations and
the lack of profitable operational history.  These factors,
among others, raise substantial doubt about the Company's
ability to continue as a going concern. The Company intends to
fund operations through increased sales and debt and equity
financing arrangements which management believes may be
insufficient to fund its capital expenditures, working capital
and other cash requirements for the fiscal year ending September
30, 2003.  Therefore, the Company may be required to seek
additional funds to finance its long-term operations.  The
successful outcome of future activities cannot be determined at
this time and there is no assurance that if achieved, the
Company will have sufficient funds to execute its intended
business plan or generate positive operating results.

Gateway International Holdings' independent certified public
accountants have stated in their Auditor's  Report included in
Form 10-KSB, that the Company has incurred operating losses, has
a working capital  deficit, historical losses from operations
and a significant stockholders' deficit.  These conditions,  
among others, raise substantial doubt about the Company's
ability to continue as a going concern.


GMACM: Fitch Takes Rating Actions on Series 2003-J2 P-T Notes
-------------------------------------------------------------
Fitch rates $549 million GMACM mortgage pass-through
certificates 2003-J2 classes A-1 through A-9, PO, IO, R-I and R-
II certificates ($534.7 million) 'AAA'. In addition, Fitch rates
class M-1 ($7.2 million) 'AA', class M-2 ($3.3 million) 'A',
class M-3 ($1.9 million) 'BBB', privately offered class B-1
($1.1 million) 'BB' and privately offered class B-2 ($800,000)
'B'.

The 'AAA' rating on the senior certificates reflects the 2.80%
subordination provided by the 1.30% class M-1, 0.60% class M-2,
0.35% class M-3, 0.20% privately offered class B-1, 0.15%
privately offered class B-2 and 0.20% privately offered class B-
3 (which are not rated by Fitch).

Fitch believes the above credit enhancement will be adequate to
support mortgagor defaults as well as bankruptcy, fraud and
special hazard losses in limited amounts. In addition, the
ratings reflect the quality of the mortgage collateral and the
strength of the legal and financial structures and GMAC Mortgage
Corporation's servicing capabilities as servicer. Fitch
currently rates GMAC Mortgage Corporation 'RPS1' for servicing.

As of the cut-off date, March 1, 2003, the trust consists of one
group of mortgage loans with an aggregate principal balance of
$550,138,305. The mortgage pool consists of 1,246 conventional,
fully amortizing 30-year fixed-rate mortgage loans secured by
first liens on one- to four-family residential properties. The
average unpaid principal balance as of the cut-off date is
$440,463. The weighted average loan-to-value ratio (OLTV) is
68.51%. Approximately 56.02% and 0.08% of the mortgage loans
possess FICO scores greater than 720 and 660 or less,
respectively. Cash-out refinance loans represent 23.76% of the
loan pool. The three states that represent the largest portion
of the mortgage loans are California (24.95%), Massachusetts
(15.85%) and New Jersey (9.11%).

Approximately 0.69% of the mortgage loans in the aggregate are
secured by properties located in the State of Georgia, none of
which are governed under the Georgia Fair Lending Act (GFLA).
For additional information on the GFLA, please see the press
release issued March 14, 2003 entitled 'Fitch To Rate RMBS After
Amendment To Georgia Predatory Lending Statute, GFLA', available
on the Fitch Ratings web site at 'www.fitchratings.com'.

The loans were sold by GMAC to Residential Asset Mortgage
Products, the depositor. The depositor, a special purpose
corporation, deposited the loans in the trust, which then issued
the certificates. For federal income tax purposes, an election
will be made to treat the trust fund as two real estate mortgage
investment conduits (REMICs).


GRUMMAN OLSON: Asks to Continue Financing with Ford and GMAC
------------------------------------------------------------
Grumman Olson Industries, Inc., asks for approval from the U.S.
Bankruptcy Court for the Southern District of New York to obtain
credit and other financial accommodations from General Motors
Acceptance Corporation and from Ford Motor Credit.

Since 1999, the Debtor has obtained financing for its business
operations primarily from Transamerica Business Credit
Corporation.  As of the Petition Date, the total amount owing by
the Debtor to TBCC in connection was the principal sum of
$20,504,988, including contingent obligations in the aggregate
undrawn face amount of $3,058,741. The Debtor's obligations to
TBCC in connection are secured by first-priority security
interests and liens on essentially all of the Debtor's assets.

The Debtor, as part of its regular business operations, needs to
maintain on-site inventories of the various types of truck
chassis used for such Complete Unit Orders. The Debtors relate
that since 1997, Ford Credit and GMAC has provided them with
financing to purchase its necessary inventory of chassis
produced by Ford and General Motors.

The Ford Credit Prepetition Inventory Financing included a
revolving loan, not to exceed the aggregate principal amount of
$2.5 million and GMAC Prepetition Inventory Financing included
loan in the aggregate amount of $12,000,000.  The Loan is to be
used by the Debtor solely for the purpose of purchasing chassis
or other vehicles manufactured by Ford and GM.

As of the Petition Date, the Debtor's indebtedness to Ford
Credit totals to $3,300,000 and GMAC Loan Documents totaled
$5,426,863.

The Debtor points out that absent this additional postpetition
inventory financing, the Debtor's business will be harmed
through the loss of existing and future Complete Unit Orders.
The Debtor's loss of sales due to an inability to purchase
required additional chassis would threaten the Debtor's ability
to consummate a sale of its business as a going concern.

Due to the Debtor's current financial condition, financing
arrangements and capital structure, the Debtor cannot obtain
unsecured credit allowable under Section 503(b)(1) of the
Bankruptcy Code as an administrative expense.

Grumman Olson Industries, Inc., a business which derives its
operating revenues primarily from the sale of truck bodies,
filed for chapter 11 protection on December 9, 2002 (Bankr.
S.D.N.Y. Case No. 02-16131). Sanford Philip Rosen, Esq., at
Sanford P. Rosen & Associates, P.C., and James M. Matthews,
Esq., at Carl A. Greci, Esq., represent the Debtor in its
restructuring efforts.  When the Company filed for protection
from its creditors, it listed $30,022,000 in total assets and
$38,920,000 in total debts.


HAWAIIAN AIRLINES: Has Until May 5 to File Schedules
----------------------------------------------------
The U.S. Bankruptcy Court for the District Hawaii gave Hawaiian
Airlines, Inc., and its debtor-affiliates an extension of time
to file their schedules of assets and liabilities, statements of
financial affairs and lists of executory contracts and unexpired
leases required under 11 U.S.C. Sec. 521(1).  The Debtors have
until May 5, 2003, to deliver these financial and operational
disclosure documents with the Bankruptcy Court.  

Hawaiian Airlines Incorporated provides primarily scheduled
transportation of passengers, cargo and mail. Flights operate
within the South Pacific and to points on the west coast as well
as Las Vegas.  The Company filed for chapter 11 protection on
March 21, 2003, (Bankr. Hawaii Case No. 03-00817).  Lisa G.
Beckerman, Esq., at Akin Gump Strauss Hauer & Feld LLP represent
the Debtor in its restructuring efforts.  When the Company filed
for protection from its creditors, it listed debts and assets of
more than $100 million each.


HEALTHSOUTH: JPMorgan Prohibits April 1 Payments on Sub. Debt
-------------------------------------------------------------
HEALTHSOUTH Corporation (OTC Pink Sheets: HLSH) announced that
it has received notice from JPMorgan Chase Bank, administrative
agent under the Company's $1.25 billion credit facility, that
its lenders have determined that the previously announced
Securities and Exchange Commission and Department of Justice
investigations into its financial reporting and related activity
constitute a material adverse effect under the terms of the
credit facility and, therefore, that HEALTHSOUTH is in default
under the credit facility.

As a result of this default, which is not a payment default,
JPMorgan Chase Bank has given the Company notice that it is
currently prohibited from making the approximately $17.2 million
interest payment to holders of its 10.75% Senior Subordinated
Notes and the approximately $349.8 million payment of principal
and interest to holders of its 3.25% Convertible Subordinated
Debentures due, in each case, on April 1.

"HEALTHSOUTH is currently in discussions with JPMorgan Chase
Bank and our other lenders to address the Company's current
liquidity situation," said Joel C. Gordon, Acting Chairman of
the Board of HEALTHSOUTH. "We are hopeful that the decision by
our senior lenders to prohibit payments to our subordinated
bondholders will provide the Company with some additional time
to continue our discussions in an orderly manner and to seek a
resolution that is in the best interest of the Company and all
of its stakeholders. We cannot, however, provide any assurances
that an agreement with our lenders will ultimately be reached."

                  Professionals' Who's Who List

Jess St. Onge at Bloomberg News reports that D.J. Baker, Esq.,
at Skadden, Arps, Slate, Meagher & Flom is providing legal
advice to HealthSouth; Bryan P. Marsal at Alvarez & Marsal is on
board as the Company's crisis manager; FTI Consulting, Inc., is
working with the Company's Bank Lenders; and Brad E. Scheler,
Esq., at Fried, Frank, Harris, Shriver & Jacobson is working
with a group of bondholders to protect their interests.  

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


HEXCEL: Finalizes Terms of 7% Convertible Sub. Note Redemption
--------------------------------------------------------------
Hexcel Corporation (NYSE/PCX:HXL) announced the terms of the
redemption of its remaining $46.9 million principal amount of 7%
Convertible Subordinated Notes Due 2003, as set by US Bank
Trust, the trustee for the notes. The redemption price of the
notes is 100% of principal plus accrued interest. The conversion
price of the notes is $15.81 per share. The redemption date is
April 21, 2003, and the conversion privilege expires at 5:00
P.M. EST, April 17, 2003.

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

                        *   *  *

As previously reported in Troubled Company Reporter, Standard &
Poor's assigned its 'B' rating to Hexcel Corp.'s proposed $125
million senior secured notes due 2008 that are to be offered
under SEC Rule 144a with registration rights. At the same time,
Standard & Poor's affirmed its 'B' corporate credit rating on
the advanced structural materials manufacturer. The outlook is
negative.

The proceeds from the proposed debt offering, in combination
with a portion of the proceeds from the sale of $125 million in
preferred stock to certain investors, will be used to refinance
and pay down the company's existing secured credit facility. The
remaining proceeds from the preferred stock sale will be used to
repay the subordinated notes maturing in August 2003. In
addition, Hexcel is arranging a new credit facility to meet
working capital needs. The notes are secured by substantially
all domestic property, plant, and equipment. The transactions
are expected to close simultaneously by the end of the first
quarter of 2003.

"The refinancing and preferred stock issuance will alleviate
near-term liquidity concerns regarding the return to stricter
bank covenants in the first quarter of 2003 and upcoming debt
maturities. Therefore, the outlook will likely be revised to
stable from negative after the transaction closes," said
Standard & Poor's credit analyst Christopher DeNicolo.


HOLIDAY RV: Senior Lender Wants Debt Conversion To Shares
---------------------------------------------------------
Holiday RV Superstores, Inc. (RVEE.PK) announced that its
majority stockholder and senior lender has requested that the
Company convert $150,000 in principal and $150,000 in accrued
but unpaid interest owing under an outstanding convertible
promissory note due from the Company into shares of the
Company's common stock. The conversion price which is sought is
$0.02 per share, which the noteholder asserts is the conversion
price established in accordance with the terms of the Note. If
the shares of common stock are issued on this basis, the
majority stockholder's ownership of the Company's common stock
would increase from approximately 69 percent to more than 90
percent. Were the Company to issue the shares of common stock
subject to the conversion notice, thus increasing the majority
stockholder's ownership interest to over 90 percent, the
majority stockholder would be able to effect a "short form"
merger in which the shares of common stock not owned by the
majority stockholder could be acquired in exchange for
consideration solely determined by the majority stockholder
(subject only to dissenters' appraisal rights under Delaware
corporate law).

The Company has not yet issued the shares of common stock
referenced in the conversion notice and is evaluating its
rights, responsibilities and options. There can be no assurance
as to the outcome of this matter.

                     About Holiday RV

Holiday RV operates retail stores in Florida, Kentucky, New
Mexico and West Virginia. Holiday RV, the nation's only publicly
traded national retailer of recreational vehicles and boats,
sells, services and finances more than 90 RV brands.


ITS NETWORKS: December Balance Sheet Upside Down by $5.7 Million
----------------------------------------------------------------
ITS Networks Inc. was incorporated in the State of Florida on
November 23, 1998.  On December 22, 2000,  the Company issued
16,886,667 shares of common stock in exchange for 100% of the
outstanding common stock of  ITS Europe, S.L., a Spanish
telecommunications company.  For accounting purposes, the
acquisition was  recorded as a recapitalization of ITS Europe,
with ITS Europe as the acquirer. The 16,866,677 shares  issued
are treated as issued by ITS Europe for cash.

In December 2002 the Company acquired Teleconnect
Comunicaciones, S.A. for up to 3,000,000 shares of the common
stock of the Company valued at 1,378,759 Euro and the assumption
of approximately 2,200,000 Euro of net debt.  The stock issuance
is subject to guarantees made by Teleconnect shareholders that
Teleconnect liabilities will not exceed 2,200,000 Euro.
Management anticipates that Teleconnect debts will sufficiently
exceed the 2,200,000 Euro limit so that none of this stock
presently held in escrow will be released.

The Company is a provider of pre-paid telephone cards and other
telecommunication services and products  primarily within Spain.

The Company incurred losses of $3,798,000 and $22,000 for the
quarters ended December 31, 2002 and 2001, respectively.  In
addition, the Company has incurred substantial losses since its
inception. As of  December 31, 2002, current liabilities
exceeded current assets by $7,663,000 and total liabilities
exceeded total assets by $5,699,000. These factors raise
substantial doubts about the Company's ability to continue as a
going concern.

Management anticipates that it will be able to convert certain
outstanding debt into equity and that it will be able to raise
additional working capital through the issuance of stock and
through additional loans from investors. Furthermore, it
anticipates that it will be able to achieve a profitable level
of operations  since it has completed the consolidation of its
ITS Europe and Teleconnect operations.

The ability of the Company to continue as a going concern is
dependent upon its ability to attain a satisfactory level of
profitability and obtain suitable and adequate financing. There
can be no assurance that management's plan will be successful.


KENNAMETAL: Lowers Near-Term Expectations Due To Declining Sales
----------------------------------------------------------------
In response to significant weakening in global industrial
demand, Kennametal Inc. (NYSE: KMT) revised the sales and
earnings outlook for the company's fiscal 2003 third and fourth
quarters.  Third quarter sales are now expected to grow 15 to
17 percent, with diluted earnings per share between $0.33 and
$0.35, excluding special charges.  The earnings assumption
includes $0.08 of dilution from the recent acquisition of Widia.  
For the year ending in June 2003, sales are anticipated to grow
9 to 11 percent, and diluted earnings per share are forecasted
to range from $1.30 to $1.40, excluding special charges.  The
earnings assumption includes $0.15 of dilution from the recent
acquisition of Widia.  The Widia dilution impact is in-line with
the original acquisition assumptions.  Despite the reduction in
earnings expectations, the company still anticipates at least
$100 million in free operating cash flow for the year.

The company noted that the change in outlook reflects a sharp
decline in both North American and European sales beginning in
the middle of March, which followed softening in global
economies through February and early March.  The company
believes that the revision is prudent based on the combination
of the decline in demand and an acute lack of visibility into
near-term economic trends.

Kennametal Inc. aspires to be the premier tooling solutions
supplier in the world with operational excellence throughout the
value chain and best-in- class manufacturing and technology.  
Kennametal strives to deliver superior shareowner value through
top-tier financial performance.  The company provides customers
a broad range of technologically advanced tools, tooling systems
and engineering services aimed at improving customers'
manufacturing competitiveness.  With about 14,500 employees
worldwide, the company's annual sales approximate $1.8 billion,
with nearly half coming from sales outside the United States.  
Kennametal is a five-time winner of the GM "Supplier of the
Year" award and is represented in more than 60 countries.  
Kennametal operations in Europe are headquartered in Furth,
Germany.  Kennametal Asia Pacific operations are headquartered
in Singapore.  For more information, visit the company's Web
site at http://www.kennametal.com

As previously reported, Kennametal's senior unsecured debt is
rated Ba1 by Moody's, and BBB- by Fitch.


KMART CORP: John Levin Dumps Ownership of Preferred Shares
----------------------------------------------------------
John A. Levin & Co., Inc. and BKF Capital Group, Inc. advises
the Securities and Exchange Commission in a regulatory filing on
February 14, 2003 that they have ceased to be the beneficial
owners of more than 5% of the Kmart Corporation 7.75% Trust
Convertible Preferred Securities issued.  John A. Levin and BKF
Capital are investment advisers registered under Section 203 of
the Investment Advisers Act of 1940. (Kmart Bankruptcy News,
Issue No. 50; Bankruptcy Creditors' Service, Inc., 609/392-0900)


LOCAL TELECOM: Needs Cash Infusion to Meet Growth Projections
-------------------------------------------------------------
Local Telecom Systems, Inc., offers local and long distance
service on a prepaid basis. Specifically, local services include
a "bare bones" product providing unlimited local dial tone and
911 emergency access with the option of several customer calling
features, for an additional fee, including Call Waiting, Caller
ID, Call Forwarding and Speed Dialing.  These features may be
purchased individually or in a package at reduced rates.

LTSI purchases phone services from the incumbent local exchange
carrier at deep discounts (currently up to 26%) and resells the
service on a prepaid basis at a premium, allowing attractive
profit margins. The markets are households without phone service
due to lack of credit history or a poor credit history, and/or
the inability to pay a deposit.

LTSI is a flat rate service provider with a customer base of
approximately 800 in Texas, New Mexico and Arizona. LTSI is not
a measured service provider, which is when service is provided
on a "per call" or "minute basis".  LTSI now has the licenses in
place to expand into 42 more states for a total of 45 states.

Total assets of the Company on December 31, 2001 were $496,578
compared to $1,287,300 on December 31, 2002 and at the fiscal
year end, September 30, 2002, the Company had total assets of
$1,306,888.  The dramatic increase in total assets from December
31, 2001 to September 30, 2002 is directly attributable to the
acquisition/merger with Local Telecom Systems on August 30,
2002. The slight decrease in assets during the current quarter
from $1,306,888 to $1,287,300 is related to the reduction in
intangible assets from $721,116 to $709,098.

On December 31, 2001 the Company had accounts payable of
$19,321, most of which are professional fees (legal and
accounting). On September 30, 2002 and December 31, 2002 the
Company had accounts payable and accrued expenses of $309,744
and $371,120 respectively. Of these amounts the most significant
portion is $118,000 in payables for excise taxes. During the
quarter the Company borrowed $13,975 from unrelated third
parties.

The Company has Stockholders' Equity of $477,257 on
December 31, 2001 compared to $997,145 on September 30, 2002 and
had Stockholders' Equity of $902,205 on December 31, 2002. The
reduction in Stockholders' Equity is related to a slight
reduction in intangible assets and an increase in accounts
payable and accrued expenses.

Prior to the acquisition of Local Telecom Systems, Inc. the
Company had sufficient cash and or revenues to carry on the
Company's limited operations. However, as a result of the
acquisition of Local Telecom Systems, Inc., the Company plans to
raise additional working capital from equity financing. These
funds will be used to promote the Company's prepaid telephone
services in the new 42 licensed states acquired on
August 30, 2002.

The Company reported a gross profit of $9,805 for the quarter
ended December 31, 2002 compared to no revenues for the same
period ended December 31, 2001. The Company incurred a net loss
of $106,448 for the quarter ended December 31, 2001, and a net
loss of $94,940 for the quarter ended December 31, 2002. These
losses incurred in 2001 are attributable to the amount of
expenditures incurred seeking and preparing the Company for a
merger and/or acquisition partner.

As a result of the Company's merger with LTSI, the Company
business, as of August 30, 2002, increased its cash requirements
through the expansion of its services in 42 additional states.
Marketing the Company's prepaid local service will require the
Company to utilize national advertising to maximize the
Company's exposure as it plans to increase its customer base
from 800 to over 9,000 within the next twelve months. A funding
campaign to raise approximately $2,000,000 in working capital is
planned through equity/debt financing and/or the placement of
the Company's common stock. The Company's cash flow projections
indicate that an initial funding of $2,000,000 in working
capital would be sufficient to expand the Company's current
business to the broader national market. During the second year
of operations following the desired funding of $2,000,000 in
working capital, it is projected that the customer base could
exceed 20,000. However, no assurance can be given that the
Company will be successful in raising this amount of financing,
or any amount, or that the Company's growth projections will be
met.

                        *   *   *

As previously reported on the Jan. 30, 2003, issue of the
Troubled Company Reporter, Clyde Bailey, Certified Public
Accountant and independent auditor for the Company, stated in
his January 6, 2003 Auditors Report from San Antonio, Texas
that: "The Company has limited operations currently and suffered
recurring losses from operations that raise substantial doubt
about its ability to continue as a going concern. This is
further explained in the notes to financial statements."


MAGELLAN HEALTH: Retains BSI's Services as Claims Agent
-------------------------------------------------------
Magellan Health Services, Inc., and its debtor-affiliates want
to employ Bankruptcy Services LLC as their claims and noticing
agent in connection with their Chapter 11 cases pursuant to the
terms and conditions of their Bankruptcy Services Agreement
dated February 26, 2003.

Magellan Chief Financial Officer Mark S. Demilio informs the
Court that there are over 200,000 creditors and parties-in-
interest in these Chapter 11 cases, many of which are expected
to file proofs of claim.  It then appears that providing notices
and receiving, docketing and maintaining proofs of claim would
be unduly time-consuming and burdensome for the Clerk's Office.

BSI is a nationally recognized specialist in Chapter 11
administration.

As the Debtors' claims and noticing agent, BSI has agreed to:

    A. notify all potential creditors of the filing of the
       bankruptcy petitions and of the setting of the first
       meeting of creditors pursuant to Section 341(a) of the
       Bankruptcy Code, under the proper provisions of the
       Bankruptcy Code and the Bankruptcy Rules;

    B. maintain an official copy of the Debtors' schedules of
       assets and liabilities and statements of financial
       affairs, listing the Debtors' known creditors and the
       amounts owed thereto;

    C. notify all potential creditors of the existence and
       amount of their claims as evidenced by the Debtors' books
       and records and as set forth in the Schedules;

    D. furnish a form for the filing of a proof of claim;

    E. file with the Clerk a copy of any notice served by BSI, a
       list of persons to whom it was mailed, and the date the
       notice was mailed, within 10 days of service;

    F. docket all claims received, maintain the official claims
       registers for each Debtor on behalf of the Clerk, and
       provide the Clerk with certified duplicate unofficial
       Claims Registers on a monthly basis, unless otherwise
       directed;

    G. specify in the applicable Claims Register, these
       information for each claim docketed:

       1. the claim number assigned;

       2. the date received;

       3. the name and address of the claimant and agent, if
          applicable, who filed the claim; and

       4. the classification of the claim.

    H. relocate, by messenger, all of the actual proofs of claim
       filed to BSI, not less than weekly;

    I. record all transfers of claims and provide any notices
       of the transfers required by Rule 3001 of the Federal
       Rules of Bankruptcy Procedure;

    J. make changes in the Claims Registers pursuant to a Court
       order;

    K. upon completion of the docketing process for all claims
       received to date by the Clerk's office, turn over to the
       Clerk copies of the Claims Registers for the Clerk's
       review;

    L. maintain the official mailing list for each Debtor of
       all entities that have filed a proof of claim, which will
       be available upon request by a party-in-interest or the
       Clerk;

    M. assist with the solicitation and the tabulation of votes
       and the distribution as required in furtherance of
       confirmation of plan(s) of reorganization;

    N. 30 days prior to the close of these cases, submit an
       Order dismissing the Agent and terminating the services
       of the Agent upon completion of its duties and
       responsibilities and after the closing of these cases;
       and

    O. at the close of the cases, box and transport all original
       documents in proper format, as provided by the Clerk's
       office, to the Federal Records Center.

In connection with the provision of these services, the Debtors
also seek the Court's authority to obtain a special post office
box for the receipt of proofs of claims.

In the coming weeks, Mr. Demilio states that the Debtors will
file their plan of reorganization and the disclosure statement
and will file a motion requesting a hearing to approve the
Disclosure Statement and the form of notice.  It is the Debtors'
intention to file, a motion seeking approval of their
solicitation procedures in connection with voting on the Plan,
approval of their solicitation packages, which will include
ballots for which to vote on the Plan and establishment of a
hearing date to consider confirmation of the Plan and approving
of the form of notice.

Because of the large number of creditors in these jointly
administered Chapter 11 cases, the task of sending the required
notices and the Solicitation Packages to each creditor is
enormous and requires precision and accuracy.  The Debtors
submit that the most effective and efficient manner by which to
accomplish the process of receiving, compiling, and tabulating
the Ballots submitted by creditors with respect to the Plan is
to engage two independent third parties to act as voting agents.

According to Mr. Demilio, BSI is a data processing firm that
specializes in noticing, claims processing, balloting, and other
administrative tasks in Chapter 11 cases.  BSI has extensive
experience as a voting agent in large and complex Chapter 11
cases.  In addition, if retained as the Debtors' claims and
noticing agent in these cases, BSI will gain familiarity with
the Debtors' personnel and operations, thereby enhancing its
ability to act efficiently as the Debtors' voting agent.  For
these reasons, the Debtors believe that BSI is also well
qualified to serve as voting agent.

The Balloting Services to be performed by BSI include:

    A. coordinating the mailing of the notice of the
       Confirmation Hearing;

    B. identifying voting and non-voting creditors and equity
       security holders;

    C. preparing voting reports by Plan class and voting amount
       and maintaining all information in a BSI database;

    D. labeling Ballots specific to each creditor, indicating
       voting class under the Plan, voting amount of claim, and
       other relevant information;

    E. coordinating the mailing of Ballots and providing an
       affidavit verifying the mailing of Ballots;

    F. receiving Ballots and tabulating and certifying the votes
       on the Plan; and

    G. providing any other balloting-related services as the
       Debtors may from time to time request, including
       providing testimony at the confirmation hearing with
       respect to the Balloting Services and the results of the
       voting on the Plan.

The Debtors believe that BSI, working together with Innisfree,
can provide the Balloting Services more efficiently and in a
more economical manner than the Debtors' other professionals or
any other competing voting agent.

The Debtors seek authority to compensate and reimburse BSI in
accordance with the payment terms set forth in the BSI Agreement
for all services rendered and expenses incurred in connection
with the Debtors' Chapter 11 cases.  The Debtors believe that
these compensation rates are reasonable and appropriate for
services of this nature and comparable to those charged by BSI
in other Chapter 11 cases in which it has served as claims,
notifying and voting agent, and by other providers of similar
services.

BSI President Ron Jacobs assures the Court that neither BSI, nor
any employee of BSI, has any connection with the Debtors, their
creditors, or any other party-in-interest in these Chapter 11
cases.  In addition, after diligent inquiry, neither BSI, nor
any employee of BSI, represents any interest adverse to the
Debtors' estates with respect to any matter on which BSI is to
be engaged.

                           *     *     *

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 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=MGL07USA1for  
real-time bond pricing.  


MARKLAND TECH: Secures $10 Million Equity Line Financing
--------------------------------------------------------
Markland Technologies, Inc. (OTCBB: MKLD) --
http://www.marklandtech.com-- secured a $10 million equity line  
financing commitment from its primary outside investor.

The proceeds from this equity line financing are to be used for
the acquisition of revenue generating assets and working capital
to continue the process of commercialization of its emerging
technologies.

Markland CFO Ken Ducey stated, "The $10,000,000 equity credit
line will facilitate many aspects of our business plan execution
and accelerate the growth of the company. It also demonstrates
the confidence that our key investor has in our future
prospects."

Markland CEO Delmar Kintner also commented, "These actions are
part of our long term business plan to quickly ramp up our
revenues and apply for the listing of our common stock on a
major market exchange."

The company also announced that as a condition to the receipt of
this equity line, Markland agreed to retire 100 million shares
of its common stock held by Eurotech Ltd. (OTC Pink Sheets:
EUOT) in exchange for 16,000 shares of Series D convertible
preferred common stock with a stated liquidation value of $1,000
per share.

Markland will be required to file a registration statement with
the Securities and Exchange Commission relating to the shares to
be issued under the line, and to have such registration
statement declared effective before it can draw on the equity
line.

Once the registration statement is declared effective, Markland
will need to comply with certain other terms and conditions,
which are detailed in a Private Equity Credit Agreement between
Markland and such investor. The agreement will be filed with the
SEC on Form 8-K. Further details about these transactions will
be available in Markland's filings with the Securities and
Exchange Commission.

For additional information about Markland Technologies visit the
Company Web site at http://www.marklandtech.com

Markland Technologies is committed to helping secure America by
providing innovative emerging technologies and expert services
to meet the country's needs to protect our people, our borders
and our infrastructure assets.

As Sept. 30, 2002, Markland Tech.'s working capital deficit tops
$7 million.


MARKLAND: Exchanges Common Shares for $16M Eurotech Preferreds
--------------------------------------------------------------
Eurotech, Ltd. (OTC Pink Sheets:EUOT) and Markland Technologies,
Inc. (OTCBB:MKLD) reached an agreement to consummate a
transaction pursuant to which Eurotech will exchange 100 million
shares of Markland Common Stock for Series D Convertible
Preferred Stock of Markland having a liquidation value of $16
million.

The preferred stock is convertible into shares of Markland
Common Stock at a percentage of the market price. In connection
with the exchange, Markland has secured financing with an
outside investor to provide up to $10 million in financing under
an equity line. Both the Series D Convertible Preferred Stock
and the equity line will require Markland to file a Registration
Statement with the SEC.

Subject to the satisfaction of certain conditions outlined in
the agreements, the transactions are expected to close on or
about April 15, 2003. Eurotech has entered into a separate
agreement with an investor to exchange the Markland Series D in
consideration for the retirement of certain Eurotech preferred
stock held by the investor.

In December 2002 Eurotech exchanged all of its rights to the
Acoustic Core(TM) technology relating to illicit materials
detection and rights related to certain cryptology technology
held by Eurotech's subsidiary, Crypto.com, Inc., for
approximately 239,927,344 of the outstanding common shares in
Markland.

The objective of this transaction was to better focus financial
capital, intellectual property and human resources to the
emerging growth opportunities presently found in the Homeland
Security marketplace through the creation of a publicly traded
subsidiary of Eurotech.

                   About Eurotech, Ltd.

Eurotech is a corporate asset manager seeking to acquire,
integrate and optimize a diversified portfolio of manufacturing
and service companies in various markets. Our mission is to
build value in our emerging technologies and in the companies we
acquire and own, providing each with the resources it needs to
realize its strategic business potential.

               About Markland Technologies, Inc.

Markland Technologies, Inc. is positioned in the security sector
with integrated security solutions including border security and
explosives detection. The Company's emerging technologies and
expert services are focused solely to provide customers with the
tools necessary to protect personnel, data and infrastructure
assets.


MIRANT CORPORATION: Fitch Further Downgrades Low-B Ratings
----------------------------------------------------------
Fitch Ratings lowered the ratings of Mirant Corporation as
follows: senior notes and convertible senior notes to 'B+' from
'BB', convertible trust preferred securities to 'B-' from 'B+'.

Following these changes, the ratings have been placed on Rating
Watch Negative. Ratings of Mirant affiliates Mirant Americas
Generation, Inc. and Mirant Mid-Atlantic, LLC were also lowered
and placed on Rating Watch Negative as follows: MAGI senior
notes and senior bank credit facility to 'B+' from 'BB'; and
MIRMA pass-through certificates, series A, B, and C to 'BB' from
'BB+'. The downgrades reflect MIR's need to refinance sizable
near term maturities combined with Fitch's expectation that any
debt restructuring will likely combine mandatory asset sales,
collateralization and other provisions that will put unsecured
noteholders and creditors at a disadvantage. Liquidity estimated
to be $1 billion as of March 18, 2003 and funds available from
operating cash flow will not be sufficient to cover maturities
and amortizations of $1.5 billion in 2003 and $2.3 billion in
2004. Fitch believes that MIR is likely to reach an agreement
with its banks and noteholders concerning a refinancing of its
debt on some secured basis. MIR has significant physical assets
and investments in viable projects that are available as
collateral for refinancing existing claims. However, some
uncertainty remains about the outcome of these credit
negotiations and the structure and terms of any agreements.
There are also concerns about the timing and outcome of the
restatement of MIR's 2000 and 2001 financial reports which could
complicate or delay refinancing. The ratings are placed on Watch
Negative due to the uncertainty of the timing and terms of the
debt refinancing.

Ratings are downgraded at MAGI and MIRMA due to the strong
business interdependency among MIR, affiliate Mirant Americas
Energy Marketing, MAGI and MIRMA. These ties are so strong that
Fitch views MAGI and MIR as having the same credit. MIRMA's pass
through certificates benefit from structural features such as a
strong collateral package and relative low individual debt
leverage, resulting in a rating that is two notches above that
of its direct parent MAGI and ultimate parent MIR.

Mirant Corp.'s 7.900% bonds due 2009 (MIR09USA1) are presently
trading between 43 and 45. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=MIR09USA1for  
real-time bond pricing.


MTR GAMING: Closes Private Placement of $130MM Senior Notes
-----------------------------------------------------------
MTR Gaming Group, Inc. (Nasdaq National Market:MNTG) announced
that it completed the sale of $130,000,000 of 9.75% Senior Notes
due 2010 through a private placement.

The Company used a portion of the net proceeds of the offering
to repay its existing credit facility and to pay certain costs
of the offering, and will use the remaining proceeds for general
corporate purposes.

The securities referred to in this press release have not been
registered under the Securities Act and may not be offered or
sold in the United States absent registration or an applicable
exemption from the registration requirements. This press release
does not constitute an offer to sell or the solicitation of an
offer to buy any security.


NATIONAL CENTURY: Committee Turns to FTI for Financial Advice
-------------------------------------------------------------
According to Jennifer A. L. Kelleher, Esq., at Ballard, Spahr,
Andrews & Ingersoll, in Wilmington, Delaware, the Official
Committee of Unsecured Creditors of National Century
Enterprises, Inc. seeks an advisor with sufficient expertise and
capacity to handle the numerous and potentially complex issues
that the Committee faces in these cases.

Thus, the Committee seeks the Court's authority to retain FTI
Consulting, as financial advisors, nunc pro tunc to January 14,
2003.

Founded in 1982, FTI is a multi-disciplined professional
services consulting firm with leading practices in financial
restructuring, litigation support and engineering and scientific
investigation.

As financial advisor, FTI will:

    (1) advise and assist the Committee in identifying and
        evaluating alternative options for monetizing the
        existing portfolio in an effort to maximize the recovery
        to the creditors,

    (2) identify and value any other recoverable assets within
        the estates, and advise and assist the Committee in
        reviewing any proposed sales of the assets,

    (3) analyze the priority and validity of liens on assets of
        the Debtors and otherwise evaluate the claims secured
        thereby,

    (4) monitor provider bankruptcies, including compliance with
        cash collateral orders and lockbox deposit obligations,

    (5) review and analyze the Debtors' proposed budgets and
        cash flow projections and all other reports provided by
        Debtors',

    (6) perform forensic analyses/reconstruction of relevant
        documents, business and personal records, in order to
        assess historical sources and uses of cash, identify
        assets of the estates and prepare for potential
        litigation to recover assets or to otherwise assert
        claims held by the estates,

    (7) if requested by the Committee, assist and advise the
        Committee in reviewing and evaluating any court motions
        filed or to be filed by the Debtors or any other
        parties-in-interest,

    (8) render expert testimony and other litigation support
        services, as requested from time to time by the
        Committee and counsel,

    (9) attend Committee meetings and court hearings from time
        to time as may be requested by the Committee in the role
        as financial advisor to the Committee, and

   (10) provide other services that are consistent with the
        Committee's role and duties as may be requested from
        Time to time.

Ms. Kelleher asserts that FTI's retention is necessary to
accomplish these tasks, FTI possesses the requisite knowledge
and expertise in the issues relevant to these cases, and FTI is
well qualified to advise the Committee.  The Committee further
believes that FTI's retention to perform these services will
materially benefit the Committee, the Debtors, and the unsecured
creditor body that the Committee represents.  In addition, the
Committee has an immediate need to retain a financial advisor so
that the Committee can formulate its positions and respond to
matters requiring expedited responses in these cases.

According to Maureen A. Donahoe, a Senior Managing Director at
FTI, the firm does not represent and does not hold any interest
adverse to the Debtors' estates or their creditors in the
matters on which FTI is to be engaged.  Also, FTI has undertaken
a review of its records to determine FTI's professional
relationships with the Debtors or any of its providers.  Based
on its review, FTI was not made aware of any matters in which it
is currently providing services to the Debtors or any matters in
which it is representing third parties against the Debtors.  
Furthermore, FTI was not made aware of any matters in which it
was involved in the bankruptcy proceeding of any of the
providers, either on behalf of the provider or on behalf of
creditors to the provider.  FTI will promptly disclose should
any additional relevant information come to its attention.

Ms. Donahoe adds that FTI intends to apply to the Court for
payment of compensation and reimbursement of expenses in
accordance with applicable provisions of the Bankruptcy Code,
the Bankruptcy Rules, the guidelines promulgated by the Office
of the U.S. Trustee and the local rules and orders of the Court,
and pursuant to any additional procedures that may be or have
already been established by the Court in these cases.

FTI will be compensated at its standard hourly rates.  The
current hourly rates for services rendered by FTI based on the
expertise level of its accountants are:

       Position                            Rates
       --------                            -----
       Senior Managing Directors        $500 - 625
       Staff                             185 - 525
       Administrative/Paraprofessional    75 - 195
(National Century Bankruptcy News, Issue No. 12; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


NTELOS: Gets Court Okay to Employ Hunton & Williams as Counsel  
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Virginia
gave its authority to NTELOS Inc., and its debtor-affiliates to
retain and employ Hunton & Williams as counsel.

Hunton & Williams is being engaged by the Debtors in connection
with its general business affairs will likely facilitate its
representation of the Debtors during these Chapter 11 cases.
Accordingly, Hunton & Williams has the necessary background to
deal effectively with many of the potential legal issues and
problems that may arise in the context of the Debtors' Chapter
11 cases.

As Counsel, Hunton & Williams is expected to:

     a. take all necessary action to protect and preserve the
        Debtors' estates, including the prosecution of actions
        on the Debtors' behalf, the defense of any actions
        commenced against the Debtors, the negotiation of
        disputes in which the Debtors are involved, and the
        preparation of objections to claims filed against the
        Debtors' estates;

     b. prepare on behalf of the Debtors, as debtors in
        possession, all necessary motions, applications,
        answers, orders, reports, and papers in connection with
        the administration of the Debtors' estates;

     c. assist the Debtors in obtaining confirmation of their
        chapter 11 plan of reorganization; and

     d. perform all other necessary legal services in connection
        with these Chapter 11 cases.

The initial hourly rates for the attorneys and paralegals who
may have primary responsibility for this case are:

          Attorneys
          ---------
          Benjamin C. Ackerly        $390 per hour
          Waverly J. Pulley          $390 per hour
          Linda Lemmon Najjoum       $365 per hour
          Tyler P. Brown             $315 per hour
          Kimberly M. Magee          $265 per hour
          Robert S. Westermann       $235 per hour
          Jesse N. Silverman         $215 per hour
          Michael G. Wilson          $195 per hour
          Kaye T. Muth               $190 per hour
          Michael Shepherd           $180 per hour
          
          Paralegals
          ----------
          Patricia A. Hardwicke      $ 80 per hour
          Wickcliffe Lyne            $ 50 per hour

Other attorneys in the firm who may have responsibility for
particular issues arising in this case bill at hourly rates
ranging from $165 per hour to $410 per hour. Paralegal rates
range from $50 to $95 per hour.

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


OLYMPIC PIPE: Files for Reorganization Under Chapter 11
-------------------------------------------------------
Olympic Pipe Line Company announced that it filed for
reorganization protection under Chapter 11 of the Federal
Bankruptcy Statutes.

"While this was a difficult decision, we are committed to
operating the Olympic system as a premier pipeline to the
highest safety and environmental standards. We don't anticipate
any product delivery interruptions during our reorganization,"
said Bobby Talley, President of Olympic Pipe Line Company. "We
take these responsibilities seriously each day while delivering
millions of gallons of gasoline, jet fuel and other fuels to
neighbors, business customers and airports across the
Northwest," Talley added.

"A reorganization will help Olympic meet the terms of the
agreements we previously reached with federal and state
officials, pay our debts, and complete projects that support the
safe and secure operation of the pipeline," continued Talley.
"During the coming weeks and months, the company will be working
with the court and all those involved in the regulation and use
of the pipeline to find the best way to make Olympic's future
financially sound. The reorganization plan we submit to the
court will not call for employee reductions," Talley said.

Olympic Pipe Line recently achieved ISO 14001 certification, the
coveted International standard for environmental management.
Olympic is the only pipeline system in the Northwest to achieve
this certification. Talley stated, "Olympic meets or exceeds all
new federal laws and regulations for pipeline safety."

Olympic Pipe Line Co. is a 400-mile common carrier interstate
pipeline transporting refined petroleum products from Northwest
Washington State to terminals in Washington (Seattle, Renton,
Tacoma, Olympia, Vancouver) and Portland, Oregon. Olympic is the
sole supplier of jet fuel to SeaTac International Airport and a
major supplier to the Portland International Airport. Olympic's
customers include: ChevronTexaco, Tesoro, ConocoPhillips, BP,
ExxonMobil and Shell.

Olympic Pipe Line Company is a separate corporation. Olympic is
owned by two shareholders -- BP (about 62.5%) and Shell (about
37.5%). Olympic is operated by BP Pipelines, North America.

Olympic and other parties reached and completed settlements with
the families of the victims of the Whatcom Creek accident and
several other claimants in Spring 2002.


OWENS: Wants to Extend Plan Solicitation Period Until Sept. 30
--------------------------------------------------------------
Norman L. Pernick, Esq., at Saul Ewing LLP, in Wilmington,
Delaware, recounts that as of the Petition Date, Owens Corning
and its debtor-affiliates had scheduled assets over
$14,000,000,000 and scheduled liabilities over $11,000,000,000,
and employed more than 16,000 employees. Separate and apart from
their size, the Debtors' cases are extremely complex.  These
mega cases involve 18 debtors and dozens of non-debtor entities,
whose assets and business operations are spread throughout the
United States and numerous foreign countries.  In addition,
these cases have complex inter-creditor issues, involving
numerous competing creditor groups i.e. bond holders, an
unsecured bank group, trade creditors and those creditors and
other parties holding "present" and "future" asbestos claims.  
The multiple issues between and among these constituencies add
layers of complexity to these cases.

Mr. Pernick tells the Court that the Debtors are working
diligently to resolve -- through litigation -- certain
outstanding issues with various of their primary creditor
constituencies.  Although the Asbestos Committee and Future
Representative are co-sponsors of the Plan, at this time, the
Plan is not consensual.  Certain of the creditor constituencies
remain apart on several primary issues, including:

    A. the Debtors' aggregate asbestos liability;

    B. the recovery, if any, that the Debtors' prepetition bank
       group should receive "off the top" on account of their
       guarantees from certain Debtors and non-Debtor
       affiliates; and

    C. whether some or all of the Debtors' estates should be
       substantively consolidated.

In recent months, the Debtors' cases have proceeded diligently
on several parallel tracks to address these primary issues:

    A. settlement discussions or mediation; and

    B. litigation, in which a hearing on substantive
       consolidation is scheduled to commence before Judge Wolin
       on April 8, 2003, and a hearing on the Banks' guarantee
       adversary action is scheduled to commence June 15, 2003.

The resolution of these issues as part of the Plan will dictate
in large part the creditors' relative financial recoveries in
these cases.

By this motion, the Debtors ask the Court to extend their
exclusive period to solicit acceptances of their reorganization
plan through and including September 30, 2003.

In determining whether cause exists to extend the Solicitation
Period, Mr. Pernick says, the Court should examine these
factors:

    -- the size and complexity of the Debtors' cases;

    -- the Debtors' progress in resolving issues facing their
       estates; and

    -- whether an extension of time will harm the Debtors'
       creditors.

Additionally, the Court should consider whether the Debtors have
had a reasonable opportunity to negotiate an acceptable plan
with various interested parties and to prepare adequate
financial and non-financial information concerning the
ramifications of any proposed plan for disclosure to creditors.

Mr. Pernick assures the Court that the Debtors' request for an
extension of the Solicitation Period is not a negotiation
tactic, but instead merely a reflection of the fact that an
extension is required to provide sufficient time to complete the
scheduled hearings before Judge Wolin and the scheduled
disclosure statement hearing and undertake the required
solicitation in these cases.  In addition, none of the Debtors'
creditors will be prejudiced by the extension requested.  As
noted, the cases are proceeding forward in accordance with the
hearings set by Judge Wolin and the hearing on the disclosure
statement scheduled by the Court.  The additional time will
afford the Debtors and the creditor constituencies the
opportunity to resolve outstanding issues and formulate a Plan,
which will benefit all of the Debtors' creditors.

By application of Del.Bankr.LR 9006-2, the deadline is
automatically extended through the conclusion of the April 28,
2003 hearing. (Owens Corning Bankruptcy News, Issue No. 48;
Bankruptcy Creditors' Service, Inc., 609/392-0900)   

Owens Corning's 7.700% bonds due 2008 (OWC08USR1) are presently
trading between 24 and 25. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=OWC08USR1for  
real-time bond pricing.  


OWENS-ILLINOIS: Names Thomas L. Young Chief Financial Officer
-------------------------------------------------------------
Owens-Illinois, Inc., (NYSE: OI) announced that the board of
directors has elected Thomas L. Young, executive vice president,
to the position of chief financial officer, succeeding R. Scott
Trumbull, whose retirement was previously announced.

Mr. Young, 59, has served as executive vice president -
administration and general counsel since 1993.  He has also
served as a member of the company's board of directors since
1998.  Mr. Young joined the legal department of Owens-Illinois
in 1976.  He was appointed assistant general counsel - general
legal in 1983.  In 1988, he was named general counsel of
operations and was elected a vice president of the company.  He
was appointed general counsel and secretary of the company in
1990.  The transition of Mr. Young's responsibilities as
executive vice president - administration and general counsel
will be announced at a later date.

A native of Los Angeles, Mr. Young received a bachelor of arts
degree from St. John's College in 1966.  He served in the U.S.
Army from 1966 to 1969, attaining the rank of first lieutenant.  
Mr. Young received a doctor of jurisprudence with honors from
the University of Notre Dame in 1972.  In 1985, he completed the
Advanced Management Program at Harvard Business School.

Mr. Young is a member of the board of directors of Manor Care,
Inc., where he serves as Chairman of the audit committee, and a
member of the compensation and governance committees.  He is
also a director of the Rocky Mountain Bottle Company and the
General Chemical (Soda Ash) Partners.  In addition, he is a
trustee of the G.M.P. (Glass, Molders, Pottery, Plastics &
Allied Workers International Union) Employers Retirement Trust.

Joseph H. Lemieux, Owens-Illinois chairman and chief executive
officer, said, "We are delighted to have a seasoned executive
like Tom Young assume the role of CFO.  His in-depth knowledge
of our goals and objectives, extensive experience and proven
ability to handle complex issues make him an ideal candidate for
this position."

Owens-Illinois is the largest manufacturer of glass containers
in North America, South America, Australia and New Zealand, and
one of the largest in Europe.  O-I also is a worldwide
manufacturer of plastics packaging with operations in North
America, South America, Europe, Australia and New Zealand.
Plastics packaging products manufactured by O-I include consumer
products (blow molded containers, injection molded closures and
dispensing systems) and prescription containers.

As reported in Troubled Company Reporter's December 16, 2002
edition, Fitch Ratings assigned a 'BB' rating to Owens-Illinois'
(NYSE: OI) 8-3/4% $175 million senior secured notes, pursuant to
Rule 144A. The notes are due 2012. Proceeds will be used to
reduce a portion of the bank debt that matures in March 2004.
This offering further reduces commitments for OI's bank debt.
The Rating Outlook remains Negative.

The rating and Outlook reflect OI's asbestos exposure, high
indebtedness and refinancing requirements. Total debt
outstanding was $5.4 billion at September-end and approximately
$1.7 billion in senior unsecured notes borrowed at the parent
level is currently outstanding, $300 million of which will come
due in April 2004. Fitch expects OI to refinance this amount as
Owens-Illinois Group senior secured.


PCD: First Day Orders Enable Debtor to Conduct Business as Usual
----------------------------------------------------------------
PCD Inc. (OTC Bulletin Board: PCDI.OB), a manufacturer of
electronic connectors, announced that the U.S. Bankruptcy Court
for the District of Massachusetts has approved orders that will
enable PCD and its U.S. subsidiary, Wells-CTI, Inc., to conduct
their operations in the ordinary course.

The first day orders approve an interim agreement between PCD
and the Agent for its senior secured lending group which will
allow PCD to meet all of its operating requirements through the
use of its current cash reserves and its revenues from
operations, in accordance with an agreed budget. Accordingly,
PCD will be able to use these funds to pay suppliers in full,
under normal terms, for all goods and services provided in the
ordinary course of business, and to maintain operational
stability as PCD moves through the transition period with
Amphenol Corporation and UMD Technology Inc., the purchasers of
PCD's two business divisions.

In addition, the Court approved an order authorizing PCD to pay
its current employees prepetition wages and compensation up to
the statutory limit and to continue health and other benefit
programs. The order also authorizes PCD to pay any and all
local, state and federal withholding and payroll- related taxes
pertaining to prepetition periods. By order of the Court, all
banks are directed to receive, process, honor and pay any and
all checks drawn on the payroll and general disbursement
accounts related to employee obligations of PCD and its
business, regardless of whether such checks are presented to
banks before or after the date of PCD's Chapter 11 filing.

Finally, in conjunction with the Chapter 11 filing and as
required under Section 363 of the U.S. Bankruptcy Code, PCD and
Wells-CTI also filed a motion for sales of their assets free and
clear of liens and encumbrances.

As announced on March 21, 2003, to facilitate the sales of PCD's
two business divisions: the Industrial/Avionics Division,
headquartered in Peabody, MA, and Wells-CTI Division,
headquartered in Phoenix, AZ, PCD Inc. and its domestic
subsidiary, Wells-CTI, Inc., filed voluntary petitions under
Chapter 11 of the Code. The Company's Japanese subsidiary,
Wells-CTI KK, was not included in the bankruptcy filings,
although its shares will be included in the sale of Wells-CTI.
The Chapter 11 filings allows the assets of the domestic
entities to be sold free and clear of certain liabilities that
the prospective purchasers do not wish to assume.

                     About PCD Inc.

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


PHILIPS INTERNATIONAL: Hot Creek Discloses 9.4% Equity Stake
------------------------------------------------------------
Hot Creek Capital, L.L.C., Hot Creek Investors, L.P. and David
M. W. Harvey beneficially own 687,800 shares of the common stock
of Philips International Realty Corporation, representing 9.4%
of the outstanding common stock of the Company. The entities
share voting and dispositive power over the stock. Ownership is
accorded the Partnership, the General Partner and David M. W.
Harvey, although the General Partner and David M. W. Harvey
expressly disclaim direct and beneficial ownership of the shares
of stock reported as deemed to be  beneficially owned by them.

Based on Form 10-Q dated October 31, 2002, Philips International
Realty Corporation had 7,340,474 shares of stock issued and
outstanding after that date.  Accordingly, the 687,800 shares of
stock which may be deemed to be beneficially owned by the
Investors represent approximately 9.4 percent (9.4%) of the
Company's issued and outstanding stock.

As reported in Troubled Company Reporter's October 10, 2002
edition, Philips International's Board of Directors declared a
fifth liquidating distribution of $0.50 per share which was
payable on October 22, 2002, pursuant to the Company's plan of
liquidation.


PRIME GROUP: Auditors Express Going Concern Uncertainty
-------------------------------------------------------
Prime Group Realty Trust (NYSE:PGE) announced that funds from
operations for the fourth quarter of 2002, excluding non-
operating charges, (Operating FFO) totaled $0.28 per diluted
share, as compared to the $0.30 per diluted share reported for
the fourth quarter of 2001. On a cash basis without straight-
line rent, Operating FFO per diluted share for the fourth
quarter was $0.29, as compared to the $0.24 per diluted share
reported for the fourth quarter of 2001. Operating FFO per
diluted share for the year 2002 was $1.25, a 5.0% increase from
the $1.19 per diluted share reported for 2001. On a cash basis
without straight-line rent, Operating FFO per diluted share for
the year 2002 was $1.08, an 11.3% increase from the $0.97 per
diluted share for 2001.

Operating FFO per diluted share increased primarily as a result
of a decrease in income allocated to the holder of the Series A
Preferred Shares as a result of the July 2002 repurchase of the
shares from Security Capital Preferred Growth Incorporated
("SCPG"). The remaining positive variance was an increase in net
operating income ("NOI"), of which $409,000 was related to a
previously-reserved delinquent tenant receivable which was
received in the fourth quarter of 2002. These increases in
Operating FFO were partially offset by an increase in interest
expense and an increase in general and administrative expense.
Interest expense increased principally due to July 2002
incurrence of debt to repurchase the Company's Series A
Preferred Shares which was partially offset by a decrease in
LIBOR rates for the Company's variable rate indebtedness.

Revenue for the fourth quarter of 2002 was $45.0 million, an
increase of 2.3% from fourth quarter 2001 revenue of $44.0
million. Net loss for the quarter was $13.3 million, as compared
to a net loss of $8.7 million in the fourth quarter of 2001. The
$4.6 million increase in net loss was primarily a result of an
increase in the fourth quarter of 2002 in the provision for
asset impairment, partially offset by decreases in strategic
alternative costs and a loss on a tax indemnification. The
provision for asset impairment in the fourth quarter of 2002 of
$24.9 million relates principally to the Company's office
building in Cleveland, Ohio and certain abandoned project costs.
Basic and diluted loss per share was $0.99 for the fourth
quarter of 2002, as compared to basic and diluted loss of $0.75
per share for the fourth quarter of 2001.

Revenue for 2002 was $182.5 million, an increase of 0.3% from
2001 revenue of $182.0 million. Net loss for the year was $30.6
million, as compared to a net loss of $4.5 million in 2001. The
$26.1 million increase in net loss resulted primarily from an
increase in the provision for asset impairment and the
recognition in 2002 of a loss associated with discontinued
operations. Basic and diluted loss per share was $2.67 for 2002,
as compared to basic and diluted loss of $1.07 per share for
2001.

The Company realized an increase in "same store" NOI of $1.1
million or 5.5% from the fourth quarter of 2001 to the fourth
quarter of 2002, 2.2% of which was attributable to the
collection of a previously reserved account receivable from a
former tenant. Same-store NOI increased by 8.8% from the third
quarter of 2002 to the fourth quarter of 2002, 2.2% of which was
attributable to the collection of the former tenant's
receivable. Same-store NOI increased by 8.7% for the office
portfolio and decreased by 13.9% for the industrial portfolio
for the 10.2 million square feet of properties owned during both
the fourth quarters of 2001 and 2002.

                     Portfolio Occupancy

During the quarter, the Company's overall portfolio occupancy
decreased from 89.9% to 89.4%. Office portfolio occupancy
decreased from 92.4% to 92.1%, and industrial portfolio
occupancy decreased from 85.4% to 84.4%.

In the fourth quarter of 2002, the Company signed six new office
leases totaling 14,010 square feet and signed three expansions
totaling 3,363 square feet. In addition, 29 office leases
totaling 208,994 rentable square feet were renewed during the
quarter at net rental rates averaging 4.1% higher than prior net
rents in place. In addition, the Company executed a 10-year
lease renewal with the Community and Economic Development
Association of Cook County, Inc. for 60,043 square feet at 208
South LaSalle Street, which represents seven percent of the
building's leaseable space.

During 2003, 109 leases covering 552,937 square feet or 5.7% of
the total square feet in the portfolio will expire, and during
2004, 89 leases covering 734,452 square feet or 7.6% of the
total square feet in the portfolio will expire.

Subsequent to year end, the Company has leased 67,995 square
feet, and renewed and expanded 87,572 square feet, exclusive of
the 97,715 square feet of Citadel subleases.

Arthur Andersen pays Lease Termination Fees of $33.5 million

In January and February 2003, the Company and Arthur Andersen
LLP entered into agreements terminating Andersen's leases
covering 579,982 square feet at 33 West Monroe Street and 76,849
square feet at One IBM Plaza. Andersen paid the Company $33.5
million in lease termination fees. As a result, after deducting
outstanding receivables (including deferred rent receivable),
the Company will recognize income of $29.7 million from the
lease terminations in the first quarter of 2003. The Company has
agreed to use the lease termination fee of $32.4 million related
to the 33 West Monroe Street property, and certain additional
funds derived from this property, to repay indebtedness of $7.0
million in the second quarter of 2003, and to place $26.6
million in escrow with the first mortgage lender to be used by
the Company for retenanting costs and up to $8.1 million of
operating deficits at this property. The $1.1 million
termination fee for IBM Plaza has been deposited into an escrow
with the first mortgage lender and is available to fund future
tenant improvements and other re-leasing costs at the property.
The Company has entered into leases for an aggregate of 61,114
square feet of the Andersen space at 33 West Monroe Street, with
19,450 square feet being leased for an approximately ten-year
term, and the remaining 41,574 of space being leased to two
tenants for terms of approximately two years.

      Build-to-Suit for Hyundai Motor America Completed

In October 2002, the Company completed the 350,800 square foot
build-to-suit facility for Hyundai Motor America's auto parts
distribution and central region office on time and on budget.
The facility was constructed on a 19.7-acre site located in the
Company's Prime Aurora Business Park in Aurora, Illinois. The
Company recognized income of $1.7 million in 2002 related to its
construction management of this project.

Located adjacent to the I-88 tollway between Orchard Road and
Randall Road, Prime Aurora Business Park contains a total of 185
acres. The park is home to Amurol Confections, a division of
William Wrigley Jr. Company, and a Kraft Food facility,
consisting of an 860,000 square foot distribution center
situated on a 52-acre site. Additional sites are available which
can accommodate in excess of 750,000 square feet of buildings
for both distribution and office uses.

          Bank One Corporate Center Placed in Service

Bank One Corporate Center was placed in service in November
2002. Located in downtown Chicago, this state-of-the-art,
technically advanced Class A office tower contains approximately
1.5 million rentable square feet. Bank One, N.A.'s lease for
603,767 net rentable square feet commenced on January 1, 2003
and Holland & Knight's lease for 121,728 net rentable square
feet commenced on February 1, 2003. Citadel Investment Group,
L.L.C.'s lease for 274,417 net rentable square feet is scheduled
to commence on April 1, 2003, which will bring total occupancy
to 66.6%.

On March 19, 2003, the Company purchased its joint venture
partner's interest in Bank One Corporate Center, making the
Company the sole owner of the property. The Company paid $9.2
million for the joint venture interest, of which $1.2 million
was paid by the Company's partner to the Company in full payment
of a loan.

         84.2% of Citadel Sublease Obligation Leased

The Company has subleased 135,967 square feet of its 161,488
square foot sublease obligation, or 84.2%, at One North Wacker
Drive in Chicago, a property owned by a third party. This
sublease obligation was assumed when Citadel Investment Group,
L.L.C. leased 206,146 square feet at Bank One Corporate Center.
Citadel subsequently leased an additional 68,271 square feet at
the property.

                           Indebtedness

The Company has 6.3%, or $59.1 million, of its total
indebtedness maturing during the remainder of 2003.

On February 19, 2003, the Company extended the maturity dates of
two loans from Fleet National Bank having a combined principal
amount of $32.5 million. The two loans consist of a (i) $20.0
mezzanine million loan secured by pledges of membership
interests in various properties and having a previous maturity
date of June 30, 2003 and (ii) a $12.5 million mezzanine loan
secured by a pledge of membership interests in the 33 West
Monroe Street property and having a previous maturity date of
November 15, 2003. The maturity dates for both of the loans were
extended until November 15, 2004.

On March 11, 2003, the Company closed a $195.0 million loan and
retired both the existing senior and mezzanine loans secured by
One IBM Plaza. The new loan has a term of three years, with two
one-year extension options, and does not require any scheduled
repayments of principal prior to maturity. The loan has an
interest rate of 285 basis points over one-month LIBOR, with a
minimum rate which results in a current effective interest rate
of 5.03%.

On March 19, 2003, the Company closed a $75.0 million mezzanine
loan secured by ownership interests in Bank One Corporate
Center. The new loan matures on January 5, 2004 with a one-year
extension option provided certain conditions are satisfied,
including payment of a 0.5% extension fee. The loan has a 15%
interest rate with a 10% current pay, plus a 1% exit fee upon
initial maturity. The new loan retired an existing mezzanine
loan which bore interest at 23.0%

               Disposition of Non-Core Assets

During 2002, the Company sold the following real estate:

-- a 93,711 square foot office building located in Knoxville,
   Tennessee for $5.1 million.

-- nine suburban Chicago office properties for an adjusted sales
   price of $131.2 million, including the assumption of $113.1
   million of debt related to the properties.

-- a 40,000 square foot, two-story building located at 4430
   Railroad Avenue in the East Chicago Enterprise Center
   industrial park in East Chicago, Indiana for $0.6 million.

-- 52.5 acres of vacant land in Aurora, Illinois for $7.0
   million.

These sales reflect the Company's ongoing strategy of selling
non-core real estate assets.

   Downtown Office and Suburban Office Vacancy Rates Increase

According to CB Richard Ellis, the vacancy rate for the downtown
Chicago office market was 12.9% at the end of the fourth quarter
of 2002, up from 10.0% at the end of the fourth quarter of 2001.
Net absorption in the central business district was a negative
2.5 million square feet for the quarter. The Chicago suburban
office market vacancy rate increased to 17.0% from 14.5% at the
end of the fourth quarter of 2001. The Chicago industrial market
ended the quarter with a vacancy rate of 9.2%, up from 8.8% at
the end of the fourth quarter of 2001. Economic conditions and
the situation in Iraq have caused many corporate executives to
postpone decisions on space needs.

            SCPG Debt Maturity; Debt Covenants

The Company's debt obligation with SCPG matures July 16, 2003.
The terms of this provide for two 180-day extension periods, at
our option, if aggregate outstanding principal is not greater
than $40.0 million at the date of the first extension and not
greater than $25.0 million at the date of the second extension.
In addition, the Company's debt obligations require compliance
with various financial loan covenants including quarter end
liquidity covenants. The Company's ability to meet these
covenants in the future is contingent on its ability to execute
certain capital events and on its future financial results. In
addition, if the SCPG obligation is not extended, SCPG's default
remedies, including assuming certain of the equity interests of
the Company's operating partnership in various properties, may
also hinder the Company's ability to meet the minimum quarter
end cash requirements and other financial loan covenants.
Management is pursuing various capital events, which, if
consummated in sufficient amounts, would provide the necessary
cash proceeds to meet these covenant requirements in addition to
the repayment of part or all of the SCPG debt. If capital events
are not consummated, or the proceeds of capital events are not
sufficient to meet certain covenants, management intends to seek
waivers or modifications from the lenders.

Due to the above uncertainties, and as was the case in the
Company's 2001 Form 10-K, the Company's auditors have included a
paragraph in their report emphasizing that if the Company is not
successful in its efforts to consummate certain capital events,
the Company may not be able to continue as a going concern.

                   About the Company

Prime Group Realty Trust is a fully-integrated, self-
administered, and self-managed real estate investment trust
(REIT) that owns, manages, leases, develops, and redevelops
office and industrial real estate, primarily in metropolitan
Chicago. The Company owns 15 office properties containing an
aggregate of approximately 7.8 million net rentable square feet
and 29 industrial properties containing an aggregate of
approximately 3.9 million net rentable square feet. In addition,
the Company owns 202.1 acres of developable land and joint
venture interests in two office properties containing an
aggregate of 1.3 million net rentable square feet.


PROBEX CORP: Used Oil Collection Assets Sale Reduces Debt by $1M
----------------------------------------------------------------
Probex Corp. (AMEX:PRB), a technology based, renewable resource
company, announced that its wholly-owned subsidiary, Probex
Fluids Recovery, Inc., has sold substantially all of the assets
of its used oil collection business to Atlantic Oil Collection
Services, Inc. for approximately $1,000,000, including a $50,000
contingent payment. The sale proceeds will reduce the
approximate $12 million outstanding balance on the senior
secured debt of PFR by approximately $1 million. The PFR senior
notes are part of approximately $25.4 million in secured
indebtedness on which the Company is currently in default.

With the sale of the used oil collections operations, the
Company now plans to focus completely on commercializing its
ProTerra technology, and it does not believe that having its own
used oil collection business is necessary to secure the used oil
feedstock required to supply its planned Wellsville, Ohio
facility. The Company already has non-binding commitments from a
number of third parties to supply used oil feedstock at market
prices on a long-term basis. It now will seek to convert these
commitments into binding long-term contracts, although there can
be no assurance that it will be able to do so.

In late February, Creditors holding approximately 48% of the
Company's secured debt agreed to extend the due date or waive
defaults on their debt until March 31, 2003. The Company intends
to work with its creditors to continue to extend or restructure
its debt. If the Company is not successful in this effort, its
creditors could seek, among other things, to enforce their
rights against the collateral securing the debt. If this were to
occur, or if the company is unable to secure the additional
financing required to support its continued operations, the
Company will consider any other options available to it,
including filing for protection from creditors under the
bankruptcy code.

                        About Probex

Probex is a technology-based, renewable resource company that is
engaged in the commercialization of its patented ProTerrar
process. We have invested the majority of our resources since
inception on research, development and commercialization of our
patented ProTerra technology, which has the ability to reprocess
used lubricating oil into products that we intend to market to
commercial and industrial customers. For more information about
Probex, visit the company's web site at: http://www.probex.com


PROTECTION ONE: Elects William B. Moore as Chairman of the Board
----------------------------------------------------------------
The Board of Directors of Protection One (NYSE: POI) announced
the appointment of William B. Moore as Chairman of the Board of
the Company, effective immediately.  Mr. Moore also serves as
Executive Vice President and Chief Operating Officer of Westar
Energy, Inc., which owns approximately 88% of Protection One.

Bruce A. Akin, Vice President, Business Services, Westar Energy,
and Larry D. Irick, Vice President, General Counsel, and
Corporate Secretary of Westar Energy, also were appointed to
Protection One's Board of Directors.  Messrs. Moore, Akin and
Irick were appointed to Protection One's Board of Directors
pursuant to terms of the 1997 Contribution Agreement between
Westar and Protection One.

Steven V. Williams, President of Protection One's wholly owned
subsidiary, Network Multifamily, and a Company director since
October 2000, and Maria de Lourdes Duke, a Company director
since May 1999, resigned from the Board to accommodate these
additions.

                    About Protection One

Protection One, one of the leading commercial and residential
monitored security services companies in the United States and a
leading security provider to the multifamily housing market
through Network Multifamily, serves more than one million
customers in North America.  For more information on Protection
One, go to http://www.ProtectionOne.com.

As previously reported in Troubled Company Reporter, Standard &
Poor's placed its 'B' corporate credit and other ratings for
Protection One Alarm Monitoring Inc., on CreditWatch with
negative implications. The action was taken because of concerns
associated with the intention of 88% owner Westar Energy Inc.,
(BB+/Watch Neg/--) to dispose of Protection One and the
potentially negative impact of recent directives by the Kansas
Corporation Commission.

Topeka, Kansas-based Protection One is the second-largest
security alarm monitoring company in the nation. As of September
2002, it had about $575 million of total debt outstanding.


RADIO UNICA: December 2002 Balance Sheet Insolvency Tops $17.7MM
----------------------------------------------------------------
Radio Unica Communications Corp. (OTC Bulletin Board: UNCA), the
nation's only Spanish language radio network, announced
financial results for the fourth quarter and year ended December
31, 2002.

Revenue for the fourth quarter ended December 31, 2002 increased
by 26% to $13.3 million from $10.6 million in the same period of
2001. Revenue relating to the radio broadcasting business
increased by 18% to $9.9 million from $8.4 million for the
comparable period in the prior year.

EBITDA before stock option compensation expense (defined as loss
from operations plus depreciation and amortization and stock
option compensation expense) for the fourth quarter ended
December 31, 2002 improved by 97% to a loss of $0.1 million from
a loss of $5.1 million in the same period last year. EBITDA
before stock option compensation expense relating to the radio
broadcasting business for the fourth quarter ended December 31,
2002 improved by 96% to a loss of $0.2 million from a loss of
$5.4 million for the comparable period in the prior year.

The net loss applicable to common shareholders for the fourth
quarter of 2002 was $5.9 million, or $0.28 per basic and diluted
share, compared to a net loss applicable to common shareholders
of $11.1 million, or $0.54 per basic and diluted share for the
comparable prior year period.  The net loss applicable to common
shareholders relating to the radio broadcasting business for the
fourth quarter of 2002 was $5.9 million compared to a net loss
applicable to common shareholders of $11.4 million for the
comparable prior year period.

Revenue for the year ended December 31, 2002 increased by 22% to
$45.7 million from $37.5 million in the same period of 2001.  
Revenue relating to the radio broadcasting business for the year
ended December 31, 2002 increased by 13% to $35.8 million from
$31.8 million for the comparable prior year period.

EBITDA before stock option compensation expense for the year
ended December 31, 2002 improved by 83% to a loss of $2.4
million from a loss of $14.7 million in the same period last
year. EBITDA before stock option compensation expense relating
to the radio broadcasting business for the year ended December
31, 2002 improved by 79% to a loss of $3.3 million from a loss
of $15.5 million in the same period last year.

The net loss applicable to common shareholders for the year
ended December 31, 2002 was $24.6 million, or $1.18 per basic
and diluted share, compared to a net loss of $42.6 million, or
$2.04 per basic and diluted share for the comparable prior year
period.  The net loss applicable to common shareholders relating
to the radio broadcasting business for the year ended December
31, 2002 was $25.1 million compared to a net loss applicable to
common shareholders of $43.2 million in the same period last
year.

On February 28, 2003, in accordance with the terms of the Senior
Discount Notes, the Company made its scheduled interest payment
of approximately $9.3 million.  The Company is in restructuring
discussions with representatives of the Notes. On March 6, 2003,
the Company borrowed $10 million under its $20 million credit
facility. As of March 27, 2003, the Company had approximately
$14 million in cash.

Joaquin F. Blaya, Chairman and Chief Executive Officer of Radio
Unica, said, "During 2002, we made significant progress in
improving our financial and operating results.  We grew overall
revenue by 22%, while reducing our direct operating and
corporate expenses to below 2000 levels, while our SG&A and
network costs dropped below 2001 levels. Our fundamental trends
are all moving in the right direction.  As a result, we
generated positive EBITDA for the final nine months of the year
and reduced our overall 2002 EBITDA loss by 83%.   Going
forward, we will continue to operate the Company as efficiently
as possible, while focusing on leveraging our national network
to drive further improvements in our revenues and cash flows."

As of December 31, 2002, the company's balance sheet shows its
insolvency with a total stockholders' equity deficit of
$17,724,165.

            About Radio Unica Communications Corp.

Radio Unica Communications Corp., based in Miami, Florida, is
the only national Spanish-language radio network in the country
and reaches approximately 75% of Hispanic USA through a group of
owned and/or operated stations and affiliates located
nationwide.  The Company's operations include the Radio Unica
Network and an owned and/or operated station group covering
the top U.S. Hispanic markets including Los Angeles, New York,
Miami, San Francisco, Chicago, Houston, San Antonio, McAllen,
Dallas, Fresno, Phoenix, Sacramento and Tucson.
               

RELIANT RESOURCES: S&P Junks Rating to CCC Due to FERC Findings
---------------------------------------------------------------  
Standard & Poor's Ratings Services its corporate credit ratings
on electricity provider Reliant Resources Inc. and three of
RRI's subsidiaries, Reliant Energy Mid-Atlantic Power Holdings
LLC, Orion Power Holdings Inc., and Reliant Energy Capital
(Europe) Inc., to 'CCC' from 'B-'. The ratings on each of these
companies were placed on CreditWatch with negative implications.
In addition, Orion Power's senior unsecured rating was lowered
to 'CC' from 'CCC'.

The CreditWatch listing for Reliant Energy Power Generation
Benelux B.V. was revised from positive to developing.

The rating action follows the Federal Energy Regulatory
Commission's show cause order relating to power trading during
the California energy crisis. The penalty for this may be a
revocation of RRI's authority to sell power at market-based
rates. RRI has 21 days to show cause of why their authority
should not be revoked. The alternative for selling power at
market-based rates is to sell at cost of service based rates.
This adds another element of uncertainty to RRI's business risk.

The order by the FERC comes at a time that RRI is in the midst
of completing a $5.9 billion global refinancing. The FERC order
could significantly hinder reaching an agreement with bank
lenders on the global refinancing. RRI has a $2.9 billion
maturity on March 28. Should less than 100% of the bank lenders
agree to commit to the terms of a renegotiated deal representing
a long-term solution, a default could occur. RRI currently has
little access to the debt and equity capital markets and lacks
adequate liquid funds to fully repay the $2.9 billion maturity
on March 28. If RRI is unable to obtain commitments from all of
its bank lenders, it may resolve its credit situation in a
bankruptcy filing.


ROCKPORT HEALTHCARE: Says Cash Sufficient to Fund S-T Operations
----------------------------------------------------------------
Rockport Healthcare Group is a management company dedicated to
developing, operating and managing a network consisting of
healthcare providers and medical suppliers that serve employees
with work-related injuries and illnesses. Rockport offers access
to one of the most comprehensive healthcare networks at a local,
state or national level for its clients and their customers.
Typically, Rockport's clients are property and casualty
insurance companies, employers, bill review/medical cost
containment companies, managed care organizations, software/bill
review companies and third party administrators.

The Company contracts with physicians, hospitals and ancillary
healthcare providers at rates below the maximum allowed by
applicable state fee schedules or if there is no state fee
schedule, rates below usual and customary charges for work-
related injuries and illnesses. The Company generates revenue by
receiving as a fee, a percentage of the medical cost savings
realized by its clients.  The medical cost savings realized by
its clients is the difference between the maximum rate allowed
for workers' compensation claims in accordance with the state
allowed fee schedules or usual and customary charges and the
discounted rates  negotiated by the Company with its healthcare
providers.

Rockport has contracts with healthcare providers and/or network
partners in all fifty states and the  District of Columbia.
Currently, the Company  has in excess of 262,000 healthcare
providers nationwide that serve its clients and customers for
their injured employees' care. Should a client or their customer
have particular needs in an under-served market, Rockport has a
skilled team of experienced network development personnel
capable of custom building the under-served market for the
client. As of September 30, 2002, the  Company had three wholly
owned subsidiaries: Rockport Community Network, Inc., Rockport
Group of Texas, Inc. and Rockport Preferred, Inc.

The Company has an accumulated deficit in shareholders' equity
of $705,869 as of September 30, 2002.  This  matter raises
substantial doubt about the Company's ability to continue as a
going concern.

Rockport Healthcare Group has funded its operations through the
sale of Company common stock, borrowed  funds from outside
sources and converted employee and Director debt to common stock
of the Company. On June 11, 2001, the Company's Board of
Directors approved the issuance of an aggregate principal amount
of $1,000,000 in the form of three-year 10% convertible
subordinated unsecured notes.  The notes are  convertible at the
average of the high bid and low ask stock quotations on the date
of funding and interest is payable quarterly out of available
cash flow from operations as determined by the Company's Board
of Directors, or if not paid but accrued, will be paid at the
next fiscal quarter or at maturity.  As of  September 30, 2002,
of the three-year convertible subordinated unsecured notes, the
Company had issued notes to a Director and a former  Director in
the aggregate amount of $350,000 and an individual in the
aggregate amount of $250,000, for total borrowings of $600,000.
These notes are convertible into Company common stock at
conversion prices ranging from $.325 to $.36 per share anytime
prior to June and October 2004. The conversion price of $.325
was determined by the average of the high bid ($.36) and low ask
($.29) stock quotations on the date of funding.  The conversion
price of $.36 was determined by the average of  the high bid
($.39) and low ask ($.33) stock quotations on the dates of
funding.  As a result, there are no beneficial conversion
features associated with these notes.

Management believes that the necessary funding to implement the
Company's business plan has been obtained and that no additional
funding is required.  However, at the present time, the Company
does not have any significant credit facilities available with
financial institutions or other third parties and if additional
funding is required, it will be dependent upon external sources
of financing or loans from its officers,  directors and
shareholders.  Should the Company experience a shortfall in
operating cash flow, the Company  may not be able to proceed
prospectively, and therefore, would no longer anticipate being a
going concern.

Rockport Healthcare Group had net income for the six months
ended September 30, 2002, of $176,421, as compared with a net
loss of $668,369, for the six months ended September 30, 2001.
The net income for the six months ended September 30, 2002, is a
result of increased revenue and gross profit resulting from
increased utilization of the Company's PPO network by its
clients and their customers.

The Company's independent auditors have raised a going concern
issue to the Company's financial statements. At March 31, 2002,
the Company had negative working capital of $294,997. On
November 28, 2001, the Company borrowed $50,000 and on January
10, 2002, the Company borrowed an additional $50,000, each from
a Director of the Company. This note accrues interest at 10% per
annum and both principal and interest were due  December 31,
2002. On June 30, 2002, the Company renegotiated the terms of
the note and extended the due date to April 1, 2004.
Additionally, the Company added $93,000 of accrued legal fees
due to the Director and $34,493 of accrued overwrite fees due to
the Director to the principal amount of the note. At September  
30, 2002, the Company had positive working capital of $143,681.
For fiscal 2003 the Company expects to have monthly cash
operating expenses of approximately $185,000. Currently, the
Company is generating positive cash flow from operations and
coupled with the extension of the due date of the aforementioned
note,  believes sufficient cash flow from operations will be
available during the next twelve months to satisfy its short-
term obligations. As such, the Company does not anticipate the
need for additional external financing to fund operations for
fiscal 2003. The Company's continued growth is conditioned on
the Company signing more employers, insurers and others for
access to its PPO network and obtaining a greater participation
by consumers who are covered by such payors. The Company will
dedicate a significant portion of its cash flow from operations
to the continuing development and marketing of its PPO  network.


ROYAL CARIBBEAN: Executes $500M Unsec. Revolving Credit Facility
----------------------------------------------------------------
Royal Caribbean Cruises Ltd. (NYSE:RCL), (OSE:RCL) announced
that it has executed a $500 million unsecured revolving credit
facility to replace the company's current $1 billion revolving
credit facility which was set to expire in June of this year.
Salomon Smith Barney Inc. and Nordea served as joint lead
arrangers and Den norske Bank as documentation agent for the
facility. The facility has a term of five years, bears interest
at LIBOR plus 1.75 percent (subject to certain adjustments) and
will be utilized for general corporate purposes. The financial
covenants are substantially the same as those under the
company's existing revolving credit facility. The loan agreement
anticipates that the company may increase the facility's size to
a maximum of $1 billion upon receiving additional commitments.

"While the conflict with Iraq has caused considerable
deterioration in financial market conditions during these
negotiations, we are satisfied with the overall size and
structure of our new facility," said Bonnie S. Biumi, acting
chief financial officer of Royal Caribbean Cruises Ltd.
"Combined with our other financial resources, the facility
should provide us with sufficient liquidity for our needs,
including delivery of the three remaining ships in our 13 ship
fleet expansion program."

Royal Caribbean Cruises Ltd., whose BB+ rating on class A-1 of
two synthetic transactions was affirmed by S&P, is a global
cruise vacation company that operates Royal Caribbean
International and Celebrity Cruises, with a combined total of 25
ships in service and three under construction or on firm order.
The company also offers unique land-tour vacations in Alaska,
Canada and Europe through its cruise-tour division. Additional
information can be found on http://www.royalcaribbean.com,  
http://www.celebrity.com or http://www.rclinvestor.com


SAFETY-KLEEN CORP: SKC Seeks to Settle Certain Entity Claims
------------------------------------------------------------
SKC and SKC Services (East) LC, as successor-in-interest to ECDC
Environmental, LC, ask the Court to approve a settlement
agreement and release to resolve all claims in dispute with:

        (i) the Hudson County Improvement Authority;

       (ii) the American International Group of Companies,
            comprised of: AIG Insurance Company, American
            Fidelity Company, Granite State Insurance Company,
            Illinois National Insurance Company, The Insurance
            Company of the State of Pennsylvania, National
            Union Insurance Company of Pittsburgh, PA, New
            Hampshire Insurance Company, and American Home
            Assurance Company;

      (iii) Beazer East, Inc., and

       (iv) the New Jersey Meadowlands Commission.

The disputed claims include the proofs of claim that the NCIA
and American Home filed in the Safety-Kleen Corp. debtors'
bankruptcy proceedings, and the claims asserted in a lawsuit
that the NCIA began in the Superior Court of New Jersey, Law
Division, captioned "Hudson County Improvement Authority v. S.K.
Services East LC".  The proofs of claim that the HCIA filed
against SKC and Services seek recovery of monetary damages and
specific performance, and the claims of American Home are for
indemnity obligations.

In February 1997, the HCIA, Beazer and ECDC Environmental signed
a comprehensive agreement and lease with respect to the
development of certain contaminated property known as the
Seabord Site in Kearny, New Jersey.  Specifically, the
Agreement/Lease provided that, in exchange for the right to
deposit 4,500,000 cubic yards of processed dredge material at
the Seabord Site over a five-year period, Services would
undertake much of the responsibility for:

        (a) performance of cleanup of the Seabord Site, which
            was required of Beazer by the New Jersey Department
            of Environmental Protection, and

        (b) development and construction of certain enhancements
            to the Seabord Site.

Services also agreed to pay the HCIA up to $36,000,000 in
tipping fees or "rent" for the right to place PDM on the Seabord
Site.  The rights and obligations of HCIA and Services under the
Agreement/Lease were subject to the satisfaction of certain
conditions precedent, each of which was to be satisfied by a
particular predetermined date.  If the conditions precedent did
not occur, the Agreement/Lease would be void.

As a precondition to the entry into the Agreement/Lease, on
April 4, 1997, SKC signed and delivered a Guarantor Agreement to
the HCIA unconditionally guaranteeing Services' full performance
under the terms of the Agreement/Lease.

In July 1997, before the conditions precedent had occurred, the
parties began negotiating for an amendment to the
Agreement/Lease.  On October 2, 1997, the HCIA, Beazer and
Services executed an amendment to the Agreement/Lease.  Among
other things, the Amendment:

        (1) extended the deadline for the performance of the
            conditions precedent;

        (2) changed the rent charged; and

        (3) allowed Services to use and occupy the Seabord Site
            on an interim basis in order to stockpile PDM and to
            commence required capital improvements, while the
            parties continued to work toward satisfaction of the
            conditions precedent that would trigger commencement
            of the full five-year lease term.

The Interim Period was to terminate upon either the satisfaction
of all conditions precedent contained in the Agreement/Lease, or
the failure to satisfy, or waive in writing, the conditions
precedent by the established deadline.  If the conditions
precedent occurred, Services was obligated to complete the
project described in the Agreement/Lease as amended.  If they
did not occur, however, Services was to:

        (i) take whatever measures were necessary to either
            bring interim stockpiling into compliance with the
            final Remedial Action Work Plan, or take whatever
            other measures were required with respect to the
            Seabord Site; and

       (ii) regrade the interim fill to elevations consistent
            with the approved Remedial Action Work Plan, or as
            directed by the HCIA.

Under the terms of the Amendment, the HCIA also required
Services to obtain and post a bond guaranteeing its performance.  
On January 23, 1998, American Home issued the lease bond
amounting to $1,000,000 for the benefit of HCIA, guaranteeing
the performance of Services under the terms of the Amendment.  
To begin stockpiling of PDM and carry out its other contractual
obligations on the Seabord Site, Services was also required to
obtain certain permits and approvals from the Seabord Site.

As a condition to the issuance of these permits, Services was
required to obtain and provide certain guarantee performance
bonds to the NJMC to ensure Services' compliance with permit
conditions.  American Home issued bonds to NJMC to secure the
work to be performed by Services.

At the time of execution of the Amendment, Services had proposed
the Remedial Action Work Plan to NJDEP, but had not received
approval for its plan to remediate the Seabord Site.  It was not
until April 1998 that NJDEP approved the Remedial Action Work
Plan for the remediation of the Seabord Site.

Between December 1997 and September 1998, Services delivered
approximately 1,100,000 cubic yards of PDM to the Seabord Site.  
By June 1999, Services also had completed more than $15,000,000
in capital improvements at the Seabord Site, including
installation of a massive sheet steel bulkhead, construction of
a slurry wall and dock, and road restoration.  The conditions
precedent to the parties' obligations under the Agreement,
however, were never accomplished.

                   The New Jersey Litigation

On July 30, 1999, the HCIA filed the New Jersey Litigation to:

        (i) evict Services from the Seabord Site;

       (ii) recover $4,400,000 in rent allegedly due to the
            HCIA for the stockpiled PDM; and

      (iii) recover an unspecified amount of damages allegedly
            caused by Services' breaches of contract.

The HCIA also sought injunctive relief requiring Services to
complete approximately $5,000,000 to $10,000,000 of work at the
Seabord Site, including work required to grade the PDM.

Services counterclaimed against the HCIA for unjust enrichment
and intended to assert similar claims against Beazer, based on
the theory that the HCIA and Beazer obtained direct financial
benefit from the $15,000,000 spent by Services in preparing the
Seabord Site for the interim filing operations.  The HCIA,
Beazer and the NJMC also impleaded American Home to force it to
perform on the $1,000,000 Lease Bond and the NJMC bonds.  
American Home, in turn, asserted a claim against Services for
the full amount of any payment it was required to make on the
bonds.

On December 23, 1999, the HCIA filed a motion for summary
judgment seeking a determination that the Agreement/Lease and
the Amendment were terminated for failure to timely satisfy the
conditions precedent.  On February 9, 2000, the New Jersey
Superior Court signed an order granting the HCIA's summary
judgment motion and finding that, as a result of the failure to
satisfy the conditions precedent, the Agreement/Lease as amended
had terminated on July 30, 1999.  The Court did not, however,
rule on the nature, scope and extent of the parties'
post-termination obligations under the Agreement/Lease and
Amendment.

On May 8, 2000, the HCIA filed a motion seeking summary judgment
and a declaration as to the post-termination obligations of
Services. Shortly thereafter, the Debtors began these Chapter 11
cases, staying further litigation of the HCIA's summary judgment
motion.  In July 2000, the HCIA obtained relief by consent from
the stay to obtain a final judgment as to Services' obligation
with respect to management of the PDM stockpiled on the site.  
Services filed an opposition to this motion.

                      The Proofs of Claim

In October 2000, the HCIA filed proofs of claim against Services
and SKC, each alleging an unsecured, non-priority claim for
payment and performance obligations under termination of the
Agreement/Lease in which HCIA asserted that Services still owed
HCIA approximately $5,500,000, and SKC was responsible for
obligations triggered upon the termination of the
Agreement/Lease, as amended.

In that same month, American Home also filed proofs of claim
amounting to $52,284,157, plus fees and costs against various
Debtors for bonds issued.

             The Settlement and Release Agreement

The parties have now settled the disputes reflected by these
various legal actions.  The salient terms of the Settlement
Agreement and Release are:

        (1) Remedial Activities

            (i) Completion of Remedial Activities.  Beazer will
                be solely responsible for completing the
                remedial activities, which include:

                    (a) all of the activities necessary to
                        complete the Approval Remedial Action
                        Work Plan;

                    (b) all activities required under the
                        Administrative Consent Order signed on
                        March 4, 1996, with the NJDEP, with the
                        exception of certain development
                        activities;

                    (c) mitigation activities required by the
                        United States Army Corps of Engineers
                        for the dredging of contaminated soils
                        from the Hackensack River; and

                    (d) the activities necessary to obtain all
                        permits not already obtained by the
                        parties, and to comply with all permits
                        and regulatory approvals for the
                        Remedial Activities.

            (ii) Timing of Completion of Remedial Activities.
                 All permits and regulatory approvals must be
                 obtained no later than 18 months after this
                 Settlement Agreement, until that time is
                 otherwise extended under the provisions of the
                 Settlement Agreement.  Beazer has the right, at
                 its sole option, to apply for a modification to
                 the Approved Remedial Action Work Plan under
                 the Settlement Agreement.  Provided that the
                 necessary permits and regulatory approvals have
                 been obtained, Beazer may begin the remaining
                 Remedial Activities at any time after execution
                 of the Settlement Agreement, provided that the
                 Remedial Activities are:

                     (a) begun no later than 18 months from the
                         Settlement Agreement, and

                     (b) completed no later than 42 months from
                         the Settlement Agreement, unless that
                         date is extended by Beazer.

        (2) Development Activities.  The HCIA will be solely
            responsible for completing certain development
            activities, including:

              (i) the hydroseeding of the side slopes and flat
                  areas, where the PDM has been placed and
                  compacted, to provide erosion control;

             (ii) the mitigation of the wetlands that will be
                  destroyed by spreading the PDM over the
                  Seabord Site; and

            (iii) the installation of any more than two outfall
                  structures and detention basins to be
                  installed at the Seabord Site.

        (3) Payment Obligations:

              (i) Payment Obligations of American Home.  
                  American Home will pay $2,150,000 into an
                  interest-bearing Escrow Account in full
                  settlement of all claims raised by the HCIA,
                  the NJMC, and Beazer against American Home and
                  Safety-Kleen.

             (ii) Payment Obligations of the HCIA.  The HCIA
                  will pay $1,116,900 to Marsh Resources to
                  purchase wetlands credits required by the
                  permit issued by the USACE relating to the
                  Seabord Site.

            (iii) Obligation of Beazer to Post Adequate
                  Security. Beazer will post $4,000,000 in
                  security in favor of the HCIA and NJMC to
                  secure its obligations under the Settlement
                  Agreement.

        (4) Releases.  In consideration of the terms of the
            Settlement Agreement, HCIA, Beazer, Safety-Kleen,
            the NJMC, and American Home release any and all
            claims, including the HCIA Proofs of Claim, that
            have accrued up to the date of the Settlement
            Agreement relating to the Seabord Site or the
            transactions, events and circumstances giving rise
            to the New Jersey Litigation or the Approved
            Remedial Action Work Plan.

        (5) Claim in Favor of American Home.  Notwithstanding
            the general release, Safety-Kleen agrees to accept
            and fix American Home's Proofs of Claim relating to
            the Lease Bond and the NJMC Bonds as a general,
            unsecured, non-priority claim against Services in
            the amount of the American Home Payment, plus all
            reasonable costs incurred by American Home,
            including reasonable consulting costs and attorneys'
            fees amounting to $140,000.

        (6) Discharge of Bonds.  The Lease Bond and the NJMC
            Bonds will be discharged and canceled.  The HCIA and
            NJMC will release American Home and Safety-Kleen
            from any and all claims, including further
            obligations under the Lease Bond and the NJMC
            Bonds, or otherwise to perform work at the Seabord
            Site.

The Debtors point out that the settlement ends a complex and
fractious litigation -- as well as the seemingly endless
attorneys' fees associated with the litigation -- with no out-
of-pocket payment by the Debtors.  By resolving the claims
asserted in the New Jersey litigation as well as the various
proofs of claims filed in the Debtors' cases, the global
settlement allows the Debtors to avoid incurring additional
administrative expenses, including attorneys' fees and other
costs that would be required if the New Jersey litigation, as
well as the various counterclaims and impleaders were to proceed
to full trial on the merits.

Without the Settlement Agreement, Safety-Kleen would be forced
to defend against the various claims asserted in the New Jersey
Litigation and the HCIA Proofs of Claim and the American Home
Proofs of Claim, at a significant cost to the Debtors' estates
and without any guarantee of ultimate success.  Under the
Settlement Agreement, Safety-Kleen will be permitted to resolve
its disputes with the parties without the need of proceeding to
a trial on the merits.  If these disputes are not resolved as
proposed, costly and time-consuming litigation with the parties
would be a virtual certainty.  In fact, the litigation could
entail continued discovery, preparation for trial, the trial
itself to determine the obligations of the parties and the
amount of damages owed, and post-trial matters, perhaps
including appeals.  Further, the litigation could result in an
adverse judgment at trial in an amount significantly greater
than the amount of the unsecured claim allowed in HCIA's favor
under the Settlement Agreement. (Safety-Kleen Bankruptcy News,
Issue No. 53; Bankruptcy Creditors' Service, Inc., 609/392-0900)    


SEVEN SEAS: Committee Wants to Hire McClain Leppert as Counsel
--------------------------------------------------------------
The Official Committee of Unsecured Creditors of Seven Seas
Petroleum, Inc.'s chapter case, asks for approval from the U.S.
Bankruptcy Court for the Southern District of Texas to employ
McClain, Leppert & Maney, P.C. as counsel.

The Committee expects McClain Leppert to:

     a) give the Committee legal advice with respect to its
        powers and duties under the Bankruptcy Code in
        connection with this case;

     b) prepare on behalf of the Committee all necessary
        applications, answers, claims, proceedings, orders,
        reports, and other legal instruments necessary or
        advisable to represent the interests of the unsecured
        creditors of the Debtor;

     c) initiate and prosecute any litigation to which the
        Committee may be a party;

     d) assist the Committee in its investigation of the acts,
        conduct, assets, liabilities, and financial condition of
        the Debtor, the operation of the Debtor's business, and
        the desirability of the continuation of such business,
        and any other matter relevant to the case or to the
        formulation of a plan or reorganization;

     e) assist the Committee in requesting the appointment of a
        trustee or examiner should such action become necessary;

     f) negotiate with the secured creditors and the Debtor on
        behalf of the Committee;

     g) review all claims and documentation of collateral or
        security held against the Debtor or its assets;

     h) institute objections to proofs of claim asserted against
        the Debtor's estate, and to prosecute all contested
        objections to proofs of claim asserted against the
        estate;

     i) analyze, institute and prosecute actions regarding
        recovery of property of the Debtor's estate;

     j) assist, advise and represent the Committee in analyzing
        the capital structure of the Debtor, investigating the
        extent and validity of liens, cash collateral
        stipulations or contested matters;

     k) assist, advise and represent the Committee in any manner
        relevant to preserving and protecting the Debtor's
        estate;

     l) investigate and prosecute preferences, fraudulent
        transfers and other actions arising under the Debtor's
        bankruptcy avoiding powers, to the extent the Committee
        is so empowered;

     m) appear in Court and to protect the interests of the
        Committee before the Court;

     n) assist the Committee in administrative matters; and

     o) perform such other legal services as may be required and
        in the interest of the unsecured creditors of the
        Debtor's estate, including preparation of a plan of
        reorganization and disclosure statement.

Daniel F. Patchin, Esq., will lead the team in this retention
with his current hourly rate of $325. The current published
hourly rate for services rendered by McClain Leppert are:

          associates           $175 to $225 per hour
          legal assistants     $65 to $120 per hour

On December 20, 2002 a group of its creditors filed a petition
to involuntarily adjudicate Seven Seas as a chapter 7 debtor.
Seven Seas consequently consented to the Adjudication under
Chapter 11 on January 14, 2003 (Bankr. S.D. Tex. Case No. 02-
45206).  Tony M. Davis, Esq., at Baker Botts LLP represents the
Debtor in its restructuring efforts. As of September 30, 2002,
the Company listed $180,389,000 in total assets and $185,970,000
in total debts.

DebtTraders reports that Seven Seas Petroleum Inc.'s 12.500%
bonds due 2005 (SEV05USR1) are trading at 42 cents-on-the-
dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=SEV05USR1for  
real-time bond pricing.


SIRICOMM INC: Independent Auditors Express Going Concern Doubts
---------------------------------------------------------------
On November 21, 2002, SiriCOMM Delaware (formerly known as
Fountain Pharmaceuticals), completed the acquisition of all of
the issued and outstanding shares of SiriCOMM, Inc. - a Missouri
Corporation.  An aggregate 9,623,195 post-reverse split shares
were issued to SiriCOMM Missouri shareholders. Furthermore, the
Company agreed to issue the equivalent of 15.5% of the post-
merger entity's shares (1,922,000 post reverse split shares) to
retire $1,000,000 of convertible notes issued by SiriCOMM
Missouri. As a result and following completion of the
acquisition, the sole director of the Company resigned and four
of SiriCOMM Missouri's principal shareholders were elected in
his place. In connection with this transaction the Company
changed its name to "SiriCOMM, Inc."

Since SiriCOMM Missouri is considered the acquirer for
accounting and financial reporting purposes, the transaction was
accounted for in accordance with reverse acquisition accounting
principles as though it were a recapitalization of SiriCOMM
Missouri and a sale of shares by SiriCOMM Missouri in exchange
for the net assets of the Company. The financial statements
include the historical results of operations and cash flows of
SiriCOMM Missouri from inception and operations of SiriCOMM
Delaware from November 21, 2002 through December 31, 2002.

Management's plan of operation for the next twelve months is to
raise additional capital and build a network to service up to
250,000 simultaneous users within six (6) months of raising
capital. The construction of the initial network is estimated to
cost $4-6 million and is expected to be financed by the private
sale of the Company's securities following the SiriCOMM
Acquisition. There are no firm commitments on anyone's part to
invest in the Company or SiriCOMM and if the combined entity is
unable to finance the acquisition through
the private sale of its securities or other financing, the
SiriCOMM technology may never be commercially sold.

From inception (April 24, 2000) through December 31, 2002,
SiriCOMM has not generated any revenues. During the period from
inception (April 24, 2000) through September 30, 2000, the years
ended September 30, 2001 and 2002 and the three months ended
December 31, 2002, SiriCOMM had net losses of $398,391,
$470,597, $911,611 and $383,563 respectively. From inception
through December 31, 2002, SiriCOMM's general and administrative
expenses totaled $416,312 or 21% of expenses, of which $74,156,
$160,748, $128,780 and $52,628 were incurred in the period from
inception (April 24, 2000) through September 30, 2000, the years
ended September 30, 2001 and 2002, and the three months ended
December 31, 2002, respectively. As of December 31, 2002, the
SiriCOMM incurred salaries and consulting fees of $1,074,570 or
54% of expenses, of which $271,543, $175,525, $544,377 and
$83,125 were incurred in the period from inception (April 24,
2000) through September 30, 2000, the years ended September 30,
2001 and 2002, and the three months ended December 31, 2002,
respectively. SiriCOMM's research and development costs were
$294,294 or 15% of expenses of which $50,205, $73,787, $134,660
and $35,643 were incurred in the period from inception (April
24, 2000) through September 30, 2000, the years ended September
30, 2001 and 2002, and the three months ended December 31, 2002,
respectively.

From inception through December 31, 2002, SiriCOMM has incurred
interest expenses primarily related to the issuance of
convertible notes aggregating $1,000,000, or $61,447, or 2%, of
expenses, of which $4,609, $39,043 and $17,795 were incurred in
the years ended September 30, 2001 and 2002, and the three
months ended December 31, 2002, respectively.

SiriCOMM has four (4) executive employee agreements with certain
officers/directors. As part of these agreements, SiriCOMM is
obligated to pay these individuals an aggregate annual
compensation of $525,000 through February 2005.

               Liquidity and Capital Resources

Since inception, SiriCOMM has financed its activities primarily
from short-term loans. As of December, 2002, the amount of these
loans aggregated $1,579,623. These loans are comprised of four
(4) convertible notes in the aggregate amount of $1,000,000, a
note payable to a former stockholder, Mr. Greg Sanders, in the
principal amount of $166,584, a credit facility with Southwest
Missouri Bank in the amount of $112,769 and eight (8) unsecured
notes payable aggregating $300,000. On January 7, 2003 the
$1,000,000 in convertible notes and accrued interest thereon
were converted into an aggregate of 1,922,000 shares of the
Company's common stock. The note payable to Mr. Sanders has a
principal balance due as of December 31, 2002 of $166,584. This
note bears interest at the rate of 2.5% per annum. Interest and
principal is due in monthly installments of $10,000 per month
through May 2004.

In July 2002 SiriCOMM signed a note with the Bank for $121,325,
bearing interest at 7% per annum requiring eleven monthly
payments of $2,400, with the principal balance maturing on July
20, 2003. The proceeds of this note were used to substantially
pay down the outstanding line of credit due to the Bank as of
June 30, 2002.

As of December 31, 2002, the Company had total assets of
$149,645 and total current assets of $80,412. At December 31,
2002, the Company had total liabilities of $1,983,820 and total
current liabilities of $1,934,131. The Company's working capital
deficit at December 31, 2002 was $ 1,853,719 and an equity
deficiency of $1,834,175.

The Company is dependent on raising additional funding necessary
to implement its business plan. The Company's auditors have
issued a "going concern" opinion on the financial statements for
the year ended September 30, 2002, indicating that SiriCOMM is
in the development stage of operations, has a working capital
and net equity deficiency, is in default with respect to a
substantial portion of its loan agreements and has not yet
generated revenues through January 15, 2003 (the date of said
auditors' report). These factors raise substantial doubt in the
Company's ability to continue as a going concern. If the Company
is unable to raise the funds necessary to build a network and
fund its operations, it is unlikely that the Company will remain
as a viable going concern.


SUN HEALTHCARE: Releases Fourth Quarter and Year-End Results
------------------------------------------------------------
Sun Healthcare Group, Inc. (OTC: SUHG) reported its operating
results for the fourth quarter and year ended December 31, 2002.
Sun also noted preliminary progress in the Company's previously
announced restructuring efforts.

For the quarter ended December 31, 2002, Sun reported total net
revenues of $476.5 million and a net loss, before reorganization
costs and income taxes of $415.5 million (which included an
asset impairment charge of $407.8 million), compared with total
net revenues of $543.3 million and a net loss, before
reorganization costs and income taxes of $27.2 million (which
included an asset impairment charge of $18.9 million) for the
three-month period ended December 31, 2001. For the year ended
December 31, 2002, Sun reported total net revenues of $1.9
billion and a net loss, before reorganization costs, income
taxes, discontinued operations and extraordinary items, of
$444.3 million (which included an asset impairment charge of
$407.8 million), compared with total net revenues of $2.1
billion and an operating loss, before reorganization costs,
income taxes, discontinued operations and extraordinary items,
of $26.2 million (which included an asset impairment charge of
$18.8 million) for the 12-month period ended December 31, 2001.
The Company operated 237 long-term and other inpatient care
facilities with 26,845 licensed beds on December 31, 2002, as
compared with 247 facilities with 27,954 licensed beds on
December 31, 2001.

Sun's fourth quarter results were negatively impacted by the
failure of Congress to extend certain Medicare reimbursement
add-ons as of September 30, 2002. Sun estimates that its
Medicare reimbursements with respect to its long term care
operations decreased by approximately $6.4 million during the
fourth quarter. In addition, Sun estimates that its revenues
will decrease by approximately $36.9 million during the year
ended December 31, 2003 as a result of known changes to Medicare
and Medicaid and assuming that we continue operating all of our
facilities. This decrease includes: a $32.9 million decrease to
inpatient revenues as a result of the expiration of the Medicare
add-ons; a $8.5 million increase to inpatient revenues as a
result of a market basket increase; a $7.2 million decrease to
therapy revenues and a $0.9 million decrease in inpatient
services revenues as a result of the expiration of a therapy cap
moratorium; a $2.1 million decrease in Medicare home health
revenues as a result of legislative changes; and a $2.3 million
decrease in Medicaid pharmacy rates.

For the quarter ended December 31, 2002, Sun's net revenues from
its ancillary and Corporate operations, which include SunScript
Pharmacy Corporation, SunDance Rehabilitation Corporation,
Career-Staff Unlimited, SunPlus Home Health Services, Inc. and
Shared Healthcare Systems, Inc., increased $3.4 million, from
$110.3 million for the three months ended December 30, 2001, to
$113.7 million for the same period in 2002. Its net loss, before
reorganization costs, income taxes, discontinued operations and
extraordinary items, for those operations increased $177.0
million over the same period, from a loss of $24.4 million
(which included an asset impairment charge of $4.3 million and
an extraordinary charge of $11.1 million) to a loss of $201.4
million (which included an asset impairment charge of $197.2
million and an extraordinary gain of $2.4 million). For the year
ended December 31, 2002, Sun's net revenues from its ancillary
and corporate operations decreased slightly from $465.8 million
for the 12 months ended December 30, 2001 to $447.9 million for
the 12 months ended December 31, 2002. Its net income, before
reorganization costs, income taxes, discontinued operations and
extraordinary items, for those operations decreased $172.9
million over the same period, from a loss of $45.6 million
(which included an asset impairment charge of $4.3 million and
an extraordinary charge of $12.9 million) to a loss of $218.5
million (which included an asset impairment charge of $197.2
million and an extraordinary gain of $3.9 million). The net
income for these operations, excluding asset impairment charges
previously noted and corporate overhead expenses of $75.7
million, was $50.5 million in 2002, compared to net income,
exclusive of asset impairment charges previously noted and
corporate overhead expense of $68.4 million, of $40.0 million in
2001.

Net revenues from the long-term and inpatient care operations,
which comprised 76.2 percent of Sun's total revenue in the
fourth quarter of 2002 and 76.6 percent for the year ended
December 31, 2002, decreased $70.2 million to $362.8 million for
the three months ended December 31, 2002 from $433.0 million for
the same period in 2001 (which included $49.6 million related to
the Settlement Agreement with CMS). The net loss, before
reorganization costs, income taxes, discontinued operations and
extraordinary items from the long-term and inpatient care
operations increased $211.3 million from $2.8 million (which
included an asset impairment charge of $14.5 million and an
extraordinary gain of $1.1 million) for the three months ended
December 31, 2001, to $214.1 million (which included an asset
impairment charge of $210.6 million and an extraordinary gain of
$3.1 million) for the same period in 2002. For the year ended
December 31, 2002, Sun's net revenues from its long-term and
inpatient care operations decreased from $157.3 million from
$1,609.4 million for the 12 months ended December 30, 2001 to
$1,452.1 million for the 12 months ended December 31, 2002. Its
net loss, before reorganization costs, income taxes,
discontinued operations and extraordinary items, for those
operations decreased $245.2 million over the same period, from a
net profit of $19.4 million (which included an asset impairment
charge of $14.5 million and an extraordinary gain of $1.6
million) to a loss of $225.8 million (which included an asset
impairment charge of $210.5 million, an extraordinary gain of
$1.4 million and loss on discontinued operations of $7.6
million). The net loss in 2002, excluding asset impairment
charges, was $6.6 million compared to a net loss, exclusive of
asset impairment charges, of $10.6 million in 2001.

During the quarter ended December 31, 2002, Sun also recorded
non-cash impairment charges in the aggregate amount of $407.8
million. The charges consisted of the write-down of $231.1
million of goodwill, $126.7 million of fixed assets, and $50.0
million of other intangible assets. Sun incurred these charges
as a result of our anticipated divestiture of long-term care
facilities, the expiration of the Medicare add-on payments on
September 30, 2002 and the increase in industry-wide general,
professional liability costs during 2002. As a result of these
and other factors, the Company determined that the fair values
of each of its operating business segments require Sun to
recognize the impairment charge noted above.

Sun has initiated restructuring efforts to obtain, among other
things, rent concessions with respect to certain facilities and
to transition certain under-performing facilities to other
operators. In connection with this initiative, Sun has withheld
approximately $18.9 million to date in accrued rent and mortgage
payments which related facilities it intends to transition to
new operators. Sun is hopeful that, as part of its
restructuring, the company will transition away operations that
generate losses under the current, greatly restricted
reimbursement environment. "Our restructuring is intended to
allow the Company to reinvent itself and make it through these
very troubled times in the long-term care industry. We are
attempting to reshape our portfolio to move it toward financial
stability in a reduced reimbursement environment," said Richard
K. Matros, Sun's chairman and chief executive officer. Matros
continued, "Successfully implementing this sort of restructuring
will, of course, be difficult. It presents numerous complex and
vexing challenges. That said, I am pleased with the cooperation
we have achieved with the majority of our landlords as we go
through this process. We have had a constructive dialogue with
most of our landlords but there is a very long and difficult
road remaining before we will know whether our restructuring
will succeed. We remain focused on providing quality care to our
residents and patients during this unprecedented transition."

Sun and its subsidiaries have continued to receive funding under
their Revolving Credit Agreement, even though the Company is in
covenant default of its loan agreements and has not obtained
current waivers of the defaults.

The Company emerged from bankruptcy on February 28, 2002, and
adopted the provisions of fresh-start accounting effective March
1, 2002. Under these provisions, the terms of the Company's
reorganization plan were implemented, assets and liabilities
were adjusted to their estimated fair values, and a new entity
was deemed created for financial reporting purposes. As a
consequence, the financial results for the quarter and year
ended December 31, 2002, are generally not comparable to the
financial results for the same periods in the prior year.
Financial results in the attached financial highlights and
consolidated statements of operations and cash flows labeled
"Predecessor Company" refer to periods prior to the adoption of
fresh-start reporting, while those labeled "Reorganized Company"
refer to periods following the Company's reorganization.

Headquartered in Irvine, California, Sun Healthcare Group, Inc.
owns many of the country's leading healthcare providers. Through
its wholly-owned SunBridge Healthcare Corporation subsidiary and
its affiliated companies, Sun's affiliates together operate more
than 230 long-term and postacute care facilities in 25 states.
In addition, the Sun Healthcare Group family of companies
provides high-quality therapy, pharmacy, home care and other
ancillary services for the healthcare industry.


TOKHEIM: Wants to Establish May 5 Administrative Bar Date
---------------------------------------------------------
Tokheim Corporation and its debtor-affiliates want the U.S.
Bankruptcy Court for the District of Delaware to schedule an
Administrative Claims Bar Date -- a deadline by which all
parties in interest of the Debtors holding or wishing to assert
an administrative expense under 11 U.S.C. Sec. 503 must file a
written proof of claim.  The Debtors want the Court to establish
May 5, 2003, as the Administrative Claims Bar Date.

The Debtors submit that the facts of these cases justify setting
a bar date with respect to Administrative Expense Claims at this
time. The Debtors explain that they are currently in the process
of selling substantially all their assets. Moreover, the Debtors
are in the process of formulating the terms of their joint
chapter 11 plan. To assist in winding down the Debtors' estates
and determining the appropriate treatment of various creditor
constituencies under any proposed plan, the Debtors must
determine the precise nature, extent, and scope of claims
asserted against them.  Establishing an Administrative Bar Date
will advance this goal, the Debtors point out.

Creditors holding three types of claims are exempt from this
deadline:

     a. claims which have already been properly filed with the
        Court and provided that such proof of claim clearly and
        unequivocally sets forth that a claim is made for an
        administrative expense priority;

     b. claims asserted by individual Debtors against other
        Debtors or by non-Debtor affiliates against Debtors; and

     c. claims for allowance of fees and reimbursement of
        expenses of professionals employed in these cases by the
        Debtors and the Official Committee of Unsecured
        Creditors pursuant to 11 Section 327 or any other
        applicable provision of the Bankruptcy Code.

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.


TOUCH AMERICA: $59MM+ Payment to Qwest Further Strains Liquidity
----------------------------------------------------------------
Touch America Holdings, Inc. (NYSE: TAA) announced that the
arbitrator, in the arbitration proceeding between Touch America
and Qwest Communications Corporation, has issued an Interim
Opinion and Award. The arbitration addresses disputes regarding
a number of revenue and expense items related to the company's
June 30, 2000 acquisition from Qwest of the wholesale, private
line, long distance and other telecommunications services
business in the former US West 14-state region. The arbitrator
has retained jurisdiction to rule on several claims for an
additional 90 days, at which time the Opinion and Award is
expected to be final.

The Interim Opinion and Award finds that Touch America owes
Qwest $59.6 million plus interest in an amount to be determined.
At the beginning of the arbitration, Qwest had claimed that
Touch America owed Qwest in excess of $100 million. Touch
America had presented its evidence for net claims from Qwest of
about $43 million under the arbitration and has additional
claims which could raise this amount to over $100 million.
Claims under the arbitration from Touch America that have not
yet been ruled on by the arbitrator, but which he has retained
jurisdiction over, could, if decided in our favor, reduce the
award to Qwest by a substantial amount.

According to Bob Gannon, Chairman and CEO, "We're disappointed
in the arbitrator's decision and will continue to analyze the
award to determine steps we need to take. We also will consider
how to address other outstanding issues between Touch America
and Qwest in light of the award."

Touch America is examining the arbitrator's decision and the
impact of the Interim Opinion and Award on its financial
statements for 2002. The Company expects to file a Form 12b-25
with the Securities and Exchange Commission to extend the filing
date for its Form 10-K for the year ended December 31, 2002.

As previously disclosed, Touch America faces a loss of liquidity
because of the need to fund capital expenditures and losses from
operations. "If we are required to pay Qwest the amount in the
Interim Opinion and Award, we would experience a further
negative impact on our liquidity. Based on our cash available,
which is $20.5 million as of March 26, 2003, our ongoing
financial viability will depend on an ability to increase cash
flow or secure outside financing in amounts required to fund our
cash needs. We cannot predict whether we will be able to
generate sufficient cash to meet our needs. If we are unable to
timely achieve positive cash flow or obtain adequate financing,
we may be required to seek bankruptcy protection."

                 About Touch America

Touch America, Inc. is a broadband fiber-optic network and
product and services telecommunications company, providing
customized voice, data and video transport, as well as Internet
services, to wholesale and business customers. The company
provides the latest in IP, ATM and Frame Relay protocols and
private line services for transporting information with speed,
privacy and convenience. Touch America has approximately 500
employees in 17 states and the District of Columbia. Touch
America, Inc. is the telecommunications operating subsidiary of
Touch America Holdings, Inc. More information can be found at
http://www.tamerica.com.


TW INC: Bankruptcy Court Approves Closure of 17 THE WIZ Stores
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved
the plan of TW, Inc. to immediately commence Going Out of
Business Sales at the final 17 stores of THE WIZ. TW Inc. filed
for bankruptcy protection on March 14, 2003 and on that day
announced its initial plans to close these stores.

"The entire inventory at these 17 stores must be liquidated
before we shut the doors of THE WIZ for good including our
entire inventory of televisions, DVD players, computers,
camcorders, and home audio and more," said Stephen Gray, the
company's Chief Restructuring Officer. "All of THE WIZ's
inventory is being offered at substantial discounts. Given the
incredible values to be found during this going out of business
liquidation, we anticipate that the sale will not last long."

The 17 closing THE WIZ stores include:

New Jersey

  2264 Route 22, Union, NJ
  Rt. 202 & 206 Somerville Circle, Raritan, NJ
  2 Brick Plaza, Brick, NJ
  2111 Highway 35, Holmdel, NJ
  400 Luis Munoz Marin Blvd., Jersey City, NJ
  275-110 Rt. 10, Roxbury Mall, Succasunna, NJ
  Garden State Plaza Mall, Rtes. 4 & 17, Paramus, NJ

Connecticut

  330 Connecticut Avenue, Norwalk, CT
  
New York

  1-9 West Fordham Road, Bronx, NY
  366 West Sunrise Avenue, Valley Stream, NY
  109 & 124 Old Country Road, Carle Place, NY
  555 5th Avenue, New York, NY
  212 East 57th Street, New York, NY
  17 Union Square West, New York, NY
  2577 Broadway, New York, NY
  1534-1536 Third Avenue, New York, NY
  915 Central Park Avenue, Scarsdale, NY

                     About THE WIZ

THE WIZ, a subsidiary of GBO Electronics Acquisition, LLC, is
the tri- state area's premier consumer electronics retailer.
Operating in 17 locations, THE WIZ offers more than 30,000
products and services including the latest technology in audio,
video, computers and home office, as well as music and movies.


UAL CORP: Reaches Tentative Six-Year Agreement with Pilots
----------------------------------------------------------
UAL Corp. (NYSE: UAL), the parent company of United Airlines,
announced that it has reached a tentative, six-year agreement
with the Air Line Pilots Association (ALPA) that creates a new
framework of labor costs and productivity. The agreement has
been endorsed by ALPA's Master Executive Council (MEC) and is
subject to approval by the UAL board of directors. In addition,
the tentative agreement requires ratification by United's
pilots.

"Our pilots are to be highly commended for their leadership role
in tackling the fundamental issues we face at a critical time
for United Airlines and the industry," said Glenn Tilton,
chairman, president and chief executive officer. "This
breakthrough agreement is a significant step forward in making
the hard changes necessary to reposition United to compete more
effectively both immediately and over the long-term. This
agreement helps provide the flexibility United needs to
strengthen our business, compete where we choose, and become a
resilient, profitable company that can offer stable jobs on a
sustainable basis.

"We recognize the sacrifices this agreement represents and
admire the pilots for taking these difficult actions. This is a
huge step in enabling this airline to emerge from Chapter 11 as
a stronger, more competitive company. We've consistently said
that this was the chance to get it right for the long-term, so I
especially appreciate Captain Paul Whiteford and the ALPA MEC
for engaging in the tough but necessary work that allowed us to
arrive at this agreement together," Tilton said.

Leaders from the pilots union will present the agreement to
their membership and establish a schedule for ratification. The
tentative agreement between ALPA and United addresses the
company's short- and long-term cash needs and supports the
company's plan for transformation.

In total, the tentative agreement provides annual labor costs
savings of approximately $1.1 billion, in line with the
company's financial requirements.

"We are committed to continuing to work collaboratively with our
remaining unions on similar agreements and will continue to
negotiate with them around the clock, if necessary, in the days
and weeks ahead," Tilton said.

United earlier this month reached a tentative agreement with the
Transport Workers Union on behalf of the 18 meteorologists
working at United's world headquarters that has since been
ratified. The agreement with the TWU calls for a permanent
reduction in wages of 13 percent and changes to certain work
rules.

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


UAL: Creditors' Panel Seeks Action From White House and Congress
----------------------------------------------------------------
The Official Committee of Unsecured Creditors of UAL and United
Airlines delivered the following letter to the White House and
Congressional Leadership, urging swift government action on
airline industry relief legislation.

The Official Committee of Unsecured Creditors of UAL Corporation
and United Airlines (formed in December 2002 by the United
States Trustee arm of the U.S. Department of Justice) represents
the interests of unsecured creditors of United in its ongoing
bankruptcy case. Tens of thousands of corporations, small
businesses, employees, local governments, airport authorities,
and individual families in every state are among the unsecured
creditor class represented by the Committee.

      THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS OF
           UAL CORPORATION AND UNITED AIRLINES

March 27, 2003

    RE: Need for Urgent Government Assistance for the Airline
        Industry

    The Official Committee of Unsecured Creditors of UAL
Corporation and United Airlines (formed by the United States
Trustee arm of the U.S. Department of Justice) represents the
interests of unsecured creditors of United in its ongoing
bankruptcy case. Tens of thousands of corporations, small
businesses, employees, local governments, airport authorities,
and individual families in every state are among the unsecured
creditor class represented by the Committee.

    On behalf of these businesses and individuals, the Committee
urges immediate and meaningful United States government action
to bolster our domestic air transportation system, and in
particular to preserve the viability and ongoing operations of
United Airlines. The Committee is working closely with United to
assist it in emerging from bankruptcy as a competitive carrier
with a robust business plan. The precious time needed to work
through the many business issues facing United and the industry
can only be afforded if the non-market, adverse effects on
United of the Iraq war are immediately blunted.

    National policymakers and legislators must vocally join the
creditor constituency in recognizing the devastating rippling
effect that any dramatic decrease in United's operations would
impose on vital portions of our nation's economy well beyond the
U.S. aviation industry, both domestically and in the global
marketplace.

    As Congress and the Administration consider the nature and
extent of new steps to ameliorate forces buffeting United and
other carriers, it is critical to give voice to the tens of
thousands of industries, companies, communities, and families
whose operations and livelihood are inextricably woven with the
fate of United and similarly situated network carriers.

    United plays a significant role in our national economy and
communities. Failure to offer immediate war-related relief to
United and this industry as it restructures for a new era of
global competition will jeopardize the future of commercial air
travel. In the pending FY 2003 Supplemental Appropriations bill
or in any stand-alone legislative measures that may emerge in
the coming days, the Committee strongly requests adoption of
relief provisions that provide immediate enhanced liquidity and
financial support for United and the industry.

    Sincerely,

    THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS OF
    UAL CORPORATION AND UNITED AIRLINES


UNITED INDUSTRIES: Closes Private Placement of $85M Senior Notes
---------------------------------------------------------------
United Industries Corporation announced that it has closed a
private placement of $85,000,000 aggregate principal amount of 9
7/8% Series C Senior Subordinated Notes due 2009. The company
previously announced that it was offering $75,000,000 aggregate
principal amount of such notes.

The net proceeds of the offering will be used to reduce
outstanding indebtedness under the company's Senior Credit
Facility.

As reported in Troubled Company Reporter's February 17, 2003
edition, Standard & Poor's Ratings Services raised its corporate
credit and senior secured bank loan ratings on St. Louis,
Missouri-based United Industries Corp. to 'B+' from 'B' and the
subordinated debt rating to 'B-' from 'CCC+'.

The outlook is stable. United Industries' total debt outstanding
was approximately $400 million as of Dec. 31, 2002.

The upgrade reflects the company's improved credit profile and
Standard & Poor's expectations that United Industries will
maintain credit protection measures consistent with the revised
rating, despite the possibility of additional niche
acquisitions.


US AIRWAYS: Reduces Capacity in Response to Impact of War
---------------------------------------------------------
US Airways announced temporary changes to both its transatlantic
and domestic schedules in response to the impact of the ongoing
war in Iraq.

Transatlantic changes, effective April 1-30, 2003, will affect
European operations to and from Pittsburgh and Philadelphia.  
Service between Pittsburgh and London (Gatwick) will be
suspended for the month of April.  In addition, Eastbound
service between Pittsburgh and Frankfurt, will not operate on
Tuesdays and Wednesdays, and westbound service will not operate
on Wednesdays and Thursdays.  Eastbound Philadelphia-Amsterdam
service will not operate on Tuesdays, and westbound service will
not operate on Wednesdays.

Domestic schedule changes will be effective April 2 through May
3, 2003, and will affect mostly evening flights departing from
Pittsburgh and Charlotte, N.C.  On Tuesdays, Wednesdays and
Saturdays, the last bank of flights departing Charlotte will not
operate.  On those days, the last flights of the day will depart
Charlotte between 7 p.m., and 8 p.m., Eastern time.

The last two banks of departing flights from Pittsburgh will not
operate on Tuesdays and Wednesdays between April 2 and May 3,
2003.  On those two days of the week, the last departing flights
out of Pittsburgh will depart by 6 p.m., Eastern time.

Schedule changes for the first week of April are currently
available to the public through computer reservations systems,
and adjustments for the period through May 3 will be available
beginning Sunday.  Customers should contact their booking agent
to determine if the schedule adjustments have affected their
itinerary.  A chart detailing the routes affected by the
domestic schedule changes is available online at
usairways.com/adjusted_schedule.

"Because of the war in Iraq, we have adjusted our operation in a
way that limits the impact to our customers, as the schedule
changes have been made to off-peak travel days on which we have
traditionally lower demand," said B. Ben Baldanza, US Airways
senior vice president of marketing and planning.  "These
schedule changes constitute a less than 5 percent reduction in
available seat miles, or a 4 percent reduction in total
departures.

"In the period since September 11, we have reduced our capacity
by 28 percent, so we now need to make only minor adjustments to
our schedule.  We will continue to watch closely demand trends
and respond as appropriate."

Separately, US Airways Express will discontinue all service in
Kalamazoo, Mich., and Madison, Wis., effective April 5, 2003. US
Airways Express will also close its station in Baton Rouge, La.,
effective May 4, 2003.  US Airways Express employees in these
locations will be offered positions at other stations in the US
Airways Express system.

US Airways will continue to monitor events and ticketing
procedures.  As a reminder, for those tickets purchased on or
before April 2, 2003, US Airways' "Peace of Mind" policy allows
customers to reschedule wholly unused itineraries for travel
through June 17, 2003, without incurring standard change fees.  
Customers interested in making changes to their travel plans
should contact US Airways Reservations at 1-800-428-4322 before
April 19, 2003.

US Airways is the nation's seventh-largest airline, serving
nearly 200 communities in the U.S., Canada, Mexico, the
Caribbean and Europe.  Most of its route network is concentrated
in the eastern U.S., where it is the largest air carrier east of
the Mississippi.  US Airways, US Airways Shuttle, and the US
Airways Express partner carriers operate over 3,300 flights per
day. For more information on US Airways flight schedules and
fares, contact US Airways online at usairways.com, or call US
Airways Reservations at 1-800-428-4322.


VENTAS INC: Director Gary W. Loveman to Leave Board in May
----------------------------------------------------------
Ventas, Inc. (NYSE:VTR) said that current Board member Gary W.
Loveman has decided not to stand for reelection at the Company's
annual meeting on May 15, 2003, citing the demands of his
position as President and Chief Executive Officer of Harrah's
Entertainment, Inc. (NYSE:HET). Mr. Loveman, who joined the
Ventas Board in September 2001, was appointed Chief Executive
Officer of Harrah's on January 1, 2003. He has been President of
Harrah's since April 2001.

"Gary has been a valuable and important member of our Board,
bringing critical strategic planning and business insight to
Ventas," Ventas Chairman, President and Chief Executive Officer
Debra A. Cafaro said. "I appreciate the added demands placed on
him by his recent appointment to Chief Executive Officer of
Harrah's. The other members of the Ventas Board of Directors and
senior management are grateful to Gary for his hard work and
support in our successful efforts at repositioning the Company
for strategic growth and diversification. We will miss his many
contributions."

Loveman sits on the Audit Committee, the Compensation Committee
and the Executive Committee of the Ventas Board. Mr. Loveman
will continue to serve on each of these Committees until he is
replaced by another independent member from the Ventas Board
following the Company's May 15, 2003 annual meeting.

"With my current responsibilities, I am unable to devote the
time and attention to Ventas that it deserves and therefore, I
have decided not to stand for reelection to the Company's
Board," Loveman said. "I have great respect for the Company, its
executives and my fellow Board members, and I am confident that
their integrity and creativity will continue to engender success
at Ventas."

Ventas, Inc., whose December 31, 2002 balance sheet shows a
total shareholders' equity deficit of about $54 million, is a
healthcare real estate investment trust that owns 44 hospitals,
220 nursing facilities and nine other healthcare and senior
housing facilities in 37 states. The Company also has
investments in 25 additional healthcare and senior housing
facilities. More information about Ventas can be found on its
Web site at http://www.ventasreit.com


VENTURE HOLDINGS: Files Chapter 11 Petition in E.D. Michigan
------------------------------------------------------------
Venture Holdings Company, LLC, the worldwide manufacturer and
supplier of automotive components and systems, filed a petition
for Chapter 11 reorganization in the United States Bankruptcy
Court, Eastern District of Michigan.

Larry Winget announced that the company's board of directors, at
his request, appointed Joseph C. Day as the company's CEO. Mr.
Day, a director of the company since January 2003, is assuming
operating responsibility for Venture's U.S. and foreign
operations. James Butler, CFO and general counsel, will remain
in those capacities and will focus on banking, treasury,
restructuring and legal matters.

"We are filing for Chapter 11 protection as a vehicle to
restructure Venture Holdings' debt in response to events at our
European operations that have severely affected our liquidity"
said Mr. Day. "This action is in the best interests of our
customers, employees and creditors, as it will enable Venture to
continue to operate as usual in all respects, while we complete
the restructuring which will lead to a better and stronger
company. We continue to have an outstanding business here in
North America as well as in our other foreign operations and are
meeting our customers' delivery and quality expectations daily;
while at the same time winning many new orders."

Because of the extensive discussions conducted by Venture
Holdings with its lenders and bondholders prior to the filing,
the company anticipates that it will be able to file a plan of
reorganization in the very near future and proceed to obtain the
required approvals as soon as practical.


WARNACO: Inks Stipulation Resolving Shoreline Computers' Claims
---------------------------------------------------------------
In June 1996, Warnaco Inc., Shoreline Computers, Inc. and Active
Media entered into an arrangement whereby, among other things:

    (i) Warnaco would purchase all of its personal computer-
        related goods and services from Shoreline;

   (ii) Warnaco would pay 90% of each Shoreline invoice in cash;

  (iii) Warnaco would pay the remaining 10% of each invoice
        owing to Shoreline through the issuance on Shoreline's
        behalf of a corresponding amount of trade credits
        redeemable for certain goods and services through Active
        Media - the Trade Credits; provided however, that if
        Shoreline was unable to supply the goods or services
        ordered by Warnaco, or could not supply the goods or
        services ordered within the necessary time frame, or was
        unable to match other competitive pricing obtained by
        Warnaco with respect to the goods or services ordered,
        then Warnaco could purchase the goods or services at
        issue from a vendor other than Shoreline; and
      
   (iv) the arrangement is cancelable by any party at any time.

On January 28, 1999, Shoreline commenced an action against
Warnaco and Active Media in the Judicial District of New Haven,
Connecticut, generally alleging these causes of action:

    (i) $1,002,110 in damages on account of alleged fraudulent
        misrepresentation or negligent misrepresentation by
        Warnaco with respect to the utility of the Trade
        Credits;

   (ii) $1,002,110 in damages on account of alleged breach of
        contract by Warnaco for failure to establish a Trade
        Credit balance in that amount;

  (iii) $129,896 in damages on account of alleged breach of
        contract by Warnaco in respect of unpaid invoices;

   (iv) unliquidated damages on account of alleged breach of
        contract by Warnaco, due to Warnaco's refusal to do
        business with Shoreline after the parties purportedly
        agreed that their agreement would no longer be
        cancelable at will but would remain in force through
        June 30, 1999;

    (v) unliquidated damages on account of alleged violations by
        Warnaco of the Connecticut Unfair Trade Practices Act;

   (vi) a declaratory judgment that, among other things,
        Shoreline's Trade Credit balance was $1,002,110 and
        that the Trade Credits would not expire; and

  (vii) punitive damages, interests, fees and costs.

On February 11, 2000, Shoreline filed an Amended Complaint
in the Superior Court for the State of Connecticut, Judicial
District of New Haven.

On October 9, 2000, Warnaco responded to the Complaint and
alleged a counterclaim against Shoreline which included these
causes of action:

    (i) breach of contract based on, among other things,
        Shoreline's alleged failure to sell computer equipment
        to Warnaco at competitive pricing;

   (ii) fraud and misrepresentation based on, among other
        things, Shoreline's alleged fraudulent and negligent
        misrepresentations that it would sell computer equipment
        to Warnaco at competitive pricing, and that it would
        establish a trade credit account with Active Media and
        discount its invoices by allowing Warnaco to pay 10% of
        the invoices with trade credits;

  (iii) unjust enrichment based on, among other things,
        Shoreline allegedly billing Warnaco for computer
        Equipment purchases that Shoreline knew or should have
        known did not represent competitive pricing and by
        unjustly accepting payment on those purchases; and

   (iv) violation of Connecticut Unfair Trade Practices Act
        based on, among other things, Shoreline's alleged unfair
        methods of competition and deceptive acts and practices
        in the conduct of its trade or commerce.

On December 7, 2001, Shoreline filed Proof of Claim Number 912
against Warnaco, as a non-priority unsecured claim for
$4,132,006 in connection with the matters at issue in the
Connecticut Action.  The Proof of Claim is comprised of:

    (i) $129,896 in respect of alleged unpaid invoices billed to
        Warnaco by Shoreline from and after July 1996;

   (ii) $1,002,110 in respect of the cash equivalent of the
        Trade Credit discount of invoices allegedly due
        Shoreline; and

  (iii) an estimated $3,000,000 in damages on account of alleged
        lost profits, punitive damages, attorneys' fees,
        interest and costs.

The Debtors objected to the Claim though their Third Omnibus
Objection to Various Claims.  Shoreline accordingly responded to
the Omnibus Objection and disputed the Debtors' allegations.

To avoid the costs and risks of a protracted litigation, without
any admission of wrongdoing by any party, the Parties agree to
resolve the disputes though a Court-approved stipulation.

Specifically, the Parties stipulate and agree that:

A. The Proof of Claim will be allowed as a non-priority
    unsecured claim for $700,000 and will be classified and will
    receive the treatment of a Class 5 Claim under the Plan;

B. Shoreline will cause the withdrawal, with prejudice, of the
    Connecticut Action and that Warnaco will cause the
    withdrawal, with prejudice, of the Counterclaims;

C. The Parties' Agreement has mooted the Claims Objection as to
    the Proof of Claim and the Response thereto, and that both
    are withdrawn with prejudice;

D. The Parties fully, finally and forever release and discharge
    each other, of and from any further claims, obligations and
    liabilities to the other whether known or unknown,
    including, without limitation, any and all claims,
    obligations and liabilities arising from the Connecticut
    Action and the Counterclaims; and

E. This Stipulation is effective March 17, 2003. (Warnaco
   Bankruptcy News, Issue No. 45; Bankruptcy Creditors' Service,
   Inc., 609/392-0900)  


WESTPORT RESOURCES: Prices $125 Mil. Senior Sub. Notes Offering
---------------------------------------------------------------
Westport Resources Corporation (NYSE: WRC) announced the pricing
of the private placement of $125,000,000 face amount of its
8.25% Senior Subordinated Notes Due 2011 for net proceeds to the
Company of $131.5 million.  The notes will be due on November 1,
2011.  The notes have not been registered under the Securities
Act of 1933 or applicable state securities laws, and may not be
offered or sold in the United States absent registration or an
applicable exemption from the registration requirements of the
Securities Act and applicable state laws.

Westport intends to use the net proceeds of the offering to
redeem all of its 8.875% Senior Subordinated Notes Due 2007
pursuant to the optional redemption provisions of the related
Indenture dated September 23, 1997.  The Notes were originally
issued by Belco Oil & Gas Corp., which merged with Westport in
August 2001.  Closing of the notes offering and the call for
redemption of the 8.875% Senior Subordinated Notes Due 2007 is
expected to occur on or about April 3, 2003.

Westport is an independent energy company engaged in oil and
natural gas exploitation, acquisition and exploration activities
primarily in the Gulf of Mexico, the Rocky Mountains, Permian
Basin/Mid-Continent and the Gulf Coast.

As previously reported, Standard & Poor's affirmed the
company's 'BB' corporate credit and senior unsecured ratings,
and noted that it will assign a 'B+' rating to Westport
Resources' proposed $300 million senior subordinated notes due
2011.


WHEELING-PITTSBURGH: WHX Contests Move to Terminate Pension Plan
----------------------------------------------------------------
WHX (NYSE: WHX), the parent company of Wheeling-Pittsburgh Steel
Corporation, on March 25 filed an answer in court contesting the
Pension Benefit Guarantee Corporation's (PBGC) action to
terminate the WHX pension plan.

On March 7, the PBGC filed a complaint in U.S. District Court in
New York to terminate the WHX pension plan and assume
responsibility for  paying benefits.

Wheeling-Pittsburgh Steel employees and retirees are covered by
WHX's pension plan.


WINSTAR COMM: Trustee Hires ARS Inc. as Property Tax Consultants
----------------------------------------------------------------
The Trustee in the Chapter 7 cases of Winstar Communications,
Inc., and its debtor-affiliates sought and obtained the Court's
authority to employ Advanced Recovery Services, Inc. as property
tax consultants in these Chapter 7 cases pursuant to Sections
327 and 328 of the Bankruptcy Code and the Engagement Agreement
dated January 27, 2003.

Section 327(a) provides that the Trustee, with the court's
approval, may employ professional persons that do not hold or
represent an interest adverse to the estate, and that are
disinterested persons, to represent or assist the Trustee in
carrying out the trustee's duties.  Section 328 provides in
relevant part: "[t]he trustee, or a committee appointed under
section 1102 of this title, with the court's approval, may
employ or authorize the employment of a professional person
under section 327 or 1103 of this title, as the case may be, on
any reasonable terms and conditions of employment, including on
a retainer, on an hourly basis, or on a contingent fee basis."

Michael G. Menkowitz, Esq., at Fox Rothschild O'Brien & Frankel
LLP, in Wilmington, Delaware, relates that ARS has considerable
experience in property tax consulting.

As property tax consultant, ARS is expected to:

    A. conduct a detailed review and analysis of the Debtors'
       personal property tax returns for all open years under
       the applicable statutes for property tax savings
       opportunities;

    B. conduct a detailed review and analysis of the Debtors'
       fixed asset records for the purpose of determining the
       appropriate classification and reporting of its property
       under applicable states and local tax laws;

    C. prepare amended property tax returns;

    D. appeal the Debtors' property tax assessments for all
       years open under statute;

    E. represent the Debtors in informal hearings with
       applicable state and local tax officials; and

    F. perform any other services commensurate with the
       Trustee's needs and ARS' expert knowledge in connection
       with property tax.

Mr. Menkowitz informs the Court that compensation to ARS will be
payable from the funds obtained by ARS.  The Trustee will pay
45% of the net property tax savings identified and obtained by
ARS on the Trustee's behalf.

Mr. Menkowitz contends that the sales commission to be paid to
ARS is within the boundaries of the standard commissions ARS
receives for work of this nature.  To the best of the Trustee's
knowledge, ARS has not represented nor has any connection with
the Debtors, its creditors, equity security holders or any other
parties-in-interest or their attorneys or accountants, the
United States Trustee or any person employed in the Office of
the United States Trustee in any matter relating to the Debtors
or their estate.

ARS President Patrick J. Dooley assures the Court that the firm
does not hold or represent any interest adverse to the Trustee
and is a "disinterested person" as that term is defined in
Section 101(14) of the Bankruptcy Code. (Winstar Bankruptcy
News, Issue No. 40; Bankruptcy Creditors' Service, Inc.,
609/392-0900)  


WORLDCOM INC: Wants Court to Approve Time Warner Settlement
-----------------------------------------------------------
Alfredo R. Perez, Esq., at Weil Gotshal & Manges LLP, in
Houston, Texas, recounts that on May 23, 2000, Time Warner
Telecom General Partnership, by its managing general partner,
Time Warner Telecom Holdings Inc., and UUNET Technologies, Inc.,
the predecessor of MCI WORLDCOM Network Services, Inc., entered
into a Letter Agreement regarding the purchase of Inbound Modem
Pool Service Primary Rate Interface circuits by UUNET from Time
Warner Telecom and the provision of certain quantities of these
IMPS PRI circuits.  On December 1, 2001, MCI Network Services
and Time Warner Telecom, by its managing general partner, Time
Warner Telecom Holdings Inc., entered into a letter agreement
amending the Letter Agreement.  Pursuant to the PRI Amendment,
the Agreement expires by its own terms on October 31, 2004.  The
Agreement contains both month-to-month and fixed term services
with provisions for the re-rating of the pricing of these
services at certain scheduled times.

As of the Petition Date, Mr. Perez informs the Court that
according to MCI Network Services' books and records, it owed
Time Warner Telecom $2,050,424.39 for IMPS PRI circuits provided
under the Agreement.  In contrast, Time Warner Telecom alleges
that MCI Network Services' prepetition obligation is only
$517,565.04 due to an alleged prepetition setoff.  On February
11, 2003, MCI Network Services and Time Warner Telecom, by its
managing general partner, Time Warner Telecom Holdings Inc.,
entered into a letter agreement, further modifying the prior
agreements between the parties, wherein MCI Network Services
agreed to assume the Agreement, as modified by the PRI Amendment
No. 2, the assumption subject to this Court's approval.

The parties have entered into the PRI Amendment No. 2 to:

    -- modify, restate, assume, and affirm the Agreement
       pursuant to the terms set forth in the PRI Amendment No.
       2;

    -- provide for a schedule of payments to Time Warner Telecom
       as contemplated in the PRI Amendment No. 2; and

    -- ensure the continued performance of work and the
       provision of services by Time Warner Telecom to MCI
       Network Services under the Agreement.

As modified by the PRI Amendment No. 2, the salient terms of the
Agreement are:

    A. Term: The term of the Agreement, as modified by the PRI
       Amendment No. 2, will commence as of the date an
       Approval Order becomes a final, non-appealable order.
       Beginning on April 1, 2003, the assumed Agreement will
       automatically renew on a month-to-month basis thereafter
       for as long as services are provided under the Agreement,
       as modified by the PRI Amendment No. 2.

    B. Minimum Commitment: PRI Amendment No. 2 results in a
       reduction of MCI Network Services' minimum purchase
       obligations under the Agreement.

    C. Pricing: PRI Amendment No. 2 results in a reduction in
       the price for services provided by Time Warner Telecom
       under the Agreement.

    D. Termination Rights: Without limiting or modifying either
       Party's termination rights specified elsewhere in the
       Agreement, individual IMPS PRI circuits may be terminated
       for convenience by MCI Network Services in accordance
       with the disconnect procedures outlined in the Agreement,
       as modified by the PRI Amendment No. 2, and by Time
       Warner Telecom at any time after 180 days prior written
       notice to MCI Network Services.

    E. Early Termination Charges: The early termination charges
       under the current Agreement are modified to be consistent
       with the amount of services, pricing, and term being
       implemented by the PRI Amendment No. 2 , and as modified,
       these provisions are no more burdensome to MCI Network
       Services than the provisions on the same subjects under
       the current Agreement.

    F. Setoff: Time Warner Telecom has advised that, prior to
       the Petition Date, it effectuated a prepetition setoff
       for $1,532,859.35.  The parties have preserved all of
       their rights, claims, and defenses with respect to this
       alleged setoff and nothing in the Agreement, the PRI
       Amendment No. 2, this Motion or any order granting the
       relief requested in this Motion will prejudice either
       party's position with respect thereto.

    G. Cure: The Parties have agreed that MCI Network Services'
       cure obligation will be satisfied by the allowance of a
       $2,050,424.39 general unsecured claim against MCI Network
       Services to be held by Time Warner Telecom.  To the
       extent that either WorldCom elects not to challenge Time
       Warner Telecom's alleged prepetition setoff or the
       alleged prepetition setoff survives any challenge, Time
       Warner Telecom's Allowed Claim will be reduced by the
       amount of the recognized setoff, up to $1,532,859.35 of
       Time Warner Telecom's alleged setoff.  The Allowed Claim
       will constitute Time Warner Telecom's sole remedy in this
       regard.

    H. Mutual Release: As of the Effective Date, the parties are
       mutually releasing claims arising under the Agreement;
       provided, however, that the parties are preserving their
       rights with respect to Time Warner Telecom's alleged
       prepetition setoff of and to Time Warner Telecom's rights
       to the Allowed Claim.

By this Motion the Debtors seek entry of an order:

    A. approving MCI Network Services' assumption of the
       Agreement, as modified by the PRI Amendment No. 2 and
       reflecting the agreed upon resolution or settlement of
       issues between the Parties, and fixing MCI Network
       Services' cure obligations; and

    B. authorizing MCI Network Services to enter into and
       implement the PRI Amendment No. 2.

As modified by the PRI Amendment No. 2, Mr. Perez tells the
Court that the Agreement benefits MCI Network Services in a
number of ways, including allowing it to continue to obtain
services from Time Warner Telecom thus allowing it to compete
effectively in cities serviced by the facilities under the
Agreement.  However, MCI Network Services currently needs fewer
services than what is currently being provided by Time Warner
Telecom under the Agreement, and accordingly, the changes being
implemented in PRI Amendment No. 2 represent a significant cost
savings to the Debtors.  Accordingly, the Agreement, as modified
by the PRI Amendment No. 2, is a critical asset of the estate,
which is necessary to the generation of significant revenues and
authority should be granted for the Debtors to assume the
Agreement, as modified by the PRI Amendment No. 2.

Mr. Perez believes that the proposed settlement incorporated
into the Agreement, as modified by the PRI Amendment No. 2, is
fair and reasonable under the circumstances, represents the
exchange of reasonably equivalent value between the Parties, and
in no way unjustly enriches any of the Parties.  In addition,
the settlement constitutes the contemporaneous exchange of new
value and legal, valid and effective transfers between the
Parties. Further, the Agreement, as modified by the PRI
Amendment No. 2 and incorporating the resolution of certain
issues between the Parties, represents substantial cost savings
to MCI Network Services and these estates.

Absent authorization to enter into and implement the compromise
between the parties, Mr. Perez fears that the parties would
require extensive judicial intervention to resolve their
disputes and it is uncertain which of the parties would emerge
with a favorable and successful resolution of its claims.  Due
to the complexity and likely duration of any litigation, it
would be costly, time consuming, and distracting to management
and employees alike.  Moreover, approval of the relief requested
would eliminate the attendant risk of litigation and would avoid
delay of the implementation of the changes effected in, and the
cost savings associated with the PRI Amendment No. 2. (Worldcom
Bankruptcy News, Issue No. 22; Bankruptcy Creditors' Service,
Inc., 609/392-0900)  

Worldcom Inc.'s 7.875% bonds due 2003 (WCOE03USR1) are presently
trading at 26 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=WCOE03USR1
for real-time bond pricing.


XCEL: Fitch Holds Rating Pending Settlement With NRG Creditors
--------------------------------------------------------------
Xcel Energy Inc.'s board of directors has approved a tentative
debt restructuring settlement agreement with holders of most of
NRG Energy's long term notes and the steering committee
representing NRG's bank lenders. Xcel has agreed to pay $752
million to NRG creditors in three installments in the next
thirteen months in exchange for a release by creditors of any
future claims against Xcel. The tentative settlement is a
positive step towards an eventual resolution of Xcel's exposure
to NRG creditor claims. Xcel's senior debt rating remains 'BB+'
and on Rating Watch Negative, and Fitch does not plan to take
any rating action at this time, pending a final settlement with
the requisite NRG creditors.

Based on the proposed settlement, the $752 million payout is a
manageable amount for Xcel, but it will reduce the parent
company's room to improve its tight liquidity position should
the proposed settlement be finalized. From now till the
settlement payout dates, Xcel's liquidity, currently with $214
million of available cash on hand, will be increased by upstream
dividends from its regulated subsidiaries and by expected cash
tax benefits of $351 million in 2003 and the remaining $355
million in 2004. Maintaining adequate liquidity will depend on
Xcel's ability to refinance the $100 million revolving credit
line maturing in October 2003 and secure the tax refunds on a
timely basis. Xcel may have to resort to external financing if
there are any additional working capital needs or if there is
any delay or change in the company's realization of the tax
benefits.

Xcel Energy Inc. is the holding company for six electric utility
companies that serve electric and natural gas customers in 12
states, together with two transmission companies and two natural
gas pipelines. Xcel also owns a number of non-regulated
businesses, the largest of which is NRG Energy, Inc.


* BOND PRICING: For the week of March 31 - April 4, 2003
--------------------------------------------------------
Issuer                                Coupon  Maturity  Price
------                                ------  --------  -----
Abgenix Inc.                           3.500%  03/15/07    71
Adelphia Communications                3.250%  05/01/21     8
Adelphia Communications                6.000%  02/15/06     8
Adelphia Communications               10.875%  10/01/10    41
Advanced Energy                        5.250%  11/15/06    74
Advanced Micro Devices Inc.            4.750%  02/01/22    69
AES Corporation                        4.500%  08/15/05    63
AES Corporation                        8.000%  12/31/08    74
AES Corporation                        9.375%  09/15/10    69
AES Corporation                        9.500%  06/01/09    68
Ahold Finance USA Inc.                 6.875%  05/01/29    71
Akamai Technologies                    5.500%  07/01/07    44
Alaska Communications                  9.375%  05/15/09    72
Alexion Pharmaceuticals                5.750%  03/15/07    70
Allegheny Generating Company           6.875%  09/01/23    73
Alkermes Inc.                          3.750%  02/15/07    64
Alpharma Inc.                          3.000%  06/01/06    74
Amazon.com Inc.                        4.750%  02/01/09    73
American Tower Corp.                   5.000%  02/15/10    74
American Tower Corp.                   6.250%  10/15/09    74
American & Foreign Power               5.000%  03/01/30    64
Amkor Technology Inc.                  5.000%  03/15/07    69
AMR Corp.                              9.000%  09/15/16    16
AMR Corp.                              9.750%  08/15/21    23
AMR Corp.                              9.800%  10/01/21    23
AMR Corp.                             10.000%  04/15/21    23
AMR Corp.                             10.200%  03/15/20    24
AnnTaylor Stores                       0.550%  06/18/19    62
Applied Extrusion                     10.750%  07/01/11    63
Aquila Inc.                            6.625%  07/01/11    70
Argo-Tech Corp.                        8.625%  10/01/07    70
Aspen Technology                       5.250%  06/15/05    67
Bayou Steel Corp.                      9.500%  05/15/08    19
BE Aerospace Inc.                      8.875%  05/01/11    63
Best Buy Co. Inc.                      0.684%  06?27/21    71
Beverly Enterprises                    9.625%  04/15/09    75
Borden Inc.                            7.875%  02/15/23    57
Borden Inc.                            8.375%  04/15/16    58
Borden Inc.                            9.200%  03/15/21    59
Borden Inc.                            9.250%  06/15/19    66
Boston Celtics                         6.000%  06/30/38    65
Brocade Communication Systems          2.000%  01/01/07    74
Brooks-PRI Automation Inc.             4.750%  06/01/08    74
Building Materials Corp.               8.000%  10/15/07    75
Burlington Northern                    3.200%  01/01/45    53
Burlington Northern                    3.800%  01/01/20    73
Calair LLC/Capital                     8.125%  04/01/08    42
Calpine Corp.                          7.875%  04/01/08    50
Calpine Corp.                          8.500%  02/15/11    49
Calpine Corp.                          8.625%  08/15/10    49
Calpine Corp.                          8.750%  07/15/07    50
Capstar Hotel                          8.750%  08/15/07    62
Case Corp.                             7.250%  01/15/16    75
CD Radio Inc.                         14.500%  05/15/09    60
Cell Therapeutic                       5.750%  06/15/08    56
Centennial Cellular                   10.750%  12/15/08    64
Champion Enterprises                   7.625%  05/15/09    58
Charming Shoppes                       4.750%  06/01/12    71
Charter Communications, Inc.           4.750%  06/01/06    16
Charter Communications, Inc.           5.750%  10/15/05    19
Charter Communications Holdings        8.625%  04/01/09    43
Charter Communications Holdings        9.625%  11/15/09    44
Charter Communications Holdings       10.000%  05/15/11    44
Charter Communications Holdings       10.250%  01/15/10    46
Charter Communications Holdings       10.750%  10/01/09    44
Charter Communications Holdings       11.125%  01/15/11    46
Ciena Corporation                      3.750%  02/01/08    75
Cincinnati Bell Telephone (Broadwing)  6.300%  12/01/28    71
Cincinnati Bell Inc. (Broadwing)       7.250%  06/15/23    71
CNET Inc.                              5.000%  03/01/06    63
Comcast Corp.                          2.000%  10/15/29    25
Comforce Operating                    12.000%  12/01/07    46
Commscope Inc.                         4.000%  12/15/06    74
Conexant Systems                       4.000%  02/01/07    57
Conexant Systems                       4.250%  05/01/06    60
Conseco Inc.                           8.750%  02/09/04    17
Conseco Inc.                           9.000%  04/15/08    27
Continental Airlines                   4.500%  02/01/07    38
Continental Airlines                   8.000%  12/15/05    45
Corning Inc.                           6.750%  09/15/13    74
Corning Inc.                           6.850%  03/01/29    61
Corning Glass                          8.875%  03/15/16    75
Cox Communications Inc.                0.348%  02/23/21    72
Cox Communications Inc.                2.000%  11/15/29    31
Cox Communications Inc.                3.000%  03/14/30    40
Crown Cork & Seal                      7.375%  12/15/26    70
Cubist Pharmacy                        5.500%  11/01/08    48
Cummins Engine                         5.650%  03/01/98    63
Curagen Corporation                    6.000%  02/02/07    69
CV Therapeutics                        4.750%  03/07/07    74
Dana Corp.                             7.000%  03/15/28    74
Dana Corp.                             7.000%  03/01/29    73
DDI Corp.                              6.250%  04/01/07    16
Delco Remy International              10.625%  08/01/06    55
Delta Air Lines                        7.700%  12/15/05    59
Delta Air Lines                        7.900%  12/15/09    50
Delta Air Lines                        8.300%  12/15/29    43
Delta Air Lines                        9.000%  05/15/16    55
Delta Air Lines                        9.250%  03/15/22    52
Delta Air Lines                        9.750%  05/15/21    55
Delta Air Lines                       10.125%  05/15/10    70
Delta Air Lines                       10.375%  02/01/11    50
Delta Air Lines                       10.375%  12/15/22    58
Dynegy Holdings Inc.                   6.875%  04/01/11    46
Dynegy Holdings Inc.                   8.750%  02/15/12    68
Dynex Capital                          9.500%  02/28/05     2
EOTT Energy Partner                   11.000%  10/01/09    67
Echostar Communications                4.875%  01/01/07    74
Echostar Communications                5.750%  05/15/08    73
Edison Mission                         9.875%  04/15/11    30
Edison Mission                        10.000%  08/15/08    37
El Paso Corp.                          6.750%  05/15/09    72
El Paso Corp.                          7.000%  05/15/11    72
El Paso Natural Gas                    7.500%  11/15/26    74
Emulex Corp.                           1.750%  02/01/07    72
Energy Corporation America             9.500%  05/15/07    62
Enron Corp.                            9.875%  06/15/03    16
Enzon Inc.                             4.500%  07/01/08    74
Equistar Chemicals                     7.550%  02/15/26    71
E*Trade Group                          6.000%  02/01/07    74
Finisar Corp.                          5.250%  10/15/08    49
Finova Group                           7.500%  11/15/09    36
Fleming Companies Inc.                 5.250%  03/15/09    26
Fleming Companies Inc.                 9.250%  06/15/10    65
Fleming Companies Inc.                 9.875%  05/01/12    17
Fleming Companies Inc.                10.125%  04/01/08    40
Foamex LP/Capital                     10.750%  04/01/09    65
Ford Motor Co.                         6.625%  02/15/28    70
Fort James Corp.                       7.750%  11/15/23    74
General Physics                        6.000%  06/30/04    51
Geo Specialty                         10.125%  08/01/08    60
Georgia-Pacific                        7.375%  12/01/25    71
Giant Industries                       9.000%  09/01/07    70
Goodyear Tire & Rubber                 6.375%  03/15/08    67
Goodyear Tire & Rubber                 7.000%  03/15/28    63
Goodyear Tire & Rubber                 7.875%  08/15/11    67
Great Atlantic                         9.125%  12/15/11    73
Great Atlantic & Pacific               7.750%  04/15/07    70
Gulf Mobile Ohio                       5.000%  12/01/56    66
Hasbro Inc.                            6.600%  07/15/28    74
Health Management Associates Inc.      0.250%  08/16/20    67
Healthsouth Corp.                      3.250%  04/01/03    38
Healthsouth Corp.                      6.875%  06/15/05    55
Healthsouth Corp.                      8.375%  10/01/11    52
Healthsouth Corp.                      8.500%  02/01/08    49
Human Genome                           3.750%  03/15/07    75
Human Genome                           5.000%  02/01/07    74
I2 Technologies                        5.250%  12/15/06    66
Ikon Office                            6.750%  12/01/25    65
Ikon Office                            7.300%  11/01/27    70
Imcera Group                           7.000%  12/15/13    75
Imclone Systems                        5.500%  03/01/05    72
Incyte Genomics                        5.500%  02/01/07    69
Inhale Therapeutic Systems Inc.        3.500%  10/17/07    56
Inhale Therapeutic Systems Inc.        5.000%  02/08/07    61
Inland Steel Co.                       7.900%  01/15/07    73
Internet Capital                       5.500%  12/21/04    49
Isis Pharmaceutical                    5.500%  05/01/09    60
Juniper Networks                       4.750%  03/15/07    73
Kmart Corporation                      9.375%  02/01/06    15
Kulicke & Soffa Industries Inc.        4.750%  12/15/06    67
LTX Corporation                        4.250%  08/15/06    66
Lehman Brothers Holding                8.000%  11/13/03    59
Level 3 Communications                 6.000%  09/15/09    48
Level 3 Communications                 6.000%  03/15/10    47
Level 3 Communications                 9.125%  05/01/08    71
Level 3 Communications                11.000%  03/15/08    72
Level 3 Communications                11.250%  03/15/10    69
Liberty Media                          3.500%  01/15/31    66
Liberty Media                          3.750%  02/15/30    54
Liberty Media                          4.000%  11/15/29    58
LTX Corp.                              4.250%  08/15/06    72
Lucent Technologies                    5.500%  11/15/08    72
Lucent Technologies                    6.450%  03/15/29    61
Lucent Technologies                    6.500%  01/15/28    60
Magellan Health                        9.000%  02/15/08    29
Mail-Well I Corp.                      8.750%  12/15/08    71
Manugistics Group Inc.                 5.000%  11/01/07    53
Mapco Inc.                             7.700%  03/01/27    69
Medarex Inc.                           4.500%  07/01/06    64
Metris Companies                      10.125%  07/15/06    40
Mikohn Gaming                         11.875%  08/15/08    74
Mirant Corp.                           2.500%  06/15/21    61
Mirant Corp.                           5.750%  07/15/07    49
Mirant Americas                        7.200%  10/01/08    51
Mirant Americas                        7.625%  05/01/06    68
Mirant Americas                        8.300%  05/01/11    45
Mirant Americas                        8.500%  10/01/21    37
Missouri Pacific Railroad              4.750%  01/01/30    70
Missouri Pacific Railroad              5.000%  01/01/45    64
Motorola Inc.                          5.220%  10/01/21    63
MSX International Inc.                11.375%  01/15/08    67
NTL Communications Corp.               7.000%  12/15/08    19
National Steel                         9.875%  03/01/09    56
National Vision                       12.000%  03/30/09    50
Natural Microsystems                   5.000%  10/15/05    63
Nextel Communications                  5.250%  01/15/10    72
Nextel Partners                       11.000%  03/15/10    67
NGC Corp.                              7.625%  10/15/26    56
Noram Energy                           6.000%  03/15/12    70
Northern Pacific Railway               3.000%  01/01/47    52
Northern Telephone Capital             7.875%  06/15/26    61
Northwest Airlines                     7.625%  03/15/05    57
Northwest Airlines                     8.375%  03/15/07    50
Northwest Airlines                     8.520%  04/07/04    68
Northwest Airlines                     9.250%  12/15/11    74
NorthWestern Corporation               6.950%  11/15/28    73
Oak Industries                         4.875%  03/01/08    63
OM Group Inc.                          9.250%  12/15/11    69
ON Semiconductor                      12.000%  05/15/08    73
ONI Systems Corporation                5.000%  10/15/05    74
OSI Pharmaceuticals                    4.000%  02/01/09    72
Owens-Illinois Inc.                    7.800%  05/15/18    68
Pac-West Telecom                      13.500%  02/01/09    49
Pegasus Communications                 9.750%  12/01/06    57
PG&E Gas Transmission                  7.800%  06/01/25    61
Philipp Brothers                       9.875%  06/01/08    47
Provident Companies                    7.000%  07/15/18    71
Providian Financial                    3.250%  08/15/05    74
Province Healthcare                    4.250%  10/10/08    74
PSEG Energy Holdings                   8.500%  06/15/11    75
Quanta Services                        4.000%  07/01/07    68
Qwest Capital Funding                  7.250%  02/15/11    68
RF Micro Devices                       3.750%  08/15/05    74
RF Micro Devices                       3.750%  08/15/05    74
Radiologix Inc.                       10.500%  12/15/08    74
Redback Networks                       5.000%  04/01/07    26
Revlon Consumer Products               8.625%  02/01/08    47
River Stone Networks Inc.              3.750%  12/01/06    68
Rural Cellular                         9.750%  01/15/10    61
Ryder System Inc.                      5.000%  02/25/21    75
SBA Communications                    10.250%  02/01/09    70
SC International Services              9.250%  09/01/07    56
SCG Holding Corp.                     12.000%  08/01/09    69
Schuff Steel Co.                      10.500%  06/01/08    74
SCI Systems Inc.                       3.000%  03/15/07    74
Sepracor Inc.                          5.000%  02/15/07    73
Sepracor Inc.                          5.750%  11/15/06    75
Silicon Graphics                       5.250%  09/01/04    75
Solutia Inc.                           7.375%  10/15/27    61
Sotheby's Holdings                     6.875%  02/01/09    74
TCI Communications Inc.                7.125%  02/15/28    74
Talton Holdings                       11.000%  06/30/07    40
TECO Energy Inc.                       7.000%  05/01/12    73
Tenneco Inc.                          10.200%  03/15/08    73
Tenneco Inc.                          11.625%  10/15/09    75
Teradyne Inc.                          3.750%  10/15/06    72
Terayon Communications                 5.000%  08/01/07    67
Tesoro Petroleum Corp.                 9.000%  07/01/08    66
Time Warner Telecom                    9.750%  07/15/08    70
Time Warner                           10.125%  02/01/11    69
Transwitch Corp.                       4.500%  09/12/05    59
Tribune Company                        2.000%  05/15/29    74
Trump Atlantic                        11.250%  05/01/06    74
US Airways Passenger                   6.820%  01/30/14    74
US Can Corp.                          12.375%  10/01/10    63
United Airlines                       10.670%  05/01/04     4
United Airlines                       11.210%  05/01/14     5
Universal Health Services              0.426%  06/23/20    59
US Timberlands                         9.625%  11/15/07    69
Utilicorp United                       7.625%  11/15/09    71
Vector Group Ltd.                      6.250%  07/15/08    69
Veeco Instrument                       4.125%  12/21/08    72
Vertex Pharmaceuticals                 5.000%  09/19/07    75
Viropharma Inc.                        6.000%  03/01/07    46
Weirton Steel                         10.750%  06/01/05    45
Weirton Steel                         11.375%  07/01/04    58
Western Resources Inc.                 6.800%  07/15/18    75
Westpoint Stevens                      7.875%  06/15/08    31
Williams Companies                     7.625%  07/15/19    74
Williams Companies                     7.750%  06/15/31    68
Williams Companies                     7.875%  09/01/21    74
Witco Corp.                            6.875%  02/01/26    72
Worldcom Inc.                          7.375%  01/15/49    24
Xerox Corp.                            0.570%  04/21/18    64

                          *********

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

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

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

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

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

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

                          *********

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

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

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

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

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

                *** End of Transmission ***