TCR_Public/030401.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Tuesday, April 1, 2003, Vol. 7, No. 64

                           Headlines

3D VISIT: Files BIA Proposal in Ottawa, Canada
ABLEAUCTIONS.COM: Reports Improved Fiscal 2002 Financial Results
ADELPHIA: Equity Committee Gets Nod to Retain Hewitt Associates
ADELPHIA COMM: Relocates Corporate Headquarters to Denver, Colo.
AES CORPORATION: Extends Consent Solicitation for Senior Notes

ALLCITY INSURANCE: FY 2002 Net Loss Narrows to $3,748,000
AMERICAN INT'L: Delays Filing Annual Report Due to Cash Shortage
AMERIPOL SYNPOL: Panel Gets OK to Hire Saul Ewing as Co-Counsel
ANC RENTAL: Wants Court to Approve Unijet Settlement Agreement
A NOVO BROADBAND: Proposes to Sell Substantially All Assets

ANTEX BIOLOGICS: Voluntary Chapter 11 Case Summary
ATLAS AIR: S&P Ratchets Credit Ratings over Suspended Payments
BANKUNITED CAPITAL: Fitch Withdraws BB Preferred Shares Rating
BELL CANADA INT'L: Reduces 1.5% Equity Interest in Axtel S.A.
BLACK HILLS CORP: Director Adil M. Ameer Resigns From Board

BOOTS & COOTS: Rejects Checkpoint's Ch. 11 Proposal & Pays Debt
BOOTS & COOTS: Prudential Insurance Converts Preferred Shares
BURLINGTON: Seeks Court Approval of Additional Retention Payment
CHIQUITA BRANDS: Peter Jung To Lead Newly-Acquired Atlanta AG
CMS ENERGY: Salomon-Led Group Extends $150M to Consumers Energy

COMBUSTION ENG'G: Asks Court to Reconstitute Creditors' Panel
CONGOLEUM CORP: Bondholders Approve Indenture Amendments
CORNING: Taking $200M After-tax Charge for Asbestos Settlement
DETROIT MEDICAL: Fitch Removes Watch on $569MM Bonds' BB Rating
DICE INC: MeasureUp Creates Skills Assessments for Microsoft

DIRECTV LATIN AMERICA: Wants to Continue Cash Management System
DOLE FOOD: Now a Private Company Owned by David H. Murdock
ENCOMPASS: Obtains Court Nod to Enter into Collections Program
ENRON CORP: Court Fixes Compensation Protocol For Professionals
EXIDE TECH: U.S. Trustee Amends Unsecured Creditors' Committee

FAIRFAX FIN'L: Fitch Drops Senior Debt & Long Term Ratings to B+
FEDERAL-MOGUL: Invests $9MM in Orangeburg, SC Brake Pad Facility
FELCOR LODGING: Declares Q1 Pref. Dividends Payable on April 30
FLEMING COMPANIES: Needs More Financing to Fulfill Obligations
FOCAL COMMS: Files Amended Joint Plan of Reorganization in Del.

GEORGIA-PACIFIC: Board Names Lee Thomas Chief Operating Officer
GENUITY INC: Wants Plan Filing Exclusivity Extended until July 2
GLOBAL CROSSING: Releases Operating Results for January 2003
GLOBIX CORP: Issues Q1 Results & Buys Back 13% of Senior Notes
GRUMMAN OLSON: Gets OK to Hire Murphy Group for Financial Advice

HAWAIIAN AIRLINES: Retains Ordinary Course Professionals
HAYES LEMMERZ: Moves to Extend Solicitation Deadline To April 4
INTERLASE: Accuses Spectranetics of Breaching Patent Agreement
INTERMEDIA MARKETING: Voluntarily Delists Securities From OTCBB
INTERNATIONAL PAPER: Plans to Sell 1.5 Mil. Acres of Forestland

IT GROUP: Enters into Settlement Deal with U.S. Navy
JASON INC: S&P Withdraws B+ Rating at Company's Request
LTV CORP: Minnesota DOR Moves for Lift Stay to Setoff Refunds
KENNY INDUSTRIAL: UST Appoints Official Creditors' Committee
MAGELLAN HEALTH: Engages Innisfree as Balloting Agent

MALAN REALTY: Q4 Net Assets in Liquidation Decrease by $5.2 Mil.
MPOWER HOLDING: Reports 2002 Results from Continuing Operations
NATIONAL CENTURY: Court Authorizes Ballard Spahr's Retention
NATIONAL STEEL: Wants Until September 5 to Remove Actions
NATIONSRENT INC: 12 Texas Taxing Units Object to Amended Plan

NORTEL NETWORKS: Preferred Dividends Payable on May 12, 2003
NTELOS: Gets Court Okay to Employ Hunton & Williams as Counsel
OAKWOOD HOMES: Taps Mitchell McNutt as Special Counsel
OWENS CORNING: IIG Minwool Buying Phenix City Plant for $6.7MM
OWENS-ILLINOIS: Lowers '03 Outlook Over Higher Natural Gas Costs

PCD INC: U.S. Trustee Schedules Creditors' Meeting on April 24
PHARMACEUTICAL FORMULATIONS: CIT Extends & Expands Credit Line
PHOENIX GROUP: Files Reorganization Plan in N.D. Texas
PILLOWTEX: Receives Waiver of Compliance from Term Loan Lenders
PILLOWTEX: Promotes CFO Michael R. Harmon To President

PRESIDENT CASINOS: Agrees with Creditors on Reorg. Proceedings
PRIME RETAIL: Raising Capital to Pay Debts & Sustain Operations
PROTECTION ONE: FY 2002 Net Loss Balloons to $880.9 Million
PUBLICARD INC: December 2002 Balance Sheet Upside Down by $1 Mil
QWEST COMMS: Files Long-Distance Application With FCC for Minn.

RELIANT RESOURCES: Fitch Hatchets Sr. Unsec. Debt Rating to CCC+
REAL ESTATE: Fitch Takes Rating Actions on Series 2003-A Notes
RESIDENTIAL ACCREDIT: Fitch Assigns Low-B Ratings to 2 Classes
RESIDENTIAL ASSET: Classes B-1 & B-2 Rated at BB/B by Fitch
SAFETY-KLEEN: Maintenance Agreement with Ryder Truck Approved

SKYWAY AIRLINES: Pilots Dismayed by Failure to Reach New Deal
SONICBLUE INC: Nasdaq To Delist Securities Tomorrow
SPIEGEL GROUP: U.S. Trustee Appoints Unsecured Creditors Panel
SR TELECOM: Inks Agreement to Acquire Netro Corporation
SUPERIOR TELECOM: Gets Interim Nod for $95 Million DIP Financing

STRUCTURED FINANCE: Fitch Junks Three Classes of Notes
SUN HEALTHCARE: Arthur Andersen Demands Payment of $1.9M Balance
TOWN SPORTS: S&P Rates $50M Bank Loan & Sr Unsec. Notes at B+/B-
TRUE TEMPER: Senior Secured Bank Notes Assigned with BB- Rating
UAL CORP: PBGC Supports 'Follow-On' Pension Plan for Pilots

VERITAS DGC: Names M-I Pres./CEO Loren Carroll as New Director
VIASYSTEMS: Fitch Ups Senior Sec. Bank Facility Rating to CCC+
WARNACO GROUP: Five Creditors Sell Claims Worth $3 Million
WINSTAR COMMS: Court Approves BW Financial Stipulation
WORLDCOM INC: Bellsouth Seeks to Modify Stay to Assert Setoff

* Large Companies with Insolvent Balance Sheets

                           *********

3D VISIT: Files BIA Proposal in Ottawa, Canada
----------------------------------------------
3D Visit Inc. (CDNX:VIS) announced that the Company filed a
proposal to its creditors under Section 62 of the Bankruptcy and
Insolvency Act of Canada on March 12th, 2003. A meeting with the
Company's creditors is scheduled to take place on
March 31st, 2003, in Ottawa.


ABLEAUCTIONS.COM: Reports Improved Fiscal 2002 Financial Results
----------------------------------------------------------------
Ableauctions.com Inc. (AMEX:AAC) announced that it has filed its
annual report and audited financial statements for the year
ended December 31, 2002.

The Company's performance increased significantly during the
course of the year and particularly in the fourth quarter,
revealing a comforting trend. The Company reported net auction
revenue of $417,841 for the fourth quarter with a gain of
$10,604 before depreciation and amortization of capital assets.
Factoring the gain on the disposition of subsidiaries and
discontinued operations, the fourth quarter resulted in a gain
of $253,935, resulting in the Company's best performing quarter.

For the year ending December 31, 2002, the Company reported net
auction revenue from continuing operations of $2,274,136 for the
year compared to $2,258,749 for the corresponding period in the
prior year.

Sales of goods accounted for $1,084,756 or 49.4% of revenue as
compared to $720,637 or 31.9% of revenue for the 2001 fiscal
year. This increase in the sales of goods resulted from purchase
controls on sellable merchandise. The Company anticipates
revenues from the sales of goods will increase as a percentage
of overall revenues, as it plans on increase revenue from its
liquidation store and conducting a greater number of auctions
using inventory it purchases, which generally result in higher
gross profit margins.

Operating expenses totalled $3,003,917 for the year compared to
$2,246,134 for the year ended December 31, 2001. The operating
expenses were higher than the previous year as a result of
significant increases in accounting and legal fees, consulting
fees, interest related to the Deferred Consideration Note and
the iCollector PLC acquisition, and the related website re-
development. The extent of these costs are not likely to
reappear and were largely incurred due to discontinued
operations.

Cost of goods sold were $563,127 for the year compared to
$564,395 for the year ended December 31, 2001. Gross profit was
$1,711,009 or 75.2% of total revenue for the year compared to
$1,694,354 or 75.0% of total revenue for the year ended December
31, 2001.

Net losses for the year were $1,316,637 or $0.05 per share
compared to $11,434,029 or $0.52 per share for the year ended
December 31, 2001.

Despite the loss in the year, the Company made significant
strides in attaining and maintaining profitability, and
eliminating long term debt. In 2001, the company had a working
capital deficiency $3,349,317, long term debt of $1,030,718 and
total liabilities of $5,650,330. As a result of the company's
continuing restructuring plan and the conversion of debt to
equity, the working capital deficiency has decreased to $62,114,
long term debt has been eliminated and total liabilities are now
at $884,221.

"Our results reflect management's ongoing efforts to reduce
costs and achieve profitability. We have implemented strong
controls throughout the organization. The conversion of some of
the Company's debt into common stock, the sale of the Company's
building in Arizona, and the licensing agreement with Able
Solutions have substantially reduced the Company's overall
liabilities this fiscal year. We feel that we now have the right
platform in place in order to build the Company for the future.

With the continued fallout from a very challenging business
environment in both North America and Europe, there is a
tremendous opportunity for the Company to capitalize on
distressed situations in the marketplace. We believe that we
have the knowledge, expertise and flexibility to be able to act
swiftly, giving us an advantage over our competition and also
allowing us to attract individual investors to participate in
large-scale projects."

The Company also announced that while it is taking strong and
aggressive steps in remedying or disposing of non-performing
subsidiaries, it is also expanding its performing units and very
actively pursuing an acquisition in the related field. It has
also taken measures to expand its technology arm and further
enhance iCollector and the related on-line auction services it
provides, along with the Company's liquidation store. Both have
expanded their workforce and have seen additional capital
diverted to them.

The Company's common stock has recently traded at all time lows.
Management believes that if it can successfully implement its
business plan, build strong cash reserves and eliminate all
debt, the depressed value of its shares represents a worthy
investment for its excess cash. The Board of Directors has
authorized the Company to initiate a variety of programs to
rebuild its market, including the repurchasing of stock in the
open market from time to time, as it sees fit.

               About Ableauctions.com

Ableauctions.com is a high-tech business-to-business and
consumer auctioneer that conducts auctions live and
simultaneously broadcasts them over the Internet. The Company
liquidates a broad range of products including computers,
electronics, office equipment, furniture and industrial
equipment that are acquired through bankruptcies, insolvencies
and defaults.


ADELPHIA: Equity Committee Gets Nod to Retain Hewitt Associates
---------------------------------------------------------------
The Equity Committee appointed in the chapter 11 cases involving
the Adelphia Communications Debtors sought and obtained Court
approval to retain and employ Hewitt Associates LLC to prepare
and provide expert testimony on behalf of the Equity Committee
and its counsel, Sidley Austin Brown & Wood LLP, in connection
with the hearing on the ACOM Debtors' Employment Motion.

Hewitt will seek compensation for its services at its standard
hourly rates plus reimbursement of out-of-pocket expenses
incurred in performing services for the Debtors.  The Debtors
current hourly rates range from:

         Senior Consultants                  $525
         Junior Consultants                  $200

The professionals who primarily will render services in these
cases and their corresponding hourly rates are:

         Michael Sorensen, Senior Consultant       $525
         Michael Groenendaal, Senior Consultant    $475

To the extent that Hewitt provides advisory services to Sidley
Austin Brown & Wood LLP in connection with litigation matters,
Hewitt's work will be performed at the sole direction of Sidley
and will be solely and exclusively for the purpose of assisting
Sidley in its representation of the Equity Committee.  As a
result, Hewitt's work may be of fundamental importance in the
formation of mental impressions and legal theories by Sidley,
which may be used in counseling the Equity Committee and in the
representation of the Equity Committee.  Accordingly, in order
for Sidley to carry out its responsibilities, it may be
necessary for Sidley to disclose its legal analysis as well as
other privileged information and attorney work product.  Thus,
it is critical that the Court order that the status of any
writings, analysis, communications, and mental impressions
formed, made, produced, or created by Hewitt in connection with
its assistance of Sidley in the Litigation be deemed to be
protected from discovery, if at all, to the same extent that the
law would provide if Hewitt had been employed directly by
Sidley.  In this regard, the Equity Committee sought and
obtained an order that provides that the confidential and
privileged status of the Hewitt Litigation Work Product will not
be affected by the fact Hewitt has been retained by the Equity
Committee rather than by Sidley. (Adelphia Bankruptcy News,
Issue No. 31; Bankruptcy Creditors' Service, Inc., 609/392-0900)


ADELPHIA COMM: Relocates Corporate Headquarters to Denver, Colo.
----------------------------------------------------------------
Adelphia Communications Corporation (OTC: ADELQ) announced that
the Bankruptcy Court for the Southern District of New York has
approved the Company's proposed lease for its new corporate
headquarters in Denver, Colorado.

Adelphia, which will maintain a significant portion of its
operations in Coudersport, PA, expects to occupy the new Denver
headquarters beginning in late April. The Company issued the
following statement:

"Adelphia's new Denver headquarters will be home to an estimated
120 employees, including current Adelphia executives who are
expected to relocate there as well as new hires. A Denver
location will enable Adelphia to assemble and attract a high-
caliber management team with the strong cable experience needed
to lead an effective restructuring effort.

"Because the Company expects to maintain a significant portion
of its operations in Coudersport, the vast majority of
Adelphia's approximately 1,400 employees based here will not be
affected by the headquarters move. Our dedicated Coudersport
workforce will continue to contribute to our restructuring
effort while supporting Adelphia's efforts to provide the
quality services our customers expect.

"Adelphia continues to work cooperatively with the Commonwealth
of Pennsylvania and local officials to extend the Keystone
Opportunity Zone program (KOIZ) to certain sub-zones in
Coudersport. As part of these ongoing efforts, Adelphia would
like to gratefully acknowledge the resolution recently adopted
by the Coudersport Borough Council in support of the proposed
KOIZ sites in Coudersport.

"This move is an essential step in the Company's rebuilding
effort and therefore will benefit all of Adelphia's
stakeholders."

                    About Adelphia

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


AES CORPORATION: Extends Consent Solicitation for Senior Notes
--------------------------------------------------------------
The AES Corporation (NYSE:AES) has extended the Expiration Time
for the consent solicitation it launched on March 14, 2003 (the
"First Consent Solicitation") relating to its 8.75% Senior
Notes, Series G, Due 2008, 9.50% Senior Notes, Series B, Due
2009, 9.375% Senior Notes, Series C, Due 2010, 8.875% Senior
Notes, Series E, Due 2011, 7.375% Remarketable or Redeemable
Securities Due 2013 (puttable in 2003), 8.375% Senior
Subordinated Notes Due 2007, 10.25% Senior Subordinated Notes
Due 2006, 8.50% Senior Subordinated Notes Due 2007 and 8.875%
Senior Subordinated Notes Due 2027 from 5:00 pm, New York City
time, on March 27, 2003 to 5:00 pm, New York City time, on April
1, 2003.

All of the terms of the First Consent Solicitation (other than
the Expiration Time which has been extended as described above)
remain the same.

AES has extended the Expiration Time of the First Consent
Solicitation so that it will expire concurrently with the
similar consent solicitation that AES launched on March 26, 2003
(the "Additional Consent Solicitation") relating to its 8.00%
Senior Notes, Series A due 2008, 8.375% Senior Notes, Series F
due 2011 and 4.50% Convertible Junior Subordinated Debentures
due 2005.

AES did not launch the Additional Consent Solicitation on March
14, 2003 because of its need to comply with certain notification
and filing requirements under the Securities Exchange Act of
1934, as amended, and the listing requirements of the New York
Stock Exchange and the Luxembourg Stock Exchange.

The AES Corporation has been informed by the tabulation and
information agent that, as of 5:00 p.m., New York City time, on
March 27, 2003, the Requisite Consents (as defined in the
consent solicitation statement) for the First Consent
Solicitation had been obtained.

Although the Requisite Consents for the First Consent
Solicitation have been obtained, consummation of the First
Consent Solicitation remains subject to a number of significant
conditions, which have not yet been satisfied, including AES'
completion of the Additional Consent Solicitation.

In the consent solicitations AES is seeking consents to amend
certain of the events of default contained in its outstanding
debt securities to generally conform such provisions to those
contained in its recently issued senior secured notes due 2005.

In the First Consent Solicitation AES is offering a consent fee
of $1.25 per $1,000 principal amount to holders of record at the
close of business on March 13, 2003 that validly provide their
consents to the proposed amendments by 5:00 p.m., New York City
time, on April 1, 2003, unless further extended.

Holders of all of the debt securities mentioned above are urged
to read the applicable consent solicitation statement because it
contains important information. Holders can obtain a copy of the
applicable consent solicitation statement free of charge from
AES.

In addition, the consent solicitation statement applicable to
the 4.50% Convertible Junior Subordinated Debentures is publicly
available for free from the Securities and Exchange Commission's
website at http://www.sec.gov.

Questions concerning the terms of the consent solicitations or
requests for copies of the consent solicitation statements, the
consent form or other related documents should be directed to
the solicitation agent: Salomon Smith Barney, 390 Greenwich
Street, New York, New York 10013, Attn: Liability Management
Group.

The solicitation agent can also be reached at (212) 723-6106 or
(800) 558-3745 (toll free).

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

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

For more general information visit our web site at
http://www.aes.comor contact investor relations at
investing@aes.com.


ALLCITY INSURANCE: FY 2002 Net Loss Narrows to $3,748,000
---------------------------------------------------------
Allcity Insurance Company (OTCBB:ALCI) announced its operating
results for the year ended December 31, 2002 and reported a net
loss of $3,748,000 or $0.53 per share for the year ended
December 31, 2002 compared to a net loss of $18,048,000 or $2.55
per share for the comparable 2001 period.

Results for 2002 and 2001 included $1,408,000 and $1,870,000 of
net securities gains, respectively.

On a SAP (statutory accounting principle) and GAAP (generally
accepted accounting principle) basis, the Company's combined
ratios for the year ended December 31, 2002 were 353.4% and
296.8%, respectively, compared to 304.4% and 261.7%,
respectively, for the year ended December 31, 2001. The
Company's combined ratios increased in 2002 primarily due to
higher expense ratios due to lower premium volume.

Net earned premiums were $4,158,000 and $18,258,000 for the
years ended December 31, 2002 and 2001, respectively. The
Company's earned premiums declined in all lines of business
during 2002 as a result of actions announced during late 2000
and the first quarter of 2001.

During 2001, the Group (which includes the Company and its
parent, Empire Insurance Company) explored its options for
developing a new business model and strategy. After evaluating
these options, the Group announced in December 2001 that it had
determined that it was in the best interest of its shareholders
and policyholders to commence an orderly liquidation of all of
its operations.

The Group only accepts business that it is obligated to accept
by contract or New York insurance law; it does not engage in any
other business activities except for its claims runoff
operations. By the end of 2005, the Company expects that its
voluntary liquidation will be substantially complete, premium
revenue will be immaterial, infrastructure and overhead costs
will be substantially reduced, and all that it expects to remain
will be the administration and settlement of claims with long
tail settlement characteristics, principally workers'
compensation and certain liability claims. Given the Group's and
the Company's current financial condition, the expected costs to
be incurred during the claims runoff period, and the inherent
uncertainty over ultimate claim settlement values, no assurance
can be given that the Company's shareholders will be able to
receive any value at the conclusion of the voluntary liquidation
of its operations.


AMERICAN INT'L: Delays Filing Annual Report Due to Cash Shortage
----------------------------------------------------------------
American International Petroleum Corporation (OTC BB: AIPN)
announced that due to the Company's severe cash shortages its
independent auditor, Hein + Associates LLP, was unable to
initiate the Company's year-end financial audit. As a result,
the Company will not file its Annual Report on Form 10-K
for the fiscal year ended December 31, 2002, or its Quarterly
Report on Form 10-Q for the quarterly period ending March 31,
2003, on a timely basis. The effect of this could result in
limitations being imposed upon trading in the Company's common
stock under certain circumstances until such time as the
required reports are filed by the Company.

The Company said it is working diligently on various
transactions, which if consummated, would allow it to initiate
the audit and file the applicable reports to the Securities and
Exchange Commission. The Company also said the proposed
transactions would enable the repayment of a significant portion
of its short-term debt and enhances the Company's ability to
repay and/or restructure its convertible debt. These
transactions would also provide ongoing cash flow for
uninterrupted operations and permit new projects to enhance
shareholder value. The Company cannot predict with any degree of
certainty that it will be successful in consummating the
proposed transactions.

American International Petroleum Corporation is a diversified
petroleum company which, through various wholly owned
subsidiaries, is involved in oil and gas exploration and
development in the Republic of Kazakhstan, and in refining,
marketing and transportation of refined products in the United
States.


AMERIPOL SYNPOL: Panel Gets OK to Hire Saul Ewing as Co-Counsel
---------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in the
chapter 11 case of Ameripol Synpol Corporation sought and
obtained permission from the U.S. Bankruptcy Court for the
District of Delaware to employ and retain Saul Ewing LLP as Co-
Counsel, nunc pro tunc to January 3, 2003.

The attorneys and paralegals presently designated to represent
the Committee and their current standard hourly rates are:

      Mark Minuti          Partner               $365 per hour
      Donald J. Detweiler Special Counsel        $275 per hour
      Tara Lattomus       Associate              $260 per hour
      Jeremy W. Ryan      Associate              $260 per hour
      Rebecca Street      Associate              $150 per hour
      Jason Kittinger     Paralegal              $115 per hour
      Veronica Parker     Case Management Clerk  $ 65 per hour

The Committee expects Saul Ewing to:

      a) provide legal advice with respect to the Committee's
         rights, powers and duties in this case;

      b) prepare on behalf of the Committee all necessary
         applications, answers, responses, objections, form of
         order, reports and other legal papers;

      c) represent the Committee in any all matters involving
         contests with the Debtor, alleged secured creditors and
         other third parties;

      d) assist the Committee in its investigation and analysis
         of the Debtor and the operations of the Debtor's
         business; and

      e) perform all other legal services for the Committee which
         may be necessary and proper in these proceedings.

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


ANC RENTAL: Wants Court to Approve Unijet Settlement Agreement
--------------------------------------------------------------
ANC Rental Corporation and its debtor-affiliates ask the Court
to approve a compromise and settlement with Unijet Group Limited
pursuant to Rule 9019 of the Federal Rules of Bankruptcy
Procedure granting limited relief from the automatic stay to the
extent necessary to permit Unijet to set off mutual prepetition
claims in connection with the Settlement, and authorizing the
withdrawal of any related proofs of claim.

Bonnie Glantz Fatell, Esq., at Blank Rome LLP, in Wilmington,
Delaware, informs the Court that on March 3, 1999, Alamo Rent A
Car, Inc., the predecessor to Debtor Alamo Rent A Car LLC,
entered into a Tour/Wholesale Agreement with Unijet's
predecessor, Unijet Group PLC, in which Unijet agreed to produce
a predefined level of completed Alamo car rentals in the United
States per contract period.  Other parties to the contract were
Alamo (AG), Alamo (UK) Ltd, Alamo (BV), Alamo Autovermietung
(GmbH), and Alamo (Belgium).

Alamo and Unijet subsequently amended the Agreement through
addenda that were entered into on December 3, 1999 and
January 18, 2001.  The addenda altered terms on the contract
periods, completed car rental targets per contract period, and
the consequences for Unijet meeting the completed car rental
targets.

Ms. Fatell adds that the Second Addendum also contains a
"Clawback Clause," which relates to a separate "International
Tour/Wholesale Agreement" that Alamo entered into with Unijet
subsequent to the Agreement.  Other parties to the European
Agreement are Republic Industries Automotive Rental Group
(Licensing) Limited, National Car Rental Limited, Republic
Industries Automotive Rental Group (Holland) BV, Republic
Industries Autovermietung GmbH, Republic Industries Automotive
Rental Group (Belgium) Inc., and Republic Industries Automotive
Rental Group (Switzerland) AG.  The purpose of the European
Agreement was for Unijet to help Alamo develop its European
business.

Alamo and Unijet have had disagreements over amounts owing for
contract "Period 3" under the Second Addendum, which covers the
time period November 2000 through October 2001, as well as
whether the Clawback Clause in the Second Addendum has been
triggered.  The nature of this disagreement centers on an
invoice that Alamo tendered to Unijet for Period 3 under the
Second Addendum amounting to $2,274,889.95.  Alamo and Unijet
dispute the amount due related to that invoice.  Their
disagreements include differences as to whether Unijet is
entitled to offsets for, or must pursue as prepetition debts
from the bankruptcy estate:

     1. a $250,000 bonus payment from Alamo;

     2. a 100,000 Euro payment from Alamo for UK staff cars; and

     3. a pro-rated rebate from Alamo for Period 3 completed
        rentals, which amount varies between $1,300,000 or
        $1,600,000 depending on various interpretations of the
        addenda.

Ms. Fatell reports that their disagreements also include
differences as to whether Unijet owes Alamo a further 3% penalty
under the Clawback Clause, which amounts to $228,000, and
interest payments for Unijet's late payment of the Period 3
invoice.  Due to the disagreements between Alamo and Unijet and
the bar date of January 14, 2003, Unijet filed proofs of claim
against Alamo.  After protracted negotiation, Alamo and Unijet
agreed to a settlement of their dispute.

Under the Settlement Agreement, Ms. Fatell explains that Alamo
and Unijet agree to settle this dispute for $750,000, which
relates solely to prepetition debts, plus $676,000 in full
payment of the current postpetition outstanding balance on their
European business for amounts owing through November 30, 2002.
Unijet also agrees to withdraw any related proofs of claim filed
against Alamo.  The Debtors believe that the Settlement
represents a fair and reasonable resolution of this matter, and
that approval of the Settlement is in the best interests of
their estates and creditors.

Ms. Fatell admits that there are no guarantees that the Debtors
will achieve complete success, or even a better result, if the
dispute with Unijet is litigated.  Furthermore, this litigation
would undoubtedly be costly to the Debtors and their estates.
There are a whole host of complex legal and factual issues that
may need to be litigated if the Settlement is not approved, and
even if Alamo prevailed, it would likely face protracted
collection proceedings that would have to be conducted in the
United Kingdom.  Given the relative amounts at issue, the
Debtors prefer to avoid costly, protracted litigation.  The
proposed Settlement adequately recognizes and accounts for the
costs of and risks attendant to proceeding with formal
litigation of this matter.

Ms. Fatell asserts that cause clearly exists to modify the
automatic stay as the Debtors have given consent to the lifting
of the automatic stay for the limited purpose of effectuating
the Settlement.  This will enable the Debtors to receive a
$750,000 payment, representing the prepetition amount owing to
Alamo after the prepetition amounts allegedly owing from Alamo
are offset against prepetition amounts Unijet owes to Alamo.
The prepetition amounts owing from Alamo and the prepetition
amounts Unijet owes to Alamo are mutual obligations of the
parties that are subject to set-off under Section 553 of the
Bankruptcy Code. That fact alone maybe sufficient to establish
"cause" warranting relief from the automatic stay pursuant to
Section 362(d)(1) of the Bankruptcy Code.  The Settlement will
result in Alamo receiving full payment from Unijet on the
outstanding postpetition balance for European business through
November 30, 2002 amounting to $676,000, for a total Settlement
payment of $1,426,000, and the Settlement terms are sufficiently
mutually acceptable to allow Alamo and Unijet to foster and
pursue a continued business relationship. (ANC Rental Bankruptcy
News, Issue No. 29; Bankruptcy Creditors' Service, Inc.,
609/392-0900)


A NOVO BROADBAND: Proposes to Sell Substantially All Assets
-----------------------------------------------------------
A Novo Broadband, Inc. (Pink: ANVB) reported that it has entered
into a non-binding letter of intent to sell substantially all of
its assets in a transaction pursuant to ss.363 of the Bankruptcy
Code. The proposed sale is subject to certain conditions,
including the completion of the buyer's due diligence, the
negotiation and execution of a mutually satisfactory asset
purchase agreement and the approval of the transaction by the
court in A Novo Broadband's pending Chapter 11 case.

William Kelly, A Novo Broadband's President, said the company
did not expect to be able to complete reorganization in the
Chapter 11 case or to make any distribution to shareholders
following the proposed sale or any other asset dispositions. He
said the company plans to continue operations and actively seek
business pending the sale and that it was the buyer's intention
to operate the company's existing facilities and maintain
customer and supplier relationships following the sale.

A Novo Broadband provides equipment repair and related services
to manufacturers of digital modems and set-top boxes and to
cable system operators who utilize the equipment.


ANTEX BIOLOGICS: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Lead Debtor: Antex Biologics Inc.
              300 Professional Drive
              Gaithersburg, Maryland 20879

Bankruptcy Case No.: 03-13651

Debtor affiliates filing separate chapter 11 petitions:

       Entity                                     Case No.
       ------                                     --------
       Antex Pharma Inc.                          03-13650

Type of Business: The Debtor is a biopharmaceutical company
                   that develops and markets novel products to
                   prevent and treat infections and related
                   diseases.

Chapter 11 Petition Date: March 27, 2003

Court: District of Maryland (Greenbelt)

Judge: Duncan W. Keir

Debtors' Counsel: Stephen E. Leach, Esq.
                   Leach Travell
                   8270 Greensboro Drive
                   Suite 850
                   McLean, VA 22102
                   Tel: 703-584-3282

Total Assets: $2,149,302 (as of Sept. 30, 2002)

Total Debts: $1,836,042 (as of Sept. 30, 2002)


ATLAS AIR: S&P Ratchets Credit Ratings over Suspended Payments
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Atlas
Air Worldwide Holdings Inc. and subsidiary Atlas Air Inc.,
following the announcement that the company is expanding
restructuring discussions to include all lessors, bank lenders,
and debt holders and that it is suspending all payments related
to its bank debt, senior notes, and leased aircraft.

Standard & Poor's lowered the corporate credit rating to 'D'
from 'CCC-' and senior unsecured debt to 'D' from 'CC' and
removed the ratings from CreditWatch, where they were placed
Oct. 17, 2002. Pass-through certificates Series 1998-1, Class A
were lowered to 'BB-' from 'BB', Class B to 'CCC' from 'B-', and
Class C to 'CCC-' from 'CCC+'. In addition, ratings on Series
1999-1, Class A-1 were lowered to 'BB-' from 'BB', Class
A-2 to 'BB-' from 'BB', Class B to 'B-' from 'B+', and Class C
to 'CCC-' from 'CCC+'. Finally, ratings on Series 2000-1, Class
A were lowered to 'BB' from 'BB+', Class B to 'B' from 'B+', and
Class C to 'CCC' from 'B-'. The pass-through certificate ratings
remain on CreditWatch with negative implications. The downgrades
of the enhanced equipment trust certificates reflect the
downgrade of Atlas Air Inc. as well as deterioration in
collateral coverage.

Purchase, New York-based Atlas Worldwide Holdings, which
provides heavyweight air cargo services through its Atlas Air
Inc. subsidiary and scheduled, high-frequency airport-to-airport
cargo services through its Polar subsidiary, has about $2.5
billion of debt (including off-balance-sheet leases).

"The rating actions reflect the company's plan to restructure
outstanding debt obligations and to suspend payments during the
restructuring process," said Standard & Poor's credit analyst
Lisa Jenkins. Atlas has been experiencing significant financial
stress over the past year. Liquidity pressures were exacerbated
in October 2002 when the company announced that it was
initiating a re-audit of its financial results for 2000 and
2001, following a determination that certain adjustments must be
made to prior-year results. As a result of the re-audit, the
company delayed the filing of its third-quarter 2002 Form 10-Q,
which created an event of default under its credit agreement.
The bank lenders have waived covenant compliance through the
quarter ending March 31, 2003. The re-audit process is still
under way. In late February 2003, Atlas announced that it had
become the subject of a formal SEC investigation into its
accounting practices. It also announced that it had missed six
aircraft lease payments; that it would delay by three years the
delivery of a 747-400; that it would return a 747-200 to its
lessor after receiving a notice of lease termination; and that
it had begun talks to reduce or defer lease payments on five
747-200's and one 747-300.

Standard & Poor's will continue to monitor Atlas' restructuring
efforts and operating and financial outlook. Ratings on the
pass-through certificates, which remain on CreditWatch, will be
reevaluated once information about the company's future
financial profile and operating strategy become available. Atlas
has stated that it expects to conclude its restructuring
discussions by the end of April.


BANKUNITED CAPITAL: Fitch Withdraws BB Preferred Shares Rating
--------------------------------------------------------------
Fitch Ratings is withdrawing its rating on BankUnited Capital
II's 9.60% Cumulative Trust Preferred Securities which are being
redeemed, in full, by Bank United Financial Corporation.
Rating Withdrawn:

BankUnited Capital II --Trust Preferred Stock 'BB'.


BELL CANADA INT'L: Reduces 1.5% Equity Interest in Axtel S.A.
-------------------------------------------------------------
Bell Canada International Inc. announced that Axtel S.A de C.V.
is proceeding with a series of transactions pursuant to which
Axtel's debt will be reduced by approximately US$ 400 million.
These restructuring transactions include a capital call on
shareholders in which BCI is not participating.

In connection with the restructuring, which also includes a
settlement of all obligations under a BCI service agreement with
Axtel, BCI will receive the following at closing:

- Approximately US$ 2.7 million in cash

- Two non-interest bearing notes, one in the amount of
   approximately US$ 3.5 million payable in instalments on
   June 30, September 30 and December 31, 2003, and the other in
   the amount of approximately US$ 9.4 million payable in the
   second quarter of 2006

- A reduction in its equity ownership in Axtel to 1.5% on a
   fully diluted basis

BCI is operating under a court supervised Plan of Arrangement,
pursuant to which BCI intends to monetize its assets in an
orderly fashion and resolve outstanding claims against it in an
expeditious manner with the ultimate objective of distributing
the net proceeds to its stakeholders and dissolving the company.
BCI is listed on the Toronto Stock Exchange under the symbol BI
and on the NASDAQ National Market under the symbol BCICF.  Visit
the Company's Web site at http://www.bci.ca.


BLACK HILLS CORP: Director Adil M. Ameer Resigns From Board
-----------------------------------------------------------
Black Hills Corporation (NYSE: BKH)-- with a working capital
deficit of about $316 million at September 30, 2002, announced
the resignation of Adil M. Ameer from its Board of Directors.

The Board of Directors has elected Steven J. Helmers as a
director to serve on an interim basis. Mr. Helmers is the
Company's General Counsel and Secretary. The Board of Directors
has engaged an executive consulting firm to assist the Company
with its board membership planning.

Daniel P. Landguth, Chairman and Chief Executive Officer,
stated, "On behalf of the Board and management of Black Hills
Corporation, we extend our appreciation to Mr. Ameer for his six
years of service to the Company. He provided valuable expertise
and leadership during a period of significant growth and
expansion. We thank him for his contributions that helped us
advance our corporate business plan." Mr. Ameer stated that his
resignation was prompted by professional commitments.

                 About Black Hills Corporation

Black Hills Corporation ( http://www.blackhillscorp.com) is a
diverse energy and communications company with three business
groups: Black Hills Energy, the integrated energy unit which
generates electricity, produces natural gas, oil and coal and
markets energy; Black Hills Power, an electric utility serving
western South Dakota, northeastern Wyoming and southeastern
Montana; and Black Hills FiberCom, a broadband communications
company offering bundled telephone, high speed Internet and
cable entertainment services.


BOOTS & COOTS: Rejects Checkpoint's Ch. 11 Proposal & Pays Debt
---------------------------------------------------------------
Boots & Coots International Well Control, Inc. (Amex: WEL)
announced that its Board of Directors decided against the
restructuring proposal from Checkpoint Business, Inc.  This
proposal would have involved a voluntary Chapter 11 bankruptcy
filing by Boots & Coots and the cancellation of Boots & Coots'
common equity as part of the bankruptcy process.  Additionally,
Boots & Coots announced that it had paid in full its principal
balance and interest outstanding under its Loan Agreement with
Checkpoint.

Boots & Coots Chairman Kirk Krist said, "Satisfying the
financial obligation with Checkpoint is one more significant
step in our financial restructuring initiatives. The Company
continues to pursue opportunities to improve our balance sheet
and shareholder value. This has been a difficult process and we
are appreciative of our shareholders' patience. We remain
committed to working in the best interest of our creditors and
shareholders."

                   About Boots & Coots

Boots & Coots International Well Control, Inc., Houston, Texas,
is a global emergency response company that specializes, through
its Well Control unit, as an integrated, full-service,
emergency-response company with the in-house ability to provide
its expanded full-service prevention and response capabilities
to the global needs of the oil and gas and petrochemical
industries, including, but not limited to, oil and gas well
blowouts and well fires as well as providing a complete menu of
non-critical well control services. Additionally, Boots & Coots
WELLSUREr divisions offers oil and gas exploration and
production companies, through retail insurance brokers, a
combination of traditional well control and blowout insurance
with post-event response as well as preventative services.


BOOTS & COOTS: Prudential Insurance Converts Preferred Shares
-------------------------------------------------------------
Boots & Coots International Well Control, Inc. (Amex: WEL)
announced that its Subordinated Lender, The Prudential Insurance
Company of America, has converted 83,231 shares of 97,240 total
shares of Boots & Coots Series G Cumulative Convertible
Preferred Stock into 12,062,462 shares of the Company's Common
Stock.  The converted Series G consisted of the original
80,000 shares issued at a $100 face value, along with dividends
which were paid in kind of 3,231 shares.  Prudential is the only
holder of Series G.

Prudential originally received the Series G as a component of
the restructuring in December 2000 of its aggregate debt of
approximately $41 million.  In connection with the
restructuring, Boots & Coots issued $8 million of the Series G
which carried a dividend rate of ten percent per annum,
compounded semi-annually.  Under the terms of the Series G, the
dividend payments were paid in kind through December 1, 2002.
Since that time, Boots & Coots has been accruing a cash dividend
on the Series G.

Boots & Coots Chairman Kirk Krist said, "Although we did not
take part in Prudential's decision making process, the
conversion of this preferred stock is a significant step in our
financial restructuring initiatives.  We continue to make
efforts to restructure our balance sheet and focus on the
opportunities inherent in an increasingly active market sector.
The net effect of this conversion will result in a savings of
cash dividends of approximately $665,000 for the year ending
2003 and approximately $832,310 for subsequent years.  While
management progresses forward in its restructuring initiatives,
the Company continues to focus on its ability to deliver
critical services to customers globally."

                 About Boots & Coots

Boots & Coots International Well Control, Inc., Houston, Texas,
is a global emergency response company that specializes, through
its Well Control unit, as an integrated, full-service,
emergency-response company with the in- house ability to provide
its expanded full-service prevention and response capabilities
to the global needs of the oil and gas and petrochemical
industries, including, but not limited to, oil and gas well
blowouts and well fires as well as providing a complete menu of
non-critical well control services.  Additionally, Boots & Coots
WELLSURE(R) divisions offers oil and gas exploration and
production companies, through retail insurance brokers, a
combination of traditional well control and blowout insurance
with post-event response as well as preventative services.


BURLINGTON: Seeks Court Approval of Additional Retention Payment
----------------------------------------------------------------
Rebecca Booth, Esq., at Richards, Layton & Finger, in
Wilmington, Delaware, relates that since the Petition Date, it
has been the Burlington Industries Debtors' desire and
collective goal to emerge from and exit Chapter 11 with a
streamlined business model that will enable them to be
competitive and successful in today's market.

The Debtors have made substantial progress towards achieving
this goal by implementing their long-term strategic business
plan and positioning their businesses for emergence -- all of
which is due in large part to the dedication, loyalty and hard
work of the Debtors' key employees.  In fact, the efforts of the
Debtors' key employees have allowed the Debtors to, in
connection with the business plan:

     (a) reduce operating costs by consolidating certain
         operations, exiting certain business segments, closing
         unneeded facilities and reducing their workforce by
         approximately 6,000 employees;

     (b) pursue and complete sales of non-core assets in these
         cases, generating approximately $71,500,000 for the
         estates;

     (c) commence, and make substantial progress on, an extensive
         review of their thousands of executory contracts and
         unexpired leases and the more than 3,700 claims filed
         against or scheduled by the Debtors;

     (d) analyze and pursue simultaneously multiple exit
         strategies; and

     (e) file the Plan and the related disclosure statement.

The Debtors are now pursuing a marketing and sale process that
they believe will maximize value for all creditors in these
cases and facilitate the Debtors' ultimate emergence from
Chapter 11.

The continued support and efforts of the Debtors' key employees
are critical to the success of this process.  Specifically:

     (a) The Debtors need their key employees to stay focused on
         the Debtors' business operations and ensure that value
         is maintained in the operations throughout the marketing
         and sale process;

     (b) The Debtors' key employees will be essential to the due
         diligence process, as potential purchasers review
         materials and request interviews with and information
         from the individuals most familiar with the Debtors'
         operations and finances; and

     (c) The Debtors' key employees have been an integral part of
         the Debtors' review and pursuit of their exit strategies
         and will need to continue to be involved in these
         efforts for the Debtors to achieve their ultimate goal
         of emergence.

Thus, the Debtors believe that it is necessary to supplement and
extend the existing Retention Program to ensure that they have
the continued support of and resources provided by their key
employees.

Ms. Booth reports that the termination of the Berkshire
Agreement has created uncertainty for the Debtors' employees and
has extended the time that the Debtors will remain in Chapter
11. This uncertainty and delay has caused concern among the
Debtors' employees and has increased recruiting efforts of the
Debtors' employees by the Debtors' competitors and headhunters.

The existing Retention Program focuses on a small, core group of
the Debtors' management employees -- only 71 employees -- who
possess the experience, skills and knowledge necessary to
facilitate the Debtors' successful reorganization.  Of those
original 71 employees, 64 continue to be employed by the
Debtors. Thus, in large part due to the Retention Program, the
Debtors have successfully retained more than 90% of their key
employees during the first 15 months of these Chapter 11 cases.

In addition, since the entry of the KERP Order, the Debtors have
offered nine employees retention incentives under the Retention
Program through the $1,000,000 KERP Reserve established under
the Retention Program for that purposes.

The Retention Program itself consists of two separate
components:

     (a) a retention incentive plan, designed to provide
         retention incentives to key management employees; and

     (b) a severance plan, designed to ensure basic job
         protection for key management employees.

Under the Retention Incentive Plan approved by the Court, Ms.
Booth relates, the Original Participants were classified into
six "tiers" based on each employee's responsibilities, role in
the reorganization process and anticipated contribution to the
Debtors' restructuring efforts.  Each of the Original
Participants was eligible for a retention payment equal to a
percentage of his then-current base salary paid in installments
over time.  Each of the Reserve Participants was entitled to a
similar Retention Incentive Payment to be paid from the KERP
Reserve.

Retention Incentive Payments for KERP Participants were paid in
installments on March 15, 2002, July 15, 2002 and November 15,
2002.  Because the effective date of a plan of reorganization in
these cases has not yet occurred, all KERP Participants received
an additional payment equal to 25% of the KERP Participants'
Retention Incentive Payment on February 15, 2003.  Furthermore,
KERP Participants in Tiers IV through VI -- covering certain
vice president and other management positions -- will be
entitled to an additional payment equal to 25% of the KERP
Participants' Retention Incentive Payment, payable on May 15,
2003.

By this motion, the Debtors seek the Court's authority, pursuant
to Section 363(b) of the Bankruptcy Code, to supplement and
extend the Retention Program by providing KERP Participants with
an additional installment payment equal to 25% of their
Retention Incentive Payments payable on Emergence for KERP
Participants in Tiers I and II and on October 1, 2003 for KERP
Participants in Tiers III through VI, if, and only if, Emergence
has not occurred on or before October 1, 2003.  The estimated
total cost of the proposed Additional Retention Payment is
$1,468,000.

With the last time-based installment payment under the existing
Retention Program to be made on May 15, 2003, the duration of
these Chapter 11 cases will extend beyond the period for which
the Retention Program provides adequate retention incentives.

Ms. Booth asserts that the Additional Retention Payment is
necessary and appropriate to retain the KERP Participants
because:

     (a) it is tailored to address the Debtors' specific concern
         that the uncertainty and delay caused by the Modified
         Bidding Procedures and the marketing and sale process
         now being pursued by the Debtors will cause their key
         employees to look for employment elsewhere;

     (b) this payment will encourage the KERP Participants to
         continue to support the Debtors' reorganization efforts
         during the months immediately following the May 15, 2003
         payment under the existing Retention Program; and

     (c) the Additional Retention Payment is an exercise of sound
         business judgment and will accomplish a sound business
         purpose and aid the Debtors' reorganization. (Burlington
         Bankruptcy News, Issue No. 30; Bankruptcy Creditors'
         Service, Inc., 609/392-0900)


CHIQUITA BRANDS: Peter Jung To Lead Newly-Acquired Atlanta AG
-------------------------------------------------------------
Chiquita Brands International, Inc. (NYSE: CQB) completed its
previously announced acquisition of Atlanta AG, a leading German
distributor of fresh fruits and vegetables.  Atlanta is the
primary distributor of Chiquita products in Germany and Austria
and has been the company's largest customer in Europe for many
years.

Chiquita has had a substantial investment position in Atlanta.
Recently, this distributor has been underperforming financially,
due in part to unprofitable ventures outside its core markets.
By exchanging loans for Atlanta's underlying equity interests,
Chiquita was able to acquire ownership in a virtually cashless
transaction.  Chiquita believes this will protect, and
ultimately enhance, its investment and strengthen its commercial
position in Germany.

The acquisition of Atlanta will increase Chiquita's consolidated
annual revenues by about $1.1 billion.  Total debt will increase
by approximately $65 million, although this amount is expected
to be reduced by approximately $12 million in the next several
weeks from the scheduled sale of certain Atlanta assets. Because
of its method of equity accounting, Chiquita's results have
historically included Atlanta's results of operations.  Sales of
Chiquita products to Atlanta totaled $130 million in 2002, $115
million in 2001 and $110 million in 2000.

Chiquita also announced the appointment of Peter Jung, 45, as
Atlanta's president.  In this role, he will be responsible for
boosting Atlanta's profitability by streamlining its
distribution network, selling non-core assets and reducing debt.
Before joining Chiquita, Jung successfully led restructuring and
marketing efforts at several companies, including Demedis
GmbH, PLUS Food Retail Chain (Tengelmann Group) and Danone
Group.

Chiquita Brands International is a leading global marketer,
producer and distributor of high-quality fresh and processed
foods. The company's Chiquita Fresh division is one of the
largest banana producers in the world and a major supplier of
bananas in North America and Europe.  Sold primarily under the
premium Chiquita(R) brand, the company also distributes and
markets a variety of other fresh fruits and vegetables.  In
addition, Chiquita Processed Foods is the largest p11rocessor of
private-label canned vegetables in the United States; the
company recently announced a definitive agreement to sell
Chiquita Processed Foods to Seneca Foods Corp.  For more
information, visit the company's Web site at
http://www.chiquita.com

Chiquita Brands International, Inc., filed a prepackaged chapter
11 case on November 28, 2001 (Bankr. S.D. Ohio Case No.
01-18812), Judge Aug confirmed that Plan on March 8, 2002, and
the plan took effect on March 19, 2002 -- emerging from
bankruptcy in 111 days.  James H.M. Sprayregen, Esq., and
Matthew N. Kleiman, Esq., at Kirkland & Ellis in Chicago, served
as lead counsel and Kim Martin Lewis, Esq., and Tim Robinson,
Esq., at Dinsmore & Shohl LLP in Cincinnati, served as local
counsel to Chiquita.  Arthur Newman at The Blackstone Group,
L.P., provided Chiquita with financial advisory services and
Ernst & Young LLP served as the Company's accountants, auditors
and tax service providers.

For Plan purposes, New Chiquita Common Stock was valued at
$14.39 a share.  Chiquita's shares have bounced around between
$8 and $18 over the past year.


CMS ENERGY: Salomon-Led Group Extends $150M to Consumers Energy
---------------------------------------------------------------
CMS Energy (NYSE: CMS) completed the third step in a
comprehensive financing plan to enhance liquidity at its
principal subsidiary, Consumers Energy.

A three-year, $150 million loan with a consortium of financial
institutions led by Salomon Smith Barney Inc. has been arranged
for Consumers Energy.  The loan is secured by the utility's
first mortgage bonds.  Proceeds from the loan will be used to
enhance Consumers Energy's liquidity position and for general
corporate purposes.

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.


COMBUSTION ENG'G: Asks Court to Reconstitute Creditors' Panel
-------------------------------------------------------------
Combustion Engineering Inc. is asking the bankruptcy court
overseeing its chapter 11 case to disband and reconstitute the
unsecured creditors' committee, saying the creditors on the
committee aren't representative of the overall creditor
constituency, Dow Jones reported. If the court decides not to
fully reconfigure the committee, Combustion Engineering asked
that the committee be expanded to include two or more additional
seats for creditors that voted in favor of the company's
proposed reorganization plan, reported the newswire. The company
filed for bankruptcy on Feb. 17, along with a prenegotiated
reorganization plan and disclosure statement, to deal with
millions of dollars in asbestos-related personal injury claims.
(ABI World, March 28)


CONGOLEUM CORP: Bondholders Approve Indenture Amendments
--------------------------------------------------------
Congoleum Corporation (AMEX:CGM) announced that Congoleum and
the trustee for Congoleum's 8-5/8% Senior Notes Due 2008 have
adopted certain amendments to the indenture governing the notes.

Those adopted amendments are intended to expressly give
Congoleum greater flexibility to proceed with certain steps and
transactions in connection with its asbestos settlement
negotiations. Congoleum sought the bondholders' approval of
those amendments as part of its strategy to resolve its asbestos
liabilities. Holders of a majority of the outstanding notes as
of the record date consented to the proposed amendments, which
satisfied the vote required to amend the indenture. The
solicitation was made upon the terms and subject to the
conditions set forth in the Consent Solicitation Statement dated
March 17, 2003 and related documents.

As previously reported in the Troubled Company Reporter's March
19, 2003 edition, Congoleum said that upon successful completion
of its asbestos settlement negotiations, it intends to file a
prepackaged plan of reorganization under Chapter 11 of the
Bankruptcy Code which would incorporate the asbestos settlement
and leave its bondholders, trade creditors, and other non-
asbestos related claim creditors unimpaired.

Roger S. Marcus, Chairman of the Board, commented "We are
pleased with the progress of our asbestos settlement
negotiations and appreciate this affirmation of support from our
bondholders, which furthers our ability to conclude an
agreement".

Congoleum Corporation is a leading manufacturer of resilient
flooring, serving both residential and commercial markets. Its
sheet, tile and plank products are available in a wide variety
of designs and colors, and are used in remodeling, manufactured
housing, new construction and commercial applications. The
Congoleum brand name is recognized and trusted by consumers as
representing a company that has been supplying attractive and
durable flooring products for over a century.


CORNING: Taking $200M After-tax Charge for Asbestos Settlement
--------------------------------------------------------------
Corning Incorporated announced that it has reached agreement
with the representatives of asbestos claimants for the
settlement of all current and future asbestos claims against
Corning and Pittsburgh Corning Corporation (PCC), which might
arise from PCC products or operations.

As a result of the settlement, Corning expects to record an
after-tax charge of approximately $200 million in its first
quarter financial results.

James B. Flaws, vice chairman and chief financial officer, said,
"While we believe we have strong legal defenses to any claims of
direct liability from asbestos products, it is important to
bring this matter to closure and eliminate uncertainty going
forward."

The agreement is expected to be incorporated into a settlement
fund as part of a reorganization plan for PCC. The plan will be
submitted to the federal bankruptcy court in Pittsburgh for
approval, and is subject to a favorable vote by 75 percent of
the asbestos claimants voting on the PCC reorganization plan.
Corning will make its contributions to the settlement trust
under the agreement after the plan is approved and no longer
subject to appeal. The approval process could take one year or
longer.

Corning's settlement will require the contribution, when the
plan becomes effective, of Corning's equity interest in PCC, its
one-half equity interest in Pittsburgh Corning Europe N.V., a
Belgian corporation, and 25 million shares of Corning common
stock. Corning also will be making cash payments with a current
value of $130 million over six years beginning in June 2005. In
addition, Corning will assign insurance policy proceeds from its
primary insurance and a portion of its excess insurance as part
of the settlement. The agreement will result in a pre-tax charge
of approximately $300 million ($200 million after tax). Any
significant changes in the value of Corning's common stock
contribution will need to be recognized in Corning's quarterly
results through the date of contribution to the settlement
trust.

Flaws said, "The settlement is similar in construct and value to
our disclosures starting in our second quarter 10Q last year,
when we began discussions with the asbestos claimants. The
settlement will have no impact on Corning's operations or
liquidity."

As a result of PCC's April 2000 bankruptcy filing, Corning
recorded an after-tax charge of $36 million in the first quarter
of 2000 to impair its entire investment in PCC and discontinued
recognition of equity earnings. Corning has not since recorded
any additional charges associated with this litigation. PCC and
Pittsburgh Corning Europe are owned 50 percent by Corning and 50
percent by PPG Industries, Inc.

               About Corning Incorporated

Established in 1851, Corning Incorporated (www.corning.com)
creates leading-edge technologies that offer growth
opportunities in markets that fuel the world's economy. Corning
manufactures optical fiber, cable and photonic products in its
Telecommunications segment. Corning's Technologies segment
manufactures high-performance display glass, and products for
the environmental, life sciences, and semiconductor markets.


DETROIT MEDICAL: Fitch Removes Watch on $569MM Bonds' BB Rating
---------------------------------------------------------------
Fitch Ratings removes the approximately $569.1 million
outstanding revenue bonds of Detroit Medical Center from Rating
Watch Positive. The bonds are affirmed at 'BB+'. The Rating
Outlook is Stable. For the 1993B and the 1997A bonds, the action
pertains to the unenhanced rating, since the bonds are insured
by Ambac Assurance Corp., whose insurer-financial strength is
rated 'AAA' by Fitch. The bonds were initially placed on Rating
Watch Positive on June 18, 2001, and remained on Rating Watch
Positive when Fitch affirmed the 'BB+' rating on bonds on
April 17, 2002.

The rating affirmation and removal from Rating Watch Positive is
reflective of DMC's operating regression and the significant
challenges to improve profitability, which are exacerbated by
the system's increasing uncompensated care load. After losing
only $5.9 million from operations in 2001 after losses of $33.9
million in 2000, DMC lost $77.2 million from operations through
11 months of 2002, equating to an operating margin of negative
5.3%. Maximum annual debt service coverage through 11 months of
2002 was 1.1 times, and days cash on hand was 42 days as of Nov.
30, 2002.

The November 2002 interim financial statements are the latest
available from DMC. The stable outlet for this below-investment
grade credit reflects the considerable challenges that this very
capable management team is facing, including the continuing
divestitures of unprofitable services, a difficult payor-mix,
and potentially declining support from the state. Recently, DMC
announced its intention to potentially close its largest and
least profitable hospitals, including Detroit Receiving Hospital
and Hutzel Hospital, as well as other unprofitable services,
unless it receives additional funding support from the federal,
county, state or city governments. The outcome and timing of
this strategy is unknown.

DMC operates eight hospitals, seven of which serve the
metropolitan Detroit area. DMC is the largest health care
provider in the Detroit market, with more than 12,300 full-time
equivalent employees and about $1.6 billion in annual revenues.
DMC does not covenant to provide quarterly disclosure to
bondholders, as was standard during DMC's last bond offering.
However, DMC proactively provides monthly financial statements
to bondholders and other interested parties requesting to be on
its distribution list.

                   Affected issues:

-- $108,650,000 Michigan State Hospital Finance Authority
    revenue and refunding bonds (Detroit Medical Center Obligated
    Group), series 1998A;

-- $174,460,000 Michigan State Hospital Finance Authority
    revenue and refunding bonds (Detroit Medical Center Obligated
    Group), series 1997A;

-- $42,615,000 Michigan State Hospital Finance Authority revenue
    and refunding bonds (Sinai Hospital of Greater Detroit),
    series 1995;

-- $131,445,000 Michigan State Hospital Finance Authority
    revenue and refunding bonds (Detroit Medical Center Obligated
    Group), series 1993B;

-- $109,320,000 Michigan State Hospital Finance Authority
    revenue and refunding bonds (Detroit Medical Center Obligated
    Group), series 1993A;

-- $2,575,000 Michigan State Hospital Finance Authority revenue
    and refunding bonds (Detroit Medical Center Obligated Group),
    series 1988A & 1988B.


DICE INC: MeasureUp Creates Skills Assessments for Microsoft
------------------------------------------------------------
MeasureUp, Inc., a wholly-owned subsidiary of Dice Inc.,
announced that Microsoft Training and Certification selected
MeasureUp's proprietary testing and assessment engine as the
delivery mechanism for project-based assessments for Microsoft
IT Professionals.

These assessments, available through Microsoft's site, are
currently available to users at no cost, measure competencies
and evaluate knowledge and skills for project-based technology
solutions. At the end of each assessment, the user receives a
customized learning plan that recommends specific learning
resources geared toward the user's current knowledge level.

The assessments are designed for users to study new Microsoft
technologies, including detailed reporting and references to
Microsoft learning channels. References are provided at the
objective and detailed level. Users have the ability to review a
history of the assessments they have previously completed.

"MeasureUp is thrilled to provide assessments to Microsoft
Training and Certification customers," stated Kevin Brice,
President and General Manager of MeasureUp, Inc. "Our advanced
assessment capabilities and detailed reporting enable customers
to assess their current knowledge and receive an unparalleled
learning plan."

"As a result of providing assessment, Microsoft customers will
have a greater sense of confidence about their skills allowing
them to make better education and training investments," said
Lutz Ziob, general manager of Microsoft Training and
Certification. "Our productive relationship with MeasureUp
illustrates our commitment to helping IT Professionals have the
skills data they need to maximize and focus learning efforts."

MeasureUp provides technical, desktop, and aptitude assessments
to training partners and corporate clients. MeasureUp's fully
customizable proprietary engine includes simulation question
types and detailed reporting. MeasureUp also sells practice
tests to eCommerce customers, which are available with multiple
testing modes and detailed explanations. They can be purchased
for online, download, or CD-ROM delivery. MeasureUp is a
Microsoft Certified Practice Test Provider and also references
"Microsoft Official Curriculum."

                      About MeasureUp

MeasureUp markets certification preparation and assessment
products to a broad range of companies including New Horizons
and Prometric. The preparation tests give detailed explanations,
complete coverage of exam objectives, customized study and
review, detailed scoring, and four testing modes including an
adaptive testing mode. http://www.measureup.com.

                      About Dice Inc.

Dice Inc. (OTC Bulletin Board: DICEQ, http://about.dice.com)is
the leading provider of online recruiting services for
technology professionals. Dice Inc. provides services to hire,
train and retain technology professionals through its two
operating companies dice.com, the leading online technology-
focused job board as ranked by Media Metrix, and MeasureUp, a
leading provider of assessment and preparation products for
technology professional certifications. Dice Inc. has been
operating under the supervision of the United States Bankruptcy
Court for the Southern District of New York pursuant to Chapter
11 bankruptcy proceedings since February 14, 2003. Dice Inc. has
proposed a plan of reorganization under which all of its
currently outstanding capital stock is to be cancelled and
substantially all of its new capital stock is to be issued to
the holders of its $69.4 million of 7% Convertible Subordinated
Notes due January 2005. Most of the Company's existing
stockholders are not expected to realize any significant
recovery on their investment.


DIRECTV LATIN AMERICA: Wants to Continue Cash Management System
---------------------------------------------------------------
DirecTV Latin America LLC sought and obtained a Court order
allowing it to continue the use of its cash management system
and waiving certain operating guidelines imposed by the United
States Trustee on all chapter 11 debtors.  The Debtors remind
the Court that the U.S. Trustee requires:

     -- all existing Bank Accounts to be closed and that a
        debtor-in-possession open new bank accounts designated as
        "Debtor-in-Possession Accounts;"

     -- that the debtor-in-possession obtain and use new checks
        bearing a "Debtor-in-Possession" legend.

DirecTV maintains a centralized cash management system for all
of its business operations.  The Cash Management System is an
integrated, centralized network of five bank accounts maintained
in the United States that facilitate the timely and efficient
collection, concentration, management and disbursement of funds
DirecTV used in the ordinary course of its business.

Under the Cash Management System, Joel A. Waite, Esq., at Young
Conaway Stargatt & Taylor LLP, in Wilmington, Delaware,
explains, funds consisting of Royalties paid to DirecTV by the
Local Operating Companies and amounts advanced by Houghes
Electronic Corporation and DirecTV Latin America Holdings, Inc.
as loans or capital contributions are deposited electronically
by wire transfer directly into a main concentration account at
Citibank.

DirecTV uses the funds deposited into the Concentration Account
to fund four disbursement accounts used for payroll, employee
flex spending, petty cash and various other expenses arising in
the ordinary course of DirecTV's business.  The Disbursement
Accounts are funded directly from the Concentration Account on
an as-needed basis to fund disbursements by DirecTV against the
respective accounts.

Mr. Waite relates that DirecTV's Cash Management System enables
it to collect, transfer and disburse funds as needed for its
continuing business operations.  Thus, Mr. Waite contends that
the inevitable disruption of DirecTV's Cash Management System
would result from the required closure of its prepetition Bank
Accounts.  There would be significant delays in DirecTV's
collection and disbursement of funds.  Moreover, it would be
difficult and expensive for DirecTV to establish new bank
accounts and institute a new cash management system that would
adequately fulfill its needs.

Mr. Waite assures Judge Walsh that DirecTV will use its best
efforts to ensure that any authorization to continue its
existing Cash Management System and Bank Accounts during the
pendency of the Chapter 11 Case will not result in the
unauthorized payment of prepetition claims.

In addition, with respect to the use of new checks, Mr. Waite
asserts that if this requirement is not waived, the estate will
incur:

     (a) delays in the DirecTV's operations at the very outset of
         the Chapter 11 Case; and

     (b) additional expenses that DirecTV considers unnecessary
         in light of the likelihood that parties doing business
         with DirecTV undoubtedly will be aware of its status as
         a Chapter 11 Debtor-in-Possession due to the size of the
         case and broad coverage in the industry and financial
         media.

Judge Walsh rules that DirecTV may maintain and continue using
its existing Bank Accounts in the names and with the account
numbers existing immediately prior to the Petition Date.
DirecTV would retains the right to:

     (i) close one or more of the Bank Accounts and, if
         necessary, open new debtor-in-possession accounts;

    (ii) deposit funds in and withdraw funds from the accounts by
         all usual means; and

   (iii) treat its prepetition Bank Accounts for all purposes as
         debtor-in-possession accounts.

Judge Walsh also authorizes all banks with which DirecTV
maintains its Bank Accounts to continue to maintain, service and
administer the Bank Accounts, except that they are not
authorized to honor any check issued or dated prior to the
Petition Date absent a Court order. (DirecTV Latin America
Bankruptcy News, Issue No. 2; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


DOLE FOOD: Now a Private Company Owned by David H. Murdock
----------------------------------------------------------
Dole Food Company, Inc. ceased being a publicly traded company
and commenced operations as a privately held company owned by
David H. Murdock. Mr. Murdock stated, "I am pleased that the
merger transaction, valued at approximately $2.5 billion, has
concluded and that the market has recognized that the $33.50 per
share consideration offered in the transaction was fair and in
the best interest of the former public shareholders of Dole Food
Company."

"This is a momentous occasion in Dole's 152-year history, and we
are extremely excited about the long-term advantages for Dole
without the short-term pressures and constraints of the public
equities markets," said Mr. Murdock. "As a privately-held
company, Dole will be better positioned to achieve its growth
and earnings potential, building on its leadership position in
the fresh fruits, fresh vegetables, packaged foods and fresh-cut
flowers industries."

Mr. Murdock expressed his appreciation for the efforts of his
staff, advisors and the managing agents who helped arrange the
financing for the merger, noting, "Deutsche Bank, The Bank of
Nova Scotia, Bank of America, Fleet National Bank, and Societe
Generale have arranged a complex financing in a volatile
market." Mr. Murdock was advised by Deutsche Bank Securities and
Paul, Hastings, Janofsky & Walker LLP.

The acquisition of Dole will add to Mr. Murdock's list of
wholly-owned companies, making him the owner of one of the
largest privately held companies in America with 2002 combined
revenues in excess of $5 billion. In addition to Dole, Mr.
Murdock's holdings include Castle & Cooke, Inc., a diversified
real estate company he privatized in 2000. Mr. Murdock owns
interests in a variety of other businesses and has been an
active private investor for over 40 years, having completed, to
date, eleven "going private" transactions for publicly traded
companies.

                         *   *   *

As previously reported, 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.


ENCOMPASS: Obtains Court Nod to Enter into Collections Program
--------------------------------------------------------------
Encompass Services Corporation, and its debtor-affiliates are
owed substantial amounts for unpaid services rendered to
customers.  Experience suggests that the longer the accounts
receivable remain outstanding, the more difficult they become to
collect and the greater the likelihood that they will never be
collected.  Accordingly, the Debtors anticipate that their
accounts receivable will decrease in value as they age.

In addition to the usual difficulties associated with
collections, the Debtors discovered that due to an overall
decline in employee morale, and the expected sale of many of the
their operating companies, their employees haven't adequately
focused their energies on collecting outstanding accounts
receivable on behalf of the estates.

In an effort to remedy this circumstance and to provide
appropriate incentives, the Debtors, with the consent of their
prepetition and postpetition secured lenders and the final
approval of its motion by the Court, have adopted the
Collections Program.

                     The Collections Program

Designed to facilitate the effective collection of the Debtors'
outstanding accounts receivable, Lydia T. Protopapas, Esq., at
Weil, Gotshal & Manges LLP, in Houston, Texas, reports that the
Collections Program will incentivize employees to collect a
greater percentage of outstanding accounts receivable.

The Debtors will continue to experience significant harm as a
result of their difficulties in collecting amounts properly owed
to them, if the Collections Program is not implemented.

The Collections Program, effective January 1, 2003 through April
30, 2003, discloses that the Debtors intend to provide incentive
compensation to:

     (a) the personnel on the ESR Collections Task Force;

     (b) the Debtors' regional operating vice presidents; and

     (c) designated key regional finance personnel

Ms. Protopapas notes that the Collections Program is comprised
of two component parts:

     1. PART A -- designed to incentivize collections of accounts
                  receivable under 90 days past due;

               -- effective January 10, 2003 through April 11,
                  2003;

               -- provides that for every five percent that is
                  collected above the forecasted cash receipts
                  shown in the Debtors' approved thirteen-week
                  cash flow forecast, $100,000 will be added to a
                  pool of funds which will later be distributed
                  to qualified Program Participants provided that
                  the amount will be limited to a maximum of
                  $500,000 over the life of the Collections
                  Program.

     2. PART B -- designed to incentivize collections of accounts
                  over 90 days past due;

               -- effective January 1, 2003 through
                  April 30, 2003;

               -- provides that for every accounts receivable
                  dollar collected that is more than 90 days past
                  due as of December 31, 2002, ten percent of the
                  accounts receivable collected will be added to
                  a pool of funds which will later be distributed
                  to qualified Program Participants, up to a
                  maximum of $2,000,000 over the life of the
                  Collections Program.

(Encompass Bankruptcy News, Issue No. 10; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


ENRON CORP: Court Fixes Compensation Protocol For Professionals
---------------------------------------------------------------
On January 25, 2002, Debtor Enron LNG Shipping Company filed a
petition before the Grand Court of the Cayman Islands.  On the
same day, the Cayman Court entered an order, among other things,
appointing George Lanyon Bullmore and Simon Lovell Claton
Whicker of KPMG in the Cayman Islands as Enron Shipping's Joint
Provisional Liquidators.  The JPLs were appointed in the Cayman
Islands to ensure the coordinated better realization of the
business and affairs of the Enron Shipping under the provisions
of the Cayman Court in accordance with the laws of the Cayman
Island.

Among other things, the Cayman Order provides that:

      -- the JPLs have the power "to retain and employ
         barristers, attorneys or solicitors and other agents or
         professional persons as the JPLs deem fit, in Cayman and
         elsewhere as the JPLs deem appropriate, for the purpose
         of advising and assisting in the execution of their
         powers;"

      -- the JPLs have the power "to render and pay invoices out
         of the Debtors' assets for their own remuneration at
         their usual and customary rates;"

      -- the JPLs will be at liberty to submit to the Cayman
         Court bills of costs for taxation of all costs, charges
         and expenses of those persons or firms employed by them;
         and

      -- the JPLs have the power "to enter into protocol or other
         agreements as the JPLs deem appropriate for the
         ordination of these proceedings, the Chapter 11 case and
         any other like proceedings of the winding up,
         restructuring or reorganization of other companies
         within the Enron Group, and to seek the approval of the
         Cayman Court of the U.S. Bankruptcy Court, as
         appropriate."

By an Administrative Order, the U.S. Bankruptcy Court
established the procedures for Interim Compensation and
Reimbursement of Expenses of the Debtor Professionals and
Official Committee Members, as amended.

To promote cooperation and comity among the U.S. Bankruptcy
Court and the Cayman Court and to avoid jurisdictional disputes
with respect to the payment of the fees and expenses of the
JPLs, each of their professionals rendering services to them in
the Cayman Islands or elsewhere, not including any U.S.
professionals - the Foreign JPL Professionals -- and any U.S.
professionals retained or to be retained by the JPLs in the
U.S., Enron Shipping and the JPLs enter into a stipulation and
order regarding the procedures for the payment of the fees and
expenses of the JPLs, the Foreign JPL Professionals and the U.S.
JPL Professionals.

The Parties agree that:

A. The Cayman Court will have sole jurisdiction and power to
      determine the compensation of the JPLs and the Foreign JPL
      Professionals rendering services to the JPLs;

B. The JPLs and all Foreign JPL Professionals and the U.S. JPL
      Professionals  will be compensated for their services in
      accordance with the laws of the Cayman Islands or other
      orders of the Cayman Court;

C. Except as otherwise provided, the fees and expenses of
      the JPLs, the Foreign JPL Professionals and the U.S. JPL
      Professionals will be paid first from Enron Shipping's
      assets and only if there is a shortfall, by Enron Corp.,
      from funds contained in either of their prepetition bank
      accounts and any accounts opened by them postpetition
      without necessity of further U.S. Bankruptcy Court order
      upon approval of this Fee Protocol, and according to the
      terms of those order which have been or may be entered by
      the Cayman Court. Enron Shipping and Enron Corp. will be
      permitted to transfer funds to and from each of the
      Debtors' Accounts to fund the payment of professional fees
      and expenses in accordance with this Fee Protocol.  Enron
      Shipping and Enron Corp. will keep and maintain accurate
      books and records of all of the Transfers, categorized as
      being for the JPLs, the Foreign JPL Professionals or the
      U.S. JPL Professionals, and provide details and summary
      information regarding the cash disbursements to the
      Official Committee of Creditors and other appropriate
      parties, as required by, and in accordance with, the
      Amended Cash Management Order.  The Transfers will
      constitute claims for administrative expenses of the
      transferor's estates against the transferee's estate;

D. To provide an efficient and convenient manner to enable the
      Debtors, the Committee and the U.S. Trustee -- the Estate
      Representatives -- to review or comment on the fees and
      expenses of the JPLs and the Foreign JPL Professionals, the
      JPLs will first submit any request for reimbursement of the
      fees and expenses of JPLs and the Foreign JPL Professionals
      to the Estate Representatives by overnight delivery.  No
      later than 10 business days from the date the Foreign JPL
      Fee Request is served, the Estate Representatives must
      advise the JPLs in writing whether or not they approve of
      or object to the Foreign JPL Fee Request.  In the event the
      Estate Representatives approve a Foreign JPL Fee Request,
      the JPLs may seek approval of the Foreign JPL Fee Request
      from the Cayman Court and, if approved, the fees and
      expenses covered by the Foreign JPL Fee Request will be
      paid by Enron Corp. or Enron Shipping from funds contained
      in either of their Accounts according to the terms of those
      orders which have been or may be entered by the Cayman
      Court;

E. In the event that any of the Estate Representatives object to
      a Foreign JPL Fee Request, the parties agree in good faith
      to try and resolve any objections within five business days
      from the date the objections are served to the JPLs.  If
      the objections cannot be resolved, the JPLs will file
      within three business days an appropriate pleading,
      including the Foreign JPL Fee Request together with any
      objections from any of the Estate Representatives, with the
      Cayman Court so that the matter can be heard at the first
      available hearing date; provided, however, the JPLs may
      seek approval of any fees and expenses which are not
      objected to from the Cayman Court at the same time and, if
      approved, the fees and expenses will be paid first from
      Enron Shipping's assets and only if there is a shortfall,
      by Enron Corp. form funds contained in the DIP Accounts
      without necessity of further Bankruptcy Court order
      according to the terms of those orders, which have been or
      may be entered by the Cayman Court;

F. The JPLs will first submit any request for reimbursement of
      the fees and expenses of the U.S. JPL Professionals to the
      Estate Representatives by overnight delivery.  No later
      than 10 business days from service, the Estate
      Representatives must advise the JPLs in writing whether or
      not they approve of or object to a U.S. JPL Fee Request.
      In the event the Estate Representatives approve a U.S. JPL
      Fee Request, the JPLs may seek approval of the U.S. JPL Fee
      Request from the Cayman Court and, if approved, the fees
      and expenses covered by the U.S. JPL Fee Request will be
      paid by Enron Corp. or Enron Shipping from funds contained
      in either of their DIP Accounts without necessity of
      further order of the U.S. Bankruptcy Court according to the
      terms of those orders which have been or may be entered by
      the Cayman Court;

G. In the event that any of the Estate Representatives objects
      to a U.S. JPL Fee Request, the parties agree in good faith
      to try to resolve any objections within five business days
      from the date any objections are served on the JPLs.  If
      the objections cannot be resolved, the JPLs will file
      within three business days thereafter an appropriate
      pleading, including the U.S. JPL Fee Request together with
      any objections from any of the Estate Representatives, with
      the U.S. Bankruptcy Court so the matter can be heard at the
      next available hearing date in order to enable the U.S.
      Bankruptcy Court to issue its non-binding ruling and
      recommendation to the Cayman Court regarding the Contested
      U.S. JPL Fee Request; provided, however, the JPLs may seek
      approval of any fees and expenses which are not objected to
      from the Cayman Court at the same time and, if approved,
      those fees and expenses will be paid first from the assets
      of Enron Shipping and only if there is a shortfall,
      by Enron Corp. from funds contained in either of their DIP
      Accounts without necessity of further order of the U.S.
      Bankruptcy Court according to the terms of those orders
      which have been or may be entered by the Cayman Court.  The
      JPLs will have five business days from the date the
      pleading is filed to reply to any objections.  In addition,
      the Fee Committee and its employees, or the Applications
      Analyst will have an opportunity to review and comment upon
      the Contested U.S. JPL Fee Request in order to assist the
      U.S. Bankruptcy Court with its non-binding ruling and
      recommendation with respect to any Contested U.S. JPL Fee
      Request.  Upon the non-binding ruling and recommendation of
      the U.S. Bankruptcy Court, the JPLs will file a copy of the
      U.S. Bankruptcy Court's non-binding ruling and
      recommendations with the Cayman Court together with the
      Contested U.S. JPL Fee Request so that the Cayman Court can
      ultimately decide the Contested U.S. JPL Fee Request in
      accordance with the laws of the Cayman Islands or other
      orders of the Cayman Court.  If, at the Hearing, the U.S.
      Bankruptcy Court declines to issue a non-binding ruling and
      make any recommendations to the Cayman Court with respect
      to a Contested U.S. JPL Fee Request, the JPLs will be
      entitled to seek approval of the fees and expenses from the
      Cayman Court and the fees and expenses of any U.S. JPL
      Professionals will be paid first from the assets of Enron
      Shipping and only if there is a shortfall, by Enron Corp.
      from funds contained in its DIP Accounts without necessity
      of further order of the U.S. Bankruptcy Court according to
      the terms of those orders which have been or may be entered
      by the Cayman Court;

H. The JPLs, the Foreign JPL Professionals and the U.S. JPL
      Professionals and the Foreign JPL Professionals will have
      the right and standing to:

      (a) appear and be heard in the U.S. Bankruptcy Court with
          respect to any issues and matters relating to this Fee
          Protocol, including but not limited to any hearing
          which may be held in connection with a Contested U.S.
          JPL Fee Request, to the same extent as creditors and
          other interested parties domiciled in the forum
          country, subject to any local rules and regulations
          generally applicable to all parties appearing in the
          forum, and

      (b) file notices of appearance or other papers with the
          clerk of the U.S. Bankruptcy Court: provided, however,
          that any appearance or filing in the U.S. Bankruptcy
          Court with respect to any issues and matters relating
          to this Fee Protocol will not form a basis for personal
          jurisdiction in the United States over the JPLs, the
          Foreign JPL Professionals or the U.S. JPL
          Professionals;

I. The Estate Representatives will have the right and standing
      to:

      (a) appear and be heard in the Cayman Court with respect
          to any issues and matters relating to this Fee
          Protocol, including, but not limited to, any request
          for fees and expenses of the JPLs, to the same extent
          as creditors and other interested parties domiciled in
          the forum country, subject to any local rules or
          regulations generally applicable to all parties
          appearing in the forum, and

      (b) file notices of appearance or other papers with the
          Cayman Court; provided, however, that any appearance
          by any of the Estate Representatives in the Cayman
          Court with respect to any issues and matters relating
          to this Fee Protocol, including but not limited to, any
          request for fees and expenses of the JPLs, will not
          form a basis for personal jurisdiction in the Cayman
          Islands over the Estate Representatives, their
          Representatives or professionals; and

J. Neither the terms of this Fee Protocol, nor any actions taken
      under the terms of this Fee Protocol, will prejudice or
      affect the powers, rights, claims and defenses of the
      Debtors and their estates, the Committee, any of the Estate
      Representatives, the JPLs, the Foreign JPL Professionals,
      the U.S. JPL Professionals or any of the Enron Debtors'
      creditors under applicable law, including the United States
      Bankruptcy Code and the laws of the Cayman Islands. (Enron
      Bankruptcy News, Issue No. 60; Bankruptcy Creditors'
      Service, Inc., 609/392-0900)


EXIDE TECH: U.S. Trustee Amends Unsecured Creditors' Committee
--------------------------------------------------------------
Donald F. Walton, Acting United States Trustee, amends the
composition of Exide Technologies and its debtor-affiliates'
Official Committee of Unsecured Creditors for the third time by
adding Carroll Todd Lollis and Aaron Wann to the Committee
effective March 21, 2003.  The Official Committee of Unsecured
Creditors of the Chapter 11 cases is now composed of:

           A. Pension Benefit Guaranty Corporation
              Attn: Rodney Carter
              1200 K Street, N.W., Washington, DC 20005
              Phone: (202) 326-4070 Fax: (202) 842-2643

           B. HSBC Bank USA, As Trustee
              Attn: Robert A. Conrad, V.P., Issuer Services
              452 Fifth Avenue, New York, NY 10018
              Phone: (212) 525-1314 Fax: (212) 525-1366

           C. The Bank of New York, As Trustee
              Attn: Corey Babarovich
              5 Penn Plaza, 13th Floor, New York, NY 10001
              Phone: (212) 896-7154 Fax: (212) 328-7302

           D. Smith Management LLC
              Attn: Elizabeth Pierce
              885 Third Avenue, 34th Floor, New York, NY 10022
              Phone: (212) 888-8252 Fax: (212) 751-9503

           E. Turnberry Capital Management, L.P.
              Attn: Jeffrey B. Dobbs
              410 Greenwich Avenue, Greenwich, CT 06830
              Phone: (203) 861-2700 Fax: (203) 861-2716

           F. Tulip Corporation
              Attn: Fred Teshinsky
              14955 E. Salt Lake Avenue, City of Industry, CA
               91746
              Phone: (626) 968-0044 Fax: (626) 968-1104

           G. Transervice Logistics Inc.
              Attn: Dennis M. Schneider
              5 Dakota Drive, Suite 209, Lake Success, NY 11042
              Phone: (516) 488-3400 Fax: (516) 488-3574

           H. Carroll Todd Lollis
              Guardian ad Litem for Logan T. Lollis
              c/o Covington, Patrick, Hagins, Stern & Lewis, P.A.
              Attn: Douglas F. Patrick, Esq.
              211 Pettigru Street, Greenville, SC 29601
              Phone: (864) 242-9000 Fax: (864-233-9777)

           I. Aaron Wann
              c/o Laudig, George, Rutherford & Sipes
              Attn: Russell Sipes, Esq.
              156 E. Market Street, Indianapolis, IN 46204
              Phone: (317) 637-6071 Fax: (317) 637-6071 (Exide
              Bankruptcy News, Issue No. 20; Bankruptcy
              Creditors' Service, Inc., 609/392-0900)


FAIRFAX FIN'L: Fitch Drops Senior Debt & Long Term Ratings to B+
----------------------------------------------------------------
Fitch Ratings downgraded the ratings of Fairfax Financial
Holdings Ltd. and most of its insurance company subsidiaries and
affiliates and removed the ratings from Rating Watch Negative.
Included was a downgrade of Fairfax's senior debt and long-term
issuer ratings to 'B+' from 'BB'. The Rating Outlook is
Negative.

These actions reflect Fitch's view that Fairfax has become
increasingly challenged over the past few years in its ability
to meet its considerable holding company debt obligations, and
that the margin of safety, at least in the near-to-intermediate
term, is inconsistent with the prior ratings level.

Fitch's view revolves around four key concerns. First, Fitch
estimates that holding company cash has currently been depleted
to about C$250 million. This is the result of the retirement of
RHINOs with cash earlier this year, as opposed to common stock
proceeds, a questionable strategy in Fitch's view given the
company's limited financial flexibility. Declines in cash also
reflect a capital infusion into Lombard Insurance and the
payment of common stock dividends. Second, in light of declining
bank line balances and an inability to economically tap the
public capital markets, Fairfax's access to external liquidity
sources has been lessened. Third, the company's recent decision
to increase its ownership in Odyssey Re to over 80% (in what
Fitch views as a strategy to avoid a possible tax credit write-
down in addition to increasing cash flow to the parent company)
and the weak share price performance of Lindsey Morden Group
Inc. (majority owned by ORC Re Limited) limits the benefit of
selling stakes in these publicly traded companies to raise cash.
And fourth, and most importantly, Fitch views 2003 subsidiary
dividend capacity in light of operational and regulatory
restraints as considerably lower than maximum capacity of C$670
million.

Near term, Fitch believes that Fairfax may have adequate
resources to cover its cash interest costs and other cash
obligations during 2003, including the potential cost of
externally placing the US$300 million TIG adverse development
cover. Payments can be funded through subsidiary dividends,
drawing on lines of credit or further draw downs of remaining
holding company cash.

However, Fitch remains concerned with a number of risks
including the level of loss reserve adequacy for U.S. commercial
lines insurers on an industry-wide basis in regards to recent
accident years and latent exposures such as asbestos, Fairfax's
significant reinsurance recoverable exposure, and/or other
unforeseen negative events that could require support from
Fairfax. Fitch notes that Fairfax has incurred numerous charges
in each of the past several years, and though management has
taken steps to limit exposures to losses of the nature
described, Fitch has only moderate confidence that additional
losses will not be incurred in the near future.

Longer term, Fitch is also concerned with the ability of
Fairfax's operating subsidiaries to produce adequate dividend
flow to the parent to service its sizable debt burden. This
considers the disincentive to take dividends from majority owned
Odyssey Re due to its 20% public ownership as well as the high
cost of repurchasing publicly owned shares and the expectation
that offshore subsidiary ORC Re's dividend capacity (which Fitch
currently views as substantially lower, in a practical sense,
than maximum allowable amounts reported in Fairfax's annual
report as permitted by regulators in Ireland due to
capitalization and liquidity constraints) may diminish in the
future and not be fully replaced by added dividend capacity
elsewhere.

Additionally, the recent harvesting of realized gains during
2002 from the turnover of approximately half of Fairfax's $16
billion investment portfolio is expected to suppress future
investment income. A majority of gains were taken on fixed
income investments that will be reinvested at lower yields. The
harvesting of such a significant level of gains places greater
importance on the generation of future realized gains and
underwriting profits.

Should Fairfax be able to continue to grow profitably while
avoiding additional charges, Fitch believes the company's margin
of safety in its ability to service its debt will improve.

Fitch's current rating action is based on an analysis of public
information as well as recent reviews of non-public information
with holding company management. Fitch believes it is unlikely
that it will be granted access to non-public information in the
future based on indications from Fairfax's management. Should
this be the case, Fitch plans to denote such in future press
releases and research on Fairfax.

Fairfax Financial Holdings Limited is a publicly traded
insurance holding company that is listed on the New York and
Toronto Stock Exchanges that owns operating subsidiaries
primarily engaged in property/casualty insurance, reinsurance
and insurance claims management services. The company had assets
of C$35.1 billion and shareholders' equity of C$3.6 billion at
year-end 2002.

                         Rating Actions

Fairfax Financial Holdings Limited

       -- Senior debt Downgrade 'B+'/Negative.

TIG Holdings, Inc.

       -- Senior debt Downgrade 'B'/Negative;

       -- Trust preferred Downgrade 'CCC+'/Negative.

Members of The Fairfax Primary Insurance Group

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

Odyssey Re Group

       -- Insurer financial strength Downgrade 'BBB+'/Negative.

Members of the TIG Insurance Group

       -- Insurer financial strength Affirm 'BB+'/Negative.

Commonwealth Insurance Co.

       -- Downgrade 'BBB-'/Negative.

Commonwealth Insurance Co. of America

       -- Downgrade 'BBB-'/Negative.

Ranger Insurance Co.

       -- Downgrade 'BBB-'/Negative.

The members of the Fairfax Primary Insurance Group are:

Federated Insurance Co. of Canada Industrial County Mutual
Insurance Co. Crum & Forster Insurance Co. Crum & Forster
Underwriters of Ohio Crum & Forster Indemnity Co. The North
River Insurance Co. United States Fire Insurance Co. Lombard
General Insurance Co. of Canada Lombard Insurance Co. Zenith
Insurance Co. (Canada) Markel Insurance Co. of Canada

The members of the Odyssey Re Group are:

Odyssey America Reinsurance Corp. Odyssey Reinsurance Corp.

The members of the TIG Insurance Group are:

Fairmont Insurance Company TIG American Specialty Ins. Company
TIG Indemnity Company TIG Insurance Company TIG Insurance
Company of Colorado TIG Insurance Company of New York TIG
Insurance Company of Texas TIG Insurance Corporation of America
TIG Lloyds Insurance Company TIG Premier Insurance Company TIG
Specialty Insurance Company


FEDERAL-MOGUL: Invests $9MM in Orangeburg, SC Brake Pad Facility
----------------------------------------------------------------
Federal-Mogul Corporation is investing $9 million to increase
production capacity and speed at its automotive brake pad
manufacturing facility in Orangeburg, South Carolina.

Four new automated production lines equipped with state-of-the-
art pressing and grinding equipment will be fully operational by
the end of June, increasing daily brake pad production by more
than 40 percent.  The new equipment is expected to reduce
production time from raw material to packaged product by almost
95 percent, while ensuring world-class quality levels.

Federal-Mogul's global manufacturing process team for brake
friction materials benchmarked the most effective production
processes and determined that short-cycle press cure unit
molding machines are the most effective way to produce disc
brake pads.

"We determine best practices in friction manufacturing and then
determine how to implement those practices in Federal-Mogul's
Friction facilities worldwide," said Stoney Mason, director,
manufacturing engineering, Friction, Federal-Mogul.

Reducing the pressing time for disc pads lowers cost and
produces higher-quality results.  The new equipment allows each
part to receive individual temperature and pressure control
during the pad pressing process, where in the past, one
temperature reached across multiple batched parts.

"This temperature and pressure control improves density control
of each pad individually, allowing for a more consistent end
product for our customers," Mason said.

"Consistency is crucial in producing high-performance, high-
quality brake pads," said Jeff Hawley, plant manager,
Orangeburg.  "The new automated equipment will make the process
completely hands off, from mix to box."

Federal-Mogul's Orangeburg facility manufactures disc brake pads
for original equipment passenger car and light truck
applications.  The facility was established in 1996, and
currently employs approximately 200 people.  The Orangeburg
plant has added 40,000 square feet in the past five years.

Federal-Mogul is a world leader in developing and manufacturing
friction materials for brake applications in the automotive,
heavy-duty truck and rail industries.  The company has
consistently invested in new equipment and processes, and in
October 2002, opened a state-of-the-art technical center in
Plymouth Township, Michigan, devoted to researching, developing
and testing advanced automotive brake pads and linings.
Federal-Mogul operates 25 friction manufacturing and technical
centers worldwide.

Federal-Mogul is a global supplier of automotive components and
sub-systems serving the world's original equipment manufacturers
and the aftermarket.  The company utilizes its engineering and
materials expertise, proprietary technology, manufacturing
skill, distribution flexibility and marketing power to deliver
products, brands and services of value to its customers.
Federal-Mogul is focused on the globalization of its teams,
products and processes to bring greater opportunities for its
customers and employees, and value to its constituents.
Headquartered in Southfield, Michigan, Federal-Mogul was founded
in Detroit in 1899 and today employs 47,000 people in 24
countries.  For more information on Federal-Mogul, visit the
company's Web site at http://www.federal-mogul.com


FELCOR LODGING: Declares Q1 Pref. Dividends Payable on April 30
---------------------------------------------------------------
FelCor Lodging Trust Incorporated (NYSE: FCH), with a corporate
credit rating at B+, and the nation's second largest hotel real
estate investment trust (REIT), announced its first quarter
preferred dividends.  FelCor will pay a dividend of $0.4875 per
share on its $1.95 Series A Cumulative Convertible Preferred
Stock and $0.5625 per depositary share evidencing its 9% Series
B Cumulative Redeemable Preferred Stock.  The first quarter
dividends will each be payable on April 30, 2003, to
stockholders of record on April 15, 2003.

FelCor announced the suspension of its common dividend on
February 4, 2003, and does not expect to pay a common dividend
during 2003.  FelCor's decision on future dividends on its
preferred stock will be made quarterly, based on hotel operating
results and its then estimates of the minimum distributions
required to maintain the Company's REIT status.

FelCor is the nation's second largest lodging REIT and the
largest owner of full service, all-suite hotels.  FelCor's
consolidated portfolio is comprised of 169 hotels, located in 35
states and Canada.  FelCor owns 77 full service, all-suite
hotels, and is the largest owner of Embassy Suites(R) and
Doubletree Guest Suites(R).  FelCor's portfolio also includes 83
hotels in the upscale and full service segments.  FelCor has a
current market capitalization of approximately $2.7 billion.
Additional information can be found on the Company's Web site at
http://www.felcor.com


FLEMING COMPANIES: Needs More Financing to Fulfill Obligations
--------------------------------------------------------------
Fleming Companies, Inc. (NYSE: FLM) announced that it is engaged
in discussions with alternative financing sources and its
vendors regarding the Company's near-term liquidity constraints.
Based on discussions with its lenders, the Company does not
expect to reach closure on an amendment to its credit facility
and now believes that additional near-term financing is
necessary to permit the Company to continue to fulfill its
obligations on a timely basis.

Peter Willmott, Fleming's Interim President and Chief Executive
Officer, said, "Our management and associates are committed to
working closely with our vendors to meet the continuing needs of
our mutual retail customers."

The Company will file the necessary documentation with the
Securities and Exchange Commission to obtain a 15-day extension
of the March 28, 2003 due date for the filing of its Annual
Report on Form 10-K for the fiscal year ended December 28, 2002.
The extension of time is necessary to permit the Company to
properly account for and assess the significant business changes
affecting the Company. Although the conclusions that will result
from the Company's ongoing assessment of these issues and the
related Audit and Compliance Committee investigation are not yet
complete, it is likely that the Company will restate certain of
its historical financial statements and related disclosures
previously filed with the SEC.

Unless the Company is able to obtain sufficient alternative
financing, the Company now believes that its 2002 financial
statements will likely include a going concern uncertainty.

Fleming has settled all pre-petition and post-petition disputes
with Kmart relating to Kmart's bankruptcy filing and the
subsequent termination of the parties' supply agreement. The
bankruptcy court entered an order approving the settlement on
March 25, 2003 and Fleming received $37 million in cash payments
thereunder earlier today.

Fleming also announced the completion of the sale of three of
its retail stores located in the Salt Lake City, Utah market and
two of its retail stores in the El Paso, Texas market to
Albertsons.

                       About Fleming

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


FOCAL COMMS: Files Amended Joint Plan of Reorganization in Del.
---------------------------------------------------------------
Focal Communications Corporation (OTC Bulletin Board: FCOMQ), a
leading national communications provider of local phone and data
services, announced that it filed its Amended Joint Plan of
Reorganization and Disclosure Statement with the United States
Bankruptcy Court for the District of Delaware.

Focal also announced that the $110 million 8% senior secured
convertible noteholders (senior secured convertible noteholders)
have reached an agreement in principal on the basic economic
terms contained in the Plan with the Official Committee of
Unsecured Creditors, which includes representatives of unsecured
bondholders holding approximately $250 million of Focal's public
debt. As previously announced, the Company already has
agreements in place to exchange approximately $110 million of
its senior secured convertible notes into preferred equity, and
has prepaid $15 million under its senior secured bank credit
facility as part of its pre-negotiated Chapter 11 filing.

The major terms of the agreement between the senior secured
convertible noteholders and the Committee of Unsecured Creditors
provide that at the effective date of the Plan of
Reorganization:

    -- $65 million of preferred equity will be distributed 85
       percent pro rata to senior secured convertible noteholders
       and 15 percent pro rata to general unsecured creditors
       including the unsecured bondholders;

    -- General unsecured creditors, including the unsecured
       bondholders, will receive their pro rata share of 3-Year
       and 5-Year warrants to purchase up to twenty-five percent
       of common stock of the reorganized Company;

    -- The Board of Directors of the reorganized Company will
       consist of nine members, including five representatives
       designated by the senior secured convertible noteholders,
       two independent members, one representative designated by
       the general unsecured creditors, and Focal's chief
       executive officer; and

    -- Existing preferred and common shareholders and warrant
       holders will receive no distribution.

"The reorganization process has proceeded smoothly to date and
we have continued to benefit from the strong backing of our
corporate and wholesale customers," stated Kathleen Perone,
Focal's president and chief executive officer. "Additionally, we
have been fortunate to have the support of our senior bank
lenders and senior secured convertible noteholders from the very
beginning of our reorganization process. The agreement that has
been reached between the senior secured convertible noteholders
and the Official Committee of Unsecured Creditors is yet another
giant step toward the successful completion of our
reorganization."

Perone continued, "The Plan, if confirmed, will eliminate
approximately $375 million of debt from our balance sheet. We
expect to emerge from this process as a stronger, more
competitive company, continuing our focus on providing industry-
leading service to large corporate and wholesale customers."

The proposed Plan of Reorganization calls for Focal to maintain
its presence in all of its 23 markets and to continue to offer
all of its current voice and data services, with the exception
of its Digital Subscriber Line (DSL) service. Focal's primary
objective, unchanged under the Amended Plan, is to become the
provider of choice to communications-intensive customers in its
target markets for voice and data services.

Focal also announced that it expects that a hearing will be held
in early April to approve the Company's Disclosure Statement.

                            About Focal

Focal Communications Corporation -- http://www.focal.com-- is a
leading national communications provider. Focal offers a range
of solutions, including local phone and data services, to
communications-intensive customers. Approximately half of the
Fortune 100 use Focal's services in 23 top U.S. markets.


GEORGIA-PACIFIC: Board Names Lee Thomas Chief Operating Officer
---------------------------------------------------------------
Georgia-Pacific Corp.'s (NYSE: GP) board of directors named Lee
M. Thomas the company's chief operating officer and realigned
other key executive management responsibilities and reporting
assignments for three of its business segments, effective
immediately.

In his expanded role as Georgia-Pacific president and COO,
Thomas, 58, will continue reporting to A.D. "Pete" Correll, 61,
Georgia-Pacific chairman and chief executive officer, add more
business group responsibilities and continue leading major staff
functions for the company.

Steven J. Klinger, 44, president - packaging, will become
executive vice president and president - packaging, and will add
responsibilities for the company's containerboard manufacturing
and sales to his current responsibilities for packaging
operations and sales.

David J. Paterson, 48, executive vice president - pulp and
paperboard, will become executive vice president and president -
building products.  As head of the company's building products
businesses, Paterson will lead the officer group that formerly
reported to Thomas.  These businesses include chemical, gypsum,
industrial wood products, lumber and structural panels
manufacturing, and building products distribution.

George W. Wurtz, 46, executive vice president - paper and
bleached board, will become executive vice president and
president - pulp and paper, and will add responsibilities for
pulp manufacturing and sales, as well as the company's recycling
group, Harmon Associates, to his existing responsibilities for
Georgia-Pacific's paper, bleached board and kraft operations.

"The steps we are taking to realign our executive management
team begin a deliberate and orderly transition process into the
future for this company's leadership," Correll noted.  "Through
this course of action and with additional actions over the next
several years, Lee and I will be working to ensure that the next
generation of Georgia-Pacific's leaders emerge at the forefront
of operating our company's businesses and guide these segments'
strategies and performances."

In the new executive management alignment, Paterson and Klinger
will report to Thomas and Wurtz will continue reporting to
Correll.

Also continuing to report to Correll is the management team for
Georgia- Pacific's consumer products group, including Michael C.
Burandt, 58, who has been named executive vice president and
president - North American consumer products; and John F.
Lundgren, 51, president - European consumer products; as well as
Danny W. Huff, 52, executive vice president - finance and chief
financial officer, and James F. Kelley, 61, executive vice
president and general counsel.

Thomas was named president - Georgia-Pacific in September 2002.
In his new role as COO and in addition to his responsibilities
for building products and adding the packaging group, Thomas
will continue to oversee the company's wood and fiber
procurement as well as the staff functions of human resources,
information technology, environmental affairs, government
affairs, strategic sourcing, and other corporate and
administrative services.  Over time, additional business
segments will report to the COO.

In addition, the company announced that Christian Fischer, 39,
currently vice president - containerboard sales, was promoted to
senior vice president - packaging sales and logistics.  He will
continue to report to Klinger. Further, James E. Moylan, Jr.,
executive vice president - composite panels and distribution,
has departed Georgia-Pacific to seek a position outside the
company that would utilize his chief financial officer
background and skills. Moylan had been hired by Georgia-Pacific
last year to perform anticipated CFO duties for the building
products and distribution group upon the company's separation.

Headquartered at Atlanta, Georgia-Pacific is one of the world's
leading manufacturers of tissue, packaging, paper, building
products, pulp and related chemicals.  With 2002 annual sales of
more than $23 billion, the company employs approximately 65,000
people at 400 locations in North America and Europe.  Its
familiar consumer tissue brands include Quilted Northern(R),
Angel Soft(R), Brawny(R), Sparkle(R), Soft 'n Gentle(R), Mardi
Gras(R), So-Dri(R), Green Forest(R) and Vanity Fair(R), as well
as the Dixie(R) brand of disposable cups, plates and cutlery.
Georgia-Pacific's building products distribution segment has
long been among the nation's leading wholesale suppliers of
building products to lumber and building materials dealers and
large do-it-yourself warehouse retailers.  For more information,
visit http://www.gp.com.

As reported in the Troubled Company Reporter's January 31, 2003
edition, Fitch Ratings has lowered the senior unsecured long-
term debt
ratings of Georgia-Pacific to 'BB' from 'BB+' and withdrawn the
company's commercial paper rating. The Rating Outlook remains
Negative. The 'BB' rating applies to the company's recent issues
of 8-7/8% due 2010 and 9-3/8% due 2013.

This rating action is based on the continuing poor market
conditions prevailing in the company's Building Products
segment, an uncertain outlook for containerboard and packaging
and the competitive environment in retail tissue. In combination
with ongoing asbestos exposure and a low probability of
immediate asset sales, Fitch believes the company's
de-leveraging efforts have been pushed back.


GENUITY INC: Wants Plan Filing Exclusivity Extended until July 2
----------------------------------------------------------------
William F. McCarthy, Esq., at Ropes & Gray, in Boston,
Massachusetts, informs the Court that the principal activity of
the Genuity Inc. Debtors in the two months following the
Petition Date was consummating a sale of substantially all of
their assets.  A rapid sale was the centerpiece of the Debtors'
liquidation strategy, because their operations were not cash
flow positive. At the same time, these Debtors, unlike many
other bankruptcy telecommunications companies, had a large
amount of cash that could be distributed to creditors if that
cash was not squandered.  As a result, the Debtors embarked on
these cases with an all-out effort to consummate the proposed
sale to Level 3.

Mr. McCarthy relates that the sale was far more complex because
telecommunications businesses like the Debtors' are, in large
part, a massive web of contractual relationships.  When this
business is sold, the vast bulk of what is sold is the
contracts, both customer and vendor relationships.  Even the
"hard" assets, consisting of fiber-optic cable and
telecommunications equipment, are often located on leased
facilities or provided by equipment lease to the Debtors.  As a
result, this sale involved the assumption and assignment of well
over 10,000 executory contracts.  In addition to these
complexities, there was a major litigation campaign initiated by
one creditor, Deutsche Bank, to derail the sale to Level 3.  As
a result, the Debtors' management and advisors had a near-
complete focus on the Level 3 Sale until it closed in early
February.

Mr. McCarthy tells the Court that completing the sale was an
absolutely essential part of an orderly liquidation.  The
Debtors completed the complex sale as rapidly as possible,
without continuing any sale hearings and closing on the first
day after expiration of the appeal period.  Nonetheless, the
sale efforts consumed two-and-a-half months, leaving no time for
the Debtors to contemplate formulating its chapter 11 plan.

Section 1121(b) of the Bankruptcy Code provides for an initial
period of 120 days after the commencement of a Chapter 11 case
during which a debtor has the exclusive right to propose and
file a Chapter 11 plan.  Section 1121(c)(3) of the Bankruptcy
Code provides that if the debtor files a plan within the 120-day
Exclusive Filing Period, it has a period of 180 days after the
commencement of the cases to obtain acceptance of such plan,
during which time competing plans may not be filed.

Accordingly, the Debtors sought and obtained a Court order
extending their Exclusive Periods.  The Debtors now have until
July 2, 2003 to file a plan and August 31, 2003 to solicit
acceptances of that plan.

With the Level 3 Sale closed, Mr. McCarthy assures the Court
that the Debtors are immediately turning to the plan process.
The Debtors have established April 18, 2003 as the bar date in
these cases.  Plan drafting has also begun.

Mr. McCarthy contends that it will take the Debtors some time to
file the plan since there are significant complexities in these
cases.  Mr. McCarthy notes that there are numerous intercompany
claims among the 15 Debtors, and some parties have raised the
question of whether there should be substantive consolidation of
these cases.  Analyzing intercompany and consolidation issues,
and attempting to find ways to resolve any disputes, will be a
matter of some complexity.  Under these circumstances, the
Debtors believe that no party could formulate and seek
confirmation of a Chapter 11 plan in a short period, except a
plan that would prompt large amounts of litigation about matters
that might be resolved consensually through the orderly process
contemplated by the Bankruptcy Code.

Furthermore, because of the structure of the Level 3 Sale, Mr.
McCarthy insists that as a practical matter, the Debtors cannot
make any liquidating plan effective until early August 2003.
Under the terms of the Level 3 Sale, Level 3 has a period of 90
days post-Closing to determine whether to request that the
Debtors assume or reject numerous executory contracts.  With
respect to contracts that Level 3 does not desire to assume, the
terms of the Level 3 Sale permit Level 3 to require the Debtors
not to reject these agreements until 180 days after the Closing
or August 5, 2003, and to maintain the agreement until that time
for Level 3's benefit, pursuant to a transition services
agreement.  Because executory contracts must generally be
assumed or rejected prior to the effective date of a plan, these
post-closing provisions of the Level 3 Sale have the practical
result of preventing a plan from becoming effective until early
August. Moreover, delays in the filing and resolution of
rejection claims may impact negotiations among the parties
regarding the consolidation issues.

Mr. McCarthy asserts that the extension of the Exclusive Periods
will afford the Debtors and all other parties-in-interest an
opportunity to develop fully the grounds on which serious
negotiations toward a Chapter 11 plan may take place.  Affording
the Debtors a full opportunity to undertake an extensive review
and analysis of their remaining assets, and the claims asserted
against them, so that they may develop a plan that satisfies the
requirements of Chapter 11 and will not harm the Debtors'
creditors.  Terminating the Exclusive Periods before this
process is complete and the process of negotiation has been
developed fully, however, would defeat the very purpose of
Section 1121 of the Bankruptcy Code -- to afford the Debtors a
meaningful and reasonable opportunity to negotiate with
creditors and propose and confirm a consensual plan. (Genuity
Bankruptcy News, Issue No. 9; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


GLOBAL CROSSING: Releases Operating Results for January 2003
------------------------------------------------------------
Global Crossing filed a Monthly Operating Report with the U.S.
Bankruptcy Court for the Southern District of New York, as
required by its Chapter 11 reorganization process.

For continuing operations in January 2003, Global Crossing
reported consolidated revenue of approximately $236 million.
Consolidated access and maintenance costs were reported as $181
million, while other operating expenses were $66 million.

"In January, we continued to manage costs of the business and
our cash levels," said John Legere, Global Crossing's chief
executive officer. "We also began to strategically grow our
sales force, which we believe will contribute favorably to
Global Crossing's top line growth."

Global Crossing reported a consolidated cash balance of
approximately $668 million as of January 31, 2002. The cash
balance is comprised of approximately $287 million in
unrestricted cash, $331 million in restricted cash and $50
million of cash held by Global Marine.

Global Crossing reported a consolidated net loss of $93 million
for January 2003. Consolidated EBITDA was posted at a loss of
$11 million.

The MOR reports revenue and cash balances according to generally
accepted accounting principles in the United States of America
(US GAAP). US GAAP revenue includes revenue from sales of
capacity in the form of indefeasible rights of use (IRUs) that
occurred in prior periods, recognized ratably over the lives of
the relevant contracts. Beginning on October 1, 2002, Global
Crossing ceased recognizing revenue from exchanges of leases of
capacity.

As discussed more fully in the footnotes to the financial
statements contained in the MORs, Global Crossing has not yet
filed its Annual Report on Form 10-K for the year ended December
31, 2001. On November 25, 2002, the United States Trustee
appointed Martin E. Cooperman, a partner of Grant Thornton LLP,
as the Examiner in Global Crossing's bankruptcy proceedings. In
general, the Examiner's role is limited to reviewing the
financial statements of the Global Crossing companies in
bankruptcy for the fiscal years ended December 31, 2001 and 2002
and earlier periods if any restatement of those periods is
necessary. As part of his role, the Examiner, with the
assistance of Grant Thornton LLP, will audit any revised
financial statements and issue a report as to such financial
statements. Separately, on January 8, 2003, Grant Thornton was
appointed as independent auditors of Global Crossing effective
as of November 25, 2002. The Examiner's first interim report to
the Bankruptcy Court was filed on February 24, 2003.

Certain matters relating to Global Crossing's accounting for,
and disclosure of, concurrent transactions for the purchase and
sale of telecommunications capacity between Global Crossing and
its carrier customers are being investigated by the Securities
and Exchange Commission (SEC) and other governmental
authorities. In addition, the U.S. Department of Labor is
conducting an investigation into the administration of Global
Crossing's benefit plans. These and other investigations are
described more fully in footnote one to the financial statements
contained in the January MOR.

On October 21, 2002, Global Crossing announced that it would
restate certain financial statements previously filed with the
SEC. These restatements, which are more fully described in
footnote one to the financial statements contained in the
January MOR, will record exchanges between carriers of leases of
telecommunications capacity at historical carryover basis,
resulting in no recognition of revenue. Reflecting this
accounting treatment, the January MOR excludes amounts
previously recognized as revenue over the lives of the lease
contracts governing these capacity exchanges. The restatements
have no impact on cash flow.

As previously announced, Global Crossing's net loss for the
three months ended December 31, 2001, which has not yet been
reported pending the completion of the audit of financial
statements for 2001, is expected to reflect the write-off of the
remaining goodwill and other intangible assets, which total
approximately $8 billion. Furthermore, as previously disclosed,
Global Crossing has determined that it will write down its
tangible assets in light of the terms contained in the
previously announced agreement with Hutchison Telecommunications
and Singapore Technologies Telemedia, and the bankruptcy filings
of Asia Global Crossing and its subsidiary, Pacific Crossing
Ltd. Global Crossing is in the process of evaluating its cash
flow forecasts and other pertinent data to determine the amount
of the impairment of its long-lived tangible assets. The
impairment is now anticipated to be at least $7 billion, an
estimate that excludes any amounts attributable to the
restatement of exchanges of capacity leases described above and
excludes any impairment attributable to the assets of Asia
Global Crossing and its subsidiaries, which Global Crossing
deconsolidated effective November 18, 2002. The financial
information included within this press release and the January
MOR reflects the restatement of exchanges of capacity leases as
described above and the $8 billion write-off of all of the
goodwill and other identifiable intangible assets, but does not
reflect any write-down of tangible asset value. Accordingly, the
net loss of $93 million for the month of January 2003 would have
been reduced substantially if the financial statements in the
January MOR had reflected the reduction in depreciation and
amortization expense resulting from this tangible asset write-
down. The write- off of the intangible assets and the write-
downs of tangible assets are described more fully in the January
MOR.

                   ABOUT GLOBAL CROSSING

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

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

On November 17, 2002, Asia Global Crossing Ltd., a majority-
owned subsidiary of Global Crossing, and its subsidiary, Asia
Global Crossing Development Co., commenced Chapter 11 cases in
the United States Bankruptcy Court for the Southern District of
New York and coordinated proceedings in the Supreme Court of
Bermuda, both of which are separate from the cases of Global
Crossing. Asia Global Crossing has announced that no recovery is
expected for Asia Global Crossing's shareholders. Asia Netcom, a
company organized by China Netcom Corporation (Hong Kong) on
behalf of a consortium of investors, has acquired substantially
all of Asia Global Crossing's operating subsidiaries except
Pacific Crossing Ltd., a majority-owned subsidiary of Asia
Global Crossing that filed separate bankruptcy proceedings on
July 19, 2002. Global Crossing no longer has control of or
effective ownership in any of the assets formerly operated by
Asia Global Crossing.

Visit http://www.globalcrossing.comfor more information about
the company.


GLOBIX CORP: Issues Q1 Results & Buys Back 13% of Senior Notes
--------------------------------------------------------------
Globix Corporation (OTCBB:GBXX) reported financial results for
its first quarter of fiscal year 2003, which ended December 31,
2002, as well as financial results for its fiscal year 2002
which ended September 30, 2002. Globix also announced that it
had purchased approximately 13% of its Senior Notes through
February 2003.

Revenues for the first fiscal quarter of 2003 were $16.5
million, which was $6.9 million, or 30% less than the same
period in 2002. The company also reported that cost of revenues
in the first fiscal quarter of 2003, however, was reduced 42% to
$5.6 million from the same period in 2002, and that sales,
general & administrative costs in the first fiscal quarter of
2003 were reduced 52% to $11.9 million relative to the same
period a year earlier, reflecting the impact of the company's
Chapter 11 restructuring and cash management efforts. Globix and
two of its wholly owned subsidiaries filed for Chapter 11
bankruptcy protection in March 2002, and emerged from bankruptcy
on April 25, 2002.

Loss from operations was approximately $4.8 million for the
first fiscal quarter of 2003, compared to $23 million for the
same period a year earlier. For the fiscal quarter, net loss
attributable to common shareholders was $5.3 million, or $.32
per share based on 16,460,000 common shares outstanding at the
end of the quarter. For the same period a year earlier, the net
loss attributable to common shareholders was $43.5 million or
$1.11 per share based on 38,979,005 common shares then
outstanding.

                       About Globix

Globix (http://www.globix.com)is a leading provider of managed
infrastructure services for business customers. Globix delivers
applications and services via its secure Data Centers, high-
performance global Tier 1 IP backbone, content delivery network,
and its technical professionals. Globix provides businesses with
technology resources and the ability to deploy, manage and scale
mission-critical Internet-based operations for optimum
performance and cost efficiency.


GRUMMAN OLSON: Gets OK to Hire Murphy Group for Financial Advice
----------------------------------------------------------------
Grumman Olson Industries, Inc., sought and obtained authority
from the U.S. Bankruptcy Court for the Southern District of New
York to hire The Murphy Group as its Financial Consultants.

The Murphy Group and its employees will perform certain services
typically performed by a controller, including assisting in the
processing of the payroll, accounts payable, billing,
collecting, and accounts receivable of the Debtor and preparing
internal financial reports for management of the Debtor.

The Murphy Group will be paid at an hourly rate of $150 for the
services rendered by Thomas Murphy.  At this time, The Murphy
Group intends to provide one other accountant at the rate of $42
per hour. Although The Murphy Group does not anticipate
furnishing any additional employees, The Murphy Group will be
paid for each such employee at a mutually agreed hourly rate,
but not to exceed $150. The Murphy Group estimates that its
total fees and expenses will average approximately $30,000 per
month.

Grumman Olson Industries, Inc., 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: Retains Ordinary Course Professionals
--------------------------------------------------------
Hawaiian Airlines, Inc., sought and obtained approval from the
U.S. Bankruptcy Court for the District of Hawaii to continue the
employment of the professionals it utilizes in the ordinary
course of its business.

The Debtor relates that in the day-to-day performance of their
employees, they regularly call upon certain professionals,
including attorneys, accountants, actuaries, consultants and
third party contractors, to assist them in carrying out their
assigned responsibilities.  The Debtor cannot simply operate its
business soundly unless it be allowed to retain their Ordinary
Course Professionals in this chapter 11 proceeding.

The Debtor further explain that uninterrupted services of the
Ordinary Course Professionals are vital to the Debtor's
continuing operations and its ultimate ability to reorganize.
If the expertise and background knowledge of the Ordinary Course
Professionals in the particular areas are lost, the estate would
undoubtedly incur additional and unnecessary expenses because
the Debtor would be forced to retain other professionals without
such background and expertise.

The Debtor assures the Court that the retained Ordinary Course
Professionals will not be involved in the administration of the
chapter 11 case, but will provide services in connection with
the Debtor's ingoing business operations or services ordinarily
provided by in-house counsel to a corporation.

The Court allows the Debtor to employ the Ordinary Course
Professionals, provided that an Ordinary Course Professional's
aggregate fees will not exceed $10,000 in a single month or
$150,000 for the duration of this case.

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.


HAYES LEMMERZ: Moves to Extend Solicitation Deadline To April 4
---------------------------------------------------------------
Hayes Lemmerz International, Inc. (OTC: HLMMQ) announced that,
at the request of certain creditors, it has moved to extend the
deadline for submitting votes on its Plan of Reorganization from
March 28, 2003, to April 4, 2003. The extension covers two
classes of its creditors (holders of the pre-petition credit
facility secured claims and holders of synthetic facility
secured claims) and provides these creditors additional time to
complete their evaluation of the Plan of Reorganization.

The Company intends to continue to work with its key creditor
constituents and is optimistic that these discussions will
result in a consensus regarding the Plan. A hearing to confirm
the Plan is scheduled before the Bankruptcy Court on April 9,
2003.

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

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


INTERLASE: Accuses Spectranetics of Breaching Patent Agreement
--------------------------------------------------------------
The Spectranetics Corporation (Nasdaq: SPNC) announced that the
Special Receiver for Interlase, LP filed a complaint in the
United States District Court for the Eastern District of
Virginia claiming Spectranetics is in breach of a patent license
agreement entered into in 1993 and is infringing the patents
that are the subject of the license agreement. In the complaint,
Interlase claims an amount in controversy in excess of $1
million, exclusive of interest and costs, in addition to certain
other forms of relief, such as treble damages, a declaratory
judgment and injunctive relief. The claims for relief all relate
to royalties allegedly owed to or due Interlase in the future
associated with certain lead removal products and certain
services the Company provides to its customers.

Interlase's complaint is in apparent response to a complaint
filed by Spectranetics in November 2002 in the United States
District Court in Denver, Colorado seeking a declaratory
judgment that: (1) Spectranetics and the products at issue do
not infringe patents that are the subject of the Agreement; and
(2) Spectranetics does not owe any additional sums as contended
by the licensor under the terms of the agreement and the
licensor does not have the right to terminate the agreement as a
result of its improper claims. At the time it filed its
complaint, Spectranetics established an escrow account and
funded it with the alleged royalties due of $1.1 million. The
escrow funds are payable to the prevailing party upon resolution
of the dispute or to Spectranetics if the dispute is not
resolved within two years of the establishment of the escrow
account.

Interlase has been in receivership since September 1998 under
the supervision of a state court in Virginia. In addition,
because the general partner of Interlase, Lucre Investments,
Ltd., filed a voluntary chapter 7 petition on behalf of
Interlase in 1999, there is also a pending bankruptcy proceeding
in the United States Bankruptcy Court in the Eastern District of
Virginia.

John G. Schulte, president and chief executive officer
commented: "We believe that lead removal products and service
revenue are clearly outside the scope of the license agreement.
We look forward to a ruling from a Court with jurisdiction and,
until then, will vigorously defend our position on this matter
and pursue resolution of the complaint we filed in Colorado."

                     About Spectranetics

Spectranetics is a medical device company that develops,
manufactures and markets single-use medical devices used in
minimally invasive surgical procedures within the cardiovascular
system in conjunction with its proprietary excimer laser system.
The company's CVX-300(R) excimer laser is the only system
approved by the FDA for multiple cardiovascular procedures,
including coronary atherectomy, the treatment of in-stent
restenosis prior to radiation therapy and the removal of
problematic pacemaker and defibrillator leads. The company is
currently conducting two investigational trials designed to
obtain FDA approval to market products in the United States for
additional applications. The LACI (Laser Angioplasty to treat
Critical Limb Ischemia) trial tests laser atherectomy to improve
circulation to the lower leg. The PELA (Peripheral Excimer Laser
Angioplasty) trial deals with blockages in arteries in the upper
leg. Nearly all of the company's FDA- approved and
investigational applications have received Communautes
Europeennes (CE) mark registration for marketing within Europe.
Spectranetics received regulatory approval from the Ministry of
Health and Welfare to market its laser and various sizes of its
Extreme(R) and Vitesse(R) C coronary catheters in Japan in
October of 2001, and is currently pursuing reimbursement
approval there.


INTERMEDIA MARKETING: Voluntarily Delists Securities From OTCBB
---------------------------------------------------------------
Intermedia Marketing Solutions, Inc. (OTC Bulletin Board: IMMM),
an integrated multimedia marketing-solutions company, announced
that the Company filed to voluntarily delist its securities with
the OTC Bulletin Board.  Under the SEC's rules, a company with
fewer than 300 record holders may voluntarily terminate the
registration of its securities.  The Company's duty to file
periodic reports such as 10QSB's and 10KSB's is "suspended"
immediately upon filing.  After delisting, the Company may be
included in the Pink Sheets, a quotation service that does not
require companies to file periodic reports with the SEC.

Douglas Campbell, Chairman of the Board, said, "There were a
number of elements that led to our decision to deregister the
Company's shares.  The firm's current market price, historic
lack of liquidity, absence of any institutional research
coverage and the expenses associated with filing with the SEC
were among the most prominent.  We do not expect that this
action will have any material effect on the operations of the
Company.  We intend to continue to update our shareholders
through press releases and postings on our Website at
http://www.intermediamarketingsolutions.com."

He continued to say, "Based on the trading range of our stock
price over the past year, we have been unable to use the stock
as currency in acquisitions.  Further, the depressed price has
prevented us from accessing the public markets to raise
additional financing.  Those two elements represent the primary
benefits of being a public company.  Without the benefits of
being a public company, it seemed counterproductive to absorb
the costs associated therein."


INTERNATIONAL PAPER: Plans to Sell 1.5 Mil. Acres of Forestland
---------------------------------------------------------------
International Paper (NYSE: IP) announced plans to sell
approximately 1.5 million acres of southern U.S. forestland over
the next five years through Southeast Timber Inc., a company
controlled by International Paper, with an interest held by a
private investor.  This company will be International Paper's
primary vehicle for selling southern forestland over the next
five years.  As part of this plan, International Paper
transferred these acres to Blue Sky Timber Properties, LLC, a
subsidiary of Southeast Timber Inc.

This transaction has no immediate earnings impact on
International Paper. Earnings will be recognized by
International Paper when forestland parcels are sold to
unaffiliated third parties, and the forestland will continue to
be reflected on International Paper's consolidated balance sheet
until subsequently sold.  The private investor's interest will
be reflected as a component of minority interest liability on
International Paper's consolidated balance sheet.

"International Paper routinely sells and buys forestland in the
ordinary course of our business," said George O'Brien,
International Paper senior vice president of Forest Products.
"As a result of various acquisitions over the past decade, the
company now has nine million acres of land in the United States,
which we believe is more than required to support our
manufacturing facilities.  Land sales through Blue Sky will help
us maximize proceeds and capture significant transaction
efficiencies."

International Paper did not disclose the estimated retail value
of the acres or the specific acreage to be sold per state within
the southern region. The lands held by Blue Sky Timber
Properties will continue to be managed by International Paper
under the principles of the Sustainable Forestry Initiative(R)
program.

International Paper (http://www.internationalpaper.com),whose
preferred stock is rated 'BB+' by Standard & Poor's,  is the
world's largest paper and forest products company.  Businesses
include paper, packaging, and forest products.  As one of the
largest private forest landowners in the world, the company
manages its forests under the principles of the Sustainable
Forestry Initiative program (SFI(R)), a system that ensures
the continual planting, growing and harvesting of trees while
protecting wildlife, plants, soil, air and water quality.
Headquartered in the United States, International Paper has
operations in over 40 countries and sells its products in more
than 120 nations.


IT GROUP: Enters into Settlement Deal with U.S. Navy
----------------------------------------------------
Debtors IT Corporation and OHM Remediation Services entered into
five contracts with the Naval Facilities Contracts Office, Naval
Facilities Engineering Command of the United States Navy, to
clean hazardous waste sites located at various Department of the
Navy and Marine Corps activities.

As part of the Asset Purchase Agreement, The Shaw Group
purchased the receivables related to the Contracts and the
Debtors granted Shaw a special Power of Attorney to act on their
behalf with regard to those purchased assets.  Pursuant to the
terms of the Asset Purchase Agreement, the Contracts are
completed projects. There are no open or unpaid accounts payable
on any of the Contracts.

But in spite of the fact that they are physically complete and
are in various stages of the close-out process, 69 task orders
from the Contracts remain open.  The Navy has submitted Proof of
Claim No. 4119 for $1,154,802 in these Chapter 11 cases under
the Contracts.

Consequently, the Debtors, Shaw Environmental, Inc., and the
Navy reached a global settlement to close out the remaining 69
task orders and liquidate any and all outstanding debts or
receivables between them.

In a Court-approved settlement agreement, the parties agree
that:

A. Settlement Payment

     Shaw will pay $100,000 to the Navy as settlement under the
     Contracts.  Upon receipt of the payment, the Navy will
     withdraw with prejudice its Claim against the Debtors.  The
     payment will be inclusive and in full and complete
     satisfaction of all debts that the Debtors or the Navy owe
     to each other under the Contracts.

B. Task Order Modifications

     Shaw will modify each of the outstanding task orders
     incorporating the Settlement Agreement and execute a release
     discharging the government, its officers, agents, and
     employees from all liabilities, obligations and claims
     arising out of or under the Contracts.

C. Discharge

     Upon payment of the settlement amount, the Debtors will
     release the government from any and all liabilities under
     the Contracts.  All the Debtors' obligations under the
     Contracts will cease. (IT Group Bankruptcy News, Issue No.
     26; Bankruptcy Creditors' Service, Inc., 609/392-0900)


JASON INC: S&P Withdraws B+ Rating at Company's Request
-------------------------------------------------------
Standard & Poor's Ratings Services withdrew its public 'B+'
corporate credit and bank loan ratings on privately held Jason
Inc., at the company's request. The Milwaukee, Wisconsin-based
company is an industrial manufacturer with five businesses
serving the motor vehicle and industrial markets.


LTV CORP: Minnesota DOR Moves for Lift Stay to Setoff Refunds
-------------------------------------------------------------
After many extensions of a response date, Craig R. Anderson,
Assistant Attorney General, representing the Minnesota DOR,
answers the defenses raised by LTV Steel Mining to Minnesota
DOR's Motion.

                          Mutuality

To the Debtor's argument that there is insufficient mutuality
between the tax refunds and the Debtor's taconite production tax
liability to permit production tax liabilities to be included in
the offset, the DOR argues that, in this context, the
requirement of mutuality means only that the entity to which the
Debtor owes the obligation being offset is identical to the
party possessing the claim against which the offset is applied.

In this case the Debtor's asserted pre-petition tax liability,
against which DOR proposes to offset tax refunds, consists of
four components.

These are:

         (1) a sale tax liability of $142,057 for the taxable
             period comprising December 2000;

         (2) separate, prepetition sales tax liabilities for
             taxable periods ending between June 1999 and
             December 2000 totaling $1,577,999.13;

         (3) prepetition taconite production tax liabilities
             totaling $14,885,000; and

         (4) prepetition taconite occupation tax  liabilities
             of $27,733.

LTV Steel appears to have no conceptual quarrel with DOR's
proposed offset.  However, the Debtor takes issue with inclusion
of its prepetition production tax liability in the offset for
lack of mutuality.  While, under Minnesota law, DOR is not the
ultimate recipient of the proceeds of the taconite production
tax, as this tax is paid directly to entities other than DOR,
this circumstance provides no basis for excluding the Debtor's
production tax liabilities from the proposed offset.  In this
case, the amounts due from and owed to LTV Steel both represent
state taxes.  Moreover, the distribution of the sales tax
refunds to LTV Steel and collection from the Debtor of taconite
production taxes would be overseen by the same Minnesota
governmental entity:  the DOR.  LTV Steel's argument therefore
fails.

Taconite production taxes are imposed by Minnesota statutory
law, which also provides for the collection and distribution of
the proceeds of this tax.  The statute includes a complex
formula for distribution of these proceeds to designated local
governmental units and special funds in the state treasury under
the control of the IRRRB.  The statute requires direct payment
of the tax to eligible counties or the IRRRB. However, the
Commissioner of Revenue is responsible for determining the
amount due from each taxpayer and allocating tax proceeds among
eligible recipients.  The formula for distribution of taconite
tax revenues is replete with delineations of the Commissioner's
management of the distribution process.

Furthermore, portions of the production tax proceeds must
initially be deposited in special accounts in the treasury.
Finally, when production tax receipts are delayed in collection
because the taxpayer is a debtor in bankruptcy, 50% of those
receipts are paid to St. Louis County for distribution by that
county among qualifying local governmental units, and the
remaining 50% is to be divided between the Northeast Minnesota
Economic Protection Trust Fund and the Taconite Environmental
Protection Fund.

In this elaborate scheme, the Minnesota Legislature has taken
considerable care to allocate production tax proceeds among
state and local governmental entities consistent with the
Legislature's determination as to how the benefits of the tax
should be apportioned. The Legislature has decided that
implementation of this policy will be optimized if the taxpayer
remits production tax payments directly to the governmental
units which will be the ultimate beneficiaries of those
payments.  Nonetheless, the Legislature has reserved to itself
and the Commissioner overarching control over the collection and
distribution of the production tax.  The Minnesota Supreme Court
described this process:  "The commissioner of revenue has
control over the collection and payment of the taconite tax. .
The taconite tax is a state-imposed tax, not a local tax,
controlled in part by the [IRRRB] which itself is a state
agency.  The monies raised by the tax, while they may not go
into the general fund, are public revenues of the state. . . ."

                   Sales Tax Is Not Overstated

LTV Steel argues that DOR has overstated the amount of the
Debtor's prepetition sales tax obligation and may have double-
counted LTV Steel's December 2000 sales tax liability.  LTV
Steel has commenced a state administrative appeal of the
prepetition sales tax assessment. These issues provide no basis
for the Court to decline at this time to lift the automatic stay
to permit the DOR to proceed with the offset. The DOR will, as
necessary, adjust any offset to reflect the amounts finally
determined to be due from LTV Steel as prepetition sales taxes.

                        Production Tax Cap

To the Debtor's argument that the DOR had previously agreed to
cap the Debtor's prepetition taconite production tax liability
at $14,767,634, an amount less than the asserted tax liability
of $14,885,000 reflected in DOR's claim, this contention also
does not suggest that the stay should not be lifted.  If
necessary, the DOR's offset can be adjusted to reflect the
appropriate level of LTV Steel's prepetition production tax
liabilities.

                   Adjustment of DOR's Claim

DOR's amended claim reflects both prepetition tax liabilities of
$16,632,789.13 and the DOR's proposed offsets totaling
$2,968,011.71. If this Court does not lift the stay, the DOR
asks Judge Bodoh to deem DOR's claim to request payment of LTV
Steel's entire $16,632,789.13 prepetition tax obligation less
any offsets the Court does allow. (LTV Bankruptcy News, Issue
No. 46; Bankruptcy Creditors' Service, Inc., 609/392-00900)


KENNY INDUSTRIAL: UST Appoints Official Creditors' Committee
------------------------------------------------------------
Ira Bodenstein, the United States Trustee for Region 11,
appointed a five-member Official Committee of Unsecured
Creditors in Kenny Industrial Services and its debtor-
affiliates' Chapter 11 cases:

        1. ACM Elevator Co.
           Attn: Joseph Roscoe
                 Dionne Cooper
           2293 S. Mount Prospect Road
           Des Plaines, Ill. 60018

        2. Sherwin-Williams
           Attn: Bob Draper
                 Greg Young
           101 Prospect Avenue NW
           Cleveland, Ohio 44115

        3. NLB Corp.
           Attn: Timothy G. Brooks
           29830 Beck Road
           Wixorn, Mich. 48393

        4. Five Star Safety Equipment, Inc.
           Attn: Jeffrey S. Lamz
           4N240 Cavalry Drive, Unit D
           Bloomingdale, Ill. 60108-2301

        5. O.P. LLC Spectrum Real Estate Services
           Attn: Denise M. Kasper
           414 North Orleans, Suite 610
           Chicago, Ill. 60610

Official creditors' committees have the right to employ legal
and accounting professionals and financial advisors, at the
Debtors' expense. They may investigate the Debtors' business and
financial affairs. Importantly, official committees serve as
fiduciaries to the general population of creditors they
represent. Those committees will also attempt to negotiate the
terms of a consensual chapter 11 plan -- almost always subject
to the terms of strict confidentiality agreements with the
Debtors and other core parties-in-interest. If negotiations
break down, the Committee may ask the Bankruptcy Court to
replace management with an independent trustee. If the Committee
concludes reorganization of the Debtors is impossible, the
Committee will urge the Bankruptcy Court to convert the Chapter
11 cases to a liquidation proceeding.

Kenny Industrial Services is a provider of comprehensive
industrial preservation and maintenance services, including
chemical cleaning, waste separation and minimization,
fireproofing, insulation, identification and tagging, and
concrete restoration.  The Company with its debtor-affiliates
filed for chapter 11 protection on February 3, 2003 (Bankr. N.D.
Ill. Case No. 03-04959).  James A. Stempel, Esq., and Ryan
Blaine Bennett, Esq., at Kirkland & Ellis represent the Debtors
in their restructuring efforts.  When the Company filed for
protection from its creditors, it listed $70,189,327 in total
assets and $102,883,389 in total debts.


MAGELLAN HEALTH: Engages Innisfree as Balloting Agent
-----------------------------------------------------
According to Mark S. Demilio, the Magellan Health Debtors'
Executive Vice President and Chief Financial Officer, the
Debtors' Chapter 11 cases involve two issues of publicly traded
bonds, held in up to four cusips and one issue of public equity,
with over 9,000 stockholders.  Even if the identity of all those
entitled to receive solicitation materials were easily
accessible, gathering the information would be a daunting task.
Typically, however, public securities, i.e. the Debtors' bonds,
are primarily held in "street name" by a custodian, who
maintains the identity of the individual beneficial owners on a
confidential basis.

Mr. Demilio relates that the procedures for transmitting
documents to the beneficial owners of securities require
specialized knowledge of custodial holders and the specific
measures necessary to transmit documents to beneficial owners.
In contrast with cases where public securities do not play a
prominent role, the solicitation process for the Debtors will be
complex.  Therefore, proper notice and tabulation of votes of
the Debtors' public securities is critical.

Accordingly, the Debtors seek the Court's authority to employ
Innisfree M&A Incorporated as their balloting and tabulation
agent in these Chapter 11 cases pursuant to Sections 327(a) and
328(a) of the Bankruptcy Code.

Innisfree is highly familiar with the relevant procedures and
has a specialty practice in bankruptcy solicitations involving
publicly held securities, which makes Innisfree uniquely
qualified to begin the undertaking.

According to Mr. Demilio, Innisfree is an international
counseling firm whose employees are experienced in all areas
pertaining to the solicitation and tabulation of votes of
beneficial owners of securities and other creditors and equity
security holders.  Innisfree has a state-of-the-art mailing
facility and tabulation system and is highly experienced in
dealing with the back offices of the various departments of the
banks and brokerage firms.  Innisfree Director Jane Sullivan,
who will be primarily responsible for handling the solicitation
and vote tabulation process for the Debtors, has over 15 years
experience in public securities solicitations and other
transactions, and has specialized in bankruptcy solicitations
since 1991.

As balloting agent, Innisfree will:

     A. advise the Debtors regarding all aspects of the
        solicitation of votes on the Plan, including timing
        issues, voting and tabulation procedures, and documents
        required for solicitation and voting;

     B. review the voting portions of the disclosure statement
        and ballots, particularly as they may relate to
        beneficial owners holding securities in "Street name;"

     C. work with the Debtors to request appropriate information
        from the trustee(s) of the bonds, the transfer agent of
        stock, and The Depository Trust Company;

     D. mail voting and non-voting documents to creditors and
        registered record holders of securities;

     E. coordinate the distribution of voting documents to
        "Street name" holders of securities by forwarding the
        appropriate documents to the banks and brokerage firms
        holding the securities, who in turn will forward it to
        beneficial owners for voting;

     F. distribute master ballots to the appropriate nominees so
        that firms may cast votes on behalf of beneficial owners
        of securities entitled to vote;

     G. prepare a certificate of service for filing with the
        Court;

     H. handle requests for solicitation documents from parties-
        in-interest, including brokerage firms, bank back-
        offices, and institutional holders;

     I. respond to telephone inquiries from creditors and equity
        security holders regarding the disclosure statement and
        the voting procedures;

     J. after request, confirm receipt of solicitation documents
        by individual creditors and respond to any questions
        about the voting procedures;

     K. after request, assist in the identification of the
        beneficial owners of the Debtors' bonds;

     L. receive and examine all ballots and master ballots cast
        by bondholders;

     M. tabulate all ballots and master ballots received prior to
        the voting deadline in accordance with established
        procedures; and

     N. prepare a vote certification for filing with the Court.

The Debtors believe that Innisfree will render necessary
services in an efficient and economical manner.  Innisfree also
has indicated its willingness to subject itself to the Court's
jurisdiction and supervision.

Mr. Demilio assures that the services to be rendered by
Innisfree will not duplicate the services to be provided by BSI.
Specifically, BSI will continue to serve as the Debtors' claims
agent, and, with regard to the Plan, will provide general
noticing and balloting to the Debtors' general unsecured and
secured creditors.  Innisfree, on the other hand, will assist
the Debtors in connection with the solicitation and tabulation
of votes on the Plan from classes of publicly held debt
securities entitled to vote and the distribution of documents.
The Debtors believe that this division of labor enables both
entities to focus on their relative core competencies in their
areas of expertise.  Inasmuch as BSI and Innisfree would be
performing discrete and distinct tasks, the danger of
duplication of services and attendant duplicative costs is
eliminated.

The Debtors propose to compensate Innisfree in accordance with
the Engagement Letter, which provides for these payment terms:

     A. $15,000 project fee, plus $2,000 for each issue of public
        securities entitled to vote and $1,500 for each issue of
        public securities not entitled to vote but entitled to
        receive solicitation documents.  These fees include the
        services provided to coordinate with all brokerage firms,
        banks, institutions and other interested parties,
        including the distribution of voting materials.

     B. Estimated labor charges at $1.75-$2.25 per package,
        depending on the complexity of the mailing, with a $500
        minimum.  The charge indicated assumes a package that
        would include the disclosure statement, a ballot, a
        return envelope, and one other document, and assumes that
        a window envelope will be used for the mailing, and will
        therefore not require a matched mailing.

     C. Minimum charge of $4,000 for up to 500 telephone calls
        from security holders and other creditors within a 30-day
        solicitation period.  If more than 500 calls are received
        within the period, those additional calls will be charged
        at $8 per call.  Any calls to security holders or other
        creditors will be charged at $8 per call.

     D. $100 per hour charge for the tabulation of ballots and
        master ballots, plus set-up charges of $1,000 for each
        tabulation element.  Standard hourly rates will apply for
        any time spent by senior executives reviewing and
        certifying the tabulation and dealing with special issues
        that may develop.

     E. Consulting hours will be billed at Innisfree's standard
        hourly rates or at the standard hourly rates for other
        professionals that may work on the case.  Consulting
        services by Innisfree would include the review and
        development of materials, including the disclosure
        statement, plan, ballots and master ballots;
        participation in telephone conferences, strategy meetings
        or the development of strategy relative to the project;
        efforts related to special balloting procedures,
        including issues that may arise during the balloting or
        tabulation process; computer programming or other
        project-related data processing services; visits to
        cities outside of New York for client meetings or legal
        or other matters; efforts related to the preparation of
        testimony and attendance at Court hearings; and the
        preparation of affidavits, certifications, fee
        applications, invoices and reports.

Innisfree's standard hourly rates are:

              Co-Chairman                   $400
              Managing Director             $375
              Practice Director             $325
              Director                      $275
              Account Executive             $250
              Staff Assistant               $175

     F. All out-of-pocket expenses relating to any work
        undertaken by Innisfree will be charged separately and
        will include travel costs, postage, messengers and
        couriers, expenses incurred by Innisfree in obtaining or
        converting depository participant, creditor, shareholder
        and Non-Objecting Beneficial Owners; and appropriate
        charges for supplies, In-house photocopying and telephone
        usage.

     G. To the extent requested by the Debtors, notice mailings
        to beneficial holders of debt securities held in Street
        name will be charged $5,000.  Notice mailings to other
        parties-in-interest, including registered holders of
        securities, will be charged at $0.50- $0.65 per holder,
        plus postage, assuming that labels and electronic data
        for these holders would be provided by the trustee,
        transfer agent or the claims agent, as appropriate.

Ms. Sullivan contends that Innisfree is a "disinterested person"
as defined in Section 101(14) of the Bankruptcy Code, as
modified by Section 1107(b), and neither Innisfree nor any of
its employees holds or represents any interest adverse to the
Debtors or their estates with respect to the services to be
rendered. However, Innisfree currently represent or has
represented with these parties-in-interest in the Debtors'
Chapter 11 cases in matters unrelated to these cases:

                       Relationship
     Party             To Innisfree    Relationship
     ----------------  --------------  ------------------
     AT & T Corp.      Vendor          Unsecured Creditor
     Tenet Healthcare  Client          Unsecured Creditor
     JP Morgan Chase   Bank            Secured Creditor
     HSBC Bank         Bank            Bond Trustee
     GE Capital        Secured Lender  Former Client

                            *   *   *

Judge Beatty approves the application on an interim basis.  If
any objections are timely received, the Court will convene a
final hearing on the Debtors' application on April 3, 2003.
(Magellan Bankruptcy News, Issue No. 3: Bankruptcy Creditors'
Service, Inc., 609/392-0900)


MALAN REALTY: Q4 Net Assets in Liquidation Decrease by $5.2 Mil.
----------------------------------------------------------------
Malan Realty Investors, Inc. (NYSE: MAL), a self-administered
real estate investment trust (REIT), announced that net assets
in liquidation decreased by $5.2 million to $26.4 million during
the fourth quarter ended December, 31, 2002.

As a result of the approval of a plan of complete liquidation by
its shareholders in August 2002, Malan Realty Investors adopted
the liquidation basis of accounting for all periods beginning
after September 30, 2002. On September 30, 2002, in accordance
with the liquidation basis of accounting, assets were adjusted
to estimated net realizable value, and liabilities were adjusted
to estimated settlement amounts, including estimated costs
associated with carrying out the liquidation. Accordingly, the
company no longer reports net income or funds from operations.

The decrease in net assets for the fourth quarter of 2002 was
primarily attributable to the revaluation of the company's real
estate assets, based on current trends in the retail real estate
market, resulting in a decrease of $6.3 million. Malan also had
operating income of $1.3 million for the quarter, which
partially offset the decline in net assets.

On March 19, 2003, Malan announced it has four properties under
contract and twelve properties under letters of intent for a
total value of $50.45 million. The company also said at that
time it expects to pay a distribution of approximately $3.3
million to shareholders during the fourth quarter of 2003 based
on 2002's taxable income.

Malan Realty Investors, Inc. owns and manages properties that
are leased primarily to national and regional retail companies.
The company owns a portfolio of 47 properties located in nine
states that contains an aggregate of approximately 4.4 million
square feet of gross leasable area.


MPOWER HOLDING: Reports 2002 Results from Continuing Operations
---------------------------------------------------------------
Mpower Holding Corporation (OTC Bulletin Board: MPOW), the
parent company of Mpower Communications Corp., a provider of
broadband high-speed Internet access and telephone services to
business customers, reported results of its continuing
operations for the fourth quarter and full-year ended December
31, 2002.

Mpower is in the final stages of a more than two-year financial
and operational restructuring that has eliminated all of its
long-term debt, all but $371,000 of its long-term capitalized
leases and has brought both geographic concentration and
financial strength to its business.

Mpower announced that it closed on its agreement to transition
its Texas markets to Xspedius. On March 18, the company closed
its transaction to sell its Ohio and Michigan markets to LDMI
Telecommunications. The last of these agreements, in which
Mpower is selling its Florida and Georgia markets to Florida
Digital Networks, is expected to close by the end of April.

"Closing these deals is an important step and represents
substantial progress in significantly reducing our cash burn,
strengthening our cash position and making the new Mpower
stronger," said Mpower Communications Chairman and Chief
Executive Officer Rolla P. Huff. "Once the last of these
strategic transactions is complete, we believe we will have
enough cash to fully fund our business. We expect to be EBITDA
positive by the end of June, and that our EBITDA will exceed our
capital expenditures and capitalized lease payments by the end
of this year."

Mpower's continuing operations consist of the Los Angeles, San
Diego, Las Vegas, Northern California and Chicago markets within
which Mpower provides facilities-based telecommunications
services to approximately 70,000 customers.

              Results from Continuing Operations

Under generally accepted accounting principles (GAAP), Mpower is
required to present the markets being sold as discontinued
operations in its historical financial statements for 2000, 2001
and 2002. As a result of the change to the historical
presentation, Mpower's new auditor, Deloitte & Touche LLP, was
required to re-audit the company's financial statements for the
years ended December 31, 2000 and 2001, which had been audited
by Mpower's former auditor, Arthur Andersen LLP. These re-audits
resulted in no adjustments to the company's financial
statements.

"We are extremely proud of the fact that Deloitte & Touche's
audit of our 2000 and 2001 financial statements resulted in no
adjustments to the financial statements previously audited by
Arthur Andersen," commented Mpower Communications Chief
Financial Officer Gregg Clevenger. "We believe this speaks
volumes about the integrity of our people and processes and the
overall integrity of our financial reporting."

Mpower reported $38.0 million in revenue from continuing
operations in the fourth quarter 2002, a 3.0% increase over the
third quarter of 2002 and a 19.3% increase over the fourth
quarter of 2001. The company's full-year 2002 revenue from
continuing operations was $146.1 million, growing 7.3% over
full- year 2001 revenue.

Gross margin from continuing operations increased by 4.7% to
$17.8 million, or 47.0% of revenue in the fourth quarter 2002
versus $17.0 million, or 46.2% of revenue in the third quarter
of 2002. Compared to the fourth quarter of 2001, the company's
gross margin has improved 101.2%, from $8.9 million.

Mpower's selling, general and administrative (SG&A) costs were
reduced to $23.3 million in the fourth quarter or 61.3% of
revenue, compared to 75.3% of revenue reported in the third
quarter of 2002 and 87.4% of revenue reported in the year-ago
quarter. For the full-year 2002, SG&A costs from continuing
operations were $108.4 million, down from $140.0 million in
2001.

Mpower's EBITDA loss from continuing operations in the fourth
quarter of 2002 was $5.4 million, a 49.4% sequential improvement
over the $10.7 million EBITDA loss reported in the third quarter
of 2002 and a 71.3% annual improvement over the $18.9 million
EBITDA loss reported in the fourth quarter of 2001. The
company's EBITDA loss for the full-year 2002 was $47.0 million,
a 56.3% improvement over its 2001 EBITDA loss of $107.5 million.

EBITDA represents earnings before interest, taxes, depreciation,
amortization and other non-operating items, and excludes network
optimization costs, stock-based compensation and reorganization
costs. Mpower's $5.4 million EBITDA loss in the fourth quarter
of 2002 does not include $5.0 million of depreciation and
amortization and a $6.4 million reduction of network
optimization costs. Combining these items with Mpower's EBITDA
would result in Loss from Continuing Operations of $4.1 million
in the fourth quarter of 2002. Similarly, Mpower's $47.0 million
EBITDA loss in the full-year 2002 does not include $36.6 million
of depreciation and amortization, $266.4 million of
reorganization expenses, $12.6 million of network optimization
costs, and $0.7 million of stock-based compensation. Combining
these items with Mpower's EBITDA would result in a Loss from
Continuing Operations of $363.4 million for the full-year 2002.

           About Mpower Holding Corporation

Mpower Holding Corporation (OTC Bulletin Board: MPOW) is the
parent company of Mpower Communications, a facilities-based
broadband communications provider offering a full range of data,
telephony, Internet access and Web hosting services for small
and medium-size business customers. Further information about
the company can be found at http://www.mpowercom.com


NATIONAL CENTURY: Court Authorizes Ballard Spahr's Retention
------------------------------------------------------------
The Official Committee of Unsecured Creditors, appointed in the
chapter 11 cases involving National Century Financial
Enterprises, Inc. and its debtor-affiliates, sought and obtained
the Court's authority to retain Ballard, Spahr, Andrews &
Ingersoll, LLP, nunc pro tunc to December 18, 2002, as counsel
pursuant to Rules 2014 and 5002 of the Federal Rules of
Bankruptcy Procedure and Rule 2014-1 of the Local Rules for the
Bankruptcy Courts of the Southern District of Ohio.

Committee Chairman Steven P. Rofsky tells the Court that Ballard
Spahr is expected to:

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

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

   (c) assist the Committee in analyzing the claims of the
       Debtors' creditors and in negotiating with the creditors;

   (d) assist the Committee's investigation of the acts, conduct,
       assets, liabilities, and financial condition and the
       operation of the Debtors' businesses;

   (e) assist the Committee in its analysis of, and negotiations
       with, the Debtors or any third party concerning matters
       related to the terms of a plan or plans of reorganization
       for the Debtors;

   (f) assist and advise the Committee with respect to its
       communications with the general creditor body regarding
       significant matters in these cases;

   (g) represent the Committee at all hearings and other
       proceedings;

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

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

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

Ballard Spahr 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 United
States 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. The firm
Ballard Spahr will be compensated at its standard hourly rates,
which are based on the professionals' level of experience.

At present, the hourly rates of Ballard Spahr attorneys and
professionals are:

     -- $500 for partners,
     -- $340 for counsel,
     -- $265 for associates, and
     -- $135 for legal assistants.

These hourly rates are subject to periodic firm-wide adjustments
in the ordinary course of business.  It is also the firm's
policy to charge its clients for all disbursements and expenses
incurred in the rendition of services. (National Century
Bankruptcy News, Issue No. 12; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


NATIONAL STEEL: Wants Until September 5 to Remove Actions
---------------------------------------------------------
National Steel Corporation and its debtor-affiliates ask the
Court to extend the time within which they may file notices of
removal with respect to any prepetition actions to the later of:

     (a) September 5, 2003; or

     (b) 30 days after entry of an order terminating the
         automatic stay with respect to any particular action
         sought to be
         removed.

The Debtors currently have until May 6, 2003 to make that
determination.

Mark P. Naughton, Esq., at Piper Rudnick, in Chicago, Illinois,
explains that the Debtors require additional time to determine
which of the state court actions, if any, they will remove.  Mr.
Naughton reminds the Court that the Debtors are parties to
numerous judicial and administrative proceedings currently
pending in various courts or administrative agencies throughout
the U.S. and the world.

An extension will give the Debtors sufficient opportunity to
make fully informed decisions concerning the possible removal of
the Actions, Mr. Naughton asserts.

Accordingly, Mr. Naughton assures the Court that the Debtors'
adversaries will not be prejudiced by the extension because
these adversaries may not prosecute the Actions absent relief
from the automatic stay. (National Steel Bankruptcy News, Issue
No. 27; Bankruptcy Creditors' Service, Inc., 609/392-0900)


NATIONSRENT INC: 12 Texas Taxing Units Object to Amended Plan
-------------------------------------------------------------
Twelve Texas taxing authorities argue that NationsRent Inc.
Debtors' First Amended Plan is unconfirmable:

   1. County of Denton,
   2. County of Harrison,
   3. Hallsville Independent School District,
   4. City of Waco,
   5. Waco Independent School District,
   6. La Vega Independent School District,
   7. Midway Independent School District,
   8. Bosqueville Independent School District,
   9. County of Williamson,
  10. Austin Community College,
  11. Williamson County RFM, and
  12. Leander Independent School District,

The Taxing Authorities tell the Court that the Debtors' Plan
fails to provide fair and equitable treatment for their secured
claims as required by Sections 1129(b)(1) and (2)(A) of the
Bankruptcy Code.  The Taxing Authorities object to being
provided a promissory note under Option D inasmuch as they are
governmental entities, and are entitled to have their rights
spelled out in the Plan or Confirmation Order.  They also don't
like the payment of annual installments.  The Taxing Authorities
want the Debtors to make quarterly payments.  Furthermore, they
find the interest rate proposed in the Plan unacceptable.  They
will accept no less than an 8% interest rate.

The Taxing Authorities also assert that the Debtors' taxes for
the 2003 tax year are entitled to classification and treatment
as administrative expenses under Bankruptcy Code Section 503(b).
Otherwise, the taxes for the 2003 tax year may be expressly
designated as post-confirmation debts, to be timely paid when
due, or be subject to state court collection without further
Court order.  Nevertheless, the Taxing Authorities insists that
their claims -- being administrative expenses -- are entitled
not only to the claim amount, but penalty and interest as
provided under Section 503.  The administrative expense taxes
are also entitled to express lien retention pursuant to the
terms of the Bankruptcy Code.

The Taxing Authorities explain that their claims arise from
delinquent property taxes for the tax years 2001-2002 as well as
current taxes for the tax year 2003 on the Debtors' real and
personal property and mineral interests located in their tax
jurisdictions.  The Taxing Authorities maintain that the laws of
the State of Texas -- specifically, Property Tax Code, Section
32.05(b) -- give the tax liens securing the property taxes
superior claims over any other claim or lien against the
Debtors' property.  This state priority for tax liens is
retained in the Bankruptcy Code giving these claims a superior
position over all other claims against the property.
(NationsRent Bankruptcy News, Issue No. 29; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


NORTEL NETWORKS: Preferred Dividends Payable on May 12, 2003
------------------------------------------------------------
The board of directors of Nortel Networks Limited declared a
dividend on each of the outstanding Cumulative Redeemable Class
A Preferred Shares Series 5 (TSX:NTL.PR.F) and the outstanding
Non-cumulative Redeemable Class A Preferred Shares Series 7
(TSX:NTL.PR.G), the amount of which for each series will be
calculated by multiplying (a) the average prime rate of Royal
Bank of Canada and Toronto-Dominion Bank during April 2003 by
(b) the applicable percentage for the dividend payable for such
series for March 2003 as adjusted up or down by a maximum of 4
percentage points (subject to a maximum applicable percentage of
100 percent) based on the weighted average trading price of the
shares of such series during April 2003, in each case as
determined in accordance with the terms and conditions of such
series. The dividend on each series is payable on May 12, 2003
to shareholders of record of such series at the close of
business on April 30, 2003.

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

                         *   *   *

As reported in the Troubled Company Reporter's Nov. 6, 2002,
issue, Moody's Investors Service lowered the senior secured and
senior implied ratings on the securities of Nortel Networks
Corp., and its subsidiaries to B3 and Caa3 from Ba3 and B3
respectively.

Outlook is negative.

The rating action reflects the lack of Nortel's financial
flexibility and the decline of its revenue base. The downgrade
also takes into account the company's planned lapse of its $1.5
billion in credit facilities due on December. However the rating
action is offset by its substantial cash, modest near-term debt
maturities, and the progress the company has made in
streamlining its expenses.


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

Hunton & Williams have been 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.


OAKWOOD HOMES: Taps Mitchell McNutt as Special Counsel
------------------------------------------------------
Oakwood Homes Corporation and its debtor-affiliates ask for
approval from the U.S. Bankruptcy Court for the District of
Delaware to employ Mitchell, McNutt & Sams, PA as their Special
Counsel, nunc pro tunc to November 15, 2002.

The Debtors originally retained Mitchell McNutt as an Ordinary
Course Professional in these chapter 11 proceedings.  Since
Mitchell McNutt's fees exceeds the $25,000 Cap for each
professional, and is expected to be, in the succeeding months,
the Debtors ask the Court for an authority to retain Mitchell
McNutt as Special Counsel.

Mitchell McNutt will render services relating to numerous issues
that arise in the Debtors' businesses, principally involving
collection and repossession activities associated with the
Debtors' role as servicer of various securitized loan pools.

Mitchell McNutt's intimate knowledge of the Debtors' business
and operations, particularly the handling of motions for relief
from the automatic stay, objections to confirmation, responses
to objections to secured claims, valuation hearings and other
consumer bankruptcy matters regarding the interests of Oakwood
Acceptance Corporation, LLC on a high volume basis in the
bankruptcy courts for the states of Mississippi and Alabama, as
well as pursuing customers of Oakwood Acceptance Corporation,
LLC in the state courts of Mississippi and Alabama in replevin
and detinue actions seeking repossession of manufactured homes
and real property foreclosures on a high volume basis, as well
as defending the Oakwood entities in litigated matters in the
states of Mississippi and Alabama, will greatly benefit the
Debtors in a cost-effective manner.

The individuals at Mitchell, McNutt & Sams, P.A. who are
principally responsible for the representation of the Debtors
and present hourly rates are:

      D. Andrew Phillips       Attorney, Partner      $130
      Martha Bost Stegall      Attorney, Partner      $130
      L. Bradle Dillard        Attorney, Partner      $130
      James P. Wilson, Jr.     Attorney, Associate    $130
      Holl S. Mathews          Attorney, Associate    $130
      Melanie T. Vardaman      Attorney, Associate    $130
      Raye E. Long I           Paralegal              $ 65

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


OWENS CORNING: IIG Minwool Buying Phenix City Plant for $6.7MM
--------------------------------------------------------------
Owens Corning and its debtor-affiliates seek the Court's
authority to sell certain assets free and clear of all liens,
claims and encumbrances, pursuant to an Agreement of Sale,
between Owens Corning HT, Inc., one of the Debtors, as seller,
and IIG Minwool, LLC, as buyer.

J. Kate Stickles, Esq., at Saul Ewing LLP, in Wilmington,
Delaware, informs the Court that Owens Corning HT, Inc.,
manufactures rock wool pipe, board and batts for use in
insulation applications at the facility located at 908 Owens
Corning Drive in Phenix City, Alabama.  The Phenix City Plant
has 113,000 square feet of manufacturing space and 65,000 square
feet of warehouse space.  There are currently 122 employees at
the Phenix City Plant.  The Phenix City Plant and the business
of manufacturing and selling the Rock Wool Products are part of
the Debtors' Commercial and Industrial Division, which has its
own dedicated sales organization that is responsible for selling
both fiberglass and the Rock Wool Products to customers.

Ms. Stickles reports that as part of the Debtors' ongoing review
of its business operations, they have determined that the
business is non-strategic and non-core.  The Business has
consistently under-performed financially and lost money at the
gross margin level for the year 2002.  Consequently, the Debtors
have decided to sell the assets of the Phenix City Plant as a
going-concern, but have acknowledged that the sales, marketing
and customer support infrastructure of the C&I Division would be
excluded from any sale and thus limit the sale process to those
potential purchasers who have the capability to maintain their
own infrastructure sales support interface with the customer.

Beginning in the third quarter of 2002, Ms. Stickles states that
the Debtors undertook marketing efforts targeted to sell the
assets of the Phenix City Plant to commercial and industrial
insulation competitors, including other manufacturers of Rock
Wool Products, as well as to manufacturers of other insulation
materials.  To this end, the Debtors contacted 18 companies
located in North America and Europe.  Eleven of those parties
executed confidentiality agreements.  Four parties made
preliminary offers but only two were acceptable.

According to Ms. Stickles, the Debtors executed the Agreement of
Sale after they have determined that the offer proposed by IIG
Minwool, LLC was the better offer.  IIG proposed to purchase the
leasehold interests and certain personal property associated
with the Phenix City Plant, accounts receivable, certain
intellectual property rights and the customer list, the
inventories, the deposits and the governmental permits and
licenses relating to the Business.  IIG also proposed to offer
employment to some employees.

The salient terms of the agreement are:

     A. IIG is acquiring the Assets on an "as is, where is"
        basis, except as expressly set forth in Section 6(b) of
        the Agreement.  The Assets are to be sold free and clear
        of all liens, claims and encumbrances.

     B. The Assets include all of OCHT's right, title and
        Interest in:

         1. the leasehold interest in the real estate and
            improvements;

         2. the leasehold interest in the equipment and trade
            fixtures;

         3. the tools, supplies, machinery, equipment, furniture
            and fixtures relating to the Business;

         4. accounts receivables;

         5. certain intellectual property rights;

         6. the customer list relating to the Business;

         7. the inventories relating to the Business;

         8. the deposits relating to the Business;

         9. the governmental permits and licenses relating to
            operation of the Business, to the extent
            transferable;

        10. certain contracts listed on Schedule 1(a)(x) of the
            Agreement, to the extent transferable;

        11. other assets included in the asset categories listed
            on the financial statements listed on Schedule
            1(a)(xi) of the Agreement; and

        12. books, records, ledgers, files, vendor and customer
            files and other materials.

     C. The purchase price for the Assets is $6,700,000:

        -- $3,700,000 is payable at closing by wire transfer from
           the escrow established when the Agreement was
           executed;

        -- $3,000,000 is payable by IIG pursuant to the
           Promissory Note, which obligation will be secured by
           security Interests in all of the assets of IIG
           acquired under the Agreement.

        The principal amount due under the Promissory Note is
        payable in 60 equal monthly installments beginning on
        June 30, 2005 and provides for a $500,000 prepayment
        discount if all outstanding amounts, including monthly
        interest payments, are paid in full on or before May 31,
        2005.

     D. Closing under the Agreement is subject to Court approval.
        Closing will take place on the later of May 30, 2003 or
        five business days following Court approval.

     E. IIG has agreed to assume certain liabilities.  However,
        IIG is not assuming any liabilities relating to
        operations of the Business or the use or ownership of the
        Assets prior to the closing date, and OCHT and Owens
        Corning have agreed to indemnify IIG up to a certain
        amount for any adverse consequences related to these
        liabilities.

     F. IIG is required to offer employment to each of the
        current employees set forth on Schedule 4(a)-1 to the
        Agreement on substantially the same terms and conditions
        described in Schedule 4(a)-2 of the Agreement and
        maintain these benefits in place for a minimum of 18
        months.

     G. The Agreement provides for a Transition Services
        Agreement and a Non-compete Agreement to be executed at
        closing.

The Debtors do not believe that the Assets are subject to any
liens, claims or encumbrances.  Ms. Stickles believes that IIG's
offer, as incorporated in the Agreement, represents a fair and
reasonable offer for the Assets.  The proposed sale of the
Assets permits the Debtors to sell as a going concern the assets
of a non-core and non-strategic business that has consistently
under-performed financially.

The Debtors also request the Court's permission to pay the
personal property taxes associated with the Assets.  Ms.
Stickles informs the Court that OCHT owes $121,069.18 to the
Russell County Revenue Department for personal property taxes
that were assessed on October 1, 1999 and payable on October 1,
2000.  The Personal Property Taxes were assessed before the
Petition Date. Consequently, the Personal Property Taxes are
entitled to priority pursuant to Section 507(a)(8)(B) of the
Bankruptcy Code, and the Debtors should be granted authorization
to pay the Personal Property Taxes from the proceeds of the sale
of the Assets. (Owens Corning Bankruptcy News, Issue No. 48;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


OWENS-ILLINOIS: Lowers '03 Outlook Over Higher Natural Gas Costs
----------------------------------------------------------------
Owens-Illinois, Inc., (NYSE: OI) announced that various factors
and conditions, principally higher natural gas costs and lower
North American glass shipments are having a greater than
expected negative impact on the Company's 2003 performance.  The
Company now believes that earnings for the full year 2003,
exclusive of any refinancing charges or other unusual items,
will be approximately $1.60 per share, compared to the First
Call consensus estimate of $1.78 per share.  For the full year
2002, the Company reported a net loss of $3.29 per share which
included charges of $3.14 per share for the goodwill accounting
change, $2.09 per share (net of dilution) for asbestos-related
costs, and $0.07 per share for early extinguishments of debt.
Excluding these unusual items, the Company reported net earnings
of $2.01 per share (diluted) for the full year 2002.

In the event natural gas costs remain above 2002 levels
throughout 2003, the Company expects to recover the major
portion of such increased natural gas costs through the price
adjustment formulas contained in many of its supply agreements
with customers, although these adjustments generally will not
take effect until the beginning of 2004.  Severe winter weather
in North America has resulted in lower demand for glass
containers, primarily from reduced retail sales and slower
inventory restocking by certain of the Company's major
customers, thereby making the first quarter of 2003 particularly
adversely affected.  However, glass shipments are forecast to be
stronger in the next several months.

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 INC: U.S. Trustee Schedules Creditors' Meeting on April 24
--------------------------------------------------------------
The United States Trustee will convene a meeting of PCD Inc.'s
creditors on April 24, 2003 at 2:30 p.m., at 10 Causeway Street,
Room 1190 in Boston, Massachusetts.  This is the first meeting
of creditors required under 11 U.S.C. Sec. 341(a) in all
bankruptcy cases.

All creditors are invited, but not required, to attend. This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

PCD Inc., designs, manufactures and markets electronic
connectors for use in semiconductor burn-in testing interconnect
applications, industrial equipment, and avionics.  The Company
filed for chapter 11 protection on March 21, 2003 (Bankr. Mass.
Case No. 03-12310).  Charles R. Dougherty, Esq., and Anne L.
Showalter, Esq., represent the Debtor in its restructuring
efforts.  When the Company filed for protection from its
creditors, it listed $7,380,250 in assets and $43,722,812 in
debts.


PHARMACEUTICAL FORMULATIONS: CIT Extends & Expands Credit Line
--------------------------------------------------------------
Pharmaceutical Formulations, Inc. (PFI) announced that it had
net sales of $33.2 million for the six months ended December 28,
2002 compared with net sales of $26.1 million for the six months
ended December 29, 2001, an increase of 27.2%.  PFI had net
income of $544,000 for the six months ended December 28, 2002
compared to a net loss of $4.9 million for the comparable six-
month period of the prior year.  For the quarter ended December
28, 2002, PFI had net sales of $17.3 million and net income of
$483,000.  This compares with net sales of $12.9 million and a
net loss of $2.9 million for the comparable quarter of the prior
year.

During December 2002, PFI changed its fiscal year-end from the
52-53 week period which ends on the Saturday closest to June 30
to the 52-53 week period which ends on the Saturday closest to
December 31. The just-ended fiscal period consists of the six-
month transition period from June 29, 2002 to December 28, 2002.

For the six months ended December 28, 2002, Pharmaceutical
Formulations posted a shareholders' equity deficiency of about
$17,305,000. This compares to a deficiency of $17,854,000 at
June 29, 2002.

In July 2002, PFI entered into a new relationship with a major
national retailer to whom shipments were $4 million in the six
months ended December 28, 2002.  Also, during the six months
ended December 28, 2002, sales to brand name pharmaceutical
companies rose to 10% of total sales, compared with 6% in the
prior year period.  At the same time, cost of sales declined to
82.7% of net sales from 90.8% in the comparable prior year
period.  This decrease is attributable to a shift in product mix
to higher margin products, lower material costs, improved
manufacturing efficiency from higher volumes and longer
production runs, and reduced product obsolescence costs.  In
addition, PFI has seen the significant benefit of lower sales
discounts and allowances.

While the softness in the general economy has persisted, PFI has
successfully continued to rebuild and expand its customer base.
Net sales and operating results have exceeded the comparable
prior year periods for six consecutive quarters and the trend of
increasing sales and profits continues during the quarter ending
March 29, 2003.

On December 21, 2001, ICC Industries Inc. converted $15 million
of loans due from PFI into 44,117,647 common shares, which
increased its ownership to 85.6% of the outstanding common
shares.  Therefore, the Company has been included in the
consolidated tax return of ICC since that date.  As a result,
PFI has recorded a tax benefit of $1,113,000 for the six months
ended December 28, 2002 compared with a benefit of $123,000 in
the six months ended December 29, 2001.  For the quarter ended
December 28, 2002, the tax benefit was $811,000 compared with a
benefit of $123,000 in the prior year period. The tax benefit
recorded in the December 28, 2002 periods is disproportionate
due to a reduction in PFI's deferred tax asset valuation reserve
of $715,000. The Company has also incurred a reduction in
interest costs as a result of the decrease in its debt.

In February 2003, the Company reached an agreement with the CIT
Group to extend its existing revolving credit facilities to
December 31, 2005 and the
credit line with CIT was increased from $10.5 million to $15
million.

ICC, the holder of approximately 74.5 million shares
(approximately 87%) of the common stock of PFI, is a major
international manufacturer and marketer of chemical, plastic and
pharmaceutical products with 2002 sales in excess of $1 billion.


PHOENIX GROUP: Files Reorganization Plan in N.D. Texas
------------------------------------------------------
The Phoenix Group Corporation (OTC Pink Sheets: PXGP) filed a
plan of reorganization and disclosure statement with the United
States Bankruptcy Court for the Northern District of Texas Ft.
Worth Division on March 24, 2003.

In a ruling from the bench on March 25, 2003, Judge Michael Lynn
deferred an earlier motion filed by the U.S. Trustee to dismiss
the Chapter 11 bankruptcy case, convert it to a Chapter 7 case,
or to appoint a trustee until the hearing date for plan
confirmation, which has not yet been scheduled.

There is no assurance that the court and/or the creditors of the
company will accept the plan of reorganization, as filed, or any
plan of reorganization.


PILLOWTEX: Receives Waiver of Compliance from Term Loan Lenders
---------------------------------------------------------------
Pillowtex Corporation (OTC Bulletin Board: PWTX) announced it
has received a waiver of compliance from its term loan lenders
with the interest coverage ratio and leverage ratio covenants
contained in its term loan agreement for the fiscal quarter
ending March 29, 2003.  The agreement entered into with the term
loan lenders also extends through the end of the second fiscal
quarter of 2003 the effectiveness of the asset coverage ratio
test and the minimum availability requirement, which were two
additional financial covenants that were added to the term loan
in September 2002.

"We are pleased that our lenders have granted this additional
waiver," said Michael Gannaway, chairman and chief executive
officer.

                      About Pillowtex

Pillowtex Corporation, headquartered in Kannapolis, N.C., is a
designer, marketer and producer of home fashion products
including towels, sheets, rugs, blankets, pillows, mattress
pads, feather beds, comforters and decorative bedroom and bath
accessories.  The Company markets products under its own brand
names including Cannon(R), Fieldcrest(R), Royal Velvet(R) and
Charisma(R).  The Company also designs and manufactures private-
label home textile products for leading retailers. Pillowtex
operates manufacturing and distribution facilities in the U.S.
and Canada and employs approximately 8,000 people.


PILLOWTEX: Promotes CFO Michael R. Harmon To President
------------------------------------------------------
Pillowtex Corporation (OTC Bulletin Board: PWTX) announced the
promotion of Michael R. Harmon to president.  Harmon will
continue to serve as chief financial officer, a position he has
held since March 2001.

Harmon has more than 30 years of financial experience within the
textile industry.  Prior to joining Pillowtex, he served as
executive vice president and chief financial officer at Galey &
Lord, Inc., a Greensboro, N.C. textile manufacturer.  Harmon
began his career at Burlington Industries, Inc.

                      About Pillowtex

Pillowtex Corporation, headquartered in Kannapolis, N.C., is a
designer, marketer and producer of home fashion products
including towels, sheets, rugs, blankets, pillows, mattress
pads, feather beds, comforters and decorative bedroom and bath
accessories.  The Company markets products under its own brand
names including Cannon(R), Fieldcrest(R), Royal Velvet(R) and
Charisma(R).  The Company also designs and manufactures private-
label home textile products for leading retailers. Pillowtex
operates manufacturing and distribution facilities in the U.S.
and Canada and employs approximately 8,000 people.


PRESIDENT CASINOS: Agrees with Creditors on Reorg. Proceedings
--------------------------------------------------------------
President Casinos, Inc. (OTC:PREZ) announced that the Company,
its Missouri casino operation and certain support companies,
together with the creditors' committee and certain bondholders,
have filed a joint motion for approval of an agreement among the
Company, the creditors' committee and certain bondholders to
approve a timetable and process for reorganization proceedings
in the United States Bankruptcy Court for the Eastern District
of Missouri.

The motion asks that the Court approve a two-track program to
reorganize the Company. The first track allows the Company to
refinance its debt, satisfy its outstanding obligations, and
continue in business as it currently is operating. This track is
largely dependant upon the Missouri legislature lifting the $500
per gaming session loss limit and imposing, if at all, an
acceptable level of taxation on gaming revenues. As part of
Missouri Governor Holden's proposed budget, the Governor
proposed the elimination of the $500 loss limit as an additional
source of revenue for Missouri. If these events do not occur, or
if they do occur and the Company is unable to obtain necessary
financing, the agreement then envisions an orderly process in
which a buyer would be sought for the St. Louis casino
operation, and it would continue operating under new ownership.

Murphy Noell Capital, LLC, a southern California based
investment banking firm, was hired as a financial advisor by the
Company in January 2003 to assist the Company in negotiations
with its creditors, and to help the Company pursue its
refinancing and strategic alternatives.

Mr. Aylsworth said, "We believe that this agreement with our
principal bondholders and unsecured creditors presents the
clearest way for the Company to continue its St. Louis
operations and return to normal. It is, of course, dependent
upon Missouri legislation activity, which we believe is
reasonably likely to occur. In the event, for whatever reason,
we are unable to effect a reorganization, our St. Louis casino
would continue to operate, although there may be a change in
ownership."

President Casinos, Inc. owns and operates dockside gaming
facilities in Biloxi, Mississippi and downtown St. Louis,
Missouri, north of the Gateway Arch.


PRIME RETAIL: Raising Capital to Pay Debts & Sustain Operations
---------------------------------------------------------------
Prime Retail, Inc. (OTC Bulletin Board: PMRE, PMREP, PMREO)
announced its operating results for the fourth quarter ended
December 31, 2002.

                   Quarterly FFO Results

Funds from Operations ("FFO") was $6.8 million, or $0.02 per
diluted share (after allocations to minority interests and
preferred shareholders) for the quarter ended December 31, 2002
compared to $5.3 million, or $(0.01) per diluted share, for the
same period in 2001.

The increase in FFO for the quarter ended December 31, 2002
compared to the same period in 2001 reflects (i) lower interest
expense, (ii) a decrease in bad debt expense and (iii) a fourth
quarter 2001 non-recurring charge of $2.0 million, or $0.05 per
share. The decrease in interest expense was primarily
attributable to a reduction in the Company's weighted-average
debt principally resulting from aggregate repayments of
approximately $62.1 million on a mezzanine loan during 2002. The
Mezzanine Loan was obtained in the original amount of $90.0
million in December 2000 and after certain modifications, bore
interest at 19.75% prior to its repayment in full in December
2002. The decrease in bad debt expense during the 2002 period
reflects (i) the resolution of certain tenant matters and (ii)
reduced tenant bankruptcies, abandonments and store closures.
The 2001 non-recurring charge related to a reserve for a tenant
matter that was subsequently settled in 2002. These items were
partially offset by reduced weighted-average occupancy in the
Company's portfolio during the 2002 period as well as the impact
of economic changes in rental rates.

                 Full Year FFO Results

FFO was $22.9 million, or $0.00 per diluted share (after
allocations to minority interests and preferred shareholders)
for the year ended December 31, 2002 compared to $25.3 million,
or $0.05 per diluted share, for the same period in 2001.

The 2002 FFO results include a second quarter non-recurring
charge of $3.0 million, or $0.06 per share, related to pending
and potential tenant claims with respect to certain lease
provisions. The 2001 FFO results include non-recurring charges
and losses aggregating $3.0 million, or $0.06 per share,
consisting of (i) a third quarter non-recurring loss of $1.0
million related to the refinancing of first mortgage loans on
Prime Outlets at Birch Run and (ii) the aforementioned fourth
quarter non-recurring charge of $2.0 million. Excluding the net
impact of these non-recurring items, FFO was $25.9 million and
$28.3 million for the years ended December 31, 2002 and 2001,
respectively. The decrease in FFO for the year ended December
31, 2002 compared to the same period in 2001 reflects (i)
reduced occupancy in the Company's portfolio during the 2002
period and (ii) the impact of economic changes in rental rates.
These items were partially offset by (i) lower interest expense
and (ii) a decrease in bad debt expense.

                   GAAP Results

The Company reports its operating results in accordance with
accounting principles generally accepted in the United States
("GAAP"). Effective January 1, 2002, the Company adopted
Statement of Financial Accounting Standards ("FAS") No. 144,
"Accounting for the Impairment or Disposal of Long- Lived
Assets." In accordance with the requirements of FAS No. 144, the
Company has classified the operating results, including gains
and losses related to dispositions, for certain properties
either disposed of or classified as assets held for sale during
2002 as discontinued operations in the accompanying Statements
of Operations for all periods presented. The operating results
for properties that were sold into joint venture partnerships
during 2002 have not been classified as discontinued operations
in the accompanying Statements of Operations because the Company
still retains a significant continuing involvement in their
operations. Their operating results, as well as the operating
results of all properties disposed of in prior periods, are
reflected in continuing operations in the accompanying
Statements of Operations through their respective dates of
disposition.

                Quarterly GAAP Results

The Company's GAAP loss from continuing operations before
minority interests was $4.8 million and $12.5 million for the
quarters ended December 31, 2002 and 2001, respectively. For the
fourth quarter of 2002, the net income applicable to common
shareholders was $7.3 million, or $0.17 and $0.13 per share on a
basic and diluted basis, respectively. For the fourth quarter of
2001, the net loss applicable to common shareholders was $18.0
million, or $0.41 per share.

During the fourth quarter of 2002, the Company reported income
from discontinued operations of $17.7 million, or $0.41 and
$0.33 per basic and diluted share, including a net gain on the
sale of three properties (Melrose Place, Prime Outlets at Castle
Rock and Prime Outlets at Loveland) aggregating $16.5 million.
The fourth quarter of 2002 GAAP results also includes a non-
recurring provision for asset impairment of $2.5 million, or
$0.06 per basic share and $0.05 per diluted share, respectively.
During the fourth quarter of 2001, the Company reported income
from discontinued operations of $0.1 million, or $0.00 per
share. Additionally, the fourth quarter of 2001 GAAP results
include the aforementioned non-recurring charge of $2.0 million,
or $0.05 per share, and a loss on the sale of real estate of
$1.6 million, or $0.04 per share.

                 Full Year GAAP Results

The GAAP loss from continuing operations before minority
interests was $101.0 million and $99.9 million for the year
ended December 31, 2002 and 2001, respectively. For the year
2002, the net loss applicable to common shareholders was $121.7
million, or $2.79 per share. For the year 2001, the net loss
applicable to common shareholders was $120.7 million, or $2.77
per share.

The GAAP results for year 2002 include (i) an aggregate non-
recurring provision for asset impairment of $84.1 million, or
$1.93 per share, (ii) a net gain on the sale of real estate of
$5.8 million, or $0.13 per share, resulting from the sales of
seven properties into joint venture partnerships and the sale of
one property that was partially owned through a joint venture
partnership and (iii) the aforementioned second quarter non-
recurring charge of $3.0 million, or $0.07 per share. The non-
recurring provision for asset impairment resulted from the
occurrence of, during the third and fourth quarters, certain
events and circumstances, including changes to the Company's
anticipated holding periods, reduced occupancy and limited
leasing success, that indicated that certain properties were
impaired on an other than temporary basis. Accordingly, the
Company recorded a provision for asset impairment to write-down
the carrying value of these properties to their estimated fair
values in accordance with the requirements of FAS No. 144. As a
result, the balance of associated non-recourse mortgage debt
exceeds the carrying value of certain properties by an aggregate
of $22.5 million as of December 31, 2002. During year 2002, the
Company also reported a gain from discontinued operations of
$1.9 million, or $0.04 per share, including a net gain related
to dispositions of $26.2 million and a provision for asset
impairment of $27.8 million.

The GAAP results for year 2001 include (i) a net loss on the
sale of real estate of $1.1 million, or $0.02 per share, (ii) a
third quarter non-recurring provision for asset impairment of
$63.0 million, or $1.45 per share, (iii) a third quarter non-
recurring loss charge of $1.9 million, or $0.04 per share,
related to an interest rate subsidy agreement, (iv) a third
quarter a non- recurring loss of $1.0 million, or $0.02 per
share, related to the refinancing of first mortgage loans on
Prime Outlets at Birch Run and (v) the aforementioned fourth
quarter charge of $2.0 million, or $0.05 per share. During year
2001, the Company also reported a gain on discontinued
operations of $1.5 million, or $0.03 per share.

                     Merchant Sales

Same-store sales in the Company's outlet centers decreased by
3.4% and 3.6%, respectively, for the fourth quarter and year
ended December 31, 2002 compared to the same periods in 2001.
"Same-store sales" is defined as the weighted-average sales per
square foot reported by merchants for stores opened and occupied
since January 1, 2001. For the fiscal years ended December 31,
2002 and 2001, the weighted-average sales per square foot
reported by all merchants was $245 and $241, respectively.

                     Going Concern

The Company's liquidity depends on cash provided by operations
and potential capital raising activities such as funds obtained
through borrowings, particularly refinancing of existing debt,
and cash generated through asset sales. Although the Company
believes that estimated cash flows from operations and potential
capital raising activities will be sufficient to satisfy its
scheduled debt service and other obligations and sustain its
operations for the next year, there can be no assurance that it
will be successful in obtaining the required amount of funds for
these items or that the terms of the potential capital raising
activities, if they should occur, will be as favorable as the
Company has experienced in prior periods.

During 2003, the Company's first mortgage and expansion loan
(the "Mega Deal Loan") matures on November 11, 2003. The Mega
Deal Loan, which is secured by a 13 property collateral pool,
had an outstanding principal balance of approximately $263.8
million as of December 31, 2002 and will require a balloon
payment of approximately $260.7 million at maturity. Based on
the Company's initial discussions with various prospective
lenders, it is currently projecting a potential shortfall with
respect to refinancing the Mega Deal Loan. Nevertheless, the
Company believes this shortfall may be alleviated through
potential asset sales and/or other capital raising activities,
including the placement of mezzanine level debt. The Company
cautions that its assumptions are based on current market
conditions and, therefore, are subject to various risks and
uncertainties, including changes in economic conditions which
may adversely impact its ability to refinance the Mega Deal Loan
at favorable rates or in a timely and orderly fashion, or which
may adversely impact the Company's ability to consummate various
asset sales or other capital raising activities.

In connection with the completion of the sale of six outlet
centers (the "Bridge Properties") in July 2002, the Company
guaranteed to FRIT PRT Bridge Acquisition LLC ("FRIT") (i) a 13%
return on its approximately $17.2 million of invested capital,
and (ii) the full return of its invested capital (the "Mandatory
Redemption Obligation") in FP Investment LLC by December 31,
2003. As of December 31, 2002, the Mandatory Redemption was
approximately $16.2 million. Although the Company is in the
process of seeking to generate additional liquidity to repay the
Mandatory Redemption Obligation through (i) the sale of FRIT's
ownership interest in the Bridge Properties and/or (ii) the
placement of additional indebtedness on the Bridge Properties,
there can be no assurance that it will be able to complete such
capital raising activities by December 31, 2003 or that such
capital raising activities, if they should occur, will generate
sufficient proceeds to repay the Mandatory Redemption Obligation
in full. Failure to repay the Mandatory Redemption Obligation by
December 31, 2003 would constitute a default, which would enable
FRIT to exercise its rights with respect to the collateral
pledged as security to the guarantee, including some of the
Company's partnership interests in the 13 property collateral
pool under the aforementioned Mega Deal Loan.

These above listed conditions raise substantial doubt about the
Company's ability to continue as a going concern.

Prime Retail is a self-administered, self-managed real estate
investment trust engaged in the ownership, leasing, marketing
and management of outlet centers throughout the United States
and Puerto Rico. Prime Retail currently owns and manages 39
outlet centers totaling approximately 10.4 million square feet
of GLA. The Company also owns 154,000 square feet of office
space. As of December 31, 2002, the Company's owned portfolio of
properties were 90.5% occupied. Prime Retail has been an owner,
operator and a developer of outlet centers since 1988. For
additional information, visit Prime Retail's Web site at
http://www.primeretail.com


PROTECTION ONE: FY 2002 Net Loss Balloons to $880.9 Million
-----------------------------------------------------------
Protection One, Inc. (NYSE: POI) reported unaudited financial
results for the fourth quarter and full year ended December
31, 2002.  Fourth quarter 2002 results include an additional
charge for the impairment of goodwill pursuant to Statement of
Financial Accounting Standards (SFAS) No. 142.  Full year 2002
results include a restatement of financial results for the first
three quarters of 2002, arising from changing the Company's
accounting for customer acquisition costs.

              Fourth Quarter 2002 Results

Revenues for the fourth quarter 2002 were $71.0 million compared
to $76.9 million for the fourth quarter 2001, a decrease of
7.7%, reflecting a decrease in the Company's subscriber base.

Net loss for the fourth quarter 2002 was $100.4 million, or
($1.03) per share, compared to a net loss of $21.3 million, or
($0.21) per share, in the prior year's period.  The net loss for
the fourth quarter of 2002 included a goodwill impairment charge
of $90.7 million, net of tax of $13.2 million, or approximately
($0.93) per share.

Although the Company selected July 1 as its annual goodwill
impairment test date, after regulatory actions, which prompted
its parent company to advise the Company that it intended to
dispose of its investment in Protection One, the Company
completed an additional impairment test of goodwill as of
December 31, 2002.  The fourth quarter impairment charge to
goodwill of $103.9 million was attributable to the Company's
North American segment. Approximately $41.8 million of goodwill
attributable to its Network Multifamily segment as of December
31, 2002 was not affected by the charge.

The customer account impairment charge recorded in the first
quarter of 2002 and the requirement to no longer amortize
goodwill pursuant to SFAS No. 142 resulted in reduced
amortization and depreciation expense in the fourth quarter 2002
compared to the fourth quarter of 2001.  During the fourth
quarter 2002, the Company recorded amortization and depreciation
expense, net of tax, of $13.3 million, or $0.14 per share,
compared to $26.3 million, or $0.26 per share in the comparable
period in 2001.

Protection One's total quarterly annualized customer attrition
rate for the fourth quarter 2002 was 11.9% compared to 18.5% in
the comparable period in 2001. North America's quarterly
annualized customer attrition rate for the fourth quarter 2002
was 14.0% compared to 22.6% in the fourth quarter of 2001.
These reductions in attrition rates reflect the success of the
Company's programs designed to improve customer retention.

The weighted average number of outstanding shares during the
fourth quarter 2002 was 97,956,039, compared to 99,504,495 in
the fourth quarter of 2001, a decrease of 1.6%, because of the
Company's stock repurchase plan.  As of December 31, 2002, there
were 97,956,340 shares outstanding.

               Fiscal Year 2002 Results

Revenues for the fiscal year ended December 31, 2002, were
$290.6 million, compared to $332.8 million for 2001, a decrease
of 12.7%, primarily because of a continuing decline in the
Company's subscriber base.

The net loss in 2002 was $880.9 million, or $(8.98) per share,
compared to $86.0 million, or $(0.82) per share, in 2001.

The net loss for fiscal 2002 included a goodwill impairment
charge of $634.3 million, net of tax of $85.5 million, or
approximately ($6.47) per share of which $543.6 million, net of
tax of $72.3 million, or approximately ($5.54) per share was
recorded in the first quarter 2002 upon adoption of SFAS No. 142
and $90.7 million, net of tax of $13.2 million, or approximately
($0.93) per share was recorded in the fourth quarter after
conducting an impairment test of goodwill as of December 31,
2002.  This goodwill impairment charge for the fourth quarter
was attributable to the North America business unit.

Costs of monitoring and related services for the 2002 fiscal
year decreased to $78.6 million from $100.6 million in fiscal
2001, a 21.9% improvement, primarily as a result of
consolidating monitoring facilities in 2001 and early 2002.

Other costs of revenue increased to $34.5 million in 2002 from
$18.5 million in 2001.  This increase in costs arose from
increased sales and from treating certain installation and
equipment customer acquisition costs as deferred costs rather
than as property & equipment.  Deferred customer acquisition
costs in excess of deferred revenues are amortized through costs
of revenues and selling expenses over two, three or five year
amortization periods, depending on initial contract length.

General and administrative costs for the year ended December 31,
2002, were $84.4 million, 22.4% better than the $108.8 million
recorded for the year ended December 31, 2001, primarily from
lower personnel costs, professional fees and litigation costs.

The customer account impairment charge recorded in the first
quarter of 2002 and the requirement to no longer amortize
goodwill pursuant to SFAS No. 142 resulted in reduced
amortization and depreciation expense in 2002 compared to 2001.
During 2002, the Company recorded amortization and depreciation
expense, net of tax, of $53.6 million, or $0.55 per share,
compared to $105.8 million, or $1.00 per share in 2001.

The total Company's annualized customer attrition rate during
2002 was 11.2% compared to 15.5% during 2001.  The annualized
customer attrition rate for the Company's North American
operations during fiscal year 2002 was 13.1% compared with 18.7%
in 2001, reflecting the results of the Company's focus on
customer retention.  The annualized customer attrition rate for
the Company's Multifamily operations during fiscal year 2002 was
6.6% compared with 6.3% in 2001.

The weighted average number of outstanding shares during 2002
was 98,071,206, compared to 105,458,601 during 2001, a decrease
of 7.0%, because of the Company's stock repurchase plan.  As of
December 31, 2002, there were 98,105,084 shares outstanding.

                      Balance Sheet

The total debt outstanding as of December 31, 2002, was $558.0
million, compared to $584.8 million as of December 31, 2001, a
decrease of 4.6%.  The Company had $137.5 million outstanding
under its credit facility with Westar Energy, Inc. as of
December 31, 2001. Currently the Company has $215.5 million in
borrowings outstanding under the facility.

The Company may, from time-to-time, continue to repurchase its
publicly traded debt, which is trading at a discount, as well as
purchase shares of its common stock, depending on market
conditions and other factors the Company deems appropriate.

        Restatements of First Three Quarters of 2002

Protection One restated its quarterly financial information for
each of the first three quarters of 2002.  Previously, the
Company capitalized as property & equipment the direct and
incremental costs of the electronic security systems (equipment
and associated labor) that it installs in homes or businesses
and for which it retains title.  Protection One previously
depreciated this equipment over the expected life of the
customer, which was either 9 or 10 years. Other direct and
incremental costs incurred in connection with the sale of these
systems were capitalized as deferred customer acquisition cost.
The Company determined that the costs capitalized as property &
equipment would be more appropriately capitalized as deferred
customer acquisition costs.  Deferred customer acquisition costs
in excess of deferred revenue are recognized, on a straightline
method, over the initial contract term, which is typically three
years for residential customers, five years for commercial
customers, and five to eight years for the Multifamily segment.
To the extent deferred costs are less than deferred revenues,
such costs are recognized over the estimated life of the
customer.

This determination resulted in a greater amount of cost in
excess of deferred revenues being amortized over the initial
contract term, which is a significantly shorter period of time
than the estimated life of a customer arrangement.

             Annual Report on Form 10-K Delayed

The Company also announced that it intends to file its Annual
Report on Form 10-K not later than 15 days following March 31,
2003, pursuant to Rule 12b-25 under the Securities Exchange Act
of 1934.  Protection One understands that this delay will
provide sufficient time for a special committee of the Board of
Directors of Westar Energy, Inc., the 88% owner of the Company,
to complete its previously announced investigation so that
Westar's and Protection One's independent auditors will be able
to complete their audits of Westar's and the Company's financial
statements.  The Company has been advised that the special
committee of Westar's Board of Directors has advised Westar that
the results of its investigation are not expected to result in
adjustments to Westar's or to Protection One's financial
statements.

Protection One, one of the leading commercial and residential
security service providers in the United States, provides
monitoring and related security services to more than one
million residential and commercial customers in North America
and is a leading security provider to the multifamily housing
market through Network Multifamily.   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.


PUBLICARD INC: December 2002 Balance Sheet Upside Down by $1 Mil
----------------------------------------------------------------
PubliCARD, Inc. (OTC Bulletin Board: CARD.OB) reported its
financial results for the fourth quarter and year ended December
31, 2002.

Sales for the fourth quarter of 2002 were $1,092,000, compared
to $1,218,000 a year ago. The net loss from continuing
operations for the quarter ended December 31, 2002 was
$2,354,000, or $0.10 per share, compared with $1,353,000, or
$0.06 per share, a year ago. The fourth quarter 2002 results
include a charge of $1,365,000 to recognize the impairment of
goodwill and certain intangibles associated with the Company's
remaining smart card solutions business.

For the year ended December 31, 2002, sales were $4,605,000
compared to $5,652,000 a year ago. The 2001 figure includes
$1,040,000 of revenues associated with the smart card reader and
chip business, which the Company exited in July 2001. Sales
related to smart card solutions for educational and corporate
sites for 2002 were comparable to the prior year period. The net
loss from continuing operations for 2002 was $8,259,000, or $.34
per share, compared with $17,171,000, or $.71 per share, in
2001. The results for 2002 include the impairment loss
referenced above as well as a third quarter charge of $2,068,000
to write-down a minority investment. The 2001 figures include a
repositioning charge totaling $7,317,000 relating to the smart
card reader and chip business exit action. Operating expenses,
excluding the impairment charge, investment write-down,
repositioning charge and other non-cash charges, decreased from
$10,480,000 in 2001 to $5,717,000 in 2002. The decline in
operating expenses is attributable primarily to work force
reductions associated with the Company's exit from the smart
card reader and chip business and other corporate cost
containment measures.

As of December 31, 2002, cash and short-term investments totaled
$1,290,000. As previously announced, the Company recently
entered into two binding settlements with certain historical
insurers that resolve certain claims (including certain future
claims) under policies of insurance issued to the Company by
those insurers. As a result of the settlements, after allowance
for associated expenses and offsetting adjustments, the Company
received net proceeds of approximately $1.0 million in February
2003 and expects to receive an additional estimated $650,000 in
April 2003.

As of December 31, 2002, PubliCARD records a total shareholders'
equity deficit of $1,002,000

The Company also reported that it will be filing amendments to
its previously filed Form 10-Q's for the periods ended March 31,
2002, June 30, 2002 and September 30, 2002. The Company adopted
the provisions of Statement of Financial Accounting Standards
No. 142, "Goodwill and Other Intangible Assets" ("SFAS No.
142"), effective January 1, 2002. Upon the adoption of SFAS No.
142, the Company failed to separate identifiable definite lived
intangible assets from goodwill. As a result, the Company did
not record the amortization expense associated with identifiable
definite lived intangibles amounting to $144,000 in each of the
first three quarters of 2002. The unaudited consolidated
financial statements for the periods ended March 31, 2002, June
30, 2002 and September 30, 2002 will therefore be restated to
reflect such amortization. These restatements have no impact on
cash balances or net cash flow for any period either
historically or going forward.

                  About PubliCARD, Inc.

Headquartered in New York, NY, PubliCARD, through its Infineer
Ltd. subsidiary, designs smart card solutions for educational
and corporate sites. The Company's future plans revolve around a
potential acquisition strategy that would focus on businesses in
areas outside the high technology sector while continuing to
support the expansion of the Infineer business. However, the
Company will not be able to implement such plans unless it is
successful in obtaining additional funding, as to which no
assurance can be given. More information about PubliCARD can be
found on its Web site http://www.publicard.com.


QWEST COMMS: Files Long-Distance Application With FCC for Minn.
---------------------------------------------------------------
Qwest Communications International Inc. (NYSE: Q) filed an
application with the Federal Communications Commission (FCC) for
authority to provide long-distance service to nearly 2.2 million
customer lines in Minnesota. Minnesota represents the 13th state
in Qwest's 14-state local service territory where Qwest has
filed for approval to provide long-distance authority. On
December 23, 2002, Qwest received FCC approval to provide long-
distance service in nine states: Colorado, Idaho, Iowa, Montana,
Nebraska, North Dakota, Utah, Washington and Wyoming.

Additionally, Qwest has a long-distance application pending at
the FCC for Oregon, New Mexico and South Dakota. A decision on
that application is due by April 15, 2003. "This application is
the culmination of years of effort by Qwest employees across
Minnesota and throughout the company," said John Stanoch, Qwest
president for Minnesota. "Minnesota's local telephone market is
one of the most robustly competitive in the nation, and now it's
time for Minnesota customers to have the benefit of real long-
distance competition. As customers have seen in other states,
Qwest long-distance service, along with Qwest's Spirit of
Service, makes a big difference and is an unbeatable choice."

Qwest has spent more than $3 billion to open its markets to
competitors and comply with the Telecommunications Act of 1996.
Today's filing contains extensive evidence demonstrating that
Qwest has met all the market-opening and performance
requirements of the act. Qwest plans to file a similar
application for long-distance authority in its final state,
Arizona, within the next few months.

                      Systems Tests

The FCC application includes data from an extensive third-party
test of Qwest's systems and performance that demonstrates
Qwest's excellence in providing wholesale services. The test
covered 13 states in Qwest's local service territory and was
conducted by regulators from throughout those states, including
Minnesota. During the test, tens of thousands of transactions
were monitored to confirm Qwest's ability to facilitate orders,
installation, repair, billing and other services ordered by
competitive local telephone companies. Qwest has also passed a
separate and comparable systems test in Arizona.

          Consumer Savings, Performance Assurance

Qwest's residential and business customers in Minnesota could
save an estimated $130 million annually with Qwest's re-entry
into the regional long- distance business, based on a study by
Professor Jerry A. Hausman, director of the Massachusetts
Institute of Technology Telecommunications Research Program. On
January 7, 2003, Qwest announced its new long-distance offerings
that continue to deliver the Spirit of ServiceT through simple
pricing, the convenience of one bill and additional savings for
customers who purchase a package of Qwest services.

Qwest is supporting its application with a comprehensive
performance monitoring and enforcement plan to ensure the
service standards for its wholesale customers remain strong. The
plan provides individual competitors with payments if Qwest does
not provide competitive local exchange carriers the same level
of service that it provides its own retail operations or if
Qwest fails to meet applicable benchmarks standards. Those
payments could total approximately 40 percent of the net
operating income that Qwest derives from local exchange services
in Minnesota.

                       About Qwest

Qwest Communications International Inc. (NYSE: Q) is a leading
provider of voice, video and data services to more than 25
million customers. The company's 50,000-plus employees are
committed to the "Spirit of Service" and providing world-class
services that exceed customers' expectations for quality, value
and reliability. For more information, please visit the Qwest
Web site at http://www.qwest.com

Qwest Communications' December 31, 2002 balance sheet shows a
working capital deficit of about $1.2 billion, and a total
shareholders' equity deficit of about $1 billion.


RELIANT RESOURCES: Fitch Hatchets Sr. Unsec. Debt Rating to CCC+
----------------------------------------------------------------
Reliant Resources, Inc.'s senior unsecured debt rating has been
downgraded to 'CCC+' from 'B' by Fitch Ratings. In addition, the
Rating Watch status has been revised to Evolving from Negative.
The rating action reflects the significant uncertainty
surrounding RRI's ability to restructure or refinance
approximately $5.9 billion of bank debt, including the $2.9
billion Orion acquisition bridge facility maturing today. While
the initial extension previously granted to RRI on Feb. 18, 2003
for the ORN bridge maturity gave some indication that RRI and
its lenders were working collectively towards a solution, the
further delay in reaching a refinancing accord has raised the
probability of default in the near term. The Rating Watch
Evolving status reflects the possibility that RRI may still be
successful in achieving a restructured bank agreement in the
near-term. Consequently, Fitch will consider adjusting its
Rating Watch status and/or raising RRI's rating if the company
is successful in reaching a revised bank agreement which
provides RRI with sufficient flexibility to access the debt
capital markets over time and ultimately reduce its reliance on
commercial bank borrowings.

Fitch believes the recent show cause order issued by the Federal
Energy Regulatory Commission has complicated RRI's ongoing
negotiations with its lenders. Under the order, RRI has 21 days
from March 26, 2003 to effectively 'show cause' why FERC should
not revoke their market-based rate authority due to RRI's
alleged participation in energy price manipulation at the Palo
Verde power trading hub. Although the revocation of market-based
rate authority would not necessarily preclude RRI from
participating in the wholesale power markets nor from entering
into bilateral power contracts, the company's returns could
ultimately be capped at cost-of-service tariffs.


REAL ESTATE: Fitch Takes Rating Actions on Series 2003-A Notes
--------------------------------------------------------------
Fitch rates the securities of Real Estate Synthetic Investment
Finance Limited Partnership 2003-A and Real Estate Synthetic
Investment Finance DE Corporation 2003-A. The rating on the
securities addresses the timely payment of interest and ultimate
repayment of principal upon maturity.

       -- $68,804,000 class B3 notes 'A';

       -- $25,801,000 class B4 notes 'A-';

       -- $34,402,000 class B5 notes 'BBB';

       -- $13,761,000 class B6 notes 'BBB-';

       -- $17,201,000 class B7 notes 'BB';

       -- $6,880,000 class B8 notes 'BB-';

       -- $13,761,000 class B9 certificates 'B+';

       -- $8,600,000 class B10 certificates 'B';

       -- $8,600,000 class B11 certificates 'B-'.

The transaction is a synthetic balance sheet securitization that
references a $17.2 billion of diversified portfolio of primarily
jumbo, A-quality, fixed-rate, first lien residential mortgage
loans. The ratings are based upon the credit quality of the
reference portfolio, the credit enhancement provided by
subordination for each tranche, the financial strength of Bank
of America, N.A., as counterparty, and the sound legal structure
of the transaction. The reference portfolio consists of 30-year
and 15-year mortgage loans originated and serviced by various
lenders.

The proceeds of the issued securities will be used to purchase
eligible investments (collateral), pursuant to a forward
delivery agreement between the trustee and BANA, whereby the co-
issuers are obligated to purchase eligible investments from BANA
at a specified yield on each determination date. Eligible
investments will consist of direct obligations of or guaranteed
by the U.S., Federal National Mortgage Association, Federal home
Loan Mortgage Corporation, Federal Home Loan Bank, or any other
agency backed by the U.S.


RESIDENTIAL ACCREDIT: Fitch Assigns Low-B Ratings to 2 Classes
--------------------------------------------------------------
Fitch rates Residential Accredit Loans, Inc. $255.7 million
mortgage pass-through certificates, series 2003-QS3 classes A-1
through A-6, A-P, A-V, R-I and R-II certificates (senior
certificates) 'AAA'. In addition, Fitch rates class M-1 ($3.9
million) 'AA', class M-2 ($500,000) 'A', class M-3 ($800,000)
'BBB', the privately offered class B-1 ($400,000) 'BB' and
privately offered class B-2 ($300,000) 'B'.

The 'AAA' ratings on senior certificates reflect the 2.40%
subordination provided by the 1.50% class M-1, 0.20% class M-2,
0.30% class M-3, 0.15% privately offered class B-1, 0.10%
privately offered class B-2 and 0.15% privately offered class B-
3 (which is 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, strength of the legal and financial
structures, and Residential Funding Corp.'s (RFC) servicing
capabilities (rated 'RMS1' by Fitch) as master servicer.

As of the cut-off date, March 1, 2003 the mortgage pool consists
of 1,580 conventional, fully amortizing, 15-year fixed-rate,
mortgage loans secured by first liens on one to four-family
residential properties with an aggregate principal balance of
$262,018,495. The mortgage pool has a weighted average original
loan-to-value ratio of 63.98%. Approximately 59.42% and 3.30% of
the mortgage loans possess FICO scores greater than or equal to
720 and less than 660, respectively. Loans originated under a
reduced loan documentation program account for approximately
62.28% of the pool, equity refinance loans account for 44.42%,
and second homes account for 1.73%. The average loan balance of
the loans in the pool is $165,834. The three states that
represent the largest portion of the loans in the pool are
California (32.23%), Texas (9.06%) and Florida (6.52%).
Approximately 0.79% 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.

All of the mortgage loans were purchased by the depositor
through its affiliate, Residential Funding, from unaffiliated
sellers except in the case of 27.3% of the mortgage loans, which
were purchased by the depositor through its affiliate,
Residential Funding, from HomeComings Financial Network, Inc., a
wholly-owned subsidiary of the master servicer. No other
unaffiliated seller sold more than approximately 22.5% of the
mortgage loans to Residential Funding. Approximately 75.4% of
the mortgage loans are being subserviced by HomeComings
Financial Network, Inc. (rated 'RPS1' by Fitch).

The mortgage loans were originated under GMAC-RFC's Expanded
Criteria Mortgage Program (Alt-A program). Alt-A program loans
are often marked by one or more of the following attributes: a
non-owner-occupied property; the absence of income verification;
or a loan-to-value ratio or debt service/income ratio that is
higher than other guidelines permit. In analyzing the collateral
pool, Fitch adjusted its frequency of foreclosure and loss
assumptions to account for the presence of these attributes.

Deutsche Bank Trust Company Americas will serve as trustee.
RALI, a special purpose corporation, deposited the loans in the
trust, which 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.


RESIDENTIAL ASSET: Classes B-1 & B-2 Rated at BB/B by Fitch
-----------------------------------------------------------
Fitch rates Residential Asset Mortgage Products, Inc. $409.3
million mortgage pass-through certificates, series 2003-RM1
classes A-1 through A-12, A-P, A-V, R-I and R-II certificates
(senior certificates) 'AAA'. In addition, Fitch rates class M-1
($5.9 million) 'AA', class M-2 ($2.5 million) 'A', class M-3
($1.7 million) 'BBB', privately offered class B-1 ($1.3 million)
'BB' and privately offered class B-2 ($800,000) 'B'.

The 'AAA' ratings on senior certificates reflect the 3.10%
subordination provided by the 1.40% class M-1, 0.60% class M-2,
0.40% class M-3, 0.30% privately offered class B-1, 0.20%
privately offered class B-2 and 0.20% privately offered class B-
3 (which is 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, strength of the legal and financial
structures, and Residential Funding Corp.'s servicing
capabilities (rated 'RMS1' by Fitch) as master servicer.

As of the cut-off date, March 1, 2003 the mortgage pool consists
of 970 conventional, fully amortizing, 30-year fixed-rate
mortgage loans secured by first liens on one- to four-family
residential properties with an aggregate principal balance of
$422,346,617. The mortgage pool has a weighted average original
loan-to-value ratio of 69.00%. Approximately 63% and 6.32% of
the mortgage loans possess FICO scores greater than or equal to
720 and less than 660, respectively. Loans originated under a
reduced loan documentation program account for approximately
14.40% of the pool, equity refinance loans account for 27.80%,
and second homes account for 2.44%. The average loan balance of
the loans in the pool is $435,409. The three states that
represent the largest portion of the loans in the pool are
California (42.17%), Massachusetts (5.40%) and Florida (5.16%).
Approximately 1.71% 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.

Approximately 36.0%, 31.0%, 15.6% and 13.1% of the mortgage
loans were purchased from E*Trade Bank, Greenpoint Mortgage
Funding, Bank One and Virtual Bank, respectively. No other
unaffiliated seller sold more than approximately 2.4% of the
mortgage loans to Residential Funding. On or about April 1,
2003, the master servicer will transfer the subservicing with
respect to approximately 55% of the mortgage loans from various
sellers to GMAC Mortgage Corporation. After the completion of
such servicing transfers, GMAC Mortgage Corporation will in the
aggregate service approximately 90% of the mortgage loans. GMAC
Mortgage Corporation is rated 'RPS1' primary servicer by Fitch.

Deutsche Bank Trust Company Americas will serve as trustee.
RAMP, a special purpose corporation, deposited the loans in the
trust, which 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.


SAFETY-KLEEN: Maintenance Agreement with Ryder Truck Approved
-------------------------------------------------------------
Safety-Kleen Systems sought and obtained Court authority to
enter into a master vehicle maintenance agreement with Ryder
Truck Rental, Inc. by which Ryder will provide vehicle
maintenance and related services to Systems.  The estimated
annual cost of services to be performed by Ryder under this
Agreement is $12,900,000.

The salient terms and conditions of the Agreement are:

          (1) Term of Agreement.  The term of the Agreement will
              be for three years beginning on the Effective Date.
              Unless either Party notifies the other 180 days
              before the end of the Agreement, the Agreement will
              automatically renew for an additional three years.
              Either party may terminate the Agreement, after
              January 1, 2004, at any time without cause on 90
              days' written notice to the other;

          (2) Maintenance Obligations.  Ryder will have the
              continuing duty to maintain the vehicles in the
              Fleet:

                 (i) in good operating condition;

                (ii) in compliance with applicable federal, state
                     and local statutes, regulations, ordinances,
                     rules, requirements, standards, policies,
                     guidelines, proclamations, and other laws,
                     including those pertinent to minimum safety
                     standards or over-the-road vehicles and
                     emissions controls, and

               (iii) in compliance with preventative maintenance
                     scheduling and inspection programs;

          (3) Record Keeping Obligations.  Ryder will keep
              records of maintenance -- whether preventative or
              otherwise -- repairs, fueling, and washing and will
              maintain a log or other similar record pertinent to
              each vehicle it services listing dates of
              inspection, services and repairs to each vehicle, a
              description of the inspection, maintenance services
              or repairs rendered on each date, the mileage
              appearing on the vehicle's dometer on each date,
              and comments regarding the general condition of the
              vehicle and any other information agreed to by the
              parties. Ryder will promptly forward a copy of the
              log or record to Systems upon its request;

          (4) Breakdown Coverage.  Ryder will provide, at its
              expense, emergency road assistance and towing
              services for the vehicles in the event of a
              mechanical breakdown or tire failure.  For all
              other breakdowns, Ryder will provide the same
              assistance but at Systems' expense; and

          (5) Indemnification.  Ryder will indemnify and hold
              harmless Systems and its affiliates, and their
              past, present and future employees from any and
              all claims suffered as a result of any negligent
              act or omission of Ryder, its employees, agents
              or authorized subcontractors, or any breach by
              Ryder of the Agreement.

              Systems will indemnify and hold harmless Ryder
              and its affiliates and their present, past and
              future employees from and against any and all
              claims suffered as a result of any negligent act
              or omission of Systems, its employees, agents or
              authorized subcontractors, or any breach by
              Systems of the Agreement. (Safety-Kleen Bankruptcy
              News, Issue No. 53; Bankruptcy Creditors' Service,
              Inc., 609/392-0900)


SKYWAY AIRLINES: Pilots Dismayed by Failure to Reach New Deal
-------------------------------------------------------------
The pilots of Midwest Connect carrier Skyway Airlines, who are
represented by the Air Line Pilots Association, International,
expressed dismay that the airline's management and pilots have
failed to reach an agreement on a new pilot contract.  To help
the airline regain its financial strength, Skyway pilots offered
to accept temporary pay cuts requested by the carrier, as well
as other cost-cutting measures, in exchange for addressing pilot
concerns in the later years of a new contract.

"During contract negotiations this week in Washington, D.C., we
offered management significant and immediate cost-savings in
return for completing our negotiations for a new contract," said
Captain Brian Belmonti, chairman of the Skyway pilots' unit of
ALPA.

"We are doing our best to help our carrier considering that our
pilots are among the lowest paid in the industry," Belmonti
said.  Many of the pilots earn less than $20,000 base pay per
year.

"The Skyway pilots remain committed to working with our
management to address our mutual concerns, but we have been
working under our current contract since January 1998," Belmonti
said.  "And although our pilot pay rates are among the lowest in
the industry, we are still willing to accept reasonable pay cuts
that will help save our airline and our jobs."

The Skyway pilots and management have been in negotiations for a
new contract since June 2001.  The pilot contract became
amendable in January 2002. Talks have been conducted under the
auspices of the National Mediation Board since August 2002.

Skyway Airlines is owned by Midwest Holdings and operates as a
Midwest Connect carrier. Skyway's 220 professional pilots fly a
fleet of 328JET and Beech 1900D aircraft from Milwaukee to
cities throughout the upper Midwest and to Toronto, Canada.

Founded in 1931, the Air Line Pilots Association, International,
is the world's oldest and largest pilots union, representing
66,000 pilots at 42 airline carriers in the United States and
Canada.  ALPA's website is http://www.alpa.org.


SONICBLUE INC: Nasdaq To Delist Securities Tomorrow
---------------------------------------------------
SONICblue Incorporated (Nasdaq: SBLU) announced that on March
24, 2003 it received notification from Nasdaq Listing
Qualifications Staff that SONICblue's securities will be
delisted from The Nasdaq SmallCap Market at the opening of
business on April 2, 2003. SONICblue currently has no plans to
appeal the delisting.

In its letter to SONICblue, Nasdaq Listing Qualifications Staff
cited several factors in its determination to delist SONICblue's
securities, including SONICblue's filing of a voluntary petition
for reorganization under Chapter 11 of the United States
Bankruptcy Code on March 21, 2003 (Bankr. N.D. Calif., Case No.
03-51775) and associated public interest concerns raised by the
filing, concerns regarding the residual equity interest of the
exiting listed securities holders, concerns regarding
SONICblue's ability to sustain compliance with all of the
requirements for continued listing, including the $1.00 minimum
bid price per share, and SONICblue's failure to pay Nasdaq's
annual fee.

As a result of SONICblue's Chapter 11 filing, at the opening of
business on March 26, 2003, SONICblue's common stock began
trading under the symbol SBLUQ.

               About SONICblue Incorporated

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


SPIEGEL GROUP: U.S. Trustee Appoints Unsecured Creditors Panel
--------------------------------------------------------------
Pursuant to Sections 1102(a) and 1102(b) of the Bankruptcy Code,
Carolyn S. Schwartz, the United States Trustee for Region 2,
appoints these nine unsecured claimants to the Official
Committee of Unsecured Creditors for The Spiegel Group's Chapter
11 cases:

     (1) Commerzbank AG - NY Branch
         2 World Financial Center
         New York, New York 10281
         Attn: Mary F. Harold, SVP
         Tel. No. (212) 266-7509

     (2) Dresdner Kleinwort Wasserstein
         75 Wall Street
         New York, New York 10005-2889
         Attn: James Gallagher
         Tel. No. (212) 429-2294

     (3) DZ Bank AG
         (Deutsche Zentral-Genossenschaftsbank)
         DG Bank Building
         609 Fifth Avenue
         New York, NY 10017-1021
         Attn: David Fischbein, Vice President
         Tel. No. (212) 745-1574

     (4) Bank of America, N.A.
         231 South LaSalle Street, 10th floor
         Chicago, IL 60697
         Attn: Bridget Garavalia
         Tel. No. (312) 828-1259

     (5) Deutsche Bank AG New York Branch
         31 West 52nd Street, 24th Floor
         New York, NY 10019
         Attn: Clark Peterson
         Tel. No. (646) 324-2277

     (6) WestLB
         1211 Avenue of the Americas
         New York, NY 10017
         Attn: Michael F. McWalters
         Tel. No. (212) 852-6147

     (7) R.R. Donnelley & Sons Company
         77 Wacker Drive
         Chicago, IL 60601
         Attn: Ruby Kerr
         Tel. No. (312) 326-8373

     (8) AT&T Corp.
         One AT&T Way
         Bedminster, New Jersey 07921
         Attn: James W. Grudus
         Tel. No. (908) 532-1834

     (9) Simon Property Group, LP
         115 West Washington Street
         Indianapolis, Indiana
         Attention: Ronald M. Tucker
         Tel. No. (317) 263-2346

(Spiegel Bankruptcy News, Issue No. 3; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


SR TELECOM: Inks Agreement to Acquire Netro Corporation
-------------------------------------------------------
SR Telecom Inc. (TSX: SRX), the global fixed wireless access
solutions leader, signed a definitive agreement to acquire Netro
Corporation (NASDAQ: NTRO), a provider of broadband, point-to-
multipoint, fixed wireless access equipment. The transaction
solidifies SR Telecom's position as the world's leading provider
of carrier-class fixed wireless access solutions by adding the
next generation 3.5 GHz Angel product, which benefited from
hundreds of millions in development to date, to SR Telecom's
product portfolio. The acquisition also significantly
strengthens SR Telecom's financial position, as the Company is
expected to have consolidated cash at closing of approximately
C$75 million.

"This transaction enables SR Telecom to leverage its global
client base and distribution network and further extend our
leadership position as the world's premiere provider of fixed
wireless access solutions," said Pierre St-Arnaud, SR Telecom's
President and Chief Executive Officer. "Netro's products
complement our own product line in terms of frequency and
applications. When combined, SR Telecom's extensive channel to
market and turnkey solutions capabilities and Netro's products
will enable us to address a number of previously identified
opportunities within our existing customer base and will also
give us the opportunity to pursue significant new contracts we
would not otherwise be in a position to pursue."

The acquisition has been approved by the Board of Directors of
both companies and is subject to certain conditions, including
regulatory approval and the approval of Netro's shareholders.
The acquisition is expected to close early in the third quarter
of 2003. Insiders holding approximately 12% of Netro's
outstanding shares have irrevocably agreed to vote in favour of
the transaction.

                Structure of the Transaction

The transaction will be structured as a merger, in which a
wholly owned subsidiary of SR Telecom will merge with and into
Netro. Netro stockholders will receive total consideration of
approximately US$3.11 per share, based on SR Telecom's closing
price of C$0.75 per share as of March 26, 2003, amounting
to an aggregate consideration of approximately US$121 million,
which represents a premium of 28% to Netro's closing stock price
of US$2.43 on March 26, 2003. The consideration will be
comprised of a dividend payout of US$100 million paid by Netro
immediately prior to the closing, and the issuance by SR Telecom
of American Depository Receipts representing up to 41.5 million
of SR Telecom common shares, which will be exchangeable by Netro
stockholders into SR Telecom common shares.

Following the transaction, Netro stockholders will own
approximately 43% of SR Telecom's common shares. SR Telecom
intends to file a registration statement with the U.S.
Securities and Exchange Commission in order to register the ADRs
for sale in the United States and will seek to quote its ADRs on
Nasdaq, subject to compliance with the regulatory requirements
of the SEC and of Nasdaq.

TD Securities Inc. acted as financial advisor to SR Telecom Inc.
and Goldman, Sachs & Co. acted as financial advisor to Netro
Corporation.

                     Improved Balance Sheet
                    and Financial Performance

"The Netro transaction will also substantially improve our
balance sheet," said David Adams, SR Telecom's Vice-President,
Finance and Chief Financial Officer. "After taking into account
the anticipated restructuring costs, transaction expenses and
assumed liabilities, we anticipate that in addition to its own
cash balances, SR Telecom expects the transaction will provide
net cash proceeds of over C$20 million. This solidifies our
competitive position considerably, providing us with the
financial strength and flexibility to continue to support our
anticipated growth and our industry-leading technology. Based on
our review of opportunities in our existing customer base, we
believe the addition of Angel and AirStar will play a
significant role in our achieving our target to double SR
Telecom's revenues. We anticipate that the acquisition will
generate a positive contribution to earnings and cash flow for
fiscal 2004 and that the overall transaction will be neutral to
earnings per share in 2004 and accretive to earnings per share
in 2005."

                      Enhanced Market Reach
                with a Broader Product Portfolio

With this acquisition, SR Telecom boosts its capacity to deliver
end-to-end broadband wireless solutions, making broadband data
and high-speed Internet access deployable in areas where
wireline technologies are not economically viable or efficient.
Moreover, it significantly increases SR Telecom's addressable
market into urban markets with licensed frequencies in the low
(1.9-3.5 GHz) and the high (10-39 GHz) frequencies where there
is a demand for high-speed data communications and toll quality
voice services. Netro's Angel, the first commercially deployed
carrier-class, non-line-of-sight system using Orthogonal
Frequency Division Multiplexing, ensures optimized coverage,
capacity and cost for toll-quality voice and scalable high-
speed data applications. Netro's high-capacity Fixed Broadband
Access Solution, AirStar, answers the needs of small and medium
enterprises for performance and reliability.

With the transaction, SR Telecom's diverse solutions portfolio
and extensive distribution network enable it to deploy and
provision revenue-generating broadband technology solutions to
service providers throughout the world.

"The strengths of Netro's rich broadband product portfolio and
technical expertise, coupled with SR Telecom's longstanding and
well-established global relationships with customers in more
than 110 countries creates a new, world-class partner of choice
for end-to-end fixed wireless access solutions," said Gideon
Ben-Efraim, Chairman of the Board, President and Chief Executive
Officer, Netro Corporation. "Netro's customers will benefit from
SR Telecom's global reach, end-to-end range of solutions, and
the shared commitment to customer service."

              Substantial Customer Benefits

The acquisition also brings substantial benefits to SR Telecom's
extensive customer base. Netro's customers and partners will
also benefit from the combined company's increased service,
support and turnkey experience as well as global reach. The
addition of Netro's broadband fixed wireless access platform
enables the delivery of carrier-class voice and high-speed data
services to both residential and business users, and enhances
the ability of both established and next generation service
providers to deliver these services by facilitating a graceful
and cost-efficient evolution from legacy narrowband networks.

The broadband fixed wireless access market is set to grow
dramatically as alternate and established service providers look
to deploy this technology where traditional wireline access
networks do not reach. The market for broadband fixed wireless
access is expected to grow from 1 million lines today to 16
million lines in 2008, according to Ovum Research, an industry
research firm. In addition to existing 3.5 GHz licenses through
Europe, China and Brazil, two countries with low tele-density
and high potential were allocated licenses for voice and data
services earlier this year. Licenses in the 3.5 GHz frequencies
have also been allocated in Latin America as the new licensed
frequency for WLL.

Netro Corporation is a leading provider of fixed broadband
wireless systems used by telecommunications service providers to
deliver voice and high-speed data services for access and mobile
infrastructure applications to customers worldwide. Netro offers
a broad range of low and high frequency products for business
and residential, access and mobile infrastructure needs, with a
wide set of licensed frequencies for point-to-multipoint: 1.9 -
39 GHz. The Company's AirStar and Angel products have an
impressive track record of performance and stability worldwide.

SR Telecom is a world leader and innovator in Point-to-
Multipoint Wireless Access solutions, which include equipment,
network planning, project management, installation and
maintenance services. Its products, which are used in over 110
countries, are among the most advanced and reliable PMP wireless
telecommunications systems available today. Serving telecom
operators worldwide, SR Telecom's fixed wireless solutions
provide high-quality voice and data for applications ranging
from carrier class telephone service to high-speed Internet
access.

SR Telecom and Netro plan to file a registration statement on
Form F-4, including a proxy statement/prospectus, and other
relevant documents with the United States Securities and
Exchange Commission concerning the acquisition, and Netro
expects to mail the proxy statement/prospectus to its
stockholders in connection with the acquisition. Investors and
security holders are urged to read the proxy
statement/prospectus carefully when it becomes available,
because it will contain important information about SR Telecom,
Netro and the acquisition. Investors and security holders will
be able to obtain free copies of these documents, when they are
available, through the website maintained by the United States
Securities and Exchange Commission at http://www.sec.gov

In addition, investors and security holders may obtain free
copies of the documents filed with the Securities and Exchange
Commission by SR Telecom by contacting SR Telecom Investor
Relations, 8150 Trans-Canada Highway, Montreal, Quebec, H4S 1M5,
(514) 335-1210. Investors and security holders may obtain free
copies of the documents filed with the United States Securities
and Exchange Commission by Netro Corporation by contacting Netro
Corporation Investor Relations, 3860 North First Street, San
Jose, California 95134, (408) 216-1500.

SR Telecom and Netro, and their respective directors, executive
officers, certain members of management and employees, may be
deemed to be participants in the solicitation of proxies from
Netro's stockholders in connection with the merger. A
description of the interests of Gideon Ben-Efraim, Netro
Corporation's Chairman of the Board and Chief Executive Officer,
and certain of Netro's other executive officers, employees and
directors who may be deemed to be participants in the
solicitation of proxies, and any additional benefit they may
receive in connection with the merger, will be described in the
proxy statement/prospectus.


SUPERIOR TELECOM: Gets Interim Nod for $95 Million DIP Financing
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware gave its
interim nod of approval to Superior TeleCom Inc., and its
debtor-affiliates request to obtain postpetition financing to
finance the ongoing business operations of the Debtors in their
chapter 11 cases.  The Debtors are authorized, post-bankruptcy,
to borrow up to $95,000,000 from their prepetition lenders.

The Debtors disclose that they are jointly liable to Fleet
National Bank, as syndication agent, Merrill Lynch & Co., as
documentation agent, and Deutsche Bank, as administrative agent,
the aggregate principal amount of $890,026,479 and letters of
credit amounting to $9,170,056 which remained undrawn and
outstanding as of the Petition Date

The Debtors tell the Court that they are unable to obtain
adequate unsecured credit allowable under Section 503(b)(1) as
an administrative agent.  The Debtor's ability to obtain
sufficient working capital and liquidity through indebtedness
and financial accommodations is vital to the preservation and
maintenance of the going concern value of the Debtors.

The Court concurs with the Debtors that the terms of the DIP
Financing reflects the Debtors' exercise of prudent business
judgment consistent with the fiduciary duty as they are
supported by reasonably equivalent value and fair consideration.

As security for all of the Debtor's obligations and indebtedness
under the DIP Credit Documents, the DIP Agent, in behalf of the
Lenders, is granted a:

      a) perfected first priority senior security interest in and
         lien upon the Unencumbered Collateral;

      b) perfected junior priority security interest in and lien
         upon all Encumbered Collateral; and

      c) perfected first priority, senior priming security
         interest in and lien upon all Prepetition Lender
         Collateral,

pursuant to Sections 364(c)(2), (3) and (d) of the Bankruptcy
Code.

Additionally, the Debtors are authorized to use the proceeds of
the DIP Financing to make an intercompany loan to Superior Essex
Funding, LLC, to be used solely to allow it to repurchase all
receivables solely to allow it to repurchase all receivables
sold under the GECC Facility, to retire all debt obligations and
to terminate the GECC Facility.

Final hearing is scheduled on April 9, 2003 at 3:00 p.m. to
consider the Debtors' request of obtaining up to $100 million
revolving credit facility from Deutsche Bank Trust Company
Americas and General Electric Capital Corporation. All written
objections to the Final Hearing must be in by April 3, 2003 and
must be received by:

      i) attorneys for the Debtors:

         Laura Davis Jones, Esq.
         Pachulski, Stang, Ziehl, Young, Jones & Weintraub PC
         919 North Market St.
         16th Floor, Wilmington, Delaware 19899-8705
         Fax: 302 652-4400

               and

         Alan B. Hyman, Esq.
         Proskauer Rose LLP
         1585 Broadway
         New York, New York 10036
         Fax: 212 969-2900

     ii) attorneys for Deutsche Bank as
         DIP Agent and Prepetition Agent:

         Kenneth S. Ziman, Esq.
         Simpson Thacher & Bartlett
         425 Lexington Avenue
         New York, New York 10017
         Fax: 212 455-2502

               and

         Mark D. Collins. Esq.
         Richards Layton & Finger
         One Rodney Square
         P.O. Box 551
         Wilmington Delaware 19899
         Fax: 302 651-7701

    iii) the Office of the United States Trustee for the District
         of Delaware and the Clerk of the Delaware Bankruptcy
         Court.

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


STRUCTURED FINANCE: Fitch Junks Three Classes of Notes
------------------------------------------------------
Fitch Ratings has downgraded the following classes of notes
issued by Structured Finance Asset Ltd., a synthetic CDO
referencing asset-backed securities:

       -- JPY15,000,000,000 class A floating-rate notes due 2008
          to 'BB' from 'AAA';

       -- JPY430,000,000 class B floating-rate notes due 2008 to
          'B' from 'AA';

       -- JPY260,000,000 class C floating-rate notes due 2008 to
          'CCC' from 'A';

       -- JPY690,000,000 class D floating-rate notes due 2008 to
          'CC' from 'BBB';

       -- JPY350,000,000 class E floating-rate notes due 2008 to
          'CC' from 'BB'.

All classes remain on Rating Watch Negative due to the
uncertainty of the timing and ultimate resolution of current
impaired assets as well as the continuing risk of deterioration
in the portfolio.

Though having experienced zero events of default to date,
Structured Finance Asset Ltd. has exposure to distressed credits
that was material in Fitch's analysis. Exposures to
underperforming sectors such as collateralized debt obligations,
aircraft securitizations, and manufactured housing have
contributed to the ratings deterioration of this transaction. In
addition, the rating actions above reflect significant
deterioration in the credit quality of Structured Finance Asset
Ltd.'s reference pool. Currently 33% of the reference pool is
rated below investment grade, reflecting an actual increase of
18% since the transaction's inception.

Barclays Bank Plc is the arranger of Structure Finance Asset
Ltd. Barclays is also the Risk Participation Transaction
Counterparty for the transaction. As such, Barclays can replace
reference obligations in accordance to guidelines set forth in
the transaction's governing documents.

In order to provide additional information to investors in this
transaction as well as other Barclays arranged CDOs, Fitch has
listed on its web site the collateral or reference pool for the
substantial majority of Barclays arranged CDOs as well as
whether any such collateral/reference obligations have defaulted
or are the subject of credit/trigger events.


SUN HEALTHCARE: Arthur Andersen Demands Payment of $1.9M Balance
----------------------------------------------------------------
Arthur Andersen LLP provided a variety of corporate
restructuring, auditing and accounting, tax and consulting
services to Sun Healthcare Group, Inc., and its debtor-
affiliates' bankruptcy estates.  Consequently, under the
Professional Compensation Order, the Court awarded Andersen
$15,571,515 as final compensation and $1,403,283 as
reimbursement for its expenses.  But to date, the Debtors have
yet to pay a $1,877,834 outstanding balance owed to Andersen.

William D. Sullivan, Esq., at Elzufon, Austin, Reardon, Tarlov &
Mondell PA, in Wilmington, Delaware, reminds the Court that
pursuant to the Debtors' confirmed Reorganization Plan, the
claims for professional compensation must be paid in the amounts
allowed by the Court:

     -- on the later of:

        (a) the effective date of the Plan; or

        (b) the date on which the order relating to any
            administrative expense claim becomes a final order;
            or

     -- on other terms as may be mutually agreed upon between the
        holder of an Administrative Expense Claim and the Debtors
        or, on and after the Effective Date, Reorganized Sun.

Accordingly, Arthur Andersen asks the Court to compel the
Reorganized Debtors to immediately pay its Compensation Claim.

Mr. Sullivan contends that the Professional Compensation Order
became final on December 27, 2002.  Therefore, Andersen's Claim
became due and owing on that date.

Mr. Sullivan informs the Court that Andersen has not reached
agreement with the Reorganized Debtors for any deferral of the
deadline for the Claims payment.  Hence, the Reorganized Debtors
are presently in default of their payment obligation.

Mr. Sullivan argues that if the Reorganized Debtors wish to
continue invoking the Court's jurisdiction to compel compliance
with the terms of their confirmed Plan, they must likewise
comply with their own obligations under the Plan.  They can't
have it both ways.  The obligations are particularly deserving
of immediate enforcement, Mr. Sullivan adds, given that payment
in full of professional fees was a condition precedent to
confirmation. (Sun Healthcare Bankruptcy News, Issue No. 51;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


TOWN SPORTS: S&P Rates $50M Bank Loan & Sr Unsec. Notes at B+/B-
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' rating to
Town Sports International Inc.'s proposed $50 million secured
revolving credit facility due 2008.

At the same time, Standard & Poor's assigned its 'B-' rating to
the company's proposed $250 million senior unsecured notes due
2011. Proceeds are expected to be used to refinance existing
debt, fund the redemption of $125 million in 9.75% senior
unsecured notes and $64.5 million in senior preferred stock, and
for general corporate uses. In addition, Standard & Poor's
affirmed its 'B' corporate credit rating on the company and
removed it from CreditWatch where it was placed on March 20,
2003. The outlook is stable. New York, New York-based fitness
club operator had total debt outstanding of $223 million,
including redeemable senior preferred stock, at Dec. 31, 2002.

"The ratings reflect the company's aggressive, debt-financed
expansion, heavy capital spending, and high debt levels compared
with a relatively small cash flow base," said Standard & Poor's
credit analyst Andy Liu. "These factors are balanced against a
strong position in the company's four major markets, improved
geographic diversity, good same club revenue and membership
growth, and better margins relative to industry peers,"
added Mr. Liu.


TRUE TEMPER: Senior Secured Bank Notes Assigned with BB- Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' bank loan
rating to the recently issued $40 million senior secured credit
facilities of golf club shaft manufacturer True Temper Sports,
Inc. At the same time, Standard & Poor's affirmed its 'B+'
corporate credit ratings and 'B-' subordinated debt ratings on
TTSI and its holding company True Temper Corp.

Proceeds from the bank loan were used to refinance a portion of
TTC's senior discount notes.

The outlook is stable.

Memphis, Tennessee-based TTSI had about $125 million of total
debt outstanding at December 31, 2002.

The senior secured facilities comprise a $25 million, five-year
term loan maturing in 2007 and a $15 million, five-year
revolving credit facility maturing in 2007, which includes a $3
million sublimit for letters of credit. Financial covenants
include minimum fixed-charge coverage, minimum EBITDA, maximum
total debt to adjusted EBITDA, minimum total interest coverage,
and maximum capital expenditure requirements. Standard & Poor's
believes that the distressed enterprise value of the company
would be sufficient to fully cover the bank debt in the event of
default.

"The ratings on TTSI and its holding company TTC reflect TTSI's
leveraged financial profile, narrow business focus, and the golf
equipment industry's dependence on discretionary consumer
spending," said Standard & Poor's credit analyst David Kang.
"Somewhat mitigating these factors is the company's dominant
market position in the steel golf shaft market."

TTSI is a leading designer, manufacturer, and marketer of golf
club shafts, and also has a performance sports division that
provides tubes to bicycle, hockey, and lacrosse equipment
manufacturers. These segments, as well as the company's
international operations, provide a degree of stability to cash
flows. The company serves more than 800 customers, including the
top 20 domestic golf club designers.

Standard & Poor's estimates the total market for golf club
shafts to be less than 10% of the $4.5 billion golf equipment
industry. However, despite the somewhat narrow focus, TTSI is
the largest shaft manufacturer in the world. It is the market
leader in the steel golf club shafts, with an estimated 66%
share, more than four times that of its next largest competitor.
In the highly fragmented graphite market, where it focuses
primarily on the premium-price segment, TTSI is the second-
largest player, with about a 9% market share.

Performance sports generated more than 4% of TTSI's fiscal 2002
sales. International sales accounted for about 28% of 2002
sales. TTSI views additional international penetration as an
opportunity to further diversify its customer base. However,
even with a diversified base, there is some customer
concentration, with the top 10 accounts representing about 65%
of fiscal 2002 sales.

Fiscal 2002 sales were down 3.3% from the previous year because
of continued soft economic conditions and the weak retail
environment.


UAL CORP: PBGC Supports 'Follow-On' Pension Plan for Pilots
-----------------------------------------------------------
The Pension Benefit Guaranty Corporation (PBGC) will not object
to the defined-contribution pension arrangement that US Airways
will set up for pilots whose defined-benefit plan the company
intends to terminate. Consistent with the bankruptcy court's
earlier decision, the PBGC also approved US Airways' application
for a distress termination of the pilots' pension plan.

The "follow-on" pension proposal, agreed to by US Airways and
its pilots union, consists of a tax-qualified basic defined-
contribution plan and a supplemental, non-qualified defined-
contribution plan. The PBGC's decision not to object is part of
an agreement with the company and the pilots union that between
now and the end of 2008 the benefits and contributions under the
new defined-contribution arrangement will not be increased and
no new defined- benefit plan will be created.

When an underfunded pension plan is terminated and taken over by
the PBGC, the agency reviews any proposed "follow-on" plan to
determine whether it constitutes an abuse of the pension
insurance system. If the combined benefits of the follow-on plan
and PBGC's guaranteed amounts produce substantially the same
benefits as the original plan, the follow-on plan is deemed
abusive. The Supreme Court endorsed PBGC's follow-on policy in
its 1990 decision in the LTV Steel case.

"The PBGC's policy against abusive follow-on plans is crucial to
preserving the financial integrity of the pension insurance
system," said Executive Director Steven A. Kandarian.

Without a follow-on policy, firms in severe financial distress
could terminate their pension plans, transfer the obligations to
the PBGC, and set up follow-on plans that build on PBGC's
guaranteed benefits to substantially replicate the old benefits.
Participants might not object if their combined benefits were
substantially the same as under the old plan, and companies
would have far lower pension costs going forward. The result
could be a flood of additional losses for the PBGC.

After recording a $7.7 billion surplus at the end of fiscal year
2001, the PBGC slid into a deficit of $3.6 billion at the end of
fiscal year 2002, mostly due to the termination of several very
large and highly underfunded pension plans. The $3.6 billion
figure does not include losses for any airline company pension
plans, which are estimated to be underfunded by more than $18
billion industry-wide. Losses suffered by the insurance program
must be covered by premiums paid by other companies that sponsor
defined benefit pension plans. The PBGC receives no general tax
revenue and is not backed by the full faith and credit of the
U.S. government.

A federal corporation created under the Employee Retirement
Income Security Act of 1974, the PBGC currently guarantees
payment of basic pension benefits earned by 44 million American
workers and retirees in about 32,500 private-sector defined
benefit pension plans.


VERITAS DGC: Names M-I Pres./CEO Loren Carroll as New Director
--------------------------------------------------------------
Veritas DGC Inc. (NYSE & TSE: VTS) announced that Loren K.
Carroll has been elected to the Company's Board of Directors.

Mr. Carroll is currently president and chief executive officer
of M-I LLC, the world's largest supplier of drilling and
completion fluids and drilling waste management products and
services. He is also executive vice president and a director of
Smith International Inc. and a director of Fleetwood
Enterprises, Inc., both NYSE companies.

The election of Mr. Carroll brings the number of the Company's
directors to seven.

Veritas DGC Inc., headquartered in Houston, Texas, is a leading
provider of integrated geophysical services and reservoir
technologies to the petroleum industry worldwide. For more
information on the Company, visit its Web site at
http://www.veritasdgc.com.

                         *   *   *

As reported, Fitch Ratings has downgraded the senior secured
debt rating of Veritas DGC Inc.'s to 'BB' from 'BB+'. The
downgrade is the result of higher than expected leverage and
weaker than expected results from Veritas following more than
four years of above average commodity prices. Additionally,
Fitch believes that the seismic sector will remain weak in 2003
as E&P companies are reluctant to put significant money into
exploration projects given the turmoil throughout the world.
Finally, Veritas is using the proceeds from its recently
completed bank facility to redeem all of its 9.75% senior
unsecured notes. Therefore, Fitch is withdrawing the senior
unsecured rating. The Rating Outlook remains Negative due to the
weak outlook for the seismic sector. The recently completely
$250 million senior secured bank facility consists of $195
million of term debt and a $55 million revolver. The $195
million of term debt is divided among three tranches. The $30
million term A-tranche matures in February 2006, the $125
million term B-tranche matures in February 2007 and the $40
million, 2nd priority term C-tranche matures in February 2008.
Subsequent to our November 2002 review of Veritas, the company
has increased the amount of debt outstanding from $140 million
to approximately $211 million currently. While this latest
transaction provides for additional liquidity, it limits any
type of de-levering measures for several years. Following four
years of stronger than average prices for oil and natural gas,
Fitch anticipated meaningful improvement in Veritas' credit
profile that never materialized. Seismic demand was slow to grow
in recent years as geophysicists at E&P companies evaluated
seismic data obtained through numerous acquisitions. Secondly,
an excess supply of marine seismic vessels has hampered margins
and will likely continue to do so until capacity is reduced.
Finally, seismic data processing companies have had huge capital
requirements for R&D, technology development and maintaining an
attractive multi client library. This has resulted in several
years of negative free cash flow for Veritas. Until this point,
Veritas has maintained its rating by continuing to fund cash
flow short falls and/or acquisitions with equity. In the past
six years Veritas has issued more than $220 million of equity.
However, with its stock price lagging in recent months, Fitch is
skeptical that Veritas will be issuing equity in the near-to-
intermediate term.


VIASYSTEMS: Fitch Ups Senior Sec. Bank Facility Rating to CCC+
--------------------------------------------------------------
Fitch Ratings has upgraded Viasystems Inc.'s senior secured bank
credit facility to 'CCC+' from 'CCC' and the company is removed
from Rating Watch Evolving. Viasystems recently completed its
recapitalization and emerged from the pre-packaged bankruptcy
process. The ratings for the 'CCC+' senior secured bank credit
facility and the 'D' senior subordinated notes are both
withdrawn. Fitch will no longer be providing financial analysis
on this company.


WARNACO GROUP: Five Creditors Sell Claims Worth $3 Million
----------------------------------------------------------
From December 16, 2002 through March 3, 2003, the Court hearing
the Chapter 11 cases of The Warnaco Group, Inc., and its debtor-
affiliates received five notices of claim transfers:

TRANSFEREE                 TRANSFEROR                     AMOUNT
----------                 ----------                     ------
Contrarian Capital         K Metal Products, Inc.        $35,523
Trade Claims, LP
                            New England Ticketing, Inc.    24,955

                            Browning Ferris Industries     21,822

Solarcom, LLC              Fleet Business Credit, LLC     57,997

KD Distressed and High     Goldman Sachs               2,998,853
Income Securities Fund LP  Credit Partners, LP
                                                       ----------
     TOTAL                                             $3,081,153
                                                       ==========
(Warnaco Bankruptcy News, Issue No. 45; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


WINSTAR COMMS: Court Approves BW Financial Stipulation
------------------------------------------------------
The Chapter 7 Trustee of Winstar Communications Inc. and its
debtor-affiliates sought and obtained Court approval of its
stipulation with BW Financial. The Court also authorized the
Trustee to consummate all transactions related to the
Stipulation.

                         *   *   *

Michael G. Menkowitz, Esq., at Fox Rothschild O'Brien & Frankel,
in Wilmington, Delaware, recounts that prior to the conversion
of Winstar Communications, Inc., and its debtor-affiliates'
cases to Chapter 7, the Debtors commenced a declaratory action
in the New York State Supreme Court, Commercial Division to seek
these declarations:

     A. a certain facility agreement with the predecessor-in-
        interest to BW Financial Corp., by which this predecessor
        company made a loan facility available to the Debtors and
        conveyed certain equipment pursuant to 38 separate
        equipment schedules, in the nature of a sale or leaseback
        transaction;

     B. that the Debtors satisfied all of its obligations
        Pursuant to the Agreement; and

     C. that certain certificates of title to the Equipment
        should be conveyed by BW Financial to the Debtors.

Subsequently, Mr. Menkowitz relates that the Court granted BW
Financial relief from the automatic stay to pursue counterclaims
against the Debtors in the Declaratory Action.  Specifically, BW
Financial asserted counterclaims against the Debtors amounting
to $2,616,780.55.  BWF moved for summary judgment dismissing the
Declaratory Action and entering judgment on its counterclaims,
including attorney's fees, and directing replevin of the
Equipment.

On October 29, 2002, the court denied BW Financial's motion for
summary judgment and granted the Debtors' reverse summary
judgment in their favor.  The court ordered BW Financial to
convey title to the Equipment, and assessed damages against the
Debtors for "fair rent" for the Equipment for the time periods
between the termination of the Equipment Schedules, namely on
September 30, 2000, and the tendering of the payment price,
namely on December 8, 2000, and referred the matter of assessing
the "fair rent" to a Special Referee for determination.

To avoid the additional costs and expenses associated with a
Special Referee hearing, on January 16, 2003, the Debtors and BW
Financial stipulated these agreements:

     A. the "fair rent" to be assessed for the time periods
        Between the termination of the Equipment Schedules,
        namely on September 30, 2000, and the tendering of the
        payment price, namely, December 8, 2000, will be fixed at
        $250,000; and

     B. the Debtors and BW Financial propose to stipulate to a
        further order:

        1. confirming the Court's Memorandum Order of October 29,
           2002;

        2. entering a judgment against the Debtors amounting to
           $250,000; and

        3. dismissing the Declaratory Action.

The salient terms of the settlement embodied by the Stipulation
are:

     A. The Trustee agrees to stipulate to the entry of a
        judgment in the New York Supreme Court amounting to
        $250,000, representing the "fair rent" for the time
        periods between the termination of the Equipment
        Schedules, namely on September 30, 2000, and the
        tendering of the payment price, namely on December 8,
        2000, which Judgment will be treated as a prepetition,
        general unsecured claim in these cases, in exchange for
        BW Financial's release of any and all claims of
        whatsoever nature against the Debtors' estates or
        the Trustee, her successors and assigns, except for the
        BW Financial Prepetition Claim; and

     B. The parties agree to take the steps necessary to have the
        Judgment entered in the New York Supreme Court fixing the
        BW Financial Prepetition Claim after the Delaware
        Bankruptcy Court approves this Stipulation. (Winstar
        Bankruptcy News, Issue No. 40; Bankruptcy Creditors'
        Service, Inc., 609/392-0900)


WORLDCOM INC: Bellsouth Seeks to Modify Stay to Assert Setoff
-------------------------------------------------------------
BellSouth Telecommunications, Inc. asks that the Court to:

     A. grant it relief from the automatic stay to assert a
        limited right of setoff in actions commenced postpetition
        by Worldcom Inc., and its debtor-affiliates against
        BellSouth before various state PSCs;

     B. grant it relief from the automatic stay to commence or
        continue with certain actions against WorldCom, Inc.
        before various state public service commissions or to
        assert the claims asserted in the BellSouth Actions as
        counterclaims in the WorldCom Actions; or in the
        alternative,

     C. condition the continuation of the stay on agreement by
        the Debtors to a stipulation to refrain from executing on
        any judgment or award entered in the Debtors' favor in
        the WorldCom Actions until BellSouth's setoff rights have
        been determined by a final order, including the
        resolution of BellSouth's claims.

According to Paul M. Rosenblatt, Esq., at Kilpatrick Stockton
LLP, in Atlanta, Georgia, BellSouth and the Debtors are party to
a varying array of agreements pursuant to which BellSouth and
the Debtors buy and sell various telecommunications and related
services to and from each other.  Certain of the Services are
provided pursuant to agreements known as interconnection
agreements which provide for the mutual passing of traffic
between or through BellSouth's and the Debtors' networks,
allowing customers of one of the networks to call users served
by or through the other network as well as allowing for the
purchase of certain services available from BellSouth.  The
Interconnection Agreements contain their own terms, as well as
allow for the ordering of various Services provided by tariff.
The Interconnection Agreements are signed on a state-by-state
basis and various Debtors have entered into Interconnection
Agreements with BellSouth in each state.  Thus, BellSouth and
several of the Debtors are party to over 20 different
Interconnection Agreements, although the terms of each
Interconnection Agreement are similar or nearly identical.

Prior to the Petition Date, Mr. Rosenblatt states that BellSouth
prepared to file the BellSouth Actions before various state PSCs
in each of the nine states in BellSouth's regulated operating
region. The nine states in the Operating Region are Florida,
Georgia, Alabama, Mississippi, North Carolina, South Carolina,
Tennessee, Kentucky and Louisiana.  Prior to the Petition Date,
BellSouth was able to commence these four Actions with the
Public Service Commission of South Carolina, Alabama, Georgia
and Louisiana. In these four Actions, BellSouth asserts, on a
current basis, $7,000,000 in claims, exclusive of claims for
late-payment charges, against the Debtors.

In addition to the four BellSouth Actions that were filed,
BellSouth intended to file the BellSouth Actions in the
remaining five states in the Operating Region.  However, as a
result of the filing of these cases and the operation of the
automatic stay, BellSouth was not able to do so.  In total, the
BellSouth Actions represent, on a current basis, $30,000,000 in
claims, exclusive of claims for late-payment charges, against
the Debtors.

Mr. Rosenblatt explains that the BellSouth Actions relate to
what is knows as "PIU" or percent interstate usage, which is the
factor used to allocate billable charges to the correct
jurisdiction whenever the jurisdiction cannot be determined
mechanically.  This is important because interstate rates are
often different from intrastate rates.  Conceptually, the PIU is
the percent of the billable charges that are interstate.  In
some cases, the jurisdiction can be determined with certainty
from the information recorded on the switch routing the call,
and in that case, a PIU is unnecessary.  In other cases,
however, the jurisdiction cannot be determined from the
recording, and a PIU is required to bill the usage to the
correct jurisdiction. BellSouth believes that the Debtors are
incorrectly calculating the split between interstate and
intrastate calls resulting in the Debtors underpaying for access
to BellSouth's telephone lines.  In the BellSouth Actions,
BellSouth alleges that the Debtors improperly determined the PIU
factor for calls made prepetition and continue to do so.

Prior to the Petition Date, BellSouth and the Debtors entered
into discussions in an attempt to resolve various disputes
regarding the Services.  These discussions continued
postpetition, and were made part of the discussions contemplated
pursuant to the setoff procedures of the Court's Amended Order
Authorizing WorldCom to Provide Adequate Assurance to Utility
Companies entered on October 2, 2002, which provided:

    "ORDERED that WorldCom and the Utility Companies that are
     both creditors to, and debtors of, WorldCom, shall negotiate
     in good faith to establish procedures for the mutual setoff
     of payments for prepetition services . . . and for the
     mutual setoff of payments for postpetition services. . . ."

Despite the negotiation efforts, MCIMetro Access Transmission
Services, LLC and MCI WorldCom Communications, Inc. commenced
four actions against BellSouth before the Public Service
Commissions of Georgia, Florida, North Carolina, and
Mississippi. The Debtors have informed BellSouth that they plan
on commencing similar actions against BellSouth before the PSCs
in each of the nine states in the Operating Region where the
Debtors transact business with BellSouth.  Each of the
plaintiffs in the WorldCom Actions is a WorldCom Debtor party.

In the WorldCom Actions, Mr. Rosenblatt reports that the Debtor
Parties allege breaches of the Interconnection Agreements and
seek specific performance and monetary awards in the form of
refunds or credits.  The Debtor Parties assert that BellSouth
has and continues to improperly charge the Debtor Parties for
certain high-capacity circuits.  The Debtor Parties allege that
BellSouth should be charging rates set forth in the
Interconnection Agreements for unbundled network elements rather
than rates set forth in BellSouth's tariffs for special access
circuits.  The allegations relate to the use of BellSouth's
circuits both prepetition and postpetition.

BellSouth is included in the Debtor Parties' Schedules and the
Debtors admit that BellSouth is owed these liquidated, non-
contingent and undisputed amounts for services provided to the
Debtor Parties by BellSouth prior to the Petition Date:

MCImetro Access Transmission Services LLC          $8,267,876
MCI WorldCom Communications, Inc.                   1,602,789
Brooks Fiber Communications of Mississippi, Inc.      101,892

Accordingly, WorldCom admits that, as of the Petition Date,
BellSouth was owed about $10,000,000 on account of the BellSouth
Prepetition Claims.

Mr. Rosenblatt assures the Court that BellSouth is not seeking
relief to immediately effectuate a setoff.  Rather, BellSouth is
seeking relief to assert this right and to have this right
adjudicated in the WorldCom Actions.  BellSouth is also not
seeking to apply any setoff that is unliquidated, disputed or
otherwise contingent.  Indeed, with respect to the BellSouth
Prepetition Claims, it is undisputed that they arose
prepetition, that the Debtors owe these amounts to BellSouth and
that they are valid under applicable state law.  Accordingly,
with respect to the Bellsouth Prepetition Claims, setoff is
proper.

Furthermore, with respect to the PIU Claims, Mr. Rosenblatt
tells the Court that only after the various state PSCs issue
their rulings in the various BellSouth Actions and WorldCom
Actions will setoff be applicable to the extent that both
BellSouth and the Debtors receive countervailing awards.  Thus,
at this time, BellSouth will not be seeking to setoff
unliquidated amounts or amounts that have not been admitted or
validated by a judicial body.  Rather, the Limited Setoff will
occur in a controlled environment, supervised by the various
state PSCs, and only to the extent of the actual awards received
in the Actions.  In that situation, the elements of setoff will
be satisfied by default. That explains why courts in other
jurisdictions have ruled that relief from stay is not necessary
to assert a right of setoff in an action commenced by a debtor.
Thus, at this time, relief from the automatic stay should be
granted to BellSouth merely to assert its Limited Setoff rights
in the WorldCom Actions, or a ruling should be made that the
automatic stay is inapplicable to asserting the Limited Setoff.
(Worldcom Bankruptcy News, Issue No. 22; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


* Large Companies with Insolvent Balance Sheets
-----------------------------------------------
                                 Total
                                 Shareholders  Total     Working
                                 Equity        Assets    Capital
Company                 Ticker  ($MM)          ($MM)     ($MM)
-------                 ------  ------------  -------  --------
Advisory Board          ABCO        (16)          48      (20)
Alaris Medical          AMI         (32)         587      173
Amazon.com              AMZN     (1,353)       1,990      550
Arbitron Inc.           ARB        (169)         127      (17)
Alliance Resource       ARLP        (46)         288      (16)
Altiris Inc.            ATRS         (6)          13       (8)
Actuant Corp            ATU         (44)         295       18
Avon Products           AVP         (91)       3,327       73
Saul Centers Inc.       BFS         (24)         346      N.A.
Big 5 Sporting Goods    BGFV        (23)         252       66
Choice Hotels           CHH        (114)         314      (37)
Campbell Soup Co.       CPB        (114)       5,721   (1,479)
Echostar Comm           DISH       (778)       6,520    2,024
Dun & Brad              DNB         (20)       1,431      (82)
Euronet Worldwide, Inc. EEFT         (8)          61        3
Graftech Int'l          GTI        (307)         797      112
Hollywood Casino        HWD         (92)         553       89
Imclone Systems         IMCL         (5)         474      295
Gartner Inc             IT           (5)         824       18
Jostens                 JOSEA      (540)         375      (40)
Journal Register        JRC         (36)         711      (26)
Kos Pharmaceuticals     KOSP        (58)          83       27
Ligand Pharmaceuticals  LGND        (58)         117       22
Level 3 Comm Inc.       LVLT       (240)       8,963      581
Memberworks Inc.        MBRS        (21)         281     (100)
Mega Blocks Inc.        MB          (37)         106       56
Memberworks Inc.        MBRS        (21)         281     (100)
Moody's Corp.           MCO        (304)         505       12
Medical Staffing        MRN         (33)         162       55
MicroStrategy           MSTR        (69)         104       23
MTC Technologies        MTCT          0           26       10
Petco Animal            PETC        (11)         554      113
Proquest
Co.            PQE         (45)         628     (140)

Per-Se Tech Inc.        PSTI        (50)         203       24
Qwest Communications    Q        (1,094)      31,228   (1,167)
RH Donnelley            RHD        (111)         296        0
Sepracor Inc.           SEPR       (392)         727      430
St. John Knits Int'l    SJKI        (76)         236       86
Talk America            TALK        (74)         165       36
United Defense I        UDI         (30)       1,453      (27)
UST Inc.                UST         (47)       2,765      829
Valassis Comm.          VCI         (33)         386       80
Ventas Inc.             VTR         (54)         895      N.A.
Western Wireless        WWCA       (274)       2,370     (105)
Xoma Ltd.               XOMA        (11)          72       30

                           *********

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

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

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

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

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

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

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published by
Bankruptcy Creditors' Service, Inc., Trenton, NJ USA, and Beard
Group, Inc., Washington, DC USA. Yvonne L. Metzler, Bernadette
C. de Roda, Donnabel C. Salcedo, Ronald P. Villavelez and Peter
A. Chapman, Editors.

Copyright 2003.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without
prior written permission of the publishers.  Information
contained herein is obtained from sources believed to be
reliable, but is not guaranteed.

The TCR subscription rate is $675 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.

                 *** End of Transmission ***