TCR_Public/030402.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

             Wednesday, April 2, 2003, Vol. 7, No. 65

                          Headlines

360NETWORKS: Buys Dynegy's N. American Communications Business
ADELPHIA COMMS: Court Says Yes to June 20 Exclusivity Extension
AIR CANADA: Seeks CCAA Protection to Facilitate Restructuring
AIR CANADA: Unions Seek Government Action to Aid Air Industry
ALTERRA HEALTHCARE: Posts $222 Million Net Loss for Fiscal 2002

AMERICAN PAD: Stretches Lease Decision Period through May 8
AMERICA WEST: Files 10-K Annual Report & Restates Results
AMR CORP: Eagle Pilots Retain Bankruptcy Lawyers -- Just in Case
AMR CORP: Workers Agree to Pay Cuts Totaling $1.8 Billion
AMR CORP: Reaches Tentative Agreement With TWU Mechanics

ANC RENTAL: Wants to Reimburse $1 Million of Due Diligence Fees
ANTHONY CRANE RENTAL: Corporate Credit Rating Slashed to SD
ATLAS AIR: Payment Suspension Spurs Fitch's Default Debt Ratings
BATTERY TECHNOLOGIES: Will Make Canadian Bankruptcy Act Proposal
BETHLEHEM STEEL: Judge Lifland Establishes Asset Sale Procedures

BURLINGTON: Selling Used Equipment to Gibbs for $3.9 Million
CABLE SATISFACTION: Wooing Lenders & Holders for Restructuring
CALPINE: Los Esteros Facility Now Commercially Operational
CANWEST MEDIA: Proposed $200M Senior Notes Rated B- by S&P
CLUETT AMERICAN: S&P Keeps Junk Ratings on CreditWatch Negative

CONGOLEUM: Reaches Agreement in Principle re Asbestos Settlement
CWMBS: Fitch Takes Rating Actions on Ser. 2003-11 Mortgage Notes
DIRECTV LATIN AMERICA: Seeks to Continue Employee Retention Plan
DNA SCIENCE: Files For Chapter 11 Protection to Facilitate Sale
DOANE PET CARE: S&P Affirms B+/B- Ratings on Improved Liquidity

ELGIN NATIONAL: S&P Lowers Senior Unsecured Note Rating to CCC-
ENCOMPASS SERVICES: Court Okays Postpetition Insurance Premiums
ENRON CORP: Court Grants Batson's Application for Rule 2004 Exam
EXIDE: Wants to Enter into Remediation Deals with Gannett, et al
EZENIA!: Shareholders' Equity Deficit Tops $1.5 Mill. at Dec. 31

FLEMING COMPANIES: Files for Chapter 11 Protection in Delaware
FLEMING: Chapter 11 Case Summary & Largest Unsecured Creditors
FOCAL COMMS: Valuation Research Assists in SFAS 144 Work
FRONTIER OIL: Fitch Places Low-B Debt Ratings on Watch Positive
GENUITY INC: Taps Ernst & Young's Services as Auditors

GLOBAL CROSSING: Court Allows April 21 Exclusivity Extension
GLOBALSTAR: Reports Fourth Quarter and Full Year 2002 Results
HAWAIIAN AIRLINES: Boeing Capital Asks for Bankruptcy Trustee
HOMEGOLD FINANCIAL: Files Chapter 11 Petition in South Carolina
HOMEGOLD FIN'L: Case Summary & 20 Largest Unsecured Creditors

HORIZON GROUP: 2002 Shareholders' Equity Deficit Stands at $8.7M
HORIZON PCS: May File for Bankruptcy if Debt Restructuring Fails
INTEREP: Liquidity & Earning Concerns Prompt Negative Outlook
INTERNATIONAL STEEL: S&P Assigns BB Corporate Credit Rating
IT GROUP: Wants AlixPartners' Retention Scope Streamlined

KAISER ALUMINUM: FY 2002 Net Loss Increases to $468.7 Million
KENNY INDUSTRIAL: Asks to Stretch Lease Decision Time to May 18
KMART: 660 More Job Cuts are Part of Restructuring Initiative
LEHMAN BROS: S&P Takes Rating Actions on Series 2000-LLF Notes
LUBY'S INC: Discloses New Two-Year Business Plan and Q2 Results

MAGELLAN HEALTH: U.S. Trustee Appoints Unsecured Creditors Panel
MANAGEMENT ACTION: Garners Aug. 4 Extension to File Ch. 11 Plan
MASSEY ENERGY: Resolves SEC Review Issues
MEDCOMSOFT INC: Completes Private Placement of 2.5 Mill. Shares
METRIS COMPANIES: Secures $125MM Back-Up Loan From Thomas H. Lee

NAT'L STEEL: Court to Consider Plan Extension Request on April 7
NATIONAL STEEL: U.S. Steel Cleared to Pursue Proposed Buyout
NATIONSRENT: Seeks Approval of Settlement Pacts with 7 Lessors
NUEVO ENERGY: Closes $10.5M Union Island Sale to American Energy
NUEVO ENERGY: Hires Michael S. Wilkes as Vice Pres. & Controller

OWENS: Plant Insulation's Appeal Sent Back to Bankruptcy Court
PEREGRINE SYSTEMS: Files Amended Plan of Reorganization in Del.
PIONEER COMPANIES: Records $4.8 Million Net Loss for FY 2002
RAYTECH CORPORATION: Releases Full Year 2002 Results
RURAL/METRO: Awarded Ambulance Contract Renewals in Ohio and Ky.

SAFETY-KLEEN: Court Gives Go Ahead to Edmik, et al, Deals
SHAW GROUP: Completes Tender Offer for $385 Million LYON Issue
SHELBOURNE PROPERTIES: Selling Century Park For $29,750,000
SLATER STEEL: Gets Binding Commitment Letters for $250M Facility
SOFAME TECH: Files BIA Proposal in Canada

SOLECTRON CORP: Intends to Cash-Out Notes Due in May 2020
SONTRA MEDICAL: Cash on Hand to Last Only Until June 30, 2003
SPIEGEL GROUP: Has Until May 18 to File Schedules & Statements
SPIEGEL: Unable to File Form 10-K Pending Examiner's Report
SYSTEMONE TECHNOLOGIES: Balance Sheet Insolvency Stands at $42MM

TEMBEC: Court Slaps Conviction & $14K Fine over EPA Violations
TOWER AUTOMOTIVE: S&P Affirms & Keeps Watch on Low-B Ratings
TRUMP ATLANTIC: S&P Ups Corporate & Senior Debt Ratings to CCC+
US AIRWAYS: Emerges From Chapter 11 with $1.24B Exit Financing
US STEEL: Settles Illinois Asbestos Liability Case

WESCO DISTRIBUTION: BB- Credit Rating Placed on Watch Negative
WESTAR: S&P's Low-B Ratings Unaffected Over Reported Annual Loss
WINSTAR: Ch. 7 Trustee Gets OK to Tap Mark Peterson as Counsel
WORLDCOM INC: Deutsche Bank Discloses 6.16% Equity Stake
WORLDPORT COMMUNICATIONS: Reports Fiscal Year 2002 Losses

XO COMMS: Fitch Withdraws Sr. Debt Ratings after Plan Completion

* William Weintraub Inducted as American Coll. of Bankr. Fellow

* Meetings, Conferences and Seminars

                          *********

360NETWORKS: Buys Dynegy's N. American Communications Business
--------------------------------------------------------------
360networks Corporation, a leading provider of
telecommunications services, will acquire Dynegy Inc.'s (NYSE:
DYN) North American communications business for an undisclosed
sum. Under the terms of the agreement, 360networks will acquire
Dynegy's North American communications operations, consisting of
a high-capacity broadband network spanning more than 16,000
route miles with 65 wholesale customers and access points in 44
U.S. cities. 360networks will assume Dynegy's existing customer
base and its remaining fiber leases and its co-location
facilities.

"Dynegy's telecom business will complement our US network
footprint and enhance our ability to provide high-quality data
communications services to carriers and enterprises throughout
North America," said Greg Maffei, 360networks' Chairman and
Chief Executive Officer. "The volatility in the
telecommunications industry continues to create consolidation
opportunities for those with the right assets and financial
backing."

"We anticipate a seamless transition for existing Dynegy
customers and will continue to offer the same high level of
service that has characterized the operations of both
360networks and Dynegy," added Jimmy Byrd, 360networks'
President and Chief Operating Officer.

The transaction is expected to close in April 2003, pending
regulatory and other approvals.

For Dynegy, the transaction allows the company to complete its
strategy of exiting the communications business to focus its
core business operations.

"[Mon]day's announcement is significant for Dynegy and its
stakeholders as it represents our last major divestiture in the
restructuring around our generation, natural gas liquids and
regulated energy delivery businesses," said Dynegy Inc.
President and Chief Executive Officer, Bruce A. Williamson.

Under the names 360networks and Group Telecom, the company
provides telecommunications services and network infrastructure
in North America to over 13,000 carrier and commercial
customers. It offers a comprehensive range of services from
traditional local and long distance voice products to innovative
products such as optical transport, wavelengths, Internet
transport, Gigabit Ethernet, and optical virtual private
networks (OVPNs). 360networks' optical mesh fiber network is one
of the largest and most advanced on the continent, spanning
33,000 route miles (53,000 kilometers) and reaching 60 major
cities in North America, and includes 17 metro fiber networks in
nine Canadian provinces. For more information, visit
http://www.360.net

360networks filed for Chapter 11 protection on June 28, 2001,
(Bankr. S.D.N.Y Case No. 01-13721). 360networks's plan of
reorganization took effect and the Company successfully emerged
from Chapter 11 protection in the US and CCAA protection in
Canada on Nov. 2002.

Dynegy Inc. owns operating divisions engaged in power
generation, natural gas liquids and regulated energy delivery.
Through these business units, the company serves customers by
delivering value-added solutions to meet their energy needs.


ADELPHIA COMMS: Court Says Yes to June 20 Exclusivity Extension
---------------------------------------------------------------
Adelphia Communications and its debtor-affiliates sought and
obtained Court approval to extend their exclusive period to file
a plan of reorganization until June 20, 2003 and their exclusive
period to solicit and obtain acceptances of that plan through
and including August 21, 2003. (Adelphia Bankruptcy News, Issue
No. 31; Bankruptcy Creditors' Service, Inc., 609/392-0900)

Adelphia Communications' 8.125% bonds due 2003 (ADEL03USR1) are
presently trading at 39 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=ADEL03USR1
for real-time bond pricing.


AIR CANADA: Seeks CCAA Protection to Facilitate Restructuring
-------------------------------------------------------------
Air Canada announced that it has filed for protection under the
Companies' Creditors Arrangement Act (CCAA) in order to
facilitate its operational, commercial, financial and corporate
restructuring. The success of this massive transformation is
dependent on fundamental labour cost restructuring with
amendments to collective agreements, work rules and wages. The
CCAA process will allow Air Canada to restructure its balance
sheet and costs to complete its transformation into a leaner,
more efficient, lower cost airline through savings obtained
mainly from aircraft lessors, lenders, bondholders and labour
groups.

"Clearly, while not our preferred course of action, a CCAA
filing is necessary to allow Air Canada to make the required
changes to compete effectively and profitably in a changed
environment," said Robert Milton, President and Chief Executive
Officer. "Air Canada's customers around the world can continue
booking with confidence that their travel plans will not be
disrupted. It has been repeatedly demonstrated that the action
we have taken today to restructure will not create a disruption
to service nor should it impact in any way our commitment to
safety and customer service - this has been demonstrated by US
Airways and United Airlines in recent months. Aeroplan members
will have continued access to the benefits associated with our
frequent flyer program throughout the restructuring process and
beyond. Employees, upon whom we depend upon to continue
delivering the safe and reliable customer service Air Canada is
renowned for around the world, will continue to be paid on their
regular payroll schedule. Suppliers will be paid in the ordinary
course for goods and services provided going forward after the
filing date.

"While we were able to generate in excess of $1 billion in
liquidity through the DIP facility to finance our restructuring
and transformation, in view of falling revenues as a result of
world events it would be irresponsible to continue without a
process in place to bring costs in line with the new
environment. I stress that this is not just about restructuring
our balance sheet - this is about restructuring our operational
costs, including labour and fleet; restructuring commercially to
better meet the needs of our customers and restructuring the
corporation to better focus on the development of stand-alone
businesses. The business model is broken and it must be fixed
without burning any more furniture. Air Canada and our people
need to embrace a culture change and a new way of doing
business," said Milton.

                    Filing of Petition

Air Canada obtained an order from the Supreme Court of Ontario
providing creditor protection under the Companies' Creditors
Arrangement Act (CCAA). The company is also making a concurrent
petition under section 304 of the U.S. Bankruptcy Code.

The filing includes Air Canada (including all of its divisions
such as Air Canada Technical Services), Air Canada Jazz, ZIP Air
Inc. and Air Canada Capital. Aeroplan, Air Canada Vacations
(ACV) and Destina are not included and these three subsidiaries
will continue dealing with their creditors on a normal basis.

            Debtor-In- Possession (DIP) Financing

In conjunction with its filing the Corporation has arranged for
a USD $700 million (or an equivalent amount in Canadian dollars
not to exceed $1.05 billion) debtor-in-possession (DIP) secured
financing facility from General Electric Capital Canada Inc. The
facility will be secured by all of the unencumbered assets of
Air Canada, and will be available in two stages. The first
tranche is a term loan in the amount of USD $400 million. The
remaining USD $300 million will be made available as a revolving
term credit facility. The loan will have a term of up to 18
months. In addition to our unrestricted cash on hand of
approximately $375 million, the DIP financing will provide
adequate liquidity to meet all of the anticipated needs of Air
Canada and its operating units to continue normal operations
throughout the CCAA process.

                    Exit Financing

Air Canada is in discussion with major financial investors with
respect to permanent financing upon exit from the restructuring
process. The outcome of these discussions is contingent upon a
number of factors, including labour cost restructuring and the
prevailing Canadian regulatory environment. Onex Corporation has
confirmed its intent to proceed with its offer to acquire a 35
per cent interest in Aeroplan from Air Canada and has agreed to
a 30-day exclusive negotiating period to restructure the
transaction, to close upon the airline's emergence from CCAA.

                   Contributing Factors

Over the past three years, airlines around the world have faced
a number of significant challenges which have battered the
industry. The high tech meltdown starting in 2000, the economic
slowdown of 2001, the terrorist attacks of September 11, 2001,
the growth of low cost competition, high oil prices and, now,
the war in Iraq have all contributed to the situation that Air
Canada, and several other airlines, face today. While Air Canada
has dealt aggressively with many of these issues and
outperformed North American industry peers for the past three
years, those achievements are not enough to overcome the
significant cost and liquidity challenges faced by the airline.

                    Industry Outlook

According to IATA, the industry has lost USD $ 31 billion in the
last two years and their most recent analysis dated March 22,
2003 forecasts the armed conflict could easily result in USD $10
billion dollars of losses on international traffic by extending
the current traffic slump well into the summer season. In a
Global Equity Research report on March 7,2003, USB Warburg
provided 2003 loss estimates for the North American industry
alone of USD$6.5 billion with full year revenues projected down
4 per cent. The revenue outlook has further deteriorated with
the prospect of a longer than predicted war in Iraq and the
recent SARS crisis. The report also forecast that absent
material change, all surviving North American legacy network
majors will enter Chapter 11 within two years. In Canada, the
growth in competitive capacity from low cost carriers in a flat
market adds further to the revenue erosion. "It is our view that
rather than burn more of our resources chasing an outdated
business model, we must cut to the chase now," said Milton.

                          Labour

"It appears that the only successful airlines today are the
original low- cost carriers or restructured mainline carriers.
As we are currently seeing with airlines in the United States,
the labour costs of most legacy North American carriers are
simply untenable in the new airline environment. There cannot be
a successful restructuring without a radical wholesale revision
to work rules and changes under the collective agreements
governing the company's 31,000 unionized employees," said
Milton.

While the airline has repeatedly outlined to its unions the
urgent need to find $650 million in permanent, annual labour
savings by March 15, 2003, there has been no agreement on a
meaningful course of action to date, with one exception which
results in an important temporary saving. The Canadian Auto
Workers Airline Division (CAW) has concluded an agreement on a
Supplemental Unemployment Benefit Plan that will allow the
airline to temporarily reduce its over 1,000 surplus Customer
Sales & Service agent workforce and as well has agreed to defer
the general salary increase that would have been effective March
30, 2003, saving the company approximately $36 million.

"The reaction from union leadership has generally been
disappointing and has ultimately compromised the future of their
membership. I had implored our union leaders to attempt to be
different from some of our U.S. peers and assist in
restructuring our costs outside a bankruptcy process, without
the assistance of the courts but the impasse gives us no option
but to restructure under court supervision with the mandatory
consent of creditors," Milton said. "In a CCAA restructuring,
the $650 million requested by the company will be off the table
and the appropriate labour cost reduction will be a condition to
be set by creditors, the monitor and the court."

                      Pension Plans

The value of Air Canada's pension plans, like that of nearly all
pension funds, deteriorated in 2001 and 2002 due to a
convergence of declining interest rates and declining stock
markets. As a result of this and coupled with Air Canada's
fragile financial position, the Office of the Superintendent of
Financial Institutions (OSFI) requested that Air Canada suspend
the pension contribution holiday to which it is legally entitled
and conduct a pension valuation earlier than the next regularly
scheduled evaluation in 2004 to determine the extent of the
pension shortfall and to fund any liability as soon as possible.
The company has been in a constructive dialogue with OSFI
regarding the appropriate means and schedule in which to address
its concerns.

Depending on the outcome of the restructuring, the company is
considering a number of alternatives. These are:

   - Reducing accrued benefits to bring its existing pension
     plans in line with market practice

   - Freezing accrual of benefits for a fixed period of time; or

   - Moving to "defined contribution" type pension arrangements.

                   Commercial restructuring

   New Business Model To Better Meet the Needs of our Customers

The restructuring is not limited to fixing the company's balance
sheet and labour costs. Air Canada will also change the way it
does business to better meet the needs of customers. Initiatives
underway will allow Air Canada to simplify its pricing,
restructure the network to allow greater ease of use through
higher frequency and increased connecting opportunities. While
the airline adjusts capacity on an ongoing basis to meet demand,
there are no immediate plans to discontinue service on any route
at this point. The new Air Canada will continue to be one of the
world's leading carriers serving all corners of the world.

             Operational Restructuring - Fleet

The operational restructuring calls for a revised fleet plan in
addition to a restructuring of labour costs. The revised fleet
plan calls for streamlining the fleet by eliminating smaller
fleet such as the Boeing 747- 400, the Boeing 737- 200 and the
BAE 146. The plan also calls for the growth of the company's
CRJ-50 fleet as well as the introduction of 90-seat Regional Jet
aircraft.

                  Corporate Restructuring

Air Canada will also undertake a corporate reorganization that
will create a new holding parent corporation, Air Canada
Enterprises, with separate business units for each of the
activities in which the corporation is involved. Air Canada will
continue to carry on a domestic, transborder and international
airline business as Canada's national carrier. As part of the
reorganization all of Air Canada's equity interests in its
existing subsidiaries including Aeroplan, Air Canada Technical
Services, Jazz, ZIP, Air Canada Vacations, Air Canada Capital
and Destina will be directly owned, as sister companies by Air
Canada Enterprises. Air Canada will proceed with previously
announced plans to create Airport Ground Handling; and that new
division as well as Air Canada Cargo business operations will be
constituted as stand alone subsidiaries and transferred from Air
Canada to Air Canada Enterprises. Provided that the proposed
sale of a 35 per cent share of Aeroplan is restructured as
intended by Onex and Air Canada, this transaction would close
upon the airline's emergence from CCAA.

The reorganization will modernize Air Canada's corporate
structure. It is a continuation of Air Canada's strategy of
focusing on the development of profitable stand-alone
businesses. The proposed structure will separate regulated
operations from non-regulated businesses and align management
and labour interests. It is intended that each of the businesses
with a unionized labour environment will have a separate
bargaining unit and a separate management team as well as a cost
structure competitive within its specific sector.

The structure will enhance the operational and financial
flexibility of the Air Canada group as a whole as well as
accommodate joint ventures with and investments by financial and
strategic partners.

               Chief Restructuring Officer

Over the coming months, Air Canada will work with its creditors,
union leaders, employee groups and other stakeholders to
restructure the airline. Calin Rovinescu has been appointed
Chief Restructuring Officer and will temporarily relinquish his
day to day responsibilities as Executive Vice- President,
Corporate Development and Strategy to focus primarily on the
restructuring exercise. Prior to joining Air Canada in April
2000, Rovinescu was the Managing Partner of a major Canadian law
firm and over a 20 year career, advised various enterprises in
Canada, the United States and Europe on restructurings,
privatisations and friendly and hostile takeovers in various
industries. "With his background and wealth of experience I can
think of no one better suited to the task at hand than Calin,"
said Milton.

"The task before us will be painful at times and the challenges
daunting but I am confident that the people of Air Canada have
the fortitude to accept that the world has changed. With their
goodwill and hard work, and our restructuring plan, I am
confident that we will emerge as a strong, efficient company
with a low cost structure, higher productivity levels and the
ability to compete effectively and profitably while providing
our customers with the high service standards they expect of Air
Canada," said Milton.

The corporation's audited 2002 year-end financial statements
will be released prior to May 20, 2003.


AIR CANADA: Unions Seek Government Action to Aid Air Industry
-------------------------------------------------------------
A coalition of all five employee unions at Air Canada have stood
together to ask the Federal Government to adopt policies that
help, not hinder, the ailing air transport industry.

The Canadian air transportation system is saddled with excessive
hidden costs and taxation. These costs are hurting air operators
who are already reeling under the effects of reduced travel due
to public concerns over security, the war in Iraq and now, the
spread of Severe Acute Respiratory Syndrome (SARS).

Excessive fees and taxes levied on air travel in Canada are
increasingly difficult to pass along to a travelling public who
are travelling less and who are fed up with high travel costs.
The Air Canada Unions have noted with interest today's press
conference by the Airline Transport Association of Canada (ATAC)
and are pleased to support their efforts to bring these issues
to the Government's attention.

    These hidden costs include:

    -   Airport rents, which according to the Canadian Airports
        Council have increased 430% in seven years. These fees,
        which are passed along to travellers through airfares,
        are a straight cash generator for the Federal Government
        as none of these fees are reinvested in the air
        transportation system.

    -   An Air Traveller's Security Tax which, despite an
        announced reduction to $14 per domestic round trip, are
        amongst the world's highest, and are a particular
        disadvantage for Air Canada passengers who face a
        $24 fee for transborder/international flights.

    -   The Federal excise tax on aviation fuel, which continues
        to suck $70 to $90 million out of the system annually.

In addition, air navigation fees levied to air operators are
expected to increase in response to falling traffic. While these
fees are assigned by a non-governmental agency, they are
derived, in part, to meet debt obligations to the Federal
Government.

The unions also note that recently announced extra funding for
the promotion of bilingualism does not appear to apply to Air
Canada, despite the company's long standing obligation to
building a bilingual operation. Air Canada spends $10-12 million
per year promoting operations in both languages.

All five Air Canada Unions are expected to appear before the
House of Commons emergency hearings on the situation at Air
Canada and the airline industry in Canada, set for Thursday and
Friday of this week. The Unions are also pressing for a meeting
with the key Ministers Committee assigned to watch over the
pressing air transportation situation.

The Air Canada Unions ask the Federal Government to take a close
and urgent review of its excessive fees and tax policies to
provide the industry some immediate relief during this time of
dire need.

    The five unions at Air Canada are:

    -   the Air Canada Pilots Association (ACPA),
    -   the Canadian Air Line Dispatchers Association (CALDA)
        representing Flight Dispatchers,
    -   CAW-Canada, who represent passenger agents,
    -   the Canadian Union of Public Employees (CUPE) Air Canada
        Component, representing flight attendants, and
    -   the International Association of Machinists and
        Aerospace Workers (IAMAW), representing aircraft
        mechanics, cargo agents and ground support personnel.

                        *   *   *

As previously reported in Troubled Company Reporter, Standard &
Poor's lowered its long-term corporate credit rating on Air
Canada to 'B' from 'B+'. At the same time, the ratings on
Canada's largest airline were placed on CreditWatch with
negative implications, reflecting higher-than-expected operating
losses and diminishing sources of backup liquidity from
available collateral.

In addition, the company faces difficult prospects for 2003 due
to strong domestic competition, increased fuel costs, and the
near-term prospect of a war between the U.S. and its allies
against Iraq.

DebtTraders reports that Air Canada's 10.250% bonds due 2011
(AC11CAR1) are trading between 35 and 38. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=AC11CAR1for
real-time bond pricing.


ALTERRA HEALTHCARE: Posts $222 Million Net Loss for Fiscal 2002
---------------------------------------------------------------
Alterra Healthcare Corporation (OTCBB:ATHC.PK) announced
financial results for the year ended December 31, 2002. At year-
end the Company operated or managed 383 residences with a total
capacity to serve approximately 18,200 residents.

                     Fiscal 2002 Results

The Company reported revenues of $416.7 million for the year
ended December 31, 2002, a 3.9% decrease over revenues of $433.4
million for 2001. The Company's pre-tax loss from operations for
2002 was $65.7 million (excluding $29.1 million of gain on
disposal and lease termination, $14.3 million of impairment
losses, and $8.4 million in restructuring costs). The pre-tax
loss for 2002 includes $56.6 million of non-cash expenses
including depreciation, amortization and payment-in-kind ("PIK")
interest expense. The Company's net loss for 2002 was $222.0
million, which reflects the impact of asset dispositions,
impairment losses, restructuring costs, and losses reflected as
discontinued operations and a cumulative effect of change in
accounting principle.

In the fourth quarter of 2002, the Company's residence level
operating margins were 30.6% (excluding $9.3 million of
additional insurance reserves recorded in the fourth quarter), a
decrease of 3.3% from residence level operating margins in the
fourth quarter of 2001. Monthly rates averaged $2,831 for the
quarter ended December 31, 2002, an increase of 4.8% over the
average monthly rate for the December 2001 quarter. In addition,
general and administrative costs (excluding costs related to the
Company's restructuring activities) declined from $11.5 million
in the December 2001 quarter to $9.9 million in the quarter
ended December 2002, or 7.6% of total residence revenue. For the
three months ended December 31, 2002, the Company reported
overall average occupancy of 83.6%.

                      Chapter 11 Bankruptcy
                   and Restructuring Activities

In March of 2001 the Company commenced efforts to implement a
restructuring plan, the principal components of which include
the disposition of selected assets and the comprehensive
restructuring of its capital structure. Restructuring
discussions with various senior capital structure constituents
commenced in 2001 and are ongoing. While certain binding
restructuring arrangements have been executed, negotiations with
respect to all of the Company's secured debt and lease
arrangements have not been concluded.

As previously announced, on January 22, 2003, the Company filed
a voluntary petition with the U.S. Bankruptcy Court for the
District of Delaware to reorganize under Chapter 11 of the
Bankruptcy Code. The Company believes that its Chapter 11 Filing
is an appropriate and necessary step to complete the
restructuring of its senior financing obligations and to
commence and complete the restructuring of its junior capital
structure, which includes unsecured obligations and claims,
convertible subordinated debentures and preferred and common
stock.

In conjunction with the Chapter 11 Filing, the Company secured a
$15.0 million debtor-in-possession credit facility from
affiliates of certain principal holders of the Company's pay-in-
kind securities issued in the summer of 2000. The Bankruptcy
Court issued an order approving borrowing up to $6.5 million
under the DIP credit facility on an interim basis on January 24,
2003. Final Bankruptcy Court approval of the Company's DIP
credit facility is expected in April of 2003.

On March 27, 2003, the Company filed its Plan of Reorganization
and its Disclosure Statement Accompanying Plan of Reorganization
with the Bankruptcy Court. Immediately prior to the filing of
the Plan and Disclosure Statement, the Company filed a motion
with the Bankruptcy Court seeking approval of bidding procedures
with respect to the solicitation and selection of a transaction
contemplating either (i) the sale of capital stock of the
reorganized Alterra to be effective and funded upon the
confirmation and effectiveness of the Company's bankruptcy plan
or (ii) the sale, as a going concern, of all or substantially
all of the assets of Alterra to be effective and funded upon the
confirmation and effectiveness of the Company's bankruptcy plan.

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


AMERICAN PAD: Stretches Lease Decision Period through May 8
-----------------------------------------------------------
American Pad & Paper LLC asks the U.S. Bankruptcy Court for the
Eastern District of Texas for an extension of time to decide
what to do with its leases.  The Debtor wants the Court to give
it until May 8, 2003 to decide whether to assume, assume and
assign, or reject unexpired nonresidential real property leases.

The Debtor relates that it has already proposed a plan of
reorganization and filed a disclosure statement with the Court.
Failure of the Debtor to obtain confirmation of that plan by
May 8, 2003 constitutes an event of default which will terminate
the Debtor's postpetition financing.  The Debtor wants to decide
whether to assume or reject the Leases, and file a Schedule of
Liabilities disclosing the Leases to be assumed, sufficiently
prior to the confirmation date to inform creditors and parties
in interests so they may make an informed decisions about the
feasibility of the Debtor's proposed Plan.

Likewise, the Debtor intends to assume or reject the Leases
under the terms of its confirmed plan, and not before.
Accordingly, it is the interests of the Debtor and its estate to
extend the Lease Decision Period to permit the Debtor to focus
on other more pressing issues.

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


AMERICA WEST: Files 10-K Annual Report & Restates Results
---------------------------------------------------------
America West Holdings Corporation (NYSE: AWA), parent company of
low-fare America West Airlines, Inc., and The Leisure Company,
announced the filing of its Annual Report on Form 10-K for the
fiscal year ended December 31, 2002, which contains a
restatement of previously released financial statements.

The Company has restated its financial statements for the fourth
quarter and fiscal year ended December 31, 2001, and for the
first, second and third quarters of fiscal year ended December
31, 2002, to reflect a change in the timing from the first
quarter of 2002 back to the fourth quarter of 2001 of the non-
cash impairment charge of approximately $39.2 million recorded
to adjust the carrying value of owned aircraft to market value.
As a result of that change, the Company determined that
approximately $64.1 million of excess reorganization value, a
non-cash item, should be allocated to the carrying value of
those aircraft and included as part of the non-cash impairment
charge. Excess reorganization value arose in connection with the
Company's plan of reorganization following emergence from
bankruptcy in 1994. Both of these non-cash charges were
previously recorded in the first quarter of 2002.

The Company has determined that the more appropriate recognition
of the impairment charge and related excess reorganization value
is in the fourth quarter of 2001 rather than in the first
quarter of 2002 as a result of consideration by the Company and
its auditors in connection with the audit for the fiscal year
ended December 31, 2002. The previous accounting treatment was
considered appropriate at the time of the issuance of the
applicable financial statements.

As a result of this change in timing, the Company has
established a full valuation allowance relating to its net
deferred tax assets at December 31, 2001. This allowance has
been established as the Company is now in a cumulative loss
position for the three fiscal years ended December 31, 2001.
Accordingly, as restated, previously recorded income tax
benefits for each quarter in 2002 have been eliminated and the
Company does not expect to record such benefits until it returns
to profitability.

As a result of these restatements, net loss for the fiscal year
ended December 31, 2001, was $249.9 million, or $7.42 per share,
versus the $147.9 million, or $4.39 per share, previously
reported. In addition, net loss for the fourth quarter ended
December 31, 2002, was $52.0 million, or $1.54 per share, versus
the $32.5 million, or $0.96 per share, previously announced and
net loss for the fiscal year ended December 31, 2002, was $387.9
million, or $11.50 per share, versus the $430.2 million, or
$12.75 per share, previously announced. Excluding the $208.2
million write-down of excess reorganization value in the first
quarter of 2002 upon the mandatory adoption of a new accounting
standard for intangible assets, net loss for the fiscal year
ended December 31, 2002, was $179.7 million, or $5.33 per share.
While the Company's reported earnings have changed, the non-cash
charges do not impact the Company's cash balance which is
projected to be approximately $300 million at the end of the
first quarter.

Further details about the effects of the restatements are set
out in the Company's Annual Report on Form 10-K, which can be
obtained, free of charge, through our Web site at
http://www.americawest.com

America West Holdings Corporation is an aviation and travel
services company. Wholly owned subsidiary America West Airlines
is the nation's eighth largest carrier serving 92 destinations
in the U.S., Canada and Mexico. The Leisure Company, also a
wholly owned subsidiary, is one of the nation's largest tour
packagers.

As previously reported in the Troubled Company Reporter,
Standard & Poor's raised America West's junk corporate credit
rating to 'B-'.


AMR CORP: Eagle Pilots Retain Bankruptcy Lawyers -- Just in Case
----------------------------------------------------------------
The pilots of American Eagle, represented by the Air Line Pilots
Association, International (ALPA), have retained the Dallas
legal firm Strasburger & Price, LLP, to represent the Eagle
pilots as American Airlines' bankruptcy looms on the horizon.

"Although last week when we retained the counsel of Strasburger
& Price, we were not aware of any specific information that our
parent company of AMR was going to file for bankruptcy, we knew
that the time had come to be prepared for any eventuality," said
First Officer Dave Ryter, vice-chairman of the American Eagle
pilots' Master Executive Council, a unit of ALPA.

"It is an awkward situation to be protecting ourselves from the
concessionary bargaining of the Allied Pilots Association while
simultaneously insulating ourselves from the effects of a
potential bankruptcy filing," said First Officer Ryter. "We are
in touch with American Eagle management and have requested an
immediate meeting to ensure that the interests of the American
Eagle pilots are represented in any further discussions," he
said.

Founded in 1931, ALPA is the world's oldest and largest pilot
union, representing 66,000 pilots at 42 airlines in the U.S. and
Canada, including approximately 2,600 American Eagle pilots.
Visit the ALPA Web site at http://www.alpa.org


AMR CORP: Workers Agree to Pay Cuts Totaling $1.8 Billion
---------------------------------------------------------
AMR Chairman Don Carty heralded "ground breaking accords" with
the leadership of the three major unions representing American
Airlines employees as he announced changes in pay plans for
management and non-union employees to achieve $1.8 billion in
employee cost savings.

"[This] unprecedented action by the unions, our employees and
the company represent another first at American and in our
industry," Carty said.

"By taking these decisive actions, the union leadership and our
employees have demonstrated an unwavering commitment to the
future of the company, and have enabled us to avoid an immediate
filing with the bankruptcy court. The speed with which these
comprehensive and complex agreements was reached is a testament
to our people."

The accords with the three unions are far reaching and touch on
nearly every aspect of pay, benefits and work rules.

As part of this effort, the company will also announce changes
to pay, benefits and work rules for all non-union employees,
including agents, representatives, planners, support staff and
management.

Labor leaders worked with the company to determine how best to
meet their targets, while over 10,000 non-union employees
actively participated through surveys, focus groups and
InterAction sessions to help determine theirs.

The cost savings will be divided by work group as follows:

   -- Pilots: $660 million
   -- Flight attendants: $340 million
   -- TWU Represented employees: $620 million
   -- Agents, representatives and planners: $80 million
   -- Management and support staff: $100 million

In addition, the company announced that Carty will take a 33
percent base pay cut; decline a bonus for the third consecutive
year; and will ask the AMR Board of Directors to make further
changes that significantly reduce the value of his and his
senior officers' compensation packages.

In announcing the agreements, Carty also reported that American
employees will have access to a new stock option and profit
sharing program.

Carty cautioned, however, that while these agreements are a
"critical step in our resolute march toward survival," he said
that the agreements must still be ratified by the unions'
memberships and the company must, among other factors, secure
"meaningful concessions" from its vendors, lessors and
suppliers. The company, in communications to its employees,
stressed that "the financial condition of American is weak and
its prospects remain uncertain. Particularly given the impact of
the continuing war in Iraq and the different general economic
conditions that are negatively impacting the industry, the days
ahead will be difficult and the success of our joint efforts is
not yet assured."

"I would not ask for these sacrifices if I weren't convinced
that they were absolutely necessary to achieve our restructuring
goals," Carty said. He committed to building upon the "culture
of cooperation and collaboration that produced today's
agreements and that is essential to our future. My commitment to
fostering this new culture will not change," he said. "Our
employees are key to our success."


AMR CORP: Reaches Tentative Agreement With TWU Mechanics
--------------------------------------------------------
American Airlines announced that it has reached a tentative
agreement with its 16,200 mechanics and related employees
represented by the Transport Workers Union to restructure its
labor costs.

The mechanics, one of the largest work groups at the airline,
are the last of the eight TWU work groups to reach a tentative
agreement with the airline. Since Thursday, the TWU and the
airline have negotiated eight consensual agreements.

Including mechanics, the TWU represents approximately 35,000
employees at the airline. They include fleet service workers,
stock clerks, dispatchers, ground school instructors,
meteorologists, simulator technicians and technical specialists.

The company continues in direct negotiations with the flight
attendants and pilots "around the table, around the clock."
American is asking all employees, including management, for a
total of $1.8 billion in long-term, structural savings to help
avoid bankruptcy and position the airline to compete more
effectively in the future.

American Airlines Inc.'s 10.380% ETCs due 2006 (AMR06USR20) are
currently trading at 10 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=AMR06USR20
for real-time bond pricing.


ANC RENTAL: Wants to Reimburse $1 Million of Due Diligence Fees
---------------------------------------------------------------
Pursuant to U.S. Bankruptcy Court for the District of Delaware's
Order, dated February 25, 2003, ANC Rental Corporation and its
debtor-affiliates retained Lazard Freres & Co. LLC as their
investment banker in these Chapter 11 cases, nunc pro tunc to
January 10, 2003.  The Debtors retained Lazard to evaluate and
pursue a potential sale transaction involving all or a
substantial portion of the assets, equity securities or other
interests of the Debtors either through a Section 363 sale or
pursuant to a plan of reorganization as permitted by Section
1123(a)(5).

Jason W. Staib, Esq., at Blank Rome LLP, in Wilmington,
Delaware, recounts that beginning on the effective date of its
retention, Lazard engaged in the process of identifying and
contacting persons and entities that may be interested in
pursuing and consummating a Potential Sale Transaction.  Through
these efforts, Lazard identified numerous persons and entities
that indicated a willingness to enter into a Potential Sale
Transaction, 12 of which signed confidentiality agreements with
the Debtors and conducted various levels of initial due
diligence.

The Debtors subsequently established a deadline for interested
parties to submit a letter of interest in connection with a
Potential Sale Transaction.  The Debtors received letters of
intent from eight prospective purchasers.  The Debtors and
Lazard reviewed and evaluated these LOIs and selected four
prospective purchasers that they believe capable of consummating
a Potential Sale Transaction on terms and conditions acceptable
to the Debtors.  The Debtors have requested that the Prospective
Purchasers each submit an agreement containing the terms and
conditions of a Proposed Sale Transaction.

The Prospective Purchasers have each indicated a need to conduct
further due diligence into the Debtors' businesses, assets,
financial projections and management personnel over at least the
next 30 days prior to submitting a binding Agreement.  To induce
the Prospective Purchasers to continue their final due diligence
and submit a binding Agreement, the Debtors have agreed to
obtain Court authorization to reimburse the Prospective
Purchasers for their Due Diligence Fees.

Consequently, the Debtors seek the Court's authority, pursuant
to Sections 105(a) and 363(b) of the Bankruptcy Code, to
reimburse, in their sole and exclusive discretion, the
Prospective Purchasers for Due Diligence Fees prior to and in
connection with the submission of an Agreement up to $1,000,000.
The Debtors seek Court approval to pay the fees to the four
Prospective Purchasers identified to date but reserve the right
to substitute any of the Prospective Purchasers for a different
entity.

Section 363 provides that a debtor-in-possession, "after notice
and a hearing, may use, sell or lease, other than in the
ordinary course of business, property of the estate."  Section
1123(a)(5) provides that a plan of reorganization will provide
for adequate means of the plan's implementation including a
transfer of all or part of the estate property to other
entities, a merger or consolidation or a sale of all or
substantially all of the estate property.  Additionally, Section
105(a) authorizes this Court to "issue any order, process or
judgment that is necessary or appropriate to carry out the
provisions of this title."

Mr. Staib admits that payment of due diligence fees to
Prospective Purchasers in contemplation of either a sale under
Section 363 or under a plan reorganization as permitted by
Section 1123(a)(5) is out of the ordinary course of the Debtors'
business.  To enter into a transaction outside of the ordinary
course of business, a debtor need only demonstrate a valid
business purpose for the proposed transaction.

Mr. Staib insists that the Debtors clearly have a sound business
purpose for reimbursing the Prospective Purchasers for Due
Diligence Fees incurred in connection with and in furtherance of
a Potential Sale Transaction.  The Debtors and Lazard have had
discussions with numerous parties interested in pursuing a
Potential Sale Transaction.  While their discussions with the
Prospective Purchasers have proved most promising to date, the
Prospective Purchasers must conduct extensive, final due
diligence prior to making a binding commitment to enter into and
consummate a Potential Sale Transaction.  To conduct this due
diligence, the Prospective Purchasers will need to employ
professionals and will incur a number of other expenses.

According to Mr. Staib, the Prospective Purchasers have
requested that the Debtors reimburse their reasonable Due
Diligence Fees before they commit to commencing further due
diligence.  The Debtors' ability to reimburse the Prospective
Purchasers' Due Diligence Fees will significantly benefit the
Debtors' estates by inducing the Prospective Purchasers to
submit binding Agreements that otherwise would not have been
submitted. Having established a sound business justification for
reimbursing the Prospective Purchasers for reasonable Due
Diligence Fees incurred in connection with and in furtherance of
a Potential Sale Transaction, the Debtors' decision to do so
should not be second-guessed.

Furthermore, Mr. Staib believes that the Due Diligence Fees are
akin to those fees typically required by all lenders before and
in connection with providing a firm commitment to provide
postpetition financing.  As with the lender due diligence and
commitment fees, the Debtors' ability to reimburse the
Prospective Purchasers for Due Diligence Fees totaling
$1,000,000 will result in tangible and significant benefits to
their estates. (ANC Rental Bankruptcy News, Issue No. 29;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


ANTHONY CRANE RENTAL: Corporate Credit Rating Slashed to SD
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on
Anthony Crane Rental L.P.'s $155 million 10.375% senior notes to
'D' from 'C' for failure to make the cash interest payments that
were due on these notes in February 2003. In addition, Standard
& Poor's lowered its corporate credit rating on Pittsburgh, Pa.-
based Anthony Crane to 'SD' from 'CC'.

Parent Anthony Crane Rental Holdings L.P.'s $48 million 13.375%
senior discount debentures are currently rated 'C' and remain on
Credit Watch with negative implications where they were
originally placed on Dec. 14, 2001, due to financial weakness.
On March 14, 2003, Standard & Poor's lowered its corporate
credit and senior unsecured bank loan ratings on the company
following the filing of an exchange offer that Standard & Poor's
viewed as coercive. The exchange offer is expected to close on
April 11, 2003. At that time, Standard & Poor's will lower the
rating on the discount debentures to 'D' and withdraw all
ratings on the company. Failure to complete the transaction
could result in a bankruptcy filing.

Anthony Crane Rental L.P. (doing business as Maxim Crane Works)
has been experiencing financial difficulties because of the
weakness in the industrial and nonresidential construction
markets while struggling with a significant debt burden.


ATLAS AIR: Payment Suspension Spurs Fitch's Default Debt Ratings
----------------------------------------------------------------
Fitch Ratings downgraded the debt securities of Atlas Air, Inc.,
a wholly owned subsidiary of Atlas Air Worldwide Holdings,
following the company's announcement on Friday that it is
suspending payments on all unsecured notes, bank debt and
aircraft leases. The company is currently negotiating with all
of its creditors over the terms of a possible financial
restructuring. Atlas' senior unsecured debt rating is being
lowered to 'D' from 'CCC' and its secured bank debt rating is
being lowered to 'D' from 'CCC+'. The rating changes apply to
approximately $650 million of outstanding debt.

The default on Atlas' debt obligations comes after the company's
February announcement that it was withholding lease payments
related to six Boeing 747 freighter aircraft and the replacement
of its senior management team in early March. Since October
2002, Atlas has been the subject of an investigation by the SEC
in connection with accounting misstatements dating back to 2000.
A re-audit of the company's financial statements is in progress.
Due to the SEC investigation and the re-audit, audited financial
statements have not been released since the end of the second
quarter of 2002.

Atlas' announcement follows an extended period of weakness in
global air cargo demand that first appeared in 2001. Despite the
fact that Atlas has seen military charter revenues rise sharply
in recent months, the company's core ACMI (aircraft, crew,
maintenance and insurance) cargo business remains very weak.
While recent financial statements are unavailable as a result of
the SEC investigation, operational statistics such as revenue
per block hour indicate that ACMI pricing has deteriorated,
worsening Atlas' current liquidity crisis.

Following this rating action, Fitch is withdrawing coverage of
Atlas Air, Inc.


BATTERY TECHNOLOGIES: Will Make Canadian Bankruptcy Act Proposal
----------------------------------------------------------------
Battery Technologies Inc. (OTCBB:BTIOF)(TSX:BTI)(BERLIN STOCK
EXCHANGE: BTM) announced that the efforts that the Company has
undertaken since October 2002, with the support of Northern
Securities Inc., have not been successful in bringing about a
desired new strategic initiative to strengthen the business and
its future prospects, and that the company will be filing a
"Notice of Intention to Make a Proposal" (NOI) under the
Bankruptcy and Insolvency Act.  The filing will provide the
Company with protection from its creditors for 30 days (subject
to extension with court approval) while it considers its
restructuring alternatives.

Coincident with that filing, the Company is engaging A. Farber &
Partners Inc. to provide counsel, identify restructuring
opportunities and serve as NOI trustee assisting the Company in
realizing economic value for its stakeholders. Prior to the NOI
filing, the Company will be temporarily laying-off its research
and development staff. If the NOI proceedings do not result in a
successful proposal to creditors, the Company will automatically
become bankrupt.

In a press release issued in October 2002, BTI advised that its
considerable efforts to generate major investment funding to
grow the business and develop the RAM technology's global market
awareness had not been successful. Consequently, the Board
resolved to pursue new strategic initiatives focused on the
identification of partners and/or acquirers of the company's
proprietary assets and engaged Northern Securities Inc., an
investment banking firm, to assist in that process. While short
term funding was generated to pursue these initiatives through
private placements involving both third parties and financing
from BTI's Directors and Officers, these efforts have not been
successful and the engagement with the investment banking firm
has been terminated. Accordingly, the Board resolved to file the
NOI and retain Farber.

Mr. J. Bruce Pope, President and CEO said: "We are very
disappointed that we haven't yet surfaced a partner or business
prospect to enable us to move forward. A variety of situations,
in a number of countries have been explored and evaluated, but a
combination of the current market environment along with tough
competitive conditions for many companies has prevented us from
putting together the desired strategic initiative. Our employees
have been extremely supportive while we've pursued these
initiatives and we are very grateful to them for their on-going
activities and loyal support."

Farber specializes in corporate reorganization and
restructuring, turnaround management, and insolvency
appointments. The firm and its predecessors have been in
operation for over 24 years with offices throughout Southern
Ontario and British Columbia. The firm employs over 60 full-time
personnel with a head office located in North York.

The Company further announced that Barry J. Reiter, Chairman of
the Board of Directors and John C. Carroll, Director have
resigned their respective positions within the company. Messrs
J. Bruce Pope and Ronald Best, and Ms. Lorna D. Eaton continue
as Directors and Mr. Pope and Ms. Eaton continue as officers
with Mr. Pope also assuming the additional position of Chairman.

Mr. Pope said: "Barry Reiter has served the company for many
years in a variety of capacities, most recently as Chairman. He
has been a most valued colleague and provided excellent
leadership and support to BTI through its many phases and
pursuits. As the company prepares to pursue this new step, Barry
has indicated that he is no longer able to devote the time
necessary to continue to serve as Chairman and Director. The
Board thanks Barry profusely for his contribution." He further
said: "John Carroll has served on BTI's Board for more than 7
years and has brought significant business and Board expertise
to the company's issues and has provided strong counsel and
support. Mr. Carroll has offered to remain in an advisory
capacity to the Board and management during the NOI process and
we are indebted to him for his past and future service."

BTI is the inventor, developer and owner of the unique, patented
rechargeable alkaline manganese (RAM) battery technology on
which it holds 43 patents related to chemistry, product design
and manufacturing processes. BTI is engaged in the worldwide
commercialization of the RAM technology and other portable
energy products through its licensees and Dema AB, a wholly
owned subsidiary based in Scandinavia, engaged in the sales,
marketing and distribution of battery and energy related
products to European markets.


BETHLEHEM STEEL: Judge Lifland Establishes Asset Sale Procedures
----------------------------------------------------------------
The Honorable Burton Lifland of the U.S. Bankruptcy Court for
the Southern District of New York has adopted sale procedures
governing the sale by Bethlehem Steel Corporation of
substantially all of its assets to International Steel Group
Inc. (ISG).

The ISG offer of $1.5 billion is subject to a higher or better
bid. The judge ordered that an auction will be conducted on
April 16. A sale hearing to approve either ISG's bid or a higher
or better bid will be held April 22.

The judge also approved the following requirements for a
qualified competing bid:

-- An offer for Bethlehem of at least $15 million more than the
   ISG offer.

-- A break-up fee of $27 million in cash, payable to ISG.

-- A cash payment to ISG of up to $5 million for reimbursement
   of its out-of-pocket expenses.

If approved on April 22, the sale to ISG is expected to be
completed during the second quarter of 2003.


BURLINGTON: Selling Used Equipment to Gibbs for $3.9 Million
------------------------------------------------------------
According to Marc T. Foster, at Richards, Layton & Finger, in
Wilmington, Delaware, as part of their reorganization strategy,
Burlington Industries, Inc., and its debtor-affiliates seek to
dispose, through sale, assignment or otherwise, assets that are
not necessary to the ongoing operation of their businesses.  The
Debtors identified certain equipment formerly used at three
manufacturing plants that were closed by Burlington as
unproductive assets.

The Debtors commenced its marketing efforts by contacting 20
large, well capitalized and well-known equipment brokers and
auctioneers in January 2003 to solicit offers to purchase the
Equipment.  The Potential Purchasers targeted by the Debtors and
their advisors were based on prior contacts between the
Potential Purchasers and the Debtors' management and
professionals in various capacities over the past several years,
including prior successful transactions.

Of the 20 Potential Purchasers, Mr. Foster says, 10 submitted
written bids with cash offers to purchase the Equipment.  These
parties were then invited to participate in an auction of the
Equipment on March 5, 2003 at Burlington's headquarters in
Greensboro, North Carolina.  Seven bidding groups participated
in the Auction.  At the conclusion of the Auction, the Debtors
determined that Gibbs International, Inc. submitted the highest
and best offer, with a $3,950,000 cash bid.

The Debtors negotiated a definitive agreement with Gibbs for the
sale of the Equipment.  The significant terms of the Asset
Purchase Agreement are:

A. Purchase Price

    The $3,950,000 purchase price will be paid to Burlington
    in two payments:

    -- $395,000 paid as a good faith deposit on March 6, 2003,
       and

    -- $3,555,000 in cash at the Closing.

B. The Equipment

    At the Closing, the Debtors will sell, transfer and convey
    to Gibbs the Equipment.

C. The Closing

    The Closing will occur on or before three business days
    after the entry of an order approving the sale.

D. Removal of Equipment: Gibbs' Obligations

    Gibbs is responsible for all costs and liabilities
    associated with removing the Equipment from Burlington's
    premises, including:

    (a) disassembling the Equipment;

    (b) picking up the Equipment;

    (c) loading the Equipment onto Gibbs' moving vehicles; and

    (d) transporting the Equipment from Burlington's location.

    Main electrical, gas, boiler, water and air disconnects to
    the Equipment will be the Debtors' responsibility; Gibbs
    will disconnect at the machine level.  From Closing, Gibbs
    will be fully responsible for all insurance on the Equipment
    while the Equipment is on Burlington's premises.  Gibbs will
    pay the Debtors reasonable storage costs for any Equipment
    left on the Debtors' property after the Removal Deadlines.

E. As Is, Where Is

    Gibbs acknowledges and agrees that it has had full
    opportunity to inspect and operate the Equipment and further
    acknowledges and agrees that the Equipment is used equipment
    which is being sold "As is, Where is, With All Faults."

F. Indemnification by Gibbs

    Gibbs agrees to indemnify and hold harmless the Debtors and
    its employees against any and all liabilities, penalties,
    demands, claims, causes of action, suits, losses, damages,
    costs and expenses whatsoever arising from or growing out of
    disassembly, possession, handling, storage, resale or use by
    Gibbs or by others of the Equipment.

By this motion, the Debtors ask the Court to approve the Asset
Purchase Agreement and authorize the sale of the Equipment to
Gibbs free and clear of all liens.

Mr. Foster asserts that the sale of the Equipment is warranted
since:

    (i) it allows the Debtors to realize the value of the
        Equipment;

   (ii) it eliminates the ongoing costs associated with the
        ownership of the Equipment;

  (iii) the Marketing Efforts have provided adequate and
        reasonable notice of the proposed sale of the Equipment;

   (iv) Gibbs' offer was the best offer for the Equipment
        received by the Debtors during that period, and was made
        under competitive bidding conditions;

    (v) the Asset Purchase Agreement was negotiated in the
        utmost good faith and at arm's length; and

   (vi) the Debtors believe that all holders of Liens could be
        compelled to accept monetary satisfaction of its
        existing property interest.

The Debtors further ask the Court to rule that all liens will
attach to the proceeds of the sale with the same force and
effect as the property interest previously attached to the
Equipment; provided that all of Burlington's claims, defenses
and objections with respect to the amount, validity or priority
of each Lien and the underlying liabilities are expressly
preserved.  The Debtors also seek exemption from any and all
stamp taxes and similar taxes for the transfer of the Equipment
to Gibbs, pursuant to Section 1146(c) of the Bankruptcy Code,
because the transfer is an important component of the Debtors'
restructuring.  Moreover, the Debtors will hold any Taxes in
escrow pending confirmation of their plans or plans of
reorganization in these Chapter 11 cases, at which time the
escrowed funds will be released to the Debtors. (Burlington
Bankruptcy News, Issue No. 30; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


CABLE SATISFACTION: Wooing Lenders & Holders for Restructuring
--------------------------------------------------------------
Cable Satisfaction International Inc. is pursuing constructive
discussions with secured lenders, noteholders, suppliers
and potential investors to reach a consensual agreement on a
long-term solution to its financial requirements and those of
its subsidiary Cabovisao - Televisao por Cabo, S.A. (Cabovisao).

The Company is engaged in active discussions with an ad hoc
committee of noteholders to reach a consensual agreement on the
restructuring of this debt. The Company is using its cash
resources to maintain Cabovisao's operations. Last week, the
Company's bankers extended the waivers pertaining to the
maturity date of Cabovisao's credit facility until April 9,
2003, subject to certain conditions.

There can be no assurance as to the outcome of the Company's
recapitalization efforts.

Csii builds and operates large bandwidth (750 Mhz) hybrid fibre
coaxial networks and, through its subsidiary Cabovisao -
Televisao por Cabo, S.A. provides cable television services,
high-speed Internet access, telephony and high-speed data
transmission services to homes and businesses in Portugal
through a single network connection.

The subordinate voting shares of Csii are listed on the Toronto
Stock Exchange (TSX) under the trading symbol "CSQ.A".

Cable Satisfaction International's 12.750% bonds due 2010
(CSQ10CAR1) are trading between 30 and 32. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=CSQ10CAR1for
real-time bond pricing.


CALPINE: Los Esteros Facility Now Commercially Operational
----------------------------------------------------------
Calpine Corporation (NYSE: CPN), one of North America's leading
power companies announced that its Los Esteros Critical Energy
Facility has begun commercial operation. The state-of-
the-art electric-generating facility can currently produce as
much as 180 megawatts of electricity for peak demand periods and
is contracted to deliver power to the California Department of
Water Resources through March 2006.

As a part of its plan to prevent future blackouts, the State of
California engaged Calpine to build a series of "peaker"
projects - facilities only operated at high-demand periods. The
Los Esteros site was identified as being critical to supporting
Silicon Valley's power needs. The California Independent System
Operator identified the San Jose area as being among the most
generation-deficient areas in the state and among the most
vulnerable metropolitan areas in Northern California.

The largest addition to Silicon Valley's generating capacity to
date, Los Esteros should help address the power supply
imbalance. "As a San Jose-based company, Calpine is uniquely
positioned to develop energy solutions suited to Silicon
Valley's needs," said Bob Fishman, Calpine senior vice
president. "Silicon Valley has long been dependent upon imported
electricity. By locating Los Esteros close to the power demand,
Calpine can help overcome electricity transmission constraints
as well as addressing supply issues."

Under the three-year DWR contract, Calpine will operate as many
as 4,000 hours annually under the contract and receive fixed
annual capacity payments averaging $38.8 million based off of
current capacity. Calpine retains the opportunity to operate the
Los Esteros project on a merchant basis during times it is not
called upon by the State.

Calpine has made an unprecedented investment in California's
energy infrastructure through the construction and operation of
the state's newest, cleanest, and most efficient fleet of power
projects. Since July 2001, Calpine has added more than 2,500
megawatts of new capacity in California - an accomplishment
unmatched by any other company. Calpine has almost 3,900
megawatts in operation and more than 2,000 megawatts under
construction throughout the state.

Calpine Corporation is a leading North American power company
dedicated to providing wholesale and industrial customers with
clean, efficient, natural gas-fired and geothermal power
generation. It generates and markets power through plants it
owns, operates, leases, and develops in 23 states in the United
States, three provinces in Canada and in the United Kingdom.
Calpine is also the world's largest producer of renewable
geothermal energy, and it owns approximately 1 trillion cubic
feet equivalent of proved natural gas reserves in Canada and the
United States. The company was founded in 1984 and is publicly
traded on the New York Stock Exchange under the symbol CPN. For
more information about Calpine, visit its Web site at
http://www.calpine.com.

                           *   *   *

As reported in Troubled Company Reporter's December 11, 2002
edition, Calpine Corp.'s senior unsecured debt rating was
downgraded to 'B+' from 'BB' by Fitch Ratings. In addition,
CPN's outstanding convertible trust preferred securities and
High TIDES were lowered to 'B-' from 'B'. The Rating Outlook was
Stable. Approximately $9.3 billion of securities were affected.

Calpine Corporation's 10.500% bonds due 2006 (CPN06USR2),
DebtTraders reports, are trading between 63 and 65. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=CPN06USR2for
real-time bond pricing.


CANWEST MEDIA: Proposed $200M Senior Notes Rated B- by S&P
----------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' rating to
CanWest Media Inc.'s proposed US$200 million senior unsecured
notes due 2013. At the same time, the ratings outstanding on
Winnipeg, Man.-based CanWest Media, including the 'B+' long-term
corporate credit rating, were affirmed. The outlook is stable.

Net proceeds from the proposed offering will be used to
refinance a portion of indebtedness at CanWest Media's immediate
holding company. "The transaction positively affects CanWest
Media's financial profile by reducing gross interest costs and
the annual accretion impact of its holding company notes, which
pay interest in the form of additional notes, in part offset by
the anticipated increase in cash interest expenses," said
Standard & Poor's credit analyst Barbara Komjathy.

"The new notes are rated two notches lower than the long-term
corporate credit rating, reflecting potential priority debt,
which considers a fully drawn credit facility, relative to the
company's goodwill-adjusted asset base that exceeds 30%," Ms.
Komjathy added.

The ratings on CanWest Media reflect its leading Canadian market
position and business diversity afforded by its newspaper
publishing and television broadcasting assets, which help to
mitigate the effect of the advertising-revenue and newsprint-
cost cycles, and the favorable regulatory environment that
limits foreign competition and ownership. These factors are
offset by the company's high debt levels, driven by past
acquisitions, resulting in relatively weak credit measures. In
addition, following the refinancing, Standard & Poor's considers
the company's total leverage covenant as somewhat tight for the
near term, with future improvements to be driven by EBITDA
growth.

CanWest's first-quarter 2003 (Nov. 30) results reflect positive
business fundamentals, such as an improving Canadian advertising
climate and strong results for international operations, led by
Network Ten. The company's Global Television stations continue
to lead ratings in the important Toronto and Vancouver, British
Colombia, markets, and its national news program, Global
National, is in second place, surpassing CBC National. Although
overall newspaper ad lineage remains flat and the recruitment
category remains soft, advertising is pacing ahead of last
year's in certain sectors such as retail, auto, entertainment,
and travel. The company indicated circulation for the National
Post newspaper is stabilizing, and it continues to reduce costs
at the paper to meet financial targets. In addition, newsprint
pricing remains favorable, despite upward pressures from
newsprint manufacturers.

The stable outlook reflects Standard & Poor's expectations that
CanWest Media will maintain its strong business profile,
particularly its broadcast television audience and newspaper
readership and circulation market shares, and will continue to
reduce losses at the National Post. In addition, proceeds from
additional asset sales are expected to lower debt levels to
offset accretion in holding company indebtedness. Standard &
Poor's expects total debt (including holding company notes) to
adjusted EBITDA will improve to 5.5x, and gross adjusted EBITDA
interest coverage to close to 2.0x, in the next two years.


CLUETT AMERICAN: S&P Keeps Junk Ratings on CreditWatch Negative
---------------------------------------------------------------
Standard & Poor's Ratings Services said that its 'CCC+'
corporate credit and senior secured ratings on hosiery
manufacturer Cluett American Corp. remain on CreditWatch with
negative implications, where they were placed Dec. 3, 2002. The
'CCC-' subordinated debt rating on Cluett also remains on
CreditWatch negative.

The Burlington, Norh Carolina-based Cluett had approximately
$235 million in debt outstanding at Sept. 29, 2002.

The original CreditWatch listing reflected Standard & Poor's
concern with Cluett's liquidity, as well as Cluett's ability to
make a required payment of about $45 million on its secured bank
facility by March 31, 2003. "Although the deadline was extended
until May 7, 2003, the company is still challenged to make the
payment because of its continued inability to generate free cash
flow," said Standard & Poor's credit analyst Susan Ding.
Standard & Poor's will continue to closely monitor the
situation.

Cluett American is a leading designer, manufacturer, and
marketer of men's socks in the U.S., selling primarily to
department stores and national chain retailers. The company's
well-known owned and licensed brands include Gold Toe, Kenneth
Cole, IZOD, and Nautica.


CONGOLEUM: Reaches Agreement in Principle re Asbestos Settlement
----------------------------------------------------------------
Congoleum Corporation (AMEX:CGM) reported that it has reached an
agreement in principle with attorneys representing more than 75%
of the known present claimants with asbestos claims pending
against Congoleum. When consummated, this agreement will result
in a global settlement of more than 75% of the asbestos personal
injury claims pending against the Company. The agreement in
principle also contemplates a Chapter 11 reorganization seeking
confirmation of a pre-packaged plan that would leave non-
asbestos creditors unimpaired and would resolve all pending and
future personal injury asbestos claims against Congoleum and its
distributors and affiliates. Approval of such a plan will
require the supporting vote of at least 75% of the asbestos
claimants with claims against Congoleum.

Roger S. Marcus, Chairman of the Board, commented, "I am very
pleased with the progress indicated by reaching this agreement
in principle. Our employees, customers, suppliers, lenders, and
shareholders have been supportive of our plans, and should be
encouraged by this development. Additional effort and challenges
lie ahead, but we believe we are proceeding successfully with
our plan to put the asbestos problem permanently behind us in
2003. Based on this progress, we have recorded a charge of $17.3
million in our 2002 results for the resolution of our asbestos
liabilities through a reorganization plan. While the charge is
substantial, we believe taking this initiative now is the most
favorable and economical approach for the Company."

Congoleum also announced its financial results for year ended
December 31, 2002. Sales for the year ended December 31, 2002
were $237.2 million, an increase of 8.4% over the $218.8 million
reported in 2001. The net loss for 2002 was $29.8 million, which
included a $17.3 million charge for asbestos liabilities and a
$10.5 million non-cash goodwill impairment charge, compared with
a loss of $1.6 million in 2001. The net loss per share in 2002
was $3.60, compared to $.20 in 2001. The asbestos and goodwill
charges accounted for virtually all the increase in the net loss
from 2001 to 2002.

Commenting on the 2002 results, Mr. Marcus said, "Even without
the asbestos issue, we faced a very challenging environment last
year. Our sales performance in that climate demonstrates that
our product development and marketing strategies are enabling us
to gain market share. I believe our decision to continue to
invest aggressively in the development and introduction of new
products and expanding sales at the expense of short term
profitability will serve us well in the long run."

Mr. Marcus continued, "On the positive side, our DuraStone and
Ultima product lines continue to perform very well. We have been
awarded a patent on the coating technology we developed, which
we expect will further enhance our image as the industry product
innovator. Our new builder products also contributed to sales
growth in 2002, as did the establishment of a tile and sheet
program with Lowe's. Our manufacturing efficiency and
performance improvements are on target, and we have added
capacity where needed, such as doubling our DuraStone output
capability. Lastly, we were able to institute price increases in
August ranging from 2% - 6%, the first meaningful increase our
industry has had in years.

"Unfortunately, a number of negative factors kept our sales and
profitability improvements from being what they would otherwise
have been. Our sales to the manufactured housing business, where
we have a predominant market share and which comprises a large
portion of our sales volume, declined again in 2002 reflecting
the continued troubles of that industry. Home Depot phased out
our line, and Sears, another large retail customer, made a
strategic decision to discontinue selling all installed flooring
products, including ours. On the cost side, we made major
investments in samples and displays for the DuraStone line.
Demand for DuraStone exceeded our initial expectations, and
servicing that demand took priority. As a result, we did not
achieve manufacturing cost objectives until the second half of
2002. We also had start-up costs for our Lowe's program, as well
as other costs for increasing sales. Finally, we saw significant
increases in several expense areas that are difficult to
control, such as pensions, medical costs, and property and
casualty insurance.

"While our operating results in 2002 were below 2001, our cash
flow improved. Cash from operations increased $10 million and
exceeded our capital requirements. We generated $3 million after
capital spending, and our year-end cash balance was $18 million.
We believe that cash, together with the additional $17 million
available at December 31 under our revolving credit facility,
should provide us more than adequate resources to execute both
our business and asbestos restructuring plans in 2003.

"I am very much looking forward to seeing the asbestos cloud
removed from the Company. While the economic outlook is
generally uncertain at best, I am encouraged about Congoleum's
prospects for several additional reasons. First is our
continuing product leadership. In January, we rolled out our
latest introduction package, including new offerings in both
DuraStone and Ultima, and the retail reception has been very
enthusiastic. After years of development, we have two new
product lines scheduled for introduction later in 2003 that
market research indicates have high potential for success. For
2004 and beyond, we have additional new products in process to
maintain our leadership position. A second reason I am
encouraged is that the 2002 price increase, coupled with
additional manufacturing cost reduction initiatives underway,
should help improve margins for 2003. Finally, I am confident
that the manufactured housing industry will eventually recover,
although probably not before 2004. Given our position in that
industry, even modest improvements could have a very positive
effect on Congoleum's results."

Due to the time required to prepare disclosures related to the
planned settlement terms in its Form 10-K for 2002, Congoleum's
Form 10-K filing will be delayed slightly. Congoleum will file
Form 12b-25 notifying the SEC of the delay. Congoleum expects to
file the Form 10-K no later than April 15, 2003, which should be
considered timely filed under Rule 12b-25 of the Securities
Exchange Act of 1934.

The agreement in principle with asbestos claimants and related
plan of reorganization are subject to, among other things, the
parties entering into a definitive agreement, acceptances of the
requisite amount of holders of asbestos claims to a plan of
reorganization, and court approval. Under the terms of the
agreement in principle and related plan of reorganization,
Congoleum would contribute its insurance for asbestos related
claims to a trust established pursuant to section 524(g) of the
United States Bankruptcy Code to which all present and future
asbestos claims would be channeled, and in order to meet the
requirements of section 524(g), Congoleum and/or American
Biltrite Inc. would also contribute to the trust one or more
notes.

The $17.3 million charge recorded by Congoleum for its asbestos
liability reflects the minimum estimated cost to the company for
resolving these liabilities through its plan of reorganization.
Estimates of Congoleum's liability for asbestos claims absent a
reorganization are considerably greater, and Congoleum believes
its present and future asbestos liabilities can only be
effectively resolved through the provisions of the Bankruptcy
Code.

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. Congoleum is a 55%
owned subsidiary of American Biltrite Inc. (AMEX: ABL).


CWMBS: Fitch Takes Rating Actions on Ser. 2003-11 Mortgage Notes
----------------------------------------------------------------
CWMBS, Inc.'s mortgage pass-through certificates, CHL Mortgage
Pass-Through Trust 2003-11 classes A-1 through A-33, PO, X and
A-R (senior certificates, $680,049,464) are rated 'AAA' by Fitch
Ratings. In addition, Fitch rates class M ($9,450,000) 'AA',
class B-1 ($4,200,000) 'A', class B-2 ($2,450,000) 'BBB', class
B-3 ($1,400,000) 'BB' and class B-4 ($1,050,000) 'B'.

The 'AAA' rating on the senior certificates reflects the 2.85%
subordination provided by the 1.35% class M, 0.60% class B-1,
0.35% class B-2, 0.20% privately offered class B-3, 0.15%
privately offered class B-4, and 0.20% privately offered class
B-5 (which is not rated by Fitch). Classes M, B-1, B-2, B-3, and
B-4 are rated 'AA', 'A', 'BBB', 'BB' and 'B', respectively,
based on their respective subordination.

Fitch believes the 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 also reflect the quality of the underlying mortgage
collateral, strength of the legal and financial structures and
the master servicing capabilities of Countrywide Home Loans
Servicing LP, a direct wholly owned subsidiary of Countrywide
Home Loans, Inc.

The certificates represent an ownership interest in a pool of
conventional, fully amortizing, 30-year fixed-rate mortgage
loans, secured by first liens on one- to four-family residential
properties. As of the closing date (March 31, 2003), the
mortgage pool demonstrates an approximate weighted-average
original loan-to-value ratio of 68.8%. Approximately 27.3% of
the loans were originated under a reduced documentation program.
Cash-out refinance loans represent 16.1% of the mortgage pool
and second homes 3.1%. The average loan balance is $464,823. The
three states that represent the largest portion of mortgage
loans are California (39.8%), Virginia (8.4%) and Florida
(7.5%).

Approximately 5.04% 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 98.28% and 1.72% of the mortgage loans as of the
closing date were originated under CHL's Standard Underwriting
Guidelines and Expanded Underwriting Guidelines, respectively.
Mortgage loans underwritten pursuant to the Expanded
Underwriting Guidelines may have higher loan-to-value ratios,
higher loan amounts, higher debt-to-income ratios and different
documentation requirements than those associated with the
Standard Underwriting Guidelines. In analyzing the collateral
pool, Fitch adjusted its frequency of foreclosure and loss
assumptions to account for the presence of these attributes.

The collateral characteristics provided are based off the
mortgage loans as of the closing date. Fitch ensures that the
deposits of subsequent loans conform to representations made by
Countrywide Home Loans, Inc.

CWMBS purchased the mortgage loans from CHL and deposited the
loans in the trust, which issued the certificates, representing
undivided beneficial ownership in the trust. For federal income
tax purposes, an election will be made to treat the trust fund
as multiple real estate mortgage investment conduits.


DIRECTV LATIN AMERICA: Seeks to Continue Employee Retention Plan
----------------------------------------------------------------
Given the multi-jurisdictional nature of its business, DirecTV
Latin America, LLC requires a diverse and highly skilled
workforce with market and region-specific knowledge and
experience, operating expertise, in-county relationships and
critical foreign language skill.  The DirecTV workforce includes
Hispanics of 12 different nationalities.  "Assembling its
workforce has been a difficult, complex and costly task for
DirecTV," Joel A. Waite, Esq., at Young Conaway Stargatt &
Taylor LLP, in Wilmington, Delaware, remarks.

During the past two years, DirecTV has undergone significant
workforce reductions as part of various cost-reduction
initiatives.  From 355, DirecTV currently has 113 Employees
remaining and 22 software and engineering support contractors.
Although DirecTV has eliminated some tasks and shifted certain
responsibilities from DirecTV to the Local Operating Companies,
Employees have nevertheless been asked to assume much greater
workloads in a period of great financial uncertainty.  These
have deteriorated the Employees' morale in the recent past.

When DirecTV filed for Chapter 11 protection, the Employees
became even more keenly aware of the great uncertainty regarding
DirecTV's future operations and financial condition, and
consequently, their individual job security.

In light of the already sharply reduced staffing levels, DirecTV
will be required to task a large majority of the Employees with
significant additional responsibilities in connection with its
restructuring efforts.  Thus, Mr. Waite fears, any Employee
resignation will have a disproportionately high negative impact
on DirecTV, necessarily make business operations more difficult,
and impede speedy progress towards a resolution of the Chapter
11 case that maximizes value for the estate and its creditors.
The Employee loss will hinder, delay and disrupt DirecTV's
pursuit of a timely and successful reorganization.

DirecTV believes that it would highly costly, and likely
impossible to replace Employees because:

    (a) DirecTV has over time expended significant time and
        resources in the recruitment and development of its
        Employees;

    (b) a company in Chapter 11 is not a particularly appealing
        employment option for experienced job candidates;

    (c) DirecTV requires employees with extensive language
        capabilities including fluency in Spanish or Portuguese,
        in addition to job-specific skills, as a prerequisite
        for many positions;

    (d) there is a scarcity of potential employees in the
        marketplace with the necessary combination of job-
        specific skills and language capabilities;

    (e) to find suitable replacements for the departures,
        DirecTV would likely be required to pay above-market
        salaries, signing bonuses, moving expenses, immigration
        and visa-related expenses or severance packages to
        induce qualified candidates to accept employment with a
        Chapter 11 debtor, as well as, to pay executive
        search firm fees; and

    (f) replacement employees will likely not have the depth of
        knowledge of DirecTV, the industry or Latin American
        business that the Employees already possess, requiring
        them to dedicate time to the training and development of
        replacement employees, ultimately resulting in a loss of
        productivity.

DirecTV believes that the most cost effective way to counteract
these negative effects and protect itself against unwanted
attrition is to offer financial incentives designed to retain
the Participants.  Mr. Waite explains that the Retention Plan
was put in place during the Attempted Out of Court Restructuring
to mitigate the uncertainties that would face the Participants
throughout the restructuring process, whether in the Attempted
Out of Court Restructuring or in a Chapter 11 proceeding.

By this motion, DirecTV seeks the Court's authority to continue
the Retention Plan, including the authority to make payments due
under the Retention Plan.  The salient terms of the Retention
Plan are:

A. Stay Bonus

    The Retention Plan provides for payment of "stay" bonuses
    payable quarterly throughout the reorganization process as
    an inducement to Participants to remain employed by DirecTV
    during the restructuring process or for 24 months after the
    Effective Date, whichever comes first.  Each Participant,
    regardless of tier, will receive a bonus of 3% of their
    annual base salary as of the Effective Date, for each three-
    month period prior to a Successful Completion.  The Stay
    Bonus will be paid in arrears for the previous period on the
    first day of the following period.  Since this element of
    the Retention Period was implemented at the outset of the
    Attempted Out of Court Restructuring and became effective on
    the Effective Date, the first Stay Bonus will be payable in
    the first regularly scheduled paycheck of the payroll cycle
    after the quarterly period ending March 31, 2003.  If a
    Participant is laid off while the Stay Bonus is in effect,
    the Participant will receive a pro-rata portion of the Stay
    Bonus for the current quarter based on actual days worked.
    If a Participant is laid off in the same quarter as, but
    prior to the Successful Completion, the Participant will
    receive a pro-rata Stay Bonus for that quarter, but no
    Success Bonus. No Stay Bonus will be paid in the quarter
    that a Success Bonus is paid.

B. Success Bonus

    The Retention Plan provides for the payment of a "success"
    bonus to all Participants who remain employed by DirecTV
    upon the date of the Successful Completion.   The schedule
    of payout will be:

Plan Confirmation Date               Tier 1   Tier 2   Tier 3
----------------------               ------   ------   ------
Within 12 months of Petition Date     50%      30%       6%

More than 12 months after Petition    40%      20%       6%
Date

    In order to encourage the Participants to work diligently to
    achieve a quick reorganization, the Participants will
    receive a higher Success Bonus if Successful Completion
    occurs more quickly.  In addition, in keeping with the
    effort expected to be expended towards the reorganization
    efforts, the Participants in higher tiers will be paid a
    larger Success Bonus upon Successful Completion than
    Participants in lower tiers.

C. Post-Emergence Bonus

    DirecTV realizes that the Participants are essential not
    just to the reorganization process but also to the ongoing
    health and viability of DirecTV's continuing business.  In
    order to encourage Participants to remain employed by
    DirecTV after Successful Completion and to participate in a
    success of the reorganized business, a post-emergence bonus
    will be paid under the terms of the Retention Plan to all
    Participants who remain employed by DirecTV on the later of
    six months after Plan Confirmation or February 2004.  The
    Post-Emergence Bonus will be deemed to be earned upon Plan
    Confirmation.  The schedule of payout as a percent of annual
    base salary is:

       Tier         Stay Bonus
       ----         ----------
       Tier 1          30%
       Tier 2          15%
       Tier 3           6%

D. Severance Benefit

    The Retention Plan includes a severance benefit to be paid
    to certain Employees that are laid off.  Under the Severance
    Benefit, severance payments are made to Employees classified
    as a regular full or part-time employees for and laid off by
    DirecTV who comply with the conditions of the Retention
    Plan, including executing a general release in favor of
    DirecTV. Payments under the Severance Benefit are based on
    the length of service with DirecTV. The Severance Benefit
    provides for severance equal to eight weeks of annual salary
    plus an additional two weeks of base salary for each year of
    service. The minimum Severance Benefit is eight weeks of
    annual base salary; the maximum is 24 weeks of annual base
    salary.  A Participant's years of service will be measured
    from the date of hire with DirecTV.  In recognition of the
    fact that DirecTV is a young company with few employees
    having long service, DirecTV fees that the minimum of eight
    weeks is reasonable and appropriate.  In addition, the
    Retention Plan provides outplacement assistance to severed
    Participants for a period and a level commensurate with
    salary level.

DirecTV estimates that the maximum aggregate cost of the
Retention Plan is between $9,500,000 to $10,500,000.  The
maximum aggregate cost of the Retention Bonuses, assuming all
Participants remain id DirecTV's employ through the term of the
program is between $6,000,000 to $6,500,000.  The maximum
hypothetical liability under Severance Benefit is between
$3,500,000 to $4,000,000.  The Retention Plan replaces and
enhances DirecTV's normal annual bonus arrangement, which have
been suspended during the Chapter 11 case.  Mr. Waite asserts
that cost of the Retention Plan is modest when compared to the
damage to DirecTV if employee turnover results from the
uncertainty of a Chapter 11 filing.

Furthermore, Mr. Waite contends that the Severance Benefit is
cost-effective since:

    -- there is a significant risk that the Participants will
       not remain with DirecTV absent some form of severance
       protection, especially that there have been significant
       workforce reductions the past two years; and

    -- payout amounts under the Severance Benefit are
       significantly lower than those received by employees in
       the prior rounds of layoffs. (DirecTV Latin America
       Bankruptcy News, Issue No. 2; Bankruptcy Creditors'
       Service, Inc., 609/392-0900)


DNA SCIENCE: Files For Chapter 11 Protection to Facilitate Sale
---------------------------------------------------------------
Genaissance Pharmaceuticals, Inc. (Nasdaq: GNSC) announced that
it has entered into an agreement to acquire substantially all of
the assets of DNA Sciences, Inc. for approximately $1.3 million
in cash and common stock.

DNA Sciences also announced that it has voluntarily filed for
reorganization under Chapter 11 of the U.S. Bankruptcy Code in
the U.S. Bankruptcy Court for the Northern District of
California. Concurrently, DNA Sciences will seek bankruptcy
court approval for a pre-negotiated asset purchase agreement by
Genaissance. Under the terms of the agreement, Genaissance would
acquire substantially all of DNA Sciences' assets, subject to
bankruptcy court proceedings and approval and customary closing
conditions, which the two parties expect to occur within 60
days.

"This proposed transaction would further our goal of building a
comprehensive business in drug response pharmacogenomics while
maintaining our internal financial benchmarks," said Kevin
Rakin, President and Chief Executive Officer of Genaissance
Pharmaceuticals. "The post-acquisition Genaissance would be a
true one-stop shop for the healthcare industry to apply
pharmacogenomics to drug development. After completing the
integration, we would expect to have greater revenue, a larger
client base, additional genotyping services, a broadened
intellectual property estate and an enhanced ability to develop
proprietary products. Overall, the DNA Sciences acquisition
complements our commercial, financial and clinical goals. We
believe that this acquisition would be cash flow positive in
2004 and, thus, would contribute to our goal of reaching
financial breakeven in 2005."

"By joining forces with Genaissance, our employees, customers
and technology partners would benefit from a company that has
significant market share in the area of pharmacogenomics," said
Steven Lehrer, President and Chief Operating Officer of DNA
Sciences. "Genaissance understands the full potential of DNA
Sciences' products and technology. With our assets, Genaissance
would have knowledge and expertise to greatly improve patient
care through the use of pharmacogenomics."

           About Genaissance Pharmaceuticals, Inc.

Genaissance Pharmaceuticals, Inc. is a world leader in the
discovery and use of human gene variation for the development of
personalized medicines. The Company markets its technology and
clinical development skills to the pharmaceutical industry as a
complete solution for improving the development, marketing and
prescribing of drugs. Genaissance has agreements with eight
major pharmaceutical, diagnostic and biotechnology companies:
AstraZeneca, Bayer, BD (Becton, Dickinson and Company), Biogen,
Johnson & Johnson PRD, Millennium, Pfizer and Pharmacia.
Genaissance is located in Science Park in New Haven,
Connecticut. Visit the company's Web site at
http://www.genaissance.com.

                 About DNA Sciences, Inc.

DNA Sciences, Inc. is a privately held applied genetics company
focused on developing DNA diagnostics for critical medical and
therapeutic decisions. The company utilizes DNA based tests in
clinical trials to understand differential response to
medication and diagnose diseases state. It has a combination of
research and GLP/CLIA facilities and is involved in a broad
range of genetics activities extending from discovery and
development to genetic testing services. DNA Sciences is also a
leading provider of pharmacogenetic services to the
pharmaceutical industry. DNA Sciences is based in Fremont,
California and was founded in May 1998. Visit the company's Web
site at http://www.dna.com.


DOANE PET CARE: S&P Affirms B+/B- Ratings on Improved Liquidity
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit and senior secured debt ratings on pet food manufacturer
Doane Pet Care Co. The 'B-' subordinated debt rating on the
company was also affirmed. These ratings have been removed from
CreditWatch, where they were placed on April 3, 2002.

At the same time, Standard & Poor's affirmed Doane's 'B-' senior
unsecured debt rating, which was not on CreditWatch.

The outlook is negative.

The affirmation reflects Doane's improved liquidity position
after the company's partial debt refinancing, which reduced
near-term annual bank debt amortization requirements and
provided relief under tight bank covenants. The affirmation also
reflects expectations that Doane's improved financial
performance will be sustainable.

Brentwood, Tennessee-based Doane had about $555 million of total
debt outstanding as of Dec. 31, 2002.

"The ratings reflect Doane's heavy debt burden stemming from its
LBO and aggressive acquisition strategy," said Standard & Poor's
credit analyst Jean C. Stout. "These factors are somewhat
mitigated by the company's strong business position in the
stable but mature pet food industry." Doane, which competes
principally in the dry pet food segment, is one of the largest
domestic producers of dry food, with about a 24% market share
by volume. It is the largest manufacturer of private label pet
food in the U.S. The approximately $12 billion domestic pet food
industry is relatively stable and mature, and has exhibited unit
growth in the low single-digits for the past few years. The dry
pet food segment represents more than half of the U.S. market
and it is growing faster than moist products due to quality and
taste improvements, as well as convenience of use.

Doane manufactures products for about 600 customers worldwide.
Customer concentration is a concern, as retailer Wal-Mart
Inc./Sam's Club represented about 44% of the company's 2002
sales. However, Doane's relationship with Wal-Mart is
longstanding, and Wal-Mart's Ol'Roy brand, manufactured
primarily by Doane, is the best-selling dog food in America
by volume. (Store brands are a very important part of a
retailer's strategy as they usually generate better margins than
the national brands and create consumer loyalty.)


ELGIN NATIONAL: S&P Lowers Senior Unsecured Note Rating to CCC-
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'CCC+' corporate
credit rating on Elgin National Industries Inc. At the same
time, Standard & Poor's lowered the Downers Grove, Illinois-
based company's senior unsecured rating to 'CCC-' from 'CCC'.
All ratings were removed from CreditWatch. The outlook is
negative.

The downgrade of the company's senior unsecured rating reflects
the increased structural subordination of the notes due to a
reduction in tangible assets over the past year, which would
likely weaken asset protection in a default scenario. As of Dec.
31, 2002, the company had about $97 million of debt securities
outstanding.

Elgin serves the coal, durable goods, and heavy-duty truck
markets. In addition, the company has a niche engineering
services segment that mainly serves the coal and electric
utility industries.

Market conditions are not expected to improve in the near term,
which will continue to put pressure on the company's ability to
generate cash, further straining the company's liquidity
position.

"Failure to improve cash flow generation will result in
increasing financial stress and liquidity pressures, potentially
leading to a default in the near term," said Standard & Poor's
credit analyst Eric Ballantine.

Scheduled debt amortization, interest payments, and capital
expenditures may further strain the company's liquidity
position. Elgin faces $9.2 million in interest payment ($4.6
million semi-annually, on May 1 and Nov. 1) associated with its
senior notes and approximately $1.3 million in debt amortization
payments during 2003.


ENCOMPASS SERVICES: Court Okays Postpetition Insurance Premiums
---------------------------------------------------------------
On February 1, 2003, Encompass Services Corporation and its
debtor-affiliates' existing general liability, worker's
compensation and automobile liability policy expired. Although
the Court has already authorized the Debtors to enter into new
premium finance agreements or renew existing premium finance
agreements and insurance policies, in an abundance of caution,
the Debtors sought and obtained the Court's permission to pay
all premiums and payments required by the terms of a new
insurance policy provided by AIG.  The new policy is financed,
in part, by Imperial A.I. Credit Companies.

Judge Greendyke emphasizes that in the event the Debtors default
under the terms of the Agreement, or any future agreement, AIG
and Imperial A.I. Credit Companies may, and without further
Court order, cancel the policies in the Agreement and receive
and apply the unearned or return premiums to the Debtors'
account.  In the event the amounts still remain due, the
deficiency will be recognized as a debt incurred in connection
with the administration of the Debtors' estates.

The Debtors are also authorized to enter into future financing
agreements with AIG without further Court order under these
terms:

    (a) the Debtors will forward copies of the proposed
        Financing Agreement to the Creditors' Committee's
        counsel and to the Senior Lenders' counsel; and

    (b) unless they receive a notice in writing from the
        Creditors' Committee or the Senior Lenders within five
        days after the Committee and the Senior Lenders receive
        the copy, the Debtors will proceed to enter into the
        Financing Agreement. (Encompass Bankruptcy News, Issue
        No. 10; Bankruptcy Creditors' Service, Inc., 609/392-
        0900)


ENRON CORP: Court Grants Batson's Application for Rule 2004 Exam
----------------------------------------------------------------
Pursuant to Rule 2004 of the Federal Rules of Bankruptcy
Procedure, Enron Corporation Examiner, Neal Batson, sought and
obtained the Court's authority to:

    (a) conduct an examination by compelling present and former
        partners, members, employees and representatives of 28
        entities that are or have been involved in the various
        transactions with the Debtors or the SPEs, based on
        information the Debtors provided to the Examiner, to
        appear for sworn testimony.  The entities are:

        -- Arthur Andersen, LLP
        -- Freshfields Bruckhaus Deringer
        -- Akin, Gump, Strauss, Hauer & Feld, LLP
        -- Fried, Frank, Harris, Shriver & Jacobson
        -- Andrews & Kurth, LLP
        -- Jones, Day, Reavis & Pogue
        -- Baker & McKenzie
        -- King & Spalding
        -- Beghin & Feider En Association Avec
        -- Kirkland & Ellis
        -- Bracewell & Patterson
        -- LeBoeuf, Lamb, Greene & MacRae, LLP
        -- Day, Berry & Howard, LLP
        -- Linklaters
        -- Dewey Ballantine, LLP
        -- Mayer, Brown, Rowe & Maw
        -- McKee Nelson, LLP
        -- Sidley Austin Brown & Wood, LLP
        -- Milbank, Tweed, Hadley & McCloy, LLP
        -- Skadden, Arps, Slate, Meagher & Flom, LLP
        -- Mourant de Feu & Jeune
        -- Slaughter & May
        -- Potter Andersen & Corroon, LLP
        -- Tonkon Torp, LLP
        -- Richards, Layton & Finger, P.A.
        -- Vinson & Elkins, LLP
        -- Shearman & Sterling
        -- Weil, Gotshal & Manges, LLP

    (b) compel Weil Gotshal to produce documents concerning
        project Valhalla.

Further, the Court rules that:

A. The Examiner is directed to cooperate with the Committee and
    the Debtors, to the fullest extent practicable, in
    coordinating with respect to the discovery authorized;

B. All discovery material Weil produces to the Examiner will
    be deemed produced to all of the Debtors, the Committee and
    the Examiner and will be shared between the three parties,
    in the form produced or in a manner otherwise agreed by the
    Parties;

C. Pending further Court order, any Rule 2004 Examinee having
    material relating to the Marlin transactions, the Marlin
    Water Trust, the Bristol Water Trust or the Atlantic Water
    Trust will produce the material to the Examiner who will
    not, unless permitted by Court order, share those
    information with the Committee, the Debtors or any other
    entity.  The Committee, the Debtors and any other entity
    reserve the right to seek a Court order directing the
    Examiner to share the materials relating to the Marlin
    Subject Matter with the Committee upon notice to the
    plaintiffs in the Marlin Adversary Proceeding and any
    producer of those Materials;

D. The Examiner is authorized to issue subpoena or other process
    to compel Weil to produce and permit inspection and copying
    of documents;

E. Weil is directed to produce on a rolling basis all responsive
    documents requested and that, in any event, Weil is directed
    to produce all responsive documents within 20 days of
    service of a subpoena, subject to nay documents withheld
    under a claim of privilege;

F. Weil will produce all responsive documents at the office of
    Alston & Bird LLP;

G. Weil is directed to provide counsel for the Examine with a
    privilege log in accordance with Rule 7026 of the Federal
    Rules of Bankruptcy Procedure within 30 days of the date of
    service of a subpoena; and

H. The Examiner is authorized to issue subpoenas or other
    process to compel attendance of one or more corporate
    representatives of the Rule 2004 Examinees at oral
    examinations. (Enron Bankruptcy News, Issue No. 60;
    Bankruptcy Creditors' Service, Inc., 609/392-0900)


EXIDE: Wants to Enter into Remediation Deals with Gannett, et al
----------------------------------------------------------------
James E. O'Neill, Esq., at Pachulski Stang Ziehl Young Jones &
Weintraub P.C., in Wilmington, Delaware, relates that Exide
Technologies and its debtor-affiliates identified environmental
contamination at one of its commercial properties located at
1000 Dunham Drive in Dunmore, Pennsylvania. Exide attempted to
sell the Property.  An offer was made and the parties entered
into an Agreement of Sale for $2,500,000, but the prospective
purchaser refused to purchase the Property unless Exide agreed
to reimburse it for environmental insurance without any
limitations to the amount of coverage or the associated costs.
However, Exide was unable to comply with this request at any
reasonable cost to the estates and, as a result, the prospective
purchaser elected to terminate the Agreement of Sale. For this
reason and in light of the lack of other offers, Exide was
advised by its real estate brokers that the Property should be
remediated to maximize its value.

Accordingly, the Debtors seek the Court's authority to enter
into agreements with Gannett Fleming Project Development
Corporation, TerraSure Development LLC and Gannett Fleming, Inc.
for environmental remediation services and indemnification of
the Debtors against future environmental liability.

Specifically, these agreements are:

    -- a letter of intent with TerraSure outlining the basic
       agreement between Gannett Fleming, TerraSure and Exide
       Technologies for environmental remediation;

    -- the fixed-price remediation agreement between Exide,
       Gannett Fleming and TerraSure; and

    -- the guarantee by Gannett of environmental remediation
       services for the benefit of Exide and any purchaser of
       the Property.

The services proposed under the Agreements are services rendered
by Gannett and TerraSure in the ordinary course of business and
are not directly related to the Debtors' Chapter 11 cases.
Nonetheless, TerraSure and Gannett required the Debtors to
obtain Court approval of the agreements.

Under the Agreements, Mr. O'Neill informs the Court that Gannett
and TerraSure propose to remediate the Property pursuant to the
Pennsylvania Land Recycling and Environmental Remediation
Standards Act, as amended, which is a voluntary clean-up
program. At the conclusion of the statutory remediation process,
it is expected that the State of Pennsylvania will issue a "no
further action" letter, which could protect Exide from any
future liability relating to the remediated environmental
issues.  The Debtors believe that any future purchaser of the
property will require this letter.  In addition, the Debtors
will have the benefit of the Guarantee from Gannett, which will
also run in favor of any purchaser of the Property.  The Debtors
estimate that, once the remediation has been completed and with
the Guarantee in place, they will be able to sell the Property
for $3,500,000.

The Debtors believe that TerraSure and Gannett are well
qualified and able to provide the services in a cost-effective,
efficient and timely manner and entering into the Agreements is
in the best interests of the estates.  The compensation
arrangement and the terms of the Agreements are consistent with,
and typical of, arrangements entered into by TerraSure and
Gannett and other environmental remediation firms with respect
to rendering similar services for clients including the Debtors.
The Debtors do not believe that they could find equally
advantageous agreements on better terms.

The specific terms of the agreements entered into with TerraSure
and Gannett are:

    A. The LOI outlines the basic terms agreed to by the parties
       for remediation of the Property.  Under the LOI, Gannett
       and TerraSure agree to:

       1. remediate environmental contamination at the Property
          so that the Property is acceptable to the Pennsylvania
          Department of Environmental Protection based on
          requirements and regulations in effect through the
          completion of the project;

       2. obtain a release of liability from the Pennsylvania
          Environmental Protection under the applicable
          provisions of the governing statute; and

       3. purchase a pollution legal liability insurance policy
          for the benefit of Exide, any purchaser of the
          property and its first mortgage lenders against future
          claims made in connection with the environmental
          contamination remediated on the Property for a period
          of ten years with a $10,000,000 policy limit.

    B. The Remediation Agreement memorializes the services and
       obligations outlined by the LOI.  The Remediation
       Agreement provides that the $450,000 project completion
       price is due after execution of the Remediation
       Agreement.  However, Exide may defer this payment by
       paying:

       1. $300,000 on the first anniversary date of the
          execution of the Remediation Agreement, plus interest,
          which will begin accruing 90 days after the execution
          date of the Remediation Agreement, on the full project
          completion price of $450,000 at an interest rate of
          prime plus 1%, but in no event will the interest rate
          exceed 6%; and

       2. $150,000, plus interest accrued on the $150,000 at an
          interest rate of prime plus 1%, but in no event will
          the interest rate exceed 6%.  However, if the Property
          is sold, Exide may not further defer payment and the
          entire $450,000 must be paid at closing.

    C. The Guarantee provides Exide and any purchaser of the
       Property with additional protection from potential
       liability for environmental contamination.  The Guarantee
       provides that Gannett will:

       1. irrevocably and unconditionally guarantee full
          performance and payment of each of the obligations
          owed by Gannett and TerraSure under the Remediation
          Agreement; and

       2. indemnify the Guaranteed Parties from any and all
          claims, liabilities and damages in any way related to
          the Remediation Agreement, the Guarantee or the
          transactions contemplated by these agreements, except
          in cases of negligence or willful misconduct by one of
          the Guaranteed Parties. (Exide Bankruptcy News, Issue
          No. 20; Bankruptcy Creditors' Service, Inc., 609/392-
          0900)


EZENIA!: Shareholders' Equity Deficit Tops $1.5 Mill. at Dec. 31
----------------------------------------------------------------
Ezenia! Inc. (Nasdaq: EZEN), a leading provider of real-time
collaboration solutions for corporate and government networks
and eBusiness, reported revenues of $2.9 million for the fourth
quarter of 2002 compared to $2.7 million reported for the
preceding quarter and $3.5 million for the corresponding period
of the previous year. Net income for the quarter was $3.4
million ($.25 per share) compared to a loss of $1.0 million
($.07 per share) reported for the third quarter of 2002 and
$10.3 million ($.75 per share) reported for the fourth quarter
of 2001. Operating results for the fourth quarter of 2002
include a gain of $3.7 million ($.27 per share) related to the
sale of patents.

Net loss for the year was $18.6 million ($1.36 per share)
compared to $31.3 million ($2.29 per share) reported for the
year ended December 31, 2001. The loss in 2002 included a write-
off of goodwill of $10.8 million related to the adoption of a
new accounting standard.

The company posted a total stockholders' equity deficit of
$1,504,000 as of December 31, 2002.

                     About Ezenia! Inc.

Ezenia! Inc. (Nasdaq: EZEN), founded in 1991, is a leading
provider of real-time collaboration solutions, bringing new and
valuable levels of interaction and collaboration to corporate
networks and the Internet. By integrating voice, video and data
collaboration, the Company's award-winning products enable
groups to interact through a natural meeting experience
regardless of geographic distance. Ezenia! products allow
dispersed groups to work together in real-time using powerful
capabilities such as instant messaging, whiteboarding, screen
sharing and text chat. The ability to discuss projects, share
information and modify documents allows users to significantly
improve team communication and accelerate the decision-making
process. More information about Ezenia! Inc. and its product
offerings can be found at the Company's Web site,
http://www.ezenia.com.


FLEMING COMPANIES: Files for Chapter 11 Protection in Delaware
--------------------------------------------------------------
Fleming Companies (NYSE: FLM) and its operating subsidiaries
have filed voluntary petitions for reorganization under Chapter
11 of the U.S. Bankruptcy Code. The filings were made this
morning in the U.S. Bankruptcy Court in Wilmington, Delaware.
Fleming intends to use the Chapter 11 process to restructure its
business operations and finances. The purpose of the Chapter 11
filing is to allow the company to establish an improved capital
and cost structure, and position itself for long-term success
upon emergence from Chapter 11.

Fleming is open and conducting business at all of its
facilities. The company is negotiating with its lenders on the
terms of debtor-in-possession financing and expects to announce
further progress shortly. Additionally, the company said that it
continues to receive supplies and service its customers.

"Fleming remains focused on serving its customers and expects to
file motions with the bankruptcy court to establish a critical
vendor program and to enable the company to pay all of its
associates on time and in the usual manner," said Peter
Willmott, Fleming's Interim President and Chief Executive
Officer. "After a thorough analysis of Fleming's condition, the
Board of Directors and senior management concluded that today's
court filings were both prudent and necessary.

"In January 2003, Kmart ended a major supply agreement with the
company. Against this backdrop, it became clear that filing for
Chapter 11 was the only choice that would allow us to continue
operating as a going concern, with renewed trade credit support,
while negotiating with our creditors toward an adjustment in our
debt level that would be more consistent with our operations,
assets and current business model.

"From an operational standpoint," Mr. Willmott continued, "we
are supplying customers from existing and new inventory and
continue to work closely with vendors to coordinate product
flow. We applaud the dedication of our associates in continuing
to move our customer service forward."

In conjunction with the court proceedings, Fleming expects to
file a variety of "first day motions" to support its associates,
customers and vendors. In addition to the motions cited above,
the company is also seeking court approvals for continuation of
payments for employee health and other benefits; cash management
programs; and for legal, financial, and other professionals to
support the company's reorganization. In accordance with
applicable law and court orders, vendors who provided goods or
services to Fleming or its subsidiaries before today's filing
may have pre-petition claims, which will be frozen pending court
authorization of payment or consummation of a plan of
reorganization.

                     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. To learn more about Fleming, visit our Web site at
http://www.fleming.com.


FLEMING: Chapter 11 Case Summary & Largest Unsecured Creditors
--------------------------------------------------------------
Lead Debtor: Fleming Companies, Inc.
             1945 Lakepointe Drive
             Lewisville, Texas 75057-6424
             aka Big W of Florida, Inc.
             aka Heartland Supermarkets, Inc.

Bankruptcy Case No.: 03-10945

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Core-Mark International, Inc.              03-10944
      ABCO Food Group, Inc.                      03-10946
      ABCO Markets, Inc.                         03-10947
      ABCO Realty, Corp.                         03-10948
      ASI Office Automation, Inc.                03-10949
      Core-Mark Mid-Continent, Inc.              03-10950
      Core-Mark Interrelated Companies, Inc.     03-10951
      C/M Products, Inc.                         03-10952
      FAVAR Concepts, Ltd.                       03-10953
      Fleming Foods Management Co., L.L.C.       03-10954
      Fleming Foods of Texas, LP                 03-10955
      Fleming International, Ltd                 03-10956
      Fleming Transportation Service, Inc.       03-10957
      Fleming Supermarkets of Florida, Inc.      03-10958
      Food 4 Less Beverage Company, Inc.         03-10959
      FuelServ, Inc.                             03-10960
      General Acceptance Corporation             03-10961
      Marquise Ventures Company, Inc.            03-10962
      Head Distributing Company                  03-10963
      Minter-Weisman Co.                         03-10964
      Piggly Wiggly Company                      03-10965
      Progressive Realty, Inc.                   03-10966
      Rainbow Food Group, Inc.                   03-10967
      Retail Investments, Inc.                   03-10968
      Retail Supermarkets, Inc.                  03-10970
      RFS Marketing Services, Inc.               03-10971
      Richmar Foods, Inc.                        03-10972
      Dunigan Fuels, Inc.                        03-10973

Type of Business: The Debtor and its subsidiaries' business
                  is the wholesale and retail distribution of
                  consumable goods.

Chapter 11 Petition Date: April 1, 2003

Court: District of Delaware

Judge: Mary F. Walrath

Debtors' Counsel: Laura Davis Jones, Esq.
                  Pachulski Stang Ziehl Young Jones & Weintraub
                   PC
                  919 N. Market Street
                  16th Floor
                  Wilmington, DE 19899-8705
                  Tel: 302-652-4100
                  Fax : 302-652-4400

                        -and-

                  James H.M. Sprayregen, Esq.
                  Richard L. Wynne, Esq.
                  Kirkland & Ellis
                  200 East Randolph Drive
                  Chicago, Illinois 60601
                  Tel: 312-861-2000
                  Fax: 312-861-2200

Total Assets: $4,220,500,000

Total Debts: $3,547,900,000

A. Fleming Debtors' Largest Unsecured Creditors:

Fleming Companies, Inc., Fleming Foods of Texas, L.P., and
Fleming International, Ltd., disclose that their 20 largest
unsecured creditors are:

Entity                        Nature Of Claim      Claim Amount
------                        ---------------      ------------
Manufacturers and Traders     Indenture: 10-5/8%   $400,000,000
Trust Company                Senior Sub. Notes     (unsecured)
Corp. Trust Dept.
50 Broadway - 7th Floor
New York, NY 10004
Attn: Russell Whitley
Fax: 716-842-5601

With copy to:
Manufactured and Traders
Trust Company
Corp. Trust Dept.
One M&T Plaza, 7th Floor
Buffalo, NY 14203

Bankers Trust Company Corp.  Indenture: 10-1/8%   $355,000,000
Trust and Agency Services   Sr Notes due 2008
4 Albany Street -10th Floor
NY, NY 10006
Maria Tokarz
Tel: 212-454-4219

Manufacturers and Traders     Indenture: 9-7/8%   $260,000,000
Trust Company                Senior Sub. Notes     (unsecured)
Corp. Trust Dept.             due 2012
50 Broadway - 7th Floor
New York, NY 10004
Attn: Russell Whitley
Fax: 716-842-5601

With copy to:
Manufactured and Traders
Trust Company
Corp. Trust Dept.
One M&T Plaza, 7th Floor
Buffalo, NY 14203

Manufacturers and Traders     Indenture: 9-1/4%   $200,000,000
Trust Company                Senior Sub. Notes     (unsecured)
Corp. Trust Dept.             due 2010
50 Broadway - 7th Floor
New York, NY 10004
Attn: Russell Whitley
Fax: 716-842-5601

With copy to:
Manufactured and Traders
Trust Company
Corp. Trust Dept.
One M&T Plaza, 7th Floor
Buffalo, NY 14203

Bank One, N.A.              Indenture: 5-1/4%     $150,000,000
Corp. Trust Services        Convertible Senior     (unsecured)
100 East Broad Street,      Sub. Notes due 2009
8th Fl.
Columbus, OH 43215
Attn: David Knox
Tel: 612-248-6229

Conagra Foods                                       $5,838,289
1 Conagra Drive
Omaha, NE 68102-5001
Doug Knudsen
Tel: 402-595-7919

Procter & Gamble Dist. Co.                           $4,452,432
1 P&G Plaza
Cincinnati, OH 45202
B.J. Polk
Tel: 972-851-0234

General Mills                                       $4,209,193
Jim Kula
PO Box 1113
Minneapolis, MN 55440
Tel: 763-764-7497

Georgia Pacific/Fort James                          $3,803,765
Corp.
Andre Mikhalevsky
133 Peachtree Street NE
Atlanta, GA 30303
Tel: 404-652-6405

Unilever                                            $3,506,064
Mike O'Rourke
390 Park Avenue
New York, 10022
Tel: 248-458-4001

Kraft                                               $2,713,110
Ken Adams
Three Lakes Drive
Northfield, IL 60693
Fax: 972-432-3439

Clorox Sales Company                                $2,402,527
Ken Partyka
1221 Broadway
Oakland, CA 94612-1888
Tel: 972-280-8713

Nestle USA, Inc.                                    $2,018,167
Bruce Partridge
800 N. Brand Blvd.
Glendale, CA 91203

Campbell Soup Co.                                   $1,997,904
Beth Monschein
Campbell Plaza
Camdem, NJ 08103
Tel: 312-654-0348

Kellog Company                                      $1,956,440
Brad Davidson
One Kellog Square, PO Box 3599
Battle Creek, MI 49016-3599
Tel: 616-961-6943

Marigold Foods Inc.                                 $1,660,953
Greg Kurr
2929 University Avenue SE
Minneapolis, MN 55414
Tel: 612-378-8335

Johnson & Son Inc.                                  $1,644,333
Paul Fiascone
1 Johnson and Johnson Plaza
New Brunswick, NJ 08933
Tel: 480-203-5967

Kimberly Clark Corp.                                $1,244,360
Mark Lauderdale
351 Phelps Drive
Irving, TX 75038
Tel: 248-458-0442

Hormel Foods Co.                                    $1,283,746
Larry Alderson
1 Hormel Place
Austin, MN 55912-3680

JM Smucker Co.                                      $1,244,360
Donald Hurrle
Strawberry Lane
Orrville, OH 44667-0280
Fax: 330-684-3428

B. Core-Mark Debtors' Largest Unsecured Creditors:

Core-Mark International, Inc., Core-Mark Mid-Continent, Inc.,
Core-Mark Interrelated Companies, Inc., and Head Distributing
Company, disclose that their 20 largest unsecured creditors are:

Entity                        Nature Of Claim      Claim Amount
------                        ---------------      ------------
Manufacturers and Traders     Indenture: 10-5/8%   $400,000,000
Trust Company                Senior Sub. Notes     (unsecured)
Corp. Trust Dept.
50 Broadway - 7th Floor
New York, NY 10004
Attn: Russell Whitley
Fax: 716-842-5601

With copy to:
Manufactured and Traders
Trust Company
Corp. Trust Dept.
One M&T Plaza, 7th Floor
Buffalo, NY 14203

Bankers Trust Company Corp.  Indenture: 10-1/8%   $355,000,000
Trust and Agency Services   Sr Notes due 2008
4 Albany Street -10th Floor
NY, NY 10006
Maria Tokarz
Tel: 212-454-4219

Manufacturers and Traders     Indenture: 9-7/8%   $260,000,000
Trust Company                Senior Sub. Notes     (unsecured)
Corp. Trust Dept.             due 2012
50 Broadway - 7th Floor
New York, NY 10004
Attn: Russell Whitley
Fax: 716-842-5601

With copy to:
Manufactured and Traders
Trust Company
Corp. Trust Dept.
One M&T Plaza, 7th Floor
Buffalo, NY 14203

Manufacturers and Traders     Indenture: 9-1/4%   $200,000,000
Trust Company                Senior Sub. Notes     (unsecured)
Corp. Trust Dept.             due 2010
50 Broadway - 7th Floor
New York, NY 10004
Attn: Russell Whitley
Fax: 716-842-5601

With copy to:
Manufactured and Traders
Trust Company
Corp. Trust Dept.
One M&T Plaza, 7th Floor
Buffalo, NY 14203

Bank One, N.A.              Indenture: 5-1/4%     $150,000,000
Corp. Trust Services        Convertible Senior     (unsecured)
100 East Broad Street,      Sub. Notes due 2009
8th Fl.
Columbus, OH 43215
Attn: David Knox
Tel: 612-248-6229

Hershey Choe                Vendor                  $7,424,082
George Forbes
19 East Chocolate Ave.
Hershey, PA 17033
Tel: 717-534-45688

Imperial Tobacco            Vendor                  $6,708,995
Daniel Pepin
PO Box 6600
Canada
Tel: 800-361-7504

Rothman's B&H               Vendor                  $2,726,478
Zaheer H. Sajun
1500 Don Mills Rd.
Ontario MLB 3L1 Canada
Tel: 416-442-3688

US Smokeless Tob            Vendor                  $2,384,316
Frank Riccio
PO Box 642294
North York
Tel: 203-601-7062

JTI McDonald                Vendor                  $1,608,362

Wrigley                     Vendor                  $1,538,115
Virgil Tavas
PO Box 730441
Toronto, Ontario, MSX 1A4
Dallas, TX 75373-0441
Tel: 312-645-4037

Santa Fe Nat Tob            Vendor                  $1,070,245
PO Box 951717
Dallas, TX 75395
Tel: 800-982-7454

Quaker Oats                 Vendor                    $998,307
Bea Smith
PO Box 70916
Chicago, IL 60673-0916
Tel: 312-821-1247

Kraft Gen Foods             Vendor                    $982,763
George Harriott
PO Box 100139
Pasadena, CA 91110-0087
Tel: 800-622-3003

ITWAL                        Vendor                   $817,289
440 Railside Dr.
Brampton, Ont. L74 1L1
Canada
Tel: 416-625-8380

Eveready Battery            Vendor                    $633,741
PO Box 500419
Brampton, Ontario L74 1L1
St. Louis, MO 63150-0419

Nestle Waters                Vendor                   $587,973
File 56544
Los Angeles, CA 90074-6544
Tel: 972-462-3638

M&M Mars                    Vendor                    $489,790
Chad Gassaway
800 High St.
Hackettstown, NJ 07840
Tel: 770-429-4453

Swisher International,      Vendor                    $467,964
Inc.
PO Box 88856
Chicago, IL 60695-1856
Tel: 800-843-3731

C. Favar Concepts' Largest Unsecured Creditors:

FAVAR Concepts, Ltd., discloses that its 20 largest unsecured
creditors are:

Entity                        Nature Of Claim      Claim Amount
------                        ---------------      ------------
Manufacturers and Traders     Indenture: 10-5/8%   $400,000,000
Trust Company                Senior Sub. Notes     (unsecured)
Corp. Trust Dept.
50 Broadway - 7th Floor
New York, NY 10004
Attn: Russell Whitley
Fax: 716-842-5601

With copy to:
Manufactured and Traders
Trust Company
Corp. Trust Dept.
One M&T Plaza, 7th Floor
Buffalo, NY 14203

Bankers Trust Company Corp.  Indenture: 10-1/8%   $355,000,000
Trust and Agency Services   Sr Notes due 2008
4 Albany Street -10th Floor
NY, NY 10006
Maria Tokarz
Tel: 212-454-4219

Manufacturers and Traders     Indenture: 9-7/8%   $260,000,000
Trust Company                Senior Sub. Notes     (unsecured)
Corp. Trust Dept.             due 2012
50 Broadway - 7th Floor
New York, NY 10004
Attn: Russell Whitley
Fax: 716-842-5601

With copy to:
Manufactured and Traders
Trust Company
Corp. Trust Dept.
One M&T Plaza, 7th Floor
Buffalo, NY 14203

Manufacturers and Traders     Indenture: 9-1/4%   $200,000,000
Trust Company                Senior Sub. Notes     (unsecured)
Corp. Trust Dept.             due 2010
50 Broadway - 7th Floor
New York, NY 10004
Attn: Russell Whitley
Fax: 716-842-5601

With copy to:
Manufactured and Traders
Trust Company
Corp. Trust Dept.
One M&T Plaza, 7th Floor
Buffalo, NY 14203

Bank One, N.A.              Indenture: 5-1/4%     $150,000,000
Corp. Trust Services        Convertible Senior     (unsecured)
100 East Broad Street,      Sub. Notes due 2009
8th Fl.
Columbus, OH 43215
Attn: David Knox
Tel: 612-248-6229

Borden                      Vendor                    $155,436

Earthgrains Baking Cos.,    Vendor                     $32,835
Inc.

Mission Foods               Vendor                     $11,712

Pepsi Bottling Company      Vendor                     $10,486

Frito Lay                   Vendor                     $10,078

Radiant Energy              Vendor                      $5,665

Encore Sales                Vendor                      $5,169

TXU Electric                Vendor                      $3,824

Bergensons Property Sales   Vendor                      $3,293

City of College Station     Vendor                      $3,048
Utility

Executive Security Systems  Vendor                      $2,179
Inc.

Reddy Ice - Longview        Vendor                      $2,140

Waco Tribune-Herald         Vendor                      $1,692

RGIS                        Vendor                      $1,509

D & M Carriers              Vendor                      $1,332

D. Minter-Weisman's Largest Unsecured Creditors:

Minter-Weisman Co. discloses that its 20 largest unsecured
creditors are:

Entity                        Nature Of Claim      Claim Amount
------                        ---------------      ------------
Manufacturers and Traders     Indenture: 10-5/8%   $400,000,000
Trust Company                Senior Sub. Notes     (unsecured)
Corp. Trust Dept.
50 Broadway - 7th Floor
New York, NY 10004
Attn: Russell Whitley
Fax: 716-842-5601

With copy to:
Manufactured and Traders
Trust Company
Corp. Trust Dept.
One M&T Plaza, 7th Floor
Buffalo, NY 14203

Bankers Trust Company Corp.  Indenture: 10-1/8%   $355,000,000
Trust and Agency Services   Sr Notes due 2008
4 Albany Street -10th Floor
NY, NY 10006
Maria Tokarz
Tel: 212-454-4219

Manufacturers and Traders     Indenture: 9-7/8%   $260,000,000
Trust Company                Senior Sub. Notes     (unsecured)
Corp. Trust Dept.             due 2012
50 Broadway - 7th Floor
New York, NY 10004
Attn: Russell Whitley
Fax: 716-842-5601

With copy to:
Manufactured and Traders
Trust Company
Corp. Trust Dept.
One M&T Plaza, 7th Floor
Buffalo, NY 14203

Manufacturers and Traders     Indenture: 9-1/4%   $200,000,000
Trust Company                Senior Sub. Notes     (unsecured)
Corp. Trust Dept.             due 2010
50 Broadway - 7th Floor
New York, NY 10004
Attn: Russell Whitley
Fax: 716-842-5601

With copy to:
Manufactured and Traders
Trust Company
Corp. Trust Dept.
One M&T Plaza, 7th Floor
Buffalo, NY 14203

Bank One, N.A.              Indenture: 5-1/4%     $150,000,000
Corp. Trust Services        Convertible Senior     (unsecured)
100 East Broad Street,      Sub. Notes due 2009
8th Fl.
Columbus, OH 43215
Attn: David Knox
Tel: 612-248-6229

Hershey                     Vendor                    $609,495
PO Box 504011
St. Louis, MO 63150-4011
Tel: 717-534-7210

Wrigley                      Vendor                   $159,451

U.S. Smokeless               Vendor                   $139,482

Pfizer                       Vendor                   $112,888

Swisher Int'l.               Vendor                   $106,880

Kraft                        Vendor                    $80,216

Procter & Gamble             Vendor                    $67,819

Romax                        Vendor                    $56,865

Conwood Company              Vendor                    $53,564

Santa Fe                     Vendor                    $48,509

Pam Oil                      Vendor                    $47,278

Great Spring Water           Vendor                    $41,676

European Roasterie           Vendor                    $36,053

Quaker Oats                  Vendor                    $35,661

BIC                          Vendor                    $35,164

E. Piggly Wiggly's Largest Unsecured Creditors:

Piggly Wiggly Company discloses that its 6 largest unsecured
creditors are:

Entity                        Nature Of Claim      Claim Amount
------                        ---------------      ------------
Manufacturers and Traders     Indenture: 10-5/8%   $400,000,000
Trust Company                Senior Sub. Notes     (unsecured)
Corp. Trust Dept.
50 Broadway - 7th Floor
New York, NY 10004
Attn: Russell Whitley
Fax: 716-842-5601

With copy to:
Manufactured and Traders
Trust Company
Corp. Trust Dept.
One M&T Plaza, 7th Floor
Buffalo, NY 14203

Bankers Trust Company Corp.  Indenture: 10-1/8%   $355,000,000
Trust and Agency Services   Sr Notes due 2008
4 Albany Street -10th Floor
NY, NY 10006
Maria Tokarz
Tel: 212-454-4219

Manufacturers and Traders     Indenture: 9-7/8%   $260,000,000
Trust Company                Senior Sub. Notes     (unsecured)
Corp. Trust Dept.             due 2012
50 Broadway - 7th Floor
New York, NY 10004
Attn: Russell Whitley
Fax: 716-842-5601

With copy to:
Manufactured and Traders
Trust Company
Corp. Trust Dept.
One M&T Plaza, 7th Floor
Buffalo, NY 14203

Manufacturers and Traders     Indenture: 9-1/4%   $200,000,000
Trust Company                Senior Sub. Notes     (unsecured)
Corp. Trust Dept.             due 2010
50 Broadway - 7th Floor
New York, NY 10004
Attn: Russell Whitley
Fax: 716-842-5601

With copy to:
Manufactured and Traders
Trust Company
Corp. Trust Dept.
One M&T Plaza, 7th Floor
Buffalo, NY 14203

Bank One, N.A.              Indenture: 5-1/4%     $150,000,000
Corp. Trust Services        Convertible Senior     (unsecured)
100 East Broad Street,      Sub. Notes due 2009
8th Fl.
Columbus, OH 43215
Attn: David Knox
Tel: 612-248-6229

Reese Sign Service, Inc.                                $7,796

F. Rainbow Food's Largest Unsecured Creditors:

Rainbow Food Group, Inc., discloses that its 20 largest
unsecured creditors
are:

Entity                        Nature Of Claim      Claim Amount
------                        ---------------      ------------
Manufacturers and Traders     Indenture: 10-5/8%   $400,000,000
Trust Company                Senior Sub. Notes     (unsecured)
Corp. Trust Dept.
50 Broadway - 7th Floor
New York, NY 10004
Attn: Russell Whitley
Fax: 716-842-5601

With copy to:
Manufactured and Traders
Trust Company
Corp. Trust Dept.
One M&T Plaza, 7th Floor
Buffalo, NY 14203

Bankers Trust Company Corp.  Indenture: 10-1/8%   $355,000,000
Trust and Agency Services   Sr Notes due 2008
4 Albany Street -10th Floor
NY, NY 10006
Maria Tokarz
Tel: 212-454-4219

Manufacturers and Traders     Indenture: 9-7/8%   $260,000,000
Trust Company                Senior Sub. Notes     (unsecured)
Corp. Trust Dept.             due 2012
50 Broadway - 7th Floor
New York, NY 10004
Attn: Russell Whitley
Fax: 716-842-5601

With copy to:
Manufactured and Traders
Trust Company
Corp. Trust Dept.
One M&T Plaza, 7th Floor
Buffalo, NY 14203

Manufacturers and Traders     Indenture: 9-1/4%   $200,000,000
Trust Company                Senior Sub. Notes     (unsecured)
Corp. Trust Dept.             due 2010
50 Broadway - 7th Floor
New York, NY 10004
Attn: Russell Whitley
Fax: 716-842-5601

With copy to:
Manufactured and Traders
Trust Company
Corp. Trust Dept.
One M&T Plaza, 7th Floor
Buffalo, NY 14203

Bank One, N.A.              Indenture: 5-1/4%     $150,000,000
Corp. Trust Services        Convertible Senior     (unsecured)
100 East Broad Street,      Sub. Notes due 2009
8th Fl.
Columbus, OH 43215
Attn: David Knox
Tel: 612-248-6229

H Brooks 23                 Vendor                  $2,090,062
Ray Ralston
600 Lakeview Point Drive
New Brighton, MN 55112
Tel: 651-756-2210

Marigold Foods, LLC         Vendor                  $1,458,609
Steve Carlson
Attn: Assoc. #1
Lock Box #730105
Dallas, TX 75373

Pepsi-Cola Company          Vendor                    $984,765
James Green
PO Box 75960
Chicago, IL 60675-5960
Tel: 612-231-5625

Crystal Foods Inc.          Vendor                    $849,308
Craig Lyon
PO Box 96638
Chicago, IL 60693-6638
Fax: 612-895-1403

Midwest Coca-Cola          Vendor                     $600,089
Bottling Co.
Eagan Branch
SDS 12-1015 PO Box 86
Minneapolis, MN 55486-1015

Kraft Pizza Tombstone       Vendor                    $499,050
Samantha Charleston
Kraft Foods Pizza Division
23050 Network Place
Chicago, IL 60673-1230
Fax: 800-346-3765

St, Paul Pioneer Press      Vendor                    $392,899
Clay Fausberg
PO Box 64890
St. Paul, MN 55164-0890

Fleming Csd-Plymouth        Vendor                    $380,636

McKessen Drug Co.           Vendor                    $366,322
Jenny Baca-Jones
PO Box 1450
N W 9024
Minneapolis, MN 55485-9024
Tel: 972-446-2728

The American Bottling Co.   Vendor                    $356,799
Sheryl Cass
PO Box 643
Des Moines, IA 50303
Tel: 515-299-7053

Old Dutch Foods             Vendor                    $328,583
Stephanie
PO Box 64627
St. Paul, MN 55164
Fax: 651-633-8894

Morey Seafood Int'l         Vendor                    $316,122
Scott Wickert
130 South LaSalle Street
Dept. 1988
Chicago, IL 60674-1988
Fax: 763-541-0518

Nabisco-Nabisco Biscuit     Vendor                    $311,717
Co.
PO Box 70080
Chicago, IL 60673-0080

US Foodservice              Vendor                    $305,989
SDS 12-0815
PO Box 86
Minneapolis, MN 55486-0815
Tel: 612-557-2295

St. Maries Gopher News Co.  Vendor                    $269,621
9000 10th Ave. N.
Minneapolis, MN 55427

G. Richmar's Largest Unsecured Creditors:

Richmar Foods, Inc., discloses that its 20 largest unsecured
creditors are:

Entity                        Nature Of Claim      Claim Amount
------                        ---------------      ------------
Manufacturers and Traders     Indenture: 10-5/8%   $400,000,000
Trust Company                Senior Sub. Notes     (unsecured)
Corp. Trust Dept.
50 Broadway - 7th Floor
New York, NY 10004
Attn: Russell Whitley
Fax: 716-842-5601

With copy to:
Manufactured and Traders
Trust Company
Corp. Trust Dept.
One M&T Plaza, 7th Floor
Buffalo, NY 14203

Bankers Trust Company Corp.  Indenture: 10-1/8%   $355,000,000
Trust and Agency Services   Sr Notes due 2008
4 Albany Street -10th Floor
NY, NY 10006
Maria Tokarz
Tel: 212-454-4219

Manufacturers and Traders     Indenture: 9-7/8%   $260,000,000
Trust Company                Senior Sub. Notes     (unsecured)
Corp. Trust Dept.             due 2012
50 Broadway - 7th Floor
New York, NY 10004
Attn: Russell Whitley
Fax: 716-842-5601

With copy to:
Manufactured and Traders
Trust Company
Corp. Trust Dept.
One M&T Plaza, 7th Floor
Buffalo, NY 14203

Manufacturers and Traders     Indenture: 9-1/4%   $200,000,000
Trust Company                Senior Sub. Notes     (unsecured)
Corp. Trust Dept.             due 2010
50 Broadway - 7th Floor
New York, NY 10004
Attn: Russell Whitley
Fax: 716-842-5601

With copy to:
Manufactured and Traders
Trust Company
Corp. Trust Dept.
One M&T Plaza, 7th Floor
Buffalo, NY 14203

Bank One, N.A.              Indenture: 5-1/4%     $150,000,000
Corp. Trust Services        Convertible Senior     (unsecured)
100 East Broad Street,      Sub. Notes due 2009
8th Fl.
Columbus, OH 43215
Attn: David Knox
Tel: 612-248-6229

Coca Cola                   Vendor                    $307,888
Dept. 1138
Attn: A/R Manager
San Francisco, CA 94139-3405

Berkeley Farms              Vendor                     $301,754
Dee Humberg
Dept. 33405
San Fracisco, CA 94139-3405
Tel: 510-265-8600

McKesson Drug Company       Vendor                    $272,822
Attn: A/R
PO Box 78865
Milwaukee, WI 53278-0865
Tel: 800-482-3784

Front End Services          Vendor                    $221,260

Marigold Foods Inc.         Vendor                    $216,878

Pepsi Bottling Group        Vendor                    $197,207

Dr. Pepper Bottling         Vendor                    $195,477

Mission Foods               Vendor                    $189,761

Nucal Foods                 Vendor                    $173,103

Pepsi Cola General          Vendor                    $169,710
Bottlers

Avaltus Inc.                Vendor                    $131,250

Mickee Foods Corp.          Vendor                    $129,392

Mission Foods               Vendor                    $122,854

Sequoia Beverage Co.        Vendor                    $116,706

Donaghy Sales               Vendor                    $113,272

H. Dunigan Fuels' Largest Unsecured Creditors:

Dunigan Fuels, Inc., discloses that its 20 largest unsecured
creditors are:

Entity                        Nature Of Claim      Claim Amount
------                        ---------------      ------------
Manufacturers and Traders     Indenture: 10-5/8%   $400,000,000
Trust Company                Senior Sub. Notes     (unsecured)
Corp. Trust Dept.
50 Broadway - 7th Floor
New York, NY 10004
Attn: Russell Whitley
Fax: 716-842-5601

With copy to:
Manufactured and Traders
Trust Company
Corp. Trust Dept.
One M&T Plaza, 7th Floor
Buffalo, NY 14203

Bankers Trust Company Corp.  Indenture: 10-1/8%   $355,000,000
Trust and Agency Services   Sr Notes due 2008
4 Albany Street -10th Floor
NY, NY 10006
Maria Tokarz
Tel: 212-454-4219

Manufacturers and Traders     Indenture: 9-7/8%   $260,000,000
Trust Company                Senior Sub. Notes     (unsecured)
Corp. Trust Dept.             due 2012
50 Broadway - 7th Floor
New York, NY 10004
Attn: Russell Whitley
Fax: 716-842-5601

With copy to:
Manufactured and Traders
Trust Company
Corp. Trust Dept.
One M&T Plaza, 7th Floor
Buffalo, NY 14203

Manufacturers and Traders     Indenture: 9-1/4%   $200,000,000
Trust Company                Senior Sub. Notes     (unsecured)
Corp. Trust Dept.             due 2010
50 Broadway - 7th Floor
New York, NY 10004
Attn: Russell Whitley
Fax: 716-842-5601

With copy to:
Manufactured and Traders
Trust Company
Corp. Trust Dept.
One M&T Plaza, 7th Floor
Buffalo, NY 14203

Bank One, N.A.              Indenture: 5-1/4%     $150,000,000
Corp. Trust Services        Convertible Senior     (unsecured)
100 East Broad Street,      Sub. Notes due 2009
8th Fl.
Columbus, OH 43215
Attn: David Knox
Tel: 612-248-6229

Exxon Mobil                                           $823,513
436 Creamery Way #300
Exton, PA 19341
Tel: 918-661-4660

Phillips Petroleum                                    $590,606
PO Box 88
Bartesville, OK 74044
Tel: 281-293-3735

Conoco                                                $507,850
PO Box 2463
Houston, TX 77252
Tel: 281-293-3735

Equilon Enterprises                                   $473,716
PO Box 2463
Houston, TX 77252
Tel: 713-241-8743

Mielke Oil Corp.                                      $369,665
401 13th Ave. NW
Little Falls, MN 56345
Tel: 800-592-0004

Santmyer Oil Co.                                      $339,357
PO Box 146
Wooster, OH 44691
Tel: 800-686-4589

Marathon Oil                                          $312,676
3200 Pointe Parkway $200
Norcross, GA 30092
Tel: 770-448-7674

Citgo Petroleum                                       $296,028
PO Box 3758
Tulsa, OK 74102-3758
Tel: 800-423-8434

Premcor Inc.                                          $211,239

Southern Counties                                     $196,292

Transmontaigne Product                                $193,656
Services

Papco                                                 $184,537

Placid Refining                                       $130,854

Sinclair Oil Co.                                      $118,696

D&D Oil                                               $112,650

I. Subsidiary Debtors' Largest Unsecured Creditors:

ABCO Food Group, Inc., ABCO Markets, Inc., ABCO Realty, Corp.,
ASI Office Automation, Inc., C/M Products, Inc., Fleming Foods
Management Co., Fleming Transportation Service, Inc., Fleming
Supermarkets of Florida, Inc., Food 4 Less Beverage Company,
Inc., FuelServ, Inc., General Acceptance Corporation, Marquise
Ventures Company, Inc., Progressive Realty, Inc., Retail
Investments, Inc., Retail Supermarkets, Inc., and RFS Marketing
Services, Inc.,  disclose that their 5 largest unsecured
creditors are:

Entity                        Nature Of Claim      Claim Amount
------                        ---------------      ------------
Manufacturers and Traders     Indenture: 10 5/8%   $400,000,000
Trust Company                 Senior Subordinated
Corporate Trust Dept.         Notes due 2007 (two
50 Broadway - 7th Floor       series)
New York, NY 10004
Attn: Russell Whitley
Fax: 716-842-5601

Bankers Trust Company         Indenture: 10 1/8%   $355,000,000
Corporate Trust and Agency    Senior Notes due
Services                      2008
4 Albany Street- 10th Floor
New York, NY 10006
Attn: Maria Tokarz
Tel. No.: 212-454-4219

Manufacturers and Traders     Indenture: 9 7/8%    $260,000,000
Trust Company                 Senior Subordinated
Corporate Trust Dept.         Notes due 2012
50 Broadway - 7th Floor
New York, NY 10004
Attn: Russell Whitley
Fax: 716-842-5601

Manufacturers and Traders     Indenture: 9 1/4%    $200,000,000
Trust Company                 Senior Notes due 2010
Corporate Trust Dept.
50 Broadway - 7th Floor
New York, NY 10004
Attn: Russell Whitley
Fax: 716-842-5601

Bank One, N.A.                Indenture: 5 1/4%    $150,000,000
Corporate Trust Services      Convertible Senior
100 East Broad Street,        Subordinated Notes
8th Floor                     due 2009
Columbus, OH 43215
Attn: David Knox
Tel. No. 614-248-6229


FOCAL COMMS: Valuation Research Assists in SFAS 144 Work
--------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware gave its
nod of approval to Focal Communications Corporation and its
debtor-affiliates' request to hire Valuation Research
Corporation to provide appraisal related services.

Specifically, Valuation Research will appraise Focal
Communications Corporation's property located in Chicago,
Illinois.  Valuation Research will help management:

     i) to comply with SFAS 144 to allow Debtor's Management to
        be in position to prepare financial statements that
        comply with the GAAP; and

    ii) with certain analysis and tax filings that may result
        in a reduction of the Debtor's personal property taxes.

The SFAS 144 Work will include:

     a) the appraisal of substantially all personal property of
        Focal;

     b) the appraisal of the real property owned by Focal and
        operating as the Debtors' headquarters in Chicago,
        Illinois; and

     c) the preparation by Valuation Research of draft and final
        reports in connection with such appraisals.

Valuation Research will provide SFAS 144 Work for a fee of
$55,000 plus expenses not to exceed $3,000.  Valuation Research
will charge an additional fee of $6,800 to $9,500 per location.
The Debtors anticipate that they will have property appraised at
6 separate locations.

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

Focal Communications Corp.'s 12.125% bonds due 2008 (FCOM08USR1)
are trading at 4 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=FCOM08USR1
for real-time bond pricing.


FRONTIER OIL: Fitch Places Low-B Debt Ratings on Watch Positive
---------------------------------------------------------------
Fitch Ratings placed the debt ratings of Frontier Oil
Corporation on Rating Watch Positive following the company's
announcement that it has agreed to merge with Holly Corporation.
Fitch rates Frontier's senior unsecured debt 'B+' and secured
credit facility 'BB-'.

Frontier and Holly announced that they have agreed to merge in a
transaction valued at approximately $462 million. To finance the
transaction, Frontier will issue approximately 15.5 million
shares of Frontier common stock to Holly shareholders plus a
total cash payment of $172.5 million ($11.11 per share of Holly
stock). The purchase price represents a premium of approximately
31%. Closing is targeted for early July 2003.

The Positive Rating Watch reflects the conservative acquisition
financing planned for the transaction, the low debt at Holly,
the niche markets served by both Frontier and Holly and the
continued benefits of being a small refiner. Although Frontier
could pay the cash portion of the transaction through cash on
hand and borrowings under the company's credit facilities, Fitch
expects Frontier to issue new senior unsecured notes to help
finance the transaction. At year-end 2002, Frontier had long-
term debt totaling $208 million and $112 million in cash. At
January 31, 2003, Holly had approximately $26 million of debt
and $18 million of cash on its balance sheet. Frontier will
continue to maintain its small refiner's advantage with respect
to the low sulfur gasoline and diesel regulations allowing the
company to delay a significant portion of the capital
requirements.

With the addition of Holly, Frontier's refining capacity will
increase from 156,000 barrels per day (bpd) to more than
260,000-bpd. The additional capacity includes the Artesia, New
Mexico refinery (60,000-bpd being expanded to 75,000-bpd), the
7,500-bpd Great Falls, Montana refinery and the 25,000-bpd Woods
Cross refinery near Salt Lake City which Holly is acquiring from
ConocoPhillips. The Artesia refinery serves several Southwest
markets including El Paso, Texas, Albuquerque, New Mexico,
Phoenix, Arizona and markets in northern Mexico. Holly also
operates more than 2,000 miles of crude and product pipelines
which provides significant EBITDA to Holly.

Of concern is the potential start-up of the Longhorn Pipeline, a
refined product pipeline from Texas Gulf Coast refiners to El
Paso, Texas. Product delivered on Longhorn would compete
directly with the Artesia refinery. Start-up has been delayed
several times in recent years, but could add up to 72,000-bpd of
initial capacity with ultimate capacity of up to 225,000-bpd.
Although most of the pipeline construction is complete, Longhorn
must still obtain start-up financing. Fitch will continue to
evaluate the risks associated with Longhorn and incorporate its
expectations into the ratings of Frontier at closing.

Frontier Oil Corporation is an independent refiner and wholesale
marketer of petroleum products, operating two refineries, a
46,000 barrel-per-day (bpd) refinery in Cheyenne, Wyo., and a
110,000 bpd refinery in El Dorado, Kan. Frontier also offers its
own branding program in the Rocky Mountain market area to
accommodate smaller, independent gasoline marketers.


GENUITY INC: Taps Ernst & Young's Services as Auditors
------------------------------------------------------
At Genuity Inc., and its debtor-affiliates' request, Judge
Beatty approves the application to employ Ernst & Young LLP as
auditors for the Debtors, nunc pro tunc to February 11, 2003.

The Debtors believe that E&Y has the requisite experience to act
as their auditors in these Chapter 11 cases.  E&Y has had
extensive experience as auditors in other Chapter 11 cases,
including the Chapter 11 cases of Fruit of the Loom, Inc.,
Mariner Healthcare, Inc. and LaRoche Industries, among others.

The Debtors will engage E&Y pursuant to the terms of an
engagement letter dated February 10, 2003.  E&Y is expected to:

    A. perform an audit of the Debtors' financial statements for
       the fiscal year ended December 2002 and an audit of the
       Debtors' benefit plan required to be audited under
       applicable rules;

    B. provide general tax advisory services for the Debtors;

    C. provide expatriate tax advisory and compliance services
       for the Debtors.

E&Y will coordinate with other retained professionals in these
bankruptcy cases to eliminate unnecessary duplication or overlap
of work.

In return, E&Y intends to charge:

    A. For the audit services and benefit plan services provided
       pursuant to the Engagement Letter, fees based on time
       incurred by E&Y's professional at these hourly rates:

          Audit Partner                 $428 - 484
          Audit Senior Manager           332 - 388
          Audit Manager                  260 - 288
          Audit Senior                   168 - 212
          Audit Staff                    100 - 128

    B. For the general tax advisory services and expatriate tax
       advisory and compliance services provided, fees based on
       time incurred by E&Y's professionals at these hourly
       rates:

          Tax Partner and Principal     $281 - 491
          Tax Senior Manager             261 - 450
          Tax Manager                    223 - 382
          Tax Senior                     183 - 288
          Tax Staff                       98 - 166

The Debtors have been informed that E&Y personnel with lower
billing rates will be used to the extent possible for the
services to be provided under the Engagement Letter.  The
Debtors were also advised that for all categories of service for
which hourly rates are charged, E&Y revises its hourly rates on
July 1 of each year in the normal course of business.

The Debtors understand that these hourly rates are E&Y's typical
hourly rates for work of this nature and set at a level designed
to compensate E&Y fairly for the work of its principals and
employees and to cover fixed and routine overhead expenses.
Consistent with E&Y's policy with respect to its other clients,
E&Y will charge the Debtors for all other reasonable out-of-
pocket expenses, including costs for travel, lodging,
duplicating, computer research, messenger and telephone charges.
In addition, either the Debtors or E&Y may terminate the
Engagement Letter at any time.  After termination of the
Engagement Letter by the Debtors, however, the Debtors will
remain obligated to pay any incurred fees as of the effective
date of the termination.

E&Y Tax Partner Andrew Vrigian assures the Court that the firm:

    A. does not have any connection with any of the Debtors,
       their affiliates, their creditors and any other party-in-
       interest, the United States Trustee, the assistant United
       States Trustee, or the attorney to that office assigned
       to these Cases;

    B. is a "disinterested person," as that term is defined in
       Section 101(14) of the Bankruptcy Code; and

    C. does not hold or represent any interest adverse to the
       estates.

However, Mr. Vrigian discloses that E&Y currently provides, or
in the past has provided, services in unrelated matters to these
parties:

    A. Major Shareholders: Verizon Communications Inc.;

    B. Secured Lenders: Comdisco, Cisco Systems, SGL Carbon AG,
       and Silicon Graphics Inc.;

    C. Unsecured Bondholders: J.P. Morgan Securities Inc.,
       Credit Suisse First Boston, Deutsche Bank Alex brown
       Inc., BNP Paribas Securities Inc., and Wachovia
       Securities Inc.;

    D. Indenture Trustee: State Street Bank & Trust Co.;

    E. Largest Unsecured Creditors: Chase Manhattan Bank,
       Verizon Investments Inc., CitiCorp USA inc., Credit
       Suisse First Boston, BNP Paribas, Deutsche Bank GA, The
       Industrial Bank of Japan, Toronto Dominion Inc., The Bank
       of New York, Wachovia Bank N.A., Allegiance Telecom,
       Verizon, Qwest Communications, Nortel Networks, WorldCom,
       InterXion Nederland BV, 1300 Federal LLC, BellSouth,
       Cisco Systems, and State Street Bank & trust Co.; and

    F. Professionals: Baker & McKenzie, Bingham McCutchen LLP,
       Connor & Winters, Cushman & Wakefield Inc., Deloitte &
       Touche LLP, FTI Consulting, Hogan & Hartson LLP, Katten
       Muchin Zavis Rosenman, Kronish Lieb Weiner & Hellman LLP,
       Lovells, Lowenstien Sandler PC, Morrison & Foerster,
       Nixon Peabody, Paul Hastings Janofsky & Walker LLP,
       Potter Anderson & Corron LLP, Shaw Pittman, Sills Cummis
       Radin Tischman Epstein & Gross, Sitrick and Company,
       Skadden Arps Slate Meagher & Flom, and Stroock & Stroock
       & Lavin LLP, and Latham & Watkins. (Genuity Bankruptcy
       News, Issue No. 9; Bankruptcy Creditors' Service, Inc.,
       609/392-0900)


GLOBAL CROSSING: Court Allows April 21 Exclusivity Extension
------------------------------------------------------------
Michael F. Walsh, Esq., at Weil Gotshal & Manges LLP, in New
York, reminds the Court that on August 9, 2002, Global Crossing
Ltd., and its debtor-affiliates entered into that certain
purchase agreement with Hutchison Telecommunications Limited and
Singapore Technologies Telemedia Pte.  The Purchase Agreement
forms the basis of the Plan, which is contingent on the
occurrence of a "closing".  Under the Purchase Agreement, after
Closing, the Investors will purchase their interests in the
Debtors.

The Transaction is contingent on the occurrence of several
events.  Most importantly, the GX Debtors must:

     (i) satisfy certain financial tests, exit cost
         requirements, and other administrative obligations
         specified in the Purchase Agreement; and

    (ii) obtain approvals of the Transaction from various
         federal and state governmental authorities.

The GX Debtors have already satisfied most, if not all, of the
Closing Conditions.

By this motion, the GX Debtors ask the Court to extend the
Exclusive Filing Period to allow sufficient time to complete the
Closing Conditions in order to protect their estates and
consummate the Plan.  The GX Debtors seek an extension of the
Exclusive Filing Period to the earlier of May 15, 2003, or in
the event the Purchase Agreement is terminated in accordance
with its terms by any of the parties, two weeks from the date of
termination.  The GX Debtors also seek an extension of the
Exclusive Solicitation Period until 60 days after the Extended
Exclusive Filing Period.

Mr. Walsh tells the Court that earlier in these cases, the
Debtors timely sought extensions of the Exclusive Periods
because the Debtors required additional time to resolve certain
critical business issues and formulate and negotiate the Plan.
When the Debtors filed their Third Exclusivity Motion, the Court
had recently confirmed the Plan and the Debtors were continuing
their efforts to obtain the requisite regulatory approvals and
to finalize their financial reporting for the end of 2002 to
satisfy the Closing Conditions under the Purchase Agreement.

Since that time, the Debtors have been diligently working to
satisfy the outstanding Closing Conditions to consummate the
Plan.  Consequently, the Debtors are not seeking a further
extension of the Exclusive Periods to pressure creditors "to
accede to [the debtors'] reorganization demands."  Rather, the
Debtors have submitted a Plan that has been accepted by their
creditors and confirmed by the Court, and the Debtors are now in
the process of satisfying their obligations under the Purchase
Agreement in order to consummate the transactions contemplated
by the Plan and the Purchase Agreement.

Since filing the Third Exclusivity Motion, Mr. Walsh contends
that the Debtors have made notable progress towards satisfying
the Closing Conditions.  Pursuant to the Purchase Agreement, as
of December 31, 2002, the Debtors are required to have a cash
balance equal to or exceeding $194,000,000 and net working
capital equal to or exceeding $8,000,000.  Preliminary reports
indicate that the Debtors have satisfied both financial
covenants.  Currently, the Investors are auditing the Debtors'
performance.

The Purchase Agreement requires the Debtors to limit the costs
associated with emergence from Chapter 11.  To comply with this
exit cost requirements, Mr. Walsh states that the Debtors have
entered into several settlement agreements with parties to
executory contracts and unexpired leases, whereby the Debtors
have successfully negotiated reduced cure costs to be paid in
connection with assumption of these agreements pursuant to
Section 365 of the Bankruptcy Code.  In addition, the Debtors
have resolved numerous claims with respect to amounts owed to
network access providers, vendors, and certain taxing
authorities, as well as amounts in respect of pending
litigation. These efforts will decrease the Debtors' exit costs
and satisfy exit cost requirements under the Purchase Agreement.

The Purchase Agreement also requires the Debtors to obtain
certain regulatory approvals for the transactions contemplated.
Since the filing of the Third Exclusivity Motion, the Debtors
have worked to obtain these regulatory approvals from various
federal, state, and foreign regulatory authorities:

    A. expiration or early termination of the applicable waiting
       periods under the Hart Scott Rodino Antitrust
       Improvements Act of 1976;

    B. approval of the State public utility or service
       commission in 25 States for the proposed transfer of
       control of the holders of telecommunications licenses
       from Global Crossing to reorganized Global Crossing;

    C. approvals from the regulatory authorities of Singapore,
       the United Kingdom, and Brazil for the proposed transfer
       of control of the holders of telecommunications licenses
       from Global Crossing to reorganized Global Crossing;

    D. approval or clearance from the competition authorities in
       Canada, Mexico, Brazil, and the European Union under
       relevant competition laws and regulations; and

    E. approval from the Federal Communications Commission for
       the proposed transfer of control of the holders of
       telecommunications licenses from Global Crossing to
       reorganized Global Crossing.

In addition, the Debtors are also cooperating with the federal
Committee on Foreign Investment in the United States in
connection with its review, pursuant to the Exon-Florio
Amendment to the Defense Production Act of 1950, of the proposed
ownership interests of the Investors in the reorganized Global
Crossing.

On November 19, 2002, the Federal Trade Commission granted early
termination of the applicable waiting periods under the HSR Act.
Since that date, Mr. Walsh informs the Court that the Debtors
have also received the requisite approvals from all the public
utility or service commissions in the individual states
requiring these approvals, and all the approvals and clearances
in the foreign jurisdictions in which they operate.  The
Debtors' applications to the Federal Communications Commission
are pending and the Debtors anticipate receiving the requisite
approvals in the near future.  The Debtors are working
diligently with their advisors to obtain CFIUS approval of the
Purchase Agreement.  The CFIUS review process is ongoing and
will extend beyond the current March 31, 2003 deadline of the
Exclusive Filing Period.

In the event that any of the regulatory bodies do not approve
the Purchase Agreement and the financial tests are not met
requiring the Debtors to abandon the Plan, the Debtors seek an
opportunity to propose and solicit a new plan of reorganization
without competing plans.  Without an extension of exclusivity,
Mr. Walsh is concerned that the Debtors would be left to not
only operate their business, but to do so while hurriedly
working to formulate and negotiate a new or revised plan, assess
competing plans that are filed, and contend with the
destabilizing effect that these events would have on their
business, employees, vendors, and customers.

Mr. Walsh asserts that the loss of exclusivity would have a
deleterious effect on the Debtors, their estates, their
creditors, and all parties-in-interest.  It would be nearly
impossible for the Debtors to dedicate sufficient resources to
formulating a new plan if the Debtors were required to focus on
analyzing and responding to competing plans submitted by other
parties.  Moreover, the Exclusivity Periods have permitted the
Debtors to negotiate and reach reasonable agreement with the
Creditors' Committee and the Debtors' prepetition lenders
without the pressure of entertaining competing plans of
reorganization. If the Debtors cannot preserve the exclusive
right to present and file a plan of reorganization and solicit
acceptances, the Debtors will lose the benefit derived from the
yearlong negotiations that have permitted the parties-in-
interest to forge reasonable terms of reorganization.

The Court extends the Exclusive Filing Period until the
conclusion of the April 21, 2003 hearing on the Debtors'
request. (Global Crossing Bankruptcy News, Issue No. 37;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


GLOBALSTAR: Reports Fourth Quarter and Full Year 2002 Results
-------------------------------------------------------------
Globalstar, the world's most widely-used satellite phone
service, released its results for the fourth quarter and full
year ending December 31, 2002. During the fourth quarter, the
company recorded a small decline in usage, consistent with
seasonal declines seen in prior year-end periods. Nevertheless,
new products and services continued to be introduced during the
quarter, and subscriber levels increased by some 36 percent in
2002 over 2001.

Globalstar L.P.'s total revenue for the fourth quarter of 2002
was $9.1 million, an increase of 23% over the third quarter.
Total revenue for the full year was $24.6 million, an increase
of 284% over 2001, due primarily to the acquisition of interests
in sales and technical operations in the U.S., Canada and the
Caribbean.

In 2002, Globalstar recorded a 43% increase of minutes of use
(MOUs) to 34.2 million from 23.9 million in 2001. The company
recorded a total of 9.6 million MOUs in the fourth quarter,
representing a 5% decrease in traffic from the third quarter,
but a 37% increase over the same quarter in 2001.

"Despite the considerable time, resources, and effort we have
had to devote to our restructuring in 2002, Globalstar was still
able to expand its business over the previous year, steadily
growing revenue and reducing its expenses," said Olof Lundberg,
chairman and CEO of Globalstar. "Once our restructuring is
complete -- currently projected to take place by mid-year -- we
should be well positioned to resume expansion of our business at
a much higher rate, devoting our full resources toward sales
growth as well as adding new products and services.

"We have now received bid proposals from several potential
investors under our court-approved auction procedures, and we
are in the process of reviewing them to select the best
restructuring proposal for our business," Mr. Lundberg added.
"We hope to have a final bidder selected and confirmed by the
Court in the weeks ahead."

                       Financial Results

A full discussion of Globalstar's financial performance for the
fourth quarter and full year can be found in the company's
Annual Report on Form 10- K, to be filed shortly with the U.S.
Securities and Exchange Commission. In addition to the figures
cited above, further highlights include the following:

-- Net loss applicable to ordinary partnership interests was
   $36.4 million in the fourth quarter of 2002, compared with a
   net loss of $14.6 million in the third quarter. This
   increased loss was largely due to a non-cash charge of $18.4
   million related to launch vehicle terminations in October
   2002. The launch vehicle termination liability will not be
   paid in cash, but will be settled as an unsecured claim in
   Globalstar's bankruptcy case. For the full year, the company
   posted a loss of $153 million, compared to a loss of $602
   million for 2001.

-- The current quarter's loss is equivalent to $0.55 per
   partnership interest, which converts to a loss of $0.20 per
   share of Globalstar Telecommunications Limited (GTL). For the
   full year, the loss is equivalent to $2.32 per partnership
   interest, for a loss of $0.66 per share of GTL.

-- In 2002, Globalstar continued to reduce operating costs while
   managing its expanding business. Despite the increased
   operational responsibilities stemming from the acquisition of
   Globalstar USA and a partial interest in Globalstar Canada,
   the company was able nevertheless to reduce expenses
   throughout the year, with net operating expenses for the year
   of $128 million, a reduction of 38% compared to 2001.
   Globalstar ended the year with $15.3 million cash on hand. In
   February 2003, the company received approval for $10 million
   in debtor-in-possession financing, subject to certain loan
   conditions.

                      Company Operations

In the fourth quarter, Globalstar announced the availability in
the U.S. and Canada of several new products and accessories
aimed largely at users who live, work or travel in extreme
environmental conditions on both land and sea. These include
new, weather-proof antenna units, vehicle units, and special
data adapters.

In November 2002, Globalstar also participated in a secure
mobile networking demonstration conducted by NASA Glenn Research
Center and the U.S. Coast Guard. In the demonstration, a
Globalstar's MCM-8 Multi-Channel Modem was used to provide a
secure wireless link to a mobile IP router aboard the Coast
Guard ship Neah Bay from the middle of Lake Erie, well beyond
the range of terrestrial radio networks.

During the quarter, Globalstar continued to work with its
service providers to establish roaming agreements between
gateways, with the ultimate goal of providing truly universal
roaming for all of its customers. As of mid-March 2003, all but
a few gateways allow roaming for virtually all Globalstar
customers, and the company is working toward agreements to
provide full network-wide roaming in the future.

In late 2002, the company modified its method of estimating its
subscriber base in order to eliminate roamers from cellular
networks from being counted as regular Globalstar customers. As
a result, as of December 31, 2002, the company had approximately
77,000 subscribers worldwide, slightly fewer than earlier
reports. However, if earlier published subscriber levels are
recalculated under the new tracking method, the year-end 2002
subscriber count represents an approximately 36% increase over
year-end 2001.

Globalstar is a provider of global mobile satellite
telecommunications services, offering both voice and data
services from virtually anywhere in over 100 countries around
the world. For more information, visit Globalstar's Web site at
http://www.globalstar.com


HAWAIIAN AIRLINES: Boeing Capital Asks for Bankruptcy Trustee
-------------------------------------------------------------
Boeing Capital Corporation filed a motion requesting that a
bankruptcy trustee be appointed to replace Hawaiian Airlines'
current management in overseeing Hawaiian's Chapter 11
bankruptcy proceedings.

The motion contends that after receiving more than $30 million
in federal aviation stabilization funds in the aftermath of the
September 11 attacks, Hawaiian's management paid out more than
$25 million via a tender offer in July 2002 as a "reward" to
shareholders. Members of Hawaiian's management and their
affiliates received more than 69 percent of the payout, which
occurred during a period of losses and a declining financial
condition at the airline. Simultaneously with the payout, the
airline was approaching Boeing Capital and other aircraft
lessors seeking $20 million in cost reductions.

This motion is unprecedented for Boeing Capital, but the company
believes that it is absolutely necessary, based on the past
actions of the airline's management. Boeing Capital feels that
the appointment of a trustee would ensure that the interests of
creditors are appropriately protected. If Hawaiian continues to
operate under current management and fails to recover the equity
taken from it last year, Boeing Capital is concerned that
Hawaiian will not be able to successfully reorganize.

Hawaiian Airlines and Boeing Capital have been discussing
possible cost reductions since May 2002. Boeing Capital most
recently offered Hawaiian $15 million in cash relief during 2003
and 2004, but airline management did not accept the offer. In an
attempt to help the airline, Boeing Capital had deferred some of
the aircraft rental payments due in January, February and March.
The deferred payments totaled $10.3 million at the time of
Hawaiian's bankruptcy filing.

Boeing Capital currently has 13 Boeing 717-200s and three Boeing
767-300ERs on lease to Hawaiian Airlines. An additional 767-
300ER is scheduled for delivery to Hawaiian in April. As of
March 31, the airline represented $546.3 million of Boeing
Capital's portfolio.


HOMEGOLD FINANCIAL: Files Chapter 11 Petition in South Carolina
---------------------------------------------------------------
HomeGold Financial, Inc. (OTC Bulletin Board: HGFN), and one of
its subsidiaries, HomeGold, Inc. announced that they have filed
for reorganization under Chapter 11 of the United States
Bankruptcy Code in the United States Bankruptcy Court for the
District of South Carolina.

The filings came as a result of the inability of HomeGold
Financial, Inc. to make repayments of its inter-company loan to
one of its subsidiaries, Carolina Investors, Inc. Investor
interest in maintaining investments in notes and debentures
issued by Carolina Investors, Inc. recently declined
significantly. Because of these factors, Carolina Investors,
Inc. was unable to meet its payment obligations to all of its
note and debenture holders and has not opened its offices for
business since Friday, March 21, 2003.

Forrest Ferrell, Chief Executive Officer, said, "After carefully
considering all options, we believe that Chapter 11 provides a
solid vehicle to recover the maximum return on company assets.
Our creditors and investors will benefit from this decision."
Ferrell continued, "Our goal is to complete the reorganization
as quickly as possible. We plan to have a successful
reorganization."


HOMEGOLD FIN'L: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Lead Debtor: HomeGold Financial, Inc.
             1021 Briargate Circle
             Columbia, South Carolina 29210
             Tel: 803-365-2220

Bankruptcy Case No.: 03-03865

Debtor affiliate filing separate chapter 11 petition:

      Entity                                     Case No.
      ------                                     --------
HomeGold, Inc.                             03-03864

Type of Business: The Debtor originates and sells residential
                  mortgages to home buyers with credit
                  problems.

Chapter 11 Petition Date: March 31, 2003

Court: District of South Carolina (Columbia)

Judge: John E. Waites

Debtors' Counsel: William E. Calloway, Esq.
                  Robinson, Barton, McCarthy, Calloway &
                   Johnson, P.A.
                  PO Box 12287
                  Columbia, SC 29211
                  Tel: (803) 256-6400

                        Estimated Assets:    Estimated Debts:
                        -----------------    ----------------
HomeGold Financial      More than $100MM     More than $100MM
HomeGold, Inc           $50MM to $100MM      $10MM to $50MM

Debtor's 20 Largest Unsecured Creditors:

Entity                                            Claim Amount
------                                            ------------
Carolina Investors Inc                            $275,060,244
PO Box 998
208 Garvin Street
Pickens SC 29671

Deutsche Bank Trust Company Americas                $6,225,000
P O Box 7019
Anaheim CA 92850-7019

3 Emmco LLC                                           $900,000
113 Reed Avenue
Lexington SC 29071

Hunton & Williams                                     $171,824
Attorneys At Law

Blue Cross Blue Shield Of SC                          $149,365

First American Credco                                  $97,919

Greenville Co Tax Collector                            $67,921

Wyche Burgess Freeman & Parham                         $62,857

DD Greenville LLC                                      $58,530

County Of Lexington                                    $49,447

American Express Company                               $41,539

Proctor Financial Insurance Corp                       $36,806

Webtrend Direct                                        $31,643

Broad River Mall Associates                            $27,882

Maccorkle, Lavender, Casey, & Sweeney, PLLC            $25,000

Unisys Corporation                                     $24,546

Pennington & Lott LLP                                  $24,000

Ogletree Deakins                                       $20,593

Babst Calland Clements & Zomnir                        $19,243

Espire Communications Inc                              $18,464


HORIZON GROUP: 2002 Shareholders' Equity Deficit Stands at $8.7M
----------------------------------------------------------------
Horizon Group Properties, Inc. (HGP) (Nasdaq: HGPI), an owner,
operator and developer of factory outlet and power centers,
announced that the fourth quarter of 2002 resulted in a net loss
of $16.4 million, or $5.70 per share. The loss includes a
provision for impairment of $17.0 million related to four
properties subject to non-recourse indebtedness on which HGP is
currently in default.

This compares to a loss of $1.0 million or $.36 per share for
the same quarter a year earlier. The twelve months ended
December 31, 2002 produced a net loss of $21.7 million or $7.55
per share compared to a loss of $19.4 million or $6.76 per share
for the same period a year earlier. The prior year loss included
a provision for impairment of $18.0 million.

Funds From Operations (FFO) for the three months ended December
31, 2002 were a loss of $948,000 or $.28 per share compared to
income of $280,000 or $.08 per share in the same period in the
prior year. Excluding the results of the six properties subject
to the non-recourse loans which are in default, FFO for the
fourth quarter of 2002 were $383,000 or $.11 per share compared
to $1,344,000 or $.40 per share for the same period in the prior
year. The results for the fourth quarter of 2001 included gains
from sales of real estate of $600,000 or $.18 per share. There
were no similar gains in the fourth quarter of 2002.

As of December 31, 2002, the company recorded a shareholders'
equity deficit of about $8,691,000.


                   Fourth Quarter Statistics

Leasing

-- Portfolio occupancy increased slightly, to 76.1% from 76.0%
at the end of the fourth quarter of 2001. It decreased slightly
from 76.9% at the end of the third quarter of 2002.

Centers showing increases in occupancy included Laughlin, Nevada
at 92.2% at the end of 2002 up from 83.9% a year earlier,
Warrenton, Missouri at 94.9% at the end of 2002 up from 86.4% a
year earlier and Medford, Minnesota at 91.5% at the end of 2002
compared to 84.2% a year earlier, Traverse City, Michigan at
89.8% at the end of 2002 compared to 82.1% a year earlier.

-- Renewed 216,878 square feet of leases or 80% on or before
their expiration (including tenants remaining in occupancy past
expiration).

-- Executed 65,264 square feet of new leases including a 15,214
square foot expansion of Hobby Lobby at Lakeshore Marketplace
and 7,500 square feet for Casual Corner in Laughlin. Nike
executed a lease for 13,000 square feet as the anchor tenant for
Phase II of Tulare, California.

-- New tenants taking occupancy commencing in the fourth quarter
of 2002 included Wilson's Leather, taking 4,500 square feet at
Warrenton, Fields Fabrics occupying 9,200 square feet in
Holland, Michigan and Jewelry Factory, opening a 5,000 square
foot store in Laughlin.

Sales

-- Same space sales decreased 2.2% for the entire portfolio for
the twelve months ended December 31, 2002 compared to the same
period a year earlier. Centers showing significant gains over
the prior twelve month period include Tulare, California up
11.1%, Gretna, Nebraska, up 4.6% and Traverse City, Michigan, up
3.7%.

-- Same store sales for December decreased by 4.7% for HGP's
outlet portfolio, compared to the 2.8% decline in outlet center
sales reported by the International Council of Shopping Centers.
For the twelve months ended December 31, 2001,

-- Same store sales decreased 4.6% compared to the 2.9% decline
in outlet center sales reported by the International Council of
Shopping Centers.

Commenting on the Company's fourth quarter and year-end results,
HGP's Chairman, President and Chief Executive Officer, Gary J.
Skoien, said, "We are thrilled to have Nike as the anchor for
the expansion of our center in Tulare. Despite weak results for
the industry, Tulare continues to thrive. This expansion should
further propel its performance." Mr. Skoien added, "We are
continuing our discussions on restructuring the debt on the six
properties that is currently in default and are cautiously
optimistic that we will reach agreement on a mutually beneficial
solution with the special servicer on these loans."

Based in Chicago, Illinois, Horizon Group Properties, Inc. has
11 factory outlet centers and one power center in 9 states
totaling more than 2.5 million square feet.
Financial Tables To Follow


HORIZON PCS: May File for Bankruptcy if Debt Restructuring Fails
----------------------------------------------------------------
Horizon PCS, Inc., a PCS affiliate of Sprint (NYSE:PCS),
announced financial results for the fourth quarter and year
ended December 31, 2002. Highlights included:

-- Horizon PCS added 29,000 net new subscribers in the fourth
   quarter 2002, bringing the subscriber base to 270,900 at the
   end of the fourth quarter 2002.

-- As of December 31, 2002, 74% of our subscriber base was prime
   credit class and the remaining 26% was sub-prime credit
   class. Of the sub-prime base, 35% provided a deposit. Of the
   total gross adds in the fourth quarter 2002, 69% were prime
   credit class subscribers.

-- As of December 31, 2002, the Company had launched service
   covering 7.4 million residents or approximately 73% of the
   total population in its territory. The Company had 1,338 cell
   sites (which includes 510 sites in the NTELOS network).

-- Average monthly revenue per subscriber (ARPU), including
   roaming, was $76 for the fourth quarter 2002 and $75 for all
   of 2002. ARPU, including roaming, was $76 for the third
   quarter 2002. ARPU, excluding roaming, was $54 for the fourth
   quarter 2002 and $55 for the year 2002. ARPU, excluding
   roaming, was $55 for the third quarter 2002.

-- Churn, excluding 30-day returns, was approximately 3.5% for
   the fourth quarter 2002 and 3.5% for the year 2002. Churn,
   excluding 30-day returns, was approximately 3.9% for the
   third quarter 2002.

-- Cost per gross add (CPGA) was $316 for the fourth quarter
   2002 and $342 for the year 2002.

-- Cash cost per user (CCPU) was $75, including roaming, and
   $59, excluding roaming, for the fourth quarter 2002. CCPU was
   $76, including roaming, and $60, excluding roaming, for the
   third quarter 2002.

-- As of December 31, 2002, Horizon marketed Sprint PCS service
   through 44 Company stores and approximately 523 national
   outlets, regional retailers and local agents.

-- Total operating revenues were $60.0 million for the fourth
   quarter 2002, a 7% increase over third quarter 2002 total
   operating revenues of $56.1 million. Total operating revenues
   were $216.0 million for the year 2002, a 75% increase over
   the year 2001.

-- For the fourth quarter and year ended December 31, 2002,
   roaming revenue from the Company's portion of the Sprint PCS
   network was $16.9 million and $55.8 million, respectively.
   Roaming expense for the fourth quarter and year ended
   December 31, 2002, was $11.8 million and $43.5 million,
   respectively.

-- Bad debt as a percentage of subscriber revenue was 9% for the
   fourth quarter 2002 and 11% for the third quarter 2002.

-- During the fourth quarter of 2002, Horizon PCS had 154
   million inbound roaming revenue minutes and 105 million
   outbound roaming minutes for a ratio of 1.47 to 1.

-- The average minutes of use was 551 per billed subscriber for
   the fourth quarter 2002 and 529 per billed subscriber for the
   third quarter 2002.

Commenting on the results, William A. McKell, Chairman,
President and CEO, said, "Results for the fourth quarter of 2002
reflect progress despite a number of challenges facing the
wireless industry. The increase in net new subscribers for the
fourth quarter was the largest of any quarter in 2002. We also
continued to focus on the overall credit quality of our
subscriber base, ending the year with 74% of our subscribers
classified as prime. Our goal for 2003 is to identify ways to
improve our operating cash flow, while growing a quality
subscriber base."

Earnings before interest, taxes, depreciation and amortization,
and other non-cash compensation charges (EBITDA) was negative
$17.8 million for the fourth quarter 2002 compared with negative
$15.7 million for the third quarter 2002. EBITDA was negative
$64.5 million for the year 2002.

At the end of the fourth quarter, Horizon had cash and cash
equivalents of approximately $86.1 million, which excludes $24.1
million in restricted cash. The Company also had $95.0 million
committed under its bank credit facility. Capital expenditures
were $5.5 million for the fourth quarter 2002 and $63.1 million
for the year 2002.

As of December 31, 2002, the Company was in compliance with its
covenants with regard to its outstanding debt. However, we
believe that it is probable that the Company will violate one or
more covenants under its secured credit facility in 2003. The
failure to comply with a covenant would be an event of default
under our secured credit facility, and would give the lenders
the right to pursue remedies. These remedies could include
acceleration of amounts due under the facility. If the lenders
elected to accelerate the indebtedness under the facility, this
would also represent a default under the indentures for our
senior notes and discount notes, and would give Sprint certain
remedies under our agreements with Sprint. The Company does not
have sufficient liquidity to repay all of the indebtedness under
these obligations. Horizon PCS's independent auditors' report
dated March 4, 2003 states that these matters raise substantial
doubt about the Company's ability to continue as a going
concern.

In addition, without the additional borrowing capacity under the
senior credit facility, significant modifications in the amounts
charged by Sprint under the management agreements, significant
modifications in the amounts charged by NTELOS under the NTELOS
Network Service Agreement, and/or restructuring of its capital
structure the Company likely does not have sufficient liquidity
to fund its operations so that it can pursue its desired
business plan and achieve positive cash flow from operations.

The Company has engaged Berenson & Company, an investment
banking firm, to assist in its efforts to renegotiate or
restructure its equity, debt and other contractual obligations.
In addition, within the next six months, it is also taking steps
to attempt to renegotiate the debt covenants under our senior
secured facility, obtain waivers and/or a forbearance agreement
with respect to defaults under the senior credit facility, enter
into negotiations with the lenders under our senior credit
facility to obtain the right to borrow under the $95 million
line of credit and to modify the repayment terms of this
facility, enter into negotiations with Sprint and NTELOS to
adjust the amounts charged to the Company under the related
agreements to improve the Company's cash flow and operations,
and pursue other means to reduce operating expenses and improve
cash flows. Further, if the lenders under our senior credit
facility were to accelerate our debt, we would attempt to
negotiate a waiver or forbearance agreement with representatives
of the holders of our senior notes and discount notes. The
Company can give no assurance that it will be successful in
these negotiations.

If the Company is unable to restructure its current debt and
other contractual obligations as discussed above, it would need
to:

-- obtain financing to satisfy or refinance its current
   obligations;

-- find a purchaser or strategic partner for the Company's
   business or otherwise dispose of its assets; and/or

-- seek bankruptcy protection.

                    About Horizon PCS

Horizon PCS is one of the largest PCS affiliates of Sprint,
based on its exclusive right to market Sprint wireless mobility
communications network products and services to a total
population of over 10.2 million in portions of 12 contiguous
states. Its markets are located between Sprint's Chicago, New
York and Raleigh/Durham markets and connect or are adjacent to
15 major Sprint markets that have a total population of over 59
million. As a PCS affiliate of Sprint, Horizon markets wireless
mobile communications network products and services under the
Sprint and Sprint PCS brand names. For more information, visit
http://www.horizonpcs.com/.

                     About Sprint

Sprint operates the largest, 100-percent digital, nationwide PCS
wireless network in the United States, already serving more than
4,000 cities and communities across the country. Sprint has
licensed PCS coverage of more than 280 million people in all 50
states, Puerto Rico and the U.S. Virgin Islands. In August 2002,
Sprint became the first wireless carrier in the country to
launch next generation services nationwide delivering faster
speeds and advanced applications on Vision-enabled Phones and
devices. For more information on products and services, visit
http://www.sprint.com/mr

PCS is a wholly-owned tracking stock of Sprint Corporation
trading on the NYSE under the symbol "PCS." Sprint is a global
communications company with approximately 72,000 employees
worldwide and nearly $27 billion in annual revenues and is
widely recognized for developing, engineering and deploying
state-of-the art network technologies.


INTEREP: Liquidity & Earning Concerns Prompt Negative Outlook
-------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on radio
ad sales representation firm Interep National Radio Sales Inc.
to negative from positive based on renewed liquidity and
earnings concerns.

At the same time, Standard & Poor's affirmed its 'CCC+'
corporate credit rating on the company. New York, New York-based
Interep has $109 million in debt.

"Standard & Poor's had previously expected that positive revenue
and earnings trends related to growing national radio
advertising demand would enable Interep to steadily improve its
cash flow and liquidity in 2003," said Standard & Poor's credit
analyst Steve Wilkinson. He added, "However, national radio
advertising may suffer due to advertiser concerns about the war
in Iraq, geopolitical tensions, and ongoing economic weakness
and uncertainty. This may prevent Interep from reaching at least
breakeven discretionary cash flow as previously expected. In
addition, the company announced that its Employee Stock Option
Plan will begin purchasing Interep shares on the open market,
rather than buying new shares from the company, if the stock
price remains below $3. This could reduce Interep's cash flow by
up to $500,000 per quarter and reduce its already limited
liquidity."

Operating EBITDA, which excludes contract termination revenue,
restructuring expenses, option repricing costs, and certain
legal costs, increased to $16.0 million in 2002 from $8.8
million in 2001. This improvement was due to an 8% increase in
commission revenue and cost reduction measures. Nonetheless,
operating EBITDA remains well below the $23.4 million achieved
in 2000. Interep's ability to achieve its 2003 guidance of
operating EBITDA of $17 million - $20 million and free cash flow
of nearly breakeven is uncertain given its assumption of a
relatively short war and a quick rebound in national radio
advertising demand.


INTERNATIONAL STEEL: S&P Assigns BB Corporate Credit Rating
-----------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' corporate
credit rating to integrated steel manufacturer International
Steel Group Inc. The outlook is positive.

Standard & Poor's said that at the same time, it assigned its
'BB+' senior secured bank loan rating to the company's $1
billion senior secured bank credit facility. Borrowing under the
new credit facility will be used to acquire the steel
manufacturing assets of bankrupt Bethlehem Steel Corp. for $1.5
billion including assumed liabilities. Pro forma for the
transaction, International Steel's debt will total approximately
$860 million.

"The bank loan is rated one notch higher than the corporate
credit rating, reflecting the strong prospects for full recovery
in a default or stress scenario for the bank facility," said
Standard & Poor's credit analyst Paul Vastola. "In its default
scenario, Standard & Poor's assumed that the company realized
inefficiencies in integrating its operations while also meeting
with a significant and prolonged deterioration in steel market
conditions." The rating on the bank credit facility is based on
preliminary terms and conditions and subject to a full review
upon receipt of final documentation.

Standard & Poor's said that its ratings on the Cleveland, Ohio-
based company reflect the low cost position of this newly
combined integrated steel producer resulting from its low
acquisition costs, omission of burdensome legacy expenses
(retiree healthcare and pension benefits) and reduced employee
staffing, offset by the meaningful challenges the company
faces in transitioning and integrating these operations with a
reduced workforce. The company will also face challenges in re-
establishing its contractual relationships with key customers
and improving its product mix, as well as difficult steel
industry conditions.


IT GROUP: Wants AlixPartners' Retention Scope Streamlined
---------------------------------------------------------
The IT Group, Inc., and its debtor-affiliates do not object to
the Creditors Committee's retention of AlixPartners on a limited
basis to complete an initial assessment relating to outstanding
claims against them and the value of preferential recoveries.
However, Gregg M. Galardi, Esq., at Skadden, Arps, Slate,
Meagher & Flom LLP, in Wilmington, Delaware, argues that:

    (a) the scope of the AlixPartners' retention should be
        limited to the completion of the initial assessment; and

    (b) additional disclosure must be provided regarding
        AlixPartners' efforts to avoid duplicating the claims
        and preference analyses already performed by the
        Debtors' representatives, professionals, and Committee's
        counsel.

The Debtors also ask the Court to compel the Committee to
explain the means AlixPartners will undertake to avoid any
duplication of effort so as to minimize professional fees in
these cases.

                       Citicorp Objects

Citicorp USA, Inc. asks the Court to deny the Committee's
Application.  According to Richard Cobb, Esq., at Klett Rooney
Lieber & Schorling, in Wilmington, Delaware, the assets of the
Debtors' estates are limited and there's no justification for
the proposed retention and the costs related to it.

Mr. Cobb points out that the Debtors' Chief Financial Officer,
Harry Soose, is still employed and, together with professionals
already retained by the Debtors, is more than capable of doing
the necessary preference analysis.  Besides, Mr. Cobb adds, the
analysis is not that complicated to warrant the retention of yet
another set of professionals at the estate's expense.

If, however, the Court decides to approve the proposed
retention, Citicorp wants a cap on the fees to be charged by
AlixPartners. Citicorp also wants access to, and to receive
copies of, all reports and other materials that AlixPartners
prepared and furnished to the Committee or its representatives.
(IT Group Bankruptcy News, Issue No. 26; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


KAISER ALUMINUM: FY 2002 Net Loss Increases to $468.7 Million
-------------------------------------------------------------
Kaiser Aluminum reported a net loss of $270.8 million, or $3.37
per share, for the fourth quarter of 2002, compared to a net
loss of $583.3 million, or $7.23 per share, for the year-ago
quarter.

For the full year 2002, Kaiser's net loss was $468.7 million, or
$5.82 per share, compared to a net loss of $459.4 million, or
$5.73 per share, for 2001.

The fourth quarter and full year 2002 results reflected non-cash
pre-tax charges totaling more than $200 million in connection
with the indefinite curtailment of the Mead, Washington,
smelter. The Mead-related charges included $138.5 million to
write down the fixed assets to their estimated fair value; $58.8
million for pension, postretirement benefit, and related
obligations for hourly employees who had been on layoff status
and under the terms of their labor contract became eligible for
early retirement benefits because of the indefinite curtailment;
and a write-down of certain aluminum and alumina inventories to
their net realizable value.

Net sales in the fourth quarter and full year of 2002 were
$364.7 million and $1,469.6 million, compared to $375.3 million
and $1,732.7 million for the same periods of 2001.

Kaiser President and Chief Executive Officer Jack A. Hockema
said, "Excluding nonrecurring items, Kaiser's operating loss in
the fourth quarter of 2002 was comparable to that of the prior
year. Favorable factors included significantly improved cost
performance in all aspects of the company's business and higher
third-party shipments of alumina due to reduced internal demand
for that material. These factors were offset by lower realized
prices for alumina, reduced shipments of primary aluminum due to
the curtailment of one potline at the 90%-owned Valco smelter in
March 2002, continued weakness in aerospace demand, higher
energy costs, and higher pension expenses."

Hockema said these same factors, aggravated by price weakness
for virtually all of the company's products, largely accounted
for the company's full-year 2002 operating results.

"Clearly, we are dissatisfied with the poor market conditions
that have hampered the company's recent performance.
Nonetheless, we are pleased that we have been able to maintain
strong liquidity -- approximately $205 million at February 28,
2003 -- and to make steady progress toward our aggressive cost
performance goals. In particular, our internal measurement
system shows that we achieved approximately $88 million of cost
performance improvements in 2002 as compared to 2001, with
incremental benefits expected in 2003," said Hockema.

"We recently have seen indications of improvement in some market
conditions, particularly higher primary aluminum prices and a
noticeable firming in order rates for flat-rolled products," he
said. "We are hopeful that these conditions will help mitigate
the unfavorable impact of continued high energy prices, the
previously announced curtailment of two additional potlines at
Valco in January of 2003, and signs of slowing automotive
demand."

"Regardless of market conditions, however, we will continue to
focus on meeting the needs of our customers, improving our
operating and financial performance, and steadily advancing
toward emergence from Chapter 11," said Hockema.

Kaiser Aluminum Corporation (OTCBB:KLUCQ) is a leading producer
of alumina, primary aluminum, and fabricated aluminum products.


KENNY INDUSTRIAL: Asks to Stretch Lease Decision Time to May 18
---------------------------------------------------------------
Kenny Industrial Services, LLC and its debtor-affiliates ask for
an extension of time within which they must decide on their
unexpired leases.  The Debtors ask the U.S. Bankruptcy Court for
the Northern District of Illinois to give them until May 18,
2003 to determine whether to assume, assume and assign, or
reject their unexpired nonresidential real property leases.

The Debtors report they've been busy during the first days of
these chapter 11 proceedings:

     a) completing their schedules and statements of financial
        affairs;

     b) compiling their initial reports to the U.S. Trustee and
        preparing their initial monthly operating reports;

     c) preparing for, and negotiating the terms of, the Auction
        Sale;

     d) negotiating and consuming postpetition financing
        arrangements with two lenders;

     e) retaining the various professionals that are assisting
        the Debtors with these Chapter 11 Cases; and

     f) stabilizing their cash management operations.

The Debtors assure the Court that they intend to fulfill all
postpetition rent obligations on the Unexpired Leases until they
are either rejected or assumed.  As a result, the lease decision
extension will not prejudice the landlords.

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.


KMART: 660 More Job Cuts are Part of Restructuring Initiative
-------------------------------------------------------------
Kmart Corporation (Pink Sheets: KMRTQ) announced the
implementation of an anticipated strategic restructuring of its
corporate and headquarters operations initiative, aimed at
aligning these functions with the Company's go-forward store
base and preparing the organization for emergence from Chapter
11 reorganization next month.

"The realignment and restructuring of our corporate headcount
and operations to more closely support our stores is absolutely
critical to Kmart's future success after it completes its
Chapter 11 reorganization," said Julian C. Day, President and
Chief Executive Officer of Kmart. "We continue to take the
necessary actions to create a financially healthy, cost-
effective organization that is positioned to compete in the
discount sector. We are similarly committed to continuing to
regain the confidence of Kmart's many stakeholders and are
appreciative of the strong support of our reorganization plan
and timetable by our employees, statutory creditors committees,
emergence lenders and plan investors."

Day said this cost-reduction initiative realigns the
organization to better reflect the Company's ongoing business
needs following the completion of its Chapter 11 store closure
program and also reflects the "new" Kmart's disciplined, low-
risk approach to managing its business.

As part of the initiative, the Company will eliminate
approximately 400 positions at Kmart's corporate headquarters
and 123 positions located nationally that provide corporate
support. The Company also will eliminate 137 positions that are
currently open. The Company expects to notify most of the
individuals affected by the end of today. Kmart stores and
distribution centers are not impacted by this initiative.

Day continued, "The decisions resulting in the announcement were
very difficult. As we prepare to exit Chapter 11 in April, we
are extremely appreciative of the contributions our associates
have made while the Company has undergone this major
restructuring. Throughout the process, we have been, and
continue to be, committed to treating our associates with
dignity and respect."

Associates affected are eligible for severance considerations
that include health care subsidies and outplacement services
that will assist them with career transition.

Upon completion of this initiative, Kmart expects to achieve a
savings of $90 million for the 2003 fiscal year and $150 million
annually.

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


LEHMAN BROS: S&P Takes Rating Actions on Series 2000-LLF Notes
--------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on seven
classes of Lehman Brothers Floating Rate Commercial Mortgage
Trust 2000-LLF C7's multiclass pass-through certificates.
Concurrently, ratings are lowered on 10 classes
and affirmed on five classes.

The raised and affirmed ratings reflect the paydown of the
pool's certificate balance. The lowered ratings are the result
of operating performance declines in four loans.

At issuance, the principal balance of the pool was $1.47 billion
compared to the current balance of $761 million (or a reduction
of 48%). There are currently 11 one-month LIBOR-based adjustable
loans outstanding from the original 21 at issuance. The current
debt service coverage (DSC) for the remaining loans is 3.52x,
compared to 1.68x at issuance. At issuance, the DSC for all of
the loans was 1.72x. The property concentrations include retail
(25% of total principal balance), office (50%), and lodging
(21%). At issuance, the property type breakdown was retail
(41%), office (31%), and lodging (23%). California and New York
have the largest state concentration at 30% and 16%,
respectively, of total principal balance.

Of the 11 loans, seven are whole loans, and four loans have been
split into senior and junior interests. The loans with A/B
structures include the MGM Plaza, 60 Broad St., and Francisco
Bay Office Park. The B pieces are held outside the trust. The
Boykin loan has an A/B/C note structure with the C note outside
the trust and the B note raked.

The lowered ratings are attributable to the following four
loans: MGM Plaza, Boykin Portfolio, Hampshire Hotels, and
Francisco Bay Office.

The MGM Plaza loan (whole loan balance of $260 million, $186.6
million in the trust, 29% of total pool principal balance), is
secured by a 1.1 million square foot (sq. ft.) office building
in Santa Monica, California. MGM, the major tenant, is vacating
270,000 sq. ft. of the 358,000 sq. ft. of space that it now
occupies when its lease expires on May 1, 2003. Tenant
improvement reserves that will be available to lease the vacant
space will grow to $24.3 million at the expiration of MGM's
lease. Occupancy at Dec. 31, 2002 was 74%. The Santa Monica
office market has a vacancy rate of 15.8% according to REIS Inc.
The Dec. 31, 2002 net cash flow, as provided by Midland Loan
Services Inc. (the servicer), is $19.4 million as compared
to $27.0 million at issuance. The loan, which was extended once,
has a current maturity date of June 2003. There are two 12-month
extensions available.

The Hampshire Hotels loan (whole loan and trust balance of $65
million, 7.3% of total pool principal balance) consists of three
New York City hotels. The New York City lodging market has been
impacted by the decline in corporate travel and a decrease in
international tourism. The occupancy and REVPAR at issuance was
85% and $145.57, respectively. At Dec. 31, 2002, occupancy and
REVPAR was 80% and $100.04, respectively. Net cash flow during
this period declined to $6.9 million from $11.6 million. The
loan has a current maturity of July 1, 2003. There are no
extensions available. A third party has expressed an interest to
refinance the loan at maturity.

The Francisco Bay Office (whole loan balance of $64 million, $40
million in the trust, 6.1% of total pool principal balance)
property has an occupancy of 60%, a decline from 95% at
issuance. The servicer mentioned that based on the borrowers
recent budget, not much of the vacant space is expected to be
released in the near term. According to REIS, this submarket has
a vacancy rate of 15%. Net cash flow declined to $4.8 million
from $5.8 million at issuance. The loan has a current maturity
of April 30, 2003. There are two 12-month extensions available.

Standard & Poor's stressed the four loans to arrive at value
reductions based on stabilized cash flow amounts. The lowered
ratings reflect that analysis. Standard & Poor's will continue
to monitor the individual loans cash flows and pending
maturities.

                        RATINGS RAISED

      Lehman Brothers Floating Rate Commercial Mortgage Trust
                        2000-LLF C7
      Multiclass pass-through certificates series 2000-LLF C7


      Class      Rating            Credit Support (%)
              To         From      (pooled interests)
      B       AAA        AA+                     40.9
      C       AAA        AA                      36.2
      D       AAA        AA-                     33.3
      E       AA         A+                      27.5
      F       A+         A                       24.6
      G       A          A-                      21.7
      H       A-         BBB+                    18.5

                        RATINGS LOWERED

      Lehman Brothers Floating Rate Commercial Mortgage Trust
                        2000-LLF C7
      Multiclass pass-through certificates series 2000-LLF C7

      Class      Rating            Credit Support (%)
              To         From      (pooled interests)
      M       BB         BB+                     2.41
      N       B+         BB                      1.93
      P       B          BB-                     1.45
      Q       CCC+       B+                      1.21
      S       CCC        B                       0.97
      T       CCC        B-                      0.77
      U       CCC-       CCC                     0.58
      J-BO    BB-        BBB+                    0.00
      K-BO    B+         BBB                     0.00
      L-BO    B          BBB-                    0.00

                        RATINGS AFFIRMED

      Lehman Brothers Floating Rate Commercial Mortgage Trust
                        2000-LLF C7
      Multiclass pass-through certificates series 2000-LLF C7

                         Credit Support (%)
      Class   Rating     (pooled interests)
      A       AAA                     46.30
      J       BBB+                    15.40
      K       BBB                     12.10
      L       BBB-                     5.79
      X2      AAA                      N/A


LUBY'S INC: Discloses New Two-Year Business Plan and Q2 Results
---------------------------------------------------------------
Luby's, Inc. (NYSE: LUB) announced the implementation of a two-
year business plan designed to return the Company to
profitability by focusing on the Company's Texas markets and
closing underperforming stores. After the implementation of the
two-year business plan, Luby's will have approximately 140
restaurants, mostly in Texas.

"We are confident that with this new business plan, Luby's will
be in a stronger position to focus on our core Texas markets and
continue to provide our customers with delicious, home-style
food, value pricing, and outstanding customer service," said
Chris Pappas, President and CEO. "Luby's has a great deal of
capital in its real estate; and by closing and selling
unprofitable stores, we can realize some of that capital."

A major component of the plan is the closure of approximately 50
restaurants. Approximately half of those restaurants are on
sites owned by the Company. Luby's intends to sell - in an
orderly process - those owned locations, as well as
approximately 20 other excess land sites and restaurant
locations closed prior to the adoption of the plan. Subject to
consultation and approval from the Company's bank group,
proceeds from the sale of properties initially will be used
primarily to pay down debt and partially to fund costs
associated with store closures.

The Company also has hired the team of Morgan Joseph & Co. and
ING Capital LLC as financial advisors to provide assistance
during the business plan development and implementation process,
including assistance in working with the current lending group.
Although the current lenders have reserved all rights and
remedies they may have under the January 31, 2003 default, they
have not announced any intention to take such actions.

The store closures will be conducted in two phases. The first
phase, involving 30 restaurants, has already begun and will be
completed by April 3, 2003. The second phase involves the
closure of approximately 20 stores, most of which are leased
units that will close as soon as commercially feasible after
negotiations with landlords or at the end of lease terms that
expire in the near future.

"My brother Harris and I joined the Company just two years ago
and have dedicated ourselves to improving food quality, customer
service, and the overall dining experience at Luby's. We are
excited about Luby's and invite everyone who has not visited
recently to come and try our improved offerings," continued
Pappas.

"In many of the markets where we are closing restaurants, there
are other Luby's locations nearby. We encourage our regular
customers to continue dining with us by visiting one of those
other locations," said Pappas. "Information regarding those
Luby's locations and directions can be found on the Company's
Web site at http://www.lubys.comor by calling 1-800-886-4600."

The Company also announced the financial results of operations
for the second quarter of fiscal 2003, which ended February 12,
2003. Sales declined approximately 3.3% from $91.3 million for
the second quarter of last year to $88.3 million for the second
quarter of fiscal 2003. Revenues for the current quarter were
lower primarily due to earlier store closures. Same-store sales
declined 0.6%, basically flat.

Related primarily to an increase in all-you-can-eat promotions
and buffet offerings aimed at improving our customers' value and
price perceptions, the Company experienced higher food costs as
a percent of sales this quarter compared to the same period last
year, 29.0% versus 24.7%, respectively. The total dollar
increase in food costs was entirely offset by reductions in
payroll and related costs that resulted from prior store
closures, the Company's successful labor cost-control program,
and lower workers' compensation expenses due to effective in-
house training and safety programs. The Company will continue to
focus on balancing its prime costs -- food and labor -- under
the new business plan.

Performance as measured through Income (Loss) Before Income
Taxes closely approximated the prior year at a loss of $3.4
million in the current year versus a loss of $3.3 million in the
prior year. The net savings in prime costs and the incremental
benefits associated with lower interest expense and higher net
gains from the sale of properties helped to offset the reduction
in total sales.

The Company reported a net loss of $3.4 million, or $0.15 per
share, compared to $2.2 million, or $0.09 per share, for the
second quarter of fiscal 2002. The primary difference related to
income taxes. An income tax benefit was not recorded this
quarter because all income tax carry-back benefits have been
exhausted and the Company is not capturing tax carry-forwards
because, as a policy, it does not project future earnings.

Sales for the first two quarters of fiscal 2003 were $176.5
million compared with $186.5 million for the same period last
year; revenues were lower in fiscal 2003 primarily due to store
closures. Excluding the effect of fewer stores, same-store sales
declined $5.5 million, or 3.1%, over this period.

For the first two quarters of fiscal 2003, food cost increased
as a percent of sales to 28.7% from 25.3% in the prior year.
This is very consistent with the quarter's food variance noted
above. Additionally, reductions in payroll and related costs
also occurred year-to-date for the same reasons as noted for the
quarter. Consequently, total prime costs as a percentage of
sales fell 1.0%, to 59.1% from 60.1%, for the first two quarters
of 2003 compared to the first two quarters of 2002.

The year-to-date results through Income (Loss) from Operations
for fiscal 2003 closely approximated the same period of 2002 at
a loss of $6.7 million versus a loss of $7.1 million in the
prior year. Lower interest expense, which primarily resulted
from lower debt levels and lower effective interest rates, as
well as higher net gains on the sale of properties,
significantly reduced the Company's loss before income taxes.
Although a lack of recorded income tax benefit in fiscal 2003
narrowed the variance between the Company's net loss for the
current year and last year, a notable improvement still
occurred. As a result, the Company reported a net loss of $6.5
million, or $0.29 per share, compared to a net loss of $7.5
million, or $0.33 per share, for the same period in fiscal 2002.

Luby's provides its customers with delicious, home-style food,
value pricing, and outstanding customer service. After the
restructuring, the Company will operate approximately 140
restaurants in Austin, Dallas, Houston, the Rio Grande Valley,
San Antonio, and other Texas and out-of-state locations. This
press release, the Company's most recent periodic filings, store
directions and locations, Company historical information,
procedures for ordering dining cards, and other information can
be found on the Company's Web site, http://www.lubys.com


MAGELLAN HEALTH: U.S. Trustee Appoints Unsecured Creditors Panel
----------------------------------------------------------------
Pursuant to Section 1102 of the Bankruptcy Code, the United
States Trustee appoints these seven creditors to serve on the
Official Committee of Unsecured Creditors of Magellan Health
Services:

    A. Bank One Trust Company, NA
       as Successor Indenture Trustee
       1111 Polaris Parkway, Suite 1K
       Columbus, Oho 43240
       Attn: Robert H. Major, Account Executive
       Tel. No. (614)248-6334

    B. HSBC Bank USA
       as Indenture Trustee
       Corporate Trust Services
       452 Fifth Avenue
       New York, New York 10018-2706
       Attn: Robert A. Conrad
       Tel. No. (212) 525-1314

    C. Oaktree Capital Management, LLC
       333 S. Grand Avenue, 28th Floor
       Los Angeles, California 90071
       Attn: Lisa Arakaki
       Tel. No. (213) 830-6426

    D. R2 Investments, LDC
       c/o Amalgamated Gadget, LP
       301 Commerce Street, Suite 2975
       Fort Worth, Texas, 76102
       Attn: Michael Diament and Scott McCarty
       Tel. No. (817) 332-9500

    E. Pequot Capital Management, Inc.
       11111 Santa Monica Boulevard, Suite 1210
       Los Angeles, California 90025
       Attn: Robert B. Webster
       Tel. No. (310) 689-5100

    F. Franklin Advisers, Inc.
       One Franklin Parkway
       San Mateo, California 94403
       Attn: Richard L. Kuersteiner, Associate General Counsel
       Tel. No. (650) 312-4525

    G. Universal Health Services, Inc.
       367 S. Gulph Road
       P.O. Box 61558
       King of Prussia, Pennsylvania 19406
       Attn: Larry Harrod
       Tel. No. (610) 758-3300 (Magellan Bankruptcy News, Issue
       No. 4: Bankruptcy Creditors' Service, Inc., 609/392-0900)


MANAGEMENT ACTION: Garners Aug. 4 Extension to File Ch. 11 Plan
---------------------------------------------------------------
Management Action Program, Inc. (MAP), Los Angeles' 10th largest
Management Consulting Firm, having filed for protection from
creditors under the provisions of Chapter 11 of the Bankruptcy
Code on February 5, 2003, has been granted an extension to
August 4, 2003 to file a Plan of Reorganization under applicable
provisions of the Bankruptcy Code.

Earlier, the United States Bankruptcy Court for the Central
District of California in Woodland Hills granted permission for
the use of cash collateral in connection with business
operations. A meeting of the creditors is now scheduled for
April 8, 2003 at the Woodland Hills Bankruptcy Division.

MAP has consulted with over 11,000 companies and over 100,000
executives since starting to offer services in Los Angeles early
in 1960. The company has been closing unprofitable company
offices in an effort to increase efficiency.


MASSEY ENERGY: Resolves SEC Review Issues
-----------------------------------------
Massey Energy Company (NYSE: MEE) announced that it had resolved
all issues raised during a routine review of its filings by the
Division of Corporate Finance of the Securities and Exchange
Commission (SEC) with no material cumulative impact on its
previously reported financial results. Massey has agreed to make
the revisions to its 2001 Form 10-K and subsequent quarterly
periods. The amended 2001 Form 10-K is being filed along with
the Company's 2002 Form 10-K.

"We cooperated fully with the SEC throughout the process and are
pleased to come to a resolution regarding their concerns," said
Don L. Blankenship, Massey CEO and Chairman. "We are also
gratified that the changes we agreed upon with the SEC have
ultimately had such a minimal impact on our financial position."
The Company reported that the cumulative negative impact of the
changes on its shareholders' equity at December 31, 2002 was
less than $700,000.

The Company reported that several SEC comments focused on the
correct periods for the recognition of certain revenue and
expense items, not on the validity of the items, which resulted
in no cumulative impact on the reported financial results.

In addition, based on discussions with the SEC, a correction has
been made in the methodology the Company had been using to
calculate black lung expense in relation to the underlying black
lung obligation. The Company has implemented this change by
amending its accounting policy from a level funding method to a
service cost method.

Consequently, the Company reported that the following are the
primary restatements resulting from its discussions with the
SEC:

-- The Company agreed to record, in the period ended October 31,
2001, a $6.9 million charge related to the settlement of claims
for Workers' Compensation premiums in January 2002 and a $2.5
million charge in connection with a verdict in a wrongful
employee discharge lawsuit in December 2001. The Company had
previously recognized these charges in the Company's two-month
"stub period" ended December 31, 2001.

-- The Company had incurred a charge of $6.9 million related to
its exposure to the Enron Corporation bankruptcy in the stub
period and subsequently reduced that reserve by $3 million in
the first quarter of 2002. In discussions with the SEC, the
Company agreed to net the decrease in bad debt reserve against
the charge recorded in the stub period.

-- The black lung accounting policy change was applied
retroactively to November 1, 1994, as required by Statement of
Financial Accounting Standards No. 112 "Employers Accounting for
Postemployment Benefits."

The Company's 2002 financial results previously reported in its
year-end press release, dated January 31, 2003, have also been
adjusted to reflect the above-mentioned changes affecting 2002.

Massey Energy Company is the fourth largest coal producer by
revenue in the United States.

As reported in Troubled Company Reporter's December 4, 2002
edition, Standard & Poor's lowered its long-term corporate
credit rating on coal mining company Massey Energy Co., to non-
investment-grade 'BB' from 'BBB-' based on concerns regarding
the Richmond, Virginia-based company's access to capital
markets. Standard & Poor's said that it has also withdrawn its
'A-3' short-term corporate credit and commercial paper ratings
on the company.

The company has $585 million in debt outstanding. The current
outlook is developing. A developing outlook indicates that the
ratings could be raised, lowered, or affirmed.

Standard & Poor's said that at the same time it has assigned its
'BB+' senior secured bank loan rating to Massey's $400 million
of secured revolving credit facilities.

Massey Energy Co.'s 6.950% bonds due 2007 (MEE07USR1) are
trading at 85 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=MEE07USR1for
real-time bond pricing.


MEDCOMSOFT INC: Completes Private Placement of 2.5 Mill. Shares
---------------------------------------------------------------
MedcomSoft Inc. (TSX - MSF) announced that it has closed private
placement equity financings consisting of the issue of 2,546,100
units for gross proceeds of approximately $509,000 in cash and
the issue of 412,000 common shares in settlement of certain
debts amounting to approximately $259,000. Each unit was issued
at $0.20 per unit and consisted of one common share and one-
quarter of one common share purchase warrant. Each whole warrant
is exercisable at $0.30 per warrant for a period of two years
from the closing date. All of the securities issued in
connection with these private placements have a four-month hold
period from the closing date.

"The funds obtained from the financing will be used to supply
adequate support to the growing U.S. sales and marketing
activities conducted through the newly expanded distribution
channel", said Dr. Sami Aita, Chairman and Chief Executive
Officer. "After a successful consolidation and stabilization
phase, MedcomSoft is now entering a new growth phase that should
materialize and continue over the next several quarters. We are
also encouraged by several of our large suppliers and former
managers who continue to believe in MedcomSoft's recovery and
have opted to settle certain old liabilities in exchange for
MedcomSoft securities".

MedcomSoft Inc. designs, develops and markets software solutions
for healthcare providers that are changing the way the
healthcare industry captures, manages and exchanges patient
information. As a result of MedcomSoft innovations, physicians
and managed care organizations can now easily and securely build
and exchange complete, structured, and codified electronic
patient medical records.

The Company currently has a capital deficiency of
$1.7 million and a working capital deficiency of $2.0 million as
at December 31, 2002.


METRIS COMPANIES: Secures $125MM Back-Up Loan From Thomas H. Lee
----------------------------------------------------------------
Metris Companies Inc. (NYSE:MXT) announced that the Company has
received a $125 million term loan commitment from Thomas H. Lee
Equity Fund IV, L.P. as a back-up financing facility. This back-
up facility - along with the recently announced warehouse
financing facilities, OCC operating agreement and $155 million
dividend from Direct Merchants Credit Card Bank, N.A. - is a
further step in the Company's plan that is focused on liquidity
and a return to profitability.

The back-up facility would carry an annual interest rate of 12%
plus an option to earn an additional meaningful economic return
based on the performance of the Company's managed receivables
through December 31, 2004. The back-up facility, if drawn, would
be repayable in full on March 1, 2004.

Metris' ability to draw on the commitment is subject to various
terms and conditions, including the receipt of a third-party
opinion concerning the fairness of the facility to Metris from a
financial point of view. Additional details of this transaction
are available in Metris' Annual Report on Form 10-K filed with
the Securities and Exchange Commission.

Metris Companies Inc. (NYSE:MXT) is one of the nation's leading
providers of financial products and services. The company issues
credit cards through its wholly owned subsidiary, Direct
Merchants Credit Card Bank, N.A. Through its enhancement
services division, Metris also offers consumers a comprehensive
array of value-added products, including credit protection and
insurance, extended service plans and membership clubs. For more
information, visit http://www.metriscompanies.comor
http://www.directmerchantsbank.com

As reported in Troubled Company Reporter's March 3, 2003
edition, Fitch Ratings lowered the senior and bank credit
facility ratings of Metris Companies Inc. to 'CCC' from 'B-'. In
addition, the long-term deposit rating of Direct Merchants
Credit Card Bank, N.A. has been lowered to 'B' from 'B+'. The
short-term deposit rating remains at 'B'. The ratings have been
removed from Rating Watch Negative where they were placed on
Dec. 20, 2002. The Rating Outlook is Negative for Metris and
DMCCB. Approximately $350 million of holding company debt is
affected by this rating action.

The action reflects heightened execution risk as Metris attempts
to address liquidity concerns with its various credit providers.
Fitch remains concerned with Metris' ability to renew or replace
conduit facilities that mature in the June and July 2003
timeframe, coupled with a $100 million term loan drawn under the
company's bank credit facility due in June 2003. While Metris is
in active negotiations with its credit providers, Fitch believes
the pace and complexity of this process has increased overall
risk to the company. The downgrade of DMCCB reflects its
operational ties to the holding company, which it relies on to
fund assets longer term.

Furthermore, Fitch remains concerned with low excess spread
levels in the Metris Master Trust, Metris' primary
securitization vehicle. Excess spread levels have declined
significantly over the past few months, and for many series are
below 2%, eroding the cushion that once existed. Under the
company's current bank credit agreement, Metris must maintain
minimum excess spread in the MMT. Moreover, if trust level
excess spread becomes negative, on a three month rolling
average, an early amortization of the MMT would occur. If an
early amortization of the trust were to take place, Fitch does
not believe that Metris would have sufficient liquidity to
withstand such an occurrence.

In Fitch's opinion, even if near-term liquidity issues are
satisfactorily resolved, Metris will remain challenged to
address earnings and asset quality concerns in a difficult
economic and capital markets environment. In addition, federal
bank regulators have imposed more stringent requirements on
credit card lending, namely higher capital and reserves for
subprime loans along with greater scrutiny of fee and finance
charges. While Metris has complied with these regulatory
changes, Fitch believes that these actions have negatively
impacted the economics of Metris' credit card business.


NAT'L STEEL: Court to Consider Plan Extension Request on April 7
----------------------------------------------------------------
Mark A. Berkoff, Esq., at Piper Rudnick, in Chicago, Illinois,
relates that National Steel Corporation and its debtor-
affiliates commenced these Chapter 11 cases to provide the
necessary time to stabilize their business operations.  After
which, they would develop and implement a strategic plan to
return their businesses to sustained profitability.  As a
predicate to their ability to propose a plan, the Debtors need
to complete the sale of their assets to the highest and best
bidder.

Mr. Berkoff explains that no rational plan can be completed
unless these matters are resolved.  He adds that even if the
Asset Sale is approved at the Sale Hearing, closing will not
occur until after some time.

According to Mr. Berkoff, the Court has twice granted the
Debtors short extensions and has made comments at prior hearings
regarding its reluctance to grant additional extensions.
Nevertheless, the Debtors ask the Court to extend their
Exclusive Plan Proposal Period to June 6, 2003 and their
Exclusive Solicitation Period to August 8, 2003.

The Debtors believe that it is appropriate to extend the
Exclusive Periods because:

    (a) the Debtors need to know the results of the sale process
        and whether the plan to be submitted will be based on a
        sale or a stand-alone proposal;

    (b) the Debtors' cases are large and complex;

    (c) the Debtors have made good faith progress toward a
        consensual resolution of the estates; and

    (d) it will facilitate either a sale to a strategic buyer or
        a reorganization of the Debtors and will be in the best
        interests of these estates' creditors.

Judge Squires will convene a hearing to consider the Debtors'
request on April 7, 2003 at 1:00 p.m. (National Steel Bankruptcy
News, Issue No. 27; Bankruptcy Creditors' Service, Inc.,
609/392-0900)


NATIONAL STEEL: U.S. Steel Cleared to Pursue Proposed Buyout
------------------------------------------------------------
National Steel Corporation announced that the Department of
Justice has advised National Steel that it has closed its
investigation under the Hart-Scott-Rodino Antitrust Improvements
Act ("HSR Act") with respect to the previously announced
proposal by United States Steel Corporation to purchase
substantially all of National Steel's principal steelmaking and
finishing assets and iron ore pellet operations. This
notification clears the way for U. S. Steel to pursue the
National Steel purchase free of antitrust considerations.

Regarding this development, U. S. Steel Chairman and CEO Thomas
J. Usher said, "We are delighted to have this timely resolution
in a way that allows us to achieve efficiencies that will
benefit the combined entity and all of our customers. This is
another important step in the process to acquire National Steel.

"Signing a new progressive labor agreement covering the USWA-
represented plants of both U. S. Steel and National is the next
important step, and we are making good progress on that front.
We are confident that we will have a labor agreement in place
and be prepared to bid for National. We look forward to
participating in the bankruptcy auction."

As previously announced, early termination of the waiting period
under the HSR Act was granted on February 26, 2003 with respect
to the proposed sale of such assets to AK Steel Corporation.

On January 30, 2003, National Steel and AK Steel entered into an
Asset Purchase Agreement ("APA") relating to such assets for
$1.125 billion, consisting of $925 million in cash and the
assumption of certain liabilities approximating $200 million. As
previously announced, on February 6, 2003, the U.S. Bankruptcy
Court for the Northern District of Illinois overseeing National
Steel's pending Chapter 11 cases approved bidding procedures
granting AK Steel priority "stalking horse" status. The APA is
subject to higher and better offers submitted in accordance with
the bidding procedures. Under the bidding procedures, as
amended, the deadline for the submission of bids is April 10,
2003 and the date of the auction to be held in accordance with
the bidding procedures is April 16, 2003. The Bankruptcy Court
hearing to consider approval of the sale of substantially all of
National Steel's assets is scheduled for April 21, 2003.

In addition to Bankruptcy Court approval, the sale of National
Steel's assets is subject to a number of conditions, including
the execution and ratification of a new collective bargaining
agreement by the United Steelworkers of America satisfactory to
the purchaser for the National Steel employees who will become
employees of the purchaser.

National Steel filed its voluntary petition in the U.S.
Bankruptcy Court for the Northern District of Illinois in
Chicago on March 6, 2002.

                     About National Steel

Headquartered in Mishawaka, Indiana, National Steel Corporation
is one of the nation's largest producers of carbon flat-rolled
steel products, with annual shipments of approximately six
million tons. National Steel employs approximately 8,200
employees. For more information about the company, its products
and its facilities, please visit National Steel's Web site at
http://www.nationalsteel.com


NATIONSRENT: Seeks Approval of Settlement Pacts with 7 Lessors
--------------------------------------------------------------
NationsRent Inc., together with its debtor-affiliates, and
Boston Rental Partners LLC intend to enter into separate
Inventory Sale and Settlement Agreements with seven equipment
lessors to resolve certain disputes with respect to their
prepetition equipment agreements.  The Settlement Agreements
provide for the termination of the Prepetition Agreements and
the purchase of certain inventory at a reasonable
price and on reasonable terms.

The Debtors and Boston Rental will enter into Settlement
Agreements with:

    * Zions Credit Corporation,

    * Key Corporate Capital Inc., on behalf of its leasing
      division, KeyCorp Leasing,

    * Citizens Leasing Corporation,

    * Komatsu Financial Limited Partnership, formerly known as
      KDC Financial Limited Partnership,

    * AmSouth Leasing Ltd.,

    * NorLease, Inc., and

    * BB&T Leasing Corporation.

The Debtors are parties to prepetition leasing and financing
arrangements with the Equipment Lessors, which allow them to
regularly obtain equipment for their rental fleet.

After the Petition Date, the Debtors implemented a program to
review all their equipment agreements to determine which of the
agreements they will assume, assume and assign, reject, re-
characterize or renegotiate.  As part of this process, the
Debtors have determined that their Prepetition Agreements with
the seven Equipment Lessors are, in reality, financing
agreements and not true leases.  In June and July 2002, the
Debtors commenced adversary proceedings against the Lessors
seeking to re-characterize the Prepetition Agreements as
financing agreements.

Since that time, the Debtors and the Equipment Lessors
negotiated the consensual resolution of the Litigation and their
obligations under the Prepetition Agreements.  The discussions
culminated into the Settlement Agreements.

The salient terms of the Settlement Agreements include:

A. Sale of Inventory and Terms of Sale

    The Equipment Lessors will sell to Boston Rental certain
    leased equipment.

    (a) KeyCorp will sell the Inventory under three equipment
        schedules that it succeeded from LaSalle National
        Leasing Corporation:

                   Schedule      Date
                   --------      ----
                      5          May 28, 1998
                      6          May 28, 1998
                      38         February 26, 1998

        KeyCorp will also sell the Inventory covered under its
        Master Equipment Lease Agreement dated February 24, 2000
        with the Debtors.

        After the Closing Date, if the transfer of the Inventory
        is not tax exempt, Boston Rental will pay all state and
        local sales taxes that become due as a result of the
        transfer.

    (b) Zions will sell the inventory covered by Equipment
        Schedule No. 72 dated July 14, 2000 by and between the
        Debtors and LaSalle.  Zions succeeded LaSalle's interest
        under the Schedule before the Petition Date.

    (c) Citizens Leasing will sell certain equipment under four
        equipment schedules that it succeeded from LaSalle:

                   Schedule      Date
                   --------      ----
                      42          March 22, 1999
                      43          March 26, 1999
                      44          March 30, 1999
                      45          April 9, 1999

        After the Closing Date, Boston Rental will assume and
        pay any and all personal property and sales taxes with
        respect to the Inventory.

    (d) Komatsu will sell the Inventory under a
        December 11, 1997, Master Equipment Lease with the
        Debtors, and 13 Security Agreements that it succeeded
        from Columbus Equipment Company.

    (e) AmSouth will sell the Inventory under two equipment
        schedules that it assumed from LaSalle:

                   Schedule      Date
                   --------      ----
                      40         March 5, 1999
                      41         March 5, 1999

        AmSouth will also sell the Inventory covered by its
        Master Lease Agreement dated October 22, 1997 with the
        Debtors.

    (f) NorLease will sell the Inventory under a September 30,
        1999 Master Equipment Lease Agreement with the Debtors.

    (g) BB&T Leasing will sell the equipment under two schedules
        that it succeeded from LaSalle:

                   Schedule      Date
                   --------      ----
                      37         February 26, 1999
                      39         March 3, 1999

B. Rental Agreement

    On the closing of the transaction, the Debtors and Boston
    Rental will enter into a rental agreement with respect to
    the Inventory.  Boston Rental will lease the Inventory to
    the Debtors at rental rates that are equal to, or less than,
    the fair market value of the Inventory.

C. Termination of the Prepetition Agreements

    The Debtors and the Equipment Lessors will terminate the
    Prepetition Agreements effective as of the Closing Date.
    Neither the Lessors nor any other entity will be entitled to
    any rights, remedies or claims against the Debtors with
    respect to the Prepetition Agreements.

    However, the Debtors will provide these Equipment Lessors a
    general unsecured claim against their estates under any
    reorganization plan confirmed in their cases with respect to
    the Prepetition Agreements:

                 Lessors              Claim Amount
                 -------              ------------
                 KeyCorp                $4,460,926
                 Citizens Leasing        3,343,207
                 Komatsu                   179,263
                 AmSouth                 1,763,426
                 NorLease                  884,663
                 BB&T Leasing            1,224,274

D. Mutual Release and Dismissal of Litigation

    On the Closing Date, the Equipment Lessors will fully
    release the Debtors and Boston Rental from any and all
    claims, causes of action, liabilities and obligations
    arising under the Prepetition Agreements.  The Debtors and
    Boston Rental will grant a similar release to the Lessors.
    In addition, the Debtors will promptly dismiss the
    Litigation with prejudice.

The Debtors have determined that the dismissal of the Litigation
with prejudice and the mutual release contemplated under the
Settlement Agreements bring to a certain and final resolution
any claims with respect to the Prepetition Agreements.  If the
Litigation is not resolved consensually, the Debtors would be
required to spend significant time and resources to further
prosecute their case.

For this reason, the Debtors ask the Court to approve the
Settlement Agreements. (NationsRent Bankruptcy News, Issue No.
29; Bankruptcy Creditors' Service, Inc., 609/392-0900)


NUEVO ENERGY: Closes $10.5M Union Island Sale to American Energy
----------------------------------------------------------------
Nuevo Energy Company (NYSE:NEV) announced the closing of the
sale of the Union Island Field to American Energy Operations,
Inc. for $10.5 million effective January 1, 2003. Nuevo was
operator of the field and had an average working interest of
98%. The Union Island Field is located in the Sacramento Basin
in California and represented Nuevo's only oil and gas property
in this basin. Average production from the field was 2.9 million
cubic feet per day in 2002, or 1% of Nuevo's total production.

"To date in 2003, Nuevo has eliminated bank debt and has
received cash proceeds of almost $70 million from this sale and
the previously announced sale of the Brea-Olinda Field," stated
Jim Payne, Chairman, President and Chief Executive Officer. "We
have additional non-core assets to sell which could generate an
incremental $45 to $60 million in proceeds and we remain
committed to using these proceeds to further reduce debt and/or
to prudently acquire higher margin oil and gas assets."

Nuevo Energy Company is a Houston, Texas-based company primarily
engaged in the acquisition, exploitation, development,
exploration and production of crude oil and natural gas. Nuevo's
domestic producing properties are located onshore and offshore
California and in West Texas. Nuevo is the largest independent
producer of oil and gas in California. The Company's
international producing property is located offshore the
Republic of Congo in West Africa. To learn more about Nuevo,
please refer to the Company's internet site at
http://www.nuevoenergy.com.

As reported in Troubled Company Reporter's November 20, 2002
edition, Standard & Poor's Ratings Services lowered its
corporate credit ratings for independent oil and gas company
Nuevo Energy Co., to 'BB-' from 'BB', and removed the ratings
from CreditWatch where they were placed on September 20, 2002.
The outlook is stable.

Houston, Texas-based Nuevo Energy has about $454 million of debt
outstanding.

"The ratings downgrade reflects the company's continuing
inability to meaningfully delever during an extended period of
unusually high oil and gas prices," said Standard & Poor's
credit analyst Brian Janiak. "The ratings action also reflects
the vulnerability of the company's challenging asset base and
highly leveraged balance sheet to downward movements in oil
prices," Janiak added.


NUEVO ENERGY: Hires Michael S. Wilkes as Vice Pres. & Controller
----------------------------------------------------------------
Nuevo Energy Company (NYSE:NEV) announces that Michael S. Wilkes
has joined the company as Vice President and Controller. Mr.
Wilkes will be responsible for Nuevo's financial reporting and
accounting functions. Mr. Wilkes succeeds W. Rufus Estis who has
left the company to pursue other business interests.

Mr. Wilkes brings to Nuevo over twenty years of diverse domestic
and international accounting experience. Prior to joining Nuevo,
Mr. Wilkes was Vice President and Controller for Santa Fe Snyder
Corporation. Mr. Wilkes' career with Santa Fe spanned nineteen
years during which time he held positions of increasing
managerial responsibility within the accounting department.

Nuevo Energy Company is a Houston, Texas-based company primarily
engaged in the acquisition, exploitation, development,
exploration and production of crude oil and natural gas. Nuevo's
domestic producing properties are located onshore and offshore
California and in West Texas. Nuevo is the largest independent
producer of oil and gas in California. The Company's
international producing property is located offshore the
Republic of Congo in West Africa. To learn more about Nuevo,
please refer to the Company's internet site at
http://www.nuevoenergy.com.


OWENS: Plant Insulation's Appeal Sent Back to Bankruptcy Court
--------------------------------------------------------------
Plant Insulation asked the U.S. District Court to review Judge
Fitzgerald's order denying its request for an appointment of a
Fibreboard Examiner in the Chapter 11 cases involving the Owens
Corning.  Plant Insulation asserted that Judge Fitzgerald erred
in denying its request.

District Court Judge Wolin remanded the appeal back to the
Bankruptcy Court, specifically noting that the Bankruptcy Court
has not ruled on whether Plant had standing to move for an
examiner, and that a split of authority existed on whether the
appointment of an examiner is mandatory under Section 1104(c)(2)
of the Bankruptcy Code, where the $5,000,000 liquidated debt
level of subsection (c)(2) is met.

                      Debtors Respond

J. Kate Stickles, Esq., in Saul Ewing LLP, in Wilmington,
Delaware, asserts that Plant Insulation's claim to be a creditor
with standing to request the appointment of an examiner is
"tenuous at best."  Ms. Stickles argues that Plant's filing of
more than 2,000 meritless indemnification claims in these
proceedings comes on the heels of 13 years of futile efforts by
Plant to convince California state courts to recognize Plant's
indemnification claims against Fibreboard.  No California court
has ever done so, and the change of venue to Bankruptcy Court
should not change Plant's fortunes.  In addition, the ultimate
relief Plant apparently seeks to achieve has been rendered moot
by the Debtors' Joint Plan of Reorganization, which sets aside
the Fibreboard Insurance Trust for asbestos-related creditors of
Fibreboard.  Plant also apparently seeks the return of NSP
settlement payments from NSP firms to the Fibreboard Insurance
Trust, but these actions are either barred or it is doubtful
that Plant could bring these actions.

Whether or not Plant's tenuous interests in this case provide it
with standing, however, there is simply no need to add yet
another administrative layer to these proceedings in the form of
an examiner.  That is because the constituencies, as part of the
Inter-Creditor Stipulation process, have been, and continue to,
investigate all of the specific allegations raised by Plant.  It
simply cannot be, as Plant argues, that this absurd result is
compelled by the Bankruptcy Code.

Section 1104(c) of the Bankruptcy Code only permits a "party in
interest or the United States Trustee" to move for the
appointment of an examiner.  A "party in interest" includes "the
debtor, the trustee, a creditors' committee, an equity security
holders' committee, a creditor, or any indenture trustee. . . ."

Ms. Stickles alleges that the only way Plant can qualify as a
party-in-interest is as a creditor based on its alleged right to
payment from Fibreboard for state law indemnity.  To be a
"creditor," claimant must have a "right to payment" under either
state law or bankruptcy law.  To determine whether a party is a
party-in-interest," courts must determine "whether the
prospective party-in-interest has a sufficient stake in the
proceeding so as to require representation".  To allow party-in-
interest status based on a tenuous connection to a bankruptcy
proceeding thwarts the Bankruptcy Code's objectives of providing
"reasonably expeditious rehabilitation of financially distressed
debtors with a consequent distribution to creditors".

Even if the Court finds that Plant meets the minimum standing
requirements to bring a motion for an examiner, and even if the
examiner then found merit in Plant's allegations, Plant
Insulation would still not be able to pursue any of the
potential actions it is contemplating.  Plant Insulation
apparently wants an examiner appointed to assist bringing
actions:

    -- to ensure that the remaining funds in the Fibreboard
       Insurance Trust will only be used to compensate
       Fibreboard asbestos personal injury claimants;

    -- to recover funds from the Debtors that Plant Insulation
       alleges were inappropriately distributed from the
       Fibreboard Insurance Trust to pay OC asbestos personal
       injury claims; and

    -- to recover funds from plaintiffs or their counsel based
       on some theory of fraud for allegedly providing false
       identification of Fibreboard's asbestos-containing
       products.

Ms. Stickles points out that Plant Insulation's first action has
been rendered moot by the recently filed Joint Plan of
Reorganization.  Pursuant to the Plan, only holders of Allowed
FB Asbestos Personal Injury Claims will be entitled to receive
distributions from the Fibreboard Insurance Trust.  Thus, there
is no present case or controversy regarding the disposition of
funds remaining in the Fibreboard Insurance Trust.

Almost every potential claim that Plant Insulation might want to
bring against the Debtors to recover funds that it alleges were
improperly diverted from the Fibreboard Insurance Trust is
barred.  Since no funds have been distributed from the
Fibreboard Insurance Trust after the Petition Date, these would
clearly be prepetition claims against the Debtors.  Neither
Plant Insulation nor anyone else filed proofs of claim asserting
these claims against the Debtors prior to the claims bar date
established by this Court.  Thus, any claim, if one existed, has
been barred.

Ms. Stickles tells the Court that this case presents a clear
example of why bankruptcy courts must retain some discretion in
appointing an examiner under Section 1104(c)(2) of the
Bankruptcy Code.  Each of Plant Insulation's allegations
continue to be investigated pursuant to the Court-approved
Inter-Creditor Stipulation process through which the Debtors,
including Fibreboard, have produced over 60,000 documents to the
major constituencies and their professional advisors.  This
production includes documents relevant to:

    1. liabilities incurred or other asset transfers between and
       among OC and any of its subsidiaries;

    2. any claims related to substantive consolidation of the
       Debtors;

    3. any claims against any OC subsidiary for successor
       liability; and

    4. any claims as to the amount, validity, enforceability,
       priority or avoidability of any inter-company transfers.

Ms. Stickles adds that the Debtors also produced the asbestos-
related claims information necessary to analyze asbestos-related
settlement history, the value of pending claims, and to estimate
future asbestos-related liabilities.  This information included
copies of all National Settlement Program settlement agreements,
and both OC and Fibreboard's electronic claims databases, which
include settlement values, the identity of claimants, the date
of claim filing, the alleged disease, asbestos exposure
information, medical information, the jurisdiction in which the
claim is pending, and where applicable, the amount paid to
resolve the claim.

In addition, and specifically because of the Plant Insulation
allegations, the constituencies have reviewed documents relating
to:

    1. the allocation of settlement payments between OC and
       Fibreboard in all NSP agreements;

    2. Fibreboard's settlement history before and after it was
       acquired by OC;

    3. information relating to how individual claims were
       processed under the NSP agreements;

    4. logs detailing every disbursement from the Fibreboard
       Trust; and

    5. documents relevant to OC's acquisition of Fibreboard
       including valuations and internal analysis of the
       transaction.

Ms. Stickles insists that most of this information was also
provided to Plant Insulation.  In addition, counsel for the
constituencies have had several meetings with Debevoise &
Plimpton, special counsel to the Debtors for asbestos-related
issues, during which background information relating to
Fibreboard's settlement history, the establishment of the NSP,
the negotiation of individual agreements, and the Fibreboard
acquisition was provided.  In addition, the investigation has
also included interviews with William Levin, former partner at
Brobeck, Phleger & Harrison and long-time attorney for
Fibreboard, Lawrence Fitzpatrick, the trustee of the Fibreboard
Trust, and Michael Rozen, the trustee of the Weitz & Luxenberg
escrow account established under the NSP with that firm.

                    U.S. Trustee Takes A Stand

The U.S. Trustee generally takes no position regarding Plant
Insulation's factual allegations and leaves Plant to its burden.
By the filing of this Statement, the U.S. Trustee does not
intend to endorse the allegations regarding any alleged
diversion of funds from the Fibreboard Trust.

Acting U.S. Trustee Donald F. Walton stands by his position that
where the debt threshold of Section 1104(c)(2) of the Bankruptcy
Code is met, the appointment of an examiner is mandatory.  The
Sixth Circuit's interpretation of the plain language of Section
1104(c) that the court "shall" appoint an examiner if the debt
threshold is met is consistent with the Third Circuit's approach
to statutory construction in bankruptcy matters.

The U.S. Trustee does not believe that any party disputes that
the debt threshold of Section 1104(c)(2) is satisfied.
Therefore, the Court should enter an order requiring the U.S.
Trustee to appoint an examiner.  The Court may, and should,
consider the appropriate nature, scope and duration of the
examiner's charge.

The provision of Section 1104(c) stating that the Court "shall
order the appointment of an examiner to conduct such an
investigation of the debtor as is appropriate" vests in the
court "discretion to direct the examiner's investigation,
including its nature, extent and duration."

The U.S. Trustee therefore supports Plant's request to the
extent it asserts that the grounds for mandatory appointment
have been met.  The Court has broad discretion to fashion
appropriate relief regarding the scope and duration of the
examiner's charge so as to minimize cost and delay.

The U.S. Trustee agrees that the examiner should not
unnecessarily duplicate work done by other parties.  However,
the value of a review of the matter by an independent party is
that it may assist the parties in putting the issue to rest and
moving on.

            Plant Insulation Defends its Appeal

Jennifer L. Barber, Esq., at Wolf, Block, Schorr and Solis-Cohen
LLP, in Wilmington, Delaware, recounts that Plant Insulation
installed and distributed Fibreboard Corporation's
asbestos-containing products for more than two decades.
Thousands of persons have sued Plant based on exposure to those
products.  Plant now has millions of dollars of asbestos
indemnity claims against Fibreboard.  Because the Fibreboard
Settlement Trust would be the principal source of funds
available to pay Plant's claims, Plant is vitally interested in
the evidence suggesting that Owens Corning used the almost
$2,000,000,000 the Fibreboard Settlement Trust once held for its
own purposes.  For this reason, Plant requested appointment of
an examiner under Section 1104(c)(2) of the Bankruptcy Code in
September 2001.  For this reason also, Plant continues to
request that the Court make that appointment.

Plant agrees with the Court's comment at the February 24, 2003
status conference that the question of Plant's standing
logically comes first, but Plant does not agree that its
standing can be disputed.  Plant is a creditor of Fibreboard's,
even if the vast majority of the 2,213 Proofs of Claim it filed
in April 2002 are disregarded.  With  respect to whether
subsection 1104(c)(2) is, as the statute says on its face,
mandatory, Plant repeats the obvious -- subsection 1104(c)(2) is
mandatory because section 1104(c) says it's mandatory, and
because if (c)(2) isn't mandatory, it's "superfluous."

A "party-in-interest" has the statutory right to request
appointment of an examiner under Section 1104(c).  The
Bankruptcy Code does not define "party-in-interest," but Section
1109 describes "party in interest" as "including" creditors.
Rule 2007.1 (c) of the Federal Rules of Bankruptcy Procedure
likewise refers to creditors as parties-in-interest.  Ms. Barber
asserts that there is no question that a creditor is a party in
interest. The Debtors here do not contend otherwise.

Ms. Barber insists that Plant is a "creditor" of Fibreboard
under Section 101(10)(A) because it has "claims" against
Fibreboard as expressly defined in Section 101(5)(A) -- "claim
means . . . right to payment, whether or not this right is
reduced to judgment, liquidated, unliquidated, fixed,
contingent, matured, unmatured, disputed, undisputed, legal,
equitable, secured, or unsecured."  As a Fibreboard creditor,
Plant has standing to request appointment of an examiner.

Ms. Barber notes that it has nonetheless been suggested by the
Debtors that Plant is not a real creditor of Fibreboard's, that
it is a "speculative party to these cases at best" and therefore
that it lacks a sufficient financial stake in the outcome of
these cases to qualify as a party-in-interest.  In making this
argument, the Debtors do not deny that Plant was Fibreboard's
distributor for decades, or that Plant has been sued by
thousands of plaintiffs claiming exposure to Fibreboard
products, which Plant installed or distributed, or that Plant
has indemnity claims against Fibreboard, which, unless barred by
some principle of law, are otherwise entirely valid and
enforceable.  Nor do the Debtors assert that the validity of a
single one of the claims reflected in Plant's 2,213 Proofs of
Claim has yet been finally adjudicated.

Instead, Ms. Barber points out that the Debtors rely on the
principle that, under California law, a judicial determination
that Fibreboard has entered into a "good faith" settlement with
an asbestos plaintiff will bar Plant's claim for indemnity as to
its own settlement with the same plaintiff.  They also refer the
Court to Plant's unsuccessful attempts a decade or more ago to
obtain adjudications that its indemnity claims against
Fibreboard were not subject to the "good faith" settlement
rules.  That, however, was a time when California's "good faith"
settlement law was still rapidly evolving, and it is now settled
that Plant's indemnity claims are subject to the bar of a
Fibreboard "good faith" settlement determination.  Under
California law, Plant's indemnity claims cannot actually be
extinguished unless Fibreboard has entered into a settlement
with the underlying asbestos plaintiff before verdict or
judgment that has been finally adjudicated to be in "good faith"
under Section 877 of the California Code of Civil Procedure.
The Debtors have failed to identify evidence of a single final
adjudication with respect to any of Plant's thousands of
indemnity claims against Fibreboard.

Ms. Barber informs the Court that Plant and Fibreboard had been
litigating Plant's indemnity claims for over six years in
California courts when the Petition was filed in this case.  If
Plant's claims were "speculative" or unreal, then it should have
been a simple matter for Fibreboard to brush them aside in the
California courts at some point during those six-plus years.
Indeed, Fibreboard attempted to obtain "good faith" settlement
determinations en masse in the California litigation, but it
failed.

Furthermore, Ms. Barber asserts that some of Plant's indemnity
claims arise from its settlements with plaintiffs whose cases
went to trial and judgment before Fibreboard entered into its
own settlements with the underlying asbestos claimants.  Two
examples are Proof of Claim Numbers 11401 (Treadway) and 11454
(Alfaro), claims arising from cases, which Plant settled for
$50,000 and $485,000.  Fibreboard has no "good faith" settlement
defense to either of these claims as a matter of law.  The Court
should therefore not be detained for even one more moment by the
false issue of Plant's standing, i.e., its status as a creditor
and therefore a party in interest under Section 1104(c).

Ms. Barber concludes that Plant has standing to request
appointment of an examiner based on its substantial and, at
least in part, wholly indefensible indemnity claims against
Fibreboard. Appointment of an examiner when the conditions
described in Section 1104(c)(2) are met is mandatory given the
plain, unambiguous statutory language used by Congress.  The
Court should therefore promptly proceed to the real question,
which is how it should exercise its discretion over the manner
and mode of the examiner's investigation.

               Future Claimants Support the Debtors

Edmund M. Emrich, Esq., at Kaye Scholer LLP in New York, counsel
for James J. McMonagle, the legal representative of Future
Claimants, incorporate the Debtors' arguments and asks the Court
to deny Plant's appeal. (Owens Corning Bankruptcy News, Issue
No. 48; Bankruptcy Creditors' Service, Inc., 609/392-0900)


PEREGRINE SYSTEMS: Files Amended Plan of Reorganization in Del.
---------------------------------------------------------------
Peregrine Systems, Inc. (OTC: PRGNQ), a global provider of
consolidated asset and service management software, announced
that it has filed an amended Plan of Reorganization and
Disclosure Statement with the U.S. Bankruptcy Court for the
District of Delaware in Wilmington. The amended Plan would offer
new payment options to bondholders and other unsecured
creditors, preserve an interest in the reorganized company for
existing shareholders, and establish an independent trust to
evaluate and oversee any potential claims, against former
directors, officers and professional organizations that
represented Peregrine in the past.

"The amended Plan represents real and substantial progress in
our commitment to develop a reorganization plan that is
acceptable to all of our stakeholders," said Gary Greenfield,
Peregrine's CEO. "Peregrine's value clearly supports repayments
to our creditors and return of value to shareholders. The new
plan would give bondholders and other unsecured creditors the
flexibility to accelerate cash repayment. And it also would
preserve an interest for shareholders. We believe the amended
Plan can serve as the cornerstone of Peregrine's successful
reorganization."

Major creditors that account for approximately $130 million in
secured and unsecured debt have indicated they support
Peregrine's effort to seek confirmation of the amended Plan.
These creditors include Kilroy Realty, L.P.; Motive
Communications; and the Secured Purchaser Banks. In addition,
the Official Equity Committee also indicated its intent to
support the amended Plan. The Official Committee of Unsecured
Creditors does not support the Plan at this time and may not
elect to do so.

The original Plan of Reorganization and Disclosure Statement
were filed within the 120-day period in which Peregrine has the
exclusive right to file a plan. The court has scheduled a
hearing on April 1 to hear a Creditors Committee motion to
terminate Peregrine's right to exclusivity. In a supplemental
brief filed today with the court, Peregrine maintained that no
cause exists for terminating exclusivity and that it has made
substantial progress toward development of a consensual Plan.
The brief also references testimony regarding the company's
current and future value, which was offered earlier by a
financial expert for the Creditors Committee and supports a
return to equity holders under the Plan.

The court has set May 20 as the date of the hearing for
considering approval of the Disclosure Statement. If the court
approves the amended Disclosure Statement, it will be sent to
creditors and equity holders to the extent that their claims or
interests are impaired under the amended plan. Following
approval of the Disclosure Statement, the company will commence
solicitation of votes for confirmation of the Plan by unimpaired
creditors and equity interests.

                  Amended Plan of Reorganization

The amended Plan differs from the original plan filed on Jan. 20
in key respects, including:

     * Bondholders -- The amended Plan allows holders of the
company's Convertible Subordinated Notes to elect one of two
options for repayment. The original Plan provided for full
reinstatement of the $270 million in Convertible Subordinated
Notes issued in the year 2000 under their original terms at 5
1/2 percent interest with principle due in 2007. The amended
Plan would give holders the option to elect a 30 percent cash
distribution on the date the Plan is approved, a new note equal
to 20 percent of their claims and the balance in common stock
based on a pro rata share of up to 34 percent of the common
stock of the reorganized company.

     * General Expense Claims -- The revised Plan provides two
options for repayment to Kilroy Realty and other unsecured
creditors in this category, which includes trade debt. These
creditors could choose to be repaid 60 percent of their claims
in cash immediately on approval of the amended Plan, and 10
percent of their claims in equal annual installments over four
years. The second option provides for full repayment of claims
in five equal payments over the next four years, as proposed in
the original Plan. Kilroy Realty, which has claims arising from
Peregrine's rejection of three leases, anticipated rejection of
one additional lease, and the anticipated modification of a
fifth lease at the San Diego, Calif. headquarters site, has
indicated it supports Peregrine's effort to seek confirmation of
the revised Plan. Its claim of approximately $30 million
represents about 50 percent of estimated claims in this
category.

     * Secured Purchaser Banks -- These claims have been amended
to provide for a discounted payoff of those claims on the date
that the amended Plan becomes effective. The banks have
indicated their intent to support the amended Plan. The banks
collectively hold claims totaling approximately $80 million.

     * Litigation Trust -- The amended Plan also would provide
for an independent litigation trust with funding from Peregrine
of up to $5 million. Any potential claims against former
directors, officers or professional firms formally engaged by
Peregrine would be transferred to the trust, which would be
charged with evaluating the merits of the claims and supervising
their prosecution, if prosecution is appropriate. Proceeds
generated by any such litigation would go to pay the fees and
expenses of the trust itself, then to pay off Plan debt and
finally to the company.

     * Shareholders -- Up to 10 percent of the common stock of
the reorganized company would be available to settle shareholder
lawsuits. Bondholders could be issued up to 34 percent of the
stock of the reorganized company, depending on which payment
option they elect. Holders of existing common stock, or common
stock options or warrants or other rights, would receive the
balance of the reissued stock. A 1 for 10 reverse stock split is
also proposed.

Peregrine filed a voluntary Chapter 11 petition on Sept. 22,
2002 after accounting irregularities came to light, requiring a
restatement of 11 quarters. It filed its original Plan of
Reorganization on Jan. 20. Last month, the company filed audited
financial results for fiscal years 2002, 2001 and 2000 with the
Delaware court and the Securities and Exchange Commission (SEC)
on Form 8K.

                  About Peregrine Systems

Founded in 1981, Peregrine Systems develops and sells
application software to help large global organizations manage
and protect their technology resources. With a heritage of
innovation and market leadership in consolidated asset, service
and change management software, the company's flagship offerings
include ServiceCenterr and AssetCenterr, complemented by
employee self service, automation and integration functionality.
Headquartered in San Diego, Calif., Peregrine's solutions
facilitate the automation of business processes, resulting in
increased productivity, reduced costs and accelerated return on
investment for its more than 3,500 customers worldwide. More
information about Peregrine is available at
http://www.peregrine.com


PIONEER COMPANIES: Records $4.8 Million Net Loss for FY 2002
------------------------------------------------------------
Pioneer Companies, Inc. (OTC Bulletin Board: PONR) reports that
for the year ended December 31, 2002, it had a net loss of $4.8
million, or $0.48 per share, on revenues of $316.9 million.
Results include the effect of an estimated benefit of $12.9
million from matured derivatives, a mark-to-market gain of $23.6
million from the change in fair value of outstanding
derivatives, and $21.4 million of assets impairment and other
charges.

Pioneer's 2002 financial position and operating results reflect
the effect of the Company's plan of reorganization, which was
effective on December 31, 2001, and the application of the
principles of fresh start accounting, and accordingly, financial
information for 2002 is not comparable to the historical
financial information before December 31, 2001.

In 2002, revenues decreased $66.6 million as compared to 2001
primarily due to lower chlorine sales prices in the first half
of 2002. The average ECU netback in 2002 was $270 compared to
$336 in 2001. Cost of sales -- products, which excludes
derivative transactions, decreased $51.9 million as a result of
the idling of the Tacoma plant in March 2002, lower depreciation
expense due to the revaluation of property, plant and equipment
pursuant to fresh start accounting, and cost savings from
organizational restructuring and other cost reduction
initiatives.

Asset impairment and other charges in 2002 included an
impairment charge of $16.9 million in the fourth quarter related
to the idled Tacoma chlor- alkali facility and other charges of
$4.5 million primarily comprised of severance and shut-down
costs.

Pioneer reported interest expense, net of $18.9 million in 2002
as compared to $36.0 million in 2001, primarily because less
debt was outstanding as a result of the implementation of the
plan of reorganization.

Revenue for the fourth quarter of 2002 was $84.3 million as
compared to $85.5 million for the same period in 2001. The
average ECU netback in the 2002 period was $317 compared to $292
in the 2001 period. Net loss was $11.2 million, or $1.12 per
share, in the fourth quarter of 2002.

Fourth quarter cost of sales, excluding derivative transactions,
decreased $8.8 million as the result of the restructuring and
fresh start accounting matters discuss above. The estimated net
gain from matured derivatives resulted in a benefit to fourth
quarter cost of sales of $2.2 million in 2002.

Fourth quarter interest expense was $4.8 million and $0.5
million in 2002 and 2001, respectively. Interest expense in 2001
was primarily comprised of interest on borrowings from a $50
million debtor-in-possession facility, which was subsequently
replaced in the first quarter of 2002, and excluded interest on
certain pre-petition debt that was not repaid as the result of
the July 2001 bankruptcy filing.

At December 31, 2002, Pioneer had liquidity of $14.2 million,
which included cash of $2.8 million and available borrowings
under Pioneer's revolving credit facility of $11.4 million, net
of letters of credit outstanding as of such date.

On March 3, 2003 all of the conditions of a settlement were
satisfied whereby Pioneer and the Colorado River Commission
reached agreement with respect to a dispute regarding derivative
positions relating to the power needs of Pioneer's chlor-alkali
plant in Henderson, Nevada. As a result of the settlement, which
is effective as of January 1, 2003, Pioneer has been released
from all claims for liability with respect to electricity
derivatives positions, and all litigation between Pioneer and
CRC has been dismissed.

Michael Y. McGovern, Pioneer's President and Chief Executive
Officer, stated, "We are also pleased that ECU prices are
increasing," he continued. "While a portion of the increase is
driven by higher energy prices, a reduction in industry capacity
and improving demand from some industry sectors has also
affected the market. Assuming this trend continues, we believe
that Pioneer will see improved results in 2003, given our
settlement with CRC and the improved price outlook for our
products."

Pioneer, based in Houston, manufactures chlorine, caustic soda,
bleach, hydrochloric acid and related products used in a variety
of applications, including water treatment, plastics, pulp and
paper, detergents, agricultural chemicals, pharmaceuticals and
medical disinfectants. The Company owns and operates four chlor-
alkali plants and several downstream manufacturing facilities in
North America.


RAYTECH CORPORATION: Releases Full Year 2002 Results
----------------------------------------------------
Raytech Corporation (NYSE: RAY) announced results of operations
for the year ended December 29, 2002.

Net sales for the period were $209.9 million, which was an
improvement of $8.6 million from recorded sales of $201.3
million for year-end December 2001, which includes both
Successor Company and Predecessor Company sales. The net loss
for the period ended December 29, 2002 was $2.8 million or $.07
per basic share. The most significant impact was due to an
environmental remediation project in Indiana for which an after-
tax charge of $3.3 million was taken in the third quarter of
2002.

The sales growth reflects increased sales to the automotive OEM
and increased sales through our production facility in China.
Albert A. Canosa stated, "I am delighted by our increased sales
in the automotive OEM segment of our business. In addition, we
recently expanded our production facility in China due to demand
for our product. This facility was opened in 1998, and I am
encouraged with the performance of this operation. We continue
to explore new markets for our core products and new
opportunities for taking our technology to different
industries."

Due to the emergence from bankruptcy in the second quarter of
2001, the comparable financial information for the fifty-two-
week period in the prior year has not been presented as that
presentation would require the combination of Successor Company
and Predecessor Company financial information. In April 2001,
Raytech Corporation emerged from the protection of Bankruptcy
Court under Chapter 11 of Title 11 of the United States Code.
Raytech Corporation had been under the Chapter 11 protection
since May 1989. As of April 2, 2001, the Company adopted fresh-
start reporting pursuant to the guidance provided by the
American Institute of Certified Public Accountant's Statement of
Position 90-7, "Financial Reporting by Entities in
Reorganization Under the Bankruptcy Code" ("SOP 90-7"). The
periods presented prior to April 2, 2001 have been designated
"Predecessor Company" and the periods subsequent to April 2,
2001 have been designated "Successor Company," In accordance
with fresh-start reporting, all assets and liabilities were
recorded at their respective fair market values. Additionally,
38 million shares of Company stock were issued as part of the
Plan of Reorganization. Therefore, the results of operations for
the periods presented, which are detailed below, are not
comparable for year-end. Comparative results for the quarters
ended December 29, 2002 and December 30, 2001 have been
provided.

Raytech Corporation is a recognized world leader in the
production of wet and dry clutch, power transmission and brake
systems, as well as specialty engineered polymer matrix
composite products and related services for vehicular
applications, including automotive OEM, heavy duty on-and-off
highway vehicles and aftermarket vehicular power transmission
systems. Through three technology and research centers and six
manufacturing operations worldwide, Raytech develops and
delivers energy absorption, power transmission and custom-
engineered components focusing on niche applications where its
expertise and technological excellence provide a competitive
edge.

Raytech Corporation, headquartered in Shelton, Connecticut,
operates manufacturing facilities in the U.S., Germany, England
and China as well as technology and research centers in
Michigan, Indiana and Germany. The Company's operations are
strategically situated in close proximity to major customers and
within easy reach of geographical areas with demonstrated growth
potential.

Raytech common stock is listed on the New York Stock Exchange
and trades under the symbol "RAY." Company information may be
accessed on our Internet Web site http://www.raytech.com


RURAL/METRO: Awarded Ambulance Contract Renewals in Ohio and Ky.
----------------------------------------------------------------
Rural/Metro Corporation (Nasdaq:RURL) announced that it has been
awarded two renewal contracts to continue providing medical
transportation services to Ohio State University (OSU) Medical
Center in Columbus, Ohio, and the City of Jeffersontown,
Kentucky.

Jack Brucker, president and chief executive officer, said, "As
we continue to expand our core medical transportation business,
it is also important that we maintain valuable relationships
with longstanding customers. Our renewals with OSU and the City
of Jeffersontown are the result of our efforts to enhance
customer satisfaction while at the same time providing the
highest levels of care to our patients."

The OSU Medical Center contract provides an initial three-year
period, with one two-year optional renewal, for a total possible
term of five years. Rural/Metro has been the designated provider
of non-emergency ambulance services to the Medical Center and
its affiliates since 1997.

OSU Medical Center is one of the largest healthcare systems in
Ohio, providing patient care at two main hospital facilities and
more than 35 primary and specialty care sites throughout the
state. The Medical Center's Department of Emergency Medicine has
been selected as a Center of Excellence by the American College
of Emergency Physicians.

Todd Walker, president of Rural/Metro's Mid-Atlantic Emergency
Services Group, said, "We are very pleased to continue serving
OSU healthcare facilities and view our new contract as an
opportunity to further enhance medical transportation services
within the community."

Rural/Metro's second contract renewal this month was awarded by
the City of Jeffersontown, Kentucky. The two-year renewal
extends Rural/Metro's role as the 911-emergency ambulance
provider to that city through March 2005. Rural/Metro has been
the City's exclusive provider of emergency medical
transportation services since 1999.

Susan Brown, president of Rural/Metro's Southern Emergency
Services Group, said, "As the exclusive emergency medical
provider in Jeffersontown, our team remains committed to the
citizens that we serve and to our municipal partners. We look
forward to continuing our relationship now and well into the
future."

The City of Jeffersontown occupies approximately 32 square
miles, just southeast of Louisville, Kentucky. Rural/Metro crews
respond to more than 2,500 emergency calls there each year.

Rural/Metro Corporation provides emergency and non-emergency
medical transportation, fire protection, and other safety
services in approximately 400 communities throughout the United
States.

The Company's December 31, 2002 balance sheet shows a total
shareholders' equity deficit of about $160 million.


SAFETY-KLEEN: Court Gives Go Ahead to Edmik, et al, Deals
---------------------------------------------------------
Safety-Kleen Corp., and its debtor-affiliates obtained Court
permission to enter into manufacturing agreements with Edmik,
Inc., and Econoline Abrasive Products, Inc.  Under these
agreements, Edmik and Econoline will manufacture and sell solely
to Safety-Kleen Systems the Model 2383 Aqueous Heater Pump
Assembly.  Systems expects to spend approximately $6,000,000
under the Edmik Agreement and  approximately $5,000,000 under
the Econoline Agreement.

The most significant terms of the Edmik Manufacturing Agreement
are:

         (1) Purchase and Sale of Product.  Edmik will
             manufacture and sell the Model 2383 solely to
             Systems;

         (2) Specifications.  Any modifications to the
             specifications must be approved in writing by
             Systems prior to any implementation of changes; and

         (3) Volume Purchase Commitment; Volume Delivery
             Commitment.  Systems agrees to purchase from Edmik
             a total quantity of 12,000 units of the Model 2383
             within one year from the date of the Edmik
             Agreement. Edmik agrees to deliver to Systems its
             requirements when requested.

The most significant terms of the Econoline Manufacturing
Agreement are:

         (1) Purchase and Sale of Product.  Econoline will
             manufacture and sell the Model 2383 solely to
             Systems;

         (2) Specifications.  Any modifications to the
             specifications must be approved in writing by
             Systems prior to any implementation of changes; and

         (3) Volume Purchase Commitment; Volume Delivery
             Commitment.  Systems agrees to purchase from
             Econoline a total quantity of 10,000 units of the
             Model 2383 within one year.  Econoline agrees to
             deliver to Systems its requirements when requested.
             (Safety-Kleen Bankruptcy News, Issue No. 53;
             Bankruptcy Creditors' Service, Inc., 609/392-0900)


SHAW GROUP: Completes Tender Offer for $385 Million LYON Issue
--------------------------------------------------------------
The Shaw Group Inc. (NYSE: SGR) completed its tender offer,
announced on February 26, 2003, for $384.6 million aggregate
principal amount at maturity of its Liquid Yield Option(TM)
Notes due 2021 (Zero Coupon -- Senior).

The Offer expired at 4:15 p.m. Eastern time, on Wednesday, March
26, 2003.

Pursuant to Shaw's Offer, $689,003,000 aggregate principal
amount at maturity of LYONs were validly tendered and not
withdrawn prior to the expiration of the Offer. Shaw only
accepted for payment the offer amount stated in its offer to
purchase, equal to $384.6 million aggregate principal amount at
maturity of LYONs. In order to limit it's purchase of LYONs to
the stated offer amount in accordance with the modified Dutch
auction procedure described in Shaw's offer to purchase, Shaw
accepted for payment such LYONs that were validly tendered at or
below $645 per $1,000 principal amount at maturity on a pro rata
basis from among such tendered LYONs, with the purchase price
for all such LYONs accepted for payment equal to $645 per $1,000
principal amount at maturity. As a total of $554,432,000
aggregate principal amount at maturity of LYONs were validly
tendered at or below $645 per $1,000 principal amount at
maturity, for each holder of LYONs who validly tendered LYONs at
or below $645 per $1,000 principal amount at maturity, Shaw
purchased approximately 69% of such holder's LYONs validly
tendered at or below such price. Shaw paid the Depositary the
aggregate purchase price of $248,066,355 for the LYONs.

Credit Suisse First Boston LLC acted as dealer manager, and D.F.
King & Co., Inc. acted as the information agent in connection
with the Offer.

                           *   *   *

As reported in Troubled Company Reporter's March 5, 2003
edition, Standard & Poor's Ratings Services lowered its
corporate credit rating on Shaw Group Inc. to 'BB+' from 'BBB-'.
At the same time, Standard & Poor's assigned its 'BB' senior
unsecured rating to the engineering and construction firm's
proposed $250 million note offering due 2010. The notes are
expected to be filed under SEC Rule 144A with registration
rights. The ratings assume the timely syndication and completion
of the financing activities. Proceeds from the note offering are
expected to be used to purchase up to $384.6 million of the
firm's LYONs securities in a "Modified Dutch Auction," which
will run through March 26, 2003.

At November 30, 2002, Baton Rouge, Louisiana-based Shaw Group
had $531 million in debt outstanding on its balance sheet. The
outlook is now stable.


SHELBOURNE PROPERTIES: Selling Century Park For $29,750,000
-----------------------------------------------------------
Shelbourne Properties I, Inc. (Amex: HXD), and Shelbourne
Properties II, Inc. (Amex: HXE) (Shelbourne REITs) announced
that their joint venture entity, Century Park I Joint Venture,
has entered into a contract to sell its office complex property
located in San Diego, California commonly referred to as Century
Park for a purchase price of $29,750,000.

It is anticipated that the sale of this property will occur
during the second quarter of 2003. Pursuant to the terms of the
loan obtained by the Shelbourne REITs as well as Shelbourne
Properties III, Inc., $20,000,000 of the net proceeds will be
required to be paid to the lender to release the lien on the
property.

The Board of Directors and Shareholders of each of the
Shelbourne REITs has previously approved a plan of liquidation
for each REIT. The remaining properties (including Century Park)
owned by each of the Shelbourne REITs are as follows:

Shelbourne I -- a shopping center located in Towson, Maryland, a
50% ownership interest in an office building located in Seattle,
Washington, and the 50% ownership interest in Century Park.

Shelbourne II -- a shopping center located in Matthews, North
Carolina, an office building located in Richmond, Virginia, a
shopping center located in Melrose Park, Illinois that is
currently under contract for sale, a 20.66% interest in two
industrial buildings in the Columbus, Ohio area, a 50% ownership
interest in an office building located in Seattle, Washington,
and a 50% ownership interest in Century Park.

For additional information concerning the proposed liquidation
including information relating to the sale of Century Park
please contact John Driscoll at (617) 570-4609 and for
information with respect to the outstanding shares of the
Shelbourne REITs please contact Beverly Bergman at
(617) 570-4607.


SLATER STEEL: Gets Binding Commitment Letters for $250M Facility
----------------------------------------------------------------
Slater Steel Inc. obtained a commitment for a multi-year asset
based revolving facility of up to $200 million. The facility has
been underwritten by a leading asset based lender. Slater Steel
has also received a commitment for a multi-year $50 million term
facility from its existing lenders. The Company stated that,
under the term facility, no principal repayments will be
required during the first year of the facility. Mandatory
quarterly repayments of $2.5 million will commence thereafter.

In connection with providing the term facility, the lenders will
(subject to regulatory approval) receive on closing 1,511,489
common shares of Slater Steel (or 10% of the outstanding shares
of the Company). In addition, the term lenders will receive on
closing 5 year warrants to acquire 2,267,234 common shares (or
15% of the outstanding shares), half of which may be exercisable
on or after 12 months from the date of closing and the other
half 18 months after closing. If the term facility is repaid
within 12 months from the date of closing all such warrants will
be cancelled; and if repaid thereafter but within 18 months of
closing, half the warrants will be cancelled. The warrants
will have an exercise price equal to the lower of $1.79 (the
closing price of the common shares on March 31, 2003) and the
closing price on the date immediately prior to closing (subject
to regulatory requirements).

At the end of fiscal 2002, Slater Steel's net debt was $164.7
million and the Company's available facilities totaled $191.0
million. The $250 million in debt financing will be used to
repay the Company's existing bank facilities and execute its
business plan. Upon the completion of the refinancing, available
facilities will total $257 million.

The credit facilities are subject to usual conditions (including
the settlement of an intercreditor agreement between the asset
based lender and the Company's existing lenders) and are
expected to close in May 2003.

The term lenders have waived (i) any default of Slater Steel's
financial covenants under its existing credit agreement as at
March 31, 2003 and (ii) a principal repayment which would
otherwise have been due on March 31, 2003.

Slater Steel Inc. common shares are listed on The Toronto Stock
Exchange and trade under the symbol SSI. At December 31, 2002,
Slater Steel reported 15,114,895 common shares outstanding.

Slater Steel is a mini mill producer of specialty steel
products. The Company manufactures and markets bar and flat
rolled stainless steels, carbon and low alloy steel bar
products, vacuum arc and electro slag remelted steels, mold,
tool and die steels and hollow drill and solid mining steels.
The Company's mini mills are located in Fort Wayne, Indiana;
Lemont, Illinois; Hamilton and Welland, Ontario; and Sorel-
Tracy, Quebec.

                        *   *   *

As reported in Troubled Company Reporter's February 4, 2003
edition, Slater Steel Inc., announced that on
December 20, 2002 that it obtained a waiver of any default of
its financial covenants up to March 31, 2003, and was required
to secure binding commitments by January 31, 2003, to enable the
Company to repay a significant portion of its credit facilities.
The Company also said in December that it was in advanced
negotiations with lenders to secure an asset-based working
capital facility of not less than $200 million and a term
facility of $50 million.

Slater Steel's bankers waived the requirement that the Company
secure binding commitments for new credit facilities by
January 31, 2003 to allow it time to complete negotiations with
lenders. In waiving this condition, the bankers require that
Slater Steel deliver a binding commitment letter providing for a
refinancing of the Company's credit facilities by March 31,
2003.

The Company stated that it continues in advanced negotiations
with lenders regarding the refinancing of its debt and that it
intends to, and believes that it will, satisfy this requirement
by securing new facilities to repay outstanding debt, or by
restructuring its current credit agreement with its existing
bankers.


SOFAME TECH: Files BIA Proposal in Canada
-----------------------------------------
Sofame Technologies Inc. filed, as of last Friday, a proposal
with the official receiver in accordance with provisions of the
"Bankruptcy and Insolvency Act". Pursuant to the terms of such
proposal, the secured creditors of the Corporation would be
reimbursed according to the existing contracts or agreements to
be concluded. A fixed amount, minus the sums necessary to
reimburse the governmental creditors, the privileged creditors
and the costs of the proposal, would be used to reimburse the
unsecured creditors in part as of the final homologation of the
proposal and in part within the six months following the final
homologation of the proposal. A meeting of the creditors is to
be held on or about April 16, 2003 to vote on the proposal.

Sofame Technologies Inc. is a Montreal-based corporation doing
business in the direct contact water heating industry.

Sofame Technologies Inc. is listed on the TSX Venture Exchange
under the SDW symbol and the financial statements are filed on
SEDAR's website ( http://www.sedar.com).


SOLECTRON CORP: Intends to Cash-Out Notes Due in May 2020
---------------------------------------------------------
Solectron Corporation (NYSE: SLR), a leading provider of
electronics manufacturing and supply-chain services, said it
intends to use cash to meet any obligations to repurchase its
zero-coupon senior convertible notes due in May 2020.

Note holders have the right to require Solectron to repurchase
all or a portion of the notes they hold as of May 8, 2003. Under
the terms of the notes, Solectron is required to notify note
holders whether the company will pay the purchase price in cash,
Solectron common stock or a combination of cash and common
stock.

The procedures to be followed by holders electing to have their
notes repurchased are contained in a notice delivered to note
holders, including the Depository Trust Corporation, by U.S.
Bank National Association, the trustee for the notes. Solectron
notified the trustee that it intends to satisfy its repurchase
obligations solely with cash and not with common stock.

The accreted value of the notes outstanding as of Feb. 28 was
about $522 million.

Solectron ( http://www.solectron.com) provides a full range of
global manufacturing and supply-chain management services to the
world's premier high-tech electronics companies. Solectron's
offerings include new-product design and introduction services,
materials management, high-tech product manufacturing, and
product warranty and end-of-life support.

                           *   *   *

As previously reported, Standard & Poor's Ratings Services
lowered its corporate credit and senior unsecured debt ratings
on Solectron Corp., to 'BB-' from 'BB'. The subordinated debt
rating was lowered to 'B' from 'B+'.

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

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


SONTRA MEDICAL: Cash on Hand to Last Only Until June 30, 2003
-------------------------------------------------------------
Sontra Medical Corporation (Nasdaq SC: SONT) announced financial
results for the fourth quarter and fiscal year ended December
31, 2002.

For the three months ended December 31, 2002, the net loss
applicable to common shareholders was $1,408,000, or $.15 per
share, compared to a loss of $901,000, or $.35 per share, in the
same period in 2001. For the year ended December 31, 2002, the
net loss applicable to common shareholders was $4,304,000, or
$.70 per share, compared to a loss of $4,936,000, or $2.12 per
share, in the same period in 2001. The Company had $2,231,000 in
cash and cash equivalents as of December 30, 2002 with no
outstanding debt.

As described in more detail in the Company's most recent Annual
Report on Form 10-KSB, filed with the SEC, based on the
Company's current operating plan, its cash on hand at December
31, 2002 is expected to last only until June 30 2003. In their
report on the Company's audited consolidated financial
statements for the fiscal year ended December 31, 2002, the
Company's auditors have expressed substantial doubt about the
Company's ability to continue as a going concern. The Company is
actively seeking to procure additional financing to fund its
ongoing operations.

                  Product Development Update

Symphony Diabetes Management System

"During 2002 we made excellent progress furthering the
development of our Symphony Diabetes Management System for the
continuous non-invasive monitoring of glucose levels in diabetic
patients," stated Thomas W. Davison, the Company's President and
Chief Executive Officer. "We have completed the development of
beta versions of our SonoPrep hand-held ultrasonic skin
permeation device for the Symphony system that we expect to be
used by clinicians in our upcoming human clinical trials. In
addition, we also completed the development of alpha versions of
our glucose biosensor and meter which comprise the other key
components of the Symphony system. The Sonoprep device is used
to make the skin more permeable and facilitates the continuous
flow of glucose into the biosensor applied to the skin which
continuously transmits glucose readings once every second to the
glucose meter. We expect to complete a Phase 1 human clinical
study of the Symphony system in the second quarter of 2003. This
study should provide clinical validation for our technology and
will allow us to make further improvements to the system. We are
excited about the market opportunity for Symphony because we
believe that it addresses an unmet market need for a truly
continuous and non-invasive glucose monitor in the rapidly
growing home glucose testing market."

Transdermal Drug Delivery

An application of SonoPrep increases skin permeability 100 times
greater than untreated skin, thereby making it possible to
deliver large molecule drug transdermally. In addition, the
SonoPrep device can significantly accelerate the onset time of
action for existing transdermal and topically applied drugs
existing drugs, thereby expanding their clinical indications.
Sontra completed a forty -two (42) patient clinical study which
demonstrated that SonoPrep accelerated the onset of action of a
topically applied anesthetic from one hour to five minutes. The
Company is actively working to obtain 510(k) marketing clearance
from the Food and Drug Administration ("FDA") in 2003 for the
use of SonoPrep to enhance the delivery of a topical anesthetic.
If obtained, the Company would expect to commercially launch a
product for this application in 2004.

Electrophysiology testing

The SonoPrep device consistently reduces skin impedance to less
than 1,000 ohms and thus greatly improves electrical signals
obtained from electrophysiology tests. During 2003, Sontra hopes
to receive 510(k) marketing clearance from the FDA for the use
of SonoPrep in electrophysiology applications and expects to
commercially launch a product for this application in 2004.

       About Sontra Medical Corporation (www.sontra.com)

Sontra Medical Corporation (Nasdaq SmallCap: SONT) is the
pioneer of SonoPrep technology, a non-invasive ultrasound-
mediated skin permeation technology for medical and therapeutic
applications including transdermal diagnostics and the enhanced
delivery of drugs through the skin. Sontra's lead product in
development is its Symphony Diabetes Management System for the
continuous non-invasive monitoring of glucose levels in diabetic
patients. Other product development programs based on the
SonoPrep skin permeation technology include skin preparation to
improve electrophysiology tests, the enhanced transdermal
delivery of topically applied drugs and delivery of large
molecule injectable biopharmaceuticals.


SPIEGEL GROUP: Has Until May 18 to File Schedules & Statements
--------------------------------------------------------------
The Spiegel Group and its debtor-affiliates have filed a
consolidated list of creditors holding the 30 largest
consolidated unsecured claims.  But given the complexity and
diversity of their operations, the Debtors anticipate that they
will not be able to complete and file their list of equity
security holders, schedules of assets and liabilities, schedules
of executory contracts and unexpired leases, and statements of
financial affairs within the 15-day deadline imposed under Rule
1007(c) of the Federal Rules of Bankruptcy Procedure.

James L. Garrity, Jr., Esq., at Shearman & Sterling, in New
York, tells the Court that the Debtors need to compile
information from books, records and documents relating to many
affiliates and a  multitude of transactions to prepare the
required Schedules and Statements.  Because the collection of
the necessary information requires ample time and effort, the
Debtors expect to file their Schedules and Statements in the
prescribed formats within 60 days after the Petition Date.

Mr. Garrity reminds the Court that the Debtors may be granted
the extension consistent with and in application of Section 521
of the Bankruptcy Code and Bankruptcy Rule 1007(b).

Having taken into consideration the burdens already imposed on
the Debtors' management by the commencement of these Chapter 11
cases, Judge Blackshear extends the Debtors' deadline to
complete and file their Schedules and Statements, through and
including May 18, 2003. (Spiegel Bankruptcy News, Issue No. 3;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


SPIEGEL: Unable to File Form 10-K Pending Examiner's Report
-----------------------------------------------------------
Spiegel, Inc. announced that the filing of its Form 10-K for its
fiscal year ended December 28, 2002 with the Securities and
Exchange Commission has been delayed.

The company's outside auditors, KPMG LLP recently advised the
company that they would not be able to provide the company with
an audit opinion that would enable the company to file its 2002
Form 10-K in accordance with the SEC's rules and regulations
until they have had an opportunity to review and consider the
report of the independent examiner appointed under the terms of
the partial final judgment consented to by the company and
entered against the company on March 18, 2003, and as amended on
March 27, 2003 (the "SEC Judgment").

KPMG also advised the company that, similarly, they would not be
able to complete their review of any of the company's 2003
quarterly financial statements until they have reviewed and
considered the Independent Examiner's report. As a result,
Spiegel will be unable to file its 2002 Form 10-K and one or
more Form 10-Qs in compliance with SEC filing requirements.

As previously reported, the SEC Judgment, among other things,
requires the company to file timely reports with the SEC and
provides for the appointment of the Independent Examiner by the
court to review the company's financial records since January 1,
2000 and to provide a report to the court and other parties
within 120 days, discussing the company's financial condition
and identifying any material accounting irregularities. The
company has worked diligently to complete its 2002 Form 10-K,
which was due to be filed with the SEC on March 28, 2003. KPMG
began work on the fiscal year 2002 audit in late 2002. At the
time the company consented to the original SEC Judgment, the
company did not know that the terms of the SEC Judgment would
cause an impediment to the filing of its 2002 Form 10-K or
subsequent Form 10-Qs.

The company understands that KPMG believes that, assuming any
issues identified in the Independent Examiner's report are of a
type that can be quickly addressed, KPMG could be in a position
to issue their audit report on the company's 2002 financial
statements and complete their required reviews of any quarterly
financial statements, shortly after having an opportunity to
review and consider the report of the Independent Examiner. The
company is unable at this time to predict what the Independent
Examiner's report will conclude or whether these conclusions
will require any adjustments to the company's financial
statements.

As a result, the company notified the SEC of the impossibility,
as a practical matter, of filing its 2002 Form 10-K and one or
more Form 10-Qs in a timely manner as required by the SEC
Judgment. The company has filed with the court a motion for
clarification of the SEC Judgment to make clear that the company
and its officers, directors and employees are not now, and will
not be in the future, in contempt of the SEC Judgment as a
result of the company's inability to file its 2002 Form 10-K and
one or more Form 10-Qs with the SEC as required. The company
would petition the court if it is not able to file its 2002 Form
10-K and any past due Form 10-Qs within 90 days after the
Independent Examiner files his report with the court. The
company has undertaken that it will keep the public informed of
its financial condition and other material developments by
filing the following periodic reports on Form 8-K until such
time as the past due 2002 Form 10-K and any past due Form 10-Qs
are filed with the SEC:

-- Monthly sales reports for the company, along with any
   accompanying press releases.

-- All monthly financial statements that are filed by the
   company with the bankruptcy court.

-- Periodic reports covering any other material developments
   concerning the company.

The company is unable to predict the effect on it if the SEC
were to oppose the relief sought or the court denied the relief
requested, in whole or in part.

                    About The Company

The Spiegel Group (OTC Pink Sheets: SPGLA) is a leading
international specialty retailer marketing fashionable apparel
and home furnishings to customers through catalogs, 560
specialty retail and outlet stores, and e- commerce sites,
including eddiebauer.com, newport-news.com and spiegel.com. The
Spiegel Group's businesses include Eddie Bauer, Newport News,
Spiegel Catalog and First Consumers National Bank. The Company's
Class A Non-Voting Common Stock trades on the over-the-counter
market ("Pink Sheets") under the ticker symbol: SPGLA. Investor
relations information is available on The Spiegel Group Web site
at http://www.thespiegelgroup.com


SYSTEMONE TECHNOLOGIES: Balance Sheet Insolvency Stands at $42MM
----------------------------------------------------------------
SystemOne Technologies Inc. (OTC Bulletin Board: STEK) reported
its full year 2002 operating results. Revenues for the year
ended December 31, 2002 were $17,720,000 compared to revenues of
$17,045,000 in 2001. The Company generated a profit from
operations for the year ended December 31, 2002 of $3,778,000
compared with a profit from operations of $2,464,000 in 2001.
The Company's net income for the year ended December 31, 2002
was $972,000 compared with a net loss of $2,142,000 in 2001. The
Company's net loss attributable to common stock for the year
ended December 31, 2002 was $1,323,000, or a loss of 28 cents
per share, compared with a net loss of $4,195,000, or a loss of
88 cents per share, in 2001

Chief Executive Officer Paul I. Mansur stated, "We are pleased
to report that the Company's fiscal 2002 results represent
significant year to year improvement. Our results for 2002
reflect the effect of ongoing streamlining, productivity
improvements and the second successful year of our exclusive
marketing agreement with Safety-Kleen which has allowed us to
greatly reduce our operating expenses while increasing our
volume. Positioned as we now are with stabilized operations and
a 25% increase in the 2003 minimum purchase commitment under the
exclusive Safety-Kleen marketing agreement, we look forward to
continuing improvement in 2003."

As of December 31, 2002, the company's balance sheet shows a
total stockholders' deficit of about 42,045,483 compared to
$41,414,930 in 2001.

Founded in 1990, SystemOne Technologies designs, manufactures,
sells and supports a full range of self contained recycling
industrial parts washing products for use in the automotive,
aviation, marine and general industrial markets. The Company has
been awarded eleven patents for its products, which incorporate
environmentally friendly, proprietary resource recovery and
waste minimization technologies. The Company is headquartered in
Miami, Florida.


TEMBEC: Court Slaps Conviction & $14K Fine over EPA Violations
--------------------------------------------------------------
Tembec Inc., the operator of a sawmill near Mattawa, has been
fined a total of $14,000 after pleading guilty to replacing and
operating equipment that may discharge a contaminant into the
air without first obtaining a certificate of approval. The
company was also assessed a victim fine surcharge of $3,500.

Tembec Inc. was convicted of two charges under the Environmental
Protection Act. The company was fined $7,000 for replacing a
cyclone without obtaining a certificate of approval and a
further $7,000 for operating the cyclone without a certificate
of approval.

Justice of the Peace Gilles Lecouteur heard the case on
March 18, 2003 in Ontario Court of Justice in North Bay.


TOWER AUTOMOTIVE: S&P Affirms & Keeps Watch on Low-B Ratings
------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Tower
Automotive Inc. to negative from stable due to the expectation
that difficult industry conditions will delay improvement of the
company's financial profile. The 'BB' corporate credit rating on
the Grand Rapids, Michigan-based company was affirmed. Tower, a
supplier of automotive structural components and assemblies, has
total debt of about $855 million.

The company's ability to reduce its debt leverage during 2003
will be hindered by the expected decline in automotive
production. Ford Motor Co. (BBB/Negative/A-2), which accounts
for 38% of Tower's sales, has announced that it expects to
decrease vehicle production 17% during the second quarter of
2003 compared with last year, because of reduced auto sales. If
demand does not increase, additional production cuts may be
necessary. Reduced demand, combined with heavy capital spending
to support new product launches, are expected to result in
continued weak credit measures in 2003.

"If market weakness is prolonged, liquidity tightens, or
improvement of the company's credit profile is substantially
delayed, there is potential for a rating downgrade," said
Standard & Poor's credit analyst Martin King.

Tower has a healthy net new business backlog, totaling $900
million, which should result in stronger sales and earnings
beginning in 2004. Nevertheless, the anticipated reduction in
vehicle production and Tower's new product launch costs during
2003 are expected to result in lower operating earnings and
reduced cash flow generation during the next year. Capital
spending is currently high, at about $200 million per year to
support new programs, but it should taper off in 2004.


TRUMP ATLANTIC: S&P Ups Corporate & Senior Debt Ratings to CCC+
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
and senior secured debt ratings for Trump Atlantic City
Associates to 'CCC+' from 'CCC'.

In addition, Standard & Poor's removed the ratings from
CreditWatch where they were placed on March 12, 2003. The
outlook is stable. Total debt outstanding at Dec. 31, 2002, for
TAC was approximately $1.3 billion.

The ratings for TAC are linked to its affiliate, Trump Casino
Holdings LLC, given their common parent company, Trump Hotels &
Casino Resorts Holdings L.P. Despite covenants under each
individual entity's bond indentures that limit transactions with
affiliates, Standard & Poor's consolidated approach to its
ratings on the Trump companies reflects the common ownership and
that management decisions in the interest of the parent company
and shareholders may not always be fully aligned with the
interests of each individual entity. To this end, the ratings
for TAC have been restrained by the refinancing risk that
existed at its affiliates, most recently Trump Castle.

"The higher ratings for TAC reflect the improved financial
flexibility for the consolidated group of Trump companies with
the recent refinancing of near-term debt maturities at Trump
Castle, the good performance at Taj Mahal and Plaza that has
created EBITDA cushion against any initial impact from the
opening of Borgata in mid-2003, and Standard & Poor's assessment
that TAC will likely be able to meet debt service requirements
in the near term," said Standard & Poor's credit analyst Michael
Scerbo.


US AIRWAYS: Emerges From Chapter 11 with $1.24B Exit Financing
--------------------------------------------------------------
US Airways Group, Inc. and seven subsidiaries completed all
required transactions and satisfied all remaining conditions to
its reorganization plan, allowing the company to meet its March
31 target for fast-track emergence from Chapter 11 bankruptcy
protection.

US Airways also closed on exit facilities that provide the
company with $1.24 billion in liquidity, including a $240
million equity investment from the Retirement Systems of Alabama
Holdings LLC (RSA), and a $1 billion loan -- $900 million of
which is guaranteed by the Air Transportation Stabilization
Board (ATSB). The remaining $100 million of at risk funds are
provided by RSA ($75 million) and Bank of America N.A. ($25
million). All funds were received today. The company repaid RSA
$372 million owed on the debtor-in-possession facility, and also
paid RSA $9.4 million of administrative rent, and paid
structuring, loan syndication, collateral agent, loan
administration and professional fees and expenses totaling
approximately $48 million.

"We were able to complete this process due to the cooperation
and participation of our employees and other stakeholders, all
of whom have made enormous sacrifices, but have supported our
efforts to reposition the company for success," said David N.
Siegel, US Airways president and chief executive officer.
"Securing the $1.24 billion of added capital funds was critical
to boosting our liquidity, executing our business plan, and
weathering the very difficult operating environment that
airlines face due to the Iraqi war and general economic
weakness." Siegel said that in total, the completion of the
process involved more than 700 transactions related to contracts
and financing arrangements governing all aspects of operations
for US Airways Group, Inc.

In addition, US Airways announced that it has entered into a
five and one- half year agreement with Bank of America to
process the company's credit card transactions, effective May
15, 2003, upon the termination of its current agreement with
National Processing Corp.

On another matter, Siegel said that US Airways continues to
negotiate with both Embraer and Bombardier for regional jets and
anticipates placing a significant order in the near future. US
Airways' new regional airline division, MidAtlantic Airways,
should start taking delivery of regional jets in the fall of
2003 and begin operations in the fourth quarter of 2003.

Continuing to feel the impact of the Iraqi war, the company has
informed Allegheny County authorities that it has set an
effective rejection date of Jan. 5, 2004, to complete the
renegotiation of leases at Pittsburgh International Airport and
related facilities. Consequently, the existing leases were not
assumed. "As the industry continues to restructure and the focus
of our operations at Pittsburgh shifts to accommodate more
regional jets, we need the flexibility of renegotiating our
leases at that airport and the broader campus of buildings,"
said Siegel. "We have had a strong relationship with the
Pittsburgh community and, as I expressed to political leaders,
we will be working closely with them to find ways to reduce our
operating costs and utilize our facilities to best suit our
business plan and operational needs. Allegheny County Chief
Executive Jim Roddey has long been a US Airways supporter and we
look forward to working with him to find a mutually beneficial
solution."

Consistent with the plan of reorganization confirmed by the U.S.
Bankruptcy Court on March 18, 2003, the company's prior common
stock has been cancelled. New restricted stock is being
distributed in accordance with post- petition agreements. In
exchange for its $240 million investment, RSA holds the lead
investor position in the company with a 36.6 percent stake (on a
fully diluted basis). The remaining stock will be divided as
follows: Air Line Pilots Association (19.3 percent); other
employees (10.8 percent); Unsecured Creditors (10.5 percent);
ATSB (10.0 percent); management (7.8 percent); and General
Electric (5.0 percent). US Airways will be listed on a public
stock exchange, but those details were not disclosed, pending
the completion of listing requirements and the distribution of
unrestricted stock.

Also in conjunction with emergence, the company's previous Board
of Directors was succeeded by a new Board of Directors selected
under the reorganization plan. The new board members are: Dr.
David G. Bronner, David N. Siegel, Morton Bahr, Rono J. Dutta,
Cheryl Gruetzmacher Gordon, Perry Hayes, Robert L. Johnson,
Bruce R. Lakefield, Joseph J. Mantineo, John McKenna, Hans
Mirka, William D. Pollock, James M. Simon Jr., Raymond W. Smith
and William T. Stephens.

Siegel expressed his appreciation to US Airways employees for
their sacrifices, as well as the consistently outstanding
customer service they delivered during the restructuring
process. "The effort of our employees has been nothing short of
phenomenal. I truly believe that our customers and the general
public have been rooting for us to succeed, and that groundswell
of public support was generated in large part by the
professionalism and dedication of our employees," said Siegel.
"Now that we have concluded this very difficult process, I look
forward to working together with our employees to rebuild our
airline."

Siegel added that while US Airways is emerging as a much more
competitive and financially stronger company, he remains
concerned about the economy and the impact of the Iraqi war on
the airline industry. "We have taken very difficult -- some
would even say impossible steps -- to restructure our company
and lower our costs. But government imposed costs continue to
strangle this industry, and the war's direct impact has been
substantial. I am very hopeful that Congress will respond with
appropriate relief for the losses airlines are suffering because
of the war and more stringent security requirements," he said.

The term of the ATSB guaranteed loan facility is six and one-
half years, with repayment over the final three years of the
loan. In total, US Airways has achieved cash savings projected
to average $1.9 billion per year. All labor agreements extend
through Dec. 31, 2008, and will result in annual cost reductions
of $1.0 billion. Savings from renegotiated aircraft debt and
leases will save an additional $500 million per year through
2009, and the company expects to realize savings of $400 million
per year from vendor renegotiations, management concessions, and
process re-engineering efforts. Its cost per available seat mile
(CASM) target (domestic stage length adjusted) is forecast to be
approximately 10.5 cents for 2003 and an estimated 9.9 cents on
a "steady-state basis," down from the 12.2 cents for the first
half of 2002 (prior to the company's restructuring). Through its
restructuring, the company has eliminated more than $2.8 billion
of its $8.4 billion of pre-petition aircraft debt and lease
obligations.

US Airways is the nation's seventh-largest airline and the
largest air carrier in the eastern U.S. It flies to nearly 200
cities in the U.S., Canada, Mexico, Europe and the Caribbean,
with hubs in Charlotte, Philadelphia and Pittsburgh, and
significant operations at Boston Logan, New York LaGuardia and
Washington Reagan National Airport.

US Air Inc.'s 10.375% ETCs due 2013 (UAWG13USR2) are presently
trading at 10 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=UAWG13USR2
for real-time bond pricing.


US STEEL: Settles Illinois Asbestos Liability Case
--------------------------------------------------
United States Steel Corporation (NYSE: X) reached a settlement
in a case in which a Madison County, Illinois, state court jury
on March 28 returned a verdict against the company of $250
million, which included $50 million in compensatory damages and
$200 million in punitive damages.  The asbestos liability case
involved a former employee at the company's Gary Works plant in
Indiana.  Terms of the settlement were not disclosed; however,
the total amount of the settlement was substantially less than
the compensatory damages award.

                        *   *   *

As previously reported, Fitch Ratings has assigned a 'B+' rating
to U.S. Steel's Series B mandatory convertible preferred stock,
which is consistent with current ratings ('BB' for senior
unsecured, 'BB+' for secured bank debt). All ratings remain on
Rating Watch Negative following the company's bid for certain
assets of National Steel. The company has stated that proceeds
from the preferred offering will be used for general corporate
purposes, including funding working capital, financing potential
acquisitions, debt reduction and voluntary contributions to its
employee benefit plans. If the company was successful in
acquiring the assets of National Steel, the proceeds may be used
to finance a portion of the purchase price. The preferred stock
is not being issued to recapitalize the company.


WESCO DISTRIBUTION: BB- Credit Rating Placed on Watch Negative
--------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB-' corporate
credit rating on WESCO Distribution Inc. on CreditWatch with
negative implications. Continued weakness in WESCO's industrial,
building construction, and electric utility markets has more
than offset management's efforts to restructure operations to
improve operating performance.

Pittsburgh, Pennsylvania-based WESCO is the second largest
competitor in the very large but fragmented U.S. electrical
equipment wholesale distribution industry.

The timing of a turnaround of the industrial economy, which has
been soft since mid-2000, is uncertain "If it appears that
credit measures will be depressed for an extended period,
ratings will be lowered," said Standard & Poor's credit analyst
Daniel Di Senso.

Standard & Poor's will review with management the near-to-
intermediate term outlook for WESCO's important end-markets, and
the company's plans to improve operating performance, before
taking a rating action.


WESTAR: S&P's Low-B Ratings Unaffected Over Reported Annual Loss
----------------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings on
Westar Energy Inc. (BB+/Developing/--) and subsidiary Kansas Gas
& Electric Co. (BB+/Developing/--) would not be affected by the
company's announcement of an annual loss of $793.4 million in
2002. The bulk of this charge had already been recorded in the
first quarter of 2002 and relates to valuation adjustments for
the impairment of goodwill and other intangible assets
associated with 88%-owned Protection One Alarm Monitoring Inc.,
Westar Energy's monitored security business. About $116 million
of the charge reflects additional adjustments for impairment of
goodwill taken in the fourth quarter. This charge was expected
because the company had previously announced its intention to
divest Protection One. The credit outlook is developing,
indicating that ratings may be raised, lowered, or affirmed.
Upward ratings potential is solely related to the Kansas
Corporation Commission's approval of Westar Energy's plan to
reduce its onerous debt burden and become a pure-play utility,
as well as successful implementation of Westar Energy's proposed
transactions. Downside ratings momentum recognizes the company's
frail financial condition coupled with execution risk of the
plan, including possible KCC rejection of the plan.


WINSTAR: Ch. 7 Trustee Gets OK to Tap Mark Peterson as Counsel
--------------------------------------------------------------
Chapter 7 Trustee Christine C. Shubert of Winstar
Communications, Inc., and its debtor-affiliates sought and
obtained the Court's authority to employ the Law Office of R.
Mark Petersen, Esq., as co-counsel nunc pro tunc to January 1,
2003.

As co-counsel, Petersen will:

  A. file the appropriate papers to have Kaye Scholer admitted
     pro hac vice and substituted as lead counsel in connection
     with the Appeal;

  B. monitor the status of the Appeal;

  C. make appearances on the Trustee's behalf in connection with
     the Appeal in the event that Kaye Scholer attorneys cannot
     attend; and

  D. perform other services as the Trustee will require as
     co-counsel to Kaye Scholer in connection with the Appeal.

Petersen intends to apply for compensation of professional
services rendered in connection with the Appeal and for
reimbursement of actual and necessary expenses incurred, in
accordance with the applicable provisions of the Bankruptcy
Code, the Bankruptcy Rules, and the Local Rules and orders of
this Court.  The attorneys presently designated to represent the
Trustee and their current standard hourly rates are:

       R. Mark Peterson                $180
       Michelle M. Hansen              $160

Petersen understands that its fees and expenses in these Chapter
7 cases will be subject to the requirements set forth in
Sections 330 and 331 of the Bankruptcy Code, the applicable
Bankruptcy Rules, and the Local Rules and orders of this Court.
Bankruptcy News, Issue No. 40; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


WORLDCOM INC: Deutsche Bank Discloses 6.16% Equity Stake
--------------------------------------------------------
Deutsche Bank AG, an investment adviser registered under Section
203 of the Investment Advisers Act of 1940, discloses in a
Securities and Exchange Commission filing dated March 13, 2003
that it is deemed to be the beneficial owner of 7,327,783 shares
or 6.16% of MCI Group Common Stock, $0.01 par value, believed to
be outstanding. (Worldcom Bankruptcy News, Issue No. 22;
Bankruptcy Creditors' Service, Inc., 609/392-0900)

DebtTraders reports that Worldcom Inc.'s 7.375% Bond Due 2006
(WCOE06USA1) are trading between 26 and 27. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=WCOE06USA1
for real-time bond pricing.


WORLDPORT COMMUNICATIONS: Reports Fiscal Year 2002 Losses
---------------------------------------------------------
Worldport Communications, Inc. (OTCBB:WRDP) announced its
financial results for the fiscal year of 2002.

As previously announced, the Company ceased all active business
operations in early 2002. Therefore, the Company's historical
results will not be indicative of future performance. The
results of exited operations have been classified as
discontinued.

The Company reported a net loss for the year ended December 31,
2002 of $0.2 million, or $0.01 loss per share, as compared to a
net loss of $121.6 million, or $3.25 loss per share, for the
prior year. Continuing operations generated losses of $1.7
million and $2.4 million in 2002 and 2001, respectively.
Discontinued operations generated income of $1.5 million in
2002, as compared to a loss of $121.1 million in 2001. The
income from discontinued operations recognized in 2002 resulted
from the reversal of certain charges taken in 2001. Included in
the loss from discontinued operations in 2001 were restructuring
charges of $101.5 million associated with the shut down and/or
sale of the Company's operations. These charges consisted of an
$84.8 million asset impairment charge to write down certain
long-lived assets to their expected net realizable value,
facility exit costs of $9.3 million, bandwidth contract
termination costs of $4.7 million, severance of $1.3 million,
and other related costs of $1.4 million. Additionally, the
Company recognized a gain on the disposal of discontinued
operations of $1.8 million in 2001.

As previously announced, on March 7, 2003, the Company
repurchased approximately 99% of its outstanding preferred stock
from The Heico Companies, LLC. The shares were repurchased for
$67.4 million, which represents the aggregate liquidation
preference of the purchased shares, including a 7% dividend
that, under the terms of the preferred stock, must be paid
before any distributions on, or purchase of, the Company's
common stock. The Company has made a similar purchase offer to
the three remaining preferred stockholders, the aggregate
purchase price of which is $0.2 million. Worldport has retired
the stock it has repurchased from Heico. A lawsuit relating to
the repurchase of the preferred stock from Heico has been filed
against the Company, its current directors and Heico alleging
breach of fiduciary duty. The Company is still evaluating this
claim and has not yet made a determination as to the merits of
this case. The Company intends to vigorously contest the
allegations.

After the preferred stock repurchase transaction, the Company
now has approximately $49.6 million in cash, cash equivalents
and marketable securities as of March 25, 2003. The Company's
cash equivalents currently consist of highly rated money market
funds.

The Company currently has outstanding a cash tender offer for
all of its outstanding common stock (OTC: WRDP) at an offer
price of $0.50 per share. The offer and withdrawal rights will
expire at 5:00 p.m., New York City time, on Friday, April 4,
2003. The tender offer is not conditioned upon any minimum
number of shares being offered. However, the tender offer is
subject to certain other conditions set forth in the Offer to
Purchase dated March 7, 2003 and the related Letter of
Transmittal. The Company has been informed that neither The
Heico Companies LLC nor J O Hambro Capital Management nor
certain other stockholders, who in aggregate own approximately
45% of the Company's common stock, would sell their shares
pursuant to the Company's tender offer.

Notwithstanding the outstanding tender offer, the Company will
continue to evaluate potential strategies including acquiring a
new operating business or businesses or liquidating the Company.
The Company has not identified a specific industry on which it
intends to focus and has no present plans, proposals,
arrangements or understandings with respect to the acquisition
of any specific business.


XO COMMS: Fitch Withdraws Sr. Debt Ratings after Plan Completion
----------------------------------------------------------------
Fitch Ratings upgraded the senior secured debt ratings of XO
Communications to 'CCC-' from 'C'. Likewise, Fitch withdraws all
senior secured and unsecured ratings of XO.

This rating action is the result of XO's completion of its
reorganization plan, which was approved by the bankruptcy court
on January 16, 2003. As a result of this reorganization plan,
indebtedness at the company decreases from $5.1 billion to $500
million, represented by a secured credit facility. As of
December 31, 2002, XO had approximately $561 million of cash and
marketable securities, which the company estimates can provide
the necessary operational funding until breakeven free cash
flow. The rating of XO is based on public information. With the
rating withdrawal, Fitch will no longer be providing financial
analysis on this company


* William Weintraub Inducted as American Coll. of Bankr. Fellow
---------------------------------------------------------------
The American College of Bankruptcy welcomed William P.
Weintraub, name partner of Pachulski, Stang, Ziehl, Young, Jones
& Weintraub P.C., into its membership when the Fourteenth Class
of 2003 was inducted at a ceremony in the Great Hall of the
Supreme Court of the United States on March 28, 2003.

In recognition of his nearly 25 years of distinguished legal
experience, Mr. Weintraub was invited to join fellow firm
partner Richard Pachulski in The American College of
Bankruptcy's membership.  After beginning his career with Weil
Gotshal & Manges and further developing his bankruptcy expertise
at another leading firm, San Francisco-based Murphy, Weir &
Butler, Mr. Weintraub opened the San Francisco office of what
was then Pachulski, Stang, Ziehl & Young in 1996.  Under his
guidance, the San Francisco office has grown to now include 17
lawyers, including six shareholders.  Mr. Weintraub recently
moved to New York in order to grow and expand the firm's New
York office with senior shareholder Robert Feinstein.

Throughout his tenure at Pachulski, Stang, Mr. Weintraub has
served as lead counsel on several of the firm's largest cases.
He was lead debtor's counsel in the TriValley and AgriBioTech
cases.  He also headed the firm's co-representation of Official
Bondholders' Committee in the Excite@Home case, and he and Mr.
Feinstein currently represent the Official Creditors' Committee
in the Agway case.  Mr. Weintraub was also named one of the Best
Lawyers in America from 1995-2002.

"Bill Weintraub is an essential member of our executive team at
Pachulski, Stang and he is widely recognized as a leading
practitioner in the bankruptcy arena," said the firm's co-
founder Richard Pachulski.  "The American College of
Bankruptcy's recognition of Bill is well deserved and the firm
is extremely honored."

Mr. Weintraub joins 44 other inductees from the United States
and abroad who are being inducted as the Fourteenth Class of
College Fellows.  All are being honored and recognized for their
professional excellence and their exceptional contributions to
the fields of bankruptcy and insolvency.

The American College of Bankruptcy is an honorary professional
and educational association of bankruptcy and insolvency
professionals.  The College plays an important role in
sustaining professional excellence in the rapidly expanding
field.  College Fellows include commercial and consumer
bankruptcy attorneys, insolvency accountants, corporate
turnaround and renewal specialists, law professors, judges,
government officials and others involved in the bankruptcy and
insolvency community.

Nominees for Fellows are extended an invitation to join based on
a record of achievement reflecting the highest standards of
professionalism.  The College now has approximately 567 Fellows,
each selected by a Board of Regents from among recommendations
of the Circuit of Admissions Council in each federal judicial
circuit and specially appointed Committees for Judicial and
Foreign Fellows.

Criteria for selection include: the highest professional
qualifications, ethical standards, character, integrity,
professional expertise and leadership in contributing to the
enhancement of bankruptcy and insolvency law and practice;
sustained evidence of scholarship, teaching, lecturing or
writing on bankruptcy or insolvency; and commitment to elevate
knowledge and understanding of the profession and public respect
for the practice.

Headquartered in Los Angeles, Pachulski, Stang, Ziehl, Young,
Jones & Weintraub P.C. -- http://www.pszyjw.com-- numbers 80
attorneys.  The firm was founded in 1983 and Mr. Weintraub
opened its San Francisco office in 1996. Its Wilmington office
was founded by Laura Davis Jones in 2000, and its New York
office was founded by Mr. Feinstein in 2001.


* Meetings, Conferences and Seminars
------------------------------------
March 20-21, 2003
   AMERICAN CONFERENCE INSTITUTE
      Outsourcing In Financial Services
         Marriott East Side, New York
            Contact: 1-888-224-2480 or 1-877-927-1563
                         http://www.americanconference.com

March 26, 2003
   NEW YORK INSTITUTE OF CREDIT
      Asset-Based Lending Luncheon
         Contact: 212-629-8686; fax 212-629-7788;
            info@nyic.org

March 27-28, 2003
   FINANCIAL RESEARCH ASSOCIATES
      Commercial Loan Workout Techniques
         New York Helmsley Hotel, New York City, NY
            Contact: 1-800-280-8440 or http://www.frallc.com

March 27-30, 2003
   NORTON INSTITUTES ON BANKRUPTCY LAW
      Litigation Institute II
         Flamingo Hilton, Las Vegas, Nevada
            Contact: 1-770-535-7722
                         or http://www.nortoninstitutes.org

March 31 - April 01, 2003
   RENAISSANCE AMERICAN MANAGEMENT, INC. & BEARD GROUP
      Healthcare Transactions: Successful Strategies for
Mergers,
         Acquisitions, Divestitures and Restructurings
            The Fairmont Hotel Chicago
               Contact: 1-800-726-2524 or fax 903-592-5168 or
ram@ballistic.com

April 10-11, 2003
   AMERICAN CONFERENCE INSTITUTE
      Predaotry Lending
         The Westin Grand Bohemian, Florida
            Contact: 1-888-224-2480 or 1-877-927-1563
               http://www.americanconference.com

April 10-13, 2003
   AMERICAN BANKRUPTCY INSTITUTE
      Annual Spring Meeting
         Grand Hyatt, Washington, D.C.
            Contact: 1-703-739-0800 or http://www.abiworld.org

April 28-29, 2003
   AMERICAN CONFERENCE INSTITUTE
      Credit Derivatives
         Waldorf Astoria, New York
            Contact: 1-888-224-2480 or 1-877-927-1563
                         http://www.americanconference.com

April 29, 2003
   NEW YORK INSTITUTE OF CREDIT
      Corporate Governance Luncheon
         Contact: 212-629-8686; fax 212-629-7788;
            info@nyic.org

May 1-3, 2003
   ALI-ABA
      Chapter 11 Business Organizations
         New Orleans
            Contact: 1-800-CLE-NEWS or http://www.ali-aba.org

May 8-10, 2003
   ALI-ABA
      Fundamentals of Bankruptcy Law
         Seattle
            Contact: 1-800-CLE-NEWS or http://www.ali-aba.org

May 14, 2003
   NEW YORK INSTITUTE OF CREDIT
      Factoring Panel Luncheon
         Contact: 212-629-8686; fax 212-629-7788;
            info@nyic.org

June 4, 2003
   NEW YORK INSTITUTE OF CREDIT
      24th Credit Smorgasbord
         Contact: 212-629-8686; fax 212-629-7788;
            info@nyic.org

June 19-20, 2003
   RENAISSANCE AMERICAN MANAGEMENT, INC. & BEARD GROUP
      Corporate Reorganizations: Successful Strategies for
Restructuring
        Troubled Companies
           The Fairmont Hotel Chicago
              Contact: 1-800-726-2524 or fax 903-592-5168 or
ram@ballistic.com

June 26-29, 2003
   NORTON INSTITUTES ON BANKRUPTCY LAW
      Western Mountains, Advanced Bankruptcy Law
         Jackson Lake Lodge, Jackson Hole, Wyoming
            Contact: 1-770-535-7722
                         or http://www.nortoninstitutes.org

July 10-12, 2003
   ALI-ABA
      Partnerships, LLCs, and LLPs: Uniform Acts, Taxation,
Drafting,
         Securities, and Bankruptcy
            Eldorado Hotel, Santa Fe, New Mexico
               Contact: 1-800-CLE-NEWS or http://www.ali-aba.org

December 3-7, 2003
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         La Quinta, La Quinta, California
            Contact: 1-703-739-0800 or http://www.abiworld.org

April 15-18, 2004
   AMERICAN BANKRUPTCY INSTITUTE
      Annual Spring Meeting
         J.W. Marriott, Washington, D.C.
            Contact: 1-703-739-0800 or http://www.abiworld.org

December 2-4, 2004
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Marriott's Camelback Inn, Scottsdale, AZ
            Contact: 1-703-739-0800 or http://www.abiworld.org


The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday.  Submissions via
e-mail to conferences@bankrupt.com are encouraged.

                          *********

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

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

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

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

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

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

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

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

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

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

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

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