TCR_Public/030407.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

               Monday, April 7, 2003, Vol. 7, No. 68

                           Headlines

ABITIBI-CONSOLIDATED: Expands Mills to Make Value-Added Products
ADELPHIA COMMS: Obtains Approval for Employee Severance Plan
AHOLD: Intends to Divest Certain South American Operations
AIR CANADA: NAV CANADA Discloses $44 Million Exposure
AIR CANADA: Sets the Record Straight re Pension Plans

AIR CANADA: CUPE Calls for Federal Action on Airline's Crisis
AIR CANADA: Dave Ritchie Says Milton is Author of Airline Mess
AIR CANADA: CIT Discloses US$80-Million Exposure in Aircraft
AMERICAN ARCHITECTURAL: Atrium Acquires Assets of Danvid Unit
AMERICAN GREETINGS: Q4 & Fiscal 2003 Results Show Improvement

AMERICAN TRANS: Fitch Junks Series 1996-1 Class C Notes at CCC+
AMR CORP.: Asks Employees, Lessors & Creditors to take Equity
ATLAS AIR: Fitch Hatchets Various EETCs to Lower-B & Junk Levels
ATTALA GENERATING: S&P Withdraws C Note Rating at Co.'s Request
AVIANCA: Wants More Time to File Schedules & Statements

BIG CITY RADIO: Closes Sale of 4 NY Radio Stations to Nassau
BIONOVA: Default Under Credit Pact Likely if Debt Workout Fails
BOMBARDIER INC: Initiates Restructuring to Bolster Balance Sheet
CANWEST GLOBAL: Closes $200-Mill. Sr. Unsecured Debt Offering
CHILDTIME LEARNING: Shareholders Approve Amendment to Charter

CLAYTON HOMES: Fitch Puts Low-B Ratings on Rating Watch Positive
CONSOLIDATED FREIGHTWAYS: Places Tucson Facility Up for Sale
CONSOLIDATED FREIGHTWAYS: Selling Wichita Property for $525,000
CONSOLIDATED FREIGHTWAYS: Selling St. Louis Facility for $2.4MM
CONSOLIDATED FREIGHTWAYS: Plans to Auction Kennewick Property

CONSOLIDATED FREIGHTWAYS: Selling Eau Claire Assets at Auction
CONSOLIDATED FREIGHTWAYS: Selling Irwindale Facility for $2 Mil.
CONSOLIDATED FREIGHTWAYS: Selling Indianapolis Assets for $4.5MM
CONSOLIDATED FREIGHTWAYS: Hutchison Facility Up for Sale
CONSOLIDATED FREIGHTWAYS: Selling El Paso Facility for $2.4 Mil.

CORRECTIONS CORP: S&P Rates Unsecured/Subordinated Debt at B/B-
CORRPRO COMPANIES: Sells Rohrback Cosasco Systems Subsidiary
DELTA AIR: CEO Mullin Voluntarily Reduces Compensation by $9.1MM
DIRECTV LATIN: Wants to Pull Plug on Music Choice Contract
ENRON: Court Agrees to Execution of PGE Option Termination Deal

ENVIRONMENTAL SOLUTIONS: Auditors Express Going Concern Doubt
EROOMSYSTEM TECH.: Commences Trading on OTCBB Effective April 4
FIBERCORE: Moving Forward with Restructuring to Ease Liquidity
FLEMING COMPANIES: NYSE Halts Trading of Company's Common Stock
FURR'S RESTAURANT: Files Chapter 11 Plan & Disclosure Statement

GENUITY INC: Seeks Court's Blessing for J.P. Morgan Stipulation
GLOBAL CROSSING: Wants Go-Signal for EPIK Settlement Agreement
GOODYEAR TIRE: Red Ink Continues to Flow in Fourth Quarter 2002
HAWAIIAN AIRLINES: Brings-In Akin Gump as Bankruptcy Counsel
HAYES: Hayes Wheels, et al, Demands Payment of $24M Admin. Claim

HUNTSMAN: S&P Affirms B+ Credit Rating Due to Planned Offering
INSILCO: Earns Regulatory Nod for No-Action Position Request
INT'L WIRE: S&P Junks Credit Rating over End-Market Weakness
KAISER ALUMINUM: Judge Fitzgerald Fixes May 15 Claims Bar Date
KMART CORP: Fleming Demands Allowance of $30-Mill. Admin. Claim

KRAFT FOODS: Can't Sell Commercial Paper & Taps Credit Lines
LERNOUT & HAUSPIE: Wants to Pay Employees & Belgian Taxes
MAGELLAN HEALTH: Intends to Reject 26 Leases & 7 Subleases
MERRILL LYNCH MORTGAGE: S&P Hatchets Ratings on 4 Note Classes
MESA AIR GROUP: Applauds US Airways' Emergence from Bankruptcy

NAT'L CENTURY: NPF VI Subcommittee Hire Two Law Firms
NATIONSRENT: Secures Approval of Case Credit & New Holland Pacts
NORTHWESTERN: BB+ Rating on Watch Neg. After $880-Mil Write-Off
OREGON STEEL: Market Weakness Prompts S&P's to Cut Rating to B+
OWENS CORNING: Overview of Amended Plan of Reorganization

PACIFIC GAS: Wants to Repay 13 Calpine Generator Proj. Advances
PCD: Hires Adams Harkness to Assist in Industrial/Avionics Sale
PHILIP MORRIS: Appeals $12 Billion Judgment Bonding Requirement
PHILIP MORRIS: Plaintiffs Defend $12 Billion Bonding Requirement
POLAROID CORP: Files Second Amended Plan & Disclosure Statement

PRUDENTIAL STRUCTURED: S&P Keeps Watch on 4 Low-B-Rated Classes
SPEIZMAN: SouthTrust Agrees to Forbear Until Year-End -- Again
SPIEGEL: Wants to Continue Alvarez's Engagement as Consultant
TIMMINCO LTD: Closes $6.6-Million Private Placement Transaction
TEXAS IND.: Poor Financial Performance Prompts BB- Credit Rating

TRENWICK: Fitch Drops Long-Term & Senior Debt Rating to D
UNITED AIRLINES: Dynegy Wants Assurance & Demands Admin. Payment
U.S. PLASTIC LUMBER: NASDAQ Extends Compliance Period to May 12
VENTAS INC: IRS Completes Tax Audit & Reports Favorable Results
VENTURE HLDGS.: S&P Further Drops Corporate Credit Rating to D

VISKASE COS.: Emerges from Prepackaged Bankruptcy Proceeding
WARNACO GROUP: Settles Claims Dispute with Shoreline Computers
WORLD HEART: Completes CDN$1.6-Million Equity Private Placement
W.R. GRACE: Plan Filing Exclusivity Further Extended to August 1

* BOND PRICING: For the week of April 7 - 11, 2003

                           *********

ABITIBI-CONSOLIDATED: Expands Mills to Make Value-Added Products
----------------------------------------------------------------
Abitibi-Consolidated Inc., (NYSE: ABY, TSX: A) announced an
investment of $5 million to convert Saint-Prime sawmill and
expand La Dore mill, both mills are located in the Lac-Saint-
Jean region of Quebec.

"This investment is consistent with the Company's strategy to
add value to our wood products through secondary processing,"
commented Louis-Marie Bouchard, Senior Vice-President, Woodlands
and Sawmill Operations.

This investment will lead to the creation of 45 new jobs and
preserve some 30 others, which had become threatened by
difficult market conditions related to the softwood lumber
dispute with the U.S.

                        Saint-Prime Mill

The Saint-Prime mill will be converted to the production of
bedframe components and utility planking as of June 2003. Annual
production capacity will be in the order of 21 million board
feet (fbm).

"One of our priorities was to find a new direction for the
Saint-Prime mill, which otherwise would have eventually closed
for good," continued Mr. Bouchard. Saint-Prime will hold on to
its 45 current jobs, and 15 new positions will be created once
the mill ramps up to full capacity. Investments totaling $1.5
million will be required to acquire new equipment and
reconfigure the manufacturing process.

                         La Dore Mill

An entire new jointing section with annual capacity of 20
million fbm will be added to the existing facility. The Company
will invest $3.5 million in infrastructure and production
equipment, thus adding 30 new jobs to the current 160. The
finger-jointed lumber produced at the facility will be
destined for wholesales retailers.

"These investments will put us in a better position to meet
increasing consumer demand," commented Yves Laflamme, Vice-
President, Sales and Marketing, Wood Products.

Abitibi-Consolidated is the second-largest manufacturer of
bedframe components in North America with annual production
capacity totaling 6 million units.

Abitibi-Consolidated, whose debentures were assigned a Ba1
rating bu Moody's Investors Service, is a global leader in
newsprint, uncoated groundwood papers and lumber. We are a team
of 16,000 people supplying newspapers, publishers, commercial
printers, retailers, cataloguers and builders in more than 70
countries from 27 paper mills, 22 sawmills, 1 engineering wood
and 2 remanufacturing facilities in Canada, the U.S., the U.K.,
South Korea, China and Thailand. The company also operates 10
recycling centers.

In November 2002, Moody's cut its rating on the Company's
outstanding debentures to Ba1.  Abitibi is also party to a
C$541,875,000 credit facility arranged by Citicorp, Scotiabank
and CIBC maturing on December 18, 2003.


ADELPHIA COMMS: Obtains Approval for Employee Severance Plan
------------------------------------------------------------
Adelphia Communications sought and obtained the Court's
authority pursuant to Sections 105(a) and 363(b)(1) of the
Bankruptcy Code to establish an employee severance plan to
assist in ensuring that their employees continue to provide
essential management and operational services during these
Chapter 11 cases.

The Severance Plan provides for varying amounts of severance
payments for certain employees that are or were recently
terminated through no fault of their own as a result of:

      -- a reduction in force due to lack of work or for other
         business reasons; or

      -- a determination by management that, due to business
         reasons, an employee's performance or contribution to
         the business does not meet the needs of the business.

Except as set forth in the Severance Plan, the entitlement
provisions of the Severance Plan supersede all prior
entitlements to severance payable under any and all severance
arrangements, plans and polices of the Debtors, including any
and all prepetition plans.

The proposed Severance Plan would provide certain Employees
certain benefits if they are terminated by the Debtors through
no fault of their own.  However, a Participant will not be
eligible for Severance Pay if the Participant:

    -- fails to perform his or her assigned duties satisfactorily
       through the designated date of termination;

    -- fails to cooperate with the Debtors, those acting on its
       behalf, or governmental authorities in connection with any
       special investigation conducted by the Debtors or any
       government investigation;

    -- is involuntarily terminated for Cause;

    -- fails or refuses to return all of the Debtors' property or
       fails to settle all expenses and other financial
       obligations;

    -- resigns or otherwise voluntarily terminates his or her
       employment with the Debtors;

    -- is temporarily laid-off or furloughed;

    -- is offered a Comparable Position within the Debtors in
       lieu of termination, but fails or refuses to accept it;

    -- is terminated by the Debtors in connection with a sale or
       transfer of all or part of the assets, and the employee's
       employment continues with the buyer or transferee company
       following the effective date of the transaction;

    -- retires voluntarily on or after age 55;

    -- dies; or

    -- accepts a full-time position with another employer.

Subject to the terms and conditions of the Severance Plan, the
benefits for eligible Participants under the Severance Plan are:

    Service or Title          Severance Period
    ------------------------  -----------------------------------
    Executive Officer         52 weeks of Base Salary

    Vice President            26 weeks of Base Salary

    Director                  16 weeks of Base Salary

    Non-Management Employees  1 week of Base Salary for each Year
                              of Service with the Debtors, but in
                              no event less than 2 weeks or more
                              than 12 weeks of Base Salary

In the unlikely event that all Participants were terminated and
were eligible to receive Severance Pay -- a possibility that is
remote in the extreme -- the total cost of the Severance Plan,
based on current Base Salaries, is estimated to reach
$57,436,000 in the aggregate, broken down as:

                                 Number of
      Service or Title           Employees   Total Cost
      ------------------------   ---------   ----------
      Executive Officer                 2      $960,000
      Vice President                   34     2,790,000
      Director                        119     3,140,000
      Non-Management Employees     14,060    50,540,000

The Debtors sought and obtained the Court's authority to make
payments under the Severance Plan of up to $10,000,000,
inclusive of payments to otherwise eligible Participants who
were terminated on or after November 9, 2002.  If the Debtors
seek to make any payments in excess of the Cap, the Debtors will
provide ten days prior written notice by hand or overnight
delivery, specifying the aggregate amount of these payments to:

      -- the US Trustee;

      -- counsel to the agents for the Debtors' prepetition and
         postpetition lenders;

      -- counsel to the Creditors Committee; and

      -- counsel to the Equity Committee.

If any of the Notice Parties files a written objection to the
Additional Severance Payments with the Court within the Notice
Period, the Debtors will not be authorized to make Additional
Severance Payments without further Court order.  This order may
be sought on an expedited basis without the need to file a
separate motion by providing a notice of hearing to the Notice
Parties. (Adelphia Bankruptcy News, Issue No. 31; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


AHOLD: Intends to Divest Certain South American Operations
----------------------------------------------------------
Ahold (NYSE:AHO) announced its intention to divest its
operations in four South American countries -- Brazil,
Argentina, Peru and Paraguay -- in order to concentrate on its
mature and most stable markets and to generate funds to pay down
debt. As announced on February 5, 2003, the company is in
current negotiations to divest its holdings in Chile.

No timing has been set for any specific divestment as Ahold is
determined to negotiate transactions that maximize value. In
addition, Ahold intends to withdraw from the South American
market in a responsible way with respect to its customers,
associates and suppliers.

Commenting on the exit from South America, Theo de Raad, Ahold
Corporate Executive Board member responsible for Latin America
and Asia, said: "We will continue to fully support our
operations during this divestment process by ensuring that all
our obligations to suppliers continue to be met. We will also
seek to ensure that any new owners will continue to meet the
obligations to our current associates as well as the
expectations of our customers. Although we intend to proceed
expeditiously with our divestment plan, we are determined to
maximize the value we receive for these operations and obtain
the best possible results for all our stakeholders."

      Brazil

In Brazil, Ahold plans to sell its three wholly owned
operations: Bompreco, G. Barbosa and Hipercard. Ahold first
entered Brazil in 1996. Operations in Brazil are profitable and
unaudited net sales in 2002 reached an estimated Euro 1.3
billion generated through 119 Bompreco and 32 G. Barbosa
supermarkets and hypermarkets at year-end. More than two million
people hold the Bompreco Hipercard, the leading customer credit
card in the Northeast of Brazil.

      Argentina

In Argentina, Ahold intends to divest its wholly owned
subsidiary Disco S.A., once the 2002 annual accounts have been
signed off. Ahold entered the Argentine market in 1998.
Unaudited 2002 net sales reached an estimated Euro 762 million,
generated through 236 stores at year-end. The turbulent economic
circumstances in the country in recent years have led to a
marked erosion of buying power across all income groups. Despite
the regional slowdown, Disco is a strong competitor with
substantial market share.

      Peru

In Peru, despite the double-digit growth of its business, Ahold
views the scale of the operations as small. Given the company's
intended withdrawal from its major South American markets, Ahold
plans to exit this market as well. Unaudited 2002 net sales
reached an estimated Euro 243 million, generated through 32
supermarkets and hypermarkets at year-end.

      Paraguay

In Paraguay, Ahold plans to sell its 10 stores that generated
unaudited 2002 net sales of Euro 36 million.

                         *   *   *

Fitch Ratings recently downgraded Koninklijke Ahold N.V. to
'BB-', Rating Watch Negative from 'BBB-'.

Fitch's US commercial mortgage-backed securities group has also
reviewed its exposure to Ahold in approximately 77 US CMBS
deals, including three credit tenant lease transactions. Of
these deals, nine have exposure to Ahold in excess of 5% of its
respective transaction balance.  Although Fitch recently
downgraded Ahold, it does not plan to downgrade any of the US
CMBS transactions in which subsidiaries of Ahold are tenants at
properties securing loans within the transactions. 'There is no
need to downgrade due to the diversity of the deals accompanied
with the credit enhancement provided by the most subordinate
tranches,' said Lauren Cerda, Director, Fitch Ratings.

'Generally, the grocer's stores are located within in-fill
locations and have larger floor plates which would be attractive
to another grocery store operator.'

If the credit rating deteriorates further, Fitch will take a
closer look at each store's configuration, market and sales
performance and determine the stores' viability and ultimate
rating implication on the respective transaction.

Ahold Finance USA Inc.'s 8.250% bonds due 2010 (AHOD10USR1),
DebtTraders reports, are trading at 85 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=AHOD10USR1
for real-time bond pricing.


AIR CANADA: NAV CANADA Discloses $44 Million Exposure
-----------------------------------------------------
NAV CANADA said that the filing for protection under the
Companies' Creditors Agreement Act (CCAA) by Air Canada on
April 1, 2003 may lead to a bad debt expense of approximately
$44 million.

William G. Fenton, Vice President, Finance and Chief Financial
Officer of NAV CANADA stated: "This represents amounts owing to
NAV CANADA by Air Canada, Jazz Inc., and Zip Airlines up to the
date of the filing for protection. The status of NAV CANADA's
accounts under Air Canada's intended restructuring has not yet
been fully clarified."

Mr. Fenton went on to state that "should NAV CANADA be
unsuccessful in collecting these amounts, they will be reflected
as a bad debt expense and be recovered in future customer
service charges set by the Company."

NAV CANADA, the country's provider of civil air navigation
services, is a private, non-share capital corporation with
operations coast to coast providing air traffic control, flight
information, weather briefings, airport advisory services and
electronic aids to navigation.


AIR CANADA: Sets the Record Straight re Pension Plans
-----------------------------------------------------
Air Canada issued the following clarification to set the record
straight respecting pension plans following statements made by
third parties at a Standing Committee on Transportation hearing
in Ottawa:

                    Impact of CCAA on Pensions

The company made it clear throughout its negotiations with its
unions that the best possible outcome to protect the interests
of all employees - including their pensions - would have been
through a consensual process outside a CCAA filing. This point
was made repeatedly ever since the discussions with the union
leaders began on February 6, 2003.

The union leadership was well aware of the company's concerns
with regards to the impact a CCAA filing could have on pensions
where all economic stakeholders have a say in what payments are
made and what the final outcome is to be.

In the discussions between several company executives and each
of the union leaders on March 31st and April 1st (just prior to
the CCAA filing), the company repeatedly and specifically raised
concerns about the impact a CCAA filing would have on employee
pensions and sought to achieve the necessary concessions to
avoid the filing.

                     Pension Fund Deficit

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 the fragile state
of the airline industry, the Office of the Superintendent of
Financial Institutions 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.
OSFI approached Air Canada on the funding issues on February
6,2003 and had not previously raised any funding concerns during
2002. This followed an article on pension underfunding
respecting many large Canadian corporations which appeared in a
national newspaper. OSFI then issued a direction to Air Canada
on March 21,2003. Discussions with OSFI continued until the CCAA
filing earlier this week.


AIR CANADA: CUPE Calls for Federal Action on Airline's Crisis
-------------------------------------------------------------
Canada's largest union has come out swinging at the federal
transport minister for his inaction in the face of Air Canada's
financial crisis.

Judy Darcy, National President of the Canadian Union of Public
Employees, said David Collenette "seems content to hand over
Canadian airline policy to Robert Milton and the New York
bankers."

CUPE represents 8,000 flight attendants at Air Canada.

Calling the terms of Air Canada's bankruptcy protection "an all-
out attack on the livelihood, future security and ability of our
members to earn enough to support their families," Darcy
condemned Collenette for "standing on the sidelines with a grin
on his face, recycling the myth that the private sector has the
matter in hand."

"This is the same minister who fiddled while Canada 3000
burned," said Darcy. "We're tired of the posturing. We want
action now."

CUPE is calling for federal leadership on four key questions:
proper regulation; a reduction in user fees for airlines and
passengers; support to help Air Canada weather the drop in
passengers because of the Iraq war and the SARS outbreak; and
immediate action to guarantee pensions for Air Canada employees.

"We should not be panicked into a wholesale dismantling of the
national flagship airline because of a short-term dip in the
balance sheet," said Darcy.

Pam Sachs, president of CUPE's Air Canada component, promised
the union would do everything in its power to defend members'
jobs, wages and pensions.

"We don't believe the central problem at Air Canada is labour
costs," she said. "And we don't believe that slashing wages or
working conditions of flight attendants are in the airline's
interest - or the public interest."

"The problems faced by Air Canada arise from mismanagement,
excess capacity in the airline industry and excessive user
fees," said Sachs. "The solutions lie in a regulatory framework
that is predictable, rational and designed to create the type of
airline industry that Canadians need and want."


AIR CANADA: Dave Ritchie Says Milton is Author of Airline Mess
--------------------------------------------------------------
Dave Ritchie, Canadian Vice President of the Machinists Union
has told his 15,000 members at Air Canada that the airline's CEO
Robert Milton should "look in the mirror to find out who is
responsible for the sorry state of labour relations," which has
brought the carrier to the brink of bankruptcy.

In a bristling letter to the membership Ritchie tells them not
to accept the blame being pasted on them by Milton, and
chronicles the obstruction and deceit which have plagued the
bargaining process over the past 10 months, frustrating the
union's attempt to negotiate a deal.

He says: "Air Canada management that has been dishonest,
deceitful, and unwilling to do more than go through the motions.
It is Robert Milton who needs to find 'a new way of doing
business.'

"After telling the world over the last couple of years how well
Air Canada was doing . . . Milton suddenly came forward on
February 6 with a demand for 20% or $650 million in annual labor
cost savings from all unionized groups, demanding a response by
March 15.

"At the same time as they claimed to be bargaining in good
faith, Air Canada management was secretly preparing an
application for bankruptcy protection that would tear up all of
their collective agreements (even as they were agreeing to
them), gut wages and pensions and tear Air Canada apart."

The letter also says the Corporation's Board of Directors is
using the recourse to the Companies' Creditors Arrangements Act
(CCAA) to "cover the(ir) butts". In addition to "an existing $30
million trust fund, the CCAA filing provides another $170
million indemnity to protect Directors from any claims."

Ritchie concludes saying a good start for recovery might be to
"get rid of some of those dozens of corporate vice-presidents,
and dropping the idea of tearing Air Canada apart and creating
extra layers of corporate bureaucracy. Maybe one way to deal
with Air Canada's cost problems is cut back on the payments to
lawyers and investment bankers."

The International Association of Machinists and Aerospace
Workers (IAMAW) is the largest union at Air Canada and is the
largest air transport union in Canada and in North America.


AIR CANADA: CIT Discloses US$80-Million Exposure in Aircraft
------------------------------------------------------------
CIT (NYSE: CIT) announced its exposure in aircraft to Air Canada
is approximately US$80 million. Air Canada filed for protection
from creditors on April 1, 2003 under the Companies' Creditors
Arrangement Act, the Canadian reorganization law.

CIT's exposure primarily relates to two Boeing 767 aircraft. One
aircraft is scheduled to come off-lease on June 1, 2003 for
which CIT has a signed commitment in place to re-lease the
aircraft to another carrier. On the second 767, CIT has an
investment in a leveraged lease (not a tax-optimized structure)
with a remaining term of six years.

CIT Group Inc. (NYSE: CIT), a leading commercial and consumer
finance company, provides clients with financing and leasing
products and advisory services. Founded in 1908, CIT has nearly
$50 billion in assets under management and possesses the
financial resources, industry expertise and product knowledge to
serve the needs of clients across 30 industries. CIT holds
leading positions in vendor financing, U.S. factoring, equipment
and transportation financing, Small Business Administration
loans, and asset-based and credit-secured lending. CIT is
headquartered in New York City, with executive offices in
Livingston, New Jersey, and has approximately 6,000 employees in
locations throughout North America, Europe, Latin and South
America, and the Pacific Rim. For more information, visit
http://www.cit.com


AMERICAN ARCHITECTURAL: Atrium Acquires Assets of Danvid Unit
-------------------------------------------------------------
Atrium Companies, Inc., one of the largest non-wood window
manufacturers in the United States, has acquired substantially
all of the assets of Danvid Window Company, a wholly-owned
subsidiary of American Architectural Products Corporation, for
approximately $5.5 million in cash and the assumption of certain
liabilities. The proceeds used to complete the transaction were
funded through the Company's revolving credit facility. The
assets of Danvid have been acquired out of bankruptcy (with both
Danvid and AAPC operating as a debtor-in-possession under
Chapter 11) pursuant to an auction sale under Sections 363 and
365 of the Bankruptcy Code.

The acquisition of Danvid, an aluminum and vinyl window
manufacturer, located in Dallas, further strengthens Atrium's
market share in the Southern regions of the United States. The
acquisition also provides additional captive sales opportunities
for Atrium's vertically-integrated operations, which include 12
window and door manufacturing facilities located in 10 states
across the U.S., over 25 distribution facilities throughout the
U.S. and Mexico, three vinyl and aluminum extrusion operations
in the U.S., a zinc die cast hardware manufacturer in Texas and
joint ventures in vinyl compounding in North Carolina and vinyl
extrusion in China.

"As the largest non-wood manufacturer of windows and patio doors
in the U.S. (over 5 million units sold in 2002), we have
established a strategic plan which includes both increasing our
market share in the markets that we participate in and making a
significant investment to vertically integrate our operations.
This acquisition not only increases our market share in the
Southern U.S., but it also provides additional volume for both
our aluminum and vinyl extrusion operations. In addition, we
believe there are significant cost savings opportunities related
to purchasing, as well as the implementation of best practices,"
stated Jeff L. Hull, Atrium's President and Chief Executive
Officer. "While Danvid has historically been an aluminum window
supplier, they have a rapidly growing vinyl presence. We believe
the depth of Atrium's vinyl window offering and our expertise in
this area will further enhance Danvid's vinyl sales
opportunities, as evidenced by new commitments in vinyl by
existing aluminum customers," adds Mr. Hull.

Mr. Hull also added that, "Consistent with past acquisitions, we
do not anticipate making any significant changes in the day-to-
day operations of the business. Danvid will remain a stand-alone
and autonomous operating division of Atrium and the existing
management team will remain intact and continue to oversee the
business."


AMERICAN GREETINGS: Q4 & Fiscal 2003 Results Show Improvement
-------------------------------------------------------------
American Greetings Corp., (NYSE: AM) reported a $243 million
year-over-year improvement in net income and a $107 million
increase in its cash balance for the fiscal year ended Feb. 28,
2003. The Corporation also said it has funded its previously
announced $143 million corporate-owned life insurance (COLI) net
tax liability and announced its intent to repay its $118 million
term loan in the first quarter of fiscal 2004.

The Corporation achieved net income of $45.4 million on net
sales of $525.9 million, for the fourth quarter ended Feb. 28,
2003. (Note: All per share numbers assume dilution.) This
compares to a net loss of $13.1 million on net sales of $562.1
million in the fourth quarter last year. The 2002 fourth quarter
and full year results have been reclassified to conform to EITF
01-09.

These results represent a $96.4 million improvement in fourth-
quarter pretax income compared to last year. Excluding the $89.0
million of charges detailed in Note 8, pretax income increased
$7.4 million, or 11 percent.

Chairman and Chief Executive Officer Morry Weiss said the
Corporation's fourth quarter results show net income growth,
despite sales shortfalls due to previously disclosed store
losses. "Our prior year restructuring effort and ongoing
initiatives to align our costs with our revenue base benefited
our bottom line in the fourth quarter and throughout the year,"
Weiss said.

For the full year, the Corporation reported net income of $121.1
million on net sales of $1.996 billion. Included in these
results is a pretax gain of $12.0 million from the sale of an
equity investment. This compares to a net loss of $122.3 million
on net sales of $1.927 billion in the prior year.

These results represent a $397.2 million improvement in full-
year pretax income compared to last year. Excluding the $314.4
million of charges detailed in Notes 6 and 8, pretax income
increased $82.7 million, or 70 percent. Excluding these charges
and the pretax gain of $12.0 million on the sale of an equity
investment, pretax income increased $70.7 million, or 60
percent.

Adjusted EBITDA for the trailing four quarters was $344.7
million, compared to adjusted EBITDA for the year-ago trailing
four quarters (which excludes charges) of $278.6 million.

These results represent a $66.1 million, or 24 percent,
improvement in full-year adjusted EBITDA. Excluding the pretax
gain of $12.0 million on the sale of an equity investment,
adjusted EBITDA increased $54.1 million, or 19 percent.

Adjusted EBITDA represents a non-GAAP (Generally Accepted
Accounting Principles) financial measure. A table reconciling
this measure to the appropriate GAAP measure is included in the
notes to the condensed consolidated financial statements
included in this release.

Weiss said fiscal 2003 was a pivotal year for American
Greetings. "We said at the outset of this year that our goal in
fiscal 2003 would be to stabilize our business, and I'm happy to
report that we have accomplished that objective," Weiss said.
"We not only achieved our earnings per share estimates, but we
also finished the year with a higher-than-expected cash balance
and made improvements to our business that will reduce costs in
fiscal 2004. In addition to these operational accomplishments,
we also greatly enhanced our leadership team and established our
vision for growth going forward."

          Management Transition and Corporate Governance

As previously announced on Feb. 18, American Greetings has named
Zev Weiss chief executive officer and has named Jeffrey Weiss
president and chief operating officer. Morry Weiss, chairman and
chief executive officer since 1992, will remain chairman of the
board but will relinquish his role as chief executive officer in
June. Jim Spira will resign as president and chief operating
officer but will continue to serve as a member of the board of
directors and as an advisor to management.

"We believe these changes, coupled with the other key additions
to our senior management team that we have announced throughout
this year, position us to further develop and successfully
implement our strategic vision for growth," Spira said. "We know
our new team will provide the leadership to guide us through
this pivotal period in our history and I look forward to working
with both Zev and Jeff in my new role."

American Greetings also announced that Harry H. Stone, a member
of the Corporation's board of directors since 1944, will become
a director emeritus, effective June 1, 2003.

At that time, Jeff Weiss will assume Stone's seat on the board,
while Zev Weiss will fill a vacant seat. The Corporation's board
maintains a majority of independent directors. In addition, its
compensation and management development committee and its audit
committee continue to be comprised entirely of independent
directors.

                     Fiscal Year 2004 Estimates

American Greetings expects its earnings per share for fiscal
2004 to be between $1.60 and $1.65. These estimates reflect
previously disclosed store losses and gains. Due to the year-
over-year impact of store changes, American Greetings expects
stronger sales and net income results in the second half
relative to the first half. These estimates also assume
approximately $35 million of expenses to fund previously
announced strategic initiatives during fiscal 2004.

American Greetings also announced that it intends to utilize a
portion of its current cash balance to pay off the entire
outstanding amount of its $118 million term loan in the first
quarter of fiscal 2004. In addition, the Corporation said it
expects to generate more than $150 million in cash provided by
operating and investing activities in fiscal 2004.

"Our focus during fiscal 2004 will be on implementing the four
key strategic initiatives -- supply chain transformation,
category innovation, strategic account management, and human
capital development -- that will serve as the foundation of our
future growth," Zev Weiss said. "We have already taken steps in
these initiatives at the end of fiscal 2003 with the
announcement of our McCrory, Ark., distribution facility
consolidation and with our management changes.

"We will continue to implement changes such as these throughout
the coming year as a major component of our strategic vision for
growth to further improve our operations going forward and to
yield $50 million to $75 million in incremental pretax income
over the next two years," Weiss added.

American Greetings Corporation (NYSE: AM) is the world's largest
publicly held creator, manufacturer and distributor of greeting
cards and social expression products. Its staff of artists,
designers and writers comprises one of the finest creative
departments in the world and supplies more than 15,000 greeting
card designs to retail outlets in nearly every English-speaking
country. Located in Cleveland, Ohio, American Greetings
generates annual net sales of approximately $2 billion. For more
information on the Corporation, visit
http://corporate.americangreetings.comon the World Wide Web.

                            *     *     *

As previously reported, Standard & Poor's affirmed its triple-
'B'-minus corporate credit and senior secured debt ratings and
its double-'B'-plus subordinated debt rating for American
Greetings Corp., and removed the ratings from CreditWatch where
they were placed January 23, 2002.  The outlook, S&P said, is
negative.


AMERICAN TRANS: Fitch Junks Series 1996-1 Class C Notes at CCC+
---------------------------------------------------------------
Fitch Ratings has taken the following rating actions for
American Trans Air 1996-1 as follows: --Class A certificates are
downgraded to 'BB-' from 'A'; --Class B certificates are
downgraded to 'B-' from 'BBB-'; --Class C certificates are
downgraded to 'CCC+' from 'BB+'.

The transaction, with a current outstanding balance of about
$55.1 million, is also removed from Rating Watch Negative. The
above rating actions reflect the weakened credit quality of
American Trans Air as well as concerns that the value of the
Boeing aircraft that support the transaction have become
impaired. The ratings on the certificates address the timely
payment of interest and the ultimate payment of principal by the
final legal distribution dates which are June 26, 2014;
September 26, 2011; and September 26, 2005, respectively, for
the class A, B and C certificates. The short term prospects for
the 757-200ER aircraft that support the transaction are poor.
Values for the 757-200ER are under considerable pressure because
other North American users of the aircraft have and could
continue to downsize their fleets. Longer term, it is possible
that values could show some recovery, but given the
unprecedented market oversupply that is effecting many aircraft
types, including the 757-200ER, depressed values are likely to
continue for the next few years. Fitch's EETC rating criteria
relies on the credit quality of the underlying obligor and the
loan to value of the aircraft collateral backstopping the
transaction. EETC ratings are linked to the underlying obligor's
credit quality. American Trans Air, a wholly-owned subsidiary of
ATA Holdings Corp, is the 10th largest U.S. scheduled passenger
airline and the largest North American operator of commercial
and military charters.


AMR CORP.: Using Grace Periods to Delay Lease & Debt Payments
-------------------------------------------------------------
AMR Corp. (CCC/Watch Dev./--) unit American Airlines Inc.
(CCC/Watch Dev./--) disclosed that it has deferred some lease
and debt payments, but is still within the grace periods for
those obligations. Standard & Poor's Ratings Services said its
ratings for both entities remain on CreditWatch with developing
implications.

The grace periods for the affected obligations vary, but most
are about 15 days, giving the airline some time to conserve cash
while it continues efforts to secure cost-cutting agreements
with various key constituents. American is trying to finalize
negotiations with suppliers, lessors, and private creditors to
reduce aircraft obligations while employees vote on tentatively
agreed concessions (due to be finished by April 15, 2003). The
company has stated previously that it does not intend to seek
renegotiation of any public debt, and that is believed to still
be the case. If any of the concessionary contracts are voted
down, or if war or terrorism materially worsens the company's
cash losses, it would have to file for bankruptcy.

DebtTraders reports that American Airlines Inc.'s 11.110% ETCs
due 2005 (AMR05USR30) are trading between 20 and 30. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=AMR05USR30
for real-time bond pricing.


AMR CORP.: Asks Employees, Lessors & Creditors to take Equity
-------------------------------------------------------------
AMR Corporation (NYSE: AMR) announced Friday it would grant
stock options to employees of American Airlines and that these
employees will also be eligible to participate in a new profit
sharing plan.  The stock option plan and the profit sharing plan
are designed to give American employees the opportunity to share
in any future rewards made possible through the recent cost
restructuring process.

On March 31, American came a step closer to consensual
restructuring when its three major labor unions agreed to
tentative agreements. Combined with the changes in pay, benefits
and work rules for American's agents, representatives, planners,
support staff and management, these agreements will deliver $1.8
billion in employee cost savings.

"Our employees are key to our success and should be able to
share in the opportunities it will take everyone to create,"
said AMR Corporation chairman and CEO Don Carty, who committed
to this upside reward at the beginning of the restructuring
process.

The profit sharing plan provides that 15 percent of pre-tax
earnings greater than $500 million will be earmarked for
distribution to American Airlines employees who do not
participate in the incentive compensation plan. Base pay will be
used to determine how these funds will be distributed.

Stock options representing nearly 25 percent -- or between 37
and 38 million -- of the company's outstanding shares will be
granted to American Airlines employees. Options will be granted
to each workgroup based on the level of cost restructuring
accomplished and the percentage each group represents of overall
labor costs. This stock option program will become effective
once the labor agreements are ratified and the options will be
issued soon thereafter. These options will vest over three years
and will have an exercise price equal to the fair market value
of AMR stock on the date of grant.

"Together, we are creating a better, stronger company," said
Carty. "Sharing in any success is a tangible demonstration of
our new culture -- a culture of cooperation and collaboration
where we all have a stake in our company's future."

Additionally, the company will issue stock to vendors, aircraft
lessors and other creditors in return for some of the
accommodations that these vendors have made as part of
American's cost reduction efforts.

The New York Stock Exchange (NYSE) rules generally require that
stockholder approval be obtained prior to making stock grants of
this magnitude. An exception is permitted under the NYSE rules
(Section 312.05) if the delay attendant to seeking shareholder
approval would seriously jeopardize the financial viability of
an enterprise.

On March 18, 2003, the company's Audit Committee expressly
approved reliance on Section 312.05 and directed the company to
request acceptance from the NYSE. Given the need to grant the
shares to employees contemporaneously with the ratification of
the labor agreements, the company did not have the time to seek
shareholder approval for these grants.

The NYSE has accepted the company's application to rely upon
Section 312.05 as it pertains to the issuance of these stock
awards.


ATLAS AIR: Fitch Hatchets Various EETCs to Lower-B & Junk Levels
----------------------------------------------------------------
Fitch Ratings downgrades Atlas Air, Inc.'s enhanced equipment
trust certificates, series 2000-1, 1999-1 and 1998-1 as outlined
below. All three series with a combined current outstanding
balance of about $1.1 billion, are also removed from Rating
Watch Negative. The rating actions reflect Fitch's April 1st
downgrade of Atlas Air, Inc.'s unsecured debt to 'D' from 'CCC',
as well as concerns that Atlas' restructuring, discussed below,
will likely further impair the value of the freighter aircraft
backing the EETCs. The ratings on the certificates address the
timely payment of interest and the ultimate payment of principal
by the final legal distribution dates.

The unsecured debt downgrade reflects Atlas' announcement that
it is suspending payments on all unsecured notes, bank debt and
aircraft leases as it seeks to restructure these commitments.

Currently, all of Atlas' freighter aircraft fleet is subject to
its restructuring, including B747-200Fs, B747-300Fs and the
aircraft that back the EETCs, B747-400Fs. Although Fitch
believes that the B747-200F and B747-300F aircraft are most at
risk for the largest lease payment reductions or deferrals, the
continued difficult market conditions for Atlas' core businesses
could necessitate large lease payment reductions for the B747-
400 as well. If Atlas' restructuring is not successful, it also
possible that some aircraft, including, the B747-400s could be
repossessed and subsequently sold.

Fitch's EETC rating criteria relies on the credit quality of the
underlying obligor and the loan to value of the aircraft
collateral backstopping the transaction. EETC ratings are linked
to the underlying obligor's credit quality. Atlas is a wholly-
owned subsidiary of Atlas Air Worldwide Holdings, and is a
provider of cargo capacity to major passenger airlines
worldwide.

Ratings actions are outlined below:

                   Atlas Air 2000-1

       -- Class A downgraded to 'B from 'BBB-';

       -- Class B downgraded to 'CCC' from 'BB-';

       -- Class C downgraded to CCC' from 'B';

       -- All Classes are removed from Rating Watch Negative.

                   Atlas Air 1999-1

       -- Class A-1 downgraded to 'B' from 'BBB-';

       -- Class A-2 downgraded to 'B' from 'BBB-';

       -- Class B downgraded to 'CCC' from 'BB-';

       -- Class C downgraded to 'CCC' from 'B';

       -- All Classes are removed from Rating Watch Negative.

                   Atlas Air 1998-1

       -- Class A downgraded to 'B' from 'BBB-';

       -- Class B downgraded to 'CCC' from 'BB-';

       -- Class C downgraded to 'CCC' from 'B';

       -- All Classes are removed from Rating Watch Negative.

Atlas Air Inc.'s 10.750% bonds due 2005 (CGO05USR1) are
presently trading at 15 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=CGO05USR1for
real-time bond pricing.


ATTALA GENERATING: S&P Withdraws C Note Rating at Co.'s Request
---------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its rating on Attala
Generating Co. L.L.C. at the company's request. Standard &
Poor's lowered its rating on AGC's $237 million pass-through
certificates to 'C'/CreditWatch negative on November 14, 2002.
The rating change was based on the expectation that the tolling
payments would be severely reduced or halted due to PG&E
National Energy Group Inc., defaulting on its revolving credit
facility. Attala Energy Co., makes payments to AGC, pursuant to
25-year tolling agreement. PG&E NEG provided a guarantee in
support of AEC's obligations under the tolling agreement. As
mentioned in previous Standard & Poor's reports, AGC's cash
flows depend upon AEC's ability and willingness to make payments
under the tolling agreement and PG&E NEG's ability to guarantee
those payments. The pass-through trust, which is a special-
purpose financing vehicle, financed the leveraged lease
transaction for PG&E NEG's ('D') gas-fired combined cycle 526MW
Attala generating facility, located in Attala County, Miss. The
facility has been in operation since June 2001.


AVIANCA: Wants More Time to File Schedules & Statements
-------------------------------------------------------
Aerovias Nacionales de Colombia S.A. and Avianca, Inc., want to
extend the time period within which they must file their
schedules of assets and liabilities, statements of financial
affairs and lists of executory contracts and unexpired leases
required under 11 U.S.C. Sec. 521(1).  The Debtors tell the U.S.
Bankruptcy Court for the Southern District of New York that they
need until April 20, 2003 to finish the requirement and file it
with the Court.  The Debtors relate that that their financial
affairs and the books and records are extraordinarily complex
thus prompting them to ask for more time to file their
schedules.

The Debtors assure the Court that the U.S. Trustee has no
objection to this request.

Aerovias Nacionales de Colombia S.A., the oldest airline in the
Western Hemisphere, operates a domestic (Colombia) and
international airline passenger business, and carries mail and
freight cargo on its domestic and international routes.  The
Company filed for chapter 11 protection on March 21, 2003
(Bankr. S.D.N.Y. Case No. 03-11678).  Ronald E. Barab, Esq., at
Smith, Gambrell & Russell, LLP and Howard D. Ressler, Esq., at
Anderson, Kill & Olick, P.C., represent the Debtors in their
restructuring efforts.  When the Company filed for protection
from its creditors, it estimated debts and assets of more than
$100 million each.


BIG CITY RADIO: Closes Sale of 4 NY Radio Stations to Nassau
------------------------------------------------------------
Big City Radio, Inc., (Amex:YFM) has closed on its previously
announced sale of its four New York area radio stations to
Nassau Broadcasting Holdings, Inc., for $43.0 million in cash.

Substantially all of the proceeds from the sale were paid to the
paying agent for the Company's 11-1/4 % Senior Discount Notes
due 2005. The sale was undertaken in accordance with Big City
Radio's previously announced auction of its radio stations.

The Company also announced that the Forbearance Agreement that
it had previously entered into with holders of more than two-
thirds of its Notes has been amended. Pursuant to the amendment
the forbearance period has been extended until April 30, 2003.


BIONOVA: Default Under Credit Pact Likely if Debt Workout Fails
---------------------------------------------------------------
Bionova Holding Corporation (Amex: BVA) provided an update on
the status of the Company's listing on the American Stock
Exchange, its bank financing, and other matters.

As previously reported, on September 9, 2002, Bionova Holding
was informed of the intention of the American Stock Exchange to
proceed to file an application with the Securities and Exchange
Commission to strike the Company's common stock from listing and
registration on the Exchange. The staff of the American Stock
Exchange stated this action was taken due to the Company's
failure to meet several of the standards for continued listing
on the Exchange (losses in two consecutive years, equity below
$2 million, and a going concern opinion expressed by its
auditors). The Company appealed this determination by requesting
a listing qualification hearing, submitted a plan of compliance
to the Exchange and was subsequently advised that, based on this
submission, the hearing would be delayed for an indeterminate
period. The Company recently provided an update to the AMEX
staff on its plan and activities and was informed that its plan
to regain compliance with the continued listing standards by
June 30, 2003 had been approved. The Company understands that it
has been, and will continue to be subject to periodic review by
the Exchange Staff during the extension period. Failure to make
progress consistent with the plan or to regain compliance with
the continued listing standards could result in the Company
being delisted from the American Stock Exchange.

On April 1, 2003 Bionova Holding submitted a filing with the
Securities and Exchange Commission requesting a fifteen-day
extension to file its Form 10-K for the year ended December 31,
2002. In this filing the Company indicated it had encountered
some issues in reconciling its intercompany accounts, which now
have been reconciled. While the financial statements are still
being reviewed with Bionova Holding's independent accountants,
it is expected that the results as reported in this filing will
be close to those presented in the 10-K, as reflected below.

                                        Thousands of Dollars
                                           2002       2001

Total revenues........................ $130,865    $204,471

Loss from continuing operations ......   17,175      31,090

Loss from discontinued
operations of research and
development segment..................     2,165      24,371

Net loss..............................   20,142      56,594

In December 2002, Bionova Produce, Inc., Bionova Produce of
Texas, Inc. and R.B. Packing of California, Inc., the Company's
major distributors of fresh produce in the United States, signed
agreements for a new set of credit facilities with Wells Fargo
Business Credit, Inc. which run through April 2006. There are
three separate, but related loan components associated with
these credit facilities. First, Bionova Produce, Inc. was
extended a "permanent term loan" of $1.75 million, which will be
amortized over 10 years. Interest is charged at the Wells Fargo
prime rate of interest plus 1.5%, and interest and principal
amortization payments are made on a monthly basis. The second
component is a "seasonal term loan" of $1.75 million, although
only $1.25 million will be extended at this time. Interest is
charged at the prime rate of interest plus 1.5%, and interest
payments are made on a monthly basis. The principal on this
seasonal term loan is amortized each year during the months of
January through April, and may then be borrowed again in full on
May 1. The third component is a $7 million revolving line of
credit to support working capital requirements. This revolving
line of credit must be paid down to a maximum of $1.5 million
for a 30 day period between July 1 and September 30 each year.
Interest on this revolving line of credit is charged at the
Wells Fargo prime rate of interest plus 1.0%. All three
components of the credit facilities are secured by all of the
real and intangible assets of the three U.S. distributing
companies and are guaranteed by both Bionova Holding and its
parent company, Savia. The key covenants associated with these
credit facilities are that the three distributing companies as a
group must maintain a minimum net worth of $8.75 million, a debt
service coverage ratio of at least 1.25 to 1, achieve minimum
levels of quarterly earnings before taxes to be agreed between
the Company and Wells Fargo annually, and the distributing group
may not experience a net loss during any month that exceeds $0.5
million or a net loss for a two month period that exceeds $0.3
million. Also, there are provisions in the credit agreement that
may permit Wells Fargo Business Credit, Inc. to declare an event
of default if Savia fails to complete the restructuring of its
debt facilities with its banks by March 31, 2003. As of the date
of this press release the Company believes it is in compliance
with all of the covenants of these facilities with the exception
of the Savia covenant. While Savia believes it now has reached a
verbal understanding with its creditors and expects to move
ahead with the corresponding documentation to solidify an
agreement, the restructuring is not yet complete. Bionova is in
discussions with Wells Fargo Business Credit in an effort to
reach an accommodation on this issue.

Due to the lengthy negotiation required to obtain these new
credit facilities, the Bionova group of U.S. distributors was
forced to scale back its plans to fund certain third party
growers for the winter growing season. A significant part of the
$5.1 million fourth quarter net loss of the Company was directly
attributable to losses incurred by Agrobionova, S.A. de C.V.,
the Company's Mexican growing subsidiary, because it was not
able to fund growing operations as had been anticipated.
Agrobionova and the U.S. distributing companies also expect
their revenues in the first quarter of 2003 to be lower than the
comparable periods in prior years due to the reduction in
operations caused by the delay in funding.

Bionova Holding also reported that on December 23, 2002,
International Produce Holding Company, a wholly owned subsidiary
of Bionova Holding Corporation, entered into an agreement with
E. I. du Pont de Nemours and Company and its wholly owned
subsidiary DuPont Chemical and Energy Operations, Inc. to buy
all of the 575,000 Bionova Holding shares held by these two
companies. The price IPHC agreed to pay to DuPont was $0.05 per
share, or a total of $28,750. DuPont was provided with a
promissory note in exchange for its shares on December 23, and
this note was paid in full on January 14, 2003.

Bionova Holding Corporation is a leading fresh produce grower
and distributor. Its premium Master's Touch(R) and FreshWorld
Farms(R) brands are widely distributed in the NAFTA market.
Bionova Holding Corporation is majority owned by Mexico's SAVIA,
S.A. de C.V. (NYSE: VAI).


BOMBARDIER INC: Initiates Restructuring to Bolster Balance Sheet
----------------------------------------------------------------
Bombardier Inc., (TSX:BBD.A) (TSX:BBD.B) President and Chief
Executive Officer Paul M. Tellier announced a major
recapitalization program which includes the filing with the
securities regulatory authorities in Canada, of a preliminary
short-form prospectus providing for the issue of Class B shares.
The equity infusion will strengthen the Corporation's balance
sheet and bolster working capital.

Gross proceeds from this equity offering are expected to be at
least $800 million and will supplement the Corporation's working
capital and be used for general corporate purposes. The
securities to be offered have not been and will not be
registered under the U.S. Securities Act of 1933, as amended,
and may not be offered or sold in the United States, absent
registration or an applicable exemption from registration
requirements.

                     A NEW BOMBARDIER

The equity offering leads a list of initiatives designed to
strengthen the company's balance sheet and refocus the
Corporation on the aerospace and transportation businesses. To
that end, Tellier announced Bombardier's intention to divest
Bombardier Recreational Products, as well as other non-core
assets.

"We will rebuild our credibility with investors with the action
plan we are announcing today," said Tellier. "The sale of our
recreational products business provides a good balance between
our asset divestitures and the equity offering. Combined with
our cost reduction programs, it gives us the financial
flexibility we need going forward.

"Our story is a story of recovery. We are acting rapidly and
strategically to re-energize the Corporation by strengthening
our balance sheet and putting the liquidity concern and the bank
covenant issue behind us.

"Rigour and consolidation are the order of the day. Tighter
accountability and financial discipline are being applied across
the Corporation. Bombardier today is focused on value creation,"
he said.

                        ASSET DIVESTITURES

The Corporation has decided to divest its recreational products
business as it is the most liquid asset in Bombardier's
portfolio. The Corporation has retained UBS Warburg as financial
advisors and Ogilvy Renault as its legal advisors for this
transaction.

The controlling shareholder supports the Corporation's plan to
unlock the value of the recreational products group at this
time.

In order to help ensure the stability and continuity of this
heritage asset, members of the Bombardier family have expressed
an interest in participating in the process as part of an
eventual group of investors seeking to acquire the recreational
products business.

In view of the family's interest, the Board has formed a
committee of independent directors to supervise and monitor the
divestiture process, evaluate offers or other alternatives and
make recommendations to the Board. The independent committee is
chaired by L. Denis Desautels, former Auditor General of Canada,
and composed of Jalynn H. Bennett, Andr, Desmarais, Jean C.
Monty and James E. Perrella.

The committee will be responsible for ensuring that the best
interests of the Corporation and all of its shareholders are
served. The committee will also ensure that the process is
conducted in a manner that maintains the full value of the
business during the divestiture process.

The independent committee of the Board has retained Morgan
Stanley as its financial advisors and McCarthy Tetrault LLP as
its legal advisors.

Tellier confirmed divestment of two non-core assets already
underway:

-- Defence Services

Bombardier Aerospace provides technical services for military
aircraft through facilities located at Mirabel, Quebec and
Bridgeport, West Virginia. It also provides pilot training for
Canadian pilots and for NATO pilots and personnel from other
countries in Portage la Prairie, Manitoba; Moose Jaw,
Saskatchewan; and Cold Lake, Alberta. Divestiture of these
activities is underway.

-- Belfast City Airport

In October 2002, Bombardier announced its intention to sell the
Belfast City Airport in Northern Ireland. Prospective buyers
have been identified and negotiations are ongoing.

These divestments, combined with the equity offering, are
expected to generate cash in excess of $2 billion within six to
nine months. Proceeds are intended to supplement the
Corporation's working capital and be used for general corporate
purposes.

                     AMENDED BANK COVENANT

Bombardier has reached an agreement with its lenders under its
two main syndicated credit facilities to amend the net debt-to-
capitalization ratio covenant. This demonstrates support and
provides the Corporation with the flexibility to implement its
recapitalization program.

            DIVIDENDS ON CLASS A AND CLASS B SHARES

At its meeting on April 2, 2003, the Board re-affirmed its
policy of paying dividends on Class A shares (multiple voting)
and Class B shares (subordinate voting). However, the Board
resolved that such dividends would be no greater than $0.09 per
share (plus, in the case of the Class B shares (subordinate
voting), a preferential dividend of $0.0015625 per share per
annum) on an annual basis for the current fiscal year. As a
result, the annual dividend per Class A and Class B share for
fiscal year 2004, if approved by the Board each quarter, will be
approximately one half of the dividend paid in fiscal year 2003.
The Board reserves the right to modify its dividend payment
policy at any time.

           FURTHER CONCENTRATION FOR BOMBARDIER CAPITAL

Tellier also said the divestitures will refocus Bombardier
Capital's business plan. Origination activities will now be
concentrated on inventory financing and interim financing for
Bombardier Aerospace regional aircraft, with limitations on the
maximum amount and number of aircraft. Bombardier Capital will
continue to greatly reduce its assets under management through
the ongoing wind-down and sale of all its other portfolios,
which is expected to generate significant cash.

The Corporation announced today it will cease origination for
Bombardier Capital's railcar leasing activities. These
activities consist of third-party leasing of a fleet of over
16,000 freight cars. Earlier, Bombardier announced the sale and
gradual wind-down of the receivable factoring portfolios and the
business aircraft financing portfolios. These processes are
underway and should be completed later this year. The receivable
factoring portfolio has already been reduced by 34% and the
business aircraft portfolio by 24% during the last quarter. The
portfolios being wound down or sold represented 55% of
Bombardier Capital's assets under management as at Jan. 31,
2003.

                 CHANGES IN ACCOUNTING POLICIES

Bombardier has also taken steps to enhance clarity and
transparency in financial reporting, as more fully described in
the aerospace section.

At its meeting on April 2, 2003, Bombardier's Board approved
changes in accounting policies for its aerospace programs,
including the adoption of the average cost accounting method in
place of the program accounting method. The changes, concurrent
with significant revisions of estimates, resulted in cumulative
non-cash pre-tax write-downs totalling $2.2 billion, of which
$1.0 billion was recorded in fiscal 2003, and $1.2 billion
relates to prior years.

"We are making these changes because we believe that this new
accounting method will enhance investor understanding of our
performance," said Tellier. "Although we are taking substantial
write-downs, these are expected to be offset by our
recapitalization initiative, which will provide us with a
strengthened balance sheet to see us through this period of
uncertainty."

                     CORPORATE GOVERNANCE

In the context of the broader public debate around corporate
governance issues, Bombardier has initiated a number of changes
to enhance its governance structure.

Bombardier appointed Board member Jalynn H. Bennett as chair of
the Retirement Pension Oversight Committee of the Board. This
committee will oversee, review and monitor the investment of
assets of the Corporation's pension plans. Mrs. Bennett sits on
several boards and has extensive knowledge of pension reform.
She is a member of the Ontario Teachers' Pension Plan board.

The Board also made the decision to create a Corporate
Governance and Nominating Committee to monitor the evolution of
the corporate governance principles including the Corporation's
Code of Ethics. Furthermore, the Executive Committee of the
Board will be abolished.

New Board committees and changes to existing committees will
take effect in June 2003, at the time of the Corporation's
annual meeting of shareholders. The mission of the Human
Resources and Compensation Committee and of the Audit Committee
will be reviewed, and all committees will be comprised
exclusively of independent directors.

On Feb. 21, 2003, Bombardier announced that former Auditor
General of Canada, L. Denis Desautels, joined the Board and its
Audit Committee.

                        FUNDAMENTALS SOUND

"I have now been at the head of this Corporation for close to
three months," said Tellier, "and, in spite of the current
uncertainties, I am confident that the fundamentals of our core
businesses are sound. We have good products, good people, loyal
customers and good technology. We can also rely on a strong
backlog of orders, which provides our manufacturing facilities
with two to three years of work.

"We invented the concept of the regional jet, the product which
is key to the North American airline industry's re-organization.
We have taken the measures to ensure we will be ready when the
business jet market picks up.

"Bombardier Transportation has become a core revenue generator
and is basically a recession-resistant business. As the global
market leader with a complete line of products, it has built a
strong backlog.

"The new Bombardier will be made up primarily of two almost
equal-sized businesses that have operational and financial
complementarities and that have different product cyclicality.
There are many opportunities for synergies in manufacturing,
procurement, engineering and design and project management, as
well as sales and administration.

"As for Bombardier Capital, we have addressed the market's
concerns head on, and have put a strong professional team in
place. We are managing this business in a very disciplined
fashion," said Tellier.

In terms of liquidity, the Corporation confirmed that it had a
total of $5.7 billion of short-term capital resources available
as at Jan. 31, 2003, an increase of $898 million over the
previous year.

                            OUTLOOK

"In looking ahead, we are taking a prudent approach to planning
our activities for the year. While we will not provide formal
EPS and cash-flow guidance in light of uncertainty in the
markets, we are prepared to provide a business level outlook for
the upcoming year.

"Specifically,

      -- Bombardier Aerospace, which is planning its production
to reflect the uncertainty in the sector, is expected to
demonstrate an improvement over fiscal year 2003 results. Based
on the current backlog, it is expected that aircraft deliveries
for fiscal 2004 will be at a level similar to those of fiscal
year 2003. The entry into service of the Bombardier
Challenger(i) 300 in the business aircraft segment and of the
Bombardier CRJ900(i) in the regional aircraft segment will
contribute to this achievement. The final outcome of the major
restructuring of key airlines will have an impact on
Bombardier's activities. However, the Corporation believes the
current business plan presents a sound course of action.

      -- Bombardier Transportation's results, based on industry
growth and increased profitability in its contracts, are
expected to improve. Ongoing productivity enhancement and cost
reduction programs will contribute to this improvement along
with reinforced quality control on new product introduction.

      -- Bombardier Capital will be a smaller contributor to
overall profits due to the significant reduction in its assets
under management."

       FINANCIAL RESULTS FOR THE YEAR ENDED JAN. 31, 2003

Bombardier Inc., reported consolidated revenues of $23.7 billion
for the year ended Jan. 31, 2003, an increase of 8.5% over
revenues of $21.8 billion the previous year. This increase is
mainly due to a higher level of activity in the transportation
segment and the consolidation of Bombardier Transportation GmbH
(Adtranz) accounts for the full 12-month period for fiscal year
2003, compared to eight months for the previous year. This
increase was also due to higher sales of outboard engines and
all-terrain vehicles (ATVs). These increases were partially
offset by lower revenues in the aerospace segment, mainly as a
result of lower business aircraft deliveries.

Effective in the fourth quarter of fiscal year 2003, Bombardier
Aerospace changed its accounting policy from the program
accounting method to the average cost accounting method. This is
more fully described in the aerospace section. The following
results reflect the retroactive application of the changes in
accounting policies for the aerospace segment to all periods.

Earnings before tax before special items reached $519.6 million
for fiscal 2003, compared to $1.1 billion for fiscal year 2002.
Net loss for fiscal year 2003 was $615.2 million compared to a
net income of $36.0 million for fiscal year 2002. Before the
effect of the changes in accounting policies and special items,
earnings per share would have reached $0.44 for fiscal year
2003.

Bombardier's order backlog as at Jan. 31, 2003 totaled $44.4
billion, compared to $44.1 billion as at Jan. 31, 2002. In
aerospace, the backlog reached $18.7 billion as at Jan. 31,
2003, compared to $23.7 billion at the end of the previous
fiscal year and, in transportation, it totaled $25.7 billion at
the end of the fiscal year, compared to $20.4 billion as at
Jan. 31, 2002.

Prices for the Corporation's aircraft products have recently
exhibited and are expected to continue to exhibit greater
volatility than in the past. Making sufficiently reliable
estimates of future sale prices, as required by the program
accounting method, has therefore become more difficult. As a
result of these changes in circumstances, Management concluded
that, under prevailing market conditions, the average cost
accounting method is preferable to the program accounting method
to account for cost of sales, since it will enhance investor
understanding of the Corporation's performance. Financial
results will more rapidly reflect changes in production costs
and the impact of external factors affecting its business, such
as actual selling prices.

Under the average cost accounting method, estimated average unit
production costs are charged to cost of sales. As a result, the
margin on each aircraft delivered varies depending on the
aircraft selling price. Under the program accounting method, the
cost of sale for each delivered aircraft was calculated as a
percentage of the actual sale price, achieving a constant
program margin percentage.

Under the new accounting method, management conducts quarterly
reviews as well as a detailed annual review of its cost
estimates and program quantities. The effect of any revision is
accounted for through a cumulative catch-up adjustment to
income. Previously, under the program method of accounting,
changes in margin estimates were accounted for prospectively
over remaining program quantities.

Non-recurring costs, including prototype design and development,
which were previously deferred as inventory costs and amortized
over the initial program quantity or less, are now accounted for
as program tooling in property, plant and equipment, and are
amortized under the straight-line method. The cost of program
tooling now includes interest charges incurred during
construction.

These changes in accounting policies were applied retroactively
with restatement of prior period financial statements, as
required by generally accepted accounting principles. This also
provides a better understanding of the impact of the new
accounting policies on historical results. The pre-tax effect of
these changes of accounting policies and related revisions of
estimates amounted to $2.2 billion for fiscal year 2003 and all
prior periods. This amount comprises $614.7 million included in
the special items for the current year.

Analysis of results

For the year ended Jan. 31, 2003, Bombardier Aerospace had
segmented revenues of $11.3 billion, compared to $12.3 billion
in the previous year. This decrease is mainly due to the decline
in business aircraft deliveries and the effect of the change in
timing of revenue recognition for narrow-body business jets.
These reductions were partially offset by higher deliveries of
regional jets and sales of used business aircraft, as well as a
higher effective exchange rate for the U.S. dollar compared to
the Canadian dollar, resulting from the Corporation's hedging
activities.

Negative EBT before special items, reflecting the changes in
accounting policies, was $32.4 million for the year ended
Jan. 31, 2003, compared to an EBT before special items of $721.5
million for the previous year. This decrease results mainly from
lower deliveries of business aircraft.

Special items of $1.3 billion were recorded during fiscal year
2003, of which $614.7 million related to the revision of
aerospace program estimates. The latter amount is included in
the cumulative $2.2-billion charge discussed above. In addition,
a $587.9-million charge was also recorded for the write-down of
used aircraft and production inventory, as well as for
anticipated losses on trade-in business aircraft and lower-than-
anticipated sub-lease revenues, $67.2 million for severance and
other involuntary termination costs, and $41.0 million related
to the final settlement of a lawsuit and a contractual dispute.
Of the $1.3 billion, $211.4 million was recorded during the
second quarter and the remainder in the fourth quarter.

Aircraft deliveries totaled 298 units compared to 370 units in
fiscal year 2002. The deliveries for 2002-03 include 220
regional aircraft, 77 business jets and one amphibious aircraft.

Bombardier Transportation

-- Segmented revenues for the fiscal year reach $9.4 billion

-- EBT reaches $309.8 million

-- New contract wins totalling $11.7 billion during the fiscal
    year

-- Order backlog of $25.7 billion

For the year ended Jan. 31, 2003, Bombardier Transportation's
segmented revenues amounted to $9.4 billion, compared to $7.0
billion for the previous year. EBT for fiscal year 2003 amounted
to $309.8 million, compared to EBT before special items of
$230.4 million for the year ended Jan. 31, 2002. These increases
are due to the consolidation of Adtranz accounts for the full 12
months of fiscal year 2003, compared to eight months for last
year, the strengthening of the euro compared to the Canadian
dollar, and a higher level of activity on some contracts, mainly
in Europe.

As at Jan. 31, 2003, Bombardier Transportation's order backlog
totaled $25.7 billion, consisting of $19.8 billion for
manufacturing operations and $5.9 billion for service
businesses. This compares to $16.3 billion for manufacturing
operations and $4.1 billion for service businesses, for a total
of $20.4 billion as at Jan. 31, 2002. The increase in the value
of the backlog reflects order intake of $11.7 billion and a
$3.0-billion adjustment relating to the strengthening of the
euro compared to the Canadian dollar.

Bombardier Recreational Products

-- Segmented revenues for the fiscal year reach $2.5 billion

-- EBT reaches $138.4 million

For the year ended Jan. 31, 2003, Bombardier Recreational
Products' segmented revenues amounted to $2.5 billion, compared
to $2.0 billion for the previous year. This increase is mainly
due to higher outboard engines sales and increased deliveries of
ATVs due to the expansion of the product line.

EBT reached $138.4 million for fiscal year 2003, compared to
$150.3 million for the previous year. This decrease reflects a
different product mix resulting from higher sales of outboard
engines and ATVs, which generate lower margins than mature
products. In addition, poor snow accumulation in North America,
most notably in the central United States, resulted in higher
levels of retail sales incentives for snowmobiles.

Bombardier Capital

-- Segmented revenues for the fiscal year reach $894.9 million

-- EBT reaches $103.8 million

-- Reduction of assets under management of $2.2 billion

For the year ended Jan. 31, 2003, Bombardier Capital's segmented
revenues were $894.9 million, compared to $966.8 million the
previous year. This decrease is primarily due to the wind-down
of the discontinued portfolios, as well as a declining interest
rate environment, partially offset by additional revenues from
the securitized floorplan receivable portfolios, brought on-
balance sheet effective June 1, 2002. Bombardier Capital's EBT
amounted to $103.8 million for fiscal year 2003, an increase
over EBT before special items of $41.4 million in fiscal year
2002. This increase results from improved margins following the
discontinuance of the manufactured housing and consumer finance
businesses, as well as improved margins in the inventory finance
businesses.

On Sept. 27, 2002, Bombardier Capital announced its decision to
reduce its debt mainly through the sale and gradual wind-down of
the receivable factoring and the business aircraft financing
portfolios. Today, the Corporation announced its intention to
cease origination for Bombardier Capital's railcar leasing
activities. Bombardier Capital will focus its origination
activities on inventory financing and interim financing for
Bombardier Aerospace regional aircraft. Proceeds from the sale
and gradual wind-down of the discontinued portfolios will be
applied to the reduction of Bombardier Capital's debt.

Assets under management, before allowance for credit losses,
amounted to $9.7 billion as at Jan. 31, 2003 compared to $11.9
billion as at Jan. 31, 2002. This 18.1% decrease was primarily
due to the gradual wind-down of the discontinued portfolios and,
in particular, the receivable factoring portfolio.

Bombardier Inc., a diversified manufacturing and services
company, is a world-leading manufacturer of business jets,
regional aircraft, rail transportation equipment and motorized
recreational products. It also provides financial services and
asset management in business areas aligned with its core
expertise. Headquartered in Montreal, Canada, the Corporation
has a workforce of some 75,000 people in 25 countries throughout
the Americas, Europe and Asia-Pacific. Its revenues for the
fiscal year ended Jan. 31, 2003 stood at $23.7 billion.
Bombardier trades on the Toronto, Brussels and Frankfurt stock
exchanges (BBD, BOM and BBDd.F).


CANWEST GLOBAL: Closes $200-Mill. Sr. Unsecured Debt Offering
-------------------------------------------------------------
CanWest Global Communications Corp., announced that CanWest
Media Inc., a wholly owned subsidiary, has completed a private
placement of US$200 million, or approximately C$295 million in
unsecured senior notes. The notes carry a coupon interest rate
of 7-5/8% per annum and have a ten-year term.

The offering was completed in accordance with Securities and
Exchange Commission Rule 144A. Approximately C$275 million of
the proceeds will be used to retire a portion of the 12-1/8%
subordinated notes held by Hollinger International Inc. and
Hollinger Canadian Newspapers Limited Partnership.

Commenting on the transaction, Leonard Asper, President and CEO
of CanWest Global Communications Corp. said "Demand for the
notes, at a rate of interest that is favourable to the Company,
well exceeded supply, a resounding vote of confidence in CanWest
by US financial institutions. The 7 5/8% per annum rate on the
senior notes will result in a saving in consolidated interest
expense of approximately C$12.7 million annually."

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

                         *   *   *

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

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


CHILDTIME LEARNING: Shareholders Approve Amendment to Charter
-------------------------------------------------------------
On March 10, 2003, Childtime Learning Centers, Inc., held a
Special Meeting of Shareholders for the purpose of approving an
amendment to the Company's Restated Articles of Incorporation to
increase the number of authorized shares of common stock from
20,000,000 shares, no par value, to 40,000,000 shares, no par
value. The proposal was approved by the shareholders at the
Special Meeting. The votes were as follows:

    Amendment to the Restated Articles of Incorporation

      Votes In Favor       Votes Against     Votes Abstained
      ---------------      -------------     ---------------
            4,091,380            282,225                   0

                         *   *   *

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

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


CLAYTON HOMES: Fitch Puts Low-B Ratings on Rating Watch Positive
----------------------------------------------------------------
The ratings of Clayton Homes, Inc., and some of its Vanderbilt
Mortgage manufactured housing securitizations have been placed
on Rating Watch Positive by Fitch Ratings. Currently, Fitch has
an indicative senior unsecured rating of 'BB+' for Clayton
Homes. Clayton Homes has entered into a definitive agreement to
merge with Berkshire Hathaway (BRK.A; BRK.B). Under terms of the
agreement Clayton's shareholders will receive cash of $12.50 per
share in the merger. The Clayton management group will remain in
place following the merger. The merger is expected to be
completed over the next two and a half to three months, if there
are no unexpected developments.

The current rating is based on the company's historically
conservative corporate financial policy, broad vertical
integration, high recurring stream of income and substantial
free cash flow generation that results from its operating model.
Management clearly understands the dynamics of the manufactured
housing sector and had the discipline to not over-expand during
the last cyclical upturn. Concerns with Clayton center on the
high-risk credit profile of the financial services operations
(Vanderbilt Mortgage), dependence on secured funding facilities,
capital constraints required to run a financial services unit,
and declining portfolio performance measures as a result of the
slowdown in the manufactured housing industry. Continued
pressures relating to industry consumer and wholesale credit
availability are also concerns.

Clayton provides limited guarantees for 21 classes in 12
Vanderbilt Mortgage manufactured housing securitizations rated
by Fitch. The ratings on these classes have been placed on
Rating Watch Positive.

The following classes are placed on Rating Watch Positive 'BB+':

      1998-A: I B-2
      1998-B: I B-2
      1998-C: I B-2
      1998-D: I B-2
      1999-A: I B-2
      1999-B: I B-2
      1999-C: I B-2
      1999-D: I B-2
      2000-A: I B-2
      2000-C: I B-2
      2000-D: I B-2
      2001-A: I B-2

The following classes have the support of over-collateralization
in addition to the limited guarantee and therefore have a rating
higher than the indicative rating of Clayton Homes. The
following classes are placed on Rating Watch Positive 'BBB':

      1998-A: II B-3
      1998-B: II B-3
      1998-C: II B-3
      1998-D: II B-3
      1999-A: II B-3
      1999-B: II B-3
      1999-C: II B-3
      1999-D: II B-3
      2000-A: II B-3

The Positive Rating Watch reflects the pending acquisition of
Clayton by Berkshire Hathaway, an AAA rated company. A positive
ratings outcome depends on Berkshire Hathaway's demonstration of
implicit or explicit support of Clayton and Vanderbilt's
outstanding and future debt. Without such support credit ratings
may remain at current levels. A final decision on ratings
adjustments awaits more details about the structure post-merger.


CONSOLIDATED FREIGHTWAYS: Places Tucson Facility Up for Sale
------------------------------------------------------------
As part of the largest real estate sale in transportation
history -- 220 total properties with an appraised value over
$400 million -- Consolidated Freightways is placing its Tucson
distribution facility located at 3350 East Ajo Way for sale to
the highest bidder, through an open auction process scheduled
for April 10, 2003.

The Tucson property is a 21-door cross-dock distribution
facility situated on 5 acres and has been closed to operations
since September 3, 2002, when the 74-year-old company filed for
bankruptcy protection. Since then CF has been liquidating the
assets of the corporation under orders of the bankruptcy court.
Twenty-five CF employees formerly worked at the Tucson terminal.

A contract price of $775,000 has been established for the CF
property. Interested parties who would like to participate in
the April 10, 2003, bankruptcy auction should submit the form
Request to be Designated a Qualified Bidder at Auction. That
form can be found at http://www.cfterminals.com/Overbidder.html
and must be submitted prior to the date of the auction. The
indicated deposit must also be received, via wire or certified
check, prior to the date of the auction.

To date, 59 CF properties throughout the U.S. have been sold for
$165 million. Potential bidders should direct any questions
about the property and the bidding procedures that cannot be
answered at the company's Web site http://www.cfterminals.com
to Transportation Property Company at 858/350-4050.


CONSOLIDATED FREIGHTWAYS: Selling Wichita Property for $525,000
---------------------------------------------------------------
As part of the largest real estate sale in transportation
history -- 220 total properties with an appraised value over
$400 million -- Consolidated Freightways is placing its Wichita
distribution facility located at 3838 South Gold for sale to the
highest bidder, through an open auction process scheduled for
April 10, 2003.

The Wichita property is a 22-door cross-dock distribution
facility situated on 12.48 acres and has been closed to
operations since September 3, 2002, when the 74-year-old company
filed for bankruptcy protection. Since then CF has been
liquidating the assets of the corporation under orders of the
bankruptcy court. Forty-two CF employees formerly worked at the
Wichita terminal.

A contract price of $525,000 has been established for the CF
property. Interested parties who would like to participate in
the April 10, 2003, bankruptcy auction should submit the form
Request to be Designated a Qualified Bidder at Auction. That
form can be found at http://www.cfterminals.com/Overbidder.html
and must be submitted prior to the date of the auction. The
indicated deposit must also be received, via wire or certified
check, prior to the date of the auction.

To date, 59 CF properties throughout the U.S. have been sold for
$165 million. Potential bidders should direct any questions
about the property and the bidding procedures that cannot be
answered at the companies Web site http://www.cfterminals.com
to Transportation Properties, 858/350-4050.

On September 3, 2002, Consolidated Freightways filed for Chapter
11 protection under the federal bankruptcy laws (Bankr. C.D.
Calif. Case No. 02-24289).


CONSOLIDATED FREIGHTWAYS: Selling St. Louis Facility for $2.4MM
---------------------------------------------------------------
As part of the largest real estate sale in transportation
history -- 220 total properties with an appraised value over
$400 million -- Consolidated Freightways is placing its St.
Louis distribution facility located at 8500 North Hall St. for
sale to the highest bidder, through an open auction process
scheduled for April 10, 2003.

The St. Louis property is a 142-door cross-dock distribution
facility situated on 22.15 acres and has been closed to
operations since September 3, 2002 when the 74-year-old company
filed for bankruptcy protection. Since then CF has been
liquidating the assets of the corporation under orders of the
bankruptcy court. Two-hundred-sixty-five CF employees formerly
worked at the St. Louis terminal.

A contract price of $2,400,000 has been established for the CF
property. Interested parties who would like to participate in
the April 10, 2003 bankruptcy auction should submit the form
Request to be Designated a Qualified Bidder at Auction. That
form can be found at http://www.cfterminals.com/Overbidder.html
and must be submitted prior to the date of the auction. The
indicated deposit must also be received, via wire or certified
check, prior to the date of the auction.

To date, 59 CF properties throughout the U.S. have been sold for
$165 million. Potential bidders should direct any questions
about the property and the bidding procedures that cannot be
answered at the company's Web site http://www.cfterminals.com
to Transportation Property Company at 858/350-4050.


CONSOLIDATED FREIGHTWAYS: Plans to Auction Kennewick Property
-------------------------------------------------------------
As part of the largest real estate sale in transportation
history -- 220 total properties with an appraised value over
$400 million -- Consolidated Freightways is placing its
Kennewick distribution facility located at 900 East Bruneau Ave.
for sale to the highest bidder, through an open auction process
scheduled for April 10, 2003.

The Kennewick property is a 14-door cross-dock distribution
facility situated on 2.55 acres and has been closed to
operations since September 3, 2002, when the 74-year-old company
filed for bankruptcy protection. Since then CF has been
liquidating the assets of the corporation under orders of the
bankruptcy court. Fourteen CF employees formerly worked at the
Kennewick terminal.

A contract price of $225,000 has been established for the CF
property. Interested parties who would like to participate in
the April 10, 2003, bankruptcy auction should submit the form
Request to be Designated a Qualified Bidder at Auction. That
form can be found at http://www.cfterminals.com/Overbidder.html
and must be submitted prior to the date of the auction. The
indicated deposit must also be received, via wire or certified
check, prior to the date of the auction.

To date, 59 CF properties throughout the U.S. have been sold for
$165 million. Potential bidders should direct any questions
about the property and the bidding procedures that cannot be
answered at the company's Web site http://www.cfterminals.com
to Transportation Property Company at 858/350-4050.


CONSOLIDATED FREIGHTWAYS: Selling Eau Claire Assets at Auction
--------------------------------------------------------------
As part of the largest real estate sale in transportation
history -- 220 total properties with an appraised value over
$400 million -- Consolidated Freightways is placing its Eau
Claire distribution facility located at 4115 Mcintyre Street for
sale to the highest bidder, through an open auction process
scheduled for April 10, 2003.

The Eau Claire property is an 8-door cross-dock facility
situated on 2.25 acres and has been closed to operations since
September 3, 2002, when the 74-year-old company filed for
bankruptcy protection. Since then CF has been liquidating the
assets of the corporation under orders of the bankruptcy court.
Five CF employees formerly worked at the Eau Claire terminal.

A contract price of $210,000 has been established for the CF
property. Interested parties who would like to participate in
the April 10 bankruptcy auction should submit the form Request
to be Designated a Qualified Bidder at Auction. That form can be
found at http://www.cfterminals.com/Overbidder.htmland must be
submitted prior to the date of the auction. The indicated
deposit must also be received, via wire or certified check,
prior to the date of the auction.

To date, 59 CF properties throughout the U.S. have been sold for
$165 million. Potential bidders should direct any questions
about the property and the bidding procedures that cannot be
answered at the company's Web site http://www.cfterminals.com
to Transportation Property Company at 858/350-4050.


CONSOLIDATED FREIGHTWAYS: Selling Irwindale Facility for $2 Mil.
----------------------------------------------------------------
As part of the largest real estate sale in transportation
history -- 220 total properties with an appraised value over
$400 million -- Consolidated Freightways is placing its
Irwindale distribution facility located at 13645 Live Oak Lane
for sale to the highest bidder, through an open auction process
scheduled for April 10, 2003.

The Irwindale property is a 28-door cross-dock distribution
facility situated on 5.67 acres and has been closed to
operations since September 3, 2002, when the 74-year-old company
filed for bankruptcy protection. Since then CF has been
liquidating the assets of the corporation under orders of the
bankruptcy court. Thirty-five CF employees formerly worked at
the Irwindale terminal.

A contract price of $2,000,000 has been established for the CF
property. Interested parties who would like to participate in
the April 10th bankruptcy auction should submit the form Request
to be Designated a Qualified Bidder at Auction. That form can be
found at http://www.cfterminals.com/Overbidder.htmland must be
submitted prior to the date of the auction. The indicated
deposit must also be received, via wire or certified check,
prior to the date of the auction.

To date, 59 CF properties throughout the U.S. have been sold for
$165 million. Potential bidders should direct any questions
about the property and the bidding procedures that cannot be
answered at the company's Web site http://www.cfterminals.com
to Transportation Property Company at 858/350-4050.


CONSOLIDATED FREIGHTWAYS: Selling Indianapolis Assets for $4.5MM
----------------------------------------------------------------
As part of the largest real estate sale in transportation
history -- 220 total properties with an appraised value over
$400 million -- Consolidated Freightways is placing its
Indianapolis distribution facility located at 3915 West Morris
Street for sale to the highest bidder, through an open auction
process scheduled for April 10, 2003.

The Indianapolis property is a 223-door cross-dock distribution
facility situated on 33.12 acres and has been closed to
operations since September 3, 2002 when the 74-year-old company
filed for bankruptcy protection. Since then CF has been
liquidating the assets of the corporation under orders of the
bankruptcy court. Five-hundred-forty-seven CF employees formerly
worked at the Indianapolis terminal.

A contract price of $4,500,000 has been established for the CF
property. Interested parties who would like to participate in
the April 10th bankruptcy auction should submit the form Request
to be Designated a Qualified Bidder at Auction. That form can be
found at http://www.cfterminals.com/Overbidder.htmland must be
submitted prior to the date of the auction. The indicated
deposit must also be received, via wire or certified check,
prior to the date of the auction.

To date, 59 CF properties throughout the U.S. have been sold for
$165 million. Potential bidders should direct any questions
about the property and the bidding procedures that cannot be
answered at the company's Web site http://www.cfterminals.com
to Transportation Property Company at 858/350-4050.


CONSOLIDATED FREIGHTWAYS: Hutchison Facility Up for Sale
--------------------------------------------------------
As part of the largest real estate sale in transportation
history -- 220 total properties with an appraised value over
$400 million -- Consolidated Freightways announced that it is
placing its Hutchinson distribution facility located at 175
Michigan Street for sale to the highest bidder, through an open
auction process scheduled for April 10, 2003.

The Hutchinson property is a 5-door cross-dock distribution
facility situated on 2.75 acres and has been closed to
operations since September 3, 2002 when the 74-year-old company
filed for bankruptcy protection. Since then CF has been
liquidating the assets of the corporation under orders of the
bankruptcy court. Three CF employees formerly worked at the
Hutchinson terminal.

A contract price of $141,000 has been established for the CF
property. Interested parties who would like to participate in
the April 10th bankruptcy auction should submit the form Request
to be Designated a Qualified Bidder at Auction. That form can be
found at http://www.cfterminals.com/Overbidder.htmland must be
submitted prior to the date of the auction. The indicated
deposit must also be received, via wire or certified check,
prior to the date of the auction.

To date, 59 CF properties throughout the U.S. have been sold for
$165 million.

Potential bidders should direct any questions about the property
and the bidding procedures that cannot be answered at the
company's Web site http://www.cfterminals.comto Transportation
Property Company at 858/350-4050.


CONSOLIDATED FREIGHTWAYS: Selling El Paso Facility for $2.4 Mil.
----------------------------------------------------------------
As part of the largest real estate sale in transportation
history -- 220 total properties with an appraised value over
$400 million -- Consolidated Freightways announced that it is
placing its El Paso distribution facility located at 300 North
Clark Drive for sale to the highest bidder, through an open
auction process scheduled for April 10, 2003.

The El Paso property is a 62-door cross-dock distribution
facility situated on 7.5 acres and has been closed to operations
since September 3, 2002 when the 74-year-old company filed for
bankruptcy protection. Since then CF has been liquidating the
assets of the corporation under orders of the bankruptcy court.
Seventy-six CF employees formerly worked at the El Paso
terminal.

A contract price of $2,400,000 has been established for the CF
property. Interested parties who would like to participate in
the April 10 bankruptcy auction should submit the form Request
to be Designated a Qualified Bidder at Auction. That form can be
found at http://www.cfterminals.com/Overbidder.htmland must be
submitted prior to the date of the auction. The indicated
deposit must also be received, via wire or certified check,
prior to the date of the auction.

To date, 59 CF properties throughout the U.S. have been sold for
$165 million. Potential bidders should direct any questions
about the property and the bidding procedures that cannot be
answered at the company's Web site http://www.cfterminals.com
to Transportation Property Company at 858/350-4050.


CORRECTIONS CORP: S&P Rates Unsecured/Subordinated Debt at B/B-
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
'B'/'B-' senior unsecured/subordinated debt ratings to prison
and correctional services company Corrections Corp. of America's
$700 million universal shelf registration.

In addition, Standard & Poor's assigned its 'B' senior unsecured
debt rating to Nashville, Tennessee-based CCA's proposed $200
million senior unsecured notes due 2011, which will be issued
under the company's $700 million shelf registration.

At the same time, Standard & Poor's raised CCA's senior secured
debt rating to 'BB-' from 'B+' and senior unsecured debt rating
to 'B' from 'B-'. CCA's 'B+' corporate credit rating has been
affirmed and its outlook remains positive.

The rating actions follow the company's recent announcement that
it intends to offer 6.4 million shares of new common stock and
issue $200 million of new senior unsecured notes. The proceeds
of these actions will be used for:

The redemption of four million shares of its Series A preferred
stock; The tender of up to 90% of its Series B preferred stock;
The repurchase of 3.4 million shares of common stock to be
issued upon conversion of the company's outstanding $40 million
convertible notes; and The repayment of a portion of the
company's senior secured term bank loans.

In a separate announcement, the company said it will also prepay
about $57 million of the company's senior secured term loan
facilities with $25 million of cash on hand and an expected $32
million tax refund.

CCA had about $1.2 billion of total debt (including about $215
million of preferred stock) outstanding at Dec. 31, 2002. The
affirmation of CCA's corporate credit rating reflects the
company's continuing heavy debt burden following the announced
transactions and Standard & Poor's expectation that the
company's credit protection measures would continue to reflect a
'B+' rating.

"The ratings upgrade on the company's existing debt issues
reflects CCA's plan to reduce its senior secured bank debt by
more than $100 million during the second quarter of 2003," said
Standard & Poor's credit analyst David Kang. This debt reduction
is expected to result in greater asset coverage of the senior
secured debt, which would then be sufficient to fully cover the
bank debt.

The ratings on CCA continue to reflect its narrow business
focus, inherent political risk, and highly leveraged financial
profile. Somewhat mitigating these factors is the company's
leading position in the U.S. private correctional facility
management and construction business.

CCA specializes in owning, operating, and managing prisons and
other correctional facilities, and provides inmate residential
and prisoner transportation services for government agencies.
CCA is the largest private operator of correctional and
detention facilities in the U.S., with a capacity of about
60,000 beds or about 50% of the U.S. private prison bed market.


CORRPRO COMPANIES: Sells Rohrback Cosasco Systems Subsidiary
------------------------------------------------------------
Corrpro Companies, Inc. (Amex: CO), announced the sale of its
Rohrback Cosasco Systems, Inc. subsidiary in a private
transaction for an undisclosed amount. This is the second
successfully completed business unit sale under Corrpro's
business restructuring plan to enhance earnings and lower debt
levels.

"This is another significant step in our plan to focus on our
North American Operations and benefit from the ability to sell
valuable, nonstrategic assets. We were able to complete the sale
at a gain, with sale proceeds in line with our expectations,"
stated Joseph W. Rog, Chairman, President, and Chief Executive
Officer of Corrpro. "In addition, we have agreed to continue as
a leading distributor of Rohrback Cosasco Systems' corrosion
monitoring equipment."

"The new RCS owners are industry veterans who fully appreciate
the unique position of RCS in its selected niche markets. Their
extensive international experience provides strong opportunities
for growth and further enhancement of the quality image Rohrback
Cosasco Systems enjoys," commented Gordon Erickson, who will
remain with RCS as Executive Vice President. "RCS is one of the
world's premier designers and suppliers of specialty corrosion
monitoring products and systems in the niche markets it serves."

Corrpro was represented in this transaction by Brown, Gibbons,
Lang & Company, a leading investment bank with offices in
Cleveland and Chicago. BGL specializes in providing financial
advisory services to middle- market companies nationwide with
total enterprise values typically ranging from $20 million to
$500 million.

Corrpro, headquartered in Medina, Ohio, with over 50 offices
worldwide and whose December 31, 2002 balance sheet shows a
working capital deficit of about $17 million, is the leading
provider of corrosion control engineering services, systems and
equipment to the infrastructure, environmental and energy
markets around the world. Corrpro is the leading provider of
cathodic protection systems and engineering services, as well as
the leading supplier of corrosion protection services relating
to coatings, pipeline integrity and reinforced concrete
structures.

Based in Santa Fe Springs, California, RCS is a worldwide leader
in corrosion monitoring equipment and systems. RCS provides
comprehensive lines of corrosion monitoring probes, mounting and
access fittings for inserting and retrieving probes, instruments
for collection, display and analysis of corrosion related data,
and systems and software to remotely monitor corrosion.


DELTA AIR: CEO Mullin Voluntarily Reduces Compensation by $9.1MM
----------------------------------------------------------------
Delta Air Lines (NYSE: DAL) Chairman and CEO Leo F. Mullin says
he will reduce his compensation by an estimated $9.1 million,
effective immediately. Mullin will take a 25% salary reduction
for 2003, and will rescind or forego all of his incentive
payments relative to 2003 performance.

The specific actions related to this announcement regarding
Mullin's compensation include:

      * Reduce salary rate by 25 percent (to $596,250, effective
        April 1), down from the beginning of year salary rate
        ($795,000) (Note: this includes 10 percent salary rate
        reduction which took effect March 1)

      * Not accept any Annual Incentive Pay for 2003 performance.
        (estimated at $1 million, if Delta met all of its
        performance goals for 2003)

      * Rescind the Retention Agreement payment to be made to me
        in 2003 and 2004 ($2.4 million)

      * Rescind the stock-based awards associated with the
        renewal of my five-year contract (signed November 29,
        2002), with a minimum estimated Black-Scholes value of
        $5.5 million.

In a memorandum to all Delta employees late last week, Mullin
referred to Delta's executive compensation program to date, and
said that, "the decisions in regard to executive compensation
were fully appropriate in the context of the time in which they
were made. However, the reality of the airline industry is that
the context changes rapidly. Concerns we are now facing were not
part of the environment when those earlier decisions were made,
or their importance has been magnified."

The full text of Mullin's employee memorandum is below.

'To: All Delta Employees
From: Leo F. Mullin, Chairman and Chief Executive Officer
Date: April 3, 2003
Subject: Executive Compensation

Following the release of Delta's proxy statement at the end of
March, much attention by the media and within the company has
been focused on the subject of executive compensation. Today, I
would like to address this issue with you directly, beginning
with the context in which the Board of Directors made the
decisions described in the proxy statement, over the course of
2002. I would also like to share with you the actions I have
taken in regard to my own compensation, given the dramatic ways
in which that context has now changed.

Let me begin by noting that Delta's proxy statement, which
outlines the Board's executive compensation decisions during
2002, was issued on March 25, 2003. The date of issue was set in
order to comply with Security and Exchange Commission
requirements for distribution prior to our April 25 annual
shareholders meeting. However, the actions described in the
proxy statement occurred over the full course of 2002, with many
of those actions rooted in the events and the aftermath of
September 11. As the Board explains in the proxy statement, a
key priority in response to the national and industry crisis
following 9/11 was to maintain a management team "capable of
responding effectively to the extraordinary challenges,"
including programs that would retain and motivate the team
members.

Among other actions, the Board established demanding performance
goals for Delta's executive team, placing primary emphasis on
ensuring adequate liquidity and drastically reducing the daily
"burn" of cash (generally defined as the amount by which costs
exceed revenue). The Delta team succeeded on both counts.
Consequently, Delta is the best positioned hub-and-spoke carrier
in the industry, a view supported by reports from many Wall
Street analysts. Because the key goals were met, the Board, in
January 2003, approved the final 2002 incentive awards, as the
proxy statement details.

Also as part of its effort to retain Delta's management team
during the extraordinary challenges ahead, the Board in January
2002 established a Special Retention Program, as discussed in
the proxy statement. This program provides potential cash awards
in 2004 and 2005 for Delta executives, tied to both retention
and performance goals.

In these and every other executive compensation program outlined
in the proxy statement, the Board has consistently acted in the
best interest of Delta Air Lines, meeting all legal and ethical
requirements and expectations at every point. The decisions in
regard to executive compensation were fully appropriate in the
context of the time in which they were made.

However, the reality of the airline industry is that the context
changes rapidly. Concerns we are now facing were not part of the
environment when those earlier decisions were made, or their
importance has been magnified, including issues related to:

* Impact of the War in Iraq

* Continuing, deeper than expected plunge in revenue and traffic

* Increased competitive concerns as United and US Airways
   restructure under bankruptcy protection.

* Further competitive pressure as American Airlines manages to
   reorganize outside of bankruptcy -- and as others (most
   recently Air Canada) declare Chapter 11.

* Need for immediate action in Washington to provide federal
   relief from post-9/11 security costs and tax burdens.

* Competitive requirement that Delta's labor costs be brought in
   line with that of the restructuring carriers.

With this said, I understand the concerns that have been raised
in the current context. Most importantly, I want to provide a
basis for moving forward so that we can resume our focus on the
crucial core business and strategic issues we face. Hence, I
have chosen to take the following steps:

* Reduce my salary rate by 25 percent (to $596,250), down from
   the beginning of year salary rate ($795,000); this reduction
   includes the 10 percent salary rate reduction taken earlier
   this year.

* Not accept any Annual Incentive Pay that might be awarded to
   me for 2003 performance.

* Rescind any Retention Award payment I might be eligible for in
   2004 and 2005.

* Rescind the stock-based awards associated with the renewal of
   my five-year contract (signed November 29, 2002), with a
   minimum estimated Black-Scholes value of $5.5 million.

As Delta's CEO, I believe it is appropriate for me to take these
steps. Also as Delta's CEO, I believe it is absolutely essential
for the welfare of our company that I continue to meet the
requirement, using a competitive compensation program, to
attract and retain a highly motivated executive team. I am
enormously proud of the team we have assembled, and fully
confident of their ability to meet the challenges ahead. Most
recently, they have confirmed their commitment to shared
sacrifice with the salary reductions announced earlier this
year. As with the entire Delta team, their continued support is
absolutely invaluable to me and to the company as we move
forward through the demanding days ahead.

In closing, let me say that while the specifics of this decision
required careful thought and consideration, what became clear as
I worked through the process was that there was no absolutely
correct approach or set of actions. But, in the current
circumstances, the steps I am taking feel right to me. I hope
you will agree.


DIRECTV LATIN: Wants to Pull Plug on Music Choice Contract
----------------------------------------------------------
One of the main causes of DirecTV Latin America, LLC's financial
difficulties is uneconomic agreements with its Programming
Providers.  In reorganizing its business, DirecTV believes that
it is necessary and appropriate to reject immediately certain of
these uneconomic contracts to avoid incurring postpetition
administrative expense claims for contracts that do not benefit
its estate, creditors and other parties-in-interest.

Accordingly, pursuant to Sections 105(a) and 365(a) of the
Bankruptcy Code, DirecTV seeks the Court's authority to reject
-- effective March 18, 2003 -- an Affiliation Agreement for
International DTH Satellite Exhibition of Programming, dated as
of July 17, 1996, with Music Choice, formerly Digital Cable
Radio Associates.

Joel A. Waite, Esq., at Young Conaway Stargatt & Taylor LLP, in
Wilmington, Delaware, relates that the Music Choice Contract
governs the distribution of Music Choice channels by DirecTV in
Latin America.  Under the current terms, the Music Choice
Contract is expected to cost DirecTV $20,000,000 over the
remaining life of the contract -- until June 2006.

Mr. Waite contends that the rejection is warranted, given that:

     (a) DirecTV receives similar programming from another
         provider at a substantially lower price in many of the
         same markets;

     (b) it will allow DirecTV to avoid incurring postpetition
         administrative expense claims with respect to the
         contract; and

     (c) the economic burden of the Music Choice Contract is
         further exacerbated by certain withholding taxes that
         are payable related to payments under this contract.

Moreover, Mr. Waite informs Judge Walsh that DirecTV has already
notified Music Choice of its intention to reject the Music
Choice Contract immediately.  Music Choice has been advised that
DirecTV would cease performing its obligations on the Petition
Date. (DirecTV Latin America Bankruptcy News, Issue No. 3;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


ENRON: Court Agrees to Execution of PGE Option Termination Deal
---------------------------------------------------------------
Enron Corp., Enron North America Corp., and Enron Property &
Services Corp., sought and obtained the Court's authority and
approval of:

    (a) the execution and delivery of three Termination
        Agreements in connection with an Option Agreement
        dated May 7, 2001 between Enron and Enron Northwest
        Finance, LLC;

    (b) the execution and delivery of a Tax Allocation Agreement;
        and

    (c) the consummation of the transactions execution of these
        agreements contemplates.

In May 2001, Enron and its seven affiliates established a
financing structure known as Tammy II.  The seven Tammy II
affiliates are:

      -- ENA
      -- JIPL, LP, Inc.
      -- EPSC
      -- Enron Finance Management, LLC
      -- ENF
      -- Enron Northwest Intermediate, LLC
      -- Enron Northwest Assets, LLC

The structure was designed to enable Enron to raise funds from
third parties in a tax-efficient manner.  Under this structure,
a third party "minority investment" was to be made to ENF, the
assets, except for the Enron Demand Note, were ultimately
contributed down to Enron Northwest Assets.  Hence, the
commercial objective of the "Tammy II" structure was not
achieved.

Brian S. Rosen, Esq., at Weil, Gotshal & Manges LLP, in New
York, informs the Court that Enron contributed these assets
to ENF:

    (i) pursuant to the PGE Option Agreement, Enron granted to
        ENF an option -- the PGE Option -- to purchase, at any
        time prior to May 31, 2011, all of the issued and
        outstanding shares of common stock -- the PGE Stock -- of
        Portland General Electric Company for $1, which option
        have an agreed upon fair market value at the time of
        contribution of $2,100,000,000;

   (ii) pursuant to a Contribution Agreement dated June 6, 2001,
        by and between Enron and ENF, Enron contributed 3,276,811
        common units of EOTT Energy Partners LP, with an agreed
        upon fair market value at the time of contribution of
        $58,491,076;

(iii) pursuant to an Assignment of Limited Partnership
        Agreement dated August 9, 2001, Enron contributed that
        portion of Enron's limited partnership "tracker" interest
        in Joint Energy Development Investments Limited
        Partnership that related to JEDI's membership interest in
        McGarret XIV LLC and McGarret's interest in the common
        stock of Hanover Compressor Company; and

   (iv) $1,000.

In exchange of Enron's contributions, it received a Class B
Membership Interest in ENF.

In the same manner, EPSC made these contributions to ENF:

    (i) assigned to ENF a $200,000,000 demand promissory note
        issued and payable by Enron to EPSC, with an agreed upon
        fair market value at the time of contribution of
        $200,000,000; and

   (ii) contributed $1,000 to ENF.

In exchange for these contributions, EPSC received a Class B
Membership Interest in ENF.

To receive a Class B Membership Interest in ENF, JILP
contributed to ENF that portion of JILP's "tracker" interest in
Ponderosa Assets, LP.  EFM, on the other hand, contributed
$1,000 to ENF in exchange for a Class A Membership Interest in
ENF.  EFM is the managing member of ENF and Enron Northwest
Assets.

Furthermore, Mr. Rosen continues, Enron and JILP contributed
2.7150% and 95% respectively, of their Class B Membership
Interest in ENF to EPSC.  In exchange, Enron retained 1,000
shares of EPSC common stock while JILP received 20.1095 new
shares of common stock OF EPSC.

In addition, ENF contributed and assigned to ENI these assets:

    (i) the PGE Option, pursuant to an Assignment of Option
        Agreement, dated May 7, 2001, by and between ENF and ENI
        -- the Second PGE Option Agreement;

   (ii) the Enron Demand Note;

(iii) the EOTT Units, pursuant to an Assignment of EOTT Common
        Units, dated June 6, 2001, by and between ENF and ENI;
        and

   (iv) the Hanover Interests.

In exchange, ENF accordingly received 100% of the membership
interests of ENI.

Consequently, ENI contributed these assets to Enron Northwest
Assets:

    (i) the PGE Option, pursuant to an Assignment of Option
        Agreement, dated May 7, 2001, by and between ENI and
        Enron Northwest Assets;

   (ii) the EOTT Units, pursuant to an Assignment of EOTT Common
        Units, dated June 6, 2001, by and between ENI and Enron
        Northwest Assets;

(iii) the Hanover Interest; and

   (iv) $1,000.

Accordingly, ENI received a Class B Membership Interest in Enron
Northwest assets for its contributions.  Mr. Rosen notes that
ENI retained the Enron Demand Note.

In addition, EFM contributed $20,001,000 to Enron Northwest
Assets to receive Class A Membership Interest in Enron Northwest
Assets.  Shortly thereafter, Enron Northwest Assets loaned
$20,000,000 to Enron.

With these contemporaneous contributions of assets, Mr. Rosen
points out, certain Enron indebtedness was assigned to and
assumed by certain Tammy II Entities in different tranches and
at different times.  Specifically, two types of debt were
assigned:

    (a) $992,400,000 in principal amount of and certain accrued
        interest on unsecured notes, debentures and other
        evidences of indebtedness that had been issued pursuant
        to that certain Indenture, dated November 1, 1985,
        between Enron and Harris Trust and Savings Bank, as
        trustee, as supplemented and amended by the First
        Supplemental Indenture dated December 1, 1995, the
        Supplemental Indenture dated May 8, 1997, the Third
        Supplemental Indenture dated September 1, 1997 and the
        Fourth Supplemental Indenture dated August 17, 1999 --
        the Harris Trust Indenture; and

    (b) a promissory note dated March 21, 1997, in an original
        principal amount of $1,097,489,750 Houston Pipeline
        Company executed, and payable to Enron.

In connection with the assignment of the PGE Option and the EOTT
Units, $944,900,000 of the Debt Securities and the HPL Note were
assumed by two of the Tammy II Entities in May and June 2001.
Thereafter, in August 2001, $47,500,000 of additional Debt
Securities were assumed by two of the Tammy II Entities in
connection with the assignment of the Hanover Interests.
Importantly, none of the assumptions of indebtedness included a
novation of the indebtedness by the holders thereof or a
statement of third-party beneficiary status.  Consequently,
those holders did not become, and were not intended to become,
third party beneficiaries of ENI under the referenced assumption
agreements.

Mr. Rosen says that on March 31, 1997, Enron assigned its rights
in and under the HPL Note to Organizational Partner, Inc., and
guaranteed HPL's obligations to pay the HPL Note pursuant to the
Guaranty Agreement.  On the same day:

    (i) Organizational assigned its rights in and under the HPL
        Note and the Guaranty Agreement to Enron Pipeline Holding
        Company; and

   (ii) Enron, EPHC and HPL entered into an Assumption Agreement
        -- the First Assumption Agreement -- pursuant to which
        Enron assumed all of HPL's obligations under the HPL Note
        and HPL was released from its obligations under the HPL
        Note.

In May and June 2001, Enron and ENF executed an Assumption
Agreement -- the Second Assumption Agreement -- pursuant to
which ENF assumed and agreed to pay Enron's obligations under
the HPL Note and the First Assumption Agreement.  In addition,
ENF and ENI executed a Supplemental Assumption Agreement
pursuant to which:

    (i) ENI assumed and agreed to pay all of ENF's obligations
        under the HPL Note and the Second Assumption Agreement;

   (ii) Enron approved and consented to the assignment by and
        release of ENF; and

(iii) Enron was made a third party beneficiary to the
        Supplemental Assumption Agreement.

Further on, Enron and ENF executed three separate Assumption
Agreement -- the First Indenture Assumption Agreements --
wherein ENF assume and agreed to pay $850,399,842, $94,500,000
and $1,861,065 respectively, of Enron's payment obligations
under the Harris Trust Indenture.  Also, ENF and ENI executed
three separate Supplemental Indenture Assumption Agreement,
pursuant to which:

    (i) ENI assumed and agreed to pay all of ENF's obligations
        under the First Indenture Assumption Agreements;

   (ii) ENF was released from its obligations under the First
        Indenture Assumption Agreements;

(iii) Enron consented to the assignment by and release of ENF;
        and

   (iv) Enron was made a third party beneficiary to the
        Supplemental Indenture Assumption Agreement.

As discussed, Enron and ENA executed a JILP Assumption Agreement
in August 2001, pursuant to which ENA assumed and agreed to pay
$45,638,935 of Enron's payment obligations under the Harris
Trust Indenture.  Thereafter, ENA and JILP executed the First
Supplemental JILP Assumption Agreement, wherein JILP assumed and
agreed to pay ENA's obligations pursuant to the JILP Assumption
Agreement.  Likewise, JILP and ENF executed the Second
Supplemental JILP Assumption Agreement, wherein ENF assumed and
agreed to pay all of JILP's obligations pursuant to the First
Supplemental JILP Assumption Agreement.  To complete the
placement of indebtedness, ENF, ENI and JILP executed the Third
Supplement JILP Assumption Agreement, pursuant to which:

    (i) ENI assumed and agreed to pay all of ENF's obligations
        under the Second Supplemental JILP Assumption Agreement;

   (ii) Enron and ENA consented to the assignment by and release
        of ENF; and

(iii) Enron and ENA were made third party beneficiaries to the
        JILP Assumption Agreements.

Upon the consummation of the series of assumptions and
assignment of the obligations under the Debt Securities and the
HPL Note, Mr. Rosen continues:

    (i) Enron continued to remain obligated to pay the HPL Note
        and all of the amounts due under the Debt Securities
        issued under the Harris Trust Indenture;

   (ii) ENA and JILP remained obligated to pay Enron for certain
        amounts under the Debt Securities;

(iii) ENI remained obligated to Enron in respect of the HPL
        Note and all of the Debt Securities assigned; and

   (iv) ENF was released from all obligations to pay Enron the
        amounts due under the Debt Securities and the HPL Note.

Mr. Rosen relates that pursuant to a Stock Purchase Agreement
dated October 5, 2001, by and among Enron, Enron Northwest
Assets, Northwest Natural Gas Company and Northwest Energy
Corporation -- NW Holdco, Enron and Enron Northwest Assets
agreed to, among other things, the sale of all of the PGE Stock
by Enron to NW Holdco.

However, Mr. Rosen provides, the parties to the PGE Stock
Purchase agreement could not fully satisfy the terms due to
certain issues associated with Enron's bankruptcy.  Thus, Enron,
Enron Northwest Assets, NW Natural and NW Holdco entered into a
SPA Termination Agreement dated May 17, 2002.  The SPA
Termination Agreement provides that:

    (a) the parties agreed to waive, release and discharge each
        other from any and all claims related to the PGE Stock
        Purchase Agreement; and

    (b) the PGE Stock Purchase Agreement would terminate.

The Court approved the SPA Termination Agreement on June 20,
2002.

"As the Court is well aware, the Debtors have undertaken a
marketing process in an effort to determine the best strategy to
maximize the value for the Debtors' creditors," Mr. Rosen
remarks. Consistent therewith, the Debtors solicited interest
and offers for PGE.  Unfortunately, the existence of the PGE
Option is complicating the efforts due to the complexity it
introduces into PGE's capital structure.  Moreover, as a result
of the PGE Option, PGE has ceased to join the filing of the
Debtors' consolidated federal income tax returns that prevented
PGE from benefiting from the Debtors' net operating loss
deductions.  This in turn increases PGE's current income tax
liability.  Hence, Mr. Rosen emphasizes, the existence of the
PGE Option is not providing the Debtors with the benefits
originally contemplated and, in fact, is producing detrimental
commercial and tax consequences.

To prevent these ramifications, the Debtors propose a two-step
approach to eliminate the detriments to PGE and the Debtors due
to the PGE Option's existence:

    (1) the execution of the Termination Agreements; and

    (2) the execution of the Allocation Agreement.

Mr. Rosen clarifies that while the termination of the PGE Option
Agreement would be sufficient to return the PGE Stock interest
to Enron's Chapter 11 estate, various Tammy II Entities would
remain saddled with indebtedness assumed as part of the transfer
of the PGE Option.  Specifically, unless terminated, ENI would
retain an obligation to Enron with respect to the HPL Note and
the Debt Securities.

Accordingly, as part of the proposed unwind transaction, the
Debtors propose to enter into the Termination Agreements
pursuant to which ENF and ENI will be released of any
obligations to Enron associated with:

    (i) the Debt Securities assumed in May -- approximately
        $850,000,000; and

   (ii) the HPL Note -- approximately $1,100,000,000.

Upon the termination of the PGE Option Agreement and the
execution of the Termination Agreements, PGE and its
subsidiaries will join Enron in the filling of consolidated
federal income tax returns of so long as the filing is either
required or determined by Enron to be desirable.  The purpose of
the Allocation Agreement is to allocated the consolidated tax
liability in respect of the consolidated returns among the
corporations that join in the filing of the tax returns, and to
fairly compensate those corporations whose losses and other tax
attributes reduce the consolidated tax liability.

Mr. Rosen reassures the Court that the Debtors are coordinating
their reorganization efforts with a marketing process in order
to determine the greatest potential return for their creditor.
Also, it is the Debtors' intention that the Termination
Agreements have no adverse impact on any member of ENF.  In
order to ensure that ENA, JILP and EPSC are not adversely
affected by the Termination Agreements, the Debtors and their
affiliates have agreed to execute additional agreements as may
be necessary to cause the equity interests of EFM, Enron, JILP
and EPSC in ENF, ENI and Enron Northwest Assets to properly
reflect the effect of the Termination Agreements. (Enron
Bankruptcy News, Issue No. 61; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


ENVIRONMENTAL SOLUTIONS: Auditors Express Going Concern Doubt
-------------------------------------------------------------
Environmental Solutions Worldwide, Inc., was formed in 1987 in
the State of Florida as BBC Stock Market, Inc., a development
stage enterprise. The Company was not engaged in any significant
business until January 1999 when it effected a merger with BBL
Technologies Inc., a private company in Ontario, Canada. BBC
subsequently changed its name to Environmental Solutions
Worldwide, Inc.  The Company, through its subsidiaries, owns
Canadian and U. S. patents and/or pending applications covering
catalytic converter technology for automotive and non-automotive
uses. The Company's subsidiaries also hold both Canadian and
U.S. patents on spark plug/fuel injector technology for
automotive use.

The Company's revenue for 2002 increased to $1.9 million from
$716 thousand in 2001, or 166%.  The increase in revenue is
attributable to increased orders received and produced during
the year. Cost of sales increased proportionately, and as a
result gross profit remained reasonably stable. Gross profit for
fiscal 2002 was 47.3% as compared to 48.6% in 2001, a decrease
of 2.7%.

Operating costs continued to decrease, by $1.01 million, or
33.4%, to $2.02 million, as the Company reduced its dependence
on Consultants ($857 thousand), officers compensation ($22
thousand) and General and Administrative costs ($135 thousand).

Due to the continued reduction in operating costs, the Company
was able to reduce its loss from operations to $1.12 million, a
reduction of $1.57 million from fiscal 2001 when the Company
reported a loss of $2.69 million.

The Company's cash and equivalents decreased from $244 thousand
in 2001 to $111 thousand in 2002, while its working capital
increased from $127 thousand in 2001 to $797 thousand in 2002.
This was primarily attributable to the issuance of additional
shares in a private placement in fiscal 2002.

Much of the $1.124 million received in financing activities
(including funds from the private placement and the exercise of
warrants and options previously granted), non-cash depreciation
and amortization charges ($325 thousand) and reduction in
prepaid expense ($74 thousand) were utilized to fund the
operating loss of $1.123 million and increase receivables ($545
thousand); while funds provided by the increase in accounts
payable ($27 thousand) more than provided for the inventory
increase ($22 thousand).

While the Company seeks to achieve viable operations, it may
still need to obtain either additional equity or debt financing
to enable it to sustain the level of operations that it believes
will be necessary to achieve and maintain profitable operations.

On February 28, 2003, the Company's independent auditors
directed their Auditors Report to Environmental Solutions' Board
of Directors.  Because, "the Company has suffered recurring
losses from operations and lacks a sufficient source of revenue,
which raises substantial doubts about its ability to continue as
a going concern," the Auditors say.


EROOMSYSTEM TECH.: Commences Trading on OTCBB Effective April 4
---------------------------------------------------------------
Based on the eRoomSystem Technologies Inc.'s (Nasdaq: ERMS)
failure to comply with the minimum bid price requirement for
continued listing on the Nasdaq SmallCap Market, as specified in
Nasdaq Marketplace Rule 4310(C)(4), the Nasdaq Listing
Qualifications Panel delisted the company's shares of common
stock effective upon the open of trading on April 4, 2003.

The company's shares of common stock subsequently commenced
trading on the Over The Counter Bulletin Board under the symbol
"ERMS" effective April 4, 2003.

eRoomSystem Technologies is a full-service in-room provider for
the lodging and travel industries. Its intelligent in-room
computer platform and communications network supports
eRoomSystem's line of fully automated and interactive
refreshment centers (minibars), room safes, ambient trays and
other proposed in-room applications. eRoomSystem's products are
installed in major hotel chains both domestically and
internationally.

                           *    *    *

                    Going Concern Uncertainty

In its SEC Form 10-QSB filed on November 14, 2002, the Company
reported:

Since inception, the Company has suffered recurring losses.
During the year ended December 31, 2001 and the nine months
ended September 30, 2002, the Company had losses of $2,444,411
and $1,942,775, respectively. During the year ended December 31,
2001 and the nine months ended September 30, 2002, the Company's
operations used $1,725,729 and $1,625,275 of cash, respectively.
These matters raise substantial doubt about the Company's
ability to continue as a going concern. Management is attempting
to obtain debt and equity financing for use in its operations.
Management's plans include modifying the costs of the Company's
products by using an outside manufacturer, reducing the sales
price of products to increase sales volume and completing a
private placement offering of up to $2,500,000 from the issuance
of a convertible promissory note and shares of Series D
Preferred Stock. Realization of profitable operations or
proceeds from the financing is not assured. The accompanying
financial statements do not include any adjustments relating to
the recoverability and classification of asset carrying amounts
or the amount and classification of liabilities that might
result should the Company be unable to continue as a going
concern.


FIBERCORE: Moving Forward with Restructuring to Ease Liquidity
--------------------------------------------------------------
FiberCore, Inc. (Nasdaq: FBCE), a leading manufacturer and
global supplier of optical fiber and preform for the
telecommunications and data communications markets, announced
several recent developments with respect to potential new
financing, restructuring, and liquidity.

While the Company has yet to reach a definitive agreement
regarding the terms of any new financing, the Company is engaged
in continuing discussions with several investor groups. In the
meantime, the Company has made progress with respect to its
German operations, where it has successfully re-scheduled
approximately 95% of the obligations owed to creditors in
connection with FiberCore Jena AG's Phase II expansion and
operations. Depending upon the success and timing of any
potential new financing, further restructuring (including
extensions of debt payments) may be needed. While some financing
had been delayed and/or withdrawn by German governmental and
other financial institutions earlier in the year, approximately
25% of this financing has been reinstated or replaced over the
past month, thus reducing the amount of new financing required.
The Company had previously restructured and rescheduled most of
its bank debt and supplier obligations at its Brazilian
subsidiary, Xtal FiberCore Brasil, S.A.

The Company continues to execute its operational restructuring
plan by reducing operational and administrative costs including
staffing reductions. Based on the March sales level, which is
running somewhat below 2002 levels for the same period, the
Company expects to generate a break-even EBITDA, on a
consolidated basis, when the restructuring plan is fully
implemented. Going forward, the Company expects EBITDA to
improve if sales increase over the course of the year and exceed
2002 levels, as the Company anticipates.

Dr Mohd Aslami, CEO and President commented, "This is a very
difficult period for FiberCore as we continue to make every
effort to work through our current liquidity difficulties. Even
though March orders and shipments in our multi-mode business
were at record volume levels, weak pricing offset this. As for
the market, the telecommunications industry is still
experiencing the worst downturn in its history. Now, after about
a 50% decline in 2002 from 2001 highs, the worldwide optical
fiber market appears poised for an upturn. Industry sources
expect 2003 to be flat to up slightly from 2002, and then
anticipate growth through 2007. While the growth is expected
worldwide, the growth in the U.S. is expected in the "last
mile", which includes fiber-to- the-home applications, where
FiberCore is focused. Moreover, FiberCore's growth is not
dependent on the overly built U.S. telecom long haul segment.
With capacity drastically reduced as a consequence of the sharp
decrease in demand over the last two years, prices should
increase as demand steadily increases. This should create a
significant market recovery opportunity for FiberCore, the only
pure-play fiber supplier in the industry."

"To support the Company's return to profitability, FiberCore has
significant available capacity, a solid, global customer base
and has developed new technology improvements, which will
contribute to further cost reductions. Unfortunately, the
implementation of this new process technology has been delayed
because of the present financial situation, but our planned
restructuring, when implemented, will allow us to fully utilize
the new POVD facility," concluded Dr. Aslami.

FiberCore, Inc. develops, manufactures, and markets single-mode
and multimode optical fiber preforms and optical fiber for the
telecommunications and data communications markets. In addition
to its standard multimode and single-mode fiber, FiberCore also
offers various grades of fiber for use in laser-based systems,
to help guarantee high bandwidths and to suit the needs of
Feeder Loop (also known as Metropolitan Area Network), Fiber-to-
the-Curb, Fiber-to-the-Home, and Fiber-to-the-Desk applications.
Manufacturing facilities are presently located in Jena, Germany
and Campinas, Brazil.

For more information about the company, its products, or
shareholder information please visit the Company's Web site at:
http://www.fibercoreusa.com


FLEMING COMPANIES: NYSE Halts Trading of Company's Common Stock
---------------------------------------------------------------
Fleming Companies, Inc., had been notified that the New York
Stock Exchange (NYSE) has suspended trading in Fleming common
stock and that an application to the Securities and Exchange
Commission to delist Fleming common stock is pending the
completion of applicable procedures, including any appeal by
Fleming of the NYSE staff's determination. The company has taken
the NYSE appeal procedure under advisement. Trading of Fleming
common stock has also been suspended on the Chicago Stock
Exchange and the Pacific Stock Exchange.

Fleming common stock is now trading in the Pink Sheets --
http://www.pinksheets.com-- a centralized quotation service
that collects and publishes market maker quotes in over-the-
counter securities, under the symbol FLMIQ.PK.

Fleming plans to ask the Over-The-Counter Bulletin Board (OTCBB)
to review the company's eligibility for trading on the OTCBB.
However, the company believes it will not be eligible for
trading on the OTCBB until it files its Annual Report on Form
10-K for the fiscal year ended December 28, 2002 with the
Securities and Exchange Commission. The OTCBB is a regulated
quotation service that offers real-time quotes, last sale prices
and volume information in over-the-counter securities.

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 of 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 its Web site at
http://www.fleming.com


FURR'S RESTAURANT: Files Chapter 11 Plan & Disclosure Statement
---------------------------------------------------------------
Furr's Restaurant Group, Inc., (OTC: FRRG) has filed a Plan of
Reorganization and related Disclosure Statement with the U.S.
Bankruptcy Court in Dallas that is hearing its Chapter 11
proceedings. The Company and its subsidiaries filed voluntary
petitions to reorganize under Chapter 11 of the Federal
Bankruptcy Code in January 2003.

The Plan contemplates that the Company's bankruptcy proceedings
will be resolved in one of two ways: (1) a sale of the Company
pursuant to an auction supervised by the Bankruptcy Court or (2)
if a suitable sale cannot be arranged, through a reorganization
of the Company that will include the modification of the
Company's secured and unsecured debt, rejection of burdensome
leases and other contracts, issuance of the Company's common
stock to a trust for the benefit of unsecured creditors and
cancellation of all currently outstanding common stock, with
existing stockholders to receive contingent interests in the
trust.

William Snyder, acting CEO of the Company, stated: "This filing
moves us forward on the path to completing the reorganization of
the Company and resolution of our Chapter 11 proceeding. Based
on indications of interest from potential buyers and our
engagement of Murphy Noell Capital to assist us in evaluating
offers to buy the Company, we are optimistic that a sale can be
arranged through the auction procedures that will be supervised
by the Bankruptcy Court. At the same time, our turnaround plan
is nearing completion, and we will be prepared to emerge from
bankruptcy as a profitable operator of 55 restaurants and our
Dynamic Foods commissary business if a sale is not completed."

Sam Stricklin, a partner at Bracewell & Patterson LLP of Dallas
and bankruptcy counsel to the Company stated: "We believe this
Plan addresses the interests of all parties in a fair manner and
that it will be approved by the Bankruptcy Court in due course.
There will be a hearing on the adequacy of the Disclosure
Statement in early May that will be followed by voting on the
Plan and a confirmation hearing to approve the plan in early
June. If all goes well, the Company's sale or reorganization
should be completed in June 2003."

A copy of the Plan can be obtained at no charge at:

      http://www.bracepatt.com/practices/furrs.asp

Established in 1947, the Company currently operates 55 "all-you-
can-eat" line cafeterias and a buffet under the "Furr's Family
Dining" and "Furr's Family Buffet" names in Texas, Oklahoma, New
Mexico, Kansas, Colorado and Arizona. Furr's restaurants are
open for breakfast, lunch and dinner serving a simple, yet
diverse variety of menu items, primarily traditional American
and ethnic cuisine. The Company's restaurants are recognized for
value, convenience, consistent and superior food quality and
helpful service.


GENUITY INC: Seeks Court's Blessing for J.P. Morgan Stipulation
---------------------------------------------------------------
According to Don S. DeAmicis, Esq., at Ropes & Gray, in Boston,
Massachusetts, prior to the Petition Date, on Sept. 27, 2001,
Genuity entered into an Issuing and Paying Agency Agreement with
The Chase Manhattan Bank, predecessor-in-interest to JPMorgan
Chase Bank, as Issuing and Paying Agent, pursuant to which
Genuity issued $1,150,000,000 aggregate principal amount of
Floating Rate Bonds due August 20, 2005.  To secure payment of
the principal amount of the Bonds, on September 27, 2001,
JPMorgan issued Irrevocable Letter of Credit No. P217870
amounting to $1,150,000,000 in the Paying Agent's favor for the
benefit of the bondholders.  Pursuant to Section 9 of the
Agreement, to secure the payment of interest due and owing on
the Bonds, Genuity Inc. established a reserve account amounting
to $23,000,000 and granted to JPMorgan, as Paying Agent, a first
priority lien on and security interest in all of Genuity's
right, title and interest in the Reserve Account.

Under the Agreement, Mr. DeAmicis tells the Court that Genuity's
Chapter 11 filing constituted an Event of Default.
Consequently, on November 29, 2002, JPMorgan, as Paying Agent,
delivered a Notice of Acceleration whereby all outstanding
principal and interest due and payable under the Bonds were
accelerated.

JPMorgan, as Paying Agent, drew down on the Letter of Credit on
November 29, 2002 to pay the $1,150,000,000 outstanding
principal amount of the Bonds.  After receipt of the proceeds
from the draw on the Letter of Credit, JPMorgan, as Paying
Agent, in accordance with the terms of the Agreement,
distributed the proceeds to the Holders in satisfaction of the
outstanding principal amount of the Bonds.

Pursuant to the terms of the Agreement, Mr. DeAmicis relates
that Genuity remains liable to pay JPMorgan, as Paying Agent,
for the benefit of the Holders, all interest due on the Bonds,
amounting to $771,831.58 as of February 12, 2003, with a per
diem accrual of $36.75.  The Reserve Account has been and now
remains in the sole dominion and control of JPMorgan, as Paying
Agent.

To limit the accrual of interest on the Bonds, and to gain
access to a substantial sum of unrestricted cash, the Debtors
have entered into a stipulation, which grants JPMorgan relief
from the automatic stay to effectuate set-offs pursuant to
Section 553 of the Bankruptcy Code.  In particular, the
Stipulation provides that JPMorgan, as Paying Agent:

     (i) will immediately liquidate the Reserve Account to obtain
         payment of the amount of outstanding interest on the
         Bonds and any reasonable fees and expenses it has
         incurred to date; and

    (ii) subsequent to the Stipulation becoming final and non-
         appealable, will deliver to Genuity the balance of the
         Reserve Account -- a sum in excess of $22,000,000 -
         minus a $50,000 holdback to cover additional JPMorgan
         fees and expenses.

Accordingly, the Debtors ask the Court to approve their
Stipulation with JPMorgan Chase Bank authorizing the se-toff
between the parties.

The Stipulation eliminates an unnecessary burden on the assets
of Genuity's estate and increases Genuity's available
unrestricted cash. (Genuity Bankruptcy News, Issue No. 9;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


GLOBAL CROSSING: Wants Go-Signal for EPIK Settlement Agreement
--------------------------------------------------------------
According to Michael F. Walsh, Esq., at Weil Gotshal & Manges
LLP, in New York, EPIK Communications Incorporated agreed to
provide telecommunications services to Global Crossing Ltd., and
its debtor-affiliates pursuant to the Dark Fiber Indefeasible
Right of Use Agreement with Global Crossing Bandwidth Inc. dated
June 29, 2001.  These services would expand the reach of the
network and enable the GX Debtors to accommodate anticipated
traffic growth on the network. Pursuant to the IRU Agreement,
EPIK granted GX Bandwidth an indefeasible right of use in
certain dark fiber on EPIK's telecommunications network in
Florida and across the continental United States.  GX Bandwidth
agreed to pay EPIK $40,000,000 for use of fiber for a 20-year
term with an option to renew for up to ten additional years
after expiration of the IRU Agreement term. On June 30, 2001, in
accordance with the IRU Agreement, GX Bandwidth paid EPIK
$40,000,000 via wire transfer.

Mr. Walsh adds that the GX Debtors agreed to provide
telecommunications services to EPIK, which would enable EPIK's
customers to connect indirectly to EPIK's network by connecting
through the GX Debtors' facilities in areas, which would
otherwise be beyond the reach of EPIK's network.  The GX Debtors
agreed to provide these services to EPIK pursuant to the
Capacity Purchase Agreement, by and among EPIK and GX Bandwidth,
dated as of June 29, 2001.  Pursuant to the Capacity Purchase
Agreement, GX Bandwidth sold EPIK capacity on the Debtors'
network for routes from the U.S. to various South American
countries.  EPIK agreed to pay the GX Debtors $40,000,000 for
use of this capacity for a term of 20 years with an option to
extend those rights under certain circumstances.  On July 3,
2001, in accordance with the Capacity Purchase Agreement, EPIK
delivered a check amounting to $40,000,000 to GX Bandwidth.

Since the execution of the Agreements, disputes arose between
the Debtors and EPIK with respect to GX Bandwidth's obligations
under the IRU Agreement and EPIK's obligations under the
Capacity Purchase Agreement.  As a result, neither GX Bandwidth
nor EPIK has activated any network capacity on the Debtors'
network or EPIK's network.

Due to changes in the telecommunications market and the revised
business plan, Mr. Walsh contends that the Debtors do not
require the capacity they purchased from EPIK.  Additionally,
several other factors reduce the Debtors' desire to use the
capacity under the IRU Agreement.  Significantly, the Debtors
believe that EPIK would be unable to meet or would be severely
constrained in meeting their delivery obligations under the IRU
Agreement. Specifically, EPIK has no significant dark fiber
outside the states of Florida and Georgia because its major
suppliers of capacity outside the Florida and Georgia areas,
including Enron Corp., and Velocita Corp. filed for bankruptcy,
and ceased providing these services to EPIK.  Mr. Walsh adds
that the Debtors would be required to spend significant capital
expenditures estimated at $17,000,000 to purchase the equipment
and transmission facilities necessary to use the IRUs capacity.
Further, the Debtors may be required to lay additional fiber
between an EPIK point of presence and the nearest Global
Crossing point of presence in order to put the EPIK dark fiber
into service.  Lastly, the Debtors would be required to pay
operation and maintenance charges ranging from $640,000 per year
to $2,300,000 per year contingent on the routes made available
on EPIK's network.

On September 27, 2002, Mr. Walsh recounts that EPIK filed a
proof of claim for $114,000,000 against GX Bandwidth.
Additionally, on October 11, 2002, EPIK filed three proofs of
claim each for $114,000,000 against Global Crossing Venezuela
B.V., GC SAC Argentina S.R.L., and SAC Brasil LTDA.  The Claims
state that EPIK filed these claims on a protective basis to
protect any rights it might have in the event that Bandwidth
refuses in some way to honor EPIK's purchase of capacity on the
Debtors' network. Further, the Claims state that the cost of
replacing the IRUs EPIK has purchased from GX Bandwidth and any
other damages it might suffer should GX Bandwidth refuse to
honor its obligations under the Capacity Purchase Agreement is
$114,000,000.

The Debtors and EPIK have entered into settlement negotiations
to provide for the resolution of potential disputes relating to
the parties' rights and performance obligations under the
Agreements. After arm's-length negotiations, GX Bandwidth and
EPIK agreed to the terms of a settlement, which will terminate
the Agreements and provide for mutual releases of all claims.
By this motion, the Debtors ask the Court to approve the
Settlement Agreement, which resolves all claims and issues
between the parties. The salient terms of the Settlement
Agreement are:

     -- The parties agree to immediately terminate the Agreements
        and the obligations and liabilities of both parties;

     -- The parties agree to release, discharge and acquit each
        other and their current and former officers, employees,
        agents successors and assigns from any and all claims and
        demands whatsoever, accrued or unaccrued, known or
        unknown, in law or equity, which any party has or may
        have arising out of the Agreements; and

     -- EPIK will withdraw the Claims.

Mr. Walsh insists that the Settlement is fair and equitable and
falls well within the range of reasonableness because:

     -- the Debtors do not require the capacity they purchased
        from EPIK;

     -- the Settlement Agreement avoids potential litigation
        between the Debtors and EPIK with respect to EPIK's
        claims in the Debtors' Chapter 11 cases;

     -- by entering into the Settlement Agreement, the Debtors
        will avoid paying costly operation and maintenance
        charges on the routes made available to the Debtors on
        EPIK's network; and

     -- the Debtors will avoid paying $17,000,000 for
        transmission equipment and facilities necessary to use
        the IRUs under the IRU Agreement. (Global Crossing
        Bankruptcy News, Issue No. 37; Bankruptcy Creditors'
        Service, Inc., 609/392-0900)

Global Crossing Ltd.'s 9.125% bonds due 2006 (GBLX06USR1) are
presently trading between 3 and 3.5 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=GBLX06USR1
for real-time bond pricing.


GOODYEAR TIRE: Red Ink Continues to Flow in Fourth Quarter 2002
---------------------------------------------------------------
The Goodyear Tire & Rubber Company (NYSE: GT) reported a net
loss of $1.1 billion for the fourth quarter of 2002, compared
with a net loss of $174.0 million in the fourth quarter of 2001.

The quarter's results reflect continuing improvement in the
company's international tire business as well as its Engineered
Products operation. Business conditions, and results, in North
America remain weak.

"The turnaround in six of our seven businesses continued in the
fourth quarter," said Robert J. Keegan, Goodyear president and
chief executive officer. "All four of our international tire
businesses achieved a higher profit margin compared to a year
ago, with margins more than doubling in three of those
businesses. Our 2002 results, especially in our North American
Tire business, are extremely disappointing.

"However, we are beginning to make real and significant progress
to improve those results. With new bank agreements now in place,
we have the financial resources and stability necessary to
support our turnaround," he said.

Results for the fourth quarter of 2002 include a previously
announced non- cash charge of $1.08 billion ($6.17 per share) to
establish a valuation allowance against Federal and state
deferred tax assets. The fourth quarter also included after-tax
gains of $11.1 million resulting from asset sales and a net
after-tax benefit of $1.4 million from rationalization actions.

Fourth quarter 2001 results included a gain of $16.9 million (10
cents per share) on the sale of the specialty chemicals
business, rationalization charges of $101.2 million (62 cents
per share) and a charge of $18.6 million against cost of goods
sold for a proactive tire replacement program. Equity in
earnings of affiliates includes a charge of $24.0 million for a
rationalization program at the company's South Pacific Tyres
joint venture in Australia.

Goodyear reported sales of $3.53 billion for the fourth quarter
of 2002, up 1.7 percent from $3.47 billion during the prior-year
period. Tire unit volume in 2002's fourth quarter was 53.6
million units, down from 54.5 million units in the 2001 period.

Interest expense decreased 17.6 percent to $58.9 million from
$71.5 million in the fourth quarter of 2001 due to lower
interest rates and lower average debt compared to the prior-year
period. Depreciation and amortization expense was $151.5 million
in the fourth quarter of 2002, versus $159.6 million in the 2001
period. Capital expenditures increased in the fourth quarter of
2002, to $164.6 million compared with $119.5 million in the 2001
period.

                        Year-end results

Goodyear's net loss for 2002 was $1.1 billion. For 2001, the
company had a net loss of $203.6 million.

The 2002 results include the non-cash tax valuation allowance
charge of $1.08 billion, a net after-tax gain of $22.0 million
resulting from asset sales and net after-tax charges of $8.8
million from rationalization actions.

The 2001 results include net after-tax rationalization charges
totaling $158.3 million, and an after-tax gain of $30.8 million
resulting from the sale of assets. Also included were the
previously described charges of $18.6 million against cost of
goods sold for a proactive tire replacement program, as well as
the charge of $24 million against equity in earnings of
affiliates for restructuring at the company's South Pacific
Tyres affiliate in Australia.

Net sales for 2002 were $13.9 billion, down 2.1 percent from
$14.1 billion in 2001. Tire volume was 214.3 million units, down
5.0 million units or 2.3 percent for the year. Goodyear
estimates that currency movements negatively affected sales by
approximately $74.0 million in 2002, and decreased operating
income by approximately $33.0 million.

Revenue decreased in 2002 largely because of lower tire unit
volume in North America, lower revenues as a result of the
December 2001 sale of the specialty chemical business, and the
effects of currency translation on international results. The
specialty chemical business contributed approximately $127.0
million of sales in 2001.

For the year, interest expense fell 17.5 percent to $241.3
million, versus $292.4 million for 2001. Depreciation and
amortization expense was $602.8 million in 2002, compared to
$636.7 million in the prior 12-month period. Capital
expenditures for 2002 were $457.9 million, compared with $435.4
million in 2001.

                        Business Segments

Fourth quarter operating income was $79.0 million in 2002,
compared to $7.1 million in 2001. For the year, operating income
increased 14.6 percent in 2002, to $420.3 million, compared to
$366.7 million in 2001. Operating income does not reflect
rationalizations and asset sales in 2002 and 2001.

North American Tire's unit volume decreased 8.5 percent for the
2002 fourth quarter and 7.2 percent for the year.

Shipments to original equipment customers decreased 3.1 percent
for the quarter but increased 5.5 percent for the year, compared
with 2001. Replacement volume fell 11.0 percent for the quarter
and 12.5 percent for the year.

Revenues for the 2002 fourth quarter and year decreased compared
to 2001 due to reduced volume in the replacement market and
fewer tire units delivered in connection with the 2001 Ford tire
replacement program. Unfavorable product mix also negatively
impacted sales for both periods compared to 2001.

The Ford tire replacement program, which ended March 31, 2002,
benefited the company in 2001 as well as the first quarter of
2002. During the fourth quarter of 2001, Goodyear supplied
approximately one million tires for this program, with an
operating income benefit of about $20.0 million. Goodyear
supplied approximately five million tires for this program in
2001, with a benefit of about $95.0 million on operating income.
In the first quarter of 2002, the company supplied approximately
500 thousand tires, with an operating income benefit of
approximately $10.0 million.

Operating losses were recorded for both the quarter and the
year. Both periods were affected by lower production, higher
plant operating expenses and increased compensation costs. Lower
replacement sales volume, including the end of the Ford program,
also had a negative impact on results. Operating income
reflected a change in product mix toward lower-margin original
equipment tires, as well as a $10.0 million charge related to
the closure of Penske Automotive Centers in the United States in
the first quarter of 2002. A decrease in raw material costs and
reduced selling, administrative and general expenses had a
favorable effect on income. The fourth quarter of 2001 included
a pretax charge of $30.0 million associated with the previously
mentioned proactive tire replacement program.

European Union Tire's unit volume in 2002's fourth quarter was
up 4.5 percent from 2001. Replacement volume increased 4.7
percent, while shipments to original equipment customers were up
4.3 percent. For the year, volume was up 0.6 percent with
replacement units down 0.9 percent and shipments to original
equipment customers up 3.8 percent.

Sales increased in the fourth quarter primarily due to the
favorable impact of currency translation as well as higher
volume. Full-year revenues benefited from currency translation,
volume, improved pricing and product mix. Operating income
increased during the quarter and year due primarily to higher
volume, lower raw material costs, cost reduction programs and
the impact of currency translation.

      Eastern Europe, Africa, Fourth Quarter Twelve Months

Eastern Europe, Africa and Middle East Tire's volume in 2002's
fourth quarter was up 18.6 percent from 2001. For the year,
volume was up 15.5 percent. Replacement volume increased 20.0
percent for both the quarter and the full year. Shipments to
original equipment customers increased 11.6 percent for the
quarter, but fell 2.0 percent for the year.

Sales increased from 2001 for both the quarter and the year due
to higher replacement volume and improved pricing. Currency
adversely impacted revenue for the year.

Operating income increased significantly for both the quarter
and the year due to cost reduction programs, higher levels of
plant utilization, a change in product mix to higher-margin
replacement tires, higher replacement volume and the impact of
currency translation. Lower raw material costs also had a
positive impact on operating income for the full-year period.

        Latin American Tire Fourth Quarter Twelve Months

Latin American Tire's volume decreased 3.6 percent from the 2001
fourth quarter and was down 0.3 percent for the year.
Replacement volume decreased 1.9 percent for the quarter but was
up 1.7 percent for the 12 months. Shipments to original
equipment customers were down 8.3 percent for the quarter and
4.7 percent for the year.

Sales decreased in both 2002 periods as a result of currency
translation. Sales were favorably impacted by price increases
and improved product mix. Operating income decreased in the
quarter largely due to currency translation. For the full year,
income benefited from pricing, product mix and lower raw
material costs.

             Asia Tire Fourth Quarter Twelve Months

Asia Tire's unit volume was up 8.5 percent from the 2001 fourth
quarter period and increased 5.5 percent for the year.
Replacement volume was up 3.0 percent for the quarter and 3.6
percent for the 12 months. Shipments to original equipment
customers were up 23.4 percent for the quarter and 10.5 percent
for the year.

Sales increased in both periods compared to 2001 due primarily
to higher overall volume and improved selling prices for
replacement tires. Operating income increased substantially in
both periods from 2001 due to improved volume and cost reduction
programs. Lower raw material costs also had a positive impact on
results for the year.

           Engineered Products Fourth Quarter Twelve Months

Engineered Products' sales in 2002's fourth quarter and 12
months increased from 2001 due largely to strong demand for
military and custom products. Operating income increased
significantly due to improved productivity, volume and cost
containment programs.

            Chemical Products Fourth Quarter Twelve Months

Chemical Products' sales increased for the quarter due to higher
volume and pricing related to higher raw material costs, but
decreased for the year due to lower selling prices. Operating
income for both periods increased due to higher volume and cost
reduction measures. Both periods were adversely impacted due to
the sale of the specialty chemicals business in December 2001.

Goodyear is the world's largest tire company. The company
manufactures tires, engineered rubber products and chemicals in
more than 90 facilities in 28 countries. It has marketing
operations in almost every country around the world. Goodyear
employs about 92,000 people worldwide.


HAWAIIAN AIRLINES: Brings-In Akin Gump as Bankruptcy Counsel
------------------------------------------------------------
Hawaiian Airlines, Inc., wants to retain Akin Gump Strauss Hauer
& Feld LLP as Counsel in its on-going chapter 11 proceeding.
The Debtor asks for authority from the U.S. Bankruptcy Court for
the District of Hawaii to employ Akin Gump under the provisions
of 11 U.S.C. Sec. 327.

The Debtor believes that Akin Gump is uniquely qualified to
represent it in this case because of Akin Gump's prepetition
representation with the Debtor, as well as Akin Gump's expertise
in debtor and creditor representations under the Bankruptcy
Code.

Specifically, Akin Gump will:

      a) provide legal advice with respect to the powers and
         duties of the Debtor, as it continues to operate its
         business and manage its properties as a debtor in
         possession;

      b) negotiate, prepare and file a plan of reorganization and
         disclosure statement in connection with such plan, and
         otherwise promote the financial rehabilitation of the
         Debtor;

      c) take necessary or appropriate action to protect and
         preserve the estate of the Debtor, including the
         prosecution of actions on the Debtor's behalf, the
         defense of actions commenced against the Debtor,
         negotiations concerning litigation in which the Debtor
         is or will become involved, and the evaluation and
         objection to claims file against the Debtor's estate;

      d) prepare, on behalf of the Debtor, all necessary
         applications, motions, answers, orders, reports and
         papers in connection with the administration of the
         estate herein, and appear on behalf of the Debtor at
         Court hearings in connection with the Debtor's chapter
         11 case;

      e) render legal advice and perform other legal services in
         connection with the foregoing and in connection with the
         Debtor's chapter 11 case; and

      f) perform other necessary or appropriate legal services in
         connection with the Debtor's chapter 11 case.

Akin Gump's attorneys will bill for legal services at their
current hourly rates:

           Daniel H. Golden          $735
           Lisa G. Beckerman         $625
           Ronald W. Goldberg        $525
           David P. Simonds          $400
           Nava Hazan                $375
           Chris Adams               $350
           Edward P. Christian       $330
           Drake D. Foster           $250
           Patrick J. Ivie           $200

Other attorneys and support staff may provide services to the
Debtor in this case.  Akin Gump's hourly rates range from:

      Partners and Senior Counsel    $325 to $735 per hour
      Counsel and Associates         $175 to $450 per hour
      Paralegals                     $45 to $190 per hour

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


HAYES: Hayes Wheels, et al, Demands Payment of $24M Admin. Claim
----------------------------------------------------------------
Hayes Wheels de Mexico, S.A. de C.V., Hayes Wheels Aluminio,
S.A. de C.V. and DESC Automotriz, S.A. de C.V. ask the Court to
allow its $23,900,000 administrative expense claim, and compel
the Hayes Lemmerz International Debtors to pay this claim.

According to Hayes, the claim results from the Debtors' failure
to comply with certain postpetition obligations under a
Marketing Agreement and a Shareholders Agreement.

Charles J. Brown III, Esq., at Elzufon Austin Reardon Tarlov &
Mondell P.A., in Wilmington, Delaware, recounts that on
December 12, 1994, Hayes International and DESC Automotriz
entered into a certain Letter of Intent that contemplated the
creation of Hayes Mexico, which Hayes International and DESC
Automotriz would operate as a joint venture for the purpose of
designing, manufacturing and marketing aluminum and steel wheels
for sale in and for export from Mexico.  On November 10, 1995,
Hayes International and DESC Automotriz entered into a
Shareholders Agreement, setting forth the mutual and individual
rights and obligations of each party with respect to their newly
created joint venture.

In accordance with the Shareholders Agreement, Mr. Brown relates
that on November 10, 1995, Hayes International and Hayes Mexico
entered into the Marketing and Support Services Agreement,
pursuant to which Hayes International agreed to provide Hayes
Mexico and its subsidiaries certain marketing, sales and support
services.  In accordance with the Shareholders Agreement, on
November 10, 1995, Hayes International and Hayes Mexico entered
into a Technology License and Technical Assistance Agreement,
pursuant to which Hayes International agreed to license certain
know-how, patents, technology and processes to Hayes Mexico for
the purpose of manufacturing certain steel and aluminum wheels
in Mexico for sale within and outside Mexico.  As consideration
for Hayes International's grant of this exclusive license, Hayes
Mexico agreed to pay Hayes International a royalty and technical
assistance fee of 1.25% of the total Net Sales.

Following the Petition Date, the Debtors continued their
relationship with Hayes Mexico pursuant to the Agreements.  The
Debtors have been operating their business under Chapter 11
protection and have continued to operate under the Agreements
without seeking to reject the Agreements.

Mr. Brown notes that the Debtors' Court-approved Disclosure
Statement provides that after the Effective Date of the plan,
all leases and executory contracts not previously rejected by
the Debtors and not listed in Exhibit H to the Debtors' First
Amended Joint Plan of Reorganization will be deemed
automatically assumed.

The Debtors continue to accept the benefits of the Agreements in
the postpetition period, including marketing fees in connection
with their role as Hayes Mexico's exclusive sales and marketing
agent in the United States and Canada.

Since November 1999, Mr. Brown relates that Hayes Mexico,
through its subsidiary Hayes Aluminio, has been working on
satisfying two purchase orders from General Motors for the
manufacture of certain aluminum wheels for GM's GMT355 pick-up
vehicle.  The GM Orders were obtained for Hayes Mexico and Hayes
Aluminio by the Debtors, acting under the Marketing Agreement as
Hayes Mexico's exclusive sales agent in the United States.  The
GM Orders provided for the initial development of two types of
aluminum wheels and for an anticipated production volume of
2,100 to 2,300 wheels per day, starting in October 2003.  HW
Aluminio developed four-wheel molds that were to be used to
satisfy the production requirements of the GM Orders.  The GM
Orders represented 57.8% of the total anticipated sales for the
next year of Hayes Aluminio, the subsidiary of Hayes Mexico
located in Chihuahua, Mexico.

Shortly before February 21, 2003, Mr. Brown informs the Court
that the Debtors advised GM to cancel the GM Orders with Hayes
Mexico and to place the orders instead with another Debtor
plant, located in La Mirada, California.  The Debtors took this
action to benefit themselves and without prior notification to
Hayes Mexico or DESC Automotriz and in breach of the Debtors'
obligations under the Marketing Agreement and their fiduciary
duties under the Shareholders Agreement.  At the time of these
actions, the Debtors knew -- based on Hayes Mexico's projected
cash flows -- that the GM Orders were critical to Hayes Mexico's
business operations.

Mr. Brown contends that the Agreements have benefited the
Debtors' postpetition operations.  The Debtors' postpetition
conduct for the benefit of their U.S. operation, by causing the
transfer of the GM Orders, violates the Debtors' obligations
under the Agreements.

As set forth in the Marketing Agreement, the Debtors have agreed
not to manufacture steel and aluminum wheels in Mexico during
the term of that Agreement.  Although the Marketing Agreement
has not been terminated, the Debtors have allegedly been taking
steps since the Petition Date to secure a building site in
anticipation of building a Mexican plant, in violation of their
outstanding obligations to Hayes Mexico.

In furtherance of, and as part of, that violation of contractual
undertakings to Hayes Mexico, Mr. Brown claims that the Debtors
have recently redirected an order from Ford Motor Company from
Hayes Mexico to the Debtors.  In early 2002, Ford invited the
Debtors and some of its competitors to submit bids for the
manufacture of wheels for its CD 338 vehicle, which proposed
order has an estimated start date of production of
August 1, 2005 and an estimated volume of production of 950,000
wheels per year.  From the bids that Ford received, Ford
selected a few for a second round of bidding.  The Debtors' bid
was not among those chosen for the second round of bidding.

Before the second round was held, Ford's Mexican affiliate,
which operates a plant in Hermosillo, Sonora, Mexico, contacted
Hayes Mexico and requested that it submit a bid for the Ford
Order. Pursuant to its referral obligations under the Marketing
Agreement, Hayes Mexico contacted the Debtors and informed them
that it had been contacted by Ford's Mexican affiliate regarding
the Ford Order.  Hayes Mexico prepared a financial presentation
of its proposal and, with the consent and the company of the
Debtors' representatives, Hayes Mexico's representatives
traveled to the United States to present its bid to Ford.

On December 17, 2002, Hayes Mexico was informed that its bid was
successful.  Although Hayes Mexico's bid prevailed, Mr. Brown
alleges that the Debtors, acting in its agency capacity for
Hayes Mexico under the Marketing Agreement, arranged with Ford
to substitute Hayes Mexico's name in the sourcing agreement for
the Ford Order with its own name.  As a result, the sourcing
agreement for the Ford Order is in the Debtors' name, although
the financial and operational specifications thereunder were
prepared and provided by Hayes Mexico.

The Agreements have benefited the Debtors' postpetition
operations.  The Debtors' postpetition conduct relating to the
Ford Order for the benefit of their U.S. operation violates the
Debtors' obligations under the Agreements.

Pursuant to Section 365(b) of the Bankruptcy Code, the Debtors
have the duty to cure defaults arising under and relating to the
Agreements.  The cure required will include the actual pecuniary
loss resulting from their wrongful conduct, in an amount not
less than $10,250,000.

In this case, the Debtors have not sought to reject the
Agreements as non-beneficial to them.  In fact, neither the
Shareholders Agreement nor the Marketing Agreement appears on
the Debtors' Exhibit H to the Plan, which lists all the leases
and executory contracts to be rejected under the Plan.

Mr. Brown argues that Hayes Aluminio's performance of its
obligations under the Marketing Agreement during the Debtors'
postpetition period has continued to benefit the Debtors not
only in the form of marketing fees, but also by virtue of the
exclusivity in the marketing and sale of Hayes Mexico's wheels
in the United States and Canada.  Moreover, the Debtors'
postpetition actions to take the GM Orders for their own
benefit, as well as the wrongful conduct relating to the Ford
Order, in violation of their contractual obligations under the
Marketing Agreement as Hayes Mexico's exclusive agent in the
Market and their fiduciary duties to Hayes Mexico under the
Shareholders Agreement, transferred significant benefits to the
Debtors' estates. (Hayes Lemmerz Bankruptcy News, Issue No. 29;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


HUNTSMAN: S&P Affirms B+ Credit Rating Due to Planned Offering
--------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit rating on Huntsman International Holdings LLC and its
subsidiary, Huntsman International LLC following the company's
announcement of a proposed note offering. The outlook remains
developing.

At the same time, Standard & Poor's said that it assigned its
'B' rating to Salt Lake City, Utah-based Huntsman International
LLC's proposed $150 million senior unsecured notes due 2009,
subject to preliminary terms and conditions. The new notes are
rated one notch below the corporate credit rating, reflecting
their disadvantaged position in the event of a bankruptcy,
relative to Huntsman International's senior secured bank debt.

"If completed as proposed, the new notes offering will improve
near-term financial flexibility by continuing Huntsman
International's efforts to reduce scheduled debt amortization
over the next couple of years," said Standard & Poor's credit
analyst Kyle Loughlin.

The ratings on Huntsman reflect its highly aggressive financial
profile and vulnerability to industry cyclicality, which
outweigh strong positions in several chemical markets. The
company generates annual sales of about $4.5 billion and has
production capacity in North America, Western Europe,
Africa, and Asia.


INSILCO: Earns Regulatory Nod for No-Action Position Request
------------------------------------------------------------
On December 16, 2002, Insilco Holding Co., a Delaware
corporation, the parent Company of Insilco Technologies, Inc., a
Delaware corporation, Insilco and seven of Insilco's
subsidiaries, Insilco International Holding, Inc., a Delaware
corporation, Precision Cable Mfg. Co. Inc., a Texas corporation,
Stewart Stamping Corporation, a Delaware corporation, InNet
Technologies, Inc., a California corporation, Stewart Connector
Systems, Inc. a Pennsylvania corporation, Eyelets For Industry,
Inc., a Connecticut corporation, and its subsidiary EFI Metal
Forming, Inc., a Connecticut corporation and Signal Transformer
Co., Inc., a Delaware corporation and its subsidiary Signal
Caribe, Inc., a Delaware corporation, filed voluntary petitions
for relief under Chapter 11 of the United States Bankruptcy Code
with the United States Bankruptcy Court for the District of
Delaware, Case No. 02-13672.

Pursuant to the procedure prescribed in Staff Legal Bulletin
No. 2, on December 20, 2002, Holdings sought a no-action
position from the Staff of the Commission that would permit
Holdings to file, under cover of a Current Report on Form 8-K,
its periodic financial reports filed with the Bankruptcy Court,
as well as other information concerning developments in its
bankruptcy proceedings in lieu of filing its annual and
quarterly reports under the Securities Exchange Act of 1934.
Holdings would continue to comply with all other requirements of
the Exchange Act, including (but not limited to) Section 14A
regarding the solicitation of proxies.  The Staff granted the
no-action position request on March 18, 2003.


INT'L WIRE: S&P Junks Credit Rating over End-Market Weakness
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on International Wire Group Inc., to 'CCC+' from 'B'
based on ongoing weakness in the company's end markets and the
company's declining liquidity position. The current outlook is
negative.

International Wire is located in St. Louis, Missouri. Total debt
outstanding is $335.5 million.

"The company is seeing a continuing decline in its automotive
end market, which Standard & Poor's expects to continue," said
Standard & Poor's credit analyst Dominick D'Ascoli. "Also, the
company's liquidity position has declined substantially year-
over-year to $22.9 million as of Dec. 31, 2002, compared with
$38.1 million for the same period in the previous year."
Standard & Poor's said that the downgrade also reflects concerns
about possible covenant violations under International Wire's
bank loan agreement, which could restrict borrowing
availability. Financial covenants were recently amended, but
remain tight in light of expected end market weakness.

International Wire's copper wire products are used primarily to
transmit electricity in automotive, appliance, computer, and
data communication applications.


KAISER ALUMINUM: Judge Fitzgerald Fixes May 15 Claims Bar Date
--------------------------------------------------------------
To give claimants more time to review and file potential claims
against the New Kaiser Aluminum Debtors, Judge Fitzgerald sets
May 15, 2003 as the deadline for filing proofs of claim --
instead of April 30, 2003 as requested.  The General Bar Date
applies to all claims that arose before January 14, 2003,
excluding asbestos-related claims, against the New Debtors.
Judge Fitzgerald also directs government units wanting to assert
General Claims against a New Debtor to file a proof of claim by
July 14, 2003.

Additionally, Judge Fitzgerald instructs the New Debtors to
publish the Bar Date Notice on or before April 11, 2003 in the
national edition of The Wall Street Journal, the local London,
Ontario edition of The London Free Press, and the local Jamaican
edition of The Daily Gleaner. (Kaiser Bankruptcy News, Issue No.
24; Bankruptcy Creditors' Service, Inc., 609/392-0900)


KMART CORP: Fleming Demands Allowance of $30-Mill. Admin. Claim
---------------------------------------------------------------
John S. Delnero, Esq., at Bell, Boyd & Lloyd LLC, in Chicago,
Illinois, explains that Section 503(b)(1)(A) of the Bankruptcy
Code provides that the actual and necessary costs and expense of
preserving the estate will be allowed as administrative
expenses.

Accordingly, Fleming Companies Inc. asks the Court to allow it a
$30,344,222 aggregate administrative expense claim against
Kmart Corporation and its debtor-affiliates.  Fleming also asks
the Court to award priority status of its claim.

Mr. Delnero contends that Fleming's claims are entitled to
priority administrative expense status because they arose from a
transaction with the Debtors as debtor-in-possession.  Fleming,
through its provision of goods and services, enhanced the
Debtors' ability to function as a going concern.

Fleming and the Debtors are parties into a long-term supply
agreement pursuant to which Fleming agreed to supply
substantially all of the Debtors' needs for food products and
other consumables, as well as a variety of related services like
procurement, warehousing, transportation and logistics.  Fleming
was the Debtors' single largest supplier.  The Supply Agreement
was initially for 10 years and could be terminated without
cause, by either party, until February 2006.

The Debtors recently obtained Court approval to reject the
Supply Agreement with Fleming and terminate Fleming's status as
a critical vendor. (Kmart Bankruptcy News, Issue No. 51;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


KRAFT FOODS: Can't Sell Commercial Paper & Taps Credit Lines
------------------------------------------------------------
Kraft Foods Inc. (NYSE:KFT) said Friday that recent downgrades
by credit rating agencies have eliminated the Company's current
access to the commercial paper market. These credit rating
agency actions were in conjunction with similar actions for
Altria Group, Inc. resulting from a bonding requirement on
Philip Morris USA Inc. ordered by an Illinois State judge
related to a tobacco class action lawsuit. Kraft is not a party
to, and has no exposure to, the tobacco litigation.

Kraft has begun borrowing against its revolving credit
facilities. These borrowings will be used to meet Kraft's normal
business needs, including the repayment of maturing commercial
paper and funding of working capital needs.

While the use of the revolving credit facilities in lieu of
commercial paper will result in higher overall borrowing costs,
Kraft indicated that the impact is not expected to be
significant to 2003 full year results and reconfirmed its
previously issued guidance of fully diluted earnings per share
of $2.10-$2.15 in 2003.

Kraft markets many of the world's leading food brands, including
Kraft cheese, Maxwell House and Jacobs coffees, Nabisco cookies
and crackers, Philadelphia cream cheese, Oscar Mayer meats, Post
cereals and Milka chocolates, in more than 150 countries.


LERNOUT & HAUSPIE: Wants to Pay Employees & Belgian Taxes
---------------------------------------------------------
Lernout & Hauspie Speech Products N.V. seeks the Court's
authority to immediately pay administrative expense claims
relating to:

         (1) employee payments owing under Belgian law to
             Belgian employees as a consequence of their
             postpetition termination on October 31, 2001;

         (2) Belgian social security taxes incurred
             postpetition;

         (3) Belgian employee withholding taxes incurred
             postpetition; and

         (4) Belgian real estate taxes arising after the
             Petition Date.

The Debtor advises that these payments would have been made
under the Plan proposed by the Debtor if it had gone forward.

As an additional sign of growing dissention between the Debtor
and the Creditors' Committee, the Debtor reports that a draft
copy of this request was provided to counsel for the Creditors'
Committee on Friday, March 28, 2003, to be told that the
Committee does not consent to this being heard on an emergency
basis.

Mr. Werkheiser responds that, "the payment of these L&H NV
Administrative Claims should not come as a surprise" to any
party and "is entirely consistent with [the creditors']
expectations." Throughout this case, L&H NV has repeatedly
disclosed to all parties-in-interest the extent of these
liabilities and L&H NV's intention to satisfy them in full
before making any additional distributions to general unsecured
creditors.  Mr. Werkheiser assures Judge Wizmur that the Debtor
is not seeking to prevent any party from challenging the
specific amounts, which are to be paid -- only that these
claims, once the amounts are "verified", are entitled to be paid
in full as administrative claims.

Mr. Werkheiser points out that in each Chapter 11 plan filed by
L&H NV in this case, L&H NV provided for full payment of these
claims, and it was not until the Committee's Plan was filed that
payment of these claims was not expressly contemplated in this
case.  The Committee's Plan provides that holders of
administrative claims in Belgium will not be entitled either to
seek satisfaction of their claims in the Chapter 11 case or to
look to L&H NV's assets located in the United States for
payment, Mr. Werkheiser concludes.

Furthermore, this request does not address L&H NV's position
with respect to the proposed asset allocation among L&H NV's
assets located in the United States and in Belgium.  Instead,
L&H NV seeks to insure that nothing forecloses the Belgian
employees and the Belgian taxing authorities from receiving a
distribution on their claims as administrative expenses in the
Chapter 11 case.

Mr. Werkheiser recounts that the Court issued an order relating
to payment of trust fund taxes.  The trust fund taxes include
taxes like income, FICA and Medicare taxes that the Debtors
withheld from their employees' paychecks or pays as a result of
its employees' wages and then periodically remits to the
appropriate taxing authorities. Furthermore, the language of the
Employee Retention Order directs that a key employee retention
program be implemented, one component of which was the payment
of severance pay to employees of the Debtors located in the
United States.  The Order also provided that employees located
outside of the United States would be "covered by the statutory
requirements of each host country."

                   Belgian Employee Compensation

Under Belgian law, each of the claims included in this request
is considered a priority claim and is entitled to be paid in
full before distributions are made to general unsecured
creditors, like the claims of the banks that sit on the
Creditors' Committee.  The employee claims relate to 244
employees who were terminated after providing 11 months of
postpetition services, and total EUR13,840,541.  L&H NV does not
include the claims of Messrs. Bastiaens, Dammekens, Duerden and
Smolders, and reserves any right to contest and object to
allowance of those claims.  L&H NV also reserves its right to
amend the list of employees included in this request to add or
remove any person.

Under the Belgian Labor Act, an employer may terminate an
employee by giving the employee a specific notice of
termination, the length of which depends on, among other things,
the annual salary and position of the employee -- i.e.,
employees with higher salaries are entitled to longer notice
periods.  This Act imposes a pre-termination notice obligation
on employers that can be satisfied either by giving the employee
sufficient notice of future termination -- and keeping the
employee working during that period -- or terminating the
employee immediately and paying the notice period to the
employee.  L&H NV could not avail itself of the first option
since it was closing its doors and liquidating its assets
beginning October 31, 2001.  While the majority of the Belgian
Employee Claims arise under the Labor Act, a portion of these
claims arises under the Belgian Vacation Act -- approximately
EUR$1,500,000, and the Belgian Closure Compensation Act -
approximately EUR$70,000.  At present, L&H NV has not made any
payments with respect to these Belgian employees.  These claims
total EUR13,840,541.

                 Belgian Employee Social Security Taxes

L&H NV intends to pay two types of postpetition social security
taxes as administrative expenses relating to wages and the
Belgian Employee Claims.  L&H NV is required to pay quarterly
taxes to the Belgian taxing authorities for an employee
withholding portion -- equivalent to 13% of the payment made to
the employee, and an employer portion -- equivalent to 26% of
the payment made to the employee, of social security taxes
relating to the employee's income.  L&H NV, therefore, intends
to pay a prorated portion of the postpetition taxes on wages
incurred during the fourth calendar quarter of 2000 totaling
approximately EUR657,683.49.

L&H NV also intends, with respect to certain prepetition Wage
Social Security Taxes incurred in the fourth quarter of 2000,
to:

         (a) pay a portion of the Wage Social Security Taxes
             under the Trust Fund Taxes Order -- specifically
             the employee withholding portion, and

         (b) amend the Schedules with respect to the
             remaining portion -- specifically the employer
             portion -- to reflect the priority status afforded
             prepetition taxes under the Bankruptcy Code.

L&H NV is also obligated to pay the employer portion -- 26% --
of the social security taxes with respect to the Belgian
Employee Claims.  The Employee Claim Social Security Taxes
relate to the Belgian Employee Claims, are not yet owed to the
Belgian taxing authorities, and will not become due until the
Belgian Employee Claims are satisfied. Notwithstanding the non-
currency of these obligations, L&H NV estimates that the
Employee Social Security Taxes will total approximately
EUR4,440,000 and seeks to reserve that amount of funds for
payment of this postpetition liability.

                Belgian Employee Withholding Taxes

L&H NV proposes to pay withholding tax claims arising under
Belgium law relating to the Belgian employees' income for which
L&H NV is liable. Specifically, these taxes relate to income
earned by employees during the postpetition periods -- during
the year 2001 -- and total approximately EUR293,790.

                        Real Estate Taxes

L&H NV currently owes the Belgian taxing authorities EUR8,887
for real estate taxes relating to its former corporate
headquarters that were incurred after the Petition Date.

Thus, the total amount that L&H NV proposes to pay under this
request is EUR19,200,901.49. (L&H/Dictaphone Bankruptcy News,
Issue No. 39; Bankruptcy Creditors' Service, Inc., 609/392-0900)


MAGELLAN HEALTH: Intends to Reject 26 Leases & 7 Subleases
----------------------------------------------------------
Prior to the Petition Date, Magellan Health Services, Inc., and
its debtor-affiliates initiated an internal operational
restructuring program with the goal of decreasing operating
costs without reducing the quality of services rendered to their
customers.  In connection with this program, the Debtors
determined to:

     A. combine several of their smaller operations into larger,
        more efficient, consolidated businesses;

     B. discontinue certain under-performing lines of business;
        and

     C. close offices in areas where they no longer had a
        significant customer demand for services.

As a result, the Debtors determined to close several of their
office locations.  As of March 14, 2003, many of the leases with
respect to the closed locations have either expired by their own
terms or have been terminated pursuant to an agreement with the
landlord under the lease.  However, 26 of these leases remain in
effect.  Of the 26 remaining leases, seven of the premises have
been sublet to various tenants, at rental rates provided in the
master leases.  The rest of the closed locations have not been
sublet and either remain vacant or are in the process of being
vacated.

Among the 26 Leases include:

        Lessor                Location         Monthly Rent
        ------                --------         ------------
     Carr America             Norcross, GA       $4,237.58
     Parkway Properties       Richmond, VA       10,316.29
     Fountains of Plantation  Plantation, FL     22,950.66
     Greenberg Development    St. Louis, MO       5,690.83
     Prudential Insurance     Round Rock, TX      6,219.00
     Stein Properties         Columbia, MD        9,105.00
     MACK-CALI Realty         Fishkill, NY        5,606.56
     VRS/TA-Cole              Dallas, TX         18,548.67
     Opus South Corp.         Sunrise, FL        66,781.90
     Shadowood                Atlanta, GA        15,868.23

The seven subleases are:

                 Monthly Rent                      Monthly Rent
    Location   Paid to Lessor    Subleasee      Paid by Subleasee
    --------   --------------    ---------      -----------------
     Florida      $66,781.90     Primus Telecom     $ 22,830.49
     Georgia       31,531.70     Vital Solutions      23,634.00
     New Jersey    74,125.73     Grow Tunneling       25,935.00
     New Jersey                  Carlisle Leasing     27,875.00
     New Jersey                  Innapharma           11,212.00
     Georgia       70,811.02     iHealth Tech         11,000.00
     Georgia                     GPA, LLC              9,000.00

The Debtors and their advisors have reviewed and analyzed the
Leases and the Subleases to determine their economic values in
the perspective of the Debtors' reorganization.  Based on the
results of the review and analysis, the Debtors have determined
that it is in the best interest of their estates and creditors
to reject the Leases and the Subleases pursuant to Section 365
of the Bankruptcy Code.

Stephen Karotkin, Esq., at Weil, Gotshal & Manges LLP, in New
York, relates that the Debtors no longer occupy the premises
relating to the Leases and do not intend to do so.  After
reviewing the terms of the Leases and the locations of the
leased premises, the Debtors have determined that the Leases
have little or no potential value.  This is supported by the
fact that the rents generated by the Subleases are significantly
lower than the rents that the Debtors are obligated to pay with
respect to the underlying Leases.  Despite their efforts, the
Debtors have been unable to sublet the other Leases on an
economic basis.

Accordingly, the Debtors believe that there is no potential
value that might be realized by future sale or sublease of any
of the Leases.  Thus, the Debtors have determined to reject the
Leases and avoid the incurrence of any additional expenses with
respect to these leases.  As a consequence of the rejection of
the Leases, the Subleases with respect thereto should
automatically terminate.  To avoid any confusion, to the extent
necessary, the Debtors also seek the Court's permission to
reject the Subleases.

Any claim for damages arising as a result of the rejection of
these Leases must be filed by a date fixed by the Court as the
claims bar date in these Chapter 11 cases. (Magellan Bankruptcy
News, Issue No. 4: Bankruptcy Creditors' Service, Inc., 609/392-
0900)

Magellan Health Services' 9.375% bonds due 2007 (MGL07USA1),
DebtTraders says, are trading at 83 cent-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=MGL07USA1for
real-time bond pricing.


MERRILL LYNCH MORTGAGE: S&P Hatchets Ratings on 4 Note Classes
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on four
classes of Merrill Lynch Mortgage Investors Inc.'s mortgage
pass-through certificates series 1998-C2, and removed them from
CreditWatch negative, where they were placed Feb. 27, 2003.

Concurrently, the ratings of seven classes are affirmed.

The lowered ratings on classes H and J reflect interest
shortfalls largely resulting from appraisal subordinated
entitlement reduction amounts (ASERs) associated with some of
the delinquent loans. In the case of class H, the shortfall will
be paid back over the next six distributions provided ASER
amounts do not increase and/or unexpected costs are not passed
through to the trust. Should the class not be paid back during
this time frame, the rating will be lowered further. The lowered
ratings on classes F and G reflect expected credit support
erosion upon the eventual disposition of some of the specially
serviced assets. The affirmed ratings reflect credit enhancement
levels that adequately support the existing ratings after taking
expected losses into account.

There are 20 assets, representing 6.54% of the pool, which are
in special servicing. This includes 14 assets in the amount of
$49.8 million, or 5.3% of the pool, which are delinquent or REO.
Aggregate appraisal reduction (ARA) amounts taken against these
assets total $17.9 million. There are three REO assets totaling
$10.5 million, with a total exposure of $13.8 million.
Significant losses are likely to be incurred against two of the
assets. The first is a $6.8 million loan ($8.5 million exposure)
secured by a 282-unit Super 8 Motel in Orlando, Fla. An ARA of
$4.9 million has been taken against the loan. The loan was
transferred to the special servicer in March 2000 due to payment
default, and was formerly flagged as a Comfort Inn. The second
is a $3.1 million loan ($4.6 million exposure) secured by a 150-
unit Ramada Inn in Brainerd, Minn. An ARA of $2 million has been
taken against the loan, which was transferred to the special
servicer in July 1998 due to payment issues and taken REO in
October 2001. The remaining REO is a 24 unit $.617 million
multifamily property in Albuquerque, N.M. An October 2002
appraisal indicated a valuation in excess of total exposure.

There are five assets, comprising $24.89 million, greater than
90 days delinquent. One of these assets is in foreclosure
proceedings (FCL) as of the March 2003 distribution. The FCL
asset is the fifth largest loan in the pool, with a balance of
$14.8 million ($15.5 million exposure) that was transferred to
the special servicer in July 2002. Subsequent to transfer the
property lost its flag, as the borrower was unable to complete a
property improvement plan required by Hampton Inn. A $9.5
million ARA has been taken against the asset and a significant
loss is expected. With the exception of another loan in the
amount of $5.2 million, the remaining 90-plus day delinquent
assets consist of limited service lodging properties, with an
aggregate loan amount of approximately $4.9 million. ARAs of
$.615 million have been taken against the assets. The
aforementioned $5.2 million loan is secured by a 58-unit hotel
in San Francisco, Calif. Average daily occupancy for 2002 for
this property was 37%. The 60-day delinquent assets comprise
four loans, with an aggregate principal balance of $9.9 million.
The loans are secured by Ramada Inns, and were all made to a
related borrower. The loans are not defaulted or crossed-
collateralized. The borrower indicated that the payment defaults
were due to shortfalls because of economic downturns within the
markets the property operates. The properties are located in
Antioch, Carlsbad, Modesto, and Vallejo, Calif.

There are eight other specially serviced assets totaling $16.2
million secured by various property types. Two of the loans are
30 days delinquent. Six are current, and are generally with the
special servicer due to workouts or modifications. Two of the
current loans, with a combined balance of $6.1 million, are
secured by hotel properties.

The pool consists of 339 loans, with an aggregate principal
balance of $942.4 million. The weighted average debt service
coverage (DSC), based on 2001 net cash flow (NCF) data available
from the servicer, was 1.47x. Data was available for 97% of the
outstanding loans, by balance. Loans reporting NCF DSC less than
1.06x represent 16.1% of the pool. Most of these loans appear on
the special servicer's watchlist, which consists of 107 loans,
with an aggregate principal balance of $259.8 million, or 27.6%
of the pool. All of the loans on the watchlist appear due to low
DSC or DSC declines. As a whole, the mortgage loan pool is
exposed to various property types. Concentrations in excess of
10% include: multifamily (40%), retail (26%), lodging (14%), and
office (10%). The properties are in 37 states, with significant
concentrations in Texas (18%), California (17%), New York (9%),
and Florida (8%).

The 10 leading loans account for 15.4% of the pool, and the
weighted average NCF DSC of these loans is up slightly from
issuance, to 1.39x from 1.36x. All but two of the loans have
reported stable or increased NCF DSC since issuance. The fifth
and sixth largest loans experienced declines. The fifth largest
loan, which is in foreclosure, reported a December 2001 NCF DSC
of .47x. The sixth largest loan, which is a 204,285 square-foot
retail center in Palm Beach Gardens, Fla., experienced a DSC
decline to 1.28x from 1.39x at cut-off due to reduced occupancy.
According to the most recent property inspection, which noted
the property to be in overall excellent condition, the current
occupancy is 88%, down from 93% at issuance. The properties
securing the remaining nine loans were all noted to be in "good"
overall condition on the site inspection reports. The report for
the 10th largest loan, however, noted that the office properties
sole tenant, Mallinckrodt, vacated the property. Mallinckrodt
has continued to pay rent under its lease, which expires
December 2004.

Standard & Poor's stress scenarios included the specially
serviced and low DSC loans. The resulting credit enhancement
levels adequately supported the lowered and affirmed ratings.

                Merrill Lynch Mortgage Investors
      Commercial mortgage pass-through certs series 1998-C2

           RATINGS LOWERED AND REMOVED FROM CREDITWATCH

                        Rating                   Credit
           Class    To          From             Support (%)
           F        B           BB/Watch Neg            6.0
           G        B-          BB-/Watch Neg           5.5
           H        CCC         B/Watch Neg             3.1
           J        D           B-/Watch Neg            2.6

                Merrill Lynch Mortgage Investors
      Commercial mortgage pass-through certs series 1998-C2

           RATINGS AFFIRMED AND REMOVED FROM CREDITWATCH

                        Rating                   Credit
           Class    To          From             Support (%)
           D        BBB         BBB/Watch Neg          14.1
           E        BBB-        BBB-/Watch Neg         12.4

                Merrill Lynch Mortgage Investors
      Commercial mortgage pass-through certs series 1998-C2

                          RATINGS AFFIRMED

                                        Credit
                     Class    Rating    Support (%)
                     A-1      AAA             31.4
                     A-2      AAA             31.4
                     B        AA              28.0
                     C        A               21.6
                     IO       AAA             N.A.


MESA AIR GROUP: Applauds US Airways' Emergence from Bankruptcy
--------------------------------------------------------------
Mesa Air Group, Inc. (Nasdaq: MESA), would like to congratulate
US Airways and its employees led by Dave Siegel on the
significant accomplishment of emerging from Chapter 11. The
company and its employees should be applauded for all their hard
work and dedication that allowed this to happen. Mesa would also
like to thank the Retirement Systems of Alabama and Dr. David
Bronner in their role in US Airways' restructuring. US Airways
is an integral part of Mesa's growth and their future success is
therefore of great importance to the company.

"US Airways has accomplished much more than anyone expected and
will clearly be an industry leader," said Jonathan Ornstein,
Mesa's Chairman and Chief Executive Officer. "I've been involved
in a number of airline turnarounds and I'm not sure that any one
could have done a better job in turning around US Airways than
Dave Siegel and his team."

Mesa currently operates 124 aircraft with 889 daily system
departures to 147 cities, 37 states, Canada, Mexico and Bahamas.
It operates in the West and Midwest as America West Express, the
Midwest and East as US Airways Express, in Denver as Frontier
JetExpress, in Kansas City with Midwest Express Airlines and in
New Mexico as Mesa Airlines. The Company, which was founded in
New Mexico in 1982, has approximately 3,300 employees. Mesa is a
member of Regional Aviation Partners and Regional Airline
Association.


NAT'L CENTURY: NPF VI Subcommittee Hire Two Law Firms
-----------------------------------------------------
The Official NPF VI Noteholders' Subcommittee seeks the Court's
authority to retain the law firms of Kaye Scholer, LLP and
Clifford Chance, LLP as its co-counsels in the Chapter 11 cases
of National Century Financial Enterprises, Inc., and its debtor-
affiliates, nunc pro tunc as of January 13, 2003.

According to Peter Clinton at ING Capital Markets LLC, in
New York, chairing the NPF VI Subcommittee, the NPF VI creditor
panel has assigned different tasks and roles to Kaye Scholer and
Clifford Chance, so that only one firm is assigned to each
particular matter.  To an extent, this joint representation is a
continuation of the system that was in place prior to the
appointment of the NPF VI Subcommittee, when the NPF VI
Noteholders coordinated their participation in the Debtors' and
related health care providers' Chapter 11 cases through Kaye
Scholer -- on behalf of ING and Ofivalmo, and Clifford Chance --
on behalf of Ambac.

Due to the intimate familiarity that Kaye Scholer and Clifford
Chance have acquired with respect to the Debtors' Chapter 11
cases and the providers' Chapter 11 cases, Mr. Clinton asserts,
those firms are well suited to represent the NPF VI Subcommittee
in an effective and efficient manner.

Mr. Clinton tells the Court that Kaye Scholer and Clifford
Chance have expertise in numerous areas of law, including
corporate reorganization, debtors' and creditors' rights, bond
financing, litigation, healthcare finance and securitization,
tax, real estate, etc., all of which will be crucial to an
optimal outcome in these Chapter 11 cases.

Both firms also have a great deal of experience with respect to
the representation of creditors' committees in Chapter 11 cases
throughout the U.S., Mr. Clinton points out.

Mr. Clinton assures the Court that the NPF VI Subcommittee has
carefully divided the assignments with respect to both firms.
Kaye Scholer and Clifford Chance have agreed to act on the NPF
VI Subcommittee's behalf in accordance with the Subcommittee
Assignment List, as it may be amended from time to time, thereby
avoiding duplication.

The assignments delegated to each firm are:

Assignment                                      Responsible Firm
----------                                      ----------------
I. Chapter 11 Case Administration and
     Financing Activities

     A. Cash Collateral Orders in NCFE Cases       Kaye Scholer

        1. Consensual Use of Cash Collateral
           and Negotiating Agreements
           with Interested Parties (NPF VI)

        2. Prepare for and Participate in
           Any Contested Cash Collateral
           Hearings (NPF VI)

        3. Investigate and Review of Sources
           of Funding

     B. Coordination of Committee Operations       Kaye Scholer

        1. Coordinate Meetings and Interactions
           with Members of NPF VI Subcommittee

        2. Coordinate Operations of NPF VI
           Subcommittee with FTI, Creditors'
           Committee and NPF XII Subcommittee

     C. Motions to Lift Stay, Collection Matters
        and Other Issues Arising from
        Relationships with Non-Bankrupt Providers

     D. Miscellaneous Bankruptcy Case
        Administration Matters                     Kaye Scholer

II. Asset Recovery

     A. Claims in Provider Bankruptcies            Kaye Scholer

        1. Protect Estate Interests and
           Negotiate Cash Collateral Orders,
           DIP Financing Orders,
           Settlements and Buyouts

        2. Enforce Rights as an Owner
           or Secured Creditor Consistent with
           the Bankruptcy Code

     B. Non-Bankrupt Provider Matters              Kaye Scholer

        1. Review and Negotiate, Together
           with FTI, Proposed Buyouts and
           Settlements with NPF VI Providers

        2. Work with FTI to Develop Valuation
           Analysis of NPF VI Providers and
           Restructurings, Rollups and Other
           Structures to Maximize Recovery

     C. Asset Dispositions
        (Real and Personal Property)              Clifford Chance

     D. Recovery of Bank Group Assets

        1. Lease, Note and Other Asset
           Recoveries (Non-VI and XII Assets)     Clifford Chance

        2. Adequate Protection Issues and
           Oversecured or Undersecured Status      Kaye Scholer

     E. Tax Refund                                Clifford Chance

     F. Investigate and Pursue Avoidable
        Transfers

        1. Potential Action against
           NCFE Founders                          Clifford Chance

        2. Other Potential Avoidance Actions      Kaye Scholer

III. Bankruptcy and Other Litigation
       and Collection Matters

     A. True Sale Litigation defending the
        position that Receivables were
        Purchased                                 Kaye Scholer

     B. Defend against Motions to Dismiss
        the NPF VI Case                           Kaye Scholer

     C. Contempt Actions Against Providers
        Who Violate the Stay or Divert Funds      Kaye Scholer

     D. Appellate Litigation Protecting
        NPF VI Rights                             Kaye Scholer

     E. Negotiate Standstill or Other
        Agreements between Opposing Parties
        And Creditor Constituencies to Preserve
        and Maximize Estate Recoveries            Kaye Scholer

        1. Standstills to Allow Bankrupt
           Provider Debtors to Focus on
           Business Rather Than Litigation,
           thereby Ultimately Maximizing Recoveries
           for NCFE

        2. Orchestrate Business Discussions among
           Various Constituencies on Maximizing
           Recoveries

     F. Pending Antitrust and Other Prepetition
        Litigation Matters                         Kaye Scholer

     G. Other Collection Litigation                Kaye Scholer

IV. Third-Party Investigations                   Clifford Chance

     A. Federal Bureau of Investigation           Clifford Chance

        1. Records Production and Records
           Recovery

        2. Interviews with Current Management

        3. Compliance with Informal Requests
           and Subpoenas

    B. SEC Investigation                          Clifford Chance

       1. Records Production and Compliance
          with Requests

       2. Review of Investigation, Interviews
          and Information

V. Portfolio Disposition

     A. Identify Prospective Purchasers            Kaye Scholer
        of NCFE's Provider-Based Claims
        on a Portfolio Basis

In addition, Kaye Scholer may continue to advise certain NPF VI
Noteholders, including ING and Ofivalmo, in discrete matters
with respect to the NCFE Chapter 11 cases in which it is not
otherwise representing the NPF VI Subcommittee.  Similarly,
Clifford Chance may continue to advise Ambac in discrete matters
in which it is not otherwise representing the NPF VI
Subcommittee.

The NPF VI Subcommittee believes that Kaye Scholer and Clifford
Chance possess the requisite knowledge and expertise in the
areas of law relevant to these cases.

Mr. Clinton adds that Kaye Scholer and Clifford Chance will use
their standard hourly rates in effect at the time that the firm
will perform professional services.  Moreover, both firms intend
to apply for compensation of professional services rendered in
connection with these cases and for reimbursement of actual and
necessary expenses incurred.

Lester M. Kirshenbaum, a member of Kaye Scholer LLP, informs the
Court that Kaye Scholer attorneys presently designated to
represent the NPF VI Subcommittee and their current standard
hourly rates are:

     Names                               Hourly rates
     -----                               ------------
     Lester M. Kirshenbaum (partner)         $635
     Edmund M. Enrich (partner)               595
     Henry G. Morriello (partner)             575
     Rita Ginzburg (associate)                420
     Nicholas J. Cremona (associate)          405
     Mimi Wong (associate)                    255

Mr. Kirshenbaum continues that the hourly rates of other
attorneys and paraprofessionals to work in this matter are:

     Position                            Hourly rates
     --------                            ------------
     Partners                            $455 to 635
     Counsel                              430 to 525
     Associates                           205 to 465
     Paraprofessionals                    100 to 185

Dennis J. Drebsky, a member of Clifford Chance US LLP, reports
that the Clifford Chance attorneys presently designated to
represent the NPF VI Subcommittee and their current standard
hourly rates are:

     Names                               Hourly rates
     -----                               ------------
     Dennis Drebsky (partner)                $615
     Barbara Goodstein (partner)              575
     Nikolai Milankov (associate)             400
     Derek Newman 9associate)                 310

The hourly rates of other Clifford Chance professionals and
paraprofessionals range:

     Position                            Hourly rates
     --------                            ------------
     Partners                            $465 to 615
     Counsel                              415 to 515
     Associates                           205 to 455
     Paraprofessionals                    100 to 185

Furthermore, Kaye Scholer and Clifford Chance have informed the
NPF VI Subcommittee that, except as otherwise disclosed, they:

     (a) do not currently hold or represent any entity having an
         adverse interest in connection with these cases; and

     (b) do not currently have any connection with the Debtors,
         their creditors or other parties-in-interest in these
         cases. (National Century Bankruptcy News, Issue No. 13;
         Bankruptcy Creditors' Service, Inc., 609/392-0900)


NATIONSRENT: Secures Approval of Case Credit & New Holland Pacts
----------------------------------------------------------------
After the Petition Date, NationsRent Inc., and its debtor-
affiliates initiated a comprehensive review of each of their
equipment leases to determine which of the leases they will
assume, reject, recharacterize or renegotiate.  As part of this
process, the Debtors entered into arm's-length discussions with
New Holland Credit Company, LLC and Case Credit Corporation
regarding their obligations under certain agreements.  The
Debtors are parties to prepetition leasing and financing
arrangements with New Holland and Case Credit, which are
characterized as leases.  The Prepetition Agreements allow the
Debtors to regularly obtain equipment for their rental fleet.
The parties' discussions culminated into a Master Inventory
Financing, Security and Settlement Agreement which provides for
the termination of the Prepetition Agreements and the Debtors'
purchase of certain inventory subject to the Prepetition
Agreements.

Accordingly, the Debtors sought and obtained Court approval for
its Master Agreement and related transactions including the
financed purchase of the Inventory and the granting of the
security interest to the Lenders.

The salient terms of the Master Agreement include:

A. Sale of Inventory and Terms of Sale

     New Holland and Case Credit will sell to the Debtors all
     their equipment under schedules C-C1 through C-C10 to the
     Master Agreement.  The Debtors will finance the purchase of
     the Inventory by borrowing $12,484,913 from New Holland and
     Case Credit.

B. Loans

     New Holland and Case Credit will loan these amounts:

     Inventory Description     Maturity Date           Loan
     ---------------------     -------------           ----
       Schedule C-C1            July 1, 2003     $1,216,820
       Schedule C-C2         January 1, 2004        127,798
       Schedule C-C3            July 1, 2004        233,871
       Schedule C-C4         October 1, 2004      1,278,972
       Schedule C-C5         October 1, 2004        128,544
       Schedule C-C6         January 1, 2005      1,441,405
       Schedule C-C7            July 1, 2005      1,195,455
       Schedule C-C8         October 1, 2006        122,547
       Schedule C-C9            July 1, 2006        406,037
       Schedule C-C10        January 1, 2006      6,333,462

           Total:                               $12,484,913

     For each loan, the Debtors will issue to New Holland and
     Case Credit a promissory note.  Beginning on Jan. 2, 2003,
     the unpaid principal amount of each Loan began to accrue
     interest at 7% per annum.  The Debtors will pay the interest
     quarterly in arrears beginning on April 1, 2003 and on the
     first business day of each quarter thereafter.

C. Security Interest in Purchased Inventory

     To secure the Debtors' outstanding obligations under the
     Master Agreement and with respect to the Loans, New Holland
     and Case Credit will be granted a purchase money security
     interest in the Inventory.

     The parties further agree to modify the automatic stay to
     permit New Holland and Case Credit to:

     -- file necessary or appropriate documents to perfect their
        security interests and liens granted with respect to the
        Master Agreement; and

     -- on the occurrence of an Event of Default:

        (a) terminate the Master Agreement, each Note and any
            other documents, agreements or instruments executed
            or delivered in connection with the Loans;

        (b) declare the Debtors' outstanding obligations under
            the Master Agreement and the Notes immediately due
            and payable;

        (c) exercise the rights of a secured party under the
            Uniform Commercial Code to take possession and
            dispose of the collateral under the Master Agreement
            and the Loans; and

        (d) exercise any other rights or remedies permitted to
            New Holland and Case Credit under applicable law.

     An Event of Default occurs when:

        (i) the Debtors fail to make any payments of principal or
            interest with respect to the notes within five days
            after becoming due and owing;

       (ii) any statement, warranty or representation of the
            Debtors in connection with or contained in the
            financing agreement and related other related
            transactions, or any financial statements furnished
            to New Holland and Case Credit by or on the Debtors'
            behalf, is false or misleading in any material
            respect;

      (iii) the Debtors breach any material covenant, term,
            condition or agreement stated in the financing
            agreement or other related transaction and that
            breach remains unremedied within 30 days after the
            Debtors receive a written notice from New Holland and
            Case Credit;

       (iv) the Debtors cease to do business, sell all its
            assets, dissolve, merge or liquidate, except as
            provided in the a reorganization plan;

        (v) any attachments, execution, levy, forfeiture, tax
            lien or similar writ or process -- to the extent the
            same does not constitute a Permitted Lien -- is
            issued against the Collateral and is not removed
            within 30 calendar days after filing, unless an
            adverse action is being contested in good faith and
            does not present a material risk to New Holland and
            Case Credit's interest in the Collateral;

       (vi) the lenders under the Fifth Amended and Restated
            Revolving Credit and Term Loan Agreement dated
            August 2, 2000, as amended, declare the Debtors in
            default and have accelerated the indebtedness due or
            there is a material payment default under the Credit
            Agreement or any successor or replacement agreement;

      (vii) except in connection with these Chapter 11 cases, the
            Debtors:

            * make an assignment for the benefit of their
              creditors;

            * admit in writing their inability to pay or
              generally fail to pay their debts as they mature or
              become due;

            * petition or apply for the appointment of a trustee
              or other custodian, liquidator, receiver or
              receiver and manager of any of the Debtors or
              substantially part of the Debtors' assets; or

            * commence any case or other proceeding under any
              bankruptcy, reorganization, arrangement,
              insolvency, readjustment of debt, dissolution, or
              liquidation law; or

     (viii) a petition or application for a trustee or custodian
            of the Debtors or their assets is filed or any
            reorganization or insolvency proceeding is commenced
            and the Debtors indicate their approval or the
            petition or application is not dismissed within 90
            days after the filing.

D. Termination of the Prepetition Agreements

     The parties agree to terminate the Prepetition Agreements.
     New Holland and Case Credit will be allowed unsecured
     non-priority claims for the deficiency claims and other
     general unsecured claims arising with respect to the
     Prepetition Agreements.  The Claims will be determined after
     giving the Debtors a credit for the aggregate original
     principal amount of the Loans.  New Holland and Case Credit
     will have no further claims against the Debtors with respect
     to the Prepetition Agreements.

E. Mutual Release On the Effective Date

     Both parties will fully release the other from any and all
     claims and liabilities arising under the prepetition
     agreements. (NationsRent Bankruptcy News, Issue No. 29;
     Bankruptcy Creditors' Service, Inc., 609/392-0900)


NORTHWESTERN: BB+ Rating on Watch Neg. After $880-Mil Write-Off
---------------------------------------------------------------
Standard & Poor's Rating Services placed its 'BB+' corporate
credit rating for utility holdings company NorthWestern Corp.,
on CreditWatch with negative implications in response to the
company's announcement of $880 million write-off associated with
the company's nonregulated businesses.

Sioux Falls, South Dakota-based NorthWestern has about $1.7
billion in outstanding debt.

"This rating action is the result of the continued problems
associated with the company's Expanets Inc. and Blue Dot Inc.
subsidiaries and management's continued inability to adequately
project the performance or value of the nonregulated
businesses," said Standard & Poor's credit analyst Peter
Otersen. "The $880 million write-off depleted the equity
layer of the capital structure."

Standard & Poor's also said that it remains concerned about the
performance of NorthWestern's nonregulated businesses,
specifically Expanets and Blue Dot, and their ability to
meaningfully contribute operating income. The company has not
provided guidance for Expanets and Blue Dot in 2003.

The financing plan for the Montana Power asset acquisition in
early 2002 included $200 million of equity to be issued in the
first quarter 2002. NorthWestern issued about $83 million of
equity in September 2002.

However, given the company's current stock price, Standard &
Poor's does not believe the company could issue additional
equity in the foreseeable future. Instead, NorthWestern may
potentially incur additional debt to substitute for equity
issues.

NorthWestern is currently restructuring the operations of both
subsidiaries in an effort to improve the cash flow potential and
reviewing strategic options for both businesses.


OREGON STEEL: Market Weakness Prompts S&P's to Cut Rating to B+
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Portland, Oregon-based Oregon Steel Mills Inc. to 'B+'
from 'BB-'. The current outlook is stable. The company has about
$305 million in total debt.

"The downgrade reflects Standard & Poor's assessment that the
weaker than expected operating environment in Oregon Steel's key
markets, a shift to a lower product mix, and higher natural gas
and steel scrap costs will result in weakening financial
performance," said Standard & Poor's credit analyst Paul
Vastola.

Standard & Poor's said that its ratings reflect Oregon Steel's
fair market position, aggressive capital structure, and volatile
operating performance that is the result of exposure to cyclical
industries, particularly the oil and gas transmission pipeline
business. Oregon Steel is affected by intense competition,
cyclical swings in demand, and fluctuations in the price of
energy as well as steel scrap and slab, which are critical raw
materials. The company primarily competes in markets west
of the Mississippi River and in Western Canada, where there are
few competitors, providing a transportation cost advantage
relative to East Coast producers.

DebtTraders reports that Oregon Steel Mills Inc.'s 11.000% bonds
due 2003 (OS03USR1) are trading at 93 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=OS03USR1for
real-time bond pricing.


OWENS CORNING: Overview of Amended Plan of Reorganization
---------------------------------------------------------
Owens Corning presents Judge Fitzgerald its First Amended Plan
of Reorganization and Disclosure Statement dated March 28, 2003,
which incorporates changes in the classification and treatment
of Class 7 and Class 8 Claims.

The material modifications to the Plan include:

     A. Class 7 OC Asbestos Personal Injury Claims: All Class 7
        Claims to the Asbestos Personal Injury Trust and will be
        determined and paid pursuant to the terms, provisions,
        and procedures of the Asbestos Personal Injury Trust
        Distribution Procedures and the Asbestos Personal Injury
        Trust Agreement.  The sole recourse of the holder of a
        Class 7 Claim will be the Asbestos Personal Injury Trust,
        and the holder will have no right whatsoever at any time
        to assert its Claim or Demand against any Protected
        Party.

        On the Effective Date, or as soon as practicable after,
        the Reorganized Debtors will irrevocably transfer and
        assign to the Asbestos Personal Injury Trust for
        allocation to the OC Sub-Account:

        1. a. if Class 4 accepts the Plan, the portion of the
              Combined Net Distribution Package equal to the
              Class 7 Initial Distribution Percentage; or

           b. if Class 4 rejects the Plan, the portion of the
              Combined Distribution Package equal to the Class 7
              Initial Distribution Percentage, and in addition
              and
              in any event;

        2. the OC Asbestos Personal Injury Liability Insurance
           Assets; and

        3. the OCD Insurance Escrow.

        On or as soon as reasonably practicable after the Final
        Distribution Date, the Reorganized Debtors will
        irrevocably transfer and assign to the Asbestos Personal
        Injury Trust for allocation to the OC Sub-Account:

        1. Cash in an amount equal to the Class 7 Final
           Distribution Percentage of Excess Available Cash;

        2. Excess Senior Notes in an aggregate principal amount
           equal to the Class 7 Final Distribution Percentage of
           the Excess Senior Notes Amount;

        3. shares of New OCD Common Stock in an aggregate number
           equal to the Class 7 Final Distribution Percentage of
           the Excess New OCD Common Stock; and

        4. Cash in an amount equal to the Class 7 Final
           Distribution Percentage of the Excess Litigation Trust
           Recoveries.

     B. Class 8 FB Asbestos Personal Injury Trust:  All Class 8
        Claims will be channeled to the Asbestos Personal Injury
        Trust and will be determined and paid pursuant to the
        terms, provisions, and procedures of the Asbestos
        Personal Injury Trust Distribution Procedures and the
        Asbestos Personal Injury Trust Agreement.  The sole
        recourse of the holder of a Class 8 Claim will be the
        Asbestos Personal Injury Trust and each holder will have
        no right whatsoever at any time to assert its Claim or
        Demand against any Protected Party.

        On the Effective Date, or as soon as practicable
        thereafter, the Reorganized Debtors will irrevocably
        transfer and assign to the Asbestos Personal Injury Trust
        for allocation to the FB Sub-Account:

        1. the FB Reversions;

        2. the Committed Claims Account; and

        3. the FB Sub-Account Settlement Payment.

        The Reorganized Debtors will, or will use all
        Commercially reasonable efforts to, cause the trustees of
        the Fibreboard Insurance Settlement Trust to irrevocably
        transfer and assign:

        1. the Existing Fibreboard Insurance Settlement Trust
           Assets; and

        2. any and all of the Fibreboard Insurance Settlement
           Trust's rights in the FB Reversions, to the Asbestos
           Personal Injury Trust, for allocation to the FB Sub-
           Account, on the Effective Date or as soon as
           practicable thereafter.

        The Reorganized Debtors will also execute and deliver, or
        will use all commercially reasonable efforts to cause the
        trustees of the Fibreboard Insurance Settlement Trust to
        execute and deliver, to the Asbestos Personal Injury
        Trust the documents as the Asbestos Personal Injury
        Trustees reasonably request in connection with the
        transfer and assignment of the Existing Fibreboard
        Insurance Settlement Trust Assets and the FB Reversions.

A hearing on the adequacy of the Disclosure Statement is
scheduled on June 4, 2003.  Objections to the Disclosure
Statement must be filed by May 21, 2003.

A free copy of the Disclosure Statement and the First Amended
Plan of Reorganization is available at:

      http://bankrupt.com/misc/7438disclosurestatement.pdf

(Owens Corning Bankruptcy News, Issue No. 49; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


PACIFIC GAS: Wants to Repay 13 Calpine Generator Proj. Advances
---------------------------------------------------------------
Pacific Gas and Electric Company seeks the Court's authority to
repay certain generator advances.

PG&E wants to repay certain Calpine generators for the amounts
the Generators advanced to PG&E for network upgrades installed
to interconnect 13 Calpine power projects.  The Federal Energy
Regulatory Commission ordered PG&E to repay these advances
through a series of recent rulings.  The repayment falls under
three categories:

     (1) The repayment to Generators for funds advanced to PG&E
         before the Petition Date;

     (2) The repayment to Generators for funds advanced
         postpetition; and

     (3) The repayment for funds not yet advanced but
         contemplated under the interconnection agreements when
         the amounts become due.

When a Generator constructs a new power plant, the FERC permits
transmission providers like PG&E to charge the generator the
costs of upgrades to interconnect the Generator with the
provider's transmission system.  PG&E then enters into a
Generator Special Facilities Agreement pursuant to which the
Generator advances the funds for upgrades.  PG&E is currently a
party under Special Facilities Agreements with:

        1. Los Medanos Energy Center LLC,
        2. Gilroy Energy Center LLC,
        3. Los Esteros Critical Energy Facility LLC,
        4. Yuba City Energy Center LLC,
        5. Metcalf Energy Center LLC,
        6. Lambie Energy Center LLC,
        7. Goose Haven Energy Center LLC,
        8. Creed Energy Center LLC,
        9. King City Energy Center LLC,
       10. Feather River Energy Center LLC,
       11. Riverview Energy Center LLC,
       12. Wolfskill Energy Center LLC, and
       13. Delta Energy Center LLC.

With the exception of Delta and Los Medanos, PG&E entered into
the Special Facilities Agreements postpetition between
August 15, 2001 and October 26, 2002.  Each Generator has
constructed or is in the process of constructing a new power
facility, which bears the same name as the Generator.

Originally, Barbara Gordon, Esq., at Howard, Rice, Nemerovski,
Canady, Falk & Rabkin, relates that it was unclear whether FERC
would require PG&E to credit or repay the Generators for the
funds advanced under the Special Facilities Agreements.  But
late in 2001, the FERC indicated that transmission owners must
develop a crediting mechanism to repay generators for funds
advanced for network upgrades.  No credit is required for the
cost of the tie line connecting the Generator to the grid.  In
later rulings, the FERC directed PG&E to repay the Generators
for funds advanced when a new project comes on line and to
recover those funds subsequently through increased transmission
rates.

Although it will ultimately recover the repayment amounts
through increased transmission rates, Ms. Gordon notes that the
recovery will require a significant period of time, as the
facilities are depreciated under schedules set by the FERC.

The FERC rulings affect the Calpine Projects constructed or
under construction as well as future projects.  But according to
Ms. Gordon, PG&E has filed or intends to file requests for
rehearing on the FERC rulings regarding the repayment to Los
Medanos and Delta because the Special Facilities Agreement for
both Generators directly assigned the cost of those upgrades to
Calpine and had been filed and accepted by the FERC.  Ms. Gordon
explains that the FERC-ordered repayments pertaining to the Los
Medanos and Delta Projects may constitute payment on account of
funds advanced by these Generators before the Petition Date.
PG&E's records indicate that Los Medanos advanced $500,000 on
February 25, 2000 and $3,408,000 on November 24, 2000.  Delta
advanced $100,000 on June 19, 2000 and $500,000 on October 20,
2000.  Delta also advanced $17,890,000 postpetition.

But while PG&E continues to dispute repayment to these two of
the 13 Calpine Projects, the FERC's orders have not been stayed.
Therefore, PG&E is obligated to obey the orders and begin
repayment, pending the potential reversal of the FERC's orders
after rehearing.

PG&E does not dispute repayment for the remaining 11 Calpine
Projects.

PG&E filed credit mechanisms that provide, in part, for the
repayment through monthly installments with interest at the rate
specified by the FERC amortized over a five-year period.  The 13
Calpine Projects and estimated repayment amounts for each are:

                 Generator         Repayment Amount
                 ---------         ----------------
                 Los Medanos           $3,904,000
                 Gilroy                 1,355,000
                 Los Esteros              887,000
                 Yuba City              3,882,200
                 Lambie                 1,206,167
                 Goose Haven            1,206,167
                 Creed                  1,206,167
                 King City                298,050
                 Feather River          2,550,000
                 Metcalf                6,461,600
                 Riverview                660,000
                 Wolfskill              1,100,000
                 Delta                 18,490,000
                                   ----------------
                 Total                $43,206,351

These amounts will be trued up to actual cost, and interest will
be added.  The payments due under the FERC orders are estimated
at $9,000,000 per year for five years, assuming that each
project comes on line.  The FERC orders provide that the
payments will begin 60 days after the latter of:

     (a) the date the FERC issues its order directing a credit:
         and

     (b) the project begins commercial operations.

The FERC orders also require the repayment to commence
immediately for 10 Calpine Projects, except Metcalf, Riverview,
Wolfskill, since these facilities have begun commercial
operations. (Pacific Gas Bankruptcy News, Issue No. 55;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


PCD: Hires Adams Harkness to Assist in Industrial/Avionics Sale
---------------------------------------------------------------
PCD, Inc., asks for authority from the U.S. Bankruptcy Court for
the District of Massachusetts to continue employing Adams,
Harkness & Hill, Inc., as its Financial Advisor.

The Debtor relates that since December 2002, Adams Harkness has
served as its financial advisor and has played a critical role
in the sale of two assets.  The Debtor tells the Court that it
needs to retain Adams Harkness as its investment bankers to
continue to perform necessary services -- primarily to act as
its financial advisor and participate and assist in negotiations
with respect to the sale of its Industrial/Avionics division to
Amphenol Corporation.

Adams Harkness agrees to represent the Debtor in this matter in
exchange for a fee equal to the greater of:

      -- 2.0% of the aggregate consideration paid for the
         transactions, and

      -- $350,000.

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


PHILIP MORRIS: Appeals $12 Billion Judgment Bonding Requirement
---------------------------------------------------------------
Philip Morris USA asked a Madison County state court Friday to
reduce the $12 billion bond required in order to appeal the
$10.1 billion Price class action verdict (formerly known as the
Miles case) and also petitioned another state court to halt any
attempt by Illinois to collect $3 billion in punitive damages
awarded to the state.

Philip Morris USA asked Madison County Circuit Court Judge
Nicholas Byron to reduce the $12 billion bond to $1.2 billion,
and no more than $1.5 billion, in order to allow its appeal to
proceed in an orderly fashion.

"We are asking only to be given the opportunity guaranteed by
the United States and Illinois constitutions to have our appeal
heard without being forced to post a bankrupting bond. In order
to accomplish that, it is imperative that the trial court lower
the bond to an amount that the company can satisfy or,
alternatively, extend the stay of execution pending appellate
review," said William S. Ohlemeyer, Philip Morris USA vice
president and associate general counsel.

"This is a case where Judge Byron, at one point in the trial,
observed he might have to flip a coin to decide the outcome.
It's clearly a case where the company deserves to have its
appeal considered on the merits of the case.

"All we are seeking is the right guaranteed to any defendant who
receives an adverse verdict to have that decision reviewed by
appellate courts. Basic fairness, and the law, demands that we
receive such an opportunity in this case," Ohlemeyer said.

Posting a bond is necessary in order to prevent the plaintiffs
from demanding payment of the $10.1 billion judgment issued
March 21 by Judge Byron while it is being appealed.

Ohlemeyer said the bond reduction motion was filed under seal
with the Court because the brief contains proprietary and
competitively sensitive information. However, a summary of case
law cited in support of the motion is attached to this release.

Under rules adopted by the Illinois Supreme Court, Judge Byron
has the authority to reduce the amount of the bond that must be
posted in order to stay execution of the judgment and allow the
company to proceed with its appeal. The right to appeal an
adverse verdict is guaranteed by the U.S. Constitution and the
Illinois Constitution.

"Philip Morris USA is not the only one concerned about its
constitutionally-guaranteed due process rights. Numerous other
groups - including some of the nation's most respected media -
have questioned why the company should be required to post a
potentially-bankrupting bond," said Ohlemeyer.

In a related effort intended to reduce the amount of the bond,
Philip Morris USA asked the Cook County Circuit Court to prevent
the state from attempting to collect the $3 billion in punitive
damages that Judge Byron directed be paid to the state.

"Our position is crystal clear and legally sound. The state of
Illinois relinquished all claims to punitive damage awards when
it entered into the Master Settlement Agreement with PM USA and
other tobacco companies in 1998 to resolve its Attorney
General's lawsuit," Ohlemeyer said.

"We are asking the Cook County Circuit Court, which has
exclusive jurisdiction over such matters, to prevent the state
from making any attempt to collect the punitive damages until
this question is resolved," he added.

Philip Morris USA also is continuing to encourage the state
Legislature to pass a law capping the amount of the bond a
defendant would be required to post in order to appeal a
verdict. Thus far, the Legislature has declined to do so.

Ohlemeyer said that bonding sources believe that the largest
surety bond PM USA may be able to obtain is in the amount of
$1.2 billion, with the possibility of an additional $300
million, for a total surety bond of no more than $1.5 billion.

Having only determined specific damages for two class
representatives, Ohlemeyer said the judgment cannot be
considered final and even Judge Byron has acknowledged that the
process of who will be entitled to damages is "complex" and
cannot begin unless the judgment is affirmed on appeal.

Accordingly, PM USA said that it actually should only be
required to post a bond of slightly more than $35,000, an amount
that covers the damages awarded by Judge Byron to two class
representatives, plus an additional 20 percent for interest and
costs during an appeal.

If the Court refuses to reduce the $12 billion bond, Ohlemeyer
said the company has asked that it be granted an additional 15
days stay after the Court's final rulings on its post-trial
motion in order "to pursue appellate relief on the bond issue
free from the grave risk that immediate enforcement of the
judgment in this case will force a bankruptcy."

In its pleadings for Cook County court, the company asks that
the "State of Illinois, and all those acting in concert with it,
[be] hereby restrained and enjoined from enforcing any portion
of the judgment in Price, including without limitation the
punitive damages award of $3 billion made to it, until further
Order of this Court."

Ohlemeyer pointed out that "nothing in the Cook County request
prevents the company from taking further legal action to have
the $12 billion bond reduced by the trial or appellate courts or
the verdict overturned. Those requests are part of a separate
post-trial motion filed under seal today with the Madison County
Circuit Court."

Ohlemeyer said today's motion does not address the merits of the
lawsuit or the verdict and additional briefing challenging Judge
Byron's decision will be filed on April 21. "We believe this
case was fatally flawed from the start when the trial Court
decided that it should be tried as a class action. The resulting
verdict ignored the law, facts and common sense.

"The Court awarded an outrageous amount of money to a group of
smokers who claim no injury, smoked cigarettes that were always
labeled with government health warnings and many of whom
continue to purchase Marlboro Lights despite the claims in the
case.

"We want to appeal the Court's decision, as well as the class-
certification order that preceded it, because both decisions are
clearly wrong on the facts and the law," Ohlemeyer said.

Ohlemeyer noted that federal and state courts have almost
uniformly rejected class actions in cigarette cases. Since the
landmark Castano decision in 1996, courts have rejected class
actions in 27 separate decisions, while allowing only three
cases to go to trial.

"The issues that the Madison County court attempted to decide
are national in scope and governed by federal laws and
regulations. It is not appropriate for a state judge to
substitute his judgment on these issues for those of the
Congress and the U.S. Federal Trade Commission," he added.

In addition, the company expects to challenge Judge Byron's
ruling on a number of legal and factual grounds, including the
fact that the Federal Cigarette Labeling and Advertising Act
sets forth the precise warning that must be printed on each
package of cigarettes sold in the United States, and in
advertisements for those cigarettes. The Federal Trade
Commission also regulates, and enforces, what may and may not be
said in cigarette advertising.

Other courts, including the U.S. Supreme Court, have ruled that
the federal labeling law prohibits states from requiring
additional warnings, including those suggested by the plaintiffs
in the Price (Miles) case.

"We believe that, once this case is reviewed by an appellate
court, this verdict will be overturned because of the errors
that occurred during trial," Ohlemeyer said.

                    Philip Morris' Arguments

Philip Morris USA Asserts That A Reduction Of Bond
Or Stay Of Enforcement Of Judgment Is Necessary To
Comply With Federal And State Constitutional Due
Process Rights, And Also To Comply With Federal
And Illinois Case Law:

      >> A stay of enforcement based upon terms with which PM USA
can comply is required by the due process clauses of the federal
and state constitutions and the Illinois Constitution's
guarantee of the right to appeal a final judgment. [U.S. Const.
amend. XIV; Ill. Const. art. I, Sec. 2; Ill. Const. art. VI,
Sec. 6.] PM-USA enjoys a right of appeal in connection with the
judgment entered in this case, and the federal constitution
prevents that right, once created, from being burdened to the
extent that it becomes no more than a "meaningless ritual." See
Texaco Inc. v. Pennzoil Co. 784 F.2d at 1154.

      >> Ilinois, "[s]ections 5 and 7 of article VI of the
constitution of 1870 and section 6 of article VI of the
constitution of 1970 confer upon an aggrieved litigant a
constitutional right to an appeal from all final judgments of
the trial court." Hamilton Corp. v. Alexander, 53 Ill. 2d 175,
177, 290 N.E.2d 589, 590 (1972) (emphasis added) (citing Braden
& Cohn, The Illinois Constitution, an Annotated and Comparative
Analysis, at 346). Therefore, under Illinois law, PM-USA
possesses a substantive right to appellate review of the
judgment in this case -- a right that, as discussed below, may
not be unduly burdened.

      >> Once a right to appeal has been created, the United
States Constitution limits the ways in which that right may be
abridged. In short, the due process clause "impose[s]
constitutional constraints on States when they choose to create
appellate review." Smith v. Robbins, 528 U.S. 259, 270 (2000).
Having created a right to appeal, Illinois must "act in accord
with the dictates of the Constitution -- and in particular, in
accord with the Due Process Clause" -- so as to ensure that an
appeal is not reduced to the status of a "meaningless ritual."
Evitts v. Lucey, 469 U.S. 387, 393-94, 401 (1985). Although a
state-created right of appeal may, of course, be regulated by
various procedural requirements, those "[p]rocedural limitations
may not . . . irrationally or arbitrarily impede access to the
courts." Carlson, Mandatory Supersedeas Bond Requirements -- A
Denial of Due Process Rights?, 39 Baylor L. Rev. 29, 31 (1987).

      >> As recognized by the Second Circuit, the application of
a bankrupting security requirement effectively "render[s] [the]
right to appeal . . . an exercise in futility" and a
"meaningless ritual . . . robbed of any effectiveness." Texaco,
784 F.2d at 1154; see also Lindsey v. Normet, 405 U.S. 56, 65
(1972) (otherwise valid security requirements might prove
unconstitutional as "applied . . . in specific situations").
Here, because the threatened "injury pending appeal" is
"bankruptcy or liquidation, a reversal [on appeal] will not undo
the injury, which cannot be measured in damages and would in no
event be recoverable." Texaco, 784 F.2d at 1153. "It is self-
evident that an appeal would be futile if, by the time the
appellate court considered [the] case, the appeal had by
application of a bonding law been robbed of any effectiveness."
Id. at 1154.

      >> Further, additional and entirely independent due process
principles are implicated insofar as the judgment at issue
includes a punitive damages component. As a result of
plaintiffs' punitive award, PM-USA enjoys an independent right
to appellate review arising under federal law. Because punitive
damages "pose an acute danger of arbitrary deprivations of
property," the United States Supreme Court has held that due
process demands meaningful "judicial review" of punitive awards
prior to a deprivation of property. Honda Motor Co., Ltd. v.
Oberg, 512 U.S. 415, 432 (1992). Just as it would unduly burden
PM-USA's rights under state law, a refusal to stay enforcement
would also place an undue burden on PM-USA's constitutional
right to judicial review of the punitive damages award. See
Armstrong v. Manzo 380 U.S. 545, 552 (1965) (due process
requires that an opportunity to be heard be satisfied by a
hearing conducted "at a meaningful time and in a meaningful
manner"). Given that the punitive damages award here presents a
risk of bankruptcy, that award is inherently suspect under
Illinois law and clearly warrants meaningful review. See
Hazelwood v. Illinois Central Gulf Railroad, 114 Ill. App. 3d at
713, 450 N.E.2d at 1207 (punitive damages "award which bankrupts
the defendant is excessive").


Illinois Rule And Case Law Allowing Discretionary
Bond Reductions:

      >> Rule 305(b) reflects the fact that Illinois "[c]ourts
have inherent power to grant a stay pending appeal, and whether
to do so is a discretionary act." Stacke v. Bates, 138 Ill. 2d
295, 302, 562 N.E.2d 192, 195 (1990) (affirming a discretionary
stay of enforcement concerning an obligation to pay money). Such
a stay, "suspends enforcement of the judgment, and is intended
to preserve the status quo pending the appeal and to preserve
the fruits of a meritorious appeal where they might otherwise be
lost." Id. Thus, Rule 305(b) provides this Court with the
discretion to issue a stay of enforcement based upon the giving
of an appeal bond in an amount that differs from that required
to obtain an automatic stay under Rule 305(a).

      >> In Stacke, the Supreme Court concluded that a court has
"a wide degree of latitude when exercising its discretion" under
Rule 305(b). Stacke, 138 Ill. 2d at 305, 562 N.E.2d at 196. The
court recognized that "[t]here are numerous different factors
which may be relevant when the court makes its determination
and, by necessity, these factors will vary depending on the
facts of the case." Id.

      >> This case presents the same three factors (and more)
that were expressly held to justify the stay of enforcement at
issue in Stacke: (1) "a stay is necessary to secure the fruits
of the appeal in the event [PM-USA] is successful" (Stacke, 138
Ill. 2d at 305, 562 N.E.2d at 196); (2) there is very little
"likelihood that the [plaintiffs] will suffer hardship" as a
result of the stay (id., 138 Ill. 2d at 307, 562 N.E.2d at 197),
and; (3) PM-USA presents a "substantial case" on the merits of
its appeal (id., 138 Ill. 2d at 309, 562 N.E.2d at 198).

      >> In discussing the showing necessary to demonstrate an
adequate likelihood of success, the court in Stacke explained
that a defendant is "not required to show a probability of
success on the merits." Stacke, 138 Ill. 2d at 309, 562 N.E.2d
at 198(emphasis added); see also id., 138 Ill. 2d at 304, 562
N.E.2d at 196 (concluding that a showing of "probable cause for
reversing the judgment . . . is too restrictive a standard").
Rather, to warrant an exercise of discretion under Rule 305(b),
a defendant need only "present a substantial case." Stacke, 138
Ill. 2d at 309, 562 N.E.2d at 198. As the Fifth Circuit noted in
Ruiz v. Estelle, 650 F.2d 555 (5th Cir. 1981), a decision cited
favorably in Stacke (138 Ill. 2d at 309, 562 N.E.2d at 198),
this requirement can be satisfied "even though [the court's] own
approach may be contrary to movant's view of the merits." Ruiz,
650 F.2d at 565. The likelihood-of-success element is amply
satisfied here.

      >> The judgment in this case is difficult -- if not
impossible -- to reconcile with the decision of the Supreme
Court of Illinois in Oliveira v. Amoco Oil Co., 201 Ill. 2d 134,
776 N.E.2d 151 (Ill. 2002). In Oliviera -- a decision that was
rendered subsequent to this Court's order of class certification
-- the Supreme Court held that actual deception and causation
(i.e., proximate cause) are elements of a private action under
the ICFA. Oliveira, 201 Ill. 2d at 139-40, 776 N.E.2d at 155
(holding that "section 10a(a) [of the ICFA] imposes an
obligation upon a private individual seeking actual damages
under the Act to "demonstrate that the fraud complained of
proximately caused' those damages in order to recover for his
injury") (quoting Zekman v. Direct American Marketers, Inc., 182
Ill. 2d 359, 373, 695 N.E.2d 853 (1998)). Yet the trial of this
matter did not purport to resolve the issues of deception and
causation on behalf of more than a few individuals before PM-USA
was found liable to all members of the class. And even as to
those few individuals, there were critical failures of proof. As
evidenced by PM-USA's motion for judgment as a matter of law,
PM-USA presents a "substantial case" that the manner in which
plaintiffs established liability to the class was improper under
Illinois law.


PHILIP MORRIS: Plaintiffs Defend $12 Billion Bonding Requirement
----------------------------------------------------------------
"The $12 billion appeal bond Philip Morris is required to post
as a result of a landmark consumer fraud judgment against the
firm is fair and reasonable and should not be lowered," said
Stephen Tillery, lead plaintiffs' attorney, in Miles v. Philip
Morris, in response to Philip Morris' attempts to reduce the
bond to a maximum of $1.5 billion.

"The appeal bond in the Miles case is fair and reasonable. Every
other company that loses a suit at trial in Illinois has to post
such a bond to ensure that the plaintiffs eventually receive
compensation, and there is no reason to grant Philip Morris
special treatment in this case. Furthermore, despite Philip
Morris' financial scare tactics, the court took into account the
company's ability to pay, based on confidential financial
documents Philip Morris filed with the court, when determining
the amount of the judgment," Tillery said.

On March 21, an Illinois Circuit Court issued a landmark $10.1
billion verdict against Philip Morris for defrauding millions of
consumers by claiming their "light" cigarettes were less harmful
than regular cigarettes when in fact they are more dangerous.
Under Illinois law, Philip Morris must post an appeal bond of
$12 billion within 30 days of the judgment.

"With regard to the size of the appeal bond, it's important to
remember that $7 billion of the award against Philip Morris was
for compensatory damages related to the fact that the company
made billions of dollars from defrauding customers over three
decades. The size of the award, and the size of the appeal bond,
are directly related to the size of the fraud Philip Morris
perpetrated on consumers," Tillery said.

"The reason Illinois for decades has required appeal bonds is to
ensure that defendants can pay when their appeals are exhausted.
If the judgment in the Miles consumer fraud suit is appealed, we
are confident that we will prevail. We need to guarantee that
Philip Morris will have the wherewithal to pay the plaintiffs
when we win, and the only way to do that is through a bond,"
Tillery said.

Tillery added that based on confidential financial documents
filed with the court -- which Philip Morris refuses to make
public -- and independent analysis of its public financial
statements -- the judge clearly believed that parent company
Altria can pay the $12 billion bond and make its payments to
states under the Master Settlement Agreement (MSA). He called
Philip Morris's threats to suspend payments to states and
possibly file for bankruptcy "financial scare tactics designed
to win special judicial treatment or special interest
legislation for the firm."

"Furthermore, independent analysis of Altria Group, Inc.'s
public financial statements by Charles Linke, University of
Illinois Professor Emeritus, former Associate Dean for Executive
Education, and former Chairperson of the Department of Finance,
determined that Altria has the financial capacity to post a $12
billion tobacco bond in April 2003 and to pay its share of the
MSA.

"It is sufficient to note that $14.6B of Altria's $15.0B lines
of credit was not drawn on December 31, 2002. Altria should
experience little difficulty in obtaining use of some portion of
its existing credit lines and/or obtaining new and expanded
credit facilities if it were to commit to lenders that it would
devote 50% to 100% of the cash flow that it has been spending on
share repurchases and dividends ($11.5 billion in 2002) to the
payment of bonding premiums and/or repayment of bonding loans,"
Professor Linke said.

"If Altria were to suspend shareholder dividends and common
stock repurchases for a year or two, it could repay any loans
made for this bond. I think it's important that analysts look at
Altria as the ultimate source of bonding capacity rather than
just Philip Morris, " Professor Linke added.


POLAROID CORP: Files Second Amended Plan & Disclosure Statement
---------------------------------------------------------------
On March 21, 2003, the Polaroid Corp. Debtors and the Official
Committee of Unsecured Creditors delivered to the Court their
Second Amended Joint Plan of Reorganization and Disclosure
Statement.  The Amended Plan incorporates the Letter Agreement
dated March 21, 2003 by and between the Debtors, the Official
Committee of Unsecured Creditors and D.E. Shaw Laminar
Portfolios, LLC.

The Letter Agreement provides that Laminar will be the Funding
Source for the Allowed General Unsecured Claims and the Allowed
Convenience Class Claims -- Classes 3 and 4 under the Plan.  The
salient terms of the Letter Agreement are:

A. Purchase Price:  $110 per Unit, with the Purchase Price to
    be subject to adjustment based on Stock splits,
    consolidations or similar adjustments

B. Maximum Funding Commitment:  $34,353,000

C. Terms of Purchase:  Cash

D. Condition to Purchase of Claim:  Final allowance

E. Exclusivity: Laminar would be the exclusive Funding Source

F. Order Approving Disclosure Statement:  Not later than
     April 18, 2003

G. Plan Confirmation Date:  Not later than June 30, 2003

H. Plan Effective Date:  Not later than July 31, 2003

I. 2004 Motion:  The Debtors and the Creditors' Committee would
     be required to move, on or before March 28, 2003, for an
     order pursuant to Rule 2004 of the Federal Rules of
     Bankruptcy Procedure and diligently pursue the motion,
     seeking the release of information to assist Laminar in
     conducting due diligence with respect to the Stock.

J. Other Conditions:  Transfer instruments and forms of order
     reasonably satisfactory to Laminar and other usual and
     customary terms and conditions to the negotiated.  No
     issuance by New Polaroid of any additional equity or
     equity-linked securities, from March 21, 2003 to the Plan
     Effective Date, which would dilute the Stock currently held
     by Primary PDC, Inc.  Upon any material Plan Change not
     reasonably acceptable to Laminar, Laminar will have the
     right to terminate its obligations to fund the Lump Sum
     Election and the Convenience Class Fund, without liability
     to the Debtors or the Creditors' Committee, and upon the
     election to terminate its obligations, Laminar will not have
     any recourse to the Debtors or the Creditors' Committee;
     provided, however, that the foregoing will not be construed
     to affect any claim or right of Laminar as a creditor of the
     Debtors, including, without limitation, its right to object
     to confirmation of any modified Plan on any available
     ground.

     In the event the Disclosure Statement is not approved by
     April 18, 2003, Laminar would remain willing to serve as the
     Funding Source on these terms:

     (a) There would be a due diligence contingency exercisable
         by Laminar not later than five business days after its
         receipt of the requisite due diligence materials;

     (b) The Debtors and the Committee agree that they will seek
         Court approval of the payment of Laminar's reasonable,
         documented, out-of-pocket expenses, not to exceed
         $250,000, in the event that another party is selected to
         serve as the Funding Source or to be a buyer of the
         Stock from the Debtors' estates; and

     (c) The price per Unit would increase to $115.

Gregg M. Galardi, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, in Wilmington, Delaware, relates that the Disclosure
Statement hearing will be held at 3:00 p.m. prevailing Eastern
Time on April 15, 2003.  Any objections to the Disclosure
Statement must be filed on or before April 8, 2003. (Polaroid
Bankruptcy News, Issue No. 35; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


PRUDENTIAL STRUCTURED: S&P Keeps Watch on 4 Low-B-Rated Classes
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on the
class A-1L, A-1, A-2L, B-1L, B-1, B-2L, and B-2 notes issued by
Prudential Structured Finance CBO I Ltd., an arbitrage CDO of
ABS transaction, and removed them from CreditWatch where they
was placed March 12, 2003.

The lowered ratings reflect factors that have negatively
affected the credit enhancement available to support the rated
notes since the transaction was originated in October 2000.
These factors include a negative migration in the overall credit
quality of the assets within the collateral pool and a decline
in the weighted average coupon and weighted average margin
generated by the assets in the pool.

According to the most recent trustee report (March 4, 2003), the
Standard & Poor's rating percentage for assets in the rating
category of 'BB-' and above was 84.62%, failing its minimum of
90%, compared to an effective date percentage of 100%.
Furthermore, Standard & Poor's noted that based on the most
recent trustee report, the transaction currently holds $28.4
million in assets rated 'CC' by Standard and Poor's.

As part of its analysis, Standard & Poor's reviewed the results
of the current cash flow runs generated for Prudential
Structured Finance CBO I Ltd., to determine the level of future
defaults the rated tranches can withstand under various stressed
default timing and interest rate scenarios, while still paying
all of the interest and principal due on the notes. When the
results of these cash flow runs were compared with the projected
default performance of the performing assets in the collateral
pool, it was determined that the ratings assigned to the rated
notes were no longer consistent with the amount of credit
enhancement available, resulting in the lowered ratings.
Standard & Poor's will remain in contact with Prudential
Investment Management, the collateral manager for the
transaction.

           RATINGS LOWERED AND REMOVED FROM CREDITWATCH

             Prudential Structured Finance CBO I Ltd.

                       Rating                     Balance
           Class    To         From               (mil. $)
           A-1L     A+         AAA/Watch Neg        175.0
           A-1      A+         AAA/Watch Neg         70.0
           A-2L     BBB-       A-/Watch Neg          20.0
           B-1L     BB-        BBB-/Watch Neg         8.0
           B-1      BB-        BBB-/Watch Neg         4.2
           B-2L     B-         BB-/Watch Neg          5.0
           B-2      B-         BB-/Watch Neg          2.5


SPEIZMAN: SouthTrust Agrees to Forbear Until Year-End -- Again
--------------------------------------------------------------
Speizman Industries, Inc., (Nasdaq: SPZN) said that, effective
March 31, 2003, it has entered into a Sixth Amendment and
Forbearance Agreement relating to its credit facility with
SouthTrust Bank, extending the maturity date until December 31,
2003. The credit facility as amended provides a revolving credit
facility up to $10.0 million and an additional line of credit
for issuance of documentary letters of credit up to $7.5
million. The availability under the combined facility is limited
to a borrowing base as defined by the bank. The Company, as of
March 31, 2003, had borrowings with SouthTrust Bank of $4.8
million under the revolving credit facility and had unused
availability of $2.5 million.

Paul R.M. Demmink, Vice President and Chief Financial Officer,
of Speizman Industries said, "Once again we appreciate the
confidence that SouthTrust has shown in us as we continue our
turnaround. This extension allows us time to continue
negotiations with a new lender for a long-term facility that
will better reflect our financing needs over the next several
years."

Speizman Industries is a leader in the sale and distribution of
specialized industrial machinery, parts and equipment. The
Company acts as exclusive distributor in the United States,
Canada, and Mexico for leading Italian manufacturers of textile
equipment and is a leading distributor in the United States of
industrial laundry equipment representing several United States
manufacturers.

For additional information on Speizman Industries, please visit
the Company's Web site at http://www.speizman.com


SPIEGEL: Wants to Continue Alvarez's Engagement as Consultant
-------------------------------------------------------------
The Spiegel Group and its debtor-affiliates seek the Court's
authority to continue to employ Alvarez and Marsal, Inc.
pursuant to Sections 363 and 105 of the Bankruptcy Code as their
restructuring consultants in the Debtors' Chapter 11 cases.

During the months preceding the commencement of these Chapter 11
cases, James L. Garrity, Jr., Esq., at Shearman & Sterling, in
New York, recounts that the Debtors experienced financial and
operational difficulties that resulted in the occurrence of
defaults under certain of the Debtors' credit and other
arrangements.  In an effort to address and remedy those
problems, Mr. Garrity says, the Debtors sought the assistance of
a "restructuring consultant".  After interviewing several well-
qualified firms, the Debtors selected A&M.

On February 27, 2003, Spiegel and A&M entered into an employment
letter.  Pursuant to that letter, A&M agreed to provide certain
temporary employees to assist the Debtors in their restructuring
process.

Beginning in late February through the Petition Date, William
Kosturos, along with additional A&M staff and members of the
Debtors' senior management, have devoted substantial amounts of
time and effort to, among other things, meet and negotiate with
the Debtors' prepetition lenders, prepare for and attend
meetings of Spiegel's Board of Directors, coordinate the
Debtors' efforts to prepare for a possible chapter 11 filing in
the event that the Debtors were unable to accomplish an out-of-
court restructuring or refinancing, including, without
limitation, analyzing the Debtors' cash flow requirements in a
chapter 11 proceeding and negotiating a post-petition financing
facility for the Debtors.

Mr. Garrity tells Judge Blackshear that A&M has extensive
experience in providing restructuring consulting services in
reorganization proceedings and has an excellent reputation for
the services it has rendered in chapter 11 cases on behalf of
debtors and creditors throughout the United States.

Furthermore, Mr. Garrity says, the compensation arrangement
provided for in the A&M Engagement Letter is consistent with and
typical of arrangements entered into by A&M and other
restructuring consulting firms with respect to rendering similar
services for clients like the Debtors.

The Debtors believe that A&M is well qualified and able to
represent them in a cost-effective, efficient, and timely
manner.

According to Mr. Garrity, A&M is a turnaround management
consulting firm founded in 1983 to provide specialized debtor
management and advisory services to troubled companies.  A&M has
since grown to become a global provider of management and
advisory services to companies in crisis or those in need of
performance improvement in specific financial and operational
areas.  A&M's core services include Turnaround Management
Consulting, Interim and Crisis Management, Creditor Advisory,
and Performance Improvement.  A&M has provided interim
management services in a number of large and mid-size bankruptcy
restructurings including Warnaco, Inc., Phar-Mor, Inc., Coleco
Industries, Inc. and Resorts International, Inc.

William C. Kosturos is a managing director of A&M.  He has
worked as a turnaround consultant and interim manager for over
12 years. Mr. Kosturos has substantial knowledge and experience
serving as either a senior officer or as a restructuring advisor
in large companies and in assisting troubled companies with
stabilizing their financial condition, analyzing their
operations and developing an appropriate business plan to
accomplish the necessary restructuring of their operations and
finances. Specifically, among the companies that Mr. Kosturos
has advised include Tri-Valley Growers, Hexcel Corporation, PG&E
Corporation, Webvan Group, Inc., Sunshine Biscuits, Inc. and
Covad Communications Group, Inc.  Mr. Kosturos has served in a
senior management position and as a turnaround consultant for a
number of companies in a variety of industries, including
retailing, consumer products, food processing, technology and
utilities.

Moreover, Mr. Garrity notes that A&M has become thoroughly
familiar with the Debtors' operations.  Through the services
that A&M has provided to the Debtors to date, A&M is highly
qualified to serve the Debtors in these cases.

                     Services To Be Provided

Under the A&M Engagement Letter, A&M staff has assumed certain
management positions of the Debtors' businesses.  Mr. Kosturos
currently serves as the Interim Chief Executive Officer and
Chief Restructuring Officer of Spiegel, reporting to the Board
of Directors and directing the Debtors' operations and
reorganization with an objective of completing a restructuring
of the Debtors.

Mr. Kosturos is responsible for managing the Debtors' daily
operations and restructuring efforts, including negotiating with
parties-in-interest, and coordinating the "working group" of
professionals who are or will be assisting the Debtors in the
restructuring process or who are working for the Debtors'
stakeholders.

As members of the Debtors' senior management, Mr. Kosturos and
any additional personnel as mutually agreed upon by Spiegel and
A&M will provide the senior management services that A&M and the
Debtors deem appropriate and feasible to assist the Debtors
during these chapter 11 cases.  Certain of the Additional
Personnel will be designated by Spiegel as executive officers.
The Debtors believe that Mr. Kosturos and the Additional
Personnel will not duplicate the services that are being
provided to the Debtors in these cases by any other
professional.

The duties of Mr. Kosturos and the Additional Personnel will
include, but are not limited to:

     a. Mr. Kosturos, together with any Additional Personnel,
        will perform a financial review of the Debtors, including
        but not limited to a review and assessment of financial
        information that has been, and that will be, provided by
        the Debtors to their creditors, including without
        limitation their short and long-term projected cash
        flows;

     b. Mr. Kosturos and any Additional Personnel will assist in
        the identification of cost reduction and operations
        improvement opportunities;

     c. Mr. Kosturos and any Additional Personnel will develop
        for the Board of Directors' review possible restructuring
        plans or strategic alternatives for maximizing the
        enterprise value of the Debtors' various business lines;

     d. Mr. Kosturos will serve as the principal contact with the
        Debtors' creditors with respect to the Debtors' financial
        and operational matters; and

     e. Mr. Kosturos and any additional personnel will perform
        other services as requested or directed by the Board of
        Directors and agreed to by such persons.

                    Terms of Retention

The employment of A&M may be terminated by either party in
accordance with the A&M Engagement Letter.

In consideration of Mr. Kosturos serving as Interim Chief
Executive Officer and Chief Restructuring Officer, the Debtors
have agreed to compensate A&M at the rate of $100,000 per month
plus reimbursement of Mr. Kosturos' out-of-pocket expenses.  If
the Debtors retain a permanent Chief Executive Officer, and Mr.
Kosturos continues to serve as the Debtors' Chief Restructuring
Officer, A&M will be compensated at a rate of $500 per hour,
capped at $100,000 per month, plus reimbursement of expenses,
for services rendered by Mr. Kosturos as Chief Restructuring
Officer.

The Debtors propose to employ these A&M staff members as
Additional Officers at the hourly rates indicated:

     Peter Briggs      Assistant Restructuring Officer   $550
     William Roberti   Assistant Restructuring Officer    550
     Daniel Ehrmann    Assistant Restructuring Officer    450
     Doug Lambert      Assistant Restructuring Officer    400
     Scott Brubaker    Assistant Restructuring Officer    400
     Nate Arnett       Assistant Restructuring Officer    300
     Vince Hsieh       Assistant Restructuring Officer    300

The Debtors have agreed to compensate A&M monthly for the
services rendered by the Additional Officers.

Furthermore, if the Debtors and A&M agree to employ other
Additional Personnel, they will compensate A&M monthly for the
services rendered for the hours charged at these hourly rates:

            Managing Director      $475 - 575
            Director                350 - 450
            Associates              275 - 350
            Analyst                 175 - 225

These hourly billing rates and those of the Additional Officers
periodically may be increased in the normal course of business
of A&M.

The Debtors have also agreed to pay A&M "incentive compensation"
for the services rendered and to be rendered under the A&M
Engagement Letter.  The Debtors and A&M have agreed that they
will use their best efforts to agree on the amount of the
incentive compensation and that their agreement is subject to
the approval of the Bankruptcy Court on notice to interested
parties.

A&M would expect that the amount of incentive compensation will
be consistent with amounts awarded to A&M in cases of similar
size and complexity.  To that end, A&M expects that the
incentive compensation award will range between $2,000,000 and
$5,000,000, depending on A&M's success in adding value to the
estate.  A&M understands that approval of the incentive
compensation will not be sought until the conclusion of these
cases.

In addition, and notwithstanding anything to the contrary in the
A&M Engagement Letter, the Debtors will indemnify only the Chief
Restructuring Officer and all Additional Officers, as persons
serving as executive officers of the Debtors.  The
indemnification will be on the most favorable terms as provided
to the Debtors' other officers and directors.  A&M consents to
that indemnification.

The Debtors paid a $400,000 retainer to A&M on February 27, 2003
for payment of prepetition fees and expenses under the A&M
Engagement Letter.  In addition, the Debtors paid approximately
$442,000 to A&M in the period prior to the Petition Date for
prepetition fees and expenses.  As of the Petition Date, A&M
will hold a $400,000 retainer.  The retainer will be applied
against the final fees and expenses specific to the engagement
as finally allowed by this Court.

A&M will seek compensation and reimbursement of expenses, with
the payment of the fees and expenses to be approved in
accordance with the Bankruptcy Code, the Federal Rules of
Bankruptcy Procedure, the Local Bankruptcy Rules and any orders
of this Court.

Because A&M is not being employed as a professional under
Section 327 of the Bankruptcy Code, it will not be submitting
quarterly fee applications pursuant to Sections 330 and 331 of
the Bankruptcy Code.  However, A&M will submit quarterly reports
of compensation paid.  Parties-in-interest will have the right
to object to fees paid when quarterly reports of compensation
are filed with this Court.  The first quarterly report will be
due on July 31, 2003 and will cover the period to and including
June 30, 2003.  This procedure will continue at three-month
intervals thereafter.

                       A&M Is Disinterested

William C. Kosturos, Managing Director of the firm Alvarez &
Marsal, Inc., relates that A&M has performed a conflicts check
based on a list the Debtors have provided to A&M of parties-in-
interest in these cases, which includes the Debtors' officers
and directors, significant shareholders, significant unsecured
creditors, prepetition lenders and professionals and
professionals of the prepetition lenders and postpetition
lenders and a review of engagements in which A&M has been
involved since 1999.  Based on that check, Mr. Kosturos assures
Judge Blackshear that except as disclosed, none of A&M or its
employees have:

     (a) any connection, relationship, or affiliation with
         secured creditors, postpetition lenders, significant
         unsecured lenders, equity holders, current or former
         officers and directors, prospective buyers, or
         investors;

     (b) been directly retained by any of such creditors or
         parties-in-interest;

     (c) had any prepetition role as officer, director, employee
         or consultant prior to February 24, 2003 when A&M
         commenced work as restructuring advisors; or

     (d) any prepetition involvement in voting to engage A&M in
         the Debtors' cases or any prepetition role carrying the
         authority to decide unilaterally to engage A&M.

But given the magnitude of these cases, Mr. Kosturos says, it is
conceivable that A&M and its employees may have rendered
services to, and may continue to render services to, or have
other connections with, certain of the Debtors' creditors or
other parties-in-interest or interests adverse to the creditors
or parties-in-interest in matters wholly unrelated to these
cases. More specifically, A&M and/or its principals and
employees may have had and may continue to have:

     (i) unrelated business associations with certain of the
         Debtors' creditors or other parties-in-interest,

    (ii) unrelated business associations with entities having
         interests adverse to the creditors or parties-in-
         interest, including providing similar services to
         companies whose creditors are also creditors of the
         Debtors, and

   (iii) investments in certain of the Debtors' creditors or
         interest holders that are public companies or investment
         funds and in companies whose creditors are also
         creditors of the Debtors.

However, in each case, Mr. Kosturos emphasizes that the
association or investment, as the case may be, is completely
unrelated to these cases.

Mr. Kosturos further advises the Court that Carter Evans, a
Managing Director of A&M, is married to an officer of J.P.
Morgan Chase Bank, which is the agent on one or more of the
Debtors' prepetition credit facilities.  While Mr. Evans has no
direct involvement in this engagement and will not have access
to any confidential information relating to the Debtors, his
wife has been involved in this matter for JPM and may continue
to be so involved.

"It should be understood that A&M's present and former clients
and such clients' affiliates, officers, directors, principal
shareholders and their respective affiliates may have had
relationships with the foregoing entities of which A&M was not
informed or may have developed relationships of which A&M is
unaware subsequent to the performance of A&M's services," Mr.
Kosturos says.

Despite the efforts to identify and disclose A&M's connections
with parties-in-interest in these cases, because the Debtors
constitute a large enterprise with numerous unidentified
creditors and other relationships, Mr. Kosturos clarifies that
A&M is unable to state with certainty that every client
representation or other connection has been disclosed.  "In this
regard, if A&M discovers additional information that requires
disclosure, A&M will file a supplemental disclosure with the
Court as promptly as possible," Mr. Kosturos tells Judge
Blackshear.

                  Request for Entry of Interim Order
                   and Scheduling of Final Hearing

The Debtors ask the Court to schedule a final hearing with
respect to this request.  The Debtors propose to provide notice
of any objection to this request to:

     -- the Office of the United States Trustee for the Southern
        District of New York, 33 Whitehall Street, 21st Floor,
        New York, New York 10004, Attn.: Carolyn Schwartz, Esq.,

     -- Shearman & Sterling, 599 Lexington Avenue, New York, New
        York 10022, Attn.: James L. Garrity, Jr. Esq. and Marc B.
        Hankin, Esq.,

     -- the attorneys for any committee appointed in these cases,

     -- the attorneys for the agents for the Debtors' proposed
        postpetition secured lenders, and

     -- anyone else who has appeared in this case.

Pending the Final Hearing, the Debtors ask the Court to enter an
Interim Order authorizing the Debtors to employ A&M on an
interim basis during the period from the Petition Date to the
Final Hearing, and to compensate and provide indemnification to
the Chief Restructuring Officer and the Additional Officers
during the Interim Period. (Spiegel Bankruptcy News, Issue No.
3; Bankruptcy Creditors' Service, Inc., 609/392-0900)


TIMMINCO LTD: Closes $6.6-Million Private Placement Transaction
---------------------------------------------------------------
Timminco Limited closed its previously announced private
placement of Common Shares. Timminco issued 6 million Common
Shares from treasury for a cash price of $1.10 per Common Share
to Becancour, LP, an affiliate of Safeguard International Fund,
L.P. Proceeds of the offering, $6.6 million, will be used to
pay expenses relating to the transaction, make accelerated
payments against outstanding liabilities that were triggered by
the private placement, reduce debt and for general corporate
purposes.

Becancour also agreed to make an offer on a pro-rata basis to
all of Timminco's shareholders to purchase up to 4 million
additional Common Shares at a price of $1.10 per Common Share
(the "Offer"). Timminco and Becancour expect the Offer to be
mailed to shareholders within 30 days.

In addition to the completion of the private placement, Timminco
entered into an amended and restated credit agreement with The
Bank of Nova Scotia. Pursuant to the Credit Agreement, the
Bank will provide revolving credit lines of Canadian $5.0
million and US $5.0 million and non-revolving lines aggregating
US $13.5 million. Canadian $1.5 million of outstanding
borrowings on the non-revolving line has been reduced utilizing
proceeds from the Becancour private placement. The revolving
credit lines are due upon demand and the non-revolving lines,
with quarterly principal payments of $0.8 million, mature on
March 31, 2005. The Credit Agreement is subject to certain
covenants, conditions and reporting requirements.

In connection with the subscription by Becancour for Common
Shares of Timminco, Becancour and Timmins Investments Limited
entered into separate agreements pursuant to which (i) Becancour
obtained voting control over all of the Common Shares of
Timminco owned by TIL (resulting in Becancour controlling the
votes of approximately 56.3% of Timminco's Common Shares), and
(ii) TIL agreed to tender all of its Common Shares of Timminco
to the Offer, which will be pro-rated to the extent that other
shareholders deposit their Common Shares to the Offer. Becancour
completed the foregoing transactions in order to obtain voting
control of Timminco.

In connection with the investment by Becancour, four new members
have been appointed to the Board of Directors of Timminco: Dr.
Heinz Schimmelbusch, Mr. Arthur Spector, Mr. Vahan Kololian and
Mr. Jack L. Messman. Dr. Schimmelbusch and Mr. Spector are
managing directors of Safeguard. These appointments followed the
resignations of Mr. George H. Blumenauer, Mr. Alexander I.
Hainey, Mr. David H. Hill and Mr. William A. Macdonald, Q.C. In
addition, Mr. John W. Crow, Acting Chief Executive Officer of
Timminco, has resigned as an officer of Timminco. Following Mr.
Crow's resignation, Dr. Schimmelbusch was appointed Chief
Executive Officer.

Upon completion of the transaction, the employment contract with
Mr. Anthony S. Meketa, Timminco's President and Chief Operating
Officer, terminated. Mr. Tim R. Pretzer has been appointed
Timminco's President and Chief Operating Officer.

Becancour is an affiliate of Safeguard, which is a cross-
Atlantic private equity fund primarily engaged in leveraged
acquisitions as well as a wide range of other private equity
investments, including growth equity financings,
recapitalizations, and acquisition-oriented financing
transactions. Based in suburban Philadelphia, Pennsylvania with
European operations centered in Frankfurt, Germany, Safeguard
manages US $370 million of equity capital. Safeguard specializes
in investing in technology-oriented industrial businesses in
Europe and North America. Becancour's registered office is
located at 9 East Loockerman Street, City of Dover, County of
Kent, Delaware, U.S.A. 19901. Please contact Jhan Gaster at 610-
975-4996 to obtain a copy of the applicable early warning filing
which Becancour is required to file in Canada pursuant to
applicable securities legislation.

TIL is a Toronto-based holding company which owns 11,233,311
Common Shares of Timminco (approximately 46% prior to the
subscription by Becancour and 36.7% after the subscription).

Timminco is the world leader in manufacturing and supplying
engineered magnesium extrusions and an international leader in
the production and marketing of specialty magnesium, calcium and
strontium metals and alloys.


TEXAS IND.: Poor Financial Performance Prompts BB- Credit Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on structural steel producer Texas Industries Inc. to
'BB-' from 'BB+' as difficult conditions in the steel industry
are hampering the company's financial performance and liquidity.
The current outlook is negative. Texas Industries, based in
Dallas, has about $600 million in total debt.

"A number of factors continue to negatively affect the company's
profitability, including low structural steel selling prices
resulting from the oversupply caused by soft demand and excess
capacity," said Standard & Poor's credit analyst Paul Vastola.
Significant increases in steel scrap and natural gas costs are
putting additional pressures on profitability. High natural gas
costs are also affecting the company's margins in the cement,
aggregates and concrete segment. "Moreover," added Mr. Vastola,
"it is likely that these difficult conditions in the structural
steel segment will persist for the intermediate term and
preclude any meaningful improvement in the company's financial
results."

Standard & Poor's said that its ratings on Texas Industries Inc.
reflect its fair business position in the steel and cement,
aggregates and concrete industries, which are highly cyclical
and intensely competitive. The ratings also reflect TXI's
weakened credit measures.


TRENWICK: Fitch Drops Long-Term & Senior Debt Rating to D
---------------------------------------------------------
Fitch Ratings lowered its long-term and senior debt rating on
Trenwick America Corp. to 'D' from 'C'. In addition, Fitch has
lowered its long-term ratings on Trenwick Group, Ltd. and
LaSalle Re Holdings, Ltd, to 'D' from 'C'. Fitch's 'C' ratings
on Trenwick's LaSalle Re Holdings, Ltd. subsidiary and Trenwick
Capital Trust I's capital securities are unchanged.

Fitch's rating action follows yesterday's announcement by TAC
that it has defaulted on interest and principal payments on $75
million of senior unsecured debt. Fitch's 'D' rating indicates
that Fitch believes that TAC's senior note holders' recovery
value is unlikely to exceed 50 percent.

In November 2002, in accordance with instrument covenants, TCI
elected to defer distributions on its outstanding capital
securities. The deferral was made in accordance with instrument
covenants and the deferral period may extend for five years.
Within this deferral period, Fitch does not consider non-payment
an event of default. At the same time, LaSalle Re elected to
suspend dividends on its preferred stock. Fitch does not
consider non-payment of preferred dividends a default. As a
result, Fitch's ratings on TCT's capital securities and LaSalle
Re's preferred stock remain 'C'.

If Trenwick or any of its subsidiaries file for bankruptcy,
receivership or similar reorganization, Fitch will lower its
ratings on TCI's capital securities and LaSalle Re's preferred
stock to 'D'.

Note: These ratings were initiated by Fitch as a service to
users of Fitch ratings. The ratings are based primarily on
publicly available information.

                         Rating Action

       Trenwick Group, Ltd.

            -- Long-term Downgrade 'D'.

Trenwick America Corp.

      -- Long-term Downgrade 'D';
      -- Senior debt Downgrade 'D'.

       LaSalle Re Holdings, Ltd.

            -- Long-term Downgrade 'D';
            -- Preferred stock No action 'C'.

       Trenwick Capital Trust I

            -- Preferred capital sec No action 'C'.


UNITED AIRLINES: Dynegy Wants Assurance & Demands Admin. Payment
----------------------------------------------------------------
Dynegy Energy Services asks Judge Wedoff to compel United
Airlines Inc. and its debtor-affiliates to make immediate
payments for past due amounts and require a deposit for adequate
assurance of future payment.

Christopher Artzer, Esq., at Akin, Gump, Strauss, Hauer & Feld,
in Houston, Texas, relates that DES continued to provide utility
services to the Debtors postpetition, as per the Utility
Adequate Assurance Order.  However, the Debtors have not been
paying their postpetition utility bills.  As of March 11, 2003,
the Debtors owe DES:

     * $1,279,047 payables less than 30 days past due;

     * $926,389 in payables over 30 days but less than 60 days
       due; and

     * $5,110 in payables over 60 days due.

The Debtors also owe $10,861 in late fees and accrued interest.

DES acknowledges the Debtors' large DIP Financing Facility, but
so far it has been insufficient to provide payment for
postpetition utility services.  DES has become an unwilling
postpetition lender to the Debtors' reorganization efforts
without the protections afforded to other postpetition lenders.

Mr. Artzer points out that the Utility Order clearly states that
DES is entitled to an administrative expense priority for
undisputed and unpaid postpetition utility charges pursuant to
Section 503(b)(1)(A) of the Code.  DES wants the Debtors to pay
$683,246, which includes interest and late fees.  Additionally,
given the Debtors' spotty bill payment history, DES asserts that
there is no adequate assurance of future performance. Therefore,
the Court should compel the Debtors to deposit $600,000 with
DES; this figure approximates two months of utility services.
(United Airlines Bankruptcy News, Issue No. 14; Bankruptcy
Creditors' Service, Inc., 609/392-0900)

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


U.S. PLASTIC LUMBER: NASDAQ Extends Compliance Period to May 12
---------------------------------------------------------------
U.S. Plastic Lumber Corp. (Nasdaq:USPL), announced that the
Nasdaq notified USPL on March 19, 2003 that it has extended the
minimum bid price compliance period for USPL from February 10,
2003 through May 12, 2003.

"Our ability to remain on Nasdaq during this period is
contingent on our continuing to meet all other compliance
requirements for maintaining such listing. If our minimum bid
price fails to exceed the level of $1.00 per share for ten
consecutive days prior to May 12, 2003, we will receive a
delisting notice," the Company said in its news release.

The Board of Directors of Nasdaq has requested an extension from
180 days to 540 days. If approved by the Securities and Exchange
Commission, the proposal will allow issuers that meet heightened
financial requirements to benefit from extended compliance
periods for satisfying minimum bid price requirements, meaning
that USPL could yet receive an additional extension from Nasdaq,
but there are no assurances such an action would occur or that
USPL will continue to meet all other compliance requirements for
maintaining such listing.

U.S. Plastic Lumber Corp., is a manufacturer of plastic lumber,
packaging and other value added products from recycled plastic.
USPL is a highly integrated, nationwide processor of a wide
range of products made from recycled plastic feedstocks. USPL
creates high quality, competitive building materials,
furnishings, and industrial supplies by processing plastic waste
streams into purified, consistent products. Its products include
but are not limited to decking, railing systems, railroad ties,
truck flooring and scoffing, components for door manufacturers,
packaging products for the beer industry and produce industry,
components for the hot tub industry, site amenities for parks,
such as benches, picnic tables and trash receptacles, parts for
the steel industry, and much more. USPL's products are
environmentally responsible and are both aesthetically pleasing
and maintenance friendly. They include such brand names as
CycleX(TM), Carefree Decking(R), Carefree Xteriors(R),
RecycleDesign(TM), and Trimax(R). USPL currently operates three
plastic manufacturing and recycling facilities.

                          *      *      *

As reported in Troubled Company Reporter's December 27, 2002
edition, U.S. Plastic Lumber obtained a new senior credit
facility with Guaranty Business Credit Corporation with a
maximum amount of $13 million, including an equipment term loan
of $3 million and new working capital line of up to $10 million.

The new Credit Agreement replaces the working capital line that
USPL had with Bank of America, N.A. as Administrative Agent, and
"completes the balance sheet restructuring USPL has been
diligently working on since the closing of the sale of our
environmental division in September."

                 Liquidity and Capital Resources

The Company's liquidity and ability to meet its financial
obligations and maintain its current operations in 2002 and
beyond will be dependent on, among other things, its ability to
obtain a new senior credit facility, meet its payment
obligations under, achieve and maintain compliance with the
financial covenants in its debt agreements and provide financing
for working capital.

Upon the closing of sale of Clean Earth, the Company received a
new revolving credit facility from the same lending group that
comprised its previously existing Senior Credit Facility ("the
Bank of America Lending Group"), with a maximum availability of
$3.0 million. Outstanding borrowings on this facility were $1.0
million and $3.0 million as of September 30, 2002 and November
14, 2002 respectively. Under certain conditions, the
availability under this facility could increase to $10.0
million. The Company is currently negotiating a new $13 million
credit facility with another financial institution to replace
the existing facility, and is also negotiating an amendment to
its Master Credit Facility to cure certain defaults in
connection with that lending agreement. The Company expects
these negotiations to be completed in the very near future.

In September of 2002 the $5 million convertible debenture
payable to the Stout Partnership was converted to equity in
accordance with the terms of the debenture agreement. In
addition, the $4 million convertible subordinated debenture
payable to Halifax Fund, L.P., that was due July 1, 2002
was retired as part of an Exchange and Repurchase Agreement. See
notes 4 and 6 for further information on these transactions.

If the Company is not successful in completing the proposed
amendment to its Master Credit Facility, it will be required to
seek other alternatives for financing its ongoing working
capital needs, which could include raising additional equity,
selling some of its assets or increasing the availability on its
current credit facility. There can be no assurances that this
course of action will be successful. The Company's failure to
provide financing for its ongoing working capital needs would
require the Company to significantly curtail its operations.

U.S. Plastic Lumber's September 30, 2002 balance sheet shows
that total current liabilities exceeded total current assets by
about $15 million.


VENTAS INC: IRS Completes Tax Audit & Reports Favorable Results
---------------------------------------------------------------
Ventas, Inc., (NYSE:VTR) announced that the Internal Revenue
Service has completed its review of the Company's federal income
tax returns for its 1997 and 1998 tax years. The Joint Committee
on Taxation affirmed the IRS Revenue Agent's report concluding
that the Company (1) does not owe any additional taxes for those
periods, (2) is entitled to receive an additional refund of $1.2
million for those periods, and (3) is entitled to retain the
approximately $26 million federal tax refund it received in
1999. The IRS Revenue Agent's findings were previously disclosed
by the Company in its Annual Report on Form 10-K for the year
ended December 31, 2002 and other periodic public filings with
the Securities and Exchange Commission.

As a result of these findings, the Company and its principal
tenant, Kindred Healthcare, Inc. (NASDAQ:KIND), have agreed to
disburse approximately $13 million to each company immediately
from a previously established Tax Refund Escrow. That Tax Refund
Escrow held the Federal Refund and certain other tax refunds
related to periods prior to the Company's 1998 spin-off of
Kindred. The Company expects to use its portion of the funds to
pay down debt.

"The completion of our federal audit for 1997 and 1998
represents an excellent outcome for Ventas and its
shareholders," Ventas Chairman, President and Chief Executive
Officer Debra A. Cafaro said. "It enhances the certainty and
predictability of the Company's future and provides additional
funding for execution of the Company's strategic diversification
plan. Ventas and Kindred worked cooperatively during the past 3
years to optimize the outcome of the federal tax audit for the
benefit of both companies. We will continue to work with Kindred
to maximize future distributions from the Tax Refund Escrow."

The Company expects to report an increase of approximately $20
million to its operating results for the first quarter ended
March 31, 2003, representing the Company's share of the funds
disbursed from the Tax Refund Escrow and the reversal of a
previously recorded contingent liability. This contingent
liability was previously recorded to take into account the
uncertainties surrounding the outcome of the IRS audit for the
1997 and 1998 period and was disclosed in the Company's
Consolidated Financial Statements.

Following the current disbursement from the Tax Refund Escrow,
the Escrow will contain approximately $1 million. The additional
$1.2 million federal tax refund is expected to be deposited in
the Tax Refund Escrow when received.

Under the terms of the Tax Escrow Agreement, when no further
claims may be made for tax periods ending in or before 1998, all
funds remaining in the Tax Refund Escrow will be distributed
equally to the Company and Kindred. In addition, the companies
may jointly agree to disburse funds from the Tax Refund Escrow
in equal amounts prior to the expiration of applicable statutes
of limitations. The companies anticipate that any additional
disbursements from the Tax Refund Escrow will be made as
circumstances warrant over the next twelve months.

At December 31, 2002, approximately $14.4 million of the
Company's portion of the Tax Refund Escrow balance was reported
as restricted cash and other liabilities on the Company's
Consolidated Balance Sheet.

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


VENTURE HLDGS.: S&P Further Drops Corporate Credit Rating to D
--------------------------------------------------------------
Standard & Poor's Rating Services lowered its corporate credit
rating on Fraser, Michigan-based Venture Holdings Co. LLC to 'D'
from 'SD' following the company's voluntary filing of Chapter 11
bankruptcy. At the same time, the senior secured rating on the
company was lowered to 'D' from 'CCC' and removed from
CreditWatch, where it was placed on December 19, 2001.

Venture, a manufacturer of automotive components, has $900
million of debt outstanding.

The bankruptcy filing resulted from the inability of Venture and
its creditors to agree on a plan to restructure and recapitalize
the company following the Oct. 1, 2002, commencement of formal
insolvency proceedings of its German subsidiary, Peguform GmbH.
Peguform, which accounted for 70% of Venture's 2001 sales, is
being sold by a court-appointed administrator.

"The loss of Peguform's cash flow severely weakened Venture's
ability to service its financial obligations," said Standard &
Poor's credit analyst Martin King.

Venture failed to make Dec. 1, 2002, and Jan. 1, 2003, interest
payments on its public bonds.

DebtTraders says that Venture Holdings Trust's 11.000% bonds due
2007 (VENT07USR1) are trading between 20 and 22. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=VENT07USR1
for real-time bond pricing.


VISKASE COS.: Emerges from Prepackaged Bankruptcy Proceeding
------------------------------------------------------------
Viskase Companies, Inc., (Company or VCI) (OTC: VCIC) has
consummated its Prepackaged Plan of Reorganization, as Modified,
which had previously been confirmed by order of the U.S.
Bankruptcy Court for the Northern District of Illinois, Eastern
Division. The Plan eliminates $103 million of debt and provides
the financial flexibility needed for the Company to aggressively
compete in the casing industry. Under the Plan, the Company's
current noteholders will receive just over 90% of the Company's
equity on a fully diluted basis. Suppliers and other trade
creditors will not be affected by the consummation of the Plan.

                     SUMMARY OF THE PLAN

On November 13, 2002, the Company filed a prepackaged Chapter 11
bankruptcy in the Bankruptcy Court. The Chapter 11 filing was
for VCI only and did not include any of its domestic or foreign
subsidiaries. The Bankruptcy Court confirmed the Plan on
December 20, 2002.

Under the terms of the Plan, the Company's wholly owned
operating subsidiary, Viskase Corporation, was merged into VCI
with VCI being the surviving corporation.

The holders of the Company's outstanding $163,060,000 of 10.25%
Senior Notes due 2001 will receive a pro rata share of
$60,000,000 of new 8% Senior Subordinated Notes due December 1,
2008 and 10,340,000 shares of new common stock to be issued by
the Company on a basis of $367.96271 principal amount of New
Notes and 63.4122 shares of New Common Stock for each $1,000
principal amount of Senior Notes. Wells Fargo Bank Minnesota,
National Association is acting as exchange agent for purposes of
distributing the new securities issued under the Plan to the
holders of the Senior Notes.

The New Notes will bear interest at a rate of 8% per year, and
will accrue interest from December 1, 2001, payable semi-
annually (except annually with respect to year four and
quarterly with respect to year five), with interest payable in
the form of New Notes (paid-in-kind) for the first three years.
The first interest payment date on the New Notes is June 30,
2003 (paid-in-kind). Interest for years four and five will be
payable in cash to the extent of available cash flow, as
defined, and the balance in the form of New Notes
(paid-in-kind). Thereafter, interest will be payable in cash.
The New Notes will mature on December 1, 2008 with an accreted
value of approximately $89,453,000, assuming interest in the
first five years is paid in the form of New Notes
(paid-in-kind). The New Notes are secured by substantially all
of the Company's personal property other than assets subject to
the Company's capital lease obligations.

The existing shares of common stock and options of the Company
were canceled pursuant to the Plan. Holders of the old common
stock will receive a pro rata share of 306,291 warrants
(Warrants) to purchase shares of New Common Stock. The Warrants
have a seven year term and an exercise price of $10.00 per
share.

Under the restructuring, 660,000 shares of New Common Stock
(Restricted Stock) will be reserved for Company management and
employees under a new Restricted Stock Plan. Such shares will be
subject to a vesting schedule with acceleration upon the
occurrence of certain events.

The Company has also entered into a three year $20,000,000
working capital facility to provide the Company with additional
financial flexibility. The working capital facility is senior to
the New Notes.

Viskase Companies, Inc., has its major interests in food
packaging. Principal products manufactured are cellulosic and
nylon casings used in the preparation and packaging of processed
meat products.


WARNACO GROUP: Settles Claims Dispute with Shoreline Computers
--------------------------------------------------------------
In June 1996, Warnaco Inc., Shoreline Computers, Inc. and Active
Media entered into an arrangement whereby, among other things:

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

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

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

    (iv) the arrangement is cancelable by any party at any time.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Specifically, the Parties stipulate and agree that:

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

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

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

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

E. This Stipulation is effective March 17, 2003. (Warnaco
    Bankruptcy News, Issue No. 46; Bankruptcy Creditors' Service,
    Inc., 609/392-0900)


WORLD HEART: Completes CDN$1.6-Million Equity Private Placement
---------------------------------------------------------------
World Heart Corporation (TSX: WHT, OTCBB: WHRTF) announced the
issue of 1,000,000 common shares at a price of CDN$1.60 per
share, for gross proceeds of $1,600,000. The common shares were
issued pursuant to the exercise of warrants owned by the
Amaranth Fund LP, of Hamilton, Bermuda. By way of compensation
for the early exercise of the warrants, which would not
otherwise have expired until January 2, 2008, the Corporation
issued 1,760,000 warrants to Amaranth, each such warrant being
exercisable into common shares of the Corporation at $1.60 per
share, until April 2, 2008. Following completion of this
transaction, the Corporation's cash resources totaled
approximately $1.8 million. The Corporation expects to augment
its near-term cash position by $2 to $3 million through
receivables collections and, as has also been previously
announced, is continuing to take other specific actions to
further improve its capital base, details of which will be
announced in due course.

Following the April 3, 2003, closing, WorldHeart has 21,950,877
common shares issued and outstanding.

The common shares, including those underlying the warrants, have
not been registered under the U.S. Securities Act of 1933 and
may not be offered or sold in the United States or to U.S.
persons unless an exemption from such  registration is
available.

World Heart Corporation, a global medical device company based
in Ottawa, Ontario and Oakland, California, is currently focused
on the development and commercialization of pulsatile
ventricular assist devices. Its Novacor(R) LVAS (Left
Ventricular Assist System) is well established in the
marketplace and its next-generation technology,
HeartSaverVAD(TM), is a fully implantable assist device intended
for long-term support of patients with end-stage heart failure.

World Heart Corporation's Dec. 31, 2003, balance sheet shows a
working capital deficit of about C$8 million and a total
shareholders equity deficit of C$47 million.


W.R. GRACE: Plan Filing Exclusivity Further Extended to August 1
----------------------------------------------------------------
W.R. Grace & Co., and its debtor-affiliates requested and
obtained a fourth extension of their exclusive periods. The
Court extends their exclusive period to file a plan of
reorganization until August 1, 2003 and to solicit acceptances
of that plan until October 1, 2003. (W.R. Grace Bankruptcy News,
Issue No. 38; Bankruptcy Creditors' Service, Inc., 609/392-0900)


* BOND PRICING: For the week of April 7 - 11, 2003
--------------------------------------------------

Issuer                                Coupon  Maturity  Price
------                                ------  --------  -----
Adelphia Communications                3.250%  05/01/21     8
Adelphia Communications                6.000%  02/15/06     8
Adelphia Communications               10.875%  10/01/10    43
Advanced Micro Devices Inc.            4.750%  02/01/22    70
AES Corporation                        4.500%  08/15/05    71
Ahold Finance USA Inc.                 6.875%  05/01/29    72
Akamai Technologies                    5.500%  07/01/07    50
Alexion Pharmaceuticals                5.750%  03/15/07    71
Alkermes Inc.                          3.750%  02/15/07    65
American & Foreign Power               5.000%  03/01/30    65
Amkor Technology Inc.                  5.000%  03/15/07    70
AMR Corp.                              9.000%  09/15/16    33
AnnTaylor Stores                       0.550%  06/18/19    64
Applied Extrusion                     10.750%  07/01/11    69
Aquila Inc.                            6.625%  07/01/11    70
Best Buy Co. Inc.                      0.684%  06?27/21    71
Burlington Northern                    3.200%  01/01/45    53
Burlington Northern                    3.800%  01/01/20    73
Calpine Corp.                          4.000%  12/26/06    70
Calpine Corp.                          7.625%  04/15/06    66
Calpine Corp.                          8.500%  02/15/11    60
Calpine Corp.                          8.625%  08/15/10    56
Calpine Corp.                          8.750%  07/15/07    59
Centennial Cellular                   10.750%  12/15/08    71
Charter Communications, Inc.           4.750%  06/01/06    24
Charter Communications, Inc.           5.750%  10/15/05    28
Charter Communications Holdings        8.250%  04/01/07    51
Charter Communications Holdings        8.625%  04/01/09    52
Charter Communications Holdings        9.625%  11/15/09    50
Charter Communications Holdings       10.000%  04/01/09    51
Charter Communications Holdings       10.000%  05/15/11    48
Charter Communications Holdings       10.250%  01/15/10    49
Charter Communications Holdings       11.125%  01/15/11    50
Cincinnati Bell Telephone (Broadwing)  6.300%  12/01/28    71
Comcast Corp.                          2.000%  10/15/29    25
Conexant Systems                       4.000%  02/01/07    60
Conexant Systems                       4.250%  05/01/06    67
Conseco Inc.                           8.750%  02/09/04    15
Cox Communications Inc.                0.348%  02/23/21    72
Cox Communications Inc.                2.000%  11/15/29    32
Crown Cork & Seal                      7.375%  12/15/26    70
Cummins Engine                         5.650%  03/01/98    62
Curagen Corporation                    6.000%  02/02/07    71
Delta Air Lines                        7.700%  12/15/05    63
Delta Air Lines                        7.900%  12/15/09    54
Delta Air Lines                        8.300%  12/15/29    46
Delta Air Lines                       10.375%  02/01/11    51
Dynegy Holdings Inc.                   6.875%  04/01/11    68
Dynex Capital                          9.500%  02/28/05     2
Finova Group                           7.500%  11/15/09    36
Fleming Companies Inc.                 5.250%  03/15/09     2
Fleming Companies Inc.                 9.250%  06/15/10    21
Fleming Companies Inc.                10.125%  04/01/08    22
Ford Motor Co.                         6.625%  02/15/28    71
General Chemical Industries           10.125%  04/01/08    25
Goodyear Tire & Rubber                 7.875%  08/15/11    72
Gulf Mobile Ohio                       5.000%  12/01/56    66
Hasbro Inc.                            6.600%  07/15/28    78
Health Management Associates Inc.      0.250%  08/16/20    66
HealthSouth Corp.                      7.000%  06/15/08    47
I2 Technologies                        5.250%  12/15/06    61
Incyte Genomics                        5.500%  02/01/07    69
Inhale Therapeutic Systems Inc.        3.500%  10/17/07    57
Inhale Therapeutic Systems Inc.        5.000%  02/08/07    62
Inland Steel Co.                       7.900%  01/15/07    75
International Wire Group              11.750%  06/01/05    67
Isis Pharmaceutical                    5.500%  05/01/09    67
Kmart Corporation                      9.375%  02/01/06    14
Kulicke & Soffa Industries Inc.        4.750%  12/15/06    65
Kulicke & Soffa Industries Inc.        5.250%  08/15/06    69
Lehman Brothers Holding                8.000%  11/13/03    62
Level 3 Communications                 6.000%  09/15/09    55
Level 3 Communications                 6.000%  03/15/10    53
Level 3 Communications                11.250%  03/15/10    75
Liberty Media                          3.500%  01/15/31    66
Liberty Media                          3.750%  02/15/30    55
Liberty Media                          4.000%  11/15/29    58
Lucent Technologies                    6.450%  03/15/29    65
Lucent Technologies                    6.500%  01/15/28    65
Magellan Health                        9.000%  02/15/08    26
Manugistics Group Inc.                 5.000%  11/01/07    52
Medarex Inc.                           4.500%  07/01/06    69
Mirant Corp.                           2.500%  06/15/21    62
Mirant Corp.                           5.750%  07/15/07    53
Missouri Pacific Railroad              4.750%  01/01/20    72
Missouri Pacific Railroad              4.750%  01/01/30    72
Missouri Pacific Railroad              5.000%  01/01/45    61
NTL Communications Corp.               7.000%  12/15/08    19
Natural Microsystems                   5.000%  10/15/05    63
NGC Corp.                              7.625%  10/15/26    63
Northern Pacific Railway               3.000%  01/01/47    52
Northwest Airlines                     7.625%  03/15/05    56
Northwest Airlines                     7.875%  03/15/08    49
Northwest Airlines                     8.520%  04/07/04    73
Northwest Airlines                     8.700%  03/15/07    52
Northwest Airlines                     8.875%  06/01/06    52
Northwest Airlines                     9.875%  03/15/07    52
Quanta Services                        4.000%  07/01/07    70
Redback Networks                       5.000%  04/01/07    28
Regeneron Pharmaceuticals              5.500%  10/17/08    66
Revlon Consumer Products               8.625%  02/01/08    45
Ryder System Inc.                      5.000%  02/25/21    69
Sepracor Inc.                          5.000%  02/15/07    75
Tenneco Inc.                          10.000%  03/15/08    68
Tenneco Inc.                          10.200%  03/15/08    68
Terayon Communications                 5.000%  08/01/07    67
Transwitch Corp.                       4.500%  09/12/05    59
United Airlines                       10.670%  05/01/04     4
United Airlines                       11.210%  05/01/14     5
Universal Health Services              0.426%  06/23/20    60
US Timberlands                         9.625%  11/15/07    72
Vector Group Ltd.                      6.250%  07/15/08    73
Weirton Steel                         10.750%  06/01/05    45
Weirton Steel                         11.375%  07/01/04    58
Westpoint Stevens                      7.875%  06/15/08    26
Xerox Corp.                            0.570%  04/21/18    64

                           *********

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

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

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

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

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

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

                           *********

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

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

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

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

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mail. Additional e-mail subscriptions for members of the same
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are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.

                 *** End of Transmission ***