TCR_Public/030408.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

             Tuesday, April 8, 2003, Vol. 7, No. 69

                          Headlines

360NETWORKS: Wants Claims Objection Deadline Moved to June 11
ADELPHIA COMMS: Names Judith Meyka Senior VP for Programming
AIR CANADA: Aviation Council Urges Gov't to Reduce Fees & Taxes
AIR CANADA: Judge Beatty Grants Injunction against US Creditors
AIR CANADA: Jefferies & Company Will Hold Conference Call Today

ALLIED WASTE: Prices $450 Million of Senior Notes at 7-7/8%
AMERICAN AIRLINES: Parent Launches Employees' Stock Option Plan
ANC RENTAL: Has Until April 14, 2003 to File Creditor Claims
BETHLEHEM STEEL: Asks Court to Set Asset Sale Hearing for Apr 24
BOMBARDIER: Fitch Keeps Watch on Ratings Pending Strategic Plan

CALYPTE BIOMEDICAL: Delivers Preliminary Proxy Statement to SEC
CASTLE DENTAL CENTERS: Fails to Beat Form 10-K Filing Deadline
CELLPOINT INC: Files for Chapter 11 Protection in Nevada
CELLPOINT INC: Case Summary & 20 Largest Unsecured Creditors
CENTENNIAL HEALTHCARE: Wants to Extend Exclusivity Until Aug. 17

CHART INDUSTRIES: New York Stock Exchange Halts Shares Trading
CHARTER COMMS: Delays Filing of Annual Report on Form 10-K
COMMTOUCH SOFTWARE: Amends Convertible Loan Pact with Lenders
CONSECO FINANCE: Wants Go-Signal to Pay $4 Mill. in Standby Fees
CONSECO: UST Balks at Committee Retaining Two Financial Advisors

CONTINENTAL AIRLINES: 12-Year-Old Bankruptcy Ready to be Closed
CREDIT SUISSE: S&P Cuts 5 Class Ratings to Low-B & Junk Levels
DIRECTV LATIN AMERICA: Wants to Continue AP Services' Engagement
DIXIE GROUP: S&P Ups Ratings Over Improved Operating Performance
EAGLE FOOD: Files for Chapter 11 Reorganization in Illinois

EAGLE FOOD CENTERS: Voluntary Chapter 11 Case Summary
EDITING CONCEPTS: Case Summary & 20 Largest Unsecured Creditors
EMMIS COMMS: Exploring Interest in News Corp.'s TV Assets
ENRON ALLIGATOR: Case Summary & 18 Largest Unsecured Creditors
ENRON CORP: EPMI Sues United Illuminating to Recover $8 Million

FAO INC: Secures Nod to Hire Morgan Joseph for Financial Advice
FC CBO LTD: S&P Junks Second Priority Senior Notes at CC
FLEMING COMPANIES: Receives Court Approval of First Day Orders
FRIEDE GOLDMAN HALTER: Files Plan of Reorganization in Miss.
GENUITY INC: Stipulation Granting Citibank Stay Relief Approved

GLOBAL CROSSING: Wants Approval of Interconexion Settlement Pact
GLOBAL PALATE INC: Voluntary Chapter 11 Case Summary
GLOBALSTAR: Thermo Pitches Winning Bid as New Equity Investor
GLOBE METTALURGICAL: Case Summary & 20 Largest Unsec. Creditors
GREAT NORTHERN: Taps Beesley Associates as Financial Consultants

HAWAIIAN AIRLINES: Bringing-In Cades Schutte as Local Counsel
HAYES LEMMERZ: Posts Significant 2002 Operating Income Growth
HAYES LEMMERZ: Solicitation Period Extended to April 28
IMC GLOBAL: Annual Shareholders' Meeting Slated for May 16, 2003
INSCI CORP: Completes $2-Million Convertible Debt Refinancing

INTERNATIONAL PAPER: Will Publish 1st Quarter Results on Apr. 24
KAISER ALUMINUM: Wants to Honor & Pay Canada Prepetition Claims
KENNY INDUSTRIAL: Kurtzman Carson Hired as Claims Agent
KESTREL ENERGY: Will Transfer Listing to OTCBB Tomorrow
KEY3MEDIA GROUP: Delays Filing of 2002 Annual Report on Form 10K

LERNOUT: Wants to Extend Service Date for Avoidance Actions
LEXINGTON HEALTHCARE: Case Summary & Largest Unsec. Creditors
LISANTI FOODS: Chapter 11 Trustee Hires Amper as Accountants
MAGELLAN HEALTH: Wants to Employ Ordinary Course Professionals
MCSI INC: Secured Lenders Agree to Forbear Until May 2, 2003

METALS USA: Earns Court Approval for Weirton Steel Stipulation
MOHEGAN TRIBAL: S&P Rates $391-Million Bank Loan Pact at BB+
NATL CENTURY: Court OKs Dinsmore as NPF XII SubCommittee Counsel
NORTHWEST AIRLINES: Flies 5.99B Revenue Passenger Miles in March
OWENS CORNING: Court Approves Property Damage Claim Procedures

PACIFIC GAS: Wants to Defray $5MM Water Monitoring Project Costs
PACIFIC GAS: Fitch Says CPUC Action Good for Calif. Utilities
PLIANT CORP: S&P Changes Outlook to Neg. over Liquidity Concerns
POINT WEST: Needs to Resolve Issues to Avoid Chapter 7 Filing
POLAROID CORP: Seeks Approval of Plan Solicitation Procedures

QUANTA SERVICES: Revises Earnings Guidance for First Quarter
SPIEGEL GROUP: Signs-Up J. Frank Associates as PR Consultant
SWEETHEART HOLDINGS: S&P Further Junks Corporate Credit Rating
TCENET INC: Company's Ability to Continue Operations Uncertain
UNITED AIRLINES: Reaches Tentative Pacts with Flight Attendants

UNITED AIRLINES: Davidowitch Says New Pacts "Painful" but Needed
UNITED AIRLINES: Intends to Give Reclamation Claims Admin Status
UNITED AIRLINES: CEO Tilton Takes Additional Voluntary Pay Cut
UNITED AIRLINES: March Revenue Passenger Miles Slide-Down 5.7%
US AIRWAYS: Elects David Bronner as New Board Chairman

US AIRWAYS: Court Approves New Pension Plan for Pilots
VALENTIS INC: Fails to Comply with Nasdaq Listing Requirements
WESTERN WIRELESS: Likely GSM Buildout Triggers S&P's Rating Cuts
WESTPOINT STEVENS: S&P Puts Low-B/Junk Ratings on Watch Negative
WHEELING: Disclosure Statement Hearing Adjourned to April 24

WICKES INC: Imagine Investments Discloses 51% Equity Stake
WORLDPORT COMMS: Extends Shares Tender Offer to April 11, 2003
XCEL ENERGY: Settles All General Rate Case Issues in Colorado
XM SATELLITE: Declares Quarterly Dividend on 8.25% Preferreds

* Large Companies with Insolvent Balance Sheets

                          *********

360NETWORKS: Wants Claims Objection Deadline Moved to June 11
-------------------------------------------------------------
Pursuant to the Plan Confirmation Order, the Reorganized
360networks Debtors and the Creditors' Committee have until
April 12, 2003 to file objections against proofs of claims.

Alan J. Lipkin, Esq., at Willkie Farr & Gallagher, in New York,
relates that since the Plan Confirmation, the Debtors have made
substantial progress in objecting to, and resolving, claims
against the estates.  In fact, with the 1,200 claims the Debtors
objected to in the First Omnibus Objection, only 88 claims
remain unresolved.

Notwithstanding the relatively rapid pace of the claims
resolution process to date, the Debtors, after consultation with
the Creditors' Committee, believe that it is necessary and
appropriate for the Claims Objection Deadline to be extended.

The Debtors are advised that the Committee's counsel has been
expending substantial resources since the confirmation of the
Plan in reviewing and analyzing Committee Claims, which are
potential preference claims against third parties -- subject to
certain enumerated exceptions -- that, under the Plan, the
Committee may prosecute.  Under the Plan, the Committee also has
primary responsibility for evaluating and, if appropriate,
objecting to any claims filed in the Debtors' cases that relate
to Committee Claims.  The Debtors understand that the Committee
has not yet completed its evaluation of the Related Claims.
Moreover, under the Plan, if and when the Committee decides not
to object to particular Related Claims -- presumably because the
Committee will not pursue the related preference claim -- the
Debtors then would need some time to evaluate whether to object
to the Related Claims that the Committee decides not to contest.

Accordingly, the Debtors ask the Court to extend the time within
which they or the Creditors' Committee may object to claims
filed in the Debtors' cases to June 11, 2003. (360 Bankruptcy
News, Issue No. 45; Bankruptcy Creditors' Service, Inc.,
609/392-0900)


ADELPHIA COMMS: Names Judith Meyka Senior VP for Programming
------------------------------------------------------------
Adelphia Communications Corporation (OTC: ADELQ) announced that
Judith Meyka, former Senior Vice President of Distribution for
iN DEMAND, has been named Senior Vice President of Programming
for Adelphia. The announcement was made by Ron Cooper, President
and Chief Operating Officer of Adelphia, to whom she will report
beginning on April 14.

In her new role, Ms. Meyka will be responsible for negotiating
Adelphia's programming distribution agreements with national and
regional cable television networks. In addition, she will
develop strategies for optimizing the value of Adelphia's
distribution platform and contribute to the development and
implementation of new product strategies for the Company.

"I am pleased to have Judy join our executive team at Adelphia,"
said Mr. Cooper. "Her extensive cable experience coupled with
her legal expertise in drafting distribution agreements with
programming suppliers make her the ideal candidate for this key
leadership position. In addition, her strong, positive working
relationships with programming networks will be vital as we
continually strive to offer our customers an expanding array of
compelling programming choices."

Ms. Meyka said, "I am excited to be joining Adelphia at such a
critical time in its development. I look forward to working with
Ron and the rest of the Adelphia team to provide the best
possible mix of programming to millions of Adelphia customers
throughout the U.S. and Puerto Rico."

Prior to joining Adelphia, Judy Meyka served as Senior Vice
President of Distribution at iN DEMAND. From June 2000 to March
2002, she served as Vice President of Programming at AT&T
Broadband and spent two years prior to that in the same role at
MediaOne. Before beginning her career in the cable industry, Ms.
Meyka spent six years as an Associate at the law firm of Ballard
Spahr Andrews & Ingersoll. During that time, she gained valuable
experience representing cable operators in various transactions,
including distribution agreements with programming suppliers,
and counseling on issues related to the Cable Television
Consumer Protection and Competition Act of 1992. Ms. Meyka holds
a J.D. from the University of Denver College of Law and a B.S.
in Accounting from the University of Michigan.

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


AIR CANADA: Aviation Council Urges Gov't to Reduce Fees & Taxes
---------------------------------------------------------------
"The BC Aviation Council publicly announces support for Air
Canada now that the carrier has filed for protection under the
company's Creditor Arrangements Act," says Jerry Lloyd,
President and CEO of the Council. The Council also calls in the
Federal Government to take leadership in assisting Air Canada's
restructure.

"Air Canada and its customers face onerous taxes and fees which
have already contributed to the decline in demand of air travel
in the past two years," says Lloyd. We call the federal
government to reduce fuel excise taxes, security charges and
airport rents, all of these are ultimately paid for by the
customer and have discouraged travel, particularly on short haul
routes in Canada.

The Council recognizes that there are many factors that lead Air
Canada to file for bankruptcy protection and the Council also
recognizes that a strong national carrier is essential to
Canada. Thus, the Council urges Ottawa to assist by reducing
these various charges for Air Canada.


AIR CANADA: Judge Beatty Grants Injunction against US Creditors
---------------------------------------------------------------
Marc E. Richards, Esq., at Blank Rome LLP, appeared before Judge
Beatty in the U.S. Bankruptcy Court to obtain a Preliminary
Injunction enjoining and restraining U.S. Creditors from seizing
Air Canada's U.S. assets or repossessing aircraft landing in
United States airports.  Mr. Richard's appeared in the U.S.
Court on behalf of Ernst & Young Inc., in its capacity as the
Foreign Representative of Air Canada.

                      Irreparable Injury and
                  the Need for Injunctive Relief

Mr. Richards explains to Judge Beatty that the CCAA proceedings
in Canada should result in a restructuring plan that provides
for:

          (i) a restructuring of Air Canada's capital structure,
              and

         (ii) an improvement in the carrier's financial
              performance and long-term outlook.

Accordingly, Air Canada needs a "breathing spell" to negotiate
and implement an appropriate Plan.  To achieve this result, Air
Canada must be able to protect its assets, wherever situated,
thereby maximizing the value of the estate to be reorganized,
for the benefit of creditors worldwide.

Part of this process is to reduce the costs of litigation by
funneling all claims to the Canadian Court for adjudication.
This goal would be seriously undermined if creditors were
permitted to proceed outside the Canadian Court to pursue
actions against the Debtors in the United States.  Accordingly,
injunctive relief is necessary to enable the Debtors to devote
their limited time and resources to achieving a successful sale
or reorganization of their businesses, to prevent the
dissipation and piecemeal distribution of the Debtors' assets,
and to prevent certain creditors from gaining an advantage over
other creditors, including other creditors in the United States.

Considering the Monitor's request, Judge Beatty finds that entry
of an injunction in the United States against U.S. creditors
will contribute to an economical and expeditious administration
of the Debtors' estates under the CCAA consistent with the
relevant factors set forth in section 304(c) of the Bankruptcy
Code. Judge Beatty finds that the CCAA provides for:

       (a) just treatment of all holders of claims against or
           interests in the estate;

       (b) protection of claim holders in the United States
           against prejudice and inconvenience in the processing
           of claims in the Canadian proceeding;

       (c) prevention of preferential or fraudulent dispositions
           of property; and

       (d) distribution of proceeds of the estate substantially
           in accordance with the United States Bankruptcy Code;

and principles of comity militate in favor of cooperation with
the Canadian Court.

Accordingly, Judge Beatty directs that all persons subject to
the jurisdiction of the U.S. Court are enjoined and restrained
from commencing or continuing any action to collect a pre-
petition debt without obtaining relief from the Court.

Judge Beatty will convene a hearing on April 29, 2003 at 2:30
p.m., to consider whether to continue the terms of the
Preliminary Injunction beyond that date. (Air Canada Bankruptcy
News, Issue No. 1; Bankruptcy Creditors' Service, Inc., 609/392-
0900)


AIR CANADA: Jefferies & Company Will Hold Conference Call Today
---------------------------------------------------------------
Jefferies & Company, Inc., the principal operating subsidiary of
Jefferies Group, Inc. (NYSE: JEF), is holding a conference call
to discuss Air Canada's (TSE: AC) filing for protection under
the Companies' Creditors Arrangement Act (CCAA) in Canada and
concurrent petition under section 304 of the U.S. Bankruptcy
Code.

The call will be jointly hosted by members of Jefferies'
Recapitalization & Restructuring Group and SkyWorks Capital,
LLC.

This conference call is open to qualified institutional buyers
in the U.S. or designated institutions in Canada who presently
hold debt securities issued by Air Canada. The call will take
place today at 11:30 AM Eastern Time. To obtain dial-in
information, please contact the Recapitalization & Restructuring
Group in Jefferies' New York headquarters office at 212-284-
3444.

Jefferies & Company, Inc., the principal operating subsidiary of
Jefferies Group, Inc. (NYSE: JEF), is a full-service investment
bank and institutional securities firm focused on the middle
market. Jefferies offers financial advisory, capital raising,
mergers and acquisitions, and restructuring services to small
and mid-cap companies. The firm provides outstanding trade
execution in equity, high yield, convertible and international
securities, as well as fundamental research and asset management
capabilities, to institutional investors. Additional services
include correspondent clearing, prime brokerage, private client
services and securities lending. The firm's leadership in equity
trading is recognized by numerous consulting and survey
organizations, and Jefferies' affiliate, Helfant Group, Inc.,
executes approximately twelve percent of the daily reported
volume on the NYSE.

Through its subsidiaries, Jefferies Group, Inc., employs more
than 1,375 people in 21 offices worldwide, including Atlanta,
Boston, Chicago, Dallas, Hong Kong, London, Los Angeles, New
York, Paris, San Francisco, Tokyo, Washington and Zurich.
Further information about Jefferies, including a description of
investment banking, trading, research and asset management
services, can be found at http://www.jefco.com

SkyWorks Capital, LLC provides financial expertise to companies
in the aviation sector across a broad spectrum of financial
products. The firm offers advisory services on asset-based
financings, debt and equity offerings, mergers and acquisitions,
and financial restructurings. The professionals at SkyWorks
Capital have extensive aviation and investment banking
experience and are uniquely positioned to provide clients with a
wide array of financial services. For more information about
SkyWorks Capital and its team of professionals, please visit
http://www.skyworkscapital.com


ALLIED WASTE: Prices $450 Million of Senior Notes at 7-7/8%
-----------------------------------------------------------
Allied Waste Industries, Inc., (NYSE: AW) announced that its
wholly-owned subsidiary, Allied Waste North America, Inc., has
priced its offering of $450 million of senior notes due 2013 at
7-7/8%.  These notes will be issued under Allied's existing
shelf registration statement.  Allied Waste intends to use the
proceeds from the sale of these senior notes to repay amounts
outstanding under its existing bank credit facility as stated in
its previously announced financing plan.

These new notes have been rated BB-, Ba3 and BB- by Standard &
Poor's, Moody's and Fitch, respectively.  The $450 million
offering was increased from the Company's initial $300 million
proposal announced April 3, 2003.  J.P. Morgan Securities Inc.,
Credit Suisse First Boston LLC and Deutsche Bank Securities Inc.
are acting as the book-running managers for the senior notes
offering.

Allied Waste Industries, Inc., a leading waste services company,
provides collection, recycling and disposal services to
residential, commercial and industrial customers in the United
States.  As of December 31, 2002, the Company operated 340
collection companies, 175 transfer stations, 169 active
landfills and 66 recycling facilities in 39 states.


AMERICAN AIRLINES: Parent Launches Employees' Stock Option Plan
---------------------------------------------------------------
AMR Corporation (NYSE: AMR) said 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.

For information, visit the Company's Web site
http://www.amrcorp.com


ANC RENTAL: Has Until April 14, 2003 to File Creditor Claims
------------------------------------------------------------
Judge Walrath extends the period within which the ANC Rental
Corporation and its debtor-affiliates may file claims under
Bankruptcy Rule 3004 to April 14, 2003.

                         *     *     *

Section 501(c) of the Bankruptcy Code provides that "if a
creditor does not timely file a proof of creditor's claim, the
debtor or the trustee may file a proof of claim."  In addition,
Rule 3004 provides that:

    "If a creditor fails to file a proof of claim on or before
    the first date set for the meeting of creditors called
    pursuant to Sec. 341 (a) of the Code, the debtor or trustee
    may do so in the name of the creditor, within 30 days after
    expiration of the time for filing claims prescribed by Rule
    3002(c) or 3003(c), whichever is applicable."
(ANC Rental Bankruptcy News, Issue No. 29; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


BETHLEHEM STEEL: Asks Court to Set Asset Sale Hearing for Apr 24
----------------------------------------------------------------
On March 5, 2002, the Bush Administration established tariffs on
most imported steel products, which materially increased the
revenues of domestic steel producers.  But since then, the
prices have gradually dropped and are expected to decline
further.  On a long-term basis, the Debtors believe that any
increased revenue generated as a result of higher steel prices
would prove insufficient to overcome the huge amount of legacy
costs, in the form of pension obligations and other post-
employment benefits, and high labor costs that have long plagued
them and the entire domestic steel industry.

Bethlehem Steel Corporation and its debtor-affiliates have the
highest total employment cost in the steel industry.  The
Debtors' un-funded pension and OPEB obligations, aggregating
$6,000,000,000, consume substantial amounts of their cash flow.

To address the continuing and growing burden of these legacy
costs, the Debtors met with representatives of the United
Steelworkers of America to discuss modifications to the master
collective bargaining agreement and a number of plant specific
agreements and settlement agreements.  While the discussions
gave considerable attention to myriad issues, they ultimately
failed to produce a modified collective bargaining agreement,
which would enable the Debtors to maintain competitive operating
facilities and achieve positive net income.

To make matters worse, on December 17, 2002, the Pension Benefit
Guaranty Corporation filed a complaint with the U.S. District
Court for the Eastern District of Pennsylvania seeking the
immediate termination of Bethlehem and its subsidiaries' Pension
Plan.  The PBGC proposed to appoint itself as the statutory
trustee of the Plan.  While the PBGC's action was anticipated to
occur at some point, the Debtors did not expect the action to be
taken at this stage in their Chapter 11 cases.

Over the course of their cases, the Debtors have moved
aggressively to restructure and focused on three alternative
restructuring courses:

    (i) a sale of all or substantially all its assets as a going
        concern,

   (ii) a stand-alone plan, and

  (iii) a liquidation of its assets.

Given the state of the domestic steel industry, the uncertainty
of the economy, the current state of, and expectations
regarding, steel pricing, and their failure to achieve requisite
concessions from the USWA, the Debtors believe that the best
opportunity to maximize their estate's value is to sell assets
as soon as practicable.  The Debtors also deem that completing a
sale outside of a Chapter 11 plan will lead to greater value
than pursuant to a Chapter 11 plan.

As part of their marketing efforts, the Debtors, together with
their financial advisors, Greenhill & Co., LLC and Credit Suisse
First Boston LLC, identified nine companies potentially
interested in acquiring all or a portion of the Debtors' assets.
Of the nine, three companies expressed preliminary interest in
potentially acquiring substantially all the assets.  But two of
the companies later backed out because they did not have enough
interest to warrant the presentation of a formal offer.

On November 4, 2002, International Steel Group Inc. -- the
remaining interested party -- entered into a 60-day agreement
with the Debtors.  Under the Agreement, the parties would
exclusively negotiate a possible consolidation, sale, or other
transaction.  During this time, the Debtors expended a
substantial amount of time working with ISG and the USWA in
connection with providing due diligence, exploring the potential
synergies between the two operations, and addressing operational
and employee-related issues.

On January 6, 2003, ISG submitted a formal proposal to acquire
substantially all of the Debtors' steelmaking assets.  If
combined with ISG's assets, the ISG Proposal would create the
largest steel company in North America.  A combination of the
Debtors and ISG would create a formidable new competitive player
in the steel industry, with 16,000,000 tons of annual shipment
capacity.  The transaction structure is designed to ensure a
seamless continuity of operations for the benefit of employees,
customers, and suppliers.

The Proposal includes the basic elements of an agreement ISG had
reached with the USWA on December 23, 2002.  The principle
provisions of a new collective bargaining agreement would cover
both the current ISG represented employees and employees who
would operate the Debtors' facilities.  ISG also has reached an
agreement in principle for a transition agreement with the USWA,
which, if reduced to a definitive agreement, would give the
Debtors the ability, pending the closing of the transaction, to
implement their plans to reduce the workforce, in the process
reduce their current operating costs.  ISG's agreement with the
USWA includes a retiree assistance program.

After receiving the formal bid, the Debtors continued to engage
in arm's-length negotiations with ISG to optimize the economic
benefits their estates will receive.  Subsequently, ISG decided
to broaden its offer to include the acquisition of substantially
all of the Debtors' assets and the assumption of certain
priority and administrative claims.

The Debtors carefully evaluated and scrutinized the terms of the
ISG Proposal.  After due deliberation, the Debtors concluded
that the revised ISG Proposal offered the greatest economic
return to their estates.  ISG has tendered a $1,500,000,000
consideration for the all assets.  The Purchase Price is a
combination of cash and the assumption of certain debt and other
obligations, including environmental, employee-related, tax and
lease obligations.

With the assistance of the Financial Advisors, the Debtors also
analyzed the value to be realized through an orderly
liquidation. The Debtors concluded that that an orderly
liquidation would yield far less value than the transaction with
ISG.

By this motion, the Debtors ask Judge Lifland to affirm their
business judgment and grant them authority to sell substantially
all of their assets to ISG, subject to a competitive bidding
process.

The Debtors ask the Court to hold a hearing to approve the sale
and any subsequent offer for the Assets on April 22, 2003 at
10:00 a.m.  Objections to the proposed Sale are due on April 14,
2003. (Bethlehem Bankruptcy News, Issue No. 34; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


BOMBARDIER: Fitch Keeps Watch on Ratings Pending Strategic Plan
---------------------------------------------------------------
Thursday last week, Bombardier announced details of the new
CEO's strategic plan and fiscal year 2003 financial results. On
March 17, Fitch lowered the ratings on Bombardier Industrial
(BI, the manufacturing businesses) and Bombardier Capital to
'BBB' and the ratings were kept on Rating Watch Negative. The
rating actions taken on March 17 incorporated the details of the
strategic plan announced Thursday. The Rating Watch status will
be resolved when there is progress on the execution of the
strategic plan, and when there is a firmer outlook for regional
jet deliveries, particularly deliveries to affiliates of United
Airlines.

BBD's strategic plan includes a recapitalization consisting of
an equity issuance of at least C$800 million, asset sales likely
to total more than C$1.5 billion (including the sale of the
Recreational Products division), additional reductions in assets
under management at BC (including no new originations in the
railcar leasing portfolio), and a 50% reduction in the dividend
per common share. These actions should take place over the next
six to nine months, and Fitch expects BBD to use the proceeds to
reduce debt normally associated with working capital build-up
during the company's operating cycle. In addition, BBD will
change the accounting policy in the Aerospace division to the
average cost method from the program method, and, in general,
will increase the level of disclosure in its financial reports.
A theme underlying the strategic plan is a cultural change away
from the previous focus on growth.

Fitch believes that the strategic plan has modest execution
risk, and a successful implementation of the plan will
strengthen BBD's capital structure and provide adequate
liquidity. Concerns related to the net debt-to-capital covenant
in BBD's bank facilities were significantly lessened by the
disclosure that BBD's bank group has amended the covenant level
through the end of fiscal year 2004. The new covenant levels for
the next four quarters are 70%, 60%, 60%, and 50%, respectively.
Previously, the covenant level was scheduled to drop to 50% from
60% on April 30. Given BBD's lower equity resulting from the
accounting change and BBD's lower-than-expected cash flow in
fiscal year 2003, there was concern that BBD would not have been
in compliance with the old covenant as of April 30, although it
was in compliance as of January 31, 2003. Fitch estimates that
BBD will be well within the new covenant levels if it
successfully executes the recapitalization. Fitch's evaluation
of BBD's liquidity incorporates the impact of rating triggers
related to recent rating downgrades.

As of Jan. 31, 2003 BI's net liquidity position was C$3.9
billion, consisting of C$742 million of cash and availability of
C$3.3 billion under its credit facilities less C$204 million of
current debt maturities. At BC, continued success in reducing
assets under management should satisfy liquidity requirements
which will be driven in fiscal year 2004 by approximately C$1.2
billion in debt maturities. BC's debt to equity ratio declined
to 6.5x at the end of fiscal year 2003 from 7.8x at the end of
fiscal year 2002.

Fitch considers the new accounting method to be appropriate
given the changes in the aerospace market. The accounting change
will have no impact on cash flow, but it will have some
significant changes on the way financial results are reported:
1) Aerospace margins will vary more than in the past; 2) tooling
amounts will be moved to fixed asset accounts from inventory
accounts, and will be depreciated over approximately ten years;
3) some interest will be capitalized; and 4) changes in
estimates will be made under a cumulative catch-up procedure
rather than being made prospectively. The learning curve concept
is still accounted for under the average cost method. The
accounting change and related changes in program estimates had a
negative C$1.5 billion impact on shareholders' equity.

BI's financial results deteriorated substantially in fiscal year
2003 primarily as a result of weakness in the business jet
market. Although total sales at BI increased 9.1% in fiscal year
2003, Fitch estimates that EBITDA fell roughly 30% to C$1.3
billion. Fitch believes that this estimate is conservative
because of non-recurring items that were not treated as special
items, but were included in segment results. Fitch has also
conservatively made no adjustment for non-cash pension expense.
Interest expense in fiscal year 2003 rose 42% to C$259 million,
including C$35.2 million of capitalized interest. Free cash flow
for the year was C$801 million, including C$1.5 billion of cash
from operations. Exchange rates had a negative effect of C$430
million on cash during the year. Total debt at BI rose C$61
million to C$3.5 billion. Based on the above numbers, interest
coverage for fiscal year 2003 was 5.0x, down from 10.3x in
FY2002, and debt-to-EBITDA was 2.7x, up from 1.8x.

The outlook for regional jet deliveries is a key credit concern.
While Fitch believes the themes driving long term regional jet
growth are intact (favorable economics versus larger jets;
turboprop replacement; substitution on large jet routes; and the
addition of "long, thin" routes), the uncertainty surrounding
many of the U.S. main line carriers is beginning to affect the
near-term regional jet market, which so far has been the least
affected of the various commercial aerospace sectors. Of
particular concern is UAL, which has not yet provided a
commitment to its regional affiliates for RJ deliveries in
FY2004. BBD is scheduled to deliver 81 regional jets to UAL
regional affiliates in F2004. Fitch believes UAL will support
most of these deliveries if it does not file for Chapter 7.
However, if UAL does file for Chapter 7, there is uncertainty
concerning the possible realignment of UAL's affiliates with
other main line carriers, and how long this realignment might
take. Other risks include the availability of financing and
scope clause restrictions. In addition, BBD's turboprop business
has a weak demand outlook.

Fitch's ratings of BBD reflect this uncertainty in the regional
jet market, as well as continued weakness in the business jet
market. A regional jet production cut would not necessarily by
itself be grounds for additional ratings actions, but ratings
actions will depend on BBD's plans to manage potential delivery
reductions without incurring significant financial stress. In
FY2003 BBD announced employment reductions in its Aerospace
division, and earlier this year the company announced additional
reductions.

In addition to the execution of the strategic plan and the
regional jet delivery outlook, Fitch will monitor several other
items in resolving the Rating Watch status: BBD's success in
finding outside parties to take over some of the discontinued
activities at BC, as well as the impact the discontinued
activities could have on BI's cash flow; continued progress in
reducing BC's assets under management; and, later this year, the
renewal of the C$1.7 billion of 364-day credit facilities.

Due to the existence of a support agreement and demonstrated
support by the parent, BC's ratings are linked to those of
Bombardier.


CALYPTE BIOMEDICAL: Delivers Preliminary Proxy Statement to SEC
---------------------------------------------------------------
Calypte Biomedical Corporation (OTCBB:CALY) has filed a
preliminary proxy statement with the Securities and Exchange
Commission seeking stockholder approval to amend the Company's
Amended and Restated Certificate of Incorporation to implement a
reverse split of the outstanding shares of Common Stock at the
ratio of 1:30 to be effected immediately upon approval of the
Company's stockholders.

The Company said that the proposed reverse split, which has
received the unanimous written consent of all Directors, is
being implemented to enhance the Company's long-term financing
options. If approved, the proposed reverse stock split would
reduce the presently issued and outstanding shares of Common
Stock to approximately 8 million from approximately 236 million
as of March 31, 2003.

Other proposals requiring stockholder approval include the
election of eight directors to the Company's Board, a proposed
amendment to the 2000 Equity Incentive Plan, a proposed
amendment to the 1995 Director Option Plan, a proposed amendment
to the 1995 Employee Stock Purchase Plan and ratification of the
appointment of KPMG LLP as independent auditors.

Calypte Biomedical Corporation, headquartered in Alameda,
California and whose December 31, 2002 balance sheet shows a
total shareholders' equity deficit of about $7 million, is a
public healthcare company dedicated to the development and
commercialization of urine-based diagnostic products and
services for Human Immunodeficiency Virus Type 1 (HIV-1),
sexually transmitted diseases and other infectious diseases.
Calypte's tests include the screening EIA and supplemental
Western Blot tests, the only two FDA-approved HIV-1 antibody
tests that can be used on urine samples. When compared with
existing blood-based tests, our testing algorithms are non-
invasive, easier to use, less expensive and have significantly
less risk than blood-based testing, and they have 99.7%
sensitivity in subjects previously identified as HIV-1 infected
and 100% specificity in subjects at low risk when combined with
the urine-based Western Blot supplemental test. The company
believes that accurate, non-invasive urine-based testing methods
for HIV and other infectious diseases may make important
contributions to public health by helping to foster an
environment in which testing may be done safely, economically,
and painlessly. Calypte markets its products in countries
worldwide through international distributors and strategic
partners.


CASTLE DENTAL CENTERS: Fails to Beat Form 10-K Filing Deadline
--------------------------------------------------------------
Castle Dental Centers, Inc., has not filed its Form 10-K with
the SEC for the year ended December 31, 2002, because the
Company, allegedly despite its best efforts, has been unable to
complete its financial statements. The Company has entered into
a series of preliminary agreements to restructure its debt and
re-capitalize its balance sheet and has devoted considerable
resources to this restructuring. On-going negotiations with the
various parties to the restructuring have delayed the completion
of the Company's financial statements.

In July 2002, the Company completed a restructuring of certain
indebtedness, which included extinguishing certain subordinated
debt due by the Company and extending payments due under the
Company's senior bank credit facility to more favorable terms.
As a result of the restructuring, the Company recognized a $17.3
million gain on early extinguishment of debt. Under SFAS 142,
substantially all of the Company's goodwill is no longer
amortized, and the Company must perform an annual impairment
test for goodwill and intangible assets. The Company used the
services of an outside consultant in preparation of the fair
market analysis of the reporting units. Under SFAS No. 142, the
Company recorded a transitional goodwill impairment charge of
$37.0 million, presented as a cumulative effect of accounting
change at the beginning of the fiscal year.

The Company estimates that it will report a net loss of between
$0.00 and $0.02 per share for the fourth quarter of 2002 and
between $0.70 and $0.74 per share for the full year. This
compares with net loss of $1.20 per share for the fourth quarter
and net loss of $2.31 per share for the year ended December 31,
2001.

As reported in Troubled Company Reporter's March 31, 2002
Edition, James M. Usdan, president and chief executive officer,
commented on the Company's new agreements, "The completion of
these preliminary agreements will represent the culmination of
our debt restructuring efforts, which have been ongoing for more
than two years.  We have made significant progress in improving
our operating performance and, with this new investment and the
resulting substantial reduction in bank debt, we will begin to
reinvest in our dental centers with the goal of eventually
resuming controlled growth.  GE Healthcare Financial Services
has been instrumental in reaching an agreement to refinance our
bank debt and we look forward to working with them as we
continue our turnaround.  We are very excited about this new
opportunity."

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

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


CELLPOINT INC: Files for Chapter 11 Protection in Nevada
--------------------------------------------------------
CellPoint Inc. (OTC: CLPT), an international provider of mobile
location software technology and platforms, has filed a
voluntary petition for relief under Chapter 11 of the United
States Bankruptcy Code with the United States Bankruptcy Court
for the District of Nevada.

The Chapter 11 petition will allow the Company to continue
operation while management develops a formal reorganization plan
and business model. The case has been designated case number 03-
51091 GWZ.

CellPoint Inc., (OTC: CLPT) is a leading international provider
of location determination technology, carrier-class middleware
and applications enabling mobile network operators' rapid
deployment of revenue generating location-based services for
consumer and business users and to address mobile E911/E112
security requirements.

CellPoint's two core products, Mobile Location System (MLS) and
Mobile Location Broker (MLB), provide an open standard platform
adapted for multi-vendor networks with secure integration of
third-party applications and content. CellPoint's location
platform has a seamless migration path from GSM/GPRS to 3G,
supports 500,000 location requests per hour and can easily be
scaled-up to handle increased traffic throughput.

CellPoint's early entry and experience with European mobile
operators has allowed the development of products and features
that address key requirements such as active and idle mode
positioning, international roaming, multiple location
determination technologies and consumer privacy.

CellPoint is an international company headquartered in Kista,
Sweden. For more information, please visit
http://www.cellpoint.com


CELLPOINT INC: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Cellpoint, Inc.
        Finlandsgatan 12
        DE-164 74 Kista
        Sweden

Bankruptcy Case No.: 03-51091

Type of Business: The Debtor is in the business of the
                  development, sales and support of mobile
                  locations software technology and platforms.

Chapter 11 Petition Date: April 4, 2003

Court: District of Nevada (Reno)

Judge: Gregg W. Zive

Debtor's Counsel: Thomas H. Fell, Esq.
                  Gordon & Silver, Ltd.
                  3960 Howard Hughes Parkway
                  Ninth Floor
                  Las Vegas, NV 89109
                  Tel: 702-796-5555

Estimated Assets: $10 Million to $50 Million

Estimated Debts: $10 Million to $50 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
BDO Seidman, LLP            Trade Vendor              $444,485
330 Madison Avenue
New York, NY 10017

Aros Maizels AB             Trade Vendor              $349,869
c/o Nordea Securities AB
Engelbrektsplan I
11498 Stockholm Sweden

Jackson & Campbell          Trade Vendor              $107,378

Lowe Broadway Ltd.          Trade Vendor              $105,450

MRI Worldwide               Trade Vendor               $81,491

Donald Lily                 Trade Vendor               $69,298

Merill Corporation Ltd.     Trade Vendor               $64,955

KSCA                        Trade Vendor               $63,853

Ashford Advokat byra AB     Trade Vendor               $57,316

Engel & McCarney            Trade Vendor               $54,921

KRS Associates Inc.         Trade Vendor               $40,000

Lindh Stabell Horten        Trade Vendor               $27,049

MPK AB                      Trade Vendor               $23,447

Gernandt & Danielson        Trade Vendor               $17,783

Stockholmborsen AB          Trade Vendor               $17,297

Fischer Partners            Trade Vendor               $12,444
Fondkommision AB

Martin & Adams              Trade Vendor               $12,033

Cadogan Tate                Trade Vendor               $11,940

Gerard Klauer Mattison &    Trade Vendor               $11,857
Co.

Business Wire               Trade Vendor               $11,542


CENTENNIAL HEALTHCARE: Wants to Extend Exclusivity Until Aug. 17
----------------------------------------------------------------
Centennial Healthcare Corporation and its debtor-affiliates ask
the U.S. Bankruptcy Court for the Northern District of Georgia
to extend the time period within which only the Debtors have the
right to file a chapter 11 plan and solicit acceptances of that
plan from their creditors.  The Debtors ask the Court to extend
their exclusive plan filing period through August 17, 2003 and
give them until October 16, 2003 to solicit acceptances of a
plan.

The Debtors maintain that they have made significant progress in
resolving the issues that confront the estates.  Since the
Petition Date, the Debtors have concentrated on resolving a
number of significant issues relating to the estate, including:

  -- successful transition to operating in Chapter 11,
     including new management responsibilities for certain
     officers;

  -- negotiation of debtor-in-possession financing;

  -- fulfillment of the various reporting obligations in
     connection with the commencement of these cases;

  -- provision of information and continued discussions with the
     Creditors' Committee;

  -- extensive review and evaluation of executory contracts and
     unexpired leases;

  -- commencement of lease and management agreement rejections
     and renegotiation of certain leases and management
     agreements;

  -- implementation of transition procedures in the event of
     rejection of leases and management agreements;

  -- finalizing and implementing plans to reduce overhead
     expenses;

  -- beginning the process of marketing the assets of one
     business for sale; and

  -- seeking a resolution of certain litigation against third
     parties.

In particular, the Debtors have devoted considerable time to
reviewing and developing strategies regarding the treatment of
their management agreements and leases of skilled nursing
facilities. Given the nature of the Debtors' businesses, these
decisions are among the most important aspects of the Debtors'
reorganization, and the Debtors have devoted a significant
amount of time to the issues that must be considered and
resolved in deciding whether to assume, assume and assign, or
reject each of the leases and management agreements. The Debtors
are making significant progress in their decisions and have
rejected certain agreements and leases and are conducting
negotiations on other agreements and leases.

To date, the Debtors report that they have achieved improved
operating results. The Debtors have stabilized their business
operations, maintained critical business relationships,
maintained the quality of their service, and reduced their cash
losses. These achievements are crucial to the successful
reorganization of the business and are essential to developing
the plan of reorganization.

Centennial HealthCare Corporation, which operates and manages 86
nursing homes in 19 states, filed for Chapter 11 petition on
December 20, 2002 (Bankr. N.D. Ga. Case No. 02-74974).  Brian C.
Walsh, Esq., and Sarah Robinson Borders, Esq., at King &
Spalding represent the Debtors in their restructuring efforts.
When the Company filed for protection from its creditors, it
listed estimated debts and assets of over $100 million each.


CHART INDUSTRIES: New York Stock Exchange Halts Shares Trading
--------------------------------------------------------------
Chart Industries, Inc., (NYSE:CTI) has been notified that the
New York Stock Exchange (NYSE) suspended trading in the
Company's common stock and that an application to the Securities
and Exchange Commission to delist its common stock is pending
the completion of applicable procedures, including any appeal by
the Company of the NYSE staff's determination. The Company is
evaluating the NYSE staff's determination and is considering its
alternatives. The NYSE indicated that it reached its decision
because the Company has fallen below the NYSE's continued
listing standards.

Chart Industries, Inc., is a leading global supplier of standard
and custom-engineered products and systems serving a wide
variety of low-temperature and cryogenic applications.
Headquartered in Cleveland, Ohio, Chart has domestic operations
located in 11 states and international operations located in
Australia, China, the Czech Republic, Germany and the United
Kingdom.

                         *     *     *

                      Senior Debt Defaults

The Company is in default under its senior debt outstanding
under its Credit Facility and Incremental Credit Facility, and
has been in negotiations with its senior lenders to amend the
terms of the Senior Debt, obtain waivers of the Company's
defaults and reduce its leverage by restructuring the Senior
Debt. These negotiations continue and may result in an exchange
of a portion of the Senior Debt for a substantial equity
ownership position in the Company and substantial dilution of
current shareholders' ownership interests in the Company. There
can be no assurance that the Company will be able to consummate
such a restructuring transaction, otherwise renegotiate its
Senior Debt outstanding or obtain waivers of defaults under its
Senior Debt. If the Company is unable to successfully
restructure its Senior Debt, the Company may be required to
pursue other restructuring alternatives.

As a result of the Company's defaults under its Senior Debt, the
Company is required to classify its $256.9 million of Senior
Debt as a current liability on its consolidated balance sheet.
This results in a working capital deficiency, and the Company's
independent accountants will issue a "going concern"
qualification to their opinion on the Company's financial
statements for the year ended December 31, 2002.


CHARTER COMMS: Delays Filing of Annual Report on Form 10-K
----------------------------------------------------------
Charter Communications Holdings, LLC is completing its reaudit
of its consolidated financial statements for the years ended
December 31, 2000 and 2001 and its ongoing audit of its
consolidated financial statements for the year ended
December 31, 2002.  Accordingly, the Company requires additional
time to finalize its financial statements and the related
disclosures necessary to file its Annual Report on Form 10-K for
the year ended December 31, 2002.

The Company anticipates recording an impairment charge of $4.6
billion on its franchise assets.

Charter Communications, Inc. (Nasdaq:CHTR), a Wired World
Company(TM), is the nation's third largest broadband
communications company currently serving approximately 6.7
million customers in 40 states. Charter provides a full range of
advanced broadband services to the home, including cable
television on an advanced digital video programming platform,
marketed under the Charter Digital Cable(R) brand; and high-
speed Internet access via Charter Pipeline(R). Commercial high-
speed data, video and Internet solutions are provided under the
Charter Business Networks(R) brand. Advertising sales and
production services are sold under the Charter Media(R) brand.
More information about Charter can be found at
http://www.charter.com

                         *    *    *

In early January, Moody's Investors Services warned that Charter
Communications, Inc., may breach a bank debt covenant this
quarter, and reacted negatively to talk that a restructuring is
"increasingly likely" in the near to medium term and there's a
"growing probability of expected credit losses."

                  Restructuring Advisers Hired

Charter has reportedly chosen Lazard as its restructuring
adviser, according to TheDeal.com (edging-out Goldman Sachs
Capital Partners, Carlyle Group, Thomas H. Lee Partners, UBS
Warburg and Morgan Stanley) to explore strategic alternatives.
The New York Post, citing unidentified people familiar with the
situation, says those alternatives may involve selling assets or
bringing in private equity partners.

Charter co-founder Paul Allen has brought Miller Buckfire Lewis
& Co. onto the scene to protect his 54% stake that cost him $7-
plus billion.  Alvin G. Segel, Esq., at Irell & Manella LLP in
Los Angeles has served as long-time legal counsel to Mr. Allen
and his investment firm, Vulcan Ventures.


COMMTOUCH SOFTWARE: Amends Convertible Loan Pact with Lenders
-------------------------------------------------------------
On January 29, 2003 Commtouch Software Ltd., entered into a
Convertible Loan Agreement, including certain  ancillary
agreements, with certain lenders.  While the Convertible Loan
Agreement allowed for a maximum possible loan amount of
$1,250,000, as of March 26, 2003, the lenders had agreed to
advance Commtouch a loan of $905,000.  On March 28, 2003, by way
of Addendum 1 to the Convertible Loan Agreement, the Company and
the lenders amended the Convertible Loan Agreement to provide an
option to certain of the lenders, their  affiliates and
investors from the Company's previous round of financing the
right to loan the Company an amount of up to $345,000,
representing the difference between the maximum loan amount
originally  contemplated and the amount of the loan as at
March 26, 2003. The option will lapse unless it is exercised by
no later than May 15, 2003.

The loan amount is to be paid in two tranches, with the first
and second tranches set at $362,000 and  $543,000 respectively.
The first tranche closing conditions have been met and closing
of the first tranche occurred on March 4, 2003.  Shortly
thereafter, the Company received loan proceeds of $362,000.
Also, all of the lenders have notified the Company of their
intention to fund the second tranche of the loan agreement.  If
the option under Addendum 1 is exercised, the additional loan
amount shall be treated as if it were originally a portion of
the second tranche funds, with all relevant terms and conditions
of the Agreement being applicable.  The Company will use the
proceeds of advances made under the Agreement for general
corporate purposes.

The closing of the second tranche is subject to the fulfillment
of the following closing conditions:

      a. approval of the Board of Directors and shareholders of
the Company of any necessary increase in the authorized share
capital of the Company (in an amount as determined by the Board
of Directors of the  Company), which amount shall provide for an
adequate reserve of Shares for issuance upon conversion of the
loan into equity and exercise of the warrants relating to the
second tranche funds advanced by the lenders,  and (whether or
not the authorized share capital needs to be increased) any
necessary approval by the shareholders of the Company of the
second tranche funding (including disclosure as part of the
materials relating to the vote, of as much information as is
necessary to ensure compliance with NASDAQ or SEC regulations);

      b.  the representations and warranties made by the Company
in the Agreement, shall be true when made, and shall be true and
correct at the date of the second closing with same force and
effect as if they had been made and as of the same date and no
event of default shall exist;

      c.  the Company shall have sent by fax to the relevant
lenders the promissory notes and warrants reflecting the amount
of the second tranche of the loan (including any rights of
"Defaulting Lenders" to which "Non-Defaulting Lenders" are
entitled, as such terms are defined in the Agreement); and

      d. the Company shall, in a manner satisfactory to the
"Collateral Agent" (as defined in the Agreement), provide for
and perfect the security interests in the second tranche funds
in a manner identical to the security interests in the first
tranche funds.

The loan is to be repaid after three years, unless converted
into equity by the lenders or a defined event  triggering early
repayment is met, and it bears interest at a rate of ten percent
per annum.  Furthermore,  the loan principal and interest may be
converted by the lenders into equity in the Company at any time
during the loan term, at a conversion price of $.25 per Ordinary
Share.

Warrants exercisable for the Company's ordinary shares will be
issued to the lenders as loan amounts are  advanced to
Commtouch, based on such loan amounts advanced divided by the
Conversion  Price.  Each one-third of the warrants are
exercisable at prices per Ordinary Share of $.25, $.33 and $.50
respectively, and the  warrants are exercisable at any time
within five years of issuance.  Warrants shall also be issued on
an annual basis for any accumulated interest on the loan.

As security for repayment of the loaned amounts, the lenders
have been granted security interests in all of the assets of the
Company.  Also, the lenders are entitled to nominate one
director for election to the Board of Directors of the Company
or appoint one observer to the Board.

Even though the lenders have exercised their option to fund the
second tranche of the loan, Commtouch might not be able to
satisfy all of the conditions to closing of the second tranche
of the loan.  If this occurs, the Company likely would need to
raise money from alternative sources to continue to fund its
operations. Such alternative funding might not be available.

Also, the Company has agreed that, among other things, until all
loans are repaid, it will not pay any  dividends or make any
distribution on its outstanding Ordinary Shares, or redeem any
Shares for consideration without the prior written consent of
50% of all the lenders.  Also, the Company has agreed
not to alter its capital structure or permit any corporate
reorganization and/or disposal of assets outside the ordinary
course of business, except as authorized by vote of its Board of
Directors and shareholders. The Company will be required to
secure approval of 50% of the lenders before issuing preferred
shares or other preferential liquidation rights. The Company has
agreed not to create any security interests on  indebtedness
that will rank prior to advances under the Agreement and the
security interest granted under the instruments provided for in
the Agreement, without approval of 50% of the lenders. The
Company has agreed that it and its subsidiaries will continue to
engage substantially in the same businesses and not to enter
into certain business combination transactions.  The Company's
total funding received or receivable from the Israeli Office of
Chief Scientist is limited to a maximum in the aggregate of
$1,500,000.  The Company has given a security interest to the
lenders in all its present and future assets

The lenders comprising not less than 50% of all the lenders may
require the Company to register with the Securities and Exchange
Commission the resale of all Ordinary Shares issuable to the
lenders under the Agreement.  The lenders may also sell their
shares in other registration statements that the Company
files for its own benefit or that of third parties who wish to
sell shares. This right expires three (3)  months after the
third anniversary of the last applicable Warrant issuance date.
The  maximum number of shares that may be registered is
13,310,000.   The Company will pay the expenses of these
registrations,  except for underwriting discounts and
commissions and the fees and expenses of any lender's counsel.
The Company has also agreed to indemnify the lenders against
certain liabilities arising from the public offer and sale of
their shares pursuant to the registration.

The Company has indicated that nothing reported here should be
taken as an indication or projection by it that the price of its
Ordinary Shares will attain any particular levels.  While the
Company believes that it has sufficient funds to launch its
anti-Spam solutions, the Company is continually searching for
additional sources of financing, whether from financial
institutions or strategic partners.


CONSECO FINANCE: Wants Go-Signal to Pay $4 Mill. in Standby Fees
----------------------------------------------------------------
EMC Mortgage Corporation, Charlesbank Capital Partners, and
General Electric Consumer Finance presented the Conseco Finance
Corp. Debtors with the second highest bid at the Auction to sell
substantially all their assets.  As the second highest bidder,
this Consortium was asked to keep its bid open until the earlier
of June 30, 2003 or the sale's closing with the highest bidder.
However, Charlesbank takes the position that its bid expired on
March 15, 2003 and EMC's expired on April 1, 2003.

The CFC Debtors seek the Court's permission to negotiate back-up
purchase agreements with the Consortium and pay each Standby
Bidder $2,000,000, for a total of $4,000,000.  The Standby Fees
would be paid on the earlier of the Asset Sale closing or
June 30, 2003.  The CFC Debtors also propose to pay the
reasonable and documented fees and expenses of the Standby
Bidders in connection with the negotiation of their Purchase
Contracts, which will not exceed $150,000 per Bidder.

Mr. Sprayregen argues that this request is critical to the Sale
Process.  If the Sale, in its current form, is not consummated
with the High Bidder, the CFC Debtors still intend to sell their
assets.  By documenting a sale with the Standby Bidders, the CFC
Debtors will save valuable time and estate resources should the
deal with CFN fall through. (Conseco Bankruptcy News, Issue No.
13; Bankruptcy Creditors' Service, Inc., 609/392-0900)


CONSECO: UST Balks at Committee Retaining Two Financial Advisors
----------------------------------------------------------------
Ira Bodenstein, Esq., U.S. Trustee for the Northern District of
Illinois, represented by Richard C. Friedman, Esq., argues that
the retention of two financial advisors by the Official
Unsecured Creditors' Committee in Conseco Inc.'s chapter 11
cases is unnecessary.  Since the Committee has already agreed in
principle with the Debtors on the terms of a Plan, it is unclear
why there is a need for a financial advisor, much less two of
them.  Additionally, their tasks have not been clearly divided
and both request substantial compensation.  The U.S. Trustee
speculates that "the Committee is simply attempting to continue
the prepetition arrangements with the prior informal
committees."

Furthermore, Mr. Friedman notes, the retention provisions
provide indemnification for simple negligence, protecting the
professionals from consequences of their own lack of common
sense.  According to Mr. Bodenstein, the growing role and
profile of non-lawyer professionals and advisors in Chapter 11
cases require them to consider new risks and liabilities
associated with their work.  Also, Conseco is an Indiana
corporation subject to Indiana law.  Under Indiana law, a
corporation may indemnify agents to the same extent as
directors, but only if the conduct was in good faith and the
entity reasonably believed that the conduct was in the
corporation's best interests.  These provisions of Indiana law
are inconsistent with a negligence indemnification.  Therefore,
Conseco lacks the authority to indemnify Houlihan or Greenhill
for negligent acts.

Mr. Friedman also argues that Houlihan and Greenhill are not
disinterested.  Both firms have been providing services in
connection with the restructuring since before the Petition
Date. Conceivably, some event necessitating an indemnification
may have occurred during this time.  Therefore, both firms may
hold contingent claims against the Debtors rendering them not
disinterested.  Mr. Bodenstein asserts that the Court should
require both firms to waive any claims for indemnification
arising out of prepetition work.

Mr. Bodenstein further takes issue with the prepetition payments
totaling $1,504,323.  He wonders how the Court can be certain
that the payments were not preferential transfers within the
meaning of Section 547 of the Bankruptcy Code.  If so, the firms
would have an adverse interest to the estate and not be
disinterested.

Moreover, Mr. Bodenstein contends that the Applications contain
insufficient evidence to determine whether the proposed fee
structure is reasonable.  The two firms are to be compensated
differently, but there is no explanation why.  "The Committee
has the burden of justifying this compensation structure," Mr.
Bodenstein asserts.

                           *   *   *

Since August 2002, the Official Committee of Unsecured Creditors
of the Conseco Holding Company Debtors has been engaged in
negotiations for a consensual and comprehensive restructuring
the Debtors' indebtedness and outstanding equity.  The
negotiations culminated in an agreement in principle, which is
the foundation of the Plan filed with the Court on January 31,
2003.

Prior to the Petition Date and through the Committee
appointment, Greenhill & Co. acted as financial advisors for the
Unofficial Bank Committee while Houlihan, Lokey, Howard & Zukin
acted as financial advisors for the Unofficial Bondholder
Committee. Prior to Committee formation, several members
consulted Greenhill and Houlihan on Conseco-related matters.

Thus, the Committee sought the Court's authority to retain both
Greenhill and Houlihan as financial advisors. (Conseco
Bankruptcy News, Issue No. 13; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


CONTINENTAL AIRLINES: 12-Year-Old Bankruptcy Ready to be Closed
---------------------------------------------------------------
All motions, contested matters, and other proceedings before the
U.S. Bankruptcy Court for the District of Delaware in In re
Continental Airlines, Inc., et al., Bankruptcy Case Nos. 90-932
through 90-984, have been resolved.  While one appeal to the
U.S. District Court for the District of Delaware (arising in
Baldridge v. Continental, Adv. Pro. No. 99-412) remains open,
Continental doesn't believe that will result in any additional
matters coming before the Bankruptcy Court.  All expenses
arising from the administration of Continental's bankruptcy
cases have been paid or will be paid.  Everything that the Plan
said would be done has been done.

Accordingly, Robert S. Brady, Esq., at Young Conaway Stargatt &
Taylor, LLP, tells Judge Walrath, the time has now come to enter
a Final Decree closing Continental's chapter 11 cases pursuant
to 11 U.S.C. Sec. 350 and Rule 3022 of the Federal Rules of
Bankruptcy Procedure.

Continental Airlines, Inc., and 52 debtor-affiliates filed for
chapter 11 protection on December 3, 1990.  The U.S. Bankruptcy
Court for the District of Delaware confirmed Continental's
chapter 11 plan on April 16, 1993.  That Plan was declared
effective on April 27, 1993.

Judge Walrath will hear Continental's request for a final decree
at 4:00 p.m. on April 29, 2003.  Objections, if any, are due by
April 22.


CREDIT SUISSE: S&P Cuts 5 Class Ratings to Low-B & Junk Levels
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on five
classes of Credit Suisse First Boston Mortgage Securities
Corp.'s commercial mortgage pass-through certificates series
2001-FL2. Additionally, the ratings on four of these classes are
placed on CreditWatch negative. Concurrently, ratings are raised
on four classes and ratings are affirmed on 10 other classes
from the same issuer.

The raised and affirmed ratings reflect the paydown of the
pool's certificate balance. The lowered ratings are the result
of the pool's overall debt service coverage (DSC) decline since
issuance and the weakened operating performance of five loans.

The CreditWatch placement of the four downgraded classes
reflects the interest shortfalls that are occurring in various
classes whose interest recovery is expected in the next few
months. If the interest recoveries should extend beyond that
period, the ratings on some or all of the shorted classes will
be set to 'D'. Of the $333,025 of interest that was shorted in
March, 2003, $246,000 was due to special servicer recovery and
workout fees, prepayment interest of $72,520 and $14,505 related
to appraisal subordinated entitlement reduction amounts (ASERs),
and legal fees.

At issuance, the principal balance of the pool was $619.0
million, compared to the current balance of $428.8 million (or a
reduction of 30%). There are presently 17 floating rate,
interest only balloon loans outstanding, down from 31 at
issuance. The current DSC for the remaining loans is 1.45x,
compared to 1.72x at issuance. At issuance, the DSC for all the
loans was 1.70x. The property concentrations include hotel (46%
of total principal balance), office (28%), and retail (14%). At
issuance, the property type breakdown was hotel (38%), office
(20%), and retail (23%). Louisiana and Florida have the largest
state concentrations at 28% and 22%, respectively, of total
current principal balance.

All 17 loans are whole loans. In the San Thomas Business Park
Loan, the trust owns a 16.6% interest ($20 million) in a
participation loan that totals $120 million. The trust's portion
participates pari passu with an $80 million senior interest held
in the Credit Suisse First Boston Mortgage Securities Corp.
2000-Fl1 transaction. The remaining $20 million junior
participation interest is held by a third party.

There are currently 12 loans that are being specially serviced
or are on the servicer's watchlist. Four of the loans, or $72.8
million (17% of total principal balance), are specially
serviced, while eight loans, or $248.3 million (58% of total
principal balance), are on the watchlist.

Three of the five loans (represents 97% of the five loans
principal balance) that are contributing to the lowered ratings
include:

     -- Ritz Carlton-New Orleans (loan balance of $120 million,
28% of total pool principal balance). The property is located in
the French Quarter of New Orleans. It consists of four
buildings, including the 453-room Ritz Carlton hotel, two
independent hotels, retail, a parking garage, and health spa. In
2000, there was a gut renovation and rehabilitation of the
property. Occupancy/Average Daily Rate (ADR) of the Ritz Carlton
(contributes 76% of the loan's operating cash flow) was 61%/$222
at Dec. 31, 2002. The loan's operating cash flow declined to
$8.09 million at Dec. 31, 2002 from $18.1 million at issuance.
The New Orleans lodging market has been affected by the decline
in business travel and the oversupply of hotels. Of the 25 major
lodging markets tracked by Smith Travel, New Orleans had the
greatest ADR (17.8%) and RevPar (12.8%) year-to-date declines
from February 2002 through February 2003.

     -- Hotel Royal Plaza (loan balance of $35 million, 8.2% of
total pool principal balance). The Hotel Royal Plaza loan is
collateralized by a 394-room property located in Lake Buena
Vista, Fla. (close to Walt Disney World). The property has been
affected by the slowdown in business and leisure travel. Net
cash flow declined to $1.57 million (as last reported) from
$4.36 million at issuance. The occupancy/ADR at issuance was
75%/$122.30. Occupancy/ADR, as last reported was 59%/$97.85.
These levels are in line with the Orlando lodging market, which
on a year-to-date basis through February 2003 had an average
occupancy of 60% and an ADR of $97.53. The special servicer
approved a modification reducing the loan's interest rate. The
loan is expected to be returned to the servicer in the next few
months.

     -- Main Street 200/300 Office (loan balance of $ $15.2
million, 3.5% of total pool principal balance). The loan
consists of a 127,000 square foot office building located in
Novi, Mich. The loan was transferred to special servicing in
January 2002 due to a payment default. It is currently 77%
occupied with a DSC of .52x. The loan is currently REO and an
appraisal reduction of $545,000 was taken. Net cash flow
declined to $660,000 on a six-month 2002 annualized basis,
compared to $1.70 million at issuance. The special servicer
expects a loss on the loan's liquidation.

Standard & Poor's stressed the five loans to arrive at value
reductions based on current cash flow amounts. The lowered
ratings reflect that analysis. Standard & Poor's will continue
to closely monitor the operating performance of these five
individual loans, as well as the other specially serviced and
watchlist loans.

                       RATINGS RAISED

      Credit Suisse First Boston Mortgage Securities Corp.
     Commercial mortgage pass-through certs series 2001-FL2

                       Rating
     Class     To                 From      Credit Support (%)
     B         AAA                AA        47.5
     C         AA+                A         39.5
     D         AA                 A-        37.1
     E         A                  BBB+      31.7

                       RATING LOWERED

      Credit Suisse First Boston Mortgage Securities Corp.
     Commercial mortgage pass-through certs series 2001-FL2

                       Rating
     Class     To                 From      Credit Support (%)
     J         BB-                BB        17.3

           RATINGS LOWERED AND PLACED ON CREDITWATCH

      Credit Suisse First Boston Mortgage Securities Corp.
     Commercial mortgage pass-through certs series 2001-FL2

                      Rating
     Class     To                 From      Credit Support (%)
     K         B/Watch Neg        BB-       15.1
     L         B-/Watch Neg       B+        13.3
     M         CCC+/Watch Neg     B         11.2
     N         CCC/Watch Neg      B-        10.4

                        RATINGS AFFIRMED

      Credit Suisse First Boston Mortgage Securities Corp.
     Commercial mortgage pass-through certs series 2001-FL2

          Class   Rating     Credit Support (%)
          A       AAA        55.5
          F       BBB        28.1
          G       BBB-       24.1
          H       BB+        19.4
          AX-1    AAA        N/A
          AX-2    AAA        N/A
          A-Y1    AAA        N/A
          A-Y2    AAA        N/A
          A-Y3    AAA        N/A
          A-Y4    AAA        N/A


DIRECTV LATIN AMERICA: Wants to Continue AP Services' Engagement
----------------------------------------------------------------
Pursuant to Section 363 of the Bankruptcy Code, DirecTV Latin
America LLC seeks the Court's authority to continue the
employment of AP Services, LLC as crisis managers and designate
Michael A. Feder as Interim Chief Restructuring Officer.

Craig D. Abolt, DLA Chief Financial Officer, relates that prior
to the Petition Date, APS provided Mr. Feder as its
representative to serve as Chief Restructuring Officer of
DirecTV.  In this capacity, Mr. Feder directed DirecTV's
operations with an objective of restructuring DirecTV, and
managed DirecTV's restructuring efforts, including negotiating
with parties-in-interest, and coordinating the "working group"
of DirecTV's employees and external professionals who are
assisting DirecTV in the restructuring.  Mr. Feder is assisted
by a staff of Temporary Employees provided through APS at
various levels, all of whom had a wide range of skills and
abilities related to this type of assignment.

Mr. Abolt asserts that Mr. Feder is well suited to provide the
restructuring services DirecTV requires.  Mr. Feder is
affiliated with the restructuring firm AlixPartners, LLC -- a
leading corporate restructuring advisor, which has a wealth of
experience in providing services in Chapter 11 cases and has an
excellent reputation for the services it has rendered on behalf
of debtors in cases throughout the United States.  Since its
inception in 1981, AlixPartners has provided restructuring
services in numerous large cases, including most recently,
United Companies Financial Corp, Service Merchandise Co. and
Maidenform Worldwide.

Furthermore, Mr. Abolt relates that Mr. Feder has been assisting
DirecTV in its restructuring efforts for approximately four
months prior to the Petition Date.  Among other things, Mr.
Feder has provided assistance to DirecTV with respect to
implementing and developing ongoing business and financial plans
and conducting restructuring negotiations with creditors.  Mr.
Feder's efforts are indispensable to DirecTV.  In providing
various prepetition services to DirecTV, Mr. Feder has worked
closely with other members of DirecTV's management and has
become well-acquainted with DirecTV's capital structure,
accounting and financial systems, business and operations
difficulties and related matters.  Thus, Mr. Abolt points out,
Mr. Feder has developed significant relevant experience and
expertise regarding DirecTV.

Mr. Abolt informs Judge Walsh that APS and DirecTV have entered
into an engagement letter to govern the relationship between
them.  By the Engagement Letter, APS has agreed to provide
interim senior management and a staff of Temporary Employees at
various levels.  According to the terms of the Engagement
Letter, Mr. Feder and the Temporary Employees will be
compensated at these hourly rates:

    Principals                      $325 - 640
    Senior Associates                275 - 495
    Associates                       235 - 385
    Accountants and Consultants      195 - 290
    Analysts                         135 - 160

Mr. Abolt clarifies that these hourly billing rates were
implemented in 2002 and were reviewed and revised as of
January 1, 2003 in accordance with APS' normal billing
practices. According to the Employment Agreement, hourly rates
for 2003 applicable to DirecTV will not exceed these rates by
more than 5%.

In addition to the compensation of services, DirecTV will pay
directly or reimburse APS upon receipt of periodic billings, for
all reasonable out-of-pocket expenses incurred in connection
with this assignment, including, among others, travel, lodging,
telephone and facsimile charges.

Also, DirecTV agreed to pay APS a performance fee of:

    (a) $2,500,000 upon the earlier to occur of:

        (1) the effective date of a confirmed plan of
            reorganization, provided that the Court approval of
            the plan occurs no later than 11 months after the
            Petition Date; or

        (2) the consummation of a sale, whether in one or a
            series of transactions, of all or substantially all
            of the business, assets or securities of DirecTV,
            excluding the then-pending EchoStar transaction, in
            each case occurring as part of a Chapter 11 filing
            and approved by the current executive committee of
            DirecTV provided, however, that the consummation
            occurs not later than 11 months after the Petition
            Date; or

    (b) $2,000,000 upon the earlier to occur of:

        (1) the effective date of the plan of reorganization; or

        (2) the consummation of a sale transaction; provided,
            however, that the approval or consummation occurs
            after the date that is 11 months after the Petition
            Date.

APS acknowledges that the Performance Fee is not payable if APS
is terminated for cause or if there is a conversion of a case.
APS further acknowledges that the Performance Fee is subject to
Court approval when earned.

Moreover, Mr. Abolt reports that the Engagement Letter provides
that DirecTV will provide Mr. Feder with insurance coverage and
he will be entitled to the benefit of the most favorable
indemnities DirecTV provided to its officers and directors,
whether under the by-laws, certificates of incorporation, by
contract or otherwise.

Mr. Abolt tells the Court that APS received a $500,000 retainer
under the Engagement Letter to be applied against the
compensation, including expenses specific to the engagement.
APS will hold this retainer for application in accordance with
the Engagement Letter.  Prior to the Petition Date, APS has been
paid $1,450,679 in fees and expenses from DirecTV, none of which
has been offset by the retainer.  Any unearned portion of the
retainer will be returned to DirecTV when the engagement is
terminated.  The source of all prepetition payments and the
retainer was DirecTV's operating cash.

APS will file monthly invoices with DirecTV.  DirecTV will then
be authorize to pay, in the ordinary course of its business, the
amount APS invoiced for fees and expenses.  Since APS is not
employed as a professional under Section 327 of the Bankruptcy
Code, it will not be submitting quarterly fee applications
pursuant to Section 330 and 331 of the Bankruptcy Code.
However, APC will submit quarterly reports of compensation
earned. Parties-in-interest will have the right to object to
fees paid when the quarterly reports of compensation earned are
filed with the Court.  The first quarterly report will be due on
August 1, 2003 and will cover the period to and including
June 15, 2003. This procedure will continue at three-month
intervals thereafter. (DirecTV Latin America Bankruptcy News,
Issue No. 3; Bankruptcy Creditors' Service, Inc., 609/392-0900)


DIXIE GROUP: S&P Ups Ratings Over Improved Operating Performance
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Calhoun, Georgia-based carpet and rug manufacturer The
Dixie Group Inc. to 'B+' from 'B-'. At the same time, the
subordinated debt rating was raised to 'B-' from 'CCC'. The
outlook is stable.

Total debt outstanding at Dec. 28, 2002, was about $149 million.

"The rating actions reflect the company's improved operating
performance and the related improvement in credit protection
measures," said Standard & Poor's credit analyst Susan Ding. "In
addition, in March 2003 the company made the final $50 million
payment on its acquisition of Fabrica International Inc.,
substantially alleviating Standard & Poor's near-term liquidity
concerns. Dixie acquired Fabrica in 2000."

The ratings on the Dixie Group reflect the challenging operating
environment in most of its business units and weak industry
fundamentals characterized by a fragmented and intensely
competitive and mature industry. These factors are offset by the
company's niche positions in the high-end residential and
commercial carpet segments, as well as the factory-built housing
market.

Despite a difficult operating environment, Dixie's operating
results have improved during the past two years because of
restructuring efforts undertaken since 2000, including the sale
of non-core assets and significant reductions in workforce,
debt, and inventory levels.

As a result, credit protection measures for the year ended
Dec. 28, 2002, continued to improve.


EAGLE FOOD: Files for Chapter 11 Reorganization in Illinois
-----------------------------------------------------------
Eagle Food Centers, Inc., which owns and operates 61
supermarkets in Illinois and Iowa, announced that in order to
effectuate its restructuring initiatives and provide sufficient
liquidity to continue to operate its business, it and four of
its wholly-owned subsidiaries have filed voluntary petitions for
reorganization under Chapter 11 of the Bankruptcy Code. To
maintain an uninterrupted flow of merchandise to its stores and
support ongoing vendor relationships, the company has received
commitments for $40 million in debtor-in-possession (DIP)
financing from Congress Financial Corporation, which has
provided the company's revolving credit facility since 1995. The
company said that the DIP financing will provide continued
funding of obligations to employees and suppliers, as well as
other day-to-day operations of the company.

Eagle Chairman, Chief Executive Officer and President Robert J.
Kelly said, "Over the past two and a half years, we have made
excellent progress in improving and strengthening the operating
side of the business. We have significantly reduced corporate
overhead and overall operating costs. Unfortunately, our cash
constraints have made it increasingly difficult to service the
company's high-yield debt obligations. We will need to make
additional sacrifices and create an appropriate capital
structure that will enable our company to be competitive in
today's environment."

Mr. Kelly emphasized that neither the employees nor customers of
its retail supermarkets will notice any difference in operations
as a result of the filing. "Daily operations will continue as
usual, store hours will remain the same and all aspects of the
business will go on as before the Chapter 11 filing. We expect
to pay our employees as we always have and transactions that
occur in the ordinary course of business will proceed as usual,"
he said. The company said it also expects that customer programs
and policies will remain unchanged.

During the reorganization process, the company will continue
negotiations with representatives of its employee labor unions
to renew and modify various terms of their collective bargaining
agreements. The Company said it will continue to honor existing
agreements while negotiations are ongoing. The Company intends
to commence negotiations with representations of its note
holders on a restructuring of the company's debt. At the same
time, the Company is considering possible sale alternatives.

The competitive retail market place has changed dramatically due
to rapid expansion by the major grocery chains and "supercenter"
retailers whose lower labor costs and economies of scale enable
them to consistently operate more efficiently

"Quite simply, our size combined with labor costs that are among
the highest in our industry makes it difficult to compete with
the low-cost operators in our markets. After careful evaluation,
management and the board have concluded that to ensure Eagle
Food Centers' continued viability, provide it with greater
access to the financial resources necessary to continue, and
have the least impact on the jobs of its employees, a
reorganization of our company is in the best interests of all of
our constituents. The Chapter 11 process allows time for the
company to restructure its debt, negotiate with the unions and
to continue day-to-day business activities without
interruption," Mr. Kelly said.

"Looking ahead, we believe that the series of actions begun
today will result in a more competitive future for Eagle Food
Centers," Mr. Kelly said.

The company filed its voluntary Chapter 11 petitions in the U.S.
Bankruptcy Court for the Northern District of Illinois in
Chicago.

Eagle operates 60 Eagle Country Markets and one Bogo's Food and
Deals. The company employs approximately 3,550 at its stores and
its headquarters and central distribution facility in Milan,
Illinois.


EAGLE FOOD CENTERS: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Lead Debtor: Eagle Food Centers Inc.
             801 First Street East
             Milan, Illinois 61264

Bankruptcy Case No.: 03-15299

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Eagle Pharmacy Co.                         03-15300
      Milan Distributing Co.                     03-15301
      Eagle Country Markets, Inc.                03-15302
      Bogo's Inc.                                03-15303

Type of Business: Eagle Food Centers, Inc. is a leading
                  regional supermarket chain headquartered in
                  Milan, Illinois.

Chapter 11 Petition Date: April 7, 2003

Court: Northern District of Illinois

Judge: Pamela S. Hollis

Debtors' Counsel: Skadden Arps Slate Meagher & Flom
                  333 W. Wacker Drive
                  Suite 2100
                  Chicago, IL 60606
                  Tel: 312-407-0700

Total Assets: $180,208,000 (as of Nov. 2, 2002)

Total Debts: $177,440,000 (as of Nov. 2, 2002)


EDITING CONCEPTS: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Lead Debtor: Editing Concepts, Inc.
             222 East 44th Street
             New York, New York 10017
             dba The Tapehouse
             dba Black Logic
             dba Tapehouse Digital
             dba Tapehouse Digital Film
             dba Tapehouse Toons
             dba Tapehouse Ink and Paint
             dba TH Annex
             dba The Tape House Editorial Co.

Bankruptcy Case No.: 03-12013

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Photomagnetic Sound Studios, Inc.          03-12016
       aka PM-ANX
       aka Photomagentic Annex

Chapter 11 Petition Date: April 2, 2003

Court: Southern District of New York (Manhattan)

Judge: Cornelius Blackshear

Debtors' Counsel: Jerome Reisman, Esq.
                  Reisman, Peirez, Reisman & Calica, LLP
                  1305 Franklin Avenue
                  Suite 270
                  Garden City, NY 11530
                  Tel: (516) 746-7799
                  Fax : (516) 742-4946

Estimated Assets: $10 Million to $50 Million

Estimated Debts: $10 Million to $50 Million

A. Editing Concepts' 20 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Bernstein Management Corp.  Unpaid Rent               $280,795
855 Avenue Of The Americas
New York, Ny 10001
Tel: (212) 594-1414

Seven Worldwide, Inc.       Trade Debt                $161,662

Alno Company                Unpaid Rent               $110,898

AFCG, Inc.                  Trade Debt                 $75,147

Industrial Building Co.     Unpaid Rent                $59,045

Moviola                     Trade Debt                 $55,546

Guava Studios, LLC          Trade Debt                 $35,709

Moses & Singer              Trade Debt                 $31,469

Total Media Inc.            Trade Debt                 $28,230

Joel Greenwald & Associates Trade Debt                 $18,451

EUE/ScreenGems              Trade Debt                 $16,541

S.J. Golden Associates      Trade Debt                 $11,000

American Express            Trade Debt                  $9,914

Sound Lounge                Trade Debt                  $9,565

Howard Schwartz Recording,  Trade Debt                  $8,776
Inc.

Audio Engine                Trade Debt                  $7,770

Reliable Paper Supply Co.   Trade Debt                  $6,838

Moving Images Post          Trade Debt                  $6,612
Production
VYVX Inc.                   Trade Debt                  $5,680

Interactive FX              Trade Debt                  $5,000

B. Photomagnetic Sound's 20 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Valoc Enterprises           Trade Debt                 $39,372

The L.A. Studios Inc.       Trade Debt                 $14,592

Allied Specta Guard         Trade Debt                 $8,079

Comfort Diner               Trade Debt                 $5,130

EUE/ScreenGems              Unpaid Rent                $4,320

Allied Office Products      Trade Debt                 $3,103

Total Media                 Trade Debt                 $2,860

Ess-A-Bagel, Inc.           Trade Debt                 $2,484

Associated Production Music Trade Debt                 $2,050

VNU Business Media Inc.     Trade Debt                 $1,800

POP Sound                   Trade Debt                 $1,426

Technical Comfort           Trade Debt                 $1,262

Honeywell Inc.              Trade Debt                 $1,237

Urbanexpress                Trade Debt                 $1,098

Delta Waste                 Trade Debt                   $974

Mangia                      Trade Debt                   $887

Chicago Recording           Trade Debt                   $800

Jane's Deli                 Trade Debt                   $515

Abitino Pizza Restaurant    Trade Debt                   $438

Quik Trak                   Trade Debt                   $412


EMMIS COMMS: Exploring Interest in News Corp.'s TV Assets
---------------------------------------------------------
Emmis Communications Corporation (Nasdaq: EMMS) has been engaged
in preliminary discussions with News Corporation relative to
Emmis' interest in acquiring certain of News Corp.'s television
properties.

Emmis has in the past explored strategic transactions to grow
its television division with a view toward separating its
television and radio businesses.  The Company contemplates that
any transaction would be effected with the participation of
private equity partners and with the intent to deleverage the
Company's balance sheet.

In an attempt to facilitate a transaction, Emmis has explored
the possibility of combining its purchase of the television
properties with the acquisition of the Los Angeles Dodgers team
by an investor group in which Emmis would own a minority
interest and therefore not consolidate the financial results.

Emmis emphasized that the aforementioned discussions with News
Corp., have been preliminary in nature.

Emmis Communications is an Indianapolis-based diversified media
firm with radio broadcasting, television broadcasting and
magazine publishing operations. Emmis' 18 FM and 3 AM domestic
radio stations serve the nation's largest markets of New York,
Los Angeles and Chicago as well as Phoenix, St. Louis,
Indianapolis and Terre Haute, IN. In addition, Emmis owns two
radio networks, three international radio stations, 16
television stations, award-winning regional and specialty
magazines, and ancillary businesses in broadcast sales and
publishing. Emmis has announced the acquisition of a majority
interest in six radio stations in Austin, Texas. Pending
approvals from the Federal Communications Commission and other
regulatory agencies, the transaction is expected to close in the
company's second fiscal quarter. After the close of the
transaction, Emmis will own 27 radio stations in eight markets.

                         *    *    *

As previously reported in Troubled Company Reporter, Standard &
Poor's Ratings Services assigned its single-'B'-plus bank loan
rating to the $500 million senior secured term loan B of Emmis
Operating Co. All other ratings on Emmis and its parent company,
Emmis Communications Corp., including the single-'B'-plus
corporate credit rating, are affirmed. The outlook is stable.


ENRON ALLIGATOR: Case Summary & 18 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Enron Alligator Alley Pipeline Company
        1400 Smith Street
        Houston, Texas 77002

Bankruptcy Case No.: 03-12088

Type of Business: The Debtor, an affiliate of Enron Corp., owns
                  a 110 mile pipeline that originates in
                  Sunniland, Florida and terminates at Fort
                  Lauderdale, Florida.

Chapter 11 Petition Date: April 4, 2003

Court: Southern District of New York (Manhattan)

Judge: Arthur J. Gonzalez

Debtors' Counsel: Brian S. Rosen, Esq.
                  Weil, Gotshal & Manges LLP
                  767 Fifth Avenue
                  New York, New York 10153
                  Tel: 212-310-8602
                  Fax: 212-310-8007

                  and

                  Melanie Gray, Esq.
                  Weil, Gotshal & Manges LLP
                  700 Louisiana, Suite 1600
                  Houston, Texas 77002
                  Tel: (713) 546-5000

Total Assets: $900,000

Total Debts: $1,006,000

Debtor's 18 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Miccosukee Tribe of Indians Rental Payment            $136,339
Of Florida

Custom Staffing, Inc.       Trade                      $22,110

Broward County              Rental Payment             $15,422

John E. Price, Jr.          Rental Payment             $11,047

South Florida Water         Rental Payment              $8,937

Broward County Florida      Rental Payment              $5,416

Sherrod's Heritage II       Rental Payment              $5,197

Collier County              Taxes                       $3,488
Tax Collector

Sunshine State One Call of  Trade                       $2,171
Florida, Inc.

The Collier Company         Rental Payment              $1,675

Seaboard Coast Line         Rental Payment              $1,100
Railroad Company

Florida East Coast Railway  Rental Payment              $1,033
Company, LLC

Lee County Electric         Utility                       $791
Cooperative

Bell South                  Telephone                     $586

Ansercom                    Telephone                     $490

Internal Improvement Trust  Rental Payment                $464

Bureau of Indian Affairs,   Rental Payment                 $62
Seminole Agency

United States Department    Rental Payment
of the Interior


ENRON CORP: EPMI Sues United Illuminating to Recover $8 Million
---------------------------------------------------------------
Jonathan D. Polkes, Esq., at Cadwalader, Wickersham & Taft, in
New York, relates that on December 28, 1999, Enron Power
Marketing Inc. and United Illuminating Company entered into a
Wholesale Power Supply Agreement along with certain Transaction
Agreements.  The WPSA sets forth the basic terms pursuant to
which EPMI would provide, and UIC was obligated to receive and
pay for, Power at specified prices and for fixed delivery terms.
On that same day, UIL Holdings Corporation executed the UIL
Holdings Corporation Guaranty, in which UIL guaranteed the full
and timely payment of UIC's financial obligations under the WPSA
and related Transaction Agreements to EPMI.

Pursuant to the WPSA, EPMI agreed to sell Power to UIC and UIC
agreed to accept delivery of and pay for Power until the
expiration of the Delivery Term.  Moreover, Mr. Polkes recounts
that the WPSA provides a list of Events of Default, including,
inter alia:

    (i) any representation or warranty made by the Defaulting
        Party under the WPSA will be false or misleading in any
        material respect at any time during the Term;

   (ii) the Defaulting Party will fail to make, when due, any
        payment required by the WPSA if the failure is not
        remedied within three Business Days after written
        failure is given by the other Party;

  (iii) the Defaulting Party will fail in any material respect
        to comply with, observe or perform any covenant or
        obligation to be performed under the WPSA and the
failure
        is not excused by Force Majuere and the failure is not
        cured within 10 Business Days after written notice
        thereof to the Defaulting Party;

   (iv) the occurrence of a Material Adverse Change with respect
        to the Defaulting Party, unless the Defaulting Party
        establishes and maintains for so long as the Material
        Adverse Change is Continuing, Performance Assurance in
        favor of the Non-Defaulting Party; and

    (v) the Defaulting Party is subject to a Bankruptcy Event.

Thus, Mr. Polkes points out, the WPSA specifically contemplates
that one or the other party may file for bankruptcy relief and
expressly states the parties' rights and obligations in that
event.

In addition, the WPSA provides that when an Event of Default is
triggered, the Non-Defaulting Party may, for so long as the
Event of Default is continuing, designate an Early Termination
Date on which the WPSA will terminate, along with the
Transactions Agreements.

When an Early Termination Date has been designated, one party
owes the other an Aggregate Termination Amount.  The Aggregate
Termination Amount is determined by calculating and combining
the Termination Amount under the WPSA and Transaction
Agreements. The Non-Defaulting Party will calculate the Gains,
Losses and Costs resulting from the termination of the WPSA and
the Transaction Agreements.  Gains, Losses and Costs will be
determined by comparing the value of the Contract Quantities at
the Prices under the Agreement has it not been terminated to the
same Contract Quantities at the relevant market prices for the
remaining Delivery Term.  Within 15 days of the Early
Termination Date, the Non-Defaulting Party will notify the
Defaulting Party of the Aggregate Termination Amount.  The
Defaulting Party will then pay the Aggregate Termination Amount
within five business dates of receipt of notice.

Mr. Polkes recounts that on November 28, 2001, all three major
credit ratings agencies downgraded Enron Corp.'s credit rating
from investment grade to non-investment grade.  The next day,
UIC sent EPMI a letter in which it asserted that the credit
downgrade was an Event of Default under the WPS.

Notwithstanding the November 29 letter, Mr. Polkes notes that
UIC continued to perform under the WPSA as if there were no
defaults by EPMI, including continuing to accept Power EPMI
delivered through December 2001, for which UIC owed EPMI
$16,488,925 on a net basis after allowing for certain
deductions.  However, UIC failed to pay the full amounts of the
Delivered Power in December 2001.  Instead, on December 21,
2001, UIC sent a letter to EPMI stating that, as a result of
EPMI's bankruptcy filing, EPMI was in default of the WPSA and
the Transaction Agreements.  UIC further declared January 1,
2002 as the Early Termination Date for the WPSA and Transaction
Agreements.

On January 15, 2002, UIC informed EPMI that it has calculated a
net aggregate loss of $21,227,290.  UIC also informed EPMI that
it was setting off that amount against the monies it owed to
EMPI for power deliveries during the months of November and
December 2001.  In addition, UIC will wire to EPMI $8,333,448 --
the remaining amount it owed to EPMI after the purported set-
off.

Mr. Polkes contends that UIC's set-off was a clear violation of
Section 553 of the Bankruptcy Code.  The Aggregate Termination
Amount allegedly owed by EPMI to UIC is a prepetition debt but
the amount UIC owed for the December 2001 delivery of Power by
EPMI is a postpetition debt.  "By attempting to set off the
prepetition amount against the postpetition amount, UIC has
attempted to unlawfully circumvent the bankruptcy process for
collection of debt from the Debtor and to move itself ahead of
other EPMI creditors," Mr. Polkes says.

Mr. Polkes tells the Court that on December 23, 2002, EPMI sent
UIC a letter advising that the set off was improper and demanded
that UIC immediately turnover to EPMI the additional sum of
$8,155,478, plus interest.  To date, UIC has not paid EPMI this
amount.  Likewise, UIL has not paid EPMI the $8,155,478 owed to
UIC, as required by the Guaranty.  Furthermore, despite EPMI'S
repeated requests, UIC has not provided EPMI with the basis for
its calculation that the Aggregate Termination Amount was a net
aggregate loss to UIC amounting to $21,227,290, or any material
necessary for EPMI to confirm UIC's calculation.

Accordingly, EPMI seeks:

    (a) a declaratory relief that UIC's purported set-off is
        invalid, unenforceable, and avoidable pursuant to
        Section 553(a) of the Bankruptcy Code;

    (b) to compel UIC and UIL to turnover the proceeds in its
        possession that originated from the conduct described in
        this Complaint pursuant to Section 542(b) of the
        Bankruptcy Code;

    (c) a declaratory relief that UIC and UIL violated the
        automatic stay provided by Section 362 of the Bankruptcy
        Code when it exercised control over property of the
        estate by wrongfully suspending payment performance
        under the WPSA and the Transaction Agreements and by
        failing to pay amounts due under them;

    (d) a judgment that UIC has breached the express terms of
        the WPSA and the Transaction Agreements by failing to
        pay EPMI for Power in December 2001;

    (e) a judgment that UIL has breached the express terms of
        the Guaranty by failing to provide to EPMI the monies
        owed by UIC to EPMI for Power delivered during December
        2001;

    (f) a judgment that EPMI has suffered substantial damages in
        an amount to be proven at trial as a direct result of
        UIC's and UIL's conduct;

    (g) a declaratory relief that the arbitration provision in
        the WPSA and Transaction Agreements should not be
        enforced given the core issues at hand will have broad
        ramifications in each of the Debtors' Chapter 11 cases;
        and

    (h) a judgment awarding EPMI its attorneys' fees and other
        expenses incurred in this action. (Enron Bankruptcy
        News, Issue No. 61; Bankruptcy Creditors' Service, Inc.,
        609/392-0900)


FAO INC: Secures Nod to Hire Morgan Joseph for Financial Advice
---------------------------------------------------------------
FAO, Inc., and its debtor-affiliates sought and obtained
approval from the U.S. Bankruptcy Court for the District of
Delaware to hire and retain Morgan Joseph & Co., Inc., as
Financial Advisors and Investment Bankers.

The Debtors relate that as part of their strategy, they need a
private placement of preferred equity, common equity financing
or subordinated debt, to support their postpetition, as well as
post-confirmation operations.

Morgan Joseph's services will include:

     a) familiarizing itself to the extent it deems appropriate
        and feasible with the business, operations, properties,
        financial condition, management and prospects of the
        Debtors;

     b) assisting the Debtors in preparing a memorandum (on or
        before February 10, 2003 provided that the Debtors
        timely provide the information necessary for completion)
        for distribution to potential investors, describing the
        Debtors and their businesses, operations, properties,
        financial condition and prospects;

     c) initiating a marketing process by February 3, 2003;

     d) evaluating alternative financing structures; and

     e) assisting the Debtors in any discussions and
        negotiations with any prospective investors.

Morgan Joseph will be paid:

     a) a non-refundable retainer of $150,000 which shall be
        credited against fees payable to Morgan Joseph;

     b) a Financing Fee of:

         i) 5.5% of the amount of any preferred equity or common
            equity sold by any of the Debtors;

        ii) 3.5% of the amount of any subordinated debt or
            mezzanine financing sold by any of the Debtors; plus
            warrants to purchase a number of shares of the
            Debtors' common stock that equals 3.0% of the number
            of shares of common stock equivalents of the Debtors
            inherent in the preferred or common equity financing
            and

     c) a Proposed Transaction Fee of $500,000 to $1 million.

FAO, Inc., along with its wholly-owned subsidiaries, is a
specialty retailer of high-quality, developmental, educational
and care products for infants and children and high quality
toys, games, books and multimedia products for kids through age
12. The Company filed for Chapter 11 protection on January 13,
2003 (Bankr. Del. Case No. 03-10119). Rebecca L. Booth, Esq.,
Mark D. Collins, Esq., and Daniel J. DeFranceschi, Esq., at
Richards, Layton & Finger, P.A. and David W. Levene, Esq., and
Anne E. Wells, Esq., at Levene, Neale, Bender, Rankin & Brill
represent the Debtors in their restructuring efforts.  When the
Company filed for protection from its creditors, it listed
$257,400,000 in total assets and $238,374,000 in total debts.


FC CBO LTD: S&P Junks Second Priority Senior Notes at CC
--------------------------------------------------------
Standard & Poor's Ratings Services placed its rating on the
senior notes issued by FC CBO Ltd./FC CBO Corp., an arbitrage
CBO transaction, on CreditWatch with negative implications. The
rating on the senior notes was previously lowered Aug. 1, 2002
and March 12, 2003; the rating on the second priority senior
notes was previously lowered April 3, 2002, Aug. 1, 2002, and
March 12, 2003.

The current CreditWatch placement reflects factors that have
negatively affected the credit enhancement available to support
the rated notes since the previous rating action in March 2003.

The default of some assets in the collateral pool since the last
rating action is the primary reason for the CreditWatch
placement.

Standard & Poor's noted that as of the most recent monthly
trustee report (March 10, 2003), the senior par value ratio was
at 103.4%, versus the minimum required ratio of 120.0%, and
compared to a ratio of 104.2% at the time of the March 2003
rating action. The second priority senior par value ratio was
88.0%, versus its minimum required ratio of 109.5%, and compared
to a ratio of 88.62% at the time of the March 2003 rating
action.

As part of its analysis, Standard & Poor's will be reviewing the
results of the current cash flow runs generated for FC CBO
Ltd./FC CBO Corp. to determine the level of future defaults the
rated tranches can withstand under various stressed default
timing and LIBOR scenarios, while still paying all of the rated
interest and principal due on the notes. The results of these
cash flow runs will be compared to the projected default
performance of the performing assets in the collateral pool to
determine whether the ratings assigned to the notes remain
consistent with the credit enhancement available. Standard &
Poor's will remain in contact with the collateral manager for
the transaction, the Bank of Montreal.

           RATING PLACED ON CREDITWATCH NEGATIVE

                 FC CBO Ltd./FC CBO Corp.

                     Rating
     Class     To               From        Balance (mil. $)
     Senior    BBB/Watch Neg    BBB                 596.756

                 OTHER OUTSTANDING RATING

                 FC CBO Ltd./FC CBO Corp.

                              Rating      Balance (mil. $)
     2nd Priority Senior      CC                  104.696


FLEMING COMPANIES: Receives Court Approval of First Day Orders
--------------------------------------------------------------
Fleming Companies, Inc., announced that the U.S. Bankruptcy
Court in Wilmington, Delaware approved key first day motions,
which are intended to support the company's vendors, customers,
associates and other stakeholders.

Peter Willmott, Fleming's Interim President and Chief Executive
Officer, said, "[Fri]day marks a positive step forward in
Fleming's reorganization. The approval of our first day motions
provides our stakeholders with needed financial clarity and
permits us to conduct business in the ordinary course. The
court's approval of these motions is key to our ability to
better serve customers, pay trade vendors and continue health
and welfare benefits for our associates."

Fleming's financial and operational stability going forward were
enhanced through the granting of the following motions:

     -- approval for an interim financing commitment of $50
million as a bridge to a permanent $150 million debtor-in-
possession (DIP) financing package for use by the company to
continue operations and to purchase goods and services from
vendors;

     -- approval for the use of Fleming's cash collateral on an
interim basis;

     -- approval of administrative expense status for goods
ordered before the bankruptcy filing but shipped after the
filing;

     -- interim approval of an order prohibiting claimants from
prosecuting claims under the Perishable Agricultural Commodities
Act and the Packers and Stockyard Act, pending further hearing
on April 21, 2003;

     -- continuation of customer programs and practices in the
ordinary course of business, including the company's various
customer rebate and incentive programs, vendor discounts and
vendor ad funds programs;

     -- payment of pre-petition claims related to shipping and
warehousing charges in the ordinary course;

     -- payment of pre-petition and post-petition obligations
for current associates, including wages, salaries, commissions,
business expenses; medical, dental, vision, COBRA, long-term
disability and life insurance benefits; dues and health and
welfare benefits paid on behalf of union associates.

     -- The court set hearings to consider other relief,
including a trade lien and critical vendor relief on April 10,
and establishing a procedures for reclamation claimants on April
21.

The case has been assigned to the Honorable Judge Mary F.
Walrath under case number 03-10945 (MFW) (Jointly Administered).

"Even at this early stage in our reorganization process, we are
making important progress including moving forward on our
permanent DIP financing package and vendor support program. Once
in place, and with the protection of the court process, we will
give our full attention to developing a plan of reorganization
that will enable us to emerge from Chapter 11 a stronger
company," Mr. Willmott said.

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

Fleming Companies Inc.'s 10.625% bonds due 2007 (FLM07USR1) are
trading at about a penny-on-the-dollar, says DebtTraders. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=FLM07USR1for
real-time bond pricing.


FRIEDE GOLDMAN HALTER: Files Plan of Reorganization in Miss.
------------------------------------------------------------
On March 22, 2002, Friede Goldman Halter, Inc., filed its Plan
of Reorganization with the United States Bankruptcy Court. The
Plan of Reorganization contemplated the reorganization of
substantially all of the Company's Offshore and Vessels segments
and the disposition of its AmClyde and Engineered Products
division, as well as the disposition through sale, or otherwise,
of other Company subsidiaries and assets. During 2002 and the
first quarter of 2003, the Company sold all of its operating
divisions, and abandoned its proposal to reorganize its Offshore
and Vessels divisions. The Company is currently evaluating the
net impact of its asset sales in terms of proceeds available for
distribution to creditors; however, as previously declared, no
amounts will be available for distribution to the Company's
equity holders. As a result of these  developments, the Company
needs additional time to evaluate the impact of the Plan of
Reorganization and proofs of claim will have on its consolidated
financial statements.

The Company's only remaining operations are those minimal
operations necessary to continue to seek and obtain approval of
its plan of liquidation by the Bankruptcy Court. As a result of
the sales of substantially all its assets, the bulk of the
Company's employees are working for other entities. Because of
the loss of (a) the majority of its employees and other efforts
to economize along with the extensive analysis, negotiation, and
evaluation involved in formulating a liquidating Plan and the
efforts devoted to seeking approval of the same and (b) its
independent auditors and its marketing to date to successfully
engage another independent accounting firm to audit its
financial statements, it has become impossible for any of the
Company's employees to prepare the information required to be
filed as part of its Form 10-K by the deadline of March 31,
2003.

The Company has ceased virtually all of its business activities
and its corporate existence is maintained solely to marshal its
assets to effectuate liquidation that will result upon
confirmation of the Plan. The Plan is expected to be confirmed
in the second quarter of 2003. Following the consummation of the
sale of its remaining operating division and confirmation of the
Plan, the Plan, as currently proposed to be amended,
contemplates that the undistributed proceeds from the
aforementioned sales and any remaining assets will be vested in
a liquidating trust. At such time, a liquidating trustee will be
appointed pursuant to the Plan and will take responsibility for
the prosecution of any remaining claims, evaluation of claims
against the estates and payments to creditors under the
confirmation of the Plan.

The aggregate amount of creditors' claims against the Company
significantly exceeds the aggregate amount of consideration the
Company will receive in connection with any such sale, and the
holders of the Company common stock are not expected to receive
any value in the liquidation. Trading of the common stock is
expected to be suspended following Confirmation of the Plan on
the day that the Plan becomes effective. It is anticipated that
the Plan will become effective 30 days after the Confirmation
Date. The Company has notified its shareholders that it does not
expect them to receive anything in the liquidation (which
notification was included in the Company's Quarterly Reports on
Form 10-Q filed on August 14, 2002 and November 14, 2002).

In addition, the Company has notified its shareholders that it
does not expect them to receive anything in the liquidation
(which notification was also included in the Company's Quarterly
Reports on Form 10-Q filed on August 14, 2002 and November 14,
2002). The costs of a Form 10-K filing would simply reduce the
amounts available to creditors of the Company.

The Company's counsel has transmitted a letter to the staff of
the Securities and Exchange Commission's Division of Corporation
Finance requesting confirmation of its position that under the
above described circumstances, the Staff will accept, in lieu of
Form 10-K and 10-Q filings, either (i) only a final filing on
Form 8-K in accordance with Item 3(b) of the Form 8-K or (ii)
the Company's monthly reports to the Bankruptcy Court to be
filed with the Commission within 15 calendar days of their
submission to the
Bankruptcy Court.

For the foregoing reasons, the Company is not able to file its
Annual Report on Form 10-K for the year ended December 31, 2002
without unreasonable effort and expense.

The effect of the March 22, 2002 filing of a Plan of
Reorganization with the Bankruptcy Court would be reflected in
any earnings statements to be included in the Form 10-K,
together with the results of operations previously reported and
included in the Form 10-Q for the nine months ending September
30, 2002. The Company's net loss was $9.0 million for the first
quarter of 2002 compared to a net loss of $73.2 million in the
first quarter of 2001. This 64.2 million change is primarily the
result of an adjustment recorded in the 1st quarter of 2001 to
record the unaccredited discount of $55.9 million on the
Company's subordinated notes. Additionally, personnel reductions
and other cost-saving measures were implemented in 2002 as a
result of the Company's filing Chapter 11 in April, 2001.


GENUITY INC: Stipulation Granting Citibank Stay Relief Approved
---------------------------------------------------------------
Erin T. Fontana, Esq., at Ropes & Gray, in Boston,
Massachusetts, relates that, on February 1, 2001, Genuity
Solutions, Inc., entered into a Lease Agreement with Winkler-
Southern Towers Limited Partnership, as landlord, for the use of
certain non-residential real property known as TransDulles
Centre Building 14, and located at 22815 Glenn Drive in
Sterling, Virginia.  Also on February 1, 2001, Genuity Inc.
executed a Guaranty of Lease dated February 1, 2001, pursuant to
which it guaranteed Genuity Solutions' obligations under the
Lease.  On May 15, 2002, in furtherance of its obligations under
the Guaranty, and as a security deposit with respect to the
Lease, Genuity caused Citibank, N.A. to issue an Irrevocable
Letter of Credit for the benefit of Winkler -- No. NY -1591-
30032609 -- amounting to $2,312,552.

As security for its obligation to reimburse Citibank for amounts
drawn under the Letter of Credit, together with applicable
interest, fees and expenses, and pursuant to that certain Master
Pledge and Assignment Agreement dated May 8, 2002, Genuity
pledged and assigned to Citibank a security interest in Bank
Account No. 30508833 maintained with Citibank and the funds held
on deposit.  As of December 31, 2002, the balance in the Cash
Collateral Account was $3,331,750.  The Debtors sought and
obtained the Court's authority to reject the Lease.

On December 20, 2002, Ms. Fontana recounts that Winkler
presented Citibank with the appropriate documents to draw on the
Letter of Credit.  On December 26, 2002, Citibank honored
Winkler's draw request, thereby complying with its obligations
under the Letter of Credit, by wiring $2,312,552 to Winkler, as
the Beneficiary under the Letter of Credit.

Pursuant to the Letter of Credit and the Pledge Agreement, Ms.
Fontana tells the Court that Citibank holds an allowed secured
claim against Genuity amounting to $2,312,552, plus fees and
expenses, as appropriate, and interest accruing on and after
December 26, 2002.  The debt and Claim are mutual obligations.
Because the Letter of Credit Claim is secured by the Cash
Collateral Account, which has a value greater than the Letter of
Credit Claim, Citibank is entitled to interest accruing on and
after December 26, 2002 and any reasonable fees and expenses, if
applicable, pursuant to Section 506(b) of the Bankruptcy Code.

To limit the accrual of interest on the Claim, the Debtors
entered into a stipulation, which grants Citibank relief from
the automatic stay to exercise its right of set-off pursuant to
Section 553.  The Stipulation eliminates an unnecessary burden
on the assets of the estates.

Accordingly, Judge Beatty approves the parties' Stipulation
granting Citibank, N.A. relief from the automatic stay to
exercise its right of set-off. (Genuity Bankruptcy News, Issue
No. 9; Bankruptcy Creditors' Service, Inc., 609/392-0900)


GLOBAL CROSSING: Wants Approval of Interconexion Settlement Pact
----------------------------------------------------------------
Global Crossing Ltd., and its debtor-affiliates ask Judge Gerber
to approve their Settlement Agreement with Interconexion
Electrica S.A.-E.S.P. to resolve the disputes between the
parties.

Michael F. Walsh, Esq., at Weil Gotshal & Manges LLP, in New
York, informs the Court the GX Debtors and Interconexion
Electrica S.A.-E.S.P. are parties to a certain Turnkey Backhaul
Construction, Maintenance and IRU agreement dated November 15,
2000 and a keep-well letter dated November 15, 2000.  The
Construction Agreement provides for Interconexion to build a
terrestrial network for the GX Debtors in Colombia and for the
GX Debtors to grant Interconexion an indefeasible right of use
on this network.

Mr. Walsh relates that the GX Debtors have made payments to
Interconexion totaling $16,707,925 and are obligated for an
additional $4,568,075.  The $4,568,075 does not include
$2,000,000, which Interconexion claims is outstanding but the GX
Debtors dispute.  The Colombia Network is substantially
complete. However, the Colombia Network is not connected to the
GX Debtors' Network and the GX Debtors have not made any use of
the Colombia Network.  Moreover, the GX Debtors have determined
that they will not have a use for the Colombia Network in the
foreseeable future.

Following extensive arm's-length negotiations, the Debtors and
Interconexion reached a settlement agreement, which provides
for:

      (i) termination of the Construction Agreement and Keep-
          Well Letter;

     (ii) title to the Colombia Network remaining with
          Interconexion;

    (iii) the Debtors' retention of an option to require
          Interconexion to enter into a new construction
          Agreement;

     (iv) Interconexion's waiver of its claims against the
          Debtors;

      (v) the Debtors' waiver of their claims against
          Interconexion;

     (vi) the allocation of certain proceeds among the Debtors
          and Interconexion in the event of a sale; and

    (vii) mutual releases.

The salient terms of the Settlement Agreement are:

    A. The Agreement and Keep-Well Letter are terminated without
       liability or obligation of any party.

    B. All rights, title, and interest in the Property will
       remain with Interconexion, free and clear of any claims
       and interests.  Interconexion will have the right to use,
       sell, lease or otherwise dispose of the property without
       any obligation or liability to the Debtors.

    C. All right, title, and interest in the Property will
       remain with Interconexion, free and clear of any claims,
       except that any use by Interconexion of the Property
       during the Term will be subject to the Debtors' prior
       written approval.

    D. At any time during the Term, the Debtors have the option
       to require Interconexion to enter into an agreement,
       which is materially equivalent to the Construction
       Agreement after:

         (i) 90 calendar days notice to Interconexion;

        (ii) the lump sum payment to Interconexion of $5,327,489
             plus $210,000 per year calculated from July 20,
             2001;

       (iii) the lump sum payment to Interconexion of $7,500 per
             month plus applicable VAT and stamp taxes
             calculated from July 20, 2001; and

        (iv) the payment to Interconexion of the amount to
             complete the Work.

    E. Interconexion will offer the Debtors the right of first
       refusal in the event that Interconexion receives a bona
       fide offer for the Property.

    F. During the Term, Interconexion will use its reasonable
       and diligent efforts to sell, lease or dispose of or
       transfer the Property for value to be allocated to both
       Interconexion and the Debtors in accordance with the
       Settlement Agreement.

Mr. Walsh asserts that the Settlement Agreement is a fair
resolution of the outstanding issues between the parties and is
in the best interests of the Debtors' estates.  The Debtors have
determined that they have no need for the Colombia Network at
the present time.  Pursuant to the Construction Agreement, the
Debtors are obligated to Interconexion for an additional
$4,568,075.  Moreover, Interconexion asserts that it is owed
$2,000,000, in addition to the $4,568,075, which the Debtors
dispute.  Were the Debtors to assume the Construction Contract,
Mr. Walsh states that they would be required to pay a $4,568,075
cure amount, plus settle Interconexion's additional $2,000,000
claim, in order to retain a terrestrial network for which they
have no use at the current time.  Moreover, because the Columbia
Network is not connected to the Debtors' Network, assuming the
Construction Agreement would require the Debtors to incur
substantial further costs to connect the Columbia Network to the
Network.  Rejecting the contract is not an attractive
alternative as it would result in the definitive loss of the
$16,707,925 already paid to Interconexion for the Colombia
Network.

Pursuant to the Settlement Agreement, the Debtors:

      (i) eliminate any future payment obligations to
          Interconexion;

     (ii) retain an option to reinstate the Construction
          Agreement should the Debtors have a need for the
          Colombia Network; and

    (iii) receive a portion of the proceeds in the event
          Interconexion sells the SAC IRU.

By retaining an option to reinstate the Construction Agreement,
the Debtors have essentially extended the time they have to
decide whether to pay the outstanding amounts under the
Construction Agreement and to take possession of the Columbia
Network. (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
trading at about 3 cents-on-the-dollar, says DebtTraders. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=GBLX06USR1
for real-time bond pricing.


GLOBAL PALATE INC: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Global Palate Inc.
        6 Bowery, 6F
        New York, New York 10013

Bankruptcy Case No.: 03-12028

Type of Business: Real Estate Management

Chapter 11 Petition Date: April 3, 2003

Court: Southern District of New York (Manhattan)

Judge: Cornelius Blackshear

Debtor's Counsel: Neil R. Flaum, Esq.
                  42 Broadway, Suite 1749
                  New York, NY 10004
                  Tel: 212-509-7400
                  Fax : (212) 509-0740

Total Assets: $1,405,603

Total Debts: $1,135,000


GLOBALSTAR: Thermo Pitches Winning Bid as New Equity Investor
-------------------------------------------------------------
Globalstar, the world's most widely-used handheld satellite
phone service, announced the completion of its auction to select
an equity investor who will fund the company toward the
completion of its Chapter 11 process. Globalstar, in
consultation with its official committee of unsecured creditors,
selected Thermo Capital Partners as the successful bidder.

Under its proposal, which is subject to approval by the U.S.
Bankruptcy Court in Delaware, Thermo will invest up to $55
million in exchange for a 67% stake in Globalstar. The remainder
of the equity will be held by the company's creditors, which
include Loral Space & Communications, Qualcomm Incorporated and
holders of Globalstar L.P. bonds.

This announcement represents the conclusion of a seven-week,
court-approved process in which Globalstar and the creditors'
committee worked with several potential investors toward the
final auction earlier this week. As next steps, Globalstar will
seek confirmation of the auction results by the Bankruptcy Court
and will work with Thermo to document the proposal.

Thermo Capital Partners is part of the Thermo Companies, based
in New Orleans, LA, and Denver, CO, a highly successful group of
privately-held companies focused on opportunities in the
telecommunications, power generation, natural resources and real
estate industry. For more information, visit the Thermo Web site
at http://www.thermocompanies.com

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


GLOBE METTALURGICAL: Case Summary & 20 Largest Unsec. Creditors
---------------------------------------------------------------
Debtor: Globe Metallurgical Inc.
        County Road 32
        P.O. Box 157
        Beverly, Ohio 45715
        aka Globe Tech

Bankruptcy Case No.: 03-12006

Type of Business: The Debtor is the largest domestic producer
                  of silicon-based foundry alloys and one of
                  the largest domestic producers of silicon
                  metal.

Chapter 11 Petition Date: April 2, 2003

Court: Southern District of New York (Manhattan)

Judge: Cornelius Blackshear

Debtor's Counsel: Timothy W. Walsh, Esq.
                  Piper Rudnick, LLP
                  1251 Avenue of the Americas
                  New York, NY 10020-1104
                  Tel: (212) 835-6216
                  Fax : (212) 835-6001

Estimated Assets: $50 Million to $100 Million

Estimated Debts: $50 Million to $100 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                                            Claim Amount
------                                            ------------
Alabama Power Company                               $1,274,254
PO Box 242
Birmingham, AL 35292

Primet Corporation                                    $885,768
1450 E. American Lane
Suite 1220
Schaumburg, IL 60173

Niagara Mohawk                                        $691,441
300 Erle Boulevard
West Syracuse
Syracuse, NY 13202

B A G Corporation                                     $621,374
PO Box 971570
Dallas, TX 75397-1570

American Compressed Steel                             $603,174
PO Box 1817
Cincinatti, OH 45201-0000

Ohio Valley Alloy Services                            $594,278
100 Westview Avenue
Marietta, OH 45750

American Electric Power                               $408,370
PO Box 24002
Canton, OH 44701-4002

Kingfisher Inc.                                       $383,815
Seaman Timber Co.
PO Box 372
Montevallo, AL 35115

GE Power Systems                                      $301,365
PO Box 640611
Pittsburgh, PA 152649-0611

Niagra Erecting Inc.                                  $276,495
500 Ohio Street
Lockport, NY 14094

Cometals                                              $258,492
222 Bridge Plaza South
Fort Lee, NJ 07024

Pechiney World Trade (USA)                            $227,075

CSX Transportation                                    $217,821

Deep South Freight                                    $207,327

Struemph Charcoal Works                               $207,327

Cash Sand & Gravel                                    $197,315

McClymonds Supply & Transit Co.                       $191,195

SGL Carbon LLC                                        $172,720

B&B Lumber Company                                    $169,477

Perkins Cole                                          $160,768


GREAT NORTHERN: Taps Beesley Associates as Financial Consultants
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Maine gave its
stamp of approval to Great Northern Paper, Inc.'s application to
employ Beesley Associates, Inc., as its Accountants and
Financial Consultants.

Beesley will provide:

     a. assistance in the preparation of reports or filings as
        required by the Bankruptcy Court or the Office of the
        United States Trustee, including, but not limited to,
        schedules of assets and liabilities, statement of
        financial affairs, mailing matrix and monthly operating
        reports;

     b. assistance in the preparation of financial information
        for distribution to creditors and other parties-in-
        interest, including, but not limited to, reports
        required by certain cash collateral orders entered by
        this Court, analyses of cash receipts and disbursements,
        financial statement items and proposed transactions for
        which Bankruptcy Court approval is sought;

     c. assistance with analysis, tracking and reporting
        regarding cash collateral and any debtor-in-possession
        financing arrangements and budgets;

     d. analysis of assumption and rejection issues regarding
        executory contracts and leases;

     e. assistance in preparing business plans and analyzing the
        business and financial condition of the Debtor;

     f. assistance in evaluating reorganization strategy and
        alternatives available to the Debtor;

     g. analysis and critique of the Debtor's financial
        projections and assumptions;

     h. assistance in the preparation of enterprise, asset and
        liquidation valuations;

     i. assistance in preparing documents necessary for
        confirmation, including, but not limited to, financial
        and other information contained in the plan of
        reorganization and disclosure statement;

     j. advice and assistance to the Debtor in negotiations and
        meetings with bank lenders, creditors and any formal or
        informal committees;

     k. litigation consulting services and expert witness
        testimony regarding avoidance actions or other matters;
        and

     l. other such functions as requested by the Debtor or its
        counsel to assist the Debtor in its business and
        reorganization.

Beesley's professionals charge:

          Robert M. Calhoun           $281 per hour
          James M. Koloski            $250 per hour

for their services.

Great Northern Paper, Inc., one of the largest producers of
groundwood specialty papers in North America, filed for chapter
11 protection on January 9, 2003 (Bankr. Maine Case No. 03-
10048).  Alex M. Rodolakis, Esq., and Harold B. Murphy, Esq., at
Hanify & King, P.C., represent the Debtor in its restructuring
efforts.  When the Company filed for protection from its
creditors, it listed debts and assets of more than $100 million
each.


HAWAIIAN AIRLINES: Bringing-In Cades Schutte as Local Counsel
-------------------------------------------------------------
Hawaiian Airlines, Inc., asks for permission from the U.S.
Bankruptcy Court for the District of Hawaii to employ Cades
Schutte as its Local Bankruptcy Counsel.

The Debtor assures the Court that Cades Schutte has considerable
experience in bankruptcy, corporate law, commercial law, real
estate law, tax law and other areas of law, and are well
qualified to represent the Debtor in this proceeding.

Cades Schutte is expected to:

     a) give the Debtor legal advice with respect to its powers
        and duties as a debtor and debtor in possession in the
        continued operation of its business and management of
        its property;

     b) represent the Debtor in proceedings or hearings in the
        Bankruptcy Court involving matters of bankruptcy law;

     c) assist the Debtor in the preparation of applications,
        accounts, answers, orders and reports;

     d) assist the Debtor in the negotiation, preparation,
        confirmation and implementation of a Plan of
        Reorganization; and

     e) perform such other legal services for Debtor as debtor
        in possession which may be necessary in this case.

The individuals currently designated to represent the Debtor in
this matter and their current hourly rates are:

          Nicholas C. Dreher        $275 per hour
          Theodore D.C. Young       $210 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 represent
the Debtor in its restructuring efforts.  When the Company filed
for protection from its creditors, it listed debts and assets of
more than $100 million each.


HAYES LEMMERZ: Posts Significant 2002 Operating Income Growth
-------------------------------------------------------------
Hayes Lemmerz International, Inc. (OTC: HLMMQ), one of the
world's largest suppliers of wheels to the automotive industry,
reported this past Wednesday a $0.3 million operating loss in
the year ended January 31, 2003, compared with a $210.6 million
operating loss a year earlier. Sales for fiscal 2002 were $2.00
billion, essentially even with $2.04 billion a year earlier.

"Our significantly improved operating performance shows that
Hayes Lemmerz is on the road to financial recovery," said Curt
Clawson, Chairman and Chief Executive Officer. "With the
substantial operational improvements we have made and our
financial restructuring, we are building a company that competes
formidably, serves its customers well, and prospers
financially." He noted that Hayes Lemmerz expects to emerge from
Chapter 11 soon with a strong balance sheet and ample financial
resources. As previously announced, the Company has obtained a
commitment for up to $550 million of exit financing.

Hayes Lemmerz recorded a loss of $634.5 million for the fiscal
year ended January 31, 2003, including a non-cash, one-time
charge of $554.4 million due mostly to the cumulative effect of
a change in the accounting treatment of goodwill and indefinite-
lived intangible assets. Excluding the $554.4 million charge,
the Company reported a loss of $80.1 million in fiscal 2002,
compared with a loss of $399.4 million a year earlier.

The $554.4 million charge had no effect on the Company's cash
position or liquidity. As of the end of its fiscal year on
January 31, 2003, Hayes Lemmerz had $551.8 million of current
assets, including $66.1 million of cash and cash equivalents,
with $374.5 million total current liabilities.

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

Hayes Lemmerz International, Inc., is one of the world's leading
global suppliers of automotive and commercial highway wheels,
brakes, powertrain, suspension, structural and other lightweight
components. The Company has 44 plants, 3 joint venture
facilities and 11,100 employees worldwide.

DebtTraders says that Hayes Lemmerz's 11.875% bonds due 2006
(HLMM06USS1) are trading at about 52 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=HLMM06USS1
for real-time bond pricing.


HAYES LEMMERZ: Solicitation Period Extended to April 28
-------------------------------------------------------
Hayes Lemmerz International, Inc., (OTC: HLMMQ) said that,
following discussions with certain of its creditors, it has
moved to further extend the deadline for submitting votes on its
Plan of Reorganization from April 4, 2003 to April 28, 2003. The
Company also requested that the hearing on confirmation of the
Plan be continued to May 7, 2003, which is the next available
hearing date in the Company's Chapter 11 case. The extensions
will provide the Company, its prepetition secured lenders and
certain of its unsecured creditors additional time to discuss
issues between those creditor classes over proposed Plan
distributions and other matters.

Commenting on the request for an extension, Curtis J. Clawson,
the Company's Chairman and CEO, said, "We are pleased that our
creditors are engaged in a constructive dialogue to resolve
their issues. Extensions of time to permit these discussions are
common in large and complex Chapter 11 cases such as ours. We
are optimistic that our creditors will resolve their differences
in the near term. Our business remains strong and the Company's
outlook is bright."

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

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


IMC GLOBAL: Annual Shareholders' Meeting Slated for May 16, 2003
----------------------------------------------------------------
IMC Global Inc., (NYSE: IGL) announced that its 2003 Annual
Meeting of Stockholders will be held on Friday, May 16, at 12
noon (local time) at the Company's headquarters offices, 100
South Saunders Road, Lake Forest, Illinois.

Common stockholders of record at the close of business on
March 31, 2003 will be entitled to notice of and to vote at the
2003 Annual Meeting of Stockholders.

With 2002 revenues of $2.1 billion, IMC Global is the world's
largest producer and marketer of concentrated phosphates and
potash crop nutrients for the agricultural industry and a
leading global provider of feed ingredients for the animal
nutrition industry.  For more information, visit IMC Global's
Web site at http://www.imcglobal.com

As previously reported, Fitch Ratings assigned a 'BB' rating to
IMC Global Inc.'s new 11.25% senior unsecured notes due June 1,
2011. Fitch has affirmed the 'BB+' rating on the senior secured
credit facility, the 'BB' rating on the existing senior
unsecured notes with subsidiary guarantees and the 'B+' rating
on the senior unsecured notes with no subsidiary guarantees. The
Rating Outlook has been changed to Negative from Stable.


INSCI CORP: Completes $2-Million Convertible Debt Refinancing
-------------------------------------------------------------
INSCI Corp. (OTC Bulletin Board: INSS), a leading supplier of
Electronic Statement Presentment, Enterprise Content Management,
and Integrated Document Archive and Retrieval Systems, announced
the completion of a refinancing of its existing $2 million
convertible debt facility with Paramus, NJ-based Selway
Partners, LLC, and Wayne, PA-based CIP Capital L.P.

The refinancing agreement with Selway and CIP provides for
payment of the outstanding debt in monthly installments of
principal with interest accruing at 10 percent per annum over a
three-year term and contains a prepayment provision.  On January
17, 2003, the Company paid approximately $305,000 toward the
interest on then-outstanding indebtedness, which consisted of
principal and accrued interest of approximately $2.5 million.
The agreement also provides for an extension of the previous
Selway optional redemption provision for a period of one year.

The Selway-CIP convertible debt is convertible into the
Company's Series A Preferred Stock and ultimately into Common
Stock.  Pursuant to the refinancing, the price at which the
Selway-CIP convertible debt is convertible into common stock was
revised from $0.65 per share to $0.11 per share. Additionally,
as part of the refinancing, Selway, Selway Management, Inc., and
the Company also amended certain terms of the previously
announced June 21, 2001 financing by Selway in return for which
Selway Management, Inc. received a pre-payment of INSCI
convertible-debentures that are convertible into Series B
Preferred Stock and ultimately to Common Stock.  Additionally,
Selway converted outstanding debt in the sum of $1,035,000 into
123,344 shares of Series B Preferred Stock.

INSCI President and CEO Henry F. Nelson said, "This debt
refinancing allows the Company to continue implementing a number
of important changes in all areas of the operation and to
execute our turnaround strategy, while developing and marketing
additional products such as ESP+mailstore, an e-mail archive and
retrieval application.  We believe that the progress to date,
coupled with our profitability over the last five quarters, were
the primary reasons contributing to Selway's and CIP's agreeing
to refinance the existing debt."

INSCI Corp., is a leading provider of highly scalable digital
content repository solutions that provide high-volume
presentment, preservation, and delivery functions via networks
or the Internet.  Its award-winning products bridge value
documents with front-office mission critical and customer-
centric applications by web-enabling legacy-generated reports,
bills, statements and other important business content.  The
Company has strategic partnerships and relationships with such
companies as Unisys, PFPC, EMC, SunMicrosystems and Xerox.  For
more information about INSCI, visit http://www.insci.com For
additional investor relation's information, visit the Allen &
Caron Inc web site at http://www.allencaron.com

INSCI Corporation's December 31, 2002 balance sheet shows a
working capital deficit of about $5 million, and a total
shareholders' equity deficit of about $4.6 million.


INTERNATIONAL PAPER: Will Publish 1st Quarter Results on Apr. 24
----------------------------------------------------------------
International Paper (NYSE: IP) will release first-quarter 2003
earnings on Thursday, April 24, 2003, before the opening of the
New York Stock Exchange. The company will host a webcast to
discuss earnings and current market conditions at 10 a.m. EDT
that day.

All interested parties are invited to listen to the webcast live
via the company's Internet site at
http://www.internationalpaper.comby clicking on
the Investor Information button.  Persons who wish to listen to
the live earnings webcast must pre-register at the site in
advance of the webcast. Registration will be available beginning
at 3 p.m. EDT, on Wednesday, April 23.

A replay of the webcast will also be available on the Web site
beginning approximately at 1 p.m. EDT on April 24.

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

As previously reported, Standard & Poor's Ratings Services has
assigned its 'BB+' preferred stock ratings to International
Paper Co.'s $6 billion mixed shelf registration.


KAISER ALUMINUM: Wants to Honor & Pay Canada Prepetition Claims
---------------------------------------------------------------
Kaiser Aluminum & Chemical of Canada Limited operates an
aluminum extrusion facility in London, Ontario that specializes
in the production, fabrication and finishing of aluminum parts
for use in automotive, truck, trailer and other industrial
products. According to Daniel J. DeFranceschi, Esq., at
Richards, Layton & Finger, the Ontario Facility is critical to
the Debtors' engineered products business.  The Ontario Facility
is the Debtors' sole manufacturing facility in Canada and is a
profitable operation that generates $75,000,000 to $100,000,000
annual revenues.

If it ceases manufacturing engineered products, Mr. DeFranceschi
explains that the Ontario Facility would cause the Debtors to
lose their primary source of business in the automotive market,
and significantly harm the Debtors' overall ability to maintain
their current and growing position as a key supplier of
automotive aluminum products.  Because of the typically lengthy
product and manufacturing qualification process in the
automotive market segment, and because most of the Debtors'
engineered products facilities have a focused customer base, the
Debtors also cannot shift the production of specific products to
other facilities without incurring substantial expense, delay
and possible loss of business.

Unfortunately, in view Kaiser Canada Limited's Chapter 11
Petition, the Debtors anticipate that certain creditors in
Canada may take actions to enforce rights or to collect debts,
including prepetition debts, if the obligations are not paid as
they come due in the ordinary course of business.  Because the
automatic stay under Section 362 of the Bankruptcy Code may not
be enforceable in Canada and because Kaiser Canada Limited's
ancillary proceeding there contemplates that the debts are to be
paid in the ordinary course as they come due, the Debtors fear
that Kaiser Canada Limited's creditors may foreclose on the
Ontario Facility's assets.  This would jeopardize the operations
at the Ontario Facility, resulting in an inability to meet
customer demands.

A full proceeding under the Canadian Companies' Creditors
Arrangement Act, R.S.C. 1985 c. C-36, is necessary to
effectively stay creditors in Canada from taking actions to
collect a debt due and owing.  However, Mr. DeFranceschi tells
the Court, Kaiser Canada Limited may not be entitled to this
relief.

To ensure the continued operation at the Ontario Facility
without interruption, the Debtors sought and obtained the
Court's authority to pay all prepetition claims of employees and
non-affiliated creditors in the ordinary course of business,
other than the liabilities related to the Debtors' pension
funding obligations.  Mr. DeFranceschi points out that the
Debtors' failure to meet commitments to their customers would
result not only in a loss of revenue, but also a loss of
customers, which would irreparably harm Kaiser Canada Limited's
operations and jeopardize the Debtors' reorganization efforts.

In contrast to the potential irreparable harm that could occur,
Mr. DeFranceschi indicates that the total amount of prepetition
claims Kaiser Canada Limited will pay are relatively immaterial.
Excluding employee compensation and tax claims that would be
entitled to priority under Section 507 of the Bankruptcy Code in
any event, the estimated aggregate amount of prepetition claims
is less than $400,000.  More than $240,000 of that amount
relates to trust fund taxes and customer obligations.

              Employee Compensation and Benefits

Kaiser Canada Limited currently employs 210 hourly and 43
salaried employees in Canada.  The Employees perform a variety
of critical functions, including manufacturing, marketing,
product research, customer service, finance, accounting, human
resources, administration and operations.  The Employees'
skills, specialized knowledge and understanding of Kaiser Canada
Limited's infrastructure and operations, and the continued and
uninterrupted service of the Employees are all essential to
Kaiser Canada Limited's continuing operations and to its ability
to reorganize.

As of the Petition Date, many of the Employees were owed or had
accrued various sums for wages, salaries, vacation pay and other
accrued compensation, as well as business expenses incurred in
connection with the performance of their job responsibilities.
Kaiser Canada Limited also owes or had accrued monthly payroll-
related taxes for state medical benefits provided to the
Employees.  In addition, Kaiser Canada Limited had obligations
for, or with respect to, the Canadian equivalent to 401(k)
savings programs and other retirement plans, garnishment, child
support, union dues and other similar programs on account of
which it deducts a sum of money from an Employee's paycheck and
remits the Deduction to a third party.

The Debtors estimate Kaiser Canada Limited's unpaid obligations
to be:

            Amount   Claim Type
            ------   ----------
          $415,000   prepetition wages and salaries
           350,000   accrued vacation
             3,000   prepetition business expenses
            32,500   payroll taxes and medical benefits
             8,500   Deductions

                    Prepetition Trust Fund Taxes

Ordinarily, Kaiser Canada Limited collects certain sales and
similar-type taxes from its customers and withholds certain
taxes, like income taxes, from its employees' paychecks.  Kaiser
Canada Limited holds these taxes that it collects or withholds
for a period of time before remitting them to the appropriate
taxing authorities.  The Debtors believe that $170,000 of the
Trust Fund Taxes were collected before the Petition Date, but
not yet remitted by Kaiser Canada Limited to the applicable
Taxing Authorities.

                  Prepetition Customer Obligations

Kaiser Canada Limited also engages in marketing, sales and other
customer-targeted practices to develop and sustain positive
reputations for its products in the marketplace.  These
customer-targeted practices include volume discount programs,
refunds, credits and warranties to cover products sold to the
customers. Although Kaiser Canada Limited is unable to estimate
with any degree of certainty the aggregate sum of Customer
Obligations that may be outstanding as of the Petition Date, the
Debtors maintain that these items typically aggregate on an
annual basis at 1% to 2% of the net sales.  Based on Kaiser
Canada Limited's $75,000,000 to $80,000,000 net sales for the
fiscal year 2002, the Debtors expect Kaiser Canada Limited's
Customer Obligations to aggregate $75,000 to $150,000 per month.

                  Prepetition Trade Claims

On the Petition Date, Kaiser Canada Limited had outstanding a
modest amount of payables owed to a variety of vendors.  The
Debtors estimate that the aggregate amount of Prepetition Trade
Claims is no more than $120,000, virtually all of which is owed
to Canadian creditors.

                         Tax Claims

As of the Petition Date, Kaiser Canada Limited had outstanding
obligations in respect of prepetition federal Canadian,
provincial and local sales taxes, income taxes, capital taxes
and property taxes.  The Debtors expect Kaiser Canada Limited to
owe:

            Amount   Claim Type
            ------   ----------
           $20,000   federal Canadian government for sales taxes
            10,000   Ontario provincial sales taxes
            70,000   federal Canadian income taxes
            20,000   Ontario provincial income and capital taxes
            10,000   City of London property taxes

In addition, the Debtors report that an income tax audit by
Revenue Canada of Kaiser Canada Limited's tax years ended
October 31, 1996 and October 31, 1997 resulted in a $1,300,000
audit assessment attributable to tax years ended October 31,
1998 through December 31, 2000.  Although the tax years ended in
1998 through 2000 were not audited and may later be audited, the
assessment is attributable to years 1998 through 2000 because
the audit resulted in the use of more net operating losses in
1996 and 1997, leaving fewer net operating losses for the later
years. The income tax audit also resulted in a $400,000
assessment in October 2002 of the non-resident dividend
withholding tax from Revenue Canada.

Both audit assessments are being appealed by Kaiser Canada
Limited.  One-half of the $1,300,000 amount was to become due
around the end of February with the remaining one-half deferred
pending the outcome of the appeal.  Also, none of the $400,000
amount was currently due with the entire amount deferred pending
the outcome of the appeal.

Kaiser Canada Limited is jointly owned by Kaiser Aluminum &
Chemical Canada Investment Limited -- 82.63% and by Debtor
Kaiser Aluminum & Chemical Investment, Inc. -- 17.37%.  As of
November 30, 2002, Kaiser Canada Limited had $56,000,000 in
assets and $24,000,000 in liabilities. (Kaiser Bankruptcy News,
Issue No. 24; Bankruptcy Creditors' Service, Inc., 609/392-0900)

Kaiser Aluminum & Chemicals' 12.75% bonds due 2003 (KLU03USR1)
are trading at about 3 cents-on-the-dollar, says DebtTraders.
See http://www.debttraders.com/price.cfm?dt_sec_ticker=KLU03USR1
for real-time bond pricing.


KENNY INDUSTRIAL: Kurtzman Carson Hired as Claims Agent
-------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
gave its nod of approval to Kenny Industrial Services, LLC and
its debtor-affiliates' application to appoint Kurtzman Carson
Consultants as notice, claims and balloting agent.

If requested by the Debtors or the Court, Kurtzman Carson will:

     a) prepare the Schedules of Assets and Liabilities and
        Statement of Financial Affairs;

     b) reconcile proofs of claim;

     c) solicit acceptances or rejections to any plan of
        reorganization filed by the Debtors; and

     d) perform other miscellaneous administrative services.

Additionally, Kurtzman Carson will receive and docket claims
specifying:

       i) the claim number;

      ii) the date such claim was received by Kurtzman Carson or
          the Clerk's Office;

     iii) the name and address of the claimant and the agent, if
          any, that filed such a proof of claim;

      iv) the amount of the claim; and

       v) the classification of such claims according to the
          proof of claim.

Kurtzman Carson's hourly fees are:

     Clerical                           $40 to $65 per hour
     Bankruptcy Consultant              $125 to $195 per hour
     Senior Bankruptcy Consultant       $220 to $275 per hour
     Technology/Programming Consultant  $125 to $195 per hour

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


KESTREL ENERGY: Will Transfer Listing to OTCBB Tomorrow
-------------------------------------------------------
Kestrel Energy, Inc. (Nasdaq: KEST), an oil and gas exploration
and production company, announced that the listing of the
Company's common stock will move from NASDAQ Small Cap to the
Over the Counter Bulletin Board (OTCBB) symbol KEST on April 9,
2003.

This move follows receipt of a determination letter by NASDAQ
indicating non-compliance with the $1 minimum share price
requirement for continued listing set forth in Marketplace Rule
4310(C)(4), and that its securities are, therefore, subject to
delisting from The Nasdaq SmallCap Market at the opening of
business on April 9, 2003. The Company will not appeal the
determination. Effective with the opening of business on
April 9, 2003, the Company expects its common stock to begin
trading on the OTC Bulletin Board under the symbol "KEST."

The NASDAQ Stock Market Inc., currently operates the OTCBB and
has announced plans (subject to SEC approval) to convert the
OTCBB into a new market called BBX in an effort to improve
capital markets for smaller companies.

The BBX will have an electronic trading system with qualifying
listing, income and asset requirements. According to the senior
vice president of the NASDAQ Stock Market, Mr. McGrew reported,
"The BBX will offer a significant improvement over the OTCBB for
qualifying small companies by increasing liquidity in the market
for their securities, augmenting the opportunities to raise
equity capital and conferring the recognition of trading on a
listed market."

For more information on the future BBX exchange please visit the
BBX Web site at http://www.bbxchange.com

In light of these developments the Company will not appeal the
determination by NASDAQ on its continuing listing on NASDAQ
Small Cap.

Headquartered in Denver, Kestrel has producing properties in New
Mexico, Oklahoma, Texas and Wyoming.

                        *     *     *

                Liquidity and Capital Resources

At December 31, 2002, the Company had a working capital deficit
of $624,151. This compares to the Company's working capital
deficit of $274,887 as of June 30, 2002. The increase in working
capital deficit of $349,264 was largely attributable to a
decrease in value of available for sale securities of $101,875,
a decrease in trade accounts payable of $148,400. In order for
the Company to fund its working capital deficit, steps could
include further sales of existing non-core properties, sale of
shares of the Company's common stock, and further reductions of
general and administrative expenses.

Net cash used in operating activities was $3,892 for the six
months ended December 31, 2002, a decrease of $141,201 over cash
used by operations of $145,093 for the same period in 2001.
Accounts receivable decreased $38,421, or 18%, to $170,595
during the period as compared to a decrease of $124,168 a year
ago. The decrease in accounts receivable was primarily
attributable to lower oil and gas revenues as a result of lower
production levels due to the sale of several non-core properties
during the year. Accounts payable increased $148,400, or 61%, to
$390,607 during the period versus an increase of $203,769, or
168%, during the same period a year ago. The increase in
payables reflects the Company's liquidity problems as a result
of lower oil and gas prices during the year and its requirement
to pay down debt levels. Accrued liabilities increased $34,224,
or 80%, to $77,151 versus a decrease of $26,628 in 2001.
Accounts payable to a related party decreased $25,239, or 100%,
as the Company, through overhead charges, repaid advances from
an affiliated Company. The Company, as a result of these
overhead charges, now has a loan to a related party of $33,131.
Pursuant to this arrangement, the Company has billed the related
party approximately $13,950 per quarter for overhead and
personnel.

Net cash provided by investing activities was $23,337 for the
six months ended December 31, 2002, versus cash provided of
$285,825 for the same period in 2001. The decrease of $262,488
was primarily due to lower sales of securities of Victoria
Petroleum, NL Common Stock during the six month period. The
Company generated only $56,241 from these sales this period
versus $360,921 during the same period last year. Gain on
disposal of property increased $20,017, or 100%, during the
period. There was no gain or loss on the disposal of property
for the 6 month period ended September 30, 2001.

Cash used in financing activities totaled $16,000 for the six
months ended December 31, 2002 versus cash used of $176,000 a
year ago. The Company made $516,000 in principal payments to
Wells Fargo Bank to satisfy the debt in full. Additionally, the
Company reduced its debt to a related party by $25,238 as a
result of administrative expense charged to them. On August 6,
2002, the Company entered into a promissory agreement with
Samson Exploration N.L. and borrowed $500,000. Under the terms
of the agreement the Company was required to pay interest at 10%
per annum and a financing fee of 10% of the borrowed funds. The
duration of the loan was 120 days and was due on December 4,
2002. The proceeds from the loan were used to retire and satisfy
the outstanding debt to Wells Fargo. By mutual agreement the
loan from Samson Exploration was extended to January 24, 2003.
On February 4, 2003, the Company repaid Samson Exploration in
full including all accrued interest and fees, with $327,143.15
in cash and the Company's remaining 25,000,000 shares of
Victoria Petroleum stock. On January 24, 2002, the Company
entered into a promissory agreement with R&M Oil and Gas, LTD, a
limited partnership in which on of the Company's directors,
Timothy L. Hoops, indirectly holds a 60.3% interest, and
borrowed $400,000. Under the terms of the agreement the Company
is required to pay interest at 12.5% per annum. The proceeds
from the loan were used to retire and satisfy the outstanding
debt to Samson Exploration and reduce the accounts payable
position.


KEY3MEDIA GROUP: Delays Filing of 2002 Annual Report on Form 10K
----------------------------------------------------------------
As previously disclosed in its periodic reports under the
Securities Exchange Act of 1934, Key3Media Group's businesses
have deteriorated significantly since 2001 due primarily to the
severe downturn in the information technology industry, the
ongoing effects of terrorist activity and the weakness in the
economy in general. As a result of these developments and the
level of its outstanding debt obligations, the Company was
forced to significantly reduce its workforce and curtail its
operations. After considering the available alternatives, the
Company's Board of Directors concluded that change of the
control transaction would be in the best interests of the
Company's creditors and shareholders. On February 3, 2003 the
Company filed for protection under Chapter 11 of the U.S.
Bankruptcy Code and began seeking approval of a plan of
reorganization. The Company is negotiating with its creditors
for approval of this plan of reorganization in a Chapter 11
proceeding currently pending in the United States Bankruptcy
Court for the District of Delaware. The combination of the
significant business downturn and workforce reductions, the
reorganization process, the bankruptcy proceeding and the
Company's limited financial resources have imposed significant
burdens on the remaining management of the Company and, as a
result, they have not had the time or resources to prepare and
file the Annual Report on Form 10-K with the SEC for the year
ended December 31, 2002 on a timely basis. For these and other
reasons, the Company has applied to the staff of the Securities
and Exchange Commission for relief from its ongoing Exchange Act
reporting obligations during the bankruptcy proceeding, but the
staff has not yet granted that application.

The Company anticipates that its results of operations for the
year ended December 31, 2002 will be significantly worse than
the results for the year ended December 31, 2001. Compared with
a net loss of $21.4 million in the fiscal year ended
December 31, 2001, the Company currently estimates that it will
incur a loss of approximately $690 million for the year ended
December 31, 2002. Approximately $645 million of this loss is
related to the reduction in the value of goodwill and other
intangible assets. The Company currently estimates that income
from operations declined $32.6 million from $16.8 million for
2001, compared to a loss of $15.8 million in 2002. The foregoing
numbers for 2002 are unaudited and subject to the completion of
the Company's audit. The Company's auditors are reviewing the
implications of the Company's debtor-in-possession financing and
what effect, if any, it will have on the audit report.


LERNOUT: Wants to Extend Service Date for Avoidance Actions
-----------------------------------------------------------
Lernout & Hauspie Speech Products N.V., as plaintiff in the
numerous Avoidance Actions filed in these cases, represented by
Donna L. Harris, Esq., at Morris Nichols Arsht & Tunnell, asks
Judge Wizmur to extend the time within which L&H must effect
service of the summonses and complaints with respect to the
Avoidance Actions for an additional 180 days.

Ms. Harris reminds Judge Wizmur that, in late November 2002, L&H
NV filed complaints against the Defendants in the Avoidance
Actions seeking to avoid and recover certain payments made by
L&H NV prior to its bankruptcy filing as preferential and/or
fraudulent transfers. Approximately 54 of the Avoidance Action
defendants have no address in the United States, and must
therefore be served in other countries. These complaints remain
unserved.

Twenty-four summonses have been issued and service attempted
with respect to defendants maintaining contacts in the United
States. However, a number of these defendants are also domiciled
outside of the United States, such that these complaints may
also need to be reserved in other countries.

On March 11, 2003, the Committee filed a plan of reorganization,
which, if confirmed, would vest authority to maintain and
prosecute the Avoidance Actions with a litigation trust
controlled by a litigation trustee appointed by the Committee.
Rule 4(m) of the Federal Rules of Civil Procedure generally
requires that adversary complaints be served upon the defendants
to the actions within 120 days of the date on which the
complaints are filed.  While this rule contains an exception to
the 120-day limit for "service in a foreign country," a few
courts have held that service must at least be attempted within
120 days of the filing of the complaints in order for the
exclusion to apply. Accordingly, L&H NV believes that it is
prudent to obtain a Court order extending the time by which
service of process must be effected upon the defendants in the
Adversary Actions.

The granting of additional time to effect service of original
process is expressly provided for by Rule 9006(b) of the Federal
Rules of Bankruptcy Procedure.  Courts should be liberal in
granting extensions of time sought before the period to act has
elapsed, as long as the moving party has not been guilty of
negligence or bad faith and the privilege of extensions has not
been abused.

In determining whether to extend the time for service of a
complaint under Civil Rule 4(m), the Third Circuit has set forth
a two-step inquiry.  First, upon the showing of good cause for
the delayed service, the court must extend the time period.
Second, if there is no good cause, the court may exercise its
discretion to extend the time period.  L&H NV asserts that good
cause exists for extending the time within which it must effect
service of process on the defendants in the Avoidance Actions
or, alternatively, that the Court should exercise its discretion
to extend the time, given the current state of L&H NV's
bankruptcy proceeding; and L&H NV's inability to obtain access
to many of the documents needed to assess the strength of the
Avoidance Actions and, hence, the decision whether to pursue
them.

As a result of the two-year statute of limitations to commence
certain causes of action, L&H NV was required to commence the
Avoidance Actions by November 29, 2002 to avoid a potential
forfeiture of those claims. At the time, L&H NV had on file with
the Court a First Amended Disclosure Statement Pursuant To
Section 1125 Of Bankruptcy Code With Respect To First Amended
Plan Of Liquidation Of Lernout & Hauspie Speech Products N.V.
Under Chapter 11 Of Bankruptcy Code, which, like the Proposed
Plan recently filed by the Committee, contemplated that the
Avoidance Actions would be assigned to a litigation trust and
prosecuted by a litigation trustee appointed by the Committee.
Given the added burden and expense attendant to litigation
involving defendants domiciled in foreign countries, and, in
particular, those that must be served under the Hague
Convention, L&H NV believes that the decision as to whether to
pursue these claims, and at what expense, should be made by the
litigation trustee.

Perhaps even more importantly, L&H NV has been unable to obtain
many of its financial records needed to prosecute the Avoidance
Actions because the Belgian police seized the documents.
Although the Debtor's counsel has been working with the Belgian
curators to obtain those documents, and has sent a letter of
request to be presented to the Belgian Court, it is not clear
when the documents will be released.  These records will no
doubt be helpful in the decision as to which of the various
Avoidance Actions to pursue, and at what expense.

By not requiring service at this time, the defendants are not
required to engage counsel and undertake the time and expense of
defending against a proceeding that, after review of the
financial records bearing upon the merits of the claims and
likely defenses to the Avoidance Actions, ultimately may not be
pursued.  In addition, this is the first request by the Debtor
to extend the deadline.  Therefore, it is unlikely that the
request will prejudice any of the defendants. (L&H/Dictaphone
Bankruptcy News, Issue No. 39; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


LEXINGTON HEALTHCARE: Case Summary & Largest Unsec. Creditors
-------------------------------------------------------------
Lead Debtor: Lexington Healthcare Group, Inc.
             1577 New Britain Avenue
             Farmington, Connecticut 06032-0344

Bankruptcy Case No.: 03-11007

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Lexington Highgreen Holding, Inc.          03-11008

Type of Business: The Debtors' facilities offer such services
                  as nursing care, rehabilitation therapy, and
                  care for Alzheimer's patients.

Chapter 11 Petition Date: April 2, 2003

Court: District of Delaware

Judge: Mary F. Walrath

Debtors' Counsel: Frederick B. Rosner, Esq.
                  Jaspen Schlesinger Hoffman
                  1201 North Orange Street
                  Suite 1001
                  Wilmington, DE 19801
                  Tel: 302-351-8000

                            Estimated Assets:  Estimated Debts:
                            -----------------  ----------------
Lexington Healthcare Group  $1MM to $10MM      $10MM to $50MM
Lexington Highgreen Holding $1MM to $10MM      $1MM to $10MM

A. Lexington Healthcare's 20 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Genesis Hospitality         Food Services Rendered  $3,053,475
Services
101 East State Street
Kennett Square, PA 19348
Tel: 610-925-4179
Fax: 925-4354

NEHCE Welfare Fund          Union Employee Benefits $1,824,085
77 Huyshope Avenue
Hartford, CT 06105-7001
Tel: 860-728-1100
Fax: 947-8080

Netcare Health Services,    Pharmacy                  $630,743
Inc.
362 Industrial Park Road
Suite 6
Middletown, CT  06457
Tel: 860-635-0788
Fax: 635-5779

Red Line Medical Supply,    Medical Supplies          $559,256
Inc.
PO Box 27100
Minneapolis, MN 55427-0100
Tel: 800-328-8111
Fax: 763-595-6878

Sunscript Pharmacy                                    $577,332
40 Cold Spring Road
Rocky Hill, CT 06067
Tel: 860-513-5555
Fax: 860-513-5516

Medix Direct                                          $346,684
362 Industrial Park Road
Unit 5
Middletown, CT 06457
Tel: 860-635-0788
Fax: 860-635-5779

City of Norwalk -- Fairfield                          $304,079
Tax Collector
125 East Avenue
Box 5530
Norwalk, CT 06856
Tel: 203-854-7731

Hartford Provision Co.                                $295,300
PO Box 530
Bristol, CT 06011-0530
Tel: 860-583-3908
Fax: 860-583-3369

Health Care Maintenance                               $258,992
PO Box 372
Totowa, NJ 07512
Tel: 973-812-9777
Fax: 973-812-9084

Daw's Critical Care         Nursing Services          $277,476
Registry                    Rendered
Route 1
Box 935
Buckingham, VA 23921-9719
Tel: 877-969-1177
Fax: 434-969-1277

Garden State                                          $250,000
4722 187th Avenue
Brooklyn, NY 11204
Tel: 917-299-1097
Fax: 718-686-0880

Kindred Hospital East, LLC  Nursing Services Rendered $250,000
623 West Main Street
Suite 400
Louisville, KY 40202-2978

AAA Nursing Care, LLC       Nursing Services          $213,363
                             Rendered

Arcadia Health Care                                   $217,863

City of Prospect -- Country                           $103,149

City of West Haven -- Bentley                         $147,083

Connecticut Hospital Assoc.                           $188,481

Health Net of Connecticut,                            $144,759
Inc.

Norton & Associates, Inc.   Nursing Services Rendered $159,862

Premium Financial Spec.                               $272,282
Inc.
2890 Niagara Falls Blvd.
Buffalo, NY 14228
Tel: 800-277-8878

B. Lexington Highgreen's 20 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
NEHCE Welfare Fund          Union Employee Benefits $1,125,914
77 Hupshope Ave.
Hartford, CT 06105-7001
Tel: 860-549-1199

Netcare Health Care         Pharmacy                  $227,218
Services, Inc.

Red Line Medical, Inc.      Medical Supplies          $116,223

Sunscript Pharmacy                                    $161,390

Hartford Provision Co.                                $103,821

ATC Healthcare Services,    Nursing Services           $81,873
Inc.                        Rendered

Cinda Care Inc.                                        $64,454

City of Hartford -- Greenwood                          $79,088

CGLIC-Bloomfield EASC                                  $26,546

Cigna Healthcare                                       $30,608

City of Winsted -- Laurel Hill                         $22,501

Commissioner of Revenue                                $14,620

Connecticut Hospital Assoc.                            $25,800

Healthcare Care Maintenance                            $49,796

Health Net of Connecticut, Inc.                        $26,426

Industry Safety & Supply Co.                           $15,636

Joseph C. Sansome Co.                                  $27,100

Medicom Inc.                                           $18,968

Medix Direct                                           $18,968

Zimmet-Solomon              Services Rendered          $32,000


LISANTI FOODS: Chapter 11 Trustee Hires Amper as Accountants
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey gave
authority to Jay L. Lubetkin, the Chapter 11 Trustee for Lisanti
Foods, Inc., and its debtor-affiliates' bankruptcy estates, to
retain Amper, Politziner & Mattia as his Accountants.

The Debtors are in the business of wholesale distribution of
Italian specialty foods and food-related products to food
retailers, restaurants and similar food purveyors.

Amper has provided traditional accounting and tax services to
the Debtors for the past 18 months, including pre-bankruptcy
financial advisory services.  Amper has performed a significant
amount of work on behalf of the Debtors. Enabling the Trustee to
utilize Amper's services on a limited basis is practical and
cost efficient.

The services which Amper will provide to the Trustee include:

     (a) assisting the Trustee, if necessary, in the preparation
         of monthly operating reports to the Office of the
         United States Trustee and the Court; and

     (b) providing general financial advisory services to assist
         the Trustee and his counsel in the administration of
         the estates, which is not duplicative of the services
         to be performed by other retained professionals herein.

The Debtors will sell substantially all of their inventory to
Ferraro Foods, Inc.  While Ferraro Foods has picked up inventory
from the Debtor's New Jersey premises, the transaction has not
yet been fully consummated in Texas and Arizona. In connection
with such inventory purchases, Amper has provided an on-site
person at each location to verify inventory amounts as they are
removed from the premises by Ferraro in order to ascertain the
correct amount of revenues the estates are expected to receive
for the purchase.  Thus, the presence by an accounting staff
person on each of the premises is materially important to the
bankruptcy estates, since the on-site employees of the Debtors
and non-Debtor affiliates may have an allegiance to Joe Lisanti,
and may therefore act contrary to the best interests of the
bankruptcy estates.

Amper will bill for services at its customary hourly rates:

          Partners/Directors                $315
          Managers/Senior Managers          $175 - $265
          Seniors/Supervisors               $140 - $165
          Staff                              $95 - $125
          Paraprofessionals                  $55 - $70

Lisanti Foods, Inc., leading suppliers of products to
restaurants and pizza parlors, files for chapter 11 bakruptcy
protection on November 20, 2002 (Bankr. N.J. Case No. 02-44067).
Boris I. Mankovetskiy, Esq., Gail B. Cooperman, Esq., and Jack
M. Zackin, Esq., at Sills Cummis Radin Tischman Epstein & Gross,
P.A., represent the Debtors in their restructuring efforts.
When the Company filed for protection from its creditors, it
listed $30 million in assets and $33 million in debts.


MAGELLAN HEALTH: Wants to Employ Ordinary Course Professionals
--------------------------------------------------------------
Magellan Health Services, Inc., and its debtor-affiliates seek
the Court's authority, pursuant to Sections 105(a), 327, 328,
and 330 of the Bankruptcy Code, to employ professionals that are
utilized in the ordinary course of their businesses without the
submission of separate employment applications, affidavits, and
the issuance of separate retention orders for each individual
professional.

The Debtors propose to pay each Ordinary Course Professional,
without a prior application to the Court, 100% of the fees and
disbursements incurred, after the submission to, and approval
by, the Debtors of an appropriate invoice setting forth in
reasonable detail the nature of the services rendered and
disbursements actually incurred, up to $25,000 per month per
Ordinary Course Professional and up to $500,000 per month, in
the aggregate, for all Ordinary Course Professionals.  In the
event that an Ordinary Course Professional seeks more than
$25,000 per month, that professional will be required to file a
fee application for the full amount of their fees in accordance
with Sections 330 and 331 of the Bankruptcy Code, the Federal
Rules of Bankruptcy Procedure, the Local Bankruptcy Rules, the
Fee Guidelines promulgated by the United States Trustee for the
Southern District of New York, and any and all orders of the
Court.

In addition, each Ordinary Course Professional will serve on the
Office of the United States Trustee and the Debtors and file
with the Court:

    (i) an affidavit certifying that the professional does not
        represent or hold any interest adverse to the Debtors or
        their estates with respect to the matter on which the
        professional is to be employed; and

   (ii) a completed retention questionnaire.

The Debtors reserve the right to supplement the list of Ordinary
Course Professionals from time to time as necessary.  In this
event, the Debtors propose to file a notice with the Court
stating that they intend to employ additional Ordinary Course
Professionals and to serve the notices on:

    -- the United States Trustee;

    -- the attorneys for the statutory committee of unsecured
       creditors appointed in these cases;

    -- the attorneys for the Debtors' prepetition lenders; and

    -- all other parties that have filed a notice of appearance
       in these Chapter 11 cases.

Mr. Karotkin states that although certain of the Ordinary Course
Professionals may hold unsecured claims against the Debtors for
prepetition services rendered to the Debtors, the Debtors do not
believe that any of the Ordinary Course Professionals has an
interest adverse to the Debtors, their creditors, or other
parties-in-interest on the matters for which they would be
employed, and thus, all of the Ordinary Course Professionals
proposed to be retained meet the special counsel retention
requirement under Section 327(e) of the Bankruptcy Code.  All
other professionals utilized by the Debtors in connection with
the prosecution of these Chapter 11 cases will be retained by
the Debtors pursuant to separate retention applications.  These
professionals will be compensated in accordance with the
applicable provisions of the Bankruptcy Code and the Bankruptcy
Rules.

Mr. Karotkin informs the Court that the ordinary course
professionals perform a wide range of legal, accounting, tax,
real estate, finance, consulting, public relations, and other
services for the Debtors that impact the Debtors' day-to-day
operations.  It is essential that the employment of the Ordinary
Course Professionals, many of whom are already familiar with the
Debtors' affairs, be continued on an ongoing basis so as to
avoid disruption of the Debtors' day-to-day business operations.
The employment of Ordinary Course Professionals will save the
Debtors' estates the substantial expenses associated with
applying separately for the employment of each professional.
Furthermore, the Debtors will avoid additional fees for the
preparation and prosecution of interim fee applications.
Likewise, the procedure will relieve the Court and the United
States Trustee of the burden of reviewing numerous fee
applications involving relatively small amounts of fees and
expenses.

Thus, in light of the additional cost associated with the
preparation of employment applications for professionals who
will receive relatively small fees, it is impractical and
inefficient for the Debtors to submit individual applications
and proposed retention orders for each Ordinary Course
Professional. Accordingly, the Debtors ask the Court to dispense
with the requirement of individual employment applications and
retention orders with respect to each Ordinary Course
Professional retained from time to time. (Magellan Bankruptcy
News, Issue No. 3: Bankruptcy Creditors' Service, Inc., 609/392-
0900)

Magellan Health Services' 9% bonds due 2008 (MGL08USR1) are
trading at about 25 cents-on-the-dollar, says DebtTraders. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=MGL08USR1for
real-time bond pricing.


MCSI INC: Secured Lenders Agree to Forbear Until May 2, 2003
------------------------------------------------------------
MCSi, Inc., (Nasdaq:MCSI) announced that the lenders under its
secured credit facility have agreed to forbear until May 2,
2003, from exercising certain remedies available to them under
the credit agreement. As previously reported, MCSi is in
violation of certain financial and other covenants under this
facility. During this forbearance period, MCSi will work with
its lenders to develop a longer term restructuring plan.

MCSi cannot assure that it will be successful in developing such
a longer term restructuring plan on acceptable terms. If
unsuccessful, following expiration of the forbearance period,
the lenders will be entitled to exercise certain remedies,
including an acceleration of all amounts due under the credit
facility. As of April 4, 2003, after receiving a tax refund of
$24.9 million and making certain payments to the banks under the
forbearance agreement, the balance outstanding under the credit
facility, net of offsetting cash reserves of approximately $5.5
million, was approximately $90 million.

MCSi also announced that Joseph M. Geraghty has been named Chief
Financial Officer of the Company. Ira H. Stanley, the Company's
previous Chief Financial Officer, has resigned. Mr. Stanley has
also resigned from his position as a director of the Company.

Mr. Geraghty is a specialist for Conway MacKenzie & Dunleavy in
turnaround and crisis management, operational management and
business valuations. Mr. Geraghty has also served as the chief
financial officer and general manager of a privately owned $100
million machining and foundry company and as the director of
internal audit for a $300 million international manufacturer of
valves and pumps. Conway MacKenzie & Dunleavy has recently been
engaged as the Company's financial advisor to assist it in its
renegotiation of its credit agreement and the restructuring of
the Company's operations.

Gordon Strickland, the Company's President and Chief Executive
Officer, stated: "We are pleased to reach this agreement with
our lenders and will continue to work with them to develop a
longer-term restructuring plan."

Mr. Strickland continued: "Joe has been working closely with us
in our restructuring efforts as a member of the Conway MacKenzie
team. His joining us in this new capacity will further
strengthen our new management team."

MCSi has emerged as the nation's leading systems integrator of
state-of-the-art presentation and broadcast facilities. MCSi's
foresight and ability to converge three key industries: audio-
visual systems, broadcast media and computer technology,
combined with design-build and engineering expertise, computer
networking and configuration services, an extensive product
line, and quality technical support services, has given MCSi a
distinct advantage in the systems integration marketplace and
has contributed to the dramatic growth of the Company.

MCSi's scalable solutions address clients at every level of the
business transaction continuum. Products and services are
available directly through the Company and its sales
specialists, many of whom provide enterprise-wide solutions
and/or work exclusively with clients on strategic and strong
relationships maintained with manufacturers and technology
leaders. With the largest selection of audio-
visual/presentation, computer, and office automation products
and the legacy of technical support and field service at various
locations across the U.S.A. and Canada, MCSi's customers are
provided with a unique value that extends beyond the product.
MCSi's products are also provided over a robust business-to-
business e-commerce platform. Additional information regarding
MCSi can be obtained at http://www.mcsinet.com


METALS USA: Earns Court Approval for Weirton Steel Stipulation
--------------------------------------------------------------
Metals USA, Inc., and its debtor-affiliates sought and obtained
Court approval of their stipulation with Weirton Steel
Corporation.

Johnathan C. Bolton, Esq., at Fulbright & Jaworski LLP, in
Houston, Texas, informs the Court that Weirton Steel Corporation
filed a Class 4 General Unsecured Claim for $3,002,624.25.

After carefully reviewing their books and records, the Debtors
and Weirton have agreed that the proper amount of the Claim,
after reducing the Claim based on the Debtors' quality and
rebate claims for $197,133.67, is a resulting Class 4 General
Unsecured Claim for $2,805,490.58.

Accordingly, the parties stipulate and agree that Weirton Steel
Corporation will have an Allowed Class 4 General Unsecured Claim
against the Debtors for $2,805,490.58.  They further agree that
all other Weirton claims are disallowed. (Metals USA Bankruptcy
News, Issue No. 29; Bankruptcy Creditors' Service, Inc.,
609/392-0900)


MOHEGAN TRIBAL: S&P Rates $391-Million Bank Loan Pact at BB+
------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB+' rating to
the Mohegan Tribal Gaming Authority's $391 million bank loan
agreement, which is comprised of a $291 million revolving credit
facility and a $100 million term loan facility, both due on
March 31, 2008. A portion of the proceeds from the new bank
agreement were used to refinance the outstanding bank debt.

At the same time, Standard & Poor's withdrew its rating on the
former facility. In addition, the 'BB+' corporate credit rating
on Connecticut-based MTGA was affirmed. The outlook is negative.
Total debt outstanding at Dec. 31, 2002, was $1.128 billion.

"The ratings for MTGA, the entity formed to operate the Mohegan
Sun casino, reflect the high quality of the Mohegan Sun and
related amenities, limited regional competition, and favorable
demographics of the southeastern Connecticut market," said
Standard & Poor's credit analyst Peggy Hwan. "These factors are
offset by a lack of geographic diversity, high debt leverage for
the rating, and risks associated with gaming legislation changes
in Northeast and with operating a larger casino resort," Ms.
Hwan added.

The competitive landscape remains a longer-term rating factor.
The market could be affected by new competition in other parts
of Connecticut, Massachusetts, Rhode Island, New York, and New
Jersey. Standard & Poor's believes that the anticipated near-
term capacity growth in Atlantic City and the potential for
casino gaming in New York are likely to have only a modest
effect on cash flow in the Connecticut market.

Of greater competitive concern would be a sizable expansion by
nearby Foxwoods or the realization of plans by certain Native
American tribes to build casinos in Rhode Island, Massachusetts,
or other parts of Connecticut. However, political hurdles exist
to the expansion of gaming in these states, and these issues are
not likely to be resolved quickly. Moreover, lead times for
casino development can be long, even if approved.

The negative outlook reflects continued high debt leverage for
the rating, stemming from borrowings associated with the
recently completed expansion project. In the near term, if MTGA
continues to make progress in reducing debt leverage to levels
more consistent with ratings, the outlook could be revisited.


NATL CENTURY: Court OKs Dinsmore as NPF XII SubCommittee Counsel
----------------------------------------------------------------
The Official Subcommittee of Noteholders of Debtor NPF XII, Inc.
in the Chapter 11 cases of the National Century Debtors obtained
the Court's authority to retain Dinsmore & Shohl, LLP, nunc pro
tunc to January 10, 2003, as counsel for the Subcommittee in
these cases.

As the Subcommittee's counsel, Dinsmore & Shohl will:

    (a) serve as local counsel in Columbus in connection to and
        as a supplemental compliment to the representation of
        the Subcommittee by Milbank, Tweed, Hadley & McCloy,
        LLP;

    (b) represent the Subcommittee at all hearings and other
        proceedings;

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

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

    (e) assist and advise in consultations with the Debtors and
        the Official Committee of Unsecured Creditors relative
        to the administration of these cases;

    (f) assist the Subcommittee in analyzing the claims of the
        Debtors' creditors and in negotiating with creditors;

    (g) assist with the investigation of the acts, conduct,
        assets, liabilities, and financial condition of the
        Debtors and of the operation of the Debtors' businesses;

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

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

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

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

The firm's professional fees are based on the standard hourly
rates of professionals and paraprofessionals.  Presently,
Dinsmore & Shohl's current hourly rates are:

       Position                Rates
       --------                -----
       Partners             $190 - 365
       Counsel               130 - 300
       Associates            120 - 245
       Paralegals             85 - 135

Although there will undoubtedly be other Dinsmore & Shohl
attorneys and paralegals rendering services to the Debtors,
Dinsmore & Shohl has advised the Debtors that the current hourly
rates applicable to the attorneys and paralegals who will
primarily be representing the Subcommittee are:

       Name                 Position        Rate
       ----                 --------        ----
       Kenneth R. Cookson   Partner         $235
       Kevin P. Braig       Associate        195
       James Peretzky       Paralegal        115
(National Century Bankruptcy News, Issue No. 13; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


NORTHWEST AIRLINES: Flies 5.99B Revenue Passenger Miles in March
----------------------------------------------------------------
Northwest Airlines (Nasdaq: NWAC) announced a systemwide March
load factor of 75.5 percent, 6.4 points below March 2002.
Systemwide, Northwest flew 5.99 billion revenue passenger miles
and 7.94 billion available seat miles in March 2003, a traffic
decrease of 6.4 percent on a 1.6 percent increase in capacity
versus March 2002.

Northwest experienced a significant decline in travel demand due
to the uncertainties created by the war in Iraq.  Systemwide
traffic and load factor declined 11 percent and 9.6 points,
respectively, versus the prior year since the onset of the war.

Northwest Airlines is the world's fourth largest airline with
hubs at Detroit, Minneapolis/St. Paul, Memphis, Tokyo and
Amsterdam, and approximately 1,500 daily departures. With its
travel partners, Northwest serves nearly 750 cities in almost
120 countries on six continents. In 2002, consumers from
throughout the world recognized Northwest's efforts to make
travel easier. A 2002 J.D. Power and Associates study ranked
airports at Detroit and Minneapolis/St. Paul, home to
Northwest's two largest hubs, tied for second place among large
domestic airports in overall customer satisfaction. Business
travelers who subscribe to OAG print and electronic flight
guides rated nwa.com as the best airline Web site. Readers of
TTG Asia and TTG China named Northwest "Best North American
airline."

Northwest Airlines' 10.150% bonds due 2005 (NWAC05USR2) are
trading at about 85 cents-on-the-dollar, DebtTraders says. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=NWAC05USR2
for real-time bond pricing.


OWENS CORNING: Court Approves Property Damage Claim Procedures
--------------------------------------------------------------
Judge Fitzgerald orders that on or before July 29, 2003, each
Asbestos Property Damage Claimant, in Owens Corning's bankruptcy
proceeding, should serve on counsel to the Debtors, Debevoise &
Plimpton, 919 Third Avenue, New York, New York, 10022, Attn:
Mary Beth Hogan, these supporting evidence:

  1. the name and address of each building for which a property
     damage claim is asserted; and

  2. for each building or discrete location,

     a. the basis for any belief at the present time that each
        individual building contains asbestos-containing
        products manufactured or sold by the Debtors; and

     b. the time frame in which the asbestos-containing
        products was installed;

  3. for each building, information demonstrating when the
     claimant's knowledge of the property damage claim arose,
     including:

     a. whether and on what date the first asbestos abatement or
        other actions to control or repair asbestos
        contamination occurred; and

     b. whether and on what date claimant filed its first
        property damage claim involving asbestos containing pipe
        covering or block against any other defendant or in any
        bankruptcy trust; and

  4. the claimed value of the claim and the basis for the
     claimed value.

Judge Fitzgerald further orders that these supporting evidence
will be provided separately for Owens Corning and Fibreboard,
depending on the particular Debtors named in each claim, and
each Asbestos Property Damage Claimant will file an appropriate
Certificate of Service with the United States Bankruptcy Court
for the District of Delaware, 824 Market Street, Wilmington,
Delaware, 19801, demonstrating service on the Debtors of the
supporting evidence.

Furthermore, Judge Fitzgerald directs that on or before
August 28, 2003, the Debtors will search their computerized
databases for information relating to the presence of their
asbestos containing products at each property for which a
property damage claimant provided to the Debtors the name and
address of the property and the time frame within which the
asbestos containing products were installed at the property, and
at any other location in that geographic region, which might
reasonably lead to the discovery of the information, and provide
the results of the search to counsel for the claimants.  Each
Property Damage Claimant will be limited solely to the buildings
for which the claimant has provided, at a minimum, the name and
address.  Claims not filed in compliance with this Order will be
subject to disallowance proceedings, if commenced.

Once the Debtors have searched their computerized databases for
each building provided by the claimants, and notified the
claimants' counsel whether or not the Debtors' computerized
databases contain any reference to the named buildings or
discrete locations, the Court will hold a status conference
concerning these claims.  A schedule for filing and serving
objections to claims will be addressed at that time. (Owens
Corning Bankruptcy News, Issue No. 49; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


PACIFIC GAS: Wants to Defray $5MM Water Monitoring Project Costs
----------------------------------------------------------------
Pacific Gas and Electric Company owned and operated the Moss
Landing Power Plant from 1971 until it was sold to Duke Energy
Moss Landing Company LLC in 1998.  The Plant generates
electricity using natural gas for power generation and seawater
for cooling purposes.  After being used for cooling purposes,
the seawater is discharged into certain waterways.

In connection with the heated seawater discharge from the Plant,
PG&E held certain National Pollution Discharge Elimination
System Permits issued by the California Regional Water Quality
Control Board, Central Coast Region.  In May 2000, PG&E reported
to the Regional Water Quality Control Board that it had
discharged heated cooling water from certain intake structures
of the Plant into the Moss Landing Harbor in a practice known as
"backflushing."  These discharges occurred beginning in 1974 and
ending in 1998.

According to Jeffrey L. Schaffer, Esq., at Howard, Rice,
Nemerovski, Canady, Falk & Rabkin, the Regional Water Quality
Control Board has taken the position that the backflushing of
heated cooling water into the Moss Landing Harbor violated the
Pollution Permits.  The Control Board also alleged that the
discharges violated Section 301 of the Clean Water Act and
Section 13385 of the California Water Code, which could subject
PG&E to substantial penalties.  PG&E disputes these allegations.

On October 3, 2001, the Control Board filed proof of claim no.
12684 asserting unknown penalty claims.  The Control Board
reserved the right in its Proof of Claim to assert
administrative expense claims with respect to postpetition
oversight and investigation costs it incurs on account of the
discharges.  The Board also reserved the right to assert
injunctive relief against PG&E regarding the alleged violations,
which could include a demand that PG&E clean up or ameliorate
the discharge effects.

Since that time, Mr. Schaffer continues, the Control Board and
PG&E have been engaged in settlement discussions.  Consequently,
the parties agreed to resolve the Control Board's claims.

Pursuant to a Consent Judgment, PG&E would pay $5,000,000 to
fund certain environmental projects:

1. Non-Point Source Project Funds

   PG&E will pay $2,850,000 into a fund to be administered by
   the Community Foundation for Monterey County.  The sum will
   be used to fund projects to reduce sediment, nutrients,
   pesticides and other pollutants that enter the Elkhorn Slough
   and Moss Harbor Landing or watersheds tributary to the slough
   or the harbor.

2. Non-Point Source Monitoring and CCAMP Funds

   PG&E will pay $950,000 into a fund for comprehensive
   monitoring to evaluate the implementation and effectiveness
   of the activities funded by the Non-point Source Project
   Funds, as well as other non-point source pollution reduction
   activities in Elkhorn Slough and Moss Landing Harbor and
   watersheds tributary to the slough and the harbor.  PG&E will
   also fund $950,000 for the Central Cost Ambient Monitoring
   Program fund, which was established to monitor water quality
   in the Central Coast region.

3. Administration Fund

   PG&E will deposit $250,000 into an account with the State
   Water Resources Control Board.  The Regional Water Quality
   Control Board will use the amount for oversight of the
   environmental projects PG&E funds.  However, PG&E will have
   no obligation to form, manage, administer or further fund any
   of the projects.  The Regional Water Quality Control Board
   will release PG&E from all claims it may assert arising out
   of the discharge of heated cooling water from the Plant
   during the period of PG&E's ownership effective at the time
   PG&E has made all the payments.

Section 13385(b) of the California Water Code provides for up to
$25,000 in penalties for each day a Section 301 violation
occurs. In addition, where the volume discharged but not cleaned
up exceeds 1,000 gallons, an additional liability not to exceed
$25 multiplied by the number of gallons in excess of 1,000
gallons may be imposed.

Mr. Schaffer notes that the penalties the Control Board might
seek to impose on PG&E could be significant.  While PG&E would
vigorously contest the imposition of the penalties, the ultimate
outcome of any proceeding is uncertain.  Besides, PG&E would
also have to incur substantial litigation costs in defending the
matter.  A lawsuit would also consume considerable management
resources, diverting those persons from other business of PG&E.

It is also possible that the Control Board would assert
administrative priority claims against PG&E with respect to
postpetition investigation and remediation of the seawater
discharge effects.  The Board might also attempt to force PG&E,
through injunctive proceedings, to ameliorate the discharge
effects in ways that could prove expensive.

"Although PG&E believes it would have strong arguments that the
[Control Board] would not be permitted to take [such] actions
under bankruptcy law, the matter is not entirely free from doubt
and there is no certainty that PG&E would ultimately prevail in
this regard," Mr. Schaffer says.

Mr. Schaffer also points out that the public will benefit by the
settlement since the amount that PG&E will pay will fund various
environmental projects aimed at reducing pollution in the water
near and around the Plant.

For these reasons, PG&E asks the Court to approve the Consent
Judgment.

In addition, PG&E asks the Court to modify the automatic stay,
to the extent applicable, to enable the Control Board to file a
civil action with the California Superior Court for the County
of Monterey with respect to the claims referenced in the Consent
Judgment and, simultaneously file with the Monterey Court, the
Consent Judgment settling the claims. (Pacific Gas Bankruptcy
News, Issue No. 55; Bankruptcy Creditors' Service, Inc.,
609/392-0900)


PACIFIC GAS: Fitch Says CPUC Action Good for Calif. Utilities
-------------------------------------------------------------
Recent orders by the California Public Utilities Commission
(CPUC) may ultimately help restore credit worthiness among the
state's two largest utilities, according to an article appearing
in the inaugural edition of the 'Global Power Quarterly'
newsletter by Fitch Ratings. The CPUC is working to restore a
stable regulatory environment for the state to help shake off
the lingering ill-effects of the massive California credit
crisis of 2000-2001.

"The CPUC's actions thus far have generally been positive and
will likely strengthen the credit profile of California
investor-owned utilities, in particular, Pacific Gas & Electric
and Southern California Edison," said Phil Smyth, Director,
Fitch Ratings. "Key elements include reconstruction of an
integrated cost-of-service model, timely recovery of the IOUs'
energy procurement costs, and restoration of investment grade
credit-worthiness to the two largest IOUs in the state."

Fitch believes the adoption and successful implementation of
appropriate mechanisms to provide timely energy supply cost
recovery without the risk of retroactive disallowances is
fundamental to the restoration of investor confidence in
California IOUs. Other vital factors in determining a
reformulated cost of service model for California include
resolving the pending appeal by The Utility Reform Network of
Southern California Edison's agreement with the CPUC, and
resolving the pending Pacific Gas & Electric (PG&E) bankruptcy.

While Fitch believes the TURN settlement will be upheld by the
California Supreme Court, settlement talks will likely delay
confirmation of a plan in PG&E's bankruptcy proceedings.
'Barring a settlement, it is unlikely that one of the two plans
of reorganization for PG&E would be confirmed before the fourth
quarter of 2003, with possible subsequent litigation leading to
further delay and cost to investors,' said Smyth.


PLIANT CORP: S&P Changes Outlook to Neg. over Liquidity Concerns
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Pliant
Corp., to negative from stable, reflecting a weaker than-
expected trend in the company's operating and financial
performance, and concerns regarding its liquidity position and
onerous debt maturities.

At the same time, Standard & Poor's affirmed its 'B+' corporate
credit rating on the Schaumburg, Illinois-based company. Total
debt outstanding was $737 million as at Dec 31, 2002.

"The outlook revision is based on concerns that the recent
escalation in Pliant's raw material prices, primarily plastic
resins, along with sluggish volume growth, could hamper
profitability and cash generation, further delaying the expected
improvement to the company's financial profile," said Standard &
Poor's credit analyst Liley Mehta. "Moreover," she continued,
"given the company's limited free cash generation in the
intermediate term, its onerous debt maturities of $46 million in
2004 and $58 million in 2005 elevate credit and refinancing
concerns."

Standard & Poor's said that its ratings reflect Pliant Corp.'s
below-average business position in flexible packaging segments,
offset by very aggressive debt leverage and limited financial
flexibility. With annual revenues of about $880 million, Pliant
is a domestic producer of extruded film and flexible-packaging
products for food, personal care, medical, industrial, and
agricultural markets.


POINT WEST: Needs to Resolve Issues to Avoid Chapter 7 Filing
-------------------------------------------------------------
Point West Capital Corporation (OTC Symbol: PWCC.OB) announced
that, as of March 31, 2003, the Company had approximately
$150,000 of cash and cash equivalents, approximately $140,000 of
other miscellaneous receivables, and less than $10,000 of
payables.

The Company also announced that, since the third quarter of
2002, the Company's only business activity has been its
continued efforts to seek consent from the Allegiance Capital
Trust investors to dissolve certain of the Allegiance entities
and transfer the debt certificates held by Allegiance Funding I,
LLC. The Allegiance Certificates are the Company's remaining
material non-cash asset. See the Company's Form 10-QSB for the
quarterly period ended September 30, 2002 for further
information regarding the Allegiance Certificates.

At March 31, 2003, the Allegiance loans receivable were $28.9
million, assets held for sale (which include funeral homes
purchased from two Allegiance borrowers and a funeral home that
Allegiance acquired via foreclosure) were $1.4 million and the
Allegiance debt payable was $28.5 million. If the Company
receives the Consent, the loans receivable, assets held for
sale, and the debt payable reflected on the Company's
consolidated balance sheet will be eliminated because Point West
Capital will no longer control Allegiance Funding I, LLC.

The Company has been provided with some information regarding
the performance of the underlying loans and, based on the
apparent continuing problems with the loans, the Company
believes that the loans receivable have declined in value and
the Allegiance Certificates have declined in value accordingly.
As a result, if the Consent had been received on March 31, 2003,
the Company's assets would have been approximately $1.8 million,
which consists of cash, the estimated value of the Allegiance
Certificates and the estimated value of other miscellaneous
receivables, with negligible payables.

The Company does not have any business operations and does not
have any prospect of resuming business operations. If the
Company receives the Consent, the Company plans to seek
shareholder approval to dissolve the Company. Following that
approval, the Company will attempt to sell the Allegiance
Certificates and other miscellaneous receivables in order to
distribute the resulting proceeds together with the Company's
other assets to the shareholders, less any amounts retained to
satisfy any liabilities. No assurance can be given that the
Consent or other resolution will be obtained or, if obtained,
that the Company will be able to sell the Allegiance
Certificates on satisfactory terms or at all. If it is unable to
resolve satisfactorily this matter, the Company may seek relief
through a Chapter 7 bankruptcy liquidation proceeding.

Ward Rotter, the CEO, and Joanna Zesiger, the CFO, are the only
remaining employees of the Company. They work on an hourly basis
as needed. The office is leased on a month-by-month basis.

The Company does not have the resources to bear ongoing expenses
necessary to produce audited financial statements and to
continue to file reports under the Securities and Exchange Act
of 1934. As a result, the Company does not anticipate filing a
Form 10-KSB for the year ended December 31, 2002 or any future
Form 10-QSB. Any future material information relating to the
Company will be reported on Form 8-K.


POLAROID CORP: Seeks Approval of Plan Solicitation Procedures
-------------------------------------------------------------
Polaroid Corporation and debtor-affiliates, and the Official
Committee of Unsecured Creditors jointly -- the Proponents --
ask the Court to:

  (a) approve the procedures and materials employed to provide
      notice of the Disclosure Statement Hearing and
      Confirmation Hearing;

  (b) set the time and date for the Plan Confirmation Hearing;

  (c) establish the Record Date and Voting Deadline;

  (d) determine the treatment of certain claims and interests
      for notice and voting purposes;

  (e) approve the solicitation procedures for confirmation; and

  (f) direct all banks, brokerages, transfer agents and
      clearinghouses to disseminate the appropriate solicitation
      packages to holders of the Debtors' public debt and
      cooperate with the Proponents with respect to the
      solicitation process.

                   Disclosure Statement Notices

Gregg M. Galardi, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, in Wilmington, Delaware, reports that, in accordance with
Rules 3017(a), 2002(b) and (d) of the Federal Rules of
Bankruptcy Procedure, on March 21, 2003, the Proponents:

  (a) delivered a copy of the Disclosure Statement and the
      Solicitation Procedures by overnight mail or hand delivery
      to:

      -- the United States Trustee,

      -- the Securities and Exchange Commission,

      -- the office of the U.S. Attorney for the District of
         Delaware,

      -- the District Director for the Internal Revenue Service,

      -- counsel for the agent of the Debtors' prepetition and
         postpetition lenders,

      -- counsel to the Examiner, and

      -- all parties who have requested notice pursuant to Rule
         2002 of the Federal Rules of Bankruptcy Procedure; and

  (b) delivered a copy of a notice setting forth the time and
      place of the hearing to consider the Disclosure statement
      by first class mail to:

      -- all persons or entities that filed proofs of claim,

      -- all persons or entities scheduled as having a claim in
         the Debtors' schedules of assets and liabilities filed
         with the Bankruptcy Court,

      -- all debt and equity security holders of the Debtors of
         record,

      -- the indenture trustees of the Debtors' debt
         securities, and

      -- any other known holders of claims against or equity
         interests in the Debtors.

Mr. Galardi contends that the notice contains all necessary and
appropriate information regarding the Disclosure Statement
hearing and the manner and deadlines for filing objections to
the Disclosure Statement and the Solicitation Procedures.

                  Confirmation Hearing Notice

The Proponents ask the Court to set May 29, 2003 at 1:30 p.m. as
the date for a hearing to consider confirmation of the Plan.
The Proponents also ask the Court to allow the Confirmation
Hearing to be continued from time to time by announcing the
continuance in open court or otherwise, all without further
notice to parties-in-interest.

Bankruptcy Rule 3020(b)(1) provides that objections to
confirmation of a plan must be filed and served "within a time
fixed by the Court."  Accordingly, the Proponents ask the Court
to set May 19, 2003 as the deadline for filing and serving
objections to confirmation of the Plan.  Moreover, the Court
should consider only timely filed and served written objections
to plan confirmation.  The Proponents also ask Judge Walsh to
direct that the objection:

    (a) be made in writing,

    (b) comply with the Bankruptcy Code, the Federal Rules of
        Bankruptcy Procedure and the Local Bankruptcy Rules;

    (c) specify the name of the objector and the nature and
        amount of any claim or interest asserted against the
        Debtors, their estates or their property;

    (d) state with particularity the legal and factual bases for
        the objection, including specific reference to the text
        of the Plan to which the objection is made; and

    (e) be filed with the Bankruptcy Court, together with proof
        of service, and served by personal service, overnight
        delivery or first class mail, so as to be received no
        later than the Confirmation Objection Deadline, by these
        parties:

        -- counsel for the Debtors,

        -- counsel for the Committee,

        -- counsel to the agent of prepetition and postpetition
           lenders,

        -- United States Trustee,

        -- counsel to EOP Imaging Corporation,

        -- counsel to Polaroid Corporation, and

        -- counsel to D.E. Shaw Laminar Portfolios, LLC.

The Proponents ask the Court to approve the form of notice of
the Confirmation Hearing Date to creditors and parties-in-
interest. The Confirmation Hearing Notice provides notice, among
other things:

    (a) the approval of the Disclosure Statement;

    (b) the date for the hearing on confirmation of the Plan;

    (c) the deadline and procedures for filing objections to
        Plan confirmation;

    (d) the deadline and procedures for temporary allowance of
        certain claims for voting purposes;

    (e) the treatment of certain unliquidated, contingent or
        disputed claims for notice, voting and distribution
        purposes;

    (f) the record date; and

    (g) the voting deadline for receipt of ballots.

In addition, the Proponents propose to include a copy of the
Confirmation Hearing Notice in the Solicitation Packages to be
mailed by the Voting Agent to holders of Claims in Class 3 and
Class 4 under the Plan, as well as the Securities and Exchange
Commission, the District Director of the Internal Revenue
Service and the United States Trustee.  Also, the Proponents
will supplement the notice by publishing the Confirmation
Hearing Notice in "The Boston Globe" and "The Wall Street
Journal" on or before the Solicitation Mailing Deadline.

Mr. Galardi asserts that these procedures regarding the
provision of notice of the Confirmation Hearing, Confirmation
Objection Deadline and related matters provide sufficient notice
to all parties-in-interest in these bankruptcy cases and comply
with Bankruptcy Rules 2002 and 3017.

               Record Date and Voting Deadline

To ensure that the Solicitation Packages are distributed on or
prior to the Solicitation Mailing Date, the Proponents and the
Voting Agent have set April 8, 2003 as the Record Date for
determining the creditors and interest holders entitled to:

    (a) receive Solicitation Packages; and

    (b) vote to accept or reject the Plan.

The Proponents have instructed those responsible for compiling
ownership lists to prepare the lists as of the Record Date.

Accordingly, the Proponents ask the Court to exercise its power
under Section 105(a) of the Bankruptcy Code and set April 8,
2003 as the Record Date.  In addition, pursuant to Bankruptcy
Rule 3017, the Proponents ask the Court to set May 21, 2003 at
4:00 p.m. as the deadline by which all ballots accepting or
rejecting the Plan must be received by the Voting Agent

            Treatment of Claims for Voting Purposes

Under the Plan, Mr. Galardi relates, holders of claims in
Classes 1 and 2 are Unimpaired Creditors.  Thus, these Claim
holders are not entitled to vote on the Plan.

On the other hand, the Plan provides that Class 5 Intercompany
Claims and Class 6 Interest and Subordinated Claims under the
Plan will not receive any distribution or retain any interest in
the Debtors.  Hence, pursuant to Bankruptcy Code Section
1126(g), Classes 5 and 6 are deemed to have rejected the Plan
and solicitation of the Class 5 and 6 votes is unnecessary.

In lieu of Solicitation Packages, the Proponents propose to
mail, or cause to be mailed, by first class mail:

    (a) to the Unimpaired Creditors, a copy of the Notice of
        Non-Voting Status with respect to Unimpaired Classes;
        and

    (b) to Non-Voting Parties, a copy of the Notice of Non-
        Voting Status.

Each of the notices provides:

    (a) notice of the approval of the Disclosure Statement;

    (b) notice of the Plan filing;

    (c) instructions regarding the various ways to obtain or
        view copies of the Disclosure Statement and Plan and
        other documents;

    (d) information regarding the Confirmation Hearing; and

    (e) detailed directions for filing confirmation objections
        by the Confirmation Objection Deadline.

                 Temporary Allowance of Claims

Certain creditors of the Debtors have claims that are
contingent, unliquidated or disputed.  These creditors are not
entitled to vote on the Plan.  However, under Bankruptcy Rule
3018(a), "the Court . . . may temporarily allow the claim or
interest in an amount which the court deems proper for the
purpose of accepting or rejecting a plan."

Accordingly, the Proponents ask the Court to fix May 15, 2003 as
the deadline for any creditor to file and serve a motion
pursuant to Bankruptcy Rule 3018(a) seeking temporary allowance
of a claim for voting purposes.  The Proponents further ask
Judge Wash to direct that the motions:

    (a) be made in writing;

    (b) comply with the Bankruptcy Code, the Bankruptcy Rules
        and the Local Rules;

    (c) set the name of the party asserting the Rule 3018(a)
        motion;

    (d) state with particularity the legal and factual bases for
        the Rule 3018(a) motion; and

    (e) be filed with the Bankruptcy Court, together with proof
        of service, and served by personal service, overnight
        delivery or first class mail, so as to be received by
        the Notice Parties no later than the Rule 3018(a) Motion
        deadline.

In addition, the Proponents propose that any party timely filing
and serving a Rule 3018(a) motion be provided a ballot and be
permitted to cast a provisional vote to accept or reject the
Plan.  If, and to the extent that, the Parties are unable to
resolve the issues raised by the motion prior to the Voting
Deadline, then the Rule 3018(a) Motion will be considered by the
Court at the Confirmation Hearing, and determine the amount, if
any, in which the party filing the Motion be entitled to vote.

Mr. Galardi explains that requiring the Rule 3018(a) Motion to
be filed by the deadline will afford the Proponents sufficient
time to consider and, if necessary, contest the motion and will
help ensure that an accurate tabulation of ballots is completed
by the Confirmation Hearing Date.  Moreover, hearing unresolved
Rule 3018(a) Motions on the Confirmation Hearing Date will avoid
burdening the Bankruptcy Court with separate hearings on the
motions.

                      Solicitation Procedures

Mr. Galardi recalls that by order dated October 15, 2001, Donlin
Recano & Company, Inc. was retained by the Debtors as the
claims, noticing and balloting agent of the Bankruptcy Court.
In this regard, the Proponents propose to use Donlin as the
claim, noticing and balloting agent to assist in mailing
solicitation packages and notices, receiving and tabulating
ballots cast on the Plan, and to certify to the Bankruptcy Court
the results of the balloting.

The Proponents ask the Court to approve the form of ballots to
be utilized in soliciting votes on the Plan, as modified to meet
the particular requirements of these Chapter 11 cases and the
Plan. The Ballots are:

    (i) Ballot for Class 3 General Unsecured Claims;

   (ii) Ballot for Class 4 Convenience Claims;

  (iii) Beneficial Owner Ballot for Class 3 holders of 6 3/4%
        Notes due 2002;

   (iv) Master Ballot for DTC Participants of 2002 Notes;

    (v) Beneficial Owner Ballot for Class 3 holders of 7 1/4%
        Notes due 2007;

   (vi) Master Ballot for DTC Participants of 2007 Notes;

  (vii) Beneficial Owner Ballot for Class 3 holders of 11 1/2%
        Notes due 2006; and

(viii) Master Ballot for DTC Participants of 2006 Notes.

Holders of Class 3 General Unsecured Claims may make the Lump
Sum Election.  Accordingly, on their ballots, holders of Class 3
General Unsecured Claims are afforded an opportunity to make a
Lump Sum Election.  Upon making the Lump Sum Election, holders
of Note Claims will be deemed to have tendered their Notes.

The Proponents suggest that only those persons holding claims in
Class 3 and Class 4, who have timely filed proofs of claim that
have not been disallowed by the Court or whose claims are
scheduled in the Schedules, receive a Solicitation Package.  So
as to avoid duplication and reduce expenses, the Proponents
propose that creditors who have filed duplicate claims in any
given class should be required to receive only one Solicitation
Package and one ballot for voting their claims with respect to
that Class.

For all persons or entities who are listed on the Debtors'
Schedules as having a claim or a portion of a claim which is
disputed, unliquidated or contingent or who filed a proof of
claim prior to the Solicitation Date reflecting a claim or
potion of a claim that is disputed, unliquidated or contingent,
the Proponents propose to distribute a Solicitation Package that
contains, in lieu of a ballot and the Confirmation Hearing
Notice, a Notice of Disputed Claim Status.

The Notice of Disputed Claim Status informs the person or entity
that their claim has been identified as disputed, contingent, or
unliquidated or that it has scheduled as zero or unknown amount.
The Notice of Disputed Claim Status also informs the person or
entity that absent having filed a Rule 3018(a) Motion, they are
precluded from submitting a vote with respect to the claim.
These persons will be instructed in the notice to contact the
Voting Agent to receive a ballot for any claim if a Rule 3018(a)
Motion is timely filed.

The holder of any claim as to which a separate objection,
whether to the entire claim or only a portion thereof, has been
filed not be entitled to vote on the Plan and any ballot cast by
this holder not be counted in determining whether the
requirements of Section 1126(c) of the Bankruptcy Code have been
met unless:

    (a) the claim has been temporarily allowed for voting
        purposes; or

    (b) on or before the Voting Deadline, the objection to the
        claim has been resolved in favor of the creditor
        asserting the claim.

Because of the complexity and difficulty associated with
reaching beneficial owners of publicly traded securities, many
of which hold their securities in brokerage accounts and through
several layers of ownership, and because of the added complexity
of identifying all beneficial holders of the Notes, the
Proponents propose that all known participants in the Depository
Trust Company be required to send the appropriate solicitation
materials, in a manner customary in the securities industry, so
as to maximize the likelihood that beneficial owners of the
Notes will receive the materials and be given the opportunity to
vote on the Plan in a timely fashion.

Accordingly, the Proponents intend to cause Donlin or its agent
to transmit the Solicitation Packages to each DTC Participant
Donlin identified as an entity through which beneficial owners
hold or held the Notes as of the Record Date.  The Proponents
further propose that the Bankruptcy Court order that the DTC
Participants through which beneficial owners hold the Notes as
of the Record Date promptly distribute the Solicitation Packages
to the beneficial owners for whom they held the securities.

Mr. Galardi informs the Court that the Solicitation Packages to
be transmitted to beneficial holders of the Notes by DTC
Participants will include a ballot for the beneficial owners and
a return envelope provided by, and addressed to, the requisite
DTC Participants of the beneficial owners.  The DTC Participants
must then summarize the individual votes of their beneficial
owners from the Beneficial Owner Ballots on a master ballot to
be provided to them by the Debtors.  In addition, the DTC
Participant will identify those beneficial owners that make the
Lump Sum Election.  The DTC Participants will then return the
Master Ballot to the Voting Agent by the Voting Deadline.

Mr. Galardi contends that the procedure adequately recognize the
complex structure of the securities industry, enables the
Proponents to transmit materials to the beneficial owners of the
Notes, and affords the persons with a fair and reasonable
opportunity to vote.

                        Voting Procedures

So as to avoid uncertainty, to provide guidance to the
Proponents and Donlin, and to avoid the potential for
inconsistent results, the Proponents ask the Court to establish
these guidelines for tabulating votes to accept or reject the
Plan:

A. Votes Counted

   Any original ballot with an original signature timely
   received, properly executed, containing sufficient
   information to permit the identification of the claimant and
   cast as either an acceptance or rejection of the Plan, will
   be counted and will be deemed to be cast as an acceptance or
   rejection of the Plan.  Each DTC Participant or beneficial
   owner of the Notes is required to vote the full principal
   amount of its claim relating to the Notes.

B. Votes Not Counted

   These ballots should not be counted or considered for any
   purpose in determining whether the Plan has been accepted or
   rejected:

   (a) any ballot received after the Voting Deadline, even if
       postmarked before the Voting Deadline;

   (b) any ballot that is illegible, or contains insufficient
       information to permit the identification of the claimant;

   (c) any ballot that indicates neither an acceptance nor a
       rejection, or indicates both an acceptance and rejection
       of the Plan;

   (d) any ballot cast by a person or an entity that does not
       hold a claim in a class that is entitled to vote to
       accept or reject the Plan;

   (e) any unsigned ballot;

   (f) any form of ballot other than the official form sent by
       the Voting Agent or a copy thereof;

   (g) any photocopy of a ballot;

   (h) any ballot without an original signature; or

   (i) any ballot that is sent by facsimile transmission.

C. Changing Votes

   Whenever two or more ballots are cast voting the same claim
   prior to the Voting Deadline, the ballot dated latest, but
   received prior to the Voting Deadline, will be deemed to
   reflect the voter's intent and, thus, to supercede any prior
   ballots, without prejudice to the right of the Debtors or the
   Committee to object to the validity of the second ballot, if
   otherwise in compliance with the provisions set forth herein,
   on any basis permitted by law, to count first ballot for all
   purposes.

D. No Division of Claims, Interests or Votes

   Holders of claims or interests who vote must vote all of
   their claims or interests within a particular class either to
   accept or reject the Plan.  A ballot partially accepting and
   partially rejecting the Plan or ballots voted inconsistently
   will not be counted for any purposes.  For creditors who make
   the Lump Sum Election will be deemed to have made the Lump
   Sum Election of the creditor's entire claim.

E. Procedures for Counting Ballots from Noteholders

   All DTC Participants through which beneficial owners hold
   Notes are required to receive and summarize on a Master
   Ballot all Beneficial Owner Ballots cast by the beneficial
   owners they serve and then return the Master Ballot to the
   Voting Agent.  The DTC Participants are required to retain
   for inspection by the Bankruptcy Court the ballots cast by
   beneficial owners for one year after the Voting Deadline.

   To avoid double counting, votes cast by beneficial owners
   holding Notes through a DTC Participant and transmitted by
   means of a Master Ballot, be applied against the position
   held by the DTC Participant with respect to the Notes and
   votes submitted by DTC Participant on a Master Ballot not
   be counted in excess of the position maintained by the
   DTC Participant on the Record Date in the Notes.

   If conflicting, double or over-votes are submitted, Donlin
   will not be obligated to resolve the conflicting, double or
   over-vote prior to the Voting Deadline, but will attempt to
   do so in order to ensure that the votes of beneficial owners
   of Notes are accurately tabulated.  To the extent that
   conflicting, double or over-votes on a Master Ballot are not
   reconciled prior to the Voting Deadline, Donlin will count
   votes in respect of the Master Ballot in the same proportion
   as the votes to accept and reject the Plan submitted on the
   Master Ballot that contains the conflicting, double or over-
   vote, but only to the extent of the DTC Participant's
   position on the Record Date in the Notes.

   Banks and brokerage firms is directed to complete multiple
   Master Ballots, and the votes reflected by the multiple
   Master Ballots will be counted, except to the extent that
   they are duplicative of other Master Ballots.  If two or more
   Master Ballots submitted are inconsistent in whole or in
   part, the latest Master Ballot received prior to the Voting
   Deadline will, to the extent of the inconsistency, supercede
   and revoke any prior Master Ballot.

E. Copies and review of documents

   Any party-in-interest wishing to obtain a copy of the
   Disclosure Statement, the Plan, or the Solicitation Procedure
   may request the copies at the Debtors' expense by contacting
   Donlin or the Debtors' counsel. (Polaroid Bankruptcy News,
   Issue No. 35; Bankruptcy Creditors' Service, Inc., 609/392-
   0900)


QUANTA SERVICES: Revises Earnings Guidance for First Quarter
------------------------------------------------------------
Quanta Services, Inc., (NYSE: PWR) expects lower than previously
announced earnings for its first quarter ended March 31, 2003.
Quanta expects a first quarter net loss per share ranging
between $0.05 and $0.06 per share compared to the previously
reported expectation of breakeven.  The revised expectations are
due primarily to project delays and increased costs associated
with extreme weather conditions throughout the country in the
first quarter.

Revenues for the first quarter are expected to be approximately
$355 million, which is at the low end of the previously reported
range of $350 million to $370 million.  Quanta's guidance for
the year 2003 remains unchanged and the company remains in
compliance with its bank covenants.  As previously announced,
revenues for the year 2003 are expected to range between $1.65
billion and $1.70 billion and earnings per share in the range of
$0.28 to $0.36.  Actual first quarter results will be announced
in early May.

"The unusual weather conditions that struck most of the nation
in February and March hindered the progress of several
projects," said John Colson, chairman and chief executive
officer of Quanta Services.  "The extreme cold and large amounts
of snow in the Northeastern part of the U.S., combined with
twice the normal precipitation in many areas of the South and
Southeast and a record-breaking, 40-inch snowfall that paralyzed
the front range of the Rocky Mountain area not only kept our
crews from working, but also prohibited some of our offices from
opening for several days."

Quanta Services, Inc., is a leading provider of specialized
contracting services, delivering end-to-end network solutions
for electric power, gas, telecommunications and cable television
industries.  The company's comprehensive services include
designing, installing, repairing and maintaining network
infrastructure nationwide.

Quanta Services' 4.000% bonds due 2007 are currently trading at
about 70 cents-on-the-dollar.


SPIEGEL GROUP: Signs-Up J. Frank Associates as PR Consultant
------------------------------------------------------------
William Kosturos, Spiegel Interim Chief Executive Officer and
Chief Restructuring Officer, tells the Court that The Spiegel
Inc., and its debtor-affiliates require professional assistance
from a public relations firm in order to communicate effectively
and adequately with their numerous and diverse constituencies --
e.g., vendors, employees, customers, etc.  The Debtors have
selected J. Frank Associates, LLC to provide such assistance.

Accordingly, the Debtors ask the Court for an interim order
pursuant to Sections 327(a) and 328 of the Bankruptcy Code and
Rule 2014 of the Federal Rules of Bankruptcy Procedure,
authorizing them to employ the public relations firm of J. Frank
Associates, LLC in these cases, effective as of the Petition
Date.

J. Frank is expected to:

  a. implement a public relations plan for the Debtors;

  b. assist the Debtors' corporate communications employees in
     effectively and adequately communicating with the Debtors'
     various constituencies;

  c. draft and edit letters, Q&As, talking points, scripts, news
     releases and other such materials, as appropriate; and

  d. arrange and coordinate publication of notices in these
     cases in the appropriate newspapers.

Mr. Kosturos explains that the Debtors selected J. Frank because
the public relations firm possesses substantial expertise and
experience in providing these services and is well qualified to
do so.

Furthermore, Mr. Kosturos says, J. Frank is familiar with the
Debtors' businesses, operations, and constituencies.  J. Frank
was retained by Spiegel in June 2002 to assist Spiegel with its
investor and public relations efforts.

In return for the services, the Debtors have agreed to
compensate J. Frank using the firm's standard hourly billing
rates, as adjusted upward from time to time, and to reimburse J.
Frank for its expenses.  J. Frank's current standard hourly
billing rates are:

           Partner                $495 - 590
           Director                260 - 425
           Account Executive       150 - 225

These rates are comparable to the rates charged by other public
relations firms that are comparable in size and level of
experience to J. Frank.  Although other employees with J. Frank
will handle matters from time to time in these cases, the
current hourly rates for the employees anticipated to have
continuous and substantial involvement in these cases are:

           Andrew Brimmer         $495
           Laura Smith            $280

J. Frank has indicated that it is willing to provide services to
the Debtors and, upon performance thereof, will submit periodic
applications for compensation and reimbursement in accordance
with the Bankruptcy Code, the Bankruptcy Rules, and any orders
entered by this Court establishing procedures for payment of
fees and expenses of professionals.

J. Frank estimates that prepetition professional fees and
related expenses paid by the Debtors in the last 12 months
aggregate approximately $100,000.  In the period prior to the
Petition Date, the Debtors advanced $60,000 to J. Frank on
account of prepetition professional services performed and to be
performed and related expenses incurred and to be incurred in
connection with the commencement of these Chapter 11 cases.  J.
Frank will apply the Advanced Amounts in satisfaction of all
prepetition professional fees and related expenses.  After
application of amounts for payment of those fees and expenses,
approximately $20,000 will be held by J. Frank as an up-front
payment for services to be rendered.

Andrew Brimmer, a member of the firm of J. Frank Associates,
LLC, discloses that J. Frank and its members and associates may
have in the past represented, currently represent, and may in
the future represent entities that are claimants of the Debtors
in matters totally unrelated to the pending chapter 11 cases.
However, J. Frank does not and will not represent any such
entity in connection with the pending chapter 11 cases and does
not have any relationship with any such entity, attorneys, or
accountants that would be adverse to the Debtors or their
estates.

"Neither I, J. Frank, nor any member or associate or thereof,
insofar as I have been able to ascertain, holds or represents
any interest adverse to the Debtors, or their estates in the
matters upon which the Consulting Firm is to be engaged," Mr.
Brimmer assures Judge Blackshear.

                         *     *     *

The Court approves the Debtors' request on an interim basis and
pending the final hearing on April 9, 2003 at 2:00 p.m. (Spiegel
Bankruptcy News, Issue No. 2; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


SWEETHEART HOLDINGS: S&P Further Junks Corporate Credit Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
ratings on Owings Mills, Maryland-based Sweetheart Holdings Inc.
and its wholly owned subsidiary Sweetheart Cup Co. Inc. to 'CC'
from 'CCC+' following the company's announcement that holders of
85% of its 12% subordinated notes due in 2003 have accepted an
exchange offer. Standard & Poor's said that it has lowered the
rating on those notes to 'C' from 'CCC-'.

These ratings remain on CreditWatch, however the implications
have been revised to negative from developing. As of Dec. 31,
2002, the company had total debt, including capitalized
operating leases, of more than $700 million and bank loan
availability of about $32 million.

"On April 8, 2003, the noteholders who have agreed to the
exchange offer will receive new 12% senior notes due July 2004,"
said Standard & Poor's credit analyst Cynthia Werneth. "On that
date, the corporate credit ratings will be lowered to 'SD', or
selective default, and the rating on the exchanged notes will be
lowered to 'D'. This is because Standard & Poor's deems this a
distressed exchange, tantamount to a default". Standard & Poor's
said that after the exchange offer has been completed, new
corporate credit and debt ratings will be assigned to all the
Sweetheart entities. The new senior notes will be rated two
notches below the new corporate credit rating, reflecting the
significant amount of secured debt and operating leases ranking
ahead of them in the capital structure. Ms. Werneth added, "To
determine the new ratings, Standard & Poor's will consider the
likely easing of refinancing pressures, any developments with
respect to management's review of strategic options including a
potential sale of all or part of the business, market
conditions, company performance, and liquidity".

Standard & Poor's also said that its 'CCC-' subordinated debt
rating on the Fonda Group Inc.'s $120 million notes due 2007
remain on CreditWatch. (The Fonda Group merged into Sweetheart
Cup last year). However, CreditWatch implications have been
revised to positive from developing, reflecting the likelihood
that the rating on this debt will ultimately be the same or
slightly higher than it currently is.


TCENET INC: Company's Ability to Continue Operations Uncertain
--------------------------------------------------------------
TCEnet Inc., released its financial results for the year ended
December 31, 2002.

The company has a loss for the year ended December 31 2002 of
$1,104,853 as compared to a profit of $536,500 in 2001 and
negative cash flow from operations of $1,485,787. While the
company had positive working capital at December 31, 2002, its
ability to continue as a going concern is dependant upon its
ability to generate sufficient cash flow to meet its obligations
on a timely basis, to obtain additional financing and ultimately
to generate profitable operations. The company has restructured
its operations during the current year in an effort to reduce
cash out-flow and obtain profitability. The restructuring
included the sale of certain assets and liabilities associated
with its Datap division.

Despite the ongoing implementation of the aggressive cost-
cutting program, the Company expects to continue to experience
cash flow constraints and financial challenges in the near term.
As a result, the Company's Board of Directors will continue to
pursue discussions with potential strategic industry partners
and is currently reviewing various financing alternatives to
address these challenges.

Complete financial statements and management discussion can be
found at http://www.tcenetinc.com/annualsandinterims.htmlor on
SEDAR.


UNITED AIRLINES: Reaches Tentative Pacts with Flight Attendants
---------------------------------------------------------------
United Airlines (OTC Bulletin Board: UALAQ) has reached
tentative, six-year agreements with the Association of Flight
Attendants (AFA) and the Professional Airline Flight Control
Association (PAFCA) consisting of labor cost improvements,
productivity enhancements and increased business flexibility.
The agreements have been endorsed by the negotiating teams of
each union and are subject to approval by the UAL board of
directors and any appropriate board committee. The AFA's
tentative agreement also is subject to approval by the union's
Master Executive Council (MEC). In addition, both tentative
agreements require ratification by the membership of each union.

"These agreements move us much closer to achieving the savings
we need to transform United into a resilient and profitable
enterprise," said Glenn Tilton, chairman, president and chief
executive officer. "This is a trying time for everyone at the
company and I applaud our flight attendants and flight
dispatchers for rising to the challenge. In particular I want to
thank Greg Davidowitch of the AFA, Mikel Alpers of PAFCA, all
members of each union's negotiating teams and United's
negotiating teams for their cooperation and long hours spent
working on these agreements with the company. This is an example
of what we can accomplish collaboratively when we are focused on
the common goal of sharing in the long-term success of United
Airlines.

"The sacrifices that these agreements represent are necessary in
preparing United to emerge from bankruptcy as a stronger, more
competitive company," Tilton said. "We know that our timeline is
getting shorter with each passing day, so we will urgently
continue our negotiations with the International Association of
Machinists on similar tentative agreements. We are committed to
reaching consensual agreements and will continue our around the
clock discussions in the days ahead."

Leaders from each union will present the agreements to their
membership and establish a schedule for ratification. The
tentative agreements between the unions and United address the
company's short- and long-term cash needs, support the company's
plan for transformation, and provide average annual labor cost
savings in line with the company's financial requirements.

United in March reached tentative agreements with the Air Line
Pilots Association. Also in March, United's meteorologists,
represented by the Transport Workers Union, ratified contract
changes. News releases and other information about United
Airlines can be found at the company's Web site,
http://www.united.com

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


UNITED AIRLINES: Davidowitch Says New Pacts "Painful" but Needed
----------------------------------------------------------------
United Airlines flight attendant Master Executive Council
President Greg Davidowitch, of the Association of Flight
Attendants, AFL-CIO, issued the following statement after AFA
reached a tentative agreement with United management:

"Flight attendants understand that for this reorganization to be
successful, United must emerge from bankruptcy able to compete.
The airlines that have had the most success emerging from
bankruptcy have been the ones that have worked together with
their employees. As we have said before, AFA's number one goal
is success for our company and security for our members.

"The agreement provides the airline with cost savings management
said it needs to successfully emerge from bankruptcy. As we have
said from the beginning of this process, our ability to shape
our concessions and the future of our airline through
negotiations is much preferred to a court imposed abrogation of
the contract.

"Once again, the dedicated flight attendants of United have come
through for our airline by reaching a consensual agreement. This
agreement is painful. But it makes our airline competitive with
even the low-fare carriers, while doing everything possible to
protect our jobs and quality of life.

"Now that we have reached this agreement, we must focus all of
our efforts on supporting the flight attendants who will be so
dramatically impacted by these cuts.

"Details of the tentative agreement will not be released until
the AFA United Master Executive Council has the chance to review
and approve the tentative during a meeting scheduled for April 7
and 8. If approved by the MEC, the tentative agreement will then
be subject to AFA Membership ratification."

More than 50,000 flight attendants, including the 24,000 flight
attendants at United, join together to form AFA, the world's
largest flight attendant union. Visit its Web site at
http://www.unitedafa.org


UNITED AIRLINES: Intends to Give Reclamation Claims Admin Status
----------------------------------------------------------------
UAL Corporation, its debtor-affiliates, and their professionals
have devoted substantial time and effort reviewing and analyzing
Reclamation Claims.  The Debtors received purported demands
and/or supporting documentation from 40 vendors asserting
Reclamation Claims for $8,609,361.  After analysis, the Debtors
believe that valid Reclamation Claims total $3,671,623.  The
legal bases for reducing a Reclamation Claim include:

   1) Amounts are deemed invalid if the Debtors have already
      paid the bill;

   2) The Claim is deemed invalid if the Goods were not received
      in the proper time period;

   3) Amounts are deemed invalid if the Goods were not in the
      Debtors' possession at the time of the Reclamation Demand;

   4) Claims without detailed information that contain only a
      general demand are deemed invalid;

   5) Claims are deemed invalid if the Goods were never received
      by the Debtors;

   6) Claims are deemed invalid if the Goods were rejected by
      the Debtors and returned to the Claimaint; and

   7) Claims are deemed invalid if the cost of repossessing the
      Goods exceeded the value of the Goods.

By this motion, the Debtors ask Judge Wedoff, pursuant to
Sections 503(b) and 546(c)(2) of the Bankruptcy Code, to grant
administrative priority status for Reclamation Claims deemed
valid.

Supplier                 Total Claim Amount   Valid Claim Amount
--------                 ------------------   ------------------
Boeing                         $1,198,669           $304,311
Hamilton Sundstrand               844,225             96,827
Honeywell                         389,316             64,913
Pratt & Whitney                 5,097,093          3,010,629
Others                          1,080,058            194,943
                         ------------------   ------------------
                     Total     $8,609,361         $3,671,623
(United Airlines Bankruptcy News, Issue No. 14; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


UNITED AIRLINES: CEO Tilton Takes Additional Voluntary Pay Cut
--------------------------------------------------------------
UAL Corp., (OTC Bulletin Board: UALAQ) announced that Chairman,
President and Chief Executive Officer Glenn F. Tilton has
elected to reduce his 2003 salary by an additional 14%,
effective April 1, 2003.

In December, 2002, Tilton reduced his annual salary by 11%.  The
net effect of Friday's action will be a 25% reduction in his
annual salary, or a reduction of $237,500, to $712,500.

"Given the new financial challenges to United and this industry
created by the current external environment, I believe this is
an appropriate step," said Tilton.  "Everyone at United is
contributing significantly and proportionately to our financial
recovery, and we all recognize that, in the near term,
additional sacrifice may become necessary.  I'm proud to be
associated with the people of United, who are stepping up to the
challenges we face with courage and grace."

Tilton joined the company on September 2, 2002.

United operates more than 1,500 flights a day on a route network
that spans the globe. News releases and other information about
United may be found at the company's Web site at
http://www.united.com


UNITED AIRLINES: March Revenue Passenger Miles Slide-Down 5.7%
--------------------------------------------------------------
United Airlines (OTC Bulletin Board: UALAQ) reported its traffic
results for March 2003.  Total scheduled revenue passenger miles
(RPMs) declined in March by 5.7 percent vs. the comparable month
in 2002, while the passenger load factor dropped by 3.8 points
to 73.7 percent vs. 77.5 percent last year.   Available seat
miles (ASMs) were down slightly by 0.8 percent.

"While overall traffic was down in March, we were encouraged by
the strength we saw in our domestic markets," said Greg Taylor,
senior vice president-planning.  Domestic traffic rose 0.1
percent while domestic capacity was down 0.1 percent, increasing
the domestic load factor slightly from 74.8 percent to 74.9
percent.

United operates more than 1,500 flights a day on a route network
that spans the globe.  News releases and other information about
United may be found at the company's Web site at
http://www.united.com


US AIRWAYS: Elects David Bronner as New Board Chairman
------------------------------------------------------
US Airways' Board of Directors, during its organization meeting
in New York on Monday, April 1, 2003, elected Dr. David G.
Bronner chairman of US Airways Group, Inc.'s 15- member board,
effective April 1, 2003.  Dr. Bronner is the chief executive
officer of the Retirement Systems of Alabama.

"Dr. Bronner and RSA have been extremely supportive throughout
our restructuring and share this management's full enthusiasm
for the direction the company has charted to prosper. I look
forward to working closely with him and the new board to
strengthen the US Airways franchise," said US Airways President
and Chief Executive Officer David N. Siegel.

For the past 30 years, Dr. Bronner has served as the senior
executive of Alabama's state pension fund. Under his leadership,
RSA's total assets have grown from $500 million to over $24
billion. In addition to the US Airways investment, RSA's other
notable investments include development of the Robert Trent
Jones Golf Trail; the acquisition of Community Newspapers
Holdings, Inc., Raycom Media; and 55 Water Street, the largest
office building in New York.

Dr. Bronner will chair the board in a non-executive capacity.
Siegel will continue to manage day-to-day airline operations.

Over his career, Dr. Bronner has held a number of senior-level
management positions for the State of Alabama, including
executive director, Public Education Employees' Health
Insurance, and finance director for the State of Alabama. He
also was assistant dean of the School of Law at the University
of Alabama.

Dr. Bronner holds a Ph.D. from the University of Alabama; a J.D.
degree from the University of Alabama School of Law; and M.A.
and B.A. degrees from Minnesota State University.


US AIRWAYS: Court Approves New Pension Plan for Pilots
------------------------------------------------------
US Airways Group Inc., and its debtor-affiliates seek the
Court's authority to implement a new defined contribution
pension plan for its pilots following the distress termination
of its defined benefit Retirement Income Plan for Pilots of US
Airways.

After four days of hearings on the Plan Termination Motion, the
Court entered the Termination Order authorizing the Debtors to
establish a follow-on DC Pilots Plan.  At the hearing, the
Debtors estimated that the cost of a follow-on plan would be
approximately $122,000,000 per year.

John Wm. Butler, Jr., Esq., at Skadden, Arps, Slate, Meagher &
Flom, relates that after extensive negotiations between the
Debtors and the Air Line Pilots Association, an agreement was
reached resolving all disputes related to the distress
termination.  "By achieving a swift resolution of the pension
termination issues, US Airways' pilots once again have provided
remarkable leadership, sacrifice and stewardship of this
airline," he says.

The Agreement provides for implementation of the DC Pilots
Plan, which the Debtors estimate will cost approximately
$138,000,000 per year.

Because the proposed DC Pilots Plan will cost approximately
$16,000,000 million more per year than the defined contribution
plan that the Court authorized the Debtors to implement in the
Distress Termination Order, out of an abundance of caution, the
Debtors seek supplemental authority to implement the DC Pilots
Plan on the agreed terms and conditions.

The Debtors also entered into a Letter of Agreement
memorializing the previous amendment to the Plan of
Reorganization that preserves claims against insiders of the
Debtors, provides ALPA with a seat on the board of directors of
Reorganized US Airways, Inc. and other board committees,
shortens the elimination period for long-term disability, allows
retired pilots under age 65 to purchase basic life insurance,
resolves grievances relating to Jets-for-Jobs aircraft,
obligates the Debtors to enter into a tag-along agreement with
RSA, and obligates the Debtors to pay $750,000 to ALPA to
reimburse it for professional fees plus the flight pay loss of
the ALPA negotiating committee.

The Retired Pilots Association of US Airways, commonly called
the "Soaring Eagles," does not like how the negotiations were
organized.  Sherwin S. Kaplan, Esq., at Thelen, Reid & Priest,
in Washington, DC, argues that any agreement between the Debtors
and the ALPA is not binding.  The Soaring Eagles were not party
to the negotiations and have not agreed nor authorized any
entity to bargain on their behalf for the termination of the
Pension Plan. The ALPA does not speak for the retirees and
cannot bind them to any agreement to terminate the pension plan.
Neither the request, nor the Agreement upon which it is based,
will have an effect on the appeal the Soaring Eagles intend to
file regarding the distress termination order.

                          *     *     *

The Court authorizes the Debtors to implement the new pension
plan.  Among the salient terms of the New Defined Contribution
Program for Pilots are:

  -- ALPA consents to termination of the Retirement Income Plan
     for Pilots of US Airways with a date of termination of
     March 31, 2003 and withdraws, with prejudice, grievance MEC
     (Group) 03-02-01 and its opposition to the Company's
     distress termination motion and its appeal of the Order of
     Judge Stephen Mitchell dated March 2, 2003;

  -- The Company agrees to pursue and support a legislative and
     regulatory solution to the pension funding problem for its
     defined benefit plans for the remainder of 2003 with the
     objective of reducing funding requirements to the level of
     the December 2002 Disclosure Statement;

  -- Effective Date: April 1, 2003

     (a) Amounts equal to 2003 Contributions will be paid into
         escrow on a monthly basis.  If there is no DB plan
         restoration by December 31, 2003, escrowed funds will
         be paid to the new Defined Contribution plan on that
         date.  If the DB plan is restored by December 31, 2003,
         the escrowed funds will be paid back to the Company
         immediately following restoration.  The escrow account
         will be designated to the Company's satisfaction to
         ensure the return of escrowed funds if the DB Plan is
         restored, and ALPA will support the return.  After
         2003, any contributions to the DC plan will be made
         directed to the plan on a monthly basis;

     (b) Contributions effective as of April 1, 2003 -- unless a
         restoration occurs during 2003; and

     (c) A pilot retiring during 2003 will be paid an amount
         equal to the pilot's accrued replacement plan benefit
         at retirement, provided the pilot agrees to immediately
         repay that amount if the DB Plan is restored, and
         provided further that if the pilot fails to immediately
         repay that amount the pilot's retiree health and travel
         benefits will be permanently cancelled.  The Company
         reserves the right to seek recovery through legal means
         from pilots who fail to repay the benefit;

  -- Participants: pilots on active pay status, pilots on LTD
     status, furloughed employees upon recall, new hire pilots;
     etc.

A free copy of the New Pension Plan is available at:

           http://bankrupt.com/misc/new_pilot_plan.pdf

(US Airways Bankruptcy News, Issue No. 31; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


VALENTIS INC: Fails to Comply with Nasdaq Listing Requirements
--------------------------------------------------------------
Valentis, Inc., (Nasdaq: VLTS) received a Nasdaq Staff
Determination Letter on March 28, 2003 citing the Company's non-
compliance with the independent directors, audit committee
composition and shareholder approval requirements set forth in
Nasdaq Marketplace Rules 4350(c), 4350(d)(2) and 4350(i)(1)(A).
The Staff Determination Letter stated that the Company does not
have a sufficient number of independent directors to comply
with Nasdaq's audit committee composition requirements as
required by Rules 4350(c) and 4350(d)(2).  The Staff
Determination Letter also stated that the Company granted a
stock option that did not comply with the shareholder approval
requirement set forth in Rule 4350(i)(1)(A).

Nasdaq invited the Company to submit a written response to the
Staff Determination Letter no later than April 4, 2003.  The
Company has submitted its response, which sets forth the reasons
the Company believes that it is in compliance with each of
Nasdaq Marketplace Rules 4350(c), 4350(d)(2) and 4350(i)(1)(A)
and requests, alternatively, that if the Company is found to be
in violation of such Rules, that it be granted additional time
to regain compliance.

The Company's common stock is currently listed on The Nasdaq
SmallCap Market pursuant to an exception, granted by a Nasdaq
Listings Qualifications Panel, which, among other things,
requires that the Company demonstrate compliance with all
requirements for continued listing on The Nasdaq SmallCap
Market.  The Nasdaq Listings Qualifications Panel will consider
the Company's response in rendering its final decision regarding
the Company's continued listing.  There can be no assurance the
Panel will grant the Company's request for continued listing.
If the Company's securities are delisted from The Nasdaq
SmallCap Market, the trading of the Company's common stock is
likely to be conducted on the OTC Bulletin Board.

Valentis is converting biologic discoveries into innovative
products. The Company's lead product is the del-1 angiogenesis
gene formulated with one of the Company's proprietary polymer
delivery systems. The Company is developing its other
technologies, the GeneSwitch(R) and DNA vaccine delivery
technologies, through partnerships with pharmaceutical and
biotechnology companies. Additional information is available at
http://www.valentis.com

As reported in Troubled Company Reporter's January 28, 2003
edition, Valentis, Inc., (Nasdaq: VLTS) which has a total
shareholders' equity deficit of about $14 million at Sept. 30,
2002, received stockholder approval for its proposed capital
restructuring and that the restructuring activities have been
completed.


WESTERN WIRELESS: Likely GSM Buildout Triggers S&P's Rating Cuts
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered the corporate credit
and secured bank loan ratings on Western Wireless Corp. to 'B-'
from 'B' and the company's subordinated debt rating to 'CCC'
from 'CCC+'. The downgrade reflects the impact of lower roaming
yield and the anticipated GSM (Global System for Mobile
Communications) network buildout by national carriers on the
company's future roaming revenue growth. It also reflects
uncertainty related to the company's ability to meet increasing
debt maturities commencing in 2003 and overall slower industry
growth.

"The ratings remain on CreditWatch with negative implications,"
said Standard & Poor's credit analyst Rosemarie Kalinowski.
"Under Standard & Poor's stressed scenario, slower revenue
growth could result in the potential breach of an operating cash
flow to pro forma debt bank covenant.

Bellevue, Washington-based Western Wireless is one of the
largest rural wireless carriers in the U.S., providing service
to 1.2 million subscribers in 19 western states. As of Dec. 31,
2002, total domestic debt outstanding was about $2.2 billion.

The company's ratings are based only on its domestic operations,
as the company gives minimal financial support to unrestricted
international subsidiary Western Wireless International Holding
Co. (WWI). In addition, WWI's credit facilities are non-recourse
to Western Wireless. In 2002, Western Wireless invested about
$80 million in WWI and is expected to invest $30 million to $40
million in 2003.

In 2002, total domestic revenue declined 3% compared to a 13%
growth rate in 2001. The decline was due to slower subscriber
growth and a significant decline in roaming yield. In addition,
competition from national carriers increased with their offering
of regional plans. To somewhat offset some of these challenges,
Western Wireless introduced new regional plans in the second
quarter of 2002.


WESTPOINT STEVENS: S&P Puts Low-B/Junk Ratings on Watch Negative
----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on
Atlanta, Georgia-based WestPoint Stevens Inc., including the 'B'
long-term corporate credit and 'CCC+' subordinated debt ratings
on CreditWatch with negative implications. Upon completion of
Standard & Poor's review, the ratings could be affirmed or
downgraded.

Total debt outstanding at Dec. 31, 2002, was about $1.6 billion.

The CreditWatch placement follows the company's recent Form 12b-
25 filing in which it stated that its 10K filing will be delayed
due to negotiations with its lenders "regarding the amendment to
its Senior Credit Facility." The filing also stated that the
"outcome of these negotiations will likely have a significant
impact on the financial and other information presented in the
Form 10K."

"Standard & Poor's will monitor and evaluate the situation as
additional information becomes available," said Standard &
Poor's credit analyst Susan Ding. Standard & Poor's also expects
that there will be discussions with management to review the
company's business strategy and financial policies.

WestPoint Stevens is a home fashions consumer products company
with a line of company-owned and licensed brands for the bedroom
and bathroom. The company is a vertically integrated
manufacturer of bed linens, towels, and other accessories sold
in retail outlets. WestPoint Stevens products are marketed under
the well-known brand names of Martex, Grand Patrician, Vellux,
Stevens, and Lady Pepperell, and under licensed brands including
Ralph Lauren Home Collection.

Westpoint Stevens Inc.'s 7.875% bonds due 2005 (WSPT05USR1) are
trading at about 26 cents-on-the-dollar, says DebtTraders. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=WSPT05USR1
for real-time bond pricing.


WHEELING: Disclosure Statement Hearing Adjourned to April 24
------------------------------------------------------------
In light of the developments on the federally guaranteed loan,
Judge Bodoh adjourns the hearing on Wheeling-Pittsburgh Steel
Corp.'s Disclosure Statement to April 24, 2003 at 1:30 p.m.
Eastern Time. (Wheeling-Pittsburgh Bankruptcy News, Issue No.
37; Bankruptcy Creditors' Service, Inc., 609/392-0900)


WICKES INC: Imagine Investments Discloses 51% Equity Stake
----------------------------------------------------------
Wickes Inc. (NASDAQSC:WIKS), has been informed that Imagine
Investments, Inc., acquired 2,797,743 common shares of Wickes
Inc., owned by Riverside Group Inc., (OTCBB:RSGI) as well as an
option to acquire an additional 53,700 shares of Wickes owned by
Riverside. According to the parties, the transaction included
Imagine canceling Riverside debt at a rate of $5.00 per Wickes
common share plus an opportunity for Riverside to participate in
the future appreciation of Wickes shares. Imagine Investments,
Inc. and its affiliates now own approximately 51 percent of
Wickes outstanding common stock.

J. Steven Wilson, Chairman and CEO of Riverside Group Inc., has
served as the Chairman and CEO of Wickes since 1991, shortly
after Riverside became a substantial shareholder of Wickes. In
light of Riverside disposing of its entire ownership interest in
Wickes, Mr. Wilson has entered into an agreement with the
company and has resigned his position as Wickes Chairman and CEO
effective immediately.

Mr. Wilson stated, "I have enjoyed working with everyone
connected with Wickes over the years including my fellow
associates, the customers and the vendors and wish them the best
success in the future."

Imagine Investments, Inc. believes that Wickes has a great name
and a strong management team already in place. And, since the
Wickes Board of Directors already consists of high caliber
individuals, Imagine has no plans to change the Wickes Board
composition.

Robert E. Mulcahy III, a director since 1988, has been appointed
Chairman of Wickes Inc. In addition, the Wickes Board of
Directors established an Executive Management Committee
consisting of James R. Detmer, Senior Vice President of
Distribution, Logistics and Manufacturing; Jimmie J. Frank,
Senior Vice President of Merchandising and Sales and James A.
Hopwood, Senior Vice President and Chief Financial Officer. The
Executive Management Committee will oversee the Company's
operations on a day-to-day basis.

Mr. Mulcahy stated, "The Wickes Board of Directors appreciates
the innovation and leadership Steve Wilson provided over the
last twelve years. His many contributions have helped Wickes to
redefine itself with a sound business plan for the future. Steve
will be missed; however, we have every confidence in the core
management team he has developed and in the dedication of every
Wickes associate around the country."

Commenting on the future direction of the Company, James A.
Hopwood, Wickes Chief Financial Officer, added, "Wickes already
has a solid business plan in place. Some changes will occur as
we refine our plans; however, expect to see every employee
focused on servicing and growing our core building materials
business while we work to eliminate all distractions from our
goal of increasing sales and profitability. We are also pleased
that the Board is considering establishing an Employee Stock
Ownership Plan which would enable the employees of Wickes to
purchase over time a controlling interest in the Company from
either Imagine, other shareholders or the issuance of new
shares."

Wickes Inc., is a leading distributor of building materials and
manufacturer of value-added building components in the United
States, serving primarily building and remodeling professionals.
The Company distributes materials nationally and
internationally, operating building centers in the Midwest,
Northeast and South. The Company's building component
manufacturing facilities produce value-added products such as
roof trusses, floor systems, framed wall panels, pre-hung door
units and window assemblies. Wickes Inc.'s Web site,
http://www.wickes.com offers a full range of valuable services
about the building materials and construction industry.

                         *     *     *

As reported in Troubled Company Reporter's March 3, 2003
edition, Standard & Poor's lowered its corporate credit rating
on building materials distributor Wickes Inc., to 'SD' from 'CC'
and removed the rating from CreditWatch with negative
implications.

Vernon Hills, Illinois-based Wickes has about $64 million of
rated debt.

The rating action is based on the company's announcement that it
has completed its offer to exchange its new senior secured notes
due 2005 for its outstanding senior subordinated notes due
Dec. 15, 2003. Approximately 67% of the $64 million of senior
subordinated notes were tendered in this transaction. The
company also completed the refinancing of its senior credit
facility with a new $125 million facility.


WORLDPORT COMMS: Extends Shares Tender Offer to April 11, 2003
--------------------------------------------------------------
WorldPort Communications, Inc., (OTCBB:WRDP) has extended the
expiration date of its offer to purchase any and all of the
outstanding shares of its common stock, at a price of $0.50 per
share, to provide WorldPort stockholders with additional time to
respond to the offer. WorldPort's offer was previously scheduled
to expire at 5:00 p.m., New York City Time, on Friday, April 4,
2003. WorldPort has extended its offer so that it will now
expire at 5:00 p.m., New York City Time, on Friday, April 11,
2003, unless otherwise extended.

On April 4, 2003, as of 5:00 p.m., New York City Time, 6,171,888
shares of WorldPort common stock had been validly tendered and
not withdrawn pursuant to the Offer.

Questions and requests for assistance with respect to the offer
to purchase WorldPort shares may be directed to the Information
Agent for the transaction, Georgeson Shareholder Services, at
212/440-9800 (for banks and brokers), or, for all others, toll
free at 866/328-5441.

                          *   *   *

As reported in Troubled Company Reporter's November 14, 2002
edition, Worldport Communications said it was "operating with a
minimal headquarters staff while we complete the activities
related to exiting our prior businesses and determine how to use
our cash resources. We will have broad discretion in determining
how and when to use these cash resources. Alternatives being
considered include potential acquisitions, a recapitalization
which might provide liquidity to some or all shareholders, and a
full or partial liquidation. Upon any liquidation, dissolution
or winding up of the Company, the holders of our outstanding
preferred stock would be entitled to receive approximately $68
million prior to any distribution to the holders of our common
stock."


XCEL ENERGY: Settles All General Rate Case Issues in Colorado
-------------------------------------------------------------
Xcel Energy (NYSE: XEL) has reached a comprehensive settlement
regarding all issues raised in its 2002 general rate case filing
in Colorado.  After taking into account all aspects of the rate
structure, electricity base rates will decrease $230,000,
natural gas base rates will decrease $33.3 million and steam
base rates will decrease $26,000.

The reduction in electricity base rates, which includes the
costs of operating the utility business and a return on the
company's investment, will be offset by higher expenses for
generation fuel and purchased energy.  Base rates and energy
costs comprise the two most significant portions of the
typical customer bill.  The settlement would result in an
additional $93.1 million in energy costs currently being charged
to electricity customers through the end of 2003; this does not
result in any additional profit for the company.  The company
intends to file next week to request Commission authorization to
begin recovering the higher energy costs beginning May 1st.

The company is asking the commission to authorize the settlement
base rates to become effective on July 1, 2003.  The settlement
agreement is subject to CPUC approval.  The commission has
scheduled a hearing beginning April 28, 2003 to discuss the
agreement.  The Commission will also take public comment about
the settlement on April 28th from 4 to 7 p.m., in the CPUC
hearing room, 1580 Logan St. in Denver.

Typical residential customers will therefore see an increase of
$3.32 on their monthly electricity bills, while typical small
business electricity customers will see an increase of $6.74 per
month.  Typical residential customers will see a decrease of
$1.74 on monthly natural gas bills, while typical small business
natural gas customers will see a decrease of $5.55 a month.
Typical residential customers receiving both natural gas and
electricity from Xcel Energy will therefore experience a net
increase of $1.58 on their monthly utility bills; typical small
business with combined services will have a monthly increase of
just $1.19.

The settlement is a culmination of discussions with the staff of
the Colorado Public Utilities Commission, the Office of Consumer
Counsel, certain large customers, the City and County of Denver,
the Land and Water Fund, the Governor's Office of Energy
Management and Conservation, the Colorado Energy Assistance
Foundation, the Federal Executive Agencies and the Colorado
Business Alliance for Cooperative Utility Practices.

"Over the last three months, all parties have diligently worked
to resolve this complicated rate case," said Fred Stoffel, vice
president of regulatory policy.  "We have talked through all of
the issues, and believe the end result is fair to all parties
and will continue providing reasonable energy prices to our
customers.  While we have been successful holding costs down and
increasing efficiencies since the last electricity rate case,
which took place 10 years ago, there were many changes within
the company that needed to be reviewed.

"The outcome of this case has many intertwined parts.  On the
electricity side, the final result is that our base utility
rates are essentially going to remain flat.  However, because of
increases in the cost of the fuel used to generate power and
increases in the cost to purchase electricity, there will be an
increase in the fuel component of our rates," Stoffel said.  "On
the natural gas side, there will be an annual decrease in base
utility rates."

The major aspects of the settlement include a reduction to the
profit component of the rates, lower depreciation rates, and an
increase in costs assigned to non-regulated products and
services.  The authorized rate of return on equity for the
electricity business would decrease from 11 percent to 10.75
percent.  The authorized rate of return on equity for the
natural gas business would decrease from 11.25 percent to 11
percent.  The settlement also would provide Xcel Energy the
ability to continue its electricity trading operations and for
the sharing of trading profits between customers and the
company.  Xcel Energy's customers are protected from paying the
costs of energy trading losses.  The settlement also provides
for the commission to conduct a proceeding in 2004 to determine
whether energy trading should continued in its present form.

Xcel Energy is a major U.S. electricity and natural gas company
with regulated operations in 12 Western and Midwestern states.
Formed by the merger of Denver-based New Century Energies and
Minneapolis-based Northern States Power Co., Xcel Energy
provides a comprehensive portfolio of energy-related products
and services to 3.2 million electricity customers and 1.7
million natural gas customers through its regulated operating
companies. In terms of customers, it is the fourth-largest
combination natural gas and electricity company in the nation.
Company headquarters are located in Minneapolis.  More
information is available at http://www.xcelenergy.com

Xcel Energy Inc.'s 7.00% bonds due 2010 (XEL10USR1) are trading
at about 92 cents-on-the-dollar, DebtTraders reports. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=XEL10USR1for
real-time bond pricing.


XM SATELLITE: Declares Quarterly Dividend on 8.25% Preferreds
-------------------------------------------------------------
XM Satellite Radio Holdings Inc., (Nasdaq: XMSR) has declared a
regular quarterly dividend on its 8.25% Series B Convertible
Redeemable Preferred Stock.

The dividend is payable in shares of the Company's Class A
Common Stock at a rate of $1.0313 per share of Series B
Preferred Stock owned, with fractional shares to be paid in
cash.  The shares of Class A Common Stock to be issued will be
valued at 95% of the average daily price of the Class A Common
Stock for the 10 consecutive trading days ending on April 11,
2003.  The dividend is payable on May 1, 2003, to Series B
convertible preferred stockholders of record of XM Satellite
Radio Holdings Inc. as of April 21, 2003.

XM is America's #1 satellite radio service.  With nearly one-
half million subscribers today, XM is on pace to have more than
1 million subscribers later this year.  Whether in the car,
home, office or on the go, XM's loyal listeners enjoy 101
digital channels of choice: 70 music channels, more than 35 of
them commercial-free, from hip hop to opera, classical to
country, bluegrass to blues; and 31 channels of premiere sports,
talk, comedy, children's and entertainment programming.

XM's strategic partners are leaders in the automotive, retail,
consumer electronics and media industries.  Currently available
on 25 of General Motors' 2003 models, XM will be featured on 44
of GMs most popular models beginning later this year.  Honda is
making XM available on the Honda Accord, Honda Pilot and Acura
RL, Acura TL and Acura MDX models.  Toyota, Isuzu, Infiniti,
Nissan, Audi and Volkswagen will offer XM to their customers.
Consumers can also purchase XM's leading-edge car, home and
portable audio receivers, including the critically-acclaimed
Delphi XM SKYFi Radio, at Wal-Mart, Best Buy, Circuit City and
other major retailers nationwide.  XM's strategic investors
include General Motors, American Honda Motor Co. Inc., Clear
Channel Communications, DIRECTV and The Hearst Corporation.

For more information, please visit XM's Web site:
http://www.xmradio.com

As reported in Troubled Company Reporter's February 3, 2003
edition, Standard & Poor's Ratings Services lowered its
corporate credit ratings on satellite radio provider XM
Satellite Radio Inc., and its parent company XM Satellite Radio
Holdings Inc. (which are analyzed on a consolidated basis) to
'SD' from 'CCC-'.

At the same time, Standard & Poor's lowered its rating on the
company's $325 million 14% senior secured notes due 2010 to 'D'
from 'CCC-'.

These actions follow XM's completion of its exchange offer on
the senior secured notes, at par, for new 14% senior secured
notes due 2009.

All ratings were removed from CreditWatch with negative
implications where they were placed on Nov. 18, 2002.

XM Satellite Radio's 14.000% bonds due 2009 (XMSR09USR1) are
trading at about 58 cents-on-the-dollar, says DebtTraders. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=XMSR09USR1
for real-time bond pricing.


* Large Companies with Insolvent Balance Sheets
-----------------------------------------------
                                Total
                                Shareholders  Total     Working
                                Equity        Assets    Capital
Company                 Ticker  ($MM)          ($MM)     ($MM)
-------                 ------  ------------  -------  --------
Advisory Board          ABCO        (16)          48      (20)
Alliance Imaging        AIQ         (79)         658       25
Alaris Medical          AMI         (32)         586      173
Amazon.com              AMZN     (1,353)       1,990      550
Arbitron Inc.           ARB        (100)         156       (2)
Alliance Resource       ARLP        (46)         288      (16)
Altiris Inc.            ATRS         (6)          13       (8)
Actuant Corp            ATU         (44)         295       18
Avon Products           AVP         (91)       3,327       73
Saul Centers Inc.       BFS         (13)         388      N.A.
Big 5 Sporting Goods    BGFV        (23)         252       66
Blount International    BLT        (369)         428       91
Choice Hotels           CHH        (114)         314      (37)
Campbell Soup Co.       CPB        (114)       5,721   (1,479)
Echostar Comm           DISH     (1,205)       6,260    1,674
Dun & Brad              DNB         (19)       1,521     (104)
Hollywood Casino        HWD         (92)         553       89
Imax Corporation        IMAX       (118)         261       36
Imclone Systems         IMCL         (5)         474      295
Gartner Inc             IT           (5)         824       18
Jostens                 JOSEA      (540)         375      (40)
Journal Register        JRC          (4)         701      (20)
Kos Pharmaceuticals     KOSP        (75)          70      (55)
Level 3 Comm Inc.       LVLT       (240)       8,963      581
Memberworks Inc.        MBRS        (21)         281     (100)
Moody's Corp.           MCO        (327)         630     (190)
McDermott International MDR        (417)       1,278     (154)
McMoRan Exploration     MMR         (30)          73        5
Medical Staffing        MRN         (33)         162       55
MicroStrategy           MSTR        (69)         104       23
MTC Technologies        MTCT          0           26       10
Northwest Airlines      NWAC     (1,483)      13,289     (762)
Petco Animal            PETC        (11)         555      113
Proquest Co.            PQE         (45)         628     (140)
Per-Se Tech Inc.        PSTI        (50)         203       24
Qwest Communications    Q        (1,094)      31,228   (1,167)
Sepracor Inc.           SEPR       (392)         727      430
St. John Knits Int'l    SJKI        (76)         236       86
Talk America            TALK        (74)         165       36
UnitedGlobalCom         UCOMA    (3,284)       9,039   (8,279)
United Defense I        UDI         (30)       1,454      (27)
UST Inc.                UST         (47)       2,765      829
Valassis Comm.          VCI         (33)         386       80
Ventas Inc.             VTR         (54)         895      N.A.
MEMC Electronic         WFR         (25)         238       13
Western Wireless        WWCA       (274)       2,370     (105)
Xoma Ltd.               XOMA        (11)          72       30

                          *********

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

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

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

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

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

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

                          *********

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

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

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

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

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

                *** End of Transmission ***