TCR_Public/030409.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

             Wednesday, April 9, 2003, Vol. 7, No. 70

                          Headlines

3D VISIT INC: Sells Most of Company's Assets
360NETWORKS: Court Dismisses sub inc. Unit's Chapter 11 Case
ADELPHIA COMMS: Reorganizing Regional Management Structure
AIR CANADA: Robert Brown Appointed Board Vice-Chairman
AIRGATE PCS: Nasdaq Knocks-Off Shares Effective April 8, 2003

AIRTRAN HLDGS: Will Hold Q1 Earnings Conference Call on April 22
AMERCO: Executes Standstill Agreement with Holders of $100M Note
AMERICA WEST: Stock Clerks Ratify Five-Year Labor Agreement
AVALANCHE NETWORKS: Jan. 31 Balance Sheet Upside Down by $205K
AVCORP INDUSTRIES: Continues Re-negotiations with Major Lenders

BAY VIEW CAPITAL: Sells Auto Loans Totaling $35.7 Million
BETHLEHEM STEEL: Asks Court to Clear ISG Asset Purchase Pact
BRITISH ENERGY: Nonpayment of Principal Prompts Concern at Fitch
BURLINGTON INDUSTRIES: Outlines Progress in Bankruptcy Emergence
CENTENNIAL HEALTHCARE: Taps Buck as Human Resource Consultant

CLAYTON HOMES: Fitch Keeps Ratings Watch over Proposed Merger
CONSECO INC: TOPrS Committee Wins Court Nod to Tap Raymond James
DELTA AIR LINES: S&P Cuts Ratings on Two Related Deals to B
DIRECTV LATIN AMERICA: Hires Bankruptcy Services as Claims Agent
EAGLE FOOD CENTERS: Case Summary & 20 Largest Unsec. Creditors

EAGLE FOOD CENTERS: Receives Court Approval of First-Day Motions
ENRON: Co-Liability for $111M Tax Won't Affect PGE's Ratings
ENRON: EPMI Sues Snohomish Public Utility for $117MM in Damages
FAO INC: Judge King Confirms Chapter 11 Plan of Reorganization
FAO INC: Committee Signs-Up Traub Bonacquist as General Counsel

FLEMING: Honoring $50MM of Employee Compensation Obligations
FOCAL COMMS: Turns to Ryan & Company for Tax Consulting Services
FOSTER WHEELER: Appoints Kenneth A. Hiltz as Chief Fin'l Officer
FRONTIER AIRLINES: March Revenue Passenger Miles Slides-Up 14.1%
GAP INC: Promotes Lee Bird to Chief Operating Officer, Gap Div.

GENUITY: Wants to Expand Scope of Alvarez & Marsal's Engagement
GLOBAL CROSSING: Settles Claims Dispute with Teleglobe Entities
GOODYEAR TIRE: Applauds Steelworkers' Willingness to Negotiate
HARTMARX CORP: First Quarter 2003 Results Show Improved EBIT
I2 TECHNOLOGIES: Fails to Comply with Nasdaq Listing Guidelines

HAWAIIAN AIRLINES: Paul Weiss Named Special Corporate Counsel
INTERSTATE BAKERIES: Mulling Closure of Bakery in Sacramento
KAISER ALUMINUM: Court Okays Fourth Amendment to DIP Financing
L-3 COMMS: Will Publish March Quarter Results on April 22, 2003
LOMA LINDA UNIVERSITY: S&P Raises L-T Revenue Bond Rating to BB

MADGE NETWORKS: Nasdaq Intends to Knock-Off Shares Today
MAGELLAN HEALTH: Files 1st Amended Plan and Disclosure Statement
MCDERMOTT INT'L: Balance Sheet Erosion Triggers S&P Downgrades
METALS USA: Pushing for Court Approval of IPSCO Stipulation
MOUNTAIN OIL INC: Recurring Losses Raise Going Concern Doubt

NAT'L CENTURY: NPF XII Subcommittee Gets Okay to Hire Milbank
NEXLAND, INC.: Ability to Continue Operations is Suspect
NHC COMMS: Initiates CDN$1-Million Senior Management Financing
NORTHWESTERN CORP: Names William Austin to Executive Team as CRO
NQL DRILLING: Violates Profit-Based Covenants Under Credit Pact

NTELOS: Wants Nod to Access $35M DIP Wachovia Financing Facility
OWENS CORNING: Seeks PI Claimants Notice Protocol Clarification
PACIFIC GAS: Court Clears $2.8 Million Gas Transport Collateral
PAXSON: NBC Elects Not to Exercise Preferred Redemption Right
PENN TREATY: A.M. Best Affirms B- Financial Strength Ratings

PHOENIX CDO: Fitch Puts Three Note Class Ratings on Watch Neg.
POLAROID: Examiner Mandarino Turns to Traxi for Financial Advice
POLYONE: Fitch Hatchets Senior Debt Ratings to Lower-B Level
PONY EXPRESS USA: Needs Additional Capital to Fund Business Plan
PRINCETON VIDEO: Resources Insufficient to Meet Debt Obligations

RADIANT ENERGY: Misses Interest Payment on 7.75% Debentures
RAND MCNALLY: Emerges from Chapter 11 Reorganization Proceedings
RECOTON CORP: Files for Chapter 11 Reorganization in S.D.N.Y.
RECOTON CORP: Case Summary & 30 Largest Unsecured Creditors
REDBACK NETWORKS: Will Publish Q1 Financial Results on April 16

RIDER RESOURCES: Dec. 31 Working Capital Deficit Tops $4.6 Mill.
SIERRA PACIFIC: Parent Delivers Extensive Documentation to FERC
SONIC FOUNDRY: Considering Term Sheets Related to Asset Sale
SONICBLUE: Opta Systems Pitches Winning Bid for GoVideo Assets
SPIEGEL INC: Names Bankruptcy Services as Claims & Notice Agent

TESORO PETROLEUM: Fitch Assigns BB- Senior Secured Debt Rating
TIMCO AVIATION: Delays Filing of 2002 Annual Report on Form 10-K
TRAY INC: Case Summary & 6 Largest Unsecured Creditors
UNITED AIRLINES: Argenbright Demands Payment of $8MM TSA Funds
UNITY WIRELESS: External Auditors Express Going Concern Doubt

US AIRWAYS: Wants to Modify Plan to Remedy Technical Lapses
US AIRWAYS: Ranks First in Annual Airline Quality Rating
VESTA INSURANCE: Fitch Downgrades IFS Ratings to BB from BBB-
VIRAGEN: External Auditors Doubt Ability to Continue Operations
WHEELING-PITTSBURGH: Wants Mashuda Landfill & License Deals OK'd

WICKES INC: Riverside Transfers 2 Million Shares to Imagine Inv.
WILBRAHAM CBO: S&P Keeps Watch on Low-B & Junk Note Ratings
W.R. GRACE: SEC Imposes Cease-and-Desist Order vs. Ex-CEO Bolduc

* Phoenix Management Doesn't See Lenders Cheering Any Time Soon
* Buchanan Ingersoll Boosts IP in San Diego & Banking in NY

* Meetings, Conferences and Seminars

                          *********

3D VISIT INC: Sells Most of Company's Assets
--------------------------------------------
Creditors of 3D Visit Inc., (CDNX: VIS) accepted the company's
proposal by majority in a meeting held in Ottawa on March 31st,
2003.  The sale of most of the assets of 3D Visit Inc.,
including: The portal, the domain names, the equipment and the
customer base have been sold by court order on Friday April 4th
2003.


360NETWORKS: Court Dismisses sub inc. Unit's Chapter 11 Case
------------------------------------------------------------
360networks sub inc., obtained the Court's authority to
voluntarily dismiss its Chapter 11 case pursuant to Sections 349
and 1112(b) of the Bankruptcy Code and Rules 1017 and 2002 of
the Federal Rules of Bankruptcy Procedure.

As previously reported, 360 Sub is a special purpose direct 100%
subsidiary of the Debtors' ultimate Canadian parent, 360networks
inc.  360 Sub was created solely in anticipation of an
unconsummated prepetition merger transaction with NetRail, Inc.,
in which 360networks would acquire NetRail's stock and merge it
into 360Sub.  The proposed merger transaction never closed and
was subsequently terminated.

Pursuant to 360 Sub's U.S. bankruptcy filing, it also filed a
voluntary petition pursuant to the CCAA in Canada.  However, 360
Sub was not was one of the Debtors proposing or covered by the
Debtors' plan of restructuring approved in the CCAA proceedings.
Accordingly, the CCAA protection afforded to it has ended.

KPMG Inc. was appointed the receiver of 360networks in Canada
shortly after the implementation of the plan of restructuring.
Hence, as a wholly owned subsidiary of 360networks, 360 Sub is
now under KPMG's control. (360 Bankruptcy News, Issue No. 45;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


ADELPHIA COMMS: Reorganizing Regional Management Structure
----------------------------------------------------------
Adelphia Communications Corporation (OTC: ADELQ) is modifying
the structure of its regional operations to better serve
Adelphia customers by placing more responsibility, authority and
resources in the field.

Going forward, Adelphia will be organized into four primary
regions - Northeast, Central, Southeast and California and one
smaller Western region [as opposed to seven regions, as it had
been in the past]. At the same time, the company will expand the
size and capabilities of the local management teams in each
region to further decentralize Adelphia's management structure
and ensure local decisions are made closer to Adelphia's
customers.

"Consolidating into four large regions enables us to cost-
effectively augment regional staffs and resources to best serve
our customers," said Ron Cooper, President and Chief Operating
Officer of Adelphia. "This operating model is used by several
other MSOs and, after careful consideration, it is the right
approach to empower Adelphia's regional management teams."

The company has appointed Bob Wahl, Bill Kent, Dan Hebert and
Lee Perron as Senior Vice Presidents to lead the Northeast,
Central, Southeast and California regions, respectively. Steve
Delgado will continue to serve as Vice President of the Western
Region. Each of these executives is currently part of Adelphia's
regional management team.

"I am very pleased to promote these four proven Adelphia
executives," added Mr. Cooper. "I look forward to providing them
with the support and the resources they need to successfully
lead our regional efforts and, most importantly, meet the needs
of our customers."

As part of this decentralization effort, Adelphia will be adding
new vice president positions in marketing/sales,
engineering/construction, legal/government affairs, human
resources and finance to each of the four large regions. This
will insure that they have the leadership and experience
necessary to successfully take on their new responsibilities.

"Expanding the size, depth and expertise of the regional staffs
will enable us to effectively transition to this new
organizational structure," added Cooper. "I firmly believe the
result of this regional consolidation will be a stronger, more
customer-centric company."

Adelphia's four regional offices will be located in
Charlottesville, Va. (Central Region), West Palm Beach, Fla.
(Southeast Region), Woodland Hills, Calif. (California Region),
and a location yet to be determined for the Northeast Region.
The Western Region will be located in Monument, Colo.

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: Robert Brown Appointed Board Vice-Chairman
------------------------------------------------------
Air Canada announced the appointment of Robert E. Brown as Vice-
Chair of the Board of Directors, effective Monday, April 7,
2003.

"Bob's extensive experience in the aviation industry will serve
Air Canada well as we work to restructure the airline. I have
known Bob for many years and I look forward to working closely
with him," said Robert Milton, President and Chief Executive
Officer.

Mr. Brown will replace John Fraser as Chairman of the Board on
May 13, 2003. Mr. Fraser will continue as a member of the board
until his retirement to take effect at the next Annual General
Meeting. The date of the next Annual General Meeting is under
review.

"We are grateful for Jack's dedication and enormous contribution
to this company since privatization," said Mr. Milton.

Mr. Brown was President and CEO of Bombardier Inc. from 1999 to
December 2002. He held various senior positions during his
career at Bombardier, including President and CEO of Bombardier
Aerospace Group-North America in 1992, with responsibility for
Canadair, Learjet and deHavilland. In 1996, he was named
President and CEO of Bombardier Aerospace. Prior to joining
Bombardier in 1987, Mr. Brown held various senior positions with
the federal government of Canada.

Mr. Brown joined Air Canada's Board of Directors on March 12,
2003.

Air Canada represents Canada's only major domestic and
international network airline, providing scheduled and charter
air transportation for passengers and cargo. Air Canada is the
seventh largest North American airline and thirteenth largest
airline in the world, based on Revenue Passenger Miles.

Air Canada obtained an order from the Supreme Court of Ontario
providing creditor protection under the Companies' Creditors
Arrangement Act (CCAA) on April 1, 2003.  The company also filed
for Section 304 protection in the United States (Sec. 304
Petition S.D.N.Y. Case No. 03-11971). Matthew A. Feldman, Esq.
and Elizabeth Crispino, Esq., at Willkie Farr & Gallagher are
the petitioners' U.S. Counsels. At December 31, 2002, the
company reported total assets of about C$7.8 billion and total
debts of C$9.7 billion.

DebtTraders reports that Air Canada's 10.250% bonds due 2011
(AC11CAR1) are trading at about 24 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=AC11CAR1for
real-time bond pricing.


AIRGATE PCS: Nasdaq Knocks-Off Shares Effective April 8, 2003
-------------------------------------------------------------
AirGate PCS, Inc. (NASDAQ/NM: PCSA), a PCS affiliate of Sprint,
announced that a Nasdaq Listing Qualifications Panel has
determined that the Company does not satisfy the requirements
for continued listing on the Nasdaq National Market. As
previously announced, the Company was notified by Nasdaq on
January 28, 2003 of the Company's failure to regain compliance
with the minimum $1.00 bid price per share requirement contained
in Marketplace Rule 4450(a)(5) and its noncompliance with the
minimum $10 million stockholders' equity requirement contained
in Marketplace Rule 4450(a)(3), under Maintenance Standard 1,
and the market value of publicly held shares and minimum bid
requirement contained in Marketplace Rule 4450(b)(3) and (4),
under Maintenance Standard 2, for continued listing on The
Nasdaq National Market.

Accordingly, Nasdaq has determined to delist the Company's
securities from the Nasdaq National Market effective at the open
of business on April 8, 2003. The Company's common stock is now
trading on the OTC Bulletin Board under the same symbol "PCSA"
following its delisting from Nasdaq.

Commenting on the announcement, Thomas M. Dougherty, president
and chief executive officer of AirGate PCS, said, "Obviously we
are disappointed with Nasdaq's decision. Daily closing price
quotations on AirGate PCS' shares will be available to investors
through brokerage terminals, most popular Web sites and the OTC
Bulletin Board site, http://www.otcbb.com More importantly, we
continue to focus on the execution of our business plan with the
primary objective of improving our operations and enhancing
long-term shareholder value."

AirGate PCS, Inc., excluding its unrestricted subsidiary iPCS,
is the PCS Affiliate of Sprint with the exclusive right to sell
wireless mobility communications network products and services
under the Sprint brand in territories within three states
located in the Southeastern United States. The territories
include over 7.1 million residents in key markets such as
Charleston, Columbia, and Greenville-Spartanburg, South
Carolina; and Augusta and Savannah, Georgia.

At December 31, 2002, AirGate PCS' balance sheet shows a total
shareholders' equity deficit of about $340 million.

iPCS, Inc., a wholly owned unrestricted subsidiary of AirGate
PCS, Inc., is the PCS Affiliate of Sprint with the exclusive
right to sell wireless mobility communications network products
and services under the Sprint brand in 37 markets in Illinois,
Michigan, Iowa and eastern Nebraska. The territories include
over 7.4 million residents in key markets such as Grand Rapids,
Michigan; Champaign-Urbana and Springfield, Illinois; and the
Quad Cities areas of Illinois and Iowa.

AirGate and iPCS are separate corporate entities that have
discrete and independent financing sources, debt obligations and
sources of revenue. As an unrestricted subsidiary, iPCS's
lenders, noteholders and creditors do not have a lien or
encumbrance on assets of AirGate. Further, AirGate generally
cannot provide capital or other financial support to iPCS. iPCS
has filed a Chapter 11 petition under the federal bankruptcy
laws for the purpose of effecting a court-ordered
reorganization.

Sprint operates the largest, 100-percent digital, nationwide PCS
wireless network in the United States, already serving more than
4,000 cities and communities across the country. Sprint has
licensed PCS coverage of more than 280 million people in all 50
states, Puerto Rico and the U.S. Virgin Islands. In August 2002,
Sprint became the first wireless carrier in the country to
launch next generation services nationwide delivering faster
speeds and advanced applications on Vision-enabled Phones and
devices. For more information on products and services, visit
www.sprint.com/mr. PCS is a wholly-owned tracking stock of
Sprint Corporation trading on the NYSE under the symbol "PCS."
Sprint is a global communications company with approximately
72,000 employees worldwide and nearly $27 billion in annual
revenues and is widely recognized for developing, engineering
and deploying state-of-the art network technologies.


AIRTRAN HLDGS: Will Hold Q1 Earnings Conference Call on April 22
----------------------------------------------------------------
AirTran Holdings, Inc., (NYSE:AAI) will provide an online, real-
time webcast of its first-quarter earnings conference call on
Tuesday, April 22, 2003, at 10:00 a.m. (EST). Beginning
approximately two hours after the initial conference call is
completed, a replay of the webcast will be available.

To access the webcast, go to the "Investor Relations" area of
AirTran Airways' Web site -- http://www.airtran.com--
accessible from the homepage. Once there, click on either the
"Overview" or "Calendar" buttons, and follow the prompts for the
webcast. The broadcast will also be available at
http://www.streetevents.com

AirTran Airways is America's second-largest low-fare airline -
employing more than 5,000 professional Crew Members and serving
448 flights a day to 43 destinations. The airline's hub is at
Hartsfield Atlanta International Airport, the world's busiest
airport (by passenger volume), where it is the second largest
carrier operating 172 flights a day. The airline never requires
a roundtrip purchase or Saturday night stay, and offers an
affordable Business Class, assigned seating, easy online booking
and check-in, the A-Plus Rewards frequent flier program, and the
A2B corporate travel program. AirTran Airways also is a
subsidiary of AirTran Holdings, Inc., (NYSE: AAI), and the
world's largest operator of the Boeing 717, the most modern,
environmentally friendly aircraft in its class.

As previously reported in Troubled Company Reporter, Standard &
Poor's affirmed its single-'B'-minus corporate credit ratings on
AirTran Holdings Inc., and subsidiary AirTran Airways Inc., and
removed all ratings from CreditWatch, citing the airline's
relatively good operating performance amid difficult industry
conditions. The ratings were placed on CreditWatch on
September 13, 2001. Approximately $166 million of rated debt is
affected. The outlook is negative.

"Ratings have been affirmed and removed from CreditWatch due to
AirTran's relatively good operating performance, within an
industry that continues to incur massive losses," said Standard
& Poor's credit analyst Betsy Snyder.


AMERCO: Executes Standstill Agreement with Holders of $100M Note
----------------------------------------------------------------
AMERCO (Nasdaq: UHAL), the parent company of U-Haul, and the
holders of $100 million in notes issued by Amerco Real Estate
Company and guaranteed by AMERCO, executed another Standstill
Agreement.  Terms of the Standstill Agreement extend through
May 30, 2003.

As part of the Standstill Agreement, three affiliates of
Nationwide Mutual Insurance Company (Nationwide Life Insurance
Company, Nationwide Life and Annuity Insurance Company, and
Nationwide Indemnity Company) have agreed to dismiss the lawsuit
they filed against AREC and AMERCO on March 24, 2003 in the
Southern District of New York.

AREC will continue to make all required interest payments owing
under the Note Agreement, and AMERCO will provide the
Noteholders with timely information on the progress of the
Company's recapitalization initiatives. The Standstill also
calls for AREC and AMERCO to use their best efforts to seek
other sources of funds, which will be used to repay all amounts
due under the Note Agreement.

"This Standstill Agreement represents another significant step
towards obtaining standstill agreements with all of the
Company's major lenders," stated Joe Shoen, AMERCO's Chairman.
"Over the past few weeks we have made excellent progress in our
restructuring initiatives, including accepting a proposal for a
four-year, $865.75 million secured credit facility. We remain
committed to meeting all of our financial commitments and to
establishing a solid financial structure that will allow us to
build upon our core strengths as the acknowledged leader in the
self-moving and self-storage industry."

The Noteholders are: Monumental Life Insurance Company,
Transamerica Life Insurance Company, AUSA Life Insurance
Company, The Northwestern Mutual Life Insurance Company,
Nationwide Life Insurance Company, Nationwide Life and Annuity
Insurance Company, Nationwide Indemnity Company and the Canada
Life Assurance Company.

AMERCO is the parent company of U-Haul International, Inc.,
Republic Western Insurance Company, Oxford Life Insurance
Company and Amerco Real Estate Company. For more information
about AMERCO, visit http://www.uhaul.com


AMERICA WEST: Stock Clerks Ratify Five-Year Labor Agreement
-----------------------------------------------------------
America West Airlines (NYSE: AWA) announced that a five-year
collective bargaining agreement has been ratified by the
carrier's stock clerks, represented by the International
Brotherhood of Teamsters, and approved by the company's board of
directors.  The contract, tentatively agreed last month between
the company and the IBT, was approved by 88 percent of the
voting employees.

"We are pleased to have reached this agreement," said Douglas
Parker, chairman and chief executive officer.  "The contract
addresses key issues raised by America West's stock clerks while
recognizing the company's current financial condition.  The
contract is also consistent with the terms of our agreement with
the Air Transportation Stabilization Board."

The stock clerks workgroup includes approximately 55 employees.
Terms of the agreement were not disclosed.

Founded in 1983 and proudly celebrating its 20-year anniversary
in 2003, America West Airlines is the nation's second largest
low-fare airline and the only carrier formed since deregulation
to achieve major airline status. Today, America West serves 92
destinations in the U.S., Canada and Mexico.

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


AVALANCHE NETWORKS: Jan. 31 Balance Sheet Upside Down by $205K
--------------------------------------------------------------
Avalanche Networks Corporation (TSX Venture Exchange: AVH), a
business technology solutions provider, announced the financial
results for its third quarter of Fiscal 2003, ended
Jan. 31, 2003.

Copies of the most recent filings, including the audited
financial statements for Fiscal 2002 can be obtained on SEDAR at

http://www.sedar.com/command_servlet?cmd=DisplayCompanyDocuments&issuerNo=00
001063

Highlights:

* Revenues for the third quarter of Fiscal 2003 ended
  January 31, 2003 were $706,000, down 57% from $1,625,000 in
  third quarter sales a year ago.

* The company experienced a loss in the third quarter of Fiscal
  2003 of $448,036, as compared to a profit of $1,059 a year
  ago.

* Non-cash expenses included the amortization of $401,063 in
  goodwill related to the Automated Design Systems division,
  depreciation of $18,756 and a loss on disposition of assets
  related to the closing of offices of $13,441.

* Gross profit decreased 36.5% to $341,000 from $537,000 a year
  ago.

* Sales from the AvalancheSearch search engine optimization
  services grew by 45% over sales during the previous quarter.

"The expected increase in third quarter sales from our Automated
Design Systems division did not materialize, despite end-user
promotions from our primary supplier of CAD software", stated
company CEO, Bruce Lamb. "The continuing losses in this division
despite cost-cutting earlier in the year, led to our decision at
the end of this quarter to get out of the CAD software
business."

"The sales of our AvalancheSearch search engine marketing
product continue to grow, and the internal systems and processes
required to expand the sales of this product further are almost
complete. AvalancheSearch guarantees first-page placement of
client web sites in major search engines, such as MSN, Yahoo,
Google, AOL and more, and our customers have been experiencing
excellent returns from their AvalancheSearch marketing
investment. The web division of the company continues to
contribute positively to the corporate overhead and the
profitability of this division continues to improve."

The company's objectives are to continue to grow the market for
AvalancheSearch, while maintaining a small but profitable
plotter supplies business within the Automated Design Systems
subsidiary. The company plans to grow beyond its current
geographic boundaries in order to expand its client base for its
AvalancheSearch initiative. The company has recently moved its
head office to a new location at 36 Keefer Court, Unit 5,
Hamilton, Ontario, L8E 4V4. The main phone number is now 905-
297-3352 and the fax number has changed to 905-297-3356.

At January 31, 2003, the Company reported a total shareholders'
equity deficit of about $205K.

             Notes to Interim Financial Statements

Restructuring:

On January 31, 2003, the company announced that its Automated
Design Systems division is getting out of sales and training for
Computer Aided Design software. It will maintain a small but
profitable section of the company that sells plotter supplies to
the company's CAD clients.

Accounting Policies:

These Interim Financial statements follow the same accounting
policies as the April 30, 2002 financial statements with the
exception of the following:

Avalanche has adopted the recommendations of the CICA in
connection with the accounting for goodwill and intangible
assets. These standards require that goodwill and any intangible
assets with an indefinite life no longer be amortized and be
assessed annually to determine the existence of any impairment
by comparing the fair value of these assets with their carrying
amounts. Intangible assets with definite lives will continue to
be amortized over their useful lives. Accordingly, Avalanche
recorded amortization of all goodwill attributed to Lamb
Computer Systems Inc., operating as Automated Design Systems,
due to that division exiting the CAD business and being put into
receivership, as announced on January 31, 2003.


AVCORP INDUSTRIES: Continues Re-negotiations with Major Lenders
---------------------------------------------------------------
Avcorp Industries Inc., (TSX:AVP), whose September 30, 2002
balance sheet shows a working capital deficit of about C$11
million, has arranged additional short-term financing with a
Canadian chartered bank. The bank has agreed to increase the
previously announced short-term $12 million loan to $15 million
subject to the Company being able to provide security to the
bank's satisfaction.

The Company continues to work towards a sale and leaseback of
its land and building and has signed a conditional agreement for
a sale and leaseback with a Canadian insurance company. The
Company continues other debt re-negotiations with major lenders.

Avcorp Industries Inc., is a Canadian aerospace industry
manufacturer. The Company is a single-source supplier for
engineering design, manufacture and assembly of subassemblies
and complex major structures for aircraft manufacturers.


BAY VIEW CAPITAL: Sells Auto Loans Totaling $35.7 Million
---------------------------------------------------------
Bay View Capital Corporation (NYSE: BVC) announced the sale of
auto loans totaling $35.7 million in outstanding principal
balances.  These were recreational vehicle loans purchased from
March 1996 through December 1999.  The sales price included a
premium that was consistent with the mark-to-market adjustment
previously recorded on this portfolio.

This sale represents a further step in completing the Company's
plan of dissolution and stockholder liquidity. "We are pleased
to have completed this sale of RV loans.  These were loans
previously purchased on a flow basis outside of our core auto
lending business," said Charles G. Cooper, Bay View Capital
Corporation CEO.

Bay View Capital Corporation is a commercial bank holding
company headquartered in San Mateo, California and is listed on
the NYSE: BVC.  For more information, visit
http://www.bayviewcapital.com

As reported in Troubled Company Reporter's March 25, 2002
edition, Standard & Poor's Ratings Services withdrew all its
ratings on Bay View Capital Corp., and its subsidiaries
(including Bay View Bank N.A.) except the 'B-' preferred stock
rating on its subsidiary, Bay View Capital Trust I. These
ratings are being withdrawn as the company liquidates itself.

The preferred stock rating on Bay View Capital Corp.'s
subsidiary, Bay View Capital Trust I, is based on the parent
organization's liquidation strategy. The majority of assets have
been sold, and liquidation accounting has been adopted to
facilitate the orderly wind-down of operations and the eventual
dissolution of all assets and net cash proceeds to be paid back
to stockholders. All formerly rated debt has been retired and
there remains only the $90 million of preferred stock of Bay
View Capital Trust I. This debt will remain outstanding until
the issue can be called at the end of 2003.


BETHLEHEM STEEL: Asks Court to Clear ISG Asset Purchase Pact
------------------------------------------------------------
Concurrent with the proposed sale of all their assets, Bethlehem
Steel Corporation and its debtor-affiliates ask the Court to
approve the Asset Purchase Agreement dated March 12, 2003 with
International Steel Group Inc., and ISG Acquisition Inc.

A copy of the Asset Purchase Agreement is available for free at:

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

          ISG Will Acquire Debtors' Assets & Liabilities

Under the terms of the Asset Purchase Agreement, ISG will:

    (i) acquire substantially all of Bethlehem and its debtor-
        and non-debtor affiliates' assets and properties,

   (ii) assume certain liabilities, and

  (iii) assume certain executory contracts and unexpired leases.

The Debtors will sell their assets free and clear of all liens,
claims, encumbrances and interests, except for the liabilities
ISG will assume.

ISG will acquire the Debtors' the steelmaking operations in:

    * Burns Harbor, Indiana;
    * Sparrows Point, Maryland;
    * Steelton, Pennsylvania;
    * Coatesville, Pennsylvania; and
    * Conshohocken, Pennsylvania.

ISG will also purchase the Debtors' interests in Hibbing
Taconite Mining Company in Hibbing, Minnesota; the steel
finishing plants in Ohio, New York, and Indiana; and joint
ventures in Illinois, Indiana, Mississippi and Florida.  ISG
will also acquire the Martin Tower office building in Bethlehem,
Pennsylvania, other properties and working capital.

The Debtors intend to sell substantial non-core assets,
including the real property associated with their former and
existing operations in Lackawanna, New York; Bethlehem,
Pennsylvania; and western Pennsylvania.  These "non-core" assets
carry with them potentially substantial environmental
liabilities to be assumed by ISG, thus limiting the Debtors'
post-closing obligations as they carry on the task of seeking to
confirm a liquidating Chapter 11 plan.

Along with the major Assets, the Debtors will sell:

    * all their Cash,

    * owned and leased real property,

    * owned equipment,

    * machinery,

    * furniture, fixtures, and improvements,

    * tooling and spare parts,

    * Sale Orders and Purchase Orders,

    * postpetition Contracts, except, among others, those having
      post-Closing obligations not in excess of $100,000,

    * all accounts and notes receivable,

    * Inventory and Supplies,

    * Intellectual Property and Technology, and

    * all Employee Benefit Plans.

In addition, ISG will assume or satisfy by virtue of the
consideration paid under the Agreement:

    (a) all liabilities and obligations after the Closing
        relating to the Acquired Contracts including all cure
        costs;

    (b) all liabilities and obligations arising after the
        Closing relating to the Acquired Assets;

    (c) all environmental liabilities and obligations relating
        to the Acquired Assets except for those retained by the
        Debtors;

    (d) accounts payable as of the Closing Date for real and
        personal property taxes;

    (e) certain liabilities and obligations as of the Closing
        Date for real and personal property taxes not exceeding
        $42,000,000;

    (f) all liabilities and obligations as of the Closing Date
        for vacation pay for hourly employees over $10,000,000,
        not to exceed $20,000,000;

    (g) 50% of all liabilities and obligations as of the Closing
        Date for vacation pay for salaried employees, not to
        exceed $6,500,000;

    (h) the operating liabilities of the Debtors' railroad
        subsidiaries, Columbus Coatings Company, and Columbus
        Processing Company, LLC, excluding certain collective
        bargaining agreement or employee benefit plan.  The
        Railroad Subsidiaries include Brandywine Valley Railroad
        Company LLC, Upper Merion & Plymouth Railroad Company
        LLC, Lake Michigan & Indiana Railroad Company, LLC,
        Conemaugh & Black Lick Railroad Company LLC, Keystone
        Railroad LLC, Cambria & Indiana Railroad Company,
        Patapsco & Back Rivers Railroad Company LLC and Steelton
        & Highspire Railroad Company LLC; and

    (i) all liabilities and obligations relating to the Acquired
        Benefit Plans.

The Debtors contemplate that all secured claims, including the
debtor-in-possession financing facility and prepetition
inventory loan, will be satisfied out of the cash proceeds of
the Sale.

           Debtors Will Keep Certain Assets & Liabilities

However, the Debtors will retain certain Assets:

       Excluded Assets                                    Amount
       ---------------                                    ------
       Escrow Bond Deposit                            $2,500,000
       Collateral Investments                            700,000
       Life Insurance                                  4,200,000
       South Buffalo Railway Company
          Escrow Agreement
       Mamoraton Mining Company, Ltc. Pension
          Plan Surplus                                   450,000
       BethIntermodal Letter of Credit                   100,000
       Interocean Shipping Company Capital stock
       Plaintiff's lawsuits
       Surplus in the Great Lakes
          Protective Association                          80,000
       Prepaid insurance                               7,700,000

The Debtors will likewise retain:

    (1) any proceeds from the disposition of these assets;

    (2) any asset that is conveyed, leased, or disposed of from
        March 12, 2003 until the Closing Date;

    (3) all Contracts ISG will not acquire;

    (4) all of the Debtors' equity or other ownership interest
        in the ship business, other than any interest in the M/V
        Stewart Cort and the M/V Burns Harbor;

    (5) all shares of Capital Stock; and

    (6) all Employee Benefit Plans sponsored by the Debtors or
        their ERISA affiliates other than the Benefit Plans ISG
        will acquire.  ERISA Affiliate refers to any entity, any
        trade or business:

        -- under common control within the meaning of Section
           4001(b)(1) of ERISA with such Person; or

        -- which together with such Person is treated as a
           single employer under Sections 414(b), (c), (m), (n)
           and (o) of the Internal Revenue Code of 1986, as
           amended.

The Debtors will also keep these obligations:

    (a) all liabilities and obligations:

        -- for any environmental, health, or safety matter:

             (i) relating to any property or assets other than
                 the Acquired Assets;

            (ii) resulting from the transport, disposal, or
                 treatment of any hazardous materials by any
                 Debtor by the Closing Date to or at any
                 location other than the Real Property sold to
                 ISG; and

           (iii) relating to any personal injury resulting from
                 exposure to hazardous materials or otherwise on
                 or before the Closing Date;

        -- for any fine imposed on or before the Closing Date by
           any government agency for acts or omissions of the
           Debtors or the Joint Venture relating to any
           environmental, health, or safety matter;

        -- for damages relating to defects:

             (i) in products that the Debtors sold prepetition
                 or arising under warranties issued by the
                 Debtors prepetition; or

            (ii) in buildings or structures manufactured by the
                 Debtors or that incorporate products sold or
                 manufactured by the Debtors prepetition;

        -- under any collective bargaining contract or other
           Contract with any labor union or employment Contract
           or severance Contract except those that ISG will
           assume;

        -- to all present and former employees of any Debtor and
           their spouses and dependents, including:

             (i) all liabilities for welfare benefits under
                 Section 3.1 of ERISA; and

            (ii) all liabilities in connection with the Worker
                 Adjustment and Retraining Notification Act of
                 1988 (WARN) Act, the continuation coverage
                 requirements of the Internal Revenue Code
                 Section 4980B, the COBRA and the Coal Industry
                 Retiree Health Benefit Act of 1992;

        -- relating to any Debtor Benefit Plan;

        -- relating to the Ship Business, other than any
           liability under any Acquired Contract with respect to
           the M/V Stewart Cort or the M/V Burns Harbor; and

        -- arising under the Coal Act;

    (b) all asbestos claims; and

    (c) all other liabilities and obligations not assumed by
        ISG.

                   ISG Will Pay $1,500,000,000

Aside from the assumption of certain liabilities, ISG offers to
pay $798,600,000 in cash, subject to these provisions:

(A) The Amount will be increased on a dollar-for-dollar basis by
    an amount equal to all principal payments on the Debtors'
    Capital Leases and all payments on the Operating Leases
    actually made by the Debtors on or after December 31, 2002
    through the Closing Date;

(B) If the Court determines that the aggregate Cure Costs
    required to be paid in connection with the assumption and
    assignment of the Acquired Contracts exceeds $40,108,345,
    the Amount will be reduced by the excess;

(C) If the outstanding principal amount under the DIP Facility
    as of the Closing Date is less than $280,720,962, the Amount
    will be decreased by the shortfall; and

(D) The Amount will be decreased on a dollar-for-dollar basis by
    an amount equal to the Debtors' indebtedness assumed by ISG
    under the November 18, 1999 Loan and Security Agreement,
    between Columbus Coatings Company and Columbus Steel
    Facility, LLC, or the March 14, 1996 Credit Agreement among
    Chicago Cold Rolling, LLC, Bank of America, N.A. as Agent,
    and a syndicate of other lenders;

ISG will further hand out $36,000,000 in cash for all the
Debtors' liabilities and obligations as of the Closing Date for
the accrued and unpaid payroll, payroll taxes and all other
withheld amounts for all their employees.  ISG will pay another
$120,000,000 as consideration for the Assets in accordance with
these schedules:

    * $40,000,000 on the 15th day after the Closing Date;
    * $40,000,000 on the 45th day after the Closing Date; and
    * $40,000,000 on the 75th day after the Closing Date;

The aggregate consideration for the Assets will also include a
number of shares of ISG Class B common stock equal to the
quotient obtained by dividing:

    -- $15,000,000 by

    -- (x) the per share price used on a private placement, in
           the event ISG completes the private placement of the
           ISG Class B Common Stock on or before the Closing
           Date; or

       (y) $92,500, in the event ISG does not complete the
           private placement on or before the Closing Date.

The Class B Common Stock is convertible to ISG Common Stock.

                   ISG Escrows $10,000,000

The Debtors and ISG also entered into a performance escrow
agreement with The Huntington National Bank, as escrow agent.
ISG has deposited $10,000,000 with Huntington as security for
the performance of its obligations.  The Performance Deposit
will be held and disbursed in accordance with the terms of the
Performance Escrow Agreement and the Asset Purchase Agreement.

At the Closing, ISG will direct Huntington to pay the
Performance Deposit to the Debtors by wire transfer of
immediately available funds to the Debtors' Account.  ISG will
pay the cash portion of the Purchase Price reduced by the
Performance Deposit.  ISG will also deliver a certificate
representing the Consideration Shares.

                 Transition Services Agreement

The Purchase Agreement also contemplates that the Debtors and
ISG will negotiate and execute a Transition Services Agreement,
which imparts the nature, scope, extent, and duration of:

   (i) the Debtors' access to and use of the Acquired Assets;
       and

  (ii) the Debtors' services, if any, as ISG reasonably
       requests.

The Transition Services Agreement will provide that the party
receiving the services will reimburse the party providing the
services for all third-party costs incurred by the Providing
Party in performing the Services.

                    Purchase Price Adjustment

No later than 90 days after the Closing Date, ISG will deliver
to the Debtors a statement setting forth its good-faith
calculation of the Debtors' net working capital as of the close
of business on the Closing Date.  If ISG and the Debtors are
unable to reach an agreement as to Closing Working Capital,
Ernst & Young, LLP will review the Purchase Agreement and the
disputed items or amounts and calculate Closing Working Capital.
Ernst & Young will calculate the Closing Working Capital at
ISG's expense.

Notwithstanding, if the Final Working Capital is:

    -- greater than or equal to $981,000,000, no adjustment will
       be made to the Purchase Price; and

    -- less than $981,000,000, the Purchase Price will be
       reduced by the amount of the difference.

                Debtors and ISG Enter into Covenants

1. PBGC and USWA Releases

   Before the Closing, ISG will obtain the release of all claims
   for retiree welfare benefits held by retirees represented by
   the USWA, including their spouses and dependents.  ISG and
   the Debtors will also use commercially reasonable efforts to
   obtain, a written release of:

    (a) All Claims, Liens, and other rights of the PBGC, any
        Benefit Plan that is subject to Title IV of ERISA, or
        any trustee, against:

        -- the Acquired Assets;
        -- the Joint Venture assets;
        -- ISG and its affiliates; and
        -- all non-Debtors; and

    (b) All secured Claims and all Claims against the Debtors
        entitled to priority under Section 507 of the Bankruptcy
        Code, which arise, or may in the future arise, under
        Title II or Title IV of ERISA, the Internal Revenue
        Code, or otherwise, by reason of any fact or
        circumstance related to the under-funding or termination
        of any Benefit Plan.

   ISG will negotiate and enter into an agreement with the PBGC
   that provides for ISG's:

      (i) delivery to the PBGC, at the Closing, of ISG Class B
          Common Stock having a value of not less than
          $25,000,000; and

     (ii) agreement that, if the Consideration Shares are not
          distributed to the Prepetition Claimholders, then ISG
          will deliver to the PBGC a number of shares of ISG
          Class B Common Stock at least equal to the number of
          shares of ISG Class B Common Stock that the PBGC would
          have received upon the distribution, as determined by
          the PBGC and ISG.

2. Joint Ventures

   ISG will also attempt to secure all Consents necessary to the
   transfer of interests in all Joint Ventures.  With respect to
   any Joint Venture where an entity exercised its right to
   acquire or any entity has otherwise purchased the Debtors' or
   any subsidiaries' interest in a Joint Venture, the Debtors
   will pay to ISG any net proceeds received from the transfer
   of the Joint Venture Interest.  If a Joint Venture Interest
   cannot be sold or transferred to ISG or any other entity, the
   Debtors will cause the Joint Venture Interest to be held in a
   liquidating trust for ISG's benefit.

3. Tax Appeals

   The Debtors will withdraw all Tax appeals pending against the
   Town of Burns Harbor, Indiana and Porter County, Indiana.

4. Transfer of Hibbing Entities

   The Debtors will use all efforts, at ISG's expense, to:

   (a) negotiate and conclude a transfer of either (i) all of
       the Debtors' equity interests in Hibbing Land Corporation
       and Bethlehem Hibbing Corporation or (ii) all or
       substantially all of Hibbing Land's and Bethlehem
       Hibbing's assets to Cleveland-Cliffs Inc. in exchange for
       consideration consisting solely of cash or the assumption
       of certain liabilities.  Cleveland-Cliffs supplies iron
       ore pellets to ISG; and

   (b) obtain any Consent that may be necessary in connection
       the transaction.

   If the Hibbing Sale is not concluded on the Closing Date, the
   Debtors will assign all their equity interest in Hibbing Land
   and (i) all their equity interest in Bethlehem Hibbing
   Corporation, or (ii) all or substantially all of Bethlehem
   Hibbing's assets to ISG.  The Debtors will also assign any
   agreements related to the Hibbing Sale to ISG.

5. Chapter 11 Filings

   At ISG's request, the non-Debtor Sellers will petition for
   Chapter 11.  ISG will pay all costs and expenses of any Newly
   Filed Entity's estate that are entitled to administrative
   expenses treatment pursuant to Section 503 of the Bankruptcy
   Code, including the funding of any pre-filing retainers.

6. Railroad Subsidiaries

   If, as of the Closing Date, (x) the Railroad Subsidiaries can
   convey all their Acquired Assets free and clear of all Liens
   but the approvals for the conveyance are not obtained yet or
   are unacceptable to ISG, or (y) if the Debtors are unable to
   convey the Railroad Subsidiaries' assets, ISG may:

    (a) eliminate a Railroad Subsidiary's Assets from the
        Acquired Assets without any adjustment to the Purchase
        Price; or

    (b) until the later of the election in Section 5.6(c)(ii)(C)
        or the first anniversary of the Closing Date, require
        the Debtors to:

        -- continue to operate the Railroad Subsidiary in the
           ordinary course of business or as ISG reasonably
           directs;

        -- enter into any reasonable arrangement designed to
           provide them with the ownership benefits of the
           Railroad Subsidiaries' assets and have ISG bear the
           related costs and expenses; and

    (c) convey the Railroad Subsidiaries' assets for $1 to
        itself or to any other entity as ISG would request.

7. Indemnification

   If the Closing occurs, ISG will indemnify and hold harmless
   the Debtors and their affiliates against any and all losses
   that arise out of:

    (a) the Assumed Liabilities;

    (b) all Taxes arising:

        -- as a result of the Sale transactions;

        -- during the period beginning on the Closing Date and
           ending on the last day of the Debtors' Bankruptcy
           Cases, but only where the Taxes would not have
           otherwise been due had the Sale to ISG not qualified
           as transactions under the Internal Revenue Code
           Section 368(a)(1)(G); and

        -- as a result of any indemnity payment;

    (c) ISG's failure to obtain the transfer of permits required
        to operate the Acquired Assets under applicable
        environmental laws, or any post-Closing violation of any
        Permit; and

    (d) relating to or arising out of the continued operation of
        the Railroad Subsidiaries between the Closing Date and
        the date on which ISG either closes on the purchase of
        the assets of the Railroad Subsidiaries or elects to
        eliminate the assets from the Acquired Assets.

                 Debtors will File Liquidating Plan

Pursuant to the Purchase Agreement, the Debtors will formulate
and obtain confirmation of a liquidation plan.  The Liquidation
Plan will provide that, after the full payment of all Claims
that are or will be entitled to secured or priority treatment
under Section 506 or 507 of the Bankruptcy Code, the
Consideration Shares as well as all the Debtors' Claims
assertable or arising under Chapter 5 of the Bankruptcy Code,
including, without limitation, all preference, fraudulent
transfer, and other Claims to avoid a transfer -- Avoidance
Assets -- will be distributed to the holders of prepetition
claims.  The Debtors will have the right to transfer
Consideration Shares solely to the Prepetition Claimholders
pursuant to the Liquidation Plan at any time before July 1,
2004.

If the Consideration Shares are not distributed solely to the
Prepetition Claimholders before that time or if before July 1,
2004, any Liquidation Plan or Reorganization Plan not meeting
the criteria is confirmed, on July 1, 2004 or the effective date
of an alternative plan, the Debtors will:

    (1) pay $15,000,000 to ISG by wire transfer of immediately
        available funds or to an account designated by ISG; or

    (2) deliver the Consideration Shares to ISG.

At the Closing, the Debtors will grant to ISG a first priority
security interest in the Consideration Shares.  The security
interest will terminate when a Liquidation Plan is confirmed
before July 1, 2004 or the Debtors will satisfy their obligation
to pay $15,000,000 to ISG or deliver the Consideration Shares.

                         No Tax Exemption

The Purchase Agreement provides that all Taxes, including all
state and local Taxes in connection with the transfer of the
Acquired Assets, and all recording and filing fees that may be
imposed by reason of the sale, transfer, assignment, and
delivery of the Acquired Assets and that are not exempt under
Section 1146(c) of the Bankruptcy Code, will be borne 50% by ISG
and 50% by the Debtors.

The Debtors relate that the Purchase Agreement may be terminated
before the Closing:

    (a) by mutual written consent of the parties.  In this case,
        the Performance Deposit will be returned to ISG and, in
        circumstances where, at the time of the termination, the
        PBGC Release has not been obtained, the Debtors will pay
        ISG 50% of the Expense Reimbursement in cash, up to a
        maximum of $2,500,000;

    (b) by either party on or after September 12, 2003 if the
        Closing has not occurred by the Termination Date.  In
        this case, the Performance Deposit will be returned to
        ISG;

    (c) by either party if any injunction or other order of any
        court or Government agency that declares this Agreement
        invalid or unenforceable has become effective.  In this
        event, the Performance Deposit will be returned to ISG
        provided that the terminating party used commercially
        reasonable efforts to remove the injunction or other
        order;

    (d) by either party if the other fails to remedy an
        inaccuracy of certain representations or warranties
        within ten days of notice.  In case of ISG's failure,
        the Debtors keep the Performance Deposit.  In case of
        the Debtors' failure, the Performance Deposit and the
        Expense Reimbursement will be returned to ISG in cash;

    (e) by ISG if any adverse change affecting its general
        affairs, management, financial position or stockholders'
        equity, or any disruption in the financial, banking or
        capital markets has occurred.  The Performance Deposit
        will be returned to ISG provided that ISG will not have
        the right to terminate the Agreement if it is in
        material breach;

    (f) automatically, if the Debtors consummate an alternative
        transaction, in which case ISG will be entitled to:

        -- the return of the Performance Deposit;

        -- a $27,000,000 break-up fee in cash; and

        -- up to $5,000,000 in expense reimbursement in cash.

        The Break-Up Fee and Expense Reimbursement will be
        payable directly from and secured by the cash component
        consideration of the Alternative Transaction. (Bethlehem
        Bankruptcy News, Issue No. 34; Bankruptcy Creditors'
        Service, Inc., 609/392-0900)

Bethlehem Steel Corp.'s 10.375% bonds due 2003 (BHMS03USR1) are
trading at about 4 cents-on-the-dollar, says DebtTraders. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=BHMS03USR1
for real-time bond pricing.


BRITISH ENERGY: Nonpayment of Principal Prompts Concern at Fitch
----------------------------------------------------------------
Following the recent announcement by British Energy that it had
entered into formal standstill agreements with a number of its
creditors and postponed principal repayment on guaranteed bonds
due 25 March 2003, 25 March 2006 and 25 March 2016, Fitch
Ratings has re-examined the CDO transactions it rates for
exposures to the debt issued by British Energy. The postponement
of principal repayment legitimizes the calling of a
Restructuring credit event under the terms of the standard
credit default swap agreement. The agency's current Senior
Unsecured rating for British Energy is 'C' Rating Watch
Negative. The timing of any future downgrade of British Energy's
Senior Unsecured rating would be dependent upon creditors'
formal agreement to a final form of restructuring or
cancellation of the standstill agreement and resultant formal
insolvency procedures.

Twelve publicly rated synthetic CDOs have been identified, with
a total exposure of EUR133 million to British Energy. The
exposure per transaction ranges from EUR4.6m to EUR25m, with an
average exposure of EUR11m per structure. Transaction exposure
to British Energy as a percentage of total assets ranges from
0.16% to 1.45%, with an average exposure of approximately 0.71%.

The majority of identified publicly-rated transactions do not
warrant any rating action at this time since an imminent credit
event of British Energy, including the possibility of default,
had already been factored into the analysis in recent reviews.

Five of the 12 publicly rated CDOs have one or more debt
tranches sufficiently exposed as to warrant placing their
ratings on Rating Watch Negative. In most cases, these CDOs have
already experienced some erosion of collateral credit quality,
thereby increasing the impact of their exposure to British
Energy.

The securities placed on Rating Watch Negative are as follows:

* BarCLO Finance (1999) Ltd., Class B rated 'A',
  Class C rated 'BBB', and Class D rated 'B-'

* CDO Master Investments 2 S.A. Class A rated 'AAA',
  Class B rated 'AA' and Class C rated 'BBB'

* Petra I - Classes B rated 'AA+', Class C rated 'A+' and
  Class D rated 'BBB+'

* Illiad Investments Plc Series 2 Class C rated 'BBB'

* Helix Capital (Netherlands) B.V. Series 2002-15 rated 'AAA'

The other seven publicly rated transactions with exposure to
British Energy are listed below. Their ratings and recent rating
actions can be found on the agency's web site,
http://www.fitchratings.com

      Spices Finance Series 2001-5

      EPOCH 2000-1

      Helix series 2001-9a and 2001-9 notes

      Helix series 2001-5A and 2001-5 notes

      Vintage Capital

      Marylebone CDO II

      London Wall 2002-1 plc


BURLINGTON INDUSTRIES: Outlines Progress in Bankruptcy Emergence
----------------------------------------------------------------
Burlington Industries, Inc., (OTC Bulletin Board: BRLG) is
continuing its progress towards emerging from Chapter 11
reorganization this summer. The Court has extended the Company's
period of exclusivity to solicit acceptances of its plan of
reorganization through July 31, 2003 and approved the Company's
motion for modified bidding procedures for the solicitation of
offers to purchase the Company.

Under the approved bidding procedures, the deadline for bids to
purchase the Company will be July 10, 2003 with the auction for
qualified bidders to be held on July 21, 2003. The Company has
hired Miller Buckfire Lewis & Co., LLC, an investment banking
firm, to oversee the bid solicitation and auction process. These
amended procedures and retention of an investment banker will
assure a more comprehensive sale and auction process. The
Company's secured bank lenders and the Official Committee of the
Unsecured Creditors joined the Company in seeking the Court's
approval of the modified procedures.

"We have made significant progress and continue to move forward
in our emergence process," said George W. Henderson, III,
Chairman and Chief Executive Officer. "The modified bidding
procedures established today strengthen our solicitation process
and provide further assurance that the resulting outcome will be
the best for the Company and our creditors.

"Over the last 17 months we have aggressively transitioned the
Company and implemented a new business model that expands and
strengthens our capabilities through more focused North American
assets, expanded product and global capabilities of Burlington
WorldWide and differentiated fabric performance developed by
Nano-Tex. In addition, we have repaid $140 million of debt
during this period and will seek court approval to repay another
$50 million next month. Through the tremendous efforts of our
employees and support from our customers we are achieving our
reorganization objectives and are positioned well as we enter
the final stages of our emergence."

With operations in the United States, Mexico and India and a
global manufacturing and product development network based in
Hong Kong, Burlington Industries is one of the world's most
diversified marketers and manufacturers of softgoods for apparel
and interior furnishings.


CENTENNIAL HEALTHCARE: Taps Buck as Human Resource Consultant
-------------------------------------------------------------
Centennial Healthcare Corporation and its debtor-affiliates
sought and obtained approval from the U.S. Bankruptcy Court for
the Northern District of Georgia to retain Buck Consultants,
Inc., as their human resource consultants.  Buck will assist and
advise Centennial on matters relating to personnel employment,
compensation, and retention decisions.

Buck, a subsidiary of Mellon Financial Corporation, has been
providing human resources consulting since 1916.  Buck ranks
among the top five global human resource consulting firms.  The
Debtors note that Buck has extensive experience in bankruptcy
proceedings under Chapter 11 of the Bankruptcy Code, advising
debtors, creditors and other parties-in-interest.

Debtors anticipate that Buck's services will include:

     (a) assisting in the design and development of a Key
         Employee Retention Program, which may include:

           (i) a pay-to-stay component;

          (ii) a management incentive compensation plan;

         (iii) severance benefits; and

          (iv) a discretionary incentive pool;

     (b) conducting appropriate research and benchmarking
         market-competitive cash compensation levels, long-term
         incentive opportunities, and retention awards and
         severance benefits prevalent in the general market and
         approved in major bankruptcy cases;

     (c) presenting findings and recommendations to management
         and the Board of Directors; and

     (d) any other services requested by the Debtors with
         respect to human capital and human resource management.

Buck will bill for services at its current hourly billing rates:

          Principals                        $464 to $660
          Associate Principals              $380 to $452
          Senior Consultants                $272 to $360
          Consultants                       $240 to $272
          Senior Associates                 $196 to $216
          Associates                        $140 to $192
          other technical and
             general operating personnel    $140

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.


CLAYTON HOMES: Fitch Keeps Ratings Watch over Proposed Merger
-------------------------------------------------------------
The ratings of Clayton Homes, Inc. and some of its Vanderbilt
Mortgage manufactured housing securitizations have been placed
on Rating Watch Positive by Fitch Ratings. Currently, Fitch has
an indicative senior unsecured rating of 'BB+' for Clayton
Homes.

Clayton Homes has entered into a definitive agreement to merge
with Berkshire Hathaway (BRK.A; BRK.B). Under terms of the
agreement Clayton's shareholders will receive cash of $12.50 per
share in the merger. The Clayton management group will remain in
place following the merger. The merger is expected to be
completed over the next two and a half to three months, if there
are no unexpected developments.

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

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

The following classes are placed on Rating Watch Positive 'BB+':
1998-A: I B-2 1998-B: I B-2 1998-C: I B-2 1998-D: I B-2 1999-A:
I B-2 1999-B: I B-2 1999-C: I B-2 1999-D: I B-2 2000-A: I B-2
2000-C: I B-2 2000-D: I B-2 2001-A: I B-2

The following classes have the support of over-collateralization
in addition to the limited guarantee and therefore have a rating
higher than the indicative rating of Clayton Homes. The
following classes are placed on Rating Watch Positive 'BBB':
1998-A: II B-3 1998-B: II B-3 1998-C: II B-3 1998-D: II B-3
1999-A: II B-3 1999-B: II B-3 1999-C: II B-3 1999-D: II B-3
2000-A: II B-3

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


CONSECO INC: TOPrS Committee Wins Court Nod to Tap Raymond James
----------------------------------------------------------------
The Official Committee of Conseco Trust Originated Preferred
Debtholders of Conseco Inc., and debtor-affiliates obtained
permission from the Court to retain Raymond James & Associates
as its financial advisor.

As financial advisor, Raymond James will:

    a) analyze the Debtors' business, operations, properties and
       financial condition;

    b) monitor the Debtors' cash expenditures, receivable
       collections, asset sales and projected cash requirements;

    c) advise the Committee on employee retention plans;

    d) help with any investigation on the Debtors' prepetition
       acts;

    e) review the Debtors' business plan;

    f) provide DIP financial analysis;

    g) prepare and present to the Committee analyses and updates
       on diligence performed;

    h) evaluate any proposed restructuring plan by the Debtors;

    i) assist the Committee in analyzing the valuation of any
       competing offers as part of the Plan;

    j) assist the Committee in finding financing sources for a
       recapitalization; and

    k) provide any other financial advisory services requested
       by the Committee.

Raymond James will charge a $175,000 flat monthly fee.  Raymond
James will be reimbursed for all out-of-pocket expenses and will
receive a $600,000 completion fee at the end of the engagement.
(Conseco Bankruptcy News, Issue No. 13; Bankruptcy Creditors'
Service, Inc., 609/392-0900)

DebtTraders reports that Conseco Inc.'s 10.75% bonds due 2008
(CNC08USR1) are trading at about 13 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=CNC08USR1for
real-time bond pricing.


DELTA AIR LINES: S&P Cuts Ratings on Two Related Deals to B
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on the
class A-1 certificates issued by Corporate Backed Trust
Certificates Series 2001-6 Trust and Corporate Backed Trust
Certificates Series 2001-19 Trust. The ratings remain on
CreditWatch, where they were placed with negative implications
March 20, 2003.

The series 2001-6 and series 2001-19 Corporate Backed Trust
Certificates Trusts are synthetic transactions that are weak-
linked to the underlying securities, Delta Air Lines Inc.'s 8.3%
senior unsecured notes due Dec. 15, 2029. The rating actions
reflect the current credit quality of the underlying securities.

       RATINGS LOWERED AND REMAIN ON CREDITWATCH NEGATIVE

     Corporate Backed Trust Certificates Series 2001-6 Trust
     $57 million corporate-backed trust certs series 2001-6

                    Rating
      Class    To              From
      A-1      B/Watch Neg     BB-/Watch Neg

     Corporate Backed Trust Certificates Series 2001-19 Trust
     $27 million corporate-backed trust certs series 2001-19

                    Rating
      Class    To              From
      A-1      B/Watch Neg     BB-/Watch Neg


DIRECTV LATIN AMERICA: Hires Bankruptcy Services as Claims Agent
----------------------------------------------------------------
DirecTV Latin America, LLC seeks the Court's authority to employ
Bankruptcy Services LLC as its notice, claims and balloting
agent, pursuant to Section 156(c) of the Judiciary Procedures
Code.

Joel A. Waite, Esq., at Young Conaway Stargatt & Taylor LLP, in
Wilmington, Delaware, relates that the numerous creditors and
other parties-in-interest involved in the Chapter 11 case of
DirecTV may impose heavy administrative and other burdens on the
Court and the Office of the Clerk of Court.  To relieve these
burdens, DirecTV proposes to engage the services of Bankruptcy
Services.  By appointing Bankruptcy Services as its notice,
claims and balloting agent, DirecTV's estate and creditors will
benefit from Bankruptcy Services' significant experience as
agent in other cases and the efficient and cost-effective
methods it has developed.

Mr. Waite assures the Court that Bankruptcy Services is one of
the country's leading Chapter 11 administrators with experience
in noticing, claims processing, claim reconciliation and
distribution, and balloting and vote tabulation.  In addition,
Bankruptcy Services has substantial experience in the matters in
which it is to be engaged.  Bankruptcy Services has acted has
acted as official notice, claims and balloting agent in several
large cases in a number of jurisdictions, including Chapter 11
cases filed in Delaware.

Moreover, Bankruptcy Services is fully equipped to handle the
volume involved in properly sending the required notices to, and
processing the claims and ballots of, creditors and other
interested parties in this Chapter 11 case.  Bankruptcy Services
will follow the notice, claim and balloting procedures that
conform to the guidelines the Clerk of the Bankruptcy Court and
the Judicial Conference promulgated.

At the request of DirecTV or the Clerk's Office, Bankruptcy
Services will provide computerized bankruptcy support services
and bankruptcy administrative services.  Specifically,
Bankruptcy Services will:

  (a) maintain copies of all proofs of claim and proofs of
      interest filed;

  (b) maintain official claims registers;

  (c) implement necessary security measures to ensure the
      completeness and integrity of claims registers;

  (d) maintain an up-to-date mailing list for all entities that
      have filed a proof of claim or proof of interest, which
      list will be available upon request of a party-in-
      interest or the Clerk's Office;

  (e) provide access to the public for examination of copies of
      the proofs of claims or interest without charge during
      regular business hours;

  (f) record all transfers of claims pursuant to Rule 3001(e)
      of the Federal Rules of Bankruptcy Procedure and provide
      notice of the transfers as required by Bankruptcy Rule
      3001(e);

  (g) comply with applicable federal, state, municipal and
      local statutes, ordinances, rules, regulations, order and
      other requirements;

  (h) promptly comply with further conditions and requirements
      as the Clerk's Office or the Court may at any time
      prescribe;

  (i) provide advice to DirecTV and its professionals regarding
      all aspects of the plan solicitation process, including,
      timing issues, voting and tabulation procedures and
      documents needed for voting;

  (j) mail voting documents to creditors and equity security
      holders, if necessary;

  (k) receive and examine all ballots cast by creditors and
      equity security holders; and

  (l) tabulate all ballots received prior to the voting
      deadline in accordance with established procedures and
      prepare a vote certificate for filing with the Court.

In return, Bankruptcy Services will be compensated in this
manner:

A. Mailing/Noticing

       Print & Mail (first page)           $0.20 each
       Additional Pages                     0.10 each
       Single Page (duplex)                 0.24 each
       Change of Address                    0.46 each

B. Printing and Reproduction

       Reports                              0.10 per page
       Photocopies                          0.15 per page
       Labels                               0.05 per page
       Fax                                  0.50 per page
       Document Imaging                     0.40 per image

C. Newspaper and legal notice publication  quoted as required

D. Professional Fees

       Kathy Gerber                      $210 per hour
       Senior Consultants                 185 per hour
       Programmer                         130 to 160 per hour
       Associates                         135 per hour
       Data Entry/Clerical                 40 to 60 per hour
       Schedule Preparation               225 per hour

In addition, DirecTV further seeks the Court's permission to pay
Bankruptcy Services a $15,000 retainer to be applied against the
final invoice.

Ron Jacobs, President of Bankruptcy Services LLC, represents
that, among other things:

    (a) Bankruptcy Services will not consider itself employed by
        the United States government and will not seek any
        compensation from the United States government in its
        capacity as the notice agent and claims agent in this
        Chapter 11 case;

    (b) by accepting employment in this Chapter 11 case,
        Bankruptcy Services waives any rights to receive
        compensation from the Untied States government;

    (c) in its capacity as the notice agent and claims in this
        Chapter 11 case, Bankruptcy Services will not be an
        agent of the United States and will not act on the
        United States' behalf; and

    (d) Bankruptcy Services will not employ any past or present
        employees of DirecTV in connection with its work as the
        notice agent and claims agent in this Chapter 11 case.

Bankruptcy Services also acknowledges that it will perform its
duties if it is retained by DirecTV regardless of payment and,
to the extent it requires redress, it will seek appropriate
relief from the Court.  Bankruptcy Services will also continue
to perform the services contemplated by the Agreement in the
event the Chapter 11 case is converted to a Chapter 7 case.
Furthermore, Mr. Jacobs assures the Court that if Bankruptcy
Services is terminated, it will perform its duties until a
complete transaction with the Clerk's Office or any successor
claims/noticing/balloting agent occurs. (DirecTV Latin America
Bankruptcy News, Issue No. 3; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


EAGLE FOOD CENTERS: Case Summary & 20 Largest Unsec. Creditors
--------------------------------------------------------------
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)

Debtor's 20 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
U.S. Bank                   Senior Notes           $64,075,937
Attn: Rick Prokosch,
Account Officer
180 East 5th Street
Suite 200
St. Paul, MN 66101

McCormick & Co.             Grocery                   $956,504
Austin Nooney
2408 Collections Center Drive
Chicago, IL 60693
Tel: 410-527-4050
Fax: 410-527-6001

Dean Foods Co. (Milk)       Dairy                     $914,365
Shannon Trimble
PO Box 71184
Chicago, IL 60694
Tel: 309-216-9804
Fax: 309-793-1910
Amboy Specialty Division
PO Box 71184
Chicago, IL 60694

Gibson Greetings, Inc.       General Merchandise      $697,239
Jim Rainey
PO Box 640782
Pittsburgh, PA 15264-0782
Tel: 708-346-0828
Fax: 708-952-4607

Chas Levy Circulating       General Merchandise       $654,537
Attn: Customer Relations
PO Box 95117
Chicago, IL 60694-5117
Tel: 630-810-0800
Fax: 630-353-2676

Pepsi Cola General          Grocery                   $381,531
Robin Carter
PO Box 75944
Chicago, IL 60657
Tel: 630-250-6932
Fax: 630-773-4318

Coca Cola Enterprises        Grocery                  $348,633
Mike Garrity
135 South LaSalle Street
Dept. 2335
Chicago, IL 60674-2335
Tel: 847-600-2233
Fax: 847-647-0414

Central States Coca Cola    Grocery                   $343,404
Scott Hemple
PO Box 18781
St. Louis, MO 63178-0781
Tel: 217-747-8206
Fax: 217-544-8749

Fleming Wire Purchases      General Merchandise       $323,827
7215 South Topeka Blvd.
Topeka, KS 66619
Tel: 785-862-2266
Fax: 785-267-8024

EDS                         Information Tech Service  $300,528
Ron Hoppensted
5400 Legacy Drive
Plano, TX 75024-3199
Tel: 972-604-6000
Fax: 972-605-5629

Edys Grand Ice Cream        Frozen Foods              $271,964
3863 Collections Center
Drive
Chicago, IL 60693
Tel: 630-924-7755
Fax: 630-924-8337

Earthgrains Co.             Grocery                   $224,603

Magaware Inc. of California General Merchandise       $215,301

Adplex-Rhodes               Advertising               $209,488

RJO                         Grocery                   $201,788

Adplex                      Advertising               $196,923

Chicago Tribune             Advertising               $192,990

OCAMPO                      Landlord                  $172,131

American Bottling Co.       Grocery                   $166,474

FBG Service Corporation     Maintenance Service       $165,096


EAGLE FOOD CENTERS: Receives Court Approval of First-Day Motions
----------------------------------------------------------------
Eagle Food Centers, Inc., which owns and operates 61
supermarkets in Illinois and Iowa, has received Bankruptcy Court
approval to, among other things, pay pre-petition and post-
petition employee wages, salaries and benefits during its
voluntary restructuring under Chapter 11.  The Company also
received permission to honor its various customer programs,
including the Eagle Savers' Card.  As previously announced, in
order to effectuate its restructuring initiatives and provide
sufficient liquidity to continue to operate its business, the
Company filed voluntary petitions for reorganization in the
Northern District of Illinois in Chicago earlier this morning.

The Court also approved on an interim basis the Company's
debtor-in-possession (DIP) financing agreement to continue
operations, pay employees, and purchase goods and services going
forward.  In conjunction with the filing, Eagle Foods Centers
received a commitment for $40 million in DIP financing from its
existing lender, Congress Financial Corporation.  The final
hearing on the DIP agreement has been set for April 25, 2003.

Eagle Chairman, Chief Executive Officer and President Robert J.
Kelly said he was pleased with the Bankruptcy Court's prompt
approval of its "first-day" orders and interim DIP financing.

"We expect the DIP financing to provide adequate funding for our
post-petition trade and employee obligations," said Mr. Kelly.
"The Company will continue to focus its resources on maintaining
the quality of our operations while we explore sale
alternatives."

Mr. Kelly said operations continue without interruption during
the Chapter 11 process.  "Our operations are all up and running
as usual and we will continue our commitment to providing high
quality products and superior service to our customers.  Vendors
will be paid for all goods furnished and services provided after
the filing.  Employee wages and benefit programs will continue
as before."

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.


ENRON: Co-Liability for $111M Tax Won't Affect PGE's Ratings
------------------------------------------------------------
Standard & Poor's Ratings Services said that the IRS claim for
$111 million in taxes in the Enron bankruptcy case, for which
Portland General Electric (PGE; BBB+/Developing/A-2) could be
partly liable, will not affect PGE's ratings. Standard & Poor's
notes that a $63 million setoff exists in the form of tax
refunds owed to Enron by the IRS. It is unclear how much of
the residual amount will be PGE's share or when such amounts
would be payable. This amount by itself is not likely to
negatively affect PGE's ratings. Also, in its March 26
pronouncement, the FERC calculated that higher refunds were due
to California, for which PGE's potential liability increased to
between $40 million and $50 million from $20 million to $30
million. However, this is amount is offset in full by a $62
million receivable from sales in California. PGE has also
reserved for a $20 million liability.

PGE's ratings are sustained by its ring-fenced structure from
parent Enron Corp. (D/--/--) and, as such, primarily reflect its
standalone credit quality. Only penalties large enough to harm
PGE's standalone credit quality would be material, not other
aspects of Enron's bankruptcy proceedings.

DebtTraders reports that Enron Corp.'s 9.875% bonds due 2003
(ENRN03USR3) are trading at about 15 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=ENRN03USR3
for real-time bond pricing.


ENRON: EPMI Sues Snohomish Public Utility for $117MM in Damages
---------------------------------------------------------------
On January 16, 2001, Enron Power Marketing, Inc. and the Public
Utility District No. 1 of Snohomish County entered into a Master
Power Purchase and Sale Agreement.  Pursuant to the Master
Agreement, during the course of 2001, the parties entered into a
series of transactions whereby EPMI agreed to sell wholesale
power to Snohomish at a specified price and Snohomish agreed to
accept delivery of and pay for its power on specific dates in
the future.

Moreover, the Master Agreement provides a list of "Events of
Default", including, inter alia:

    (i) the failure to make, when due, any payment required
        pursuant to the Master Agreement if the failure is not
        remedied within three business days after written notice
        of the failure;

   (ii) any representation or warranty made by a Party will at
        any time prove to be false or misleading in any material
        respects;

  (iii) the failure to perform any covenant set forth in the
        Master Agreement;

   (iv) the bankruptcy of a Party; and

    (v) the failure of a Party to satisfy the creditworthiness
        or collateral requirements pursuant to Article 8 of the
        Master Agreement.

If one Party's conduct triggers an Event of Default, the Non-
Defaulting Party may, for so long as the Event of Default is
continuing, designate an early termination date on which
all Transactions will terminate.  When an Early Termination Date
has been designated, one Party owes the other a Termination
Payment.  The Non-Defaulting Party will calculate, in a
commercially reasonable manner, a Settlement Amount for each
Terminated Transaction by calculating its Gains and Losses
resulting from the termination.

Jonathan D. Polkes, Esq., at Cadwalader, Wickersham & Taft, in
New York, relates that the Gains and Loses will be determined by
calculating the amount that would be incurred or realized to
replace or to provide the economic equivalent of the remaining
payments or deliveries in respect of the Terminated
Transactions. The Non-Defaulting Party will aggregate Settlement
Amounts with respect to all Terminated Transactions together
with other amounts due under the Agreement into a single net
amount, the Termination Payment, and notify the Defaulting
Party, in writing, of the amount of the Termination Payment and
whether the Termination Payment is due to or due from the Non-
Defaulting Party.  The Termination Payment will be made by the
Party that owes it within two business days after the notice is
effective.

Mr. Polkes notes that the Master Agreement expressly
contemplates that either Party's credit position could be
downgraded.  The Master Agreement further provides that if there
is a Downgrade Event with respect to EPMI's credit rating,
Snohomish may require EPMI to provide it with Performance
Assurance in an amount determined by Snohomish in a commercially
reasonable manner.  If EPMI fails to provide the requested
Performance Assurance, an Event of Default will be deemed to
have occurred and Snohomish is entitled to declare default and
designate an Early Termination Date.

On November 28, 2002, in light of a downgrade in Enron Corp.'s
credit rating and EPMI's and Enron Corp.'s imminent bankruptcy
filing, Snohomish sent a letter to EPMI stating that it was
suspending further performance under the Master Agreement.  The
letter also advised EPMI that it was in "potential" default of
the Master Agreement and, thus, pursuant to Section 5.2 of the
MPPSA, Snohomish was immediately terminating the Agreement.
However, Mr. Polkes points out that Snohomish's purported
termination of the Master Agreement was improper because as it
acknowledged in its letter that no Event of Default by EPMI had
yet occurred.

Realizing that its purported termination on November 28, 2001
was improper, on December 21, 2001 Snohomish sent EPMI a second
letter advising EPMI that it was in Default and that Snohomish
was terminating the Master Agreement.  But Mr. Polkes asserts
that the second purported termination notice is also invalid.
In light of EPMI's filing for bankruptcy protection on
December 2, 2001, Snohomish's purported termination was improper
and invalid as a matter of law because it violated the automatic
stay of Section 362(a) of the Bankruptcy Code.  While Section
556 of the Bankruptcy Code does permit the termination of
certain agreements notwithstanding the automatic stay,
Snohomish, as a governmental unit, cannot avail itself of
Section 556.

To the extent the termination was effective, Mr. Polkes explains
that Sections 5.3 and 5.4 of the Master Agreement obligated
Snohomish to calculate a Termination Payment amount and to
notify EPMI, in writing, of the Termination Payment amount and
whether the Termination Payment was due to or from Snohomish.
Notwithstanding this clear obligation, in its December 21, 2001
letter, Snohomish advised EPMI that it was not going to
calculate or pay the Termination Payment.

Accordingly, on May 17, 2002, EPMI sent Snohomish a letter
informing Snohomish that:

    (a) its termination was ineffective and that it was
        obligated to continue accepting power from EPMI; and

    (b) in any event, it was obligated under the Master
        Agreement to calculate the Termination Payment amount
        and to provide EPMI with notice of a Termination Payment
        amount.

However, Mr. Polkes informs the Court that Snohomish refused to
either accept continued performance or submit a termination
calculation.  Rather, on June 19, 2002, Snohomish sent EPMI a
letter once again stating that it would not accept additional
power from EPMI and would not calculate or provide EPMI with the
Termination Payment.

EPMI made its own calculation and determined that, because the
forward price curve for wholesale power had dropped between the
date of the transactions and the Early Termination Date, EPMI
was entitled to a Termination Payment of at least $116,847,876,
plus interest at the contract rate.  On July 30, 2002, EPMI
notified and demanded from Snohomish this Termination Payment.
But, to date, Snohomish has failed and refused to pay the
Termination Payment of at least $116,847,876, plus interest at
the contract rate.

Thus, by this Complaint, EPMI asks the Court to:

    (a) order Snohomish to turnover the Termination Payment to
        EPMI, which is property belonging exclusively to the
        estate, pursuant to Section 542 of the Bankruptcy Code;

    (b) declare that Snohomish violated the automatic stay
        provided for by Section 362 of the Bankruptcy Code;

    (c) EPMI has been damaged in the amount of at least
        $116,847,876, plus interest at the contract rate for
        Snohomish's failure to accept continued performance of
        the Contract and pay the Termination Payment -- a breach
        of contract;

    (c) declare that EPMI has suffered substantial damages in an
        amount to be proven at trial as a direct result of
        Snohomish's conduct;

    (d) declare that any claims by Snohomish for fraud in the
        inducement and rescission of the Master Agreement is a
        core issue involving property of the estate under
        Section 541(c) of the Bankruptcy Code;

    (e) declare that Snohomish is not entitled to rescission of
        the Master Agreement as it cannot establish -- the
        elements of fraud in the inducement, that is it entitled
        to the equitable remedy of rescission, and that it has
        not ratified the Master Agreement and waived any right
        to rescission after receiving knowledge of the alleged
        fraudulent acts;

    (f) declare that the arbitration provision in the Master
        Agreement cannot be enforced given implications of the
        core issues and Bankruptcy Code provisions that require
        the application of fundamental principles of Bankruptcy
        law; and

    (g) award to EMPI 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: Judge King Confirms Chapter 11 Plan of Reorganization
--------------------------------------------------------------
FAO, Inc. (Nasdaq: FAOOQ), a leader in children's specialty
retailing, received confirmation of its Plan of Reorganization
from the U.S. Bankruptcy Court for the District of Delaware. The
Honorable U.S. Bankruptcy Judge Lloyd King signed the Order
confirming the Plan. The Court's ruling allows the Company to
emerge from Chapter 11 and begin making distributions to
creditors pursuant to the terms of the Plan.

"The Plan of Reorganization is a 'stand-alone' plan and should
become effective this month," said David Levene of Levene,
Neale, Bender, Rankin & Brill LLP, FAO, Inc.'s reorganization
counsel. "FAO, Inc. will formally emerge from Chapter 11 at that
time."

As part of its Plan of Reorganization, the Company stated that
it had received a commitment for up to $77 million in bank
financing to be used to fund the Company's operations once the
Plan becomes effective. The bank financing includes a $67
million revolving credit facility being provided by a group of
banks led by Fleet Retail Finance Inc. and a $10 million term
loan being provided by Back Bay Capital Funding LLC. In
addition, the Company has received agreements for the purchase
of $30 million in convertible preferred stock from a group of
investors led by Kayne Anderson Capital Advisors, L.P. After
issuance of the preferred stock and securities issued to
creditors under the bankruptcy plan, existing equity holders are
expected to retain approximately 11% of the Company's
outstanding equity on a fully diluted basis. The exact
percentage retained will depend on the final amount of preferred
stock the Company issues at closing.

Mr. Levene said, "The Company completed its Chapter 11
reorganization in only 83 days, which is a remarkable
achievement considering this is a public company, there are no
"lock-up" or "pre-pack" agreements in place and a multitude of
difficult issues had to be addressed. The result is a testament
to the outstanding effort put forth by the senior management
team, company associates, Board of Directors, major
shareholders, and outside professionals. All of these groups
contributed greatly to the successful reorganization of FAO,
Inc. and should be commended for their efforts."

Mr. Levene continued, "The new bank line of credit provided by
Fleet Retail Finance combined with the significant equity
contributed by the investor group should allow FAO, Inc. to
emerge from bankruptcy as a well capitalized company with a
solid balance sheet."

FAO, Inc., owns a family of high quality, developmental,
educational and care brands for infants, toddlers and children
and is a leader in children's specialty retailing. FAO, Inc.
owns and operates the renowned children's toy retailer FAO
Schwarz; The Right Start, the leading specialty retailer of
developmental, educational and care products for infants and
toddlers; and Zany Brainy, the leading retailer of development
toys and educational products for kids.

FAO, Inc., assumed its current form in January 2002. The Right
Start brand originated in 1985 through the creation of Right
Start Catalog. In September 2001, the Company purchased assets
of Zany Brainy, Inc., which began business in 1991. In January
2002 the Company purchased the FAO Schwarz brand, which
originated 141 years ago in 1862.

For additional information on FAO, Inc. or its family of brands,
visit the Company on line at http://www.irconnect.com/faoo/


FAO INC: Committee Signs-Up Traub Bonacquist as General Counsel
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware gave the
Official Committee of Unsecured Creditors of FAO, Inc.,
authority to retain Traub, Bonacquist & Fox LLP as general
counsel, nunc pro tunc to January 21, 2003.

The Committee expects Traub Bonacquist to:

     a) provide legal advice to the Committee with respect to
        its duties and powers in these cases;

     b) assist the Committee in its investigation of the acts,
        conduct, assets, liabilities, and financial condition of
        the Debtors, the disposition of the Debtors' assets, and
        any other matter relevant to the cases or to the
        formulation of a plan(s);

     c) participate in the formulation of a plan of
        reorganization;

     d) assist and advise the Committee in its examination and
        analysis of the conduct of the Debtors affairs and the
        causes of their insolvency;

     e) assist and advise the Committee with regard to its
        communications with the general creditor body regarding
        the Committee's recommendations on any proposed plan(s)
        of reorganization;

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

     g) review and analyze all applications, orders, statements
        of operations and schedules filed with the Court by the
        Debtors or other third parties and advise the Committee
        as to their propriety, and, after approval by the
        Committee, object or consent thereto on its behalf; and

     h) perform such other legal services as may be required and
        in the interest of the creditors, including, but not
        limited to, the commencement and pursuit of such
        adversary proceedings as may be authorized.

Traub Bonacquist's standard hourly rates in matters of this kind
are:

          Partners                $310 to $495 per hour
          Of Counsel              $295 to $350 per hour
          Associates              $185 to $350 per hour
          Paraprofessionals       $85 to $120 per hour

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.


FLEMING: Honoring $50MM of Employee Compensation Obligations
------------------------------------------------------------
Fleming Companies, Inc., and its debtor-affiliates want to pay
certain prepetition payroll and commission obligations to their
employees.

The Debtors estimate that they owe $20,000,000 on account of
prepetition Employee Payroll Obligations as of the Petition
Date. Aside from the Payroll Obligations, certain employees are
also entitled to receive commissions aside from their base
compensation.  Depending on the type of compensation program,
the Debtors pay the commissions to eligible employees on a
rolling basis as the commissions are earned.

If the Debtors are unable to honor their Payroll and Commission
Obligations, Scotta E. McFarland, Esq. at Pachulski, Stang,
Ziehl, Young, Jones & Weintraub, P.C., asserts that employee
morale and loyalty will be jeopardized at a time when employee
support is critical.  Ms. McFarland tells Judge Walrath that
many of the Debtors' employees live from paycheck to paycheck.
These employees rely exclusively on receiving their full
compensation or reimbursement of their expenses in order to
continue to pay their daily living expenses.

The Debtors currently employ 20,000 full and part-time personnel
including management, officers, directors, and salaried and
hourly employees.  Ms. McFarland reports that $17,500,000 of the
estimated prepetition Payroll Obligations is attributable to the
payroll of 22 Fleming Debtors.  The remaining $2,500,000 is
attributable to the payroll of Core-Mark International, Inc.,
C/M Products, Inc., Core-Mark Interrelated Companies, Inc.,
Core-Mark MidContinent, Inc., Marquise Ventures Company, Inc.,
General Acceptance Corporation and ASI Office Automation, Inc.
-- Core-Mark Debtors.

The Debtors believe that a vast majority of their employees
would have a priority claim of up to $4,650 with respect to all
of their accrued but unpaid prepetition wages or salaries earned
within the 90 days before the Petition Date.

According to Ms. McFarland, the Fleming Debtors and Core-Mark
Debtors administer separate payroll and make their payroll
disbursements through their own set of bank accounts.  The Core-
Mark Debtors maintain two payroll periods.  Certain employees
are paid every Friday on a weekly basis while the remaining
Core-Mark employees are paid on alternating Fridays, on a bi-
weekly basis. While the weekly paid Core-Mark employees are paid
on a current basis, those paid bi-weekly are paid one week in
arrears.

The Fleming Debtors also maintain two payroll periods.  Some of
the Fleming employees are paid every Friday while the others are
paid on a bi-weekly basis.  But unlike the Core-Mark Employees,
the weekly paid Fleming employees are paid one week in arrears
while those Fleming employees paid bi-weekly are paid on a
current basis.

In the ordinary course of business, the Debtors incur
$58,000,000 in Payroll Obligations per month.  About $8,000,000
of the monthly Obligations is attributable to the Core-Mark
Debtors' payroll while other $50,000,000 is attributable to the
payroll of the other Fleming Debtors.  The Fleming Debtors also
process $275,000 per month in commission payments.

In addition, the Debtors estimate that less than 35 employees
will be owed over $4,650 on account of prepetition wages,
salaries and commissions, earned or accrued prepetition --
Allocated Obligations.  Most of these employees are key
management personnel who are essential to the Debtors' continued
operations.  Ms. McFarland maintains that any failure by the
Debtors to reimburse the key management personnel may
destabilize employment relationships and negatively impact the
Debtors' ability to generate new business going forward.  Thus,
given the critical importance of retaining the key management
personnel, the Debtors also propose to pay the Allocated
Obligations.

                         *     *     *

After reviewing the merits of the case, Judge Walrath allows the
Debtors to pay, in their sole, discretion, prepetition Employee
Payroll Obligations and Employee Commission Obligations not to
exceed $20,000,000.  The Debtors may also pay up to $55,000 in
prepetition Allocated Obligations to their key management
personnel. (Fleming Bankruptcy News, Issue No. 2; Bankruptcy
Creditors' Service, Inc., 609/392-0900)

Fleming Companies' 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.


FOCAL COMMS: Turns to Ryan & Company for Tax Consulting Services
----------------------------------------------------------------
Focal Communications Corporation and its debtor-affiliates ask
for permission from the U.S. Bankruptcy Court for the District
of Delaware to hire Ryan & Company, Inc., to provide sales and
use tax consulting services.

Specifically, the Debtors seek to retain Ryan to perform two
separate assignments:

     1) a multistate sales and use tax credit review to identify
        tax refund or tax reduction opportunities for the
        Debtors for all tax periods open by law through December
        31, 2002;

     2) assisting the Debtors with minimizing Focal's proposed
        Texas sales and use tax liability resulting from a
        recent audit performed by the Texas Comptroller of
        Public Accounts for all periods open by law through
        August 31, 2002.

Ryan, with its headquarters in Dallas, Texas, is the largest
independent state and local tax consulting firm in America.  The
Debtors tell the Court that Ryan has significant experience in
providing sales and use tax consulting services.

In this engagement, the Debtors will pay Ryan:

     A) for Multistate Work:

         i) 33-1/3% of the first $100,000 recovered;

        ii) 30% of any amounts recovered between $100,000 and
            $200,000; and

       iii) 25% of any amounts recovered in excess of $200,000.

     B) for Tax Refunds from Taxing Authorities:

         i) 33-1/3%, including interest and penalties; and

        ii) 40% of any such tax refunds, credits or reductions
            as a result of any administrative hearing or other
            legal action.

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


FOSTER WHEELER: Appoints Kenneth A. Hiltz as Chief Fin'l Officer
----------------------------------------------------------------
Foster Wheeler Ltd., (NYSE:FWC) announced the appointment of
Kenneth A. Hiltz as chief financial officer.

Hiltz, 50, a principal with AlixPartners, LLC, has an extensive
background in balance-sheet restructurings and corporate
financial leadership. He replaces Joseph T. Doyle, who has left
the company. Ken will work closely with Ryan J. Esko, also with
AlixPartners, who will continue as treasurer. Esko was appointed
treasurer in November 2002, and has been working with Foster
Wheeler on worldwide cash management since March 2002.

"Over the past year, Foster Wheeler made significant improvement
to the company's operations, which enabled us to end 2002 with
our strongest cash position in 15 years," said Raymond J.
Milchovich, chairman, president and chief executive officer. "As
a result, we expect to generate EBITDA from operations in 2003
that would be approximately 30 percent higher than we have
achieved over the last three years.

"In addition to this operational improvement, we must also
reduce debt and improve our balance sheet. Ken has a proven
track record and brings an unparalleled depth of experience and
financial skills in these critical areas. He will work with Mike
Rosenthal, our chief restructuring officer, and our outside
advisors to lead the company through this process."

Prior to joining Foster Wheeler, Hiltz served as chief
restructuring officer for Hayes Lemmerz International, Inc., one
of the world's leading global suppliers of automotive and
commercial highway components. Previously, he was senior vice
president and chief financial officer for Harnischfeger
Industries, now known as Joy Global, Inc., a global manufacturer
of mining equipment and pulp/paper-making machinery. Hiltz has
designed and implemented turnaround programs, and helped
restructure debt for numerous manufacturing, retail and
industrial companies.

"By strengthening Foster Wheeler's senior leadership team and
strategically aligning with firms like AlixPartners in 2002, we
were able to vastly improve our cash management, increase the
rigor of our financial and project controls, and implement
vastly improved contracting standards," added Milchovich. "With
Ken to assist in the next phase of Foster Wheeler's
restructuring, we are ensuring that we have the people to
execute our plan and build a better and stronger company."

Hiltz holds a bachelor of business administration degree from
Xavier University and an MBA from the University of Detroit. He
has also attended the executive education program at Harvard
Business School. Hiltz is a Certified Management Accountant and
CPA.

Foster Wheeler Ltd., whose December 2002 balance sheet shows a
total shareholders' equity deficit of about $781 million, is a
global company offering, through its subsidiaries, a broad range
of design, engineering, construction, manufacturing, project
development and management, research and plant operation
services. The corporation is domiciled in Bermuda, and its
operational headquarters are in Clinton, N.J. For more
information about Foster Wheeler, visit the company's Web site
at http://www.fwc.com

Foster Wheeler Corp.'s 6.750% bonds due 2005 (FWC05USR1) are
trading at about 58 cents-on-the-dollar, says DebtTraders. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=FWC05USR1for
real-time bond pricing.


FRONTIER AIRLINES: March Revenue Passenger Miles Slides-Up 14.1%
----------------------------------------------------------------
Frontier Airlines (Nasdaq:FRNT) announced preliminary traffic
results for March 2003.

Revenue passenger miles (RPMs) increased 14.1 percent to
356,288,000 for March 2003 from the same period last year.
Available seat miles (ASMs) increased 17.2 percent to
543,042,000 for March 2003 from the same period last year. This
resulted in a load factor for March 2003 of 65.6 percent, a
decrease of 1.8 points from March 2002. The airline carried
396,082 passengers during March 2003. The airline reported an
average fare of $108 for the month of March 2003, a 14.3 percent
decrease from March 2002, when the airline's average fare was
$126.

"Given the impact of Denver's worst winter storm in 90 years,
March traffic results are in line with our reduced expectations,
especially considering that the Easter travel weekend fell in
the month of March last year. Advance bookings continue to be
affected by hostilities in Iraq and the slow economic recovery,"
said Sean Menke, vice president of marketing and planning.

The following table represents comparisons for March, fiscal and
calendar year-over-year traffic results.

Denver-based Frontier Airlines employs approximately 3,100
aviation professionals and is the second largest jet service
carrier at Denver International Airport. Frontier and its
regional jet partner Frontier JetExpress offer service to 39
cities. Frontier's fleet consists of 36 aircraft, which feature
a single-class configuration. In 2002, for the fourth
consecutive year, Frontier's maintenance and engineering
department has received the Federal Aviation Administration's
highest award, the Diamond Certificate of Excellence. This award
signifies 100 percent of the airline's maintenance and
engineering employees have completed advanced aircraft
maintenance training programs. In April 2002, Entrepreneur
ranked Frontier one of two "Best Low-Fare Airlines." Frontier
provides capacity information and other corporate information on
its Web site, which may be viewed at
http://www.frontierairlines.com

                          *   *   *

As previously reported, Frontier Airlines (Nasdaq: FRNT) has
received conditional approval from the Air Transportation
Stabilization Board for a $63 million federal loan guarantee of
a $70 million commercial
loan facility.

"The events of September 11 and its aftershocks have had a
debilitating effect on the capital markets. We are in the midst
of our fleet improvement/transition plan, and access to capital
is a critical success factor. Obtaining conditional approval for
this government-backed loan helps to ensure that we can continue
our business strategy, bring competitive air travel options to
more communities and preserve competition in the aviation
industry. We are especially grateful for the professional manner
in which the ATSB and their staff conducted this process. We
found their knowledge of our industry and the unique challenges
we face to be thorough and comprehensive, and we thank them for
their efforts," said Frontier President and CEO Jeff
Potter.

Congress enacted the ATSB loan guarantee program in September
2001 in order to provide financial stability for airlines
impacted by the September 11 terrorist attacks.


GAP INC: Promotes Lee Bird to Chief Operating Officer, Gap Div.
---------------------------------------------------------------
Gap Inc., (NYSE:GPS) announced that executive Lee Bird has been
promoted to Chief Operating Officer of the company's domestic
Gap division, and Patti Johnson has been hired to succeed Mr.
Bird as Chief Financial Officer for the company's Old Navy
division.

Mr. Bird, 38, who will report to Gap President Gary Muto, joined
the company in April 2001 as head of finance for Old Navy.
Before joining the company, Mr. Bird held senior finance
positions at Gateway, Inc., Allied Signal Inc. and Ford Motor
Company.

Ms. Johnson, 45, joins Old Navy from Kohl's Corporation, where
she was Chief Financial Officer for the $9 billion specialty
department store chain. Prior to Kohl's, Ms. Johnson held senior
finance positions for The Disney Store, Inc., and Family
Restaurants Inc. Ms. Johnson will report to Old Navy President
Jenny Ming and to Gap Inc.'s Chief Financial Officer Byron
Pollitt.

"Patti and Lee have the broad operating and financial management
skills we need to continue our turnaround momentum at Old Navy
and Gap, drive greater operating discipline and efficiency, and
position the brands for sustainable growth," said Gap Inc.
President and CEO Paul Pressler.

"Lee has been a strong operational partner to Jenny Ming in
helping to improve performance and support Old Navy's
turnaround," Mr. Pressler said. "With this foundation in place,
Patti's experience in value-oriented retailing will be an asset
as Old Navy sharpens its ability to compete in that market.

"Lee's new role at Gap underscores our commitment to sharing
talent, experience, and best practices across divisions," Mr.
Pressler said. "Lee's demonstrated ability to lead strategic
change and drive sustainable results will help Gary in Gap's
turnaround efforts and support longer-term initiatives."

Mr. Bird succeeds Ron Beegle, who is leaving the company. Since
joining Gap Inc. in 1996, Mr. Beegle, 40, had held senior
management positions in the company's Banana Republic, online
and Gap divisions. He had been Chief Operating Officer of the
Gap division since June 2001.

"On behalf of the company, I want to thank Ron for the many
contributions he has made in leadership roles at three of our
operating divisions, and for the work he has done to help
improve Gap's performance," Mr. Pressler said. "We wish him much
success in the future."

                         *    *    *

As previously reported, the outlook on Gap Inc., was revised to
negative from stable. The 'BB+' long-term and 'B' short-term
corporate credit ratings on the company were also affirmed. The
outlook revision was based on continuing negative sales
trends in the company's Old Navy and Gap divisions.

The ratings on the San Francisco, California-based company
reflect management's challenge to improve business fundamentals
in its three brands in an industry that will continue to
experience intense competition, and to improve its weakened
credit protection measures. These factors are partially offset
by the company's strong business position in casual apparel, its
geographic diversity, and strong cash flow before capital
expenditures.


GENUITY: Wants to Expand Scope of Alvarez & Marsal's Engagement
---------------------------------------------------------------
Don S. DeAmicis, Esq., at Ropes & Gray, in Boston,
Massachusetts, reminds the Court that Genuity Inc., and its
debtor-affiliates previously filed an application to employ
Alvarez & Marsal, Inc. as Restructuring Consultants on December
19, 2002.  A hearing on the Original Application has not yet
been noticed and consequently, the Court has not yet entered an
order approving A&M's retention.

In the Original Application, the Debtors sought the Court's
authority to employ A&M for:

    a) assistance in the preparation of financial information
       for distribution to creditors and others;

    b) assistance in restructuring issues; and

    c) other activities as approved by the Debtors and agreed to
       by A&M.

Mr. DeAmicis reports that A&M has already assisted the Debtors
with various financial matters in connection with the Sale to
Level 3.  By this amended application, the Debtors seek the
Court's permission to employ A&M nunc pro tunc to November 27,
2002 for services rendered in connection with the Sale.  In
light of the benefits of A&M's assistance to the Debtors and
their estates, the Debtors contend that A&M should be
compensated for all the work it has performed to date.

Although the Debtors believe that the principal aspect of A&M's
engagement was concluded on February 5, 2003, by this Amended
Application, the Debtors also seek the Court's authority to
employ A&M in the future on a limited basis, as necessary, as a
consultant in connection with certain post-closing matters.  Mr.
DeAmicis expects that any Post-Closing Services will primarily
involve consultation with respect to cure amounts, rejection
claims, and other issues pertaining to the services that A&M has
already provided to the Debtors.  As a result of A&M's
assistance with the Sale, the Debtors believe that A&M has
acquired extensive knowledge of the Debtors, their businesses,
and their capital structure, financing documents and other
material agreements.  This knowledge may be a valuable resource
to the Debtors going forward as they work with Level 3 on a
variety of post-closing matters, evaluate cure amounts and
rejection claims, determine whether to assume or reject certain
executory contracts excluded from the Sale by Level 3, and
calculate post-closing adjustments. (Genuity Bankruptcy News,
Issue No. 9; Bankruptcy Creditors' Service, Inc., 609/392-0900)


GLOBAL CROSSING: Settles Claims Dispute with Teleglobe Entities
---------------------------------------------------------------
Paul M. Basta, Esq., at Weil Gotshal & Manges LLP, in New York,
relates that the Global Crossing Debtors are party to six
agreements with Teleglobe USA, Inc. and Teleglobe, Inc. relating
to the provision of telecommunications services.  On May 28,
2002, Teleglobe USA, together with certain affiliates, filed a
voluntary petition for relief under the Bankruptcy Code in the
United States Bankruptcy Court for the District of Delaware.  On
May 15, 2002, Teleglobe Inc., together with certain of its
affiliates, commenced a proceeding under the Canadian Companies'
Creditors Arrangement Act in the Ontario Superior Court of
Justice.  Ernst & Young Inc. was appointed monitor of Teleglobe
Inc. and its affiliates during the CCAA Proceeding.

Mr. Basta informs Judge Gerber that there are numerous amounts
owing under the Agreements from both the GX Debtors to Teleglobe
and from Teleglobe to the GX Debtors.  Following extensive
arm's-length negotiations, the GX Debtors and Teleglobe have
reached a global settlement agreement that provides for mutual
releases and the resolution of all claims relating to the
Agreements.  By this motion, the GX Debtors ask the Court to
approve the Settlement Agreement.

The GX Debtors and Teleglobe are parties to these Agreements:

      (i) Telecommunications Services Agreement dated December
          1996;

     (ii) Telecommunications Services Agreement dated October
          1996;

    (iii) Telecommunications Services Agreement entered into on
          March 12, 2001;

     (iv) Carrier Wholesale Service Agreement dated July 29,
          1997;

      (v) International Private Line Service Order Forms; and

     (vi) Carrier Services Agreement dated July 24, 2002.

Pursuant to the Services Agreements, Mr. Basta explains that
Teleglobe and Global Crossing agreed to provide each other with
certain telecommunications services, including private line and
voice carrier services.  Under the Carrier Services Agreement,
Global Crossing provides capacity to Teleglobe, including a 10
Gbps wavelength between London and New York.  In addition,
pursuant to the Carrier Services Agreement, Global Crossing
granted Teleglobe an option to purchase an indefeasible right of
use in one 10 Gbps wavelength of capacity between London and New
York.  The initial price of the Carrier Services Agreement was
$2,200,000, to be paid in monthly installments of $67,000 per
month, inclusive of monthly maintenance charges.  To exercise
the Conversion Option, Teleglobe is required to make a lump-sum
payment of the difference between $2,200,000 and the amounts
paid under the Carrier Services Agreement.  To date, Teleglobe
has made four payments for a total of $268,000.

As of March 7, 2003, the Debtors are indebted to Teleglobe under
the Service Agreements for:

      (i) $1,015,401.92 for services rendered before the Global
          Crossing Petition Date; and

     (ii) $6,583,323.57 for services rendered after the Global
          Crossing Petition Date.

On the other hand, Teleglobe is indebted to the Debtors under
the Service Agreements for:

     (i) $3,066,747.15 for services rendered before the
         Teleglobe Petition Date; and

    (ii) $3,881,365.90 for services rendered after the Teleglobe
          Petition Date.

These amounts are exclusive of the $1,932,000 that Teleglobe
would be required to pay the Debtors to exercise the Conversion
Option.

On February 24, 2003, after extensive arm's-length negotiations,
the Debtors and Teleglobe executed the Settlement Agreement.
The salient terms of the settlement are:

  A. Both the Debtors and Teleglobe agree to relief for each
     other from the automatic stay of Section 362(d) of the
     Bankruptcy Code in the other's Chapter 11 case to
     effectuate the terms of the Settlement Agreement.

  B. The Debtors and Teleglobe have executed a capacity purchase
     agreement, pursuant to which Teleglobe will exercise the
     Conversion Option.  The annual maintenance fee will be
     $90,000 per year.

  C. Within ten calendar days of the latest to occur of approval
     of this Agreement by the Bankruptcy Court in the Debtors'
     Chapter 11 cases, the Delaware Bankruptcy Court in
     Teleglobe's Chapter 11 cases, and the Monitor, Teleglobe
     will pay to Global Crossing $1,281,387.56 in cash, in full
     satisfaction, settlement, release, and discharge of all
     amounts due as of the Effective Date under the Agreements
     and the Capacity Purchase Agreement, including the exercise
     of the Conversion Option.

  D. Both the Debtors and Teleglobe will endeavor in good faith
     to file appropriate pleadings in their Chapter 11 cases
     seeking approval of the Settlement Agreement.  In addition,
     Teleglobe will endeavor in good faith to cause the Monitor
     to approve this agreement not later than the date of
     approval of the Settlement Agreement by the Delaware
     Bankruptcy Court.

  E. As of the Effective Date, both the Debtors and Teleglobe
     fully and forever irrevocably release one another and all
     their present and former parent corporations and
     subsidiaries, officers, directors, employees, agents,
     representatives, attorneys, advisors, partners, successors,
     and assigns from any and all claims relating to the
     Agreements, except for claims relating to the Debtors' and
     Teleglobe's ongoing performance obligations under the
     Capacity Purchase Agreement and any other Agreements still
     in effect as of the Effective Date.

Mr. Basta asserts that the Settlement Agreement is a fair
resolution of the disputes between the parties.  The Debtors and
Teleglobe have numerous claims against each other relating to
the Agreements.  The Settlement resolves those claims without
any payment being made by the Debtors.  Pursuant to the
Settlement Agreement, the Debtors will receive a lump sum
payment of $1,281,387.56 from Teleglobe.  Moreover, because
Teleglobe will execute the Conversion Option pursuant to the
Settlement Agreement, the Debtors will benefit from the
continued income stream of $90,000 per year arising from the
maintenance payments from Teleglobe under the Capacity Purchase
Agreement. (Global Crossing Bankruptcy News, Issue No. 37;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


GOODYEAR TIRE: Applauds Steelworkers' Willingness to Negotiate
--------------------------------------------------------------
Goodyear applauds the USWA decision and looks forward to the
dialogue that will be necessary to reach a mutually beneficial
agreement.  The company remains convinced that Goodyear
management and employees are best served by a contract that is
structured to address specific Goodyear challenges.

Goodyear is the world's largest tire company.  Headquartered in
Akron, Ohio, the company manufactures tires, engineered rubber
products and chemicals in more than 90 facilities in 28
countries.  Goodyear employs more than 95,000 people worldwide,
and more than 35,000 in its North American Tire operations.

Goodyear Tire & Rubber's 8.500% bonds due 2007 (GT07USR1) are
trading at about 76 cents-on-the-dollar, says DebtTraders. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=GT07USR1for
real-time bond pricing.


HARTMARX CORP: First Quarter 2003 Results Show Improved EBIT
------------------------------------------------------------
Hartmarx Corporation (NYSE: HMX) reported operating results for
its first quarter ended February 28, 2003.  Sales were $131.8
million in 2003 compared to $139.4 million in 2002.  Earnings
before interest and taxes ("EBIT") improved to $4.5 million
compared to $2.4 million in 2002.  After consideration of
interest expense, an $.8 million pre-tax refinancing charge in
2003 and income taxes, net earnings were $1.1 million or $.03
per share in 2003 compared to a loss of  $1.1 million or $.03
per share in 2002.

Homi B. Patel, president and chief executive officer of Hartmarx
Corporation, commented, "We are pleased that we achieved first
quarter profitability in a very difficult retail environment.
Even after accounting for the $.8 million of financing expense
in 2003 associated with the early retirement of $10.3 million of
12.5% senior unsecured notes, pre-tax earnings improved to $1.8
million compared to a loss of $1.8 million in last year's first
quarter.  Earnings of  $.03 per diluted share in the current
quarter, compared to a loss of $.03 last year, represents our
third consecutive quarter of positive earnings.  We anticipate
that global uncertainties will continue to impact the retail
environment negatively and that conditions will remain very
challenging for the second quarter ending May 31, historically
our weakest quarter.  Nonetheless, we are focused on those areas
we have control over and continue to anticipate improved
operating margins and lower interest costs in every quarter,
just as we had in the first quarter.  We believe that we are on
track to report a significant earnings improvement for the full
year 2003," Mr. Patel concluded.

            First Quarter Pre-Tax Improvement Resulting
    from Higher Gross Margins, Lower Expenses And Interest Costs

The increase in first quarter EBIT to $4.5 million from $2.4
million in 2002 reflected an improved gross margin rate of 29.5%
compared to 26.9% in 2002.  Selling, general and administrative
expenses decreased $1.1 million on the lower sales. Interest
expense declined to $1.9 million from $4.2 million in 2002 from
reduced average borrowing levels and a lower effective interest
rate which was favorably impacted by the August 2002 refinancing
and subsequent repayments of high cost debt.  Current period
results also included the $.8 million pre-tax charge associated
with the January, 2003 retirement of the remaining 12.5% senior
unsecured notes, representing the non-cash write-off of
unamortized debt discount and financing fees.

At February 28, 2003, total debt was $138.8 million, $32.0
million lower than the year earlier period.  The Company's
interest rate under its current senior credit facility was
approximately 3.9% compared to 6.7% in the year earlier period
under its previous credit facility.  The weighted average
interest rate at February 28 on all borrowings was approximately
5.3% compared to 10.5% at the year earlier date.

Hartmarx produces and markets business, casual and golf apparel
under its own brands including Hart Schaffner & Marx, Hickey-
Freeman, Palm Beach, Coppley, Cambridge, Keithmoor, Racquet
Club, Naturalife, Pusser's of the West Indies, Royal, Brannoch,
Riserva, Sansabelt, Barrie Pace and Hawksley & Wight. In
addition, the Company has certain exclusive rights under
licensing agreements to market selected products under a number
of premier brands such as Austin Reed, Tommy Hilfiger, Kenneth
Cole, Burberrys men's tailored clothing, Ted Baker, Bobby Jones,
Jack Nicklaus, Claiborne, Evan-Picone, Pierre Cardin, Perry
Ellis, KM by Krizia, and Daniel Hechter.  The Company's broad
range of distribution channels includes fine specialty and
leading department stores, value-oriented retailers and direct
mail catalogs.

                         *    *    *

As previously reported by the Troubled Company Reporter,
Standard & Poor's lowered its corporate credit rating
on Hartmarx Corp., to 'SD' (selective default) from double-'C'
and the senior subordinated debt rating to single-'D' from
single-'C'. The ratings were removed from CreditWatch, where
they were placed on October 4, 2001.

Subsequently, the single-'D' rating on Hartmarx' senior
subordinated 10.875% notes due January 15, 2002 was withdrawn.

The downgrade reflects the completion of an exchange offer on
the 10.875% notes due January 15, 2002 with bonds maturing in
2003 plus an amount of cash and common stock. In December 2001,
Hartmarx claimed in an 8-K filing that, if the company is
unsuccessful in completing the exchange or obtaining additional
financing, it would need to restructure its debt. Standard &
Poor's considers the completion of the exchange to be tantamount
to a default, given the coercive nature of the offer.


I2 TECHNOLOGIES: Fails to Comply with Nasdaq Listing Guidelines
---------------------------------------------------------------
i2 Technologies, Inc., (Nasdaq:ITWOE) announced that The NASDAQ
Stock Market has furnished the Company with a notice of intent
to delist its common stock, stating that the Company's inability
to timely file its annual report on Form 10-K for the year ended
December 31, 2002 violates NASDAQ's continued listing
requirement set forth in Marketplace Rule 4310(c)(14). The delay
in filing i2's 2002 Form 10-K results from the previously
announced decision to re-audit the Company's financial
statements for the years ended December 31, 2000 and 2001, as
well as the recent determination to expand the re-audits to
include the Company's financial statements for the year ended
December 31, 1999.

In accordance with NASDAQ's rules, i2 plans to submit a request
for a hearing to appeal the delisting notification and will
request additional time to complete the re-audits from the
hearing panel. No delisting action will take place prior to the
hearing, which is typically held within 30 days after the date
of the hearing request. However, there can be no assurance that
the hearing panel will grant i2 the additional time the Company
requires.

NASDAQ initiated a trading halt on i2's stock on March 31, 2003
and has requested the Company to provide it with additional
information concerning the potential scope and magnitude of
expected material adjustments to i2's previously reported
financial results. The Company reported that it is working
diligently with its independent accountants to accumulate the
requested information in as timely a manner as possible.
However, as the re-audits are ongoing and as i2 only recently
determined to expand the re-audits to include its 1999 financial
statements, there can be no assurance that the information will
be ready for submission by i2 prior to the date of the delisting
hearing or that the information, when submitted, will be
sufficient to allow NASDAQ or the hearing panel to lift the
trading halt.

As a result of i2's inability to timely file its 2002 Form 10-K,
the Company's trading symbol has been changed by NASDAQ from
"ITWO" to "ITWOE" and will not revert to "ITWO" until such time
as the re-audits have been completed and the Company has filed
its 2002 Form 10-K and regained compliance with NASDAQ's
Marketplace Rules.

i2 also announced that it is reviewing the effect of the re-
audits and the resulting delay in filing the 2002 Form 10-K on
its outstanding indebtedness.

The indenture governing i2's $350 million of convertible notes
due in 2006 requires the Company to deliver its 2002 Form 10-K
to the trustee within 15 days after the day it is required to be
filed with the SEC. The indenture contains a 60-day cure period
for covenant non-compliance. i2 is working diligently to
complete the re-audits so that it may file its 2002 Form 10-K
and satisfy its reporting obligations under the convertible note
indenture. Although there can be no assurances, i2 believes that
the cure period should be sufficient to allow for the completion
of the re-audits and the filing of the 2002 Form 10-K. The
Company has also concluded that the delay in filing the 2002
Form 10-K does not result in a default under the $60.9 million
convertible promissory note issued by the Company in connection
with its acquisition of Trade Service Corporation, which matures
in September 2003.

i2's $20.0 million letter of credit facility contains certain
covenants relating to the delivery of financial information to
the lender. The lender has waived the Company's compliance with,
and any default under, the letter of credit line to the extent
that any non-compliance or default results from or is connected
with the re-audits or the resulting delay in filing the 2002
Form 10-K. The obligation of the lender to issue letters of
credit under the line, which is fully cash-collateralized,
terminates on April 30, 2003. The lender's waiver is effective
until July 15, 2003, and i2 currently anticipates that it will
be able to negotiate a new letter of credit facility with the
lender or a replacement bank prior to the expiration of the
waiver.


HAWAIIAN AIRLINES: Paul Weiss Named Special Corporate Counsel
-------------------------------------------------------------
Hawaiian Airlines, Inc., asks for permission from the U.S.
Bankruptcy Court for the District of Hawaii to retain Paul,
Weiss, Rifkind, Wharton & Garrison LLP as Special Corporate
Counsel.

The Debtor tells the Court that Paul Weiss has acquired
extensive familiarity with the Debtor's business, capital
structure and material contractual agreements through its
representation of the Debtor in multiple corporate matters. The
Debtor submits that Paul Weiss' continued representation is in
the best interest of the estate and will avoid disruption in the
Debtor's business and legal affairs.

Specifically, the Debtor wants Paul Weiss to:

     a) advise and assist the Debtor with respect to the
        Debtor's general corporate transactions, including
        matters pertaining to any filings by its parent
        corporation with the Securities and Exchange Commission,
        the American Stock Exchange, the Pacific Exchange and
        similar exchanges as required from time to time;

     b) advise and counsel the Debtor in connection with any
        contemplated restructuring, including the drafting of
        appropriate corporate documents with respect thereto and
        counseling the Debtor in connection with the closing
        with of such restructuring;

     c) advise and counsel the Debtor with respect to its
        general corporate matters arising in or outside of
        bankruptcy;

     d) since the Debtor currently does not employ a chief legal
        officer or general counsel, perform functions typically
        within the scope of such an officer's duties; and

     e) perform the full range of necessary services.

Paul Weiss will charge the Debtors at its customary hourly
rates, which are:

          Partners               $525 to $725 per hour
          Counsel                $495 to $525 per hour
          Associates             $260 to $485 per hour
          Paralegals             $140 to $195 per hour

The attorneys who will have primary responsibility in this
retention and their current hourly rates are:

          Judith R. Thoyer        $725 per hour
          Stephen J. Shimshak     $725 per hour
          James H. Millar         $475 per hour
          Denny O. Kwon           $420 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.


INTERSTATE BAKERIES: Mulling Closure of Bakery in Sacramento
------------------------------------------------------------
Interstate Bakeries Corporation (NYSE: IBC) announced plans to
close its sourdough roll bakery in Sacramento, Calif.

The closing, scheduled for June 7, 2003, will affect 52
employees. Production from the Colombo bakery, which primarily
bakes rolls under the Colombo brand name, will be transferred to
IBC's other Colombo bakery in Oakland. Distribution of these
products to food stores in northern California markets will not
be affected by this decision.

"This business decision was driven by our need to streamline our
operation by consolidating production under one roof," said
James R. Elsesser, IBC's Chief Executive Officer.

The Colombo bakery in Sacramento first opened in 1985.

Mr. Elsesser added, "Closing a bakery is never an easy decision
to make. This bakery turns out a great product and our workforce
should be proud of their efforts. We intend to dismantle the
Sacramento roll production line and install a portion of it in
our Colombo bakery in Oakland."

Most of the employees affected by this decision are represented
by various labor unions. Severance arrangements for these
employees will be guided by our agreements with these unions.
Employees wishing to transfer to any of our other four bakeries
in northern California will be given consideration in filling
open positions.

Information regarding charges and other expenses associated with
the closing of our Colombo facility in Sacramento, together with
those associated with other restructuring activities, will be
presented in our third quarter Form 10-Q, which we plan to file
with the Securities and Exchange Commission by late April 2003.

Interstate Bakeries Corporation is the nation's largest baker
and distributor of fresh baked bread and sweet goods in the
United States selling products under various brand names
including Wonder, Hostess, Dolly Madison, Home Pride, and
Merita. The Company, with 60 bread and cake bakeries located in
strategic markets from coast to coast is headquartered in Kansas
City, Missouri.

                         *   *   *

As previously reported, Moody's Investors Service confirmed the
senior secured and senior implied ratings for Interstate
Bakeries Corporation and its guaranteed subsidiaries. Outlook
remains negative.

Rating Confirmations:

   Interstate Bakeries Corporation:

        * Senior implied rating -                Ba1

        * Senior unsecured issuer rating -       Ba2

        * Preferred Shelf at -                   (P)B1

   Interstate Brands Corporation and Interstate Brands West
      Corporation as Co-borrowers:

        * $300 million senior secured revolving
                credit facility -                    Ba1

        * $375 million senior secured
                Term Loan A facility -               Ba1

        * $125 million senior secured
                Term Loan B facility -               Ba1

   Interstate Bakeries Corporation, Interstate Brands
      Corporation, Interstate Brands West Corporation as joint
      and several obligors:

        * Senior unsecured shelf -                (P)Ba2

        * Subordinated shelf -                    (P)Ba3


KAISER ALUMINUM: Court Okays Fourth Amendment to DIP Financing
--------------------------------------------------------------
Judge Fitzgerald approves the Fourth Amendment to Kaiser
Aluminum Corporation and its debtor-affiliates' DIP Credit
Agreement.  The Debtors are authorized and obligated on a final
basis to comply with and perform, and are bound by, all of the
terms, conditions and waivers contained in the Amendment.

                         *     *     *

As previously reported, pursuant to the Employee Retirement
Income Security Act of 1974 and the Internal Revenue Code, the
Debtors were required on January 15, 2003 to make a $17,000,000
liquidity contribution to the Kaiser Aluminum Salaried Employees
Retirement Plan Pension.  Beginning April 15, 2003, the Debtors
are also obligated to make additional liquidity contributions
and other minimum funding payments with respect to the Salaried
Pension Plan and other pension plans.  But for some reasons, the
Debtors opted not to make the January liquidity contribution.
The Debtors also expect that they will not make future liquidity
contributions or minimum funding payments with respect to their
pension plans.

Failure to make the required payments results in the automatic
creation of a lien, enforceable by the Pension Benefit Guaranty
Corporation on all assets of the plan sponsor and all members of
the plan sponsor's "controlled group".  The termination of a
pension plan also would give rise to a lien on the plan
sponsor's and the controlled group's assets to the extent of any
under-funding of the plan.  The failure to make the mandatory
pension payments could result in the imposition of certain
taxes, which, if not paid, would again result in the creation of
a lien on the plan sponsor's and the controlled group's assets.

Pursuant to 26 U.S.C. Section 412(c)(11), a "controlled group"
consists of two or more corporations that are part of a parent-
subsidiary relationship where one corporation controls, directly
or indirectly, at least 80% of the outstanding voting stock or
80% of the total value of all stock of one or more corporations.

Although the potential liens could not arise with respect to the
Debtors and their assets because of the automatic stay, the
liens could be imposed on certain non-debtor affiliates in the
Debtors' controlled group. Even if the non-debtor affiliates are
inactive or have minimal assets, the imposition of liens
nevertheless could trigger an event of default under the DIP
Facility.  It would prevent the Debtors from making certain
representations and warranties that are required as a condition
to any credit extension under the DIP Facility.

On January 13, 2003, the Debtors obtained a short-term waiver
from the Lenders to account for potential events of default
under the DIP Facility that would result from the Debtors'
failure to make the January liquidity contribution.  The Debtors
and Bank of America also agreed to amend the DIP Credit
Agreement to avoid potential events of default based on the
Debtors' failure to make pension plan payments.  The amendments
will permit the Debtors to obtain credit extensions despite the
imposition of certain permitted liens.  The Fourth DIP Credit
Amendment has been circulated to the Lenders for approval.  The
Debtors expect to obtain the requisite Lenders' approval before
March 17, 2003.

The Fourth Amendment adds to the Postpetition Credit Agreement
certain definitions related to the Debtors' pension funding
contributions.  These additional definitions include:

    (a) "January Liquidity Contribution," which refers to the
        $17,000,000 liquidity contribution that the Debtors
        failed to make to the trust established under the
        Salaried Pension Plan on January 15, 2003;

    (b) "Future Minimum Funding and Liquidity Contributions,"
        which refers to the minimum funding and additional
        liquidity contributions required to be made by the
        Debtors under the ERISA to the trust established under
        the Salaried Pension Plan and other pension plans of the
        controlled group after January 15, 2003; and

    (c) "Permitted PBGC Liens," which refers to:

         -- unperfected liens, if any, imposed under the ERISA
            or the IRC on assets of the Debtors, Valco and
            Trochus as a result of:

              (i) the failure to make the January Liquidity
                  Contribution and the Future Minimum Funding
                  and Liquidity Contributions on or before the
                  dates when due or the failure to pay any
                  imposed taxes; or

             (ii) the termination of any pension plans; and

         -- perfected or unperfected liens imposed under the
            ERISA or the IRC on the assets of controlled group
            members other than the Debtors, Valco and Trochus as
            a result of:

              (i) the failure to make the January Liquidity
                  Contribution and the Future Minimum Funding
                  and liquidity Contributions on or before the
                  dates when due or the failure to pay any
                  imposed taxes; or

             (ii) the termination of any pension plan.

The Fourth Amendment also modifies the DIP Credit Agreement to:

    -- prevent any breach of the representation and warranty
       indicated in the DIP Credit Agreement as the result of
       the imposition of Permitted PBGC Liens;

    -- include the Permitted PBGC Liens as permitted liens; and

    -- provide that the imposition of the Permitted PBGC Liens
       will not trigger an event of default under the DIP Credit
       Agreement.

As a condition to the effectiveness of the Fourth Amendment,
Debtors Alwis Leasing, LLC and Kaiser Center, Inc., and New
Debtors Alpart Jamaica Inc., KAE Trading, Inc., Kaiser Bauxite
Company, Kaiser Center Properties, Kaiser Export Company and
Kaiser Jamaica Corporation would each:

    (1) provide unsecured guarantees of the DIP Facility; and

    (2) grant superpriority administrative status to any claims
        by Bank of America and the Lenders arising under the DIP
        Credit Agreement.

Other than Kaiser Center and Alwis Leasing, the Debtors are all
either secured guarantors or borrowers under the DIP Facility.
The Debtors have granted superpriority administrative expense
status to the Lenders' claims under the DIP Facility.

The members of the lending consortium under the Fourth Amended
DIP Credit Agreement are:

    * Bank of America, N.A.,
    * General Electric Capital Corporation,
    * Foothill Capital Corporation,
    * The CIT Group/Business Credit Inc.,
    * Merrill Lynch Business Financial Services Inc.,
    * PNC Bank, National Association,
    * GMAC Commercial Finance LLC, and
    * The Provident Bank.
(Kaiser Bankruptcy News, Issue No. 24; Bankruptcy Creditors'
Service, Inc., 609/392-0900)

Kaiser Aluminum's 12.750% bonds due 2003 (KLU03USR1) are trading
at about 3 cents-on-the-dollar, DebtTraders reports. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=KLU03USR1for
real-time bond pricing.


L-3 COMMS: Will Publish March Quarter Results on April 22, 2003
---------------------------------------------------------------
L-3 Communications (NYSE: LLL) intends to release its first
quarter results for the period ended March 31, 2003 on Tuesday,
April 22, 2003 before the open of the market.

In conjunction with this release, L-3 Communications will host a
conference call on the same day at 4:00 PM EDT to review first
quarter results, which will be simultaneously broadcast live
over the Internet. Frank C. Lanza, chairman and chief executive
officer, Robert V. LaPenta, president and chief financial
officer, and Cynthia Swain, vice president, corporate
communications, will host the call.

                      Tuesday, April 22, 2003
                              4:00 PM EDT
                              3:00 PM CDT
                              2:00 PM MDT
                              1:00 PM PDT

Listeners may access the conference call live over the Internet
at the following web address:

http://www.firstcallevents.com/service/ajwz377839782gf12.html

Please allow fifteen minutes prior to the call to visit the site
to download and install any necessary audio software. The
archived version of the call may be accessed at this site, or by
dialing (800) 642-1687 (passcode: 9563055), beginning
approximately two hours after the call ends through Tuesday,
April 29, 2003 at 11:59 PM EDT.

Headquartered in New York City, L-3 Communications is a leading
merchant supplier of Intelligence, Surveillance and
Reconnaissance (ISR) products, secure communications systems and
products, avionics and ocean products, training products,
microwave components and telemetry, instrumentation, space and
wireless products. Its customers include the Department of
Defense, selected US government intelligence agencies, aerospace
prime contractors and commercial telecommunications and wireless
customers.

To learn more about L-3 Communications, please visit the
company's Web site at http://www.L-3Com.com

                         *   *   *

As previously reported in Troubled Company Reporter, Standard &
Poor's expected to raise its corporate credit rating on New
York, New York-based L-3 Communications to double-'B'-plus from
double-'B' after the defense company completes its offering of
approximately $900 million in common stock and $750 million in
senior subordinated debt and assuming that any pending
acquisition activity is on a scale that can be accommodated by
the company's enhanced financial resources. At the same time,
the rating on the company's subordinated debt would be raised to
double-'B'-minus from single-'B'-plus. The outlook would be
stable. The company's ratings remain on CreditWatch with
positive implications, where they were placed on June 6, 2002.


LOMA LINDA UNIVERSITY: S&P Raises L-T Revenue Bond Rating to BB
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its long-term rating
to 'BB' from 'BB-' on Loma Linda, California's outstanding
revenue bonds, issued for the Loma Linda University Medical
Center, based on improved profitability and liquidity and a
strong market position. The outlook on the bonds is now stable.

"Financial performance at the medical center has improved
significantly over the past three years, with a substantial
increase in operating revenues and income," said Standard &
Poor's credit analyst James Cortez. "The center is also the
dominant player in the competitive 'Inland Empire' region east
of Los Angeles, and discharges showed a slight increase between
2001 and 2002 despite the numerous rival facilities."

The raised rating affects about $56 million in outstanding
revenue debt. The medical center has no immediate future debt
plans.

Loma Linda University Medical Center is a 789-bed facility
serving an approximate service area population of 2.8 million in
San Bernardino and Riverside Counties.


MADGE NETWORKS: Nasdaq Intends to Knock-Off Shares Today
--------------------------------------------------------
Madge Networks N.V. (NASDAQ: MADGF), a global supplier of
advanced wired and wireless networking product solutions, has
received notification that the Company's securities will be
delisted from the Nasdaq SmallCap market at the start of trading
on Wednesday April 9, 2003.

The notification states that the market value of the Company's
listed securities have been below US$35 million for more than 10
consecutive trading days and therefore the Company has failed to
comply with Marketplace Rule 4310(C)(2)(B)(ii), despite the 30
calendar days given by the Nasdaq on February 21, 2003 to regain
compliance.

The notification also states that there is an additional basis
for delisting the Company, as it has failed to comply with
MarketPlace Rule 4310(C)(13) by not paying certain fees due to
the Nasdaq in respect of its listing.

Madge Networks N.V., (NASDAQ: MADGF) is a global supplier of
advanced wired and wireless networking product solutions to
large enterprises, and is the market leader in Token Ring. Madge
Networks is pioneering next generation networking solutions,
which enable the painless deployment of Wireless and also
100Mbps and Gigabit speed IP-based applications within existing
corporate networks while protecting customers' investments in
Token Ring. Madge Networks also has an associate company, Red-
M(TM), a market leader in Wireless networking solutions. Madge
Networks' main business centers are located in Wexham Springs,
United Kingdom and New York. Information about Madge Networks'
complete range of products and services can be accessed at
http://www.madge.com

At December 31, 2002, the Company's balance sheet shows a total
shareholders' equity deficit of about $10 million, and a working
capital deficit of about $6 million.


MAGELLAN HEALTH: Files 1st Amended Plan and Disclosure Statement
----------------------------------------------------------------
Magellan Health Services, Inc., and its debtor-affiliates
present the Court with their First Amended Reorganization Plan
and Disclosure Statement dated March 26, 2003.

Prior to the Petition Date, Magellan entered into extensive
discussions with certain of the holders of the Senior Note
Claims and the Senior Subordinated Note Claims.  These holders
formed an informal committee of noteholders, which included
holders of 64% of the principal amount of the Senior Notes and
48% of the principal amount of the Senior Subordinated Notes.
The Informal Committee unanimously approved the restructuring
set forth in the Plan.  In connection therewith, holders of 52%
of the Senior Note Claims and 35% of the Senior Subordinated
Note Claims executed lock-up and voting agreements pursuant to
which the holders of these Claims have agreed to vote to accept
the Plan.  The Debtors believe that approval of the Plan
maximizes the recovery to creditors and Equity Interest holders.

The new capital structure for Reorganized Magellan will consist
of:

    A. New Senior Secured Credit Agreement: Composed of
       $115,800,000 in term loans, $45,000,000 in loans under a
       rollover facility and $75,300,000 in reimbursement
       obligations for outstanding letters of credit, which will
       be obligations of Reorganized Magellan, guaranteed by the
       wholly owned subsidiaries of Reorganized Magellan and
       secured by substantially all of the assets of Reorganized
       Magellan and its subsidiaries that guarantee the New
       Facilities;

    B. New Senior Notes: Up to $300,000,000 in unsecured senior
       notes of Reorganized Magellan;

    C. New Aetna Note: $46,700,000 note of Reorganized Magellan;

    D. New Common Stock: 13,605,442 shares of common stock of
       Reorganized Magellan, par value $0.01 per share --
       10,000,000 shares of New Common Stock issued to holders
       of Claims and Interests in the Debtors and up to
       3,605,442 shares of New Common Stock issued after
       exercise of the Equity Subscription Right and to the
       Equity Standby Purchasers to the extent the Equity
       Subscription Rights are not exercised;

    E. New Warrants: Warrants to purchase 250,000 shares of New
       Common Stock;

    F. New Aetna Warrant: Warrants to purchase 100,000 shares of
       New Common Stock; and

    G. Option or other stock-based awards: 10% of the New Common
       Stock after giving effect to the Equity Offering reserved
       for issuance.

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

      http://bankrupt.com/misc/97_AmendedPlan.pdf

                       and

      http://bankrupt.com/misc/99_DisclosureStatement.pdf

(Magellan Bankruptcy News, Issue No. 4: Bankruptcy Creditors'
Service, Inc., 609/392-0900)


MCDERMOTT INT'L: Balance Sheet Erosion Triggers S&P Downgrades
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on McDermott International Inc., and its subsidiary,
McDermott Inc., to 'CCC+' from 'B'. The rating on McDermott
Inc.'s senior unsecured debt is lowered to 'CCC-' from 'B', and
is rated two notches below the corporate credit rating,
reflecting a subordinated position to secured bank debt and
other priority liabilities. All ratings are removed from
CreditWatch where they were first placed on Nov. 7, 2002.

"The downgrade reflects erosion of the firm's balance sheet,
concern regarding operating issues, and expected negative cash
flow generation in 2003 that will result in heightened liquidity
concerns in the last half of the year," said Standard & Poor's
credit analyst Daniel DiSenso.

The outlook on the New Orleans, Louisiana-based marine
construction and government services company is negative.
Outstanding debt totaled about $140 million at year-end 2002.

McDermott recently hired a new president for its marine
construction services business and continues efforts to improve
this operation by strengthening project estimating, bidding, and
project management procedures; selling inefficient assets; and
reducing overhead. This year is being characterized by
management as a turnaround year, as the company works to
complete several money-losing projects, most notably three EPIC
spar projects for which McDermott took a total of $149 million
in pretax charges in 2002 for cost overruns.


METALS USA: Pushing for Court Approval of IPSCO Stipulation
-----------------------------------------------------------
Johnathan C. Bolton, Esq., at Fulbright & Jaworski LLP, in
Houston, Texas, recounts that on July 2, 2002, IPSCO Inc., on
behalf of its affiliates and subsidiaries, filed a secured claim
for $6,330,674.09.

Metals USA, Inc., and its debtor-affiliates objected to the
Claim to the extent it claimed security.  The Debtors asserted
that IPSCO's claim for the sales of materials is a general
unsecured claim.

IPSCO has agreed that its total prepetition claim is
$5,479,110.05 and the claim will be treated as a Class 4 General
Unsecured Claim.

The Debtors have agreed to allow IPSCO's claim as a Class 4
General Unsecured Claim for $5,479,110.05 in full satisfaction
of all IPSCO's prepetition claims against the Debtors and IPSCO
will receive its distribution of shares in the next scheduled
distribution.

The Debtors further agree to release IPSCO from any claims under
Chapter 5 of the Bankruptcy Code.

Thus, the Debtors ask the Court to approve their stipulation
with IPSCO. (Metals USA Bankruptcy News, Issue No. 29;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


MOUNTAIN OIL INC: Recurring Losses Raise Going Concern Doubt
------------------------------------------------------------
Mountain Oil, Inc., a Utah corporation formed on July 30, 1999,
is an independent oil and gas exploration and development
company that holds 11,989 acres of leased mineral rights located
within a thirty-mile radius of Duchesne, Utah.  On its acreage
it has ten wells producing oil and gas as of December 31, 2002,
with  pumps in place.  An additional ten of its wells are
capable of producing with pumps in place, but not in production
now because of the previously low price of oil. Mountain Oil
believes it can successfully rework the wells it is swabbing and
four additional wells for production, but does not intend to do
so until it can locate additional capital to fund the project.

On January 19, 2001, the Company commenced a registered public
offering of 1,000,000 shares of common stock at a gross sales
price of $2,250,000.  On February 28, 2001, the Company closed
its public offering after selling 715,068 shares resulting in
gross proceeds of $1,609,000.  Net proceeds of the offering were
approximately $1,524,053.  The Company used approximately
$374,722 of the net proceeds to purchase oil well equipment,
$547,071 to rework wells, and $252,233 to purchase service
equipment.

On March 1, 2003, Mountain Oil executed an agreement that,
subject to the fulfillment of the terms by both parties,
effectively reduces the outstanding shares of the Company,
eliminates the Company's debt, and leases the Company's four
highest producing well properties with their corresponding
equipment to a new entity named Mountain Oil and Gas (MOG), of
which Craig Phillips and Daniel Sam would be the officers and
directors.  Craig Phillips and Daniel Sam would be removed from
the Board of Directors of Mountain Oil and would no longer be
officers of the Company.  Joseph Ollivier would become President
of Mountain Oil and Lynn Stratford would be added to the Board
of Directors and also become the Secretary, Treasurer, and Chief
Financial Officer of the Corporation.  Mountain Oil would reduce
the amount of shares outstanding by 807,266, which would mainly
come from stock held by Craig Phillips and Daniel Sam.  Mountain
Oil would also receive a lease payment of $6,500 per month and
the current debt by Mountain Oil would also be transferred to
MOG.  MOG has the right to lease the properties and equipment
from Mountain Oil for one year and also has the ability to
purchase certain of Mountain Oil's equipment for $650,000 after
the lease term is over. This  agreement is only effective once
all terms have been fulfilled by both parties.

If the terms of the agreement between MOG and Mountain Oil are
not met, Mountain Oil's plan for the coming year is to preserve
its leases through limited production of its wells, seek
additional financing to fund operations and pursue the rework
project on its existing wells, and seek farm out or joint
drilling arrangements to drill new wells on its undeveloped
acreage.  If joint drilling arrangements can not be secured, the
Company will seek to lease its properties and wells to another
company and cut all overhead.

During the year ended December 31, 2002, Mountain Oil had a loss
from operations of $331,000 on revenues net of royalty
interests, of $578,000, as compared to a loss from operations of
$1,606,000 on revenues, net of royalty interests, of $1,053,000
for calendar year 2001. The decrease in loss from operations
from 2001 to  2002 is attributable to substantial decreases in
Company operating costs related to the decline in  production
due to pressure fluctuations of its developed oil wells, general
and administrative expenses, impairment of property and
equipment, depletion and amortization expenses.

The Company had a net loss of $324,000 in 2002, compared to a
net loss of $1,579,000 in 2001.

                Liquidity  and  Capital  Resources

At December 31, 2002, Mountain Oil had a working capital deficit
of $251,000, compared to a working capital deficit of $86,000 at
December 31, 2001. This difference in working capital deficit is
a result of reductions in production volumes affecting cash
flows from sales and the limited availability of long-term  debt
financing or equity funding compared to 2001.  In February 2001,
when Mountain Oil closed the public offering after selling the
715,068 shares, resulting in net proceeds of $1,524,053, it used
$374,722 to  purchase oil well equipment, $547,071 to rework
wells, $252,233 to purchase service equipment, $282,000 to
repay outstanding loans from directors of Mountain  Oil, $18,527
for payment of interest, and $49,000 for general and
administrative expenses.

Mountain Oil suffered from the substantial drop in oil prices
from the middle of 2001 to the middle of 2002.  As a result of
that period of low of oil prices, it is only operating nine of
its oil wells at reduced rates to maintain its existing leases.
The remaining productive wells were not economical at
previous oil prices and the Company did not pursue further
rework projects on the remaining wells while oil prices were at
lower levels.   During late 2001 and early 2002 it took steps to
substantially reduce its operating expenses by laying off
employees and reducing or eliminating other items. The Company
indicates that it cannot predict at this time whether it can
reach a break-even point of operation, or whether it will
continue to operate at a net loss. The foregoing factors, as
well as its recurring history of losses, raises substantial
doubt of Mountain Oil's ability to continue as a going concern.
If unable to further implement cost-saving measures, which will
enable it to support with revenues its operating structure, it
may be forced to seek debt or equity financing from outside
sources. There is no assurance that it will be successful in
efforts to sustain its operations internally, or locate
financing from outside sources on  terms that are acceptable to
Mountain  Oil, or at all.


NAT'L CENTURY: NPF XII Subcommittee Gets Okay to Hire Milbank
-------------------------------------------------------------
The Official Subcommittee of Noteholders of NPF XII, Inc.
(debtor-affiliate of National Century Financial Enterprises,
Inc.) obtained the Court's authority to retain, compensate, and
reimburse Milbank, Tweed, Hadley & McCloy, LLP as counsel, nunc
pro tunc to January 10, 2003.

Milbank pursuant to Sections 328(a) and 1103(a) of the
Bankruptcy Code will:

     (a) advise the NPF XII Subcommittee with respect to its
         rights, powers, and duties in the NCFE Cases;

     (b) assist and advise the NPF XII Subcommittee in its
         consultations with the Debtors relative to the
         administration of the NCFE Cases;

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

     (d) assist with the NPF XII Subcommittee's investigation of
         the acts, conduct, assets, liabilities, and financial
         condition of the Debtors and the operation of the
         Debtors' businesses and, if appropriate, bring actions
         based upon the investigations in the name of the NPF
         XII Subcommittee or, with appropriate authorization,
         the NPF XII estate;

     (e) monitor, review relevant pleadings, and negotiate on
         the NPF XII noteholders' behalf with respect to NPF XII
         provider bankruptcies and proposed portfolio sales,
         buyouts, workouts, settlements and plans of
         reorganization;

     (f) assist the NPF XII Subcommittee in its analysis of, and
         negotiations with, the Debtors or any third party
         concerning matters related to the terms of a
         liquidating plan of reorganization for the Debtors;

     (g) assist and advise the NPF XII Subcommittee with respect
         to its communications with the general body of NPF XII
         noteholders regarding significant matters in the NCFE
         Cases;

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

     (i) assist the NPF XII Subcommittee in reviewing and
         preparing pleadings, complaints and applications as may
         be necessary in furtherance of the NPF XII
         Subcommittee's interests and objectives;

     (j) represent the NPF XII Subcommittee at all hearings and
         other proceedings; and

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

Milbank will seek compensation at its standard hourly rates,
which are based on the professional's level of experience.  The
current hourly rates charged by Milbank are:

       Partners                      $550 - 725
       Counsel                        550 - 660
       Senior/Specialist Attorneys    225 - 495
       Associates                     225 - 480
       Legal Assistants               125 - 265

These rates may change from time to time in accordance with
Milbank's established billing practices and procedures.
(National Century Bankruptcy News, Issue No. 13; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


NEXLAND, INC.: Ability to Continue Operations is Suspect
--------------------------------------------------------
WindStar Resources, Inc., (before the name change to Nexland,
Inc.) was formed in Arizona on March 22, 1995, (under the name
Turtleback Mountain Gold Co., Inc.) to engage in the business of
mineral  exploration, and if warranted, development and
production, or the sale of precious minerals.   WindStar
Resources, Inc. failed to achieve its goals and business
objectives and in 1999 concluded it was no longer  economical to
continue as a public gold exploration mining company.  Nexland,
Inc. was incorporated in Florida on December 4, 1994, but was
inactive until November 17, 1999 when it was acquired by
Windstar. Nexland LP, a Florida limited partnership, formed on
September 25, 1997, was an operating company until November 15,
1999 when it assigned all of its partnership assets to Nexland,
Inc. in exchange for 17,000 of the latter's common shares.

On November 17, 1999, Windstar acquired Nexland, Inc. in a
reverse acquisition transaction resulting in the change of its
business from mining to computer security equipment. Windstar
changed its name to "Nexland,  Inc." on December 8, 1999. As
WindStar Resources, Inc., the Company never owned an operating
mine and, prior to the Nexland, Inc. acquisition, had no other
revenue-producing mining activities. Since the merger with
Nexland, Inc., the Company has become a supplier of hardware
routers and Internet firewall devices and have shed all
connection with the mining business.

Nexland had a working capital deficit of $0.5 million and $1.3
million and at December 31, 2002 and 2001, respectively.  It had
an accumulated deficit of $4.5 million and $4.9 million at
December 31, 2002 and 2001, respectively.  The ability to obtain
additional funding will determine Nexland's ability to continue
as a going concern.  Accordingly, the Company indicates that it
may experience significant liquidity and cash flow problems if
unable to raise additional capital as needed and on acceptable
terms.  No assurances  can be given that Nexland will be
successful in reaching or maintaining profitable operations.

Nexland's independent auditors have added explanatory paragraphs
to their audit opinions issued in connection with the 2002 and
2001 financial statements which states that the Company is
dependent on outside financing and has had losses in prior years
that raise substantial doubt about Nexland's ability to continue
as a going concern. The Company has historically lost money in
prior years.  For the year ended December 31, 2002, it had net
income of $0.3 million.  For the year ended December 31, 2001,
it sustained losses of $1.67 million.  Future losses are likely
to occur.

There has been a limited public market for Nexland common stock
and there can be no assurance that an active trading market for
its common stock will develop. As a result, this could adversely
affect the Company's shareholders' ability to sell its common
stock in short time periods, or possibly at all.  Nexland's
common stock has experienced, and is likely to experience in the
future, significant price and volume fluctuations, which could
adversely affect the market price of its common stock without
regard to its operating performance.  In addition, Nexland
management believes that factors such as quarterly  fluctuations
in financial results, announcements by competitors and changes
in the overall economy or the condition of the financial markets
could cause the price of Nexland common stock to fluctuate
substantially.

Perhaps driven by the above factors, on February 13, 2003,
Nexland entered into a non-binding letter of intent to be
acquired by Symantec Corp., a leader in internet security, for
$21,700,000 in cash.  Completion of the proposed transaction is
subject to numerous conditions, including Symantec's due
diligence  investigation, approval by both companies' Boards of
Directors, negotiation and execution of a definitive acquisition
agreement, and approval of the transaction by Nexland
stockholders.  Nexland has had a joint development relationship
with Symantec for the past two years.  Symantec currently
licenses Nexland's technology for use in the Symantec
Firewall/VPN Appliance series, that combines Firewall, VPN,
networking and other capabilities in a single unit to meet the
unique needs of remote offices, branch offices and small
businesses.


NHC COMMS: Initiates CDN$1-Million Senior Management Financing
--------------------------------------------------------------
NHC Communications Inc. (TSE: NHC), a leading provider of
automated mainframe solutions for the copper-based
telecommunications and Internet access markets, announced that
it has reached an agreement in principle with certain members of
senior management pursuant to which a minimum of approximately
$1.09 million will be invested in convertible debentures of the
Company.

The debentures will have a five-year term, will bear interest at
9% per annum and will be secured by a movable hypothec over
substantially all of the assets of NHC. The debentures will be
repayable upon the occurrence of a change of control of the
Company.

The debentures will be convertible at any time into common
shares of NHC at a conversion price of $0.60 per share,
representing NHC's stock price at the closing of the markets
earlier today. In addition, 1,667 warrants to acquire common
shares will be issued for each $1,000 in principal amount of
debentures. Each warrant will be exercisable for one common
share of NHC and will have a term of five years. The debentures
will be issued in two tranches, the first of which, in the
amount of $500,000, will close upon receipt of applicable
regulatory approvals and the second tranche, representing the
balance of the subscription proceeds, will close within thirty
days thereafter, subject to the right of subscribers to
terminate their subscription prior to that date. Pending receipt
of regulatory approvals, two senior members of management have
agreed to advance a secured bridge loan for an aggregate of
$350,000 to NHC, which amount will be repaid in full upon
closing of the first tranche of the debenture financing. The
issuance of the debentures and the warrants is subject to
regulatory approval.

As the terms of the note were not the object of a definitive
agreement on April 7, 2003 and it was necessary that the closing
of the bridge financing to occur without delay to allow NHC to
satisfy certain payment obligations that were due, no earlier
disclosure was made. The entering into of the financing
arrangements by NHC was unanimously approved by the board of
directors of NHC.

NHC intends to use the net proceeds of this financing to satisfy
certain payment obligations and for working capital and
corporate development purposes.

In addition to the financing initiatives, the board of directors
of NHC has agreed to various cost cutting measures to address
certain working capital issues the Company is currently facing.
Specifically, the board has approved head count reductions at
various levels of the Company as well as salary cuts of 10% to
20% at all levels. To compensate employees for salary cuts, the
board of directors has approved the grants of options to acquire
an aggregate of 188,731 common shares of the Company exercisable
until April 7, 2008 at an exercise price of $0.60 per share.

"NHC's management has again showed its commitment to the future
of the Company. The debenture financing, together with the
recent cost cutting initiatives, will assist the Company in
achieving its business plan. Our current and prospective clients
are still very enthusiastic and supportive of our solutions and
the coming weeks could see resumption of deployment of our
ControlPoint(TM) products for some, and initial deployments for
others. Also, the Company will continue to seek out alternate
sources of financing, however there can be no assurances that it
will be successful in doing so." Said Sylvain Abitbol, NHC's
C.E.O. and President.

NHC Communications Inc., whose January 31, 2003 balance sheet
shows a total shareholders' equity deficit of about CDN$1.1
million, is a leading provider of products and services enabling
the management of voice and data communications for
telecommunication service providers. NHC's ControlPoint(TM)
solutions utilize a high-performance software driven Element
Management System controlling an automated, true any-to-any
copper cross-connect switch, to enable incumbent local exchange
carriers and other service providers to remotely perform the
four key tasks that historically have required manual on-site
management. These four tasks fundamental to all operations are
loop qualification, deployment and provisioning, fallback
switching and service migration of Voice and Data
services including DSL and T1/E1. Using ControlPoint(TM), NHC's
customers avoid the risk of human error and dramatically reduce
labour and operating costs. NHC maintains offices in Montreal,
Quebec; Paris, France; and Manassas, Virginia.
"ControlPoint(TM)" is a trademark of NHC Communications Inc. NHC
may be contacted through its web site: http://www.nhc.com


NORTHWESTERN CORP: Names William Austin to Executive Team as CRO
----------------------------------------------------------------
NorthWestern Corporation (NYSE: NOR) announced that William M.
Austin has been named to the newly created position of Chief
Restructuring Officer. The appointment is effective immediately
and Mr. Austin reports to Gary G. Drook, Chief Executive Officer
of NorthWestern.

In his new role, Mr. Austin will spearhead the implementation of
key initiatives designed to enhance the operational and
financial performance of the Company's regulated utility and
nonregulated businesses. Mr. Austin's responsibilities include
optimizing the use of ongoing cash flows, identifying and
executing on opportunities to generate cash from nonstrategic
assets, and reducing costs. Mr. Austin will also oversee the
Company's ongoing assessment of various operational and
strategic alternatives.

"We are delighted to welcome Bill to our executive team," said
Drook. "Bill's extensive financial and operational experience
combined with his knowledge of the energy and telecommunications
industries will be integral to leading our turnaround
initiatives."

Austin added, "I look forward to working with Gary and the
management team to realize NorthWestern's turnaround plan
objectives and ensure the Company's long-term financial health
and stability."

During his career, Mr. Austin has held several senior-level
management positions in the energy, technology and
communications sectors. Most recently, Mr. Austin served as
Chief Executive Officer of Cable & Wireless/Exodus
Communications US. He also served as Executive Vice President
and Chief Financial Officer of Exodus and led the company
through a successful restructuring. Prior to joining C & W US,
Mr. Austin was Senior Vice President and Chief Financial Officer
of BMC Software and Vice President and Chief Financial Officer
of MD Aerospace for the McDonnell Douglas Corporation.

Mr. Austin began his career in finance with Bankers Trust
Company where he rose to Managing Director, Acquisition and
Structured Finance. For the majority of his tenure at Bankers
Trust, Mr. Austin was Managing Director of the company's
Southwest Energy Division, which handled several transactions
involving regulated natural gas pipelines and other energy
operations.

Mr. Austin graduated with a BS in Electrical Engineering from
Brown University, and holds an MS in Computer Science from
Stevens Institute as well as an MBA from Columbia University.

NorthWestern Corporation is one of the largest providers of
electricity and natural gas in the Upper Midwest and Northwest,
serving more than 595,000 customers in Montana, South Dakota and
Nebraska. NorthWestern also has investments in Expanets, Inc.,
one of the largest providers of converged communications
solutions to mid-sized businesses; and Blue Dot Services Inc., a
provider of heating, ventilation and air conditioning services
to residential and commercial customers.

As reported in Troubled Company Reporter's January 20, 2003
edition, Northwestern Corp.'s outstanding credit ratings have
been downgraded by Fitch Ratings as follows: senior secured debt
to 'BBB-' from 'BBB+'; senior unsecured notes and pollution
control bonds to 'BB+' from 'BBB' and trust preferred securities
and preferred stock to 'BB' from 'BBB-'. The ratings are removed
from Rating Watch Negative where they were placed on Dec. 13,
2002. The Rating Outlook is Negative. Approximately $1.5 billion
of securities are affected.

The rating action follows Fitch's review of NOR's current and
prospective credit profile including the impact of lower
earnings expectations and anticipated non-cash charges during
the fourth quarter of 2002 at NOR's two primary non-utility
businesses - Expanets (communications solutions) and Blue Dot
(HVAC services).


NQL DRILLING: Violates Profit-Based Covenants Under Credit Pact
---------------------------------------------------------------
NQL Drilling Tools Inc., expects a loss per share for the fourth
quarter of 2002 in the range of $0.06 to $0.10. The Company also
expects a loss per share for the year ended December 31, 2002,
in the range of $0.21 to $0.25. NQL expects EBITDA for the
fourth quarter and the full year ended December 31, 2002 to be
approximately $4 and $12 million, respectively.

NQL's preliminary 2002 financial results were affected by a
slower than expected start to the Canadian winter drilling
season while financial results of its international operations
were negatively impacted by ongoing geopolitical uncertainty.

          Restatement of Historical Financial Results

The Company has changed the manner in which it translates the
results of certain of its foreign subsidiaries. Historically,
the Company translated the financial statements of these
subsidiaries from the local currency directly to the Canadian
Dollar using the current rate method of accounting. However, as
most of their activities are conducted in US dollars, the
Company and its advisors have determined that the US Dollar
better reflects the currency exposure of these foreign
operations. Therefore, the operations of these subsidiaries are
now translated first from the local currency to the functional
currency (US currency) using the temporal method of accounting
and then from the US Dollar to the Canadian Dollar using the
current rate method. The subsidiaries affected by this change
include companies in Venezuela, Bolivia, Argentina and Mexico.
The Company has also made other changes surrounding the
accounting for future income taxes with respect to the assigned
value of certain assets in connection with the acquisition of
CanFish Services Inc. and P&T Servicios Petroleros, C.A.

These changes will impact the Company's results of operations in
the areas of foreign exchange gains and losses and to a lesser
extent, direct expenses and future income tax expense. These
changes will also impact certain balance sheet items such as
inventory, capital assets, future income tax liabilities,
retained earnings and cumulative translation adjustments.

As a result of the changes highlighted above, the Company plans
to restate its financial statements for 2001 and 2000. As well,
these changes are expected to impact the financial results
previously released for the first nine months of 2002.

The Company continues to work with its auditors to complete the
2002 audit and expects to release its fourth quarter and year
ended December 31, 2002 financial results during the week of
May 5, 2003.

               Update on Financing Arrangements

Under the terms of its current financing arrangements the
Company is subject to various financial covenants. Due to the
aforementioned factors, the Company is presently in violation of
its profit-based covenants. The Company's bankers continue to
work with management on restructuring its debt facilities and
have extended the bridge loan to April 9, 2003.

The Company has appointed a Special Committee of the Board of
Directors having as its mandate to work with management and its
financial advisors to explore refinancing alternatives and to
resolve issues relating to the Company's bridge financing.

             Update on First Quarter 2003 Activity

While Canadian operations have performed slightly ahead of
expectations, ongoing geopolitical uncertainty continues to
affect the Company's operations in other areas of the world. The
Company expects to report revenues for the first quarter of 2003
in the range of $32 to $35 million and loss per share in the
range of $0.05 to $0.10. NQL expects to report EBITDA for the
first quarter in the range of $4.5 to $6.5 million. However,
sequential monthly results indicate that the international
market is improving and notwithstanding the seasonal slowdown
for the second quarter of the Canadian drilling operations, the
outlook for Canada remains extremely positive. As a consequence,
the Company expects to be profitable for 2003.

NQL Drilling Tools Inc., is an industry leader in providing
downhole tools, technology and services used primarily in
drilling applications in the oil and gas, environmental and
utility industries on a worldwide basis.


NTELOS: Wants Nod to Access $35M DIP Wachovia Financing Facility
----------------------------------------------------------------
NTELOS, Inc., along with its debtor-affiliates wants to obtain
Debtor-In-Possession Financing from Wachovia Bank, National
Association.  The Debtors ask the U.S. Bankruptcy Court for the
Eastern District of Virginia for permission to borrow up to $35
million of new money from Wachovia.

The financing will mature at the earlier of:

  (i) September 4, 2003; and

(ii) the effective date of the first confirmed plan of
      reorganization.

Proceeds of the DIP Financing shall be used for general
corporate purposes of the Debtors.

As collateral for the DIP Financing, the Debtors will grant the
DIP Agent:

  (i) a senior first priority priming lien on all assets of the
      Debtors that secure the obligations under the Prepetition
      Credit Facility,

(ii) a senior first priority lien on all unencumbered assets of
      the Credit Parties, excluding claims and causes of action
      under, and

(iii) a junior lien on all encumbered assets of the Credit
      Parties other than those referred to in clause (i).

To provide the Lenders adequate protection, the Debtors will:

     a) make scheduled principal amortization payments of the
        Prepetition Credit Facility,

     b) make monthly cash payments of interest on the
        Prepetition Credit Facility after the Petition Date at
        the nondefault rate in effect on the Petition Date,

     c) grant the Pre-Petition Secured Lenders a second priority
        lien,

     d) reimburse, on a monthly basis, all the fees and expenses
        of the Prepetition Agent, and

     e) a requirement that, after any required prepayments of
        amounts outstanding under the DIP Facility, net proceeds
        of asset sales shall be applied to repay the Pre-
        Petition Secured Lenders as set forth in the DIP
        Facility.

The Debtors will pay Wachovia a:

     i) $437,500 Facility Fee;

    ii) 0.50% per annum Unused Commitment Fee on the unused
        portion of the Commitment; and

   iii) $50,000 Administrative and Collateral Fee for first
        six months.

The Debtors submit that their working capital needs can be
satisfied only if they are authorized to borrow up to $35
million under the DIP Credit Agreement and to use the proceeds
of such borrowings to fund their business operations.

The Debtors point out that the credit provided by the DIP Credit
Agreement will enable them to:

     a) provide wireless and wireline telecommunication
        services, cable television and pager services and
        transport services for long distance, Internet and
        private network providers on the Debtors' fiber optic
        network to their residential and commercial customers;
        and

     b) pay their employees and operate their businesses in the
        ordinary course to preserve and enhance the value of
        their assets for the benefit of their creditors and
        other parties in interest.

Having the DIP Financing in place should improve the confidence
of the suppliers of goods and services to the Debtors and
promote their provision of such goods and services on terms
acceptable to the Debtors.

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


OWENS CORNING: Seeks PI Claimants Notice Protocol Clarification
---------------------------------------------------------------
J. Kate Stickles, Esq., at Saul Ewing LLP, in Wilmington,
Delaware, relates that Owens Corning and its debtor-affiliates
have considered, and have discussed with the Asbestos Committee,
certain of the procedural issues related to the Plan
confirmation process and, more particularly, the process by
which notice of the Disclosure Statement Hearing will be given
to creditors asserting an asbestos-related personal injury claim
and an asbestos-related wrongful death claim.  Specifically, the
Debtors have proposed, and the Asbestos Committee has agreed,
that notice of the Disclosure Statement Hearing should be
provided to the Asbestos Claimants through their attorneys.

Although the notice procedures appear to be wholly consistent
with the Court's prior Order Clarifying Case Notice Procedures,
out of an abundance of caution, the Debtors seek Judge
Fitzgerald's confirmation as to the manner in which Asbestos
Claimants are to be given notice of the Disclosure Statement
Hearing.

Ms. Stickles believes that the Asbestos Claimants who may exceed
850,000 in these cases, rely heavily on their attorneys for
information and advice regarding their claims against various
asbestos defendants and, particularly, their claims against
asbestos defendants in bankruptcy.  Providing notice of the
Disclosure Statement Hearing to the Asbestos Claimants directly,
rather than through their attorneys, is likely to create
significant confusion in, and cause significant upheaval among,
the Asbestos Claimants, who likely will not understand the
nature or significance of a disclosure statement and who likely
will, as a result, overwhelm the Clerk, the Court, Debtors'
counsel and other parties with questions and misplaced
objections.

Ms. Stickles contends that providing notice of the Disclosure
Statement Hearing to the Asbestos Claimants' attorneys, rather
than directly to the Asbestos Claimants themselves, will permit
these attorneys to evaluate the most effective and appropriate
manner in which the matters at issue should be communicated to
their clients.  This approach is likely to result in improved
communications to Asbestos Claimants as well as a significantly
decreased burden on the Court and the Debtors' estate.  It will
also spare the Debtors' estates the cost of mailing notice of
the Disclosure Statement Hearing to almost 850,000 potential
Asbestos Claimants.

Notwithstanding this, the Debtors contemplate sending notice of
the Disclosure Statement Hearing directly to any asbestos
claimants who have filed proofs of claim in these cases, as well
as to any asbestos claimant without an attorney, according to
the Debtors' records, and any asbestos claimant who has filed an
entry of appearances in these cases.  The Debtors also intend to
publish notice of the Disclosure Statement Hearing in The New
York Times, The Wall Street Journal, USA Today and The Toledo
Blade. (Owens Corning Bankruptcy News, Issue No. 49; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


PACIFIC GAS: Court Clears $2.8 Million Gas Transport Collateral
---------------------------------------------------------------
Pacific Gas and Electric Company obtained the Court's authority
to incur $2,783,457 in postpetition secured debt in PG&E Gas
Transportation Northwest Corporation's favor.  The financing
will allow PG&E to continue to serve its gas customers by
obtaining necessary natural gas transportation services.  PG&E
relates that, since 1961, it has utilized GTN to transport
natural gas supplies purchased in Canada.  The Canadian gas
supplies compromise 70% of PG&E's natural gas portfolio, from
which it serves more than 3,000,000 core gas customers.

                         Backgrounder

PG&E Gas Transportation Northwest Corporation transports natural
gas supplies that PG&E purchased in Canada in accordance with a
Firm Transportation Service Agreement dated October 26, 1993.
GTN transports the gas supplies through its pipeline located at
the border of British Columbia in Canada and Idaho to the
Oregon-California border, where the pipeline connects with
PG&E's California transmission system.  GTN is a subsidiary of
PG&E National Energy Group Inc., a wholly owned subsidiary of
PG&E Corporation.

Under the Service Agreement, GTN provides PG&E with 609,968
decatherms per day of transportation.  In turn, PG&E pays GTN a
fixed monthly fee to reserve the right to use the 609,969-
decatherm daily transportation capacity.  PG&E also pays GTN
volumetric fees based on actual quantities transported each
month.  The monthly reservation fee is currently fixed at
$4,600,000.

Pursuant to a tariff approved by the Federal Energy Regulatory
Commission, "shippers" contracting gas transportation services
with GTN that are or become solvent, like PG&E, are obligated to
establish their creditworthiness as a condition for GTN's
continued performance under the transmission agreements.
Shippers who fail to meet the creditworthiness requirements have
the option of providing a guarantee of financial performance or
security acceptable to GTN.

As a result of the downgrading of PG&E's credit rating in
January 2001, GTN compelled PG&E to provide an $11,400,000
collateral for its performance under the Service Agreement.  The
amount represented three months of fixed reservation fees as
well as three months of estimated volumetric fees at rates in
effect at that time. On November 1, 2002, GTN increased the
reservation rate by 930,000 per month making the $11,400,000
that PG&E previously deposited insufficient to cover three
months of fees under the Agreement.  GTN then asked an
additional $2,783,457 to be deposited. (Pacific Gas Bankruptcy
News, Issue No. 55; Bankruptcy Creditors' Service, Inc.,
609/392-0900)


PAXSON: NBC Elects Not to Exercise Preferred Redemption Right
-------------------------------------------------------------
Paxson Communications Corporation (AMEX:PAX) announced that the
current period of time it had granted to NBC to exercise its
right to request a redemption of all or a portion of the
Company's Series B Convertible Exchangeable Preferred Stock held
by NBC had closed and NBC has elected not to exercise its
redemption right. Under the terms of the Investment Agreement
between the Company and NBC providing for such redemption right,
NBC will have a period of 60 days beginning on September 15,
2003 and on each September 15th thereafter, during which it may
demand that the Company redeem, or arrange for a third party to
acquire, any shares of the Company's Series B Preferred Stock
then held by NBC, in an amount equal to the liquidation
preference of 10,000 per share plus accrued and unpaid
dividends.

For further information regarding the Company's relationship
with NBC and NBC's rights with respect to the Company securities
it holds, see the Company's Annual Report or Form 10K for the
year ending December 31, 2002.

Paxson Communications Corporation owns and operates the nation's
largest broadcast television distribution system and PAX TV,
family television. PAX TV reaches 88% of U.S. television
households via nationwide broadcast television, cable and
satellite distribution systems. PAX TV's original series
include, "Sue Thomas: F.B.Eye," starring Deanne Bray, "Doc,"
starring recording artist Billy Ray Cyrus and "Just Cause,"
starring Richard Thomas and Lisa Lackey. Other original PAX
series include "It's A Miracle" and "Candid Camera." For more
information, visit PAX TV's Web site at http://www.pax.tv

                      *    *    *

As previously reported in Troubled Company Reporter, Standard &
Poor's placed its single-'B'-plus corporate credit and other
ratings, on TV station and network owner Paxson Communications
Corp., on CreditWatch with negative implications. The action
follows the West Palm Beach, Florida-based company's lowered
guidance for its 2002 second quarter, which includes relatively
flat revenue and reduced earnings. Paxson has about $858 million
in debt outstanding.


PENN TREATY: A.M. Best Affirms B- Financial Strength Ratings
------------------------------------------------------------
A.M. Best Co., has affirmed the financial strength ratings of B-
(Fair) of the subsidiaries of Penn Treaty American Corp
(Allentown, PA). The subsidiaries are: Penn Treaty Network
America Insurance Co, American Network Insurance Company (both
of Pennsylvania) and American Independent Netwk Ins Co of NY
(New York).

Over the past year, Penn Treaty has executed many of the
critical tasks it needed to complete, including refinancing the
majority of its outstanding debt originally due in 2003, raising
additional capital and has a quota share reinsurance agreement
currently in place for up to 50% of its new business. However,
A.M. Best believes it still faces an uphill battle if it is to
have once more a meaningful presence in the long-term care
market.

Although Penn Treaty has received approval to write new business
again in 34 states, it is still seeking approval from other key
states. Additionally, the company has been slow to re-establish
relationships with parts of its agency force, as evidenced by
the modest level of submitted applications. This is not entirely
negative, given the capital intensive nature of the long-term
care business and the organization's relatively small surplus
base. Going forward however, the company needs to either ramp up
production considerably or reduce its expenses due to the
current high expense structure in place.

Over the past year, adding further challenges to its capital
raising efforts, Penn Treaty's stock price has declined
significantly. Since 2001, Penn Treaty has been able to raise
capital--even at depressed prices--but this has caused
considerable dilution to its existing stockholders. A.M. Best
believes that an extended low stock price period would further
challenge any future capital raising. Furthermore, while it
currently has reinsurance in place for its new business, it may
lose this coverage later in 2003 for reasons unrelated to Penn
Treaty.


PHOENIX CDO: Fitch Puts Three Note Class Ratings on Watch Neg.
--------------------------------------------------------------
Fitch Ratings has placed the following three classes of Phoenix
CDO II, Ltd. on Rating Watch Negative:

      -- $20,000,000 class C-1 notes 'B';

      -- $10,500,000 class C-2 notes 'B';

      -- $8,000,000 class D notes 'CCC'.

The rating actions are based on negative credit trends in the
collateral supporting the collateralized debt obligation (CDO).
The CDO is currently failing its class B and class C
overcollateralization tests due to a growing proportion of non-
investment grade collateral in the portfolio. The portfolio
contains exposure to several stressed sectors of the asset-
backed securities market including manufactured housing,
aircraft securitizations and tobacco settlement securitizations.
Highlighting this risk is a $10.75 million exposure, which
represents 2.72% of total collateral, to Atlas Air enhanced
equipment trust certificates which were downgraded from 'BBB-',
Rating Watch Negative, to 'B' on April 3, 2003.

Fitch is currently reviewing the portfolio and available credit
enhancement levels in detail and appropriate action will be
taken when the analysis has been completed.


POLAROID: Examiner Mandarino Turns to Traxi for Financial Advice
----------------------------------------------------------------
Pursuant to Sections 327 and 328 of the Bankruptcy Code,
Polaroid Corporation's appointed Examiner Perry M. Mandarino,
CPA, seeks the Court's authority to retain Traxi LLC as his
financial advisors, nunc pro tunc to February 24, 2003.

Mr. Mandarino relates that Traxi is well qualified to serve as
financial advisors.  Traxi was founded in 1999 and is a
specialty consulting firm with expertise in financial
restructurings. Traxi's professionals have extensive experience
in working with financially troubled companies in complex
financial restructurings.  These professionals have advised
debtors, creditors, equity constituencies and government
agencies in more than 200 restructurings.

Anthony J. Pacchia, a Partner in Traxi LLC, informs Judge Walsh
that as financial advisors, Traxi will work closely with Mr.
Mandarino by:

    (a) investigating whether the accounting methods, accounting
        practices and the alleged accounting irregularities
        materially undervalued the Debtors' assets and resulted
        in an inappropriate liquidation of the Debtors' assets;

    (b) reviewing financial information prepared by the Debtors,
        the Official Committee of Unsecured Creditors, the
        secured lenders of the Debtors and other parties-in-
        interest;

    (c) reviewing of the Debtors' periodic operating and cash
        flow statement;

    (d) participating in discovery requests as required;

    (e) assisting in preparation of the Examiner's report;

    (f) to the extent necessary, providing expert testimony; and

    (g) providing other advisory services related to the
        Examiner's fulfillment of his duties.

Traxi will charge for the services rendered on an hourly basis
based on these standard rates:

    Partners                   $400 - 550
    Managers and Directors      275 - 400
    Associates and Analysts     125 - 275

Traxi intends to apply to the Court for allowance of
compensation and reimbursement of expenses in accordance with
the applicable provisions of the Bankruptcy Code, the Bankruptcy
Rules, the Local Rules and any other orders the Court entered on
Compensation Procedures.

According to Mr. Pacchia, Traxi is not connected with the
Debtors, their creditors, other parties-in-interest, the U.S.
Trustee, or any person employed by the office of the U.S.
Trustee.  To the best of Traxi's knowledge, after due inquiry,
it does not, by reason of any direct or indirect relationship
to, connection with or interest in the Debtors, hold or
represent any interest adverse to the Debtors, their estates,
any class of creditors or equity security holders with respect
to the matters for which it is to be engaged, except to the
extent that Traxi may have performed services for certain
creditors in connection with matters unrelated to the Debtors.
Accordingly, Mr. Pacchia assures the Court that Traxi is a
"disinterested person" as that term is defined in Section
101(14) of the Bankruptcy Code. (Polaroid Bankruptcy News, Issue
No. 35; Bankruptcy Creditors' Service, Inc., 609/392-0900)

Polaroid Corporation's 11.500% bonds due 2006 (PRDC06USR1) are
trading at about 6 cents-on-the-dollar, DebtTraders says. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=PRDC06USR1
for real-time bond pricing.


POLYONE: Fitch Hatchets Senior Debt Ratings to Lower-B Level
------------------------------------------------------------
Fitch Ratings has downgraded PolyOne Corporation's senior
unsecured debt rating to 'B' from 'BB' and its senior secured
credit facility to 'B' from 'BB'. The ratings have been placed
on Rating Watch Negative.

The downgrade reflects the significant credit risk associated
with liquidity deterioration, pending covenant tightening,
pending termination of the company's accounts receivable (A/R)
securitization program, and refinancing risk. Liquidity
deterioration is evident from a reduction in the credit facility
commitment to $125 million from $150 million; the use of this
previously undrawn facility; and an increase in the balance of
the A/R program. In 2002 cash from operations was negative $32.7
million. In addition, financial covenants, which were loosened
for the first and second quarters of 2003, will tighten
significantly after June 30, 2003 as follows. For the twelve-
month periods ending March 31, 2003 and June 30, 2003, minimum
interest coverage is 1.90x and maximum borrowed debt/EBITDA is
6.00x. For the twelve-month periods following June 30, 2003,
interest coverage is 4.00x. Borrowed debt/EBITDA is 4.00x for
the period ended Sept. 30, 2003 and 3.50x thereafter. As of
Dec. 31, 2002, EBITDA-to-interest incurred was 2.1x and total
debt (including the A/R program balance)-to-EBITDA was 7.6x.
(Note that bank defined covenant definitions may differ from the
Fitch Ratings definitions for interest coverage and leverage.)
Moreover, a recent credit rating downgrade triggered the
termination clause related to the A/R program. The termination
clause has been waived through June 30, 2003. However, the
outstanding balance is greater than the backstop credit facility
commitment of $125 million. Finally, PolyOne has approximately
$90 million of 9.375% senior notes due September 2003. The notes
have not been refinanced yet and the A/R program and credit
facility will likely not be available to fund these maturing
notes. PolyOne is currently in negotiations with lenders
regarding the credit facility and A/R program. In addition, the
company is considering its options for refinancing the September
note maturity and is expected to complete proposed refinancing
in the near-term.

The ratings were placed on Negative Rating Watch pending the
resolution of the company's liquidity situation and refinancing.
The Rating Watch status is expected to resolve prior to the end
of June 2003. If PolyOne's proposed refinancing is unsuccessful,
the company's ratings may be further downgraded.

PolyOne is the largest compounder of plastics and rubber and one
of the leading distributors of plastic resins in North America.
The company had 2002 sales of $2.5 billion and EBITDA of
approximately $97 million.


PONY EXPRESS USA: Needs Additional Capital to Fund Business Plan
----------------------------------------------------------------
Pony Express USA Inc., operates a parcel and package delivery
service in the Florida and South Georgia markets, providing
primarily contracted pick-up and delivery service within every
zip code in the State of Florida. The service offered by the
Company comprises the most extensive ground delivery network in
the State of Florida and competes throughout the State with air-
express carriers such as United Parcel Service, Federal Express,
Airborne Express, and DHL, all of which use air-network
connections to provide similar service.

The Company maintains operational `Depots' in each of: Orlando,
Miami, Fort Lauderdale, Jacksonville, Tallahassee and Tampa,
with secondary consolidation locations situated in Gainesville,
Stuart, Fort Myers and Pensacola. The Company's Corporate
Headquarters are located in Boca Raton, Florida from where the
Administrative staff handles centralized customer service,
sales, marketing and advertising coordination, and general
administrative functions.

The Company has over 1,500 customers that include numerous
agencies of the State of Florida for whom it delivers payroll
and important documents including State lottery tickets. Current
annual revenues approximate $5MM, reliably above $400K per
month, of which 30% are firmly grounded in delivery contracts
with the State of Florida. The large majority of non-state
accounts are comprised of large and medium-sized commercial
entities in Florida.

The Company had a net loss of $4,533,522 for the fiscal year
ended December 31, 2002, and a net loss of $1,619,404 for the
fiscal year ended December 31, 2001.  The independent auditors'
report and notes to its financial statements for the twelve
months ended December 31, 2002 include an explanatory paragraph
relating to the uncertainty of the Company's ability to continue
as a going concern, which may make it more difficult for it to
raise additional capital.

The Company will require significant additional capital to
implement both its short term and long term business strategies.
There can be no assurance that such additional capital will be
available, or if available, that the terms will be satisfactory
for the Company. While the Company expects to be able to operate
profitably during the current year, any inability to obtain
additional financing at the required intervals and upon
favorable terms will have a material adverse effect on the
Company's ability to implement its complete business plan. Any
additional financing could involve substantial dilution to the
interests of the Company's then existing shareholders.

Pony Express USA's financial condition is additionally burdened
primarily by three large debts. The Company owes approximately
$977,417 to Skynet Holdings, Inc., the owner of the business
prior to its acquisition by Link. This debt is represented by a
promissory note and is secured by essentially all of the assets
of the Company other than its vehicles. The Company has recently
reached an agreement with Skynet, subject to documentation, to
recalculate the total amount due, reduce the interest rate to
5%, and establish a monthly principal payment of $15,000.

The Company also owes approximately $653,960, including
interest, in unpaid withholding taxes from periods prior to
current management taking control of the Company. The Company is
in discussions with the Internal Revenue Service seeking to
obtain an affordable payment plan and has obtained a waiver of
penalties.

The Company also owes $1,390,000 to 6 individuals who have lent
money to the Company. These obligations have an interest rate of
9% and are payable within three years.


PRINCETON VIDEO: Resources Insufficient to Meet Debt Obligations
----------------------------------------------------------------
Princeton Video Image, Inc., is a Delaware corporation with
principal offices located in Lawrenceville, New Jersey. PVI was
founded in 1990 to develop and market a real-time video
insertion system. Through its patented computer vision
technology and proprietary hardware and software system, known
as the Live Video Insertion System (L-VIS(R)), it is able to
place computer-generated electronic images into live and pre-
recorded television broadcasts of sports and entertainment
programming. These electronic images range from simple corporate
names or logos to sophisticated multi-media 3-D animated
productions. During the broadcast of a sports or entertainment
program, for example, an image can be placed to appear in
various high visibility locations in the stadium, on the playing
field, or as part of the natural landscape of the scene. The L-
VIS(R) System has been used to insert images, including
advertising images and program enhancements, into both live and
pre-recorded television broadcasts.

Since inception in 1990, the Company has devoted substantially
all of its resources to developing, testing, building and
marketing the L-VIS(R) System.  Princeton Video Image has
incurred substantial operating losses since its inception and as
of December 31, 2002, December 31, 2001, June 30, 2001 and 2000,
the Company had an accumulated deficit of approximately
$90,603,384, $69,395,675, $62,405,000,and $50,725,000,
respectively. This deficit is the result of product development
expenses incurred in the development and commercialization of
the Live Video Insertion System and iPoint(TM), an advanced
application of PVI's patented technology that supports state of
the art in-program advertising over the Internet or interactive
television, expenses related to field testing of the L-VIS(R)
System and its deployment pursuant to customer contracts,
operating expenses relating to field operations and sales and
marketing activities, and general administrative costs. The
Company expects to incur additional losses in the next fiscal
year as it strives to evolve into a sports and entertainment
focused global, media services company. It will continue its
business strategy of developing new products and increasing
penetration in both the domestic and international markets in
the field of real-time virtual image insertion.

Princeton Video Image's net loss increased 62% to $21,207,709
for the year ended December 31, 2002 from $13,129,123 for the
year ended December 31, 2001.

Since inception the Company has primarily financed operations
from (i) the net proceeds from private placements of common
stock, warrants and redeemable preferred stock, (ii) the payment
of a $2,000,000 licensing fee by Presencia en Medios, S.A. de
C.V. in consideration of the license Princeton Vidwo Image
granted to Publicidad, (iii) the proceeds of a bridge loan
financing which closed in October 1997, (iv) the proceeds from
the initial public offering of its common stock which closed in
December 1997, (v) the investment in PVI and the prepayment of
license fees by PVI Holding, LLC, a subsidiary of Cablevision
Systems Corporation, (vi) revenues and license fees relating to
use of the L-VIS(R) System, (vii) investment income earned on
cash balances and short term investments, and (viii) the sale of
a portion of its state net operating loss and research and
development tax credits.

As of December 31, 2002, the Company had cash and cash
equivalents of $937,421, a decrease of $7,422,932 from its
balance at December 31, 2001. Net cash used in operating
activities increased to $10,882,580 for the year ended
December 31, 2002 from $7,333,949 for the year ended
December 31, 2001 due to several important factors. The primary
cause was an increase in net losses of approximately $3.4
million. A second significant factor was the inflow of cash from
PVI Holding, LLC, a subsidiary of Cablevision, for prepaid
royalties, net of a deferred revenue credit of approximately
$3.1 million during the year ended December 31, 2001 with no
corresponding transaction in the year ended December 31, 2002.
Also contributing to the decrease in cash was a reduction in
accounts payable and accrued expenses balance of approximately
$5.7 million as payments were made to television rights holders
for virtual advertising rights. These were partially offset by
the reduction in the prepayment of approximately $3.7 million of
television network airtime, reduction in the Company's accounts
receivable of $1.8M, reduction in the Notes Payable to Presencia
of $553,000, an increase in the non-cash Interest Expense from
Cablevision of $2.3M, as well as an increase in advertising and
production advances of approximately $265,000 from Company
customers.

Princeton Video Image has incurred net losses of approximately
$21.2 million, $7.0 million, $11.7 million, $12.5 million and
$9.7 million for the year ended December 31, 2002, for the six
months transition period ended December 31, 2001, and the years
ended June 30, 2001, 2000 and 1999, respectively. Its actual
working capital requirements will depend on numerous factors,
including the progress of product development programs, its
ability to maintain its customer base and attract new customers
to use the L-VIS(R) System, the level of resources it is able to
allocate to the development of greater marketing and sales
capabilities, technological advances, its ability to protect its
patent portfolio and the status of its competitors. Again, the
Company has the expectation of incurring costs and expenses in
excess of expected revenues during the ensuing fiscal year as it
continues to execute its business strategy of becoming a global,
media services company by adding to its sales and marketing
management force both domestically and internationally, and to
strengthen existing relationships with rights holders,
broadcasters and advertisers.

The factors noted in the above paragraph raise substantial doubt
concerning the Company's ability to continue as a going concern.
The ability to continue as a going concern is dependent upon the
support of its shareholders, creditors, and its ability to close
debt or equity transactions to raise cash. In the event it is
unable to liquidate its liabilities, planned operations may be
scaled back or discontinued. Additional funding may not be
available when needed or on terms acceptable to the Company,
which could have a material adverse effect on its business,
financial condition and results of operations. If adequate funds
are not available, Princeton Video Image may delay or eliminate
some expenditures, discontinue operations in selected U.S. or
international markets or significantly downsize its sales,
marketing, research and development and administrative
functions. These activities could impact its ability to expand
its business or meet its operating needs, and may also cause PVI
to file for bankruptcy protection as a means to effectively deal
with its creditors. In such event the value of current
shareholder equity may be severely impaired or lost. In
addition, it currently has outstanding three secured convertible
promissory notes in the aggregate principal amount of $6,500,000
pursuant to the Note Purchase and Security Agreement with
Presencia en Medios, SA de CV and PVI Holding LLC, a subsidiary
of Cablevision Systems Corporation. The Secured Notes were
issued in connection with the amendment to the Note Purchase and
Security Agreement on March 20, 2003.  The Secured Notes mature
on July 31, 2003 and are secured by a security interest in all
Company assets in favor of Presencia and Cablevision. Presencia
and Cablevision have the right to extend the maturity of the
Secured Notes for up to two years. In the event that either
Presencia or Cablevision choose not to extend the maturity date
of the Secured Notes held by them and Princeton Video Image is
not able to obtain additional funding, it will not be able to
repay the debt under the Secured Notes. This could result in a
default and the exercise of their rights as a secured debtor by
either Presencia or Cablevision.  The Company's management is in
the process of seeking additional financing through a variety of
options including bridge loans or equity financing with existing
shareholders, financial institutions or strategic investors.
There is no assurance, however, that any such transactions will
provide sufficient resources to repay the Secured Notes or
support the Company until it generates sufficient cash flow to
fund its operations. In such event, PVI may not be able to
continue as a going concern and may have to file for bankruptcy
protection as a means to effectively deal with its creditors.


RADIANT ENERGY: Misses Interest Payment on 7.75% Debentures
-----------------------------------------------------------
Radiant Energy Corporation (TSX Venture: YRD), announced that
management anticipates filing its audited results for the fiscal
year ended October 31, 2002 and its unaudited results for the
three months ended January  31, 2003 before or on May 20, 2003.

The late filing of the Financial Statements was due primarily to
insufficient working capital to fund the audit by the filing
date. The Company continues to take steps to raise equity by way
of a private placement and is also investigating other means of
generating the required working capital.

Management also reported that interest of US $44,600 due
April 4, 2003 on the 7.75% Unsecured Series A Convertible
Debenture was not paid and that the Company plans to seek
agreement with the debenture holders that the debentures are not
deemed to be due and payable. Management further noted that the
interest payment that was due October 4, 2002 had not been paid
and continues to be outstanding.

Should the Company fail to file its financial statements on or
before May 20, 2003, the Ontario Securities Commission will
impose a cease trading order that all trading in the securities
of the Company cease for such period specified in the cease
trading order.

In accordance with OSC Policy 57-603, the Corporation intends to
satisfy the provisions of the alternate information guidelines
so long as it remains in default of its financial statement
filing requirements.


RAND MCNALLY: Emerges from Chapter 11 Reorganization Proceedings
----------------------------------------------------------------
Rand McNally & Company, the premier provider of mapping, routing
and trip-planning tools, has completed its financial
restructuring and recapitalization, and has emerged from Chapter
11. With the consummation of the reorganization, Leonard Green &
Partners, L.P., a Los Angeles-based private equity firm, now
owns a majority interest of the company.

Michael K. Hehir, President and CEO of Rand McNally, said:
"[Mon]day's emergence from Chapter 11 marks a landmark step
forward for Rand McNally and is great news for our customers and
employees. We are now a considerably stronger company with
significantly less debt. With our improved capitalization and
Leonard Green's sponsorship, we are positioned to expand on our
leadership role in the mapping industry. The support of our
customers, employees and creditors has made this successful
recapitalization possible and allowed us to focus on the things
that really matter -- innovation, customer service, and growth."

"We are delighted with the outcome of the reorganization process
which took less than 60 days from filing to confirmation and has
reduced Rand McNally's debt by more than $250 million," said
Peter Nolan, a managing partner at Leonard Green. "Rand McNally
can now focus on growing its preeminent brand and operations and
Leonard Green is committed to supporting this growth."

Rand McNally & Company, founded in 1856, is America's
indispensable travel guide, providing mapping, routing and trip-
planning tools for the consumer, business, education and
commercial transportation markets. The company produces print
and electronic products featuring national and local maps for
the United States and Canada, including the Rand McNally Road
Atlas and Thomas Guides. Rand McNally offers trip planning on
randmcnally.com and operates retail stores across the United
States. For more information, call 800/333-0136 or visit
http://www.randmcnally.com

Leonard Green & Partners, L.P. is a Los Angeles-based private
equity firm specializing in management buyouts of middle market
companies. Since its founding in 1989, Leonard Green & Partners,
L.P. has invested in 27 transactions. The recent closing of
Green Equity Investments IV, L.P. brings the total amount of
private capital managed by the firm to approximately $3.7
billion.


RECOTON CORP: Files for Chapter 11 Reorganization in S.D.N.Y.
-------------------------------------------------------------
Recoton Corporation (Nasdaq:RCOT), a global consumer electronics
company, and all of its U.S.-based subsidiaries voluntarily
filed for bankruptcy protection in the United States Bankruptcy
Court for the Southern District of New York under Chapter 11 of
the United States Bankruptcy Code.

Debtor-in-possession ("DIP") financing for the bankruptcy
proceedings has been arranged with Recoton's existing senior
lenders, led by Heller Financial, Inc., and General Electric
Capital Corporation. Upon approval, the DIP financing will
provide immediate funding to support Recoton's ongoing business
requirements.

Robert L. Borchardt, President and Chief Executive Officer of
Recoton, commented that the voluntary action was initiated, "to
protect the value and viability of Recoton's operations and
ensure that our customers receive necessary products, services
and support while we seek to sell Recoton's assets as a going
concern."

The terms of the DIP financing require Recoton to sell its
remaining businesses and all related assets and apply the
proceeds from such sales to reduce Recoton's outstanding
indebtedness. These sales, which are subject to the approval of
the Bankruptcy Court, are expected to be consummated by June 30,
2003.

Recoton has retained Stroock & Stroock & Lavan LLP as its
bankruptcy counsel and Kroll Zolfo Cooper as its financial
advisor. Recoton also has retained Jefferies & Company, Inc. as
its investment banker to market Recoton's assets as going
concerns. To date, Jefferies & Company, Inc., has received
several expressions of interest from potential bidders for
Recoton's assets and businesses.


RECOTON CORP: Case Summary & 30 Largest Unsecured Creditors
-----------------------------------------------------------
Lead Debtor: Recoton Corporation
             2950 Lake Emma Road
             Lake Mary, Florida 32746
             Tel: 212-806-5400

Bankruptcy Case No.: 03-12180

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Recoton Accessories, Inc.                  03-12181
      Christie Design Corporation                03-12182
      Recoton International Holdings, Inc.       03-12183
      Recoton Audio Corporation                  03-12184
      Recoton Mobile Electronics, Inc.           03-12185
      Recoton Home Audio, Inc.                   03-12186
      ReCone, Inc.                               03-12187
      Recoton Japan, Inc.                        03-12188
      InterAct International, Inc.               03-12189
      InterAct Holdings, Inc.                    03-12190
      InterAct Accessories, Inc.                 03-12191
      InterAct Technologies, Inc.                03-12192

Type of Business: The Debtor, together with its subsidiaries,
                  is engaged in the development, manufacturing
                  and marketing of consumer electronics
                  accessories and home and mobile audio
                  products.

Chapter 11 Petition Date: April 8, 2003

Court: Southern District of New York (Manhattan)

Debtors' Counsel: Kristopher M. Hansen, Esq.
                  Lawrence M. Handelsman, Esq.
                  Stroock & Stroock & Lavan LLP
                  180 Maiden Lane
                  New York, NY 10038
                  Tel: (212) 806-5400
                  Fax : 212-806-6006

Total Assets: $233,649,054

Total Debts: $234,605,283

Debtor's 30 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
PRUDENTIAL INSURANCE CO.    Bank                   $23,816,000
OF AMERICA
Gwendolyn Foster
Four Gateway Center
Newark, NJ 07102
973-802-2333

ING CAPITAL LLC             Bank                   $17,862,000
Lawrence P. Eyink
1325 Avenue of the Americas
8th Floor
New York, NY 10019
646-424-6390

NAMSUNG CORORATION          Trade                   $3,752,648
Michael Yoon
197-22 Koolo-Dong
Koolo-Ku, Seoul, Korea
822-857-8800

DAHAAM e-TEC CO. LTD.       Trade                   $2,593,937
CK Jung
326-4 Kasan-Dong
Kumchun-Ku, Seoul, Korea
822-865-9792

JEBSEE ELECT CO. LTD SKTSAI Trade                   $2,233,865
Amy Yang
24-3 Sinlo Rd
Tainin, Taiwan, ROC
866-6264-7622

NASACO ELECTRONICS LTD.     Trade                   $1,857,738
George Ching
190 Middle Road
16-02 Fortune Ctr
Singapore
852-2563-0592

TIME INTERCONNECT LTD.      Trade                   $1,762,870
Rebecca Hui
Unit 1306 Vanta Ind Ctr
21-33 Tai Lin Pai Road
Kwai Chung
Hong Kong
852-2425-4399

MAXWISE MANUFACTURING       Trade                  $1,696,736
LIMITE
John Yang
Unit 2610
China Merchants Tower
Shun Tak Ctr, 168-200
Connaught Rd
Hong Kong
852-2537-0787

ARROW ELECTRONICS INC.      Trade                  $1,426,259
Tom Paone
55 Skyline Drive, Suite 2500
Lake Mary, FL 32746
407-333-9300

VIVA MAGNETICS LTD.         Trade                   $1,347,273
Benita Chung
16/F, E on FTY Bldg.
14 Wong Chuk Hang Road
Hong Kong
852-2870-0119

EGL GLOBAL BROKERAGE        Trade                   $1,188,669
Debbie Goodman
9080 Boggy Creek Road
Orlando, FL 32837
832-601-5682

SMT ELECTRONIC TECHNOLOGY   Trade                     $980,933
Richie Wang
4E No. 253, Sec 4
Chung Ching N Rd
Taiwan, ROC
886-28811-5926

PRAM INDUSTRIES             Trade                     $978,549
Peter Lee
No 7 Lane 233, Yen Chi St., 1/F
Taipei, Taiwan, ROC
866-22702-3388

SHENZHEN D&S INDUSTRIES     Trade                     $908,760
Sara Tsang
6th Fl Bldg., 135 Jindi Ind Zone
Shazui Rd, Futian
Shenzhen, China
867-5583-401338

IBM CORPORATION             Trade                     $891,340
Norman Toth
North Castle Drive, M2 317
Armond, NY 10504
914-765-6260

FUJIKON INDUSTRIAL CO.,     Trade                     $871,472
LTD.
Shirley Chan
23-25 Shan Mei St., 11/F
Universal Ind Ctr. Fo Tan
Shatin Nt, Hong Kong
852-2605-5008

KINGSON ELECTRONICS CO.     Trade                     $759,825
Mr. Wang
1F No 9 Lane 46, An-Jiu St
Taipei, Taiwan, ROC
886-2273-36402

EMERY WORLDWIDE             Trade                    $740,604
Frank Voldenberg
Box 371232
Pittsburgh, PA 15250-7232
570-969-3570

SONAVOX ELECTRONICS         Trade                    $726,690
Danny Yong
15132 Clark Avenue
Hacienda Heights, CA 91745
626-333-9999

KING BEST ENTERPRISES CO.,  Trade                    $711,107
LTD.
Karen
6th Floor, No. 17 Teh-Wei St.
Taipei, Taiwan, ROC
886-2259-44054

CNS INTERNATIONAL INC.      Trade                    $682,309
Carmen Shyu
P. O. Box 55-208
Taipei, Taiwan, ROC
02-2516-5835

GPI INTERNATIONAL LTD.      Trade                    $656,930
Peter Ip
30-34 Kwai Wing Road
Kwai Chung, NT, Hong Kong
852-2480-3991

RAY VALDES TAX COLLECTOR    Trade                    $612,070
Customer Service
P. O. Box 630
Sanford, FL 32772-0630
407-665-1000

GRAND DESTINY GROUP         Trade                    $591,376
John Bosch
8502 E. Via De Ventura 101
Scottsdale, AZ 85258
480-778-8401

A.I. CREDIT CORP.           Trade                     $584,882
160 Water Street
New York, NY 10038
212-428-5431

HELLMANN WORLDWIDE          Trade                     $580,854
Wayne Smith
8249 Parkline Blvd.,
Suite 400
Orlando, FL 32809
407-855-2828

STORM ELECTRONICS           Trade                     $517,674
COMPANY LIMITED
Cadom Shun
22 F. Com Web Plaza
12 Cheung Yue Street
Cheung Sha Wan
Kowloon, Hong Kong
852-2744-8888


WESONIC INDUSTRIES LTD.     Trade                     $506,984
Thomas Leu
1803 Billion Trade Circle
31 Hung To Rd Kwun Tong
Kowloon, Kong Kong
852-2790-8113

SAP AMERICA INC.            Trade                     $451,390
Amy Whitehead
3999 West Chester Pike
Newtown Square, PA 19073
404-943-3022


DELOITTE & TOUCHE           Professional Fees          $424,604
Dan Miele
4152 Collection Center Drive
Chicago, IL 60693
212-436-6167


REDBACK NETWORKS: Will Publish Q1 Financial Results on April 16
---------------------------------------------------------------
Redback Networks Inc. (Nasdaq:RBAK), a leading provider of next-
generation networking equipment, will announce financial results
of its first quarter of 2003 on April 16, 2003. Executive
management will discuss the first quarter results as well as
business conditions. The details of the call are as follows:

    Redback Networks First Quarter 2003 Conference Call
    Wednesday, April 16, 2003
    1:45 p.m. PT / 2:45 p.m. MT / 3:45 p.m. CT / 4:45 p.m. ET
    Dial in number: 1-847-413-3136

    Live Webcast:
    You can also participate in the conference call via your
    computer by registering your name on Redback's Investor
    Center at: http://www.redback.com

    Telephone Replay available one hour after conclusion of call
    through April 23, 2003.
    Dial-in: 1-630-652-3019
    Passcode: 7031477

To ensure that the conference begins in a timely manner, please
dial in 10-15 minutes prior to the scheduled start time.

Founded in 1996 and headquartered in San Jose, Calif., with
sales and technical support centers located worldwide, Redback
Networks maintains a global customer base of more than 350
carriers and service providers, including major local exchange
carriers, inter-exchange carriers, PTTs and service providers.
Recent and archived news releases, and other company information
can be found on Redback's Web site at http://www.redback.com

As previously reported, Standard & Poor's lowered its corporate
credit rating on Redback Networks Inc., to triple-'C'-plus from
single-'B'-minus. At the same time, Standard & Poor's rating on
the company's convertible subordinated notes was lowered to
triple-'C'-minus from triple-'C'.

The outlook is negative.

The rating actions reflect Redback's reduced liquidity and
significantly lower revenue outlook, amid expected continued
weakness in telecommunications capital spending.


RIDER RESOURCES: Dec. 31 Working Capital Deficit Tops $4.6 Mill.
----------------------------------------------------------------
Rider Resources Ltd., (formerly IEI Energy Inc.) announce the
results of its oil and gas operations for 2002. On February 19,
2003, IEI Energy Inc. acquired 840927 Alberta Ltd., a private
company comprised of the former Meota Resources Corp. executive
and technical team along with $15.4 million of cash and
securities. On February 20, 2003, the plan of arrangement
between IEI Energy Inc., and Rider Resources Inc., was approved.
On February 21, 2003, an amalgamation of IEI Energy Inc., Rider
Resources Inc. and 840927 Alberta Ltd. created Rider Resources
Ltd.  Rider is now trading on the TSX Venture Exchange as "RID"
with listing on the TSX Exchange expected prior to mid-year.

               MANAGEMENT'S DISCUSSION AND ANALYSIS

This discussion and analysis for the year ended December 31,
2002 should be read in conjunction with the consolidated
financial statements presented in this report.

IEI Energy Inc., formerly Imperial Metals Corporation, was
reorganized under a Plan of Arrangement completed on April 30,
2002. Under the plan, Imperial divided its operations into two
distinct businesses, one focused on oil and natural gas and the
other focused on mining. The existing oil, natural gas and
investment assets were retained in the renamed company, IEI. All
of Imperial's mining assets were then transferred to a new
company. This Management discussion and analysis reviews the
results of IEI's oil and natural gas business for the period
from January 1, 2002 to December 31, 2002.

Subsequent to the year-end, two transactions were completed that
significantly transformed the Company. On February 19, 2003, the
shareholders of IEI approved the acquisition of all the common
shares of 840927 Alberta Ltd., a private company in exchange for
common shares of IEI. In conjunction with the acquisition, a new
management team and Board of Directors were appointed. This new
management team, directors and certain of their associates had
invested $12,400,000 in cash and liquid securities having a
value of not less than $3,000,000 in Altaco.

The following day, shareholders of Rider Resources Inc. approved
a plan of arrangement whereby IEI exchanged 0.9448 of an IEI
common share for each Rider common share. Prior to the
arrangement Rider has 30,805,327 common shares and 2,488,802
share options outstanding. Rider is engaged in the exploration
for, and the development and production of, oil and natural gas,
primarily in the province of Alberta. In the fourth quarter of
2002, Rider produced approximately 800 barrels per day of crude
oil and liquids and 7,400 mcf per day of natural gas.

The Court of Queen's Bench of Alberta approved the Rider plan of
arrangement on February 21, 2003. The combined company has been
named Rider Resources Ltd.

              Production, revenues and royalties

For the year 2002, IEI's natural gas production averaged 768 mcf
per day while crude oil and natural gas liquids averaged 12
barrels. This equates to 140 barrels of oil equivalent (BOE) per
day based on a conversion rate of six thousand cubic feet for
one barrel of oil. Using this conversion, natural gas accounts
for 91% of the daily production. During 2001, the daily volume
averaged 147 BOE per day, with oil and natural gas liquids
contributing 12 barrels per day. Third parties operated all of
the company's production in both years.

Oil and gas revenue, net of royalties, for the year ended
December 31, 2002, amounted to $1,048,000, a decline of 25% from
the previous year. The decrease is primarily due to lower gas
prices in 2002 as the average price received during the year was
$3.62 per mcf versus $5.06 per mcf in 2001.

Royalties paid to provincial governments, freehold landowners,
and override royalty owners amounted to $186,000, net of the
Alberta Royalty Tax Credit. The effective royalty rate amounted
to 16% in 2002 versus 17% in 2001.

                           Expenses

Production expenses of $161,200 ($3.16 per BOE) declined from
$213,400 ($4.02 per BOE) in the previous year. No material
workover or maintenance expenses were incurred in 2002.

General and administrative expense of $104,000 increased 24%
over the prior year as additional costs were incurred upon
completion of the Imperial Plan of Arrangement that divided the
oil and gas assets from the mining assets and relocated IEI's
head office to Calgary.

Interest expense of $607,900 was substantially higher than the
$383,500 incurred in 2001 as IEI assumed a $3,000,000 loan that
was not settled by the Imperial plan of arrangement. In
addition, interest was also incurred on a marketable securities
loan.

Depletion and depreciation of $313,000 was 3% higher than the
previous year and equals $6.14 per BOE.

                          Other Items

The corporation has a portfolio of marketable securities. A net
loss of $13,000 was incurred on the sale of certain of these
investments during 2002. In the prior year, a gain of $919,000
resulted from the sale of securities. However, this was offset
by a marketable securities write-down of $1,277,000 recorded at
December 31, 2001, reflecting the decline in market value of
certain investments as at that date.

No provision for income taxes has been recorded in 2002. As at
December 31, 2002, IEI had tax pools in excess of $90 million
available for deduction against future earnings. This included
$22 million in Canadian exploration expense, $3 million in
Canadian development expense and $60 million in capital and non-
capital losses.

                  Cash Flow and Net Income

Cash flow decreased to $175,000 ($0.01 per share) in 2002 versus
$708,000 ($0.08 per share) for the prior year. The net loss of
$151,000 ($0.01 per share) compares to a net loss before
discontinued operations of $310,000 ($0.04 per share) in 2001.

                   Capital Expenditures

During 2002, expenditures on property, plant and equipment
totaled $356,000 versus $1,053,000 in the prior year. Since the
company did not operate any oil and gas properties, it did not
have an active capital program during the year.

             Liquidity and Capital Resources

As at December 31, 2002, including the outstanding $3,000,000
credit facility as a current liability, IEI had a working
capital deficiency of $4,639,000. With the successful completion
of the transactions with Altaco and Rider on February 19, 2003,
the loan was repaid and the Company had no outstanding debt,
positive working capital and an established bank line of credit
of $22 million. The lines include a $5 million acquisition line
and a $5 million development line. When this strong financial
position is combined with the cash flow from the Rider oil and
gas properties, the company is in an excellent financial
position to carry out its 2003 capital program.

IEI Energy Inc.'s (formerly Imperial Metals Corporation)
December 31, 2002 balance sheet shows a total shareholders'
equity deficit of about $3.2 million.

                          Future

While the Imperial Plan of Arrangement approved in April 2002
established IEI as an oil and gas entity, the acquisition of
Altaco and Rider has transformed the Company into a well
capitalized junior oil and gas company. Pursuant to the
amalgamation of IEI, Rider and 840927 Alberta Ltd., Rider
Resources Ltd. began trading on the TSX Venture Exchange
effective March 3, 2003 under the symbol "RID".

Plans for 2003 will include land purchases, seismic and
drilling, and the evaluation and completion of possible
acquisitions. The capital expenditure budget for 2003 is
initially set at $20 million, which includes all approved
projects to date. This budget is expected to increase upon
further review of the undeveloped land held by Rider and upon
acquisition of additional Crown land.


SIERRA PACIFIC: Parent Delivers Extensive Documentation to FERC
---------------------------------------------------------------
Sierra Pacific Resources (NYSE: SRP) has submitted extensive
documentation to the Federal Energy Regulatory Commission
demonstrating that its utility subsidiary, Sierra Pacific Power
Company, "did not engage in gaming in violation of the Cal ISO
or Cal PX tariffs, nor in the manipulation of the Western energy
market."

The submission by Sierra Pacific provides detailed information
supporting the validity of an "unknown" transaction valued at
$6,391 that was referenced in a FERC report issued Wednesday,
March 26, 2003.  In one section of "The Final Report on Price
Manipulation in Western Markets," the FERC staff recommended
that the Commission require all market participants identified
in the Cal ISO Report dated January 6, 2003, to show cause why
their behavior did not constitute gaming in violation of the Cal
ISO and Cal PX tariffs.  Sierra Pacific Power was listed along
with 36 other companies in this section of the report.

Walter Higgins, chairman, president and CEO of Sierra Pacific
Resources, said, "We believe the materials we have submitted to
the FERC make it very clear that Sierra Pacific Power was not
involved in the manipulation of the Western energy market.
Throughout the past year we have stated many times that the
energy crisis in the West was the direct result of price
manipulation leading to a dysfunctional marketplace.  We applaud
the FERC for identifying this problem and we welcome the close
examination of all issues regarding what went on during the
2000-2001 crisis."

                         *     *     *

As reported in Troubled Company Reporter's February 21, 2003
edition, Standard & Poor's Ratings Services announced that the
corporate credit ratings on utility holding company Sierra
Pacific Resources and those of its utility subsidiaries, Nevada
Power Co., and Sierra Pacific Power Co., were affirmed at 'B+'
and removed from CreditWatch with negative implications,
following the successful completion of Sierra Pacific's $300
million, 7.25% convertible notes issue announced on Feb. 11,
2003. The outlook on all ratings is now negative. In addition,
Standard & Poor's assigned the 'B-' rating to the convertible
notes issue, issued as a rule 144A private placement.

Reno, Nev.-based Sierra Pacific has about $3.4 billion in
outstanding debt.

The 'B+' corporate credit rating reflects the adverse regulatory
environment in Nevada, the substantial operating risk arising
from the dependence on wholesale markets for over 50% of the
utilities' energy requirements, and Sierra Pacific's
substantially weakened financial profile following the
disallowance by the Public Utility Commission of Nevada (PUCN)
of $434 million in deferred power costs incurred by NP during
the 2001 western U.S. power crisis.


SONIC FOUNDRY: Considering Term Sheets Related to Asset Sale
------------------------------------------------------------
Sonic Foundry(R), Inc. (Nasdaq:SOFO), a leading digital media
software solutions company, announced that since its last
corporate filing it has received and is considering additional
inquiries and terms sheets related to the sale of certain
company assets.

The company expects to close one or more sale transactions,
which will be sufficient to retire existing short-term debt
obligations. In connection with such transactions, the company
may be required to obtain shareholder approval under certain
circumstances. In such event, the company will present the
proposals relating to the sale of assets to the company's
shareholders at its next annual meeting scheduled in June. There
cannot, however, be any assurances that any contemplated
transactions will be consummated, or that shareholder approval
will be obtained if such approval is necessary.

Sonic Foundry also said it recently received a notice from
NASDAQ regarding its listing requirements status on the National
Market System. The company has been granted a waiver until
June 23, 2003, to meet NASDAQ's NMS requirement of maintaining a
$1 per share bid price for a minimum 10-day consecutive trading
day period. Based on the terms of the waiver, the company must
file a proxy on or before May 1 stating that it is seeking
shareholder approval for a reverse stock split and show evidence
of at least $10 million of equity in its 10-Q filing for the
March 31, 2003, quarterly period (due to be filed with the SEC
by May 15). In the event Sonic Foundry is unable to comply with
the terms of the waiver, it may apply for listing on the NASDAQ
SmallCap Market. In order for such application to be accepted,
the company must be able to demonstrate compliance with all
applicable maintenance criteria and an ability to sustain long-
term compliance. The company is currently in compliance with all
NASDAQ SmallCap Market maintenance criteria except for the $1
bid price. However, the company may be eligible for two
additional waiver periods, which, if accepted, would give it
until on or about January 9, 2004, to achieve and maintain the
$1 minimum bid price required to remain on the NASDAQ SmallCap
Market.

The company has requested a record date of April 25 and has set
a tentative annual meeting date of June 10, 2003. More details
are expected to be available soon via public announcements,
securities filings and on Sonic Foundry's Web site at
http://www.sonicfoundry.com

Founded in 1991, Sonic Foundry (Nasdaq:SOFO) is a leading
provider of desktop and enterprise digital media software
solutions. Its complete offering of media tools, systems and
services provides a single source for creating, managing,
analyzing and enhancing media for government, business,
education and entertainment.

Sonic Foundry, whose December 31, 2002 balance sheet shows a
working capital deficiency of about $3 million, is based in
Madison, Wis., with offices in Santa Monica, Toronto and
Pittsburgh. For more information about Sonic Foundry, visit the
company's Web site at http://www.sonicfoundry.com


SONICBLUE: Opta Systems Pitches Winning Bid for GoVideo Assets
--------------------------------------------------------------
SONICblue(TM) Incorporated announced that Opta Systems, LLC was
the successful bidder for SONICblue's GoVideo(R) business unit.
Opta Systems submitted a final bid, which was approved by the
Bankruptcy Court. The purchase price is subject to adjustment
and the consummation of the transaction is subject to certain
closing conditions. The Companies anticipate the transition of
assets to be completed by mid-April.

"As the former Chief Executive Officer of Sensory Science
Corporation, I understand the true value of this business unit,"
said Roger Hackett, Vice Chairman, Opta Systems. "I believe in
the products and the GoVideo team and I am confident that
together with management, we can leverage the tremendous growth
in the digital video marketplace to achieve GoVideo's full
potential."

"We are confident that Opta is the best option, both for the
future success of the product line, as well as for our
customers," said Gregory Ballard, Chief Executive Officer,
SONICblue. "We are pleased this phase of the process has been
completed, and look forward to a smooth transition of assets."

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

Opta Systems is a wholly owned subsidiary of Carmco Investments,
LLC, an investment and development company that works with
growing companies on a global basis to expand their businesses
in the area of consumer products. Opta Systems has expertise in
the areas of marketing, product and business development,
logistics, operations, finance and consumer and vendor relations
to achieve long term sustainable enterprise value.

The Carmco team is an experienced and influential group of
proven executives that offers a depth of expertise to its
partner companies and acquisitions. Carmco works actively with
entrepreneurs and management teams to address the challenges of
building a successful company in today's global economy.


SPIEGEL INC: Names Bankruptcy Services as Claims & Notice Agent
---------------------------------------------------------------
The Spiegel Inc. and its debtor-affiliates seek the Court's
authority to employ Bankruptcy Services LLC as the claims and
noticing agent in connection with their chapter 11 cases on the
terms and subject to the conditions of the Bankruptcy Services
Agreement, dated March 7, 2003.

William Kosturos, Spiegel Interim Chief Executive Officer and
Chief Restructuring Officer, points out that Section 156(c) of
Title 28 of the United States Code, which governs the staffing
and expenses of the Bankruptcy Court, authorizes this Court to
use facilities other than those of the Clerk's Office for the
administration of bankruptcy cases.  It provides:

  "Any court may utilize facilities or services, either on or
  off the court's premises, which pertain to the provision of
  notices, dockets, calendars, and other administrative
  information to parties in cases filed under the provisions of
  title 11, United States Code, where the costs of such
  facilities or services are paid for out of the assets of the
  estates and are not charged to the United States. 28 U.S.C.
  156(c)."

The Debtors estimate that there are potentially in excess of
several thousand creditors and other parties-in-interest
involved in the Debtors' cases, many of whom are expected to
file proofs of claim.  Mr. Kosturos anticipates that the
noticing that will be required in these chapter 11 cases as well
as the receiving, docketing, and maintenance of proofs of claim
would be unduly time-consuming and burdensome for the Clerk's
Office.

According to Mr. Kosturos, BSI is a nationally recognized
specialist in Chapter 11 administration.  BSI has considerable
experience in noticing and claims administration in chapter 11
cases.  At the Debtors' request, BSI will:

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

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

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

  d. furnish a form for the filing of a proof of claim, after
     notice and form are approved by this Court;

  e. file with the Clerk a copy of any notice served by BSI, a
     list of persons to whom it was mailed -- in alphabetical
     order -- and the date the notice was mailed, within ten
     days of service;

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

  g. specify in the applicable Claims Register, this information
     for each claim docketed:

          (i) the claim number assigned,

         (ii) the date received,

        (iii) the name and address of the claimant and agent, if
              applicable, who filed the claim, and

         (iv) the classification of the claim -- e.g., secured,
              unsecured, priority, etc.;

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

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

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

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

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

  m. assist with, among other things, the solicitation and the
     tabulation of votes, the distribution as required in
     furtherance of confirmation of plan(s) of reorganization
     and the reconciliation and resolution of claims;

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

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

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

In addition, the Debtors seek the Court's permission to obtain a
special post office box for the receipt of proofs of claim.

In an effort to reduce the administrative expenses related to
BSI's retention, the Debtors also seek Judge Blackshear's
authority to pay BSI's fees and expenses in accordance with the
provisions of the BSI Agreement, without the necessity of BSI
filing formal fee applications.

BSI has acknowledged that it will perform its duties if it is
retained in Debtors' Chapter 11 cases regardless of payment and,
to the extent that BSI requires redress, it will seek
appropriate relief from this Court.

BSI has agreed to continue to perform the services contemplated
by the BSI Agreement in the event the Debtors' chapter 11 cases
are converted to chapter 7 cases.

In the event that BSI's services are terminated, Mr. Kosturos
says, BSI will perform its duties until the occurrence of a
complete transition with the Clerk's Office or any successor
claims/noticing agent.

BSI President Ron Jacobs attests that, "To the best of my
knowledge, neither BSI, nor any employee thereof, represents any
interest adverse to the Debtors' estates with respect to any
matter upon which BSI is to be engaged; except that the parent
company of BSI, EPIQ Systems, Inc., a Missouri corporation, and
Bank of America have an exclusive national marketing agreement
under which EPIQ Systems, Inc. offers its chapter 7 bankruptcy
trustee customers technology products and Bank of America offers
these same customers specialty banking services."

The Debtors further propose that BSI serve, by postage-prepaid
regular mail, the Section 341 Notice, substantially in the form
of Official Bankruptcy Form 9 for Chapter 11 cases on those
entities entitled to receive the notice, not more than five
business days after the Debtors receive notice from the Office
of the United States Trustee of the time and place of the
Section341 Meeting. (Spiegel Bankruptcy News, Issue No. 2;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


TESORO PETROLEUM: Fitch Assigns BB- Senior Secured Debt Rating
--------------------------------------------------------------
Fitch Ratings assigned a senior secured debt rating of 'BB-' to
Tesoro Petroleum Corporation's $400 million senior secured note
offering, proposed $650 million senior secured credit facility
and proposed $150 million senior secured term loan. Fitch also
rates the company's subordinated debt 'B'. The Rating Outlook
remains Negative.

Proceeds from the $400 million note offering, the new term loan
and borrowings under the new credit facility will be used to
repay the company's tranche A and B term loans. At
Dec. 31, 2002, Tesoro had $918 million outstanding on the Term
Loans, no cash borrowings on the revolver and $60 million in
outstanding letters of credit. Balance sheet debt totaled $2.0
billion at year-end with total adjusted debt of approximately
$2.8 billion.

Tesoro's ratings and outlook reflect the company's significant
leverage combined with the continued volatility in global crude
markets and the U.S. refining sector. The company's financial
flexibility has been hampered by the significant debt added to
finance the company's acquisitions.

In June 2002, Tesoro set a target of reducing debt by $500
million by the end of 2003. Based on Tesoro's June 30, 2002
results, this represents a goal of under $1.6 billion of balance
sheet debt at year-end. Although continued debt reduction is the
primary factor influencing Tesoro's ratings, Fitch is looking at
several other factors to support a change in outlook and the
potential for positive rating actions including:

- Meaningful cash flow from operations over the next several
months;

- Ability to maintain a significant portion of the inventory
reductions achieved in 2002; - Continued commitment to improving
and maintaining a stronger balance sheet.

Tesoro owns and operates six crude oil refineries with a rated
crude oil capacity of 560,000 barrels per day. Four of the
company's refineries are on the West Coast, with facilities in
California, Alaska, Hawaii and Washington. The company sells
refined products wholesale or through approximately 600 retail
outlets.

Tesoro Petroleum Corp.'s 9.625% bonds due 2008 (TSO08USN1) are
trading at about 85 cents-on-the-dollar, says DebtTraders. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=TSO08USN1for
real-time bond pricing.


TIMCO AVIATION: Delays Filing of 2002 Annual Report on Form 10-K
----------------------------------------------------------------
During fiscal 2002, TIMCO Aviation Services, Inc., among other
matters, completed a significant restructuring of its capital
and equity, settled an outstanding securities class action
lawsuit, completed a refinance of all of its senior debt
obligations, sold one operating business and acquired a second
operating business, and completed an extensive settlement
agreement related to the sale of its redistribution operations
in 2000. All of these activities are accounted for in the
Company's results of operations for the year ended December 31,
2002. As a result, completion of the Company's 2002 financial
information has been delayed. The Company expects to file its
2002 Form 10-K with the SEC on, or before, April 15, 2003.

The Company expects to report net income for 2002 of
approximately $5 million on revenues of $182 million (including
a $27 million extraordinary gain arising as a result of the
restructuring), compared to a net loss of $141 million on
revenues of $264 million for 2001.

TIMCO Aviation Services' September 30, 2002 balance sheet shows
a total shareholders' equity deficit of about $81 million.


TRAY INC: Case Summary & 6 Largest Unsecured Creditors
------------------------------------------------------
Debtor: Tray, Inc.
        Perryville Corporate Park
        Clinton, New Jersey 08809
        aka Glitsch, Inc.

Bankruptcy Case No.: 03-11088

Chapter 11 Petition Date: April 7, 2003

Court: District of Delaware

Judge: Peter J. Walsh

Debtor's Counsel: Maureen D. Luke, Esq.
                  Young Conaway Stargatt & Taylor,LLP
                  The Brandywine Bldg.
                  1000 West Street, 17th Floor
                  PO Box 391
                  Wilmington, DE 19899-0391
                  Tel: 302 571-6600
                  Fax : 302-571-1253

Estimated Assets: $10 Million to $50 Million

Estimated Debts: $1 Million to $10 Million

Debtor's 6 Largest Unsecured Creditors:

Entity                                            Claim Amount
------                                            ------------
Molipak                                               $319,941
Viale Dei Caduti nelle Guerra
Di Lebarazione, 118
00128 Rome, Italy

Marvin Webb                                       Unliquidated

Alicia Villareal                                  Unliquidated

Judy Nachtigall                                   Unliquidated

Glitch Process India                              Unliquidated

Margaret Hoffman                                  Unliquidated


UNITED AIRLINES: Argenbright Demands Payment of $8MM TSA Funds
--------------------------------------------------------------
Argenbright Security, Inc., asks Judge Wedoff to:

   -- compel the UAL Corp. Debtors to pay all postpetition
      invoices;

   -- direct the Debtors to remit funds received from the
      Transportation Security Authority to Argenbright; and

   -- direct the Debtors to account for funds received from the
      TSA since February 14, 2002.

Prepetition, Argenbright performed passenger screening, airport
security, sky cap, transportation and other aviation services
for the Debtors at airports throughout the country.  As of the
Petition Date, the Debtors owed Argenbright $7,936,633.

After September 11, 2001, Congress passed the Aviation and
Security Act, creating the Transportation Security
Administration, which became responsible for passenger, cargo
screening and other related airport services.

Air carriers were to collect a fee from passengers to cover the
costs of security services.  The funds were to be remitted to
the TSA for ultimate disbursement.  Christopher H. Murphy, Esq.,
at Cozen, O'Connor, in Chicago, Illinois, notes that Argenbright
continued to provide security services for the Debtors but has
not been paid yet.  Mr. Murphy asserts that Argenbright provided
the services in good faith under the assumption that the Debtors
would merely hold the TSA funds temporarily in trust.  If the
Debtors are allowed to retain the funds, they would be unjustly
enriched at Argenbright's expense. (United Airlines Bankruptcy
News, Issue No. 14; Bankruptcy Creditors' Service, Inc.,
609/392-0900)


UNITY WIRELESS: External Auditors Express Going Concern Doubt
-------------------------------------------------------------
Unity Wireless Corp., was incorporated in the State of Delaware
on October 1, 1998 under the name Sonic Systems Corporation.  It
is the successor to M & M International Realty, Inc., a Florida
corporation, which effected a merger on December 1, 1998, with
Unity Wireless Corporation as the surviving corporation. Before
the merger, the Florida corporation had no material commercial
activity. On December 11, 1998, it acquired all of the issued
and outstanding stock of Unity Wireless Systems Corporation, a
British Columbia corporation, in exchange for 11,089,368 shares
of its common shares. As a result, the former stockholders of
Unity Wireless Systems Corporation owned a majority of the
Company's outstanding stock. Therefore, for accounting purposes,
Unity Wireless Systems Corporation was deemed to have acquired
Unity Wireless Corporation. Unity Wireless Systems Corporation
survived as a wholly-owned subsidiary.

Prior to the introduction of the Company's radio frequency
communications products, it had designed, manufactured, and sold
an acoustic-based traffic signal preemption system under the
trade name "Sonem." The system detected approaching sirens and
issued commands to the traffic signal controller to adjust the
traffic lights to give priority passage to the emergency
vehicle(s). The Sonem product accounted for all revenues earned
in the fiscal years ended December 31, 1998 and 1999, and the
quarter ending March 31, 2000. In view of the Company's
strategic repositioning toward radio frequency wireless products
during 2000, it sold its Sonem business to Traffic Systems,
L.L.C. on October 6, 2000. Accordingly, revenue from acoustic
products ended in the third quarter of 2000.

Also, in late 1999, the Company carried on an integration
service business which consisted primarily of a contract with
the Transportation Management Systems division of Orbital
Sciences. Under this contract, Unity Wireless, through one of
its wholly-owned subsidiaries, provided systems integration
support, warranty and maintenance services for the Automatic
Vehicle Management System to be delivered by Orbital and Sanyo
Trading company to Singapore Bus Services Ltd. Revenue from this
contract started in the quarter ended June 30, 2000, and
continued for the rest of the year. As Unity continued to
refocus upon radio frequency wireless products, it assigned this
contract to Lyma Sales & Management Corp. on December 30, 2000,
and therefore had no further interest in any revenue resulting
from the contract.

In 1999 and 2000, Unity Wireless designed a specialized radio
frequency communication product with the trademark "UniLinx",
which it introduced commercially in the later part of 2000. This
wireless internet protocol gateway was deployed in the traffic
control market and the remote point of sale market during 2000.
Sales from UniLinx commenced in the quarter ended June 30, 2000,
and continued for the rest of the year and into the first
quarter of 2001. In order to focus solely on the radio frequency
wireless products, Unity sold the UniLinx business and assets on
June 12, 2001 to Horton Automation Inc. for CDN$150,000, which
is payable on a percentage of unit sales by Horton.
Consequently, revenue from the UniLinx business ended in second
quarter on 2001.

On November 16, 2000, Unity Wireless acquired Ultratech Linear
Solutions Inc., a designer, developer and manufacturer of linear
power amplifiers for the wireless network infrastructure
industry. Ultratech's operations have been consolidated from the
date of acquisition. The revenues from sales of Ultratech
amplifiers from its inception on April 22, 1999 to December 31,
2000 were approximately $3,200,000. Unity received revenue from
the sale of radio frequency power amplifiers starting in the
quarter ended December 31, 2000.

With the completion of the purchase of Ultratech Linear
Solutions, the discontinuance of the contract with Orbital, the
ending of active participation in the Sonem product and the sale
of the UniLinx business, Unity Wireless has restructured its
operations and staff complement to adjust for the needs of
higher manufacturing volumes and development activities for
radio frequency power amplifier products. During 2001, the
Company focused on developing its marketing, sales and global
distribution network by increasing the number of distributors
from one to over twenty by year-end. In addition, it introduced
over twenty-five new products into the marketplace. Its
development activities were concentrated on increasing its
engineering resources to develop its new products and the new
feed forward radio frequency power amplifier technology. Feed
forward is a technique to minimize the distortion effects
introduced by amplification of radio frequency signals.

During the year ended December 31, 2002, the Company's business
strategy evolved and focused on securing long-term supply
agreements with strategic key customers, thereby providing for a
stabilized revenue base and consistent growth of its business
and sales of its high power radio frequency amplifiers.

The Company anticipates that it will require a greater amount of
additional working capital for inventory, components and work in
process and to expand its manufacturing capacity if it enters
into contracts for large quantities of its amplifiers. It is
incurring expenses in anticipation of future sales that may not
materialize. If future sales fall significantly below
expectations or if Unity incurs unanticipated costs or expenses
its financing needs could be increased. Any inability to obtain
sufficient capital to sustain  existing operations, to meet
commitments or to fund obligations under existing sales orders
may require the Company to delay delivery of products, to
default on one or more agreements or to significantly reduce or
eliminate sales and marketing, research and development or
administrative functions. The occurrence of any of these, or
other adverse affects of inability to raise adequate capital may
have a material adverse effect on Unity Wireless' business,
financial condition and results of  operations.

The Company may not be able to obtain additional equity or debt
financing on acceptable terms when it needs it. It may be less
likely to raise future financing after the completion of a
convertible debenture financing in November and December 2002
because, as part of that financing transaction, it has given
security over all of its assets to the holders of these
debentures. Potential financiers may be reluctant to provide
Unity with further debt or equity financing as they will not be
able to obtain a first charge over its assets or be able to
realize on its assets should Unity's business fail. Even if
financing is available it may not be available on terms that are
favorable to the Company or in sufficient amounts to satisfy its
requirements. If it is required, but the Company is unable to
obtain, additional financing in the future, it may be unable to
implement its business plan and its growth strategies, respond
to changing business or economic conditions, withstand adverse
operating results, consummate desired acquisitions and compete
effectively. More importantly, if unable to raise further
financing when required, its continued operations may have to be
scaled down or even ceased.

Unity Wireless has a history of losses and fluctuating operating
results which raise substantial doubt about its ability to
continue as a going concern. Since inception through December
31, 2002, it has incurred aggregate losses of $15,495,130. Its
loss from operations for the fiscal year ended December 31, 2002
was $2,707,170. During fiscal 2002, Unity took steps to reduce
cash expenditures by reducing the number of employees by
approximately 50% and by reducing employee salaries. There is no
assurance that it will operate profitably or will generate
positive cash flow in the future. In addition, its operating
results in the future may be subject to significant fluctuations
due to many factors not within its control, such as the
unpredictability of when customers will order products, the size
of customers' orders, the demand for its products, and the level
of competition and general economic conditions. If it cannot
generate positive cash flows in the future, or raise sufficient
financing to continue normal operations, then management has
said the Company may be forced to scale down or even close its
operations.

Although the Company anticipates that revenues will increase, it
expects an increase in development costs and operating costs.
Consequently, it expects to incur operating losses and negative
cash flow until its products gain market acceptance sufficient
to generate a commercially viable and sustainable level of
sales, and/or additional products are developed and commercially
released and sales of such products made so that Unity Wireless
is operating in a profitable manner. These circumstances raise
substantial doubt about its ability to continue as a going
concern, as described in the additional comments for United
States readers in its independent auditors' report on the
December 31, 2002 consolidated financial statements.


US AIRWAYS: Wants to Modify Plan to Remedy Technical Lapses
-----------------------------------------------------------
In Section 7.10(a)(v) of the Plan, which concerns the
distribution of stock in Reorganized Group to the International
Brotherhood of Machinists and Aerospace Workers, there is a
technical defect.  US Airways Group Inc., and its debtor-
affiliates ask Judge Mitchell's permission to remedy this error.

Specifically, the Debtors seek to include the IAMAW Designated
Representative as one of the representatives entitled to receive
Class A Common Stock in Reorganized Group on behalf of the IAMAW
members.  This mandate is consistent with the restructuring
agreements entered into between the Debtors and their labor
groups.

John Wm. Butler, Jr., Esq., tells Judge Mitchell that,
inadvertently, the IAMAW Designated Representative was omitted
from the list of labor representatives included in Section
7.10(a)(v) of the Plan, which are entitled to receive 8,270,232
shares in Class A Common Stock of Reorganized Group.

This omission was clearly an oversight and does not affect the
economics of the Plan or the distributions to stakeholders.
Accordingly, circumstances warrant that the Debtors be allowed
to modify section 7.10(a)(v) of the Plan by including the IAMAW
Designated Representative in the list of representatives
entitled to receive Class A Common Stock on behalf of the IAMAW
members.

The Creditors' Committee and The Retirements Systems of Alabama
support the Debtors' request.

The International Association of Machinists and Aerospace
Workers, AFL-CIO, makes the same request.

Accordingly, the Court grants the Debtors' and IAMAW's request.
(US Airways Bankruptcy News, Issue No. 31; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


US AIRWAYS: Ranks First in Annual Airline Quality Rating
--------------------------------------------------------
US Airways was ranked first for 2002 in the annual Airline
Quality Rating announced by the University of Nebraska and
Wichita State University.

US Airways moved up from its second place ranking in 2001,
showing improvement in three of the four criteria tracked last
year.  On-time arrivals rose to 83.4 percent, compared to 78.2
percent in 2001.  The airline's mishandled baggage rate
decreased to 2.95 per 1,000 passengers, down from 3.86 in 2001.
Customer complaints were also down for 2002, with 1.13 per
100,000 passengers, compared to 1.87 in 2001. In the fourth
major category, denied boardings, US Airways' performance was
virtually unchanged.

"This is a great tribute to our employees who deserve to be
nationally recognized for their devotion to customer service.  I
am honored to be a part of their team," said US Airways
President and CEO Dave Siegel.

The Airline Quality Rating is an annual study conducted jointly
by the University of Nebraska at Omaha and Wichita State
University. Each airline's score is calculated based on data
reported monthly in the U.S. Department of Transportation's Air
Travel Consumer Report. The full Airline Quality Rating 2003
report is available online at unomaha.edu/~unoai/aqr.

US Airways, the US Airways Express carriers and US Airways
Shuttle provide service to nearly 200 destinations worldwide,
including 37 states in the U.S. In the Caribbean, US Airways
serves Antigua, Aruba, Barbados, Belize, Bermuda, Cancun,
Cozumel, Grand Bahama Island, Grand Cayman, Grenada, Montego
Bay, Nassau, Providenciales, Punta Cana, San Juan, Santo
Domingo, St. Kitts, St. Lucia, St. Thomas, St. Maarten and St.
Croix.  US Airways Express also serves North Eleuthera,
Governors Harbour, Marsh Harbour and Treasure Cay from select
cities in Florida.  For more information on US Airways, visit US
Airways online at http://www.usairways.com


VESTA INSURANCE: Fitch Downgrades IFS Ratings to BB from BBB-
-------------------------------------------------------------
Fitch Ratings lowered the Insurer Financial Strength ratings of
the Vesta Insurance Group (NYSE: VTA) property/casualty
insurance subsidiaries to 'BB' from 'BBB-'. Fitch also
downgraded VTA's senior debt rating to 'B-' from 'BB-' and the
capital securities rating of Vesta Capital Trust I to 'CCC' from
'B+'. The Rating Outlook remains Negative.

The rating action reflects a decline in VTA's surplus that
resulted from additional losses on discontinued operations and
losses in reinsurance arbitration proceedings. At the same time,
VTA's written premium has grown significantly in the past year
resulting in a spike in operating leverage and a sharp decline
in risk based capital. Additionally, VTA has other open
reinsurance arbitrations and, therefore, remains exposed to
further adverse decisions.

Fitch believes VTA has become capital constrained and notes that
the company recently entered into quota share reinsurance
arrangements to support the premium written in its non-standard
auto, life insurance and Texas homeowners' insurance businesses.

VTA management has acknowledged the need for additional capital
and has announced a capital initiative which may include the
divestiture of a portion of its property/casualty business or
its primary life insurance subsidiary, American Founders Life
Insurance Company. Fitch views the initiative positively since
such actions would both reduce VTA's capital needs and
potentially raise additional capital through sale proceeds.
However, the success of this initiative is not assured and,
therefore, cannot yet be factored into Fitch's credit
assessment.

Due to the uncertainty related to the capital initiative and the
remaining arbitration proceedings, Fitch's Rating Outlook
remains Negative.

Vesta Insurance Group, Inc., headquartered in Birmingham, AL, is
a holding company for a group of insurance companies.

Fitch ratings affected:

Affirmative Insurance Co. Florida Select Insurance Co. Hawaiian
Ins. & Guaranty Co. Insura Property and Casualty Ins. Co. Shelby
Casualty Insurance Co. The Shelby Insurance Co. Vesta Fire
Insurance Corporation Vesta Insurance Corporation Texas Select
Lloyds Insurance Co.

      -- Insurer financial strength Downgraded 'BB'/Negative;

Fixed-income securities ratings Vesta Insurance Group, Inc.

      -- Long term rating Downgraded 'B-'/Negative;

      -- Senior debt Downgraded 'B-'/Negative.

Vesta Capital Trust I

      -- Deferrable Capital Securities Downgraded 'CCC'.


VIRAGEN: External Auditors Doubt Ability to Continue Operations
---------------------------------------------------------------
Viragen, Inc., and its subsidiaries are engaged in the research,
development, manufacture and sale of certain immunological
products for the treatment of life-threatening illnesses. It is
also in the business of developing innovative technologies aimed
at improving the manufacturing processes used to produce certain
medical therapies.

For the fiscal year ended June 30, 2002, the report of Viragen's
independent auditors contains an explanatory paragraph
indicating substantial doubt as to the Company's ability to
continue as a going concern, due to its financial condition.
Viragen's financial condition has not improved subsequent to its
fiscal year end. If it is unable to raise additional debt or
equity funding it will be necessary for the Company to
significantly curtail or suspend a portion or all of its
operations. No assurance can be given that additional funding
will be available or if available, under what terms.

During fiscal 2002, 2001 and 2000, Viragen incurred significant
losses of approximately $11,089,000, $11,008,000 and
$12,311,000, respectively, and has an accumulated deficit of
approximately $92,088,000 as of December 31, 2002. Additionally,
it had a cash balance of approximately $32,000 and a working
capital deficit of approximately $2,258,000 at December 31,
2002. Management anticipates additional future losses as it
commercializes its natural human interferon product and conducts
additional research activities and clinical trials to obtain
additional regulatory approvals. Accordingly, the Company will
require substantial additional funding. These factors, among
others, raise substantial doubt about its ability to continue as
a going concern.


WHEELING-PITTSBURGH: Wants Mashuda Landfill & License Deals OK'd
----------------------------------------------------------------
Wheeling-Pittsburgh Corporation seeks the Court's authority to
enter into landfill and license agreements with Mashuda
Corporation.  Mashuda is a Pennsylvania corporation with its
principal office in Cranberry Township, Pennsylvania.  Mashuda
is a contractor that has been retained by the West Virginia
Department of Transportation, Division of Highways, in
connection with the widening of State Route 2.

                      The Landfill Agreement

In connection with the Highway Project, Mashuda is responsible
for excavating and removing excess shale, topsoil, dirt, rock
and other fill material from the area of the highway that is to
be widened. Because Mashuda does not have land on which to
deposit the Fill Material, it must also locate an entity that is
willing to allow it to deposit the Fill Material on its
property.

Currently, WPC owns approximately 325 acres of land, a certain
portion of which is not level and contains many gullies and
valleys, which make it unsuitable for industrial development.
Once the WPC Property is leveled, it can be utilized by WPC and
developed into an industrial property.  Therefore, WPC desires
to allow Mashuda to deposit the Fill Material onto a portion of
the WPC Property.

To accomplish this, WPC and Mashuda desire to enter into an
agreement allowing Mashuda to deposit the Fill Material onto the
WPC Property, as well as an accompanying incidental License
Agreement allowing Mashuda a non-exclusive license for purposes
of providing ingress and egress to the WPC Property.

The salient provisions of the Landfill Agreement are:

        (1) Term.  The term of the Transportation Agreement
            begins as soon as the Landfill Agreement is approved
            by Judge Bodoh and terminates 60 days after the
            final acceptance of the Highway Project by the
            WVDOT.

        (2) Property to Be Filled.  WPC grants to Mashuda a non-
            exclusive license for purposes of entering onto,
            using and occupying the WPC Property for the purpose
            of depositing a minimum of 2,500,000 cubic yards of
            Fill Material on the areas of the WPC Property
            including a long gully leading to the Ohio River.
            Mashuda agrees to convey to WPC title to the Fill
            Material after it is deposited on the WPC Property.

        (3) Fees.  Mashuda will pay WPC $1,000,000 for the use
            of the WPC Property on these terms:

              (i) $200,000 on signing of the Landfill Agreement;
             (ii) $200,000 on June 1, 2003;
            (iii) $200,000 on August 1, 2003;
             (iv) $200,000 on October 1, 2003; and
              (v) $200,000 on December 1, 2003.

        (4) WPC agrees not to dispose of any portion of the
            WPC Property without making the assignment of the
            Landfill Agreement a condition of the sale.

        (5) Necessary Approvals.  The Landfill Agreement is
            subject to:

              (i) Mashuda obtaining the necessary approvals from
                  all governmental agencies associates with its
                  disposal area plans for the WPC Property; and

             (ii) the entry of an order by Judge Bodoh granting
                  this Motion.

                    The License Agreement

The License Agreement is generally an agreement predicated on
the facts of the Landfill Agreement granting Mashuda a non-
exclusive license for purposes of providing ingress and egress
to the WPC Property for the consideration of $10.

                Application of Consideration

WPC agrees that the consideration it receives from the Landfill
Agreement will be applied in accordance with the terms of the
DIP Credit Agreement of November 2000 among WPC, WPSC, the
remaining Debtors, Citibank NA, as Initial Issuing Bank,
Citicorp USA as Agent, and the other DIP Lenders, and the terms
of the Order approving settlement of inter-company disputes of
May 2001.

WPC asks Judge Bodoh for an expedited consideration of this
request, asserting that the Landfill and License Agreements will
have an important, positive impact on WPC's ability to continue
its business operations as it will provide $1,000,000 in revenue
to WPC as well as beneficial improvements to WPC's property,
which will enable WPC to develop the property in the near
future. (Wheeling-Pittsburgh Bankruptcy News, Issue No. 37;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


WICKES INC: Riverside Transfers 2 Million Shares to Imagine Inv.
----------------------------------------------------------------
Riverside Group, Inc., (OTC Bulletin Board: RSGI) has
transferred 2,797,743 shares of Wickes Inc., to Imagine
Investments, Inc., in settlement of $13.9 million of debt owed
to Imagine. The Company has also granted Imagine the option to
acquire an additional 53,700 Wickes shares in settlement of an
additional $268,500 of debt owed to Imagine. If Imagine sells or
otherwise disposes of the Wickes shares in the next two years,
Riverside will participate in 50% of any value realized for the
exchanged shares over $5.00 per share plus yield accrued at the
prime rate.

The shares transferred to Imagine plus the option represent the
entire ownership Riverside held in Wickes. Approximately 2.1
million of the shares transferred remain subject to a first lien
with other Riverside creditors, which must be satisfied.
Riverside continues to owe Imagine $2.2 million, secured by the
remaining assets of the company. Riverside continues to hold its
real estate and its Cybermax subsidiary.

J. Steven Wilson, Chairman and CEO of Riverside, has served as
the Chairman and CEO of Wickes since 1991, shortly after
Riverside became a substantial shareholder of Wickes and was
given Board representation. In light of Riverside disposing of
its entire ownership interest in Wickes, Mr. Wilson has tendered
his resignation from Wickes 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."

In light of these developments, Riverside is currently reviewing
its previously announced proposal to merge with a company
affiliated with Mr. Wilson in order to become a private company.

Riverside Group is a holding company engaged in e-business
solutions including e-commerce, e-learning, website development
and multi-media presentations through its 100% owned subsidiary,
Cybermax, Inc. For more information on Riverside and its
subsidiaries, visit them online at http://www.rsgicorp.comand
http://www.cybermax.com

                         *     *     *

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.


WILBRAHAM CBO: S&P Keeps Watch on Low-B & Junk Note Ratings
-----------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on the
class A-1, A-2, B-1, B-2, and C notes issued by Wilbraham CBO
Ltd. and managed by David L. Babson & Co. Inc., on CreditWatch
with negative implications.

The CreditWatch placements reflect several factors that have,
during recent months, negatively affected the credit enhancement
available to support the notes. These factors include par
erosion of the collateral pool securing the rated notes, a
downward migration in the credit quality of the assets within
the pool, and a deterioration in the weighted average coupon
generated by the performing assets within the collateral pool.

The class B and class C overcollateralization ratios for
Wilbraham CBO Ltd. continue to be out of compliance, and the
class A overcollateralization ratio is slightly above its
required minimum. As of the March 2, 2003 monthly trustee
report, the class A overcollateralization ratio was 120.20%,
versus the required minimum of 120%. The class B
overcollateralization ratio was 106.30%, versus the
required minimum of 113.00%. The class C overcollateralization
ratio was 98.27%, versus the required minimum of 106.50%.

The credit quality of the collateral pool has also continued to
deteriorate. Currently, $19,468,611 (or approximately 6.56% of
the collateral pool) has defaulted. In addition, $31,436,034 (or
approximately 11.33%) of the performing assets in the collateral
pool come from obligors with Standard & Poor's ratings currently
in the 'CCC' range, $9,000,000 (or approximately 3.24%) of the
performing assets in the collateral pool in the collateral pool
come from obligors with Standard & Poor's ratings currently in
the 'CC' range, and $44,105,000 (or approximately 12.62%) of
the performing assets within the collateral pool come from
obligors with Standard & Poor's long-term corporate credit
ratings on CreditWatch negative.

Finally, the weighted average coupon generated by the performing
assets within the collateral pool has trended downward and is
below its required minimum. Currently, the weighted average
coupon of the performing assets is 9.49%, below the required
minimum of 10.15%.

Standard & Poor's will be reviewing the results of the current
cash flow runs generated for Wilbraham CBO Ltd. to determine the
level of future defaults the rated tranches can withstand under
various stressed default timing and interest rate scenarios,
while still paying all of the rated interest and principal due
on the notes. The results of these cash flow runs will be
compared with the projected default performance of the
transaction's current collateral pool to determine whether the
ratings assigned to the above mentioned notes are commensurate
with the level of credit enhancement currently available.

   RATINGS PLACED ON CREDITWATCH WITH NEGATIVE IMPLICATIONS

                   Wilbraham CBO Ltd.

      Class      Rating              Balance (mil. $)
            To              From   Original   Current
      A-1   AA+/Watch Neg   AA+    252.000    221.281
      A-2   A+/Watch Neg    A+      19.000     19.000
      B-1   BB-/Watch Neg   BB-      8.000      8.324
      B-2   BB-/Watch Neg   BB-     21.000     23.024
      C     CCC-/Watch Neg  CCC-    19.500     22.215



W.R. GRACE: SEC Imposes Cease-and-Desist Order vs. Ex-CEO Bolduc
----------------------------------------------------------------
Former W.R. Grace President and Chief Executive Officer, J.P.
Bolduc, has consented to the entry of a "cease and desist" order
in settlement of proceedings brought against him by the
Securities and Exchange Commission.  Mr. Bolduc was also a
member of Grace's Board of Directors from 1991 through 1995.

Between 1991 and 1995, National Medical Care Inc. was Grace's
main health care subsidiary, with its headquarters in Waltham,
Massachusetts.  NMC provided kidney dialysis and home health
services and manufactured specialized medical products.  During
the period of time relevant to the action against Mr. Bolduc,
NMC comprised the bulk of Grace's Health Care Group, which was,
until the first quarter of 1995, one of Grace's core businesses
and was reported as a segment in Grace's consolidated financial
statements.  The Health Care Group contributed a significant
portion of the consolidated pre-tax earnings of Grace during the
majority of the period 1991 through 1995.

During the fiscal years 1991 through 1995, both while Mr. Bolduc
was an officer and continuing after his resignation, Grace
engaged in fraudulent conduct by deferring income earned by NMC
primarily to smooth the earnings of the Health Care Group.
Grace deferred reporting income by increasing or establishing
"excess reserves" that were not in conformity with generally
accepted accounting practices.  Grace used the reserves to
manipulate the reported quarterly and annual earnings of the
Health Care Group and Grace.

Mr. Bolduc, first as the president and chief operating officer
of Grace and later as the president and chief executive officer
of Grace and a member of Grace's Board, through his actions or
omissions, was a cause of:

    -- this fraudulent conduct, which resulted in Grace's filing
       false and misleading periodic reports with the Commission
       and making false and misleading statements in press
       releases and at analyst teleconferences;

    -- Grace's failure to make and keep books and records, which
       accurately reflected its transactions; and

    -- Grace's failure to maintain a system of internal
       accounting controls sufficient to provide assurances that
       transactions were recorded as necessary to permit the
       proper preparation of financial statements in conformity
       with GAAP.

In his Settlement Offer, which the SEC accepts, Mr. Bolduc,
without admitting or denying the Commission's findings, agrees
that he will cease and desist from committing or causing any
violations, or future violations, of the federal securities
laws, and will cooperate with the Commission staff in preparing
for and presenting any civil litigation or administrative
proceedings concerning any transaction that is related to the
Order. (W.R. Grace Bankruptcy News, Issue No. 38; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


* Phoenix Management Doesn't See Lenders Cheering Any Time Soon
---------------------------------------------------------------
The protracted economic downturn and uncertainty over war in
Iraq took a toll on lenders' attitudes last quarter, with most
predicting the economy would perform at only a D+ level through
mid-year.  On top of that, lenders believe lending to all
business segments will remain flat, bankruptcies and loan losses
will rise, and most have modest or no expectations of growth
from their customers, according to the results of the latest
Phoenix Management "Lending Climate in America" survey.

"Lenders are telling us they are seeing almost nothing
encouraging on the short-term horizon," said E. Talbot (Tal)
Briddell, president of Phoenix Management Services, which
conducts the quarterly survey.  "After three quarters of
expecting a C level performance from the economy, lenders are
placing the economy on academic probation with this downgrading
to a D+.

"This prolonged downturn and a less-than-certain resolution to
matters in the Middle East have clearly tried lenders'
patience."

Most lenders said lending to corporate, middle market and small
business customers would remain flat in the next six months.
More than half of lenders said lending to international
customers would be down.

Sixty-three percent of respondents said bankruptcies would rise
in the coming six months, while 56 percent predicted that loan
losses would rise.  Most lenders think interest rates,
unemployment and bank failures will remain unchanged, although a
significant 37 percent thought unemployment could rise further.

When asked to assess their customers' growth expectations for
the next six to 12 months, 65 percent of lenders said it would
be moderate, and 32 percent said their customers expected no
growth at all.  This is the second quarter in a row that a third
of lenders have said they anticipate no growth from their
customers.

"This is a depressing picture, no matter how you paint it,"
Briddell said.  "Particularly troubling is the finding that
lenders are very pessimistic about their own customers' growth
expectations."

When asked which industries were most attractive to their
lending institution, lenders named three that have topped the
list for six consecutive quarters:

     -- Light Manufacturing (80 percent),
     -- Industrial Distribution (76 percent) and
     -- Service Companies (61 percent).

Start-ups / New Ventures (81 percent) and Technology (61
percent) were named by more than half of lenders as unattractive
industries.

Within the Technology industry, there were very few sectors that
inspired any confidence among lenders.  When asked which
Technology sectors they considered most attractive, the highest
scoring sector -- Hardware Manufacturers -- was named by only a
weak 27 percent of respondents.

When asked which technology sectors they considered
unattractive, lenders were slightly less negative on key sectors
than they were last quarter.

"Rather than suggesting that they are beginning to warm to the
technology industry again, we believe these new statistics are
more indicative of a `who cares?' attitude," Briddell said.
"Technology is simply not a relevant industry to most lenders
right now."

When asked to predict the Federal Reserve's next move in rates,
half of said they expected a rate cut of 25 - 50 basis points in
the next six months.  Thirty-six percent expect no change, and
14 percent expect rates to rise.

The Phoenix Management "Lending Climate in America" survey is
conducted quarterly to gauge shifts in lenders' attitudes toward
the economy.  Lenders from commercial banks, commercial finance
companies and factors across the country are surveyed each
quarter.

Phoenix Management Services (http://www.phoenixmanagement.com)
is a Philadelphia-based turnaround management firm that assists
companies encountering financial, operational or management
difficulties.


* Buchanan Ingersoll Boosts IP in San Diego & Banking in NY
-----------------------------------------------------------
In its San Diego office, Buchanan Ingersoll has added Bradford
J. Duft, a former Brobeck partner and the leader of its San
Diego intellectual property practice from 2000-2001, as a
shareholder in the firm's IP section. He will concentrate his
substantial practice on the biotechnology industry where he has
significant experience counseling national and international
clients in IP strategy, deal-making and litigation. Mr. Duft
also served as counsel for the prevailing party in the first
biotechnology patent case ever tried in the United States,
Hybritech Inc. v. Monoclonal Antibodies, Inc.

In New York, Dan J. Schulman has joined the firm as Vice Chair
of Banking Litigation. Also a former Brobeck attorney, Mr.
Schulman headed that firm's bankruptcy and financial
institutions group in New York, where he focused his practice on
litigation and bankruptcy workouts for banks, broker/dealers,
and substantial corporations. Mr. Schulman has extensive trial
and appellate experience, and is on the faculty of the National
Institute for Trial Advocacy (NITA). He also has six years
experience in-house at The Bank of New York, the United States'
oldest bank and the principal subsidiary of The Bank of New York
Company, Inc.

According to Karen S. Crawford, head of Buchanan Ingersoll's San
Diego office, "Brad offers our clients sophisticated, high-level
IP experience - particularly in the biotech, pharmaceutical and
life sciences industries - which is extremely important in this
market when a company's future often depends on its ability to
protect and preserve its intellectual property. Combined with
strong IP litigation, FDA, pharmaceutical and biotechnology
practices not only in San Diego but throughout our firm, this is
a tremendously effective combination that we will continue to
build on and expand."

William M. O'Connor, managing shareholder of the firm's New York
office, commented, "Our financial institutions, bankruptcy and
creditors' rights practice has gained considerable momentum over
the last number of years, particularly in our New York office.
With Dan coming on board, we've continued that growth and added
a talented attorney who has significant and proven experience in
bankruptcy and commercial litigation."

Before entering private practice, Mr. Duft was a law clerk to
Judge Giles S. Rich of the U.S. Court of Appeals for the Federal
Circuit from 1980-1983. After leaving the court, he joined Lyon
& Lyon in Los Angeles before opening the firm's San Diego office
in 1989. He later served as Vice President and General Counsel
of Amylin Pharmaceuticals from 1990-1998, during which time he
continued his relationship with Lyon & Lyon as Of Counsel. He
has authored numerous articles and is a frequent lecturer on
matters relating to biotechnology and other areas of
intellectual property law, and has worked with and counseled
numerous biotechnology and life science clients.

He graduated from George Washington University with an LL.M.,
with Highest Honors, in Patent and Trade Regulation, earned his
J.D., Cum Laude, from California Western, and holds a B.S. in
Molecular, Cellular and Developmental Biology from the
University of Colorado.

While at Brobeck, Mr. Schulman represented clients principally
in the financial services industry in bankruptcy, workouts and
complex commercial litigation, and led the New York office's
bankruptcy group. Prior to that, he spent six years as Senior
Counsel for The Bank of New York, during which time he was
responsible for all national and international litigation and
workout matters for the Bank and all of its affiliates. He also
handled large-ticket equipment leasing, lending, real estate
lending and recovered in excess of $35 million in 2001 from
litigation with borrowers and lessees.

He holds his law degree from Vanderbilt University, where he
served on the Moot Court Board and as Editor of the Vanderbilt
Journal of Transnational Law. Mr. Schulman also holds a
bachelor's degree with Honors from Swarthmore College.

Buchanan Ingersoll -- http://www.buchananingersoll.com-- is one
of the 100 largest law firms in the United States. The firm
serves clients from offices in New York City, San Diego,
Pittsburgh, Washington, D.C., Philadelphia, Princeton,
Wilmington, Miami, Tampa, Harrisburg, London and Dublin.


* Meetings, Conferences and Seminars
------------------------------------
April 10-11, 2003
   AMERICAN CONFERENCE INSTITUTE
      Predaotry Lending
         The Westin Grand Bohemian, Florida
            Contact: 1-888-224-2480 or 1-877-927-1563
               http://www.americanconference.com

April 10-13, 2003
   AMERICAN BANKRUPTCY INSTITUTE
      Annual Spring Meeting
         Grand Hyatt, Washington, D.C.
            Contact: 1-703-739-0800 or http://www.abiworld.org

April 28-29, 2003
   AMERICAN CONFERENCE INSTITUTE
      Credit Derivatives
         Waldorf Astoria, New York
            Contact: 1-888-224-2480 or 1-877-927-1563
                       http://www.americanconference.com

April 29, 2003
   NEW YORK INSTITUTE OF CREDIT
      Corporate Governance Luncheon
         Contact: 212-629-8686; fax 212-629-7788;
            info@nyic.org

May 1-3, 2003
   ALI-ABA
      Chapter 11 Business Organizations
         New Orleans
            Contact: 1-800-CLE-NEWS or http://www.ali-aba.org

May 8-10, 2003
   ALI-ABA
      Fundamentals of Bankruptcy Law
         Seattle
            Contact: 1-800-CLE-NEWS or http://www.ali-aba.org

May 14, 2003
   NEW YORK INSTITUTE OF CREDIT
      Factoring Panel Luncheon
         Contact: 212-629-8686; fax 212-629-7788;
            info@nyic.org

June 4, 2003
   NEW YORK INSTITUTE OF CREDIT
      24th Credit Smorgasbord
         Contact: 212-629-8686; fax 212-629-7788;
            info@nyic.org

June 19-20, 2003
   RENAISSANCE AMERICAN MANAGEMENT, INC. & BEARD GROUP
      Corporate Reorganizations: Successful Strategies for
        Restructuring Troubled Companies
           The Fairmont Hotel Chicago
              Contact: 1-800-726-2524 or fax 903-592-5168 or
                       ram@ballistic.com

June 26-29, 2003
   NORTON INSTITUTES ON BANKRUPTCY LAW
      Western Mountains, Advanced Bankruptcy Law
         Jackson Lake Lodge, Jackson Hole, Wyoming
            Contact: 1-770-535-7722
                         or http://www.nortoninstitutes.org

July 10-12, 2003
   ALI-ABA
      Partnerships, LLCs, and LLPs: Uniform Acts, Taxation,
         Drafting, Securities, and Bankruptcy
            Eldorado Hotel, Santa Fe, New Mexico
               Contact: 1-800-CLE-NEWS or http://www.ali-aba.org

December 3-7, 2003
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         La Quinta, La Quinta, California
            Contact: 1-703-739-0800 or http://www.abiworld.org

April 15-18, 2004
   AMERICAN BANKRUPTCY INSTITUTE
      Annual Spring Meeting
         J.W. Marriott, Washington, D.C.
            Contact: 1-703-739-0800 or http://www.abiworld.org

December 2-4, 2004
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Marriott's Camelback Inn, Scottsdale, AZ
            Contact: 1-703-739-0800 or http://www.abiworld.org

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday.  Submissions via
e-mail to conferences@bankrupt.com are encouraged.

                          *********

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

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

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

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

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

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

                          *********

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 ***