TCR_Public/030410.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

            Thursday, April 10, 2003, Vol. 7, No. 71

                          Headlines

ALLOU HEALTHCARE: Lenders File Involuntary Chapter 11 Petition
ALLOU DISTRIBUTORS INC: Chapter 11 Involuntary Case Summary
ANC RENTAL: Secures Approval of Stipulation with Perot Systems
AOL TIME WARNER: Exercises Call Option on AOL Europe Shares
BALLANTRAE HEALTHCARE: Case Summary & 20 Unsecured Creditors

BANK OF BUTTERFIELD: Fitch Ups Individual Rating to B from B/C
BETHLEHEM STEEL: USWA Applauds Healthcare Safety Net Legislation
BETHLEHEM STEEL: Court Allows Payment of $27MM ISG Break-Up Fee
BUDGET GROUP: Exclusivity Extension Hearing to Convene April 21
CANNONDALE: Court Clears Asset Sale Pact with Pegasus Partners

CANWEST GLOBAL: Aussie Unit's H2 2002 Results Show Better EBITDA
CENTENNIAL HEALTH: Hires Dickstein Shapiro as Insurance Counsel
CHAMPIONLYTE: Will Rename Company to ChampionLyte Holdings
CHART INDUSTRIES: Lenders Extend Default Waiver Until Month-End
CNH GLOBAL: Completes $2-Billion Debt Reduction Transaction

CONSECO INC: TOPrS Committee Earns Approval to Hire Fox-Pitt
COUNCIL TRAVEL: Follows Carroll from Olshan to Arent Fox
COVANTA ENERGY: Tinkering with Standby Bond Purchase Agreement
DIRECTV: US Trustee to Convene Section 341(a) Meeting on Apr. 24
DOMAN INDUSTRIES: KPMG Files Financial Report for March Period

ENRON CORP: EPMI Sues Silicon Valley Power for P100 Million+
FAO INC: Continues Morgan Joseph Engagement as Investment Banker
FAO INC: Brings-In RCS and DJM as Real Estate Consultants
FLEMING COMPANIES: Wins OK to Honor Employee Benefit Obligations
GCO SERVICES: All Proofs of Claim Due by April 28, 2003

GENUITY INC: Implementing Employee Incentive & Retention Program
GLIATECH INC: All Proofs of Claim Due Tomorrow
GLOBAL CROSSING: Examiner Wants to File Interim Fin'l Reports
GOLDFARB CORP: Fourth Quarter Net Loss Balloons to $20 Million
GOODYEAR TIRE: Reduces Equity Stake in Sumitomo Rubber

GREAT NORTHERN: Selling Substantially all Assets to Belgravia
HARCO COMPANY: Case Summary & 20 Largest Unsecured Creditors
HAWAIIAN AIRLINES: Taps Avitas for Lease Consultation Services
HAYES LEMMERZ: Court Approves Amended Disclosure Statement
HEALTHSOUTH: Board Adopts New Corporate Governance Guidelines

HEARTLAND SECURITIES: UST Appoints Official Creditors' Committee
HOMEGOLD FINANCIAL: First Creditors Meeting Slated for April 25
I2 TECHNOLOGIES: S&P Junks Corporate Credit Rating at CCC+
INTERSTATE BAKERIES: Red Ink Continued to Flow in March Quarter
JPM COMPANY: Court to Consider Liquidating Plan on Apr. 23, 2003

KAISER ALUMINUM: Takes Legal Action against CNA & National Union
LENNAR CORP: Shareholders Approve Proposed Stock Distribution
LENNAR CORP: Will Hold Stock Distribution Conference Call Today
LENNAR CORP: Board Declares Quarterly Cash Dividends
MACKIE DESIGNS: Arranges New $43.5 Million Credit Facility

MAGELLAN HEALTH: Plan's Classification & Treatment of Claims
MERRIMAC PAPER: US Trustee Sets Creditors' Meeting for May 1
METALS USA: Craig R. Doveala Resigns as Company's Senior VP
MIDLAND STEEL: Has Until May 14 to Make Lease-Related Decisions
MILACRON INC: Will Publish First Quarter Results on April 23

MOLECULAR DIAGNOSTICS: Signs-Up Bathgate as Investment Bankers
NATIONAL CENTURY: Court Okays FTI as Committee's Fin'l Advisors
NORTHCOIT INC: Case Summary & 2 Largest Unsecured Creditors
OLYMPIC PIPE: Case Summary & 20 Largest Unsecured Creditors
PARK PLACE: Caps Price of 7% Senior Note Private Placement

PEABODY ENERGY: Purchases Remaining 18% of Black Beauty Coal Co.
PEREGRINE SYSTEMS: Employee Group Purchases Spectif Division
PETCO ANIMAL: S&P Revises Outlook over Improved Fin'l Profile
PHILLIPS VAN HEUSEN: Reaffirms Earnings Guidance for Fiscal 2003
POLAROID CORP: Examiner Mandarino Hires Proskauer as Counsel

PRESIDENTIAL LIFE: Fitch Cuts L-T Issuer & Sr. Debt Ratings to B
PRIMUS TELECOMMS: Slashes Debt by Additional $12 Million
PSC INC: Resolves All Current Disputes with Symbol Technologies
RACE POINT II: S&P Assigns BB Prelim. Ratings to 3 Note Classes
RED TOP: Calling Shareholders for Possible Monetary Compensation

SAKS INC: Board of Directors Okays Incremental Share Repurchase
SPECTRUM PHARMACEUTICALS: Fails to Meet Nasdaq Listing Criteria
SPIEGEL: Obtains Conditional Nod to Pay Critical Vendor Claims
SWEETHEART CUP: Consummates Exchange Offer for 12% Senior Notes
TOWN CENTER: Auctioning-Off Partnership Interests Tomorrow

UNITED AIRLINES: Reaches 5 Tentative Agreements with Machinists
UNITED AIRLINES: US Bank Provides Notice to Calif. Bondholders
UNIVERSAL ACCESS: Dec. 31 Working Capital Deficit Stands at $12M
US AIRWAYS: Court OKs Stipulation Settling Dispute with ABN AMRO
USG CORP: Futures Rep. Intends to Expand CIBC Engagement Scope

WARNACO GROUP: Annual Shareholders' Meeting Slated for May 28
WEIRTON STEEL: CEO Wants More Countries in Steel Tariff Program
WORLDCOM INC: Joins Web Services Interoperability Organization
W.R. GRACE: Executes Changes in 401(K) Savings & Investment Plan

* Mark G. Shafir Joins Lehman Brothers as Global Head of M&A

* DebtTraders' Real-Time Bond Pricing

                          *********

ALLOU HEALTHCARE: Lenders File Involuntary Chapter 11 Petition
--------------------------------------------------------------
Allou Healthcare, Inc. (Amex: ALU), announced that its lenders
have filed an involuntary petition for bankruptcy in the Eastern
District of New York under the provisions of chapter 11, title
11, of the United States Code. Chapter 11 is the reorganization
provision of the Bankruptcy Code under which a company may
continue its operations, restructure its indebtedness and emerge
from chapter 11 bankruptcy as a reorganized enterprise.

Allou further announced that it has consented to the chapter 11
filing and has retained Richard A. Sebastiao as Chief
Restructuring Officer to the Company.

Allou Healthcare, Inc., formerly known as Allou Health & Beauty
Care, Inc. and Allou Distributors, Inc. (collectively referred
to as Allou), is a publicly traded company that distributes
consumer personal care products and prescription pharmaceuticals
on a national basis. The Company also manufactures upscale hair
and skin care products for sale under private labels. The
Company's consumer personal care products distribution business
includes prestige brand name designer fragrances, brand name
health and beauty aids products and non-perishable packaged food
items. Its prescription pharmaceuticals distribution business
includes both brand name and generic pharmaceutical products.


ALLOU DISTRIBUTORS INC: Chapter 11 Involuntary Case Summary
-----------------------------------------------------------
Alleged Debtor: Allou Distributors, Inc.
                50 Emjay Boulevard
                Brentwood, New York 11717

Involuntary Petition Date: April 9, 2003

Case Number: 03-82321                Chapter: 11

Court: Eastern District of           Judge: Melanie L.
       New York                             Cyganowski

Petitioners' Counsel: Otterbourg Steindler Houston & Rosen
                      230 Park Avenue
                      New York, NY 10169-0007
                      Tel: (212) 661-9100

Petitioners: Congress Financial Corporation
             1133 Avenue of the Americas
             New York, NY 10036

             Citibank, N.A.
             388 Greenwich Street
             New York, NY 10013

             LaSalle Business Credit, Inc.
             1735 Market Street
             Suite 660
             Philadelphia, PA

Amount of Claim: $67,738,018


ANC RENTAL: Secures Approval of Stipulation with Perot Systems
--------------------------------------------------------------
ANC Rental Corporation and its debtor-affiliates sought and
obtained Court approval of their stipulation with Perot Systems,
which provides for the parties' entry into a 90-day standstill
period to allow a Plan Participant to consult with the Debtors
and Perot Systems in making the determination as to the Debtors'
long-term information technology services vendor.

The terms of the stipulation are:

  A. The parties agree to the Standstill, effective from
     March 7, 2003, or a longer period as the parties may
     mutually agree in writing, during which period the Debtors
     will adjourn the pending Rejection Motion and the IBM
     Motion to the next available omnibus hearing date following
     the expiration of the Standstill, and the Debtors will not
     file any additional motions with respect to Perot Systems
     during the Standstill.

  B. Effective at the end of the Standstill, Perot Systems will
     withdraw with prejudice the Perot Systems Motion to Dismiss
     and the Perot Systems Response.  Perot Systems, during the
     Standstill, will not file any additional motions with
     respect to the Rejection Motion and the IBM Motion.  The
     Perot Systems Response will be adjourned to the same date
     as the Rejection Motion and the IBM Motion.

  C. During the Standstill, Perot Systems agrees to perform as
     required by the Master Agreement and Work Order #2 and
     Work Order #3 provided that Perot Systems will, for the
     months of March, April and May 2003, reduce its total
     monthly charges under all Work Orders to the Debtors by
     $500,000 per month.  These amounts will be credited to the
     Debtors in each of Perot Systems' monthly invoices to the
     Debtors, or paid to the Debtors in cash.

  C. During the Standstill, Perot Systems will continue to
     provide One System Project development resources using the
     discretionary FTEs provided for in Work Order #2 without
     any additional cost to ANC, under these parameters --
     continue to work with ANC on the implementation of release
     1D-PZ region collapse and release 2B, which will provide
     the next logical layers of functionality necessary to
     complete the OSP development cycle, provided however, Perot
     Systems will not be required to provide any additional
     resources under the Application Resource Pool of Work Order
     #2 unless ANC agrees to compensate Perot Systems for
     additional resources.  Notwithstanding the foregoing, Perot
     Systems will not be obligated to incur any expenses other
     than those associated with the Application Resource Pool of
     Work Order #2.  The parties will negotiate in good faith a
     specific list and priority of the functions in both
     releases to be worked on within the next seven days.

  D. During the Standstill, IBM may continue to provide
     ancillary services to ANC not included in or related to the
     Work Order Services, i.e. application support for systems
     currently supported by ANC employees and third-party
     contractors, and project management services related
     thereto.  IBM may also continue to provide services to ANC
     for application analysis of the Legacy system, provided
     that it gives Perot Systems copies of its reports, and as a
     consultant on the OSP project, so long as IBM is hired as a
     subcontractor to Perot Systems at ANC's cost.  Except as
     set forth, ANC and Perot Systems agree to follow the
     exclusivity provisions set forth in Work Orders #1, #2, and
     #3.  ANC has sent Perot Systems an e-mail dated March 3,
     2003, outlining projects that the parties agree are within
     the scope of activities permitted to IBM and setting forth
     certain procedures that will be followed if additional
     projects are identified.

  E. During the Standstill, Perot Systems and IBM and any other
     additional vendor requested by a Plan Participant will be
     provided reasonable access to ANC management and its
     board of directors and to any and all Plan Participants so
     that these vendors can put forth a proposal to be retained
     as the IT Vendor for the company on a going forward basis.
     ANC management will provide any and all IT vendors with
     fair guidance on the necessary parameters for a long-term
     IT contract, the criteria for evaluating it, and will make
     themselves available for mutual good faith negotiations
     with respect to a possible long-term contract.

  F. After expiration of the Standstill, if the Debtors, in
     consultation with a Plan Participant, if any, or alone if
     there is no Plan Participant, determine to continue with
     Perot Systems as the Debtors' IT Vendor, the Debtors will
     withdraw the Rejection Motion and the IBM Motion.

  G. After expiration of the Standstill, if the Debtors, in
     consultation with a Plan Participant, if any, or if there
     is no Plan Participant, in the Debtors' business judgment,
     determine to use an IT Vendor other than Perot Systems, the
     Debtors will inform Perot Systems, and Perot Systems
     agrees, after notice of the determination, to the immediate
     entry of an Order providing that:

     1. Work Orders #2 and #3 are immediately rejected.  The
        rejection does not limit Perot Systems' transition
        obligations;

     2. All of the provisions of Schedule 7.5(a) of Work Order
        #2 and Schedule 6.5(a) of Work Order # 3, will apply
        after rejection of Work Orders #2 and #3, which will be
        included in the Initial Transition Plan referred to
        hereafter.  Perot Systems agrees to promptly:

        a. allow ANC or its designees immediate access to former
           Alamo employees requested by ANC for interviews and
           recruitment;

        b. make available all these employees for prompt
           transfer to ANC or its designee; and

        c. take no steps to hinder the transfers as requested;

     3. In addition to the other obligations, Perot Systems will
        provide to ANC and its designee termination assistance
        services in connection with Work Orders #2 and #3 in
        accordance with this Stipulation, as is reasonably
        requested by ANC to allow the applicable work order
        services under Work Order #2 and #3 provided by Perot
        Systems to continue without material interruption or
        adverse effect and to facilitate the orderly transfer of
        responsibility for the Work Order Services to ANC or its
        designee.  This will include performing the Transition
        Plan as directed by ANC.  Unless otherwise requested by
        ANC, Perot Systems will continue to perform the
        applicable Work Order Services then-being performed by
        Perot Systems until the transition of the services is
        complete, adjusting the services appropriately for wind-
        down during the transition.  Perot Systems will
        cooperate fully with ANC and its designee in the conduct
        of the transition.  The Termination Assistance will be
        provided for up to six months.  If ANC elects to
        terminate Termination Assistance prior to six months and
        Perot Systems reasonably advises ANC that additional
        termination assistance services are required for a
        successful transition and ANC declines to obtain the
        services, Perot Systems will not be liable for any
        problems.  The charges for the Termination Assistance
        will be at the then current Additional Services rates as
        set forth in schedule 5.4 of the Master Agreement;

     4. Perot Systems agrees to promptly develop a Plan of
        Transition for services performed under Work Orders #2
        and #3 from Perot Systems to ANC or its designee.  At
        ANC's request after the expiration of the Standstill,
        Perot Systems and ANC will update the Initial Transition
        Plan, by mutual agreement, so that the document
        accommodates the current systems, environments and
        services to be transitioned from Perot Systems to ANC's
        designee pursuant to Termination Assistance.  The
        updated versions will be subject to the approval of ANC
        and Perot Systems;

     5. Perot Systems will provide ANC with documentation
        associated with the support of the Work Order Services
        to the extent the documentation is in existence and not
        proprietary to Perot Systems or a third party;

     6. All damages, including any termination fee, arising as a
        result of the rejection of Work Orders #2 and #3 will be
        prepetition general unsecured claims, and Perot Systems
        will be granted 45 days following entry of the
        applicable rejection order to file an amended proof of
        claim with respect to its rejection damages;

     7. The Transition Plan will provide that after rejection of
        Work Orders #2 and #3, Perot Systems will continue to
        provide all services under Work Order #1 at the same
        costs as currently provided under Work Order #1 until
        either notice of termination of Work Order #l, entry of
        an order of the Bankruptcy Court rejecting Work Order
        #1, or rejection of Work Order #1 as provided in a plan
        of reorganization, whichever is applicable; provided
        however, that as part of the Transition Plan, Perot
        Systems and ANC will determine appropriate additional
        compensation, if any, for additional services not
        currently provided under Work Order #1, consistent with
        current pricing, it being specifically understood that
        Perot Systems is not presently agreeing to provide any
        Termination Assistance as that term is defined in Work
        Order #1 as part of the Transition Plan; and

     8. After completion of the Standstill, if Work Orders #2
        and #3 are rejected, all exclusivity of Perot Systems
        under Work Orders #2 and #3 will be deemed to be
        terminated.

  H. If Perot is hired or if Perot withdraws its motions and
     objections, all sums previously paid to Perot Systems by
     the Debtors during the course of these Chapter 11 cases or
     due under this Stipulation to Perot Systems will constitute
     payment of allowed administrative expense claims under
     Bankruptcy Code Section 503(b). (ANC Rental Bankruptcy
     News, Issue No. 29; Bankruptcy Creditors' Service, Inc.,
     609/392-0900)


AOL TIME WARNER: Exercises Call Option on AOL Europe Shares
-----------------------------------------------------------
AOL Time Warner (AOL-TW) has exercised its call option on the
AOL Europe shares held by LineInvest. Vivendi Universal (Paris
Bourse: EX FP; NYSE: V) confirmed that AOL-TW has decided to
make a cash payment of $812.5 million. The AOL Europe shares in
question were received by Vivendi Universal in exchange for its
55% interest in AOL France in March 2001. They were sold
afterwards to LineInvest.

This transaction has no impact on Vivendi Universal's cash
position as a result of the terms of the total return swap put
in place in August 2001 with LineInvest.

The provision of $100 million recorded in Vivendi Universal's
2002 accounts to cover a market risk under the terms of the
total return swap if AOL-TW had opted for payment in its own
shares is now unnecessary and will be reversed in the second
quarter 2003 accounts.

AOL Time Warner's December 31, 2002 balance sheet shows that
total current liabilities exceeded total current assets by about
$2.2 billion.


BALLANTRAE HEALTHCARE: Case Summary & 20 Unsecured Creditors
------------------------------------------------------------
Lead Debtor: Ballantrae Healthcare, LLC
             1128 Pennsylvania N.E., #100
             Albuquerque, New Mexico 87110

Bankruptcy Case No.: 03-33152

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      BTHC II, LLC                               03-33155
      Ballantrae Illinois, LLC                   03-33157
      Ballantrae Missouri, LLC                   03-33160
      BMOHC I, LLC                               03-33163
      Ballantrae New Mexico, LLC                 03-33166
      BNMHC I, LLC                               03-33171
      Ballantrae Texas, LLC                      03-33172
      BTHC I, LLC                                03-33176
      BMOHC II, LLC                              03-33182
      BTHC III, LLC                              03-33198
      BTHC XV, LLC                               03-33200
      BTHC VIII, LLC                             03-33202
      BTHC IV, LLC                               03-33205
      BTHC V, LLC                                03-33210
      BTHC VI, LLC                               03-33215
      BTHC VII, LLC                              03-33218
      BTHC XI, LLC                               03-33222
      BTHC XII, LLC                              03-33227
      BTHC XIV, LLC                              03-33233
      BTHC XIX, LLC                              03-33239
      BTHC X, LLC                                03-33242
      BTHC XXI, LLC                              03-33244
      BTHC XX, LLC                               03-33249
      BTHC XVII, LLC                             03-33251
      BTHC XVI, LLC                              03-33256

Type of Business: Nursing home operator

Chapter 11 Petition Date: March 28, 2003

Court: Northern District of Texas (Dallas)

Judge: Harlin DeWayne Hale

Debtors' Counsel: David Ellerbe, Esq.
                  Neligan, Tarpley, Andrews and Foley LLP
                  1700 Pacific Ave.,
                  Suite 2600
                  Dallas, TX 75201
                  Tel: 214-840-5300

Total Assets: $23,555,239

Total Debts: $39,243,335

Debtors' 20 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Omni Care, Inc.             Trade Debt              $1,049,598
Jeff Woodside
326 Courtney Springs Cir.
Winter Springs, FL 32708
Tel: 407-359-7891
Fax: 407-359-7991

Gulf South  Medical         Trade Debt                $760,862
Eric Cohen
c/o PSS World Medical
4345 South Pt. Blvd.
Jacksonville, FL 32216
Tel: 904-382-3175
Fax: 904-332-3162

Sysco Foodservice Dallas    Trade Debt                $265,598
Mitchell Naimark
PO Box 477
Pocomoke, MD 21851
Tel: 410-677-5509
Fax: 410-677-5704

Direct Supply Healthcare     Trade Debt               $157,608
Equip.

Mediq PRN                    Trade Debt                $76,610

Lintex Corporation           Trade Debt                $58,695

Midwest Medical Services LLC Trade Debt                $58,230

Maxim Healthcare             Trade Debt                $50,479

Accent Healthcare Inc.       Trade Debt                $48,143

Accelerated Care Plus        Trade Debt                $41,560

Inovus Office Exchange       Trade Debt                $40,854

Allied Benefit Systems       Trade Debt                $40,170

Chaves, Gonzales, Hobit LLP  Trade Debt                $36,444

First Choice Business        Trade Debt                $34,526
Machines

Diversy Lever                Trade Debt                $34,063

Patient Care Systems Inc.    Trade Debt                $33,406

Philadelphia Ins Companies   Trade Debt                $32,690

SHS.Com                      Trade Debt                $30,200

Hil-Rom                      Trade Debt                $27,149

McCathern, Mooty,            Trade Debt                $26,366
Buffington, LLP


BANK OF BUTTERFIELD: Fitch Ups Individual Rating to B from B/C
--------------------------------------------------------------
Fitch Ratings has raised the Individual rating of Bank of
Butterfield to 'B' from 'B/C' and has affirmed all other
Butterfield's ratings.

Butterfield's recent performance and asset quality measures have
shown a strong turnaround over the late 1990s, reflecting core
earnings strength and the successful execution of initiatives
begun in 1997-98, which called for exit or divestiture of
certain non-strategic activities and other performance
improvements.

Earnings have remained solid in recent periods. Like many other
institutions, Butterfield's interest income levels have been
constrained by sustained low interest rates. Non-interest
income, mostly from the bank's asset management, trust and
administration services, continues to trend upward. The bank's
credit risk profile is modest as loans, comprised primarily of
residential mortgages, account for less than 30% of total
assets. The bulk of the loan portfolio is originated in Bermuda.
Asset quality indicators have improved with the complete
disposition of loans from discontinued operations and the
strengthening of the bank's credit policies. The recent rise in
NPAs is primarily attributed to the deterioration of three hotel
loans. One of these loans was fully repaid in early 2003 and the
bank expects to resolve the remaining NPAs without significant
losses. Large holdings of placements with highly rated banks and
high grade investment securities reflect well on balance sheet
liquidity. Our ratings also take into account Butterfield's
relatively small size.

     Rating upgraded Bank of N.T. Butterfield & Son

      -- Individual to 'B' from 'B/C'.

     Ratings affirmed: Bank of N.T. Butterfield & Son

      -- Long-term 'A';

      -- Subordinated debt 'A-';

      -- Short-term 'F1';

      -- Support '4';

      -- Outlook 'Stable'.


BETHLEHEM STEEL: USWA Applauds Healthcare Safety Net Legislation
----------------------------------------------------------------
The United Steelworkers of America (USWA) applauded emergency
approval of the Health Insurance Coverage Availability Act (H.B.
1100) made Monday by the Maryland General Assembly to extend a
safety net for 19,000 retired steelworkers whose healthcare
benefits were terminated by Bethlehem Steel on Mar. 31.

The bill now goes to the Governor for signature. H.B. 1100 will
provide the first state-based option for Bethlehem Steel
retirees to make use of the tax credit for a qualifying plan.

Ernest 'Billy' Thompson, Director, USWA Dist. 8 and John Cirri,
Local 9477 President, both representing the active and retired
steelworkers employed at Bethlehem Steel's Sparrows Point,
praised the legislative action in a joint statement.

"The Maryland legislators took an important step in responding
to the desperate need of thousands of steelworker retirees by
extending a safety net of available state insurance coverage to
those who choose to participate. It's no exaggeration to say the
passage of this bill may literally save lives, because it will
extend healthcare coverage to many retirees who would not be
able to survive without it."

They said this legislation would insure that Medicare-eligible
retirees who have lost healthcare coverage would have the right
to buy a Medigap policy regardless of their medical history. The
union leaders noted the bill also opens the newly established
Maryland Health Insurance Plan (MHIP) to individuals eligible
for the Health Insurance Tax Credit (HITC) under trade
legislation passed by Congress last year.

Thompson and Cirri said that although the benefits available
under the state health plan are relatively modest with high
deductibles and significant co-insurance requirements -- the
opportunity to enroll in the plan is a valuable alternative to
COBRA for many Bethlehem Steel retirees because of its lower
cost.

MHIP will become available to the steelworker retirees on
July 1, 2003.

The USWA said it supports efforts to add options that will allow
steelworker retirees to obtain affordable coverage and qualify
for the federal tax credit, while extending assistance to those
Bethlehem Steel retirees who are not covered by this
legislation.

Because they are not eligible for the federal tax credit, the
state legislation does not help retirees who are eligible for
Medicare and have a spouse who is not eligible for Medicare. Nor
does the legislation assist those retirees who are under age 55.

Bethlehem Steel filed for bankruptcy under Chapter 11 of the
federal bankruptcy code on Oct. 15, 2001. The sale of the
majority of the company's steelmaking assets to International
Steel Group is currently under jurisdiction of the Bankruptcy
Court.

The U.S. Trade Adjustment Assistance Reform Act of 2002
established a Health Insurance Tax Credit (HITC) for those
affected by trade and the loss of retiree healthcare. It
provides a benefit equal to 65 percent of the health insurance
premiums paid by retirees between the ages of 55 and 65
receiving a pension from the Pension Benefit Guarantee
Corporation (PBGC).

Eligible retirees can apply the 65 percent HITC credit to their
COBRA premiums, which would reduce the cost of COBRA coverage
for a non-Medicare eligible couple from $859 per month to around
$300 per month.

Testifying last week before a state senate committee in support
of the bill were: U.S. Rep. C.A. "Dutch" Ruppersberger; Jim
Strong, USWA subdistrict director in Baltimore; Don Kellner,
vice president, Steelworkers Organization of Active Retirees
(SOAR) who worked 44 years at Sparrows Point; and Andrew Plitt,
a retired steelworker with 33 years. A busload of retired
steelworkers from Sparrows Point helped rally support with the
legislators on April 2.

Strong said leaders in the Maryland House of Delegates who
deserve special recognition for sponsoring the legislation were
Peter Hammen (46th Dist.) and Shane E. Pendergrass (13th Dist.);
with the main supporters in the State Senate being Thomas "Mac"
Middleton (28th Dist.), Norman Stone (6th Dist.), and George
Della, Jr. (46th Dist.).


BETHLEHEM STEEL: Court Allows Payment of $27MM ISG Break-Up Fee
---------------------------------------------------------------
Bethlehem Steel Corporation and its debtor-affiliates seek the
Court's authority to pay a $27,000,000 break-up fee and
reimburse up to $5,000,000 of ISG's expenses in the event ISG
will not become the Successful bidder.

George A. Davis, Esq., at Weil, Gotshal & Manges, in New York,
explains that the Break-Up Fee and the Expense Reimbursement are
beneficial to the Debtors' estates and creditors because the
Payments provide an incentive for a potential stalking horse
bidder to pitch a higher bid before the Auction.  To the extent
bids are improved before the Auction, Mr. Davis says, a higher
floor is established for further bidding at the Auction.  Thus,
even if ISG ultimately is not the successful bidder, the Debtors
and their estates will have benefited from the higher floor
established by the improved bid.

Mr. Davis notes that any Break-Up Fee will only be paid from the
proceeds actually received by the Debtors' estates from the
closing of an alternative transaction identified at the Auction.

Mr. Davis assures the Court that the Break-Up Fee was negotiated
at arm's length.  The Break-Up Fee should be approved because:

    -- it is reasonable in relation to the size of the proposed
       sale.  Specifically, the Break-Up Fee is less than 3% of
       the Purchase Price;

    -- it does not hamper any other party from offering a higher
       or better bid; and

    -- ISG has undertaken extensive work in investigating,
       negotiating, and drafting the Agreement and related
       documents.

                 Committee Says Fee Is Excessive

The Official Committee of Unsecured Creditors does not object to
ISG's receiving a break-up fee if the Debtors walk away from the
ISG Purchase Agreement in favor of a better deal.  However, the
Committee questions the size of the Break-Up Fee.

James C. McCarroll, Esq., at Kramer Levin Naftalis & Frankel
LLP, in New York, points out that $27,000,000 is almost twice
the $15,000,000 offered to unsecured creditors.  It is nearly
thrice as much as ISG's $10,000,000 deposit, which is also the
maximum liquidated damages payable by ISG in the event it
breaches the Purchase Agreement.  If the Debtors walk away from
the deal, they pay ISG $27,000,000 plus expenses up to
$5,000,000.  But if ISG walks away from the deal, it pays the
Debtors only $10,000,000.

The Committee insists that the Debtors provide an analysis
showing that the $27,000,000 Break-Up Fee is necessary,
appropriate and reasonable in the circumstances of this case.

                         *     *     *

Notwithstanding the Committee's objection, Judge Lifland permits
the Debtors to pay ISG a $27,000,000 Break-Up Fee and reimburse
up to a maximum of $5,000,000 of ISG' expenses. (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.


BUDGET GROUP: Exclusivity Extension Hearing to Convene April 21
---------------------------------------------------------------
Robert S. Brady, Esq., at Young Conaway Stargatt & Taylor LLP,
in Wilmington, Delaware, informs the Court that since the
Petition Date, Budget Group Inc., and debtor-affiliates have:

  A. negotiated and received approval for three highly complex
     postpetition financing facilities providing for
     $2,000,000,000 in financing;

  B. negotiated and consummated the North American Sale,
     including the assumption and assignment of more than 7,000
     contracts;

  C. negotiated and received approval for a complicated and
     critical settlement with their surety bond provider;

  D. negotiated and consummated the EMEA Sale;

  E. managed critical vendor relationships with airports and
     other critical vendors; and

  F. performed all the tasks required by the Chapter 11 process
     including noticing and reporting.

In particular, during the period since the Second Exclusivity
Order, the Debtors have:

  A. negotiated and closed the sale of substantially all of the
     Debtors' remaining assets relating to its operations in
     Europe, the Middle East and Africa, otherwise known as the
     EMEA Operations, which included the assumption of certain
     of the obligations outstanding under the EMEA DIP Facility
     established in connection with the EMEA Sale and the
     analysis and resolution of numerous issues arising under
     various foreign non-bankruptcy laws;

  B. coordinated and managed the various post-closing issues
     related to the North American Sale and EMEA Sale, including
     overseeing the transition of the Debtors' going forward
     businesses into the new purchasing entities;

  C. established a Claims Bar Date; and

  D. begun to address the value allocation and claim
     quantification issues that will be central to an effective
     plan of reorganization.

According to Mr. Brady, both the EMEA Sale and the North
American Sale were structured as going concern sales of assets
held by numerous Debtor-entities in different parts of the world
and, with respect to the EMEA Sale, in various judicial
insolvency proceedings.  The structure of the Sales and the
nature of the relationships among the various debtor entities,
along with the concurrent UK Administration of BRACII's estate,
present highly complex issues regarding the allocation of the
proceeds from the Sales among the Debtors' estates, including
the BRACII estate. Since the closings of these Sales, the
Debtors, the Committee and the UK Administrator, along with
their professionals, have engaged in a cooperative dialogue that
the parties hope will result in an agreed allocation of the sale
proceeds among the various Debtors' estates, and will thereby
provide a basis for a consensual Chapter 11 plan.

Pursuant to an order dated February 24, 2003, Mr. Brady recounts
that the Court established April 30, 2003 as the last day that
creditors asserting claims against the Debtors' estates can file
a proof of claim in these Chapter 11 cases.  As part of the
establishment of this bar date, the Debtors have been working
with the Committee to ensure that notice of the Claims Bar Date
is sent to the largest possible audience, including publishing
the notice in the national and global editions of The Wall
Street Journal and the national editions of The New York Times
and USA Today.  In addition to establishing a Claims Bar Date,
the Debtors, with the help of their court-appointed claims
agent, continue to manage and analyze the claims filed against
the Debtors' estates and the transfer of claims to various
creditors.

Notwithstanding the open claims and allocation issues involving
their estates, Mr. Brady states that the Debtors and the
Committee are working together to develop a framework for the
Debtors' Chapter 11 plan.  Additionally, the Debtors and the
Committee have engaged the UK Administrator to determine the
best structure for achieving symmetrical plans and processes in
the United States and the United Kingdom.

Since the closings of the Sales, the Debtors have been involved
with resolving various issues arising in connection with the
transfer of substantially all of the Debtors' assets.
Specifically, the Debtors have assessed and managed the
remaining corporate and bankruptcy issues accompanying the
Sales.  These post-closing issues included:

  A. negotiating and executing various agreements and associated
     documentation relating to the transition of the Debtors'
     ongoing business, trademark, management and personnel into
     the new entities;

  B. satisfying the various state, federal and foreign
     regulatory requirements relating to a change of control in
     the Debtors' operations;

  C. addressing matters not originally contemplated by the ASPA
     and APA, including assumption of certain liabilities and
     payment of certain obligations asserted against the
     Debtors' estates and the UK Administration; and

  D. working to resolve the remaining objections asserted by
     parties to those contracts the Debtors assumed and assigned
     pursuant to the ASPA and the APA.

Accordingly, the Debtors ask the Court for another extension of
their Exclusive Periods.  The Debtors want their exclusive
period to file a plan extended through and including June 2,
2003 and their exclusive period to solicit acceptances of that
plan until August 1, 2003.

Mr. Brady assures the Court that the requested extension will
not prejudice the legitimate interests of any creditor as the
Debtors continue to timely pay all of their postpetition
obligations.

The Court will convene a hearing on April 21, 2003 at 10:30 a.m.
to consider the Debtors' request.  By application of
Del.Bankr.LR 9006-2, the Debtors' exclusive filing period is
automatically extended through the conclusion of that hearing.
(Budget Group Bankruptcy News, Issue No. 18; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


CANNONDALE: Court Clears Asset Sale Pact with Pegasus Partners
--------------------------------------------------------------
Cannondale Corporation (BIKEQ.PK) announces that on March 28,
2003 the U.S. Bankruptcy Court for the District of Connecticut
(Bridgeport Division) approved the Asset Purchase Agreement by
and between Cannondale and Pegasus Partners II, L.P.  Pursuant
to the terms of the Asset Purchase Agreement, substantially all
of Cannondale's assets, including the Company's bicycle and
motorsports divisions are to be purchased by affiliates of
Pegasus. The sales of the assets of both divisions were
conducted pursuant to an auction under Section 363 of the United
States Bankruptcy Code and will be sold free and clear of all
liens, claims, interests and encumbrances. The Company
anticipates closing the asset purchases prior to the end of
April 2003.

Cannondale filed a voluntary petition for chapter 11 bankruptcy
protection on January 29, 2003. Cannondale's largest secured
creditor, Pegasus had agreed in late January to act as the
"stalking horse" bidder in the sale. At that time, Pegasus
stated its commitment to working with current management and
operating the bicycle business as a going concern. Pegasus has
indicated that it does not intend to operate the motorsports
division.

Based on the terms of the Asset Purchase Agreement, the Company
believes that there will be insufficient funds from the proceeds
of the asset sale to fully satisfy the claims of its creditors.
Accordingly, Cannondale also believes that its equity has no
value and that its existing stockholders will not receive any
distributions on account of their shares of common stock in
connection with the resolution of the bankruptcy case.

Cannondale is the world's leading manufacturer of innovative,
high- performance, lightweight aluminum bicycles, successfully
marketing its bicycles and cycling accessories in more than 70
countries worldwide.

Pegasus Capital Advisors, L.P., based in Greenwich, Connecticut,
is a private equity investment firm with approximately $800
million under management.


CANWEST GLOBAL: Aussie Unit's H2 2002 Results Show Better EBITDA
----------------------------------------------------------------
CanWest Global Communications Corp., announced that Network TEN,
Australia, in which the company holds a 57.2% economic interest,
reported record earnings before interest, taxes, depreciation
and amortization (EBITDA) of A$115 million for the six-month
period ended February 28, 2003, an increase of 15% from the
corresponding period last year. Revenues for the six-month
period were A$355 million, up 12% compared to the same period
last year.

"These are outstanding results," said Network TEN's Executive
Chairman, Nick Falloon. "Given that the Australian TV ad market
achieved only marginal growth over the same period, TEN's
performance shows continued momentum." Falloon noted that TEN
increased its share of the television advertising market to
28.9% in the second half of calendar 2002 from 26% in the
corresponding period a year earlier.

The increases in revenues and market share clearly reflect TEN's
gains in ratings, both in its target demographic of 16-39 year
olds and with wider audiences, through its successful mix of
domestic drama, light entertainment, reality shows and sports.

CanWest's President and CEO, Leonard Asper, expressed
satisfaction with the sustained success of TEN's television
operations, whose EBITDA margin, at 35%, continues to lead the
Australian television industry. "TEN has demonstrated consistent
success with its winning program schedule and a solid return on
its significant investment in new, primarily Australian,
programming over the past two years," said Asper. "On top of
that, TEN continues to maintain tight control over its operating
costs, and is well positioned to make further gains in the
upcoming new Australian television season." Mr. Asper added that
the 8% year-over-year appreciation in the average exchange rate
of the Australian dollar relative to the Canadian dollar for the
six-month period will further increase TEN's contribution to
CanWest's mid-year results, due to be released later this month.

Falloon is cautiously optimistic about the second half of 2003.
While the core of TEN's programming schedule has yet to launch,
the advertising market remains unpredictable due to the ongoing
war in Iraq.

EBITDA from Eye Corp, TEN's out-of-home advertising business,
increased by 8% to A$2.6 million for the six-month period.
Revenues were 11% lower than for the same period last year,
reflecting the continued difficult market conditions in that
sector, but operating costs were reduced by 12%, reflecting the
progress made by new management at Eye Corp.

TEN also recently issued US$125 million of ten-year senior
unsecured notes through a private placement in the United
States. Falloon noted that the debt placement provides TEN with
added financial flexibility, and the success of the placement is
a ringing endorsement from the financial markets on the long-
term growth strategy of TEN.

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

                         *   *   *

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

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


CENTENNIAL HEALTH: Hires Dickstein Shapiro as Insurance Counsel
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Georgia
gave its stamp of approval to Centennial Healthcare Corporation
and its debtor-affiliates' application to employ Dickstein
Shapiro Morin & Oshinsky LLP as their special insurance coverage
counsel.

The Debtors anticipate that Dickstein Shapiro's services will
focus on insurance coverage matters and include:

     a. investigating and analyzing the Debtors' potentially
        available insurance assets;

     b. rendering advice to the Debtors concerning their pursuit
        of potentially available insurance assets;

     c. reviewing and analyzing insurance-related applications,
        orders, operating reports, schedules and other materials
        filed and to be filed by the Debtors or other interested
        parties in this case;

     d. representing the Debtors at hearings to be held before
        this Court on insurance coverage matters;

     e. assisting in litigation concerning insurance coverage;

     f. assisting generally with respect to insurance coverage
        matters during this proceeding and in the formulation of
        the Plan of Reorganization by providing services as may
        be in the Debtors' best interests; and

     g. performance of all other appropriate legal services
        related to Dickstein Shapiro's representation of the
        Debtors.

Dickstein Shapiro assures the Court that it does not hold any
adverse interest in connection with this case or hold or
represent any interest adverse to the Debtors with respect to
the insurance coverage matters for which Dickstein Shapiro will
be specially employed.

At present, the hourly rates for professionals who may be
assigned to this proceeding range from:

          partners              $350 to $600 per hour
          associates            $195 to $350 per hour
          paraprofessionals     $95 to $175 per hour

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.


CHAMPIONLYTE: Will Rename Company to ChampionLyte Holdings
----------------------------------------------------------
ChampionLyte Products, Inc.'s (OTC Bulletin Board: CPLY) board
of directors has approved a resolution to change the name of the
Company to ChampionLyte Holdings Company, Inc. The company does
not anticipate the stock symbol, CPLY, will change.

The Company also said it has formed a new beverage division,
ChampionLyte Beverages, Inc., a Florida Corporation, to handle
the marketing, sales and distribution of ChampionLyte(R), the
first completely sugar-free entry into the multi-billion dollar
isotonic sports drink market. A president of that division, a
former Snapple executive, is expected to be announced within the
next week.

The Company said the new name better reflects the direction the
newly restructured entity is moving towards, including possible
acquisitions or strategic partnerships in both the beverage and
food services industries. The Company continues to emphasize
that while they have effected significant reductions of
liabilities with vendors and creditors as well as drastically
cut overhead, its ability to secure financing remains a critical
factor in future success. Additionally, the Company increased
its authorized shares of common stock to 200 million.

ChampionLyte Products, Inc., is a fully reporting public company
whose shares are quoted on the OTC Bulletin Board under the
trading symbol CPLY. Its primary product, ChampionLyte(R) is the
first completely sugar-free entry into the isotonic sports drink
market.

At September 30, 2002, Championlyte Products' balance sheet
shows a working capital deficit of about $1 million and a total
shareholders' equity deficit of about $9 million.


CHART INDUSTRIES: Lenders Extend Default Waiver Until Month-End
---------------------------------------------------------------
Chart Industries, Inc., (NYSE:CTI) received approval from its
lenders to amend its senior debt agreements to waive all
defaults and defer until April 30, 2003, all debt payments that
were due on March 31, 2003.

The Company's lenders have amended its senior debt agreements to
provide for a temporary waiver of all defaults through April 30,
2003, including all financial covenant violations that existed
as of December 31, 2002 and March 31, 2003. In addition, the
amendment defers until April 30, 2003, $16.3 million of
scheduled senior debt payments originally due March 31, 2003. If
agreement on the terms of a debt restructuring can be reached by
April 30, 2003, the waiver of defaults and deferral of debt
payments will be extended until June 30, 2003. The amendment
also grants approval for the Company to sell certain small
product line assets, the net proceeds of which can be used to
fund debt interest payments and certain operational
restructuring costs, with the balance available for general
working capital requirements.

Information obtained from http://www.LoanDataSource.comshows
that CHART INDUSTRIES, INC., and CHART HEAT EXCHANGERS LIMITED,
as Borrowers, and a number of subsidiary-guarantors, are party
to a Credit Agreement dated as of April 12, 1999, with a
consortium of lenders comprised of:

     * JPMORGAN CHASE BANK,
          individually and as Administrative Agent
     * NATIONAL CITY BANK
     * BANK ONE NA
     * VAN KAMPEN PRIME RATE INCOME TRUST
          by Van Kampen Advisory Investment Corp.
     * SENIOR DEBT PORTFOLIO
          by Boston Management and Research, as
          Investment Advisor
     * U.S. BANK NATIONAL ASSOCIATION
     * UNION BANK OF CALIFORNIA, N.A.
     * FLEET NATIONAL BANK
     * GENERAL ELECTRIC CAPITAL CORPORATION
     * HARRIS TRUST AND SAVINGS BANK
     * THE HUNTINGTON NATIONAL BANK
     * ENDEAVOUR, LLC
     * CITIZENS BANK OF MASSACHUSETTS
     * BANK AUSTRIA CREDITANSTALT CORPORATE FINANCE, INC.
     * FIRST MERIT BANK N.A.
     * KEYBANK NATIONAL ASSOCIATION
     * KZH RIVERSIDE LLC
     * KZH STERLING LLC
     * KZH CYPRESSTREE -- 1 LLC
     * CENTURION CDO I, LIMITED
          by American Express Asset Management Group
          Inc. as Collateral Manager
     * CENTURION CDO II, LIMITED
          by American Express Asset Management Group
          Inc. as Collateral Manager
     * CENTURION CDO III, LIMITED
          by American Express Asset Management Group
          Inc. as Collateral Manager
     * CENTURION CDO IV, LIMITED
          by American Express Asset Management Group
          Inc. as Collateral Manager
     * CENTURION CDO VI, LTD
          by American Express Asset Management Group
          Inc. as Collateral Manager

Lawyers at Milbank, Tweed, Hadley & McCloy LLP, serve as special
New York counsel to JPMorgan Chase Bank.

Arthur S. Holmes, Chairman and Chief Executive Officer
commented, "The Company continues to be engaged in active
negotiations with its lenders toward an appropriate
restructuring of the Company's senior debt." The Company can
give no assurance that it will be able to reach agreement on a
debt restructuring by April 30, 2003 or ultimately consummate
such a transaction. If the Company is unable to successfully
restructure its senior debt, it may be required to pursue other
restructuring alternatives. Since the terms of the amendment do
not extend through January 1, 2004, $256.9 million of the
Company's senior debt is required to be classified as a current
liability on its consolidated balance sheet and the Company's
independent accountants will issue a "going concern"
qualification to their opinion on the Company's financial
statements for the year ended December 31, 2002.

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

For more information on Chart Industries, Inc., visit the
Company's Web site at http://www.chart-ind.com


CNH GLOBAL: Completes $2-Billion Debt Reduction Transaction
-----------------------------------------------------------
CNH Global N.V., (NYSE: CNH) completed the issuance of $2
billion of convertible perpetual preferred securities to a
financial affiliate of CNH's majority shareholder, Fiat S.p.A.
The company used the proceeds of the transaction to repay
Equipment Operations indebtedness owed to Fiat Group companies.

CNH benefits substantially from this transaction.  The
securities carry an annual dividend rate of 0.0% until
January 1, 2005.  Since dividends are payable annually in
arrears, CNH will have no payment due until mid-2006.  By
retiring $2 billion of Equipment Operations debt coming due
through 2005, CNH gains ample financial liquidity.  Of the total
debt repaid, $1.3 billion was to mature in 2003.

On a December 31, 2002 pro forma basis, Equipment Operations net
debt drops to a level of about $1.5 billion, and the company's
net debt-to-capitalization ratio drops from 56% to 24%.
Interest expense should be reduced by nearly $100 million on an
annual pre-tax basis.

CNH is the number one manufacturer of agricultural tractors and
combines in the world, the third largest maker of construction
equipment, and has one of the industry's largest equipment
finance operations.  Revenues in 2002 totaled $10 billion.
Based in the United States, CNH's network of dealers and
distributors operates in over 160 countries.  CNH agricultural
products are sold under the Case IH, New Holland and Steyr
brands.  CNH construction equipment is sold under the Case,
FiatAllis, Fiat Kobelco, Kobelco, New Holland, and O&K brands.
Visit the Company's Web site at http://www.cnh.com

                         *    *    *

As reported in Troubled Company Reporter's March 31, 2003
edition, CNH Global N.V. (BB/Stable/-) announced that the
company's shareholders had approved plans to reduce the
company's net debt by $2 billion through the issuance of
convertible perpetual preferred securities to a financial
affiliate of CNH's majority shareholder, Fiat S.p.A.
(BB+/Negative/B).

The company expects to use the proceeds of the transaction to
repay Equipment Operations indebtedness owed to Fiat Group
companies. On a December 31, 2002 pro forma basis, Equipment
Operations net debt will drop to a level of about $1.5 billion,
and the company's net debt-to-capitalization ratio will drop
from 56% to 24%.


CONSECO INC: TOPrS Committee Earns Approval to Hire Fox-Pitt
------------------------------------------------------------
The Official Committee of Conseco Trust Originated Preferred
Debtholders has obtained permission from the Court to engage
Fox-Pitt, Kelton as its Insurance Company Valuation Expert
because of its expertise and specialization within the insurance
industry.

Fox-Pitt is a wholly owned subsidiary of Swiss Reinsurance.
Fox-Pit is an internationally recognized investment banking firm
with five offices located throughout the world employing more
than 225 professionals.  Additionally, Fox-Pitt maintains a
presence in the capital markets and has one of the largest
coverage of research in the financial services sector.  Over the
last three years, Fox-Pitt's investment banking group has been
involved in more than 100 assignments with a gross value
exceeding $100,000,000,000.

Fox-Pitt is expected to:

    a) analyze the Debtors' valuation of their insurance company
       subsidiaries;

    b) prepare valuations of the insurance subsidiaries;

    c) advise the Committee on the analyses performed;

    d) prepare a written report for the Committee on its
       findings; and

    e) provide court testimony on the valuation of the insurance
       subsidiaries.

Fox-Pitt will charge a $175,000 monthly fee and a $500,000
completion fee.  Fox-Pitt will also seek reimbursement for all
reasonable out-of-pocket expenses. (Conseco Bankruptcy News,
Issue No. 13; Bankruptcy Creditors' Service, Inc., 609/392-0900)

DebtTraders reports that Conseco Inc.'s 10.750% 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.


COUNCIL TRAVEL: Follows Carroll from Olshan to Arent Fox
--------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
gave its stamp of approval to Council Travel Services, Inc., and
its debtor-affiliates' application to employ Arent Fox Kintner
Plotkin & Kahn, PLLC as their attorneys.

The Debtors relate that they previously employed Olshan Grundman
Frome Rosenzweig & Wolosky LLP.  Schuyler G. Carroll, Esq., was
the lead lawyer at Olshan Grundman with direct responsibility
for the representation of the Debtors.  Effective January 6,
2003, Mr. Carroll withdrew from Olshan Grundman and was admitted
to Arent Fox Kintner Plotkin & Kahn.

When the Company learned of Mr. Carroll's departure from Olshan
Grundman, the Debtors indicated their desire to continue to be
represented by Mr. Carroll and asked Mr. Carroll if Arent Fox
would be willing and able to substitute as counsel to the
Debtors in place of Olshan Grundman.  Arent Fox agreed.

Arent Fox is expected to:

     a) provide the Debtors with legal counsel with respect to
        their powers and duties as debtors-in-possession in the
        continued operation of their business during these
        Chapter 11 cases;

     b) provide the Debtors with legal counsel with respect to
        their duty to maximize the value of estate assets and
        maximize the return to creditors;

     c) prepare on behalf of the Debtors all necessary
        applications, answers, orders, reports, and other legal
        documents which may be required in connection with these
        Chapter 11 cases;

     d) provide the Debtors with legal services with respect to
        formulating and negotiating a plan of reorganization
        with creditors; and

     e) perform such other legal services for the Debtors as may
        be required during the course of these Chapter 11 cases,
        including but not limited to, the sale of assets, the
        institution of actions against third parties, objections
        to claims, and the defense of actions which may be
        brought by third parties against the Debtors.

Schuyler G. Carroll, Esq.'s hourly rate is $395 per hour. Other
Arent Fox professionals and paraprofessionals presently are
billed as:

          Members                  $340 - $590 per hour
          Of Counsel               $340 - $580 per hour
          Associates               $175 - $395 per hour
          Legal Assistants         $165 - $190 per hour

Council Travel is America's leader in student travel.  The
Company filed for chapter 11 bankruptcy protection on February
05, 2002 (Bankr. S.D.N.Y. Case No. 02-10509).


COVANTA ENERGY: Tinkering with Standby Bond Purchase Agreement
--------------------------------------------------------------
Covanta Energy Corporation and its debtor-affiliates ask the
Court to authorize Covanta Babylon, Inc. to enter into an
amendment dated March 25, 2003 to a Standby Bond Purchase
Agreement dated as of April 8, 1998.  The Amendment provides,
among other things, that:

    (a) April 6, 2004 will be substituted as the Final
        Termination Date of the Standby Agreement; and

    (b) the Commitment Fee due and owing on a regular basis by
        Covanta Babylon to JPMorgan pursuant to the Standby
        Agreement, will be amended from "0.25 of 1% per annum"
        on the average daily amount of the Available Commitment
        of JPMorgan during certain periods to "0.40 of 1% per
        annum."

According to James L. Bromley, Esq., at Cleary, Gottlieb, Steen
& Hamilton, in New York, the Standby Agreement relates to the
$80,220,000 Town of Babylon Industrial Development Agency Weekly
Adjustable/Fixed rate Demand Resource Recovery Bonds, Series
1998 by and between JPMorgan Chase Bank and Covanta Babylon.
The Agency issued the 1985 Bonds to finance the cost to acquire,
establish, construct, improve, maintain, equip and furnish a
certain mass burn solid waste disposal and electric power
generating and resource recovery facility.

Pursuant to a Service Agreement dated as of December 1, 1985, as
amended from time to time, Covanta Babylon agreed to operate and
maintain the Facility for the processing of certain types of
waste to be delivered to the Facility by the Town of Babylon.
In the Service Agreement, the Town agreed to pay or reimburse
Covanta Babylon for, among other things, all amounts due to
JPMorgan under the Standby Agreement.

In 1995, Mr. Bromley informs Judge Blackshear that the Town
determined that it could lower its overall cost of service
significantly by refinancing the 1985 Bonds with a combination
of insured variable rate taxable bonds to be issued in 1995 and
an interest rate swap agreement.  In 1998, the Town again
decided to refinance and issued the 1998 Bonds pursuant to the
Supplemental Indenture of Mortgage and Trust, dated as of
April 1, 1998.  The 1998 Bonds were again insured variable rate
tax-exempt bonds. The 1995 Bonds bore interest and the 1998
Bonds bear interest, at a variable rate to maximize the Town's
ability to benefit from interest rate fluctuation.  The mechanic
for adjusting the rate requires that the Bonds be remarketed
from time to time as the 1998 Indenture required.

Because of legal constraints on the Town's ability to execute
certain agreements to effect these transactions, Covanta Babylon
agreed to execute certain agreements in order to permit the
transactions to proceed and for the Town to realize the savings
associated with the refinancings, in exchange for, among other
things, certain protections relating to costs associated with
the agreements.  The fees owed to financial institutions
participating in the transactions, as well as the debt service
on the refunding bonds, were to be paid or reimbursed by the
Town, as it was the real party-in-interest.

Mr. Bromley tells the Court that one of the 1995 transaction
requirements was that AIG Financial Products Corporation would
provide a guarantee of liquidity with respect to the 1998 Bonds.
Pursuant to the Liquidity Guarantee, AIG agreed to provide
liquidity for the bonds in the form of a standby commitment from
a third party to purchase bonds in the event the bonds could not
be remarketed.  This led to Covanta Babylon and JPMorgan's entry
into the Standby Agreement to provide immediately available
funds to purchase certain 1998 Bonds tendered from time to time
pursuant to the terms of the Indenture.

Pursuant to the Standby Agreement, JPMorgan is entitled to a
Commitment Fee from Covanta Babylon of 0.25 of 1% per annum of
certain amounts made available by JPMorgan in exchange for
JPMorgan's agreement to provide funding for certain tendered
1998 Bonds.  Pursuant to the Service Agreement, the Town is
obligated to pay or reimburse the Commitment Fee.

Under the Standby Agreement, Mr. Bromley notes that, should any
1998 Bonds be purchased with funds JPMorgan made available
pursuant to the terms of the Standby Agreement, JPMorgan is
entitled to reimbursement of the accrued interest component, if
any, of the Purchase Price of the bonds on the next succeeding
date the interest payment is due for that bond, the interest to
be included in the interest paid on the bond on that date.

In addition, the 1998 Indenture provides that, should the
Standby Agreement terminate on its own or pursuant to certain
other events, then the business day before the termination,
those 1998 Bonds subject to purchase under the Standby Agreement
will be purchased or deemed purchased by JPMorgan pursuant to
the terms of the mandatory tender by the then-holders of those
1998 Bonds at a purchase price equal to the principal amount
thereof plus accrued interest, if any.

Pursuant to the Standby Agreement, should JPMorgan purchase
certain of the 1998 Bonds pursuant to a mandatory tender
triggered by the termination of the Standby Agreement, the
interest rate on the accrued interest component due and owing to
JPMorgan would be subject to an increase of 2%.  Moreover, the
"Purchase Period" ends, among other ways, on the Final
Termination Date, which the Standby Agreement defines as
April 8, 2003.

Given these circumstances, Mr. Bromley contends that the Standby
Agreement must be amended so as not to trigger the mandatory
tender for the 1998 Bonds on April 7, 2003 and thus increase the
interest rate on the Purchased Bonds by 2% over the applicable
rate.

On March 10, 2003, Covanta Babylon and JPMorgan entered into a
Letter Agreement providing for a short-term extension of the
Standby Agreement pending the negotiation of the Amendment and
its submission to the Court for approval.  The Letter Agreement
provides, among other things, that the Final Termination Date of
the Standby Agreement will be extended until June 9, 2003 or
until the Bankruptcy Court grants an order approving the
Amendment, whichever date is earlier.  With the exception of the
Final Termination Date, the Letter Agreement provides that the
Standby Agreement will continue in full force and effect in
accordance with its terms.

Mr. Bromley asserts that, pursuant to Section 363(b)(1) of the
Bankruptcy Code, Covanta Babylon's entry into the Amendment is
warranted because:

  (a) it prevents the incurrence of certain obligations against
      the Debtors under the terms of the Standby Agreement and
      the 1998 Indenture;

  (b) due to market conditions and Covanta's bankruptcy cases,
      JPMorgan would not enter into the Amendment without the
      increased Commitment Fee, among other terms;

  (c) the Debtors believe that the increase in the Commitment
      Fee is in accordance with fair market practice and that
      Covanta Babylon would not presently be able to negotiate
      a similar standby agreement with more favorable terms
      with another bank;

  (d) the parties to the Amendment agree that with the
      exception of the increase in the Commitment Fee, the
      remaining amendments to the Agreement represent rights
      and obligations that arose prepetition and that by
      entering into the Amendment, Covanta Babylon is not
      assuming the Standby Agreement, nor is it incurring any
      postpetition obligations or administrative costs entitled
      to administrative priority under Section 507(a)(1) of the
      Bankruptcy Code; and

  (e) as the mandatory tender is prevented, Covanta Babylon's
      cash flow and ongoing operations will be protected, and
      the estate will be protected from incurring an additional
      expense and claim against it. (Covanta Bankruptcy News,
      Issue No. 26; Bankruptcy Creditors' Service, Inc.,
      609/392-0900)


DIRECTV: US Trustee to Convene Section 341(a) Meeting on Apr. 24
----------------------------------------------------------------
Acting U.S. Trustee Roberta A. Deangelis advises the Clerk of
the Bankruptcy Court that she will convene the first meeting of
DirecTV Latin America, LLC's creditors, pursuant to 11 U.S.C.
Sec. 341(a), on April 24, 2003 at 1:30 p.m.  The Meeting will be
held at Room 2112, 2nd Floor, J. Caleb Boggs Federal Building,
844 King Street, Wilmington, Delaware.

This is the first meeting of creditors required under 11 U.S.C.
Sec. 341(a) in all bankruptcy cases.  All creditors are invited,
but not required, to attend. This Meeting of Creditors offers
the one opportunity in a bankruptcy proceeding for creditors to
question a responsible office of the Debtor under oath about the
company's financial affairs and operations that would be of
interest to the general body of creditors. (DirecTV Latin
America Bankruptcy News, Issue No. 2; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


DOMAN INDUSTRIES: KPMG Files Financial Report for March Period
--------------------------------------------------------------
Doman Industries Limited announces that KPMG Inc., the Monitor
appointed by the Supreme Court of British Columbia under the
Companies Creditors Arrangement Act ("CCAA") has filed with the
Court its report for the period ended March 31, 2003.

The report, a copy of which may be obtained by accessing the
Company's Web site http://www.domans.comor the Monitor's Web
site http://www.kpmg.ca/domancontains selected unaudited
financial information prepared by the Company for the period.


ENRON CORP: EPMI Sues Silicon Valley Power for P100 Million+
------------------------------------------------------------
By this complaint, Enron Power Marketing, Inc. asks the Court
to:

  (a) direct Silicon Valley Power to pay it an Early Termination
      Payment pursuant to Section 542(b) of the Bankruptcy Code;
      and

  (b) enter a judgment against Silicon Valley Power and award to
      EMPI, for breach of contract:

      -- an amount in excess of $100,000,000, to be determined
         at trial, plus pre-judgment interest to be calculated
         from January 2, 2002 at the rate provided for in the
         Agreement; and

      -- EPMI's costs, disbursements and reasonable attorneys'
         fees incurred in connection with this action.

According to Jonathan D. Polkes, Esq., at Cadwalader, Wickersham
& Taft, in New York, EPMI entered into a Master Energy Purchase
and Sale Agreement with the City of Santa Clara, a Chartered
California Municipal Corporation, doing business as Silicon
Valley Power, on September 10, 1999.  The Agreement contemplates
individual transactions between the parties when energy is
available for purchase or sale.

Each transaction is to be effectuated in a telephone
conversation whereby an offer and acceptance will constitute the
agreement of the parties.  The specific terms to be established
by the parties for each transaction include the Buyer and ENA,
the Delivery Term, the Contract Price, the Delivery Point, the
Contract Quantity, whether the transaction is Firm or Non-Firm,
and other terms as the parties will agree.

Mr. Polkes relates that the Agreement describes "Events of
Default" to include the failure by the Defaulting Party to make,
when due, any payment required pursuant to the Agreement if the
failure is not remedied within three business days after written
notice of the failure is delivered to the Defaulting Party, as
well as the failure by the Defaulting Party to perform any
covenant set forth in the Agreement.  The Agreement also
provides that if an Event of Default occurs at any time during
the term of the Agreement, the Non-Defaulting Party may, in its
sole discretion, for so long as the Event of Default is
continuing, designate an early termination date on which all
Transactions will terminate and withhold any payments due in
respect of the Terminated Transactions.

Upon the designation of an Early Termination Date, the Agreement
authorizes the Non-Defaulting Party to collect all outstanding
aggregate amounts owed to it and obligates the Defaulting Party
to pay the amounts in a prompt manner.  In particular, Section
4.3 of the Agreement provides that in the event an Early
Termination has been designated, the Non-Defaulting Party will
in good faith calculate its Gains, Losses and Costs resulting
from the termination of the Terminated Transactions by comparing
the value of the remaining term, Contract Quantities and
Contract Prices under each Terminated Transaction had it not
been terminated to the equivalent quantities and relevant market
prices for the remaining term.  The Non-Defaulting Party will
aggregate the Gains, Losses and Costs with respect to all
Transactions into a single net amount -- the Early Termination
Payment -- and notify the Defaulting Party.

Notwithstanding any other provision of the Agreement, if one
Party fails to pay the other Party any amounts when due, the
aggrieved Party will have the right to suspend performance under
the Agreement until the amounts plus interest have been paid or
exercise any remedy available at law or in equity to enforce
payment.  The Parties expressly agreed that their remedies would
be limited to those set forth in the Agreement.

Mr. Polkes reports that in November 2001, Silicon Valley's net
exposure to EPMI as a result of the forward transactions had
accumulated to a point which warranted a call for margin by
EPMI, as contemplated by the terms of the Agreement.  Thus, EMPI
issued a margin call amounting to $79,250,000.  However, Silicon
Valley failed to satisfy the margin call.  "This failure to pay
triggered an Event of Default under the Agreement," Mr. Polkes
points out.  Silicon Valley continued to fail to post margin as
required under the Agreement.  At no time since the initial
margin call has Silicon Valley not been obligated to post margin
under the Agreement.

Shortly after EPMI's call for Margin, Mr. Polkes notes that
Silicon Valley improperly suspended performance under the
Agreement.  Hence, Silicon Valley triggered an additional Event
of Default under the Agreement.

Thereafter, Silicon Valley acknowledged in writing that it owed
$1,010,440 to EPMI with respect to purchases and sales of
electricity made during the month of November 2001.  Under the
Agreement, the amounts were due to be paid on or before
December 20, 2001.  EPMI accordingly informed Silicon Valley
through a notice dated December 21, 2001 that its refusal to pay
the amount would trigger an additional Event of Default under
the Agreement.

Furthermore, Silicon Valley informed EPMI that it was retaining
the amounts otherwise due and owing to EPMI as security against
future EPMI payment obligations.  Mr. Polkes clarifies that
there is no provision in the Agreement that justifies Silicon
Valley's withholding of payment.

Faced with Silicon Valley's multiple defaults and enduring
refusal to cure the defaults, EPMI terminated the Agreement in a
letter dated December 28, 2001.  EPMI declared January 2, 2002
as the Early Termination Date.  Mr. Polkes contends that EPMI is
entitled to an Early Termination Payment from Silicon Valley of
more than $100,000,000.  In addition, at no time has Silicon
Valley exercised or attempted to exercise its right to terminate
the Agreement pursuant to Section 4.2 of the Agreement. (Enron
Bankruptcy News, Issue No. 61; Bankruptcy Creditors' Service,
Inc., 609/392-0900)

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.


FAO INC: Continues Morgan Joseph Engagement as Investment Banker
----------------------------------------------------------------
FAO, Inc. (Nasdaq: FAOOQ), a leader in children's specialty
retailing, reported that an article that appeared in Tuesday's
Wall Street Journal regarding the Company's emergence from
Chapter 11 inaccurately stated that the investment banking firm
of Morgan Joseph & Co., was no longer being retained by FAO,
Inc.

The Company said that Morgan Joseph & Co., has performed
excellent investment banking services on its behalf and in fact
continues as its sole investment banker. Raymond P. Springer,
Executive Vice President and Chief Financial Officer said, "We
are very pleased with the advice and assistance given to us
during our restructuring by the team at Morgan Joseph. As we
emerge from bankruptcy, we hope to have Morgan Joseph further
assist us in evaluating certain long term opportunities,
particularly in the areas of international licensing and
expansion."

FAO, Inc., (formerly The Right Start, Inc.) owns a family of
high quality, developmental, and 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 the 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: Brings-In RCS and DJM as Real Estate Consultants
-------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware gave FAO,
Inc., and its debtor-affiliates authority to retain Retail
Consulting Services, Inc., and DJM Asset Management LLC as their
real estate consultants.

The Debtors anticipate that the Consultants will:

     i) contact and negotiate on behalf of the Debtors' rent
        reductions, terminations or other modifications of the
        Leases with the Debtors' landlords;

    ii) work with lessors and the Debtors to document accurately
        all modification agreements;

   iii) create a lease portfolio book with regard to the Leased
        Properties;

    iv) conduct an in-depth analysis of the Debtors' leased
        real estate assets;

     v) market surplus real estate, including the development of
        a marketing plan for such properties;

    vi) coordinate and organize bidding procedures for the sale
        and assignment of any Leases;

   vii) use their best efforts to negotiate reduction of claims
        filed against the Debtors pursuant to section 502(b)(6)
        of the Bankruptcy Code;

  viii) negotiate waivers, reductions and terms of prepetition
        cure amounts due under Leases at the time of assumption;

    ix) provide court testimony and attend court hearings as
        necessary; and

     x) provide other real estate consulting services as may be
        requested from time to time.

The Consultants professional compensation will be based upon a
customary flat percentage and hourly rate. Specifically:

  a) for negotiating a reduction of rent the Consultants will
     receive 4% of the difference between the original rental
     amount and the negotiated rental terms;

  b) if the Consultants procure savings of more than $2,000,000,
     their compensation will be increased to 5%;

  c) for successfully negotiating the disposal of a Lease, the
     Consultants will receive 5% of the Gross Proceeds;

  d) if the Consultants negotiate other favorable non-monetary
     changes to the terms and conditions of the Leases, the
     Consultants will receive $3,000 per Lease; and

  e) for Consulting services otherwise covered, an hourly fee of
     $250.

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 COMPANIES: Wins OK to Honor Employee Benefit Obligations
----------------------------------------------------------------
Fleming Companies, Inc., and its debtor-affiliates seek the
Court's authority to pay their obligations under various
employee benefit programs.

Before the Petition Date, the Debtors offer their employees a
number of benefit programs:

                 Health and Welfare Benefit Plans

The Debtors administer several health and welfare benefit plans
on behalf of their current and certain former employees and
their covered dependents, including medical, dental, vision,
long-term disability and life insurance benefits, and to the
extent required, COBRA medical continuation coverage.  The
health and dental benefits are primarily self-insured by the
Debtors.

The Debtors estimate that the aggregate annual expenditure under
the Health Benefit Plans is $56,000,000 -- $46,000,000 of which
is attributable to the Fleming Debtors and $10,000,000 of which
is attributable to the Core-Mark Debtors.  However, because of
the manner in which the expenses are incurred and claims are
processed under the Health Benefit Plans, the Debtors find it
difficult to determine the accrued obligations under the Health
Benefit Plans outstanding.  Nevertheless, the Debtors estimate
that at any given time, the amount of incurred but outstanding
claims total $9,800,000 -- $8,000,000 of which is contributable
to the Fleming Debtors and $1,800,000 of which is attributable
to the Core-Mark Debtors.

Aside from the self-insured plan maintained by the Core-Mark
Debtors, some Canadian Core-Mark operations also provide their
employees with a separate health and welfare program.
Specifically, each Canadian province provides employer-paid,
fully inured basic health and welfare coverage to its citizens.
The Core-Mark Debtors are current on their premium obligations
under these Canadian programs and any outstanding prepetition
obligation is de minimis.

As requested or required by law, the Debtors also make certain
deductions from their employee wages for flexible spending
plans, charitable donations, and wage garnishments.  As of the
Petition Date, the Debtors are required to remit a de minimis
amount on behalf of their employees.

                     Retirement Benefits

(a) 401(k) Plan

The Debtors sponsor and maintain a tax-qualified defined
contribution 401(k) savings plan, which provides eligible
employees the opportunity to make pre-tax salary deferral
contributions.  The amounts contributed to the 401(k) Plan are
later distributed to the eligible participants and their
beneficiaries upon qualification.  The Debtors' employees with
three months continuous full-time employment or 12 months of
employment working at least 1,000 hours are eligible to
participate in the 401(k) Plan.  For unionized employees,
participation is permitted only if the collective bargaining
agreement between the union and the Debtors so provides.

Under the 401(k) Plan, the Debtors also match certain
contributions to the 401(k) Program after three years of
employment.  Specifically, the Debtors match 100% of the first
2% of an employees' pre-tax contribution.  The Debtors continue
to match an additional 0.25% of the next 4% up to a maximum
company match of 3%.

The Debtors owe $2,200,000 on account of accrued but un-funded
401(k) matching payments.  About $1,850,000 of the amount is
attributable to the Fleming Debtors and $350,000 of which is
attributable to the Core-Mark Debtors.

(b) Pension Plan

Both the Fleming Debtors and the Core-Mark Debtors maintain
pensions plans, which have been frozen for some time.  No new
employees have been able to participate in the plans since.
Consequently, there are 5,800 participants in the frozen Fleming
Pension Plan, all of whom are current employees.  However,
Fleming Employees could opt to stay in the plan.  There are also
620 employees in the Core-Mark Pension Plan, 140 of which are
current employees.

The minimum required contribution to the Fleming Pension Plan
for 2003 is $27,100,000.  If the Fleming Debtors fail to make
their minimum contribution and maintain appropriate funding
levels they will be in violation of ERISA guidelines.

Similarly, the Core-Mark Debtors' next minimum funding
requirement is on April 15, 2003.  The Core-Mark Debtors are
scheduled to contribute $203,000.  Another payment in the same
amount is also due on July 15, 2003.

(c) Retirement Program and the SERP

The Debtors also offer a retirement program for their employees.
Through the Retirement Program, the Debtors make retirement
contributions to their employees' 401(k) account.  The amount of
contribution is based on years of employment.

The Debtors also maintain a Senior Executive Retirement Plan to
certain key management personnel.  The purpose of the SERP is
the provide pension benefits to critical personnel in excess of
what a qualified pension plan would allow.  There are currently
20 active SERP participants and an additional 45 individuals who
are retired and are receiving SERP benefits.  The active SERP
participants will become fully vested, if they are not already,
after five full years of service for the Debtors.  The Debtors'
SERP is un-funded and the amount attributed on behalf of the
SERP participants is based on a formula that considers years of
service and amount of compensation.

                Vacation and Other Paid Time Off

The Debtors provide their employees with vacation time.
Depending on seniority, each calendar year, salaried employees
who have been employed by the Debtors for more than six months
are entitled to paid vacation days.  The Debtors' employees are
also entitled to a certain amount of paid time off for sickness
and other personal days.

The Core-Mark Debtors estimate that their employees have
$3,400,000 in accrued but unpaid Vacation Benefits.  Because of
the manner in which vacation pay is tracked by the Fleming
Debtors, however, it is difficult for the Debtors to determine
the Vacation Benefits of the Fleming Debtors.

Pursuant to the Debtors' Vacation Pay policy, those employees
terminated by the Debtors are also entitled to receive payment
for their accrued but unused vacation time, equivalent to a day
of salary for each day of vacation time.  To the extent that the
Vacation Pay of these employees accrued within the last 90 days
and to the extent that these employees will not receive payment
over $4,650 under Section 507(a)(3) of the Bankruptcy Code, the
Debtors intend to honor the Vacation Pay obligations for the
Terminated Employees, in the ordinary course.

                    Expense Reimbursements

The Debtors customarily reimburse those employees who incur a
variety of business expenses, like airfare, hotel, telephone and
other travel and entertainment expenses, in performing their
duties on the Debtors' behalf.  While on average $2,000,000 of
the eligible Expenses are reimbursed every month, the
reimbursements are made on a daily basis.

As of the Petition Date, the Debtors estimate that the amount of
outstanding qualified non-reimbursed Expenses is de minimis.

                       Relocation Costs

In the ordinary course, the Debtors also reimburse certain key
employees for costs associated with relocation.  In this regard,
the Debtors estimate that between 70 and 75 employees are
currently involved in relocation and have outstanding Relocation
Costs.

                 Associate Stock Purchase Plan

The Debtors offer a stock purchase plan, where participating
employees can choose to dedicate anywhere from 2% to 6% of their
salary -- Dedicated Amount -- to the Stock Purchase Plan.
Generally, the Stock Purchase Plan requires that eligible
employees opt into the plan before July 1 of each year.

Fleming holds the Dedicated Amount until mid-year when Fleming
stocks are purchased through the Stock Purchase Plan, on behalf
of the Participating Employees.  The stocks are purchased on 15%
discount off market price of the stock, once a year.

The terms of the Stock Purchase Plan provide that Participating
Employees can choose to withdraw from the plan by providing
notice to the plan supervisors at any time before the Fleming
stock is actually purchased, at the end of June each year.  Upon
withdrawal, the Participating Employees are entitled to a refund
of their entire Dedicated Amount, through the payroll system.

                  Executive Relocation Program

The Debtors maintain an executive relocation program for a
number key management and executive personnel.  The program is
commonly used in the industry and serves to attract new
management personnel as well as provide incentive to the current
management to relocate.

Generally, if they decide that it is in their best interests to
relocate a critical management member or executive, the Debtors
arrange to have a third-party company by the name of "Executive
Relocation" purchase that individual's home at an appraised
amount.  The Debtors are then obligated to pay certain costs,
like maintenance of the home.  Once the home is sold, the
Debtors are entitled to keep any amount in excess of the
appraised amount.

The Debtors believe that maintaining the Executive Relocation
Program is essential to their ability to effectively reorganize.
The Debtors' operation is national and it is critical that they
have the ability to relocate certain key personnel.

              Workers' Compensation Obligations
                    And Related Insurance

The Debtors currently use a third-party administrator to
administer any workers' compensation claims, in addition to a
cost containment company, which manages the medical cases as
well as reviewing the bills before rendering payment.  The
Debtors estimate that their exposure for workers' compensation
and related claims is $13,400,000.

                      Severance Program

The Debtors offer a severance program that certain of their
current employees are eligible to receive and in which certain
other of their former employees currently participate.  Pursuant
to the Program, certain of the Debtors' critical associates are
eligible to receive up to 12 months of severance.

                        Bonus Program

The Debtors maintain two types of bonus programs, the Management
Aim High and certain incentive programs.  The Aim High program
is available to management personnel and is tied to sales and
earnings performance on the division-level.  For the 2002
calendar year, several of the Debtors' divisions met their
targeted goals and were paid bonuses totaling $2,100,000.

The non-management salaried employees and hourly employees are
offered certain Incentive Programs where they can receive
bonuses up to 6% of their salaries.

      Dues and Benefits Paid on Behalf of Union Employees

The Debtors are parties to 45 collective bargaining agreements
with various unions.  About 7,600 of the Debtors' employees, or
38%, are covered by CBAs.  In addition to Union Employee wages,
the CBAs require the Debtors to make three separate payments
directly to the unions for:

    (1) health and welfare plans the unions maintained for the
        Union Employees;

    (2) pensions plans the unions maintained for the Union
        Employees; and

    (3) union dues.

The Debtors pay $2,400,000 per month for the union health and
welfare plans and $1,800,000 per month for the union pension
plan.

Given that such a large portion of the Debtors' employees are
union members, the failure to honor the Union Obligations will
trigger dissension among the employees and cause them to lose
faith in the Debtors' management and their commitment to
employees.  Certain of the CBAs also call for work stoppage by
the Union Employees if the Debtors do not meet their Union
Obligations.  Again, given the large portion of union employees,
this could lead to a wide-scale work stoppage that could
dramatically hinder the Debtors' ability to successfully
reorganize.

                       Other Benefits

The Debtors provide various other programs for the benefit of
their employees that they would like to maintain.  Those
programs include a student loan program, business travel
insurance, weekly income insurance pre-Medicare retiree medical,
supplemental life insurance, dependent life insurance and salary
continuation in the event of disability.  These programs do not
require a large expenditure by the Debtors but provide employees
with important benefits.  Often, the programs are supported
primarily by employee contributions.

               Necessity to Honor Obligations

The employees are the Debtors' essential assets and are critical
to their orderly reorganization.  The employees have an intimate
knowledge of the Debtors' business operations.  If they are
unable to honor their obligations under the employee benefit
programs, the Debtors believe that employee morale and loyalty
will be jeopardized at a time when employee support is critical.

For example, if the Debtors are not authorized to pay for
medical benefits, then many of their employees may not be
reimbursed or otherwise have their medical benefits claims paid.
Certain employees may also become primarily obligated for the
payment of these claims in cases where health care providers
have not been reimbursed, and may face having health services
terminated.  The Debtors contend that such uncertainty will
cause significant anxiety at precisely the time they need their
employees to perform their jobs at peak efficiency.

The Debtors also note that the deductions principally represent
employee earnings, which governments in the case of taxes,
employees in the case of voluntary withheld amounts, and
judicial authorities in the case of involuntary withheld
amounts, have designated for deduction from paychecks and for
payment otherwise.  The failure to pay these benefits could
result in hardship to certain of the employees.  The Debtors
expect that garnishors will inquire regarding their failure to
submit, among other things, child support and alimony payments,
which are not their property, but, rather, have been withheld
from their employees' paychecks.  If the Debtors cannot remit
these amounts, their employees may also face legal action due.

                     *     *     *

Judge Walrath rules that the Debtors may pay their obligations
under the employee benefit programs, subject to these caps:

       Benefit Program                       Payment Cap
       ---------------                       -----------
       Vacation Benefits (Per                     $4,650
          Terminated Employee)
       Expense Reimbursement                   2,800,000
       Relocation Costs                          400,000
       Union Health & Welfare Plan Fees        3,400,000
       Union Pension Plan Fees                 1,800,000
       Tuition Reimbursement                      40,000
       Business Travel Insurance Premiums          1,430
       Weekly Income Insurance Expenses          108,000
       Core-Mark Pension Plan (due on            203,000
          April 15, 2003)

The Debtors are also authorized, in their sole discretion, to
pay claims under the Health Benefit Plans made as well as valid
prepetition workers' compensation claims submitted until May 4,
2003.  The Debtors may also maintain their 401(k) Plan and their
practices and policies with respect to the Union Obligations.

Judge Walrath further instructs the Debtors' banks to honor
checks drawn on or requests for fund transfer in the ordinary
course of business for the purposes of clearing the obligations
owed to the Debtors' employees.

Judge Walrath will convene a hearing on April 21, 2003 at 12:30
p.m., regarding:

    * the Fleming Pension Plan and Core-Mark Pension Plan;
    * Senior Executive Retirement Plan;
    * Stock Purchase Plan;
    * Executive Relocation Program;
    * Severance Program;
    * Aim High Program and Incentive Program; and
    * the employer contribution under the Retirement Program and
      401(k) match aspects of the 401(k) Plan.

Any objections to the Debtors' request must be submitted by
April 14, 2003. (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.


GCO SERVICES: All Proofs of Claim Due by April 28, 2003
-------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
establishes April 15, 2003, as the last date for creditors of
GCO Services, LLC and GFinancial, LLC, to file their proofs of
claim against the Debtors or be forever barred from asserting
their claims.  Governmental creditors have until April 28, 2003,
to file their proofs of claims.

All Proofs must be filed before 5:00 p.m. Eastern Time on the
Bar Date. Claims sent by mail must be addressed to:

            The U.S. Bankruptcy Court
            Southern District of New York
            GCO Services Claims Processing
            P.O. Box 5074
            Bowling Green Station

If by hand or overnight courier, to:

            The U.S. Bankruptcy Court
            Southern District of New York
            GCO Services Claims Processing
            One Bowling Green
            Room 534
            New York, NY 1408

Claims need not be filed if they are on account of:

      a. Claims already properly filed with the Clerk of the
         Bankruptcy Court;

      b. Claims not listed as disputed, contingent or
         unliquidated;

      c. Claims previously allowed by Order of the Court;

      d. Claims already paid in full by any of the Debtors;

      e. Claims for which a specific deadline has been
         previously fixed by the Court;

      f. the Debtors' administrative expenses.

GCO Services filed for Chapter 11 relief on October 29, 2002,
(Bankr. S.D.N.Y. Case No. 02-15360). Thomas J. Weber, Esq.,
Maria J. Pantina, Esq., and David M. Dunn, Esq., at Greenberg
Traurig, LLP represent the Debtors in their restructuring
efforts.


GENUITY INC: Implementing Employee Incentive & Retention Program
----------------------------------------------------------------
Genuity Inc., and its debtor-affiliates obtained the Court's
authority under Sections 105(a) and 363(b)(1) of the Bankruptcy
Code to implement an incentive and retention program that
provides bonuses to encourage the retention of employees of the
bankruptcy estate, who are essential to the efficient
administration of the estates and the Debtors' efforts to
maximize returns to their creditors.

                         Backgrounder

In connection with the Closing of the Sale Transaction, about
700 of the Debtors' employees were terminated as part of a
reduction-in-force and about 1,400 of the Debtors' employees
took positions with the Purchaser.  Only 95 employees now remain
with the Debtors for the purpose of executing the Debtors' post-
Closing obligations under the Asset Purchase Agreement and
Transition Services Agreement with Level 3, winding up the
Debtors' businesses, and assisting in the resolution of claims
against the Debtors' estates. Managing the Estate and
supervising the Estate Employees will be seven former executives
and senior managers of the Debtors, led by Ira Parker, formerly
Genuity Executive Vice President and General Counsel, who was
recently appointed as the Debtors' Chief Executive Officer.  The
Estate Executives removed themselves from consideration for
positions at Level 3 and other job opportunities and agreed to
remain with the estate following the Closing to help wind up the
Debtors' business affairs in as effective and efficient manner
as possible, for the benefit of the Debtors' creditors.

The Debtors' ability to fulfill their post-Closing obligations
under the Asset Purchase Agreement and Transition Services
Agreement and to efficiently administer their estates would be
substantially hindered if the Debtors are unable to retain and
motivate the Estate Employees. The Estate Employees have the
extensive institutional knowledge and experience necessary to
efficiently assist the Debtors through the remainder of these
Chapter 11 cases.  The retention and motivation of the Estate
Employees is particularly important in this case in light of the
Debtors' extensive post-Closing obligations under the Asset
Purchase Agreement and the Transition Services Agreement with
Level 3.  While some of the post-Closing obligations are typical
of sales under Section 363 of the Bankruptcy Code -- for
example, defending the Debtors against indemnification claims
for breaches under the Asset Purchase Agreement, negotiating
post-Closing price adjustments, and settling and litigating
disputes over cure amounts and rejection damage claims -- many
are unique to the Sale, and therefore require employees with an
intimate knowledge of the Debtors' businesses, the complex
provisions of the Asset Purchase Agreement and the Transition
Services Agreement and the history of the Level 3 transaction.

The Court-approved Incentive and Retention Program supplements
the severance and modified retention plans previously approved
by the Court in this case.  The earlier plans were broad-based,
applying to large numbers of the Debtors' employees and were
aimed at retaining and motivating those employees through the
Closing.  The program is narrower, applying only to the 95
employees remaining with the Estate.  It is specifically focused
on retaining those employees through the earlier of:

     -- the completion of the individual Estate Employee's
        assignment; or

     -- the effective date of the Debtors' plan of
        reorganization.

The Incentive and Retention Program is further focused on
providing the Estate Employees with appropriate incentives to
motivate them to do their jobs effectively and efficiently
during the time they are with the Estate.  Estate Employees who
resign prior to the occurrence of a Trigger Event, and any
Estate Employee who is terminated for cause, will not receive
any benefits under the Incentive and Retention Program.

The centerpiece of the Program is a retention bonus that
provides each Estate Employee with a bonus based on a percentage
of his or her base salary for each month the employee remains
with the Estate.  This feature gives the Estate the flexibility
to reduce the number of Estate Employees rapidly as the Estate's
work is completed, while still motivating the Estate Employees
while they are with the Estate.

The Retention Bonus for Estate Employees who are not also Estate
Executives will equal to:

     -- the product of the Estate Employee's monthly base salary
        and the number of months elapsed between the Closing and
        the occurrence of a Trigger Event, multiplied by

     -- the Retention Bonus Percentage.

The Retention Bonus Percentage will be calculated according to
these terms:

   A. Accounts Receivable: The Retention Bonus Percentage for
      The 19 Estate Employees initially engaged in the
      collection of Accounts Receivable will be determined, at
      the discretion of management, based on the amounts they
      succeed in collecting:

              Collection      Retention Bonus
                 Range           Percentage
              ----------      ---------------
              High             100% or more
              Middle                50%
              Low                   25%

   B. General Plan: The Retention Bonus Percentage for the 70
      general Estate Employees will be determined at the
      discretion of management but will not exceed 80%.

For the seven Estate Executives, the Incentive and Retention
Program has two components:

   A. The Estate Executives will receive a Retention Bonus
      Based on the formula using a Retention Bonus Percentage
      of 100%, provided, however, that Estate Executives will
      not receive a Retention Bonus with respect to any time
      they are employed by the Debtors after December 31,
      2003.

   B. The Estate Executives will receive incentive
      compensation based on aggregate actual cash distributed to
      general unsecured creditors on or before December 31,
      2003. Estate Executives will receive Incentive
      Compensation, at the time of each distribution based on
      the "Incentive Percentage," as set forth in this matrix:

      Average %              Distribution no later than
      Recovery        09/30/03   10/31/03   11/30/03   12/31/03
      -------------   --------   --------   --------   --------
      >12% but <15%      25%        15%        10%         0%
      >15% but <18%      50%        40%        30%        20%
      >18% but <21%      75%        65%        55%        45%
      >21%              100%        90%        80%        70%

"Average Percentage Recovery" means, as to any date on which the
Debtors make a cash distribution under a plan of reorganization,
a number, expressed in percentage terms, that is the ratio of:

   A. the total amount of cash actually distributed as of the
      Distribution Date to general unsecured creditors of any
      of the Debtors, excluding cash distributed to other
      Debtors; divided by

   B. the total amount of general unsecured claims against the
      Debtors that are allowed as of the Distribution Date
      without duplication.  To prevent duplication, general
      unsecured claims to be counted will exclude:

      a. claims that are based on secondary obligations of one
         Debtor for the obligation of another Debtor, co-
         primary obligations with another Debtor or obligations
         as a joint tortfeasor with another Debtor, provided
         that one underlying obligation has been included in
         the total; and

      b. claims of one Debtor against another Debtor.

The Estate Executives will receive a payment of Incentive
Compensation as soon as practicable after any Distribution Date.
The Incentive Payment for each Estate Executive will equal:

   A. the product of the Estate Executive's monthly base salary
      multiplied by the number of months elapsed between the
      Closing and the Distribution Date and the Incentive
      Percentage, if any, calculated according to Incentive
      Matrix; minus

   B. the sum of all Incentive Payments received by the Estate
      Executive prior to the Distribution Date. (Genuity
      Bankruptcy News, Issue No. 9; Bankruptcy Creditors'
      Service, Inc., 609/392-0900)


GLIATECH INC: All Proofs of Claim Due Tomorrow
----------------------------------------------
By Order of the United States Bankruptcy Court for the Northern
District of Ohio, Eastern Division, tomorrow, April 11, 2003, is
the deadline for all creditors of Gliatech, Inc., and its
debtor-affiliates to file their proofs of claim or be forever
barred from asserting their claims.

All proofs of claim must be received by the Clerk of the
Bankruptcy Court before 4:00 p.m. (Eastern Time) tomorrow, April
11, 2003, at:

            Clerk -- US Bankruptcy Court
            Northern District of Ohio
            Key Tower, 31st Floor
            127 Public Square
            Cleveland, Ohio 44114-1309

Claims need not be filed if they are on account of:

      a. Claims already properly filed with the Clerk of the
         Bankruptcy Court;

      b. Claims not listed as disputed, contingent or
         unliquidated; or

      c. Claims previously allowed by Order of the Court;

Entities whose claims arose out of the rejection of an unexpired
lease or an executory contract must file their proofs of claim
at the later of the bar date or 30 days after the date of the
order authorizing such rejection.

Gliatech Inc., is engaged in the discovery and development of
biosurgery and pharmaceutical products. The biosurgery products
include ADCON(R) Gel (ADCON(R)-L & T/N) and ADCON(R) Solution,
which are biopolymer medical devices designed to inhibit
scarring and adhesions following surgery. Gliatech's
pharmaceutical product candidates include proprietary monoclonal
antibodies designed to inhibit inflammation. The company,
together with its debtor-affiliates sought Chapter 11 protection
on May 9, 2002, (Bankr. N.D. Ohio Case No. 02-15045). Shawn M.
Riley, Esq., at McDonald, Hopkins, Burke & Haber Co LPA
represents the Debtors as it restructures. When the Debtors
filed for protection from its creditors, it listed total assets
of $9 million and total debts of $16 million.


GLOBAL CROSSING: Examiner Wants to File Interim Fin'l Reports
-------------------------------------------------------------
Global Crossing Examiner Martin E. Cooperman asks Judge Gerber
for an order providing that:

   (i) the Examiner will file periodic Interim Reports not later
       than every 90 days until the audits of the GX Debtors'
       consolidated financial statements as of and for the years
       ended December 31, 2002 and 2001, the restatements, if
       any, of any further financial statements, and any further
       duties of the Examiner are complete; and

  (ii) the Examiner will, following the completion of these
       responsibilities, file a Final Report.

David S. Elkind, Esq., at Reboul MacMurray Hewitt & Maynard, in
New York, tells the Court that immediately following entry of
the order approving the appointment of the Examiner on
November 25, 2002, the Examiner began his efforts to engage
Grant Thornton to audit the consolidated financial statements of
Global Crossing and subsidiaries as of and for the years ended
December 31, 2002 and 2001.  Grant Thornton has committed a
large number of personnel and significant resources in an effort
to complete the audits as expeditiously as possible, to the
extent that the completion of the audits is within Grant
Thornton's control.  At present, Grant Thornton has 30
professionals assigned to the audit process in the United
States, at Global Crossing's locations in Madison, New Jersey;
Detroit, Michigan; Rochester, New York; and 20 professionals
assigned to the audit process in Europe at Global Crossing's
locations in Dublin, Ireland; Chelmsford, United Kingdom;
Basingstoke, United Kingdom.  During the months of December 2002
and January 2003 alone, more than 56 professionals of Grant
Thornton and its affiliates abroad devoted over 4,750 hours to
the ongoing audit process.

Mr. Elkind reports that the Examiner and Grant Thornton have
been working closely with the Audit Committee, which has
actively supervised and assisted Grant Thornton in connection
with the audits.  The Examiner and Grant Thornton have had the
full cooperation of the Audit Committee, and the Audit Committee
has actively assisted the Examiner and Grant Thornton in
developing audit strategy and resolving issues as they arise.
Since their appointments, the Examiner and Grant Thornton have
formally met with the Audit Committee once every two weeks.
Between formal meetings, the Examiner and Grant Thornton have
been in regular communication with the Audit Committee Chairman.

At the time the Examiner was appointed and Grant Thornton was
engaged, Grant Thornton developed its timetable for work on the
audits on the basis of a number of critical assumptions which
were agreed to by Global Crossing's senior management and the
Audit Committee and which were outlined in Grant Thornton's
original proposal and engagement letter.  Those assumptions
included:

  -- It was assumed that Grant Thornton would conduct the audits
     for the years ended December 31, 2002 and 2001 to the
     maximum extent possible on a simultaneous basis.

  -- Global Crossing senior management and the Audit Committee
     advised Grant Thornton and the Examiner of their
     understanding from Arthur Andersen, that the audit for the
     year ended December 31, 2001 had not only been commenced by
     Arthur Andersen but that it was 85% complete at the time
     the work on that audit was discontinued by Arthur Andersen.

  -- Grant Thornton was to be granted full access to Arthur
     Andersen's working papers prepared in connection with its
     audits of Global Crossing for the years ended December 31,
     2001 and 2000.  In addition, Arthur Andersen was to provide
     Grant Thornton with full access to its permanent files and
     all working papers prepared in connection with its review
     of Global Crossing's 2001 quarterly filings and other SEC
     filings.

  -- Global Crossing senior management and the Audit Committee
     advised Grant Thornton and the Examiner their understanding
     from AGX management, that PricewaterhouseCoopers LLP, the
     independent accountants for AGX, a majority-owned
     subsidiary consolidated through November 17, 2002, would
     perform the audits of AGX for the years ended December 31,
     2002 and 2001, that Grant Thornton would have access to and
     could rely on those audits in performing the audits of the
     consolidated financial statements of Global Crossing for
     those years, and that Grant Thornton would not be required
     to perform separate audits for AGX in order to audit Global
     Crossing's consolidated financial statements.  In addition,
     PWC would provide Grant Thornton with full access to its
     working papers prepared in connection with its reviews of
     AGX's 2002 and 2001 quarterly filings.

  -- It was understood that there would be ongoing contact with
     management of Global Crossing and historical financial
     records would be accessible.  In addition, Global Crossing
     personnel would provide Grant Thornton with the schedules,
     analyses and documentation, which Grant Thornton required
     after commencement of the audits, and would provide Grant
     Thornton with drafts of the 2002 and 2001 Forms 10-K and
     financial statements, including related footnotes.

Since commencing its work on the audits, Mr. Elkind tells the
Court that the Examiner, Grant Thornton, the Audit Committee,
and Global Crossing senior management have determined that
certain of these assumptions have proven to be inaccurate.
Grant Thornton, the Examiner, the Audit Committee, and Global
Crossing senior management have encountered a number of
developments, which have significantly delayed progress on the
audits.  The matters that have arisen have been due to problems
beyond the control of the Audit Committee, which has in all
instances been of great assistance to the Examiner and done its
best to deal with the matters.  The most significant matters
affecting the completion of the audits are:

  -- Contrary to the representations made to the Examiner, Grant
     Thornton, Global Crossing senior management and the Audit
     Committee, it is apparent that Arthur Andersen's audit of
     Global Crossing's financial statements for the year ended
     December 31, 2001, was not close to 85% complete, and the
     workpapers provided to Grant Thornton by Arthur Andersen
     for the audits of the 2001 and 2000 financial statements
     have been of limited use.  The workpapers that have been
     made available to date have been disorganized, delayed,
     incomplete, and substantial portions of the workpapers have
     either not been produced or do not exist.

  -- Grant Thornton had understood that PWC would conduct the
     audits of Asia Global Crossing as of and for the years
     ended December 31, 2002 and 2001.  It was anticipated that
     Grant Thornton, as part of its audit of Global Crossing,
     would have access to and rely on PWC's work in connection
     with PWC's audits of Asia Global Crossing as of and for the
     years ended December 31, 2002 and 2001.  Given the loss of
     control that led to AGX's deconsolidation, however, Global
     Crossing is not in a position to assure that result.
     Currently, it is unresolved how the lack of audited
     financial statements for AGX as of and for the years ended
     December 31, 2002 and 2001, will be resolved.  Grant
     Thornton, the Audit Committee and Global Crossing senior
     management are considering the various options available.

  -- While Global Crossing's management have been doing their
     best to assist Grant Thornton in the conduct of the audits,
     they have also had other demands on their time as the
     result of ongoing litigation, the bankruptcy process,
     regulatory inquiries and other demands resulting from the
     transaction with Global Crossing's new investors.  As a
     result, Global Crossing management and internal accounting
     personnel have had competing obligations that have diverted
     some staff time and attention from Grant Thornton's work.

  -- In addition, the timetables for completion of the audits of
     GX as of and for the years ended December 31, 2002 and 2001
     are further impacted by the necessity to review certain
     identified matters with the SEC.  GX senior management is
     still in the process of determining in what form it will
     seek the SEC's review of these matters and it has indicated
     that it will consult with Grant Thornton in connection with
     its proposed approach.

As a result, the Examiner and the Debtors recognize that the
audits of the consolidated financial statements of the Debtors
are ongoing, and that the audits cannot be completed until
certain matters are resolved, which the Examiner, Grant Thornton
and the Debtors are undertaking to do. (Global Crossing
Bankruptcy News, Issue No. 37; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


GOLDFARB CORP: Fourth Quarter Net Loss Balloons to $20 Million
--------------------------------------------------------------
The Goldfarb Corporation announced its fourth quarter and fiscal
2002 results.

During 2002, SMK Speedy International Inc., completed the sale
of substantially all of the operating assets of its Car-X
business. Also during 2002, the Corporation and Fleming
Packaging Corporation committed to a formal plan to sell all of
Fleming's operations. Accordingly, these consolidated financial
statements reflect the results of operations and net assets of
the Car-X business and Fleming as discontinued operations.
Continuing operations are comprised of Speedy's operations in
Canada. Consolidated revenues from continuing operations for the
fourth quarter of 2002 were $24.4 million compared to $24.1
million in 2001, an increase of $0.3 million. The consolidated
net loss for the Corporation in the fourth quarter of 2002 was
$19.8 million compared to $1.1 million in 2001. Continuing
operations reflected a net loss of $0.6 million for the fourth
quarter of 2002 compared to net income of $1.4 million in the
fourth quarter of 2001. Discontinued operations reflected a net
loss of $19.2 million in the fourth quarter of 2002 compared to
a net loss of $2.6 million in the fourth quarter of 2001.

Martin Goldfarb, Chairman, said, "As previously announced in
February, 2003, the Corporation has written off its investment
in Fleming Packaging Corporation. It continues to hold its
interest in SMK Speedy International Inc. At Speedy, the
continued decline in the exhaust business resulted in lower
revenues and impacted profitability; gross margins were reduced
by sales mix changes which have been partially offset by cost
reductions. Non-core products continued to grow significantly in
the quarter and throughout 2002 and partially offset the weaker
core business. Speedy continues to look for opportunities to
increase revenues and cost efficiencies as well as to maximize
shareholder value."

For the year ended December 31, 2002, the Corporation's
consolidated revenues from continuing operations were $99.0
million compared to $101.3 million in 2001, a decrease of $2.3
million. The consolidated net loss for the year of 2002 was
$22.2 million compared to consolidated net income of $0.1
million in 2001. Excluding goodwill amortization, net income for
the year ended December 31, 2001 would have been $1.7 million.

The Goldfarb Corporation is a management company with one
Canadian business:

     - SMK Speedy International Inc., a leading automobile
service specialist with 130 stores in Canada which specialize in
no-appointment, while-you-wait service for brakes, exhaust, road
handling, steering systems, tires and oil change services for
all makes of cars and light trucks. Speedy is listed on the
Toronto Stock Exchange as SMK.

                         *   *   *

On February 10, 2003, Fleming reached an agreement with its
lenders that addresses Fleming's ongoing default under its loan
agreements. Under the terms of the amendment, the Corporation
has relinquished its control of Fleming but retains its 82.2%
equity position. The lenders have put Fleming up for sale. The
Corporation will receive 3.5% of the net proceeds as defined
under the terms of the amendment, in addition to its right to
participate as shareholder in any surplus funds resulting from
the sale which will be accounted for when received. The
Corporation's abandonment of its investment in Fleming in the
first quarter of 2003 will result in an after-tax gain of
approximately $21.6 million and will be recorded in that period.
The gain is a result of the de-consolidation of Fleming whose
liabilities exceeded assets by a similar amount at December 31,
2002.

The Goldfarb Corporation trades on the Toronto Stock Exchange
under the symbol GDF.A.


GOODYEAR TIRE: Reduces Equity Stake in Sumitomo Rubber
------------------------------------------------------
As part of its ongoing plan to enhance the company's financial
flexibility, The Goodyear Tire & Rubber Company (NYSE: GT) has
reduced its ownership stake in Japan's Sumitomo Rubber
Industries, Ltd.

Goodyear, which acquired a 10 percent ownership of Sumitomo as
part of their 1999 global alliance, today sold 20.83 million
shares for approximately $83.4 million.  Sumitomo bought 20.33
million of these shares.  Goodyear, which now holds about 1.5
percent of Sumitomo, will take a non-cash charge of
approximately $10 million (6 cents per share) related to the
transaction in the second quarter.

"Our alliance and partnership with Sumitomo remains strong,"
said Robert J. Keegan, Goodyear president and chief executive
officer.  "Our joint ventures are successful."

The companies have six joint ventures, including tire
manufacturing and sales operations in North America and Europe.

Goodyear said it will use most of the proceeds of the
transaction to reduce debt.

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

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.


GREAT NORTHERN: Selling Substantially all Assets to Belgravia
-------------------------------------------------------------
Great Northern Paper, Inc., wants to sell substantially all of
its assets to Belgravia Paper Company, Inc., and asks for
authority from the U.S. Bankruptcy Court for the District of
Maine, subject to better and higher offer, to complete the
transaction.

The Debtor relates that it received a Letter of Intent to
purchase all or substantially all of the Debtor's assets from
Belgravia for the purchase price of $75,000,000 plus Preferred
Shares with a redemption price of up to an additional
$25,000,000.

Belgravia proposes to acquire the Assets of the Debtor exclusive
of cash, accounts receivable to the extent necessary to pay the
balance of the amounts formerly owed to Congress, certain claims
and causes of actions against officers, directors and
shareholders and certain affiliates -- other than Maine
Timberlands Company and such other assets as may be excluded.
Moreover, Belgravia intends to purchase the stock held by the
Debtor in MTC subject to the outstanding liens and the
assumption of the underlying debt secured by such liens owed by
the Debtor or MTC to Brascan Marketing Energy, Inc. and
Carrier Timberland, LLC -- which obligations total to $16
million.

The Debtor expects the closing of the asset sale on or before
April 30, 2003.

The Debtor maintains that given the limited amount of liquidity
available to the Debtor under the Postpetition Financing, there
exists no other option but to sell substantially all of the
assets of the Debtor.

The sale, the Debtor points out, will dramatically increase the
chances that the Debtor's existing and former employees will
secure continued or future employment, as well as maximizing the
return to the Debtor's creditors.

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


HARCO COMPANY: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Harco Company
        PO Box 51090
        Sparks, Nevada 89435

Bankruptcy Case No.: 03-51068

Type of Business: The Debtor is a trucking company.

Chapter 11 Petition Date: April 3, 2003

Court: District of Nevada (Reno)

Judge: Gregg W. Zive

Debtor's Counsel: Stephen R. Harris, Esq.
                  Belding, Harris & Petroni, Ltd.
                  417 W Plumb Lane
                  Reno, NV 89509
                  Tel: (775) 786-7600

Estimated Assets: $1 Million to $10 Million

Estimated Debts: $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Formula One Express         Goods/Services            $211,510

Goldstein Enterprises       Goods/Services             $95,123

Palmer, Ray                 Money Loaned               $45,000

Richard Shields             Money Loaned               $39,000

Western Energetic Corp.     Goods/Services             $29,333

Chicken Hawk Transport      Goods/Services             $25,394

Concord Commercial          Goods/Services             $18,546

AFCO                        Goods/Services             $13,923

Les Schwab Tire Center      Goods/Services             $12,372

Martin Marietta Materials   Goods/Services             $12,269

Pan Western Corporation     Goods/Services             $10,955

Truck Parts & Equipment Co. Goods/Services             $10,690

HARCO Holdings, LLC         Goods/Services              $8,000

A & K Earth Movers, Inc.    Goods/Services              $7,410

Health Plan of Nevada Inc.  Goods/Services              $6,612

Verizon Wireless            Goods/Services              $4,354

Cummins Intermountain, Inc. Goods/Services              $3,714

FleetPride                  Goods/Services              $3,345

Dennis R. Rogers, Ltd.      Goods/Services              $2,508

Robert E. Dickey, Jr.       Goods/Services              $2,414


HAWAIIAN AIRLINES: Taps Avitas for Lease Consultation Services
--------------------------------------------------------------
Hawaiian Airlines, Inc., seeks permission from the U.S.
Bankruptcy Court for the District of Hawaii to retain and employ
Avitas, Inc., as its Lease Restructuring Consultants to continue
performing lease consulting services.

Prior to the Petition Date, the Debtor employed Avitas to assist
in restructuring its various aircraft leases.  On account of
this previous employment by the Debtor, Avitas has considerable
knowledge concerning the Debtor and is already familiar with the
Debtor's business affairs to the extent necessary for the scope
of the proposed and anticipated services.  That experience and
knowledge will be valuable to the Debtor in its efforts to
reorganize.

The general nature and extent of services that Avitas may
perform for the Debtor include:

     a) negotiation assistance;

     b) market research and analysis;

     c) lease language drafting and analysis;

     d) maintenance reserve analysis;

     e) industry analysis;

     f) expert consultancy on fleet planning & the commercial
        aircraft market;

     g) desktop appraisals;

     h) extended desktop appraisals;

     i) full appraisals;

     j) aircraft condition inspections and records audits;

     k) maintenance cost forecasting;

     l) remarketing assistance;

     m) expert witness testimony;

     n) data and miscellaneous research and analysis;

Avitas will charge fees based on its regular hourly rates, which
at present are:

          Managing Director (and above)   $450 per hour
          Directors                       $400 per hour
          Analytic work                   $300 per hour
          Clerical work                   $110 per hour

Additionally, aircraft inspections and appraisals will be billed
at these rates:

   -- On-site Physical Inspections and Audits: $1,200 per
      day per person;

   -- Desktop Appraisals: $1,500 per type and $150 per
      additional of same type;

   -- Extended Desktop Appraisals: $2,000 per type and $500 per
      additional of same type;

   -- Full Appraisals: $3,500 per type and $1,000 per additional
     of same type.

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


HAYES LEMMERZ: Court Approves Amended Disclosure Statement
----------------------------------------------------------
Hayes Lemmerz International, Inc., (OTC: HLMMQ) announced that
representatives of its prepetition creditors have reached an
agreement regarding proposed Plan distributions and other
matters. A brief supplemental disclosure describing the
modifications to the Company's previously filed Plan of
Reorganization was approved by the Court at Wednesday's hearing.

These modifications were made in response to comments from
certain of the Company's creditor constituents during a series
of negotiations sponsored by the Company over the last three
weeks. As a result of these modifications, the prepetition
secured lender class presented sufficient ballots at Wednesday's
hearing, representing in excess of 85% of the value of this
class, voting in favor of the modified Plan to constitute
approval of the modified Plan by this class of creditors. With
only limited exceptions, these votes are irrevocable and,
together with the favorable votes previously received from other
creditors, greatly increase the likelihood that the modified
Plan will be confirmed on May 7, 2003.

The Court also approved the Company's revised solicitation
procedures which allow a limited number of creditors, whose
recoveries are impacted by changes in the modified Plan, to vote
on the modified Plan. The new voting deadline for the creditors
is anticipated to be May 2, 2003. The Court also granted the
Company's request that the Confirmation Hearing on the modified
Plan be held on May 7, 2003.

"We are pleased that our creditors reached a quick, equitable
resolution of their issues. We look forward to completing the
final phase of our reorganization and are on track to emerge
during the first half of 2003, which has been our goal
throughout the restructuring," said Curtis J. Clawson, the
Company's Chairman and CEO.

Under the terms of the modified Plan, holders of prepetition
secured claims will receive approximately $453.5 million in
cash, $25 million in New Senior Notes and 53.1% of the New
Common Stock. Holders of senior note claims will receive $13
million in cash and 44.9% of the New Common Stock, and holders
of unsecured claims will receive 2% of the New Common Stock.

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

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


HEALTHSOUTH: Board Adopts New Corporate Governance Guidelines
-------------------------------------------------------------
HEALTHSOUTH Corporation's (OTC Pink Sheets: HLSH) Board of
Directors has adopted new corporate governance guidelines.  The
company's policies have been developed taking into account not
only legal and regulatory requirements but also current
corporate governance best practices.

The guidelines include:

    *  Within a reasonable time after the effective date of the
       governance guidelines, or within such other time as may
       be required by law or the listing standards of the NYSE,
       a majority of the members of the Board of Directors must
       be independent from management, as determined by the
       Board of Directors, which will be guided by the proposed
       listing standards of the NYSE.

    *  Non-management directors must meet without management
       directors at least twice each calendar year.

    *  The non-management directors must designate a Presiding
       Director, who must be an independent director, to lead
       executive sessions of the non-management directors.

    *  The Board of Directors has established four standing
       committees - Audit, Compensation, Corporate Compliance
       and Nominating/Corporate Governance.  Each committee is
       authorized to engage its own advisors and counsel,
       subject to the approval of the Board of Directors.

    *  The Board has established an annual review process for
       itself and its committees to provide individual members
       with an assessment of current performance and areas for
       potential improvement.

    *  Any Board member's service to other entities or
       organizations must be consistent with HEALTHSOUTH's
       conflict of interest policies, as well as the rules and
       regulations applicable to the company, including those of
       the NYSE and the SEC.

    *  The company has adopted minimum stock ownership
       requirements for directors.  In general, it is expected
       that within three years after the effective date of the
       governance guidelines, or within three years after
       initial election to the Board of Directors, each director
       should invest a minimum of $100,000 in common stock of
       the company.

    *  The HEALTHSOUTH Board underscored its commitment to the
       company's Standards of Business Conduct, which promote
       the highest level of ethical conduct and corporate
       citizenship from all employees.  These standards address:
       conflict of interest; corporate opportunities;
       confidentiality; fair dealing; protection and proper use
       of Company assets; compliance with laws, rules and
       regulations (including insider trading laws); and
       encouraging the reporting of any illegal or unethical
       behavior.  The Board of Directors, with advice and
       recommendations from the Corporate Compliance Committee,
       will periodically review and evaluate the Standards of
       Business Conduct and make changes as necessary or
       appropriate.

HEALTHSOUTH's new Corporate Governance will be published on the
Company's Web site at http://www.HEALTHSOUTH.com

HEALTHSOUTH is the nation's largest provider of outpatient
surgery, diagnostic imaging and rehabilitative healthcare
services, with nearly 1,700 locations in all 50 states, the
United Kingdom, Australia, Puerto Rico, Saudi Arabia and Canada.
HEALTHSOUTH can be found on the Web at
http://www.HEALTHSOUTH.com

As reported in Troubled Company Reporter's April 4, 2003
edition, Standard & Poor's Ratings Services lowered its
corporate credit and senior unsecured ratings on HEALTHSOUTH
Corp., to 'D' from 'CCC-'. At the same time, HEALTHSOUTH's
subordinated rating has been lowered to 'D' from 'CC'.
The ratings are no longer on CreditWatch, where they were
originally placed on Aug. 27, 2002. HEALTHSOUTH, based in
Birmingham, Ala., had about $3.2 billion of debt outstanding as
of Dec. 31, 2002.

Healthsouth Corp.'s 10.750% bonds due 2008 (HRC08USR1) are
trading at about 15 cents-on-the-dollar, says DebtTraders. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=HRC08USR1for
real-time bond pricing.


HEARTLAND SECURITIES: UST Appoints Official Creditors' Committee
----------------------------------------------------------------
Carolyn S. Schwartz, the United States Trustee for Region 2
appointed a five-member Official Committee of Unsecured
Creditors in Heartland Securities Corp.'s Chapter 11 case:

       1. Brut, LLC
          Attn: William O'Brien, Chief Operating Officer
          55 Broadway, 9th Floor
          New York, New York 10006
          Telephone No.: (917) 637-2560

       2. iCapital Markets
          Attn: John Grifonetti, Senior Advisor
          4211 South 102nd Street
          Omaha, NE 68127
          Telephone No.: (402) 331-7856

       3. Patrick Schultz
          27910 Niagara Court
          Sun City, CA 92586
          Telephone No.: (917) 783-1841

       4. Archipelago Securities, L.L.C.
          (f/k/a Archipelago, L.L.C.)
          Attn: Kevin M. Robinson, Associate General Counsel
          100 South Wacker Drive
          Suite 2000
          Chicago, IL 60606
          Telephone No.: (312) 960-1696

       5. Track Data Securities Corp.
          691 Fulton Street
          Brooklyn, New York 11217
          Telephone No.: (718) 522-0222

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

Heartland Securities Corp., provider securities brokerage
services for professional day traders, filed for chapter 11
protection on March 26, 2003 (Bankr. S.D.N.Y. Case No. 03-
11817).  Thomas R. Califano, Esq., Piper Marbury Rudnick & Wolfe
LLP, represents the Debtors in their restructuring efforts.
When the Company filed for protection from its creditors, it
listed $13,386,000 in total assets and $25,833,000 in total
debts.


HOMEGOLD FINANCIAL: First Creditors Meeting Slated for April 25
---------------------------------------------------------------
The United States Trustee will convene a meeting of HomeGold
Financial, Inc., and HomeGold, Inc.'s creditors on April 25,
2003, 10:45 a.m., at U.S. Trustee's Office, Room 557, Strom
Thurmond Federal Building, 1835 Assembly Street, Columbia, South
Carolina 29201.  This is the first meeting of creditors required
under 11 U.S.C. Sec. 341(a) in all bankruptcy cases.

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

HomeGold Financial, Inc., originates and sells residential
mortgages to home buyers with credit problems.  The Company
filed for chapter 11 protection together with its debtor-
affiliate, HomeGold, Inc., on March 31, 2003 (Bankr. S.C. Case
No. 03-03865).  William E. Calloway, Esq., at Robinson, Barton,
McCarthy, Calloway & Johnson, P.A., represents the Debtors in
their restructuring efforts.  When the Company filed for
protection from its creditors, it listed debts and assets of
over $100 million each.


I2 TECHNOLOGIES: S&P Junks Corporate Credit Rating at CCC+
----------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on i2 Technologies Inc. to 'CCC+' from 'B' and its
subordinated debt rating on the company to 'CCC-' from 'CCC+'.
The actions followed i2's announcement that it would delay the
filing of its 2002 10-K and, as a result, expected to be in
violation of a covenant in the indenture governing its $350
million convertible subordinated notes. The indenture contains a
cure period for covenant noncompliance that allows the company
60 days to file its 10-K.

i2 remains on CreditWatch with negative implications, where it
was placed on Jan. 27, 2003, pending the completion of the
company's re-audit of its annual financial statements from 1999
through 2001. The re-audit follows allegations regarding i2's
revenue recognition with respect to certain customer contracts.
Although the company believes it should be able to complete the
audits within the cure period, the CreditWatch listing
reflects the possibility that i2 could be in default if it is
not able to file its 10-K within 60 days. The CreditWatch
listing also reflects uncertainties as to the size and nature of
possible adjustments and the potential for additional
disclosures following the audit and SEC investigation.

"We will monitor both the progress of the re-audit, in order to
resolve the CreditWatch, as well as the SEC investigation," said
Standard & Poor's credit analyst Emile Courtney.

Dallas, Texas-based i2, a provider of software and services
focused on the supply chain and procurement sectors, has
experienced depressed license revenues and high cash usage rates
following a severe spending slowdown in the company's software
markets. i2 had lease-adjusted debt of about $540 million as of
September 2002.


INTERSTATE BAKERIES: Red Ink Continued to Flow in March Quarter
---------------------------------------------------------------
Interstate Bakeries Corporation (NYSE:IBC), the nation's largest
baker and distributor of fresh baked bread and sweet goods,
reported a net loss of $.15 per diluted share for the sixteen-
week third quarter ended March 8, 2003.

Included in this quarterly loss were other charges of
$5,000,000, or $.07 per share.

The Company plans to present historical financial results and
any financial forecasts only on a generally accepted accounting
principles (GAAP) basis (inclusive of other charges) in this and
future earnings releases, in light of the new rules recently
adopted by the Securities and Exchange Commission, as directed
by the Sarbanes-Oxley Act of 2002, relating to disclosure of
financial measures not calculated in accordance with GAAP.

For the 16 weeks ended March 8, 2003, the Company reported:

-- Net sales of $1,045,574,000, a slight decrease of 0.2 percent
   in comparison to the prior year's $1,047,723,000.

-- Operating income of $1,444,000 compared to the previous
   year's $37,106,000. Impacting current year operating income
   were other charges of $5,000,000, relating to certain
   closures and restructurings of bakeries and thrift stores,
   with approximately $2,800,000 representing severance and
   other cash costs and $2,200,000 representing impairment of
   bakery equipment.

-- A net loss of $6,749,000, compared to the prior year's net
   income of $16,737,000.

-- A loss of $.15 per diluted share (including other charges of
   $.07), compared to the previous year's earnings of $.32 per
   diluted share.

For the forty weeks ended March 8, 2003, the Company reported:

-- Net sales of $2,707,761,000, an increase of 0.3 percent over
   the prior year's $2,698,837,000.

-- Operating income of $80,835,000, or 3.0 percent of net sales,
   compared to the previous year's $103,998,000, or 3.9 percent
   of net sales. Impacting current year-to-date operating income
   were other charges of $3,591,000, or $.05 per share, relating
   to the common stock award made on October 1, 2002 to the
   retiring IBC Chief Executive Officer and $6,450,000, or $.09
   per share, relating to certain closures and restructurings of
   bakeries and thrift stores, with approximately $4,250,000
   representing severance and other cash costs and $2,200,000
   representing impairment of bakery equipment. Fiscal 2002
   year-to-date other charges were $25,700,000, or $.31 per
   diluted share, relating to closure of a bakery and settlement
   of litigation related to IBC's San Francisco bakery.

-- Net income of $32,018,000, or 1.2 percent of net sales,
   compared to the prior year's $47,784,000, or 1.8 percent of
   net sales.

-- Earnings per diluted share of $.71 (including other charges
   of $.14), in comparison to the previous year's $.92
   (including other charges of $.31).

"We continue to be disappointed with our results," Mr. Elsesser
said. "Our business strategy for the past several years has had
a primary focus on reducing costs, with less emphasis on
creating top-line growth. While we have invested and focused
heavily on achieving distribution and manufacturing
efficiencies, we believe we have made insufficient investments
to take advantage of the baking industry's most powerful brands
and to create the excitement and consumer awareness around these
brands that would drive top-line growth. To be successful and to
build a platform for sustainable profitable growth we need to
have more efficient production and distribution systems and a
more focused brand-building program. It will take time to put
all that together."

Mr. Elsesser said the loss of profitable branded cake sales,
coupled with significant cost increases in commodities, energy
and health care benefits, along with normal inflationary
increases in compensation costs have resulted in a serious
decline in our profit performance compared to last year. Sweet
goods unit volume sales were down over 6 percent in comparison
to the same period a year ago. Total bread volume was up 1.6
percent, driven by increased sales of private label bread, as
branded bread volume declined by almost 4 percent.

"The soft economy has negatively impacted bread sales volume,
though not as significantly as snack cake," he said. "In
addition, our important southeast Merita brand bread business
has not totally rebounded from a second quarter slump. While we
have corrected previously discussed quality problems and have
shown a recent improvement in Merita brand sales, we have not
fully recovered our lost sales."

Significant increases in the cost of certain key inputs had an
unfavorable impact on the Company's profit margins. These inputs
included certain key ingredients, energy, health care benefits
and general insurance, Mr. Elsesser noted.

"Our entire industry has had no respite from the high costs of
cocoa and sweeteners for a number of quarters. Flour prices,
too, were higher than the prior year with the cost of our
products sold for the quarter at 50.0 percent of net sales
compared to 47.8 percent a year ago," he said.

In order to immediately address the soft sales environment and
significant cost pressures faced by the Company, Mr. Elsesser
said IBC has introduced several new products, including Hostess
Caramel Ho-Hos to the northeast, new Home Pride Country variety
breads in the midwest and Grandma Emilie's, a denser line of
breads sold in 24 and 32-ounce sizes in the west. He also noted
that the Company had taken some selective price increases during
the quarter and was in the process of closing approximately 100
under-performing thrift stores. In addition, the Eddy's bakery
in Boise, Idaho, and the Colombo bakery in Sacramento,
California are slated for closure in late spring. Other bakery
operations are being reviewed for redundancy.

"We must become more efficient by taking the excess production
capacity out of our system. At the same time, we must eliminate
sales activities that are only marginally profitable," he said.

Mr. Elsesser added that while focusing on selective short-term
efforts, "we are mindful of the importance of identifying long-
term strategies needed to ensure the future success of our
Company. We have commenced a major, company-wide project
internally referred to as Project SOAR, an acronym for Systems
Optimization And Re-engineering. This project will focus on re-
engineering our business processes to increase efficiency and on
rationalizing our investment in production, distribution and
administrative functionality to reduce the ongoing cost of
supporting this infrastructure."

Mr. Elsesser said an IBC operating team has been assigned to
focus on nine initiatives that have been identified as major
areas for profit improvement and cost reduction. The IBC
operating team is being supported by Accenture, a national
consulting firm with significant experience in these types of
projects in the baking and food industry. The initial phase of
this comprehensive review of operational processes has just been
completed. Direct costs of the three-year project are expected
to be in the $50,000,000 range, with the majority of these costs
related to software and hardware acquisition and consulting. As
part of the project, additional costs are anticipated as the
Company identifies and implements strategies which are expected
to provide future savings. The Company plans to achieve positive
cumulative cash flow from the project by the end of the third
year.

"Over the long-term, cost containment and reduction is only one
element in a complete business strategy. We have implemented a
few short-term initiatives to stabilize sales and profit
performance, but the process to make us more efficient in the
marketplace, ensure financial success and build shareholder
value will be a longer journey," Mr. Elsesser said.

The earnings per share guidance that the Company provided in
each of December 2002 and February 2003 was a non-GAAP number
which excluded the other charges disclosed below. As noted
above, beginning with this earnings release, the Company plans
to provide any financial forecasts only on a GAAP basis. For
full fiscal 2003, the Company anticipates earnings in a range of
$0.70 to $0.75 per diluted common share. This estimated range is
consistent with the Company's February 2003 guidance for full
year 2003 diluted earnings per common share. Included in this
range are other charges of $0.20 per share ($0.07 reported in
the second quarter, $0.07 reported in the third quarter and
approximately $0.06, which the Company estimates it will incur
during the fourth quarter of fiscal 2003 primarily as a result
of restructuring costs.)

In other activities, Mr. Elsesser announced the Company was in
discussion with its lenders to amend current financial
covenants. While the Company is currently in compliance with its
covenant requirements, Mr. Elsesser said the Company's recent
performance raised the possibility that these requirements might
not be satisfied going forward. To avoid this possibility, the
Company is working with its lenders to amend the credit facility
for future flexibility.

"The Company has a nonbinding understanding with the lead bank
of its credit facility to effect such adjustments and expects to
finalize an appropriate amendment within the next few weeks,"
Mr. Elsesser said.

Looking ahead, Mr. Elsesser said, "These are difficult times at
IBC and for our industry in general. In a weak economy, gaining
new sales without heavy and unprofitable price promotions is a
challenge, but we are not in the business to create volume at
the expense of a fair return," he said. "We intend to remain
competitive, but responsible in this difficult economic
environment."

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


JPM COMPANY: Court to Consider Liquidating Plan on Apr. 23, 2003
----------------------------------------------------------------
On March 13, 2003, JPM Company of Delaware, Inc., and its
debtor-affiliates filed their First Amended Liquidating Plan and
a related First Amended Disclosure Statement, in the U.S.
Bankruptcy Court for the District of Delaware.

The Court subsequently found the Debtors' Disclosure Statement
contained adequate information pursuant to Sec. 1125 of the
Bankruptcy Code to allow creditors to make informed decisions
about whether to vote to accept or reject the plan.  The Plan is
now in creditors' hands and they are making those decisions.

A hearing to consider confirmation of the Debtors' Liquidating
Plan will convene on April 23, 2003, at 9:30 a.m., in
Wilmington.

Objections, if any, to confirmation of the Plan must be
submitted to the Court before 4:00 p.m. on April 16. Copies must
also be served on:

      a. Counsel to the Debtors
         Cozen O'Connor
         Chase Manhattan Center
         1201 North Market Street
         Suite 1400
         Wilmington, DE 19801
         Attn: John T. Carroll, III, Esq.

      b. Counsel to the Official Committee of Unsecured
           Creditors
         The Bayard Firm
         222 Delaware Avenue
         Suite 900
         Wilmington, DE 19899
         Attn: Steven M. Yoder, Esq.

      c. the Office of the United States Trustee for the
          District of Delaware
         844 King Street
         Suit 2313
         Lockbox 35
         Wilmington, DE 19801-3519
         Attn: David Buchbinder, Esq.

The JPM Company manufactures cable assemblies and wire harnesses
for original equipment manufacturers and contract manufacturers
in the telecommunications, networking, computer and business
automation sectors of the global electronics industry.  The
Debtor filed for Chapter 11 protection on March 1, 2002 (Bankr.
Del. Case No. 02-10643).  John T. Carroll, III, Esq., Sean J.
Bellew, Esq., Neal D. Colton, Esq., and Michael J. Hynes, Esq.,
at Cozen O'Connor represent the Debtors as it liquidates.


KAISER ALUMINUM: Takes Legal Action against CNA & National Union
----------------------------------------------------------------
Daniel J. DeFranceschi, Esq., at Richards, Layton & Finger,
relates that Kaiser Aluminum Debtors' insurers have an
obligation to defend and pay the Debtors' costs of defenses as
to any claim or suit brought against them.  This obligation is
subject only to the limits of liability and proper exhaustion of
coverage under each of the issued policies.  However, the
Debtors complain that Transcontinental Insurance Company -- CNA
-- and National Union Fire Insurance Company of Pittsburgh, Pa.
breached their contract obligations to pay the defense and other
costs arising from the explosion of the Kaiser alumina refinery
in Gramercy, Louisiana in 1999.

While National Union has paid the limits of its coverage, Mr.
DeFranceschi explains that to the extent it receives additional
funds from any third-party recoveries, these funds would
replenish its policy limits and, consequently, National Union
would be required to continue to reimburse or pay for defense
costs they incurred up to the limits established in the National
Union policy.  On the other hand, CNA has failed to pay all of
the Debtors' defense costs up to the coverage limits.  Mr.
DeFranceschi reports that CNA has failed to pay $2,100,000 in
defense costs that it agrees were properly incurred and
reimbursable under the terms of the CNA policy.  Consequently,
the Debtors were deprived of millions of dollars of
reimbursement funds to which they are entitled.

"[Kaiser] has complied with all conditions under the CNA policy,
including, but not limited to, paying CNA all premiums owed,
providing CNA with the requisite notices of the Gramercy
Explosion claims, and cooperating with CNA in defending against
the Gramercy Plaintiffs.  CNA has no excuse for refusing to
honor its obligations under the CNA policy," Mr. DeFranceschi
states.

The Debtors and the two Insurers also dispute the ownership of
$11,500,000 in recoveries paid by certain claimants who brought
claims against the Debtors and the $2,000,000 other funds that
the Debtors currently hold that are also related to the
Explosion.  CNA and National Union both assert entitlement to
some or all of these funds.  But the Debtors contend that they
have legal and equitable interests in the settlement and
recovery funds and, as a result, the funds are property of the
bankruptcy estate pursuant to Section 541 of the Bankruptcy
Code.

At most, Mr. DeFranceschi maintains that CNA and National Union
have prepetition claims against the Debtors relating to certain
of the funds.

The Gramercy explosion brought an avalanche of claims involving
complicated and entwined issues by the people who lived, worked
or alleged to be present in the area surrounding the facility at
the time of the mishap.  Lawsuits and claims were filed against
the Debtors and a group of contractors and product manufacturers
who in any way contributed to the accident.  The vast majority
of the lawsuits were consolidated in the Twenty Third Judicial
District Court of the State of Louisiana in St. James Parish.

In November 2000, a settlement with a class of plaintiffs
asserting injury claims while off the Gramercy site was reached
and memorialized in a Preliminary Settlement Agreement.  Under
the terms of the PSA, the Debtors agreed to resolve all Class
claims against them for $26,500,000 to be distributed to the
Class according to the recommendations of a Special Master and
approval of the Louisiana trial court.  The Class had an
obligation to pay, as the Debtors direct, up to $11,500,000 from
other recoveries the Class receive from third party defendants.

The settlement was funded into an escrow account in stages from
October 13, 2000 to January 19, 2001, but the parties did not
complete the process by which the settlement memorialized in the
PSA would become a final court-approved settlement before the
Petition Date.  In June 2002, the Debtors obtained approval from
the Bankruptcy Court to consummate the settlement contemplated
by the PSA.  Since then, the Debtors and the Class have been
working to accomplish the settlement.  The Debtors anticipate
that the settlement will be consummated in the near future.

The Debtors and the Class also litigated claims against third
party defendants.  But during the weeks before and during the
trial in October 2001, the Class reached a settlement with
several of the third party defendants.  The settlements resulted
in the Class obtaining $7,600,000.  As a result of these
recoveries, the Class owes and does not dispute its obligation
to pay $3,825,000.  Upon approval of the settlement, the amount
will be distributed directly to the Debtors.  This is expected
to occur in the early part of 2003.  To the extent it obtains
additional recoveries, the Class will owe additional funds of up
to $7,675,000 that it will also be required to apportion with
the Debtors.

The Debtors also resolved a number of claims from employees and
workers inside the Gramercy Plant at the time of the explosion.
By far, the most seriously injured were Gary Guy, Terrence Hayes
and Todd Landry.  Importantly, Messrs. Guy, Hayes, and Landry
also became obligated to pay, as the Debtors direct, 50% of any
recoveries they receive from third party defendants, up to a
pre-determined cap.

The Debtors' recoveries from the three claimants are:

                Claimant           Recovered Amount
                --------           ----------------
                Gary Guy              $2,477,270
                Terrence Hayes         2,419,820
                Todd Landry            2,740,000

Mr. DeFranceschi relates that the Landry Claimants have now
deposited the recovery amount into a registry of the U.S.
District Court for the Eastern District of Louisiana pursuant to
an interim District Court order issued at the insistence of CNA
and National Union.  Both Insurers demanded that the Landry
funds be either:

    -- deposited into the registry; or

    -- held in an account with respect to which CNA and National
       Union have signatory authority.

"CNA and National Union inappropriately sought to divert or
control the [Landry recovery funds] despite the fact that the
[Landry Agreement] provides that [Kaiser] is entitled to have
the funds be paid directly to it," Mr. DeFranceschi says.  The
Debtors had offered to have the funds paid into the Bankruptcy
Court registry.

Unlike the manner in which the Guy, Hayes and Landry claims were
handled, all other claims from employees and workers inside the
Gramercy Plant were handled in the aggregate, with National
Union providing a settlement and defense fund and being released
from any further obligations with respect to the claims.  In
December 2002, the Debtors and the two Insurers entered into an
agreement that provided the Debtors $2,150,000 in funds to
address this type of claims.  The agreement released the
Insurers from any further obligation to pay for the defense or
settlement of the claims.

Subsequently, the Debtors entered into settlement agreements
with 18 other claimants.  Under each of the individual
settlements, payments of specific amounts were made to the 18
claimants at the Debtors' discretion from the settlement fund.
Most of the claimants, however, agreed to repay the Debtors 100%
of any recovery the claimants receive from third party
defendants.  As of October 1, 2002, the Debtors grossed
$1,187,094 for the recovery fund.

                   CNA Wants Case Dismissed

Because the Bankruptcy Court's jurisdiction does not extend to
adjudication of the beneficial claims to the reimbursed funds
and because all of the relevant factors warrant abstention in
this case, Transcontinental Insurance Company asks the Court to
dismiss the proceeding with prejudice.

For the Bankruptcy Court to have jurisdiction under 28 U.S.C.
Section 1334(b), Kevin Gross, Esq., at Rosenthal, Monhait, Gross
& Goddess, in Wilmington, Delaware, argues that the claims
raised in the adversary proceeding must arise under, arise in,
or relate to a case under the Bankruptcy Code.  Mr. Gross points
out that, in Northern Pipeline Constr. Co. v. Marathon Pipe Line
Co., 458 U.S. 50(1982), the Supreme Court warned that the
restructuring of debtor-creditor relations must be distinguished
from the adjudication of state-created private rights, like the
rights to recover contract damages.  Mr. Gross notes that the
Debtors' claims in the proceedings involve interpretation and
enforcement of contracts governed by Louisiana state law and are
not "related to" their bankruptcy case.

The Debtors' reliance on the "as directed by [Kaiser]" language
contained in various releases is also misplaced, Mr. Gross
contends.  When read in conjunction with the contracts governing
the relationship between the Debtors and their insurers -- that
is, the relevant insurance policies -- it could be more plain
that those reimbursed funds are to be repaid to the last layer
of insurance that paid over the funds in the first place, Mr.
Gross says.

"If Kaiser has any interest at all, it is the interest of a
trustee and a fiduciary for the insurer entitled to receive
reimbursement under the applicable insurance policy," Mr. Gross
maintains.

But even if the Debtors' claims conceivably fall within the
Bankruptcy Court's non-core jurisdiction, CNA does not consent
to
the entry of final orders or judgments by the Court.  At best,
Mr. Gross asserts that the Court could only issue proposed
findings of fact and conclusions of law, requiring a further
layer of review from the District Court.  The parties also have
the right to a jury trial, making it impossible for the trial to
be held in the Bankruptcy Court because the Court does not have
consent of all parties to conduct a jury trial in this matter.

Additionally, CNA propose that the Court lift the automatic stay
so that the Louisiana District Court can enter an order
disposing
of the funds held in its registry.  CNA explains that Judge
Fallon of the Louisiana District Court was within days of
entering an order determining the disposition of the funds
reimbursed by the Landry Claimants and held in the District
Court's registry when the Debtors' filed the adversary
proceeding
in a blatant attempt to choose another forum for their claims.
Hence, the District Court was forced to stay the disposition of
the funds to give the Insurers an opportunity to respond.

                   National Union Agrees with CNA

National Union Fire Insurance Company of Pittsburgh, PA, asserts
that the language in the releases, that recoveries are to be
paid "as directed by [Kaiser]," is not a grant of any right or
any property interest to Kaiser, but rather it is the imposition
of a duty to act as a trustee, and to direct the payment in
accordance with the legal and contractual rights of the parties.
Because the Debtors must exercise this duty in accordance with
the law, they have, at best, a mere legal interest and "not an
equitable interest" in the funds at issue pursuant to Section
541(d) of the Bankruptcy Code.

National Union also notes that the adversary proceeding appears
to be a garden-variety non-core contract dispute, involving the
rights under certain insurance policies to recoveries.  Thus,
any dispute concerning the recoveries should be heard in the
non-bankruptcy courts. (Kaiser Bankruptcy News, Issue No. 24;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


LENNAR CORP: Shareholders Approve Proposed Stock Distribution
-------------------------------------------------------------
Lennar Corporation's (NYSE: LEN) stockholders approved
amendments to its Certificate of Incorporation that will make
possible a distribution of Class B Common Stock to the holders
of Lennar's Common Stock and its already outstanding Class B
Common Stock, will change the name of its Common Stock to Class
A Common Stock and will increase the number of shares of each of
those classes of stock that Lennar is authorized to issue.

At its Annual Meeting of Stockholders held Tuesday, Lennar's
stockholders approved an amendment to its Certificate of
Incorporation that eliminated the restrictions on transfer of
Lennar's Class B Common Stock and eliminated a difference
between the dividends on the Common Stock (renamed Class A
Common Stock) and the Class B Common Stock.  The only
significant remaining difference between the Class A Common
Stock and the Class B Common Stock is that the Class A Common
Stock entitles holders to one vote per share and the Class B
Common Stock entitles holders to ten votes per share.

Because stockholders approved the change to the terms of the
Class B Common Stock, Lennar will be distributing to the holders
of record of stock at the close of business on April 9, 2003,
one share of Class B Common Stock for each ten shares of Class A
Common Stock or Class B Common Stock held at that time.  The
distribution is expected to take place on April 21, 2003.

Lennar has applied to list its Class B Common Stock on the New
York Stock Exchange and expects that regular way trading in the
Class B Common Stock will begin on April 22, 2003.  However,
Lennar expects that, beginning on April 10, regular way trading
in its Class A Common Stock will include due bills for the Class
B Common Stock to be distributed with regard to the Common
Stock.  In addition, Lennar expects when issued trading in the
Class A Common Stock (without due bills) and the Class B Common
Stock will begin on or shortly after April 9.  The Class B
Common Stock will trade under the ticker symbol "LEN.B".  The
re-named Class A Common Stock will continue to trade under the
ticker symbol "LEN".

The Company's earnings per share goal for 2003 of $8.50 that was
announced during the Company's first quarter conference call was
based on approximately 76 million diluted shares and assumed
dilution for both of the Company's convertible debt securities.
Because the distribution of Class B Common Stock will increase
the total outstanding stock by 10%, Lennar now expects to have
approximately 83.6 million diluted shares. This higher diluted
share count adjusts the previously stated 2003 goal of $8.50 to
$7.73. Lennar will be restating prior period per share numbers
to give effect to the distribution of Class B Common Stock.

At the meeting, Lennar's stockholders also approved an amendment
to its Certificate of Incorporation increasing the number of
shares of common stock it is authorized to issue to 300,000,000
shares of Class A Common Stock and 90,000,000 shares of Class B
Common Stock.  However, Lennar has committed to Institutional
Shareholder Services that it will not issue, without a
subsequent stockholder vote, shares that would increase the
outstanding Class A Common Stock to more than 170,000,000 shares
or increase the outstanding Class B Common Stock to more than
45,000,000 shares.

At the stockholders' meeting, Lennar's stockholders also elected
Steven L. Gerard, Jonathan M. Jaffe, Sidney Lapidus and Herve
Ripault to additional three year terms on its Board of
Directors, and approved the Lennar Corporation 2003 Stock Option
and Restricted Stock Plan, under which Lennar may issue stock
options, stock appreciation rights or restricted stock with
regard to up to 5,000,000 shares of Class A Common Stock or
Class B Common Stock.  The 2003 Stock Option and Restricted
Stock Plan replaces Lennar's prior stock option and restricted
stock plan, and therefore Lennar is no longer able to grant
stock options, stock appreciation rights or restricted stock
under its previous stock option and restricted stock plan.

Lennar Corporation, founded in 1954, is headquartered in Miami,
Florida and is one of the nation's leading builders of quality
homes for all generations, building affordable, move-up and
retirement homes.  More information on the Company may be
obtained from http://www.lennar.com


LENNAR CORP: Will Hold Stock Distribution Conference Call Today
---------------------------------------------------------------
Lennar Corporation (NYSE: LEN LEN.B) will have a conference call
to discuss its Class B Common Stock distribution today at 11:00
a.m. Eastern time.

The call will be broadcast live over the Internet and can be
accessed through Lennar's web site at http://www.lennar.com If
you are unable to participate during the live webcast, the call
will be archived at http://www.lennar.comfor 90 days.

In order to listen to the live event, a participant must have a
multimedia computer with speakers and Windows Media Player.  To
download the software prior to the event, please visit
http://www.lennar.com click the conference call link on the
home page and follow the pre-event instructions.

Lennar Corporation, founded in 1954, is headquartered in Miami,
Florida and is one of the nation's leading builders of quality
homes for all generations, building affordable, move-up and
retirement homes.  Under the Lennar Family of Builders banner,
the Company includes the following brand names: Lennar Homes,
U.S. Home, Greystone Homes, Village Builders, Renaissance Homes,
Orrin Thompson Homes, Lundgren Bros., Winncrest Homes, Sunstar
Communities, Don Galloway Homes, Patriot Homes, NuHome, Barry
Andrews Homes, Concord Homes, Summit Homes, Cambridge Homes,
Seppala Homes, Genesee and Rutenberg Homes.  The Company's
active adult communities are primarily marketed under the
Heritage and Greenbriar brand names.  Lennar's Financial
Services Division provides mortgage financing, title insurance,
closing services and insurance agency services for both buyers
of the Company's homes and others.  Its Strategic Technologies
Division provides high-speed Internet access, cable television
and alarm installation and monitoring services to residents of
the Company's communities and others.

                         *     *     *

As reported in Troubled Company Reporter's February 7, 2003
edition, Standard & Poor's Ratings Services raised its corporate
credit rating on Lennar Corp., to 'BBB-' from 'BB+'. At the same
time, ratings are raised on approximately $2.185 billion senior
debt, including bank lines, and on $254 million subordinated
debt. The company's outlook is revised to stable from positive.

The ratings and outlook acknowledge Lennar's solid market
position, highly profitable operations, successful track record
of integrating acquisitions, and sound financial risk profile.
These credit strengths, coupled with management's discipline
with regard to debt leverage, should enable Lennar to perform
solidly even if housing demand does soften.

                         RAISED RATINGS

                          Lennar Corp.

                                     Ratings
                                     To From
     Corporate credit         BBB-/Stable     BB+/Positive
     $2.185 bil. sr debt      BBB-            BB+
     $254.19 mil. sub debt    BB+             BB-

                         U.S. Homes Corp.

                                     Ratings
                                     To From
     Corporate credit         BBB-            BB+
     $2.181 mil. sr debt      BBB-            BB+
     $6.187 mil. sub debt     BB+             BB-


LENNAR CORP: Board Declares Quarterly Cash Dividends
----------------------------------------------------
Lennar Corporation (NYSE: LEN LEN.B) has declared quarterly cash
dividends of $0.0125 per share for both Class A Common Stock
(formerly called Common Stock) and Class B Common Stock.  The
dividends are payable on May 15, 2003 to holders of record on
May 5, 2003.  Therefore, they will be payable with regard to
shares of Class B Common Stock that are expected to be
distributed on April 21, 2003 to holders of record on April 9,
2003 of Class A or Class B Common Stock.

Lennar Corporation, founded in 1954, is headquartered in Miami,
Florida and is one of the nation's leading builders of quality
homes for all generations, building affordable, move-up and
retirement homes.  Under the Lennar Family of Builders banner,
the Company includes the following brand names: Lennar Homes,
U.S. Home, Greystone Homes, Village Builders, Renaissance Homes,
Orrin Thompson Homes, Lundgren Bros., Winncrest Homes, Sunstar
Communities, Don Galloway Homes, Patriot Homes, NuHome, Barry
Andrews Homes, Concord Homes, Summit Homes, Cambridge Homes,
Seppala Homes, Genesee and Rutenberg Homes.  The Company's
active adult communities are primarily marketed under the
Heritage and Greenbriar brand names.  Lennar's Financial
Services Division provides mortgage financing, title insurance,
closing services and insurance agency services for both buyers
of the Company's homes and others.  Its Strategic Technologies
Division provides high-speed Internet access, cable television
and alarm installation and monitoring services to residents of
the Company's communities and others.

                         *     *     *

As reported in Troubled Company Reporter's February 7, 2003
edition, Standard & Poor's Ratings Services raised its corporate
credit rating on Lennar Corp., to 'BBB-' from 'BB+'. At the same
time, ratings are raised on approximately $2.185 billion senior
debt, including bank lines, and on $254 million subordinated
debt. The company's outlook is revised to stable from positive.

The ratings and outlook acknowledge Lennar's solid market
position, highly profitable operations, successful track record
of integrating acquisitions, and sound financial risk profile.
These credit strengths, coupled with management's discipline
with regard to debt leverage, should enable Lennar to perform
solidly even if housing demand does soften.

                         RAISED RATINGS

                          Lennar Corp.

                                     Ratings
                                     To From
     Corporate credit         BBB-/Stable     BB+/Positive
     $2.185 bil. sr debt      BBB-            BB+
     $254.19 mil. sub debt    BB+             BB-

                         U.S. Homes Corp.

                                     Ratings
                                     To From
     Corporate credit         BBB-            BB+
     $2.181 mil. sr debt      BBB-            BB+
     $6.187 mil. sub debt     BB+             BB-


MACKIE DESIGNS: Arranges New $43.5 Million Credit Facility
----------------------------------------------------------
Mackie Designs Inc., (OTCBB:MKIE) announced the restructuring of
its credit facilities.

Completed on March 31, 2003, the new credit facility provides
for up to $43.5 million for Mackie's U.S. and United Kingdom
operations. The facility consists of a revolving line of credit
of up to $26 million and a term loan of $2.5 million with
Congress Financial Corporation, a three-year term loan of $11
million with U.S. Bank and a $4 million four-year subordinated
note with Sun Mackie, LLC. As part of the transaction the
company has issued warrants to Sun Mackie, LLC to purchase 1.2
million common shares at $0.01 per share.

"We are very pleased to complete this important refinancing and
particularly pleased to have had the significant backing of Sun
Capital Partners, an affiliate of our new majority owner. With
$700 million in committed capital and annual portfolio sales of
greater than $5 billion, Sun Capital has significant resources
to assist us in our efforts to improve existing operations and
to pursue new potential opportunities," said Chief Executive
Officer Jamie Engen.

Sun Capital Partners is a leading private investment firm
focused on investing in market-leading companies that can
benefit from its in-house operating professionals and
experience. Sun Capital has invested in approximately 45
companies since its inception in 1995 with combined revenues in
excess of $5 billion. For more information, visit
http://www.suncappart.com

Mackie Designs is a leading designer, manufacturer and marketer
of professional audio equipment. The Company sells audio mixers,
mixer systems, power amplifiers, and professional loudspeakers.
For more information, visit http://www.mackie.com

                         *     *     *

                 Liquidity and Capital Resources

In its SEC Form 10-Q file on November 14, 2002, the Company
reported:

"At September 30, 2002, we were out of compliance with certain
of the financial covenants of our credit agreement with the U.S.
bank. We were out of compliance with certain of these covenants
in 2001 and the first quarter of 2002 but were able to
restructure the covenants and receive waivers for these
violations. The lender can declare an event of default, which
would allow it to accelerate payment of all amounts due under
the credit agreement. Additionally, this non-compliance may
result in higher interest costs and/or other fees. We are highly
leveraged and would be unable to pay the accelerated amounts
that would become immediately due and payable if a default is
declared. As a result of this non-compliance, the total of Term
Loans A and B is classified as a current liability under the
caption, 'Long-term debt callable under covenant provisions.'

"We have taken various actions to ensure our ongoing ability to
cover scheduled debt servicing payments. In the third and fourth
quarters of 2001 we laid off some of our personnel and closed
certain facilities. There have been additional headcount
reductions in the third quarter of 2002 and we expect more to be
incurred in the remainder of the year. Throughout 2002, we have
maintained close controls over capital expenditures. Finally, we
are pursuing a variety of alternative financing sources,
including loan restructuring, possible equity investment and/or
divestiture of certain operating assets.

"If management controls over spending are successful and costs
of sales and overhead costs reduced to levels consistent with
our sales, we believe that our cash and available credit
facilities, along with cash generated from operations will be
sufficient to provide working capital to fund operations over
the next twelve months. Although there is no assurance,
additional credit facilities may be available from our existing
lender or from other sources."


MAGELLAN HEALTH: Plan's Classification & Treatment of Claims
------------------------------------------------------------
This table summarizes the classification and treatment of the
principal prepetition Claims and Interests under Magellan Health
Services, Inc.'s Plan and in each case reflects the amount and
form of consideration that will be distributed in exchange for
these Claims and Interests and in full satisfaction, settlement,
release and discharge of these Claims and Interests:

Class  Description             Treatment
-----  ----------------------  ---------------------------------
       Administrative Expense  Payment in full.
       Claims

       Priority Tax Claims     Payment in full on Effective Date
                              or over six years from the date of
                               assessment of the tax, with
                               interest or payment as otherwise
                               agreed.

  1    Senior Secured Lender   Holders of Senior Secured Lender
       Claims                  Claims will receive the New
                               Senior Secured Obligations.

  2    Other Secured Claims    Reinstated or any other treatment
                               determined by the Debtors.

  3    Priority Non-Tax        Paid in full in cash on the later
       Claims                  of the Effective Date and the
                               date on which the Claim is
                               Allowed.

  4    Aetna Claims            $15,000,000 in Cash and the New
                               Aetna Note.

  5    Provider Claims         Reinstated.

  6    Customer Claims         Reinstated.

  7    General Unsecured       For each $1,000 of Allowed
        Claim                  General Unsecured Claim, a
                               principal amount of New Senior
                               Notes equal to the Note
                               Distribution Amount
                               and 9.701 shares of New Common
                               Stock.

  8    Convenience Claims      Paid in full in Cash.

  9    Intercompany Claims     Reinstated.

10    Subsidiary Equity       Interests Reinstated.

11    Magellan Preferred      200,000 shares of New Common
         Stock Interests       Stock and New Warrants to
                               purchase 200,000 shares of New
                               Common Stock.

12    Magellan Common Stock   50,000 shares of New Common Stock
       Interests               and New Warrants to purchase
                               50,000 shares of New Common
                               Stock.

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


MERRIMAC PAPER: US Trustee Sets Creditors' Meeting for May 1
------------------------------------------------------------
The United States Trustee will convene a meeting of Merrimac
Paper Company, Inc., and its debtor-affiliates' creditors on
May 1, 2003, 10:00 a.m., at Franklin Square Tower, 600 Main
Street, Suite 200, Worcester, Massachusetts 01608.  This is the
first meeting of creditors required under 11 U.S.C. Sec. 341(a)
in all bankruptcy cases.

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

Merrimac Paper Company, Inc., makes a wide range of Kraft
specialty and technical papers in any color.  The Company files
for chapter 11 protection on March 17, 2003 (Bankr. Mass. Case
No. 03-41477).  Andrew G. Lizotte, Esq., at Hanify & King
represents the Debtors in their restructuring efforts.  When the
Company filed for protection from its creditors, it listed debts
and assets of over $100 million.


METALS USA: Craig R. Doveala Resigns as Company's Senior VP
-----------------------------------------------------------
Metals USA, Inc. (OTC Bulletin Board: MTLS), announced that
Craig R. Doveala has resigned as Senior Vice President of the
Company and as President of the Flat Rolled Group effective
April 7, 2003.

Mr. Doveala participated in the formation of Metals USA and
became a Senior Vice President of the Company in July 1997.  He
became responsible for the operations of the Flat Rolled Group
in 2000.  Mr. Doveala was the CEO of one of the original
founding subsidiaries from 1997 to 2000 and was its president
from 1990 to 1997.

"We will miss Craig's leadership and knowledge of the market,"
said Lourenco Goncalves, President and CEO of Metals USA, Inc.
"On behalf of the Company, I would like to express our gratitude
for his efforts over the last six years.  We certainly wish
Craig well in his future endeavors.  I will assume the duties
and responsibilities of the President of the Flat Rolled Group
and would like to assure our customers, vendors and employees
that Metals USA is in good hands."

Metals USA, Inc. is a leading metals processor and distributor
in North America providing a wide range of products and services
in the Carbon Plates and Shapes, Flat-Rolled Products, and
Building Products markets.


MIDLAND STEEL: Has Until May 14 to Make Lease-Related Decisions
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware gave its
nod of approval to Midland Steel Products Holding Company and
its debtor-affiliates' request to extend their lease decision
period.  The Court gives the Debtors until May 14, 2003, to
determine whether to assume, assume and assign, or reject its
unexpired nonresidential real property leases.

Midland Steel Products Holding Company provides frames for the
medium duty line at General Motors.  The Debtors filed for
chapter 11 bankruptcy protection on January 13, 2003. Laura
Davis Jones, Esq., at Pachulski Stang Ziehl Young Jones &
Weintraub and Shawn M. Riley, Esq., at McDonald, Hopkins, Burke
& Haber Co., LPA represent the Debtors in their restructuring
efforts.


MILACRON INC: Will Publish First Quarter Results on April 23
------------------------------------------------------------
Milacron Inc. (NYSE: MZ), a leading global supplier of plastics-
processing technologies and industrial fluids, will report its
financial results for the first quarter ended March 31, 2003, on
Wednesday, April 23, 2003.

Following its usual practice, on April 23 the company will
release its results in the morning before the market opens.
Later that day at 2:00 p.m. ET, management will conduct an open
investor conference call to discuss the first quarter along with
the current outlook. The call can be accessed live via
Milacron's Web site at http://www.milacron.com For analysts and
investors wishing to ask questions, the dial-in number will be
(913) 981-4900. A recording of the conference call will be
available from 5 p.m. Wednesday, April 23, through midnight
Wednesday, April 30, and may be accessed Milacron's Web site
http://www.milacron.com or by dialing 719-457-0820 and
providing the access code: 578143.

First incorporated in 1884, Milacron is a leading global
supplier of plastics-processing technologies and industrial
fluids, with major manufacturing facilities in North America,
Europe and Asia.

As reported in Troubled Company Reporter's November 22, 2002
edition, Standard & Poor's lowered its corporate credit rating
on Milacron Inc., to 'B+' from 'BB-'. The outlook is negative.
At the same time, the rating on the company's $110 million
senior secured bank facility was lowered to 'B+' from 'BB'. The
plastic machinery manufacturer's senior unsecured debt was
affirmed at 'B'. The downgrades reflect the impact of weak end
markets on the company's financial profile, despite significant
asset sales to reduce debt. The affirmation of the senior
unsecured rating reflects the substantial reduction in secured
debt.

Total debt was about $296 million at Sept. 30, 2002, for
Cincinnati, Ohio-based Milacron.

"The downgrade on Milacron was based upon the deterioration in
the company's credit measures and the uncertain timing for a
recovery," said Standard & Poor's credit analyst Robert Schulz.


MOLECULAR DIAGNOSTICS: Signs-Up Bathgate as Investment Bankers
--------------------------------------------------------------
Molecular Diagnostics, Inc., (OTCBB:MCDG) has signed an
agreement with Greenwood Village, Colorado based Bathgate
Capital Partners LLC to provide a broad range of financial and
investment banking services. MDI has worked with BCP previously
on a project-to-project basis, and based on that success, as
well as BCP's experience in the in vitro diagnostics industry,
has opted to solidify the relationship for the long term.

Under terms of the relationship, BCP will not only provide
investment banking services and represent the company in the
numerous strategic partnership discussions the company has on-
going including potential merger and acquisition possibilities,
but will assist the company in its fund raising efforts by
introducing potential investors to the company and assisting the
company in closing on transactions. These transactions include
both equity financing and debt to equity conversions.

According to Peter Gombrich, Chairman and CEO of Molecular
Diagnostics, Inc., "BCP brings an unprecedented level of
commitment and experience to MCDG. We evaluated a number of
alternatives but selected this firm because of its outstanding
track record in assisting rapidly growing companies. The depth
of experience among their team within the medical industry
especially impressed us. Their guidance on the company's
strategic initiatives, including the restructuring, will surely
drive the appreciation in the shareholder's investments."

In a related, but separate matter, the company has retained the
services of High Ridge Partners, Inc., to lead the company's
initiative of fully restructuring its balance sheet, and other
organizational and financial parameters. BCP and High Ridge will
be working together in this capacity, to position the company
for profitability in conjunction with the many strategic
partnerships the company is contemplating.

Steve Bathgate, the CEO of BCP, stated, "This agreement with
MCDG will allow us to build shareholder value by working with
management and the Board of Directors to accelerate MCDG's
growth by developing and implementing organic and strategic
investment banking strategies. We believe that MCDG has
positioned itself to become an attractive partner to other
developers of in vitro diagnostics products. We intend to
leverage our industry knowledge and contacts to accelerate and
optimize the strategic discussions the company already has
underway. The products developed and manufactured by MCDG's
InPath System are revolutionary in their application of genomic
and proteomic sciences into the diagnostics process to improve
patient care, and in certain instances, may also have the
potential to be used by the pharmaceutical and biotechnology
industry as research tools during the drug development process.
We believe that the potential of MCDG's success has not been
given adequate exposure in the investment community, and we
intend to work closely with the Company and various participants
in the biomedical and securities industry to obtain greater
exposure of this asset of the company in the future."

Molecular Diagnostics develops cost-effective cancer screening
systems, which can be utilized in a laboratory or at the point-
of-care, to assist in the early detection of cervical,
gastrointestinal, and other cancers. The InPath(TM) System is
being developed to provide medical practitioners with a highly
accurate, low-cost, cervical cancer screening system that can be
integrated into existing medical models or at the point-of-care.
Other products include SAMBA(TM) Telemedicine software used for
medical image processing, database and multimedia case
management, telepathology and teleradiology. Molecular
Diagnostics also makes certain aspects of its technology
available to third parties for development of their own
screening systems.

Molecular Diagnostics' September 30, 2002 balance sheet shows a
working capital deficit of about $12 million, and a total
shareholders' equity deficit of about $4 million.

Bathgate Capital Partners LLC is an investment- banking firm
based in Greenwood Village, Colorado that focuses on capital
formation for emerging growth companies. BCP and its principals
have assisted emerging companies in raising and managing
financial assets. BCP is a member of the NASD, CRD Number
038923.


NATIONAL CENTURY: Court Okays FTI as Committee's Fin'l Advisors
---------------------------------------------------------------
The Official Committee of Unsecured Creditors of National
Century Enterprises, Inc. obtained the Court's authority to
retain FTI Consulting, as financial advisors, nunc pro tunc to
January 14, 2003.

Founded in 1982, FTI is a multi-disciplined professional
services consulting firm with leading practices in financial
restructuring, litigation support and engineering and scientific
investigation.

As financial advisor, FTI will:

    (1) advise and assist the Committee in identifying and
        evaluating alternative options for monetizing the
        existing portfolio in an effort to maximize the recovery
        to the creditors,

    (2) identify and value any other recoverable assets within
        the estates, and advise and assist the Committee in
        reviewing any proposed sales of the assets,

    (3) analyze the priority and validity of liens on assets of
        the Debtors and otherwise evaluate the claims secured
        thereby,

    (4) monitor provider bankruptcies, including compliance with
        cash collateral orders and lockbox deposit obligations,

    (5) review and analyze the Debtors' proposed budgets and
        cash flow projections and all other reports provided by
        Debtors',

    (6) perform forensic analyses/reconstruction of relevant
        documents, business and personal records, in order to
        assess historical sources and uses of cash, identify
        assets of the estates and prepare for potential
        litigation to recover assets or to otherwise assert
        claims held by the estates,

    (7) if requested by the Committee, assist and advise the
        Committee in reviewing and evaluating any court motions
        filed or to be filed by the Debtors or any other
        parties-in-interest,

    (8) render expert testimony and other litigation support
        services, as requested from time to time by the
        Committee and counsel,

    (9) attend Committee meetings and court hearings from time
        to time as may be requested by the Committee in the role
        as financial advisor to the Committee, and

   (10) provide other services that are consistent with the
        Committee's role and duties as may be requested from
        Time to time.

FTI will be compensated at its standard hourly rates.  The
current hourly rates for services rendered by FTI based on the
expertise level of its accountants are:

       Position                            Rates
       --------                            -----
       Senior Managing Directors        $500 - 625
       Staff                             185 - 525
       Administrative/Paraprofessional    75 - 195
(National Century Bankruptcy News, Issue No. 13; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


NORTHCOIT INC: Case Summary & 2 Largest Unsecured Creditors
-----------------------------------------------------------
Lead Debtor: Northcoit, Inc,
             dba Northco
             401 N Rosemary Avenue
             West Palm Beach, Florida 33401
             aka Northco It.Com, Inc.

Bankruptcy Case No.: 03-51110

Type of Business: Carpentry Staffing

Chapter 11 Petition Date: April 7, 2003

Court: District of Nevada (Reno)

Debtor's Counsel: Rodney E. Sumpter, Esq.
                  139 Vassar Street
                  Reno, NV 89502
                  Tel: (775) 323-493

Total Assets: $765,000

Total Debts: $1,855,000

Debtor's 2 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Bridgfield Employees        Non-Purchase Money        $500,000
Insurance                   Security
PO Drawer 988
Lakeland, FL 33802

Brookridge Funding, Inc.                              $300,000
26 Millpond RD
Danbury CT 06811


OLYMPIC PIPE: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Olympic Pipe Line Company
        2201 Lind Avenue SW #270
        Renton, Washington 98055

Bankruptcy Case No.: 03-14059

Type of Business: The Debtor is an owner and operator of a
                  pipeline system transporting finished
                  Petroleum products.

Chapter 11 Petition Date: March 27, 2003

Court: Western District of Washington (Seattle)

Judge: Samuel J. Steiner

Debtors' Counsel: Edwin K. Sato, Esq.
                  Thomas N. Bucknell, Esq.
                  Bucknell Stehlik Sato & Stubner, LLP
                  2003 Western Avenue
                  Suite 400
                  Seattle, WA 98121
                  Tel: 206-587-0144
                  Fax : 206-587-0277

Total Assets: $105,961,773

Total Debts: $401,856,113

Debtor's 20 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
JP Morgan Chase                                    $30,040,444

Tosco                                              $30,000,000
c/o James P. Savitt
Savitt & Bruce
1305 Fourth Avenue #414
Seattle, WA 98101

Arco Products Co.                                   $4,323,819
Attn: Emelia Ngo
300 Ocenagate
Long Beach, CA 90802-4341

Shell Oil Products US                               $4,040,995
Attn: Rhonda Tucker
1100 Louisiana St. #1559B
Houston, TX 77008

Conoco Phillips                                     $2,524,125
Attn: Jasmine Manion
1500 North Priest Drive
Tempe, AZ 85281

Washington Dept. of Ecology                         $2,500,000

Chevron Texaco                                      $1,811,625

Laney Directional Drilling C                        $1,303,667

Tesoro                                                $853,197
Attn: Kevin Wilder
300 Concord Plaza Drive
San Antonio, TX 78216

Duke Energy                                           $574,821
Attn: Barbi Kerns
23621 Park Sorrento #105
Calabasas, CA 91302

Puget Sound Energy                                    $395,657
BOT-01H
PO Box 91269
Bellevue, WA 98009-9269

Cenex                                                 $325,914
Attn: Steve Swenson
PO Box 64089
St. Paul, MN 55164

Valero Refining CA                                    $273,794
Attn: Tavie Flaharty
One Valero Place
San Antonio, TX 78212

Exxonmobil                                            $209,929

EOTT                                                  $183,309

Shell Pipe Line Corp                                  $178,228

Western Petroleum                                     $173,792

Space Age Fuel                                        $169,375

New West Petroleum                                    $168,977

Pilot Travel Centers LLC                              $160,546

Horizontal Technology Inc.                            $143,346


PARK PLACE: Caps Price of 7% Senior Note Private Placement
----------------------------------------------------------
Park Place Entertainment Corporation (NYSE: PPE) announced the
pricing of a Rule 144A private placement of $300 million, 7.0%
senior notes due in 2013. The company will use the net proceeds
from this offering to reduce balances outstanding under its bank
credit facility. The transaction is expected to close on
April 11, 2003.

Park Place Entertainment Corporation (NYSE: PPE) is one of the
world's leading gaming companies. Park Place owns, manages or
has an interest in 27 gaming properties operating under the
Caesars, Bally's, Flamingo, Grand Casinos, Hilton and Paris
brand names with a total of two million square feet of gaming
space, 29,000 hotel rooms and 54,000 employees worldwide.

Additional information on Park Place Entertainment can be
accessed through the company's Web site at
http://www.parkplace.com


PEABODY ENERGY: Purchases Remaining 18% of Black Beauty Coal Co.
----------------------------------------------------------------
Peabody Energy has purchased the remaining 18.3 percent of Black
Beauty Coal Company for approximately $90 million and other
contingent consideration.  The acquisition is expected to be
accretive to earnings in the first year.

Black Beauty's seven mines in Indiana and three in Illinois sold
24.1 million tons of low, medium and high sulfur steam coal in
2002.  Black Beauty is the largest coal company in the Midwest,
and sells 93 percent of its output under multi-year contracts
with electricity generators.

Key management and staff will remain in place at Black Beauty's
Evansville, Ind. offices.  Steven E. Chancellor will remain
chairman of Black Beauty, with ongoing involvement in Black
Beauty and Peabody activities.  Dan Hermann will remain
president and has been named chief executive officer of Black
Beauty, reporting to Peabody Chairman and Chief Executive
Officer Irl F. Engelhardt.

Peabody Energy (NYSE: BTU) is the world's largest private-sector
coal company, with 2002 sales of 198 million tons of coal and
$2.7 billion in revenues.  Its coal products fuel more than 9
percent of all U.S. electricity generation and more than 2
percent of worldwide electricity generation.

                          *    *    *

As previously reported in Troubled Company Reporter, Fitch
Ratings assigned a 'BB+' to Peabody Energy's proposed $600
million revolving credit facility and a new $600 million bank
term loan and a 'BB' to its proposed issuance of $500 million of
senior unsecured notes due 2013. The Rating Outlook remains
Positive. A portion of the proceeds from the new credit facility
and senior unsecured note offering will be used to fund the
repurchase of the company's existing 8-7/8% senior notes and
9-5/8% senior subordinated notes, which the company is seeking
to acquire through a tender offer commenced on Feb. 27, 2003. At
the completion of Peabody's refinancing the rating on its senior
subordinated notes, currently rated 'B+', will be withdrawn.

Since March 31, 1999, Peabody has reduced its total debt by over
$1.5 billion. At the end of FY2002 Peabody has a Debt/EBITDA of
approximately 2.5 times and an EBITDA/Interest of 4.0x.
Internally generated funds will be used for further debt
reduction. The ratings also incorporate the likelihood of tuck-
in acquisitions as the industry continues to consolidate.
However, any large acquisition that would substantially increase
leverage could affect the company's financial flexibility and
negatively impact Peabody's credit quality. Peabody's legacy
postretirement health care and pension liabilities are
significant but Fitch feels that these are manageable.


PEREGRINE SYSTEMS: Employee Group Purchases Spectif Division
------------------------------------------------------------
A group of Toronto-based employees of Peregrine Systems of San
Diego, CA, has purchased Peregrine's Spectif Network Management
Division for an undisclosed sum.

The purchase includes the Spectif product line, customer base
and assets of the former TSB International Inc., a Toronto-based
telecommunications management company that had been purchased
and merged with Peregrine Systems in 2000. Peregrine filed for
bankruptcy on September 22, 2002.

Incorporated in Toronto, Ontario, TSB Solutions Inc.
manufactures intelligent remote element management devices used
to communicate alarms, traffic, configuration and billing data
from network equipment; develops software applications used for
data transport, network security, billing and traffic analysis;
and operates 'CALLS', Canada's first telephone cost allocation
service bureau.

"We are very fortunate", said David Kirwan, President of TSB
Solutions and an employee of fifteen years. "This is a stable,
profitable business that we understand. TSB always enjoyed great
loyalty from our customers and they are totally behind us now.
The Toronto staff had great expectations for the merger but the
promised synergy just wasn't there and our efforts were eclipsed
by events in California. The buy-out is a win-win for all our
customers and our people."

TSB's customers include telecom giants such as British Telecom
and AT&T, as well as more than 60 companies across Canada that
use the CALLS service bureau management reports for telephone
cost allocation and facilities usage analysis. TSB Solutions
employs 25 people at its offices in Toronto. The company is
projecting a 25% growth in revenue this fiscal year.


PETCO ANIMAL: S&P Revises Outlook over Improved Fin'l Profile
-------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on PETCO
Animal Supplies Inc., to positive from stable.

At the same time, Standard & Poor's affirmed its 'BB-' corporate
credit and senior secured bank loan ratings, as well as its 'B'
subordinated debt rating on this San Diego, California-based pet
supplies retailer. PETCO's debt totals $360 million as of Feb 1,
2003.

"The outlook revision reflects an improving financial profile
and Standard & Poor's expectation that PETCO's credit measures
could strengthen further, supported by its successful operating
strategy," stated Standard & Poor's credit analyst Ana Lai.

PETCO's strategy of targeting customer convenience has proven
successful, resulting in healthy same-store sales trends.
Despite a challenging retail environment, PETCO reported strong
same-store sales increases of 6% in the fourth quarter of 2002
and 8% for the full year. Operating margins expanded to 18.7% in
2002 from 18.1% a year ago due to the leveraging of same-store
sales increases and a shift to higher margin pet services and
supply products. By targeting convenience shoppers, PETCO is
able to charge higher prices and achieve higher margins on pet
food and supplies than its key competitor PetsMart Inc.
(B+/Positive/--).

Industry demographics are expected to remain favorable since the
largest pet owning segment, families with children under 18
years old, should continue to increase. Although the industry
has some resistance to economic slowdowns, customers could trade
down to less expensive products and reduce discretionary
purchases. As such, persistent soft economic conditions could
exert pressure on sales growth during 2003.

Ratings are supported by PETCO's good market position and
Standard & Poor's expectation that operating performance will be
maintained despite a challenging retail environment. Further
improvement in credit measures could lead to an upgrade over the
next two years.


PHILLIPS VAN HEUSEN: Reaffirms Earnings Guidance for Fiscal 2003
----------------------------------------------------------------
Phillips-Van Heusen Corporation (NYSE: PVH) announced that
during the presentation by Company management Tuesday evening at
the SunTrust Robinson Humphrey 32nd Annual Institutional
Investor Conference, Emanuel Chirico, the Company's Executive
Vice President and Chief Financial Officer reaffirmed the
Company's March 4, 2003 earnings guidance for the full fiscal
2003 year.

The presentation can be accessed for the next seven days by
logging onto http://www.pvh.comand going to the News page or by
accessing the following SunTrust Robinson Humphrey Web site:
http://www.twst.com/econf/mm/strh4/pvh.html

For the year, the Company is estimating earnings per share in
the range of $0.95 to $1.00 excluding one time and transitional
year expenses associated with restructuring and integrating the
recently acquired Calvin Klein operations. The Company is
estimating GAAP earnings per share for the year in a range of
$0.45 to $0.55 including such expenses. The following table
reconciles the Company's earnings per share estimates from those
computed under GAAP to the non GAAP earnings per share measure
disclosed:

Earnings per share range computed under GAAP.......$0.45 - $0.55

Effect on earnings per share range from the
elimination of one time and transitional year
expenses associated with restructuring
and integrating Calvin Klein, net tax.............$0.45 - $0.50

Earnings per share range excluding
  one time and transitional year expenses
  associated with restructuring and integrating
  Calvin Klein.....................................$0.95 - $1.00

Phillips-Van Heusen Corporation is one of the leading apparel
and footwear companies in the world. Its roster of owned and
licensed brands includes Calvin Klein(R), cK Calvin Klein(R),
Van Heusen(R), Izod(R), Bass(R), Geoffrey Beene(R), Arrow(R),
DKNY(R), Kenneth Cole New York(R), and Reaction by Kenneth
Cole(R).

As reported in Troubled Company Reporter's December 26, 2002
edition, Standard & Poor's Ratings Services affirmed its 'BB'
corporate credit rating on Phillips-Van Heusen Corp., following
the company's December 17, 2002 announcement that it plans to
acquire Calvin Klein Inc., for total considerations of between
$550 million and $600 million.


POLAROID CORP: Examiner Mandarino Hires Proskauer as Counsel
------------------------------------------------------------
Pursuant to the terms of the Examiner Order, Polaroid
Corporation's Examiner Perry M. Mandarino, CPA, seeks the
Court's authority to retain nunc pro tunc to February 24, 2003,
Proskauer Rose LLP as his counsel with respect to the
examination.

Proskauer is expected to:

  (a) take all necessary actions to assist the Examiner in
      his examination and advising him with respect to his
      powers and duties;

  (b) represent the Examiner at all hearings on matters
      pertaining to his affairs as the Examiner;

  (c) prepare, in conjunction with or on behalf of the Examiner,
      all reports, pleadings, applications and the necessary
      documents in the discharge of his duties;

  (d) counsel and represent the Examiner in connection with the
      numerous bankruptcy-related matters arising during the
      administration of the Examiner's duties in these cases;
      and

  (e) perform all other legal services that are desirable
      and necessary for the efficient and economic
      administration by the Examiner of his duties in these
      Chapter 11 cases.

Michael E. Foreman, Esq., a partner at Proskauer Rose LLP, tells
the Court that in exchange for the services, the firm will bill
the Debtors pursuant to these hourly rates, subject to change
from time to time:

    Partners                   $470 - 690
    Senior Counsel              390 - 525
    Associates                  210 - 425
    Paraprofessionals           100 - 180

Proskauer also intends to seek reimbursement of its reasonable
out-of-pocket expenses.

Mr. Mandarino believes that Proskauer has the necessary
background and expertise to address effectively and efficiently
many of the potential legal issues and problems that may arise
in the context of representing him in these Chapter 11 cases.
Proskauer has extensive experience in handling issues and
matters related to large and complex Chapter 11 cases, including
its representation of Advanced Glassfiber Yarns LLC, Provell,
Inc., The Museum Company, Inc., Tandycrafts, Inc., among others.

Mr. Foreman assures Judge Walsh that Proskauer does not hold any
interest adverse to the Examiner with respect to the matters on
which it is to be retained.  In addition, Proskauer agreed that
it will not represent any persons in any matter adverse to the
Examiner, the Debtors, their estates, and any class of creditors
or equity security holders with respect to the matters for which
it is to be engaged.

According to Mr. Foreman, Proskauer has represented, currently
represents and in the future likely will represent entities that
are claimants, interest holders or other parties-in-interest
with respect to the Examiner, the Debtors, its creditors and
equity security holders in matters unrelated to the Debtors and
their Chapter 11 cases.  Proskauer, which employs about 590
attorneys, has a large and diversified legal practice that
encompasses the representation of many financial institutions
and corporations. Some of those entities are or may consider
themselves to be creditors, equity security holders or parties-
in-interest in the Debtors' Chapter 11 cases.

To the best of Mr. Mandarino's knowledge, and except as
disclosed, Proskauer is not a creditor or insider of the Debtors
and is not connected with the Examiner, the Debtors, their
creditors, other parties-in-interest, the U.S. Trustee, or any
person employed in the Office of the U.S. Trustee with respect
to the matters on which it is to be engaged. (Polaroid
Bankruptcy News, Issue No. 35; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


PRESIDENTIAL LIFE: Fitch Cuts L-T Issuer & Sr. Debt Ratings to B
----------------------------------------------------------------
Fitch Ratings has downgraded Presidential Life Corp.'s long-term
issuer rating and the senior debt rating on $100 million of
7.875% senior notes due 2009 to 'B' from 'BB-'. The Rating
Outlook is Negative.

The rating action follows Fitch's review of year-end 2002
financial results for PLC and its insurance subsidiary,
Presidential Life Insurance Company. Adjusted statutory surplus
for PLIC decreased by approximately $73 million during the year
to $252 million, due in large part to $102 million of realized
and unrealized capital losses. These losses were offset somewhat
by $20 million in statutory operating gains for the year and $22
million benefit from changes in accounting principles.

Additional factors in the downgrade are the related decline in
PLIC's NAIC risk-based capital ratio, which dropped to 183% of
the company action level at year-end 2002 from 268% at the end
of the previous year, as well as an increased exposure to below-
investment grade bonds relative to adjusted surplus. BIGs
equated to approximately 129% of adjusted surplus at the end of
2002, compared to approximately 76% at the end of 2001.

Further, PLC reported material gross unrealized investment
losses in its bond portfolio of approximately $169 million
(pretax) at year-end 2002. Of this amount, approximately $96
million have been in effect for more than six months and show a
decline in value that is greater than 20% of amortized cost.
Thus, Fitch believes that PLC may be exposed to further
investment impairments in future periods. Though the company
reports that a significant portion of such unrealized losses are
related to 'principal protected' securities, Fitch believes such
securities can still expose the holder to significant economic
loss since there is no protection against potential defaults on
coupon payments.

PLC's debt-to-total capital increased slightly to 28% at year-
end 2002, from 25% at the end of 2001, because of the decline in
retained earnings during the year. Fixed charge coverage was
reasonable at 5.5 times at Dec. 31, 2002, but it has trended
down from 6.3x at the end of 2001 and 7.8x at the end of 2000.

PLC is a Delaware-based holding company and its primary
subsidiary is Presidential Life Insurance Company (Presidential
Life), a New York-domiciled life insurer. PLC reported total
assets of $4.5 billion and shareholders' equity of $398.7
million at Dec. 31, 2002, compared to $3.8 billion in total
assets and $427.1 million in shareholders' equity at the end of
2001.

                        Rating Actions

                  Presidential Life Corporation

      -- Long-term issuer Downgrade/'B'/Negative;

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


PRIMUS TELECOMMS: Slashes Debt by Additional $12 Million
--------------------------------------------------------
PRIMUS Telecommunications Group, Incorporated (NASDAQ: PRTL), a
global telecommunications services provider offering an
integrated portfolio of voice, data, Internet, and Web hosting
services, announced that, as part of its continuing program
further to strengthen its balance sheet, it has reduced an
additional $12 million of debt.

PRIMUS has purchased in the open market approximately $10.2
million principal amount of its high yield debt for
approximately $6.3 million in cash (excluding accrued interest
payments). In particular, the following high yield debt
securities were purchased: approximately $3.6 million principal
amount of the 9-7/8% senior notes due 2008; and approximately
$6.5 million principal amount of the 11-1/4% senior notes due
2009. The purchased notes had annual interest payments of
approximately $1.1 million, and represents $6.1 million in
future interest savings (assuming the bonds were held to
maturity).

In addition, PRIMUS reported that it had made the final
principal installment payment of $1.5 million on a major vendor
facility. This payment is the final payment on $18 million of
original cost of equipment that is now owned by PRIMUS free and
clear of liens.

In commenting on the transactions, K. Paul Singh, Chairman and
Chief Executive officer of PRIMUS, stated: "These transactions
are further manifestations of our goal to continue reducing our
debt. To that end, we will pursue opportunities in the open
market and privately negotiated transactions. Also, as the
payment of the vendor facility demonstrates, PRIMUS is entering
a phase where it will be materially reducing its vendor debt
through scheduled principal payments over the next few years."

PRIMUS Telecommunications Group, Incorporated (NASDAQ: PRTL) is
a global telecommunications services provider offering bundled
voice, data, Internet, digital subscriber line (DSL), Web
hosting, enhanced application, virtual private network (VPN),
and other value-added services. PRIMUS owns and operates an
extensive global backbone network of owned and leased
transmission facilities, including approximately 250 points-of-
presence (POPs) throughout the world, ownership interests in
over 23 undersea fiber optic cable systems, 19 international
gateway and domestic switches, a satellite earth station and a
variety of operating relationships that allow it to deliver
traffic worldwide. PRIMUS also has deployed a global state-of-
the-art broadband fiber optic ATM+IP network and data centers to
offer customer Internet, data, hosting and e-commerce services.
Founded in 1994 and based in McLean, VA, PRIMUS serves
corporate, small- and medium-sized businesses, residential and
data, ISP and telecommunication carrier customers primarily
located in the North America, Europe and Asia Pacific regions of
the world. News and information are available at PRIMUS's Web
site at http://www.primustel.com

At December 31, 2002, Primus Telecommunications' balance sheet
shows a working capital deficit of about $73 million, and a
total shareholders' equity deficit of about $200 million.

Primus Telecomms.' 12.75% bonds due 2009 (PRTL09USR2) are
trading at about 80 cents-on-the-dollar, says DebtTraders. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=PRTL09USR2
for real-time bond pricing.


PSC INC: Resolves All Current Disputes with Symbol Technologies
---------------------------------------------------------------
Symbol Technologies, Inc., (NYSE:SBL) has entered into a
settlement agreement with PSC, Inc., which is intended to
resolve all current disputes between the parties. Currently the
parties have two pending litigations relating to alleged
breaches of supply agreements that were entered into as part of
a settlement agreement reached in November 2000.

PSC is seeking to complete a Chapter 11 plan of reorganization
that will, among other matters, adopt the settlement agreement
reached by the parties. The settlement agreement between the
parties is subject to bankruptcy court approval, as well as
confirmation of PSC's plan of reorganization that is consistent
with the settlement agreement.

Key provisions of the settlement are as follows:

-- Symbol will receive a cash payment of $6 million on the
   effective date of PSC's plan of reorganization.

-- The parties will dismiss all claims against each other in all
   pending litigations, terminate existing supply agreements
   relating to bioptic scanners and hand-held laser scanners.

-- PSC will enter into a new long-term supply relationship with
   Symbol for the purchase of Symbol laser scan engines,
   permitting PSC to manufacture certain scanner-integrated
   terminals and industrial hand-held laser scanners using
   Symbol laser scan engines.

-- PSC will continue to be a licensee of designated Symbol
   patents pursuant to an amended license agreement.

Leonard H. Goldner, Symbol executive vice president and general
counsel, said, "I am pleased that we have reached an amicable
settlement of the pending disputes between the companies. We
believe that this settlement represents a fair resolution for
both companies and provides Symbol with reasonable compensation
for dismissing the litigation it brought against PSC last year
and terminating the supply agreements relating to bioptic
scanners and hand-held laser scanners. It also allows PSC to
continue as a licensee of Symbol and a purchaser of Symbol scan
engines."

Symbol Technologies, Inc. (NYSE:SBL), founded in 1975, is a
global leader in secure mobile information systems that
integrate application-specific handheld computers with wireless
networks for data and voice and bar code data capture. Symbol
products and services increase productivity and reduce costs for
the world's leading retailers, logistics and transportation
companies, government agencies, manufacturers and providers of
healthcare, hospitality and security. More information is
available at http://www.symbol.com


RACE POINT II: S&P Assigns BB Prelim. Ratings to 3 Note Classes
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Race Point II CLO Ltd./Race Point II CLO Inc.'s
$497.5 million fixed- and floating-rate notes due 2015.

The preliminary ratings are based on information as of April 8,
2003. Subsequent information may result in the assignment of
final ratings that differ from the preliminary ratings.

     The preliminary ratings reflect the following:

     -- The expected commensurate level of credit support in the
        form of subordination to be provided by the notes junior
        to the respective classes;

     -- The cash flow structure, which is subject to various
        stresses requested by Standard & Poor's;

     -- The experience of the investment manager;

     -- The coverage of interest rate risks through hedge
  agreements; and

     -- The legal structure of the transaction, which includes
        the bankruptcy-remoteness of the issuer.

                  PRELIMINARY RATINGS ASSIGNED
          Race Point II CLO Ltd./Race Point II CLO Inc.

      Class                 Rating       Amount (mil. $)
      A-1                   AAA                    402.0
      A-2                   AA                      15.0
      B-1                   A                       15.0
      B-2                   A                       38.0
      C-1                   BBB                     12.0
      C-2                   BBB                      5.0
      D-1                   BB                       3.5
      D-2                   BB                       3.0
      D-3                   BB                       4.0
      Preferred equity
       certificates         N.R.                    52.5

           N.R. -- Not rated.


RED TOP: Calling Shareholders for Possible Monetary Compensation
----------------------------------------------------------------
All shareholders or possible shareholders of the Red Top Mining
Company are hereby requested to contact David Stephenson, CPA,
for possible monetary compensation.

Red Top Mining operated as an Alaskan corporation from 1938
until 1987 when the State of Alaska dissolved Red Top
involuntarily.

The Law Offices of William R. Satterberg, Jr., currently holds
certain settlement funds in trust for Red Top shareholders. Over
the next several months, these assets will be disbursed. In
order to be compensated, shareholders or possible shareholders
must identify themselves as soon as possible. If you believe you
may be a Red Top shareholder, contact in writing:

            David Stephenson, CPA
            115 Gillam Way
            Fairbanks, Alaska 99701
            Tel: 907-452-4407


SAKS INC: Board of Directors Okays Incremental Share Repurchase
---------------------------------------------------------------
Retailer Saks Incorporated's (NYSE:SKS) Board of Directors has
authorized a 25 million share increase in its common stock share
repurchase program, bringing the total authorization to 35
million shares. Shares may be purchased in open-market, private,
and other transactions as may be available. To date,
approximately 5.2 million shares have been repurchased under the
existing authorization. The Company currently has approximately
143.3 million shares outstanding.

Saks Incorporated operates Saks Fifth Avenue Enterprises (SFAE),
which consists of 60 Saks Fifth Avenue stores and 53 Saks Off
5th stores. The Company also operates its Saks Department Store
Group (SDSG) with 241 department stores under the names of
Parisian, Proffitt's, McRae's, Younkers, Herberger's, Carson
Pirie Scott, Bergner's, and Boston Store.

                          *    *    *

As previously reported in Troubled Company Reporter, Fitch
Ratings affirmed its 'BB+' rating of Saks Incorporated's $700
million bank facility and its 'BB-' rating of the company's
senior notes. Approximately $1.2 billion of senior notes are
affected by the action, which follows Saks' announcement that it
has agreed to sell its credit card receivables to Household
International. The Rating Outlook remains Negative.

The ratings reflect Saks' solid position within its markets
balanced against its weak operating results and high financial
leverage. Saks' operations have been pressured by soft apparel
sales and growing competition from specialty and discount
retailers.

Saks Incorporated's 8.25% bonds due 2008 (SKS08USR1) are trading
slightly above par at 101 cents-on-the-dollar, says DebtTraders.
See http://www.debttraders.com/price.cfm?dt_sec_ticker=SKS08USR1
for real-time bond pricing.


SPECTRUM PHARMACEUTICALS: Fails to Meet Nasdaq Listing Criteria
---------------------------------------------------------------
Spectrum Pharmaceuticals, Inc. (Nasdaq: SPPI) has received a
Nasdaq staff determination indicating that the Company is not in
compliance with the stockholder's equity requirement set forth
in Marketplace Rule 4310(C)(2)(B), and that its securities are,
therefore, subject to delisting from the Nasdaq Small Cap
Market. The Company has requested a hearing before a Nasdaq
Listing Qualifications Panel to review the Staff Determination.
There can be no assurance the Panel will grant the Company's
request for continued listing. However, the hearing request will
stay the delisting of the Company's securities pending the
Panel's decision.

Spectrum Pharmaceuticals' primary focus is to develop in-
licensed drugs for the treatment and supportive care of cancer
patients. The Company's lead drug, satraplatin, is a phase 3
oral, anti-cancer drug being co-developed with GPC Biotech AG.
Elsamitrucin, a phase 2 drug, will initially target non-
Hodgkin's lymphoma. Neoquin(TM) is being studied in the
treatment of superficial bladder cancer, and may have
applications as a radiation sensitizer. The Company is actively
working to develop, seek approval for and oversee the marketing
of generic drugs in the U.S. Spectrum also has a pipeline of
pre-clinical neurological drug candidates for disorders such as
attention-deficit hyperactivity disorder, schizophrenia, mild
cognitive impairment and pain, which it is actively seeking to
out-license or co-develop. For additional information, visit the
Company's Web site at http://www.spectrumpharm.com

                         *     *     *

                  Liquidity and Going Concern

In its most recent SEC filing, the Company reported:

"We have prepared the consolidated financial statements under
the assumption that we are a going concern. Since our inception,
we have incurred cumulative losses of approximately $141.7
million through December 31, 2002, and expect to incur
substantial losses over the next several years.

"On August 20, 2002, we announced a shift in our strategic focus
from discovery and development of neurology drugs to the in-
licensing of oncology drug candidates and the further
development of and strategic alliances for these drug candidates
and the out-licensing of our neurology drug candidates to
strategic partners. As a result of these changes and the
completion of a large Alzheimer's disease clinical trial, our
expense rate fell from approximately $7 million per quarter to
approximately $1.7 million during the three-month period ended
December 31, 2002 (exclusive of restructuring, drug product and
formulation charges), and we expect it to continue to fall to
approximately $1.5 million, or lower, per quarter beginning in
the first quarter of 2003 (exclusive of drug product and
formulation costs). The recent and the prospective reduction in
the expense rate is principally due to reductions in clinical,
research and administrative personnel representing an
approximate 78% reduction in personnel since December 2001, the
termination of a facility lease for office space used to
administer the Alzheimer's disease clinical trial, the reduction
of expenses for the manufacturing of Neotrofin supplies, a
reduction in our research and fellowship grant commitments, and
the elimination of the research operations of our functional
genomics business. Our expense rate in 2003 will be a function
of our drug development program. We have expanded a clinical
trial of Eoquin(TM) for the treatment of superficial bladder
cancer which will result in an increase in our expense rate
during 2003. In addition, if we decide to initiate a clinical
study of elsamitrucin in refractory non-Hodgkin's lymphoma, our
expense rate will increase.

"On September 30, 2002, we entered into a co-development and
license agreement with GPC Biotech AG for the development and
commercialization of our lead drug candidate, satraplatin. Under
the co-development and licensing agreement, we may receive up to
$22 million in license fees and milestone payments. The license
fee consists of a total of $4 million; $2 million upon signing
(which was received in October of 2002) and $1 million in cash
and a $1 million equity investment within 30 days after the
first dosing of a patient in a registrational study. GPC Biotech
has agreed to make additional payments totaling up to $18
million upon achieving agreed upon milestones. However, there
can be no assurance that any milestone will be achieved.
Furthermore, GPC Biotech has agreed to fully fund development
and commercialization expenses for satraplatin. Upon commercial
sale of satraplatin, if any, we will be entitled to receive
royalty payments based upon net sales.

"At the present time, our business does not generate sufficient
cash from operations to finance our short-term operations. We
will rely primarily on (a) raising funds through the sale of our
common stock and/or (b) out-licensing our technology, to meet
all of our short-term cash needs. We have generated operating
losses since our inception and our existing cash and investment
securities are not sufficient to fund our current planned
operations for the next 12 months. Therefore, we will need to
seek additional funding by the end of June 2003, or sooner,
through public or private financings, including equity
financings, and through other arrangements, to continue
operating our business. As has been stated by our independent
public accountants in their opinion, our current financial
position raises substantial doubt as to our ability to continue
as a going concern.

"Although no assurance can be given, we believe that we can
continue to operate as a going concern and, accordingly, our
consolidated financial statements have been prepared assuming
that we will continue as a going concern. Consequently, our
consolidated financial statements do not include adjustments
relating to the recoverability and classification of asset
carrying amounts or the amount and classification of liabilities
that would be required if we were not able to continue as a
going concern."


SPIEGEL: Obtains Conditional Nod to Pay Critical Vendor Claims
--------------------------------------------------------------
Bankruptcy Court Judge Blackshear grants Spiegel Inc., and its
debtor-affiliates' request to honor and pay prepetition Critical
Vendor claims subject to these terms:

  (a) The amount of the Critical Vendors' estimated Critical
      Vendor Claim, accounting for any setoffs, other credits
      and discounts, will be as mutually determined in good
      faith by the Critical Vendor and the applicable Debtor.
      However, the amount will be used only for the purposes of
      this Order and will not be deemed a claim allowed by the
      Court and the right of all interested persons to object to
      the claim will be fully preserved until further Court
      order;

  (b) The normal and customary trade terms, practices and
      programs including, but not limited to, credit limits,
      pricing, cash discounts, timing of payments, allowances,
      rebates, normal product mix and availability and other
      applicable terms and programs in effect between the
      Critical Vendor and the applicable Debtors on a historical
      basis for the period before and up to the Petition Date or
      other trade terms, practices and programs that are at
      least as favorable as those that were in effect during
      that time;

  (c) The Critical Vendor's agreement to provide goods or
      services to the applicable Debtor based upon the Customary
      Trade Terms or on the terms as the applicable Debtor and
      the Critical Vendor may otherwise agree, and the Debtor's
      agreement to pay in accordance with the terms;

  (d) The Critical Vendor's agreement not to file or otherwise
      assert against any or all of the Debtors, their estates or
      any other person or entity or any of their respective
      assets or property -- real or personal -- any lien,
      regardless of the statute or other legal authority upon
      which the Lien is asserted, related in any way to any
      remaining prepetition amounts owed to the Critical Vendor
      by the Debtors arising from agreements entered into
      prepetition, and to the extent the Critical Vendor has
      obtained the Lien, the Critical Vendor will take whatever
      action is necessary in order to remove the Lien;

  (e) The Critical Vendor's acknowledgement that it has reviewed
      the terms and provisions of this Order and consents to be
      bound by it;

  (f) The Critical Vendor's agreement that it will not
      separately seek payment for reclamation claims outside of
      the terms of this Order unless the Critical Vendor's
      participation in the trade payment program authorized by
      this Order is terminated; provided that the claims will,
      if raised by the Critical Vendor as permitted by this
      Order, be treated as though raised on the date of this
      Order; and

  (g) The Critical Vendor's agreement that it will not require a
      lump sum payment upon confirmation of a plan or plans of
      reorganization in these cases on account of any
      administrative expense priority claim that it may assert,
      but instead that such claims will be paid in the ordinary
      course of business after confirmation of such plan or
      plans under applicable Customary Trade Terms, if the plan
      provides for the ongoing operations of the Debtors.

                         *    *    *

                         Backgrounder

In the ordinary course of The Spiegel Group and its debtor-
affiliates' businesses, a number of vendors provide them with
branded goods and certain services associated with the
production of catalogs, advertising and promotional services.
The Debtors tell Judge Blackshear these goods and services to be
necessary and critical to operate their stores and businesses.
Under numerous supply and services agreements, the Debtors owe
payments on account of unpaid prepetition Critical Goods and
Services provided by the Critical Vendors.

Believing that continuation of favorable business relations with
the Critical Vendors and the preservation of the access to goods
and services from these parties are important to the Debtors'
reorganization, the Debtors requested the Court to authorize
payment of the Critical Vendors Claims up to an aggregate amount
of $10,000,000. (Spiegel Bankruptcy News, Issue No. 2;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


SWEETHEART CUP: Consummates Exchange Offer for 12% Senior Notes
---------------------------------------------------------------
Sweetheart Cup Company Inc., announced the consummation of its
offer to exchange new 12% Senior Notes due 2004 for all of its
outstanding 12% Senior Subordinated Notes due 2003 and a consent
solicitation to eliminate certain restrictive covenants and
other provisions in the indenture governing the Sweetheart
Notes.  Sweetheart and Wells Fargo Bank Minnesota, N.A., as
trustee, executed the indenture governing the New Notes and
$93.375 million in aggregate principal amount of New Notes were
issued under the indenture in exchange for a like amount of
Sweetheart Notes.  Sweetheart has paid the aggregate amount of
consent payments to Wells Fargo Bank Minnesota, N.A. as exchange
agent.  Payment of the consent payments to all holders of the
Sweetheart Notes who timely tendered will be made promptly.

The first interest payment date on the New Notes will be
July 15, 2003 and will include accrued interest on the
Sweetheart Notes that have been tendered as well as accrued
interest on the New Notes.

As of April 8, 2003, the supplemental indenture amending the
indenture governing the Sweetheart Notes became effective.  The
aggregate principal amount of Sweetheart Notes that remain
outstanding is $16.625 million.

Bear, Stearns & Co. Inc. acted as the dealer manager for the
exchange offer and consent solicitation.  D.F. King & Co., Inc.
acted as information agent in connection with the exchange offer
and consent solicitation.

As previously reported, Sweetheart said that in order to achieve
further financial flexibility, the Company undertook evaluation
of various other strategic options which included a
restructuring of all outstanding indebtedness, including, among
other things, the public sale or private placement of debt or
equity securities, joint venture transactions, the divestiture
of assets, or the refinancing of its existing debt agreements.


TOWN CENTER: Auctioning-Off Partnership Interests Tomorrow
----------------------------------------------------------
Lehman Brothers Holdings, Inc., as a Secured Party under a
Pledge and Security agreement dated July 28, 1999, will commence
a public auction of the partnership interests of Town Center I
Commercial Investors, Ltd., and Town Square Limited Company,
tomorrow, April 11, 2003, at 10:00 a.m. The auction will be held
at the offices of Lehman Brothers' Counsel:

      Stearns Weaver Miller Weissler Alhadeff & Sitterson, PA
      150 West Flagler Street
      Suite 2200
      Miami, Florida 33130
      Attn: Harold D. Moorefield, Esq.

To be sold in the auction is the 100% issued and outstanding
partnership interests in Town Center I Commercial, Ltd. issued
to Town Center I Commercial Investors, Ltd., and Town Square
Limited Company.

The sale shall be on "as is, where is" basis with no expressed
or implied warranties.

Information concerning the sale may be obtained from Masato
Inagaki of Hatfield Philips at 212-321-7958.


UNITED AIRLINES: Reaches 5 Tentative Agreements with Machinists
---------------------------------------------------------------
With the clock ticking closer to deadlines that could spell the
end of venerable 50-year old labor contracts, the International
Association of Machinists and Aerospace Workers (IAM) reached
five tentative agreements with United Airlines to provide the
bankrupt carrier with $2.6 billion in savings over a 6-year
period.

"In the history of this industry, there is no precedent for the
climate in which these agreements were negotiated," said Randy
Canale, District 141 President and lead negotiator, representing
Ramp & Stores, Public Contact Employees, Security Guards and
Food Service employees. "Nothing but the prospect of a
liquidated United Airlines and the permanent loss of more than
70,000 jobs can justify such sacrifices by employees."

Details of Tuesday's recovery accords include a 13 percent
reduction in hourly wage rates, a 20 percent employee co-payment
toward the cost of the traditional health insurance plan and
work rule changes to allow greater use of part-time employees.
Total cost savings from pay, benefit and work rule changes for
nearly 23,000 employees are expected to reach $445 million
annually.

IAM negotiators achieved the recovery targets while preserving
existing pensions, vacations and recall rights for furloughed
employees. Negotiators also established a profit sharing plan
and enhanced benefits for any employee whose job classification
is eliminated.

Full details will be presented to IAM members at informational
meetings prior to ratification voting, a process expected to
take three weeks. If approved, the agreements will deflect a
pending bankruptcy court motion to abrogate any unmodified labor
contract at United Airlines.

"We were determined to prevent the worst effects of bankruptcy
from being unilaterally imposed on our members," said Canale. "A
consensual recovery plan is the best way to rebuild United while
preventing a court ordered 'cure' from bringing far more painful
terms for IAM members and their families."

A similar but separate agreement was also reached Tuesday on
behalf of nearly 500 IAM members at Mileage Plus, Inc., a wholly
owned subsidiary of United Airlines. Voting on all agreements
will be completed by April 29, following local informational
meetings.

Separate talks between United and IAM District 141-M,
representing Mechanic & Related and Fleet Technical Instructors
at the airline are continuing.

Additional information regarding the tentative agreement will be
posted on the District 141 Web site at http://www.iam141.org

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


UNITED AIRLINES: US Bank Provides Notice to Calif. Bondholders
--------------------------------------------------------------
U.S. Bank is the Trustee for these securities:

  1) California Statewide Communities Development Authority
     Special Facilities Revenue Bonds -- United Airlines, Inc.
     Los Angeles International Cargo Project Series 2001 --
     Cusip No. 13077FAA5;

  2) Regional Airports Improvement Corporation Adjustable-Rate
     Facilities Lease Refunding Revenue Bonds, Issue 1984,
     United Airlines -- Los Angeles International Airport --
     Cusip No. 544628DT4;

  3) Regional Airports Improvement Corporation Facilities Lease
     Refunding Revenue Bonds, Issue 1992 United Airlines -- Los
     Angeles International Airport -- Cusip No. 544628EZ9; and

  4) City of Chicago, Chicago O'Hare International Airport
     Special Facilities Revenue Refunding Bonds -- United
     Airlines Project -- Series 2000A, Cusip No. 167590EK0.

U.S. Bank notifies Bondholders of the status of their
securities. The Trustee tells Bondholders that it intends to
file a proof of claim for repayment of principal and interest
due under the Bonds by the Claims Bar Date, May 12, 2003, 4:00
p.m.

The Trustee will continue to monitor the Bankruptcy Proceedings
and will inform Bondholders as material developments occur.
Questions should be directed in writing to:

     Timothy J. Sandell
     Vice President, U.S. Bank
     180 East Fifth Street, 4th Floor
     St. Paul, MN  55101

Other questions can be answered by calling U.S. Bank at 1-800-
934-6802, option #5. (United Airlines Bankruptcy News, Issue No.
14; Bankruptcy Creditors' Service, Inc., 609/392-0900)


UNIVERSAL ACCESS: Dec. 31 Working Capital Deficit Stands at $12M
----------------------------------------------------------------
Universal Access Global Holdings Inc., (Nasdaq: UAXS) announced
results for the quarter ended December 31, 2002 and for full-
year 2002.

               Fourth Quarter Operating Results

For the quarter ended December 31, 2002, revenues of $20.9
million declined 23% sequentially compared to $27.0 million in
the third quarter. Third quarter revenues included $2.7 million
recognized from customer settlements. Excluding these customer
settlements, revenues declined 14% in the fourth quarter, as the
impact of circuit disconnections outpaced new circuit
installations.

Fourth quarter gross profit was $4.4 million versus $9.9 million
in the preceding quarter and gross margin was 21.0% versus 36.5%
in the prior quarter. Excluding the impact of customer
settlements in the third quarter, gross margin would have been
29.4%.

Operations and administration expense [excluding stock
compensation] declined again in the fourth quarter by 28% to
$7.7 million from $10.7 million in the preceding quarter.

"We have continued to reduce operations and administration
expenses in the quarter to reflect market conditions, while
maintaining our ability to satisfy our customers and improve our
capabilities," noted CFO Randy Lay.

The net loss in the fourth quarter was $14.6 million. This
included an $8.2 million impairment charge related to the
Company's UTX facilities and, to a lesser extent, other fixed
assets. Excluding the impairment charge and a $0.3 million
reversal of previous restructuring charges, the fourth quarter
net loss would have been $6.7 million. Third quarter net income
was $4.5 million and included a $9.6 million reversal of a
restructuring charge due to the favorable outcome of lease
negotiations with landlords. Excluding the reversal, the third
quarter net loss would have been $5.2 million.

                    Full-Year 2002 Results

In 2002, the private line market was significantly affected by
weak enterprise IT spending, as well as carrier retrenchments
and bankruptcies. During 2002, Universal Access recorded
revenues of $101.2 million, down 17.3% from $122.4 million for
the same period last year. The decline was due principally to
revenues lost from several customer bankruptcies in the first
half of the year as well as historically high disconnection
rates. Gross profit for the 2002 period was $26.1 million, down
34% from 2001, primarily due to margin drag effects caused by
circuits maintained for, but not paid for, by bankrupt
customers. Gross margin for 2002 was 26% compared to 32% for the
year ago period.

Operations and administration expense fell 27% to $53.7 million
from $73.2 million a year ago. The reduction in operating
expenses was a direct result of the actions taken by the Company
to reduce headcount and to reduce and rationalize real estate
obligations. Net loss for the full-year 2002 was ($94.8)
million, or $(0.96) per share, versus ($108.6) million, or
$(1.17) per share, in 2001.

                         Cash Position

The Company finished the quarter with $16.3 million in cash
(including cash, cash equivalents, short-term investments and
restricted cash) compared to $17.3 million at the end of the
third quarter.

At December 31, 2002, the Company's balance sheet shows a
working capital deficit of about $12 million, while total
shareholders' equity has further shrunk to about $9 million from
about $100 million a year ago.


US AIRWAYS: Court OKs Stipulation Settling Dispute with ABN AMRO
----------------------------------------------------------------
ABN AMRO Bank N.V. is a lender and creditor of US Airways, Inc.
pursuant to Note Purchase Agreements dated January 30, 1990.
Wilmington Trust Company is the Trustee and ABN AMRO is the
Purchaser.  US Airways financed two Fokker F28 MK0100 aircraft,
registration numbers N854US and N855US, and Rolls Royce model
Tay Mark 650-15 aircraft engines bearing manufacturer's serial
numbers 17213, 17215, 17220, 17221, through a secured loan made
by ABN AMRO and evidenced by the issuance of Notes.

US Airways granted Wilmington Trust Company, for the benefit and
security of ABN AMRO under the Notes, a security interest in the
Aircraft and Engines pursuant to the Trust Indenture and
Security Agreements dated as of April 20, 1990.

On August 12, 2002, the Court entered its Order Authorizing the
Debtors to (A) Reject Certain Aircraft and Engine Leases
Pursuant to Section 365 of the Bankruptcy Code and (B) Abandon
Certain Aircraft and Engines Pursuant to Section 554 of the
Bankruptcy Code.  This Order applied to the ABN AMRO Aircraft.

On November 1, 2002, ABN AMRO filed Proof of Claim No. 2862
against US Airways, seeking approximately $17,420,000 in
principal and $537,076 in interest due under the Notes.

In a Court-approved stipulation, ABN AMRO agrees to waive any
right, title, interest and claims to the Engines.  ABN AMRO
reserves the right, and the Debtors reserve all defenses, to
seek a deficiency claim through the Proof of Claim for the
difference between any principal, prepetition interest,
attorneys' fees and other costs and expenses owed by the Debtors
under the Notes and the net proceeds realized by ABN AMRO from
its disposition of Aircraft and Engines.

The Debtors, at their cost and expense, agree to provide to ABN
AMRO with all Remaining Parts necessary to attach engine serial
number 17213 to the Aircraft and make the Engines operational.
Within 10 business days, the Debtors will make a one-time cash
payment to ABN AMRO for $40,000 to reimburse ABN AMRO for all
missing parts and associated costs to ABN AMRO for attaching the
Engines to the Aircraft and/or making them operational.

Raniero D'Aversa, Jr., Esq., at Mayer, Brown, Rowe & Maw, in New
York City, negotiated the settlement on ABN AMRO's behalf. (US
Airways Bankruptcy News, Issue No. 31; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


USG CORP: Futures Rep. Intends to Expand CIBC Engagement Scope
--------------------------------------------------------------
The legal representative for future asbestos claimants, Dean M.
Trafelet, Esq., seeks the Court's authority to modify and extend
the terms of CIBC World Markets Corporation's retention as his
financial advisor and investment banker, in the bankruptcy
proceeding involving USG Corporation and affiliated debtors.

The Court had previously approved CIBC's retention in November
2002.  Pursuant to the Retention Order, the Court approved the
terms of a letter agreement dated October 29, 2002 between Mr.
Trafelet and CIBC and provided that the initial term of CIBC's
retention would expire by April 29, 2003.

However, Mr. Trafelet wants to continue CIBC's retention beyond
April 29, 2003 in accordance with a supplemental letter
agreement.

James L. Patton, Jr., Esq., at Young Conaway Stargatt & Taylor,
in Wilmington, Delaware, explains that the Debtors will be
subject to additional asbestos-related injury claims from future
asbestos claimants.  In this regard, Mr. Trafelet has determined
that the continued retention of a financial advisor and
investment banker is crucial to his effective representation of
the Future Claimants.

Mr. Patton tells the Court that Mr. Trafelet has selected CIBC
because it is the leading independent investment banking firm.
CIBC also has extensive and diverse experience, restructuring
expertise and an excellent reputation in the restructuring
field.

CIBC will continue to:

  (a) review and consult on the Debtors' financing options;

  (b) review and consult on the potential divestiture,
      acquisition and merger transactions for the Debtors;

  (c) review and consult on the capital structure issues for the
      reorganized Debtors;

  (d) review and consult on the Debtors' operating and business
      plans, including an analysis of the Debtors' long-term
      capital needs and changing competitive environment;

  (e) provide valuation of the Debtors as a going concern, in
      whole or part;

  (f) provide valuation analyses of the Debtors' asbestos
      exposure;

  (g) review and consult on the Debtors' debt capacity;

  (h) review and consult on the financial issues and options
      concerning potential reorganization plans, and
      coordinating negotiations;

  (i) provide general advice and consultation regarding the
      adequacy of the funding of any trust contemplated by
      Section 524(g) of the Bankruptcy Code;

  (j) provide testimony in court on Mr. Trafelet's behalf, if
      necessary; and

  (k) provide any other necessary services as Mr. Trafelet or
      his counsel may reasonably request from time to time with
      respect to the Debtors' financial, business and economic
      issues that may arise.

The relevant provisions of the Supplemental Letter Agreement
include:

A. Term

   CIBC's retention commences from April 29, 2003 for six
   months. However, Mr. Trafelet has the right to continue
   CIBC's retention after the conclusion of the current period
   pursuant to a subsequent retention application and engagement
   letter to be negotiated.

B. Fees

   CIBC will be compensated for its services through a $25,000
   monthly fee within the six-month period.  Additional services
   called upon by Mr. Trafelet will be charged at a different
   rate as mutually agreed by Mr. Trafelet and CIBC.

C. Expenses

   The Debtors will be obligated to reimburse CIBC for any
   reasonable out-of-pocket expenses CIBC incurred in connection
   with any legal or administrative action commenced against any
   indemnified person.

D. Key Persons

   CIBC will make available the services of Joseph J. Radecki,
   Jr.  If Mr. Radecki ceases to be employed by CIBC, Mr.
   Trafelet is entitled to terminate the Agreement.

E. Indemnity

   CIBC and its affiliates or an employee, agent, officer,
   director, attorney, shareholder or any person who controls
   CIBC are entitled to be indemnified from and against certain
   losses and liabilities arising out of or related to the
   performance of its services on Mr. Trafelet's behalf.

Joseph J. Radecki, Jr., CIBC managing director, attests that
CIBC does not have or represent any interest materially adverse
to the Debtors' or their estates' interests, and is a
"disinterested person" as defined by Section 101(14) of the
Bankruptcy Code. (USG Bankruptcy News, Issue No. 45; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


WARNACO GROUP: Annual Shareholders' Meeting Slated for May 28
-------------------------------------------------------------
In a regulatory filing dated March 20, 2003, The Warnaco Group,
Inc. discloses to the Securities and Exchange Commission that
its 2003 Annual Meeting of Stockholders will be held on
Thursday, May 28, 2003 at 10:00 A.M., Eastern Daylight Time, at
the Doral Park Avenue Hotel, 70 Park Avenue in New York, New
York 10016.

Stockholders of record at the close of business on April 21,
2003 will be entitled to notice of and to vote at the 2003
Annual Meeting.

Stockholder proposals submitted for inclusion in the Company's
proxy statement under Securities and Exchange Commission Rule
14a-8 will be considered timely if received in writing by the
Company at its principal offices by April 9, 2003.  Similarly,
stockholder proposals made outside of SEC Rule 14a-8 must be
received in writing by the Company at its principal offices by
April 9, 2003.

The Company expects to mail its Annual Report to Stockholders
for the fiscal year ended January 4, 2003 along with the Notice
and Proxy Statement of the 2003 Annual Meeting on April 28,
2003. (Warnaco Bankruptcy News, Issue No. 46; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


WEIRTON STEEL: CEO Wants More Countries in Steel Tariff Program
---------------------------------------------------------------
Weirton Steel Corp.'s chief official told members of the U.S.
Senate Steel Caucus that the Bush administration must include
additional countries to the steel tariff program.

John H. Walker, Weirton Steel president and chief executive
officer, also discussed support for the Bush administration's
appeal of the World Trade Organization's ruling against the
tariff program and to consider the use of U.S.-made steel in the
rebuilding of Iraq.

Walker was one of six steel industry leaders invited to testify
in Washington, D.C., before the Senate Steel Caucus.  The caucus
members held the briefing to learn the effects after year one of
the three-year program.

The caucus is co-chaired by Sens. John D. Rockefeller IV, D-
W.Va., and Arlen Specter, R-Pa.

Walker testified that imports from developing countries have
dramatically increased since the tariffs were imposed in March
2002 on 16 types of steel imports.  The administration excluded
certain developing countries from the tariff program.

"The tariff program is working.  However, rising imports from
the exempted countries are chiseling away at its effectiveness.
We are not benefiting from the full force of the program because
of growing imports from numerous developing nations," Walker
testified.

According to Walker, while steel imports from nations saddled
with the tariffs decreased, many exempted developing countries
have taken, and continue to take, advantage of the void in the
domestic marketplace by increasing their steel shipments to
the U.S.

Last year, the administration indicated it would monitor imports
from the developing nations and could levy tariffs if their
steel shipments to the U.S. significantly increased.

Walker mentioned several of the developing nations that have
increased their shipments -- India, Egypt and Romania -- but
centered on Turkey as an example.

For all of 2001, Turkey exported 329,000 tons to the U.S.
During 2002, the year the tariffs were enacted, Turkish exports
climbed to 456,000 tons - a 39 percent increase.  In just the
first two months of this year, Turkey's imports arrived at a
600,000-ton annual rate, a 40 percent increase.

Walker told the senators Weirton Steel is a member of a
coalition formed to address the problem.  He said on two
occasions since last September, the coalition raised the issue
with the administration.

"Clearly, these import surges must stop.  I ask that you help us
address and resolve this issue with the administration," Walker
told caucus members.

Walker also addressed the WTO's ruling that the tariff program
violates its regulations.  While the administration plans to
appeal the ruling, Walker urged the senators to work with the
White House to ensure an effective appeal is developed and filed
to keep the tariff program active through March 2005 as
originally planned.

Walker's testimony concluded by addressing the war in Iraq and
the use of U.S.-made steel in rebuilding the country.

"In recent years, we have repeatedly mentioned the importance of
a strong domestic steel industry for national defense.  Our
position is evident as we see American-made steel benefiting our
military in Iraq.  And as we look beyond the military operation
to liberation and rebuilding operations, I sincerely hope that
the domestic steel industry will be offered a place at the table
in discussing the rebuilding plan," Walker noted.

Weirton Steel is the seventh largest U.S. integrated steel
company.

Weirton Steel Corp.'s 11.375% bonds due 2004 (WRTL04USR1) are
trading at about 34 cents-on-the-dollar, says DebtTraders. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=WRTL04USR1
for real-time bond pricing.


WORLDCOM INC: Joins Web Services Interoperability Organization
--------------------------------------------------------------
WorldCom (WCOEQ) has become a member of the Web Services
Interoperability Organization (WS-I), a cross-industry
initiative designed to enhance and foster the adoption of Web
services.

Aligned with WorldCom's vision for Web services, the mission of
WS-I is to provide implementation guidance to support customers
deploying Web services, promote consistent and reliable
interoperability among Web services and to articulate a common
industry vision for Web services.

"Web services are an obvious and exciting evolution of the
Internet," said Vint Cerf, WorldCom senior vice president of
architecture and technology. "WorldCom supports the mission of
WS-I as we enhance our infrastructure to enable the development
and deployment of Web Services internally and for our customers.
As with other public working groups, WS-I will further
collaboration in the industry to achieve the promise of the
connected enterprise."

As a member of WS-I, WorldCom will provide the perspective of a
service provider as it engineers its global networks and
develops communications infrastructure and services to support
the interoperability and implementation of Web services.

"The goal of true interoperability can only be achieved with the
participation of companies from a diverse set of industries,"
said Tom Glover, chair of the Web Services Interoperability
Organization. "We are pleased to welcome WorldCom to the
organization, and believe that they will offer valuable
visibility into the role service providers will play in enabling
Web services to effectively take hold in the marketplace."

WorldCom offers a complete continuum of global communication
solutions for businesses and government agencies to enhance
collaboration with customers, suppliers, employees, constituents
and partners in a world increasingly driven by IP-based
computing. By delivering interoperable, IP-based solutions
through its unmatched Access, Transport, Infrastructure and
Intelligent Services, WorldCom is enabling its enterprise
customers to maximize their existing networks today while
preparing to take full advantage of tomorrow's computing
capabilities.

WS-I is an open industry organization committed to promoting
consistent and reliable interoperability among Web services
across platforms, applications and programming languages. The
organization unites a diverse community of Web services
companies by providing guidance, recommended practices and
supporting resources for developing interoperable Web services.
Since its formation in February 2002, more than 170 companies
have joined WS-I.  For more information please visit
http://www.ws-i.org

WorldCom, Inc. (WCOEQ, MCWEQ) is a leading global communications
provider, delivering advanced communications connectivity to
businesses, governments and consumers. With one of the world's
most expansive, wholly-owned data networks, WorldCom provides
innovative data and Internet services that are the foundation
for commerce and communications in today's market. With products
such as The Neighborhood built by MCI and the award-winning
WorldCom Connection -- the industry's first comprehensive
managed voice and data network service -- WorldCom continues to
lead the industry in converged communications solutions for the
21st century. For more information, go to
http://www.worldcom.com

Worldcom Inc.'s 7.875% bonds due 2003 (WCOE03USR1) are trading
at about 27 cents-on-the-dollar, DebtTraders reports. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=WCOE03USR1
for real-time bond pricing.


W.R. GRACE: Executes Changes in 401(K) Savings & Investment Plan
----------------------------------------------------------------
Mark A. Sheinitz, Secretary for W. R. Grace & Co., advises the
Securities and Exchange Commission that on March 17, 2003, W.R.
Grace & Co. notified participants in its Savings and Investment
Plan, a plan qualified under Section 401(k) of the Internal
Revenue Code, of changes in the operation of the Grace common
stock funds.

W. Brian McGowan, W.R. Grace Senior Vice President for
Administration, notifies each participant by letter that:

      "Over the last few years, in a variety of forums, the
point has been made that the price of Grace stock no longer
reflects the Company's solid operating results. Instead, the
market has been reacting to a number of different issues.
Principal among them is, most likely, the speculation
surrounding the value of Grace's asbestos liabilities and its
effect on the value of shareholders' equity in any Chapter 11
plan of reorganization.

      "As a result, Grace has made several important changes to
the way Grace stock is handled within the S&I Plan.
Specifically, in January 2001, Grace ceased automatically
allocating the Company matching dollars to Grace stock within
the Company Contribution Fund; and all restrictions regarding
transferring assets out of the Company Contribution Fund were
eliminated. In addition, the company match was increased to
100%.

      "We are now approaching a period when speculation
regarding the value of Grace's asbestos liabilities (and other
liabilities), and the possible provisions of a plan of
reorganization (emergence), will likely increase. Such
speculation is inevitable as we approach the March 31, 2003 bar
date for filing all claims (except asbestos personal injury and
Zonolite attic insulation claims). Also, court proceedings,
discussions and other activities, which address the value of the
liabilities and a plan of reorganization, are likely to become
more intense and consume more time of the Grace Board of
Directors and management.

      "Following a thorough discussion on this matter with the
Grace Board and outside advisors, the Company has determined
that it is necessary to implement another change regarding Grace
stock within the S&I Plan, which will further limit the
participants' exposure to such speculation.

      "Effective April 21, 2003, participants in the Plan will
not be allowed to make transfers of assets from other S&I Plan
Funds into the Grace Stock Fund.

      "Also, payroll contributions to the S&I Plan, which are
currently directed to the Grace Stock Fund, will be
automatically redirected to the Fixed Income Fund, effective for
all salaried and hourly payroll periods that begin on or after
April 16, 2003. If you prefer one of the other investment
alternatives available in the Plan, you may make that change by
calling Fidelity Investments at 1-800-835-5096 or by making your
change on the Fidelity Web site at http://www.401k.com

      "As a reminder, if you wish to transfer existing balances
out of the Grace Stock Fund -- or the Company Contribution Fund
-- into one of the other available investment Funds -- either
before or after April 21 -- you can do so by calling Fidelity
Investments or using the web site.

                       Further Evaluation

      "We will continue to evaluate how best to manage the Grace
Stock Fund and the Company Contribution Fund. One approach being
seriously considered is the appointment of an independent non-
Grace entity (known as an independent fiduciary) to directly
manage these two Funds. Such an appointment would avoid any
possible conflict of interest between Grace management's and the
Grace Board's role in negotiating a plan of reorganization, and
their role as fiduciaries of the Funds.

      "In addition, if the management of the stock Funds is
transferred, the independent fiduciary would have the
opportunity to be an advocate for the participants' interests in
the Chapter 11 proceeding. For example, the independent
fiduciary may request representation on the Official Equity
Committee in Grace's Chapter 11 proceedings and have a direct
voice in the development of the plan of reorganization - an
option not available to the S&I participants or to Grace
management. The independent fiduciary would perform its own
analysis of the company's situation and the prospects for
Grace's stock, which would include interviewing management,
financial and investment professionals, and other stakeholders
before determining whether to request joining this committee or
whether any changes should be made with respect to the stock
Funds. The independent fiduciary would have sole discretion,
based on its analysis, to continue the Grace Stock Fund and
Company Contribution Fund or to sell Grace shares within those
Funds and transfer the proceeds to other Funds of your choice,
or take other action.

      "Finally, as a general rule, if you have invested in the
Grace Stock Fund or the Company Contribution Fund, you should
evaluate the appropriateness of Grace stock in your investment
portfolio, given market conditions, Grace's Chapter 11 status
and your own personal risk tolerance. In this regard, please
refer to the 2002 Grace Annual Report on Form 10-K, which was
filed with the SEC last week.  The 2002 Report is currently
available through the Grace Web site (along with other investor
information). The Grace Web site is http://www.grace.com/ To
access the Reports, click on "Investor Information" at that
website, then click on "SEC filings." The 2002 Annual Report
will be mailed in April to S&I Plan participants who hold Grace
stock.

      "We will promptly communicate to you any further changes
to Grace's S&I Plan at the time such changes are adopted." (W.R.
Grace Bankruptcy News, Issue No. 38; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


* Mark G. Shafir Joins Lehman Brothers as Global Head of M&A
------------------------------------------------------------
Lehman Brothers announced that Mark G. Shafir has joined the
Firm as a managing director and global head of Mergers and
Acquisitions. Reporting to Hugh McGee, global head of Investment
Banking, Mr. Shafir will oversee all aspects of the Firm's M&A -
related strategic advisory and execution practice. In addition,
he will serve on the Firm's Management Committee and the
Investment Banking Operating Committee.

Mr. Shafir comes to Lehman Brothers from Thomas Weisel Partners,
where he was a partner and director of Investment Banking.
Previously, he was at Merrill Lynch and served as head of Global
Technology Investment Banking and head of Technology M&A. In his
18-year investment banking career, Mr. Shafir has advised
clients on over $100 billion of transactions, including, more
recently, assignments for Cisco Systems, JDS Uniphase, Ericsson,
Royal Philips Electronics, Pirelli, Solectron, PMC-Sierra, and
Oracle, among others.

"Mark's vast experience as a trusted advisor to corporations
worldwide, both in terms of his long history of strategic
relationships and extensive execution expertise across all
market cycles, will be extremely valuable to the Firm,"
commented Mr. McGee. "Our M&A franchise has grown considerably,
as evidenced by steady market share gains and our presence in a
number of the most prominent and most complex transactions over
the past year. We look forward to building on this platform and
achieving new successes under Mark's leadership."

During 2002, Lehman Brothers' completed worldwide M&A market
share grew to 10.7 percent from 7.4 percent in 2001 with a total
of 172 transactions valued at $140 billion. Announced worldwide
M&A market share rose from 6.5 percent to 10.7 percent totaling
185 transactions valued at $131 billion. Selected transactions
completed across a broad spectrum of industries and geographies
include:

     * Railtrack Group Plc's $11.5 billion sale of Railtrack Plc
       to Network Rail Ltd.

     * Sonera Oyi's and Telia AB's $8.9 billion merger

     * Qwest Communications International's $7.1 billion sale of
       its QwestDex Yellow Page Directory to The Carlyle Group
       and Welsh, Carson, Anderson and Stowe

     * Philip Morris Companies Inc.'s $5.6 billion sale of its
       Miller Beer unit to South African Breweries Plc.

     * TeleCorp PCS, Inc. and AT&T Wireless Services, Inc's $5.6
       billion merger

     * Wendel Consortium's euro 5 billion acquisition of Legrand
       SA from Schneider Electric SA

     * The $3.5 billion restructuring of The Williams Companies

Mr. Shafir holds a B.A., summa cum laude, phi beta kappa, from
Yale University, and an M.B.A. from The Wharton School of the
University of Pennsylvania. In addition, he was a Marshall
Scholar at Kings College, Cambridge University.

Lehman Brothers (ticker symbol: LEH), an innovator in global
finance, serves the financial needs of corporations, governments
and municipalities, institutional clients, and high-net-worth
individuals worldwide. Founded in 1850, Lehman Brothers
maintains leadership positions in equity and fixed income sales,
trading and research, investment banking, private equity, and
private client services. The Firm is headquartered in New York,
London, and Tokyo and operates in a network of offices around
the world. For further information about Lehman Brothers'
services, products, and recruitment opportunities, visit the
firm's Web site at http://www.lehman.com


* DebtTraders' Real-Time Bond Pricing
-------------------------------------

Issuer               Coupon   Maturity  Bid - Ask  Weekly change
------               ------   --------  ---------  -------------
Federal-Mogul         7.5%    due 2004  14.0 - 15.0      +0.5
Finova Group          7.5%    due 2009  36.0 - 37.0      +1.0
Freeport-McMoran      7.5%    due 2006  103.0 - 104.0    +3.5
Global Crossing Hldgs 9.5%    due 2009   3.0 - 3.5       +0.5
Globalstar            11.375% due 2004   1.0 - 2.0       -4.0
Lucent Technologies   6.45%   due 2029  66.5 - 67.5      +3.0
Polaroid Corporation  6.75%   due 2002   5.5 - 6.5       -0.5
Terra Industries      10.5%   due 2005  82.0 - 84.0       0.0
Westpoint Stevens     7.875%  due 2005  27.0 - 29.0      +3.0
Xerox Corporation     8.0%    due 2027  78.0 - 80.0      +4.5

                          *********

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 ***