TCR_Public/030415.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

             Tuesday, April 15, 2003, Vol. 7, No. 74

                          Headlines

ACORN HOLDING: Negotiations for Additional Capital Underway
ACTERNA: Opts Not to Make Payments on Senior Debt Obligations
ADELPHIA BUS.: Exclusivity Extension Hearing Continues on Apr 25
ADELPHIA COMMS: Signing-Up Grubb & Ellis for Consulting Services
AIRNET COMMUNICATIONS: Intends to Appeal Nasdaq Delisting Notice

AIRPLANES P-T TRUST: Fitch Keeps Watch on B+ & CCC Note Ratings
AMERICAN AIRLINES: Unions Accept Variable Wage Adjustment Plan
AMERICAN GREETINGS: Improved Liquidity Spurs Outlook Revision
AMERIGAS PARTNERS: Fitch Rates $32MM 8.875% Senior Notes at BB+
AQUILA INC: Fitch Assigns B+ Rating to New $430-Million Facility

AQUILA INC: S&P Lowers Corp. Credit & Sr Unsecured Ratings to B
AT&T LATIN AMERICA: Files for Chapter 11 Protection in Florida
BASIS100 INC: Sells Interest in CanDeal to CanDeal.ca
BEAR STEARNS ARM: Fitch Cuts Class B5 & B4 Ratings to D and CCC
BREAKAWAY SOLUTIONS: Taps Adelman Lavine as Claims Attorney

CALYPTE BIOMEDICAL: Sets Annual Shareholders' Meeting for May 20
CBO HOLDINGS: S&P Hatchets Note Class B-1 & B-2 Ratings to B/BB-
CENTRAL GARDEN: S&P Rates Proposed $200MM Bank Facility at BB+
CONSECO FINANCE: Pushing for Approval of Disclosure Statement
CONSECO INC: TOPrS Committee Wants to File Alternative Plan

COVANTA ENERGY: Court Extends Lease Decision Period to July 25
CREST DARTMOUTH: S&P Rates Class D Notes & Preferreds at BB/BB-
DDI CORP: Nasdaq to Delist Shares from SmallCap Market Today
DIGITAL PHOTO: Case Summary & 20 Largest Unsecured Creditors
DIRECTV: US Trustee Balks at Young Conaway Evergreen Retainer

DYNEGY INC: Completes Three-Year Financial Statement Re-Audit
ENRON: ENA Sues City of Palo Alto to Recoup Termination Payment
ESSENTIAL THERAPEUTICS: Nasdaq Delists Shares Effective April 14
FEDERAL-MOGUL: Completes Sale of U.S. Camshaft Assets to ASIMCO
FEDERAL-MOGUL: Has Until Aug. 1 to Make Lease-Related Decisions

FLEMING: Wants to Honor Up to $100MM of Critical Vendor Claims
FOCAL COMMUNICATIONS: Court Approves Ernst & Young's Engagement
GLOBAL CROSSING: Court Clears Settlement with Service Providers
GLOE GRAPHICS: Chapter 7 Involuntary Case Summary
GOODYEAR TIRE: Fitch Ratchets Sr. Unsec. Debt Ratings Down to B

GROUP MANAGEMENT: Buying 40% of Official Nevada Courier Shares
HARTMARX CORP: Intends to Reduce Debt by $15 Million in 2003
HAWAIIAN AIRLINES: Bringing-In Marr Hipp as Special Counsel
HILLCREST MEDICAL: S&P Affirms B- Rating and Revises Outlook
INFORMATION ANALYSIS: Rubino & McGeehin Airs Going Concern Doubt

INTEGRATED HEALTH: Wants to Effectuate Substantive Consolidation
KENNY INDUSTRIAL: Gets Okay to Hire Kirkland & Ellis as Counsel
KMART CORP: Wants Blessing to Assume Kodak Services Agreement
KULICKE & SOFFA: Will Publish Fiscal Q2 Results on April 23
LEAP WIRELESS: Files for Chapter 11 Protection in San Diego

LEAP WIRELESS: Case Summary & Largest Unsecured Creditors
MERRILL LYNCH MORTGAGE: Fitch Rates Some Mortgage Notes Low-B
MERRIMAC PAPER: Turns to Valuation Perspectives for Fin'l Advice
MIDLAND STEEL: Court Okays Stout Risius as Committee's Advisor
MOVING BYTES: Evaluating Alternatives Including Liquidation

MRS. FIELDS: Famous Brands Acquires $28MM of Holding's 14% Notes
NATIONAL CENTURY: Continues Using Current Cash Management System
NATIONAL STEEL: Unions Tell Company "No Contract, No Work!"
NEXTEL PARTNERS: Will Host Q1 2003 Conference Call on April 30
PHILIP MORRIS: Ill. Court Cuts Bonding Requirement to $7 Billion

PROMAX ENERGY: Lenders Waive Covenant Violations Until June 30
RELIANT RESOURCES: Steve Letbetter Steps Down as Chairman & CEO
RHYNO CBO 1997-1: S&P Junks Class A-3 Notes Rating at CC
ROGERS WIRELESS: Fitch Revises Outlook on BB Sr. Sub Debt Rating
ROWECOM COMPANIES: Court Approves U.S.A. Asset Sale to EBSCO

SAFETY-KLEEN: Earns Nod to Sell Assets to Oil Filter Recyclers
SAS GROUP: Moody's Ratchets Credit Rating Down a Notch to Ba1
SBA COMMS: Secures Amendment to $300-Mil. Senior Credit Facility
SERVICE MERCHANDISE: Judge Paine to Consider Plan on May 12
TCW LINC: S&P Cuts 4 Note Class Ratings to Low-B & Junk Levels

TELESYSTEM INT'L: Wants to Redeem $48MM in Sr. Guaranteed Notes
TELESYSTEM INT'L: Annual Shareholders' Meeting Slated for May 2
TYCO INT'L: Files Shelf Registration Statement on Form S-3
TYCO INT'L: Will Publish Second Quarter Results on May 1, 2003
UNITED AIRLINES: Pilots Ratify New Labor Agreement

UNITED AIRLINES: Applauds Pilots' Ratification of New Labor Pact
UNITED AIRLINES: US Bank Demands Admin. Expense Claim Payment
UNIVERSAL INSURANCE: Deloitte & Touche Airs Going Concern Doubt
US UNWIRED: Fails to Comply with Nasdaq Listing Requirements
USG CORP: Schedules Annual Shareholders' Meeting for May 14

VENTAS INC: S&P Affirms BB- Corporate Credit Ratings
WESTAR ENERGY: Names Michael F. Morrissey to Board of Directors
WHOLE FOODS: S&P Affirms BB+ Corporate Credit Rating
WHOLE LIVING: Chisholm & Assoc. Doubts Ability to Continue Ops.
WINSTAR: Chapter 7 Trustee Asks Court to OK PwC Settlement Pact

WOLVERINE TUBE: Will Publish First Quarter Results on April 24
WORLDCOM INC: Files Proposed Chapter 11 Reorg. Plan in S.D.N.Y.
WORLDCOM: Intends to Enter into Discount Plans with SBC Comms.
WORLDPORT COMMS: Posts Preliminary Results of Self-Tender Offer
YUM! BRANDS: Fitch Affirms BB+ Ratings with Positive Outlook

* Rick Cieri Moves to New York & Joins Gibson, Dunn & Crutcher

* Large Companies with Insolvent Balance Sheets

                          *********

ACORN HOLDING: Negotiations for Additional Capital Underway
-----------------------------------------------------------
Acorn Holding Corp., reported the results of operations on an
operating basis for the year ended December 31, 2002 and for the
fourth quarter ended December 31, 2002.  The Company's principal
subsidiary is Recticon Enterprises, Inc., which manufactures
monocrystalline silicon wafers which are used in the
semiconductor industry.

For the year ended December 31, 2002, the Company, on a
consolidated basis, reflected net sales of $3,705,005 with net
loss of $2,671,147 (of which $1,236,718 results from the write
off of its deferred income tax asset), while for the year ended
December 31, 2001, it reflected net sales of $5,514,092 with net
income of $159,174.  The loss per share for 2002 was $1.69,
based on a weighted share average of 1,582,405, while the
earnings per share for 2001 was $.10, based on a weighted share
average of 1,597,626 shares. The net income for 2001 was
achieved by the realization of income, during the fourth
quarter, of $653,400 for the market value of equipment received.

For the three months ended December 31, 2002 the Company, on a
consolidated basis, reflected net sales of $577,674 with a net
loss of $616,476 while for the three months ended December 31,
2001, it reflected net sales of $839,370 with a net income of
$345,645.  The loss per share for the fourth quarter ended
December 31, 2002 was $.39 while the earnings per share for the
fourth quarter ended December 31, 2001 was $.20.

Stephen A. Ollendorff, Chairman and Chief Executive Officer of
the Company, noted that "as a result of a depressed market,
sales have continued to decline.  The Company believes it will
require a significant infusion of capital to maintain its
operations.  Negotiations are presently being conducted to
obtain additional capital.  No assurance can be given, however,
that the Company will be able to obtain such infusion of
capital."

From time to time in both written reports and oral statements by
the Company's senior management, we may express our expectations
regarding future performance by the Company.

The Company's stock is traded on the OTC Bulletin Board under
the symbol AVCC.

                   Going Concern Uncertainty

Acorn Products' September 29, 2002, balance sheet shows that its
total current liabilities exceeded total current assets by about
$16 million.

In its Form 10-Q filed with the Securities and Exchange
Commission on November 13, 2002, the Company reported:

"The Company's consolidated financial statements have been
presented on a going concern basis, which contemplates the
realization of assets and the satisfaction of liabilities in the
normal course of business. The Company is substantially
dependent upon borrowing under its credit facility.

"On June 28, 2002, the Company entered into a recapitalization
transaction, obtaining a new $10.0 million investment from its
majority stockholders representing funds and accounts managed by
TCW Special Credits and Oaktree Capital Management, LLC. The
Company also entered into a new $45.0 million credit facility,
agented by CapitalSource Finance, LLC, consisting of a $12.5
million term loan and a $32.5 million revolving credit
component. The term loan bears interest at prime plus 5.0% and
the revolving credit component bears interest at prime plus
3.0%. The Lender's facility terminates initially in December
2004 which is automatically extended to June 2007 upon
completion of an offering of common shares to minority
stockholders and conversion of certain convertible notes and
preferred stock described below. The majority of the proceeds
from this transaction went to pay off borrowings under the
Company's previous credit facility ($33.7 million was borrowed
as of June 27, 2002), that otherwise expired on June 30, 2002.
Relative to the extension and termination of its previous credit
facility, the Company paid $2.0 million of success fees during
the second quarter of fiscal 2002. At September 29, 2002, the
Company had $8.4 million available to borrow under its new
credit facility."


ACTERNA: Opts Not to Make Payments on Senior Debt Obligations
-------------------------------------------------------------
As previously disclosed in Acterna Corporation's financial
statements for the period ended December 31, 2002, filed with
the Securities and Exchange Commission on February 14, 2003,
Acterna is in discussions with its senior lender group to
restructure its existing long-term debt obligations.

In connection with these discussions, Acterna did not make the
scheduled quarterly payment of interest and other fees due on
March 31, 2003, with respect to its Senior Debt Obligations.
Under the terms of the credit agreement governing its Senior
Debt Obligations, Acterna had a five day grace period before an
event of default occurred. Accordingly, Acterna is in default of
its Senior Debt Obligations. In the event that the senior
lenders were to demand repayment, Acterna would be unable to
make such repayment. Acterna is in continuing discussions with
such lenders with respect to a consensual restructuring.

Acterna is the world's largest provider of test and management
solutions for optical transport, access and cable networks, and
the second largest communications test company overall. Focused
entirely on providing equipment, software, systems and services,
Acterna helps customers develop, install, manufacture and
maintain their optical transport, access, cable, data/IP and
wireless networks.

The company serves customers in more than 80 countries. Acterna
is a subsidiary of Acterna Corporation. Information about
Acterna can be found on the Web at http://www.acterna.com


ADELPHIA BUS.: Exclusivity Extension Hearing Continues on Apr 25
----------------------------------------------------------------
The hearing on Adelphia Business Solutions, Inc., and debtor-
affiliates' request for a further extension of their exclusive
period to propose a chapter 11 plan has been continued to April
25, 2003 at 9:45 a.m.  The Debtors' exclusive period remains
intact through the conclusion of that hearing.

As previously reported, Adelphia Business Solutions, Inc., and
its debtor-affiliates asked the U.S. Bankruptcy Court for the
Southern District of New York for an extension of the deadlines
to (A) file a plan of reorganization to May 31, 2003; and (B)
solicit acceptances of that plan to July 31, 2003. (Adelphia
Bankruptcy News, Issue No. 32; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


ADELPHIA COMMS: Signing-Up Grubb & Ellis for Consulting Services
----------------------------------------------------------------
Adelphia Communications and its debtor-affiliates seek the
Court's authority to employ Grubb & Ellis Company to provide
real estate consulting services, nunc pro tunc to February 14,
2003.

Marc Abrams, Esq., at Willkie Farr & Gallagher, in New York,
explains that the ACOM Debtors want Grubb & Ellis to continue
assisting them with the management and evaluation of their real
estate portfolio and the renegotiation of certain of their
leases.  Grubb & Ellis and its senior professionals have an
excellent reputation for providing high quality real estate
advisory services to their clients.

As part of their efforts to manage and analyze their real estate
portfolio more effectively, the ACOM Debtors intend to create
and manage a database of all of their leased and owned
properties, evaluate their real estate portfolio in light of
current market conditions and identify certain leases for either
rejection or renegotiation.  The ACOM Debtors require the
assistance of Grubb & Ellis to perform these tasks effectively
and efficiently.

According to Mr. Abrams, Grubb & Ellis is one of the nation's
largest commercial real estate services firms and one of the
world's leading providers of integrated real estate services.
Through its offices and affiliates in 90 markets, Grubb & Ellis
provides a full range of real estate services, including
transaction, management and consultative services, to users and
investors worldwide.  Grubb & Ellis provides its clients with
multi-level solutions for businesses and corporations worldwide,
including strategic planning, property and asset management
services, transaction expertise in both corporate and investment
real estate, arrangement for the sale or lease of business
properties and commercial land, and advisory services, including
site selection, feasibility studies, market forecasts and
research.  Grubb & Ellis has performed numerous engagements
within the telecommunications, cable access and satellite access
industries, including Verizon, AT&T, EDS, Focal Communications,
MCI, Qwest, Sprint, Xerox, and the Chapter 11 reorganizations of
Sizzler Restaurants International, Inc. and Levitz Furniture
Inc.

The Engagement Letter contemplates that Grubb & Ellis will be:

  A. abstracting the documentation relating to the Debtors'
     leased and owned properties, creating a database of
     information, transitional management of the database and
     training the Debtors' employees in the use of the database;

  B. evaluating the Debtors' real estate portfolio in light
     of current market conditions;

  C. identifying leases for rejection or renegotiation;

  D. negotiating and preparing, with the assistance of the
     Debtors' counsel, proposed lease amendments; and

  E. providing any other related consulting services as mutually
     agreed on by the parties.

Grubb & Ellis has substantial expertise in all these areas, and
as a result, the firm is well qualified to perform these
services for the Debtors.

Grubb & Ellis will be entitled to these forms of compensation
for its services pursuant to the Engagement Letter:

  A. For each lease or parcel of real property abstracted into a
     real property administration database, a $275 per location
     fee;

  B. To assist the Debtors in deciding which leases are
     candidates for renegotiation, for each lease compared to
     market rent, a fee not to exceed $250 per location.  After
     a location is qualified and approved by the Debtors for
     lease renegotiation, a fee not to exceed $750 for a full
     mark to market report to assist the Debtors in establishing
     comparable parameters for the renegotiation;

  C. For each successfully renegotiated lease, a success fee of
     10% of the total occupancy cost savings, with all savings
     discounted to net present value at 7% interest;

  D. If requested by the Debtors, for real property
     administration after the real property administration
     transfer date, a fee not to exceed $24 per active real
     property lease per month and $15 per tower lease per month,
     with a minimum of 2,000 leases;

  E. For any additional related consulting services in
     subsequent phases, hourly rates not to exceed $275 per
     hour; and

  F. The Debtors will reimburse the Firm for all reasonable out-
     of-pocket expenses.

The Debtors estimate that the cost of the program to develop the
database and evaluate their real estate properties will be
between $750,000 and $1,300,000.  This estimate does not include
the costs associated with lease renegotiations.  The Debtors
estimate that these costs will be more than covered by the
savings from the negotiations.

Mr. Abrams contends that Grubb & Ellis has not received any
compensation for services rendered in the Debtors' chapter 11
cases.  However, to date, Grubb & Ellis as rendered services
amounting to less than $1,000 in fees.

Grubb & Ellis' engagement may be terminated by the Debtors or
the firm at any time without liability except that following the
termination and any expiration of the Engagement Letter, Grubb &
Ellis will remain entitled to any fees accrued but not yet paid
prior to the termination or expiration, as the case may be, and
to reimbursement of expenses incurred prior to the termination
or expiration, as the case may be.

Grubb & Ellis Director Michael S. Hobbs assures the Court that
the Firm has not represented and has no relationship with the
Debtors, their creditors or equity security holders, any other
parties-in-interest in this case, their attorneys and
accountants, or the United States Trustee or any person employed
in the Office of the United States Trustee, in any matter
relating to these cases.  In addition, the principals and
professionals of Grubb & Ellis:

  A. do not have any connection with the Debtors, their
     creditors, or any party-in-interest, or their attorneys;

  B. do not hold or represent an interest adverse to the estate;
     and

  C. are "disinterested persons" within the meaning of Section
     101(14) of the Bankruptcy Code. (Adelphia Bankruptcy News,
     Issue No. 32; Bankruptcy Creditors' Service, Inc., 609/392-
     0900)

Adelphia Communications' 10.875% bonds due 2010 (ADEL10USR1) are
trading at about 44 cents-on-the-dollar, says DebtTraders. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=ADEL10USR1
for real-time bond pricing.


AIRNET COMMUNICATIONS: Intends to Appeal Nasdaq Delisting Notice
----------------------------------------------------------------
AirNet Communications Corporation (Nasdaq:ANCC), the technology
leader in software defined base station products for wireless
communications, announced that on April 9, 2003, it received
notice of a determination by Nasdaq's Listing Qualifications
Staff that AirNet had failed to comply with the minimum bid
price for continued listing set forth in Marketplace Rules
4450(a)(5) and that AirNet's common shares were therefore
subject to delisting from the Nasdaq National Market System.

AirNet has requested a hearing before a Nasdaq Listing
Qualifications Panel to review the Staff's determination. The
request automatically stays the delisting of AirNet's common
stock. Until the Panel's ultimate determination, AirNet's common
stock will continue to be traded on the Nasdaq National Market.
Hearings with the Panel typically occur within thirty days of a
company's request. The Company intends to present a
comprehensive plan to the Nasdaq Listing Qualifications Panel
for achieving and sustaining compliance with the Nasdaq
Marketplace Rules, but there can be no assurance that the Panel
will grant the Company's request for continued listing.

If the planned appeal is unsuccessful, AirNet may apply for a
transfer to the Nasdaq SmallCap Market. If the Nasdaq approves
its application to transfer to the SmallCap Market, under
existing rules, AirNet may qualify for an extended grace period
through January 5, 2004 for the minimum $1 bid price
requirement.

During the appeal process or if the Company transfers to the
Nasdaq SmallCap Market, AirNet's common stock will continue to
trade under its current ticker symbol, ANCC.

AirNet Communications Corporation is a leader in wireless base
stations and other telecommunications equipment that allow
service operators to cost-effectively and simultaneously offer
high-speed wireless Internet and voice services to mobile
subscribers. AirNet's patented broadband, software-defined
AdaptaCell(TM) base station solution provides a high-capacity
base station with a software upgrade path to the wireless
Internet. The Company's AirSite(R) Backhaul Free(TM) base
station carries wireless voice and data signals back to the
wireline network, eliminating the need for a physical backhaul
link, thus reducing operating costs. AirNet has 69 patents
issued or filed and has received the coveted World Award for
Best Technical Innovation from the GSM Association, representing
over 400 operators around the world. More information about
AirNet may be obtained by visiting the AirNet Web site at
http://www.airnetcom.com

           Liquidity and Going Concern Uncertainty

In its Form 10-K filed on April 1, 2003, the Company stated:

"The [Company's] financial statements have been prepared on a
going concern basis, which contemplates the realization of
assets and the satisfaction of liabilities in the normal course
of business; and, as a consequence, the financial statements do
not include any adjustments relating to the recoverability and
classification of recorded asset amounts or the amounts and
classifications of liabilities that might be necessary should we
be unable to continue as a going concern. We have experienced
net operating losses and negative cash flows since inception
and, as of December 31, 2002, we had an accumulated deficit of
$225.4 million. Cash used in operations for the years ended
December 31, 2002 and 2001 was $1.1 million and $48.2 million,
respectively. We expect to have an operating loss in 2003. At
December 31, 2002, our principal source of liquidity was $3.2
million of cash and cash equivalents. Such conditions raise
substantial doubt that we will be able to continue as a going
concern without receiving additional funding. As of March 28,
2003 our cash balance was $3.7 million, after the draw of $4.8
million against our Bridge Loan for interim funding. The amounts
drawn against the bridge loan are due and payable on May 24,
2003. In addition, on the same date we had a revenue backlog of
$5.3 million. Our current 2003 operating plan projects that cash
available from planned revenue combined with the $3.7 million on
hand at March 28, 2003 will not be adequate to defer the
requirement for additional funding. We are currently negotiating
additional financing of $16 million with two Investors, which if
successful, (a portion will be used to pay off the bridge loan)
would provide the capital we require to continue operations.
There can be no assurances that the proposed financing can be
finalized on terms acceptable to us, if at all, or that the
funding negotiated will be adequate to sustain operations
through 2003.

"Our future results of operations involve a number of
significant risks and uncertainties. The worldwide market for
telecommunications products such as those sold by us has seen
dramatic reductions in demand as compared to the late 1990's and
2000. It is uncertain as to when or whether market conditions
will improve. We have been negatively impacted by this reduction
in global demand and by our weak balance sheet. Other factors
that could affect our future operating results and cause actual
results to vary from expectations include, but are not limited
to, ability to raise capital, dependence on key personnel,
dependence on a limited number of customers (with one customer
accounting for 49% of the revenue for 2002), ability to design
new products, the erosion of product prices, ability to overcome
deployment and installation challenges in developing countries
which may include political and civil risks and risks relating
to environmental conditions, product obsolescence, ability to
generate consistent sales, ability to finance research and
development, government regulation, technological innovations
and acceptance, competition, reliance on certain vendors and
credit risks. Our ultimate ability to continue as a going
concern for a reasonable period of time will depend on our
increasing our revenues and/or reducing our expenses and
securing enough additional funding to enable us to reach
profitability. Our historical sales results and our current
backlog do not give us sufficient visibility or predictability
to indicate when the required higher sales levels might be
achieved, if at all. Additional funding will be required prior
to reaching profitability. To obtain additional funding, we have
entered into discussions with SCP II and TECORE concerning a
proposed financing of $16,000,000 discussed below. No assurances
can be given that either the proposed financing or additional
equity or debt financing will be arranged on terms acceptable to
us, if at all.

"If we are unable to finalize the proposed financing, we will
have to seek additional funding or dramatically reduce our
expenditures and it is likely that we will be required to
discontinue operations. It is unlikely that we will achieve
profitable operations in the near term and therefore it is
likely our operations will continue to consume cash in the
foreseeable future. We have limited cash resources and therefore
we must reduce our negative cash flows in the near term to
continue operations. There can be no assurances that we will
succeed in achieving our goals or finalize the proposed
financing, and failure to do so in the near term will have a
material adverse effect on our business, prospects, financial
condition and operating results and our ability to continue as a
going concern. As a consequence, we may be forced to seek
protection under the bankruptcy laws. In that event, it is
unclear whether we could successfully reorganize our capital
structure and operations, or whether we could realize sufficient
value for our assets to satisfy fully our debts. Accordingly,
should we file for bankruptcy there is no assurance that our
stockholders would receive any value.

"Prior to our initial public offering in December 1999, which
raised net proceeds of $80.4 million, we funded our operations
primarily through the private sales of equity securities and
through capital equipment leases. At December 31, 2002, our
principal source of liquidity was $3.2 million of cash and cash
equivalents.

"On May 16, 2001, we issued and sold 955,414 shares of preferred
stock to three existing stockholders, SCP Private Equity
Partners II, L.P., Tandem PCS Investments, LP and Mellon
Ventures LP, at $31.40 per share for a total face value of $30
million. The preferred stock is redeemable at any time after May
31, 2006 out of funds legally available for such purposes and
initially each share of preferred stock is convertible, at any
time, into ten shares of our common stock. Dividends accrue to
the preferred stockholders, whether or not declared, at 8%
cumulatively per annum. The preferred stockholders are entitled
to votes equal to the number of shares of common stock into
which each share of preferred stock converts and collectively to
designate two members of the Board of Directors. Upon
liquidation of the Company, or if a majority of the preferred
stockholders agree to treat a change in control or a sale of all
or substantially all of our assets (with certain exceptions) as
a liquidation, the preferred stockholders are entitled to 200%
of their initial purchase price plus accrued but unpaid
dividends before any payments to any other stockholders. In
association with this preferred stock investment, we issued
immediately exercisable warrants to purchase 2,866,242 shares of
our common stock for $3.14 per share, which expire on May 14,
2011. The proceeds from the sale of the preferred stock were
used to fund our operations from May 2001 into 2002. Effective
October 31, 2002, the preferred stockholders irrevocably and
permanently waived the right of optional redemption applicable
to the Series B Preferred Stock as set forth in the Certificate
of Designation and the right to treat a specific proposed "Sale
of the Corporation" as a "Liquidation Event," to the extent that
such treatment would entitle the Series B Holders to receive
their "Liquidation Amount" per share in a form different from
the consideration to be paid to holders of our common stock in
connection with such Sale of the Corporation.

"On January 24, 2003, we entered into a Bridge Loan Agreement
with SCP II, an affiliate of our Chairman, James W. Brown, and
TECORE, Inc., our largest customer based on revenues during the
fiscal year ended December 31, 2002, and a supplier of switching
equipment to us. We issued two Bridge Loan Promissory Notes
under the Bridge Loan Agreement, each in a principal amount of
$3.0 million. The Bridge Notes carry an interest rate of two
percent over the prime rate published in The Wall Street Journal
and become due and payable on May 24, 2003. The Bridge Loan
Agreement provides that the Bridge Notes are secured by a
security interest in all of our assets including, without
limitation, our intellectual property. To date, we have received
advances totaling $4.8 million under the Bridge Notes. We are
currently negotiating a definitive funding agreement, under
which SCP II and TECORE would provide us financing of $16.0
million in the form of secured notes convertible into our common
stock. The proceeds of this proposed financing would be used to
refund the advances under the Bridge Loan Agreement and to fund
our operations."


AIRPLANES P-T TRUST: Fitch Keeps Watch on B+ & CCC Note Ratings
---------------------------------------------------------------
Fitch Ratings places all classes of Airplanes Pass Through Trust
on Ratings Watch Negative. The current ratings are listed below:

     -- Class A-6 notes, rated 'A+';

     -- Class A-8 notes, rated 'A+';

     -- Class A-9 notes, rated 'A+';

     -- Class B notes, rated 'BBB+';

     -- Class C notes, rated 'B+';

     -- Class D notes, rated 'CCC'.

The Rating Watch Negative reflects Fitch's concern that the
continued economic weakness, possible additional airline
bankruptcies and the war with Iraq will likely further impair
Airplanes' cash flows. Although Airplanes' monthly collections
have fallen about one third from September 2001 levels, Fitch is
concerned that additional declines of 15% to 30% are possible in
the next 24 months.

The factors that Fitch will focus on in its analysis include
Airplanes' North American obligor concentrations, lease
expirations, aircraft liquidity, existing lease terms, and the
expected lease terms of renewals & extensions. Of particular
concern are Airplanes' expected aircraft placement requirements
the next 18 months (about 75 of the portfolio's 181 total
aircraft), many of which will be extremely difficult to place.

Fitch is currently awaiting additional information from
Airplanes and expects to conclude its review in less than 30
days from the time of this release.

Airplanes originally issued $4,048 million of notes in March
1996 followed by two refinancing trusts, one in March 1998 and
the other in March 2001. As of March 2003, Airplanes has $2,627
million of notes outstanding. Airplanes is a New York trust
formed to conduct limited activities, including the buying,
owning, leasing and selling of commercial jet aircraft.


AMERICAN AIRLINES: Unions Accept Variable Wage Adjustment Plan
--------------------------------------------------------------
American Airlines announced that the unions representing pilots
and flight attendants had also accepted an offer that provides
employees additional opportunities to benefit in the event that
the company's financial situation substantially improves. The
announcement comes as union employees prepare to vote on
tentative agreements that, if not ratified, will force AMR
Corp., to file for bankruptcy protection.

The agreement adds additional opportunities for American's
employees to share in any opportunities made possible through
their sacrifices. The tentative agreements already provide a new
stock option and profit sharing plan.

The new agreement offers an opportunity to revisit wage rate
increases in later years of the contracts and shortens the
contract period from six years to five and two-thirds years for
the pilots and flight attendants, matching the contract terms
for the Transport Workers Union.

"Long-term job security and returning our company to sound
financial footing must go hand-in-hand, with employees having
opportunities to participate in any success their sacrifices
helped make possible," AMR Chairman Don Carty wrote in April 11
letters to the Allied Pilots Association and the Association of
Professional Flight Attendants.

Earlier this week, leaders of the Transport Workers Union agreed
to the same arrangement.

The amendable date for the APA and APFA contract is now
identical to that of the TWU agreements, which shortens the
contract term to Dec. 31, 2008. It was American's original
intent to have standardized contract durations. The difference
in durations occurred during the rush to reach tentative
agreements before the March 31 bankruptcy deadline.

"We hope that by listening, shortening the contract duration,
and making available the Variable Wage Adjustment Program to
your membership, we clearly demonstrate that although we are all
in a very difficult predicament today, we are committed to
restructuring this company consensually and sharing in our joint
success," Carty wrote.

On March 31, American and its three major unions reached
consensual agreements to restructure labor costs as part of a
wide-ranging effort to cut costs and make the airline more
competitive.

The airline is asking for a total of $1.8 billion in employee
costs savings -- with the sacrifice shared among the pilots
represented by the APA; flight attendants represented by the
APFA; mechanics, fleet service workers and other employees
represented by the Transport Workers Union; and all
representatives, agents, planners, support staff and management.

Unless all three unions vote to ratify the consensual deals by
April 15, the company has said it will have no option but to
file for Chapter 11 bankruptcy protection.

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

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

The Variable Wage Adjustment Program approved provides union
employees an opportunity to add to the 1-1/2 percent pay
increase already allowed within the new contract by providing
for additional wage increases of up to 4-1/2 percent for a 12-
month period. The program would be triggered only if AMR's
credit rating returns to the level held immediately prior to
Sept. 11, 2001. At the time, the Standard & Poor's rating was
BBB- and Moodys rating was Baa3. Any adjustment could take
effect Jan. 2006 and could recur in each subsequent year of the
agreement upon requalification.

In his letter, Carty said that he did not want to "create false
hopes" with this agreement that the unions can return to the
bargaining table or change the terms of the tentative agreements
signed last month.

"I want to again make clear that these adjustments do not create
an opportunity to further modify or renegotiate the tentative
agreements," Carty wrote. "It bears repeating that our financial
condition makes it impossible to revisit the terms of the
agreements because we must deliver $1.8 billion in savings, and
we must do it quickly if we are to stave off bankruptcy."

Current AMR Corp. (NYSE: AMR) press releases can be found at the
Company's Web site at http://www.amrcorp.com


AMERICAN GREETINGS: Improved Liquidity Spurs Outlook Revision
-------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
American Greetings Corp., to stable from negative due to its
significantly improved liquidity position and planned near-term
strengthening of the capital structure.

At the same time, Standard & Poor's affirmed its 'BBB-'
corporate credit and senior secured debt and 'BB+' subordinated
debt ratings on the company. The Cleveland, Ohio-based
manufacturer and distributor of greeting cards has about $860
million of debt outstanding.

The ratings on American Greetings are supported by the company's
strong market position as the second-largest manufacturer and
distributor of greeting cards. "In addition, the company
benefits from its large cash balances and availability under its
revolving credit and accounts receivables securitization
facilities," said Standard & Poor's credit analyst Donald Wong.
"These factors are tempered by the greeting card industry's
mature and very competitive business conditions," Mr. Wong
added. Moreover, while improving, the overall financial profile
is still relatively weak for the ratings.

Revenues have been adversely affected by store losses resulting
from account losses and store closings, as well as the soft
retail climate. However, earnings and cash flow have improved,
reflecting American Greetings' major restructuring and other
actions implemented during the fiscal year ended February 2002
and ongoing productivity and cost initiatives. During this past
fiscal 2003, the company also funded its $143 million corporate-
owned life insurance net tax liability. Cash at February 2003
was $208 million, up from $101 million a year earlier. As a
result of this cash position, American Greetings will be
repaying its outstanding $118 million term loan B in this
current fiscal 2004 first quarter.

With capital expenditures at manageable levels, the company
generates meaningful levels of free operating cash flow and is
expected to continue to build its cash balances. With the pay
down of the term loan B, American Greetings' debt structure will
consist essentially of three fixed rate issues. The company is
considering various alternatives to strengthen its balance
sheet.


AMERIGAS PARTNERS: Fitch Rates $32MM 8.875% Senior Notes at BB+
---------------------------------------------------------------
AmeriGas Partners, L.P.'s $32 million 8.875% senior notes due
2011, issued jointly and severally with its special purpose
financing subsidiary AP Eagle Finance Corp., are rated 'BB+' by
Fitch Ratings. The Rating Outlook is Stable. An indirect
subsidiary of UGI Corp., is the general partner and a 51%
limited partner for AmeriGas. AmeriGas in turn is a master
limited partnership for AmeriGas Propane, L.P., an operating
limited partnership. Proceeds from the new senior notes will be
utilized to make a capital contribution to the OLP which in turn
will use the funds as well as existing cash on hand to repay
approximately $53.8 million of maturing debt.

AmeriGas' rating reflects the subordination of its debt
obligations to $577 million secured debt of the OLP including
the OLP's $540 million privately placed 'BBB' rated first
mortgage notes. In addition, Fitch's assessment incorporates the
underlying strength of AmeriGas' retail propane distribution
network. AmeriGas is viewed as one of the premier retail propane
distributors evidenced by its efficient operations, favorable
acquisition track record, and proven ability to sustain gross
profit margins under various operating conditions. AmeriGas is
the nation's largest retail propane distributor with retail
sales volumes of more than 900 million gallons annually and a
geographically diverse base of more than 1.2 million customers
in 46 states. Primary industry concerns are the negative impact
of warm heating-season weather on profits and volumes sold and
the potential adverse impact of supply price volatility where
rapid increases in the wholesale price of propane may not be
immediately passed through to customers.

Weather across APU's service territory has been slightly colder
than normal during the 2002-2003 winter heating season, a factor
which has favorably impacted APU's credit measures. Fitch
expects that consolidated ratios for earnings before interest,
taxes, depreciation, and amortization (EBITDA) coverage of
interest and debt to EBITDA for fiscal year 2003 will
approximate 2.8 times and 3.7x, respectively. This compares with
EBITDA to interest of 2.4x and total debt to EBITDA of 4.6x for
the fiscal year ended Sept. 30, 2002, a period during which
AmeriGas experienced weather that was 10% warmer than normal. In
addition, cash distributions to AmeriGas, which can be generally
defined as EBITDA generated by the OLP minus OLP interest
expense and maintenance capital expenditures, should cover
interest expense on AmeriGas' outstanding senior notes by more
than 4.5x during fiscal year 2003.

Fitch believes that conditions and/or events that would disrupt
debt service at AmeriGas remain highly unlikely. Specifically,
Fitch estimates that EBITDA at the OLP would have to drop by
more than 40% under a warm weather stress case scenario before
the OLP could potentially be restricted from distributing cash
to AmeriGas. The likelihood of this level of EBITDA erosion is
remote given AmeriGas' strong track record of customer retention
and demonstrated ability to maintain unit margins even during
periods of extreme product price volatility.


AQUILA INC: Fitch Assigns B+ Rating to New $430-Million Facility
----------------------------------------------------------------
Fitch Ratings has assigned a 'B+' rating to the new $430 million
senior secured 3-year credit facility of Aquila, Inc.
Concurrently, Fitch has downgraded the senior unsecured rating
of ILA to 'B-' from 'B+'. Approximately $3 billion of debt has
been affected. The senior unsecured rating of ILA is removed
from Rating Watch Negative. The Rating Outlook for ILA's secured
and unsecured ratings is Negative.

The Facility rating is based on the structural protections of
the Facility as well as the senior secured lenders' enhanced
recovery prospects relative to unsecured creditors. Secured and
structurally senior debt together account for approximately 25%
of total debt excluding pre-payment obligations. Facility
collateral includes first mortgage bonds registered in the name
of the collateral agent (Credit Suisse First Boston) on the
regulated gas distribution utilities in MI and NE, a pledge of
stock of the holding company of the Canadian regulated
electricity distribution businesses and a second lien on certain
independent power plant investments.

No regulatory approvals were necessary to pledge utility assets
in MI and NE. Under the terms of the Facility, ILA must make
reasonable efforts to obtain regulatory approvals to pledge
utility assets of its remaining domestic utilities located in
MO, KN, CO, IA and MN, though the continued availability of the
Facility is not conditional upon any eventual achievement of
this approval. If any additional domestic regulated utility
assets are successfully added to the collateral package and the
value of the pledged domestic regulated assets at that time
exceeds 167% of the outstanding amount under the Facility, then
ILA may request release of the pledge of the stock of the
Canadian distribution assets from the package.

The net proceeds received by ILA from any sale of the Canadian
assets must be used to pay-down the Facility, irrespective of
the pledge status of these assets. ILA does not require
regulatory approvals to secure non-regulated assets, but
currently they are largely encumbered.

The senior unsecured rating of ILA of 'B-' reflects
subordination to new secured lenders, execution risks related to
the ongoing business restructuring plan, high leverage, the
persistent drag on cash flow stemming from long-term tolling
agreements, and a larger than previously anticipated amount of
secured debt in the capital structure. Additional concerns
include liquidity risks relating to a potential adverse judgment
in litigation with a surety provider regarding a long-term gas
delivery contract and the potential for risk, given previous
regulatory actions within the region, that regulators may
attempt to pursue a separation of regulated and non-regulated
loans and security.

Improvement in ILA's Rating Outlook will depend upon further
progress made towards achievement of the strategic restructuring
plan as well as debt pay-downs and reducing losses from non-
regulated activities. The main objectives of the restructuring
plan are to return the company to its roots as a domestic
regulated utility operating in 7 states, and restore credit
quality. The strategy for achieving the objectives is to sell
international assets located in the U.K., Australia and Canada
and exit from non-regulated activities. There has been
widespread anticipation of an imminent announcement of the sale
of Australian assets, which would be another step in the right
direction. Fitch believes timely asset sales and tolling
contract restructurings are necessary for the plan to succeed.
The domestic regulated businesses provide a stable source of
cash flow and face limited retail competition.

The 'B+' ratings of Aquila Asia Pacific and Aquila Canada
Finance, guaranteed by ILA, remain on Rating Watch negative
pending further review.

New rating:

     -- $430 million senior secured term loan facility 'B+'.

Rating downgraded:

Aquila Inc.

     -- Senior unsecured debt to 'B-' from 'B+'.

ILA provides network distribution of electricity and gas in the
U.S., Canada, Australia and the UK. It also is in the wholesale
power generating and trading business in North America. ILA is
in the process of selling the Australian and U.K. operations.


AQUILA INC: S&P Lowers Corp. Credit & Sr Unsecured Ratings to B
---------------------------------------------------------------
Standard & Poor's Rating Services lowered its corporate credit
and senior unsecured rating on electricity and natural gas
distributor Aquila Inc., to 'B' from 'B+'. The ratings have also
been removed from CreditWatch where they were placed with
negative implications on Feb. 25, 2003. The outlook is negative.
The rating actions reflect concerns resulting from the company's
reliance on asset sales to reduce debt levels and projected weak
cash flows from operations. At the same time, Standard & Poor's
Rating Services assigned a 'B+' rating to Aquila's proposed $430
million senior secured credit facility. The issuer rating of
Aquila Merchant Services Inc. was withdrawn.

Kansas City, Missouri-based Aquila has about $3 billion of
outstanding debt.

"The ratings on Aquila reflect Standard & Poor's analysis of the
company's restructuring plan, financial condition, and available
liquidity to meet near-term obligations," noted Standard &
Poor's credit analyst Rajeev Sharma. Aquila's restructuring plan
is dependent on continued asset sales. Standard & Poor's is
concerned with the heavy execution risks involved with Aquila's
asset sales strategy. Weak market conditions may lead to
increased execution risks for future asset sales, as evidenced
by the delay in the sale of Avon Energy Partners Holdings. Due
to weak cash flow generation from operations, asset sales will
be necessary for Aquila to reduce its debt levels and shore up
the company's balance sheet. However, cash flow generation
relative to total debt is likely to remain weak and not exceed
15% in the near term.

Cash flows from Aquila's regulated utilities are projected to be
stable, however, depressed power prices and negative spark
spreads will continue to be a drag on Aquila's cash flow from
operations on the nonregulated side of the business. Overall
cash flow will be strained, as the company faces restructuring
charges in 2003 and debt maturities in 2004. Expected cash flow
from the company's reconstituted business plan is insufficient
to fully offset Aquila's massive amount of debt leverage.

Aquila's liquidity will be highly dependent on continued asset
sales as the company faces $400 million in debt maturities in
2004 ($250 million in senior notes due in July and $150 million
in senior notes due in October). Aquila's liquidity will be
further strained by the cash outflows associated with its
prepaid gas delivery contracts and tolling agreements. The
aggregate cash flows for these commitments are estimated to be
$245 million in 2003 and $263 million in 2004. In addition,
substantial projected capital expenditures of $316 million in
2003 and $210 million in 2004 and working capital needs will
continue to be a drain on cash flows.

The negative outlook reflects uncertainties regarding the timely
execution of Aquila's future asset sales, the level of debt
reduction from asset sale proceeds, and the company's ability to
restructure tolling commitments and gas prepay contracts.
Ratings could fall further if Aquila is unable to execute asset
sales, significantly reduce debt leverage, and stabilize credit
measures in the next nine months. Maintaining current ratings is
dependent on Aquila's ability to successfully restructure its
business, develop a new tolling strategy, and attain additional
cost reductions.


AT&T LATIN AMERICA: Files for Chapter 11 Protection in Florida
--------------------------------------------------------------
AT&T Latin America Corp. (OTC Bulletin Board: ATTL.OB),
announced that Matlin Patterson, one of the company's secured
creditors, filed a petition to reorganize ATTL under Chapter 11
in the Southern District of Florida, Miami Division. This
petition applies to AT&T Latin America Corp., as well as its
Argentine subsidiary.

The company will continue to meet customer commitments and
provide the high-quality service the company's customers have
come to expect. Additionally, the company will continue working
with lenders, creditors and other third parties to enhance the
company's capital structure, improve liquidity and explore
potential investor opportunities. In addition to the other
parties of interest, ATTL continues to work directly with its
largest shareholder and creditor, AT&T Corp., as the company's
restructuring efforts progress. It is expected that AT&T Latin
America will finance its reorganization through existing cash
and liquidity generated from operations. AT&T Latin America and
its subsidiaries in Argentina, Brazil, Chile, Colombia, and Peru
will continue to operate on a normal basis, providing high-
quality communication services to more than 140,000 total
customers, including 5,400 data/Internet business customers and
800 multinational corporations throughout Latin America.

The stated purpose of Matlin's filing was to counter possible
adverse action by an unsecured creditor. For these same reasons,
the company was itself preparing a voluntary petition for
Chapter 11, and this action merely accelerates the process. The
company expects to convert the existing process into a voluntary
reorganization in the near future.

Earlier this year, ATTL announced that it might use a Chapter 11
filing as a mechanism to restructure its debt or to protect its
assets and business if creditors initiated actions against the
company or its subsidiaries. The initiation of the Chapter 11
process is in keeping with this strategy. Simultaneously, the
sale process is progressing on schedule, and the company has
provided guidelines to potential investors regarding the
delivery of initial indications of interest. A Chapter 11 filing
will provide an efficient mechanism for the implementation of a
more attractive capital structure and help speed the ultimate
sale transaction.

"This is not an unexpected development in the process of
restructuring the company and seeking a new investor," said
Patricio Northland, CEO, President and Chairman of the Board of
ATTL. "Since we began our restructuring process late last year,
we have always contemplated the possibility of a Chapter 11
filing as a mechanism to restructure our debt. We are on track
with all elements of our restructuring plan. We have achieved
significant cost reductions in all areas of our business and we
have reduced our use of cash and dramatically improved our cash
outlook." Additionally, Mr. Northland indicated that ATTL's
business remains strong. "Our financial and operating results
for the first two months of the year beat our budget
projections, and, once we close our books, we expect a positive
result in March as well. I am pleased with the progress we have
made in positioning ourselves to increase our profitability and
prudently manage our cash. When we release our first quarter
results, I believe it will be self-evident that ATTL's operating
and financial performance is on a strong upward trajectory." Mr.
Northland concluded by saying, "Our focus remains on maximizing
our advanced network and regional presence to deliver our high-
quality services to each of our customers, building upon our
reputation as the top quality service provider in Latin America.
This is our commitment."

"Great strides have been made toward our goal to reach an
operational cash-flow positive position," said Lawrence E.
Young, Executive Vice President and Chief Financial Officer of
AT&T Latin America. Furthermore, Young added "Chapter 11 gives
us the opportunity to reorganize the company's capital structure
and operations in an efficient and organized manner, and will
allow us to maintain our financial stability as we reduce our
debt burden."

ATTL continues to seek a strategic or financial investor to
purchase or recapitalize the company. In February, ATTL hired
Greenhill & Co., to manage the sales process. To-date, the
company has received qualified inquiries from numerous entities,
both strategic and financial, that are interested in purchasing
all or parts of the company. Said Mr. Northland, "We are
confident that AT&T Latin America is an attractive asset for any
company that desires to operate and grow their telecom business
in the Latin American market. This confidence is supported by
the level of interest we have generated from many quality
investors and operators. Our desire is to move quickly, but
prudently, to secure an investor for the company while
addressing responsibly the interests of our constituents."

AT&T Latin America Corp., headquartered in Washington, D.C., is
a facilities-based provider of integrated business
communications services in five countries: Argentina, Brazil,
Chile, Colombia and Peru. The company offers data, Internet,
voice, video-conferencing and e-business services.


BASIS100 INC: Sells Interest in CanDeal to CanDeal.ca
-----------------------------------------------------
Basis100 Inc., a business service provider for the mortgage
lending marketplace, and CanDeal.ca, a registered Alternative
Trading System, announce that CanDeal has acquired Basis100's
interest in CanDeal.

As part of the agreement, Basis100 delivered its electronic
trading application to CanDeal. Basis100 continues to retain an
ownership interest in BasisXchange for use outside Canada.

Basis100's equity interest in CanDeal was purchased by CanDeal
for redemption. The terms of the agreement will not be
disclosed.

"BasisXchange remains a part of our core technologies, and we
plan to explore additional opportunities to implement that
technology in markets outside Canada," said Joseph J. Murin,
President and Chief Executive Officer of Basis100. "In 2003, we
are focused on increasing revenue and providing enhanced value
for our shareholders. This is yet another example of our
implementation strategy."

"This transaction enables CanDeal to internalize the application
and develop it further," said Jayson Horner, President and CEO
of CanDeal. "This is a natural evolution for CanDeal, enhancing
our ability to grow the business and explore new strategic
opportunities."

BasisXchange is an Internet-enabled trading solution that
supports multiple negotiation styles and trading strategies for
equities, fixed-income securities, derivatives and commodities
on a scalable and reliable platform.

"As we continue to harness the power of our proprietary
technology and enhance the expertise within our business lines,
Basis100 will broaden its reach, conquer new markets and
continually define the standard for the industry," added Murin.

Basis100 (TSX: BAS) is a business solutions provider that fuses
mortgage processing knowledge and experience with proprietary
technology to deliver exceptional services. The company's
delivery platform defines industry-class best execution
strategies that streamline processes and creates new value in
the mortgage lending markets.

For more information about Basis100, visit
http://www.Basis100.com

At December 31, 2002, the Company's balance sheet shows a
working capital deficit of about $2.4 million. The Company's
total shareholders' equity has further diminished to about $11
million, from about $40 million recorded a year earlier.

CanDeal.ca, Inc., is a registered Alternative Trading System
that provides Canadian institutional clients with the ability to
view and trade debt securities on-line. The CanDeal electronic
trading system offers transparency and liquidity in a fair and
open electronic marketplace. CanDeal enables buy-side
participants to realize efficiencies and reduce risks through
its unique "real-time best price" consolidated market views,
simultaneous multi-dealer request-for-quote electronic trade
order routing and execution capability, and post-trade services.
CanDeal, located in Toronto, is owned by six major Canadian
investment dealers, Canada's premier stock exchange and a global
real-time information and transaction service provider.


BEAR STEARNS ARM: Fitch Cuts Class B5 & B4 Ratings to D and CCC
---------------------------------------------------------------
Fitch Ratings downgrades 2 classes from Bear Stearns ARM Trust
mortgage pass-through certificates, Series 2001-4. Bear Stearns
ARM Trust mortgage pass-through certificates, Series 2001-4:

     -- Class B5 rated 'C' is downgraded to 'D'.

     -- Class B4 rated 'B' Rating Watch Negative is downgraded
        to 'CCC' and removed from Rating Watch Negative.

These actions are taken due to the high delinquencies in
relation to the applicable credit support levels as of the March
25, 2003 distribution.


BREAKAWAY SOLUTIONS: Taps Adelman Lavine as Claims Attorney
-----------------------------------------------------------
Breakaway Solutions, Inc., asks for approval from the U.S.
Bankruptcy Court for the District of Delaware to employ Adelman
Lavine Gold and Levin, P.C., to represent the company in
connection with the Brooks Claim.

The Debtor reports that it has continued to pursue various
receivables collections, as well as investigate other potential
claims which the Debtor may possess against third parties.

The Debtor's investigation has identified a potential claim
against a former employee of the Debtor, Gordon Brooks, which it
intends to pursue.  The Brooks Claim contemplates a preference
or fraudulent conveyance claim involving "forgiven debt" in the
amount of $1,000,000.

The Debtor will pay Adelman Lavine a 33-1/3% contingency fee
from any recovery.

Breakaway Solutions, Inc., which provides collaborative business
solutions to its clients, filed for Chapter 11 bankruptcy
protection on September 05, 2001 (Bankr. Del. Case No. 01-
10323).  Gary M. Schildhorn, Esq., and Leon R. Barson, Esq., at
Adelman Lavine Gold and Levin and Neil B. Glassman, Esq., and
Steven M. Yoder, Esq., at The Bayard Firm represent the Debtor
in its restructuring efforts. When the company filed for
protection from its creditors, it listed $45,319,579 in assets
and $25,877,720 in debt.


CALYPTE BIOMEDICAL: Sets Annual Shareholders' Meeting for May 20
----------------------------------------------------------------
The 2003 Annual Meeting of Stockholders of Calypte Biomedical
Corporation will be held at the Company's headquarters offices
located at 1265 Harbor Bay Parkway, Alameda, California, 94502,
on Tuesday, May 20, 2003, at 10:00 a.m. local time, for the
following purposes:

     1.  To elect eight directors of the Company to hold office
until the next Annual Meeting of Stockholders or until their
successors are elected and have been qualified;

     2.  To amend the Company's Amended and Restated Certificate
of Incorporation to implement a reverse stock split of the
outstanding shares of common stock at the ratio of 1:30 to be
effected immediately upon approval of the Stockholders;

     3.  To vote on a proposed amendment to the 2000 Equity
Incentive Plan to increase to 10,000,000 shares, subject to the
approval of Proposal 2, (from 17,000,000 to 300,000,000 shares
on the current basis) the number of shares of common stock
reserved for issuance thereunder, to increase the annual grant
limit to 2,500,000 shares for a plan participant, subject to the
approval of Proposal 2, (75,000,000 shares on the current
basis), and to eliminate the exercise price limitation of 85% of
the market price on the date of the grant;

     4.  To vote on a proposed amendment to the 1995 Director
Option Plan to increase to 2,000,000 shares, subject to the
approval of Proposal 2, (from 2,850,000 shares to 60,000,000
shares on the current basis) the number of shares of common
stock reserved for issuance thereunder;

     5.  To vote on a proposed amendment to the 1995 Employee
Stock Purchase Plan to increase to 1,000,000 shares, subject to
the approval of Proposal 2, (from 1,300,000 shares to 30,000,000
shares on the current basis) the number of shares of common
stock reserved for issuance thereunder;

     6.  To ratify the appointment by the Board of Directors of
KPMG LLP as independent auditors to audit the financial
statements of the Company and its consolidated subsidiaries for
the fiscal year ended December 31, 2002 and 2003; and

     7.  To transact such other business as may properly come
before the Annual Meeting or any adjournment thereof.

Stockholders of record on April 4, 2003 will be eligible to vote
at this meeting. Only stockholders of record at the close of
business on such date will be entitled to notice of and to vote
at the meeting.

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


CBO HOLDINGS: S&P Hatchets Note Class B-1 & B-2 Ratings to B/BB-
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on the
class A-1, A-2, B-1, and B-2 notes issued by CBO Holdings III
Ltd. Series Angel CDO 1 2002-1, which is a re-tranching of
approximately 40% of RHYNO CBO 1997-1 Ltd.'s class A-3 6.42%
step-up coupon notes due September 2009. The collateral pool
securing the RHYNO A-3 notes consist of U.S. dollar-denominated,
non-investment-grade corporate securities. The RHYNO transaction
is currently amortizing.

The lowered ratings reflect factors that have negatively
affected the credit enhancement available to support the rated
notes since the transaction was originated in May 2002. These
factors include par erosion of the collateral pool securing the
notes and negative migration in the credit quality of the
performing assets in the pool.

As part of its analysis, Standard & Poor's reviewed the results
of the current cash flow runs generated for CBO Holdings III
Ltd. Series Angel CDO 1 2002-1 to determine the level of future
defaults the rated tranches can withstand under various stressed
default timing and interest rate scenarios, while still paying
all of the interest and principal due on the notes. When the
results of these cash flow runs were compared with the projected
default performance of the performing assets in the collateral
pool, it was determined that the ratings assigned to class A-1,
A-2, B-1, and B-2 notes were no longer consistent with the
amount of credit enhancement available.

                         RATINGS LOWERED

        CBO Holdings III Ltd. Series Angel CDO 1 2002-1

                      Rating
          Class   To           From    Balance (mil. $)
          A-1     A+           AA               12.843
          A-2     BBB-         A                10.000
          B-1     BB-          BBB               6.350
          B-2     B            BB+               4.600


CENTRAL GARDEN: S&P Rates Proposed $200MM Bank Facility at BB+
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB+' rating to
the proposed $200 million senior secured credit facility of lawn
and garden and pet products supplier Central Garden & Pet Co.
The rating is based on preliminary documentation and subject to
review once final documentation is received.

Standard & Poor's also affirmed its 'BB' corporate credit rating
and 'B+' subordinated debt rating on Central Garden. Its 'BB+'
rating on the company's current secured bank debt will be
withdrawn when the new credit agreement has closed.

The new facilities comprise a six-year $100 million term B loan
and a five-year $100 million revolving credit facility.

The outlook on the company has been revised to negative. This
reflects concerns about the company's increased debt levels, as
well as the possibility that with its proposed refinancing and
increased borrowing ability, Central Garden will pursue a more
aggressive financial policy. Standard & Poor's estimates that
the company's credit protection measures after the refinancing
will be on the low end of our prior expectations.

Lafayette, California-based Central Garden had about $220
million of total debt outstanding as of Dec. 28, 2002.

"The ratings on Central Garden reflect the strong competition in
the company's business segments, significant seasonality in the
lawn and garden business, and customer concentration," said
Standard & Poor's credit analyst Jean C. Stout. "These risks are
somewhat mitigated by the company's broad product portfolio and
moderate financial profile."

Lafayette, California-based Central Garden manufactures and
distributes a wide assortment of branded lawn and garden and pet
supply products. The company maintains good market positions
within certain product lines. However, competition is intense in
the lawn, garden, and pet products business segments, including
The Scotts Co. and The Hartz Mountain Corp., whose products have
strong brand name recognition. This is a concern because
customer choice is based not only on price but also on perceived
value and quality.

The lawn and garden business is highly seasonal and sales are
influenced by weather conditions. Historically, about 60% of the
company's total sales and more than one-third of its operating
profits are generated in the first six months of the calendar
year. Moreover, the continued consolidation in the retail
industry has resulted in an increasing consolidated retail base
that could further pressure pricing.


CONSECO FINANCE: Pushing for Approval of Disclosure Statement
-------------------------------------------------------------
The Conseco Finance Corp. Debtors ask Judge Doyle to:

   a) approve their Disclosure Statement;

   b) schedule a Confirmation Hearing;

   c) establish a deadline for parties to file Confirmation
      Objections;

   d) approve the ballots, master ballot, voting deadline and
      solicitation procedures; and

   e) approve the form and manner of notices.

James H.M. Sprayregen, Esq., at Kirkland & Ellis, asserts that
the Disclosure Statement contains "adequate information," as
mandated by Section 1125 of the Bankruptcy Code.  The Disclosure
Statement is the result of the CFC Debtors' review and analysis
of their businesses with the assistance and input of their
financial and legal advisors.  Moreover, all major
constituencies have been afforded the opportunity to review the
Plan.  As a result, the Disclosure Statement contains all
pertinent information necessary for Claimholders to make an
informed decision about whether to vote to accept or reject the
Plan.

The CFC Debtors ask Judge Doyle to schedule the Confirmation
Hearing for May 30, 2003 at 9:30 a.m.  The CFC Debtors request
that April 30, 2003 be the Record Date for purposes of
determining which creditors are entitled to vote on the Plan.
The CFC Debtors suggest that May 29, 2003 at 5:00 p.m. be the
Voting Deadline.  It is further requested that the Court
establish May 27, 2003 as the Objection Deadline.  Objections
must be received by 6:00 p.m. by:

   1. CFC Debtors' Counsel

      Kirkland & Ellis
      200 East Randolph Street
      Chicago, Illinois 60601
      Attn: Anne Marrs Huber, Esq.
            Anup Sathy, Esq.
            Roger J. Higgins, Esq.

   2. United States Trustee

      Office of the U.S. Trustee
      227 West Monroe Street, Suite 3350
      Chicago, Illinois 60606
      Attn: Ira Bodenstein, Esq.

   3. Counsel for Official Committee of Reorganizing Debtors

      Fried, Frank, Harris, Shriver & Jacobson
      One New York Plaza
      New York, New York, 10004
      Attn: Brad E. Scheler, Esq.

      Mayer, Brown, Rowe & Maw
      190 South LaSalle Street
      Chicago, Illinois 60603-3441
      Attn: Thomas Kiriakos, Esq.

   4. CFC Debtors' Solicitation Agent

      Bankruptcy Management Corp.
      1330 E. Franklin Ave.
      El Segundo, California 90245
      Attn: Finance Company Debtors' Solicitation Agent

   5. Counsel to Official Committee of CFC Debtors

      Greenberg Traurig
      77 West Wacker Drive, Suite 2500
      Chicago, Illinois 60601
      Attn: Keith J. Shapiro, Esq.

   6. Counsel to TOPrS' Committee

      Saul Ewing
      222 Delaware Avenue, Suite 1200
      Wilmington, Delaware 19801
      Attn: Donald J. Detweiler, Esq.

      Jenner & Block
      One IBM Plaza
      Chicago, Illinois 60611
      Attn: Catherine L. Stecge, Esq.

The CFC Debtors will furnish these materials to all parties
entitled to vote on the Plan:

   a) the Disclosure Statement;

   b) the Plan;

   c) Ballots, Master Ballot and voting instructions;

   d) Confirmation Hearing Notice;

   e) supplemental solicitation materials; and

   f) a pre-addressed return envelope.

The CFC Debtors will publish the Confirmation Hearing Notice in
The Wall Street Journal, USA Today, The Chicago Tribune, The
Minneapolis Star Tribune, The Indianapolis Star and The St. Paul
Pioneer Press. (Conseco Bankruptcy News, Issue No. 16;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


CONSECO INC: TOPrS Committee Wants to File Alternative Plan
-----------------------------------------------------------
The Official Committee of Trust Originated Preferred Debt
Holders asks the Court to modify the Conseco Inc. Debtors'
exclusive period to file and seek acceptances of their Plan of
Reorganization, so that the TOPrS Committee can file its own
Plan.

"The confirmability of the Reorganizing Debtors' Plan is open to
serious question," Daniel R. Murray, Esq., at Jenner & Block,
says.  It is doubtful that the Plan meets all requirements of
Section 1129 of the Bankruptcy Code.  The Reorganizing Debtors,
supported by the Official Committee of Unsecured Creditors, with
whom the Debtors developed the Plan, rest the confirmability of
the Plan on the assumption that the Reorganizing Debtors' value
is only about $3,800,000,000.  The TOPrS Committee is confident
that this figure is much greater.

According to Mr. Murray, the $3,800,000,000 value has been
flatly contradicted by professionals and the Debtors themselves.
In August 2002, Ernst & Young determined that the Debtors'
insurance business had a $5,800,000,000 value.  At this time,
the Debtors argued with E&Y that the insurance business had an
even higher value.  The TOPrS Committee agrees and strongly
suggests that the real value of the Reorganized Debtors
substantially exceeds $3,800,000,000.  Therefore, the Plan
provides a windfall for the lenders and noteholders at the
inequitable expense of the TOPrS.

Mr. Murray notes that if the Court finds that the Reorganizing
Debtors' value is greater than $3,800,000,000, the Plan isn't
confirmable for three reasons:

1) the Plan impermissibly favors the lenders and
    noteholders by giving them a recovery greater than 100%
    while providing nothing for the TOPrS holders;

2) the Plan fails the best interests test under Section
    1129(a)(7)(A)(ii) with respect to the TOPrS, because it
    would deprive them of the minimum distribution if liquidated
    under Chapter 7;

3) the Plan violates Section 1129(a)(1) because it grants
    non-consensual releases to non-Debtor parties
    in contravention of the Seventh Circuit's holding in In re
    Specialty Equipment, 3 F.3d 1043, 1047 (7th Cir. 1993).

Mr. Murray tells Judge Doyle that the TOPrS Committee has
prepared an alternative Plan.  This Plan follows the basic
capital structure and terms of the Debtors' Plan but differs by:

a) eliminating the Debtors' artificially low assumptions about
    value, leaving the Court to determine the Debtors'
    enterprise value;

b) limiting the recovery by lenders and noteholders to 100% of
    their allowed claims;

c) providing a distribution to the TOPrS, after payment in full
    of all allowed claims in senior classes; and

d) eliminating windfall benefits to the Debtors' insiders,
    including releases of claims by the Debtors and deemed
    releases by creditors and indemnification obligations that
    would needlessly burden the Reorganizing Debtors.

The TOPrS Committee's Plan should only be considered if the
Debtors' Plan is denied at the confirmation hearing.  The TOPrS
Committee will solicit votes, and upon denial of the Debtors'
Plan, move for a hearing on confirmation of a Plan that provides
for payment in full of all allowed claims in classes senior to
the TOPrS, with the remaining value to be distributed for the
TOPrS' benefit.  This Plan is clearly confirmable, is free of
fatal flaws and will ensure that the Reorganizing Debtors emerge
from bankruptcy on a fast-track basis.

Mr. Murray contends that the TOPrS' request must be granted
because if the Debtors' Plan is not confirmed, the parties would
have to begin the process anew from square one.  Allowing the
TOPrS Committee to file a plan will ensure the timely and
successful resolution of this case, even in the likely event
that the Debtors' Plan is not confirmed.  Indeed, the Debtors
have maintained that speed is of the essence in these cases.
However, a quick emergence is not possible if exclusivity is
maintained in the face of a Plan that proves unconfirmable.

Mr. Murray emphasizes that the TOPrS Committee is not asking the
Court to postpone the Confirmation Hearing, nor is the TOPrS
Committee asking for consolidation of the proceedings for the
two Plans.  Rather, a second Confirmation Hearing could take
place promptly on the heels of the first.  This would provide a
streamlined judicial structure that focuses on the limited but
significant differences in the Plans. (Conseco Bankruptcy News,
Issue No. 17; Bankruptcy Creditors' Service, Inc., 609/392-0900)

Conseco Inc.'s 10.750% bonds due 2008 (CNC08USR1) are trading at
about 13 cents-on-the-dollar, DebtTraders reports. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=CNC08USR1for
real-time bond pricing.


COVANTA ENERGY: Court Extends Lease Decision Period to July 25
--------------------------------------------------------------
Covanta Energy Corporation and its debtor-affiliates obtained
extension of their Lease Decision Period. The Court gave the
Debtors until July 25, 2003, to decide whether to assume, assume
and assign, or reject their unexpired leases. (Covanta
Bankruptcy News, Issue No. 26; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


CREST DARTMOUTH: S&P Rates Class D Notes & Preferreds at BB/BB-
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its ratings to Crest
Dartmouth Street 2003-1 Ltd./Crest Dartmouth Street 2003-1
Corp.'s (Crest Dartmouth Street 2003-1) $350 million notes and
preferred shares.

Crest Dartmouth Street 2003-1 is a cash flow CDO backed by
investment-grade REIT securities (56.7% of the aggregate
principal balance of the collateral); investment-grade CMBS
(27.9% of the aggregate principal balance of the collateral);
non-investment-grade CMBS (10% of the aggregate principal
balance of the collateral); and four grantor trust pass-through
certificates representing an interest in four commercial whole
loans.

The transaction is static and was fully ramped up at closing.
There is no reinvestment period. MFS Investment Management is
acting as the collateral administrator.

The ratings are based on the following:

     -- Adequate credit support provided by subordination and
        excess spread;

     -- Characteristics of the underlying collateral pool,
        consisting of REIT securities and CMBS;

     -- Hedge agreements entered into with Wachovia Bank N.A. to
        mitigate the interest rate risk created by having all of
        the collateral paying a fixed rate of interest while
        approximately 84% of the liabilities pay a floating
        rate;

     -- Scenario default rate of 25.02% for the class A notes,
        15.20% for the class B notes, 10.44% for the class C
        notes, 4.73% for the class D notes, and 4.01% for the
        preferred shares; and a break-even loss rate of 33.26%
        for the class A notes, 19.08% for the class B notes,
        12.26% for the class C notes, 6.13% for the class D
        notes, and 4.77% for the preferred shares;

     -- Weighted average maturity (WAM) of 7.00 years;

     -- Default measure (DM) of 0.37%;

     -- Variability measure (VM) of 1.44%; and

     -- Correlation measure (CM) of 1.78 for the portfolio.

Under Standard & Poor's stresses, interest on the class B-1, B-
2, C, and D notes is deferred for some periods; thus, the rating
on the these notes addresses the ultimate payment of interest
and principal. The rating on the preferred shares addresses
solely the ultimate payment of the notional amount of $8.75
million.

                       RATINGS ASSIGNED

               Crest Dartmouth Street 2003-1 Ltd./
               Crest Dartmouth Street 2003-1 Corp.

          Class               Rating     Amount (mil. $)
          A                   AAA                280.000
          B-1                 A                   13.125
          B-2                 A                   21.000
          C                   BBB                 14.875
          D                   BB                  12.250
          Preferred shares    BB-                  8.750


DDI CORP: Nasdaq to Delist Shares from SmallCap Market Today
------------------------------------------------------------
DDi Corp. (Nasdaq: DDIC), a leading provider of time-critical,
technologically advanced interconnect services for the
electronics industry, announced that the Company's common stock
will be delisted from the Nasdaq SmallCap Market effective at
the market-open today. This action follows receipt of a
determination letter from NASDAQ indicating that the Company's
common stock would be delisted for non-compliance with the
Nasdaq SmallCap Market's stockholders' equity requirement. The
Company has decided not to appeal the determination, but will
assess its listing alternatives subsequent to completion of its
initiatives to restructure its balance sheet. The stock will be
eligible to trade on the Over the Counter Bulletin Board (OTCBB)
under the ticker symbol "DDIC" as early as April 15, 2003,
provided a market maker enters a quote for the security.

The OTCBB is a regulated quotation service that displays real-
time quotes, last sale prices and volume information in over-
the-counter securities, which are traded on the OTCBB by a
community of registered market makers, who enter quotes
electronically.

Bruce McMaster, DDi's Chief Executive Officer, commented, "We do
not anticipate that the move to the OTCBB will have any material
impact on the Company's day-to-day business activities or its
debt restructuring initiatives."

DDi is a leading provider of time-critical, technologically
advanced, electronics manufacturing services. Headquartered in
Anaheim, California, DDi and its subsidiaries, with fabrication
and assembly facilities located across North America and in
England, service approximately 2,000 customers worldwide.

                          *    *    *

As reported in Troubled Company Reporter's April 3, 2003
edition, Standard & Poor's Ratings Services lowered its rating
on circuit-board maker DDi Corp.'s senior secured bank loan to
'CC' from 'CCC-' and lowered the rating on the 6.25% convertible
subordinated note to 'D' from 'C'. At the same time, Standard &
Poor's affirmed the 'C' rating on the 12.5% senior discount note
of DDi Capital Corp., a ratings family member. The ratings on
DDi's senior secured bank loan and DDi Capital's 12.5% senior
discount note remain on CreditWatch with negative implications,
where they were placed on March 6, 2003. The corporate credit
rating on both entities is 'SD'.

The actions were taken because DDi's forbearance agreement with
senior lenders expired today, and the company announced it would
not make the interest payment today on the 6.25% convertible
subordinated note maturing on April 1, 2007. The Anaheim,
Calif.-based company and related entities reported total debt of
about $403 million as of Dec. 31, 2002.

DDi continues to negotiate with its senior lenders and
subordinated convertible noteholders, in efforts to restructure
the company's debt. Independent accountants, engaged by
management, have expressed a substantial doubt about the
company's ability to continue as a going concern.


DIGITAL PHOTO: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Digital Photo Imaging, Inc.
        357 West 12th Street, Suite 1R
        New York, New York 10014

Bankruptcy Case No.: 03-12261

Chapter 11 Petition Date: April 11, 2003

Court: Southern District of New York (Manhattan)

Judge: Stuart M. Bernstein

Debtors' Counsel: Jonathan S. Pasternak, Esq.
                  Rattet & Pasternak, LLP
                  550 Mamaroneck Avenue
                  Suite 510
                  Harrison, New York 10528
                  Tel: (914) 381-7400
                  Fax : (914) 381-7406

Total Assets: $2,364,906

Total Debts: $2,039,386

Debtor's 20 Largest Unsecured Creditors:

Entity                                            Claim Amount
------                                            ------------
Phase One U.S., Inc.                                  $387,508
24 Woodbine Avenue
Northport, NY 11768

Jane Street Realty, LLC                                $87,350

Imacon Incorporated                                    $27,291

American Express                                       $26,121

Hasselblad USA Inc.                                    $19,961

Fuji Photo Film U.S.A., Inc.                           $12,566

Bogen Photo Corp.                                       $6,800

VNU Business Media, Inc.                                $6,570

Nestor Stemole                                          $6,461

Kemper Insurance Company                                $5,651

Rand Rosensweig                                         $5,376

Photographer At Large                                   $5,000

Ingram Micro                                            $3,684

Timothy Womack                                          $3,625

NY Life Insurance & Annuity                             $3,000

Kyocera Optics, Inc.                                    $2,838

Tim Daley                                               $2,250

Pilot Marketing Group, Inc.                             $1,895

Techknowsphere                                          $1,615

Dell Financial                                          $1,511


DIRECTV: US Trustee Balks at Young Conaway Evergreen Retainer
-------------------------------------------------------------
Roberta A. DeAngelis, Acting U.S. Trustee for Region 3, objects
to DirecTV Latin America, LLC's Application to employ Young
Conaway Stargatt & Taylor LLP to the extent that it seeks a
Court authority for YCST to hold its retainer until the end of
the case, without applying the funds held to fees and expenses
the Court will approve.  "This 'evergreen retainer' proposal is
unacceptable as it suggests that there is some basis for
treating these professionals differently from other
administrative creditors in these cases," Ms. DeAngelis says.

Julie L. Compton, Esq., Trial Attorney for the U.S. Trustee, in
Wilmington, Delaware, notes that pursuant to Section 328(a) of
the Bankruptcy Code, a bankruptcy court has an independent
responsibility to supervise and monitor the terms of the
professional's retention and the payment of fees.  Courts
particularly exercise "supervision" over the terms of retainer
agreements.  For example, non-refundable retainers may be common
outside of bankruptcy, but they are inherently unreasonable in
the bankruptcy context.  Thus, Ms. Compton points out that
determining the reasonableness in a particular case of any type
of "risk-minimizing" devise, including an evergreen retainer, is
clearly part of the Court's duty to monitor, and ultimately
approve or disapprove, the terms of a professional's retention.

The genesis of risk-minimizing devises as a means to protect
Chapter 11 professionals from the risk of non-payment may be
granted if these findings could be made:

    (i) the case is an unusually large one in which an
        exceptionally large amount of fees accrue each month;

   (ii) the Court is convinced that waiting an extended period
        of payment would place an undue hardship on counsel;

  (iii) the Court is satisfied that counsel can respond to any
        reassessment resulting in disgorgement in one or more
        ways; and

   (iv) the fee retainer procedure is, itself, the subject of a
        noticed hearing prior to any payment thereunder.

The District of Delaware is unusual compared to other districts
because it has an inordinate number of large Chapter 11 cases
filed in the district.  As a result, the use of the
Administrative Order governing the payment of fees has become
commonplace.  Thus, Ms. Compton concludes that in the majority
of cases pending in this district -- including this case, if the
Court grants the Debtor's request for an Administrative Order --
the professionals are already protected from the risk of non-
payment by the Administrative Order.  This protection is
heightened even more by the other common protection found in
this District and in this case -- the carve-out -- which affords
professional yet another protection over and above those already
provided by the Bankruptcy Code.

According to Ms. Compton, cases discussing the use of evergreen
retainers or similar arrangements are clear that the use of
these devises are rare and should only be approved in limited
circumstances.  In addition, not one case has approved the use
of evergreen retainers in conjunction with both an
Administrative Order and a "carve-out," as the Debtor is
requesting this Court to do.

However, Ms. Compton contends that even if it is to assume that
there are some circumstances in which evergreen retainers might
be allowed in the bankruptcy context, "rare circumstances" did
not exist to justify the request.  The case was neither
unusually large, nor were the fees so high as to put counsel at
an unreasonable risk.  In fact, DirecTV's case demonstrate that
an evergreen retainer is unnecessary since:

    (a) the Debtor has already filed a motion requesting the
        Court to enter an order establishing procedures for
        interim compensation of professionals, which will permit
        professionals to receive on a monthly basis, without
        prior court approval, 80% of their fees and 100% of
        their expenses;

    (b) pursuant to the DIP Financing Order, the professionals
        are protected by a substantial "carve-out" of $1,000,000
        that is available after the occurrence of a default.

Accordingly, the U.S. Trustee asks the Court to deny the
Debtor's Application unless the terms of the engagement are
revised in accordance with this objection. (DirecTV Latin
America Bankruptcy News, Issue No. 4; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


DYNEGY INC: Completes Three-Year Financial Statement Re-Audit
-------------------------------------------------------------
Dynegy Inc., (NYSE:DYN) filed its Annual Report on Form 10-K for
2002 and an amended Form 10-K/A for 2001 with the Securities and
Exchange Commission. The filings include the company's audited
financial statements for 2002 and reflect all previously
reported restatement items for the years 1999, 2000 and 2001
together with further adjustments since the company's 2001 Form
10-K/A was filed on Feb. 14, 2003.

The financial statements included in the 2002 Form 10-K and the
amended 2001 Form 10-K/A were audited by PricewaterhouseCoopers
LLP, the company's independent auditor, and were certified by
Bruce A. Williamson, Dynegy's president and chief executive
officer, and Nick J. Caruso, Dynegy's executive vice president
and chief financial officer.

"These filings provide an accurate picture of our business and
operating results for the periods presented," said Williamson.
"Our stakeholders have a benchmark for our future performance
and, importantly, an assurance that we have disclosed and
properly accounted for past business."

Dynegy's 2002 Form 10-K and amended 2001 Form 10-K/A are
available free-of-charge through the SEC's Web site at
http://www.sec.govor the "News and Financials" section of the
company's Web site at http://www.dynegy.com

Dynegy will announce first quarter 2003 results on Tuesday,
April 29, 2003, prior to the opening of the New York Stock
Exchange. The company will host an analyst conference call to
review first quarter results during the morning of April 29.

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

Dynegy Holdings Inc.'s 8.750% bonds due 2012 (DYN12USR1) are
trading at about 79 cents-on-the-dollar, says DebtTraders. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=DYN12USR1for
real-time bond pricing.


ENRON: ENA Sues City of Palo Alto to Recoup Termination Payment
---------------------------------------------------------------
Jonathan D. Polkes, Esq., at Cadwalader, Wickersham & Taft, in
New York, recounts that on April 11, 2001, Enron North America
Corporation and the City of Palo Alto, California entered into
the Enfolio Master Firm Purchase/Sale Agreement.  The Firm
Agreement sets the basic terms for the parties to engage in
subsequent individual Transactions to buy or sell gas at a
specified price for a fixed time period.  Consequently, the
parties entered into multiple natural gas purchase and sale
Transactions pursuant to the Firm Agreement.

Consequently, on July 1, 2001, ENA and Palo Alto entered into
the Natural Gas Service Agreement.  The Service Agreement gave
ENA the right to administer certain transportation contracts, as
Palo Alto's exclusive agent, in connection with the Firm
Agreement.

Mr. Polkes relates that the Firm Agreement provides a list of
"Triggering Events" that give rise to the declaration of an
Early Termination Date under the Firm Agreement by the Notifying
Party, including:

    (i) the failure by the Affected Party to make, when due, any
        payment required pursuant to the Firm Agreement if the
        failure is not remedied within five business days after
        written notice of failure;

   (ii) any representation or warranty made by the Affected
        Party will at any time prove to have been false or
        misleading in any material respect;

  (iii) the failure by the Affected Party to perform any
        covenant  set forth in the Firm Agreement;

   (iv) the occurrence of a Material Adverse Change of the
        Affected Party, provided, the Material Adverse Change
        will not be considered if the Affected Party
        establishes, and maintains throughout the term of the
        Firm Agreement, a letter or credit -- Material Adverse
        Change is defined, inter alia, as "Enron Corp. will have
        long-term debt unsupported by third party credit
        enhancement that is rated by Standard & Poor's
        Corporation below BBB-;

    (v) the Affected Party will file a petition or otherwise
        commence a bankruptcy proceeding; and

   (vi) Enron Corp. defaulting on its indebtedness to third
        parties resulting in an acceleration of obligation of
        Enron Corp. in excess of $100,000,000.

With respect to Triggering Events under the Service Agreement,
the Service Agreement incorporates the terms of the Firm
Agreement "for all purposes."

The Firm Agreement provides that if a Triggering Event occurs
with respect to a Party at any time during the term of the Firm
Agreement, the other Party may, upon two business days written
notice to the Party other than the notifying Party, designate an
Early Termination Date on which the Transactions and the Firm
Agreement will terminate.  Similarly, the Service Agreement
provides that a Party, which may and desires to terminate the
Service Agreement will give written notice of its intention to
terminate and the reasons for termination to the other Party.
The Service Agreement further provides that the termination will
be effective no earlier than the 30th day after the receipt of
the notice, and the terminating Party will be excused and
relieved of all obligations and liabilities under the Service
Agreement, except for liabilities incurred before the effective
date of termination or as a result of the termination.

When an Early Termination Date has been designated, one Party
owes the other a Termination Payment.  The Firm Agreement
provides that all terminated Transactions will be netted
together into a single Termination Payment.  Importantly, the
Firm Agreement expressly provides that the Termination Payment
must be paid to whoever it is owed regardless of which party is
the Affected Party.

With respect to the calculation of the Termination Payment, the
Firm Agreement provides that, upon the designation of an Early
Termination Date, the Notifying Party will in good faith
calculate its damages, including its associated costs and
reasonable attorney's fees resulting from the termination of the
terminated Transactions.  The Notifying Party then must provide
written notice to the Affected Party of the Termination Payment
amount and which Party is owed the Termination Payment.  If a
Termination Payment is owed to the Notifying Party, the Affected
Party will pay the Termination Payment to the Notifying Party
within 10 days of the receipt of notice.  If a Termination
Payment is owed to the Affected Party, the Notifying Party will
pay the Termination Payment to the Affected Party within 10 Days
of the Affected Party's receipt of notice.

On November 30, 2001, Mr. Polkes informs the Court that Palo
Alto sent a letter to ENA stating that ENA was in default of the
Firm Agreement and that Palo Alto was immediately terminating
the Firm Agreement.  In addition, Palo Alto declared that ENA
was in default of the Service Agreement and that it is also
immediately terminated.  Thus, Palo Alto is rescinding ENA's
right to administer the transportation contracts as Palo Alto's
agent and collect fees from Palo Alto for the services.

However, despite the Firm's Agreement provisions, Mr. Polkes
points out that Palo Alto did not, and has not, calculated a
Termination Payment.  Hence, ENA made its own calculation and
determined that, because the forward price movements for gas
from the date of each Transaction to the Early Termination Date,
ENA was entitled to a Termination Payment of at least $8,021,537
plus interest.

Accordingly, on August 9, 2002, ENA notified and demanded from
Palo Alto the payment of the Early Termination Payment.  To
date, Palo Alto has failed and refused to pay the Early
Termination Payment of $8,021,537, plus interest.  Mr. Polkes
asserts that this is a breach of Palo Alto's obligations under
the Firm Agreement.  Palo Alto will allegedly attempt to justify
its refusal to honor its contractual obligations to pay the
Termination Payment by asserting a claim that the Firm Agreement
and the Service Agreement are void and unenforceable as a result
of ENA's fraudulent inducement of Palo Alto.

By this complaint, ENA asks the Court to:

    (a) compel Palo Alto to turn over the Termination Payment
        -- a property of ENA's estate -- to ENA pursuant to
        Section 542(b) of the Bankruptcy Code;

    (b) declare Palo Alto to have violated the automatic stay
        provided for by Section 362 of the Bankruptcy Code when
        it exercised control over a property of the estate by
        wrongfully suspending performance under the Firm
        Agreement and the Service Agreement;

    (c) declare Palo Alto to have breached the Firm Agreement
        and the Service Agreement by its failure to pay the
        Termination Payment and its failure to restore to ENA
        the right to administer the TCs;

    (d) award to ENA $8,021,537, plus interest, as damages for
        Palo Alto's breach of contract;

    (e) declare that ENA suffered substantial damages in an
        amount to be proven at trial due, due to Palo Alto's
        unjust enrichment;

    (f) declare that Palo Alto's claim for fraud in the
        inducement and rescission of the Firm Agreement is a
        core issue involving property of the estate under
        Section 541(c) of the Bankruptcy Code;

    (g) declare that Palo Alto is not entitled to rescission of
        the Firm Agreement since Palo Alto cannot establish:

        -- the elements of fraud in the inducement,

        -- that it is entitled to the equitable remedy of
           rescission; and

        -- that it has not ratified the Firm Agreement and
           waived any right to rescission after receiving
           knowledge of the alleged fraudulent acts; and

    (h) declare that the arbitration provisions in the Firm
        Agreement and the Service Agreement should not be
        enforced since core issues and Bankruptcy Code
        provisions implicated by the Firm Agreement and the
        Service Agreement provisions require application of
        fundamental principles of bankruptcy law and should not
        be decided by arbitrators. (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.


ESSENTIAL THERAPEUTICS: Nasdaq Delists Shares Effective April 14
----------------------------------------------------------------
The Nasdaq Market, Inc., delisted Essential Therapeutics, Inc.'s
(Nasdaq: ETRX) common stock from The Nasdaq National Market
effective with the opening of business yesterday, due to the
Company not meeting certain of Nasdaq's minimum listing
requirements. The Company's common stock, shortly thereafter,
commenced trading on the Over-the-Counter Bulletin Board (OTCBB)
under the symbol ETRX.

As a result of the delisting, the terms of the Company's Series
B Preferred Stock provide that the Series B Preferred
Stockholders have the right to cause the Company to redeem all
or a portion of their shares of Series B Preferred Stock at a
price of $1,000 per share. The aggregate redemption amount, if
all 60,000 shares of Series B Preferred Stock are tendered for
redemption, would be $60.0 million.

The Company currently does not have the funds available to
redeem all of the outstanding shares of Series B Preferred
Stock. In the face of a redemption election by sufficient
holders of Series B Preferred Stock, the Company would likely
need to consider taking action that may result in the Company's
dissolution, insolvency or seeking protection under bankruptcy
laws or similar actions.


FEDERAL-MOGUL: Completes Sale of U.S. Camshaft Assets to ASIMCO
---------------------------------------------------------------
Federal-Mogul Corporation (OTC Bulletin Board: FDMLQ) has
completed the sale of its United States camshaft operations to
ASIMCO Camshaft Specialties, Inc., a company formed by ASIMCO
International -- an automotive components manufacturing company
based in Beijing, China -- and Key Principle Partners, a private
investment firm based in Cleveland, Ohio. Federal-Mogul received
total consideration of approximately US$28 million, including
the sale price and retained accounts receivable of the
operations.

The sale was completed following approval of the transaction by
the U.S. Bankruptcy Court in Wilmington, Delaware.

The sale includes operations at two locations in Grand Haven,
Michigan, and one location in Orland, Indiana, which manufacture
camshafts for passenger car and commercial vehicle applications.
The operations sold have about 500 employees and had combined
sales of approximately $80 million in 2001.

Federal-Mogul is a global supplier of automotive components and
sub-systems serving the world's original equipment manufacturers
and the aftermarket. The company utilizes its engineering and
materials expertise, proprietary technology, manufacturing
skill, distribution flexibility and marketing power to deliver
products, brands and services of value to its customers.
Federal-Mogul is focused on the globalization of its teams,
products and processes to bring greater opportunities for its
customers and employees, and value to its constituents.
Headquartered in Southfield, Michigan, Federal-Mogul was founded
in Detroit in 1899 and today employs 47,000 people in 24
countries. For more information on Federal-Mogul, visit the
company's Web site at http://www.federal-mogul.com

Federal-Mogul Corp.'s 8.800% bonds due 2007 (FDML07USR1) are
trading at about 14 cents-on-the-dollar, says DebtTraders. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=FDML07USR1
for real-time bond pricing.


FEDERAL-MOGUL: Has Until Aug. 1 to Make Lease-Related Decisions
---------------------------------------------------------------
Federal-Mogul Corporation and its debtor-affiliates obtained an
extension of time, within which they must determine whether to
assume, assume and assign, or reject their unexpired leases. The
Court gave the Debtors until August 1, 2003, to make such
decisions.  This is without prejudice to the Debtors' right to
seek another extension. (Federal-Mogul Bankruptcy News, Issue
No. 35; Bankruptcy Creditors' Service, Inc., 609/392-0900)


FLEMING: Wants to Honor Up to $100MM of Critical Vendor Claims
--------------------------------------------------------------
As a result of Fleming Companies, Inc., and its debtor-
affiliates' recent liquidity crisis driven by the cessation of
funding from their secured lenders, several critical suppliers
and trade vendors have demanded that the Debtors advance cash
payments before they release the Debtors' orders or have
required more stringent trade terms.  But the Debtors believe
that they will not be able to operate if all Critical Vendors
demand unreasonable trade terms.

For this reason, the Debtors seek the Court's permission to pay,
in their sole discretion, the prepetition claims of certain
critical trade vendors and suppliers of goods and services
essential to their continued business operations.

The payment of Critical Vendor Claims will be vital to the
Debtors' reorganization efforts because:

  -- the goods and services provided by the Critical Vendors are
     often the only source from which the Debtors can procure
     certain goods or services;

  -- the failure to pay the Critical Vendor Claims would very
     likely cause the Critical Vendors to cease providing
     goods or services to the Debtors; and

  -- the Critical Vendors would themselves be irreparably
     damaged by the Debtors' failure to pay the Critical Vendor
     Claims.

Notwithstanding, the Debtors propose to condition the payment of
Critical Vendor Claims on the agreement of individual Critical
Vendors to continue supplying goods and services to the Debtors
on the customary trade terms -- including, but not limited to,
credit limits, pricing, cash discounts, timing of payments,
allowances, rebates, coupon reconciliation, normal product mix
and availability and other applicable terms and programs -- that
were most favorable to the Debtors and in effect between the
parties 120 days before the Petition Date.  However, the Debtors
reserve the right to negotiate new trade terms with any Critical
Vendor as a condition to payment of any Critical Vendor Claim.

By the nature of their business, the Debtors deal with vendors
that are typically the sole suppliers of uniquely branded
products for which there are no viable substitutes, like food
products from major food distributors like ConAgra Foods, Kraft
Foods, and Nestle.  The Debtors estimate that over 90% of the
goods they distribute are branded products for which there is
only one supplier.  While for the remaining 10% of goods, the
Debtors may be able to find alternative sources of supply, in
the vast majority of cases, the Debtors are operating on
timeliness of a matter of days to supply the goods, which makes
it impractical to find alternate sources of goods in such a
short period of time.

The Debtors also rely on other vendors to support their core
business functions by way of administrative and ancillary
support, like the production of advertising circulars for
distributed goods.  The Debtors estimate that, as of the
Petition Date, they owe the Critical Vendors $100,000,000.

To ensure that the Critical Vendors deal in accordance with the
parties' Customary Trade Terms, the Debtors propose to send a
letter agreement to the Critical Vendors along with a copy of
the Critical Vendor Order that will be entered by the Court.
The Critical Trade Agreement will include a check, bearing this
legend, to pay the Critical Vendors:

      "Acceptance of this check is subject to the Order
      Authorizing Payment of Prepetition Critical Vendor
      Claims in Exchange for Continuing Relationship
      Pursuant to Customary Trade Terms, dated April __,
      2003, Case No. 03-10945 (MFW) (Jointly Administered)."

For those Critical Vendors who have agreed to ship goods on
other trade terms, the Debtors reserve the right to obtain a
written acknowledgment of the terms on a case-by-case basis.
The Debtors also reserve their right to contest any invoice of
any Critical Vendor Creditor under applicable non-bankruptcy
law.

Some Critical Vendors may have obtained mechanics' liens,
possessory liens, or similar state law trade liens on the
Debtors' assets, based on the Critical Vendor Payment held by
the Critical Vendors.  As a further condition of receiving a
Critical Vendor Payment, the Debtors suggest that a Critical
Vendor must agree to take whatever action is necessary to remove
any trade lien at the Critical Vendor's sole cost and expense.
(Fleming Bankruptcy News, Issue No. 2; Bankruptcy Creditors'
Service, Inc., 609/392-0900)

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


FOCAL COMMUNICATIONS: Court Approves Ernst & Young's Engagement
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware gave its
stamp of approval to Focal Communications Corporation and its
debtor-affiliates' application to retain and employ Ernst &
Young LLP to provide audit and tax advisory services in the
telecom provider's chapter 11 proceedings.

In their capacity, Ernst & Young is expected to provide:

  -- Working with appropriate Company personnel and/or agents,
     Ernst & Young LLP audit and financial service advisors, and
     other advisors of the Debtors, in developing an
     understanding of the business objectives related to the
     Debtors' recent chapter 11 filing, including understanding
     reorganization and/or restructuring alternatives the
     Debtors are evaluating with their existing bondholders, or
     other creditors, that may result in a change in the equity,
     capitalization and/or ownership of the shares of the
     Debtors or their assets;

  -- Assisting and advising the Debtors in their bankruptcy
     restructuring objectives and post-bankruptcy operations by
     determining the most optimal tax manner to achieve these
     objectives, including, as needed, research and analysis of
     Internal Revenue Code sections, treasury regulations, case
     law and other relevant tax authority which could be applied
     to business valuation and restructuring models;

  -- Tax advisory services regarding availability, limitations,
     preservation and maximization of tax attributes, such as
     net operating losses and alternative minimum tax credits,
     minimization of tax costs in connection with stock or asset
     sales, if any, assistance with tax issues arising in the
     ordinary course of business while in bankruptcy, such as
     ongoing assistance with a federal IRS examination and
     related issues raised by the IRS agent and the mitigation
     of officer liability issues, and, as needed, research,
     discussions and analysis of federal and state income and
     franchise tax issues arising during the bankruptcy period;

  -- Assistance with settling tax claims against the Debtors and
     obtaining refunds of reduced claims previously paid by the
     Debtors for various taxes, including, but not limited to,
     federal and state income, franchise, payroll, sales and
     use, property, excise and business license;

  -- Assistance in assessing the validity of tax claims,
     including working with bankruptcy counsel to reclassify tax
     claims as non-priority;

  -- Analysis of legal and other professional fees incurred
     during the bankruptcy period for purposes of determining
     future deductibility of such costs;

  -- Documentation, as appropriate or necessary, of tax
     analysis, opinions, recommendations, conclusions and
     correspondence for any proposed restructuring alternative,
     bankruptcy tax issue or other tax matter described above;

  -- As requested by the Debtors, provide additional tax
     consulting services.

Ernst & Young will charge the Debtors based on the current and
customary billing rates which are:

     Audit and Reporting Services
     ----------------------------
     Partners and Principals           $475-$575 per hour
     Senior Manager                    $350-$397 per hour
     Manager                           $305-$345 per hour
     Senior                            $154-$220 per hour
     Staff                             $110-$152 per hour

     Tax Advisory Services
     ---------------------
     Partners and Principals           $550-$650 per hour
     Senior Manager                    $475-$585 per hour
     Manager                           $350-$475 per hour
     Senior                            $215-$340 per hour
     Staff                             $150-$190 per hour

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


GLOBAL CROSSING: Court Clears Settlement with Service Providers
---------------------------------------------------------------
Global Crossing Ltd., and its debtor-affiliates obtained the
Court's approval of their settlement agreements with Service
Providers. The Debtors also obtained Court approval for certain
payment terms for the cure amounts listed on their Schedules
with respect to those Access Providers that did not settle with
them. Finally, the Debtors obtained the Court's authority to
assume all agreements with those Access Providers listed on the
Schedules under a plan of reorganization.

The Debtors' settlement efforts with the Access Providers were
divided into three distinct categories, namely:

     -- the Debtors sent settlement letters to all of their
        Access Providers except the Regional Bell Operating
        Companies;

     -- the Debtors negotiated with each of the RBOCs and a
        small number of other providers, which negotiations
        culminated in executed settlement agreements; and

     -- the Debtors entered into a settlement agreement with the
        National Exchange Carriers Association which governs the
        relationship between the Debtors and 900 of their Access
        Providers who are also NECA members.

                      The Settlement Letters

Under the terms of the Settlement Letters with 1,066 access
providers, the GX Debtors offered each Access Provider:

     -- a cure amount of about 30% of the aggregate prepetition
        amount outstanding to each provider as full satisfaction
        for all prepetition amounts owed by the Debtors;

     -- payment of the cure amount in equal monthly installments
        over 12, 18 or 24 months, beginning the first full month
        after the effective date of a plan of reorganization;
        and

     -- the continued provision of all services provided to the
        Debtors prepetition for so long as the Debtors continue
        to comply with all applicable tariff terms and
        conditions.

For each Access Provider that executed a Settlement Letter, the
Schedules fixed the cure amount at the amount agreed to in the
Letter.  Nevertheless, according to the order confirming the
Plan, the payment terms for the cure amounts were to be approved
by separate order.

The GX Debtors seek Court approval to pay each Access Provider
who executed a Settlement Letter, the cure amount listed on the
Schedules in equal monthly installments during the term agreed
to by the parties after the effective date of a plan of
reorganization.

However, a small number of Access Providers listed on the
Schedules did not execute Settlement Letters, but also did not
object to their cure amount or treatment under the Plan.
Accordingly, the cure amount for these Access Providers was
fixed as the amount listed in the Schedules.  As with the
majority of Access Providers, the Debtors propose to pay each
Access Providers the cure amount approved by the Court in equal
monthly installments over a 24-month period commencing the first
full month following the effective date of a plan of
reorganization. The Debtors estimate that the aggregate cure
amount for all Access Providers who did not execute a Settlement
Letter will not exceed $111,000.  Given the Debtors' cash
position, the relatively small amount involved, and the Debtors'
postpetition history of timely payments, the Debtors propose
that these payment terms constitutes "prompt" cure as the term
is used in Section 365(b)(1)(A) of the Bankruptcy Code.

                  The Negotiated Agreements

According to Mr. Walsh, the Regional Bell Operating Companies
asserted claims against the GX Debtors aggregating $120,000,000.
The GX Debtors resolved the RBOCs' claims at an aggregate cost
of $75,063,144.  Although the GX Debtors executed a separate
settlement agreement with each RBOC, the Negotiated Agreements
with the RBOCs had at least three things in common:

     -- a fixed cure amount of 75% of the total undisputed
        prepetition amounts outstanding to the RBOC;

     -- payment of the agreed cure amount in equal monthly
        installments over a 12-month period commencing 30 days
        after the effective date of a plan of reorganization;
        and

     -- mutual releases of all claims between the parties.

Moreover, all of the Negotiated Agreements provided that, solely
for settlement purposes, all agreements and tariffs by which the
RBOCs provide services to the GX Debtors would be considered
executory contracts which would be assumed by the Debtors,
subject to certain modifications where appropriate, after the
effective date of a plan of reorganization that preserves or
transfers substantially all of the core network on a going
concern basis, including for the avoidance of doubt, the Plan.

The material individual terms for each of the Negotiated
Agreements are:

    A. Qwest Corporation

       -- Date of Agreement: January 14, 2003

       -- Prepetition Claim: $6,600,000

       -- Cure Amount: $4,963,144.05

       -- Releases: As of the later of the effective date of the
          Settlement Agreement and the effective date of the
          Plan, Qwest and the Debtors, on behalf of themselves,
          their officers, directors, agents, employees,
          successors and assigns fully and finally release,
          acquit and forever discharge the other, and their
          officers, employees, shareholders, agents,
          representatives, attorneys, successors and assigns,
          from any and all Claims, demands, obligations,
          actions, causes of action, rights or damages under any
          legal theory, including under contract, tort, or
          otherwise, which they now have, may claim to have or
          ever had, whether these Claims are currently known,
          unknown, foreseen or unforeseen, which either of the
          parties may now have or have ever had, from the
          beginning of time through and including the
          date of this Settlement Agreement relating to the
          Agreements including for all products, facilities, and
          services provided pursuant to the Agreements, like
          non-usage sensitive telecommunications services and
          "minutes of use"; provided, however, that the release
          will not affect:

          a. obligations contained in the Settlement Agreement,
             including any claims for payment of administrative
             expense obligations of any of the Debtors under the
             Agreements, or

          b. rejection damage claims, if any, based on the
             rejection by the Debtors of any Agreements with
             Qwest prior to the effective date of the Plan.

    B. Southwestern Bell Telephone Company and its Affiliates

       -- Date of Agreement: February 20, 2003

       -- Prepetition Claim: $43,660,125

       -- Cure Amount: $24,000,000

       -- Rejection of Certain Agreements: On the date of the
          Settlement Agreement, certain agreements are deemed
          terminated and the Debtors will have no further
          obligation or liability with respect to these
          agreements.  SBC forever waives any and all defaults
          and claims, including claims based on the termination
          of these agreements, existing prior to the date of the
          Settlement Agreement with respect to the terminated
          agreements.

       -- 14-Day Payment Terms: For a period of 12 months after
          the effective date of the Plan, the Debtors will pay
          SBC within 14 days of receipt of invoice.

       -- Switched Access PIU and Cellular Roaming Issues: The
          Debtors and SBC resolved all outstanding disputes
          regarding PIU and Cellular Roaming issues.

       -- Use of SBC Access Services: The Debtors agree to
          consider SBC as their vendor of choice for access
          services and will allow SBC to actively compete for
          the provision of any services to the Debtors in SBC
          territories.

       -- Releases: As of the effective date of the Settlement
          Agreement, SBC and the Debtors, on behalf of
          themselves, their officers, directors, agents,
          employees, successors and assigns fully and finally
          release, acquit and forever discharge the other, and
          their officers, employees, shareholders, agents,
          representatives, attorneys, successors and assigns,
          from any and all Claims, demands, obligations,
          actions, causes of action, rights or damages under any
          legal theory, including under contract, tort, or
          otherwise, which they now have, may claim to have or
          ever had, whether these Claims are currently known,
          unknown, foreseen or unforeseen, which either of the
          parties may now have or have ever had, from the
          beginning of time through and including the
          date of this Settlement Agreement; provided, however,
          that the release will not affect obligations contained
          in the Settlement Agreement or that survive the
          Settlement Agreement.

    C. Verizon Communications, Inc.

       -- Prepetition Claim: $46,000,000

       -- Cure Amount: $33,084,320

       -- 14-Day Payment Terms: For a period of 12 months after
          the effective date of the Plan, the Debtors will pay
          Verizon within 14 days of receipt of invoice.

       -- Consolidation of Billing: Verizon agrees to work
          cooperatively with the relevant Debtor entity to
          effect a reasonable consolidation of its billings to
          the Debtors, including consolidating BANs and the
          number of invoices sent to the Debtors on a monthly
          basis.

       -- Notice of Default: If any cure payment is not timely
          made, Verizon thereafter will be entitled to deliver a
          notice of nonpayment to the Debtors, and if the full
          amount of the payment then due and owing is not paid
          to Verizon within 5 business days of delivery of this
          notice of non-payment, then the full unpaid balance of
          the cure amount will immediately become due and
          payable in full, without further notice or the
          requirement of any further action by Verizon, and, in
          addition to any of its other rights and remedies under
          the agreements, Verizon will be entitled as against
          the Debtors to pursue termination of the delivery of
          services under the Agreements in accordance with the
          terms of these Agreements.

       -- No Credit Support to Others/Other Terms: Each of the
          Debtors represents to Verizon that it has not provided
          any form of credit support to any other
          telecommunications provider in connection with or
          arising from the assumption of their agreements
          pursuant to Section 365 of the Bankruptcy Code.  Each
          of the Debtors further represents to Verizon that no
          telecommunication provider has been or will be offered
          payment of a larger percentage of its agreed cure
          claim than is to be paid to Verizon in this Settlement
          Agreement.  Each of the Debtors acknowledges that
          Verizon is specifically relying on these
          representations in making its decision to enter into
          the Settlement Agreement, and that, but for these
          representations, Verizon would not have entered into
          the Settlement Agreement.

       -- Releases: As of the effective date of the Settlement
          Agreement, Verizon and the Debtors, on behalf of
          themselves, their officers, directors, agents,
          employees, successors and assigns fully and finally
          release, acquit and forever discharge the other, and
          their officers, employees, shareholders, agents,
          representatives, attorneys, successors and assigns,
          from any and all Claims, demands, obligations,
          actions, causes of action, rights or damages under any
          legal theory, including under contract, tort, or
          otherwise, which they now have, may claim to have or
          ever had, whether these Claims are currently known,
          unknown, foreseen or unforeseen, which either of the
          parties may now have or have ever had, from the
          beginning of time through and including the date of
          the Settlement Agreement, provided, however, that the
          release will not affect obligations contained in the
          Settlement Agreement.

    D. BellSouth Telecommunications, Inc., BellSouth Long
       Distance, Inc. and all of their subsidiaries and
       affiliates

       -- Date of Agreement: December 3, 2002

       -- Prepetition Claim: $33,261,930.93

       -- Cure Amount: $13,000,000

       -- 14-Day Payment Terms: For a period of 24 months after
          the effective date of the Plan, the Debtors will pay
          BellSouth within 14 days of receipt of invoice.

       -- Releases: As of confirmation of the Plan, BellSouth
          and the Debtors, on behalf of themselves, their
          officers, directors, agents, employees, successors and
          assigns fully and finally release, acquit and forever
          discharge the other, and their officers, employees,
          shareholders, agents, representatives, attorneys,
          successors and assigns, from any and all Claims,
          Avoidance Claims, demands, obligations, actions,
          causes of action, rights or damages under any legal
          theory, including under contract, tort, or otherwise,
          which they now have, may claim to have or ever had,
          whether these Claims or Avoidance Claims are currently
          known, unknown, foreseen or unforeseen, which either
          of the parties may now have or have ever had, from the
          beginning of time through and including the Petition
          Dates, other than Claims arising under, or related to,
          any warranties contained in the Agreements; provided,
          however, that the release will not affect obligations
          contained in the Settlement Agreement or that survive
          the Settlement Agreement.  In addition, the parties
          will dismiss with prejudice, all litigation pending
          against the other without further delay.

The Debtors also entered into individual Negotiated Agreements
with five other significant Access Providers who are not RBOCs,
but represented $30,000,000 of access claims pending against the
Debtors.  With respect to these five providers, Sprint,
Interstate FiberNet, Inc. and ITC DELTACOM Communications, Inc.,
Metromedia Fiber Network, Inc. and Time Warner, the Debtors
settled on similar terms contained in the agreements with the
RBOCs, except that the percentage recovery for each provider was
30% of all undisputed prepetition amounts outstanding.

Material individual terms for each of the Agreements include:

    A. Sprint Communications Company L.P., Sprint Spectrum L.P.
       and the Sprint Local Telephone Companies

       -- Date of Agreement: December 20, 2002

       -- Prepetition Claim: $25,328,843.96

       -- Cure Amount: $6,945,000, payable in 18 equal monthly
          installments beginning 30 days after the effective
          date of the Plan.

       -- Releases: Sprint and the Debtors, on behalf of
          themselves, their officers, directors, agents,
          employees, successors and assigns fully and finally
          release, acquit and forever discharge the other, and
          their officers, employees, shareholders, agents,
          representatives, attorneys, successors and assigns,
          from any and all Claims, demands, obligations,
          actions, causes of action, rights or damages under any
          legal theory, including under contract, tort, or
          otherwise, which they now have, may claim to have or
          ever had, whether these Claims are currently known,
          unknown, foreseen or unforeseen, which either of the
          parties may now have or have ever had, from the
          beginning of time through and including the date of
          the Settlement Agreement; provided, however, that the
          release will not affect obligations contained in the
          Settlement Agreement or that survive the Settlement
          Agreement.

    B. Interstate FiberNet, Inc. and ITC^DELTACOM Communications
       Inc.

       -- Date of Agreement: December 20, 2002

       -- Prepetition Joint Claims: $1,024,510.67

       -- Cure Amount: 286,097.57 for IFN and $21,953.43 for
          ITC, payable in 12 equal monthly installments with the
          balance payable in one lump sum on March 31, 2004, if
          not otherwise paid.

       -- Agreement to Provide Identified Services: As part of
          the consideration for the Settlement Agreement, Global
          Crossing Telecommunications, Inc. and IFN entered into
          an agreement whereby GX Telecommunications agreed to
          provide data/IP capacity services and wholesale
          conferencing services to IFN under preferential
          pricing terms.

       -- Releases: IFN, ITC and the Debtors, on behalf of
          themselves, their officers, directors, agents,
          employees, successors and assigns fully and finally
          release, acquit and forever discharge the other, and
          their officers, employees, shareholders, agents,
          representatives, attorneys, successors and assigns,
          from any and all Claims, demands, obligations,
          actions, causes of action, rights or damages under any
          legal theory, including under contract, tort, or
          otherwise, which they now have, may claim to have or
          ever had, whether these Claims are currently known,
          unknown, foreseen or unforeseen, which either of the
          parties may now have or have ever had, from the
          beginning of time through and including the Petition
          Date, other than claims arising under any warranties
          contained in the Agreements or applicable law;
          provided, however, that the release will not affect
          obligations contained in the Settlement Agreement or
          that survive the Settlement Agreement.

    C. Metromedia Fiber Network, Inc.

       -- Date of Agreement: January 14, 2003

       -- Prepetition Claims: $1,672,046.54

       -- Cure Amount: 123,400 payable in one lump sum on the
          30th day after the effective date of the Plan.

       -- Rejection of Certain Agreements: As of
          January 14, 2003, certain agreements are deemed
          terminated and the Debtors will have no further
          obligation or liability with respect to these
          agreements.  MFN forever waives any and all defaults
          and claims, including claims based on the termination
          of these agreements, existing prior to
          January 14, 2003 with respect to the terminated
          agreements.

       -- Postpetition Settlement: The Debtors will pay $293,000
          to MFN without further delay, which would constitute
          full satisfaction of all postpetition claims between
          the parties through February 28, 2003.

       -- PAIX.net, Inc. Settlement: The Debtors will pay
          $14,900 to MFN in 24 equal monthly installments
          beginning 30 days after the effective date of the
          Plan, in full satisfaction of all postpetition claims
          through February 28, 2003.

       -- Modified Pricing: As of December 1, 2002, pricing
          under all assumed agreements between the parties will
          be reduced by 25%.

       -- Releases: MFN and the Debtors, on behalf of
          themselves, their officers, directors, agents,
          employees, successors and assigns fully and finally
          release, acquit and forever discharge the other, and
          their officers, employees, shareholders, agents,
          representatives, attorneys, successors and assigns,
          from any and all Claims, demands, obligations,
          actions, causes of action, rights or damages under any
          legal theory, including under contract, tort, or
          otherwise, which they now have, may claim to have or
          ever had, whether these Claims are currently known,
          unknown, foreseen or unforeseen, which either of the
          parties may now have or have ever had, from the
          beginning of time through and including the date of
          the Settlement Agreement, other than claims arising
          against the non-debtor subsidiaries of either party;
          provided, however, that the release will not affect
          obligations contained in the Settlement Agreement
          or that survive the Settlement Agreement.

    D. Time Warner Telecom Holdings, Inc.

       -- Date of Agreement: February 5, 2003

       -- Prepetition Claims: $1,756,630.53

       -- Cure Amount: $526,989.16

       -- Postpetition Administrative Claim for Global
          Center/Exodus Circuits: Time Warner will have an
          allowed administrative expense claim amounting to
          $431,000 which will be paid by the Debtors by allowing
          Time Warner to draw from the Debtors' $250,000 deposit
          for services provided by Time Warner.  The $181,000
          remaining balance will be paid over a 12-month period
          in monthly installments of $15,083.33 commencing 30
          days after the effective date of the Plan.  For so
          long as the Debtors continue to pay all undisputed
          postpetition amounts within 14 days of receipt of
          invoice until the effective date of the Plan, the
          Debtors will not be required to replenish the deposit.
          After the Plan of Reorganization, Time Warner will be
          paid in accordance with the Master Services Agreement,
          which the parties will attempt to renew under terms
          mutually agreeable to both parties.

       -- Prepetition Claims: In the event the Debtors do not
          assume the Agreements, Time Warner will have an
          allowed general unsecured claim amounting to
          $1,756,630.53 in the Debtors' Chapter 11 cases.

       -- Releases: Time Warner and the Debtors, on behalf of
          themselves, their officers, directors, agents,
          employees, successors and assigns fully and finally
          release, acquit and forever discharge the other, and
          their officers, employees, shareholders, agents,
          representatives, attorneys, successors and assigns,
          from any and all Claims, demands, obligations,
          actions, causes of action, rights or damages under any
          legal theory, including under contract, tort, or
          otherwise, which they now have, may claim to have or
          ever had, whether these Claims are currently known,
          unknown, foreseen or unforeseen, which either of the
          parties may now have or have ever had, from the
          beginning of time through and including the Petition
          Dates, other than claims arising under any warranties
          contained in the Agreements or applicable law;
          provided, however, that the release will not affect
          obligations contained in the Settlement Agreement or
          that survive the Settlement Agreement.

                           NECA Settlement

972 of the GX Debtors' Access Providers are members of National
Exchange Carriers' Association.  In the aggregate, these
entities asserted claims against the GX Debtors totaling
$42,840,453.  The GX Debtors negotiated a settlement agreement
with NECA, on behalf of its member entities, whereby NECA would
serve as a clearinghouse for receiving and making payments on
behalf of its member entities.  To that end, NECA obtained
consent forms from each of the NECA Entities to enter into the
Settlement Agreement with the GX Debtors.

The salient terms of the NECA Agreement are:

    A. Continuation and Payment for Services Provided by the
       NECA Entities: The NECA Entities agree to continue to
       provide all telecommunication services currently being
       provided to the Debtors, subject to the Debtors'
       continued payment on a timely basis in accordance with
       the terms of the agreements.  Any future products or
       services provided by the NECA Entities pursuant to the
       agreements will be paid for by the applicable Debtor in
       the ordinary course of business and in accordance with
       the agreement price in the applicable agreement and
       subject to any change in the applicable tariff.

    B. Pricing of Services Offered by the Debtors: The Debtors
       agree to provide the NECA Entities with preferred pricing
       for Data/IP Capacity and Wholesale Conferencing Services
       until the cure payment is paid in full.

    C. Assumption of the Agreements: The Debtors agree to assume
       all agreements with the NECA Entities after the effective
       date of the plan.  After assumption, the Debtors will be
       authorized to pay a $12,180,197.97 cure payment, provided
       that NECA provides the Debtors with a copy of an
       Authorization Form for each NECA Entity.  Notwithstanding
       anything to the contrary contained in the Settlement
       Agreement, the Debtors will be entitled to reduce the
       cure payment by the amount of the cure payment
       attributable to each NECA Entity for which NECA has not
       procured or provided an Authorization Form to the Debtors
       on or before the effective date of the plan until NECA
       provides Authorization Form.  The cure amount will be
       paid to NECA, on the NECA Entities' behalf, in 24 equal
       and consecutive months with the first payment due 30 days
       after the effective date of the plan and each subsequent
       installment payment due 30 days thereafter.  If any
       monthly payment is not timely made, NECA will be entitled
       to deliver a notice of nonpayment to the Debtors, and if
       the full amount of the remaining unpaid balance of the
       cure payment then due and owing is not paid to NECA
       within 5 business days of delivery of this notice of non-
       payment, the NECA Entities will be entitled to exercise
       any rights and remedies available to them under their
       agreements and under applicable law.  Except for the cure
       payment, no payments will be required in connection with
       or arising from the assumption of the agreements pursuant
       to Section 365 of the Bankruptcy Code or otherwise, and
       the Parties forever waive any and all defaults existing
       prior to the effective date under the agreements.

    D. Payments by NECA to the NECA Entities: It will be NECA's
       sole and absolute responsibility to disburse the monthly
       cure payments to the NECA Entities as it deems
       appropriate. After receipt by NECA of each monthly cure
       payment, the Debtors will have no further obligations or
       liabilities, under the Settlement Agreement or otherwise,
       with respect to these payment, including in the event of
       delay or nonpayment of the amounts by NECA to the NECA
       Entities.

    E. Indemnification: NECA agrees to indemnify, hold harmless,
       and reimburse the Debtors and their officers, employees,
       shareholders, agents, representatives, attorneys,
       successors and assigns, for any and all current or future
       liabilities and payments of money arising out of or in
       connection with:

       -- any assertion by any NECA Entity that NECA was not
          authorized to execute the Settlement Agreement on the
          Entity's behalf or that the execution of the
          Settlement Agreement on the Entity's behalf exceeds
          NECA's authority as agent for the Entity; or

       -- an assertion by an Entity that despite payment of a
          monthly cure payment by the Debtors to NECA, the
          Entity has not received from NECA that portion of the
          monthly cure payment to which it is entitled.

       NECA further agrees to reimburse the Debtors promptly
       after request for all reasonable expenses after
       presentation of an invoice by the Debtors in connection
       with the investigation of, preparation for, defense of,
       or providing evidence in, any commenced or threatened
       action, claim, proceeding or investigation or any
       collection efforts undertaken by the Debtors against NECA
       or a NECA Entity; provided, however, that prior to
       incurring any expense reimbursable, the Debtors will:

       -- notify NECA in writing of any assertion;

       -- provide NECA with a copy of any written communication
          by a Member to the Debtors which the Debtors claim
          gives rise to indemnification; and

       -- provide NECA with five Business Days in which to
          resolve the Entity's assertion to the Debtors'
          satisfaction.

    F. Releases: As of the effective date of the Settlement
       Agreement, the NECA Entities and the Debtors, on behalf
       of themselves, their officers, directors, agents,
       employees, successors and assigns fully and finally
       release, acquit and forever discharge the other, and
       their officers, employees, shareholders, agents,
       representatives, attorneys, successors and assigns, from
       any and all Claims, demands, obligations, actions, causes
       of action, rights or damages under any legal theory,
       including under contract, tort, or otherwise, which they
       now have, may claim to have or ever had, whether these
       Claims are currently known, unknown, foreseen or
       unforeseen, which either of the parties may now have or
       have ever had, from the beginning of time through and
       including the Petition Date; provided, however, that the
       release will not affect obligations contained in the
       Settlement Agreement.

    G. Side Letter: On January 10, 2002, the Debtors executed a
       side letter with NECA which provided that NECA would
       receive an up-front payment, on the effective date of the
       Plan, of 1% of the aggregate cure payment under the
       Settlement Agreement in return for its services with
       respect to the Settlement Agreement. (Global Crossing
       Bankruptcy News, Issue No. 37; Bankruptcy Creditors'
       Service, Inc., 609/392-0900)


GLOE GRAPHICS: Chapter 7 Involuntary Case Summary
-------------------------------------------------
Alleged Debtor: Gloe Graphics, Inc.
                SMF Registered Services, Inc.
                (Registered Agent)
                1201 Walnut Street, Suite 2800
                Kansas City, Missouri 64106
                dba Rosse Lithographing Co.

Involuntary Petition Date: April 4, 2003

Case Number: 03-42060                  Chapter: 7

Court: Western District of Missouri    Judge: Arthur B. Federman
       (Kansas City)

Petitioners' Counsels: Counsel for UMB Bank, N.A.
                       Eric L. Johnson, Esq.
                       Scott J. Goldstein, Esq.
                       Spencer Fane Britt & Browne
                       1000 Walnut, Suite 1400
                       Kansas City, MO 64106
                       Tel: 816-292-8267
                       Fax : 816-474-3216

                       Counsel for General Electric Capital
                       Todd W. Ruskamp, Esq.
                       Shook Hardy & Bacon LLP
                       One Kansas City Place
                       1200 Main St
                       Kansas City, MO 64105
                  Tel: 816-474-6550
                       Fax : 816-421-4066

                       Counsel for Genova Enterprises, Inc.
                       John J. Hager, Esq.
                       Hager & Snoke
                       9233 Ward Parkway, Suite 125
                       Kansas City, MO 64114
                       Tel: 816-523-8400
                       Fax : 816-361-9232

                       Counsel for Williams Paper Company and
                       JCI Industries, Inc.
                       Scott J. Goldstein, Esq.
                       Spencer Fane Britt & Browne
                       1000 Walnut, Suite 1400
                       Kansas City, MO 64106
                       Tel: 816-292-8218
                       Fax : 816-474-3216

Petitioners: UMB Bank, N.A.
             c/o Scott J. Goldstein, Esq.
             Spencer Fane Britt & Browne LLP
             1000 Walnut
             Suite 1400
             Kansas City, MO 64106
             Tel: 816-474-8100

             General Electric Capital
             c/o Todd W. Ruskamp, Esq.
             Shook Hardy & Bacon LLP
             One Kansas City Place
             1200 Main St.
             Kansas City, MO 64105
             Tel: 816-474-6550

             Genova Enterprises, Inc.
             c/o John J. Hager, Esq.
             Hager Snoke LLC
             9233 Ward Pkwy
             Kansas City, MO 64114
             Tel: 816-836-4000

             Williams Paper Company
             c/o Scott J. Goldstein, Esq.
             Spencer Fane Britt & Browne LLP
             1000 Walnut, Suite 1400
             Kansas City, MO 64106
             Tel: 816-474-8100

             JCI Industries, Inc.
             c/o Scott J. Goldstein, Esq.
             Spencer Fane Britt & Browne LLP
             1000 Walnut, Suite 1400
             Kansas City, MO 64106
             Tel: 816-474-8100

Amount of Claim: $3,207,213


GOODYEAR TIRE: Fitch Ratchets Sr. Unsec. Debt Ratings Down to B
---------------------------------------------------------------
Fitch Ratings has downgraded the senior unsecured debt ratings
of The Goodyear Tire & Rubber Company to 'B' from 'B+' and
assigned a rating of 'B+' to the senior secured bank facilities.
Approximately $5 billion of debt is affected.

The rating action is based on continued erosion of operating
fundamentals in Goodyear's core North American Tire operations
which continue to face major challenges, onerous pension
obligations funding, and execution risk to the operating turn-
around plan in the midst of weak industry demand and intense
competition. The downgrade of the senior unsecured debt also
reflects the weaker position of unsecured creditors under the
recent bank agreement which granted security interest to the
bank creditors. While cash holdings and the restructured
financing arrangements afford near-term liquidity, lack of
significant operating improvements in the next 9 to 15 months
could jeopardize availability of these funding sources due to
covenant violations. With the rating action, the Rating Watch
Negative has been replaced with Rating Outlook Negative.

Goodyear's North American Tire operations lost $34 million on
sales of $1.6 billion and $36 million on sales of $6.7 billion
in the 4th quarter 2002 and full year 2002, respectively, with
tire units shipped dropping off 8.5% for the quarter and 7.2%
for the year. In an industry environment which saw replacement
tire demand for light vehicles flat to off slightly in 2002,
Goodyear saw its three principal brands, Goodyear, Kelly, and
Dunlop collectively lose approximately 3 percentage points of
market share in passenger tires and 1 percentage point in light
trucks. Poor channel management, particularly with independent
dealers and distributors who handle about 60% of Goodyear's
replacement tires, ineffective pricing and discounting policies,
and poor execution of order fulfillment were some of the reasons
which contributed to the operation's under-performance. Further,
Goodyear's brands are getting pressured from low cost import
brands in the lower segment of the pricing spectrum and by
Michelin and others in the premium segment of the pricing
spectrum.

The turn-around strategy laid out by the new management team
hopes to address some of these fundamental operating issues in
North American Tires. However, substantial hurdles remain in
addressing the company's operating performance in the North
American Tires segment. Raw material costs for oil based
products and synthetic rubber which had been a comparative
positive in 2002 versus 2001 will reverse in 2003. Oil and other
raw material prices had averaged much higher in 2002 and the
effect of the higher cost basis will filter through Goodyear's
operations in 2003, likely compressing gross margins. Increased
pension and healthcare benefit expenses for employees will
further pressure margins. Fitch estimates that these factors
together will exceed a list of Goodyear's cost saving targets
that have been announced to date.

Relief from price pass-throughs for Goodyear will be limited due
to its competitively weakened position and the current volume
slack environment. While some portion of an announced price
increase earlier in 2003 may be sticking, Goodyear will likely
remain exposed to pricing moves of competitors who currently
enjoy greater margin flexibility. Also, replacement tire demand
in North America in the first quarter of 2003 was off markedly,
suggesting that Goodyear is unlikely to see any tailwind in 2003
from replacement industry demand pickup or from meaningful price
increases.

While Goodyear intentionally may wind down some OE tire programs
in its effort to better manage large accounts, in the near term,
OE volume helps to absorb structural overhead and helps
conversion costs. As such, OE vehicle production build rate
softening in 2003 will present further operating challenges on
the industry demand front.

Attendant with the lower unit shipments, Goodyear's plant
capacity utilization had fallen into the mid-80% range
suggesting that capacity rationalization may be necessary in
order to improve its operating performance. Goodyear is
currently in negotiations on a labor contract with about 16
thousand union workers throughout most of its North American
tire plants. Any production stoppage resulting from this
situation will significantly impede efforts to improve its North
American operations. The announcement that Goodyear will
dramatically increase its import of low-end tires will result in
further pressure to reduce capacity, potentially complicating
current labor talks.

Due to capital expenditure limitation requirements associated
with the restructured bank arrangements, even as Goodyear tries
to implement its North American turnaround strategy, major North
American competitors will hold a competitive advantage in
capital investment flexibility, presenting further challenges to
Goodyear.

A mild offset to the operations in North America has been the
gains seen in the non-North American tire operations in 2002.
Given the cost headwinds anticipated for 2003 and the weak
economic outlook for Europe and rest of the world, however,
Fitch believes that further operating gains in non-North
American Tire operations will be difficult to achieve.

With the restructuring and new financing arrangements, Goodyear
replaces $2.9 billion of unsecured and receivables based
financing arrangements with $3.3 billion of financing
arrangements, all of which are secured. Of the various financial
covenants and terms of the credit arrangements, Fitch believes
that the 2.25:1 consolidated EBITDA-to-interest expense covenant
is most vulnerable to violation in the forthcoming periods in
light of expected operating challenges.

Fitch estimates that pro-forma for the transaction, Goodyear
will have unused capacity of around $1 billion of committed
lines and $600 million plus of cash for liquidity. However,
given the sizable cash calls looming ahead with stated minimum
ERISA pension contribution of around $425 million in 2004 and
sizable amounts thereafter as Fitch anticipates, higher
financing costs, potential restructuring outflows, plus net
absorption of liquidity into operation as Fitch expects,
Goodyear's current liquidity may face stress even before the
credit lines come due in 2005. Potential sale of the Chemicals
Division may help augment the liquidity profile. But, given the
weakness in the markets and large exposure to internal Goodyear
sales, Fitch does not believe the sale of Chemicals Division
would generate robust proceeds.

Goodyear Tire & Rubber's 8.50% bonds due 2007 (GT07USR1) are
trading at about 74 cents-on-the-dollar, says DebtTraders. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=GT07USR1for
real-time bond pricing.


GROUP MANAGEMENT: Buying 40% of Official Nevada Courier Shares
--------------------------------------------------------------
Group Management Corp., (OTCBB:GPMT) has entered into a binding
letter of intent to acquire forty percent of the outstanding
shares of Official Nevada Courier, Inc.

The acquisition will be followed by a registered spin-off of a
portion of the acquired shares of the courier company, which
will apply for trading on the OTC Bulletin Board as a separate
entity.

Official Nevada Courier, Inc., will embark on an aggressive
licensing program to expand into a national courier of immediate
documents and packages.

Thomas Ware, legal counsel for Group Management Corp. stated,
"We are very happy to announce this acquisition of one of the
leading local courier services in the Las Vegas area. The
management of ONCI is experienced, and dedicated to making this
a very profitable business. We feel the company is in a growth
industry and has unlimited potential."

                    Entertainment Industry

Additionally, legal counsel for Group Management Corporation
today confirmed that the Company has filed a form SB-1,
registering for sale 11,666,666 shares of Kadalak Entertainment
Group, Inc. As previously announced, upon the effectiveness of
the registration statement, a portion of those shares will be
spun-off to the shareholders of Group Management, and proceeds
from the Company's portion will be used to capitalize Group
Management's entertainment subsidiary, and to develop and
produce quality programming for distribution.

Group Management Corp. (OTCBB:GPMT), as part of its strategic
development plan, is currently restructuring and reorganizing
under Chapter 11. Upon exiting the Chapter 11 process the
Company aims to grow into a leader in the lucrative content
production business.

Kadalak Entertainment Group will apply for trading on the OTC
Bulletin Board under the symbol, KDLK (or the next available
symbol) as a separate publicly traded company.


HARTMARX CORP: Intends to Reduce Debt by $15 Million in 2003
------------------------------------------------------------
Elbert O. Hand, chairman, and Homi B. Patel, president and chief
executive officer, of Hartmarx Corporation (NYSE: HMX) made a
presentation to shareholders at the Company's annual meeting
held on April 10, 2003, in Chicago, Illinois, which included the
Company's 2003 and long-term objectives.

The 2003 objectives include:

   -- Achieving a small single digit sales increase for the year

   -- Significantly improving earnings per share in 2003
      compared to 2002

   -- Reducing debt by at least $15 million (excluding any
      impact for acquisitions, stock buy-backs or dividends)

The long-term objectives include:

   -- Achieving pre-tax earnings of 8% of sales, equating to
      approximately 904 per share

   -- Attaining a tailored / non-tailored product mix of 50% /
      50%

   -- Increasing sales, internally and through prudent
      acquisitions

A copy of the presentation to shareholders can be found at the
Company's Web site at http://www.hartmarx.com

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

                         *    *    *

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

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

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


HAWAIIAN AIRLINES: Bringing-In Marr Hipp as Special Counsel
-----------------------------------------------------------
Hawaiian Airlines, Inc., seeks to employ Marr Hipp Jones &
Pepper as Special Counsel.

The airline carrier relates that Marr Hipp has represented it on
employment law issues since 1998.  As a result of its efforts,
Marr Hipp is intimately familiar with the complex legal issues
that have arisen and are likely to arise in connection with the
Debtor's employment issues.

The Debtor argues that it would be unduly prejudiced by the time
and expense necessary to replicate Marr Hipp's ready familiarity
with the intricacies of employment law.

Marr Hipp's customary hourly rates charged to both bankruptcy
and non-bankruptcy clients are:

     Partner and Counsels     $210 to $295 per hour
     Associates               $155 to $185 per hour
     Paralegals               $110 to $120 per hour

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


HILLCREST MEDICAL: S&P Affirms B- Rating and Revises Outlook
------------------------------------------------------------
Standard & Poor's Ratings Services changed its outlook to stable
from negative and affirmed its 'B-' rating on Oklahoma
Development Finance Authority's $219.235 million series 1999A
and $16.955 million series 1999B bonds issued on behalf of
Hillcrest Medical Center obligated group.

The obligated group of HMC includes most of the significant
revenue-generating entities of the Hillcrest Healthcare System
and as such the financial results referred to herein pertain to
HHS; i.e. both obligated and non-obligated entities, unless
indicated otherwise.

"The outlook revision reflects HMC's progress in obtaining
limited rate relief from the state, modifying or eliminating
previously unprofitable managed care contracts, including a
number of risk-based capitated contracts, and curtailing or
disposing of unprofitable businesses and facilities," said
credit analyst Kenneth Rodgers. "Additional improvement in the
rating will be predicated on management's ability to strengthen
profitability, bolster the health system's liquidity, and reduce
outstanding debt," he added.

Management's positive actions to address the organizations'
weaknesses enabled HMC to record its first recent bottom-line
profit (0.93% excess margin) in the fiscal year ending June 30,
2002 after recording losses in each of the prior four years. In
addition, fiscal 2002 is the second year HMC posted debt service
coverage approaching 2.0x (1.96x in 2002 and 1.57x in 2001)
after significant losses in fiscal 2000 that led to a rate
covenant violation. Despite the many positive developments
occurring at HMC, significant credit concerns remain, including
strong competition, a high dependency on Medicaid funding,
support of a large employed physician network, weak liquidity,
and high leverage. Medicaid accounts for approximately 20% of
the health system's total revenue, and management anticipates
future rate pressure as the state struggles to balance its
budget. At fiscal year-end 2002 unrestricted cash and
investments totaled $43.2 million, representing 30 days' cash on
hand or a cash to long-term debt ratio of only 19.1%. At Dec.
31, 2002, unrestricted cash and investments fell to $29.4
million, representing 21 days' cash on hand or cash to long-term
debt ratio of 13.2%. Leverage measured by debt to capitalization
was 89.6% at fiscal year end 2002.


INFORMATION ANALYSIS: Rubino & McGeehin Airs Going Concern Doubt
----------------------------------------------------------------
Information Analysis Inc., "has suffered recurring losses from
operations and has cash flows problems and financing
requirements that raise substantial doubt about its ability to
continue as a going concern," independent auditors Rubino &
McGeehin tell the Board of Directors in their opinion about the
Company's financial statements for the year ended December 31,
2002.

Since the mid-90's Information Analysis Inc. has migrated
clients from older computer languages generally associated with
legacy computer systems to more modern languages used with
current-day computer system platforms. In fixing their legacy
systems to comply with Y2K dates impacts, many organizations
became aware of the evolving obsolescence of these systems and
are now beginning to fund their modernization. In addition, as
part of this modernization many organizations wish to extend
these legacy systems to interface with Internet applications.
The Company's strategy has been to develop and/or acquire tools
that will facilitate the modernization process and differentiate
the Company's offerings in the marketplace. The Company has
developed a series of workbench tools called ICONS. These tools,
used in conjunction with its methodology, enhance a programmer's
ability to convert code to new platforms and/or computer
languages. ICONS can be used with a variety of languages such as
DATACOM COBOL and IDEAL, and Unisys COBOL. ICONS will facilitate
the Company's ability to provide systems modernization services
to companies that seek to migrate from mainframe legacy systems
to modern environments, including current computer languages,
data bases, and mainframe, midrange, client servers, intranet
and internet platforms.

The Company's gross profit was $1.8 million in fiscal 2002
versus $1.5 million in 2001, or 30.6% of revenue in 2002
compared to 24.7% of revenue in 2001. Professional services
gross margin was 30.1% of revenue in 2002, compared to 27.8% in
2001. The increase in professional services gross margin was
primarily attributable to higher margins on contracts that
started in 2002 or late 2001 compared to the contracts that
terminated during the same time period. Software sales gross
margin was 34.5% of revenue in 2002, up from a 12.0% loss in
2001. The increase in software sales gross margin was primarily
due to sales of the Company's ICONS software tools versus no
sales in 2001 of this product line. The capitalized cost of
ICONS was amortized on a straight line basis against no
discernable revenue in fiscal year 2001, so each dollar of
direct sales of ICONS in 2002 contributed to higher gross
margins against this straight line amortization. Management
reclassified $0.1 million from cost of software sales to cost of
professional services for the 2001 fiscal year. The gross
margins discussed are after reclassification.

Fiscal 2002 Selling, General & Administrative expense increased
3.7% to $1.74 million, or 30.0% of revenue, from $1.68 million,
or 27.6% of revenue in 2001. The increase in SG&A is due to
higher accounting expenses, severance for terminated employees,
and carrying selected billable employees on overhead projects
between contracts.

The Company's line of credit of $1,000,000 with First Virginia
Bank expired on June 19, 1999. First Virginia Bank has executed
forbearance agreements with the Company, which effectively
extended a line of credit of $625,000 until April 16, 2003. The
Company expects that the forbearance on the line of credit will
be extended.

The Company is in negotiations with various organizations to
obtain a new line of credit. The current line of credit, or a
similar new credit facility, when coupled with funds generated
from operations, assuming the operations are cash flow positive,
should, according to the Company, be sufficient to meet its
operating cash requirements. The Company, however, may
periodically be required to delay timely payments of its
accounts payable.

The Company cannot be certain that there will not be a need for
additional cash resources at some point in fiscal 2003.
Accordingly, the Company may from time to time consider
additional equity offerings to finance business expansion. The
Company is uncertain that it will be able to raise additional
capital.


INTEGRATED HEALTH: Wants to Effectuate Substantive Consolidation
----------------------------------------------------------------
Integrated Health Services, Inc., and its debtor-affiliates ask
the Court to direct the substantive consolidation of their
Chapter 11 cases for the purpose of implementing their Amended
Joint Plan of Reorganization.

According to Robert S. Brady, Esq., at Young Conaway Stargatt &
Taylor LLP, in Wilmington, Delaware, the Reorganization Plan is
predicated on the substantive consolidation of the Debtors'
estates and cannot be implemented unless substantive
consolidation is approved.  It is clear that substantive
consolidation is not only appropriate in these cases and will
yield a greater return to virtually all holders of General
Unsecured Claims than any of them could theoretically receive in
the absence of substantive consolidation, but it is also a
critical component of the Debtors' successful emergence from
Chapter 11 pursuant to the Plan.  If substantive consolidation
is not granted, the Debtors' emergence will be delayed, which
will, at a minimum, expose the estates to a substantial purchase
price adjustment or termination of the Sale Agreement and reduce
or eliminate the value available to creditors.

Substantive consolidation would have three major effects,
namely:

A. it would eliminate intercompany claims from the distribution
    scheme unless specifically provided otherwise in the Plan;

B. it would eliminate guarantees of the obligations of one
    Debtor by another Debtor; and

C. duplicate and joint and several claims in Classes 4 through
    6 and Classes 8 through 10 filed against any of the Debtors
    will be considered to be a single Claim against the
    consolidated Debtors.

Under applicable bankruptcy law, substantive consolidation is
warranted if there is "substantial identity" among debtors to be
consolidated and "substantive consolidation is necessary to
avoid some harm or to realize some benefit."  Eastgroup Props v.
Southern Hotel Assoc., Ltd, 935 F.2d 245, 249 (11th Cir. 1991)
citing Drabkin v Midland-Ross, Corp, (In to Auto-Train Corp,
Inc.), 810 F.2d 270, 276 (D.C, Cir 1987).

Mr. Brady tells the Court that the overwhelming evidence to be
presented at the hearing on this request will establish that
substantive consolidation is appropriate in these cases.  There
is no question that consolidating IHS with its subsidiary
debtors reflects the reality of the way the LTC business unit
and the Symphony business unit operated.  IHS and its subsidiary
debtors share a substantial identity in ownership, management,
operations, funding and assets.  Third parties, including the
Senior Lenders, who collectively hold the overwhelming economic
interest in these estates, and the Debtors' major trade
creditors, which typically contracted with IHS to provide
supplies to the facilities that are owned by the subsidiary
debtors, dealt with IHS and its subsidiaries as a single
economic unit in extending credit and providing goods and
services.

Mr. Brady believes that the evidence will further demonstrate
that substantive consolidation will yield benefits to the vast
majority of non-Senior Lender creditors in these cases who will
receive a larger distribution if the estates are substantively
consolidated. The largest claims against the Debtors consist of
the Senior Lender Claims -- Class 4, which are guaranteed by
virtually all of IHS' subsidiaries, and are secured by a pledge
of all of the stock of IHS' subsidiaries, security interests in
"upstream debt" of each subsidiary to its parent, and certain
intellectual property rights.  The Senior Lenders have a
$1,300,000,000 claim against IHS and against virtually all of
the IHS subsidiaries on a joint and several basis; in effect,
each subsidiary guarantor, in addition to other debt, is liable
to the Senior Lenders for $1,300,000,000, subject to
contribution rights against the other subsidiaries.  The second
largest group of creditors in the aggregate are the Claims in
Classes 9 and 10 held by subordinated bondholders whose claims
aggregate $1,300,000,000.  Mr. Brady notes that by virtue of the
Senior Lenders' subordination rights, the Senior Lenders are
entitled to any distributions from the estates otherwise
allocable to the holders of subordinated debt. Thus, the Senior
Lenders' economic interest in the outcome of these cases --
approximately $2,600,000,000 -- dwarfs that of all other
unsecured creditors.  This amount is 75% of the non-Senior
Lender unsecured claims in these cases.  Of the remaining 25% of
unsecured claims, a substantial portion is in IHS' subsidiary
estates wherein the assets were liquidated for no value.  For
these creditors, substantive consolidation provides a clear
benefit for them in that, absent consolidation, these creditors
would receive no recovery.

The Unofficial Senior Lenders' Working Group, which supports the
Plan, has decided to forego whatever additional distributions
its members might have received under a plan that did not
provide for substantive consolidation to:

   (i) avoid the cost and delay that would be associated with a
       non-consolidation litigation, especially since the
       probability of sustaining a non-consolidation position is
       low;

  (ii) avoid the attendant delay and administrative expense that
       would be associated with allocating the net proceeds
       received from the Sale;

(iii) enable the Debtors to consummate the United States
       Settlement Agreement, which was negotiated on a global
       basis for all Debtors and is critical to substantially
       all of the Debtors;

  (iv) avoid time-consuming litigation that would be needed to
       evaluate, unwind and resolve intercompany claims against
       each other, and inter-Debtor claims against certain joint
       assets; and

   (v) avoid a subsidiary-by-subsidiary allocation of the proper
       benefits and expenses of overhead, and other operational
       services provided by IHS to its subsidiaries that, in
       certain instances, have been estimated, but not precisely
       determined, and, in other instances has not been
       allocated.

These same concerns also are critical to the minority of non-
Senior Lender Claims who might fare better in a non-
consolidation context.

If substantive consolidation is not ordered, Mr. Brady is
concerned that there will be a substantial delay in the Plan
process and the consummation of the Sale Transactions.  In
particular, if the Sale to Briarwood is delayed for several
months, as it would likely be if substantive consolidation is
not ordered, and IHS' financial performance continues to decline
as a result of, inter alia, the increases in wages and benefits
in excess of Medicaid rate increases and certain non-recurring
revenues in the Symphony division included in the prior year
results, then the Briarwood Agreement provides for a substantial
reduction in the purchase price for the transaction, or, in the
event that the Debtors miss the EBIDTA condition, for
termination of the Sale.  Additionally, if the Sale is not
closed by June 30, 2003, the Briarwood Agreement provides for a
downward sliding-scale purchase price adjustment of up to
$1,900,000, subject to termination by Briarwood if the Sale is
not closed by July 31, 2003.  Under those circumstances, all
creditors -- no matter where they stood on the "benefits to
substantive consolidation" spectrum -- would receive
substantially less value in distributions than they would if
substantive consolidation is ordered and the Plan is confirmed
at this time.

Mr. Brady asserts that plain reality is that the distribution to
all creditors under the Plan will be a single digit percentage.
The predominant creditor group is the Senior Lenders, the major
holders of which are members of the Unofficial Senior Lenders'
Working Group and support the Plan.  Regardless of how value is
allocated among the Debtors' estates, the net positive impact,
if any, on any individual non-Senior Lender creditor will be
negligible.  Moreover, any potential positive impact to that
individual creditor would be more than offset by the time and
expense of confirming 278 separate plans and the substantial
risk of lost value by the potential of jeopardizing the Sale and
the United States Settlement.

Mr. Brady points out that these bankruptcy cases have been
pending for over three years.  During this period, this Court
has confirmed a plan of reorganization for Rotech, a former IHS
subsidiary, and the Rotech subsidiaries.  The Rotech plan of
reorganization was predicated on substantive consolidation for
all of the Rotech debtors.  This relief for Rotech and its
subsidiaries was granted because of the practical realities, and
due to the fact that the governing standard for substantive
consolidation was clearly applicable.  Those same reasons and
concerns are found with respect to the substantive consolidation
of the IHS Debtors, Mr. Brady asserts. (Integrated Health
Bankruptcy News, Issue No. 55; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


KENNY INDUSTRIAL: Gets Okay to Hire Kirkland & Ellis as Counsel
---------------------------------------------------------------
Kenny Industrial Services, LLC and its debtor-affiliates sought
and obtained approval from the U.S. Bankruptcy Court for the
Northern District of Illinois to employ and retain Kirkland &
Ellis as their attorneys.

The Debtors require the assistance of a law firm to prosecute
their chapter 11 cases.  Specifically, Kirkland & Ellis will:

     a. advise the Debtors with respect to their powers and
        duties as debtors in possession in the continued
        management and operation of their businesses and
        properties;

     b. attend meetings and negotiating with representatives of
        creditors and other parties in interest;

     c. take all necessary action to protect and preserve the
        Debtors' estates, including prosecuting actions on the
        Debtors' behalf, defending any action commenced against
        the Debtors and representing the Debtors' interests in
        negotiations concerning all litigation in which the
        Debtors are involved, including, but not limited to,
        objections to claims filed against the estates;

     d. prepare on the Debtors' behalf all motions,
        applications, answers, orders, reports, and papers
        necessary to the administration of the estates;

     e. represent the Debtors in connection with obtaining
        postpetition financing;

     f. advise the Debtors in connection with any potential sale
        of assets or potential plan of reorganization or
        liquidation;

     g. appear before this Court, any appellate courts, and the
        United Slates Trustee arid protecting the interests of
        the Debtors' estates before those Courts and the United
        States Trustee;

     h. consult with the Debtors regarding lax matters; and

     i. performing all other necessary legal services and
        provide all other necessary legal advice to the Debtors
        in connection with the Chapter 11 Cases.

Members and associates of Kirkland & Ellis have hourly rates
ranging from $160 to $710 per hour.

James A. Stempel, Esq., and Ryan Blaine Bennett, Esq., lead the
team of lawyers representing the Debtors.

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


KMART CORP: Wants Blessing to Assume Kodak Services Agreement
-------------------------------------------------------------
Eastman Kodak Company exclusively provides and performs all
photofinishing and imaging services at Kmart stores, including
off-site film processing services, premium services, and digital
imaging services.  Kodak supplies all paper and chemical
products necessary for the operation of all the Kmart on-site
photofinishing laboratories and digital kiosk technology for
certain Kmart stores.  Kodak also exclusively supplies all
Internet-based photofinishing and imaging services needed for
Kmart stores, including scanning, uploading, viewing, storing,
sharing and enhancing of images and associated printing and
product fulfillment.

Pursuant to an October 1, 2000, Photofinishing Services
Agreement, Kodak and the Debtors participate in allowance
programs designed to create a marketing partnership between the
two parties.  Under these allowance programs, the Debtors are
entitled to receive annual fixed allowances totaling
$44,000,000. This aggregate amount is broken down into several
programs designed to enhance sales of film products and film
services. Specifically, the Debtors agree to advertise Kodak
photofinishing services and Kodak digital kiosk technology units
in their advertising circular.  Kodak provides the promotional
materials, fixtures, signs and displays to the Debtors.

The majority of the allowances paid to the Debtors from Kodak
can be broken down into three categories.  During each calendar
year, Kodak pays the Debtors a $25,000,000 advertising
allowance.  The advertising allowance is used primarily on
general advertising, marketing, promotions, promotional
markdowns, fixtures and signage.  Kodak also pays Kmart
$19,000,000 per year as part of an incentive program.  The
Debtors also receive a marketing fund for the promotion and
advertising of Kodak digital kiosk technology units.

Aside from the fixed allowances, under the Services Agreement,
the Debtors are also entitled to certain variable allowances and
credits.  For example, for each calendar year, Kodak pays the
Debtors 14% of the total invoice cost of photofinishing sales.

The Services Agreement has a five-year term and expires on
September 30, 2005.  The Services Agreement continues on a
month-to-month basis if not otherwise terminated or extended.

The Debtors believe that quality photofinishing services are an
integral part of attracting return customers.  Photofinishing at
Kmart stores is a convenient and low cost way for customers to
develop film.  According to John Wm. Butler, Jr., Esq., at
Skadden, Arps, Slate, Meagher & Flom, the Debtors must continue
to offer quality photofinishing services and up to date digital
technology to its customers to stay competitive.  Last year, Mr.
butler reports that the off-site photofinishing generated
$120,000,000 in sales and accounted for $49,000,000 in gross
margin for the Debtors.  Over the past three years, the Debtors
and Kodak have enjoyed a mutually beneficial partnership and
desire to continue such relationship in the postpetition period.

To continue offering their customers name-brand photofinishing
services, the Debtors seek the Court's authority to assume the
Services Agreement.  The Debtors believe that there are no
outstanding amounts owed to Kodak pursuant to the Services
Agreement, and thus no cure payment is required to assume the
Services Agreement.

Currently, Kodak provides on-site and digital services.  Mr.
Butler tells the Court that using Kodak for off-site services
pursuant to the Services Agreement will provide a consistent and
compatible program for Kmart customers.

"Kodak is the leading provider of off-site photo processing and
the market leader for all photo products in the United States.
The Kodak name and logo are among the most recognized in the
world," Mr. Butler says.  Mr. Butler maintains that the
combination of the profit realized from photofinishing services
and the continued association of Kodak with the Debtors' will
enhance the success of the Debtors' reorganization. (Kmart
Bankruptcy News, Issue No. 52; Bankruptcy Creditors' Service,
Inc., 609/392-0900)

DebtTraders reports that Kmart Corp.'s 9.000% bonds due 2003
(KM03USR6) are trading at about 15 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=KM03USR6for
real-time bond pricing.


KULICKE & SOFFA: Will Publish Fiscal Q2 Results on April 23
-----------------------------------------------------------
Kulicke & Soffa Industries, Inc., (Nasdaq:KLIC) will be
releasing its 2003 second fiscal quarter ended March 31, 2003
results on Wednesday, April 23, 2003 at approximately 7:00 am
(EDT). Full text of the earnings release and summary financial
statements will be available on the K&S Web site at
http://www.kns.com/investors/news.htmor by calling 215/784-6750
for a faxed copy. A conference call and simultaneous audio
webcast will follow at 9:00 am (EDT).

C. Scott Kulicke, chairman and chief executive officer will host
the call. Clifford G. Sprague, senior vice president and chief
financial officer and Michael J. Sheaffer, director of media and
shareholder activities will also be present.

Interested participants may dial 416/695-5261 between 8:50 am
and 9:00 am (EDT).

To listen to a live audio streaming of the call, log on to
http://www.kns.com/investors

For a digital replay of the call, participants may dial toll
free 866/518-1010 or 416/252-1143 shortly after the conclusion
of the call.

An audio stream replay of this call will be available at
http://www.kns.com/investorsapproximately 1 hour after the
conclusion of the call.

Replays will be available through 6:00 pm (EDT) on April 30,
2003.

Kulicke & Soffa (Nasdaq:KLIC) is the world's leading supplier of
semiconductor assembly and test interconnect equipment,
materials and technology. We offer unique wire bonding
solutions, combining wafer dicing and wire bonding equipment
with bonding wire and capillaries.

Flip chip solutions include wafer bumping services and
technology. Chip scale and wafer level packaging solutions
include Ultra CSP(R) technology. Test interconnect solutions
include standard and vertical probe cards, ATE interface
assemblies and ATE boards for wafer testing, as well as test
sockets and contactors for all types of packages. Kulicke &
Soffa's Web site address is http://www.kns.com

Kulicke & Soffa's 4.750% bonds due 2006 are currently trading at
about 66 cents-on-the-dollar.


LEAP WIRELESS: Files for Chapter 11 Protection in San Diego
-----------------------------------------------------------
Leap Wireless International, Inc. (OTCBB: LWIN), and its
principal operating subsidiary, Cricket Communications, Inc.,
have been engaged in active negotiations with their major
creditor groups over the past month and believe that they are
close to reaching an agreement on a plan to restructure their
outstanding indebtedness while continuing to offer high quality,
affordable wireless service to Cricket(R) customers.  In order
to quickly and effectively implement a restructuring, Leap,
Cricket and substantially all of their subsidiaries filed
voluntary petitions for reorganization under Chapter 11 of the
Bankruptcy Code on Sunday, April 13th. The voluntary petitions
were filed in the U.S. Bankruptcy Court for the Southern
District of California, in San Diego, California.

While the company is reorganizing, daily operations at the
Company will continue; Cricket stores will remain open; network
service will not be interrupted; employees will be paid; and
suppliers will be paid in the ordinary course of business for
goods and services provided after the filing date. The Company
does not expect any organizational changes or reduction in force
as a result of this filing.

"Since announcing our restructuring discussions in August of
last year, we have been working actively and constructively with
our major creditor groups to develop a plan designed to provide
a suitable long-term capital structure for our business," said
Harvey P. White, Leap's chairman and CEO. "We expect Cricket and
Leap to successfully restructure their debt and that Cricket
will emerge from bankruptcy a stronger company continuing to
offer the high quality of service that its customers expect. We
currently have more than $100 million in cash and short term
investments at Cricket and, based on our current performance and
our projections for the future, we believe that our restructured
company will have adequate cash to operate the business while
continuing to offer our service to customers without
interruption and providing good opportunities for our
employees."

Leap and Cricket expect to have an agreement with their
creditors on a plan of reorganization in the next few weeks.
Under any plan of reorganization agreed upon with its creditors,
the Company expects that there will be very limited or no value
flowing to Leap as a result of its ownership interests in the
Cricket Companies, and that there will be little or no value
available for distribution to the common stockholders of Leap.

"Throughout this process, the business continues to perform well
in the face of tough economic times," said Susan G. Swenson,
Leap's president and chief operating officer. "During 2003, we
intend to continue providing our customers with high quality,
innovative service offerings that meet their communications
needs."


LEAP WIRELESS: Case Summary & Largest Unsecured Creditors
---------------------------------------------------------
Lead Debtor: Leap Wireless International, Inc.
             10307 Pacific Center Court
             San Diego, California 92121

Bankruptcy Case No.: 03-03470

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Cricket Communications, Inc.               03-03471
      Cricket Communications Holdings, Inc.      03-03472
      Backwire.com, Inc.                         03-03473
      Cricket Licensee XVII, Inc.                03-03474
      Cricket Pennsylvania Property Company      03-03475
      Telephone Entertainment Network, Inc.      03-03476
      Cricket Licensee XVIII, Inc.               03-03477
      Cricket Texas Property Company             03-03478
      ChaseTel Licensee Corp.                    03-03479
      Cricket Licensee XIX, Inc.                 03-03480
      Cricket Licensee (Albany), Inc.            03-03481
      Cricket Utah Property Company              03-03482
      Cricket Licensee XX, Inc.                  03-03483
      Cricket Licensee (Columbus), Inc.          03-03484
      Cricket Washington Property Company        03-03485
      Cricket Holdings Dayton, Inc.              03-03486
      Cricket Licensee (Denver) Inc.             03-03487
      Cricket Wisconsin Property Company         03-03488
      Cricket Licensee (Lakeland) Inc.           03-03489
      MCG PCS Licensee Corporation, Inc.         03-03490
      Leap PCS Mexico, Inc.                      03-03491
      Chasetel Real Estate Holding Company, Inc. 03-03492
      Cricket Licensee (Macon), Inc.             03-03493
      Cricket Alabama Property Company           03-03494
      Cricket Licensee (North Carolina) Inc.     03-03495
      Cricket Arizona Property Company           03-03496
      Cricket Arkansas Property Company          03-03497
      Cricket California Property Company        03-03498
      Cricket Colorado Property Company          03-03499
      Cricket Licensee (Pittsburgh) Inc.         03-03500
      Cricket Florida Property Company           03-03501
      Cricket Licensee (Reauction), Inc.         03-03502
      Cricket Georgia Property Company, Inc.     03-03503
      Cricket Licensee I, Inc.                   03-03504
      Cricket Idaho Property Company             03-03505
      Cricket Licensee II, Inc.                  03-03506
      Cricket Illinois Property Company          03-03507
      Cricket Indiana Property Company           03-03508
      Cricket Licensee III, Inc.                 03-03509
      Cricket Kansas Property Company            03-03510
      Cricket Licensee IV, Inc.                  03-03511
      Cricket Kentucky Property Company          03-03512
      Cricket Licensee V, Inc.                   03-03513
      Cricket Michigan Property Company          03-03514
      Cricket Licensee VI, Inc.                  03-03515
      Cricket Minnesota Property Company         03-03516
      Cricket Licensee VII, Inc.                 03-03517
      Cricket Mississippi Property Company       03-03518
      Cricket Licensee VIII, Inc.                03-03519
      Cricket Nebraska Property Company          03-03520
      Cricket Licensee IX, Inc.                  03-03521
      Cricket Licensee X, Inc.                   03-03522
      Cricket Nevada Property Company            03-03523
      Cricket New Mexico Property Company        03-03524
      Cricket Licensee XI, Inc.                  03-03525
      Cricket New York Property Company, Inc.    03-03526
      Cricket North Carolina Property Company    03-03527
      Cricket Licensee XII, Inc.                 03-03528
      Cricket Licensee XIII, Inc.                03-03529
      Cricket Ohio Property Company              03-03530
      Cricket Licensee XIV, Inc.                 03-03531
      Cricket Oklahoma Property Company          03-03532
      Cricket Licensee XV, Inc.                  03-03533
      Cricket Oregon Property Company            03-03534
      Cricket Licensee XVI, Inc.                 03-03535

Type of Business: Leap Wireless, through its direct and
                  indirect subsidiaries, is a wireless
                  communications provider.

Chapter 11 Petition Date: April 13, 2003

Court: Southern District of California (San Diego)

Judge: Louise DeCarl Adler

Debtors' Counsel: Robert A. Klyman, Esq.
                  Latham and Watkins LLP
                  633 West Fifth Street
                  Suite 4000
                  Los Angeles, CA 90071-2007
                  Tel: (213)485-1234

Total Assets: $2,321,789,000 (as of Sept. 30, 2002)

Total Debts: $2,452,527,000 (as of Sept. 30, 2002)

A. Leap Wireless International's 20 Largest Unsecured
   Creditors:

Leap Wireless International Inc., Backwire.com, Inc., and
Telephone Entertainment Network, Inc., Cricket Communications
Holdings, Inc., disclose that their 20 largest unsecured
creditors are:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Depository Trust Company    Bond debt             $893,000,000
7 Hanover Square
New York NY 10004
Sara Haines
(212) 855-5203 ph
(212) 855-5181 fax

Northern Trust              Bond debt             $308,000,000
801 S. Canal
Chicago, IL 60607
Mahren Greene
(312) 444-7109 ph

Goldman Sachs               Bond debt             $188,240,000
180 Maiden Lane
New York, NY 10038
Patricia Baldwin
(212) 902-0321 ph
(212) 428-3203 fax

Morgan Stanley              Bond debt             $164,907,000
One Pierrefont Plaza
New York, NY 11201
(718) 754-4019 ph
(718) 754-4291 fax

Bear Stearns Securities     Bond debt             $123,697,000
Corp.
One Metrotech Center N.
4th Floor
New York, NY 11201
Vincent Marzella
(347) 643-2302 ph
(347) 643-4625 fax

JP Morgan Chase             Bond debt              $38,900,000
14201 Dallas Pkwy
Dallas, TX 75254
Paula J. Dabner
(469) 477-0081 ph
(469) 477-2183 fax

RBC Dominion Securities     Bond debt              $25,000,000
C/O ADP Proxy Services
51 Mercedes Way
Edgewood, NY 11717
Proxy Services
(631) 254-7400 ph
(631) 254-7618 ph

Citibank NA.                Bond debt              $14,459,000
3800 Citibank Center B3-15
Tampa, FL 33610
David Leslie
(813) 604-1193 ph
(813) 604-1155 fax

ABN AMRO                    Bond debt              $10,080,000
55 East 52nd Street
New York, NY 10055
Peter Russomondo
(212) 409-0204 ph

Pershing LLC                Bond debt               $4,775,000
Securities Corporation
1 Pershing Plaza
Jersey City, NJ 07399
Al Hernandez
(201) 413-3090 ph
(201) 413-5263 fax

Bank of New York            Bond debt               $3,600,000
One Wall Street
New York, NY 10286
Cecile Lamarco
(201) 319-3066

Brown Brothers Harriman     Bond debt               $2,380,000
& Co.
63 Wall Street, 8th Floor
New York, NY 10005
Robert Davide
(212) 493-7946 ph
(212) 493-5559 fax

Deutsche Bank and Trust     Bond debt               $1,515,000
645 Grassmere Park Road
Nashville, TN 37211
John Lasher
(615) 835-3419 ph
(615) 835-3409 fax

Morgan Stanley DW Inc.      Bond debt               $1,100,000
C/O ADP Proxy Services
51 Mercedes Way
Edgewood, NY 11717
Proxy Services
(631) 254-7400 ph
(631) 254-7618 fax

Boston Safe Deposit and     Bond debt               $1,000,000
Trust Mellon Trust
525 William Penn Place 3148
Pittsburgh, PA 15259
Melissa Tahasovicch
(412) 234-2475 ph
(412) 234-7244 fax

Deutsche Bank Securities    Bond debt                 $800,000
1251 Ave. of the Americas
New York, NY 10020
Andrea Augustina
(212) 459-2399 ph

Willmington Trust           Bond debt                 $788,000
Rodney Square North
1100 North Market Street
Willmington, DE 19890
Carolyn Nelson
(302) 636-5129 ph
(302) 636-5080 fax

First Clearing Corporation  Bond debt                 $755,000
10700 Wheat First Drive
Glen Allen, VA 23060
Charita Thompson
(804) 965-2348 ph
(804) 965-2529 fax

RBC Dain Bauscher Inc.      Bond debt                 $700,000
510 Marquette Ave. South
Minneapolis, MN 55401
Steve Schafer
(612) 607-8529 ph
(612) 607-8501 fax

National Financial          Bond debt                 $460,000
Services LLC
200 Liberty Street
New York, NY 10281
Molly Carter
(201) 635-3888 ph

B. Cricket Communications Inc.'s 20 Largest Unsecured
   Creditors:

Cricket Communications, Inc., Cricket Properties Companies,
ChaseTel Licensee Corp., Cricket Holdings Dayton, Inc., Cricket
Licensee (Albany), Inc., Cricket Licensee (Columbus), Inc.,
Cricket Licensee (Denver) Inc., Cricket Licensee (Lakeland)
Inc., Cricket Licensee (Macon), Inc., Cricket Licensee (North
Carolina) Inc., Cricket Licensee (Pittsburgh) Inc., Cricket
Licensee (Reauction), Inc., Cricket Licensee I, Inc., Cricket
Licensee II, Inc., Cricket Licensee IV, Inc., Cricket Licensee
XIII, Inc., Cricket Licensee XIV, Inc., Cricket Licensee XV,
Inc., Cricket Licensee XVI, Inc., Cricket Licensee XVII, Inc.,
Cricket Licensee XVIII, Inc., Cricket Licensee XIX, Inc.,
Cricket Licensee XX, Inc., MCG PCS Licensee Corporation, Inc.,
Chasetel Real Estate Holding Company, Inc., disclose that their
20 largest unsecured creditors are:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Comm Investors LLC          Under-secured Debt    $189,107,072
40 West 57th Street         under credit agreement
20th Floor
New York, NY 10019

Credit Suisse First Boston  Under-secured Debt    $180,643,345
Art Strassel                under credit agreement
466 Lexington Avenue
14th Floor
New York, NY 10017
212-325-9926 ph
212-325-8228 fax

ISPT                         Under-secured Debt    $115,000,000
Lucent Technologies          under credit agreement
600-700 Mountain Avenue
Murray Hill, NJ 07974
James Lewis
908-582-7819 ph
908-582-2237 fax

Goldman Sachs Credit        Under-secured Debt     $74,546,970
Partners LP                under credit agreement
Albert Dombrowski
85 Broad Street
6th Floor
New York, NY 10004
212-357-5126 ph
212-902-3757 fax

Morgan Stanley Senior        Under-secured Debt    $65,350,000
Funding                     under credit agreement
Janes Morgan
3600 W. 80th Street
Minneapolis, MN 55431
212-537-1470 ph
212-537-1867 fax

Varde Fund V                Under-secured Debt     $62,453,595
Varde Partners              under credit agreement
Jeanne Sonstegard
3600 W. 80th Street
Suite 425
Minneapolis, MN 55431
952-893-1554 ph
952-893-9613 fax

Satellite Senior Income      Under-secured Debt    $52,165,833
Credit Suisse Asset Mgmt.   under credit agreement
Linda R. Karn
466 Lexington Avenue
New York, NY 10017
212-201-9037 ph
212-983-4118 fax

Pam Capital Funding LLP     Under-secured Debt     $45,000,000
Highland Capital            under credit agreement
Management LP
Brad Barad
Two Galleria Tower
13455 Noel Road Suite 1300
Dallas, TX 75240
972-628-4100 ph
972-628-4147 fax

Highland Crusader Offshore  Under-secured debt      $40,000,000
Highland Capital            under credit agreement
Management LP
Two Galleria Tower
13455 Noel Road
Suite 1300
Dallas, TX 75240

PamCo Cayman Ltd.           Under-secured Debt     $30,800,000
Highland Capital            under credit agreement
Management LP
Brad Barad
Two Galleria Tower
13455 Noel Road Suite 1300
Dallas, TX 75240
972-628-4100 ph
972-628-4147 fax

Perry Principals, LLC       Under-secured Debt     $25,000,000
Joe Leitao                  under credit agreement
599 Lexington Avenue
36th Floor
New York, NY 10022
212-583-4187 ph
212-663-4099 fax

Cerebus Partners            Under-secured Debt     $23,000,000
Alex Lagetko                under credit agreement
450 Park Avenue
28th Floor
New York, NY 10022
212-909-1422 ph
212-909-1450 fax

Societe Generale            Under-secured Debt     $20,000,000
Robert Robin                under credit agreement
560 Lexington Avenue
New York, NY 10022
212-278-6427 ph
212-278-6146 fax

ML CBO IV (Cayman) Ltd.     Under-secured Debt     $20,000,000
Brad Barad                  under credit agreement
Highland Capital
Management LP
Two Galleria Tower
13455 Noel Road Suite 1300
Dallas, TX 75240
972-628-4100 ph
972-628-4147 fax

Bank One                    Under-secured Debt     $20,000,000
Bobby Browne                under credit agreement
1 Bank One Plaza
Mail Cide IL 1-0613
Chicago, IL 60670-0513
313-336-4665 ph
312-732-1413 fax

Stein Roe Floating Rate     Under-secured Debt     $19,000,000
LLC                        under credit agreement
Brian Murphy
Stein Roe & Farnham Inc.
312-499-4011 ph
312-855-2569 fax

Lucent Technologies         Under-secured Debt     $17,483,438
600-700 Mountain Avenue     under credit agreement
Murray Hill, NJ 07974
Frank Delcore
908-582-0199 ph
908-582-2237 fax

JP Morgan Chase             Under-secured debt     $17,000,000
270 Park Avenue             under credit agreement
17th Floor
New York, NY 10017

Bear Stearns Investments    Under-secured Debt     $16,000,000
Laura Torrado               under credit agreement
245 Park Avenue
New York, NY 10167
212-272-7811 ph
212-272-8629 fax

Highland Legacy             Under-secured Debt     $15,100,000
Brad Barad                  under credit agreement
Highland Capital
Management LP
Two Galleria Tower
13455 Noel Road Suite 1300
Dallas, TX 75240
972-628-4100 ph
972-628-4147 fax


MERRILL LYNCH MORTGAGE: Fitch Rates Some Mortgage Notes Low-B
-------------------------------------------------------------
Fitch Ratings has taken rating actions on the following Merrill
Lynch Mortgage Loans, Inc. (MLMI) mortgage pass-through
certificate:

Merrill Lynch Mortgage Loans, Inc., mortgage pass-through
certificate, series 2001-S01

     -- Class M-1 to 'AAA' from 'AA';
     -- Class M-2 to 'AAA' from 'A';
     -- Class M-3 to 'A+' from 'BBB';
     -- Class B-1 affirmed at 'BB';
     -- Class B-2 affirmed at 'B'.

These rating actions are being taken as a result of low
delinquencies and losses, as well as increased credit support.


MERRIMAC PAPER: Turns to Valuation Perspectives for Fin'l Advice
----------------------------------------------------------------
Merrimac Paper Company, Inc., and its debtor-affiliates ask for
permission from the U.S. Bankruptcy Court for the District of
Massachusetts to retain Valuation Perspectives, Inc., as their
Financial Consultants.

The Debtors tell the Court that they need the assistance of
financial consultants in their chapter 11 proceedings.  In this
engagement, the Debtors expect Valuation Perspectives to:

     i) assist in the preparation of the Debtors' monthly
        operating reports, and any other financial reporting
        which may be required to the Court or creditors;

    ii) assist in the preparation of financial forecasts,
        including the provision of strategic advice and vendor
        and cash management;

   iii) assist and advise the Debtors with regard to formulating
        a plan of reorganization, soliciting third party
        financing, and evaluating restructuring alternatives;

    iv) assist and advise the Debtors from a financial
        standpoint in negotiating a chapter 11 plan; and

     v) provide such other financial and operational assistance
        as may be deemed necessary in the duration of the cases.

The professionals expected to provide services to the Debtors
and their current hourly rates are:

          Frank Haydu       $400 per hour
          William Tamul     $250 per hour
          Karl Wassmann     $300 per hour (discounted from his
                                 standard $400 per hour)

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.


MIDLAND STEEL: Court Okays Stout Risius as Committee's Advisor
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware gave its
nod of approval to the application of the Official Committee of
Unsecured Creditors of Midland Steel Products Holding Company
and its debtor-affiliates, to retain Stout Risius Ross, Inc., as
Financial Advisors.

Specifically, Stout Risius will:

     a. advise and assist the Committee in its examination,
        analysis and monitoring of the Debtors' historical,
        current and projected financial affairs, including
        without limitation, schedules of assets and liabilities,
        statements of financial affairs, periodic operating
        reports, analyses of cash receipts and disbursements,
        analyses of cash flow forecasts, analyses of trust
        accounting, analyses of various asset and liability
        accounts, analyses of cost-reduction programs, analyses
        of any unusual or significant transactions between the
        Debtors and any other entities, and analyses of proposed
        restructuring transactions;

     b. advise and assist the Committee in its review of the
        Debtors' existing and proposed systems and controls,
        including but not limited to organizational structure,
        cash management and management information and reporting
        systems;

     c. advise and assist the Committee in developing and
        negotiating any plan of reorganization scenarios,
        including, as necessary, certain information to be
        included in the disclosure statement;

     d. advise and assist the Committee in preparing or
        reviewing strategic options, business plans and
        financial projections;

     e. advise and assist the Committee in reviewing executory
        contracts and unexpired leases and provide
        recommendations about whether the Debtors are making
        proper decisions to assume or reject them;

     f. attend Committee meetings and court hearings as may be
        required in their role as financial advisors to the
        Committee;

     g. render expert testimony and litigation support services,
        as requested from time to time by the Committee and its
        counsel, regarding valuations, appraisals and/or the
        feasibility of a plan of reorganization and other
        matters;

     h. advise and assist the Committee in identifying or
        reviewing debtor-in-possession financing issues;

     i. advise and assist the Committee in identifying and/or
        reviewing preferential payments, fraudulent conveyances
        and other causes of action;

     j. advise and assist the Committee in reviewing any
        proposed sale of assets or business units; and

     k. assist with such other financial advisory services as
        may be requested by the Committee and its counsel.

The hourly rates that Stout Risius will charge for its services
are:

          Managing Director           $285 to $325 per hour
          Director                    $245 to $275 per hour
          Manager                     $175 to $240 per hour
          Senior Analyst              $140 to $170 per hour
          Analyst                     $100 to $135 per hour
          Paraprofessional &          $50 to $100 per hour
             Administrative Support

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 (Bankr.
Del. Case No. 03-10136. 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.


MOVING BYTES: Evaluating Alternatives Including Liquidation
-----------------------------------------------------------
Moving Bytes Inc. (OTCBB: MBYTF), a web-based provider of
document processing and business communications services
announced that on April 3, 2003, the Company received the ruling
of the American Arbitration Association and notice of Interim
Arbitration Award related to the termination of Joseph Karwat.

On April 12, 2002, Mr. Karwat filed a demand for binding
arbitration under the terms of his employment agreement dated
August 7, 2000, alleging, among other things, that the Company
breached his employment agreement and the covenant of good faith
and fair dealing, fraudulent inducement, misrepresentation,
defamation, violations of the California Labor Code and related
claims. Mark Smith, President of the Company, was also named as
a defendant. The Company alleged that the employment agreement
was terminated for cause under the terms of the employment
agreement and filed a cross-claim against Karwat alleging that
he breached his fiduciary duty to the Company and violated the
California Labor Code.

On April 3, 2003, the arbitrator ruled that Mr. Karwat was not
terminated for cause and that Mr. Karwat was entitled to
$150,000 and a 90-day notice payment in the amount of $37,500 in
damages plus prejudgment interest on the award. The arbitrator
also ruled that there was insufficient evidence to support
Karwat's claim that the Company violated the California Labor
Code and Karwat's claims of fraudulent inducement,
misrepresentation and defamation. In addition, the arbitrator
granted monetary sanctions against the Company in the amount of
$4,000 for spoliation of evidence related to the Company's
failure to preserve Mr. Karwat's computer records and awarded
Mr. Karwat attorneys' fees.

The arbitrator ruled that Karwat failed to prove liability as to
the claims alleged against Mr. Smith. The arbitrator also ruled
that the Company did not prevail on its cross claims.

The aggregate award to Mr. Karwat under the arbitrator's interim
ruling is $191,500, and seventy five percent of Karwat's
arbitrator's fees and expenses, attorneys' fees and interest to
be calculated from January 29, 2002 to the date of the Final
Award. The Company has notified its insurance underwriters of
the arbitration ruling and has filed a claim under its
Employment Practices Liability Insurance (EPLI) policy. The
Company has received an initial opinion from its EPLI policy
insurer that the insurer believes that most, if not all of the
award is not a covered claim under the EPLI policy. The Company
is evaluating the merits of this position.

To the extent that any part of the award made to Karwat in
arbitration is not covered by the Company's EPLI policy, the
Company will not have sufficient working capital or cash
resources to pay the award and there is substantial doubt that
the Company will have the ability to carry on as a going
concern. The Company is evaluating its alternatives for
complying with the arbitrator's ruling, including attempting to
raise capital through equity or debt financing, reaching a
settlement with Mr. Karwat, restructuring the Company, selling
some or a portion of its assets or liquidation.

Moving Bytes is a web-based provider of document processing and
business communications solutions, to businesses worldwide. For
more information, visit http://www.movingbytes.com


MRS. FIELDS: Famous Brands Acquires $28MM of Holding's 14% Notes
----------------------------------------------------------------
In several separate, but related, transactions during the first
quarter of 2003, the last of which occurred on March 28, 2003,
Mrs. Fields Famous Brands, Inc., a Delaware corporation and Mrs.
Fields Original Cookies' ultimate parent company, acquired an
aggregate of $27,950,000 principal amount of the 14% Senior
Secured Discount Notes due 2005 of Mrs. Fields' Holding Company,
Inc., a Delaware corporation and the Mrs. Fields Original
Cookies' sole stockholder.

After giving effect to these acquisitions of the Notes by MFFB,
other than the Notes held by MFFB, none of the Notes issued by
MFH remain outstanding. MFFB has pledged certain of the Notes as
collateral for borrowings made by it, the proceeds of which were
used to acquire such Notes. Pursuant to an agreement between
MFFB, MFH and the lender, however, no interest will be payable
on such Notes unless MFFB defaults in certain of its obligations
under such borrowing arrangement.

MFFB has informed MFH that it will contribute the Notes not
pledged as collateral to MFH to be retired and, upon release of
the Notes so pledged, expects to contribute those remaining
Notes to be retired as well.

MFH is no longer required to file periodic reports with the
Securities and Exchange Commission.

                         *   *   *

As previously reported, Standard & Poor's Ratings Services
lowered its corporate credit rating on specialty food retailer
Mrs. Fields Original Cookies Inc. to triple-'C' from triple-'C'-
plus based on the company's very constrained liquidity position
and payment default risk.  The outlook is negative. Salt Lake
City, Utah-based Mrs. Fields had $152 million total debt
outstanding as of June 29, 2002.


NATIONAL CENTURY: Continues Using Current Cash Management System
----------------------------------------------------------------
Bankruptcy Court Judge Calhoun further orders that:

  (a) National Century Financial Enterprises, Inc. will continue
      to maintain strict records with respect to all transfers
      of cash so that all transactions, including Intercompany
      Transactions, may be readily ascertained, traced and
      recorded properly on applicable Intercompany accounts; and

  (b) The Provident Bank reserves its rights to challenge the
      Debtors' transfer of any funds out of the accounts owned
      by NPF X, Inc., or use of any funds of NPF X, Inc., which
      transfer will not occur except upon ten days prior notice
      of the Provident Bank.

                       *     *     *

The Debtors' Cash Management System consists of:

  1. The Lockbox Accounts

     The Debtors collect their healthcare receivables through
     thousands of Lockbox Accounts at a large number of banks.

     (a) Commercial Lockbox Accounts

         These accounts are swept daily either into
         concentration accounts and then into the Indenture
         Trustee Accounts or directly into the Indenture Trustee
         Accounts.

     (b) Government Lockbox Accounts

         These are lockbox accounts that receive Government
         Payments and have zero balance agreements in place
         where receivables deposited are moved instantaneously
         to the Commercial Lockbox Account maintained for the
         particular health care provider.

  2. The Indenture Trustee Accounts

     These accounts consist of identical sets of accounts held
     with each of the Indenture Trustees pursuant to the terms
     of the Sales and Servicing Agreements.  The Debtors' Sale
     and Servicing Agreements and the Indentures govern the
     disbursements.

  3. The Operations Accounts

     Operations Accounts are maintained to reserve liquidity
     the Debtors need outside of the receivables financing
     conducted by NPF VI and NPF XII and utilize several kinds
     of Operations Accounts, including:

     (a) Operating Accounts

         These accounts are used to pay the Debtors' day-to-day
         operational expenses maintained with Huntington
         National Bank.

     (b) Investment Accounts

         These are money market accounts with Merrill Lynch and
         Peacock, Hislop, Staley & Given, Inc.

     (c) Other Accounts

         These are Checking Accounts to cover small purchases
         for the Debtors' Arizona facility and a lockbox at the
         Huntington National Bank for the receipt of payments
         from health care providers outside the NPF VI and NPF
         XII programs. (National Century Bankruptcy News, Issue
         No. 13; Bankruptcy Creditors' Service, Inc., 609/392-
         0900)


NATIONAL STEEL: Unions Tell Company "No Contract, No Work!"
-----------------------------------------------------------
Local unions representing workers at operations of National
Steel Corp., (OTCBB:NSTLB) unanimously authorized an immediate
work stoppage if National's top management accepts a revised
takeover plan by AK Steel (NYSE:AKS) that requires termination
of the company's labor agreements, the United Steelworkers of
America (USWA) announced.

"In the event that the Bankruptcy Court rejects our labor
agreements under Section 1113 of the Bankruptcy Code, we will
immediately exercise our legal right to withhold our labor,"
said a resolution unanimously approved by all USWA National
Steel locals.

"We are well aware of the consequences of such a decision," the
resolution concluded, "but AK Steel's arrogant and
confrontational tactics leave us with no other alternative."

"We're in the process of contacting National Steel's lenders and
creditors to inform them of severe consequences if National's
executives pander to AK Steel's inability to negotiate a modern,
progressive labor agreement," said USWA President Leo W. Gerard.

In their resolution, the local unions attributed that failure to
AK Steel's "unwillingness to negotiate a modern labor agreement
that treats our active members with respect, recognizes their
skills and rewards their loyalty," and to "AK Steel's refusal to
agree to any type of funding to provide health care benefits to
thousands of National Steel retirees and surviving spouses."

The local union resolution contrasted "AK Steel's declaration of
war on the standard of living, pension and health care security
of our members at National Steel" with the union's "tentative
agreement with U.S. Steel that will enable them to purchase the
assets of National Steel, reduce the Company's operating costs
and also protect the job security, retirement security and
health care benefits for active employees and retirees."


NEXTEL PARTNERS: Will Host Q1 2003 Conference Call on April 30
--------------------------------------------------------------
Nextel Partners, Inc., (NASDAQ:NXTP) will host its first quarter
2003 financial results conference call with its senior
management.

    When:     Wednesday, April 30, 2003

    Time:     11:00 AM - 11:45 AM EDT

    Title:    "First Quarter 2003 Financial Results"

    Dial-in:  888-540-9242 (Domestic)
              1-484-630-1056 (International)

    Passcode: PARTNER

    Host:     Alice Kang

All participants are asked to dial in 10 minutes prior to the
start of the conference call. If you are unable to participate,
a playback of the conference call will be available through
Friday, May 16: Domestic 800-947- 6586, International 1-402-220-
4604.

The conference call will also be available via a live Webcast.
To listen to the live call, please go to
http://www.nextelpartners.comat least fifteen minutes early to
register, download, and install any necessary software. For
those who cannot listen to the live broadcast, a replay will be
available shortly after the call.

Nextel Partners, Inc. (Nasdaq:NXTP), based in Kirkland, Wash.,
has the exclusive right to provide digital wireless
communications services using the Nextel brand name in 31 states
where approximately 52 million people reside. Nextel Partners
offers its customers the same fully integrated, digital wireless
communications services available from Nextel Communications
(Nextel) including digital cellular, text and numeric messaging,
wireless Internet access and Nextel Direct Connect(R) digital
walkie-talkie, all in a single wireless phone. Nextel Partners
customers can seamlessly access these services anywhere on
Nextel's or Nextel Partners' all-digital wireless network, which
currently covers 197 of the top 200 U.S. markets. To learn more
about Nextel Partners, visit http://www.nextelpartners.com To
learn more about Nextel's services, visit http://www.nextel.com

Nextel Partners Inc.'s 14% bonds due 2009 (NXTP09USR1) are
trading at about 95 cents-on-the-dollar, says DebtTraders. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=NXTP09USR1
for real-time bond pricing.


PHILIP MORRIS: Ill. Court Cuts Bonding Requirement to $7 Billion
----------------------------------------------------------------
George Lombardi, Esq., and Jeffrey Wagner, Esq., at Winston &
Strawn, serving as national defense counsel to Philip Morris,
persuaded Judge Byron to reconsider and reduce the bonding
requirement to allow the tobacco company to appeal from the
headline-grabbing multi-billion dollar judgment entered in Price
v. Philip Morris, Cause No. 00-L-112 (Ill. Cir. Ct. Mar. 21,
2003).  Judge Bryon says a $7 billion bond will do and the bulk
of it can be posted in the form of cash installments and
placement of a long-term note into escrow.

Following hours of closed-courtroom debate before Circuit Court
Judge Nicholas Byron last week and yesterday, with Philip Morris
on one side threatening bankruptcy and lead plaintiffs' attorney
Stephen Tillery, Esq., at Korein and Tillery, arguing there's no
statutory exception with Philip Morris' name on it to Illinois'
supersedeas bond requirements, the parties reached an agreement
that puts a $7 billion bond in place and keeps the company
alive.

In an eight-page order issued yesterday, Judge Bryon directs
Philip Morris to:

    * deposit four cash payments:

         -- $200,000,000 in September 2003,
         -- $200,000,000 in December 2003,
         -- $200,000,000 in March 2004, and
         -- $200,000,000 in June 2004,

      with the Clerk of the Madison County Circuit Court;

    * place an existing $6 billion 7% long-term note issued
      by Philip Morris USA to Altria Group, Inc., in April 2002,
      into escrow with an Illinois financial institution; and

    * deposit the semi-annual $210 million interest due on the
      intercompany note into the escrow account, beginning
      October 1, 2003.

If Philip Morris prevails in its appeal from the Price Judgment,
all of the money, plus accrued interest, less a to-be-determined
administrative fee, is returned to the Company.

With Philip Morris' agreement not to pursue any appeal of this
bonding requirement, Judge Byron holds that this atypical bond
will be sufficient to secure payment of the Judgment all the way
to the U.S. Supreme Court.

                MSA Payment Will Be Made Today

Philip Morris USA said that it will make the $2.5 billion
installment payment due today, April 15, 2003, pursuant to
Section IX(c) of the Master Settlement Agreement with 46 states,
the District of Columbia, the Commonwealth of Puerto Rico, Guam,
the U.S. Virgin Islands, American Samoa and the Northern
Marianas, dated November 23, 1998, settling the asserted and
unasserted health care cost recovery and certain other claims of
those states.

           Looking Ahead to an Appeal on the Merits

A full-text copy of Judge Byron's 51-page March 21 Judgment is
available at no cost at:

   http://www.altria.com/download/pdf/Miles_Judgement_21March03.pdf

Philip Morris raised 27 affirmative defenses to the Price
lawsuit in the Madison County trial court.  Judge Byron rejected
and dismissed each one.  Two issues will take center stage when
Philip Morris appeals from the March 21 Judgment to a higher
court:

     (A) Federal Preemption.  The Federal Cigarette
         Labeling and Advertising Act, 15 U.S.C. Sec. 1331,
         et seq., sets forth the precise warning that must
         be printed on each package of cigarettes sold in
         the United States, and in advertisements for those
         cigarettes.  The Federal Trade Commission
         regulates, and enforces, what may and may not be
         said in cigarette advertising.  Other courts,
         including the U.S. Supreme Court, have ruled that
         the federal labeling law prohibits states from
         requiring additional warnings, including those
         suggested by the plaintiffs in the Price case.
         Philip Morris says that Judge Byron's conclusion
         that it has an "independent duty not to deceive
         under state law" improperly conflicts with FTC
         regulations and policies.

     (B) Improper Class Certification.  Federal and state
         courts have almost uniformly rejected class
         actions in cigarette cases.  Since the landmark
         Castano decision in 1996, courts have rejected
         class actions in 27 separate decisions, while
         allowing only three cases to go to trial.

                     Carbon Copy Lawsuit

Michael Brickman, Esq., at Richardson, Patrick, Westbrook &
Brickman in Charleston, South Carolina, observes that the
Philip Morris Judgment is the first ruling of its kind and will
"pave the way" for other similar cases currently pending across
the country.

Korein and Tillery and Richardson Patrick have a carbon copy
lawsuit against R.J. Reynolds Tobacco Company and R.J. Reynolds
Tobacco Holdings, Inc., pending before Judge Moran in Madison
County.  That case, captioned Turner v. R.J. Reynolds (a/k/a
Wallace v. R.J. Reynolds), Cause No. 00-L-113 (Ill. Cir. Ct.),
was tendered to the Madison County clerk a minute after the
Price complaint was filed.

The RJR lawsuit is scheduled to go to trial in October, 2003, on
behalf of a class comprised of all persons who purchased Doral
Lights, Winston Lights, Salem Lights and Camel Lights, in
Illinois, for personal consumption, between the first date that
the tobacco companies sold Doral Lights, Winston Lights, Salem
Lights and Camel Lights through November 14, 2001.  Daniel F.
Kolb, Esq., Anne Berry Howe, Esq., and Matthew B. Stewart, Esq.,
at Davis, Polk & Wardwell, represent R.J. Reynolds Tobacco
Holdings, Inc., and Elizabeth Grove, Esq., at Jones, Day, Reavis
& Pogue represents R.J. Reynolds Tobacco Co.


PROMAX ENERGY: Lenders Waive Covenant Violations Until June 30
--------------------------------------------------------------
Promax Energy Inc., (TSE:PMY) announced its financial results
for the fiscal year ended December 31, 2002 and 2001.

                MESSAGE TO THE SHAREHOLDERS - 2003

The economic climate in 2002 continued to show the after effects
of September 11, 2001. Demand for energy, especially natural
gas, remained stagnant; due to economic weakness combined with
high levels of gas storage and a warmer winter than "normal" and
a cooler summer than "normal". Demand for natural gas from
Canada weakened causing the AECO/Nymex differential for natural
gas to peak at $1.24 resulting in Canadian natural gas being
discounted to levels under $2.00 CDN ($1.30 USD) per GJ by mid
summer. Combined with this, capital markets reached new lows as
investors and lenders alike liquidated their positions.

Promax, like most of the industry, sharply reduced capital
spending, shed non-core properties and reduced overheads where
possible. On an industry wide basis, drilling rig utilization
plummeted and natural gas production declined. US production
fell from a high of 54 BCFD to under 50 BCFD and Canadian
production fell from 17 BCFD to under 16 BCFD. Spot gas price
fell to an average of $3.27/GJ in Canada for the nine months
ended September 30 and storage was filled to capacity (over 4
TCF in North America) by November.

By late fall, concern over industry declines saw spot price
rebound to above $5.36/GJ in Canada for the fourth quarter of
2002 and peak at $15.17 in February 2003 as storage vanished.
Added to this, Canadian oil industry treasury financings rose to
almost $10 billion up 23% from 2001 and 150% from 2000. Debt
financing represented $7 billion, new equity only $1.5 billion
and royalty income trusts $1.5 billion. All of this has resulted
in a significant "weather change" for the industry. In just over
1 year with little change in demand, natural gas has gone from a
perceived "glut" to a perceived "short fall" in supply. While
prices will still be volatile based on geo-political events
unfolding, there is less likelihood of seeing lows in the $2.00
CDN range. In fact, current forward "strip" prices appear to
have stabilized at $5.61/GJ USD for 2003, $4.65/GJ USD for 2004
and $4.28/GJ USD for 2005.

For Promax, 2002 was a pivotal year in evaluating its
properties:

     - Non-core properties producing 165 BOEPD (6:1) were sold
       for proceeds of $4,591,000 ($27,820/BOEPD) including
       $1,114,562 late in 2001.

     - Coal Bed Methane recoverable reserve potential was
       established at 0.4 BCF per section at no cost and for no
       dilution of interest.

     - Medicine Hat/Milk River recoverable reserve potential was
       confirmed at from 1.0 BCF per section (160 acre spacing)
       to as much as 4.0 BCF/section (40 acre spacing).

     - The Milk River zone in over 150 wells was perforated and
       fracture stimulated.

     - An inventory of over 90 recompletions in conventional gas
       horizons in existing wells was evaluated and programmed.

     - Gas gathering and compression were optimized.

     - The bar was raised on the Mannville potential in Cessford
       with the drilling of a well tested at an Absolute Open
       Flow Potential (AOFP) of 17.7 MMCFD.

     - A drilling program consisting of up to 176 Medicine
       Hat/Milk River and 55 Banff test wells was developed.

On the financial front

     - Gas price received averaged $4.43/GJ versus AECOC spot
       average of $3.79/GJ.

     - Gas production averaged 1513 BOEPD versus 1568 BOEPD in
       2001.

     - Capital expenditures to September 30 fell to $1.6 million
       in 2002 from $57.2 million in 2001.

     - Capital expenditures in the fourth quarter increased by
       $9.7MM to increase production in line with increased
       commodity prices.

     - Revenue was $14.3MM in 2002 versus $15.7MM in 2001.

     - EBITDA decreased to $6.5MM from $9.2MM in 2001, largely
       from income declines ($1.7MM).

     - Interest rates on the credit facility averaged 5.62%.

     - Net Crown royalty rates averaged 7.61% in 2002 from
       12.33% in 2001 as a percentage of sales proceeds.

Cash flow decreased as interest expense on the debt portion of
the capital expenditures required to develop the infrastructure
necessary to sustain long term development peaked at $4.6MM. The
company is well positioned to realize on opportunities to re-
capitalize, with a base of long term, low decline production
established, the potential for higher rate Mannville production
identified, and a significant upswing in gas prices.

                         OUTLOOK

Currently, production from the shallow Cretaceous (surface to
Second White Specks) stands at 1000 BOEPD and production from
the deep Cretaceous (Viking to Banff) stands at 1550 BOEPD.

Since year end;

     - Down spacing of 40+ sections already drilled on 160 acre
       spacing for Medicine Hat/Milk River has been approved by
       the Energy Utilities Board ("EUB").

     - Down spacing from 640 to 160 acres for an additional 40+
       sections has also been approved by the EUB.

     - A Mannville pool with potentially 20 BCF of remaining
       recoverable reserves has been identified.

     - Tie-ins, recompletions, drilling and completions have
       increased production by over 90%.

     - Gas price futures have increased by up to 48% over 2002
       averages.

These developments have set the stage for Promax to capitalize
on the value of long life reserves with down spacing potential.
The value of such production in an energy income trust has been
evaluated to be in the area of $50,000 to $70,000 per flowing
BOEPD. Such vehicles are driven by cash-on-cash yield. The low
operating cost, low royalty cost, and low overhead cost result
in over 60% of the gross income from such production to be
available for distribution to unit holders at gas prices of
$4.50-$5.50/GJ.

Promax intends to re-capitalize by selling its current shallow
Cretaceous production into a trust while retaining its deep
Cretaceous production, undeveloped shallow Cretaceous reserves
and facilities infrastructure. Promax has consulted with
financial advisors to assist in this process and is proceeding
with this plan.

As the Western Canadian Sedimentary Basin matures, high capital
cost production will become the norm. Promax is in the unique
position of having access to both lower cost (albeit shorter
life) production from the Belly River and Viking to Banff
formations and higher cost but longer life production from Coal
Bed Methane ("CBM"), Medicine Hat, Milk River and Second White
Specks zones. Its dominant position with over 280,000 acres, $50
MM in infrastructure and ability to drill over 10,000 gas wells
on its properties when combined with current outlook for natural
gas prices should stand it in good stead.

We have built a production base, survived the downturn and look
forward to realizing on our potential. We thank our shareholders
for their continued support, our Board of Directors for their
guidance and our staff for their outstanding efforts on behalf
of the Company.

            MANAGEMENT'S DISCUSSION AND ANALYSIS

The following Management's Discussion and Analysis (MD&A) of
financial results for the fiscal year ended December 31, 2002
and 2001 should be read in conjunction with the comparative
Financial Statements of the Company contained in both the annual
report and interim reports. Information provided herein for 2002
and beyond is based on estimates and assumptions that management
is required to make regarding future events. Actual results may
vary significantly from these estimates. The complete MD&A and
notes to the financial statements may be obtained from Promax
Energy Inc. or viewed on SEDAR or the Company's Web site at
http://www.promaxenergy.com

Outlook and strategy

On March 20, 2003 the Company announced that it would sell
substantially all of its longer life production (approximately
1,000 boepd at 6:1) into a new energy income trust for $70
million. The Company incurred significant capital expenditures
over the past two years to build infrastructure and successfully
develop long life prospects as part of its strategy. It
anticipates that the sale of certain properties to the trust
will reduce debt and assist in funding the 2003 drilling
program. Subsequent to the sale, Promax will be left with
continued development potential by retaining approximately 1,550
boepd of existing production, 80% of its properties and all
facilities and infrastructure.

Production and revenues

The fiscal 2002 daily average production of 1,513 boepd
decreased by 3% versus the fiscal 2001 daily average of 1,568
boepd (using an energy conversion factor of 6:1). The minor
decrease was attributed to the full year impact of the sale of
non-core properties in early 2002 and in the last quarter the
shut-in of several shallow gas wells for workovers and
recompletions. The Company limited expansion in 2002 while
assisting its previous Lender in finding a suitable candidate to
support its vision as an emerging oil and gas producer
maintaining a high working interest percentage in developing
producing gas properties with long life potential. With
additional funds provided by the new Lender in November and
December 2002 the Company benefited through significant
increases in production from workovers, recompletions and
commencement of production from Mannville discovery wells. The
Company will exit the first quarter of 2003 at 2,550 boepd.

Forward fixed price contracts for the sale of natural gas
production have aided in limiting the impact of low commodity
prices in the first nine months on the Company's revenues. The
Company's fiscal 2002 revenues over 2001 decreased by 9%
primarily due to sales volume decline, whereas the Company
received an average price $4.43/GJ versus an AECO average spot
price of $3.79/GJ in 2002. The improvement in the commodity
prices in the last quarter resulted in a hedging loss that was
more than offset by the overall gains received in the three
prior quarters of 2002. For detailed information on these
contracts refer to Note 10 in the Notes to the Financial
Statements.

Royalties

Total royalties in 2002 decreased by an average of 29%, net of
ARTC. Total royalty volumes, increased by 3% in fiscal 2002 over
2001. The primary factor for the overall 3% increase in royalty
volumes is the accrual of an amount related to a disputed 21/2%
net profits royalty that is included in gross overriding
royalties as described in Note 10 of the Notes to the Financial
Statements. In 2001, royalties were compared to sales dollars,
as forward fixed price contracts did not begin until the end of
the fiscal year. In 2002, royalty volumes are compared to sales
volumes, as the results are more meaningful due to these
contracts.

Operating expenses

In 2002 operating costs increased by 29% (34% on a unit of
production basis) as a result of the reduced production volume
over which certain fixed operating costs could be spread and the
high level of water disposal costs associated with well
workovers in the Medicine Hat/Milk River zones. Costs per boe
are expected to drop dramatically as production volumes
increase. In addition, Promax expects reduced water disposal
costs per boe through establishing Company-owned disposal wells
and pumping facilities during 2003.

General and administrative expenses

General and administrative (G&A) costs increased 51% over the
previous year, (57% on a unit of production basis) and reflected
a full year of rent on office space acquired in 2001 and unusual
costs related to professional fees and contract obligations. In
2003 G&A costs are expected to reduce since excess office space
has been leased out, some staff reductions have occurred and no
unusual G&A costs are expected.

Interest expense

Interest expense on long-term debt represents a half-year of
interest in 2001 versus a full year in 2002 as the credit
facility commenced in July 2001. The capital lease was acquired
in March 2001 and interest on this lease represents only two
thirds of the prior year. Interest expense is likely to drop
dramatically as debt is expected to be reduced by proceeds from
the sale of approximately 1,000 boepd to an energy income trust.

Depletion, depreciation and site restoration

The depletion rate per unit was $5.54/boe ($0.93/mcf) at
December 31, 2002 compared with $3.16/boe ($0.53/mcf) for the
prior year. The increase in the depletion rate compared to 2001
is attributed to the sale of non-core properties coupled with a
decrease to the proved reserve base resulting from the adoption
of draft policy 51-101.

Income taxes

The current income tax provision of $230,862 (2001 $197,758)
represents the Corporation's capital tax liability. The future
income tax recovery of $959,216 (2001 expense of $577,824)
relates to non-capital losses incurred in the year, and the
reduction of the provincial tax rate from 13.5% to 13%,
effective on April 1, 2002.

Net earnings and cash flow

A net loss occurred in 2002 due to decreased revenues and
increased costs including interest, G&A, operating costs and
amortization of financing costs. Effective January 1, 2002 the
Company adopted the CICA standard for treatment of foreign
exchange gains and losses on long-term debt. (See "Change in
accounting standards" below). These gains/losses are unrealized
and result from the fluctuating value of the Canadian dollar to
the U.S. dollar on foreign currency translations of the
Company's long-term debt. Cash flow from operations showed a 74%
decrease in 2002 over 2001 consistent with the explanation for
the Company's net loss. As of March 2003 production levels have
increased to 2,550 boepd, which will improve cash flow and
earnings. With planned workovers, recompletions and drilling,
profitability will continue to improve through the year.

Capital expenditures

The cost of finding, developing and acquiring proven reserves
for 2002 is $0.44/mcf ($2.63/boe). The computation includes net
capital expenditures of $125,318,452 and a net reserve base of
285,474 mmscf.

Capital expenditures amounting to $15,537,880 and property and
equipment dispositions of ($3,473,438) were recorded this year.

Liquidity and capital resources

Since 2000 when the Company commenced production, it has
achieved both increased reserves and production volumes as a
result of capital expended. Capital programs have been funded
through the use of the Company's credit facility, cash flow and
issuance of flow-through shares.

In October 2002 the Company completed a private placement of
6,121,000 flow-through common shares for gross proceeds of
$1,091,970. The private placement was comprised of 4,836,000
flow-through common shares at $0.17 per share and 1,285,000
flow-through common shares for $0.21 per share to non-arms
length subscribers.

At December 31, 2002 the Company had 3,842,000 stock options
outstanding of which 3,335,000 were exercisable at an average
price of $0.42 equating to proceeds of $1,400,700 when
exercised.

The Company has a credit facility for $86,878,000 CAD
($55,000,000 USD) of which $84,508,600 CAD ($53,500,000 USD) was
drawn at December 31, 2002. Amounts outstanding bear interest at
the blended rate of 3.82% above the lower of the US prime rate
or the Eurodollar LIBOR rate when fully drawn. The LIBOR rate
has been used throughout 2002 and was 1.38% at December 31,
2002. Under the credit facility agreement with its Lender, the
Company is subject to certain restrictive covenants and
financial ratios. The Company was in compliance with its
liquidity covenant, although it did not meet certain covenants
based on earnings and debt given the volatility of the North
American gas market and various inherent economic conditions
that have affected the industry. The Lender has waived
associated covenants until financial covenants until June 30,
2003. Discussions with the Lender regarding modifications to
certain terms and financial covenants until June 30, 2003.
Discussions with the Lender regarding modifications to certain
terms and conditions of the credit facility are currently
ongoing.

At December 31, 2002 the Company showed working capital of
$2,049,082 compared to an $8,000,084 deficiency in 2001,
excluding bank indebtedness and the current portion of the
capital lease, consistent with the Company's financial covenant
requirements.

The Company intends to fund ongoing exploration, development and
acquisition activities and retirement of its debt from
internally generated cash flow, the issuance of common shares
and the formation of a royalty trust to begin the monetization
of its long-life Medicine Hat/Milk River reserves.

Changes in accounting standards

Effective January 1, 2002, the Company has adopted the new
accounting recommendation of the CICA for the treatment of
deferred foreign exchange gains and losses on long-term debt.
For the year ended December 31, 2001 the Company followed the
deferral method whereby foreign exchange gains and losses were
amortized over the term of the associated long-term debt. The
new method requires monthly recognition of these unrealized
gains or losses and was applied retroactively resulting in a
decrease in prior year net income and in opening retained
earnings of $2,012,359. Prior year financial results have been
restated to capture the new treatment of foreign exchange gains
and losses. As of December 31, 2002 the year to date unrealized
gain on foreign currency translation of long-term debt is
$438,569.

Effective January 1, 2002 the Company was required to adopt the
recommendation of the CICA section 3870 "Stock-based
Compensation and other Stock-Based Payments. The Company
accounts for its stock options using the intrinsic-value of the
stock options. Under this method, compensation costs are not
required to be recognized in the financial statements for stock
options granted at market value. Had compensation costs for the
Company's stock option plan been determined based on the fair-
value method at the dates of grants made under the plan after
January 1, 2002, the Company's pro-forma net income and earnings
per share would not be materially different from those reported.

Business risks

The business of natural gas exploration, development and
production involves many risks and uncertainties. These include
the uncertainty of finding new reserves, reservoir performance,
commodity price fluctuations, interest rates, foreign exchange
rates, the availability of capital to fund continuing
exploration and development programs, taxation, regulatory and
environmental requirements. The Company manages these risks by
employing competent, professional personnel and consultants,
implementing sound operating practices and funding the Company's
capital expenditure program through the utilization of cash flow
from operations with prudent issues of equity and innovative
financing techniques.

Oil and natural gas commodity prices are influenced by
continental, worldwide and seasonal supply and demand factors,
competitive conditions, and availability of transportation, and
political stability. The Company utilizes fixed price commodity
contracts to mitigate the risks of price volatility. To reduce
the risk associated with selling natural gas the Company markets
its product through a reputable marketer.

The industry is subject to extensive government regulation
related to public safety and the protection of the environment.
The Company is committed to meeting its responsibility to
protect and preserve the environment and the safety and well
being of its employees, contractors and the public at large and
takes a proactive approach on all these issues.

Promax Energy Inc. is a junior oil and gas company listed and
trading on the Toronto Stock Exchange under the symbol "PMY". It
has a high working interest in over 285,000 acres in a gas prone
area of southeastern Alberta with multiple producing horizons
including long life Medicine Hat/Milk River and Coal Bed
Methane.


RELIANT RESOURCES: Steve Letbetter Steps Down as Chairman & CEO
---------------------------------------------------------------
Reliant Resources, Inc., (NYSE: RRI) announced that Steve
Letbetter, chairman and chief executive officer, has resigned.

The board of directors has appointed Joel V. Staff, a Reliant
board member, to assume Letbetter's responsibilities as chairman
and CEO until a new CEO is elected.  The company also announced
that it has hired Spencer Stuart, a nationally recognized search
firm, to begin a search for a permanent CEO.

Staff said, "During this challenging time in the energy
industry, Reliant employees have excelled at what they do best -
- providing outstanding service to Reliant's customers.  I am
looking forward to serving as Reliant's chairman and CEO and
believe that the company is well positioned to deliver a
successful future.  Reliant is a business with solid underlying
value, skilled and dedicated employees, and tremendous
potential.  Our recently completed refinancing significantly
improved the company's financial position, and our core
businesses are performing well in a difficult environment with
substantial upside as markets improve."

The board of directors expressed their appreciation for
Letbetter's service to the company:  "Reliant Resources is
grateful to Steve for all his contributions in guiding the
company during a challenging time in a very dynamic environment.
During the past year, Reliant sharpened its strategic focus,
restructured its business and solidified its financial position
to allow the company to maximize opportunities in today's
markets.  His hard work and tireless devotion to the business
have laid the groundwork for the next stage of the company's
evolution."

"Building Reliant Resources has been an outstanding opportunity
and a great experience," Letbetter said.  "Now, with the
company's successful refinancing completed, and after three
years at Reliant Resources and many years before that at
predecessor companies, I'm ready to pursue new opportunities.
With Reliant well positioned for future success, the time is
right for a change."

Joel V. Staff served as chairman, president and chief executive
officer of National Oilwell, Inc. from July 1993 to May 2001 and
remains a member of its board.  Staff was associated with Baker
Hughes, Inc., a supplier of reservoir-centered products,
services and systems to the oil and gas industry, between 1976
and June of 1993 and served in various financial and general
management positions including senior vice president and
president of the drilling and production groups.  In addition to
serving on the board of Reliant Resources, Inc., Staff is a
director of Ensco International, Incorporated and a director of
National Oilwell, Inc.  He holds a Bachelor of Administration
degree from The University of Texas at Austin and a Master of
Business Administration degree from Texas A&M University -
Kingsville.  He lives in Houston, Texas.

Steve Letbetter had served as chairman and CEO of Reliant
Resources since May 2002 and as chairman, president and CEO
since the company's inception in 2000.  He also served as
chairman, president and CEO of Reliant Energy, Incorporated, the
parent corporation of Reliant Resources, from January 2000 until
Reliant Resources was spun off from its parent company in late
2002.  He had served as president and chief executive officer of
the parent company since 1999.  He joined Houston Lighting &
Power Company in 1974 and held various financial and management
positions with increasing responsibility over the years.
Letbetter began his career in public accounting after receiving
a bachelor's degree in accounting from Texas A&M University.

Reliant Resources, Inc., based in Houston, Texas, provides
electricity and energy services to retail and wholesale
customers in the U.S. and Europe, marketing those services under
the Reliant Energy brand name.  The company provides a complete
suite of energy products and services to approximately 1.7
million electricity customers in Texas ranging from residences
and small businesses to large commercial, industrial and
institutional customers.  Its wholesale business includes
approximately 22,000 megawatts of power generation capacity in
operation, under construction or under contract in the U.S.  The
company also has nearly 3,500 megawatts of power generation in
operation in Western Europe.  For more information, visit the
Company's Web site at http://www.reliantresources.com

                         *     *     *

As reported in Troubled Company Reporter's April 4, 2003
edition, Standard & Poor's Ratings Services raised its corporate
credit ratings on electricity provider Reliant Resources Inc.,
and three of its subsidiaries, Reliant Energy Mid-Atlantic Power
Holdings LLC, Orion Power Holdings Inc, and Reliant Energy
Capital (Europe) Inc., to 'B' from 'CCC'. The ratings on each of
these companies were placed on CreditWatch with developing
implications. In addition, Orion Power's senior unsecured rating
was raised to 'CCC+' from 'CC'.

The CreditWatch listing for Reliant Energy Power Generation
Benelux B.V., was revised to positive from developing.


RHYNO CBO 1997-1: S&P Junks Class A-3 Notes Rating at CC
--------------------------------------------------------
Standard & Poor's Ratings Services lowered its 'B' rating on the
class A-3 notes issued by RHYNO CBO 1997-1 Ltd., an arbitrage
CBO transaction originated in August 1997 and removed it from
CreditWatch negative. At the same time, the 'A' ratings assigned
to the class A-1 and A-2 notes are affirmed based on the level
of overcollateralization available to support the notes. The
rating assigned to the class A-3 notes was previously lowered
April 5, 2002.

The lowered rating on the class A-3 notes reflects factors that
have negatively affected the credit enhancement available to
support the notes since the April 2002 rating action. These
factors include continuing par erosion of the collateral pool
securing the rated notes and a negative migration in the credit
quality of the performing assets in the pool.

According to the most recent available monthly trustee report
(April 2, 2003), the class A overcollateralization ratio
(includes A-1, A-2, and A-3 notes) was 98.5%, compared to a
ratio of 108.7% at the time of the April 2002 rating action. The
minimum required overcollateralization ratio for the class A
notes is 130%. According to the most recent trustee report,
$43.96 million of the assets within the collateral pool come
from obligors rated 'D' or 'SD' by Standard & Poor's.

As part of its analysis, Standard & Poor's has reviewed the
results of current cash flow runs generated for RHYNO CBO 1997-1
Ltd. to determine the level of future defaults the rated
tranches can withstand under various stressed default timing
scenarios while still paying all of the rated interest and
principal due on the rated notes. When the results of these cash
flow runs were compared with the projected default performance
of the performing assets in the collateral pool, it was
determined that the rating assigned to the class A-3 notes was
no longer consistent with the amount of credit enhancement
available, resulting in the lowered rating. Standard & Poor's
will remain in contact with Bear Stearns Asset Management, the
collateral manager for the transaction.

               RATING LOWERED AND OFF CREDITWATCH

                     RHYNO CBO 1997-1 Ltd.

                Rating
     Class    To        From           Current Balance (mil. $)
     A-3      CC        B/Watch Neg         127.000

                       RATINGS AFFIRMED

                    RHYNO CBO 1997-1 Ltd.

     Class     Rating       Current Balance (mil. $)
     A-1       AAA               10.503
     A-2       AAA              130.000


ROGERS WIRELESS: Fitch Revises Outlook on BB Sr. Sub Debt Rating
----------------------------------------------------------------
Fitch Ratings has changed the Rating Outlook on Rogers Wireless
Inc., to Stable from Negative. The Stable Outlook applies to
RWI's senior secured debt rating of 'BBB-' and senior
subordinated debt rating of 'BB'. This rating action affects
approximately $2.4 billion of debt.

The Stable Outlook reflects Fitch's view that favorable
financial and operating trends will continue over the near
future based on the positive momentum created from the solid
operating results in 2002. Moreover, RWI's credit protection
measures strengthened considerably during 2002, better than
initial expectations, with Debt-to-EBITDA of 4.7 times compared
with 5.9x in 2001. RWI maintains a solid liquidity position with
only $149 million drawn on a $700 million revolver at the end of
2002. RWI has additional financial flexibility with the
potential monetization of the Rogers campus building.
Additionally, RWI does not have any debt maturing until 2006.

Fitch expects RWI to improve credit protection measures further
in 2003, with Debt-to-EBITDA approximating 4.0x. With the
expected increase in cash flow and the reduced capital spending
in 2003, cash flow from operations less capex should improve by
at least $200 million over 2002 and potentially achieve a break-
even result, absent any considerations from working capital
changes. Fitch expects working capital requirements to be
somewhat elevated in 2003 resulting from the large capital
investments occurring in the fourth quarter of 2002. Although
current management guidance is for the company not to generate
free cash flow (FCF) until mid-2004, which is a credit concern,
Fitch believes management is focused fully on achieving FCF and
could accelerate current plans if RWI exceeds internal
operational targets. An important consideration in achieving
positive FCF is that favorable industry fundamentals enable
profitable growth. While the Canadian wireless industry is
clearly price sensitive and competitive, the industry
fundamentals in Canada are much more favorable than in the
United States.

During 2002, RWI steadily executed on its strategic initiatives
of improving the overall customer mix, growing ARPU in the
existing customer base and retaining customers through improved
customer relationship management. RWI significantly improved its
ability to attract higher-valued postpaid customers in 2002 with
320,000 postpaid subscribers added compared with 198,000 in
2001. More importantly, these results reflect the shift away
from lower-valued prepaid subscribers as the percentage of new
postpaid subscribers to total (prepaid + postpaid) subscribers
increased from 43% in 2001 to 88% in 2002.

Postpaid ARPU was relatively unchanged year-over-year with RWI
gaining traction over the last two quarters with attracting a
greater proportion of high-valued postpaid subscribers combined
with select pricing increases. Postpaid churn improved to 1.98%
in 2002 from 2.24% in 2001, although these totals are
approximately .3%-.5% higher than either Telus or Bell Mobility.
Higher churn levels result primarily from a higher mix of
consumer customers. RWI has undergone several steps to improve
churn performance through focused management of its subscriber
base, enhanced customer service operations and improved levels
of contract offers for new subscribers.

Remaining challenges for RWI include improving its customer mix,
improving its distribution channel mix and continuing to execute
on its strategic goals to reach positive FCF. RWI has a lower
share of higher-valued corporate and business customers compared
with its two main competitors, Telus and Bell Canada, due to
their position as the incumbent local exchange provider. While
RWI has made some inroads on increasing its business subscribers
through new pricing initiatives, the mix change will be a slow
process in the longer-term as the company develops the necessary
distribution channel and support network to effectively target
higher-valued business subscribers. Additionally, RWI will need
to decrease its reliance on the higher-cost dealer distribution
channel and shift volume to its lower-cost direct distribution
channel, reflecting the opportunity to better manage the
customer experience and reduce churn. RWI did make some strides
in 2002 but will need to continue its efforts through several
initiatives over the next few years.


ROWECOM COMPANIES: Court Approves U.S.A. Asset Sale to EBSCO
------------------------------------------------------------
EBSCO Industries, Inc., the global leader for the delivery of
integrated information systems and services, confirmed that on
Monday, April 7, 2003, the United States Bankruptcy Court,
District of Massachusetts, Eastern Division, approved the sale
of certain RoweCom U.S.A. assets to EBSCO pursuant to a
definitive purchase agreement previously executed by the two
parties. The sale includes the U.S. operations of RoweCom, Inc.,
which includes the operations of Dawson, Inc., Dawson
Information Quest, Inc., The Faxon Company, Inc., Turner
Subscription Agency, Inc., McGregor Subscription Service, Inc.,
and Corporate Subscription Services, Inc.

Both parties are working expeditiously toward final closing of
the sale. Final closing is primarily contingent on (1)
verification of publisher support representing at least 50
percent of the aggregate monetary amount prepaid to RoweCom by
customers, which was not subsequently forwarded to publishers,
and (2) successful closure by EBSCO of its acquisition of
RoweCom's European operations, which is contingent on receipt of
French regulatory approval. Both items are expected to be
finalized in the next few weeks.

EBSCO has also finalized its purchase of RoweCom Australia, Pty
Ltd. The orders of RoweCom Australia customers who prepaid
RoweCom, but whose payments were not forwarded to publishers,
will be graced by publishers pursuant to the same methodology
being utilized in the U.S. Such participating customers will be
transferring their bankruptcy claim to participating publishers
in exchange for 2003 issues.

EBSCO Industries, Inc., is a global corporation with sales,
service and manufacturing subsidiaries at work in 19 countries
around the world. EBSCO's business interests include information
management services, online and print journal subscription
services, online research databases, real estate development,
commercial printing and more. EBSCO, an acronym for Elton B.
Stephens Company, is based in Birmingham, Alabama and employs
4,000 people around the world. Additional information on EBSCO
Industries is available from http://www.ebscoind.com

RoweCom, acquired by divine in November 2001, offers a wide
range of content sources and innovative technologies and
provides information specialists, particularly in the library,
with complete solutions serving all their information needs, in
print or electronic format.


SAFETY-KLEEN: Earns Nod to Sell Assets to Oil Filter Recyclers
--------------------------------------------------------------
Safety-Kleen Systems, Inc. and Ecogard, Inc. obtained Judge
Walsh's approval to:

        (1) sell certain assets to Oil Filter Recyclers, Inc.
            under an Asset Purchase Agreement dated March 12,
            2003; and

        (2) enter into a Transition Services Agreement and a
            Collection Agreement.

                  The Oil Filter Recycling Assets

The assets of the Selling Debtors' Oil Filter Business consist
of approximately 4,400 specially designed bulk filter
containers, 17 specially designed bulk filter trailers, two
straight trucks with specially designed bulk filter bodies, and
filter plant recycling equipment.  The bulk filter containers
are placed at customer locations and act as temporary holding
containers for spent used oil filters and absorbents, while the
trucks and trailers are utilized to pick up the used oil filters
and absorbents from customer locations and transport these
materials to Systems' recycling facility in Cincinnati, Ohio.
At the Cincinnati Plant, Systems utilizes specialized equipment
to dismantle the used oil filters and absorbents picked up from
the customers and produces:

        (1) metal that is sold to steel mills;

        (2) paper fluff that is used as industrial fuel; and

        (3) used oil that is recycled into base lubricants or
            industrial fuel.

In connection with the review of the Oil Filter Business, the
Debtors analyzed and determined that a sale of various assets
relating to the Cincinnati Plant and the Oil Filter Business
could result in significant operational savings, reductions of
current and future capital expenditures, reduced staffing
requirements and improved customer service.

Pursuant to the sale, Systems will close its bulk used oil
filter recycling facility located in Cincinnati, although the
facility itself is not being sold at this time.

Accordingly, the Debtors entered into negotiations with OFR on
the terms of a sale and a collection agreement.  After extended
negotiations, the Selling Debtors have agreed to sell the Oil
Filter Business to OFR and sign the Collection Agreement.  The
parties have also agreed to sign a Transition Services
Agreement.

                    The Asset Purchase Agreement

The significant terms of the APA are:

        (1) Purchase Price.  OFR will purchase the Oil Filter
            Business' assets for $1,221,017 to be paid in
            Installments of:

               (i) $919,047 to be paid April 15, 2003; and

              (ii) $301,970 to be paid 60 days after the
                   April Closing Date.

        (2) Assets to Be Sold.  The Selling Debtors will
            transfer and assign to OFR:

               (i) the machinery and equipment located at
                   the Cincinnati Plant;

              (ii) the trucks and trailers used in this
                   business;

             (iii) approximately 4,400 bulk filter
                   containers; and

              (iv) Systems' rights, benefits and interests
                   under a Disposer Agreement with NE
                   Environmental Services dated
                   September 19, 2001.

            All of these assets, except for the plant equipment,
            will be sold to OFR effective as of the April
            Closing Date.  The plant equipment will be sold and
            transferred to OFR effective as of the second
            Closing Date.

        (3) Buyer Assumed Liabilities.  The only liabilities
            that will be assumed by OFR are those liabilities
            associated with the performance under the Disposer
            Agreement as of the April Closing Date.

        (4) Indemnification by Selling Debtors.  The Selling
            Debtors will defend, indemnify and hold harmless
            OFR and its affiliates against various liabilities
            relating to:

               (i) inaccuracies in, breaches of, or non-
                   fulfillment of any representation, warranty,
                   agreement or covenant of the Selling Debtors
                   under the APA;

              (ii) third-party claims arising out of occurrences
                   before the April Closing Date in connection
                   with the Selling Debtors' use of the assets;
                   and

             (iii) third-party claims arising out of occurrences
                   on or after the April Closing Date in
                   connection with the Selling Debtors' use of
                   the plant equipment; provided, however, that
                   the Selling Debtors' maximum aggregate
                   liability for indemnification claims will not
                   exceed the Purchase Price.

        (5) Indemnification by Purchaser.  The Purchaser will
            defend, indemnify and hold harmless the Selling
            Buyers and their affiliates against various
            liabilities relating to:

               (i) inaccuracies in, breaches of, or non-
                   fulfillment of any representation, warranty,
                   agreement or covenant of the Purchaser
                   under the APA;

              (ii) claims arising out of an occurrence on or
                   after the April Closing Date in connection
                   with OFR's use of the assets -- other than
                   the plant equipment; and

             (iii) any claim arising out of an occurrence on or
                   after the Second Closing Date in connection
                   with OFR's use of the plant equipment or any
                   portion thereof or interest therein.

        (6) Closing Conditions.  The conditions to closing of
            the sale including conditions customary for this
            type of transaction, and entry into a final,
            non-appealable order of the Bankruptcy Court
            authorizing and approving the APA and the
            consummation of the transactions contemplated in
            those agreements, which order will establish that
            the sale of the assets will be free and clear of
            all liens and encumbrances, with all liens and
            encumbrances attaching to the proceeds of the sale.

                       Transition Services Agreement

Systems will sign a Transition Services Agreement with OFR to
govern certain issues associated with the 60-day transition
period between the April Closing Date and the Second Closing
Date.  This Agreement will terminate on the Second Closing Date.

        (1) Operation of Bulk Filter Routes.  During the term of
            the Transition Services Agreement, OFR will operate
            Systems' bulk filter routes in the eastern United
            States and will be responsible for:

               (i) supplying the tractors, trailers and other
                   necessary equipment and materials;

              (ii) obtaining the necessary permits; and

             (iii) bearing all costs associated with operating
                   the tractors, trailers and other equipment,
                   including fuel, taxes, rental charges,
                   insurance and maintenance expenses.

            During the term of the Transition Services
            Agreement, OFR's tractors that are used to service
            the bulk filter routes will be operated by Systems'
            employees. During the first six weeks of the term of
            the TSA, OFR will deliver at least 5,000 55-gallon
            drum equivalents of bulk used oil filters to the
            Cincinnati Plant for processing.  Thereafter, all
            bulk used oil filters will be transported to OFR's
            plant for processing.

        (2) Charges.  During the term of the TSA, OFR will
            reimburse Systems for various salaries and
            travel expenses of the tractor drivers and
            Systems' transportation manager, as well as drum
            processing charges at the Cincinnati Plant.

        (3) Indemnification and Limitation of Liability.  OFR
            will indemnify Systems with respect to claims by
            third parties relating to the actions or inactions
            of the tractor drivers and OFR's employees and
            representatives.  Systems' liability under the TSA
            will be limited to the total amount of fees
            received by Systems attributable to the services
            provided under the TSA.

                         The Collection Agreement

The salient terms of the Collection Agreement are:

        (1) Scope of Services.  Systems and its affiliates have
            contracted or may contract to provide collection
            and processing services to the Generators of waste
            materials.  Under the Collection Agreement, OFR will
            have the exclusive right and obligation to perform
            various services relating to waste materials of the
            Generators and Systems and its affiliates.

        (2) Term.  The term of the Collection Agreement will be
            five years and will automatically renew for
            additional three-year terms unless either party
            provides the other with written notice of its
            desire to terminate the Collection Agreement at
            least 24 hours before the end of the original term,
            or at least 12 months before the end of any renewal
            term.

        (3) Compensation.  The Collection Agreement provides a
            payment schedule subject to OFR's right to:

               (i) increase service fees after the first three
                   years of the initial term of the Collection
                   Agreement, subject to certain limitations;
                   and

              (ii) impose a fuel surcharge.

        (4) License Agreement.  Systems will grant OFR a limited
            non-exclusive right to use certain "First Recovery"
            and "Safety-Kleen" trademarks.

        (5) New Generators.  Subject to Systems' written
            consent, OFR may solicit new Generators for which
            OFR will provide collection and processing services.
            If OFR retains sole responsibility for a new
            Generator, OFR will pay Systems a royalty of $5 for
            each equivalent 55-gallon drum of waste received
            from the new Generator.

        (6) Right of First Refusal; Purchase Option.  During the
            term of the Collection Agreement, Systems will have
            a right of first refusal to purchase any of OFR's
            assets that are utilized to provide the collection
            and processing services in the event OFR desires to
            sell any such assets.  In addition, upon termination
            of the Collection Agreement, Systems will have the
            option to purchase additional new equipment from OFR
            and to acquire OFR's oil filter recycling business
            for its fair market value. (Safety-Kleen Bankruptcy
            News, Issue No. 55; Bankruptcy Creditors' Service,
            Inc., 609/392-0900)


SAS GROUP: Moody's Ratchets Credit Rating Down a Notch to Ba1
-------------------------------------------------------------
The US credit rating institute, Moody's Investor's Service, has
downgraded SAS's credit rating to Ba1 for the Group's senior
implied rating, a downgrade of the credit rating by one level.

The downgrade is based on such aspects as the uncertain
situation in which the airline industry in general finds itself
as a result of a low level of economic growth, which affects the
demand for air travel. A further factor of uncertainty is the
development in Iraq and concern surrounding the effects of the
SARS epidemic on travel. Moody's appreciates the SAS Group's new
restructuring measures aimed at achieving sustainable
profitability and competitiveness. An overall evaluation,
however, led to Moody's downgrade of SAS's credit rating.
Several other airlines have also been downgraded recently and
SAS's credit rating remains better than the industry average.

The SAS Group is in a situation with a healthy cash flow and
favorable access to unutilized contracted loan guarantees. The
changed credit rating does not affect the SAS Group's existing
loan portfolio.


SBA COMMS: Secures Amendment to $300-Mil. Senior Credit Facility
----------------------------------------------------------------
SBA Communications Corporation (Nasdaq: SBAC) has received
approvals from the requisite number of lenders to amend its $300
million Senior Credit Facility, pursuant to which SBA has
borrowed $255 million. The amendment modifies or waives a number
of provisions.

The amendment waives the "going concern" qualification to the
auditors' opinion on the Company's 2002 financial statements as
an event of default and waives the application of certain
financial covenants in the first quarter of 2003. These waivers
are effective through June 30, 2003 and become permanent upon
receipt by the lenders of certain commitment reductions and loan
repayments from SBA. The amendment also modifies and waives
certain financial covenants through March 31, 2005 or the life
of the facility, depending on the amount of commitment
reductions and loan repayments made by SBA. Finally, the
amendment includes modifications to facilitate the consummation
of the Company's pending sale of 801 towers to AAT
Communications Corp. Receipt by SBA of the amendment was a
condition to the pending tower sale, which condition is now
satisfied. SBA expects to fund the required loan repayments from
the proceeds of the tower sale and cash on hand. Assuming the
closing of the minimum 679 towers in the pending tower sale, the
Company anticipates being in full compliance with the amended
Senior Credit Facility throughout 2003. Assuming the sale of all
801 towers and the provision by SBA of commitment reductions and
loan payments necessary to secure the financial covenant
modifications for the life of the facility, the aggregate
commitments of the lenders under the Senior Credit Facility
would be reduced to $120 million.

SBA is a leading independent owner and operator of wireless
communications infrastructure in the United States. SBA
generates revenue from two primary businesses -- site leasing
and site development services. The primary focus of the company
is the leasing of antenna space on its multi-tenant towers to a
variety of wireless service providers under long-term lease
contracts. Since it was founded in 1989, SBA has participated in
the development of over 20,000 antenna sites in the United
States.

SBA Communications' 12% bonds due 2008 (SBAC08USR1) are trading
at about 79 cents-on-the-dollar, DebtTraders reports. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=SBAC08USR1
for real-time bond pricing.


SERVICE MERCHANDISE: Judge Paine to Consider Plan on May 12
-----------------------------------------------------------
At Service Merchandise Company, Inc., and debtor-affiliates'
request, Judge Paine established procedures for the solicitation
and tabulation of creditors' votes to accept or reject the First
Amended Joint Liquidating Plan.  Judge Paine also approved the
contents of the proposed solicitation packages to be distributed
to creditors and other parties-in-interest in connection with
the solicitation of votes on the Plan and the ballot forms for
submitting Plan votes.  The deadline for submission of ballots
is May 5, 2003 at 4:00 p.m.

All banks, brokerages, transfer agents and clearinghouses
identified as current record holders of the Debtors' securities
are also compelled to disseminate the appropriate Solicitation
Package and Notice to the holders and cooperate with the Debtors
in respect to the Solicitation process.

Additionally, Judge Paine fixed March 28, 2003 as the record
date for Plan voting and approved the procedures for the
temporary allowance of claims for voting purposes.

Judge Paine also scheduled a hearing to consider the
confirmation of the Plan on May 12, 2003.  The Confirmation
Hearing may be continued from time to time without further
notice.  Judge Paine advised interested parties to file any
objections to plan confirmation on or before May 5, 2003.

                      Solicitation Procedures

A. The Voting Agent

The Debtors will employ the services of Robert L. Berger and
Associates, LLC, as Creditor Voting agent, and Innisfree M&A
Incorporated, as Securities Voting Agent for the solicitation of
votes with respect to the Plan.  Specifically, Berger and
Innisfree will assist in:

  (1) mailing Confirmation Notices to holders of Old Equity and
      other non-voting parties entitled to notice;

  (2) mailing Solicitation Packages;

  (3) soliciting votes on the Plan;

  (4) receiving, tabulating, and reporting on ballots cast for
      or against the Plan by holders of claims against the
      Debtors;

  (5) responding to inquiries from creditors and stakeholders
      relating to the Plan, the Disclosure Statement, the
      allots and related matters, including the procedures and
      requirements for voting to accept or reject the Plan and
      objecting to the Plan; and

  (6) if necessary, contacting creditors regarding the Plan and
      their ballots.

B. Ballots

In soliciting Plan votes, the Debtors will provide seven types
of ballots: five for the Security holders and two for all other
Impaired Claimholders entitled to vote.  The Debtors will
distribute to those creditors whose votes are to be solicited,
the custom ballot forms for Classes 3, 4, 5 and 6.  The Ballot
Forms are based on Official Form No. 14, but have been modified
to address the particular aspects of these Chapter 11 cases
including certain additional information that the Debtors
believe to be relevant and appropriate for each class of claims.

The appropriate Ballot Forms will be distributed to the
Claimholders in these Classes entitled to vote:

  Ballot No. 1  Beneficial Owner Ballot for holders of Class 3
                Prepetition Senior Notes Claims

  Ballot No. 2  Master Ballot for holders of Class 3 Prepetition
                Senior Notes Claims

  Ballot No. 3  Ballot for holders of Class 3 Prepetition Senior
                Secured Notes Deficiency Claims

  Ballot No. 4  Ballot for holders of Class 4 General Unsecured
                Claims

  Ballot No. 5  Beneficial Owner Ballot for holders of Class 5
                Prepetition Subordinated Notes Claims

  Ballot No. 6  Master Ballot for holders of Class 5 Prepetition
                Subordinated Notes Claims

  Ballot No. 7  Ballot for holders of Class 6 General Unsecured
                  Convenience Claims.

As unimpaired Creditors, Class 1 and 2 are conclusively presumed
to accept the Plan.  Therefore, these classes will no longer
receive Ballots with their Solicitation Packages.  Instead, the
Debtors will mail to the Unimpaired Creditors:

(i) notice of the filing of the Pan;

(ii) notice of the specific Plan provisions with respect to the
     Unimpaired Creditors;

(iii) instructions regarding the Confirmation Hearing; and

(iv) detailed direction for filing Plan Confirmation objections.

The holders of Class 7 Claims or Interest also will not receive
Ballots or Solicitation Packages as they are deemed to reject
the Plan.  In lieu of a Ballot and a Solicitation Package, the
Debtors will mail:

   (i) notice of the filing of the Plan;

  (ii) notice of the specific Plan provisions with respect to
       the holders of Class 7 Claims or Interests;

(iii) instructions regarding the Confirmation Hearing; and

  (iv) detailed directions for filing Confirmation Objections
       and obtaining copies of the Plan and Disclosure
       Statement.

All creditor Ballots, other than those being sent to the holders
of Prepetition Senior Secured Notes, the Prepetition Senior
Notes, and the Prepetition Subordinated Notes, or the Debt
Securities, will be accompanied by pre-addressed, postage
prepaid return envelopes addressed to the Creditor Voting Agent:

              Robert L. Berger & Associates LLC
              10351 Santa Monica Blvd.,
              Suite 101A, PMB 1028
              Los Angeles, California 90025
              Attn: Service Merchandise Company, Inc. et al

The Ballots sent to the holders of the Debt Securities will be
accompanied by pre-addressed, postage pre-paid return envelopes
addressed to either:

    -- the Intermediary Record Owner; or

    -- if the Ballot is pre-validated or the Debt Securities are
       held by the Registered Record Owner, to Innisfree, at
       this address:

              501 Madison Ave.
              20th Floor, New York
              New York 10022
              Attn: Service Merchandise Company, Inc.

C. Record Date

To ensure that the Debtors have sufficient time to provide
proper notice and distribute the Solicitation Packages, the
Debtors have instructed each bank and brokerage firm that
beneficially owns the Debtors' Securities to generate a list of
Security holders last March 28, 2003.

Accordingly, the Debtors fixed March 28, 2003 -- the week before
the Disclosure Statement Hearing -- as the Record Date for
determining:

    (a) the creditors entitled to receive Solicitation Packages;

    (b) the creditors entitled to accept or reject and receive
        distributions under the Plan; and

    (c) the interest holders entitled to receive notice of the
        Plan confirmation.

D. Solicitation Packages

Beginning April 9, 2003, the Debtors mailed by US Mail, first-
class postage prepaid, personal service, or overnight delivery,
the Solicitation Package containing a copy or conformed printed
version of:

    (1) these notices:

        * Approval of the Disclosure Statement;

        * Record Date and Procedures for Temporary Allowance of
          Certain Claims;

        * Solicitation Materials and Procedures;

        * Voting Deadline for Receipt of Ballots and Vote
          Tabulation Procedures; and

        * Hearing on Confirmation of Plan and Deadline and
          Procedures for Filing Objections to Confirmation of
          Plan;

    (2) the Disclosure Statement;

    (3) the Plan which will be furnished in the Solicitation
        Package;

    (4) the Solicitation Procedures Order without exhibits
        attached;

    (5) solicitation letters, if any, from the official
        Committee of Unsecured Committee; and

    (6) to the extent applicable, a Ballot or notice,
        appropriate for the specific creditor in substantially
        the forms attached to the Solicitation Procedures Order
        as may be modified for particular classes with
        instruction attached.

The Solicitation Packages will be mailed to:

   (i) The US Trustee;

  (ii) All creditors holding Class 1 and 2 Claims; and

(iii) All creditors who are holding claims designated as
       Impaired Claims -- Claims 3,4,5 and 6 -- and entitled to
       vote and:

       -- who have filed timely proofs of claim or untimely
          proofs of claim which have been allowed as timely by
          the Court under applicable law on before the Record
          Date that have not been disallowed by an order of the
          Court entered on or before the Record Date; or

       -- whose claims are scheduled in the Debtors' Schedules
          other than this schedule as unliquidated, contingent,
          or disputed or zero or unknown in amount.

To avoid duplication and reduce expenses, those creditors who
have filed duplicate claims in any given Class will be entitled
to receive only one Solicitation Package and allowed one Ballot
with respect to that Class.

Meanwhile, all Claimants who have filed timely proofs of claim
which in whole or in part reflect a disputed, unliquidated, or
contingent claim, will receive a Solicitation Package which
contains a Ballot, and a Confirmation Hearing Notice, informing
the person or entity that its entire Claim has been temporarily
allowed for voting purposes only and not for purposes of
allowance or distribution, at $1.

E. Transmittal Procedures

The Debtors will also implement certain transmittal procedures
for the Solicitation Packages:

    -- Transmittal to Record Holders

       Because of the complexity and difficulty associated in
       reaching certain Beneficial Owners, the Debtors will send
       the Solicitation Packages to the Debt Security holders, a
       Disclosure Statement Hearing Notice, the Class 7 Non-
       Voting Status Notice and Confirmation Hearing Notice to
       the holders of Old Equity by mailing these materials to
       the Registered Record Owner and the Intermediary Record
       Owners. The Debtors will also distribute Master Ballots
       to the Intermediary Record Owner in accordance with
       customary procedures in the Securities industry.

    -- Labels for Record Holders

       To facilitate the mailing of Ballots and Notices, each of
       the trustees and transfer agents are compelled to provide
       Innisfree an electronic file containing the names,
       addresses, and holdings of the respective owners that
       hold the Securities in their own name or Intermediary
       Record Owners of the Securities as of the Record Date or
       if they are unable to provide an electronic file, two
       sets of pressure-sensitive labels and a list containing
       the information.

    -- Dissemination of Ballots and Notices to Beneficial Owners

       The Intermediary Record Owners will distribute the
       Solicitation Packages and Notices to the Beneficial
       Owners of the Securities, as applicable, within five
       business days of receiving the Solicitation Packages and
       Notices.

    -- Voting by Beneficial Owners

       The Intermediary Record Owners will have two options in
       obtaining the Beneficial Owners' votes:

       Option 1: The Intermediary Record owners will forward the
                 Solicitation Package including a Beneficial
                 Owner Ballot and a return envelope to the
                 Beneficial Owners of the Debt Securities for
                 voting.  But the Intermediary Record Owners
                 must summarize the individual votes of their
                 Beneficial Owners from the Beneficial Owner
                 Ballots on a Master Ballot and return the
                 Master Ballot to Innisfree before the Voting
                 Deadline.

       Option 2: The Intermediary Record Owner will pre-validate
                 a Beneficial Owner Ballot by signing and
                 indicating on that Ballot:

                 * the Intermediary Record Owner of the Debt
                   Securities;

                 * the principal amount owned by the Beneficial
                   Owner; and

                 * the appropriate account numbers through which
                   the Beneficial Owner's holdings are derived.

                 The Intermediary Record Owner will then forward
                 the Solicitation Package, including the Pre-
                 validated Ballot and a return envelope
                 addressed to Innisfree, for voting by the
                 Beneficial Owner.

     The Debtors will reimburse the Intermediary Record Owners
     for their reasonable, actual, and necessary out-of-pocket
     expenses incurred in performing the tasks.

     The Debtors will serve a copy of the Solicitation
     Procedures Order on the Indenture Trustees, Stock Transfer
     Agent and each Intermediary Record Owner identified by the
     Debtors and Innisfree as an entity through which Beneficial
     Owners hold Securities.

F. When No Notice or Transmittal is Necessary

The Solicitation Packages will not be sent to creditors whose
Claims are based solely on amounts scheduled by the Debtors but
have already been paid or satisfied in the full.  However, if
and to the extent that any creditor would be entitled to receive
a Solicitation Package for any reason other than by virtue of
the fact that the Debtors had scheduled its claim, that creditor
will be sent a Solicitation Package pursuant to the approved
procedures.  If the amount asserted in the creditors' proof of
claim is less than or equal to the amount that has already been
paid, the Debtors also will not send a Solicitation Package.

                    Tabulation Procedures

Since the Debtors started distributing the Solicitation Packages
on April 9, 2003, creditors will have 26 days to complete and
return their ballots to the Voting Agents.  To avoid uncertainty
and inconsistent results, the Debtors will use guidelines for
tabulating the vote to accept or reject the Plan:

A. Votes Counted

Any timely received Ballot that contains sufficient information
to identify the claimant and is cast as an acceptance or
rejection of the Plan will be counted and will be deemed to be
cast as an acceptance or rejection, as the case maybe, of the
Plan with respect to all Debtors since the Debtors are seeking
to substantively consolidate their estates.

The counting of votes will be subject to these exceptions:

  (a) A Claim deemed Allowed in accordance with the Plan will be
      allowed for voting purposes in the deemed Allowed amount
      reflected in the Plan;

  (b) A Claim for which a proof of claim has been timely filed
      is marked as contingent, unliquidated, or disputed will be
      temporarily allowed for voting purposes only at $1;

  (c) A Claim estimated or otherwise allowed for voting purposes
      pursuant to a Court order will be temporarily allowed in
      the amount so estimated or allowed by the Court for voting
      purposes only;

  (d) A Claim that is not Scheduled, or Scheduled at zero, in an
      unknown amount, or as unliquidated, contingent, or
      disputed, and a proof of claim was not timely filed by
      the Bar Date or deemed timely filed by a Court order
      before the Voting Deadline will be disallowed for voting
      purposes and for allowance and distribution purposes;

  (e) If the Debtors have served and filed an objection to a
      Claim at least 10 days before the Confirmation Hearing,
      then the claim will be temporarily disallowed for voting
      purposes only and not for the purposes of the allowance or
      distribution, except to the extent and in the manner as m
      as may be indicated in the Objection;

  (f) If a Ballot is properly completed, executed and timely
      filed, but does not indicate an acceptance or rejection of
      the Plan, or indicates both an acceptance and rejection of
      the Plan, the Claim will deemed to accept the Plan; and

  (g) Ballots casts in amounts in excess of their allowed amount
      will only be counted to the extent of the creditors'
      allowed Claim.

B. Votes Not Counted

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

    (a) Any Ballot received after the Voting Deadline unless the
        Debtors have granted an extension in writing of the
        Voting Deadline with respect to the ballot;

    (b) Any Ballot that is illegible or contains insufficient
        information to identify the claimant;

    (c) Any Ballot cast by a person or entity that does not hold
        a claim in a Class that is entitled to vote to accept or
        reject the Plan;

    (d) Any Ballot cast for a claim not Scheduled, or Scheduled
        at zero, in an unknown amount, or unliquidated,
        contingent, or disputed, and for which no proof of claim
        was timely filed or no motion has been filed for the
        temporary allowance of the Claim;

    (e) Any Ballot submitted by facsimile transmission;

    (f) Any duplicate Ballot will only be counted once;

    (g) Any unsigned Ballot; or

    (h) Any Ballot not cast in accordance with these procedures.

C. Temporary Allowance of Claims

In accordance with Section 105(a) of the Bankruptcy Code, any
holder of claim for which the Debtors have filed an objection
will not be entitled to vote on the Plan and not be counted in
determining whether the requirements of Section 1126(c) of the
Bankruptcy Code have been met with respect to the Plan, unless
its claim has been temporarily allowed for voting purposes
pursuant to Rule 3018(a) of the Federal Rules of Bankruptcy
Procedure, or except to the extent that, on or before the Voting
Deadline, the objection to the claim has been withdrawn or
resolved in favor of that claimholder.  Recipients of an
objection to expunge or disallow their claim will instead
receive a notice of non-voting status.

Any Claimholder seeking to challenge the allowance of its claim
for voting purposes will be required to file a motion pursuant
to Bankruptcy Rule 3018(a) for an order that temporarily allows
its claim in a different amount or classification for purposes
of voting to accept or reject the Plan.  That Claimholder must
serve the Rule 3018 Motion on the Debtors no later than
April 28, 2003.

But if the Debtors object to a claim on or after April 21, 2003,
the Rule 3018(a) Motion Deadline will be extended with respect
to that claim to give the affected Claimholder at least seven
days to file a Rule 3018(a) Motion.  Only those timely filed and
served Rule 3018(a) Motions will be considered in accordance
with these provisions.  Those Claimholders will be provided a
ballot and will be permitted to cast a provisional vote to
accept or reject the Plan.  If, to the extent the Debtors and
the party are unable to resolve the issues raised by the Rule
3018(a) Motion before the Voting Deadline, then at the
Confirmation Hearing, the Court will determine whether the
provisional ballot should be counted as a vote on the Plan.

The Debtors believe that the procedure for the temporary
allowance of claims will help ensure an efficient tabulation of
ballots to be completed accurately by the Confirmation Hearing.
Setting the date of the Confirmation Hearing as the date for
hearing Rule 3018(a) Motions permits the Court to avoid holding
separate hearings on the Rule 3018(a) Motions.

D. Changing Votes

Whenever two or more ballots are cast for the same claim before
the Voting Deadline, the latest Ballot received will be deemed
to reflect the voter's intent.  The latest Ballot will supersede
any prior Ballots, provided that where an ambiguity exists as to
which Ballot was the latest mailed, the Voting agents reserve
the right to contact the creditor and calculate the vote
according to the voter's stated intent.  This is without
prejudice to the Debtors' right to object to the validity of the
second Ballot on any basis permitted by law and, if the
Objection is sustained, to count the first ballot for all
purposes.

E. No Vote Splitting; Effect

Claim splitting is not permitted.  Creditors must vote all of
their claims within a particular class to either accept or
reject the Plan.

F. Absence of Votes in a Class

If no votes to accept or reject the Plan are received with
respect to a particular Class, that Class is deemed to have
voted to accept the Plan.

G. Convenience Class Election

The holders of Class 4 General Unsecured Claims may elect on
their ballots to reduce their claims to $5,000 to receive $850
cash in full satisfaction of their claims.  With respect to any
Claimholder who has elected to make the Convenience Class
Election, the holder is deemed to have voted to accept or reject
the Plan as a member of the class of General Unsecured
Convenience Claims.  Moreover, the holders of Class 6 General
Unsecured Convenience Claims may elect on their ballots to opt-
out of Class 6 and into Class 4.  Any Claimholder who has
elected to make the Class 4 election will be deemed to have
voted to accept or reject the Plan as a member of the class of
General Unsecured Claims.

H. Counting Ballots from Beneficial Owners

In tabulating votes cast by holders of the Debt Securities,
these procedures will apply to enable Innisfree to tabulate
votes from the holders of the Prepetition Senior notes and
Prepetition Subordinated Notes and to enable the Court to verify
the voting results by requiring the collection and retention of
data and documents regarding the vote:

    1. Intermediary Record Owners electing to use the Master
       Ballot voting process are required to retain for one year
       after the Voting Deadline, a list of those Beneficial
       Owners to whom the Pre-validated Ballots were sent for
       Court inspection.  Similarly, Innisfree is required to
       retain for one year after the Voting Deadline, the
       Pre-validated Ballots returned by the Beneficial Owners,
       as well as the Master Ballots returned by the
       Intermediary Record Owners for Court inspection.

    2. To avoid double counting:

       (a) the votes cast by Beneficial Owners holding Debt
           Securities through Intermediary Record Owners and
           transmitted by means of a Master Ballot or Pre-
           validated Ballot will be applied against the
           positions held by the Intermediary Record Owners with
           respect to the Debt Security; and

       (b) the votes submitted by Pre-validated Ballot or by an
           Intermediary Record Owner on a Master Ballot will not
           be counted to the extent that they are in excess of
           the position maintained by the Intermediary Record
           Owner in the Debt Securities on the Record Date.

    3. These assumptions apply to Pre-validated Ballots:

       (a) each Pre-validated Ballot is for a single account;
           and

       (b) each vote is separate and not duplicative of any
           other vote cast by other customers of the
           Intermediary Record Owner, unless specific evidence
           indicates that one vote is for the identical account
           number and amount of another vote.

    4. To the extent that conflicting votes or overvotes are
       submitted on a timely received Master Ballot or Pre-
       validated Ballot, the Securities Voting Agent must
       attempt to resolve the conflict or Overvote before the
       preparation of the vote certification to ensure that many
       Debt Securities claims are accurately tabulated, as
       possible.

    5. To the extent that overvotes on a timely received Master
       Ballot or Pre-validated Ballot are not reconcilable
       before the preparation of the vote certification,
       Innisfree will count votes in respect of the Master
       Ballot or Pre-validated Ballot in the same proportion as
       the votes to accept and reject the Plan submitted on the
       Master Ballot or the Pre-validated Ballot that contained
       the Overvote, but only to the extent of the applicable
       Intermediary Record owner's position on the Record Date
       in the Prepetition Senior Notes or Prepetition
       Subordinated notes.

    6. Intermediary Record Owners should be authorized to
       complete multiple Master Ballots, and the votes reflected
       by the multiple Master Ballots should be counted except
       to the extent that they are duplicative of other Master
       Ballots. If two or more Master Ballots submitted are
       inconsistent in whole or in part, the latest Master
       Ballot received before the Voting Deadline will, to the
       extent of the inconsistency, supersede and revoke any
       prior Master Ballot, subject to the Debtors' right to
       object to the validity of the second Master Ballot on any
       basis permitted by law, including if the objection is
       sustained, the first Master Ballot will then be counted.

    7. Each Beneficial Owner of the Prepetition Senior Notes or
       Prepetition Subordinated Notes will be deemed to have
       voted the full principal amount of its claim relating to
       the Prepetition Senior Notes or Prepetition Subordinated
       Notes, notwithstanding anything to the contrary on any
       ballot.

                 Copies and Review of Documents

Copies of the Plan and Disclosure Statement and all pleadings
and orders of the Bankruptcy Court are publicly available at the
Bankruptcy Court's general Web site address:

             http://www.tnmb.uscourts.gov

Copies of the Plan and Disclosure Statement may also be obtained
at the requesting parties' expense, upon written request from
the Debtors' voting agent at:

             Robert L. Berger & Associates LLC
             10351 Santa Monica Blvd.
             Suite 101A, PMB 1028
             Los Angeles, CA 90025
             Attn: Service Merchandise Company, Inc., et. al.

                     Confirmation Hearing

The Debtors will send the Confirmation Hearing Notice to all
parties that received the Disclosure Statement Notice unless
these parties are to receive Class 7 Non-Voting Status Notice,
and to those parties to executory contracts and unexpired
leases, which are not currently "creditors" as defined in
Section 101(10) of the Bankruptcy Code.  Due to the large number
of parties-in-interest in these Chapter 11 cases, the Debtors
will also publish the Confirmation Hearing Notice not less than
25 days before the Confirmation Hearing in the national editions
of The Wall Street Journal and USA Today and in trade or other
local publications of general circulation as the Debtors will
determine.

Any objections to the confirmation of the Plan must be:

    (a) in writing;

    (b) comply with the Bankruptcy rules and the Local Rules;

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

    (d) state with particularity the legal and factual bases for
        the objection;

    (e) filed with the Court together with proof of service; and

    (f) served by personal service, overnight delivery, or
        first-class mail, so as to be received no later than the
        Confirmation Objection Deadline, by the Debtors' counsel
        and the remaining Notice Parties. (Service Merchandise
        Bankruptcy News, Issue No. 47; Bankruptcy Creditors'
        Service, Inc., 609/392-0900)


TCW LINC: S&P Cuts 4 Note Class Ratings to Low-B & Junk Levels
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on the
class A-1, A-1F, A-2L, A-2, A-3A, and A-3B notes issued by TCW
LINC III CBO Ltd. and removed them from CreditWatch negative,
where they were placed Feb. 5, 2003.

At the same time, the 'AAA' rating on the class A-1L note is
affirmed. The ratings on the class A-2L, A-2, A-3A, and A-3B
notes had been lowered twice before, on June 10, 2002 and on
Dec. 31, 2002.

The lowered ratings reflect factors that have negatively
affected the credit enhancement available to support the class
A-1F, A-1, A-2L, A-2, A-3A, and A-3B notes since the previous
rating action. Chief among these factors is a sharp increase in
the number of defaults in the collateral pool securing the
notes. Standard & Poor's noted that in the brief span covered by
the trustee monthly reports of Nov. 18, 2002 and March 17, 2003,
cumulative defaults of collateral securities increased to $137.4
million from $96.0 million.

The affirmation reflects the existence of an adequate level of
credit enhancement to support the class A-1F notes.

As a result of asset defaults and the sale of credit risk
assets, the class A and B overcollateralization ratios have
dropped significantly, and now stand at 96.2% and 86.4%,
respectively. This places both ratios well below their
corresponding minimum requirements of 110% and 103%.

Including defaulted securities, $145.7 million (or approximately
32.8% of the collateral pool's par value) come from obligors now
rated in the 'CCC' range or lower, and $20.7 million (or about
5.6% of the performing assets in the pool) correspond to
obligors with ratings that are currently on CreditWatch with
negative implications.

Standard & Poor's has analyzed the results of current cash flow
runs for TCW LINC III CBO Ltd. to determine the future default
levels the rated tranches can withstand under different default
timings and interest rate scenarios, while still being able to
honor all interest and principal payments coming due on the
notes. This analysis led to the conclusion that the ratings
assigned to the class A-1, A-1F, A-2, A-2L, A-3A, and A-3B notes
were no longer consistent with the credit enhancement available,
resulting in the lowered ratings.

Standard & Poor's will continue monitoring the performance of
the transaction to ensure that the ratings assigned to the rated
notes continue to reflect the enhancement levels available to
support the ratings.

          RATINGS LOWERED AND OFF CREDITWATCH NEGATIVE

                      TCW LINC III Ltd.

                Rating                    Balance (mil. $)
     Class   To        From             Original     Current
     A-1F    A+        AAA/Watch Neg        15.0        15.0
     A-1     A+        AAA/Watch Neg        96.0        96.0
     A-2L    BB        BBB+/Watch Neg       21.5        21.5
     A-2     BB        BBB+/Watch Neg       82.0        82.0
     A-3A    CCC-      CCC+/Watch Neg       34.0        34.0
     A-3B    CCC-      CCC+/Watch Neg       45.0        45.0

                       RATING AFFIRMED

                      TCW LINC III Ltd.

                               Balance (mil. $)
     Class     Rating        Original     Current
     A-1L      AAA              130.0       113.8


TELESYSTEM INT'L: Wants to Redeem $48MM in Sr. Guaranteed Notes
---------------------------------------------------------------
Telesystem International Wireless Inc., (NASDAQ:TIWI) (TSX:TIW)
sent notice to the trustee of its 14% Senior Guaranteed Notes to
redeem at par US$48 million in principal amount plus accrued
interest on April 25, 2003, as required by the indenture
governing the Notes.

The US$48 million represents the net cash proceeds from the sale
of TIW's Brazilian assets after full repayment of loans
outstanding under TIW's corporate credit facility. The corporate
facility was retired on March 26, 2003.

After the redemption, TIW's corporate indebtedness will consist
essentially of US$172 million in 14% Senior Guaranteed Notes due
December 2003.

TIW is a leading cellular operator in Central and Eastern Europe
with over 3.9 million managed subscribers. TIW is the market
leader in Romania through MobiFon S.A. and is active in the
Czech Republic through Cesky Mobil a.s. The Company's shares are
listed on the Toronto Stock Exchange ("TIW") and NASDAQ
("TIWI").

                           *   *   *

As reported in the Jan. 15, 2003, issue of the Troubled Company
Reporter, Standard & Poor's lowered its long-term corporate
credit rating on telecommunications company Telesystem
International Wireless Inc., to 'CCC+' from 'B-'. The outlook is
negative. At the same time, the rating on TIW's US$220 million
14% senior secured notes was lowered to 'CCC+' from 'B-'.

The ratings actions on the Montreal, Quebec-based company
reflect the refinancing risk of the US$220 million notes, which
mature in December 2003, and the structural subordination of the
debt at the corporate level.


TELESYSTEM INT'L: Annual Shareholders' Meeting Slated for May 2
---------------------------------------------------------------
An Annual and Special Meeting of the holders of common shares of
Telesystem International Wireless Inc., will be held at the VIP
Room, Mezzanine Level, 1000 de La Gauchetire Street West,
Montral, Quebec, on Friday May 2, 2003, at 2:00 p.m. for the
purposes of:

    (1) receiving the consolidated financial statements of the
Corporation for the financial year ended December 31, 2002 and
the Auditors' report thereon;

    (2) electing directors;

    (3) appointing auditors and authorizing the directors to fix
their remuneration;

    (4) considering and, if deemed appropriate, adopting a
special resolution, the full text of which is set out in
Schedule A to the Management Proxy Circular, to approve an
amendment to the Articles of Incorporation of the Corporation to
consolidate all issued and outstanding common shares on the
basis of a ratio within the range of one (1) post-consolidation
common share for every five (5) pre-consolidation common shares
to one (1) post-consolidation common share for every twenty-five
(25) pre-consolidation common shares, with the ratio to be
selected and implemented by the Corporation's Board of Directors
in its sole discretion, if at all, at any time prior to April
30, 2004;

    (5) considering and, if deemed appropriate, adopting a
resolution to approve an increase in the number of common shares
issuable under the Employees Stock Option Plan, the full text of
which is set out in Schedule B to the Management Proxy Circular;

    (6) transacting such other business as may be properly
brought before the Meeting.

Shareholders registered at the close of business on March 24,
2003 will be entitled to receive notice of the Meeting.

TIW is a leading cellular operator in Central and Eastern Europe
with over 3.9 million managed subscribers. TIW is the market
leader in Romania through MobiFon S.A. and is active in the
Czech Republic through Cesky Mobil a.s. The Company's shares are
listed on the Toronto Stock Exchange ("TIW") and NASDAQ
("TIWI").

                           *   *   *

As reported in the Jan. 15, 2003, issue of the Troubled Company
Reporter, Standard & Poor's lowered its long-term corporate
credit rating on telecommunications company Telesystem
International Wireless Inc., to 'CCC+' from 'B-'. The outlook is
negative. At the same time, the rating on TIW's US$220 million
14% senior secured notes was lowered to 'CCC+' from 'B-'.

The ratings actions on the Montreal, Quebec-based company
reflect the refinancing risk of the US$220 million notes, which
mature in December 2003, and the structural subordination of the
debt at the corporate level.


TYCO INT'L: Files Shelf Registration Statement on Form S-3
----------------------------------------------------------
Tyco International Ltd., (NYSE: TYC, BSX: TYC, LSE: TYI) has
filed a registration statement on Form S-3 with the U.S.
Securities and Exchange Commission to register the offering by
the holders thereof on a delayed or continuous basis pursuant to
Rule 415 of the Securities Act of 1933, of $3.0 billion
principal amount of 2.750% Series A Convertible Senior
Debentures due 2018 and $1.5 billion principal amount of 3.125%
Series B Convertible Senior Debentures due 2023 previously
issued through its wholly-owned subsidiary, Tyco International
Group S.A.  The debentures are fully and unconditionally
guaranteed by Tyco and are convertible into Tyco common shares
at the option of the holder.  The registration statement was
filed pursuant to a registration rights agreement entered into
in January 2003 upon the private placement of the debentures
under Rule 144A of the Securities Act.

The registration statement relating to these securities that has
been filed with the Securities and Exchange Commission has not
yet become effective.  The securities may not be sold nor may
offers to buy be accepted prior to the time the registration
statement becomes effective except in transactions that are
exempt from the registration requirements of applicable
securities law.  Copies of the registration statement, including
the prospectus and prospectus supplement subject to completion
contained therein, are available on the SEC's Web site at
http://www.sec.govand may also be obtained free of charge by
contacting Tyco Investor Relations, 273 Corporate Drive,
Portsmouth, New Hampshire 03801, telephone 603-334-3900.

Tyco International Ltd., is a diversified manufacturing and
service company that operates in more than 100 countries and had
fiscal 2002 revenues from continuing operations of approximately
$36 billion.


TYCO INT'L: Will Publish Second Quarter Results on May 1, 2003
--------------------------------------------------------------
Tyco International Ltd., (NYSE: TYC, LSE: TYI, BSX: TYC) will be
reporting its second quarter results before the market opens on
Thursday, May 1, 2003.  The Company will hold a conference call
for investors at 8:30 am EDT.  The call can be accessed in three
ways:

    -- At the following Web site:
       http://investors.tyco.com/medialist.cfm  A
       replay of the call will be available through Thursday,
       May 8, 2003 at the same Web site.

    -- By telephone dial-in with the capability to participate
       in the question and answer portion of the call. The
       telephone dial-in number for the participants in the
       United States is: (888) 428-4473.  The telephone dial-in
       number for the participants in International locations
       is: (612) 332-7515.  Due to capacity limitations on the
       part of the teleconference service provider, the number
       of lines available is limited. If these lines have
       reached their limit, investors will need to call the
       "listen-only" number provided below.

    -- By telephone dial-in to participate in a "listen-only"
       mode. The telephone dial-in number for the participants
       in the United States is: (800) 260-0712.  The telephone
       dial-in number for the participants in International
       locations is: (612) 326-1008.  The participants' code for
       all callers is: 681919. Investors who do not intend to
       ask questions should dial this number directly.

The replay is scheduled to be available at 3:30 pm on May 1,
2003 until 11:59 PM on May 8, 2003.  The dial-in numbers for the
replay are as follows: Domestic (U.S.) (800) 475-6701.
International: (320) 365-3844.  The replay access code for all
callers is: 681923.

Tyco International Ltd., is a diversified manufacturing and
service company. Tyco is the world's largest manufacturer and
servicer of electrical and electronic components; the world's
largest designer, manufacturer, installer and servicer of
undersea telecommunications systems; the world's largest
manufacturer, installer and provider of fire protection systems
and electronic security services; and the world's largest
manufacturer of specialty valves. Tyco also holds strong
leadership positions in disposable medical products, plastics
and adhesives. Tyco operates in more than 100 countries and had
fiscal 2002 revenues from continuing operations of approximately
$36 billion.


UNITED AIRLINES: Pilots Ratify New Labor Agreement
--------------------------------------------------
The United Master Executive Council of the Air Line Pilots
Association, International announced that the pilots of United
Airlines have ratified the new labor agreement that was reached
between ALPA and the Company earlier this month.

Approximately 81.7% of the eligible United pilot group cast
votes on the new labor agreement, which was approved by a vote
of 5205 (82.3%) to 1125 (17.77%). The new agreement remains
subject to final documentation and approval by the bankruptcy
court.

UAL-MEC Chairman Captain Paul Whiteford said, "The pilots of
United Airlines have now stepped up for their share of
commitment necessary to save this company in the face of the
worst crisis in airline history. This agreement allows the
Company to reorganize under Chapter 11 and emerge as a viable,
competitive airline against both low cost carriers and other
network carriers."


UNITED AIRLINES: Applauds Pilots' Ratification of New Labor Pact
----------------------------------------------------------------
UAL Corp., (OTC Bulletin Board: UALAQ) the parent company of
United Airlines, commented on the ratification of six-year
agreements on wage and work rule changes by the Air Line Pilots
Association (ALPA), the union representing United's pilots, and
the Professional Airline Flight Controllers Association (PAFCA),
which represents the company's flight dispatchers. These
agreements include the significant labor-cost savings and
productivity enhancements that United needs to succeed now and
in the future.

"I want to express my sincere appreciation to all our pilots and
flight dispatchers for taking a leadership role in making the
changes necessary to transform United into a stronger, more
competitive enterprise," said Glenn Tilton, chairman, president
and chief executive officer of UAL. "The ratification of these
agreements is an important step in providing the cost
improvements, productivity changes and operational flexibility
United needs to emerge from bankruptcy and succeed for the long-
term. I appreciate the tough choices and sacrifices our pilots
and dispatchers are making to help secure the future of this
airline."

New contracts with the Association of Flight Attendants and
International Association of Machinists and Aerospace Workers
(IAM) District 141 and District 141-M are currently awaiting
votes on ratification by the members of these unions. United's
meteorologists, represented by the Transport Workers Union,
ratified contract changes in March.

United operates more than 1,500 flights a day on a route network
that spans the globe.

News releases and other information about United Airlines can be
found at the company's Web site at http://www.united.com


UNITED AIRLINES: US Bank Demands Admin. Expense Claim Payment
-------------------------------------------------------------
On February 7, 2003, the Court entered the Section 1110 Order
authorizing UAL Corp., and its debtor-affiliates to perform
obligations and cure defaults under existing aircraft financing
transactions, including those under the 2001-1 Enhanced
Equipment Trust Certificates.

According to U.S. Bank, the Debtors did not make the full
payments, totaling over $32,000,000, due by March 14, 2003, but
continues to use all the Aircraft.  Ronald Barliant, Esq., at
Goldberg, Kohn, Bell, Black, Rosenbloom & Moritz, in Chicago,
accuses United of "unauthorized and unprecedented manipulation
of the 1110(a) Election process."  United told the Court it
would perform its obligations and continue to use the Aircraft,
but now refuses to make the requisite payments.  The Debtors
believe that they can agree to Section 1110 Agreements, if no
payments are due at the time of Election, thereby tying the
hands of the aircraft financiers from exercising remedies.  The
Debtors then simply default when payments are due.  "This scheme
is antithetical to protections created for aircraft financiers
in Section 1110," Mr. Barliant says.

U.S. Bank asserts that the Debtors have breached the 2001-1 EETC
Transaction obligations that they elected to perform under
Section 1110(a) of the Bankruptcy Code.  As a result, U.S. Bank
asks the Court to require the Debtors to pay administrative
expenses now due, pursuant to the indenture documents.

This request is supported by these holders of the 2001-1 A-3
Pass Through Certificates:

   -- Advantus Capital Management;
   -- AIG Global Investment;
   -- Angelo Gordon;
   -- BlackRock Financial Management;
   -- Citadel Equity Fund;
   -- Citadel Credit Trading;
   -- GE Asset Management;
   -- Harleysville Insurance;
   -- Lehman Brothers;
   -- Metropolitan West Asset Management;
   -- New York Life Investment Management;
   -- Pacific Investment Management;
   -- Pacific Life Insurance;
   -- Principal Global Investors;
   -- Reams Asset Management;
   -- State Farm Insurance; and
   -- State of Wisconsin Investment Board.

                        Debtors Object

According to James H.M. Sprayregen, Esq., the Debtors were
between a rock and a hard place as the Section 1110 Deadline
approached.  The Debtors had not reached agreement with many
aircraft financiers, leaving two options: do nothing and risk
repossession of aircraft or make a Section 1110(a) Election to
preserve the automatic stay.  After analyzing the 2001-1 EETC
Aircraft, the Debtors determined that they may be valuable to
its restructured fleet and sought the Election option.

Since then, the Debtors have fulfilled all related obligations,
except for the missed payment on certain Aircraft.  The Debtors
have negotiated with U.S. Bank to restructure these obligations,
but talks have been difficult because the 2001-1 EETC Aircraft
are underwater -- i.e., worth less than the amount of
outstanding debt.  Mr. Sprayregen asserts that, given United's
financial position, the Debtors were not about to make any
payments on underwater Aircraft at the contract rate.

Since the payment deadline, airline industry conditions have
only gotten worse.  The Debtors made a partial payment to U.S.
Bank, but withheld funds for 10 Aircraft that were materially
underwater as a result of factors outside any party's control.
By not making certain payments, the Debtors realized that they
would no longer be in compliance with the 1110(a) Elections, but
the Aircraft's value does not justify the payments.  Given
United's precarious financial condition, the less harmful
alternative was to expose the underwater aircraft to the
exercise of remedies by U.S. Bank.

The Debtors continue to negotiate with U.S. Bank to restructure
the terms of the 2001-1 EETC Financing.  The Debtors have
indicated a willingness to pay market rates for continued use of
the 2001-1 Aircraft.  The Official Committee of Unsecured
Creditors concurs with the Debtors' judgment to conserve cash
and supports its negotiating efforts.

Mr. Sprayregen fully admits that the Debtors have defaulted
under the 2001-1 EETC's terms for the underwater Aircraft,
rendering the automatic stay no longer applicable.  U.S. Bank is
free to repossess those planes and has not been deprived of its
rights. Given the discrepancies between the contractual rates
inherent in the EETC financing and current market rates, the
Debtors accept U.S. Bank's assertions of rights to the
underwater Aircraft. (United Airlines Bankruptcy News, Issue No.
15; Bankruptcy Creditors' Service, Inc., 609/392-0900)


UNIVERSAL INSURANCE: Deloitte & Touche Airs Going Concern Doubt
---------------------------------------------------------------
Universal Insurance Holdings, Inc. was originally incorporated
as Universal Heights, Inc., in Delaware in November 1990. The
Company changed its name to Universal Insurance Holdings, Inc.
on January 12, 2001.  The Company, through its wholly-owned
subsidiary, Universal Insurance Holding Company of Florida,
formed Universal Property & Casualty Insurance Company in 1997.
UPCIC's application to become a Florida  licensed property and
casualty insurance company was filed in May 1997 with the
Florida Department of Insurance and was approved on October 29,
1997.  In 1998, UPCIC began operations through the acquisition
of homeowner insurance policies issued by the Florida
Residential Property and Casualty Joint Underwriting
Association.

UPCIC's statutory annual statement as of December 31, 2001
reflected an inadequate level of Risk Based  Capital.  Total
adjusted capital was equivalent to a company-action level. In
addition, UPCIC has been experiencing recurring losses from
operations and increasing loss ratios for the last four years.
This period includes 2001 which had nonrecurring bonus revenue
of about $3.2 million.

These factors, among others, raised substantial doubt that the
Company would be able to continue as a going concern for a
reasonable time.  The Company's continuation as a going concern
is dependent in part on UPCIC's ability to meet minimum
statutory and risk-based capital requirements.

As a result of the company-action level event discussed above,
management was required to file a risk-based capital plan
addressing certain items specified in the Florida insurance
statutes, and, in sum, identify steps UPCIC will take to raise
its RBC to an acceptable level.  These steps, if successful,
would also enhance its ability to continue as a going concern.

Management attributes the recent operating losses and increasing
loss ratios of UPCIC primarily to higher than expected costs of
catastrophic reinsurance and adverse loss experience in the
homeowners line of business. Management has taken the following
actions to improve and strengthen the UPCIC's financial
condition.  Premium rate increases of approximately 7% and 9%
were implemented in July, 2001 and April, 2002, respectively.
UPCIC changed the geographic and coverage mix of the property
insurance it writes,  which is a key determinant in the amount
and pricing of reinsurance procured by UPCIC.  The Company has
achieved more favorable ceding commission terms on its quota
share reinsurance program.  UPCIC was also able to obtain a less
expensive catastrophic reinsurance program from 2002-2003.

In addition to the actions described above, the Company
terminated its outside management agreement in January, 2002.
The Company believes that this will enhance UPCIC's operating
results through its ability to improve and better control
underwriting and loss adjusting activities, as well as reducing
overall management expenses.

Management believes the implementation of, and results
attributable to, the actions described  above,  along with the
capital contribution to UPCIC of $1,768,000 in 2002, removes the
substantial doubt  associated with UPCIC's ability to continue
as a going concern for a reasonable period of time as UPCIC
has met the minimum statutory requirements as of December 31,
2002.  However, there can be no assurance of the ultimate
success of these plans or that the Company will be able to
achieve profitability.

The Company's gross premiums written increased 29.9% to
$33,160,567 for the year ended December 31, 2002 from
$25,536,716 for the year ended December 31, 2001. The increase
in gross premiums written is primarily  attributable to an
increase in new business as well as premium rate increases.

Net premiums written decreased 76.5% to $1,947,182 for the year
ended December 31, 2002 from $8,302,716 for the year ended
December 31, 2001.  The decrease in net premiums written
reflects the impact of reinsurance,  since $31,213,385, or
94.1%, of premiums written were ceded to reinsurers for the year
ended December 31, 2002 as compared to $17,234,000, or 67.5%,
for the year ended December 31, 2001. This fluctuation was a
result of the Company's election under its quota share
reinsurance treaty to cede 50% of gross written  premiums,
losses, and loss adjustment expenses during 2001, versus 50%
during the first five months of 2002, 80% during the subsequent
four months and 90% during the remaining three months of 2002.
The Company ceded the additional amounts in order to limit its
loss exposure while it further stabilized operations.

Net premiums earned decreased 36.5% to $4,895,623 for the year
ended December 31, 2002 from $7,711,804 for the year ended
December 31, 2001.  The decrease in net premiums earned is
attributable to the Company's  election under its quota share
reinsurance treaty to cede 50% of gross written premiums,
losses, and loss adjustment expenses during 2001, versus 50%
during the first five months of 2002, 80% during the subsequent
four months and 90% during the remaining three months of 2002.

Commission revenue increased 27.9% to $2,285,091 for the year
ended December 31, 2002 from 1,786,675 for the year ended
December 31, 2001. Commission income is comprised mainly of the
Managing General Agent's policy fee income on all new and
renewal insurance policies and commissions generated from agency
operations.  The increase is primarily due to the Company's
effort to solicit business in the open market.

Investment income consists of net investment income and net
realized gains (losses). Investment income decreased 38.2% to
$357,623 for the year ended December 31, 2002 from $578,903 for
the year ended December  31, 2001.  The decrease is primarily
due to lower investment balances and a lower interest rate
environment during 2002.

Other revenue increased 830.1% to $1,723,771 for the year ended
December 31, 2002 from $185,726 for the year ended December 31,
2001, after segregating the one-time JUA bonus payment of
$2,723,600 and related interest of $452,947 during 2001.  Other
revenue is comprised of fee revenue from direct sales operations
and service revenue from other operations.  The increase is
primarily attributable to the fact that there is more activity
in the direct sales and service operations this year.

Losses and loss adjustment expenses incurred decreased 40.3% to
$4,638,160 for the year ended December 31, 2002 from $7,767,980
for the year ended December 31, 2001 as compared to net premiums
earned which decreased 36.5% to $4,895,623 for the year ended
December 31, 2002 from $7,711,804 for the year ended
December 31,  2001.  The Company's direct loss ratio for the
year ended December 31, 2002 was 62.5% compared to 58.1% for the
year ended December 31, 2001. The Company's direct loss ratio
decreased principally due to the higher severity of claims in
2002.  The Company's net loss ratio for the year ended
December 31, 2002 was 94.7%  compared to 100.7% for the year
ended December 31, 2001. Losses and loss adjustment expenses,
the Company's most significant expense, represent actual
payments made and changes in estimated future payments to be
made to or on behalf of its policyholders, including expenses
required to settle claims and losses.  Losses and loss
adjustment expernses are influenced by loss severity and
frequency.  The net loss ratio decreased due to the decrease in
net losses incurred in conjunction with changes to the Company's
reinsurance programs discussed above. During 2002 and 2001,
Florida did not experience windstorm catastrophes.

The reserve for unpaid losses and loss adjustment expenses at
December 31, 2002 was $7,224,755.  Based upon consultations with
the Company's independent actuarial consultants and their
statement of opinion on losses and loss adjustment expenses, the
Company believes that the liability for unpaid losses and loss
adjustment expenses is adequate to cover all claims and related
expenses which may arise from incidents  reported.  The range of
direct loss reserve estimates as determined by the Company's
independent actuarial consultants is a low of $5,974,000 and a
high of $7,301,000.  The key assumption used to arrive at
management's best estimate of loss reserves in relation to the
actuary's range and the specific factors that led to
management's best estimate is that the liability is based on
management's estimate of the ultimate cost of settling each loss
and an amount for losses incurred but not reported.

As a result of the Company's review of its liability for losses
and loss adjustment expenses, which includes a re-evaluation of
the adequacy of reserve levels for prior year claims, the
Company's liabilities for unpaid losses and loss adjustment
expenses, net of related reinsurance recoverables, at
December 31, 2002 and December 31, 2001 were increased in the
following year by $729,436 and 423,000, respectively, for claims
that had occurred on or prior to the balance sheet date. This
unfavorable loss emergence resulted  principally from settling
homeowners' losses established in the prior year for amounts
that were more than expected.  At December 31, 2002 a change in
a key assumption made to estimate reserves since the last
reporting date is to reserve to the coverage limit for certain
potentially large claims, specifically sinkhole claims. Changes
of this nature were made in 2002 on related outstanding claims,
this was primarily for conservative reasons.  Recognition of
this change occurred in 2002 in light of the Company experience
with claims of this nature, which occurred primarily in 2001 due
to contributing weather conditions. Reported claims of this
nature were less frequent in 2002. Nonetheless, there can be no
assurance concerning future adjustments of reserves, positive or
negative, for claims through December 31, 2002.

General and administrative expenses decreased 47.7% to
$4,552,897 for the year ended December 31, 2002 from $8,711,025
for the year ended December 31, 2001. General and administrative
expenses have decreased primarily due to higher ceding
commissions on premiums ceded to reinsurers as well as ceding
commission recognized as a result of the change in the quota
share ceding percentage from 50% for the year ended December 31,
2001 to 50% during the first five months of 2002, 80% during the
subsequent four months and 90% during the remaining three months
of 2002.

The balance of cash and cash equivalents at December 31, 2002
was $4,587,920. This amount along with readily marketable debt
and equity securities aggregating $563,779 would be available to
pay claims in the event of a catastrophic event pending
reimbursement for any aggregate amount in excess of $200,000 up
to the 100  year PML which would be covered by reinsurers.
Catastrophic reinsurance is recoverable upon presentation to the
reinsurer of evidence of claim payment.

The "going concern" opinion is found in the audit report of
Deloitte & Touche LLP on the consolidated financial statements
of the Company for the fiscal year ended December 31, 2001.
That report contains a separate paragraph expressing doubt about
the Company's ability to continue as a going concern.


US UNWIRED: Fails to Comply with Nasdaq Listing Requirements
------------------------------------------------------------
US Unwired Inc., (Nasdaq/NM:UNWR) has received notice from The
Nasdaq Stock Market that it has failed to comply with Nasdaq's
minimum shareholders' equity/market value of listed
securities/total assets and total revenue requirement for
continued listing of its common stock pursuant to Marketplace
Rules 4450(a)(3) and (b)(1). Therefore, US Unwired's common
stock is subject to delisting from the Nasdaq National Market.
US Unwired previously announced that Nasdaq had determined that
its common stock was subject to delisting for failure to comply
with Nasdaq's minimum bid price requirement under Marketplace
Rules 4450(a)(5) and (b)(4).

The Company requested a hearing before a Nasdaq Listing
Qualifications Panel to appeal that determination. Nasdaq
subsequently notified US Unwired that under new rules recently
adopted by Nasdaq, the Company would have until April 29, 2003
to regain compliance with the bid price requirement and that the
hearing would be postponed. Because Nasdaq has determined that
the Company now fails to comply with the stockholders'
equity/market value of listed securities/total assets and total
revenue requirement, Nasdaq has rescheduled the hearing for
May 1, 2003. Under Nasdaq rules, US Unwired's common stock will
continue to trade on the Nasdaq National Market pending the
issuance of a written decision by the Panel after the hearing.
Should listing on the Nasdaq National Market become unavailable
to US Unwired, the company will pursue alternatives to ensure
availability of a liquid trading market. There is no assurance
that the Panel determination will be favorable.

US Unwired Inc., headquartered in Lake Charles, La., holds
direct or indirect ownership interests in five PCS Affiliates of
Sprint: Louisiana Unwired, Texas Unwired, Georgia PCS, IWO
Holdings and Gulf Coast Wireless. Through Louisiana Unwired,
Texas Unwired, Georgia PCS and IWO Holdings, US Unwired is
authorized to build, operate and manage wireless mobility
communications network products and services under the Sprint
brand name in 67 markets, currently serving over 500,000 PCS
customers. US Unwired's PCS territory includes portions of
Alabama, Arkansas, Florida, Georgia, Louisiana, Mississippi,
Oklahoma, Tennessee, Texas, Massachusetts, New Hampshire, New
York, Pennsylvania, and Vermont. In addition, US Unwired
provides cellular and paging service in southwest Louisiana. For
more information on US Unwired and its products and services,
visit the company's Web site at http://www.usunwired.com US
Unwired is traded on the NASDAQ exchange under the symbol
"UNWR".

                         *    *    *

At December 31, 2002, the Company's balance sheet shows a total
shareholders' equity deficit of about $70 million.


USG CORP: Schedules Annual Shareholders' Meeting for May 14
-----------------------------------------------------------
USG Corporation will hold its Annual Meeting of Shareholders on
May 14, 2003 to:

    -- elect four directors for a term of six years,

    -- consider ratification of the appointment of Deloitte &
       Touche LLP as independent public accountants for the year
       ending 2003, and

    -- transact other business as may properly come before the
       meeting or any adjournment or postponement.

Investors and security holders may obtain a free copy of USG's
Definitive Proxy Statement at the Securities and Exchange
Commission at:


http://www.sec.gov/Archives/edgar/data/757011/000095013703001986/c75641def14
a.txt

(USG Bankruptcy News, Issue No. 45; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


VENTAS INC: S&P Affirms BB- Corporate Credit Ratings
----------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB-' corporate
credit ratings on Ventas Inc., its operating partnership Ventas
Realty L.P., and Ventas Capital Corp. In addition, ratings are
affirmed on the company's senior notes. The outlook is stable.

The ratings acknowledge this health care REIT's large portfolio
of health care-related assets, which is diversified by asset
type and geographic location. The rating also reflects built-in
internal growth through rent step-ups that will benefit cash
flow. These strengths are offset by the company's reliance on
one tenant for substantially all of its revenues, below-average
debt service coverage measures, and limited financial
flexibility.

Louisville, Ky.-based Ventas is a $1.2 billion (undepreciated
book assets) REIT that owns 273 health care-related facilities
spread across 37 states. These 273 facilities comprise 220
skilled nursing facilities (SNFs), 44 long-term acute care
facilities (LTACs), eight personal care facilities, and one
assisted-living facility, substantially all of which are leased
to unrated Kindred Healthcare Inc., which was essentially spun
off in 1998 from Ventas' predecessor Vencor.

Ventas' portfolio is diversified by asset type, with 67% of its
revenues derived from SNFs and 32% from LTACs. The portfolio
also exhibits good geographic diversification, with operations
in 37 states and only California contributing more than 10% of
revenues. The top 10 states account for 65% of revenues.
Furthermore, roughly 65% of the facilities are located in
certificate of need states, which provides barriers to entry.
The facilities are substantially all equity owned and pooled
into five separate master leases, which does provide more
leverage for Ventas in the event of a default. Tenant
concentration, however, is considerable, with more than 98% of
revenues derived from unrated Kindred. One of Ventas' primary
goals is to diversify the operator base, and its late 2002
investment in Trans Healthcare Inc., was a small step toward
achieving that goal, although THI represents only 5% of
undepreciated real estate. Operator diversification, barring a
meaningful acquisition, will be measured ($100 million per
year), particularly due to competition in Ventas' investment
niche.

Ventas' portfolio rent coverage (after management fees) is
strong at 1.7x. The recent expiration of Medicare reimbursement
givebacks, as well as Kindred's higher professional liability
expenses related to its Florida assets, will likely weigh on
near-term property-level cash flow resulting in diminished rent
coverage. However, pro forma for these adjustments, rent
coverage is expected to remain above 1.5x. Kindred is pursuing
options to exit Florida and is currently attempting to sublease
its facilities to a third party. An additional wild card that
has not been resolved are potential Medicaid cuts at the state
level due to budget deficits, which would further weaken rent
coverage. Ventas' rental stream should be relatively stable due
to lease adjustments provided to Kindred during its bankruptcy,
which set rents near the trough in the industry. This adjustment
contributes to the current strong rent coverage and should allow
Kindred to absorb a moderate level of government reimbursement
cuts and higher expenses. Ventas' rental stream does benefit
from embedded growth due to annual rent bumps of 3.5% that are
built into the master leases.

Management has shown its commitment to improving the balance
sheet and reducing its level of debt. While leverage remains
high relative to its peers, debt-to-undepreciated real estate
has declined to 64% from 84% at the end of 2000. On an adjusted
asset value basis (11% capitalization rate) leverage is a more
moderate 46%. Standard & Poor's includes $44 million remaining
on a U.S. Government settlement as debt. Ventas has swapped its
variable-rate debt for fixed, so it effectively has no variable-
rate exposure risk. Lower leverage and debt costs contribute to
improved debt service coverage of 1.9x, which includes $16
million of U.S. Government principal and interest payments (2.1x
excluding this payment). Total coverage of fixed charges,
including common dividends, is 1.1x, and results in roughly $15
million to $20 million of discretionary cash flow.

                         LIQUIDITY

The company's liquidity position has improved but remains
somewhat constrained. Last year's debt refinancing reduced
leverage and more importantly encumbrance levels. Encumbered
rent remains high at roughly 42% but this is down from 100%, and
secured debt-to-undepreciated assets is 30% (22% on a value
adjusted basis). Ventas has $150 million available under its
$290 million secured revolving credit facility. The debt
maturity schedule is manageable with no material maturities
until 2005 when the credit facility matures and 2006 when a $223
million CMBS financing matures. Additional liquidity could be
derived from strategic asset sales and monetizing Kindred stock,
which remains on Ventas' balance sheet.

                      OUTLOOK: STABLE

Long-term master leases with contractual rent bumps will
generate good internal growth. Ventas remains highly reliant on
the financial well-being of Kindred; however, good rent coverage
of each master lease allays some of the tenant concentration
risk and provides some cushion in the event of operator stress.
Standard & Poor's will monitor the company's
growth/diversification efforts and assumes they will be pursued
in a prudent manner.


WESTAR ENERGY: Names Michael F. Morrissey to Board of Directors
---------------------------------------------------------------
Westar Energy, Inc., (NYSE: WR) announced the appointment of
Michael F. Morrissey to its board of directors. Morrissey will
also serve on the board's Audit and Finance Committee.

Morrissey, a certified public accountant, retired in September
1999 as the managing partner of the Kansas City office of Ernst
& Young, LLP, a position he held since 1988. He joined Ernst &
Young in 1975. Morrissey is a member of the Ferrellgas, Inc.
board of directors, acting as chair of its audit committee.
Morrissey also is a board member for several private companies,
foundations and nonprofit organizations.

"Mike Morrissey's professional knowledge, auditing experience
and accomplishments are outstanding," said Charles Q. Chandler,
IV, Westar Energy chairman of the board. "His judgment and
guidance will be of great value to Westar Energy as the company
moves forward."

Morrissey is 60 and lives in Leawood, Kan. He has a bachelor of
business administration degree from the University of Notre Dame
and a master of business administration degree from Temple
University.

Westar Energy, Inc., (NYSE: WR) is the largest electric utility
in Kansas and owns interests in monitored security and other
investments. Westar Energy provides electric service to about
647,000 customers in the state. Westar Energy has nearly 6,000
megawatts of electric generation capacity and operates and
coordinates more than 36,600 miles of electric distribution and
transmission lines. The company has total assets of
approximately $6.4 billion, including security company holdings
through ownership of Protection One, Inc. (NYSE: POI) and
Protection One Europe, which have approximately 1.1 million
security customers. Through its ownership in ONEOK, Inc. (NYSE:
OKE), a Tulsa, Okla.- based natural gas company, Westar Energy
has a 27.4 percent interest in one of the largest natural gas
distribution companies in the nation, serving more than 1.4
million customers.

For more information about Westar Energy, visit
http://www.wr.com

                          *     *     *

As reported in Troubled Company Reporter's April 2, 2003
edition, Standard & Poor's Ratings Services said that its
ratings on Westar Energy Inc. (BB+/Developing/--) and subsidiary
Kansas Gas & Electric Co. (BB+/Developing/--) would not be
affected by the company's announcement of an annual loss of
$793.4 million in 2002. The bulk of this charge had already been
recorded in the first quarter of 2002 and relates to valuation
adjustments for the impairment of goodwill and other intangible
assets associated with 88%-owned Protection One Alarm Monitoring
Inc., Westar Energy's monitored security business.

The credit outlook is developing, indicating that ratings may be
raised, lowered, or affirmed. Upward ratings potential is solely
related to the Kansas Corporation Commission's approval of
Westar Energy's plan to reduce its onerous debt burden and
become a pure-play utility, as well as successful implementation
of Westar Energy's proposed transactions. Downside ratings
momentum recognizes the company's frail financial condition
coupled with execution risk of the plan, including possible KCC
rejection of the plan.


WHOLE FOODS: S&P Affirms BB+ Corporate Credit Rating
----------------------------------------------------
Whole Foods Market, Inc., (Nasdaq: WFMI) announced that Standard
& Poor's Ratings Services raised its rating outlook on the
Company to positive from stable and affirmed its 'BB+' corporate
credit rating on the Company.

The agency stated that the revised outlook reflects strong same-
store sales trends through the first quarter of 2003 despite a
weakened economy, and a more moderate financial policy due to
reduced debt levels in 2002 and less expected reliance on
acquisitions to grow its store base in future years.  S&P
further stated that should the Company continue to grow its
store base while improving credit protection measures and
liquidity over the next few years, a higher rating will be
considered.

Founded in 1980 in Austin, Texas, Whole Foods Market(R)
-- http://www.wholefoodsmarket.com-- is the largest natural and
organic foods supermarket retailer.  In fiscal year 2002, the
company had sales of $2.7 billion and currently has 143 stores
in the United States and Canada.


WHOLE LIVING: Chisholm & Assoc. Doubts Ability to Continue Ops.
---------------------------------------------------------------
Whole Living, Inc., was incorporated in the state of Nevada on
March 18, 1999.  On March 19, 1999 Brick Tower Corporation, an
Idaho corporation (formerly Hystar Aerospace Marketing
Corporation of Idaho), merged with Whole Living for the sole
purpose of changing Brick Tower's domicile from Idaho to Nevada.
In May of 1999, Whole Living completed a reverse merger with
Whole Living Inc., a Utah corporation.  Whole Living Utah had
been formed on November 25, 1998 and owned the products and
formulas presently being marketed by Whole Living, as well as
the trademark "Brain Garden."

Brain Garden, Inc., a Nevada corporation, was formed by Whole
Living on May 30, 2002, and Whole Living transferred the assets
related to the Brain Garden products to this wholly-owned
subsidiary.  Brain Garden is a total lifestyle company focused
on improving mental and physical performance.  Brain Garden
employs a network marketing system to sell its products to
customers and independent distributors, and it relies on
independent distributors to sponsor new distributors.

On July 8, 2002, Whole Living, Inc., Vestrio Corporation, a Utah
corporation, and Simple Online Solutions, LLC, a Utah limited
liability company, entered into an Agreement and Plan of
Reorganization by which Whole Living acquired Vestrio and Simple
Online Solutions through a stock-for-stock exchange.  However,
on December 31, 2002, this acquisition was rescinded.  Whole
Living indicates that the acquisition of these two companies was
completed in an arms-length transaction by issuing an aggregate
of 6,000,000 shares of Whole Living common stock to the seven
stockholders of Vestrio in exchange for 100,000 shares of
Vestrio common stock.  However, on December 31, 2002, the
parties agreed to rescind the agreement and the 6,000,000 shares
were canceled and returned to the corporate treasury.  As a
result, Whole Living transferred debts totaling approximately
$2,665,669, represented by promissory notes, to Vestrio and
recognized acquisition expenses of $145,350 related to the
rescinded acquisition.

The Company recorded a net loss of $2,159,039 for the 2002 year
compared to a net loss of $3,966,397 for the 2001 year.  Whole
Living has funded its cash requirements primarily through sales,
loans and private placements of its common stock.  At the year
ended December 31, 2002, it had no cash on hand with total
current assets of $724,125, compared to $96,232 cash on hand
with $698,100 in total current assets at the year ended December
31, 2001.  Total current liabilities were $1,776,015 at December
31, 2002, compared to $1,393,128 at the 2001 year end.  Accounts
payable, accrued expenses and the current portion of long-term
liabilities represented 86.7% of the total current liabilities
at the end of the 2002 year.

Concluding their audit of Whole Living's financials for the
periods ended December 31, 2002 and 2001 the firm of Chisholm &
Associates of North Salt Lake, Utah, says that the Company's
negative working capital, negative cash flows from operations
and recurring operating losses since inception all raise
substantial doubt about its ability to continue as a going
concern.


WINSTAR: Chapter 7 Trustee Asks Court to OK PwC Settlement Pact
---------------------------------------------------------------
Christine C. Shubert, the Chapter 7 Trustee for the estate of
Winstar Communications, Inc. et al, asks the Court to approve a
settlement agreement with PricewaterhouseCoopers.

Sheldon K. Rennie, Esq., at Fox Rothschild O'Brien & Frankel
LLP, in Wilmington, Delaware, informs the Court that the
Debtors' books and records indicate that PwC received total
payments amounting to $1,334,100 within 90 days of the Petition
Date. However, the Trustee's professionals acknowledged certain
valid defenses that PwC asserted under Section 547 of the
Bankruptcy Code, thereby reducing the amount of the potential
preferential payments that PwC received to $442,000.

Pursuant to Bankruptcy Code Section 547, if these payments were
made on account of an antecedent debt, they are preferences,
which are recoverable by the Debtors' estates, subject to
possible defenses, which would prevent these payments from being
recoverable.  PwC has asserted various defenses to the
Preference Claim.

Mr. Rennie notes that the Debtors' books and records also
indicate that PwC was owed $614,000 for accounting services
rendered to the Debtors during the pendency of the Debtors'
Chapter 11 cases pursuant to the "carveout" of the DIP Lenders'
superpriority claim as defined in the Debtors' Final Order
authorizing the Debtors to enter into postpetition credit
agreement and obtain postpetition financing, providing adequate
protection and granting liens, security interests and
superpriority claims.

On November 27, 2002, the Trustee sought to make a distribution
to professionals under "carveout" in the debtor-in-possession
credit agreement and to settle preference claims against certain
professionals.  On December 13, 2002, the Court granted the
Trustee's request.  Pursuant to the Carveout Order, the Trustee
was given authority to settle preference claims against
professionals holding claims under the Carveout before paying
any claims under the Carveout.

The Trustee and PwC have engaged in good faith settlement
negotiations pursuant to the Carveout Order.  These negotiations
have culminated in the parties entering into a settlement
agreement to fully and finally resolve the Claims.  The salient
terms of the settlement agreement are:

    A. in full satisfaction of the Claims, the Trustee will pay
       PwC $225,000; and

    B. the parties agree to mutually release each other from any
       and all claims.

Rule 9019 of the Federal Rules of Bankruptcy Procedure provide
that "[o]n motion by the [T]rustee and after notice and a
hearing, the court may approve a compromise or settlement.
Notice shall be given to creditors, the United States trustee,
the debtor . . . and to any other entity as the court may
direct."

Mr. Rennie reminds the Court that the Trustee is obligated to
maximize the value of the estate and make decisions in the best
interests of all of the estate's creditors.  The Trustee
believes that the approval of the Settlement Agreement is in the
best interests of the estate and all of the creditors,
especially in light of the cost, uncertainty and delay of
litigation.  Courts generally defer to a trustee's business
judgment when there is a legitimate business justification for
the trustee's decision.

In determining whether a settlement should be approved under
Bankruptcy Rule 9019, the Court must "assess and balance the
value of the claim that is being compromised against the value
to the estate of the acceptance of the compromise proposal."  In
striking this balance, courts should consider four factors:

    1. the probability of success in the litigation;

    2. the likely difficulties in collection;

    3. the complexity of the litigation involved, and the
       expense, inconvenience and delay necessarily attending
       it; and

    4. the paramount interest of the creditors."

With the Settlement Agreement, the Trustee is avoiding the need
for costly litigation and believes this is a fair and reasonable
resolution of the Claims, in light of the defenses PwC asserted
to the Preference Claim, and the Carveout Claim PwC holds
against the estate. (Winstar Bankruptcy News, Issue No. 41;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


WOLVERINE TUBE: Will Publish First Quarter Results on April 24
--------------------------------------------------------------
Wolverine Tube, Inc., (NYSE: WLV) plans to report earnings for
the first quarter ending March 30, 2003 on Thursday, April 24,
2003.  A news release and supporting financial data will be
released to the news wire services and the New York Stock
Exchange before the market opens, and a conference call will be
held at 9:30 a.m. Central (10:30 a.m. Eastern).

Wolverine Tube Inc., also announced that the location for the
2003 Annual Meeting of Stockholders scheduled to be held on
May 14, 2003 at 8:30 a.m., local time, has been changed to The
American Conference Centers, 780 Third Avenue, New York, New
York, 10017.

Wolverine Tube, Inc., is a world-class quality partner,
providing its customers with copper and copper alloy tube,
fabricated products, metal joining products as well as copper
and copper alloy rod, bar and other products.  Internet
addresses: http://www.wlv.comand http://www.silvaloy.com

                      *     *     *

As previously reported, Standard & Poor's affirmed Wolverine
Tube Inc.'s 'BB-' corporate credit rating and removed it from
CreditWatch on March 25, 2002, after the company sold $120
million of senior unsecured notes and obtained a new $37.5
million revolving credit facility maturing in 2005. Rating
outlook is negative.

The rating reflects a business profile with defensible positions
in niche segments, offset by a narrow product line, cyclical
markets, significant customer concentration, and moderately
aggressive use of debt. Wolverine, a major manufacturer of
custom engineered, value-added copper and copper alloy tubing,
holds leading market shares in commercial products, which
account for about 68% of pounds shipped and roughly 80% of gross
profits. The largest market is the heating, ventilation, and air
conditioning industry, with a significant amount of activity
related to the ordinary replacement of unitary air conditioners,
sales of which are sensitive to summer weather patterns.


WORLDCOM INC: Files Proposed Chapter 11 Reorg. Plan in S.D.N.Y.
---------------------------------------------------------------
WorldCom, Inc., (WCOEQ, MCWEQ) filed its proposed Plan of
Reorganization with the U.S. Bankruptcy Court for the Southern
District of New York, delivering on the company's "fast track"
Chapter 11 reorganization schedule.  Additionally, the company
announced the appointment of Robert T. Blakely as its new CFO, a
brand name change to MCI, and the relocation of its corporate
headquarters to Ashburn, Va.

"We committed to file our Plan of Reorganization by April 15
and we delivered," said MCI's Chairman and CEO Michael Capellas.
"Today's accomplishments are a tribute to our management team,
advisors and major creditor constituencies.  It is also an
example of the tremendous will-to-win of the MCI employees, who
worked with an outrageous sense of urgency."

"Our company has demonstrated a new fast and focused attitude
and a commitment to emerge from Chapter 11 later this year as a
leaner, stronger competitor," said Capellas.  "From this day
forward, our focus will be on serving our customers,
strengthening our core assets, executing on our three-year
business plan, and solidifying our position as the industry's
leading Internet Protocol communications provider."

                 Proposed Plan of Reorganization

Representatives of the company's senior noteholder groups have
agreed upon the economic terms of the proposed Plan.  These
groups represent a majority of the company's Official Committee
of Unsecured Creditors that hold in excess of 90 percent of the
dollar value of the claims in the company's Chapter 11 cases.
The terms of the proposed Plan substantively consolidate the
estates of the WorldCom and Intermedia entities, respectively,
and reflect a settlement of various litigation arguments each
group could have asserted.  As part of the Plan, the company
also agreed to a proposed capital structure for the reorganized
company that will include approximately $3.5 billion-$4.5
billion in debt, net of cash.

****
**** A full-text copy of the Plan is available at no charge at:
****
****      http://bankrupt.com/misc/4246WCOMPlan.pdf
****

The company also filed a Disclosure Statement that explains the
details of the proposed Plan.  The proposed Plan and the
Disclosure Statement will be available at the company's
Restructuring Information Desk at http://www.mci.com

The company will request that a hearing on the adequacy of
the Disclosure Statement and related procedures to solicit votes
in favor of the Plan be scheduled by the Bankruptcy Court for
May 19, 2003.

                     100-Day Plan Completed

Capellas and his team announced in January 2003 a 100-Day Plan,
the conclusion of which was today's filing.  During the 100
days, the company implemented a number of new corporate
governance measures.  The company restructured its Board of
Directors and installed a new leadership team.  It has an active
Ethics Office that, among other things, is implementing ethics
and financial reporting training and enforcing a new Code of
Ethics and Business Conduct.

In March, the company became the first nationwide local phone
company, expanding its Neighborhood(SM) offering to 48
contiguous states and Washington, D.C.  Also, its integrated
voice, data and Internet enterprise offering, MCI Advantage(SM),
more than doubled its reach to serve all 94 U.S. metropolitan
areas in which MCI has owned, local service facilities.

                New CFO, Robert T. Blakely, Appointed

MCI appointed Blakely, who has served as Executive Vice
President and Chief Financial Officer of both Tenneco Inc. and
Lyondell Chemical, to fill its Chief Financial Officer position.
Blakely recently competed a four-year appointment as a member of
the Financial Accounting Standards Advisory Council, which
advises the Financial Accounting Standards Board on issues
relating to full and complete financial reporting and
disclosure. He also served as a founding member of Standard &
Spoor's Issuer Advisory Council.

"Bob's 30 years of experience and reputation for upholding the
highest standards will be a tremendous asset to MCI as we strive
to regain trust with customers, employees and the financial
community," said Capellas.  "His background in accounting,
internal controls, capital markets and general management makes
him the ideal executive to lead our finance organization, help
the emerge from Chapter 11 protection later this year, and work
closely with the investment community post-emergence."

Blakely will be based at MCI's corporate headquarters in
Ashburn, Va.

             Moving Forward with MCI Brand and Strategy

As part of its efforts to move forward, the company is unifying
under a new corporate banner -- MCI.  The company's wholesale
business will be sub-branded as UUNET.

"We wanted a new name that would make us proud," said Capellas.
"Once we evaluated our branding options, we realized that we
already had a winner -- MCI.  With established brand equity and
a name that stands for integrity, innovation and value, we're
ready to regain our leadership position in the marketplace."

The company will launch a global multi-media advertising
campaign, which begins today on U.S. television and in print and
online throughout the U.S., Europe and Asia-Pacific.  The
campaign reinforces the company's three-year business plan,
which outlines initiatives to position the company as a leader
in the move toward convergence of local, long-distance and data
services.


WORLDCOM: Intends to Enter into Discount Plans with SBC Comms.
--------------------------------------------------------------
Marcia L. Goldstein, Esq., at Weil Gotshal & Manges LLP, in New
York, informs the Court that WorldCom purchases certain
telecommunications services pursuant to tariffs filed by
incumbent and competitive local exchange carriers in accordance
with the Telecommunications Act of 1996.  Tariffs are schedules
of rates, terms and conditions by which the LECs agree to
provide services to their customers.  Tariff services are
purchased by submitting a contract known as Access Service
Requests to the LEC.

SBC Communications, Inc., through its Ameritech operating
subsidiaries and its Southwestern Bell operating subsidiaries,
offers discount pricing plans for certain circuits purchased
pursuant to ASRs.  These discount plans are offered under
tariffs filed in the Ameritech and Southwestern Bell
territories.

Specifically, Ms. Goldstein explains that Ameritech offers a
discount commitment plan to its wholesale customers for
dedicated DS0 and DS1 Circuits purchased under ASRs.  Pursuant
to the Ameritech Discount Plan, customers are provided with
significant discounts to the monthly charges for DS0 and DS1
Circuits in exchange for a commitment to maintain a specified
number of DS0 and DS1 Circuits in the Ameritech territories.
The Ameritech tariff provides that a customer must maintain at
least 90% of the Circuit base that is installed as of the time
the customer enrolls in the Ameritech Discount Plan.  The
Debtors estimate that the Ameritech Discount Plan would reduce
the monthly charges for Circuits under this plan by $1,600,000
or $96,000,000 over the 60-month term of the plan.

The Debtors have determined that that they will require at least
90% of the Circuit base over the commitment term of the
Ameritech Discount Plan.  Moreover, the Ameritech Discount Plan
is not Circuit specific, meaning that customers need not
designate or maintain specific Circuits under the plan so long
as the total number of Circuits in a territory exceeds the
Commitment Level. The ability to disconnect Circuits that are no
longer needed and order new Circuits as necessary accommodates
WorldCom's changing customer base and provides WorldCom with
essential flexibility to continue to optimize its network and
reduce unnecessary expenses.

According to Ms. Goldstein, Southwestern Bell offers an optional
payment plan to its wholesale customers for DS1 Circuits
purchased under ASRs.  Pursuant to the Southwestern Bell Payment
Plan, customers are provided with significant discounts to the
monthly charges for DS1 Circuits in exchange for exceeding a
minimum monthly revenue commitment for a specified number of
months.  The Debtors estimate that, with a 60-month Term
Commitment, the Southwestern Bell Payment Plan would reduce the
monthly charges for Circuits under the plan by $4,400,000 or
$264,000,000 over the 60-month term of the plan.

The Debtors have determined that they will require an amount of
Circuits that will enable the Debtors to meet or exceed the
Revenue Commitment that will be established for the 60-month
Term Commitment.  Similar to the Ameritech Discount Plan, Ms.
Goldstein states that the Southwestern Bell Payment Plan is not
Circuit specific and, in addition, allows a customer to exceed
the Revenue Commitment by as much as 25% without penalty.  In
the event the customer exceeds the 25% threshold, the plan
provides the customer with the option, on a quarterly basis, of
increasing the Revenue Commitment or paying a 5% monthly
adjustment factor. Accordingly, WorldCom can structure the
Revenue Commitment to maximize savings while at the same time
accommodate its changing customer base and network optimization
efforts.

By this motion, the Debtors seek the Court's authority to enter
into the Plans.  The Debtors strongly believe that the entry
into these types of discount plans generally, and the Plans
specifically, is within the ordinary course of their business
and does not, as a rule, require Court approval.  These Plans
are available to any entity like WorldCom and WorldCom enters
into these types of plans on a regular basis.

However, even if Bankruptcy Court approval is required in this
instance, Ms. Goldstein believes that approval is warranted
because entering into the Plans is within the Debtors' sound
business judgment.

Since the Petition Date, Ms. Goldstein tells the Court that the
Debtors have, on an on-going basis, analyzed their network
requirements.  The Debtors have determined that, over the
commitment periods of the Plans, they will require an amount of
Circuits in the Ameritech and Southwestern Bell territories of
not less than the amount of Circuits that the Debtors are
committing to maintain under the Plans.

In addition, the Debtors estimate that entering into the Plans
will save them $6,000,000 per month on an aggregate basis or
$360,000,000 over the 60-month commitment period under the
Plans. The Plans also provide the Debtors with the flexibility
necessary to accommodate their changing customer base and
continue to optimize their network and reduce unnecessary
expenses. (Worldcom Bankruptcy News, Issue No. 23; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


WORLDPORT COMMS: Posts Preliminary Results of Self-Tender Offer
---------------------------------------------------------------
WorldPort Communications, Inc., (OTCBB:WRDP) announced the
preliminary results of its self-tender offer to purchase all of
its outstanding common stock (OTC:WRDP) at an offer price of
$0.50 per share, net to the seller in cash, without interest
thereon. The offer expired at 5:00 p.m., New York City time, on
Friday, April 11, 2003.

Based on a preliminary count by Alpine Fiduciary Services, the
depositary for the offer, 6,137,015 shares of WorldPort common
stock were properly tendered and not withdrawn. The number of
shares properly tendered and not withdrawn is preliminary and
subject to final verification by the depositary. The actual
number of shares validly tendered and accepted for purchase will
be announced promptly following completion of the verification
process. After such announcement, the depositary will issue
payment for shares validly tendered and accepted for purchase
under the tender offer.

                           *   *   *

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


YUM! BRANDS: Fitch Affirms BB+ Ratings with Positive Outlook
------------------------------------------------------------
Fitch Ratings has affirmed the 'BB+' rating for Yum! Brands,
Inc.'s senior unsecured notes and unsecured $1.2 billion bank
credit facility. The Rating Outlook is changed to Positive.
The affirmation reflects YUM's steady operating performance,
continued growth in international markets, and stable leverage.
The change in the Outlook reflects the expectation for continued
success with YUM's multibranding initiative, and for improved
leverage as debt levels are reduced from cash flow.

Same-store sales in the U.S. grew 2% on a blended basis in 2002
(not including Long John Silver's and A&W). Taco Bell had the
strongest same-store sales of all YUM's brands in 2002. The
first quarter of 2003 was slightly negative, but this is
compared to 8% growth in the same quarter in 2001. Same-store
sales have declined at KFC for the past two quarters due to a
challenging comparison with the prior year and minimal
promotional news. The intensified competition in the pizza
category has also caused same-store sales to decline at Pizza
Hut in the first quarter of 2003. Internationally, YUM should
continue to generate good growth from its expansion of KFC and
Pizza Hut in markets such as the UK, China, Korea and Mexico.

YUM has generated solid performance to-date from multibranding
with recently-acquired Yorkshire BrandsGlobal Restaurants' Long
John Silver's and A&W restaurants. In 2002, almost half of YUM's
multibranding included one of these two brands and Fitch expects
this number to increase significantly in 2003. The continuation
of multibranding is an important component of YUM's strategy for
the saturated and highly competitive U.S. market. Given the
strong initial results, Fitch expects YUM will be able to
sustain modest same-store sales growth in the near-to-immediate
term.

Financial leverage was steady in 2002 despite the cash
acquisition of Yorkshire for $320 million. Adjusted leverage
(defined as debt plus eight times rent divided by EBITDA plus
rent) remained at 3.0 times in 2002, the same as in 2001. Fitch
expects leverage will decline in 2003, as free cash flow is
directed toward a mix of debt reduction and share repurchases.

YUM franchises, operates or licenses approximately 33,000
restaurants in more than 100 countries. Core brands include KFC,
Taco Bell and Pizza Hut each of which is a leader in its
respective segment. YUM acquired Yorkshire Global Restaurants,
Inc., owner of Long John Silver's and A&W All-American Food
Restaurants, in May 2002 for $320 million, including assumed
debt. YUM was established as Tricon Global Restaurants, Inc.
through a tax-free spin-off from PepsiCo, Inc. in 1997. YUM
changed its name after the Yorkshire acquisition.


* Rick Cieri Moves to New York & Joins Gibson, Dunn & Crutcher
--------------------------------------------------------------
Richard (Rick) M. Cieri, Esq., has joined Gibson, Dunn &
Crutcher LLP as a Partner in the New York office and Chair of
the firm's Business Restructuring and Reorganization Practice
Group.  Recognized by The American Lawyer magazine as one of the
top 10 corporate dealmakers in the nation and by Turnarounds &
Workouts as one of the country's outstanding bankruptcy lawyers,
Cieri joins the firm from Jones, Day, Reavis & Pogue, where he
was Chair of the Business Restructuring and Reorganization
practice.  He has been involved in some of the largest Chapter
11 cases in the country.  Cieri brings to Gibson Dunn more than
21 years' experience representing debtors, creditors' committees
and secured creditors in restructurings and bankruptcies and
advising boards of directors of troubled companies.

Gibson Dunn Managing Partner Ken Doran said, "We are thrilled to
have Rick join Gibson Dunn. We have known Rick for years and his
reputation as a first- rate practitioner precedes him. We are
confident that his proven leadership, widely acknowledged
experience and client skills will have an immediate impact on
our national bankruptcy and restructuring group," said Doran.

Cieri has played a key role in many of the country's largest
Chapter 11 cases and business restructuring matters,
representing clients such as Federated Department Stores,
Inc./Allied Stores Corporation; LTV Steel Company, Inc.;
Laidlaw, Inc.; The Loewen Group; Purina Mills, Inc.; Fruehauf
Trailer Corporation,; Montgomery Ward Holding Corp.,
Incorporated; Napster, Inc.; Morrison Knudsen Corporation; Trans
World Airlines, Inc. and Cardinal Industries, Inc., as well as
creditors' committees in cases such as K-Mart Corporation,
Olympia & York Developments Limited and Specialty Foods
Corporation.

Gibson, Dunn & Crutcher LLP has offices in Los Angeles, New
York, Washington, D.C., San Francisco, Palo Alto, Century City,
Orange County, Dallas and Denver.  European operations include
offices in London, Paris and Munich.


* Large Companies with Insolvent Balance Sheets
-----------------------------------------------
                                Total
                                Shareholders  Total     Working
                                Equity        Assets    Capital
Company                 Ticker  ($MM)          ($MM)     ($MM)
-------                 ------  ------------  -------  --------
Advisory Board          ABCO        (16)          48      (20)
Alliance Imaging        AIQ         (79)         658       25
Alaris Medical          AMI         (32)         586      173
Amazon.com              AMZN     (1,353)       1,990      550
Arbitron Inc.           ARB        (100)         156       (2)
Alliance Resource       ARLP        (46)         288      (16)
Altiris Inc.            ATRS         (6)          13       (8)
Actuant Corp            ATU         (44)         295       18
Avon Products           AVP         (91)       3,327       73
Saul Centers Inc.       BFS         (13)         388      N.A.
Big 5 Sporting Goods    BGFV        (23)         252       66
Blount International    BLT        (369)         428       91
Choice Hotels           CHH        (114)         314      (37)
Campbell Soup Co.       CPB        (114)       5,721   (1,479)
Echostar Comm           DISH     (1,205)       6,260    1,674
Dun & Brad              DNB         (19)       1,521     (104)
Hollywood Casino        HWD         (92)         553       89
Imax Corporation        IMAX       (118)         261       36
Imclone Systems         IMCL         (5)         474      295
Gartner Inc             IT           (5)         824       18
Jostens                 JOSEA      (540)         375      (40)
Journal Register        JRC          (4)         701      (20)
Kos Pharmaceuticals     KOSP        (75)          70      (55)
Level 3 Comm Inc.       LVLT       (240)       8,963      581
Memberworks Inc.        MBRS        (21)         281     (100)
Moody's Corp.           MCO        (327)         630     (190)
McDermott International MDR        (417)       1,278     (154)
McMoRan Exploration     MMR         (30)          73        5
Medical Staffing        MRN         (33)         162       55
MicroStrategy           MSTR        (69)         104       23
MTC Technologies        MTCT          0           26       10
Northwest Airlines      NWAC     (1,483)      13,289     (762)
Petco Animal            PETC        (11)         555      113
Proquest Co.            PQE         (45)         628     (140)
Per-Se Tech Inc.        PSTI        (50)         203       24
Qwest Communications    Q        (1,094)      31,228   (1,167)
Sepracor Inc.           SEPR       (392)         727      430
St. John Knits Int'l    SJKI        (76)         236       86
Talk America            TALK        (74)         165       36
UnitedGlobalCom         UCOMA    (3,284)       9,039   (8,279)
United Defense I        UDI         (30)       1,454      (27)
UST Inc.                UST         (47)       2,765      829
Valassis Comm.          VCI         (33)         386       80
Ventas Inc.             VTR         (54)         895      N.A.
MEMC Electronic         WFR         (25)         238       13
Western Wireless        WWCA       (274)       2,370     (105)
Xoma Ltd.               XOMA        (11)          72       30

                          *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices
are obtained by TCR editors from a variety of outside sources
during the prior week we think are reliable.  Those sources may
not, however, be complete or accurate.  The Monday Bond Pricing
table is compiled on the Friday prior to publication.  Prices
reported are not intended to reflect actual trades.  Prices for
actual trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy
or sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies
with insolvent balance sheets whose shares trade higher than $3
per share in public markets.  At first glance, this list may
look like the definitive compilation of stocks that are ideal to
sell short.  Don't be fooled.  Assets, for example, reported at
historical cost net of depreciation may understate the true
value of a firm's assets.  A company may establish reserves on
its balance sheet for liabilities that may never materialize.
The prices at which equity securities trade in public market are
determined by more than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged. Send announcements to
conferences@bankrupt.com.

Bond pricing, appearing in each Thursday's edition of the TCR,
is provided by DebtTraders in New York. DebtTraders is a
specialist in global high yield securities, providing clients
unparalleled services in the identification, assessment, and
sourcing of attractive high yield debt investments. For more
information on institutional services, contact Scott Johnson at
1-212-247-5300. To view our research and find out about private
client accounts, contact Peter Fitzpatrick at 1-212-247-3800.
Real-time pricing available at http://www.debttraders.com/

Each Friday's edition of the TCR includes a review about a book
of interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911. For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                          *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published by
Bankruptcy Creditors' Service, Inc., Trenton, NJ USA, and Beard
Group, Inc., Washington, DC USA. Yvonne L. Metzler, Bernadette
C. de Roda, Donnabel C. Salcedo, Ronald P. Villavelez and Peter
A. Chapman, Editors.

Copyright 2003.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without
prior written permission of the publishers.  Information
contained herein is obtained from sources believed to be
reliable, but is not guaranteed.

The TCR subscription rate is $675 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.

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