TCR_Public/030416.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

            Wednesday, April 16, 2003, Vol. 7, No. 75

                          Headlines

ADELPHIA COMMS: First Section 341(a) Meeting Slated for Sept. 24
ADEPT TECHNOLOGY: Commences Trading on OTCBB Effective April 15
ADVANCED GLASSFIBER: Delaware Court Fixes May 2 Claims Bar Date
ADVANCED TECH.: Proceeding with Merger Talks with LTDnetwork
AIRGAS: Plans to Acquire Delta Safety Supply Assets & Operations

AMERCO: Gary B. Horton Stepping Down as Company's Treasurer
AMERICA WEST: Restructures Management Under Cost-Cutting Plan
AMERICAN AIRLINES: Flight Attendants to Continue Balloting Today
AMERICAN AIRLINES: S&P Keeps Junk Ratings on Watch Developing
AMERICAN GENERAL: Fitch Cuts Ratings on Class B Notes to B-/CCC

AMERICAN TOWER: Will Publish First Quarter Results by Month-End
ANC RENTAL: Seeks Approval of $1.2MM Sherer Purchase Agreement
ARIBA INC: Appoints Leo Keeley to Head Asia Pacific Operations
ARMSTRONG HLDGS.: Files 2nd Amended Plan & Disclosure Statement
ATLANTIC COAST: Q1 Earnings to Differ from Consensus Estimates

ATLAS AIR: Units Reach Debt Restructuring Agreement with GECAS
AURORA FOODS: Working with NYSE on Listing Standards Compliance
BALLANTRAE HEALTHCARE: Wants Additional Time to File Schedules
BANCA ANTONIA POPOLARE: Commences New York Branch Liquidation
BESTNET: Raises Over $1 Million in Private Placement Financing

BLACK HILLS: Promotes David Emery as COO for Retail Operations
BURLINGTON INDUSTRIES: Hires MBL and DrKW as Investment Bankers
CELLPOINT INC: First Creditors' Meeting to Convene on May 12
CELLSTAR CORP: First Quarter Net Loss Tops $17 Million
CHAMPIONLYTE PRODUCTS: Names David Goldberg as Company President

COMDISCO INC: Makes Final Redemption of 11% Sub. Secured Notes
CONSECO FINANCE: Asks Court to Fix Mar 15, 2003 Claims Bar Date
CONSECO INC: Judge Doyle Says No to TOPrS Committee Plan Idea
CONTINUCARE: Assumes Independent Physician Network Management
COVANTA ENERGY: Balks at Town of Babylon's $13.37-Million Claim

DIRECTV LATIN AMERICA: Look for Schedules & Statements Tomorrow
DOMINION RESOURCES: Liebman Goldberg Airs Going Concern Doubt
DYNAMOTIVE ENERGY: Initiates Another Round of Financing for $2MM
EAU CLAIRE MATTRESS: Case Summary & 20 Largest Unsec. Creditors
EAGLE FOOD: Has Until June 6 to File Schedules and Statements

EDITING CONCEPTS: Section 341(a) Meeting to Convene on May 9
ENRON CORP: EPMI Sues Smurfit-Stone Container to Recoup $18 Mil.
EQUISTAR CHEMICALS: S&P Rates $325M Senior Unsecured Notes at BB
FAO INC: Exit Financing & Chapter 11 Plan Fall Apart
FEDERAL-MOGUL: Asbestos Committee Hires Anderson Kill as Counsel

FINET.COM: Brings-In Harry Kraatz as Chief Restructuring Officer
FLEMING: Honoring Up to $7-Mil. of Shipping & Warehousing Claims
FOUNTAIN POWERBOAT: Ability to Continue Operations Uncertain
GENTEK: Tort Claimants Seek PI Claimant Committee's Appointment
GLOBAL CASINOS: Capital Insufficient to Meet Current Obligations

GLOBAL CROSSING: Continues Consolidated Graphics Supply Contract
GLOBE METALLURGICAL: UST Sets First Creditors Meeting for May 6
HAWAIIAN AIRLINES: Signing-Up Thompson & Chan as ERISA Counsel
HAYES LEMMERZ: Wants to Preserve Exclusivity Until June 16, 2003
HEALTHCARE INTEGRATED: Auctioning-Off All Assets Today

HENNINGER MEDIA: Emerges from Bankruptcy Proceeding on Schedule
HOLLINGER: S&P Junks Ratings Due to Going Concern Uncertainty
HUGHES ELECTRONICS: Reports Improved Results for First Quarter
INNOVEX INC: March 31 Working Capital Deficit Widens to $5 Mill.
INTEGRATED HEALTH: Earns Blessing to Hire TriAlliance as Broker

INTERTAPE POLYMER: Consolidating 3 Regional Distribution Centers
J. CREW: S&P Hatchets Ratings to CC After Planned Exchange Offer
JP MORGAN: S&P Cuts Ratings on Class J & K to Low-B/Junk Levels
KAISER: New Debtors Want More Time to Evaluate Unexpired Leases
KEY3MEDIA GROUP: All Proofs of Claim Due Tomorrow

KMART CORP: Creditors Accept Proposed Joint Reorganization Plan
KMART CORP: Gets Go-Signal to Sell Sheffield Property for $7.3MM
LAIDLAW INC: Feb. 28 Balance Sheet Insolvency Tops $1.3 Billion
LOUDEYE CORP: External Auditors Express Going Concern Doubt
MED DIVERSIFIED: Court Fixes April 21, 2003 Claims Bar Date

MERRIMAC INDUSTRIES: Delays Filing of Fin'l Report on Form 10KSB
MIDLAND STEEL: Court Okays W.Y. Campbell as Investment Bankers
NAT'L STEEL: USWA Says AK Offer May Result in Asset Liquidation
NAT'L STEEL: USWA Executive Board Backs Potential Strike Action
NTELOS INC: December 31 Net Capital Deficit Stands at $343 Mill.

NVR INC: S&P Ups Ratings Due to Strong Debt Protection Measures
OZ COMMUNICATIONS: Shareholders Approve Plan of Dissolution
PEABODY ENERGY: Names Lars Scott Director of Government Affairs
PROVANT: Closes Sale of Senn-Delaney Leadership Consulting Div.
RECOTON CORPORATION: Look for Schedules & Statements by June 8

RITE AID: S&P Places B Corp. Credit Rating on Watch Positive
RURAL CELLULAR: S&P Keeping Watch on B Corporate Credit Rating
RURAL CELLULAR: Will be Paying Quarterly Preferred Dividends
SERVICE MERCHANDISE: Court OKs Innisfree's Appointment as Agent
STARGATE.NET: Files for Chapter 11 Protection in Pennsylvania

STARGATE.NET INC: Case Summary & 7 Largest Unsecured Creditors
SUPERIOR TELECOM: Sells Elizabethtown, Kentucky Land & Building
UNITED AIRLINES: Agrees to Joing Sabre DCA Three-Year Option
UNITED AIRLINES: Reaches Settlement Agreement with IRS
WABASH NATIONAL: Amends Financial Covenants Under Credit Pacts

WESTERN WIRELESS: Files Form S-3 Shelf Registration Statement
WILLIS GROUP: S&P Assigns Various Prelim. Ratings at Low-B Level
WINSTAR COMMS: Court Allows $12M Interim Distribution to Lenders
WORLDCOM INC: Urges Court to Approve AOL Settlement Agreement
XCEL ENERGY: Unit Files Form S-3 re $500-Million Debt Offering

XTO ENERGY: S&P Affirms BB Rating over Improved Credit Quality

* Fitch Ratings Says U.S. Default Volume Down 75% in Q1 2003
* Stephen Fraidin Boosts Kirkland & Ellis' M&A Practice

* Meetings, Conferences and Seminars

                          *********

ADELPHIA COMMS: First Section 341(a) Meeting Slated for Sept. 24
----------------------------------------------------------------
The United States Trustee for the Southern District of New York
has called for a meeting of the Adelphia Communications Debtors'
Creditors pursuant to 11 U.S.C. Sec. 341(a) to be held on
September 24, 2003 at 1:00 p.m. at the Office of the U.S.
Trustee, located at 80 Broad Street, Second Floor in New York,
New York 10004.  All creditors are invited, but not required, to
attend.  This Official Meeting of Creditors offers the one
opportunity in a bankruptcy proceeding for creditors to question
a responsible office of the Debtors under oath. (Adelphia
Bankruptcy News, Issue No. 32; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


ADEPT TECHNOLOGY: Commences Trading on OTCBB Effective April 15
---------------------------------------------------------------
Adept Technology, Inc.'s (Nasdaq/NMS:ADTK) securities were
delisted from The Nasdaq Stock Market as of the open of business
on Tuesday, April 15, 2003, and immediately commenced trading on
the OTC Bulletin Board on April 15, 2003, under the symbol ADTK.

The Company previously announced that it had received Nasdaq
Staff Determinations indicating that the Company's securities
were subject to delisting from The Nasdaq National Market as a
result of the Company's failure to comply with certain
quantitative requirements for continued listing on the NNM and
denying the Company's application to transfer the listing of its
securities from the NNM to The Nasdaq SmallCap Market. At the
Company's request, a hearing was held on March 13, 2003 before a
Nasdaq Listing Qualifications Panel to appeal the delisting
decision. On April 11, 2003, the Company received a notice from
Nasdaq that the Listing Qualifications Panel rejected the
Company's appeal of the delisting decision and determined to
delist the Company's securities from the Nasdaq Stock Market
effective Tuesday, April 15, 2003.

Adept Technology, Inc., designs, manufactures and markets
intelligent production automation solutions for the photonics,
telecommunication, semiconductor, automotive, appliance, food
and life sciences industries throughout the world. Adept
products are used for small parts assembly, material handling
and ultra precision process applications and include robot
mechanisms, real-time vision and motion controls, machine vision
systems, system design software, process knowledge software,
precision solutions and other flexible automation equipment.
Adept was incorporated in California in 1983. More information
is available at http://www.adept.com

                         *     *     *

               Liquidity and Capital Resources

In its SEC Form 10-Q filed for the period ended December 28,
2002, the Company reported:

"As of December 28, 2002, we had working capital of
approximately $13.0 million, including $8.2 million in cash and
cash equivalents.

"Cash and cash equivalents decreased $13.5 million from June 30,
2002. Net cash used in operating activities of $13.2 million was
primarily attributable to our net loss and decrease in other
accrued liabilities offset in part by a decrease in accounts
receivable and inventories and increase in accounts payable.
The decrease in accounts receivable of $2.1 million reflects a
decline in revenues in recent quarters.  Cash provided by
investing activities during the six months ended December 28,
2002 was $3.8 million, due to the sale of short-term investments
of $4.3 million, which was partially offset by property and
equipment purchases of $0.3 million and business acquisition
costs of $0.2 million.  Cash provided by financing activities of
$0.2 million was related to proceeds from our employee stock
incentive plan.

"On August 30, 2002, upon the acquisition of Meta, we assumed a
$500,000 revolving line of credit with Meta's lender, Paragon
Commercial Bank, terminating in September 2003 and bearing
interest at 1% plus the prime rate announced from time to time
by the Wall Street Journal. Of this line of credit, $494,000 was
outstanding at the time of acquisition and at December 28, 2002.
The credit facility does not contain any financial covenants and
is secured by a $500,000 cash deposit with Paragon Commercial
Bank.  The cash deposit is classified as other current assets.

"On October 29, 2001, we completed a private placement with JDS
Uniphase Corporation of $25.0 million in our convertible
preferred stock consisting of 78,000 shares of Series A
Convertible Preferred Stock and 22,000 shares of Series B
Convertible Preferred Stock . Both the Series A Preferred and
the Series B Preferred are entitled to annual dividends at a
rate of $15 per share. Dividends are cumulative and are payable
only in the event of certain liquidity events as defined in the
statement of preferences of the Preferred Stock, such as a
change of control or liquidation or dissolution of Adept.  No
dividends on our common stock may be paid until  dividends  for
the fiscal year and any prior years on the  Preferred  Stock
have been paid or set apart, and the Preferred Stock will
participate in any dividends paid to the common stock on an
as-converted basis.  The Preferred Stock may be converted into
shares of our Common  Stock at any time,  and in the absence of
a liquidity  event or earlier conversion or  redemption,  will
be converted into common stock upon October 29, 2004.  We  have
agreed  to  use  our  reasonable  commercial  efforts  to  seek
shareholder  approval to extend this automatic conversion date
for the Preferred Stock until October 29, 2005.  The Preferred
Stock may be converted into shares of our  Common  Stock  at a
rate of the  initial  purchase  price  divided  by a denominator
equal to the lesser of $8.18,  or 75% of the 30 day average
closing price of our Common Stock immediately preceding the
conversion date. However, as a result of a waiver of events of
default by the preferred stockholder other than in connection
with certain liquidity events that are not approved by the
Board of Directors of Adept, in no event shall the denominator
for the determination  of the conversion  rate with respect to
the Series B Preferred be less than $4.09 and with  respect to
the Series A Preferred  be less than $2.05, other than in
connection with certain  liquidity events that are not approved
by the Board of Directors of Adept.  The Preferred  Stock shall
not be convertible, in the aggregate, into 20% or more of our
outstanding voting securities and no holder of Preferred  Stock
may convert shares of Preferred  Stock if, after the conversion,
the holder will hold  20% or  more  of our outstanding voting
securities.  Shares not permitted to be converted  remain
outstanding, unless redeemed, and become  convertible  when such
holder  holds less than 20% of our outstanding  voting
securities.  The Preferred Stock has voting rights equal to the
number of shares  into  which the  Preferred  Stock  could be
converted  as determined  in the  designation  of  preferences
assuming a conversion  rate of $250.00 divided by $8.18.

"In December 2002, Adept and JDS Uniphase agreed to terminate
the supply, development and license  agreement  entered into by
them in October 2001.  Under this  agreement, we were obligated
to work with JDS Uniphase's internal automation organization,
referred to as Optical Process Automation, or OPA, to develop
solutions for component and module manufacturing processes for
sub-micron tolerance assemblies. JDS Uniphase retained sole
rights for fiberoptic applications developed  under  this
contract.  For non-fiberoptic applications of component and
module  manufacturing  processes developed by OPA, we were
obligated to pay up to $1,000,000  each fiscal  quarter for the
planned five-quarter effort. Due to changing economic and
business circumstances and the curtailment of development  by
JDS  Uniphase  and  termination of their OPA operations,  both
parties  determined  that these development  services were no
longer  in  their  mutual  best interests.  As part of the
termination,  Adept executed a $1,000,000  promissory note in
favor of JDS Uniphase earning interest at a rate of 7% per year
payable on or before  September 30, 2004.  JDS Uniphase has the
right to require Adept to apply any additional  financing
received prior to maturity first to repayment of the
outstanding  balance under the promissory note. The payments
made prior to termination  plus the promissory note represent
payment in full by Adept for the development services performed
by JDS Uniphase, and there are no remaining payment obligations
arising from the agreement.  All licenses,  licensing  rights
and other rights and  obligations  arising from the development
work performed  under the contract before  termination  survive
its termination.  Adept also agreed to seek  shareholder
approval to amend the date that the preferred stock held by JDS
Uniphase  automatically converts into Adept common stock from
October 29, 2004 to October 29, 2005.

"Pursuant to the terms of the CHAD acquisition agreement, we
paid $2.6 million to the  shareholders  of CHAD on October 9,
2002.  On December 13,  2002,  CHAD and Adept amended the second
anniversary promissory note due to a former shareholder of CHAD
and  released to Adept the funds held in escrow to secure the
note.  All outstanding  principal of and accrued  interest on
this second  anniversary  was paid in full in January 2003.

"We do not anticipate additional capital expenditures for the
remainder of fiscal 2003. We are currently  pursuing various
debt and equity financing  alternatives in order to improve  our
liquidity.  If adequate funds are not available on acceptable
terms or at all, we expect to use substantially all of our cash
during fiscal 2003."

At December 28, 2002, Adept Technology's balance sheet shows
that its total shareholders' equity has further shrunk to about
$1.6 million from about $16 million reported at June 30, 2002.


ADVANCED GLASSFIBER: Delaware Court Fixes May 2 Claims Bar Date
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware fixes
May 2, 2003, as the Claims Bar Date for creditors of Advanced
Glassfiber Yarns LLC and its debtor-affiliate to file their
proofs of claim or be forever barred from asserting their
claims.

Governmental Units have until June 9, 2003, to file their proofs
of claim against the Debtors' estates.

To be timely, proofs of claim must be received before 5:00 p.m.
on the applicable Bar Date. If sent by U.S. mail, proof of claim
forms must be addressed to:

      Advanced Glassfiber Yarns LLC
      Claims Processing
      c/o Trumbull Services, LLC
      PO Box 721
      Windsor, Connecticut 06095-0721

If by overnight mail or hand delivery, to:

      Advanced Glassfiber Yarns LLC
      Claims Processing
      Trumbull Services, LLC
      4 Griffin Road North
      Windsor, Connecticut 06095

Advanced Glassfiber Yarns, LLC and its debtor-affiliate, AGY
Capital Corp., are affiliates of Owens Corning.  They are one of
the largest manufacturers and global suppliers of glass yarns.
The Company field for chapter 11 protection on December 10,
2002, (Bankr. Del. Case No. 02-13615). Alan B. Hyman, Esq., and
Scott K. Rutsky, Esq., at Proskauer Rose LLP, represent the
Debtors in their restructuring efforts.  When the Company filed
for chapter 11 protection, it listed $194.1 million in total
assets and $409 million in total debts.


ADVANCED TECH.: Proceeding with Merger Talks with LTDnetwork
------------------------------------------------------------
Advanced Technology Industries, Inc. (OTCBB:AVDI) has extended
the term under the previously announced Letter of Intent with
LTDnetwork, Inc., to July 31, 2003. Under the LOI, ATI has
agreed to acquire LTDN in consideration for the issuance to the
shareholders of LTDN of not less than 51% of the outstanding
shares of common stock of ATI for $5 million.

Under the terms of the LOI, in the event ATI chooses not to
proceed with the Acquisition or ATI is unable to issue a
majority of its shares to LTDN in connection with the
Acquisition, ATI has agreed to pay LTDN a break-up fee,
consisting of the Star Can patents. As part of the extension of
the term of the LOI, the parties to the LOI have revised the
conditions under which such break-up fee is payable. Such break-
up fee is only payable if LTDN is willing and able to proceed
with the Acquisition at the time ATI is in breach under the LOI,
LTDN has loaned to ATI at least $500,000 by April 30, 2003 and
LTDN has loaned to ATI at least an additional $500,000 by June
30, 2003. LTDN only needs to provide the additional $500,000 by
June 30 if at least the greater of 50% of the outstanding
indebtedness of ATI and its subsidiaries as of March 31, 2003 or
$3,400,000 of such indebtedness, (i) has been converted, or is
subject to an agreement to be converted on or prior to the
closing of the Acquisition, to shares of ATI common stock or
(ii) has been cancelled, or is subject to an agreement to be
cancelled on or prior to the closing of the Acquisition, in
connection with a settlement (but only to the extent such
indebtedness is forgiven and is not required to be repaid).

ATI and LTDN are continuing to conduct due diligence in
connection with the Acquisition as described in the LOI. The
Acquisition is subject to the occurrence of certain events that
may or may not happen including the satisfactory completion of
due diligence, the negotiation and execution of a definitive
merger agreement and the negotiation and compromise of
outstanding debts with creditors. The terms of any such
definitive agreement may materially differ from those contained
in the LOI.

"We continue to make progress toward consummating the
Acquisition," commented Hans-Joachim Skrobanek, President of
ATI.

"As our due diligence and the compromise of creditors continues,
we are significantly reducing expenses, funding current costs,
as required, and engaging in the process of converting the
Company's debt into equity. We look forward to completing the
Acquisition," said Allan Klepfisz, President and Chief Executive
Officer of LTDN.

There are several conditions precedent to the closing of the
Acquisition, any of which can fail to occur, which could result
in the Acquisition not taking place. There can be no assurance
that the Acquisition or additional financing will occur. In
addition, there can be no assurance that the closing of the
Acquisition will not be delayed beyond the parties' current
expectations.

Advanced Technology Industries, Inc., is a technology holding
company devoted to technology identification and acquisition, as
well as research and development leading to commercialization of
innovative products, including proprietary technologies. ATI's
has offices in Berlin and Passau, Germany and in Russia.

Advanced Technology's September 30, 2002 balance sheet shows a
working capital deficit of about $7.2 million, and a total
shareholders' equity deficit of about $7 million.

LTDnetwork -- http://www.ltdnetwork.com-- operates over 350
specialty e-commerce sites and has developed a range of cutting-
edge proprietary software products that is designed to
facilitate and enhance the purchasing experience of both its own
customers and those of leading Internet companies that will
utilize the products under joint venture or licensing
arrangements. LTDnetwork has offices in San Francisco,
California and Melbourne, Australia.


AIRGAS: Plans to Acquire Delta Safety Supply Assets & Operations
----------------------------------------------------------------
Airgas, Inc. (NYSE:ARG) plans to acquire the assets and
operations of Delta Safety Supply, Inc., with branches in
Stockton and Santa Rosa, California. The acquisition is expected
to close April 30, 2003 and to be accretive in the first year.
Delta, a Stockton, CA-based safety distributor, has annual sales
of about $9 million. The acquired business will greatly enhance
the safety products capabilities of Airgas Northern California &
Nevada, one of 12 regional companies within Airgas. Airgas NCN
is headquartered in Sacramento, CA.

Airgas is the largest U.S. distributor of industrial, specialty
and medical gases, welding supplies and related safety products.
Nationally, it offers safety products through branch-based
sales, telesales, catalog and eBusiness channels.

As part of the acquisition, Airgas NCN will offer employment to
most of the 30 employees of Delta Safety Supply.

"We look forward to welcoming the Delta associates to our team
and are excited about offering Delta's customers a broader
product range to meet their needs," said Jim McCarthy, president
of Airgas NCN.

Airgas President and Chief Operating Officer Glenn Fischer
commented: "Delta's business will complement our national safety
sales focus by giving us a much stronger presence in the
Northern California market. This targeted acquisition fits well
with our overall strategy to be a leader in the safety products
field."

"We believe this is an exciting move for both Delta and Airgas
and look forward to joining Airgas, one of the biggest names in
the safety business," said Dennis Regan, owner of Delta Safety,
who will join Airgas NCN in a sales support and development
role.

Airgas, Inc. (NYSE:ARG) is the largest U.S. distributor of
industrial, medical and specialty gases, welding, safety and
related products. Its integrated network of nearly 800 locations
includes branches, retail stores, gas fill plants, specialty gas
labs, production facilities and distribution centers. Airgas
also distributes its products and services through eBusiness,
catalog and telesales channels. Its national scale and strong
local presence offer a competitive edge to its diversified
customer base. For more information, please visit
http://www.airgas.com

As reported in Troubled Company Reporter's February 3, 2003
edition, Standard & Poor's Rating Services revised its outlook
on packaged gas distributor Airgas Inc., to positive from stable
based on expectations that the company's financial profile will
continue to strengthen as economic conditions improve. Standard
& Poor's said that it has affirmed its 'BB' corporate credit
rating on the Radnor, Pennsylvania-based company. At
September 30, 2002, the company had total debt of $876 million.

"Meaningful debt reduction has occurred at Airgas, demonstrating
the resilience of its cash flows despite challenging economic
times", said Standard & Poor's credit analyst Wesley E. Chinn.
"Accordingly," he continued, "it is possible that the ongoing
pursuit of strategic acquisitions will not hamper the
strengthening of debt leverage measures to levels appropriate
for a higher rating".


AMERCO: Gary B. Horton Stepping Down as Company's Treasurer
-----------------------------------------------------------
Gary B. Horton, longtime treasurer of AMERCO (Nasdaq: UHAL),
announced his retirement from the Company and its subsidiaries
effective August 1, 2003.  Horton, 59, has been associated with
the Company since 1969 and has served as its treasurer since
1982.  In a related announcement, the Company will retain a
chief financial officer from outside the organization and
expects to make a formal announcement in the near future.

Mr. Horton's career has spanned significant growth in the
organization. Gross revenue was $82.5 million when he joined the
organization in 1969, $476 million when he became treasurer in
1982 and topped $1.3 billion in 2002. He was primarily
responsible for financing the development of the U-Haul moving
center program, which has grown from the first company-owned
center in the early 70's to more than 1,350 locations today.

Mr. Horton was responsible for raising over $2 billion from 1988
to 1991 to finance the renewal of the U-Haul truck rental fleet.
He initiated an innovative leasing program that has provided for
the continued maintenance of a state of the art fleet of trucks,
trailers and other moving equipment for the American moving
public.

"Gary displayed his leadership qualities by being a person that
enthusiastically gave help and advice to every level of the U-
Haul organization during his years of service," said Joe Shoen,
chairman of AMERCO and U-Haul.

"Going forward we intend to build on what Gary has accomplished
and will hire a chief financial officer with a strong accounting
background, as well as experience and expertise in developing
the internal controls and financial information systems that
will enable us to take even better advantage of our acknowledged
leadership position in the self-moving and self-storage
industry," Shoen added.

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

As reported in Troubled Company Reporter's April 9, 2003
edition, AMERCO and the holders of $100 million in notes issued
by Amerco Real Estate Company and guaranteed by AMERCO, executed
another Standstill Agreement.  Terms of the Standstill Agreement
extend through May 30, 2003.

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

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


AMERICA WEST: Restructures Management Under Cost-Cutting Plan
-------------------------------------------------------------
America West Airlines (NYSE: AWA) has streamlined and
restructured its management team as part of a previously
announced plan to reduce costs in an effort to protect the
airline's financial condition.

Approximately 250 management, professional and administrative
positions, primarily at the company's Tempe headquarters and
other Phoenix-area locations, are being eliminated.  Executive
positions, those at the director level and above, have been
reduced by approximately 20 percent and are now 30 percent below
early 2001 levels.  Included in this reduction are five senior
officer positions.

"The airline industry remains in an unprecedented financial
crisis, forcing airlines to continue to be creative about
serving customers more efficiently and with less overhead," said
Douglas Parker, chairman, president and chief executive officer.
"Unfortunately, that requires making very difficult decisions.
None are more difficult and painful than those involving fellow
employees."

In a letter to employees dated March 24, 2003, Parker said the
airline set a goal of $100 million in cost reductions "in order
to maintain sufficient liquidity in this uncertain environment."
Included in that goal were reductions in: operating expenses;
business partner and vendor fees; and management, professional
and administrative payroll costs.  Expenditures deemed necessary
and critical to customer service and to the safe operation of
the airline were not impacted.

"Our goal has solely been to reduce overhead costs, providing
this does not sacrifice customer service or safety," added
Parker.  "We remain hopeful that we can achieve our cost-
reduction goals without layoffs in other workgroups, and without
asking employees to take pay cuts."

Lonnie Bane, senior vice president of human resources, and Jack
Richards, president and chief executive officer of America West
subsidiary The Leisure Company, have announced their resignation
from America West.  Neither position will be directly replaced.
Human resources will now report to Jeffrey McClelland, executive
vice president and chief operating officer.  The Leisure Company
will continue to report to Scott Kirby, executive vice president
of sales and marketing.

Additionally, Greg Garger, vice president of labor relations,
Patrick Sakole, vice president of safety, and Mark West, vice
president of purchasing and fuel administration, have resigned
from the company.  Garger's responsibilities will be assumed by
Shirley Kaufman, vice president of employee relations and human
resources, who will report to McClelland; Sakole's
responsibilities will remain under McClelland, who now also
becomes America West's chief safety officer; and West's
responsibilities are being consolidated under Michael Carreon,
vice president and controller.

"It is with sadness that we say farewell to these five
outstanding and very capable leaders, all of whom have made
tremendous contributions to America West, as well as to every
employee impacted by this action," Parker said.  "We are
grateful for their service and for the excellent job they have
done.  Each will be missed."

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

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


AMERICAN AIRLINES: Flight Attendants to Continue Balloting Today
----------------------------------------------------------------
The three unions of American Airlines endorsed an agreement
between the company and the Association of Professional Flight
Attendants to allow the APFA to continue their balloting process
until 5 p.m. CDT today.

APFA members will also be able to change their votes until
balloting closes -- an option other union members had throughout
their ratification periods. Any votes not changed will be
counted as they currently stand.

The decision came in light of the vote to ratify agreements by
the members of both the Allied Pilots Association and the
Transport Workers Union -- representing the majority of
American's union workforce. The APFA is the only union that has
not yet ratified its agreement.

The company set the April 15 deadline for ratification because
it had a substantial amount of loan repayments due. In order to
be able to extend the deadline, the company said it had to
immediately make millions of dollars in scheduled debt payments
due yesterday as part of its ongoing commitment to preserve jobs
and avoid bankruptcy.

"With almost 10,000 jobs hanging in the balance, and the future
of 100,000 employees at stake, we agreed to take this risk and
make this investment for our employees because we believe that
all employees will be better off if we can save jobs and
restructure our costs consensually rather than through the
bankruptcy process," AMR Chairman Don Carty said. "This is our
last chance to avoid bankruptcy."

Carty explained that, with another round of loan payments due
today, the company must have consensual agreements in place.

"So that there is absolutely no confusion or uncertainty, I must
make completely clear that if we fail to secure flight attendant
ratification by tomorrow, we are -- regrettably -- left with no
alternative but to immediately file for bankruptcy," Carty said.

The company is working with all of its employees to secure $1.8
billion in annual structural savings necessary to help the
company avert bankruptcy and best protect the interests of
employees, shareholders, lenders and all of the communities
served by American Airlines.

Unless all three unions ratify the tentative agreements, AMR
(NYSE: AMR) will be forced to file for Chapter 11 protection. In
bankruptcy, the company would need to secure an additional $500
million in employee cost savings and further reduce capacity,
costing thousands of additional jobs.


AMERICAN AIRLINES: S&P Keeps Junk Ratings on Watch Developing
-------------------------------------------------------------
Standard & Poor's Ratings Services said its ratings on AMR Corp.
(CCC/Watch Dev/--) and unit American Airlines Inc. (CCC/Watch
Dev/--) remain on CreditWatch with developing implications amid
pending results of employee voting on proposed labor cost
concessions that could avert a threatened bankruptcy filing.
American's management has said that it will file for bankruptcy
if the labor groups do not ratify tentatively agreed contracts
that it says would save the airline $1.8 billion annually.

With a positive vote required from each of the four major
unions, chances of full acceptance appear evenly balanced. The
pilots, with the most to lose (in particular, their generous
pensions), seem likely to approve their contract, while the
mechanics appear to be the most hostile to management's
proposals. The concessions demanded of American's employees
will be more onerous if the airline files for bankruptcy, but
resentment over the concessions and process used to reach them,
and the fact that each major labor group must ratify the new
contracts make the outcome uncertain. There is also concern that
American may eventually file for bankruptcy even if the
concessions are agreed on, an outcome that management recently
acknowledged as possible.

American Airlines Inc.'s 11.110% bonds due 2005 (AMR05USR30) are
trading at about 20 cents-on-the-dollar, says DebtTraders. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=AMR05USR30
for real-time bond pricing.


AMERICAN GENERAL: Fitch Cuts Ratings on Class B Notes to B-/CCC
---------------------------------------------------------------
Fitch Ratings has downgraded two classes and affirmed four
classes issued by American General CBO 1998-1 Ltd., a
collateralized bond obligation backed predominantly by high
yield bonds.

The ratings on the following notes have been downgraded:

     -- $50,000,000 class B-1 notes to 'B-' from 'BB+';

     -- $25,000,000 class B-2 notes to 'CCC' from 'B+'.

The ratings on the following notes have been affirmed:

     -- $87,027,798 class A-1 floating-rate notes 'AAA';

     -- $175,000,000 class A-2 floating-rate notes 'AAA';

     -- $4,000,000 class A-3A notes 'A-';

     -- $15,000,000 class A-3B notes 'A-'.

The ratings on the class A-1 and A-2 notes have been affirmed
based upon the insurance policy guaranteeing the notes' interest
and principal payments. The ratings of the class A-3A and A-3B
notes have been affirmed based upon sufficient protection
provided by the capital structure. Fitch's rating on the class
B-2 notes solely addresses the ultimate payment of par value to
the noteholders.

In its April 2, 2003 trustee report, American General CBO 1998-1
Ltd.'s collateral includes a par amount of $44.1 million (12.1%)
defaulted assets. The deal also contains 21.4% assets rated
'CCC+' or below excluding defaults. The class A
overcollateralization test is passing at 119.0% with a trigger
of 116% and the class B overcollateralization test is failing at
93.4% with a trigger of 104%.

Fitch previously downgraded the class B-1 and B-2 notes from
'BBB-' and 'BB-', respectively on April 4, 2002. Since then,
approximately $28 million in par value has defaulted.

In reaching its rating actions, Fitch reviewed the results of
its cash flow model runs after running several different stress
scenarios. Also, Fitch had conversations with American General
Investment Management, L.P., the Collateral Manager, regarding
the portfolio.


AMERICAN TOWER: Will Publish First Quarter Results by Month-End
---------------------------------------------------------------
American Tower Corporation (NYSE: AMT) announced that its press
announcement of first quarter results is scheduled to be
released to the news services at 6:00 a.m. Eastern on Wednesday
April 30, 2003. The Company has scheduled a conference call to
discuss first quarter results at 11:00 a.m. Eastern on Wednesday
April 30, 2003.

Conference call details are as follows:

Call Date:     Wednesday April 30, 2003
Call Time:     11:00 a.m. Eastern

Call Host:     Brad Singer, Chief Financial Officer
Call Dial in:  800-603-0809 US/Canada
               706-643-3257 International
               No access code required

Online Info:   http://investor.americantower.com
               Live simulcast (listen only) available during the
               call. Replay available shortly after the
               conclusion of the call.

A taped replay of the conference call will be available shortly
after the end of the call. Replay information is as follows:

Replay Dates:   April 30, 2003 2:00 p.m. Eastern -
                May 8, 2003 - 12:00 a.m. Eastern

Replay Dial in: 800-642-1687 US
                706-645-9291 International
                Access code: 9800374

As reported in Troubled Company Reporter's January 31, 2003
edition, Standard & Poor's Ratings Services affirmed its 'B-'
corporate credit rating on wireless tower operator American
Tower Corp., and simultaneously removed all the ratings on the
company from CreditWatch with negative implications, where they
had previously been placed due to concerns over liquidity.

The outlook is negative. The Boston, Mass.-based company has
estimated outstanding debt of $3.6 billion.

The CreditWatch removal is due to American Tower resolving
several near-term liquidity concerns by closing today on the
issuance of about $420 million in 12.25% senior subordinated
discount notes due 2008 by a wholly owned subsidiary. The
company will have access to the net proceeds once it receives a
consent to this transaction from its bank lenders within 60 days
of the closing.

Over the longer term, American Tower will find it challenging to
reduce its heavy debt burden due to weak tower industry
fundamentals. In the event of a prolonged industry slump or
serious execution missteps, currently adequate liquidity could
rapidly become insufficient and lead to increased potential for
financial restructuring. The ratings could be lowered if
operating and cash flow metrics show signs of deterioration.


ANC RENTAL: Seeks Approval of $1.2MM Sherer Purchase Agreement
--------------------------------------------------------------
William J. Burnett, Esq., at Blank Rome LLP, in Wilmington,
Delaware, reminds the Court that as part of their reorganization
efforts, ANC Rental Corporation and its debtor-affiliates have
sought to consolidate certain operations where feasible to
eliminate redundancies and achieve concomitant cost savings.
This has involved the rejection, and assumption and assignment
of various agreements to ANC, dong business as Alamo and
National, whereby ANC operates as the concessionaire and offers
the "dual brands", Alamo and National, to customers at airports
where the Debtors operate.

Mr. Burnett reports that the Debtors are also restructuring
their licensee operations to provide that the domestic licensees
will operate both the Alamo Rent-A-Car and National brands, and
are entering into new license agreements with National licensees
that will provide for higher licensing fees to the Debtors.  The
licensees will be granted an Alamo license and pursuant to the
New License Agreements will pay, for each month that the
combined Alamo and National revenue exceeds the prior period's
base revenue, an incremental 2.5% fee for that incremental
revenue. In addition, these licensees will commit to commencing
operating of the Alamo brand at the location within the time
period set forth in the New License Agreement.  At locations
where Alamo already operates, the Debtors are entering into the
new license arrangement with the National licensees and selling
and assigning to them the Alamo operations, so that the licensee
will operate both brands, pay higher licensing fees to the
Debtors and be party to a similar licensing agreement as all
other of the Debtors' licensees.

According to Mr. Burnett, Sherer currently operates under the
National tradename at the Providence Airport and is party to a
number of inactive license agreements with National.  The
Debtors have determined in the exercise of their business
judgment that it is in their best interests to restructure their
licensee operations at the Providence Airport location to
increase the fees currently paid by the licensee under the
existing agreements, to provide that the licensee will operate
both the Alamo and National brands and to ensure that all
licensees are party to similar licensing agreements.  As a
result, the Debtors have determined that it is in their best
interests to transfer the operation of the Alamo brand at the
T.F. Green Airport, located in Warwick, Rhode Island to Sherer
pursuant to the terms of the Purchase Agreement and to enter
into the New License Agreement with Sherer.

Accordingly, the Debtors seek the Court's authorization to enter
into a Purchase Agreement with Sherer Car Rental Inc., and
assume the Alamo Agreement, and assign it to Sherer, on the
condition that the Purchase Agreement closes.

These are the salient terms of the Purchase Agreement:

  A. Purchase Price: As the purchase price for the Acquired
     Assets, Sherer will pay to the Debtors an amount equal to
     $1,200,000.  Taxes, equipment, real estate rentals,
     utilities and other customarily pro-ratable items will be
     pro-rated as of the Closing Date.

  B. Acquired Assets: The assets to be sold to Sherer consist of
     certain personal property, fixtures and equipment
     identified on Schedule 1.1 of the Purchase Agreement.  At
     the Closing, the Purchase Price will be increased by the
     amounts on Schedule 1.1.

  C. License Agreements: Sherer agrees to execute and deliver to
     National Car Rental Licensing Inc. the New License
     Agreement, and all related agreements and releases, for the
     Facility and either enter into the New License Agreement or
     voluntarily terminate all existing license agreements,
     whether active or inactive.  In accordance with the New
     License Agreement, Sherer will engage in car rental
     operations at the Facility under both the name and mark
     "National Car Rental" and "Alamo Rent-A-Car" either by
     "dual branding" from a single facility or through the
     operation of two separate facilities.  If within six months
     of the Closing Date, Sherer has not commenced dual branding
     operations, National Licensing has certain rights and
     remedies under the Purchase Agreement including the right
     to terminate the New License Agreement.

  D. Vehicles: Specific provisions of the Purchase Agreement
     address both leasing and the return of the Debtors'
     vehicles located at the Providence Airport.

  E. Closing: The Closing will occur on a date mutually
     agreeable to the parties.

  F. Transfer Taxes: The Purchase Agreement provides that the
     sale is in contemplation of the Debtors' plan of
     reorganization and is to be exempt from transfer taxes
     under Section 1146(c) of the Bankruptcy Code.  Sherer will
     escrow the estimated transfer taxes, if any, until the
     Debtors' plan of reorganization is approved by final order
     or until further order of the Bankruptcy Court.

  G. Bonding and Insurance: Sherer will meet all applicable
     bonding and insurance requirements with respect to the
     Facility on or before the Closing Date.

Mr. Burnett states that Alamo currently operates at the
Providence Airport pursuant to a month-to-month agreement
according to the terms of the Rental Car Company Concession
Agreement, dated June 15, 1999 by and between Alamo and the
Rhode Island Airport Corporation, a quasi-public body corporate
under the laws of the State of Rhode Island, which controls and
operates the Providence Airport, whereby the Rhode Island
Airport granted to Alamo a non-exclusive right to operate a car
rental operation at the Providence Airport.  In order to
complete the transactions contemplated by the Purchase Agreement
at the Providence Airport, the Debtors are now seeking
authorization to assume the Alamo Agreement and assign it to
Sherer.  The Debtors also request that this assumption and sale
be conditioned on the closing of the Purchase Agreement.

Mr. Burnett relates that the Rhode Island Airport has
determined, and the Debtors have agreed, that $400,000 is due
and owing pursuant to the Alamo Agreement.  Pursuant to Section
365(b)(1) of the Bankruptcy Code, the Debtors recognize that
they must cure all defaults existing under the Alamo Agreement
in connection with the assumption of this contract.  The Debtors
have agreed to pay $400,000, in 10 equal monthly installments
commencing after the Order becomes final, to cure all amounts
outstanding by the Debtors pursuant to the Alamo Agreement.  In
addition, the Debtors have agreed to make timely rent payments
and collect and remit all concession fees until the Closing
Date.

In exchange for the Cure Amount, the Rhode Island has agreed not
to object to the Debtors' assumption and assignment of the Alamo
Agreement to Sherer, has agreed to allow Sherer to operate under
both the Alamo and National tradenames at the Providence
Airport, and has agreed to forgo and release Alamo from any pre-
or postpetition audit claims regarding amounts previously
remitted from Alamo to RIAC.

Mr. Burnett asserts that the sale is the best way at this time
to preserve the value of the Acquired Assets and to maximize the
value of the Acquired Assets for the benefit of all
constituencies in these Chapter 11 cases in addition to
achieving an effective consolidation of operations at the
Providence Airport.  This is entirely consistent with the
Debtors' business strategy and will allow the Debtors to realize
the greater efficiencies associated with consolidated operations
- a critical component to ensuring a successful emergence from
these Chapter 11 cases.

The Debtors submit that the best way to maximize the value in a
sale of the Acquired Assets is to sell them to Sherer as the
proposed licensee for the Alamo and the National brands.  Mr.
Burnett points out that the Acquired Assets are inextricably
intertwined with the operation of the Debtors' Alamo operation
at the Providence Airport.  Thus, a sale of the Acquired Assets
without the ability to use them in the operation of the Debtors'
operation would yield de minimis results.  The proposed sale
contemplates the issuance of a new license agreement to Sherer,
in which Sherer will be granted a license to operate both brands
at the Providence Airport.  As a result, it is in the Debtors'
sound business judgment that Sherer is the only logical
purchaser of the Acquired Assets and engaging in a piecemeal
auction process for the sale of the assets would, at best, yield
little results.

The Debtors have determined at this time that entering into the
transactions as contemplated by the Purchase Agreement on the
condition that the Purchase Agreement closes, is appropriate and
in their best interests and the best interests of their estates
and their creditors.  The Debtors have determined that
restructuring their licensee operations, so that all domestic
locations, including the Providence Airport, are consolidated
under related ownership, and so that the licensees pay increased
license fees on the existing National license and on the added
Alamo revenue stream, is in their best interests and the best
interests of their estates and their creditors.  The Debtors
believe that these arrangements will contribute significant cash
flow to the Debtors, as well as provide customers with the
now-familiar dual branded operations at the Providence Airport.

However, Mr. Burnett admits that the assumption and assignment
of the Alamo Agreement is only in the best interests of the
Debtors if the Purchase Agreement closes.  If the Purchase
Agreement does not close, the Debtors do not believe it to be in
their best interests to assign the Alamo Agreement to Sherer.
Should the Purchase Agreement not close, the Debtors will not
assume and assign to Sherer the Alamo Agreement and the Debtors
will instead retain this location. (ANC Rental Bankruptcy News,
Issue No. 30; Bankruptcy Creditors' Service, Inc., 609/392-0900)


ARIBA INC: Appoints Leo Keeley to Head Asia Pacific Operations
--------------------------------------------------------------
Ariba, Inc. (Nasdaq: ARBAE), the leading provider of Enterprise
Spend Management solutions, appointed Mr. Leo Keeley as vice
president and general manager of Ariba's Asia Pacific business
operations.

Mr. Keeley, a seasoned business executive, brings over 20 years
experience and a strong personal network in marketing, selling
and supporting technology solutions to a diverse range of
Japanese industries. Reporting to John True, Ariba's executive
vice president of Worldwide Sales, Mr. Keeley will have general
management responsibility both for Nihon Ariba K.K., Ariba's
majority-owned subsidiary, and for the remainder of Ariba's
Japanese and Asian operations.

"Mr. Keeley's solid experience in, and understanding of, the
Asian enterprise solutions market, and his diligent and focused
leadership style, will position him well to take on the
challenge of extending the company's strength in Asia Pacific,"
said Mr. True. "We are very pleased to have secured an executive
of the caliber of Mr. Keeley to lead our efforts to further
extend our Enterprise Spend Management presence in the region.

"Perhaps better than companies in other regions across the
globe, Asia Pacific based companies understand the devastating
effect unmanaged corporate spending can have, especially during
tough economic times, and they are seeking proven solutions to
reduce costs and increase efficiencies," said Mr. Keeley.
"Companies who are serious about improving management of their
enterprise spend and driving cost savings to the bottom line
cannot overlook Ariba Spend Management solutions, and this is
why I'm excited to take on the challenge of expanding Ariba's
customer base in Asia."

Mr. Keeley joins Ariba from Witness Systems, K.K., a provider of
multimedia recording, performance analysis and e-learning
management solutions, where he was president and representative
director in Japan. Prior to this, Mr. Keeley was president, CEO
and founder of Japan InfoTech, a management services company
assisting U.S. technology firms in conducting business in Japan.
Additionally, Mr. Keeley has held several other CEO positions in
Japan, along with sales and marketing roles in the U.S., and
holds a Bachelor of Science in Accounting from Bentley College
and an MBA from Suffolk University.

Ariba, Inc. is the leading Enterprise Spend Management (ESM)
solutions provider. Ariba helps companies develop and leverage
spend management as a core competency to drive significant
bottom line results. Ariba Spend Management software and
services allow companies to align their organizations with a
spend-centric focus and deploy closed-loop processes for
increased efficiencies and sustainable savings. Visit
http://www.ariba.comfor more information on the Company.

                          *     *     *

                  Liquidity and Capital Resources

In its report for the period ended June 30, 2002, filed with the
Securities and Exchange Commission, the Company stated:

"As of June 30, 2002, we had $167.6 million in cash, cash
equivalents and short-term investments, $80.2 million in long-
term investments and $30.6 million in restricted cash, for total
cash and investments of $278.4 million and ($1.4 million) in
working capital. As of September 30, 2001, we had $217.9 million
in cash, cash equivalents and short-term investments, $43.1
million in long-term investments and $32.6 million in restricted
cash, for total cash and investments of $293.6 million and $57.6
million in working capital. Our working capital declined $59.0
million from September 30, 2001 to June 30, 2002, reflecting a
reduction of current assets by $90.8 million (of which $37.1
million related to transfers of investments to non-current
investments due to longer maturities) and a $31.9 million
reduction of current liabilities.

"Net cash used in operating activities was approximately $19.0
million for the nine months ended June 30, 2002, compared to
$17.6 million of net cash provided by operating activities for
the nine months ended June 30, 2001. Net cash used in operating
activities for the nine months ended June 30, 2002 is primarily
attributable to decreases in accounts payable, accrued
compensation and related liabilities, accrued liabilities and
deferred revenue, and to a lesser extent, the net loss for the
period (less non-cash expenses). These cash flows used in
operating activities were partially offset by decreases in
accounts receivable and, to a lesser extent, prepaid expenses
and other assets.

"Net cash provided by investing activities was approximately
$42.8 million for the nine months ended June 30, 2002 compared
to $135.6 million of net cash used in investing activities for
the nine months ended June 30, 2001. Net cash provided by
investing activities for the nine months ended June 30, 2002 is
primarily attributable to the redemption of our investments
partially offset by the purchases of property and equipment.
Although the recent restructuring of our operations will reduce
our capital expenditures over the near term, these expenditures
may increase over the longer term.

"Net cash provided by financing activities was approximately
$8.1 million for the nine months ended June 30, 2002 compared to
$80.5 million of net cash provided by financing activities for
the nine months ended June 30, 2001. Net cash provided by
financing activities for the nine months ended June 30, 2002 is
primarily from the proceeds from the exercise of stock options
offset by the repurchase of our common stock and payment of
capital lease obligations.

"In March 2000, we entered into a new facility lease agreement
for approximately 716,000 square feet constructed in four office
buildings and an amenities building in Sunnyvale, California as
our headquarters. The operating lease term commenced in phases
from January through April 2001 and ends on January 24, 2013.
Minimum monthly lease payments are $2.2 million and will
escalate annually with the total future minimum lease payments
amounting to $347.9 million over the lease term. We also
contributed $80.0 million towards leasehold improvement costs of
the facility and for the purchase of equipment and furniture of
which approximately $49.2 million was written off in connection
with the abandonment of excess facilities. As part of this
agreement, we are required to hold certificates of deposit
totaling $25.7 million as a form of security through fiscal
2013, which is classified as restricted cash on the condensed
consolidated balance sheets. In the quarter ended March 31,
2002, a certificate of deposit totaling $2.5 million as a
security deposit for our headquarters was released.

"Operating lease payments shown above exclude any adjustment for
lease income due under noncancelable subleases of excess
facilities, which amounted to $82.9 million as of June 30, 2002.
Interest expense related to capital lease obligations is
immaterial for all periods presented.

"We do not have commercial commitments under lines of credit,
standby lines of credit, guarantees, standby repurchase
obligations or other such arrangements.

"We expect to incur significant operating expenses, particularly
research and development and sales and marketing expenses, for
the foreseeable future in order to execute our business plan. We
anticipate that such operating expenses, as well as planned
capital expenditures, will constitute a material use of our cash
resources. As a result, our net cash flows will depend heavily
on the level of future sales, our ability to manage
infrastructure costs and our assumptions about estimated
sublease income related to the estimated costs of abandoning
excess leased facilities.

"Although our existing cash, cash equivalent and investment
balances together with our anticipated cash flows from
operations will be sufficient to meet our working capital and
operating resource expenditure requirements for at least the
next 12 months, given the significant changes in our business
and results of operations in the last 12 to 18 months, the
fluctuation in cash, cash equivalents and investments balances
may be greater than presently anticipated. After the next 12
months, we may find it necessary to obtain additional equity or
debt financing. In the event additional financing is required,
we may not be able to raise it on acceptable terms or at all."


ARMSTRONG HLDGS.: Files 2nd Amended Plan & Disclosure Statement
---------------------------------------------------------------
The Armstrong Debtors delivered their Second Amended Plan and
Disclosure Statement to the Court on April 3, 2003.  Walter T.
Gangl, Assistant Secretary for Armstrong World Industries, Inc.
and Deputy General Counsel for Armstrong Holdings, Inc.,
describes the amendments to the First Amended Plan and
Disclosure Statement as "minor and technical in nature"
resulting from "requests from the parties-in-interest in the
Chapter 11 Proceeding".

Judge Newsome has taken approval of the Disclosure Statement
under advisement while the parties confer to hammer-out final
disclosure-related details.

The amendment provides the full statements of the Asbestos PI
Trust and the Asbestos PD Trust, together with claim allowance
and distribution procedures for these two constituencies.

A full-text copy of Armstrong's Second Amended Plan and
Disclosure Statement is available for free at:


http://www.sec.gov/Archives/edgar/data/7431/000090951803000177/0000909518-03
-000177.txt

                   Asbestos PI Trust Agreement

There will be five Trustees under the Armstrong World
Industries, Inc. Asbestos Personal Injury Settlement Trust.  The
initial Trustees are to be identified at a later date.

The five initial Trustees will serve staggered terms of two,
three, four and five years.  Two of the initial Trustees will
each serve two-year terms.  At the end of that two-year period,
the number of Trustees will be reduced from five to three.  The
remaining three initial Trustees, after consultation with the
TAC and the Future Claimants' Representative, will then decide
who among themselves will serve the remainder of the three, four
and five-year terms.  Thereafter, each Trustee's term of service
will be five years.  The initial Trustees will serve from the
Effective Date of the Plan until the earlier of:

        (i) the end of his or her term,

       (ii) his or her death,

      (iii) his or her resignation or removal, or

       (iv) the termination of the PI Trust.

A Trustee may be removed by unanimous vote of the remaining
Trustees in the event that he or she becomes unable to discharge
his or her duties due to accident or physical or mental
deterioration, or for other good cause.  "Good cause" will be
deemed to include, without limitation, any substantial failure
to comply with the general administration provisions of the
Trust Agreement, a "consistent pattern of neglect and failure to
perform or participate in performing the duties of the
Trustees", or repeated non-attendance at scheduled meetings.
Any removal will require Bankruptcy Court approval and will take
effect at such time as the Bankruptcy Court will determine.

The Trustees are to receive compensation from the PI Trust for
their services, plus a per diem allowance for meetings or other
PI Trust business performed.

The Trustees may not, during the term of their service, hold a
financial interest in, act as attorney or agent for, or serve as
any other professional for Reorganized AWI.  However, any PI
Trustee may serve, without any additional compensation other
than the per diem compensation to be paid by the PI Trust, as a
director of Reorganized AWI.  No PI Trustee will act as an
attorney for any person who holds an asbestos claim.

The Trustees will not be required to post any bond or other form
of surety or security unless otherwise ordered by the Bankruptcy
Court.

The PI Trust will indemnify and defend the Trustees, as well as
the Additional Indemnitees in the performance of their duties to
the fullest extent that a corporation or trust organized under
the laws of the PI Trust's situs is from time to time entitled
to indemnify and defend such persons against any and all
liabilities, expenses, claims, damages or losses incurred by
them in the performance of their duties.

The Trustees and the Additional Indemnitees will have a first
priority lien on the PI Trust Assets to secure the payment of
any amounts payable to them.

However, the indemnity does not apply to all actions.  The
Trustees and other individuals identified as "Additional
Indemnitees", including the Trustees' professionals, are not
liable to the PI Trust, to any individual holding an asbestos
claim, or to any other person, except for such individual's own
breach of trust committed in bad faith or willful
misappropriation.  In addition, the Trustees and the Additional
Indemnitees will not be liable for any act or omission of any
other Trustee or Additional Indemnitee unless such person acted
with bad faith in the selection or retention of such other
Trustee or Additional Indemnitee.

AWI and Reorganized AWI will be entitled to indemnification from
the PI Trust for any expenses, costs, and fees -- including
attorneys' fees and costs, but excluding any such expenses,
costs, and fees incurred prior to the Effective Date --
judgments, settlements, or other liabilities arising from or
incurred in connection with any action related to PI Trust
Claims, including, but not limited to, indemnification or
contribution for such claims prosecuted against Reorganized AWI.

The Trustees are the fiduciaries to the PI Trust in accordance
with the provisions of the PI Trust Agreement and the Plan.  The
Trustees will, at all times, administer the PI Trust and the PI
Trust Assets in accordance with the purposes of the PI Trust
Agreement.  In carrying out the administration, the Trustees
have the power to take any and all actions that, in the
Trustee's judgment, are "necessary or proper" to fulfill the
purposes of the PI Trust, including each power expressly
granted in the Trust Agreement, any power "reasonably
incidental" to the express powers, and any trust power now or
hereafter permitted under the laws of the State of Delaware.

The Trust Advisory Committee will consist of five members, who
are yet to be identified.

The TAC members are to serve in a fiduciary capacity
representing all holders of present PI Trust Claims.  The
Trustees must consult with the TAC on:

    (i) the general implementation and administration of the
        PI Trust;

   (ii) the general implementation and administration of the
        TDP; and

  (iii) such other matters as may be required under the PI
        Trust Agreement and the TDP.

The Trustees and must obtain the consent of the TAC on matters
which include:

    (i) change the Claims Payment Ratio in the event that
        the requirements for such a change have been met;

   (ii) change the Scheduled Diseases, Disease Levels and/or
        Medical/Exposure Criteria, and/or the Maximum Values;

  (iii) change the Payment Percentage;

   (iv) establish and/or to change the Claims Materials to
        be provided holders of PI Trust Claims;

    (v) require that claimants provide additional kinds of
        medical and/or exposure evidence;

   (vi) change the form of release to be provided;

  (vii) terminate the PI Trust;

(viii) settle the liability of any insurer under any
        insurance policy or legal action;

   (ix) change the compensation of the members of the TAC,
        the Future Claimants' Representative or Trustees,
        other than to reflect cost-of-living increases or
        changes approved by the Bankruptcy Court; or

    (x) take structural or other actions to minimize any tax
        on the PI Trust Assets.

The initial Future Claimants' Representative will be Dean M.
Trafelet, who has been serving in that capacity during these
Chapter 11 cases. He will continue to serve in a fiduciary
capacity, representing the interests of the holders of future PI
Trust Claims for the purpose of protecting the rights of such
persons.  The Trustees must consult with the Future Claimants'
Representative on matters identified as requiring TAC
consultation.  The Trustees must obtain the consent of the
Future Claimants' Representative on matters requiring the TAC's
consent. Other actions by the Trustees affecting only future
claimants are also subject to the consent of the Future
Claimants' Representative.

The Future Claimants' Representative will serve until the
earlier of:

        (i) his death,

       (ii) his resignation or removal, or

      (iii) the termination of the PI Trust.

                 Asbestos PI Settlement Procedures

The PI Trust Claims will be processed based on their place in
the "FIFO Processing Queue" to be established by the Claims
Liquidation Procedures.  The PI Trust will take all reasonable
steps to resolve PI Trust Claims as efficiently and
expeditiously as possible at each stage of claims processing and
arbitration.  To this end, the PI Trust, in its sole discretion,
may conduct settlement discussions with claimants'
representatives of more than one claim at a time, provided that
the claimants' positions in the FIFO Processing Queue are
maintained and each claim is individually evaluated pursuant to
the valuation factors set forth in these procedures.

The PI Trust is to "make every effort" to resolve each year at
least that number of PI Trust Claims required to exhaust the
Maximum Annual Payment and the Maximum Available Payment for the
claims.

All unresolved disputes over a claimant's medical condition,
exposure history and/or the liquidated value of the claim will
be subject to binding or non-binding arbitration, at the
claimant's election.  PI Trust Claims that are the subject of a
dispute with the PI Trust that cannot be resolved by non-binding
arbitration may enter the tort system as provided in these
procedures.  However, if and when a claimant obtains a judgment
in the tort system, the judgment will be payable -- subject to
the Payment Percentage, Maximum Available Payment, and Claims
Payment Ratio provisions -- as provided by these procedures.

After the liquidated value of a PI Trust Claim other than a
claim involving Other Asbestos Disease is determined, the
claimant will ultimately receive a pro-rata share of that value
based on a Payment Percentage.  The Initial Payment Percentage
will apply to all PI Trust Voting Claims accepted as valid by
the PI Trust, unless adjusted by the PI Trust pursuant to the
consent of the PI Trust Advisory Committee and the Legal
Representative for Future Asbestos Claimants.

The term "PI Voting Trust Claims" includes:

    (i) Prepetition Liquidated Claims;

   (ii) claims filed against AWI in the tort system or actually
        submitted to AWI pursuant to an administrative
        settlement agreement prior to the Petition Date; and

  (iii) all claims filed against another defendant in the tort
        system prior to the date the Plan was filed with the
        Bankruptcy Court -- November 1, 2002, provided that the
        holder of a claim actually voted to accept or reject the
        Plan pursuant to the voting procedures established by
        the Bankruptcy Court, and provided further that the
        claim was subsequently filed with the PI Trust by the
        Initial Claims Filing Date.

The Initial Payment Percentage has been calculated on the
assumption that the Average Values will be achieved with respect
to certain existing present claims and projected future claims.

The Payment Percentage may be adjusted upwards or downwards from
time to time by the PI Trust with the consent of the TAC and the
Future Claimants' Representative to reflect then-current
estimates of the PI Trust's assets and its liabilities, as well
as the then-estimated value of pending and future claims.
However, any adjustment to the Initial Payment Percentage will
be made only under these procedures.  If the Payment Percentage
is increased over time, claimants whose claims were liquidated
and paid in prior periods under the TDP will not receive
additional payments, except as relating to circumstances in
which the PI Trust has received a substantial recovery of
insurance proceeds.

Because there is uncertainty in the prediction of both the
number and severity of future claims, and the amount of the PI
Trust's assets, no guarantee can be made of any Payment
Percentage of a PI Trust Claim's liquidated value, other than of
a PI Trust Voting Claim.

1) Maximum Annual Payment

   The PI Trust will estimate or model the amount of cash flow
   anticipated to be necessary over its entire life to ensure
   that funds will be available to treat all present and future
   claimants as similarly as possible.  In each year, the PI
   Trust will be empowered to pay out all of the interest
   earned during the year, together with a portion of its
   principal, calculated so that the application of PI Trust
   funds over its life will correspond with the needs created
   by the anticipated flow of claims, taking into account the
   Payment Percentage provisions set out in these procedures.
   This is the Maximum Annual Payment.  The PI Trust's
   distributions to all claimants for that year will not
   exceed the Maximum Annual Payment determined for that year.

2) Maximum Available Amount

   In distributing the Maximum Annual Payment, the PI Trust
   will first allocate the amount to outstanding Prepetition
   Liquidated Claims and to liquidated PI Trust Claims
   involving Disease Level I -- Cash Discount Payment, in
   proportion to the aggregate value of each group of claims.
   The remaining portion of the Maximum Annual Payment, if any,
   will then be allocated and used to satisfy all other
   liquidated PI Trust Claims, subject to the Claims Payment
   Ratio set forth in these procedures.  This is the Maximum
   Available Amount.  In the event there are insufficient
   funds in any year to pay the total number of outstanding
   Prepetition Liquidated Claims and/or previously liquidated
   Disease Level I Claims, the available funds allocated to
   that group of claims will be paid to the maximum extent to
   claimants in the particular group based on their place in
   their FIFO Payment Queue.  Claims in either group for which
   there are insufficient funds will be carried over to the
   next year and placed at the head of their FIFO Payment Queue.

Based upon AWI's claims settlement history and analysis of
present and future claims, a Claims Payment Ratio has been
determined which, as of the Effective Date, has been set at 65%
for Category A claims, which consist of PI Trust Claims
involving severe asbestosis and malignancies that were
unliquidated as of the Petition Date, and at 35% for Category
B claims, which are PI Trust Claims involving non-malignant
Asbestosis or Pleural Disease that were similarly unliquidated
as of the Petition Date.  The Claims Payment Ratio will not
apply to any Prepetition Liquidated Claims or to any claims for
Other Asbestos Disease.  In each year, after the determination
of the Maximum Available Payment, 65% of that amount will be
available to pay Category A claims and 35% will be available to
pay Category B claims that have been liquidated since the
Petition Date.

In the event there are insufficient funds in any year to pay the
liquidated claims within either or both of the Categories, the
available funds allocated to the particular Category shall be
paid to the maximum extent to claimants in that Category based
on their place in the FIFO Payment Queue, which will be based
upon the date of claim liquidation.  Claims for which there are
insufficient funds allocated to the relevant Category will be
carried over to the next year where they will be placed at the
head of the FIFO Payment Queue.  If there are excess funds in
either or both Categories, because there is an insufficient
amount of liquidated claims to exhaust the Maximum Available
Payment amount for that Category, then the excess funds for
either or both Categories will be rolled over and remain
dedicated to the Category to which they were originally
allocated.

AWI warns that there is "inherent uncertainty" regarding AWI's
total asbestos-related tort liabilities, as well as the total
value of the assets available to the PI Trust to pay PI Trust
Claims.  Consequently, there is inherent uncertainty regarding
the amounts that holders of PI Trust Claims will receive.

The Trustees must base their determination of the Payment
Percentage on current estimates of the number, types, and values
of present and future PI Trust Claims, the value of the assets
then available to the PI Trust for their payment, all
anticipated administrative and legal expenses, and any other
material matters that are reasonably likely to affect the
sufficiency of funds to pay a comparable percentage of full
value to all holders of PI Trust Claims.  When making these
determinations, the Trustees are directed to "exercise common
sense" and flexibly evaluate all relevant factors.

The uncertainty surrounding the amount of the PI Trust's future
assets is due in significant part to the fact that the estimates
of those assets do not take into account the possibility that
the PI Trust may receive substantial additional funds from
successful recoveries of insurance proceeds that have been
assigned to the PI Trust with respect to which the coverage is
presently in dispute or the solvency of the carrier is in doubt.
If the PI Trust successfully resolves an insurance coverage
dispute or otherwise receives a substantial recovery of
insurance proceeds, the PI Trust will use those proceeds first
to maintain the Payment Percentage then in effect.  If the
insurance recovery exceeds the amount estimated to be reasonably
necessary to maintain the Payment Percentage then in effect, the
PI Trust, with the consent of the TAC and the Future Claimants'
Representative, will adjust the Payment Percentage upward to
reflect the increase in available assets, and will also make
supplemental payments to claimants who previously liquidated
their claims against the PI Trust and received payments based on
a lower Payment Percentage.  The amount of any such supplemental
payment will be the liquidated value of the claim multiplied by
the newly adjusted Payment Percentage, less all amounts
previously paid the claimant with respect to the claim.

The PI Trust will order claims that are sufficiently complete to
be reviewed for processing purposes on a FIFO basis except as
otherwise provided.  For all claims filed on or before the date
six months after the Effective Date of the Plan, a claimant's
position in the FIFO Processing Queue will be determined as of
the earlier of:

        (i) the date prior to the Petition Date (if any) that
            the specific claim was either filed against AWI in
            the tort system or was actually submitted to AWI
            pursuant to an administrative settlement agreement;

       (ii) the date before the Petition Date that a claim was
            filed against another defendant in the tort system
            if at the time the claim was subject to a tolling
            agreement with AWI;

      (iii) the date after the Petition Date (if any) but before
            the Effective Date that the claim was filed against
            another defendant in the tort system;

       (iv) the date after the Petition Date (if any) but before
            the Effective Date that a proof of claim was filed
            against AWI in AWI's Chapter 11 case;

        (v) the date a ballot was submitted in AWI's Chapter 11
            case for purposes of voting on the Plan in
            accordance with the voting procedures adopted by
            the Bankruptcy Court; or

       (vi) the date after the Effective Date but on or before
            the Initial Claims Filing Date that the claim was
            filed with the PI Trust.

Following the Initial Claims Filing Date, the claimant's
position in the FIFO Processing Queue will be determined by the
date the claim was filed with the PI Trust.  If any claims are
filed on the same date, the claimant's position in the FIFO
Processing Queue will be determined by the date of the diagnosis
of the claimant's asbestos-related disease. If any claims are
filed and diagnosed on the same date, the claimant's position in
the FIFO Processing Queue will be determined by the date of
the claimant's birth, with older claimants given priority over
younger claimants.

To be eligible for a place in the FIFO Processing Queue, a claim
must meet either:

    (i) for claims first filed in the tort system against AWI
        prior to the Petition Date, the applicable federal,
        state and foreign statute of limitation and repose
        that was in effect at the time of the filing of the
        claim in the tort system, or

   (ii) for claims that were not filed against AWI in the tort
        system prior to the Petition Date, the applicable
        statute of limitation and repose that was in effect at
        the time of the filing with the PI Trust.  However, the
        running of the relevant statute of limitation will be
        tolled as of the earliest of:

        (A) the actual filing of the claim against AWI
            prior to the Petition Date, whether in the
            tort system or by submission of the claim to
            AWI pursuant to an administrative settlement
            agreement;

        (B) the filing of the claim against another
            defendant in the tort system prior to the
            Petition Date if the claim was tolled
            against AWI at the time by an agreement or
            otherwise;

        (C) the filing of a claim after the Petition Date
            but prior to the Effective Date against another
            defendant in the tort system;

        (D) the date after the Petition Date (if any) but
            before the Effective Date that a proof of claim
            was filed against AWI in AWI's Chapter 11 case;

        (E) the date a ballot was submitted in AWI's Chapter
            11 case for purposes of voting on the Plan in
            accordance with the voting procedures adopted by
            the Bankruptcy Court; or

        (F) the filing of a proof of claim with the requisite
            supporting documentation with the PI Trust after
            the Effective Date.

If a PI Trust Claim meets any of these tolling provisions and
the claim was not barred by the applicable statute of limitation
at the time of the tolling event, it will be treated as timely
filed if it is actually filed with the PI Trust within three
years after the Effective Date of the Plan.  In addition, any
claims that were first diagnosed after the Petition Date,
irrespective of the application of any relevant statute of
limitation or repose, may be filed with the PI Trust within
three years after the date of diagnosis or within three years
after the Effective Date, whichever occurs later.  However, the
processing of any PI Trust Claim by the PI Trust may be deferred
at the claimant's election.

PI Trust Claims that have been liquidated by the Expedited
Review Process, by the Individual Review Process, by
arbitration, or by litigation in the tort system will be paid in
FIFO order based on the date their liquidation became final, all
such payments being subject to the applicable Payment
Percentage, the Maximum Available Payment, and the Claims
Payment Ratio.

Where the claimant is deceased or incompetent, and the
settlement and payment of his or her claim must be approved by a
court of competent jurisdiction or through a probate process
prior to acceptance of the claim by the claimant's
representative, an offer made by the PI Trust on the claim will
remain open so long as proceedings before that court or in that
probate process remain pending, provided that the PI Trust
has been furnished with evidence that the settlement offer has
been submitted to such court or probate process for approval.
If the offer is ultimately approved by the court or through the
probate process and accepted by the claimant's representative,
the PI Trust will pay the claim in the amount so offered,
multiplied by the Payment Percentage in effect at the time the
offer was first made.

As soon as practicable after the Effective Date, the PI Trust
will pay, upon submission by the claimant of the applicable PI
Trust proof of claim form together with all required
documentation, all PI Trust Claims that were liquidated by:

        (i) a binding settlement agreement for the particular
            claim entered into prior to the Petition Date that
            is judicially enforceable by the claimant,

       (ii) a jury verdict or non-final judgment in the tort
            system obtained prior to the Petition Date, or

      (iii) by a judgment that became final and non-appealable
            prior to the Petition Date.

Prepetition Liquidated Claims will be processed and paid in
accordance with their order in a separate FIFO queue to be
established by the PI Trust based on the date the PI Trust
received a completed proof of claim form with all required
documentation for the particular claim; provided, however, the
amounts payable with respect to such claims will not be subject
to or taken into account in consideration of the Claims Payment
Ratio, but will be subject to the Maximum Annual Payment and
Payment Percentage provisions.  If any Prepetition Liquidated
Claims were filed on the same date, the claimants' position in
the FIFO queue for such claims will be determined by the date on
which the claim was liquidated.  If any Prepetition Liquidated
Claims were both filed and liquidated on the same dates, the
position of those claimants in the FIFO queue will be determined
by the dates of the claimants' birth, with older claimants given
priority over younger claimants.

Holders of Prepetition Liquidated Claims that are secured by
letters of credit, appeal bonds, or other security or sureties
will first exhaust their rights against any applicable security
or surety before making a claim against the PI Trust.

Within six months after the establishment of the PI Trust, the
Trustees with the consent of the TAC and the Future Claimants'
Representative will adopt procedures for reviewing and
liquidating all unliquidated PI Trust Claims, which will include
deadlines for processing such claims. Such procedures will also
require claimants seeking resolution of unliquidated PI Trust
claims to first file a proof of claim form, together with the
required supporting documentation.  It is anticipated that the
PI Trust will provide an initial response to the claimant within
six months of receiving the proof of claim form.

The proof of claim form will require the claimant to assert his
or her claim for the highest Disease Level for which the claim
qualifies at the time of filing.  Irrespective of the Disease
Level alleged on the proof of claim form, all claims will be
deemed to be a claim for the highest Disease Level for which the
claim qualifies at the time of filing, and all lower Disease
Levels for which the claim may also qualify at the time of
filing or in the future will be treated as subsumed into the
higher Disease Level for both processing and payment purposes.

Upon filing of a valid proof of claim form with the required
supporting documentation, the claimant will be placed in the
FIFO Processing Queue, and will advise the PI Trust whether the
claim should be liquidated under the PI Trust's Expedited Review
Process or, in certain circumstances, the PI Trust's Individual
Review Process.

There are eight Disease Levels.  These Disease Levels, Scheduled
Values, and Medical/Exposure Criteria will apply to all PI Trust
Voting Claims filed with the PI Trust on or before the Initial
Claims Filing Date.  Thereafter, with the consent of the TAC and
the Future Claimants' Representative, the Trustees may add to,
change or eliminate Disease Levels, Scheduled Values, or
Medical/Exposure Criteria; develop subcategories of Disease
Levels, Scheduled Values or Medical/Exposure Criteria; or
determine that a novel or exceptional asbestos personal
injury claim is compensable even though it does not meet the
Medical/Exposure Criteria for any of the then current Disease
Levels.

Disease Level      Scheduled Value   Medical/Exposure Criteria
-------------      ---------------   -------------------------
Mesothelioma
-- Level VIII          $110,000     Diagnosis of mesothelioma;
                                       and "credible" evidence
                                       of AWI Exposure

Lung Cancer 1
-- Level VII               $42,500     Diagnosis of a primary
                                      lung cancer plus evidence
                                      of an underlying Bilateral
                                      Asbestos-Related
                                      Nonmalignant Disease; & 6
                                      months AWI exposure before
                                      December 31, 1982,
                                      Significant Occupational
                                      Exposure to asbestos, and
                                      supporting medical
                                      documentation establishing
                                      asbestos exposure as a
                                      contributing factor in
                                      causing the lung cancer
                                      in question.

Lung Cancer 2
-- Level VI                 None     Diagnosis of a primary lung
                                      cancer; AWI Exposure prior
                                      to December 31, 1982, and
                                      supporting medical
                                      documentation establishing
                                      asbestos exposure as a
                                      contributing factor in
                                      causing the lung cancer
                                      in question.

                                      Lung Cancer 2 -- Level VI
                                      claims are claims that do
                                      not meet the more
                                      stringent medical and/or
                                      exposure requirements of
                                      Lung Cancer -- Level VII
                                      claims. All claims in
                                      this Disease Level will
                                      be individually evaluated.
                                      The estimated likely
                                      average of the individual
                                      evaluation awards for this
                                      category is $15,000, with
                                      such awards capped at
                                      $50,000, unless the
                                      claim qualifies for
                                      Extraordinary Claim
                                      Treatment.

                                      Level VI claims that show
                                      no evidence of either an
                                      underlying Bilateral
                                      Asbestos-Related
                                      Non-malignant Disease
                                      or Significant
                                      Occupational Exposure may
                                      be individually evaluated,
                                      although it is not
                                      expected that such claims
                                      will be treated as having
                                      any significant value,
                                      especially if the claimant
                                      is also a Smoker.  In any
                                      event, no presumption of
                                      validity will be available
                                      for any claims in this
                                      category.

Other Cancer
-- Level V               $21,500     Diagnosis of a primary
                                      colo-rectal, laryngeal,
                                      esophageal, pharyngeal,
                                      or stomach cancer, plus
                                      evidence of an underlying
                                      Bilateral Asbestos-Related
                                      Nonmalignant Disease, 6
                                      Months AWI Exposure before
                                      December 31, 1982;
                                      Significant Occupational
                                      Exposure to asbestos, and
                                      supporting medical
                                      documentation establishing
                                      asbestos exposure as a
                                      contributing factor in
                                      causing the other cancer
                                      in question.

Severe Asbestosis
-- Level IV              $42,500     Diagnosis of asbestosis
                                      with ILO of 2/1 or
                                      greater, or asbestosis
                                      determined by pathological
                                      evidence of asbestos, plus
                                      TLC less than 65%, or FVC
                                      less than 65% and FEV1/FVC
                                      ratio greater than 65%; 6
                                      months AWI Exposure prior
                                      to December 31, 1982;
                                      Significant Occupational
                                      Exposure to asbestos, and
                                      supporting medical
                                      documentation establishing
                                      asbestos exposure as a
                                      contributing factor in
                                      causing the pulmonary
                                      disease in question.

Asbestosis/
Pleural Disease
-- Level III              $9,700     Diagnosis of asbestosis
                                      with ILO of 1/0 or greater
                                      or asbestosis determined
                                      by pathology, or bilateral
                                      pleural disease of B2 or
                                      greater, plus TLC less
                                      than 80%, or FVC less than
                                      80% and FEV1/FVC ratio
                                      greater than or equal to
                                      65%, and six months AWI
                                      Exposure before Dec. 31,
                                      1982; Significant
                                      Occupational Exposure to
                                      asbestos, and supporting
                                      medical documentation
                                      establishing asbestos
                                      exposure as a contributing
                                      factor in causing the
                                      pulmonary disease in
                                      question.

Asbestosis/
Pleural Disease
-- Level II               $3,700     Diagnosis of a Bilateral
                                      Asbestos-Related
                                      Nonmalignant Disease,
                                      and 6 months AWI Exposure
                                      before December 31, 1982;
                                      5 years cumulative
                                      occupational exposure to
                                      asbestos.

Other Asbestos
Disease -- Level
I -- Cash Discount
Payment                     $400     Diagnosis of a Bilateral
                                      Asbestos-Related
                                      Nonmalignant Disease or
                                      an asbestos-related
                                      malignancy other than
                                      mesothelioma, and AWI
                                      Exposure before Dec. 31,
                                      1982.

                     Asbestos PD Trust Agreement

The Asbestos PD Trust functions are similar to the PI Trust,
however, the claim procedure is different.

On or before the date that is 90 days after the Effective Date
of the Plan, the Asbestos PD Trust must mail to each Claimant
that has filed a proof of claim in the Chapter 11 Cases that has
not previously been disallowed or withdrawn, a copy of the
"Asbestos Property Damage Claims Resolution Procedures" and a
"Claim Information Form."

Each Claimant must complete and serve the Claim Information Form
so that it is received at the address specified on the Claim
Information Form on or before the Claims Information Deadline.

The Claimant will complete a separate Claim Information Form for
each building and associated ACBM for which a Claim is made.
Each Claim Information Form will state separately for each
building this information:

       * the name, address and use of the building;

       * the date on which the Claimant first became aware of
         the presence of the ACBM;

       * the date on which each type of ACBM was installed;

       * separately for each Homogenous Area, the type of ACBM
         -- e.g., vinyl asbestos floor tile -- and its specific
         location -- room or other designated area within the
         building;

       * separately for each Homogeneous Area of ACBM remaining
         in place, the quantity thereof -- in square feet for
         flooring products or in linear feet for insulation or
         other products, the scheduled date of its removal and
         the estimated or contracted cost of its removal;

       * separately for each Homogeneous Area of ACBM that has
         been removed, the quantity -- in square feet for
         flooring products or in linear feet for insulation or
         other products, the date of its removal and the actual
         total cost of its removal.

The Claimant must submit with each Claim Information Form
documentary evidence:

      -- a copy of all documentary evidence of the date of
         installation of the ACBM;

      -- a copy of all documentary evidence of the date on which
         the Claimant first became aware of the presence of the
         ACBM;

      -- an Accredited Laboratory Report;

      -- with respect to a building in which the ACBM remains in
         place, an Accredited Management Planner Report in which
         it is stated that the ACBM for which a Claim is made is
         in a friable condition and is the source of asbestos
         fibers released into the air in excess of the OSHA PEL
         as determined by the average of a minimum of three area
         air samples per Homogeneous Area;

      -- for ACBM that remains in place, a copy of all
         documentary evidence of the schedule for its removal
         and the estimated or contracted cost of its removal;

      -- with respect to a building in which the ACBM has been
         removed, evidence that such ACBM was in a friable
         condition and was the source of asbestos fibers
         released into the air in excess of the OSHA PEL prior
         to its removal; and

      -- for removed ACBM, a copy of all documentary evidence of
         the actual cost of its removal.

Failure to provide this information is sufficient grounds for
the Asbestos PD Trustee to deny a claim or any part thereof.

A Claim seeking contribution, in addition to fulfilling these
requirements, will be accompanied by all documentation
evidencing payment for which the Claim is made.

Each Claim will be reviewed for compliance with the
Qualification Criteria and its Nominal Value will be determined
in accordance with the Compensation Model.

To be allowed, a Claim must satisfy the Qualification Criteria:

    (1) The Claimant properly filed a proof of claim
        corresponding to the ACBM for which the Claim
        is made in the Chapter 11 Cases on or before
        the Asbestos PD Bar Date -- March 20, 2002, except
        to the extent that the Bankruptcy Court has ordered
        that the Claimant be permitted to file a proof of
        claim untimely, and the Claimant has, in fact, filed
        its proof of claim within the time specified by the
        Bankruptcy Court;

    (2) The Claim has not previously been disallowed by
        a Bankruptcy Court order;

    (3) The Claim is not time-barred under the statute of
        limitations or statute of repose of the applicable
        jurisdiction;

    (4) The Claim is not otherwise barred by the law of the
        applicable jurisdiction; and

    (5) The Claimant timely served a Claim Information Form
        providing the information required by these procedures
        and the documentary evidence required by these
        procedures.

Failure to satisfy any of the Qualification Criteria is
sufficient grounds for the Asbestos PD Trustee to deny a Claim
or any part of it.

The Nominal Value of each Claim will be calculated by the
Asbestos PD Trust with reference to the quantity of friable ACBM
that remains in place or that has been removed from each
Homogeneous Area for which a Claim is made, applying the
criteria set forth in the Compensation Model.

These criteria are to be applied to the quantity of the ACBM in
each Homogenous Area for which a Claim is made in order to
determine its Nominal Value:

       * For asbestos-containing asphalt floor tile and
         associated adhesive installed before December 31, 1973
         and removed no later than December 6, 2000, 10% of the
         total incremental difference between the actual cost of
         removal on a per square foot basis and $4.00 per
         square foot multiplied by the total number of square
         feet of ACBM satisfying the Qualification Criteria;
         for such material that remains in place after
         December 6, 2000, 5% of the total incremental
         difference between the actual cost of removal on a
         per square foot basis and $4.00 per square foot
         multiplied by the total number of square feet of ACBM
         satisfying the Qualification Criteria.

       * For vinyl asbestos floor tile, sheet vinyl with
         Hydrocord backing and associated adhesive installed
         before December 31, 1983 and removed no later than
         December 6, 2000, 10% of the total incremental
         difference between the actual cost of removal on a per
         square foot basis and $4.00 per square foot multiplied
         by the total number of square feet of ACBM satisfying
         the Qualification Criteria; for such material that
         remains in place after December 6, 2000, 5% of the
         total incremental difference between the actual cost
         of removal on a per square foot basis and $4.00 per
         square foot multiplied by the total number of square
         feet of ACBM satisfying the Qualification Criteria.

With respect to ACBM identified in these categories, the maximum
incremental difference upon which Nominal Value is calculated
will be $4.00.  For all other ACBM for which a Claim is made,
Nominal Value will be no greater than 5% of the actual cost of
removal. (Armstrong Bankruptcy News, Issue No. 39; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


ATLANTIC COAST: Q1 Earnings to Differ from Consensus Estimates
--------------------------------------------------------------
Atlantic Coast Airlines (Nasdaq: ACAI), the Dulles, Virginia-
based United Express and Delta Connection carrier, announced
that earnings for the first quarter of 2003 will differ
materially from published analysts' consensus estimates, that it
is taking steps to deal with the current difficulties in the
airline industry, and that it remains in discussions with
Bombardier to defer certain CRJ deliveries originally scheduled
for 2003 and 2004.

The company's earnings for first quarter 2003 are materially
affected by the fact that the fee-per-departure rates paid by
United Airlines have not been set for 2003, with the result that
ACA continues to accrue and be paid revenue from United at 2002
rates.  Primarily as a result of decreases in scheduled aircraft
utilization, the existing rates for 2002 do not adequately
compensate the company.  Under ACA's agreement with United,
rates are to be reviewed each year and modified to reflect
changes in costs and developments that have a significant
impact.  Although ACA has been and is continuing to pursue
discussions with United regarding rates for 2003, the company
now believes that this process will not be timely completed with
United.

In addition, the company's first quarter results were
significantly affected by severe weather conditions at its
Washington Dulles hub and many of the cities it serves in the
Northeastern and Midwestern United States, the effects of
damaged aircraft on operational results, additional expenses for
contingency planning and legal expenses associated with the
bankruptcies of both United and Fairchild, and charges related
to a payment to Delta Air Lines to remove contractual
restrictions on the use of its ACJet subsidiary.

Assuming that ACA is not able to finalize rate adjustments with
United prior to reporting results for the first quarter and
including the effects of the items noted above, the company
anticipates that first quarter earnings will be in the range of
four to five cents per share.  The company is continuing to
review and evaluate the effect of these items, and will provide
further detail when it announces first quarter results on
April 23, 2003.  Due to industry conditions and uncertainties
regarding its situation with United, the company did not
previously provide earnings guidance for the first quarter.
However, the company believes that the inability to finalize
rate adjustment with United and the other items noted above
account for its results being out of line with analysts'
consensus estimates.

Independent of the rate setting discussion with United, the
company is taking steps to address the current difficulties
faced by the airline industry and its partners:

    -- Due to the unavailability of acceptable financing and
other uncertainties facing ACA in the coming months, the company
is continuing its discussions with Bombardier to defer certain
CRJ deliveries scheduled for 2003 and 2004.  In connection with
potential changes in its CRJ delivery schedule, the company is
reviewing the retirement plan for its fleet of J-41 turboprops,
a plan that is subject to change depending on the outcome of the
discussions with Bombardier.

    -- The company announced that it has commenced an aggressive
cost reduction effort to lower its cost to its major airline
partners and ensure that its costs remain competitive in a
difficult revenue environment.  The cost reduction effort
includes the following:

    Effective April 1, most salaried employees' base salaries
were reduced by 5-10%, and all of the company's bonus plans were
eliminated or reduced. These cuts affect the senior management
group the most, resulting in an effective reduction of between
30-40% of potential cash compensation.

    Approximately 330 employees will be subject to a reduction
in force in the coming months, including 197 pilots.  The pilot
furloughs are necessary to bring crew numbers to levels
appropriate for current aircraft utilization and changes to the
fleet plan now anticipated by the company.

    Additional cost reduction measures are being implemented
including the renegotiation of vendor agreements and a reduction
in capital expenditures.

Chairman and Chief Executive Officer Kerry Skeen said, "It is
especially difficult for us to take these steps, including
reductions in compensation and furloughs, given the dedication
and unwavering effort of our employees over the last 12 months.
However, it is also incumbent on us during this difficult time
to ensure that ACA is positioned to offer a competitive product
at a competitive price that is in step with what passengers are
willing to pay, particularly in light of all the factors
currently affecting passenger traffic and the anticipated impact
on industry revenue.  This is the first time we have had to
furlough crew members since 1995 and it is not without remorse
that we must proceed."

ACA operates a fleet of 142 aircraft -- including 112 regional
jets -- and offers over 850 daily departures, serving 84
destinations in the Eastern and Midwestern United States as well
as Canada.

Atlantic Coast Airlines employs approximately 5,000 aviation
professionals.  The common stock of parent company Atlantic
Coast Airlines Holdings, Inc. is traded on the Nasdaq National
Market under the symbol ACAI. For more information about ACA,
visit the Web site at http://www.atlanticcoast.com

As reported in Troubled Company Reporter's December 11, 2002
edition, Atlantic Coast Airlines Holdings Inc.'s (B-/Negative/-)
rating and outlook by Standard & Poor's were not affected by
United Air Lines Inc.'s (D) filing for Chapter 11 bankruptcy
protection on Dec. 9, 2002.


ATLAS AIR: Units Reach Debt Restructuring Agreement with GECAS
--------------------------------------------------------------
Atlas Air Worldwide Holdings, Inc.'s (NYSE: CGO) subsidiaries,
Atlas Air, Inc. and Polar Air Cargo, Inc. have reached an
agreement with GECAS, a creditor and the Company's largest
lessor, to restructure their obligations in conjunction with the
comprehensive restructuring program announced March 28, 2003,
and commenced making payments to GECAS on a restructured basis.

In addition, Atlas Air Worldwide Holdings is currently
negotiating with several of its other creditors and lessors
regarding similar restructuring agreements. The Company hopes to
reach agreement with, and resume making payments on a
restructured basis, to these creditors and lessors by the end of
April, or as soon as possible thereafter.

The Company is optimistic that these restructuring discussions
will be successful. However, there is no assurance that this
will be the case.

Atlas Air offers its customers a complete line of freighter
services, specializing in ACMI (Aircraft, Crew, Maintenance, and
Insurance) contracts, utilizing its fleet of Boeing 747
aircraft. Polar Air Cargo's fleet of Boeing 747 freighters
specializes in time-definite, cost-effective airport-to-airport
scheduled airfreight service.

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


AURORA FOODS: Working with NYSE on Listing Standards Compliance
---------------------------------------------------------------
Aurora Foods Inc. (NYSE: AOR), a producer and marketer of
leading food brands, is working with the New York Stock Exchange
to present a plan that will demonstrate the Company's compliance
with the NYSE's continued listing standards within the required
time frames.  The Company's plan, if accepted, will be reviewed
by the NYSE for ongoing compliance with its objectives.

Aurora's common stock falls below the NYSE's continued listing
criteria relating to minimum share price.  In addition, the NYSE
has recently advised Aurora that the Company has fallen below
the NYSE's criteria with regard to maintaining an average market
capitalization of not less than $50 million over a 30-day
trading period and stockholders' equity of not less than $50
million.

Aurora has formally acknowledged receipt of this most recent
notification from the NYSE.

As reported in Troubled Company Reporter's February 28, 2003
edition, Standard & Poor's Ratings Services lowered its
corporate credit rating on packaged foods company Aurora Foods
Inc., to 'CCC' from 'B-'.

The outlook on the St. Louis, Missouri-based company is
negative. The company had a total debt of about $1.05 billion as
of Dec. 31, 2002.

The downgrade reflects Aurora's inability to meet Standard &
Poor's expectation of improved operating and financial
performance in a timely manner.

"The ratings reflect Aurora's weak financial profile, including
its high debt levels and limited financial resources," said
Standard & Poor's credit analyst Ronald Neysmith. "These factors
are partially mitigated by the company's niche position in the
branded packaged food industry."

DebtTraders says that Aurora Foods Inc.'s 9.875% bonds due 2007
(AOR07USR2) are trading at 43 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=AOR07USR2for
real-time bond pricing.


BALLANTRAE HEALTHCARE: Wants Additional Time to File Schedules
--------------------------------------------------------------
Ballantrae Healthcare LLC and its debtor-affiliates want more
time from the U.S. Bankruptcy Court for the Court Northern
District of Texas, to prepare and file their schedules of assets
and liabilities, and statements of financial affairs.

The Debtors tell the Court that they need until May 27, 2003, to
file their schedules of assets and liabilities, statements of
financial affairs and lists of executory contracts and unexpired
leases required under 11 U.S.C. Sec. 521(1).

The Debtors tell the Court that they have thousands of creditors
and operate their businesses from various locations in several
states.

Ballantrae Healthcare, LLC is a nursing home operator.  The
Company and its debtor-affiliates filed for chapter 11
protection on March 28, 2003 (Bankr. S.D. Tex. Case No. 03-
33152).  David Ellerbe, Esq., at Neligan, Tarpley, Andrews and
Foley LLP represents the Debtors in their restructuring efforts.
When the Company filed for protection from its creditors, it
listed $23,555,239 in total assets and $39,243,335 in total
debts.


BANCA ANTONIA POPOLARE: Commences New York Branch Liquidation
-------------------------------------------------------------
On March 10, 2003, Banca Antonia Popolare Veneta S.p.A. (a/k/a
Banca Antonveneta) commenced the liquidation of its New York
branch, located at 17 State Street, New York, New York 10004,
under the provisions of Section 605.11(c) of the New York State
Banking Law.

Upon completion of the liquidation, all business related thereto
will be conducted from the Banca Popolare Veneta offices abroad.

All inquiries with respect to the winding up of the New York
branch should be directed, on or before June 30, 2003, to:

            Mr. Renato Bassi
            Executive Vice President and General Manager
            Banca Antonia Popolare Veneta S.p.A.
            17 State Street
            New York, NY 10004
            Tel: 212-412-9600


BESTNET: Raises Over $1 Million in Private Placement Financing
--------------------------------------------------------------
BestNet Communications Corporation (OTC Bulletin Board: BESC), a
provider of patented Internet-based communication solutions,
announces results for the second quarter ending February 28,
2003. In addition, the company is also pleased to announce it
has raised over $1,000,000 in capital to fund continued growth.

Revenues for the second quarter ending February 28, 2003
increased 35% as compared with the same period last year. In
addition, fiscal year to date revenue is up 47% as compared to
last year. Cost of Goods Sold continued to trend lower as a
percent of revenue reflecting close management of carrier and
network costs. A positive 11.4% gross margin was generated
during the second quarter as compared to negative contribution
during the same period last year. Upward pressure was seen on
General and Administrative costs however numerous steps have
been taken to reduce these expenses. Steps include switching
web- hosting providers, restructuring sales and marketing and
close management of professional service fees. The results of
these cost cutting measures will begin to be realized in the
third quarter as a direct result of their implementation. Robert
A. Blanchard, President and CEO of BestNet commented, "We are
pleased with the higher demand for our services along with our
ability to raise needed capital to fund our growth. This is a
reflection of our continued commitment to the quality of our
proprietary technology network, sound fiscal management, solid
staff team work and meeting the needs of our global customers."

BestNet is also pleased to report the completion of over
$1,000,000 in private placement financing through both a Senior
Secured Note and Unit offering. Further details of these
financings are contained in the companies 10-QSB that released
Monday. "We are very pleased with this recent infusion of
working capital," said Paul H. Jachim, COO & CFO of BestNet.
"Given current market conditions for companies of our size, this
financing represents a significant accomplishment and gives us
the resource we need to continue substantial growth of our
business." Jachim went on to say, "I am also pleased with our
recent cost improvement efforts. Those who have recently been to
our web sites and used our applications have noticed an increase
in speed and performance. This is directly related to a new web
hosting relationship and new network equipment we put in place
March 1, 2003. In addition to increased performance, our
contract will provide us considerable cost savings during its
three-year life. Additionally recent upgrades to our data base
equipment has also improved service to our customers worldwide."

BestNet Communications is an Internet-based provider of long
distance, conference calling and e-commerce communication
services. BestNet's services are accessed via the internet and
delivered using standard phone lines. This results in a cost
effective high quality service for both businesses and
consumers.

Under the brand name Bestnetcall -- http://www.bestnetcall.com
-- the patented service offers subscribers premium quality
calls, at significantly lower rates. Calls can also be launched
via a desktop application or handheld devices including
Palm(TM), Pocket PC(R) and Blackberry(TM) and used with any
standard or wireless phone.

BestNet Communications' February 28, 2003 balance sheet shows a
working capital deficit of about $1 million, and an accumulated
deficit of about $26 million.


BLACK HILLS: Promotes David Emery as COO for Retail Operations
--------------------------------------------------------------
Black Hills Corporation (NYSE: BKH) -- with a working capital
deficit of about $316 million at September 30, 2002 -- announced
the creation of another corporate officer-level position along
with several corporate promotions.

David R. Emery has been promoted to President and Chief
Operating Officer for retail electric utility and communications
operations. In this role, Mr. Emery will lead the executive
oversight of Black Hills Power and Black Hills FiberCom,
including the ongoing integration of various functions that will
streamline retail operations and boost productivity.  Mr. Emery
has been with Black Hills Corporation in increasingly
responsible roles for 14 years, most recently serving as Vice
President - Fuel Resources.

John W. Salyer, Jr. has been appointed to the new position of
Executive Vice President - Strategic Planning and Development.
Mr. Salyer has led the Company's non-regulated power generation
subsidiary since 2000. In his new role, he will continue these
efforts during a transition period and assume Company-wide
development efforts, concentrating on power generation, fuel
production and mid-stream energy assets. In addition, he will
lead corporate strategic planning activities. Mr. Salyer will
work closely with Thomas M. Ohlmacher, the President and Chief
Operating officer of Black Hills Energy, the Company's non-
regulated energy business group, and Mr. Emery relating to the
retail businesses.

The following corporate changes were also announced: Mark T.
Thies has been promoted to Executive Vice President and Chief
Financial Officer. Russell L. Cohen has been promoted to Senior
Vice President - Risk Management.

Daniel P. Landguth, Chairman and CEO of Black Hills Corporation,
said, "The appointment and promotions announced today augment
our management team in important ways. We welcome David Emery to
his new position concentrating on our important retail customer
base. We also have strengthened our planning and development
function with the addition of John Salyer to our corporate
officer team. Consistent with our strategy, we believe there are
expansion opportunities in power generation, natural gas and the
development of mid- stream assets that connect raw fuels to
markets in the West."

Black Hills Corporation -- http://www.blackhillscorp.com-- is a
diverse energy and communications company. Black Hills Energy,
our wholesale energy unit, generates electricity, produces
natural gas, oil and coal and markets energy; Black Hills Power
is our electric utility serving western South Dakota,
northeastern Wyoming and southeastern Montana; and Black Hills
FiberCom, our broadband communications company, offers bundled
telephone, high speed Internet and cable entertainment services.


BURLINGTON INDUSTRIES: Hires MBL and DrKW as Investment Bankers
---------------------------------------------------------------
Burlington Industries, Inc., and its debtor-affiliates seek the
Court's authority to employ Miller Buckfire Lewis & Co., LLC and
Dresdner Kleinwort Wasserstein, Inc. as their investment bankers
in these Chapter 11 cases.

According to Rebecca L. Booth, Esq., at Richards, Layton &
Finger, in Wilmington, Delaware, since the Court's approval of
the Modified Bidding Procedures, the Debtors have been working
with their primary constituencies to ensure that the marketing,
due diligence and sale process in these cases maximize value for
all stakeholders.

To this end, the Debtors and their primary constituencies
believe that the services of one or more investment bankers are
necessary and appropriate to implement the Modified Bidding
Procedures. One of the proposals received by the Debtors was a
proposal that MBL and DrKW would work together for the Debtors.

The Debtors determined that MBL's and DrKW's proposal was
superior in view of the qualifications of the two firms and also
in view of the economics of the proposal when compared to the
alternative proposals that the Debtors received.  The Debtors
therefore selected MBL and DrKW as their investment bankers on
March 13, 2003.  The Advisors commenced work for the Debtors
immediately on March 14, 2003.

Ms. Booth relates that MBL commenced operating on July 16, 2002
as an independent firm providing strategic and financial
advisory services in large-scale corporate restructuring
transactions. MBL is owned and controlled by Henry S. Miller,
Kenneth A. Buckfire and Martin F. Lewis and by the employees of
MBL.  MBL currently has approximately 38 employees,
substantially all of whom were employees of the Financial
Restructuring Group of DrKW prior to July 16, 2002.

MBL's professionals have extensive experience in providing
financial advisory and investment banking services to
financially distressed companies and to creditors, equity
constituencies and government agencies in reorganization
proceedings and complex financial restructurings, both in and
out of court.

Ms. Booth also states that DrKW is a leading integrated
investment bank.  DrKW has advised on M&A deals in the last two
years with a total value over $394,000,000, and DrKW ranks
second in UK M&A, second in German M&A, second in European-to-US
cross border M&A, sixth in equity advisory/broker roles, seventh
in global M&A and seventh in US M&A.

Ms. Booth asserts that the Advisors' resources, capabilities and
experience are crucial to the marketing, due diligence and sale
process in these cases and the Debtors' restructuring.  In
addition, the combined capabilities of MBL and DrKW will provide
the Debtors with unsurpassed expertise and contacts.

The Debtors anticipate that the Advisors will:

  (a) familiarize themselves with the Debtors' business
      operations, properties, financial condition and prospects;

  (b) provide financial advice and assistance to the Debtors in
      connection with a Transaction, identify potential
      acquirors and, at the Debtors' request, contact potential
      acquirors;

  (c) assist the Debtors in preparing or revising materials to
      be used in soliciting potential acquirors;

  (d) if requested by the Debtors, assist the Debtors and
      participate in negotiations with potential acquirers; and

  (e) if requested by the Debtors, participate in hearings
      before the Bankruptcy Court with respect to the matters
      upon which the Advisors have provided advice, including,
      as relevant, by coordinating with the Debtors' counsel
      with respect to testimony in connection therewith.

The Advisors intend to charge monthly financial advisory fees
plus a Transaction Fee in exchange for their services.  Ms.
Booth relates that the Engagement Letter provides that the
monthly financial advisory fees will be $250,000 for the first
four months and $150,000 per month thereafter.  The Monthly Fees
will be paid 60% to MBL and 40% to DrKW.  All Monthly Fees will
be credited against any Transaction Fee.

The Engagement Letter also provides that the Advisors will be
entitled to receive a transaction fee, if:

  (a) the Debtors receive a Qualified Bid from a Qualified
      Bidder who was contacted by the Advisors during the course
      of the engagement and conduct the Auction or, if they do
      not conduct the Auction, designate the Qualified Bid as
      the Successful Bid, in either case whether or not a
      Transaction with the Qualified Bidder is actually
      Consummated, or

  (b) the Debtors effect a Transaction with a Qualified Bidder
      who was contacted by the Advisors during the course of the
      engagement.

The Transaction Fee will be payable upon the earlier of the
consummation of the Transaction and the confirmation of a plan
of reorganization by the Debtors, equal to $2,000,000 plus an
amount, if any, equal to 2.50% of the Aggregate Consideration in
excess of $579,000,000, as reduced by an amount equal to the
amount of cash paid by the Debtors between April 9, 2003 and the
consummation of the Transaction to satisfy prepetition claims of
the Debtors' creditors.

At this time, Ms. Booth notes, it is not possible to estimate
the amount of time that will be required to perform the services
contemplated by the Engagement Letter or the exact nature of the
transactions to be consummated by the Debtors.  Thus, it is not
possible to estimate the total compensation to be paid to the
Advisors under the Engagement Letter.

Also whether or not any transaction contemplated by the
Engagement Letter is consummated, the Debtors have agreed to
reimburse MBL and DrKW on a monthly basis for their travel and
other reasonable out-of-pocket expenses incurred in connection
with, or arising out of MBL's and DrKW's activities under or
contemplated by the engagement.

In addition, the Engagement Letter provides that the Debtors
will indemnify and hold harmless the Advisors and their
affiliates, their successors and assigns in certain
circumstances.  The Engagement Letter also provides the terms
and conditions of the indemnification.  The Indemnification
Provisions will survive any termination or completion of the
Advisors' engagement under the Engagement Letter.

Pursuant to Section 328(a) of the Bankruptcy Code, the Debtors
seek the Court's approval of the Fee Structure.  Ms. Booth
maintains that the Fee Structure appropriately reflects the
nature of the services to be provided by the Advisors.  The
Advisors propose that the U.S. Trustee will retain the right to
object to the Transaction Fee after the conclusion of the
engagement on these bases only that:

  (a) the fees prove to have been improvident in light of
      developments not capable of being anticipated at the time
      of the fixing of the terms and conditions; or

  (b) the fees are excessive when compared to the fees paid to,
      and results obtained by, other comparable investment
      banking and financial advisory firms in other Chapter 11
      cases involving comparable services.

The Debtors believe that the Fee Structure is fair and
reasonable in light of the:

  (a) industry practice and prior precedent,

  (b) market rates charged for comparable services both in and
      out of the Chapter 11 context,

  (c) the Advisors' substantial experience with respect to
      investment banking services, and

  (d) the nature and scope of work to be performed by the
      Advisors.

Martin F. Lewis, a MBL managing director, and Kenneth Tuchman, a
DrKW vice chairman and managing director, assure Judge Newsome
that neither of the Advisors have any connection with the
Debtors, their creditors, the U.S. Trustee or any other party
with an actual or potential interest in these Chapter 11 cases
or their attorneys or accountants.

To check and clear potential conflicts of interest in these
cases, MBL has searched it client databases.  DrKW and its
affiliates that engage in investment banking activities have
also searched their client databases for the past five years,
and DrKW has issued general inquiries to all of its officers, to
determine whether they had any relationships with the Interested
Parties.

Because the Debtors are a large enterprise with thousands of
creditors and other relationships, the Advisors are unable to
state with certainty that every client relationship has been
disclosed.  In this regard, if the Advisors discover additional
information that requires disclosure, the Advisors will file a
supplemental disclosure with the Court.

Mr. Lewis and Mr. Tuchman assert that the Advisors neither hold
nor represent any interest adverse to the Debtors or their
estates in the matters for which they are to be retained.
Accordingly, Mr. Lewis and Mr. Tuchman contend that each of the
Advisors is a "disinterested person," as defined in Section
101(14) and as required by Section 327(a) of the Bankruptcy
Code.

The Advisors will seek compensation and reimbursement of
expenses with the payment of the fees and expenses to be
approved in accordance with applicable provisions of the
Bankruptcy Code, and pursuant to any additional procedures that
may be established by the Court in these cases; provided,
however, that the Advisors seek permission to maintain detailed
time records in half-hour increments.

The Advisors and the Debtors ask the Court that the approval of
the Advisors' Monthly Fees and Transaction Fee in these cases be
subject to the standards contained in Section 328(a) of the
Bankruptcy Code.  Neither MBL nor DrKW received any prepetition
payments in connection with the proposed services to be
rendered, Ms. Booth tells the Court.

Ms. Booth also assures Judge Newsome that the Advisors and the
Debtors' other professionals will make every effort to function
cohesively to ensure that services provided to the Debtors by
each firm are not duplicated. (Burlington Bankruptcy News, Issue
No. 31; Bankruptcy Creditors' Service, Inc., 609/392-0900)


CELLPOINT INC: First Creditors' Meeting to Convene on May 12
------------------------------------------------------------
The United States Trustee will convene a meeting of Cellpoint,
Inc.'s creditors on May 12, 2003, 4:00 p.m., at Young Building,
300 Booth Street, Room 2110, Reno, NV 89509.  This is the first
meeting of creditors required under 11 U.S.C. Sec. 341(a) in all
bankruptcy cases.

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

Cellpoint, Inc., is in the business of the development, sales
and support of mobile locations software technology and
platforms.  The Company filed for chapter 111 protection on
April 4, 2003 (Bankr. Nev. Case No. 03-51091).  Thomas H. Fell,
Esq., at Gordon & Silver, Ltd., represents the Debtor in its
restructuring efforts.  When the Company filed for protection
from its creditors, it estimates its debts and assets between
$10 million and $50 million.


CELLSTAR CORP: First Quarter Net Loss Tops $17 Million
------------------------------------------------------
CellStar Corporation (Nasdaq: CLST), a value-added wireless
logistics and distribution services leader, reported a net loss
of $16.8 million for the first quarter, compared to net income
of $11.4 million in the first quarter of 2002. Net income in the
first quarter of 2002 included a gain, net of taxes, of $10.9
million from early extinguishment of debt related to the
exchange offer in the first quarter of 2002.

Results for the quarter include a $17.2 million, net of tax,
non-cash impairment charge resulting from the Company's adoption
of FASB Statement No. 142, "Goodwill and Other Intangible
Assets," during the first quarter. The charge represents the
cumulative effect of a change in accounting principle. As a
result, the Company has written off all of the goodwill that was
on the Company's books at November 30, 2002, and will no longer
record amortization of goodwill, which approximated $400,000
each quarter during 2002.

The Company's results for the quarter included a $0.8 million
impairment charge associated with the operations in The
Netherlands, a charge of $1.5 million ($0.9 million after-tax)
for currency losses in Mexico, and a $1.3 million ($0.8 million
after-tax) bad debt reserve in the U.S. due to our customer,
NTELOS, Inc., filing for Chapter 11 reorganization. In addition,
the Company is now required to provide for taxes on
undistributed earnings of several of its foreign subsidiaries
and accordingly recorded a $0.9 million non-cash charge. These
items, including the goodwill write off of $17.2 million,
negatively impacted the first quarter's results by $20.6 million
after tax.

"Although Asia showed signs of recovery this quarter, our
overall results were negatively impacted by several unusual
items, particularly the $17.2 million impairment charge," said
Senior Vice President and Chief Financial Officer Robert Kaiser.
"The devaluation of the peso hurt us in Mexico and the Chapter
11 filing by NTELOS reminds us of the difficulty of the telecom
industry. Although the tax provision for the undistributed
earnings of some of our foreign subsidiaries was a non-cash
charge, it negatively impacted our net income for the quarter
and will impact future periods."

Revenues in Asia increased $31.4 million compared to the fourth
quarter of 2002 due primarily to sales in the People's Republic
of China (PRC) of new products pursuant to a new agreement with
NEC. The Company continues to work to increase its product
offerings and expand its supplier base to increase its
competitiveness in the PRC.

CellStar reported revenues of $507.1 million for the quarter
ended February 28, 2003, compared to $629.2 million for the
first quarter of fiscal 2002. Revenues declined $122.1 million
or 19.4% from prior year primarily due to decreased sales in the
PRC due to increased market competition from local manufacturers
and increased demand for lower priced handsets in the PRC. In
addition, the first quarter of 2002 benefited from an unusual
consumer-buying surge that resulted from new extended
manufacturer warranties mandated by the PRC government which
delayed purchases during the fourth quarter of 2001. Revenues
also declined from the prior year period due to a strategic
sourcing decision made by the Company's primary supplier in Hong
Kong in the second quarter of 2002.

Total revenues in the U.S. declined as a result of the
conversion of a customer to a consignment model in the fourth
quarter of 2002 as well as significant volume reductions by that
same customer. However, the decline in revenues was partially
offset by increases in revenues as a result of new TDMA product
offerings, which are sold primarily to regional carrier
customers. Additionally, $27.0 million of the total company
decline was related to the operations in the U.K., Peru and
Argentina that were exited in June 2002.

Gross profit for the first quarter declined to $27.3 million
from $34.6 million in the prior-year quarter due primarily to
the decline in revenues and foreign exchange losses in Mexico
and Colombia. Gross margin was relatively flat at 5.4% of
revenues in the first quarter of 2003 compared to 5.5% in the
first quarter of 2002. Gross profit in Asia improved 89% from
the fourth quarter of 2002 primarily as a result of increased
revenues and higher margins from new products.

Selling, general and administrative (SG&A) expenses for the
first quarter declined to $25.1 million from $31.2 million in
first quarter 2002. Exited operations accounted for $2.2 million
of the decline. The remaining $3.9 million reduction in SG&A was
primarily in payroll and benefits, advertising and marketing and
insurance premiums. The reductions were partially offset by an
increase in bad debt expense related to a U.S. regional carrier
customer that filed for bankruptcy in March of 2003.

Interest expense in the first quarter was $1.4 million, compared
to $3.0 million in the first quarter a year ago. The favorable
variance is largely due to the accounting for interest expense
associated with the exchange offer in February 2002.

"Although we are not satisfied with our first quarter results,
there was significant progress toward our overall objective of
increasing stockholder value," said Chief Executive Officer
Terry S. Parker. "We are very pleased with the recovery in Asia
this quarter from the fourth quarter. Our Asia management team
continues to pursue other new products like the NEC product,
which will compete well in China. During the quarter we also
filed a preliminary Proxy Statement with the SEC which included
a proposal to effect an initial public offering of our Greater
China Operations, and we completed the sale of our operations in
The Netherlands in March."

The number of shares used in the earnings per share calculation
for the first quarter of fiscal 2003 reflects an increase in the
number of shares outstanding from first quarter last year of 7.8
million weighted average shares outstanding. This increase
resulted from the completion of the Company's exchange offer on
February 20, 2002, for its $150.0 million in 5% convertible
subordinated notes which were due October 2002.

                    Consolidated Balance Sheet

Cash, cash equivalents and restricted cash at the end of the
first quarter were $53.3 million compared to $53.0 last quarter.

Accounts receivable for the first quarter were $181.7 million
compared to $175.1 million at the end of fourth quarter 2002.
Accounts receivable days sales outstanding improved from 33.2 in
the preceding quarter to 32.9.

Inventory for the first quarter increased to $185.1 million
compared to $163.2 million in the fourth quarter of 2002,
primarily due to an increase in the PRC where the operations
were taking advantage of available purchase price discounts.
Inventory turned at an annualized rate of 10.7 times compared to
9.7 times in the prior quarter.

Accounts payable were $171.1 million compared to $166.1 million
at the end of the fourth quarter 2002.

                         Liquidity

As of February 28, 2003, the Company had borrowed $23.6 million
under its domestic revolving credit facility. Loans to support
growth in China totaled $46.8 million and were partially
collateralized by restricted cash of $19.7 million. The Company
also had $3.0 million and $4.7 million borrowed under its credit
facilities in Sweden and The Netherlands, respectively. As of
March 21, 2003, the buyers of The Netherlands operations assumed
the outstanding loan in The Netherlands as part of the sale.

On February 28, 2003 the Company had $12.4 million of 12% Senior
Subordinated Notes outstanding that will mature January 2007.

          Adoption of Other Accounting Pronouncements

The Company adopted FASB Statement No. 145, which required the
reclassification of the gain on early extinguishment of debt
from an extraordinary item to a separate line item before income
from continuing operations. Accordingly, the Company has
reclassified the $17.1 million pre- tax gain on the early
extinguishment of debt in the first quarter of 2002 related to
the exchange offer.

                        Handset Data

CellStar handled 3.7 million handsets (including 0.8 million
consignment units) in the first quarter of fiscal 2003 compared
to 5.1 million (including 1.2 million consignment units) in the
first quarter last year and 3.7 million (including 0.8 million
consignment units) in the fourth quarter last year. The average
selling price of handsets in the first quarter was $157,
compared to $150 in the first quarter a year ago and $146 in the
fourth quarter last year.

CellStar Corporation is a leading global provider of value-added
logistics services to the wireless communications industry, with
operations in the Asia- Pacific, North American, Latin American,
and European regions. CellStar facilitates the effective and
efficient distribution of handsets, related accessories and
other wireless products from leading manufacturers to network
operators, agents, resellers, dealers and retailers. CellStar
also provides activation services in some of its markets that
generate new subscribers for wireless carriers. For the year
ended November 30, 2002, the Company generated revenues of $2.2
billion. Additional information about CellStar may be found on
its Web site at http://www.cellstar.com

                         *    *    *

As previously reported in Troubled Company Reporter, Standard &
Poor's lowered its corporate credit rating on CellStar Corp., to
'SD' (selective default) from 'CCC-' and removed its ratings
from CreditWatch, where they had been placed with negative
implications on Sept. 6, 2001.

At the same time, Standard & Poor's lowered its rating on the
subordinated debt to 'D' for the distributor of wireless
communications products. As of Aug. 31, 2001, total outstanding
debt was about $200 million.


CHAMPIONLYTE PRODUCTS: Names David Goldberg as Company President
----------------------------------------------------------------
ChampionLyte Holdings, Inc., (OTC Bulletin Board: CPLY) formerly
ChampionLyte Products, Inc., announced the appointment of board
member David Goldberg as president. The Company also said that
acting Chief Operating Officer, Marshall Kanner, has resigned
that position due to other business commitments. Kanner will
become vice chairman of the Company and remain a director.

"Since the investment group acquired a major interest in the
company it has always been my intention to serve in an interim
capacity to help assist in the company's restructuring as well
as the management transition," Kanner said. "We are all very
confident that David has the expertise, skills and leadership
qualities that can help the Company achieve its short- and long-
term goals." The Company recently formed a new beverage
division, ChampionLyte Beverages, Inc., a Florida Corporation,
to handle the marketing, sales and distribution of
ChampionLyte(R), the first completely sugar-free entry into the
multi-billion dollar isotonic sports drink market. Goldberg said
a president of that division, a former Snapple executive, is
expected to be announced shortly. He also said the board expects
to fill other senior management posts as well as bring in
several additional outside board members with beverage and food
industry backgrounds.

"Everyone at ChampionLyte applauds the outstanding effort
Marshall has put forth on behalf of the Company," Goldberg said.
He has worked tirelessly to help find industry professionals to
join our management team, negotiated with vendors and creditors
to reduce liabilities and helped significantly cut overhead. We
have accomplished a great deal in a relatively short period of
time however, since this Company was virtually bankrupt when we
took it over, so capital requirements remain a critical issue."

In an effort to build toward a potential future exchange
listing, Goldberg said the board has created two new corporate
governance committees to deal with issues that previous
management did not address. Board member, Steve Fields, who has
an extensive background in accounting and finance and has acted
in similar capacities in other public companies, will head up
the Company's audit and compensation committees.

The Company also said it will soon announce it has reached a
settlement with Sara Lee Corp., concerning the name
ChampionLyte(R) as it relates to a trademark infringement
lawsuit. Management believes that the terms of the settlement
are favorable to the Company and its shareholders.

ChampionLyte Holdings, Inc., is a fully reporting public company
whose shares are quoted on the OTC Bulletin Board under the
trading symbol CPLY. Its recently formed beverage division,
ChampionLyte Beverages, Inc., a Florida corporation,
manufactures, markets and sells ChampionLyte(R), the first
completely sugar-free entry into the multi-billion dollar
isotonic sports drink market.

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


COMDISCO INC: Makes Final Redemption of 11% Sub. Secured Notes
--------------------------------------------------------------
Comdisco Holding Company, Inc., (OTC:CDCO) announced the final
redemption on its 11% Subordinated Secured Notes due 2005. As of
today, the total outstanding principal amount of the
Subordinated Secured Notes is $85 million. Comdisco previously
redeemed $65 million, $200 million, $100 million, $50 million,
$75 million and $75 million principal amounts of the 11%
Subordinated Secured Notes on November 14, 2002, December 23,
2002, January 9, 2003, February 10, 2003, March 3, 2003 and
April 2, 2003, respectively.

The remaining $85 million principal amount of Subordinated
Secured Notes will be redeemed at a price equal to 100% of their
principal amount plus accrued and unpaid interest to the
redemption date. The redemption will occur on April 28, 2003.

Wells Fargo Bank will serve as the paying agent for this
redemption. A notice of the redemption containing information
required by the terms of the indenture governing the
Subordinated Secured Notes will be mailed to holders. This
notice will contain details of the place and manner of surrender
in order for holders to receive the redemption payment.

The purpose of reorganized Comdisco is to sell, collect or
otherwise reduce to money the remaining assets of the
corporation in an orderly manner. Rosemont, IL-based Comdisco --
http://www.comdisco.com-- provided equipment leasing and
technology services to help its customers maximize technology
functionality and predictability, while freeing them from the
complexity of managing their technology. Through its former
Ventures division, Comdisco provided equipment leasing and other
financing and services to venture capital backed companies.


CONSECO FINANCE: Asks Court to Fix Mar 15, 2003 Claims Bar Date
---------------------------------------------------------------
The Conseco Finance Corp. Debtors ask Judge Doyle to establish
prepetition claims bar dates and approve the proposed form and
manner of notice of the bar dates.  James H.M. Sprayregen, Esq.,
at Kirkland & Ellis, notes that neither this Court's Local Rules
nor the Local Bankruptcy Rules specify a time by which non-
governmental proofs of claim must be filed.  The Debtors propose
these bar dates:

  May 15, 2003        CFC Prepetition Claims Bar Date
  June 17, 2003       CFC Initial Debtors Government Bar Date
  August 4, 2003      CFC Subsidiary Debtors Government Bar Date

The CFC Debtors propose to mail notice to their creditors by
April 17, 2003, giving creditors at least 28 days' notice.  Each
entity asserting a claim must file an original, written proof of
claim that conforms to Proof of Claim Official Form No. 10.  The
proof of claim must be received by Bankruptcy Management
Corporation by the applicable bar date.  The forms must be sent
to these addresses:

      If by courier/hand delivery:

      Attn: Conseco Finance Corp. Debtors Claims Agent
      Bankruptcy Management Corp.
      1330 E. Franklin Avenue
      El Segundo, CA   90245

      If by mail:

      Attn: Conseco Finance Corp. Debtors Claims Agent
      Bankruptcy Management Corp.
      P.O. Box 1042
      El Segundo, CA   90245-1042

The CFC Debtors will also publish notice in The Wall Street
Journal (National Edition), USA Today (National Edition),
Indianapolis Star, Minneapolis Star Tribune and St. Paul Pioneer
Press. (Conseco Bankruptcy News, Issue No. 17; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


CONSECO INC: Judge Doyle Says No to TOPrS Committee Plan Idea
-------------------------------------------------------------
The Official Committee of Trust Originated Preferred Debt
Holders, lost its bid to file and circulate an alternative plan
of reorganization for Conseco Inc., and its affiliated Chapter
11 debtors.

Judge Doyle denied the TOPrS Committee's motion to terminate
Conseco's exclusive period at a hearing in Chicago Monday
afternoon.  Judge Doyle finds that the Debtors TOPrS Committee
fails to show sufficient cause for termination or modification
of the Debtors' exclusive period afforded by 11 U.S.C. Sec.
1121.  Creditors will not see any alternative plan at this
juncture.

The TOPrS Committee and its constituency is free to vote to
reject the distasteful Debtors' plan and retain all of their
rights to interpose and press objections a confirmation based on
11 U.S.C. Sec. 1129(a)(1) (arguing the plan doesn't comply with
the Code), 11 U.S.C. Sec. 1129(a)(2) (arguing the Debtors
haven't complied with the Code), 11 U.S.C. Sec. 1129(a)(3)
(arguing the Plan is now proposed in good faith), 11 U.S.C. Sec.
1129(a)(7) (arguing they receive less under the plan than they
would in a chapter 7 liquidation), and 11 U.S.C. Sec. 1129(a)(8)
(by voting to reject and blocking acceptance by 1/3, arguing
that the plan does not comply with the absolute priority rule).

In the event the Debtors are unable to obtain confirmation of
their plan, Judge Doyle will consider the TOPrS Committee's bid
to propose an alternative plan at that time.


CONTINUCARE: Assumes Independent Physician Network Management
-------------------------------------------------------------
Continucare Corporation (AMEX:CNU), a provider of outpatient
healthcare and home health services through managed care,
Medicare direct and fee for service arrangements, in the Florida
market, has assumed the management responsibilities of an
Independent Physician Network and modified the terms of its
relationship with one of its HMO partners.

           Assumption of Independent Physician Network

Continucare has executed a Physician Group Participation
Agreement with one of its HMO partners. Pursuant to the PGPA
contract Continucare will assume management responsibilities for
approximately 8,000 lives located throughout Miami-Dade and
Broward counties.

               Modification of HMO Relationship

In addition to the execution of the PGPA contract, Continucare
and one of its HMO partners restructured the terms of a $3.85
million contract modification note. Pursuant to the
restructuring, the contract modification note was cancelled. A
portion of the gain on the extinguishment of debt will be
deferred and recognized as services are provided under the PGPA
agreement.

"We are very excited by this opportunity," said Spencer J.
Angel, Continucare's chief executive officer. "Not only have we
been able to improve our balance sheet but we have also enhanced
our core business base."

Continucare Corporation, headquartered in Miami, is a holding
company with subsidiaries engaged in the business of providing
outpatient physician care and home healthcare services.

Continucare Corp.'s December 31, 2002 balance sheet shows a
working capital deficit of about $9 million, while its total
shareholders' equity further shrank to about $341,000 from about
$1.2 million recorded at June 30, 2002.


COVANTA ENERGY: Balks at Town of Babylon's $13.37-Million Claim
---------------------------------------------------------------
Pursuant to Section 502 of the Bankruptcy Code and Rule 3007 of
the Federal Rules of Bankruptcy Procedure, Covanta Energy
Corporation and its debtor-affiliates object to the allowance of
the Town of Babylon's Proof of Claim for $13,374,539.

According to James L. Bromley, Esq., at Cleary, Gottlieb, Steen
& Hamilton, in New York, on August 9, 2002, the Town of Babylon
filed a proof of claim, which consists of a summary page, nine
pages of charts and a letter of filing.  No agreement was
included in the Proof of Claim.

The charts captioned "1995, 1996 and 1997 Shortfall Bypass
Claim" and the "1998 and 1999 Shortfall Bypass Claim" each have
a column labeled "Shortfall Bypass Waste" for each Contract Year
1995 through 1999.  However, Mr. Bromley points out that
Shortfall Bypass Waste is not a defined term in the Service
Agreement, nor in any of the other agreements Covanta Babylon
and the Town of Babylon entered into.  The Proof of Claim also
fails to define Shortfall Bypass Waste.

Furthermore, the charts themselves are not explained in the
Proof of Claim.  "What is clear is that Shortfall Bypass Waste
is the figure used by the Town of Babylon to calculate the
amounts allegedly owed by Covanta Babylon under the Service
Agreement," Mr. Bromley states.

The charts captioned "2000 Energy Claim," "2000 Disposal Claim,"
"2001 Energy Claim," "2001 Disposal Claim," "2002 Energy Claim,"
"2002 Disposal Claim" also use the term Shortfall Bypass Energy,
as well as three additional terms -- "Shortfall Waste,"
"Shortfall Bypass Waste Revenue" and "Total Accountable Waste
(tons)."  Again, Mr. Bromley says, none of these terms is
defined in any Agreement, or in the Proof of Claim itself.  In
addition, not one of the charts is explained in the Proof of
Claim.  Thus, Mr. Bromley concludes, it is not clear that the
figures listed in the columns beneath these terms on the charts
are integral to the Town of Babylon's calculations of the
amounts Covanta Babylon allegedly owes.

Thus, the Debtors ask the Court to disallow and expunge the Town
of Babylon's Proof of Claim. (Covanta Bankruptcy News, Issue No.
26; Bankruptcy Creditors' Service, Inc., 609/392-0900)


DIRECTV LATIN AMERICA: Look for Schedules & Statements Tomorrow
---------------------------------------------------------------
All debtors in all chapter 11 cases are required to prepare and
deliver comprehensive schedules of their assets and liabilities,
statements of financial their affairs, and various lists to the
Bankruptcy Court pursuant to 11 U.S.C. Sec. 521(1).  Those
documents, pursuant to Rule 1007 of the Federal Rules of
Bankruptcy Procedure, must be filed no later than 15 days
following the commencement of a chapter 11 case.  In Delaware,
when a debtor has more than 200 creditors, the Court
automatically grants an additional 15 days under Local Rule
1007-1(d).

DirecTV Latin America, LLC has more than 200 creditors.
Accordingly, DirecTV has until April 17, 2003, to prepare and
file its Schedules and Statements.

In the event the company finds it is unable to deliver the
documents by that date, the Debtors will bring a Motion to the
Bankruptcy Court explaining how cumbersome the task is, what has
been done and what needs to be done, when the documents will be
completed, and asking for an extension of time to comply with 11
U.S.C. Sec. 521(1).

Extensions of 60 to 120 days are not uncommon in billion-dollar
chapter 11 cases filed in Delaware.  A typical billion-dollar
debtor's Schedules and Statements will typically run in the
thousands of pages. (DirecTV Latin America Bankruptcy News,
Issue No. 4; Bankruptcy Creditors' Service, Inc., 609/392-0900)


DOMINION RESOURCES: Liebman Goldberg Airs Going Concern Doubt
-------------------------------------------------------------
Concerning the financial condition of Dominion Resources Inc.
Liebman, Goldberg, & Drogin, L.L.P., of Garden City, New York,
independent auditors for the Company had this to say, in part,
in their Auditors Report for the period ended September 30,
2002:  "[T]he Company has no material revenues, has suffered
recurring losses from operations and has a net capital
deficiency that raise substantial doubt about its ability to
continue as a going concern."

Dominion Resources Inc. was, commencing February 1996 through
September 1999, principally engaged, through a majority-owned
subsidiary, Resort Club, Inc., in the business of offering
membership interests to the general public which allows its
members to vacation in resort condominiums and utilize certain
other amenities primarily located in the Vernon, New Jersey
area. In September, 1999, the Board of Directors adopted a plan
to dispose of the Resort Club through sale or liquidation. In
connection with the Company's disposal plan, Resort Club ceased
operations as of September, 1999.

From time to time, the Company has acquired real property or
other assets where it believes there are favorable investment
opportunities. At September 30, 2002, these investments included
certain real estate assets including 27 vacant condominium lots
located in Great Gorge Village, a condominium development
comprising a total of approximately 1,300 units situated
adjacent to the ski area and summer participation theme park
near Vernon, New Jersey. The Company intends to construct
condominiums on these properties for the purpose of making
short-term vacation rentals. In that connection, the Company has
entered into a joint venture agreement, effective March 31,
2001, with The Spa at Crystal Springs, Inc. with respect to the
joint development of the lots owned by the Company.

The Company's joint venture agreement with The Spa at Crystal
Springs, Inc. will include the contribution by the Company of
its 27 condominium building lots and any additional lots it may
acquire within Great Gorge Village. The Spa at Crystal Springs,
Inc. will obtain mortgage financing for the development of the
properties and make a capital contribution to the joint venture.
The Spa at Crystal Springs, Inc. will receive a management fee
of approximately 50% of the gross rental income from the
condominium units to be constructed. The remaining cash flow,
net of debt service and reserves for capital maintenance, from
the rental income will be divided equally between the Company
and The Spa at Crystal Springs, Inc. The Company will provide
administrative services to the joint venture.

As compensation it received for loans the Company made to The
RiceX Company in 1996 and participating in a further loan to
RiceX made in 1998, the Company continues to hold at September
30, 2002 88,287 shares of common stock of RiceX and a warrant
expiring on December 31, 2003 to purchase 1,623,808 shares of
RiceX common stock exercisable at $0.75 per share. RiceX is an
agribusiness food technology company which has developed a
proprietary process to stabilize rice bran. Its shares of common
stock are quoted on the OTC Bulletin Board under the symbol
"RICX" and on December 26, 2002, the closing sale price was
$0.25 per share. The Company's loans to RiceX were repaid in
full in November 1999 and December 2000.

The Company is currently engaged in a review of its future
business objectives and plans. In that regard, it may dispose of
certain of its assets, acquire additional assets or enter into a
business combination or other transactions with others or seek
to raise additional capital in an effort to fund any of such
ventures.

During fiscal 2002, the Company had net income of $144,866.
Included in net income is depreciation of $8,066 and a loss on
the sale of fixed assets of $1,862, both of which are non-cash
expenses, offset by original issue discount of $276,236
recognized on the Stonehill Recreation note. The net income in
2002 was primarily the result of a refund of income taxes of
$383,165 and interest on that refund of $112,305. This income is
not expected during the fiscal year ended September 30, 2003.

Changes in assets and liabilities included a decrease in cash
resulting from a receivable due from the Internal Revenue
Service of $495,470 and a decrease in accounts payable and
accrued liabilities of $19,608 offset by an increase in cash
resulting from a decrease in prepaid expenses and other assets
of $32,266 and other receivables of $11,155. After reflecting
the net changes in assets and liabilities, net cash used in
operations was approximately $592,000.

Investing activities provided net cash of approximately $1,594
and includes primarily the collection of RTC mortgages of $8,361
offset by an addition to mortgage receivable of $6,767.

Financing activities provided net cash of $579,603 which
resulted from additional borrowings of $673,602 offset by
repayment of debt of $93,999.

Accordingly, during fiscal 2002, the Company's cash decreased by
approximately $10,902.

The Company remains liable as guarantor on approximately
$556,500, as of September 30, 2002, of secured debt of its
former subsidiary, Resort Club. These liabilities are currently
being paid out of Resort Club membership receivables. To the
extent these liabilities are not paid, the Company will remain
liable for the balance.

Prior to September 30, 2002, the Company obtained the funds to
support its activities primarily from collections on an
indemnity agreement with The Spa at CS, Inc. Under this
agreement, the Company was indemnified against loss on a note
receivable outstanding at September 30, 2001 in the amount of
approximately $2.1 million owing by Stonehill Recreation Corp.
The loans owing by Stonehill Recreation to the Company were due
on demand and were unsecured. The Spa at CS agreed, in
consideration of the Company entering into a joint venture
agreement with it with respect to the joint development of
certain real estate lots owned by the Company adjacent to the
spa owned by The Spa at CS, to indemnify the Company from loss
or damage the Company may suffer as a result of claims, costs or
judgments against it arising from the loans made to Stonehill
Recreation up to the amount of $3.1 million less a real estate
tax refund which has been received of $468,726. Such
indemnification agreement was to remain in effect from April 1,
2001 until March 31, 2003. Pursuant to the indemnification
agreement, The Spa at CS paid approximately $613,000 to the
Company during the year ended September 30, 2001 and $-0- during
the year ended September 30, 2002. The Company continued to
carry the Stonehill Recreation note receivable on its balance
sheet at $2,056,000 based on the indemnity of The Spa at CS and
its performance under the indemnity. Because the indemnity does
not cover interest, the Company recorded a discount of
approximately $459,900 in order to yield an effective interest
rate on the note of 9.5% assuming a balloon payment on March 31,
2003.

During the fourth quarter of 2002, the Company assigned its
interest in the Stonehill Recreation note receivable in the
aggregate amount of $2,332,236 and the related indemnity
agreement of The Spa at CS to Berkowitz Wolfman, Inc., a
creditor of the Company, as a reduction of indebtedness owed to
Berkowitz Wolfman. Pursuant to the terms of the agreement, the
principal amount owing to Berkowitz Wolfman was decreased by
$2,332,236 which included the Company's carrying value of the
Stonehill Recreation note in the amount of $2,056,000 plus the
original issue discount of $276,236.

In October 2002, the Company conveyed its three condominium
units located in Fort Lee, New Jersey to Berkowitz Wolfman in
further reduction of the Company's indebtedness owing to
Berkowitz Wolfman. The three condominium units were valued at
$300,000 for the purpose of the transaction. After deducting
unpaid real estate taxes and condominium fees of approximately
$50,000, the indebtedness owing to Berkowitz Wolfman was reduced
by $250,000. At December 31, 2002, principal and accrued
interest of $174,000 was owing to Berkowitz Wolfman.

During the quarter ended December 31, 2002, the Company
surrendered the deed to the Selma, Alabama property in exchange
for a release of the bank indebtedness outstanding in the amount
of approximately $73,500.

The Company's outstanding indebtedness is approximately
$322,000, including accrued interest, at December 31, 2002. In
addition, the Company estimates that it will require an
additional $150,000 during the fiscal year ended September 30,
2003 to fund its current level of operations. The Company
currently has no source of funds to meet these obligations or
its obligations to the State of Alabama or Ms. Tierney, the
Company's former President.


DYNAMOTIVE ENERGY: Initiates Another Round of Financing for $2MM
----------------------------------------------------------------
DynaMotive Energy Systems Corporation (OTCBB:DYMTF) provided an
update on activities for the first quarter of 2003 and going-
forward plan for the year.

Andrew Kingston, President and CEO, commented on the Company's
achievements in the quarter.

"The first quarter of 2003 saw DynaMotive continuing its
aggressive steps to cut costs while implementing its development
plan for the year. Activities were focused on commercial project
development, technology R & D, biomass reserve capture,
financial and reorganization of operations in Europe. I am
pleased to report that significant progress has been achieved
and that cost savings exceeding US$ 2.75 million for the year
2003 have been implemented. The Company is on track to meet its
objectives for 2003. The second quarter will see the Company
continuing to take aggressive steps to restore shareholder
value. Main highlights follow:

Project development: The Company continued to progress towards a
commercial demonstration program in Canada as previously
announced. A site has been identified for a project capable of
hosting a 100 tpd plant for the production of BioOil to provide
heat and power to industry. The project once completed would
meet the commercial criteria required for the future development
of commercial projects and is expected to be self-sustained.
Through this project, the Company expects to meet its target of
reducing the investment requirements by $4,000,000 as announced
in November of 2002. Advanced negotiations are under way with
project partners and the Company expects to formally launch the
project in quarter 2.

Plant development and construction: Following the completion of
the pilot program announced in January, the Company entered into
agreements for the development and construction of a 100 tpd
pyrolysis reactor for the proposed demonstration plant and
completed engineering review of the design with UMA, an
engineering company with which DynaMotive has a memorandum of
understanding for the development of plants in Canada.
Fabricators have also been identified and a detailed costing is
being undertaken for the launch of construction. Construction of
the plant is expected to commence in quarter 2.

Product R & D: The Company announced the launch of its lime kiln
program to validate the use of BioOil as a fuel for lime kilns
in the pulp and paper industry. Initial results have been
positive and the program is expected to be concluded in quarter
3 this year. DynaMotive's objective through this program is to
provide an environmentally friendly and economically viable
alternative to fossil fuel consumption, and to reduce or
eliminate waste disposal costs and provide green house gas
credits to the users. DynaMotive estimates that the market
worldwide within this industry would exceed 160 plants, each
producing the equivalent of 1,000 barrels of oil per day. (1
barrel of oil =1.86 barrels of BioOil)

Intellectual Property Protection: A cornerstone of the Company's
value is its capacity to protect trade secrets and technology
improvements. The Company, following the completion of its pilot
plant programs, has undergone a complete evaluation of technical
and process improvements. The Company expects to complete the
review in quarter 2 and will, subject to positive determination,
seek new patents for its technology and process.

Biomass Options: In February, DynaMotive announced that it
signed its first option on wood residue. An option for 500,000
tonnes of wood residue with L&M Wood Products of Saskatchewan
was entered into and project evaluation is underway. The Company
expects to complete commercial feasibility on the site by
quarter 3 2003 and subject to a positive evaluation develop an
exploitation program. The site could yield up to 2,140,000
barrels of BioOil (or 1,150,000 barrels of oil equivalent
(BOE)).

The Company is also currently negotiating options on three other
sites in Canada.

Restructuring Initiatives: Resulting in US$ 2.75 million
reduction in commercial and technical development costs for
2003: The Company simplified its structure and eliminated the
need for regional offices, UK operations have been significantly
reduced. Expansion plans into international markets are now
based on independent agency and licensing arrangements. This
approach to value-added services and technology licensing
allowed the Company to reduce the costs of project development
and technical design and support activities. Overhead cost base
for 2003, estimated to be under $2 million, is on track to be
met. This represents a decrease of more than 50% in comparison
to 2002 and 75% from 2001.

Main initiatives: The divestiture of Border Biofuels was part of
the consolidation program that the Company announced in May
2002. Rotch Ltd. had been granted an exclusive first negotiation
right to acquire DynaMotive's controlling interests in Border
Biofuels. In January, a creditor of Border Biofuels requested
the liquidation of the Border Biofuels, Rotch requested further
time to complete its research and feasibility studies. This was
denied by the creditor. Rotch withdrew from negotiations. As a
result, Border Biofuels has entered into liquidation
proceedings. DynaMotive is one of the principal creditors in
Border Biofuels. The Company is following proceedings and will
report on progress. The decision to divest followed changes in
market conditions in the UK; DynaMotive had made accounting
provisions for discontinued operations of Border Biofuels in
quarter 4 2002. Investment requirements for project
demonstration and overhead requirements would have exceeded US$
2,000,000 in 2003 and US$ 4,000,000 through project
commissioning and demonstration.

DynaMotive Europe Ltd.: DynaMotive announced in January that it
had relocated its European Headquarters in London to Rotch
Limited as part of its strategic alliance agreement. The Company
finalized the release of its European Headquarters and reduced
staff, with Mr. Antony Robson and consultant, Mr. Gaby Dadoun
now responsible for European operations. Mr. Robson continues in
his role as Managing Director Europe. Through these changes, the
Company achieved cost reductions in excess of US$ 350,000 for
the year 2003.

Pilot Plant Completion: the Company announced it had closed its
testing facilities at BC Research Institute and has consolidated
its operations at its Corporate Headquarters in Vancouver.
DynaMotive further announced that through this consolidation,
the Company has reduced its projected operation costs and
overhead expenditure for the year 2003 by approximately US$
400,000.

Financial: In January, the Company announced that it completed
an interim private financing with assistance from its strategic
partner, UK based Rotch Limited, that was launched in July 2002
the Company raised $1,358,278 from equity funding. The Company
also announced that it was initiating a further round of
financing for $2,000,000.

The Company in January also announced the engagement of MCC
Energy Advisors Inc (MCC) as the corporate strategic and
financial advisor. MCC will be leading the round of funding
announced. MCC is a private equity services company specializing
in the provision of in-depth strategic planning, transaction
support and capital raising to established energy companies as
well as energy technology companies which are positioned in the
electricity and gas value chains.

MCC has offices in Malibu, Boston, New York, Washington, D.C.
and London, and its parent company, Moore, Clayton & Co., Inc.
has offices in many other locations across the globe giving MCC
additional support and coverage. MCC's Chairman is British Peer
Lord Parkinson, who was, among other senior Government posts,
Margaret Thatcher's Minister for Energy. Lord Parkinson is known
as the architect of electricity privatization in the UK.

Source and use of funds for first quarter: The Company raised
$339,000 in equity at an average of $0.18 for a total of
1,916,000 shares and 831,000 three year warrants at an average
exercise price of $0.22 per share. An additional amount of
$165,000 was received from government funding (grants and
repayable loans) $33,000 from short term loans and $18,000 from
other sources. The majority of funds were used for the
operations of the Company, including R&D programs, repayment of
debt and capital expenditures."

                            *    *    *

In its most recent SEC Form 10-K filing, the Company reported:

"In May 2001, the Company announced its intention to divest its
metal cleaning subsidiary, DynaPower, Inc., to focus all of its
resources on its BioOil production technology. This divestiture
was completed April 11, 2002.

"These financial statements have been prepared on the going
concern basis, which presumes the Company will be able to
realize its assets and discharge its liabilities in the normal
course of operations for the foreseeable future.

"As at December 31, 2001, the Company has a working capital
deficiency of $2,069,212, has incurred a net loss of $6,838,264
for the year-ended December 31, 2001, and has an accumulated
deficit of $25,773,048.

The ability of the Company to continue as a going concern is
uncertain and is dependent on achieving profitable operations,
commercializing its BioTherm(TM) technology and continuing
development of new technologies, the outcome of which cannot be
predicted at this time. Accordingly, the Company will require,
for the foreseeable future, ongoing capital infusions in order
to continue its operations, fund its research and development
activities, and ensure orderly realization of its assets at
their carrying value. The consolidated financial statements do
not reflect adjustments in carrying values and classifications
of assets and liabilities that would be necessary should the
Company not be able to continue in the normal course of
operations.

"The Company is not expected to be profitable during the ensuing
twelve months and therefore must rely on securing additional
funds from government sources and by the issuance of shares of
the Company for cash consideration. The Company has received
commitments from the Canadian and UK governments and subsequent
to the year-end, the Company has received a subscription
agreement for up to $1.6 million in equity financing."


EAU CLAIRE MATTRESS: Case Summary & 20 Largest Unsec. Creditors
---------------------------------------------------------------
Debtor: Eau Claire Mattress Manufacturing Corporation
        2110 Western Avenue
        Eau Claire, Wisconsin 54703
        fdba Midwest Sofa Factory, Inc.
        dba Happy Sleeper
        dba Happy Sleeper Mattress Factories, Inc.

Bankruptcy Case No.: 03-12512

Type of Business: The Debtor sells handmade mattresses and
                  sofas.

Chapter 11 Petition Date: April 7, 2003

Court: Western District of Wisconsin (Eau Claire)

Judge: Thomas S. Utschig

Debtor's Counsel: Joshua A. Blakely, Esq.
                  Peter C. Blain, Esq.
                  Reinhart Boerner Van Deuren S.C.
                  1000 N. Water Street
                  P.O. Box 514000
                  Milwaukee, WI 53203-3400
                  Tel: (414) 298-1000

Estimated Assets: $1 Million to $10 Million

Estimated Debts: $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Fochs & Associates Inc.     Trade debt                $120,122

Garvey, Anderson, Johnson,  Trade debt                $119,391
Gerac

Leggett and Platt Inc.      Trade debt                $101,654

Quarles & Brady LLP         Trade debt                 $99,126

Stylecraft                  Trade debt                 $94,149

Decoro USA, Ltd.            Trade debt                 $69,728

Future Foam, Inc.           Trade debt                 $65,654

Best Chairs, Inc.           Trade debt                 $63,868

Wolfcraft Mfg., Inc.        Trade debt                 $58,458

Burlington Industries, Inc. Trade debt                 $46,854

Viking Waterbeds            Trade debt                 $28,282

The Alco Co.                Trade debt                 $25,700

Blumenthal Print Works      Trade debt                 $25,976

Eau Claire Press Company    Trade debt                 $24,648

Glideaway Bed Carriage      Trade debt                 $21,130
Mfg. Co.

Hickory Springs Mfg. Co.    Trade debt                 $31,971

L. E. Phillips Career       Trade debt                 $35,737
Develop.

Quaker Fabric Corp.         Trade debt                 $23,481

Spiller Spring Company      Trade debt                 $21,783

Value Ticking               Trade debt                 $23,491


EAGLE FOOD: Has Until June 6 to File Schedules and Statements
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
gave Eagle Food Centers, Inc., and its debtor-affiliates an
extension to file their schedules of assets and liabilities,
statements of financial affairs and lists of executory contracts
and unexpired leases required under 11 U.S.C. Sec. 521(1).  The
Debtors have until June 6, 2003 to file these documents.

Eagle Food Centers Inc., a leading regional supermarket chain
headquartered in Milan, Illinois, filed for chapter 11
protection on April 7, 2003 (Bankr. N.D. Ill. Case No.
03-15299).  George N. Panagakis Esq., at Skadden Arps Slate
Meagher & Flom represents the Debtors in their restructuring
efforts.  As of November 2, 2002, the Debtors listed
$180,208,000 in assets and $177,440,000 in debts.


EDITING CONCEPTS: Section 341(a) Meeting to Convene on May 9
------------------------------------------------------------
The United States Trustee will convene a meeting of Editing
Concepts, Inc., and its debtor-affiliates' creditors on May 9,
2003, 2:30 p.m., at Office of the United States Trustee, 80
Broad Street, Second Floor, New York, NY 10004-1408. This is the
first meeting of creditors required under 11 U.S.C. Sec. 341(a)
in all bankruptcy cases.

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

Editing Concepts, Inc., provides film and tape editing, cartoon
animation, film restoration, digital mastering and digital
color-correcting to the commercial and film industries.  The
Company filed for chapter 11 protection on April 2, 2003 (Bankr.
S.D.N.Y. Case No. 03-12013).  Jerome Reisman, Esq., at Reisman,
Peirez, Reisman & Calica, LLP represents the Debtors in their
restructuring efforts.  When the Company filed for protection
from its creditors, it listed $10 million both in assets and
debts.


ENRON CORP: EPMI Sues Smurfit-Stone Container to Recoup $18 Mil.
----------------------------------------------------------------
Enron Power Marketing, Inc., commenced a complaint against
Smurfit-Stone Container Corporation.  The action arises from
Smurfit's refusal to honor its contractual obligations and pay a
postpetition debt it owes to EPMI under a Master Energy Purchase
and Sale Agreement.

Jonathan D. Polkes, Esq., at Cadwalader, Wickersham & Taft, in
New York, recounts that EPMI and Smurfit entered into the MEPSA
on September 15, 1999.  The MEPSA sets forth the basic terms
pursuant to which the parties may engage in subsequent
individual transactions to buy or sell wholesale electric power
at a specified price for a fixed time period.

Consequently, the parties entered into a series of transactions
where EPMI agreed to sell wholesale electricity to Smurfit at a
specific price and Smurfit agreed to delivery of and pay for
energy on specific dates in the future.

The MEPSA also provides a list of "Events of Default,"
including:

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

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

    (3) the failure to perform the failure to perform any
        covenant set forth in the MEPSA;

    (4) the filing for bankruptcy;

    (5) the occurrence of a Material Adverse Change with respect
        to the Defaulting Party if the Defaulting Party does not
        provide Performance Assurance requested by the Non-
        Defaulting Party; and

    (6) the failure to establish, maintain, extend or increase
        Performance Assurance when required under the MEPSA.

Furthermore, the MEPSA provides that if an Event of Default
occurs at any time during the term of the MEPSA, the Non-
Defaulting Party may, in its sole discretion, for so long as the
Event of Default is continuing, designate an early termination
date on which all outstanding Transactions will terminate and
withhold any payments due in respect of the Terminated
Transactions.

Typically, when an Early Termination Date has been designated,
one party owes the other an Early Termination Payment.  Given
the nature of the transactions:

    -- if the forward price curve declined, then Smurfit owes
       the Debtors the Early Termination Payment; and

    -- if the forward price curve increased, then EPMI owe
       Smurfit the Early Termination Payment.

Importantly, the MEPSA expressly provides that the Early
Termination Payment must be paid to whoever it is owed based on
factors set forth in the MEPSA, regardless of which party is the
Defaulting Party.

In addition, the MEPSA provides that, upon the designation of an
Early Termination Date, the Non-Defaulting Party in good faith
calculates its Gains, Losses and Costs resulting from the
termination of the Terminated Transactions by comparing the
value of the remaining term, Contract Quantities and Contract
Prices under each Terminated Transaction had it not been
terminated, to the equivalent quantities and relevant market
prices for the remaining term.  The Non-Defaulting Party then
notifies the Defaulting Party of the Early Termination Payment
amount and which party is owed the Early Termination Payment.

If the Non-Defaulting Party is owed the Early Termination
Payment, then the Defaulting Party must make the payment within
three business days of receipt of the notice.  However, if the
Defaulting Party is owed the Early Termination Payment, the Non-
Defaulting Party must make the payment on or before the later
of:

    (i) 10 days after the end of the month ending on or after
        the Early Termination Date, and

   (ii) five business days after receipt of the notice.

If one Party fails to pay the other Party any amounts when due,
the aggrieved Party will have the right to exercise any remedy
available at law or in equity to enforce payment.

Mr. Polkes relates that EPMI filed a voluntary petition for
relief under Chapter 11 on December 2, 2001.  As a result, on
December 13, 2001, Smurfit sent a letter to EPMI stating that
EPMI were in default pursuant to the MEPSA and that Smurfit was
terminating the outstanding Transactions and designating
December 14, 2001 as the Early Termination Date.

In light of the Early Termination, Smurfit was obligated to
calculate the Early Termination Payment amount and notify EPMI
of the amount and to whom it is owed.  However, Smurfit sent a
letter to EPMI advising that it was not going to calculate the
Early Termination Payment.

As a result, EPMI made its own calculation and determined that,
because the forward price curve for wholesale electricity had
dropped between the date of the transactions and the Early
Termination Date, EPMI was entitled to an Early Termination
Payment in the amount of at least $18,611,411, plus interest at
the contract rate.

Subsequently, EPMI notified and demanded from Smurfit this Early
Termination Payment.  Smurfit was required to pay the Early
Termination Payment within five business days after receipt of
the notice.  But Smurfit has failed and refused to pay the Early
Termination Payment plus interest.  Accordingly, Smurfit is in
breach of its obligations under the MEPSA.

Thus, EPMI asks the Court to:

    (1) order Smurfit to turnover property -- the Termination
        Payment of $18,611,411 plus interest at the contract
        rate -- belonging exclusively to EPMI' estate, pursuant
        to Section 542(b) of the Bankruptcy Code;

    (2) declare that the arbitration provision within the MEPSA
        should not be enforced since the default provision in
        the MEPSA implicate numerous substantive core Bankruptcy
        Code issues;

    (3) declare that Smurfit has violated the automatic stay
        provided for by Section 362 of the Bankruptcy Code when
        it exercised control over property of the estate by
        wrongfully suspending performance -- payment -- under
        the MEPSA;

    (4) award damages, in an amount to be determined at trial,
        resulting from Smurfit's failure to pay an Early
        Termination Payment resulting from the early termination
        of the MEPSA;

    (5) award damages, in an amount to be determined at trial,
        resulting from Smurfit's unjust enrichment when it
        withhold the Early Termination Payment due to EPMI;

    (6) declare that any claim by Smurfit for rescission of the
        MEPSA is a core claim involving property of the estate
        under Section 541(c) of the Bankruptcy Code;

    (7) declare that Smurfit is not entitled to rescission of
        the MEPSA since Smurfit 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 MEPSA and waived any
           right to rescission after receiving knowledge of the
           alleged fraudulent acts;

    (8) award EPMI prejudgment and post-judgment interest; and

    (9) award EPMI and its attorneys' fees and other
        expenses incurred in this action. (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.


EQUISTAR CHEMICALS: S&P Rates $325M Senior Unsecured Notes at BB
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' rating to
Equistar Chemicals L.P., and Equistar Funding Corp.'s proposed
$325 million senior unsecured notes due 2011. Proceeds of the
notes will be used to redeem approximately $300 million in notes
due to mature February 2004.

At the same time, Standard & Poor's affirmed its 'BB' corporate
credit rating on the company. The outlook is negative. The
Houston, Texas-based petrochemical producer has about $2.2
billion of debt outstanding.

"The outlook highlights the risk of downgrade this year if sub-
par operating results extend beyond the first quarter of 2003,
or result in further erosion of available sources of liquidity.
Still, the successful sale of the senior unsecured notes will
substantially eliminate concerns related to scheduled debt
maturities until 2006, and earnings should begin to improve in
the second quarter to reflect the positive effects of recent
price initiatives, and some relief from the recent escalation in
raw material costs," said Standard & Poor's credit analyst Kyle
Loughlin.

The ratings incorporate recognition of Equistar Chemicals'
position as a major petrochemical manufacturer, as well as the
risks associated with an aggressive financial profile that
reflects an onerous debt burden and operating margins that vary
widely over the course of the business cycle. The business risks
associated with commodity petrochemical producers include
volatile raw materials linked to oil and natural gas
derivatives, capital intensity, and pricing that is determined
by the dynamic balance between supply and demand. These
limitations are offset by Equistar's ability to generate strong
free cash flows as business conditions improve, a commitment to
restoring credit quality, and by good sources of liquidity.

Equistar Chemicals' 10.125% bonds due 2008 (EQCH08USN1) are
trading at about 91 cents-on-the-dollar, says DebtTraders. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=EQCH08USN1
for real-time bond pricing.


FAO INC: Exit Financing & Chapter 11 Plan Fall Apart
----------------------------------------------------
FAO, Inc., (Nasdaq: FAOOQ) announced that unexpected
complications in completing its exit funding led to withdrawal
by the purchasers of its equity in connection with its planned
emergence from bankruptcy. Successful completion of the funding
is a condition to the Company's emergence from bankruptcy on
April 18, 2003. The Company's right to use cash that is
collateral for the loans it owes to its lenders expires on
April 18, 2003, unless extended by the lenders. As a result, the
Company is exploring all alternatives including obtaining
replacement equity funding in order to complete its confirmed
plan, a sale of all or portions of its operations and
liquidation.

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

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


FEDERAL-MOGUL: Asbestos Committee Hires Anderson Kill as Counsel
----------------------------------------------------------------
The Official Committee of Asbestos Claimants, appointed in
Federal-Mogul Corporation and debtor-affiliates' chapter 11
cases, seeks the Court's authority to retain Anderson Kill &
Olick, P.C. as its special insurance coverage counsel, nunc pro
tunc to February 20, 2003.

The Asbestos Committee needs Anderson Kill to evaluate and
pursue the Debtors' insurance coverage with regard to these
Chapter 11 cases, and all related matters.  In particular, the
Asbestos Committee wants Anderson Kill to:

  (a) provide advice regarding matters related to the Debtors'
      insurance coverage available for the payment of claims of
      asbestos-related and silica-related or other toxic
      exposure claims, including gaps in coverage, overlapping
      coverage provided by multiple carriers and availability of
      excess insurance coverage;

  (b) exchange correspondence and information with the Debtors'
      insurance carriers regarding claims and defenses and
      provide settlement analyses; and

  (c) provide advice regarding issues related to the Debtors'
      insurance coverage in connection with the Debtors' Chapter
      11 cases.

The Asbestos Committee believes that Anderson Kill has
experience in matters of this nature and character, and that the
firm possesses substantial and well-known expertise in analyzing
complex insurance coverage and recovery issues.  Among other
things, Aileen F. Maguire, Esq., at Campbell & Levine, LLC, in
Wilmington, Delaware, informs the Court that the firm has
successfully pursued the insurance coverage on behalf of 10
major asbestos defendants, as well as a great many other
insurance policyholder clients.  Anderson Kill has also tried 17
major insurance coverage litigations on policyholders' behalf,
prevailing in 15 of them, and has obtained billions of dollars
in recoveries in well-publicized settlements in numerous other
cases.  Anderson Kill has extensive appellate experience in
insurance coverage matters as well.

Of particular relevance, Ms. Maguire reports that Anderson Kill
has obtained successful and well-publicized settlements in these
cases:

  1. Allied-Signal Corporation -- Anderson Kill settled 250
     waste sites with Travelers Indemnity Company;

  2. Waste Management, Inc. -- Anderson Kill, on Waste
     Management's behalf, assisted in obtaining half a billion
     dollars in recoveries;

  3. Weyerhaeuser Company -- On Weyerhaeuser's behalf, Anderson
     Kill successfully settled with 33 out of 34 insurance
     companies for at least $70,000,000, within 19 months of
     filing the action and before the first "test site" trial;

  4. Celotex Corporation -- Anderson Kill recovered more than
     $300,000,000 in settlement, on Celotex's behalf; and

  5. The Fuller-Austin Asbestos Settlement Trust -- On the
     Trust's behalf, Anderson Kill has assisted in recoveries of
     about $200,000,000 thus far.

According to Ms. Maguire, Anderson Kill will be compensated on
an hourly basis, plus reimbursed for the actual, necessary
expenses that it incurs.  The firm's attorneys and paralegals
that potentially may provide services to the Asbestos Committee
and their 2003 hourly rates are:

             Professional                        Rate
             ------------                        ----
             Robert M. Horkovich, Esq.           $550
             Ann V. Kramer, Esq.                  525
             Rhonda D. Orin, Esq.                 400
             Mark Garbowski, Esq.                 370
             Robert Y. Chung, Esq.                260
             Karen Frankel (Paralegal)            170

Robert M. Horkovich, an equity shareholder in Anderson Kill,
assures the Court that Anderson Kill:

  -- is a "disinterested person" within the meaning of Section
     101(14) of the Bankruptcy Code and as referenced by Section
     328(c) of the Bankruptcy Code;

  -- holds no interest adverse to the Debtors and their estates
     for the matters for which it is to be employed; and

  -- has no connection to the Debtors, their creditors or their
     related parties. (Federal-Mogul Bankruptcy News, Issue No.
     35; Bankruptcy Creditors' Service, Inc., 609/392-0900)


FINET.COM: Brings-In Harry Kraatz as Chief Restructuring Officer
----------------------------------------------------------------
FiNet.com, Inc., (OTCBB:FNCM) and its wholly owned subsidiaries
announced that Harry R. Kraatz of T.E.G., Inc., has been
retained and appointed as the Chief Restructuring Officer, a
newly created position.

As previously reported, the Company has temporarily discontinued
all operations and is considering alternatives to the present
business which include modifications of its previous business
plan and the possible sale or licensing of certain assets. Mr.
Kraatz has been retained to oversee the management and
reorganization of the Company's business including assisting the
Company with restructuring its balance sheet, reducing costs and
implementing a revised strategic plan. Mr. Kraatz has experience
in the reorganization process and has served as the Responsible
Person, a Trustee, and has chaired unsecured creditor
committees.

FiNet.com, Inc., through its wholly owned subsidiaries, is a
leading e-commerce provider of financing services that
facilitate home ownership, including a variety of loan products
and automated services for mortgage broker businesses. The
Company offers online solutions to mortgage broker businesses
through Monument Mortgage, Inc. at http://www.monument.com


FLEMING: Honoring Up to $7-Mil. of Shipping & Warehousing Claims
----------------------------------------------------------------
Fleming Companies, Inc., and its debtor-affiliates have a
reputation for reliability and dependability among their
customers.  It is, therefore, essential that the Debtors
maintain a reliable and efficient distribution system. If the
Debtors are unable to receive product deliveries on a timely and
uninterrupted basis, their operations will be impeded within a
matter of days, to their detriment.  At the very least, the
Debtors will likely suffer a significant loss of credibility and
customer goodwill, causing substantial harm to their businesses
and reorganization efforts.

According to Christopher J. Lhulier, Esq. at Pachulski, Stang,
Ziehl, Young, Jones & Weintraub, P.C., in Wilmington, Delaware,
the Debtors' ability to make timely deliveries depends on a
successful and efficient system for receipt of the products that
the Debtors sell.  This supply and delivery system involves the
use of reputable carriers, shippers and truckers and a network
of warehouses.

Mr. Lhulier relates that the Debtors are the largest multi-tier
distributor of consumable goods in the United States, selling
products to 45,000 locations.  The consumable products include a
variety of general merchandise, health and beauty care,
groceries, produce and numerous other items, which the Debtors
purchased from a diverse group of vendors.  The products are
delivered to the Debtors and, in turn, to their customers by a
variety of common carriers, shippers and truckers.

"Because the Debtors are in many cases dependent on third
parties, it is essential that their bankruptcy cases [should]
not be [the] reason or excuse for any third party to cease
performing timely services," Mr. Lhulier tells the Court.

To prevent the breakdown of their shipping network, the Debtors
seek the Court's authority to pay certain prepetition shipping-
related claims that are necessary or appropriate for them to:

    (a) obtain a release of the critical or valuable goods
        detained in transit pending payment;

    (b) maintain a reliable, efficient and smooth distribution
        system; and

    (c) induce critical shippers to continue to carry goods and
        make timely deliveries.

The goods, which are in transit, are often deposited into
warehouses that do not belong to the Debtors, but rather to
independent third parties.  Under the laws of some states, Mr.
Lhulier explains that a carrier or a warehouseman may have a
lien on the goods in its possession that secures the charges or
expenses incurred in connection with the transportation or
storage of the goods.  Pursuant to Section 363(e) of the
Bankruptcy Code, a carrier or a warehouseman, as a bailee, may
also be entitled to adequate protection of a valid possessory
lien.

Mr. Lhulier maintains that the Shippers and Warehousemen will
likely argue that they are entitled to possessory liens for
transportation and storage, as applicable, of the goods in their
possession as of the Petition Date.  The Shippers and
Warehousemen may even refuse to deliver or release the goods
before their claims have been satisfied and their liens
redeemed.

Additionally, the Debtors expect that, as of the Petition Date,
certain Shippers and Warehousemen will have outstanding invoices
for the goods that were delivered to them or their customers
prepetition.  If they do not pay these unrelated Shipping and
Warehousing Charges, the Debtors believe that the Shippers will
discontinue providing services and withhold the shipment of
essential goods.  The Warehousemen will also refuse to release
essential goods.

Since the Debtors' businesses are shipping-intensive, Mr.
Lhulier asserts that the value of the goods in the Shippers' and
Warehousemen's possession and the potential injury to the
Debtors if the goods are not released, is likely to exceed the
amount of the Shipping and Warehousing Charges.  The Debtors do
not expect the payments to exceed $6,100,000.

                       *     *     *

Judge Walrath permits the Debtors, in their sole discretion, and
without further Court application, to pay prepetition Shipping
and Warehousing Charges not to exceed $7,100,000. (Fleming
Bankruptcy News, Issue No. 2; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


FOUNTAIN POWERBOAT: Ability to Continue Operations Uncertain
------------------------------------------------------------
At December 31, 2002 and June 30, 2002 Fountain Powerboat
Industries, Inc., had negative working capital of $3,174,081 and
$3,890,906, respectively.  These factors raise substantial doubt
about the ability of the Company to continue as a going concern.
The Company's operations will require significant increases in
cash flows from operations or additional financing or capital to
continue.   In order to generate positive cash flows, the
Company will need to return to profitability through increasing
sales of their sporting  and fishing boats and wide beam
cruisers, reducing expenses and capital expenditures and
successfully refinancing current liabilities to long-term
obligations.

The operating income for the three months ended December 31,
2002, was $856,818, compared to the  operating loss of
$2,058,361 for the three months ended December  31, 2001.   The
net income for the three months ended December 31, 2002 was
$482,459 as compared to a net loss for the three months ended
December  31, 2001 of $1,417,651.   The net income for the six
months ended December 31,2002 was $651,704 as compared to a net
loss for the six months ended December 31, 2001 of $1,924,293.

Net sales were $12,941,227 for the second quarter of Fiscal
2003.   Net sales were $6,553,076 for the second quarter of
Fiscal 2002.  During the second quarter of Fiscal 2003, unit
volumes doubled from the same  period of the prior year, with
sales volume for three months ended December 31, 2002 at 101
units compared to 50 units for the prior year.  Fiscal 2003 net
sales for the six months ended December 31, 2002 were
$25,016,213, compared to net sales of $14,930,387 for the same
six months period of the prior year.


GENTEK: Tort Claimants Seek PI Claimant Committee's Appointment
---------------------------------------------------------------
A number of personal injury cases were commenced in 1998 before
the Court of Common Pleas of Delaware County, Pennsylvania on
behalf of workers employed at Sun Oil Co.'s Marcus Hook oil
refinery.  The workers claimed they suffered from severe and
respiratory injuries arising from a series of emissions of
sulfur dioxide and sulfur trioxide gases by the Debtors from its
industrial plant in Claymont, Delaware.  The Pennsylvania Mass-
tort Litigation consists of 36 remaining individual claims for
personal injuries as well as a separate action on behalf of a
class of plaintiffs seeking medical monitoring for more than
1,000 Sun Oil workers who were exposed to the gases, but who
have not yet exhibited physical manifestation of their injuries.

Subsequently on May 2001, a class action lawsuit and a certain
number of individual lawsuits were filed in California state
court by and on behalf of those injured or exposed to the
releases of toxic chemicals from the GenTek Debtors' industrial
plant in Richmond, California.  About 50,000 persons residing or
present in a 10-square mile radius of the Richmond Facility at
the time of the toxic emissions brought about the California
Class Action Litigation.  Of the 50,000 persons who are the
subject of the California Mass-tort Litigation, 20,000 have
specifically engaged counsel to represent their claims resulting
in the filing of a number of individual lawsuits against the
Debtors.

In addition to those plaintiffs represented by the Tort Claim
Representatives, there is a vast array of pending personal
lawsuits pending against the Debtors throughout the country.
Steven T. Davis, Esq., at Obermayer Rebmann Maxwell & Hippel
LLP, in Wilmington, Delaware, informs the Court that the Tort
Claim Representatives have made a number of requests to the
Office of the U.S. Trustee to appoint an additional committee to
represent the disparate and unrepresented interests of mass-tort
litigants. However, the U.S. Trustee has declined to act on
these requests, indicating the possibility of two additional
appointments to the existing Committee.

The Tort Claim Representatives believe that this prospect will
not address the serious issues of the lack of meaningful
representation of tort claimants on the existing Committee.  A
minority representation in the existing Committee will not
permit tort claimants to have their own input into the outcome
of this case, the Tort Claim Representatives contend.
Additionally, Mr. Davis relates that despite the existence of
tens of thousands of unliquidated and contingent personal injury
claims against the Debtors, there has been no indication by
either the Debtors or the Unsecured Creditors' Committee of any
discussion of or attempts to create claims estimations
procedures.

In view of that, the Tort Claims Representatives ask the Court
to appoint an official committee of tort claimants.

Mr. Davis maintains that the appointment will assure the
adequate protection and representation of tort claimants in
these bankruptcy cases.  Mr. Davis explains that tort claimants
have been deprived of voice in this case.  According to Mr.
Davis, the rights and interests of the tort claimants will be
steamrolled by the actions of both the Debtors and the Unsecured
Creditors' Committee if a Tort Claims Committee is not
appointed.  The composition of the present Creditors' Committee
exclusively represents the interests of trade and bank debt.

Rather than delaying these proceedings, Mr. Davis points out
that the appointment of a Tort Claims Committee will enhance the
reorganization effort and will ensure that issues arising from
the tort claims, including claims estimation procedures and
medical monitoring programs, are promptly and comprehensively
addressed by the Debtors.  Without the unified voice of the Tort
Claims Committee, the Debtors will undoubtedly encounter these
issues on a belated and piecemeal basis, all to the detriment
and prejudice of the Debtors' estates and the tort claimants.
(GenTek Bankruptcy News, Issue No. 12; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


GLOBAL CASINOS: Capital Insufficient to Meet Current Obligations
----------------------------------------------------------------
Global Casinos Inc.'s financial statements have been prepared
assuming that the Company will continue as a going concern.  As
of September 30, 2002, it had an accumulated deficit and a
working capital deficiency.  It was in default on various loan
agreements, were delinquent on payments to certain creditors and
had ceased operating all but one of its casinos.  These
conditions raise substantial doubt about its ability to continue
as a going concern.

Global Casinos Inc. operates in the domestic gaming industry.
It was organized as a holding company for the purpose of
acquiring and operating casinos, gaming properties and other
related interests. At September 30, 2002, its operations
consisted solely of the Bull Durham Saloon & Casino in Black
Hawk, Colorado. Operations are seasonal and the Bull Durham
experiences a significant increase in business during the summer
tourist season.

Global Casinos operates in a highly regulated environment
subject to the political process.  Its retail gaming license is
subject to annual renewal by the Colorado Division of Gaming.
Changes to existing statutes and regulations could have a
negative effect on its operations.

Results of Operations - Three Months Ended September 30, 2002
Compared to the Three Months ended September 30, 2001

The Company recognized a net loss of $510 for the three months
ended September 30, 2002 compared to a net loss of $226,909 for
the same period in 2001. The restructuring of its operations
reduced its operating losses.

Casino revenues for the three months ended September 30, 2002
were $733,124 compared to $684,299 for the 2001 period, an
increase of $48,825, or 7%.  The increased revenues are
attributed to increased promotional activities at the Bull
Durham.

Casino operating expenses increased to $579,678 for the three
months ended September 30, 2002 compared to $561,241 for the
three months ended September 30, 2001, an increase of $18,437,
or 3%.  Expenses increased because the Company increased its
marketing, promotional and charter bus expenses by $36,220.  The
increased spending in these areas was somewhat offset by reduced
spending on local device fees and slot machine lease payments.

General and administrative expenses decreased from $115,754 for
the three months ended September 30, 2001 to $84,479 for the
three months ended September 30, 2002, a decrease of $31,275, or
27%.  There was a significant decrease in the costs of settling
outstanding claims and obligations from 2001 to 2003, somewhat
offset by accounting, auditing and legal expenses associated
with increased regulation of public companies.

Interest expense was $69,477 for the three months ended
September 30, 2002, compared to $81,494 for the similar period
in 2001.  The reduction in interest expense of $12,017 (15%)
reflects decreasing interest rates on certain variable rate
indebtedness and a reduction in outstanding principal balances.
In March 2002, the Company ceased its trading of marketable
securities.  Thus, it had no gains or losses for the three
months ended September 30, 2002.  For the three months ended
September 30, 2001, it incurred losses of $152,719 related to
its marketable securities portfolio.

For federal income tax purposes, Global has a net operating loss
of carryover (NOL) approximating $7,600,000, which can be used
to offset future taxable income, if any.  Under the Tax Reform
Act of 1986, the amounts of and the benefits from NOL's are
subject to certain limitations including restrictions imposed
when there is a loss of business continuity or when ownership
changes in excess of 50% of outstanding shares, under certain
circumstances.  Thus, there is no guarantee that Global will be
able to utilize its NOL before it expires and no potential
benefit has been recorded in the financial statements.

                Liquidity and Capital Resources

The Company's primary source of cash is internally generated
through operations.  Historically, cash generated from
operations has not been sufficient to satisfy working capital
requirements and capital expenditures.  Consequently, Global
Casinos has depended on funds received through debt and equity
financing to address these shortfalls.  It has also relied, from
time to time, upon loans from affiliates to meet immediate cash
demands.  There can be no assurance that these affiliates or
other related parties will continue to provide funds to it in
the future, as there is no legal obligation on these parties to
provide such loans.

At September 30, 2002, the Company had cash and cash equivalents
of $397,576, substantially all of which was utilized in its
casino operations.  Pursuant to state gaming regulations, the
casino is required to maintain cash balances sufficient to pay
potential jackpot awards.  The Company does not have access to
any revolving credit facilities.

While the Company believes that its capital resources are
sufficient to allow the continued operation of its casino, it
does not currently have sufficient resources to expand its
operations or to satisfy overdue obligations of the parent
company.

The Company's working capital deficiency decreased by $34,183 to
$1,850,854 at September 30, 2002, from a deficiency of
$1,885,037 at June 30, 2002.

At September 30, 2002, Global Casinos owed debts in the amount
of approximately $918,555 to individuals and entities that, by
the terms of the notes, was in default. Should any of these note
holders make demand for payment, the Company would not have the
financial resources to pay these notes.

Cash provided by operating activities was $229,165 for the three
months ended September 30, 2002.  For the same period in 2001,
operating activities used net cash of $40,233.

The Company used net cash of $13,766 in investing activities for
the three months ended September 30, 2002. Capital expenditures
for the period were $32,933 and were partially offset by
collections of notes receivable. For the three months ended
September 30, 2001, it used net cash of $68,942 in investing
activities. Capital expenditures were $33,115. The Company also
transferred cash of $53,000 to OnSource Corporation as part of
its stock dividend.

Cash flows used in financing activities increased $21,478 to
$48,782 for the three months ended September 30, 2002, compared
to cash used of $27,304 in 2001.  These amounts represent
scheduled payments on Company indebtedness.


GLOBAL CROSSING: Continues Consolidated Graphics Supply Contract
----------------------------------------------------------------
Global Crossing continues to provide Consolidated Graphics, the
largest sheetfed and half-Web commercial printing company in the
United States, with voice and data networking services over its
advanced global IP network. Global Crossing's voice services,
Dedicated Internet Access, frame relay, and co-location, enable
Consolidated Graphics to offer its print companies and their
customers an extensive and growing range of digital and
Internet-based printing solutions.

Through its printing locations in 25 US states, Consolidated
Graphics produces high-quality, custom-designed print materials
for a broad customer base including many of the nation's most
recognized companies. Consolidated Graphics serves more than
13,000 customers, and Global Crossing's network solution gives
them the ability to access traditional printing services and a
comprehensive suite of digital printing services, to meet their
customers' growing technological needs.

"In offering a complete spectrum of traditional printing,
fulfillment and mailing services along with ecommerce products
and solutions, Consolidated Graphics continues to provide
innovative solutions to meet our customers' evolving print
communication needs," said Darrell Whitley, president of
CGXmedia, Consolidated Graphics' information technology,
Internet and ecommerce division. "Global Crossing offers us a
network solution that is integral to our ongoing program to
maintain our technological advantage in the industry. Global
Crossing is a tier-one provider with a next-generation network
that will give us the technology and reach we need to continue
to grow our business."

Dave Carey, executive vice-president of sales for Global
Crossing added, "We are very pleased to continue to count
Consolidated Graphics as one of our customers. Our high-
capacity, IP-based network provides Consolidated Graphics with
the bandwidth, reach and security that support their business
objectives. We look forward to furthering our relationship with
them, as they continue to grow."

Global Crossing's suite of voice and data networking products
give customers the ability to interact with offices, partners,
industry communities, and customers anywhere around the world.

Global Crossing offers a full range of switched and dedicated
long distance and toll free voice services, carried over Global
Crossing's fiber optic network. Global Crossing's comprehensive,
end-to-end network management system monitors traffic 24 x 7 for
unsurpassed reliability, and its Dedicated Internet Access (DIA)
provides customers with always on, direct high-speed
connectivity to the Internet.

Consolidated Graphics, Inc., is the largest sheet-fed and half-
Web commercial printing company in the United States. Through
locations in 25 states, the company produces high-quality
customized printed materials for a broad customer base that
includes many of the most recognized companies in the country.
Consolidated Graphics also offers an extensive and growing range
of digital and Internet-based services and solutions marketed
through CGXmedia. Consolidated Graphics is focused on adding
value to its operating companies by providing financial and
operational strengths, management support and technological
advantages associated with a national organization. For more
information, visit Consolidated Graphics' Web site at
http://www.consolidatedgraphics.comor http://www.cgxmedia.com

Global Crossing provides telecommunications solutions over the
world's first integrated global IP-based network, which reached
27 countries and more than 200 major cities around the globe.
Global Crossing serves many of the world's largest corporations,
providing a full range of managed data and voice products and
services.

On January 28, 2002, Global Crossing Ltd. and certain of its
subsidiaries (excluding Asia Global Crossing and its
subsidiaries) commenced Chapter 11 cases in the United States
Bankruptcy Court for the Southern District of New York
(Bankruptcy Court) and coordinated proceedings in the Supreme
Court of Bermuda (Bermuda Court). On the same date, the Bermuda
Court granted an order appointing joint provisional liquidators
with the power to oversee the continuation and reorganization of
the Bermuda-incorporated companies' businesses under the control
of their boards of directors and under the supervision of the
Bankruptcy Court and the Bermuda Court. Additional Global
Crossing subsidiaries commenced Chapter 11 cases on April 23,
August 4 and August 30, 2002, with the Bermuda incorporated
subsidiaries filing coordinated insolvency proceedings in the
Bermuda Court. The administration of all the cases filed
subsequent to Global Crossing's initial filing on January 28,
2002 has been consolidated with that of the cases commenced on
January 28, 2002. Global Crossing's Plan of Reorganization,
which was confirmed by the Bankruptcy Court on December 26,
2002, does not include a capital structure in which existing
common or preferred equity will retain any value. Global
Crossing expects to emerge from bankruptcy in the first half of
2003.

On November 18, 2002, Asia Global Crossing Ltd., a majority-
owned subsidiary of Global Crossing, and its subsidiary, Asia
Global Crossing Development Co., commenced Chapter 11 cases in
the United States Bankruptcy Court for the Southern District of
New York and coordinated proceedings in the Supreme Court of
Bermuda, both of which are separate from the cases of Global
Crossing. Pursuant to Asia Global Crossing's plan of
reorganization, on March 11, 2003, Asia Netcom, a new company
organized by China Netcom (Hong Kong) on behalf of a consortium
of investors, acquired substantially all of Asia Global
Crossing's operating subsidiaries, excluding Pacific Crossing
Ltd. and related entities. Global Crossing no longer has an
ownership interest in these operating subsidiaries.

Please visit http://www.globalcrossing.comfor more information
about Global Crossing.


GLOBE METALLURGICAL: UST Sets First Creditors Meeting for May 6
---------------------------------------------------------------
The United States Trustee will convene a meeting of Globe
Metallurgical Inc., and its debtor-affiliates' creditors on
May 6, 2003, at 3:00 p.m., in the Office of the United States
Trustee located at 80 Broad Street, Second Floor in Manhattan.
This is the first meeting of creditors required under 11 U.S.C.
Sec. 341(a) in all bankruptcy cases.

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

Globe Metallurgical Inc., the largest domestic producer of
silicon-based foundry alloys and one of the largest domestic
producers of silicon metal, files for chapter 11 protection on
April 2, 2003 (Bankr. S.D.N.Y. Case No. 03-12006).  Timothy W.
Walsh, Esq., at Piper Rudnick, LLP represents the Debtors in
their restructuring efforts.  When the Company filed for
protection from its creditors, it listed $50 million both in
assets and liabilities.


HAWAIIAN AIRLINES: Signing-Up Thompson & Chan as ERISA Counsel
--------------------------------------------------------------
Hawaiian Airlines, Inc., seeks authority from the U.S.
Bankruptcy Court for the District of Hawaii to hire the law firm
of Thompson & Chan as its Special Counsel.

The Debtor tells the Court that Thompson & Chan has extensive
experience and expertise with respect to Employee Retirement
Income Security Act of 1974.  Additionally Thompson & Chan has
acquired important knowledge on the Debtor's business due to
services rendered prepetition.  In this retention, Thompson &
Chan will provide services on ERISA and tax law related areas.

Thompson & Chan's customary hourly rates as charged to both
bankruptcy and non-bankruptcy clients vary between $250 to $400
per hour.  Thompson & Chan does not currently employ any
associates or paralegals.

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


HAYES LEMMERZ: Wants to Preserve Exclusivity Until June 16, 2003
----------------------------------------------------------------
Hayes Lemmerz International, Inc., (OTC: HLMMQ) has filed a
motion with the United States Bankruptcy Court for the District
of Delaware to extend the period during which the Company has
the exclusive right to file a Plan of Reorganization in its
Chapter 11 cases. The motion seeks to preserve the Company's
exclusive right to sponsor a Plan of Reorganization to June 16,
2003, and to preserve the Company's exclusive right to solicit
acceptances of a Plan of Reorganization until August 15, 2003.
These periods had been scheduled to expire on April 15, 2003 and
June 16, 2003, respectively.

Kenneth Hiltz, the Company's Chief Restructuring Officer and
Principal of AlixPartners, LLC said that, "Requesting an
extension of the exclusivity period is routine during Chapter 11
cases." The extension is in the best interests of the Company,
its creditors and other parties in interest.

On April 9, 2003, the Company filed a modified Plan of
Reorganization with the Court and announced that its key
creditors had reached agreement on the modified Plan. The
Confirmation Hearing is scheduled for May 7, 2003, at 10:30
a.m., EDT.

Hayes Lemmerz has secured commitments for its Exit Financing and
is poised to emerge from Chapter 11 shortly after the May 7,
2003 Confirmation Hearing.

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

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

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


HEALTHCARE INTEGRATED: Auctioning-Off All Assets Today
------------------------------------------------------
Today, at 10:00 a.m. Eastern Standard Time, HealthCare
Integrated Services, Inc., and HIS Imaging, LLC will conduct an
auction for the sale of substantially all of their assets, free
and clear of liens and encumbrances. The auction will be held at
the offices of the Debtors' Counsel, Ravin Greenberg, PC, at 101
Eisenhower Parkway, Roseland, New Jersey 07068.

The assets are primarily comprised of four diagnostic imaging
centers located in Ocean Township, Bloomfield, Voorhees and
Northfield, New Jersey.

A Court hearing to ratify the winning bid and approve the sale
under Sec. 363 of the Bankruptcy Code is scheduled for April 21,
2003, at 2:00 p.m.

HealthCare Integrated is a multi-disciplinary provider of
healthcare services, currently specializing in diagnostic
imaging operations and clinical research trials. The Debtors
filed for Chapter 11 protection on September 25, 2002 (Bankr.
New Jersey Case No. 02-19320). Brian L. Baker, Esq., at Ravin
Greenberg, PC represents the Debtors in their liquidating
efforts. When the Debtors filed for protection from its
creditors, it listed total assets of $12 million and total debts
of about $24 million.


HENNINGER MEDIA: Emerges from Bankruptcy Proceeding on Schedule
---------------------------------------------------------------
Henninger Media Services has satisfied all conditions of its
reorganization plan following less than nine months under
chapter 11 court protection, allowing the company to emerge from
the process on schedule.

Rob Henninger, HMS founder and chief executive officer,
attributed the swift emergence from chapter 11 to Henninger's
cost-cutting moves to eliminate duplicative facilities as well
as its push into business and corporate communications, and,
with its recent GSA approval, into government contracting. "It's
no secret the advertising and post-production business has been
in an industry-wide slump for a couple of years," Henninger
said, "so we've made a concerted effort to diversify our efforts
into areas expected to see high growth in the years ahead."

Under the reorganization plan confirmed April 2 by the U.S.
Bankruptcy Court for the Eastern District of Virginia,
Alexandria Division, HMS has secured financing from Advisco
Capital Corp. and established equipment financing on favorable
terms. Since entering chapter 11, liabilities have been
significantly reduced; the workforce has been reorganized to
include 100 employees across its three facilities--absorbing key
staff and equipment into its Arlington headquarters from several
of the closed facilities. During this process, Henninger has
built new Telecine suites, as well as new Discreet smoker and
flamer suites for its design and editorial talent. It also has
added capacity for duplication and format conversion at
Commonwealth Film Labs & Transfer in Richmond. In addition, the
company has increased its market share in non-traditional media
outlets.

Rob Henninger praised employees, clients and vendors for their
continued support of the company throughout the Chapter 11
process. "With this conclusive ruling in place, we have achieved
the goal we set last fall," he said, "to emerge successfully
from Chapter 11 as a more competitive and financially stronger
company while maintaining our commitment to the highest level of
customer service."

Celebrating its 20th anniversary in 2003, Henninger Media
Services combines video and audio production, state-of-the-art
editing, interactive tools, and multimedia design/development to
form integrated projects and creative solutions that allow
clients to deliver targeted messages that attract, move and
retain audiences. Headquartered in Arlington, VA, with
facilities in Washington, DC and Richmond, VA, HMS offers
"concept through delivery" execution in such areas as DVD
authoring, meeting presentations, CD-ROMs and Internet design,
and high-definition TV programming, among others. Major clients
include ABC, Discovery Communications, National Geographic
Television, History Channel, PBS, HBO and Showtime Networks.
Complete information about Henninger Media Services may be found
on the Internet at http://www.henninger.com


HOLLINGER: S&P Junks Ratings Due to Going Concern Uncertainty
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered the long-term
corporate credit rating on newspaper publisher Hollinger Inc. to
'CCC+' from 'BB-', the global scale preferred share rating to
'CC' from 'B-', and the Canadian national scale preferred share
rating to 'CC' from 'P-4(Low)'. At the same time, the 'B'
senior secured debt rating on Hollinger Inc. was affirmed.

In addition, Standard & Poor's affirmed its ratings on Toronto,
Ontario-based Hollinger Inc.'s subsidiary (70.7% voting control
and 29.6% equity stake), Hollinger International Inc., and
Hollinger International's wholly owned subsidiary, Hollinger
International Publishing Inc., including the 'BB-' long-term
corporate credit ratings. The outlooks are negative.

"The ratings actions follow Hollinger Inc.'s recent announcement
that there is uncertainty regarding its ability to meet its
future financial obligations with respect to its outstanding
preferred shares," said Standard & Poor's credit analyst Barbara
Komjathy.

The downgrade reflects the highly vulnerable position of
Hollinger Inc.'s rated C$101.5 million 7% series III preference
shares and the implication of this on the long-term corporate
credit rating on Hollinger Inc. The series III preference shares
are retractable at the option of the holder at any time and have
a mandatory redemption date of April 30, 2004. If Hollinger Inc.
were to not meet its obligation on the series III preference
shares, either when retracted by holders or on the redemption
date, then the preferred share rating would be lowered to 'D'
and the long-term corporate credit rating to 'SD' (selective
default).

The rating on Hollinger Inc.'s secured debt was affirmed, as
Standard & Poor's continues to base its debt ratings on the
consolidated group of Hollinger companies, including Hollinger
International and HIPI. The consolidated view reflects Standard
& Poor's opinion that economic interests and ownerships are
aligned in a way that ensures Hollinger Inc.'s solvency.
Similarly, the ratings affirmations on Hollinger International
and HIPI reflect Standard & Poor's view that that there is
no material change in Hollinger International's and its
subsidiaries' ability and willingness to meet their debt
obligations.

Under Canadian corporate law, Hollinger Inc. is not required to
redeem the preference shares if its liquidity would be unduly
impaired. Hollinger Inc.'s stand-alone liquidity is limited as
substantially all of its assets have been pledged as security
for its US$120 million senior secured notes due 2011. Standard &
Poor's believes that on a consolidated basis, including
Hollinger International and HIPI, Hollinger has sufficient
resources to meet its financial obligations. Given its
aggressive financial policy and limited legal recourse of
preferred shareholders, however, the company could elect not to
meet its redemption or retraction obligations as due. Hollinger
Inc. also recently proposed to exchange all of its 7% series III
preference shares at par plus any unpaid dividends for newly
issued series IV 8% preference shares with comparable terms and
a mandatory redemption date of April 30, 2008.

The ratings on the consolidated group of Hollinger companies
reflect the strong market positions of Hollinger's two key
newspapers, The Daily Telegraph (U.K.) and the Chicago Sun-Times
(U.S.), and the geographic diversity they provide, which helps
to mitigate regional downturns. These factors are offset by the
inherent cyclical nature of the advertising revenues and
newsprint prices, and by Hollinger's aggressive financial
profile and policy.


HUGHES ELECTRONICS: Reports Improved Results for First Quarter
--------------------------------------------------------------
Hughes Electronics Corporation, a world-leading provider of
digital television entertainment, broadband satellite networks
and services, and global video and data broadcasting, reported
that first quarter 2003 revenues increased 10.0% to $2,227.3
million, compared with $2,024.8 million in the first quarter of
2002. EBITDA for the quarter was $305.0 million and EBITDA
margin(1) was 13.7%, compared with the first quarter of 2002
EBITDA of $164.5 million and EBITDA margin of 8.1%. Operating
profit for the first quarter of 2003 was $41.9 million compared
with an operating loss of $87.7 million in the first quarter of
2002.

"An outstanding first quarter performance by DIRECTV U.S. drove
HUGHES' strong first quarter revenue and EBITDA growth," said
Jack A. Shaw, HUGHES' president and chief executive officer.
"The DIRECTV U.S. performance is a direct result of our
profitable growth strategy that focuses on attracting long-term,
high quality subscribers who provide us with exceptional
financial returns."

Shaw added, "DIRECTV U.S.' better-than-expected quarterly
performance for both subscribers and average monthly revenue per
subscriber drove revenues up by over 16% to more than $1.7
billion. In addition, DIRECTV U.S.' EBITDA more than doubled in
the quarter to $230 million -- an all-time record -- as a result
of the strong revenue growth along with a sharp increase in
operating margins due in part to our ongoing efforts to improve
our cost structure." Shaw continued, "Also contributing to
DIRECTV U.S.' strong financial performance was a monthly
customer churn rate of only 1.5% during the quarter,
representing the lowest level attained in a first quarter in
four years."

Shaw finished, "The first quarter was very significant for
HUGHES in many ways. First, due to strong operating results
across the company, HUGHES reached an important milestone in the
first quarter: operating profit of nearly $42 million -- the
first time we have generated operating profit in a quarter in
over four years. Next, because of DIRECTV U.S.' strong
performance in the first quarter, we are increasing HUGHES' and
DIRECTV U.S.' full year 2003 guidance for both revenue and
EBITDA, and we are also raising our DIRECTV U.S. full year
subscriber guidance. In addition, last week, GM and HUGHES
announced their intentions to split-off HUGHES into an asset-
based security that will be 34% owned by News Corp. The
combination of HUGHES' improving outlook along with the planned
News Corp. transaction will provide GMH shareholders with
considerable potential for value creation."

Also impacting the EBITDA comparison were several one-time items
in the first quarter of 2002. HUGHES recorded a $95 million one-
time gain in last year's first quarter based on the favorable
resolution of a lawsuit filed against the U.S. government on
March 22, 1991. The lawsuit was based upon the National
Aeronautics and Space Administration's breach of contract to
launch ten satellites on the Space Shuttle. Also impacting the
2002 first quarter was a charge of $83 million to provide for
losses associated with a contractual dispute with General
Electric Capital Corporation. Of this amount, $56 million was
recorded as a charge to "Selling, general and administrative
expenses," and the remaining $27 million was recorded as
"Interest Expense". In addition, DIRECTV Latin America
recognized an EBITDA loss of approximately $32 million in the
first quarter of 2002 due to the devaluation of the Argentinean
peso.

HUGHES believes EBITDA is a measure of performance used by some
investors, equity analysts and others to make informed
investment decisions.  HUGHES management uses EBITDA to evaluate
the operating performance of HUGHES and its business segments,
as a measure of performance for incentive compensation purposes,
and for other purposes.

Operating profit for the first quarter of 2003 improved to $41.9
million compared with an operating loss of $87.7 million in the
first quarter of 2002 primarily due to the DIRECTV U.S.
operational improvements and the first quarter 2002 items that
impacted EBITDA discussed above.

HUGHES had a first quarter 2003 net loss of $50.9 million
compared to a net loss of $837.7 million in the same period of
2002. The improvement was primarily due to a first quarter 2002
charge associated with HUGHES' adoption of Statement of
Financial Accounting Standards No. 142, "Goodwill and Other
Intangible Assets." As a result of the completion of the
required transitional impairment tests, HUGHES wrote-down $557
million of goodwill related to DIRECTV Latin America, $108
million of goodwill related to DIRECTV Broadband, Inc., and $16
million of goodwill associated with a Hughes Network Systems
equity investment in the first quarter of 2002. In accordance
with SFAS No. 142, these charges were recorded as "Cumulative
effect of accounting change, net of taxes." Also impacting the
quarter was the improved operating profit, a lower income tax
benefit in the first quarter of 2003 due primarily to the lower
pre-tax loss, and a $29 million charge in the first quarter of
2002 related to a loan guarantee for an HNS affiliate in India.
In addition, DIRECTV Broadband, now accounted for as a
discontinued operation, had lower net losses in the first
quarter of 2003 due to its shutdown on February 28, 2003.

          Segment Financial Review: First Quarter 2003

Direct-To-Home Broadcast

First quarter 2003 revenues for the segment increased 13.3% to
$1,847.9 million from $1,630.4 million in the first quarter of
2002. The segment had EBITDA of $211.3 million compared with
negative EBITDA of $20.9 million in the first quarter of 2002.
Operating profit for the segment was $38.3 million in the first
quarter of 2003 compared to an operating loss of $164.0 million
in the same period of 2002. Included in the segment's 2002
EBITDA and operating loss is a charge of $56 million to provide
for losses related to a contractual dispute with GECC associated
with an agreement consummated in July 1995 whereby GECC agreed
to establish and manage a credit program for consumers who
purchased DIRECTV(R) programming and related hardware.

Also, on February 28, 2003, HUGHES completed the shutdown of the
DIRECTV DSL(TM) service. DIRECTV Broadband is now accounted for
as a discontinued operation in the consolidated financial
statements and its revenues, operating costs and expenses, and
non-operating results are no longer included in the Direct-To-
Home Broadcast segment for the periods presented.

United States(2): Excluding subscribers in the National Rural
Telecommunications Cooperative territories, DIRECTV added
701,000 gross subscribers and, after accounting for churn,
275,000 net subscribers in the quarter. DIRECTV owned and
operated subscribers totaled 9.77 million as of March 31, 2003,
11% more than the 8.79 million cumulative subscribers as of
March 31, 2002. For the first quarter of 2003, the total number
of subscribers in NRTC territories fell by 30,000, reducing the
total number of NRTC subscribers as of March 31, 2003, to 1.65
million. As a result, the DIRECTV platform ended the quarter
with 11.42 million total subscribers.

DIRECTV reported quarterly revenues of $1,708.1 million, an
increase of over 16% from last year's first quarter revenues of
$1,465.8 million. The increase was primarily due to continued
strong subscriber growth as well as increased average monthly
revenue per subscriber. ARPU increased $2.40 to $59.10 in the
quarter primarily due to increased customer purchases of local
channel and premium programming packages, as well as additional
fees from the increased number of customers that have multiple
set-top receivers.

EBITDA for the first quarter of 2003 more than doubled to a
record $230.4 million compared to EBITDA of $93.7 million in
last year's first quarter. This increase was due to the
additional gross profit gained from DIRECTV's increased revenue,
an improved mix of higher-margin revenues primarily related to
increased sales of local channel packages, and fees from
customers, that have multiple set-top receivers, and the
favorable impact resulting from continued cost reductions.

Operating profit in the quarter increased to $106.0 million
compared to an operating profit of $8.6 million in the first
quarter of 2002. The improved operating profit was primarily due
to the reasons discussed above for the change in EBITDA
partially offset by increased depreciation and amortization
related to the launch of DIRECTV 5 in May of 2002, and
additional infrastructure expenditures made during the last
year.

Latin America: On March 18, 2003 DIRECTV Latin America, LLC
announced that in order to aggressively address the company's
financial and operational challenges, it had filed a voluntary
petition for reorganization under Chapter 11 of the U.S.
Bankruptcy Code. The filing applies only to DIRECTV Latin
America, LLC, a U.S. company, and does not include any of its
operating companies in Latin America and the Caribbean. DIRECTV
Latin America, LLC and its operating companies are continuing
regular operations.

The DIRECTV service in Latin America lost 54,000 net subscribers
in the first quarter of 2003 primarily due to the economic
turmoil following the general strike in Venezuela. The total
number of DIRECTV subscribers in Latin America as of March 31,
2003, was approximately 1,528,000 compared to about 1,642,000 as
of March 31, 2002, representing a decline of approximately 7%.

Revenues for DIRECTV Latin America declined to $140 million in
the quarter from $165 million in the first quarter of 2002
mostly due to the devaluation of the Venezuelan and Brazilian
currencies over the last year, as well as the lower average
number of subscribers.

DIRECTV Latin America recorded negative EBITDA of $22 million in
the quarter compared to negative EBITDA of $61 million in the
same period of 2002. The lower EBITDA loss was primarily due to
the $32 million loss related to the devaluation of the
Argentinean peso in 2002 and aggressive cost cutting over the
past year, partially offset by the lower gross profit related to
the lower revenues.

Operating loss in the quarter was $71 million compared to
operating loss of $119 million in the first quarter of 2002. The
lower operating loss was due to the reasons discussed above for
the change in EBITDA and decreased depreciation expense.
Satellite Services

PanAmSat Corporation, which is approximately 81%-owned by
HUGHES, generated first quarter 2003 revenues of $199.8 million
compared with $207.1 million in the same period of the prior
year. The decrease was primarily due to a termination fee
received in 2002 associated with one of the company's video
customers and lower occasional-use revenues during the first
quarter of 2003. These declines were partially offset by
increased network services revenue and PanAmSat's new G2
Satellite Solutions division, which was formed after the
acquisition of Hughes Global Services on March 7, 2003.

EBITDA for the quarter was $148.6 million and EBITDA margin was
74.4%, compared with first quarter 2002 EBITDA of $151.1 million
and EBITDA margin of 73.0%. The EBITDA margin improvement was
principally due to the company's continued focus on operational
efficiencies and lower bad debt expense partially offset by the
termination fee received in 2002. The decrease in EBITDA was
primarily due to the termination fee received in 2002. Also
impacting the change in EBITDA and EBITDA margin were several
significant items recorded in the first quarter of 2002
including a $40 million gain in relation to the settlement of
the PAS-7 insurance claim, net facilities restructuring and
severance charges of $13 million and a $19 million loss on the
conversion of sales-type leases to operating leases.

PanAmSat generated operating profit of $76.3 million in the
first quarter of 2003 compared with operating profit of $57.1
million in the same period of 2002. The improved operating
profit was due to reduced satellite depreciation expense which
was partially offset by the EBITDA changes discussed above.

As of March 31, 2003, PanAmSat had contracts for satellite
services representing future payments (backlog) of approximately
$5.46 billion compared to approximately $5.55 billion at the end
of the fourth quarter of 2002.

Network Systems

HNS generated first quarter 2003 revenues of $247.4 million
compared with $242.8 million in the first quarter of 2002. The
increase was principally due to higher sales of DIRECTV(R)
receiver systems and revenues from the larger DIRECWAY
residential and small office/home office subscriber base,
partially offset by lower sales in the carrier segment due to
the substantial completion of the Thuraya Satellite
Telecommunications Company and Inmarsat Ltd. contracts. HNS
shipped 629,000 DIRECTV receiver systems in the first quarter of
2003 compared to 430,000 units in the same period last year.
Additionally, as of March 31, 2003, DIRECWAY had approximately
152,000 subscribers in North America compared to 111,000 one
year ago, an increase of approximately 37%.

HNS reported negative EBITDA of $22.2 million compared to
negative EBITDA of $30.5 million in the first quarter of 2002.
Operating loss in the quarter was $39.8 million compared to an
operating loss of $48.5 million in the first quarter of 2002.
The improvement in EBITDA and operating loss was primarily
attributable to a lower loss in the Consumer DIRECWAY business
due to improved efficiencies associated with the larger
subscriber base and a $6 million charge related to headcount
reductions recorded in 2002.
BALANCE SHEET

From December 31, 2002 to March 31, 2003, the company's
consolidated cash balance increased $1,833.6 million to $2,962.2
million and total debt increased $1,897.0 million to $5,014.8
million. These changes resulted in an increase in net debt of
$63.4 million to $2,052.6 million. Net debt is defined as the
difference between the consolidated cash balance and the
consolidated debt balance of HUGHES.

In the first quarter of 2003, DIRECTV U.S. completed several
financing transactions. On February 28, DIRECTV U.S. closed a
$1.4 billion senior notes offering. The $1.4 billion senior
notes were offered in a Rule 144A/Regulation S private placement
and bear interest at an 8.375 percent annual rate, payable semi-
annually. The notes will mature on March 15, 2013 and are
callable on or after March 15, 2008. The notes are guaranteed by
all of DIRECTV U.S.' domestic subsidiaries. On March 6, DIRECTV
U.S. closed senior secured credit facilities totaling $1.675
billion. The facilities consist of a $250 million five-year
revolving credit facility, a $375 million five-year Term A loan
and a $1.05 billion seven-year Term B loan. The Term A loan
includes a $200 million delayed draw component. The facilities
are secured by substantially all of DIRECTV U.S.' assets and are
guaranteed by all of DIRECTV U.S.' domestic subsidiaries.
Approximately $2.56 billion of the proceeds from the financing,
after transaction fees, were paid to HUGHES in a distribution
that was used to repay $506 million of outstanding short-term
debt, and is expected to fund HUGHES' business plan through
projected cash flow breakeven and for HUGHES' other corporate
purposes.

Hughes Electronics Corporation is a unit of General Motors
Corporation.

As reported in Troubled Company Reporter's April 11, 2003
edition, Standard & Poor's Ratings Services revised its
CreditWatch listing on Hughes Electronics Corp. and related
entities to positive from developing following the company's
announcement that News Corp. Ltd., (BBB-/Stable/--) will acquire
34% of the company. The ratings had been on CreditWatch
developing, reflecting uncertainty regarding Hughes' future
ownership.

Following a review of Hughes' operating and financial prospects
under its new ownership structure, a ratings upgrade could occur
once the deal is completed. However, the magnitude of a
potential upgrade may be constrained in light of News Corp.'s
minority stake.

Ratings List:              To                   From

Hughes Electronics Corp.
  Corporate credit       B+/Watch Pos/--      B+/Watch Dev/--

DirecTV Holdings LLC
  Senior secured debt    BB-/Watch Pos/--
  Senior unsecured debt  B/Watch Pos/--

PanAmSat Corp.
  Corporate credit       B+/Watch Pos/--      B+/Watch Dev/--
  Senior secured debt    BB-/Watch Pos/--     BB-/Watch Dev/--
  Senior unsecured debt  B-/Watch Pos/--      B-/Watch Dev-


INNOVEX INC: March 31 Working Capital Deficit Widens to $5 Mill.
----------------------------------------------------------------
Innovex, Inc., (Nasdaq: INVX) reported revenue of $37.1 million
for the fiscal 2003 second quarter ending March 31, 2003,
compared to $34.5 million in the first quarter of fiscal 2003
and $35.0 million for the prior year second quarter. The
company's pretax loss was $2.6 million in the second quarter of
fiscal 2003 as compared to a loss of $4.1 million in the first
quarter of fiscal 2003 and a loss of $1.9 million in the prior
year second quarter. The fiscal 2003 first quarter includes a
$750,000 restructuring charge and the prior year second quarter
includes a $950,000 restructuring charge. The company's net loss
was $1.4 million in the second quarter of fiscal 2003. This
compares to a net loss of $2.3 million in the first quarter of
fiscal 2003 and a net gain of $342,000 in the prior year second
quarter. The prior year net income includes a $1.7 million tax
benefit to reduce the deferred tax allowance.

Innovex Inc.'s March 31, 2003 balance sheet shows that its total
current liabilities exceeded its total current assets by about
$5 million.

"We are pleased to have achieved significant quarter over
quarter growth for the second consecutive quarter," commented
William P. Murnane, Innovex's President and Chief Executive
Officer. "We benefited greatly from the disk drive industry's
transition to the 80 GB per platter technology platform, which
began in earnest during the quarter. We also benefited from
growth in our Liquid Crystal Display flex product that is used
in mobile phone applications. We believe that continued growth
in existing product lines along with new product qualifications
in existing and new markets will allow us to continue our
positive growth trend," stated Murnane.

Revenue from the disk drive industry generated 76% of the
Company's revenue for the quarter, integrated circuit packaging
application revenue was 7%, consumer application revenue was 6%,
network system application revenue was 6% and revenue from other
industry applications was 5%.

The gross margin percent for the fiscal 2003 second quarter was
11% as compared to 10% for the fiscal 2003 first quarter and 14%
for the fiscal 2002 second quarter. The improved margin as
compared to the first quarter was the result of higher revenue
increasing the company's fixed cost leverage. As compared to the
prior year, fiscal 2003 gross margins were impacted by
incremental start up and tooling costs related to new product
introductions and product mix changes. The company experienced a
significant product transition during the quarter, converting
approximately 70% of its products to new designs. "We typically
experience higher costs during a new product transition due to
the lower productivity and higher scrap generated early in a
product's life cycle," stated Tom Paulson, Innovex's Chief
Financial Officer. "In addition, new products require new
tooling, which we expense at the beginning of a new product
ramp. We expect the increased start up costs incurred during the
quarter to decline as the products mature." The current year's
product mix also had an increased share of FSA revenue with
higher material pass through content related to the suspension
material used in the FSA product. The prior year's product mix
included higher share of the company's Head Interconnect Flex
product, which does not include the suspension related pass
through material.

Operating costs increased in the fiscal 2003 second quarter as
compared to the fiscal 2003 first quarter and fiscal 2002 second
quarter. The increase in fiscal 2003 second quarter spending was
primarily due to consulting and training costs related to
implementation of the company wide Six Sigma program and
increased new product development spending. Start up costs
related to Six Sigma were approximately $300,000 during the
March quarter. "The additional costs related to our Six Sigma
deployment represent our commitment to successfully adopting Six
Sigma," stated Murnane. "Six Sigma start up costs will continue
through the June quarter, at which time we expect Six Sigma
start up costs to end and savings generated by the program to
begin."

Cash flow from operations in the fiscal 2003 second quarter was
primarily impacted by an increase in accounts receivable driven
by strong quarter-end revenue and payments of $633,000 to buy
out the remaining portion of the Chandler facility lease.

The company's Thailand credit facilities were increased by
220,000,000 baht or approximately $5.1 million during the
quarter. The company also expects to close on new U.S based
financing during the fiscal 2003 third quarter which will
significantly improve cash flows related to financing. "Our
expanded Thailand credit facility will provide the working
capital required to fund expected incremental revenue and
capital expenditures while allowing us the flexibility to
adequately fund new product development as we move forward,"
stated Paulson. "The higher revenue levels are also driving
improved financial results as we better leverage our fixed cost
basis."

Innovex, Inc., is a leading manufacturer of high-density
flexible circuit-based electronic interconnect solutions.
Innovex's products enable the miniaturization and increasing
functionality of high technology electronic devices.
Applications for Innovex's products include data storage
devices, networking equipment, computer printers, home consumer
products, mobile telecommunication devices, computers and
personal communications systems. Innovex is known worldwide for
its advanced technology and world class manufacturing.


INTEGRATED HEALTH: Earns Blessing to Hire TriAlliance as Broker
---------------------------------------------------------------
Integrated Health Services, Inc., and its debtor-affiliates
sought and obtained the Court's authority to employ TriAlliance
Commercial Real Estate Services, LLC, as real estate brokers for
the purpose of procuring a buyer or lessee for certain improved
real property located in Sparks, Maryland, owned by HIS at
Highlands Park Inc.

Joseph M. Barry, Esq., at Young Conaway Stargatt & Taylor LLP,
in Wilmington, Delaware, explains that the Real Property
consists of three buildings, known as Buildings 100, 200 and
300, located at 910 Ridgebrook Road in Sparks, Maryland, which
are owned by IHS at Highlands, and have been utilized by the
Debtors as their corporate headquarters.  Building 100 contains
56,233 square feet, Building 200 contains 92,909 square feet,
and Building 300 has 72,002 square feet, for a total of 221,234
square feet.  As provided in the agreement with TriAlliance, the
asking price for a lease would be $14 per square foot, triple-
net, and the asking price for a sale would be $20,000,000 if
vacant, or $30,000,000 if 100% occupied.

Mr. Barry tells the Court that under any scenario envisioned by
the Debtors' proposed Chapter 11 Joint Plan of Reorganization on
file with this Court, the Debtors would have no further use for
these facilities.  It therefore is appropriate for the Debtors
to dispose of the Property and realize the maximum value
therefore for the benefit of the Debtors, their estates and
creditors.

TriAlliance is a sophisticated, full-service commercial real
estate company offering its clients extensive and comprehensive
services, including brokerage and data services.  TriAlliance
was previously engaged by the Debtors, pursuant to a Court order
dated October 3, 2000, to procure a buyer for certain unimproved
real property adjacent to the Property.  In connection with that
engagement, a buyer was identified, a transaction was
negotiated, and the sale was successfully consummated with the
Court's approval.

Mr. Barry insists that TriAlliance's employment as the Debtors'
exclusive real estate broker is necessary.  The Debtors
anticipate realizing proceeds, which could reach as high as
$30,000,000 from the disposition of the Property.  However, in
order to dispose of the property efficiently and secure a price
commensurate with their expectations, the Debtors require the
services of a sophisticated commercial real estate broker.

IHS-Highlands entered into an agency agreement on January 21,
2003 with TriAlliance.  The Agency Agreement provides that
TriAlliance will be employed by IHS-Highlands as the exclusive
broker in connection with the sale or lease of the Property.  In
connection with its efforts, TriAlliance will solicit the
cooperation of other licensed real estate brokers.  The salient
terms of the Agency Agreement are:

  A. Term: Valid until March 26, 2004, cancelable earlier by
     either party after written notice at the later of 30 days
     from the notice, or at the end of six months from
     January 21, 2003.

  B. Commission:

     Sale: 3% of the sales price, with the commission due only
     once a sale is consummated and the full purchase price is
     received.

     Lease: Sliding scale, from 6% of the first 12 months' fixed
     rental payments, to 1% of fixed payments for any period
     greater than 120 months, payable 50% on the tenant's taking
     possession, and 50% 18 months later.  To encourage outside
     broker cooperation in leasing, Tri-Alliance is authorized
     to offer up to a 50% bonus commission for leases to tenants
     procured by another broker with whom Tri-Alliance has dealt
     pursuant to the Agency Agreement.

  C. Excluded Parties: No commission is payable for a sale or
     lease pursuant to the Debtors' Plan, or for any sale,
     transfer or disposition pursuant to a sale of all or
     substantially all of the assets of the Debtors.

TriAlliance President Christopher C. Smith assures the Court
that the Firm has not represented the Debtors, their creditors,
equity security holders, or any other parties-in-interest, or
their attorneys or accountants, in any matter relating to the
Debtors or their estates.  In addition, TriAlliance does not
hold or represent any interest adverse to the Debtors' estates.
Mr. Smith asserts that TriAlliance is a "disinterested person"
as that phrase is defined in Section 101(14) of the Bankruptcy
Code. (Integrated Health Bankruptcy News, Issue No. 55;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


INTERTAPE POLYMER: Consolidating 3 Regional Distribution Centers
----------------------------------------------------------------
In its continuing drive to reduce operating costs and improve
service levels, Intertape Polymer Group Inc., (NYSE:ITP)
(TSX:ITP) will consolidate three existing regional distribution
centers into a new facility in Danville, Virginia. The Company
said it will close the existing Danville RDC and phase out two
other RDCs in Bolingbrook, Illinois and in Suwanee, Georgia.
Construction of the new Danville facility is being made
possible, in part, through the Governor Opportunity Funds
program in Virginia.

The new Danville RDC will be located adjacent to Intertape
Polymer Group's existing manufacturing facility and when fully
staffed will have 50 full time positions. The 200,000 square
foot complex is being built by the Industrial Development
Authority of Pittsylvania County on a 30-acre site and has an
expansion capability of up to 400,000 square feet. Total
investment of the project is approximately $10.6 million, which
includes a $7.2 million IDA contribution, $1.5 million
contribution from IPG for new material handling equipment and
information systems, as well as a $1.9 million transfer of
existing assets currently located in the three RDCs to be
closed. The IDA contribution is a long-term lease agreement
between IDA and IPG for 20 years. The Danville facility should
be operational by the fourth quarter of this year.

"This latest initiative is part of the $12.0 million in annual
cost savings opportunities, announced September 30, 2002,"
stated IPG's Chief Financial Officer, Andrew M. Archibald, C.A.
"The project will yield annual savings in excess of $2.0
million. Cost reductions will be realized in a number of areas,
including lower occupancy costs, staffing, finished goods
inventory and logistics. In addition, this latest project
enhances our drive to reduce working capital by approximately
$2.5 million in the first year and approximately $4.0 million
thereafter." Mr. Archibald explained that the decision to close
the two RDC's operated by this third party supplier was as a
result of a study which demonstrated that the Company is more
cost effective in managing its own RDCs. There will be no non-
recurring charges as a result of the decision to close these
RDCs.

IPG's Chairman and Chief Executive Officer, Melbourne F. Yull
said IPG and its customers will clearly benefit as a result of
the project. "With the new Danville regional distribution center
stock availability will be higher, cycle times will be reduced
and shipments to customers will be further consolidated,
resulting in greater efficiencies and lower processing costs as
well as increased inventory turns."

Intertape Polymer Group is a recognized leader in the
development and manufacture of specialized polyolefin plastic
and paper based packaging products and complementary packaging
systems for industrial and retail use. Headquartered in
Montreal, Quebec and Sarasota/Bradenton, Florida, the Company
employs approximately 2,600 employees with operations in 21
locations, including 15 manufacturing facilities in North
America and one in Europe.

As reported in Troubled Company Reporter's December 27, 2003
edition, Intertape Polymer Group announced that an agreement was
reached with its bankers and the holders of its senior secured
notes with respect to certain covenants in its bank indebtedness
and credit facilities.

The Company further said, "The Company's effective debt
reduction program gave our bankers and noteholders the
confidence to relax the financial covenant requirements. We have
completed our capital expenditure programs and are now focused
on maximizing all aspects of debt reduction and plant
utilization. This will result in lower interest costs as the
Company draws upon less costly bank facilities and reduces the
various interest rate spreads over both prime and LIBOR. The $17
million cost reduction programs announced this past September
are well underway. These programs should be completed by June
2003."


J. CREW: S&P Hatchets Ratings to CC After Planned Exchange Offer
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on retailer J. Crew Corp. to 'CC' from 'B-' and the
rating on the subordinated notes to 'CC' from 'CCC'. The revised
ratings were concurrently placed on CreditWatch with negative
implications.

New York, New York-based J. Crew has $292 million of funded debt
outstanding as of Feb. 1, 2003.

The rating actions follow the announcement of an exchange offer
for the outstanding 13-1/8% senior discount debentures due 2008
issued by the company for the intermediate's unissued 16.0%
senior discount contingent principal notes due 2008. "Standard &
Poor's believes the offer is coercive; therefore, it is
tantamount to a default," said Standard & Poor's credit analyst
Diane Shand.

On completion of the tender offer, the corporate credit rating
on J. Crew will be lowered to 'SD' (selective default) from 'CC'
and the rating on the 13-1/8% senor discount debentures will be
lowered to 'D' from 'CC'. At the same time, Standard & Poor's
will affirm its 'CC' rating on the 10-3/8% senior subordinated
notes.


JP MORGAN: S&P Cuts Ratings on Class J & K to Low-B/Junk Levels
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on
classes J and K of J.P. Morgan Chase Commercial Mortgage
Securities Corp.'s commercial mortgage certificates series 2001-
FL1. Concurrently, ratings are raised on classes B, C, D, E,
F, and G from the same transaction. At the same time, the
ratings on classes A and H are affirmed.

The lowered ratings are the result of the weak performance of
four specially serviced assets totaling $41.5 million (13.4% of
the scheduled pool balance). Of particular concern is the
decline in net cash flow of the Doral Park Plaza, which is
listed as the third-largest mortgage in the transaction's top 10
mortgages.

The raised ratings and affirmations follow a 46% paydown of the
certificate balance. The rating action reflects the improved
overall operating performance and increased subordination levels
since issuance. Orix Capital Markets LLC, the master servicer,
supplied trailing 12-month financials for various periods in
2002 for 78% of the pool. Standard & Poor's reviewed this
information for trends in net cash flows to determine if any
rating action was necessary. The weighted average coverage for
the pool has increased to 2.14x (2002) from 1.65x at issuance.

The largest specially serviced asset is the Doral Park Plaza
Hotel, the third-largest loan in the pool. Located in New York
City, the 188-room hotel secures a $35 million mortgage. As of
February 2003, net cash flow declined to negative $216,084 from
$3.4 million at issuance. The decline in net cash flow reflects
the decline in occupancy levels to 48.6% (February 2003) from
66.5% at issuance. The current average daily rate per room was
reported at $140.60 (February 2003), down from $220, at
issuance. As reported by Smith Travel Research, the average New
York hotel has an ADR of $151.30 and an occupancy level of
73.9%. The Doral ADR is well below the average, having fallen
precipitously since issuance. The borrower extended the term of
its mortgage to April 2, 2005, and is required to make a $7
million paydown on the mortgage to $28.0 million and establish a
$3 million reserve for renovations by the end of July. The
borrower will also continue to maintain a $5 million letter of
credit as additional collateral for the entire term of the
mortgage. However, the borrower continues to seek re-financing
options.

The remaining specially serviced assets include three mortgages
totaling $13.5 million, which are secured by multifamily
properties located in Texas. One of the three, totaling $2.3
million, is 90 days delinquent, because it is past maturity, and
a foreclosure sale on the property is scheduled for May. All of
the remaining mortgages are specially serviced, due to each
borrower's inability to obtain financing following recently
expired or upcoming maturity dates. Lennar Partners Inc., the
special servicer, is working with each of the borrowers to
resolve the issues.

Orix reported a watchlist including 11 items totaling $129.5
million. Only one mortgage, totaling $1.8 million, is of
particular concern. The mortgage is secured by a multifamily
property located in Dallas, Texas. The borrower filed for
Chapter 11 on Feb. 18, 2003, and Orix plans to transfer the
mortgage to Lennar. The remaining mortgages appear on the
watchlist due to upcoming maturities.

As of March 2003, the pool consisted of 25 floating-rate loans
with an outstanding balance of $310.7 million, compared to 42
mortgages with an outstanding mortgage of $574.2 million at
issuance. All of the loans are interest-only with no principal
amortization. The pool has paid down by 46%, changing the pool
significantly. The new composition of the pool includes
multifamily (37.4%), office (28.8%), lodging (16.8%), retail
(6.3%), and an assortment of other properties (10.7%). The
geographic concentration includes Florida (23.7%), Texas
(16.2%), Illinois (14.4%), New York (12.6%), and California
(6.7%).

                      RATINGS LOWERED

    J.P. Morgan Chase Commercial Mortgage Securities Corp.
       Commercial Mortgage Securities Series 2001-FL1

                  Rating
      Class     To         From     Credit Support
      J         B-         B                10.29%
      K         CCC+       B-                8.69%

                      RATINGS RAISED

    J.P. Morgan Chase Commercial Mortgage Securities Corp.
       Commercial Mortgage Securities Series 2001-FL1

                  Rating
      Class     To         From     Credit Support
      B         AAA        AA               44.20%
      C         AA+        A                35.50%
      D         AA         A-               32.60%
      E         AA-        BBB+             28.98%
      F         BBB+       BBB              26.44%
      G         BBB        BBB-             23.00%

                    RATINGS AFFIRMED

    J.P. Morgan Chase Commercial Mortgage Securities Corp.
       Commercial Mortgage Securities Series 2001-FL1

      Class     Rating       Credit Support
      A         AAA                  54.40%
      H         BB                   14.13%


KAISER: New Debtors Want More Time to Evaluate Unexpired Leases
---------------------------------------------------------------
The New Kaiser Aluminum Debtors are parties under a number of
unexpired non-residential real property leases in connection
with the conduct of their businesses.  These leases relate to
administrative office space and rights to mine bauxite in, under
or upon, certain real properties from the Government of Jamaica.
After filing for Chapter 11 Petition early this year, the New
Debtors began an active review of the leases to determine how
the leases fit into their long-term strategic plans.  The New
Debtors have not yet completed this review.

By this motion, the New Debtors ask the Court for more time to
evaluate their leases.  The New Debtors propose that their
deadline to assume, assume and assign or reject each of the
leases be extended until the confirmation of a reorganization
plan.

The Court has previously set the deadline for the other Debtors
to make lease dispositions until the Confirmation Date.

The New Debtors explain that, since their Petition Date, they
have focused their efforts principally on completing a smooth
transition to operations in Chapter 11.  The New Debtors also
fulfilled various administrative and reporting obligations
arising in connection with the commencement of their cases.
Given the importance of the leases to their ongoing operations
and the number of issues that they had to consider and resolve
for each lease, the New Debtors believe that it would be
imprudent to make final assumption or rejection decisions
outside of the reorganization process.

Judge Fitzgerald will convene a hearing to consider the New
Debtors' request on April 28, 2003.  By application of
Del.Bankr.LR 9006-2, the deadline is automatically extended
through the conclusion of that hearing. (Kaiser Bankruptcy News,
Issue No. 25; Bankruptcy Creditors' Service, Inc., 609/392-0900)


KEY3MEDIA GROUP: All Proofs of Claim Due Tomorrow
-------------------------------------------------
By Order of the U.S. Bankruptcy Court for the District of
Delaware, tomorrow is the last day for creditors (other than
governmental units) of Key3Media Group, Inc., and its debtor-
affiliates, to file their proofs of claim against the Debtors or
be forever barred from asserting their claims.

Original proofs of claim must be received before 4:00 p.m.
(Eastern Time) tomorrow and delivered to:

      Key3Media Group, Inc., et al.
      c/o AlixPartners, LLC
      2100 McKinney Avenue
      Suite 800
      Dallas, Texas 75201

Key3Media Group, Inc.'s business consists of the production,
management and promotion of a portfolio of trade shows,
conferences and other events for the information technology
industry.  The Company filed for chapter 11 protection on
February 3, 2003 (Bankr. Del. Case No. 03-10323).  John Henry
Knight, Esq., and Rebecca Lee Scalio, Esq., at Richards, Layton
& Finger, P.A., represent the Debtors in their restructuring
efforts.  When the Debtors filed for protection from its
creditors, it listed $241,202,000 in total assets and
$441,033,000 in total debts.


KMART CORP: Creditors Accept Proposed Joint Reorganization Plan
---------------------------------------------------------------
Kmart Corporation (Pink Sheets: KMRTQ) announced that, in
accordance with its previously announced timetable, the
Confirmation Hearing to seek approval of its Plan of
Reorganization commenced Monday, April 14, 2003, at 10:00 a.m.
in the U.S. Bankruptcy Court for the Northern District of
Illinois, before the Honorable Judge Susan Pierson Sonderby.

In preparation for the Confirmation Hearing, after the close of
business on Friday, April 11, 2003 the Company filed with the
Court certain information supporting its Plan, including a
summary of the voting results.

Kmart reports that approximately 11,600 creditors holding total
claims of over $5,500,000,000 cast ballots accepting its First
Amended Plan of Reorganization, putting the company just inches
away from emerging from bankruptcy.  With respect to Kmart
Corporation -- by far the largest of the 38 Debtors in these
proceedings -- all classes voted to accept the Plan:

   * 100% of the Class 3 Prepetition Lenders who voted accepted
     the Plan;

   * over 97% in face amount of the voting Class 4 Prepetition
     Notes were voted in favor of the Plan;

   * over 76.90% in face amount of voting Class 5 Trade
     Vendor/Lease Rejection Claims accepted the Plan;

   * approximately 80.40% in face amount of all voting Class 6
     Other Unsecured Claims accepted the Plan;

   * about 85% in face amount of the Class 7 General Unsecured
     Convenience Claims accepted the Plan; and

   * 80% in face amount of all voting Trust Preferred Securities
     accepted the Plan.

On a consolidated basis, all impaired classes voted in favor of
the Plan. On a deconsolidated basis, all impaired classes of
Kmart Corporation, the parent company, voted in favor of the
Plan. However, certain impaired classes for some of the
Company's subsidiaries voted to reject the Plan. Although no
assurances can be made, the Company does not believe that these
votes against the Plan are material.

Kmart appeared before Judge Sonderby in Chicago Monday, today,
and perhaps tomorrow to put evidence before the bankruptcy court
to demonstrate that its Plan complies with each of the 13
standards for confirmation of a Chapter 11 Plan laid out in
Section 1129 of the Bankruptcy Code:

     (1) the Plan complies with the Bankruptcy Code;
     (2) the Debtors have complied with the Bankruptcy Code;
     (3) the Plan was proposed in good faith;
     (4) all plan-related cost and expense payments are
         reasonable;
     (5) the Plan identifies the individuals who will serve as
         officers and directors post-emergence;
     (6) all regulatory approvals that are necessary have been
         obtained or are respected;
     (7) creditors receive more under the plan than they would
         in a chapter 7 liquidation;
     (8) all impaired creditors have voted to accept the Plan,
         or, if they voted to reject, then the plan complies
         with the absolute priority rule;
     (9) the Plan provides for full payment of Priority Claims;
    (10) at least one non-insider impaired class voted to accept
         the Plan;
    (11) the Plan is feasible and confirmation is unlikely to be
         followed by a liquidation or need for further financial
         reorganization;
    (12) all amounts owed to the Clerk and the U.S. Trustee will
         be paid; and
    (13) the Plan provides for the continuation of all retiree
         benefits in compliance with 11 U.S.C. Sec. 1114.

According to John Wm. Butler, Jr., Esq., at Skadden, Arps,
Slate, Meagher & Flom, a total of 175 objections to the Plan
were filed by parties-in-interest other than Kmart shareholders,
whose equity will be cancelled under the Plan.  While this is a
significant number of objections, Mr. Butler relates that a
total of approximately 660,000 notices were sent to parties-in-
interest regarding the confirmation hearing on the Plan.  Thus,
only a very small fraction of interested parties filed
objections.  Moreover, none of the filed objections challenges
the reasonableness of the business restructuring plan or its
feasibility; none of them questions the basic structure or
reasonableness of the global settlements contemplated by the
Plan; and none of them adduces any credible evidence to question
that the Plan clearly will afford creditors more than they would
receive in a Chapter 7 liquidation.

In fact, Mr. Butler says only a very small number of objections
raise any traditional, plan confirmation issues, including:

   -- whether particular creditors should be in certain classes;

   -- whether the treatment of certain creditors is fair; and

   -- whether the release and jurisdiction provisions of the
      Plan are too broad.

The majority of confirmation-related objections were filed by
groups of claimants advancing parochial objections relating only
to their individual claims.  Over 70 objections were filed by
landlords, the overwhelming majority of them raising issues
concerning the procedures for adjudicating disputed cure claims
with respect to assumed leases.  Only the landlords raised these
objections -- no party to any of the several thousand other
executory contracts that the Debtors propose to assume under the
Plan objected to these procedures.

Other landlords also object to the Debtors' plan to dispose of
their 2003 closing store leases.  Despite the fact that these
landlords have known for weeks that the Debtors intended to
dispose of these assets, Mr. Butler notes that the landlords
filed the same series of objections that they filed to the
Debtors' disposition of the 2002 closing store leases.  Several
other landlords filed objections to assumption or rejection of
individual leases.

Particularized groups wanting to ensure that their own
individual claims are protected also filed special interest
objections.  These include:

   (1) a number of taxing authorities questioning the rate of
       interest proposed to be paid under the Plan -- Kmart
       intends to raise the rate considerably in settlement of
       these objections;

   (2) certain sureties and an insurance company interested in
       preserving their rights under certain bonds and insurance
       policies;

   (3) certain vendors who have objected to new proposed
       standard purchasing terms and conditions -- Mr. Butler
       states that none of those vendors will be bound by such
       terms unless they explicitly agree; and

   (4) two prepetition consignment vendors who are taking
       another run at the Court's interim consignment order.

Mr. Butler maintains that none of the objections defeat
confirmation of the Plan.  Despite the volume of paper filed in
connection with the confirmation hearing, Mr. Butler makes it
clear that Kmart's restructuring and reorganization plan remain
fundamentally unchallenged and, indeed, overwhelmingly supported
by the largest groups of creditors with the most significant
dollars at stake.

"The great majority of the Plan objections raise collateral
matters that have little or nothing to do with confirmation, and
therefore should be not impede Kmart's emergence from Chapter
11," Mr. Butler says.

Additional information regarding Kmart's Plan and confirmation
hearing can be found at http://www.ilnb.uscourts.gov

Kmart Corporation is a mass merchandising company that serves
America through its Kmart and Kmart SuperCenter retail outlets.
The Company's common stock is currently quoted on the Pink
Sheets Electronic Quotation Service -- http://www.pinksheets.com
-- under the symbol KMRTQ.

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.


KMART CORP: Gets Go-Signal to Sell Sheffield Property for $7.3MM
----------------------------------------------------------------
Bankruptcy Court Judge Sonderby authorizes Kmart Corporation and
its debtor-affiliates to sell their interest in the Sheffield
Property to HTC Global, subject to the terms of the parties'
Purchase Agreement, free and clear of all liens, claims,
encumbrances and interests.

Since the Sheffield Property serves as collateral for the
certain bond issue for which The Bank of New York acts as
indenture trustee, Judge Sonderby also directs the Debtors, upon
the consummation of certain transactions contemplated by the
Purchase Agreement, to present the original certificate
evidencing the issuance of $8,843,000 Kmart Mortgage Pass-
Through Certificates Kmart Facility (Troy, Michigan) Series 1992
and $8,555,278 8.791612% Collateralized Promissory Notes due
June 1, 2013 -- Bond Issue -- or customary certificates of lost
security and indemnity reasonably acceptable to The Bank of New
York.  After that, The Bank of New York will release its
interest and pay the proceeds of the sale to the Debtors, after
deducting its reasonable trustee's fees and expenses, which
total $55,000.  The outstanding bonds will be deemed retired and
paid and The Bank of New York will have no further duties in
connection with the Bond Issue.

Pursuant to a Trust Agreement dated December 1, 1992, The Bank
of New York's fees and expenses, including those of its counsel,
are secured by a first lien against the proceeds of the sale of
the Property.  The Debtors hold 100% of the outstanding bonds
for the Bond Issue. (Kmart Bankruptcy News, Issue No. 52;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


LAIDLAW INC: Feb. 28 Balance Sheet Insolvency Tops $1.3 Billion
---------------------------------------------------------------
Laidlaw Inc., released its operating results for the quarter and
the six months ended February 28, 2003. Because the Company
plans to emerge from bankruptcy protection as a Delaware
corporation, all results are now being reported in accordance
with U.S. GAAP.

Revenue for the quarter was $1,120.7 million compared to
$1,105.6 million in the same period last year. For the six
months, revenue totaled $2,282.9 million, slightly ahead of the
$2,267.4 million achieved in 2002. Net income for the quarter of
$16.2 million was well ahead of the prior year's $7.3 million,
primarily due to reduced amortization expense. This follows from
the Company adopting the new accounting guidelines in regard to
goodwill. Net cash provided by operating activities was $72.2
million for the quarter compared to $126.9 million in the same
period last year. For the six months net cash provided by
operating activities was $64.1 million compared to $110.3
million last year.

In measuring its performance, the Company regards earnings
before interest, income taxes, depreciation, amortization, other
income (loss), other financing related expenses and cumulative
effect of change in accounting principles ("EBITDA") as useful
information regarding the Company's ability to service or incur
debt. For the current quarter, EBITDA was $109.8 million, 12%
below the $124.7 million achieved in the same period last year.
For the six months, EBITDA was $241.9 million compared to $274.9
million in 2002. In both periods, the reduction is primarily
attributable to higher reserves for accident claim costs in the
current year and an erosion of yield at Greyhound travel
services, which continues to be affected by the overall travel
market.

At February 28, 2003, Laidlaw Inc.'s balance sheet shows a total
shareholders' equity deficit of about $1.3 billion.

                    Review of Operations

The quarter was a challenging one for the company. Severe
weather on the east coast and an ice storm in Texas impacted
both the contract bus and Greyhound operations. In addition the
travel market continues to be sluggish with pressure on yields
and passenger counts.

Despite these conditions, both the contract bus services and
healthcare operations achieved planned revenue levels, with
EBITDA falling short of last year due to the Company's increased
accident claim reserves. The Company believes that the reserves
for prior year's claims are now adequate and will have a lesser
impact on earnings in the second half of the year. Contract bus
services continues to selectively improve its operations,
allowing low margin contracts to expire while aggressively
focusing on growing new business, emphasizing the Company's
industry-leading safety and performance record.

At the healthcare companies, new procedures are in effect that
are designed to maximize efficiencies in billing accuracy and
compliance through detailed pre-billing procedures and to
aggressively pursue collection of receivables. In addition, an
increased focus on the customization of the Company's services
has resulted in the successful negotiation of a number of new
contracts. These contracts will contribute to revenue in the
second half of the year.

Greyhound fared less well in the quarter, as EBITDA was well
below last year. The weak travel market, general economic
weakness, fuel price increases and increased discounting by
airlines all played a part in this result. Greyhound has
responded in the passenger business with selected price
increases and an alignment of miles with demand. In addition, in
the travel services business they have curtailed growth plans.

                    Restructuring Progress

The Company currently contemplates exiting from bankruptcy
protection in the current fiscal quarter ending May 31. A key
component of this process is the completion of the exit
financing, which will provide the basis for the distribution to
the Company's creditor groups as well as providing ongoing
liquidity.

"We look forward to emerging from bankruptcy," said Kevin
Benson, President and CEO of Laidlaw. "Our advisors tell us that
notwithstanding the war and economic uncertainty, capital
markets remain receptive to new financing transactions. While we
are excited about the potential of Laidlaw, we understand that
it is a complicated company, essentially a collection of five
separate businesses. As a consequence, our new lenders are
likely to take more time than we originally anticipated to
ensure they understand our excitement and to get comfortable
that the issues that led to the bankruptcy have been properly
addressed. We remain confident that we are making progress and
expect to exit from bankruptcy by the end of May."


LOUDEYE CORP: External Auditors Express Going Concern Doubt
-----------------------------------------------------------
Loudeye Corp. (Nasdaq: LOUD), a global leader in digital media
services and Webcasting technologies, announced results for the
fourth quarter and year ended December 31, 2002.

                    Financial Results

Loudeye's fourth quarter 2002 revenues were $2.6 million, a
decrease of approximately 22% compared to the $3.3 million
reported in the prior year quarter. The company reported a net
loss in accordance with generally accepted accounting principles
(GAAP) of $11.2 million or $0.25 per share in the fourth quarter
2002, compared with a GAAP net loss of $27.2 million or $0.65
per share in the year-earlier quarter. On a pro forma basis,
excluding charges related to the amortization of intangibles,
stock-based compensation and special charges, the net loss was
$5.3 million in the fourth quarter 2002, compared with a loss of
$8.0 million in the year-earlier quarter.

For the year ended December 31, 2002, Loudeye's revenues were
$12.7 million, an increase of approximately 22% over the $10.4
million in the prior year period. On a GAAP basis, in 2002 the
company recorded a net loss of $31.2 million compared with a
loss of $76.4 million in 2001. The company's 2002 pro forma net
loss was $22.3 million, compared with a pro forma loss of $30.6
million in the year-earlier period.

Loudeye recognized special charges of $5.0 million in the fourth
quarter as a result of the impairment of intangible and long-
lived assets related to its Webcasting and digital media
services operations in accordance with SFAS No.144, Accounting
for the Impairment or Disposal of Long-Lived Assets, and the
increase in reserves for future lease obligation expenses
associated with vacated facilities. For the full year, special
charges related to impairments, restructuring and cost-savings
initiatives totaled $6.8 million.

The company reported $13.4 million in cash, short-term
investments and restricted investments as of December 31, 2002.
The company reported total assets of $29.5 million, total
liabilities of $9.2 million and shareholders' equity of $20.4
million as of December 31, 2002. During the fourth quarter, the
company repurchased 270,000 shares of its common stock in open
market transactions pursuant to the company's stock repurchase
program. The company has suspended this repurchase program
indefinitely.

The report of the company's independent auditors issued in
connection with the company's audited financial statements for
the year ended December 31, 2002 contains a statement expressing
substantial doubt regarding the company's ability to continue as
a going concern. While the company took a number of steps in
2002 to reduce its operating expenditures and conserve cash, the
company has suffered recurring losses and negative cash flows,
and has an accumulated deficit. The company is currently
pursuing efforts to increase revenue, reduce expenses and
conserve cash in the near future, however can provide no
assurances that these efforts will be successful.

"Our customers faced tight budgets last year, which adversely
affected parts of our business in the fourth quarter," said Jeff
Cavins, Loudeye's president and chief executive officer.
"However, tight budgets also present an opportunity for us to
show our customers the value proposition provided by our digital
media solutions and the cost saving benefits of webcasting and
web conferencing. We are focused on execution in the first
quarter and have taken actions to make progress towards
profitability."

On March 14, 2003 the company announced its intention to
restructure to cut costs and to focus its efforts where it
anticipates customer growth and higher gross margins. As part of
these corporate initiatives, the company announced a reduction
in staff affecting approximately 35% of its workforce. These
actions are expected to enable Loudeye to further leverage the
profitable portions of its business by focusing on key and
strategic customers.

"We believe the market for digital media services among major
record labels, film studios and online retailers will continue
to show signs of opportunity as more content is sold, marketed
and distributed online," continued Cavins. "With the industry's
largest digital music archive and several inroads into customers
in this space, we believe we are favorably positioned to
leverage this aspect to our business."

Loudeye is a leading provider of digital media and Webcasting
services for the enterprise and entertainment markets. Loudeye's
technical infrastructure and proprietary applications deliver
solutions for enterprise Webcasting, online music distribution
and samples, online radio, and media restoration. For more
information, visit http://www.loudeye.com


MED DIVERSIFIED: Court Fixes April 21, 2003 Claims Bar Date
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of New York
directs all creditors of Med Diversified, Inc., and its debtor-
affiliates to file their proofs of claim against the Debtors on
or before April 21, 2003, or be forever barred from asserting
their claims.

Proofs of claim must be received by the Court's agent, Donlin
Recano & Company, Inc., before 4:00 p.m. Eastern Time, on
April 21. If sent by standard mail, proofs must be addressed to:

      Donlin Recano & Company, Inc.
      As Agent for USBC -- EDNY
      Re: Med Diversified, Inc., et al.
      PO Box 2056
      Murray Hill Station
      New York, NY 10156

if via hand delivery or overnight courier, to:

      Donlin Recano & Company, Inc.
      As Agent for USBC -- EDNY
      Re: Med Diversified, Inc., et al.
      419 Park Avenue South
      Suite 1206
      New York, NY 10016

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

      a. Claims already properly filed;

      b. Claims allowed by the Bankruptcy Court;

      c. Claims arising from the rejection of unexpired leases
         and executory contracts;

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

      e. Claims held by any of the Debtor against another
         Debtor.

Med Diversified, Inc. operates companies in various segments
within the health care industry, including pharmacy, home
infusion, multi- media, management, clinical respiratory
services, home medical equipment, home health services and other
functions.  The Company filed for chapter 11 protection on
November 27, 2002 (Bankr. E.D. N.Y. Case No. 02-88564).  Toni
Marie McPhillips, Esq., at Duane Morris LLP represents the
Debtors in their restructuring efforts.  When the Company filed
for protection from its creditors, it listed $196,323,000 in
total assets and $143,005,000 in total debts.


MERRIMAC INDUSTRIES: Delays Filing of Fin'l Report on Form 10KSB
----------------------------------------------------------------
Merrimac Industries, Inc. (Amex: MRM), a leader in the design
and manufacture of RF Microwave components, has delayed the
filing of its Form 10-KSB until Merrimac can finalize
negotiations with its lender.  Merrimac expects to file its Form
10-KSB as soon as practicable in the near term.

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 W.Y. Campbell as Investment Bankers
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware gave
Midland Steel Products Holdings Company, and its debtor-
affiliates permission to hire W.Y. Campbell & Company as their
Investment Bankers.

W.Y. Campbell is expected to assist in:

     a) identification and demonstration of the Debtors'
        proprietary attributes;

     b) identification and solicitation of appropriate
        transaction partners;

     c) preparation and distribution of confidentiality
        agreements and appropriate descriptive selling materials
        (to include offering memorandums, management
        presentations, and other documentation as may be
        required or appropriate);

     d) initiation of discussions and negotiations with
        prospective transaction partners;

     e) structuring of the sale transaction; and

     f) providing various details necessary to complete a
        successful transaction.

The Debtors will pay Campbell a:

     i) nonrefundable retainer of $50,000 upon the execution of
        the Agreement;

    ii) transaction fee of $400,000, plus 1 % of the total
        consideration received by the Debtors from the sale if
        such consideration is between $20 million and $25
        million or plus 3% if the total consideration from the
        sale exceeds $25 million; and

   iii) reimbursement for up to $10,000 of "out-of-pocket"
        expenses incurred by Campbell.

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. 03-10316).  Laura Davis Jones, Esq., Rachel Lowy
Werkheiser, Esq., Paula A. Galbraith, Esq., at Pachulski Stang
Ziehl Young Jones & Weintraub and Shawn M. Riley, Esq., Susanne
E. Dickerson, Esq., at McDonald, Hopkins, Burke & Haber Co., LPA
represent the Debtors in their restructuring efforts.


NAT'L STEEL: USWA Says AK Offer May Result in Asset Liquidation
---------------------------------------------------------------
An "illusory" offer by AK Steel (NYSE:AKS) to purchase the
assets of bankrupt National Steel Corp. (OTCBB:NSTLB.OB) would
leave National Steel in "a state of collapse" and could result
in liquidation of the company's steel making assets, according
to an objection filed in federal Bankruptcy Court by the United
Steelworkers of America (USWA).

The USWA's objection, filed today in the U.S. Bankruptcy Court
for the Northern District of Illinois in Chicago, said that, in
contrast to AK's bid, a competing bid by United States Steel
Corp. (NYSE:X) "is without contingency ... will insure the
preservation of (National Steel's) enterprise and an economic
return to creditor constituencies."

U.S. Steel "has reached a new collective bargaining agreement
with the USWA and received anti-trust clearance from the United
States Department of Justice," the union's document pointed out.
"AK Steel, in contrast, never demonstrated any real intention to
reach an agreement with the USWA, and is now conditioning a
'bid' on a requirement that" National receive Bankruptcy Court
approval to reject the union's collective bargaining agreements
and retiree benefits.

On Friday afternoon, the members of the USWA/National Steel
Negotiating Committee unanimously resolved that, "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."

Yesterday, the union's policy-making International Executive
Board unanimously approved that action and "commits to support
the employees and retirees of National Steel with the full
resources of our union."

The union's complete objection is posted on the Web site:
http://www.uswa.org


NAT'L STEEL: USWA Executive Board Backs Potential Strike Action
---------------------------------------------------------------
Acting in special session Sunday afternoon, the United
Steelworkers of America's policy-making International Executive
Board voted unanimously to back a potential work stoppage at
National Steel (OTCBB:NSTLB) "with the full resources of our
union," the USWA announced.

"If National Steel's executives request and receive Bankruptcy
Court approval to reject our labor agreements, our union and its
members will immediately exercise our legal rights to withhold
our labor at every one of National Steel's operations," declared
USWA President Leo W. Gerard, "and we will support steelworkers
and retirees at National Steel with the full resources of our
union."

On Friday afternoon, the members of the USWA/National Steel
Negotiating Committee unanimously resolved that, "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.

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

In its resolution, the committee condemned 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 union began 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," according to Gerard.


NTELOS INC: December 31 Net Capital Deficit Stands at $343 Mill.
----------------------------------------------------------------
NTELOS (OTC Bulletin Board: NTLOQ) reported consolidated
operating revenues for the year 2002 of $262.7 million compared
to $215.1 million reported for the year 2001, an increase of
22%. For 2002, consolidated operating loss and net loss
applicable to common shares was $424.6 million and $509.4
million, respectively, after a fourth-quarter asset impairment
charge of $402.9 million.

Consolidated EBITDA (operating income (loss) before depreciation
and amortization and asset impairment charges) was $61.2 million
for 2002, compared to $20.5 million reported for the year 2001.
This amount exceeds the Company's guidance range for 2002 of $52
million to $58 million, reflecting the substantial growth in
operating revenues and the Company's focus on cost control
measures throughout the year. Annual consolidated operating
expenses for 2002, before depreciation and amortization and
asset impairment charges, increased less than 4% over 2001.

For the fourth quarter 2002, consolidated operating revenues
were $69.7 million and consolidated operating loss was $399.8
million. Before the asset impairment charges, fourth quarter
2002 had consolidated operating income of $3.1 million compared
to a consolidated operating loss of $18.6 million in fourth
quarter 2001. Consolidated EBITDA was $20.9 million for the
fourth quarter 2002, an amount exceeding annual consolidated
EBITDA for 2001.

As described in a prior press release, an anticipated asset
impairment charge was recognized in fourth quarter 2002,
pursuant to SFAS 142 and 144, relating to the value of the
Company's long-lived assets, including radio spectrum licenses
and other intangible assets, property, plant and equipment and
goodwill, to reflect revisions to its future expected cash flows
and depressed industry valuations of telecommunications assets.
The fourth quarter 2002 asset impairment charge was $402.9
million.

Also in previous press releases and filings with the Securities
and Exchange Commission (SEC), the Company announced that to
complete development and implementation of a restructuring plan,
NTELOS and certain of its subsidiaries voluntarily filed
petitions for reorganization under Chapter 11 of the U.S.
Bankruptcy Code in the U.S. Bankruptcy Court for the Eastern
District of Virginia on March 4, 2003.

The Company previously reported selected customer results for
fourth quarter where wireless PCS customer growth, with net
additions of 15,446, was the strongest of 2002, resulting in
266,467 wireless PCS customers at year- end. NTELOS' EBITDA from
wireless PCS operations increased for the fourth quarter to a
record $7.1 million, bringing the total for 2002 to $14.8
million, ahead of Company guidance of $11 million to $14
million. This amount compares to a loss of $20.7 million for
2001, marking a one-year improvement of $35.5 million.

Quarterly and annual records were also achieved in NTELOS'
wireline segments, with EBITDA of $15.8 million for fourth
quarter 2002 and $50.3 million for the year 2002, exceeding
Company guidance for 2002 wireline EBITDA of $39.5 million to
$42.0 million.

NTELOS Inc.'s December 31, 2002 balance sheet shows a total
shareholders' equity deficit of about $343 million.

"Continued customer growth and record levels of EBITDA achieved
by our wireless and wireline segments demonstrate continued
improvements in the Company's operations," said James S.
Quarforth, chief executive officer. Quarforth continued, "We
believe that this progress, combined with plans for our
financial restructuring, will provide the Company with increased
financial flexibility, an improved liquidity position and a
strengthened capital structure. We are providing service to
customers in the normal course of business and emphasize that
our continuing focus on service will not be impacted by our
restructuring."

Operating Revenues for the fourth quarter of 2002 were $69.7
million, compared to $56.9 million for fourth quarter 2001, an
increase of 22%. Wireless operating revenues for fourth quarter
2002 were $41.8 million compared to $31.2 million in fourth
quarter 2001, an increase of 34%. Strong customer growth in the
third and fourth quarters combined with continued growth in
wholesale and roaming revenues were the primary factors in these
improvements. Wireline operating revenues for fourth quarter
2002 were $26.2 million, an increase of 13% over the $23.2
million reported for fourth quarter 2001. Stable revenues for
the ILEC, Network and Internet segments were complemented by a
22% sequential quarterly growth in CLEC revenues.

EBITDA for the fourth quarter of 2002 was $20.9 million,
compared to $4.3 million for fourth quarter 2001. Wireless
EBITDA for fourth quarter 2002 was $7.1 million compared to a
loss of $7.0 million for fourth quarter 2001. While wireless
revenues grew 2% from third to fourth quarter 2002, wireless
operating expenses decreased by 6% over this period, reflecting
continued cost reduction initiatives. Wireline EBITDA for fourth
quarter 2002 was $15.8 million, a 45% increase over $10.9
million for fourth quarter 2001. Every wireline segment
demonstrated sequential quarterly growth in EBITDA from the
previous quarter, with increases of 11% for ILEC, 59% for CLEC,
9% for Network and 28% for Internet.

Business Segment Highlights

Wireless

-- PCS: The Company previously reported customer results for
fourth quarter 2002, with PCS net customer additions of 15,446,
the most of any quarter for the year. Gross additions of higher-
value, under-contract, post pay-like (post pay and nAdvance)
subscribers represented 94% of total gross additions.
Post-pay and nAdvance net additions for the quarter totaled
17,248 and these subscribers represented 94% of the total
266,467 wireless PCS customers at quarter and year-end. Rate
plan distribution remained essentially unchanged with 71% of
post pay subscribers on nNetwork, 20% on nTown, 9% on nRegion
and less than 1% on nNation plans. Monthly post-pay subscriber
churn improved 24 basis points from the previous quarter to
2.83%. Average monthly revenue per subscriber (ARPU, without
outcollect roaming) for post-pay subscribers was $47 for fourth
quarter 2002. ARPU for nAdvance customers was $45 for the
quarter, also its average for the year 2002. Overall ARPU was
$44 for the fourth quarter with an average of $45 for the year.
Wireless PCS sales generated through the Company's direct sales
channels for fourth quarter 2002 were 69%, resulting in 31% of
gross additions achieved through the indirect agent channel.
Costs of acquisition per gross addition (CPGA) decreased to $290
for fourth quarter, the lowest for any quarter in 2002,
reflecting reduced indirect channel selling costs and lower
handset subsidies. CPGA for the year 2002 averaged $302 compared
to $344 for 2001.

Wireline

-- Telephone (ILEC): Access lines at the end of the quarter were
52,014. ILEC operating revenues for the fourth quarter of 2002
were $12.8 million, compared to $11.3 million in fourth quarter
2001. EBITDA for the fourth quarter of 2002 was $9.6 million,
compared to $7.4 million in fourth quarter 2001. ILEC revenues
from the third to fourth quarter were impacted favorably as bad
debt reserves for WorldCom, Inc. were lowered. ILEC access
minutes of use for fourth quarter were 67.9 million, a 3%
increase over fourth quarter 2001.

-- Competitive Local Exchange (CLEC): Business access lines
ended the year 2002 at 43,815, representing increases of 30%
over fourth quarter 2001 and 5% over the previous quarter.
Operating revenues for fourth quarter 2002 were $6.8 million,
compared to $4.9 million in fourth quarter 2001, reflecting
approximately $0.5 million of favorable reserve adjustments and
access revenue increases associated with the beginning of the
collegiate academic year. Revenues recorded from reciprocal
compensation were $0.6 million for fourth quarter 2002, compared
to $0.7 million and $0.6 million in fourth quarter 2001 and
third quarter 2002, respectively. CLEC access revenues were
negatively impacted by FCC mandated reciprocal compensation rate
reductions, which occurred in mid and late 2002. At current run-
rates, however, management estimates that future exposure is
minimal. Total revenues from reciprocal compensation for 2002
were $2.4 million compared to $3.7 million in 2001. CLEC EBITDA
for fourth quarter 2002 was $2.7 million, compared to $0.6
million in fourth quarter 2001. EBITDA margin for fourth quarter
2002 was 39%.

-- Network: Operating revenues for fourth quarter 2002 were $2.1
million, compared to $2.4 million in fourth quarter 2001. EBITDA
for the fourth quarter 2002 was $1.8 million, compared to $2.2
million in fourth quarter 2001. Carriers-carrier rate reductions
continued to flatten this segment's revenue, but EBITDA margins
remained high at 81% for the year 2002.

-- Internet/DSL: Operating revenues for fourth quarter 2002 were
$4.6 million, compared to $4.6 million in fourth quarter 2001.
EBITDA for fourth quarter 2002 was $1.7 million, compared to
$0.7 million in fourth quarter 2001. As part of the Company's
previously announced cost control initiatives, operations were
ceased in certain dial-up Internet markets and rates were
increased in others, both of which has resulted in some loss of
dial-up customers. While Internet segment revenues for the
quarter were flat due to this loss, growth in DSL and the impact
of the cost control initiatives allowed EBITDA for this segment
to set a new high, with a margin of 38%. Total DSL subscribers
at year-end were 5,534, a 38% increase over year-end 2001. In
fourth quarter 2002, the Company recorded a dial-up customer
adjustment (reduction) of approximately 5,000 related to the
consolidation of the billing systems from acquired Internet
companies. This adjustment had no financial impact. Dial-up
Internet ended the quarter with 61,486 customers.

                      Asset Impairments

The general slowdown of the entire telecommunications industry
and increased competition experienced in the wireless PCS
industry has resulted in a decrease of several industry
analysts' projections, including subscriber growth, average
revenue per unit (ARPU), and subscriber churn improvement. This
decrease in industry-wide projections, combined with an economic
environment not conducive to strategic transactions, such as
mergers and acquisitions, has resulted in dramatic decreases in
the value of wireless PCS and other telecommunications assets.

In response to these changed industry conditions, NTELOS
performed a comprehensive evaluation of the Company's long-term
business plan and made several modifications including a
reduction in subscriber growth, a decrease in ARPU, a slower
improvement in subscriber churn, and less growth in wholesale
revenues.

Pursuant to SFAS 142 and 144 and based on a revised cash flow
forecast, the Company, together with an independent appraisal
firm, has performed an assessment of the value of its long lived
assets including property, plant and equipment, goodwill, radio
spectrum licenses and other intangible assets for the year ended
December 31, 2002. Based on this assessment, the Company
recognized asset impairment charges relating to the value of
these assets of $402.9 million. The majority of this impairment,
$367.0 million, is attributable to the reduction in values of
PCS radio spectrum licenses, write- off of goodwill and other
intangibles and an impairment of certain wireless network
equipment. In addition, the Company recognized a $20.9 million
write- down of goodwill related to its Network segment and a
$15.0 million reduction in the values of wireless cable
licenses, goodwill and network equipment.

                     Capital Restructuring

As previously reported, on March 4, 2003, the Company filed a
voluntary petition for relief under Chapter 11 of the Bankruptcy
Code in the United States Bankruptcy Court for the Eastern
District of Virginia, Richmond Division. The bankruptcy case was
commenced in order to consummate a financial restructuring of
the Company.

In order to meet ongoing obligations during the reorganization
process, the Company entered into a $35 million debtor-in-
possession financing facility (the "DIP Financing Facility"),
subject to court approval. On March 5, 2003, the court granted
access to up to $10 million of the DIP Financing Facility, with
access to the full $35 million subject to final court approval,
certain state regulatory approvals and the banks' receiving
satisfactory assurances regarding the senior noteholders'
proposed $75 million investment in the Company upon emergence
from bankruptcy. On March 24, 2003, the court entered a final
order authorizing the Company to access up to $35 million under
the DIP Financing Facility and, as of April 11, 2003, the
Company satisfied all other conditions to full access to the DIP
Financing Facility.

The Company anticipates that the plan of reorganization will be
funded by two sources of capital: (i) an equity investment made
by certain holders of senior notes of an aggregate of $75
million in exchange for new 9% convertible notes and (ii) a
credit facility which permits the Company to continue to have
access to its current $225 million of outstanding term loans
with a $36 million revolver commitment. This Exit Financing
Facility also provides that the term loans and any new
borrowings under the revolver will be at current rates and
existing maturities.

On April 10, 2003, the Company entered into a Plan Support
Agreement with a majority of the lenders under its senior credit
facility. The Plan Support Agreement provides that the lenders
will agree to support a "Conforming Plan," which must include
the following: (i) financing upon emergence from bankruptcy on
agreed terms, (ii) cancellation of, or conversion into equity of
the reorganized company upon emergence from bankruptcy of,
substantially all of the Company's outstanding debt and equity
securities, (iii) outstanding indebtedness on the effective date
of the Plan consisting of only certain hedge agreements, Exit
Financing Facility, New Notes, existing government loans and
certain capital leases, (iv) consummation of the sale of New
Notes on the effective date of the Plan and (v) repayment of the
DIP Financing Facility and the $36 million outstanding under the
revolver.

On April 10, 2003, the Company also entered into a Subscription
Agreement with certain holders of senior notes for the sale of
$75 million aggregate principal amount of New Notes. The Plan
Support Agreement and Subscription Agreement are subject to,
among other things, confirmation of a Conforming Plan.

The Plan Support Agreement provides that a Conforming Plan and
accompanying disclosure statement must be filed with the court
prior to May 31, 2003 and that a disclosure statement,
reasonably acceptable to the lenders, must be approved by the
court no later than August 15, 2003. In addition, the Plan
Support Agreement obligates the Company to have filed a
Conforming Plan, solicited votes and conducted a confirmation
hearing prior to September 30, 2003.

For more information regarding the Plan Support Agreement and
Subscription Agreement, including conditions to the consummation
of such agreements, please refer to the Company's Form 8-K dated
April 10, 2003, which attaches copies of the agreements.

While a Plan has not been submitted, the Company anticipates
that the Plan will constitute a Conforming Plan, with the
conversion of existing debt securities into substantially all of
the common ownership of the reorganized Company. The Company
also anticipates that the holders of common and preferred stock
of the Company will be entitled to little or no recovery.
Accordingly, the Company anticipates that all, or substantially
all, of the value of all investments in the Company's common and
preferred stock will be lost.

Subsequent to the Chapter 11 filing, NASDAQ delisted NTELOS
common stock from the NASDAQ National Market as of March 13,
2003. The Company's stock is currently trading on the Over the
Counter Bulletin Board under the ticker symbol "NTLOQ." The
OTCBB is a regulated quotation service that displays real-time
quotes, last-sale prices and volume information in over- the-
counter equity securities and trades may be executed in usual
fashion. Continued listing on the OTCBB requires market-maker
sponsorship and there can be no assurance that the Company's
common stock will continue to be actively traded or that
liquidity for the Company's common stock will not be adversely
affected.

In light of the Chapter 11 filing, the NTELOS board of directors
decided to postpone the annual shareholders' meeting
historically held the second week of May. The board of directors
will designate the next annual meeting date at the appropriate
time. For more information about NTELOS' capital restructuring,
please refer to the Company's form 10-K for 2002, filed with the
Securities and Exchange Commission.

                      Guidance for 2003

For the year 2003, the Company estimates PCS customer growth of
25,000 to 30,000 net subscriber additions; capital expenditures
are projected to be between $58 million and $66 million; and
consolidated EBITDA is expected to be $80 million to $85
million, before capital restructuring charges. This consolidated
EBITDA (a non-GAAP measure) guidance range is based on 2003
estimates of $65 million to $75 million for depreciation and
amortization expense; $10 million to $15 million for capital
restructuring charges; and a range of an operating loss of $10
million to an operating income of $10 million. These estimates
are subject to change depending upon the terms of the final plan
of reorganization including the settlement terms for liabilities
and do not reflect adjustments that may occur in accordance with
the AICPA Statement of Position 90-07 ("Financial Reporting by
Entities in Reorganization Under the Bankruptcy Code"), which
the Company will adopt for its financial reporting in periods
ending after emergence from bankruptcy.

NTELOS Inc., (OTC Bulletin Board: NTLOQ) is an integrated
communications provider with headquarters in Waynesboro,
Virginia. NTELOS provides products and services to customers in
Virginia, West Virginia, Kentucky, Tennessee and North Carolina,
including wireless digital PCS, dial-up Internet access, high-
speed DSL (high-speed Internet access), and local and long
distance telephone services. Detailed information about NTELOS
is available online at http://www.ntelos.com


NVR INC: S&P Ups Ratings Due to Strong Debt Protection Measures
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on NVR Inc. to 'BB+' from 'BB'. At the same time, ratings
are raised on $115 million senior debt. The outlook is revised
to stable from positive.

The raised ratings are driven by NVR's very strong debt
protection and profitability measures and a solid market
position in key mid-Atlantic markets. These strengths are offset
by NVR's demonstrated appetite for share repurchases and a
unique business model that essentially pushes land investment
and model homes off balance sheet, requiring analytical
adjustments to derive comparatively meaningful financial ratios.

McLean, Virginia-based NVR operates two business segments:
homebuilding through Ryan Homes, NVHomes, and Fox Ridge Homes,
and financial services through NVR Mortgage Finance Inc. NVR
ranked as the eighth largest national homebuilder in terms of
homebuilding revenues ($3.06 billion) for 2002 with 11,368
settlements. During the prior year, the company's top-line
growth was driven by increases in both deliveries (9.6%) and
average selling price (9.2%), with the average selling price
increase benefiting from a change in mix away from generally
lower priced attached product and toward higher priced detached
product. NVR is the leading builder in its existing Washington,
D.C. and Baltimore, Md. markets, which accounted for 31% and 14%
of 2002 home settlements, respectively, a reduced concentration
from recent levels (35% and 17% in 2000). This improved
diversification has been driven primarily by growth within the
company's North market segment (Delaware, New Jersey, New York,
Ohio, and Pennsylvania), which experienced a 25% increase in
settlements during 2002. Geographic concentration is expected to
continue to decline modestly, driven by higher rates of growth
in the company's existing North and South (North Carolina, South
Carolina, Tennessee, and Richmond, Virginia) markets. NVR's
prudent inventory management helps to offset this concentration
risk and should also provide the company with some stability
during a housing slowdown.

NVR controls all of its land needs through contract land
deposits, enters into sale-leaseback arrangements on most of its
model homes, and holds minimal unsold inventory. This strategy
materially reduces the company's on-balance sheet assets and
provides for excellent efficiencies, as inventory turns averaged
greater than 5.0x over the previous three- and five-year
periods. The cost of this strategy is in the form of investments
in contract land deposits, which increased by 49% during 2002
and now total $231 million, or a relatively high 57% of tangible
book equity. However, this level of land deposits appears to be
well supported by the company's strong backlog, as it remains a
roughly two- to three-year supply based on the company's sales
objectives. In almost all cases, NVR's total liquidating damages
for non-performance are limited to the deposit, and NVR does not
finance its contract land deposits with financial
intermediaries.

Coverage measures are industry leading, with earnings before
interest and taxes to interest incurred at greater than 38x
overall currently and a very strong 31x and 23x average over the
prior three and five years. The company experienced above-
average gross margins of 23.7% and operating margins of 17.5%
for 2002, margins that are particularly strong considering they
do not include any land development profit.

Tangible book equity (net of $55 million excess reorganization
value and goodwill) reached $348 million in the quarter ended
Dec. 31, 2002. Recent gains in tangible book equity have been
moderated by the company's aggressive pursuit of share
repurchases for treasury ($362 million in 2002 and $224 million
in 2001). NVR has $138 million remaining on a $150 million share
repurchase authorization, and Standard & Poor's expects the
company to pursue any future share repurchases in a balance
sheet neutral manner, as it has historically done.

NVR's unique business model essentially limits on balance sheet
land and model home investments, requiring analytical
adjustments by Standard & Poor's to derive comparatively
meaningful financial ratios. Standard & Poor's analytically
consolidates estimated model home costs and an estimated $200
million quarterly contract land deposit takedown on balance
sheet to derive key financial ratios - inventory turns,
coverage, and leverage - for NVR. Based on these analytical
adjustments, NVR's inventory turns decline from over 5x to a
still very strong 4x. NVR's model homes are sold to and leased
from various entities, and the company has no obligation at the
end of the lease to repurchase or assist in the sale of the
model home. NVR accounts for the sale-leaseback of its model
homes as operating lease transactions, not financings. However,
when Standard & Poor's analytically considers NVR's lease
payments on model homes as an interest expense, EBIT coverage
declines from 39x to 22x for 2002. Additionally, when an imputed
conservative 10% to 15% carrying cost is applied to Standard &
Poor's estimated $200 million quarterly contract land deposit
takedown, and also included as an interest expense, coverages
decline further but still remain strong at roughly 10x to 12x.
Book leverage of 23% is very modest for the rating, and leverage
levels rise to a still modest 31% if adjusted to consider future
model home lease payments as a long-term financial obligation.
Additionally, leverage rises to roughly 48% when Standard &
Poor's assumes adjusted asset additions to the balance sheet are
100% debt financed. (However, Standard & Poor's acknowledges
that NVR has maintained a relatively low debt-to-capital
ratio, and management would be unlikely to finance additional
assets solely with debt.) Even with Standard & Poor's fairly
conservative analytical adjustments, NVR's financial measures
appear strong.

                         LIQUIDITY

NVR's less capital-intensive land and inventory management
practices are somewhat less transparent, but result in a strong
liquidity position. The faster turns and very healthy operating
margins produce strong free cash flow, which reduces the need
for corporate debt to finance operations. Of the total lot value
controlled by the company off balance sheet, Standard & Poor's
estimates that NVR will need to takedown/acquire roughly $200
million of lots per quarter to meet its delivery objectives for
the year. Throughout the past three years, cash balances have
consistently hovered in the range of $130 million, while net
cash provided by operating activities has exceeded $150 million
per year. From a debt maturity standpoint, the company has only
one outstanding debt issue - a $115 million senior note, which
matures in June 2005, but is redeemable beginning in June 2003.
External liquidity exists in the form of a largely unused $135
million unsecured revolving credit facility, expiring May
2004, which had $116 million available at year-end 2002 (net of
outstanding letters of credit).

                      OUTLOOK: STABLE

NVR has a relatively unique business model for the homebuilding
sector, which limits its on balance sheet land exposure to
contract land deposits. A robust $2.0 billion contract backlog
provides good near-term visibility to the company's earnings,
and with very little speculative inventory, the company is well
positioned should housing demand weaken. NVR should be able to
continue to gradually increase share in its existing markets
while maintaining presently solid debt protection measures.
Standard & Poor's assumes share repurchase activity will
continue to be pursued on a leverage neutral basis.

               RATINGS RAISED AND OUTLOOK REVISED

                         NVR Inc.

                                       Rating
                                   To             From
     Corporate credit              BB+/Stable     BB/Positive
     $115 mil. 8% sr unsecd notes  BB+            BB


OZ COMMUNICATIONS: Shareholders Approve Plan of Dissolution
-----------------------------------------------------------
The Board of Directors of OZ Communications, Inc., approved a
Plan of Complete Liquidation and Dissolution on March 14, 2003.
On March 25, 2003, the Plan of Dissolution was approved by
holders of a majority of the Company's common stock and
preferred stock. In furtherance of the Plan of Dissolution, the
Board and holders of a majority of the common stock and
preferred stock also approved the sale of substantially all of
the assets of the Company and its subsidiaries to a Canada
federal corporation established by Landsbankislands,  for the
purpose of concluding the transaction. The asset sale will close
upon the satisfaction of certain conditions precedent.

The Company is currently operating under the terms of an asset
purchase agreement, under which the Buyer is providing to the
Company sufficient cash to operate the business for the benefit
of the Buyer pending closing. Under the asset purchase
agreement, the Company will receive initial cash payments
expected to be sufficient to satisfy all obligations of the
Company and its subsidiaries to creditors and to conduct an
orderly wind up of the Company and its subsidiaries. After
closing the asset sale, the Buyer will assume all
customer contracts, substantially all operating liabilities and
will offer all employees substantially identical jobs to those
they held in the Company or one of its subsidiaries, as the case
may be. Furthermore, the asset purchase agreement provides for
future payments under an equipment lease and payments
equal to 25% of certain software licensing revenues that may be
received by Buyer under the terms of a certain value added
reseller agreement for the period from March 1, 2003 through and
including March 31, 2008. There can be no assurance that any
software licensing revenues will ever be paid under the value
added reseller agreement.

Prior to closing the sale of its assets, the Company will
establish a liquidating trust into which all proceeds from the
sale of assets will be placed and from which all remaining
liabilities will be paid, including new liabilities incurred in
connection with the orderly wind up of the Company, including
each of its subsidiaries. After payment of all the claims,
obligations and expenses owing to the Company's creditors, and
subject to such reserves as the trustee may deem necessary and
appropriate, the trustee will distribute any remaining proceeds
from time to time by cash to the holders of the Series A
Preferred Stock (up to the $11,970,964 aggregate liquidation
preference of the Preferred Stock), with the remainder (if any)
to holders of the common stock on a pro rata basis. Based on the
anticipated value of the projected income stream from the asset
sale, the amounts owed to creditors of the Company and the size
of the liquidation preference of the Preferred Stock, the
Company does not believe the trustee will have any funds
remaining to make distributions to the common shareholders.
Therefore, it is highly unlikely that any distributions will be
made to common shareholders.


PEABODY ENERGY: Names Lars Scott Director of Government Affairs
---------------------------------------------------------------
Peabody Energy (NYSE: BTU) has named Lars W. Scott director of
government affairs, reporting to Executive Vice President of
Legal and External Affairs Fredrick D. Palmer.

The position will be responsible for legislative, executive and
regulatory liaison activities to ensure full utilization of the
nation's abundant coal resources.  John M. Wootten, who retired
last year after more than 20 years with Peabody, previously had
responsibility for government affairs in his role as vice
president -- environment and technology.

Wootten helped lead Peabody and industry efforts to improve the
environment by encouraging development and utilization of clean
coal technologies.  He facilitated industry initiatives to
create the next generation of clean coal-fueled power plants and
supported industry and government efforts to develop a power
plant of the future that would have near-zero emissions.  He
continues to support Peabody in a consulting role.

Scott joined Peabody in 1997 as a management associate and has
had assignments in the business development, mining decision
support, market development and generation development groups at
Peabody.  He has a bachelor's degree and a master's degree in
civil engineering from Kansas State University in Manhattan and
an MBA in finance from Indiana University in Bloomington.  He
is a registered professional engineer.

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

                          *    *    *

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

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


PROVANT: Closes Sale of Senn-Delaney Leadership Consulting Div.
---------------------------------------------------------------
Provant, Inc., (NASDAQ: POVTE:OB) has sold its Senn Delaney
Leadership Consulting division to a group of employees led by
Larry Senn, its founder and former principal owner. The purchase
price consists of $2.4 million cash payable at closing, an
additional $540,000 of cash payable in equal monthly
installments over three years, 1.3 million shares of Provant
common stock and the assumption by the purchaser of $300,000 of
indebtedness and a $600,000 obligation to certain employees. If
the business is resold within four years for a price of more
than $8 million, Provant is also to receive 50% of the purchase
price above that amount subject to a cap of $3 million.

John Tyson, Chairman of Provant, Inc., commented, "The recent
economic climate has hit our Senn-Delaney Leadership Consulting
division hard, adversely affecting both revenues and
profitability. Provant is in no position to fund operating
losses or the costs of cutting the business back in an effort to
restore profitability. The Board determined, therefore, that a
sale at this time was the best alternative. We wish Larry Senn
and his team well as they undertake to restore the business to a
sound financial footing.

"We recently replaced both the CEO and CFO at our remaining
business, Star Mountain. Now that Joe Swerdzewski and Janet
Sullivan have had a chance to settle into their new positions,
we are getting ready to renew our efforts, through Quarterdeck
Investment Partners, to find a buyer for that business."

For the latest Provant news, or to request faxed or mailed
information about Provant, call the Company's toll-free
stockholder communications service at 1-877-PROVANT. This
service is available 24 hours a day, seven days a week.
Stockholder information is also available on the World Wide Web
at http://www.provant.com

                         *    *    *

As reported in Troubled Company Reporter's November 7, 2002
edition, Provant continues to be in default under its credit
facility agreement, and "believe[s] [the Company is] close to
finalizing the terms of an extension to it that would
end the current default."

The terms of this extension will, among other things, extend the
due date of the facility to April 15, 2003, subject to the
Company's continued obligation to take actions that would result
in the early repayment of our indebtedness to the banks. The
Company continues to pursue various strategic alternatives,
which include the sale of Provant or various of its assets.


RECOTON CORPORATION: Look for Schedules & Statements by June 8
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
gave Recoton Corporation and its debtor-affiliates more time to
file their schedules of assets and liabilities, statements of
financial affairs and lists of executory contracts and unexpired
leases required under 11 U.S.C. Sec. 521(1).  The Debtors have
until June 8, 2003 to prepare and deliver these documents to the
Bankruptcy Court.

Recoton Corporation, together with its subsidiaries, is engaged
in the development, manufacturing and marketing of consumer
electronics accessories and home and mobile audio products. The
Company filed for chapter 11 protection on April 8, 2003 (Bank.
S.D.N.Y. Case No. 03-12180).  Kristopher M. Hansen, Esq., and
Lawrence M. Handelsman, Esq., at Stroock & Stroock & Lavan LLP
represents the Debtors in their restructuring efforts.  When the
Company filed for protection from its creditors, it listed
$233,649,054 in total assets and $234,605,283 in total debts.


RITE AID: S&P Places B Corp. Credit Rating on Watch Positive
------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on Rite
Aid Corp. and Rite Aid Lease Management Co., including the 'B'
corporate credit ratings, on CreditWatch with positive
implications.

Camp Hill, Pennsylvania-based Rite Aid has $3.9 billion of
funded debt as of March 1, 2003.

"The rating action reflects Rite Aid's improving operating
performance over the last few years and the strengthening of its
balance sheet as a result of the company's proposed $2.0 billion
credit facility," stated Standard & Poor's credit analyst Diane
Shand. The new capital structure lengthens significant
maturities to 2008.

Standard & Poor's will fully review the impact of the company's
recapitalization and improvements in operating performance. In
that review, Standard & Poor's will review the notching of all
debt issues.

Rite Aid Corporation's 7.700% bonds due 2027 (RAD27USR1) are
trading at about 77 cents-on-the-dollar, says DebtTraders. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=RAD27USR1for
real-time bond pricing.


RURAL CELLULAR: S&P Keeping Watch on B Corporate Credit Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B' corporate
credit rating for cellular services provider Rural Cellular
Corp., on CreditWatch with negative implications because of
several challenges facing the company and the rural cellular
industry.

As of Dec. 31, 2002, total debt outstanding was about $1.2
billion.

"The challenges faced by Rural Cellular and the industry include
increased competition from national wireless carriers, the
potential impact of wireless number portability, lower roaming
yield, prospective competition from their roaming partners
because of industry technology changes, increasing debt
maturities, and continued difficult capital markets," said
Standard & Poor's credit analyst Rosemarie Kalinowski.

In 2002, total revenue growth declined to 4% from 24% in 2001,
reflecting slower subscriber growth and a significant decline in
roaming revenue growth. Roaming revenue (about 27% of total
revenue) has been affected by the decline in roaming yield,
offsetting some increased roaming minutes of use. Overall
roaming revenue is expected to be relatively flat in 2003. In
addition, as national carriers build out their Global System for
Mobile Communications networks, the risk of revenue loss could
increase over the intermediate term. Potential for incremental
revenue from receiving Eligible Telecommunications Carrier
status in five additional states is expected to be minimal in
the near term.

Net customer additions were about 60,000 in 2002, from about
85,000 in 2001, reflecting slower industry growth and greater
competition from national carriers. While the company deployed
local area plans in the second quarter of 2002 to stimulate
growth, overall subscriber growth is expected to be moderate in
2003. Depending on the number of competitors in its respective
markets, the implementation of number portability commencing in
November 2003 could have a significant impact on the subscriber
base and overall churn.

Alexandria, Minnesota-based Rural Cellular provides wireless
voice services to more than 722,000 subscribers in rural markets
covering the Midwest, Northeast, South, and Northwest regions of
the U.S.

Standard & Poor's expects the CreditWatch listing to be resolved
within the next three months, and will focus on industry
fundamentals and Rural Cellular's ability to meet debt
maturities and financial covenants in its review.

Rural Cellular Corp.'s 9.750% bonds due 2010 (RCCC10USR1) are
trading at about 76 cents-on-the-dollar, says DebtTraders. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=RCCC10USR1
for real-time bond pricing.


RURAL CELLULAR: Will be Paying Quarterly Preferred Dividends
------------------------------------------------------------
Rural Cellular Corporation (OTCBB:RCCC) announced that the
quarterly dividends on its 11-3/8% Senior Exchangeable Preferred
Stock and 12-1/4% Junior Exchangeable Preferred Stock will be
paid on May 15, 2003, to holders of record on May 1, 2003. The
Senior Exchangeable Preferred Stock dividend will be paid in
shares of Senior Exchangeable Preferred Stock at a rate of
2.84375 shares per 100 shares. The Junior Exchangeable Preferred
Stock dividend will be paid in shares of Junior Exchangeable
Preferred Stock at a rate of 3.0625 shares per 100 shares.
Fractional shares for both the Senior and Junior Exchangeable
Preferred Stock will be paid in cash.

Rural Cellular Corporation (OTCBB:RCCC), based in Alexandria,
Minnesota, provides wireless communication services to Midwest,
Northeast, South and Northwest markets located in 14 states.

As reported in Troubled Company Reporter's March 14, 2003
edition, Standard & Poor's Ratings Services lowered its
corporate credit rating on Rural Cellular Corp. to 'B' from 'B+'
due to the potential of breaching the debt leverage bank
covenant during 2003, the possibility of revenue loss as
national carriers extend their Global System for Mobile
Communications build, and overall slower industry growth.

"In addition, the payment of cash dividends on the company's
senior exchangeable preferred stock commencing August 2003 could
affect the growth of the company's free cash flow," said
Standard & Poor's credit analyst Rosemarie Kalinowski.

The rating was removed from CreditWatch. The outlook is
negative.


SERVICE MERCHANDISE: Court OKs Innisfree's Appointment as Agent
---------------------------------------------------------------
Service Merchandise Company, Inc., and its debtor-affiliates
sought and obtained Judge Paine's approval to employ Innisfree
M&A Incorporated as their noticing and voting agent, nunc pro
tunc to January 15, 2003.

Accordingly, Innisfree will:

  (a) advise the Debtors regarding all aspects of the plan
      vote, including timing issues, voting and tabulation
      procedures and documents needed for the vote;

  (b) review the voting portions of the Disclosure Statement and
      ballots, particularly as they may relate to beneficial
      owners of securities held in the Street name;

  (c) work with the Debtors to request appropriate information
      from the trustees of the bonds, the transfer agent of
      common stock, and The Depository Trust Company;

  (d) mail documents to the registered record holders of bonds
      and common stock;

  (e) coordinate the distribution of voting documents and non-
      voting documents to Street Name holders of securities by
      forwarding the appropriate documents to the banks  and
      brokerage firms holding the securities or their agents,
      who in turn, will forward it to beneficial owners;

  (f) distribute copies of the master ballots to the appropriate
      nominees in order that firms may cast votes on behalf of
      beneficial owners;

  (g) prepare a certificate of service for filing with the
      court;

  (h) handle requests fro documents from parties-in-interest,
      including brokerage firm and bank back-offices and
      institutional holders;

  (i) respond to telephone inquiries from security holders
      regarding the disclosure statement and the voting
      procedures;

  (j) if requested, make telephone calls to confirm receipt
      of plan documents and respond to questions about the
      voting procedures;

  (k) if requested, assist with an effort to identify
      beneficial owners of the bonds;

  (l) receive and examine all ballots and master ballots cast by
      bondholders and date- and time-stamp the originals of all
      ballots and master ballots upon receipt;

  (m) tabulate all ballots and master ballots received prior to
      the voting deadline in accordance with established
      procedures, and prepare a vote certification for filing
      with the Court;

  (n) coordinate the tasks with Berger to avoid any duplication
      of efforts;

  (o) undertake other duties as may be agreed upon by the
      Debtors and Innisfree.

The Debtors will compensate Innisfree pursuant to these terms:

  -- a $10,000 project fee plus $2,000 for each issue of
     public securities entitled to vote on the plan, and $1,500
     for each issue of public securities not entitled to vote
     on the Plan but entitled to receive notice. This covers
     the coordination with all brokerage  firms, banks,
     institutions and other interested parties, including the
     distribution of voting materials;

  -- labor charges at $1.75 to $2.25 per package for the mailing
     to creditors and record holders of securities, depending
     on the complexity of the mailing;

  -- a $4,000 minimum charge to take up to 500 telephone
     calls from creditors and security holders within a 30-day
     solicitation period. Additional calls will be charged at
     $8 per call. Calls to creditors or security holders will
     be charged at $8 per call;

  -- $100 per hour for the tabulation of ballots and master
     ballots, plus set up charges of $1,000 for each tabulation
     element; and

  -- these standard hourly rates for professionals:

              Co-Chairman            $375
              Managing Director       350
              Practice Director       275
              Director                250
              Account Executive       225
              Staff Assistant         150

All out-of-pocket expenses relating to any work undertaken by
Innisfree will also be reimbursed.  The Debtors will likewise
indemnify and hold Innisfree harmless against any loss, damage,
expense, liability or claim arising out of Innisfree's
fulfillment of the Agreement. (Service Merchandise Bankruptcy
News, Issue No. 47; Bankruptcy Creditors' Service, Inc.,
609/392-0900)


STARGATE.NET: Files for Chapter 11 Protection in Pennsylvania
-------------------------------------------------------------
Stargate, a leading provider of Internet and eBusiness
technology solutions, will reorganize its debt with the
supervision of the court under Chapter 11 proceedings.  During
the debt restructuring, Stargate's business and residential
operations will continue uninterrupted with no impact whatsoever
on Stargate customers.  Stargate maintains a positive cash flow,
and no significant workforce reduction is imminent.  The company
and its executives have launched a customer outreach campaign to
provide information and answer any questions during the course
of the restructuring.

"Reorganizing debt is a business strategy utilized more today
than ever," said Marcus Ruscitto, Stargate founder, president
and CEO.  "Many companies -- tech and telecommunications in
particular -- are finding it's unrealistic to abide by outdated
and rigid credit agreements in this economy.  As a result,
Stargate has taken a more proactive approach to preserving its
position as a regional technology leader."


STARGATE.NET INC: Case Summary & 7 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Stargate.net, Inc.
        40 24th Street, Suite 300
        Pittsburgh, Pennsylvania 15222

Bankruptcy Case No.: 03-10831

Type of Business: The Debtor provides Internet and eBusiness
                  technology solutions.

Chapter 11 Petition Date: April 7, 2003

Court: Western District of Pennsylvania (Erie)

Judge: Warren W. Bentz

Debtor's Counsel: David W. Lampl, Esq.
                  John M. Steiner, Esq.
                  Michael J. Roeschenthaler, Esq.
                  Leech Tishman Fuscaldo & Lampl, LLC
                  1800 Frick Building
                  Pittsburgh, PA 15219
                  Tel: 412-261-1600

                  Guy C. Fustine
                  Knox McLaughlin Gornall & Sennett, P.C.
                  120 West Tenth Street
                  Erie, PA 16501
                  Tel: 814-459-2800

Estimated Assets: $1 Million to $10 Million

Estimated Debts: $10 Million to $50 Million

Debtor's 7 Largest Unsecured Creditors:

Entity                                            Claim Amount
------                                            ------------
KPMG LLP                                               $30,772

Prime Rate Premium Financial                           $17,460

Thieman & Kaufman                                       $7,031

Cohen & Grigsby, P.C.                                   $5,523

Pierce Hamilton & Stern, Inc.                             $206

Thorp Reed & Armstrong                                     $46

Mich. Dept. of Consumer & Ind.                             $15


SUPERIOR TELECOM: Sells Elizabethtown, Kentucky Land & Building
---------------------------------------------------------------
Superior TeleCom Inc., (OTC Bulletin Board: SRTOQ.OB) announced
that, following a hearing on April 9 in the US Bankruptcy Court
for the district of Delaware, Honorable Judge Jerry W. Venters
approved the planned sale of its Elizabethtown, Kentucky
facility. The sale was completed on April 11 and $2.9 million in
proceeds have been applied to reduce the outstanding balance of
the Company's "Debtor in Possession" financing facility.

David S. Aldridge, Chief Financial Officer of Superior Telecom
stated, "We are very pleased that the Court approved the sale of
our Elizabethtown facility which, in the normal course of
business, had been idled as a result of a manufacturing
consolidation in 2002. The cash proceeds from this transaction
will further reduce borrowings under our DIP financing
arrangement and create additional liquidity during our
restructuring process.

"I am also pleased to report that, as expected, our businesses
have continued to operate on a normal basis with no material
supply or production disruptions and we continue to fully
service all of our customer requirements on an uninterrupted
basis. Overall, our restructuring activities are proceeding on
schedule with the support of our customers, vendors, employees
and our secured lenders."

As announced on March 3, 2003, Superior TeleCom Inc.'s U.S.
operations filed petitions for reorganization under Chapter 11
of the United States Bankruptcy Code. The Company is working in
consultation with its secured lenders towards a debt
restructuring. Superior TeleCom's United Kingdom and Mexican
operations were not included in the filing.

Superior TeleCom Inc., is one of the largest North American wire
and cable manufacturers and among the largest wire and cable
manufacturers in the world. Superior manufactures a broad
portfolio of wire and cable products with primary applications
in the communications and original equipment manufacturer (OEM)
markets. The Company is a leading manufacturer and supplier of
communications wire and cable products to telephone companies,
distributors and system integrators and magnet wire for motors,
transformers, generators and electrical controls. Additional
information can be found on the Company's Web site at
http://www.superioressex.com


UNITED AIRLINES: Agrees to Joing Sabre DCA Three-Year Option
------------------------------------------------------------
Sabre Travel Network, a Sabre Holdings company, announced that
United Airlines has agreed to participate in the Sabre Direct
Connect Availability (DCA) Three-Year Option, which commits the
carrier to a three-year term at the highest level of
participation in the global distribution system in exchange for
an established booking fee rate.

Through the DCA Three-Year Option, airlines agree to provide all
published fares to Sabre Connected online and offline travel
agencies. This includes all fares that the airlines sell through
any third-party Web site and through their own Web site and
reservation offices.

"We are excited to participate in this program with Sabre," said
Greg Taylor, United Airlines' Senior Vice President - Planning.
"It will provide our mutual customers with a full range of
United's fares in a cost-effective manner for all parties, while
allowing United to significantly reduce our distribution costs
at the same time."

In the Sabre GDS, DCA is the most comprehensive level with last
seat availability. DCA provides airlines with a wide range of
services to market and sell their flight and fare information
through the Sabre network of more than 56,000 travel agency
locations worldwide. In the past, the three-year option was
available only to airlines with bookings made in the U.S. Now
the program has been extended to those with bookings made in the
U.S. Virgin Islands, Caribbean, and Europe. The expansion to
other regions provides airlines with the opportunity to
distribute full content to consumers in many parts of the world.
The DCA Three Year Option extends the term of current 30-day
agreements with airlines.

"We applaud United's move to reduce confusion in the marketplace
and ensure that the customers we both serve have complete
confidence that they have access to all of United's published
fares," said John Stow, president of Sabre Travel Network.
"Sabre Connected agents will now have access to all of United's
fares. These agents need not make any contractual or financial
arrangements to enjoy the benefits of the program. Sabre Travel
Network continues to work diligently to strike win-win deals
with airlines to benefit multiple industry players and the
travelers we all serve."

United joins eight other airlines that have recently signed
agreements to participate in the Sabre DCA Three Year Option,
including US Airways, Gulf Air, Aserca, Aeropostal, Sun Country,
Air Jamaica, Air India and Aloha Airlines.

Additionally, airlines participating in this program agree to
provide equal opportunities for Sabre Connected agents to
participate in promotions that the carrier makes available
through other channels, including competing reservation systems
and third party Web sites.

            About the Program - How it Works:

-- Airlines agree to commit to the highest level of
participation in the Sabre system (DCA level) for three years.

-- The participating airline provides all published fares
   (except opaque fares and corporate discounts), including Web
   fares and other promotional fares, through the Sabre system
   to Sabre Connected travel agents, online and offline.

-- The airline will also furnish the same customer perks and
   amenities to passengers booked by Sabre Connected agents as
   those afforded through agents who use other GDS systems or
   Web sites.

-- Sabre Travel Network provides the participating airline with
   a reduction to its booking fee of approximately 10 percent
   off its 2002 DCA rates (approximately 12.5 percent off 2003
   DCA rates).

-- Sabre Travel Network guarantees the DCA booking fee rate for
   three years.

Sabre Travel Network, a Sabre Holdings company, provides access
to the world's leading global distribution system (GDS) and
products and services enabling agents at more than 56,000 agency
locations worldwide to be travel experts. About 40 percent of
the world's travel is booked through the Sabre GDS. Originally
developed in 1960, it was the first system to connect the buyers
and sellers of travel. Today the system includes more than 400
airlines, approximately 60,000 hotels, 50 car rental companies,
nine cruise lines, 36 railroads and 232 tour operators.

Sabre Holdings Corporation (NYSE: TSG) is a world leader in
travel commerce, retailing travel products and providing
distribution and technology solutions for the travel industry.
More information about Sabre Holdings is available at
http://www.sabre-holdings.com/

In 2002, United's employees broke 35 company records and
achieved the best overall performance in the company's 77-year
history. United Airlines finished 2002 ranked No. 1 in the
industry in domestic on-time performance, according to the
official U.S. Department of Transportation's Air Travel Consumer
report. United operates more than 1,500 flights a day on a route
network that spans the globe. News releases and other
information about United can be found at the company's Web site
at http://www.united.com

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


UNITED AIRLINES: Reaches Settlement Agreement with IRS
------------------------------------------------------
United Airlines and the Internal Revenue Service have reached a
Stipulation and Agreement.

James H.M. Sprayregen, Esq., at Kirkland & Ellis, informs the
Court that the IRS generally agrees to place an administrative
freeze on $25,000,000 due the Debtors to resolve the Maintenance
Case.  The IRS agrees to release the freeze over the balance of
the funds, approximately $105,000,000, due the Debtors from the
judgment in the Maintenance Case and the refund from the Tax
Refund Application, approximately $262,000,000.  The IRS will
use a Holdback Amount to satisfy the IRS' adjudicated claims
against United Airlines.

In return, the Debtors will not seek a turnover or release of
the Holdback Amount prior to 30 days after the Bar Date for
filing governmental proofs of claim.  The Debtors will provide
the IRS with adequate protection by granting an administrative
expense claim for all claims in excess of the Holdback Amount.
Moreover, if the IRS identifies claims owed by United in excess
of the Holdback Amount, it can place an administrative freeze on
additional obligations that would otherwise be due the Debtors.

Mr. Sprayregen contends that this relief is "substantial and
swift."  It results in nearly $365,000,000, inclusive of
interest, being returned to the Debtors sooner than would
otherwise occur.  The Debtors' urgent need for these funds
cannot be overstated.  The funds come when the entire airline
travel industry faces a severe reduction in demand due to the
war in Iraq and increased operational costs. (United Airlines
Bankruptcy News, Issue No. 15; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


WABASH NATIONAL: Amends Financial Covenants Under Credit Pacts
--------------------------------------------------------------
Wabash National Corporation (NYSE: WNC) has completed the
amendment of its credit facilities, which includes its revolving
line of credit, its senior notes, its receivables facility and
its lease facility. The amendment revises certain of the
Company's financial covenants and adjusts downward the required
monthly principal payments during 2003.

Commenting on the amendment, Mark R. Holden, Senior Vice
President - Chief Financial Officer, stated, "We are pleased to
announce the completion of the amendment to our credit
facilities. The amendment provides greater flexibility from both
a financial covenant standpoint and from a debt repayment
standpoint. The Company remains highly focused on continuing to
improve operating performance and reducing debt. We are very
pleased with the support and confidence that our financial
partners continue to provide to the Company."

Wabash National Corporation designs, manufactures, and markets
standard and customized truck trailers under the Wabash(TM) and
Fruehauf(R) brands. The Company believes it is one of the
world's largest manufacturers of truck trailers, the leading
manufacturer of composite trailers and through its RoadRailer(R)
products, the leading manufacturer of bimodal vehicles. The
Company's wholly owned subsidiary, Wabash National Trailer
Centers, is one of the leading retail distributors of new and
used trailers and aftermarket parts, including its Fruehauf(R)
and Pro-Par(R) brand products with locations throughout the U.S.
and Canada.

As reported in Troubled Company Reporter's March 6, 2003
edition, the Company said it was not prepared to predict that
first quarter results, or any other future periods, would
achieve net income, and did not expect to announce further
results before the first quarter would be completed, given the
softness in demand and other factors.

The Company remains in a highly liquidity-constrained
environment, and even though its bank lenders have waived
current covenant defaults, there is no certainty that the
Company will be able to successfully negotiate modified
financial covenants to enable it to achieve compliance going
forward, or that, even if it does, its liquidity position will
be materially more secure.


WESTERN WIRELESS: Files Form S-3 Shelf Registration Statement
-------------------------------------------------------------
Western Wireless Corporation (Nasdaq:WWCA), a leading provider
of wireless communications services to rural America, has filed
a Form S-3 Registration Statement with the Securities and
Exchange Commission.

The registration statement identifies a range of securities,
including common stock, preferred stock and debt securities that
may be offered from time to time, in an aggregate amount of up
to $500 million.

"[Mon]day's filing will enable Western to opportunistically
access the capital markets," said John Stanton, Chairman and
Chief Executive Officer of Western Wireless. "As we execute on
our business strategy, our financial objective will be to pursue
a capital structure that enhances our current security holders'
interests. The ability to access the public capital markets on
an expeditious and timely basis augments that objective."

Western Wireless Corporation, located in Bellevue, Washington,
was formed in 1994 through the merger of previously unrelated
rural wireless companies. Following the merger, Western Wireless
continued to invest in rural cellular licenses, acquired six PCS
licenses in the original auction of PCS spectrum in 1995 through
its VoiceStream subsidiary, and made its first international
investment in 1996. Western Wireless went public later in 1996
and completed the spin-off of VoiceStream in 1999. Western
Wireless now serves over 1.1 million subscribers in 19 western
states under the Cellular One(R) and Western Wireless(R) brand
names. Through its subsidiaries, Western Wireless is licensed to
offer service in nine foreign countries.

As reported in Troubled Company Reporter's April 8, 2003
edition, Standard & Poor's Ratings Services lowered the
corporate credit and secured bank loan ratings on Western
Wireless Corp. to 'B-' from 'B' and the company's subordinated
debt rating to 'CCC' from 'CCC+'. The downgrade reflects the
impact of lower roaming yield and the anticipated GSM (Global
System for Mobile Communications) network buildout by national
carriers on the company's future roaming revenue growth. It also
reflects uncertainty related to the company's ability to meet
increasing debt maturities commencing in 2003 and overall slower
industry growth.

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


WILLIS GROUP: S&P Assigns Various Prelim. Ratings at Low-B Level
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
'BB+' senior unsecured debt rating, its preliminary 'BB-' senior
subordinated debt rating, and its preliminary 'B+' preferred
stock rating to Willis Group Holdings Ltd.'s $500 million
universal shelf offering registration, which was filed on
April 10, 2003, based on Willis's continued improvement in
operating performance in 2002.

"Willis has continued to pay down debt while improving operating
margins, interest coverage, and leverage ratios," noted Standard
& Poor's credit analyst Donovan Fraser. Willis has partially
been able to improve its top line opportunistically because of
higher commission income generated by increased premium rates as
a result of the continuing hard market. The company maintains a
well-established global market presence as the third-largest
insurance broker in the world. Partially offsetting these
strengths is the company's increasing concentration in insurance
brokerage operations, which increases the company's exposure to
the vagaries of the insurance underwriting cycle.

Standard & Poor's considers Willis's business position to be
strong, with more than $1.7 billion of total revenue in 2002.
Willis is the third-largest insurance broker in the world and
has a true global presence, as demonstrated by a team of about
13,000 associates worldwide. As of year-end 2002, its Global,
North American, and International business segments generated
51%, 34%, and 15% of revenue, respectively.


WINSTAR COMMS: Court Allows $12M Interim Distribution to Lenders
----------------------------------------------------------------
The U.S. Bankruptcy Court permits Winstar Communications, Inc.'s
Chapter 7 Trustee to make a $12,500,000 interim distribution to
the Bank Group.

All payments made are subject to disgorgement in the event that
this Court subsequently determines that such payment or any
portion of such payment was funded by the proceeds of the
collateral of Lucent Technologies Inc., General Motors
Acceptance Corporation or CitiCapital Commercial Corporation.

Judge King rules that the Trustee will not use any estate funds
in which Lucent, GMAC or CitiCapital asserts an interest without
Lucent's, GMAC's or CitiCapital's prior written consent or
further Court order after appropriate notice and hearing
provided, however, that Lucent's, GMAC's or CitiCapital's
written consent will not be required for the Trustee's use of
estate funds to cover expenses incurred in the ordinary course
of the Trustee's administration of the Debtors' estates
commencing as of December 1, 2002, which amount will not exceed
$100,000 per month.

To the extent that funds the Trustee has disbursed pursuant to
this Order were funded by cash held in the Debtors' accounts on
December 18, 2001, up to $2,487,030.51, and in the event that
this Court subsequently determines that Lucent has a security
interest in the Cash Proceeds, the Trustee will replenish the
Cash Proceeds with the proceeds of the Trustee's successful
recoveries of preferences as defined in Section 547 of the
Bankruptcy Code, provided, however, that the Cash Proceeds will
still be subject to the Trustee's commission of 3%.

Judge King emphasizes that the Trustee will not distribute any
proceeds received from the sale of any assets to Winstar
Holdings, LLC formerly known as IDT Acquisition, Inc., without
further Court order. (Winstar Bankruptcy News, Issue No. 41;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


WORLDCOM INC: Urges Court to Approve AOL Settlement Agreement
-------------------------------------------------------------
Prior to the Petition Date, America Online, Inc. and the
Worldcom Debtors entered into various agreements, including:

    (i) the Amended and Restated Network Services Agreement
        between AOL and MCI WorldCom Communications, Inc. dated
        June 27, 2001;

   (ii) the Amended and Restated Hourly Dial-Up Services
        Agreement between AOL and MCI WorldCom dated June 27,
        2001; and

  (iii) the Second Amended and Restated Master Agreement for
        Data Communications between AOL and MCI WorldCom dated
        June 27, 2001.

Under the Network Agreements, Lori R. Fife, Esq., at Weil
Gotshal & Manges LLP, in New York, relates that MCI WorldCom
provided and continues to provide AOL with certain network and
connectivity services.

In addition, prior to the Petition Date, AOL Time Warner, Inc.
and MCI WorldCom entered into an AOLTW Promotional Agreement,
dated June 2, 2001.  Under the Promotional Agreement, the
Debtors agreed to purchase from AOLTW certain media advertising
inventory.

According to Ms. Fife, the Debtors and AOL owe each other
certain amounts under the Network Agreements and the Promotional
Agreement.  To provide for the payment of these amounts and
effectuate mutual set-offs, the parties have executed a
Stipulation and Settlement among America Online, Inc., AOL Time
Warner Inc. and the Debtors, dated January 31, 2003.

While the parties have not completely reconciled all of the
amounts due under the Network Agreements and the Promotional
Agreement, AOL has agreed pursuant to the Stipulation to pay
$15,889,758.77 for prepetition amounts owing under the Network
Agreements and for amounts that the Debtors overpaid for
prepetition advertising services under the Promotional
Agreement. The amount that AOL has agreed to pay to the Debtors
pursuant to the Stipulation arose due to these transactions:

  -- On June 30, 2002, AOL effectuated a contractual right of
     set-off by setting off $19,049,580.26 of AOL's payment
     obligations then owed under the Network Agreements against
     obligations then owed by MCI WorldCom under the Promotional
     Agreement.

  -- Without knowledge of the set-off effectuated by AOL, during
     June and July 2002, MCI WorldCom caused to be paid to AOLTW
     $17,012,123.47 for prepetition obligations owed under the
     Promotional Agreement.  AOLTW has not applied this amount
     and continues to hold it.

  -- As of the Petition Date, the parties agree that AOL owes
     $9,434,956.50 for a portion of the prepetition services
     provided to AOL under the Network Agreements.

  -- Additionally, the Debtors overpaid by $2,500,000 for
     prepetition media advertising inventory during the first
     quarter of 2002.

Thus, Ms. Fife contends that AOL owes the Debtors $28,900,000.
However, during the second quarter and July of 2002, but before
the Petition Date, AOLTW ran media advertising inventory under
insertion orders from MCI WorldCom or its advertising agency
pursuant to the Promotional Agreement, that was not included in
the AOL offset and which AOLTW has not reconciled as paid by MCI
WorldCom.  AOLTW and the Debtors have not determined the exact
amount of the Prepetition Advertising Obligation but agree that
this amount is expected to be $13,057,321.20.  Therefore, AOL
has agreed, pursuant to the Stipulation, to pay to MCI WorldCom
$28,900,000, less the Prepetition Proxy Amount, for a total of
$15,889,758.77.

From the Petition Date through but not including October 8,
2002, Ms. Fife informs the Court that AOLTW ran media
advertising inventory under insertion orders from MCI WorldCom
or its advertising agency under the Promotional Agreement.
AOLTW and MCI WorldCom agree that the amount of the Postpetition
Advertising Obligation is $11,467,213.70.  Therefore, pursuant
to the Stipulation, the Debtors agree to pay this amount in
satisfaction of the Postpetition Advertising Obligation.

The Debtors and AOL have agreed to further negotiations to
reconcile any amounts due, to the extent that they have not been
reconciled, and to pay the other party the difference.

Section 553 of the Bankruptcy Code provides that "this title
does not affect any right of a creditor to offset a mutual debt
owing by such creditor to the debtor that arose before the
commencement of the case under this title against a claim of
such creditor against the debtor that arose before the
commencement of the case."

Four conditions must exist in order for Section 553(a) to
recognize and preserve the right of set-off:

  1) the creditor holds a "claim" against the debtor that arose
     prepetition;

  2) the creditor "owes" a debt to the debtor that arose
     prepetition;

  3) the claim and the debt are mutual; and

  4) the claim and the debt are each enforceable and valid.

Mutuality is not defined by the Bankruptcy Code.  However, it is
generally held to mean that the prepetition claim and debt must
be owed between the same parties and the parties must be acting
in the same capacity.  5 Collier on Bankruptcy at  553.03[3][a];
In re Carlyle, 242 B.R. 881 (Bankr. E.D. Va. 1999).  Therefore,
generally, set-offs between three parties are not permitted.
However, there is a narrow exception to the rule against three
party, "triangular" offsets -- where there is a contractual
provision that two entities may aggregate debts owed to and from
the debtor.  In re Hill Petroleum Co., 95 B.R. 404 (Bankr. W.D.
La. 1988); In re Virginia Block Company, 16 B.R. 560 (Bankr.
W.D. Va. 1981) (holding that a setoff arrangement accommodating
a parent corporation and its subsidiary is allowable only in
those unique situations when the parties to the transactions
entered into a separate agreement, at the outset of their
relationship, which clearly established the parties intent to
treat the parent and the subsidiary as one entity).

Section 3(b) of the Promotional Agreement provides that:

  "Any charges, credits, debts, or other amounts payable
  to one Party by the other Party under this Agreement . . . are
  subject to offset against other such Charges owed to Party Two
  by Party One under this Agreement or any other agreement
  executed between [MCIW] and either AOLTW.  If either Party
  fails to pay any Charges owed to the other Party under this
  Agreement ... , the Party owed the Charges may offset such
  delinquent Charges with any Charges that it may owe to the
  other Party under this Agreement or any other agreement
  executed between [MCIW] and either AOLTW or [America Online,
  Inc.], without limiting any other rights or remedies available
  to the Party exercising this right of offset."

Ms. Fife insists that there is a similar provision in the
Network Agreements.  Therefore, because the Network Agreements
and the Promotional Agreement have contractual provisions
allowing AOL and AOLTW to set off amounts due to each under any
agreement with the Debtors, mutuality is not a bar to set-off in
this case and the set-off of the Prepetition Proxy Amount
against the $28,900,000 that AOLTW owes MCI WorldCom is
warranted. (Worldcom Bankruptcy News, Issue No. 24; Bankruptcy
Creditors' Service, Inc., 609/392-0900)

DebtTraders says that Worldcom Inc.'s 8.000% bonds due 2006
(WCOE06USR2) are trading at about 28 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=WCOE06USR2
for real-time bond pricing.


XCEL ENERGY: Unit Files Form S-3 re $500-Million Debt Offering
--------------------------------------------------------------
Xcel Energy's (NYSE:XEL) subsidiary, Public Service Company of
Colorado, filed a Form S-3 registration statement with the
Securities and Exchange Commission. The filing registers $500
million of new secured first collateral trust bonds or unsecured
senior debt securities. In addition, the registration statement
constitutes a post-effective amendment to PSCo's Form S-3
registration statement filed with the SEC in June 1999 under
which $300 million of unsecured senior debt securities remain
unsold. The post-effective amendment allows PSCo to issue the
$300 million of previously registered debt as either secured
first collateral trust bonds or unsecured senior debt
securities.

"PSCo has $310 million of debt maturing through 2005," said Ben
Fowke, Xcel Energy vice president and treasurer. "However, PSCo
has only $300 million of capacity remaining on an effective
registration statement. With today's low interest rate
environment, we have over $250 million of high coupon debt
outstanding that we could potentially refinance through 2005. In
addition, our filing gives us the capability to issue over $230
million of new debt to fund system growth or reduce short term
debt levels."

Fowke said this registration statement will give the PSCo
flexibility for the next few years to act quickly, if and when
financing opportunities arise.

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

As reported in Troubled Company Reporter's March 31, 2003
edition, Xcel Energy Inc.'s board of directors approved a
tentative debt restructuring settlement agreement with holders
of most of NRG Energy's long term notes and the steering
committee representing NRG's bank lenders. Xcel has agreed to
pay $752 million to NRG creditors in three installments in the
next thirteen months in exchange for a release by creditors of
any future claims against Xcel. The tentative settlement is a
positive step towards an eventual resolution of Xcel's exposure
to NRG creditor claims.

Xcel's senior debt rating remains 'BB+' and on Rating Watch
Negative, and Fitch does not plan to take any rating action at
this time, pending a final settlement with the requisite NRG
creditors.


XTO ENERGY: S&P Affirms BB Rating over Improved Credit Quality
--------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB+' corporate
credit rating on XTO Energy Inc. At the same time, Standard &
Poor's revised its outlook on the company to positive from
stable.

Standard & Poor's also assigned its 'BB' rating to XTO's
proposed issuance of $300 million of senior notes due 2013. Pro
forma for the proposed notes offering, the Fort Worth, Texas-
based company has approximately $1.3 billion of debt and
operating leases outstanding.

"Our revised outlook on XTO reflects the company's improvement
in credit quality resulting from the recently announced
acquisition of properties from The Williams Cos. Inc. for
approximately $400 million, moderating financial policies that
could lead to a financial profile that is consistent with an
investment-grade rating, and improving debt service capacity as
a result of strong intermediate-term fundamentals for U.S.
natural gas producers," said Standard & Poor's credit analyst
Bruce Schwartz.

Standard & Poor's also said that the positive outlook on XTO
reflects the potential for a ratings upgrade as the company
pursues moderate financial policies. Catalysts to achieving
investment-grade status include the prudent financing of a
likely $300 million to $500 million of additional acquisitions
in 2003 and the application of upcycle free cash flow to debt
reduction.

XTO is acquiring 311 billion cubic feet equivalent of natural
gas properties in the Hugoton, San Juan, and Raton basins from
Williams that have attributes that improve XTO's credit quality.
The properties have slower production decline characteristics
than XTO's pretransaction portfolio and generate strong free
cash flow.


* Fitch Ratings Says U.S. Default Volume Down 75% in Q1 2003
------------------------------------------------------------
The first quarter of 2003 saw a significant decline in both the
number of U.S. high yield defaulted issuers and default volume.
A total of 26 issuers defaulted on $6.5 billion in bonds, down
from 55 issuers and $26.3 billion in defaults in the first
quarter of 2002. Default volume for the three months was down
75% relative to the comparable period in 2002. The number of
defaulted issuers was down 53%. The outstanding balance for
defaulted issuers in 2003 has thus far averaged just $252
million thanks in large part to the absence of large
telecommunication defaults which drove default volume tallies to
record levels in 2001 and 2002. Nonetheless, albeit on a smaller
scale, telecommunication continued to lead defaults,
contributing 25.3% of first quarter defaults ($1.7 billion).
Defaults were also clustered in health care and pharmaceutical
($1 billion, 15.6%), utilities ($.8 billion, 11.7%) and
transportation ($.7 billion, 10.4%).

The trailing twelve month default rate continued to decline in
March, hitting 13.8%, down from 14.5% in February, 15.1% in
January and a record 16.8% for full year 2002.

Excluding fallen angel defaults, the trailing twelve month
default rate also fell to 9.3% after ending 2002 at 12.4%. The
trailing twelve month default rate excluding fallen angels hit
single digits for the first time in over a year. The weighted
average recovery rate excluding fallen angels was 23% of par in
the first quarter, down slightly from the 26% of par recorded in
2001. Telecommunication, registering a weighted average recovery
rate of just 9% of par in the first quarter, continued to
depress recovery rates overall.

The waning of the 1997-1999 seasoning pattern was evident in the
first quarter. In 2001, 48.3% of high yield defaults (excluding
fallen angels) consisted of bonds sold in 1997 and 1998. In
2002, the concentration of defaulted issues from the two years
had fallen to 36% and in the first quarter, approximately 31% of
defaulted issues came from the two years. In fact, in the first
quarter, the largest concentration of defaulted issues was split
evenly between bonds sold in 1999 and 2000.

While downgrades continued to exceed upgrades in the first
quarter, a promising development was a meaningful boost in the
price of issues rated 'CCC' to 'C'. Approximately 67% of bonds
rated 'CCC' to 'C' saw an increase in price during the quarter.
While credit conditions in high yield have yet to show any
demonstrable improvement (8.8% of rated volume was downgraded in
the first quarter while less than 1% of rated volume was
upgraded) this opportunistic money flow into distressed high
yield issues may point to improving liquidity for distressed
companies but only if investor confidence in these companies
translates into much needed credit availability. As of March 31,
the size of the 'CCC' to 'C' rated issue pool stood at $122
billion with the largest concentration of $41 billion residing
in telecommunication.

     Overview of the Fitch U.S. High Yield Default Index

Fitch's default index is based on the U.S., dollar denominated,
non-convertible, speculative grade bond market (the rating
equivalent of 'BB+' and below, rated by Fitch or one of the two
other major rating agencies). Fitch includes rated and non-
rated, public bonds and private placements with 144A
registration rights. Defaults include missed coupon or principal
payments, bankruptcy, or distressed exchanges. Default rates are
calculated by dividing the volume of defaulted debt by the
average principal volume outstanding for the period under
observation.

Fitch's high yield default studies are available on the Fitch
Ratings Web site at http://www.fitchratings.com


* Stephen Fraidin Boosts Kirkland & Ellis' M&A Practice
-------------------------------------------------------
Kirkland & Ellis announced that Stephen Fraidin has joined the
firm as a partner in its New York office. A former senior
corporate partner at Fried, Frank, Harris, Shriver & Jacobson,
Fraidin will join Kirkland's transactional practice.

"We are delighted to welcome a lawyer of Steve's caliber," says
Thomas D. Yannucci, who chairs Kirkland's management committee.
"Kirkland has been expanding in M&A and corporate governance to
meet client demands. Steve is not only an esteemed corporate
counselor, but also a recognized leader in the field and will be
a tremendous asset to our Firm."

Stephen Fraidin said, "This move will allow me to explore new
opportunities and new challenges in a different environment. I
am delighted to be joining a team as strong as Kirkland & Ellis.
I look forward to helping expand Kirkland's mergers and
acquisitions practice. I have tremendous respect and affection
for my colleagues at Fried Frank, where I had the opportunity to
work for more than 30 years with some outstanding lawyers."

A leading practitioner in the merger and acquisitions arena,
Fraidin joined Fried Frank in 1964 and became a partner in 1971.
His practice includes the representation of major companies and
investment groups, acquisitions, proxy contests and the
representation of special committees and boards of directors
regarding corporate governance and other matters. Mr. Fraidin
has represented Forstmann Little & Co. since the creation of its
leveraged buyout funds in a series of negotiated acquisitions
and dispositions involving more than $30 billion, including its
acquisition of Citadel Communications Corp. He has also advised
clients on numerous transactions including the following:
Procter & Gamble Co. in a number of multibillion-dollar
acquisitions; Northrop Grumman Corporation in its contested
acquisition of Newport News Shipbuilding Inc.; and Gulfstream
Aerospace Corporation in its merger with General Dynamics.

Mr. Fraidin has been a member of the board of directors, and he
has also served as chairman of the Lawyers' Division of UJA-
Federation of New York. He is the 2002 recipient of the UJA's
Joseph M. Proskauer Award. Mr. Fraidin is a member of the Board
of Advisors of the Yale Law School Center for the Study of
Corporate Law, and he has been a Visiting Lecturer at Yale Law
School since 1987, teaching a course on "The Law and Economics
of Corporate Control." He is also a member of the National
Advisory Board, and Board of Directors of the Children's
Scholarship Fund. Mr. Fraidin received his LLB from Yale Law
School and his AB from Tufts University.

Mr. Fraidin is the author or co-author of a number of
publications, including the following: "Toward Unlocking
Lockups," co-authored with Jon D. Hanson, Yale Law Journal, May
1994; "Duties to Bondholders in Recapitalization and
Restructurings," co-authored with Faith Stevelman, Practising
Law Institute's 23rd Annual Institute on Securities Regulation,
November 1991; and "The Just Say No Defense," co-authored with
Robert Lloyd Snyder, May 1990.

Kirkland & Ellis is a 900-attorney law firm representing global
clients in complex corporate, insolvency and bankruptcy,
litigation, and intellectual property matters. The Firm has
offices in New York, Chicago, Los Angeles, London, San Francisco
and Washington.


* Meetings, Conferences and Seminars
------------------------------------
April 28-29, 2003
   AMERICAN CONFERENCE INSTITUTE
      Credit Derivatives
         Waldorf Astoria, New York
            Contact: 1-888-224-2480 or 1-877-927-1563
                         http://www.americanconference.com

April 29, 2003
   NEW YORK INSTITUTE OF CREDIT
      Corporate Governance Luncheon
         Contact: 212-629-8686; fax 212-629-7788;
            info@nyic.org

May 1-3, 2003
   ALI-ABA
      Chapter 11 Business Organizations
         New Orleans
            Contact: 1-800-CLE-NEWS or http://www.ali-aba.org

May 8-10, 2003
   ALI-ABA
      Fundamentals of Bankruptcy Law
         Seattle
            Contact: 1-800-CLE-NEWS or http://www.ali-aba.org

May 14, 2003
   NEW YORK INSTITUTE OF CREDIT
      Factoring Panel Luncheon
         Contact: 212-629-8686; fax 212-629-7788;
            info@nyic.org

June 4, 2003
   NEW YORK INSTITUTE OF CREDIT
      24th Credit Smorgasbord
         Contact: 212-629-8686; fax 212-629-7788;
            info@nyic.org

June 19-20, 2003
   RENAISSANCE AMERICAN MANAGEMENT, INC. & BEARD GROUP
      Corporate Reorganizations: Successful Strategies for
        Restructuring Troubled Companies
           The Fairmont Hotel Chicago
              Contact: 1-800-726-2524 or fax 903-592-5168 or
                       ram@ballistic.com

June 26-29, 2003
   NORTON INSTITUTES ON BANKRUPTCY LAW
      Western Mountains, Advanced Bankruptcy Law
         Jackson Lake Lodge, Jackson Hole, Wyoming
            Contact: 1-770-535-7722
                         or http://www.nortoninstitutes.org

July 10-12, 2003
   ALI-ABA
      Partnerships, LLCs, and LLPs: Uniform Acts, Taxation,
         Drafting, Securities, and Bankruptcy
            Eldorado Hotel, Santa Fe, New Mexico
               Contact: 1-800-CLE-NEWS or http://www.ali-aba.org

December 3-7, 2003
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         La Quinta, La Quinta, California
            Contact: 1-703-739-0800 or http://www.abiworld.org

April 15-18, 2004
   AMERICAN BANKRUPTCY INSTITUTE
      Annual Spring Meeting
         J.W. Marriott, Washington, D.C.
            Contact: 1-703-739-0800 or http://www.abiworld.org

December 2-4, 2004
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Marriott's Camelback Inn, Scottsdale, AZ
            Contact: 1-703-739-0800 or http://www.abiworld.org

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday.  Submissions via
e-mail to conferences@bankrupt.com are encouraged.

                          *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices
are obtained by TCR editors from a variety of outside sources
during the prior week we think are reliable.  Those sources may
not, however, be complete or accurate.  The Monday Bond Pricing
table is compiled on the Friday prior to publication.  Prices
reported are not intended to reflect actual trades.  Prices for
actual trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy
or sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies
with insolvent balance sheets whose shares trade higher than $3
per share in public markets.  At first glance, this list may
look like the definitive compilation of stocks that are ideal to
sell short.  Don't be fooled.  Assets, for example, reported at
historical cost net of depreciation may understate the true
value of a firm's assets.  A company may establish reserves on
its balance sheet for liabilities that may never materialize.
The prices at which equity securities trade in public market are
determined by more than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged. Send announcements to
conferences@bankrupt.com.

Bond pricing, appearing in each Thursday's edition of the TCR,
is provided by DebtTraders in New York. DebtTraders is a
specialist in global high yield securities, providing clients
unparalleled services in the identification, assessment, and
sourcing of attractive high yield debt investments. For more
information on institutional services, contact Scott Johnson at
1-212-247-5300. To view our research and find out about private
client accounts, contact Peter Fitzpatrick at 1-212-247-3800.
Real-time pricing available at http://www.debttraders.com/

Each Friday's edition of the TCR includes a review about a book
of interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911. For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                          *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published by
Bankruptcy Creditors' Service, Inc., Trenton, NJ USA, and Beard
Group, Inc., Washington, DC USA. Yvonne L. Metzler, Bernadette
C. de Roda, Donnabel C. Salcedo, Ronald P. Villavelez and Peter
A. Chapman, Editors.

Copyright 2003.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without
prior written permission of the publishers.  Information
contained herein is obtained from sources believed to be
reliable, but is not guaranteed.

The TCR subscription rate is $675 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.

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