TCR_Public/030417.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

             Thursday, April 17, 2003, Vol. 7, No. 76

                          Headlines

ADELPHIA COMMS: Asks Court to Approve Employment Agreement Forms
AEGIS COMMS: Dec. 31 Balance Sheet Upside-Down by $45 Million
ALLIED DEVICES: Will Cease Operations and Commence Wind-Down
ALPHARMA INC: Selling $220M of Senior Notes in Private Placement
AMERICAN AIRLINES: Don Carty Lauds Employees for Ratifying Pacts

AMERICAN AIRLINES: S&P Keeping Watch Pending Employee Vote
AMERICAN AIRLINES: Pilots Ratify Tentative Labor Agreement
ANC RENTAL: Settles Spin-Off-Related Claims with AutoNation
ANC RENTAL: Court Okays Lazard Frere's Engagment as Inv. Banker
AQUILA INC: Posts $980-Mill. Net Loss on $411-Mill. in Sales

ARMSTRONG: AWI Keeps Plan Filing Exclusivity Until October 3
ASIA GLOBAL CROSSING: Plan Exclusivity Intact through May 1
AT&T LATIN AMERICA: Patterson Files Involuntary Ch. 11 Petition
AT&T LATIN AMERICA: Chapter 11 Involuntary Case Summary
BALLANTRAE HEALTHCARE: Section 341(a) Meeting Slated for May 7

BETHLEHEM STEEL: Expects ISG Asset Sale Hearing on Tuesday
BURLINGTON: Court OKs Modified Bidding Procedures for Asset Sale
CHILDTIME LEARNING: Commences 15% Notes Offering to Shareholders
CLAIMSNET.COM: Negotiates Debt Settlement Pact with Creditors
CLARION TECHNOLOGIES: Dec. 28 Net Capital Deficit Widens to $48M

CONSECO FINANCE: S&P Drops Various Related Trust Ratings to D
CONSECO FINANCE: Enters Settlement Pacts with Real Estate Firms
CONSECO INC: Files 2002 Annual Report on Form 10-K
CONSECO INC: Balks at General Electric Capital's $9 Mill. Claim
DIVERSIFIED ASSET: S&P Downgrades Class B-1L Rating to BB+

DLJ MORTGAGE: S&P Affirms Series 1996-CF2 Class B-4 Rating at BB
D.R. HORTON: Fitch Assigns BB+ Rating to $200MM 6.875% Sr. Notes
EAGLE FOOD: Wants Okay to Employ Ordinary Course Professionals
EDITING CONCEPTS: Hires to Tap Reisman Peirez as Attorneys
ELWOOD ENERGY LLC: S&P Keeps BB Rating on Watch Negative

ENRON CORP: EPMI Sues Luzenac America to Recoup $6.8MM Property
ERIK LIGHTING: Case Summary & 20 Largest Unsecured Creditors
E.SPIRE COMMS: Court Appoints Gary Sietz as Chapter 11 Trustee
EXIDE TECH.: 3rd Exclusivity Extension Hearing Set for Tuesday
FLEMING COMPANIES: Continuing Use of Existing Bank Accounts

GENERAL DATACOMM: Wants to Extend Exclusivity through June 30
GENTEK: Court Okays Parkowski & Guerke's Engagement as Counsel
GILAT SATELLITE: Dec. 31 Balance Sheet Insolvency Tops $173 Mil.
GLOBAL CROSSING: Wants Clearance for Bitro Settlement Agreement
GLOBE METALLURGICAL: Employing Ordinary Course Professionals

GOODYEAR TIRE: Will Publish First Quarter Results by Month-End
GRAHAM PACKAGING: Completes Sale of German Unit to Serioplast
HARBOUR ENTERTAINMENT: Illegal Insurance Operation is Shut Down
INTEGRATED HEALTH: Settles Claims Dispute with Richard Masso
INTERLIANT INC: Inks Pact to Sell Assets & Business to Pequot

KAISER ALUMINUM: Wants Nod to Hire Goodmans as Canadian Counsel
KMART CORP: Has Until May 31 to Make Lease-Related Decisions
LEAP WIRELESS: Net Capital Deficit Stands at $297MM at Dec. 31
LEVI STRAUSS: Denies Allegations in Wrongful Termination Case
LODGENET ENTERTAINMENT: Annual Shareholders' Meeting on May 14

MANUFACTURED HOUSING: S&P Cuts 2 Class I Note Ratings to BB/CCC
MIDLAND STEEL: Brings-In J.J. Kokal as Restructuring Consultants
MISSISSIPPI CHEMICAL: Acquires Shares & Assets of Melamine Chem.
MOODY'S CORP: Will Publish First Quarter Results on Tuesday
NORD PACIFIC LIMITED: Shoos-Away KPMG as Company's Accountants

ON SEMICONDUCTOR: Annual Shareholders' Meeting Slated for May 21
PARK PLACE: Fitch Rates Proposed $300-Mill. Senior Notes at BB+
PERSONNEL GROUP: Consummates Comprehensive Fin'l Workout Efforts
PRUDENTIAL STRUCTURED: Fitch Cuts 4 Low-B Class B Note Ratings
QWEST: Gets Regulatory Nod to Re-Enter L-D Business in 3 States

RAINIER CBO: Fitch Drops Ratings on Classes B-1L & B-2 to B+/B-
RECOTON CORP: Signs-Up BSI as Court Claims and Balloting Agent
SPIEGEL: Wins Nod for Partial Relief from Permanent Injunction
SPIEGEL INC: Seeking Court Injunction against Utility Companies
STARGATE.NET INC: Case Summary & Largest Unsecured Creditors

STRONGHOLD TECHNOLOGY: Year 2002 Net Loss Double to $5 Million
SUSQUEHANNA MEDIA: S&P Assigns B Rating to $100M Sr. Sub. Notes
TENNECO AUTOMOTIVE: David G. Gabriel Stepping Down as SVP & GM
TEXAS GAS: Loews Acquisition Spurs Fitch's Watch Status Revision
THERMADYNE HOLDINGS: Outlines Terms of Proposed Amended Plan

UNITED AIRLINES: Plan Filing Exclusivity Stretched to October 6
U.S. TIMBERLANDS: Reports Improved EBITDA in 4th Quarter 2002
US UNWIRED INC: S&P Concerned About Dwindling Liquidity
VANGUARDE ASSET: Illegal Insurance Operation is Shut Down
WESTAR ENERGY: Doug Henry Returns to Lead Power Delivery Ops.

WILLIAMS COMPANIES: Names Donald Chappel as Chief Fin'l Officer
WILSONS LEATHER: Lender Group Waives Defaults Under Credit Pact
WINSTAR COMMS: Chapter 7 Trustee Hires Ciardi as Special Counsel
WOMEN FIRST: Inks Debt Restructuring Agreement with Noteholders
WORLD DIAGNOSTICS: Assets Sold in Foreclosure Sale

WORLDCOM INC: Detailed Review of Proposed Chapter 11 Plan
ZI CORPORATION: Recurring Losses Raise Going Concern Doubt

* Karen B. Shaer Named General Counsel for Garden City Group

* DebtTraders' Real-Time Bond Pricing

                          *********

ADELPHIA COMMS: Asks Court to Approve Employment Agreement Forms
----------------------------------------------------------------
To implement the ongoing initiative to attract and retain highly
qualified and motivated employees to assist them through the
reorganization process and beyond, the Adelphia Communications
Debtors ask Judge Gerber to approve the form of certain
employment agreements, authorize them to implement a performance
retention plan, and approve the form of indemnification
agreement for the future directors.

                  The Employment Agreements

Shelley C. Chapman, Esq., at Willkie Farr & Gallagher, in New
York, informs the Court that the Debtors, in consultation with
their advisors, have determined to use two forms of employment
agreements.  The first form of agreement will be used by the
Debtors for senior executive positions, including executive vice
presidents, senior vice presidents, heads of business divisions,
general counsel, and similar positions.  The other form of
agreement will be used for non-senior executive positions,
including mid-level managers and directors.

The Debtors believe that the general terms and provisions of the
Senior Management Agreement and the Management Agreement are
customary or comparable to those offered to similarly situated
management employees of companies comparable in size and
complexity to the Debtors.  The Employment Agreements generally
provide for:

    A. the term of the employment;

    B. a Base Salary;

    C. an Annual Bonus;

    D. participation in the PRP;

    E. the reasons and procedures by which employment may be
       terminated;

    F. participation in applicable employee benefit plans;

    G. non-solicitation and confidentiality provisions;

    H. non-competition provisions; and

    I. a provision requiring this Court to hear and decide any
       dispute relating to the Employment Agreements, prior to
       the consummation of a plan of reorganization in the
       Debtors' cases.

According to Ms. Chapman, the forms of Employment Agreements do
not contain specific compensation amounts for the Base Salary,
Annual Bonus, PRP participation or weeks of vacation to be
provided to each prospective employee.  These amounts will be
negotiated on an individual basis with each prospective employee
and will be comparable to the terms offered by the Debtors'
competitors.

                The Performance Retention Plan

The Performance Retention Plan covers up to 125 management
employees, including Executive Vice Presidents, Senior Vice
Presidents, Vice Presidents, and Directors.  Employees holding
these positions will be notified by the Debtors in writing of
their eligibility to participate in the PRP and their level of
participation.  The compensation to be provided under the PRP
will include cash awards and, after emergence from bankruptcy
protection, restricted stock.

Ms. Chapman states that each Performance Retention Plan
participant will be eligible for an annual target Award, based
on the Participant's Base Salary, job title and
responsibilities. Target awards range from 25% to 200% of a
Participant's Base Salary.  The amount of the Award that a
Participant actually receives for each PRP year will be
dependent on the percentage of the EBITDAR Target achieved by
the Debtors for that year.  The amount of the Award is
calculated by multiplying the Participant's target Award by the
percentage of the EBITDAR Target for each Performance Retention
Plan year.  The EBITDAR Target percentages range from 10% -- for
a PRP year where the Debtors achieve 91% of the EBITDAR Target,
to 200% -- for a PRP year where the Debtors achieve 110% of the
EBITDAR Target.  No Awards will be payable in respect of a PRP
year where the Debtors achieve less than 91% of the EBITDAR
Target.

Ms. Chapman relates that the Award granted to a Participant for
the PRP year during which the Participant first commences
participation in the PRP will vest on a monthly basis in 36
equal monthly installments commencing one year after the
Participant begins participation in the PRP.  Thereafter, Awards
will vest in 36 equal monthly installments as of January 31 of
the year immediately following the PRP year with respect to
which the Award was granted.

Generally, after the Consummation of Restructuring, Ms. Chapman
reports that the portion of each Award that is vested will be
paid in cash, in a lump sum, on the date of the Consummation of
Restructuring, except that Awards that are less than 25% vested
as of the Consummation of Restructuring will become 25% vested
and paid in cash.  The aggregate value of the unvested portion
of Awards granted to a Participant will be payable in the form
of restricted stock of the reorganized Debtors and will vest in
two equal annual installments on each of the first and second
anniversaries of the date of Consummation of the Restructuring.
In the event that the Consummation of the Restructuring does not
occur on or before the second anniversary of the date on which a
Participant's Award is granted, 50% of the portion of the Award
which is vested will be paid in cash on this date, and the
balance of the vested portion of the Award will be paid in cash
on the date of Consummation of the Restructuring.  The unvested
portion of the Award will be paid in the form of restricted
stock of the reorganized Debtors.

Although the Debtors estimate that the aggregate cost of all
Awards for the maximum number of plan participants would be
about $17,000,000 per PRP year, the Debtors estimate that the
PRP for 2003 will be $3,000,000 and $6,500,000 for 2004.

            The Director Indemnification Agreement

The Debtors also seek approval of the form of Indemnification
Agreement for future members of their board of directors.  While
the Debtors do not yet know the identity of these directors, the
Debtors seek advance approval of the form of Indemnification
Agreement in order to:

     (i) attract qualified directors that otherwise may be
         concerned about the exposure attendant to the position;
         and

    (ii) expedite the nomination and approval of qualified
         candidates.

Pursuant to the Indemnification Agreement, Ms. Chapman explains
that the Debtors will agree to indemnify future directors to the
fullest extent permitted by law against all expenses, judgments,
fines and amounts paid in settlement actually and reasonably
incurred in connection with any action to which the new
directors are a party.  Moreover, the Indemnification Agreement
provides that the Debtors will advance all expenses incurred by
future directors in connection with the investigation, defense,
settlement or appeal of any a civil or criminal action or
proceeding.  Notably, on October 22, 2002 and February 19, 2003,
this Court approved the exact language of the Indemnification
Agreement in connection with the Debtors' motions to approve
indemnification agreements with three of the Debtors' current
directors, namely Messrs. Anthony Kronman, Rodney Cornelius and
William Schleyer.  The business judgment that supported the
indemnification agreements in those three instances is equally
sound in the present context.  Accordingly, this Court should
prospectively authorize the Debtors to enter into an agreement
substantially in the form of the Indemnification Agreement with
each future director who is selected to serve on the Debtors'
board of directors.

Ms. Chapman contends that the Debtors' ability to successfully
reorganize and emerge from the Chapter 11 process will be
largely dependent on the efforts of their employees in
furtherance of the restructuring process.  Approval of the forms
of Employment Agreements and the form of the Indemnification
Agreement, and granting the Debtors authority to implement the
PRP will give the Debtors the tools they need to put into place
the talent needed to help effectuate a successful
reorganization.  Moreover, the Employment Agreements, the
Indemnification Agreement and the implementation of the PRP
represents a valid exercise of the Debtors' sound business
judgment.  The Debtors submit that approval of the forms of
Employment Agreements, the form of the Indemnification
Agreement, and the PRP are essential to the preservation and
maximization of the value of their assets. (Adelphia Bankruptcy
News, Issue No. 32; Bankruptcy Creditors' Service, Inc.,
609/392-0900)


AEGIS COMMS: Dec. 31 Balance Sheet Upside-Down by $45 Million
-------------------------------------------------------------
Aegis Communications Group, Inc. (OTC Bulletin Board: AGIS), a
leading provider of multi-channel customer relationship
management to Fortune 1000 and progressive companies, reported
its results for the quarter and year ended December 31, 2002.

                          REVENUES

Fourth quarter 2002 revenues from continuing operations were
$33.3 million as compared to $49.7 million for the same period
last year, but were $4.3 million, or 14.8% better than 2002
third quarter revenues of $29.0 million. For the year ended
December 31, 2002 revenues from continuing operations were
$135.9 million versus $214.4 million in the prior year, a
decline of $78.5 million, or 36.6%. The decline in revenues
versus the quarter and year ended December 31, 2001 was centered
principally in three large clients, each of whom reduced volumes
year over year. New programs and expansion of work from existing
clients in the telecommunications, financial services and cable
communications industries was primarily responsible for the
improved revenues from the third to fourth quarter 2002.

                      OPERATING LOSS

Operating loss for the fourth quarter of 2002 was $2.5 million
as compared to operating losses of $4.9 million in the third
quarter of 2002 and $0.5 million in the prior year fourth
quarter. For the year ended December 31, 2002, the Company
incurred an operating loss of $14.6 million while generating
operating income of $0.8 million in 2001. The decline in
operating performance over the quarterly and annual comparative
periods is primarily attributable to the decline in revenue
referred to above, partially offset by reduced cost of services
and selling, general and administrative expenses.

"In general, 2002 was a difficult year due to the significant
pressures placed on our revenues. Based on the anticipated
impact on our revenue run rate from work lost in 2001, we
expected to hit the low point in both revenue and earnings in
the middle of 2002. Our historical revenue concentration in two
large telecommunications clients made us especially susceptible
in an economic downturn. We are not satisfied with our financial
performance, and continue to focus on improving the fundamentals
of our business," stated Mr. Herman M. Schwarz, President and
Chief Executive Officer.

"From the day I assumed this position, I have emphasized the
need for Aegis to re-establish our market position and to
improve our client relationships," continued Schwarz. "The focus
on sales and marketing initiatives, plus the renewed investment
in our client service organization made earlier in 2002, clearly
resulted in improved revenue and earnings performance from third
to fourth quarter. I am pleased that we have begun to experience
positive financial trends from our efforts to diversify,
stabilize and strengthen our revenue base. During 2002, we also
continued to eliminate costs and minimize outstanding bank debt
in a manner that did not negatively impact client service, but
provided a stronger margin foundation for future revenue growth.
I am proud of the people in our organization who have made
personal sacrifices and worked hard to improve the outlook for
the company."

                           NET LOSS

The Company incurred a net loss available to common shareholders
of $5.3 million, or $0.10 per common share, for the quarter
ended December 31, 2002. During the prior year comparable
quarter, the Company incurred a net loss available to common
shareholders of approximately $8.7 million, or $0.16 per common
share. For the year ended December 31, 2002 the Company
generated a net loss available to common shareholders of $70.8
million, or $1.35 per common share, as compared to $16.9 million
or $0.32 per common share for the year ended December 31, 2001.

Revenue Mix. Together, inbound CRM and non-voice & other
revenues represented 79.9% of the Company's revenues in the
fourth quarter of 2002 versus 81.3% in the fourth quarter of
2001. Outbound CRM revenues accounted for 20.1% of total
revenues for the three months ended December 31, 2002 as
compared to 18.7% in the comparable prior year period.

Cost of Services. For the quarter ended December 31, 2002, cost
of services decreased by approximately $9.7 million, or 29.1%,
to $23.5 million versus the quarter ended December 31, 2001.
Cost of services as a percentage of revenues for the quarter
ended December 31, 2002 increased to 70.6%, from 66.8% during
the comparable prior year period. The reduction in direct labor
costs in recognition of increased downward pressure on revenues,
is primarily responsible for the reduction in cost of services.
The increase in cost of services as a percentage of revenues is
primarily attributable to call center overhead costs, which,
because of their generally fixed nature, were reduced by a
lesser degree than the general decline in revenue. For the year
ended December 31, 2002 cost of services dropped $48.2 million
to $93.5 million compared to 2001. As a percentage of sales,
cost of services rose slightly over the same period, from 66.1%
to 68.8%.

Selling, General and Administrative. Selling, general and
administrative expenses were reduced 28.9% to $9.0 million in
the quarter ended December 31, 2002 versus $12.6 million the
prior year fourth quarter. As a percentage of revenue, selling,
general and administrative expenses for the quarter ended
December 31, 2002 were 26.9% as compared to 25.4% for the prior
year period. For the year ended December 31, 2002, selling,
general and administrative expenses were $43.1 million, or 31.7%
of revenues versus $55.5 million, or 25.9% of revenues for the
year ended December 31, 2001. The reduction in selling, general
and administrative expenses over the three and twelve months
ended December 31, 2002 is primarily attributable to the
Company's on-going cost optimization efforts that centered
around reducing labor and associated employee benefit costs, and
reducing occupancy costs.

Depreciation and Amortization. Depreciation and amortization
expenses, excluding acquisition goodwill amortization, decreased
$0.4 million, or 10.5% in the quarter ended December 31, 2002 as
compared to the quarter ended December 31, 2001. As a percentage
of revenue, depreciation and amortization expenses were 10.2% in
the quarter ended December 31, 2002 versus 7.6% in the quarter
ended December 31, 2001. For the years ended December 31, 2002
and 2001, respectively, depreciation and amortization expenses
were $13.0 million, or 9.6% of revenues and $14.0 million, or
6.5% of revenues. In accordance with Statement of Financial
Accounting Standard No.142 "Goodwill and Other Intangible
Assets" ("SFAS 142"), beginning January 1, 2002, the Company no
longer amortizes goodwill resulting from acquisitions.
Acquisition goodwill amortization of approximately $0.6 million,
or $0.01 per common share and $2.4 million, or $0.04 per common
share was taken in the three months and year ended December 31,
2001.

Restructuring Charges. The Company recorded $0.9 million in
restructuring charges in the second quarter of 2002, related to
the closing of its Atlanta call center. Included in the
restructuring charges was $0.8 million in non- cancelable lease
costs, including costs associated with the future payment of an
early buy out, as provided in the lease. The remainder of the
charges related primarily to the removal from operations and or
disposal of certain leasehold improvements, equipment, furniture
and fixtures. No additional restructuring charges were incurred
during the quarter ended December 31, 2002.

Income Tax Provision. The Company has not provided an income tax
benefit to the operating losses incurred during the quarter and
year ended December 31, 2002, as such benefit would exceed the
projected realizable deferred tax asset.

Income (loss) from Discontinued Operations. As reported
previously, on April 12, 2002, the Company completed the sale of
assets of Elrick & Lavidge, its marketing research division, to
Taylor Nelson Sofres Operations, Inc., a wholly-owned subsidiary
of United Kingdom based Taylor Nelson Sofres plc. The Company
recognized a gain on disposal of the segment of $8.3 million,
which was reported in its second quarter results. Elrick &
Lavidge's revenues, reported in discontinued operations, for the
three months ended December 31, 2001 were $6.3 million. Revenues
reported in discontinued operations for the years ended December
31, 2001 and 2002 were $22.9 million and $6.2 million,
respectively.

Change in Accounting Principle. In connection with the adoption
of SFAS 142, the Company completed the transitional goodwill
impairment test during the quarter ended September 30, 2002. A
third party engaged by the Company performed the valuation. As a
result of the performance of the impairment test, the Company
concluded that goodwill was impaired, and accordingly,
recognized a goodwill impairment loss of $43.4 million. The non-
cash impairment charge was reported as a cumulative effect of an
accounting change retroactive to January 1, 2002, in accordance
with the provisions of SFAS 142. The goodwill impaired was
related to prior acquisitions for which the perceived
incremental value at time of acquisition did not materialize.

Cash and liquidity. Cash and cash equivalents at December 31,
2002 and 2001 were $1.6 million and $1.1 million respectively,
while working capital totaled $4.8 million and $14.4 million.
Availability under the Company's revolving line of credit was
$9.7 million at December 31, 2002. Outstanding bank borrowings
under the line of credit at December 31, 2002 were $5.9 million
as compared to $13.8 million at December 31, 2001.

The Company's revolving line of credit agreement, which was due
to mature in June 2003 was amended on April 14, 2003. The credit
facility now expires on April 16, 2004. Subordinated debt
instruments held by certain shareholders, which were due to
mature in 2003, were also amended on April 14, 2003, and now
mature on April 17, 2004 or later. At December 31, 2002, the
Company was in compliance with all loan covenants. However,
based on the trailing twelve-month covenants for the period
ended March 31, 2003, the Company was in default of certain
covenants under the revolving line of credit agreement. Such
covenants, however, were waived under the new amended agreement.

"As we announced in an earlier release, we delayed filing our
2002 Form 10-K to allow our auditors, BDO Seidman, to complete
audit work on previous years and to continue our negotiations
regarding our expiring credit facility. I appreciate the
patience of our investors as we worked to finalize these issues.
Our audit went well, and I am extremely pleased that we have
successfully extended the maturity of our debt to allow us to
work to secure a more permanent source of financing later in the
year. Again, we were able to achieve this result due to the
contributions of all of our stakeholders, but most importantly,
our associates," commented Mr. Schwarz.

At December 31, 2002, the Company's balance sheet shows a total
shareholders' equity deficit of about $45 million.

Aegis Communications Group, Inc. provides multi-channel customer
relationship management and marketing services, including
customer acquisition and retention programs, database
management, analytical services and market intelligence. Aegis'
services are provided to a blue chip, multinational client
portfolio through a network of client service centers employing
approximately 4,500 people and utilizing over 5,200 production
workstations. Further information regarding Aegis and its
services can be found on its Web site at
http://www.aegiscomgroup.com


ALLIED DEVICES: Will Cease Operations and Commence Wind-Down
------------------------------------------------------------
Allied Devices Corporation (ALDVQ.PK) filed for protection from
creditors under Chapter 11 of the Bankruptcy Code on February
19, 2003.

The Court approved a consent stipulation between the Company and
its secured lenders which permitted the Company to operate while
it sought a sale of the Company, as a going concern, in part or
in whole. Although the Company received many inquiries, no one
has emerged as a buyer for the Company as a going concern.

As a result, the Company will cease operations, complete an
orderly wind down, and liquidate its assets. An auction sale of
assets, which are subject to the liens of secured creditors, is
to be held in the Bankruptcy Court at noon on April 28, 2003.
All proceeds from this auction sale will be distributed to the
creditors secured by such assets. Since the estimated auction
value of the assets to be sold is insufficient to satisfy the
secured creditors' claims, neither unsecured creditors nor
common stockholders of the Company will receive any of the
proceeds.

On March 20, 2003, BDO Seidman, LLP declined to continue as
auditors of the Company. Since the Company is winding down, no
new auditors will be engaged.


ALPHARMA INC: Selling $220M of Senior Notes in Private Placement
----------------------------------------------------------------
Alpharma Inc. (NYSE: ALO), a leading global specialty
pharmaceutical company, is proposing to offer in a private
placement up to $220,000,000 aggregate principal amount of
Senior Notes due 2011.

The proceeds of the offering, together with funds available from
other sources, will be used to repay existing subordinated notes
of its wholly owned subsidiary, Alpharma Operating Corporation,
and to pay related fees and expenses.

The Senior Notes due 2011 have not been registered under the
United States Securities Act of 1933 and may not be offered or
sold in the United States absent registration or an applicable
exemption from registration requirements. The issuance of the
Senior Notes has been structured to allow secondary market
trading under Rule 144A under the Securities Act of 1933.

Alpharma Inc. (NYSE: ALO) is a growing specialty pharmaceutical
company with expanding global leadership positions in products
for humans and animals. Uniquely positioned to expand
internationally, Alpharma is presently active in more than 60
countries. Alpharma is the #5 manufacturer of generic
pharmaceutical products in the U.S., offering solid, liquid and
topical pharmaceuticals. It is also one of the largest
manufacturers of generic solid dose pharmaceuticals in Europe,
with a growing presence in Southeast Asia. Alpharma is among the
world's leading producers of several important pharmaceutical-
grade bulk antibiotics and is internationally recognized as a
leading provider of pharmaceutical products for poultry, swine,
cattle, and vaccines for farmed-fish worldwide.

As previously reported, Standard & Poor's Ratings Services
affirmed its 'BB-' corporate credit and senior secured debt
ratings on pharmaceutical company Alpharma Inc., as well as the
company's 'B' subordinated debt rating.  At the same time,
Standard & Poor's affirmed its 'BB-' corporate credit and 'B'
subordinated debt ratings on subsidiary Alpharma Operating Corp.


AMERICAN AIRLINES: Don Carty Lauds Employees for Ratifying Pacts
----------------------------------------------------------------
AMR (NYSE: AMR) Chairman Don Carty expressed his gratitude to
the employees of American Airlines and their union leadership
for ratifying ground-breaking agreements to achieve $1.8 billion
in annual employee cost savings.

American's unionized employee groups rallied to ratify
consensual agreements reached just two weeks ago with the Allied
Pilots Association, the Association of Professional Flight
Attendants and the Transport Workers Union.

"This development is unprecedented in the history of the U.S.
airline industry," Carty said, heralding ratification votes to
approve the restructured contracts, "and I am enormously proud
of our employees."

"These votes clearly demonstrate our employees' dedication and
commitment to creating a secure future for American Airlines and
its people," he added.

Carty also thanked union leaders for agreeing to accelerate the
ratification process from the standard 30 days to two weeks, and
credited all three unions for working together to overcome last-
minute issues with the APFA's balloting process and urging the
extension of voting for flight attendants.

"This has been a race against the clock," Carty said. "My thanks
go to the union leadership and to all our employees who
recognized the urgency of our financial crisis and rose to meet
the challenge."

Commenting on the fact that the company had made millions of
dollars in loan repayments to allow the extension, Carty said
American's employees had proved that the risk was worth taking.

"I'll bank on the employees of American Airlines any day," Carty
said. "I believed it was important to make an investment in the
future of this company, just as our employees have made a
significant investment themselves. [Wednes]day I have even more
confidence that, by continuing to work together, we can make our
investment pay off."

Carty and AMR President and COO Gerard Arpey said ratification
of the labor agreements is a significant step toward helping the
company in its efforts to restructure costs on its own. In
addition, the company continues its work to secure
accommodations from its lenders and suppliers.

"[Wednes]day was an important step in our ability to transition
to the 21st century as a new airline in a new era. With the help
of our employees -- our greatest asset -- we will take on the
competition, and work together to succeed," Carty and Arpey
said.

But the company cautioned that even with ratification of the
agreements, American's financial condition is weak and its
prospects remain uncertain.

Carty warned that the company is not yet "out of the woods," and
"that given the hostile financial and business environment we
find ourselves in and its inherent risks the success of our
efforts is not assured."

The accords with the three unions are far reaching and touch on
nearly every aspect of pay, benefits and work rules.

The company has also announced changes to pay, benefits and work
rules for all non-union employees, including agents,
representatives, planners, support staff and management.

The cost savings were divided by work group as follows:

-- Pilots: $660 million

-- Flight attendants: $340 million

-- TWU Represented employees: $620 million

-- Agents, representatives and planners: $80 million

-- Management and support staff: $100 million

Carty, who said the restructuring effort is based on a model of
"shared sacrifice," took a 33 percent base pay cut, declined a
bonus for the third consecutive year, and participated in other
changes that significantly reduced the value of compensation for
senior officers.

"These are difficult times for the company and our people,"
Carty said. "Rest assured that I would not ask for these
sacrifices if I weren't convinced that they were absolutely
necessary. The company recently announced a new profit sharing
and stock option program that will allow employees to benefit
from the company's eventual recovery.

"Working together, we have made hard choices, but they are
choices that are ultimately in the best interest of American
Airlines and its employees," Carty said.


AMERICAN AIRLINES: S&P Keeping Watch Pending Employee Vote
----------------------------------------------------------
Standard & Poor's Ratings Services said that its 'CCC' corporate
credit ratings on American Airlines Inc. and on its parent
company, AMR Corp., remain on CreditWatch with developing
implications. American said that its pilots and two labor
groups represented by the Transport Workers Union had approved
concessionary contracts, while the flight attendants narrowly
rejected their proposed contract but will be permitted to cast
new ballots through 5PM CDT April 16, 2003.

"The inconclusive results of American's labor votes leaves the
airline's future still in doubt, but the precedent of pilots and
ground employees approving their concessions may swing enough
votes to change the flight attendants' outcome in a supplemental
vote," said Standard & Poor's credit analyst Philip Baggaley.
"If ratified by all labor groups, the concessionary contracts
would significantly improve American's operating cost structure
and narrow losses, though the airline would continue to bear a
heavy debt burden and face a weak revenue environment," the
credit analyst continued.


AMERICAN AIRLINES: Pilots Ratify Tentative Labor Agreement
----------------------------------------------------------
The Allied Pilots Association, collective bargaining agent for
the 13,500 pilots of American Airlines (NYSE: AMR), released the
following statement regarding the union membership's
ratification of an agreement with American Airlines management:

"With 95 percent of eligible pilots voting, the membership of
the Allied Pilots Association has ratified the agreement with
American Airlines management concerning cost savings by a margin
of 69 percent," said Captain John Darrah, APA President. "Of
those casting a vote, 6,998 of our pilots voted for the
agreement, and 3,136 voted against it.

"We recognize that the past several weeks have been tremendously
difficult for our pilots, and I would like to thank them for
their willingness to contribute to the recovery of American
Airlines through their participation in the ratification
process. Clearly, the gut-wrenching decision our pilots have had
to make will have a major impact on their lives in terms of
additional furloughs, pay cuts and retirement savings. That
said, I commend our pilots for taking this courageous step--one
that will hopefully allow American Airlines to avoid bankruptcy
and help ensure its long-term viability."

Founded in 1963, APA is headquartered in Fort Worth, Texas.


ANC RENTAL: Settles Spin-Off-Related Claims with AutoNation
-----------------------------------------------------------
AutoNation, Inc. (NYSE: AN), has signed an agreement with ANC
Rental Corporation and the Unsecured Creditors' Committee
appointed in ANC's bankruptcy that resolves potential claims
relating to ANC's bankruptcy, including potential claims arising
out of the spin-off of ANC by AutoNation in 2000. The agreement
is subject to bankruptcy court approval, which the parties will
seek to obtain in early May.

Mike Jackson, AutoNation's Chairman and CEO stated, "This
agreement eliminates uncertainty related to AutoNation's
potential exposure arising due to the bankruptcy of ANC,
including as a result of AutoNation's spin-off of ANC."

The key terms of the settlement include the following.
AutoNation will continue to guarantee certain surety bonds
issued by ANC until December 2006. AutoNation's obligations
under this guarantee are capped at $29.5 million. In addition,
upon ANC's successful exit from bankruptcy, AutoNation will
guarantee an additional $10.5 million of ANC bonds until
December 2006 and, upon a permanent reduction of the guarantees,
AutoNation will pay one-half of the permanent reduction, or up
to $20 million, to a trust established for the benefit of the
unsecured creditors of ANC. ANC and the unsecured creditors will
provide a full release of any potential claims against
AutoNation arising out of the spin-off of ANC, and AutoNation
will release most of the pre-petition claims that it has
asserted in the bankruptcy.

As a result of the settlement, AutoNation's remaining exposure
to ANC is in the estimated range of $20 million to $40 million.
Additional details will be provided with AutoNation's first
quarter earnings release scheduled for April 28, 2003.

AutoNation, Inc., headquartered in Fort Lauderdale, Fla., is
America's largest retailer of both new and used vehicles. Ranked
#93 on the 2002 Fortune 500 survey of America's largest
corporations, AutoNation employs approximately 28,500 people and
owns and operates more than 373 automotive retail franchises in
17 states. For additional information, please visit the "About
AutoNation, Inc." section of http://www.AutoNation.com where
consumers can find more than 92,000 vehicles available for sale,
or visit http://corp.AutoNation.com


ANC RENTAL: Court Okays Lazard Frere's Engagment as Inv. Banker
---------------------------------------------------------------
ANC Rental Corporation and its debtor-affiliates sought and
obtained entry of an order authorizing them to retain and employ
Lazard Freres & Co. as their investment banker to market their
businesses and advise them in connection with any sale of all or
a substantial portion of their businesses.

In light of the size and complexity of these Chapter 11 cases,
ANC Vice President Howard D. Schwartz believes that the Debtors
require the services of an experienced investment banker.
Lazard has considerable experience in assisting and advising
financially distressed companies to maximize the value of their
businesses and assets, specifically including, asset sales,
sales, mergers and other dispositions.  Thus, by reason of
Lazard's expertise and extensive knowledge assisting companies
in distressed situations, the Debtors believe that Lazard is
well qualified to serve as the Debtors' investment banker in
these Chapter 11 cases and that the retention of Lazard is in
the best interests of the Debtors, their estates and their
creditors.

Mr. Schwartz reminds the Court that the Debtors retained Brown
Brothers Harriman & Co. on December 27, 2001, as their
investment bankers.  Mr. Schwartz reports that Brown Bros. has
agreed to modify its engagement by foregoing all fees to which
it would otherwise be entitled in connection with a transaction
involving the Debtors' United States operations in exchange for
a payment of the monthly fee for January and February, 2003, and
a fee of $250,000 in the event that all of the Debtors'
operations are sold, or a fee of $500,000 if the Debtors sell
ANC International. Additionally, Brown Bros. has agreed to work
with the Debtors on the sale of ANC International.  Other than a
$150,000 retainer, Lazard has agreed to work solely on a
contingency basis, with payment to be made only in the event of
a sale or other similar transaction as more clearly defined in
the Engagement Letter. Although Lazard has agreed that they will
market the Debtors' businesses as a whole, they will not receive
a fee from a transaction involving solely the Debtors'
International or Canadian operations.

The Debtors want to retain Lazard as their investment banker in
these Chapter 11 cases because:

  -- Lazard specializes in financial advisory work in corporate
     restructurings and distressed situations, including asset
     sales, mergers and dispositions;

  -- is a recognized leader in the restructuring field due to
     its innovative solutions to complex financial
     restructurings; and

  -- has acquired knowledge and understanding of the Debtors'
     business in the short time they have been working with the
     Debtors.

Pursuant to the terms of the Engagement Letter, Mr. Schwartz
anticipates that Lazard will render investment banking services
to the Debtors until January 10, 2004 in connection with and be
available to evaluate any transaction in which the Debtors are a
participant, including any merger, recapitalization,
reorganization, refinancing, restructuring, divestiture or a
sale of all or a substantial portion of the assets or equity
securities or other interests of the Debtors.  Pursuant to the
terms of the Engagement Letter, any sale of only ANC
International or Canada will not be deemed a Transaction;
provided, however, that these Excluded Businesses will be
included for the purposes of fee computation under paragraph 3
of the Engagement Letter if the Excluded Assets are part of a
Transaction or if the assets are sold, directly or indirectly,
to the buyer in a Transaction.

Pursuant to the terms and conditions of the Engagement Letter,
the Debtors will pay Lazard for its professional services
rendered in these Chapter 11 cases:

    1. a $150,000 retainer fee;

    2. a $150,000 fee if Lazard provides any testimony in this
       Court; and

    3. a $150,000 fee on the earlier of execution of a
       definitive agreement with respect to any Transaction,
       announcement of any Transaction or any plan of
       reorganization which provides for the Transaction.

In addition to these fees, Mr. Schwartz relates that the
Engagement Letter provides that in the event of any Transaction,
Lazard will be entitled to a fee of $2,500,000, plus an amount
equal to 1.5% of Aggregate Value in excess of $350,000,000
payable on the earlier of approval by the Bankruptcy Court of a
Transaction and confirmation of any plan of reorganization by
the Court which provides for the Transaction.  If the Excluded
Assets are not sold to the same buyer or included in the
Transaction, the parties will mutually agree in good faith to an
appropriate pro rata reduction to the Hurdle to take into
account the exclusion of the Excluded Assets.  In the event that
the plan confirmed by the Court consists of only a
reorganization pursuant to which there is no new capital
provided to the Debtors and the current creditors of the Debtors
acquire majority beneficial ownership of the Debtors in
substantially the same proportion as their current interests in
the debt, the fee will be $750,000.

This table illustrates the Transaction Fees that may be paid to
Lazard in the event of a Sale:

             Aggregate Value       Transaction Fee
             ---------------       ---------------
               $ 75,000,000          $ 2,500,000
                200,000,000            2,500,000
                300,000,000            2,500,000
                400,000,000            3,250,000
                500,000,000            4,750,000
                600,000,000            6,250,000
                700,000,000            7,000,000

Moreover, the Engagement Letter provides that the Debtors will
reimburse Lazard for all reasonable out-of-pocket expenses
incurred in connection with Lazard's engagement including travel
and hotel accommodations and reasonable legal fees and expenses
of Lazard's outside legal counsel.

According to Mr. Schwartz, the Debtors or Lazard may terminate
the Engagement Letter and the Debtors' retention of Lazard at
any time without liability or continuing obligation, except that
following a termination or expiration of the agreement, Lazard
will remain entitled to any fees and expenses incurred but not
yet paid prior to the termination or expiration.  In the case of
termination by the Debtors or expiration of the agreement,
Lazard will remain entitled to full payment of all fees
contemplated by the Engagement Letter in respect of any
transaction or plan announced or resulting from negotiations
commenced during the period from the date of the Engagement
Letter until one year following the termination or expiration.

Mr. Schwartz tells the Court that Lazard professionals are
highly skilled in sale, merger and acquisition transactions and
knowledgeable of the industry in which the Debtors operate and
have become familiar with their financial and other affairs in
the short period of time since they began working with the
Debtors.  Additionally, the services of Lazard are necessary to
enable the Debtors to effectively market their businesses for
sale in order to maximize the Debtors' estates and the
distribution to their creditors.

F. Perk Hixon, Lazard's Managing Director, assures the Court
that Lazard:

  A. does not hold or represent an interest adverse to the
     Debtors' estates;

  B. is a "disinterested person" as defined by Sections 1O1(14)
     and used in Section 327(a) of the Bankruptcy Code; and

  C. has no connection with the Debtors, their creditors or
     other parties-in-interest in these cases, their respective
     attorneys and accountants, the United States Trustee, or
     any person employed in the office of the United States
     Trustee.

Out of an abundance of caution, Mr. Hixon discloses that:

  A. Bank of New York is one of the principal lenders on
     Lazard's subordinated credit facility;

  B. JPMorgan Chase is one of the principal lenders on Lazard's
     subordinated credit facility;

  C. Citibank is one of the principal lenders on Lazard's
     subordinated credit facility;

  D. Lazard represented a special committee for Credit Suisse
     First Boston in 2001 in connection with the purchase of the
     public shares of its CSFBdirect tracking stock;

  E. Lazard represented Heller Financial in its acquisition of
     certain assets associated with the information technology
     leasing business of Dana Corporation in 1998;

  F. Lazard is retained by an affiliate of one of the insurance
     providers on an unrelated matter;

  G. Lazard has derivatives joint venture with Credit Agricole;

  H. Lazard has in the past worked with, continues to work with,
     and has mutual clients with certain law firms who represent
     parties-in-interest in these cases.  None of these
     engagements or relationships relate to these cases; and

  I. As part of its business as a broker-dealer, Lazard acts as
     a broker in a variety of securities, including high yield
     debt, investment grade debt, convertible debt, preferred
     equity and common equity.  From time to time, Lazard may
     trade securities or act as a broker trading securities
     unrelated to these cases with some of the Debtors'
     significant stakeholders, including Fidelity. (ANC Rental
     Bankruptcy News, Issue No. 30; Bankruptcy Creditors'
     Service, Inc., 609/392-0900)


AQUILA INC: Posts $980-Mill. Net Loss on $411-Mill. in Sales
------------------------------------------------------------
Aquila, Inc., (NYSE:ILA) reported a fully diluted loss of $5.22
per share for the fourth quarter of 2002, or a net loss of
$977.9 million on sales of $411.3 million for the quarter.

The loss in the fourth quarter is primarily due to impairment
charges, losses within discontinued operations, and margin
losses on winding down Aquila's merchant trading portfolio.
Significant charges had been expected as the company continued
its efforts to exit its wholesale commodity positions, sell
additional assets and restructure its balance sheet.

The company reported a fully diluted loss of $12.83 per share
for full year 2002, or a net loss of $2.1 billion on sales of
$2.4 billion for the year. Restructuring charges, impairment
charges and net losses on sales of assets, losses within
discontinued operations, and margin losses incurred during the
wind-down of Aquila's merchant trading portfolio contributed the
majority of the 2002 net loss.

Most of these charges are related to the execution of Aquila's
ongoing plan to refocus on its core utility operations. During
the year, Aquila reorganized its U.S. utility operations by
state to improve efficiency and better align cost structures and
services with specific state requirements.

"During the second half of 2002, we began our transition from
being a major player in the energy trading sector to
concentrating on being a service-oriented operator of electric
and natural gas utilities located principally in the United
States," said Richard C. Green, Jr., Aquila's chairman and chief
executive officer. "We knew that we had a number of serious
situations to address, and the necessary action steps we have
taken are clearly reflected in the 2002 results.

"We will continue following our restructuring plan throughout
2003," Green said. "Our underlying utility operations are
valuable assets and we will stay focused on maximizing the
potential of that business."

                    Restructuring Charges

Aquila recorded restructuring charges of $22.4 million for the
fourth quarter and $210.2 million for the year ended December
31, 2002, as described in the table below. The fourth quarter
restructuring charges consisted primarily of a loss on the
termination of certain aggregator loans to substantially
complete Aquila's exit from that business; losses on the exit
from certain unfavorable interest rate swaps resulting from the
early repayment of debt due to the restructuring of the
business; and additional severance and retention payments to
employees.

        Impairment Charges and Net Loss on Sale of Assets

Aquila recorded several significant impairment charges in the
fourth quarter of 2002 as a result of the change in strategic
focus. A decision was made in the fourth quarter to halt the
build-out of Everest Connections' network to allow that business
to become self-funding, a goal it has since achieved. As a
result of this change, a reassessment of the realizability of
the investments in communications network assets and recorded
goodwill was completed, resulting in an impairment charge of
$204.5 million. In addition, due to the limitations on
liquidity, a change in strategic direction regarding
international investments, the progress on sale transactions
regarding these investments, and impairment charges that were
being taken at the underlying business, impairment charges of
$247.5 million and $127.2 million were recorded against the
United Kingdom and Australian investments, respectively.

                   Discontinued Operations

In connection with the sales of its natural gas storage
facilities, gas gathering and pipeline assets, merchant loan
portfolio and coal handling facility, Aquila reported the
results of these businesses as discontinued operations in its
consolidated income statements for the three years ended
December 31, 2002. Included in the 2002 loss from discontinued
operations were net pretax losses on sales of assets of $184.0
million related to the merchant loan portfolio that was recorded
in the fourth quarter of 2002 and a $240.3 million loss related
to the gas gathering and pipeline assets that was recorded in
the third quarter.

                         Liquidity

Aquila experienced significant net losses and negative cash
flows from operations in 2002. It also experienced a number of
credit downgrades and currently is rated non-investment grade.
This caused the company to post a substantial amount of cash or
letters of credit as collateral on a number of contractual
agreements. As a result of the 2002 losses, Aquila was in
violation of an interest coverage ratio covenant and a covenant
that requires maintaining a specified debt to capitalization
ratio.

On April 11, 2003, Aquila closed on a new financing agreement
that replaces its short-term credit facilities. The package
consists of two secured loan facilities -- a one-year $200
million loan to UtiliCorp Australia, Inc. and a $430 million
three-year term loan to Aquila. The initial amount drawn under
the one-year loan will be $100 million, and the company will
have an option to draw another $100 million within 30 days. The
one-year loan is non-recourse to Aquila, Inc.

Proceeds from the financings will be used to retire debt and
thereby eliminate the covenant violations stated above. The new
financings are expected to provide sufficient liquidity to cover
the company's operational needs through June 2004. Aquila's next
significant need for outside capital relates to senior debt that
matures in 2004. The company anticipates retiring those notes
through additional asset sales.

        Restatement of 2000 and 2001 Cash Flow Statements

Aquila's consolidated statements of cash flows included in its
Form 10-K filed today have been restated for the years ended
December 31, 2001 and 2000. These changes had no impact on
earnings or losses.

Between 1997 and 2000, Aquila was paid in advance on certain
long-term contracts that were treated as operating activities
for cash flow purposes. As a result of developments in industry
accounting and guidance in 2002, these cash flows are now
required to be shown as financing activities. As a result, cash
flow from operating activities increased in 2001 by $82.2
million and decreased in 2000 by $396.1 million. Cash flows from
financing activities were changed by corresponding amounts.

The restatement also includes a reclassification of the $110.8
million of proceeds on the sale of shares of Aquila's merchant
subsidiary in 2001 from cash flows from operating activities to
cash flows from investing activities as previously reported on
its Form 10-K/A filed in August 2002.

                    Domestic Networks

Domestic Networks reported a loss before interest and taxes of
$829.6 million for 2002 compared to earnings before interest and
taxes (EBIT) of $117.9 million for 2001. As noted above, this
decrease was primarily the result of $932.7 million of
impairment charges and net losses on sales of telecommunications
assets and investments as well as $21.3 million of restructuring
charges resulting from the realignment of Aquila's domestic
utility businesses.

Results for the business unit were also impacted by a $30.1
million decrease in off-system power sales, the sale of the
company's Missouri pipeline business in January 2002, and lower
earnings and a reduced ownership stake in Quanta Services. These
were partially offset by a reduction of costs associated with
Everest Connections in 2002.

                    International Networks

International Networks reported a loss before interest and taxes
of $70.1 million for 2002 compared to EBIT of $125.4 million in
2001. This loss also was primarily the result of $378.1 million
of impairment charges in 2002. These charges were partially
offset by a $130.5 million pretax gain on the sale of Aquila's
New Zealand investment.

Additionally, the above losses were partially offset by stronger
equity in earnings of investments as they increased by $50.5
million in 2002. This increase was driven by the acquisition of
Midlands Electricity in May 2002 and the change in accounting
for goodwill.

                       Capacity Services

Capacity Services reported a loss before interest and taxes of
$105.0 million for 2002 compared to EBIT of $88.4 million for
2001. This loss resulted primarily from $90.3 million of
impairment charges and net losses on sales of assets and $6.2
million of restructuring charges.

Gross profit in this unit decreased $104.1 million primarily due
to decreases in electricity prices, lack of pricing volatility
which reduced opportunities to take significant price positions,
and increased fixed capacity payments as new plants became
operational or were online for a full year. Additionally,
contract terminations due to counterparty creditworthiness
generated losses of $10 million in 2002.

                      Wholesale Services

Wholesale Services reported a loss before interest and taxes of
$566.0 million in 2002 compared to EBIT of $224.9 million in
2001. This loss included impairment charges of $182.1 million,
and restructuring charges of $173.8 million.

In addition, the lack of price trends and lower volatility, the
record earnings in 2001 and the exit from the wholesale trading
business led to a decrease in gross profit for Wholesale
Services operations of $726.3 million in 2002 compared to 2001.

The unit incurred $115.8 million in losses in 2002 as a result
of actions to balance counter party positions, reduce open
positions and terminate existing contracts. Also impacting
results were unfavorable movements in credit, liquidity and
interest reserves, unfavorable movements in trading positions
that were not fully hedged, and unfavorable adjustments related
to final settlements. These 2002 losses are in comparison to
record earnings in 2001.

               Income Tax Expense (Benefit)

Income taxes decreased $316.2 million in 2002 compared to 2001,
primarily as a result of the loss before income taxes in 2002
compared to record earnings in 2001. However, the 2002 expected
income tax benefit was significantly reduced as a result of
valuation allowances provided against capital loss
carryforwards, non-deductible goodwill and additional deferred
taxes related to our international investments.

Based in Kansas City, Missouri, Aquila operates electricity and
natural gas distribution networks serving customers in seven
states and in Canada, the United Kingdom and Australia. The
company also owns and operates power generation assets. At
December 31, 2002, Aquila had total assets of $9.3 billion. More
information is available at http://www.aquila.com


ARMSTRONG: AWI Keeps Plan Filing Exclusivity Until October 3
------------------------------------------------------------
Rebecca L. Booth, Esq., at Richards Layton & Finger, in
Wilmington, Delaware, tells Judge Newsome that the Nitram
Liquidators, Armstrong World Industries, and Desseaux
Corporation of North America have been engaged in substantive
negotiations with the Unsecured Creditors' Committee and the
Asbestos PI Committee, and the legal representative for AWI's
future asbestos personal injury claimants.

Ms. Booth reports that the Debtors are making substantial
progress in these negotiations with respect to approval of the
pending plan of reorganization.  "These negotiations are ongoing
and it is the Debtors' view that the maintenance of status quo
through a further extension of the exclusive periods is critical
to maintaining the delicate balance that will maximize the
potential that these negotiations reach a successful
conclusion," Ms. Booth says.

Keeping the plan process on track, and in the absence of any
objections, Judge Newsome extends the Debtors' exclusive right
to file a plan to and including October 3, 2003, and the
Debtors' exclusive right to solicit acceptances of that plan to
and including December 3, 2003. (Armstrong Bankruptcy News,
Issue No. 39; Bankruptcy Creditors' Service, Inc., 609/392-0900)


ASIA GLOBAL CROSSING: Plan Exclusivity Intact through May 1
-----------------------------------------------------------
Asia Global Crossing Ltd., and its debtor-affiliates obtained a
45-day extension of the Exclusive Periods. The Court gave the
Debtors the exclusive right to file and propose a Plan until
May 1, 2003 and the exclusive right to solicit acceptances of
that Plan from creditors until June 30, 2003. (Global Crossing
Bankruptcy News, Issue No. 38; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


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

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

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

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

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

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

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

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


AT&T LATIN AMERICA: Chapter 11 Involuntary Case Summary
-------------------------------------------------------
Alleged Debtors: AT&T Latin America Corp.
                 Latin American Equipment Finance B.V.
                 AT&T Argentina, S.A.

                 220 Alhambra Cir #900
                 Coral Gables, Florida 33134

Involuntary Petition Date: April 11, 2003

Case Numbers: 03-13538, 03-13539 and 03-13540

Chapter: 11

Court: Southern District of       Judge: Robert A. Mark
       Florida (Dade)

Petitioner's Counsel: Timothy J. Norris, Esq.
                      Buchanan Ingersoll, P.C.
                      Bank of America Tower
                      100 S.E. Second Street, Suite 2100
                      Miami, Florida 33131
                      Telephone: 305-347-4080

Petitioners: Matlinpatterson Global
             Opportunities Partners, LP


BALLANTRAE HEALTHCARE: Section 341(a) Meeting Slated for May 7
--------------------------------------------------------------
The United States Trustee will convene a meeting of Ballantrae
Healthcare, LLC and its debtor-affiliates' creditors on May 7,
2003 at 10:00 a.m., at Office of the U.S. Trustee, 1100 Commerce
Street, Room 976, Dallas, Texas 75242.  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.

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.


BETHLEHEM STEEL: Expects ISG Asset Sale Hearing on Tuesday
----------------------------------------------------------
In response to media inquiries concerning the supposed
forthcoming bids for substantially all of Bethlehem Steel
Corporation's assets, the following statement was released by
Robert S. Miller, chairman and chief executive officer,
Bethlehem Steel:

"Two parties have stated their interest in bidding on
Bethlehem's assets for which an asset purchase agreement already
exists with the International Steel Group of Cleveland.
Bethlehem has consulted with its bankruptcy counselors and has
determined that no qualified bids have been received from any
party. Therefore, there will be no auction tomorrow in the
bankruptcy court responsible for Bethlehem's reorganization. The
next step in the legal process will be on April 22 when the
bankruptcy court judge will be asked to approve the sale of
Bethlehem's assets to ISG.

"Bethlehem and ISG have been negotiating in good faith for the
past few months to secure a new owner and operator for
Bethlehem's excellent production facilities. Bethlehem's Board
of Directors agreed in early February to proceed with the sale
to ISG. Delaying the sale would put the Bethlehem enterprise,
its employees, and our customers at considerable risk of
disruption and will add millions of dollars of unnecessary cost.
We anticipate that the sale will proceed as planned. We
currently estimate that the sale to ISG will be completed in the
next few weeks."


BURLINGTON: Court OKs Modified Bidding Procedures for Asset Sale
----------------------------------------------------------------
Bankruptcy Court Judge Newsome amends his Order on Burlington
Industries, Inc., and its debtor-affiliates' request to approve
bidding procedures.  This Order and the Modified Bidding
Procedures supersede and replace in their entireties the Order
entered and the bidding procedures that the Court approved on
March 5, 2003.

The terms of the Amended Order include:

  (a) The request is granted solely with respect to the Modified
      Bidding Procedures, on the terms and subject to the
      conditions set forth;

  (b) The Company may offer and pay to the Qualified Bidder the
      Company determines, in its sole discretion, after
      consultation with its advisors and the Creditors'
      Committee and Prepetition Lenders' financial advisors, has
      submitted the highest or otherwise best bid prior to the
      Auction -- the Opening Bidder, including a Stalking Horse
      Bidder, a reasonable break-up fee in an amount not to
      exceed 1% the aggregate purchase price offered under the
      Marked Agreement of the Opening Bidder; provided, however,
      that any Break-up Fee will only become due and payable if:

      -- the Opening Bidder is not in breach of the Marked
         Agreement; and

      -- the Company closes a Transaction with a Successful
         Bidder other than the Opening Bidder;

   (c) The form and manner of notice of the Solicitation Notice
       and the Sale Notice, as modified to reflect the Modified
       Bidding Procedures, are approved;

   (d) On July 31,, 2003, at 2:00 p.m. Eastern Time, the Court
       will conduct a hearing to approve the results of the
       Auction; and

   (e) The Court will retain jurisdiction over any matter or
       dispute arising from or relating to the implementation of
       this Order or the Modified Bidding Procedures.

                  Modified Bidding Procedures

The bidding procedures are modified as to these terms:

A. Bid Deadline

   Qualified Bidders must submit their bids by 4:00 p.m.
   Eastern time on July 10, 2003.

B. Auction

   If another Qualified Bid is received by the Bid Deadline, the
   Company will conduct an auction with respect to the
   Transaction.  The Auction will take place at 10:00 a.m.
   Eastern time on July 21, 2003 at the offices of Jones Day at
   222 Past 41 Street in New York 10017.

C. Approval of Successful Bid

   The Company may also present the results of the Auction and
   the Marked Agreement to the Bankruptcy Court at a hearing on
   July 31, 2003, 2003 at 2:00 p.m. Eastern time at which the
   Company will request that the Bankruptcy Court make certain
   findings regarding the Auction. (Burlington Bankruptcy News,
   Issue No. 31; Bankruptcy Creditors' Service, Inc., 609/392-
   0900)

Burlington Industries' 7.250% bonds due 2005 (BRLG05USR1) are
trading at about 37 cents-on-the-dollar, says DebtTraders. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=BRLG05USR1
for real-time bond pricing.


CHILDTIME LEARNING: Commences 15% Notes Offering to Shareholders
----------------------------------------------------------------
Childtime Learning Centers, Inc. (Nasdaq: CTIM), has commenced
its rights offering to existing shareholders of 100,000 units,
each unit consisting of $35 principal amount of 15% subordinated
notes due 2008 and 141 shares of common stock.  Each shareholder
of record on April 10, 2003 will receive one subscription right,
entitling the holder to purchase one unit at a price of $158.52,
for every 54 shares of common stock held on that date.

Subscription materials will be mailed as soon as practicable to
shareholders.  The subscription rights are exercisable until
5:00 p.m., New York City time, on May 15, 2003.

Substantially all of the proceeds from the offering will be used
to refinance $14,000,000 in principal amount of subordinated
debt, plus accrued and unpaid interest thereon, that Childtime
incurred in July 2002 to finance its acquisition of
substantially all of the assets of Tutor Time Learning Systems,
Inc. and related working capital needs.

For additional information about the rights offering, please
contact either Computershare Trust Company of New York
(Subscription Agent) at (800) 245-7630 or Georgeson Shareholder
(Information Agent) at (866) 216-0456.

Childtime Learning Centers, Inc., of Farmington Hills, MI,
acquired Tutor Time Learning Systems, Inc. on July 19, 2002 and
is now one of the nation's largest publicly traded child care
providers with operations in 27 states, the District of Columbia
and internationally.  Childtime Learning Centers, Inc. has over
7,500 employees and provides education and care for over 50,000
children daily in over 450 corporate and franchise centers
nationwide.

                         *   *   *

As previously reported, the Company maintains a $17.5 million
secured revolving line of credit facility entered into on
January 31, 2002, as amended. Outstanding letters of credit
reduced the availability under the line of credit in the amount
of $2.6 million at January 3, 2003 and $1.8 million at March 29,
2002. Under this agreement, the Company is required to maintain
certain financial ratios and other financial conditions. In
addition, there are restrictions on the incurrence of additional
indebtedness, disposition of assets and transactions with
affiliates. At July 19, 2002 and at October 11, 2002, the
Company had not maintained minimum consolidated EBITDA levels
and had not provided timely reporting as required by the Amended
and Restated Credit Agreement. The Company's lender approved
waivers to the Amended and Restated Credit Agreement for
financial results for the quarter ended October 11, 2002. The
Company's noncompliance with the required consolidated EBITDA
levels continued as of January 3, 2003. In February 2003, the
Amended and Restated Credit Agreement was further amended, among
other things, to revise the financial covenants for the quarters
ended January 3 and March 28, 2003 and to shorten the maturity
of the line of credit to July 31, 2003. The Company is in
compliance with the agreement, as amended.

The Company intends to extend and further amend this agreement
prior to the maturity date, but no assurance can be given that
the Company will be successful in doing so. Should the Company
be unsuccessful in amending this agreement, the Company would be
in default of the agreement, unless alternative financing could
be obtained, and would not have sufficient funds to meet
operating obligations.


CLAIMSNET.COM: Negotiates Debt Settlement Pact with Creditors
-------------------------------------------------------------
Claimsnet.com inc. (OTC Bulletin Board: CLAI; BSE), a leading
provider of Internet-based business-to-business solutions for
the healthcare industry, has negotiated settlement agreements
with various creditors.

The aggregate amount of the agreements required payments by the
Company totaling $217,000 to settle certain accounts payable,
accrued severance and accrued acquisition cost liabilities
totaling $1,134,000. As a result of the negotiated agreements,
the Company realized settlement of debt income totaling
$917,000.

The Company received $250,000 from a 5% shareholder to enable
the Company to make the settlement payments. The investor
purchased 250,000 shares of common stock for $50,000 and
received warrants to acquire an additional 250,000 shares of
common stock until December 31, 2007 at an exercise price of
$.20 per common share. The investor also paid $200,000 upon the
exercise of a previously issued warrant to purchase 1,000,000
shares of common stock at an exercise price of $.20 per common
share.

"This is a substantial step forward for Claimsnet. These
settlements eliminated much of the Company's current liabilities
resulting in a significant improvement in our balance sheet,"
commented Don Crosbie, chief executive officer of Claimsnet. "We
greatly appreciate the continuing support of our current
shareholders," he added.

Claimsnet.com inc. is a leading provider of Internet-based,
business-to-business solutions for the healthcare industry,
including distinctive, advanced ASP technology for online
healthcare transaction processing. Headquartered in Dallas,
Claimsnet offers proprietary systems that are distinguished by
ease of use, customer care, security and measurable cost
advantages. More information on Claimsnet can be found at the
Company's Web site at http://www.claimsnet.com

At December 31, 2002, the Company's balance sheet shows a
working capital deficit of about $1.2 million, and a total
shareholders' equity deficit of about $1.1 million.


CLARION TECHNOLOGIES: Dec. 28 Net Capital Deficit Widens to $48M
----------------------------------------------------------------
Clarion Technologies, Inc., (OTC Bulletin Board: CLAR) announced
financial results for the fiscal year ended December 28, 2002.

Clarion's 2002 sales were $80.6 million versus $90.6 million in
2001. Despite the decrease in revenue, primarily due to softer
markets, gross profit increased by over $10.0 million. This
improvement was attributable to significant decreases in
material, labor, and overhead and costs. Operating income
increased due to substantial reductions in selling, general and
administrative costs. Clarion's net loss from continuing
operations for 2002 was $7.4 million versus $27.9 million in
2001.

At December 28, 2002, the Company's balance sheet shows a
working capital deficit of about $19 million, and a total
shareholders' equity deficit of about $48 million.

Clarion Technologies' President, Bill Beckman, commented, "We
believe our company is in a much stronger position going into
2003. Over the past 15 months, we have significantly decreased
our cost structure, exited the heavy truck industry,
restructured a large portion of our subordinated debt and
refinanced our senior debt. The benefit of the subordinated debt
restructuring, a reduction in annual interest expense, is not
reflected in our 2002 Statement of Operations but will be
reflected in the 2003 and future Statements of Operations. In
addition, Clarion has been successful in securing new business
with key customers in our three primary markets, automotive,
consumer products and office environments. With continuing sales
growth and operational execution, we believe Clarion is poised
to produce positive net income and create shareholder value."

Clarion Technologies, Inc., operates four manufacturing
facilities in Michigan and South Carolina with approximately 145
injection molding machines ranging in size from 55 to 1500 tons
of clamping force. The Company's headquarters are located in
Grand Rapids, Michigan. Further information about Clarion
Technologies can be obtained on the Web at
http://www.clariontechnologies.com


CONSECO FINANCE: S&P Drops Various Related Trust Ratings to D
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings to 'D' on
three classes from various Conseco Finance Corp-related series
issued by Home Improvement & Home Equity Loan Trust.

Conseco Finance Corp., did not make any payments under the
limited guarantee on the April 15, 2003 distribution date,
resulting in interest shortfalls on the three classes.

The ratings on the certificates were lowered to 'CCC-' from
'CCC+' on September 12, 2002, as a result of an analysis that
determined that the monthly excess spread alone might not be
sufficient to offset the weakening credit quality of Conseco
Finance Corp. (the guarantor), which provides credit support
from a limited guarantee, and from monthly excess spread. Each
of the three certificates has credit support from a limited
guarantee provided by Conseco Finance Corp. and from monthly
excess spread.

                      RATINGS LOWERED

        Home Improvement & Home Equity Loan Trust

                              Rating
      Series    Class     To           From
      1996-C    HI:B-2    D            CCC-
      1996-F    HE:B-2    D            CCC-
      1997-C    HE:B-2    D            CCC-


CONSECO FINANCE: Enters Settlement Pacts with Real Estate Firms
---------------------------------------------------------------
Conseco Finance Servicing Corporation was in the business of
originating and servicing loans for the development of
manufactured home communities.  On June 3, 1998, CFSC entered
into separate loan agreements with Autumn Oaks Manufactured
Homes and All Seasons Manufactured Homes, both developers of
manufactured home communities.  CFSC loaned All Seasons
$2,170,000 and Autumn Oaks $1,030,000.  Inland Real Estate
Development Corporation guaranteed both loans.  The present
outstanding balances are $1,720,272 and $850,415.  Both parties
are current on principal and interest payments, with the loans
maturing on June 15, 2008.

James H.M. Sprayregen, Esq., tells Judge Doyle that, despite
several attempts to develop their manufactured home communities,
neither Autumn Oaks nor All Seasons have been successful.  The
failed attempts have caused the Loans to underperform and has
decreased their market value.

In 2000, CFSC discontinued the manufactured home community
financing business.  It sought buyers for its existing
manufactured home development loan portfolio.  On October 9,
2002, CFSC and Onyx Capital entered into a letter of intent for
Onyx to purchase the Loans at a discounted rate of 70% of
outstanding value.  However, Onyx's due diligence revealed that
the Loans were worth less than the proposed price and the letter
was terminated.

On November 20, 2002, CFSC and TMAC Investors XI negotiated a
deal for TMAC to buy the Loans at the same discounted rate.
However, TMAC reached the same conclusion as Onyx and terminated
the letter of intent.

After both letters were terminated, Onyx and TMAC offered to buy
the Loans at 20% of outstanding value.  CFSC refused and
approached Inland about paying off the Loans.  CFSC was able to
reach a consensus through this channel.  Inland, Autumn Oaks and
All Seasons have agreed to buy the Loan portfolio for 30% of the
Loans' outstanding value.

CFSC, Inland, All Seasons and Autumn Oaks have entered into a
settlement agreement, which includes the withdrawal of proofs of
claim filed by Inland, All Seasons and Autumn Oaks -- the
collective face amounts exceeding $3,946,784.  Inland, All
Seasons and Autumn Oaks will pay CFSC $770,600 plus all accrued
and unpaid interest.  CFSC will release Inland, All Seasons and
Autumn Oaks from the obligation to repay the outstanding
balance.

Mr. Sprayregen asserts that the Settlement is appropriate since
CFSC has exited this line of business and no longer has the
capacity to service the Loans.  Additionally, CFSC has not had
much success trying to sell the loans and must accept a
substantial discount to outstanding value.  Other courses of
action will involve further delay. (Conseco Bankruptcy News,
Issue No. 17; Bankruptcy Creditors' Service, Inc., 609/392-0900)


CONSECO INC: Files 2002 Annual Report on Form 10-K
--------------------------------------------------
Conseco, Inc., (OTCBB:CNCEQ) filed its Form 10-K for the year
ended December 31, 2002, with the Securities and Exchange
Commission.

The full text of the Form 10-K will be available at the SEC's
Web site at http://www.sec.gov Information regarding the
company's Chapter 11 bankruptcy proceedings is available at
http://www.bmccorp.net/conseco

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


CONSECO INC: Balks at General Electric Capital's $9 Mill. Claim
---------------------------------------------------------------
Conseco Inc., and its debtor-affiliates objects to the Claim
filed by General Electric Capital Corporation, Claim Number
49672-007269.  The Debtors ask the Court to apply the approved
estimation procedures to resolve the disputed claim.

The Claim is a general unsecured claim for $9,949,582.

GE asserts that the Claim relates to the lease of two corporate
aircraft.  Both were returned to GE prior to the Petition Date.
According to James H.M. Sprayregen, Esq., at Kirkland & Ellis,
GE has a duty to mitigate the Claim and present proof of
commercial reasonableness under the terms of the contract.
(Conseco Bankruptcy News, Issue No. 17; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


DIVERSIFIED ASSET: S&P Downgrades Class B-1L Rating to BB+
----------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on the
class A-1L, A-2, A-3L, and B-1L notes issued by Diversified
Asset Securitization Holdings III L.P., a CDO backed by ABS and
other structured securities and managed by TCW Capital.
At the same time, the ratings are removed from CreditWatch with
negative implications, where they were placed March 25, 2003.
TCW Capital assumed management of this transaction starting
Nov. 22, 2002.

The lowered ratings reflect factors that have negatively
affected the credit enhancement available to support the notes.
These factors include a negative migration in the credit quality
of the performing assets in the pool and a decline in the
weighted average fixed coupon from the collateral pool available
for hedge and interest payments.

Standard & Poor's noted that its Trading Model test, a measure
of the ability of the credit quality in the portfolio to support
the rating on a given tranche, is out of compliance for the
class A-1L, A-2, A-3L, and B-1L notes, according to the February
trustee report.

The transaction has also been failing the minimum fixed coupon
test. According to the latest trustee report, the minimum
weighted average fixed-rate coupon was at 7.5%, versus the
required 7.55%, and compared to a coupon of 7.66% in July of
2001 when the deal closed.

As a part of its analysis, Standard & Poor's reviewed the
results of recent cash flow model runs. These runs stressed
various parameters that are instrumental in the performance of
this transaction and are used to determine its ability to
withstand various levels of default. When the stressed
performance of the transaction was compared with the projected
default performance of the current collateral pool, Standard &
Poor's found that the projected performance of the notes, given
the current quality of the collateral pool, was not consistent
with the prior ratings. Consequently, Standard & Poor's has
lowered its rating on these notes to the new level. Standard &
Poor's will continue to monitor the performance of the
transaction to ensure that the ratings assigned to the rated
tranches continue to reflect the credit enhancement available to
support the notes.

            RATINGS LOWERED AND OFF CREDITWATCH

      Diversified Asset Securitization Holdings III L.P.

                 Rating
      Class    To        From            Balance (mil. $)
      A-1L     AA        AAA/Watch Neg            215.00
      A-2      AA        AAA/Watch Neg             70.00
      A-3L     A-        AA/Watch Neg              30.00
      B-1L     BB+       BBB/Watch Neg             18.50


DLJ MORTGAGE: S&P Affirms Series 1996-CF2 Class B-4 Rating at BB
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on four
classes of DLJ Mortgage Acceptance Corp.'s commercial mortgage
pass-through certificates series 1996-CF2. Concurrently, ratings
are affirmed on three classes from the same series.

The raised and affirmed ratings reflect the increased credit
support levels and stable loan performance of the mortgage pool
since issuance.

As of the March 2003 distribution date, the pool consisted of 88
loans with an aggregate unpaid principal balance of $332.46
million, down from 121 loans totaling $508.58 million at
issuance. The master servicer, Midland Loan Services Inc.,
provided partial year 2002 net cash flow debt service coverage
for 97% of the pool. Full year 2001 NCF data was provided for
96% of the pool. Based on this information, Standard & Poor's
calculated the most recent weighted average DSC to be 1.43x. The
2001 weighted average DSC was 1.49x. The weighted average NCF
DSC for the outstanding loans at issuance was 1.38x. The pool's
current property concentrations in excess of 10% include:
multifamily (35%); retail (33%); mixed-use (16%); and office
(11%). The properties are located in 26 states with significant
concentrations in Texas (16%); California (15%); and Illinois
(11%).

The top 10 loans comprise 34% of the current pool balance.
Standard & Poor's calculated the most recent weighted average
DSC of 1.58x for the top 10 loans, up significantly from 1.36x
at issuance. With the exception of the eighth-largest loan,
Harvest Hill Village Apartments, and the 10th largest loan,
Westchase Apartments, all of the top 10 loans have reported
stable or increased NCF DSC since issuance. Harvest Hill Village
Apartments experienced a decline to 0.76x from 1.28x at cutoff
due to competition, a soft Dallas market, and affordable single-
family housing. According to the most recent property
inspection, the property is in overall good condition and the
current occupancy is 72%. Westchase Apartments is currently
reporting a NCF DSC of 1.11x, down from 1.34x at issuance and
1.47x from 2001, due to local market conditions. The Westchase
loan is scheduled to mature in July 2003. To date, the servicer
has not received information from the borrower regarding
refinancing. The ninth-largest loan, which is secured by a
retail property in Florida, is the only other near-term maturity
in the top 10 loans. The $6.9 million loan is scheduled to
mature in June 2003. The borrower has expressed interest in an
extension, which is not provided for in the loan documents,
which may prompt a transfer to special serving. The DSC, as of
Dec. 31, 2002, was 1.35x. None of the top 10 loans were with the
special servicer as of the March 2003 distribution. All of the
top 10 loans were noted to be in good or better overall
condition based on sight inspection reports received from
Midland.

Three loans, totaling 2.72% of the pool, are currently in
special servicing. This includes: two assets totaling $8.53
million (1.93% of the pool), which are REO, and one asset
totaling $2.68 million (0.79% of the pool), which is 30-plus
days delinquent. Aggregate Appraisal Reduction Amounts (ARA
amounts) taken against the two REO assets total $223,993. One
of the REOs, with a balance of $3.3 million, is a 53,512-square-
foot retail center in Clinton, Iowa. The borrower became
delinquent in payment when the building was vacated in 2000. The
special servicer, CRIIMI MAE Services L.P., is actively
marketing the property. Standard & Poor's expects a significant
loss upon disposition due to market conditions. There is a
similar building adjacent to the subject property, which is
also vacant, and a nearby Kmart store recently closed. The
second REO, with a balance of $3.2 million, is a 145-unit
assisted living center in Chattanooga, Tennessee. (The Grand
Court II - Cambridge Hall). The property became REO in May 2001.
A purchase and sale agreement is being negotiated with a
tentative closing date of May 2003. Standard & Poor's expects a
significant loss upon disposition of the asset, largely due to
outstanding advances, which total $1.4 million. The Best Western
Premier Inn, located in downtown Whiteville, North Carolina, is
the remaining specially serviced asset. The property is a $2.6
million loan that has struggled in recent years due to market
saturation and low occupancy. Through Sept. 30, 2002, the
property reported 44% occupancy and an average daily rate of
$54.97.

There are no other delinquent assets in the pool. The servicer's
watchlist reflects 12 loans with an aggregate balance equal to
11% of the pool. The majority of the loans appear on the
watchlist for a variety of issues, including low occupancy, low
DSC, and near-term maturity issues. The two NTMs are the ones
included in the aforementioned top 10 loans. To date, cumulative
losses of $932,844 have been realized relating
to two mortgage loans.

Standard & Poor's stress scenarios included the specially
serviced, watchlist, and low DSC loans. The resulting credit
enhancement levels adequately support the raised and affirmed
ratings.

                        RATINGS RAISED

                  DLJ Mortgage Acceptance Corp.
      Commercial mortgage pass-through certs series 1996-CF2

                   Rating
      Class    To          From     Credit Support
      A-2      AAA         AA+                 40%
      A-3      AA+         A+                  31%
      B1       A           BBB+                24%
      B2       BBB+        BBB                 20%

                       RATINGS AFFIRMED

                  DLJ Mortgage Acceptance Corp.
      Commercial mortgage pass-through certs series 1996-CF2

      Class    Rating    Credit Support
      A-1B     AAA                  50%
      B3       BB                   10%
      B4       B                     5%


D.R. HORTON: Fitch Assigns BB+ Rating to $200MM 6.875% Sr. Notes
----------------------------------------------------------------
Fitch Ratings assigned a 'BB+' rating to D.R. Horton, Inc.'s
(NYSE: DHI) $200 million 6.875% senior notes due May 1, 2013.
The Rating Outlook is Stable. The issue will be ranked on a pari
passu basis with all other senior unsecured debt, including D.R.
Horton's $805 million unsecured bank credit facility. Proceeds
from the new debt issue will be used to call the approximately
$148.5 million outstanding principal amount of its 10% senior
notes due 2006 and to repay indebtedness outstanding under its
revolving credit facility. The new issue has more favorable
rates and attractive maturity relative to the debt it would
replace. Fitch remains comfortable with D.R. Horton's stated
debt to capital target of 49% or less by the end of fiscal year
2003.

Ratings for D. R. Horton are based on the company's above
average growth during the recent economic expansion, execution
of its business model, steady capital structure and geographic
and product line diversity. The company has been an active
consolidator in the homebuilding industry which has kept debt
levels a bit higher than its peers. But management has also
exhibited an ability to quickly and successfully integrate its
many acquisitions. During fiscal 2002 the company completed its
largest acquisition in absolute size (Schuler Homes) and is
unlikely to make additional acquisitions during the balance of
FY 2003. Risk factors include the inherent (although somewhat
tempered) cyclicality of the homebuilding industry. The ratings
also manifest the company's aggressive, yet controlled growth
strategy, moderate bias towards owned as opposed to optioned
land and its relatively heavy speculative building activity
(which has notably lessened of late).

D.R. Horton has expanded EBITDA margins over the past several
years on healthy price increases, volume improvements and steady
operating expense ratios and has produced record levels of home
closings, orders and backlog in excess of expectations for this
unprecedented lengthy upswing in the housing cycle. The
homebuilding EBITDA margin increased from 9.5% in 1997 to 12.6%
in 2001 and was 10.9% for the twelve months ending 12/31/02,
taking into account the purchase accounting associated with
Schuler Homes which was acquired in February of 2002. Although
the company has benefited from strong economic conditions, a
degree of margin enhancement is also attributable to broadened
new product offerings. In addition, margins have benefited from
purchasing, access to capital and other scale economies that
have been captured by the large national homebuilders in
relation to smaller builders. These economies, greater
geographic diversification (than in the past), consistency of
performance over an extended period of time, low cost operating
structure and a return-on-capital focus provide the framework to
soften the margin impact of declining market conditions when
they occur. During the past five years acquisitions have
accounted for half of D.R. Horton's growth. That pattern is
expected to continue in the future.

D.R. Horton's inventory consistently has been 1.6x to 1.8x
homebuilder debt. The company's inventory turns are a bit low
relative to its peers, reflecting some bias towards owned lots.
As of 12/31/02 53.3% of its 154,096 lot supply was owned with
the balance controlled through options. Total lots owned and
controlled represent a 4.8 year supply based on current
production rates and a 4.4 year supply based on management's
public guidance of 35,000 home deliveries forecast for fiscal
2003. Years supply of lots is somewhat lower after taking into
account internal corporate growth prospects during the next
twelve months.

The homebuilding debt-to-capital ratio pretty consistently
declined from 61.0% at the end of 1998 to 52.1% at the end of
fiscal 2002 (53.0% at 12/31/02). Homebuilding debt (net of
unrestricted cash) divided by total capital was 51.5% at the
close of the first quarter of fiscal 2003. The company's debt-
to-EBITDA ratio remains somewhat high relative to its peers.
However, absent major acquisitions and given high cash flow
trends, D.R. Horton's leverage ratios are likely to decline.


EAGLE FOOD: Wants Okay to Employ Ordinary Course Professionals
--------------------------------------------------------------
Eagle Food Centers, Inc., and its debtor-affiliates seek
authority from the U.S. Bankruptcy Court for the District of
Illinois to employ the professionals they turn to in the
ordinary course of their businesses.

The Debtors relate that they customarily retain the services of
various attorneys, accountants, technology consultants,
appraisers, leasing agents, escrow and closing agents, property
managers, brokers, actuaries, environmental and other
consultants, insurance advisors and other professionals to
represent them in matters arising in the ordinary course of
business

The Debtors point out that it would be more costly to file a
separate application with the Court for the retention of these
ordinary course professionals due to their numbers.

Consequently, the Debtors submit that the retention of the
Ordinary Course Professionals is in the best interests of the
Debtors' estates. While generally the Ordinary Course
Professionals with whom the Debtors have previously dealt wish
to represent the Debtors on an ongoing basis, many might be
unwilling to do so if they may be paid only through a formal
application process.

Moreover, if the expertise and background knowledge of certain
of these Ordinary Course Professionals with respect to the
particular areas and matters for which they were responsible
prior to the Petition Date are lost, the estates undoubtedly
will incur additional and unnecessary expenses because the
Debtors will be forced to retain other professionals without
such background and expertise.

The Debtors propose that they be permitted to pay, without
formal application to the Court, 100% of the fees and
disbursements to each Ordinary Course Professional upon
submission of an appropriate invoice setting forth in reasonable
detail the nature of the services rendered after the Petition
Date; provided that such fees and disbursements do not exceed
$25,000 per month per Ordinary Course Professional.

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: Hires to Tap Reisman Peirez as Attorneys
----------------------------------------------------------
Editing Concepts, Inc., and its debtor-affiliates ask for
permission from the U.S. Bankruptcy Court for the Southern
District of New York to employ Reisman, Peirez &
Reisman, LLP as their attorneys under a general retainer.

The professional services that Reisman Peirez will render
include:

     a. analysis of the financial situation, and rendering of
        advice and assistance to the Debtors in determining
        whether to file a petition under chapter 11 of the
        Bankruptcy Code;

     b. preparation and filing of petitions, schedules,
        statement of affairs and other documents required by
        this Court;

     c. perform all necessary services as the Debtors' counsel,
        including without limitation, providing the Debtors with
        advice and preparing all necessary documents on behalf
        of the Debtors in the area of bankruptcy, debt
        restructuring and asset dispositions;

     d. representation of the Debtors at meetings with their
        creditors;

     e. provide the Debtors with legal advice as to their powers
        and duties as debtors-in-possession and the continued
        operation of their property and businesses;

     f. undertake all necessary actions to protect and preserve
        the Debtors' estates on the duration of their Chapter 11
        cases, including the prosecution of all actions by the
        Debtors, the defense of any actions commenced against
        the Debtors, objecting to claims filed against the
        estates and seeking to have the Court estimate certain
        claims;

     g. prepare all necessary applications, motions, complaints,
        answers, orders, memoranda, briefs, reports and other
        legal papers and documents; and

     h. perform all other necessary and appropriate legal
        services for the debtors-in-possession, which may be
        necessary.

THe Reisman Peirez professionals presently designated to
represent the Debtors have current standard hourly rates ranging
from $190 to $335.  The firm's paralegals bill their services at
$90 to $125 per hour.

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.


ELWOOD ENERGY LLC: S&P Keeps BB Rating on Watch Negative
--------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on Elwood
Energy LLC's $382.2 million bonds due 2026 to 'BB' from 'BB+'.
The rating remains on CreditWatch with negative implications,
where it was placed on Feb. 28, 2003.

Elwood is a 1,409-megawatt merchant peaking power plant that
sells into the Mid-American Interconnected Network and that is
fully contracted through 2012 and partially through 2017.

The rating action reflects the recent downgrade by Standard &
Poor's of Aquila Inc.'s rating to 'B'/Negative from 'B+'/Watch
Neg. Under a power sales agreement, Aquila provides about 48% of
Elwood's contractual net operating cash flow through 2012 and
thereafter 100% of contractual cash flow until 2017.

Under the PSA, Aquila is required to provide Elwood with 12
months of capacity payments, or about $37 million, as collateral
to back up its offtake obligations following recent rating
downgrades. Following its downgrade in November 2002, Aquila
posted LOCs totaling $18.7 million as collateral. Following its
subsequent downgrade in February 2003, Aquila posted another
$18.7 million as collateral, but in the form of an escrow
account held at JP Morgan. While Elwood has a lien on the funds
in the escrow account, Standard & Poor's is concerned that these
funds may be treated as a preferential payment from Aquila if
Aquila were to file for bankruptcy within the 90-day preference
period. Were a bankruptcy court to treat the funds as a
preference, the escrow account balance would likely be collapsed
into the Aquila bankruptcy estate and not be available to
Elwood. The 90-day preference period for the escrow account ends
June 5, 2003. The preference period for the LOCs posted in
November has already ended.

Standard & Poor's expects to resolve Elwood's CreditWatch
placement over the next several months following developments at
Aquila. If Elwood's ability to access the $18.7 million escrow
fund is impaired, Elwood's rating will likely fall.


ENRON CORP: EPMI Sues Luzenac America to Recoup $6.8MM Property
---------------------------------------------------------------
Enron Power Marketing, Inc. and Luzenac America, Inc., entered
into a Master Power Purchase and Sale MPPSA, dated August 31,
2000.  Pursuant to the MPPSA, both parties entered into a single
Transaction, where EPMI agreed to sell, and Luzenac agreed to
buy, wholesale electricity at specified prices and for fixed
periods of time.

The MPPSA includes a list of Events of Default, including:

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

    (2) any representation or warranty made by a 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 MPPSA;

    (4) the bankruptcy of a Party; and

    (5) the failure of a Party to satisfy the credit worthiness
        and collateral requirements pursuant to Article 8 of the
        MPPSA.

The MPPSA also provides that if a party's conduct triggers an
Event of Default, the Non-Defaulting Party may declare an Early
Termination Date, and one party would have to pay the other a
Termination Payment.  The Termination Payment is determined by
calculating a Settlement Amount for each Terminated Transaction
and netting all Settlement Amounts together with other amounts
due under the MPPSA.  The MPPSA expressly provides that the
Termination Payment must be paid to the party to whom it is
owed, regardless of which party committed the default.  This
provision is commonly referred to as a "full two-way payment"
clause.

Gregory M. Petrick, Esq., at Cadwalader, Wickersham & Taft, in
New York, notes that the MPPSA expressly contemplates that
either Party's credit position could be downgraded.  The MPPSA
further provides that in the event of a downgrade, the other
Party may require the downgraded Party to provide certain
assurances to the other Party.  If EPMI failed to provide the
requested Performance Assurance, an Event of Default will be
deemed to have occurred and Luzenac is entitled to declare and
default and to designate an Early Termination Date.

Mr. Petrick tells the Court that by letter dated January 9,
2002, Luzenac stated that, as a result of EPMI's filing for
bankruptcy on December 2, 2001, EPMI was in default under the
MPPSA.  Thus, Luzenac was terminating the MPPSA and all
Transactions effective January 9, 2002, the Early Termination
Date designated by Luzenac.

With the termination, Luzenac refused to pay EPMI a Termination
Payment.  Rather, Luzenac claims that it was fraudulently
induced to enter into the MPPSA, and, thus, the MPPSA is
allegedly void and unenforceable.  Luzenac further claims that
EPMI owe it a Termination Payment equal to $1,300,000.

Luzenac calculated this amount based on what it believed would
have been the "market price that would have prevailed had the
market not been artificially inflated by gaming, trading
strategies and other schemes utilized by EPMI and others."
Luzenac also includes in its calculation a prepetition debt of
Garden State Paper Co., an affiliate of EPMI, it claims is owed
to Luzenac and various other fee deductions.

Mr. Petrick argues that there is no basis to support Luzenac's
calculation of the Termination Payment in that it is not based
on any provision of the MPPSA.  When properly calculated,
Luzenac, in fact, owes EPMI $6,814,533 as of the Early
Termination Date, plus interest at the Interest Rate provided
for under the MPPSA.

Accordingly, EPMI sent a letter to Luzenac disputing Luzenac's
calculation of the Termination Payment and demanding immediate
payment of the correct Termination payment.  The letter detailed
EPMI's right to the Termination Payment and sets forth the basis
for EPMI' position that the Termination Payment owed by Luzenac,
including interest at the Interest Rate, was $7,189,940.
However, Luzenac refused to make any Termination Payment.

In addition, pursuant to the MPPSA and Transaction entered into
between the parties, EPMI delivered wholesale electricity to
Luzenac on December 1 and, after the commencement of these
cases, on December 2 through December 4, 2001.  To date, Luzenac
has refused to pay the $18,466 it owes EPMI for these
prepetition and postpetition deliveries of wholesale
electricity.

Mr. Petrick maintains that Luzenac, thus, has breached the
MPPSA.

Mr. Petrick notes that Luzenac intends to void the contract
based on the public allegations against Enron Corp. concerning
alleged improper financial reporting and market manipulation
practices with respect to the energy markets.

By this complaint, EPMI asks Judge Gonzalez to:

  (1) order Luzenac to turnover property -- $6,841,533,
      plus interest at the Interest Rate --  belonging
      exclusively to EPMI' estate pursuant to Section 542(b) of
      the Bankruptcy Code;

  (2) declare that any claim by Luzenac for rescission of the
      MPPSA is a core claim under Section 541(c) of the
      Bankruptcy Code;

  (3) declare that Luzenac is not entitled to rescission of
      the MPPSA since it 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 MPPSA and waived any right
         to rescission after receiving knowledge of the alleged
         fraudulent acts;

  (4) declare that the arbitration provision within the
      MPPSA should not be enforced since the default provisions
      in the MPPSA implicate numerous substantive core
      Bankruptcy Code issues.  EPMI believe that these contracts
      constitute a $6,000,000,000 asset of the estate.  Thus,
      the determination of the core issues will affect the
      distribution to creditors and the allocation of assets
      among the various debtors;

  (5) declare that Luzenac 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 under the MPPSA and by
      failing to pay amounts due under the MPPSA;

  (6) award damages, in an amount to be determined at trial,
      resulting from Luzenac's failure to pay a Termination
      Payment resulting from the early termination of the
      MPPSA;

  (7) award damages, in an amount to be determined at trial,
      resulting from Luzenac's unjust enrichment when it
      withhold funds due to EPMI as this remedy is not
      contemplated in or provided for in the MPPSA;

  (8) award EPMI 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 17 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=ENRN03USR3
for real-time bond pricing.


ERIK LIGHTING: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Erik Lighting, Inc.
        80 Hartford Avenue
        Mount Vernon, New York 10553

Bankruptcy Case No.: 03-22632

Type of Business: Erik Lighting delivers preferred services to
                  its Professional Retail customers as a
                  leading distributor of GE Lighting Products.

Chapter 11 Petition Date: April 14, 2003

Court: Southern District of New York (White Plains)

Judge: Adlai S. Hardin Jr.

Debtor's Counsel: Lawrence R. Reich, Esq.
                  Reich Reich & Reich, P.C.
                  175 Main Street, Suite 300
                  White Plains, NY 10601
                  Tel: (914) 949--2126
                  Fax : (914) 949-1604

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
------                      ---------------       ------------
General Electric            Sec. Int.               $6,534,765
Michael Silvestri           w/undetermined      Collateral FMV
Rita Pietizak               unsecured deficiency
1900 Noble Road
Cleveland, OH 44112

Midtown Neon Sign Corp.     Trade Debt                 $88,884

The Gallant Companies       Trade Debt                 $74,162

Advanced Lighting           Trade Debt                 $68,074

Superior Light & Sign       Trade Debt                 $64,093
Maintenance Co.

UPS                         Trade Debt                 $63,304

Eastern State Lighting      Trade Debt                 $49,464
Services, LLC

The Garth Organization      Rent                       $40,047
Westrock Development LLC

Local Union 1430            Claim under collective     $39,861
                            Bargaining agreement

Joint Industry Board        Claim for breach of        $25,256
                            Collective bargaining
                            agreement

Lido Lighting               Trade Debt                 $22,893

Satco Products, Inc.        Trade Debt                 $21,696

Combined Pension Funds      Claim for contributions    $21,658
Acct.                      to pension funds

Mary Turnesa                Loan                       $17,000

Energy Planning Assoc.      Trade Debt                 $16,865
Corp.

Apollo Lighting             Trade Debt                 $12,954

Berini Chipman Co., Inc.    Trade Debt                 $10,787

The Gray Matter             Trade Debt                 $10,435
Group Inc.

Buca Energy, Inc.           Trade Debt                 $10,028

Federal Express             Trade Debt                  $8,694


E.SPIRE COMMS: Court Appoints Gary Sietz as Chapter 11 Trustee
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware appoints
Gary F. Sietz, Esq., as the Chapter 11 Trustee in e.Spire
Communications, Inc.'s chapter 11 cases.  Roberta A. Deangelis,
the Acting U.S. Trustee for Region 3 consulted with 6 parties in
interest about appointing Mr. Sietz as the Chapter 11 Trustee in
these cases:

     a. Domenic E. Pacitti, Esq.
        Saul Ewing, LLP, attorney for Debtors;

     b. Thomas L. Kent, Esq.
        Orrick Herrington & Sutcliffe
        attorney for Official Committee of Unsecured Creditors;

     c. David J. Ciminesi, Esq.
        Schulte Roth & Zabel, LLP
        attorney for Post-Petition Lenders;

     d. Richard G. Mason, Esq.
        Wachtel Lipton Rosen & Katz
        attorney for Pre-Petition Lenders;

     e. Susan B. Sherrill, Esq.
        attorney for Securities & Exchange Commission; and

     f. Ellen Slights, Esq.
        Assistant United States Attorney.

Gary F. Seitz, Esq. is an attorney at Palmer Biezup & Henderson,
LLP, with offices located at 956 Public Ledger Building, 620
Chestnut Street, Independence Mall West, Philadelphia, PA
19106-3409.  His fax number is (215) 625-0185.

e.spire Communications, Inc., is a facilities-based integrated
communications provider, offering traditional local and long
distance internet access throughout the United States. The
Company filed for chapter 11 protection on March 22, 2001
(Bankr. Del Case No. 01-974).  Domenic E. Pacitti, Esq., and
Maria Aprile Sawczuk, Esq., at Saul Ewing LLP represent the
Debtors in their restructuring effort.


EXIDE TECH.: 3rd Exclusivity Extension Hearing Set for Tuesday
--------------------------------------------------------------
Laura Davis Jones, Esq., at Pachulski Stang Ziehl Young Jones &
Weintraub, P.C., in Wilmington, Delaware, tells the Court that
Exide Technologies and its debtor-affiliates, and their
professionals have worked to ensure that these cases proceed at
a rapid rate in order to maximize the best interest of the
Debtors, their estates and their creditors; and are "on-track"
with these goals.  Since the Petition Date, the Debtors have:

  -- prepared and filed their Summary of Schedules and Statement
     of Financial Affairs and finalized amendments to the
     Schedules and Statements of Financial Affairs;

  -- continued to develop a comprehensive analysis of their
     leases and other executory contracts;

  -- negotiated and implemented a court-approved key employee
     retention program, which creates incentive milestones for a
     prompt and consensual conclusion of these Chapter 11 cases,
     in particular by December 2003 when the Prepetition
     Lenders' Standstill Agreement expires;

  -- cooperated with the Equity Committee and responded to due
     diligence;

  -- negotiated with their lending constituencies and the
     Committee a number of issues related to the Cybergenics
     Decision; and

  -- researched and filed a complaint that seeks to re-
     characterize certain agreements with various parties.

To that end, the Debtors and their professional advisors
explored restructuring alternatives and mechanisms including the
sale and consolidation of certain business segments of the
Debtors' business.  Furthermore, the Debtors have held
continuing discussions on these alternatives with the Committee,
Equity Committee and the Prepetition Lenders with the goal being
a consensual exit from bankruptcy.

Courts have held that a debtor should be given a reasonable
opportunity to negotiate an acceptable plan with creditors and
to prepare adequate financial and non-financial information
concerning the ramifications of any proposed plan for disclosure
to creditors.

Thus, by this motion, the Debtors ask the Court to extend their
exclusive period to file a Chapter 11 plan until August 7, 2003
and their exclusive period to solicit plan acceptances until
October 7, 2003.

Ms. Jones asserts that an extension of the Debtors' exclusive
periods is justified.  Not only do the Debtors have 19
manufacturing facilities in the United States and employ 6,500
persons, the Debtors are also attempting to coordinate their
operational and restructuring efforts with the ongoing
operational restructuring of their European non-debtor
subsidiaries.

Ms. Jones assures the Court that the Debtors are not seeking the
extensions to delay administration of their cases or to pressure
creditors to accept unsatisfactory plans.  On the contrary, this
request is intended to facilitate an orderly, efficient and
cost-effective plan process for the benefit of all creditors.
The objective of these Chapter 11 reorganization cases is the
resolution of the Debtors' Chapter 11 cases through the
negotiation, formulation, development, confirmation and
consummation of a consensual plan of reorganization.  The
Debtors are taking the steps necessary to reach that goal.
Accordingly, granting the extension of the exclusive periods
requested by the Debtors is reasonable and appropriate under the
circumstances of these cases.

The Debtors believe that the additional time requested to
formulate their plan will be beneficial to their estates and
will result in a more efficient use of estate assets and
resources. The Debtors anticipate that further extensions may be
necessary.

The Court will consider the Debtors' request on April 22, 2003.
By application of Del.Bankr.LR 9006-2, the Debtors' exclusive
filing period is automatically extended through the conclusion
of that hearing. (Exide Bankruptcy News, Issue No. 21;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


FLEMING COMPANIES: Continuing Use of Existing Bank Accounts
-----------------------------------------------------------
The United States Trustee has established certain operating
guidelines for debtors-in-possession that operate their
businesses.  One provision requires a Chapter 11 debtor to open
new bank accounts and close all existing accounts.  This
requirement, designed to provide a clear line of demarcation
between prepetition and postpetition claims and payments, helps
to protect against the inadvertent payment of prepetition claims
by preventing the banks from honoring checks drawn before the
Petition Date.

But Laura Davis Jones, Esq. at Pachulski, Stang, Ziehl, Young,
Jones & Weintraub, P.C., contends that if the guidelines were
enforced in Fleming's case, it would cause enormous disruption
in Fleming Companies, Inc., and its debtor-affiliates'
businesses and would impair their efforts to reorganize.  The
Debtors maintain 235 prepetition bank accounts. Therefore, the
transfer of the Bank Accounts will be tremendously disruptive
and time-consuming.

To avoid delays in the payment of postpetition debts and to
ensure a smooth transition into Chapter 11, Judge Walrath waives
the U.S. Trustee's requirement that the existing Bank Accounts
be closed and new postpetition bank accounts be opened.  Judge
Walrath authorizes the Debtors to continue maintaining their
existing Bank Accounts and, if necessary, to open new accounts.

Additionally, Judge Walrath instructs the banks to continue
providing service and administering the Debtors' Bank Accounts
without interruption and in the usual and ordinary course.  The
Banks are also directed to receive, process, honor and pay any
and all checks and drafts drawn on the Bank Accounts after the
Petition Date.  However, any prepetition checks drawn or issued
by the Debtors may be honored only if the Court specifically
authorizes. (Fleming Bankruptcy News, Issue No. 2; Bankruptcy
Creditors' Service, Inc., 609/392-0900)

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


GENERAL DATACOMM: Wants to Extend Exclusivity through June 30
-------------------------------------------------------------
General DataComm Industries, Inc., and its debtor-affiliates ask
for more time from the U.S. Bankruptcy Court for the District of
Delaware, to file their chapter 11 plan and solicit acceptances
of that plan.  The Debtors want to extend their filing and
solicitation period through June 30, 2003.

The Debtors relate that they have worked diligently to obtain
support from the Committee and the Lenders for a consensual
chapter 11 plan.  A hearing to approve the company's Disclosure
Statement is scheduled on April 29, 2003.

The Debtors point out that this exclusivity extension will
afford them time to complete the plan confirmation process
that's already well under way.  The Debtors note that the
salient provisions of the plan have been agreed upon by the
Lenders and the Committee.

General DataComm Industries, Inc., a worldwide provider of wide
area networking and telecommunications products and services,
filed for Chapter 11 protection on November 2, 2001 (Bankr. Del.
Case No. 01-11101).  James L. Patton, Esq., Joel A. Walte, Esq.
and Michael R. Nestor, Esq., represent the Debtors in their
restructuring efforts. In their July 2002 monthly report on form
8-K filed with SEC, the Debtors account $19,996,000 in assets
and $77,445,000 in liabilities.


GENTEK: Court Okays Parkowski & Guerke's Engagement as Counsel
--------------------------------------------------------------
GenTek Inc., and its debtor-affiliates obtained permission from
the Court to change Parkowski & Guerke, P.A.'s status from an
ordinary course professional to special counsel.

The Debtors employ Parkowski & Guerke as special Delaware
environmental counsel nunc pro tunc to March 1, 2003.

Parkowski & Guerke will assist the Debtors in:

    (a) technical issues that may arise as a result of
        objections by certain contract parties;

    (b) political, governmental and public relations issues;

    (c) depositions and witness examinations; and

    (d) other issues assigned by the Debtors.

The Debtors intend to compensate Parkowski & Guerke pursuant to
the firm's customary hourly rates.  Parkowski's current hourly
rates are:

                    Rates         Professional
                    -----         ------------
                    $375          Partners
                    $250          Associates
(GenTek Bankruptcy News, Issue No. 12; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


GILAT SATELLITE: Dec. 31 Balance Sheet Insolvency Tops $173 Mil.
----------------------------------------------------------------
Gilat Satellite Networks Ltd. (Nasdaq: GILTF), a worldwide
market leader in satellite networking technology and services,
reported its results for the year ending December 31, 2002. The
Company also announced the election of a new Board of Directors,
the appointment of two key management positions, and significant
new business awards.

Revenues for the year ending December 31, 2002, were US$209
million. Revenues for the year were impacted by the exclusion of
Gilat's European business unit revenues related to its joint
venture agreement with SES GLOBAL, the Company's restructuring
process, and a sluggish economy. The Company recorded several
charges throughout the year largely relating to the
restructuring process, the adoption of a new accounting policy,
the impairment of certain assets, and other charges. The Company
primarily took the following charges in the year: US$69.7
million charge related to goodwill in accordance with the
adoption of a new accounting policy under the Statement of
Accounting Standards (SFAS) No. 142; US$51.4 million related to
impairment of investments in companies, primarily GVT and long-
term notes, US$8.3 million impairment of intangible assets,
US$42.4 million charge for impairment of other long lived
assets, all relating to SFAS No. 144; US$20.1 million related to
an impairment of inventory, and approximately US$34.7 million
for bad debt. Including these and other charges, the Company
reported a net loss of US$348.2 million, or US$14.77 per share
for the year ended December 31, 2002.

Restructuring plan completed reducing debt, financing costs and
improving shareholders equity

The Company also announced on March 17, 2003, that it had
completed its plan of arrangement with its bank lenders, holders
of its 4.25% Convertible Subordinated Notes due 2005, and
certain other creditors, removing uncertainty related to the
Company's debt position and improving viability. The successful
completion of its debt restructuring plan reduces the Company's
principal debt by approximately US$305 million, secures new
agreements with its banking creditors, and significantly reduces
overall financing costs. As a result of the agreement, the
Company expects to increase its shareholder's equity by
approximately US$230 million. The Company secured long-term, 10-
year agreements with both its existing bank group and holders of
the 4.00% convertible notes. The Company's primary obligations
as of March 31, 2003, will now consist of US$118.3 million in
long-term bank debt over a term ending in 2012 and US$88.3
million in 4.00% convertible notes due 2012. The Company's near-
term financing costs will be reduced by approximately 60% over
the year 2002.

The Company ended the year December 31, 2002, with approximately
US$71 million of cash, including restricted cash, and
equivalents. Also at year-end, current assets were higher than
current liabilities by approximately US$128 million.

The Company's December 31, 2002 balance sheet shows a total
shareholders' equity deficit of about $173 million.

The Company also announced that its shareholders and Board of
Directors approved a 1-for-20 reverse stock split. This reverse
stock split will reduce the number of outstanding shares of the
Company to approximately 12,987,860 shares, effective on
April 16, 2003.

The Company also announced that its new Board of Directors has
elected two key management positions. After the resignations of
Chairman and CEO Yoel Gat, and President Amiram Levinberg, the
Board elected Shlomo Rodav as Chairman and Oren Most as
President and CEO. Shlomo Rodav joins Gilat as Chairman and is
the successful owner and manager of numerous companies in the
high-tech, infrastructure, environment, food and holdings areas.
Oren Most joins Gilat from Cellcom (Israel), the county's
largest and most successful cellular phone company, where he was
one of the company's founders and served as Deputy CEO and Head
of the Customers Division.

Improving deal funnel and backlog, Gilat recently announced
several new deals in the United States, Latin America, and
Africa, including expanded support for GTECH lottery operations
in the US

During the fourth quarter and in the recent months, Gilat has
continued it market leading position in the industry by
continuing to win significant new business in the United States,
Latin America, and Africa. The recent wins led to an increase in
backlog, totaling approximately US$250 million at year-end 2002
and comparably higher than the same period in 2001. From this
backlog amount, the Company expects that approximately over
US$120 million will turn into revenue during 2003, thus
providing a stable base on which to grow revenue from new
project wins during the upcoming year. Major new business wins
recently announced include the following:

     - The Company announced in January that its US subsidiary,
Spacenet, has received multiple purchase orders with global
lottery services leader GTECH Corporation for nearly 10,000
Gilat Skystar Advantage(R) broadband satellite communications
terminals for lottery networks in California, Minnesota, Kansas
and New York. The Company also received purchase orders for an
additional 1,250 VSATs for lottery networks in Idaho and
California.

     - Diebold, Incorporated has contracted with Spacenet to
become an authorized channel partner of Spacenet's
Connexstar(SM) business-grade satellite broadband service.

     - Spacenet has also been selected by International Dairy
Queen, Inc. (IDQ) as its exclusive provider of satellite-based
broadband connectivity for its restaurant brands, including
Dairy Queen Brazierr stores, throughout the United States.

     - The Colombian government selected Gilat for two Compartel
projects including the installation and operation of 500
telecenters that will provide Internet connectivity and
telephony services in cities and towns throughout Colombia and a
3,000-site fixed rural satellite telephony network. Together,
the total value of the contracts is approximately US$65 million.

     - In a contract worth US$22 million, Brazil's
Communications Ministry selected Gilat to provide Skystar 360E,
two-way, satellite Internet service to 3,200 sites nationwide,
as part of the country's new GESAC program.

     - Gilat was selected by Telkom South Africa Limited, the
largest telco in Africa, to provide a Skystar 360E satellite hub
station and thousands of VSAT terminals, establishing Gilat's
satellite-based technology as Telkom SA's broadband VSAT
offering. The agreement spans a five-year period reaching a
cumulative amount of more than 26,000 units. Gilat expects to
generate approximately US$10 million in revenue by the end of
2003.

     - The Company announced it is providing broadband satellite
communications equipment and services to support an important
new joint venture in Mexico between GlobalSat and Intelsat
Global Services Corporation. GlobalSat is teaming with Intelsat
to introduce two-way satellite broadband Internet service
throughout Mexico. The service will target the small office/home
office (SOHO) market, small to medium enterprises (SMEs) and
remote offices of multinational corporations.

Gilat Satellite Networks Ltd., with its global subsidiaries
Spacenet Inc., Gilat Latin America, Inc. and rStar Corporation
(RTRCE), is a leading provider of telecommunications solutions
based on Very Small Aperture Terminal (VSAT) satellite network
technology -- with nearly 400,000 VSATs shipped worldwide. Gilat
markets the Skystar Advantage, DialAw@y IP, FaraWay, Skystar
360E and SkyBlaster* 360 VSAT products in more than 70 countries
around the world. The Company provides satellite-based, end-to-
end enterprise networking and rural telephony solutions to
customers across six continents, and markets interactive
broadband data services. The Company is a joint venture partner
in SATLYNX, a provider of two-way satellite broadband services
in Europe with SES GLOBAL. Skystar Advantage(R), DialAw@y IP(TM)
and FaraWay(TM) are trademarks or registered trademarks of Gilat
Satellite Networks Ltd., or its subsidiaries. Visit Gilat at
http://www.gilat.com


GLOBAL CROSSING: Wants Clearance for Bitro Settlement Agreement
---------------------------------------------------------------
Prior to the Petition Date, Bitro Telecommunications
Incorporated agreed to purchase network transport and other
telecommunication services from Global Crossing Bandwidth, Inc.
formerly known as Frontier Communications of the West, Inc.,
pursuant to a certain Carrier Services Agreement, by and among
Bitro and GX Bandwidth, dated as of August 25, 1999.

On April 30, 2001, GX Bandwidth filed a complaint in the
Superior Court of the State of California for the County of
Santa Barbara against Bitro for breach of the Carrier Services
Agreement.  GX Bandwith asserted $1,790,747.08 in damages on
account of Bitro's payment defaults under the Carrier Services
Agreement.  On September 4, 2001, Bitro filed a cross-complaint
in the California Superior Court against GX Bandwidth for breach
of contract, fraud, negligent misrepresentation, interference
with economic advantage, and unfair competition.

To avoid the costs and uncertainty of litigation, the Debtors
entered into settlement discussions with Bitro to resolve the
litigation.  After arm's-length negotiations, GX Bandwidth and
Bitro agreed to the terms of a settlement dated as of June 13,
2002.  The Stipulation provides for:

    (i) certain payments by Bitro to the Debtors;

   (ii) the dismissal of the First Amended Cross-Complaint after
        the Court's approval of the Stipulation;

  (iii) the dismissal of the Complaint once all amounts pursuant
        to the Stipulation have been paid by Bitro to the
        Debtors; and

   (iv) mutual releases.

Thus, the Debtors ask the Court to approve the Stipulation.

The salient terms of the Stipulation are:

  A. The parties agree that Judgment will be entered against
     Bitro amounting to $1,000,000 unless Bitro makes certain
     payments pursuant to the terms of the Stipulation;

  B. Bitro will pay the Debtors $100,000 without further delay
     and $400,000 no later than three months after the First
     Payment;

  C. Bitro may elect to make the Second Payment over time
     under a payment plan.  Pursuant to the Payment Plan, Bitro
     will pay the Debtors:

         (i) $15,000 per month for the first 12 months following
             approval of the Stipulation;

        (ii) $26,000 per month for the next 17 months; and

       (iii) $28,000 for the last month.

     Under the Payment Plan, Bitro would make payments totaling
     $750,000, whereas Bitro would make payments totaling
     $500,000 if it elects to make the Second Payment as a
     lump-sum;

  D. Bitro may prepay amounts owed under the Payment Plan by
     making a lump-sum payment and will receive a credit for the
     lump-sum payment in accordance with a formula set forth in
     the Stipulation;

  E. The parties agree that the First Amended Cross-Complaint
     will be dismissed, with prejudice, after the Court's
     approval of the Stipulation;

  F. The parties agree that the Complaint will be dismissed,
     with prejudice, once all amounts due pursuant to the
     Stipulation have been paid to the Debtors; and

  G. The parties agree to release, discharge and acquit each
     other from all claims and causes of action asserted in the
     Complaint, the First Amended Cross-Complaint, and all
     claims arising out of the subject matters contained in the
     lawsuit.

Mr. Basta asserts that the Stipulation is a fair resolution of
the disputes between the parties and in the best interests of
the Debtors' estates. (Global Crossing Bankruptcy News, Issue
No. 38; Bankruptcy Creditors' Service, Inc., 609/392-0900)


GLOBE METALLURGICAL: Employing Ordinary Course Professionals
------------------------------------------------------------
Globe Metallurgical Inc., asks for authority from the U.S.
Bankruptcy Court for the Southern District of New York to employ
the professionals its utilizes in the ordinary course of its
business.

The Debtor wants to pay the Ordinary Court Professionals 100% of
their fees and expenses, without the submission of separate
employment applications, affidavits, and the issuance of
separate orders for each individual professional.

Payments to Ordinary Course Professionals, the Debtor points
out, will be made only after submission of an appropriate
invoice setting forth in reasonable detail the nature of the
services rendered and disbursements actually incurred.  Ordinary
Course Professional compensation will be capped in the aggregate
at $35,000 per month.

The Debtor argues that it is essential that the employment of
the Ordinary Course Professionals be continued to avoid any
disruption in the Debtor's ability to utilize the professionals
in the day-to-day operation of its business.  The Debtor
contends that in doing so, the estate will save the expense of
separately applying for the employment of each professional.

Although some of the Ordinary Course Professionals may hold
minor amounts of unsecured claims against the Debtor with
respect to prepetition services rendered, the Debtor notes that
no Ordinary Course Professionals has an interest materially
adverse to the Debtor, its creditors, or other parties-in-
interest that may warrant disqualification under Section 327(e)
of the Bankruptcy Code.

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.


GOODYEAR TIRE: Will Publish First Quarter Results by Month-End
--------------------------------------------------------------
The Goodyear Tire & Rubber Company (NYSE: GT) will report first
quarter 2003 financial results on Wednesday, April 30, to be
followed by an investor conference call at 9 a.m. EDT.

Participating in the conference call will be Robert J. Keegan,
president & chief executive officer; Robert W. Tieken, executive
vice president & chief financial officer; and the presidents of
Goodyear's seven Strategic Business Units.  They will review
Goodyear's first quarter results as well as its future
strategies.

Prior to the commencement of the call, Goodyear will post the
financial and other statistical information that will be
presented, on its investor relations Web site:
http://www.goodyear.com/investor/events.html

Shareholders, members of the media, and other interested persons
may access the conference call on the Web site or via telephone
by calling (706) 634-5954 before 8:55 a.m. April 30.  A taped
replay of the conference call will be available at 2 p.m. April
30 by calling (706) 645-9291 and entering access code 9612747.
The call replay will also remain available on the Web site.

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

Goodyear Tire & Rubber's 8.500% bonds due 2007 (GT07USR1) are
trading at about 74 cents-on-the-dollar, says DebtTraders. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=GT07USR1for
real-time bond pricing.


GRAHAM PACKAGING: Completes Sale of German Unit to Serioplast
-------------------------------------------------------------
On March 31, 2003, Graham Packaging Company, L.P., completed the
sale of certain assets and liabilities of its subsidiary, Graham
Packaging Deutschland GmbH.

The sale was effectuated pursuant to an Asset Purchase/Sale and
Transfer Agreement between the purchaser, Serioplast GmbH, and
Graham Packaging Deutschland GmbH. The purchase price included
cash paid by Serioplast GmbH in the amount of $0.3 million and
cash of $0.5 million to be received upon the filling of the
first sales orders after March 31, 2003 from a certain customer
whose contract had been transferred pursuant to the sale, plus
the assumption by the purchaser of certain pension liabilities
for transferred personnel on the closing date, which, as of
March 31, 2003, amounted to $0.5 million. Consideration was
determined by arm's-length negotiations. There was no prior
material relationship between the purchaser, on the one hand,
and the Company, its affiliates, officers or directors or any of
their associates, on the other hand, although in 2002, it sold
its Italian operations to affiliates of Serioplast GmbH for
which consideration was also determined by arm's-length
negotiations.

In its year-end 2002 balance sheet, the Company shows a working
capital deficit of about $12 million, and a partners' capital
deficit of about $460 million.


HARBOUR ENTERTAINMENT: Illegal Insurance Operation is Shut Down
---------------------------------------------------------------
Pennsylvania Insurance Commissioner Diane Koken has closed down
the illegal insurance operations of Harbour Entertainment and
Sports Insurance and its agent Clarence J. Hall. Additionally,
she has assessed fines totaling more than $1.6 million.

Harbour "engaged in the business of insurance without being
properly licensed to do so," the Commissioner charged.
"Unlicensed insurers are not regulated, may not be actuarially
sound, and cannot guarantee claim payments if the company goes
bankrupt."

Harbor Entertainment and Sports Insurance offered liability
insurance for special events, sporting events and concerts to
policyholders across the country as well as Pennsylvania.

"Those involved with this company have shown a total disregard
for law and authority, have ignored Pennsylvania insurance
statutes and failed to remit policyholder premiums," Koken
explained. "I have ordered that maximum civil penalties be
imposed in the amount of $1,275,000 and Clarence Hall be
prohibited from transacting business in Pennsylvania for a
minimum of 20 years."

"I can't stress enough that employers and consumers should take
the time to be sure they are dealing with a licensed insurance
company. Fraudulent companies may have slick marketing materials
or websites, but a simple question should be answered before you
buy any coverage. That question is 'are you licensed?'"

The Pennsylvania Insurance Department is responsible for
licensing insurance companies and agents in the state. Licensed
companies are listed on the Department's Web site at
http://www.insurance.state.pa.us


INTEGRATED HEALTH: Settles Claims Dispute with Richard Masso
------------------------------------------------------------
Alfred Villoch, III, Esq., at Young Conaway Stargatt & Taylor
LLP, in Wilmington, Delaware, recounts that on January 31, 2002,
HIS commenced an adversary proceeding by filing a complaint
against Anthony R. Masso pursuant to and under Rule 7001 of the
Federal Rules of Bankruptcy Procedure.  The Complaint seeks
relief to recover amounts due and payable under two amended
promissory notes that Integrated Health Services, Inc., issued
in Mr. Masso's favor totaling $520,000, plus interest thereon
from and after the date of the Notes and reasonable attorney's
fees pursuant to Sections 541, 542(b) and 548 of the Bankruptcy
Code.

By this motion, the Debtors ask Judge Walrath to approve a
stipulation settling the Adversary Proceeding.

Pursuant to the Stipulation and in settlement of the Adversary
Proceeding, Mr. Masso will pay the Debtors $125,000.  Upon Court
approval of the Stipulation, Mr. Masso and IHS will be deemed to
have released one another from any and all claims of any kind
whatsoever, whether contingent or matured, liquidated or
unliquidated, known or unknown, pertaining to any act or event.
The Adversary Proceeding will be also dismissed and closed with
prejudice.  In addition, Mr. Masso has agreed to execute and
deliver a confession of judgment to counsel for IHS.  The
Confession of Judgment will be held by counsel to IHS when Mr.
Masso's payment is made and three years have passed.  Any and
all claims filed on Mr. Masso's behalf against the Debtors in
these cases will be deemed withdrawn, and Mr. Masso will waive
any right to receive any distribution on account of these
claims.  Mr. Masso has asserted two administrative priority
claims against the bankruptcy estates for $1,350,000 and
$1,405,200 for unpaid severance under his employment contract.

After lengthy negotiations with Mr. Masso and detailed analysis
of the allegations in the Complaint and the issues raised by Mr.
Masso's counsel, the Debtors believe that the resolution enables
them to receive substantially all of the relief, which they
could have reasonably expected to receive from prosecuting the
Adversary Proceeding.  Specifically, the Debtors will receive
$125,000 from Mr. Masso, who will also waive his two
administrative priority claims against the Debtors' estates.
The settlement could provide the Debtors with $2,800,000 in
savings. (Integrated Health Bankruptcy News, Issue No. 55;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


INTERLIANT INC: Inks Pact to Sell Assets & Business to Pequot
-------------------------------------------------------------
Interliant, Inc. (OTCBB:INIT), a provider of managed
infrastructure solutions, announced that Pequot Ventures, the
direct investment arm of Pequot Capital Management, Inc., a
private investment firm with approximately $6 billion of assets
under management, has signed an agreement to acquire
Interliant's managed infrastructure solutions business. This
represents substantially all of Interliant's remaining assets
and is comprised of its managed messaging/collaboration, managed
hosting, managed security, and consulting businesses, as well as
its UK operations. The acquisition is structured as an asset
sale under section 363 of the US Bankruptcy Code and includes
the assumption of certain liabilities associated with the assets
being acquired.

Upon the closing of the acquisition, Pequot expects to expand
Interliant's activities from its current base of operations. The
parties expect the closing to occur on or about the first week
of June 2003.

"The acquisition of Interliant by a successful and well-regarded
private investment fund is an indication of the power of the
selective outsourcing model for messaging, collaboration and
managed hosting solutions," said Francis J. Alfano, Interliant's
president and CEO. "This transaction provides strong financial
support and allows our customers to be confident about our
ability to provide them with services well into the future. We
can now focus all of our energy on growing Interliant's
business, providing our customers the high level of service and
solutions that we have delivered throughout our restructuring,
and on expanding our capabilities."

"Pequot invests in growing companies poised to accelerate to the
next level. With its diverse customer experience, global
presence, strong management team, and world class technological
and operational excellence, Interliant is well positioned to be
a leader in the growing managed infrastructure market," said
Gerald A. Poch, managing general partner of Pequot. "We are very
excited about the future of this business."

The proposed sale is subject to certain conditions, including an
auction and the approval of the transaction by the Bankruptcy
Court in Interliant's pending Chapter 11 proceeding. Following
the proposed sale, the Company intends to file a plan of
liquidation distributing all of its assets, including all
proceeds from the proposed sale, to its creditors.

Interliant, Inc., (OTCBB:INIT) is a leading provider of managed
infrastructure solutions, encompassing messaging, security, and
hosting plus an integrated set of professional services that
differentiate and add customer value to these core solutions.
The company makes it easier and more cost-effective for its
customers to acquire, maintain, and manage their IT
infrastructure via selective outsourcing. Headquartered in
Purchase, New York, Interliant has forged strategic alliances
and partnerships with the world's leading software, networking
and hardware manufacturers, including Check Point Software
Technologies Inc., IBM and Lotus Development Corp., Microsoft,
and Sun Microsystems Inc.

On August 5, 2002, Interliant filed for reorganization under
Chapter 11 of the U.S. Bankruptcy Code.

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

Pequot Ventures is the direct venture investment arm of Pequot
Capital Management, Inc. and has a direct investment focus on
today's most dynamic startup and growth stage companies in
technology, telecommunications and healthcare. Pequot Ventures
creates value by bringing energy and substantial sector
expertise to its portfolio companies through the collective
intellectual capital, deep operating experience and extensive
network of its investment team. The firm leverages its unique
multi-billion dollar presence across both public and private
equity markets to help build competitive, sustainable businesses
in fast changing environments throughout their lifecycle. Pequot
Ventures accomplishes this goal in close partnership with the
founders and management teams of its portfolio companies.


KAISER ALUMINUM: Wants Nod to Hire Goodmans as Canadian Counsel
---------------------------------------------------------------
Concurrent with their Chapter 11 proceedings, three Kaiser
Aluminum Corporation debtor-affiliates filed ancillary
proceedings in Canada under the Canadian Companies' Creditors
Arrangement Act, R.S.C. 1985 c. C-36, as amended.  In view of
the CCAA proceedings, the Debtors seek the Court's authority to
employ Goodmans LLP as their Canadian counsel nunc pro tunc to
January 14, 2003.

Goodmans will render general legal services as needed throughout
the ancillary proceedings of Kaiser Aluminum and Chemical Canada
Investment Limited, Kaiser Aluminum & Chemical Canada Limited
and Texada Mines Ltd.  In particular, Goodmans will:

  (a) advise the Canadian Debtors of their rights, powers and
      duties in connection with the Ancillary Proceedings;

  (b) prepare, on the Canadian Debtors' behalf, all necessary
      and appropriate applications, motions, draft orders, other
      pleadings, notices and other documents and review all
      financial and other reports to be filed in the Ancillary
      Proceedings;

  (c) advise the Canadian Debtors concerning, and prepare
      responses to, motions, pleadings, notices and other papers
      that may be filed and served in the Ancillary Proceedings;

  (d) advise and assist the Canadian Debtors in connection with
      any potential property dispositions;

  (e) commence and conduct any and all litigation in Canada
      necessary or appropriate to assert rights held by the
      Canadian Debtors;

  (f) provide corporate governance, litigation, tax and other
      general Canadian legal services for the Debtors; and

  (g) perform all other necessary or appropriate legal services
      in connection with the Ancillary Proceedings.

The Debtors tell the Court that Goodmans is particularly well
suited to serve as their Canadian counsel in the Ancillary
Proceedings.  Goodmans is one of Canada's premier transactional
law firms and is well recognized across Canada and
internationally for handling large-scale corporate bankruptcies.
The Debtors relate that Goodmans' Corporate Restructuring Group
is widely regarded as one of the best in Canada.  The Corporate
Restructuring Group has provided counsel to major Canadian and
international corporations on a wide range of restructuring,
financing and corporate issues and is well versed in the broad
range of complex issues that frequently arise in the course of
reorganizing or restructuring corporations.

The Debtors report that Goodmans has participated in most major
insolvency cases in Canada, including, among others,
representing Teleglobe Inc., in its CCAA and Chapter 11
proceedings; Laidlaw Inc. in its CCAA and Chapter 11
proceedings; Onex Corporation, as equity sponsor, in its
acquisition of Loews Cineplex Entertainment Corporation and
Cineplex Odeon Corporation in their CCAA and Chapter 11
proceedings; U.S. Secured Note Holders in the 2000 Canadian
Airlines restructuring; the Canadian lending syndicate in its
capacity as court-appointed Monitor in the CCAA proceedings of
The Loewen Group Inc.; IBM Canada Ltd. as senior lender to
Beamscope Canada Ltd. in its CCAA proceedings and subsequent
receivership; the receivership of Patriot Computers Inc.; and
the Canadian Red Cross Society in its CCAA restructuring.

Goodmans also represented PricewaterhouseCoopers Inc., in its
capacity as court-appointed Monitor in the CCAA proceedings of
PSINet Inc.; Congress Financial Corporation as agent for the
senior lenders to the A.G. Simpson group of companies; KPMG Inc.
as Liquidator of Confederation Life Insurance Company;
Liquidators of Northumberland General Insurance Company,
Sovereign Life Insurance Company, Advocate General Insurance
Company, United Canada Insurance Company, Midland Insurance
Company, Reliance Insurance Company, Orion Insurance Company and
English and American Insurance Company; and Ernst & Young Inc.,
as Receiver of MaxLink Communications Inc.

The Debtors propose to compensate Goodmans in accordance with
its standard hourly rates plus reimbursement of expenses.
Goodmans' professionals and their hourly rates are:

      Name                     Position                 Rate
      ----                     --------                 ----
      Jay A. Carfagnini        Partner               CND$700
      Candy S. Schaffel        Partner                   625
      Carrie Smit              Partner                   625
      Brian F. Empey           Partner                   590
      Mark A. Surchin          Partner                   590
      Susan Zimmerman          Partner                   550
      David Poore              Associate                 425
      Scott Bell               Associate                 310
      Nick Diksic              Associate                 290
      Maureen Bellmore         Associate                 285
      Joel Guralnick           Associate (Vancouver)     260
      Piran Thillainathan      Articling Student         140
      Mary Saulig              Librarian                 130
      Diane Haist              Librarian                 110
      Diane Rooke              Librarian                  70
      Overtime, Secretary                                 50

The Debtors disclose that on January 13, 2002, they had paid
Goodmans CND$120,368 from their operating cash on account of
prepetition fees and expenses Goodmans incurred on matters
relating to the commencement of the Ancillary Proceedings.  On
March 10, 2003, Goodmans completed a reconciliation of the
prepetition fees and expenses and determined that the
Prepetition Payment exceeded actual fees and expenses by
CND$3,444.  Goodmans has held the CND$3,444 in trust as a
retainer.

Brian F. Empey, a partner at Goodmans, attests that the firm
neither holds nor represents any interest adverse to the Debtors
or their estates.  Goodmans is a "disinterested person," as
defined in Section 101(14) of the Bankruptcy Code and as
required by Section 327(a).  However, Mr. Empey tells the Court
that Goodmans:

    -- from September 1999 until April 2000, provided legal
       services to the Debtors in relation to an Export License,
       but the Debtors do not owe Goodmans any amount for that
       engagement;

    -- from time to time, has provided services, and likely will
       continue providing services, to certain creditors and
       various other parties adverse to the Debtors in matters
       unrelated to these Chapter 11 cases or the Ancillary
       Proceedings;

    -- provides services in connection with numerous cases,
       proceedings and transactions unrelated to the Ancillary
       Proceedings and the Debtors' Chapter 11 cases, which
       involve numerous attorneys, financial advisors and
       creditors, some of which may be claimants or parties with
       actual or potential interests in these cases or may
       represent the parties;

    -- or its personnel may have business associations with
       certain creditors unrelated to the Ancillary Proceedings
       and these Chapter 11 cases.  In the ordinary course of
       its business, Goodmans may also engage counsel or other
       professionals in unrelated matters who now represent, or
       who may in the future represent, creditors or other
       interested parties in these cases; and

    -- has 175 attorneys and 391 other employees in Canada.  It
       is possible that certain of its employees may have held
       securities of the Debtors or interests in mutual funds or
       other investment vehicles that may own the Debtors'
       securities. (Kaiser Bankruptcy News, Issue No. 25;
       Bankruptcy Creditors' Service, Inc., 609/392-0900)


KMART CORP: Has Until May 31 to Make Lease-Related Decisions
------------------------------------------------------------
At least 30 landlords of Kmart Corporation and debtor-affiliates
filed objections with respect to 63 go-forward leases.  There
were no objections with respect to the other 294 affected go-
forward leases.

The Objecting Landlords include:

  1. Lexington Warren, LLC,
  2. Shadrall Associates,
  3. Sterik Burbank LP,
  4. Key Plaza I, Inc.
  5. Syers Properties I. LP.
  6. OTR,
  7. Malan Mortgagor, Inc.,

Certain Landlords contend that the requested extension should be
denied because the Debtors have had adequate time to evaluate
the go-forward leases.  Thus, the Debtors have failed to show
"cause" for the extension.  Certain landlords believe that the
extension would prejudice their interests in the leases.

                 Debtors' Omnibus Response

Although they and their advisors have completed their financial
and performance review of the existing store base, the Debtors
insist that they have shown that the modest extension of time
requested would provide substantial benefits to the estates and
the reorganization process.  The Debtors note that the requested
extension is short.  The new proposed deadline is the earliest
of the confirmation of a reorganization plan or May 31, 2003.
As the Debtors anticipate emerging from Chapter 11 under a
confirmed plan by April 30, 2003, the extension in all
likelihood will end up being for only one month.

The Debtors assert that the extension will allow them to make
their decisions with respect to the go-forward leases in
connection with their reorganization plan.  The Debtors have
already obtained an extension through and including the plan
confirmation date to dispose majority of their leases for their
go-forward stores through the Court's order on July 31, 2002.
The Debtors tell the Court that their emergence and the
assumption of leases are tied together.  The Debtors' leased
stores and distribution centers are among their primary assets
and are vital to their reorganization efforts.  The go-forward
leases are integral to the Debtors' strategic business plan.

There is also no compelling reason, the Debtors say, to carve
out the 357 go-forward leases before the vast majority of their
other executory agreements are assumed.  Requiring the Debtors
to file separate motions to assume or reject a relatively small
number of real property leases would be a waste of their
resources and the Court's time at this crucial point of the
case.

Contrary to their belief, the Debtors assure the Court that if
the landlords were ever prejudiced, it would be minimal in
comparison to the benefits to the bankruptcy estates from the
modest extension period.  The Debtors inform the Court that they
are current on their postpetition lease obligations and will
continue to make the required monthly rent and other leasehold
payments attributable to the extension.  The Debtors also note
that they have significant cash revenues from their operations.
They also have access to the $2,000,000,000 DIP financing, which
is soon to be replaced by their $2,000,000,000 exit financing
facility.  The financing facilities enable the Debtors to
perform their obligations under the unexpired leases.

           More Objections and the Debtors' Response

Certain landlords raised concerns over their ability to file
rejection or cure claims or to vote on the reorganization plan.
The Debtors observe that the objections somehow relate to the
Disclosure Statement and the Reorganization Plan and are
irrelevant with respect to the requested extension.  The Debtors
want the Objections to be overruled.

Objection                        Debtors' Response
---------                        -----------------
The request improperly           This Court on several occasions
suspends the operation of        has held that "go dark"
certain lease covenants,         provisions are unenforceable
including "go dark" provisions,  restrictions on assignments
or similar lease restrictions.   under Section 365(f)(1) of the
                                 Bankruptcy Code.  In one of its
                                 rulings, the Court indicated
                                 that the enforcement of "go-
                                 dark" provisions would cause
                                 the estate to suffer from the
                                 hindrance on marketing efforts
                                 and the possible loss of a
                                 potentially valuable asset.

Any order extending the time to  The proposed order contains a
assume or reject must be         provision allowing the landlord
without prejudice to the         to compel the Debtors to assume
landlord's right to compel the   or reject the lease for cause.
Debtors to assume and assign a   But a landlord cannot compel
lease for cause.                 the Debtors to assign the
                                  lease.

Any order must continue placing  The Debtors have carried the
the burden to show cause upon    burden of establishing "cause"
the Debtors throughout the       for the proposed extension.  If
extension period.                the extension is granted, a
                                 landlord that later chooses to
                                 reconsider the order to wants
                                 to shorten the time period must
                                 establish "cause" for doing so.
                                 The Debtors need not
                                 reestablish "cause" in response
                                 to later requests by the
                                 landlords.

The requirement under the        This is an objection to the
Plan that allows the Debtors     Plan and is irrelevant to the
to provide exhibits indicating   Motion.  The Disclosure
which leases will be assumed     Statement includes information
or rejected only five days       adequate to allow creditors to
before the expiration of the     make informed decision on the
voting period does not give      Plan.  The filing of Plan
the landlord adequate time to    exhibits seven days before the
assess the effect of the Plan    Voting Deadline provides the
and any rejection claim.         creditors with opportunity to
                                 review information contained in
                                 the Plan exhibits sufficiently
                                 in advance of the Voting
                                 Deadline and is consistent with
                                 other disclosure statements
                                 approved in other large Chapter
                                 11 cases.

There is uncertainty regarding   The Debtors are current on
the Debtors' ability to comply   their postpetition lease
with the postpetition            obligations.  The Debtors'
obligations under the lease.     proposed order requires them to
                                 comply with Bankruptcy Code
                                 Section 365(d)(3) during the
                                 postpetition, pre-rejection
                                 period.  If a landlord does
                                 produce evidence of
                                 postpetition amounts that are
                                 due and owing, after due
                                 investigation , the Debtors
                                 will pay the amounts that they
                                 determine to be postpetition
                                 immediately.  Given their
                                 $2,000,000,000 DIP financing --
                                 soon to be replaced by a
                                 $2,000,000,000 exit financing
                                 -- the Debtors have the
                                 financial resources to perform
                                 all of their postpetition
                                 obligations under the leases.

Any Section 365 Deadline must    Parties whose contracts or
be in advance of the Plan        leases are rejection in
confirmation to grant            connection with the Plan never
landlords a reasonable           have the right to vote on the
opportunity to vote on the       Plan.  Section 1123(b)(2) of
Plan if their leases are         the Bankruptcy Code
rejected.                        specifically allows the Debtors
                                 to reject contracts or leases
                                 pursuant to the Plan.  Parties
                                 of contracts or leases rejected
                                 pursuant to a Plan are not
                                 treated as creditors for voting
                                 purposes.

Neither the Debtors' Motion nor  This is a Plan objection and is
the Disclosure Statement         irrelevant with respect to the
indicate what cure is with       request.  The revised Plan
respect to the lease.            provides the landlords 45 days
                                 after the assumption of a lease
                                 to submit its cure claim with
                                 respect to that lease.

No authority exists under the    The Debtors had amended
Bankruptcy Code or case law to   language of the proposed
extend the Section 365 deadline  Order to extend the Section 365
beyond the confirmation of a     deadline until the earliest of
reorganization plan.             Plan confirmation or
                                 May 31, 2003.

The legislative history of the   The Debtors had amended
Shopping Center amendments       language of the proposed
indicates that Congress was      Order to extend the Section 365
trying to protect the landlords  deadline until the earliest of
and does not allow for a post-   Plan confirmation or
confirmation extension under     May 31, 2003.
Section 365(d)(4).

Bankruptcy Code Section          The Debtors had amended
1123(b)2) does not permit a      language of the proposed
plan to continue the rights or   Order to extend the Section 365
powers of a trustee or debtor-   deadline until the earliest of
in-possession to extend beyond   Plan confirmation or
the Plan confirmation.           May 31, 2003.

Only a trustee or debtor-in-     The Debtors had amended
possession has the power to      language of the proposed
assume or reject an unexpired    Order to extend the Section 365
lease under Section 365.         deadline until the earliest of
                                 Plan confirmation or
                                 May 31, 2003.

The proposed extension would     The extension will not
impair the marketability of the  prejudice the landlords.  The
landlord's other store           hearing to approve the Plan is
locations within the shopping    scheduled for April 14 and 15,
center and the landlord's        2003.  The Debtors are planning
ability to retain current        to emerge by April 30, 2003.
tenants.                         If the Debtors are successful
                                 and the Plan is confirmed, the
                                 extension will only encompass
                                 one month.

The Landlord is prejudiced as    The landlord consensually
its lender has required it to    agreed to such requirements in
pay a monthly escrow fee under   connection with its own
its financing agreement until    financing agreement.  The
the earlier of the assumption    Debtors have no burden with
of the Kmart lease or until the  respect to that landlord's
property is relet.               financing.  In a similar case,
                                 the Court has held that the
                                 fact that a landlord is unable
                                 to meet its financial
                                 obligations does not constitute
                                 cause to compel the Debtors to
                                 assume or reject a lease.

Any extension should be          Requiring the Debtors to cure
conditioned on the requirement   defaults under a lease prior to
that the Debtors cure existing   the assumption of that lease is
defaults as the time of the      more than the Bankruptcy Code
extension ad comply with all     provides and is unnecessary.
postpetition lease obligations.  The proposed Order requires the
                                 Debtors to comply with
                                 Bankruptcy Code Section
                                 365(d)(3) during the
                                 postpetition, pre-rejection
                                 period.

Under the Plan, the Debtors      This is a Plan Confirmation
retain the option to designate   objection and is irrelevant to
the go-forward leases as         the request.  The proposed
Qualifying Real Estate thus,     Order provides for an definite
causing the leases to remain as  time period for the leases to
the estate's property for an     be assumed or rejected.
indefinite time period.          Designating a lease as a
                                 Qualifying Real Estate in
                                 itself does not cause an
                                 extension of the Section
                                 365(d)(4) deadline.

                         *     *     *

Judge Sonderby fixes the Debtors' deadline to assume or reject
any or all of the go-forward leases until the confirmation date
of a reorganization plan, but not later than May 31, 2003.
Pending the disposition of any go-forward lease, Judge Sonderby
requires the Debtors to timely perform all of their postpetition
lease obligations.  Any restrictive provisions under the lease,
including, "go dark" clauses and non-monetary restrictive terms,
are unenforceable during the assumption and rejection period.

The Order is without prejudice to the Debtors' right to seek
further extension of the assumption and rejection deadline with
respect to the go-forward leases as well as any party's right to
shorten the extension period. (Kmart Bankruptcy News, Issue No.
52; Bankruptcy Creditors' Service, Inc., 609/392-0900)

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


LEAP WIRELESS: Net Capital Deficit Stands at $297MM at Dec. 31
--------------------------------------------------------------
Leap Wireless International, Inc. (OTC Bulletin Board: LWIN), an
innovator of wireless communications services, announced
financial and operating results for the fourth quarter and
fiscal year 2002. The Company reported total revenues of more
than $618 million for the year ended 2002, EBITDA of $8.6
million for Leap's Cricket operations during the fourth quarter
of 2002 and approximately 1.512 million Cricket(R) customers as
of year end. The results for the fourth quarter of fiscal year
2002 reflect the Company's continued provision of quality
service to its customers while maintaining its focus on cost
control as it adjusted its business activities to changes in the
overall economic environment.

The reported results for the fourth quarter of fiscal 2002
provide support to a restructuring process that the Company
previously announced and that it believes will enable Leap and
Cricket to reduce their debt and allow Cricket to emerge from
bankruptcy as a stronger business, offering high quality,
affordable wireless service to customers and good opportunities
for employees.

"We are proud to deliver positive EBITDA for our Cricket
business for the fourth quarter of 2002 and believe this is a
major accomplishment for the Company, especially in the face of
tough economic times," said Harvey P. White, Leap's chairman and
CEO. "The achievement of this key milestone in our financial
performance is the result of the efforts of our team and their
dedication to our business. It demonstrates the strength of our
business strategy and our differentiated product offering."

                    Financial Results

In accordance with recently adopted Securities and Exchange
Commission (SEC) Regulation G, a reconciliation of non-GAAP
financial measures used in this release can be found in the
section entitled "Definition of Terms and Reconciliation of Non-
GAAP Financial Measures" included at the end of this release.

Highlights of the Company's operational results include:

* Total revenues of $618.5 million for fiscal year 2002.

* Earnings before interest, taxes, depreciation and amortization
  (EBITDA) of $8.6 million for Leap's Cricket operations during
  the fourth quarter of 2002.

* Approximately 1.512 million Cricket customers at the end of
  2002.

* Average revenue per user per month (ARPU), based on service
  revenue, was approximately $33.26 for the fourth quarter.

* Overall non-selling cash costs per user per month (CCU) for
  Leap's consolidated business was approximately $21.43 for the
  fourth quarter.

* Cost per gross customer addition (CPGA) was approximately $277
  for the fourth quarter.

* Churn was approximately 3.96% for the fourth quarter.

Leap Wireless' December 31, 2002 balance sheet shows a working
capital deficit of about $2.2 billion, and a total shareholders'
equity deficit of about $297 million.

"The financial and operational results of the fourth quarter
reflect our continued focus on executing our business plan and
improving operational efficiencies," said Susan G. Swenson,
Leap's president and chief operating officer. "We continue to
concentrate on initiatives that have resulted in positive
impacts on retention, net customer growth and EBITDA and the
results we are reporting today represent the first measure of
their success. During 2003, we will continue providing our
customers with high quality, innovative service offerings that
meet their communications needs."

Key consolidated financial performance measures were as follows:

* Total revenues for the fourth quarter of 2002 were $172.0
  million, an increase of $68.1 million over the comparable
  period in the prior year. Total revenues for fiscal year 2002
  were $618.5 million, an increase of $363.3 million over the
  total revenues of $255.2 million reported for fiscal year
  2001.

* EBITDA loss for the fourth quarter of 2002 was $15.0 million,
  which included a $16.3 million impairment charge for certain
  assets that the Company is not currently using and does not
  expect to use in the future. Adjusted EBITDA for the fourth
  quarter of 2002 was $1.3 million, an improvement of $120.2
  million over the adjusted EBITDA loss reported for the
  comparable period in the prior year. Adjusted EBITDA loss for
  fiscal year 2002 was $123.3 million, an improvement of $185.7
  million from the adjusted EBITDA loss of $309.0 million
  reported for fiscal year 2001. Adjusted EBITDA reflects
  adjustments to remove the effect non-recurring gains or
  charges (such as gains on the sale of wireless license(s) and
  non-cash impairment charges) to this measure of financial
  performance.

* EBITDA for Cricket operations during the fourth quarter of
  2002 was $8.6 million, an improvement of $114.6 million over
  the Cricket EBITDA loss for the comparable period in the prior
  year. EBITDA loss for Cricket operations for fiscal year 2002
  was $90.7 million, an improvement of $175.3 million from
  Cricket's EBITDA loss of $266.0 million reported for fiscal
  year 2001.

* Net loss during the fourth quarter of 2002 was $166.6 million,
  or a loss of $2.84 per share, which compares to a net loss of
  $79.6 million, or a loss of $2.17 per share, for the
  comparable period in the prior year. Net loss during the
  fourth quarter of 2001 was positively impacted by a $136.3
  million gain on sale of wireless licenses. Net loss for fiscal
  year 2002 was $664.8 million, or a loss of $14.91 per share,
  an increase of $181.5 million from the net loss of $483.3
  million, or a loss of $14.27 per share, reported for fiscal
  year 2001. Net loss for fiscal 2002 includes a $39.5 million
  gain on sale of an unconsolidated wireless operating company
  and an approximately $364,000 gain on sale of wireless
  licenses, offset by a $26.9 million impairment charge equal to
  the remaining goodwill balance resulting from Leap's June 2000
  acquisition of the remaining interest in Cricket
  Communications Holdings, Inc. that it did not already own and
  a $16.3 million impairment charge for assets that the Company
  is not currently using and does not expect to use in the
  future. Net loss during the fourth quarter of 2001 was
  positively impacted by a $143.6 million gain on sale of
  wireless licenses.

* Total cash and equivalents and unrestricted investments as of
  December 31, 2002 were $181.1 million, of which $86.5 million
  was held at Leap Wireless International, Inc. and its
  subsidiaries whose assets are not used in the Cricket
  business, and $94.6 million was held at Cricket
  Communications, Inc. and the subsidiaries of Leap that hold
  assets that are used in the Cricket business or hold assets
  pledged under Cricket's secured vendor credit facilities.
  Cricket currently has more than $100 million in cash and short
  term investments.

* Leap Wireless International, Inc. conducts operations through
  its subsidiaries and has no independent operations or sources
  of operating revenue other than through dividends, if any,
  from its operating subsidiaries.

As previously announced, Leap, Cricket and substantially all of
their subsidiaries, filed voluntary petitions for reorganization
under Chapter 11 of the Bankruptcy Code on April 13 in the U.S.
Bankruptcy Court for the Southern District of California, in San
Diego, Calif. Over the past month, Leap and Cricket have been
engaged in active and constructive negotiations with their major
creditor groups and believe that they are close to reaching an
agreement on a plan to restructure their outstanding
indebtedness, as indicated by the support of informal committees
of creditors for all the first day motions which were granted by
the Court on April 14.

Leap, headquartered in San Diego, Calif., is a customer-focused
company providing innovative communications services for the
mass market. Leap pioneered the Cricket Comfortable Wireless(R)
service that lets customers make all of their local calls from
within their local calling area and receive calls from anywhere
for one low, flat rate. For more information, please visit
http://www.leapwireless.com

With Cricket(R) service, customers can make unlimited calls over
their service area for a low, flat rate. Cricket customers can
call long distance anywhere for a little more -- just 8 cents
per minute to anywhere in the United States and just 18 cents
per minute anytime to anywhere in Mexico or Canada. The service
offers text messaging, voicemail, caller ID, three-way calling
and call waiting for a small additional monthly fee. The extra
value Cricketr Talk rate plan is $39.99 per month plus tax,
which includes unlimited local calls, 500 free minutes of U.S.
long distance and a three- feature package (including caller ID,
call waiting and three-way calling). Cricket service is an
affordable wireless alternative to traditional landline service,
and appeals to people completely new to wireless -- from
students to young families and local business people. For more
information, please visit http://www.cricketcommunications.com


LEVI STRAUSS: Denies Allegations in Wrongful Termination Case
-------------------------------------------------------------
Levi Strauss & Co., stated that allegations about tax and
financial accounting irregularities made about the company in a
California state court are false, noting that these claims are
being made in a pending wrongful termination lawsuit.

"The two former employees who filed the lawsuit were dismissed
late last year for reasons completely unrelated to the
allegations made in their lawsuit," said Phil Marineau, Levi
Strauss & Co.'s chief executive officer. "Unfortunately, they
have chosen to respond to their dismissal by making false claims
in litigation. After these two individuals raised concerns about
Levi Strauss & Co.'s tax accounting, the company's audit
committee launched a thorough and independent investigation
using outside legal counsel and our outside auditors. Based on
the results of the investigation, we confirmed that our tax
accounting was accurate and appropriate.

"We take any allegation about our financial reporting very
seriously," said Marineau. "We have rigorous practices in place
to ensure the integrity of our accounting procedures, including
external reviews. We conducted numerous reviews of the issues
raised by these former employees, including the independent
investigation, which found absolutely nothing to support the
allegations. Our financial statements are accurate."

The company said that it plans to vigorously defend against
these claims and pursue all available legal remedies.

Levi Strauss & Co., is one of the world's leading branded
apparel companies, marketing its products in more than 100
countries worldwide. The company designs and markets jeans and
jeans-related pants, casual and dress pants, shirts, jackets and
related accessories for men, women and children under the
Levi's(R), Dockers(R) and Levi Strauss Signature(TM) brands.

As reported in Troubled Company Reporter's January 29, 2003
edition, Levi Strauss & Co.'s new $750MM secured bank facility,
maturing in 2006, is rated 'BB' by Fitch Ratings. The facility
will replace Levi's existing 'BB'-rated $726 million secured
bank facility which was due to expire in August 2003. Fitch
rates Levi's $2.1 billion senior unsecured debt 'B+'.

The two-notch differential between the secured bank facility and
the senior unsecured debt reflects the significant asset
protection provided by the security. The Rating Outlook remains
Negative, reflecting the ongoing challenges Levi faces in
sustaining the growth in revenues it reported in its most recent
quarter.

Levi Strauss & Company's 11.625% bonds due 2008 (LEVI08USR1) are
trading at about 81 cents-on-the-dollar, says DebtTraders. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=LEVI08USR1
for real-time bond pricing.


LODGENET ENTERTAINMENT: Annual Shareholders' Meeting on May 14
--------------------------------------------------------------
The Annual Meeting of Stockholders of LodgeNet Entertainment
Corporation will be held at LodgeNet's Headquarters and
Distribution Center, 3900 West Innovation Street, Sioux Falls,
South Dakota 57107 on Wednesday, May 14, 2003, at 9:00 a.m.,
Central Daylight Time, for the purpose of considering and voting
upon the following matters:

To Receive and Consider:  The report of management on the
business of the Company and the Company's audited financial
statements for the fiscal year ended December 31, 2002, together
with the report thereon of PricewaterhouseCoopers LLP, the
Company's independent accountants.

To Act On:

    1. To elect two persons to the Board of Directors of the
Company to serve for three-year terms expiring in 2006 and until
such persons' successors are elected and qualified. The Board of
Directors' nominees are: R. Douglas Bradbury and Richard R.
Hylland

    2. To ratify and approve the Company's 2003 Stock Option and
Incentive Plan, which will authorize up to 900,000 shares
available for issuance upon the exercise of awards granted
pursuant to the 2003 Plan.

    3. To ratify the appointment of PricewaterhouseCoopers LLP
as the Company's independent accountants for the fiscal year
ending December 31, 2003.

    4. To transact such other business as may properly come
before the Meeting and at any and all adjournments thereof.

Only those stockholders of record on March 17, 2003 shall be
entitled to notice of, and to vote in person or by proxy, at the
Meeting.

LodgeNet Entertainment Corporation is the world's largest and
leading provider of broadband, interactive TV systems and
services to hotels, resorts and casinos throughout the United
States and Canada as well as select international markets. More
than 260 million guests a year can use a wide range of LodgeNet
interactive services including digital movies, music and
television on-demand programming as well as video games, high-
speed Internet access and other services designed to make their
stay more enjoyable, productive and convenient. As of December
31, 2002, the Company provided interactive television services
to approximately 5,700 hotel properties serving more than
950,000 rooms, more properties and rooms than any other provider
in the world.

Lodgenet disclosed a total shareholders equity deficit of about
$101 million at Dec. 31, 2002.

DebtTraders says that Lodgenet Entertainment's 10.250% bonds due
2006 (LNET06USR1) are trading at 96 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=LNET06USR1
for real-time bond pricing.


MANUFACTURED HOUSING: S&P Cuts 2 Class I Note Ratings to BB/CCC
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on four
classes issued by Manufactured Housing Contract Trust Series
2000-3 and one class issued by Manufactured Housing Contract
Trust Pass-Through Certificates Series 2001-1.

The ratings are also removed from CreditWatch, where they were
placed with negative implications Nov. 19, 2002. All other
ratings assigned to the 2000-3 and 2001-1 series, in addition to
the ratings on other series issued by GreenPoint Credit
Manufactured Housing Contract Trust, Manufactured Housing
Contract Trust, and Manufactured Housing Contract Trust Pass-
Through Certificates, are affirmed.

The lowered ratings reflect deterioration in the performance of
the underlying collateral pools (which consist of manufactured
housing loan contracts) and the resulting deterioration in
credit enhancement that is available to support the rated
certificates. The affirmation of the rating on the class I B-2
certificates issued by 2000-3 reflects the letter of credit,
which fully supports the payment of principal and interest to
the class I B-2 certificateholders provided by GreenPoint Bank
('BBB/A-2'). The remaining affirmations reflect adequate credit
enhancement relative to remaining losses or the full bond
insurance policies provided to the insured classes, either by
MBIA Insurance Corp., Financial Security Assurance Inc., Ambac
Assurance Corp. (each having 'AAA' insurer financial strength
ratings), or Radian Insurance Inc. ('AA' insurer financial
strength rating).

After 33 months of performance (64.26% pool factor), the 2000-3
class I pool displays a cumulative net loss rate of 8%, and the
income generated by the class I contracts has been insufficient
to cover the 2003 class I monthly net losses. Consequently, the
class I B-2 certificates issued by 2000-3 have been written down
to their current balance of $2,801,914.25 from their original
balance of $31,792,311. However, the principal write-downs have
been fully recovered through draws on the letter of credit that
solely supports the class I B-2 certificates issued by 2000-3
(the February 2003 end-of-period, undrawn amount of the class I
B-2 letter of credit was $2,801,914.25 plus accrued and unpaid
class I B-2 interest, if any). As a result of the reduction in
the class I B-2 certificate principal balance, the current
amount of credit enhancement that is available to support the
class I-A, class I M-1, class I-M-2, and class I B-1
certificates issued by 2000-3 has been significantly reduced.
After 24 months of performance (66.7% pool factor) the 2001-1
class I pool displays a cumulative net loss rate that exceeds
expectations at 3.3%. In addition, the percentages of the class
I collateral pools of 2000-3 and 2001-1 that are 90 or more days
delinquent are 5.18% and 4.92%, respectively.

The cumulative recovery rates on charged-off collateral
displayed by the 2000-3 and 2001-1 Class I collateral pools are
below original expectations at 43% and 42.85%, respectively, and
continue to exhibit dissipating monthly recovery trends
averaging in the 34% to 38% range. GreenPoint Bank exited the
manufactured home loan origination business in January 2002,
resulting in an increased reliance upon wholesale liquidation
channels to dispose of its repossession inventory, which has
negatively impacted its ability to liquidate its repossession
inventory at maximum recovery rates.

     RATINGS LOWERED AND REMOVED FROM CREDITWATCH NEGATIVE

       Manufactured Housing Contract Trust Series 2000-3

                           Rating
               Class    To         From
               I A      A-         AAA/Watch Neg
               I M-1    BBB-       AA/Watch Neg
               I M-2    BB         A/Watch Neg
               I B-1    CCC        BBB/Watch Neg

       Manufactured Housing Contract Trust Pass-Through
                Certificates Series 2001-1

                            Rating
               Class    To           From

               I M-1    AA-          AA/Watch Neg

        RATINGS AFFIRMED AND REMOVED FROM CREDITWATCH

       Manufactured Housing Contract Trust Pass-Through
                Certificate Series 2001-1

                            Rating
               Class    To           From

               I A      AAA          AAA/Watch Neg
               II A     AAA          AAA/Watch Neg
               II M-1   AA           AA/Watch Neg

                      RATINGS AFFIRMED

       GreenPoint Credit Manufactured Housing Contract
                    Trust Series 1998-1

               Class     Rating
               I A       AAA
               II A      AAA

       GreenPoint Credit Manufactured Housing Contract
                    Trust Series 1999-1

               Class     Rating
               A-2       AAA
               A-3       AAA
               A-4       AAA
               A-5       AAA

       GreenPoint Credit Manufactured Housing Contract
                    Trust Series 1999-2

               Class     Rating
               A-2       AAA

       GreenPoint Credit Manufactured Housing Contract
                    Trust Series 1999-3

               Class     Rating
               I A-3     AAA
               I A-4     AAA
               I A-5     AAA
               I A-6     AAA
               I A-7     AAA
               II A-2    AAA

       GreenPoint Credit Manufactured Housing Contract
                    Trust Series 1999-4

               Class     Rating
               A-1       AAA
               A-2       AAA

    Manufactured Housing Contract Pass-Through Certificates
                    Series 1999-6

               Class     Rating
               A-1       AAA
               A-2       AAA

       GreenPoint Credit Manufactured Housing Contract
                    Trust Series 2000-2

               Class     Rating
               A-1       AAA
               A-2       AAA

       Manufactured Housing Contract Trust Series 2000-3

               Class     Rating
               I B-2     BBB
               II A-1    AAA
               II A-2    AAA

       Manufactured Housing Contract Trust Pass-Through
               Certificate Series 2000-4

               Class     Rating
               A-2       AAA
               A-3       AAA

       Manufactured Housing Contract Trust Pass-Through
               Certificate Series 2000-5

               Class     Rating
               A-1       AAA
               A-2       AAA
               A-3       AAA

       Manufactured Housing Contract Trust Pass-Through
               Certificate Series 2000-6

               Class     Rating
               A-2       AAA
               A-3       AAA

       Manufactured Housing Contract Trust Pass-Through
               Certificate Series 2000-7

               Class     Rating
               A-1       AAA
               A-2       AAA

       Manufactured Housing Contract Trust Pass-Through
               Certificate Series 2001-1

               Class     Rating

               I M-2     AA
               II M-2    AA

       Manufactured Housing Contract Trust Pass-Through
               Certificate Series 2001-2

               Class     Rating
               I A-1     AAA
               I A-2     AAA
               II A-1    AAA
               II A-2    AAA


MIDLAND STEEL: Brings-In J.J. Kokal as Restructuring Consultants
----------------------------------------------------------------
Midland Steel Products Holding Company, and its debtor-
affiliates sought and obtained approval from the U.S. Bankruptcy
Court for the District of Delaware to retain J.J. Kokal &
Associates, Inc., as their Restructuring Consultants.

Joseph J. Kokal will serve as interim Chief Operating Officer,
Larry Martone will serve as a Restructuring Consultant and Holly
A. Civils will fill a Cost/Systems Specialist position.

Midland believes Kokal's retention is necessary and critical in
assisting the Debtors with duties as Debtors and debtors in
possession and to deal with many of the needs and problems that
may arise in the context of the company's bankruptcy cases.

Kokal is expected to provide:

     a. assistance in the preparation of the Schedules of Assets
        and Liabilities, Statement of Financial Affairs, Initial
        Report to the U.S. Trustee, Monthly Operating Reports,
        and all other financial reports as required by the Court
        and the U.S. Trustee;

     b. assistance in identifying and implementing procedures to
        improve operations and increase operating cash flow;

     c. analyses and consultation regarding accounting systems
        maintained by the Debtors, including assistance in
        developing procedures to segregate pre-petition and
        post-petition business transactions, and guidance
        regarding accounting and business issues arising from
        filing their chapter 11 petitions, operating as debtors
        in possession and emerging from bankruptcy;

     d. identification and analysis of executory contracts and
        unexpired leases, including performing cost/benefit
        evaluations with respect to the assumption or rejection,
        as well as providing assistance in the renegotiation, of
        such contracts or leases;

     e. evaluating the Debtors' working capital position, the
        working capital that will be required to consummate a
        sale with a potential purchaser, and evaluation and
        verification of any necessary adjustment required to
        consummate such sale;

     f. providing such other services as the Debtor's management
        or counsel may request.

Kokal assures the Court that it is a "disinterested person," as
that phrase is defined in the Bankruptcy Code.

The Debtors will pay Kokal:

     i) $12,500 per week with a holdback of $5,000 per week for
        the services of Mr. Kokal;

    ii) standard daily rates of:

        Mr. Martone   Restructuring Consultant  $1,220 per day

        Ms. Civils    Specialist                $1,000 per day

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.


MISSISSIPPI CHEMICAL: Acquires Shares & Assets of Melamine Chem.
----------------------------------------------------------------
Mississippi Chemical Corporation (OTC Bulletin Board: MSPI.OB)
and Borden Chemical announced the purchase of the common stock
and assets of Melamine Chemicals, Inc., a producer of melamine
crystal, by Triad Nitrogen, L.L.C., a wholly owned subsidiary of
Mississippi Chemical Corporation. Terms of the transaction were
not disclosed.

Located in Donaldsonville, La., adjacent to Mississippi
Chemical's nitrogen facility, the Melamine Chemicals plant
produces melamine crystal, a raw material used to produce high-
and low-pressure laminates and other melamine-based products.
These products are used in the construction/remodeling industry
and in the automotive industry. This plant has two production
units with the combined capacity to produce approximately 115
million pounds of melamine a year. Mississippi Chemical
Corporation initially intends to operate only one facility
producing approximately 80 million pounds of melamine a year.
Borden Chemical, Inc., the owner of Melamine Chemicals, Inc., in
late 2001 announced its intent to sell the business, and
subsequently idled the facility in 2002.

Charles O. Dunn, president and chief executive officer of
Mississippi Chemical, said, "This purchase will create synergies
between our nitrogen facility and the melamine facility, thereby
enhancing the value of the Donaldsonville complex. We will be
able to use our urea facility, which has been idled, to provide
the raw material to produce melamine. In addition, this
acquisition will increase the diversity in the product lines
available from this complex. We expect the melamine facility to
be operating by late spring 2003."

Mississippi Chemical Corporation produces ammonia and urea at
its Donaldsonville location and is a leading North American
producer of nitrogen, phosphorus and potassium products used as
crop nutrients and in industrial applications. More information
can be found on the company Web site at http://www.misschem.com

Borden Chemical, Inc. is a leading producer of formaldehyde,
resins, adhesives and related products for the global wood and
industrial markets. More information on the company can be found
at http://www.bordenchem.com

At December 31, 2002, the Company's balance sheet shows that its
total current liabilities exceeded total current assets by about
$43 million.

As previously reported, Fitch Ratings affirmed Mississippi
Chemical Corporation's senior secured credit facility at 'CCC+'
and the senior unsecured notes at 'CCC-'. The ratings have been
removed from Rating Watch Negative. The Rating Outlook is
Negative.


MOODY'S CORP: Will Publish First Quarter Results on Tuesday
-----------------------------------------------------------
Moody's Corporation, (NYSE:MCO) will release first quarter 2003
results after the close of NYSE trading on Tuesday, April 22,
2003. A copy of the release will be posted on Moody's
Shareholder Relations Web site, http://ir.moodys.com

Moody's Corporation invites you to participate in a
teleconference on Wednesday, April 23, 2003 at 10:00 a.m.
(Eastern Time) to discuss its first quarter results. John
Rutherfurd, Jr., President and Chief Executive Officer of
Moody's Corporation, will host the call. His remarks will be
followed by a question and answer period.

Individuals within the United States and Canada can access the
call by dialing 800/915-4836. Other callers should dial 973/317-
5319. Please dial in to the call by 9:45 a.m. (Eastern Time).
The passcode for the call is "Moody's Corporation."

The teleconference will also be webcast and can be accessed
through Moody's Shareholder Relations Web site,
http://ir.moodys.com

A replay of the teleconference will be available until midnight
(Eastern Time), April 30, 2003. The replay can be accessed from
within the United States and Canada by dialing 800/428-6051.
Other callers can access the replay at 973/709-2089. The replay
passcode is 290136.

Moody's Corporation (NYSE: MCO) is the parent company of Moody's
Investors Service, a leading provider of credit ratings,
research and analysis covering debt instruments and securities
in the global capital markets, and Moody's KMV, a credit risk
management technology firm serving the world's largest financial
institutions. The corporation, which employs more than 2,000
associates in 17 countries, had reported revenue of $1.0 billion
in 2002. Further information is available at
http://www.moodys.com

As previously reported, Moody's Corporation's September 30, 2002
balance sheet shows a working capital deficit of about $42
million, and a total shareholders' equity deficit of about $180
million.


NORD PACIFIC LIMITED: Shoos-Away KPMG as Company's Accountants
--------------------------------------------------------------
Nord Pacific Limited has terminated its relationship with KPMG,
independent certified public accountants.

Due to financial difficulties, the Company has not had the funds
to engage auditors and has not filed any financial reports with
the Securities and Exchange Commission since September 2000.


ON SEMICONDUCTOR: Annual Shareholders' Meeting Slated for May 21
----------------------------------------------------------------
The Annual Meeting of Stockholders of ON Semiconductor
Corporation will be held at the Embassy Suites located at 1515
North 44th Street, Phoenix, AZ 85008 on Wednesday, May 21, 2003
at 9:30 A.M., local time, for the following purposes:

    1.  To elect three Class I Directors each for a three-year
term expiring at the Annual Meeting of Stockholders to be held
in 2006 or until his successor has been duly elected and
qualified, or until the earlier of his resignation, removal or
disqualification;

    2.  To approve an amendment of the 2000 Stock Incentive Plan
to (A) increase the number of shares of common stock issuable
thereunder: (i) by 2% of the total outstanding number of shares
of common stock effective as of January 1, 2004; (ii) by an
additional 1.8% of the total number of outstanding shares of
common stock effective as of January 1, 2005; and (iii) by an
additional 1.6% of the total number of outstanding shares of
common stock effective as of January 1, 2006; and (B) increase
the maximum number of shares of common stock underlying options
that may be granted to any participant in one fiscal year from
1,000,000 to 2,500,000 shares;

    3.  To approve a proposal to ratify the selection of
PricewaterhouseCoopers LLP as independent accountants to audit
the consolidated financial statements for the current year; and

    4.  To transact such other business as may properly come
before the meeting and any adjournment or postponement of the
meeting.

The Board of Directors has fixed the close of business on
March 26, 2003, as the record date for determination of
stockholders entitled to notice of and to vote at the Annual
Meeting or any adjournment or postponement thereof.

ON Semiconductor offers an extensive portfolio of power- and
data-management semiconductors and standard semiconductor
components that address the design needs of today's
sophisticated electronic products, appliances and automobiles.
For more information visit ON Semiconductor's Web site at
http://www.onsemi.com

As reported in Troubled Company Reporter's February 19, 2003
edition, Standard & Poor's assigned its 'B' rating to the
planned sale by ON Semiconductor Corp., (B/Negative/--) of
$200 million of Rule 144a senior secured notes due 2010.
Proceeds of the note issue will be used to prepay bank debt.
Other ratings were affirmed.

The Phoenix, Arizona-based maker of commodity semiconductors had
debt of $1.6 billion, including capitalized operating leases, at
December 31, 2002.

"ON's financial profile, although improving, remains marginal
for the rating level," said Standard & Poor's credit analyst
Bruce Hyman. "If debt-protection measures do not continue to
improve in coming quarters, the ratings could be lowered."


PARK PLACE: Fitch Rates Proposed $300-Mill. Senior Notes at BB+
---------------------------------------------------------------
Fitch Ratings assigned a rating of 'BB+' to Park Place
Entertainment's proposed $300 million 7.0% senior notes due
2013. Proceeds are to be used to repay a portion of outstandings
under the revolving credit facility. The Rating Outlook is
Stable. The ratings reflect PPE's large and diversified asset
base, significant cash flow generating capabilities and focused
debt reduction. Offsetting factors include the threat of
significant new competition in Atlantic City in the summer 2003
(where the company derives 37% of its EBITDA), the uncertain
turnaround at Caesars Palace in Las Vegas, significant leverage,
limited visibility regarding near-term growth opportunities,
likely new gaming competition along states neighboring New
Jersey, the impact of tax increases from strapped state
governments and the potential for accelerated capital
expenditures and/or debt-financed acquisitions.

PPE posted sluggish revenue and cash flow growth in 2002, due in
part to the lingering impact of 9/11, yet improved its balance
sheet. After capex of $394 million, the company reduced debt by
$400 million to $4.9 billion utilizing its substantial free cash
flow ($278 million) and proceeds from the sale of equity
interests in the Jupiters properties in Australia ($120
million), to reduce leverage to 4.4x FYE 2002 from 4.9x at FYE
2001. Capital expenditures in 2002 included $145 million in
growth projects related to Caesars Palace in Las Vegas and the
Gateway project that connected the Claridge Casino to Bally's
Atlantic City. Share repurchases were limited to $18 million in
2002, down from $59 million in 2001 and $156 million in 2000.

For 2003, EBITDA is expected to be relatively flat with 2002
levels. At this level, PPE would generate approximately $200
million in free cash flow, implying a reduction of leverage to
4.2x by the end of 2003. This would assume capex of
approximately $450 million and no share repurchases. The high
level of discretionary free cash flow available to PPE provides
significant flexibility to expand investments, while the
flexible nature of its growth-related capital projects allow PPE
to curtail or defer spending when deemed necessary. There is
some risk that PPE could significantly expand its capex program
(given the $623 million capex backlog), however returns on the
company's heavy investment program over the last several years
have likely fallen short of expectations to date. With prospects
of minimal near term cash flow growth, an expanded capex budget
and/or an active share repurchase program could result in an
increase in debt and reduced credit measures. Notably, the
company continues to reiterate its commitment to debt reduction
in 2003.

Liquidity remains adequate, with $1.3 billion available at FYE
2002 under PPE's $2.7 billion revolving credit facilities and
$351 million in cash on hand. However, refinancing of the credit
facilities - which include an undrawn $700 million 364-day
facility and a $2 billion 5-year credit facility - will need to
be addressed shortly as they mature in August 2003 and December
2003, respectively. The 5-year facility contains a $1.4 billion,
two-year extension at the company's option. In addition, PPE
will likely require access to external capital over the
intermediate term, with public debt maturities of $325 million
in 2004 and $400 million in 2005.

In 2003, challenging operating conditions in key markets are
likely to keep top-line growth sluggish and margins flat. Growth
in the portfolio will be dependent to a large degree on a
rebound at Caesars Palace in 2H03 when the benefits of a
significant renovation are expected to take effect. Caesars
Indiana should continue to benefit from open boarding through
the 1H03. However, weaker results in Atlantic City are likely to
offset these gains. In Atlantic City (37% of EBITDA), PPE
casinos have recently come under competitive pressure and PPE
also faces the opening of the Borgata in the summer of 2003,
which is likely to have a negative impact on all operators in
the market. Atlantic City operators have historically reacted
promotionally to new competition; which could exacerbate margin
deterioration. Longer term, Atlantic City operators also face
the potential threat of expanded gaming in New York,
Pennsylvania and Maryland. PPE achieved some margin improvement
in 2002 due to cost-containment initiatives, including the
company's 'Work Smart' program, which yielded estimated $42
million in annual cost savings. However, we expect much of these
cost savings to be offset by higher labor, energy and insurance
costs in 2003. For 2003, Fitch does not look for higher EBITDA
flow through to offset sluggish top-line growth. Fitch also
believes that the November 2002 change at the President /CEO
level could result in modifications to the company's strategic
direction, although the company has stated that no meaningful
changes are currently planned.

Operating results in 2002 reflect strong contributions from
Atlantic City properties, continued pressure on Las Vegas
relating to post-9/11 sluggishness and the repositioning of a
key property, namely Caesar's Palace. For 2002, PPE produced
EBITDA of $1.1 billion, representing year over year growth of
2.8%, but 13.5% below 2000 EBITDA. However, positive trends in
the second half may indicate that PPE is making some headway in
its aim to re-establish itself as one of the premier gaming
companies. EBITDA in 4Q02 improved 17.5%. This is continued
improvement over the 12% growth seen in 3Q02 and the flat EBITDA
posted in 2Q02. The majority improvement came from Las Vegas due
to easy post-9/11 comparisons and Caesars Indiana which
benefited from the shift to open boarding in August of 2002.
These gains more than offset declines at PPE's Atlantic City
properties where inclement weather in December and competitive
pressures impacted results.


PERSONNEL GROUP: Consummates Comprehensive Fin'l Workout Efforts
----------------------------------------------------------------
Personnel Group of America, Inc. (OTCBB: PRGA), announced the
closing of a comprehensive financial restructuring in which it
amended and restated its revolving credit facility, issued new
shares of common stock and Series B preferred stock to certain
of the holders of its 5.75% Convertible Subordinated Notes due
2004 in exchange for their convertible notes and eliminated
approximately $120.0 million of its outstanding indebtedness.

"Completing this transaction is particularly significant since
it culminates such a long journey for PGA," Larry Enterline, PGA
Chief Executive Officer, commented. "We are grateful for the
support we received throughout the process from our
shareholders, bondholders, senior lenders and especially our
employees. The debt overhang on our balance sheet has distracted
our management and employees, restricted our flexibility and
created negative perceptions about our prospects for some time.
Clearly, these concerns only worsened with the deterioration in
the economy over these last three years. Now that the financial
restructuring is behind us, this pressure is gone and we can
refocus our team on its core mission of building value in our
operations. We are excited about taking advantage of all of the
hard work put in by our field management and their personnel and
to participating in a strengthening economy with a much improved
balance sheet. We look forward to discussing the financial
restructuring further on our first quarter earnings call, which
is scheduled for May 13, 2003."

           Description of Financial Restructuring

In the financial restructuring, which was privately negotiated,
the holders of approximately $109.7 million (or 95%) of PGA's
5.75% Notes exchanged notes with the Company and received the
following for each $1,000 in principal amount of notes
exchanged:

-- $28.75 in cash;

-- 190.9560 shares of newly issued shares of the Company's
   common stock; and

-- 9.5242 shares of Series B preferred stock of the Company,
   each share of which will be convertible into 100 shares of
   common stock and will automatically convert into shares of
   common stock upon any amendment to the Company's charter
   increasing the authorized number of shares of common stock or
   effecting a reverse split of outstanding shares of common
   stock that increases the number of authorized but unissued
   shares. The Series B preferred stock will vote on all matters
   with the common stock as if converted, will have a
   liquidation preference of $.01 per share, and otherwise will
   have no greater rights or privileges than the common stock.

In connection with this notes exchange, the Company entered into
an agreement with each of the participating noteholders to
provide them with registration rights with respect to the shares
of common stock issued in the exchange or acquired upon
conversion of the Series B preferred stock.

As a result of the notes exchange, the participating noteholders
in the aggregate were issued 20,940,425 shares of common stock
and 1,044,433 shares of Series B preferred stock, which together
represent approximately 82% of the Company's outstanding common
stock (assuming for this purpose that all shares of the Series B
preferred stock issued to the participating noteholders have
been converted). The existing shareholders retained ownership of
their outstanding 26,881,212 shares of common stock, which
represent approximately 18% of the outstanding common stock (on
the same, as-converted basis). Total common shares outstanding
after the notes exchange, as converted, are 152,264,937.

In connection with this ownership change, the Company also
reconstituted its Board of Directors to provide for a seven-
person Board and the designation of two representatives of the
new major shareholders to serve as new Board members, together
with the Company's Chief Executive Officer, three independent
Board members, two of whom are incumbents, who were designated
by the participating noteholders (although these two incumbents
have stated their intention not to stand for reelection at the
upcoming 2003 Annual Meeting of Shareholders) and one incumbent
independent Board member who was designated by the Company with
the consent of the participating noteholders. As reconstituted,
the board of directors is comprised of Larry L. Enterline, the
Company's CEO, Janice L. Scites, James V. Napier, William J.
Simione, Jr., all incumbent, independent directors, Elias J.
Sabo and Christopher Pechock, designees of the new major
shareholders, and Victor E. Mandel, a new independent director.
Mr. Sabo is a founding partner of The Compass Group
International LLC, and Mr. Pechock is a partner of
MatlinPatterson Global Opportunities Partners. Affiliates of The
Compass Group International LLC and MatlinPatterson Global
Opportunities Partners received common and Series B preferred
stock in the notes exchange representing approximately 45% of
the voting power of the Company's outstanding stock. Mr. Mandel
is a founder and Managing Member of Criterion Capital
Management, an investment company.

In order to permit the closing of the notes exchange
contemplated in the financial restructuring and to provide for
the terms on which the existing senior lenders would continue to
finance the Company's working capital needs, the Company and its
existing senior lenders also amended and restated the Company's
revolving credit facility, extended the maturity date of the
facility and eliminated the equity appreciation rights that PGA
granted to the credit facility lenders in 2002. In connection
with these transactions, the Company used approximately $38.0
million of its cash on hand (substantially all of its cash after
payment of expenses of the transactions) to repay outstanding
borrowings under the facility.

The amended credit facility provides for a $70.7 million
revolving line of credit due May 1, 2004 and is subject to
certain maturity date extensions in six-month increments up
through May 1, 2005. Availability of borrowings under the
amended credit facility is subject to a borrowing base
calculated as specified percentages of the Company's eligible
accounts receivable (as defined) in the aggregate, and the
Company had approximately $8.0 million of availability
thereunder as of the closing date. The amended credit facility
contains customary covenants, including financial covenants that
require monthly maintenance of cumulative monthly EBITDA levels
commencing with April 2003 and an interest and funded
indebtedness ratio. The amended credit facility also contains
restrictions on the payment of cash dividends on the Company's
capital stock and places additional limitations on share
repurchases, acquisitions and capital expenditures. Finally, in
lieu of the equity appreciation rights included as part of the
revolving credit facility that was in effect in 2002 the Company
has issued common stock purchase warrants to the lenders under
the amended credit facility entitling them to purchase a total
of 19,224,916 shares of common stock, or 10% of the outstanding
common stock on a fully diluted basis. These warrants are
exercisable in whole or part over a 10-year period and the
exercise price thereunder is $0.3121 per share. Interest rates
payable under the amended credit facility are set at prime plus
325 basis points through June 2003 with increases during each
six-month period thereafter through May 1, 2005.

               Pro Forma Financial Information

As discussed above, the financial restructuring resulted in
significant elimination of indebtedness and principal debt
repayment. Because of the significance of the financial
restructuring on the Company's financial position, the Company
has included certain pro forma financial information to
highlight the impact of these transactions at the end of this
press release.

                         Other Terms

In connection with the financial restructuring the Company has
agreed to seek shareholder approval at the 2003 Annual Meeting
of Shareholders for certain amendments to its certificate of
incorporation, including the following:

-- a reverse stock split of the Company's Common Stock at a one-
   for-twenty-five ratio;

-- elimination of provisions that separate the Board of
   Directors into three classes and that prohibit action by
   consent of shareholders without a meeting;

-- an election by the Company not to be governed by Section 203
   of the Delaware General Corporation Law, which restricts the
   ability of the Company to engage, directly or indirectly, in
   a business combination transaction with a holder 15% or more
   of its voting stock;

-- addition of provisions requiring a supermajority vote of the
   Board of Directors or shareholders to adopt changes to the
   certificate of incorporation or bylaws; and

-- addition of a provision to protect minority shareholders in
   connection with certain transactions with a shareholder that
   beneficially owns 20% or more of the shares of the Company's
   capital stock.

Each of the noteholders that participated in the exchange has
agreed to vote their shares of common and Series B preferred
stock in favor of these proposals. The Company has agreed that
pending shareholder approval of the amended and restated
certificate of incorporation it will comply with the proposed
provision to protect minority shareholders described above as if
it had already been approved.

In addition, in connection with the financial restructuring, the
Board of Directors amended and restated the Company's bylaws to
provide, among other things, that, as long as there are
"Significant Holders" (defined as the beneficial owners of
shares of capital stock of the Company representing 20% or more
of the votes entitled to be cast by holders of outstanding
shares of voting capital stock), such Significant Holders shall
be entitled to designate, in the aggregate, two members (such
designees, being "Significant Holder Designees") of the Board of
Directors, the size of which is initially set at seven members,
and to designate two observers to attend all meetings of the
Board of Directors and its committees. Furthermore, the amended
and restated bylaws provide that, subject to applicable law and
for so long as there are any Significant Holders, a committee
comprised of the two Significant Holder Designees and one
independent director who is not also a Significant Holder
Designee shall be responsible for designating a range of one (1)
to four (4) independent nominees for election to the Board of
Directors each year, with the number within such range depending
on the amount of voting stock beneficially owned by the
Significant Holders.

As a result of the financial restructuring, three former
noteholders, two of which are affiliates of one another, are
Significant Holders within the meaning of the amended and
restated bylaws. These three former noteholders are also senior
lenders under the amended credit facility. As a result of the
financial restructuring, these three former noteholders
collectively beneficially own common and Series B preferred
stock of the Company having approximately 45% of the voting
power of the Company's outstanding capital stock in the
aggregate, excluding any shares of common stock purchasable
under warrants issued to them as senior lenders in connection
with the amendment and restatement of the revolving credit
facility. Accordingly, these three former noteholders have the
power to control the designation either directly, or through a
committee including Significant Holder Designees, of six of the
seven nominees for election to the board of directors each year.

In connection with the financial restructuring, the Company
amended and restated the shareholder rights agreement that
governs the terms of preferred share purchase rights that
currently accompany the common stock. These amendments include,
among other things, exemptions preventing the following from
triggering separation of the rights from the common stock: (i)
beneficial ownership of capital stock by the participating
noteholders acquired in the financial restructuring; (ii)
beneficial ownership by any Significant Holder of capital stock
of the Company acquired in accordance with the amended and
restated certificate of incorporation; and (iii) beneficial
ownership by any third party of capital stock of the Company
acquired in a transfer from a Significant Holder pursuant to a
transaction that complies with the amended and restated
certificates of incorporation. In addition, the shareholder
rights plan was amended to include a tag-along right for the
benefit of any holder (including certain holders of more than 2%
acting together as a group) of 5% or more of the voting stock of
the Company pursuant to which such holder (or group) will be
entitled to participate pro rata, for the same amount and form
of consideration and otherwise on substantially the same terms
and conditions, in any transfer by any Significant Holders of
capital stock of the Company of 20% or more of the voting stock
of the Company.

In connection with the Company's financial restructuring, the
Company terminated its 1995 Stock Option Plan. Additionally, a
number of the Company's employees, including each of the
Company's executive officers at the end of 2002, and all but one
of the Company's 2002 independent directors have irrevocably
canceled any and all rights that they had to exercise any and
all stock options that were previously granted to such persons
and agreed that all such options would be forfeited to the
Company. These employees and directors held in the aggregate
2,190,030 of the stock options that were outstanding under the
1995 Stock Option Plan as of December 29, 2002. As a result of
these voluntary forfeitures, only 545,445 stock options remain
outstanding under the 1995 Stock Option Plan and these options
have a weighted average exercise price of $9.23 per share.
Although the 1995 Stock Option Plan has been terminated and no
future issuances will be made thereunder, these remaining
outstanding stock options will continue to be exercisable in
accordance with their terms.

The Company's Board of Directors adopted the 2003 Equity
Incentive Plan simultaneously with the completion of the
Company's financial restructuring. The 2003 Equity Incentive
Plan authorizes grants of stock options, stock appreciation
rights (or "SARS"), restricted stock, deferred stock awards and
performance awards (and dividend equivalent rights relating to
options, SARs, deferred stock and performance awards), in the
case of stock or option awards, for up to 19,870,873 shares, or
10.336%, of the Company's fully diluted common stock. Awards
under the 2003 Equity Incentive Plan are to be made to key
employees, directors and consultants as selected by the Board of
Directors or the Compensation Committee. The duration of any
option or SAR granted under the 2003 Equity Incentive Plan will
not exceed ten years. Awards will generally vest 20% on each
anniversary of the date of grant unless either the Board of
Directors or Compensation Committee approves or a participant's
employment agreement provides otherwise. Following a termination
of employment, vested options and/or SARs must be exercised
within three months (12 months in the case of death or
disability), except that options and SARs terminate immediately
upon a termination for cause as defined in the relevant
participant's employment agreement, or as determined in the
discretion of the Board of Directors or the Compensation
Committee if no employment agreement exists. Any non-vested
option, SARS or other awards issued under the 2003 Equity
Incentive Plan will be forfeited upon any termination. The Board
of Directors and Compensation Committee retain the discretion to
extend the post-employment exercise period of an option or SAR
and to accelerate vesting of awards under the 2003 Equity
Incentive Plan.

In connection with the financial restructuring, four executive
officers, including the Company's chief executive officer and
chief financial officer, entered into employment agreements with
the Company, which replaced the existing employment agreements
with these executive officers. Each of these employment
agreements provides for an annual base salary for each executive
equal to the current base salary of such person (subject to
annual adjustment as determined by the Company's Compensation
Committee), the right to earn annual bonuses ranging from a
maximum of 60% of annual salary up to 100% of annual salary (for
the chief executive officer) and, subject to shareholder
approval of the 2003 Equity Incentive Plan, an initial grant of
stock options under that plan as described below. Each
employment agreement is for an initial term of two years, with
automatic one-year extensions thereafter unless either party
provides written notice of termination at least three months
prior to any scheduled expiration date. Each employment
agreement provides severance pay equal to one year's salary (two
years' salary for the chief financial officer) and a pro-rated
portion of any earned bonus following termination of employment
by the Company without cause. In addition, certain of these
executive officers, other than the chief financial officer, are
entitled to additional severance of up to one year's salary if
in the first year following the financial restructuring the
Company is acquired at a price per share below a specified
threshold.

Subject to shareholder approval of the 2003 Equity Incentive
Plan at the Company's 2003 Annual Meeting, the Board of
Directors has approved the granting of stock options for
12,585,000 shares, representing 6.5% of the Company's fully
diluted common stock, to these four executive officers. Of these
initial grants, 8,700,000 options have an exercise price of
$0.3121 per share, and the other 3,885,000 options have an
exercise price of $0.4681 per share. The initial stock option
grants to these officers vest monthly at an annual rate of 25%
and each will have 12 months following the termination of his
employment (other than for cause) to exercise vested stock
options held as of the termination date. Following these initial
grants, options for 7,285,873 shares, or 3.8% of the Company's
fully diluted common stock, will remain authorized for issuance
under the 2003 Equity Incentive Plan and will be reserved for
future grants.

The Company's common stock has traded since November 2002 on the
Over the Counter Bulletin Board. As contemplated in the
Company's restructuring agreement, PGA intends to apply for a
new stock exchange listing following the completion of its
planned reverse stock split. In the meantime the Company expects
that the common stock will continue to trade on the Over The
Counter Bulletin Board.

For a more complete description of the financial restructuring,
see the Company's Report on Form 8-K (and the related exhibits)
to be filed with the Securities and Exchange Commission (once
filed, this report will be available on the Commission's Web
site at http://www.sec.gov).

Personnel Group of America, Inc., is a nationwide provider of
information technology consulting and custom software
development services; high-end clerical, accounting and other
specialty professional staffing services; and technology systems
for human capital management. The Company's IT Services
operations now operate under the name "Venturi Technology
Partners" and its Commercial Staffing operations operate as
"Venturi Staffing Partners" and "Venturi Career Partners."

At December 29, 2002, the Company's balance sheet shows a total
shareholders' equity deficit of about $52 million (a positive
$52 million, after pro forma adjustments).


PRUDENTIAL STRUCTURED: Fitch Cuts 4 Low-B Class B Note Ratings
--------------------------------------------------------------
Fitch Ratings downgrades seven classes of notes issued by
Prudential Structured Finance CBO I (Prudential SF CBO I).
The following classes have been downgraded:

-- Class A-1L floating-rate notes to 'AA+' from 'AAA';

-- Class A-1 fixed-rate notes to 'AA+' from 'AAA';

-- Class A-2L floating-rate notes to 'BBB+' from 'A-', removed
   from Rating Watch Negative;

-- Class B-1L floating-rate notes to 'BB+' from 'BBB-', removed
   from Rating Watch Negative;

-- Class B-1 fixed-rate notes to 'BB+' from 'BBB-', removed from
   Rating Watch Negative;

-- Class B-2L floating-rate notes to 'B' from 'BB-', removed
   from Rating Watch Negative; and

-- Class B-2 fixed-rate notes to 'B' from 'BB-', removed from
   Rating Watch Negative.

The transaction, a collateralized bond obligation, is supported
by a diversified portfolio of asset-backed securities (ABS),
residential mortgage-backed securities (RMBS) and commercial
mortgage-backed securities (CMBS). The class A-2L, B-1L, B-1, B-
2L and B-2 notes were placed on Rating Watch Negative on Jan.
24, 2003. Fitch has had ongoing discussions with Prudential
Investment Corporation, the asset manager, regarding the current
state of the portfolio and asset management strategy. Fitch has
reviewed the credit quality of the individual assets comprising
the portfolio and has conducted cash flow modeling of various
default timing and interest rate scenarios. As a result, Fitch
has determined that the original ratings assigned to the class
A-1L, A-1, A-2L, B-1L, B-1, B-2L and B-2 notes of Prudential SF
CBO I no longer reflect the current risk to noteholders.

The rating actions are based on a number of factors including
substantial downward rating migration in the credit quality of
the portfolio and a reduction in excess spread. According to the
March 2003 trustee report, the transaction was failing the Fitch
weighted average rating factor (WARF) test. The Fitch WARF was
37.15 (or approximately 'BB+') for the period ended March 4,
2003. This exceeds the rating limitation of 33.00 (between
'BBB-' and 'BB+').

The portfolio contains a number of securities whereby default is
probable, although no defaults have occurred to date. Fitch
believes these factors have negatively impacted the performance
of the transaction to the point where the available credit
enhancement levels no longer support the original ratings.
Approximately 48% of the collateral pool is currently rated in
the non-investment grade category, including 19% rated 'CCC' or
below. Prudential SF CBO I holds a number of securities that
Fitch has identified as having a potential for adverse impact on
the ability of the CBO to pay ultimate interest and ultimate
principal on the class B-1L, B-1, B-2L and B-2 notes. One area
where the portfolio has experienced significant credit
deterioration is with mutual fund fee transactions. There are a
number of troubled assets in this sector totaling approximately
8.2% of portfolio assets.

Fitch will continue to monitor the performance of the CBO over
time. Based on certain structural parameters set at closing,
Prudential has a limited number of actions it can currently take
to actively manage the portfolio. As such, Fitch will focus on
the credit quality of the portfolio and in particular, the
concentration of assets in the non-investment grade category.
Future downward migration in the credit quality of the pool may
warrant further review of the transaction ratings.


QWEST: Gets Regulatory Nod to Re-Enter L-D Business in 3 States
---------------------------------------------------------------
Qwest Communications International Inc., (NYSE: Q) received
unanimous approval from the Federal Communications Commission to
re-enter the long-distance business in New Mexico, Oregon and
South Dakota. Qwest provides local service to nearly 2.6 million
customer lines in those states. With Tuesday's action, Qwest has
FCC approval to offer long-distance service everywhere in its
local service territory except for Minnesota and Arizona.

"This is a great day for millions of our customers in New
Mexico, Oregon and South Dakota and a great day for Qwest," said
Steve Davis, Qwest senior vice president of public policy. "Now
12 of the 14 states where we provide local service are approved
to offer long-distance service. It's only a matter of time until
we can offer long-distance service everywhere in the United
States."

Qwest will launch its long-distance calling plans in the three
states in the coming weeks. Soon, customers in New Mexico,
Oregon and South Dakota can take advantage of plans designed to
meet specific customer calling needs. Qwest already provides
long-distance services in nine states in its local service
territory and it filed an application with the FCC for Minnesota
on March 28, 2003. With Qwest's new long-distance offerings, the
company continues to deliver the Spirit of Service(TM) through
simple pricing, the convenience of one bill and additional
savings for customers who purchase a package of Qwest services.

"The availability of long-distance will allow us to provide our
customers in New Mexico, Oregon and South Dakota with a full
suite of services to stay in touch with family and friends,"
said Annette Jacobs, president of Qwest consumer markets group.
"We're proud to re-enter the long-distance market, and look
forward to providing our customers with the savings, service and
convenience they have come to expect from Qwest."

Qwest has spent more than $3 billion to open its local markets
to competitors and comply with the Telecommunications Act of
1996. Under the act, Qwest can re-enter the long-distance
business in states in its local service territory once its
application to the FCC has been approved. An FCC decision on
Qwest's Minnesota application is due by June 26, 2003. Qwest
plans to file a similar application for long-distance authority
in its final state, Arizona, within the next few months.

"We commend the FCC and the New Mexico, Oregon and South Dakota
state commissions for their comprehensive and exhaustive reviews
of our long- distance applications," Davis added. "[Tues]day's
approval definitively proves that our markets are open to
competition and that we have met the requirements of the
Telecommunications Act of 1996."

Residential and business customers in Qwest's local service
territory could save more than $1 billion annually with Qwest's
re-entry into the regional long-distance business, based on a
study by Professor Jerry A. Hausman, director of the
Massachusetts Institute of Technology Telecommunications
Research Program.

Qwest Communications International Inc. (NYSE: Q) is a leading
provider of voice, video and data services to more than 25
million customers. The company's 50,000-plus employees are
committed to the "Spirit of Service" and providing world-class
services that exceed customers' expectations for quality, value
and reliability. For more information, please visit the Qwest
Web site at http://www.qwest.com

Qwest Communications' 7.500% bonds due 2008 (Q08USR3) are
trading at about 87 cents-on-the-dollar, says DebtTraders. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=Q08USR3for
real-time bond pricing.


RAINIER CBO: Fitch Drops Ratings on Classes B-1L & B-2 to B+/B-
---------------------------------------------------------------
Fitch Ratings has downgraded the following classes of notes
issued by Rainier CBO I, Ltd.:

      -- $62,000,000 class A-3L notes to 'A+' from 'AAA';

      -- $35,000,000 class A-4C notes to 'BB+' from 'A-';

      -- $13,000,000 class B-1L notes to 'B+' from 'BBB';

      -- $8,000,000 class B-2 notes to 'B-' from 'BB-'.

Rainier CBO I, Ltd. is a collateralized bond obligation managed
by Centre Pacific LLC. The CBO was established in July 2000 to
issue debt and equity securities and to use the proceeds to
purchase high yield bond collateral. The classes that are being
downgraded have been on Rating Watch Negative since
March 7, 2003 and will be removed from Rating Watch Negative in
conjunction with the downgrade. The ratings of the Class A-1L
and Class A-2L notes from this transaction are affirmed at
'AAA'.

According to its March 17, 2003 trustee report, Rainier CBO I,
Ltd.'s collateral includes a par amount of $32.609 million
(8.51%) defaulted assets. The Senior Class A
overcollateralization test is at 121.8% with a trigger of 117%,
the Class A OC test is at 108.7% with a trigger of 106%, and the
Class B OC test is failing at 101% with a trigger of 103%.

In reaching its rating actions, Fitch reviewed the results of
its cash flow model runs after running several different stress
scenarios. Fitch will continue to monitor this transaction.


RECOTON CORP: Signs-Up BSI as Court Claims and Balloting Agent
--------------------------------------------------------------
Recoton Corporation and its debtor-affiliates sought and
obtained approval from the U.S. Bankruptcy Court for the
Southern District of New York to appoint Bankruptcy Services,
Inc., as Claims and Balloting Agent.

The Debtors report that they have more than 1,000 creditors and
there are numerous other parties in interests involved in these
chapter 11 cases.  The Debtors point out that the large number
of creditors and other parties in interest would impose a
substantial strain on the resources of the Office of the Clerk
of the Court to efficiently and effectively docket and maintain
the proofs of claim that may be filed to prepare and serve the
multitude of noticed in these cases.

As Claims and Balloting Agent, BSI is expected to:

     a) assist the Debtors in mailing all required notices in
        these cases, including, among others:

         i) notice of the commencement of these cases and the
            initial meeting of creditors under section 341(a) of
            the Bankruptcy Code;

        ii) notice of claims bar dates;

       iii) notice of objections to claims,

        iv) notices of any hearings on the Debtors' disclosure
            statement and confirmation of the Debtors' chapter
            11 plan; and

        v) such other miscellaneous notices as the Debtors or
           the Court may deem necessary or appropriate for the
           orderly administration of these cases;

     b) within 10 business days after the service of a
        particular notice, file with the Clerk's Office a
        certificate or affidavit of service that includes:

          i) a copy of the notice served;

         ii) a list of persons upon whom the notice was served,
             along with their addresses; and

        iii) the date and manner of service;

     c) receive, examine and maintain copies of all proofs of
        claim and proofs of interest filed in these Chapter 11
        Cases;

     d) maintain official claims registers in each of the
        Debtors' Chapter 11 Cases by docketing all proofs of
        claim and proofs of interest in the applicable claims
        database that includes the following information for
        each such claim or interest asserted:

          i) the name and address of the claimant or interest
             holder and any agent thereof, if the proof of claim
             or proof of interest was filed by an agent;

         ii) the date the proof of claim or proof of interest
             was received by BSI and/or the Court;

        iii) the claim number assigned to the proof of claim or
             proof of interest;

         iv) the asserted amount and classification of the
             claim; and

          v) the applicable Debtor against which the claim or
             interest is asserted;

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

     f) transmit to the Clerk's Office a copy of the claims
        registers on a weekly basis, unless requested by the
        Clerk's Office on a more or less frequent basis;

     g) maintain an up-to-date mailing list for all entities
        that have filed proofs of claim or proofs of interest
        and make the list available upon request to the Clerk's
        Office or any party in interest;

     h) provide access to the public for examination of copies
        of the proofs of claim or proofs of interest filed in
        these casts without charge during regular business
        hours;

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

     j) comply with applicable federal, state, municipal and
        local statutes, ordinances, rules, regulations, orders
        and other requirements;

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

     l) provide such other claims processing, noticing and
        related administrative services as may be requested from
        time to time by the Debtors;

     m) oversee the distribution of the applicable solicitation
        material to each holder of a claim against or interest
        in the Debtors;

     n) respond to mechanical and technical distribution and
        solicitation inquiries;

     o) receive, review and tabulate the ballots cast, and make
        determinations with respect to each ballot as to its
        timeliness, compliance with the Bankruptcy Code,
        Bankruptcy Rules and procedures ordered by this Court
        subject, if necessary, to review and ultimate
        determination by the Court;

     p) certify the results of the balloting to the Court; and

     q) perform such other related plan-solicitation services as
        may be necessary.

BSI's professional hourly rates are:

          Senior Consultants        $185 per hour
          Programmer                $130 to $160 per hour
          Data Entry/Clerical       $40 to $60 per hour
          Schedule Preparation      $225 per hour

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.


SPIEGEL: Wins Nod for Partial Relief from Permanent Injunction
--------------------------------------------------------------
The Spiegel Group announced that the court entered an Order on
April 10, 2003, granting relief in response to the company's
motion for clarification of the permanent injunction included in
the SEC Judgment.

As previously disclosed, the company filed with the court a
motion for clarification of the SEC Judgment. The Order makes it
clear that, Spiegel, Inc., and its officers, directors,
employees and agents, are not, and will not be in the future, in
contempt of the SEC Judgment as a result of the company's
inability to timely file its 2002 Form 10-K and one or more Form
10-Qs with the SEC as required; provided that:

-- Spiegel, Inc. files its 2002 Form 10-K and any past due Form
   10-Qs with the SEC as soon as possible and not later than 90
   days after the filing of the independent examiner's report.

-- On or before May 15, 2002, the company files under item 5 of
   Form 8-K its financial statements (including the notes
   thereto) that would have been included in its 2002 Form 10-K,
   on an unaudited basis, and a management's discussion and
   analysis covering the unaudited financial statements,
   including a discussion of recent material events concerning
   the company.

-- The company also files any quarterly financial statements
   (including the notes thereto) that would have been included
   in a Form 10-Q and a management's discussion and analysis
   covering these financial statements.

Until such time as Spiegel, Inc. is able to file its past due
2002 Form 10-K and any past due Form 10-Qs, it will file reports
with the SEC on Form 8-K for the following:

-- Monthly sales reports, along with any accompanying press
   releases;

-- Any monthly financial statements that are filed by the
   company with the bankruptcy court; and

-- Any material developments concerning the company, along with
   any accompanying press releases.

The Spiegel Group (OTC Pink Sheets: SPGLA) is a leading
international specialty retailer marketing fashionable apparel
and home furnishings to customers through catalogs, more than
550 specialty retail and outlet stores, and e-commerce sites,
including eddiebauer.com, newport-news.com and spiegel.com. The
Spiegel Group's businesses include Eddie Bauer, Newport News,
and Spiegel Catalog. The Company's Class A Non-Voting Common
Stock trades on the over-the-counter market under the ticker
symbol: SPGLA. Investor relations information is available on
The Spiegel Group Web site at http://www.thespiegelgroup.com


SPIEGEL INC: Seeking Court Injunction against Utility Companies
---------------------------------------------------------------
In connection with the operation of their business and
management of their properties, The Spiegel Inc., and its
debtor-affiliates obtain various utility services including gas,
water, electric and telephone services from many different
utility companies throughout the U.S. and Canada.  The Utility
Companies service the Debtors' corporate headquarters and
regional facilities.  The Debtors use gas and electricity for
lighting and general office use.  They need telephone services
to conduct sales and marketing functions and communicate with
customers, vendors and corporate headquarters.  The continued
water and sewer service is necessary to maintain sanitary
lavatory facilities for employees.

Section 366 of the Bankruptcy Code provides that utility
companies, within 20 days after the Petition Date, may be
authorized to discontinue service if a debtor does not furnish
adequate assurance of future performance of its postpetition
obligations.

However, James L. Garrity, Jr., Esq., at Shearman & Sterling, in
New York, tells the Court that if the Utility Companies are
permitted to terminate the utility services, the Debtors will be
forced to discontinue operations of their facilities, resulting
in a substantial loss of sales and profits.  The impact on the
Debtors' operations, revenues and restructuring efforts would be
severe and would jeopardize the Debtors' ongoing operations.
Consequently, this will cause substantial harm to the Debtors'
ability to expeditiously restructure their business affairs to
the detriment of their estates and creditors.

Considering that Utility Services are vital to the Debtors'
ability to sustain their operations during the pendency of these
Chapter 11 cases, it is clearly imperative that Utility Services
continue uninterrupted.  Mr. Garrity also notes that the Debtors
have had a good prepetition payment history with all of the
Utility Companies.  The Debtors have paid their utility bills in
full and on time.  In this regard, the Debtors represent that
they will pay all postpetition obligations due the Utility
Companies as billed and when due.

Accordingly, the Debtors ask the Court to prohibit Utility
Companies from altering, refusing or discontinuing services on
account of unpaid prepetition invoices or prepetition claims.
The Debtors suggest that any Utility Company seeking additional
adequate assurance in the form of a deposit or other security
must make the request in writing.

The Debtors also propose to pay, in their sole discretion, the
prepetition amounts owing to a Utility Company.  If it accepts
the payment, the Utility Company will be deemed to be adequately
assured of future payment and to have waived any right to seek
additional adequate assurances in the form of a deposit or
otherwise.

If a Utility Company timely and properly requests additional
adequate assurance that the Debtors believe is unreasonable --
and the Debtors are unable to resolve the request consensually
with the Utility Company within 60 days from the date the
Debtors received the Request -- the Debtors will file a motion
for determination of adequate assurance of payment with respect
to the Utility Company and seek to have the motion set for
hearing on the next regularly scheduled omnibus hearing.
However, any Utility Company having made a request for
additional adequate assurance of payment will be deemed to have
adequate assurance of payment until this Court enters a final
order in connection with the Request finding that the Utility
Company is not adequately assured of future payment.  Any
Utility Company that does not timely and in writing request
additional adequate assurance of payment will be deemed to be
adequately assured of payment pursuant to Bankruptcy Code
Section 366(b). (Spiegel Bankruptcy News, Issue No. 3;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


STARGATE.NET INC: Case Summary & Largest Unsecured Creditors
------------------------------------------------------------
Lead Debtor: Stargate.net, Inc.
             40 24th Street, Suite 300
             Pittsburgh, Pennsylvania 15222

Bankruptcy Case No.: 03-10831

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Stargate Industries, LLC                   03-10832
      Stargate Application Services Group, LLC   03-10833
      Stargate Professional Services Group LLC   03-10834
      Stargate Local Services, LLC               03-10835

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, Esq.
                  Knox McLaughlin Gornall & Sennett, P.C.
                  120 West Tenth Street
                  Erie, PA 16501
                  Tel: 814-459-2800

                           Estimated Assets:  Estimated Debts:
                           -----------------  ----------------
Stargate.net, Inc.         $1MM to $10MM      $10MM to $50MM
Stargate Industries        $1MM to $10MM      $10MM to $50MM
Stargate Application
Services Group            $500K to $1MM      $10MM to $50MM
Stargate Professional
Services Group            $1MM to $10MM      $10MM to $50MM
Stargate Local Services      $0 to $50K       $10MM to $50MM

A. Stargate.net'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

B. Stargate Industries' 20 Largest Unsecured Creditors:

Entity                                            Claim Amount
------                                            ------------
Verizon                                               $472,354
PO Box 646
Baltimore, MD 21265-0646

Lucent Technologies                                   $406,700
Corporate Headquarters
600 Mountain Avenue
Murry Hill, NJ 07974

Sprint Communications                                 $101,346

AllTel                                                 $99,275

AT&T                                                   $83,272

24th Street Associates                                 $74,608

MCI Worldcom                                           $69,529

Penn Telecom                                           $62,255

Worldcom                                               $52,057

Highmark Blue Cross                                    $45,000

Citizens Communications                                $34,406

Verizon North                                          $33,381

Aldelphia Business Solutions                           $31,227

Siemens                                                $30,237

Fiber Net                                              $15,888

Print Caf,                                             $14,648

PictureNet Corporation                                 $14,531

Insight Corporate Solutions                            $14,522

Poplar Realty                                           $6,875

SPA, Inc.                                               $6,531

C. Stargate Application Services Group's
   10 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Whistler Construction Co.                              $11,820

DQE Communications          Utility Bills              $10,700

Greentree Gardener          Grounds Maintenance         $1,880

Allied Security             Security Services           $1,735

Great American Leasing                                  $1,665

Verizon                     Utility Bills                 $214

Verizon                     Utility Bills                 $200

Pennsylvania-American       Utility Bills                 $144
Water Co.

Nextel Communications       Utility Bills                  $68

Breaktime Coffee Service    Beverage Services              $59

D. Stargate Professional Services Group's
   4 Largest Unsecured Creditors:

Entity                                            Claim Amount
------                                            ------------
United Rentals Highway Tech                             $8,889

Integrated Change Company                               $3,986

Microsoft                                                 $500

Cavanaugh                                                  $80


STRONGHOLD TECHNOLOGY: Year 2002 Net Loss Double to $5 Million
--------------------------------------------------------------
Stronghold Technologies, Inc., (OTC Bulletin Board: SGHT) a
developer of DealerAdvance(TM), an enterprise software system
leveraging wireless technologies for the automotive retail
industry, announced results for the year ended December 31,
2002.

The Company was able to significantly increase the number of
installed dealerships from 6 in 2001 to 33 in 2002. This
resulted in an increase in revenue from $614,540 for the fiscal
year ended December 31, 2002 to $2,802,483 for 2003,
representing an increase of 356%. Stronghold installed 13 of
these dealerships in the fourth quarter and produced $1,002,529
in revenue, up from $20,676 in revenue in the fourth quarter in
2001 which is an increase of 4,748%.

During 2002, Stronghold invested substantially and completed its
first application, DealerAdvance Sales Solution(TM), a
comprehensive CRM system that significantly increases the sales
of new and used cars in auto dealerships. The system aids in the
selling process by displaying inventory and product information,
and reduces the selling time by 30-40 minutes by shortcutting
the manual steps in completing and supporting the sale. However,
the ROI to the dealership comes from effectively capturing
prospect information and communicating follow-up tasks to the
sales people to get unsold prospects back into the dealership to
buy. In almost all of Stronghold's customer sites, they are
experiencing an immediate return on investment, often realizing
a 2 to 8 times monthly return over the lease and maintenance
fees.

Stronghold has quickly achieved industry leadership in achieving
high capture rates on prospects, in communicating and holding
sales people accountable to their follow-up tasks, and in
demonstrably increasing the sales of new and used cars. The
company has also created an implementation process with support
services that starts delivering on the value proposition within
21 days of the signing of a proposal.

Stronghold is the only company focused on providing mobility and
results to the auto industry, effectively aiding its customers
in increasing their market share in the midst of a difficult
economy. "Truthfully, I have never seen a more dramatic return
from attacking a sales funnel as we have seen in this industry.
The mid-line auto dealer is faced with rapid turnover in its
sales force, a highly competitive environment for selling, and
little to no technology invested in the sales department.
Stronghold is making a huge difference by significantly
increasing the productivity of the sales force, and extracting
many more sales from the existing investments in creating
traffic," said Chris Carey, Stronghold's CEO.

Stronghold invested substantial funds in 2002 in building out
the distribution network with direct sales and operational
support personnel located in 9 markets, including Northern New
Jersey, San Francisco, Atlanta, Los Angeles, Phoenix, Miami,
Cleveland, Seattle and Washington, DC. The company expects that
this investment will provide the base for its sales growth in
2003. According to Chris Carey, "This investment has positioned
us with pilot dealerships and support personnel to continue to
increase our installed base and revenue. We are producing such a
demonstrable and quick ROI, that we expect our marketing efforts
will add 50 dealerships in 2003. We are expecting to reach
breakeven on a quarterly basis by the fourth quarter of this
year."

These investments in software and market development led to an
increase in operating expenses for the year ended December 31,
2002 and December 31, 2001 to $5,490,419 from $2,645,396,
respectively. This increase in operating expenses led to an
increased loss for the company, with a net loss for the year
ended December 31, 2002 of $4,823,646, or $0.55 per share
compared to a net loss of $2,420,088 or $0.41 for 2001.

In the fourth quarter 2002, and for comparative purposes,
operating expenses prior to accountants adjustments and
accruals, were $1,711,888, up from $864,509 in the same period
in 2001. Losses for the fourth quarter totaled $1,103,109,
compared to a loss in the fourth quarter of 2001 of $885,587. In
the first quarter of 2003, the Company has reduced overall
operating expenses, as the majority of the development effort to
complete the first application was substantially complete.
Consequently, the Company estimates that the losses will be
reduced for the first quarter 2003.

This cumulative loss put increased pressure on the company's
cash flow. To properly fund future growth, the company is
currently in negotiations to complete a second round of
financing for $2 million in equity. In the meantime, the company
has sustained operations through a series of loans totaling
$940,000 provided by the company's CEO, Chris Carey and his
family. Mr. Carey is planning to convert $500,000 of his loans
to the purchase of shares in Stronghold. These transactions
should be completed by May 1, 2003, and will ensure the
company's ability to meet its growth plans. In addition, in
March 2003, the Company entered into two bridge loans totaling
$400,000 with two outside investors.

The Company's December 31, 2002 balance sheet shows a working
capital deficit of about $1.4 million, and a total shareholders'
equity deficit of about $3 million.

Stronghold Technologies, Inc., is an innovator in applying
wireless technology and process improvement methods to increase
business efficiency and sales. The Company has developed an
integrated wireless technology, called DealerAdvance(TM), which,
among many features, allows automobile dealers to capture a
customer's purchasing requirements, search inventory at multiple
locations, locate an appropriate vehicle in stock and print out
the necessary forms. Through an integrated CRM (Customer
Relationship Management) application, the systems sends detailed
tasks for prospect and customer follow-up and produces
management reports to measure compliance. DealerAdvance(TM)
allows sales professionals to increase sales, improve customer
follow-up, and reduce administrative costs.


SUSQUEHANNA MEDIA: S&P Assigns B Rating to $100M Sr. Sub. Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' rating to
radio and cable systems operator Susquehanna Media Co.'s
proposed $100 million, 8.5% senior subordinated notes issue due
2009, an add-on to an existing issue and a rule 415 shelf
drawdown. Proceeds are expected to be used to repay borrowings
under the company's revolving credit facility.

At the same time, Standard & Poor's affirmed all of its ratings,
including the 'BB-' corporate credit rating, on the company. The
outlook is stable. At Dec. 31, 2002, York, Pennsylvania-based
Susquehanna had total debt outstanding of approximately $521.1
million.

"The proposed transaction replenishes the company's borrowing
capacity under its bank lines, which could be used to help fund
acquisitions in the near term," said Standard & Poor's credit
analyst Alyse Michaelson. She added that, "Ratings stability
incorporates the expectation that the company's credit profile
and covenant cushion will be maintained amid expected
acquisition activity."

Susquehanna's radio operations are in attractive markets.  A
majority of radio revenues is derived from four of the top 10
radio markets, including San Francisco, Dallas, Houston, and
Atlanta. However, the company's clusters are smaller than its
rivals, which could make them more vulnerable to competitive
pressures. Relatively small scale also likely contributes to a
below-average radio business EBITDA margin of about 30%.
The radio unit converted about 65 cents of every incremental
dollar of revenue into broadcast cash flow in 2002. Higher
listener ratings that raise ad rates, coupled with improving
demand for radio advertising, contributed to radio revenue
growth in 2002. Although most of the company's major markets
have been experiencing high-single digit or double-digit revenue
growth on a year-over-year comparison, the San Francisco market
remains soft due to weak economic conditions and the significant
falloff in dot-com advertising. Favorable trends in overall
radio advertising had been expected to continue into 2003.
Still, revenue visibility is limited and the near-term outlook
is somewhat uncertain, given advertising's vulnerability to
economic weakness and the war in Iraq.

Cable TV revenue and cash flow growth are relatively more stable
compared with radio, but ongoing cable plant upgrades require
heavy capital spending. Cable TV revenue growth in 2002 was
driven by basic service rate increases, from greater penetration
of digital cable and cable modem services, and modest
acquisition activity. Basic subscriber levels are essentially
flat and are being pressured by competition from satellite
services.

Ratings stability is supported by cash flow diversity from the
company's radio and cable operations. Discretionary cash flow
and reasonable credit availability and covenant cushion should
be sufficient for capital spending needs and potential
acquisitions.


TENNECO AUTOMOTIVE: David G. Gabriel Stepping Down as SVP & GM
--------------------------------------------------------------
Tenneco Automotive (NYSE: TEN) announced that David G. Gabriel,
senior vice president and general manager of the company's North
American Aftermarket business unit, is leaving the company for a
new opportunity outside the automotive industry.

Gabriel has accepted the CEO position for a U.S. division of a
global industrial supply company based in Europe. His
resignation is effective May 2, 2003. The company expects to
name a new general manager for its North American Aftermarket
business within the next three weeks.

"Dave Gabriel successfully led our North American aftermarket
business through a period of difficult change," said Mark P.
Frissora, chairman and CEO of Tenneco Automotive. "As a member
of the senior management team, he has played a significant role
in helping shape the long-term direction for Tenneco Automotive.
I know that all of my colleagues join me in thanking him for his
many contributions and wish him continued success in his new
role."

Tenneco Automotive, whose December 31, 2002 balance sheet shows
a total shareholders' equity deficit of about $94 million, is a
$3.5 billion manufacturing company headquartered in Lake Forest,
Ill., with 19,600 employees worldwide.  Tenneco Automotive is
one of the world's largest producers and marketers of ride
control and exhaust systems and products, which are sold under
the Monroe(R) and Walker(R) global brand names.  Among its
products are Sensa-Trac(R) and Monroe(R) Reflex(TM) shocks and
struts, Rancho(R) shock absorbers, Walker(R) Quiet-Flow(TM)
mufflers and Dynomax(TM) performance exhaust products, and
Monroe(R) Clevite(TM) vibration control components.


TEXAS GAS: Loews Acquisition Spurs Fitch's Watch Status Revision
----------------------------------------------------------------
Fitch Ratings revised the Rating Watch status on the 'BB-'
senior unsecured debt rating of Texas Gas Transmission Corp. to
Positive from Evolving. The rating action follows the
announcement that Loews Corp. (senior unsecured rated 'A+'
Rating Outlook Negative by Fitch) has entered into an agreement
to acquire TGT from The Williams Companies, Inc. (WMB; senior
unsecured rated 'B-' by Fitch) in a transaction valued at
approximately $1.045 billion, including the assumption of $250
million outstanding TGT debt. The Rating Watch Positive status
for TGT reflects the higher rating of Loews as compared with
that of current 100% owner WMB. It also incorporates Fitch's
understanding that Loews' proposed acquisition financing
strategy will not result in significant over-leveraging at TGT.
Loews' plan contemplates funding a portion of the approximate
$795 million cash portion with $275 million of new senior notes
issued at TGT or at an intermediate holding company.

Fitch anticipates that TGT's standalone credit profile will be
consistent with a mid to high 'BBB' rating even after factoring
in the proposed debt issuance at TGT. On a pro forma basis,
TGT's capital structure is likely to approximate 50% debt and
50% shareholders' equity. In addition, ongoing funds from
operations should cover interest expense by more than 3.5 times
(x). Fitch's review will take into consideration Loews' planned
dividend policy for TGT going forward. In particular, the
Federal Energy Regulatory Commission (FERC) currently does not
provide any general restrictions limiting the flow of funds
between regulated pipeline operating subsidiaries from their
respective parent companies.

TGT's operating profile remains sound. TGT operates a 5,800 mile
FERC regulated natural gas pipeline network connecting Gulf
Coast, eastern Texas, and northern Louisiana gas-producing
basins with end user markets in the Midwest. With an average
contract life of under five years, TGT is exposed to moderate
ongoing capacity turnback risk due to competitive conditions in
the Midwest. However, TGT has demonstrated initial success in
re-marketing expiring capacity, albeit with some rate
discounting during the summer months.


THERMADYNE HOLDINGS: Outlines Terms of Proposed Amended Plan
------------------------------------------------------------
As previously reported, on January 17, 2003, Thermadyne Holdings
Corporation, Thermadyne Mfg. LLC, Thermadyne Capital Corp., and
certain other direct and indirect subsidiaries of the Company
filed with the U.S. Bankruptcy Court for the Eastern District of
Missouri Eastern Division the proposed First Amended and
Restated Joint Plan of Reorganization and the proposed First
Amended and Restated Disclosure Statement describing the Plan.

Once the Company satisfies the conditions precedent to
effectiveness of the Plan, as described in the Plan, the Company
will then consummate the Plan and emerge from Chapter 11.
Management anticipates that the consummation and effectiveness
of the Plan will occur in the second calendar quarter of 2003.

The Plan provides for a substantial reduction of the Company's
long-term debt. Under the plan, the Company's total debt would
aggregate approximately $230 million, versus the nearly $800
million in debt and $79 million in preferred stock when the
Company filed for Chapter 11 protection in November 2001. The
Plan provides for treatment to the various classes of claims and
equity interests as follows (as is more fully described in the
Plan):

           (i) Administrative expense claims, priority tax
claims and Class 1 other priority claims (more fully described
in the Plan) remain unaffected by the Chapter 11 cases and are
to be paid in full. The Class 3 Other Secured Claims are also
unimpaired by the Chapter 11 cases and the holders of such
claims will continue to retain their liens.

          (ii) The pre-petition senior secured lenders (Class 2)
will exchange their approximately $365 million in debt and
outstanding letters of credit for up to approximately 94.5% of
the new common stock of the Company (subject to reduction for
any shares of the Company's new common stock acquired pursuant
to the subscription offering referenced below), the cash
proceeds realized from the subscription offering, $180 million
in Senior Debt Notes, and Series C Warrants exercisable for
additional shares of new common stock of the Company. Under
certain circumstances, up to an additional $23 million in Senior
Debt Notes may be issued to the pre-petition senior secured
lenders in substitution for up to 12.3% of the new common stock
of the Company. The pre-petition senior lenders have agreed to
transfer the Series C Warrants to certain current Company equity
holders.

          (iii) General unsecured creditors (Class 4) will
receive distributions of cash equal to the lesser of (1) each
holder's pro rata share of $7,500,000 and (2) fifty percent
(50%) of such holder's claim (estimated by the Company to
provide a recovery on such claims of 30% to 37% of the amount of
such claims).

           (iv) The 9-7/8% senior subordinated note holders
(Class 5) will exchange their approximately $230 million in debt
and accrued interest for approximately 5.5% of the new common
stock of the Company, with the opportunity to subscribe for more
shares through the subscription offering to be made pursuant to
the Plan, and Series A Warrants and Series B Warrants
exercisable for additional shares of new common stock of the
Company.

           (v) The junior subordinated note claims, the 10.75%
senior subordinated note claims and the 12-1/2% senior discount
debenture claims (Class 6, Class 7 and Class 8, respectively) in
the aggregate amount of approximately $220 million will not
receive any distribution under the Plan, but will have the
opportunity to participate in the subscription offering for
shares of new common stock of the reorganized Company.

           (vi) All existing common and preferred stock of the
Company, and warrants and options to acquire such stock (Class
9), will be cancelled and the holders of such interests will not
receive any distribution pursuant to the Plan.

        In connection with the Plan, the Company will issue the
following:

               o    Senior Debt Notes in the aggregate amount of
                    up to $203 million;

               o    Up to 13,300,000 shares of new common stock
                    of the reorganized Company;

               o    1,157,000 Series A Warrants;

               o    700,000 Series B Warrants; and

               o    271,429 Series C Warrants.

Upon effectiveness of the Plan, the Company will enter into a
proposed senior secured revolving credit facility in the
aggregate amount of $50 million and will make borrowings under
the facility to repay the Company's post petition Debtor In
Possession Credit Facility provided by ABN-AMRO, to pay various
pre-petition obligations and for general working capital
purposes.


UNITED AIRLINES: Plan Filing Exclusivity Stretched to October 6
---------------------------------------------------------------
Bankruptcy Court Judge Wedoff granted UAL Corporation and its
debtor-affiliates an extension of their Exclusive Periods. The
Debtors now have the exclusive right to file and propose a Plan
until October 6, 2003, and the exclusive right to solicit
acceptances of that Plan from creditors until December 5, 2003.
(United Airlines Bankruptcy News, Issue No. 15; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


U.S. TIMBERLANDS: Reports Improved EBITDA in 4th Quarter 2002
-------------------------------------------------------------
U.S. Timberlands Company, L.P., (OTC Bulletin Board: TIMBZ)
announced cash flow and operating results for the quarter and
year ended December 31, 2002.

Cash flow for the fourth quarter of 2002, as measured by
EBITDDA, was $5.4 million or $.41 per unit, compared to cash
flow of $4.4 million, or $0.33 per unit, for the same period in
2001.  EBITDDA is defined as operating income plus depletion,
depreciation, road amortization and cost of timber and property
sales.  The Company reported a net loss for the fourth quarter
of 2002 of $13.1 million, or $1.03 per unit, as compared to a
net loss of $10.2 million, or $0.80 per unit, for the same
period in 2001.  Revenues for the fourth quarter of 2002 were
$18.5 million as compared with $13.5 million for the same period
in 2001.

Cash flow for the year ended December 31, 2002, as measured by
EBITDDA, was $12.8 million, or $0.98 per unit, compared to cash
flow of $23.2 million, or $1.77 per unit, for the same period in
2001.  The Company reported a net loss for 2002 of $43.8
million, or $3.37 per unit, as compared with a net loss of $36.2
million, or $2.79 per unit for the same period in 2001. Revenues
for 2002 were $49.5 million compared with $54.6 million for the
same period in 2001.

U.S. Timberlands Company, L.P. and its affiliate, own 667,000
fee acres of timberland and cutting rights on 18,000 acres of
timberland containing total merchantable timber volume estimated
to be approximately 1.6 billion board feet in Oregon and
Washington, east of the Cascade Range.  U.S. Timberlands
specializes in the growing of trees and the sale of logs and
standing timber. Logs harvested from the timberlands are sold to
unaffiliated domestic conversion facilities.  These logs are
processed for sale as lumber, molding products, doors, millwork,
commodity, specialty and overlaid plywood products, laminated
veneer lumber, engineered wood I-beams, particleboard,
hardboard, paper and other wood products.  These products are
used in residential, commercial and industrial construction,
home remodeling and repair and general industrial applications
as well as a variety of paper products.  U.S. Timberlands also
owns and operates its own seed orchard and produces
approximately four million conifer seedlings annually from its
nursery, approximately 75% of which are used for its own
internal reforestation programs, with the balance sold to other
forest products companies.

U.S. Timberlands' December 31, 2002 balance sheet shows that its
total current liabilities exceeded its total current assets by
about $1.6 million.

U.S. Timberlands' 9.625% bonds due 2007 are currently trading at
about 72 cents-on-the-dollar.


US UNWIRED INC: S&P Concerned About Dwindling Liquidity
-------------------------------------------------------
Standard & Poor's Ratings Services placed its 'CCC' corporate
credit rating and other ratings on Sprint PCS affiliate US
Unwired Inc., on CreditWatch with negative implications. At the
same time, the ratings on US Unwired subsidiary IWO Holdings
Inc. were lowered and also placed on CreditWatch with negative
implications.

The rating actions are based on the companies' dwindling
liquidity and bank covenant compliance problems. The auditors
for US Unwired and IWO have also expressed substantial doubt
about the companies' abilities to continue as going concerns. A
soft economy, competitive pressure, and high subscriber churn
stemming from Sprint PCS offers to subprime customers have
impaired the companies' cash flow growth and increased already
high financial risk. Standard & Poor's is concerned about the
rising likelihood of balance sheet restructurings that result in
bond holders receiving less than accreted par value, or
bankruptcy filings.

Both US Unwired and IWO expect to be in violation of covenants
on their bank credit facilities in 2003 and could lose access to
these sources of liquidity. Without additional bank borrowing,
IWO will have insufficient cash to continue the network buildout
required under its agreement with Sprint PCS and could be
declared in default on the agreement. In an attempt to maintain
liquidity, IWO is discussing a financial restructuring plan with
its bank lenders and noteholders.

US Unwired is trying to renegotiate covenants in its facility to
avoid a likely violation. If the company is unsuccessful in
obtaining an amendment and is unable to borrow from its credit
facility, US Unwired believes that it would still have
sufficient existing cash to continue its current business plan.
Nevertheless, business uncertainty may result in increased
cash needs, and bank lenders could accelerate repayment of
existing borrowings, which could also trigger an acceleration of
the US Unwired bonds.

"Standard & Poor's will monitor the progress of US Unwired and
IWO in their negotiations with creditors and resolve the
CreditWatch listings following company actions," said Standard &
Poor's credit analyst Eric Geil.


VANGUARDE ASSET: Illegal Insurance Operation is Shut Down
---------------------------------------------------------
Pennsylvania Insurance Commissioner Diane Koken has closed down
the illegal insurance operations of Vanguarde Asset Group, Inc.
and its president Dwayne Samuels. Additionally, she has assessed
fines totaling more than $1.6 million.

Vanguarde "engaged in the business of insurance without being
properly licensed to do so," the Commissioner said.  "Unlicensed
insurers are not regulated, may not be actuarially sound, and
cannot guarantee claim payments if the company goes bankrupt."

Vanguarde Asset Group, Inc., was providing healthcare benefits
in Pennsylvania without obtaining the required authority to do
so. Also, the Choice Plus Plan offered by Vanguarde was not
insured. This program was marketed to members of two
associations, the American Financial Management Association and
the Wedding and Event Videographers Association.

"I have assessed maximum penalties against Vanguarde in the
amount of $338,000," Koken said. "Additionally, Dwayne Samuels
is prohibited from transacting business in Pennsylvania for 20
years and was previously barred from having any dealings with
employee benefit plans.

"I can't stress enough that employers and consumers should take
the time to be sure they are dealing with a licensed insurance
company. Fraudulent companies may have slick marketing materials
or websites, but a simple question should be answered before you
buy any coverage. That question is 'are you licensed?'"

The Pennsylvania Insurance Department is responsible for
licensing insurance companies and agents in the state. Licensed
companies are listed on the Department's Web site at
http://www.insurance.state.pa.us


WESTAR ENERGY: Doug Henry Returns to Lead Power Delivery Ops.
-------------------------------------------------------------
Westar Energy, Inc., (NYSE: WR) announced Doug Henry is
returning to the company as vice president, power delivery, the
position he held until leaving in November 2001. Henry will be
based at Westar Energy's offices in Wichita.

Henry is a 28-year electric utility veteran. He began his career
with Oklahoma Gas and Electric in 1975 upon graduating from the
University of Missouri-Rolla with an electrical engineering
degree. Henry joined Westar Energy in 1977 as an engineer in
Wichita. He held a number of positions during his tenure
including chief engineer; director, Wichita operations;
executive director, transmission and engineering; and executive
director and then vice president, power delivery.

"Doug's knowledge of this industry and years of experience with
this company will serve us well as we focus on becoming a pure
electric utility," said Bill Moore, executive vice president and
chief operating officer. "We are pleased to have him back on the
Westar Energy management team."

After leaving Westar Energy, Henry served as a senior consultant
for Davies Consulting, Inc., based in Chevy Chase, Maryland.

Henry was heavily involved in the community during his tenure at
Westar Energy, and he continues to serve several organizations.
He is a member of the board of directors of the Boy Scouts of
America and the Mental Health Association of South Central
Kansas. Henry is also involved with Goodwill Industries Easter
Seals of Kansas, Inc., having recently served on the board.

Henry will return to Westar Energy on May 1, 2003.

Westar Energy, Inc., (NYSE: WR) is the largest electric utility
in Kansas and owns interests in monitored security and other
investments. Westar Energy provides electric service to about
647,000 customers in the state. Westar Energy has nearly 6,000
megawatts of electric generation capacity and operates and
coordinates more than 36,600 miles of electric distribution and
transmission lines. The company has total assets of
approximately $6.4 billion, including security company holdings
through ownership of Protection One, Inc. (NYSE: POI) and
Protection One Europe, which have approximately 1.1 million
security customers. Through its ownership in ONEOK, Inc. (NYSE:
OKE), a Tulsa, Okla.- based natural gas company, Westar Energy
has a 27.4 percent interest in one of the largest natural gas
distribution companies in the nation, serving more than 1.4
million customers.

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

                         *     *     *

As reported in Troubled Company Reporter's April 2, 2003
edition, Standard & Poor's Ratings Services said that its
ratings on Westar Energy Inc. (BB+/Developing/--) and subsidiary
Kansas Gas & Electric Co. (BB+/Developing/--) would not be
affected by the company's announcement of an annual loss of
$793.4 million in 2002. The bulk of this charge had already been
recorded in the first quarter of 2002 and relates to valuation
adjustments for the impairment of goodwill and other intangible
assets associated with 88%-owned Protection One Alarm Monitoring
Inc., Westar Energy's monitored security business.

The credit outlook is developing, indicating that ratings may be
raised, lowered, or affirmed. Upward ratings potential is solely
related to the Kansas Corporation Commission's approval of
Westar Energy's plan to reduce its onerous debt burden and
become a pure-play utility, as well as successful implementation
of Westar Energy's proposed transactions. Downside ratings
momentum recognizes the company's frail financial condition
coupled with execution risk of the plan, including possible KCC
rejection of the plan.


WILLIAMS COMPANIES: Names Donald Chappel as Chief Fin'l Officer
---------------------------------------------------------------
Williams (NYSE: WMB) named Donald R. Chappel as senior vice
president and chief financial officer.

"Don Chappel brings considerable, relevant experience to
Williams as we continue to strengthen our finances and refine
our focus on integrated natural gas businesses," said Steve
Malcolm, chairman, president and chief executive officer.  "Don
has a well-earned reputation for his ability to step into
difficult situations and contribute to restoring credit,
investor confidence and shareholder value.  I'm confident that
he will play an important role in Williams' future."

Chappel, 51, most recently founded and served as chief executive
officer of a development business in Chicago.

His previous experience includes serving twice in the late 1990s
as chief financial officer of Waste Management, Inc. during
periods before and after its 1998 merger with USA Waste
Services.  On those occasions, a board-led management team
comprised of a former Securities and Exchange Commission
chairman, a fund manager/shareholder activist, and a financial-
turnaround specialist recruited Chappel as chief financial
officer.  In that role, Chappel is credited with successfully
leading the company's financial-recovery efforts and building a
solid foundation for the future.

"Bringing in someone who's played an instrumental role in
rebuilding credibility with the financial community is a clear
advantage for Williams," Malcolm said.  "Don knows what it's
like to be a part of the solution. For Williams, our solution is
all about rebuilding our financial strength and refocusing our
company.  We are well on our way to achieving those goals.  Don
increases our momentum with his hands-on experience leading
successful transformations."

In addition to his financial leadership, Chappel's experience at
Waste Management encompassed comprehensive business-process re-
engineering, related information-technology transformation and
implementation of a shareholder-value-based financial management
system.

"Williams' management already has made major strides in the
process of rebuilding the company," Chappel said.  "It's a
credit to the strength of the leadership team and the board that
they have moved this company into a position where there is
growing evidence, and confidence in many quarters, of Williams'
ability to survive and succeed.  I'm ready to dive into this
position and contribute to the company's continued execution of
what is a very appropriate business and financial strategy."

Chappel joined Waste Management in 1987 as vice president and
controller of a newly formed operating subsidiary.  From there
he served in a number of financial positions of increasing
responsibility in operating subsidiaries, leading to his
appointment as chief financial officer by the company's board of
directors.

During the period between his two tours as chief financial
officer, he served as senior vice president of operations and
administration, a role in which Chappel led operations targeted
for divestiture and successfully divested those operations.

Prior to Waste Management, Chappel served in financial
leadership roles at Beatrice Companies and a major public
accounting firm.  He earned his bachelor's degree in accounting
from the University of Illinois in Chicago. He is a certified
public accountant.

Chappel succeeds Jack McCarthy, who retired at year-end 2002
after 10 years as chief financial officer.  Gary Belitz, who had
served as acting chief financial officer since the beginning of
this year, will continue to serve as the company's controller
and chief accounting officer, his role at Williams for the last
10 years.

Williams, through its subsidiaries, primarily finds, produces,
gathers, processes and transports natural gas.  Williams' gas
wells, pipelines and midstream facilities are concentrated in
the Northwest, Rocky Mountains, Gulf Coast and Eastern Seaboard.
More information is available at http://www.williams.com


WILSONS LEATHER: Lender Group Waives Defaults Under Credit Pact
---------------------------------------------------------------
Wilsons The Leather Experts Inc., (Nasdaq:WLSN) has entered into
an agreement to amend its $180 million revolving credit
facility. The line, which is provided by GE Capital, CIT, Wells
Fargo, LaSalle and US Bank, is effective until June 2005. The
amended agreement waives defaults under previous ratio covenants
and contains covenant changes, an increase in advance rates and
an advance on an anticipated fourth quarter income tax refund.

Commenting on the amended agreement, Joel Waller, Chief
Executive Officer said, "Our amended agreement fulfills our
anticipated working capital requirements. As a seasonal
business, our relationship with our commercial banking group is
very important to us. We are pleased with our amended agreement
and the flexibility that it provides us."

Wilsons Leather is the leading specialty retailer of leather
outerwear, apparel and accessories in the United States. As of
April 5, 2003, Wilsons Leather operated 614 stores located in 45
states, the District of Columbia and Canada including 478 mall
stores, 112 outlet stores and 24 airport stores. The Company,
which regularly supplements its permanent mall stores with
seasonal stores during its peak selling season from October
through January, operated approximately 285 seasonal stores in
2002.


WINSTAR COMMS: Chapter 7 Trustee Hires Ciardi as Special Counsel
----------------------------------------------------------------
Winstar Communications, Inc.'s Chapter 7 Trustee seeks the
Court's authority to employ Ciardi, Maschmeyer & Karalis, P.C.
as Special Counsel nunc pro tunc to March 17, 2003, to assist in
reviewing and prosecuting alleged preference claims that fall
within certain limits established by the Trustee.

Specifically, Ciardi will:

    A. investigate preferences due from certain entities;

    B. recover preferences; and

    C. provide any other assistance that may be necessary and
       proper in these proceedings.

Sheldon K. Rennie, Esq., at Fox Rothschild O'Brien & Frankel
LLP, in Wilmington, Delaware, informs the Court that Ciardi has
extensive experience and knowledge in the field of preference
actions.  Compensation will be payable to Ciardi on a one-third
contingency basis for all recovered preferences, plus
reimbursement of actual, necessary expenses and other charges
incurred by Ciardi.

Paul B. Maschmeyer, a partner of the firm, assures Judge King
that Ciardi has not represented and has no connection with the
Debtors, its creditors, equity security holders or any other
parties-in-interest or their attorneys or accountants, the
United States Trustee or any person employed in the Office of
the United States Trustee in any matter relating to the Debtors
or their estate.

Mr. Maschmeyer asserts that Ciardi does not hold or represent
any interest adverse to the Debtors' estate, and is a
"disinterested person" as that phrase is defined in Section
101(14) of the Bankruptcy Code. (Winstar Bankruptcy News, Issue
No. 41; Bankruptcy Creditors' Service, Inc., 609/392-0900)


WOMEN FIRST: Inks Debt Restructuring Agreement with Noteholders
---------------------------------------------------------------
Women First HealthCare, Inc. (NASDAQ: WFHC), a specialty
pharmaceutical company, has signed a binding term sheet with the
holders of its $28.0 million principal amount of senior secured
notes to waive defaults at December 31, 2002 and March 31, 2003,
and to restructure the terms of both the senior secured notes
and the convertible redeemable preferred stock issued to finance
the Company's acquisition of Vaniqa(R) Cream. In addition to the
waivers, the term sheet provides for the following:

     -- The financial covenants governing the senior secured
notes will be revised to include only requirements for minimum
cash revenue, maximum cash expenditures and minimum cash
balances through December 31, 2004, after which time covenants
will revert to more typical financial covenants.

     -- In addition to the Vaniqa(R) Cream assets that the
Company has already pledged to secure its performance under the
senior secured notes, the Company will grant the note holders a
security interest in all of its other assets, other than the
Company's rights to Esclim(TM) and Midrin(R) products.

     -- The Company will grant warrants to the note holders to
purchase 2.0 million shares of common stock at an average market
price to be determined based on closing market prices leading up
to the public announcement of the parties' entering into the
term sheet and simultaneously cancel the existing warrants to
purchase 1.7 million shares of the Company's common stock at
$5.50 per share currently held by the note holders.

     -- The Company will apply an agreed-upon portion of the
proceeds from any asset sales and the license or sale of its
international rights to Vaniqa(R) Cream to offer to repay the
convertible preferred stock and the senior secured notes at
stated optional redemption premiums.

     -- The Company will modify the terms of the convertible
redeemable preferred stock to reduce the optional redemption
premium from 300% to 108% of accreted stated value through
November 30, 2003, at which time the redemption premium would
increase based on a formula that takes into account the number
of shares redeemed before November 30, 2003.

     -- As a condition to the restructuring, the Company will be
required to have at least $2.5 million of additional capital,
and its President and Chief Executive Officer, Edward F. Calesa,
has committed to provide $1.0 million of this amount.

Commenting on the agreement, Mr. Calesa said, "We are pleased to
announce our agreement in principle with our note holders to
remove the serious threat that has been over us. This
restructuring will give us more time to execute our business
plan. Our lenders worked closely with us on the restructuring,
and we are grateful for their continued support. I believe in
this plan as evidenced by my commitment to provide additional
capital. Resolution of this issue has been our number one
priority and one of six strategies mentioned in our last
conference call. We hope to move quickly to complete the
restructuring so that we can return our attention to running the
business."

Women First HealthCare, Inc., (Nasdaq: WFHC) is a San Diego-
based specialty pharmaceutical company. Founded in 1996, its
mission is to help midlife women make informed choices regarding
their health care and to provide pharmaceutical products -- the
Company's primary emphasis -- and lifestyle products to meet
their needs. Women First HealthCare is specifically targeted to
women age 40+ and their clinicians. Further information about
Women First HealthCare can be found online at
http://www.womenfirst.com

Vaniqa(R) is indicated for the reduction of unwanted facial hair
in women. Vaniqa has been shown to retard the rate of hair
growth in non-clinical and clinical studies. Vaniqa has only
been studied on the face and adjacent involved areas under the
chin of affected individuals. Usage should be limited to these
areas of involvement. In controlled trials, Vaniqa provided
clinically meaningful and statistically significant improvement
in the reduction of facial hair growth around the lips and under
the chin for nearly 60% of women using Vaniqa. Vaniqa is not a
hair remover but complements other current methods of hair
removal such as electrolysis, shaving, depilatories, waxing, and
tweezing. The patient should continue to use hair removal
techniques as needed in conjunction with Vaniqa. Improvement in
the condition may be noticed within four to eight weeks of
starting therapy. Continued treatment may result in further
improvement and is necessary to maintain beneficial effects. The
condition may return to pre-treatment levels within eight weeks
following discontinuation of treatment. The most frequent
adverse events related to treatment with Vaniqa were skin-
related adverse events.


WORLD DIAGNOSTICS: Assets Sold in Foreclosure Sale
--------------------------------------------------
World Diagnostics, Inc. (Pink Sheets:WDGI) --
http://www.worlddiagnostics.com-- a pioneering global provider
of medical diagnostic tests and specialized laboratory products
for the international marketplace, said its assets were sold in
a foreclosure sale arising out of a sustained default on its
senior secured debt.

On January 22, 2003, WDGI announced that it must find a
financial source to continue its operations, and was seeking a
buyer, strategic partner and/or investor, and that if WDGI was
unable to accomplish that in the immediate near term, it would
have no alternative but to liquidate its assets, as it was
unable to service mounting debt and cure its defaults. No such
buyer, strategic partner and/or investor were found.

The senior secured creditor liquidated the assets of the company
on March 31, 2003, pursuant to demand notices provided to the
Company. The liquidation was open to all potential buyers and
was advertised as such. The independent directors of WDGI,
partially in reliance on a report to the independent directors
from legal counsel and from an independent auditing firm, made
the determination to accept the credit bid from the senior
secured creditors, as there were no competitively matching bids.

The WDGI board of directors now must determine whether it will
dissolve the corporation or turn control over to another party
that may want to continue its existence. The determination
whether or not to dissolve the corporation will most likely be
made within the next 30 days, according to Barry Peters,
Chairman of WDGI.


WORLDCOM INC: Detailed Review of Proposed Chapter 11 Plan
---------------------------------------------------------
WorldCom and its debtor-affiliated delivered their Joint Plan of
Reorganization to the U.S. Bankruptcy Court for the Southern
District of New York yesterday, together with a Disclosure
Statement explaining the details and assumptions underpinning
the Plan.

The Plan proposes to:

    (1) wipe-out all existing equity interests in the Debtors;

    (2) issue New Notes for 80% of what's owed to MCI Senior
        Debt Holders;

    (3) swap New Notes for 93.5% of what's owed to Intermedia
        Senior Debt Holders or new common stock -- each
        claimholder gets to choose what they want -- for all
        Intermedia Senior Debt Claims;

    (4) swap new notes or new common stock -- each claimholder
        gets to choose what they want -- for all WorldCom Senior
        Debt Claims;

    (5) compromise all general unsecured claims by paying a
        portion of the claim in cash and delivering New Common
        Stock to pay another fraction of the claim; and

    (6) pay all administrative, priority, and secured creditors'
        claims in full;

The value of WorldCom's assets, after making appropriate fresh-
start accounting adjustments, will approximate $20 billion.  The
Plan will reduce WorldCom's balance sheet liabilities from $42.5
billion to $12.3 billion.  The Reorganized Debtor will issue
$5.5 billion of New Notes under the Plan.

The New Common Stock to be issued to creditors will derive its
value in large measure from WorldCom's projected profits:

                    WorldCom and its Subsidiaries
                  Projected Statements of Operations
                            (in Millions)

                                  2003        2004       2005
                                  ----        ----       ----
      Total Revenue             $24,673     $25,761    $27,809
      Gross Profit               11,110      12,085     13,580
      EBITDA                      2,837       4,143      5,391
      EBIT                        1,333       2,471      3,643
      EBT                           403       2,074      3,283
      Net Income                    497       1,355      2,072

WorldCom says its management and financial advisors conducted an
extensive review and evaluation of the constituent parts of its
business in the context of formulating a long-range business
plan and, eventually, a plan of reorganization.  On March 11,
2003, the Debtors presented their business plan to the
Committee. The business plan incorporates, among other things,
certain strategic and business initiatives. These projections,
accordingly, are premised upon certain assumptions including,
but not limited to, (a) the Debtors are able to emerge from
Chapter 11 no later than December 31, 2003, (b) the present
senior management of the Debtors continues during the pendency
of the bankruptcy cases and following consummation of a Plan,
and (c) there are no additional events which have a material
adverse impact on the current general level of support from
customers with respect to conducting business with the Debtors.
Management believes that in the event that the Debtors are
unable to emerge from chapter 11 during 2003, it is unlikely
that the Debtors would attain these projections.

The Debtors disclose these key assumptions impacting projected
revenues and expenses:

      1. Revenues.  Consolidated revenues are forecast to
         decline by 14% to $24.7 billion in 2003 and increase
         by 4% to $25.8 billion in 2004 and 8% to $27.8
         billion in 2005.  Major revenue categories consist
         of Business Markets, Mass Markets, and International.

         * Business markets revenues are expected to decline
           18% in 2003 due to the negative impact of the
           bankruptcy on new sales in the first half and
           continued pricing pressure. The Projections assume
           a significant increase in new sales for Business
           Markets in the second half of 2003, with sales
           productivity strengthening throughout the
           projection period and growth in data and Internet
           services offsetting declining voice revenues.
           As a result, Business Markets revenues are
           projected to increase 7% in 2004 and 10% in 2005.

         * Mass markets revenues are expected to decline 10%
           in 2003 and remain relatively constant thereafter,
           with a 1% decline in 2004 and a 2% increase in 2005.
           Declines in stand-alone long distance products
           caused by continued pricing pressure, wireless
           substitution and other factors are offset by growth
           in the "The Neighborhood, built by MCI" bundled
           local and long distance product. Revenues are also
           driven by an increased focus on the small business
           market.

         * International revenues are expected to decline 5%
           in 2003 and increase 10% in 2004 and 12% in 2005.
           While the Projections assume continued competitive
           pressure and price erosion in traditional voice
           services, a greater focus on higher-value customers
           and services with respect to data and IP products is
           expected to drive revenue growth.

      2. Line Costs.  Line costs include telco costs, which
         consist of third-party network usage, and other costs
         of goods sold. Line costs are projected to decrease as
         a percent of consolidated revenue from 55% in 2003 to
         53% in 2004 and 51% in 2005.

      3. Gross Margin.  Gross margin is projected to grow from
         45% in 2003 to 47% in 2004 and to 49% in 2005. Gross
         margin expansion is driven by network optimization
         savings, product mix changes in revenue, and
         restructuring-related savings of $2.3 billion
         through 2005, with the bulk of this amount achieved
         in 2003.

     4. Selling, General and Administrative Expenses.  SG&A
        includes employee salaries and benefits, real estate,
        bad debt, and other expenses. SG&A expense is forecast
        to decline from 34% of consolidated revenues in 2003
        to 31% in 2004 and 29% in 2005. This improvement is
        driven primarily by reductions in headcount and
        facilities expense associated with ongoing restructuring
        activities.

     5. Depreciation and Amortization. Book depreciation is
        forecast based on estimates of useful life of the
        Company's PP&E and intangibles and takes into account
        a substantial write-down of the carrying value of such
        assets. Depreciation related to PPE added during the
        projection period is forecast assuming a 10-year useful
        life.

     6. Digex projects losses of $55 million in 2003 and $24
        million in 2004 and net income of $14 million in 2005.

     7. Interest Expense.  Interest expense reflects interest
        imputed on capital leases and the $5.5 billion of New
        Notes issued pursuant to the Plan. These amounts are
        offset by estimated interest income equal to 1.5% of
        the projected cash balance at the beginning of each
        period, which continues through 2005.

     8. Restructuring Costs.  Restructuring costs of $764
        million in 2003 consist of $83 million of professional
        fees, $194 million of cash payments associated with
        restructuring items, $351 million of non-cash charges
        related to contract rejections, $86 million of
        severance payments, $80 million of non-cash charges
        related to PP&E writedowns associated with lease
        rejections, less $30 million of interest income prior
        to emergence.  No additional restructuring costs are
        forecast for 2004 and 2005 due to the Company's assumed
        emergence from bankruptcy in late 2003.

     9. Income Taxes.  The Projections assume no income tax
        expense in 2003 due to the usage of net operating loss
        ("NOL") carryforwards.  After 2003, the Projections
        assume that NOLs are eliminated as a result of the
        discharge of indebtedness pursuant to the Plan and that
        income is taxed at an effective rate of 37.5%.

             Classification & Treatment of Claims

The Plan groups creditors into 15 classes and the Disclosure
Statement outlines their treatment and projected recoveries:

        Type of Claim                               Estimated
Class  or Interest       Treatment                  Recovery
-----  --------------    ---------                 ---------
  N/A   Administrative    Payment in full, in Cash,     100%
        Expense Claims    or in accordance with the
                          terms and conditions of
                          transactions or agreements
                          relating to obligations
                          incurred in the ordinary
                          course of business during
                          the pendency of the Chapter
                          11 Cases or assumed by the
                          Debtors in Possession.

  N/A   Priority Tax      At the Debtors' option        100%
                          either (i) paid in full,
                          in Cash, (ii) paid over a
                          six-year period from the
                          date of assessment as
                          provided in section
                          1129(a)(9)(C) of the
                          Bankruptcy Code with 6%
                          interest, or (iii) on other
                          terms as otherwise
                          established by the
                          Bankruptcy Court.


   1    Other Priority    Payment in full, in Cash.     100%
        Claims

   2    Secured Tax       At the Debtors' option,       100%
        Claims            either (i) paid in full,
                          in Cash, plus interest
                          required to be paid
                          pursuant to section 506(b)
                          of the Bankruptcy Code, or
                          (ii) paid over a six-year
                          period from the date of
                          assessment with 6% interest
                          or as otherwise established
                          by the Bankruptcy Court.

   3    Other Secured     At the Debtors' option either 100%
        Claims            (i) reinstated by curing all
                          outstanding defaults, with
                          all legal, equitable and
                          contractual rights remaining
                          unaltered, (ii) paid in full,
                          in Cash, plus interest
                          required to be paid pursuant
                          to section 506(b) of the
                          Bankruptcy Code, or (iii)
                          fully and completely
                          satisfied by delivery or
                          retention of the Collateral
                          securing the Other Secured
                          Claims and payment of interest
                          required to be paid pursuant
                          to section 506(b) of the
                          Bankruptcy Code.

4      Convenience       Cash in an amount equal to     40%
        Claims (for       the lesser of (i) .40
        unsecured claims  multiplied by the Allowed
        less than $40,000 amount of the Convenience
        or voluntarily    Claim or (ii) $16,000,
        reduced to        in full and complete
        $40,000)          satisfaction of the
                          Allowed Claim.

5      WorldCom Senior   Distribution, at the option    35.9%
        Debt Claims       of the holder, of (i) 14.36
                          shares of New Common Stock
                          for each $1,000 of such
                          holder's Allowed WorldCom
                          Senior Debt Claim or (ii)
                          New Notes in a principal
                          amount equal to .359
                          multiplied by the Allowed
                          amount of such WorldCom
                          Senior Debt Claim, subject
                          to Undersubscription and
                          Oversubscription.


   6    WorldCom General  Distribution of (i) 7.20       35.9%
        Unsecured Claims  shares of New Common Stock
                          for each $1,000 of such
                          holder's Allowed WorldCom
                          General Unsecured Claim and
                          (ii) Cash in a principal
                          amount equal to .179
                          multiplied by the Allowed
                          amount of such WorldCom
                          General Unsecured Claim.

   7    WorldCom          No distribution.                0.0%
        Subordinated
        Claims

   8    WorldCom          No distribution.                ---
        Equity
        Interests

   9    MCIC Senior       Distribution of New Notes      80.0%
        Debt Claims       in a principal amount equal
                          to .80 multiplied by the
                          principal amount of such
                          holder's MCIC Senior Debt
                          Claim.

  10    MCIC              No distribution.                0.0%
        Subordinated
        Debt Claims

  11    Intermedia        Distribution, at the           93.5%
        Senior Debt       option of the holder, of
        Claims            (i) 37.4 shares of New
                          Common Stock for each
                          $1,000 of such holder's
                          Allowed Intermedia Senior
                          Debt Claim or (ii) New
                          WorldCom Notes in a
                          principal amount equal
                          to .935 multiplied by
                          the Allowed amount of
                          such Intermedia Senior
                          Debt Claim, subject to
                          Undersubscription and
                          Oversubscription.

  12    Intermedia        Distribution of (i)            83.2%
        General           16.64 shares of New
        Unsecured         Common Stock for each
        Claims            $1,000 of such holder's
                          Allowed Intermedia General
                          Unsecured Claim and (ii)
                          Cash in an amount equal
                          to .416 multiplied by
                          the Allowed amount of
                          such Intermedia General
                          Unsecured Claim.

  13    Intermedia        Distribution, at the           46.4%
        Subordinated      option of the holder, of
        Debt Claims       (i) 18.56 shares of New
                          Common Stock for each
                          $1,000 of such holder's
                          Allowed Intermedia
                          Subordinated Debt Claim
                          or (ii) New WorldCom Notes
                          in a principal amount
                          equal to .464 multiplied
                          by the Allowed amount of
                          such Intermedia
                          Subordinated Debt Claim,
                          subject to
                          Undersubscription and
                          Oversubscription.

  14    Intermedia        No distribution.               ---
        Preferred Stock

  15    Intermedia        No distribution.               ---


                          Exit Financing

WorldCom explains that when it emerges from chapter 11, the
Reorganized Debtors will obtain a senior secured revolving
credit facility in an amount of $1.0 billion (including a $500
million sub-limit for letters of credit) in order to obtain
funds needed to (i) repay amounts outstanding under the DIP
Facility (if any) and outstanding letters of credit, (ii) make
payments due under the Plan on the Effective Date and (iii)
provide on-going working capital financing.  In addition, the
Debtors also may obtain a term loan facility in an amount, not
to exceed $1.0 billion, equal to the difference between $5.5
billion and the aggregate amount of New Notes to be distributed
under the Plan, provided, however, that in the event of
Oversubscription or distribution of New Notes in the aggregate
amount of $5.5 billion, the Debtors will not proceed with a term
loan facility.

               Reorganization Beats Liquidation

Worldcom believes that (i) through the Plan, holders of Allowed
Claims will obtain a recovery from the estates of the Debtors
than the recovery that is at least equal to, and likely greater
than, the recovery they would receive if the assets of the
Debtors were liquidated under chapter 7 of the Bankruptcy Code,
and (ii) the Plan will afford WorldCom the opportunity and
ability to continue in business as a viable going concern and
preserve ongoing employment for the Debtors' employees.

In a liquidation scenario, the Debtors believe the WorldCom
Debtors would melt-down to a $5.3 billion pile of cash and
liquidation of the Intermedia Debtors' assets would add $139
million to that pot.  Chapter 7 administrative expenses and
wind-down costs would consume $1.3 billion.  The wind-down costs
are high, WorldCom explains, because the company assumes the
Federal Communications Corporation would require the Debtors to
continue to provide service to its existing customer base for at
least 90 days in order to allow customers to transition to
alternative providers.  Chapter 11 Administrative Expenses,
priority claims, and tax claims would be paid less than 75
cents-on-the-dollar, leaving nothing for prepetition unsecured
creditors.

                       The Great Compromise

The Plan, WorldCom says, is the result of discussions among the
Debtors, the Committee, the Ad Hoc Committee of WorldCom Senior
Debtholders and the Matlin Group, the Ad Hoc Committee of MCIC
Senior Debtholders and the Ad Hoc Committee of Intermedia Senior
Debtholders.

The Plan incorporates compromises and settlements of three key
issues in these chapter 11 cases:

      (1) whether the estates of each of the Debtors should be
          treated separately for purposes of making payments to
          holders of Claims or whether they should be treated as
          one;

      (2) the recharacterization of or voidability of the
          Intermedia Intercompany Note and related intercompany
          transfers as fraudulent transfers or preferences under
          section 547 of the Bankruptcy Code; and

      (3) the enforceability of certain intercompany claims.

The Debtors and each of the Ad Hoc Committees have differing
views of the ultimate result of litigation over these issues in
the event the Plan is not confirmed and such claims are pursued
to judgment. Resolution of these issues is crucial to any
reorganization of the Debtors and, if not resolved through
compromise and settlement may result in substantial delay and
expense pending their judicial determination.

The Plan substantively consolidates the estates of the WorldCom
Debtors and the Intermedia Debtors, respectively. The Plan also
represents a compromise and settlement of issues regarding
substantive consolidation raised by the Ad Hoc Committee of MCIC
Senior Notes Holders and makes special provision in the
treatment of the MCIC Senior Debt Claims to take into account
the reliance of the holders of such Claims in extending credit
to MCIC prior to its merger with WorldCom. In addition, the Plan
embodies a compromise and settlement of certain issues in
respect of recharacterization of the Intermedia Intercompany
Note, the Intermedia Fraudulent Transfer Claim, and the
Intermedia Preference Claim, which compromise and settlement
affects the recovery of creditors of the Intermedia Debtors.

The Debtors, the Committee, and the Ad Hoc Committees believe
the compromises embodied in the Plan are within the range of
likely results in the event each issue was pursued to judgment.
The Debtors also believe that the compromises and settlements
adequately address the probability of success in litigation, the
complexity, expense and likely duration of litigation, and are
fair and equitable to the Debtors, their creditors and other
parties in interest and, thus, satisfy the requirements of Rule
9019 of the Federal Rules of Bankruptcy Procedure and the
standards enunciated in Protective Comm. for Indep. Stockholders
of TMT Trailer Ferry, Inc. v. Anderson, 390 U.S. 414, 424
(1968).

      1. Substantive Consolidation

         Substantive consolidation is an equitable remedy that a
bankruptcy court may be asked to apply in chapter 11 cases of
affiliated debtors. Substantive consolidation involves the
pooling of the assets and liabilities of the affected debtors.
All of the debtors in the substantively consolidated group are
treated as if they were a single corporate and economic entity.
Consequently, a creditor of one of the substantively WorldCom
Debtors is treated as a creditor of the substantively
consolidated group of debtors, and issues of individual
corporate ownership of property and individual corporate
liability on obligations are ignored.

         Substantive consolidation of two or more debtors'
estates generally results in (i) the deemed consolidation of the
assets and liabilities of the debtors; (ii) the deemed
elimination of intercompany claims, subsidiary equity or
ownership interests, multiple and duplicative creditor claims,
joint and several liability claims and guarantees; and (iii) the
payment of allowed claims from a common fund.

         It is well established that section 105(a) of the
Bankruptcy Code empowers a bankruptcy court to authorize
substantive  consolidation.

         The United States Court of Appeals for the Second
Circuit, the circuit in which the Chapter 11 Cases are pending,
has articulated a test for evaluating a request for substantive
consolidation. See United Sav. Bank v. Augie/Restivo Baking Co.
(In re Augie/Restivo Baking Co.), 860 F.2d 515 (2d Cir. 1988).
The test, as formulated by the Second Circuit, considers "(i)
whether creditors dealt with the entities as a single economic
unit and did not rely on their separate identity in extending
credit . . . or (ii) whether the affairs of the debtor are so
entangled that consolidation will benefit all creditors." If
either factor is satisfied, substantive consolidation is
appropriate. In respect of the second factor, entanglement of
debtors "can justify substantive consolidation only where 'the
time and expense necessary even to attempt to unscramble [the
commingled affairs is] so substantial as to threaten the
realization of any net assets for all the creditors,' . . . or
where no accurate identification and allocation of assets is
possible. In such circumstances, all creditors are better off
with substantive consolidation."

           a. The Substantive Consolidation of the WorldCom
              Debtors and Intermedia Debtors, Respectively

              The Plan provides for the substantive
consolidation of the WorldCom Debtors and the Intermedia
Debtors, respectively.  In these Chapter 11 Cases, there are
compelling reasons to substantively consolidate the WorldCom
Debtors. The Debtors, both before and since the Commencement
Date, operate their businesses as an integrated enterprise.
Although the Debtors and their affiliates operate different
business lines, these operations and their financial results are
not accounted for on a legal entity basis.  During the period
prior to the Commencement Date, the individual Debtors, other
than the Intermedia Debtors, did not maintain independent books
and records and the affairs of such Debtors are irreparably
entangled. During the Chapter 11 Cases, the Debtors took steps
to determine if they could create separate and accurate balance
sheets for each Debtor.  The Debtors agreed that the Committee
retain FTI Consulting, Inc. as forensic accountants to review
intercompany issues and, in this manner, allowed creditors to
take the lead role in addressing intercompany accounting
concerns. Utilizing the reports created and information gathered
by FTI and based upon the Debtors' own analysis of the books and
records maintained prior to the chapter 11 filings, the Debtors
have determined that they cannot create accurate financial
statements on an unconsolidated basis for the WorldCom Debtors.
The inability to reconcile intercompany accounts is, among other
reasons, central to the Debtors' inability to create accurate
consolidating financial reports for the WorldCom Debtors. Though
the WorldCom Debtors are able to account for a majority of
intercompany transfers, the WorldCom Debtors cannot decipher
many intercompany accounts payable and receivables in a
sufficient manner to state each WorldCom Debtor's financial
information with accuracy. For example, while the WorldCom
Debtors' books and records reflect aggregate intercompany
payables and aggregate intercompany receivables of approximately
$1.0 trillion, the Debtors cannot accurately account for such
intercompany accounts on a separate entity basis and over $380
billion of such intercompany accounts do not have sufficient
detail to determine what entity is the counterparty to the entry
reflected in the books and records. Further, the accounting
system which gathers data from WorldCom's disparate systems is
out of balance by approximately $233 million.  Given that it
appears to be impossible to disentangle the Debtors' complex
intercompany payables and receivables with any degree of
accuracy, the Debtors believe substantive consolidation is
necessary and appropriate. Despite these entangled relationships
among the Debtors, substantive consolidation of the WorldCom
Debtors independently from the Intermedia Debtors is
appropriate. Following WorldCom's acquisition of the Intermedia
Debtors less than one year prior to the Commencement Date, the
Intermedia Debtors continued to prepare financial statements,
annual reports and other documents filed with the SEC on a
consolidated basis and, to a certain extent, were capable of
generating financial information for dissemination to the public
on a consolidated basis separate and apart from the WorldCom
Debtors. In addition, because the acquisition of Intermedia took
place only nine months prior to the Commencement Date, as of the
Commencement Date, the operations of Intermedia had not been
fully integrated with the WorldCom Debtors. Accordingly, the
factors supporting substantive consolidation are satisfied as to
each of the Intermedia Debtors, but separately from the WorldCom
Debtors. The applicable facts demonstrate a substantial identity
and an extensive and inseparable interrelationship and
entanglement among the WorldCom Debtors and the Intermedia
Debtors, respectively.

           b. Compromise and Settlement of Certain
              Substantive Consolidation Issues

              The Debtors and certain creditors, including the
Ad Hoc Committee of WorldCom Senior Notes Holders and the Matlin
Group, contend that the WorldCom Debtors should be substantively
consolidated. Certain creditors, including the Ad Hoc Committee
of MCIC Senior Notes Holders, have contended that the WorldCom
Debtors should not be substantively consolidated. The Plan
embodies a compromise and settlement of the issues relating to
substantive consolidation raised by the Ad Hoc Committee of MCIC
Senior Notes Holders.

              In support of their position, the Ad Hoc Committee
of MCIC Senior Notes Holders allege as follows:

                   * holders of MCIC Senior Debt Claims relied
                     on the credit of one Debtor-entity, MCIC,
                     in extending credit to MCIC prior to its
                     merger with WorldCom, Inc.,

                   * such holders did not deal with the Debtors
                     as a single economic unit,

                   * such holders would be severely prejudiced
                     by substantive consolidation,

                   * the Debtors have maintained sufficient
                     financial information for each Debtor
                     such that open issues with respect to
                     intercompany claims and transactions
                     can be resolved over a period of time, and

                   * certain of the intercompany claims which
                     have been identified (and which, if
                     enforced, would reduce such holders'
                     recovery) cannot be sufficiently supported
                     to be enforced or should be subordinated.

The Debtors dispute each of these allegations.

              However, the Debtors believe that litigation of
the substantive consolidation issues raised by the Ad Hoc
Committee of MCIC Senior Notes Holders would be complex and
protracted and that during the time it would take to pursue the
litigation to judgment, a reconciliation of open intercompany
accounting issues would still not be achieved. In addition, the
delay and expense resulting from such litigation is likely to
reduce the recoveries to all creditors, even if certain issues
were not resolved as proposed in the Plan. The Debtors believe
that there would be significant damage to their business as a
result of an extended litigation regarding these issues.
In light of the foregoing, the Debtors, the Committee and the Ad
Hoc Committees have agreed to a compromise and settlement under
which the treatment of MCIC Senior Debt Claims under the Plan
will be relatively better than other Claims against the WorldCom
Debtors. As a component of such compromise and settlement, the
distribution afforded holders of MCIC Senior Debt Claims shall
be calculated only on the principal amount of such Claims.

              The Debtors believe that the position of the
holders of MCIC Senior Debt Claims is distinct from holders of
General Unsecured Claims against MCI and its subsidiaries on the
basis of reliance. General unsecured creditors of MCI extended
credit after the WorldCom/MCI merger and generally did not rely
on the credit of any particular entity. Rather, they did
business with and relied upon the credit of the consolidated
enterprise. In fact, over 8,500 proofs of claim asserting Claims
in excess of $250 billion have been filed against multiple
WorldCom Debtors, not including claims filed by the Banks
against multiple Debtors. During the Chapter 11 Cases, the
Debtors responded to numerous information and document requests
from financial advisors and legal counsel for various creditor
constituencies with respect to the companies' books and records,
intercompany accounts, capital structure, conduct of business
and numerous other matters relating to the viability of a
substantive consolidation remedy. In reaching their assessment
of substantive consolidation and the compromise and settlement
set forth in the Plan, the Debtors reviewed all such information
and also examined all of the information generated by Houlihan,
Lokey, Howard and Zukin and FTI, both financial advisors to the
Committee.

      2. Settlement of Disputes Concerning Intermedia
         Intercompany Note and Related Intercompany issues

         The Plan incorporates a compromise and settlement of
the Intermedia Fraudulent Transfer Claim and Intermedia
Preference Claim among the WorldCom Debtors, the Ad Hoc
Committee of Intermedia Notes Holders, and the Intermedia
Debtors. The settlement also addresses the issue of
recharacterization of the Intermedia Intercompany Note and
related intercreditor issues raised by holders of the WorldCom
Senior Debt Claims and holders of the Intermedia Senior Debt
Claims and the Intermedia Subordinated Debt Claims.

         Under the terms of the compromise and settlement,
holders of Intermedia Senior Debt Claims, Intermedia General
Unsecured Claims, and Intermedia Subordinated Debt Claims will
receive estimated recoveries of 93.5%, 83.2%, and 46.4%,
respectively.

         Pursuant to the Plan, holders of Intermedia Preferred
Stock Interests and Intermedia Equity Interests will not receive
any distribution on account of such interests.

         The rationale behind this compromise and settlement
consists of an assessment by the Debtors, the Committee, and the
Ad Hoc Committees of their ability to prevail on the Intermedia
Fraudulent Transfer Claim, the Intermedia Preference Claim,
and other claims relating to the enforceability and
recharacterization of the Intermedia Intercompany Note. The
Debtors believe that unless these controversies are resolved,
the prospect of confirming a chapter 11 plan will be diminished,
with the effect that protracted litigation would delay any
reorganization alternative and potentially adversely affect
asset values.

         The Debtors and the Ad Hoc Committee of WorldCom Senior
Notes Holders have asserted that the Intermedia Intercompany
Note may be voidable as a fraudulent transfer. Generally, a
transfer (including the incurrence of an obligation) may be
avoided as a fraudulent transfer where a debtor did not receive
reasonably equivalent value in exchange for such transfer and
the debtor was insolvent or rendered insolvent at the time the
transfer was made. The Debtors and the Ad Hoc Committee of
WorldCom Senior Notes Holders assert that WorldCom, Inc. was
insolvent at the time of the issuance of the Intermedia
Intercompany Note and did not receive fair consideration in
return for its obligations thereunder. The Ad Hoc Committee of
Intermedia Notes Holders disagrees with this assertion and
contends that there was no fraudulent transfer because any
benefit received by Intermedia inured to the benefit of
WorldCom, Inc., as the parent company of Intermedia, in the form
of enhanced financial strength of the subsidiary and increased
equity value in the subsidiary. The Debtors and the Ad Hoc
Committee of WorldCom Senior Notes Holders believe that
Intermedia, in fact, was insolvent at the time of the transfer
and, thus, no fair consideration was received. In addition, the
Debtors have asserted that the Intermedia Intercompany Note may
be recharacterized as an equity contribution.

         The Debtors also believe that the payments made on
account of the Intermedia Intercompany Note in the year prior to
the Commencement Date are avoidable preferential transfers.
Under section 547(b) of the Bankruptcy Code, a debtor in
possession may avoid certain transfers made prior to the filing
of a bankruptcy petition as preferences where five conditions
are satisfied: the transfer must (1) benefit a creditor, (2) be
on account of an antecedent debt, (3) be made while the debtor
was insolvent; (4) be made within ninety days preceding the
filing of the bankruptcy petition, or one year if the transferee
was an insider; and (5) enable the creditor to receive a larger
share of the estate than if the transfer had not been made. The
Debtors contend that $1.39 billion in principal prepayments and
$343 million in interest payments made on account of the
Intermedia Intercompany Note satisfy such requirements, are not
subject to any statutory exceptions and, thus, should be
avoided. The Ad Hoc Committee of Intermedia Notes Holders
disagrees with the Debtors' assessment because, among other
reasons, certain of these transfers were not made to Intermedia
but, rather, were utilized to re-purchase outstanding Intermedia
debt obligations from third-parties. While the Ad Hoc Committee
of Intermedia Notes Holders disputes the validity of the
Intermedia Preference Claim, it is in the Debtors' view that a
significant amount of such payments on account of the Intermedia
Intercompany Note were preferential transfers subject to
avoidance.

         The compromise and settlement embodied in the Plan in
respect of the Intermedia Fraudulent Transfer Claim and
Intermedia Preference Claim accounts for the litigation risk
concerning such issues and the likelihood of recovery. The
compromise and settlement proposed provides for a recovery that
treats the Intermedia Intercompany Note at a level below the
face amount of such note and assumes the partial repayment to
WorldCom, Inc. of the interest payment and principal prepayments
made under the note based upon fraudulent transfer and
preference theories. (Worldcom Bankruptcy News, Issue No. 25;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


ZI CORPORATION: Recurring Losses Raise Going Concern Doubt
----------------------------------------------------------
Zi Corporation (Nasdaq:ZICA) (TSX:ZIC), a leading provider of
intelligent interface solutions, announced its 2002 fourth
quarter and year-end results for the periods ended December 31,
2002. Driven by significant growth in royalties for the
Company's proprietary eZiText(R) predictive text input software,
revenue for the 2002 fourth quarter and year reached record
levels, increasing more than three times and two times,
respectively, over the prior year periods, with gross margins
improving substantially in both periods from those in the 2001
fourth quarter and year. While losses in the 2002 fourth quarter
and year increased primarily as a result of costs associated
with several non-recurring items, the Company positioned itself
for future expansion of its core business and resolved a number
of key issues, which included settling important litigation,
streamlining its operations and monetizing a major portion of
its e-learning assets. (All monetary amounts in this release are
expressed in Canadian dollars unless otherwise indicated).

Revenue for the 2002 fourth quarter rose sharply to $4.4
million, up 225 percent from $1.4 million for the prior year
fourth quarter and up 27 percent from the 2002 third quarter.
The net loss for the 2002 fourth quarter, including provisions
for the settlement of litigation and other non-recurring costs,
was $7.3 million, or $0.18 loss per share, compared to $5.5
million, or $0.14 loss per share for the same period a year
earlier. Approximately one half of the 2002 fourth quarter loss
was the result of a provision for patent litigation costs and
costs related to divesting e-learning investments. Excluding
those costs, the loss in the fourth quarter of 2002 would have
been $3.7 million.

Revenue from the Company's core Zi Technology business for the
2002 fourth quarter rose 214 percent to $3.8 million from $1.2
million in the year-earlier period and increased more than 50
percent from revenue in the 2002 third quarter. The Zi
Technology unit reported an operating profit for the 2002 fourth
quarter of $119,000, which the Company believes is a good
indication of the growing acceptance of its technology in the
market place, and achieving critical mass.

During the quarter, Zi earned royalties from 30 of the more than
70 eZiText licensees and strategic alliance partners compared to
14 in the fourth quarter of 2001. In addition, 71 new handset
models embedded with eZiText were released into the market
during the year, bringing the total at December 31, 2002 to 216
compared to 145 a year earlier.

"We are extremely pleased with the operational performance of
our core business in 2002 as we generated an operating profit in
the fourth quarter and achieved record levels of revenue for the
fourth quarter and the year," said Michael Lobsinger, Chief
Executive Officer. "We reached these important milestones in our
Zi Technology unit despite facing significant business
challenges and issues during the year that impeded our progress,
but which have since been resolved. We believe Zi Technology has
reached critical mass and is positioned for continuing revenue
growth."

On a company wide basis, full-year 2002 revenue increased 145
percent to $13.2 million, up from $5.4 million in 2001. The 2002
net loss was $40.4 million, or $1.07 loss per share, which
included $20.2 million of non-recurring items for costs
associated with litigation and impairment of assets and $9.1
million in losses from discontinued operations. This compares to
a net loss in 2001 of $18.7 million, or $0.50 loss per share.
Excluding the $29.3 million in non-recurring items, the 2002 net
loss would have declined to $11.1 million. The gross margin in
2002 increased to 87.7 percent, up from 69.5 percent in 2001.

Revenue for the Zi Technology unit in 2002 rose 98.2 percent to
$10.2 million from $5.1 million in 2001.

The $29.3 million in non-recurring charges included $10.8
million in litigation and settlement costs; $4.4 million for
impairment of goodwill and deferred software development costs
in the e-learning segment; and a $9.1 million loss from
discontinued operations, which represents the Company's Hong
Kong-based telecom technology business unit.

"The year 2002 was a difficult time for Zi and others in our
industry, but we met our challenges and managed to increase
revenue in our core business by a factor of two," commented
Lobsinger. "Our Zi Technology business is doing well in Asia and
making inroads in America and Europe," he added. "We have a
superior product, an excellent market channel and we have made
great strides in establishing our brand. In short, I strongly
believe we will continue to be successful in 2003 and that we
offer an appealing value proposition for customers and
shareholders alike."

Continued operation of Zi depends upon refinancing US$3.3
million in debt obligations due April 30, 2003, achieving
profitable operations in 2003 and satisfaction of remaining
amounts due under a 2002 settlement agreement in respect of
patent litigation. Extracts from the notes to financial
statements for the period ended December 31, 2002 are included
with this press release and provide detailed information
respecting these qualifications and contingencies.

Zi Corporation -- http://www.zicorp.com-- is a technology
company that delivers intelligent interface solutions to enhance
the user experience of wireless and consumer technologies. The
company's intelligent predictive text interfaces, eZiTap and
eZiText, simplify text entry to provide consumers with easy
interaction within short messaging, e-mail, e-commerce, Web
browsing and similar applications in almost any written
language. EZiNet(TM), Zi's new client/network based data
indexing and retrieval solution, increases the usability for
data-centric devices by reducing the number of key strokes
required to access multiple types of data resident on a device,
a network or both. Zi supports its strategic partners and
customers from offices in Asia, Europe and North America. A
publicly traded company, Zi Corporation is listed on the Nasdaq
National Market (ZICA) and the Toronto Stock Exchange (ZIC).

Zi Corporation's December 31, 2002 balance sheet shows a working
capital deficit of about $2 million, while total shareholders'
equity has dwindled to about $5 million from about $44 million
as recorded a year ago.

               GOING CONCERN BASIS OF PRESENTATION

These consolidated financial statements are prepared on a going
concern basis, which assumes that the Company will be able to
realize its assets at the amounts recorded and discharge its
liabilities in the normal course of business in the foreseeable
future. The Company has incurred operating losses over the past
three years. On December 5, 2002, the Company borrowed US$3.3
million (before fees and expenses) through the issuance of a
note payable, originally due March 5, 2003 and subsequently
extended to April 30, 2003. At present, Zi has not arranged
replacement financing to repay the note and there can be no
assurance that Zi will be successful in its efforts to complete
such refinancing. On December 6, 2002, the Company settled a
judgment in favour of Tegic Communications Inc., a division of
AOL Time Warner. Under the terms of the settlement agreement,
the Company, among other things, is obliged to pay a further
US$1.5 million comprised of three installments between June 2003
and January 2004.

Continuing operations are dependent on the Company being able to
refinance its borrowings due April 30, 2003, pay the remaining
installment payments due under the settlement agreement with
AOL, increase revenue and achieve profitability. These financial
statements do not include any adjustments to the amounts and
classifications of assets and liabilities that may be necessary
should the Company be unable to pay the remaining installment
payments due under the terms of the settlement agreement with
AOL, raise additional capital to meet the repayment of the note
payable, increase revenue and continue as a going concern.

                    CONTINGENT LIABILITIES

The US$9 million damages judgment awarded to Tegic was settled
pursuant to a written settlement agreement with AOL dated
December 6, 2002 and a consent judgment dated December 20, 2002.
Settlement costs have been included as part of legal and
litigation costs as at December 31, 2002, including US$1.5
million which remains to be paid in scheduled installment
payments beginning in June 2003 and ending on January 2, 2004.
In the event that any of the scheduled Outstanding Balance
payments are not paid as required under the terms of the
settlement agreement, then the amount of US$9 million less all
payments made to AOL to the date of such payment default becomes
immediately due and payable by the Company to AOL (the "Default
Payment Amount"). In the event of any Outstanding Balance
payment default, the Default Payment Amount would range between
US$4.5 million to US$6 million depending upon the date of such
payment default. Security agreements entered into by the Company
with AOL to secure payment of the Default Payment Amount become
enforceable in the event of any Outstanding Balance payment
default. When the Outstanding Balance is paid to AOL in full on
or before the scheduled payment dates, the security agreements
entered into by the Company with AOL are terminated and the
Company is fully released from any obligation to pay the Default
Payment Amount to AOL.

The Default Payment Amount also becomes due and payable by the
Company to AOL if, prior to the payment in full of the
Outstanding Balance to AOL, any of the following circumstances
occurs and are not cured within ten days of occurrence:

     (i) the Company advances any claims against AOL or its
         affiliates in respect of patent infringement before
         July 6, 2003;

    (ii) the Company or any other person commences any action to
         avoid any payments made by the Company to AOL including
         any of the remaining scheduled installment payments;

   (iii) the Company violates the terms of the Consent Judgment;
         or

    (iv) the Company breaches any of the terms of the settlement
         agreement.


* Karen B. Shaer Named General Counsel for Garden City Group
------------------------------------------------------------
David A. Isaac, President of The Garden City Group, Inc., and
Neil L. Zola, executive vice president & chief operating officer
(and GCG's current general counsel), announced that Karen B.
Shaer would take on the additional position of General Counsel.
Shaer also holds the titles of senior vice president and
managing director of the company's Business Reorganization
division.

"I welcome the opportunity to serve in an expanded capacity at
GCG," said Shaer. "I have enjoyed managing and building the
foundation of our Business Reorganization division and look
forward to contributing to the continued growth and success of
our dynamic company."

Before joining GCG, Shaer served as general counsel of American
Family Enterprises, a subsidiary of Time, Inc., and was an
advisor to the CEO/president and the board of directors. During
her tenure at the company, she managed a Chapter 11
reorganization as well as all litigation and alternative dispute
resolutions, encompassing defense of multi-state Attorneys
General actions and more than 60 major state and federal
individual and class actions.

In a prior role, she served with the U.S. Attorney's Office,
Southern District of New York, where her titles included deputy
chief, Criminal Division and assistant United States attorney.

A Phi Beta Kappa graduate of Yale University, Shaer was a Harlan
Fiske Stone Scholar at Columbia Law School where she earned her
J.D. Shaer is a member of the American Bar Association, the
Federal Bar Council, the American Bankruptcy Institute, and the
New York City Bar Association.

"Since joining the firm less than two years ago, Karen has made
significant contributions to the success of our Business
Reorganization division and to GCG overall. As a former general
counsel, she has the experience necessary to guide our company
through any legal matter," said Isaac.

GCG's current general counsel, Neil L. Zola, who was promoted to
executive vice president and chief operating officer in March
2002, added, "I am thrilled to be leaving the office of general
counsel in the good hands of Karen Shaer and am confident that
our decision to expand her scope of executive responsibilities
will benefit GCG's future growth."

The Garden City Group, a subsidiary of Crawford & Company,
administers class action settlements, manages Chapter 11 claims
administration, designs legal notice programs, and provides
expert consultation services. Its Web address is
http://www.gardencitygroup.com

Based in Atlanta, Georgia, Crawford & Company --
http://www.crawfordandcompany.com-- is the world's largest
independent provider of claims management solutions to insurance
companies and self-insured entities, with a global network of
more than 700 offices in 67 countries. Major service lines
include workers' compensation claims administration and
healthcare management services, property and casualty claims
management, class action services, and risk management
information services. The Company's shares are traded on the
NYSE under the symbols CRDA and CRDB.


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

Issuer               Coupon   Maturity  Bid - Ask  Weekly change
------               ------   --------  ---------  -------------
Federal-Mogul         7.5%    due 2004  14.0 - 15.0      +0.5
Finova Group          7.5%    due 2009  37.5 - 38.5      +1.5
Freeport-McMoran      7.5%    due 2006  100.5 - 101.5     0.0
Global Crossing Hldgs 9.5%    due 2009   2.75 - 3.25      0.0
Globalstar            11.375% due 2004   1.0  - 2.0       0.0
Lucent Technologies   6.45%   due 2029  67.0 - 68.0      +1.0
Polaroid Corporation  6.75%   due 2002   6.0 - 7.0        0.0
Terra Industries      10.5%   due 2005  82.0 - 84.0       0.0
Westpoint Stevens     7.875%  due 2005  26.5 - 27.5      +0.5
Xerox Corporation     8.0%    due 2027  78.25 - 80.25    +1.0

                          *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices
are obtained by TCR editors from a variety of outside sources
during the prior week we think are reliable.  Those sources may
not, however, be complete or accurate.  The Monday Bond Pricing
table is compiled on the Friday prior to publication.  Prices
reported are not intended to reflect actual trades.  Prices for
actual trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy
or sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies
with insolvent balance sheets whose shares trade higher than $3
per share in public markets.  At first glance, this list may
look like the definitive compilation of stocks that are ideal to
sell short.  Don't be fooled.  Assets, for example, reported at
historical cost net of depreciation may understate the true
value of a firm's assets.  A company may establish reserves on
its balance sheet for liabilities that may never materialize.
The prices at which equity securities trade in public market are
determined by more than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged. Send announcements to
conferences@bankrupt.com.

Bond pricing, appearing in each Thursday's edition of the TCR,
is provided by DebtTraders in New York. DebtTraders is a
specialist in global high yield securities, providing clients
unparalleled services in the identification, assessment, and
sourcing of attractive high yield debt investments. For more
information on institutional services, contact Scott Johnson at
1-212-247-5300. To view our research and find out about private
client accounts, contact Peter Fitzpatrick at 1-212-247-3800.
Real-time pricing available at http://www.debttraders.com/

Each Friday's edition of the TCR includes a review about a book
of interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911. For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                          *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published by
Bankruptcy Creditors' Service, Inc., Trenton, NJ USA, and Beard
Group, Inc., Washington, DC USA. Yvonne L. Metzler, Bernadette
C. de Roda, Donnabel C. Salcedo, Ronald P. Villavelez and Peter
A. Chapman, Editors.

Copyright 2003.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without
prior written permission of the publishers.  Information
contained herein is obtained from sources believed to be
reliable, but is not guaranteed.

The TCR subscription rate is $675 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.

                *** End of Transmission ***