TCR_Public/030421.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

               Monday, April 21, 2003, Vol. 7, No. 77

                           Headlines

ACCESS WORLDWIDE: Misses Mandatory Payment Under Credit Facility
ADELPHIA BUS.: Agreement with Creditors Sets Stage for Emergence
AIR CANADA: CAW Asks Court to Amend Initial CCAA Order
ALPHARMA INC: S&P Rates Planned $220MM Sen. Unsecured Debt at B+
AMERICAN AIRLINES: Fitch Keeps Negative Outlook on CCC+ Rating

AMERICAN AIRLINES: Pilots Applaud APFA's Agreement Ratification
AMERICAN HOMEPATIENT: Dec. 31 Net Capital Deficit Tops $47 Mill.
ANC RENTAL: Committee Turns to CONSOR Corp. for IP Valuation
APPLIED DIGITAL: Plans to Commence 50,000 Shares Offering
APPLIED DIGITAL: FY 2002 Revenues Drop 36.3% to $99.6 Million

AQUILA CANADA: S&P Downgrades Senior Unsecured Rating to B-
ARMSTRONG HLDGS: Gets Nod for Employee Suit Settlement Agreement
BALLANTRAE: Seeks Approval to Hire Ordinary Course Professionals
BETA BRANDS: Pursuing Restructuring Talks with Senior Lenders
BETHLEHEM STEEL: ISG Confirmed as Qualified Bidder for Assets

BURLINGTON: Plan Filing Exclusivity Extended Until May 31, 2003
CALPINE: Baytown Center Named Showcase Plant at DOE Conference
COLONIAL ADVISORY: S&P Keeps Watch on Junk-Rated Class B Notes
CNC: Fitch Cuts Ser. 1994-1 Note Ratings to Low-B & Junk Levels
CREDIT SUISSE: S&P Cuts Ratings on 3 Note Classes to B+/B/CCC

DELTA AIR LINES: Lauds Federal Reimbursement Legislation Passage
DYNEGY: S&P Affirms B Credit Rating over Restructured Bank Loans
EAST COAST POWER: S&P Keeps Watch on BB+ Senior Secured Rating
ELCOM INT'L: Taps Cap Gemini E&Y as Preferred Systems Integrator
EL PASO: Completes Bank Facilities' Restructuring & Refinancing

EMAGIN CORP: Dec. 31 Balance Sheet Insolvency Widens to $13 Mil.
ENRON CORP: Court Okays 2nd Modification to Leboeuf's Retention
EXIDE TECH: Wants Approval for Hamburg Superfund Stipulation
FAO, INC.: Plan Back on Track & Expects to Emerge Next Week
FLEMING COMPANIES: Seek Nod for Proposed Trade Lien Agreement

FLEMING: Judge Walrath Waives Investment & Deposit Requirements
GENTEK: Court Approves Babst Calland as Environmental Counsel
GEORGIA GULF: Fitch Affirms BB+/BB- Senior Sec. & Unsec. Ratings
GENUITY INC: Signing-Up LeBoeuf Lamb as Disputes Special Counsel
GLOBAL CROSSING: Releases February Operating Results

GOODYEAR TIRE: USWA Agrees to Day-to-Day Contract Extension
HOMELIFE: Delaware Court Confirms Liquidating Chapter 11 Plan
IMPERIAL PLASTECH: Nov. 30 Working Capital Deficit Tops C$2-Mil
INTEGRATED HEALTH: Demands National Union Pay Liability Claims
JACKSON COUNTY HOSPITAL: S&P Cuts Bond Rating to BB+ from BBB-

JACKSON PRODUCTS: S&P Drops Corp. Credit Rating to Default Level
KAISER: Retains Kinsella as Publication Notice Consultant
KMART: Judge Sonderby Approves Claims Resolutions Procedures
LASERSIGHT: Gets Extension to Continue Nasdaq SmallCap Listing
LEAP WIRELESS: S&P Slashes Credit & Sr. Unsec. Debt Ratings to D

MADGE NETWORKS: Applying for Suspension of Payments in Amsterdam
MAGNESIUM CORP: Lee Buchwald Appointed as Chapter 11 Trustee
METRIS COMPANIES: First Quarter Net Loss Stands at $25 Million
MICROFINANCIAL INC: Executes Final Amendment to Credit Agreement
MILLICOM INT'L: Amends Terms of Exchange Offer for 13-1/2% Notes

NAT'L CENTURY: Proposes to Reject Poulsen Consulting Agreement
NATIONAL STEEL: U.S. Steels Delivers Winning $1,050,000,000 Bid
NIAGARA MOHAWK: Settles Reconciliation Issues with NYPSC Staff
NORTEL: Annual Shareholders Meeting to Convene on April 24, 2003
NORTEL: Financial Analysts Teleconference Set for April 24, 2003

NORTHWEST AIRLINES: Q1 Net Loss More than Doubles to $396 Mill.
NORTHWEST AIRLINES: S&P Concerned about Low Q1 2003 Revenues
NORTHWESTERN CORP: Dec. 31 Balance Sheet Upside-Down by $456MM
NOVA COMMS: Completes $1-Million Debt-to-Equity Conversion Deal
OBSIDIAN ENTERPRISES: Appoints Rick D. Snow as New EVP and CFO

PACIFICARE HEALTH: Ups EPS Guidance for First Quarter & FY 2003
PHILIP SERVICES: Mulls Chapter 11 Filing to Effect Fin'l Workout
PHOTRONICS INC: Closes Private Placement of $150MM Conv. Notes
POLYONE CORP: Intends to Complete Debt Workout Early Next Month
POLYONE CORP: Offering $250-Million of Senior Unsecured Notes

POLYONE CORP: Anticipates Net Loss of Up to $20-Mil. for Q1 2003
RACE POINT II: S&P Rates Class D-1, D-2 & D-3 Notes at BB
RYLAND GROUP: S&P Revises Outlook on Low-B Ratings to Positive
SAGENT TECHNOLOGY: Group 1 to Acquire Assets for Up to $17 Mill.
SEALY CORP: Narrows Net Capital Deficit to $101-Mill. at March 2

SHEFFIELD PHARMACEUTICALS: Ability to Continue Ops. Uncertain
SONICBLUE INC: D&M Pitches Best Bid for ReplayTV and Rio Assets
SONICBLUE INC: D&M Expects to Close Acquisition Deal in 10 Days
SPIEGEL: Intends to Close 21 Retail Stores
SPIEGEL: Seeks Nod for Proposed Interim Compensation Procedures

STELCO INC: Anticipates $44 Million First Quarter 2003 Net Loss
TCENET INC: Brian McGill Steps Down as Chief Financial Officer
TRANSWITCH CORP: Reports $17 Million in Net Loss for Q1 2003
TRITON PCS: December 31 Balance Sheet Upside-Down by $36 Million
UNILINK TELE.COM: Two Units Filing Proposals to Restructure Ops.

VALENTIS INC: Continues Listing on Nasdaq SmallCap Market
WESTPOINT STEVENS: Sr. Lenders Agree to Waive Potential Defaults
WHX CORP: 2002 Year-End Results Swing-Down to Net Loss of $33MM
WINSTAR COMMS: Seeks to Recover $36-Mil. Preferential Transfers
YUM! BRANDS: S&P Ups Ratings to BB+ after Improved Performance

* Dewey Ballantine Adds David J. Grais to New York Office

* BOND PRICING: For the week of April 21 - 25, 2003

                           *********

ACCESS WORLDWIDE: Misses Mandatory Payment Under Credit Facility
----------------------------------------------------------------
Access Worldwide Communications, Inc. (OTC Bulletin Board:
AWWC), a leading marketing services organization, reported
financial results for the quarter and twelve months ended
December 31, 2002.

Revenues from continuing operations for the quarter ended
December 31, 2002 increased by $4.5 million, or 53.6%, to $12.9
million, compared to $8.4 million for the quarter ended
December 31, 2001. The revenue improvement was driven by an
increase in medical education revenues following a decline in
2001 that was the result of the September 11 attacks and a slow-
down in the U.S. economy, coupled with an increase in
teleservices programs and production hours performed at the
Company's three communication centers.

The Company reported income from continuing operations and
diluted earnings per share from continuing operations of $0.2
million and $0.02, respectively, for the fourth quarter of 2002,
compared to a loss from continuing operations and diluted loss
per share from continuing operations of $33.0 million and $3.38,
respectively, for the quarter ended December 31, 2001. The
improvement was the result of an impairment of intangible assets
charge of $32.0 million that occurred in 2001 with no similar
charge occurring in 2002. In addition, the Company benefited
from an increase in revenues and a lower debt level combined
with a lower prime rate of interest. Total weighted average
diluted shares outstanding for the fourth quarters ended
December 31, 2002 and December 31, 2001 were 9,767,640 and
9,740,001 shares, respectively.

Revenues from continuing operations for the twelve months ended
December 31, 2002 increased $0.2 million, or 0.4%, to $48.4
million, compared to $48.2 million for the twelve months ended
December 31, 2001. The increase was caused by new consumer and
pharmaceutical teleservices projects and an increase in hours
performed on existing projects, and was offset by a decrease in
the number of medical education meetings.

The Company reported a loss from continuing operations and
diluted loss per share from continuing operations of $0.3
million and $0.03, respectively, for the twelve months ended
December 31, 2002, compared to a loss from continuing operations
and diluted loss per share from continuing operations of $35.8
million and $3.67, respectively, for the twelve months ended
December 31, 2001. The decrease in the loss was attributed to an
impairment of intangible assets charge that took place in 2001
with no similar charge occurring in 2002 and a lower debt level
combined with a lower prime rate of interest. Total weighted
average shares outstanding for each of the years ended
December 31, 2002 and December 31, 2001 were 9,740,001 shares.

Assuming the Company adopted the provisions of SFAS No. 142,
"Goodwill and Other Intangible Assets" effective January 1, 2001
and ceased amortization of goodwill, the Company would have
reported a net loss on a pro forma basis of approximately $33.6
million and $34.4 million for the three and twelve months ended
December 31, 2001, respectively. We would have reported basic
and diluted loss per share on a pro forma basis of $3.45 and
$3.53 for the three and twelve months ended December 31, 2001,
respectively.

The Company achieved the following accomplishments during 2002
and in recent weeks:

      * Reduction in Interest Expense. Net interest expense
decreased $3.0 million, or 83.3%, to $0.6 million for 2002
compared to $3.6 million for 2001. The decrease was primarily
due to a reduction in the outstanding debt made possible with
funds generated from the sale of the Phoenix Marketing Group and
Cultural Access Group divisions, and the cancellation of
warrants issued to the Bank Group.

      * Increase in Consumer Services Revenues. Consumer Segment
which includes communication centers in Florida, Maryland and
Virginia increased revenues by $4.1 million, or 23.4%, to $21.6
million for 2002, compared to $17.5 million for 2001.

      * Expansion of Teleservices Capacity. In response to
increased call volume and client programs, the communication
center located in Arlington, Virginia has been expanded. The
facility was built-out to include an additional 14,116 square
feet. Available capacity at this location has doubled.

"Several segments of Access Worldwide achieved impressive
revenues in the fourth quarter and for the year," remarked
Shawkat Raslan, Access Worldwide's Chairman and CEO. "In 2002,
we invested heavily in infrastructure as well as human resources
to strengthen our three businesses. I expect to see those
investments showing positive contributions in 2003."

As stated in recent filings with the Securities & Exchange
Commission, the Company notified the Bank Group on April 1, 2003
that the company is in default due to its inability to make a
mandatory payment required to reduce the outstanding debt of the
Credit Facility to the $5.7 million limit which became effective
on April 1, 2003. The default interest rate is the prime rate of
interest plus 5%. On April 3, 2003, the Company received a
letter from the Bank Group which allows the Company to continue
to use cash proceeds generated in the ordinary course of
business to fund working capital and operations. The Company can
provide no assurance that the Bank Group will continue to
provide such proceeds. The Credit Facility is due on July 1,
2003.

"We have actively been taking steps to renegotiate or refinance
the Credit Facility with the Bank Group or other lenders,"
stated Mr. Raslan. "It remains a top priority for me and the
Company's finance team; however, we cannot assure you that we
will be able to obtain refinancing or negotiated terms that are
acceptable to us or at all."

Founded in 1983, Access Worldwide provides a variety of sales,
marketing and education services. Among other things, we reach
physicians, pharmacists and patients on behalf of pharmaceutical
clients, educating them on new drugs, prescribing indications,
medical procedures and disease management programs. Our services
include product stocking, medical education, database
management, clinical trial recruitment and teleservices. For
clients in the telecommunications, financial services, insurance
and consumer products industries, we reach the growing
multicultural markets with multilingual teleservices. Access
Worldwide is headquartered in Boca Raton, Florida and has over
1,300 employees in offices throughout the United States.


ADELPHIA BUS.: Agreement with Creditors Sets Stage for Emergence
----------------------------------------------------------------
TelCove, formerly known as Adelphia Business Solutions, a
facilities- based competitive telecommunications provider
offering Internet, Data, and Voice services, was recently
commended by the New York Public Service Commission (NYPSC) for
its excellent performance in providing telephone service to New
York businesses.

The NYPSC uses strict criteria on which it bases its
recommendations that qualifying telecommunications companies be
recognized for providing excellent service within the state.

The criteria for competitive local exchange carriers or CLECs,
the category under which TelCove was considered, include that
the company had to still be in operation and that it reported
service quality data for the entire calendar year to the
Commission. One of the items examined is the number of
complaints about a communications provider's service per 1,000
lines per year received by the NYPSC. To be considered, a
provider needs to have a complaint rate of 0.5 or less.

TelCove had a perfect record in that there were no complaints
reported for the year 2002.

"We are honored to be recognized for providing 'excellent
service' by the New York Public Service Commission," said
Barbara Dundon, general manager of TelCove's Syracuse, New York
market. "This is another example of the positive results
achieved by the partnering between TelCove and its customers. We
have a team of local professionals whose main priority is to
respond quickly and professionally to the needs of our
customers.

"It's also an affirmation of the security of our network. We
constantly monitor our network via our Network Operations
Control Center to ensure that its standards of transmission and
availability are met or exceeded. Excellent telephone service
quality is always the goal of every team within TelCove," said
Dundon.

Last month, TelCove and its creditor groups reached an agreement
in principle on terms of a plan of reorganization indicative of
a successful emergence from the Company's restructuring process.
At the same time, the Company announced that it was beginning to
conduct business under its new name, TelCove.

"The agreement is an important step for TelCove on the road to
emergence. With that, we fully anticipate being considered an
'excellent' communications provider by the NYPSC for years to
come," said Jeff Donahue, vice president of TelCove's Northeast
region.

To view the complete report from the NYPSC, visit TelCove's Web
site http://www.dps.state.ny.us/fileroom/doc13058.pdf

Founded in 1991, TelCove is one of the longest-standing
competitive communications providers in the nation offering
integrated Internet, Data, and Voice services to more than 9,000
customers via its advanced, secure fiber optic network. For more
information on TelCove, please visit http://www.telcove.com


AIR CANADA: CAW Asks Court to Amend Initial CCAA Order
------------------------------------------------------
In Toronto, the Canadian Auto Workers union filed a motion that
is expected to be heard in Ontario Superior Court April 22,
2003. The motion will ask the Court to amend the earlier CCAA
temporary order which allows the company to unilaterally
terminate or modify longstanding agreements with its unions.

"Air Canada, indeed airlines generally, are in rough financial
shape, but what is happening here will not resolve the immediate
crisis," said CAW president Buzz Hargrove. "What we need is
government support and a government enforced airline strategy to
sustain a national flagship carrier. Without that we could work
for nothing and the company would still be bankrupt, so going
after the workers is no solution."

"The sweeping interim order means Air Canada, even though it is
not in bankruptcy, can amend the pensions, lower wages, layoff
without regard to seniority, in essence, anything it wants to -
the Court order allows them to even ignore Labour and Human
Rights laws," Hargrove said. "We're challenging that - this
company wants to set a precedent whereby a company, whether
union or not, can strip people of their hard earned wages and
pensions as a so- called way of staving off bankruptcy. Wages
and benefits are less than 30% of the company's total costs -
stripping pensions will do nothing to stave off bankruptcy but
instead will cause enormous harm to workers and their families."

"Every worker, unionized or not, who is a member of a pension
plan should know that this is a new tactic to take away benefits
and if the court approves this it is a dangerous precedent for
the long term."

The CAW represents 9500 workers at Air Canada and its related
companies, Aeroplan, Jazz and Zip.

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


ALPHARMA INC: S&P Rates Planned $220MM Sen. Unsecured Debt at B+
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned a 'B+' senior
unsecured debt rating to generic drug maker Alpharma Inc.'s
proposed offering of up to $220 million in senior unsecured
notes due 2011.

At the same time, Standard & Poor's affirmed its 'BB-' corporate
credit and senior secured debt ratings on Alpharma, as well as
the company's 'B' subordinated debt rating. In addition,
Standard & Poor's affirmed ratings on a subsidiary company,
Alpharma Operating Corp., including its 'BB-' corporate credit
and 'B' subordinated debt ratings.

Proceeds from the proposed senior unsecured debt offering at
Alpharma Inc. will be used to retire existing debt at Alpharma
Operating Corp.

The outlook on Fort Lee, New Jersey-based Alpharma is negative.

The speculative-grade ratings on the company reflect its solid
positions in human pharmaceutical and animal health businesses,
offset by current manufacturing issues and competitive pressures
in its animal health business, as well as its high debt
leverage.

"Alpharma's financial performance has been steadily improving,
and funds from operations have been increasing quarter-to-
quarter," said Standard & Poor's credit analyst Arthur Wong.
"However, the sustainability of the company's recent improved
performance is uncertain, given FDA compliance issues at two of
its drug manufacturing plants and increased competition in
animal health, which is unlikely to abate. Combined with a
still-heavy debt load, these factors could lead to a downgrade."

The company is currently closing four manufacturing facilities
and has also enacted select pricing increases. A promising
generic version of an anti-epileptic treatment should also
provide significant proceeds and provide an opportunity for the
company to accelerate its deleveraging plans.

Alpharma Inc. holds leading positions in the topical and liquids
generic drug market. In late 2001, the company also acquired the
generic business of F.H. Faulding & Co., for $660 million, a
purchase that made Alpharma a major player in the solid dose
generic drug market.

The company has 14 abbreviated new drug applications awaiting
approval at the FDA. These include gabapentin, the generic
version of Pfizer Inc.'s $2 billion anti-epileptic treatment
Neurontin. Alpharma is the first to file for approval of the
drug, which means the company may enjoy a six-month exclusivity
on the generic version of the product. However, though proceeds
from the product could help the company delever, gabapentin is
not expected to reach market until 2004.


AMERICAN AIRLINES: Fitch Keeps Negative Outlook on CCC+ Rating
--------------------------------------------------------------
In anticipation of the ratification of new labor contracts by
each of American Airlines' three main unions, Fitch Ratings is
providing the following commentary on continuing credit
challenges facing the airline. Fitch's senior unsecured debt
rating for American, the principal operating subsidiary of AMR
Corp., remains 'CCC+' and the Rating Outlook is 'Negative'.

With the ratification of all new labor contracts complete and a
Chapter 11 filing temporarily avoided, American will have
achieved its objective of reducing annual labor costs by
approximately $1.8 billion through cuts in pay rates, reduced
benefits and modified union work rules. The contractual
adjustments come on top of potential non-labor savings of as
much as $2 billion annually derived in large part from
operational changes in the American network, fleet
simplification and the increased use of customer interaction
technology. The newly-ratified contract pay rates and work rules
become effective on May 1, and should deliver immediate savings,
bringing American's unit labor costs closer to the low end of
the network carrier labor cost spectrum (currently occupied by
Continental, US Airways and a restructured United). Increased
work rule flexibility will also allow American to operate its
future schedule with fewer crews, resulting in near-term
productivity gains.

The completion of the labor cost restructuring does not,
however, eliminate the ongoing credit challenges that will
continue to complicate the airlines' effort to generate strong
cash flow and begin the process of rebuilding a badly weakened
balance sheet. Although some firming in bookings and traffic is
likely to occur as the demand-suppressing effects of the Iraq
war wane, American and the other network carriers continue to
struggle with a destructive pricing environment, weak business
travel demand and stiffening competition from low-cost carriers.
While American's limited Pacific route presence (relative to
United and Northwest) will mitigate the impact of SARS on near-
term revenue performance, international demand remains very weak
and may recover only slowly during the remainder of 2003. In
domestic markets, American's unit revenue outlook is still
clouded by a high degree of route overlap with low-cost carriers
like Southwest and JetBlue. American reported in January that
its network overlap with the low-cost carriers now extends to
82% of its domestic markets. In light of this fact, the outlook
for a meaningful recovery in passenger yields and unit revenue
in 2003 remains bleak.

Beyond the weakness of the operating environment, American faces
a number of ongoing cash flow challenges tied to its heavy debt
load, growing fixed financing obligations and a substantially
underfunded defined benefit pension liability. Between January
2001 and December 2002, AMR completed $8.3 billion in new debt
issuance and other financings to fund operating losses and
capital spending commitments (primarily new aircraft). This
brought AMR's total balance sheet debt and capital leases to
$13.1 billion (including current maturities) as of December 31,
2002. After adding off balance sheet lease obligations, AMR's
total lease-adjusted debt reached approximately $27 billion at
the end of 2002--up significantly from about $17 billion at the
end of 2000. In addition to 2003 debt maturities of $627
million, AMR is facing scheduled annual debt payments of $540
million in 2004, $1.3 billion in 2005 and $1.1 billion in 2006.
Absent refinancing of these maturities, American will be heavily
reliant on strong cash flow from operations (and a markedly
improved revenue environment) to meet these scheduled payments
beyond 2003. Refinancing risk has increased as a result of the
sharp decline in American's pool of unencumbered assets over the
last two years.

Critical debt covenant issues remain with respect to American's
fully-drawn $834 million secured credit facility that matures in
December 2005. The airline has successfully negotiated a waiver
of a March 31 liquidity covenant and a June 30 cash flow
coverage test that would have given American's lenders the
option of accelerating repayment of the facility. Under the
amended terms of the agreement, AMR will be required to maintain
an unrestricted cash and short-term investment balance of at
least $1.0 billion at the end of the second quarter of 2003 and
beyond. The next test date for the EBITDAR interest coverage
covenant has been moved from June 30, 2003 to March 31, 2004. As
of May 15, American expects to pledge an additional 30 non-
Section 1110 eligible aircraft ($451 million in estimated book
value) to provide additional collateral support for the banks.
This will further reduce the size of American's already
diminished unencumbered asset base, potentially complicating the
task of completing any future debt transactions. The company has
noted recently that about $700 million in Section 1110 eligible
aircraft remain available to be pledged as collateral in future
borrowings.

American's liquidity position has been further undermined in the
first quarter of 2003 by large operating losses, but the impact
on unrestricted cash balances will be offset in part by some
unusual items.

As of December 31, AMR reported an unrestricted liquidity (cash
plus short-term investments) balance of $1.95 billion and
restricted cash holdings of $783 million. The company elected in
the first quarter of 2003 to pay down all $339 million of tax-
exempt bonds that had been backed by letters of credit which, in
turn, were secured by restricted cash. Because the face value of
these bonds was less than the restricted cash holdings used to
collateralize them, the redemption of the bonds will have a net
positive impact on the airline's unrestricted cash balance at
the end of the quarter. Restricted cash balances will decline
correspondingly. American was expected to receive a tax refund
of approximately $550 million in the first quarter, further
offsetting liquidity changes tied to the large first quarter
loss. Finally, the carrier in the coming weeks will receive its
share of the cash payment from the U.S. Government funded by the
supplemental war appropriations bill passed by Congress. Based
on American's share of U.S. airline capacity, Fitch estimates
that this cash payment could total as much as $450 million.
These one-time items will provide AMR with a much-needed
liquidity buffer during a period of extended revenue weakness
and should offer the carrier some margin of safety in meeting
its liquidity covenants for the remainder of 2003.

Despite planned capacity cuts in 2003 related to weakening
demand, American remains committed to take delivery of 11 new
mainline aircraft (9 Boeing 767-300ERs and 2 Boeing 777-200ERs)
this year. Backstop financing from Boeing Capital is in place
for all of these 2003 deliveries. No additional mainline
aircraft are scheduled to be delivered until 2006. AMR will also
receive delivery of 22 Embraer and 10 Bombardier regional jets
this year for use by American Eagle. All of the regional jet
acquisitions have also been financed. Cash capital spending
beyond aircraft purchases in 2003 is expected to total
approximately $400 million.

American reported in its recent 10K filing that its defined
benefit pension plans were underfunded by approximately $3.4
billion on a projected benefit obligation (PBO) basis.
American's plans are approximately 61% funded as of December 31,
2002. Estimated 2003 cash contributions to pension plans will be
$200 million, but annual required contributions are likely to
increase substantially starting in 2004. American's actual
return on pension plan assets in 2002 (-0.3%) was significantly
higher than that seen at the other U.S. airlines and limited the
growth of its underfunded liability during 2002.

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


AMERICAN AIRLINES: Pilots Applaud APFA's Agreement Ratification
---------------------------------------------------------------
The Allied Pilots Association, collective bargaining agent for
the 13,500 pilots of American Airlines (NYSE: AMR), released the
following statement regarding the Association of Professional
Flight Attendants' ratification of their agreement with American
Airlines management:

"It is clear that all of the unionized employees of American
Airlines have had to make some extraordinarily difficult
decisions during the past couple of weeks. The members of all
three unions are now facing the reality of significant personal
sacrifices in light of the large pay cuts and additional
furloughs we have each voted to approve as part of our
respective agreements with American Airlines management.

"That noted, it was clear that the bankruptcy process would
prove even more onerous. For that reason we are grateful to be
avoiding, at least for now, the additional expense and
uncertainty that bankruptcy would bring.

"The membership of the Allied Pilots Association met the cost-
savings targets that management established at the onset of
these negotiations, as did our coworkers at the Transport
Workers Union and Association of Professional Flight Attendants.
As we go about our daily duties, we will continue to do our part
to help ensure the survival and viability of this great airline.
It is our hope that management will now make the most of the
valuable reprieve that the unionized employees of American
Airlines have collectively provided with our sacrifices."

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


AMERICAN HOMEPATIENT: Dec. 31 Net Capital Deficit Tops $47 Mill.
----------------------------------------------------------------
American HomePatient, Inc., (Pink Sheets: AHOM) reported net
income of $8.2 million on revenues of $82.2 million in its
fourth quarter ended December 31, 2002, compared with net income
of $2.7 million on revenues of $82.9 million in the 2001 fourth
quarter.

Joseph F. Furlong, president and chief executive officer, said,
"We are pleased to report a profitable fourth quarter. The
fourth quarter results demonstrate that the strategies we are
implementing to improve profitability - especially those to
strengthen our organizational and financial structure, to boost
our sales effort and to reduce bad debt expense - are
succeeding. Our improved financial results position us to fully
pay all creditors and lenders according to the reorganization
plan that the Company and the Official Unsecured Creditors
Committee are proposing for confirmation in a hearing before the
Bankruptcy Court, scheduled for April 23, 2003."

As announced on December 5, 2002, the Company determined that it
had incorrectly accounted for certain fees in financial reports
preceding its July 31, 2002, bankruptcy filing. The Company had
believed that its method of recording these fees was appropriate
and its prior auditors, Arthur Andersen LLP, had concurred. At
the time, the Company said it was necessary to restate its
financial results for 2001 and the affected second, third and
fourth quarters, as well as for the first and second quarters of
2002. The Company also announced at that time that it would
delay reporting its financial results for the third quarter of
2002 until the restatements were completed.

Accordingly, the Company reported a net loss of $2.4 million in
the 2002 third quarter and of $61.2 million for the year ended
December 31, 2002 and provided restatements of its financial
results for the first and second quarters of 2002, for the year
ended December 31, 2001 and all quarters for the year ended
December 31, 2001. All references to amounts in this news
release include the effects of restatements, unless otherwise
stated.

                Fourth Quarter 2002 Results

American HomePatient said that net income in the 2002 fourth
quarter was $8.2 million, compared with net income of $2.7
million in the 2001 fourth quarter. Fourth quarter 2002 net
income included non-recurring reorganization items of $1.6
million related to the bankruptcy reorganization, and excluded
approximately $5.0 million of non-default interest expense that
would have been paid during the period had the Company not
sought bankruptcy protection. Net income in the 2001 fourth
quarter included a gain of $2.6 million associated with the sale
of certain non-core assets.

EBITDA is a non-GAAP financial measurement that is calculated as
revenues less expenses other than interest, taxes, depreciation
and amortization. For the fourth quarter of 2002, EBITDA,
excluding reorganization items of $1.6 million, was $15.2
million or 18.5 percent of revenues. EBITDA for the fourth
quarter of 2001, excluding the gain on sale of assets of centers
of $2.6 million, was $14.1 million or 17.0 percent of revenues.

Revenues for the 2002 fourth quarter were $82.2 million, down
slightly from the $82.9 million reported for the comparable 2001
period. As a result of sales of non-core assets in both 2001 and
early 2002, revenues were negatively impacted by approximately
$4.3 million in the fourth quarter of 2002.

Furlong noted, "Excluding the revenues associated with the sold
assets, revenues for the 2002 fourth quarter increased by
approximately four percent, compared with 2001 fourth quarter
revenues. We believe that our investment in sales and marketing
over the past three years is paying off in growth in same-store
locations."

Operating expenses decreased in the 2002 fourth quarter compared
with the 2001 fourth quarter, due primarily to improvements in
bad debt expense and reductions in other operating expenses
resulting from the disposition of certain non-core assets.

The Company reported a $22.8 million cash balance as of December
31, 2002, compared with a cash balance of $9.1 million on
December 31, 2001.

At December 31, 2002, the Company's balance sheet shows a total
shareholders' equity deficit of about $47 million.

                   Third Quarter 2002 Results

The Company reported a net loss of $2.4 million on revenues of
$78.4 million in the third quarter ended September 30, 2002,
compared with a net loss of $6.0 million on revenues of $86.5
million in the 2001 third quarter. Third quarter 2001 net loss
includes a loss of $2.6 million on the sale of non-core assets.

The Company said the improvement in bottom-line results for the
2002 third quarter reflects a slight increase in revenues
excluding the negative impact from the sales of non-core assets,
lower bad debt expense and lower depreciation and amortization
expense, as well as lower interest expense as a result of the
stay on interest payments during the bankruptcy proceedings. The
Company's sale of certain non-core assets negatively impacted
2002 third quarter revenues by approximately $8.3 million.

EBITDA for the third quarter of 2002, excluding reorganization
items of $3.9 million and Chapter 11 financial advisory expenses
incurred prior to filing bankruptcy of $0.5 million, was $10.6
million or 13.5 percent of revenues. EBITDA for the third
quarter of 2001, excluding the loss on sale of assets of centers
of $2.6 million, was $12.6 million or 14.6 percent of revenues.

Operating expenses decreased in the third quarter of 2002 as
compared with the same period in the prior year, primarily as a
result of a decrease in bad debt expense. This improvement in
bad debt expense primarily is attributable to the same factors
that impacted fourth quarter bad debt expense.

                      Year 2002 Results

The Company's net loss for the year ended December 31, 2002 was
$61.2 million, compared with a net loss of $12.9 million for the
prior year. The loss in 2002 includes a $68.5 million charge for
the cumulative effect of a change in accounting principle
associated with the Company's adoption of Statement of Financial
Accounting Standards No. 142, $5.5 million in reorganization
items, $0.8 million in Chapter 11 financial advisory expenses
incurred prior to filing bankruptcy, and a tax benefit of $1.9
million. Excluding these items, American HomePatient enjoyed
improved income in 2002 compared to 2001 primarily due to
increased same-location revenues, lower bad debt expense and
lower depreciation and amortization expense, as well as lower
interest expense as a result of the stay on interest payments
during the bankruptcy proceedings. The Company recorded adequate
protection payments in 2002 of $8.0 million as an offset to the
principal amount of the debt. However, the Bankruptcy Court will
determine the ultimate application of these payments, as
principal, or interest and expenses, as part of the bankruptcy
proceedings.

For the year ended December 31, 2002, the Company reported
revenues of $319.8 million, down from $348.2 million for the
same period of 2001. Excluding the loss of revenues of sold
locations, revenues for fiscal 2002 increased approximately $4.8
million over the prior fiscal year or 1.4 percent.

EBITDA for the 2002 fiscal year, excluding reorganization items
of $5.5 million, Chapter 11 financial advisory expenses incurred
prior to filing bankruptcy of $0.8 million, gain on sale of
assets of centers of $0.7 million, and cumulative effect of
change in accounting principle of $68.5 million, was $48.5
million or 15.2 percent of revenues. EBITDA for the 2001 fiscal
year, excluding the loss on sale of assets of centers of $0.1
million, was $51.2 million or 14.7 percent of revenues.

Overall, operating expenses decreased in 2002 compared with
2001, due primarily to improvements in bad debt expense and the
sales of the assets of non-core businesses in 2001 and in the
first quarter of 2002. As a percentage of revenues, bad debt
expense for 2002 declined to 3.6 percent, compared with 4.5
percent for 2001, primarily due to the previously cited factors.

      Restated 2001 and First and Second Quarter 2002 Results

As announced on December 5, 2002, the Company determined that it
had incorrectly accounted for certain fees associated with its
Fifth Amended and Restated Credit Facility, although it
previously believed that its method of recording these fees was
appropriate and its prior auditors had concurred. At that time,
the Company said it was necessary to restate its financial
results for 2001 and the affected, second, third and fourth
quarters, as well as for the first and second quarters of 2002.
The restatements include corrections of the accounting for the
credit facility fees and other adjustments not related to the
credit facility fees that arose in connection with the re-audit
of 2001 and audit of 2002.

                  Bankruptcy Proceeding Update

As announced previously, the American HomePatient, Inc. and 24
of its subsidiaries filed voluntary petitions for relief to
reorganize under Chapter 11 of the U.S. Bankruptcy Code on
July 31, 2002. The Company's joint ventures with unrelated
parties are not part of the bankruptcy filing. The Company has
been managing its assets and operating its business in the
ordinary course as a debtor-in-possession since that date. The
Company and the Official Committee of Unsecured Creditors
appointed by the Office of the United States Trustee jointly
have proposed a plan of reorganization for the Company pursuant
to which all of the Company's creditors will be paid in full and
the shareholders of the Company will retain all of their equity
interests in the Company.

The bankruptcy filing was prompted by the impending December 31,
2002, maturity of the Company's Bank Credit Facility. Over the
last several years the Company unsuccessfully had attempted to
reach a long-term agreement with its lenders to restructure the
Bank Credit Facility and thus determined that filing the
bankruptcy cases was the best way to restructure the Company's
debt. The Company expects that the lenders will object to the
proposed plan, even though the Company's financial results have
continued to improve during the bankruptcy proceedings. The
Company and the Official Unsecured Creditors Committee believe
the proposed plan is feasible and in the best interests of all
creditors, and the plan provides for full payment to all
creditors, including the lenders. The hearing before the
Bankruptcy Court on confirmation of the jointly proposed plan is
scheduled for April 23, 2003. There can be no assurance as to
the final outcome of the bankruptcy proceedings.

American HomePatient, Inc., is one of the nation's largest home
health care providers with 285 centers in 35 states. Its product
and service offerings include respiratory services, infusion
therapy, parenteral and enteral nutrition, and medical equipment
for patients in their home. American HomePatient, Inc.'s common
stock is currently traded in the Pink Sheets under the symbol
AHOM.


ANC RENTAL: Committee Turns to CONSOR Corp. for IP Valuation
------------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
cases of ANC Rental Corporation and its debtor-affiliates sought
and obtained approval of an application authorizing it to retain
CONSOR Corporation as its intellectual property valuation
specialists, nunc pro tunc to January 13, 2003.

Timothy P. Cairns, Esq., at Young Conaway Stargatt & Taylor LLP,
in Wilmington, Delaware, explains that the Committee wants to
retain CONSOR as its intellectual property valuation specialist
because of the Firm's extensive expertise and knowledge as an
intellectual property consulting firm.  CONSOR is a leader in
trademark and patent valuations, royalty rate opinions and all
aspects of licensing.  For nearly 20 years, CONSOR has been the
only professional consulting firm devoted exclusively to
intellectual property and intangible assets.  CONSOR has the
largest proprietary index of licensing, valuation and royalty
information existing today.  CONSOR serves a broad range of
clients, including corporations, banks and investment firms,
trademark/patent owners, tax attorneys, CPA and valuation firms,
and international marketing professionals.

Mr. Cairns states that CONSOR is retained solely by the
Committee for the purpose of preparing a valuation report of the
Debtors' intellectual property and "brand name" in connection
with potential litigation with the Debtors.  All of the services
that CONSOR will provide to the Committee will be at the request
of the Committee and appropriately directed by the Committee so
as to avoid duplicative efforts among the professionals retained
in the case.  The services requested of CONSOR have been
expressly carved out of the retention of FTI as financial
advisor, so as preclude any duplication of effort.

The services that CONSOR will render to the Debtors, will
include:

     A. performing a valuation of the Debtors' trademarks and
        brand assets in these cases;

     B. preparing an informational presentation in appropriate
        form that describes the valuation of the brand assets and
        trademarks of the Debtors, the Debtors' other
        intellectual property assets, and any other information
        requested by the Committee;

     C. assisting, if requested by the Committee, in negotiations
        with prospective parties in the ongoing solvency analysis
        of the Debtors; and

     D. CONSOR may also be called upon to state their opinions as
        expert witnesses regarding their aforementioned analysis.

Mr. Cairns informs the Court that compensation will be paid to
CONSOR on an hourly basis.  CONSOR professionals charge by the
hour with the rates depending on the experience and training of
the individuals working on the task.  The hourly rates for
CONSOR professionals are:

     Chairman, CEO and other Principals      $650
     Senior Consultants                      $450
     Consultants                             $350
     Analysts                                $250

Mr. Cairns relates that CONSOR has agreed to limit their,
aggregate fee request with respect to the intellectual property
and brand valuations in support of the preparation of a total
solvency analysis to $75,000, under the assumption that the
Debtors will cooperate with CONSOR's investigation.  To the
extent that CONSOR is later required to produce documents,
participate in depositions, or testify in this matter, the
stated fee limit will not apply.  CONSOR will also be reimbursed
for all actual out-of-pocket expenses incurred in connection
with the services it renders to the Committee.

To the best of the Committee's knowledge, CONSOR does not have
any connection with the Debtors, their creditors, or any other
party in interest in these Chapter 11 cases, or with their
respective attorneys or accountants.  CONSOR believes that its
connections with the Debtors, their creditors or other parties-
in-interest are not related to the services for which each is
being retained in these cases.  Accordingly, the Committee
believes CONSOR is a "disinterested person," and that it does
not hold or represent an interest adverse to the Debtors'
estates. (ANC Rental Bankruptcy News, Issue No. 30; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


APPLIED DIGITAL: Plans to Commence 50,000 Shares Offering
---------------------------------------------------------
Under a prospectus prepared by Applied Digital Solutions, Inc.,
the Company may offer up to 50,000,000 shares of its common
stock, par value $.001 per share, utilizing a best efforts
offering of its shares, through the efforts of its officers and
directors. This means the Company is offering its shares of
common stock directly to qualified investors. In the event that
Applied Digital Solutions retains a broker dealer to assist in
the offer and sale of the shares, the Company will file a post-
effective amendment to its registration statement. The Company
has reserved the right to offer warrants exercisable for shares
of its common stock to potential purchasers. It will provide a
prospectus supplement or amendment, if necessary, to add, update
or change the information contained in the current prospectus.

The Company is offering its shares in one or more transactions
at an estimated offering price of $0.50 per share or other price
based upon the market price. There is no minimum offering of
shares that must be sold.

Applied Digital Solutions shares are included in the Nasdaq
SmallCap Market under the symbol "ADSX." On April 4, 2003, the
last reported sale price of its common stock was $0.46 per
share.

Since January 1, 2000, Applied Digital Solutions has filed
additional registration statements relating to secondary sales
of an aggregate of 222,578,333 shares of its common stock.

Applied Digital Solutions (Nasdaq: ADSX) is an advanced
technology development company that focuses on a range of life-
enhancing, personal safeguard technologies, early warning alert
systems, miniaturized power sources and security monitoring
systems combined with the comprehensive data management services
required to support them. Through its Advanced Technology Group,
the Company specializes in security-related data collection,
value-added data intelligence and complex data delivery systems
for a wide variety of end users including commercial operations,
government agencies and consumers.  Applied Digital Solutions is
the beneficial owner of a majority position in Digital Angel
Corporation (AMEX: DOC). For more information, visit the
Company's Web site at http://www.adsx.com

                             *   *   *

It was previously reported that under the terms of the Third
Amended and Restated Term Credit Agreement with IBM Credit
Corporation, Applied Digital Solutions, Inc. was required to
repay IBM Credit Corporation $29.8 million of the $77.2 million
outstanding principal balance currently owed to them, plus $16.4
million of accrued interest and expenses (totaling approximately
$46.2 million), on or before February 28, 2003.

The Company did not make the payment by February 28, 2003, and
IBM Credit Corporation notified the Company that it must make
the payment on or prior to March 6, 2003.  Applied Digital
didn't make the payment in that 7-day grace period.  Instead,
Applied Digital filed suit against IBM Credit LLC and IBM
Corporation in Florida state court.  That lawsuit charges IBM
with improperly attempting to takeover the company, conspiracy
to commit RICO violations, fraud, breach of good faith and fair
dealing, and breach of the Florida Uniform Trade Secrets
Protection Act.

Unless Applied Digital wins its lawsuit or the IBM Agreement is
restructured, Applied Digital says it is likely its business
will end.


APPLIED DIGITAL: FY 2002 Revenues Drop 36.3% to $99.6 Million
-------------------------------------------------------------
Applied Digital Solutions, Inc., is a Missouri corporation and
incorporated on May 11, 1993. Its business has evolved during
the past few years and has grown significantly through
acquisitions.  Since 1996 it has completed 51 acquisitions.
During the last half of 2001 and during 2002 the Company sold or
closed many of the businesses it had acquired that it believed
did not enhance its strategy of becoming an advanced digital
technology development company. It has emerged from being a
supplier of computer hardware, software and telecommunications
products and services to becoming an advanced technology company
that focuses on a range of life enhancing, personal safeguard
technologies, early warning alert systems, miniaturized power
sources and security monitoring systems combined with the
comprehensive data management services required to support them.
To date, it has four such products in various stages of
development. They are:

             *   Digital Angel(TM), for monitoring and tracking
                 people and objects;

             *   Thermo Life(TM), a thermoelectric generator;

             *   VeriChip(TM), an implantable radio frequency
                 verification device that can be used for
                 security, financial, personal
                 identification/safety and other applications;
                 and

             *   Bio-Thermo(TM), a temperature-sensing
                 implantable microchip for use in pets, livestock
                 and other animals.

The Company was recently delisted from the NASDAQNM, listed on
the SmallCap, and cannot provide assurances that it will be able
to maintain its listing on the SmallCap.

The Company's revenue from continuing operations for 2002 was
$99.6 million, a decrease of $56.7 million, or 36.3%, from
$156.3 million in 2001. Revenue for 2001 represents an increase
of $21.5 million, or 16.0% from $134.8 million in 2000. The
decrease in 2002 was primarily attributable to the sale or
closure of all businesses that were not cash positive or that
did not fit into Applied Digital's strategy of becoming an
advanced technology development company.  The increase in 2001
was primarily attributable to the growth through acquisitions.

Gross profit from continuing operations for 2002 was $31.9
million, a decrease of $14.6 million, or 31.4%, from $46.5
million in 2001. Gross profit for 2001 represents a decrease of
$5.8 million, or 11.1% from $52.3 million in 2000. As a
percentage of revenue, the gross profit margin was 32.0%, 29.7%
and 38.8% for the years ended December 31, 2002, 2001 and 2000,
respectively.

Selling, general and administrative expenses from continuing
operations were $66.5 million in 2002, a decrease of $35.9
million, or 35.1%, over the $102.3 million reported in 2001.
Selling, general and administrative expenses from continuing
operations increased $40.3 million in 2001, or 65.0%, over the
$62.0 million reported in 2000. As a percentage of revenue,
selling, general and administrative expenses from continuing
operations have increased to 66.5% in 2002, from 65.5% in 2001
and 46.0% in 2000.

The Company's net loss for the year ended December 31, 2002, was
$112,485, as compared to the net loss of   $215,642 for the
prior year ended December 31, 2001.  The net loss for the year
ended December 31, 2000, was $116,190.

As of December 31, 2002, cash and cash equivalents totaled $5.8
million, an increase of $2.1 million, or 56.8%, from $3.7
million at December 31, 2001. Cash used in operating activities
totaled $3.9 million, $18.0 million and $43.4 million in 2002,
2001 and 2000, respectively. In each year, cash was used
primarily to fund operating losses. By operation of the Digital
Angel Trust agreement, Applied Digital Solutions' share of
Digital Angel Corporation's net assets is effectively
restricted. Although Digital Angel Corporation and SysComm may
pay dividends, access to these subsidiaries' funds is
restricted.

Accounts and unbilled receivables, net of allowance for doubtful
accounts, decreased by $5.4 million, or 24.7%, to $16.5 million
at December 31, 2002 from $21.9 million at December 31, 2001.
The decrease was primarily as a result of the sale and closure
of businesses during 2001 and 2002.  As a percentage of 2002 and
2001 revenue, accounts and unbilled receivable were 16.6% and
14.0%, respectively.

Inventories remained relatively stable at $6.4 million at
December 31, 2002 compared to $6.2 million at December 31, 2001.

Other current assets decreased by $1.9 million, or 39.6%, to
$2.9 million at December 31, 2002 from $4.8 million at December
31, 2001. This decrease is primarily attributable to receipt of
a $0.8 million tax refund in 2002 and a decrease in prepaid
expenses.

Accounts payable decreased by $5.6 million, or 36.4%, to $9.8
million at December 31, 2002 from $15.4 million at December 31,
2001. The decrease was primarily a result of the sale and
closure of businesses during the last half of 2001 and the first
half of 2002.

Accrued interest and other expenses increased by $12.1 million,
or 70.3%, to $29.3 million at December 31, 2002 from $17.2
million at December 31,,2001.

Investing activities provided cash of $8.0 million, $2.7 million
and $18.4 million in 2002, 2001 and 2000, respectively. In 2002,
cash was provided by $3.2 million collection of notes
receivables, $4.9 million of proceeds from the sale of
subsidiaries, business assets, property and equipment, and $2.6
million was received from buyers of divested subsidiaries. Cash
was used primarily to purchase property and equipment and to
fund Discontinued Operations. In 2001, $2.8 million was used to
acquire property and equipment, offset by cash proceeds from the
sale of subsidiaries and business assets of $1.7 million,
proceeds from the sale of property and equipment of $1.3
million, collections of notes receivable of $1.3 million and a
reduction in other assets of $0.9 million. In 2000, the Company
collected $31.3 million from the purchaser of TigerTel included
in decreases in notes receivable and $0.9 million from the sale
of assets, and realized cash of $1.7 million for Company
Discontinued Operations. The sources were partially offset by
cash of $9.1 million used to acquire businesses, $8.4 million
used to acquire property and equipment, and $1.0 million for
other assets.

Financing activities (used) provided cash of ($2.8) million,
$10.9 million and $30.8 million in 2001, 2000 and 1999
respectively. In 2002, cash was used to pay $6.2 million in
notes payable and long-term debt, offset by $1.7 million
provided from issuance of common shares, $1.2 million from
collections of notes receivable for shares issued, and $1.3
million provided by increases in notes payable. In 2001, cash of
$14.0 million was obtained through notes payable, $0.6 million
was provided by long-term debt and $0.7 million was provided
from the issuance of common shares. Cash was used primarily for
stock issuance costs of $0.8 million, and payments of long-term
debt of $2.5 million. In 2000, $19.1 million was received from
the issuance of Series C preferred stock, $16.0 million was
obtained through long-term debt, $2.2 million was obtained from
net increases in notes payable and $6.1 million was obtained
through the issuance of common shares. Uses of cash in 2000
included payments of $11.6 million against long-term debt, and
$0.8 million for other financing costs.


AQUILA CANADA: S&P Downgrades Senior Unsecured Rating to B-
-----------------------------------------------------------
Fitch Ratings has withdrawn the 'B+' rating of Aquila Asia
Pacific Ltd. and downgraded the senior unsecured rating of
Aquila Canada Finance to 'B-' from 'B+'. In addition, Fitch
removes Aquila Canada Finance from Rating Watch Negative. The
Rating Outlook for Aquila Canada Finance is Negative based on
the entity's relationship with parent guarantor, Aquila, Inc.
The 'B+' senior unsecured rating of Aquila Asia Pacific is
withdrawn due to the repayment of this debt in entirety earlier
in April.

The senior unsecured rating of Aquila Canada Finance has been
downgraded to 'B-' from 'B+' to reflect the entity's dependence
on cash flows from Aquila, Inc, (rated 'B-' by Fitch) for debt
service. Aquila Canada Finance is a financing subsidiary of
Aquila Inc. that does not hold any Canadian utility operating
assets nor does it have any claim upon upstream cash flows from
the Canadian utility business. Cash flows to service debt at
Aquila Canada Finance are derived exclusively from the parent
guarantor, Aquila, Inc., and the entities are closely tied
through tax relationships, thus the rating of Aquila Canada
Finance is equal to the rating of Aquila, Inc.

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


ARMSTRONG HLDGS: Gets Nod for Employee Suit Settlement Agreement
----------------------------------------------------------------
Armstrong World Industries sought and obtained Judge Newsome's
approval to settle a class action certified by the United States
District Court for the Eastern District of Pennsylvania in cases
styled as "Dean A. Markley et al v. Retirement Committee of
Armstrong World Industries, Inc." and "Lori Shearer et al v.
Retirement Committee".  This settlement includes a contribution
by National Union Fire Insurance Company of Pittsburgh, PA,
embodied in a separate agreement.  National Union is an insurer
of the Armstrong Defendants under AWI's fiduciary liability
policy.

Ms. Booth explains that in August 2001, and July 2002,
complaints in these two class-action suits were brought
asserting claims under ERISA by participants in the Debtors'
Retirement Savings and Stock Ownership Plan of Armstrong World
Industries Inc. and who ceased to be employed by AWI as a result
of AWI's sale or divestiture of:

        (1) Armstrong Insulation Products on May 31, 2000; or
        (2) AWI's Installation Products Group on July 31, 2000.

Each of the Class Plaintiffs is a former participant in AWI's
Share in Success Plan.  In 1996, SIS was merged with AWI's
Retirement Savings Plan to form the Retirement Savings and Stock
Ownership Plan of AWI. The Defendants included the AWI
Retirement Committee, certain individual members of that
Committee, the RSSOP, Armstrong Holdings, Inc., and Mellon Bank
NA.

In August 2001, an omnibus proof of claim was filed against AWI
on behalf of the Class Plaintiffs and the class members in these
suits. The total amount of this proof of claim is $3,865,324.53.
In addition to this class proof of claim, approximately 70
individual proofs of claim relating to this suit were filed for
a total of $1,390,919.08 against AWI.

                     The Settlement Agreement

Under this settlement agreement, which concludes the class
actions suits and resolves all of the proofs of claim:

         (1) The class proof of claim will be amended to assert a
             prepetition, general, unsecured claim against AWI
             for $1,000,000;

         (2) The amended class proof of claim will be deemed to
             consist of individual claims held by class members,
             each in an amount not to exceed $10,000;

         (3) The amended class proof of claim will be treated as
             a "convenience" proof of claim under the Plan;

         (4) The amended class proof of claim will be paid as a
             Class 3 claim to be satisfied by paying $750,000,
             in cash, into the RSSOP on behalf of and to be
             credited for the accounts of individual class
             members;

         (5) The payment will be made on the earlier of five
             business days after the Effective Date, or
             December 15, 2003;

         (6) Even if AWI amends the Plan to provide for different
             treatment for Class 3 claims, this payment cannot be
             changed;

         (7) Each class member will receive a ballot entitling
             the member to vote on the Plan in an amount equal to
             that member's pro rata share in the amount of the
             class proof of claim;

         (8) The Pennsylvania Court retains exclusive
             jurisdiction to implement and enforce this
             settlement and resolve any disputes concerning it;
             and

         (9) The parties exchange mutual releases.

              The National Union and Mellon Bank Contributions

National Union and Mellon Bank will contribute sufficient funds
to bring the total settlement payment up to $1,465,000.
National Union will pay $500,000, plus interest, to counsel for
the class members. This payment will be distributed by class
counsel according to an undisclosed schedule.  This payment will
be used to satisfy:

         (1) the class plaintiffs' attorneys' fees, costs and
             expenses as approved by the Pennsylvania court;

         (2) provide incentive awards to the class plaintiffs;
             and

         (3) make payments equal to $100 times the number of
             sub-zero class members in exchange for a release.

The balance of the insurance payments will be paid to RSSOP.
Mellon will contribute $215,000 plus interest directly to RSSOP.

These Restorative Payments will be allocated on a pro rata basis
in accordance with a Plan of Distribution and placed into a
"Match Account" established for each class member in the RSSOP.
Class counsel will provide the schedule, on which the Retirement
Committee and RSSOP may conclusively rely.  Thereafter, RSSOP
may make lump sum distributions or further transfers of these
individual accounts to other pension accounts for the benefit of
class members or IRA rollover accounts.

                    The National Union Agreement

This Agreement between National Union and AWI provides that in
exchange for a release from AWI and the Armstrong Defendants of
liability for any claims that were or could have been asserted
against National Union in connection with these class actions
and the proofs of claim, National Union will make the described
contributions and pay defense costs incurred in the defense of
the class actions. (Armstrong Bankruptcy News, Issue No. 39;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


BALLANTRAE: Seeks Approval to Hire Ordinary Course Professionals
----------------------------------------------------------------
Ballantrae Healthcare, LLC and its debtor-affiliates seek
approval from the U.S. Bankruptcy Court for the Northern
District of Texas, to continue employing the professionals they
turn to in the ordinary course of business.

The Debtors report that in the ordinary course of their
businesses, they employ various professionals to render services
relating to numerous issues that arise in the Debtors'
businesses.  Prior to the Petition Date, the Ordinary Course
Professionals consisted mainly of attorneys who represent the
Debtors in various capacities.

The Debtors seek to continue the employment of the Ordinary
Course Professionals subsequent to the Petition Date without
having to file formal retention or fee applications for each of
the Ordinary Course Professionals.

On account of the number of Ordinary Course Professionals
normally engaged by the Debtors, it would be burdensome to
require each individual Ordinary Course Professional and the
Debtors to require separate application to this Court for
approval of the Ordinary Course Professional's retention.

The Debtors want to retain the Ordinary Course Professionals and
pay them 100% of the fees and disbursements not exceeding
$25,000 per month per Ordinary Course Professional.

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.


BETA BRANDS: Pursuing Restructuring Talks with Senior Lenders
-------------------------------------------------------------
Beta Brands Incorporated (TSX Venture Exchange: BBI), a leading
manufacturer and distributor of quality confectionery and bakery
products, is in discussions with its senior lenders with respect
to a consensual restructuring of the Company and its
subsidiaries. The Company anticipates that the restructuring
proposed by the senior lenders could be completed within the
next several weeks if these discussions are successful. The
senior lenders have agreed to temporarily extend the date for
payment of the interest and principal payments due on April 15,
2003 in conjunction with its senior debt facility to permit
these discussions to continue and have also agreed to waive
certain other covenants of the loan agreement for the period
ended April 15, 2003. As of April 15, 2003, the total amount
owed to Beta Brands' secured senior lenders is approximately US
$33.6 million (approximately Cdn $48.8 million).

Beta Brands also announced that its bridge financing lender has
also agreed to extend the date for payment of the interest and
principal payments due on April 15, 2003 in conjunction with its
unsecured short-term bridge loan facility to permit discussions
between the Company and its senior lenders to continue. The
amount of interest and principal deferred with respect to the
Loan is approximately US $2.6 million (approximately Cdn $3.8
million). In July 2002, the Company reported that the Loan is
for a maximum principal amount of US $3.5 million and is
provided by a company affiliated with the Company's controlling
shareholder.

As previously reported in September 2002, the Company has formed
a special committee of the Board of Directors to address the
Company's short and long-term financing requirements. Beta
Brands is dependent on the continued support of its senior
lenders of long-term debt and its lenders of bridge financing
and on the availability of a credit facility to finance its
working capital requirements.

Beta Brands is a leading manufacturer and distributor of quality
confectionery and bakery products for the Canadian, U.S. and
certain international markets. The Company markets products
under a variety of strong brand names including Breath
Savers(R), Beech-Nut(R), McCormicks(R), Mill Wheat(R),
Champagne(R), Bite-Life(R) and Goody(R). Beta Brands trades on
the TSX Venture Exchange under the symbol BBI and has
approximately 41.3 million common shares outstanding.


BETHLEHEM STEEL: ISG Confirmed as Qualified Bidder for Assets
-------------------------------------------------------------
Wednesday's confirmation of International Steel Group (ISG) as
the only qualified bidder for the assets of bankrupt Bethlehem
Steel Corp. (OTCBB:BHMSQ.OB), and the successful outcome of last
week's auction for the assets of another bankrupt steelmaker,
National Steel Corp. (OTCBB:NSTLB.OB), will solidify the trend
toward consolidation of the American steel industry, Leo W.
Gerard, President the United Steelworkers of America (USWA)
said.

"Adding Bethlehem's mills to ISG's existing operations at the
former LTV Steel and Acme Steel facilities is a second gigantic
step in the humane consolidation of the American steel industry
that our union launched last September," Gerard said. "It's a
process that will ensure a productive, well-capitalized industry
while preserving the maximum number of steelworker jobs."

Gerard noted that the outcome of Wednesday's auction in Chicago
for the assets of National Steel Corp., could be another
milestone in the consolidation process, and said that "U.S.
Steel -- which has negotiated an enlightened labor agreement for
its own operations and those of National Steel -- is the only
bidder that has such an agreement with our Union."

Gerard said, however, that federal reforms to alleviate the
mounting health care crisis is "the real solution to a crisis
that is decimating the health-care coverage of millions of
retirees, robbing every American worker of real earnings, and
undermining the competitiveness of American manufacturers.

"America is the only industrial country in the world," Gerard
said, "where workers, retirees and employers are forced to
absorb these costs, and only federal action to bring about some
form of universal coverage is going to save working families
from crushing debt and arrest the devastating decline in
manufacturing jobs."

Some 2.4 million manufacturing jobs have been lost in America
since April 1998, accounting for 90 percent of America's job
loss over the past four years. More than 200,000 retirees have
lost health-care coverage in the steel industry.


BURLINGTON: Plan Filing Exclusivity Extended Until May 31, 2003
---------------------------------------------------------------
Burlington Industries, Inc., together with its debtor-
affiliates, the Creditors' Committee and the Prepetition Lenders
have agreed to resolve the Exclusivity Motion and the Creditors'
Committee's Objection by entering into a stipulation.

The parties stipulate and agree that:

     (a) The Creditors' Committee will withdraw their Objection;

     (b) The Debtors, the Creditors' Committee and the
         Prepetition Lenders agree that the Exclusive
         Solicitation Period should be extended through
         July 31, 2003, pursuant to Section 1121(d) of the
         Bankruptcy Code;

     (c) Nothing in this Stipulation will impair or affect the
         rights of the parties or any successor-in-interest to:

          (i) seek further extensions of the Exclusive
              Solicitation Period, or

         (ii) respond or object to any extension requests.

         All rights are expressly reserved by the parties; and

     (d) In accordance with applicable law and Sections 1121(c)
         and (d) of the Bankruptcy Code, no creditor or other
         party-in-interest may file a plan of reorganization for
         the Debtors in these Chapter 11 cases during the
         Exclusive Solicitation Period.

                         *   *   *

In the light of the termination of the Berkshire Hathaway Sale,
the Court finds it appropriate to dispense with the argument on
the Debtors' request.

Accordingly, the Court extends the Debtors' exclusive right to
file a plan until May 31, 2003, and the Debtors' right to
solicit acceptances of that plan until July 31, 2003.
(Burlington Bankruptcy News, Issue No. 31; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


CALPINE: Baytown Center Named Showcase Plant at DOE Conference
--------------------------------------------------------------
Calpine Corporation (NYSE: CPN), one of North America's leading
power companies, announced that its Baytown Energy Center near
Houston has been named a "Showcase Plant" at the recent Texas
Technology Showcase 2003 Conference, sponsored by the Department
of Energy.  It was one of only seven facilities -- and the only
power generating plant -- to earn the coveted designation.

The Texas Technology Showcase highlighted technologies and
practices for reducing energy use in the chemical and refining
industries.  The Baytown Energy Center provides the nearby Bayer
Corporation chemical facility with all its electricity and steam
needs.  The remaining capacity is sold on retail and wholesale
markets.

The Baytown facility, which began operations in June 2002, is a
natural gas-fired combined-cycle, cogeneration plant capable of
producing up to 700 megawatts of clean, efficient power and
another 130 megawatts of "peaking" power during high-demand
summer months.  It is highly efficient, uses 30-40 percent less
fuel and emits far fewer pollutants than the average fossil-
fueled plant in Texas.

As a cogeneration facility, the Baytown Energy Center generates
electricity using three natural gas-fired combustion turbines in
combination with one steam turbine to generate two types of
energy -- electricity and steam -- for industrial processing and
for wholesale power customers.  This fuel-efficient technology
allows Calpine to significantly reduce fuel use, resulting in
lower energy costs and emissions.

Advanced emissions control technology makes the Baytown Energy
Center an environmentally responsible natural gas-fired
facility.  The plant emits 90 percent less nitrogen oxide, 45
percent less carbon dioxide and nearly 100 percent less sulfur
dioxide emissions than the average Texas fossil-fueled plant.
Moreover, using steam from the Baytown facility enabled Bayer to
cease operation of its boilers and achieve a reduction in
emission rates.

"We are proud that the Baytown Energy Center has been named a
Showcase plant," said Calpine's Dean Elkins, Director -
Industrial Marketing. "Fuel-efficient, natural gas-fired power
generating facilities like this will continue to help replace
older, more polluting generating plants and improve air quality
in the Houston-Galveston region.  The Baytown facility is a
clear example of Calpine's focus on producing clean, efficient,
cost-competitive power in an environmentally responsible
manner."

The Baytown Energy Center is an integral part of Calpine's
6,000-megawatt Texas power portfolio.  The company currently
owns interest in and operates ten energy centers, six of which
are cogeneration facilities serving industrial customers
including Dow, Hoescht Celanese, Lyondell Citgo and Chevron
Phillips Chemical.  Calpine has the largest, cleanest and most
fuel-efficient portfolio of natural gas-fired, combined-cycle
facilities in Texas and North America.

Sponsored by the U.S. Department of Energy and the Texas
Industries of the Future Group, Texas Technology Showcase 2003
combined technical sessions, addresses by business, political
and government leaders, special forums on selected topics, and
tours of the Showcase plants --
http://www.oit.doe.gov/showcasetexas/tech_plants.html. Topics
ranged from nitrogen oxide reduction to plant optimization,
combined heat and power, and sustainability.

Calpine Corporation is a leading North American power company
dedicated to providing wholesale and industrial customers with
clean, efficient, natural gas-fired and geothermal power
generation.  It generates and markets power through plants it
owns, operates, leases and develops in 23 states, three
provinces in Canada and in the United Kingdom.  Calpine is also
the world's largest producer of renewable geothermal energy, and
it owns approximately one trillion cubic feet equivalent of
proved natural gas reserves in Canada and the United States.
The company was founded in 1984 and is publicly traded on the
New York Stock Exchange under the symbol CPN.  For more
information about Calpine, visit its Web site at
http://www.calpine.com

                         *   *   *

As reported in Troubled Company Reporter's December 11, 2002
edition, Calpine Corp.'s senior unsecured debt rating was
downgraded to 'B+' from 'BB' by Fitch Ratings. In addition,
CPN's outstanding convertible trust preferred securities and
High TIDES were lowered to 'B-' from 'B'. The Rating Outlook was
Stable. Approximately $9.3 billion of securities were affected.

DebtTraders reports that Calpine Corporation's 10.500% bonds due
2006 (CPN06USR2) are trading between 73.5 and 75.5. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=CPN06USR2for
real-time bond pricing.


COLONIAL ADVISORY: S&P Keeps Watch on Junk-Rated Class B Notes
--------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on the
class A and B notes issued by Colonial Advisory Services CBO I
Ltd., on CreditWatch with negative implications. The rating on
the class B notes was previously lowered Nov. 12, 2002. At that
time, the rating on the class A notes was affirmed.

The CreditWatch placements reflect factors that have negatively
affected the credit enhancement available to support the notes
since the previous rating action. These factors include a
deterioration in the credit quality of the performing assets in
the collateral pool securing the notes and a decline in the
overcollateralization and interest coverage ratios.

According to the Feb. 20, 2003 trustee report, $47.4 million, or
approximately 15.9% of the total value of the collateral pool,
is in default. The report also lists class A and B
overcollateralization ratios of 123.3% and 96.4%, respectively,
well below the minimum requirements of 140.0% and 118.0%. This
compares to class A and B overcollateralization ratios of 131.8%
and 103.0%, respectively, at the time of the November 2002
downgrade.

The Feb. 20, 2003 trustee report also lists a Total Interest
Coverage Ratio of 43.3%, which contrasts sharply with a 107%
benchmark and a value of 47.9% when the transaction was last
reviewed.

As part of its analysis, Standard & Poor's will examine the
results of current cash flow runs generated for Colonial
Advisory Services CBO I Ltd. to determine the level of future
defaults the rated tranches can withstand under various stressed
default timings and interest rate scenarios, while still
maintaining their ability to pay all of the interest and
principal due on the rated notes. The results of these cash flow
runs will be compared with the projected default performance of
the performing assets in the collateral pool to determine
whether the ratings currently assigned to the class A and B
notes remain consistent with the credit enhancement available.

             RATINGS PLACED ON CREDITWATCH NEGATIVE

              Colonial Advisory Services CBO I Ltd.

                   Rating               Balance (mil. $)
      Class   To              From   Original      Current
      A       AA-/Watch Neg   AA-       325.0        229.2
      B       CCC-/Watch Neg  CCC-       64.0         70.9


CNC: Fitch Cuts Ser. 1994-1 Note Ratings to Low-B & Junk Levels
---------------------------------------------------------------
CNC's pass-through certificates, series 1994-1 classes are
downgraded by Fitch Ratings and removed from Rating Watch
Negative as follows: $23.6 million class A-1, $30 million class
A-2 and $27.7 million class A-3 to 'BB-' from 'BB+'; $9.8
million class B to 'CC' from 'CCC'; $7.8 million class C to 'C'
from 'CC'; and $7.8 million class D to 'C' from 'CC'. The
downgrades follow Fitch's review of the transaction which closed
in March 1994.

The ratings downgrades are a result of further deterioration in
the credit ratings of the largest tenant concentration, Kmart,
which comprises 51% of the pool, as well as limited information
on the underlying collateral. Fitch withdrew its corporate
ratings of Kmart in March 2003. Fitch will closely monitor
Kmart's decision to affirm or reject any more leases, and the
further effect that decision may have on this transaction.

The ratings of credit tenant lease transactions are highly
sensitive to the movements of the corporate credit ratings of
the underlying tenants. When the 51% of the pool secured by
Kmart leases were withdrawn, the resulting subordination levels
generated by Fitch's analysis necessitated the downgrades.

Fitch will continue to monitor the transaction, as surveillance
is ongoing.


CREDIT SUISSE: S&P Cuts Ratings on 3 Note Classes to B+/B/CCC
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on
classes F, G, and H of Credit Suisse First Boston Mortgage
Securities Corp.'s commercial mortgage pass-through certificates
series 1997-C1. At the same time, the ratings on classes A-1B,
A-1C, and A-2 from the same transaction are affirmed. Standard &
Poor's does not rate any other certificates in the transaction.

The lowered ratings reflect anticipated credit support erosion
upon the eventual disposition of some of the specially serviced
assets, and concerns regarding the watchlist loans, particularly
those secured by lodging properties. The affirmed ratings
reflect credit enhancement levels that adequately support the
existing ratings, after taking into account expected losses.

As of March 2003, the trust collateral consisted of 145
commercial mortgages with an outstanding balance of $1.171
billion, down from 161 loans totaling $1.354 billion at
issuance. The pool has paid down by 13.5%. The master servicer,
First Union National Bank, now known as Wachovia Securities,
reported interim or partial year 2002 net cash flow debt service
coverage ratios (DSCR) for 85% of the non-credit tenant lease
(CTL) loans. Approximately 13% of the pool is composed of CTLs
(12 loans, or 12.9% of the pool) and defeased loans (two loans,
or 0.30% of the pool). Wachovia also reported full year 2001
financial data for the net cash flow DSCRs for 79% of the non-
CTL loans. Based on this information, Standard & Poor's
calculated the DSCR for the pool at 1.69x for the partial year
2002 data, up from 1.38x at issuance and 1.66x for the full year
2001 data (excluding the CTLs and defeasance).

The current weighted average DSCR for the 10 largest loans
totaling $438 million, or 37.4% of the pool, is 1.81x for the
partial year 2002 data and 1.71x for the full year 2001 data,
compared to 1.38x at issuance. The pool has significant
geographic concentrations in the states of New York (26%),
California (14%), Florida (7%), Texas (6%), and New Jersey (5%).
There is also one lodging property located in Aruba (4% or $48
million). Significant property type concentrations include
retail (47%), lodging (18%), office (13%), multifamily (10%),
and industrial (5%).

There are nine specially serviced loans with a current combined
balance of $156 million, or 13% of the pool. There are several
loans that merit concern. The largest specially serviced loan,
the Roosevelt Raceway Shopping Center, has a balance of $47.6
million, or 4% of the pool, and is secured by a 375,531-square-
foot retail center located in Westbury, N.Y. on Long Island. It
is real estate owned (REO). Current occupancy is 77%, and the
most recent DSCR (as of Sept. 30, 2002) is 0.78x. A recent
appraisal (September 2002) valued the property as is at $49.2
million.

The second largest specially serviced loan, Schwegmann, has a
current balance of $46.7 million (or 4% of the pool). The
original balance was $66 million, which was reduced by the
liquidation of six of the original 15 Schwegmann Giant
Supermarkets (plus a distribution warehouse), which served as
collateral for the original loan until Schwegmann declared
bankruptcy in 1999. An additional four properties are expected
to be auctioned shortly, the proceeds of which will be used to
further pay down the debt. There are six re-leased operating
grocery stores whose cash flows support the remaining debt. The
special servicer, Lennar Partners Inc., estimates that the
remaining debt can be serviced by some combination of those cash
flows and approximately $4.5 million available in reserves can
be used to cover any monthly shortfalls between the properties'
cash flows and the final remaining debt. The loan is current.

The third largest specially serviced loan, the Airlines Parking
loan, has a balance of $19.5 million, or 2.2% of the pool, and
is secured by two off-site airport parking lots with
approximately 8,400 spaces located outside the Detroit
Metropolitan Airport. The loan has just recently been brought
current, but has a poor payment history. The remaining specially
serviced loans consist of troubled lodging and cinema
properties.

The servicer's watchlist includes 30 loans totaling $205 million
(17% of the pool). The largest loan on the watchlist, Hyatt
Aruba, for $48 million (4.1%), has a DSCR of 0.91x as of Dec.
31, 2002, down from 1.30x in 2001. Occupancy has fallen to 71%
in 2002 from 75% in 2001 and the Average Daily Rate (ADR) has
also fallen 6.5% to $245.52 for 2002 from $262.72 for 2001.
While the property is noted to be in excellent condition, the
effects of Sept. 11 and the war in Iraq, combined with the
difficulties in the economies of South America, from which the
property draws a considerable number of clients (Aruba is
approximately 20 miles off the coast of Venezuela), have all
taken their toll on this leisure property. In addition, there
are several other troubled lodging properties that appear on the
watchlist, which total approximately $36 million, or 3% of the
pool.

Based on discussions with Wachovia and Lennar, Standard & Poor's
stressed various loans in the mortgage pool as part of its
analysis. The expected losses and resultant credit levels
adequately support the rating actions.

                        RATINGS LOWERED

        Credit Suisse First Boston Mortgage Securities Corp.
        Commercial mortgage pass-thru certs series 1997-C1

                     Rating
           Class   To        From      Credit Enhancement
           F       B+        BB                     6.59%
           G       B         BB-                    5.44%
           H       CCC       B                      3.12%

                        RATINGS AFFIRMED

        Credit Suisse First Boston Mortgage Securities Corp.
        Commercial mortgage pass-thru certs series 1997-C1

           Class      Rating      Credit Enhancement
           A-1B       AAA                     34.10%
           A-1C       AAA                     34.10%
           A-2        AAA                     34.10%


DELTA AIR LINES: Lauds Federal Reimbursement Legislation Passage
----------------------------------------------------------------
Delta Air Lines (NYSE: DAL) Chairman and Chief Executive Officer
Leo F. Mullin expressed Delta's appreciation to President George
W. Bush and the United States Congress for their quick action to
reimburse airlines with $2.9 billion for security costs and to
provide extended unemployment benefits to airline and other
employees.

"This is a very welcome and important step as we continue the
public-private partnership that has vastly improved security for
air travelers," Mullin said.  "This federal reimbursement for
security costs will allow our industry increased flexibility to
deal with issues of cost, competition and capacity that are
solely ours to address.

"Through its action, Congress has taken an important first step
in recognizing that the federal government should bear the costs
for national security in the airline industry, just as it does
in other sectors of our economy.  That acknowledgement will
lead, hopefully, to permanent action to relieve the industry of
security costs in the future."

President Bush Wednesday signed a close to $80 billion emergency
supplementary appropriations bill which included $3.5 billion in
assistance to airlines and airports, and extended unemployment
benefits for airline and other workers. Of the approximately
$2.9 billion allocated for U.S. airlines, Delta expects to
receive approximately $400 million.

During the past year, Mullin testified twice before Congress on
behalf of the industry as it sought relief from costs associated
with mandated security programs put in place since Sept. 11,
2001.  In addition, he and other industry leaders held dozens of
meetings with Administration and Congressional leaders to
explain the need for government reimbursement of national
security costs, as with other sectors of the economy.

"Our industry appreciates the willingness of the Administration
and Congress to listen to our thoughts and concerns and to take
this action now," Mullin said.  "It reflects an understanding of
the impact of mandated security costs on airlines, and
represents appropriate relief to mitigate the associated
financial harm."

The legislation also requires that the cash compensation for the
two top executives in the six major U.S. airlines be limited
until April 2004 to their base salary level on April 1, 2003.
At Delta, these limitations affect Mullin and Frederick W. Reid,
Delta president and chief operating officer.

Delta Air Lines, the world's second largest airline in terms of
passengers carried and the leading U.S. carrier across the
Atlantic, offers 5,382 flights each day to 423 destinations in
77 countries on Delta, Song, Delta Express, Delta Shuttle, Delta
Connection and Delta's worldwide partners.  Delta is a founding
member of SkyTeam, a global airline alliance that provides
customers with extensive worldwide destinations, flights and
services.  For more information, please go to
http://www.delta.com


DYNEGY: S&P Affirms B Credit Rating over Restructured Bank Loans
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit ratings on Dynegy Inc., and its subsidiaries and removed
the ratings from CreditWatch with negative implications. The
outlook is negative.

Standard & Poor's also assigned its 'B+' rating to Dynegy
Holdings Inc.'s (a Dynegy subsidiary) new $1.66 billion senior
secured credit facility.

The Houston, Texas-based company has $5.454 billion of debt
outstanding.

The CreditWatch removal reflects the successful restructuring of
two revolving bank loans coming due in April and May 2003 and a
third bank loan related to a communications operating lease.

"The successful completion of the new bank facility relieves
some concerns regarding Dynegy's liquidity position because it
renews a significant amount of bank line capacity. However, the
negative outlook reflects our uncertainty regarding Dynegy's
ability to generate sustainable cash flow, given the current
environment in electric generation, as well as the price
volatility in gathering and processing of natural gas liquids,"
said Standard & Poor's credit analyst John Kennedy.

"Given the firm's current weak financial profile, adverse
economic conditions could result in thinner margins on
generation and gathering and processing of natural gas liquids,
which, in turn, could stress Dynegy's ability to produce
reliable cash flow and meet debt service obligations,"
added Mr. Kennedy.

Standard & Poor's also said that rating stability and/or upward
ratings momentum is principally predicated on the predictability
and sustainability of cash flows to meet debt service
obligations commensurate with the level of risk inherent in the
company's business strategy.

The 'B+' secured bank loan rating is supported by Standard &
Poor's analysis that the quality and dollar value of the
collateral package underpinning the $1.66 billion senior secured
credit facility indicates a strong likelihood of substantial
recovery of principal in the event of a default or bankruptcy.

DebtTraders says that Dynegy Inc.'s 7.450% bonds due 2006
(DYN06USR1) are trading between 80.5 and 82.5. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=DYN06USR1for
real-time bond pricing.


EAST COAST POWER: S&P Keeps Watch on BB+ Senior Secured Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB+' rating on
East Coast Power LLC's senior secured notes on CreditWatch with
positive implications following the announcement that El Paso
Merchant Energy, a business unit of El Paso Corp.
('B+'/Negative), has executed an agreement to sell its 99%
interest in East Coast Power to GS Linden Power Holdings LLC, a
subsidiary of The Goldman Sachs Group Inc. ('A+'/Stable/A-1),
for $456 million in cash.

East Coast Power owns a gas-fired, combined-cycle cogeneration
facility located in Linden, New Jersey with aggregate capacity
of 940 MW. This includes the 775 MW (average capacity) Linden 1-
5 plant, which was completed in 1992, and the 165 MW Linden 6
plant, which was completed in January 2002. All of East Coast
Power's revenues currently come from the Linden facility.

The 'BB+' rating on East Coast Power is currently a cap on the
rating as a result of the ownership of that entity by El Paso.
"The transfer of ownership to Goldman Sachs will allow East
Coast Power to be rated at its 'BBB-' stand-alone credit
quality," said credit analyst Scott Taylor. "Barring any prior
changes to East Coast Power's stand-alone credit quality, we
will raise the rating on East Coast Power's senior secured
notes to 'BBB-' upon closing of this transaction." The outlook
will be stable. Closing is subject to regulatory approvals, and
is expected within 90 days.

Standard & Poor's expects that the change of ownership will not
substantially affect operations of the facilities.  General
Electric will continue to operate and maintain the facilities as
part of its long-term contract, and Goldman Sachs expects to
hire some existing employees to continue to manage the assets.

In most circumstances Standard & Poor's will not rate the debt
of a wholly owned subsidiary higher than the rating of the
parent. Exceptions can be made, and were in this case, on the
basis of the cumulative value provided by enhancements, such as
structural protections, covenants, and an independent director,
in conjunction with the stand-alone credit quality of the
entity, which supports such elevation. These provisions served
to make East Coast Power bankruptcy-remote from El Paso Corp.,
which has weaker credit quality, and allowed for a three-notch
elevation of East Coast Power's rating above that of El Paso
Corp. It is unclear at this point whether and to what extent
these provisions will remain in place.  However, this will only
become a credit issue if Goldman Sachs' credit quality
deteriorates to a level below 'BBB-', or if Goldman Sachs
were to sell a substantial portion (i.e., greater than 80%) of
its interest in East Coast Power to an entity rated below
'BBB-'.


ELCOM INT'L: Taps Cap Gemini E&Y as Preferred Systems Integrator
----------------------------------------------------------------
Elcom International, Inc. (OTC Bulletin Board: ELCO), a leading
international provider of remotely-hosted eProcurement and
private eMarketplace solutions, announced that Cap Gemini Ernst
& Young UK plc will become the Preferred Systems Integrator for
Elcom's eProcurement and eMarketplace systems and offer Business
Continuity Services to Elcom's clients.

Robert J. Crowell, Elcom International's Chairman and CEO, said,
"As the prime contractor for our eProcurement license with the
Scottish Executive (Government of Scotland), CGE&Y is well aware
of Elcom's robust eSourcing technology. The expansion of the
relationship will provide more opportunities to work together
with our mutual customer base. In addition CGE&Y will provide
disaster recovery and optional business continuity services for
our clients, creating a 100% "live" back up system for our
clients."

Robert J. Crowell continued, "We also expect to see our
relationship expand as we are introduced to various Cap Gemini
Ernst & Young Group business segments and practices in North
America. Our current strong foothold in public utilities is a
good example. We are looking forward to a very long and mutually
beneficial relationship with CGE&Y."

Caroline Booth Vice President responsible for Strategic Sourcing
and eProcurement for Cap Gemini Ernst & Young in the UK said,
"We have been working with Elcom's Pecos ASP technology for 3
years and our clients have expressed their satisfaction with the
application service's ease of use and ease of implementation. As
a result we are committed to extending the relationship into the
provision of Business Recovery Services for Elcom's current and
future customers."

The Cap Gemini Ernst & Young Group is one of the world's largest
providers of Consulting, Technology and Outsourcing services.
The company helps businesses implement growth strategies and
leverage technology. The organization employs approximately
53,000 people worldwide and reported 2002 global revenues of
7.047 billion euros.

More information about individual service lines, offices and
research is available at http://www.cgey.com

Elcom International, Inc., (OTC Bulletin Board: ELCO) is a
leading international provider of remotely-hosted eProcurement
and private eMarketplace solutions. Through its elcom, inc.
subsidiary, Elcom's innovative remotely-hosted technology
establishes the next standard of value and enables enterprises
of all sizes to realize the many benefits of eProcurement
without the burden of significant infrastructure investment and
ongoing content and system management. PECOS Internet
Procurement Manager, elcom, inc.'s remotely-hosted eProcurement
and eMarketplace enabling platform was the first "live"
remotely-hosted eProcurement system in the world. Additional
information can be found at http://www.elcominternational.com

As reported in Troubled Company Reporter's March 18, 2003
edition, the Company announced its December 31, 2002 balance
sheet shows a working capital deficit of about $500,000, while
total shareholders' equity has shrunk to about $1.6 million from
about $11 million at the year-ago date.

The Company continues in its efforts to seek a strategic partner
or investor(s) for the purpose of raising additional capital.
Alternatively, the Company may seek to sell certain assets
and/or rights to its technology in certain specific vertical
markets and/or geographies. The Company believes that it has
sufficient liquidity to fund operations into April 2003 without
additional working capital becoming available.


EL PASO: Completes Bank Facilities' Restructuring & Refinancing
---------------------------------------------------------------
El Paso Corporation (NYSE: EP) has completed an important
objective of its 2003 operational and financial plan by
refinancing and restructuring its major bank facilities.

"We are pleased with the support provided by our bank group that
allowed for the completion of this important step in our
operational and financial plan well ahead of schedule," said
Ronald L. Kuehn, Jr., chairman and chief executive officer of El
Paso Corporation. "These facilities provide significant value to
all of our stakeholders as they further improve the company's
liquidity position while simplifying and strengthening our
balance sheet. They are designed to provide the company with the
flexibility to aggressively reduce our leverage with our cash
flow from operations and the proceeds from our asset sales
program over the remainder of 2003 and 2004."

                      New Credit Facilities

The company has entered into a $3-billion revolving credit
facility due June 2005, which replaces the company's previous
$3-billion facility that had a one-year term-out option to May
2004. El Paso's existing $1-billion revolving facility, which
matures in August 2003, and approximately $1 billion of other
bank facilities (including leases, letters of credit and other
facilities) will remain in place with no change in maturity.
However, the key financial covenants of these facilities have
been conformed to the $3-billion facility and they will share in
the collateral being provided to that facility.

In addition, the company restructured its approximately $750-
million remaining outstanding Clydesdale preferred interests as
a term loan that will amortize in equal quarterly amounts over
the next two years. The term loan is secured by the assets
currently supporting the Clydesdale transaction, consisting of a
production payment from El Paso, various natural gas and oil
properties, and El Paso's equity ownership in Colorado
Interstate Gas Company.

The $3-billion facility and the other bank facilities are
secured by El Paso's equity interests in all of its 100-percent-
owned pipelines (with the exception of Southern Natural Gas),
the common and Series C units in El Paso Energy Partners that
are currently owned by El Paso Corporation, and the equity
interests in the El Paso subsidiaries that own the property
securing the term loan. All of the facilities have a borrowing
cost of LIBOR plus 350 basis points and letter of credit fees of
350 basis points. The key financial covenant in the facilities
is a requirement for the company to maintain debt to total
capitalization not in excess of 75 percent, as defined in the
facilities.

      Next Steps of El Paso's Operational and Financial Plan

"With the completion of this new bank facility, our recent
agreement in principle to resolve the principal claims arising
from the Western energy crisis, and the continuing progress of
our 2003 non-core asset sale program, we have made significant
strides toward the completion of the repositioning of El Paso,"
Mr. Kuehn added. "We are now focusing on the critical next steps
of our operational and financial plan, including aggressive cost
reductions, recovery of significant portions of our cash
collateral, debt reduction, and other actions."

These actions include:

-- Targeting at least $250 million of additional pre-tax cost
    savings and business efficiencies beyond the $150 million
    previously announced by the end of 2004;

-- Working to recover as promptly as practicable cash collateral
    currently committed to the company's trading, petroleum,
    refining, and other businesses; and

-- Reducing the company's obligations senior to common stock by
    at least $2.5 billion by the end of 2003.

El Paso's Board of Directors has formed a strategic planning
committee to ensure that El Paso maximizes all opportunities
inherent in its core businesses as the company moves forward
with the 2003 operational and financial plan.

"Our Board of Directors is committed to continuing the progress
we have made under our plan in order to enhance the value of El
Paso," Mr. Kuehn continued. "As we move beyond the repositioning
phase of our plan, we will quickly and aggressively take actions
to maximize value for all our shareholders."

                     Financing Activity Update

In order to further simplify its balance sheet, since year-end
2002 El Paso has:

-- Refinanced the Clydesdale and Trinity River preferred
    interests of consolidated subsidiaries and restructured the
    related cash restrictions;

-- Issued $700 million in senior unsecured notes at Southern
    Natural Gas Company and ANR Pipeline Company;

-- Issued a $1.2-billion two-year guaranteed term loan secured
    by certain of the company's natural gas and oil properties;

-- Repaid the $1-billion Limestone Notes in March; and

-- Extended the maturity of its $3-billion revolving credit
    facility through mid-year 2005.

To continue that process, the company expects to:

-- Purchase the third-party equity in its Electron investment
    for $175 million in the second quarter of 2003, resulting in
    the consolidation of the assets and liabilities within that
    entity;

-- Purchase the third-party equity in our Gemstone investment
    for $50 million in the second quarter of 2003, resulting in
    the consolidation of the assets and liabilities within that
    entity; and

-- Repay the $1.2-billion two-year term loan issued in February
    2003 through the issuance of longer-term debt in the capital
    markets in the second or third quarter of this year to
    eliminate the amortization requirements of that financing in
    2004 and 2005.

"We have significantly improved our liquidity over the last
several months," said D. Dwight Scott, executive vice president
and chief financial officer of El Paso Corporation. "While we
will continue to manage our liquidity carefully, our focus in
the coming months will be on implementing the additional steps
of our plan that will strengthen our financial position and
reduce debt at the company."

In addition, the company filed the credit agreements and related
documents with the SEC Wednesday in a Form 8-K.

El Paso Corporation is the leading provider of natural gas
services and the largest pipeline company in North America. The
company has core businesses in pipelines, production, midstream
services, and power. El Paso Corporation, rich in assets and
fully integrated across the natural gas value chain, is
committed to developing new supplies and technologies to deliver
energy. For more information, visit http://www.elpaso.com

                        EL PASO CORPORATION
               $3 BILLION REVOLVING CREDIT FACILITY
                             SUMMARY

Transaction: A $3 billion secured revolving credit facility
              with a $1.5 billion Letter of Credit sublimit.

Maturity:    June 30, 2005.

Purpose:     This transaction refinances the existing
              $3 billion 364-day revolving credit facility.

Borrowers:  There are four borrowers under the new revolving
             credit documents:

                -- El Paso Corporation
                -- ANR Pipeline Company
                -- El Paso Natural Gas Company
                -- Tennessee Gas Pipeline Company

Guarantors: -- Guarantee by El Paso and the Subsidiary
             Guarantors (which include American Natural
             Resources Company, El Paso CNG Company,
             L.L.C., El Paso Tennessee Pipeline Co., and
             the legal entities that directly own the
             pledged equity interest)

             -- Pipeline Company Borrowers are only liable
             for the amount each Pipeline Company Borrower
             borrows.

             -- El Paso Natural Gas Company and Tennessee Gas
             Pipeline Company will continue as joint and
             several guarantors for approximately 120 days
             post closing and until completion of certain
             conditions.

Collateral: The Secured Obligations to be equally and
             ratably secured by the Collateral listed on
             Annex I.

Optional Prepayments: Permitted.

Mandatory Commitment

Reductions/Prepayments: Mandatory commitment reductions and/or
                         prepayments will be required with
                         respect to (i) the sale or disposition
                         of the Series A Common Units and Series
                         C Units of El Paso Energy Partners, L.P.
                         that are pledged as Collateral (ii) the
                         sale or disposition of pledged equity
                         interests and (iii) subject to
                         materiality thresholds and the failure
                         to reinvest proceeds in FERC-regulated
                         assets with respect to the Pipeline
                         Company Borrowers within specified time
                         periods, the sale or disposition of
                         assets of the designated subsidiaries
                         that are related to the subsidiary
                         Guarantors.

Fees: Commitment fees of 75 bps per annum.

Applicable Rate: The applicable rate on all borrowings and
                  issued LC's is LIBOR plus 350 bps.

Key Financial Covenants: El Paso shall not permit the ratio of
                          consolidated Debt and Guaranties of El
                          Paso and its consolidated Subsidiaries
                          (without duplication and determined as
                          to all of the foregoing entities on a
                          consolidated basis) to Capitalization
                          of El Paso and its consolidated
                          Subsidiaries (without duplication and
                          determined as to all of the foregoing
                          entities on a consolidated basis) to
                          exceed 75%.  Each Pipeline Company
                          Borrower shall not, and shall not
                          permit its consolidated Subsidiaries
                          to, incur Debt or liabilities under
                          Guaranties if, after giving effect
                          thereto, the ratio of consolidated Debt
                          and Guaranties of such Pipeline Company
                          Borrower and its consolidated
                          Subsidiaries to EBITDA would exceed 5
                          to 1. The proceeds of any such Debt or
                          Guaranties are to be used only for
                          maintenance and expansion expenditures
                          or investments in other FERC-regulated
                          assets (other than acquisitions of
                          other companies or business divisions).

                            ANNEX I
             COLLATERAL FOR THE SECURED OBLIGATIONS

The equity interest in each of the Subsidiaries of El Paso as
described below, together with the EPN Units, will be pledged as
Collateral for the $3 Billion Facility and the other Secured
Obligations:

Tennessee Gas Pipeline Related Collateral Pledge of 100% of the
outstanding equity interests in Tennessee Gas Pipeline Company.

Bear Creek Storage Related Collateral Pledge of 100% of the
outstanding equity interests in Tennessee Storage Company, which
owns 50% of the outstanding equity interests in Bear Creek
Storage Company. Pledge of 100% of the outstanding equity
interests in Southern Gas Storage Company, which owns 50% of the
outstanding equity interest in Bear Creek Storage Company.

ANR Pipeline Related Collateral Pledge of 100% of the
outstanding equity interests in (i) ANR Pipeline Company and
(ii) ANR Storage Company.

EPNG Pipeline Related Collateral Pledge of 100% of the
outstanding equity interests in El Paso Natural Gas Company.

Mojave Pipeline Company Related Collateral Pledge of 100% of the
outstanding equity interests in El Paso Mojave Pipeline Company,
which owns 50% of the outstanding equity interests in Mojave
Pipeline Company. Pledge of 100% of the outstanding equity
interests in EPNG Mojave Inc., which owns 50% of the outstanding
equity interests in Mojave Pipeline Company.

Wyoming Interstate Related Collateral Pledge of 100% of the
outstanding equity interests in (i) CIG Gas Supply Company,
which owns the sole general partner interest in Wyoming
Interstate Company Ltd.; and (ii) Wyoming Gas Supply Inc., which
owns the sole limited partner interest in Wyoming Interstate
Company Ltd.

Mustang (Clydesdale) Related Collateral (CIG Pipeline) Pledge of
100% of the outstanding equity interests in Noric Holdings III,
L.L.C., which is the owner of 100% of the outstanding equity
interests in Colorado Interstate Gas Company.

Mustang (Clydesdale) Related Collateral (Non-CIG Pipeline)
Pledge of 100% of the outstanding equity interests in Noric
Holdings I, L.L.C. and Noric Holdings IV, L.L.C., which owns
directly 100% of the outstanding equity interests in the
entities that hold the natural gas and oil assets and production
payments within the Mustang structure.

El Paso Energy Partners, L.P. Units Pledge of 11,674,245 Series
A Common Units and 10,937,500 Series C Units issued by El Paso
Energy Partners, L.P.

                       EL PASO CORPORATION
                     $753 MILLION TERM LOAN
                            SUMMARY

Transaction: A $753 million amortizing secured term loan.

Maturity:    February 7, 2005

Purpose:     To refinance the remaining $753 million Clydesdale
              preferred interests.

Borrowers:   There are four borrowers:

                -- Noric Holdings, LLC
                -- Noric Holdings I, LLC
                -- Noric Holdings III, LLC
                -- Noric Holdings IV, LLC

Guarantor:   El Paso Corporation.

Collateral:  The loan is equally and ratably secured by the
              assets pledged in the existing Clydesdale
              transaction which consist of a production payment
              from El Paso, various oil and natural gas
              properties, and El Paso's equity ownership interest
              in Colorado Interstate Gas Company.

Optional Prepayments: Permitted.

Amortization: $100,000,000 due quarterly through November, 2004.
               Remaining amounts are due on the final payment
               date, February 7, 2005.

Applicable Rate: At closing, the applicable rate all borrowings
                  Is LIBOR plus 396 bps

Covenants:  Similar to existing Clydesdale Covenants and
             modified, as it relates to El Paso, to conform to
             El Paso's $3 billion revolving credit facility.

El Paso Corp.'s 6.950% bonds due 2007 (EP07USR1) are trading at
83 cents-on-the-dollar. For real-time bond pricing, go to
http://www.debttraders.com/price.cfm?dt_sec_ticker=EP07USR1


EMAGIN CORP: Dec. 31 Balance Sheet Insolvency Widens to $13 Mil.
----------------------------------------------------------------
eMagin Corporation (AMEX:EMA) reported results for its fourth
quarter and full year ended December 31, 2002.

Revenue for the fourth quarter ended December 31, 2002 was $1.20
million, up 17% compared to revenue for the fourth quarter of
2001, and up sequentially 142% from the third quarter of 2002.
The company reported a net loss for the fourth quarter of 2002
of $1.67 million, or $0.05 per share, a 70% improvement when
compared to the net loss for the fourth quarter of 2001 of $5.58
million, or $0.22 per share.

For the twelve months ended December 31, 2002, revenues were
$2.13 million and the net loss was $14.91 million, or $0.51 per
Common Share, as compared to revenue of $5.85 million with a
loss of $68.49 million, or $2.73 per share, for the 2001 fiscal
year. This represents a reduction in revenue of 64%, and a
reduction in loss of 78%. The revenue reduction was primarily
based on the company transitioning from contract R&D to product
sales, under a highly constrained working capital situation.
2002 product sales revenue increased to $1.29 million in 2002
from $0.84 million in 2001, a 53% increase, representing the
beginning of eMagin's shift from primarily government contracts
to product sales. Expenses were reduced significantly during
2002 as a result of cost cutting measures including staff
reductions in 2001, as well as smaller writedowns of intangibles
and goodwill during 2002.

The Company's December 31, 2002 balance sheet shows a working
capital deficit of about $13 million and a total shareholders'
equity deficit of about $13 million.

"In the fourth quarter, we continued to successfully work with
our customers to build the market demand for our award winning
OLED microdisplays while improving our yields and cost
structure," said Gary Jones, eMagin's chief executive officer,
and president. "Considerable progress was made in microdisplay
product refinements. We managed to increase our display product
revenue by improving efficiency and working closely with key
customers. Yet, in spite of the increasing demand for our
products, 2002 was a difficult year in which we struggled
without adequate supplies and working capital. Restructuring of
debt and payables to prepare the company for a potential
recovery has been a challenging and ongoing task, but we now
have a leaner cost structure and we expect to achieve a more
efficient business with a more effective organizational
framework during 2003."

Mr. Jones continued, "We have a backlog of approximately $27
million in purchase agreements and purchase orders to fill, and
we continue to see robust new business prospects for our OLED
microdisplay products. The opportunities for entertainment game
systems, industrial applications, and the military are all
moving forward solidly, and we continue to maintain our
technology leadership and deepen our relationship with key
customers to take the technology and the market to the next
level of deployment. While our lack of financial resources in
2002 and early 2003 is likely to continue to constrain the
company until resolved, the opportunity for eMagin's business
plan to succeed appears to improving, and we remain committed to
examining all options available to rectify our financial
situation."

eMagin, the first company worldwide to commercialize active
matrix OLED-on-silicon microdisplays, is currently providing
full color SVGA+ resolution microdisplays with 1.53 million
picture elements and stereovision-capable SVGA-3D microdisplays
with 1.44 million picture elements. OLED microdisplays offer a
number of advantages over current liquid crystal microdisplays,
including increased brightness, lower power consumption, less
weight, faster response time, and angular emission
characteristics more suitable for optical systems offering wide
fields of view. Because the emissive OLED microdisplay requires
no backlight and has system functionality built into the
display, the entire system is more compact than previous high-
resolution display systems. All the imaging data is stored at
each pixel between frames, eliminating the flicker and breakup
observed on many other display systems when the user is actively
mobile.

Selected highlights of the year 2002 include:

-- Announced selection of its OLED microdisplay for the Helmet
Mounted Display for the US Army Land Warrior Program. Land
Warrior, a core program in the Army's drive to digitize the
battlefield, is an integrated digital system that incorporates
computerized communication, navigation, targeting, and
protection systems for use by the twenty-first century infantry
soldier. Kaiser Electro-Optics, a Rockwell Collins company and
the principal contractor for the US Army HMD system, and eMagin
are applying their respective expertise in HMD and imaging
technology to develop rugged, yet lightweight and energy
efficient military systems.

-- Announced that Liteye selected eMagin's high resolution SVGA+
OLED microdisplays for the wearable computer applications it
will manufacture under a license agreement with IBM and in
innovative thermal imaging products which can detect objects in
total darkness as well as harsh combat and environmental
conditions, and pinpoints heat generating objects through smoke,
fog, dust, and total darkness. Liteye disclosed that it had
begun shipping products using eMagin's display technologies to
over 25 of its industrial and military customers with excellent
feedback.

-- Announced that ROHM Company LTD, one of the largest Japanese
semiconductor and electronic component manufacturers, had made a
strategic investment in eMagin to purchase shares and warrants
to purchase additional shares for an investment of $1 million. .

-- Presented the first US showing of a binocular headset with
built-in stereovision capability. The integrated SVGA-3D OLED is
the world's first display to have left and right eye
stereovision capability embedded directly in the display
substrate, an advancement which will reduce cost, weight, and
power requirements for OEM customers who are building
stereovision PC games, CAD systems, and simulation systems for
consumer, industrial, and military applications.

-- Demonstrated the world's first binocular headset with
combined real-time 3D and headtracking. The headtracker allows a
high degree of user immersion, with the 3D graphic environment
changing real time as the player moves his or her head.

-- Presented the first public showing of eMagin's SVGA+ See-
Through OLED display. The see-through display provides a green
emitter image through a combiner optic with luminance capability
of over 1,000 cd/m2 for potential applications including
military targeting and industrial overlay.

-- Technical innovations included a patent for a "sandwich"
structure device which can significantly increase lifetime and
luminance in OLED displays. The invention is potentially most
useful in manufacturing OLED displays that require operation at
high luminance levels, such as aircraft HMDs and sunlight-
readable displays, or in applications with frequent long-term
fixed image patterns such as instrument displays.

-- Announced receipt of Dual Use Science and Technology
Achievement Award from the Department of Defense, recognizing
key technology eMagin has developed in cooperation with the US
Air Force for development of a high performance imaging display
to be integrated in military helmet-mounted display systems.

-- Announced receipt of Electronic Products Product-of-the-Year
Award for the development of the SVGA+ high-resolution active
matrix OLED microdisplay, designating the display as one of the
most significant of the thousands of new products introduced
during the year, based on advances in technology or its
application, a decided innovation in design, or a substantial
gain in price-performance.

The world leader in organic light emitting diode-on-silicon
technology, eMagin combines integrated circuits, microdisplays,
and optics to create a virtual image similar to the real image
of a computer monitor or large screen TV. eMagin invented the
award-winning SVGA+ and SVGA-3D OLED microdisplays, the world's
first single-chip color video OLED microdisplay and embedded
controller for advanced virtual imaging. eMagin's microdisplay
systems are expected to enable new mass markets for wearable
personal computers, wireless Internet appliances, portable DVD-
viewers, digital cameras, and other emerging applications for
consumer, industrial, and military applications. OLED
microdisplays demonstrate performance characteristics important
to military and other demanding commercial and industrial
applications including low power consumption, high brightness
and resolution, wide dimming range, wider temperature operating
ranges, shock and vibration resistance, and insensitivity to
high G-forces. eMagin's corporate headquarters and microdisplay
operations are co-located with IBM on its campus in East
Fishkill, N.Y. Optics and system design facilities are located
at its wholly owned subsidiary, Virtual Vision, Inc., in
Redmond, WA. Additional information is available at
http://www.emagin.com


ENRON CORP: Court Okays 2nd Modification to Leboeuf's Retention
---------------------------------------------------------------
Enron Corporation and its debtor-affiliates sought and obtained
Court approval to expand the scope of LeBoeuf, Lamb, Green &
MacRae, LLP's retention, nunc pro tunc to November 1, 2002, as
Enron Corporation and its debtor-affiliates' special counsel for
the continued representation in or with respect to matters that
LeBoeuf has historically handled for the Debtors or where it has
unique expertise, like the sale or assignment of retail and
wholesale power contracts, certain state and federal regulatory
matters, to expand the scope of the retention nunc pro tunc to
November 1, 2002. In addition, the Debtors obtained the Court's
authority to pay LeBoeuf its customary hourly rates as they may
be adjusted from time to time for services rendered and to
reimburse its out-of-pocket expenses.

Irena M. Goldstein, Esq., at LeBoeuf, Lamb, Greene & MacRae,
LLP, in New York, relates that recently the Debtors asked
LeBoeuf to represent them in connection with certain additional
matters:

A. Certain Enron Broadband Services Matters

      The Debtors want LeBoeuf to represent Enron Broadband
      Services, Inc. in connection with the sales of assets and
      negotiation and documentation of settlements of various EBS
      contracts.  While LeBoeuf has not historically represented
      EBS on these types of transactions or matters prepetition,
      this type of work is substantially similar to the contract
      sale and settlement work it has been handling for other
      Enron entities in these cases, namely Enron Energy
      Services, Inc. and Enron Power Marketing, Inc.  While the
      Debtors believe that these matters are likely within the
      scope of the matters for which it has been retained by the
      Debtors in these cases, the Debtors seek a Court order out
      of abundance of caution.

B. Adversary and Litigation Matters

      The Debtors ask LeBoeuf to represent Enron North America
      Corp., Enron Power Marketing, Inc. and Enron Corp. in
      adversary proceedings currently pending, or potentially to
      be commenced depending on the outcome of various settlement
      discussions, as well as in certain cases related to state
      or federal district court litigation matters.  These
      matters include litigation involving the Debtors'
      prepetition relationships with lenders, power purchasers
      and sellers, issuers and beneficiaries of letters of credit
      and similar types of adversary or litigation matters.
      While LeBoeuf has historically provided substantial
      services to these Debtors, it has not historically provided
      substantial litigation services for the Debtors outside the
      regulated energy arena. Certain of these requests for
      LeBoeuf to provide services of the Litigation Matters arise
      from the Debtors' desire to transfer responsibility for the
      particular matter from another law firm to LeBoeuf and
      other new matters that the Debtors have requested it to
      handle in certain cases due to conflicts of other counsel
      in these cases.

Ms. Goldstein reports that LeBoeuf agreed to undertake these
representations.  So as not to have any duplication of
responsibilities, LeBoeuf will coordinate its efforts with Weil,
Gotshal & Manges. (Enron Bankruptcy News, Issue No. 62;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


EXIDE TECH: Wants Approval for Hamburg Superfund Stipulation
------------------------------------------------------------
Kathleen Marshall DePhillips, Esq., at Pachulski Stang Ziehl
Young Jones & Weintraub, P.C., in Wilmington, Delaware, relates
that prior to the Petition Date, the United States of America
brought a suit against Exide Corporation in the United States
District Court for the Eastern District of Pennsylvania (C.A.
No. 00-CV-3057).  The government sought to recover costs
associated with the Hamburg Lead Superfund Site.  The parties
entered into a stipulation to avoid unnecessary discovery and
litigation costs.

Accordingly, the Debtors ask the Court to approve the Joint
Stipulation Concerning Costs Involving the Hamburg Lead
Superfund Site.

The salient terms of the Stipulation are:

     A. The Environmental Protection Agency Cost Summary Report
        dated July 9, 2002 accurately summarizes the costs
        identified by EPA's financial management system as having
        been spent at or in connection with the Hamburg Lead
        Superfund Site.  These costs are referred to as "Past
        Response Costs."

     B. The United States has incurred at least $6,816,346.59,
        including prejudgment interest, in response costs at or
        in connection with the Hamburg Lead Superfund Site.
        These costs include:

        -- direct and indirect costs incurred by EPA through
           February 28, 2002 amounting to $5,699,323.73;

        -- costs incurred by the Department of Justice through
           February 2002 amounting to $193,579.28;

        -- costs incurred by the Agency for Toxic Substances and
           Disease Registry through March 9, 2002 amounting to
           $378,167.99; and

        -- pre-judgment interest amounting to $545,275.59
           incurred through July 1, 2002 on all of these costs.

     C. All Past Response Costs are recoverable under Section 107
        of the Comprehensive Environmental Response, Compensation
        and Liability Act, and were incurred not inconsistent
        with the National Contingency Plan.

     D. Pre-judgment interest on the Past Response Costs,
        recoverable under Section 107 of CERCLA, 42 U.S.C.
        Section 9607, began to accrue on September 1, 1999.

     E. Pre-judgment interest through July 9, 2002 is
        $545,275.59. Additional interest accrues daily.

     F. Without waiving any right of appeal on the issue of
        liability, defendant Exide stipulates to entry of a
        judgment on costs amounting to $6,475,529.20 in
        reimbursement of Past Response Costs.

     G. The $6,475,529.20 represents 95% of the Past Response
        Costs and pre-judgment interest, as documented in the
        Attached Cost Summary Report dated July 9, 2002.

     H. Response Costs incurred since February 2002, and
        pre-judgment interest from July 9, 2002, are "Future
        Response Costs."

     I. Defendant Exide stipulates to entry of a declaratory
        judgment pursuant to Section 113(g)(2) of CERCLA, 42
        U.S.C. Section 9613(g)(2), establishing that Exide is
        liable for response costs incurred with respect to the
        Site, that will be binding in any subsequent actions to
        recover Future Response Costs incurred by the United
        States in connection with the Site.

     J. Exide may challenge Future Response Costs only on the
        basis of accounting errors or inconsistency with the
        National Contingency Plan, 40 C.F.R. Part 300.  Exide
        will bear the burden of proving accounting errors or
        inconsistency with the NCP.

     K. The United States may only seek enforcement of the
        judgments for Past Response Costs and Future Response
        Costs in the Bankruptcy Court for the District of
        Delaware as part of Exide's bankruptcy proceeding.

     L. The United States' Proof of Claim to be filed in Exide's
        bankruptcy proceeding will contain the United States'
        estimate of Future Response Costs as of the date of
        filing of the Proof of Claim.  The United States will
        periodically provide the Bankruptcy Court with an update
        of the United States' Future Response Costs. (Exide
        Bankruptcy News, Issue No. 21; Bankruptcy Creditors'
        Service, Inc., 609/392-0900)


FAO, INC.: Plan Back on Track & Expects to Emerge Next Week
-----------------------------------------------------------
FAO, Inc. (Nasdaq: FAOOQ), said last week that additional
support from its vendors and lenders allowed it to reach
agreement on final terms with its new lenders, led by Fleet
Retail Finance and the group of investors purchasing $30 million
of the Company's convertible preferred stock. The group is led
by Hancock Partners and Kayne Anderson Capital Advisors and
includes Fred Kayne, Chairman of FAO, Inc., Richard Kayne, a
board member and Chief Executive Officer of Kayne Anderson, and
Saks Incorporated.

In addition, the Company announced that its right to use cash
collateral has been extended through Thursday, April 24, 2003.
The extension was consented to by the Company's existing lenders
at a hearing this morning at the U.S. Bankruptcy Court for the
District of Delaware before The Honorable U.S. Bankruptcy Judge
Lloyd King. As a result, Company now expects its confirmed plan
of reorganization to become effective early next week, at which
point the Company will emerge from bankruptcy and begin making
distributions to creditors pursuant to the terms of the Plan.

FAO, Inc., along with its wholly-owned subsidiaries, is a
specialty retailer of high-quality, developmental, educational
and care products for infants and children and high quality
toys, games, books and multimedia products for kids through
age 12. The Company filed for Chapter 11 protection on January
13, 2003 (Bankr. Del. Case No. 03-10119). Rebecca L. Booth,
Esq., Mark D. Collins, Esq., and Daniel J. DeFranceschi, Esq.,
at Richards, Layton & Finger, P.A. and David W. Levene, Esq.,
and Anne E. Wells, Esq., at Levene, Neale, Bender, Rankin &
Brill represent the Debtors in their restructuring efforts.
When the Company filed for protection from its creditors, it
listed $257,400,000 in total assets and $238,374,000 in total
debts.


FLEMING COMPANIES: Seek Nod for Proposed Trade Lien Agreement
-------------------------------------------------------------
Fleming Companies, Inc., has taken a number of key actions
intended to strengthen its liquidity, further support trade
vendors and assist its restructuring efforts as it proceeds
through the Chapter 11 process. Specifically, the company filed
a motion in the U.S. Bankruptcy Court in Wilmington, Delaware,
seeking approval for:

-- a $150 million senior secured debtor-in-possession (DIP)
    financing facility; and

-- the creation of a trade lien on company assets to provide
    further financial assurance and protection to trade vendors
    and to restore trade terms from the vendors who participate
    in the trade lien program.

Pete Willmott, Interim President and Chief Executive Officer,
said, "Fleming is focused on continuing to stabilize its
operations and ensuring timely and reliable distribution to
customers. We recognize that this can be accomplished only
through building liquidity for our company, and providing
further financial assurances and protections to trade vendors,
who are key to our ability to effectively serve customers.

"The actions that we are taking are intended to provide our
company with a solid foundation on which to move forward in this
process - both immediately and into the longer run - and we are
hopeful that we will gain the court's approvals of this
important motion."

The motion is scheduled to be heard by the Court in a hearing
scheduled for April 21, 2003.

           Proposed $150 Million Dip Financing Package

Fleming's proposed $150 million DIP facility will be used to
supplement the company's existing cash flow during its
restructuring process. The $150 million DIP financing is
inclusive of the $50 million interim funding commitment that the
company received as a bridge on April 3, 2003. The lead lenders
in the DIP financing package are Deutsche Bank Trust Company
Americas and JP Morgan Chase Bank.

                  Proposed Trade Lien Agreement

Under Fleming's proposed trade lien agreement, trade vendors who
meet certain requirements - such as agreeing to ship to the
company and restoring trade terms - will be eligible to
participate in a lien on the company's assets. This proposed
program has been agreed upon in principle with the Unsecured
Creditors Committee and the company's bank group.

"This is a key vendor support program that should provide steady
product flow to Fleming, thereby strengthening relations with
vendors and improving service to customers, " said Mr. Willmott.
Fleming Companies, Inc. and its operating subsidiaries filed
voluntary petitions for reorganization under Chapter 11 of the
U.S. Bankruptcy Code on April 1, 2003. The filings were made in
the U.S. Bankruptcy Court in Wilmington, Delaware. The case has
been assigned to the Honorable Judge Mary F. Walrath under case
number 03-10945 (MFW) (Jointly Administered). Fleming's court
filings are available via the court's Web site at
http://www.deb.uscourts.gov

Fleming is a leading supplier of consumer package goods to
independent supermarkets, convenience-oriented retailers and
other retail formats around the country. To learn more about
Fleming, visit the firm's Web site at http://www.fleming.com

Fleming Companies Inc.'s 10.125% bonds due 2008 (FLM08USR1) are
presently trading between 15.5 to 16.5 . See
http://www.debttraders.com/price.cfm?dt_sec_ticker=FLM08USR1for
real-time bond pricing.


FLEMING: Judge Walrath Waives Investment & Deposit Requirements
---------------------------------------------------------------
Section 345(a) of the Bankruptcy Code authorizes a debtor-in-
possession to deposit or invest the money of a bankruptcy estate
in a manner that will "yield the maximum reasonable net return
on such money, taking into account the safety of such deposit or
investment."

For deposits or investments that are not "insured or guaranteed
by the United States or by a department, agency, or
instrumentality of the United States or backed by the full faith
and credit of the United States," Section 345(b) provides that
the estate must require from the entity with which the money is
deposited or invested a bond in favor of the United States
secured by the undertaking of an adequate corporate surety.

However, Fleming Companies, Inc., and its debtor-affiliates
believe that they do not have to satisfy the investment and
deposit restrictions under Section 345.  The Debtors intend to
continue investing their cash in accordance with their typical
investment practices.

The Debtors explain that their investment account with the Bank
of Montreal -- which they plan to maintain after the Petition
Date -- is used only as an overnight sweep account for funds
received from their Canadian Debtor entities.  Typically, no
more than CND2,000,000 to CND3,000,000 are held in the Bank of
Montreal Account at any given time.

The Debtors note that the Bank of Montreal is a well-known and
fiscally strong institution and provides critical services to
the management of their funds in their Canadian operations.  The
Debtors insist that their present investment practices already
provide sufficient protection for their cash.

At the First Day Hearing, Judge Walrath waives the investment
and deposit requirements under Bankruptcy Code Section 345.
(Fleming Bankruptcy News, Issue No. 2; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


GENTEK: Court Approves Babst Calland as Environmental Counsel
-------------------------------------------------------------
GenTek Inc. and its debtor-affiliates sought and obtained the
Court's authority to employ Babst Calland as their national
environmental counsel beginning March 1, 2003.  Having a
nationally recognized practice in environmental laws, Babst
Calland will handle all environmental matters arising during the
pendency of the Debtors' cases.

Babst Calland has been representing the Debtors for more than 11
years in numerous environmental matters affecting the Debtors in
various states.  The Debtors note that the firm's lead
environmental counsel has been, and will likely continue to be,
Dean A. Calland, who will also oversee the work of other Babst
Calland professionals on behalf of the Debtors and their
estates. The litigation services will be provided by Chester
Babst and Mark Shepard.

The Debtors will pay Babst Calland for its services in
accordance with the firm's customary hourly rates.  Babst
Calland's rates are:

                  Hourly Rates         Professional
                  ------------         ------------
                  $215 - 325           Shareholders
                   130 - 200           Associates
                    55 - 105           Paraprofessionals

(GenTek Bankruptcy News, Issue No. 12; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


GEORGIA GULF: Fitch Affirms BB+/BB- Senior Sec. & Unsec. Ratings
----------------------------------------------------------------
Fitch Ratings affirmed Georgia Gulf Corporation's senior secured
debt rating at 'BB+' and its senior subordinated debt at 'BB-'.
The Rating Outlook is Stable.

The ratings affirmation reflects Georgia Gulf's overall
financial performance and cost improvements in 2002; integration
in the vinyls chain; its market position; its solid cash flow
and its debt level. Georgia Gulf's revenue and EBITDA
strengthened in 2002 over 2001 levels and total debt (including
A/R program balance) declined to $552 million at Dec. 31, 2002.
Improved profitability was driven by higher volumes in both
polyvinyl chloride resins and compounds as well as lower energy
and raw material costs relative to 2001 levels. As a result,
leverage improved to 3.3 times (with A/R program balance) from
5.8x at YE 2001 and interest coverage improved to 3.3x from 1.9x
at YE 2001. In addition to these operating improvements, Georgia
Gulf lowered its interest expense by replacing Term Loans A and
B with Term Loan C at a slightly lower (25 bps) interest rate
and extended the payments over a longer period. The company also
reinstated its $75 million A/R securitization program in Q4 2002
which also lowered interest expense. The company has remained
cash flow positive during the cyclical downturn.

The Stable Rating Outlook indicates the likelihood that the
company's near-term financial performance would not
significantly deteriorate despite margin pressure in 2003.
Financial performance is expected to weaken in 2003 from 2002
levels due to higher average costs and uncertain demand
strength. However, the expected weaker performance remains
within the current rating category.

Georgia Gulf is one of the major producers of PVC resin in the
U.S. The company also produces vinyl chloride monomer, vinyl
compounds, chlorine, caustic soda, phenol and acetone. Among
other things, its products are used in PVC pipe, vinyl siding,
window and door frames, adhesives, compact discs and cars. In
2002, Georgia Gulf had revenue of $1.2 billion and EBITDA of
approximately $166 million.


GENUITY INC: Signing-Up LeBoeuf Lamb as Disputes Special Counsel
----------------------------------------------------------------
Genuity Inc., and its debtor-affiliates seek the Court's
authority to employ the law firm of LeBoeuf, Lamb, Greene &
MacRae, L.L.P. as their special counsel.

Don S. DeAmicis, Esq., at Ropes & Gray, in Boston,
Massachusetts, informs the Court that the Debtors have asked
LeBoeuf to consult with them as special counsel for the purpose
of assisting them in investigating and prosecuting certain
customer and vendor disputes.  In particular, LeBoeuf has been
retained to pursue litigation against numerous large customers
of the Debtors for non-payment of services rendered.  These
claims have a cumulative face value in excess of $100,000,000.
It is also anticipated that many defendants will assert defenses
and counterclaims based on the Debtors' performance under the
contracts in question.

According to Mr. DeAmicis, LeBoeuf is a national firm with
experience representing debtors, trustees, creditors committees
and equity committees in large and complex cases involving
corporate, litigation, environmental, insurance and other
matters and is qualified to represent the Debtors.

To pursue the anticipated litigation, the Debtors require the
particular services of Paul R. Gupta, a member of LeBoeuf.  Mr.
Gupta has personally performed a substantial amount of work for
the Debtors and for the predecessor of Genuity Inc., and is
familiar both with the businesses of the Debtors and with the
contractual issues in the customer and vendor disputes.

LeBoeuf Member Peter Ivanick assures the Court that the Firm:

     A. does not have any connection with any of the Debtors,
        their affiliates, the creditors and any other party-in-
        interest, the United States Trustee, the Assistant United
        States Trustee, or the attorney to that office assigned
        to these cases;

     B. is a "disinterested person," as that term is defined in
        Section 101(14) of the Bankruptcy Code; and

     C. does not hold or represent any interest adverse to the
        estates.

However, Mr. Ivanick discloses that LeBoeuf currently represents
or has represented various creditors or affiliates of the
Debtors' creditors in matters unrelated to the Debtors,
including: Allegiance Telecom Company Worldwide, AOL Time Warner
Inc., BellSouth Telecommunications Inc., BNP Paribas, Deutsche
Bank AG, Fleet Business Credit, Fleet Capital Corporation,
Hewlett Packard Company, JP Morgan Chase Bank, Lucent
Technologies Inc., MCI WorldCom Network Services, Mizuho
Corporate Bank Ltd., Quest Communications Corp., Sun Life
Assurance Co. of Canada, Time Warner Telecom Inc., WilTel
Communications Group Inc., and XO Communications Inc.

Mr. Ivanick informs the Court that LeBoeuf will charge the
Debtors its standard hourly rates plus expenses for services
rendered.  The customary and current standard hourly rates
charged by LeBoeuf for the services to be rendered to the
Debtors are:

        Partners and Counsel                $420 - 625
        Associates                           190 - 435
        Paralegals and Clerks                105 - 195

These hourly charges may be increased in the ordinary course
from time to time during the pendency of these cases.

LeBoeuf will apply for payment of fees and expenses pursuant to
the terms and provisions of the Bankruptcy Code, the Federal
Rules of Bankruptcy Procedure, the Local Rules of this Court and
the U.S. Trustee Guidelines pertaining to the payment of
retained professionals.  LeBoeuf will maintain detailed records
of the nature of services rendered and the time spent and
necessary expenses incurred in rendering the professional
services on the Debtors' behalf.

Due to the need for immediate assistance in investigating and
prosecuting customer and vendor disputes, at the Debtors'
request, LeBoeuf began providing legal services to the Debtors
on March 3, 2003.  The Debtors submit that LeBoeuf's employment
nunc pro tunc to March 3, 2003 is, therefore, appropriate in
these cases. (Genuity Bankruptcy News, Issue No. 10; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


GLOBAL CROSSING: Releases February Operating Results
----------------------------------------------------
Global Crossing filed its Monthly Operating Report (MOR) with
the U.S. Bankruptcy Court for the Southern District of New York,
as required by its Chapter 11 reorganization process.  Unaudited
results reported in the February 2003 MOR include the following:

For continuing operations in February 2003, Global Crossing
reported consolidated revenue of approximately $222 million.
Consolidated access and maintenance costs were reported as $168
million, while other operating expenses were $63 million.

"While February proved to be a challenging month, we did see
some bright spots in our business," said John Legere, Global
Crossing's chief executive officer. "Although our overall
revenues were slightly lower in February due in part to fewer
calendar days, our gross profit margin improved. We also made
strides in February to drive our EBITDA closer to
profitability."

Global Crossing reported a consolidated cash balance of
approximately $604 million as of February 28, 2003. The cash
balance is comprised of approximately $226 million in
unrestricted cash, $331 million in restricted cash and $47
million of cash held by Global Marine.

Global Crossing reported a consolidated net loss of $142 million
for February 2003. February's net loss increased from January
primarily due to foreign exchange losses. Consolidated EBITDA
was posted at a loss of $8 million.

                            MOR RESULTS
          MONTHLY RESULTS DECEMBER THROUGH FEBRUARY 2003

                   CONSOLIDATED   CONSOLIDATED     NET INCOME
       MONTH         REVENUE         EBITDA          (LOSS)
    -------------  ------------  -------------  ---------------
    February 2003  $222 million   $(8) million  $(142) million
    January 2003   $236 million  $(11) million   $(93) million
    December 2002  $178 million* $(82) million   $192  million**

       * $238 million before the impact of restating certain
         transactions involving exchanges of capacity.

      ** Reflects $389 million of gains on settlements, other
         income items, and tax benefits.

Notes

The MOR reports revenue and cash balances according to generally
accepted accounting principles in the United States of America
(US GAAP). US GAAP revenue includes revenue from sales of
capacity in the form of indefeasible rights of use (IRUs) that
occurred in prior periods, recognized ratably over the lives of
the relevant contracts. Beginning on October 1, 2002, Global
Crossing ceased recognizing revenue from exchanges of leases of
capacity.

The information contained in this press release is qualified in
its entirety by reference to the MORs for the months of February
2002 through February 2003, including the footnotes to the
financial statements contained therein, copies of which are
available through the U.S. Bankruptcy Court for the Southern
District of New York and on Global Crossing's Web site at
http://www.globalcrossing.com/pdf/investors/inv_mor_feb_03.pdf.

These MORs have been prepared pursuant to the requirements of
the Bankruptcy Code and the unaudited consolidated financial
statements contained in these MORs do not include all footnotes
and certain financial presentations normally required under
GAAP. In addition, any revenues, expenses, realized gains and
losses, and provisions resulting from the reorganization and
restructuring of Global Crossing are reported separately as
reorganization items in these MORs.

As discussed more fully in the footnotes to the financial
statements contained in the MORs, Global Crossing has not yet
filed its Annual Report on Form 10-K for the year ended December
31, 2001. On November 25, 2002, the United States Trustee
appointed Martin E. Cooperman, a partner of Grant Thornton LLP,
as the Examiner in Global Crossing's bankruptcy proceedings. In
general, the Examiner's role is limited to reviewing the
financial statements of the Global Crossing companies in
bankruptcy for the fiscal years ended December 31, 2001 and 2002
and earlier periods if any restatement of those periods is
necessary. As part of his role, the Examiner, with the
assistance of Grant Thornton LLP, will audit any revised
financial statements and issue a report as to such financial
statements. Separately, on January 8, 2003, Grant Thornton was
appointed as independent auditors of Global Crossing effective
as of November 25, 2002. The Examiner's first interim report to
the Bankruptcy Court was filed on February 24, 2003.

Certain matters relating to Global Crossing's accounting for,
and disclosure of, concurrent transactions for the purchase and
sale of telecommunications capacity between Global Crossing and
its carrier customers are being investigated by the Securities
and Exchange Commission (SEC) and other governmental
authorities. In addition, the U.S. Department of Labor is
conducting an investigation into the administration of Global
Crossing's benefit plans. These and other investigations are
described more fully in footnote one to the financial statements
contained in the February MOR.

Any changes to the financial statements resulting from any
governmental investigations and adjustments arising out of the
2001 and 2002 financial statement audits could materially affect
the unaudited consolidated financial statements contained in the
MORs and the information presented in this press release.

On October 21, 2002, Global Crossing announced that it would
restate certain financial statements previously filed with the
SEC. These restatements, which are more fully described in
footnote one to the financial statements contained in the
February MOR, will record exchanges between carriers of leases
of telecommunications capacity at historical carryover basis,
resulting in no recognition of revenue. Reflecting this
accounting treatment, the February MOR excludes amounts
previously recognized as revenue over the lives of the lease
contracts governing these capacity exchanges. The restatements
have no impact on cash flow.

As previously announced, Global Crossing's net loss for the
three months ended December 31, 2001, which has not yet been
reported pending the completion of the audit of financial
statements for 2001, is expected to reflect the write-off of the
remaining goodwill and other intangible assets, which total
approximately $8 billion. Furthermore, as previously disclosed,
Global Crossing has determined that it will write down its
tangible assets in light of the terms contained in the
previously announced agreement with Hutchison Telecommunications
and Singapore Technologies Telemedia, and the bankruptcy filings
of Asia Global Crossing and its subsidiary, Pacific Crossing
Ltd. Global Crossing is in the process of evaluating its cash
flow forecasts and other pertinent data to determine the amount
of the impairment of its long-lived tangible assets. The
impairment is now anticipated to be at least $7 billion, an
estimate that excludes any amounts attributable to the
restatement of exchanges of capacity leases described above and
excludes any impairment attributable to the assets of Asia
Global Crossing and its subsidiaries, which Global Crossing
deconsolidated effective November 18, 2002. The financial
information included within this press release and the February
MOR reflects the restatement of exchanges of capacity leases as
described above and the $8 billion write-off of all of the
goodwill and other identifiable intangible assets, but does not
reflect any write-down of tangible asset value. Accordingly, the
net loss of $142 million for the month of February 2003 would
have been reduced substantially if the financial statements in
the February MOR had reflected the reduction in depreciation and
amortization expense resulting from this tangible asset write-
down. The write- off of the intangible assets and the write-
downs of tangible assets are described more fully in the
February MOR.

                     ABOUT GLOBAL CROSSING

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

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

On November 18, 2002, Asia Global Crossing Ltd., a majority-
owned subsidiary of Global Crossing, and its subsidiary, Asia
Global Crossing Development Co., commenced Chapter 11 cases in
the United States Bankruptcy Court for the Southern District of
New York and coordinated proceedings in the Supreme Court of
Bermuda, both of which are separate from the cases of Global
Crossing. Asia Global Crossing has announced that no recovery is
expected for Asia Global Crossing's shareholders. Asia Netcom, a
company organized by China Netcom Corporation (Hong Kong) on
behalf of a consortium of investors, has acquired substantially
all of Asia Global Crossing's operating subsidiaries except
Pacific Crossing Ltd., a majority-owned subsidiary of Asia
Global Crossing that filed separate bankruptcy proceedings on
July 19, 2002. Global Crossing no longer has control of or
effective ownership in any of the assets formerly operated by
Asia Global Crossing.

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


GOODYEAR TIRE: USWA Agrees to Day-to-Day Contract Extension
-----------------------------------------------------------
Goodyear (NYSE: GT) and the United Steelworkers of America have
agreed to extend their contract on a day-to-day basis.  The
contract covering USWA members at 11 plants was due to expire at
midnight on Saturday.  Contracts at three Kelly-Springfield
plants expire in July.

Either side can end the day-to-day agreement with 72-hour
notification.

Jim Allen, Goodyear's director of global labor relations, and
Andrew Palm, USWA vice president of administration, said the
extension gives negotiators an opportunity to further consider
and discuss proposals in this particularly challenging set of
talks.

Goodyear and union negotiators have been meeting in Cincinnati
since March 13.  The USWA selected Goodyear as the target for
rubber industry bargaining on April 7.

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

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


HOMELIFE: Delaware Court Confirms Liquidating Chapter 11 Plan
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware confirmed
HomeLife Corporation and its debtor-affiliates' Joint
Liquidating Chapter 11 Plan after finding that the Plan complies
with each of the 13 standards articulated in Section 1129 of the
Bankruptcy Code:

       (1) the Plan complies with the Bankruptcy Code;
       (2) the Debtors have complied with the Bankruptcy Code;
       (3) the Plan was proposed in good faith;
       (4) all plan-related cost and expense payments are
           reasonable;
       (5) the Plan identifies the individuals who will serve as
           officers and directors post-emergence;
       (6) all regulatory approvals that are necessary have been
           obtained or are respected;
       (7) creditors receive more under the plan than they would
           in a chapter 7 liquidation;
       (8) all impaired creditors have voted to accept the Plan,
           or, if they voted to reject, then the plan complies
           with the absolute priority rule;
       (9) the Plan provides for full payment of Priority Claims;
      (10) at least one non-insider impaired class voted to
           accept the Plan;
      (11) the Plan is feasible and confirmation is unlikely to
           be followed by a liquidation or need for further
           financial reorganization;
      (12) all amounts owed to the Clerk and the U.S. Trustee
           will be paid; and
      (13) The Debtors do not maintain retiree benefits as that
           term is defined in Sec. 1114.

No later than 30 days after the Confirmation Date, Claims
arising out of the rejection of executory contracts or unexpired
leases must be filed with Bankruptcy Management Corporation,
otherwise, such shall be forever barred.  All leases specified
in the Settlement and Compromise Agreement that have not already
been assumed and assigned or rejected, shall vest in the Post-
Confirmation Estate, pending any assumption and assignment or
rejection, as directed by the Sears Entities.

On the Confirmation Date, HomeLife shall be deemed to transfer
to the Post-Confirmation Estate all its right, title and
interest in all of its assets.  The Post-Confirmation Estate is
a successor-in-interest of the Liquidating Debtors for the
purposes of continuing to receive benefits under any contracts
entered into by the Liquidating Debtors prior to Confirmation.
The Plan Administrator may act in the name of the Post-
Confirmation Estate for all purposes including entering into
contracts and leases and prosecuting and settling any Claims or
Causes of Action.

On the Effective Date all of the property of the Debtors'
Estates is vested in the Reorganized Debtor.  The Reorganized
Debtor shall continue to exist after the Effective Date as a
separate corporate entity with all the powers of a corporation
under the state of incorporation.

Privately held HomeLife shut down all of its 128 retail
locations before it filed for chapter 11 bankruptcy protection
on July 16, 2001 (Bankr. Del. Case No. 01-2412).  The Debtors
listed both assets and liabilities of over $100 million each in
their petition.  Laura Davis Jones, Esq. at Pachulski, Stang,
Ziehl, Young, Jones & Weintraub, PC represents the Debtors in
these proceedings.


IMPERIAL PLASTECH: Nov. 30 Working Capital Deficit Tops C$2-Mil
---------------------------------------------------------------
Imperial PlasTech Inc., (TSE: Symbol IPQ) announced results for
the year ended November 30, 2002. Sales from continuing
operations were $35.9 million compared to $46.7 million last
year as the Company's US operations were negatively impacted by
lower shipments of its telecommunications products and continued
excess capacity in the polyethylene pipe industry. However,
management was successful in launching its building products and
this business, which started shipping in the second quarter of
2002 accounted for approximately 8% of total sales.

Gross profit in the year reduced significantly from the already
low level in 2001 as capacity utilization in the polyethylene
industry remained at approximately fifty percent in the year. In
recent months several producers have moved to shut down plants
and rationalization of excess capacity should help restore
profitability. Faced with continued poor profitability in its
pipe operations management decided to dispose of its non core
assets and to reorganize its US pipe operations. The sale of the
PVC hose business has been completed and the company expects to
sell other surplus assets shortly. A loss from discontinued
operations of $3.5 million was recorded on the sale of the PVC
hose business and the company wrote down the capital assets and
inventory associated with its PVC pipe and US pipe operations by
$10.5 million in anticipation of winding down these operations.
Selling, general and administrative expenses were $612,000 lower
from the same period last year. Bad debt expense, included in
SG&A was reduced from $880,000 in 2001 to $160,000 in 2002,
however higher sales and marketing expenses associated with the
launch of the building products operation were incurred.

As a result of the lower sales during the year and the
additional write downs taken in the fourth quarter, the Company
incurred a net loss of $24.4 million or $0.58 per share in the
year compared to net loss of $5.3 million or $0.13 per share in
2001.

The losses incurred in the year have weakened the company's
financial position and the company's working capital has been
eroded to a deficit of $2.1 million compared to a surplus
position of $11.3 million at the end of 2001. As a result of the
asset write downs , shareholders' equity decreased to $11.3
million or $0.27 per common share from $35.5 million or $0.85
per share at the end of fiscal 2001.

The Company used cash in operations of approximately $5 million
compared to a use of cash of $4.5 million in 2001. The loss
incurred for the year was offset by a decrease in accounts
receivable and inventory and the receipt of income tax refunds
of $2.3 million. Investments in acquisitions and capital assets
totaled $3 million, down sharply from $11.3 million in 2001.

The losses generated and the deterioration of the company's
balance sheet has put the company in default of its operating
lender's financial covenants, and the company is seeking
alternative financing to replace its current lender. In light of
the operating losses and the current credit environment this
financing may not be available and the company may have to
liquidate part of its assets to ensure that it can meet its debt
obligations. To address this situation the company has taken a
number of measures to reduce its operating costs including the
above mentioned consolidation of Ameriplast's operations. The
company intends to sell surplus assets, proceeds from which will
be used to reduce debt and to provide working capital.

As of November 30, 2002, the company's working capital deficit
is reported at C$2 million.

"The continuing depressed condition of the telecom market and
substantial excess capacity in the polyethylene pipe industry
has taken a substantial toll on our company. We have responded
to this situation with steps to diversify our customer base and
to reduce our cost structure. In light of the telecom meltdown
our investment in Ameriplast in January 2001 has proven to be a
costly foray and we have taken steps to stop the losses and have
written down the investment." commented Victor D'Souza,
President and CEO. "Despite these setbacks, our building
products operation, which started as an R&D effort in 1999 and
was successfully launched in 2002 has experienced strong growth
and good profitability."


INTEGRATED HEALTH: Demands National Union Pay Liability Claims
--------------------------------------------------------------
National Union Fire Insurance Company of Pittsburgh,
Pennsylvania, for consideration, issued to Integrated Health
Services, Inc. and various subsidiaries and related companies a
Commercial Umbrella Policy, numbered BE 357-43-43. The Policy
provides general liability and medical professional liability
excess coverage for the policy period January 1, 1999 through
January 1, 2000.  The Policy provides PL/GL excess coverage of
$25,000,000 per occurrence and $25,000,000 in the aggregate.

Ian Connor Bifferato, Esq., at Bifferato Bifferato & Gentilotti,
in Wilmington, Delaware, relates that Article I of the Policy
defines National Union's coverage obligation as:

     "We will pay on behalf of the insured those sums in excess
      of the Retained Limits that the insured becomes legally
      obligated to pay by reason of liability imposed by law or
      assumed by the Insured under an Insured Contract because of
      Bodily Injury, Property Damage, Personal Injury or
      Advertising Injury that takes place during the Policy
      Period and is caused by an Occurrence happening anywhere in
      the world.  The amount we will pay for damages is limited
      as described in Insuring Agreement III, Limits of
      Insurance."

The Policy provides coverage in excess of the Retained Limits.
The Retained Limits under the Policy are $2,000,000 per
professional liability occurrence, and $9,000,000 in the
aggregate.

Article VI of the Policy sets forth various conditions of the
Policy.  Article VI.P specifies "When Loss Is Payable."  That
section provides:

     "Coverage under this policy will not apply unless and until
     the Insured or the Insured's underlying insurer is
     obligated to pay the Retained Limit.  When the amount of
     loss has finally been determined, we will promptly pay on
     behalf of the Insured the amount of loss falling within the
     terms of this policy.  You shall promptly reimburse us for
     any amount within the Self Insured Retention paid by us on
     behalf of an Insured."

In addition, Article VI.C expressly provides that neither the
insolvency nor inability to pay nor bankruptcy of IHS, or of
its' primary insurance carrier, will relieve National Union of
any obligation to pay a covered claim.  Article VI.C states, in
relevant part:

     "Your bankruptcy, insolvency or inability to pay or the
     bankruptcy, insolvency or inability to pay of any of your
     underlying insurers will not relieve us from the payment of
     any claim covered by this policy."

According to Mr. Bifferato, the Debtors have resolved 1999 PL/GL
claims in excess of the $9,000,000 aggregate Retained Limit
under the Policy.  The resolved 1999 PL/GL claims have been
liquidated in amount by judgments or settlement agreements
constituting binding legal obligations.  Accordingly, by reason
of these judgments and settlements, IHS is, in the words of
Article I of the Policy, "legally obligated" to pay amounts in
excess of the Retained Limits under the Policy.  Under Article I
and Article VI of the Policy, National Union is obligated to
"promptly pay" all these excess amounts.

Mr. Bifferato reports that, in large part, the judgments and
settlements giving rise to IHS' legal obligations have not been
paid by IHS or its primary insurance carrier, Reliance Insurance
Company, because IHS is in bankruptcy and Reliance is the
subject of its own liquidation proceeding in the Pennsylvania
Commonwealth Court.  Moreover, it is likely that IHS and
Reliance will never pay out, or be able to pay out, the entire
$9,000,000 of primary coverage constituting the Retained Limits
under the Policy because the assets of the IHS bankruptcy estate
and the assets of the Reliance liquidation estate will be
insufficient to pay this liability in full.  Nevertheless, as
confirmed by the express language of Article VI.C of the Policy,
the insolvency and bankruptcy of IHS and Reliance do "not
relieve [National Union] from the payment of any claim covered
by" the Policy.

IHS estimates that the total amount of allowed 1999 PL/GL claims
will aggregate to $40,000,000 or more.  There is no doubt that
the entire $25,000,000 of excess coverage provided by the Policy
will be payable.

Mr. Bifferato states that the Debtors' representatives have
periodically been in contact with National Union with regard to
the administration of Plaintiffs 1999 PL/GL claims since the
Policy was issued.  In the past several months, because certain
large 1999 PL/GL claims were approaching trial or settlement,
and because the time was fast approaching that the aggregate
total of liquidated 1999 PL/GL claims would exceed $9,000,000,
the Debtors' communications with National Union became more
frequent.  During the course of those discussions, the parties
have often discussed the protocols under which National Union
would assume control over files relating to the remaining
unresolved 1999 PL/GL claims. Until March 17, 2003, IHS
understood that National Union was in fact preparing to assume
the administration and defense of those open claims files.

However, on March 17, 2003, Phillip Mancuso, IHS Senior
Corporate Counsel received a letter from Donna DiTuri, of AIG
Technical Services, Inc., written on National Union's behalf.
In the letter, National Union advised IHS that National Union
would not provide any coverage under the Policy unless and until
IHS or its primary carrier makes actual claim payments totaling
in excess of the $9,000,000 Retained Limits.

Mr. Bifferato tells the Court that because neither IHS nor
Reliance are expected to make actual claim payments totaling in
excess of the $9,000,000 Retained Limits, National Union has, in
effect, disclaimed all coverage under the Policy.  It is likely
that 1999 PL/GL claims will aggregate to $40,000,000 or more,
and therefore, the entire $25,000,000 of excess coverage
provided by the Policy will be payable.  National Union's
refusal to provide coverage in accordance with the Policy
therefore deprives IHS and its 1999 PL/GL claimants of a full
$25,000,000 of coverage.

The Plan and Disclosure Statement reflect the Debtors' belief
that it has excess coverage under the Policy, which will be
available, with other insurance funds, for distribution pro rata
to holders of allowed 1999 PL/GL claims.  Notwithstanding the
fact that National Union and IHS have been in discussions for
many months with respect to the administration of 1999 PL/GL
claims, and notwithstanding the fact that National Union has at
all times been aware of the status of proceedings in these
Chapter 11 cases with respect to the Plan and the Disclosure
Statement, National Union did not advise IHS until March 17,
2003, after the Disclosure Statement had been approved and
preparations were completed to distribute the Plan and
Disclosure Statement for a vote of the creditors.  Accordingly,
both by the content and the timing of its March 17 Letter,
National Union has caused the maximum confusion and concern
among the Debtors and the 1999 PL/GL claimants with respect to
the recovery they can expect in these Chapter 11 cases.

Mr. Bifferato contends that National Union's interpretation of
the Policy, and its refusal to honor its obligations under the
Policy are contrary to the express and unambiguous provisions of
the Policy and are without a reasonable basis.  National Union's
bad-faith disclaimer of coverage under the Policy has
implications not only with respect to the Debtors and its 1999
PL/GL claimants, who are deprived of coverage, but also to other
insureds of National Union who have sought protection, or may
seek protection, under the Bankruptcy Code.  The Policy is a
standard policy document under which National Union and its
related AIG entities have no-doubt provided excess insurance to
hundreds of companies.  The position taken in the March 17
Letter by National Union, and implicitly by the entire AIG
Group, would effectively eliminate coverage under all AIG excess
policies for all insolvent insureds and their personal injury
claimants.

Mr. Bifferato insists that the Debtors are entitled to a
declaration that the Policy obligates National Union to pay
covered professional liability claims which have been liquidated
in amount by judgment or settlement to the extent that these
liquidated claims are in excess of $2,000,000 per occurrence or
$9,000,000 in the aggregate, whether or not the applicable per
occurrence or aggregate limit of the Debtors' primary insurance
coverage has been paid.  In addition, National Union's
disclaimer of all coverage under the Policy was made without
reasonable basis and in bad faith, at the most disadvantageous
time possible for the Debtors and their 1999 PL/GL claimants.

The disclaimer of all coverage under the Policy constitutes a
breach of the Policy for which the Debtors are entitled to
recover its damages from National Union.  The Debtors have
incurred additional administrative costs and will incur
additional costs by reason of National Union's 11th-hour
disclaimer.  The Debtors are therefore entitled to judgment
against National Union for all costs, in an amount as may be
demonstrated at trial.

Accordingly, the Debtors ask Judge Walrath to enter a judgment:

     A. declaring that the Policy obligates National Union to pay
        covered professional liability claims, which have been
        liquidated in amount by judgment or settlement to the
        extent that the liquidated claims are in excess of
        $2,000,000 per occurrence or $9,000,000 in the aggregate,
        whether or not the applicable per occurrence or aggregate
        limit of the Debtors' primary insurance coverage has been
        paid;

     B. awarding compensatory damages in an amount to be
        determined at trial, together with appropriate interest;

     C. awarding punitive damages in an amount to be determined
        by the Court; and

     D. awarding the costs and disbursements of the action.
        (Integrated Health Bankruptcy News, Issue No. 55;
        Bankruptcy Creditors' Service, Inc., 609/392-0900)


JACKSON COUNTY HOSPITAL: S&P Cuts Bond Rating to BB+ from BBB-
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the
Jackson County Health Care Authority, Alabama's bonds, issued
for Jackson County Hospital, to 'BB+' from 'BBB-'. The outlook
is stable.

The downgrade reflects substantial operating losses over the
last three years that resulted in rate covenant violations in
2000 and 2001. Jackson County remains reliant on tax support and
supplemental Medicaid payments. A lower rating is precluded by
an adequate cash position -- although the average age of plant
is high, suggesting capital needs -- and steps taken by
management that improved profitability and volume in 2002.


JACKSON PRODUCTS: S&P Drops Corp. Credit Rating to Default Level
----------------------------------------------------------------
Standard & Poor's Rating Services lowered its corporate credit
rating on Jackson Products Inc. to 'D' from 'CCC'. The action
followed Jackson's recent 8-K filing that stated it was in
default under its credit facility and that the senior lenders
blocked the April 15, 2003, senior subordinated debt interest
payment. At the same time Standard & Poor's lowered its senior
secured bank loan and subordinated debt ratings on the company
to 'D'. All ratings were removed from CreditWatch, where they
had been placed on Jan. 13, 2003.

The St. Charles, Missouri-based manufacturer of personal safety
and highway safety products, had about $215 million of debt
securities outstanding, as of September 2002. The company has
not yet filed its 2002 year-end results with the SEC.

Jackson Products has indicated that its senior lenders do not
intend to waive any defaults under the senior credit facility.
However, the company is seeking a new forbearance agreement. In
addition, Jackson Products is in the 30-day grace period to cure
the default on its subordinated notes.

"There appears to be a high probability that the company will be
unable to make the interest payment within the cure period,
resulting in payment default," said Standard & Poor's credit
analyst Eric Ballantine.

Jackson Products continues to experience very weak market
conditions, which have significantly affected the company's
operating results.


KAISER: Retains Kinsella as Publication Notice Consultant
---------------------------------------------------------
Kaiser Aluminum Corporation sought and obtained the Court's
authority to employ Kinsella Communications Ltd. as publication
notice consultant in these Chapter 11 cases, nunc pro tunc to
November 12, 2002.

At the time the Bar Date Order was entered, the Debtors
contemplated that their claims and noticing agent, Logan &
Company, Inc. would assist with the placement of the publication
notices.  But after discussing this with Logan, it became
apparent that it would be more cost effective to use a service
that specializes in the placement of such notices, given the
size and scope of the intended notice program.  Accordingly, the
Debtors determined to hire Kinsella to coordinate with the
placement of ads for the Publication Notice.

The Debtors relate that Kinsella had recommended that the
Publication Notice be substantially shortened for the newspapers
other than The Wall Street Journal and The New York Times.
Kinsella also suggested that, instead of running the Publication
Notice as the Debtors originally planned, the Debtors would
place the shortened Notice in a considerably efficient and cost-
effective manner, like placing the Notice in the Sunday
newspaper supplements Parade magazine and USA Weekend, which are
delivered as an insert in 925 newspapers nationwide.

The revised Notice Program allowed the Debtors to reach a far
wider audience than originally planned, at a substantially lower
cost.

Based on the limited, administrative nature of the tasks that
Kinsella was performing, the Debtors determined that Kinsella's
retention as an ordinary course professional was appropriate.
However, the U.S. Trustee expressed reservations about
Kinsella's status and asked the Debtors to file an employment
application.

Kinsella is a leading advertising and notification firm that
specializes in the design and implementation of class action and
bankruptcy notification programs to reach unknown putative
claimants in mass tort bankruptcies and class actions.  Kinsella
has assisted with some of the largest and most complex national
notification programs, including mass tort bankruptcy cases of
In re Johns Manville Corp., In re Celotex Corp., In re Dow
Corning, In re Babcock & Wilcox Co., In re Armstrong World
Industries, Inc., In re W.R. Grace & Co. and In re USG Corp.
The Debtors believe that Kinsella is well qualified and able to
represent them in a cost-effective, efficient and timely manner.

With respect to any additional notice programs, Kinsella's
services may include:

     (a) developing and implementing a comprehensive notification
         plan of the appropriate bar date or information with
         recommendations for materials and media distribution;

     (b) creating all relevant and necessary notice materials,
         including print, and if necessary, television
         advertisements;

     (c) implementing media buys and placement;

     (d) executing an affidavit or other documentation and
         testimony as the Court requires or as the Debtors
         request, describing the notification services provided;

     (e) providing a summary and analysis of the notification
         activities and media placements as the Debtors require;
         and

     (f) performing all other services that may be appropriate in
         connection with any notice programs.

Kinsella has agreed to render services to the Debtors on a
commission basis, plus reimbursement of actual, necessary
expenses and charges incurred.  Kinsella's current standard
commission rate is 15% on all gross media buys the Debtors
approved, which is within the industry standard.

The Debtors disclose that they have previously paid Kinsella as
an ordinary course professional $654,860 for its services and
expenses relating to the shortened Publication Notice.  Of this
payment, $555,636 was for media expenses associated with placing
the ads with each publication for the Debtors' General Bar Date
and $99,224 was Kinsella's commission.

Katherine M. Kinsella, the firm's president, assures Judge
Fitzgerald that the firm represents no interest adverse to the
Debtors or their estate.  Kinsella is a "disinterested person"
as defined in Section 101(14) of the Bankruptcy Code and as
required by Section 327(a).

Ms. Kinsella, nonetheless, relates that as part of its diverse
practice, the firm has assisted with numerous unrelated cases,
proceedings and transactions that involve many different
professionals that may represent the claimants and parties-in-
interest in the Debtors' cases.  But none of these business
relationships create materially adverse interests to the
Debtors. Kinsella is also engaged in other asbestos-related
consulting engagements. (Kaiser Bankruptcy News, Issue No. 25;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


KMART: Judge Sonderby Approves Claims Resolutions Procedures
------------------------------------------------------------
Kmart Corporation and its debtor-affiliates sought and obtained
Judge Sonderby's approval to establish a streamlined
comprehensive claims resolution procedure in order to compromise
or settle certain prepetition claims and allow claims based on
those settlements without further court permission.

Of the 46,397 claims filed against the estates, the Debtors
found 17,917 claims involving slight differences between the
asserted amount and the amount reflected in their schedules, or,
in their books and records.  These claims account for 12% of the
total dollar amount of all controversial claims.  Consequently,
the Debtors believe that these claims are ripe for an informal
claims resolution procedure given the vast number of these
claims.

J. Eric Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom,
tells the Court that the Debtors will settle disputed claims
without further Court approval where the disputed amount is
$1,000,000 or less and so long as the aggregate amount in
controversy that they resolved does not exceed $2,000,000,000.

The Debtors will also implement an alternative dispute
resolution protocol to expedite and facilitate the determination
of a claim against the estates, where they have reached an
impasse with respect to that claim. The Debtors will implement
the ADR Procedures with respect to claims for which the
Prepetition Claims Resolution Procedures do not apply -- that
is, those claims where the Amount in Controversy exceeds
$1,000,000, except for personal injury claims.

The Debtors will adopt these ADR Procedures:

A. Referral and Notice

     The Debtors will refer a Disputed Claim to mediation, and
     upon that referral, the Disputed Claim will be classified as
     an ADR claim.  The Debtors will then select a mediator to
     conduct a mandatory, non-binding mediation, subject to the
     affected claimant's right to object to the Debtors' choice.
     The Mediator will serve the affected Claimant with an ADR
     notice which will:

       (i) schedule the exchange of Mediation statements;

      (ii) identify the format of and procedures to be followed
           during the Mediation;

     (iii) describe who should attend;

      (iv) describe the fee structure and timing of payment of
           the required Mediation fees; and

       (v) describe the effect of a mediated settlement.

     The ADR Notice must be returned within 30 calendar days
     after the ADR Notice date along with payment of the required
     fee and execution of the required Mediation agreement.

     The completed and signed ADR Notice must be sent to:

                       Kmart Corporation
                       c/o Trumbull Services LLC
                       4 Griffin Road North
                       Windsor, Connecticut 06095

B. Mediation Fees


     Each party to a Mediation will be responsible for half of
     the Mediator's fees, which will be consistent with industry
     standards.  Any Claimant subject to a Mediation will make an
     initial deposit against the fees, payable to the Mediator,
     by the ADR Return Deadline.  The initial deposit will not
     exceed $750.  All fees required to be paid must be paid
     within 30 calendar days after the relevant Mediation
     conference.  Any excess payments will be returned to the
     Claimant on the conclusion of the Mediation.  In the event a
     Claimant defaults in the payment of mediation fees, the
     Debtors will remain responsible for the payment of the
     Mediator.

C. Mediation Statement

     The ADR Notice will schedule the first mediation conference
     no sooner than 20 days and no more than 40 days after the
     ADR Notice Date, and will set the ADR Return Deadline for
     the submission of a Mediation statement.  The Return
     Deadline will not be earlier than the date of the first
     mediation conference.

     The Mediation Statement must indicate certain required
     information including, but not limited to:

     * the Claimant's name and address;

     * a short statement of the Claimant's contentions including
       the legal and factual basis for the ADR Claim;

     * the name and address of any attorney representing a
       Claimant;

     * the alleged amount of the Claimant's ADR Claim;

     * the name and address of the applicable Debtor; and

     * evidence that the Claimant wishes to present in support of
       his ADR Claim, including contracts, invoices or other
       documentary evidence.

D. Good Faith Compliance

     A Claimant's failure to comply with the ADR Procedures may
     result in the disallowance of an ADR Claim.  Upon any
     failure to comply, the Debtors may serve a notice of that
     failure on the Mediator and the Claimant.  If the Debtors
     and the Claimant are unable to agree on a resolution of the
     Default Notice within seven days after mailing, the Debtors
     may schedule a hearing for the resolution of the Default
     Notice by the Court.  There will be a presumption in favor
     of disallowance of an ADR Claim for the Claimant's failure
     to:

       (i) timely pay the Mediator's fees;

      (ii) attend a Mediation conference;

     (iii) timely submit the Mediation Statement; or

      (iv) execute a Mediation agreement.

E. Settlement Approval Procedures

     In case the ADR Procedures result in the settlement of an
     ADR Claim, the Debtors and the Claimant will execute a
     stipulation that will only become effective on compliance
     with any existing settlement procedures, including without
     limitation the Prepetition Claims Resolution Procedures, if
     applicable. If the Debtors and a Claimant settle an ADR
     Claim outside of existing settlement parameters, the Debtors
     will ask the Court to approve the settlement on 10 days
     notice of the Stipulation.

     The Debtors will serve the Stipulation to the Office of the
     U.S. Trustee and the statutory committees' counsel.  If no
     objections are timely filed, the Debtors will submit an
     order approving the Stipulation without further notice or
     hearing. If an objection is timely filed, the matter will be
     scheduled for hearing at the next omnibus hearing or special
     claims hearing date.

F. Termination

     A Mediation will be terminated at any time, by agreement of
     the parties or on the determination of the Mediator on the
     request of one party.  After the termination, the ADR Claim
     will be resolved by the Court, or by other forum as required
     by applicable law.

G. Holders of ADR Claims Must Have Timely Filed Proofs of Claim

     Nothing in the ADR Procedures alters the requirement that
     each Claimant must have timely filed a proof of claim.
     (Kmart Bankruptcy News, Issue No. 52; Bankruptcy Creditors'
     Service, Inc., 609/392-0900)


LASERSIGHT: Gets Extension to Continue Nasdaq SmallCap Listing
--------------------------------------------------------------
LaserSight Incorporated's (Nasdaq: LASEC) request for a second
extension of the period during which its common stock will
continue to be listed on the Nasdaq SmallCap Market has been
granted. The earlier extension required a filing of its
definitive proxy statement with the Securities and Exchange
Commission on or before April 15, 2003. The Company was unable
to meet that time deadline.

The exception requires that on or before May 1, 2003, the
Company must file a definitive proxy statement with the
Securities and Exchange Commission and Nasdaq evidencing its
intent to seek shareholder approval for the implementation of a
reverse stock split. Thereafter, on or before June 6, 2003 the
company must demonstrate a closing bid price of at least $1.00
per share and, immediately thereafter, a closing bid of at least
$1.00 per share for a minimum of ten consecutive trading days.
In addition, the Company must be able to demonstrate compliance
with all requirements for continued listing on the Nasdaq
SmallCap Market. In the event the Company fails to comply with
the terms of the exception, its securities will be delisted from
the Nasdaq Stock Market. If at some future date the Company's
securities should cease to be listed on the Nasdaq SmallCap
Market, they may continue to be listed in the OTC-Bulletin
Board. For the duration of the exception, the Company's Nasdaq
symbol will remain LASEC.

LaserSight(R) is a leading supplier of quality technology
solutions for laser vision correction and has pioneered its
patented precision microspot scanning technology since it was
introduced in 1992. Its products include the LaserScan LSX(R)
precision microspot scanning system, its international research
and development activities related to the Astra family of
products used to perform custom ablation procedures known as
CustomEyes and its MicroShape(R) family of keratome products.
The Astra family of products includes the AstraMax(R) diagnostic
workstation designed to provide precise diagnostic measurements
of the eye and CustomEyes CIPTA and AstraPro(R) software,
surgical planning tools that utilize advanced levels of
diagnostic measurements for the planning of custom ablation
treatments. In the United States, the Company's LaserScan LSX
excimer laser system operating at 300 Hz is approved for the
LASIK treatment of myopia and myopic astigmatism. The MicroShape
family of keratome products includes the UltraShaper(R) durable
keratome and UltraEdge(R) keratome blades.

                            *     *     *

In the Company's Form 10-Q for the period ended September 30,
2002, LaserSight's independent auditors, KPMG, in its report,
stated:

"We have reviewed the condensed consolidated balance sheet of
LaserSight Incorporated and subsidiaries as of September 30,
2002, and the related condensed consolidated statements of
operations for the three and nine-month periods ended September
30, 2002 and 2001 and the condensed consolidated statements of
cash flows for the nine-month periods ended September 30, 2002
and 2001. These condensed consolidated financial statements are
the responsibility of the Company's management.

"We conducted our review in accordance with standards
established by the American Institute of Certified Public
Accountants. A review of interim financial information consists
principally of applying analytical procedures to financial data
and making inquiries of persons responsible for financial and
accounting matters. It is substantially less in scope than an
audit conducted in accordance with auditing standards generally
accepted in the United States of America, the objective of which
is the expression of an opinion regarding the financial
statements taken as a whole. Accordingly, we do not express such
an opinion.

"Based on our review, we are not aware of any material
modifications that should be made to the condensed consolidated
financial statements referred to above for them to be in
conformity with accounting principles generally accepted in the
United States of America.

"We have previously audited, in accordance with auditing
standards generally accepted in the United States of America,
the consolidated balance sheet of LaserSight Incorporated and
subsidiaries as of December 31, 2001, and the related
consolidated statements of operations, stockholders' equity, and
cash flows for the year then ended (not presented herein); and
in our report dated March 22, 2002, we expressed an unqualified
opinion on those consolidated financial statements. In our
opinion, the information set forth in the accompanying condensed
consolidated balance sheet as of December 31, 2001, is fairly
stated, in all material respects, in relation to the
consolidated balance sheet from which it has been derived.

"Our report dated March 22, 2002, on the consolidated financial
statements of LaserSight Incorporated and subsidiaries as of and
for the year ended December 31, 2001, contains an explanatory
paragraph that states that the Company's recurring losses from
operations and significant accumulated deficit raise substantial
doubt about the entity's ability to continue as a going concern.
The consolidated balance sheet as of December 31, 2001, does not
include any adjustments that might result from the outcome of
that uncertainty."

The Company's management, in the same filing, said: "We have
significant liquidity and capital resource issues relative to
the timing of our accounts receivable collection and the
successful completion of new sales compared to our ongoing
payment obligations and our recurring losses from operations and
net capital deficiency raises substantial doubt about our
ability to continue as a going concern. We have experienced
significant losses and operating cash flow deficits, and we
expect that operating cash flow deficits will continue without
improvement in our operating results. In August 2002, we
executed definitive agreements relating to our China
Transaction. As a result, the Company's short-term liquidity has
improved and its operations are improving. Further improvements
in revenues will be needed to achieve profitability and positive
cash flow."


LEAP WIRELESS: S&P Slashes Credit & Sr. Unsec. Debt Ratings to D
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered the corporate credit
and senior unsecured debt ratings on San Diego, California-based
wireless provider Leap Wireless International Inc. to 'D' from
'CC' and 'C', respectively. At the same time, the ratings are
removed from CreditWatch. These actions follow the company's
recent Chapter 11 bankruptcy filing. As of Sept. 30, 2002,
the company had about $2.2 billion of total debt outstanding.

           Ratings Lowered, Removed from CreditWatch

Leap Wireless International Inc.     To    From
    Corporate credit rating           D     CC/CreditWatch Neg
    Senior unsecured debt rating      D     C/CreditWatch Neg

Leap Wireless International Inc.'s 12.500% bonds due 2010
(LWIN10USR1) are trading at 13 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=LWIN10USR1
for real-time bond pricing.


MADGE NETWORKS: Applying for Suspension of Payments in Amsterdam
----------------------------------------------------------------
Madge Networks N.V. (OTCBB: MADGF), a global supplier of
advanced wired and wireless networking product solutions, has
filed an application for a suspension of payments order in the
Dutch courts, a process similar to that of Chapter 11
reorganization under U.S. law.

Tuesday last week, an Administrative Receiver in the UK was
appointed by the largest secured creditor over the Madge groups'
main UK operating subsidiary, Madge Networks Limited and its UK
subsidiary Madge Logistics Limited. Following this appointment a
group of senior employees acquired the business of these two UK
companies from the Administrative Receiver. Payments received
from the employees for these assets will go towards settling the
debts of these two UK companies.

The new company has not assumed the existing liabilities of
Madge Networks Limited, or any other Madge company.

This new company also purchased all rights to the Madge brand
and will trade going forward as Madge Limited starting
operations and product shipments today.

Although this announcement only relates to Madge Networks N.V.
(the group parent company), Madge Networks Limited and Madge
Logistics Limited, it is likely that the other trading entities
of the Madge group will seek bankruptcy type protection as well,
as is applicable in their relevant jurisdictions.


MAGNESIUM CORP: Lee Buchwald Appointed as Chapter 11 Trustee
------------------------------------------------------------
The Honorable Robert E. Berger approved the Ad Hoc Committee of
Senior Noteholders for Magnesium Corporation of America's
request to appoint a chapter 11 trustee.

The Ad Hoc Committee points out that given the sale and the
current administrative insolvency of the Debtors' estates, there
will be no meaningful distribution, if any, to unsecured
creditors unless potential claims are investigated and, to the
extend viable, pursued and recoveries effected.

The Ad Hoc Committee asserts that since a primary target of
possible avoidance actions and other claims is Ira Rennert, who
owns and controls the Company, a conflict of interest is certain
that these valuable actions will not be pursued in the absence
of a chapter 11 trustee.

Accordingly, Carolyn S. Schwartz, the United States Trustee for
Region 2 consulted with these 4 parties-in-interest regarding
the appointment of Lee E. Buchwald as the Chapter 11 Trustee in
these cases:

      1) Joseph H. Smolisky, Esq.
         Chadbourne & Parke, LLP
         Attorneys for Debtors;

      2) Franklin H. Top, Esq.
         Chapman and Cutler
         Attorneys for the Creditors' Committee;

      3) Janice Grubin, Esq.
         Golenbock, Eseman, Assor, Bell & Peskoe
         Attorneys for Ad Hoc Committee of Senior Noteholders;
         and

      4) Jeanette L. Cotting, Esq.
         Stoel Rives LLP
         Attorneys for PacifiCorp.

Lee E. Buchwald is the President and sole owner of Buchwald
Capital Advisors, LLC, an investment banking firm specializing
in financial restructuring advisory services.  Prior to founding
his own company, Mr. Buchwald was a Managing Director of Chanin
Capital Partners and Corporate Finance Managing Director at
Rothschild Inc.  Mr. Buchwald has 20 years experience as an
investment banker and financial advisor in restructurings.

Mr. Buchwald assures the Court that he is a "disinterested
person" within the meaning of Bankruptcy Code, Section 101(14).

Consequently, the Court approved Mr. Buchwald's appointment
provided that he posts a $275,000 bond pursuant to Section 322.

Magnesium Corporation of America, a unit of Renco Group Inc., is
the largest single producer of magnesium in the United States.
The Company filed for chapter 11 protection on August 2, 2001
(Bankr. S.D.N.Y. Case No. 01-14312).  Joseph H. Smolisky, Esq.,
at Chadbourne & Parke, LLP represents the Debtors.  When the
Company filed for protection from its creditors, it listed debts
and assets of over $100 million in their petition.


METRIS COMPANIES: First Quarter Net Loss Stands at $25 Million
--------------------------------------------------------------
Metris Companies Inc., (NYSE:MXT) reported a net loss for the
quarter ended March 31, 2003 of $25.0 million. These results
include approximately $12.0 million in pre-tax write-downs of
excess property, equipment and operating leases and another $4.8
million charge for a workforce reduction.

"We are pleased with the progress that we have made during the
quarter," said David Wesselink, Metris chairman and chief
executive officer. "We have completed the key steps in our
liquidity plan, including $850 million in bank conduit
facilities, an operating agreement with the OCC that resulted in
a $155 million dividend from our bank and a term loan commitment
from Thomas H. Lee Equity Fund IV, L.P. as a backup facility.
Our management team continues its focus on improving portfolio
performance and returning to profitability."

At March 31, 2003, the Company's owned credit card portfolio was
$686 million, down from $846 million at December 31, 2002.
Managed credit card loans at March 31, 2003 declined by
approximately $745 million to $10.7 billion. The decrease in
managed portfolio balances was due to continued slower account
growth, tighter underwriting standards and more stringent credit
line management strategies.

In the first quarter, the owned net charge-off rate was 3.9
percent, compared with 34.2 percent in the fourth quarter of
2002. The managed net charge-off rate for the first quarter was
17.9 percent, compared to 18.0 percent for the fourth quarter
2002. In the fourth quarter of 2002, the Company sold a $72.5
million portfolio of revoked and 2-cycle plus delinquent assets.
Excluding the sale, the owned net charge-off rate would have
been 5.8 percent and the managed net charge-off rate would have
been 15.9 percent in the fourth quarter 2002. The Company has
experienced a higher charge-off rate over the last year due to
the weak economic environment, higher bankruptcies, a declining
receivable base and the 2001 credit line increase program.

The owned delinquency rate was 8.2 percent at March 31, 2003,
compared to 0.9 percent at December 31, 2002. The managed
delinquency rate was 11.5 percent for the first quarter,
compared to 11.0 percent in the fourth quarter. Excluding the
sale of revoked and 2-cycle plus delinquent assets, the owned
delinquency rate would have been 8.7 percent and the managed
delinquency rate would have been 11.6 percent in the fourth
quarter 2002.

Metris Companies Inc., (NYSE:MXT) is one of the nation's leading
providers of financial products and services. The Company issues
credit cards through its wholly owned subsidiary, Direct
Merchants Credit Card Bank, N.A. Through its enhancement
services division, Metris also offers consumers a comprehensive
array of value-added products, including credit protection and
insurance, extended service plans and membership clubs. For more
information, visit http://www.metriscompanies.comor
http://www.directmerchantsbank.com

As reported in Troubled Company Reporter's March 3, 2003
edition, Fitch Ratings lowered the senior and bank credit
facility ratings of Metris Companies Inc. to 'CCC' from 'B-'. In
addition, the long-term deposit rating of Direct Merchants
Credit Card Bank, N.A. has been lowered to 'B' from 'B+'. The
short-term deposit rating remains at 'B'. The ratings have been
removed from Rating Watch Negative where they were placed on
Dec. 20, 2002. The Rating Outlook is Negative for Metris and
DMCCB. Approximately $350 million of holding company debt is
affected by this rating action.

The action reflects heightened execution risk as Metris attempts
to address liquidity concerns with its various credit providers.
Fitch remains concerned with Metris' ability to renew or replace
conduit facilities that mature in the June and July 2003
timeframe, coupled with a $100 million term loan drawn under the
company's bank credit facility due in June 2003. While Metris is
in active negotiations with its credit providers, Fitch believes
the pace and complexity of this process has increased overall
risk to the company. The downgrade of DMCCB reflects its
operational ties to the holding company, which it relies on to
fund assets longer term.

Furthermore, Fitch remains concerned with low excess spread
levels in the Metris Master Trust, Metris' primary
securitization vehicle. Excess spread levels have declined
significantly over the past few months, and for many series are
below 2%, eroding the cushion that once existed. Under the
company's current bank credit agreement, Metris must maintain
minimum excess spread in the MMT. Moreover, if trust level
excess spread becomes negative, on a three month rolling
average, an early amortization of the MMT would occur. If an
early amortization of the trust were to take place, Fitch does
not believe that Metris would have sufficient liquidity to
withstand such an occurrence.

In Fitch's opinion, even if near-term liquidity issues are
satisfactorily resolved, Metris will remain challenged to
address earnings and asset quality concerns in a difficult
economic and capital markets environment. In addition, federal
bank regulators have imposed more stringent requirements on
credit card lending, namely higher capital and reserves for
subprime loans along with greater scrutiny of fee and finance
charges. While Metris has complied with these regulatory
changes, Fitch believes that these actions have negatively
impacted the economics of Metris' credit card business.


MICROFINANCIAL INC: Executes Final Amendment to Credit Agreement
----------------------------------------------------------------
MicroFinancial Incorporated (NYSE-MFI), a leader in Microticket
leasing and finance, has secured an amendment to its Credit
Agreement and received permanent waivers under its
securitization facility.

The Company indicated that it has signed an agreement that
amends its credit facility and stabilizes the Company's
relationship with its lenders. The agreement also modifies the
final maturity date to January of 2005.

The terms of the amended credit facility require the balance of
the approximately $110 million senior term loan be paid out over
the next 22 months. The loan will accrue interest at a rate of
prime plus 2%, which will be payable monthly. Certain financial
covenants such as fixed charge coverage, debt to net worth
ratios, and minimum allowance balance requirements were
eliminated.

The credit facility was originally entered into on August 2000.
This amendment replaces the Forbearance and Modification
Agreement from the senior credit facility that expired on
February 7, 2003.

The Company also has obtained a permanent waiver for its
securitization agreements that will waive each existing event of
default retroactively to the date the event of default occurred.
It will also waive specific future events of default under the
terms of the securitization agreements. This document will
replace the temporary waiver which expired on April 15, 2003.

Richard Latour, President and Chief Operating Officer stated,
"We are pleased to have secured a long-term amendment of our
credit facility and securitzation from both our bank group and
our securitzation lenders. We believe that this provides a solid
foundation that will allow us to focus our attention on seeking
a financial partner as we actively consider various financing,
restructuring and strategic alternatives."

The Company filed its Form 10K with the Securities and Exchange
Commission on April 15, 2003.

MicroFinancial Inc. (NYSE: MFI), headquartered in Woburn, MA, is
a financial intermediary specializing in leasing and financing
for products in the $500 to $10,000 range. The company has been
in operation since 1986.


MILLICOM INT'L: Amends Terms of Exchange Offer for 13-1/2% Notes
----------------------------------------------------------------
Millicom International Cellular S.A. (Nasdaq:MICC), the global
telecommunications investor, has received unconditional
commitments from approximately 67% of the holders of its 13-1/2%
Senior Subordinated Discount Notes due 2006, or the "Old Notes"
to tender their Old Notes in Millicom's ongoing private exchange
offer and consent solicitation under certain amended terms as
discussed below.

In accordance with its agreement with certain holders, as varied
by a reduction in unconditional commitments from 68% to 65%,
Millicom is amending the terms of its ongoing exchange offer and
consent solicitation as follows:

Holders of the Old Notes who tender their Old Notes will receive
for each $1,000 of Old Notes validly tendered $720 of Millicom's
newly issued 11% Senior Notes due 2006, or the "11% Notes", and
$81.7 of Millicom's newly issued 2% Senior Convertible PIK
(payment in kind) Notes due 2006, or the "2% Notes," both
maturing June 1, 2006 (which, when issued, could result in a
maximum dilution to existing Millicom stockholders of
approximately 30%, assuming no issuance of additional 2% Notes
in lieu of cash interest). The 11% Notes will have the right to
receive semi-annual amortization payments due June 1, 2004,
December 1, 2004, June 1, 2005 and December 1, 2005. The 2%
Notes will be convertible into Millicom's common stock at a
conversion price of $10.75 per share (taking into consideration
Millicom's recent reverse stock split). At maturity or upon
redemption, Millicom will have the right to, at its option, in
whole or in part, pay the then outstanding principal amount of
the 2% Notes, plus accrued and unpaid interest thereon, in cash
or in shares of its common stock.

Millicom International Operations B.V., an indirect wholly owned
subsidiary of Millicom, will irrevocably and unconditionally
guarantee the 11% Notes and 2% Notes.

In addition, Millicom continues to solicit consents to certain
amendments to the indenture under which the Old Notes were
issued. For each $1,000 of Old Notes who validly deliver a
consent and are entitled to vote, Millicom will pay a cash fee
of $50, provided that at least a majority of the holders of Old
Notes so consent.

The private exchange offer and consent solicitation on these
amended terms will be subject to certain conditions as set forth
in the revised offering documents (including a tender of 85% of
the holders of Old Notes in the exchange offer, unless otherwise
waived by Millicom) and will continue to be made only to holders
of Old Notes who are not U.S. persons, or who are U.S. persons
that are either "qualified institutional buyers" or
institutional "accredited investors" (as each of those terms are
defined under the Securities Act of 1933, as amended) and who
can make the representations to exchange set forth in these
offering documents.

Subject to these revised terms, the expiration date for the
exchange offer and consent solicitation is extended until May 2,
2003. The record date for holders eligible to participate in the
exchange offer is moved to April 16, 2003. The rights of
withdrawal for those bondholders who have already tendered their
acceptance to the exchange offer and consent solicitation will
continue until the new expiration date in accordance with the
terms of the private offering documents.

This press release is neither an offer to purchase nor a
solicitation of an offer to sell Millicom's securities and is
not being made to, nor will tenders be accepted from, or on
behalf of, holders of Old Notes in any jurisdiction in which the
making of the exchange offers and consent solicitations or the
acceptance thereof would not be in compliance with the laws of
such jurisdiction.

Millicom's securities referred to herein have not been
registered under the Securities Act of 1933, as amended, and
such securities may not be offered or sold in the United States
absent registration or an applicable exemption from registration
requirements.

Visit Millicom's homepage at http://www.millicom.comfor more
information.

Millicom International Cellular S.A. is a global
telecommunications investor with cellular operations in Asia,
Latin America and Africa. It currently has a total of 16
cellular operations and licenses in 15 countries. The Group's
cellular operations have a combined population under license
(excluding Tele2) of approximately 382 million people. In
addition, MIC provides high-speed wireless data services in six
countries. MIC also has a 6.8% interest in Tele2 AB, the leading
alternative pan-European telecommunications company offering
fixed and mobile telephony, data network and Internet services
to 16.8 million customers in 22 countries. The Company's shares
are traded on the Luxembourg Bourse and the Nasdaq Stock Market
under the symbol MICC.

As reported in Troubled Company Reporter's December 12, 2002
edition, Millicom announced it retained Lazard to assist it
in reviewing strategic alternatives to address Millicom's
ongoing liquidity needs, including other potential asset sales
and divestitures, the availability of new debt and equity
financing and potential debt restructuring alternatives.


NAT'L CENTURY: Proposes to Reject Poulsen Consulting Agreement
--------------------------------------------------------------
National Century Financial Enterprises, Inc., and its debtor-
affiliates seek the Court's authority to reject an alleged
consulting agreement with Lance Poulsen pursuant to Section 365
of the Bankruptcy Code.

Charles M. Oellermann, Esq., at Jones, Day, Reavis & Pogue, in
Columbus, Ohio, recalls that the Debtors sought and obtained the
Court's authority to reject the employment and consulting
agreements with Donald Ayers, Rebecca Parrett and Lance Poulsen.

Mr. Poulsen alleged that the NCFE board of directors approved
the Alleged Consulting Agreement at a board meeting at noon on
November 8, 2002.  Mr. Oellermann refutes that this is contrary
to the Debtors' books and records.  The approval of the Alleged
Consulting Agreement was reflected in a set of draft resolutions
that were attached to the Poulsen Objection.  According to these
draft resolutions, Mr. Poulsen would have been entitled to
continue to receive his current base salary and benefits in
exchange for his consultation with NCFE on bankruptcy matters
and working with the regulatory agencies investigating NCFE.

Mr. Oellermann argues that the draft resolutions were never
approved by the NCFE board of directors and were not drafted by
the Debtors' counsel.  At the Rejection Hearing, the Debtors
presented two witnesses who had participated in the Board
Meeting and testified that the Alleged Consulting Agreement was
not discussed or approved at that meeting.  Nonetheless, the
Debtors now seek the Court's authority to reject that agreement,
to the extent it exists.

Rejection of the Alleged Consulting Agreement, Mr. Oellermann
explains, will ensure that Mr. Poulsen cannot even assert that
any administrative expense claims continue to accrue under the
alleged agreement.  Mr. Poulsen resigned his position with the
Debtors prior to the Petition Date, and the Debtors no longer
need any consulting services from him.

To the extent that the Debtors or any other party-in-interest
desires historical factual information from Mr. Poulsen
regarding the Debtors or their operations, they may obtain
information either informally on a consensual basis or through
the judicial process, without the need to pay Mr. Poulsen under
the terms of the Alleged Consulting Agreement or on any other
basis. (National Century Bankruptcy News, Issue No. 13;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


NATIONAL STEEL: U.S. Steels Delivers Winning $1,050,000,000 Bid
---------------------------------------------------------------
National Steel Corp. announced that United States Steel
Corporation has emerged as the highest and best bidder in a
competitive auction held Wednesday and Thursday last week for
substantially all of National Steel's principal steelmaking and
finishing assets and iron ore pellet operations, subject to
bankruptcy court approval. U.S. Steel's bid calls for the
payment of $850 million in cash at closing and the assumption of
certain liabilities of approximately $200 million.

The results of the auction will be presented for approval of the
sale of such assets by the United States Bankruptcy Court for
the Northern District of Illinois in Chicago at a hearing in
Chicago on April 21, 2003.

National Steel exercised its rights to terminate a prior asset
purchase agreement with AK Steel Corporation. AK Steel failed to
secure a collective bargaining agreement with the United Steel
Workers of America.

National Steel filed voluntary petitions for reorganization
under Chapter 11 in the U.S. Bankruptcy Code in the Northern
District of Illinois in Chicago on March 6, 2002.

Headquartered in Mishawaka, Indiana, National Steel Corporation
is one of the nation's largest producers of carbon flat-rolled
steel products, with annual shipments of approximately six
million tons. National Steel employs approximately 8,200
employees. For more information about the company, its products
and its facilities, please visit National Steel's website at
http://www.nationalsteel.com


NIAGARA MOHAWK: Settles Reconciliation Issues with NYPSC Staff
--------------------------------------------------------------
As previously reported, on November 29, 2002, during an audit,
the New York State Department of Public Service Staff identified
reconciliation issues between the rate allowance and actual
costs of Niagara Mohawk's pension and other post-retirement
benefits.  These reconciliation issues covered the period before
the acquisition by National Grid Group.  In November, Niagara
Mohawk initially projected that the audit would produce an $80
million adjustment to its deferral account and additional
interest expense of approximately $10 million annually during
calendar years 2001, 2000 and 1999.

The Company has reached a settlement with the Staff that
resolves all issues associated with its pension and other post-
retirement benefit obligations and certain deferral account
adjustments for the period prior to the acquisition.  The
settlement is subject to public notice and approval by the full
New York State Public Service Commission.  Under the settlement,
the Company has agreed to credit its deferral account by $55
million for a series of issues including pension and other post-
retirement benefits, with the offset recorded to goodwill ($37
million net of tax).  Of this $55 million, $32 million relates
specifically to other post-retirement benefits and will reduce
the Company's future funding obligations.

In addition, the settlement covers the funding of the Company's
pension and post-retirement benefit plans.  Under the
settlement, the Company has agreed to provide $100 million of
tax-deductible funding by April 30, 2003.  Of this amount, $32
million is offset by the regulatory deferral above, and the
remainder will fund already recorded liabilities.  This funding
includes $32 million of interest, of which $14 million net of
tax has been recorded to goodwill.

Finally, the Company has agreed to fund an additional $209
million, on a tax-deductible basis, by December 31, 2011.  This
amount includes $18 million of interest, all of which will be
recorded to goodwill ($11 million net of tax).  Prior to the
acquisition, the Company had recorded all but the interest
portion of the $209 million as a liability on its books.  The
Company will earn a rate of return of at least 6.60 percent on
any portion of the $209 million that it funds before December
31, 2011, plus 80 percent of the amount by which the rate of
return on the pension and post-retirement benefit funds exceeds
5.34 percent.

At December 31, 2002, Niagara Mohawk reported a working capital
deficit of about $655 million.


NORTEL: Annual Shareholders Meeting to Convene on April 24, 2003
----------------------------------------------------------------
Annual and Special Meeting of Shareholders 2003

What: Nortel Networks will host the Annual and Special Meeting
       of Shareholders 2003 which will be audio/video webcast.

Who:  -- L. R. Wilson, Chairman of the Board

       -- F. A. Dunn, President, Chief Executive Officer

When:    10:00 AM ET Thursday April 24, 2003

Where:   To participate via the audio webcast, please visit the
          following Web page at least 15 minutes prior to the
          start of the event:

          http://www.nortelnetworks.com/agm2003

Replay: One hour after the conference, you can listen to the
         replay at:

       -- North America: 1-888-268-8010 Passcode: 79424527#

       -- International: 1-972-685-0472 Passcode: 79424527#

This replay is available until 11:59 pm ET, May 3, 2003.

Audio/video webcast replay:
http://www.nortelnetworks.com/agm2003

                         *   *   *

As reported in the Troubled Company Reporter's Nov. 6, 2002,
issue, Moody's Investors Service lowered the senior secured and
senior implied ratings on the securities of Nortel Networks
Corp., and its subsidiaries to B3 and Caa3 from Ba3 and B3
respectively.

Outlook is negative.

The rating action reflects the lack of Nortel's financial
flexibility and the decline of its revenue base. The downgrade
also takes into account the company's planned lapse of its $1.5
billion in credit facilities due on December. However the rating
action is offset by its substantial cash, modest near-term debt
maturities, and the progress the company has made in
streamlining its expenses.

Nortel Networks Corp.'s 7.400% bonds due 2006 (NT06CAR2) are
presently trading at 92 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=NT06CAR2for
real-time bond pricing.


NORTEL: Financial Analysts Teleconference Set for April 24, 2003
----------------------------------------------------------------
Nortel Networks Q1 2003 Earnings Announcement

What: Nortel Networks will host a teleconference/audio webcast
       with the investment community to discuss Q1 2003 Earnings.

Who:  -- Frank Dunn, President, Chief Executive Officer

       -- Doug Beatty, Chief Financial Officer

       -- Angela McMonagle, Vice President, Investor Relations

When:    8:15AM ET - 9:15AM ET, Thursday April 24, 2003

Where:   To participate via the teleconference, please call the
          following numbers at least 15 minutes prior to the
          start of the event:

       -- North America: 1-888-211-4395

       -- International: 1-212-231-6049

To participate via the audio webcast, please visit the
following Web page at least 15 minutes prior to the start of
the event: http://www.nortelnetworks.com/1q2003

Replay: One hour after the conference, you can listen to the
replay at:

       -- North America: 1-800-383-0935 Passcode: 21107420#

       -- International: 1-402-530-5545 Passcode: 21107420#

This replay is available until 11:59 pm ET, May 7, 2003.

Audio webcast replay: http://www.nortelnetworks.com/1q2003

                         *   *   *

As reported in the Troubled Company Reporter's Nov. 6, 2002,
issue, Moody's Investors Service lowered the senior secured and
senior implied ratings on the securities of Nortel Networks
Corp., and its subsidiaries to B3 and Caa3 from Ba3 and B3
respectively.

Outlook is negative.

The rating action reflects the lack of Nortel's financial
flexibility and the decline of its revenue base. The downgrade
also takes into account the company's planned lapse of its $1.5
billion in credit facilities due on December. However the rating
action is offset by its substantial cash, modest near-term debt
maturities, and the progress the company has made in
streamlining its expenses.


NORTHWEST AIRLINES: Q1 Net Loss More than Doubles to $396 Mill.
---------------------------------------------------------------
Northwest Airlines Corporation (Nasdaq: NWAC), the parent of
Northwest Airlines, reported a first quarter net loss of $396
million or $4.62 per common share. This compares to a first
quarter 2002 net loss of $171 million or $2.01 per common share.

First quarter 2003 results included $78 million in pre-tax
charges for severance and pension curtailment expenses
associated with workforce reductions, which were driven by
capacity reductions resulting from the Iraq War. Excluding these
charges, Northwest reported a first quarter 2003 net loss of
$318 million or $3.71 per common share. This compares to
consensus estimates of a $4.67 loss per share.

"While Northwest Airlines continued to manage its costs
aggressively during the quarter, the travel downturn that began
some two years ago has further deteriorated due to the war, and
shows no signs of improving," said Richard Anderson, chief
executive officer.

The impact of reduced travel demand due to the conflict with
Iraq forced Northwest in late March to significantly reduce
system-wide ASMs (available seat miles), ground approximately 20
aircraft and reduce its active workforce by 4,900 positions.

"Because we believe that revenues will not recover to historical
levels, we are continuing to address costs in every area of the
operation. As labor is the single biggest expense of running
Northwest, we are now conducting discussions with each of our
unions concerning cost restructuring."

"In light of the cost adjustments made at many of our
competitors, it is imperative that we reduce our labor expenses
so that we can restore Northwest to profitability," Anderson
added.

                       Operating Results

First quarter 2003 operating revenues increased 3.2% to $2.25
billion versus the first quarter 2002. Operating expenses
increased 8.4%, primarily as a result of higher fuel prices and
unusual items.

Operating cost per seat mile increased 5.2% compared to the
first quarter of 2002. Excluding the unusual items and fuel,
unit costs decreased 3.1%.

During the quarter, fuel prices averaged 85 cents per gallon,
which was 44% higher than in the first quarter of last year.
First quarter 2003 fuel expense, which included $49 million in
benefits from fuel hedging, was $120 million higher year-over-
year.

"Northwest remains focused on reducing our cost structure and
maintaining the highest liquidity position possible during these
uncertain times," said Bernie Han, executive vice president and
chief financial officer. "We have now completed six rounds of
cost initiatives since the spring of 2001 and are fully
utilizing all options to achieve non-labor cost reductions."

The quarterly results reflect a tax benefit limited under the
provision of SFAS 109, which resulted in a tax rate of 7%. Until
it is again profitable, the Company will likely not be in a
position to record future tax benefits.

Northwest's quarter-end total cash was $2.34 billion, including
a $217 million tax refund received in February. Quarter-end
unrestricted cash was $2.15 billion.

At March 31, 2003, Northwest's balance sheet shows a total
shareholders' equity deficit of close to $3 billion.

                          Other Activity

On March 31, the U.S. Department of Transportation approved a
marketing alliance between Northwest, Delta Air Lines and
Continental Airlines, that will permit Northwest to build on its
successful marketing agreement with Continental.

"We are pleased that the DOT approved the agreement that will
allow us to offer increased service levels and broader choices
of destinations for our customers," said Doug Steenland,
president.

"Through codesharing with Delta, service to smaller communities,
a hallmark of Northwest's current route network, will be
enhanced. Over time, the new partnership with Delta will provide
additional revenue opportunities for Northwest," Steenland
added.

In late February, Northwest celebrated its first year of
operation at its new WorldGateway terminal at Detroit
Metropolitan Airport. As customer feedback attests, features of
the new facility, including nearly 100 E-Service Centers that
greatly reduce check-in times, are making the travel experience
easy and efficient.

"Our customers appreciate that the WorldGateway is one of the
few airports in North America, along with our other domestic
hubs, where international and domestic gates are located in the
same facility, improving efficiencies for both travelers and the
airline," Steenland added.

Northwest Airlines is the world's fourth largest airline with
hubs at Detroit, Minneapolis/St. Paul, Memphis, Tokyo and
Amsterdam, and approximately 1,500 daily departures. With its
travel partners, Northwest serves nearly 750 cities in almost
120 countries on six continents. In 2002, consumers from
throughout the world recognized Northwest's efforts to make
travel easier. A 2002 J.D. Power and Associates study ranked
airports at Detroit and Minneapolis/St. Paul, home to
Northwest's two largest hubs, tied for second place among large
domestic airports in overall customer satisfaction. Business
travelers who subscribe to OAG print and electronic flight
guides rated nwa.com as the best airline Web site. Readers of
TTG Asia and TTG China named Northwest "Best North American
airline."


NORTHWEST AIRLINES: S&P Concerned about Low Q1 2003 Revenues
------------------------------------------------------------
Northwest Airlines Corp. (B+/Watch Neg/--), parent of Northwest
Airlines Inc. (B+/Watch Neg/--), reported a substantial first-
quarter 2003 pretax loss of $426 million (including $78 million
of special charges). Standard & Poor's Ratings Services said
that its ratings on both companies remain on CreditWatch with
negative implications.

The loss, which was expected, reflects damage from depressed
passenger revenue leading up to and during the Iraq war, plus
high fuel prices prior to the war. More recently, the SARS virus
has caused a decline in travel to and within Asia, a major
market for Northwest. However, most of Northwest's Asian flights
are focused on Japan, which has been less affected than other
Asian regions. Northwest, like other large U.S. airlines, is
cutting flying and its costs where possible and has opened
talks with its unions about potential labor cost concessions.
Liquidity remains good, with $2.15 billion of unrestricted cash
at March 31, benefiting from a $217 million tax refund and
little changed from the total at the end of 2002.


NORTHWESTERN CORP: Dec. 31 Balance Sheet Upside-Down by $456MM
--------------------------------------------------------------
NorthWestern Corporation (NYSE: NOR), one of the largest
providers of electricity and natural gas in the Upper Midwest
and Northwest, reported its financial results for the year ended
Dec. 31, 2002, following the filing with the Securities and
Exchange Commission of its Annual Report on Form 10-K and
amended Quarterly Reports on Form 10-Q/A which restated prior
unaudited results for the first three quarters of 2002.  In
addition, the Company updated the progress of its turnaround
plan.

The Company reported a loss on common stock for the year ended
Dec. 31, 2002, of $892.9 million, compared with earnings on
common stock of $37.5 million in 2001. Full-year 2002 results
were negatively impacted by $878.5 million in charges.

Consolidated revenues for 2002 were $2.0 billion, a 15.5 percent
increase from $1.7 billion in 2001.  Revenue increased in 2002
due to the addition of the newly acquired Montana electric and
natural gas utility operations as well as increased revenue at
Blue Dot, the Company's heating, ventilation and air
conditioning business, primarily as the result of several
acquisitions. However, consolidated revenues were adversely
impacted by a substantial decrease in revenue from Expanets, the
Company's communications services business, due primarily to
deteriorating telecommunications markets and problems caused by
complications with its EXPERT billing and collection system.

At December 31, 2002, Northwestern Corp.'s balance sheet shows a
total shareholders' equity deficit of about $456 million.

                          2002 Charges

As previously announced, NorthWestern reported significant
charges in 2002 totaling $878.5 million. The breakdown of the
charges are as follows:

*  Impairment of Blue Dot goodwill and other long-lived assets
    $301.7 million

*  Impairment of Expanets goodwill and other long-lived assets
    $288.7 million

*  Discontinued operations of CornerStone Propane, net of tax
    benefits $101.7 million

*  Valuation allowance for deferred tax asset $71.5 million

*  Expanets billing adjustments and accounts receivable write-
    offs and reserves $65.8 million

*  Impairment of Montana First Megawatts project $35.7 million

*  Retirement of acquisition term loan, net of tax benefits
    $13.4 million

                Restatement of Quarterly Results

Immediately prior to filing NorthWestern's 2002 Annual Report on
Form 10-K, NorthWestern filed amended Quarterly Reports on Form
10-Q/A for the periods ended March 31, 2002, June 30, 2002, and
Sept. 30, 2002.  The quarterly reports were restated and include
additional disclosures in the appropriate periods related to:

*  billing adjustments reducing revenues and increases in
    accounts receivable reserves and write-offs resulting from
    significant deficiencies in Expanets' EXPERT billing and
    collection system;

*  the inadequacy of data to support recording certain revenues
    on a percentage of completion basis, thereby requiring
    utilization of completed contract revenue recognition
    methodology for such revenues and cost recognition;

*  the impact resulting from the finalization of the purchase
    accounting for the acquisition of the Montana utility
    operations;

*  the reversal of losses previously allocated to minority
    shareholders of Blue Dot as a result of the finalization of
    the purchase accounting for acquisitions made in 2002;

*  the timing, amount and disclosure of adjustment to certain
    accruals;

*  the quarterly impact of certain other adjustments.

           Results from Core Utility Operations for 2002

NorthWestern's core electric and natural gas utility,
NorthWestern Energy, reported operating income of $145.0
million, compared with operating income of $45.9 million in
2001.  Revenues for 2002 increased to $775.4 million, up
substantially from revenues of $251.2 million in 2001.  Results
for 2002 include 11 months of Montana energy operations, which
were acquired in February 2002.  In 2002, Montana utility
operations contributed $113.1 million in operating income, with
revenues of $562.6 million, excluding results from January 2002.
South Dakota and Nebraska operations contributed $31.9 million
in operating income in 2002, with revenues of $212.7 million.

Total sales of electricity increased to approximately 9.4
million megawatt hours in 2002, compared with 1.6 million
megawatt hours in 2001.  Total sales of natural gas grew to
approximately 36.7 million MMBTU, compared with 18.3 million
MMBTU in 2001.  Energy sales in 2002 reflect 11 months of
results from Montana operations.

           Results from Nonutility Operations for 2002

For 2002, Expanets reported an operating loss of $391.9 million,
compared with an operating loss of $102.6 million in 2001.
Full-year 2002 results were adversely impacted by goodwill and
other long-lived asset impairments in the fourth quarter of 2002
of $288.7 million and a $65.8 million increase in reserves and
write-offs for billing adjustments and accounts receivable and
ongoing complications with Expanets' EXPERT enterprise billing
and collection system.  Revenues decreased in 2002 to $710.5
million, compared with $1.0 billion in 2001, due to
deteriorating telecommunications markets and ongoing
complications with the EXPERT system.

Blue Dot reported an operating loss in 2002 of $311.3 million,
compared with an operating loss of $13.8 million in 2001.  Blue
Dot's results were adversely impacted by goodwill and other
long-lived asset impairments of $301.7 million and challenging
economic conditions.  Revenues were $471.8 million in 2002,
compared with revenues in 2001 of $423.8 million.  The increase
in revenues was primarily due to acquisitions made during 2001
and 2002.

                     Turnaround Plan Update

As previously announced, NorthWestern is implementing a
turnaround plan involving the following actions:

*  Focusing on the Company's core electric and natural gas
    utility business.

*  Reducing debt by applying net proceeds from the sale of
    noncore assets and businesses, including Blue Dot, Expanets,
    the Montana First Megawatts generation project and the
    Colstrip (Montana) transmission line.

*  Reducing costs and improving cash flow.

*  Strengthening internal financial controls and procedures.

NorthWestern reported that progress has been made on several
fronts regarding its turnaround plan, including:

*  As part of a new agreement, Avaya, Inc. relinquished its
    equity interest in Expanets and canceled a noninterest
    bearing subordinated note with Expanets in the face amount of
    $35 million due in 2005, which had a carrying value of
    approximately $27 million.  In addition, Expanets extended
    the payment schedule for approximately $27 million of debt
    owed to Avaya, originally due Dec. 31, 2002, and now due in
    three equal payments on Jan. 1, April 1 and July 1, 2004.
    NorthWestern has an obligation to purchase inventory and
    receivables in an amount equal to the outstanding balance in
    the event it is not repaid by Expanets.

*  NorthWestern has engaged an investment advisor to pursue a
    possible sale or disposition of Blue Dot and Expanets.  In
    addition, the Company does not intend to make additional
    significant investments in Blue Dot and Expanets and is
    working to improve their financial independence.

*  Blue Dot has sold 15 of 16 noncore business locations that it
    had previously targeted for sale.  Selling these
    underperforming locations, along with reductions in corporate
    overhead, will help Blue Dot to become more self sufficient.

*  The Company has hired a chief restructuring officer,
    reporting directly to the Chief Executive Officer, and
    retained advisors to assist in developing strategic
    alternatives to reduce costs, improve cash flow and reduce
    debt.

*  The Company has hired a vice president of audit and controls,
    reporting directly to the Chief Executive Officer, to assess,
    implement and monitor internal controls.

NorthWestern said that based on current plans and business
conditions, the Company expects that its cash flows from
operations, cash and cash equivalents will be sufficient to meet
its cash requirements for the next 12 months.  The Company
believes that it may need additional funding sources or proceeds
from the sale of noncore assets by the end of 2004 or early
2005.  In 2005, the Company faces substantial debt maturities.

Given the Company's significant debt, the board of directors
intends to review the appropriateness of each periodic interest
payment of its trust preferred securities in light of, among
other things, the progress of its turnaround plan and the
Company's liquidity needs.  The Company has the right to defer
interest payments for up to 20 consecutive quarters.  If
interest payments are deferred, cash distributions on the trust
preferred securities will also be deferred.  In each case,
interest would accrue on deferred payments.

Absent the receipt of significant proceeds from the sale of
noncore assets, the raising of additional capital or a
restructuring of existing debt, the Company will not be able to
meet its substantial debt maturities.  The Company is currently
working with outside advisors to identify alternatives to
restructure its long-term debt.

"Recognizing our significant challenges, we are taking steps to
try and stabilize NorthWestern's current financial position and
ensure that we maintain sufficient funds to support our core
utility business and meet our obligations," said Gary G. Drook,
NorthWestern's Chief Executive Officer.  "In the near term, we
are taking actions intended to assist us in reducing debt and
returning our focus to our core utility business.  In the longer
term, we are evaluating our options for restructuring our
indebtedness."

NorthWestern Corporation is one of the largest providers of
electricity and natural gas in the Upper Midwest and Northwest,
serving approximately 598,000 customers in Montana, South Dakota
and Nebraska.  NorthWestern also has investments in Expanets,
Inc., a leading nationwide provider of networked communications
and data services to small and mid-sized businesses, and Blue
Dot Services Inc., a provider of heating, ventilation and air
conditioning services to residential and commercial customers.


NOVA COMMS: Completes $1-Million Debt-to-Equity Conversion Deal
---------------------------------------------------------------
Nova Communications Ltd., (OTCBB:NCVM) has successfully struck
approximately $1,000,000 from its balance sheet from one of its
creditors.

The creditor, Palaut, Inc., was owed approximately $1,000,000
for loans and deferred compensation. Because of the Company's
progress in business developments as described in Nova's
Stockholder Letter of February 11, 2003, Palaut, Inc., has
elected to convert its debt into a Nova equity position.

Nova Communications CEO Ken Owen stated, "This debt conversion
into equity marks a strong vote of confidence by Palaut, Inc.,
and yet another dramatic change that we feel will build great
value over the long term. Additionally, we previously divested a
money-losing entity that relieved the Company of more than $5
million in liabilities.

"The combination of our efforts has begun to pay off as we see
our balance sheet improve substantially. Concurrently, the
Kadfield, Inc. subsidiary's core business continues strong
growth, reporting over $6,000,000 in revenue for the nine months
ended September 30th," Owen concluded.

Nova Communications has and continues to institute changes to
its strategies, operations and processes to address these risk
factors and to mitigate their impact on Nova Communication's
results of operations and financial condition. However, no
assurances can be given that Nova Communications will be
successful in these efforts.

At December 31, 2002, Nova Communications' balance sheet shows a
working capital deficit of close to $1 million, and a total
shareholders' equity deficit of about $2 million.


OBSIDIAN ENTERPRISES: Appoints Rick D. Snow as New EVP and CFO
--------------------------------------------------------------
Obsidian Enterprises, Inc., (OTC Bulletin Board: OBSD) has named
Rick D. Snow Executive Vice President and Chief Financial
Officer.  Mr. Snow, a Certified Public Accountant since 1987,
brings a wealth of experience to Obsidian, a holding company
that invests in small and mid-cap companies in basic industries
such as manufacturing and transportation.

Mr. Snow will also continue to serve as Chief Financial Officer
for Fair Finance, a company located in Akron, Ohio, of which
Timothy S. Durham, Chairman and C.E.O. of Obsidian Enterprises,
is C.E.O.

At Fair Finance, Mr. Snow oversees the financial management of
the company, including financial reporting, tax compliance,
systems implementation and strategic planning.

Mr. Snow came to Fair Finance in 2002 with several years of
experience at Grant Thornton, a national accounting firm, and
Brockman, Coats, Gedelian & Co., a regional accounting firm,
where he worked as Senior Manager to oversee business and
assurance services and business advisory services. His
background also includes extensive experience in mergers and
acquisitions.

Mr. Snow earned a Bachelor of Business Administration from Kent
State University and is a member of the American Institute of
Certified Public Accountants and the Ohio Society of Certified
Public Accountants. He has served in several leadership roles
for civic and charitable organizations.

Timothy Durham stated, "Rick Snow brings extensive financial and
auditing experience, and I know that he will be an invaluable
asset to Obsidian."

Mr. Snow added, "I am pleased to join Obsidian's team and I look
forward to contributing to the company's growth and increasing
shareholder value."

Mr. Snow is replacing the outgoing Barry S. Baer, who completed
a yearlong project for Obsidian, related to the 2001 transition
of the company from a private sector venture capital group to a
public entity.

Obsidian, whose January 31, 2003 balance sheet shows a total
shareholders' equity deficit of about $1 million, is a holding
company headquartered in Indianapolis, Indiana. It conducts
business through five subsidiaries: Pyramid Coach, Inc., a
leading provider of corporate and celebrity entertainer coach
leases; United Trailers, Inc., and its sister company, Southwest
Trailers, manufacturers of steel-framed cargo, racing ATV and
specialty trailers; U.S. Rubber Reclaiming, Inc., a butyl-rubber
reclaiming operation; and Danzer Industries, Inc., a
manufacturer of service and utility truck bodies and
accessories. More information on each of these companies can be
found online at http://www.obsidianenterprises.com


PACIFICARE HEALTH: Ups EPS Guidance for First Quarter & FY 2003
---------------------------------------------------------------
PacifiCare Health Systems Inc., (Nasdaq:PHSY) is revising its
earnings per share guidance for the 2003 first quarter upward to
at least $1.90, significantly above its previous EPS guidance of
$0.85 to $0.95.

The higher earnings are in part being driven by favorable
changes in prior period estimates of health-care costs, which
are expected to contribute approximately $0.67 per share. The
positive prior period adjustments primarily reflect an
improvement in Texas operating results, including lower than
anticipated utilization rates prior to the company's exit from
the Houston Medicare market on Jan. 1.

Gregory W. Scott, executive vice president and chief financial
officer, said, "We are also raising our guidance for the full
year to a range of $6.00 to $6.10 per share, up from our prior
guidance of $4.25 to $4.35.

"We are extremely pleased that PacifiCare's run rate in the
first quarter will significantly exceed our expectations
primarily due to lower cost trends related in part to a light
flu season, as well as favorable membership trends in both our
commercial and senior businesses.

"It's early, but we are encouraged by the potential impact that
our prior period changes in estimates may have on our 2003
health-care cost trends. Our balance sheet reserves for medical
claims and benefits payable will increase in the first quarter,
reflecting the growth of our commercial risk membership."

Earnings results for the first quarter will be issued after the
market close on Wednesday, April 30. Concurrent with its first
quarter results, the company also said it will introduce a new
reporting format for its financial statements.

The new format will reflect a change in the way the company
reports revenue and expenses for all lines of business,
providing investors more visibility into the performance of its
pharmacy benefit management, behavioral health, and dental and
vision subsidiaries.

Revenue will comprise four categories: commercial, senior,
specialty and other, and net investment income. Health-care
services and other expenses will comprise commercial benefits,
senior benefits, and specialty and other benefits. The change
will not affect the selling, general and administrative expense
line.

Because the format combines revenue from fully-insured and non-
fully-insured businesses, the company will provide additional
detail on its medical loss ratios (MLRs) in its supplemental
financial tables.

This data will allow investors to separately track the private
sector MLRs for both the commercial and senior lines of business
and the government sector MLR for the company's senior line of
business, primarily its Medicare + Choice product.

Attached to this news release are pro forma results for the most
recent four quarters through the year ended Dec. 31, 2002. These
results have been reformatted according to the new reporting
presentation being adopted as of the 2003 first quarter.

                Conference Call Information

PacifiCare will host a conference call and webcast on April 30
at 2 p.m. Pacific time, 5 p.m. Eastern time, to discuss the
company's earnings for the first quarter of 2003.

Interested parties will be able to access the live conference by
calling 888/456-0364 (630/395-0252 for international calls),
password "PacifiCare." A replay of the call will be available
through May 22, 2003, at 800/934-9914. Additionally, the live
webcast of the call will be available on PacifiCare's Web site
at http://www.pacificare.com Click on Investor Relations and
then Conference Calls, to access the link.

PacifiCare Health Systems serves more than 3 million health plan
members and approximately 9 million specialty plan members
nationwide and has annual revenues of about $11 billion.
PacifiCare is celebrating its 25th anniversary as one of the
nation's largest consumer health organizations, offering
individuals, employers and Medicare beneficiaries a variety of
consumer-driven health care and insurance products.

Specialty operations include behavioral health, dental and
vision, life insurance, and complete pharmacy and medical
management through its wholly owned subsidiary, Prescription
Solutions. More information on PacifiCare Health Systems is
available at http://www.pacificare.com

                        *      *      *

As reported in Troubled Company Reporter's December 4, 2002
edition, Standard & Poor's assigned its 'B' rating to PacifiCare
Health Systems Inc.'s $125 million 3% convertible subordinated
debentures, which are due in 2032 and are being issued under SEC
Rule 144A with registration rights.

Standard & Poor's also said that it revised its outlook on
PacifiCare to stable from negative.

"The rating is based on PacifiCare's good business position as a
regional managed care organization and improved earnings
performance," said Standard & Poor's credit analyst Phillip C.
Tsang. "Offsetting these strengths are PacifiCare's marginal
capitalization and high percentage of goodwill in its capital."
PacifiCare expects to use the net proceeds from the issue to
permanently repay indebtedness under its senior credit facility,
with the remainder for general corporate purposes.


PHILIP SERVICES: Mulls Chapter 11 Filing to Effect Fin'l Workout
----------------------------------------------------------------
Philip Services Corporation (OTC:PSCD.PK) (TSE:PSC) announced
fourth quarter and full year financial results for 2002. Fourth
quarter operating results improved from a loss of $33.2 million
in 2001 to a loss of $7.4 million in 2002. Operating results for
the full year ending December 31, 2002 improved to income of
$7.4 million in 2002 compared to a loss of $41.3 million in
2001. For the twelve-month period ending December 31, 2002, net
loss was $59.2 million compared with a net loss of $78.1 million
for the same period of 2001.

"We are continuing to execute our business strategy in the face
of challenging economic conditions," said Michael W. Ramirez,
chief financial officer for PSC. "While we are reporting a loss
for the quarter, we are encouraged by the progress we've made in
restructuring our operations." PSC completed the merger of its
former Environmental Services and Industrial Cleaning
organizations in late 2002 and closed on the sale of five
Project Services Division business groups in March 2003.

"Our restructuring efforts will now focus more towards PSC's
capital structure," added Ramirez. The company has filed a
Current Report on Form 8-K with the SEC announcing the extension
of its operating credit facility to June 2, 2003. PSC intends to
use the extension to prepare to restructure its balance sheet
and refinance its debt. It is anticipated that this financial
restructuring will be completed through the filing of a
proceeding under Chapter 11 of the U.S. Bankruptcy Code. No
filing, however, has yet been made.

Highlights for the Three- and Twelve-Month Periods Ending
December 31, 2002:

-- Revenue for the three-month period ending December 31, 2002,
    was $288.1 million, compared to $251.7 million for the same
    period in 2001. For the twelve-month period ending
    December 31, 2002, revenue was $1,118.5 million compared to
    $1,144.8 million for the same period in 2001. The increase in
    revenue for the three-month period ending December 31, 2002,
    is due principally to the increased revenue associated with
    price increases for ferrous scrap metal and the demand for
    finished steel products. The decline in revenue for the
    twelve-month period ending December 31, 2002, is due
    primarily to PSC's Industrial Services Group experiencing
    reductions in work scope and postponements of projects and
    the divestiture in the first quarter of 2002 of certain of
    its operations. The decline was partially offset by increased
    revenue from PSC's Metals Services Group associated with
    price increases for ferrous scrap metal and the demand for
    finished steel products.

-- Loss from operations was $7.4 million or 2.6% of
    revenue for the three-month period ending December 31, 2002,
    compared with $33.2 million or 13.2% of revenue
    for the same period of 2001. Loss from operations for the
    three-month period ending December 31, 2002, was positively
    impacted by improved ferrous scrap metal prices and the
    demand for finished steel products. Also, PSC's waste
    services business line realized improved operating profit of
    $7.3 million during the three-month period when compared to
    2001 due to higher demand for services in 2002 as compared to
    depressed levels immediately following the events of
    September 11, 2001. Additionally, in the three-month period,
    selling, general and administrative expenses were $19.3
    million lower than 2001 due to the recording of $8.1 million
    of bad debt provisions associated with certain customer
    bankruptcies in 2001, the recording of $4.7 million in 2001
    related to an insurance charge, and cost efficiencies
    realized in 2002.

-- Income from operations was $7.4 million or 0.7% of revenue
    for the twelve-month period ending December 31, 2002,
    compared with a loss of $41.3 million or 3.6% of revenue
    for the same period of 2001. Income from operations for the
    twelve-month period ending December 31, 2002, was positively
    impacted by a $19.8 million insurance settlement involving
    certain environmental sites of the company offset by a $5.0
    million charge for incremental environmental liabilities.
    Income from operations was also positively impacted by higher
    ferrous scrap metal prices and demand for finished steel
    products resulting in improved operating results of
    approximately $12 million and increased demand in the waste
    services business line resulting in improved operating
    results of approximately $7 million. Additionally, bad debt
    expense declined $16 million in 2002 compared with 2001.

-- Net loss was $30.7 million for the three-month period
    ending December 31, 2002, compared with $50.8 million for the
    same period of 2001. For the twelve-month period ending
    December 31, 2002, net loss was $59.2 million compared with a
    net loss of $78.1 million for the same period of 2001. The
    decrease in the net loss for the twelve-month period ending
    December 31, 2002, was principally due to the factors noted
    above partially offset by interest expense which was $11.5
    million higher in 2002 than in 2001 and operations that were
    divested during 2002 and the first quarter of 2003, which
    have been recorded as discontinued operations. The
    discontinued operations reported a loss of $11.5 million in
    2002 compared to income of $4.6 million in 2001.

Headquartered in Houston, Philip Services Corporation
(PSC)(OTC:PSCD.PK)(TSE:PSC) is an industrial and metals services
company with two operating groups: PSC Industrial Services
provides industrial cleaning and environmental services; and PSC
Metals Services delivers scrap charge optimization, inventory
management, remote scrap sourcing, by-products services and
industrial scrap removal to major industry sectors throughout
North America. With over 6,500 experienced professionals, PSC is
geographically positioned to meet the needs of its clients in
Mexico, Canada and the United States. For more information about
PSC, visit http://www.contactpsc.com/


PHOTRONICS INC: Closes Private Placement of $150MM Conv. Notes
--------------------------------------------------------------
Photronics, Inc., (Nasdaq: PLAB) has completed its offering of
$150 million 2-1/4% Convertible Subordinated Notes due 2008 to
qualified institutional buyers pursuant to Rule 144A under the
Securities Act of 1933.  This amount includes $25 million
principal amount of Notes issued pursuant to an option granted
to the initial purchasers of the notes.

The Notes are convertible, at the option of the holders, into
shares of Photronics common stock at a conversion rate of
62.9376 shares per $1,000 principal amount of Notes, subject to
adjustment in certain circumstances. This represents a
conversion premium of 42.5% based on the closing price of $11.15
for the common stock on April 9, 2003. Photronics may not redeem
these Notes prior to their final maturity on April 15, 2008.

The Notes and the common stock issuable upon conversion of the
Notes have not been registered under the Securities Act or any
state securities laws and, unless so registered, may not be
offered or sold in the United States absent registration under,
or an applicable exemption from, the registration requirements
of the Securities Act and applicable state securities laws.

As previously reported in Troubled Company Reporter, Standard &
Poor's Ratings Services assigned its 'B' rating to Photronics
Inc.'s pending sale of $125 million in convertible subordinated
notes due 2008. The new issue is expected to repay outstanding
higher-coupon debt, thereby reducing the company's interest
expense, and extending its maturity schedule, while moderately
increasing its cash balances. The company's banks are likely to
relax the covenants in Photronics' revolving credit agreement.

At the same time, Standard & Poor's affirmed its 'BB-' corporate
credit rating and its other ratings on Photronics. The outlook
is negative.


POLYONE CORP: Intends to Complete Debt Workout Early Next Month
---------------------------------------------------------------
PolyOne Corporation (NYSE:POL), a leading global polymer
services company, plans to complete a debt refinancing early in
May 2003. The refinancing is expected to provide the necessary
liquidity to repay $87.8 million of senior debt that matures in
September 2003, as well as to support normal operations and fund
previously announced restructuring initiatives intended to
improve earnings.

The refinancing anticipates the issuance of $250 million in new
long-term debt; a revised, three-year, $50 million secured
revolving credit facility; and a new, three-year, $225 million
accounts receivable sale facility. These new facilities will be
used to retire the September 2003 maturity along with PolyOne's
existing revolver and receivables sale facility. The new
receivables sale facility will exclude any debt ratings trigger,
which exists in the current facility.

PolyOne Corporation, with 2002 revenues of $2.5 billion, is an
international polymer services company with operations in
thermoplastic compounds, specialty resins, specialty polymer
formulations, engineered films, color and additive systems,
elastomer compounding and thermoplastic resin distribution.
Headquartered in Cleveland, Ohio, PolyOne has employees at
manufacturing sites in North America, Europe, Asia, and
Australia, and joint ventures in North America, South America,
Europe, Asia and Australia. Information on the Company's
products and services can be found at http://www.polyone.com

As reported in Troubled Company Reporter's April 9, 2003
edition, Fitch Ratings downgraded PolyOne Corporation's senior
unsecured debt rating to 'B' from 'BB' and its senior secured
credit facility to 'B' from 'BB'. The ratings have been placed
on Rating Watch Negative.

The downgrade reflects the significant credit risk associated
with liquidity deterioration, pending covenant tightening,
pending termination of the company's accounts receivable (A/R)
securitization program, and refinancing risk.


POLYONE CORP: Offering $250-Million of Senior Unsecured Notes
-------------------------------------------------------------
PolyOne Corporation (NYSE:POL), a leading global polymer
services company, plans to offer $250 million of senior
unsecured notes to certain institutional investors in an
offering exempt from the registration requirements of the
Securities Act of 1933.

The Company intends to use proceeds from the offering to repay
$87.8 million of senior debt maturing in September 2003; to
repay amounts outstanding, under its existing revolving bank
credit facility; to reduce a portion of the amount sold under
its accounts receivable sale facility; and to pay related fees
and expenses. The notes will rank equally with all of PolyOne's
other senior indebtedness.

The notes to be offered will not be and have not been registered
under the Securities Act of 1933 and may not be offered or sold
in the United States absent registration or an applicable
exemption from registration requirements. This press release
does not constitute an offer to sell or the solicitation of an
offer to buy, nor will there be any sale of these securities in
any state in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such state, and is issued pursuant to
Rule 135c under the Securities Act of 1933.

PolyOne Corporation, with 2002 revenues of $2.5 billion, is an
international polymer services company with operations in
thermoplastic compounds, specialty resins, specialty polymer
formulations, engineered films, color and additive systems,
elastomer compounding and thermoplastic resin distribution.
Headquartered in Cleveland, Ohio, PolyOne has employees at
manufacturing sites in North America, Europe, Asia, and
Australia, and joint ventures in North America, South America,
Europe, Asia and Australia. Information on the Company's
products and services can be found at http://www.polyone.com


POLYONE CORP: Anticipates Net Loss of Up to $20-Mil. for Q1 2003
----------------------------------------------------------------
PolyOne Corporation (NYSE:POL), a leading global polymer
services company, expects to report a net loss of approximately
$19 million to $20 million for first-quarter 2003. The estimate
equates to a net loss of approximately $0.21 to $0.22 per share.

These results include estimated special charges totaling
approximately $16.2 million after tax, or $0.18 per share. Sales
are estimated to be approximately $645 million, an increase of 8
percent over first-quarter 2002 and 11 percent compared with
fourth-quarter 2002.

"These results before special items are better than current
consensus street estimates," said Thomas A. Waltermire, chairman
and chief executive officer. "The first quarter's solid sales
growth and higher operating income before special items compared
with both the first quarter of 2002 and the fourth quarter of
2002 are the result of our efforts to improve PolyOne's
financial performance, despite continuing economic weakness and
the run-up in energy costs."

Special items in the first quarter of 2003 are associated
largely with previously announced restructuring initiatives,
including those disclosed during the quarter. On January 14,
2003, PolyOne announced it would eliminate approximately 400
staff positions. On March 26, 2003, the Company announced that
it planned to close its Yerington, Nevada, engineered films
plant.

PolyOne Corporation, with 2002 revenues of $2.5 billion, is an
international polymer services company with operations in
thermoplastic compounds, specialty resins, specialty polymer
formulations, engineered films, color and additive systems,
elastomer compounding and thermoplastic resin distribution.
Headquartered in Cleveland, Ohio, PolyOne has employees at
manufacturing sites in North America, Europe, Asia and
Australia, and joint ventures in North America, South America,
Europe, Asia and Australia. Information on the Company's
products and services can be found at http://www.polyone.com


RACE POINT II: S&P Rates Class D-1, D-2 & D-3 Notes at BB
---------------------------------------------------------
Standard & Poor's Ratings Services assigned its ratings to Race
Point II CLO Ltd./Race Point II CLO Inc.'s $497.5 million fixed-
and floating-rate notes.

Race Point II CLO is a CLO primarily backed by high-yield loans
and structured as a cash flow transaction.

The transaction is a revolving pool purchased by Sankaty
Advisors LLC, and has a 270-day ramp-up period and a six-year
reinvestment period ending May 15, 2009.

The ratings are based on the following:

-- Adequate credit support provided by subordination;

-- Characteristics of the underlying collateral pool, consisting
    primarily of high-yield loans;

-- Additional structural enhancements to divert excess interest;

-- Hedge agreements entered into with an appropriately rated
    counterparty to mitigate the interest rate risk created by
    having certain fixed-rate assets in the collateral pool and
    having floating-rate liabilities;

-- A scenario default rate of 32.94% for the class A-1 notes,
    30.85% for the class A-2 notes, 25.60% for the class B notes,
    21.87% for the class C notes, and 16.34% for the class D
    notes;

-- A break-even loss rate of 45.56% for the class A-1 notes,
    providing 12.62% of cushion; 43.09% for the class A-2 notes,
    providing 12.24% of cushion; 31.3% for the class B notes,
    providing 5.70% of cushion; 24.09% for the class C notes,
    providing 2.22% of cushion; and 18.31% for the class D notes,
    providing 1.97% of cushion;

-- Weighted average maturity of 5.51 years for the
    portfolio;

-- Default measure of 3.00% (annualized);

-- Variability measure of 1.69% (annualized);

-- Correlation measure of 1.30 for the portfolio; and

-- Interest on the class B, C, and D notes may be deferred up
    until the legal final maturity of May 15, 2015, without
    causing a default under these obligations. The ratings on the
    class B, C, and D notes thus address the ultimate payment of
    interest and principal.

                        RATINGS ASSIGNED

         Race Point II CLO Ltd./Race Point II CLO Inc.

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


RYLAND GROUP: S&P Revises Outlook on Low-B Ratings to Positive
--------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on the
'BB+' corporate credit rating assigned to The Ryland Group Inc.,
to positive from stable. At the same time, the corporate credit
rating and ratings on roughly $247 million of senior unsecured
notes, $243.5 million senior subordinated notes are affirmed.

The outlook revision acknowledges this well-diversified
homebuilder's more cautious organic growth strategy and
disciplined focus on affordably priced homes, which has resulted
in steady revenue increases during the past five years, while
consistently high inventory turnover and improved efficiencies
have significantly bolstered profitability. These factors
should continue to support further improvements in profit
margins, which have historically been below average relative to
like-positioned peers.

Southern California-based Ryland ranks among the top
homebuilders in the nation, having sold 13,145 homes in 2002.
The company's revenues have grown at a consistent 13% annual
rate during the past five years, topping $2.8 billion last year
without the benefit of, or risks associated with, the aggressive
merger and acquisition activity that has been pursued by many
industry participants in recent years. Ryland's home sales are
relatively evenly distributed across 18 divisions (25 markets),
with no single division accounting for more than 11% of
homebuilding revenues. This geographic diversity should insulate
the overall earnings stream from potential swings in demand in
individual markets. Ryland Mortgage Co., a wholly owned
mortgage-banking subsidiary that originated loans for
approximately 82.4% of homes sold by Ryland in 2002, supports
Ryland's homebuilding operations and contributed 2.6% and 15.5%
of the company's revenues and operating earnings, respectively.

While revenues have grown at a moderate and consistent pace
during the past five years, net earnings have expanded at a more
robust rate of nearly 50% - as homebuilding operating margins
have doubled to 10.7% due to growing unit sales and prices
combined with tighter cost controls and increased operating
efficiencies. It is important to note that these margin
improvements have not been inflated by aggressive price
increases, with the average home price rising at an annual rate
of only 3%, as Ryland has kept a disciplined focus on affordable
first-time and move-up homes. The homebuilder's average
inventory turnover during this time period (2.2 x) remains among
the best in the sector, which, when combined with improved
margins, contributed to last year's impressive three-fold rise
in return on capital to 30.0%.

Ryland has a conservative capital structure with modest debt
levels and a largely tangible and fairly liquid asset base. At
Dec. 31, 2002, debt totaled $491 million, or 41.9% of capital,
and had a weighted average maturity and cost of about six years
and 8.9%, respectively. Ryland also had a $1.7 billion asset
base, of which, cash and homebuilding inventories totaled $1.4
billion. Notably, goodwill is negligible at about 1% of total
assets. The company does have $14.9 million invested in 10 off-
balance sheet land financing joint ventures. However, these
ventures are modest in size (aggregating $61.0 million in
assets) and leveraged similarly to Ryland (38.2%). In total, the
company controls roughly a 3.7-year supply of lots, a little
more than half of which (26,113 lots) are controlled through
these joint ventures and lot option contracts (very few of which
carry specific performance commitments). The company's financial
services segment has $43.1 million of non-recourse debt
outstanding. These obligations are collateralized by mortgage
loans and mortgage-backed securities and are not guaranteed by
Ryland or any of its subsidiaries.

                          LIQUIDITY

Ryland has ample liquidity and manageable capital needs with no
debt maturities until 2006, at which time $100 million of 8%
senior notes mature. The company's solid cash flow produced
homebuilding EBITDA/interest coverage of 8.2x and homebuilding
debt-to-homebuilding EBITDA of 1.3x despite the higher cost of
Ryland's debt and a $200 million increase in inventories in
2002. These figures are well above average and are supported by
the previously noted fixed-rate debt structure. Additionally, at
fiscal year end 2002 Ryland had $269 million of cash, full
availability under its $300 million unsecured line of credit
(which matures in August 2005) and a $1.2 billion contract
backlog. The value of the lots controlled by Ryland via option
contracts is $775 million, which would imply potential future
takedown commitments in the range of roughly $50 million per
quarter, a level that is very manageable given the company's
current liquidity position.

                       OUTLOOK: POSITIVE

Ryland has grown its homebuilding operations in a comparatively
conservative and disciplined manner, which limits the amount of
downside risk to the credit profile. At the same time, the
company has been able to control land costs, lower construction
expenses, and improve operating efficiencies, resulting in
dramatically improved profitability measures. Though the pace of
these improvements is likely to decelerate in a less robust
housing environment, continued incremental progress over the
next year would warrant a one-notch upgrade.

                 OUTLOOK REVISED; RATINGS AFFIRMED

                                              Rating
The Ryland Group Inc.                   To             From
  Corporate Credit Rating/Outlook      BB+/Positive   BB+/Stable
  $100 mil 8.0% sr unsecd nts due 2006   BB+            BB+
  $147 mil 9.75% sr unsecd nts due 2010  BB+            BB+
  $100 mil 8.25% sr sub nts due 2008     BB-            BB-
  $143.5 mil 9.125% sr sub nts due 2011  BB-            BB-


SAGENT TECHNOLOGY: Group 1 to Acquire Assets for Up to $17 Mill.
----------------------------------------------------------------
Group 1 Software (Nasdaq: GSOF) and Sagent Technology, Inc.
(Nasdaq: SGNT) have entered into an agreement under which Group
1 will acquire the key assets of Sagent for up to $17 million,
payable in cash and debt forgiveness. Concurrent with the
signing of the purchase agreement, Group 1 provided Sagent with
$5 million in bridge financing, secured by all of Sagent's
assets. Under the terms of the bridge financing, Group 1 has
agreed to lend Sagent an additional $2 million upon approval of
the purchase agreement by Group 1's board of directors.

The Sagent acquisition will add significant enterprise
information integration and customer data integration
technologies to Group 1's core data quality and data enrichment
solutions. Group 1 will add to its product offerings Sagent's
extract, transformation and load technology, which is planned to
be marketed as a stand-alone offering and integrated with Group
1's data quality solutions. Additionally, Group 1's geospatial
analysis capabilities will be enhanced with the technology of
Sagent's Centrus division.

"The acquisition will enable Group 1 to provide an even more
comprehensive array of data quality, integration and enrichment
technologies that support enterprise operating systems, such as
customer relationship management and enterprise resource
planning systems," said Bob Bowen, CEO of Group 1 Software.
"Furthermore, Sagent has sales and distribution operations in
twenty countries worldwide, which can enable Group 1 to gain
additional product distribution capabilities in a number of
growing markets including Japan, China, South Africa, and
others."

"We are very excited about the Sagent transaction, which will
provide us with advanced and powerful technology to complement
our own, plus a number of highly talented individuals and an
enhanced global presence," continued Mr. Bowen. "Both Group 1
and Sagent help businesses harness the power of their most
strategic competitive asset -- customer information. We intend
to utilize Group 1's strengths to build on the base of more than
1,500 global customers that have turned to Sagent to transform
their corporate data into actionable information."

"I am pleased to have found such a great fit for Sagent's
technology and customers," said Andre Boisvert, Sagent's
Chairman and CEO. "With over 2,000 customers worldwide, powerful
technology of its own and a stellar management team, Group 1
will be able to maximize and enhance Sagent's technology to
further meet the needs of both companies' customers and the
marketplace."

"The combined resources of Group 1 Software and Sagent bring
together data quality, geospatial analysis and data integration
technologies," said Henry Morris, vice president, applications
and information access at IDC. "Sagent's technology offers the
ability to integrate multiple sources of customer information
with precise handling of geospatial data, extending the
capabilities of Group 1 Software's data quality offerings and
enhancing the value of a business's customer information. This
acquisition also delivers improved reporting functionality,
enabling businesses to receive critical feedback on their
enterprise data quality processes."

The closing of the transaction is subject to satisfactory
completion by Group 1 of its due diligence review, approval by
Group 1's board of directors, and customary closing conditions,
including approval by Sagent's stockholders. The $17 million
purchase price will be paid through the cancellation of the
bridge loans referred to above, with the remainder paid in cash.
The purchase price is subject to reduction based on changes in
the value of the acquired assets and assumed liabilities prior
to closing. Subject to the approval of its stockholders, Sagent
intends to wind up its business in accordance with applicable
law following the closing of the asset sale, and thereafter
effect a complete liquidation and dissolution.

Group 1 Software (Nasdaq: GSOF) is a leading provider of
software solutions for data quality, marketing automation,
customer communications management and direct marketing
applications. Group 1's software systems and services enable
over 2,000 customers worldwide to market smarter by helping them
find, reach and keep customers. Founded in 1982 and
headquartered in Lanham, Maryland, Group 1's solutions are
utilized by leaders in the financial services, banking, retail,
telecommunications, utilities, e-commerce, and insurance
industries. The company's customer base includes such recognized
names as Charles Schwab, Entergy, GEICO, L.L. Bean, Wal-Mart and
Wells Fargo. For more information about Group 1, visit the
company's Web site at http://www.g1.com

Sagent's patented technology fundamentally changes the way that
data warehouses are built and accessed. Sagent's unique data
flow server enables business users to easily extend the
structure of a data warehouse with new analytics that support
immediate business needs. This technology is at the core of
Sagent's ETL, EII and business intelligence solutions, as well
as multiple partner solutions that address the needs of specific
vertical and functional application areas. Sagent has more than
1,500 customers worldwide, including: AT&T, Boeing Employees
Credit Union, BP Amoco, Carrefour, Citibank, Diageo, Heineken,
Kawasaki, Kemper National Insurance, La Poste, NTT-DoCoMo,
Siemens, and Singapore Telecom. Key partners include Advent
Software, Cap Gemini Ernst & Young, HAHT Commerce, Hyperion,
Microsoft, Satyam, Sun Microsystems, and Unisys. Sagent is
headquartered in Mountain View, California. For more information
about Sagent, please visit http://www.sagent.com

                          *     *     *

As reported in Troubled Company Reporter's March 25, 2003
edition, Sagent Technology received notice from CDC Software
Corporation, a wholly owned subsidiary of chinadotcom
corporation (Nasdaq:CHINA), declaring that an event of default
has occurred under the secured loans totaling $7 million made by
CDC to Sagent in the fourth quarter of 2002. CDC has declared
the entire principal amount under the loans to be immediately
due and payable, and has asserted control over the Company's
bank deposit accounts. On March 20, 2003, CDC caused
approximately $4 million that was in Sagent's deposit accounts
to be transferred to a bank account in Hong Kong.

Sagent said it did not believe that an event of default exists
under the loans.

In addition, Sagent is evaluating several strategic
alternatives, including refinancing its existing debt or selling
all or a portion of its assets or business to a third party.


SEALY CORP: Narrows Net Capital Deficit to $101-Mill. at March 2
----------------------------------------------------------------
Sealy Corporation, the world's largest manufacturer of bedding
products, announced results for the fiscal first quarter ending
March 2, 2003.

For the quarter, Sealy reported net sales of $288.3 million, a
decrease of 1.2% from $291.8 million for the same period a year
ago. Net income was up 7.7% to $9.1 million, compared with $8.4
million a year earlier. Earnings before interest, taxes,
depreciation and amortization (EBITDA) were $38.2 million,
compared with $39.0 million a year earlier.

Reported net sales reflect Sealy's adoption of Financial
Accounting Standards Board Emerging Issues Task Force 01-09,
"Accounting for Consideration Given by a Vendor to a Customer or
a Reseller of the Vendor's Product." Under EITF 01-09, cash
consideration is a reduction of revenue, unless specific
criteria are met regarding goods or services that the vendor may
receive in return for this consideration. Historically, Sealy
classified costs such as volume rebates and promotional money as
marketing and selling expenses. These costs are now classified
as a reduction of revenue. This had the effect of reducing net
sales and selling, general and administrative expenses each by
$11.6 million for quarter the ended March 2, 2003 and by $9.1
million for the quarter ended March 3, 2002. These changes did
not affect the Company's financial position or results of
operations.

At March 2, 2003, Sealy's balance sheet shows total
shareholders' equity deficit dwindled to about $101 million, as
compared to a deficit of about $116 million recorded at
December 31, 2002.

"In spite of the challenging economic environment and the
restructuring of Mattress Discounters, we are pleased with our
operating results in the first quarter," said David J.
McIlquham, Sealy's president and chief executive officer. "In
addition to a solid first three months, since the end of the
first quarter, Mattress Discounters emerged from bankruptcy and
the Company subsequently sold its interests in Mattress
Discounters to an affiliate of Bain Capital for approximately
$13.6 million, which represented a slight gain," said McIlquham.

The other week at the April High Point Furniture Market, the
Company launched its new Sealy Posturepedic line, this
represents Sealy's first branded offering with a one-sided
design. The new design features an industry-first UniCased(TM)
Construction that optimizes the performance of the Posturepedic
innerspring by creating a stable feel and providing uniform
comfort across the entire mattress. "The new Sealy Posturepedic
was developed after extensive product development and consumer
research, and we are extremely excited about this great new
line," said Dave McIlquham. "The UniCased Construction,
exclusive to Sealy, resembles the unibody construction found in
most automobiles today. Sealy has thermo-bonded our internal
edge support and base to create a stable, integrated unit around
the innerspring. The end result is a new design that creates the
most comfortable bed available. You can see and feel the
difference as soon as you lie down on it."

Sealy is the largest bedding manufacturer in the world with net
sales of $1.2 billion in 2002. The Company manufactures and
markets a broad range of mattresses and foundations under the
Sealy(R), Sealy Posturepedic(R), Sealy Posturepedic Crown
Jewel(R), Stearns & Foster(R), and Bassett(R) brands. Sealy
employs more than 6,000 individuals, has 30 plants, and sells
its products to 3,200 customers with more than 7,400 retail
outlets worldwide. Sealy is also a leading supplier to the
hospitality industry. For more information, please visit
http://www.sealy.com


SHEFFIELD PHARMACEUTICALS: Ability to Continue Ops. Uncertain
-------------------------------------------------------------
Sheffield Pharmaceuticals, Inc., (Amex: SHM) reported its
financial results for the fourth quarter and year ended
December 31, 2002. The Company reported a net loss of $1.0
million for the fourth quarter of 2002 compared to a net loss of
$3.0 million for the same period last year. The net loss for the
year ended December 31, 2002 was $8.6 million on $0.01 million
of revenue, compared to a net loss of $9.5 million on $0.9
million of revenue for 2001. The net loss per share amounts for
both the fourth quarter and year ended December 31, 2001 have
been restated to reflect in-kind preferred stock dividends in
the calculation of net loss available to common shareholders, as
previously disclosed. At December 31, 2002, total assets were
$1.5 million, of which $0.3 million were cash and cash
equivalents.

The items of expense for the year ended December 31, 2002
resulted primarily from: (1) the unit dose budesonide clinical
trail, which was completed in the first quarter of 2002; (2)
feasibility studies on novel respiratory therapies with the
Tempo delivery system; (3) work on industrialization of the
final Tempo design and the to-be-marketed Premaire device; (4)
initiation of formulation work for the Tempo dihydroergotamine
product; and (5) expanded business development and corporate
development activities in the areas of licensing and partnering
the Company's products as well as potential complementary
pulmonary delivery technologies.

During the year the Company also negotiated the termination of
Elan Corporation's ownership interest in systemic rights to both
the Premaire and Tempo delivery systems, restructured the
management team, significantly reduced the cost of operations
for the base business and added an additional non-executive
Director to the Board of Directors.

Thomas M. Fitzgerald, President and Chief Executive Officer,
commented, "Management continues to address the Company's
financial condition and are particularly focused on the
potential out-licensing of unit dose budesonide developed in the
Respiratory Steroid Delivery joint venture with Elan together
with the ongoing feasibility studies for novel respiratory
compounds. The Company continues to explore a range of strategic
alternatives."

As of December 31, 2002, the Company had cash and equivalents of
approximately $.3 million and accounts payable and accrued
liabilities of $3.0 million. As of April 10, 2002, the Company
had cash and cash equivalents of $0.1 million. Unless the
Company is able to raise significant capital ($1 million to $2.5
million) within the next 30-60 days, management believes that it
is unlikely that the Company will be able to meet its
obligations as they become due and to continue as a going
concern. To meet this capital requirement, the Company is
evaluating various financing alternatives including private
offerings of the Company's securities, other debt financings,
collaboration and licensing arrangements with other companies,
and the sale of non-strategic assets and/or technologies to
third parties. Should the Company be unable to meet its capital
requirement through one or more of the above-mentioned financing
alternatives, the Company may file for bankruptcy or seek
similar protection.

Sheffield Pharmaceuticals, Inc., provides innovative, cost-
effective pharmaceutical therapies by combining state-of-the-art
pulmonary drug delivery technologies with existing and emerging
therapeutic agents. Sheffield is developing a range of products
to treat respiratory and systemic diseases using pressurized
metered dose, solution-based and dry powder inhaler and
formulation technologies, including its proprietary Premaire(R)
Delivery System and Tempo(TM) Inhaler. Sheffield focuses on
improving clinical outcomes with patient-friendly alternatives
to inconvenient or sub-optimal methods of drug administration.
Investors can learn more about Sheffield Pharmaceuticals on its
Web site at http://www.sheffieldpharm.com


SONICBLUE INC: D&M Pitches Best Bid for ReplayTV and Rio Assets
---------------------------------------------------------------
SONICblue(TM) Incorporated announced that D&M Holdings Inc. (TSE
II: 6735) was the successful bidder in bankruptcy court auctions
for SONICblue's ReplayTV(R) and Rio(R) business units, with a
combined purchase price for both units of $36.2 million.

"We believe that ReplayTV and Rio are the perfect complement to
our existing product line," said Tatsuo Kabumoto, chief
executive officer and president, D&M Holdings. "Not only will we
leverage the technology to enhance our existing products, we
plan to grow and extend our customer base by adding the ReplayTV
and Rio lines to our product portfolio."

"With this sale, we finish a difficult chapter in our history
and begin a new phase that we believe will be more conducive to
the success of these businesses," said Gregory Ballard, chief
executive officer, SONICblue. "We have done all that we can for
our creditors, and our product lines will continue to compete
successfully in the marketplace. Many if not most of our
employees will continue their work, and our customers will
continue to enjoy Rio and ReplayTV in their homes."

SONICblue holds a focused technology portfolio that includes
Rio(R) digital audio players; ReplayTV(R) personal television
technology and software solutions; and GoVideo(R) integrated
DVD+VCRs, Dual-Deck(TM) VCRs, and digital home theater systems.

D&M Holdings is based in Tokyo and is the parent company of
Denon and Marantz, the global industry leaders in the specialist
home theater, audio/video consumer electronics and professional
audio markets, with a strong and long-standing heritage of
manufacturing and marketing high-performance audio and video
components.


SONICBLUE INC: D&M Expects to Close Acquisition Deal in 10 Days
---------------------------------------------------------------
D&M Holdings Inc. (TSE II: 6735), parent company of Denon, Ltd.
and Marantz Japan, Inc., was successful in a bid to acquire
certain assets comprising the digital video recorder and MP3
business units of SONICblue Incorporated, a U.S. company. D&M
Holdings will purchase those assets, which include the
ReplayTV(R) and Rio(R) brands, for $36.2 million.

The bidding process occurred Tuesday last week during an auction
of SONICblue's assets in the U.S. Bankruptcy court in San Jose,
California. The transaction is expected to close in
approximately 10 days.

D&M Holdings is purchasing inventory, receivables, intellectual
property and capital equipment. The company will also take over
selected contractual relationships and liabilities. D&M Holdings
intends to keep all ReplayTV customers and will design,
manufacture and distribute a line of ReplayTV and Rio products.

For the last 12-month period, ReplayTV had revenue of
approximately $22 million and Rio had revenue of approximately
$62 million. The impact to D&M Holdings' earnings in fiscal year
2003 is not fully determined at this time. Given the nature of
these assets, the reduction of certain expenses and liabilities
as a result of the bankruptcy process and identified
restructuring activities, D&M Holdings expects this purchase to
be slightly dilutive to earnings in fiscal year 2003 but
accretive thereafter. Despite this dilution and with the effects
of the new businesses in fiscal year 2003, D&M Holdings remains
comfortable with the consensus market analyst earnings per share
estimates for fiscal year 2003.

D&M Holdings also announced plans to establish a new digital
development group under D&M Holdings U.S., Inc. The business
assets purchased from SONICblue will be merged into this new
digital development group. The new subsidiary, Digital Networks
North America, Inc., will drive the strategy and develop the
core technologies that will enable the brands within D&M
Holdings to become the leaders in the emerging entertainment-
based home networking market.

"Both the ReplayTV personal video recorders and Rio portable
compressed audio players are innovative products that have won
numerous coveted industry awards," said Tatsuo Kabumoto, chief
executive officer and president of D&M Holdings. "We will
leverage the intellectual property and the excellent engineering
talent from the ReplayTV and Rio businesses across our D&M
brands while positioning these businesses to be more
profitable."

The agreement to purchase assets of ReplayTV and Rio represents
D&M Holdings' second investment in technology to create
entertainment-based digital home networking solutions. D&M
Holdings made an investment in 2002 in Mediabolic, a San
Francisco-based company that provides an embedded software
platform for entertainment devices. Denon will use the
Mediabolic platform in new products that will be launched later
this year.

D&M Holdings Inc., (TSE II: 6735) is based in Tokyo and is the
parent company of wholly owned subsidiaries Denon Ltd. and
Marantz Japan, Inc. Denon and Marantz are global industry
leaders in the specialist home theater, audio/video consumer
electronics and professional audio markets, with a strong and
long-standing heritage of manufacturing and marketing high-
performance audio and video components. Additional information
is available at http://www.dm-holdings.com


SPIEGEL: Intends to Close 21 Retail Stores
------------------------------------------
The Spiegel Group (Spiegel, Inc.) intends to close all of its
Spiegel outlet and clearance stores and Newport News outlet
stores as part of its reorganization efforts to streamline
operations and improve financial performance. These stores will
remain open for business pending approval of the store-closing
plan by the Bankruptcy Court and thereafter, on a store-by-
store basis, until the related store-closing inventory sales are
completed.

The company intends to close:

     12 Spiegel outlet stores,
      4 Spiegel clearance stores
      5 Newport News outlet stores.

These stores primarily provide a means to liquidate overstock
and end-of-season merchandise. The company intends to continue
moving its inventory through all the other clearance channels,
including the Internet and catalogs. The company may consider
reopening some of its stores in the future to support the
inventory liquidation needs of both Spiegel Catalog and Newport
News.

Spiegel, Inc. expects that closing these stores and realigning
its inventory clearance process towards Internet and catalog
channels will improve its inventory recovery rate (operating
income as a percentage of costs of sales) and enhance earnings.
The company anticipates that the store closures and its modified
inventory clearance process will improve operating income by
about $11 million, on an annualized basis.  The company is
unable at this time to determine the magnitude of inventory
writedowns, if any, and will assess such writedowns on a going
forward basis.

Bill Kosturos, interim chief executive officer and chief
restructuring officer of The Spiegel Group said, "The decision
to close these stores, which do not meet our financial
requirements going forward, is an integral part of the company's
reorganization effort. We are confident that doing so will
improve the company's financial and operating strength. While
the business rationale supporting this action is compelling, we
deeply regret the impact these store closings will have on our
associates and our customers. As always, we continue to be
grateful to our associates for their excellent dedication to
serving our customers."

The company plans to appoint an independent liquidator to handle
all aspects of the store closings. The company expects this
process to begin in May.

The Spiegel Group 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. Investor
relations information is available on The Spiegel Group Web site
at http://www.thespiegelgroup.com


SPIEGEL: Seeks Nod for Proposed Interim Compensation Procedures
---------------------------------------------------------------
The Spiegel Group and its debtor-affiliates have employed
different professional firms to prosecute their interest or
assist them in their bankruptcy cases.  The Official Committee
of Unsecured Creditors as well as other statutory committees
that may be appointed in these cases is also likely to retain
its own counsel and other professionals.

To provide for an orderly compensation and reimbursement of
professional expenses, at the Debtors' behest, the Court
established these interim compensation procedures:

A. On or before the 20th day of each month following the month
     for which compensation is sought, each professional will
     submit a monthly statement to:

     (a) Robert Sorensen, the officer designated by the Debtors
         to be responsible for these matters;

     (b) Shearman & Sterling, Attn: James L. Garrity, Jr.;

     (c) the Office of the U.S. Trustee;

     (d) the Unsecured Creditors' Committee's counsel as well as
         to the counsel of any other official committee that may
         be appointed in these cases;

     (e) Kaye Scholer LLP, the counsel to Bank of America, N.A.,
         Agent for the Debtors' postpetition lenders, Attn: Marc
         D. Rosenberg, Esq. and Benjamin Mintz, Esq.;

     (f) White & Case, LLP, counsel to Otto (GmbH & Co KG), Attn:
         Howard Beltzer, Esq.; and

     (c) other persons as the Court may designate;

B. Each Mailing Party will have 35 days to review the Monthly
     Statement.  After the 35th day, the Debtors will pay 80% of
     the Fees and disburse 100% of the expenses as requested in
     the Statement, except for those fees or disbursements as to
     which an objection will be timely filed and served by any of
     the Mailing Parties;

C. Each Monthly Statement must contain:

     (a) a list of the individuals and their titles, who provided
         services during the statement period;

     (b) each individual's billing rates in the case of
         attorneys;

     (c) their years of graduation from law school, and to the
         extent applicable, their years of partnership;

     (d) the aggregate hours spent by each individual;

     (e) a reasonably detailed breakdown of the disbursements
         incurred; and

     (f) contemporaneously maintained time entries for each
         individual in increments of one-tenths of an hour;

D. In the event that any of the Mailing Parties determines that
     the compensation or reimbursement sought in a particular
     Statement is inappropriate or unreasonable, or that the
     numbers and calculations are incorrect, that Party must meet
     with or contact the professional person whose Statement is
     at issue and attempt to reach an agreement regarding the
     correct payment to be made.  If an agreement cannot be
     reached or if no discussion takes place, the Objecting Party
     will, before the 35th day after receiving the statement,
     serve on (i) the professional whose statement is being
     disputed, and (ii) the other Mailing Parties, a written
     "Notice of Objection To Fee Statement," stating the precise
     nature of the objection and the amount at issue.  At the
     expiration of the 35-day period, the Debtors will pay
     promptly 80% of the fees and 100% of the expenses identified
     in each Monthly Statement that are not the subject of a
     Notice of Objection;

E. If they receive an objection to a particular Monthly
     Statement, the Debtors will withhold payment of the disputed
     portion and promptly pay the remainder of the fees and
     disbursements;

F. All Objections that are not resolved by the parties will be
     preserved and presented before the Court at the next
     omnibus,
     interim or final fee application hearings;

G. The service of an objection will not prejudice the Objecting
     Party's right to object to any fee application made with the
     Court in accordance with the Bankruptcy Code.  Furthermore,
     the decision by any party not to object to a fee statement
     will not be a waiver of any kind or prejudice that party's
     right to object to any fee application;

H. The first Statement will be submitted by each of the
     professionals by May 20, 2003 and will cover the period
     beginning on the date of the professional's retention or the
     filing date, whichever is earlier, and ending on April 30,
     2003;

I. Every 120 to 150 days, each of the professionals will file
     with the Court an application for interim Court approval and
     allowance of the compensation and reimbursement of expenses
     requested for the prior 120 days.  The first Application
     will be filed on or about August 20, 2003 and will cover the
     period from the Petition Date through July 31, 2003.  Any
     professional who fails to file an Application when due:

     (a) will be ineligible to receive further monthly payments
         of fees or expenses until further Court order; and

     (b) may be required to disgorge any fees paid since the
         retention or the last fee Application, whichever is
         later.

J. The pendency of an application for a Court order that the
     compensation payment or expense reimbursement was improper
     with respect to a particular Statement will not disqualify a
     professional from future compensation payment or
     reimbursement, unless otherwise ordered by the Court;

K. Neither the payment of, nor the failure to pay, in whole or
     in part, monthly interim compensation and reimbursement will
     bind any party-in-interest or the Court with respect to the
     allowance of applications for compensation and reimbursement
     of professionals; and

L. The Counsel for each official committee may collect and
     submit statements of expenses, with supporting vouchers,
     from members of the committee he or she represents.
     (Spiegel Bankruptcy News, Issue No. 4; Bankruptcy Creditors'
     Service, Inc., 609/392-0900)


STELCO INC: Anticipates $44 Million First Quarter 2003 Net Loss
---------------------------------------------------------------
Stelco Inc., estimates a net loss for the first quarter 2003 of
$44 million ($0.45 per common share). This loss compares with a
fourth quarter 2002 profit of $22 million or $0.18 per common
share (including a one-time fourth quarter non-cash tax credit
to earnings of $0.08 per common share) and a first quarter 2002
loss of $32 million ($0.33 per common share).

The major factors contributing to the reduced first quarter 2003
results compared with fourth quarter 2002 are lower average
revenue per ton, increased energy and operating costs, and costs
related to the closure of Welland Pipe Ltd. The net short-term
bank debt position of $102 million at March 31, 2003, increased
$24 million from December 31, 2002.

Stelco's first quarter results will be released the morning of
Wednesday, April 23, 2003, with a conference call to be held at
11:00 a.m. on that day. No further comment on the Corporation's
results will be made until that time.

Stelco Inc. is Canada's largest and most diversified steel
producer. Stelco is involved in all major segments of the steel
industry through its integrated steel business, mini-mills, and
manufactured products businesses. Stelco has a presence in six
Canadian provinces and two states of the United States.
Consolidated net sales in 2002 were $2.8 billion.

                         *   *   *

As reported in the Troubled Company Reporter's January 15, 2002
edition, Standard & Poor's assigned its single-'B' subordinated
debt rating to Stelco Inc.'s CDN$90 million convertible
subordinated debt issue due February 1, 2007. At the same time,
Standard & Poor's assigned its preliminary double-'B'-minus
senior unsecured debt rating and preliminary single-'B'
subordinated debt rating to the company's CDN$300 million shelf.

In addition, the ratings outstanding on the company, including
the double-'B'-minus corporate credit rating, were affirmed. The
outlook is negative.

The ratings on Stelco reflect a weakened financial profile due
to the effect of the ongoing economic downturn and the
prevailing difficult steel industry conditions on its financial
results, offset by the company's fair business position.


TCENET INC: Brian McGill Steps Down as Chief Financial Officer
--------------------------------------------------------------
TCEnet Inc., announced that Brian D. McGill CA has resigned his
position as Chief Financial Officer of the company effective
April 2, 2003. Mr. McGill will continue to provide consulting
services to the company on a somewhat more limited basis as he
attempts to expand his business development practice. Mr. McGill
could no longer assume the full responsibilities of the CFO
position as a result of this reduced time commitment to TCEnet
Inc.

                         *   *   *

As previously reported, TCEnet had a loss for the year ended
December 31 2002 of $1,104,853 as compared to a profit of
$536,500 in 2001 and negative cash flow from operations of
$1,485,787. While the company had positive working capital at
December 31, 2002, its ability to continue as a going concern is
dependant upon its ability to generate sufficient cash flow to
meet its obligations on a timely basis, to obtain additional
financing and ultimately to generate profitable operations. The
company has restructured its operations during the current year
in an effort to reduce cash out-flow and obtain profitability.
The restructuring included the sale of certain assets and
liabilities associated with its Datap division.


TRANSWITCH CORP: Reports $17 Million in Net Loss for Q1 2003
------------------------------------------------------------
TranSwitch Corporation (NASDAQ: TXCC) posted first quarter 2003
net revenues of $4.1 million and a net loss according to
Generally Accepted Accounting Principles of $17.4 million. The
net loss includes the following extraordinary items:

-- a charge representing the cumulative effect of a change in
    the Company's depreciation method from the half-year
    convention method to the straight-line method, as of
    January 1, 2003, totaling $0.8 million; and

-- an extraordinary loss of approximately $0.1 million upon the
    initial consolidation of TeraOp (USA), Inc., a variable
    interest entity which resulted from the adoption of Financial
    Accounting Standards Board Interpretation No. 46
    "Consolidation of Variable Interest Entities" (FIN 46). The
    Company began consolidating the results and balances of
    TeraOp (USA), Inc. as of January 31, 2003.

The Company is no longer reporting results on a pro-forma or
other non-GAAP financial basis in response to recent Securities
and Exchange Commission rulings and guidance.

Results for the first quarter also reflect the impact of the
previously announced restructuring plan. This plan, with charges
totaling approximately $3.8 million for the first quarter of
2003, resulted in a further workforce reduction in January 2003,
the continued consolidation of facilities, and asset impairment
charges.

For comparison purposes, the net loss on a GAAP basis (as
restated due to a change from the cost to the equity method of
accounting for the Company's investment in OptiX Networks, Inc.)
for the relevant 2002 quarters was:

-- for the first quarter of 2002, the net income was $18.6
    million. The Company has reclassified a previously reported
    extraordinary gain on the repurchase of convertible debt to
    continuing operations in accordance with SFAS No. 145; and

-- for the fourth quarter of 2002, net loss was $17.6 million.

"Although the conditions in the wireline telecom marketplace
continue to be challenging, the enthusiasm for the next
generation of TranSwitch products is very encouraging," stated
Dr. Santanu Das, Chairman of the Board, Chief Executive Officer
and the President of TranSwitch Corporation. "In the first
quarter, we secured 50 design wins at 30 customers and our
Ethernet-over-SONET (EoS) product, EtherMap-3, continues to have
the highest level of interest we have seen in any new product in
TranSwitch's history."

"Our objective is to be a company that is a specialist in the
SONET/Ethernet-over-SONET area. The service providers look at
ethernet service as enhancing their revenues immediately, and
EoS products work seamlessly with the current SONET/SDH
infrastructure. We have had considerable interaction with
service providers to validate this market. We see across-the-
board momentum behind the ethernet service, not only in North
America, but also in Europe and Asia," commented Dr. Das.

"Our confidence in TranSwitch's focus on the SONET/EoS segment
is based on: a) validation through design wins that EoS
represents a growth segment in the wireline market; b) our
considerable intellectual property in the EoS area; and c) the
endorsement of our EoS products by all the major systems
vendors. Based on these facts, we believe that we are ahead of
our competition in this critical marketplace," stated Dr. Das.

"We are anticipating that second quarter 2003 product revenue
will be approximately $4.5 - $5.0 million. We are estimating
that our second quarter 2003 GAAP net loss will be in the range
of $0.18 to $0.19 per basic and diluted share," concluded Dr.
Das.

TranSwitch Corporation, headquartered in Shelton, Connecticut,
is a leading developer and global supplier of innovative high-
speed VLSI semiconductor solutions - Connectivity Engines(TM)-
to original equipment manufacturers who serve three end-markets:
the Worldwide Public Network Infrastructure, the Internet
Infrastructure, and corporate Wide Area Networks. Combining its
in-depth understanding of applicable global communication
standards and its world-class expertise in semiconductor design,
TranSwitch Corporation implements communications standards in
VLSI solutions that deliver high levels of performance.
Committed to providing high-quality products and service,
TranSwitch is ISO 9001 registered. Detailed information on
TranSwitch products, news announcements, seminars, service and
support is available on TranSwitch's home page at the World Wide
Web site - http://www.transwitch.com

As reported in Troubled Company Reporter's December 10, 2002
edition, Standard & Poor's affirmed its 'B-' corporate credit
and senior unsecured debt ratings on Traswitch Corp. At the same
time, Standard & Poor's revised the company's outlook to
negative from stable. The outlook revision reflects diminished
liquidity and ongoing cash usage, stemming from a severe decline
in the company's markets. Transwitch's quarterly revenue run
rate has been below $5 million and negative free cash flow has
been about $20 million per quarter since June of 2001.

The company may face difficulties increasing revenues from a
very low base, given substantial competition and a rapidly
evolving technology environment in the communications equipment
market.


TRITON PCS: December 31 Balance Sheet Upside-Down by $36 Million
----------------------------------------------------------------
Triton PCS (NYSE: TPC) announced that its quarterly conference
call will take place on Wednesday, May 7 at 4:30 pm EDT.  During
this call Triton PCS will review the Company's financial and
operating results for the quarter ending March 31, 2003.
Financial results relating to the call will be released the
afternoon of May 7th, after the market closes.

A live, listen only broadcast of the Triton PCS conference will
be available online at http://www.tritonpcs.com  The online
replay will follow shortly after the call and continue through
May 13, 2003.  To listen to the live conference, please go to
the Web site at least fifteen minutes early to register,
download, and install any necessary audio software.

Triton PCS, based in Berwyn, Pennsylvania, is an award-winning
wireless carrier providing service in the Southeast. The company
markets its service under the brand SunCom, a member of the AT&T
Wireless Network. Triton PCS is licensed to operate a digital
wireless network in a contiguous area covering 13.6 million
people in Virginia, North Carolina, South Carolina, northern
Georgia, northeastern Tennessee and southeastern Kentucky.

At December 31, 2002, Triton PCS' balance sheet shows a total
shareholders' equity deficit of about $36 million.

For more information on Triton PCS and its products and
services, visit the company's Web sites at:
http://www.tritonpcs.com and  http://www.suncom.com


UNILINK TELE.COM: Two Units Filing Proposals to Restructure Ops.
----------------------------------------------------------------
UniLink Tele.Com (TSX-V: UTI) announces that its wholly owned
subsidiary companies, UTI-UniLink Telecommunications Inc. and
1285103 Ontario Inc., operating as UniLink Gateway Exchange,
have filed a Notice of Intention to make a Proposal to
restructure their operations. UTI and UGE will each file a
Proposal within 30 days after filing the Notice of Intention.

UniLink has accepted the resignation of Mr. Timo Vainionpaa from
the Board of Directors. UniLink thanks Mr. Vainionpaa for his
immense contribution to the Company and wishes him well in his
future business endeavours.

UniLink, a global facilities telecommunications provider with
offices in Vancouver and Toronto, is publicly traded on the TSX
Venture Exchange (under the symbol UTI).  Additional information
can be found on UniLink's Web site at
http://www.unilink-tel.net


VALENTIS INC: Continues Listing on Nasdaq SmallCap Market
---------------------------------------------------------
Valentis, Inc., (Nasdaq: VLTS) received notification from the
Nasdaq Listing Qualifications Panel on April 15, 2003 that its
common stock will continue to be listed on The Nasdaq SmallCap
Market via an exception from the independent director and audit
committee composition requirements of Nasdaq Marketplace Rules
4350(c) and 4350(d)(2).  The Nasdaq Panel decided that one of
the Company's directors is not independent because his previous
employer became an affiliate of the Company within three years
of the director leaving his position with that employer.  The
Company believes it can resolve this issue readily.

The Panel also notified the Company that it had not violated the
shareholder approval requirements of Nasdaq Marketplace Rule
4350(i)(1)(A).

The Company had previously received a Nasdaq Staff Determination
Letter on March 28, 2002 stating that the Company had not
complied with Nasdaq's independent directors, audit committee
composition and shareholder approval requirements.

While the Company failed to meet Nasdaq's independent director
and audit committee composition requirements as of April 15,
2003, the Company was granted a temporary exception from these
requirements subject to the Company meeting certain conditions.
The exception will expire on May 30, 2003.  In the event the
Company is deemed to have met the terms of the exception, it
will continue to be listed on The Nasdaq SmallCap Market.  The
Company believes that it can meet these conditions; however,
there can be no absolute assurance that it will do so.  If at
some future date the Company's securities should cease to be
listed on The Nasdaq SmallCap Market, they may continue to be
listed in the OTC-Bulletin Board.

Effective April 17, 2003, and for the duration of the exception,
the Company's Nasdaq symbol will be VLTSC.  The "C" will be
removed from the symbol when the Panel has confirmed compliance
with the terms of the exception and all other criteria for
continued listing.

Valentis is converting biologic discoveries into innovative
products.  The Company's lead product in human testing is the
del-1 angiogenesis gene formulated with one of the Company's
proprietary polymer delivery systems. The Company is developing
its other technologies, the GeneSwitch(R) and DNA vaccine
delivery technologies, through partnerships with pharmaceutical
and biotechnology companies.  Additional information is
available at http://www.valentis.com

As reported in Troubled Company Reporter's January 28, 2003
edition, Valentis, Inc., (Nasdaq: VLTS) which has a total
shareholders' equity deficit of about $14 million at Sept. 30,
2002, received stockholder approval for its proposed capital
restructuring and that the restructuring activities have been
completed.


WESTPOINT STEVENS: Sr. Lenders Agree to Waive Potential Defaults
----------------------------------------------------------------
WestPoint Stevens Inc. (OTC Bulletin Board: WSPT) --
http://www.westpointstevens.com-- is continuing negotiations on
a new agreement with its lenders under the Company's Senior
Credit and Second-Lien Facilities. The outcome of these
negotiations is material to certain of the information required
to be included in the Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 2002. The Company anticipates
that if these negotiations were not successful, its auditor
would issue a going concern qualification in its audit report.
As a result, WestPoint Stevens will delay filing its Annual
Report on Form 10-K until the conclusion of these negotiations.

The Company has received an interim waiver through June 10,
2003, under its Senior Credit and Second-Lien Facilities of any
default that might result from its failure to make a timely
filing of its Annual Report on Form 10-K and to comply with
certain financial covenants and is hopeful that its continuing
negotiations will result in a longer-term resolution of these
matters. The Company stated that its results of operations for
2002, which it announced on February 11, 2003, would not be
affected by the negotiations or the results thereof.

Holcombe T. Green, Jr. Chairman and CEO of WestPoint Stevens,
commented, "Our business in the latter part of the first quarter
of this year was negatively impacted by the onslaught of war and
harsh weather conditions resulting in a sharp decline in retail
demand. As a result, for the first quarter of 2003 we expect to
report a 13% decline in sales and EBITDA* of approximately $31
million. This waiver was needed to allow us adequate time to
work out issues relating to resetting certain financial covenant
requirements to reflect the current challenging retail
environment. However, we recently concluded an excellent Spring
Home Fashions Market Week with significant new business coming
from our targeted key retail accounts all of which should
contribute to a stronger second half of 2003."

WestPoint Stevens Inc., is the nation's premier home fashions
consumer products marketing company, with a wide range of bed
linens, towels, blankets, comforters and accessories marketed
under the well-known brand names GRAND PATRICIAN, PATRICIAN,
MARTEX, ATELIER MARTEX, BABY MARTEX, UTICA, STEVENS, LADY
PEPPERELL, SEDUCTION, VELLUX and CHATHAM -- all registered
trademarks owned by WestPoint Stevens Inc. and its subsidiaries
-- and under licensed brands including RALPH LAUREN HOME, DISNEY
HOME, GLYNDA TURLEY and SIMMONS BEAUTYREST. WestPoint Stevens is
also a manufacturer of the MARTHA STEWART and JOE BOXER bed and
bath lines. WestPoint Stevens can be found on the World Wide Web
at http://www.westpointstevens.com

Westpoint Stevens Inc.'s 7.875% bonds due 2005 (WSPT05USR1) are
trading at about 26 cents-on-the-dollar, says DebtTraders. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=WSPT05USR1
for real-time bond pricing.


WHX CORP: 2002 Year-End Results Swing-Down to Net Loss of $33MM
---------------------------------------------------------------
WHX Corporation (NYSE: WHX) reported a net loss of $20.7
million, on sales of $79.2 million, for the fourth quarter of
2002 compared to net income of $108.0 million, on sales of $87.2
million, in the same period in 2001.

The 2001 results included a gain on the sale of WHX's interest
in Wheeling Downs Racing Association, Inc. of $88.5 million and
a tax benefit of $25.6 million. After deducting accruals for
preferred dividends, basic and diluted loss per common share was
$4.79 for the fourth quarter of 2002 compared with diluted
income per common share of $10.26 for the fourth quarter of
2001. Income from continuing operations was a loss of $20.8
million or $4.81 per share after deducting preferred dividends,
for the fourth quarter of 2002, compared to income of $106.9
million or $10.16 per share after deducting preferred dividends,
for the fourth quarter of 2001. As previously announced, the
Company sold all of its shares of capital stock of Unimast, Inc.
on July 31, 2002 for $95 million. Accordingly, the results of
operations of Unimast have been classified as discontinued
operations for the periods presented.

Full year earnings for 2002 were a loss of $33.5 million,
compared to net income of $101.1 million in 2001. After
deducting accruals for preferred dividends, basic and diluted
loss per common share was $9.90 compared with $9.62 income per
diluted common share in 2001. Income from continuing operations
was a loss of $12.0 million, or $5.86 per share after deducting
preferred dividends, for the year 2002, compared to income of
$95.7 million, or $9.11 per share after deducting preferred
dividends, for the year 2001. Income from discontinued
operations, including a gain on the sale of Unimast of $11.9
million, was $22.5 million, or $4.22 per share, for the year
2002, compared to income of $5.4 million, or $.51 per diluted
share, for the year 2001. Sales for 2002 were $386.4 million
compared to $388.1 million for 2001.

In the first quarter of 2002 the Company adopted Statement of
Financial Accounting Statement No. 142 as of January 1, 2002.
These new rules require, among other things, that goodwill and
other intangible assets with indefinite useful lives no longer
be amortized, and that they be tested for impairment at least
annually. The adoption of the non-amortization provision of SFAS
No. 142 resulted in a full year 2002 earnings improvement from
continuing operations of $7.4 million over the year 2001. In
addition, WHX recorded a $44 million non-cash charge ($8.26 per
basic and diluted common share), for goodwill impairment related
to the Handy & Harman Wire Group in the first quarter of 2002.
This charge is shown as the cumulative effect of an accounting
change.

On November 16, 2000, one of the Company's wholly owned
subsidiaries, Wheeling-Pittsburgh Corporation, and its
subsidiaries, filed petitions seeking reorganization under
Chapter 11 of the United States Bankruptcy Code. As a result of
the Bankruptcy Filing, the Company has, as of November 16, 2000,
deconsolidated the balance sheet of WPC and its subsidiaries. As
a result of the deconsolidation, the consolidated balance sheets
at December 31, 2002 and 2001 do not include any of the assets
or liabilities of WPC and its subsidiaries, and the accompanying
December 31, 2002 and 2001 consolidated statement of operations
excludes the operating results of WPC. As part of the WPC's
amended Plan of Reorganization, WHX has agreed (subject to
certain conditions) to provide additional funds to WPC amounting
to $20.0 million. As a result of its probable obligation, WHX
has recorded a $20.0 million charge as equity in loss of WPC in
the fourth quarter of 2002.

                           PBGC Notice

On March 6, 2003, the Pension Benefit Guaranty Corporation
issued its Notice of Determination and on March 7, 2003 the PBGC
published its Notice and filed a Summons and Complaint in United
States District Court for the Southern District of New York
seeking the involuntary termination of the WHX Pension Plan. The
PBGC stated in its Notice that it took this action because of
its concern that "PBGC's possible long-run loss with respect to
the WHX Pension Plan may reasonably be expected to increase
unreasonably if the Plan is not terminated." WHX filed an answer
to this complaint on March 25, 2003, contesting the PBGC's
action. The PBGC has announced in a press release that it
contends that the WHX Pension Plan has roughly $300 million in
assets to cover more than $443 million in benefit liabilities,
resulting in a funding shortfall of roughly $143 million
(without accounting for plant shutdown benefits). Furthermore,
the PBGC contends in a press release that plant shutdown
liabilities of the WHX Pension Plan, if they were to occur,
would exceed $378 million. WHX disputes the PBGC's calculation
of liabilities and shutdown claims since the actual amount of
these liabilities may be substantially less, based on
alternative actuarial assumptions. Furthermore, WHX disputes the
PBGC's assumption regarding the likelihood of large-scale
shutdowns at WPC. However, there can be no assurance that WHX's
assertions will be accepted and that plant shutdowns would not
occur.

       Wheeling-Pittsburgh Steel Corporation Loan Guarantee

On March 26, 2003, Wheeling-Pittsburgh Steel Corporation, an
indirect subsidiary of WHX, issued a press release announcing
that its revised $250 million loan guarantee application was
approved by the Emergency Steel Loan Guarantee Board. The
approval of the guaranty is subject to the satisfaction of
various conditions including, without limitation, confirmation
of a plan of reorganization for WPSC and resolution of the
treatment of the WHX Pension Plan acceptable to the Pension
Benefit Guaranty Corporation. The loan will be used to finance
WPSC's emergence from bankruptcy protection and to fund its
strategic plan, which calls for investments in state-of-the-art
technology that will improve manufacturing efficiency.

                Fourth Quarter Operating Results
                   and Other Income/Expense

Sales in the fourth quarter of 2002 were $79.3 million compared
with $87.2 million in 2001. Sales decreased by $14.5 million at
the Precious Metal Segment. Sales increased $1.7 million at the
Wire & Tubing Segment and $4.8 million at the Engineered
Materials Segment.

For the fourth quarter of 2002, operating income was a loss of
$9.8 million, compared to an operating loss of $2.2 million in
the fourth quarter of 2001.

Operating income from the Precious Metal segment declined by
$1.2 million from income of $1.7 million in the fourth quarter
of 2001 to income of $.5 million in the 2002 quarter. Operating
income at the Wire & Tubing segment declined by $5.3 million
from a $.5 million operating loss in the fourth quarter of 2001
to a $5.8 million loss in the fourth quarter of 2002. The
Engineered Materials segment reported an operating loss of $.3
million in the fourth quarter of 2002 compared to $1.4 million
of operating income in the fourth quarter of 2001. Unallocated
corporate expenses increased from $2.9 million in the fourth
quarter of 2001 to $4.2 million in the fourth quarter of 2002.
This increase is primarily related to increased pension expense
of $.9 million.

In the fourth quarter of 2002, the Company recognized gains of
$2.0 million from the early retirement of debt.

Other income was $.7 million for the fourth quarter 2002
compared to $5.2 million in the fourth quarter of 2001. The 2001
fourth quarter includes income from WHX Entertainment of $2.9
million.

                  Full Year Operating Results
                    and Other Income/Expense

Sales in 2002 were $386.4 million compared with $388.1 million
in 2001. Sales decreased by $26.0 million at the Precious Metal
Segment and $1.4 million at the Wire & Tubing Segment. Sales
increased by $25.7 million at the Engineered Materials Segment.

In 2002, operating income was a loss of $25.4 million, compared
to an operating loss of $4.8 million in 2001.

Operating loss at the segment level was $8.0 million in 2002
compared to operating income of $19.3 million in 2001. Operating
results for the Precious Metal Segment declined by $11.5
million, primarily as a result of a restructuring charge of
$12.0 million. Operating results for the Wire & Tubing Segment
declined by $17.5 million. The 2002 results for this segment
include an $8.0 million restructuring charge. Operating income
for the Engineered Materials Segment improved by $1.7 million in
2002. Unallocated corporate expenses increased from $16.7
million in 2001 to $17.4 million in 2002. This resulted from an
increase in unallocated pension expense of $3.1 million offset
by non-recurring costs and expenses incurred in 2001.

In 2002, the Company recognized gains of $42.5 million from the
early retirement of debt.

Other income was an expense of $6.0 million for 2002 compared to
$11.1 million of income for 2001. The income in 2001 was
primarily related to income from WHX Entertainment of $15.0
million and net investment losses of $4.4 million. The 2002
period loss included a $4.8 million loss on an interest rate
swap, other expenses of $3.7 million, losses of $2.6 million on
the disposal of fixed assets, partially offset by investment
earnings of $5.1 million.

                     Liquidity and Capital

At December 31, 2002, total liquidity, comprising cash, short-
term investments (net of related investment borrowings) and
funds available under bank credit arrangements, totaled $139.3
million. At December 31, 2002, funds available under credit
arrangements totaled $23.5 million. An unfavorable resolution of
the PGBC action, discussed above would have a material adverse
effect on the liquidity, capital resources and results of
operations and financial position of the WHX Group. Such PBGC
action may result in one or more events of default under various
WHX financial agreements, any one of which would have a material
adverse effect on the liquidity, capital resources and results
of operations and financial position of the WHX Group.

                           *   *   *

As previously reported, WHX was notified by the New York Stock
Exchange that its share price had fallen below the continued
listing criteria requiring an average closing price of not less
than $1.00 over a consecutive 30 trading-day period.  Following
notification by the NYSE, WHX has up to six months by which time
WHX's share price and average share price over a consecutive 30
trading-day period may not be less than $1.00.  In the event
these requirements are not met by the end of the six-month
period, WHX would be subject to NYSE trading suspension and
delisting and, in such event, WHX believes that an alternative
trading venue would be available.  WHX is currently evaluating
alternatives to bring its average share price back into
compliance with NYSE requirements, including a potential reverse
stock split which is one of the proposals to be acted upon at
the 2002 Annual Meeting of Stockholders.

Also, Standard & Poor's revised its outlook on WHX Corp., to
stable from negative. All ratings on the company are affirmed.

The outlook revision reflects the improvement in WHX Corp.'s
(B/Stable/--) financial flexibility following the sale of its
interest in Wheeling Downs Racetrack for $105 million. Proceeds
from the transaction are expected to be used for either debt
reduction or to service its future cash obligations related to
its Wheeling-Pittsburgh Corp., subsidiary, which filed for
Chapter 11 bankruptcy protection on November 16, 2000.


WINSTAR COMMS: Seeks to Recover $36-Mil. Preferential Transfers
---------------------------------------------------------------
The Chapter 7 Trustee, Christine C. Shubert, of Winstar
Communications, Inc. and its debtor-affiliates' cases seeks
relief pursuant to Sections 547, 548 and 550 of the Bankruptcy
Code to recover preferential transfers made to 146 vendors
totaling $36,001,956.94

Sheldon K. Rennie, Esq., at Fox Rothschild O'Brien & Frankel
LLP, in Wilmington, Delaware, informs the Court that during the
period on or within 90 days before the Petition Date, the
Debtors operated their businesses, including issuing and
authorizing payment to certain of their creditors by check, wire
transfer or otherwise.

During this Preference Period, the Debtors made transfers of
property to or for the benefit of these vendors:

     Entities                         Transfer Amount
     --------                         ---------------
     @Link Networks, Inc               $17,054,047.00
     Abuck, Inc.                           232,906.50
     Ace Communications, Corp.             639,640.60
     Adam's Mark Hotel                   1,214,751.31
     ADC Telecommunications Sales, Inc.    206,952.50
     Advanced Fibre Communications       1,265,075.82
     Advantage LP                          163,675.06
     Advantis Real Estate Services          21,902.13
     Agilant Technologies, Inc.            113,490.39
     Airtite Contractors, Inc.              18,158.00
     Alliance Technology                    23,084.00
     Allied Group, Inc.                    376,963.45
     Ameriwave Technologies                146,209.38
     Arden Realty, Inc.                     45,000.00
     Assemblies, Inc.                       24,177.44
     Atlantic Coast Towers, Inc.            73,476.00
     Avion Systems, Inc.                   121,088.94
     Baird Satellite Supporting Systems     38,567.45
     Bully & Andrews/Buchanan, LLC         551,541.00
     Cambridge Strategic Management Group  301,098.12
     Capitol Sign Systems                   56,330.00
     Carrier Access                        411,958.30
     Centra Software                       128,650.00
     Century Planning Associates, Inc.     183,513.75
     Communications Data Group, Inc.       377,278.51
     Conway Transportation Services, Inc.  233,348.39
     CPI Communication Services, Inc.      150,186.90
     Creative Design                        55,104.80
     DBH, Inc.                             199,882.50
     DBI, Architects, PC                   469,160.18
     DC Connections                         21,689.89
     Dell Receivables LP                    52,724.00
     Digital Communications Group, Inc.    552,289.00
     Dimension Enterprises, Inc.           323,378.64
     Don Thinschmidt                        24,815.98
     Donovan & Yee LLP                      33,231.97
     Dorf Construction Co., Inc.           147,140.00
     E & Y Capital                         250,000.00
     E. Stone, Inc.                         16,024.00
     EDD Helms Data Comm Group             210,118.10
     EE Linden Associates, Inc.            637,094.94
     Electric Lightwave, Inc.              235,601.72
     Electro Rent Corporation               29,174.46
     Energy Mgt. Systems                    95,400.00
     EU Services, Inc.                     116,280.00
     Fidelity Engineering Corp.            228,972.07
     Formerly Template Software Now        156,543.75
     G F Morin Company                      15,296.71
     Galleria Equities                      27,389.22
     Gianni Electric Inc.                   82,823.00
     Gilbert Creative Services, Inc.       110,622.75
     Global Support Systems, Inc.           23,500.00
     GMAC Payment                           83,700.06
     GN NetText, Inc.                       16,417.00
     Grau & Bassett PC                      54,535.60
     Guild Technologies Colorado LLC        90,001.25
     Harris, Wiltshire & Grannis LLP       115,316.20
     Hewlett-Packard Company               279,638.76
     Higgins Network Services               88,660.03
     HL Group International, Inc.          212,910.74
     Hogantec, Inc.                        185,353.80
     Hughes Network Systems              1,497,475.00
     Hummingbird Communications, Inc.       44,121.01
     ICG Telecom Group, Inc.               208,913.76
     IMCI Technologies                   3,347,800.04
     Insight                               162,915.37
     Integrated Communications Services    384,823.45
     Internet Security Systems              66,885.00
     Intervise Consultants, Inc.           686,643.95
     Intra-Dimension Consulting, Inc.      208,920.00
     Jaco Horse Pen LLC                  1,184,689.68
     Jensen Associates Executive            16,250.00
     Julius Kraft Company, Inc.             46,906.38
     Kaufman Patee Branstad                 56,234.13
     LAFP Denver, Inc.                      42,933.22
     Leading Edge Systems                   24,272.01
     Lease Crutcher Lewis                   61,780.71
     Lee Rowe & Associates                  66,770.00
     Legg Mason Estate                      52,560.00
     Lexington Charles LTD                  30,339.85
     Liberty Property Limited Partnership   22,951.99
     Linderlake Corporation                 23,223.74
     Logisticall                            34,891.81
     Lowe Northwest Investor Properties     69,739.52
     Mastec Technologies                   231,250.26
     Mastec Wireless Services              463,781.70
     Maximum Technology Solutions           19,000.00
     McFadden, Shoreman & Tsimpedes PC      15,741.00
     Metastorm, Inc.                       140,237.67
     Metropolitan Construction Co.          46,661.00
     Millenium Utility                     117,818.51
     Naturasound Research                  180,000.00
     NEC Business Network Solution         217,866.34
     Network Communications of Indiana     164,724.00
     New Resolutions, Inc.                 232,870.00
     Nixon Peabody LLP                      90,294.90
     Noriden Corporation                   439,225.58
     Northco Corporation                    16,225.00
     OSP Consultants, Inc.               1,117,352.18
     Paganini Electric Corporation          31,455.00
     Patton Boggs LLP                       33,022.41
     Plaza Construction                    500,151.22
     Pond & Company                        123,280.90
     Power and Telephone Supply          1,747,961.64
     Preferred Placement                       30,000
     PRH Management, Inc.                  428,854.41
     Project Interface Connections          41,161.00
     Prolink Services LLC                  366,217.50
     PSI Net Inc.                          166,175.00
     Qserve Communications                 108,804.75
     Queen Engineering, Inc.               186,688.00
     Quest Enterprises, LTD                 23,000.00
     Radware                                19,053.40
     Redline Communications, Inc.        1,147,523.60
     RGE Jobnet, Inc.                      117,892.92
     Sachs Systems, Inc.                   170,166.36
     Salem Search Associates                22,000.00
     Savio Pinhero                          15,559.90
     SBA Network Services                  131,486.17
     Shimizu Development New York           57,363.32
     Sitesafe, Inc.                        376,538.04
     Software Resources of New Jersey      254,014.39
     Software.com, Inc.                    472,191.06
     Southwestern Bell                   1,365,182.31
     Spar Performance Group                848,986.88
     Specialty Construction, Inc.          221,435.87
     Steplin Construction, Corp.            70,300.00
     Sun Microsystems, Inc.                139,125.07
     Superior Transportation Services      884,133.52
     Systems Manufacturing Corporation      61,394.25
     Taylor Communications                 179,388.84
     Teknion, Inc.                       1,000,914.34
     Telcordia Technologies                156,897.79
     Telecom Network Design & Cabling      191,402.31
     Telecom Professional Services, Inc.   139,146.36
     Telecommunications Solutions LLC      248,866.69
     Tellabs Operations, Inc.              371,055.24
     Telsource Corporation                 343,140.96
     Testpros                              473,277.83
     The Liberty Consulting                129,500.00
     The Q7 Group                          263,967.00
     The Schofield Group                   168,348.79
     Tower Perrin Financial Solutions       51,000.00
     Triangle Services, Inc.                67,383.81
     Tri-Tech Electric Contractors, Inc.   215,273.34
     TTC, Inc.                           1,019,912.66

Each of the Transfers was made on account of an antecedent debt
or debts owed by one of the Debtors to these vendors before each
Transfer was made.  The Debtors made each of the Transfers while
they were insolvent.

The Transfers enabled the vendors to receive more than it would
have received:

     1. if the Debtors' cases were a cases under Chapter 7 of the
        Bankruptcy Code;

     2. if the Transfers to the Vendors had not been made; and

     3. if these vendors had received payment of the debts as
        provided by the provisions of the Bankruptcy Code.

Pursuant to Sections 547 and 550 of the Bankruptcy Code, the
Trustee may avoid and recover the full value of the Transfers
from the Vendors.

Accordingly, the Trustee demands judgment:

     1. declaring that the Transfers to these vendors constitute
        voidable preferential transfers pursuant to Section 547
        of the Bankruptcy Code;

     2. avoiding the Transfers and directing and ordering that
        these vendors return to the Debtors' estates, pursuant to
        Section 550 of the Bankruptcy Code, the full value of the
        Transfers plus interest thereon from and after the date
        of the Transfers were made at the highest legally
        permissible rate; and

     3. awarding the Debtors their costs and reasonable
        attorneys' fees. (Winstar Bankruptcy News, Issue No. 41;
        Bankruptcy Creditors' Service, Inc., 609/392-0900)


YUM! BRANDS: S&P Ups Ratings to BB+ after Improved Performance
--------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
and senior unsecured debt ratings on quick-service restaurant
operator Yum! Brands Inc. to 'BB+' from 'BB' because of the
significant improvement in the company's operating performance
and debt reduction since its spin-off from PepsiCo in 1997.

The current outlook is positive.

"Significant improvements in operational performance since 1997
has helped strengthen the company's financial condition, and
gains from refranchised stores and internally generated cash
flow have allowed Yum! to repay about $2.3 billion of debt since
1998," said credit analyst Diane Shand.

The ratings on Louisville, Kentucky-based Yum! Brands reflect
the risks associated with operating in the intensely competitive
quick-service segment of the restaurant industry and the
complexity of operating multiple brands. These weaknesses
partially are offset by the leading market positions held by its
three core brands, KFC, Pizza Hut, and Taco Bell, and by Yum!'s
significant progress in cutting costs and improving store
productivity. The company had $2.3 billion of debt outstanding
as of Dec. 28, 2002.

Yum!'s credit profile has improved during the past five years.
Still, the company's multibranding strategy is evolving, adding
to the organization's complexity. Modest improvement in its
financial measures, along with demonstration of an ability to
maintain positive momentum in earnings and success with its
multibrand strategy, could lead to a higher rating in about one
year.

KFC, Pizza Hut, and Taco Bell have experienced unique operating
and competitive problems--and have reported inconsistent sales
performances, especially on a quarter-to-quarter basis--but the
company has generated positive blended same-store sales in each
year since 1997, with the exception of 2000, when both KFC and
Taco Bell underperformed. Operating margins have expanded as a
result of a rationalized store base, increased operating
efficiency and staff training, and an improved relationship with
franchisees. The company should also benefit from its
multibranding strategy.


* Dewey Ballantine Adds David J. Grais to New York Office
---------------------------------------------------------
Dewey Ballantine LLP, a leading international law firm,
announced that David J. Grais has joined as partner in the
Firm's Litigation Practice in its New York office.

Mr. Grais joins Dewey Ballantine from Gibson, Dunn & Crutcher
LLP where he was a partner in that Firm's Litigation Department
and co-head of its Insurance and Reinsurance Litigation Practice
Group. He focused primarily on insurance and reinsurance,
information technology litigation and general commercial
litigation.

"As we expand into both new business sectors and geographic
regions, Dewey Ballantine continues to attract talented,
experienced lawyers from a range of disciplines," said Everett
L. Jassy, chairman of Dewey Ballantine's Management Committee.
"David brings a wealth of knowledge in reinsurance and IT
litigation matters and will provide strong synergies with our
existing litigation, technology and insurance practices."

Prior to joining Gibson, Dunn & Crutcher in 1998, Mr. Grais was
a partner in Grais & Phillips LLP in New York. He is a member of
the American Law Institute, AIDA Reinsurance and Insurance
Arbitration Society, and the Computer Law Association. A
graduate of Yale Law School, Mr. Grais holds a master's degree
in philosophy from Balliol College at the University of Oxford,
England and an A.B. degree magna cum laude from Princeton
University.

Dewey Ballantine LLP, founded in 1909, is an international law
firm with more than 600 attorneys located in New York,
Washington, D.C., Los Angeles, Palo Alto, Houston, Austin,
London, Warsaw, Budapest, Prague and Frankfurt. Through its
network of offices, the firm handles some of the largest, most
complex corporate transactions and litigation in areas such as
M&A, bankruptcy, capital markets, private equity, antitrust,
intellectual property, structured finance, project finance,
international trade and international tax. Industry
specializations include banking, healthcare, insurance, energy
and utilities, media, consumer and industrial goods, technology,
telecommunications and transportation.


* BOND PRICING: For the week of April 21 - 25, 2003
---------------------------------------------------

Issuer                                Coupon   Maturity  Price
------                                ------   --------  -----
Abgenix Inc.                           3.500%  03/15/07    74
Adelphia Communications                3.250%  05/01/21     8
Adelphia Communications                6.000%  02/15/06     8
Adelphia Communications               10.875%  10/01/10    46
Advanced Micro Devices Inc.            4.750%  02/01/22    73
Alamosa Delaware                      12.500%  02/01/11    49
Alamosa Delaware                      13.625%  08/15/11    51
Alexion Pharmaceuticals                5.750%  03/15/07    71
American & Foreign Power               5.000%  03/01/30    67
Amkor Technology Inc.                  5.000%  03/15/07    68
AMR Corp.                              9.000%  09/15/16    32
AnnTaylor Stores                       0.550%  06/18/19    64
Aquila Inc.                            6.625%  07/01/11    70
Axcelis Technologies                   4.250%  01/15/07    75
BE Aerospace Inc.                      8.000%  03/01/08    66
Best Buy Co. Inc.                      0.684%  06/27/21    72
Burlington Northern                    3.200%  01/01/45    53
Burlington Northern                    3.800%  01/01/20    74
Calpine Corp.                          4.000%  12/26/06    75
Calpine Corp.                          8.500%  02/15/11    65
Calpine Corp.                          8.625%  08/15/10    63
Capstar Hotel                          8.750%  08/15/07    70
Charter Communications, Inc.           4.750%  06/01/06    32
Charter Communications Holdings        8.250%  04/01/07    59
Charter Communications Holdings        8.625%  04/01/09    60
Charter Communications Holdings        9.625%  11/15/09    62
Charter Communications Holdings       10.000%  04/01/09    62
Charter Communications Holdings       10.000%  05/15/11    57
Charter Communications Holdings       10.250%  01/15/10    57
Charter Communications Holdings       10.750%  10/01/09    61
Charter Communications Holdings       11.125%  01/15/11    60
Cincinnati Bell Telephone (Broadwing)  6.300%  12/01/28    73
Comcast Corp.                          2.000%  10/15/29    25
Conexant Systems                       4.000%  02/01/07    60
Conexant Systems                       4.250%  05/01/06    67
Conseco Inc.                           8.750%  02/09/04    17
Continental Airlines                   4.500%  02/01/07    45
Cox Communications Inc.                0.348%  02/23/21    72
Cox Communications Inc.                2.000%  11/15/29    32
Cox Communications Inc.                3.000%  03/14/30    47
Crown Cork & Seal                      7.375%  12/15/26    72
Crown Cork & Seal                      8.000%  04/15/23    71
Cummins Engine                         5.650%  03/01/98    65
Delta Air Lines                        7.700%  12/15/05    62
Delta Air Lines                        9.250%  03/15/22    46
Delta Air Lines                       10.375%  02/01/11    52
Dynegy Holdings Inc.                   6.875%  04/01/11    74
Dynex Capital                          9.500%  02/28/05     2
Elwood Energy                          8.159%  07/05/26    66
Finova Group                           7.500%  11/15/09    37
Fleming Companies Inc.                10.125%  04/01/08    14
Ford Motor Co.                         6.625%  02/15/28    72
Gulf Mobile Ohio                       5.000%  12/01/56    66
Health Management Associates Inc.      0.250%  08/16/20    64
HealthSouth Corp.                      3.250%  04/01/49    22
HealthSouth Corp.                      7.375%  10/01/06    59
HealthSouth Corp.                      8.375%  10/01/11    56
HealthSouth Corp.                      8.500%  02/01/08    57
I2 Technologies                        5.250%  12/15/06    54
Incyte Genomics                        5.500%  02/01/07    67
Inhale Therapeutic Systems Inc.        3.500%  10/17/07    57
Inhale Therapeutic Systems Inc.        5.000%  02/08/07    62
Inland Steel Co.                       7.900%  01/15/07    68
Internet Capital                       5.500%  12/21/04    36
Isis Pharmaceutical                    5.500%  05/01/09    65
Kmart Corporation                      9.375%  02/01/06    14
Kulicke & Soffa Industries Inc.        4.750%  12/15/06    66
Kulicke & Soffa Industries Inc.        5.250%  08/15/06    70
Lehman Brothers Holding                8.000%  11/13/03    62
Level 3 Communications                 6.000%  09/15/09    60
Level 3 Communications                 6.000%  03/15/10    59
Liberty Media                          3.500%  01/15/31    65
Liberty Media                          3.750%  02/15/30    55
Liberty Media                          4.000%  11/15/29    58
LTX Corp.                              4.250%  08/15/06    74
Lucent Technologies                    6.450%  03/15/29    66
Lucent Technologies                    6.500%  01/15/28    66
Magellan Health                        9.000%  02/15/08    25
Manugistics Group Inc.                 5.000%  11/01/07    55
Mirant Corp.                           5.750%  07/15/07    55
Missouri Pacific Railroad              4.750%  01/01/20    74
Missouri Pacific Railroad              4.750%  01/01/30    72
Missouri Pacific Railroad              5.000%  01/01/45    62
NTL Communications Corp.               7.000%  12/15/08    19
Natural Microsystems                   5.000%  10/15/05    64
NGC Corp.                              7.625%  10/15/26    65
Northern Pacific Railway               3.000%  01/01/47    50
Northwest Airlines                     7.625%  03/15/05    56
Northwest Airlines                     7.875%  03/15/08    47
Northwest Airlines                     8.875%  06/01/06    52
Northwest Airlines                     9.875%  03/15/07    50
Quanta Services                        4.000%  07/01/07    71
Regeneron Pharmaceuticals              5.500%  10/17/08    68
Ryder System Inc.                      5.000%  02/25/21    72
SBA Communications                    10.250%  02/01/09    74
SCG Holding Corp.                     12.000%  08/01/09    69
Tenneco Inc.                          10.000%  03/15/08    70
Tenneco Inc.                          10.200%  03/15/08    70
Transwitch Corp.                       4.500%  09/12/05    59
United Airlines                       10.670%  05/01/04     5
Universal Health Services              0.426%  06/23/20    57
US Timberlands                         9.625%  11/15/07    73
Weirton Steel                         10.750%  06/01/05    46
Weirton Steel                         11.375%  07/01/04    58
Westpoint Stevens                      7.875%  06/15/08    26
Xerox Corp.                            0.570%  04/21/18    65

                           *********

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.

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S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published by
Bankruptcy Creditors' Service, Inc., Trenton, NJ USA, and Beard
Group, Inc., Washington, DC USA. Yvonne L. Metzler, Bernadette
C. de Roda, Donnabel C. Salcedo, Ronald P. Villavelez and Peter
A. Chapman, Editors.

Copyright 2003.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without
prior written permission of the publishers.  Information
contained herein is obtained from sources believed to be
reliable, but is not guaranteed.

The TCR subscription rate is $675 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.

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