TCR_Public/030423.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

            Wednesday, April 23, 2003, Vol. 7, No. 79

                          Headlines

AGWAY INC: Exploring Potential Sale of Assets and Other Options
AIR CANADA: Honoring Up to $25-Mill. of Critical Supplier Claims
AMERCO, INC.: Sues PricewaterhouseCoopers for $2.5 Billion
AMERICAN AIRLINES: S&P Keeps Watch as Controversy Threatens Plan
AMERICAN AIRLINES: Chairman Carty Apologizes for "Big Mistake"

AMERIMMUNE PHARMACEUTICALS: Ceases Ops. & Files Ch. 7 Petition
AMERIMMUNE PHARMACEUTICALS: Chapter 7 Case Summary & Creditors
AMERISERVE FINANCIAL: Fitch Concerned about Weakening Liquidity
AMES DEPARTMENT: Selling Mansfield Warehouse Facility for $18MM
ANC RENTAL: Gets Nod to Reimburse $1-Million Due Diligence Fees

ANNUITY & LIFE: Fails to Meet NYSE Continued Listing Standards
AT&T LATIN AMERICA: Consents to Chapter 11 Bankruptcy Proceeding
AUSPEX SYSTEMS: Files for Chapter 11 Liquidation in California
AUSPEX SYSTEMS: Voluntary Chapter 11 Case Summary
B/E AEROSPACE: First Quarter Net Loss Doubles to $11 Million

BURLINGTON INDUSTRIES: Court Allows Additional Retention Payment
CSAM HIGH YIELD: Fitch Cuts Ratings on 2 Note Classes to B-/CCC-
DUN & BRADSTREET: Dec. 31 Net Capital Deficit Stands at $18.8MM
EAGLE FOOD: Urges Court to Approve Skadden Arps' Engagement Pact
ENCOMPASS SERVICES: Overview of Second Amended Chapter 11 Plan

ENRON CORP: EPMI Sues Select Energy for $2.5 Million in Damages
ENRON: EFS & Enron Mgt. Creditors' Proofs of Claim Due April 30
EXIDE TECH.: 3 Lead Brands Relisted With London Metal Exchange
FEDERAL-MOGUL: Files Disclosure Statement for Chapter 11 Plan
FLEMING COS.: Continuing Use of Existing Business Forms & Checks

GENSCI REGENERATION: Resolves Various Disputes with Osteotech
GENTEK INC: Sunoco Inc. Sues Debtors for Breach of Agreement
GENUITY: Court Okays Alvarez & Marsal's Retention as Consultants
GLOBE METALLURGICAL: Taps Piper Rudnick as Bankruptcy Counsel
GRAPHIC PACKAGING: Will Publish First Quarter Results by Apr. 29

HAAS WOODWORKS: Case Summary & 20 Largest Unsecured Creditors
HEXCEL CORP: March 31 Net Capital Deficit Narrows to $102 Mill.
INPRIMIS INC: Ability to Continue Operations Remains Uncertain
INTEGRATED HEALTH: Brahman Partners Reports Rotech Equity Stake
LAIDLAW INC: Discloses Current Board of Directors' Members

LEAP WIRELESS: Final Cash Collateral Use Hearing Set for May 7
LERNOUT: Stonington Wants Copies of Fraud-Related Documents
LTV CORP: Admin. Committee Signs-Up Reed Smith as Local Counsel
MAGELLAN FILMED: Ceases Operations after Unsuccessful Financing
MATLACK SYSTEMS: Ch. 7 Trustee Brings-In PENTA as Accountants

MCMS INC: Court Extends Plan Filing Exclusivity Until May 12
MGM MIRAGE: Fitch Assigns BB+ Initial Rating to Sr. Secured Debt
NATIONAL CENTURY: NCFE Committee Hires Carlile as Local Counsel
NATIONAL STEEL: USWA Hails US Steel's Purchase of Company Assets
NATIONAL STEEL: Plan Filing Exclusivity Extended Until Month-End

NATIONSRENT: Court Adjourns Confirmation Hearing Until May 13
NEBO PRODUCTS: Dec. 31 Balance Sheet Upside-Down by $1.4 Million
NEW POWER CO.: Georgia Court Fixes May 30 Admin Claims Bar Date
NORTH COAST ENERGY: Taps Robert Baird to Explore Alternatives
NORTHFIELD LABS.: Needs Additional Funds to Continue Operations

NORTHWESTERN CORP: S&P Cuts Corp. Credit Rating to B from BB+
NUWAY MEDICAL: Fails to Comply with Nasdaq Listing Requirements
OGLEBAY NORTON: Based on Bank Talks, Net Worth Exceeds $98 Mill.
OSE USA: Will Shut Down US Manufacturing Facilities by June 30
OVERHILL FARMS: Clinches Senior Debt Refinancing Transaction

PACIFIC CROSSING: Pivotal Private to Buy Assets for $63 Million
PHILIP MORRIS: Files Post-Judgment Motion in Price Lawsuit
PICCADILLY CAFETERIAS: Expecting to Close 17 Cafeterias by July
POLAROID: Disclosure Statement Hearing to Continue on May 29
PREMCOR INC: Inks Pact to Sell Hartford Refinery Assets for $40M

RADIANT ENERGY: Expects to File Late Reports by May 20, 2003
REPUBLIC TECH: Requests for Payment of Admin Claims Due April 29
RESOURCE AMERICA: Recapitalizes Evening Star Building Loan
SAGENT TECHNOLOGY: Resolves Events of Default Under $7-Mil. Loan
SAMUELS JEWELERS: March 31 Net Capital Deficit Widens to $27MM

SIERRA PACIFIC: Sues Natural Gas Suppliers for $600MM in Damages
SILICON GRAPHICS: Mar. 28 Balance Sheet Insolvency Tops $142MM
SIMULA INC: Independent Auditors Express Going Concern Doubt
SMTEK INT'L: Fails to Maintain Nasdaq Min. Listing Requirements
SPIEGEL GROUP: Committee Signs-Up Chadbourne & Parke as Counsel

TANDYCRAFTS INC: Delaware Court Approves Disclosure Statement
TECO ENERGY: Moody's Hatchets Sr. Unsecured Debt Ratings to Ba1
TECO ENERGY: Airs Disappointment with Moody's Ratings Downgrade
TELENETICS CORP: Haskell & White Expresses Going Concern Doubt
TELSCAPE INT'L: US Trustee Wants to Convert Case to Chapter 7

TESORO PETROLEUM: Closes Sr. Secured Credit Facility Refinancing
UNIDIGITAL: Founder & Chairman Ehud Aloni Skipped the Country
UNION ACCEPTANCE: Sells Servicing Platform and Servicing Rights
UNITED AUSTRALIA: CHAMP Unit Acquires Majority Stake in Austar
UNITED STATIONERS: Look for First Quarter 2003 Results by Monday

U.S. INDUSTRIES: Takes Initiatives to Refocus Company Operations
US MINERAL: Taggart Taps ARPC as Claims Evaluation Consultants
US WIRELESS: Committee Turns to Navigant Consulting for Advice
VALLEY MEDIA: Secures Plan Exclusivity Extension through May 13
WABASH NATIONAL: Will Publish First Quarter Results by Month-End

WESTPOINT STEVENS: Liquidity Concerns Spur Fitch's Downgrades
WORLD AIRWAYS: Reports Update on Flight Attendant Negotiations
WORLDCOM INC: Court Approves Spaulding's Engagement as Broker
W.R. GRACE: Committee Urges Court to Extend Avoidance Period

* Meetings, Conferences and Seminars

                          *********

AGWAY INC: Exploring Potential Sale of Assets and Other Options
---------------------------------------------------------------
Agway Inc., said it will immediately begin exploring the
potential sale of each of its businesses while also exploring
other strategic opportunities that could result in greater value
for Agway's creditors.

"This process continues our efforts to maximize the value of our
businesses and generate cash for our unsecured creditors, the
majority of whom are investors in Agway securities," said Agway
CEO Michael R. Hopsicker. "Agway is in a relatively good
financial position as we enter this exploration phase. Today,
Agway has a cash surplus and we do not anticipate any immediate
need to borrow against our current credit facility. That
surplus, which is a significant accomplishment for a company in
Chapter 11, is a result of continued strong profitability in our
Energy business, better financial performance in our Feed and
CPG businesses, and significant cash proceeds received from
previous business divestments."

Mr. Hopsicker said: "The prospects for maximizing value from our
businesses are very encouraging. I am convinced that each of our
businesses will continue as ongoing business enterprises
providing quality products and services to our customers and
continued job opportunities for the thousands of Agway employees
that serve our customers in hundreds of communities. These are
valuable businesses."

The Company will explore potential sale and other strategic
opportunities for the following businesses:

Agway Energy Products: In business since 1936, Agway Energy
Products LLC is an industry leader providing heating oil,
propane and energy equipment sales, installation and service in
the Northeast, serving nearly 500,000 homes, farms and
businesses. Consistent with its "Total Energy Solutions"
strategy, natural gas and electricity are sold in selected
deregulated markets through subsidiaries Agway Energy Services,
Inc. and Agway Energy Services-PA, Inc. Agway's Energy business
has a strong history of earnings and is well-positioned for
growth and continued profitability.

The Energy business was not included in Agway's voluntary
Chapter 11 filing last fall.

Animal Feed and Nutrition: Agway is the number one supplier of
animal feed products in the Northeast, and a long-time leader in
technical expertise and product innovation. The Northeast region
is a large dairy market that includes the number three and four
states nationally in milk production -- New York and
Pennsylvania, respectively. Agway's animal feed business
consists of Agway Feed and Nutrition, which primarily serves
dairy producers in New York and Pennsylvania, Agway's TSPF
Heifer farms and Agway dealers, and Feed Commodities
International, which serves dairy producers in New England.

Fresh Produce: Agway's Country Best Produce business is a
leading provider of potatoes, onions and other fresh produce to
large chain store customers in the Eastern United States.
Through an integrated network of fresh produce operations,
Country Best is uniquely positioned to meet the needs of major
grocers and foodservice customers.

Agricultural Technologies: This segment consists of new
technologies that serve the animal feed and fresh produce
marketplace. The businesses in this segment include CPG
Nutrients, which developed and manufactures Optigen(R) 1200, a
concentrated source of controlled release nitrogen for dairy
cows; and CPG Technologies, the developer of FreshSeal(TM) food
preservation products.

The Company has established a timetable that contemplates
reaching final decisions about the path it will take for each of
its businesses by mid-summer. Those decisions will be
incorporated into Agway's Chapter 11 plan of reorganization,
which the Company expects to have completed later this summer
for submission to the Bankruptcy Court and its creditors. The
Company has targeted December 2003 for its emergence from
Chapter 11.

The investment banking firm Goldsmith-Agio-Helms has been
engaged jointly by Agway Inc. and the Official Committee of
Unsecured Creditors to assist in finding appropriate potential
buyers for each of Agway's businesses. Interested parties may
contact Barry Freeman at Goldsmith-Agio-Helms at (312) 928-0760.

Agway, Inc., is an agricultural cooperative owned by 69,000
Northeast farmer-members. On October 1, 2002, Agway Inc. and
certain of its subsidiaries filed voluntary petitions for
reorganization under Chapter 11 of the U.S. Bankruptcy Code.
Agway Energy Products LLC, Agway Energy Services, Inc., and
Agway Energy Services-PA, Inc. were not included in the Chapter
11 filings. The Cooperative is headquartered in DeWitt, NY.
Visit Agway at http://www.agway.com


AIR CANADA: Honoring Up to $25-Mill. of Critical Supplier Claims
----------------------------------------------------------------
To ensure the continuity of operations outside of North America,
Mr. Justice Farley approves Air Canada's request to continue
paying foreign trade creditors and suppliers in the ordinary
course both before and after the CCAA Petition Date.

With the Monitor's consent, the Applicants are authorized to pay
up to $25,000,000 for the goods and services provided by North
American suppliers prepetition that are critical to the
Applicants' business and their ongoing operations.

The Applicants estimate the universe of prepetition trade claims
total $200,000,000.  Claims held by non-critical suppliers will
be subject to compromise under a Scheme of Arrangement.

The critical supplier designation will not apply to ordinary
course inter-airline clearing and similar arrangement. (Air
Canada Bankruptcy News, Issue No. 3; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


AMERCO, INC.: Sues PricewaterhouseCoopers for $2.5 Billion
----------------------------------------------------------
Amerco, Inc., filed suit against PricewaterhouseCoopers LLP, the
company's former auditors, claiming more than $2.5 billion in
damages.

The lawsuit was filed on Friday, April 18, 2003, in the United
States District Court for the District of Arizona.  The Case No.
is 03-CV-736.  Ronald Jay Cohen, Esq., Daniel G. Dowd, Esq., and
Laura A.H. Kennedy, Esq., at Cohen Kennedy Dowd & Quigley PC in
Phoenix represent Amerco.  The case has been assigned to the
Honorable Robert C. Broomfield.  A full-text copy of the 69-page
Complaint is available at no charge at:

     http://bankrupt.com/misc/03-CV-736.pdf

"They gave us bad advice for seven straight years," Amerco's
general counsel, Gary Klinefelter, told a Reuters reporter in an
interview Monday. "We're in the business of renting out trucks
and trailers, and they're in the business of giving out
accounting advice."

A spokesman for PricewaterhouseCoopers, David Nestor, told
Reuters the lawsuit appeared to be an effort by Amerco's
management to shift blame away from itself.

"The primary responsibility for the accuracy of financial
statements lies with the company," Mr. Nestor said. "Once it
became apparent that there was an error in Amerco's, we worked
with them to get their financial statements correct, which is,
of course, the important thing."

The dispute, Reuters relates, centers on financing arrangements
known as special purpose entities that Amerco set up in the mid-
1990's. These were created to help expand the company's self-
storage business without weighing down its balance sheet with
debt.

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

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

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

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


AMERICAN AIRLINES: S&P Keeps Watch as Controversy Threatens Plan
----------------------------------------------------------------
AMR Corp., (CCC/Watch Dev./--) unit American Airlines Inc.'s
(CCC/Watch Dev./--) financial turnaround plan is being
threatened by a controversy over executive compensation.
Standard & Poor's Ratings Services said its ratings on both
entities remain on CreditWatch with developing implications.

Disclosure last week of retention bonuses and the creation and
funding of a bankruptcy-remote supplemental pension plan trust
for AMR and American executives continues to anger employees,
who last week narrowly approved deep cuts in their compensation,
despite management's cancellation of the retention bonuses and a
promise not to make further investments in the supplemental
pension plans. The flight attendants' union is threatening to
hold a third vote on the concessionary contracts, which would
almost certainly reverse the previous narrow approval. It is
unclear whether such a vote could overturn the previous
ratification. The Transport Workers Union leaders have said that
they are studying their legal options, as well, though the pilot
union leadership appears more mollified by management's apology
and cancellation of bonuses and future funding for the
supplemental pension plans (which are similar to plans that the
pilots have). Even if the concessionary labor contracts remain
in place, the controversy appears to have seriously damaged
labor relations at a time when the airline is struggling to
avoid bankruptcy.


AMERICAN AIRLINES: Chairman Carty Apologizes for "Big Mistake"
--------------------------------------------------------------
AMR Chairman Don Carty publicly apologized to American Airlines
employees, saying that he had made a "big mistake" in his
previous talks about executive compensation with union leaders
and launching a new round of briefings to help give unions
"complete confidence" as the airline's cost restructuring
process goes forward.

"You know, the world's largest airline doesn't do things
halfway. When we do something, we do it bigger and better than
anyone else," Carty said in a statement. "We did what has never
before been done . . . we delivered the largest consensual
savings in U.S. history. And then I made a mistake and, of
course, it was a big one."

Last week, Carty announced that he and his senior management
team had given up their planned retention payments to further
demonstrate their commitment to "shared sacrifice" as the
company works to reduce employee costs by $1.8 billion a year.

Carty emphasized that there was nothing improper about the
retention agreements, only in the way they were communicated.

In addition, Carty said the errors were his own, and should not
reflect upon the AMR Board of Directors.

"Our Board will retain its historical practice of ensuring that
American - - and AMR -- are conservative and responsible in all
financial matters, including compensation structures," Carty
said.

Monday, the company began a new round of discussions with labor
leaders to answer their questions about executive compensation
agreements and help address any misunderstandings about the
company's 10-K filing.

Carty said union leaders "must have complete confidence in the
fact that the sacrifices are indeed shared and that there are no
more surprises. They deserve the truth and so do our employees."

In the past two years, Carty's total compensation has dropped by
more than 80 percent, and he has declined any retention payment
or bonus or performance share grant. Of the six major air
carriers, Carty is the lowest-paid CEO.

"It is important that all the employees who have been asked to
share in the sacrifice understand that despite my mishandling of
this particular situation, the board has acted responsibly and I
have shared in the sacrifice and my commitment is real," Carty
said.

Carty said that AMR remains on the "precipice of bankruptcy,"
and urged union leaders and employees to stand by the consensual
cost-savings agreements ratified last week.

"The precariousness of our financial condition simply can't
sustain any action that would delay or prevent the consensual
restructuring measures from taking place on schedule," Carty
said.

With large payments pending and facing "very real deadlines,"
Carty said that the company must immediately implement these
agreements or be forced to file for Chapter 11 protection.

Bankruptcy would force more aggressive cost cuts, including an
additional 10,000 jobs, further pay reductions and a significant
threat to employee pensions.

Carty said that employees had worked too hard to stave off
bankruptcy to abandon the consensual agreements now, and said
that he would work hard to repair any damage he had caused to
the spirit of cooperation and collaboration he is trying to
build at American.

"We've come this far because everyone has pulled together to
make the tough choices and do what is necessary to keep this
great company of ours out of bankruptcy," Carty said. He vowed
to work to "build a bridge back to the path that allowed us to
forge these historic agreements in the first place."

For more information about the Company, visit
http://www.amrcorp.com


AMERIMMUNE PHARMACEUTICALS: Ceases Ops. & Files Ch. 7 Petition
--------------------------------------------------------------
Amerimmune Pharmaceuticals, Inc., (OTCBB:AMUN) has suspended
operations and petitioned for Chapter 7 bankruptcy after being
served with two lawsuits. Following months of unsuccessful
negotiations, one of the lawsuits was initiated by Los Angeles-
based CytoDyn of New Mexico, Inc., the privately-held company
from which Amerimmune had licensed its only product Cytolin(R),
a promising antibody for treating HIV/AIDS. Rather than treating
the HIV infection directly, Cytolin(R), which must be injected
in a doctor's office, is designed to make the human immune
system more like the immune systems of primates that can carry
the AIDS virus without becoming ill. During the height of the
AIDS epidemic in the U.S., hundreds of patients were treated
with off-label Cytolin(R) with encouraging results.

The other lawsuit, alleging nonpayment for services rendered,
was filed by Symbion Research International, the Contract
Research Organization that supervised Amerimmune's clinical
trial of Cytolin(R). The clinical trial, while preliminary,
replicated previous studies that had provided early evidence for
the safety and efficacy of Cytolin(R), according to an abstract
presented by Donald W. Northfelt, M.D., Assistant Clinical
Professor of Medicine, University of California, San Diego, at
the 9th Conference on Retroviruses and Opportunistic Infections
held in Seattle, Feb. 24-28, 2002.

Despite the significant economic loss to CytoDyn and some of its
officers, CytoDyn welcomes Amerimmune's bankruptcy because there
is no longer a need to prove CytoDyn's allegation that
Amerimmune had, for unknown reasons, abandoned its patent and
manufacturing rights but refused to acknowledge it. This left
Cytolinr and the underlying platform technology in a state of
limbo. However, CytoDyn will continue to seek indemnification
from Amerimmune's officers and directors for abandonment of an
FDA-approved manufacturing technology that was developed by
Vista Biologicals Corporation of Carlsbad, Calif., and that
CytoDyn must now replace.

Freed from the problems surrounding Amerimmune, CytoDyn intends
to waste no time in getting Cytolin(R) back on development track
so it will be available to the patients worldwide who may need
it. Toward that end, scientist and CytoDyn cofounder Allen D.
Allen has won approval for a European patent that Amerimmune had
decided not to pursue. This complements a portfolio of three
U.S. patents issued to Allen and licensed to CytoDyn.


AMERIMMUNE PHARMACEUTICALS: Chapter 7 Case Summary & Creditors
--------------------------------------------------------------
Debtor: Amerimmune Pharmaceuticals, Inc.
        920 Hampshire Road, Suite A-40
        Westlake Village, California 91361
        aka Versailles Capital Corporation

Bankruptcy Case No.: 03-13919

Type of Business: Pharmaceutical research company

Chapter 7 Petition Date: April 4, 2003

Court: District of Nevada (Las Vegas)

Judge: Linda B. Riegle

Debtor's Counsel: James D. Greene, Esq.
                  Schreck Brignone
                  300 South Fourth Street
                  Suite 1200
                  Las Vegas, NV 89101
                  Tel: (702) 382-2101

Estimated Assets: $0 to $50,000

Estimated Debts: $1 Million to $10 Million

Debtor's 10 Creditors:

Entity
------
Allen D. Allen

Jersey Transfer & Trust Co.

The Berlin Group Inc.

Laboratory Corp. of America

Minerva Comm. Group Inc.

Piercy Bowler Taylor & Kern

Pink Sheets LLC

Project Amigo

Rex H. Lewis

Symbion Research Int'l Inc.


AMERISERVE FINANCIAL: Fitch Concerned about Weakening Liquidity
---------------------------------------------------------------
Fitch Ratings downgraded the ratings for AmeriServ Financial,
Inc., as follows: Long-term debt rating to 'B' from 'BB' and
Individual rating to 'D' from 'C/D'. Fitch has also lowered the
Long-term debt rating and Long-term deposit rating for ASRV's
banking subsidiary, AmeriServ Financial Bank, to 'BB-' from
'BB+' and ASRVB's Individual rating to 'D' from 'C/D'. The
Rating Outlook for all ratings for ASRV and ASRVB remains
Negative. Additionally, Fitch has downgraded the rating for
AmeriServ Capital Trust I to 'CCC+' from 'B+'. The rating for
ASRVP has been removed from Rating Outlook Negative and placed
on Rating Watch Negative.

The rating action is driven by the increased uncertainty
regarding the company's ability to meet future financial
obligations, particularly with respect to its trust preferred
debt. Liquidity at the parent company has weakened over the past
few periods due to continued lack of earnings momentum and an
oversized debt burden as the spin-off of Three Rivers Bank
(April 1, 2000) left ASRV with one less subsidiary from which to
upstream dividends to service its relatively large $34.5 mln
(8.45%) trust preferred issue. The situation has been further
exacerbated by a Memorandum of Understanding entered into by
ASRV and ASRVB with the Federal Reserve Bank of Philadelphia and
the Pennsylvania Department of Banking in 1Q03. Under the terms
of the MOU, ASRV and ASRVB cannot declare dividends, the company
may not redeem any of its own stock, and ASRV cannot incur any
additional debt other than in the ordinary course of business,
in each case, without the prior written approval of the
regulators (Federal Reserve Bank of Philadelphia and the
Pennsylvania Department of Banking). The Board of Directors of
ASRV had suspended the common stock dividend prior to the
regulatory action.

The downgrade of the Long-term ratings of both ASRV and ASRVB is
reflective of heightened constraint on financial flexibility at
all levels. The parent company had approximately $694,000 in
cash as of YE02. During 1Q03, the company met its quarterly
obligations with respect to its outstanding trust preferred
issue, thanks primarily to dividends from its non-bank
subsidiaries (trust company and life insurance company).
Prospectively, ASRV will likely need regulatory approval to
upstream dividends from the bank to continue to service the
trust preferred debt. Because the bank's financial performance
has been weak, Fitch believes there is some uncertainty as to
the likelihood that the bank will receive approval, despite
current capital levels that are above regulatory well-
capitalized thresholds. The 'CCC+' rating on ASRVP reflects the
possibility that the company could be in deferral on the trust
preferred dividend in the near term. If ASRV were to defer
dividend payment on the trust preferred issue, then the rating
of ASRVP would be lowered to 'CC'.

The downgrade of the Individual rating for ASRV and ASRVB
reflects concerns regarding profitability, continued credit
quality deterioration, and downward pressure associated with the
soft economic environment, particularly in the company's
markets. That said, we recognize that the company's strategic
initiatives, including the recent reduction in staff, the one-
year labor contract extension, the sale of servicing rights on
approximately 70% ($450 mln) of mortgage loans serviced by
Standard Mortgage Corporation, and recent management,
organizational and credit procedure changes are steps in the
right direction. However, the Rating Outlook Negative reflects
execution risk in improving the company's financial and credit
profile heightened by minimal financial flexibility.

                        Ratings

                AmeriServ Financial, Inc.

        -- Long-term to 'B' from 'BB';
        -- Short-term 'B';
        -- Individual to 'D' from 'C/D';
        -- Support '5';
        -- Rating Outlook Negative

                AmeriServ Financial Bank.

        -- Long-term to 'BB-' from 'BB+';
        -- Long-term Deposits to 'BB-' from 'BB+';
        -- Short-term 'B';
        -- Short-term Deposits 'B';
        -- Individual to 'D' from 'C/D' ;
        -- Support '5';
        -- Rating Outlook Negative

                AmeriServ Capital Trust I

        -- Trust Preferred to 'CCC+' from 'B+';
        -- Rating Watch Negative


AMES DEPARTMENT: Selling Mansfield Warehouse Facility for $18MM
---------------------------------------------------------------
Ames Department Stores, Inc., and its debtor-affiliates own a
distribution center located at 305 Forbes Boulevard in
Mansfield, Massachusetts.  The Property consists of 47 acres of
land and contains 275,000 square feet of rentable space,
including loading bays and all of the equipment at the Property.

In accordance with their decision to wind down their business,
Ames Senior Vice President and General Counsel David H. Lissy,
Esq., informs the Court that the Debtors have actively sought a
purchaser for the Property and that the offer made by AMB
Institutional Alliance Fund II, L.P. is the best offer thus far.
For this reason, the Debtors intend to sell its interest in the
Distribution Center.

In connection with the proposed sale, the Debtors entered into a
purchase agreement wherein AMB has agreed to pay $18,000,000 for
the transfer of the Property free and clear of all liens.  To
the Debtors' knowledge, the only recorded lien against the
Property is a lien in favor of Kimco Funding LLC under a DIP
Financing agreement with the Debtors.  In view of that, Kimco
has consented to the sale of the Property.  Mr. Lissy assures
the Court that to the extent the Property is subject to any
other duly perfected, valid liens, the liens will either be
satisfied by the Debtors or will transfer to the proceeds of the
sale pending entry of a Court order fixing and allowing the
validity, priority and amount of the lien.

                       The Purchase Agreement

The substantive terms and conditions of the Purchase Agreement
are:

A. Assets To Be Sold

   The Debtors will sell:

   (a) The Land and the Improvements and all easements,
       tenements, rights, licenses, privileges and appurtenances
       associated with the Distribution Center;

   (b) All equipment and furnishings and all other tangible
       personal property they own and located on the Premises on
       the Closing Date.

B. Purchase Price

   $18,000,000, which will be payable in cash through:

   (a) a $1,800,000 deposit that AMB delivered to the Debtors'
       co-counsel after executing the Purchase Agreement; and

   (b) a $16,200,000 balance that will be paid in cash at the
       Closing, subject to prorations and adjustments.

C. Closing

   Closing on the sale of the Property to AMB is to occur on the
   fifth business day after all conditions precedent in the
   Purchase Agreement have been satisfied or waived, but no
   event later than June 9, 2003.

Mr. Lissy asserts that AMB's offer is by far the best.  Mr.
Lissy notes that the Debtors have considered that:

   (a) the sale of the Property will enable the Debtors to
       realize $18,000,000;

   (b) the Property has been actively marketed and the Purchase
       Agreement represents the best firm offer that the Debtors
       have been able to obtain so far; and

   (c) the Property is no longer needed for the Debtors'
       operations and consequently, its continued maintenance
       requires the payment of continuing cots without any
       corresponding benefit to the Debtors.

                  The Proposed Bidding Procedures

To maximize the value of the assets, the Debtors will utilize
the standard bidding procedures approved by the Court.  The
Debtors will require any competing offer to be on substantially
the same terms of the Purchase Agreement except for the Purchase
Price, which must exceed AMB's bid by at least $900,000.  All
bidding at the Auction will be in increments of at lease
$25,000.

All bids will remain open and irrevocable until 11 days after
the Sale Hearing.  The second best bid, as determined by the
Debtors, will remain open and irrevocable until a Closing on the
Sale, so that they may be accepted and consummated subject to an
appropriate order of the Court, if the bid selected at the
Auction and approved by the Court is not consummated at the
closing.

                       AMB's Break-Up Fee

The Debtors propose to pay a break-up fee to AMB in the event a
higher and better offer is approved and consummated.  Competing
bidders for the Property will be required to make an initial
minimum topping offer of not less than $18,900,000, which
includes a break-up fee of $360,000.  The Break-Up Fee is
payable to AMB from the proceeds of the sale.  The Debtors
maintain that the Break-Up Fee is fair and reasonable in light
of the time and effort expended by AMB Institutional in
concluding the Purchase Agreement. (AMES Bankruptcy News, Issue
No. 36; Bankruptcy Creditors' Service, Inc., 609/392-0900)


ANC RENTAL: Gets Nod to Reimburse $1-Million Due Diligence Fees
---------------------------------------------------------------
ANC Rental Corporation and its debtor-affiliates obtained the
Court's authority, pursuant to Sections 105(a) and 363(b) of the
Bankruptcy Code, to reimburse, in their sole and exclusive
discretion, the Prospective Purchasers for Due Diligence Fees,
in relation to a proposed asset sale, prior to and in connection
with the submission of an Agreement up to $1,000,000. The
Debtors also obtained the Court approval to pay the fees to the
four Prospective Purchasers identified to date but reserve the
right to substitute any of the Prospective Purchasers for a
different entity.

                         Backgrounder

As previously reported, ANC Rental Corporation and its debtor-
affiliates retained Lazard Freres & Co. LLC as their
investment banker in these Chapter 11 cases, nunc pro tunc to
January 10, 2003.  The Debtors retained Lazard to evaluate and
pursue a potential sale transaction involving all or a
substantial portion of the assets, equity securities or other
interests of the Debtors either through a Section 363 sale or
pursuant to a plan of reorganization as permitted by Section
1123(a)(5).

Lazard engaged in the process of identifying and contacting
persons and entities that may be interested in pursuing and
consummating a Potential Sale Transaction.  Through these
efforts, Lazard identified numerous persons and entities that
indicated a willingness to enter into a Potential Sale
Transaction, 12 of which signed confidentiality agreements with
the Debtors and conducted various levels of initial due
diligence.

The Debtors subsequently established a deadline for interested
parties to submit a letter of interest in connection with a
Potential Sale Transaction.  The Debtors received letters of
intent from eight prospective purchasers.  The Debtors and
Lazard reviewed and evaluated these LOIs and selected four
prospective purchasers that they believe capable of consummating
a Potential Sale Transaction on terms and conditions acceptable
to the Debtors.  The Debtors have requested that the Prospective
Purchasers each submit an agreement containing the terms and
conditions of a Proposed Sale Transaction.

The Prospective Purchasers have each indicated a need to conduct
further due diligence into the Debtors' businesses, assets,
financial projections and management personnel over at least the
next 30 days prior to submitting a binding Agreement.  To induce
the Prospective Purchasers to continue their final due diligence
and submit a binding Agreement, the Debtors agreed to obtain
Court authorization to reimburse the Prospective Purchasers for
their Due Diligence Fees. (ANC Rental Bankruptcy News, Issue No.
30; Bankruptcy Creditors' Service, Inc., 609/392-0900)


ANNUITY & LIFE: Fails to Meet NYSE Continued Listing Standards
--------------------------------------------------------------
Annuity and Life Re (Holdings), Ltd., (NYSE: ANR) announced
that, as previously disclosed in its Annual Report on Form 10-K
for the year ended December 31, 2002, it has received a notice
from the New York Stock Exchange dated April 8, 2003, stating
that the Company did not satisfy the NYSE's continued listing
standards as of that date because the average closing price of
the Company's common shares had been below $1.00 for a 30
consecutive trading day period. If the Company cannot achieve a
$1.00 average share price for 30 consecutive trading days within
six months of the receipt of this notification, the NYSE has
indicated that it will commence suspension and delisting
procedures with respect to the Company's common shares. In
addition, the Company announced that the NYSE has informed the
Company that it is considering whether the Company continues to
meet certain of the NYSE's qualitative continued listing
standards due to concerns over the Company's financial
condition.

                         *     *     *

As reported in Troubled Company Reporter's March 25, 2003
edition, Fitch Ratings lowered the insurer financial strength
rating of Annuity & Life Reassurance, Ltd., to 'C' from 'CC'.
The Rating Watch remains Negative.

This rating action reflects additional disclosures in an
amended third quarter 2002 10-Q. In particular, the company
added a Going Concern and Subsequent Events statement disclosing
that the company has been served with a statutory demand under
Bermuda law, which if deemed valid, could lead to liquidation if
the company is unable to satisfy the obligations claimed by the
filing party.

On February 26, 2003, Fitch downgraded ANR's insurer financial
strength rating from 'CCC' to 'CC', following the company's
public disclosure on February 24th of a number of adverse
developments related to its operating performance and financial
position. Of particular concern to Fitch were the company's
announcements that it had ceased writing new business and had
notified its existing reinsurance clients that it cannot accept
additional cessions under previously established treaties, as
well as disclosure of continued adverse mortality and a large
number of open claim submissions. These disclosures, combined
with other negative developments, led the company to announce
that a significant loss will be reported in the fourth quarter
of 2002, and for the year, although the company has not yet
disclosed the severity of those losses.


AT&T LATIN AMERICA: Consents to Chapter 11 Bankruptcy Proceeding
----------------------------------------------------------------
AT&T Latin America Corp. (OTC Bulletin Board: ATTL.OB), has
converted the Chapter 11 process for its U.S. entities to a
voluntary Chapter 11 process initiated by the company. The
voluntary filing includes the company's U.S. entities.

As announced on Monday, April 14, Matlin Patterson, one of the
company's secured creditors, filed a petition to reorganize ATTL
under Chapter 11 in the Southern District of Florida, Miami
Division. Matlin Patterson's petition applied to AT&T Latin
America Corp., as well as its Argentine subsidiary.

ATTL had indicated on Monday that the company would move quickly
to convert Matlin Patterson's filing to a voluntary filing
initiated by the company. "Converting our U.S. entities to a
voluntary Chapter 11 process is consistent with our strategy to
protect the interests of all creditors and stakeholders of
ATTL," said Lawrence Young, ATTL Chief Financial Officer.
Mr. Young indicated that the company is currently assessing
various options for the Argentine subsidiary.

Additionally, ATTL released preliminary numbers regarding its
first quarter performance. The company generated revenue of
approximately $39mm in the first quarter. For Q1, the company
expects to generate an EBITDA margin (before restructuring
charges) of 8-12%, a dramatic improvement over the company's Q4
performance, and $4-6mm above the company's Q1 forecast. ATTL
also ended the first quarter in a stronger cash position than
previously expected. "We exceeded our Q1 budget in all areas and
in all countries," said Patricio Northland, CEO, President and
Chairman of the Board of ATTL. Added Mr. Northland, "We continue
to sign up new customers, as well as expand our business within
our existing customer base. Our performance in the first quarter
is a testament to the incredible accomplishments of our
employees in each country. We are exceeding the objectives we
set forth in December as part of our restructuring plan. As we
move into the second quarter, we continue to see strong,
positive momentum in the marketplace with our customers, and
within our operations."

ATTL is continuing to pursue a potential new owner or investor
for the company, and does not anticipate the timing of the sale
process to be affected by these actions.

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


AUSPEX SYSTEMS: Files for Chapter 11 Liquidation in California
--------------------------------------------------------------
Auspex Systems Inc., (Nasdaq: ASPX) ("Auspex") has filed a
voluntary petition for Chapter 11 liquidation with the U.S.
Bankruptcy Court for the Northern District of California, San
Jose Division.

Auspex intends to continue the customer services operations by
retaining certain employees in the Auspex customer service
support center, parts logistics and field support operations,
and to retain certain employees to facilitate the sale and
liquidation of substantially all or part of its assets. This
includes the sale of Auspex intellectual property including the
Network Attached Storage operating system and NAS applications,
features and functions and the assignment of certain vendors and
other constituents. In conjunction with the filing, Auspex has
terminated all but approximately 27 people. The majority of the
remaining employees will be engaged in the ongoing customer
support operations. Other retained employees will facilitate the
sale of substantially all of the assets, insure an orderly
conclusion to operations and maintain cash management programs.

In accordance with applicable law and court orders, vendors and
suppliers who provided goods and services before today's filing
may have pre-petition claims, which will be frozen pending court
authorization of payment.

Auspex introduced the world's first Network Attached Storage
(NAS) server shortly after its founding in 1987, creating a new
breed of storage appliance offering significant performance and
administrative benefits over general-purpose file servers.
Auspex's enterprise-class network servers are used worldwide for
consolidated information storage and delivery. Auspex also is
leading the convergence of NAS with Storage Area Networks (SANs)
with the NSc3000 Network Storage Controller, the first
multivendor SAN-to-NAS gateway. The company is headquartered in
Santa Clara, California. Its shares are traded on the NASDAQ
under the symbol ASPX. For more information, visit
http://www.auspex.com


AUSPEX SYSTEMS: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Auspex Systems, Inc.
        2800 Scott Blvd.
        Santa Clara, California 95050

Bankruptcy Case No.: 03-52596

Type of Business: Auspex provides software and hardware
                  infrastructure to support enterprise
                  environments.

Chapter 11 Petition Date: April 22, 2003

Court: Northern District of California (San Jose)

Judge: Marilyn Morgan

Debtor's Counsel: J. Michael Kelly, Esq.
                  Law Offices of Cooley Godward
                  1 Maritime Plaza
                  20th Floor
                  San Francisco, CA 94111-3580
                  Tel: (415) 693-2000

Total Assets: $26,087,000 (as of Dec. 31, 2002)

Total Debts: $15,554,000 (as of Dec. 31, 2002)


B/E AEROSPACE: First Quarter Net Loss Doubles to $11 Million
------------------------------------------------------------
B/E Aerospace, Inc., (Nasdaq:BEAV) announced financial results
for the three months ended March 31, 2003. The company also
commented on recent developments, including the war in Iraq and
Severe Acute Respiratory Syndrome (SARS). B/E expects these
developments' impact on the airlines to adversely affect the
company's financial results for at least the next 6 to 12
months.

                         HIGHLIGHTS

-- Reported net loss of $0.31 per share for three months ended
   March 31, 2003. Excluding consolidation costs, net loss was
   $0.11 per share.

-- Maintained adequate liquidity. Cash and available bank credit
   totaled $126.2 million at quarter-end.

-- On track to close Dafen (Wales) facility and achieve planned
   reductions in workforce during second quarter. Planning
   further cost reduction initiatives.

-- Financial results for calendar 2003 expected to be below
   prior guidance due to industry developments.

"As anticipated, demand for our products remains depressed due
to the continuing downturn in the airline and business jet
industries," said Mr. Robert J. Khoury, President and Chief
Executive Officer of B/E Aerospace. "Airline industry conditions
are unusually volatile, with the war in Iraq and concern over
SARS affecting international air travel. In addition, business
jet industry conditions have deteriorated further, as airframe
manufacturers have again significantly cut production forecasts.
In this demanding operating environment, financial forecasting
is difficult both for our customers and for B/E Aerospace. We
remain focused on conserving cash and reducing costs."

               FINANCIAL RESULTS: AS REPORTED

For the three months ended March 31, 2003, B/E reported a net
loss of $10.8 million, or $0.31 per share. By comparison, for
the three-month period ended March 31, 2002 the company reported
a net loss of $5.9 million, or $0.17 per share.

Both periods include transition costs related to B/E's facility
and workforce consolidation program. Transition costs totaled
$6.8 million for the period ended March 2003 and $5.6 million
for the period ended March 2002. Transition costs are the
expenses of operating facilities scheduled for closure and
integrating transferred operations into the remaining
facilities. Under GAAP, such costs are expensed as incurred
until plant shutdown is complete.

                FINANCIAL RESULTS: AS ADJUSTED

Excluding transition costs, B/E would have reported a net loss
of $4.0 million, or $0.11 per share for the period ended March
31, 2003, as compared to $0.3 million, or $0.01 per share for
the period ended March 31, 2002.

"The first quarter results we report [Mon]day fell short of our
expectations," Mr. Khoury said. "We incurred start-up costs to
begin manufacturing plastic components in our seating spares
business. This occurred because our principal supplier of
plastic parts ceased operations. We have purchased certain of
the supplier's manufacturing assets and have begun to establish
in-house production of plastic seating components. The start-up
resulted in higher manufacturing costs and lower sales of
seating spares.

"Poor operating performance at our Dafen galley manufacturing
facility also adversely impacted margins as we moved towards the
wind-up of operations there," Mr. Khoury continued. "In
addition, we experienced somewhat greater unabsorbed overhead
costs due to the mix of products manufactured during the
quarter.

"We expect that these factors will continue to affect our
results for another quarter, as we complete the shutdown of the
Dafen plant and finish integrating plastics manufacturing into
our operations," he said.

Net sales were $154.7 million for the period ended March 2003,
up 6 percent compared to the three-month period ended March
2002. Sales for both periods were negatively impacted by the
airline industry crisis. B/E estimates that its sales are down
approximately 30 percent compared to annualized pre-September
2001 levels, adjusted for acquisitions.

                  SEGMENT RESULTS AND BACKLOG

Sales in B/E's largest segment, commercial aircraft products,
increased 7 percent compared to the quarter ended March 2002.
The business jet segment experienced a significant reduction in
demand, with sales down 10 percent compared to the same period a
year ago.

Fastener distribution sales increased 14 percent compared to the
prior period. B/E has been successful in expanding its market
share in fastener distribution, and the company expects
continued revenue growth in this segment.

Total backlog as of March 31, 2003 was $435 million, down from
approximately $450 million at December 31, 2002, reflecting the
continued difficult conditions in the airline and business jet
sectors.

                LIQUIDITY REMAINS ADEQUATE

B/E's cash and available bank credit was $126.2 million as of
March 31, 2003, down $31.1 million compared to December 2002
balances. The decrease is in line with management's expectations
and was largely due to:

-- a previously-announced $15.0 million payment due to a
   reduction in commitments under B/E's bank credit facility,
   and

-- a net $12.0 million increase in accounts receivable,
   inventories and other assets.

"We are comfortable with our liquidity position. Cash and
available bank credit of nearly $130 million should be adequate
to meet operating needs and service our debt obligations," Mr.
Khoury stated. "Our December 2002 cash position was higher than
usual, enabling us to reduce bank borrowings by $50 million in
the first quarter. The voluntary $50 million payment, made after
we amended our bank credit facility, will reduce interest
expense and assist in returning B/E to profitability. Our
amended bank credit facility gives us the flexibility to borrow
the funds again should we need to do so."

Net debt (total debt less cash and cash equivalents) was $712.1
million at March 31, 2003, as compared to $696.0 million at
December 31, 2002. EBITDA was $95.9 million on an "as adjusted"
basis for the twelve months ended March 31, 2003, excluding
consolidation costs and the legal settlement.

          UPDATE ON AIRLINE INDUSTRY CONDITIONS

The airline industry downturn, now well into its second year,
will likely go on record as the most severe ever experienced.
U.S. airlines have lost over $18 billion in the past two years.
A sluggish economy, the September 2001 terrorist attacks and
high fuel and labor costs all contributed to the losses. In
response, carriers worldwide have limited discretionary spending
and reduced fleet sizes. These austerity measures have adversely
affected demand for B/E's cabin interior products since late
2001.

To re-position B/E for profitability at the lower demand levels,
management launched a cost reduction program soon after the 2001
terrorist attacks. By mid-2003, B/E expects to achieve its goal
of closing five factories and eliminating about 1,400 positions.

"The plight of the worldwide airline industry worsened during
the first quarter of 2003," Mr. Khoury said. "With war in Iraq
and the SARS outbreak in Asia, most major carriers have
experienced sharply lower air travel in recent weeks, compared
to prior-year figures which were already depressed by the
industry downturn. The duration of these trends is hard to
predict at the moment, but it is clear that they have
exacerbated a situation which was already difficult for our
airline customers."

U.S. airlines reported trans-Atlantic and trans-Pacific traffic
down 20 percent in late March and April. The reduced air travel
is forcing carriers worldwide to make further cuts in capacity
and workforce. 10,000 airline jobs were eliminated in the first
week of the war alone. Air Canada (the world's 11th largest
carrier) and Hawaiian Air sought Chapter 11 bankruptcy
protection in the past month. Estimates indicate that U.S.
airlines could lose nearly $11 billion this year.

Carriers serving the Pacific Rim are experiencing substantially
lower traffic and advance bookings. In response, airlines such
as Northwest Airlines, Cathay Pacific, Qantas, Singapore
Airlines and Japan Airlines have cut flights by as much as 25
percent on certain routes in Asia.

"We continue to monitor industry conditions very closely," Mr.
Khoury said. "We now expect to implement further cost reduction
initiatives in the commercial aircraft products segment. In this
regard, we are fortunate to have a flexible cost structure. Over
two-thirds of our costs are variable."

                COST REDUCTION INITIATIVES
           ALSO PLANNED IN BUSINESS JET SEGMENT

"The downturn in the business jet industry continues to unfold,"
Mr. Khoury stated. "In recent weeks, several aircraft
manufacturers have notified us of plans to further reduce
production of new business jets."

B/E expects new business jet deliveries to be at least 20
percent lower for calendar 2003 as compared to calendar 2002,
and about 35 percent lower compared to 2001. In the second half
of the current year, B/E expects about 250 new business jet
deliveries, an annualized decrease of about 45 percent compared
to the 900 new aircraft delivered in 2001, and about 33 percent
lower than last year.

"Regrettably, these developments necessitate further cost
reduction initiatives, including workforce reductions, in our
business jet operations," Mr. Khoury said. Implementation of the
new initiatives will begin in the second quarter.

                    CONSOLIDATION COSTS

Prior to the actions announced today, B/E's consolidation effort
- closing five facilities and eliminating 1,400 positions - was
projected to cost nearly $155 million, including cash costs of
approximately $65 million. New actions announced today in the
commercial aircraft products and business jet products groups
are expected to add $3 - $5 million to the consolidation costs.

Consolidation costs already incurred since inception of the
program total about $150 million, including approximately $60
million of cash costs.

                         OUTLOOK

"It is clear that recent trends in the airline and business jet
industries will adversely affect B/E's performance. We expect
financial results for calendar 2003 to be below prior guidance,"
said Mr. Khoury. "We are managing through unusually volatile
industry conditions. Forecasting is particularly difficult in
this demanding environment, both for our customers and for B/E
Aerospace. Accordingly, for the time being we have elected not
to give specific guidance on sales and earnings."

Financial guidance for calendar 2003 is now as follows:

-- For the second quarter ending June 2003, profit margins and
   bottom-line results will reflect continued impact from the
   manufacturing start-up of the plastics operations mentioned
   herein and continued excess manufacturing costs at the Dafen
   galley facility until its closure at the end of the second
   quarter.

-- For the third quarter and beyond, improvements in margins and
   bottom-line results will be driven largely by the previously
   announced closure of the Dafen facility, integration of the
   plastics operations and achievement of B/E's original
   headcount reduction goal (originally a 1,400-position
   reduction, excluding planned actions announced today).

-- Calendar 2003 consolidation costs will be $3 - $5 million
   greater than prior guidance of $10 million due to the new
   cost reduction actions announced today in the commercial
   aircraft products and business jet segments. Essentially all
   of such costs will have been incurred by the end of the third
   quarter of 2003.

-- Despite the deterioration in industry conditions during the
   past quarter, B/E's goal is to achieve profitable operations
   on a quarterly basis by the end of this calendar year.

"Looking ahead, B/E Aerospace has a number of attributes that
should enable us to maintain adequate liquidity during the
downturn," Mr. Khoury said. "Our $135 million bank credit
facility, which will decrease by $15 million in December 2004,
requires no further principal payments until maturity in August
2006. All other long-term debt requires no additional principal
payments until 2008 through 2011.

"Our customer base is truly global," he continued. "Over 45
percent of last year's sales came from outside the U.S. Our
competitive position is very strong, with leading worldwide
market shares in many product lines.

"With our aftermarket focus, we should be an early beneficiary
of the industry recovery," he said. "Aftermarket demand should
lead the recovery, because refurbishing existing aircraft is
much less expensive than buying new aircraft.

"When demand improves, the cost reductions we have already
achieved should give us substantial operating leverage and
enhanced earnings power. We believe that our factories have the
capacity to generate revenues of up to $1 billion without
significant additional capital investment. In the meantime, we
have a seasoned executive team which has navigated prior
downturns," Mr. Khoury concluded.

B/E Aerospace, Inc., is the world's leading manufacturer of
aircraft cabin interior products, and a leading aftermarket
distributor of aerospace fasteners. With a global organization
selling directly to the world's airlines, B/E designs, develops
and manufactures a broad product line for both commercial
aircraft and business jets and provides cabin interior design,
reconfiguration and conversion services. Products for the
existing aircraft fleet -- the aftermarket -- provide about 60
percent of sales. For more information, visit B/E's Web site at
http://www.beaerospace.com

As reported in Troubled Company Reporter's March 13, 2003
edition, Standard & Poor's Ratings Services lowered its ratings,
including lowering the corporate credit rating to 'B+' from
'BB-', on BE Aerospace Inc. The ratings remain on CreditWatch
with negative implications, where they were placed on
February 11, 2003. Rated debt is about $850 million.

"The downgrade reflects BE Aerospace's continued weak financial
results, which, coupled with high debt levels, translate into
subpar credit protection measures," said Standard & Poor's
credit analyst Roman Szuper. "Furthermore, the operating
environment of the firm's primary market--the airline industry--
is very challenging, especially in the U.S, and it is likely to
deteriorate further if there is a war with Iraq," the analyst
added.

The ratings for Wellington, Fla.-based BE Aerospace reflect
risks associated with very difficult conditions in the airline
industry, high debt levels, and poor credit protection measures.
Those factors are partly offset by the company's position as the
largest participant in the commercial aircraft cabin interior
products market, a leading share of that business on corporate
jets, fairly efficient operations, and adequate liquidity. The
firm's large installed base typically generates demand for
generally higher-margin recurring retrofit, refurbishment, and
spare parts (60%-65% of revenues), with the balance from
products installed on new jetliner deliveries.


BURLINGTON INDUSTRIES: Court Allows Additional Retention Payment
----------------------------------------------------------------
Burlington Industries, Inc., and its debtor-affiliates obtained
the Court's authority, pursuant to Section 363(b) of the
Bankruptcy Code, to supplement and extend the Retention Program
by providing KERP Participants with an additional installment
payment equal to 25% of their Retention Incentive Payments
payable on Emergence for KERP Participants in Tiers I and II and
on October 1, 2003 for KERP Participants in Tiers III through
VI, if, and only if, Emergence has not occurred on or before
October 1, 2003.  The estimated total cost of the proposed
Additional Retention Payment is $1,468,000.

The existing Retention Program focuses on a small, core group of
the Debtors' management employees -- only 71 employees -- who
possess the experience, skills and knowledge necessary to
facilitate the Debtors' successful reorganization.  Of those
original 71 employees, 64 continue to be employed by the
Debtors. Thus, in large part due to the Retention Program, the
Debtors have successfully retained more than 90% of their key
employees during the first 15 months of these Chapter 11 cases.

In addition, since the entry of the KERP Order, the Debtors have
offered nine employees retention incentives under the Retention
Program through the $1,000,000 KERP Reserve established under
the Retention Program for that purposes.

The Retention Program itself consists of two separate
components:

     (a) a retention incentive plan, designed to provide
         retention incentives to key management employees; and

     (b) a severance plan, designed to ensure basic job
         protection for key management employees.

Under the Retention Incentive Plan approved by the Court, Ms.
Booth relates, the Original Participants were classified into
six "tiers" based on each employee's responsibilities, role in
the reorganization process and anticipated contribution to the
Debtors' restructuring efforts.  Each of the Original
Participants was eligible for a retention payment equal to a
percentage of his then-current base salary paid in installments
over time.  Each of the Reserve Participants was entitled to a
similar Retention Incentive Payment to be paid from the KERP
Reserve.

Retention Incentive Payments for KERP Participants were paid in
installments on March 15, 2002, July 15, 2002 and November 15,
2002.  Because the effective date of a plan of reorganization in
these cases has not yet occurred, all KERP Participants received
an additional payment equal to 25% of the KERP Participants'
Retention Incentive Payment on February 15, 2003.  Furthermore,
KERP Participants in Tiers IV through VI -- covering certain
vice president and other management positions -- will be
entitled to an additional payment equal to 25% of the KERP
Participants' Retention Incentive Payment, payable on May 15,
2003. (Burlington Bankruptcy News, Issue No. 31; Bankruptcy
Creditors' Service, Inc., 609/392-0900)

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


CSAM HIGH YIELD: Fitch Cuts Ratings on 2 Note Classes to B-/CCC-
----------------------------------------------------------------
Fitch Ratings has downgraded the following classes of notes
issued by CSAM High Yield Focus, Ltd.:

        -- $246,390,876 class A-1 notes to 'B-' from 'BB+';

        -- $9,000,000 class A-2 notes to 'CCC-' from 'BB-'.

CSAM High Yield Focus, Ltd. is a collateralized bond obligation
managed by Credit Suisse Asset Management. The CBO was
established in June 1999 to issue debt and equity securities and
to use the proceeds to purchase high yield bond collateral. The
ratings of the class B-1 and class B-2 notes from this
transaction are affirmed at 'CC'.

According to its April 1, 2003 trustee report, CSAM High Yield
Focus, Ltd.'s collateral includes a par amount of $63.95 million
(19.65%) defaulted assets and the transactions only OC test is
failing at 88.62% with a trigger of 115%.

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


DUN & BRADSTREET: Dec. 31 Net Capital Deficit Stands at $18.8MM
---------------------------------------------------------------
D&B (NYSE: DNB), the leading provider of global business
information and technology solutions, reported diluted earnings
per share for the quarter ended March 31, 2003, of 51 cents, up
19 percent from 43 cents in the prior year quarter, before
previously-announced net charges totaling 3 cents per share. On
a GAAP basis, D&B reported diluted earnings per share of 48
cents, up 12 percent. The net charges are described below.

See Schedule 1 for results as reported in accordance with
generally accepted accounting principles, Schedule 2 for results
before non-core gains and charges, and Schedule 3 for a
reconciliation of GAAP results to results before non-core gains
and charges. Also see below for a discussion of the Company's
use of non-GAAP financial measures.

"As we said when we announced our preliminary results on April
9th, we are pleased that our flexible business model and focused
implementation of our Blueprint for Growth strategy enabled us
to deliver strong EPS growth," said Allan Z. Loren, chairman and
chief executive officer of D&B. "Our North America segment's
profitability improved slightly, despite a revenue decline and
dilution from our acquisition of Hoover's. In addition, our
International segment reported a profitable first quarter for
the first time in over 6 years. These profitability improvements
are a testament to the success of our financial flexibility
initiatives."

               D&B's First Quarter 2003 Results

Total revenue for the quarter was $314.7 million, flat compared
with the prior year quarter, including 4 percentage points of
favorable impact from foreign exchange rate movements and 2
percentage points of favorable impact from the Company's
acquisitions of Data House in the fourth quarter of 2002 and
Hoover's, Inc. in March 2003.

These revenue results reflect the following by product line:

-- Risk Management Solutions revenue of $224.1 million, up $9.0
   million or 4 percent (including 5 percentage points of
   favorable impact from foreign exchange, and 2 percentage
   points of favorable impact from the Data House acquisition);

-- Sales & Marketing Solutions revenue of $80.6 million, down
   $11.6 million or 13 percent (including 2 percentage points of
   favorable impact from foreign exchange);

-- Supply Management Solutions revenue of $7.5 million, up $0.3
   million or 6 percent (including 4 percentage points of
   favorable impact from foreign exchange); and

-- E-Business Solutions revenue of $2.5 million, representing
   the results of Hoover's, Inc. since March 3, 2003. This E-
   Business Solutions product line is being reported separately
   for the first time this quarter.

"We are disappointed with our revenue results, which reflect
cautious customer investment behavior in the current economic
environment," said Loren.

D&B continued to make progress in migrating its product delivery
to the Web, a more efficient delivery channel. In the first
quarter of 2003, D&B delivered 68 percent of its revenue over
the Web, up from 65 percent in the 2002 fourth quarter, and from
42 percent in the first quarter of 2002.

Operating income for the first quarter was $55.6 million, down
$3.4 million or 6 percent from the year-ago period. Operating
income grew in each of the Company's geographic segments, and
Corporate and other expense declined, all reflecting the
benefits of the Company's ongoing financial flexibility
initiatives. However, these improvements were offset by a
previously-announced $10.9 million restructuring charge,
described below. Before this charge, operating income was up
$7.5 million or 13 percent.

D&B had $3.1 million of non-operating income - net for the first
quarter of 2003, compared with $4.6 million of non-operating
expense - net in the prior-year period. The 2003 amount included
a previously-announced insurance recovery of $7.0 million,
described below. Before this non-core gain, D&B would have had
Non-operating expense - net of $3.9 million, an improvement of
14 percent over the prior-year period, primarily due to lower
interest expense.

Net income for the quarter was $37.1 million, up $3.6 million or
11 percent from the prior-year period, including the
restructuring charge and insurance recovery. Before these non-
core gains and charges, net income was up $5.9 million or 18
percent.

Cash provided by operating activities during the quarter was
$60.7 million, including $7.0 million from the insurance
recovery, compared to $7.5 million in the prior year quarter.
This improved result includes the benefit of working capital
management, another area of focus of the Company's financial
flexibility initiatives. The Company ended the quarter with
$149.3 million of cash and cash equivalents.

At December 31, 2002, the Company's balance sheet shows a total
shareholders' equity deficit of about $18.8 million.

               First Quarter 2003 Segment Results

North America

North America's first-quarter revenue was $226.5 million, down
$13.2 million or 6 percent from $239.7 million in the prior year
period. This decline is primarily due to lower Sales & Marketing
Solutions revenue reflecting the effect of cautious customer
investment behavior in the current economic environment.

North America's revenue results include:

-- $151.7 million from Risk Management Solutions, down $3.2
   million or 2 percent;

-- $66.9 million from Sales & Marketing Solutions, down $12.1
   million or 15 percent;

-- $5.4 million from Supply Management Solutions, down $0.4
   million or 6 percent; and

-- a $2.5 million contribution from E-Business Solutions, which
   represents the results of Hoover's Inc. since its acquisition
   on March 3, 2003.

North America's operating income for the quarter was $80.3
million, compared to $80.2 million in the prior year quarter.
Profitability in the quarter was impacted by an increase in non-
cash pension costs resulting from previously-disclosed changes
in the U.S. Retirement Plan's actuarial assumptions, and $1.2
million of dilution from the Hoover's acquisition, offset by
benefits from the Company's financial flexibility initiatives.

International

D&B began reporting its Europe segment (including Europe, Middle
East and Africa) and its Asia Pacific / Latin America segment as
a single, new International segment effective January 1, 2003.

The International segment's first-quarter revenue was $88.2
million, up $13.2 million from $75.0 million in the prior year
quarter. The 18 percent increase in International revenue was
primarily due to the favorable effect of foreign exchange rate
movements, which contributed 17 percentage points of growth.
Before the effect of foreign exchange, revenue grew 1 percent,
including the acquisition of Data House, which contributed $5.4
million or 6 percentage points of growth.

These International revenue results reflect:

-- $72.4 million from Risk Management Solutions, up $12.2
   million or 20 percent, including 17 percentage points of
   favorable impact from foreign exchange and 8 percentage
   points of growth from the acquisition of Data House;

-- $13.7 million from Sales & Marketing Solutions, up $0.5
   million or 4 percent, including 14 percentage points of
   favorable impact from foreign exchange, and;

-- $2.1 million from Supply Management Solutions, up $0.7
   million or 55 percent, including 25 percentage points of
   favorable impact from foreign exchange.

The International segment's operating income for the quarter was
$1.3 million, compared with an operating loss of $4.0 million in
the prior year quarter. This improvement in profitability was
primarily due to the lower expense base associated with the
Company's financial flexibility program. Operating income growth
also benefited from the favorable impact of foreign exchange.

Non-Core Gains and Charges

In its January 13, 2003 press release, the Company announced
that it had received cash of $7.0 million pre-tax ($4.3 million
after-tax or 6 cents per diluted share) in settlement of its
insurance claim to recover losses related to the events of
September 11, 2001. In the first quarter of 2003, this non-core
gain was recorded within Non-operating income - net.

On January 13, 2003, the Company also announced a series of
financial flexibility initiatives which is expected to initially
reduce D&B's 2003 expense base by $75 million on an annualized
basis, before any restructuring charges and transition costs,
and before any reallocation of spending. In the announcement,
D&B said it expected this series of actions to result in
restructuring charges totaling $16 million, primarily for
severance and termination costs, which would be recognized
during 2003.

In accordance with a new accounting rule, SFAS No. 146,
"Accounting for Costs Associated with Exit or Disposal
Activities," restructuring charges must now be recognized when
the liability is incurred, rather than at the date the company
commits to an exit plan. The adoption of this rule will result
in the restructuring expenses being recognized over a period of
time, rather than at one time. In the first quarter of 2003, the
Company recorded $10.9 million pre-tax ($6.6 million after-tax
or 9 cents per diluted share) of the expected $16 million charge
within Operating income as Corporate and other expense.

D&B's restructuring charges may be viewed as recurring as they
are incurred as part of each phase of its financial flexibility
initiatives. However, in addition to reporting GAAP results, the
Company reports results before restructuring charges and other
non-core gains and charges because it does not consider these
charges and other items to reflect its underlying business
performance.

                         2003 Outlook

Earnings Per Share and Operating Cash Flow

The Company is confirming its previous full-year diluted
earnings per share guidance of between $2.25 and $2.29 on a GAAP
basis. This range of EPS represents between 20 and 22 percent
growth, compared to $1.87 reported on a GAAP basis for 2002.

This EPS guidance includes the previously-announced 8 cent per
share dilutive impact of the Hoover's acquisition, and certain
non-core gains and charges totaling a net charge of 25 cents per
share.

Before non-core gains and charges, D&B expects full-year diluted
earnings per share to be between $2.50 and $2.54, representing
between 16 and 18 percent growth, compared to $2.15 of diluted
earnings per share before a restructuring charge of 28 cents per
share in 2002. This range of guidance for 2003 is also unchanged
from what was communicated previously.

D&B expects to record in 2003 the following non-core gains and
charges which were announced in the company's January 13th,
2003, press release:

-- an insurance recovery of $7 million pre-tax ($4.3 million
   after-tax or 6 cents per share), recognized in the first
   quarter;

-- restructuring charges totaling approximately $16 million pre-
   tax ($11 million after tax, or 14 cents per share), of which
   $10.9 million pre-tax ($6.6 million after-tax or 9 cents per
   share) was recognized in the first quarter, and the balance
   is expected to be recognized primarily in the second quarter;
   and

-- a loss on monetization of real estate of approximately $13
   million pre-tax ($13 million after-tax or 17 cents per
   share), expected in the third quarter.

"As a result of the financial flexibility program we initiated
over 2 years ago, we now have a significantly lower operating
cost base," said Loren. "We manage our business by continually
seeking opportunities to reallocate our spending to activities
that drive revenue growth while, at the same time, improving our
profitability. Our business is not capital-intensive, and it
generates strong operating cash flows. As a result," Loren
concluded, "we believe we can continue to deliver solid earnings
and operating cash flow growth in 2003, despite the current
lackluster business environment."

The Company expects operating cash flow for 2003 to be between
$232 million and $272 million, before any payments to the IRS in
settlement of tax and legal matters described in D&B's 2002
Annual Report on Form 10-K. Because D&B is unable to predict the
amount or timing of any such future payments, the Company is
unable to provide an outlook for 2003 operating cash flow on a
GAAP basis. Operating cash flow was $213.1 million in 2002.

Revenue

D&B believes full-year core revenue growth will be in the range
of 1 to 4 percent before the effects of foreign exchange. D&B
previously expected core revenue growth in the range of 4 to 5
percent before these effects. Because D&B is unable to predict
the future movements of foreign exchange rates or potential
business model changes, the Company is unable to provide an
outlook for 2003 revenue on a GAAP basis.

"We believe that, with superb leadership by our team members and
the investments we are making to drive growth in our business,
we will achieve our aspiration to become a growth company," said
Loren. "However, we expect it will take some time before
customer investment behavior changes in a meaningful way. As a
result, we are lowering our revenue growth outlook for 2003 to
reflect a continuation of current business conditions," Loren
said.

Management will provide further information about its growth
plans for 2003 and beyond at an investor meeting scheduled for
May 16, 2003. Details about the meeting will be provided in the
coming weeks.

Other Metrics

Further with respect to guidance for full year 2003, the Company
expects that:

-- It will deliver 70+ percent of its revenue over the Web by
   the end of the year, compared with 65 percent at the end of
   2002;

-- Capital expenditures and capitalized software costs will be
   between $40 and $50 million, compared with $53.5 million in
   2002; and

-- Depreciation and amortization expense will be between $75 and
   $80 million, compared with $84.2 million in 2002.

This guidance is also unchanged from previous expectations.

Use of Non-GAAP Financial Measures

D&B reports non-GAAP financial measures in this press release
and the schedules attached. Specifically, D&B reports core
revenue, revenue growth before the effects of foreign exchange,
and operating income, net income and diluted earnings per share
before non-core gains and charges. Please see D&B's Form 10-K
for the fiscal year ended December 31, 2002 under the section
entitled "Item 1. Business - How We Evaluate Our Performance"
for a discussion of how the Company defines these measures, why
it uses them and why it believes they provide useful information
to investors.

D&B (NYSE: DNB) provides the information, tools and expertise to
help customers Decide with Confidence. D&B enables customers
quick access to objective, global information whenever and
wherever they need it. Customers use D&B Risk Management
Solutions to manage credit exposure, D&B Sales & Marketing
Solutions to find profitable customers and D&B Supply Management
Solutions to manage suppliers efficiently. D&B's E-Business
Solutions are also used to provide Web-based access to trusted
business information for traditional customers as well as new
small business and other non-traditional customers. Over 90
percent of the Business Week Global 1000 rely on D&B as a
trusted partner to make confident business decisions. For more
information, please visit http://www.dnb.com


EAGLE FOOD: Urges Court to Approve Skadden Arps' Engagement Pact
----------------------------------------------------------------
Eagle Food Centers, Inc., and its debtor-affiliates want to
retain and employ Skadden, Arps, Slate, Meagher & Flom as their
attorneys.  The Debtors tell the U.S. Bankruptcy Court for the
Northern District of Illinois that Skadden Arps has performed
legal work for them since 1999 in connection with certain
corporate, restructuring and tax matters, including their prior
chapter 11 case filed in February 2000 in the District of
Delaware.

Skadden Arps is expected to:

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

     b) attend meetings and negotiate with representatives of
        creditors and other parties-in-interest and advise and
        consult on the conduct of the cases, including all of
        the legal and administrative requirements of operating
        in chapter 11;

     c) take all necessary action to protect and preserve the
        Debtors' estates, including the prosecution of actions
        on their behalf, the defense of any actions commenced
        against the estates, negotiations concerning all
        litigation in which the Debtors may be involved and
        objections to claims filed against the estates;

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

     e) negotiate and prepare on the Debtors' behalf plan(s) of
        reorganization, disclosure statements) and all related
        agreements and/or documents and take any necessary
        action on behalf of the Debtors to obtain confirmation
        of such plan(s);

     f) advise the Debtors in connection with any sale of
        assets;

     g) appear before this Court, any appellate courts, and the
        United States Trustee, and protect the interests of the
        Debtors' estates before such courts and the United
        States Trustee; and

     h) perform all other necessary legal services and provide
        all other necessary legal advice to the Debtors in
        connection with the chapter 11 cases.

Skadden Arps will bill the Debtors at current hourly rates,
which are:

     Partners                     $495 to $735 per hour
     Counsel and                  $485 per hour
       Special Counsel
     Associates                   $240 to $475 per hour
     Legal Assistants and         $ 80 to $195 per hour
       Support Staff

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


ENCOMPASS SERVICES: Overview of Second Amended Chapter 11 Plan
--------------------------------------------------------------
Pursuant to their Second Amended Plan of Reorganization,
Encompass Services Corporation and its debtor-affiliates will be
separated into two groups:

     (i) the Non-Residential Debtors; and
    (ii) the Residential Debtors.

Alfredo R. Perez, Esq., at Weil, Gotshal & Manges LLP, in
Houston, Texas, points out that the assets of the Non-
Residential Debtors will be largely sold before the Confirmation
Date.  The assets of the Residential Debtors, on the other hand,
will be transferred to Newco Holding, on and after the Effective
Date. Thus, the Purchased Assets will be owned, directly or
indirectly, by Newco Holding.

A free copy of Encompass' Second Amended Plan of Reorganization
is available at:

      http://bankrupt.com/misc/Encompass2d.pdf

Both the Reorganized Residential Debtors and Reorganized Non-
Residential Debtors will continue to exist after the Effective
Date for the limited purpose of winding up their affairs and
assisting the Disbursing Agent in carrying out the duties and
responsibilities set forth in the Plan.

                   Acquisition of Purchased Assets

Under the Amended Plan and the Purchase Agreement, the Debtors
will sell, transfer and convey all right, title and interest in
and to each of the Purchased Assets to Newco Holding, and, in
exchange, Newco will pay the Purchase Price in accordance with
the terms of the Purchase Agreement.  The transfer of the
Purchased Assets to Newco Holding does not include the transfer
of the Debtors' fraudulent conveyance or other avoidance
actions.

Newco Holding will be an entity formed by Wellspring and the
Management Group for the purpose of effecting the acquisition of
the Purchased Assets pursuant to the Purchase Agreement.

The Purchase Price will comprise a portion of the Asset Sale
Proceeds and will be distributed in accordance with the terms of
the Plan. Confirmation of the Plan by the Bankruptcy Court will
constitute approval of the proposed sale of the Purchased Assets
pursuant to the Purchase Agreement and, on and after the
Effective Date, the Purchased Assets, other than as specifically
set forth in the Purchase Agreement, will be vested in Newco
Holding.

Newco Holding will not:

    (a) be deemed to (i) be the successor of any Debtor, (ii)
        have, de facto or otherwise, merged with or into any
        Debtor or (iii) be a mere or substantial continuation of
        any Debtor or the enterprise of any Debtor; and

    (b) assume or have any liability or obligation for any Claim
        against any Debtor except for those liabilities
        specifically assumed pursuant to the terms of the
        Purchase Agreement.

The Plan assumes after-tax net proceeds from the Newco Holding's
purchase of the Residential Debtors' assets, the divestiture of
the Non-Residential Debtors and tax refunds available to the
Debtors of $352,600,000.

                  Cancellation of Securities

On the Effective Date, all existing Equity Interests and
Subsidiary Interests, including, without limitation, all
Extinguished Securities, to the extent not already cancelled,
will be deemed cancelled and of no further force or effect
without any further action on the part of the Bankruptcy Court
or any other Person.  The Debtors' obligations under the
Extinguished Securities and under the Debtors' certificate of
incorporation, any agreements, indentures, or certificates of
designations governing the Extinguished Securities will be
terminated and discharged.

However, this is provided that each indenture or other agreement
that governs the rights of the Claim holder based on the
Extinguished Securities and that is administered by an indenture
trustee, agent, or servicer will continue in effect solely for
the purposes of permitting the indenture trustee, agent, or
servicer to maintain any rights it may have for fees, costs, and
expenses under the indenture or other agreement.

Additionally, the cancellation of any indenture will not impair
the rights and duties under the indenture as between the
indenture trustee and the beneficiaries of the trust created.

Thus, no new securities will be issued under the Amended Plan.

                   Directors & Executive Officers

The term of each member of Encompass' current board of directors
and each other director of the Debtors will automatically expire
on the Effective Date.  The initial board of directors of the
Reorganized Encompass and each of the other Reorganized Debtors
on and after the Effective Date will consist of one member, who
will be designated by the Disbursing Agent.  The Reorganized
Encompass Board will have the responsibility for the management,
control, and operation of the Reorganized Encompass on and after
the Effective Date.  The officers of the Reorganized Residential
Debtors will be designated by Newco Holding and identified in
subsequent supplements to the Plan.

Mr. Perez relates that Todd A. Mathernen, Encompass' current
Vice President and Treasurer will be appointed as the Disbursing
Agent under the Plan on the Effective Date.  In assessing the
merits of Claims, Mr. Mathernen will be guided by the business
judgment rule and will consider the best interests of the
Reorganized Debtors and creditors of the Estates.

As is consistent with the previous representations regarding the
Avoidance Action Analysis, Mr. Mathernen does not intend to
pursue avoidance actions.  Mr. Mathernen and those employees
retained by the Reorganized Debtors to complete the wind up
process will be compensated in accordance with a wind up budget.

The Wind Up Budget contains salary, payroll and benefit
information for the wind up employees.  Mr. Mathernen will
continue to exist until entry of a Final Order by the Bankruptcy
Court closing the Chapter 11 Cases pursuant to Section 350(a) of
the Bankruptcy Code.  With the consent of the holders of
Existing Credit Agreement Claims, Mr. Mathernen may appoint any
successor or successors to serve as Disbursing Agent.

                    Feasibility of the Plan

The Debtors have negotiated the Purchase Agreement with Newco
Holding and the Purchase Agreement requires, and the Debtors
expect, Newco to pay cash in immediately available funds as
consideration for the purchase of the Residential Debtors'
assets.

For this reason, the Debtors are satisfied that they will be
able to consummate the Plan and the liquidation analyses show
that the Reorganized Debtors would have sufficient cash flow to
make the payments required under the Plan on the Effective Date.
Accordingly, Confirmation of the Plan is not likely to be
followed by the need for further reorganization and, indeed,
once the Disbursing Agent and the Reorganized Debtors fulfill
their limited post-Confirmation roles, the Plan contemplates
that the Reorganized Debtors will dissolve.

The Debtors assert that the Joint Plan meets the "feasibility
requirements" under Section 1129(a)(11) of the Bankruptcy Code.

                  Restructuring Transactions

The Residential Debtors, the Non-Residential Debtors, the
Reorganized Residential Debtors and the Reorganized
Non-Residential Debtors may enter into any transactions or take
any actions appropriate or necessary to effect a corporate
restructuring of their businesses, including, one or more
mergers, consolidations, dispositions, liquidations or
dissolutions, as may be determined to be necessary or
appropriate.

In each case in which the surviving, resulting, or acquiring
corporation in any transaction is a successor to a Reorganized
Debtor, the surviving, resulting, or acquiring corporation will
perform the obligations of the applicable Reorganized Debtor
pursuant to the Plan and, if applicable, the Purchase Agreement
to pay or otherwise satisfy the Allowed Claims against the
Reorganized Debtor specifically identified in the Plan and
Purchase Agreement, except as provided in any contract,
instrument or other agreement or document effecting a
disposition to the surviving, resulting, or acquiring
corporation, which may provide that another Reorganized Debtor
will perform the obligations. (Encompass Bankruptcy News, Issue
No. 11; Bankruptcy Creditors' Service, Inc., 609/392-0900)


ENRON CORP: EPMI Sues Select Energy for $2.5 Million in Damages
---------------------------------------------------------------
Enron Power Marketing, Inc. accuses Select Energy, Inc. of
violating the Bankruptcy Code and refusing to honor its
contractual obligations under a Master Power Purchase and Sale
Agreement.

According to Jonathan D. Polkes, Esq., at Cadwalader, Wickersham
& Taft, in New York, EPMI also objects to the proof of claim
Select filed pursuant to Rule 3007 of the Federal Rules of
Bankruptcy Procedure.

The parties entered into the MPPSA on June 10, 2001.  They
entered into transactions, under which EPMI agreed to sell, and
Select agreed to buy, wholesale electricity at a specified price
and for a fixed period of time.

Mr. Polkes relates that the MPPSA provides a list of Events of
Default, which includes, inter alia:

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

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

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

  (4) the bankruptcy of a Party; and

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

If an Event of Default occurs at any time during the term of the
Agreement, the Non-Defaulting Party may, for so long as the
Event of Default is continuing, designate an Early Termination
Date on which all Transactions will terminate.

In accordance with the MPPSA and the Transactions, during the
months of March, April, and part of May 2002, EPMI delivered
power to Select at the agreed upon price and location.  In
effect, Select owed EPMI $3,218,602.  However, ignoring its
obligation under the MPPSA, Select refused to pay EPMI.

Mr. Polkes affirms that EPMI sent several letters to Select
concerning its failure to pay and demanding payment for the
power delivered to Select.  However, the demands were ignored by
Select.

Instead of paying EPMI for the power delivered during these
months, Select terminated the MPPSA and sent EPMI $679,366, an
amount reflecting a set-off against amounts EPMI allegedly owed
Select as a result of the termination.  Mr. Polkes asserts that
under the MPPSA, when an Early Termination Date has been
noticed, it is the Non-Defaulting Party who calculates a
Termination Payment.

Mr. Polkes argues that Select's set-off was improper because it
violates Section 553 of the Bankruptcy Code.  Section 553
permits set-off only of prepetition transactions against
prepetition transactions.  Mr. Polkes explains that the amount
owed by EPMI to Select on account of the termination of the
MPPSA is a prepetition debt, but the amount owed by Select for
postpetition deliveries of power by EPMI is a postpetition debt.
By attempting to set off the prepetition amount against the
postpetition amount, Select has attempted to unlawfully
circumvent the bankruptcy process for collection of debt from
EPMI and to move ahead of other creditors.

Thus, EPMI asks the Court to:

  (1) declare that Select had no right to set off the
      Termination Payment against the amount it owed EPMI
      for power EPMI delivered to Select postpetition
      pursuant to Section 553(a) of the Bankruptcy Code;

  (2) declare that the arbitration provision within the MPPSA
      should not be enforced since the dispute implicates
      numerous substantive core Bankruptcy Code issues;

  (3) order Select to turnover property belonging exclusively to
      EMPI estate pursuant to Section 542 of the Bankruptcy
      Code;

  (4) award damages, in an amount to be determined at trial,
      resulting from Select's violation of the automatic stay
      provided for by Section 362 of the Bankruptcy Code when
      it exercised control over property of the estate by
      wrongfully suspending performance under the MPPSA;

  (5) award damages, in an amount to be determined at trial,
      resulting from Select's failure to pay EPMI for power
      delivered during the months of March, April and part of
      May 2002.

  (6) award damages, in an amount to be determined at trial,
      resulting from Select's unjust enrichment when it
      withholding at least $2,539,235, plus interest at the
      contract rate, which belongs exclusively to the estate;

  (7) award EPMI interest; and

  (8) award EPMI its attorneys' fees and other expenses incurred
      in the action. (Enron Bankruptcy News, Issue No. 62;
      Bankruptcy Creditors' Service, Inc., 609/392-0900)


ENRON: EFS & Enron Mgt. Creditors' Proofs of Claim Due April 30
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
sets April 30, 2003, as the Claims Bar Date with respect to EFS
Construction Services, Inc., and Enron Management, Inc.
Creditors are directed to file their proofs of claims against
the two Enron Debtors before 5:00 p.m. New York Time on April 30
or be forever barred from asserting their claims.

If sent by mail, Proofs of claim must be submitted to:

        United States Bankruptcy Court -- S.D.N.Y.
        Enron Claims Docketing Center
        PO Box 5104
        Bowling Green Station
        New York, NY 10274-5104

If by overnight courier, to:

        United States Bankruptcy Court -- S.D.N.Y.
        Enron Claims Docketing Center
        Mega Case Unit
        One Bowling Green
        New York, NY 1004-1408

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

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

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

        3. Administrative expense claims under Sec. 507(a) of
           the Bankruptcy Code;

        4. Claims already paid by the Debtors;

        5. Claims based exclusively upon the ownership of shares
           or interests of any of the two Debtors;

        6. Claims previously allowed by Order of the Court;

        7. Claims held against any of the Debtor's non-debtor-
           affiliates;

        8. Claims of one Debtor against another Debtor; or

        9. Claims limited exclusively to the repayment by the
           applicable Debtor of principal and interests under
           notes or other debt instruments issued by the Debtor
           pursuant to an indenture.

EFS Construction Services, Inc., and Enron Management, Inc., are
debtor-affiliates of Enron Corp. Enron is the #1 buyer and
seller of natural gas and the top wholesale power marketer in
the US. The company also markets and trades other commodities,
including metals, paper, coal, chemicals, and fiber-optic
bandwidth. Enron Corp filed for Chapter 11 relief on December 2,
2001 (Bankr. S.D.N.Y. Case No. 01-16033). Brian S. Rosen, Esq.,
and Melanie Gray, Esq., at Weil, Gotshal & Manges LLP represent
the Debtors in their restructuring efforts.


EXIDE TECH.: 3 Lead Brands Relisted With London Metal Exchange
--------------------------------------------------------------
Exide Technologies (OTCBB: EXDTQ), a global leader in stored
electrical energy solutions, announced that its three lead
brands have been relisted by the London Metal Exchange,
effective April 7, 2003.

The lifting of the suspension is a result of the LME's review of
Exide's improving financial condition resulting from its
restructuring efforts in North America.

"We are pleased with the decision of the London Metal Exchange,"
stated Craig H. Muhlhauser, Exide's Chairman and Chief Executive
Officer. "Exide's reorganization process, including
implementation of its EXCELL lean supply chain initiatives, has
succeeded in improving productivity, quality and reducing
working capital at our six secondary lead smelting facilities."

The Company said that these initiatives allow Exide to meet its
internal lead requirements, provide a reliable, high quality
lead supply to external customers and provide the Company with a
strategic advantage for global spot market selling through the
LME in Europe and North America. A number of Exide's secondary
lead production facilities are strategically located within
close proximity to LME warehousing facilities. Exide is the
largest secondary lead producer and recycler of lead acid
batteries in North America.

Exide Technologies, with operations in 89 countries and fiscal
2002 net sales of approximately $2.4 billion, is one of the
world's largest producers and recyclers of lead-acid batteries.
The company's three global business groups -- motive power,
network power and transportation -- provide a comprehensive
range of stored electrical energy products and services for
industrial and transportation applications.

Industrial uses include network power applications such as
telecommunications systems, electric utilities, railroads,
photovoltaic (solar-power related) and uninterruptible power
supply (UPS); and motive-power applications for a broad range of
equipment uses, including lift trucks, mining vehicles and
commercial vehicles.

Transportation applications include automotive, heavy-duty
truck, agricultural and marine, as well as new technologies
being developed for hybrid vehicles and new 42-volt automotive
applications. The company supplies both aftermarket and
original-equipment transportation customers.

Further information about Exide, its financial results and other
information is available at http://www.exide.com

The London Metal Exchange is the world's premier non-ferrous
metals market, with highly liquid contracts. The LME trades
futures and options contracts in primary aluminum, aluminum
alloy, copper grade A, special high grade zinc, tin, primary
nickel and standard lead. It also trades traded average price
contracts for primary aluminum and copper grade A, aluminum
alloy, standard lead, primary nickel, tin and special high grade
zinc. As a result, it is highly successful, with a turnover
value of some US$2,000 billion per annum. It is a major
contributor to the UK's invisible earnings, responsible for more
than GBP 250 million in overseas earnings each year. The London
Metal Exchange Limited, which owns and operates the Exchange, is
a wholly owned subsidiary of LME Holdings Limited.


FLAGSTONE CAPITAL: Fitch Further Junks Cl. B-1 Note Rating to C
---------------------------------------------------------------
Fitch Ratings downgraded the B-1 class and affirmed the A-1
class issued by Flagstone Capital Fund I Limited as follows:

      -- $7,400,000 class B-1 notes downgraded to 'C' from
         'CCC+';

      -- $256,439,810 class A-1 notes affirmed at 'AAA'.

Flagstone Capital Fund I Limited is a collateralized bond
obligation managed by Pareto Partners. The CBO was established
in October 1999 to issue debt and equity securities and to use
the proceeds to purchase high yield bond collateral.

The ratings on the class A-1 notes have been affirmed based upon
the insurance policy guaranteeing the notes' interest and
principal payments.

According to the trustee report as of April 5, 2003, Flagstone
Capital Fund I Limited's collateral includes a par amount of
$64.3 million (24%) of defaulted assets. The class A
overcollateralization test is failing at 81.2% with a trigger of
104% and the class A/B OC test is failing at 78.38% with a
trigger of 120%.

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


FEDERAL-MOGUL: Files Disclosure Statement for Chapter 11 Plan
-------------------------------------------------------------
Federal-Mogul Corporation (OTC Bulletin Board: FDMLQ) has filed
a proposed Disclosure Statement with the U.S. Bankruptcy Court
in Wilmington, Delaware in its Chapter 11 reorganization case.
The Court must approve the proposed Disclosure Statement, which
provides additional details to the Plan of Reorganization,
before Federal-Mogul can solicit votes on the Plan. The Plan of
Reorganization was filed with the Court on March 6, 2003.

An official hearing date on the proposed Disclosure Statement
has not yet been announced by the Court.

The Plan will only become effective after a vote of various
classes of creditors with the approval of the Court. Key
elements of the Plan provide for:

-- Creation of a 524(g) trust for the benefit of present and
   future asbestos personal injury claimants, which will assume
   all of the company's obligations to those claimants;

-- The creation of new common shares for the reorganized company
   that will be distributed to the trust (50.1%) and to the
   noteholders (49.9%);

-- The access by the trust to insurance coverage of the company;

-- One or more distributions to U.S. and U.K. trade creditors of
   which the percentage ratio has not been determined;

-- The restructuring of approximately $1.6 billion in claims of
   the Pre-Petition Senior Secured Lenders into a combination of
   6.5-year maturity Senior Secured Term Loans and 11-year
   maturity Junior Secured PIK Notes.

Federal-Mogul will also be filing a United Kingdom Scheme of
Arrangements to keep the U.K. Administration process in parallel
with the U.S. Bankruptcy process.

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


FLEMING COS.: Continuing Use of Existing Business Forms & Checks
----------------------------------------------------------------
As part of their transition to Chapter 11, Fleming Companies,
Inc., and its debtor-affiliates sought and obtained the Court's
permission to continue using all correspondence and business
forms, including, but not limited to, letterhead, purchase
orders, invoices, etc., as well as checks existing immediately
before the Petition Date, without reference to their status as
"debtors-in-possession."

The Debtors can use their checks and business forms without
placing the label "Debtor-In-Possession " on each check or form.

Scotta E. McFarland, Esq. at Pachulski, Stang, Ziehl, Young,
Jones & Weintraub, P.C., explains that changing the Debtors'
correspondence and business forms would be unnecessary and
burdensome to the estate.  It is also expensive and disruptive
to the Debtors' business operations.

"[The] parties doing business with the Debtors undoubtedly will
be aware, as a result of the size of these case, of the Debtors'
status as Chapter 11 debtors-in-possession," Ms. McFarland says.
(Fleming Bankruptcy News, Issue No. 2; Bankruptcy Creditors'
Service, Inc., 609/392-0900)

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


GENSCI REGENERATION: Resolves Various Disputes with Osteotech
-------------------------------------------------------------
GenSci Regeneration Sciences Inc. (Toronto: GNS), The
OrthoBiologics Technology Company(TM), announced that Osteotech
Inc., and GenSci have agreed to settle the various disputes
between them subject to certain significant conditions.

The conditions are that: (i) Osteotech receives a letter of
credit or other security satisfactory to Osteotech of certain
payments over time and (ii) GenSci receives a covenant from
Osteotech not to sue GenSci in connection with its newly
introduced products. With respect to the letter of credit or
other security, GenSci will seek to obtain the security sought
by Osteotech. However, there can be no assurance that GenSci
will be able to obtain an appropriate security acceptable to
Osteotech. There can also be no assurance that the two sides can
reach a settlement if GenSci is unable to obtain the security
required. With respect to the covenant not to sue, Osteotech is
in the process of evaluating GenSci's position that its new
products do not infringe Osteotech's patents. There is no
assurance that Osteotech will agree with GenSci's position.
There can also be no assurance that, if a difference of opinion
exists, the two sides can reach a settlement. In addition, there
can be no assurance of the time frame required for the two sides
to satisfy the conditions detailed above.

If the above two conditions are satisfactorily resolved, terms
of settlement include payment of $7.5 million by GenSci to
Osteotech. GenSci would recognize the validity of the Osteotech
patents at issue in the trial completed in December 2001. GenSci
would not be permitted to re-introduce products that are the
subject of the pending litigation, which have been withdrawn
from the market, and all other litigation between the two
parties would be dismissed. Payments to Osteotech include $1
million to be paid on the effective date of GenSci's plan of
reorganization followed by payments of $325,000 per quarter with
interest payable at the federal judgment rate, currently 1.3%
capped for purposes of future interest payments at 3% per annum.
GenSci is seeking a method to secure payment of $5 million of
the settlement amount and will provide a subordinated lien on
assets to guarantee the remaining $1.5 million in payments.

Finally, the settlement is contingent upon bankruptcy court
approval. Terms of the settlement will be incorporated into the
terms of a Chapter 11 Plan of Reorganization, which must be
confirmed by the bankruptcy court.

GenSci Regeneration Sciences Inc., has established itself as a
leader in the rapidly growing orthobiologics market, providing
surgeons with biologically based products for bone repair and
regeneration. Use of GenSci's technologies permits less invasive
procedures, reduces hospital stays, and improves patient
recovery. Through its subsidiary, the Company designs,
manufactures and markets biotechnology-based surgical products
for orthopedics, neurosurgery and oral maxillofacial surgery.
These products can either replace or augment traditional
autograft as used in surgical procedures. GenSci is focused on
increasing the safety, efficacy, and handling of orthobiologic
materials and improving the use of biotechnology combined with
materials science in developing products to promote the body's
natural ability to repair and regenerate musculoskeletal tissue.


GENTEK INC: Sunoco Inc. Sues Debtors for Breach of Agreement
------------------------------------------------------------
Sunoco Inc. operates the Marcus Hook Refinery, a facility that
processes crude oil into, among other things, gasoline, jet fuel
and heating oil that is shipped throughout the Northeastern
United States.  As part of its operation, the Marcus Hook
Refinery uses liquid sulfuric acid to process crude oil into
refined petroleum products.  A natural by-product of using
sulfuric acid in the refining processes is the creation of
sulfuric acid gases and "spent" or "used" liquid sulfuric acid.

For a long time now, Sunoco and GenTek Inc., and debtor-
affiliates are parties to an agreement under which the Debtors
regenerate sulfuric acid and process sulfur gas from the South
Plant of the Delaware Valley Works facility for the Refinery.
The Processing Agreement:

    (a) allows the Debtors to recycle spent sulfuric acid and
        obtain feedstock for use when rendering their
        environmental services;

    (b) facilitates the safe elimination by the Debtors of acid
        gases generated by the Marcus Hook Refinery without
        damage to the environment; and

    (c) provides Sunoco with fresh sulfuric acid for use in its
        refining operations.

Sunoco pays for the processing and buys the sulfuric acid the
Debtors produce.

Sunoco believes that this relationship is essential to its
refinery operations since the sulfur gases produced by the
operation are an inevitable and highly toxic by-product and
thus, need to be decomposed.  Sunoco tells the Court that there
is no other readily available method of decomposing acid gases
other than by the processing provided by the Debtors.

On April 25, 1997, the parties renegotiated the terms of the
Agreement under which the Debtors would continue providing
environmental services for the Marcus Hook Refinery and Sunoco
would likewise continue to purchase fresh sulfuric acid.  On
January 1, 2001, the parties amended the 1997 Agreement to
provide, among other things, that the Agreement would run
through an initial period of January 1, 2001 through December
31, 2003. Following the initial term, the Agreement was to
continue from year-to-year until terminated by either party.
The termination of the Agreement requires the terminating party
to provide the other with at least 24 months' prior written
notice of cancellation, with neither party permitted to give
notice until December 31, 2003.

Sunoco maintains that at no time during the negotiations of the
Amendment or its signing in January 2001 did the Debtors
indicate that their willingness or ability to continue
performing under the 1997 Agreement, or otherwise provide waste
processing services for the Marcus Hook Refinery, was in
jeopardy.  Sunoco recalls that less than 10 months after the
Amendment was executed, the Debtors began to experience a series
of sustained disruptions in their ability to perform under the
Agreement. Left with no ability to treat the acid gases, Sunoco
was forced to increase the frequency with which it flared the
acid gases.

Consequently, the Delaware Department of Natural Resources and
Environmental Control filed a suit against Sunoco claiming that
the flaring incidents violated the air quality laws of the State
of Delaware.  The DNREC and Sunoco resolved the issue through a
stipulation that requires Sunoco to invest on its own sulfur
recovery unit.  That decision will cost Sunoco between
$40,000,000 to $50,000,000 and was timed to be completed in the
first or second quarter of 2005.

Having realized that Sunoco's need to flare the acid gases was a
direct result of the Debtors' failure to perform under the
Agreement, the DNREC then filed a separate action to hold the
Debtors responsible for any violations of the air quality laws.
The Debtors and DNREC also resolved the dispute through a
stipulation that requires the Debtors to perform on their
agreement with Sunoco.

When they filed for Chapter 11 petition, the Debtors made it a
point to assure Sunoco that there would be no changes in
operations, "as the company has enough cash and liquidity so no
financing is being pursued."  But in early January 2003, the
Debtors indicated that they might renounce their commitments to
Sunoco and under their Consent Decree with the DNREC.  In March
2003, the Debtors informed the Court of their plans to wind down
the operations at the South Plant and cease operation by
September 30, 2003.

Having embarked upon a solution that has a good chance of being
online by that date, Sunoco asked the Debtors to provide a
"safety net" by agreeing to operate up to an additional three to
four months, if necessary.  But the Debtors did not answer
Sunoco's letter.  Sunoco had proposed rate changes under the
Agreement that would lessen the Debtors' losses and permit them
to continue operating until Sunoco's alternative sulfur recovery
unit is operational.

Sunoco asserts that the Debtors' move is a breach of their
Agreement, which will leave various constituencies in untenable
positions:

    (a) Sunoco will be faced with either having to constantly
        flare waste gases and pay severe fines for these actions
        or be faced with severe or total limitation of
        operations at the Refinery;

    (b) Sunoco's customers will be faced with potentially severe
        shortages in product should operations at the Refinery
        be stopped or curtailed;

    (c) Up to 700 Sunoco employees will be faced with extended
        furloughs should Sunoco's operations cease; and

    (d) The citizens of Pennsylvania and Delaware will be faced
        with constant flaring mandated by the lack of any other
        disposal method for the waste gases produced by
        operations at the Refinery, a situation which will cause
        severe concern for the health and safety of the
        population, even though Sunoco believes that flaring is
        safe and environmentally responsible.

Sunoco also notes that the monetary damages it will suffer be
incalculable -- measuring in the tens of millions of dollars by
the time lost profits, fines, breached contractual obligations
and the like are compiled.  In contrast, the cost to the Debtors
to continue providing the services to which it committed for
four additional months is de minimis.

Accordingly, Sunoco asks the Court to declare with respect to
the Debtors' breach of the Agreement that:

    (a) There will be irreparable injury to Sunoco, the citizens
        of Delaware and the employees and Sunoco's customers,
        for which there is no adequate remedy at law;

    (b) Whatever benefits the Debtors might realize from closing
        down the South Plant will be more than offset by the
        injury the Debtors will cause to Sunoco, its employees
        and customers and the citizens of Delaware as a result
        of its intentional breach of the Agreement; and

    (c) The public interest is best served by requiring the
        Debtors to continue operating the South Plant for some
        period of time, to be determined at trial, allowing
        Sunoco to provide an alternative process for disposing
        of the waste gases generated as a result of the
        operations at the Marcus Hook Refinery.

At the same time, Sunoco asks the Court to require the Debtors
to perform their duties under the Agreement for a reasonable
period of time to be determined at the trial. (GenTek Bankruptcy
News, Issue No. 12; Bankruptcy Creditors' Service, Inc.,
609/392-0900)


GENUITY: Court Okays Alvarez & Marsal's Retention as Consultants
----------------------------------------------------------------
Genuity Inc., and its debtor-affiliates obtained permission from
the Court to employ Alvarez & Marsal, Inc., on a limited basis,
as necessary, as a consultant in connection with certain post-
closing matters.

As previously reported, the Debtors sought and obtained the
Court's authority to employ A&M, as restructuring consultants,
for:

    a) assistance in the preparation of financial information
       for distribution to creditors and others;

    b) assistance in restructuring issues; and

    c) other activities as approved by the Debtors and agreed to
       by A&M.

However, the principal aspect of A&M's engagement was concluded
on February 5, 2003.

The Post-Closing Services will primarily involve consultation
with respect to cure amounts, rejection claims, and other issues
pertaining to the services that A&M has already provided to the
Debtors. (Genuity Bankruptcy News, Issue No. 11; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


GLOBE METALLURGICAL: Taps Piper Rudnick as Bankruptcy Counsel
-------------------------------------------------------------
Globe Metallurgical Inc., asks the U.S. Bankruptcy Court for the
Southern District of New York for authority to employ and retain
Piper Rudnick LLP as its counsel.

When it became apparent that a bankruptcy filing was likely, the
Debtor relates that it turned to Piper for advice regarding,
among other things, preparation for the commencement and
prosecution of a case under chapter 11 of the Bankruptcy Code.
The Debtor has employed and retained Piper Rudnick as its
attorneys in connection with the filing, and, subject to entry
of an order approving the retention of Piper, the prosecution of
this chapter 11 case.  Consequently, the Debtor is seeking
retention of Piper Rudnick nunc pro tunc to the Petition Date.

The Debtor points out that if it was required to retain another
law firm in connection with this chapter 11 case, the Debtor and
its estate would be prejudiced by the time and expense necessary
for such attorneys to become familiar with the Debtor's business
operations.

As Counsel, Piper Rudnick will:

     a) advise the Debtor with respect to its powers and duties
        as debtor and debtor in possession in the continued
        management and operation of its business and property;

     b) attend meetings and negotiate with representatives of
        creditors and other parties in interest, and advise and
        consult on the conduct of cases, including all of the
        legal and administrative requirements of operating in
        Chapter 11;

     c) advise the Debtor in connection with any contemplated
        sales of assets or business combinations, including
        negotiating any asset, stock purchase, merger or joint
        venture agreements, formulating and implementing any
        bidding procedures, evaluating competing offers,
        drafting appropriate corporate documents with respect to
        the proposed sales, and counseling the Debtor in
        connection with the closing of any such sales;

     d) advise the Debtor in connection with postpetition
        financing and cash collateral arrangements, negotiate
        and draft documents relating thereto, provide advice and
        counsel with respect to the Debtor's prepetition
        financing arrangements, provide advice to the Debtor in
        connection with issues relating to financing and capital
        structure under any plan or reorganization, and
        negotiate and draft documents relating thereto;

     e) advise the Debtor on matters relating to the evaluation
        of the assumption or rejection of unexpired leases and
        executory contracts;

     f) advise the Debtor with respect to legal issues arising
        in or relating to the Debtor's ordinary course of
        business, including attendance at senior management
        meetings, meetings with the Debtor's financial and
        turnaround advisors, and meetings of the board of
        directors, advise the Debtor on employee, workers'
        compensation, employee benefits, labor, tax,
        environmental, banking, insurance, securities,
        corporate, business operation, contract, joint ventures,
        real property, press/public affairs and regulatory
        matters, and advise the Debtor with respect to
        continuing disclosure and reporting obligations, if any,
        under securities laws;

     g) take all necessary action to protect and preserve the
        Debtor's estate, including the prosecution of actions on
        its behalf, the defense of any actions commenced against
        this estate, any negotiation concerning litigation in
        which the Debtor may be involved, and the prosecution of
        objections to claims filed against the estate;

     h) prepare on behalf of the Debtor all motions,
        applications, answers, orders, reports and papers
        necessary to the administration of the estate;

     i) negotiate and prepare on the Debtor's behalf any
        plans(s) of reorganization, disclosure statement(s) and
        related agreements and/or documents, and take any
        necessary action on behalf of the Debtor to obtain
        confirmation of such plan(s);

     j) attend meetings with third parties and participate in
        negotiations with respect to the above matters;

     k) appear before this Court and any appellate courts, and
        protect the interests of the Debtor's estate before such
        courts; and

     l) perform all other necessary legal services and provide
        all other necessary legal advice to the Debtor in
        connection with these Chapter 11 cases.

The Piper Rudnick professionals that are likely to represent the
Debtor in this case have current standard hourly rates ranging
from:

          Attorneys          $190 to $460 per hour
          Paralegals         $ 65 to $225 per hour

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


GRAPHIC PACKAGING: Will Publish First Quarter Results by Apr. 29
----------------------------------------------------------------
Graphic Packaging International Corporation (NYSE: GPK) is
scheduled to release its first quarter 2003 results before the
market opens on Tuesday, April 29, 2003.  A conference call will
be held the same day.

    What:     2003 First Quarter Conference Call

    When:     Tuesday, April 29, 2003 @ 2:00 p.m. EDT

    Where:

   http://www.firstcallevents.com/service/ajwz377415917gf12.html

    How:      Live over the Internet -- Simply log on to the web
              at the address above or dial 877-812-1325 in the
              US and Canada. For International calls, dial 706-
              634-2401.

    Contact:  Investor Relations, 877-608-2635,
              ir@graphicpkg.com

If you are unable to participate during the live webcast, the
call will be archived on the Web site
http://www.graphicpackaging.com  To access the webcast
replay, go to the Investor Relations section.

Graphic Packaging is the leading North American manufacturer of
folding cartons, making cartons for the food, beverage and other
consumer products markets.  The Company has a large recycled
paperboard mill and 19 modern converting plants and
approximately 4,200 employees in North America.  Its customers
make some of the most recognizable brand-name products in their
markets.

As reported in Troubled Company Reporter's March 28, 2003
edition, Standard & Poor's Ratings Services placed its 'BB'
corporate credit rating on folding carton producer Graphic
Packaging Corp. on CreditWatch with negative implications.
Standard & Poor's at the same time placed its 'B' corporate
credit rating on paperboard manufacturer Riverwood International
Corp. on CreditWatch with positive implications.

The rating actions followed announcement by the companies that
they had signed a definitive, stock-for-stock merger agreement.
Standard & Poor's said that the negative implications on the
Graphic Packaging CreditWatch reflect expectations that the
transaction will create a company that is more highly leveraged
than is Graphic Packaging currently. Conversely, the positive
CreditWatch implications on Riverwood indicate that the
transaction could create a company with the ability to generate
greater levels of free cash flow than Riverwood, which would
allow for more rapid debt reduction.

Graphic Packaging had debt outstanding at Dec. 31, 2002, of
about $480 million. Riverwood's debt at Sept. 30, 2002, was
about $1.6 billion. Total debt for the combined company is
initially expected to be about $2.2 billion.


HAAS WOODWORKS: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Haas Woodworks, Inc.
        491 Citation Drive
        Shakopee, Minnesota 55379

Bankruptcy Case No.: 03-32611

Type of Business: Woodworking

Chapter 11 Petition Date: April 11, 2003

Court: District of Minnesota

Judge: Dennis D. O'Brien

Debtors' Counsel: Robert J. Wendling, Esq.
                  Wendling & Associates, P.A.
                  201 West Burnsville Parkway
                  Suite 106
                  Burnsville, Minnesota 55337
                  Tel: 952-894-2546
                  Fax: 952-890-1579

Total Assets: $1,444,353

Total Debts: $1,208,036

Debtor's 20 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
SBA Twin Cities CDC                                   $350,994
4105 Lexington Avenue N
Suite 170
Arden Hills, MN 55126
Bob Alexander
1-651-481-8081

Prior Lake State Bank                                  $78,873

MBNA America                Materials, supplies        $31,859

Scott County Treasurer      Property taxes             $29,379

Minnesota Department        Past due use taxes         $27,754
of Revenue

Mathwig Whipps Assoc        Accounting services        $16,167

Metro Hardwooda             Supplies, materials        $15,855

St Croix Valley                                        $15,870

Chase Gold Visa             Materials, supplies,       $13,092
                            trade show travel

Work Connection                                        $12,290

Work Connection                                        $12,290

US Bankcard Services        Materials, supplies        $10,646

Chase Platinum Mastercard   Materials, supplies        $10,339

Coc Way Express             Transportation services     $9,318

J G Brau Co                 Accounts payable            $5,602

Northwest Packaging         Supplies                    $9,928

Rob's CustomCabinetry       Services and product        $8,253

American Express            Materials, supplies,        $8,297
                            trade show travel

Brenny Specilaized          Supplies, materials         $8,050

Stone Systems               Materials                   $5,010

Best Buy                    Materials, supplies         $4,810


HEXCEL CORP: March 31 Net Capital Deficit Narrows to $102 Mill.
---------------------------------------------------------------
Hexcel Corporation (NYSE:HXL) (PCX:HXL) reported net sales for
the first quarter, 2003 of $228.6 million as compared to $222.1
million for the 2002 first quarter.

Operating income for the first quarter of 2003 was $17.2 million
compared to $13.3 million for the same quarter last year. Net
loss for the quarter was $3.2 million compared to $9.2 million
for the first quarter of 2002. After reflecting deemed preferred
dividends and accretion, the net loss available to common
shareholders was $3.7 million.

First quarter 2003 results included $0.7 million in business
consolidation and restructuring expenses. In addition, a $4.0
million loss on early retirement of debt, related to the write-
off of unamortized deferred financing costs, was incurred as a
result of the refinancing of the Company's capital structure.
Excluding business consolidation and restructuring expenses and
loss on early retirement of debt, the Company's pretax income
for the first quarter of 2003 was $4.2 million, compared to a
pretax loss of $3.6 million in the comparable 2002 quarter.

Hexcel Corporation's March 31, 2003 balance sheet shows a total
shareholders' equity deficit of about $102 million.

               Chief Executive Officer Comments

Commenting on Hexcel's first quarter results, David E. Berges,
Chairman, President and Chief Executive Officer, said, "This was
a quarter of significant accomplishment for the Company. The
operating income and gross margin improvements realized in the
quarter were consistent with the performance of recent quarters,
fueled by the cost reduction actions launched in November 2001.
But, the completion of a major refinancing of our balance sheet
was the highlight of the period. As a result of the refinancing,
we have lowered our debt to the level we think appropriate for
our outlook. More importantly, the Company dealt with the major
debt maturities it had over the next two years and now does not
have a major scheduled debt re-payment obligation until 2008."

Berges concluded, "We are excited by the accomplishments
achieved in the last two years. Faced with an unprecedented
decline in our markets we quickly 'right-sized' -- and thanks to
this quarter's refinancing, we've also 'right-shaped' the
Company's balance sheet. We can now place more focus on
exploiting the potential of our products and their applications,
while continuing to target operational performance improvements
and debt reduction."

                        Revenue Trends

Consolidated revenues of $228.6 million for the first quarter of
2003 were 2.9% higher than 2002 first quarter revenues of $222.1
million, driven by improved sales to space and defense markets
and the impact of changes in foreign exchange rates. Since the
end of the first quarter of 2002, the Euro has strengthened
against the U.S. dollar by approximately 24%, increasing the
dollar value of our sales made in Euros. Had the same U.S.
dollar, British pound and Euro exchange rates applied in the
first quarter of 2003 as in the first quarter of 2002, revenues
for the first quarter of 2003 would have been $14.5 million
lower at $214.1 million, or down 3.6%.

-- Commercial Aerospace. Sales to aircraft producers and their
   subcontractors for the 2003 first quarter were $106.8
   million, 3.3% higher than the 2002 first quarter revenues of
   $103.4 million due to the impact of exchange rate changes.
   While the downturn in the commercial aerospace market appears
   to have leveled off, revenues were higher than the fourth
   quarter of 2002, reflecting some seasonality in customer
   ordering patterns.

-- Industrial Markets. Sales for the 2003 first quarter of $66.8
   million were almost the same as the revenues of $67.0 million
   reported in the first quarter of 2002. After a slow start to
   the quarter, reinforcement fabrics used in military body
   armor moved up sharply late in the quarter, but were lower
   than the record levels achieved in the first quarter of 2002.
   Sales to our other industrial segments were comparable to the
   same quarter last year.

-- Space & Defense. Revenues of $40.4 million for the first
   quarter of 2003 continued to display the benefits of
   increasing military aircraft production, with a 14.8% year-
   over-year increase. The Company benefits from its extensive
   qualifications to supply composite materials and composite
   structures to a broad range of military aircraft and
   helicopter programs. Although sales associated with military
   aircraft and helicopters are expected to continue to trend
   upwards, the Company's revenues may vary quarter to quarter
   based on customer ordering patterns.

-- Electronics. Sales for the 2003 first quarter were $14.6
   million, within the range of what the Company has seen since
   the downturn in the global electronics industry that began in
   early 2001.

   Gross Margin, Operating Income and Provision for Income Taxes

Gross margin for the first quarter of 2003 was $46.0 million, or
20.1% of sales, compared with $39.6 million, or 17.8% of sales,
for the same period last year, as the Company's cost reduction
programs continue to take effect and operations adjust to lower
levels of production.

Operating income for the 2003 first quarter was $17.2 million,
or 7.5% of sales, compared to $13.3 million, or 6.0% of sales,
for the 2002 first quarter. Included in selling, general and
administrative expenses for the 2003 first quarter were $0.3
million of expenses incurred in connection with the equity
investment. Depreciation for the quarter was $12.5 million
compared to $11.8 million in the first quarter of 2002. The
increase in deprecation primarily reflects changes in foreign
currency exchange rates. Business consolidation and
restructuring expenses were $0.7 million in the first quarters
of both 2002 and 2003.

The provision for income taxes was $2.3 million in the quarter
compared to $2.5 million in the first quarter of 2002. The
Company will continue to increase its tax provision rate through
the establishment of a non-cash valuation allowance attributable
to currently generated U.S. net operating losses until such time
as the U.S. operations have returned to consistent
profitability.

          Refinancing of the Company's Capital Structure

On March 19, 2003, the Company completed the refinancing of its
balance sheet with the issuance of mandatorily redeemable
convertible preferred stock for $125.0 million in cash, the
issuance of $125.0 million of 9-7/8% senior secured notes due
2008, and the establishment of a new $115.0 million senior
secured credit facility. The proceeds from the sale of the
convertible preferred stock have been used to provide for the
redemption of the Company's 7% convertible subordinated notes
due 2003 and to reduce senior debt outstanding under the
Company's then existing senior credit facility. The remaining
advances under the then existing facility, after the application
of the equity proceeds, were repaid with the proceeds from the
issuance of the 9-7/8% senior secured notes due 2008 and modest
drawings under the new senior secured credit facility. In
connection with the refinancing, the Company incurred a $4.0
million loss on early retirement of debt, due to the write-off
of unamortized deferred financing costs.

The Company estimates that following the refinancing, its
quarterly interest expense during 2003 will be in the range of
$12.5 million to $13.5 million, of which $0.8 million will
relate to the financing costs and discounts on the issuance of
debt. Further, the Company expects that its capital expenditures
in 2003 will be less than $25 million.

Deemed preferred dividends and accretion relating to the
convertible preferred securities was $0.5 million during the
quarter. The estimated average quarterly expense relating to
deemed preferred dividends and accretion in 2003 will be
approximately $3.0 million. A description of the accounting for
these securities can be found in the Company's Form 8-K filed on
April 7, 2003.

               Investments in Affiliated Companies

Equity in losses of affiliated companies was $0.4 million for
the first quarter of 2003, reflecting primarily losses reported
by the Company's joint ventures in China and Malaysia as they
continue to ramp up production of aerospace composite
structures. Equity in losses of affiliated companies was $2.4
million in the first quarter of 2002. These losses by affiliated
companies do not affect the Company's cash flows.

                           Debt

Total debt, net of cash, decreased in the quarter by $94.7
million to $518.8 million as of March 31, 2003, reflecting the
Company's refinancing transactions. The reduction in debt in the
quarter arising from the refinancing transactions net of
expenses was $112.0 million. Excluding the refinancing
transactions, total debt, net of cash, increased by $17.3
million primarily driven by the timing of the Company's semi-
annual interest payments and higher working capital due to
increased sales compared to the fourth quarter of 2002.

Interest expense during the quarter was $13.7 million compared
to $17.6 million in the first quarter of 2002, reflecting, in
part, lower debt balances and lower interest rates. Included in
interest expense in the first quarter of 2002 were $1.7 million
of bank amendment fees and expenses. As the refinancing
transactions were not completed until March 19, 2003, they had
minimal impact on reported interest expense for the quarter.

Hexcel Corporation is the world's leading advanced structural
materials company. It develops, manufactures and markets
lightweight, high-performance reinforcement products, composite
materials and composite structures for use in commercial
aerospace, space and defense, electronics and industrial
applications.


INPRIMIS INC: Ability to Continue Operations Remains Uncertain
--------------------------------------------------------------
Net sales of Inprimis, Inc., for the year ended December 31,
2002, increased by 10.0 % from $3.9 million in 2001 to $4.2
million in 2002. The increase in sales in 2002 was primarily due
to an increase in product sales as the Company changed its focus
to selling its set-top box instead of licensing the design.

Ener1 Battery did not have any sales in 2001 or 2002.  The
Company's newly formed subsidiaries in 2002 were Ener1
Technologies, Inc. and Enerlook Health Care Solutions Inc., and
they did not have any sales in 2002.

Engineering services revenue decreased slightly from $2.8
million in 2001 to $2.7 million in 2002.  Engineering services
revenue in 2002 consisted primarily of contract engineering.
The Company had very little prototype and product sales arising
from engineering contracts in 2002, as it changed its strategy
to selling its set top box as a product.  In addition to the
$2.8 million of engineering services revenue in 2001, the
Company had sales of $1.1 million in prototypes and products.

Product sales in 2002 were $1.5 million compared to $1.1 million
in 2001. This increase was primarily due to increased acceptance
of the set top box into primarily the hospitality vertical
market, but also the healthcare vertical market.

The Company exited the data communications business in 2000.
Revenue from engineering service contracts  decreased in 2001
from 2000 primarily because of the difficult economic
environment in the technology   sector, where outsourcing of
engineering work was reduced significantly as research and
development budgets by companies were reduced.

The Company's cost of sales exceeded revenue by approximately
$10,000 in 2002, compared to an excess of cost of sales over
revenue of approximately $1 million in 2001.  These shortfalls
resulted from engineering costs that exceeded associated
revenue.  Such results can be caused by a number of factors,
such as under-pricing  of the product or project involved,
inefficient or over utilization of engineering labor, or other
difficulties encountered in the production of the product.  The
reduction in excess cost of sales for 2002 was the result of the
Company decreasing its engineering staff during 2002 in an
attempt to better manage and rectify the causes of low gross
margins.  The Company's old business, data communications
products, did not generate any sales in 2001 or 2002; therefore
these products did not affect the gross profit in either 2001 or
2002.

Research and development expenses were $0.5 million in 2001 and
$0.5 million in 2002.  In 2001, the Company had a goal to bill
external clients for an increased portion of total engineering
hours,  in order to  reduce the need for internal funding of
research and development.  In 2001, the Company's strategy was
to license its base reference design and do customized work and
improvements on the set top box on a contract-engineering basis.
In 2002, the Company decided to further develop and sell its own
set top box as a  standalone product.  Additional research and
development funding will be needed to continue to update the
Digital Media Technologies Division's products.

Selling, general and administrative expenses were $3.8  million
in 2001, and $7.2 million in 2002. Management of the Company
focused on reducing expenses during 2001 in conjunction with the
Company's  decision to exit the data communications industry.
Ener1 Battery costs of approximately $1 million are included in
the Company's selling, general, and administrative costs for
2001.

In 2002, the Company's selling, general, and administrative
expenses were $7.2 million. This includes selling, general and
administrative expenses of approximately $2.7 million for Ener1
Battery,  approximately $1.0 million for Enerlook Health Care
Solutions, Inc and approximately $0.2 million for Ener1
Technologies, Inc. These subsidiaries are development stage
companies.  Also included in the Company's selling, general, and
administrative expenses are $3.3 million for the Digital Media
Technologies  Division, compared to $2.9 million for 2001.

In the fourth quarter of 2001, the Company recorded a charge for
the write-off of a technology license in the amount of $0.5
million.  This asset was considered impaired because of changes
occurring in technology,  the lack of clear visibility of future
positive cash flow attributable to the license and a desire by
the  customers of the Digital Media Technologies Division to
move toward a new software platform differing from the one that
is the subject of the license.

The effective tax rate in 2001 and 2002 was zero percent, due to
increases in the deferred tax asset valuation allowance.

                  Liquidity and Capital Resources

As of December 31, 2002, the Company's working capital decreased
by $11.1 million from December 31, 2001.  This decrease was
primarily the result of a $1.2 million decrease in cash, an
increase in short term notes payable to stockholders of $6.9
million, an increase in current maturities of a related party
debt of $0.5 million, an increase in accounts payable of $0.7
million, an increase in deferred revenue of $0.7 million, an
increase in accrued expenses of $1.2 million, an increase in a
short term note payable of $0.6 million and an increase in other
liabilities of $0.2 million, offset by an increase in inventory
of $0.5 million,  and an increase in prepaid expenses and other
assets of $0.4 million.  The Company, as of December 31, 2002,
had a working capital deficit of $11.9 million.  The Company's
operations used cash of $6.2 million in 2001 and $6.5 million in
2002.

The Digital Media Technologies Division has recently changed its
strategy to also focus on selling its  interactive TV product
and developing new products.  This change has required the
Company to seek  additional working capital to finance
receivables and inventory and to pay down payables.  The
downsizing of its operations will also reduce the potential for
future revenue from engineering consulting services - although
this business had already dropped off prior to much of the
downsizing.  The acquisition of Enr1 Battery will also require
additional capital to bring it from a development stage company
to full production.

The Company will require additional capital, and there can be no
assurance that any such required capital will be available on
terms acceptable to the Company, if at all, at such time or
times as required by the Company. The Company has been funded in
the last twelve months by its parent company Ener1 Group.  The
Company on January 3, 2002 completed a transaction with Ener1
Group, which resulted in additional capital of $1,000,000, and
received $200,000 of additional funding from Ener1 Group as a
loan and $2,000,000 as an additional investment in shares of the
Company.  This $2,000,000 funding was for working capital needs
of the Digital Media Technologies Division.  Ener1 Group has
also made substantial investments in Ener1 Battery since Ener1's
acquisition of that company from Ener1 Group.  As part of the
acquisition of Ener1 Battery,  Ener1 Group had indicated it
intends to make capital contributions to Ener1 Battery Company
of up to $4,700,000.  On December 31, 2002, $1,917,885 of such
advances were contributed to the Company's capital,  along with
the $1,873,368 previously contributed on June 30, 2002 bringing
the total contributions of Ener1 Group to Ener1 Battery since
Ener1's acquisition of Ener1 Battery to $3,791,253.  In the
first quarter of 2003, Ener1 Group provided additional funding
of approximately $0.9 million for Ener1 Battery. The Company
believes that Ener1 Group, Inc. will continue to provide
additional working capital for Ener1 Battery;  however, the
Company is seeking additional financing alternatives for all of
its existing operations.

Inprimis incurred substantial operating losses and negative
operating cash flow in 2001 and 2002.  The  Company's history of
substantial operating losses and negative cash flow, as well as
its limited backlog, combined with the fact that many of its
companies are in the development stage, may give rise to
substantial doubt that the Company will be able to continue as a
going concern for a reasonable period of time. An unfavorable
outcome of the contingencies would also have an adverse affect
on the Company's cash flow. The Company has implemented efforts
to bring its expense structure in line with the reduced levels
of revenue being achieved.  The Company's historical sales
results and its current backlog do not give the Company
sufficient visibility or predictability to indicate that the
required higher sales levels might be achieved. The Company's
future success will depend on the Company increasing its
revenues and reducing its expenses to enable the Company to
match more closely its costs to revenue. There can be no
assurances that the Company will return to profitable
operations.  Absent additional financing, existing cash balances
and cash generated from operations may not be sufficient for the
Company to meet its liquidity and capital needs.


INTEGRATED HEALTH: Brahman Partners Reports Rotech Equity Stake
---------------------------------------------------------------
In a regulatory filing dated April 10, 2003, Brahman Partners
II, L.P. et al disclose to the Securities and Exchange
Commission that they are deemed to beneficially own these shares
of Rotech Healthcare Inc. Common Stock:

Shareholder                         Shares Owned   Equity Stake
-----------                         ------------   ------------
Brahman Partners II, L.P.              159,000      0.64%
Brahman Partners III, L.P.              97,000      0.39%
Brahman Institutional Partners, L.P.   152,100      0.61%
BY Partners, L.P.                      454,600      1.82%
Brahman C.P.F. Partners, L.P.          133,800      0.54%
Brahman Bull Fund, L.P.                 46,300      0.19%
Brahman Management, L.L.C.           1,042,800      4.17%
Brahman Capital Corp.                  758,000      3.03%
Peter A. Hochfelder                  1,354,200      5.42%
Rober J. Sobel                       1,352,700      5.41%
Mitchell A. Kuflik                   1,369,700      5.44%

Brahman II, Brahman III, BY Partners, Brahman Institutional,
Brahman C.P.F. and Brahman Bull are each private investment
partnerships, the sole general partner of which is Brahman
Management.  As the sole general partner of Brahman II, Brahman
III, BY Partners, Brahman Institutional, Brahman C.P.F. and
Brahman Bull, Brahman Management has the power to vote and
dispose of the shares of Common Stock owned by each of Brahman
II, Brahman III, BY Partners, Brahman Institutional, Brahman
C.P.F. and Brahman Bull, and, accordingly, may be deemed the
"beneficial owner" of such shares.  The managing members of
Brahman Management are Peter Hochfelder, Mitchell Kuflik and
Robert Sobel.

Pursuant to an investment advisory contract -- and, in the case
of BY Partners, pursuant to an arrangement between Brahman
Management and Brahman Capital -- Brahman Capital currently has
the power to vote and dispose of the shares of Common Stock held
for the account of each of Brahman Partners II Offshore, Ltd., a
separately managed account and BY Partners and, accordingly, may
be deemed the "beneficial owner" of such shares.  Peter
Hochfelder, Robert Sobel and Mitchell Kuflik are the executive
officers and directors of Brahman Capital.

Peter Hochfelder, Robert Sobel and Mitchell Kuflick each
currently have the power to vote and dispose of shares of Common
Stock held in each of their separately owned accounts.
(Integrated Health Bankruptcy News, Issue No. 55; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


LAIDLAW INC: Discloses Current Board of Directors' Members
----------------------------------------------------------
Pursuant to Laidlaw Inc.'s Reorganization Plan that was
confirmed by the Court, the Reorganized Company will have a new
set of directors to oversee business operations.  In a
regulatory filing with the Securities and Exchange Commission
dated March 25, 2003, Laidlaw names the 11 current members of
the Board of Directors, together with their stock ownerships in
the Company:

   Name                Position                 Shares Owned
   ----                --------                 ------------
   Peter N.T.          Corp. Director           28,750 Common
   Widdrington

   John                Pres. & CEO (LTI)             --
   Grainger

   Stephen F.          Exec. Managing Dir.           --
   Cooper              (Kroll Zolfo Cooper)

   William P.          Pres. & CEO              15,997 Common
   Cooper

   Jack P.             Mgt. Consultant          31,918 Common
   Edwards

   William A.          Chairman                    800 Common
   Farlinger           Ont. Power Gen. Inc.

   Donald M.           Pres. & CEO               7,638 Common
   Green               Greenfleet Ltd.

   Martha O.           President                12,318 Common
   Hesse               Hesse Gas Co.

   Wilfred G.          Chairman                 56,774 Common
   Lewitt              MDS Inc.

   Gordon R.           Chairman, P. Affairs      9,385 Common
   Ritchie             Hill & Knowlton Canada

   Stella M.           Principal                     --
   Thompson            Governance West, Inc.

Laidlaw has issued 325,927,870 shares of common stock, each
carrying the right to one vote per share as of January 10, 2003.
Notwithstanding, Laidlaw ascertains, no person or company
beneficially owns, directly or indirectly, or exercises control
or direction over, more than 10% of the common shares.

A full-text copy of Laidlaw's SEC filing is available for free
at:


http://www.sec.gov/Archives/edgar/data/737874/000095015203003462/0000950152-
03-003462.txt

                        Board Committees

The Board members serve on different committees.  Laidlaw's
Audit Committee is composed of Messrs. Farlinger, Green, Lewitt
and Ritchie.  The Audit Committee reviews the Company's annual
financial statements before their approval by all the Directors.
The Audit Committee also reviews all interim financial
statements and all financial statements included in any
prospectus and to review all periodic reports to be filed with
Securities regulatory authorities.

Laidlaw also has an Executive Committee exercising all the
powers of the Board of Directors, except as restricted by the
Board and the by-laws and articles of Laidlaw.  The Executive
Committee includes Messrs. Grainger, Lewitt and Widdrington and
Ms. Hesse.

Other committees are composed of:

    (a) Messrs. W. Cooper and Widdrington and Ms. Hesse for the
        Compliance and Ethics Committee;

    (b) Messrs. W. Cooper and Widdrington and Ms. Thompson for
        the Human Resource and Compensation Committee; and

    (c) Messrs W. Cooper, Green and Widdrington and Ms. Hesse
        for the Nominating and Corporate Governance Committee.
        (Laidlaw Bankruptcy News, Issue No. 34; Bankruptcy
        Creditors' Service, Inc., 609/392-0900)


LEAP WIRELESS: Final Cash Collateral Use Hearing Set for May 7
--------------------------------------------------------------
According to Michael S. Lurey, Esq., at Latham & Watkins, in Los
Angeles, California, Leap Wireless International Inc. and its
debtor-affiliates, through its direct subsidiaries and
affiliates, provides telecommunications services through a
national telecommunication network.  The Debtors'
telecommunications services rely not only on its own wireless
carrier network, but also on the Debtors' ability to
interconnect its network with other landline networks and
wireless carrier networks.  This requires complex agreements
with interconnection and backhaul vendors which, if not
maintained, will result in the loss of service to all or a
portion of the Debtors' network or prevent the Debtors'
customers from sending and receiving calls from other landline
customers and wireless customers.  Any disruption, even minor,
in service could potentially result in a large loss of the
Debtors' otherwise loyal customers who would be unlikely to
return to the Debtors after switching wireless carriers, thereby
significantly reducing the value of the Debtors' assets.  The
Debtors are particularly vulnerable to customer defections by
the very nature of its service contracts, which are predicated
on requiring only month-to-month commitments.

Thus, the Debtors need the immediate use of Cash Collateral for
the purchase of equipment, the lease of unbundled network
elements, the funding of payroll obligations, the payment of
business-related expenses, the operation of its networks and
other working capital needs.  Some of the Cash Collateral will
be used to fund the operations of the Debtors' subsidiaries and
affiliates, which are interlinked with and integral to those of
the Debtors.  It is essential that the Debtors immediately
stabilize their operations via use of Cash Collateral to
maximize its potential for a successful reorganization.  The
Debtors' assets, which provide security to the Vendor Debt
Holders, will diminish substantially in value unless the Debtors
are allowed use of Cash Collateral.  In fact, the Debtors will
likely be forced to liquidate if not permitted to use the Cash
Collateral.

Mr. Lurey relates that the Debtors previously entered into
purchase agreements and credit facilities with each of Lucent
Technologies Inc., Nortel Networks Inc. and Ericsson Credit AB
and its affiliate for:

  A. the purchase of network infrastructure products and
     Services; and

  B. the financing of:

       (i) these purchases, additional purchases of network
           infrastructure products and services from third
           parties,

      (ii) interest expense and other costs and fees related to
           the Vendor Debt Facilities, and

     (iii) under certain circumstances, the purchase price of
           FCC Licenses.

As of the Petition Date, the aggregate outstanding principal
amount of the Debtors' indebtedness under the Vendor Debt
Facilities is $1,600,000,000 and the accrued and unpaid interest
thereon is $76,900,000.

Mr. Lurey states that the Prepetition Indebtedness is secured by
a common pool of collateral, which includes all of CCH's
interest in the Debtors, all of the equity interests of the
Debtors in each of its subsidiaries and the equity interests of
substantially all of the Leap License Subsidiaries.  The
Debtors, CCH, the Cricket Property Subsidiaries, and the Leap
License Subsidiaries also pledged their assets to secure the
obligations under the Vendor Debt Facilities.  This collateral
includes certain blocked accounts held by the Debtors containing
$119,000,000 in cash and cash equivalents.

Thus, the Debtors seek the Court's permission to use certain
cash collateral on the terms of a Stipulated Order.  The
provisions of the Stipulated Order are:

  A. The Debtors will be required to adhere to a weekly Cash
     Collateral budget;

  B. To the extent the Debtors' use of Cash Collateral results
     in any decrease, following the Petition Date, in the value
     of the collateral securing the Debtors' obligations to the
     Vendor Debt Holders, then the Vendor Debt Holders will be
     granted Replacement Liens in property acquired postpetition
     of the same type and in the same relative priority as their
     prepetition Liens; and

  C. Subject to the Court's interim fee procedure and the Vendor
     Debt Holders' right to object to the allowance of fees, the
     Debtors will be authorized to pay the professionals with
     Cash Collateral.

Mr. Lurey contends that the continued use of Cash Collateral
will adequately protect the Vendor Debt Holders' interests in
collateral because:

  A. The Debtors' use of Cash Collateral will enable them to
     continue operations and, thereby, to preserve its value as
     a going concern.  If the Debtors are forced to terminate
     operations, the Vendor Debt Holders will receive far less
     in liquidation than they would if the Debtors can
     successfully reorganize; and

  B. The Debtors will adequately protect the Vendor Debt
     Holders' interests in Cash Collateral by granting each of
     the Vendor Debt Holders a replacement and automatically
     perfected security interest in, and Lien on, the now-
     existing or hereafter acquired cash and accounts receivable
     of the Debtors, provided, that the Replacement Liens will
     only be valid and enforceable, with respect to each of the
     Vendor Debt Holders, to the extent:

      (i) a particular Vendor Debt Holder had, as of the
          Petition Date, an enforceable, validly perfected and
          unavoidable security interest in, and Lien on,
          prepetition collateral of the same type including,
          without limitation, Cash Collateral; and

     (ii) only in an amount equal to any aggregate postpetition
          diminution in the value of its prepetition collateral,
          as these prepetition collateral existed as of the
          Petition Date, resulting from the Debtors' use of Cash
          Collateral on or after the Petition Date; provided,
          further, that nothing in this proposed grant is
          intended to "prime" any security interests and Liens,
          which have priority over the Vendor Debt Holders'
          liens and, accordingly, the Replacement Liens proposed
          to be granted would be subject to any enforceable and
          validly perfected security interests in these assets
          in favor of any third party other than the Vendor Debt
          Holders, which have priority over the Vendor Debt
          Holders' Liens as of the Petition Date.

                         *     *     *

Judge Adler authorizes the Debtors to use the cash collateral on
an interim basis, subject to a final hearing to be held on
May 7, 2003 at 2:00 p.m. (Leap Wireless Bankruptcy News, Issue
No. 2; Bankruptcy Creditors' Service, Inc., 609/392-0900)


LERNOUT: Stonington Wants Copies of Fraud-Related Documents
-----------------------------------------------------------
Stonington Partners, Inc., Stonington Capital Appreciation 1994
Fund LP, and Stonington Holdings LLC, represented in this Motion
by Brendan Linehan Shannon, Esq., at the Wilmington firm of
Young Conaway Stargatt & Taylor LLP, ask Judge Wizmur to modify
the stay to permit Lernout & Hauspie Speech Products N.V., to
produce seven classes of documents:

        (1) documents relating to the Debtor's relationship with
            the Language Development Companies and Cross-
            Language Development Companies from which it
            improperly recorded and reported revenue;

        (2) documents related to the Korean customers from which
            the Debtor improperly reported and recorded revenue
            from sham transactions;

        (3) documents relating to Korean banks with which the
            Debtor entered into factoring agreements and side
            Agreements in furtherance of the fraud;

        (4) documents related to the Debtor's relationship with
            the individuals and entities named as defendants in
            the Securities Litigation;

        (5) documents relating to the internal and external
            investigations of L&H NV;

        (6) documents relating to the Dictaphone Transaction;
            and

        (7) all documents relating to the Debtor's relationship
            with its auditors Klynveld Peat Marwick Goerdeler
            Bedrijfsrevisoren and KMPG LLP.

Mr. Shannon says that these documents are "essential to
Stonington's prosecution of its claims which arise out of the
massive fraud perpetrated by L&H NV" against entities and
individuals other than the Debtor.

The Stonington Entities are currently prosecuting common law
claims as well as claims arising under the Securities & Exchange
Act of 1934 in the District Court for the District of
Massachusetts, and that case is now in active discovery.  The
documents sought by the Stonington Entities are in the
possession and control of the Debtor and are crucial to the
Stonington Entities' ability to prove their allegations
regarding the fraud and the participation in that fraud by the
defendants named in the Massachusetts Suit.  The Stonington
Entities have sued to recover their losses -- $489 million --
suffered as a result of the Debtor's fraud.

In light of L&H NV's anticipated liquidation, there is a
substantial risk that if these documents are not produced now,
they will be destroyed or lost.  This would result in great
prejudice to the Stonington Entities.  The pending liquidation
of L&H NV also weighs in favor of a modification of the stay, as
there can no longer be a concern that participation in discovery
will impede the Debtor's progress toward reorganization.  In
addition, given the massive accounting fraud that L&H NV
perpetrated and has admitted to, requiring the Debtor to produce
these documents is clearly in the interests of justice.

Mr. Shannon argues that the Debtor's participation in discovery
won't impose any additional burden upon the estate.  The
materials have already been gathered and produced in the course
of governmental and internal investigations by:

        (a) the Securities & Exchange Commission;

        (b) the Belgian government or local or municipal
            governments in Belgium;

        (c) KMPG, including KMPG LLP and Klynveld Peat Marwick
            Goerdeler Bedrijfsrevisoren in connection with these
            entities' mid-year audit of L&H NV conducted at the
            request of the Audit Committee of L&H NV's Board of
            Directors and announced by the Debtor on August 15,
            2000;

        (d) Bryan Cave, Loeff Claeys Verbeke and Arthur Andersen
            in connection with their preparation of the
            "Findings and Recommendations to the Audit
            Committee"; or

        (e) PricewaterhouseCoopers in connection with its
            preparation of the "L&H Korea Preliminary Report" or
            the "L&H Korea Investigation."

The interests of judicial economy, Mr. Shannon suggests, are
advanced by allowing the Stonington Entities' fraud action
against the defendants, other than L&H NV, to proceed
expeditiously.  Mr. Shannon is confident that L&H NV has
retained copies of these documents and that they can easily be
reproduced.

If the stay if lifted, the Stonington Entities will serve a
subpoena on L&H NV's bankruptcy counsel, Milbank Tweed Hadley &
McCloy LLP, for the production of these documents.
(L&H/Dictaphone Bankruptcy News, Issue No. 40; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


LTV CORP: Admin. Committee Signs-Up Reed Smith as Local Counsel
---------------------------------------------------------------
The Committee of Administrative Creditors of LTV Steel Company,
Inc., seek the Court's authority to retain Reed Smith LLP as its
local counsel.

Reed Smith had previously been retained as counsel for the
Official Committee of Unsecured Creditors in the LTV Steel case.

Now, as local counsel, Reed Smith will be:

        (1) advising the Committee and its other professionals
            with respect to the historical facts in these
            cases and consulting with the Debtors and other
            committees concerning the administration of these
            cases;

        (2) assisting and advising the Committee in its
            evaluation of intercompany claims;

        (3) assisting and advising the Committee in its
            investigation and evaluation of the acts, conduct,
            assets, liabilities, and financial condition of the
            Debtors, their affiliates, and their present and
            former officers and directors, which might give rise
            to claims or causes of action and, as appropriate,
            prosecuting any such claims or actions;

        (4) assisting and advising the Committee in its
            evaluation and investigation of environmental issues
            involving or impacting the LTV Steel estate;

        (5) consulting with the Committee's professionals in its
            evaluation and review of the operation of the
            Debtor's remaining businesses, and the desirability
            of the continuation of those businesses, and any
            other matters relevant to the case or to the
            formulation of a Plan for any of the Debtors and
            the impact on the LTV Steel estate;

        (6) providing services to the Committee or assistance to
            the Committee's other professionals on matters as
            may be requested by the Committee to the extent that
            a conflict does not exist; and

        (7) preparing all necessary motions, applications,
            answers, orders, reports or other papers in
            connection with these matters.

Paul M. Singer, Esq., a partner at Reed Smith, assures Judge
Bodoh that the Firm is a "disinterested person" as that term is
defined in Section 101(14) of the Bankruptcy Code.  Reed Smith
has received compensation in connection with its work for the
Committee as approved by Judge Bodoh.  In the interests of full
disclosure, however, Mr. Singer reports that the Firm has
provided services to parties-in-interest like Air Products &
Chemicals, co-chair of the Administrative Committee, the
Commonwealth of Pennsylvania, GATX Capital Corporation, another
member of the Committee, General Electric Capital Corporation, a
postpetition lender to the Copperweld/Welded Tube Debtors,
Koppers Industries, a member of the Committee and of the
Unsecured Creditors' Committee, North American Refractories, the
Pension Benefit Guaranty Corporation, Travelers Casualty &
Surety, United States Steel, Vesuvius USA Corporation, and
Wheeling-Pittsburgh Corporation.

Reed Smith will charge its standard hourly rates, which range
from $185 to $670 for lawyers and from $40 to $255 for
paraprofessionals.  The principal lawyers expected to work on
this matter and their hourly rates for 2003 range from $300 to
$500 for partners and $210 to $300 for associates. (LTV
Bankruptcy News, Issue No. 47; Bankruptcy Creditors' Service,
Inc., 609/392-00900)


MAGELLAN FILMED: Ceases Operations after Unsuccessful Financing
---------------------------------------------------------------
In a press release dated November 27, 2002, Magellan Filmed
Entertainment Inc., (OTC: MFLM) cited financial difficulties in
paying operating expenses and obligations to its creditors due
to various factors adversely affecting the Company's financial
condition, including:

    - delays in expected revenues from the film "Rennie's
      Landing," recently  re-titled "Stealing Time". Although
      newly directed efforts are underway to market the
      Film in foreign as well as domestic territories, the
      amount of future revenues from the Film is unpredictable
      and Uncertain, and, in any event, is not likely to be
      sufficient to fully retire the Company's debt obligations.

    - the effect of the recent economic recession on the
      financial markets and the consequential adverse effect on
      the company's ability to raise additional capital.

The Company has incurred operating losses since its inception
and has a working capital deficiency and capital deficit. Due to
lack of operating capital, Magellan is delinquent in its
payments to creditors including unpaid compensation due to its
officers and other key management personnel.  Employment service
agreements with Key Management were terminated effective
October 31, 2002, by mutual agreement, and such Key Management
were released from their obligation to perform any further day-
to-day services for the Company. Messrs Richard A. Ladd and
Terrence K. Picken have tendered their resignations as President
and Executive Vice President, respectively, and as Directors of
the Company.

Magellan has not been successful in generating sufficient
revenues or in finding other suitable business opportunities or
financing necessary to continue its operations. Consequently,
the Board of Directors has authorized the discontinuance of the
Company's business and authorized a plan of re-organization
including an assignment and transfer of the Company's interest
in the Film and other assets of little or no value under an
agreement to liquidate the obligations of a number of the
Company's creditors including loans and other amounts due to
former Key Management. The Company has also closed its
administrative offices in Bellevue, Washington.

The Board of Directors is seeking replacements to fill the
vacant Board and officer positions. The Company plans to
continue to search for other business opportunities and
financing.

Magellan can be contacted by written communication to c/o P.O.
Box 614, Kirkland, Washington 98083.


MATLACK SYSTEMS: Ch. 7 Trustee Brings-In PENTA as Accountants
-------------------------------------------------------------
Gary F. Seitz, the Chapter 7 Trustee in the chapter 7 cases of
Matlack Systems, Inc., and its debtor-affiliates, asks for
authority from the U.S. Bankruptcy Court for the District of
Delaware to employ PENTA Advisory Services as his Accountants,
nunc pro tunc to February 26, 2003.

The Trustee assures the Court that PENTA is a "disinterested
person" as that phrase is defined in the Bankruptcy Code.

As Accountants to the Trustee, PENTA will provide:

     a) general accounting services to the Chapter 7 Trustee
        regarding the operation of the Debtors' business;

     b) advice to the Chapter 7 Trustee with respect to the
        financial issues concerning the Debtors;

     c) assistance to the Chapter 7 Trustee in performing other
        services that may be necessary and proper in these
        proceedings;

     d) valuations;

     e) preparation of tax returns;

     f) analyses of avoidance actions;

     g) expert testimony as needed; and

     h) review conveyances.

PENTA's standard hourly billing rates are:

          Directors                     $350 to $400 per hour
          Principals                    $350 per hour
          Senior Engagement Managers    $245 to $300 per hour
          Senior Consultants            $205 to $230 per hour
          Consultants/Associates        $155 to $200 per hour
          Analysts                      $120 to $155 per hour
          Administrative                $ 70 per hour

Before filing for chapter 11 protection, Matlack Systems, Inc.,
was North America's No. 3 tank truck company, providing liquid
and dry bulk transportation, primarily for the chemicals
industry.  The Debtors converted their chapter 11 cases to
Chapter 7 Liquidation proceedings on October 18, 2002.  Richard
Scott Cobb, Esq., at Klett Rooney Lieber & Schorling represents
the Debtors.


MCMS INC: Court Extends Plan Filing Exclusivity Until May 12
------------------------------------------------------------
By order of the U.S. Bankruptcy Court for the District of
Delaware, MCMS, Inc., and its debtor-affiliates obtained an
extension of their exclusive periods.  The Court gives the
Debtors, until May 12, 2003, the exclusive right to file their
plan of reorganization and until July 12, 2003, to solicit
acceptances of that Plan from their creditors.

Following the sale of its business and associated trade names
and trade marks, MCMS, Inc., changed its name to Custom
Manufacturing Services, Inc.  Debtor MCMS Customer Services,
Inc., has also changed its name to CMS Customer Services, Inc.
The Debtors filed for Chapter 11 protection on September 18,
2001 and converted these cases under Chapter 7 Liquidation of
the Bankruptcy Code on May 13, 2002.  Eric D. Schwartz, Esq.,
and Donna L. Harris, Esq., at Morris, Nichols, Arsht & Tunnell
represent the Debtors in their restructuring efforts.  When the
company filed for protection from its creditors, it listed
$173,406,000 in assets and $343,511,000 in debt.


MGM MIRAGE: Fitch Assigns BB+ Initial Rating to Sr. Secured Debt
----------------------------------------------------------------
Fitch Ratings has assigned a rating of 'BB+' to the senior
secured notes and senior secured bank credit facilities of MGM
Mirage and a rating of 'BB-' to the company's subordinated
notes. The proposed ratings reflect MGG's market leading assets,
significant discretionary free cash flow, demonstrated
commitment to debt reduction, and steady improvement of credit
measures during a period of very weak conditions. The ratings
also incorporate the value of the scheduled opening this summer
of the company's Borgata joint-venture in Atlantic City.

Offsetting these factors is the continuing challenging operating
environment, (including geopolitical concerns, terrorist
reprisals and SARS), heavy exposure to Las Vegas (70% of EBITDA)
and a greater dependence on air travel than many of its peers.
The Positive Rating Outlook reflects MGG's progress to date, and
capacity to reduce leverage to investment-grade levels over the
intermediate term. In the event that MGG de-emphasizes its
financial policy of focused debt reduction, and/or diverts cash
flow to a large-scale acquisition, heavily expanded capex
program or aggressive share repurchases (on a trend with the
last several quarters), Fitch Ratings would revisit the outlook.
MGG levered up its balance sheet in May 2000 to 6.9 times to
execute its $6.4 billion acquisition of Mirage Resorts.
Thereafter, regaining its investment grade credit profile and
reducing leverage to below 4.0x became a clear goal of
management. By FYE 2002, MGG had used its significant free cash
flow to reduce leverage to 4.4x and total debt to $5.2 billion,
including a reduction of $270 million in FYE 2002 ($314 million
including a $44 million investment in a joint-venture which was
applied to debt reduction) and $1.2 billion since May 2000.
While debt reduction slowed from expected levels following Sept.
11 - as gaming revenues, visitation, occupancy, air passengers
and room rates plummeted drastically - free cash flow and credit
measures remained relatively intact. This resulted from
management's immediate implementation of damage control plans
following 9/11 to rein in the cost structure and boost revenues.
Over the year following 9/11, MGG posted a steady recovery,
albeit below 2000 levels.

However, over the last six months, Las Vegas operators have
faced a new set of challenges that have caused a delayed
recovery from 9/11: a sluggish US economy, the war with Iraq,
ongoing concerns of terrorism in the aftermath of September 11,
and the new threat of the SARS virus. Results in the 4Q02
reflected this difficult operating environment, and the impact
is likely to be felt at least through the first half of 2003.
Aggressive share repurchases during the 4Q02 ($138 million) and
1Q03 ($67 million)- executed in effort to support a slumping
stock price - were funded by debt as well as free cash flow,
marking the first time since the Mirage acquisition that MGG was
a net borrower of funds. Credit improvement in Q402 was
negligible, as the share repurchases precluded leverage
improvement.

Looking forward, further credit improvement is dependent on the
allocation of free cash flow. Assuming relatively flat EBITDA in
2003, the company is poised to generate over $230 million (after
capex of $405 million) in free cash flow. Expansionary capex of
roughly $225 million is budgeted for 2003 for various
initiatives on the Las Vegas Strip, including EZ pay slot
conversions ($100 million) Cirque de Soleil productions ($50-$75
million), and Spa Tower at Bellagio ($50 -$75 million in 2003).
Management has also repeated its commitment to utilize free cash
flow to further deleverage its balance sheet, although
relatively heavy share repurchases continued into the first
quarter of 2003 through a newly established 10 million share
repurchase program. However, absent any large scale
acquisitions, Fitch believes the company intends to improve
credit measures over the next nine to eighteen months.

Over the intermediate term, an improvement in the economy and/or
travel patterns could offset recent cost pressures and enhance
the company's industry-leading margins. Relatively limited room
supply growth over the next two years, along with the high-end
market position of the company's premier Bellagio and Mirage
properties, remain positive factors. Additionally, the scheduled
summer 2003 opening of the company's Borgata property in
Atlantic City represents a key growth driver over the near term.
Although initial cash flows will be applied to property debt
reduction, the Borgata represents asset value that benefits the
company's credit standing, and is expected to be a meaningful
provider of cash flow over the intermediate term.

MGG's liquidity remained adequate at first quarter end 2003,
with $654 million in availability under its $2.5 billion
revolving credit facilities. During the Q103, the company
extended the maturity of its undrawn 364-day revolver to April
2, 2004 and reduced the size of the facility to $525 million
from $600 million. The company's $2 billion, 5-year revolver
matures April 2005 and roughly $500 million in public debt
maturities come due that same year.

For Q103, EBITDA was down 8.1% year over year to $288 million on
essentially flat revenues. The EBITDA decline was primarily due
to rising labor and insurance costs which cut margins in the
quarter to 28.2% versus 31.1% in Q102. Higher labor costs likely
reflect higher headcount (as the majority of the employees
displaced after 9/11 were re-hired) and higher payroll (as a
result of a new labor contract with the culinary union). Stable
top line results reflected an 8% increase in non-gaming revenues
driven by an 8.0% increase in RevPAR, offset in part by lower
gaming revenues. RevPAR gains reflect strong 90% occupancy
(versus 89% in the prior year) and higher ADR. This trend is
likely contrary to what other casinos are facing, with MGG's
premier collection of assets on the Strip likely providing
significant pricing power. Lower gaming revenues reflect
continued weakness in domestic high end table play (which
appears to have stabilized at 20% below pre-9/11 levels), offset
in part by higher slot revenues. Increased slot drop likely
reflects the continued aggressive conversion of slots to the EZ-
Pay system, and the roll-out of the Player's Club Card.

For the LTM period ended March 31, 2001, EBITDA of $1.156
billion implied interest coverage of 3.1x and total debt/EBITDA
of 4.5x versus 3.3x and 4.4x, respectively at FYE 2003. Minor
deterioration of credit measures reflects lower EBITDA
contribution in 1Q03 combined with higher interest costs and
heavy share repurchases (for the second quarter running), which
precluded significant debt reduction during the quarter. After
capex of $88 million and share repurchases of $67 million, the
company reduced debt by $34 million during the quarter.


NATIONAL CENTURY: NCFE Committee Hires Carlile as Local Counsel
---------------------------------------------------------------
The Official Committee of Unsecured Creditors of National
Century Financial Enterprises, Inc. seeks the Court's authority
to retain Carlile Patchen & Murphy, LLP, nunc pro tunc to
March 1, 2003, as its local counsel in these Chapter 11 cases.

According to Brent W. Procida, Esq., at Ballard, Spahr, Andrews
& Ingersoll, in Baltimore, Maryland, the Committee desires to
retain Carlile to assist Ballard Spahr in the performance of
these tasks, as may be requested or authorized from time to time
by the Committee:

  (a) advise the Committee with respect to its rights, powers,
      and duties in these cases;

  (b) assist and advise the Committee in its consultations with
      Debtors relative to the administration of these cases;

  (c) assist the Committee in analyzing the claims of the
      Debtors' creditors and in negotiating with the creditors;

  (d) assist with the Committee's investigation of the acts,
      conduct, assets, liabilities, and financial condition of
      the Debtors and of the operation of the Debtors'
      businesses;

  (e) assist the Committee in its analysis of, and negotiations
      with, the Debtors or any third party concerning matters
      related to, among other things, the terms of a plan or
      plans of reorganization for the Debtors;

  (f) assist and advise the Committee with respect to its
      communications with the general creditor body regarding
      significant matters in these cases;

  (g) represent the Committee at all hearings and other
      proceedings;

  (h) review and analyze all applications, orders, statements of
      operations, and schedules filed with the Court and advise
      the Committee as to their propriety;

  (i) assist the Committee in preparing pleadings and
      applications as may be necessary in furtherance of the
      Committee's interests and objectives; and

  (j) perform other legal services as may be required and are
      deemed to be in the interests of the Committee in
      accordance with the Committee's powers and duties as set
      forth in the Bankruptcy Code.

Leon Friedberg, Esq., at Carlile Patchen & Murphy, LLP, relates
that Carlile is an Ohio Law firm with 36 attorneys in its office
in Columbus, Ohio.  The firm has highly developed expertise in
the areas of bond financing, bankruptcy, litigation, securities
law and others, all of which skills will be crucial to an
optimal outcome in the Debtors' bankruptcy cases.

In the light of these qualifications, the Committee believes
that Carlile's retention as local counsel will benefit them by
providing local practice experience, more immediate access to
the Court and limiting the travel time and expenses incurred by
Ballard Spahr.  Furthermore, the Committee believes that Carlile
possesses the requisite knowledge and expertise in the areas of
law relevant to these cases, and that it is well qualified to
represent the Committee.

Mr. Friedberg assures Judge Calhoun that Carlile does not
represent and does not hold any interest adverse to the Debtors'
estates or their creditors in the matters upon which Carlile is
to be engaged.  In addition, Carlile will promptly disclose any
additional information that it may discover and which requires
disclosure, and will file a supplement affidavit with the Court.

According to Mr. Friedberg, Carlile:

  (a) intends to apply to the Court for payment of compensation
      and reimbursement of expenses in accordance with
      applicable provisions of the Bankruptcy Code, the
      Bankruptcy Rules, the guidelines promulgated by the Office
      of the U.S. Trustee and the local rules and orders of this
      Court, and pursuant to any additional procedures that may
      be or have already been established by the Court in these
      cases; and

  (b) will be compensated at its standard hourly rates, which
      are based on the professionals' level of experience.

The present rates for professionals at Carlile are:

      Professional                Position        Rate
      ------------                --------        ----
      Leon Friedberg              Counsel         $235
      H. Ritchey Hollenbaugh      Partner          245
      David M. Karr               Partner          190
      David S. Jackson            Associate        165
      Necol Russell- Washington   Associate        140
      Stephanie Champ             Associate        130
      Pam Geiser                  Paralegal        115
      Rebecca Swonger             Paralegal        105
      Gretchen L. Humphrey        Paralegal        105

Mr. Friedberg asserts that Carlile is a "disinterested person,"
as that term is defined in Section 101(4) of the Bankruptcy
Code. (National Century Bankruptcy News, Issue No. 14;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


NATIONAL STEEL: USWA Hails US Steel's Purchase of Company Assets
----------------------------------------------------------------
The United Steelworkers of America hailed the federal bankruptcy
court's decision to confirm US Steel (NYSE: X) as the successful
buyer of National Steel as "a major step toward the humane
consolidation necessary to revitalize the American steel
industry.

"We're extremely pleased that the progressive labor agreement
that our Union reached with US Steel for the purchase of
National apparently played a crucial role in the court's
decision," said USWA President Leo W. Gerard.

"Following on the heels of our successful negotiations with
International Steel Group for the purchase of LTV Steel and Acme
Steel," he said, "the purchase of National by US Steel builds on
the consolidation momentum that our Union led the way in
launching last fall. That's when our Basic Steel Industry
Conference approved a set of bargaining principles that is
leading the way to a humane restructuring of the steel
industry."

The Union said that an anticipated agreement with ISG for its
projected purchase of Bethlehem Steel would add considerably to
that momentum.

"The Bethlehem purchase will mean that the final roadblock to
completing a humane consolidation is the resistance of some in
Congress to providing health care coverage for more than 200,000
Steelworker retirees who have lost their benefits," Gerard said.

He was especially critical of some of the ultra conservative
leaders in the House of Representatives, who he said have been
"belligerent" in refusing to address the needs of steelworker
retirees.

"These are the Americans who fought the wars and built this
country," he said, "and it's a disgrace that some in Congress
are refusing to come to their aid when their health care
benefits have been wiped out because of the federal government's
failure to enforce its trade policies."

The Union has already won a measure of health care relief for
retirees 55 to 65 years of age, who will be eligible for
advanceable tax credits to cover 65 percent of COBRA coverage if
their pensions have been taken over by the Pension Benefit
Guaranty Corporation.

In addition, the Steelworkers has worked with the states of
Pennsylvania and Maryland to implement insurance plans from
private providers that will help retirees secure more affordable
health care coverage, and is working with states throughout the
nation to develop similar plans. The Union plans now to redouble
its efforts to receive Congressional passage of HR1199, which
would provide prescription drug coverage for Medicare
recipients, as well as passage of so-called legacy cost relief ,
which would provide health care coverage for steelworkers who
have had their benefits wiped out due to unfair trade.

In reflecting on the negotiations that led to US Steel's
successful bid for National, Gerard expressed chagrin at what he
referred to as AK Steel management's failure to change its ways.

"Old habits die hard," Gerard said. "And in AK Steel's case,
they apparently never die at all. It's unfortunate that they
were unable to free themselves from the kind of confrontational
labor management relations that are the hallmarks of a bygone
era."

US Steel, he said, which has had a long history of hard-nosed
bargaining with the Union, somehow managed to "see the shape of
a more enlightened approach to labor negotiations and to address
the changes that our members found absolutely essential for a
humane consolidation of the industry."

US Steel and National Steel's bargaining committees jointly
reached tentative agreement on a new five-year labor agreement
that was crucial in securing a unanimous vote of support for US
Steel's offer on Friday by National Steel's Board of Directors.

National Steel Corp.'s 9.875% bonds due 2009 (NSTL09USR1) are
trading at about 63 cents-on-the-dollar, says DebtTraders. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=NSTL09USR1
for real-time bond pricing.


NATIONAL STEEL: Plan Filing Exclusivity Extended Until Month-End
----------------------------------------------------------------
Marubeni Corporation considers the requested 60-day extension
excessive at this critical juncture.  Marubeni suggests that the
Court extend National Steel Corporation's Plan Proposal Period
to the conclusion of the scheduled sale hearing -- which
happened on April 21, 2003.

Marubeni explains that limiting the extension to the conclusion
of the Sale Hearing will enable the Court, the Debtors and their
creditors to decide on the further direction of this case from a
proper vantage point.

                   Mitsubishi Agrees with Marubeni

Mitsubishi Corporation likewise urges the Court not to allow the
Debtors a long extension period.  Mitsubishi believes that
extending the Exclusive Periods through April 21, 2003 is
enough.

Mitsubishi explains that it is still unclear whether the Debtors
will be able to consummate a sale of their assets at the
conclusion of the sale process.  Mitsubishi states that it is
only right that a shorter period be granted so as to allow the
Court and the interested parties to assess by that time whether
a further extension would be appropriate.

Mitsubishi estimates that, at the conclusion of the Sale
Hearing, the Debtors would:

  (a) know whether the currently unsatisfied labor condition has
      been satisfied by either potential bidder and whether the
      antitrust condition has been satisfied by U.S. Steel;

  (b) have concluded any auction; and

  (c) have determined the highest and best bid.

Mitsubishi also notes that, to the extent either of the bidders
has fulfilled their contingencies, the Court will have ruled
whether the sale can take place absent the consent of the
Debtors' principal secured creditors.  Without the secured
creditors' consent or the payment in full at the Closing, the
Debtors cannot sell Mitsubishi's collateral free and clear of
liens.

                        *     *     *

In the interim, Judge Squires temporarily extends the Debtors'
Exclusive Plan Proposal Period to and including April 30, 2003
and Exclusive Solicitation Period to and including June 30,
2003. (National Steel Bankruptcy News, Issue No. 28; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


NATIONSRENT: Court Adjourns Confirmation Hearing Until May 13
-------------------------------------------------------------
Judge Walsh adjourned the confirmation hearing on NationsRent
Inc., and its debtor-affiliates' First Amended Reorganization
Plan until May 13, 2003.

The Debtors are still finalizing negotiations with respect to
the terms of a commitment for exit financing that will support
the confirmation of their Amended Plan. (NationsRent Bankruptcy
News, Issue No. 30; Bankruptcy Creditors' Service, Inc.,
609/392-0900)


NEBO PRODUCTS: Dec. 31 Balance Sheet Upside-Down by $1.4 Million
----------------------------------------------------------------
NEBO(R) Products (OTC Bulletin Board: NEBO) reported fourth
quarter and full year results for 2002.

Revenue in the fourth quarter of 2002 jumped 41.0% to $1,022,000
from $725,000 in the fourth quarter of 2001. Net losses for the
fourth quarter of 2002 narrowed to $205,000 from $700,000 in the
fourth quarter of 2001. Net loss per share also narrowed in the
fourth quarter of 2002 to $0.01 from $0.05 in the fourth quarter
of 2001.

For the full year 2002, revenue declined 9.0% to $3.6 million
from $3.9 million in 2001. Net losses for 2002 expanded to $2.4
million from $1.2 million in 2001. Net loss per share in 2002
also grew to $0.14 from $0.11 in 2001.

NEBO Products' December 31, 2002 balance sheet shows a working
capital deficit of close to $1 million, and a total
shareholders' equity deficit of about $1.4 million.

Commenting on the fourth quarter results, R. Scott Holmes, Chief
Executive Officer, said, "This marked improvement in operating
results reflects NEBO's commitment to operating a more healthy
business. We note that the operating loss for the fourth quarter
was narrowed dramatically. This was possible by cutting in half
the professional fees recorded in the period as compared to the
prior year quarter. We were particularly pleased to report a
monthly net profit roughly equal to ten percent of December's
net sales of $423,000, suggesting that we can generate not only
a positive cash flow but even a profit with our new streamlined
operational structure."

"Looking forward," added Mr. Holmes, "the first quarter of each
year is, for seasonal reasons, the slowest of our four quarters.
Results for the first quarter, which will reflect a narrower
year-over-year quarterly loss on higher sales, will be published
within 30 days. We are excited about the second quarter, which
for the last two years has been the strongest of the year. We
have strong orders. We have some inventory in the warehouse and
additional inventory on the water and in production. If we have
liquidity sufficient to service the demand in the second
quarter, we anticipate that NEBO will report an operating
profit. We continue to work with creditors to arrange the
required liquidity," concluded Mr. Holmes.

NEBO(R) Products maintains and distributes innovative hardware
(NEBO(R) Tools) and sporting goods (NEBO(R) Sports). NEBO(R)
Products' lines are unique, aggressively merchandised, and well
priced. NEBO(R) Products, based in Draper, UT, sells to over
5,000 retail customers in the U.S. and Canada.


NEW POWER CO.: Georgia Court Fixes May 30 Admin Claims Bar Date
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Georgia
sets May 30, 2003, as the deadline for Administrative Claim
Holders (other than holders for fees and expenses of
professionals retained by the Debtors) of The New Power Company
and its debtor-affiliates to file their requests for payment of
administrative claims against the Debtors or be forever barred
from asserting those claims.

Mailed or hand-delivered requests for payment of administrative
expenses must be addressed to:

        Clerk of the Bankruptcy Court
        U.S. Bankruptcy Court for Northern District of Georgia,
         Newnan Division
        18 Greenville Street
        PO Box 2328
        Newnan, Georgia 30263

A copy must also be sent to The New Power Company at Four
Manhattanville Road, Purchase, New York 10577.

The Debtors, through its operating unit, The New Power Company,
are a provider of electricity and natural gas to residential and
small commercial customers in markets that have been deregulated
to permit retail competition. The New Power Company and its
debtor-affiliates filed for Chapter 11 protection on June 11,
2002. When the Debtors filed for protection from its creditors,
it listed total assets of about $231.8 million and total debts
topping $79 million.


NORTH COAST ENERGY: Taps Robert Baird to Explore Alternatives
-------------------------------------------------------------
North Coast Energy, Inc., (Nasdaq:NCEB) has engaged Robert W.
Baird & Co., to assist it in examining and evaluating its
strategic alternatives.

Commenting on the engagement, Omer Yonel, President and Chief
Executive Officer, said, "We believe that a possible merger,
strategic alliance or the outright sale of the company may be
the best way to enhance value for our stockholders. We intend to
examine these and other possible alternatives. There can be no
assurance, however, that any transaction will result from this
process."

North Coast Energy, Inc., is a publicly traded independent oil
and gas exploration and production company headquartered in
Twinsburg, Ohio. The company's primary focus is the exploration,
development and efficient production of natural gas reserves in
the Appalachian Basin.


NORTHFIELD LABS.: Needs Additional Funds to Continue Operations
---------------------------------------------------------------
On March 5, 2003, Northfield Laboratories announced that it had
received clearance from the Food and Drug Administration to
proceed with a pivotal Phase III trial in which PolyHeme will be
used for the first time in civilian trauma applications to treat
severely injured patients before they reach the hospital. Under
this protocol, treatment with PolyHeme will begin at the scene
of the injury and continue during transport to the hospital by
either ground or air ambulance.

The Company is currently in contact with over 30 potential
clinical sites in an effort to launch the trial at the earliest
possible date and ultimately have at least 20 sites open and
enrolling patients. The process of initiating sites is elongated
due to the compliance requirements allowing for an exception to
informed consent. The review process of the institutional review
board has begun at a number of sites. The Company is engaged
with a number of sites in coordinating the process of informing
the relevant community and seeking their response. This upfront
time of obtaining community input as well as institutional
review board approval has historically taken between six weeks
at the earliest and over six months at the longest before the
first patient is enrolled. Once the trial receives local
approval, Northfield's goal is to enroll one patient per week at
each site.

The Company has also submitted a request for Special Protocol
Assessment for its approved civilian trauma trials. SPA
represents an acknowledgement and confirmation of a mutual
agreement between the sponsoring company and FDA that successful
completion of a clinical trial will form the basis for product
approval. If agreement is reached, FDA reduces the agreement to
writing and makes it part of the administrative record.

On March 5, 2003, the Company received additional comment
regarding special protocol assessment relating to certain
administrative and procedural details.  It is currently working
to complete the final negotiations for special protocol
assessment with FDA to solidify its regulatory program. It also
intends to request that PolyHeme be designated as a fast track
product. It may then be possible for certain portions of its
Biologics License Application to be accepted for review prior to
completion of its proposed clinical trial, a so-called "rolling
BLA." In parallel with its approved civilian trauma trials, it
is currently developing a treatment Investigational New Drug
application with the U.S. Army.

The FDA regulatory process is subject to significant risks and
uncertainties. The nature, timing and costs of the efforts
necessary for Northfield to obtain regulatory approval for
PolyHeme, and the timing of any future revenues from the
commercial sale of PolyHeme, cannot therefore be reasonably
estimated at this time because of the current regulatory status
of PolyHeme.

The Company's success will depend on several factors, including
its ability to obtain FDA regulatory approval of PolyHeme and
its manufacturing facilities, obtain sufficient quantities of
blood to manufacture PolyHeme in commercial quantities,
manufacture and distribute PolyHeme in a cost-effective manner,
enforce its patent positions and raise sufficient capital to
fund these activities. Northfield Laboratories has experienced
significant delays in the development and clinical testing of
PolyHeme. It cannot ensure that it will be able to achieve these
goals or that it will be able to realize product revenues or
profitability on a sustained basis or at all.

Additionally, Northfield Laboratories Inc., reported no revenues
for either of the three-month periods or nine-month periods
ended February 28, 2003 or 2002. From Northfield's inception
through February 28, 2003, it has reported total revenues of
$3,000,000, all of which were derived from licensing fees.

Operating expenses for the third fiscal quarter ended
February 28, 2003 totaled $2,949,000, an increase of $190,000
from the $2,759,000 reported in the third quarter of the fiscal
2002. Measured on a percentage basis, operating expenses in the
third quarter of fiscal 2003 increased by 6.9%. The difference
was due primarily to higher costs for executive recruiting and
scientific consulting services. The Company is currently seeking
to recruit a new vice president of regulatory affairs and vice
president of clinical affairs. Until these positions are filled,
the Company expects the duties of these officers will be
performed by other Northfield officers and by outside
consultants.

For the nine-month period ended February 28, 2003, operating
expenses totaled $9,108,000, or $422,000, or a 4.9%, increase
from the $8,686,000, of operating expenses incurred during the
nine-month period ended February 28, 2002. The majority of the
expense increase occurred in the general and administrative
category and is attributable to the proxy contest in connection
with the 2002 annual meeting of shareholders.

Research and development expenses for the third quarter of
fiscal 2003 totaled $2,203,000, an increase of $27,000, or 1.2%,
from the $2,176,000 reported in the third quarter of fiscal
2002. Higher expenses were recognized during the third quarter
of fiscal 2003 for executive recruiting and scientific
consulting services.

Research and development expenses for the nine-month period
ended February 28, 2003 totaled $6,472,000, a decrease of
$263,000, or 3.9%, from the $6,735,000 reported in the
comparable prior year period. Increased expense for the purchase
of manufacturing supplies were offset by larger decreases in
compensation costs and expenses related to clinical trials from
those incurred in the prior year period. These additional costs
were incurred as Northfield builds a supply of PolyHeme for use
in its recently approved civilian trauma trial.

The Company anticipates that research and development expenses
will increase moderately in the fourth quarter of fiscal 2003.
Additional costs are being planned for the civilian trauma
trials, including third party clinical monitoring,
biostatistical analysis, report preparation and continued
expansion of the manufacturing organization. The Company is
currently soliciting clinical sites to participate in its
upcoming trials. Once the sites are cleared to enroll patients,
Northfield expects that the related study costs will increase
significantly starting in the first and second quarters of
fiscal 2004. It estimates that the total study costs for its
civilian trauma trials will be approximately $15,000,000.

General and administrative expenses in the third quarter of
fiscal 2003 totaled $746,000 compared to expenses of $583,000 in
the third quarter of 2002, representing an increase of $163,000,
or 28.0%. This increase was due primarily to increased patent,
public relations and directors and officers insurance costs.

General and administrative expenses for the nine-month period
ended February 28, 2003 totaled $2,635,000, representing an
increase of $684,000, or 35.1%, from general and administrative
expenses incurred during the nine-month period ended February
28, 2002. Virtually all of the $684,000 variance is attributable
to expenses related to the proxy contest in connection with the
2002 annual meeting and increased expenses for directors and
officers insurance.

Net loss for the third quarter ended February 28, 2003 was
$2,905,000, compared to a net loss of $2,591,000, for the third
quarter ended February 28, 2002. The increase in the net loss
per basic share is primarily the result of costs relating to
increased purchases of manufacturing supplies, recruiting costs
and lower interest income.

The nine-month net loss for the period ended February 28, 2003
totaled $8,926,000, compared to a net loss of $7,947,000, for
the nine-month period ended February 28, 2002, and is the result
of the expenses related to the proxy contest in connection with
the 2002 annual meeting of shareholders and lower interest
income.

From Northfield's inception through February 28, 2003, it has
used cash for operating activities and for the purchase of
property, plant, equipment and engineering services in the
amount of $106,527,000. For the nine-month periods ended
February 28, 2003 and 2002, these cash expenditures totaled
$8,929,000 and $7,994,000, respectively. The increased net loss
for the first nine months of fiscal 2003 compared to the
comparable prior year period resulted in higher cash
utilization.

Northfield Laboratories has had recurring losses since inception
and expects that significant additional expenditures will be
required to successfully commercialize PolyHeme. It has financed
research and development and other activities to date primarily
through the public and private sale of equity securities and, to
a more limited extent, through the licensing of product rights.
As of February 28, 2003, it had cash and marketable securities
totaling $9,488,000.

Management believes existing capital resources will be adequate
to satisfy current operating requirements and maintain existing
pilot manufacturing plant and office facilities for
approximately the next six to nine months. It will require
substantial additional capital to continue operations beyond the
next six to nine months and to conduct planned clinical trials.
The Company's current cash position therefore raises substantial
doubt regarding its ability to continue as a going concern.

Northfield is actively pursuing additional financing to fund
continued operations, including its planned civilian trauma
trials. It may issue additional equity or debt securities to the
public or in private placement transactions. It may also enter
into collaborative arrangements with strategic partners, which
could provide it with additional funding or absorb expenses it
would otherwise be required to pay. Any one or a combination of
these sources may be utilized to raise the required funding.
Business or market conditions may not be favorable, which could
delay or prevent Northfield from raising additional capital or
entering into a collaborative arrangement. If unable to obtain
additional capital or enter into a collaborative arrangement,
the Company may be required to curtail its product development
and other activities and may be forced to cease operations.


NORTHWESTERN CORP: S&P Cuts Corp. Credit Rating to B from BB+
-------------------------------------------------------------
Standard & Poor's Rating Services lowered its corporate credit
rating on NorthWestern Corp., to 'B' from 'BB+'.

The rating remains on CreditWatch with negative implications.
Sioux Falls, South Dakota-based NorthWestern has about $1.7
billion in outstanding debt.

The rating action is the result of NorthWestern's very poor
financial performance for the fourth quarter of 2002 and the
year as a whole, the company's $890 million write-off associated
with the company's nonregulated businesses, low forecast cash
flow coverages, and poor financial flexibility.

"The rating action is the culmination of the continued problems
associated with the company's Expanets Inc. and Blue Dot Inc.
subsidiaries, resulting in an $890 million write-off and also
resulting in anemic funds from operation interest coverage
ratios for the next several years. The utility operations are
the primary source of dependable cash flow and must shoulder the
vast majority of the debt burden as well as fund utility capital
expenditures," said Standard & Poor's credit analyst Peter
Otersen.

Standard & Poor's also said that it is concerned about the
company's ability to pay preferred dividends. This is the reason
that the company remains on CreditWatch with negative
implications.

Furthermore, even though NorthWestern intends to divest or
dispose of its noncore assets, Standard & Poor's is concerned
about management's ability to execute this plan in a timely
manner. Funds from operations in the fourth quarter were
significantly lower than management had previously forecasted.

The company's financial flexibility is constrained, and Standard
& Poor's does not believe the company could issue additional
equity given its low stock price. The company is looking to
asset sales to help improve its liquidity and to reduce debt.


NUWAY MEDICAL: Fails to Comply with Nasdaq Listing Requirements
---------------------------------------------------------------
NuWay Medical, Inc., (Nasdaq: NMED) received a Nasdaq Staff
Determination on April 17, 2003 indicating that the Company
fails to comply with the marketplace rules requiring the filing
of its annual report for the period ending December 31, 2002 as
required for continued listing as set forth in Marketplace Rule
4310(C)(14). Additionally, the Staff Determination indicated
that the Company failed to comply with Marketplace Rules
4350(i)(1)(A), 4350(i)(1)(B) and 4350(i)(1)(D)(ii) requiring the
Company to obtain shareholder approval before (i) registering a
plan in which shares could be issued to officers or directors,
(ii) issuing shares that result in a change in control, and
(iii) issuing shares equal or greater than 20 percent of the
then outstanding common stock. Because of this Staff
Determination, the Company's securities are subject to delisting
from the Nasdaq SmallCap Market.

The Company has requested a hearing before a Nasdaq Listing
Qualifications Panel to review the Staff Determination. The
Qualifications Panel will notify the company of the time and
date of the formal hearing. There can be no assurance the Panel
will grant the Company's request for a continued listing.

Company President Dennis Calvert states, "We look forward to
filing the Company's 10k for 2002 within the next few weeks and
meeting with the Qualifications Panel to review the facts and
circumstances related to the remaining outstanding issues.
Management intends to work to promote the interests of its
shareholders to preserve its Nasdaq SmallCap listing, which may
include obtaining shareholder approval to properly consummate
and document the transactions. While the agreements have been
executed, the shares related to the note conversion as stated in
the Company's most recent 8-k filing dated April 10, 2003, will
not be formally delivered by the Company until such
determinations can be made. Shareholder support for the
company's new direction has been extremely positive and the
Company's decision to convert to common stock a $1,120,000 note
which was coming due in June of this year, was a necessary
business decision in light of all alternatives."

                          *    *    *

                   Going Concern Uncertainty

The Company has accumulated net losses of $14,032,144 through
September 30, 2002, and has a history of deficiency of operating
cash flows and losses from operations. These factors create an
uncertainty about the Company's ability to continue as a going
concern. Management of the Company is developing a plan to
reduce current liabilities, reduce expenses, raise additional
capital, and considering the sale of certain oil well assets to
generate sufficient cash to sustain operating overhead. In
addition, the Company is exploring other business ventures they
anticipate will be profitable. The financial statements do not
include any adjustments that might be necessary if the company
is unable to continue as a going concern.


OGLEBAY NORTON: Based on Bank Talks, Net Worth Exceeds $98 Mill.
----------------------------------------------------------------
Information obtained from http://www.LoanDataSource.comshows
that Oglebay Norton Company is a party to two syndicated loan
agreements:

   (1) an Amended and Restated Credit Agreement dated as of
       April 3, 2000 (amended as of June 30, 2001, November 9,
       2001, December 24, 2001, and October 23, 2002); and

   (2) a Loan Agreement dated as of April 3, 2000 (also
       amended as of June 30, 2001, November 9, 2001, December
       24, 2001, and October 23, 2002) with a consortium of
       lenders comprised of:

          * KEYBANK NATIONAL ASSOCIATION
          * BANK ONE, NA
          * THE BANK OF NOVA SCOTIA
          * COMERICA BANK
          * BANK OF AMERICA, N.A.
          * HARRIS TRUST AND SAVINGS BANK
          * THE HUNTINGTON NATIONAL BANK
          * GE CAPITAL CFE, INC.
          * NATIONAL CITY BANK
          * JPMORGAN CHASE BANK
          * FIFTH THIRD BANK
          * U. S. BANK, NATIONAL ASSOCIATION
          * FLEET NATIONAL BANK
          * BRANCH BANKING & TRUST CO.

The amendments required Oglebay to comply with six key financial
covenants at March 31, 2003:

   (a) Oglebay agreed that its Leverage Ratio would not exceed
       6.50 to 1.00;

   (b) Oglebay promised that the ratio of (x) Total Senior
       Funded Indebtedness to the extent such Indebtedness is a
       secured obligation (but excluding for purposes hereof,
       the Indebtedness evidenced by the 2002 Senior Secured
       Fund Notes) to (y) Consolidated Pro-Forma EBITDA would be
       no greater than 3.75 to 1.00;

   (c) Oglebay covenanted that its ratio of (x) Consolidated
       Pro-Forma EBITDA to (y) Consolidated Pro-Forma Interest
       Expense (less non cash amortized financing and FAS 133
       costs to the extent included in Consolidated Pro-Forma
       Interest Expense in accordance with GAAP) would be less
       than 1.47 to 1.00;

   (d) Oglebay agreed that the ratio of (x) Consolidated Pro-
       Forma Cash Flow to (y) Consolidated Pro-Forma Fixed
       Charges (excluding from Pro-Forma Fixed Charges for
       purposes of calculating compliance with this covenant,
       amounts payable with respect to the Revolving Loans and
       the Term Loans (as defined in the Loan Agreement) would
       be no less than 0.95 to 1.00;

   (e) Consolidated Net Worth wasn't supposed to fall below
       $98,643,000; and

   (f) Consolidated Pro-Forma EBITDA was supposed to exceed
       $65,000,000 for the quarter ending March 31, 2003.

One or more of the four ratio tests and/or the earnings covenant
were blown.  Oglebay returned to the Bank Group and has secured
another waiver.  The company explained that the waiver is
necessary because of anticipated weaker than expected results
due to poor weather conditions late in the first quarter,
particularly in the Southeast and Great Lakes region.

The approved waiver resets all covenant restrictions for 60
days, except the covenant relating to net worth, and provides
the company with access to $4 million of committed, but reserved
funds. The waiver becomes effective from the time of any
potential breach and continues through June 15, 2003.

Compilation of first quarter results has not yet been completed.
Management expects to report results in accordance with its
published schedule on April 30, 2003.

Oglebay Norton Company, a Cleveland, Ohio-based company,
provides essential minerals and aggregates to a broad range of
markets, from building materials and home improvement to the
environmental, energy and metallurgical industries. Building on
a 149-year heritage, our vision is to be the best company in the
industrial minerals industry. The company's Web site is located
at http://www.oglebaynorton.com


OSE USA: Will Shut Down US Manufacturing Facilities by June 30
--------------------------------------------------------------
OSE USA, Inc., (OTCBB:OSEE) announced that its US manufacturing
facilities will be phased out over the next 60 days and will be
shut down permanently on or before June 30, 2003. Approximately
100 employees in total will be affected.

OSE USA Chairman and Chief Executive Officer Edmond Tseng
stated: "While our distribution segment has continued to be
profitable, the Company's manufacturing segment has posted
significant net losses since 1997 and especially during the
recent years of general decline in the technology sector. In an
attempt to achieve profitability for the manufacturing segment,
the management team has reduced overall headcount by a
significant amount, reduced executive staff, cut overhead costs,
and gradually increased time off among remaining employees.
Unfortunately, the manufacturing segment continues to lose
substantial sums each year, and these losses are no longer
sustainable."

During the interim period, the Company will fill final customer
orders and work in progress. Tseng stated further: "Company
officers will meet with our customers to explain the planned
shut down and how they will be affected, work with certain
customers to transition selected production to our Taiwanese and
Philippine affiliates, and continue manufacturing operations for
a sufficient period to give our other customers sufficient time
to close out their production with us and to find alternative
packaging suppliers. The business activities of the distribution
segment conducted under our subsidiary company OSE, Inc., will
be continued."

Founded in 1992 and formerly known as Integrated Packaging
Assembly Corporation, OSE USA, whose December 2002 balance sheet
shows a total shareholders' equity deficit of about $37 million,
has been the nation's leading onshore advanced technology IC
packaging foundry. In May 1999, OSE Limited, one of Taiwan's top
IC assembly and packaging services companies, acquired
controlling interest in IPAC, boosting its US expansion efforts.
The Company entered the distribution segment of the market in
October 1999 with the acquisition of OSE, Inc. In May 2001 IPAC
changed its name to OSE USA, Inc., to reflect the company's
strategic reorganization.

For more information, visit OSE USA's Web site at:
http://www.ose-usa.com


OVERHILL FARMS: Clinches Senior Debt Refinancing Transaction
------------------------------------------------------------
Overhill Farms, Inc., (Amex: OFI) has completed the refinancing
of its senior debt.

Pleasant Street Investors, LLC, an affiliate of Levine Leichtman
Capital Partners II, L.P., has acquired the senior secured loans
previously made by Union Bank of California, and Pleasant Street
and the Company have amended and restated the Union Bank loan
agreement on mutually acceptable terms and conditions. The new
senior facility provides for term loans which increase the
Company's loan availability from approximately $13 million to
$22 million. LLCP is the Company's secured senior subordinated
creditor.

The new financing will have an immediate positive effect on the
Company's operations. Under its previous asset-based loan
facility, the Company's borrowing base was significantly reduced
over the past several months, restricting its ability to
capitalize on Overhill's recent plant consolidation and to
develop new business.

According to James Rudis, the Company's Chairman and Chief
Executive Officer, "This new financing comes at a very important
time for the Company. In spite of a difficult economy, and the
negative impact the events of September 11 had on the Company's
airline business, Levine Leichtman and its affiliate have met a
need many traditional investors were unwilling to face."

The Company indicated that the new financing provides increased
flexibility and includes new financial covenants to reflect the
Company's current business climate, including special provisions
in the event that American Airlines seeks protection under
federal bankruptcy laws now or in the near future. Rudis stated,
"We are obviously pleased that business with our long-term
airline customer will continue uninterrupted. However, we have
tried to structure the new financing realistically to protect
the Company from future uncertainties."

Rudis further stated, "We are pleased to be continuing and
expanding what has been a good relationship with LLCP over the
past three plus years. We look forward to realizing the benefits
of our new state-of-the-art facility and working towards
increasing our penetration into fast growing food market
segments."

Overhill Farms has nationwide operations in the frozen food
industry. Overhill Farms' December 29, 2002 balance sheet shows
that its total current liabilities exceeded its total current
assets by about $24 million.


PACIFIC CROSSING: Pivotal Private to Buy Assets for $63 Million
---------------------------------------------------------------
Pivotal Private Equity has signed an Asset Purchase Agreement to
acquire the assets of Pacific Crossing Ltd. and its subsidiaries
for $63 million. PCL, a former subsidiary of Global Crossing,
operates the PC-1 fiber optic telecommunications network
connecting Japan with the United States. The network, which will
be acquired from Pacific Crossing Limited, PC Landing Corp.,
Pacific Crossing UK Ltd. and PCL Japan Ltd., was completed in
2000 at a cost of more than $1.35 billion and provides a variety
of voice, Internet and data communications services. PCL and its
subsidiaries filed for Chapter 11 protection with the U.S.
Bankruptcy Court for the district of Delaware on July 19, 2002.

According to papers filed Monday, PCL has requested approval of
procedures to govern the sale of its assets to Pivotal Telecom,
LLC, an entity formed by Pivotal Private Equity for the purpose
of acquiring the PCL system, or to a higher bidder. PCL has
requested that the bankruptcy court schedule an open auction for
qualified bidders on May 21, 2003, and a hearing to approve the
winning bidder on May 28, 2003. The transaction is scheduled to
close by year-end.

"PC-1 is a critical component of Global Crossing's worldwide
telecommunications system that has been underutilized," said
Jahm Najafi, chief executive officer of Pivotal Private Equity.
"This acquisition is key to our strategy of investing in
undervalued telecom assets. With PC-1, we will be able to
immediately provide carrier-neutral services to customers and
offer Asian-based carriers gateway access to the U.S.

"Considering the current global economic recession, it is clear
that previous estimates of bandwidth growth were overstated,"
Najafi said. "While we don't expect exponential increases in
demand over the next couple of years, the outlook for long-term
growth, especially from Japan, China and South Korea, is
particularly strong. There's no question that the demand for
corporate communications and Internet access is growing
significantly in the Pacific Rim."

Pacific Crossing Ltd., and its subsidiaries operate the PC-1
undersea fiber optic cable system. The PC-1 system, which
represented the state-of-the-art in subsea cable installations
when it was commissioned, is a self-healing fiber optic
telecommunications network with a bi-directional design capacity
of 640 gigabytes per second and is approximately 20,900
kilometers or 12,500 miles in length. The system has landing
stations in Grover Beach, Calif.; Harbour Pointe, Wash.;
Ajigaura, Japan; and Shima, Japan, and currently operates at a
capacity of 180 Gbps.

For more information about Pacific Crossing Ltd. or the proposed
sale process, please contact the PCL offices at 214/451-6919,
fax 214/451-6999.

Phoenix-based Pivotal Private Equity is a provider of equity for
middle market corporate acquisitions, recapitalizations of
turnaround and underperforming companies, as well as growth
capital financings primarily in telecommunications, energy,
manufacturing, consumer products and leisure industries.

The firm is a wholly owned subsidiary of Pivotal Group, an
institutionally based diversified real estate investment and
development firm widely recognized for its ability to create
high-quality resort, residential and business environments.
Major acquisitions by Pivotal Group include Ritz-Carlton,
Phoenix; Century Plaza Hotel & Spa, Los Angeles; St. Regis
Hotel, Los Angeles; and Red Mountain Spa, St. George, Utah.

For more information about Pivotal Group and Pivotal Private
Equity, visit http://www.pivotalgroup.com


PHILIP MORRIS: Files Post-Judgment Motion in Price Lawsuit
----------------------------------------------------------
Philip Morris USA asked Madison County Circuit Court Judge
Nicholas Byron to overturn the $10.1 billion verdict he issued
in the Price class action lawsuit on March 21, or significantly
reduce the amount of damages he awarded.

In Monday's filing, the company listed numerous reasons why the
Illinois state Court should reverse itself and enter a judgment
for Philip Morris USA, grant the company a new trial, modify its
judgment or reduce the damages.

"Simply put, the Price verdict is contrary to the Illinois
consumer fraud law and conflicts with federal laws governing the
advertising, marketing and sale of cigarettes," said William S.
Ohlemeyer, Philip Morris USA vice president and associate
general counsel.

"The company is asking the trial Court to take what it believes
to be the legally correct action; set this verdict aside or at
least dramatically reduce the damages awarded to an amount that
is in line with the evidence presented in the case," he added.

Judge Byron, following a bench trial, awarded $7.1 billion in
compensatory damages and $3 billion in punitive damages to an
estimated 1.1 million class members who claimed they had been
misled into believing "light" cigarettes were less harmful than
full-flavored cigarettes.

The verdict includes $1.77 billion in fees for the plaintiffs'
attorneys, and $2 billion in prejudgment interest on the
compensatory damages award. The company said even if the Court
believed damages were warranted, they should be in the millions,
rather than billions, of dollars, and state law does not permit
prejudgment interest in this type of case.

"The claims in this case were brought under the Illinois
Consumer Fraud Act, and under that law an individual or company
cannot be held liable for any 'action or transaction
specifically authorized by laws administered by any regulatory
body or officer acting under statutory authority' of the United
States.

"Clearly, every pack of Marlboro Lights and Cambridge Lights
purchased by consumers in the state of Illinois for the past 30
years was marketed, advertised and sold in accordance with
congressionally-mandated laws," Ohlemeyer said.

"In this case, the Court has erroneously declared that conduct
permitted by federal law is nevertheless unlawful in Illinois.
This verdict ignores the doctrine of federal preemption and
interferes with Congress' uniform, comprehensive, nationwide
regulation of cigarette marketing practices.

"The bottom line is that this Court may not declare unlawful, or
impose liability based upon, cigarette marketing practices that
are regulated by federal law," he added.

"As to claims that plaintiffs believed the cigarettes to be less
hazardous, every package of Marlboro and Cambridge Lights sold
in the United States has carried the same health warnings
Congress says must appear on all cigarette packs and
advertising, and the company never marketed them as a less
hazardous alternative to full-flavored cigarettes.

"The issues that this court attempted to decide are national in
scope and governed by federal laws and regulations. It is not
appropriate for a state judge to substitute his judgment on
these issues for those of the Congress and the U.S. Federal
Trade Commission," Ohlemeyer said.

Ohlemeyer also noted that the FTC is currently considering many
of the same issues involved in this case, and he said the
company has made information about "Lights" cigarettes
available, including on its website and through the use of a
free-standing insert and a package onsert.

Other courts, including the U.S. Supreme Court, have ruled that
the federal labeling law prohibits states from requiring
additional warnings, including those suggested by the plaintiffs
in the Price case, and determined that the current warnings are
sufficient, as a matter of law, to notify consumers of the
potential health hazards of smoking.

"We are hopeful that Judge Byron will reconsider his earlier
decision and vacate this verdict, but if not, Philip Morris USA
is prepared to take prompt action necessary to expedite its
appeal, up to and including the U.S. Supreme Court," Ohlemeyer
said.


PICCADILLY CAFETERIAS: Expecting to Close 17 Cafeterias by July
---------------------------------------------------------------
Piccadilly Cafeterias, Inc. (AMEX:PIC) has made significant
progress in negotiations with the landlords of certain of the
Company's low-volume operating properties and other surplus
properties. A consulting firm that the Company previously
announced it had engaged has led the renegotiation efforts.

As a result of these efforts, the Company expects to close 17
cafeterias with most of these closings expected to occur in the
Company's fourth quarter ending July 1, 2003. The 17 cafeterias
that the Company expects to close generated net losses of $2.9
million, including $0.6 million of depreciation expense, on net
sales of $18.4 million for the 12 months ended April 1, 2003. In
addition to the expected cafeteria closings, the Company also
expects to terminate 12 of the related leases. The remaining
lease life of these 17 cafeterias was three years on average.
The Company also expects to terminate the leases associated with
three properties not used for cafeteria operations. The Company
expects to record closing costs in its fourth quarter of
approximately $4.3 million for these cafeteria closings and
lease terminations.

The Company's Chief Executive Officer, Ronald A. LaBorde,
commented, "Some of our cafeterias, particularly those in
regional shopping malls, have been adversely affected by
downturns in retail shopping activity. We are pleased with our
progress to date renegotiating the lease terms of many of these
cafeterias. We will continue to search for measures to improve
our operating performance. These measures will include both
continued negotiations with landlords of other low-volume
cafeterias and other operating efficiency initiatives. While
improving operating efficiency is always a focus, improving
guest traffic is our number one priority."

As reported in Troubled Company Reporter's February 20, 2003
edition, Standard & Poor's Ratings Services lowered its
corporate credit rating on Piccadilly Cafeterias Inc. to 'B-'
from 'B' based on the company's weak operating performance.

Baton Rouge, La.-based Piccadilly had $36.5 million of debt
outstanding at Dec. 31, 2002. The outlook is negative.


POLAROID: Disclosure Statement Hearing to Continue on May 29
------------------------------------------------------------
Polaroid Corporation, its debtor-affiliates, and the Official
Committee of Unsecured Creditors agree to extend the deadline to
file objections to the Disclosure Statement from April 8, 2003
to May 22, 2003 for the Securities and Exchange Commission, the
Office of the U.S. Trustee and the Pension Benefit Guaranty
Corporation.

Accordingly, the Court continues the hearing on the adequacy of
the Disclosure Statement to May 29, 2003 at 1:30 p.m. (Polaroid
Bankruptcy News, Issue No. 36; Bankruptcy Creditors' Service,
Inc., 609/392-0900)

Polaroid Corporation's 11.500% bonds due 2006 (PRDC06USR1) are
trading at about 6 cents-on-the-dollar, says DebtTraders. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=PRDC06USR1
for real-time bond pricing.


PREMCOR INC: Inks Pact to Sell Hartford Refinery Assets for $40M
----------------------------------------------------------------
Premcor Inc. (NYSE: PCO) has signed a memorandum of
understanding to sell certain of the processing units and
ancillary assets at its 70,000 barrel-per-day Hartford, Illinois
refinery to ConocoPhillips for $40 million. The sale is subject
to the execution of a definitive purchase and sale agreement and
other conditions. Premcor will record a pretax charge of $16.6
million related to the transaction in the first quarter ended
March 31, 2003.

Thomas D. O'Malley, Premcor's Chairman and Chief Executive
Officer, said, "After making the difficult, but necessary,
decision to cease refining operations at our Hartford refinery,
we are pleased to enter into a transaction that will preserve
jobs and refining capacity in the Midwest. We are comfortable
placing Hartford in the hands of ConocoPhillips, a major
integrated oil company with a long history of operating
refineries responsibly."

O'Malley continued, "The $16.6 million restructuring charge
includes $9.0 million to reduce the refining assets from their
carrying value of $49 million to the $40 million sales price,
$4.6 million for the value of certain terminal assets included
in the sale, and $3.0 million for other ancillary costs. We plan
to continue to operate the Hartford terminal facility to
accommodate our wholesale petroleum product distribution
business, and we are carrying the remaining Hartford terminal
assets on our books at what we believe to be their economic
value."

Premcor Inc., is one of the largest independent petroleum
refiners and marketers of unbranded transportation fuels and
heating oil in the United States.

As reported in Troubled Company Reporter's December 4, 2002
edition, Fitch Ratings affirmed the ratings of Premcor USA,
Premcor Refining Group and Port Arthur Finance Corp., in the
low-B ranges.  Fitch says the Rating Outlook for the debt of
PUSA, PRG and PAFC remains Positive.


RADIANT ENERGY: Expects to File Late Reports by May 20, 2003
------------------------------------------------------------
Radiant Energy Corporation (TSX Venture: YRD), in accordance
with OSC Policy 57-603, announced that management continues to
anticipate filing its audited results for the fiscal year ended
October 31, 2002 and its unaudited results for the three months
ended January 31, 2003 before or on May 20, 2003.

The late filing of the Financial Statements was due primarily to
insufficient working capital to fund the audit by the filing
date. To date the Company has raised $98,600 in it's previously
announced private placement of common shares at $0.10 per common
share. The amounts raised were sufficient to commence the audit
of the financial statements for the year ended October 31, 2002.
The Company continues to take steps to raise equity by way of a
private placement and is also investigating other means of
generating working capital.

Should the Company fail to file its financial statements on or
before May 20, 2003, the Ontario Securities Commission will
impose a cease trading order that all trading in the securities
of the Company cease for such period specified in the cease
trading order.

In accordance with OSC Policy 57-603, the Company intends to
satisfy the provisions of the alternate information guidelines
so long as it remains in default of its financial statement
filing requirements.

                         *     *     *

As reported in Troubled Company Reporter's April 9, 2003
edition, the Company announced that interest of US$44,600 due
April 4, 2003 on the 7.75% Unsecured Series A Convertible
Debenture was not paid and that the Company plans to seek
agreement with the debenture holders that the debentures are not
deemed to be due and payable. The Company further noted that the
interest payment that was due October 4, 2002 had not been paid
and continues to be outstanding.


REPUBLIC TECH: Requests for Payment of Admin Claims Due April 29
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Ohio
directs all creditors of Republic Technologies International,
LLC, and its debtor-affiliates to file their requests for
payment of administrative expenses against the Debtors' estates
by the later of April 30, 2003, or thirty days after the date
when the claim becomes due and payable.

All requests for payment of administrative expense claims must
be received by the Clerk of the Bankruptcy Court before 4:00
Eastern Time on April 30 or 30 days after the date on which the
claim becomes due. Claims must be addressed to:

        The United States Bankruptcy Court
        Clerk of Court
        455 U.S. Courthouse
        2 South Main Street
        Akron, Ohio 44308

Requests for payment need not be filed if they are on account
of:

        1. Requests for allowance of compensation and
           reimbursement of expenses of professionals;

        2. Administrative expenses paid in the ordinary course
           of the Debtors' operations;

        3. Claims of the Office of the U.S. Trustee; and

        4. Any administrative expense previously approved by an
           Order of the Court.

For additional information regarding the filing of an
Administrative Expense claim, contact the Debtors' Counsel by
telephone at 216-348-5400; by telecopier at 216-348-5474; by
email at msalerno@mcdonaldhopkins.com; or by writing at McDonald
Hopkins Co., L.P.A., 2100 Bank One Center, 600 Superior Avenue,
East, Cleveland, Ohio 44114-2653, Attn: Matthew A. Salerno, Esq.

Republic Technologies International, prior to filing for
Bankruptcy protection on April 2, 2001 (Bankr. N.D. Ohio Case
No. 01-51117), was the nation's largest producer of high-quality
steel bars. Shawn M. Riley, Esq., Matthew A. Salermo, Esq., and
R. Christopher Salata, Esq., at McDonald Hopkins Co, L.P.A.
represent the Debtors in their liquidating efforts.


RESOURCE AMERICA: Recapitalizes Evening Star Building Loan
----------------------------------------------------------
Resource America, Inc., (Nasdaq:REXI) has entered into a Letter
of Intent with WestWind Capital Partners LP, on behalf of KanAm
Grund Kapitalanlagegesellschaft MBH, to recapitalize the
Company's loan position in the Evening Star Building, one of its
largest assets. After expenses of the transaction, Resource
America, Inc. will realize proceeds of approximately $30 million
in cash, and retain a loan receivable of approximately $15.5
million secured by the remaining equity of Evening Star
Associates LP, the owner of the property. As of September 30,
2002, the end of the Company's last fiscal year, the carrying
value of the Company's interest in the Evening Star loan was
$36.1 million.

The Letter of Intent, also entered into by Evening Star
Associates LP, calls for execution of a formal purchase
agreement subject to certain customary conditions of closing.
The Evening Star Building is a 218,000 SF Class A office
building located in Washington, DC. The total value utilized for
this recapitalization of the property is $107.5 million. As of
September 30, 2002, the property was appraised at $98.5 million.
After the closing, the Company will continue to manage the
property. Lazard Freres & Co. acted as advisor to the Company.

Alan Feldman, Senior Vice President - Real Estate, of Resource
America, Inc. commented, "That this transaction will not only
allow Resource America, Inc. to monetize a substantial part of
its investment relating to the Evening Star loan, but will also
facilitate Resource America, Inc.'s effort to develop its
proprietary asset management model and have the opportunity to
work with WestWind, one of the leading investors in Class A
office properties in the United States."

Steve McCarthy, Managing Director of WestWind, stated, "The
Evening Star Building transaction represents an outstanding
opportunity for KanAm to continue its strategy of class-A office
investment in the US's strongest office market with a strong
operating partner, Resource America, Inc."

Resource America, Inc. is a proprietary asset management company
that uses industry-specific expertise to generate and administer
investment opportunities for our own account and for outside
investors in the energy, real estate and equipment leasing
industries. For more information, please visit the Company's Web
site at http://www.resourceamerica.com

KanAm Grund is an open-ended fund manager based in Frankfurt,
Germany. Since its inception in late 2001, KanAm Grund has
invested EURO 425 million of equity in an international
portfolio of EURO 750 million across Paris, London, Luxemburg,
Washington and Northern Virginia. Other Washington area
investments held by KanAm Grund include 810 Seventh Street in
the East end and Commonwealth Tower in Rosslyn, Virginia.

WestWind Capital Partners is a private investment advisory firm
with offices in Munich, Frankfurt and Atlanta. Founded in 2000,
WestWind has completed over $2.0 billion in transactions for the
KanAm Group as well as other third party investors.

As reported in Troubled Company Reporter's February 19, 2003
edition, Standard & Poor's Ratings Services placed the 'B'
ratings of oil and gas exploration and production company
Resource America Inc., on CreditWatch with negative implications
following the announcement of Resource's proposed $65 million
debt refinancing and $30 million note offering.

Philadelphia, Pa.-based Resource has $115 million worth of
senior notes rated by Standard & Poor's.

"The CreditWatch listing speaks to the uncertainty of a
successful offering; Resource's previous attempt at capital
market access in August met with difficulty," noted Standard &
Poor's credit analyst Paul B. Harvey. "Proceeds from the
proposed $30 million note offering are expected to be used to
pay fees associated with the extension of the $65 million
unsecured notes' maturity date to 2008. The notes are scheduled
to mature in 2004," he continued.


SAGENT TECHNOLOGY: Resolves Events of Default Under $7-Mil. Loan
----------------------------------------------------------------
CDC Software Corporation, a subsidiary and software unit of
chinadotcom corporation (Nasdaq: CHINA) --
http://www.corp.china.com-- has closed upon a settlement
agreement with Sagent Technology, Inc. (Nasdaq: SGNT), with
respect to the occurrence of certain events of default under
Sagent's US$7 million asset-based senior secured loan to CDC
Software. CDC Software has been repaid in full together with an
agreed upon sum related to the termination of its warrants and
other rights. As a result of this settlement, mutual releases
have been exchanged and all litigation between CDC Software and
Sagent has been discontinued.

CDC Software is the software unit of chinadotcom corporation
(Nasdaq: CHINA), a leading integrated enterprise solutions
company in Asia. CDC Software integrates a series of
chinadotcom's self-developed products developed in the two
software development centers in China, which include PowerBooks,
PowerHRP (Human Resources and Payroll), PowerATS (Attendance
Tracking System), Power-eHR, PowerPay+, PowerCRM and Power eDM
(a double-byte e-mail marketing technology). In addition, the
company also broadens its serving offerings in software arenas
by establishing strategic partnerships with leading
international software vendors to localize and resell their
software products in the Greater China region.

chinadotcom's software arm currently has 600+ enterprise
software customers in the Asia Pacific region with over 1,000
installations. Selected multinational and domestic customers
include ACNeilsen, Carrefour, Legend Computer, Microsoft (China)
Co., Ltd., Shenzhen Airlines, Swire Beverages and Shangri La
Hotels and Resorts.

For more information about chinadotcom corporation and CDC
Software, please visit the Web site http://www.corp.china.com


SAMUELS JEWELERS: March 31 Net Capital Deficit Widens to $27MM
--------------------------------------------------------------
Net sales of Samuels Jewelers for the nine months ended March 1,
2003 were $85.6 million, a decrease of $14.7 million, or 14.7%,
as compared to net sales of $100.3 million for the nine months
ended March 2, 2002. This decrease was primarily due to the
closure of 36 under-performing stores after the 2001 Christmas
selling season. Equivalent store weeks were 4,839 for the nine
months this year as compared to 6,028 for the nine months last
year. Equivalent weekly sales decreased to $17.7 thousand for
the nine months ended March 1, 2003 as compared to $20.0
thousand for the nine months ended March 2, 2002. This 11.5%
decrease in equivalent weekly sales is primarily due to
increased sales in the prior year that were the result of store
closing sales held at 36 under-performing stores during the 2001
Christmas selling season. Comparable store sales (the 122 stores
open for the same period in both the current and preceding year)
increased to $83.1 million during the nine months this year as
compared to $82.4 million for the same period last year, an
increase of $0.7 million, or 0.8%. This increase is primarily
the result of the Company taking several initiatives affecting
store operations which include a stronger focus on personnel,
accountability, and obtaining additional inventory. The increase
in inventory resulted in stores having more merchandise for
customers to select from and being better stocked in key selling
items as compared to last year.

Cost of goods sold, buying and occupancy expenses were $57.0
million for the nine months ended March 1, 2003, as compared to
$70.8 million for the same nine months last year. The decrease
in cost of goods sold, buying and occupancy expenses of $13.8
million resulted primarily from the decrease in the number of
stores in operation in the nine months this year as compared to
last year. Cost of goods sold, buying and occupancy expenses
were 66.6% of net sales for the nine months ended March 1, 2003
and 70.6% of net sales for the prior year period. This 4.0%
decrease is primarily due to the low gross margins obtained in
store closing sales run during the 2001 Christmas selling
season.

Selling, general and administrative expenses were $22.6 million
for the nine months ended March 1, 2003, as compared to $32.7
million in the same nine months last year. The $10.1 million
decrease is due to the overall decrease in the number of stores
in operation in the current year as compared to last year, cost
savings initiatives implemented by management and charges of
$4.0 million for the closure of 39 under-performing stores in
the prior year. Selling, general and administrative expenses as
a percentage of net sales were 26.4% for the nine months ended
March 1, 2003 and 32.6% for the nine months ended March 2, 2002.
The improvement as a percentage of net sales resulted primarily
from the implementation of the aforementioned cost saving
initiatives along with the impact of not having store closing
charges in the current year as compared to prior year.

The provision for doubtful accounts was $4.0 million for both
the nine months ended March 1, 2003 and for the nine months
ended March 2, 2003. The provision for doubtful accounts as a
percentage of net sales was 4.7% for the nine months ended
March 1, 2003 and 4.0% for the nine months ended March 2, 2002.
The increase resulted primarily from a higher mix of credit
sales in the current year and an increase in the accrual for
anticipated private label credit losses due to current trends
within the credit industry which are the result of generally
weaker economic conditions experienced during the past year.

Depreciation and amortization was $2.8 million for the nine
months ended March 1, 2003, a decrease of $0.8 million, or
22.2%, from $3.6 million for the nine months ended March 2,
2002. The decrease is partially the result of the amortization
of deferred compensation incurred in the prior year, related to
stock grants issued by the Company to certain key executives in
1998, of $0.4 million. These grants were fully amortized in the
prior year. The decrease is also due to the reduction in the
number of stores in operation.

Net interest expense was $6.9 million for the nine months ended
March 1, 2003, an increase of $0.9 million, or 15.0%, from $6.0
million for the nine months ended March 2, 2002. This increase
is due to the higher levels of debt in the current nine months
as compared to last year.

Net loss for the nine months ended March 2, 2003 was $7,715, as
compared to the net loss of $17,190 for the comparable nine
months of the prior year.

The Company's operations require working capital for funding the
purchase of inventory, making lease payments and funding of
normal operating expenses. The seasonality of the Company's
business requires a significant build-up of inventory for the
Christmas holiday selling period.  As of March 1, 2003, owned
inventory was $27.8 million as compared to $28.5 million of
owned inventory as of June 1, 2002.

Samuels Jewelers' March 1, 2003 balance sheet shows a working
capital deficit of about $40 million, and a total shareholders'
equity deficit of about $27 million.


SIERRA PACIFIC: Sues Natural Gas Suppliers for $600MM in Damages
----------------------------------------------------------------
Sierra Pacific Resources (NYSE: SRP) and its Las Vegas-based
electric utility, Nevada Power Company, filed suit in federal
court against several natural gas providers including El Paso
Corporation, Sempra Energy and Dynegy Holdings for alleged
restraint of trade, fraud, violation of Nevada's RICO Act and
civil conspiracy.

The suit, filed in U.S. District Court in Las Vegas, seeks at
least $600 million in compensatory, punitive and other damages.

The suit contends that the defendants "planned and executed
schemes designed to reduce or control supplies, drive up or
control prices, eliminate competition, cause price instability,
increase volatility in wholesale prices and defraud customers in
the product market for delivered natural gas ... ." It adds that
"anticompetitive and fraudulent behavior ... not only harmed
competition for delivered natural gas, but also produced
exorbitant and illegal profits for the defendants."

Named in the suit are Houston-based El Paso and several of its
subsidiaries, San Diego-based Sempra and its Southern California
Gas and San Diego Gas & Electric subsidiaries, and Houston-based
Dynegy and some of its subsidiaries. Houston-based Enron
Corporation and certain of its subsidiaries, including Enron
North America, are listed as co-conspirators but cannot be made
a party to the suit because they are in bankruptcy proceedings.

Specifically, the five-count suit contends:

-- That as a result of the defendants' conspiracies and
   fraudulent behavior, the plaintiffs were forced to enter into
   natural gas purchase contracts "at artificially high,
   supracompetitive prices."

-- That between 1996 and 2001, El Paso, Sempra, Dynegy, Enron
   and their subsidiaries conspired to decrease competition by
   restricting the amount of pipeline capacity and fuel
   available to Nevada Power and others; decreased natural gas
   supplies and drove up prices by illegally withholding
   pipeline capacity; maintained control over output and prices
   by manipulating natural gas price indexes; and harmed market
   competition and the plaintiffs by driving up prices and
   increasing the volatility of natural gas supplies.

The suit states that the foundation for the conspiracy was laid
during a secret meeting in late September 1996 in Phoenix,
Arizona, between the president of El Paso subsidiary El Paso
Natural Gas Company, the president of SoCal Gas and an executive
vice president of SDG&E.

The suit further contends that the Phoenix meeting "was only one
of a number of surreptitious meetings and communications in
which the conspiracy was planned and carried out" and "was just
one of the pieces of El Paso's conspiracy ... to control output
and increase prices."

The suit cites a written agenda for the Phoenix meeting that
deals with a joint venture for the Samalayuca pipeline in
northern Mexico, an "alliance" for gas distribution in the
northern Mexico region of Baja California, a "realignment" of
Tenneco assets purchased by El Paso and opportunities resulting
in restructuring of the electric industry. Handwritten notes
from that meeting are also cited.

The suit alleges that "the Phoenix meeting resulted in or was
part of the formation and/or performance of an illegal agreement
... in which SoCal Gas, SDG&E and El Paso reciprocally agreed
not to compete with one another, not to interfere with one
another's economic interests, and to kill off competitive
pipeline development projects that would threaten the dominance
of the defendants in southern Nevada and southeastern California
over the transportation, distribution and pricing of natural
gas."

A central part of the conspiracy involved realignment of the
assets of Tenneco, the suit says. Tenneco had been posing a
threat to SoCal Gas' dominance in the region since the mid-
1980s, with its Kern River pipeline project. However, El Paso
acquired Tenneco in late 1996, and thereafter El Paso and the
other defendants launched their conspiracy, the suit says.

"Tenneco's elimination of its Altamont expansion project to
expand the Kern River pipeline (with low-cost gas from Canada
and northern Montana), pursuant to El Paso's instructions, and
its abandonment of its Baja California expansion project in
exchange for El Paso's exclusive rights to the Samalayuca
project was done pursuant to an unlawful agreement by El Paso,
SoCal Gas and SDG&E to perpetuate the artificial geographic
isolation of the gas markets at the border of Arizona and
Southern California," the suit says.

The suit adds, "Preservation of the isolation of markets subject
to prices determined at the Border Market preserved the market
power of SoCal Gas and, later, El Paso, and perpetuated the
exposure of Nevada Power to exploitation through the destruction
of gas deliveries and artificial price increases."

The suit also alleges that as part of the Phoenix meeting, the
defendants agreed not to interfere with each other's merger
plans. At the time of the meeting, El Paso's acquisition of
Tenneco was under discussion, and three weeks after the meeting
the parent companies of SoCal Gas and SDG&E agreed to merge and
form Sempra.

"Each knew the other could materially jeopardize the necessary
regulatory approvals for their respective mergers," the suit
says. "One of the purposes and motives of El Paso, SoCal Gas and
SDG&E in making the unlawful agreements ... . was to secure each
other's agreement not to oppose each other's merger deals and to
cooperate in completing their respective acquisitions."

Regarding the alleged manipulation of natural gas prices
indexes, the suit says El Paso Merchant Energy, Dynegy
Marketing, Enron and possibly others "harmed plaintiffs and
natural gas market competition by systematically misrepresenting
the price and volume of their trades" to trade publications
whose indexes are used in establishing prevailing industry
prices. The suit said such misrepresentation started in 2000 and
continued at least through the beginning of 2002, creating "the
appearance of supply volatility and escalating prices."

The suit asserts claims for fraud, violation of Nevada's RICO
Act and conspiracy to violate Nevada's RICO Act, compensatory
damages, treble damages, punitive damages, legal fees, interest
and other such relief deemed just and proper by the court. The
suit seeks damages resulting from the alleged anti-competitive
conduct in an amount of at least $150 million, plus treble
damages of $450 million. Thus the suit seeks a minimum of $600
million in total damages.

Headquartered in Nevada, Sierra Pacific Resources is a holding
company whose principal subsidiaries are Nevada Power Company,
the electric utility for most of southern Nevada, and Sierra
Pacific Power Company, the electric utility for most of northern
Nevada and the Lake Tahoe area of California. Sierra Pacific
Power Company also distributes natural gas in the Reno-Sparks
area of northern Nevada. Other subsidiaries include the
Tuscarora Gas Pipeline Company, which owns 50 percent interest
in an interstate natural gas transmission partnership and
several unregulated energy services companies.

                         *     *     *

As reported in Troubled Company Reporter's February 21, 2003
edition, Standard & Poor's Ratings Services announced that the
corporate credit ratings on utility holding company Sierra
Pacific Resources and those of its utility subsidiaries, Nevada
Power Co., and Sierra Pacific Power Co., were affirmed at 'B+'
and removed from CreditWatch with negative implications,
following the successful completion of Sierra Pacific's $300
million, 7.25% convertible notes issue announced on Feb. 11,
2003. The outlook on all ratings is now negative. In addition,
Standard & Poor's assigned the 'B-' rating to the convertible
notes issue, issued as a rule 144A private placement.

Reno, Nev.-based Sierra Pacific has about $3.4 billion in
outstanding debt.

The 'B+' corporate credit rating reflects the adverse regulatory
environment in Nevada, the substantial operating risk arising
from the dependence on wholesale markets for over 50% of the
utilities' energy requirements, and Sierra Pacific's
substantially weakened financial profile following the
disallowance by the Public Utility Commission of Nevada of $434
million in deferred power costs incurred by NP during the 2001
western U.S. power crisis.


SILICON GRAPHICS: Mar. 28 Balance Sheet Insolvency Tops $142MM
--------------------------------------------------------------
SGI (NYSE: SGI) announced results for its third fiscal quarter,
which ended March 28, 2003. Revenue for the quarter was $217
million, compared with $263 million for the previous quarter.
Gross margin was 37.1%, compared with 43.5% for the previous
quarter. Operating expenses were $128 million. This resulted in
an operating loss of $47.9 million, compared with an operating
loss of $8.6 million for the previous quarter, and a net loss of
$35.0 million, compared with a net loss of $17.0 million for the
previous quarter.

At March 28, 2003, Silicon Graphics Inc.'s balance sheet shows a
total shareholders' equity deficit of about $142 million.

"The defense industry remains a bright spot for us and is
growing year- over-year, with evidence of continuing momentum in
this sector," said Bob Bishop, chairman and CEO of SGI. "We're
also encouraged by the early response to our new Altix line of
Linux superclusters and servers in its first quarter of
shipments. However, in this period of global uncertainty,
heightened by the war in Iraq, customers have continued to delay
larger project commitments. We are not in any way satisfied with
these results, and are taking action to accelerate the adoption
of our new products and to improve our financial condition.
Today we announced an exchange offer to extend the maturity of
our senior convertible debt and strengthen customer confidence.
These actions will also ensure that we remain well-positioned to
take advantage of a market turn- around as it occurs."

As of March 28, 2003, unrestricted cash, cash equivalents, and
marketable investments were $141 million, compared with $182
million for the previous quarter. Restricted cash at March 28,
2003 of $49.6 million included $35 million deposited to secure
letters of credit under our asset-based line of credit.

In April 2003, SGI renewed its asset-based line of credit with
Foothill Capital Corporation to provide for up to $50 million of
available credit, based on a broader definition of eligible
accounts receivable and inventory. "We were pleased with the
renewal process, which resulted in more favorable terms," said
Jeff Zellmer, CFO of SGI. "We currently expect a significant
portion of our Q3 ending cash collateral to be released this
quarter under the new facility."

SGI, also known as Silicon Graphics, Inc., is the world's leader
in high- performance computing, visualization and the management
of complex data. SGI's vision is to provide technology that
enables the most significant scientific and creative
breakthroughs of the 21st century. Whether it's sharing images
to aid in brain surgery, finding oil more efficiently, studying
global climate or enabling the transition from analog to digital
broadcasting, SGI is dedicated to addressing the next class of
challenges for scientific, engineering and creative users. SGI
was named on FORTUNE magazine's 2003 list of "Top 100 Companies
to Work For." With offices worldwide, the company is
headquartered in Mountain View, Calif., and can be found on the
Web at http://www.sgi.com


SIMULA INC: Independent Auditors Express Going Concern Doubt
------------------------------------------------------------
During 2002 Simula Inc., continued to focus on its core
competencies which led to operational profitability while
staying strategically focused. In an effort to gain continued
operational efficiencies, Simula reduced its workforce and
continued to narrow its operational focus. In December of 2002,
Simula announced that it was exploring all of its strategic
options including the sale or merger of the Company. Subsequent
to December 31, 2002, Simula announced that it was closing its
Asheville facility and moving the operations to its Phoenix
facility. It has been successful in providing operational
profits over the last year and believes that in the current
business environment it is well positioned for further growth.

Revenue for the year ended December 31, 2002 increased by 7% to
$114.6 million from $106.8 million for the same period in 2001.
Aerospace and Defense revenues for the period grew 15% from
$64.0 million to $73.4 million, primarily due to increased
production and contract fulfillment with respect to the
Company's armor product line and troop seating. Revenues were
negatively impacted, however, by a production slowdown of its
SAPI product line during the third and fourth quarters of 2002.
The SAPI slowdown was due to the Company's agreement to complete
a design change, rework approximately 6,000 SAPI plates and
deliver the remaining plates under the contract according to the
new design. Revenues from the Company's Commercial segment
declined 7% primarily due to the disposal in 2001 of its airline
soft goods manufacturing operation in Atlanta, Georgia, which
contributed revenue of $5.0 million during the twelve month
period ended December 31, 2001. Revenues in its commercial
segment were positively impacted by a $3.0 million settlement
with one of the Company's Tier 1 automotive customers related to
a supply agreement. Additionally, Simula's continued focus on
technology and licensing sales generated approximately $2.0
million in revenue for the year ended December 31, 2002 compared
to $0.4 million in 2001.

For the year ended December 31, 2002, gross margins increased as
a percent of sales to 35% from 34% for the same period in 2001,
or to $40.0 million from $36.5 million. Gross margin from the
Aerospace and Defense segment decreased to 35% of revenue in
2002 from 36% in 2001. The higher margin in 2001 is attributed
to the favorable impact of the Company's Cockpit Air Bag System
revenue recorded in the second quarter of 2001, which was a one
time payment by the customer for development costs related to
CABS of approximately $1.0 million with no associated cost of
revenue, as well as the SAPI rework costs of approximately $1.4
million in 2002. Gross margin from the Commercial segment
remained consistent in 2002 compared to 2001 at 31%. Commercial
segment gross margins experienced decreases attributed to
continued pricing pressure on existing platforms and a shift in
product mix to next generation products where Simula's cost
reduction efforts did not keep pace with pricing pressure and
those decreases were offset by the settlement with the Tier 1
automotive customer discussed above that had no associated costs
of revenues. Technology and licensing sales, which generated
approximately $2.0 million in revenue, positively impacted gross
margins as there are no associated costs of revenues. This
compares with $0.1 million in revenue for 2001.

Administrative expenses for the year ended December 31, 2002
increased $1.6 million or 10% compared to the same period in
2001. The increase is primarily attributed to Simula's continued
efforts to grow the business through focused efforts related to
sales and marketing in the Aerospace and Defense segment and the
increase in technology licensing activities and company wide
premium increases related to insurance premiums company-wide.
The increase has been partially offset by cost savings related
to the sale in 2001 of the airline soft goods division and other
cost reductions company-wide. 2001 administrative expenses
benefited from the reversal of approximately $1 million in
reserves related to the disposal of the airline seating business
and the termination of Simula's self-insured employee health
plan. Administrative expenses as a percentage of revenue were
16% for both years.

Operating income increased $1.7 million from $13.4 million in
2001 to $15.1 million for the year ended December 31, 2002. The
increase is attributable to increased revenues and gross margins
achieved in the 2002 period and the effect of the one-time $3.0
million settlement with the Tier 1 customer discussed above.
Operating income was negatively impacted by $.9 million
restructuring charge related primarily to employee severance,
the $.4 million write-down of assets related to restructuring
activities and additional design costs and rework costs of
approximately $1.4 million discussed above related to a certain
SAPI contract. In 2001, operating income includes a
restructuring charge of $.4 million related to headcount
reductions and facility shutdown costs, a $.5 million charge
related to employee severance and a $.5 million charge for the
loss on the sale of airline soft goods business. These charges
were offset by $1.0 million of revenue recognized from the
recovery of CABS development costs and the $1.0 million benefit
of reserve reversals discussed above.

Interest expense increased 1% from $10.4 million to $10.5
million for the year ended December 31, 2002. The increase
related to increased borrowings under the Company's revolving
line of credit and quarterly accruals of principal in kind
interest. Cash payments for interest increased $0.4 million to
$8.4 million for the 2002 period as compared to $8.0 million for
the comparable 2001 period.

The December 31, 2002 financial statements include disclosures
relating to Simula's ability to continue as a going concern.

As of December 31, 2002, Simula incurred a net loss of $34.0
million in 2002. This loss is due to the additional valuation
allowance of $35.9 million placed on its deferred tax assets in
the fourth quarter of 2002. Other restructuring activities and
write-downs of assets negatively impacted its business; however,
the operational turnaround provided for income from continuing
operations before taxes of $4.7 million.

Current maturities of Company debt as of December 31, 2002 were
$41.3 million and primarily consisted of $11.3 million with the
revolving line of credit due September 30, 2003, $3.2 million
with the 9.5% Senior Subordinated Notes due September 30, 2003
and $26.6 million for the Senior Secured Note due December 31,
2003. In order to meet future quarterly covenants and long-term
debt maturities, Simula will need asset sales proceeds or
recapitalization transactions. On March 25, 2003, the Company
completed an amendment for certain provisions of the RLC and
Senior Secured Note to increase allowable capital expenditures
for the fourth quarter of 2002. Additionally, due to the
deferred tax asset valuation allowance, the Company was not in
compliance with the net income covenant for the fourth quarter
2002 with its RLC. On April 9, 2003 the Company received a
waiver for this technical, non-monetary default. During the
first quarter of 2003, Simula is in technical, non-monetary
default of a certain monthly covenant with its RLC. On April 9,
2003 the Company received a waiver for this technical, non-
monetary default.

With regard to a sale or merger of the Company or debt
refinancing, Simula has retained investments bankers, structured
a process, completed preliminary steps, and indicates that it
has received considerable interest in pursuing a transaction. In
the event that the Company is successful in completing a sale,
merger or refinancing, the terms of the new structure or
financing would allow the Company to repay or refinance the debt
coming due in 2003. However, because Simula's ability to achieve
the potential transactions cannot be assured, the impact on
liquidity raises substantial doubt about the ability to meet
debt maturities and thus continue as a going concern.

Upon completion of any of the potential transactions in 2003,
management expects that the current debt will be repaid or
refinanced and the uncertainty about the ability to continue as
a going concern will be eliminated.

Because of the management, operational re-alignment and
operational profitability, it is believed that operating cash
flows generated and existing availability under the RLC will be
adequate to fund Simula's operations, excluding the principal
payments on the current debt.

The Company believes it has sufficient manufacturing capacity,
at December 31, 2002, to meet its anticipated future delivery
requirements. It may, however, seek strategic partners for the
joint development of capital intensive manufacturing capacity
for new high technology products. It may also seek to obtain
additional capital should demand for its products exceed current
capacity. The raising of capital in public markets will be
primarily dependent upon prevailing market conditions and the
demand for its products and
technologies.

The Company's ability to generate sufficient cash flow from
operations is principally dependent upon its ability to continue
to increase revenue and contain operating expenses. At December
31, 2002, the Aerospace and Defense segment had total backlog of
$154.7 million, of which $26.6 million is funded and $128.1
million is unfunded. A factor that could impact Simula's ability
to generate Aerospace and Defense revenue would be limitations
on acquiring certain raw materials. Its supply contracts for the
ITS are based upon the production requirements of the OEMs. Its
ability to maintain Commercial Products revenue will be
predominately related to its ability to maintain volumes and
margins and properly hedge its foreign currency transaction risk
as the majority of this revenue is Euro dollar denominated.
Simula is continually reviewing its revenue and cost forecasts
so that it can react to changes in its operations and liquidity
position.

Simula's borrowing availability under the RLC is dependent upon
the relative balances of trade accounts receivable, contract
costs and estimated earnings in excess of billings and
inventories and each of their relative advance percentages and
advance limits. The revolving line of credit accrues interest at
the Chase Manhattan prime rate or LIBOR plus 2.4%, based upon
the rate Simula selects, matures September 30, 2003 and renews
automatically unless terminated by either party with proper
notice. At December 31, 2002, the RLC had an outstanding balance
of $11.3 million with an average interest rate of 5.25% and
additional borrowing availability of $1.3 million.


SMTEK INT'L: Fails to Maintain Nasdaq Min. Listing Requirements
---------------------------------------------------------------
SMTEK International, Inc. (Nasdaq:SMTI) (PCX:SMK), a provider of
electronics manufacturing services, received, on April 14, 2003,
formal written notice from Nasdaq that the Staff had determined
that the Company is not in compliance with Nasdaq Rule
4310(C)(2)(B) requiring that the Company maintain a minimum of
$2,500,000 in stockholders' equity, and that its securities are,
therefore, subject to delisting from The Nasdaq SmallCap Market
effective upon the opening of business on April 23, 2003. In
addition, as previously announced, the Company has been notified
by Nasdaq that it is not in compliance with Nasdaq Rule
4310(C)(4) that requires the Company to maintain a minimum bid
price of $1.00 per share for its common stock.

The Company has requested a hearing before a Nasdaq Listing
Qualifications Panel to appeal the staff's determination. The
hearing date will be determined by Nasdaq, and the Company
believes such hearings ordinarily occur within 45 days of the
date of a company's request for a hearing. The Company's common
stock will continue to be listed on The Nasdaq SmallCap Market
pending the outcome of the hearing. There can be no assurance
that the Company's request for continued listing on The Nasdaq
SmallCap Market will be granted.

If the Company's appeal is denied, its common stock will be
delisted from The Nasdaq SmallCap Market. Although the Company's
common stock may be eligible for quotation on the OTC Bulletin
Board's electronic quotation system or another quotation system
or exchange, there can be no assurance that the Company's
securities will continue to be listed on any such system or
exchange.

Headquartered in Moorpark, California, SMTEK International, Inc.
is an electronics manufacturing services provider serving
original equipment manufacturers in the industrial
instrumentation, medical, telecommunications, security,
financial services automation, aerospace and defense industries.
We provide integrated solutions to original equipment
manufacturers across the entire product life cycle, from design
to manufacturing to end-of-life services, for the worldwide low
to medium volume, high complexity segment of the electronics
manufacturing services industry. We have five operating
facilities with locations in Moorpark, California; Santa Clara,
California; Marlborough, Massachusetts; Fort Lauderdale,
Florida; and the Ayuttya Province in Thailand.

                         *      *      *

                Liquidity and Capital Resources

In its Form 10-Q filed on February 10, 2003, the Company
reported:

"Our primary sources of liquidity are our cash and cash
equivalents, which amounted to $628,000 at December 31, 2002,
and amounts available under our bank lines of credit, which
provided approximately $1.8 million of availability in excess of
current borrowings at December 31, 2002, after giving effect to
the amendment to the credit agreement. During the six months
ended December 31, 2002, cash and cash equivalents decreased by
$188,000.  This decrease resulted from purchases of equipment of
$907,000 and financing activities of $61,000, partially offset
by cash provided by operations of $815,000.

"Net cash provided by operating activities of $815,000 for the
six months ended December 31, 2002 was attributable primarily to
facility consolidation costs of $1.8 million, a decrease in
inventories of $1.2 million and an increase in accrued
liabilities of $1.8 million offset by our net loss before
depreciation and amortization of $3.8 million.

"Net cash used in investing activities was $907,000 for the six
months ended December 31, 2002 compared to $2.8 million for the
six months ended December 31, 2001.  The cash used was for the
purchase of capital expenditures mainly for production purposes.

"Net cash used in financing activities was $61,000 for the six
months ended December 31, 2002 compared to net cash provided by
financing activities of $1.6 million for the six months ended
December 31, 2001.  At December 31, 2002, we had approximately
$1.8 million available to borrow under our bank lines of credit,
after giving effect to the amendment to the credit agreement.

"At December 31, 2002, borrowings under our working capital
facility for our domestic operating units amounted to $5.2
million.  This credit facility is collateralized by accounts
receivable, inventory and equipment for our domestic operating
units and matures September 25, 2003.  At December 31, 2002, the
weighted average interest rate on the line of credit was 4.91%.
The line of credit agreement contains certain financial
covenants, with which we were not in compliance at December 31,
2002.  However, the terms of our line of credit have been
amended as of February 5, 2003.  Under the new terms, our line
of credit is at $8.5 million, bears interest at either the
bank's prime rate (4.25% at December 31, 2002) plus 1.00% or a
Eurodollar-base rate (1.37% at December 31, 2002) plus 3.75%,
and the covenants have been amended.  We are currently and
expect to be in compliance with the amended bank covenants.  Our
available borrowing capacity as of December 31, 2002, after
giving effect to the amendment, was approximately $1.8 million.

"In addition, during fiscal 2002 we borrowed $1.6 million on our
equipment line of credit to finance our capital expenditures.
This advance has a maturity date of October 24, 2006.  At
December 31, 2002, the balance outstanding was $945,000 and the
weighted average interest rate was 4.87%. Under the amended
credit facility terms, interest is at either the bank's prime
rate plus 1.00% or at a Eurodollar-base rate plus 3.75%.
Additional advances under our equipment line of credit will not
be available to us until a review by the bank at a future date.

"We also have a credit facility agreement with Ulster Bank
Markets for our Northern Ireland operating company.  This
agreement consists of an accounts receivable revolver, with
maximum borrowings equal to the lesser of 75% of eligible
receivables or 2,500,000 British pounds sterling (approximately
$4,025,000 at December 31, 2002), of which 500,000 British
pounds sterling (approximately $805,000 at December 31, 2002)
consists of an overdraft facility, and bears interest at the
bank's base rate (4.00% at December 31, 2002) plus 2.00%.  At
December 31, 2002, borrowings outstanding under this credit
facility amounted to approximately $2.9 million, of which
the overdraft facility was fully utilized, and there was nominal
available borrowing capacity.  The credit facility agreement
matures on November 30, 2003.

"We also have a mortgage note secured by real property at
Northern Ireland with an outstanding balance of $732,000 at
December 31, 2002.  At December 31, 2002, we were in arrears and
we are currently seeking to negotiate a payment plan.

"We anticipate that additional expenditures of as much as
$125,000 may be made during the remainder of fiscal 2003,
primarily to improve production efficiency at our subsidiaries.
A substantial portion of these capital expenditures is expected
to be financed by our line of credit or other notes/leases
payable.

"At December 31, 2002, the ratio of current assets to current
liabilities was 0.9 to 1.0 compared to 1.3 to 1.0 at June 30,
2002.  At December 31, 2002, we had $2.9 million of negative
working capital compared to $5.9 million of working capital at
June 30, 2002.  At December 31, 2002, we had long-term
borrowings of $4.6 million compared to $10.1 million at June 30,
2002.  The decreases in the working capital and long-term debt
is due to the reclassification of our domestic line of credit of
$5.2 million from long-term debt to current liabilities as this
matures in less than 12 months.  In addition, contributing to
the decrease in working capital is an increase in lease reserves
recognized in the second quarter of 2003.

"We have experienced and may continue to experience an adverse
effect on our operating results and our financial condition,
especially if current economic conditions continue for an
extended period of time, despite our cost reduction measures and
efficiency improvements at our operating subsidiaries. We are
focused on the consolidation and streamlining of operations so
as to reduce our excess capacity to better match market
conditions.  Recent actions taken and strategies being pursued
are as follows:

     -  Transitioning the San Diego facility and evaluating
further opportunities of consolidation, transition or sale of
other facilities.

     -  Continuing focus on cost reductions related to pertinent
production levels and reductions in administrative costs.

     -  Focusing our marketing efforts in the solicitation of
customers in nonecomically affected industries.

"We remain dependent on our lines of credit for operations and
growth. Our domestic line of credit agreement is set to mature
in September 2003.  We can provide no assurance that the
agreement will be renewed or that any renewal would occur on
commercially reasonable terms.  We may have to explore
alternative financing if the bank does not renew our line of
credit.

"We may require additional financing to satisfy our debt
obligations. However, there can be no assurance that we will be
able to obtain additional debt or equity financing when needed,
or on acceptable terms.  Any additional debt or equity financing
may involve substantial dilution to our stockholders,
restrictive covenants or high interest costs.  The failure to
raise needed funds on sufficiently favorable terms could have a
material adverse effect on our business, operating results, and
financial condition.

"Although management believes our cash resources, cash from
operations and available borrowing capacity on our working
capital lines of credit are sufficient to fund operations, if we
cannot refinance the domestic line of credit upon its maturity
or find alternative financing/funding of this obligation, there
is no assurance that we will continue as a going concern."


SPIEGEL GROUP: Committee Signs-Up Chadbourne & Parke as Counsel
---------------------------------------------------------------
James M. Gallagher, Co-Chairman of the Official Committee of
Unsecured Creditors, relates that at a meeting to interview
prospective candidates for counsel, the Committee voted to
retain Chadbourne & Parke LLP to represent it in the Spiegel
Debtors' proceedings.  By this application, the Creditors'
Committee asks Judge Blackshear to uphold its decision and
permit Chadbourne & Parke's retention, effective as of March 24,
2003.

Mr. Gallagher informs Judge Blackshear that the Committee
selected Chadbourne & Parke because of the firm's extensive
knowledge and expertise in the field of bankruptcy,
reorganization and the other areas of law relevant to Spiegel's
cases.  Chadbourne & Parke specializes in insolvency issues in
the retail industry.

As counsel, Chadbourne & Parke will:

  -- advise the Committee with respect to its rights, duties and
     powers in these cases;

  -- consult with the Debtors, their counsel, other
     professionals retained in these cases and the U.S. Trustee
     concerning the administration of the cases and their impact
     on the estates;

  -- assist and advise the Committee in analyzing the claims of
     creditors and in negotiating with the creditors;

  -- assist and advise in the Committee's investigation of the
     acts, conduct, assets, liabilities, and financial condition
     of the Debtors, the operation of the Debtors' businesses,
     and any other matters relevant to these cases or to the
     formulation of a plan of reorganization or liquidation,
     including considering the appointment of a trustee or
     examiner, as appropriate;

  -- assist and advise the Committee in its analysis of, and
     negotiations with, the Debtors and any third parties, in
     the formulation of any liquidation or reorganization plan;

  -- assist and advise the Committee with respect to its
     communications with the general creditor body regarding
     significant matters in the Debtors' cases;

  -- prepare pleadings, motions, applications, objections and
     other papers as may be necessary in furtherance of the
     Committee's interests and objectives;

  -- analyze and advise the Committee of the meaning and import
     of all pleadings and other documents filed with the Court;

  -- represent the Committee at all hearings and other
     proceedings; and

  -- perform other legal services as may be required and are
     deemed to be in the interest of the Committee and unsecured
     creditors in accordance with those powers and duties
     pursuant to the Bankruptcy Code.

For its services, Chadbourne & Parke will be compensated on an
hourly basis, plus reimbursement of its actual and necessary
expenses.  Chadbourne & Parke's attorneys and paralegals
responsible for representing the Committee and their current
hourly rates are:

          Attorney/Paralegal      Position       Rate
          ------------------      --------       ----
          Howard Seife            Partner        $720
          David M. LeMay          Partner         620
          Douglas E. Deutsch      Associate       375
          All other Partners                   425 - 720
          Counsel                              450 - 530
          All other Associates                 250 - 425
          Paralegals                           125 - 195

Howard Seife, a member of Chadbourne & Parke, assures the Court
that the firm does not have or represent any interest adverse to
the Debtors' estates. (Spiegel Bankruptcy News, Issue No. 4;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


TANDYCRAFTS INC: Delaware Court Approves Disclosure Statement
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved
Tandycrafs, Inc., and its debtor-affiliates' Second Amended
Disclosure Statement.  Judge Walrath finds that the document
contains "adequate information" and allows creditors to make
informed and reasoned decisions as they cast their ballots to
accept or reject the Second Amended Joint Liquidating Plan of
Reorganization.

A hearing to consider confirmation of the Plan will convene on
May 22, 2003 before the Honorable Judge Mary F. Walrath at 12:30
p.m. at the United States Bankruptcy Court for the District of
Delaware, Courtroom #1, 824 Market Street, 6th Floor,
Wilmington, Delaware 19801.

All written objections to the confirmation of the Plan, to be
timely, must be filed on or before May 15, 2003 with the Clerk
of the Bankruptcy Court for the District of Delaware.  Copies
must be served on:

     i) Proskauer Rose LLP
        Counsel for the Debtors
        1585 Broadway, New York, New York 10036
        Attn: Scott K. Rutsky, Esq.

    ii) Lowenstein Sandler, PC
        Counsel to the Official Committee of Unsecured Creditors
        65 Livingston Avenue, Roseland, New Jersey 07068
        Attn: Kenneth A. Rosen, Esq., and

   iii) the Office of the United States Trustee
        824 North Market Street, Federal Building
        Wilmington, Delaware 19801
        Attn: Julie Compton, Esq.

Tandycrafts, a leading manufacturer and marketer of picture
frames, mirrors and other wall decor products, filed for chapter
11 protection on May 15, 2001 (Bankr. Del. Case No. 01-1764).
When the Company filed for protection from its creditors, it
listed assets of $64,559,000 and debts of $56,370,000.


TECO ENERGY: Moody's Hatchets Sr. Unsecured Debt Ratings to Ba1
---------------------------------------------------------------
Moody's Investors Service downgraded the ratings for TECO Energy
and its units Tampa Electric Company, TECO Finance, Inc., TECO
Capital Trust I and TECO Capital Trust II. The actions conclude
Moody's review of TECO and Tampa Electric initiated on
March 12, 2003.

                        Ratings lowered:

                                                  To        From

TECO Energy

* senior unsecured debt rating,                   Ba1       Baa2

TECO Capital Trust I and TECO Capital Trust II

* trust preferred securities rating,              Ba2       Baa3

The rating outlook is negative.

Tampa Electric

* senior secured rating,                           A3        A1

* issuer and senior unsecured rating,             Baa1       A2

* long-term pollution control revenue             Baa1       A2
  bond debt rating,

* commercial paper rating,                      Prime-2  Prime-1

The rating outlook is stable.

TECO Finance, Inc.

* commercial paper rating,                     Not Prime Prime-2

Moody's said that, "The downgrade of TECO's ratings reflects
higher risks associated with the company's large and
concentrated exposure to the merchant generation markets, which
will increase further following its announced buyout of partner
Panda Energy's interests, and diminished asset value as
evidenced by substantial writedowns being taken by the company
related to power projects, turbine commitments, and the
consolidation of TECO Panda Generating Company debt pursuant to
FASB FIN 46."

The Investors Service believes the challenges in the energy
market will continue until 2004, coinciding with TECO's first
year of operation of its Union and Gila projects.

TECO Energy, parent company of Tampa Electric Company, is a
diversified energy company headquartered in Tampa, Florida.


TECO ENERGY: Airs Disappointment with Moody's Ratings Downgrade
---------------------------------------------------------------
TECO Energy (NYSE: TE) responded to Moody's Investors Service
ratings action to downgrade its senior unsecured debt ratings to
Ba1 with a negative outlook.

TECO Energy Chairman and CEO Robert Fagan said, "We are
disappointed that Moody's took this action in light of the
significant announcements that we made on April 11th to further
improve our cash position and financial flexibility.  As
evidenced by the improvement in the price of our debt securities
following our announcements, the debt holders appreciated the
steps TECO Energy was taking to improve its cash position."

"In spite of the downgrade of TECO Energy, Tampa Electric
continues to be rated a strong investment grade company with an
A3 rating and continues to have access to the commercial paper
market.  Moody's clearly distinguished between the risk from the
merchant energy sector at TECO Power Services and the strong,
stable regulated operations at Tampa Electric," Fagan noted.

Senior Vice President Finance and CFO Gordon Gillette said,
"This ratings action is a significant change for TECO Energy,
but as we described in our financial update on April 11th we
have the necessary liquidity available to meet the requirements
brought on by this ratings change."

This ratings change triggers the requirement to, within fifteen
days, post letters of credit for, or repay, the $375 million
unpaid balance of the equity bridge loan associated with the
construction of the Union and Gila River power stations, and to
post letters of credit for the estimated amounts remaining
under the project completion undertaking for these projects.
The company is prepared to comply with these requirements.

In addition, this downgrade will require that the energy
management group at TECO Power Services post collateral with its
trading partners for its activities.  It is currently estimated
that the amount of collateral to be posted is $30 million.

The ratings change also causes certain covenants in the $380
million of five-year notes issued in November 2002 to become
operative, including EBITDA to interest coverage tests.  The
company's current EBITDA to interest coverage, as defined under
these agreements, is significantly above the minimum levels
required.

TECO Energy is a diversified energy-related holding company
headquartered in Tampa. Its principal businesses are Tampa
Electric, Peoples Gas System, TECO Power Services, TECO
Transport, TECO Coal and TECO Solutions.  For more information
visit http://www.tecoenergy.com


TELENETICS CORP: Haskell & White Expresses Going Concern Doubt
--------------------------------------------------------------
Telenetics Corporation designs, produces and distributes wired
and wireless data transmission and network access products and
industrial grade modem products for customers worldwide. Soon
after its incorporation in California in 1984, it introduced the
first internal 2400 bits per second modem for personal
computers. Over the years, both through internal growth and
development and through acquisitions, it has gained expertise
and amassed resources relating to a wide array of wired and
wireless data transmission and network access products and
industrial grade modem products.

During 2002, the Company's total revenues were $16.1 million, of
which $11.9 million, or 73.9%, was attributable to data
transmission and network access products, $3.2 million, or
20.1%, was attributable to industrial grade modem products, and
$968,000, or 6.0%, was attributable to wireless products.

During 2001, total revenues were $20.1 million, of which $14.9
million, or 74.3%, was attributable to data transmission and
network access products, $2.7 million, or 13.4%, was
attributable to industrial grade modem products, $1.5 million,
or 7.5%, was attributable to the Traffic Management Systems
Division and $1.0 million, or 4.8%, was attributable to wireless
products.

Telenetics derived a significant portion of its revenues during
2002 from sales to customers and distributors located outside of
the United States. Its foreign sales primarily were in Canada
and Europe. The Company anticipates that foreign sales will
account for a majority of its revenues during 2003 and that
sales of its industrial grade modem products and its wireless
products will increase as a percentage of its total revenues in
the future. Revenues are recorded when products are shipped, if
shipped FOB shipping point, or when received by the customer, if
shipped FOB destination.

As stated above, the Company's net sales for the year ended
December 31, 2002 were $16.1 million as compared to $20.1
million for the year ended December 31, 2001, a decrease of $4.0
million, or 19.9%. The decrease in net sales primarily was a
result of the absence during 2002 of $1.5 million in sales of
from the Traffic Management Systems Division, the assets of
which division Telenetics divested as of August 31, 2001, and
$2.6 million in non-recurring revenue earned from Motorola
during 2001 in connection with its license agreement. Exclusive
of the sales to Motorola, sales of its Sunrise Series(TM)
products totaled $11.9 million during 2002 as compared to $14.9
million, during 2001.

Cost of sales for 2002 was $11.3 million as compared to $14.2
million for 2001, a decrease of $2.9 million, or 20.7%. Cost of
sales decreased as a percentage of sales from 70.7% for 2001 to
70.0% for 2002. The decrease in cost of sales resulted primarily
from the absence during 2002 of $2.3 million in the cost of
Sunrise Series(TM) products sold to Motorola during 2001 at
contracted low gross margins and the absence during 2002 of
$781,000 in cost of sales from the Company's divested Traffic
Management Systems Division.

Gross profit decreased by $1.1 million, or 18.0%, to $4.8
million for 2002 as compared to $5.9 million for 2001. Gross
profit increased as a percentage of net sales to 30.0% for 2002
as compared to 29.3% for 2001. The increase in gross profit as a
percentage of sales was due to a change in customer mix that
resulted primarily from the fulfillment of Telenetics'
obligation to sell Sunrise Series(TM) products to Motorola at
contracted low gross margins. This improvement was partially
offset by the absence during 2002 of gross profit and gross
margin from its divested Traffic Management Systems Division.
Its divested Traffic Management Systems Division recorded gross
profit of $735,000, or 48.4% of its net sales, during 2001.

Selling, general and administrative expenses decreased by $2.4
million, or 36.5%, to $4.2 million for 2002 as compared to $6.6
million for 2001, and decreased as a percentage of net sales to
26.1% for 2002 from 33% for 2001. The decrease in selling,
general and administrative expenses for 2002 resulted primarily
from a $360,000 decrease in salaries and wages and related
costs, a $235,000 decrease in non-cash expenses related to
consulting services, a $205,000 decrease in legal and accounting
professional fees, and a $125,000 decrease in travel and
entertainment expense, which were partially offset by the
$133,450 provision for amounts due from Michael Armani, a former
director and former executive officer of Telenetics, because the
Company states that substantial doubt has arisen as to Mr.
Armani's intention and ability to repay the amounts he owes it.
The decrease in selling, general and administrative expense
during 2002 also resulted from the absence during 2002 of
$110,000 for the valuation of warrants in connection with debt
termination, $906,000 of expenses from the divested Traffic
Management Systems Division, and $495,000 of start-up costs
associated with the Sunrise Series(TM) product line that
Telenetics incurred during 2001.

Loss from operations decreased by approximately $4.9 million to
$2,000 for 2002 from a $4.9 million for 2001 and decreased as a
percentage of net sales from 24.6% for 2001 to 0.0% for 2002.
The decrease in operating loss and operating margin was due to
the above described decrease in gross profit and decreases in
operating expenses, including the $1.2 million gain on debt
extinguishment.

Net loss for the year ended December 31, 2002 decreased by $5.1
million, or 72.4%, to $2.0 million, or 12.2%, of net sales as
compared to a net loss of approximately $7.1 million, or 35.3%,
of net sales for the year ended December 31, 2001. The decrease
in net loss primarily was due to the $2.4 million decrease in
selling, general and administrative expenses, the $472,000
decrease in engineering and product development expenses and the
$768,000 increase in the gain on debt extinguishment which was
offset by a $2.3 million increase in expenses due to the write
off of impaired technology assets and a $119,000 increase in
interest expense.

During 2002 and 2001, the Company financed its operations and
capital expenditures primarily through product sales, through
private placements of convertible debt, through the assignment,
with full recourse, of certain accounts receivable, and through
modifications and conversions of outstanding notes into shares
of common stock. Some of the modifications and conversions
involved the issuance of common stock purchase warrants.

As of December 31, 2002, Telenetics had working capital of $1.8
million, which reflected a $3.9 million improvement from its
$2.1 million working capital deficiency at December 31, 2001. As
of December 31, 2002, it also had an accumulated deficit of
$36.9 million, a net bank overdraft of $111,000 and $3.0 million
in net accounts receivable. In addition, at that date it had
promissory notes in the aggregate amount of $5.8 million (stated
net of unamortized valuation discounts of $1.7 million), of
which $384,000 was due to related parties.

As of March 31, 2003, Telenetics had $2.1 million in backlog
orders for its products. These orders were due in large part to
the Sunrise Series(TM) products. The amount of backlog orders
represents revenue that the Company anticipates recognizing in
the future, as evidenced by purchase orders and other purchase
commitments received from customers, but on which work has not
yet been initiated or with respect to which work is currently in
progress. The typical duration from receipt of a purchase order
or other purchase commitment to shipment of the products ordered
to the customer ranges from three to ten weeks depending upon
the product mix and the size of the order. However, the Company
indicates there is no assurance that it will be successful in
fulfilling such orders and commitments in a timely fashion or
that it ultimately will recognize as revenue the amounts
reflected as backlog.

In its Auditors' Report, Haskell & White LLP stated: "The
[Company's] consolidated financial statements have been prepared
assuming that the Company will continue as a going concern...
[T]he Company has suffered recurring losses from operations, has
used cash in operations on a recurring basis, has an accumulated
deficit, and is involved in a dispute with a significant
contract manufacturer that, among other things, raise
substantial doubt about its ability to continue as a going
concern. Management's plans in regard to these matters. The
consolidated financial statements do not include any adjustments
that might result from the outcome of this uncertainty."



TELSCAPE INT'L: US Trustee Wants to Convert Case to Chapter 7
-------------------------------------------------------------
Roberta A. DeAngelis, Acting United States Trustee Region 3,
wants the U.S. Bankruptcy Court for the District of Delaware to
convert Telscape International, Inc.'s Chapter 11 cases to
Chapter 7 liquidation proceedings under the Bankruptcy Code.

Ms. DeAngelis reminds the Court that the US Trustee did not
appoint an Official Committee of Unsecured Creditors in these
cases but appointed a Chapter 11 trustee on June 22, 2001.
David Neier serves as the Chapter 7 Trustee.

Pursuant to Section 704(7) and (8) and Rule 2015 of the Federal
Rules of Bankruptcy Procedure, a debtor is required to supply
certain reports as prescribed by the United States Trustee
Operating Guidelines and Reporting Requirements for Chapter 11
cases.

Ms. DeAngelis points out that in this case, the Chapter 11
trustee has failed to comply with the United States Trustee
Operating Guidelines and Reporting Requirements for Chapter 11
cases and has not filed monthly operating reports since his
appointment. The Chapter 11 trustee's failure to file these
reports hinders the ability to monitor postpetition operations
and whether a viable plan may be proposed.

Moreover, the Chapter 11 trustee has not paid fees due the U.S.
Trustee pursuant to 28 U.S.C. Section 1930(a)(6) and the Chapter
11 trustee is in arrears in estimated sum of $7,000 based upon
estimated disbursements.

Further, the Chapter 11 trustee has failed to properly comply
with Section 345(b) of the Bankruptcy Code or collateralize the
estate's funds.  Moreover it appears that the person or entity
controlling the estate's funds may not be covered by a proper
and adequate bond.

Failure to file monthly operating reports is sufficient cause
for the conversion of the case pursuant to Section 1112(b) of
the Bankruptcy Code, Ms. DeAngelis asserts.

Additionally, failure to pay quarterly fees constitutes cause
for conversion or dismissal. Since the Chapter 11 trustee's
failure to report makes it undeterminable as to whether or not
the debtor has experienced an inability to effectuate a plan,
the UST submits that conversion, other than dismissal, would be
the best option to maximize return to creditors.  Conversion
would result in the appointment of an independent fiduciary
Chapter 7 trustee who would, among other things, liquidate any
remaining assets, take control of any sale proceeds, and
investigate whether there are any causes of action which might
lead to a distribution to creditors.

Telscape International is a leading integrated communications
provider serving the Hispanic markets in the United States,
Mexico and Central America, offering local and long distance
telephone, internet and pre-paid calling card services. The
Company filed for Chapter 11 protection on April 27, 2001
(Bankr. Del. Case No. 01-1563).


TESORO PETROLEUM: Closes Sr. Secured Credit Facility Refinancing
----------------------------------------------------------------
Tesoro Petroleum Corporation (NYSE:TSO) has successfully
completed the refinancing of its senior secured credit facility.
The company issued $375 million in 8 percent senior secured
notes and $200 million in senior secured term loans both
maturing in 2008. Tesoro also entered into a $650 million senior
secured credit facility that includes a letter of credit sub-
limit of $400 million. The senior secured credit facility,
together with the net proceeds of the senior secured notes and
senior secured term loans, replaced the company's previous
$1.275 billion senior secured credit facility.

As part of the refinancing, the company made an open market
repurchase of $25 million of its 9.625 percent senior
subordinated debt to take advantage of the lower interest rate
on the new debt.

"I am very pleased with the strong market demand we received for
this refinancing," said Bruce A. Smith, Chairman, President and
CEO of Tesoro. "The transaction was over-subscribed, we achieved
lower interest rates than expected and less restrictive
financial covenants."

Highlights of the refinancing are as follows:

    --  The new senior secured credit facility with an aggregate
        maximum availability of $650 million and a letter of
        credit sub-limit of $400 million replaced the company's
        previous $225 million revolving credit facility with a
        letter of credit sub-limit of only $150 million. The new
        senior secured credit facility consists of a $500
        million revolving credit line and a $150 million term
        loan and is secured by substantially all of Tesoro's
        inventories, accounts receivable and cash. Final terms
        of the senior credit facility will be available after
        syndication is complete, which is expected to occur next
        month. Interest on the revolving credit line is
        initially calculated by using the London Interbank
        Offered Rate (LIBOR) plus 3.25 percent, but can go lower
        dependant upon excess availability under the facility .
        Facility borrowings at close were $321 million.

    --  $375 million of senior secured notes were issued at a
        discount with a coupon rate of 8 percent and a yield to
        maturity of 8.25 percent. The senior secured notes have
        a 3-year no call period, after which they are callable
        with a call premium of 4 percent in year four and at par
        in year five.

    --  The $200 million senior secured term loans have an
        interest rate of LIBOR plus 5.5 percent. Using current
        LIBOR rates, the total interest rate on the loan is 6.84
        percent. The senior secured term loans have a 1-year no-
        call period, after which they are callable with a call
        premium of 3 percent in year two, 1 percent in year
        three and at par thereafter. Both the $375 million 8%
        senior secured notes and the $200 million senior secured
        loan are secured by the company's refineries, pipelines
        and terminals.

    --  Substantially improved financial covenants under the new
        senior secured credit facility are designed to provide
        continued availability, even in a lower margin
        environment.

The company announced it expects its annual cash interest
expense to decrease due to the refinancing package that was
announced today although it will record a non-cash, pre-tax
charge of $33 million during the second quarter for the
unamortized debt issuance costs related to the company's
previous financing.

"This refinancing lowers our expected cash interest expense and
will also allow us to pay down debt in an expedited manner, when
compared to our old senior secured facility, due to the
increased sub-limit for letters of credit. The increased
capacity to issue letters of credit should enable us to lower
our net working capital by more than $100 million and apply the
funds to debt retirement -- during the second quarter," added
Smith.

Tesoro Petroleum Corporation, a Fortune 500 Company, is an
independent refiner and marketer of petroleum products and
provider of marine logistics services. Tesoro operates six
refineries in the western United States with a combined capacity
of nearly 560,000 barrels per day. Tesoro's retail marketing
system includes approximately 600 branded retail stations; of
which over 200 are company operated under the Tesoro(R) and
Mirastar(R) brands.

                         *     *     *

As previously reported, Fitch Ratings assigned a senior secured
debt rating of 'BB-' to Tesoro Petroleum Corporation's $400
million senior secured note offering, proposed $650 million
senior secured credit facility and proposed $150 million senior
secured term loan. Fitch also rates the company's subordinated
debt 'B'. The Rating Outlook remains Negative.

Proceeds from the $400 million note offering, the new term loan
and borrowings under the new credit facility will be used to
repay the company's tranche A and B term loans. At Dec. 31,
2002, Tesoro had $918 million outstanding on the Term Loans, no
cash borrowings on the revolver and $60 million in outstanding
letters of credit. Balance sheet debt totaled $2.0 billion at
year-end with total adjusted debt of approximately $2.8 billion.

Tesoro's ratings and outlook reflect the company's significant
leverage combined with the continued volatility in global crude
markets and the U.S. refining sector. The company's financial
flexibility has been hampered by the significant debt added to
finance the company's acquisitions.


UNIDIGITAL: Founder & Chairman Ehud Aloni Skipped the Country
-------------------------------------------------------------
Unidigital, Inc., and seven of its debtor-affiliates filed for
chapter 11 protection on September 29, 2000.  On April 5, 2001,
the U.S. Bankruptcy Court for the District of Delaware converted
those cases to liquidation proceedings under chapter 7 of the
U.S. Bankruptcy Code.  Montague S. Claybrook serves as the
Chapter 7 Trustee to wind-up Unidigital's affairs.

Mr. Claybrook's hit a roadblock.  The United States Trustee is
required to convene a meeting of a debtor's creditors pursuant
to 11 U.S.C. Sec. 341(a) and 11 U.S.C. Sec. 343 requires the
debtor to appear at that meeting.  The U.S. Trustee convened a
meeting on June 6, 2001.  The Debtor didn't appear.  Mr. Ehud
Aloni, Unidigital's founder and Chairman, the Trustee
understands, was not in the United States in June 2001, hasn't
returned, and isn't planning on coming back.  There are no other
corporate representatives with the capacity to testify at a Sec.
341 Meeting.

To solve this problem, Jason W. Staib, Esq., at Blank Rome LLP,
representing the Trustee, urges Judge Walrath to waive the
requirement that the Debtor appear at a Sec. 341 Meeting in
Unidigital's cases.  Judge Walrath will entertain the Trustee's
request at a hearing on May 23, 2003, in Wilmington.

Unidigital, Inc. (AMEX:UDG) (Bankr. Del. Case No. 00-03806), was
a major, multinational, media services company, listing $143.2
million in assets and debts of $222.7 million in its chapter 11
petition which included $77.6 million in secured debt and $21.6
million in unsecured debt.


UNION ACCEPTANCE: Sells Servicing Platform and Servicing Rights
---------------------------------------------------------------
Union Acceptance Corporation (OTC:UACAQ) has sold its servicing
platform and the rights to service its $1.6 billion of
securitized receivables to Systems & Services Technologies,
Inc., a wholly-owned subsidiary of J.P. Morgan Chase Bank. The
transaction has been approved by the U.S. Bankruptcy Court and
closed effective April 17, 2003.

The transaction encompasses all of UAC's 18 outstanding
securitizations, representing approximately 155,000 accounts.
SST paid $8 million for the platform assets and assumed certain
operating contracts. SST has made offers of employment to most
of UAC's employees and will use UAC's existing headquarters
facility on the east side of Indianapolis. UAC's subsidiaries
retain all residual interests in the securitized assets.

"We are pleased with the positive outcome of this transaction
with SST and believe the sale is beneficial to our creditors,
customers, investors, and employees," said Lee Ervin, president
and chief executive officer of UAC. "The servicing of the
receivables will be handled by a company with a proven track
record of successful auto portfolio conversion and management.
This will be crucial to optimizing our future residual cash
flows. Additionally, the retention of most of our employees by
the purchaser has been an important consideration for UAC."

"Significantly," continued Ervin, "this arrangement marks the
resolution of all outstanding issues between UAC and MBIA
Insurance Corporation. The transaction is also a major step
toward the resolution of our bankruptcy case."

The servicing transfer transaction was approved by MBIA and the
securitization trustees and provides cross-collaterization
through a new master spread account that will accumulate excess
cash from the securitizations in prescribed amounts to support
obligations to investors in the securitization trusts.

This transaction follows the sale, in two separate transactions,
of approximately $500 million of receivables held under UAC's
two warehouse facilities. UAC's efforts to sell its remaining
unsecuritized receivables, including an on-balance sheet
portfolio of approximately $5 million, are ongoing. A hearing
related to the sale of this portfolio is scheduled for April 28,
2003.

Union Acceptance Corporation is a specialized financial services
company headquartered in Indianapolis, Indiana. The company
commenced business in 1986 and became an independent public
corporation in 1995. Union Acceptance filed a petition for
reorganization under Chapter 11 of the Bankruptcy Code in the
Southern District of Indiana, Indianapolis Division of the U.S.
Bankruptcy Court on October 31, 2002 to facilitate a financial
restructuring.

Systems & Services Technologies, Inc., a wholly-owned subsidiary
of J.P. Morgan Chase Bank, is the largest third-party servicer
of automobile loans in the country, with approximately $6
billion in managed receivables and 920 employees in its two
Missouri locations in St. Joseph and Joplin. SST is the active
or back-up servicer on more than 60 securitized asset-backed
securities trusts.


UNITED AUSTRALIA: CHAMP Unit Acquires Majority Stake in Austar
--------------------------------------------------------------
Australian private-equity investment firm Castle Harlan
Australian Mezzanine Partners Pty. Ltd., announced that the
CHAMP I funds have completed the acquisition of a majority
interest in Austar United Communications Limited (ASX: AUN.AX),
in line with a plan announced last December. CHAMP also said it
will initiate an offer to acquire all remaining publicly held
Austar shares in early May.

Austar is the only provider of satellite pay TV in non-urban
eastern Australia and the second largest provider in all of
Australia, with more than 400,000 subscribers. Austar has
exclusive pay television rights in all but the major Australian
cities (i.e., Sydney, Melbourne, Adelaide, Brisbane and Perth)
and the sparsely settled state of Western Australia. For the
year ended December 31, 2002, Austar reported revenues of
approximately A$320 million and earnings before interest, taxes,
depreciation and amortization of approximately A$23 million.

The CHAMP I funds paid US$34.5 million to the bondholder
creditors of United Australia Pacific, Inc., as part of a
Chapter 11 Plan of Reorganization filed in U.S. Bankruptcy Court
in New York last December. In return, CHAMP has assumed UAP's
majority interest in United Austar, Inc., a Colorado company
that beneficially owns 80.7 percent of Austar. UnitedGlobalCom
Inc. is the other shareholder in UAI. UGC separately owns an
additional 0.6% of Austar.

In accordance with requirements of the Australian Securities and
Investment Commission, CHAMP will begin a follow-on offer to
acquire Austar's remaining publicly held shares in early May ,
when offering documents are mailed to shareholders. CHAMP is
offering 16 cents per Austar share, which is slightly higher
than the effective price paid for UAP's Austar shares of 15.5
cents per share. The offer will remain open for 30 days.

Four CHAMP representatives will join the Austar board, and John
Porter will continue as Austar's chief executive officer.

As also previously announced, after completion of the follow-on
offer for the outstanding public shares, CHAMP and UGC intend to
fully underwrite an Austar equity rights issue of A$63.5
million, also expected to be priced at 16 cents per share.
Austar will use the proceeds for working capital in support of
its continuing operations and some debt reduction.

CHAMP manages and advises more than A$750 million in private-
equity capital in several funds available for investment in
leveraged buyouts, growth and development opportunities and
venture capital in Australia, New Zealand and the broader
Australasian region. The CHAMP I Funds have more than A$500
million of committed capital for investment in larger buyouts.

CHAMP is one of Australia's oldest and most successful private-
equity firms. It is 50 percent owned by Castle Harlan, Inc., the
New York merchant bank, and 50 percent by the founders of
CHAMP's predecessor firm.

Since the final closing of the CHAMP I funds in mid-2000, its
Australian acquisitions have included Australian Pacific Paper
Products, a leading Australian maker of diapers and adult
incontinence products; Penrice Soda Products, the only
Australian manufacturer of soda ash and sodium bicarbonate;
Bradken, Australia's leading manufacturer of ground-engaging
tools used by the mining and construction sectors and also
Australia's largest producer of bogey systems for railway
freight cars; and Sheridan Australia, the leading Australian
manufacturer, designer and marketer of bed and bath linens.

Castle Harlan was founded in 1987 by John K. Castle, former
president and chief executive officer of Donaldson, Lufkin &
Jenrette, the investment banking firm, and Leonard M. Harlan,
founder and former chairman of The Harlan Company, a real estate
investment and advisory firm.

Since its inception, Castle Harlan has completed acquisitions
exceeding US$5 billion. It is currently in the final stages of
raising its fourth investment fund, targeted at more than US$1.0
billion.


UNITED STATIONERS: Look for First Quarter 2003 Results by Monday
----------------------------------------------------------------
United Stationers Inc. (Nasdaq: USTR) will report 2003 first
quarter results on Monday, April 28, before the market opens.
In connection with the earnings release, United Stationers will
host a conference call, which will also be broadcast over the
Internet on April 28, beginning at 9:00 a.m. Central Time. The
press release containing the full text of the earnings
announcement and accompanying financial tables will be available
on the Investor Relations section of United Stationers' Web
site, http://www.unitedstationers.com

To participate, callers within the U.S. and Canada should dial
(888) 662-9709 and International callers should dial (773) 756-
0629 approximately ten minutes before the time of the
presentation.  The passcode is "First Quarter Results".  To
listen to the Webcast via the Internet, participants should
visit the Investor Relations section of the company's Web site
at http://www.unitedstationers.comat least 15 minutes prior to
the event's broadcast. Then, follow the instructions provided to
assure that the necessary audio application is downloaded and
installed.  Windows Media Player is required to listen to this
Webcast.  This program can be obtained at no charge to the
user.  In addition, interested parties can access an archived
version of the call, which will also be located on the investor
relations section of United Stationers' Web site approximately
two hours after the conclusion of the call.

United Stationers Inc., with annual sales of approximately $3.7
billion, is North America's largest broad line wholesale
distributor of business products and a provider of marketing and
logistics services to resellers.  Its integrated computer-based
distribution system makes more than 40,000 items available to
approximately 15,000 resellers.  United is able to ship products
within 24 hours of order placement because of its 35 United
Stationers Supply Co. distribution centers, 24 Lagasse
distribution centers that serve the janitorial and sanitation
industry, two Azerty distribution centers in Mexico that serve
computer supply resellers, and two distribution centers that
serve the Canadian marketplace.  Its focus on fulfillment
excellence has given the company an average order fill rate of
97%, a 99.5% order accuracy rate, and a 99% on-time delivery
rate.  For more information, visit
http://www.unitedstationers.com

The company's common stock trades on the Nasdaq National Market
System under the symbol USTR and is included in the S&P SmallCap
600 Index.

As reported in Troubled Company Reporter's January 15, 2003
edition, Standard & Poor's affirmed its 'BB' corporate credit
rating on United Stationers Supply Co., and revised its outlook
on the company to negative from positive.

Approximately $248 million of the Des Plains, Illinois-based
company's debt is affected by this action.

The outlook change is based on United Stationers' revised
earnings guidance for the fourth quarter of 2002 and Standard &
Poor's expectations that the company's performance for the full
year will be well below 2001.


U.S. INDUSTRIES: Takes Initiatives to Refocus Company Operations
----------------------------------------------------------------
U.S. Industries, Inc. (NYSE:USI), a leading manufacturer of bath
and plumbing products - led by the JACUZZI(R) brand and ZURN(R)
family of brand names -- and premium RAINBOW(R) vacuum cleaner
systems, today announced a variety of corporate initiatives that
reflect its transformation from a conglomerate to a focused
operating company.

                       New Corporate Name

The Company's Board of Directors has authorized, subject to the
approval of USI's shareholders, a change in the name of the
corporation to Jacuzzi Brands, Inc.

David H. Clarke, Chairman and Chief Executive Officer of USI,
commented, "We believe that adopting this new name would be an
important step in promoting the Company's strong brand
portfolio, emphasizing our new corporate structure and
clarifying our profile in the financial community. The Jacuzzi
name reaches far beyond the retail marketplace. It joins only a
handful of other global consumer brands that have transcended
their respective markets and become part of the culture of our
society."

Mr. Clarke continued, "We are fortunate that USI's portfolio is
further strengthened by the inclusion of a variety of well-known
consumer brands. Our SUNDANCE(R) brand is an industry-leader in
premium spas and ELJER(R) is a leading North American
manufacturer of sanitary ware, including toilets, baths and
sinks. ZURN is a recognized and respected brand name in the
domestic commercial and institutional 'behind the wall' plumbing
marketplace, while the RAINBOW vacuum cleaners manufactured by
Rexair are ranked second in total domestic market share in the
direct sale vacuum cleaner market. The continued strong
performance of these brands will be an important part of the
Company's future."

Proxy materials related to the proposed name change will be
mailed to shareholders of record on April 30, 2003 on or about
May 7, 2003. The Company will also file an application with the
New York Stock Exchange for a new trading symbol.

                  Executive Management Changes

Donald C. Devine has been named President and Chief Operating
Officer of USI, effective April 21, 2003. These positions have
been unfilled since September 1999.

Mr. Devine, 43, had served as President and Chief Executive
Officer of USI's Jacuzzi Inc. business since June 2002, adding
to an already impressive career in the manufacturing and
marketing of industrial and consumer products. Mr. Devine was
President and Chief Executive Officer of Kimble Glass Inc., the
U.S. subsidiary of Germany's Gerresheimer Group, from 1998-2001.
Prior to his tenure at Kimble Glass, he was a senior executive
at Ivex Packaging Corporation, Gaylord Container Corporation,
the James River Corporation and Packaging Corporation of
America. Mr. Devine is a graduate of the United States Military
Academy at West Point and the University of Virginia, Darden
Business School, Executive Program.

Jeffrey B. Park has been named Senior Vice President and Chief
Financial Officer of USI, effective April 21, 2003. Mr. Park,
51, served as Vice President and Chief Financial Officer of
Jacuzzi, Inc. since August 2002. From 1986 to 2002, he served in
positions of increasing responsibility at Gaylord Container
Corporation, a $1 billion manufacturer and distributor of paper
and packaging products. His tenure at Gaylord culminated with
his promotion to Vice President, Finance. Mr. Park is a graduate
of California State University, Sacramento, and of the Executive
Training Program at Louisiana State University.

David H. Clarke stated, "I have witnessed first hand how these
accomplished executives have revitalized Jacuzzi's operations
and am confident that each will continue to perform at the
highest level in their expanded roles. Their appointments add
further depth to the management team at a time when the majority
of management's energies are now focused on growing USI's core
business operations. Don and Jeff bring an understanding of
USI's business and mission, and I therefore expect that they
will make a seamless transition to their new responsibilities."

Mr. Park replaces Allan D. Weingarten, who will remain Senior
Vice President and Treasurer of the Company through the end of
calendar 2003. Mr. Weingarten, 65, who was appointed Senior Vice
President, Chief Financial Officer and Treasurer in January
2001, plans to retire at the end of this year.

Mr. Clarke continued, "I would like to publicly thank Allan
Weingarten for his contributions. Allan is a primary architect
of USI's financial restructuring and transformation to a focused
operating company with greatly reduced debt. Under his
stewardship, the Company completed more than $600 million in
asset sales, reduced debt by approximately $790 million and
extended debt maturities. Allan will work directly with me on
financing and transition issues. We are fortunate to retain his
services for the balance of this year and look forward to the
benefit of his assistance and counsel."

               Headquarters Consolidation

As a further step in the Company's development as an operating
company, Jacuzzi's Walnut Creek, CA headquarters will be
relocated and consolidated into USI's West Palm Beach, FL
headquarters. This consolidation, which is expected to be
completed later this year, will eliminate certain operating
redundancies and produce a leaner, more appropriate management
structure.

As part of this consolidation, Dorothy E. Sander, Senior Vice
President, Administration, has retired from USI. Ms. Sander's
responsibilities will be absorbed within the operations of the
Company.

David H. Clarke commented, "I have worked with Dorothy since
1984 and appreciate her many years of service and contributions
to USI. I am certain that I speak for everyone at USI when I
wish Dorothy the very best in the years ahead."

Management also expects to record charges of approximately $9.0
million in the fiscal year ending September 30, 2003 related to
this consolidation. These charges are related primarily to
employee severance, leases, moving expenses, corporate name
change, and other related consolidation costs.

U.S. Industries owns several major businesses selling branded
bath and plumbing products, along with its consumer vacuum
cleaner company. The Company's principal brands include
JACUZZI(R), ZURN(R), SUNDANCE(R) Spas, ELJER(R), and RAINBOW(R)
Vacuum Cleaners. Learn more at http://www.usindustries.com

As reported in Troubled Company Reporter's February 18, 2003
edition, Fitch Ratings assigned 'B' ratings to U.S. Industries,
Inc.'s 11.25% senior secured notes and its senior secured bank
facilities and upgraded the rating on USI's 7.25% senior secured
notes to 'B' from 'B-' and removed it from Rating Watch
Negative. Fitch Ratings has also assigned an indicative senior
unsecured rating of 'B-' to USI. The Rating Outlook is Stable.
In addition, Fitch's 'D' rating on USI's 7.125% senior secured
notes is withdrawn. From this issue $11.6 million of bonds
remain outstanding. The senior secured notes and senior secured
bank facilities share security in substantially all of USI's
remaining assets. The rating actions affect approximately $580
million of debt.

The 'B' ratings recognize USI's leading brands in its bath and
plumbing segment, the strong operating results of the Rexair
segment and the company's early success at turning around the
Jacuzzi operations. The ratings also consider USI's sensitivity
to changes in levels of consumer spending and construction
activity. The Rating Watch Negative was based on the execution
risk related to the debt restructuring and is removed as USI has
successfully restructured its debt, reducing outstanding
balances and extending the maturities by several years.


US MINERAL: Taggart Taps ARPC as Claims Evaluation Consultants
--------------------------------------------------------------
Professor Walter Taggart, the legal representative for future
claimants of United States Mineral Products Company, asks for
authority from the U.S. Bankruptcy Court for the District of
Delaware to retain Analysis, Research & Planning Corporation as
Claims Evaluation Consultants, nunc pro tunc to March 6, 2003.

Due to the enormous number of potential asbestos claims and
demands, Professor Taggart has determined that the employment of
Analysis Research is crucial to his effective representation of
the Future Claimants because the Court must determine, among
other things, that amounts are to be paid to present claims and
future demands that involve similar claims in substantially the
same manner.

Analysis Research is a consulting firm with a broad national and
international practice.  Over the past 20 years, Analysis
Research has provided claims evaluation and liability assessment
services in many of the largest personal injury and property
damage cases in the United State's history.

Professor Taggart will look to Analysis Research to:

     a) obtain previously filed public data regarding
        estimations against other defendants in asbestos-related
        proceedings;

     b) review and evaluate the report of Tillinhast-Tower
        Perrin dated October 15, 2001, which is titled "U.S.
        Mineral Products Company - Analysis of Contingent As
        Debtors Liabilities" to determine whether the report is
        an appropriate basis for Professor Taggart to discharge
        his obligations to future claimants;

     c) if necessary, estimate the number and value of present
        and future asbestos related claims and demands against
        the Debtor;

     d) assess proposals made by the Debtors and Asbestos
        Claimant Committee, including proposals from the Debtor
        and the Committee regarding the estimation of claims and
        demands and the formulation of the claims resolution
        procedure for the trust that is created pursuant to
        Section 524(g) of the Bankruptcy Code;

     e) assist him in negotiations with the Debtor and the
        Committee;

     f) render expert testimony as required by Professor
        Taggart; and

     g) provide such other advisory services as may be requested
        by Professor Taggart from time to time.

Analysis Research will bill its services according to its
current customary hourly rates, which are:

          Principals               $350 to $450 per hour
          Senior Consultants       $250 to $350 per hour
          Consultants              $180 to $250 per hour
          Analysts                 $125 to $200 per hour

United States Mineral Products Company filed for chapter 11
bankruptcy protection on June 23, 2001 (Bankr. Del. Case No.
01-2471).  Aaron A. Garber, David M. Fournier and David B.
Stratton at Pepper Hamilton LLP represent the Debtor in its
restructuring efforts.


US WIRELESS: Committee Turns to Navigant Consulting for Advice
--------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in U.S.
Wireless Corporation's chapter 11 cases sought and obtained
approval from the U.S. Bankruptcy Court for the District of
Delaware to retain Navigant Consulting, Inc., nunc pro tunc to
January 22, 2003, as its Financial Advisors.

The professional services that the Committee requests Navigant
Consulting to perform include:

     a) assisting the Committee and its Counsel in its
        investigation of the acts, conduct and financial
        condition of the Debtors, the operation of Debtors'
        business, and any other matters relevant to potential
        causes of action by the estate against accounting
        professionals and other persons; and

     b) performing such other accounting, consulting and
        financial advisory services as may be required and in
        the interest of creditors as requested by the Committee
        or Counsel to the Committee which are in the best
        interest of the creditors.

Navigant Consulting will organize a team for purposes of this
engagement. Anthony B. Creamer III will lead the team as the
Engagement Director.  Navigant's hourly billing rates are:

          Managing Director             $400 to $450
          Principal/Director            $375 to $395
          Senior Engagement Manager     $275 to $350
          Senior Managing Consultant    $200 to $250
          Consultant                    $150 to $175

U.S. Wireless Corporation is a research and development of
wireless location technologies, designs and implements wireless
location networks using proprietary "location pattern matching"
technology. The Company filed for chapter 11 protection on
August 29, 2001 (Bankr. Del. Case No. 01-10262).  David M.
Fournier, Esq., at Pepper Hamilton LLP represents the Debtor in
their restructuring effort. When the Company filed for
protection from its creditors, it listed $17,688,708 in assets
and $22,239,832 in liabilities.


VALLEY MEDIA: Secures Plan Exclusivity Extension through May 13
---------------------------------------------------------------
By order of the U.S. Bankruptcy Court for the District of
Delaware, Valley Media, Inc., obtained an extension of its
exclusive periods.  The Court gives the Debtor, until May 13,
2003, the exclusive right to file a plan of reorganization and
until July 14, 2003, to solicit acceptances of that Plan.

Valley Media Inc, a distributor of music and video entertainment
products, filed for chapter 11 protection on November 20, 2002
(Bankr. Del. Case No. 01-11353).  Neil B. Glassman, Esq., Steven
M. Yoder, Esq., and Christopher A. Ward, Esq. at The Bayard Firm
represent the Debtor in its restructuring efforts. When the
Company filed for protection from its creditors, it listed
$241,547,000 in total assets and $259,206,000 in total debts.


WABASH NATIONAL: Will Publish First Quarter Results by Month-End
----------------------------------------------------------------
Wabash National Corporation (NYSE: WNC) will conduct a
conference call to review and discuss its first quarter
financial results on Wednesday, April 30, 2003, at 10:00 AM
Eastern time.  Wabash National is scheduled to release its
results on Tuesday, April 29, 2003, following the closing of the
financial markets.

The phone number to access the conference call is 800-937-4598.
The call can also be accessed live on the Company's internet Web
site at http://www.wabashnational.com For those unable to
participate in the live webcast, the call will be archived at
http://www.wabashnational.com within three hours of the
conclusion of the live call and will remain available through
May 21, 2003.

Wabash National Corporation designs, manufactures, and markets
standard and customized truck trailers under the Wabash(TM) and
Fruehauf(R) brands. The Company believes it is one of the
world's largest manufacturers of truck trailers, the leading
manufacturer of composite trailers and through its RoadRailer(R)
products, the leading manufacturer of bimodal vehicles.  The
Company's wholly owned subsidiary, Wabash National Trailer
Centers, is one of the leading retail distributors of new and
used trailers and aftermarket parts, including its Fruehauf(R)
and Pro-Par(R) brand products with locations throughout the U.S.
and Canada.

As reported in Troubled Company Reporter's April 16, 2003
edition, Wabash National completed the amendment of its credit
facilities, which includes its revolving line of credit, its
senior notes, its receivables facility and its lease facility.
The amendment revises certain of the Company's financial
covenants and adjusts downward the required monthly principal
payments during 2003.

In another previous report, the Company said it was not prepared
to predict that first quarter results, or any other future
periods, would achieve net income, and did not expect to
announce further results before the first quarter would be
completed, given the softness in demand and other factors.

The Company remains in a highly liquidity-constrained
environment, and even though its bank lenders have waived
current covenant defaults, there is no certainty that the
Company will be able to successfully negotiate modified
financial covenants to enable it to achieve compliance going
forward, or that, even if it does, its liquidity position will
be materially more secure.


WESTPOINT STEVENS: Liquidity Concerns Spur Fitch's Downgrades
-------------------------------------------------------------
Fitch Ratings has lowered the rating of WestPoint Stevens' $1
billion of senior notes to 'CC' from 'CCC-' reflecting a
severely weakened liquidity position, high financial leverage,
and the difficult retail environment. The rating also recognizes
the notes' subordinated position to two secured bank credit
facilities and an off-balance sheet receivables facility. The
Rating Outlook remains Negative given concerns surrounding
WestPoint's ability to continue to finance its operations and
remain in compliance with its bank credit facility.

WestPoint experienced a sharp decline in sales and cash flow in
the first quarter, creating the need for additional forbearance
from its banks. WestPoint has indicated that sales declined 13%
in quarter, and EBITDA totaled $31 million, versus $60 million
in the first quarter of 2002. As a result, WestPoint is in
negotiations with its lenders and has delayed filing its annual
report with the Securities and Exchange Commission (SEC) until
these negotiations are complete. WestPoint's lenders have waived
until June 10 any default that would arise from the delayed
filing or from any financial covenant violations.

WestPoint Stevens is a leading player in the domestic bed linen
and bath towel markets. Its key brands include its flagship
Martex as well as Ralph Lauren, which it licenses. WestPoint
also has a chain of retail outlet stores.

Westpoint Stevens Inc.'s 7.875% bonds due 2005 (WSPT05USR1) are
trading at about 23 cents-on-the-dollar, says DebtTraders. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=WSPT05USR1
for real-time bond pricing.


WORLD AIRWAYS: Reports Update on Flight Attendant Negotiations
--------------------------------------------------------------
World Airways (Nasdaq: WLDAC) has received notification from the
National Mediation Board that its case with the flight
attendants was put in recess until further notice.  This means
that mediation efforts will be discontinued indefinitely and the
current contract will remain in effect.

The Company had returned to mediation on April 15, 2003, at the
request of the National Mediation Board.  After intense
mediation, a contract proposal was presented to the flight
attendant union, and the proposal was subsequently rejected by
the flight attendant negotiating team.

The flight attendants, represented by the International
Brotherhood of Teamsters (Local 210), rejected the contract
proposal that was put out for a vote on November 27, 2002.  This
vote came after 2-1/2 years of negotiations with the flight
attendants and had included nine months of mediation.  The
collective bargaining agreement with the flight attendants had
become amendable on July 1, 2000.

Hollis Harris, chairman and chief executive officer of World
Airways, said, "We are disappointed that the flight attendant
negotiating team did not take the contract proposal to the
membership for a vote.  We believe that we developed a very fair
proposal, especially in light of the current economic
environment in the airline industry, that had included pay
raises and other benefit increases over the next three years.
However, the indefinite recess will allow us to devote our time
and energy to focus on our operations and to building
profitability."

Utilizing a well-maintained fleet of international range,
widebody aircraft, World Airways has an enviable record of
safety, reliability and customer service spanning more than 55
years.  The Company is a U.S. certificated air carrier providing
customized transportation services for major international
passenger and cargo carriers, the United States military and
international leisure tour operators.  Recognized for its modern
aircraft, flexibility and ability to provide superior service,
World Airways meets the needs of businesses and governments
around the globe.  For more information, visit the Company's Web
site at http://www.worldair.com

World Airways' September 30, 2002 balance sheet shows a total
shareholders' equity deficit of about $22 million.


WORLDCOM INC: Court Approves Spaulding's Engagement as Broker
-------------------------------------------------------------
Worldcom Inc., and its debtor-affiliates obtained permission to
employ and retain Spaulding and Slye, LLC as their real estate
broker in connection with the Pentagon City lease, nunc pro tunc
to October 8, 2002.

                         Backgrounder

The Debtors currently own an office complex known as "Pentagon
City," located at 601/701 South 12th Street, Arlington,
Virginia, which comprises 540,000 rentable square feet.  In an
effort to maximize value for their estates, the Debtors
determined to pursue a lease of the Property to the federal
government or a governmental agency.  Spaulding worked with the
Debtors as the sole and exclusive broker for the leasing of the
Property to the Government, and as a result of these efforts,
succeeded in winning the award of the Government lease. In
December 2002, the Debtors entered into the lease of the
Property with the Government.  Spaulding continues to work with
the Debtors in order to assist Debtors with meeting their
obligations under the lease.

Specifically, pursuant to the Agreement, Spaulding made diligent
efforts to consummate the leasing agreement for the Property
with the Government.  In connection therewith, Spaulding has
provided these services to the Debtors:

A. developed a financial package and economic analysis for
    presentation to the Debtors together with the written lease
    proposal from the Government;

B. provided background information on the market, competitive
    buildings and rent comparables, and on the proposed lease
    from the Government, including documentation of
    creditworthiness;

C. assisted the Debtors with the review of the criteria set
    forth in the Government's Solicitation for Offers -- a
    formal request by the Government for offers from building
    owners, setting forth the requirements of the Government,
    and certain other factors -- and assisted the Debtors in
    the preparation and timely submission of their offer to the
    Government in response;

D. assisted the Debtors in the preparation of multiple replies
    to requests for information from the Government, as well as
    multiple economic analyses based on changing criteria;

E. assisted the Debtors in the preparation and timely
    submission of their "final and best" offer to the
    Government; and

F. assisted the Debtors in negotiating and finalizing the
    lease.

The Debtors will compensate Spaulding for professional services
rendered under the Agreement with a 1.25% commission on the
lease of the Property to the Government, calculated on the
aggregate value of the total Base Rent, as it may be increased,
for each year of the term of the lease.  The Debtors estimate
that the commission payable to Spaulding in connection with the
lease of the Property to the Government will be about
$2,400,000. 10% of Spaulding's commission is due after valid
execution and delivery by all parties of a lease for the
Property and any lease related documents.  The remaining 90% of
Spaulding's commission is due after the earlier the sale of the
Property to a third party or October 15,2003. (Worldcom
Bankruptcy News, Issue No. 24; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


W.R. GRACE: Committee Urges Court to Extend Avoidance Period
------------------------------------------------------------
The Official Committee of Unsecured Creditors of W.R. Grace
Debtors asks Judge Fitzgerald to extend the time within which
Avoidance Actions arising under the Bankruptcy Code may be
commenced by or on behalf of the Debtors' estate.

The Court will convene a hearing on May 19, 2003 at 12:00 p.m.
to consider the Committee's request.  By application of
Del.Bankr.L.R 9006-2, the current deadline is automatically
extended through the conclusion of that hearing.

Michael R. Lastowski, Esq., at Duane Morris LP, in Wilmington,
Delaware, points out that, as a result of inherent conflicts and
the uncertainty in the Third Circuit on the standing of
creditors' committees to commence and prosecute Avoidance
Actions, the Creditors' Committee seeks to preserve for the
Debtors' estates to a later date the ability to prosecute
Avoidance Actions and recover monies for the estates.

In anticipation of the coming deadline for Avoidance Actions,
the Debtors conducted a review of their books and records
looking generally at those payments made within the 90-day
period prior to the Petition Date for potential preference
determination purposes, and at those asset transfer transactions
effected during the five-year period prior to the Petition Date
for potential fraudulent transfer analysis purposes.  The
Debtors have informed the Creditors' Committee and each of the
asbestos committees appointed in these cases that their books
and records reflect that they made approximately 45,000 payments
during the 90-day period totaling over $300,000,000.  Of these
payments, over 44,000 of them were for amounts less than
$50,000.

With respect to potential preference actions alone, if one looks
just at payments made within the 90-day period in amounts of
more than $50,000, and without considering any defenses that may
be applicable, the Debtors' records reflect that approximately
650 preference actions representing over $200,000,000 could be
brought by or on behalf of the Debtors' estates in respect to
payments made to vendors, employees, professionals and asbestos-
related claimants under settlements.

The successful prosecution of each preference action as well as
any fraudulent transfer actions brought under a constructive
fraud theory requires a finding that the Debtors were insolvent
during the applicable 90-day period and other extended periods
applicable to fraudulent transfers.

The Creditors' Committee submits that the unique circumstances
of these Chapter 11 cases warrants the extension requested.
Whether the Debtors were insolvent during the applicable
Avoidance Period prior to the Petition Date or any other
prepetition period has not yet been determined by this Court and
cannot be determined until litigation with respect of asbestos
claims against the Debtors' estates have been concluded.  The
discovery phase of the litigation pending before Judge
Fitzgerald to determine what science demonstrates with regard to
whether Zonolite Attic Insulation creates an unreasonable risk
of harm is on-going and, in the absence of a settlement of the
issues, is not scheduled for argument until September 2003.

Furthermore, while there has been extensive briefing by the
Debtors, the asbestos committees, the Creditors' Committee and
other parties setting forth their views on case management
proposals to determine, whether through Daubert hearings,
estimation proceedings or otherwise, the magnitude of asbestos
personal injury claims against these estate, these matters
remain pending without decision before Judge Wolin.  As a
result, any determination by the Court of the Debtors' solvency
or insolvency during the time periods applicable to Avoidance
Actions is not imminent.

Until the time the Third Circuit Court of Appeals renders a
decision in the case of In re Cybergenics, the case law in the
Third Circuit will remain uncertain at best as to whether
Avoidance Actions may be prosecuted by the official committees
appointed in a Chapter 11 case, or whether such actions may only
be brought by the debtor-in-possession or trustee.  While the
Third Circuit vacated its earlier decision in the case of In re
Cybergenics issued September 20, 2002, and the matter was
reargued before the Third Circuit at the end of February 2003,
no decision has yet been issued.

Support for the Committee's request is clear and obvious.  These
Chapter 11 estates stand to lose the potential to recover
millions of dollars on hundreds of preference actions as well as
recovery on fraudulent transfer actions, if applicable, in the
event there is a determination that the Debtors were insolvent
during the applicable Avoidance Period.

In the absence of a determination by this Court on the Debtors'
solvency during the applicable Avoidance Period, the Debtors,
which continue to maintain they are and were solvent at all
relevant times, are inherently conflicted and unwilling to
commence such actions.

The Creditors' Committee and the asbestos committees appointed
in these cases, notwithstanding whatever their views are on
whether the Debtors were solvent during the Applicable Avoidance
Period, are being effectively precluded from commencing and
prosecuting potential Avoidance Actions until the law in this
circuit is settled.

The "Hobson's choice" of perhaps unnecessarily commencing the
many potential Avoidance Actions at great expense and disruption
to these estates, or letting the Code's limitations time period
lapse and thereby lose the potential for recoveries to the
estates is patent.  Failure to grant the extension will cause
these estates to lose the potential ability to recover millions
of dollars on Avoidance Actions should the Court ultimately
render an insolvency determination with respect to the Debtors.

The Creditors' Committee, therefore, submits that this Court
should utilize its inherent power under Section 105 and enter an
order extending the period under Section 546 by which Avoidance
Actions may be brought.  As the Creditors' Committee has no way
of knowing when, or if there will be a solvency determination by
the Court relevant to the Applicable Avoidance Period, the
Creditors' Committee suggests that the period be extended to the
earlier of:

        (a) 60 days after the Court issues an order determining
            the Debtors' solvency during the applicable
            Avoidance Period, and

        (b) the date on which an order of the Court confirming a
            reorganization plan for the Debtors becomes final
            and non-appealable.

The Committee's request is concurrently served on District Court
Judge Alfred M. Wolin of the Delaware District Court.  While
virtually all inherently bankruptcy-related matters, including
the commencement and prosecution of avoidance actions, have been
referred to the Bankruptcy Court, the District Court has not
referred to the Bankruptcy Court, but has retained jurisdiction
over, all matters relating to asbestos personal injury claims in
these Chapter 11 cases.  Given that any determination on the
Debtors' solvency during the period applicable to potential
avoidance actions is directly related to findings on the
magnitude of asbestos personal injury claims against these
estates, whether or not the Debtors are found to have liability
to ZAI claimants, the Creditors' Committee presents this request
to both Judge Fitzgerald and Judge Wolin and seeks their
guidance as to which Judge will hear and render a decision on
their requested. (W.R. Grace Bankruptcy News, Issue No. 39;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


* Meetings, Conferences and Seminars
------------------------------------
April 28-29, 2003
   AMERICAN CONFERENCE INSTITUTE
      Credit Derivatives
         Waldorf Astoria, New York
            Contact: 1-888-224-2480 or 1-877-927-1563
                     http://www.americanconference.com

April 29, 2003
   NEW YORK INSTITUTE OF CREDIT
      Corporate Governance Luncheon
         Contact: 212-629-8686; fax 212-629-7788;
                  info@nyic.org

May 1-3, 2003
   ALI-ABA
      Chapter 11 Business Organizations
         New Orleans
            Contact: 1-800-CLE-NEWS or http://www.ali-aba.org

May 8-10, 2003
   ALI-ABA
      Fundamentals of Bankruptcy Law
         Seattle
            Contact: 1-800-CLE-NEWS or http://www.ali-aba.org

May 14, 2003
   NEW YORK INSTITUTE OF CREDIT
      Factoring Panel Luncheon
         Contact: 212-629-8686; fax 212-629-7788;
                  info@nyic.org

June 4, 2003
   NEW YORK INSTITUTE OF CREDIT
      24th Credit Smorgasbord
         Contact: 212-629-8686; fax 212-629-7788;
                  info@nyic.org

June 19-20, 2003
   RENAISSANCE AMERICAN MANAGEMENT, INC. & BEARD GROUP
      Corporate Reorganizations: Successful Strategies for
        Restructuring Troubled Companies
           The Fairmont Hotel Chicago
              Contact: 1-800-726-2524 or fax 903-592-5168 or
                       ram@ballistic.com

June 26-29, 2003
   NORTON INSTITUTES ON BANKRUPTCY LAW
      Western Mountains, Advanced Bankruptcy Law
         Jackson Lake Lodge, Jackson Hole, Wyoming
            Contact: 1-770-535-7722
                     or http://www.nortoninstitutes.org

July 10-12, 2003
   ALI-ABA
      Partnerships, LLCs, and LLPs: Uniform Acts, Taxation,
         Drafting, Securities, and Bankruptcy
            Eldorado Hotel, Santa Fe, New Mexico
               Contact: 1-800-CLE-NEWS or http://www.ali-aba.org

December 3-7, 2003
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         La Quinta, La Quinta, California
            Contact: 1-703-739-0800 or http://www.abiworld.org

April 15-18, 2004
   AMERICAN BANKRUPTCY INSTITUTE
      Annual Spring Meeting
         J.W. Marriott, Washington, D.C.
            Contact: 1-703-739-0800 or http://www.abiworld.org

December 2-4, 2004
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Marriott's Camelback Inn, Scottsdale, AZ
            Contact: 1-703-739-0800 or http://www.abiworld.org

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday.  Submissions via
e-mail to conferences@bankrupt.com are encouraged.

                          *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices
are obtained by TCR editors from a variety of outside sources
during the prior week we think are reliable.  Those sources may
not, however, be complete or accurate.  The Monday Bond Pricing
table is compiled on the Friday prior to publication.  Prices
reported are not intended to reflect actual trades.  Prices for
actual trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy
or sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies
with insolvent balance sheets whose shares trade higher than $3
per share in public markets.  At first glance, this list may
look like the definitive compilation of stocks that are ideal to
sell short.  Don't be fooled.  Assets, for example, reported at
historical cost net of depreciation may understate the true
value of a firm's assets.  A company may establish reserves on
its balance sheet for liabilities that may never materialize.
The prices at which equity securities trade in public market are
determined by more than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged. Send announcements to
conferences@bankrupt.com.

Bond pricing, appearing in each Thursday's edition of the TCR,
is provided by DebtTraders in New York. DebtTraders is a
specialist in global high yield securities, providing clients
unparalleled services in the identification, assessment, and
sourcing of attractive high yield debt investments. For more
information on institutional services, contact Scott Johnson at
1-212-247-5300. To view our research and find out about private
client accounts, contact Peter Fitzpatrick at 1-212-247-3800.
Real-time pricing available at http://www.debttraders.com/

Each Friday's edition of the TCR includes a review about a book
of interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911. For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

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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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