TCR_Public/030430.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 30, 2003, Vol. 7, No. 84

                           Headlines

AGWAY INC: Creditors Have Until May 30 to File Proofs of Claim
ALLMERICA FINANCIAL: Reports Weaker First Quarter 2003 Results
AMERISOURCE-BERGEN: Solid Performance Spurs S&P to Raise Rating
APPLIED EXTRUSION: Fiscal Q2 2003 Net Loss Narrows to $3 Million
ARIBA INC: Red Ink Continued to Flow in 2nd Fiscal Quarter 2003

AT&T CANADA: Applauds Recommendation on Foreign Investment
BANK OF HAWAII: Continues Improved Performance in First Quarter
BORDEN CHEMICALS: Applications for Final Fee Claims Due Tomorrow
BUDGET GROUP: Asking Court to Approve AIG Close-Out Agreement
CANBRAS COMMS: Considering Selling Brazilian Broadband Operation

CHESAPEAKE ENERGY: Posts Strong Results for First Quarter 2003
CONSECO FINANCE: Court OKs Payment of Up to $4MM in Standby Fees
CONSECO INC: Court to Consider Chapter 11 Plan on May 28, 2003
CONSECO INC: Intends to Amend KERP to Include Mr. Max Bublitz
COVANTA ENERGY: Wants Lease Decision Period Extended to Nov. 21

DAISYTEK INT'L: Evaluating Financing & Reorganization Options
DATAPLAY: Bankruptcy Case Converted to Chapter 7 Liquidation
DAW TECHNOLOGIES: Committee Signs-Up Prince Yeates as Counsel
DIRECTV: Court Approves Mayer Brown's Engagement as Counsel
DOBSON COMM: Discussing Definitive Pact to Restructure BofA Loan

ELCOM INT'L: Obtains Close to $1MM Funding via Private Placement
EMAGIN CORP: Selling $6 Million of Conv. Notes to Investor Group
ENCOMPASS SERVICES: Liquidation Analyses Under 2nd Amended Plan
ENERGAS RESOURCES: Commences Trading on OTC Bulletin Board
ENRON CORP: EPMI Sues Valley Electric to Recover $22 Million

FEI COMPANY: Reports Improved Earnings Results for First Quarter
FIBERCORE INC: Nasdaq Delisting Hearing Slated for May 22, 2003
FLEMING: Wants to Honor & Pay Up to $26MM of PACA/PASA Claims
FRANK'S NURSERY: Working Capital Deficit Tops $5-Mil. at Jan. 26
FRONTLINE COMMS: Provo Div. Restructures Trade Debt with TelMex

FRUIT OF THE LOOM: Resolves Claims Dispute with NFL Properties
GENESEE CORP: Elects Mark W. Leunig to Board of Directors
GLOBALSTAR LP: Court Approves Asset Sale to ICO Global Comms.
GS INDUSTRIES: Plan Confirmation Hearing Set for June 4, 2003
HALEKUA DEVELOPMENT: Case Summary & 20 Largest Unsec. Creditors

HAWK CORP: First-Quarter 2003 Results Show Marked Improvement
HAYES LEMMERZ: Asks Court to Further Extend Lease Decision Time
HUNTSMAN INT'L: First Quarter 2003 EBITDA Tumbles to $107 Mill.
HYPERFEED TECHNOLOGIES: First-Quarter Net Loss Widens to $800K
INBUSINESS SOLUTIONS: Closes $2MM Conv. Equity Private Placement

INSILCO HOLDING: Court Fixes May 15, 2003 as Claims Bar Date
INTEGRATED HEALTH: Pushing for Ninth Exclusive Period Extension
KMART CORP: Names Harold W. Lueken New SVP and General Counsel
LEAP WIRELESS: US Trustee Appoints Unsec. Creditors' Committee
LTV CORP: Judge Bodoh Fixes Preference Litigation Procedures

MAGELLAN HEALTH: Committee Signs-Up Akin Gump as Counsel
MEDEX INC: S&P Assigns B+ Corporate Credit Rating
MEMC ELECTRONIC: March 31 Net Capital Deficit Narrows to $3MM
METROPOLITAN ASSET: Fitch Junks Class B2 Note Rating at CCC
MILLENNIUM CHEMICALS: Red Ink Continues to Flow in First Quarter

NAT'L CENTURY: UST Balks at Bank One's Appointment to Subpanel
NATIONSRENT INC: Court Approves Debis Financing Agreement
OLYMPIC PIPE LINE: Committee Brings-In Preston Gates as Counsel
OWENS CORNING: Wants More Time to Make Lease-Related Decisions
PACIFIC GAS: Lambastes ORA's Review of Hedging Rates Policy

PACIFIC GAS: Inks $1.69-Billion Contract with El Paso Corp.
PCNET: Gets Conditional Financing Commitment to Pay CCAA Dues
PEREGRINE SYSTEMS: Board Elects Peter van Cuylenburg as Chairman
PLAYTEX PRODUCTS: Q1 Results Show Slight Decline in Earnings
POLAROID CORP: Court Okays Traxi LLC as Examiner's Fin'l Advisor

SPECTRULITE: Committee Brings-In Copeland Thompson as Attorneys
SPIEGEL GROUP: Intends to Close 60 Eddie Bauer Stores
SPIEGEL INC: Court Clears J. Frank's Engagement as PR Consultant
SPIEGEL GROUP: Inks New Credit Card Pact with Alliance Data
STILLWATER MINING: First Quarter 2003 Net Loss Tops $1.8 Million

SYBRON DENTAL: Second Fiscal Quarter Results Show Improvement
TIME WARNER TELECOM: Q1 2003 Net Loss Narrows 23% to $33 Million
UNITED AIRLINES: Wins Nod to Alter Section 1110(B) Stipulations
UNITED STATIONERS: Says Q1 2003 Results in "Positive Territory"
VARI-L CO.: Adjourns Special Shareholders' Meeting Until May 5

WADE COOK: Committee Gets Nod to Hire Preston Gates as Counsel
WASHINGTON MUTUAL: Fitch Takes Rating Actions on 2003-S3 Notes
WASHINGTON MUTUAL: Series 2003-AR5 Classes B-4 & B-5 Rated BB/B
WESTAR ENERGY: Will Publish First-Quarter 2003 Results on May 14
WORLDCOM INC: MCI Files Feb. & March Monthly Operating Results

WORLDCOM: Court Sets Missouri Property Sale Auction Procedures
WYNDHAM INTL: HPT Terminates Occupancy & Operations at 15 Hotels

* Motley Rice LLC Launched by 51 Ness Motley Attorneys & Staff

* Meetings, Conferences and Seminars

                           *********

AGWAY INC: Creditors Have Until May 30 to File Proofs of Claim
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of New York
fixes the Claims Bar Date -- the deadline by which all creditors
of Agway, Inc., and its debtor-affiliates, wishing to assert a
claim against the Debtors -- must file their proofs of claim.
The Debtors' creditors have until May 30, 2003 to file their
proofs of claim or be forever barred from asserting that claim.

All claims must be received on or before 5:00 p.m. of the Claims
Bar Date, if by mail:

      Agway Claims Docketing Center
      c/o Donlin, Recano & Company, Inc.
      as Agent for USBC - NDNY
      Re: Agway, Inc., at al.,
      PO Box 2057, Murray Hill Station
      New York, NY 10156

if by hand delivery or overnight courier:

      Agway Claims Docketing Center
      c/o Donlin, Recano & Company, Inc.
      as Agent for the USBC - NDNY
      Re: Agway, Inc., et al.,
      419 Park Avenue South, Suite 1206
      New York, NY 10016

Creditors are not required to file proofs of claim on account
of:

      a) claims already properly filed with the Clerk of this
         Court;

      b) claims not listed in the Debtors' Schedules as
         "disputed," "contingent," or "unliquidated";

      c) administrative expense claims;

      d) claims already paid in full by the Debtors;

      e) claims arising out of or based solely upon an equity
         interest in Agway;

      f) claims against the Debtors arising out of or related to
         an employment benefit;

      g) claims previously allowed by order of this Court; and

      h) claims of a Debtor against another Debtor;

Agway, Inc., is an agricultural co-op that sells feeds, seeds,
fertilizers, and other farm supplies to members and other
growers.  The Company filed for chapter 11 protection on October
1, 2002 (Bankr. N.D. N.Y. Case No. 02-65872). Menter, Rudin &
Trivelpiece, P.C., represents the Debtors in their restructuring
efforts.  As of June 30, 2003, the Debtors listed $1,574,360,000
in total assets and $1,510,258,000 in total debts.


ALLMERICA FINANCIAL: Reports Weaker First Quarter 2003 Results
--------------------------------------------------------------
Allmerica Financial Corporation (NYSE: AFC) reported net income
for the first quarter of $37.1 million, compared to $47.9
million in the first three months of 2002.

"We are very pleased with our first quarter results," said
Edward J. Parry, III, President of Allmerica's Asset
Accumulation Company and Allmerica Financial Corporation's Chief
Financial Officer. "Our performance was in line with
expectations and demonstrates the effectiveness of the
restructuring plan we initiated during the fourth quarter of
last year."

Robert P. Restrepo, Jr., President of Allmerica's Property and
Casualty Companies said, "The improvement in our first quarter
property and casualty earnings was the direct result of the
effective execution of our operating plan. We are particularly
encouraged with the ongoing improvement in commercial lines,
where we continue to benefit from rate increases and
improvements to our underwriting process."

"Our financial services operation performed well in the quarter,
making continued progress on the development of VeraVest
Investments, Inc., our newly-formed, independent broker-dealer,"
Parry said.

                         Segment Results

Allmerica Financial conducts business in three operating
segments. These segments are Property and Casualty (formerly
described as "Risk Management"), Allmerica Financial Services
(including VeraVest Investments, Inc.), and Asset Management
(formerly "Allmerica Asset Management"). Previously, Allmerica
Financial Services and Asset Management were grouped together
under the heading "Asset Accumulation".

Property and Casualty markets property and casualty insurance
products on a regional basis through The Hanover Insurance
Company and Citizens Insurance Company of America. Allmerica
Financial Services manages a portfolio of proprietary life
insurance and annuity products previously issued through
Allmerica's two life insurance subsidiaries, and markets non-
proprietary insurance and retirement savings products and
services primarily to individuals through VeraVest Investments,
Inc., a registered broker-dealer. The Asset Management segment
markets investment management services to institutions, pension
funds, and other organizations through Opus Investment
Management, Inc., and manages a portfolio of guaranteed
investment contracts issued through Allmerica's life insurance
subsidiaries.

                     Property and Casualty

Property and Casualty segment income was $44.2 million in the
first quarter of 2003, as compared to $39.0 million in the first
quarter of 2002. Earnings were higher in the quarter due to rate
increases in all lines, and favorable development on prior
years' reserves in most lines. These items were partially offset
by increased current year frequency of losses and poor weather,
primarily in personal lines, higher policy acquisition expenses,
and lower net investment income.

Property and Casualty highlights:

-- Net premiums written were $550.5 million in the first quarter
    of 2003, compared to $554.9 million in the first quarter of
    2002.

-- Net premiums earned were $554.2 million in the first quarter
    of 2003, compared to $558.1 million in the first quarter of
    2002.

-- Pre-tax catastrophe losses were $11.2 million in both the
    first quarter of 2003 and the comparable period one year
    earlier.

                Allmerica Financial Services

Allmerica Financial Services reported segment income of $2.4
million in the first quarter of 2003, as compared to $29.7
million in the first quarter of 2002. Income for the quarter
decreased principally due to higher amortization of deferred
policy acquisition costs.

Allmerica Financial Services highlights:

-- The Risk Based Capital ratio of Allmerica Financial Life
    Insurance and Annuity Company, Allmerica's lead life
    insurance company, increased to 266 percent at March 31,
    2003, up from 244 percent at December 31, 2002.

-- Total adjusted statutory capital at March 31, 2003 was
    approximately $472.3 million for the combined life insurance
    subsidiaries, compared to $481.9 million at December 31,
    2002.

-- In the first quarter, individual annuity redemptions were
    $1.0 billion, compared to $1.3 billion in the fourth quarter
of 2002.

                        Asset Management

Asset Management's first quarter segment income was $2.5
million, as compared to $5.1 million in the same period in the
prior year. Income declined primarily due to lower earnings on
guaranteed investment contracts and higher borrowing costs for
AMGRO, Inc., the Company's property and casualty premium
financing business.

                           Corporate

Corporate segment net expenses were $17.1 million in the first
quarter of 2003, compared to $16.4 million in the comparable
period in 2002, principally due to a decline in net investment
income.

                       Investment Results

Net investment income was $118.7 million for the first quarter
of 2003, compared to $150.5 million in the same period in 2002.
In the current quarter, net investment income decreased
principally due to lower average outstanding assets resulting
from lower spread-based assets in the guaranteed investment
contract business, surrenders from the general account, and
transfers to the separate accounts from the general account
related to the annuity business. Additionally, invested assets
in Allmerica Financial Services were lower due to the sale of
the Company's fixed universal life insurance block of business.
Additionally, portfolio yields decreased due to lower prevailing
fixed maturity investment rates.

First quarter 2003 pre-tax net realized investment gains were
$13.2 million, compared to $12.3 million of pre-tax net realized
investment losses in 2002. In the current quarter, pre-tax net
realized investment gains were principally related to realized
gains of $42.4 million on the sale of certain fixed income
securities, partially offset by realized losses of $23.5 million
on impairments of fixed income securities and realized losses on
derivative instruments of $6.2 million. In the first quarter of
2002, pre-tax net realized investment losses were principally
related to impairments of $22.4 million on fixed income
securities and realized losses of $13.4 million on derivative
instruments, partially offset by realized gains of $23.6 million
on the sale of certain fixed income and equity securities.

                   Balance Sheet and Other

Shareholders' equity was $2.1 billion, or $39.86 per share at
March 31, 2003, compared to $2.1 billion, or $39.12 per share at
December 31, 2002. Excluding accumulated other comprehensive
income, book value was $40.59 per share at the close of the
first quarter, compared to $39.83 per share at December 31,
2002.

Total assets were $24.4 billion at March 31, 2003, compared to
$26.6 billion at year-end 2002. Separate account assets were
$11.0 billion at March 31, 2003, versus $12.3 billion at
December 31, 2002. The declines in total and separate account
assets were principally the result of surrenders of individual
variable annuities and the decline in the equity market.

        Life Insurance Company Statutory Capital Position

The Risk Based Capital (RBC) ratio of Allmerica Financial Life
Insurance and Annuity Company, Allmerica's lead life insurance
company, increased to 266 percent at March 31, 2003, from 244
percent at December 31, 2002 due to the more favorable risk
profile of the company's investment portfolio. RBC is a
regulatory method of measuring the minimum amount of capital
appropriate for an insurance company. The first level of
regulatory involvement required for life insurance companies as
a result of RBC levels, the so-called "Company Action Level", is
between 100 percent and 125 percent. Regulated insurance
companies with RBC ratios that fall below the Company Action
Level are required to prepare and submit an RBC plan that is
acceptable to the insurance commissioner in the state of
domicile. Total adjusted statutory capital at March 31, 2003
declined about 2 percent to approximately $472.3 million for the
combined life insurance subsidiaries, from $481.9 million at
December 31, 2002, principally due to the decline in the equity
market. Statutory capital is the measure of capital utilized by
insurance industry regulators.

              Chief Executive Officer Search Update

The Board of Directors is continuing its search and
consideration of a President and Chief Executive Officer for the
Company. In order to allow the Board sufficient time to consider
candidates for this position, it is not expected that the
selection will be made prior to the annual meeting of the
Company.

There are several highly qualified candidates for this position,
including both internal and external candidates. The Search
Committee of the Board has been interviewing and evaluating
these candidates, and expects to continue to do so. The
Directors recognize the importance of this decision and have
elected to extend the process in the interest of full and
complete evaluation of all candidates.

Allmerica Financial Corporation is the holding company for a
diversified group of insurance and financial services companies
headquartered in Worcester, Massachusetts.

                          *    *    *

As previously reported in Troubled Company Reporter, Fitch
Ratings revised its Rating Watch on the insurer financial
strength ratings of First Allmerica Financial Life Insurance
Co., Allmerica Financial Life Insurance and Annuity Co., and
Allmerica Global Funding LLC's $2 billion global debt program
rating to Positive from Negative.

Fitch has also revised its Rating Watch on Allmerica Financial
Corporation's senior debt rating and Allmerica Financing Trust's
capital securities to Positive from Negative.

Fitch's actions reflect the significant increase in statutory
capitalization for AFC's life operations as a result of the
execution of several fourth quarter transactions, including the
definitive agreement to sell its interest in a $650 million
block of universal life insurance to John Hancock Life Insurance
Company, the retirement of $551 million in funding agreement
liabilities below face value through open market purchase/
tender offer and the implementation of a new guaranteed minimum
death benefit mortality reinsurance program.

           Entity/Issue Type/Action/Rating/Rating Watch

First Allmerica Financial Life Insurance Co.
      --Insurer financial strength Rating Watch - 'BB-'/Rating
        Watch - Positive

Allmerica Financial Life & Annuity Co.
      --Insurer financial strength 'BB-'/ Rating Watch Positive.

Allmerica Global Funding LLC $2 billion global note program
      --Long-term issuer rating 'BB-'/ Rating Watch Positive.

Allmerica Financial Corp.
      --Long-term issuer 'BB'/ Rating Watch Positive;
      --Senior debt rating 'BB'/ Rating Watch Positive;
      --Commercial paper rating 'B'.

Allmerica Financing Trust
      --Capital securities rating  'B+'/ Rating Watch Positive.


AMERISOURCE-BERGEN: Solid Performance Spurs S&P to Raise Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on AmeriSource-Bergen Corp., to 'BB+' from 'BB' based on
continued solid operating progress and improved credit measures.

The outlook remains positive. The Chesterbrook, Pennsylvania-
based drug wholesaler has $2.1 billion in debt.

The ratings on AmeriSource-Bergen reflect its participation in
the growing but fiercely competitive drug wholesaling industry,
its short track record of performance at current levels, and the
challenges of optimizing the synergies of the merger of two
large companies. AmeriSource Health Corp. and Bergen Brunswig
Corp. merged in August 2001. These factors are mitigated by the
improved scale and diversity of the new company, AmeriSource's
progress in deleveraging its balance sheet, and satisfactory
cash flow protection. Favorable demographics, new product
introductions, and the greater acceptance of pharmaceutical use
for disease-prevention programs will continue to drive industry
growth. Yet, drug distribution is being affected by intense
pricing pressure from large drug retail and health-care
customers. Moreover, changes in government reimbursement rates
for pharmaceuticals could pressure sales and margins.

AmeriSource-Bergen's EBITDA coverage of interest was a solid
6.2x for the last 12 months ended March 31, 2003, tracking well
ahead of pro forma coverage of about 3.3x at the time of the
merger. The results reflect earlier-than-expected merger
synergies, improved working capital management, and wider
operating margins. Free cash flow generated from more efficient
use of working capital and earnings growth should enable the
company to repay debt at a moderate pace over the coming year.

"The company has made significant operational progress, and
results to date indicate that the merger risk has been reduced
substantially," said Standard & Poor's credit analyst Mary Lou
Burde. "AmeriSource-Bergen could achieve an investment-grade
rating in the next year or two if the company continues to grow
operating income, extends its performance record, and if current
credit protection measures are maintained or modestly improved,"
Ms. Burde added.


APPLIED EXTRUSION: Fiscal Q2 2003 Net Loss Narrows to $3 Million
----------------------------------------------------------------
Applied Extrusion Technologies, Inc. (NASDAQ NMS:AETC) announced
financial results for its second fiscal quarter ended March 31,
2003.

                     SECOND QUARTER 2003 RESULTS

Sales for the second quarter of fiscal 2003 of $62,850,000 were
$713,000, or 1.1 percent, lower than the comparable quarter in
fiscal 2002. A 5.7 percent decline in volume was partially
offset by a 4.8 percent increase in average selling price. The
higher average selling price was due both to price increases and
an improved mix of products sold.

Gross profit of $12,719,000 was $771,000, or 6.5 percent higher,
than the same period of last year. Gross margin was 20.2 percent
versus 18.8 percent in the same period of last year. Raw
material costs for the quarter were approximately $4,700,000, or
23 percent higher than the same quarter of last year.
Nevertheless, the Company was able to deliver higher gross
margin and higher absolute gross profit due to higher average
selling prices and an improved mix of products sold.

In addition to an improved gross margin, ongoing operating
expenses were approximately $1,000,000 lower in the current
quarter as a result of the restructuring initiated in September
2002. These cost reductions were partially offset by $420,000 in
restructuring transition expenses. Transition expenses include
duplicative headcount, travel, and relocation expenses specific
to the implementation of the restructuring program. Operating
profit for the second quarter of fiscal 2003 was $4,605,000 or
42 percent higher compared with operating profit of $3,239,000
for the second quarter of fiscal 2002.

For the three months ended March 31, 2003, the Company generated
earnings before interest, taxes, depreciation and amortization
(EBITDA) of $10,381,000, an increase of 28 percent compared with
EBITDA of $8,138,000 for the second quarter of fiscal 2002.

Interest expense of $7,715,000 was $625,000 higher than the
second quarter of fiscal 2002. This was primarily due to
increased borrowings on our revolving credit facility and less
capitalized interest as compared to the same period in the prior
year.

Net loss for the second quarter of fiscal 2003 was $3,110,000
compared with a net loss of $3,851,000 for the second quarter of
fiscal 2002.

                     SIX MONTHS 2003 RESULTS

Sales for the first six months of fiscal 2003 of $122,211,000
were $3,171,000, or 2.7 percent higher than the comparable
period in fiscal 2002. A 1.3 percent decline in volume was more
than offset by a 4.1 percent increase in average selling price.
The higher average selling price was due both to price increases
and an improved mix of products sold.

Gross profit of $24,900,000 was $2,626,000, or 11.8 percent
higher than the same period of last year. Gross margin was 20.4
percent versus 18.7 percent in the same period of last year. Raw
material costs for the first six months were approximately
$7,000,000, or 17 percent higher than the same period of last
year. Nevertheless, the Company was able to deliver higher gross
margin and higher absolute gross profit due to lower
manufacturing costs, higher selling prices, and an improved mix
of products sold.

In addition to an improved gross margin, ongoing operating
expenses were approximately $1,500,000 lower in the current six
months as a result of the restructuring initiated in September
2002. These cost reductions were partially offset by $884,000 in
restructuring transition expenses. Transition expenses include
duplicative headcount, travel, and relocation expenses specific
to the implementation of the restructuring program. Operating
profit for the first six months of fiscal 2003 was $8,625,000 or
60 percent higher compared with operating profit of $5,391,000
for the same period of last year.

For the six months ended March 31, 2003, the Company generated
earnings before interest, taxes, depreciation and amortization
(EBITDA) of $20,163,000, an increase of 33 percent compared with
EBITDA of $15,170,000 for the same period of the prior year.

Interest expense of $14,994,000 was $1,012,000 higher than the
first six months of fiscal 2002. This was primarily due to
increased borrowings on our revolving credit facility and less
capitalized interest as compared to the same period in the prior
year.

Net loss for the first six months of fiscal 2003 was $6,369,000,
compared with a net loss of $8,591,000 for the same period of
the prior year.

             BALANCE SHEET, CASH FLOW AND LIQUIDITY

The Company recently announced that it had completed the
syndication of its amended and restated $50,000,000 revolving
credit facility. At March 31, 2003 the Company had borrowings
outstanding of $10,097,000 in addition to $6,231,000 of letters
of credit. Unused availability under the credit facility was
approximately $21,000,000 at March 31, 2003. Net Debt (total
debt less cash) at March 31, 2003 was $286,761,000, representing
88 percent of total capitalization.

                       COMPANY COMMENTS

"Fiscal 2003 continues to be extremely challenging," commented
Amin J. Khoury, Chairman and Chief Executive Officer. We have
led three price increases in the past year and recently
instituted a $.04 surcharge on all film shipped in an effort to
keep up with rapidly escalating raw material costs, which were
approximately $7,000,000 higher in the first six months of this
year versus the prior year. Raw material costs are continuing to
increase and will be significantly higher in the third fiscal
quarter. We will carefully control capital expenditures and
continuously re-evaluate our cost structure as we progress
through the year. Our focus is on executing a successful
turnaround in fiscal 2003 and laying the foundation for solid
financial returns beginning in fiscal 2004," concluded Mr.
Khoury.

Applied Extrusion Technologies, Inc. is a leading North American
developer and manufacturer of specialized oriented polypropylene
films used primarily in consumer products labeling and flexible
packaging applications.

                           *   *   *

As previously reported in Troubled Company Reporter, Standard &
Poor's affirmed its single-'B' corporate credit rating on
Applied Extrusion Technologies Inc., and removed the rating from
CreditWatch, where it was placed on July 8, 2002. The outlook is
now negative.

The rating reflects the company's below-average business risk
profile, very aggressive debt leverage, and limited financial
flexibility. The company enjoys a leading share of the OPP
market and benefits from a low-cost position.


ARIBA INC: Red Ink Continued to Flow in 2nd Fiscal Quarter 2003
---------------------------------------------------------------
Ariba, Inc. (Nasdaq: ARBA), the leading provider of Enterprise
Spend Management solutions, announced results for the quarter
ended March 31, 2003.

Total revenue for the second quarter of fiscal 2003 was $59.3
million, representing an increase of 3 percent as compared to
$57.4 million in the second quarter of fiscal 2002, while
software license revenue for the quarter was $27.7 million, an
increase of 10 percent as compared to $25.2 million in the prior
year quarter. Net loss on a GAAP basis for the second quarter of
fiscal 2003 was $51.6 million. For the corresponding quarter in
fiscal 2002, the net loss on a GAAP basis was $151.5 million.

Net loss for the second quarter of fiscal 2003 included non-cash
amortization charges of $49.0 million for goodwill and other
intangible assets and $1.2 million for stock-based compensation.
In addition, the company incurred approximately $7 million in
expenses during the second quarter of fiscal 2003 relating to
its recently completed accounting review, which was roughly $5
million higher than expected. For the corresponding quarter in
fiscal 2002, Ariba recorded non-cash charges of $141.3 million
for amortization of goodwill and other intangible assets, $5.1
million for stock- based compensation and $5.6 million for
warrant costs, and a benefit of $158,000 for restructuring
costs.

           New and Existing Customers Continue to Expand
                  Spend Management Initiatives

"Despite the down economy, we are seeing traction in the
acceptance of Enterprise Spend Management and continue to
compete and win against ERP vendors," said Bob Calderoni, CEO,
Ariba. "During the quarter, several first time customers
selected Ariba for their spend management needs, while a number
of existing customers rounded out their ESM initiatives by
expanding their commitment to Ariba Spend Management."

First time customers signed in the second quarter include
Limited Brands, which made a significant commitment to
Enterprise Spend Management, selecting Ariba Analysis, Ariba
Buyer, Ariba Contracts, Ariba Enterprise Sourcing, and Ariba
Invoice. Ariba also signed Valassis, a provider of marketing
services, which selected Ariba Buyer and Ariba Contracts, and in
the government sector, Lawrence Livermore National Laboratory.
In EMEA, Manchester Airport Group, the second largest airport
operator in the United Kingdom and Saudi American Bank (SAMBA),
a leading financial institution in Saudi Arabia, and a
subsidiary of Citigroup, selected key Ariba Spend Management
modules.

Existing customers who have expanded their commitments to Ariba
Spend Management include Best Buy, ChevronTexaco, FedEx, The
Home Depot, Roche Diagnostics, RubberNetworks, and Zurich
Financial. A number of these companies are also engaging the
Ariba Solutions Delivery organization to gain strategic help in
building out their spend management core competencies.

                    Acquisition of Goodex AG

In January 2003, Ariba completed the acquisition of privately-
held Goodex AG, one of the leading sourcing services providers
in Europe. Established in 1999, Goodex advises clients on
strategic sourcing and market-making activities, and has hosted
online sourcing events. The acquisition expands the company's
global services capabilities by providing its European customers
with access to local skills, knowledge, market experience and
suppliers to help them become more self sufficient in defining
and managing their strategic sourcing processes.

             Ariba Category Management Now Available

During the second quarter, Ariba announced the general
availability of its newest product, Ariba Category Management,
which provides a strong complement to the Ariba Enterprise
Sourcing application. Ariba Category Management helps companies
source more strategically by enabling sourcing and procurement
professionals to collaborate closely, gain greater
organizational visibility and control, and capture category
knowledge for re-use. It helps teams make better decisions and
increases buy-in, compliance, and efficiency by providing
workspaces for process and knowledge management. Ariba signed
two new Ariba Category Management customers during the quarter -
Agilent Technologies and ChevronTexaco.

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

                           *    *    *

In its Form 10-Q for the period December 31, 2002, filed on
April 10, 2003, the Company reported:

"We do not have commercial commitments under lines of credit,
standby repurchase obligations or other such debt arrangements.
We do have standby letters of credit, which are cash
collateralized. These instruments are issued by our banks in
lieu of a cash security deposit required by landlords for our
real estate leases. We have approximately $29.5 million in
standby letters of credit related to real estate lease
requirements classified as restricted cash on our Condensed
Consolidated Balance Sheets.

"We expect to incur significant operating expenses, particularly
research and development and sales and marketing expenses, for
the foreseeable future in order to execute our business plan. We
anticipate that such operating expenses, as well as planned
capital expenditures, will constitute a material use of our cash
resources. As a result, our net cash flows will depend heavily
on the level of future sales, our ability to manage
infrastructure costs and the outcome of our subleasing
activities related to the costs of abandoning excess leased
facilities and the level of expenditures relating to our
recently completed accounting review and ongoing litigation.

"Additionally, on October 22, 2002, we announced that our Board
of Directors authorized the repurchase of up to $50 million of
our currently outstanding common stock to reduce the dilutive
effect of our stock option and purchase plans. Stock purchases
under the common stock repurchase program are expected to be
made periodically in the open market based on market conditions.
To date there have been no stock repurchases under this program.
Cash flows from operations and existing cash balances may be
used to repurchase our common stock. As a result, we may incur a
significant impact on cash flows and cash balances.

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


AT&T CANADA: Applauds Recommendation on Foreign Investment
----------------------------------------------------------
AT&T Canada Inc. (TSX: TEL.A, TEL.B; NASDAQ: ATTC, ATTCZ),
Canada's largest competitor to the incumbent telecom companies,
welcomed the Standing Committee for Industry Science and
Technology's recommendation to remove foreign investment
restrictions in Canada's telecommunications industry.

John McLennan, AT&T Canada's Vice Chairman and CEO, said, "We
welcome the Committee's recommendation to adopt a more open
approach to foreign investment in the telecom sector. Monday's
announcement reflects the sentiment of the overwhelming majority
of witnesses who called for liberalization of these rules during
the public hearings of recent months.

"The Committee clearly recognized that foreign investment
restrictions had a disproportionately negative impact on new
entrants. Implementing the Committee's recommendations and
removing the restrictions will significantly improve the ability
of competitors to the former monopoly providers to pursue
sources of investment capital they cannot access under the
current rules. The recommendations tabled today will, when
enacted, help to generate economic activity and to advance the
government's stated goals of growth, investment and innovation.

"It is now up to the Government of Canada to demonstrate its
understanding of the significant obstacle the current
restrictions pose to competitors like AT&T Canada. The
Government has declared its commitment to 'smart regulation'.
The Committee and the telecommunications industry have now
clearly indicated that the smart thing is to remove the
restrictions.

"The Government can and should move quickly to act on the
Committee's recommendations. It can and should introduce the
legislative and regulatory measures that will remove the
restrictions. There is no reason why these changes have to await
the selection of a new Prime Minister or the results of the next
general election. Action can and should be taken now."

"Canadians and the Canadian economy will be the ultimate winners
under a liberalized foreign investment climate," McLennan added.
"The removal of restrictions recommended today will encourage a
greater choice of suppliers, more innovative products and
services, and competitive prices.

"While the Committee's recommendations are most welcome, action
will speak more loudly than words. We encourage the Government
to move as quickly as possible to enact the legislative and
regulatory changes that will bring these recommendations to
life."

AT&T Canada is the country's largest competitor to the
incumbent telecom companies. With over 18,700 route kilometers
of local and long haul broadband fiber optic network, world
class managed service offerings in data, Internet, voice and IT
Services, AT&T Canada provides a full range of integrated
communications products and services to help Canadian businesses
communicate locally, nationally and globally. AT&T Canada Inc.
is a public company with its stock traded on the Toronto Stock
Exchange under the symbols TEL.A and TEL.B, and the NASDAQ
National Market System under the symbols ATTC and ATTCZ. Visit
AT&T Canada's Web site at http://www.attcanada.com
http://www.attcanada.comfor more information about the company

AT&T Canada Inc.'S 7.650% bonds due 2006 (ATTC06CAR1) are
trading at about 21 cents-on-the-dollar, DebtTraders says. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=ATTC06CAR1
for real-time bond pricing.


BANK OF HAWAII: Continues Improved Performance in First Quarter
---------------------------------------------------------------
Bank of Hawaii Corporation (NYSE:BOH) reported diluted earnings
per share of $0.47 for the first quarter of 2003, up from
diluted earnings per share of $0.44 in the fourth quarter of
2002 and up from $0.41 in the comparable quarter last year. Net
income for the first quarter was $29.8 million, up from $28.9
million in the previous quarter and down slightly from $31.1
million reported in the same quarter last year.

The return on average assets for the first quarter of 2003 was
1.31 percent, up from 1.20 percent in the fourth quarter of 2002
and up from 1.21 percent in the first quarter of 2002. The
return on average equity was 12.42 percent in the first quarter,
up from 10.72 percent in the previous quarter and a significant
improvement from 9.97 percent in the same quarter last year.

"We are encouraged by the first quarter results for 2003," said
Michael E. O'Neill, Chairman and CEO. "Despite weak financial
market conditions, our net interest income and margin are up,
credit losses and other credit quality indicators have improved,
and our expenses are coming down. We are pleased to see growth
in both loans and deposits. The Hawaii economy has held up well
in the face of uncertainty. Our system conversion is on schedule
and on budget, and we are looking forward to the benefits it
will create for both our customers and our shareholders."

Net income in the first quarter of 2003 included charges of $7.4
million related to the information technology systems
replacement project. Included in the fourth quarter of 2002 were
charges of $7.0 million related to the information technology
systems replacement project and $0.4 million in net
restructuring expenses related to the divestiture program. Non-
core items in the first quarter of 2002 included net
restructuring expenses of $2.0 million.

                     Financial Highlights

Net interest income for the first quarter of 2003 on a fully
taxable equivalent basis was $91.0 million, up $0.8 million from
the fourth quarter of 2002, primarily due to increased loan
volumes and a reduction in rates on deposits and borrowings. An
analysis of the change in net interest income is included in
Table 6. Net interest income was down $3.9 million from the
first quarter of 2002 primarily due to lower interest rates.

The net interest margin was 4.29 percent for the first quarter
of 2003, a 24 basis point increase from 4.05 percent in the
previous quarter and a 37 basis point increase from 3.92 percent
in the same quarter last year. The significant improvement in
the net interest margin was largely due to lengthening the
maturities of certain short-term investments, an improved
earning asset mix, and reductions in short-term borrowings and
time deposits, as well as debt repurchases in 2002, which
lowered the Company's cost of funds.

Bank of Hawaii Corporation's credit quality continued to improve
during the first quarter of 2003. As a result, the Company did
not recognize a provision for loan and lease losses during the
quarter. The allowance for loan and lease losses was reduced by
$2.8 million from December 31, 2002, which equaled the amount of
net charge-offs for the quarter. The Company did not recognize a
provision for loan and lease losses during the fourth quarter of
2002. The provision for loan and lease losses was $8.3 million
in the first quarter of 2002, which equaled net charge-offs for
that quarter.

Non-interest income was $44.8 million for the quarter compared
to non-interest income of $50.4 million in the fourth quarter of
2002 and $53.0 million in the first quarter of 2002. The
decrease was largely due to a reduction in gains on sales of
mortgage loans resulting from the decision at the end of 2002 to
hold the majority of first quarter 2003 mortgage loan
originations in the portfolio rather than selling them in the
secondary market. The decrease in sales gains offset growth in
other non-interest revenue, including tax preparation fees,
service charges on deposits and other service fee income.

Non-interest expense for the first quarter of 2003 was $90.2
million, including the previously mentioned $7.4 million in
information technology system replacement costs. Non-interest
expense for the fourth quarter of 2002 also included a combined
$7.4 million in information technology system replacement and
net restructuring costs, as discussed above. By comparison, non-
interest expense in the first quarter of 2002 included net
restructuring costs of $2.0 million. Excluding these items, non-
interest expense was $82.8 million in the first quarter of 2003,
a decrease of $6.5 million, or 7.3 percent, compared to the
previous quarter and a decrease of $6.7 million, or 7.4 percent,
from the same quarter last year.

The efficiency ratio was 66.4 percent for the first quarter of
2003. Excluding systems replacement project costs and non-core
items, the efficiency ratio was 61.0 percent in the first
quarter, compared to 63.5 percent in the previous quarter and
60.5 percent in the same quarter last year.

The Company's business segments are defined as Retail Banking,
Commercial Banking, Investment Services Group, and Treasury and
Other Corporate. Business segment results are determined based
on the Company's internal financial management reporting process
and organizational structure.

                          Asset Quality

Bank of Hawaii Corporation's credit quality reflected continued
improvement in the first quarter of 2003. Non-performing assets
were $44.2 million at the end of the quarter, a decrease of
$10.2 million, or 18.8 percent, from non-performing assets of
$54.4 million at the end of the fourth quarter. Compared to the
same period last year, non-performing assets declined $46.5
million, or 51.3 percent. At March 31, 2003 the ratio of non-
performing assets to total loans plus foreclosed assets and non-
performing loans held for sale was 0.79 percent down from 1.01
percent at December 31, 2002 and down from 1.61 percent at March
31, 2002.

Non-accrual loans were $35.1 million at March 31, 2003, a
reduction of $9.9 million, or 22.0 percent, from $45.0 million
at December 31, 2002 and down $28.6 million, or 44.9 percent,
from $63.7 million at March 31, 2002. Non-accrual loans as a
percentage of total loans were 0.63 percent at March 31, 2003
down from 0.84 percent at the end of the previous quarter and
down from 1.14 percent at the end of the comparable quarter last
year.

Net charge-offs for the first quarter of 2003 were $2.8 million,
or 0.21 percent (annualized) of total average loans. Charge-offs
during the quarter of $6.1 million were partially offset by
recoveries of $3.3 million. Net charge-offs in the fourth
quarter of 2002 were $11.6 million, or 0.88 percent (annualized)
of total average loans. Net charge-offs during the first quarter
of 2002 were $8.3 million, or 0.60 percent (annualized) of total
average loans.

The allowance for loan and lease losses was $140.0 million at
March 31, 2003. The ratio of the allowance for loan and lease
losses to total loans was 2.52 percent at March 31, 2003
compared with 2.67 percent at December 31, 2002 and 2.84 percent
at the end of the same quarter last year.

                   Other Financial Highlights

Total assets were $9.4 billion at the end of March 31, 2003,
down slightly from $9.5 billion at the end of December 31, 2002
and down from $10.2 billion at the end of March 31, 2002. The
decrease of $106 million from the previous quarter was largely
due to reductions in short-term investments. Partially
offsetting the decrease in short-term investments was growth in
loans, which increased $206 million from December 31, 2002.
Compared to the previous year, the decrease in total assets was
largely due to reductions in short-term investments as excess
liquidity was utilized for share repurchases and debt reduction.

Total deposits at March 31, 2003 were $7.0 billion, up $67
million from December 31, 2002 and up $444 million from March
31, 2002 as growth in demand and savings deposits continued to
offset managed decreases in time and foreign deposits. During
the first quarter of 2003 the number of checking and savings
accounts increased in response to deposit promotions and other
initiatives. Offsetting the deposit growth were decreases in
short-term borrowings, which reflected the lower funding needs
of the Company.

During the first quarter of 2003, Bank of Hawaii Corporation
repurchased 2.9 million shares of common stock at a total cost
of $86.3 million under the share repurchase program. The average
cost per share was $30.22 during the quarter. From the beginning
of the program through March 31, 2003, the Company had
repurchased a total of 23.0 million shares and returned a total
of $614.2 million to the shareholder at an average cost of
$26.71 per share. Through April 25, 2003, the Company
repurchased an additional 0.14 million shares of common stock at
a cost of $31.87 per share. Remaining buyback authority was
$181.3 million at April 25, 2003.

The Company's capital and liquidity remained exceptionally
strong during the first quarter of 2003. At March 31, 2003 the
Tier 1 leverage ratio was 10.03 percent compared to 10.34
percent at December 31, 2002 and 12.64 percent at March 31,
2002.

The Company's Board of Directors declared a quarterly cash
dividend of $0.19 per share on the Company's outstanding shares.
The dividend will be payable on June 13, 2003 to shareholders of
record at the close of business on May 23, 2003.

       Information Technology Systems Replacement Project

Bank of Hawaii Corporation signed an agreement with Metavante
Corporation in July 2002 to serve as the Company's primary
technology systems provider. The seven-year outsourcing
arrangement remains on schedule to be operational in the third
quarter of 2003 and is expected to provide annual cost savings
of over $17 million compared to 2002 expense levels. In
connection with this project, the Company estimates that it will
recognize transition charges of approximately $35 million over
the five-quarter conversion period that began in the third
quarter of 2002. During the first quarter of 2003, $7.4 million
in transition costs were incurred, bringing the total project-
to-date cost to $21.0 million. System conversion costs are
estimated to be approximately $10.2 million in the second
quarter of 2003. Additional details on this project may be found
in Table 10.

                       Economic Outlook

The Hawaii economy remained relatively strong during the first
quarter of 2003 and is forecast to remain healthy during the
remainder of the year. The construction and real estate
investment sectors continue to lead the Hawaii economy. Tourism,
as measured by passenger arrivals, was up 4.1 percent in the
first quarter of 2003 compared to the same quarter last year.
The recent conflict in Iraq had minimal effects on Hawaii
tourism. Unemployment in Hawaii declined to 3.0 percent during
the quarter, about half the national unemployment level. Job
growth in the state is projected to be approximately 2.0 percent
for 2003 and real income is forecast to grow about 3.0 percent.
Inflation expectations remain relatively low at 1.5 percent. For
more economic information, visit the Company's Web site
http://www.boh.com/econ/

                          Earnings Outlook

The Company's previously published earnings guidance of $131
million in net income for the full year of 2003 remains
unchanged. Based on current conditions, the Company does not
expect to record a provision for loan losses in 2003. However,
the actual amount of the provision for loan losses will depend
on determinations of credit risk that will be made near the end
of each quarter. Earnings per share and return on equity
projections continue to be dependent upon the terms and timing
of share repurchases.

Bank of Hawaii Corporation is a regional financial services
company serving businesses, consumers and governments in Hawaii,
American Samoa and the West Pacific. The Company's principal
subsidiary, Bank of Hawaii, was founded in 1897 and is the
largest independent financial institution in Hawaii. For more
information about Bank of Hawaii Corporation, see the Company's
Web site at http://www.boh.com

                           *     *     *

As previously reported, Fitch Ratings upgraded the Individual
rating of Bank of Hawaii Corporation, formerly Pacific Century
Financial Corporation, to 'B/C' from 'C' and revised its Rating
Outlook to Positive from Stable. The upgrade of the Individual
rating and the change in its Rating Outlook largely reflects the
progress the company has made in reducing the risk profile of
the company and the prospects for improved operating
performance.

Fitch's ratings also take into account the company having a
solid Hawaiian banking franchise, which provides them with a
stable core funding base and a healthy liquidity position.
Further, the ratings incorporate BOH's strong capital and
reserve positions, which temper concerns regarding the number of
problem or potential problem credits that remain in the
portfolio.


BORDEN CHEMICALS: Applications for Final Fee Claims Due Tomorrow
----------------------------------------------------------------
On March 13, 2003, the Court-Confirmed Third Amended Joint Plan
of Liquidation of Borden Chemicals and Plastics Operating
Limited Partnership, together with its debtor-affiliate, and its
general partner, BCP Management Inc., became effective.  The
assets of BCP and BCPM were conveyed to separate liquidating
entities and will be liquidated and distributed to allowed
claimants according to priorities established by the U.S.
Bankruptcy Code.

The U.S. Bankruptcy Court for the District of Delaware directs
any entity asserting a Fee Claim for services rendered before
the Effective Date, other than a Claim by any Professional hired
pursuant to the Ordinary Course Professionals Order, to file
with the Court an application for final allowance of that claim
on or before May 1, 2003.

A hearing on all Final Fee Claims will be held before the
Honorable Peter J. Walsh on June 13, 2003, at 1:30 p.m.

BCP and its subsidiary, BCP Finance Corporation, filed voluntary
petitions for protection under Chapter 11 of the U.S. Bankruptcy
Code in the United States Bankruptcy Court for the District of
Delaware on April 3, 2001 while BCPM, the general partner of
BCP, filed for bankruptcy on March 22, 2002 (Jointly
Administered, Bankr. Del. Case No. 01-1268). A separate and
distinct entity, Borden Chemical, Inc., is not part of the
bankruptcy.


BUDGET GROUP: Asking Court to Approve AIG Close-Out Agreement
-------------------------------------------------------------
AIG Europe SA has previously issued to certain of Budget Group
Inc., and its debtor-affiliates various insurance policies that
provided coverage for automobile liability exposure for the
policy periods from January 1, 1998 to January 1, 2001.  In
connection with the Policies, the Debtors and AIG executed
various payment and indemnity agreements and schedules, which,
together with any related documents and the Policies, detail the
parties' liabilities, rights and obligations with respect to the
Policies and additional specifics of the insurance arrangement
between the Debtors and AIG.

Pursuant to the terms of the Agreements, the Debtors are
obligated to reimburse or pay AIG for all retrospective premium
and other obligations, including, without limitation, retention
amounts, deductibles, allocated loss expense, claims
administration expenses, and time and expense fees under the
Agreements.

The Debtors have asked AIG to permit the Debtors to close out
its Obligations under the Agreements.  In connection therewith,
the Obligations have been evaluated and estimated for the
purposes of the close-out, and the Debtors seek to make a final
payment in full satisfaction of all current and future
obligations under the Agreements.  Edmon L. Morton, Esq., at
Young Conaway Stargatt & Taylor LLP, in Wilmington, Delaware,
relates that the Close-out Agreement was negotiated at arm's
length and in good faith between the parties, with the
Committee's consent.

Accordingly, by this motion, the Debtors ask the Court to
approve the Close-Out Agreement under Sections 105, 363 and 365
of the Bankruptcy Code and to the extent applicable, Rule 9019
of the Federal Rules of Bankruptcy Procedure.

The basic terms of the Close-out Agreement are:

   A. The Debtors would pay $3,350,000 to AIG in full and final
      settlement of the Debtors' current and future Obligations
      under the Agreements and the GL Policies;

   B. AIG currently holds cash security amounting to $2,496,370
      plus accrued interest on the Debtors' behalf.  After
      Court approval of the Close-out Agreement, the Debtors
      would release the Cash Security to AIG and pay AIG the
      difference between the Close-out Payment and Cash Security
      to satisfy the balance of the Close-Out Payment;

   C. Within five business days after the Conditions in the
      Close-Out Agreement have occurred, a letter of credit
      amounting to $3,900,000 issued in relation to the GL
      Policies will be released to the issuing bank;

   D. The Close-Out Agreement does not alter or release any
      insurance coverage previously provided to the Debtors by
      AIG under the Policies.  All provisions of the Policies
      other than those requiring payment of money by the Debtors,
      including without limitation, those relating to dates of
      coverage, exclusion, limitations and cooperation, are not
      altered by the Close-Out Agreement; and

   E. From and after the date of execution of the Close-Out
      Agreement, the Debtors will not present any further claims
      against the GL Policies and the Debtors will release and
      hold AIG harmless from any and all obligations AIG may have
      in connection with the GL Policies.

Mr. Morton contends that the approval of the Close-Out Agreement
will enable the Debtors to fully satisfy all current and future
Obligations under the Agreements and the GL Policies by making
the one-time Close-Out Payment, thereby eliminating any
uncertainty and risk which otherwise would exist in connection
with the Debtors' potential future obligations under the
Agreements and the GL Policies.  This result is especially
important given the fact that the Debtors have sold
substantially all of their assets and are in the process of
winding down their estates.  In addition, execution of the
Close-Out Agreement will result in the release of the Letter of
Credit to the issuing bank and elimination of the Debtors'
potential liability in connection with the Letter of Credit.
(Budget Group Bankruptcy News, Issue No. 19; Bankruptcy
Creditors' Service, Inc., 609/392-0900)

Budget Group Inc.'s 9.125% bonds due 2006 (BDGP06USR1) are
trading at about 22 cents-on-the-dollar, says DebtTraders. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=BDGP06USR1
for real-time bond pricing.


CANBRAS COMMS: Considering Selling Brazilian Broadband Operation
----------------------------------------------------------------
Canbras Communications Corp. (TSX.CBC) released results for the
first quarter ended March 31, 2003.

Renato Ferreira, President and CEO of the Canbras Group, stated,
"Canbras' results for the first quarter were in line with the
company's constrained growth strategy for 2003. Cable
subscribers remained stable relative to the previous quarter
despite price increases and weaker demand as a result of the
summer holidays and carnival season in Brazil, which
historically is the slowest period of the year for Canbras.
While revenues decreased by 21.5% from the first quarter of 2002
largely due to the 54% average devaluation of the Brazilian real
against the Canadian dollar, Canbras was able to maintain its
EBITDA level stable at $3.0 million.

Mr. Ferreira added: "Canbras still faces major liquidity issues
arising mainly from the inability of one of our subsidiaries,
Canbras TVA, to repay an approximately US$ 9.25 million
obligation under its credit facility due in mid May of this
year, as well as a projected cash short-fall in 2004 in relation
to corporate overhead expenses. During the first quarter of 2003
progress has been made in regard to a potential restructuring of
the debt that could avoid a payment default this May and which
would be based on a business plan that could enable the Canbras
Group to continue in operation for 2003 and beyond. We have not
yet come to a final conclusion with the bank lenders and our
partner on all issues associated with such potential debt
restructuring and related business plan, but we are cautiously
optimistic that all parties will reach an acceptable agreement
within the next several weeks. At this time however, there can
be no assurances that such an agreement will be reached."

"Also during the first quarter of 2003, Canbras continued the
process it had started in 2002 to investigate the possibility of
a sale of its broadband communications operations in Brazil",
stated Mr. Ferreira, and "while a number of parties have shown
interest in the company, valuation and financing issues could
make it difficult to obtain an offer on acceptable terms in the
near future. At this time, no final decisions have been made by
the Canbras board of directors on an intended course of action."

                 Change in Functional Currency

As of January 1, 2003, the Corporation's Brazilian subsidiaries
were no longer considered to be integrated operations due to the
fact that the day-to-day financing of the subsidiaries'
operations had become largely independent of the Corporation and
accordingly the subsidiaries are considered to be self-
sustaining. The Corporation continues to report the financial
results in Canadian dollars, but the functional currency of its
foreign subsidiaries has changed from Canadian dollars to
Brazilian reais. This change in accounting policy was applied
prospectively with no restatement of prior year's results.

The impact of changing the functional currency on the January 1,
2003 balance sheet was a reduction in the carrying value of
fixed assets, licenses, deferred costs and non-controlling
interest of $40.8 million, $19.9 million, $4.6 million and $12.4
million respectively and as a result, shareholders' equity was
reduced by $52.9 million. The reduction reflects the decline in
value of the Brazilian real relative to the Canadian dollar
since the time the non-monetary assets were first acquired. As a
result of the devaluation in the Brazilian real relative to the
Canadian dollar in the first quarter of 2003, a further amount
of $1.3 million was charged to foreign currency translation
adjustment in shareholders' equity.

                          Results review

First Quarter 2003 versus First Quarter 2002

Revenue for the quarter was $13.5 million, a decrease of 21.5%
over the first quarter of 2002. The decrease was primarily as a
result of a 54% devaluation of the average translation rate of
Brazilian reais into Canadian dollars relative to the first
quarter of 2002, partially offset by cable and access subscriber
growth and price increases. In Brazilian reais, revenue for the
first quarter of 2003 increased by approximately 22% over the
first quarter of 2002.

EBITDA (earnings before interest, taxes, depreciation,
amortization and foreign exchange) was unchanged at $3.0 million
from the first quarter of 2002. The decrease in revenues was
offset by a decrease in cost of service and in operating
expenses both resulting principally from the weaker foreign
exchange translation rate of the Brazilian real.

The Corporation recorded net earnings from continuing operations
of $0.4 million in the quarter, compared to a net loss from
continuing operations of $3.7 million in the first quarter of
2002. The improvement was primarily due to lower depreciation
and amortization expenses as a result of the change in the
functional currency of the Corporation's Brazilian subsidiaries.
The improvement in net earnings is also attributable to a
foreign exchange gain on the US dollar denominated debt due to a
5% appreciation relative to December 31, 2002 in the Brazilian
real compared to the US dollar. Interest expenses were lower in
the first quarter of 2003 than in the first quarter of 2002 as a
result of the purchase by the Corporation of C$15.8 million in
notes issued by a subsidiary of the Corporation from a group of
banks during the first quarter of 2002.

Capital expenditures for the three months ended March 31, 2003
was $1.5 million compared to $2.7 million in 2002. This decrease
was mainly due to lower subscriber additions and the devaluation
of the Brazilian real compared to the Canadian dollar. Also
during the first quarter of 2003, the Canbras group sold $0.6
million of materials held for future capital expenditures.

During the first quarter of 2003, cash increased by $2.8 million
as cash provided by operating activities exceeded capital
expenditures of $1.5 million and cash used for discontinued
operations of $0.5 million.

Canbras, through the Canbras Group of companies, is a leading
broadband communications services provider in Brazil, offering
cable television, high speed Internet access and data
transmission services in Greater Sao Paulo and surrounding areas
and the State of Paran . Canbras Communications Corp.'s common
shares are listed on the Toronto Stock Exchange under the
trading symbol CBC. Visit the Company's Web site at
http://www.canbras.ca


CHESAPEAKE ENERGY: Posts Strong Results for First Quarter 2003
--------------------------------------------------------------
Chesapeake Energy Corporation (NYSE: CHK) reported its financial
and operating results for the 2003 first quarter.  For the
quarter, Chesapeake generated net income available to common
shareholders of $70.0 million and operating cash flow of $167.7
million (defined as cash flow from operating activities before
changes in assets and liabilities) on revenue of $374.4 million.

The company's 2003 first quarter net income available to common
shareholders of $70.0 million included a $17.2 million after-tax
risk management gain (a non-cash item resulting from the
application of SFAS 133 to the company's derivative contracts
that do not qualify for hedge accounting) and a $2.4 million
after-tax gain resulting from the cumulative effect of an
accounting change for the adoption of SFAS 143 for asset
retirement obligations.

Production for the 2003 first quarter was 56.8 billion cubic
feet of natural gas equivalent (bcfe), comprised of 50.4 billion
cubic feet of natural gas (bcf) (89%) and 1.06 million barrels
of oil (mmbo) (11%).  Oil and natural gas production increased
35% from the 2002 first quarter and 15% compared to the 2002
fourth quarter.  The 2003 first quarter marked Chesapeake's
seventh consecutive quarter of production growth compared to
seven consecutive quarters of production decline in the
industry.  During the past seven quarters, Chesapeake's
production has increased 45%, for an average per quarter growth
rate of 6%.  Reserve growth during the 2003 first quarter was
also significant as production of 57 bcfe was replaced by 660
bcfe of new proved reserves (a 1,150% reserve replacement rate).
This growth was comprised of 564 bcfe from acquisitions, 82 bcfe
from drilling and 14 bcfe from positive revisions.

Average prices realized during the 2003 first quarter (after
hedging) were $27.27 per barrel of oil (bo) and $4.51 per
thousand cubic feet of natural gas (mcf), for a realized gas
equivalent price of $4.52 per thousand cubic feet of natural gas
equivalent (mcfe).

                       Management Comments

Aubrey K. McClendon, Chesapeake's Chief Executive Officer,
commented, "We are pleased to announce Chesapeake's very strong
first quarter earnings, exceptional growth in proved reserves
and production, low operating costs, high operating margins and
increased production forecasts for the remainder of 2003.
Chesapeake's value-creating financial and operating results are
being driven by its distinctive Mid-Continent focus on
successful deep-gas exploration and small to medium-sized
acquisitions.  Because of the company's unique scale, its
technological advantages and its unrivaled Mid-Continent 3-D
seismic and leasehold inventory, we believe Chesapeake's
production and reserve growth trends are sustainable and should
enable the company to continue generating significant increases
in shareholder value in the years ahead."

Chesapeake Energy Corporation is one of the 8 largest
independent natural gas producers in the U.S.  Headquartered in
Oklahoma City, the company's operations are focused on
exploratory and developmental drilling and producing property
acquisitions in the Mid-Continent region of the United States.
The company's Internet address is http://www.chkenergy.com

As reported in Troubled Company Reporter's March 4, 2003
edition, Standard & Poor's assigned its 'B+' rating to
independent oil and gas exploration and production company
Chesapeake Energy Corp.'s proposed $300 million senior unsecured
notes due 2013. At the same time, Standard & Poor's assigned its
'CCC+' rating to Chesapeake's $200 million convertible preferred
stock.

All of Chesapeake's ratings remain on CreditWatch with positive
implications where they were placed on Feb. 25, 2003 following
Chesapeake's announcement that it has signed agreements to
purchase oil and gas exploration and production assets from El
Paso Corp. and Vintage Petroleum Inc. for a total consideration
of $530 million.

The CreditWatch with positive implications reflect that:

       -- Chesapeake is acquiring properties with low cost
          structures in its core Mid-Continent operating area
          that have a high degree of overlap with Chesapeake's
          operations, which should provide cost-reduction
          opportunities.

       -- Chesapeake intends to fund the transactions with a high
          percentage of equity; Chesapeake has announced an
          offering of eight million common shares (about $160
          million of net proceeds are expected) and $200 million
          of convertible preferred securities with the balance
          funded with debt.


CONSECO FINANCE: Court OKs Payment of Up to $4MM in Standby Fees
----------------------------------------------------------------
Conseco Finance Corp., and its debtor-affiliates obtained the
Court's permission to negotiate back-up purchase agreements with
the Consortium and pay each Standby Bidder $2,000,000, for a
total of $4,000,000.  The Standby Fees would be paid on the
earlier of the Asset Sale closing or June 30, 2003.  The CFC
Debtors also propose to pay the reasonable and documented fees
and expenses of the Standby Bidders in connection with the
negotiation of their Purchase Contracts, which will not exceed
$150,000 per Bidder.

As previously reported, EMC Mortgage Corporation, Charlesbank
Capital Partners, and General Electric Consumer Finance
presented the Conseco Finance Corp., Debtors with the second
highest bid at the Auction to sell substantially all their
assets.  As the second highest bidder, this Consortium was asked
to keep its bid open until the earlier of June 30, 2003 or the
sale's closing with the highest bidder. However, Charlesbank
takes the position that its bid expired on March 15, 2003 and
EMC's expired on April 1, 2003. (Conseco Bankruptcy News, Issue
No. 18; Bankruptcy Creditors' Service, Inc., 609/392-0900)


CONSECO INC: Court to Consider Chapter 11 Plan on May 28, 2003
--------------------------------------------------------------
On March 18, 2003, the United Bankruptcy Court for the Northern
District of Illinois (Eastern Division) approved the Second
Amended Disclosure Statement prepared by Conseco Inc., and its
debtor-affiliates as adequate pursuant to Sec. 1125 of the
Bankruptcy Code.  The Court finds that, if creditors will read
the Disclosure Statement, it provides them with the right kind
of information to make an informed decision when they vote to
accept or reject the Plan.

A hearing to consider the confirmation of the Debtors' Plan of
Reorganization will convene on May 28, 2003, at 11:00 prevailing
Central Time, before the Honorable Carol A. Doyle.

The Court also fixes May 14 as the deadline for the submission
of objections to the confirmation of the Plan. Objections must
be submitted to the Clerk of the Bankruptcy Court and copies
must be served on:

         a. Counsel for the Debtors
            Kirkland and Ellis
            200 East Randolph Drive
            Chicago, IL 60601
            Attn: Anne Marrs Huber, Esq.
                  Anup Sathy, Esq.

         b. United States Trustee
            Office of the US Trustee (Region 11)
            227 West Monroe Street
            Suite 3350
            Chicago, IL 60606
            Attn: Ira Bodenstein, Esq.

         c. Counsel for the Official Holding Company Committee of
               Unsecured Creditors
            Fried Frank Harris Shriver & Jacobson
            One New York Plaza
            New York, NY 10004
            Attn: Brad Eric Scheler, Esq.

                         -and-

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

         d. Counsel for the Official Committee of the Trust
               Preferred Securities
            Saul Ewing LLP
            222 Delaware Avenue
            Suite 1200
            Wilmington, Delaware 19801
            Attn: Donald J. Detweiler, Esq.

                         -and-

            Jenner & Block
            One IBM Plaza
            Chicago, IL 19801
            Attn: John Sieger, Esq.

         e. Counsel for the Official Committee of
               Liquidating Debtors
            Greenberg Traurig, P.C.
            77 West Wacker Drive
            Suite 2500
            Chicago, IL 60601
            Attn: Keith Shapiro, Esq.

         f. Debtors' Solicitation Agent
            Bankruptcy Management Corporation
            1330 E. Franklin Avenue
            El Segundo, CA 90245
            Attn: Conseco, Inc. Solicitation
Agent

Conseco, Inc., and its debtor-affiliates filed for Chapter 11
relief on December 17, 2002, (Bankr. N.D. Ill. Case No. 02-
49672). Anne Marrs Huber, Esq., and Anup Sathy, Esq., at
KIRKLAND & ELLIS represent the Debtors in their restructuring
efforts.


CONSECO INC: Intends to Amend KERP to Include Mr. Max Bublitz
-------------------------------------------------------------
Max Bublitz is the Senior Vice President of Investments for
Conseco and President and Chief Executive Officer of Conseco
Capital Management.  Pursuant to an employment agreement, Mr.
Bublitz is entitled to an annual bonus set at the Board's
discretion.  Mr. Bublitz is a senior experienced officer, whose
services are important, indeed instrumental, to the Debtors'
ability to successfully reorganize.  Without a doubt, Mr.
Bublitz could easily obtain employment elsewhere.

By this motion, Conseco seeks the Court's authority to amend the
Senior Management Key Employee Retention Program to include a
$450,000 one-time bonus to Mr. Bublitz.  The Bublitz Bonus
Payment is part of the normal 2002 bonus program and is
consistent with Mr. Bublitz's employment agreement with Conseco.
The amount is reasonable given Mr. Bublitz's salary of $700,000
for 2002.

James H.M. Sprayregen, Esq., at Kirkland & Ellis, notes that
although portions of the payment relate to services performed
prepetition, the bonus provides incentive to Mr. Bublitz to
remain with the Debtors and non-debtor subsidiary CCM, during
the course of these Chapter 11 proceedings.  Mr. Bublitz is
expected to contribute to the reorganization efforts.

                     TOPrS Committee Objects

The Official Committee of Trust Originated Preferred Debt
Holders complains that KERP benefits are "extraordinarily large"
-- senior management is slated to receive millions of dollars
for 2002 "annual incentive bonuses" even though they failed to
achieve their targets.

Daniel Murray, Esq., at Jenner & Block, wonders why Mr.
Bublitz's services were not deemed sufficiently important to
warrant inclusion in the Senior Management KERP in February,
when the Motion was first presented to the Court.

According to Mr. Murray, "there are several pertinent facts
about Mr. Bublitz that are omitted from the Debtors' Motion."
First, Mr. Bublitz owes approximately $13,500,000 in principal
for Conseco-backed Directors and Officers Loans, plus $3,800,000
in Interest Loans.  Second, Mr. Bublitz's 2002 base salary of
$700,000 is significantly higher than his 2001 base salary of
$625,000.  Moreover, Mr. Bublitz received $4,900,000 in cash
compensation and $365,000 in non-cash compensation between 1998
and 2000.

Mr. Murray tells the Court that Conseco has not carried its
burden of demonstrating that the bonus to Mr. Bublitz is an
exercise of proper business judgment.  Despite $7,400,000,000 in
recent losses, Conseco wants to reward Mr. Bublitz with a
generous bonus of nearly two-thirds of his base salary for 2002.
Given Conseco's weak financial profile, the corporate largesse
to Mr. Bublitz not only demonstrates a lack of business
judgment, but is incomprehensible.

Conseco's attempts to justify this munificence with claims that
Mr. Bublitz is instrumental and could easily find employment
elsewhere, are thin and do not justify the depletion of
Conseco's estates by half a million dollars. (Conseco Bankruptcy
News, Issue No. 18; Bankruptcy Creditors' Service, Inc.,
609/392-0900)

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


COVANTA ENERGY: Wants Lease Decision Period Extended to Nov. 21
---------------------------------------------------------------
Pursuant to a Court order, Covanta Energy Corporation and its
debtor-affiliates' motion to extend their lease decision period
is deemed re-filed.  An additional 120-day extension is sought
for the lease decision deadline until November 21, 2003.  The
Court will convene a hearing on July 30, 2003 at 2:00 p.m. to
consider the Debtors' request.  Objections must be in writing
and filed and received by the Court by 4:00 p.m., Prevailing
Eastern Time, on July 23, 2003.

The motion was filed after the Court extended the Debtors' lease
decision period to July 31, 2003.(Covanta Bankruptcy News, Issue
No. 27; Bankruptcy Creditors' Service, Inc., 609/392-0900)


DAISYTEK INT'L: Evaluating Financing & Reorganization Options
-------------------------------------------------------------
Daisytek International Corp. (Nasdaq: DZTK) provided an update
on its operations, financial condition and fourth quarter
results. Additional lending restrictions from Daisytek's U.S.
lending syndicate have significantly tightened the borrowing
capacity of the company, which has had a substantial negative
impact on fourth quarter operations and created serious
liquidity constraints for Daisytek's largest U.S. subsidiary,
Daisytek, Incorporated.

Daisytek announced the following business developments:

-- Daisytek has sought to negotiate a forbearance agreement with
its U.S. lending syndicate subsequent to the receipt of a
default notice relating to the fixed-charge coverage ratio and
letters for subsequent defaults. To date, the syndicate has not
accepted the company's proposals. The company also is seeking
accommodations from its U.S. vendors, although vendors have not
taken any action against Daisytek.

-- While negotiating with its current lenders, Daisytek is
pursuing several financing alternatives. A well-known global
financing institution has begun due diligence procedures on a
proposed credit facility that could replace the company's
current U.S. and Canadian facilities. In addition, Daisytek is
negotiating with a number of parties interested in purchasing
portions of the company's assets.

-- The company will require alternative financing to continue to
meet its obligations. If the company cannot obtain alternative
financing in the near future, one or more of the company's
primary U.S. subsidiaries may file a voluntary petition to
reorganize under Chapter 11 of the U.S. Bankruptcy Code. If the
company were to elect this course of action, management
anticipates that its foreign subsidiaries in Europe, Australia,
Mexico and Canada would not be included in any bankruptcy filing
in the United States.

-- The company expects to record a significant loss for fourth-
quarter 2003, due in large part to serious liquidity constraints
resulting from lending restrictions.

-- The company continues to aggressively execute a number of
reorganization alternatives and pursue profitability
improvements. Cost-saving plans to date are expected to improve
cash flow by more than $16 million annually.

-- Daisytek's executive officers and outside Board members have
taken interim, voluntary pay cuts, including a reduction of 32%
for Jim Powell, Daisytek's president and CEO, 20% for certain
other executive vice presidents and outside Board members, and
5% -15% for most of the Daisytek, Incorporated vice presidents.

-- Daisytek's independent Audit Committee has completed an
investigation and report relating principally to the company's
accounting treatment of vendor monies prior to its adoption of a
recently issued accounting pronouncement. The company has
concluded that no restatement of its previously issued financial
statements is required and has voluntarily provided the results
of this investigation to the Securities and Exchange Commission.

           Daisytek Pursues Other Financial Alternatives

The company has signed and funded a term sheet proposal for a
$185 million agreement with a well-known global financing
institution and due diligence procedures are already underway.
The proposed facility would include a $150 million U.S. senior
secured revolving credit facility and a $35 million Canadian
senior secured revolving credit facility, established through
the company's wholly owned subsidiary Daisytek, Incorporated.
Proceeds from the new facility would be used to repay the
company's current lenders and to fund working capital. The
proposed credit facility would have a three-year term and
availability would be subject to certain borrowing base and
other limitations.

Daisytek is also negotiating with a number of parties interested
in purchasing portions of the company's assets.

The company will require alternative financing to continue to
meet its obligations. If the company cannot obtain alternative
financing in the near future, one or more of the company's
primary U.S. subsidiaries may file a voluntary petition to
reorganize under Chapter 11 of the U.S. Bankruptcy Code. If the
company were to elect this course of action, management
anticipates that its foreign subsidiaries in Europe, Australia,
Mexico and Canada would not be included in any bankruptcy filing
in the United States.

The company noted there can be no assurance that this potential
lender ultimately will commit to or sign the term sheet or
credit facility as proposed, or at all, or that the other
alternatives being pursued will be consummated. Further, there
can be no assurance that alternative financing could be obtained
prior to any filing by one or more of the company's primary U.S.
subsidiaries of a voluntary petition to reorganize under Chapter
11 of the U.S. Bankruptcy Code.

Daisytek has engaged reorganization consultants to assist the
company in its discussions with alternative financing sources
and with the company's vendors. Daisytek also continues to
aggressively pursue profitability improvement plans previously
announced. Cost-saving plans to date are expected to increase
cash flow by more than $16 million per year.

     Company Seeks Forbearances from U.S. Lending Syndicate

Daisytek has sought to negotiate a forbearance agreement with
U.S. lenders subsequent to the receipt of a default notice
relating to the fixed-charge coverage ratio and letters for
subsequent defaults. The company previously announced it had not
maintained the minimum fixed-charge coverage ratio required by
the credit facility agreement and subsequently received a letter
of default from its lenders on this and other covenant
violations. To date, the syndicate has not accepted the
company's proposals. The banking syndicate also has imposed
additional borrowing base limitations and reserves. Subject to
these restrictions and limitations, the syndicate is continuing
to advance funds to the primary U.S. subsidiaries. As a result
of the credit restrictions imposed on the U.S. facility, the
company has repaid approximately $56 million in debt between
Dec. 31, 2002 and Apr. 25, 2003.

The company also is seeking accommodations from its U.S.
vendors, although vendors have not taken any action against
Daisytek.

        Fourth-Quarter Results Impacted by U.S. Financing
           Restrictions and Balance Sheet Adjustments

Due to the tightened borrowing capacity of the company's U.S.
credit facility, inventory purchases were severely restricted
during the fourth quarter, which significantly reduced fill
rates and sales. Further, the lack of sufficient funding
prohibited Daisytek from taking advantage of vendor programs
such as rebates, cooperative advertising and marketing
development funds, which often require minimum levels of
purchasing. As a result of the shortfall in the principal U.S.
subsidiary's earnings, the company expects to report a
consolidated operating loss for the quarter.

In addition to the loss generated from the impact of
significantly restricted liquidity, the company expects to make
balance sheet adjustments that will widen the fourth quarter
loss from operations, including significant increases in
reserves for customer and vendor accounts receivable and
inventory, and to incur greater-than-expected restructuring
charges, primarily related to the completion of the Memphis
reconfiguration.

"Results of operations for our fourth quarter of fiscal year
2003 and to-date first fiscal quarter of 2004 have been
negatively affected by serious liquidity constraints resulting
from the restrictions imposed by the lending syndicate," said
Jack Kearney, Daisytek's acting chief financial officer.
"Because we are reviewing all of our strategic initiatives and
customer and vendor relationships, our team needs to reassess
the balance sheet and make adjustments with respect to the
realizable value of receivables, inventory, deferred costs and
other assets. We expect these balance sheet adjustments to be
material."

Daisytek expects to provide financial results and a more
detailed summary of fourth quarter operations in a news release
in June.

       Cost-Savings Initiatives Include Voluntary Pay Cuts
                for Executives and Board Members

In addition to the cost savings actions already put into place,
Daisytek's executive officers and outside Board members have
taken interim, voluntary pay cuts starting in April.
Compensation for Powell, Daisytek's president and CEO, will be
reduced by 32%. Certain other executive vice presidents and
outside Board members will take pay cuts of 20%, and most of the
Daisytek, Incorporated vice presidents will take pay cuts of 5%-
15%.

"The management team is prepared to do whatever it takes to get
Daisytek through this difficult time," said Jim Powell,
Daisytek's president and CEO.

             Audit Committee Completes Investigation
           into Accounting Treatment of Vendor Monies

Daisytek's independent Audit Committee has completed an
investigation and report relating primarily to the company's
accounting treatment of vendor monies prior to its adoption of
the recently issued Emerging Issues Task Force Issue No. 02-16,
Accounting by a Customer (Including a Reseller) for Cash
Consideration Received from a Vendor. The Audit Committee
initiated its investigation in response to concerns raised by
two employees. In connection with its inquiry, Daisytek's Audit
Committee retained separate legal counsel, which retained its
own accounting advisors.

As previously announced, Daisytek adopted EITF Issue No. 02-16
effective January 1, 2003. EITF Issue No. 02-16 standardizes the
accounting treatment and classification of monies received from
vendors and generally requires that such cash consideration be
treated as a reduction of the cost of inventory acquired from
the vendor.

The company has concluded that no restatement of its previously
issued financial statements is required. The Audit Committee has
provided the results of its investigation to the company's Board
of Directors and to the SEC. Powell expressed his strong support
for the independent inquiry.

Daisytek is a Fortune 1000 global distributor of computer
supplies, office products and accessories and professional tape
media with projected annual revenues approaching $2 billion. In
addition, it offers fee-based marketing, demand-generation and
fulfillment services. Daisytek sells its products and services
in North America, South America, Europe and Australia,
distributing more than 25,000 products from about 500
manufacturers, including printer supplies, magnetic and data
storage media, video and motion picture film. Additional
information and Daisytek's annual report are available at
http://www.daisytek.com


DATAPLAY: Bankruptcy Case Converted to Chapter 7 Liquidation
------------------------------------------------------------
The Honorable Judge Elizabeth E. Brown signed an order
converting the chapter 11 case of DataPlay, Inc., to a Chapter 7
Liquidation proceeding under the Bankruptcy Code.

The U.S. Trustee, in its joinder to the Debtors' Motion to
Convert, states that there are substantial issues outstanding
regarding perfection of security interests which need to be
examined by an independent third party who can determine if
sufficient grounds exist to contest the putative security
interests.  The UST believes that a Chapter 7 trustee can best
accomplish that independent examination.

DataPlay, Inc., filed for chapter 11 protection on October 18,
2002 (Bankr. Colo. Case No. 02-26846).  Glenn W. Merrick, Esq.,
at Brega & Winters P.C., represents the Debtor as it winds up
its operations.


DAW TECHNOLOGIES: Committee Signs-Up Prince Yeates as Counsel
-------------------------------------------------------------
The Official Committee of Unsecured Creditors sought and
obtained approval from the U.S. Bankruptcy Court for the
District of Utah to retain Prince, Yeates & Geldzahler as its
counsel.

The Committee expects Prince Yeates to:

      a. advise the Committee of its rights, powers and duties as
         an official committee;

      b. advise the Committee with respect to its consultations
         with the Debtor and any trustee appointed in the case
         concerning administration of the case;

      c. prepare, on behalf of the Committee, all necessary
         motions, applications, answers, orders, reports and
         papers in connection with the administration of the
         Debtor's case;

      d. assist the Committee in investigating the acts, conduct,
         assets, liabilities, and financial condition of the
         Debtor, the operation of the Debtor's business, and the
         desirability of the continuance of such business, and
         any other matters relevant to the case or to a plan of
         reorganization;

      e. advise the Committee with respect to formulation of a
         plan of reorganization;

      f. assist the Committee in requesting, if appropriate, the
         appointment of a trustee or examiner;

      g. appear and represent the Committee's position in any
         proceeding before the Court; and

      h. assist the Committee in performing such other services
         as are in the interest of the Debtor's unsecured
         creditors.

The Committee relates that Prince Yeates is composed of
attorneys whose practices emphasize, among other things,
insolvency, reorganization and bankruptcy, and litigation and is
well-qualified to represent the Committee in this case

Prince Yeates will bill the Debtor's estates at their current
hourly rates:

           Shareholders        $150 to $230 per hour
           Associates          $100 to $145 per hour
           Paraprofessionals   $ 55 to $ 80 per hour

DAW Technologies, Inc., designs and installs clean rooms for the
semiconductor, pharmaceutical and medical industries. The
Company filed for chapter 11 protection on March 10, 2003
(Bankr. Utah Case No. 03-24088).  Peter W. Billings, Jr., Esq.,
at Fabian & Clendenin represents the Debtor in its restructuring
efforts.  When the Company filed for protection from its
creditors, it listed $6,626,240 in total assets and $9,947,612
in total debts.


DIRECTV: Court Approves Mayer Brown's Engagement as Counsel
-----------------------------------------------------------
DirecTV Latin America, LLC obtained the Court's authority to
employ Mayer, Brown, Rowe & Maw as its bankruptcy counsel,
effective as of March 18, 2003, pursuant to Section 327(a) of
the Bankruptcy Code.

DirecTV employs Young Conaway Stargatt & Taylor LLP as local
bankruptcy co-counsel.

Mayer will provide these services:

     (a) advising and representing DirecTV with respect to its
         rights and duties as debtor-in-possession in this
         Chapter 11 case;

     (b) advising DirecTV with respect to legal issues relating
         to confirmation and implementation of a plan of
         reorganization and all matters related thereto;

     (c) advising DirecTV with the development, negotiation and
         implementation of an alternative restructuring or
         similar transaction in the event that a plan of
         reorganization is not confirmed or must be withdrawn,
         including, participation as a representative of DirecTV
         in negotiations with creditors and other parties;

     (d) assisting DirecTV in evaluating, negotiating and
         documenting mergers, acquisitions, stock sales, asset
         sales and other major corporate transactions as may be
         proposed during the course of this Chapter 11 case;

     (e) evaluating, preparing and documenting proposals to
         creditors, employees, shareholders and other parties-in-
         interest in connection with this Chapter 11 case;

     (f) assisting DirecTV's management with presentations made
         regarding this Chapter 11 case;

     (g) advising DirecTV with respect to matters of general
         corporate, corporate, finance, real estate and
         intellectual property law as the advise relates to this
         Chapter 11 case;

     (h) representing DirecTV in its litigation matters,
         including any litigation arising from this Chapter 11
         case, including assisting DirecTV with respect to the
         evaluation of claims filed against DirecTV's estate and
         resolution of disputes with respect to the claims; and

     (i) performing any and all other legal services that may be
         required from time to time, including court appearances,
         as are in the interests of DirecTV's estate.

The principal attorneys and paralegal presently designated to
represent DirecTV are:

     Professional               Position       Hourly Rate
     ------------               --------       -----------
     Lawrence K. Snider         partner            $640
     Stuart M. Rozen            partner             575
     John F. Lawlor             partner             410
     Alex P. Montz              associate           375
     Sean Scott                 associate           300
     Andrew Connor              paralegal           170
(DirecTV Latin America Bankruptcy News, Issue No. 5; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


DOBSON COMM: Discussing Definitive Pact to Restructure BofA Loan
----------------------------------------------------------------
Dobson Communications Corporation (Nasdaq:DCEL) announced that
its majority shareholder, Dobson CC Limited Partnership, has
advised the Company that DCCLP and Bank of America, N.A., have
extended the time for the completion of the amendment and
restructuring of DCCLP's loan to Friday, May 2, 2003. As of
press time, it was reported that Bank of America has the right,
however, to terminate the extension if the two parties have not
agreed on the forms of the amended loan documents by the end of
business on Tuesday, April 29, 2003.

DCCLP has an agreement in principle with Bank of America for the
amendment and restructuring of the loan. Under the agreement in
principle, DCCLP will maintain controlling interest in Dobson
Communications, and any change of control risk (under the credit
agreements, indentures and preferred stock provisions to which
Dobson Communications and its subsidiaries are parties) arising
from a subsequent default under the restructured loan would be
permanently eliminated. DCCLP stated that the key terms of the
agreement, including the elimination of the change of control
risk, remain unchanged.

The agreement in principle is not binding on either party and is
subject to the completion of a definitive agreement. Dobson
Communications can provide no assurance that DCCLP and Bank of
America will complete the transactions provided for in the
agreement in principle.

Dobson Communications is a leading provider of wireless phone
services to rural markets in the United States. Headquartered in
Oklahoma City, Dobson serves markets in 17 states. For
additional information on the Company and its operations, please
visit its Web site at http://www.dobson.net


ELCOM INT'L: Obtains Close to $1MM Funding via Private Placement
----------------------------------------------------------------
Elcom International, Inc. (OTC Bulletin Board: ELCO), a leading
international provider of remotely-hosted eProcurement and
private eMarketplace solutions, has closed a private placement
of approximately $920,000 (resulting in approximately $675,000
in net cash proceeds to the Company) of 10% Senior Convertible
Debentures to accredited investors.  The financing round was led
by Robert J. Crowell, the Chairman and CEO of the Company, and
included John E. Halnen, the President and COO of the Company,
William W. Smith, the Vice Chairman and Director of the Company,
Andres Escallon, the Chief Technology Officer of the Company,
and institutional and other Elcom stockholders.

The ten year Debentures are collateralized by a security
interest in substantially all of the Company's assets for a two-
year period and are convertible into common stock of the Company
at a conversion price equal to the average closing price of the
Company's common stock over the 50 trading days ending April 25,
2003.  Mr. Crowell invested $300,000 in the Debentures and Mr.
Halnen invested $60,000 in the Debentures.  Of these amounts,
Mr. Crowell was paid $187,000 by the Company and Mr. Halnen was
paid $60,000 by the Company in repayment of a portion of their
salaries which they had voluntarily suspended during 2002 in
order to assist the Company in its efforts to retain cash.  Mr.
Crowell and Mr. Halnen immediately reinvested these proceeds
into their purchase of the Debentures.

This Private Placement of the Debentures will remain open until
the Company receives and accepts subscriptions for at least
$1,250,000 or until the offering is earlier terminated, but no
later than May 31, 2003 (unless extended by the Company).  The
offering is intended to generate sufficient cash proceeds that,
when combined with the approximately $1,000,000 in license fees
that had been advanced to the Company from Cap Gemini Ernst &
Young UK plc (as previously announced), and existing cash
reserves, given a certain level of revenue generation, are
expected to support operations until projected positive cash
flow is achieved in 2004.

The Senior Convertible Debentures will not be registered under
the Securities Act of 1933, as amended, or applicable state
securities laws and may not be offered or sold in the United
States absent registration under the Securities Act of 1933, and
applicable state securities laws or available exemptions from
the registration requirements.

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

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

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


EMAGIN CORP: Selling $6 Million of Conv. Notes to Investor Group
----------------------------------------------------------------
eMagin Corporation (AMEX:EMA) announced that a group of
Investors has agreed to purchase $6 million of eMagin's Secured
Convertible Notes from the company, which will be due on
November 1, 2005.

Under the agreement, the investors agreed to purchase $1.8
million of the Notes on the closing date, and will acquire the
remaining Notes according to a predetermined schedule between
now and October of this year. As part of the transaction, eMagin
also entered into agreements with a number of creditors, lessors
and vendors to extend, reduce or pay with the company's common
stock and cash (approximately $0.7 of the new $6 million
financing) over $12 million of payables, future expenses, lease
obligations, and convertible debt.

The conversion of most of the company's existing unsecured
convertible debt and accrued interest amounting to approximately
$5.2 million has taken place concurrently with the sale of the
Notes or is expected to take place later this year as a result
of this funding. Also, a significant restructuring of current
payables and other amounts owed or accrued for is expected to
occur over the next 3 months as a result of this financing.

eMagin has also reached agreements to restructure its fixed
costs by the end of this quarter. For example, where previously
the company recorded approximately $315,000 per month in
equipment lease payments, the same equipment lease agreements
are restructured at approximately $75,000 per month until June
2004, after which these payments increase to $125,000 per month.
The company has the right to buyout these leases for $950,000
any time between June 30, 2003 and July 1, 2004, which would
then eliminate this potential lease expense.

"This financing and the accompanying restructuring agreements
have given us the opportunity to deliver on the potential that
we have created for eMagin to be a leader in its field. We
believe that the $6 million in committed funds gives the company
the anticipated capital needed to reach our targeted goal of
becoming EBITDA positive by the end of this year on a monthly
basis. Not only will this allow us to bring up our rate of
production, but it will also help assure our customers that we
will be able to meet their production requirements," said Gary
Jones, president and chief executive officer of eMagin. "It has
been a great source of frustration that the challenging
conditions in the financial markets and the company's lack of
working capital have coincided with a time in which we have had
significant successes as a business. This new financing and the
related agreements will give us the needed liquidity to put
those challenges behind us and enable us to focus on our
customers and production. We believe that we have been fortunate
to be able to do this in a manner that respects the
contributions of investors, suppliers and debt holders. We are
thankful to all of them, as well as to our staff and members of
management, many of whom have deferred their compensation for
many months."

New York City-based Larkspur Capital Corporation assisted eMagin
in structuring and negotiating the investment agreement.
Additional details regarding the transaction are included in
Form 8K filed with the Securities and Exchange Commission, a
copy of which will be posted on eMagin's Web site at
http://www.emagin.com

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

At December 31, 2002, the Company's balance sheet shows a total
shareholders' equity deficit of about $13 million.


ENCOMPASS SERVICES: Liquidation Analyses Under 2nd Amended Plan
---------------------------------------------------------------
Alfredo R. Perez, Esq., at Weil, Gotshal & Manges LLP, in
Houston, Texas, informs Judge Greendyke that Encompass Services
Corporation and debtor-affiliates conducted two liquidation
analyses.

The first analysis assumes no decrease in the value of the
Prepetition Collateral from the stay, use, sale or lease of the
property under Section 363 of the Bankruptcy Code or the grant
of a Lien under section 364 of the Bankruptcy Code.  Thus, this
liquidation analysis reflects a $0 Adequate Protection
Obligation.

The second analysis, on the other hand, assumes a decrease in
the value of the Prepetition Collateral resulting in a
$35,000,000 Adequate Protection Obligation.

As a result, the percentage recovery for General Unsecured
Claims is greater under the liquidation analysis in Analysis A
than under Analysis B.  Nevertheless, both liquidation analyses
show that each member of each Class of Impaired Claims and
Equity Interests will receive at least as much under the Plan as
they would receive if the Debtors were liquidated under Chapter
7 of the Bankruptcy Code.

Although the plan contemplates a liquidation of Assets of the
Reorganized Debtors, the Debtors believe that such liquidation
of Assets pursuant to the plan as part of the Chapter 11 cases
will not have as great of an effect on the value that holders of
impaired Claims and equity interests receive as would be
applicable in a Chapter 7 liquidation. (Encompass Bankruptcy
News, Issue No. 11; Bankruptcy Creditors' Service, Inc.,
609/392-0900)


ENERGAS RESOURCES: Commences Trading on OTC Bulletin Board
----------------------------------------------------------
Energas Resources Inc., now a Delaware Corporation, announce
that its shares are now trading on the OTC Bulletin Board
(Symbol: EGSR).

The Company has chosen to voluntarily delist from trading on the
TSX Venture Exchange. The TSX Venture Exchange has notified the
Company that its common shares will be officially delisted from
trading on the TSX at the close of business on May 7, 2003.

Energas Resources' October 31, 2002 balance sheet shows a
working capital deficit of about $900,000 and a total
shareholders' equity deficit of about $820,000.


ENRON CORP: EPMI Sues Valley Electric to Recover $22 Million
------------------------------------------------------------
Melanie Gray, Esq., at Weil, Gotshal & Manges LLP, in New York,
relates that on February 13, 2001, Enron Power Marketing, Inc.
entered into a Master Power Purchase and Sale Agreement with
Valley Electric Association, Inc.  The VEA Master Agreement
contemplates that the parties would enter into various
transactions from time to time for the purchase or sale of
power.

Throughout the term of the VEA Master Agreement, the parties
entered into several transactions for the purchase and sale of
electric energy.  On December 31, 2001, VEA sent EPMI a letter
notifying EPMI of alleged events of default under the VEA Master
Agreement, including Enron Corp.'s Chapter 11 bankruptcy filing
and EPMI's failure to deliver power.  VEA's December 31 letter
demanded EPMI's assurance to perform future energy deliveries.

In late December 2001, EPMI informed VEA that it stood ready,
willing and able to deliver energy for the month of January
2002. VEA rejected its monthly energy requirements for January
2002 that EPMI attempted to deliver.  EPMI reiterated to VEA
that it stood ready, willing and able to schedule and deliver
energy to VEA, and that it expected to deliver energy to VEA for
the month of February 2002.  Beginning February 1, 2002, EPMI
renewed deliveries to VEA.  VEA accepted deliveries of energy
from EPMI for the month of February 2002, and subsequently paid
EPMI for these deliveries when invoiced.

On February 25, 2002, VEA sent EPMI a letter that again notified
EPMI of alleged events of default under the VEA Master
Agreement, and declared March 1, 2002 as the early termination
date for the VEA Master Agreement and all outstanding
Transactions pending under the VEA Master Agreement.  VEA's
February 25 letter concedes that it accepted deliveries of power
from EPMI during February 2000 [sic].

Ms. Gray notes that the VEA Master Agreement requires that the
non-defaulting party will calculate a settlement amount for all
terminated Transactions as of the early termination date.
Additionally, the VEA Master Agreement contains a "full two-way
payment" clause, which obligates the non-defaulting party to net
its gains and losses under all transactions into a single amount
-- and notify the defaulting party thereof.  Ms. Gray points out
that in violation of the express terms of the VEA Master
Agreement, VEA has failed to make any Termination Payment to
EPMI pursuant to the VEA Master Agreement.

Because VEA failed to provide the required calculation of an
early Termination Payment owed to EPMI, EPMI sent VEA a
calculation of the Termination Payment to VEA on August 22,
2002, and demanded that VEA pay $22,028,206 as the final
Termination Payment.  VEA has indirectly set out its own
arbitrary version of a Termination Payment calculation in its
proof of claim filed in EPMI's bankruptcy case on October 10,
2002.  VEA filed proofs of claim in three of the Debtors' cases,
Enron Corp., Enron North America Corp. and EPMI.  Each proof of
claim is for $20,214,864. In the proof of claim, VEA contends
that an amount is due to VEA from EPMI under the VEA Master
Agreement, which would result from the rescission of the VEA
Master Agreement based on a fraudulent inducement theory.  VEA's
proof of claim also seeks an additional amount from EPMI related
to various remarketing transactions of VEA's excess power.  EPMI
objects to these proofs of claim.

In addition to owing EPMI $22,028,206, plus allowable interest,
as a Termination Payment resulting from VEA's early termination
designation, VEA also owes additional amounts for liquidated
damages, plus allowable interest, for VEA's energy requirements
for the month of January 2002 that EPMI attempted to deliver to
VEA, but was refused.  VEA has not paid the liquidated damages
arising postpetition that are due and owing to EPMI, nor has VEA
made a Termination Payment to EPMI.  VEA has attempted to
justify its conduct by asserting allegations that EPMI
fraudulently induced VEA to enter into the Master Agreement.  As
a result, VEA contends that it is entitled to rescind the VEA
Master Agreement and all underlying Transactions.

According to Ms. Gray, each of the allegations and excuses VEA
raised by its words or conduct is without merit and is nothing
more than an attempt to avoid its payment obligations to EPMI.
VEA's purported justification for its conduct implicates core
issues that should be decided by this Court and not by an
arbitrator.  In particular, VEA has leveled allegations that it
is entitled to invalidate or rescind the VEA Master Agreement
based upon the alleged fraudulent misrepresentations -- or other
alleged fraudulent conduct -- made by EPMI prior to the parties'
execution of the VEA Master Agreement.  Despite these
allegations, VEA has not and cannot establish any causal
connection between the alleged misconduct of EPMI and VEA's
execution of the VEA Master Agreement.

VEA has created core issues when it alleged fraudulent
inducement.  This is because the VEA Master Agreement is
property of EPMI's estate and VEA is attempting to remove the
agreement from the estate based on rescission theories.  VEA's
attempt to remove the VEA Master Agreement from the estate is a
core bankruptcy issue just as much as a formal bankruptcy claim
for a payment from the estate.

Accordingly, by this complaint, EPMI seeks a Court judgment
against VEA:

   (a) ordering that VEA turnover property belonging exclusively
       to EPMI's estate;

   (b) declaring that VEA violated the automatic stay when it
       exercised control over property of the estate by
       wrongfully suspending performance and withholding
       property due under the VEA Master Agreement;

   (c) declaring that any defense or counterclaim for rescission
       of the VEA Master Agreement based on allegations of
       misrepresentation or fraudulent inducement constitute a
       core claim;

   (d) declaring that VEA is not entitled to rescind the VEA
       Master Agreement;

   (e) declaring the arbitration provision in the VEA Master
       Agreement unenforceable;

   (f) awarding damages -- in an amount to be determined at trial
       -- resulting from VEA's failure to pay a Termination
       Payment to EPMI resulting from VEA's early termination of
       the VEA Master Agreement and liquidated damages stemming
       from VEA's refusal to accept deliveries of energy for the
       month of January 2002;

   (g) awarding damages -- in an amount to be determined at trial
       -- resulting from VEA's unjust enrichment;

   (h) awarding EPMI pre-judgment and post-judgment interest; and

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

DebtTraders reports that Enron Corp.'s 9.875% bonds due 2003
(ENRN03USR3) are trading at about 18 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=ENRN03USR3
for real-time bond pricing.


FEI COMPANY: Reports Improved Earnings Results for First Quarter
----------------------------------------------------------------
FEI Company (Nasdaq: FEIC) reported net sales of $85.4 million
for its first quarter ended March 30, 2003, up from net sales of
$84.5 million in the first quarter of last year, approximately
even with net sales of $85.2 million last quarter, and within
the company's guidance for revenues in the mid-$80 million
range. GAAP EPS was $0.06, within the $0.04-$0.07 range
forecasted, including amortization of intangibles of $1.2
million or $0.02 per share.

"We continue to focus on executing our business in a challenging
economic and market environment," said Vahe A. Sarkissian,
chairman, president and chief executive officer. "Results for
the first quarter demonstrate our commitment to profitability.
While we continue to find ways to be more efficient, we are
investing in new products, customer support and operational
improvements to sustain our leadership."

Sequentially, revenues were up 13% in the MicroElectronics
business segment, and down 3% in Electron Optics, 8% in Service
and 17% in Components. Gross margins were flat quarter to
quarter as the favorable revenue mix shift and cost improvements
in manufacturing were offset by the effects of SAB 101.
Operating expenses were approximately level with the fourth
quarter of 2002. Earlier cost reductions began to benefit the
company, but were offset by $0.6 million of negative currency
impact and approximately $0.4 million of increased insurance
cost. The company began consolidating its operations from five
buildings into a new campus in Hillsboro, Oregon. The
improvements and the move are anticipated to be completed in the
third quarter. The company also opened its new and expanded
manufacturing facility in the Czech Republic. This new facility
will enable growth for FEI's products currently manufactured in
Brno, as well as reduced manufacturing costs for products
transferred from other locations.

Bookings during the quarter totaled $82.8 million, resulting in
a book-to-bill ratio of 0.97. FEI's order backlog totaled $121.5
million at March 30, 2003, compared to $124.1 million at the
beginning of the quarter and $122.0 million at the end of the
March quarter last year.

Earnings were $1.9 million, or $0.06 per share basic and
diluted, compared with $5.9 million, or $0.18 per share basic
and diluted in the first quarter of last year. Cash and
investments decreased by $22.9 million, impacted by an increase
in accounts receivable of $12.8 million, resulting from a high
volume of shipments late in the quarter, along with a decrease
in current liabilities of $11.8 million. The company also
invested $8.1 million in capital expenditures for facilities
consolidation and demonstration equipment. Net shareholders'
equity was $332.0 million at the end of the current quarter,
compared with $326.9 million at the close of last quarter and
$303.0 million at the end of the March quarter last year. The
company's convertible debt remained unchanged for the quarter at
$175 million.

"We believe that our continuing focus on a strong product
portfolio, broad customer base in diverse markets, fiscal
prudence, and strong balance sheet have differentiated our
results and should bode well for FEI in the eventual upturn,"
concluded Sarkissian.

                  Second Quarter 2003 Guidance

FEI currently expects second quarter 2003 revenues to be in the
low- to mid-$80 million range with bookings of approximately $80
million. GAAP earnings are anticipated to be in the range of
$0.04-$0.07 per share which will include amortization of
purchased intangibles, expected to be $1.2 million, or about
$0.02 per share basic and diluted.

FEI is a nanotechnology company providing enabling 3D Structural
Process Management(TM) solutions for NanoMetrology and
NanoFabrication to the world's technology leaders in the fields
of semiconductors, data storage, structural biology and
industry. Its range of DualBeam(TM) and single-column focused
ion and electron beam products enables manufacturers and
researchers to keep pace with technology shifts and develop next
generation technologies and products. FEI's products allow
advanced three-dimensional metrology, device editing, trimming
and structural analysis for management of sub-micron structures
including those found in integrated circuits, high density
magnetic storage devices, industrial materials, chemical
compounds and biological structures. FEI solutions also deliver
enhanced production yields, lower costs and faster time to
market-critical benefits in highly competitive markets.

Headquartered in Hillsboro, Oregon, FEI has approximately 1,600
employees worldwide, with additional development and
manufacturing operations located in Peabody, Massachusetts;
Sunnyvale, California; Eindhoven, the Netherlands; and Brno,
Czech Republic.

FEI Company news releases, SEC filings and the company's Annual
Report are available at no charge through the company's Web site
at http://www.feicompany.com

As reported in Troubled Company Reporter's January 15, 2003
edition, Standard & Poor's Ratings Services affirmed its 'B+'
corporate credit rating and 'B-' subordinated debt rating on
Hillsboro Oregon-based FEI Co.  At the same time, Standard &
Poor's removed the ratings from CreditWatch, where they had been
placed on July 12, 2002. The actions followed the announcement
on January 9, 2003, that FEI's merger agreement with Veeco
Instruments Inc., (not rated) had been terminated. The companies
cited difficult overall market and economic conditions and the
uncertain timing of an industry recovery for the decision not to
proceed with the merger.

FEI is a niche provider of high-end metrology and process
equipment to the semiconductor, data storage, industrial, and
research end markets. As of September 29, 2002, FEI had $175
million of debt outstanding. The outlook is stable.

The proposed merger between FEI and Veeco, a competing
manufacturer of metrology equipment, was originally announced on
July 11, 2002. It would have resulted in a company with
potentially broader end-market exposure and greater operational
efficiency.


FIBERCORE INC: Nasdaq Delisting Hearing Slated for May 22, 2003
---------------------------------------------------------------
FiberCore, Inc. (Nasdaq: FBCEE), a leading manufacturer and
global supplier of optical fiber and preform for the
telecommunication and data communications markets, announced
that the oral hearing it requested to contest the delisting of
its securities from the Nasdaq Smallcap Market has been set for
May 22, 2003. As a result of the Company's request for a hearing
being granted, the delisting action scheduled for Monday was
stayed.

If the Company should eventually be delisted, it would suffer
material adverse consequences as set forth in the press release
dated April 23, 2003 and no assurances can be given that such
delisting will not occur.

FiberCore, Inc. develops, manufactures, and markets single-mode
and multimode optical fiber preforms and optical fiber for the
telecommunications and data communications markets. In addition
to its standard multimode and single-mode fiber, FiberCore also
offers various grades of fiber for use in laser-based systems up
to 10 gigabits/sec, to help guarantee high bandwidths and to
suit the needs of Feeder Loop (also known as Metropolitan Area
Network), Fiber-to-the Curb, Fiber-to-the Home and Fiber-to-the
Desk applications. Manufacturing facilities are presently
located in Jena, Germany and Campinas, Brazil.

For more information about the company, its products, or
shareholder information please visit its Web site at:
http://www.FiberCoreUSA.com

As reported in Troubled Company Reporter's April 7, 2003
edition, it was announced that while the Company has yet to
reach a definitive agreement regarding the terms of any new
financing, the Company is engaged in continuing discussions with
several investor groups. In the meantime, the Company has made
progress with respect to its German operations, where it has
successfully re-scheduled approximately 95% of the obligations
owed to creditors in connection with FiberCore Jena AG's Phase
II expansion and operations. Depending upon the success and
timing of any potential new financing, further restructuring
(including extensions of debt payments) may be needed. While
some financing had been delayed and/or withdrawn by German
governmental and other financial institutions earlier in the
year, approximately 25% of this financing has been reinstated or
replaced over the past month, thus reducing the amount of new
financing required. The Company had previously restructured and
rescheduled most of its bank debt and supplier obligations at
its Brazilian subsidiary, Xtal FiberCore Brasil, S.A.

The Company continues to execute its operational restructuring
plan by reducing operational and administrative costs including
staffing reductions. Based on the March sales level, which is
running somewhat below 2002 levels for the same period, the
Company expects to generate a break-even EBITDA, on a
consolidated basis, when the restructuring plan is fully
implemented. Going forward, the Company expects EBITDA to
improve if sales increase over the course of the year and exceed
2002 levels, as the Company anticipates.

Dr Mohd Aslami, CEO and President commented, "This is a very
difficult period for FiberCore as we continue to make every
effort to work through our current liquidity difficulties. Even
though March orders and shipments in our multi-mode business
were at record volume levels, weak pricing offset this. As for
the market, the telecommunications industry is still
experiencing the worst downturn in its history. Now, after about
a 50% decline in 2002 from 2001 highs, the worldwide optical
fiber market appears poised for an upturn. Industry sources
expect 2003 to be flat to up slightly from 2002, and then
anticipate growth through 2007. While the growth is expected
worldwide, the growth in the U.S. is expected in the "last
mile", which includes fiber-to- the-home applications, where
FiberCore is focused. Moreover, FiberCore's growth is not
dependent on the overly built U.S. telecom long haul segment.
With capacity drastically reduced as a consequence of the sharp
decrease in demand over the last two years, prices should
increase as demand steadily increases. This should create a
significant market recovery opportunity for FiberCore, the only
pure-play fiber supplier in the industry."

"To support the Company's return to profitability, FiberCore has
significant available capacity, a solid, global customer base
and has developed new technology improvements, which will
contribute to further cost reductions. Unfortunately, the
implementation of this new process technology has been delayed
because of the present financial situation, but our planned
restructuring, when implemented, will allow us to fully utilize
the new POVD facility," concluded Dr. Aslami.


FLEMING: Wants to Honor & Pay Up to $26MM of PACA/PASA Claims
-------------------------------------------------------------
Fleming Companies, Inc., and its debtor-affiliates want the
authority, but not the obligation, to pay any valid prepetition
claim secured by a lien arising under the Perishable
Agricultural Commodities Act of 1930 and the Packers and
Stockyards Act of 1921.

Laura Davis Jones, Esq., at Pachulski Stang Ziehl Young Jones &
Weintraub, P.C., in Wilmington, Delaware, informs the Court that
prior to the Petition Date, certain of the Debtors' vendors sold
goods to the Debtors that may be deemed:

    (i) "perishable agricultural commodities," as defined under
         the Perishable Agricultural Commodities Act of 1930 and
         other eligible goods covered by-state statutes of
         similar effect, including the Minnesota Wholesale
         Produce Dealers Act; and

   (ii) "livestock" as that term is defined by Packers and
         Stockyards Act of 1921 and other eligible goods covered
         by PASA and state statutes of similar effect.

The Debtors believe that the total amount of potential claims
subject to PACA, PASA, and state statutes of similar effect
amount to $26,000,000.

As the United States District Court for the Southern District of
New York has explained:

  "PACA regulates trading in perishable agricultural commodities,
   essentially fruits and vegetables.  [PACA] was amended in 1984
   upon a fording by Congress that a burden on commerce in these
   goods was caused by certain financial credit arrangements,
   whereby dealers would receive delivery of goods without having
   made payment for them.  The 1984 amendment provides that upon
   delivery of goods to the purchaser, a statutory trust
   automatically arises on behalf of unpaid suppliers or
   sellers."

PACA applies to "merchants, dealers and brokers" of perishable
agricultural commodities.  The PACA definition of "dealers"
includes persons purchasing perishable agricultural commodities
solely for retail sale, as long as the invoice cost of such
purchases in my calendar year is in excess of $230,000.  See
Bowie Produce Co. v. Magic American Cafe, Inc. (In re Magic
Restaurants, Inc.), 197 B.R. 455, 457 (Bankr. D. Del. 1996).
Because the Debtors have sold in excess of the minimum amount
necessary, they are likely to be considered "dealers" of
perishable agricultural commodities and thus subject to the
imposition of a PACA Trust for unpaid amounts.

PACA requires that certain procedural steps be taken by a seller
in order to preserve its rights as a trust beneficiary.  To
preserve the protection of the PACA Trust, which is imposed upon
delivery of goods to the buyer, the trust beneficiary (i.e., the
seller of fresh produce) must provide written notice to the
buyer of its intent to preserve the benefits of the PACA Trust.
See Merril Farts Cue. v. H.R. Hindle & Co. (In re H.R. Hindle &
Co.), 149 B.R. 775, 785 (Bankr. E.D. Pa. 1993); Debruy Produce
Co. v. Richmond Produce Co. (In re Richmond Produce Co.), 112
B.R. 364, 368-69 (Bankr. N.D. Cal. 1990).  A seller's failure to
comply with this requirement renders its claim against a debtor
with respect to the PACA Trust Assets a general, unsecured
claim.  See Merrill Farms Corp. v. H.R. Hindle & Co. (In re H.R.
Hindle & Co.), 149 B.R. 775, 786 (Banta. E.D. Pa. 1993).

Upon the imposition of a PACA Trust, courts construing PACA have
consistently held that PACA Trust Assets are not "property of
the estate" pursuant to section 541 of the Bankruptcy Code.  See
e.g., Morris Okun. Inc. v. Harry Zimmerman, Inc., 814 F. Supp.
346, 348 (S.D.N.Y. 1993).  Therefore, the distribution of assets
to beneficiaries of a PACA or PASA statutory trust, or a similar
trust imposed by state statutes of similar effect, falls outside
of both (i) the priority scheme established by the Bankruptcy
Code and (ii) the plan process.

As a consequence of the commencement of these Chapter 11 cases,
Ms. Jones believes that beneficiaries of the PACA Trust and PASA
Trust have filed and are expected to file notices under PACA and
PASA to preserve their rights under PACA and PASA.  Holders of
valid PACA and PASA claims are entitled to prompt payment from
the PACA Trust and PASA Trust ahead of secured and unsecured
creditors of the Debtors' estates.

The Debtors submit that the prompt and full payment of all PACA
and PASA claims, as well as any claims arising under state
statutes of similar effect, to the extent any such claims are
valid, should be authorized by this Court.  It is essential to
the operations of the Debtors that the flow of fresh produce and
other goods and merchandise continue unimpeded.

The Debtors propose these procedures for processing and
treatment of all PACA and PASA claims, including claims arising
under state statutes of similar effect:

   A. The Debtors will file a report, on notice to parties in
      interest, listing those PACA and PASA claims, if any, which
      they deem to be valid.

   B. Absent further order of the Court, the report will be filed
      by the Debtors within 90 days of the day any order granting
      this Motion becomes final.

   C. If the Debtors fail to file a report within the required
      period of time, any holder of an alleged PACA or PASA claim
      may bring a motion on its own behalf, but may not bring
      a motion or an adversary proceeding seeking similar relief
      earlier than 90 days after the day any order granting this
      Motion becomes final.

   D. All parties-in-interest will have the right and opportunity
      to object to the inclusion or omission of any asserted PACA
      or PASA claim in connection with the report.

   E. The Debtors will be authorized to pay all valid PACA or
      PASA claims pursuant to the report.

The Debtors submit that the relief requested in this Motion is
critical to their ability to operate as a going concern.  Absent
the relief requested, Ms. Jones is concerned that the Debtors
could be subjected to countless actions from PACA and PASA
Claimants seeking enforcement of their PACA and PASA claims,
which would result in the unnecessary expenditure and
misallocation of the Debtors' limited financial and human
resources.  Moreover, the Debtors' ability to keep operating
under Chapter 11 depends, in large part, on their ability to
procure deliveries of perishable and other goods, and their
reputation as reliable customers who pay vendors in a timely
manner.  Any delays in satisfying PACA and PASA claims could
adversely affect the Debtors' ability to obtain inventory,
thereby undercutting the Debtors' prospects of reorganizing.
Although Debtors will dispute the PACA Claimants' attempt to
recover their attorneys' fees as part of their PACA trust
claims, the establishment of the uniform claims administration
procedure proposed will significantly reduce the need for PACA
claimants to incur these fees, and this should reduce any fee
claims to a minimum.

Ms. Jones believes that the relief requested is appropriate
because assets in a PACA Trust and PASA Trust do not constitute
property of the Debtors' estates.  Holders of valid PACA and
PASA claims would be entitled to payment from the applicable
statutory trust ahead of the Debtors' other creditors.  Thus,
the requested relief does not prejudice the Debtors' creditors.
In fact, payments to holders of PACA and PASA claims are
consistent with the intent of PACA and PASA and will inure to
the benefit of the Debtors and all parties-in-interest by
facilitating the continued purchase and receipt of fresh produce
and other products, and avoiding potential disruption to the
Debtors' business operations.

Ms. Jones relates that in certain circumstances, pursuant to
PACA and PASA, officers mid directors may be held secondarily
liable for amounts owed to sellers of applicable goods.  See
Sunkist Growers Inc. v. Fisher, 104 F.3d 280, 283 (91h Cir.
1997).  Thus, to the extent that any PACA and PASA obligations
remain unsatisfied by the Debtors, the Debtors' officers and
directors may be subject to lawsuits during the pendency of
these Chapter 11 cases.  Any lawsuit would distract the Debtors
and their officers and directors in their attempt to implement a
successful reorganization strategy, to the detriment of all
parties-in-interest in these Chapter 11 cases. (Fleming
Bankruptcy News, Issue No. 3; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


FRANK'S NURSERY: Working Capital Deficit Tops $5-Mil. at Jan. 26
----------------------------------------------------------------
Frank's Nursery & Crafts, Inc. (OTC:FNCN) reported financial
results for fiscal year 2002 which ended January 26, 2003. Net
sales for the 2002 fiscal year were $315.1 million versus $371.4
million in 2001, a decrease of 15.2%. Fiscal year 2002
comparable store sales, or sales in stores open at least a year,
were down 5.3% compared to 2001. In 2001, the company recorded
sales of $39 million in 49 stores closed during the year. Sales
for 2002 were impacted by unfavorable weather patterns during
the spring lawn and garden season and weak general economic
conditions.

Frank's Nursery & Crafts' January 26, 2003 balance sheet shows
that its total current liabilities exceeded its total current
assets by about $5 million.

Since Frank's emergence from Chapter 11 Bankruptcy in May 2002,
the Company had a net loss of $17.6 million. For the fourth
quarter 2002, Frank's had a net loss of $4.5 million compared to
a net loss of $33.3 million in the fourth quarter of 2001.

"While we are disappointed by the fiscal year 2002 results, it
was a year of transition in which we exited from bankruptcy,"
stated David Samber, Chairman of the Board. "Shortly after the
end of the year, we were fortunate to be able to bring on board
someone of Bruce Dale's caliber and character as our CEO. With
the disruptive effects of bankruptcy behind us, and Bruce
leading the charge, our associates are focused and energized to
return Frank's to profitability in the future."

Frank's Nursery and Crafts, Inc. is the nation's largest lawn
and garden specialty retailer and operates 170 stores in 14
states. Frank's is also a leading retailer of Christmas trim-a-
tree merchandise, artificial flowers and arrangements, garden
decor and home decor products.


FRONTLINE COMMS: Provo Div. Restructures Trade Debt with TelMex
---------------------------------------------------------------
Frontline Communications Corp. (AMEX:FNT) -- http://www.fcc.net
-- announced that its recently acquired Provo division has
successfully restructured and reduced its trade debt facility
with its leading supplier, Telefonos de Mexico S.A. de C.V.

Provo has utilized a credit line offered by TelMex over the past
eight years, with an average balance of approximately $12
million, allowing Provo to become TelMex's top distributor in
Mexico. As part of the restructuring, TelMex accepted a portion
of Provo's non-revenue producing real estate assets in return
for $4 million in debt reduction, and converted the balance into
a number of term loans with varying re-payment schedules. Now,
as a result of the restructuring, Provo has begun making all
inventory purchases from TelMex on a cash basis.

In explaining the importance of the restructuring, Ventura
Martinez del Rio Requejo, the President of Provo, stated,
"Historically, when purchasing inventory on credit from TelMex,
which represents almost two thirds of our total sales, our
operating margins have averaged about 2%. As a result of long
standing TelMex sales policies, purchasing inventory on a cash
basis will result in further product discounts from TelMex, and
should more than double those margins to as much as 5%." Mr.
Martinez del Rio also stated that the company expects to begin
seeing early results of the margin improvements in the second
quarter of 2003.

Founded in 1995, Frontline Communications Corporation, traded on
the American Stock Exchange under the symbol FNT, has two
operating divisions, Provo and Frontline.

The Provo division -- http://www.provo.com.mx-- acquired by
Frontline Communications Corp. in April, 2003, is a Mexican
corporation which maintains a dominant position within the
prepaid calling card and cellular phone airtime markets in
Mexico. Provo and its affiliates have been in operation for over
seven years, and had combined reported (unaudited) revenue in
2002 of approximately $100 million, with operating profits of
over $800,000. The company currently anticipates expanding
existing Provo services to the continental United States, and
intends to begin marketing cash cards, payroll cards and other
forms of payroll and money transfer services, through both the
Frontline and Provo divisions, in the near future.

The Frontline division provides high-quality Internet access and
Web hosting services to homes and businesses nationwide.
Frontline also offers Ecommerce, programming, and Web
development services through its PlanetMedia group,
http://www.pnetmedia.com The Frontline division had revenue of
approximately $5 million in 2002.

Frontline Communications' December 31, 2002 balance sheet shows
a working capital deficit of about $2.7 million, and a total
shareholders' equity deficit of about $2 million.


FRUIT OF THE LOOM: Resolves Claims Dispute with NFL Properties
--------------------------------------------------------------
On August 15, 2000, National Football League Properties, Inc.
filed four unsecured administrative expense claims, docketed as
claim numbers 5573, 5574, 5575 and 5576, each for $4,395,294.

As a result of the substantive consolidation of the Debtors'
estates pursuant to the Fruit of the Loom Plan, NFL Properties
consented to the expungement of Claim Nos. 5573, 5574 and 5575
as duplicates of Claim No. 5576.

NFL Properties, the FOL Liquidation Trust and the Unsecured
Creditors' Trust have negotiated to resolve Claim No. 5576.
Claim No. 5576 is allowed as an unsecured administrative expense
claim for $575,000.  The remaining portion of Claim 5576 is
reclassified and allowed as an unsecured non-priority claim for
$2,800,000, which will be reclassified as a Class 4A Claim under
the Plan.  The FOL Trust will pay NFL Properties $575,000 in
full satisfaction of the administrative expense claim and the
UCT will pay NFP Properties a distribution on its Class 4A Claim
proportional to that made to holders of Allowed Class 4A Claims.

NFL Properties is represented by Menachem O. Zelmanovitz, Esq.,
at Morgan, Lewis & Bockius, in New York City.

Accordingly, Judge Walsh approves the parties' stipulation.
(Fruit of the Loom Bankruptcy News, Issue No. 65; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


GENESEE CORP: Elects Mark W. Leunig to Board of Directors
---------------------------------------------------------
Genesee Corporation (Nasdaq: GENBB) announced the election of
Mark W. Leunig to the Corporation's Board of Directors, and
appointment of Mr. Leunig as Secretary of the Corporation and
its subsidiaries.

Mr. Leunig was employed by Genesee Corporation for sixteen
years, most recently as Senior Vice President and Chief
Administrative Officer. On March 31, 2003 he resigned as the
Corporation continued to downsize in accordance with its plan of
liquidation and dissolution. "We are delighted that Mark has
agreed to continue his service to the Corporation as a
director," said Stephen B. Ashley, President of Genesee
Corporation.


GLOBALSTAR LP: Court Approves Asset Sale to ICO Global Comms.
-------------------------------------------------------------
Globalstar, L.P. and ICO Global Communications (Holdings)
Limited have received court approval for ICO to acquire a
majority interest in a reorganized Globalstar.

Late last Friday, the U.S. Bankruptcy Court in Delaware approved
the sale of Globalstar's assets to a new company to be
controlled by ICO in exchange for an investment of $55 million
for which ICO will receive a 54% equity stake in the new
operating company. The Court-approved sale supercedes an earlier
proposal that had been made by Thermo Capital Partners earlier
this month.

"Approximately $12 billion has now been spent for mobile
satellite communications and handheld devices. The numerous
bankruptcies throughout the industry have been indicative of the
risks associated with providing innovative new services and the
failure, to date, of mobile satellite service," said ICO
Chairman Craig O. McCaw. "We believe that the $4 billion spent
thus far on Globalstar, however, will result in useful services
for governments, corporations and communities around the world.
We like the Globalstar system architecture and see this as a
turning point for the MSS industry and for Globalstar in
particular."

Globalstar provides high-quality, low-latency voice and data
services and has become the world's most widely-used handheld
satellite phone service. The company will continue its sales and
service programs and will explore opportunities to expand its
product and service offerings drawing upon assets and resources
from the combined companies. Most recently due to demand,
Globalstar has expanded its service coverage in the Middle East.

ICO is also currently deploying its own medium earth orbit MSS
constellation (at 10,000 kilometers vs. Globalstar's 1,400
kilometer orbit) to provide global voice and data
communications. The company has contracted with Boeing and
Lockheed/ILS to construct and launch its satellites. The
satellites are a composite of the large Hughes/Boeing 601 and
702 satellites modified for mid-earth orbit. Two satellites have
already been launched (one of which was destroyed during
launch), and a total of eight are required to provide global
coverage.

In May of 2000, ICO completed a successful financial
restructuring and listed among its shareholders many of the most
formidable names in the industry including telecommunications
investor Craig McCaw, Deutsche Telecom, Telekom South Africa,
Telstra, Korea Telecom, and Agrani Holdings (investment company
of Indian satellite businessman Subhash Chandra), together with
such notable financial investors as Clayton, Dubilier & Rice,
Credit Suisse First Boston and Cascade Investments LLC (the
private investment vehicle of Microsoft chairman Bill Gates).

The ICO/Globalstar transaction has been approved by ICO's board
of directors, as well as by both Globalstar's general partners'
committee and its creditors' committee. Closing of the
transaction is subject to Hart Scott Rodino, FCC, and any other
appropriate regulatory approvals prior to any license transfers.

Outside of ICO's 54% stake in the newly-formed company, the
remaining equity will be distributed to Globalstar's creditors,
which include Loral Space & Communications, Qualcomm
Incorporated and holders of Globalstar L.P. bonds. In the weeks
ahead, Globalstar will file a plan of reorganization with the
Bankruptcy Court, and the company expects to complete its
Chapter 11 process later this year.

Globalstar is a leading provider of global mobile satellite
telecommunications services, offering both voice and data
services from virtually anywhere in over 100 countries around
the world. For more information, visit Globalstar's Web site at
http://www.globalstar.comor Globalstar Canada at
http://www.globalstar.ca

ICO Global Communications (Holdings) Limited is a global
telecommunications company. ICO is developing high quality
voice, wireless Internet and other packet-data services that
will make personal mobile communications possible throughout the
world. For more information, visit ICO's Web site at
http://www.ico.com


GS INDUSTRIES: Plan Confirmation Hearing Set for June 4, 2003
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of North
Carolina ruled on the adequacy of the Disclosure Statement
prepared by GS Industries, Inc., and its debtor-affiliates.  The
Court finds that the document contains the right kind of
information for creditors to make informed choices about whether
to accept or reject the Debtors' First Amended Joint Plan of
Liquidation.

The Court will convene a hearing to consider confirmation of the
Debtors' Liquidating Plan on June 4, 2003, at 2:00 p.m.,
prevailing Eastern Time, in Charlotte.

Objections, if any, to the confirmation of the Debtors' Plan
must be received by the Clerk of the Bankruptcy Court on or
before May 23. Copies must also be served on:

         1. Counsel for the Debtors
            Sidley Austin Brown & Wood LLP
            787 Seventh Avenue
            New York, NY 10019
            Attn: Thomas E. Pitts, Jr., Esq.

                 -and-

            Parker, Poe, Adams & Bernstein, LLP
            401 South Tryon Street
            Suite 3000
            Charlotte, NC 28202
            Attn: J. William Porter, Esq.

         2. Counsel to the Official Committee of Unsecured
             Creditors
            Otterbourg, Steindler, Houston & Rosen, P.C.
            230 Park Avenue
            29th Floor
            New York, NY 10169
            Attn: Brett H. Miller, Esq.

                 -and-

            Rayburn Cooper and Durnham, P.A.
            1200 Carillon
            227 W. Trade Center
            Charlotte, NC 28202
            Attn: Albert F. Durham, Esq.

         3. United States Bankruptcy Administrator
            402 W. Trade Street
            Suite 200
            Charlotte, NC 28202
            Attn: Linda W. Simpson, Esq.

         4. Upon other parties required by law or Order of the
            Court

Headquartered in Charlotte, GS Industries and its debtor-
affiliates have been under Chapter 11 bankruptcy protection
since February 2001, (Bankr. W.D.N.C. Case No. 01-30319).
Thomas E. Pitts, Jr., Esq., Dana P. Kane, Esq., at Sidley Austin
Brown & Wood LLP and J. William Porter, Esq., Michael G. Adams,
Esq., Kiah T. Ford IV, Esq., and William L. Esser IV, Esq., at
Parker, Poe, Adams & Bernstein, LLP represent the Debtors in
their liquidating efforts.


HALEKUA DEVELOPMENT: Case Summary & 20 Largest Unsec. Creditors
---------------------------------------------------------------
Debtor: Halekua Development Corporation
         2024 North King Street, #209
         Honolulu, Hawaii 96819

Bankruptcy Case No.: 03-01279

Chapter 11 Petition Date: April 25, 2003

Court: District of Hawaii

Judge: Robert J. Faris

Debtor's Counsel: Steven Guttman, Esq.
                   Kessner Duca Umebayashi Bain & Matsunaga
                   220 South King St.,
                   19th Floor
                   Honolulu, HI 96813
                   Tel: (808) 536-1900

Estimated Assets: $0 to $50,000

Estimated Debts: $50 Million to $100 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                                            Claim Amount
------                                            ------------
Ayers Corporation                                   $1,390,000
667 Milokai St.
Kailua HI 96734

ParEn, Inc., dba Park Engineer                        $702,082
567 S. King St. #300
Honolulu HI 96813

Hawaii Protective Association                         $415,126
1290-A Maunakoa St
Honolulu HI 96817

AFW                                                   $350,000
PO Box 161088
Honolulu HI 96816

Stubenberg & Durrett                                  $276,515
1001 Bishop St, #808
Pauahi Tower
Honolulu HI 96813

Pacific Lumber Supply Inc.                            $260,000
94-311 Leonui St.
Waipahu HI 96797

Roy Y. Takeyama, Esq.                                 $258,869
1001 Bishop St., #2971
American Tower
Honolulu HI 96813

City & County of Honolulu                             $220,335

Herbert K. Horita Realty, Inc.                        $170,280

Fujiyama Duffy Fujiyama                               $154,000

John Chapman Land Planning                            $150,000

Kajioka Okada Yamachi                                 $128,772

Island Flooring Co., Inc.                             $127,327

William E. Wanket, Inc.                               $111,929

Hawaii Geotechnical Group, Inc.                       $105,231

Association                                            $65,896

Oahu Construction Co., Ltd.                            $48,302

Ronald NS Ho & Associates                              $41,220

URS Corporation                                        $40,700

Jon Yoshimura, Esq.                                    $40,000


HAWK CORP: First-Quarter 2003 Results Show Marked Improvement
-------------------------------------------------------------
Hawk Corporation (NYSE: HWK) announced net income of $.01 per
diluted share for the first quarter of 2003 on net sales of
$58.6 million, representing an increase of 18 percent compared
to net sales of $49.8 million in the first quarter of 2002.  In
the first quarter of 2002, the Company reported a net loss,
before a change in accounting principle, of $.07 per diluted
share.

The Company's net sales benefited primarily from new product
introductions and market share gains during the quarter in most
of its end markets, including construction, agriculture,
automotive and lawn and garden.  Despite general softness in the
commercial aviation market, Hawk's friction commercial aircraft
sales were strong and military sales were particularly robust in
light of the Iraqi buildup.  The Company continued to experience
increased net sales levels during the quarter at all of its
foreign operations, including its Mexican and Chinese
facilities.

Income from operations increased to $3.3 million, or 136
percent, in the first quarter of 2003 compared to $1.4 million
in the year-ago period. Contributing to the increase in
operating income during the quarter were gross margin
improvements in the friction products and precision component
segments due to improved absorption of fixed costs as a result
of the sales increases, favorable product mix and continuing
cost control initiatives.

Commenting on the quarter, Hawk's Chairman and CEO, Ronald E.
Weinberg, said, "We are very pleased with the results of our
first quarter.  Because we have yet to have a strong assist from
the economy, these improved results validate the success of our
market strategies and cost control programs.  Our friction
technology is winning new customer applications in our friction
products segment.  Our 'conversioneering' of new parts to powder
metal applications is gaining new customers in our precision
components segment.  At some point, we can expect an improvement
in the economy, coupled with our strong market position and
technology, to provide us with a sales impetus that we haven't
seen for several years."  Mr. Weinberg continued, "We are in the
process of expanding our production capacity in China for both
friction and powder metal components."

Mr. Weinberg added, "During the first quarter of 2003, we paid
down our debt by $9.2 million.  This debt paydown improved our
liquidity and increased the borrowing availability under our
bank revolver to levels in excess of $15.6 million as of March
31, 2003.  Compared to the fourth quarter of 2002, our sales in
the first quarter of 2003 increased by $11.0 million, or 23
percent.  Despite this sales increase, through aggressive
management actions we were able to decrease our operating
working capital (accounts receivable plus inventory less
accounts payable) by $0.5 million during the quarter.   We will
continue to make working capital management a priority
throughout the year."

As a result of the adoption of SFAS 142, the Company reported a
net loss after a change in accounting principle for the three
month period ended March 31, 2002 of $2.08 per diluted share.
There were no goodwill impairment charges in the comparable
period of 2003.

                         Segment Results

In the friction products segment, first quarter net sales
increased 20 percent to $31.3 million from $26.0 million in the
year-ago period, caused primarily by net sales increases in the
construction, agricultural, automotive, as well as increases in
aerospace sales during the quarter.  At its international
operations, the Company continued to experience strong demand
for its products.  The Company's Italian facility benefited from
new product introductions to new and existing customers.  As a
result, net sales at this facility were up 23 percent from the
prior year period.  The Company expects the sales demand to
continue into future periods at this facility as it takes
advantage of new sales opportunities, new product introductions
and increased demand for the Company's products.

The Company's Chinese friction facility, located in the Suzhou
province, continued to record increased net sales activity
during the quarter.  This facility is in the process of
expanding its product offerings to include cellulose based
(paper) friction materials.  To date, the Company has had no
production impact at its Chinese facility as a result of the
SARS medical issues in China.  However, the Company has limited
travel to this facility until the situation in China has been
stabilized.  A prolonged SARS epidemic could delay new product
introductions in both its friction and precision component
segments.  At this time, the Company is unable to predict
whether its facility in China will be adversely affected by this
situation.

Income from operations in the friction products segment during
the first quarter of 2003 increased 145 percent, to $2.7
million, up from $1.1 million in the comparable prior year
period. The increase during the quarter was primarily the result
of gross margin improvements due to improved absorption of fixed
costs as a result of the net sales increase, higher than
anticipated sales to the aircraft market as well as continued
cost control initiatives during the period.

In the precision components segment, net sales increased 11
percent to $19.1 million in the first quarter from $17.2 million
in the year-ago period. The segment's net sales increase during
the quarter was due to new product introductions and volume
increases in several of the markets served by the segment.

The Company's precision components segment reported income from
operations during the first quarter of 2003 of $0.8 million, a
700 percent increase, compared to $0.1 million during the
comparable year-ago period.  This increase was primarily due to
net sales volume increases, manufacturing efficiencies and cost
control initiatives.

Net sales in the Company's racing segment, which consists of
racing clutches and drive train components, were $4.0 million in
the first quarter of 2003, an increase of $0.1 million from the
year-ago quarter.  Income from operations for the first quarter
of 2003 was $0.4 million, a decrease of $0.3 million, compared
to the year ago period.  The decrease was primarily the result
of product mix as well as increased spending to expand and
support new product development and design programs.

In the Company's motor segment, first quarter 2003 net sales
increased 56 percent, to $4.2 million from $2.7 million in the
year-ago period.  The increase was primarily the result of new
business in the U.S. and Mexico as new customers are being
served from both of the Company's locations.  Losses from
operations during the first quarter of 2003 were $0.6 million
compared to $0.5 in the comparable quarter of 2002.  The loss is
primarily the result of product mix as well as higher than
anticipated operating expenses resulting from continued
operational ramp up and employee training inefficiencies in the
Mexican facility as production increases.  Additionally, the
Company incurred higher than expected employee benefit costs in
its U.S. facility during the first quarter of 2003.

                         Business Outlook

"Despite the sales increases we achieved in the first quarter of
2003, our outlook for the balance of 2003 remains conservative
given the recent global conditions.  Yet we do believe that
economic trends are pointing upward for the first time in
several years.  Based on discussions with our customer base
and an expected second half improvement in the economy, we
expect our 2003 revenue growth will be weighted toward the
second half of the year. Additionally, we expect that sales to
the aerospace market for the full year of 2003 will show a
decline in spite of the increase we experienced in the first
quarter.  At this time, we still feel comfortable to expect a
revenue increase of approximately 10 percent compared to our
full year 2002 levels," Mr. Weinberg said.

Hawk Corporation -- whose Corporate Credit Rating has been
upgrade by Standard & Poor's to 'single-B' --  is a leading
worldwide supplier of highly engineered products. Its friction
products group is a leading supplier of friction materials for
brakes, clutches and transmissions used in airplanes, trucks,
construction equipment, farm equipment and recreational
vehicles.  Through its precision components group, the Company
is a leading supplier of powder metal and metal injected molded
components for industrial applications, including pump, motor
and transmission elements, gears, pistons and anti-lock sensor
rings.  The Company's performance automotive group manufactures
clutches and gearboxes for motorsport applications and
performance automotive markets.  The Company's motor group
designs and manufactures die-cast aluminum rotors for fractional
and subfractional electric motors used in appliances, business
equipment and HVAC systems.  Headquartered in Cleveland, Ohio,
Hawk has approximately 1,700 employees and 16 manufacturing
sites in five countries.


HAYES LEMMERZ: Asks Court to Further Extend Lease Decision Time
---------------------------------------------------------------
As of April 16, 2003, Hayes Lemmerz International, Inc., and its
debtor-affiliates are lessees of several unexpired leases of
non-residential real property.  The Unexpired Leases are used by
the Debtors for the operation of their corporate and
manufacturing facilities and are assets of their estates.  The
Unexpired Leases are thus integral to the Debtors' continued
operations as they seek to emerge from Chapter 11.

Accordingly, the Debtors ask Judge Walrath to extend the time
within which they must assume or reject their unexpired leases
of non-residential real property through and including
August 29, 2003, subject to the rights of each lessor under an
Unexpired Lease to request, after appropriate notice and motion,
that the Court shorten the Extension Period and specify a period
of time in which the Debtors must determine whether to assume or
reject an Unexpired Lease.

Anthony W. Clark, Esq., at Skadden Arps Slate Meagher & Flom
LLP, in Wilmington, Delaware, believes that the Debtors' request
is reasonable.  The Debtors have developed and are implementing
their five-year business plan and are currently in the process
of soliciting votes on their Modified Plan.  In conjunction with
their plan of reorganization, the Debtors filed their schedule
of rejected leases and executory contracts, in which none of the
Unexpired Leases were listed as rejected.

In light of the significant progress made to date on the
approval of the Debtors' Disclosure Statement and Disclosure
Supplement, the ongoing solicitation of votes on the Modified
Plan, and the fact that the Debtors have been, and will continue
to be, current on their administrative obligations, Mr. Clark
contends that cause exists to extend the Debtors' lease decision
deadline with respect to the Unexpired Leases.

Mr. Clark assures the Court that objecting landlords will not be
prejudiced by an extension.  Throughout the course of these
cases, the Debtors have remained current on their administrative
obligations, including leasehold obligations.  Going forward,
there is no reason to believe that the Debtors will not continue
to remain current on their leasehold obligations.  The Debtors
have the financial resources and the unfettered intention to
perform all of their obligations under the Unexpired Leases as
required by Section 365(d)(4) of the Bankruptcy Code. (Hayes
Lemmerz Bankruptcy News, Issue No. 30; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


HUNTSMAN INT'L: First Quarter 2003 EBITDA Tumbles to $107 Mill.
---------------------------------------------------------------
The combined Huntsman companies reported first quarter 2003
EBITDA of $106.6 million, compared to $134.7 million for the
same period one year ago.

Huntsman International Holdings LLC had first quarter EBITDA of
$74.7 million, compared to $83.9 million in the first quarter of
2002. Huntsman LLC (formerly Huntsman Corporation) posted first
quarter EBITDA of $31.9 million compared to $50.8 million for
the same period one year ago.

Included in the first quarter 2003 results of Huntsman
International are charges of $29.5 million, consisting of $17.1
million in restructuring costs for the Polyurethanes business
segment, $9.6 million in losses on the sale of accounts
receivable and a $2.8 million asset write down.

Peter R. Huntsman, President and CEO, stated, "We are very
pleased with our overall financial performance, especially given
the extremely volatile energy costs we faced in the first
quarter. We saw natural gas prices spike to all-time highs in
February, and sustained gas prices far higher than historical
averages. Nevertheless, we were able to institute price
increases for most of our products to help offset the
significantly increased costs. We also established price
increases for some of our products, independent of energy
costs."

"Though energy costs remain high, they appear to have
stabilized, and the price increases we put in place are holding
firm. Our management team is one of the finest in the industry,
and we remain positive about the future."

The combined Huntsman companies constitute the world's largest
privately held chemical company. The operating companies
manufacture basic products for a variety of global industries
including chemicals, plastics, automotive, footwear, paints and
coatings, construction, high-tech, agriculture, health care,
textiles, detergent, personal care, furniture, appliances and
packaging. Originally known for pioneering innovations in
packaging, and later, rapid and integrated growth in
petrochemicals, Huntsman-held companies today have annual
revenues of over $7 billion, more than 13,000 employees and
facilities in 44 countries.

For the three months ended March 31, 2003, Huntsman
International had operating income of $17.5 million on revenues
of $1,297.7 million, compared to operating income of $24.5
million on revenues of $997.9 million for the same period in
2002. This represents a decrease of $7.0 million in operating
income and an increase of $299.8 million in revenues. EBITDA
decreased by $9.2 million to $74.7 million for the first quarter
of 2003 compared to $83.9 million for the first quarter of 2002.

Revenues increased in all segments due to higher average selling
prices and increased sales volumes on most products. Average
selling prices increased primarily due to the effects of
increased underlying raw material prices but also benefited from
market growth in the Polyurethanes and Pigments segments.
Revenues also benefited from the strengthening of the Euro and
GBP Sterling versus the U.S. dollar. The Euro and GBP Sterling
were approximately 18% and 11% stronger, respectively, in the
first quarter 2003 as compared to the same period in 2002.

Operating income decreased by $7.0 million. Excluding a $17.1
million restructuring charge taken in the first quarter 2003 in
our Polyurethanes segment, total operating income increased by
$10.1 million as compared to the same period in the prior year.
Higher average selling prices, sales volumes and margins in the
Pigments, Performance Products and Base Chemicals segments were
partially offset by lower margins in the Polyurethanes segment
primarily resulting from higher feedstock prices. Manufacturing
and SG&A costs increased mainly due to higher pension and
insurance costs and movements in certain foreign currency
exchange rates.

For the three months ended March 31, 2003, expenses from non-
operating items increased by $8.6 million to $11.8 million from
$3.2 million in the same period of 2002. Loss on the sale of
accounts receivable increased by $6.0 million to $9.6 million
from $3.6 million in the first quarter of 2002. The increase was
mainly attributable to $7.1 million in losses on foreign
currency exchange contracts associated with our accounts
receivable securitization program. A $2.8 million non-operating
asset write down was also incurred in the first quarter of 2003.

                      Segment Discussion

Huntsman International uses EBITDA to measure the financial
performance of its global business units and for reporting the
results of its operating segments. This measure includes all
operating items relating to the businesses. It excludes items
that principally apply to the company as a whole. Huntsman
International believes EBITDA is useful in helping investors
assess the results of its business operations.

                         Polyurethanes

For the three months ended March 31, 2003, Polyurethanes segment
EBITDA decreased by $47.0 million from $87.2 million for the
first quarter 2002 to $40.2 million. This decrease resulted
mainly from higher feedstock prices which were only partly
offset by increased sales volumes and higher average selling
prices. SG&A costs increased as savings from cost reduction
efforts were more than offset by increased pension costs and
foreign currency movements. In addition, in March 2003, the
company announced a further restructuring and a charge of $17.1
million was recorded relating to a portion of an overall
corporate cost reduction program that is expected to be
implemented and recorded throughout 2003.

                     Performance Products

For the three months ended March 31, 2003, Performance Products
segment EBITDA decreased by $4.6 million from $6.9 million for
the first quarter 2002 to $2.3 million. Revenues were higher in
the first quarter 2003 compared to the first quarter 2002,
resulting from higher sales volumes and higher average selling
prices for ethyleneamines and surface sciences, while margins
remained relatively flat period over period. Manufacturing and
SG&A costs increased due to foreign currency movements.

                          Pigments

For the three months ended March 31, 2003, Pigments segment
EBITDA increased by $18.0 million from $10.9 million for the
first quarter 2002 to $28.9 million. This increase is mainly due
to improved sales volumes and higher average selling prices
resulting from a favorable supply-demand balance. Manufacturing
and SG&A costs increased due to pension costs, insurance costs
and foreign currency movements.

                       Base Chemicals

For the three months ended March 31, 2003, Base Chemicals
segment EBITDA increased by $34.0 million from a loss of $7.5
million for the first quarter 2002 to $26.5 million. Margins in
both the aromatics and olefins markets were stronger for the
three months ended March 31, 2003 than in the first quarter of
2002 following a tightening in market supply and demand
balances. The cost of a primary feedstock, naphtha, was
approximately 68% higher in the first quarter of 2003 than in
the same period in 2002. However, the increase in feedstock
costs was more than offset by increases in average selling
prices. Other operating costs decreased primarily due to the
sale of excess precious metals extracted from catalysts.

                     Unallocated Items

Segment EBITDA from unallocated and other items includes
unallocated corporate overhead, unallocated foreign exchange
gains and losses, loss on the sale of accounts receivable, and
other non-operating income and expense. For the three months
ended March 31, 2003, segment EBITDA from unallocated items
decreased by $9.6 million to a loss of $23.2 million from a loss
of $13.6 million for the same period in 2002. Loss on sale of
accounts receivable increased by $6.0 million to $9.6 million
from $3.6 million in the first quarter of 2002. The increase was
mainly attributable to $7.1 million in losses on foreign
currency exchange contracts associated with our accounts
receivable securitization program. A $2.8 million non-operating
asset write down was also incurred in the first quarter of 2003.

Foreign exchange losses were $1.4 million lower in the first
quarter of 2003 as compared to the first quarter of 2002.
Exchange gains and losses reported under unallocated items are
generally offset in part by foreign exchange movements in the
operating results of individual segments.

                     Liquidity and Debt

As of March 31, 2003, Huntsman International had borrowings of
$201 million outstanding under its $400 million revolving credit
facility, in addition to approximately $3 million outstanding in
letters of credit issued, and it had approximately $25 million
of overdraft line available and cash on its balance sheet of
approximately $49 million.

On April 11, 2003, Huntsman International issued $150 million in
aggregate principal amount of its 9.875% Senior Notes due 2009.
The proceeds of the offering were used to repay indebtedness
outstanding under the company's senior secured term loan and
revolving credit facilities. On a pro forma basis, after
considering repayment on the revolving facility of approximately
$26 million received from the offering, liquidity as of March
31, 2003 would be approximately $296 million.

Huntsman International's capital expenditures were approximately
$22 million for the first quarter of 2003 compared with $47
million in the first quarter of 2002. Increased spending for
first quarter 2002 was largely due to expenditures in connection
with the ICON 2 modernization and expansion of the company's
titanium dioxide manufacturing facility at Greatham, UK which
was completed in 2002, and the SAP project.

For the three months ended March 31, 2003, Huntsman LLC had an
operating loss of $9.1 million on revenues of $831.9 million,
compared to operating income of $14.2 million on revenues of
$588.2 million for the same period in 2002. This represents a
decrease of $23.3 million in operating income and an increase of
$243.7 million in revenues. EBITDA decreased by $18.9 million to
$31.9 million for the first quarter of 2003 compared to $50.8
million for the first quarter of 2002.

The increase in revenue was due to higher average selling prices
and sales volumes for all segments. Average sales prices
increased primarily as a result of rising underlying raw
material prices and a shortage of propylene in the market place.
The rise in gasoline prices in the United States also resulted
in higher sales prices for certain Base Chemicals products that
are associated with that market. The increase in Performance
Products and Base Chemicals sales volumes was a reflection of
increased demand. In addition, total sales volumes for the
Performance Products segment were higher in the first quarter
2003 because two of its manufacturing units were off-line for
scheduled maintenance in the comparable period of 2002. The
Polymers segment sales volumes were up primarily due to the
consolidation of our Australian styrenics business which was
accounted for under the equity method of accounting for the
prior year period. Prior to the fourth quarter 2002, these
results were reported under the equity method of accounting.

The decrease in operating income was primarily due to higher raw
material prices and increased employee benefit costs, insurance
costs and legal reserves. These increased costs were partially
offset by higher average sales prices and sales volumes.
Partially offsetting increased overall costs, the company's
Performance Products segment generated cost savings through the
shutdown of certain manufacturing units at the Port Neches,
Texas facility in February 2003. In addition, the Polymers
segment included operating income of $3.0 million attributable
to our Australian styrenics business which was not consolidated
in the first quarter of 2002.

Non-operating expense for the three months ended March 31, 2003
was $0.5 million and was unchanged from the same period in 2002.

                        Segment Discussion

Huntsman LLC uses EBITDA to measure the financial performance of
its global business units and for reporting the results of its
operating segments. This measure includes all operating items
relating to the businesses. It excludes items that principally
apply to the company as a whole. Huntsman LLC believes EBITDA is
useful in helping investors assess the results of its business
operations.

                       Performance Products

For the three months ended March 31, 2003, Performance Products
segment EBITDA decreased by $0.2 million from $36.7 million for
the first quarter 2002 to $36.5 million. The slight decrease was
due primarily to higher ethylene-based feedstock costs and
increased employee benefit and insurance costs. These increased
costs were mostly offset by higher average selling prices,
higher sales volumes, and cost savings from the shutdown of
certain manufacturing units at the Port Neches, Texas facility
in February 2003.

                           Polymers

For the three months ended March 31, 2003, Polymers segment
EBITDA decreased by $2.5 million from $16.1 million for the
first quarter 2002 to $13.6 million. The decrease was primarily
due to lower sales volumes as a result of the shutdown of part
of our polypropylene product line at our Odessa facility in May
2002 and increased employee benefit costs, insurance costs and
legal reserves. These decreases were partially offset by the
inclusion of EBITDA of $4.3 million in the results that were
attributable to our Australian styrenics business. Prior to the
fourth quarter 2002, these results were reported under the
equity method of accounting.

                       Base Chemicals

For the three months ended March 31, 2003, Base Chemicals
segment EBITDA decreased by $19.3 million from a profit of $11.1
million for the first quarter 2002 to a loss of $8.2 million.
The decrease was primarily due to increases in raw material and
energy prices that outpaced increases in average selling prices.
Natural gas prices were higher in the first quarter of 2003
primarily due to the depletion of natural gas inventories. High
crude oil prices resulted primarily from the uncertainty
regarding the war with Iraq.

                      Unallocated Items

Unallocated items primarily include unallocated corporate
overhead and reorganization costs. For the three months ended
March 31, 2003, segment EBITDA from unallocated items increased
by $3.1 million to a loss of $10.0 million from a loss of $13.1
million for the same period in 2002. The decreased loss is
primarily related to reorganization costs of $2.9 million
incurred in 2002.

                     Liquidity and Debt

As of March 31, 2003, Huntsman LLC had borrowings of $105
million outstanding under its $275 million revolving credit
facility in addition to $15 million in letters of credit issued,
and the company had approximately $33 million of cash on its
balance sheet. Huntsman LLC's total available liquidity was
approximately $188 million. Capital expenditures for the first
quarter of 2003 were approximately $13 million compared with $11
million in the first quarter of 2002.

On April 25, 2003, Huntsman LLC amended certain financial
covenants, including its leverage, interest coverage and fixed
charge coverage covenants, through the end of 2004.

HMP Equity Holdings Corporation owns 100% of Huntsman LLC and
currently owns, indirectly, approximately 61% of the membership
interests of Huntsman International. HMP, in the near future,
expects to complete a private offering of senior discount notes,
with warrants, under Rule 144A of the Securities Act of 1933.
The proceeds from the HMP offering would be used by HMP to
complete the purchase from Imperial Chemicals Industries PLC of
30% of the membership interests of Huntsman International and
the senior subordinated reset discount notes due 2009 of
Huntsman International that were originally issued to ICI. These
transactions would be completed pursuant to agreements with ICI
which are discussed in more detail in Huntsman International's
2002 10-K.

The HMP securities will be offered to qualified institutional
buyers in reliance on Rule 144A under the Securities Act of 1933
and may also be offered to non-U.S. persons in reliance on
Regulation S under the Securities Act of 1933. At the time of
the HMP offering, the HMP securities will not be registered
under the Securities Act of 1933 and may not be offered or sold
in the United States absent registration or an applicable
exemption from the registration requirements of the Securities
Act of 1933 and applicable state securities laws.

As reported in Troubled Company Reporter's April 7, 2003
edition, Standard & Poor's Ratings Services affirmed its 'B+'
corporate credit rating on Huntsman International Holdings LLC
and its subsidiary, Huntsman International LLC following the
company's announcement of a proposed note offering. The outlook
remains developing.

At the same time, Standard & Poor's said that it assigned its
'B' rating to Salt Lake City, Utah-based Huntsman International
LLC's proposed $150 million senior unsecured notes due 2009,
subject to preliminary terms and conditions. The new notes are
rated one notch below the corporate credit rating, reflecting
their disadvantaged position in the event of a bankruptcy,
relative to Huntsman International's senior secured bank debt.

"If completed as proposed, the new notes offering will improve
near-term financial flexibility by continuing Huntsman
International's efforts to reduce scheduled debt amortization
over the next couple of years," said Standard & Poor's credit
analyst Kyle Loughlin.


HYPERFEED TECHNOLOGIES: First-Quarter Net Loss Widens to $800K
--------------------------------------------------------------
HyperFeed Technologies, Inc. (Nasdaq:HYPR), a provider of
managed services, financial information and ticker plant
technologies to financial institutions, exchanges, value-added
distributors and trading professionals, reports results for the
first quarter ended March 31, 2003.

The Company recorded a $0.8 million net loss for the three
months ended March 31, 2003, compared with a net loss of $0.2
million for the same period in 2002. Revenue was $3.7 million
for the three months ended March 31, 2003 versus $5.6 million
for the same period in 2002.

At March 31, 2003, the Company's balance sheet shows a working
capital deficit of about $1.6 million, while accumulated deficit
reached $43 million, and total shareholders' equity dwindled to
$1.8 million.

According to Jim Porter, HyperFeed's CEO, "While we show a
greater net loss in the first quarter of 2003 as compared with
the same quarter last year, we remained consistent with the
fourth quarter of 2002. In addition, during the second quarter
we will strengthen our balance sheet with approximately $1.4
million in net proceeds from a previously announced private
placement of our common stock." Porter adds, "We are moving
forward and starting to recognize a return as our diverse
customer base leverages our ticker plant technologies in a
Managed Exchange Platform Services model and creates a clear
sales funnel for future periods."

HyperFeed's ticker plant technology and financial exchange
managed services are designed specifically to support the
delivery of real-time data, data management, data reporting, and
value added services for use in distributing and receiving
financial content with a competitive edge. Beginning with a
comprehensive understanding of the diverse needs of the
financial equities industry, the Company applies advanced
technologies to the processing, delivery, distribution and
access to financial market data. HyperFeed(R) offers one of the
fastest, most complete and reliable managed exchange platform
services that can be used with industry-leading APIs, third-
party applications or online desktop solutions.

For more information, please visit HyperFeed's Web site at
http://www.hyperfeed.com


INBUSINESS SOLUTIONS: Closes $2MM Conv. Equity Private Placement
----------------------------------------------------------------
InBusiness Solutions Inc. (TSX Venture: BIZ.T) has closed a
convertible equity private placement of $2,000,000 in gross
proceeds with TrekLogic Technologies Inc., (TSX Venture: TKI).
Pursuant to the Funding, InBusiness will issue 30,000,000 equity
units as follows:

- $500,000: 10,000,000 common shares at $0.05 per share and
   10,000,000 common share warrants where one warrant plus $0.10
   will entitle the holder to acquire one share for a period of
   twenty-four (24) months from the Closing Date; and

- $1,500,000: 20,000,000 common shares at $0.075 per share and
   20,000,000 common share warrants where one warrant plus
   $0.10 will entitle the holder to acquire one share for a
   period of twenty-four (24) months from the Closing Date.

Currently, InBusiness has 18,158,307 common shares issued and
outstanding.

Pursuant to the agreement, TrekLogic provided the Funding to
InBusiness by way of a loan in the form of a secured 12%
convertible debenture on the terms noted above. Shareholder
approval is required to permit the conversion. The common shares
issueable on conversion of the debenture and exercise of the
warrants will then be subject to a Tier 1 Value Escrow which
releases escrowed stock at various times over an 18-month
period. Failure to secure shareholder approval will result in
the convertible debenture becoming due and payable on May 31,
2003.

The core IT services operations of InBusiness have been
consistently profitable from their inception. The financial
difficulties experienced by InBusiness over the past 24 months
were the direct result of a business strategy that expanded the
Company into select media and dot-com based activities. Over the
past 12 months, the Company has moved aggressively to optimize
its cost structure, dispose of assets and businesses unrelated
to the core Information Technology business, and recapitalize
the business operations. This private placement has
significantly improved the immediate working capital position of
InBusiness and provided capital for continued growth in the core
IT business.

As a result of closing the $2,000,000 Funding, and upon
shareholder approval and conversion to InBusiness shares,
TrekLogic will have a controlling shareholding in InBusiness.
John McKimm, Chairman and CEO of TrekLogic, states, "InBusiness
fits well with TrekLogic's business strategy. TrekLogic has been
looking to add an Ottawa base, and InBusiness certainly meets
all our requirements. The business mix is very similar and we
expect significant synergies to result during the coming year."
Mark Quigg, President of InBusiness, states, "Mr. McKimm is very
familiar with InBusiness. He was active with our Company from
1997 through 2000 as a Director and Advisor. He left the Board
of Directors with the advent of our media and dot-com strategy.
We are pleased to be working with Mr. McKimm and TrekLogic, and
believe the combination has the potential to create significant
value for our shareholders, employees, consultants and clients
and provide InBusiness with a strong financial and operational
base from which to grow."

As well, InBusiness will benefit from the technology provided by
Brainhunter.com Ltd. ("Brainhunter"), another recent acquisition
by TrekLogic. Brainhunter is an IT staffing company that has
developed a successful web-enabled, end-to-end recruitment
technology platform designed to improve workflow effectiveness
and minimize staffing costs. The addition of Brainhunter's
technology to InBusiness will lower operating costs and provide
InBusiness with a significant competitive advantage.

Conditional regulatory approval has been received for the
funding. Final approval is subject to shareholders' approval,
expected to be obtained at the Shareholders' Meeting on
April 29, 2003. Coincident with reaching the agreement with
TrekLogic, the Company concluded a Forbearance agreement with
its primary banker, the Bank of Montreal, effective to May 31,
2003. On receipt of shareholders' approval for conversion of the
Funding to InBusiness shares, TrekLogic has arranged an
additional $2,000,000 Operating Credit facility and the Bank of
Montreal will be paid out. Coincidently, four additional
directors will be appointed to the InBusiness Board; John McKimm
will assume the role of Chairman and CEO; and select TrekLogic
executives will take an active day-to-day role in the business
operations of InBusiness.

A private company owned by TrekLogic executives and directors
has agreed to acquire up to $900,000 of the $1,000,000 Debenture
currently outstanding in InBusiness. The remaining $100,000 will
stay with the existing Debenture holder. It has been agreed to
among the Company, the Purchasers and the existing Debenture
holder that: the term of the Debenture be extended to April 30,
2004; the interest rate be reduced to 6% per annum from 12%;
and, subject to shareholder and final regulatory approval, the
Debenture be converted to 10,000,000 equity units at $0.10 per
equity unit, where each equity unit is made up of one common
share and one common share purchase warrant exercisable at $0.10
per common for a period of two years from May 5, 2003, the
anticipated closing date. On conversion, InBusiness will be left
a debt-free company with the exception of operating credit
facilities referred to previously.

InBusiness is an established IT solutions and services company
that delivers technology solutions in business intelligence,
Oracle applications, systems integration and wireless/portal
applications. With a team of over 160 IT professionals,
InBusiness' clients include Fortune 500 corporations and
government departments located in both Canada and the United
States. For more information on InBusiness' IT solutions and
services, please contact the Company's Web site at
http://www.inbusiness.com

TrekLogic is an Information Technology Services company
providing high value added technology services built on well-
defined competitive advantages to a high profile client base in
Canada and the United States. Services are grouped into two
categories - Solutions and Staffing. The Solutions services are
focused on specialty practices where TrekLogic has a competitive
advantage either due to proprietary technology or domain
expertise. The Solutions practice is an enabler for a high
growth Staffing business, which is primarily focused on IT and
engineering personnel, located in Toronto and Ottawa. The two
acquisitions recently announced (Brainhunter and InBusiness)
will result in consolidated sales for TrekLogic in excess of
$35.0 million, significant growth in profitability and a leading
web-enabled recruitment technology platform to execute a high
growth consolidation strategy in the Staffing division.
TrekLogic has a history of strong profitability with a strong
balance sheet, and a healthy working capital position. For more
information on TrekLogic, please contact the TrekLogic Web site
at http://www.TrekLogic.com


INSILCO HOLDING: Court Fixes May 15, 2003 as Claims Bar Date
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware
establishes May 15, 2003, as the last date for creditors to
submit their requests for payment of administrative expenses or
proofs of claim against the Debtors or be forever barred from
asserting their claims.

Requests for payment or proofs of claim must submitted before
5:00 p.m. Eastern Time on May 15. Address claims to:

         Insilco Technologies, Inc., et al.
         c/o Patlett, Inc.
         3 Sunbel Business Park Drive
         Greer, South Carolina 29650-4529

Payment Requests or Proofs of Claim against the Debtors need not
be filed at this time if they are on account of:

         1. Claims by Governmental units pursuant to Bankruptcy
            Rule 3002(c)(1);

         2. Claims already properly filed with the Bankruptcy
            Court;

         3. Administrative expenses for allowance of professional
            fees and/or reimbursement of expenses;

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

         5. Claims previously allowed by Order of the Court;

         6. Administrative expenses incurred subsequent to the
            Claims Bar Date; and

         7. Claims based solely on the Holder's ownership of
            Senior Notes issued by the Debtors.

Insilco Technologies, Inc., a leading global manufacturer and
developer of highly specialized electronic interconnection
components and systems, serving the telecommunications, computer
networking, electronics, automotive and medical markets, filed
for chapter 11 petition on December 16, 2002 (Bankr. Del. Case
No. 02-13672).  Pauline K. Morgan, Esq., Sharon M. Zieg, Esq.,
Maureen D. Luke, Esq., at Young, Conaway, Stargatt & Taylor and
Constance A. Fratianni, Esq., Scott C. Shelley, Esq., at
Shearman & Sterling represent the Debtors in their restructuring
efforts.  When the Debtors filed for protection from its
creditors, it listed $144,263,000 in total assets and
$611,329,000 in total debts.


INTEGRATED HEALTH: Pushing for Ninth Exclusive Period Extension
---------------------------------------------------------------
Edmon L. Morton, Esq., at Young Conaway Stargatt & Taylor LLP,
in Wilmington, Delaware, reminds the Court that a critical
aspect of the Plan is the sale of the Company.  Integrated
Health Services, Inc., and its debtor-affiliates continue to
finalize all aspects of the Plan as they prepare for the
Confirmation Hearing.  Over 20 responses have been filed
concerning the Plan.  The Debtors are optimistic that many, if
not all, of these responses can be resolved on a consensual
basis. Nevertheless, out of an abundance of caution the Debtors
submit that it is prudent for them to maintain their Exclusive
Periods beyond the Confirmation Hearing -- just in case
something falls apart at the eleventh hour.

Accordingly, by this Motion, the Debtors seek an order, pursuant
to Section 1121 (d) of the Bankruptcy Code, extending their
Exclusive Period to file a plan to and including June 27, 2003;
and extending their Exclusive Solicitation Period to and
including August 29, 2003, in the event a new vote might be
required.  In essence, the Debtors are requesting an extension
of 60 days with respect to each of the Exclusive Periods,
without prejudice to their right to seek further extensions of
the Exclusive Periods for cause or the right of any party-in-
interest to seek to reduce the Exclusive Periods for cause.

Mr. Morton notes that the Debtors' Chapter 11 "mega-cases" are
indisputably of the size and complexity that Congress and courts
have recognized warrant reasonable extensions of the Exclusive
Periods.  See Express One Int'l, 194 B.R, at 100 ("The
traditional ground for cause is the large size of the debtor and
the concomitant difficulty in formulating a plan of
reorganization."); In re Texaco, 76 B R. at 327 (finding cause
to extend exclusivity merely by sheer size of case); In re
Manville Forest Prods. Corp., 31 B R 991, 995 (S.D.N.Y 1983)
("[T]he sheer mass, weight, volume and complications of the
Manville filings undoubtedly justify a shakedown period"); H.R.
Rep No 95-595, at 6190-6191, 6362 (1978) ("[I]f an unusually
large company were to seek reorganization under Chapter 11, the
Court would probably need to extend the time in order to allow
the debtor to reach an agreement."), reprinted in 1978
U.S.C.C.A.N 6191, 6362.

According to Mr. Morton, the Debtors' cases involve 20,000
creditors, and their schedules and claims registers reflect
several billion dollars in known and potential liabilities.
Moreover, the highly regulated nature of the industry in which
the Debtors operate -- healthcare -- and the depressed state of
the long-term care segment of that industry, have continued to
add additional layers of complexity to these cases.  For
example, issues regarding the interplay between bankruptcy law
and other federal laws, including Medicare law, have been a
continuing focus of analysis and discussions throughout these
cases, as they have in the other healthcare bankruptcy cases.
Mr. Morton states that the Plan provides the framework for what
the Debtors believe is a global resolution of these complex
issues.  The Briarwood Agreement, which is the cornerstone of
the Plan, has been filed with and approved by the Court.  Based
on the status of the sale process and Plan negotiations, the
Debtors anticipate that the extension requested by this Motion
is sufficient to complete its solicitation process.

The Court previously has been apprised of the Debtors' progress
from the Petition Date through the filing of the ninth motion to
extend exclusivity, which efforts have culminated in the filing
of the Plan and the approval of the Disclosure Statement.  Mr.
Morton insists that the requested extension is reasonable given
the Debtors' progress to date and the current posture of these
cases.  The Debtors are not seeking this extension to delay the
reorganization for some speculative event or to pressure
creditors to accede to a plan that is unsatisfactory to them.

Since the confirmation of the Rotech Plan, the Debtors have been
able to focus themselves and their major constituents, including
the Creditors' Committee, the Senior Lenders and the United
States, on the development of a mutually acceptable plan of
reorganization for the remaining Debtors.  Termination of the
Debtors' exclusivity would no doubt have a monumental, adverse
impact on their business operations and the progress of these
cases and would inevitably foster a chaotic and debilitating
environment with no central focus and explicitly conflicting
interests.

Mr. Morton asserts that these concerns are not abstract or
theoretical -- they are real.  The Debtors foresee delay,
increased costs and reduced distributions to creditors if these
Chapter 11 cases are permitted to sink into a morass of
litigation over competing plans championing parochial interests.
Conversely, an extension of exclusivity will enable the Debtors
to harmonize the diverse and competing interests that exist and
seek to resolve any conflict in a reasoned and balanced manner.
This neutral and independent role is precisely what Congress
envisioned for the debtor-in-possession in the Chapter 11
process.

Since the Petition Date, Mr. Morton reports that the Debtors
have taken numerous affirmative steps toward a successful
rehabilitation of their businesses.  Through prudent business
decisions and cash management, the Debtors believe they have
more than sufficient resources to meet all required postpetition
payment obligations and have been doing so.  Indeed, as of April
28, 2003, the Debtors have no outstanding borrowings under the
debtor-in-possession financing facility other than some modest
draws in connection with letters of credit.  In addition, the
Debtors are continuing the process of disposing of non-
profitable and non-core assets.  Thus, the Debtors are managing
their businesses effectively and preserving, indeed enhancing,
the value of their assets for the benefit of creditors and
believe that the extensions requested are essential to the
finalization of their Plan process.

A hearing on the motion is scheduled on May 21, 2003.  By
application of the Local Rules applicable in the Bankruptcy
Court in Delaware, the exclusive filing period is automatically
extended through the conclusion of that hearing. (Integrated
Health Bankruptcy News, Issue No. 56; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


KMART CORP: Names Harold W. Lueken New SVP and General Counsel
--------------------------------------------------------------
Kmart Corporation (Pink Sheets: KMRTQ) announced that Harold W.
Lueken will join the Company as Senior Vice President and
General Counsel, effective May 12, 2003. Reporting to President
and CEO Julian C. Day, Lueken, 41, will be responsible for the
Company's Legal and Human Resources departments.

Commenting on the appointment, Day said, "Harold Lueken is an
accomplished corporate attorney who is ideal to direct Kmart's
legal and human resources functions as the Company emerges from
Chapter 11. Harold's expertise in governance, legal and
employee-related matters, combined with his experience with
financial institutions, will make him a great asset as we set
forth in running the new Company with its new Board of
Directors."

Lueken joins Kmart from Banc of America Securities where he
served as Managing Director and General Counsel to Corporate
Investment Banking. Prior to Banc of America, he served as
Principal and General Counsel to Real Estate Businesses with the
investment firm Morgan Stanley Dean Witter & Co.

With Lueken's appointment, Michael T. Macik will be retiring
from Kmart after 32 years. Macik initially retired in November
2000 and rejoined Kmart in April 2002 to assist in the Company's
reorganization.

Day said: "Mike Macik has been a valued contributor to our
efforts to restructure Kmart. His extensive experience in the
area of human resources management and his lengthy tenure with
the Company were critical to the success of our operational
reorganization and corporate right-sizing. Mike has achieved his
and the Company's objectives and we thank him for his
contribution and wish him well in his retirement."

Kmart Corporation is a mass merchandising company that serves
America through its Kmart and Kmart SuperCenter retail outlets.

The Company's plan of reorganization, which can affect the value
of our various pre-petition liabilities, common stock and/or
other securities, was recently confirmed by the bankruptcy
court. In accordance with the plan of reorganization, upon our
emergence from Chapter 11, the existing Kmart common stock will
be cancelled, with holders thereof receiving no distributions
under the plan, other than, possibly, for a minor interest in a
creditor litigation trust to be established pursuant to the
plan. Accordingly, the Company urges that appropriate caution be
exercised with respect to existing and future investments in
Kmart common stock or any claims relating to pre-petition
liabilities and/or other Kmart securities and urges holders
thereof to review such plan carefully before making any
decisions with respect to any such investments.

DebtTraders reports that Kmart Corp.'s 9.000% bonds due 2003
(KM03USR6) are trading at about 16 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=KM03USR6for
real-time bond pricing.


LEAP WIRELESS: US Trustee Appoints Unsec. Creditors' Committee
--------------------------------------------------------------
Pursuant to Section 1102 of the Bankruptcy Code, the United
States Trustee appoints these creditors, being among the largest
unsecured claimants who are willing to serve, to the Committee
of Unsecured Creditors of Leap Wireless International, Inc.:

     A. Goldman, Sachs & Co.
        Kenneth Eberts
        1 New York Plaza - 48th Floor, New York, NY 10004
        Phone: 212-902-5685   Fax: 212-346-3124


     B. Aspen Advisors, LLC
        Neil Subin
        8 Palm Court Sewell Point, FL 34996
        Phone: 772-223-0808   Fax: 954-697-4687

     C. Qualcom, Inc.
        Quentin E. Lyle
        5775 Morehouse Drive, San Diego, CA 92121
        Phone: 858-658-4846   Fax: 858-658-4203

     D. Aquitania Partners LP
        Thomas A. Schmidt
        261 School Avenue, Suite 400, Excelsior, MN 55331
        Phone: 952-401-6114   Fax: 952-401-6101

     E. Royal Bank Of Canada
        Stephen R. Levitan
        One Liberty Plaza, New York, NY 10006
        Phone: 212-858-7330   Fax: 212-858-7467

     F. U.S. Bank National Association
        Sandra Spivey
        Nevada Financial Center, Las Vegas, NV 89102
        Phone: 702-386-7053   Fax: 702-386-7054
(Leap Wireless Bankruptcy News, Issue No. 3; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


LTV CORP: Judge Bodoh Fixes Preference Litigation Procedures
------------------------------------------------------------
At LTV Steel Company, Inc., and VP Buildings, Inc.'s behest,
Judge Bodoh set up case management procedures for the preference
suits filed against various entities and individuals by these
Debtors.

By December 2002, the Debtors filed 642 adversary proceedings
against various defendants to avoid and recover preferential,
pre-petition transfers to creditors.

As proposed by the Debtors, the orderly processing of these
hundreds of preference actions requires these procedures:

         (1) the Preference Actions must be categorized into
             groups of approximately 50 complaints each,
             according to the dates the suits were filed;

         (2) the time limit by which service set by FRCP 4
             must be made upon penalty of dismissal is extended
             by 60 days, or a longer period if ordered;

         (3) the time limit during which a summons is effective
             is extended by 10 days, or a longer period if
             ordered;

         (4) the pretrial conferences in the Preference Actions
             are deferred pending a motion by any party.

But not all matters affecting the Preference Actions are
extended.  As suggested by the Debtors:

         (a) the disclosures required by federal rule be made
             "promptly";

         (b) discovery cutoff is 6 months after the complaint
             is finally serviced, with an exchange of expert
             witness reports occurring within that time period;

         (c) dispositive motions seven months after the
             complaint is served, with briefs in opposition
             within the latter of:

                (i) three months after the dispositive motion
                    is served, or

               (ii) ten months after the complaint is served
                    without regard to when the dispositive
                    motion is served; and

              (iii) reply briefs within 10 days after the
                    brief in opposition is filed;

         (d) a pretrial conference eleven months after the
             complaint is served, or sooner upon motion for
             good cause; and

         (e) except as may be initiated by the Court,
             "continuances are disfavored".  However, first
             leaves to plead to the complaint or to respond
             to a dispositive motion or brief in opposition;
             not to exceed 30 days, are automatic, requiring
             neither court order nor consent from opposing
             counsel. (LTV Bankruptcy News, Issue No. 47;
             Bankruptcy Creditors' Service, Inc., 609/392-00900)


MAGELLAN HEALTH: Committee Signs-Up Akin Gump as Counsel
--------------------------------------------------------
The Official Committee of Unsecured Creditors wants to retain
Akin Gump Strauss Hauer & Feld LLP as its counsel in Magellan
Health's Chapter 11 cases, nunc pro tunc to March 17, 2003.

Committee Chairman David Gillespie recounts that in October
2002, an informal committee of certain unaffiliated holders of
the 9-3/8% Senior Notes due 2007 and the 9% Senior Subordinated
Notes due 2008 issued by the Debtors was formed for the purpose
of negotiating a consensual restructuring of certain of the
Debtors' debt obligations.  The Informal Committee retained Akin
Gump as its counsel and Houlihan Lokey as its financial advisor.

After the formation of the Official Committee of Unsecured
Creditors, the Informal Committee dissolved and released Akin
Gump and Houlihan Lokey.  Five of the six members of the
Official Committee were members of the Informal Committee.

Mr. Gillespie informs the Court that from the Petition Date
through the Committee Formation Date, Akin Gump rendered
professional services to the Informal Committee as requested,
necessary, and appropriate in furtherance of the interests of
the members of the Informal Committee.

The Committee deems it necessary and appropriate to retain Akin
Gump to:

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

   B. assist and advise the Committee in its consultations with
      the Debtors relative to the administration of these cases;

   C. assist the Committee in analyzing the claims of the
      Debtors' creditors and the Debtors' capital structure and
      in negotiating with holders of claims and equity interests;

   D. assist the Committee in its 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 assumption or rejection
      of certain leases of non-residential real property and
      executory contracts, asset dispositions, financing of other
      transactions and the terms of a plan  or plans of
      reorganization for the Debtors and accompanying disclosure
      statements and related plan documents;

   F. assist and advise the Committee as to its communications to
      the general creditor body regarding significant matters in
      these cases;

   G. represent the Committee at all hearings and other
      proceedings;

   H. review and analyze applications, orders, statements of
      operations and schedules filed with the Court and advise
      the Committee as to their propriety;

   I. advise and assist the Committee with respect to any
      legislative or governmental activities, including, if
      requested by the Committee, to perform lobbying activities
      on behalf of the Committee;

   J. assist the Committee in preparing pleadings and
      applications as may be necessary in furtherance of the
      Committee's interests and objectives; and

   K. perform other legal services as may be required or are
      otherwise 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, Bankruptcy Rules or other
      applicable law.

Mr. Gillespie believes that Akin Gump possesses extensive
knowledge and expertise in the areas of law relevant to these
cases, and that Akin Gump is well qualified to represent the
Committee in these cases.  In selecting counsel, the Committee
sought attorneys with considerable experience in representing
unsecured creditors' committees in Chapter 11 reorganization
cases and other debt restructurings.  Akin Gump has this needed
experience since the Firm is currently representing and has
represented official creditors' committees in many significant
Chapter 11 reorganizations.

Subject to the Court's approval, Akin Gump will charge for its
legal services on an hourly basis in accordance with its
ordinary and customary hourly rates in effect on the date the
services are rendered.  The current hourly rates charged by Akin
Gump for professionals and paraprofessionals employed in its
offices are:

           Billing Category                   Range
           ----------------                   -----
              Partners                      $325-$735
              Special Counsel and Counsel    325- 700
              Associates                     185- 450
              Paraprofessionals               45- 190

These hourly rates are subject to periodic adjustments to
reflect economic and other conditions.  Akin Gump will maintain
detailed records of actual and necessary costs and expenses
incurred in connection with the legal services.

The names, positions and current hourly rates of the Akin Gump
professionals currently expected to have primary responsibility
for providing services to the Committee are:

     1. Michael S. Stamer (Partner) - $625/hour;

     2. John Strickland (Partner) - $600/hour;

     3. Christopher A. Provost (Counsel) - $425/hour;

     4. Allan L. Hill (Associate) - $325/hour.

Akin Gump Member Michael S. Stamer assures the Court that the
Firm does not represent and does not hold any interest adverse
to the Debtors' estates or their creditors in the matters on
which the Firm is to be engaged.  However, he admits that Akin
Gump has in the past represented these entities on matters
wholly unrelated to the Debtors' Chapter 11 cases including:

     A. Debtor: Merit Behavioral Care Corporation;

     B. 50 Largest Unsecured Creditors: Aetna U.S. Healthcare
        Independence Blue Cross; AT&T Corporation;

     C. Affiliates of Debtors: Independence Blue Cross; LTC
        Properties;

     D. Other Companies: Continental Airlines, Inc. Denbury
        Resources, Inc.; Ducati Motor Holdings, S.p.A.; J. Crew
        Group, Inc.; MMI Companies, Inc.; Emory University School
        of Law GMP Companies;

     E. Professionals Retained by the Company within the Past Two
        Years: Alston & Bird; Hunton & Williams; Krafsur Gordon
        Mott McDermott Will & Emery; Patterson Belknapp Ross &
        Hardies; Blank Rome; Dechert; Buchanan Ingersoll; Hogan &
        Harston; Fulbright & Jaworski; Hooper, Lundy & Bookman,
        Inc.; Holland & Knight; King Pagano & Harrison; Hughes &
        Luce; Ober Kaler Grimes & Shriver; Latham & Watkins;
        Sidley Austin; Proskauer Rose; Wilson Elser Moskowitz
        Edelman & Dicker; Willkie Farr & Gallagher;

     F. Professionals Retained by the Company in these Cases:
        Ernst & Young; PricewaterhouseCoopers LLP;

     G. Secured Creditors: JP Morgan; Apollo Advisors; Credit
        Suisse; General Electric Credit Corp.; Highland Capital
        Management, L.P.; Morgan Stanley; SunTrust Life
        Insurance; UBS Warburg; Van Kampen; AmSouth Bank; Credit
        Lyonnais; First American Bank; Fleet Bank; ING;
        Metropolitan Life Insurance Co.; Oppenheimer Funds;

     H. Bond Trustee: Marine Midland Bank; HSBC Bank USA;

     I. Known Bondholders: Salomon Brothers; Prudential
        Insurance; GE Asset Management; Zurich Kemper; Credit
        Suisse First Boston; Wells Fargo Bank; Barclays Global;
        Fidelity Management; Deutsche Bank Securities; Van
        Kampen; Teachers Insurance Co.; Guaranty National
        Insurance; Liberty Mutual Insurance; AIG Annuity
        Insurance; State Farm; Morgan Stanley; Dresdner; Merrill
        Lynch; Sun America Life Insurance; Allstate Life
        Insurance; Goldman Sachs Firemans Fund; New York Life
        Insurance; American Express; DLJ Investment Management;
        Jefferson Pilot; Bank One Investors; Hartford Life
        Insurance; Connecticut General Life; Capital
        International, Inc.; Allianz; Northern Trust; IDS Life
        Insurance Co.; Charles Schwab; ING; Lincoln National Life
        Insurance; PIMCO Advisors; Metropolitan Life Insurance;
        John Hancock Advisors; Oppenheimer Fund; John Alden Life
        Insurance; Golden Rule Insurance Co.; American Modern
        Home Insurance; Legg Mason LLC;

     J. Major Landlords: Equitable Life Assurance Society;
        Independence Blue Cross; MAC-CALI Realty, L.P.; AGBRI
        Atrium L.P.; Tenet Healthcare; McDonnell Douglas
        Corporation; Trizec Hahn Gateway LLC; Massachusetts
        Mutual Life Insurance; Aetna Life Insurance Co.; GGP Ala
        Moana, LLC;

     K. Underwriters and Agents: JP Morgan Chase; Credit Suisse
        First Boston; UBS Warburg;

     L. Members of the Official Committee of Unsecured Creditors
        and Proposed Professionals: Bank One Corporation; Oaktree
        Capital Management; Houlihan Lokey; Howard & Zukin; HSBC
        Bank USA; Universal Health Services, Inc. (Magellan
        Bankruptcy News, Issue No. 6: Bankruptcy Creditors'
        Service, Inc., 609/392-0900)


MEDEX INC: S&P Assigns B+ Corporate Credit Rating
-------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to medical products manufacturer Medex Inc. At the
same time, Standard & Poor's assigned a 'B+' to Medex's proposed
$200 million credit facility and a 'B-' to its proposed offering
of $150 million senior subordinated notes maturing in 2013.

The issues are part of a leveraged buyout by the company's
equity sponsor, One Equity Partners, in tandem with the
acquisition of a catheter product line from Ethicon Endo-
Surgery, known as the Jelco Peripheral Intravenous Catheter.
Ethicon is a wholly owned subsidiary of Johnson & Johnson.

The outlook on Medex is stable. At the close of the transaction,
roughly $325 million of debt will be outstanding.

"The speculative-grade ratings on Dublin, Ohio-based Medex
reflect its niche position in the critical care market, which is
subject to competition from much larger, better-financed
companies. The ratings also reflect the company's heavy debt
burden," said Standard & Poor's credit analyst Jordan C. Grant.

Critical care products made by Medex include fluid and drug
administration systems, pump infusion systems, and pressure
monitoring systems, as well as cath lab kits and respiratory
treatment products. Disposable products, accounting for more
than 90% of sales, lend some earnings predictability. The
company serves more than 3,500 hospitals in 50 countries.

The planned $340 million acquisition of Jelco would add PIVCs to
Medex's offerings. Single-use disposable PIVCs are commonly used
to provide an entry-point to introduce fluids and drugs into the
body intravenously. Jelco's business fits well with Medex's
infusion systems business because it allows Medex to offer a
complete drug delivery system and possibly create a competitive
advantage.

However, the critical care products market is highly competitive
and customers have numerous rival suppliers from which to
choose. Many of Medex's competitors are larger and offer a
broader range of products, which could make competing products
more attractive to hospitals, group purchasing organizations,
and others. Furthermore, Jelco PIVCs will no longer be
associated with the Johnson & Johnson brand name, and this could
place Medex at a disadvantage when competing against companies
with more brand recognition.

Though Medex is acquiring a product line rather than a complete
company, management will be challenged to integrate the Jelco
business, which significantly increases the size and geographic
scope of operations.


MEMC ELECTRONIC: March 31 Net Capital Deficit Narrows to $3MM
-------------------------------------------------------------
MEMC Electronic Materials, Inc. (NYSE: WFR) reported financial
results for the first quarter ended March 31, 2003.

Summary of the first quarter results:

* Net sales of $188.3 million

* Gross margin of 28.8% of net sales

* Operating income of $32.7 million (17.4% of net sales)

* Net income of $19.7 million, basic EPS of $0.10, diluted EPS
   of $0.09

Commenting on the quarterly results, Nabeel Gareeb, MEMC's Chief
Executive Officer, said: "We are proud of our results this
quarter. We believe we maintained our strong market position,
while paying down debt and continuing to invest in our future.
As anticipated, we experienced pricing pressure this quarter as
a result of pricing contracts with customers that were effective
January 1, 2003. We were able to offset some of these effects
with manufacturing cost savings. These achievements are even
more remarkable when you consider the challenging market,
macroeconomic and geopolitical conditions."

Net sales were $188.3 million for the 2003 first quarter
compared to $186.0 million for the 2002 fourth quarter. Net
sales increased 38% compared to $136.7 million in the 2002 first
quarter. The year-over-year increase in net sales was a result
of significantly higher product volumes across all geographic
areas and all product diameters.

The Company reported gross margin in the 2003 first quarter of
$54.2 million, or 29% of net sales, compared to $54.1 million,
or 29% of net sales, in the 2002 fourth quarter. The Company's
year-over-year gross margin improved $32.5 million from $21.7
million in the 2002 first quarter. Beginning with the new fiscal
year, the Company made the amortization of spare parts
consistent with the Company's capitalization policy, which had a
$1.8 million favorable impact on the 2003 first quarter. The
Company reported operating income of $32.7 million, or 17% of
net sales, in the 2003 first quarter, compared to operating
income of $32.1 million, or 17% of net sales, for the 2002
fourth quarter. The Company reported an operating loss of $4.8
million in the 2002 first quarter. The year-over-year
improvement in operating results is a result of significantly
increased productivity, as cost of goods sold increased only 17%
compared to a 38% increase in net sales. The Company continues
to focus on improvements in yield and further cost reductions.

The Company reported net income allocable to common stockholders
of $19.7 million for the 2003 first quarter compared to $35.7
million in the 2002 fourth quarter. Non-operating income in the
2002 fourth quarter included a $7.5 million one-time gain on an
option on MEMC Pasadena, Inc., which expired October 31, 2002.
In addition, currency losses in the 2003 first quarter totaled
$2.6 million, compared to currency gains of $4.5 million in the
2002 fourth quarter. The currency loss in the 2003 first quarter
relates primarily to the translation of Won-denominated net
assets at the Company's Korean subsidiary. The 2003 first
quarter results benefited from improved joint venture earnings
and minority interest, offset by increased income tax
provisions. Compared to the 2002 first quarter, the Company's
net income allocable to common stockholders improved $37.8
million, from an $18.1 million loss.

The Company achieved operating cash flow of $24.5 million for
the 2003 first quarter, compared to $42.6 million in the 2002
fourth quarter and a deficit of $6.6 million in the 2002 first
quarter. Normal first quarter payments of bonuses and certain
taxes accounted for approximately $15.0 million of the decrease
in operating cash flow in the 2003 first quarter compared to the
2002 fourth quarter.

Capital expenditures during the 2003 first quarter totaled $15.8
million, compared to $9.6 million in the 2002 fourth quarter and
$2.7 million in the 2002 first quarter. Net repayments of debt
in the 2003 first quarter totaled $11.7 million, compared to
$1.4 million in the 2002 fourth quarter and $16.2 million in the
2002 first quarter. The Company's cash and cash equivalents and
short-term investments totaled $160.8 million at the end of 2003
first quarter, compared to $165.6 million at the end of 2002
fourth quarter and $82.1 million at the end of the 2002 first
quarter.

At March 31, 2003, the Company's balance sheet shows a total
shareholders' equity deficit of about $3 million -- a near-ten-
fold improvement from Dec. 31, 2002.

                               Outlook

"Based on current industry market conditions, we expect our net
sales in the 2003 second quarter to increase in the low single
digit percentage range from the 2003 first quarter levels. We
also expect sequential improvement in our gross margin and net
income as we continue to aggressively pursue our cost reduction
plans," continued Gareeb.

MEMC is the world's largest public company solely devoted to the
supply of wafers to semiconductor device manufacturers. MEMC has
been a pioneer in the design and development of wafer
technologies over the past four decades. With R&D and
manufacturing facilities in the U.S., Europe and Asia, MEMC
enables the next generation of high performance semiconductor
devices.


METROPOLITAN ASSET: Fitch Junks Class B2 Note Rating at CCC
-----------------------------------------------------------
Fitch Ratings has taken rating actions on the following
Metropolitan Asset Funding issue:

                 Series 1999-A

         -- Class A4 affirmed at 'AAA';

         -- Class A5 affirmed at 'AAA';

         -- Class X affirmed at 'AAA';

         -- Class M1 affirmed at 'AA';

         -- Class M2 affirmed at 'A';

         -- Class B1, rated 'BBB', placed on Rating Watch
            Negative;

         -- Class B2 is downgraded to 'CCC' from 'BB'.

The negative rating action taken on class B2 reflects the poor
performance of the underlying collateral in the transaction. The
level of losses incurred have been higher than expected and have
resulted in the depletion of overcollateralization. As of the
April 2003 distribution, series 1999-A has $83,952 or 0.22%, in
OC.


MILLENNIUM CHEMICALS: Red Ink Continues to Flow in First Quarter
----------------------------------------------------------------
Millennium Chemicals (NYSE:MCH) announced a first quarter 2003
EPS loss of $0.80 compared to an EPS loss of $5.30 in the first
quarter of 2002 including the cumulative effect of accounting
changes and unusual items. Excluding the accounting changes and
unusual items, the first quarter 2003 EPS loss was $0.72
compared to an EPS loss of $0.50 in the first quarter of 2002.

Operating income from majority owned businesses was $29 million,
an improvement from $10 million in the first quarter of 2002 and
$26 million in the fourth quarter of 2002. First quarter 2003
sales from those businesses were $415 million compared to $351
million in the first quarter of 2002.

In the first quarter of 2003 Millennium reported a net loss of
$51 million compared to a net loss of $337 million in the first
quarter of 2002. The cumulative effect of the accounting change
for SFAS No. 142, "Goodwill and Intangible Assets," reported in
the first quarter of 2002 due to the write-off of certain of
Millennium's and Equistar's goodwill was $305 million. The
cumulative effect of the accounting change for SFAS No. 143,
"Accounting for Asset Retirement Obligations," reported in the
first quarter of 2003 due to required changes in the method for
recognition of asset retirement obligations was $1 million or.
Millennium's share of Equistar's loss on the sale of assets was
$4 million in the first quarter of 2003. Excluding the
accounting changes and unusual items, the net loss was $46
million in the first quarter of 2003 and $32 million in the
first quarter of 2002. Including the accounting changes and
unusual items, basic and diluted EPS losses in the first quarter
were $0.80, compared to basic and diluted EPS losses of $5.30 in
the comparable period last year.

                          TITANIUM DIOXIDE

The Titanium Dioxide (TiO2) segment reported first quarter
operating income of $21 million, compared to $10 million in the
first quarter last year and $17 million in the fourth quarter of
2002.

In local currencies, average first quarter prices increased 10
percent from the first quarter of 2002 and 2 percent from the
fourth quarter of 2002. In US dollar terms, the worldwide
average first quarter price increased 16 percent from the first
quarter last year and 5 percent from the fourth quarter of 2002.

First quarter 2003 TiO2 sales volume of 145,000 metric tons
represents a decrease of 5 percent from the first quarter of
2002 and an increase of 2 percent from the fourth quarter of
2002. Volume was up sequentially in each of the three months of
the first quarter of 2003.

The first quarter 2003 TiO2 operating rate was 88 percent of
annual nameplate capacity of 690,000 metric tons compared to 81
percent in the first quarter of 2002, and 96 percent in the
fourth quarter of 2002.

                             Outlook

Earnings are expected to improve in the second quarter of 2003
over the first quarter as sales volume should increase
seasonally due to the North American and European coatings
season. Manufacturing costs per metric ton are also expected to
improve with higher operating rates and global TiO2 price
increases should continue to be gradually realized.

                             ACETYLS

The Acetyls segment reported first quarter operating income of
$7 million compared to a loss of $7 million in the first quarter
of 2002 and income of $9 million in the fourth quarter of 2002.

The average US dollar aggregate price for VAM and acetic acid in
the first quarter of 2003 increased 34 percent compared to the
first quarter of 2002 and 10 percent from the fourth quarter of
2002. Margins for the same periods of time have not similarly
increased due to rising natural gas feedstock prices. Aggregate
volumes for VAM and acetic acid in the first quarter of 2003
increased 17 percent from the first quarter of 2002 and
decreased 7 percent from the fourth quarter of 2002.

Natural gas and ethylene prices increased significantly in the
first quarter of 2003 due to cold weather in certain regions of
the US and events in the Middle East. The higher costs helped to
support the previously announced price increases for acetyls
products, but the price increases have not been sufficient to
fully offset rising natural gas prices; accordingly, the
profitability of the Acetyls business segment was adversely
affected in the first quarter of 2003.

                              Outlook

Acetyls profitability in the second quarter of 2003 is expected
to be lower than in the first quarter as anticipated lower
natural gas feedstock costs are offset by the adverse effects of
an extended acetic acid plant shutdown.

                        SPECIALTY CHEMICALS

The Specialty Chemicals segment reported first quarter operating
income of $2 million compared to $4 million in the first quarter
of 2002 and a loss of $(2) million in the fourth quarter of
2002. Sales volume increased 7 percent from the first quarter of
2002 and was up 13 percent from the fourth quarter of 2002.
Average selling prices decreased less than 1 percent compared to
the first quarter of 2002 and increased 8 percent from the
fourth quarter of 2002.

                              Outlook

Earnings in the second quarter of 2003 are expected to be
comparable to the first quarter of 2003.

                              EQUISTAR

Millennium's 29.5 percent stake in Equistar generated a first
quarter post-interest equity loss of $45 million, or $41 million
excluding a loss on sale of assets, compared to $39 million of
equity loss in the first quarter of last year and a $35 million
equity loss in the fourth quarter of 2002.

While ethylene and polymer sales prices averaged approximately
10 cents per pound higher compared to the first quarter of 2002,
the average cost of ethylene production in the first quarter of
2003, as reported by Chemical Marketing Associates Inc., more
than offset those price increases. Equistar's combined ethylene
and derivatives sales volume was essentially flat in the first
quarter of 2003 compared to the first quarter of 2002.

Rapidly escalating natural gas and crude oil prices in the first
quarter of 2003 caused the cost of ethylene to increase
dramatically from the fourth quarter of 2002. CMAI estimates
that in the first quarter of 2003 the cost of ethylene
production increased more than 5 cents per pound from the fourth
quarter of 2002. While Equistar's product sales price increases
in ethylene, polyethylene and ethylene glycol more than equaled
the higher ethylene costs, the timing of the price increases was
such that the average product margin in the first quarter of
2003 was lower than the average fourth quarter 2002 product
margin. Equistar's combined ethylene and ethylene derivatives
sales volume was essentially unchanged versus the fourth quarter
of 2002.

Millennium's share of Equistar's operating loss was $27 million,
before unusual items, on underlying first quarter 2003 sales of
$484 million. Equistar did not distribute any cash to Millennium
in the first quarter, and distributions are not expected until
profit levels improve.

                              Outlook

While raw material and energy costs peaked in late February and
early March, they have since moderated. This, together with
increased prices in Equistar's ethylene chain and co-products,
has improved ethylene chain economics, particularly for
production from crude oil-based raw materials. However, the
combination of increased product prices and global economic and
political uncertainty is negatively impacting Equistar sales
volume early in the second quarter.

                           INCOME TAXES

Income tax benefits associated with Millennium's first quarter
2003 net operating losses have not been recognized. Millennium's
first quarter 2003 income tax provision primarily represents a
provision for income taxes in jurisdictions where profits were
reported in the quarter. Millennium's effective tax rate may
change significantly from quarter to quarter during 2003,
dependent upon its quarterly assessment of deferred tax assets
and its pre-tax operating result. In the first quarter of 2002
income tax benefits associated with losses were recognized.

                     DEBT AND CAPITAL SPENDING

Net Debt (as defined in the Company's credit agreement) at
March 31, 2003 totaled $1.132 billion compared to $1.103 billion
at December 31, 2002. John E. Lushefski, Senior Vice President
and Chief Financial Officer, said, "Millennium recently
renegotiated its bank covenants and sold $100 million of senior
unsecured notes due 2008 priced at a premium to yield 7.13%. Net
proceeds of approximately $107 million were used to repay
outstanding borrowings under the revolving credit facility and
for general corporate purposes, increasing our liquidity and
financial flexibility."

Net interest expense was $22 million in the first quarter of
2003, an increase of $1 million over the first quarter of 2002
and flat with the fourth quarter of 2002. Capital spending was
$8 million during the quarter and spending is expected to be
about $60 million in 2003.

                           DIVIDENDS

Millennium expects to declare a quarterly dividend on its common
stock of $0.135 per share. The dividend would be payable on June
30, 2003 to shareholders of record on June 11, 2003. The ex-
dividend date would be June 9, 2003.

The indenture governing Millennium's 9.25% Senior Notes contains
a covenant that would prohibit the ability to pay dividends on
its common stock, repurchase stock, and make other types of
restricted payments if such restricted payments would exceed a
defined restricted payments basket. The basket is reduced by the
amount of each such restricted payment. It is increased by 50
percent of the Company's cumulative net income since June 30,
2001, excluding its equity in the earnings or loss of Equistar;
by 50 percent of its cash distributions from Equistar; and by
100 percent of the net cash proceeds from the sale by the
Company of its Common Stock. It is decreased by 100 percent of
the Company's cumulative net loss since June 30, 2001, excluding
its equity in the earnings or loss of Equistar. Upon the filing
of the Company's first quarter of 2003 Form 10-Q, the amount of
the restricted payments basket is expected to be $39 million,
before considering the dividend expected to be declared later in
the second quarter of 2003. The level of the "restricted
payments basket" and therefore Millennium's ability to pay
future dividends is dependent upon future earnings and/or its
distributions from Equistar.

                INDEPENDENT REVIEW CONDUCTED

William M. Landuyt, said, "Recently we conducted an outside
independent review of Millennium's business plan, strategic
options and competitive position. The findings of this review
confirm the attractiveness of our larger businesses. They also
affirm the importance of continuous improvement in our cost
structure while delivering improved value to our customers. We
have made great strides in improving our cost position, and our
focus on operational excellence must and will remain our top
priority in order to realize further improvement in global
manufacturing productivity, business process efficiency, our
organization and our cost structure. We are currently
undertaking a fresh and independent review of our organizational
structure to ensure alignment around these priorities. Our
resources will continue to be focused primarily on efforts to
increase efficiency and improve profitability."

Millennium Chemicals -- http://www.millenniumchem.com-- is a
major international chemicals company, with leading market
positions in a broad range of commodity, industrial, performance
and specialty chemicals.

Millennium Chemicals is:

-- The second-largest producer of TiO2 in the world, the largest
    merchant seller of titanium tetrachloride and a major
    producer of zirconia, silica gel and cadmium/based pigments;

-- The second-largest producer of acetic acid and vinyl acetate
    monomer in North America;

-- A leading producer of terpene-based fragrance and flavor
    chemicals; and,

-- Through its 29.5% interest in Equistar Chemicals, LP, a
    partner in the second-largest producer of ethylene and third-
    largest producer of polyethylene in North America, and a
    leading producer of performance polymers, oxygenated
    chemicals, aromatics and specialty petrochemicals.

                          *     *     *

As reported in Troubled Company Reporter's March 11, 2003
edition, Standard & Poor's Ratings Services lowered its
corporate credit rating on Millennium Chemicals Inc., to non-
investment-grade 'BB+' from 'BBB-', citing the company's subpar
financial profile, and the persistent operating pressures that
continue to limit prospects for improvement to the financial
profile this year. The current outlook is negative.

"The downgrade reflects renewed concerns that substantially
higher raw material costs and lingering economic uncertainties
are likely to limit Millennium's ability to generate the free
cash flow necessary to substantially improve the company's
financial profile," said Standard & Poor's credit analyst Kyle
Loughlin. The financial profile has been stretched by adverse
business conditions during the past couple of years, which has
forestalled Millennium's efforts to reduce its sizeable debt
burden.  Standard & Poor's said that it also recognizes that
adverse business conditions in the petrochemical industry,
including recent escalation in raw materials costs, are likely
to limit cash distributions from 29.5%-owned Equistar Chemicals
LP this year.


NAT'L CENTURY: UST Balks at Bank One's Appointment to Subpanel
--------------------------------------------------------------
According to the U.S. Trustee for Region 9, the Bankruptcy Code
does not provide authority for the Court to revise the U.S.
Trustee's decision.

In a January 2003 letter, Bank One's counsel asked the U.S.
Trustee to appoint his client to the official subcommittee.
Dean Wyman, Senior Trial Attorney at the Office of the U.S.
Trustee, in Cleveland, Ohio, relates that the U.S. Trustee
declined to appoint Bank One to the Subcommittee.

The statutory authority for the U.S. Trustee to appoint
committees is found in Section 1102 of the Bankruptcy Code.  Mr.
Wyman emphasizes that the plain language of Section 1102(a)
provides that it is the U.S. Trustee who appoints additional
committees of creditors.  Section 1102(a) expressly commits
appointments to the U.S. Trustee's discretion, noting that
appointments will be as "the U.S. Trustee deems appropriate.".
Thus, Mr. Wyman asserts that the Court should deny Bank One's
request because it lacks authority to reverse the U.S. Trustee's
decision.

Moreover, the members of the NPF XII Subcommittee are precisely
those creditors that Bank One seeks to represent.  Mr. Wyman
points out that the Subcommittee has an active voice in these
cases.  Bank One has not articulated any divergence between its
interests as Indenture Trustee and the members of the existing
Subcommittee, or its operations.  Therefore, Bank One has not
shown that the existing Subcommittee is not representative of
its interests.

Thus, the U.S. Trustee maintains that Bank One's motion should
be denied. (National Century Bankruptcy News, Issue No. 14;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


NATIONSRENT INC: Court Approves Debis Financing Agreement
---------------------------------------------------------
NationsRent Inc., and its debtor-affiliates obtained permission
from the Court to enter into a Master Inventory Financing,
Security and Settlement Agreement to settle certain disputes
with respect to their prepetition equipment agreements with
Debis Financial Services Inc.  The Master Agreement provides for
the termination of the Prepetition Agreements and the Debtors'
purchase of certain inventory at a reasonable price and on
reasonable terms.

To recall, in June 2001, the Debtors commenced an adversary
proceeding seeking to recharacterize the Prepetition Agreements.
As part of their Equipment Lease Review Program, the Debtors
have determined that the Prepetition Agreements, although
denominated as leases, are actually secured financing
arrangements.

The Debtors and Debis Financial are parties to prepetition lease
arrangements that the Debtors utilize to procure equipment for
their rental fleet.  Debis Financial is the prepetition assignee
of schedules 25, 26, 27, 29, 30, 51, 52, 58, 59 and B-1 to the
Amendment and Restatement of Equipment Lease Agreement dated
February 25, 1999 between the Debtors and LaSalle National
Leasing Corporation.

The Master Agreement provides that:

A. Sale of Inventory and Terms of Sale

     Debis Financial will sell to the Debtors all their equipment
     under schedules DEB1 through DEB10 to the Master Agreement.
     The Debtors will finance the purchase of the Inventory by
     borrowing $6,854,435 from Debis Financial.

B. Loans

     Debis Financial will loan these amounts:

     Inventory Description     Maturity Date           Loan
     ---------------------     -------------           ----
        Schedule DEB1         January 2, 2004       $173,109
        Schedule DEB2         January 2, 2004        486,616
        Schedule DEB3            July 1, 2003      1,804,251
        Schedule DEB4           April 1, 2004        253,726
        Schedule DEB5            July 1, 2004        608,706
        Schedule DEB6         October 1, 2004        572,489
        Schedule DEB7           April 1, 2005        350,676
        Schedule DEB8            July 1, 2004      1,095,397
        Schedule DEB9         October 1, 2005        947,704
        Schedule DEB10        January 2, 2005        561,761

            Total:                                $6,854,435

     For each loan, the Debtors will issue to Debis Financial a
     promissory note.  Beginning on January 2, 2003, the unpaid
     principal amount of each Loan began to accrue interest at 7%
     per annum.  The Debtors will pay the interest quarterly in
     arrears beginning on April 1, 2003 and on the first business
     day of each quarter thereafter.

C. Security Interest in Purchased Inventory

     To secure the Debtors' outstanding obligations under the
     Master Agreement and with respect to the Loans, Debis
     Financial will be granted a purchase money security interest
     in the Inventory.

     The parties further agree to modify the automatic stay to
     permit Debis Financial to:

     -- file necessary or appropriate documents to perfect their
        security interests and liens granted with respect to the
        Master Agreement; and

     -- on the occurrence of an Event of Default:

        (a) terminate the Master Agreement, each Note and any
            other documents, agreements or instruments executed
            or delivered in connection with the Loans;

        (b) declare the Debtors' outstanding obligations under
            the Master Agreement and the Notes immediately due
            and payable;

        (c) exercise the rights of a secured party under the
            Uniform Commercial Code to take possession and
            dispose of the collateral under the Master Agreement
            and the Loans; and

        (d) exercise any other rights or remedies permitted to
            Debis Financial under applicable law.

     An Event of Default occurs when:

        (i) within 10 days after becoming due and owing, the
            Debtors fail to pay:

            (1) the principal or interest with respect to the
                Notes;

            (2) any mandatory prepayments of outstanding
                obligations with respect to any of the Notes; or

            (3) any excess proceeds with respect to any Inventory
                item;

       (ii) any statement, warranty or representation of the
            Debtors in connection with or contained in the
            financing agreement and related other related
            transactions, or any financial statements furnished
            to Debis Financial by or on the Debtors' behalf, is
            false or misleading in any material respect;

      (iii) the Debtors breach any material covenant, term,
            condition or agreement stated in the financing
            agreement or other related transaction and that
            breach remains unremedied within 30 days after the
            Debtors receive a written notice from Debis
            Financial;

       (iv) the Debtors cease to do business, sell all its
            assets, dissolve, merge or liquidate, except as
            provided in the a reorganization plan;

        (v) any attachments, execution, levy, forfeiture, tax
            lien or similar writ or process -- to the extent the
            same does not constitute a Permitted Lien -- is
            issued against the Collateral and is not removed
            within 30 calendar days after filing, unless an
            adverse action is being contested in good faith and
            does not present a material risk to Debis Financial's
            interest in the Collateral;

       (vi) the lenders under the Fifth Amended and Restated
            Revolving Credit and Term Loan Agreement dated
            August 2, 2000, as amended, declare the Debtors in
            default and have accelerated the indebtedness due or
            there is a material payment default under the Credit
            Agreement or any successor or replacement agreement;

      (vii) except in connection with these Chapter 11 cases, the
            Debtors:

            * make an assignment for the benefit of their
              creditors;

            * admit in writing their inability to pay or
              generally fail to pay their debts as they mature or
              become due;

            * petition or apply for the appointment of a trustee
              or other custodian, liquidator, receiver or
              receiver and manager of any of the Debtors or
              substantially part of the Debtors' assets; or

            * commence any case or other proceeding under any
              bankruptcy, reorganization, arrangement,
              insolvency, readjustment of debt, dissolution, or
              liquidation law; or

     (viii) a petition or application for a trustee or custodian
            of the Debtors or their assets is filed or any
            reorganization or insolvency proceeding is commenced
            and the Debtors indicate their approval or the
            petition or application is not dismissed within 90
            days after the filing.

D. Termination of the Prepetition Agreements

     The parties agree to terminate the Prepetition Agreements.
     Debis Financial will be allowed unsecured non-priority
     claims for the deficiency claims and other general unsecured
     claims arising with respect to the Prepetition Agreements.
     The Claims will be determined after giving the Debtors a
     credit for the aggregate original principal amount of the
     Loans. Debis Financial will have no further claims against
     the Debtors with respect to the Prepetition Agreements.

E. Mutual Release and Dismissal of Litigation

     Both parties will fully release the other from any and all
     claims and liabilities arising under the prepetition
     agreements. (NationsRent Bankruptcy News, Issue No. 30;
     Bankruptcy Creditors' Service, Inc., 609/392-0900)


OLYMPIC PIPE LINE: Committee Brings-In Preston Gates as Counsel
---------------------------------------------------------------
The Official Unsecured Creditors Committee of the Chapter 11
case of Olympic Pipe Line Company, asks for authority from the
U.S. Bankruptcy Court for the Western District of Washington to
employ the firm of Preston Gates & Ellis LLP as its counsel.
The Committee assures the Court that Preston Gates is well
qualified to represent it because the firm has considerable
experience in matters of this character.

The Committee expects Preston Gates to:

      a. assist the Committee in the investigation of the
         financial affairs of the Debtor;

      b. assist the Committee in the negotiation, formulation and
         confirmation of a Chapter 11 plan;

      c. prepare all necessary pleadings in these proceedings;
         and

      d. perform all other legal services for the Committee which
         may be necessary.

The professionals who are likely to render the majority of legal
services to the Committee are:

           Professional               Billing Rate
           ------------               ------------
           Kimberly W. Osenbaugh      $350 per hour
           Mark Charles Paben         $330 per hour
           Charles E. Shigley         $220 per hour
           David Neu                  $135 per hour
           Jeanne S. Martin           $150 per hour

Olympic Pipe Line Company, owns and operates a pipeline system
transporting finished Petroleum products.  The Company filed for
chapter 11 protection on March 27, 2003 (Bankr. W.D. Wash. Case
No. 03-14059).  Edwin K. Sato, Esq., and Thomas N. Bucknell,
Esq., at Bucknell Stehlik Sato & Stubner, LLP represent the
Debtors in their restructuring efforts.  When the Company filed
for protection from its creditors, it listed $105,961,773 in
total assets and $401,856,113 in total debts.


OWENS CORNING: Wants More Time to Make Lease-Related Decisions
--------------------------------------------------------------
Norman Pernick, Esq., at Saul Ewing LLP, in Wilmington,
Delaware, informs the Court that as of April 14, 2003, Owens
Corning and its debtor-affiliates are lessees under hundreds of
unexpired non-residential real property leases.  Most of these
Unexpired Leases are for space used by the Debtors for
conducting the production, warehousing, distribution, sales,
sourcing, accounting and general administrative functions that
comprise the Debtors' businesses, and are important assets of
the Debtors' estates.  The Unexpired Leases thus are critical to
the Debtors' continued operations as they seek to reorganize.

By this motion, the Debtors ask the Court for an order under
Section 365(d)(4) of the Bankruptcy Code extending for six
additional months the time within which they must move to assume
or reject their unexpired leases.  Specifically, the Debtors
want their lease decision deadline moved to December 4, 2003.
Each lessor under an Unexpired Lease may ask the Court, after
appropriate notice and motion, to shorten the Extension Period
and specify a period of time in which the Debtors must determine
whether to assume or reject an Unexpired Lease.

Given the size and complexity of the Debtors' portfolio of
Unexpired Leases, the Debtors should not at this time be
compelled to assume substantial long-term liabilities under the
Unexpired Leases or forfeit benefits associated with some
leases, to the detriment of their ability to preserve the going
concern value of their business for the benefit of their
creditors and other parties-in-interest.

According to Mr. Pernick, lease decisions are an integral part
of the reorganization process and should be dealt with globally
through the plan confirmation process.  As the Court is aware,
the Debtors have prepared and filed a plan of reorganization and
disclosure statement.  Among other things, the plan addresses
the assumption or rejection of the Unexpired Leases.  Addressing
assumption/rejection decisions now, prior to plan confirmation,
would compel the Debtors to make premature decisions as to their
leases, and would cause the Debtors to run the risks, regarding
the assumption of substantial long-term liabilities or the
forfeiture of favorable leases.

Mr. Pernick is concerned that requiring the Debtors to assume or
reject the Unexpired Leases at this point in their cases may
foreclose the Debtors or other parties from pursuing plan
modifications or alternative plan structures that rely on
different dispositions of some or all of the Unexpired Leases
than is presently contemplated.  The Debtors submit that a
result like this would be inconsistent with the creditors'
interests and inappropriate under the circumstances of these
cases. (Owens Corning Bankruptcy News, Issue No. 50; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


PACIFIC GAS: Lambastes ORA's Review of Hedging Rates Policy
-----------------------------------------------------------
Pacific Gas and Electric Company issued the following statement
after the Office of Ratepayer Advocates issued a report on the
utility's energy purchase hedging policy in the year 2000:

"It is the height of hypocrisy for the Office of Ratepayer
Advocates to criticize PG&E for not pursuing greater hedging
when the ORA initially opposed the company's ability to hedge at
all.  Furthermore, as with the case of long-term power
contracts, the California Public Utilities Commission itself, on
numerous occasions, failed to provide clear guidelines regarding
hedging the cost of electricity prices.

"PG&E's actions were more than justified and saved customers
approximately $600 million, despite opposition by the ORA.

"Unfortunately, this report is another example of the type of
years-later, second-guessing that created tremendous regulatory
uncertainty in California, and harmed the CPUC's reputation
during and after the energy crisis.  ORA's report is exactly the
type of behavior the financial community and Legislature has
specifically told the CPUC to cease if it wants to restore the
utilities to investment-grade credit status.

"PG&E will fully rebut the ORA's charges and demonstrate that
its actions protected customers.  The utility believes the CPUC
should reject ORA's report and keep its commitment to provide
California with predictable and stable regulatory policies."


PACIFIC GAS: Inks $1.69-Billion Contract with El Paso Corp.
-----------------------------------------------------------
Pacific Gas and Electric Company, along with other settling
parties, has entered into a memorandum of understanding with El
Paso Corporation to settle claims against El Paso relating to
the sale or delivery of natural gas and electricity to or in the
Western United States since September 1996, including those
claims that El Paso took actions that resulted in artificially
inflated gas prices during the California energy crisis of 2000
and 2001.  Under the terms of the MOU dated March 21, 2003, the
parties plan to proceed to document and execute a final
comprehensive settlement agreement.  Final approval by each
party will be conditioned on execution of the final
comprehensive agreement and on receiving all necessary approvals
from the CPUC, the Federal Energy Regulatory Commission, and
various courts. PG&E will present the MOU before the Bankruptcy
Court.

The MOU has a $1,690,000,000 nominal value.

The settling parties include the California Attorney General,
the California Public Utilities Commission, the California
Department of Water Resources, Southern California Edison and a
number of other parties.

As consideration for the release of claims against it, among
other terms of the proposed settlement, El Paso has agreed to:

   (a) pay $100,000,000 in cash upon execution of the final
       settlement agreement and issue $125,000,000 in stock no
       later than the effective date of the settlement;

   (b) make additional cash payments of $440,000,000, or
       $22,000,000 each year for 20 years, starting one year
       after the final settlement agreement is executed.  El Paso
       has the option of making up to 50% of any such payment in
       stock; and

   (c) deliver natural gas valued at $45,000,000 per year to the
       California border over the next 20 years, beginning in
       January 2004.

The periods for both the cash payment and gas deliveries will be
shortened to 15 years if El Paso obtains an investment grade
credit rating by both Standard & Poor's and Moody's Investors
Service and maintains it for a period of at least six months.

El Paso will also reduce the cost of its long-term contract with
the DWR by $125,000,000 over the remaining contract term.  El
Paso also commits to make key structural reforms in the
operation of its pipeline.  These reforms include an agreement
by El Paso to make available to its California delivery points
3,290 million cubic feet per day of firm primary pipeline
capacity for the next five years.  During the same period, El
Paso generally cannot contract with any of its affiliates,
including El Paso Merchant Energy, to provide them capacity on
the pipeline system to California.

In a regulatory filing dated April 2, 2003, PG&E Senior Vice
President and Controller, Christopher P. Johns informs the
Securities and Exchange Commission that it is uncertain whether
a final executed agreement will be reached, whether required
approvals will be obtained, and how the final agreement would
affect PG&E and its parent company's financial condition and
results of operations. (Pacific Gas Bankruptcy News, Issue No.
56; Bankruptcy Creditors' Service, Inc., 609/392-0900)


PCNET: Gets Conditional Financing Commitment to Pay CCAA Dues
-------------------------------------------------------------
PCNET International Inc. (TSE-V: PCT) obtained a conditional
commitment letter to provide the financing required to meet its
payment obligation under the Plan of Arrangement and Compromise.
On a related note, PCNET did not make the payment as required
under its plan on April 25, 2003, however, the company did share
the commitment letter with key creditors on that date.

The Company is currently preparing to apply for an Order to
extend the date for making the payments under its Plan of
Arrangement.

PCNET International Inc. (TSE-V: PCT) is a leading Internet
Access Provider with its head office in Victoria British
Columbia.  Since its inception in 1995, PCNET has grown to be
one of Western Canada's largest ISPs.  PCNET provides a full
range of retail and wholesale Internet services including dial-
up and high speed Internet access, website hosting, server co-
location and computer hardware sales.


PEREGRINE SYSTEMS: Board Elects Peter van Cuylenburg as Chairman
----------------------------------------------------------------
Peregrine Systems, Inc. (OTC: PRGNQ), a global provider of
consolidated service and asset management software, announced
that its board of directors has elected Dr. Peter van
Cuylenburg, a long-time technology industry leader, as chairman
of the board.  Dr. van Cuylenburg was named to the board as an
independent director earlier this year when Peregrine created
its new, five-member board.

"We are delighted to have a technology leader of Peter's stature
and experience to serve as Peregrine's chairman," said Gary
Greenfield, Peregrine's CEO. "He brings an extraordinary depth
of knowledge, as well as long experience in governance in the
technology industry. His leadership will enhance Peregrine's
future as an enterprise software leader."

Peter van Cuylenburg has extensive senior and executive
management experience in technology in a career spanning more
than 25 years. Currently a venture partner with Pond Venture
Partners, he formerly served as president and COO of Intertrust
Technologies Corp. and then as adviser to the company's
chairman. Prior to that, he served as president of Quantum
Corp.'s DLTtape and Storage Systems Group; executive vice
president of operations for Xerox Corp.; and president and COO
of Next Computer, Inc. Earlier, he served as CEO of Mercury
Communications and a main board director for its parent company,
Cable & Wireless in the United Kingdom. Dr. van Cuylenburg began
his career at Texas Instruments, and is now non-executive
chairman of four start-up companies: Transitive Technologies,
SealedMedia Ltd, Elixent Ltd. and Anadigm Ltd. He also serves on
the boards of two public companies, QAD Inc. and JNI Corp.

In addition, Peregrine also announced appointments of board
committee chairmen. Thomas Weatherford will serve as chairman of
the Audit Committee, while the Governance Committee is chaired
by Richard Koppes. John Mutch was named chairman of the
Compensation Committee.

Peregrine had proposed creating the new board in its plan of
reorganization submitted to the U.S. Bankruptcy Court in
Delaware. The new board was subsequently created in March 2003.
Members include the four outside directors and Greenfield.

Founded in 1981, Peregrine Systems develops and sells
application software to help large global organizations manage
and protect their technology resources. With a heritage of
innovation and market leadership in Consolidated Asset and
Service Management software, the company's flagship offerings
include ServiceCenter(R) and AssetCenter(R), complemented by
Employee Self Service, automation and integration. Headquartered
in San Diego, Calif., Peregrine's solutions facilitate the
automation of business processes, resulting in increased
productivity, reduced costs and accelerated return on investment
for its more than 3,500 customers worldwide.


PLAYTEX PRODUCTS: Q1 Results Show Slight Decline in Earnings
------------------------------------------------------------
Playtex Products, Inc. (NYSE: PYX), reported results for the
first quarter 2003. In the first quarter, the Company earned
$11.4 million. For the comparable period, first quarter 2002
earnings were $16.1 million. Net sales were $180.9 million in
the first quarter of 2003 compared with prior year results of
$196.8 million.

"The first quarter results reflect the impact of extensive
competitive spending in the tampon category behind the launch of
a new entry in the plastic applicator segment and our longer
term defensive efforts. While our tampon consumption lagged year
ago, shipments were further impacted, as retailers were able to
maintain sufficient inventories given the frequency and level of
promotional activity by us and others. It was our plan to keep
our consumers loaded-up and the trade pipeline filled with
promotional offerings during the competitive launch. Infant Care
net sales were below year ago for the quarter largely due to the
timing of promotions and new product pipeline shipments along
with lower sales of the baby wipes business. Infant Care
consumption trends remain stable and we are encouraged by the
early trends we are seeing behind our new products. Sun Care net
sales were higher than prior year due to an effective pre-season
sell-in and the positive impact resulting from our on-going
initiative to improve Sun Care returns. The early consumer
reaction to our new Suntanicals and Baby Magic products has been
very positive," stated CEO, Michael R. Gallagher.

Mr. Gallagher continued, "We expect there may continue to be
some disparity between shipment and consumption trends in
Feminine Care into the next quarter. Additionally, we have
significantly increased advertising spending in the first half
of the year in order to support our new product launches as well
as defend and build our plastic tampon franchise. Naturally,
this impacts our operating results in the first half. Our goal
continues to be to successfully defend our tampon franchise to
preserve and enhance its long-term leadership position. Feminine
Care product improvements began shipping in the first quarter
and consumers are beginning to see the new product on shelf.
Advertising of the product improvements has recently started. We
believe that as we work through the year we will see favorable
consumption trends which will in turn result in improved
shipments."

As a result of the anticipated shipment levels for the first
half year, the Company has updated its 2003 guidance. The
Company expects low single digit top line growth and earnings
per diluted share of $0.80-$0.85 for the full year. The Company
expects the earnings results between quarters to vary versus
2002, as a result of the significant level of investment
spending to support tampons and the support behind Playtex Heat
Therapy and Woolite Oxy Deep in the first half of the year. For
the second quarter 2003, earnings per diluted share are expected
to be $0.22-$0.25 reflecting flat to low single digit top line
growth, higher media and promotional spending and lower interest
expense. The second half of 2003 is expected to reflect
favorable net sales comparisons, lower interest expense and a
return to more normalized support spending in the fourth
quarter.

The Company's financial results for the prior year quarter were
impacted by accounting changes for intangibles, a favorable tax
ruling, and a plant closing. Please refer to the attached
Consolidated Statement of Earnings for a full reconciliation of
reported and as adjusted results.

Playtex Products, Inc. is a leading manufacturer and distributor
of a diversified portfolio of personal care and consumer
products, including Playtex infant feeding products, Wet Ones,
Baby Magic, Diaper Genie, Mr. Bubble, Playtex tampons, Banana
Boat, Woolite rug and upholstery cleaning products, Playtex
gloves, Binaca and Ogilvie.

As reported in Troubled Company Reporter's November 15, 2002
edition, Standard & Poor's placed its 'BB-' long-term corporate
credit and senior secured bank loan ratings, as well as its 'B'
subordinated debt rating for personal care company Playtex
Products Inc., on CreditWatch with developing implications.
Developing implications means that the ratings could be raised,
lowered, or affirmed, depending on the outcome of Standard &
Poor's review.

"The CreditWatch listing follows Westport, Connecticut-based
Playtex's decision to explore strategic alternatives to maximize
long-term shareholder value, including the possible sale of the
entire company," said Standard & Poor's credit analyst Lori
Harris.


POLAROID CORP: Court Okays Traxi LLC as Examiner's Fin'l Advisor
----------------------------------------------------------------
Polaroid Corporation's appointed Examiner Perry M. Mandarino,
CPA, obtained permission from the Court to retain Traxi LLC as
his financial advisors, nunc pro tunc to February 24, 2003.

As financial advisors, Traxi will work closely with Mr.
Mandarino by:

     (a) investigating whether the accounting methods, accounting
         practices and the alleged accounting irregularities
         materially undervalued the Debtors' assets and resulted
         in an inappropriate liquidation of the Debtors' assets;

     (b) reviewing financial information prepared by the Debtors,
         the Official Committee of Unsecured Creditors, the
         secured lenders of the Debtors and other parties-in-
         interest;

     (c) reviewing of the Debtors' periodic operating and cash
         flow statement;

     (d) participating in discovery requests as required;

     (e) assisting in preparation of the Examiner's report;

     (f) to the extent necessary, providing expert testimony; and

     (g) providing other advisory services related to the
         Examiner's fulfillment of his duties.

Traxi will charge for the services rendered on an hourly basis
based on these standard rates:

     Partners                   $400 - 550
     Managers and Directors      275 - 400
     Associates and Analysts     125 - 275
(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, DebtTraders says. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=PRDC06USR1
for real-time bond pricing.


SPECTRULITE: Committee Brings-In Copeland Thompson as Attorneys
---------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in
Spectrulite Consortium, Inc.'s on-going chapter 11 case, sought
and obtained approval from the U.S. Bankruptcy Court for the
Southern District of Illinois to employ Robert E. Eggmann, Esq.,
and the Law Firm of Copeland Thompson Farris PC., as its
counsel.

The professional services that Copeland Thompson are to render
include:

      a. providing the Committee with legal advice with respect
         to its powers and duties as the Unsecured Creditors'
         Committee in this proceeding;

      b. preparing on behalf of the Committee necessary
         applications, notices, orders, adversary proceedings and
         other legal papers; and

      c. assisting the Committee in the negotiation and/or
         formulation and approval of a Plan of Liquidation.

The Firm's hourly rates range from:

           attorneys                $155 to $225 per hour
           legal assistants         $ 85 per hour

Mr. Eggmann's current hourly rate is $200 per hour.

Spectrulite Consortium, Inc., a major supplier of aluminum and
magnesium products including sheet, plate, bar, rod and
extrusions, filed for chapter 11 protection on January 29, 2003
(Bankr. S.D. Ill. Case No. 03-30329).  David A. Warfield, Esq.,
at Husch & Eppenberger, LLC, represents the Debtor in its
restructuring efforts.  When the Company filed for protection
from its creditors, it listed debts and assets of over $10
million each.


SPIEGEL GROUP: Intends to Close 60 Eddie Bauer Stores
-----------------------------------------------------
The Spiegel Group (Spiegel, Inc.) plans to close 60
under-performing Eddie Bauer stores as an integral part of a
multi-phase reorganization process. These stores will remain
open for business pending approval of the store-closing plan by
the Bankruptcy Court and thereafter, on a store-by-store basis,
until the related store-closing inventory sales are completed.
Spiegel, Inc. expects to file a motion with the Bankruptcy Court
today seeking approval of the store-closing plan.

Closing these under-performing stores is expected to improve
Eddie Bauer's financial results in fiscal 2003 and going
forward. The company will assess inventory writedowns, if any,
associated with these store closings on a going forward basis.

Bill Kosturos, interim chief executive officer and chief
restructuring officer of The Spiegel Group said, "The decision
to close stores is never easy, yet we are confident that this
move will result in a healthier, more productive store base for
Eddie Bauer as we eliminate the least productive stores and
concentrate our efforts on boosting store productivity."

Fabian Mansson, president and chief executive officer of Eddie
Bauer stated, "We are taking tough, but necessary steps to
position Eddie Bauer for future success. Our refined base of
Eddie Bauer stores will operate as usual as we continue to
deliver outstanding customer service and provide a compelling
merchandise offer that reflects Eddie Bauer's heritage of
quality, innovative, outdoor-inspired products. As always, we
appreciate the continuing support of our loyal customers and
dedicated associates as we work to strengthen our business."

Eddie Bauer currently operates 529 stores in the United States
and Canada, including 382 apparel stores, 45 home stores and 102
outlet stores. The stores targeted for closure include 51
apparel stores, eight home stores and one outlet store, which
are located throughout the United States. A list of stores
included in the store-closing plan is attached.

The company also is seeking Court approval to extend the time
allowed to reject executory contracts. The company expects to
continue to evaluate the financial performance of Eddie Bauer
stores and make decisions going forward regarding the
possibility of additional store closures.

The Spiegel Group is a leading international specialty retailer
marketing fashionable apparel and home furnishings to customers
through catalogs, more than 550 specialty retail and outlet
stores, and e-commerce sites, including eddiebauer.com, newport-
news.com and spiegel.com. The Spiegel Group's businesses include
Eddie Bauer, Newport News and Spiegel Catalog. Investor
relations information is available on The Spiegel Group Web site
at http://www.thespiegelgroup.com


SPIEGEL INC: Court Clears J. Frank's Engagement as PR Consultant
----------------------------------------------------------------
The Spiegel Inc., and its debtor-affiliates obtained permission
from the Court to employ J. Frank Associates, LLC as corporate
communications consultants.

J. Frank is expected to:

   a. implement a public relations plan for the Debtors;

   b. assist the Debtors' corporate communications employees in
      effectively and adequately communicating with the Debtors'
      various constituencies;

   c. draft and edit letters, Q&As, talking points, scripts, news
      releases and other such materials, as appropriate; and

   d. arrange and coordinate publication of notices in these
      cases in the appropriate newspapers.

In return for the services, the Debtors have agreed to
compensate J. Frank using the firm's standard hourly billing
rates, as adjusted upward from time to time, and to reimburse J.
Frank for its expenses.  J. Frank's current standard hourly
billing rates are:

            Partner                $495 - 590
            Director                260 - 425
            Account Executive       150 - 225

These rates are comparable to the rates charged by other public
relations firms that are comparable in size and level of
experience to J. Frank.  Although other employees with J. Frank
will handle matters from time to time in these cases, the
current hourly rates for the employees anticipated to have
continuous and substantial involvement in these cases are:

            Andrew Brimmer         $495
            Laura Smith            $280
(Spiegel Bankruptcy News, Issue No. 4; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


SPIEGEL GROUP: Inks New Credit Card Pact with Alliance Data
-----------------------------------------------------------
The Spiegel Group and Alliance Data Systems Corp. (NYSE: ADS)
have reached an agreement for Alliance Data Systems to establish
a new private-label credit card program for The Spiegel Group's
merchant divisions -- Eddie Bauer, Spiegel Catalog and Newport
News. Spiegel, Inc., will file a motion with the Bankruptcy
Court today seeking approval of the agreement. The agreement
will not be effective until the Bankruptcy Court grants
approval.

Alliance Data Systems is a leading provider of transaction
services, marketing services and credit services. Under the
proposed agreement, Alliance Data would implement a new private-
label credit card program for The Spiegel Group, which would
include establishing credit criteria for account acquisition,
issuing and activating new cards, extending credit to new
cardholders, authorizing purchases made with the new cards,
customer care and billing and remittance services.

The new Alliance Data credit card program for The Spiegel Group
would be separate from and have no relation to The Spiegel
Group's existing or prior credit card programs, and there would
be no transfer of existing receivables. Under terms of the
agreement, Alliance Data would apply credit standards and
underwriting policies for the new Spiegel Group credit card
program that are consistent with Alliance Data's other retail
client credit card programs.

James M. Brewster, senior vice president and chief financial
officer of The Spiegel Group said, "Offering this new private-
label credit program to our customers is an important service.
We chose Alliance Data Systems because of its retail experience,
systems capabilities, and dedication to customer service. We
look forward to working with Alliance Data Systems to enhance
our customers' experience and build customer loyalty."

Assuming Bankruptcy Court approval, The Spiegel Group and
Alliance Data Systems expect to begin offering credit to Eddie
Bauer, Spiegel and Newport News customers in early May followed
by a series of targeted credit marketing programs in late May.

Based in Dallas, Alliance Data Systems (NYSE: ADS) is a leading
provider of transaction services, credit services and marketing
services. The company assists retail, petroleum, utility and
financial services clients in managing the critical interactions
between them and their customers. Alliance Data manages over 72
million consumer relationships for some of North America's most
recognizable companies and operates and markets the largest
coalition loyalty program in Canada. Alliance Data Systems
employs approximately 6,500 associates at more than 20 locations
in the United States, Canada and New Zealand. For more
information about the company, visit its Web site,
http://www.alliancedatasystems.com

The Spiegel Group is a leading international specialty retailer
marketing fashionable apparel and home furnishings to customers
through catalogs, more than 550 specialty retail and outlet
stores, and e-commerce sites, including eddiebauer.com, newport-
news.com and spiegel.com. The Spiegel Group's businesses include
Eddie Bauer, Newport News and Spiegel Catalog. Investor
relations information is available on The Spiegel Group Web site
at http://www.thespiegelgroup.com


STILLWATER MINING: First Quarter 2003 Net Loss Tops $1.8 Million
----------------------------------------------------------------
Stillwater Mining Company (NYSE: SWC) reported a net loss of
$1.8 million for the first quarter of 2003 on revenue of $62.6
million compared to net income of $16.6 million on revenue of
$76.0 million for the first quarter of 2002. The 2003 first
quarter loss is a result of lower revenues due to lower PGM
metal prices, lower production levels and higher consolidated
operating costs reflecting increased production from the East
Boulder Mine and adjustments to bring operations in line with
the lower prices. First quarter 2002 results were favorably
impacted by a $6.3 million credit (after-tax $4.8 million),
resulting from a reduction in the restructuring charge the
Company accrued in 2001.

Realized prices per ounce for the first quarter 2003 were $363
for palladium, and $580 for platinum, compared to $455 and $493,
respectively, in the first quarter of 2002. The Company's
combined average realized price per ounce sold for the first
quarter of 2003 was $411 exceeding the combined average market
price of $341 by $70 per ounce as a result of the Company's
long-term sales contracts.

During the first quarter of 2003, the Company met all of its
production, development and cost targets under its revised
operating plan, which was implemented in the first quarter of
2003. This plan was implemented to focus on longer term reduced
operating and capital costs. The Stillwater Mine has changed
from a production-driven to a cost-driven emphasis. Following an
adjustment period in the first half of 2003, the mining rate at
the Stillwater Mine is expected to be 2,250 tons of ore per day.
The mine has begun to focus on production from the offshaft
higher-grade areas of the mine and de-emphasize production from
the upper west area. The production capacity of the East Boulder
Mine is being increased to better realize the economic cost
benefits of its design capacity. The East Boulder Mine is
expected to increase its mining rate to 1,250 tons of ore per
day.

The 2003 first quarter results have been impacted as expected by
the transition to the new operating plan. PGM production totaled
146,000 ounces of palladium and platinum, compared to 166,000
ounces in the first quarter of 2002. Consolidated total
production costs per ounce increased to $350 from $324 in the
first quarter of 2002. The higher overall costs were attributed
to a $13 per ounce increase in cash operating costs due to a
higher percentage of production being sourced from the East
Boulder Mine during the first quarter of 2003 and an increase of
$13 due to an increase in depreciation and amortization
resulting from the lower production levels and changes in
reserve estimates which occurred during the second quarter of
2002.

Announcing the Company's results, Stillwater Chairman and Chief
Executive Officer, Francis R. McAllister said, "As a Company we
met our overall plan for the first quarter, the Stillwater Mine
achieved its production target, both mines met their development
targets and were better than plan on a cost per ounce basis.
During the quarter we successfully amended the credit agreement
giving the Company access to $17.5 million under its revolving
credit facility and received the necessary amendment to complete
the pending Norilsk Nickel transaction. Subject to the
completion of the SEC review of the proxy statement, which is on
file, we expect to hold the special meeting of stockholders in
connection with the Norilsk Nickel transaction on June 16, 2003.

"The Stillwater Mine mined at a rate of approximately 2,030 tons
of ore per day for the first quarter of 2003 producing 110,000
ounces of palladium and platinum, similar to last year's fourth
quarter. Cash costs before royalties and taxes decreased 16%
from $271 per ounce in 2002's fourth quarter to $228 per ounce
in this year's first quarter. When compared to the similar
period last year the cash costs before royalties and taxes show
an increase of $11 per ounce as a result of the lower production
due to implementing the cost-driven plan. East Boulder mined at
an increased rate of approximately 1,190 tons of ore per day
producing 36,000 ounces of palladium and platinum. Production at
East Boulder is being increased to the 1,250 tons of ore per day
level. Cash costs before royalties and taxes decreased 14% in
the first quarter 2003 from $382 per ounce in 2002's first
quarter to $329 per ounce in this year's first quarter.
Currently, East Boulder's overall higher costs are a
contributing factor to the Company's higher consolidated costs,
we expect these costs to come down as production increases at
East Boulder," he concluded.

                        STILLWATER MINE

As planned, the Stillwater Mine's palladium and platinum
production remained level with last year's fourth quarter. PGM
production in the first quarter of 2003 was 110,000 ounces
compared to 143,000 ounces in the first quarter of 2002. During
the quarter, total tons milled were 206,000 tons compared to
260,000 tons in the first quarter of 2002. The combined mill
head grade in the first quarter of 2003 was 0.59 ounce per ton,
compared to 0.62 ounce per ton for the same period last year.
During the first quarter of 2003, the mining rate was
approximately 2,030 tons of ore per day, as the mine transitions
to produce more ore from the offshaft area of the mine.

Cash costs before royalties and taxes for the first quarter of
2003 were $228 per ounce, compared to $217 per ounce in the
first quarter of 2002. The increase is attributable to the lower
production levels. Total cash costs per ounce for the first
quarter of 2003 increased to $252 compared to $243 for the same
period in 2002. For the year, the Company expects cash operating
costs before royalties and taxes to be approximately $241 per
ounce. During the first quarter of 2003 capital expenditures at
the mine were $10.4 million.

                     EAST BOULDER MINE

During the first quarter of 2003, the East Boulder Mine produced
36,000 ounces of palladium and platinum from mining at an
average of approximately 1,190 tons of ore per day compared to
23,000 ounces in the first quarter of 2002. The 57% increase in
production is a result of the mine approaching full productive
capacity in the first quarter of 2003 whereas it was in ramp up
mode in the first quarter of 2002. A total of 104,000 tons were
milled with a combined average grade of 0.39 ounce per ton in
the first quarter of 2003 up 46% from the comparable quarter
last year. The mine continues to increase development and ramp
up production to achieve its targeted operating level of 1,250
tons of ore per day. During the first quarter of 2003 capital
expenditures were $4.0 million.

Cash operating costs before royalties and taxes were $329 per
ounce in the first quarter of 2003 compared with $382 per ounce
for the same period last year. For the year, the Company expects
cash operating costs before royalties and taxes to be
approximately $300 per ounce. Total cash costs per ounce for the
first quarter of 2003 decreased 12% to $372 compared to $422 for
the same period in 2002.

                             FINANCES

Revenues were $62.6 million for the first quarter of 2003
compared with $76.0 million for the first quarter of 2002. The
decrease of 18% was due to a 12% decrease in the Company's
combined average realized PGM price and a 7% decrease in the
quantity of metal sold.

Net cash provided by operations for the quarter ended March 31,
2003 was $23.3 million compared to $19.5 million for the
comparable period of 2002. The increase was primarily a result
of changes in net operating assets and liabilities of $16.9
million, an increase in non-cash expenses of $5.3 million,
offset by decreased net income of $18.3 million. The changes in
operating assets and liabilities are primarily related to an
initial increase in cash due to a change in the timing of
payment terms under one of the Company's long-term sales
contracts.

Capital expenditures increased $3.1 million, totaling $14.5
million in the first quarter of 2003, which includes $12.1
million incurred in connection with capitalized mine development
activities compared to a total of $11.4 million, which included
$8.7 million incurred in connection with capitalized mine
development activities in the same period of 2002. The increase
is primarily due to increased mine development activities.

During the first quarter of 2003, the Company made $5.4 million
in principal payments on the Company's debt and $1.5 million in
amendment fees were paid on the Company's credit facility.
Currently, the Company has $181.7 million outstanding under its
term loan facilities and $7.5 million outstanding as letters of
credit under the revolving credit facility.

At March 31, 2003, cash and cash equivalents increased by $1.4
million to $27.3 million and $17.5 million was available to the
Company under the revolving credit facility. On March 20, 2003,
the Company received an amendment that modifies certain
production and financial covenants for the remaining term of the
agreement. Management believes with access to the undrawn $17.5
million under the revolving credit facility, together with cash
expected to be generated from operations, that funding will be
adequate to meet the Company's liquidity needs through 2003, not
taking into account unexpected or extraordinary events. The
Company is in compliance with all aspects of the credit
agreement, including all financial covenants as of March 31,
2003.

                          METAL MARKETS

After the PGM markets continued to strengthen in February,
prices of palladium and platinum both hit their respective highs
in early March with palladium trading as high as $242 per ounce
and platinum reaching a 23-year high of $704 per ounce before
both metals retreated quickly on weak economic data along with
the announced auto manufacturers cutbacks. During the first
quarter of 2003 palladium averaged $244 per ounce and platinum
averaged $661 per ounce but in March palladium fell to a low of
$180 per ounce breaking many psychological and technical chart
points and platinum dropped to $630 per ounce. The price
weakness for both metals has continued into April.

Stillwater Mining Company is the only U.S. producer of palladium
and platinum and is the largest primary producer of platinum
group metals outside of South Africa. The Company is traded on
the New York Stock Exchange under the symbol SWC. Information on
Stillwater Mining can be found at its Web site:
http://www.stillwatermining.com

As reported in Troubled Company Reporter's March 24, 2003
edition, Stillwater Mining Company received the fifth amendment
to the Company's credit agreement.  The amendment allowed the
Norilsk Nickel transaction to proceed subject to shareholder
approval, completion of review under the Hart-Scott-Rodino
Antitrust Improvements Act and other conditions. Additionally,
the amendment aligned certain of its covenants and other
provisions with the Company's 2003 operating plan and revised
long-range plan announced on February 18, 2003. The
effectiveness of the amendment also gave the Company immediate
access to $17.5 million of undrawn funds under the $25 million
revolving credit facility. The revolving credit facility was
voluntarily reduced by the Company, from $50 million to $25
million, as provisions under the agreement made the incremental
portion inaccessible.

As reported in Troubled Company Reporter's February 26, 2003
edition, Standard & Poor's Ratings Services lowered its
corporate credit rating on platinum group metals producer
Stillwater Mining Company to 'B+' from 'BB-' and placed all
ratings on CreditWatch with developing implications based on
liquidity concerns following the company's fourth-quarter
earnings announcement.


SYBRON DENTAL: Second Fiscal Quarter Results Show Improvement
-------------------------------------------------------------
Sybron Dental Specialties, Inc. (NYSE: SYD), a leading
manufacturer of value-added products for the dental and
orthodontic professions and products for use in infection
prevention, announced its financial results for its second
fiscal quarter ended March 31, 2003.

                     SECOND QUARTER RESULTS

Net sales for the second quarter of fiscal 2003 totaled $134.3
million, compared to $124.7 million in the prior year period, an
increase of 7.7%. Sybron's total internal net sales growth rate
was 1.1% for the second quarter. Consumable products represented
approximately 95% of total sales in the second quarter.

For the first half of fiscal 2003, net sales totaled $254.4
million, compared to $222.5 million in the first half of fiscal
2002, an increase of 14.4%. Sybron's internal growth rate was
7.3% for the first half of fiscal 2003.

Net income for the second quarter of fiscal 2003 was $15.6
million, or $0.40 per diluted share, an increase of 18.0% over
net income of $13.2 million, or $0.34 per diluted share, in the
same period of the previous year.

For the first half of fiscal 2003, net income was $25.2 million,
or $0.66 per diluted share, an increase of 21.4% over net income
of $20.7 million, or $0.53 per diluted share, in the same period
of the previous year.

Effective October 1, 2002, Sybron adopted Statement of Financial
Accounting Standards No. 142, "Goodwill and Other Intangible
Assets," and is no longer amortizing its goodwill.

Sybron generated $15.4 million in free cash flow, defined as
cash flows from operating activities of $17.5 million minus
capital expenditures of $2.1 million, in the second quarter.
This represents an increase of 228% over free cash flow of $4.7
million (cash flows from operating activities of $8.5 million
minus capital expenditures of $3.8 million) in the same period
of the previous year.

"Through the first half of fiscal 2003, we are seeing
improvement in all aspects of the Company," said Floyd W.
Pickrell, Jr., Chief Executive Officer of Sybron Dental
Specialties. "Our Ormco subsidiary continues to post strong
growth, generating 10.1% internal growth in the second quarter.
We are finding that orthodontists are making greater use of
high-end brackets that reduce patient treatment time and office
visits, thereby expanding their ability to treat more patients
and grow their practice. Given this trend, we are benefiting
from our position as the market leader with our high-end self-
ligating, titanium and aesthetic brackets. In addition, our
sales force has done an excellent job of leveraging the
popularity of these product lines to win back accounts lost in
previous years.

"We are also seeing encouraging results in our Kerr subsidiary
following our shift in sales and marketing strategy and the
consolidation of the infection prevention product line into
Kerr. As discussed in our outlook last quarter, Kerr faced a
tough prior year comparison in which organic revenue growth was
9% in the second quarter of 2002. As a result, organic revenue
growth at Kerr was negative this quarter, as anticipated. More
notably though, Kerr revenue increased 8.3% over the prior
quarter, which is the type of consistent order flow we want to
achieve.

"From an overall perspective, we are particularly pleased with
our efforts in two key areas: research and development and
working capital management. We continue to introduce a steady
stream of new products that are being well received by the
market. Products introduced in the last twelve months accounted
for 4% of our sales in the first half of fiscal 2003. Regarding
working capital, we have significantly reduced our days sales
outstanding and inventory days in the past few quarters, which
is positively impacting our operating cash flow and the return
we generate for shareholders," said Mr. Pickrell.

                SECOND QUARTER FINANCIAL HIGHLIGHTS

Gross margins in the second quarter of 2003 were 55.4%, compared
with 56.6% in the second quarter of 2002 and 53.7% in the first
quarter of 2003. The improvement in gross margin over the
previous quarter was primarily attributable to increased volumes
at the Ormco subsidiary.

Selling, general and administrative expenses before amortization
(SG&A) were $44.1 million, or 32.8% of net sales, in the second
quarter, compared with $39.6 million, or 31.8% of net sales, in
the same period of the prior year, and $42.7 million, or 35.6%
of net sales, in the first quarter of 2003. As expected, SG&A
declined as a percentage of sales from the previous quarter.

Research and development expenditures were $2.9 million in the
second quarter of 2003, an increase of 8.5% from $2.7 million in
the same period in the prior year.

Operating income for the second quarter of 2003 was $30.1
million, compared to $28.4 million in the second quarter of
2002. Cash flow from operations was $17.5 million, compared with
$8.5 million in the second quarter of 2002. Earnings before
interest, taxes, depreciation and amortization (EBITDA) for the
quarter were $33.2 million. Operating income was 22.4% and
EBITDA was 24.7% of net sales for the quarter. Second quarter
2003 EBITDA was calculated by adding operating income of $30.1
million and depreciation and amortization of $3.1 million.

Net trade receivables were $92.0 million and days sales
outstanding were 57.3 days at March 31, 2003, which compares
with 60.9 days at December 31, 2002. Net inventory was $85.1
million at the end of the second quarter and inventory days were
139 days, which compares to 153 days at December 31, 2002. The
decrease in DSOs and inventory days is primarily attributable to
an increased focus on working capital management throughout the
Company.

Please refer to the supplemental schedules provided on the
Financial Report's section of Sybron's Investor Relations web
site -- http://www.sybrondental.com/investors/pubs.html-- that
detail the calculation of the Company's DSOs and inventory days.

Sybron's average credit facility debt outstanding for the
quarter was approximately $307.7 million and the Company's
average interest rate on the debt was 6.4%. The Company paid
down $17.4 million of debt in the second quarter, leaving total
debt outstanding of approximately $313.6 million at March 31,
2003.

Sybron's capital structure was 65.9% debt and 34.1% equity at
March 31, 2003. This compares with 74.3% debt and 25.7% equity
at March 31, 2002.

Cash and cash equivalents were $27.3 million at March 31, 2003,
compared with $21.8 million at December 31, 2002.

Additional second quarter 2003 financial highlights are
available in the Financial Reports section of the Company's
Investor Relations Web site --
http://www.sybrondental.com/investors

                  NON-GAAP FINANCIAL MEASURES

The Company has included information concerning EBITDA and free
cash flow because management believes that certain investors use
EBITDA and free cash flow as measures of a company's historical
ability to service its debt. EBITDA and free cash flow should
not be considered as alternatives to, or more meaningful than,
operating income as an indicator of Sybron's operating
performance or cash flows as a measure of liquidity. EBITDA and
free cash flow have not been prepared in accordance with
generally accepted accounting principals (GAAP). EBITDA and free
cash flow, as presented by Sybron, may not be comparable to
similarly titled measures reported by other companies.

                          OUTLOOK

For the third quarter of fiscal 2003, Sybron expects revenue to
range from $125 million to $130 million, and diluted earnings
per share to range from $0.35 to $0.38. The Company also
tightened its expected range for full year 2003 diluted earnings
per share. Sybron now expects full year 2003 earnings per share
to range from $1.32 to $1.40, which compares to the previous
guidance of $1.30 to $1.40.

"Our businesses continue to trend in a positive direction, and
we are confident that our improved performance is sustainable,"
said Mr. Pickrell. "We are executing well on the strategies we
put in place over the past several months and the results are
evident. In the first half of 2003, we have achieved:

-- Improved order flow at Kerr that more closely mirrors end-
    user demand

-- Improved ability to meet market demand for our high-end
    brackets

-- Increased volumes at Ormco that are positively impacting our
    gross margin

-- Declining SG&A as a percentage of sales

-- Improved working capital management

-- Lower debt levels and an improved debt-to-equity ratio

"These factors combined with continued healthy demand in each of
our end markets makes us confident that we can consistently
generate profitable growth for our shareholders going forward,"
said Mr. Pickrell.

Sybron Dental Specialties and its subsidiaries are leading
manufacturers of value-added products for the dental and
orthodontic professions and products for use in infection
control. Sybron Dental Specialties develops, manufactures, and
sells through independent distributors a comprehensive line of
consumable general dental and infection prevention products to
the dental industry worldwide. It also develops, manufactures,
markets and distributes an array of consumable orthodontic and
endodontic products worldwide.

                            *   *   *

As previously reported, Standard & Poor's assigned a single-'B'
rating to Sybron Dental Specialties Inc.'s proposed $150 million
10-year senior subordinated notes. Sybron, a leading
manufacturer of professional dental products, plans to use the
proceeds from this offering to repay bank debt and lengthen its
maturity schedule. At the same time, Standard & Poor's assigned
a double-'B'-minus rating to Sybron's $350 million dollar senior
secured credit facility.

The speculative-grade ratings on Sybron reflect its position as
a leading manufacturer of professional dental products, offset
by the challenges of effectively operating its expanding
business while shouldering debt associated with its late-2000
spin-off.


TIME WARNER TELECOM: Q1 2003 Net Loss Narrows 23% to $33 Million
----------------------------------------------------------------
Time Warner Telecom Inc. (Nasdaq: TWTC), a leading provider of
metro and regional optical broadband networks and services to
business customers, announced its first quarter 2003 financial
results, including $165.0 million in revenue, $48.7 million in
EBITDA, and a net loss of $33.3 million.

"Time Warner Telecom continues to focus on the long term
horizon," said Larissa Herda, Time Warner Telecom's Chairman,
CEO and President.  "We experienced a mixed quarter.  We
generated strong EBITDA and margins, which we achieved through
disciplined cost controls yet we also experienced a dip in
revenue due to disconnects and continued low enterprise
spending.  The health of our revenue is evidenced by strong
receivables, lower bad debt expense and growth in enterprise
customers, which diversifies our customer base.  Our focus for
2003 is to execute our announced initiatives that will position
us for future growth.  While these initiatives take time to
complete and generate cash flow, we are pleased with our
progress."

                    Results from Operations

Revenue

Revenue for the quarter decreased 2% to $165.0 million, as
compared to the same period last year.  The Company experienced
continued growth in data and Internet revenues with a 19%
increase over the first quarter of last year, and an increase in
switched services revenue of 9%, primarily related to a
settlement of a customer dispute.  These increases were offset
by a 9% decrease in transport services revenue primarily related
to customer disconnects and a 15% reduction in intercarrier
compensation revenue primarily reflecting rate reductions.

EBITDA and Margins

EBITDA for the first quarter was $48.7 million, a $10 million
increase from the first quarter of 2002, which reflects a 29%
EBITDA margin as compared to 23% for the same period last year.
Gross margin was 60% for the first quarter versus 57% in the
same period last year.  The increase in margins reflects the
Company's effort to reduce costs including a nearly 20% decrease
in headcount, 11% decrease in carrier costs, reduced bad debt
expense as well as other cost efficiency measures.

The Company utilizes a fully burdened gross margin, including
network costs, national IP backbone costs and personnel costs
for customer care, provisioning, network maintenance, technical
field and network operations.

Net Loss

The Company reported a net loss of $33.3 million for the first
quarter of 2003, as compared to a net loss of $43.1 million for
the same period last year.  The decrease in the net loss
primarily reflects the improvements in operating loss due to
higher EBITDA and lower depreciation, amortization and
accretion.  Also in the current quarter, the Company recorded a
$3.0 million expense for the cumulative effect of implementation
of Statement of Financial Accounting Standards No.143,
Accounting for Asset Retirement Obligations.

Capital Expenditures

Capital expenditures for the quarter were $22.4 million, as
compared to $36.9 million for the same period last year.  The
Company expects capital expenditures for 2003 to be
approximately $200 million and intends to more aggressively
explore network expansion and building entry opportunities in
its existing markets, as well as data services infrastructure.

Liquidity and Other Operating Highlights

As of March 31, 2003, the Company reported $487.8 million in
cash and equivalents.  EBITDA of $48.7 million for the quarter
covered interest expense by approximately 1.8 times.  The
Company is in compliance with all its financing agreements.
During the first quarter the Company paid approximately $51.7
million in debt service costs, including interest expense
related to secured and unsecured debt, principal payments and
capital lease obligations.

The Company continued to experience high levels of customer
disconnects and bankruptcies associated with the overall
economic environment. Disconnects in the quarter resulted in the
loss of $3.7 million in monthly revenue, including $1.7 million
related to WorldCom, compared to $3.5 million of monthly revenue
from disconnects experienced in the prior quarter with $.7
million related to WorldCom.  Approximately $14.8 million in
revenues in the first quarter were from WorldCom, the Company's
largest customer, as compared to approximately $17.5 million in
the fourth quarter of 2002.  The Company expects an additional
decrease in revenue from WorldCom of $3-$5 million in the second
quarter and $1-2 million in the third quarter of 2003.

2003 Initiatives

In early 2003, the Company has launched several initiatives to
expand its reach, thereby enabling growth.  These initiatives
include increasing the sales force, engaging in joint marketing
activities, launching new data and IP products, and increasing
network investments in existing markets.  The Company achieved
progress on these initiatives and will continue to focus on both
growth initiatives and cost efficiencies throughout 2003.
"Fiber remains key to our strategy," said Herda.  "We are
expanding our networks to reach more customer buildings and to
continually add new products and services that ride over our
networks."  The Company is broadly deploying its Metro Ethernet,
or Native LAN, services to reach more customer locations.

Conclusion

"We are committed to prudent investment in future growth
prospects, while remaining sensitive to the continuing,
uncertain economic climate," said Herda.  "Our 2003 goal is to
take advantage of our strengths by making investments that will
expand our network, service, and sales reach during a time in
the industry that presents unique opportunities.  We are
cognizant of the issues facing us, but this is not new territory
for Time Warner Telecom. Competing in the local
telecommunications arena is difficult, but we have the
fundamentals in place to be successful including -- local fiber
networks, a solid customer base, excellent margins, liquidity
and the talent required to execute our business plan.
Everything we do is with a long-term approach, not a quick,
short-term effort.  I am confident that our 2003 initiatives
will be part of our path to long-term success," concluded Herda.

Time Warner Telecom Inc., headquartered in Littleton, Colo.,
delivers "last-mile" broadband data, dedicated Internet access
and voice services for businesses in 44 U.S. metropolitan areas.
Time Warner Telecom Inc., one of the country's premier
competitive telecom carriers, delivers fast, powerful and
flexible facilities-based metro and regional optical networks to
large and medium customers.  Please visit
http://www.twtelecom.comfor more information.

As reported in Troubled Company Reporter's November 13, 2002
edition, Standard & Poor's affirmed its single-'B' corporate
credit rating on competitive local exchange carrier Time Warner
Telecom Inc., and removed the rating from CreditWatch with
negative implications.

The rating was originally placed on CreditWatch on September 24,
2002 due to concerns about the company's ability to meet bank
loan covenants in 2003. At September 30, 2002, the Littleton,
Colorado-based company had $1.1 billion of total debt
outstanding. The outlook is negative.

"The affirmation and removal from CreditWatch follows the
company's announced amendments to its bank loan agreement, which
loosens the debt to EBITDA and EBITDA interest coverage
maintenance tests during 2003," said Standard & Poor's credit
analyst Catherine Cosentino. "This provides Time Warner Telecom
additional financial cushion, with the expectation that the
company can meet these revised covenants at the current
operating cash flow run rate of about $40 million per quarter."


UNITED AIRLINES: Wins Nod to Alter Section 1110(B) Stipulations
---------------------------------------------------------------
BNY Capital Resources Corp. and BNY Capital Funding LLC are
beneficial owners of trusts, which are lessors under eight U.S.
leveraged lease transactions for eight Boeing Aircraft.  William
J. Rochelle, III, Esq., at Fulbright & Jaworski, is peeved that
UAL did not include his client in discussions about the terms of
any Section 1110(b) Stipulations.  Assuming the Debtors do not
complete the undertaking to cure and perform as required by
Section 1110(a), the BNY Lessors can exercise their rights
unilaterally.  Certain operative documents preclude the lenders
and UAL from amending the lease to the detriment of the BNY
Lessors without their consent.  A Section 1110(b) Stipulation
would certainly purport to modify the Leases.  The BNY Lessors
want the Court to ensure that their rights, as per the financing
documents and previous Court Orders, are reserved.

                      ABN AMRO Responds to BNY

ABN AMRO is a beneficial holder of notes relating to various
leveraged lease transactions.  Specifically, ABN AMRO is a
lender in three of the eight leveraged lease transactions with
BNY as lessor.

Richard G. Ziegler, Esq., at Mayer, Brown, Rowe & Maw, points
out that the BNY Lessors incorrectly assert that the lenders are
not authorized to enter into Section 1110(b) Stipulations
without their consent.  The BNY Lessors also incorrectly assert
that the lenders may not take actions on the leveraged leases to
the BNY Lessors' detriment without their consent.  Mr. Ziegler
asserts that BNY's statements "flatly contradict the governing
transaction documents."

ABN AMRO wants to make sure that its rights are fully reserved
under the governing Leveraged Lease documents.

Mr. Ziegler contends that the rights of non-debtor parties are
not an issue before this Court and should not be considered
along with the Debtors' request.

(2) Aircraft Finance Parties

The Aircraft Finance Parties are creditors of United and hold
claims for aircraft leases, aircraft, engines and/or related
equipment.  The Debtors are currently failing to transfer
required payments under many of the Section 1110(b)
Stipulations, making it increasingly necessary for parties-in-
interest to scrutinize the Debtors' actions to ensure that they
are not detrimental to the estates and creditors.  Therefore,
the AFPs object to the Debtors' request on the limited grounds
that it seeks to file Extension Stipulations under seal without
showing cause in support and in contradiction of the Bankruptcy
Code. Jack J. Rose, Esq., at White & Case, claims that, now more
than ever, the Debtors' actions must be subject to review.
Since United is having difficulty with administrative claims,
creditor participation is important to ensure that the claims
are not growing beyond what the Debtors will be able to meet.

Entry into a Section 1110 Agreement imposes an administrative
expense liability on the Debtors' estate.  These decisions may
be imprudent and creditors should have the opportunity to
object. Allowing United to seek approval of a Section 1110
Agreement without full disclosure would violate the creditors'
right to notice and meaningful participation in any approval
hearing. Without these details, creditors have no way of
examining the efficacy of the Debtors' decision.

(3) The Verizon Parties

Verizon Capital, MS Financing, Walt Disney Pictures &
Television, Cimmred Leasing and MidAmerican Energy contend that
the request to file the documents under seal is contrary to the
spirit of the Bankruptcy Code, which is premised on full
disclosure.  If United wanted to keep its affairs secret from
creditors, James L. Komie, Esq., at Schuyler, Roche & Zwimer,
says, it should not have filed for bankruptcy protection.

Mr. Komie concedes that Section 107(b) allows the Court to
protect the confidentiality of a debtor's trade secrets and
commercial information, but this is an extraordinary remedy not
to be utilized if less drastic alternatives are available.
United provides no reason why creditors should not be given
access to this information subject to confidentiality
agreements. United fails to include a method by which the
Parties can obtain copies of stipulations affecting Aircraft
that they hold interests in.  The financiers must be informed of
any changes to their agreements and expected financial returns.

(4) Orix Co. and Fuyo General Lease Co.

Orix Corporation and Fuyo General Lease Co., the so-called "JLL
Lessors" are lessors under eight Japanese leveraged lease
transactions for eight Boeing 777 Aircraft.  In its Second
Section 1110 Motion, United has once again failed to undertake
any discussions with the JLL Lessors about the Stipulation's
terms.

In the First Motion, the Court reserved the rights of parties
with an economic interest to the extent that the party agreed
not to be bound by the terms of the Section 1110(b) Stipulation.
However, the Debtors failed to include this provision in the
proposed Order for the Second 1110 Motion.  Frances Gecker,
Esq., at Freeborn & Peters, insists that this provision must be
included in any Order entered on the Second 1110 Motion.

An identical reservation of rights is imperative because the
lenders are not authorized to enter into Section 1110(b)
Stipulations without the JLL Lessors' consent.  Any stipulation
will not bind the JLL Lessors nor prevent them from exercising
remedies.  The JLL Lessors have the right to declare leases to
be in default.  Other parties have no power to preclude the JLL
Lessors from giving a notice of default, which would accelerate
United's payment obligations equal to the debt owing to the
lenders and the JLL Lessors.

Ms. Gecker explains that the JLL Lessors do not wish to deprive
UAL of the use of the Aircraft.  But the JLL Lessors give the
Court formal notice that they have the unilateral right to
declare leases in default and exercise their remedies unless UAL
comes to terms satisfactory to the JLL Lessors.

                        Debtors Respond

According to United, there are two main arguments in the various
objections.  First, the proposed Order lacks language contained
in the original Section 1110 Order that reserves the parties'
rights to Aircraft Agreements.  The Debtors agree to modify the
proposed Order to include language requested by the Objecting
Parties.

Objectors also opposed the Debtors' request to file documents
under seal.  They suggest that without full knowledge of the
terms of any Extension Stipulations, they have no way of
confirming that the Debtors are acting in the best interests of
the estates.  However, the Court has already addressed this
issue at the hearing on February 6, 2003.  Under the business
judgment rule, courts defer to corporate officer's decisions
absent bad faith or abuse of judgment.

James H.M. Sprayregen, Esq., assures the Objectors that the
Stipulations contain the same confidential information in the
original Section 1110(b) Stipulations.  If the Debtors disclose
this information, it could be used by competitors to steal
market share.  As many competitors have filed for bankruptcy
protection, maintaining market share is crucial to the Debtors'
reorganization efforts.

                        *     *     *

Judge Wedoff permits the Debtors to enter into Section 1110
Extension Stipulations.  The Court overrules all objections.
Furthermore, the United is allowed to file all commercially
sensitive documents under seal.

As previously reported, United Airlines Inc. entered into
stipulations with aircraft financiers and lenders extending the
Section 1110(b) Stipulations without further Court approval.
UAL wanted to file the Extension Stipulations under seal.

United's fleet is subject to Section 1110.   The Debtors have
been in continuous efforts to restructure the Section 1110 Fleet
costs.  The 60-day period afforded under Section 1110 set an
impossible timetable to reconcile a fleet with financings as
intricately structured or with as many stakeholders as there are
in United's fleet.  In fact, the parties with interests in
United's Section 1110 Fleet number in the thousands. (United
Airlines Bankruptcy News, Issue No. 16; Bankruptcy Creditors'
Service, Inc., 609/392-0900)

United Airlines' 10.670% bonds due 2004 (UAL04USR1) are
trading at about 4 cents-on-the-dollar, says DebtTraders. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=UAL04USR1for
real-time bond pricing.


UNITED STATIONERS: Says Q1 2003 Results in "Positive Territory"
---------------------------------------------------------------
United Stationers Inc. (Nasdaq: USTR) announced its sales and
earnings for the first quarter ended March 31, 2003 and its
adoption of Financial Accounting Standards Board (FASB) Emerging
Issues Task Force (EITF) No. 02-16.

Net sales for the first quarter of 2003 were $970 million, up
2.3% compared with sales of $948 million for the first three
months of 2002. Net income before the cumulative effect of a
change in accounting principle was $18.8 million, or $0.57 per
share. After the cumulative effect of a change in accounting
principle, net income for the quarter was $12.7 million, or
$0.39 per share, compared with $24.2 million, or $0.70 in the
comparable prior-year quarter. The first quarter results for
2002 include a pre-tax restructuring charge reversal
(representing a portion of the restructuring accrual recorded in
the third quarter of 2001) of $2.4 million, or $0.04 per share.

Effective January 1, 2003, the company adopted EITF Issue No.
02-16, "Accounting by a Customer (Including a Reseller) for
Certain Consideration Received from a Vendor." This accounting
change resulted in a one-time, non- cash, cumulative after-tax
charge of $6.1 million, or $0.18 per share, related to fixed
allowances received from vendors for participation in the
company's advertising publications. These allowances were
historically taken directly into income through reductions in
cost of goods sold over the life of the publication. This
accounting change now requires that the cash compensation
received from vendors related to fixed advertising allowances be
reflected as a reduction to the cost of inventory. As a result,
these allowances will be taken to income through lower cost of
goods sold as inventory is sold.

           Sales Up Slightly, Margin Pressure Continues

"Given the weak economy, as well as continued competitive
pressures, we are pleased that sales growth is now in positive
territory. However, gross margin for the first quarter decreased
to 14.3%, compared with 15.2% a year ago. This decline reflects
a continued mix shift in all product categories toward commodity
items that generally earn lower margins than discretionary
items, such as office furniture," said Dick Gochnauer, president
and chief executive officer.

"Operating expenses for the first quarter of 2003 totaled $103.5
million, or 10.7% of sales, compared with $101.0 million, or
10.7% of sales, for the first quarter of 2002. Operating
expenses in the first quarter of 2002 included a favorable
adjustment of $2.4 million, or 0.3% of sales, related to a
partial reversal of the restructuring charge recorded in 2001,"
Gochnauer added.

              Financing Changes and Share Repurchase

As previously announced, the company entered into a new senior
credit facility, expanded its receivables securitization program
and called for redemption of its outstanding senior subordinated
notes. The new, five-year senior secured revolving credit
facility, maturing in March 2008, has an aggregate committed
amount of $275 million. This facility replaced the company's
previous senior secured credit facility, which included a $250
million revolver that would have matured in March 2004 and term
loans totaling $96.4 million (as of December 31, 2002) that
would have fully amortized by June 2005. United also expanded
its third-party receivables securitization program to provide
maximum funding of $225 million. Previously, the program
provided a maximum of $160 million.

In addition, the company called the entire $100 million
outstanding principal amount of its 8-3/8% Senior Subordinated
Notes due 2008 for redemption. The Notes are scheduled to be
redeemed today at a redemption amount equal to 104.188% of the
principal amount plus accrued interest. The redemption of the
Notes is being financed through funds generated from operations,
from the sale of accounts receivable under the company's
receivables securitization program, and from borrowings under
the company's new revolving credit facility.

Taken together, the new arrangements extend funding maturities,
allow greater flexibility and reduce overall funding costs. In
connection with the changes, the company recorded charges,
associated with deferred financing costs, of approximately $0.8
million in the first quarter of 2003. During the second quarter
of 2003, the company expects to record charges totaling $4.2
million associated with the 4.188% call premium and $1.7 million
related to deferred financing costs.

"Our strong balance sheet and availability under our new credit
agreement will allow us to continue repurchasing our stock. Our
credit agreement permits share repurchases equal to $50 million
plus 25% of cumulative net income earned after the first quarter
of 2003. We currently have remaining Board authorization to
repurchase approximately $27 million and we would expect to
pursue approval to increase this amount as needed," Gochnauer
said.

                            Cash Flow

The company's net cash provided by operating activities totaled
$124 million for the first quarter of 2003, versus a $16 million
use of cash in the first quarter of 2002. Excluding the effects
of receivables sold under the company's securitization program,
net cash provided by operating activities for the first quarter
totaled $69 million in 2003, compared with $89 million in 2002.

"Our strong cash flow resulted in a $26 million reduction in
debt and securitization financing during the last 12 months,"
said Gochnauer. "Debt-to-total capitalization (including the
securitization financing) is 32% compared with 34% a year ago."

A reconciliation of these items to the most comparable GAAP
measures is included at the end of this release.

                Net Capital Spending Remains Low

Capital expenditures were $1.1 million and capitalized software
(included in "Other Assets") was $0.4 million, bringing total
net capital spending for the three months ended March 31, 2003
to $1.5 million. For the first quarter of 2002, capital
expenditures were $5.1 million, proceeds from the disposition of
property, plant and equipment were $1.3 million and capitalized
software was $1.6 million, resulting in net capital spending of
$5.4 million. Capital spending for 2003 is expected to be less
than $30 million.

             Well Positioned for Operating Leverage

"We are not yet seeing any visible signs of a meaningful
economic recovery. Reflecting these tough economic times is the
fact that higher-margin discretionary item sales continue to be
lower versus prior years, as end users seem to be delaying
purchasing these items," Gochnauer continued. "As a result, we
are working to improve the things we control within our margin
and overall cost structure. While first quarter sales are
somewhat encouraging, we still anticipate that the upcoming
months will continue to be challenging from both a sales and
margin perspective. We are diligently working to align our cost
structure with the realities of the business and believe our
collective efforts will position United Stationers for future
solid earnings growth," Gochnauer concluded.

United Stationers Inc., with annual sales of approximately $3.7
billion, is North America's largest broadline 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
better than 97%, a 99.5% order accuracy rate, and a 99% on-time
delivery rate. For more information, visit
http://www.unitedstationers.com

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.


VARI-L CO.: Adjourns Special Shareholders' Meeting Until May 5
--------------------------------------------------------------
Vari-L Company, Inc. (OTC Bulletin Board: VARL), a leading
provider of advanced components for the wireless
telecommunications industry, announced that the shareholders
present at its special meeting held today have approved a motion
to adjourn the special meeting of shareholders until May 5, 2003
at 11:00 a.m. MDT at Vari-L's offices at 4895 Peoria St.,
Denver, Colorado. The purpose of the special meeting is to vote
upon the sale of substantially all of Vari-L's tangible and
intangible assets to a wholly owned subsidiary of Sirenza
Microdevices, Inc., (Nasdaq: SMDI) and the subsequent
dissolution of Vari-L.

Vari-L has adjourned the special meeting to permit further
solicitation of proxies in order to establish a quorum and to
obtain additional votes in favor of the asset sale and the
subsequent dissolution of Vari-L.

Vari-L, whose shareholders are widely dispersed, believes that
the additional time provided by this adjournment will allow it
to obtain the votes necessary to approve the asset sale and the
subsequent dissolution of Vari-L. The approval of the asset sale
and the subsequent dissolution of Vari-L each require the
affirmative vote of the holders of 3,626,047 shares of Vari-L's
common stock, which represent a majority of the outstanding
shares as of the March 7, 2003 record date for the special
meeting. As of April 28, 2003 at 2:10 p.m., Vari-L had received
proxies for approximately 3.26 million shares in favor of the
asset sale and the subsequent dissolution of Vari-L and
approximately 92,000 shares against such proposals.

Vari-L mailed proxy statements to all shareholders of record on
or about April 4, 2003 and encourages shareholders to complete
and return the enclosed proxy card prior to the date of the
adjourned meeting.

"We strongly encourage shareholders to carefully consider the
proposals described in the proxy statement and to cast their
vote on the enclosed proxy card whether or not they plan to
attend the special meeting," said Chuck Bland, CEO of Vari-L.
"If shareholders do not return their proxy cards or instruct
their brokers how to vote or vote in person at the meeting, then
the effect will be a vote against the asset sale."

On December 2, 2002, Vari-L announced a definitive agreement to
sell substantially all of its assets to Sirenza. The transaction
is subject to several closing conditions, including the approval
of Vari-L shareholders. The boards of both companies have
approved the transaction.

Sirenza Microdevices, Inc., an ISO 9001:2000-certified
manufacturer headquartered in Sunnyvale, California, with design
centers throughout the U.S., is a leading supplier of high-
performance RF components for the wireless and wireline
telecommunications markets. The company's product lines include
amplifiers, power amplifiers, discrete devices, RF signal
processing components, fiber optic components, and high-
performance multi-component modules for transmit and receive
applications. Product information may be found on Sirenza's Web
site at http://www.sirenza.com

Headquartered in Denver, Vari-L designs, manufactures and
markets wireless communications components that generate or
process radio frequency and microwave frequency signals. Vari-
L's products are used in commercial infrastructure equipment
(including GSM/cellular/PCS base stations and repeaters, fixed
terminal point to point/multi-point,) consumer subscriber
products (advanced cellular/PCS/satellite handsets), and
military/aerospace platforms (satellite
communications/telemetry, missile guidance, electronic warfare,
electronic countermeasures, battlefield communications). Vari-L
serves a diverse customer base of the world's leading technology
companies, including Agilent Technologies, Ericsson, Harris,
Hughes Network Systems, Lockheed Martin, Lucent Technologies,
Microwave Data Systems, Marconi, Motorola, Netro, Nokia,
Raytheon, Textron, Siemens, and Solectron.

                        *     *      *

As reported in Troubled Company Reporter's January 31, 2003
edition, the net operating loss covenant of the loan agreement
requires that Vari-L's cumulative operating loss not exceed a
specified amount in any rolling three-month period. The net
operating loss covenant is defined as net operating loss
excluding costs such as restructuring, severance benefits,
extraordinary non-cash charges and legal and accounting fees
incurred in connection with the proposed transaction with
Sirenza. The maximum permitted operating loss for the three-
month period ended December 31, 2002 was $1,585,000. Vari-L's
actual operating loss was $1,656,000. Under the terms of the
loan agreement, the default interest rate of 30% went into
effect on January 1, 2003. In addition, Sirenza has the right to
declare all amounts due on the loan immediately due and payable.
At this time Sirenza has not taken any action to accelerate the
loan, but has reserved the right to do so. Furthermore, Vari-L
contractually can draw additional funds under the loan agreement
as required to fund operations. As of December 31, 2002, Vari-L
has approximately $1,900,000 of remaining availability under the
loan agreement. If Sirenza were to exercise its right to declare
all amounts due under the loan, Vari-L would likely be required
to file for bankruptcy protection and would be unable to
consummate the proposed asset sale to Sirenza. Filing for
bankruptcy protection could have a material adverse effect on
the Company's relationships with its customers, suppliers and
employees.


WADE COOK: Committee Gets Nod to Hire Preston Gates as Counsel
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Washington
granted permission to the Official Unsecured Creditors Committee
of the chapter 11 cases of Wade Cook Financial Corporation to
employ the firm of Preston Gates & Ellis LLP as its counsel.

The Court finds that Preston Gates has considerable experience
in matters of this character and its attorneys are qualified to
represent the Committee in this case.

The Committee expects Preston Gates to:

      a. assist the Committee in the investigation the financial
         affairs of the Debtor;

      b. assist the Committee in the negotiation, formulation and
         confirmation of a plan of reorganization;

      c. prepare all necessary pleadings in these proceedings;
         and

      d. perform all other legal services for the Committee which
         may be necessary.

Preston Gates will charge its usual hourly rates for any
services rendered.  The firm's professionals responsible in this
case and their current hourly rates are:

           Marc Barreca           $315 per hour
           Charles E. Shigley     $220 per hour
           Cabrelle M. Abel       $135 per hour

Wade Cook Financial Corporation is a holding company whose core
business is financial education, which it conducts through its
seminar and publishing segments.  The Company filed for chapter
11 protection on January 17, 2002 (Bankr. W.D. Wash. Case No.
02-25434).  Darrel B Carter, Esq., at CBG Law Group PLLC and H.
Troy Romero, Esq., at Romero Montague P.S., represent the
Debtors in their restructuring efforts. When the Company filed
for protection from its creditors, it listed $19,158,000 in
total assets and $18,981,000 in total debts.


WASHINGTON MUTUAL: Fitch Takes Rating Actions on 2003-S3 Notes
--------------------------------------------------------------
Fitch rates Washington Mutual Mortgage Securities Corp.'s
mortgage pass-through certificates, series 2003-S3 classes I-A-1
through I-A-46, II-A-1, II-A-2, III-A-1, III-A-2, A-P, II-P, A-
X, II-X and R ($783,801,510) senior certificates 'AAA'. In
addition, Fitch rates the class C-B-1 certificates ($10,038,443)
'AA-', class C-B-2 certificates ($4,015,377) 'A-', class C-B-3
certificates ($1,606,151) 'BBB-' and class C-B-4 certificates
($1,204,613) 'BB'. The classes C-B-5 and C-B-6 certificates are
not rated by Fitch. The class C-B-4, C-B-5, and C-B-6
certificates are being offered privately.
The 'AAA' rating on the senior certificates reflects the 2.40%
subordination provided by the 1.25% class C-B-1 certificates,
0.50% class C-B-2 certificates, 0.20% class C-B-3 certificates
and 0.45% privately offered class C-B-4, C-B-5 and C-B-6
certificates.

Fitch believes the above credit enhancement will be adequate to
support mortgagor defaults as well as bankruptcy, fraud and
special hazard losses in limited amounts. In addition, the
ratings reflect the quality of the mortgage collateral and the
strength of the legal and financial structures.

The mortgage pool consists of three loan groups with a total of
1,675 loans with an aggregate scheduled balance of $803,075,320.
The loans are conventional, fully amortizing 15- to 30-year
fixed-rate mortgage loans secured by first liens on residential
properties.

Group 1 ($431,952,864) consists of fully amortizing, 20- to 30-
year fixed-rate mortgage loans secured by first liens on
residential properties. As of the cut-off date, the mortgage
pool had a weighted average original loan-to-value ratio (OLTV)
of 65.5%. Approximately 16.53% of the loans were originated
under a reduced documentation program. Cash-out and rate/term
refinance loans represent 18.46% and 65.61% of the mortgage
pool, respectively. Second homes and non-owner occupied homes
represent account for 1.33% and 0.21%, respectively. The average
loan balance is $467,988. The weighted average FICO score is
733. The states that represent the largest portion of the
mortgage loans are California (49.33%), Illinois (7.93%),
Washington (6.57%), and New York (4.13%).

Group 2 ($160,933,845) consists of fully amortizing, 15-year
fixed-rate mortgage loans secured by first liens on residential
properties. As of the cut-off date, the mortgage pool
demonstrates a weighted average OLTV of 57.5%. Approximately
20.31% of the loans were originated under a reduced
documentation program. Cash-out and rate/term refinance loans
represent 18.37% and 75.33% of the mortgage pool, respectively.
Second homes account for 0.77% of the pool. The average loan
balance is $493,662. The weighted average FICO score is 735. The
states that represent the largest portion of the mortgage loans
are California (39.90%), Illinois (8.89%), New York (5.59%), and
Washington (4.68%).

Group 3 ($210,188,610) consists of fully amortizing, mostly 30-
year fixed-rate mortgage loans secured by first liens on
residential properties. As of the cut-off date, the mortgage
pool demonstrates a weighted average OLTV of 63.2%.
Approximately 19.50% of the loans were originated under a
reduced documentation program. Cash-out and rate/term refinance
loans represent 19.37% and 64.31% of the mortgage pool,
respectively. Second homes account for 2.01% of the pool. The
average loan balance is $493,400. The weighted average FICO
score is 746. All of the mortgage loans in Group 3 are from
California.

Approximately 1.27% of the mortgage loans in the aggregate are
secured by properties located in the State of Georgia, none of
which are governed under the Georgia Fair Lending Act (GFLA).

The certificates are issued pursuant to a pooling and servicing
agreement dated April 1, 2003 among Washington Mutual Mortgage
Securities Corp., as depositor and master servicer, and U.S.
Bank National Association, as trustee.


WASHINGTON MUTUAL: Series 2003-AR5 Classes B-4 & B-5 Rated BB/B
---------------------------------------------------------------
Fitch rates Washington Mutual Mortgage Securities Corp.'s
mortgage pass-through certificates, series 2003-AR5
($1,494,243,100) classes A-1 through A-7, X and R ($1.456
billion) senior certificates 'AAA'. In addition, Fitch rates the
class B-1 certificates ($15,728,000) 'AA', class B-2
certificates ($11,983,000) 'A', class B-3 certificates
($5,991,000) 'BBB', class B-4 certificates ($2,246,000) 'BB' and
class B-5 certificates ($2,246,000) 'B'. The class B-6
certificates are not rated by Fitch. The class B-4, B-5, and B-6
certificates are being offered privately.

The 'AAA' rating on senior certificates reflects the 2.80%
subordination provided by the 1.05% class B-1 certificates,
0.80% class B-2 certificates, 0.40% class B-3 certificates and
0.55% privately offered class B-4, B-5 and B-6 certificates.

Fitch believes the above credit enhancement will be adequate to
support mortgagor defaults as well as bankruptcy, fraud and
special hazard losses in limited amounts. In addition, the
ratings reflect the quality of the mortgage collateral, strength
of the legal and financial structures, and Washington Mutual
Mortgage Securities Corp.'s servicing capabilities as master
servicer. Fitch currently rates Washington Mutual Bank, FA
'RMS2+' for master servicing.

The trust is comprised of one group of 2,420 conventional, fully
amortizing 30-year adjustable-rate mortgage loans with an
aggregate principal balance of $1,497,993,406. The loans are
secured by first liens on residential properties. The mortgage
loans have a fixed interest rate during the initial five-year
period after the origination date and thereafter, adjust
annually. Approximately 78.7% of the mortgage loans have
interest only payments scheduled during the initial 5-year
period, with principal and interest payments beginning on the
first adjustment date. The average principal balance as of the
cut-off date is $619,005. The weighted average loan-to-value
ratio (LTV) is 63.80% and the weighted average FICO score is
742. Cash-out refinance loans represent 29.76% of the loan pool.
The states that represent the largest portion of the mortgage
loans are California (65.71%), New York (4.46%), Illinois
(3.97%) and Washington (3.32%).

Approximately 0.67% of the mortgage loans are secured by
properties located in the State of Georgia, none of which are
covered under the Georgia Fair Lending Act, effective as of
October 2002.

The certificates are issued pursuant to a pooling and servicing
agreement dated April 1, 2003 among Washington Mutual Mortgage
Securities Corp., as depositor and master servicer, and Deutsche
Bank National Trust Company, as trustee. For federal income tax
purposes, an election will be made to treat the trust fund as
three real estate mortgage investment conduits.


WESTAR ENERGY: Will Publish First-Quarter 2003 Results on May 14
----------------------------------------------------------------
On May 14, 2003, Westar Energy, Inc. (NYSE:WR) will release
first-quarter 2003 earnings, and Mark Ruelle, Westar Energy
executive vice president and chief financial officer, will host
a conference call and audio webcast at 11 a.m. Eastern Time (10
a.m. Central).

Event:     Westar Energy First-Quarter 2003 Earnings
            Conference Call and Webcast

Date:      May 14, 2003

Time:      11 a.m. Eastern (10 a.m. Central)

Location:  1) Phone conference call 1-800-362-0571, participant
               code WESTAR or

            2) Log on to the webcast at http://www.wr.com

A replay of the conference call will be available from about 2
p.m. Eastern May 14 through May 23 at 888-566-0827. The replay
also will be available on the Westar Energy Web site at
http://www.wr.com

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

                        *     *     *

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

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


WORLDCOM INC: MCI Files Feb. & March Monthly Operating Results
--------------------------------------------------------------
MCI filed its February and March 2003 Monthly Operating Reports
with the U.S. Bankruptcy Court for the Southern District of New
York. During the month of February, MCI recorded $2.03 billion
in revenue, reflecting fewer business days than the previous
month. In March, MCI recorded $2.1 billion in revenue. Operating
income was $44 million in February and $84 million in March.

Consistent with the industry, MCI adopted a change in accounting
principles to reflect the recently-released SFAS No. 143 for
asset retirement obligations. The cumulative impact of this
change was $198 million and was recognized in February. The
Company also recognized $182 million in reorganization items in
February and $48 million in March. Income from continuing
operations before reorganization items, income taxes, minority
interest and the cumulative effect of a change in accounting
principle was $41 million in February and $88 million in March.
In February, MCI posted a net loss of $332 million. In March,
the Company posted net income of $43 million.

MCI ended February with $3.1 billion in cash on hand, an
increase of approximately $300 million from the beginning of the
month. The Company ended March with $3.3 billion in cash on
hand, an increase of $200 million from the beginning of the
month.

"We are continuing to make steady and measured progress against
our business plan," said Michael Capellas, MCI chairman and CEO.
"Our customer service levels are the best in the industry,
revenues are stable, and we have strong cash flow. While we are
on a fast track to emerge from Chapter 11 later this fall, we
know there is still much more work to do and there will be ups
and downs along the way."

MCI's capital expenditures for February were $36 million,
including $18 million for PP&E and $18 million for related
software. February depreciation and amortization was $120
million. March capital expenditures were $51 million, including
$18 million for PP&E and $33 million for related software. March
depreciation and amortization was $112 million, in line with
February depreciation.

"After spending $38 billion on our network over the past six
years, we are very comfortable with our projected capital
spending levels on our core IP backbone," said Capellas. "Under
our current plan, we will gain efficiencies by consolidating
legacy networks, eliminating redundant systems and standardizing
our billing systems. At the same time, we are prepared to invest
in key new product development areas."

The financial results discussed in the February and March 2003
Monthly Operating Report exclude the results of Embratel. Until
MCI completes a thorough balance sheet evaluation, the Company
will not issue a balance sheet or cash flow statement as part of
its Monthly Operating Report.

The Monthly Operating Reports are available on MCI's
Restructuring Information Desk at http://www.mci.com/infodesk

Based on current information and a preliminary analysis of its
ability to satisfy outstanding liabilities, MCI believes that
when it emerges from bankruptcy proceedings, its existing
WorldCom and Intermedia preferred stock and WorldCom group and
MCI group tracking stock issues will have no value.

WorldCom, Inc. (WCOEQ, MCWEQ), which currently conducts business
under the MCI brand name, is a leading global communications
provider, delivering innovative, cost-effective, advanced
communications connectivity to businesses, governments and
consumers. With the industry's most expansive global IP backbone
and wholly-owned data networks, WorldCom develops the converged
communications products and services that are the foundation for
commerce and communications in today's market. For more
information, go to http://www.mci.com


WORLDCOM: Court Sets Missouri Property Sale Auction Procedures
--------------------------------------------------------------
At Worldcom Inc., and debtor-affiliates' request, the Court
rules that competing offers for the Assets will be governed by
these Auction Procedures:

   A. The Debtors will provide:

      -- notice of the Sale Hearing and Auction Procedures,
         together with a copy of the Agreement to all parties
         known to the Debtors as having expressed a bona fide
         interest in acquiring the Assets; and

      -- a copy of the Agreement to all other prospective
         offerors and parties-in-interest after written request
         to the Debtors through their real estate consultant,
         Hilco Real Estate, LLC.

   B. Any party wishing to conduct due diligence on the Assets
      will, after execution by the prospective offeror of a
      confidentiality agreement and access agreement, each in
      form and substance satisfactory to the Debtors, and
      delivery to the Debtors of the prospective offeror's
      certified financial statements for the preceding two years,
      be granted access to the Property and to all relevant
      business and financial information necessary to enable the
      party to evaluate the Assets for the purpose of submitting
      a competing offer for an Alternative Transaction.  The
      Debtors will make this access available during normal
      business hours as soon as reasonably practicable.  Parties
      interested in conducting due diligence should contact Josh
      Joseph at Hilco Real Estate, LLC, 5 Revere Drive, Suite
      320, Northbrook, Illinois 60062, Telephone (847) 714-1288,
      Facsimile (847) 714-1289.

   C. To be considered, each competing offer for an Alternative
      Transaction will:

      -- be irrevocable through the date of the closing of the
         Asset sale;

      -- be made by a party satisfying the conditions;

      -- be submitted in writing and delivered to:

           (i) WorldCom, Inc., Corporate Real Estate, 2400 North
               Glenville, Richardson, Texas 75082, Attn: Brian
               Trosper,

          (ii) Weil, Gotshal & Manges LLP, 767 Fifth Avenue, New
               York, New York 10153, Attn: Elliot L. Hurwitz,
               Esq., Sharon Youdelman, Esq. and Scott E. Cohen,
               Esq., counsel to the Debtors,

         (iii) Hilco Real Estate, LLC, 5 Revere Drive, Suite 320,
               Northbrook, Illinois 60062, Attn: Josh Joseph, and

          (iv) Akin Gump Strauss Hauer & Feld, LLP, 590 Madison
               Avenue, New York, New York 10022, Attn: Daniel
               Golden, counsel to the statutory committee of
               unsecured creditors,

         so as to be received not later than 12:30 p.m. New York
         City time, on May 12, 2003; and

      -- include:

           (i) A statement of the Competing Offeror's intent to
               bid at the Auction;

          (ii) A written agreement executed by the Competing
               Offeror, together with a copy of such agreement
               marked to show the specific modifications, if any,
               to the Agreement that the Competing Offeror
               requires;

         (iii) A purchase price for the Assets that exceeds the
               Purchase Price by at least $400,000;

          (iv) A $1,519,000 good faith deposit in cash or in
               other form of immediately available U.S. funds and
               a written commitment or other evidence acceptable
               to the Debtors of the Competing Offeror's ability
               to provide, in the event the offer ultimately is
               determined by the Debtors to be the Final Auction
               Offer, a further deposit in cash or other form of
               immediately available U.S. funds in the amount
               sufficient to bring the total amount of the
               Competing Offeror's deposit up to the amount that
               is equal to 10% of the gross purchase price
               proposed by the Competing Offeror within one
               business day after the Debtors have notified the
               Competing Offeror that its offer has been
               determined by the Debtors to be the Final Auction
               Offer; and

           (v) Evidence, acceptable to the Debtors, of the
               Competing Offeror's ability to consummate the
               transaction within three business days after the
               entry of a sale order.

   D. Competing offers will be unconditional and not contingent
      on any event, including, any due diligence investigation,
      the receipt of financing or the receipt of any further
      approval, including from any board of directors,
      shareholders or otherwise.

   E. The Debtors may, in their discretion, communicate prior to
      the Sale Hearing with any Competing Offeror, in which
      event, the Competing Offeror will provide to the Debtors,
      within one business day after the Debtors' request, any
      additional information reasonably required by the Debtors
      in connection with the evaluation of the Competing
      Offeror's offer.

   F. Prior to the Auction, the Debtors will evaluate DST's
      offer, as embodied in the Agreement, and any competing
      offers they have received and, after consultation with the
      Committee, will select the offer the Debtors determine to
      be the highest and best offer for the Assets.  In
      considering DST's Offer and competing offers, the Debtors
      will consider the value thereof to their estates, the
      changes to the Agreement required by the Competing Offeror,
      and the Competing Offeror's ability to finance, and timely
      consummate, its proposed Alternative Transaction.  If the
      Debtors do not receive any qualified competing offers
      satisfying the requirements, then the Debtors, in their
      sole discretion, may elect to forego the Auction, deem DST
      as the Successful Offeror and deem DST's offer for the sale
      of the Assets on the terms set forth in the Agreement as
      the Final Auction Offer.

   G. The Auction will be conducted by the Debtors or their
      representatives on invitation to DST and all qualified
      Competing Offerors that have submitted competing offers in
      accordance with these procedures, and will commence on
      May 14, 2003 at 10:00 a.m. New York City time at the
      offices of the Debtors' counsel, Weil, Gotshal & Manges
      LLP, 767 Fifth Avenue, New York, New York 10153.

   H. At the commencement of the Auction, the Debtors will
      announce the Initial Auction Offer.  All bids at the
      Auction will be increased therefrom, and thereafter made,
      in increments of no less than $100,000.  DST may submit
      competing offers without waiving its right to the Break-Up
      Fee in the event an Alternative Transaction is consummated
      with a Successful Offeror other than DST.  DST may not
      apply or credit any portion of the Break-Up Fee as a
      component of its Subsequent Offers.

   I. Following the conclusion of the Auction, and after
      consultation with the Committee, the Debtors will select
      the offer that they determine to be the highest and best
      offer for the Assets and will inform the party having
      submitted the Final Auction Offer and file with the Court a
      notice of the selection.  Within one business day after the
      Debtors notify the Successful Offeror, the Successful
      Offeror, whether or not the party is DST, will deliver the
      Remaining Deposit to the Debtors.  At the Sale Hearing, the
      Court will consider the Final Auction Offer for approval.

   J. Each Initial and Remaining Deposit will be maintained in
      an interest-bearing account and be subject to the Court's
      jurisdiction.  The Full Deposit, together with any interest
      paid, will be applied by the Debtors against the purchase
      price to be paid by the Successful Offeror at the closing
      of the transaction approved by the Court.  Promptly
      following the closing, each Initial Deposit submitted by a
      party other than a Successful Offeror, together with any
      interest paid, will be returned.

   K. In the event the Successful Offeror fails to consummate the
      transaction due to its breach of the terms of its agreement
      with the Debtors, the Successful Offeror's Full Deposit,
      together with any interest paid, will be forfeited to the
      Debtors and the Debtors may request authority to consummate
      a transaction with the Competing Offeror having submitted
      the next highest and best offer at the final price and
      terms bid by the Competing Offeror at the Auction, subject
      to the delivery by any Successful Offeror of the Remaining
      Deposit within one business day after notification by the
      Debtors.

   I. No offer will be deemed accepted unless and until it is
      approved by this Court.

The Debtors submit that the Auction Procedures provide a fair
and reasonable means of ensuring that the Assets are sold for
the highest and best offer attainable.  These procedures afford
potential purchasers a reasonable opportunity to investigate the
Assets and afford the Debtors requisite time to consider and
evaluate competing offers submitted.

The Sale Hearing will be held on May 20, 2003 at 10:00 a.m. New
York City Time.  Objections, if any, must:

     -- be in writing,

     -- state with particularity the nature and extent of the
        objector's interests in the Debtors and their estates and
        the grounds for these objections or other statements of
        position; and

     -- be filed with the Bankruptcy Court so as to be actually
        received by 4:00 p.m. New York City Time on May 15, 2003.
        (Worldcom Bankruptcy News, Issue No. 26; Bankruptcy
        Creditors' Service, Inc., 609/392-0900)


WYNDHAM INTL: HPT Terminates Occupancy & Operations at 15 Hotels
----------------------------------------------------------------
Hospitality Properties Trust (NYSE: HPT) has terminated Wyndham
International's (AMEX: WBR) occupancy and operations of 15
Summerfield hotels and that it is negotiating with WBR and other
parties concerning the operations of an additional 12 Wyndham
hotels.

HPT has two leases with WBR subsidiaries: one lease includes 15
Summerfield by Wyndham hotels located in eight states; the
second lease includes 12 Wyndham hotels located in eight states.
On April 1, 2003, WBR failed to pay rent due HPT under these
leases. The monthly rents are approximately $2.1 million/month
for 15 Summerfield hotels and $1.5 million/mo. for the 12
Wyndham hotels.

On April 2, 2003, HPT declared WBR in default of its lease
obligations. Simultaneously, HPT exercised its rights to retain
certain collateral security it held for the WBR lease
obligations, including security deposits of $33 million (which
were not escrowed) and capital replacement reserves totaling
about $7 million (which were previously escrowed).

Early Monday HPT terminated WBR's occupancy of the 15
Summerfield hotels. Thereafter, these 15 hotels are being
operated for HPT's account under a management agreement by
Candlewood Hotel Company (OTC: CNDL). CNDL leases other hotels
from HPT, but that separate lease is not affected by these
developments.

Commenting on the selection of CNDL to assume the operations of
the 15 Summerfield hotels, John G. Murray, president of HPT,
made the following statement: "Jack DeBoer, the CEO of
Candlewood, is generally regarded as the originator of the
extended stay hotel concept. Mr. DeBoer was one of the founders
of the Summerfield hotel business before the brand and
operations were sold to WBR. Hospitality Properties Trust
believes that Mr. DeBoer and his team are the ideal managers
capable of stabilizing and improving operations at these
hotels."

HPT and WBR are currently negotiating concerning continuation of
the Summerfield brand affiliation for these 15 hotels at least
for a transitional period. The new management contract between
HPT and CNDL is terminable upon 30 days notice. HPT stated that
it has not yet decided whether the best long-term affiliation
for these hotels is with the Summerfield brand and CNDL
management or with an alterative brand or manager. HPT has
determined that its interests may be served by stabilizing these
hotels and thereafter reconsidering these issues.

With regard to the lease for the 12 Wyndham hotels which WBR
defaulted on April 1, 2003, HPT and WBR have discussed terms for
WBR's continued occupancy of these hotels, but no agreement has
been achieved. Accordingly, HPT has begun discussions with a
stand-by manager for these hotels. HPT has not yet decided
whether to retain the Wyndham brand or to re-brand these 12
hotels.

Hospitality Properties Trust is a real estate investment trust
which owns 251 hotels located throughout the United States.

As reported in Troubled Company Reporter's April 4, 2003
edition, Wyndham International failed to pay the rent due on
April 1, 2003 to Hospitality Properties Trust (NYSE:HPT).

HPT owns 27 hotels that are leased to Wyndham under two
combination leases:

-- One lease for 15 Summerfield by Wyndham hotels requires
      minimum rent of $2,083,333/month.

-- A second lease for 12 Wyndham hotels requires minimum rent of
      $1,527,083/month.

HPT was holding security deposits for both leases totaling $33.3
million. The notice of default which HPT forwarded to Wyndham
earlier today announced that HPT will retain these deposits
against the damages it may incur under the leases for lost rent
or otherwise.


* Motley Rice LLC Launched by 51 Ness Motley Attorneys & Staff
--------------------------------------------------------------
Motley Rice LLC was founded Monday by 51 attorneys and hundreds
of staff who brought the Ness Motley law firm to national
prominence for its work in asbestos litigation, the state
attorneys general legal assault on Big Tobacco, the 9/11
families' action against terrorist financiers, and other complex
mass tort cases.

"We're fighting for justice under a different name but we remain
the same plaintiffs' powerhouse," said Motley Rice LLC senior
member Ron Motley, who is widely considered one of the nation's
premier trial attorneys.

"Our 51 attorneys and hundreds of staff continue to comprise the
greatest collection of legal talent and expertise of any
plaintiffs' firm in the country," said Motley Rice LLC senior
member Joseph F. Rice, known for his pivotal role in crafting
the largest civil settlement in history -- the tobacco
companies' 1998 agreement to pay the states more than $250
billion.

"For anyone harmed by the wrongful actions of others, from the
9/11 families to workers exposed to asbestos to senior citizens
abused in nursing homes, Motley Rice LLC offers the same
unmatched resources, experience and tenacity that Ness Motley
provided," Rice said. "Our skill, innovation, hard work,
capacity, and record of results stand second to none, as does
our ability to manage complex national litigation and assist
local counsel in individual cases."

Today's action is a natural outgrowth of Ness Motley's evolution
in building a unique focus on highly-challenging, complicated
litigation. "The name of our firm reflects what we have
achieved, where we stand today, and where we are going in the
future," said Motley, who received the Campaign for Tobacco-Free
Kids' Champion Award in 1999 and was named 1998 National Trial
Lawyer of the year by the 50,000 trial attorney membership of
the Association of Trial Lawyers of America. "As always, at
Motley Rice LLC, no challenge is too large, no client too small,
no opponent too powerful, and no case too tough. We will
continue empowering thousands of hardworking men and women
injured by the wrongdoing of others to have their day in Court."

Motley Rice LLC litigates cases and assists a vast national
network of co- counsel in the areas of asbestos/mesothelioma,
nursing home abuses, terrorism, pharmaceuticals, medical
devices, lead poisoning, tobacco, defective products, healthcare
fraud, consumer fraud, bankruptcy, railroad injuries,
whistleblower protection, exposure to toxic substances, and
other mass torts.

Motley Rice LLC serves its clients and helps co-counsel with the
full range of legal and trial services. These include building
the legal and evidentiary case, conducting discovery, deposing
witnesses, developing litigation strategies, crafting strong and
often-innovative settlements, and prosecuting vigorously in
Court.

Headquartered in the same Mt. Pleasant, S.C., office building
previously occupied by Ness Motley, Motley Rice LLC also has
offices in Barnwell, S.C., New Orleans, La., and Providence,
R.I.


* Meetings, Conferences and Seminars
------------------------------------
April 28-29, 2003
    AMERICAN CONFERENCE INSTITUTE
       Credit Derivatives
          Waldorf Astoria, New York
             Contact: 1-888-224-2480 or 1-877-927-1563
                      http://www.americanconference.com

April 29, 2003
    NEW YORK INSTITUTE OF CREDIT
       Corporate Governance Luncheon
          Contact: 212-629-8686; fax 212-629-7788;
                   info@nyic.org

May 1-3, 2003
    ALI-ABA
       Chapter 11 Business Organizations
          New Orleans
             Contact: 1-800-CLE-NEWS or http://www.ali-aba.org

May 8-10, 2003
    ALI-ABA
       Fundamentals of Bankruptcy Law
          Seattle
             Contact: 1-800-CLE-NEWS or http://www.ali-aba.org

May 14, 2003
    NEW YORK INSTITUTE OF CREDIT
       Factoring Panel Luncheon
          Contact: 212-629-8686; fax 212-629-7788;
             info@nyic.org

June 4, 2003
    NEW YORK INSTITUTE OF CREDIT
       24th Credit Smorgasbord
          Contact: 212-629-8686; fax 212-629-7788;
             info@nyic.org

June 19-20, 2003
    RENAISSANCE AMERICAN MANAGEMENT, INC. & BEARD GROUP
       Corporate Reorganizations: Successful Strategies for
         Restructuring Troubled Companies
            The Fairmont Hotel Chicago
               Contact: 1-800-726-2524 or fax 903-592-5168 or
                        ram@ballistic.com

June 26-29, 2003
    NORTON INSTITUTES ON BANKRUPTCY LAW
       Western Mountains, Advanced Bankruptcy Law
          Jackson Lake Lodge, Jackson Hole, Wyoming
             Contact: 1-770-535-7722
                      or http://www.nortoninstitutes.org

July 10-12, 2003
    ALI-ABA
       Partnerships, LLCs, and LLPs: Uniform Acts, Taxation,
          Drafting, Securities, and Bankruptcy
             Eldorado Hotel, Santa Fe, New Mexico
                Contact: 1-800-CLE-NEWS or http://www.ali-aba.org

December 3-7, 2003
    AMERICAN BANKRUPTCY INSTITUTE
       Winter Leadership Conference
          La Quinta, La Quinta, California
             Contact: 1-703-739-0800 or http://www.abiworld.org

April 15-18, 2004
    AMERICAN BANKRUPTCY INSTITUTE
       Annual Spring Meeting
          J.W. Marriott, Washington, D.C.
             Contact: 1-703-739-0800 or http://www.abiworld.org

December 2-4, 2004
    AMERICAN BANKRUPTCY INSTITUTE
       Winter Leadership Conference
          Marriott's Camelback Inn, Scottsdale, AZ
             Contact: 1-703-739-0800 or http://www.abiworld.org

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday.  Submissions via
e-mail to conferences@bankrupt.com are encouraged.

                           *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices
are obtained by TCR editors from a variety of outside sources
during the prior week we think are reliable.  Those sources may
not, however, be complete or accurate.  The Monday Bond Pricing
table is compiled on the Friday prior to publication.  Prices
reported are not intended to reflect actual trades.  Prices for
actual trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy
or sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies
with insolvent balance sheets whose shares trade higher than $3
per share in public markets.  At first glance, this list may
look like the definitive compilation of stocks that are ideal to
sell short.  Don't be fooled.  Assets, for example, reported at
historical cost net of depreciation may understate the true
value of a firm's assets.  A company may establish reserves on
its balance sheet for liabilities that may never materialize.
The prices at which equity securities trade in public market are
determined by more than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged. Send announcements to
conferences@bankrupt.com.

Bond pricing, appearing in each Thursday's edition of the TCR,
is provided by DebtTraders in New York. DebtTraders is a
specialist in global high yield securities, providing clients
unparalleled services in the identification, assessment, and
sourcing of attractive high yield debt investments. For more
information on institutional services, contact Scott Johnson at
1-212-247-5300. To view our research and find out about private
client accounts, contact Peter Fitzpatrick at 1-212-247-3800.
Real-time pricing available at http://www.debttraders.com/

Each Friday's edition of the TCR includes a review about a book
of interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911. For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published by
Bankruptcy Creditors' Service, Inc., Trenton, NJ USA, and Beard
Group, Inc., Washington, DC USA. Yvonne L. Metzler, Bernadette
C. de Roda, Donnabel C. Salcedo, Ronald P. Villavelez and Peter
A. Chapman, Editors.

Copyright 2003.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without
prior written permission of the publishers.  Information
contained herein is obtained from sources believed to be
reliable, but is not guaranteed.

The TCR subscription rate is $675 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.

                 *** End of Transmission ***