TCR_Public/030502.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

                Friday, May 2, 2003, Vol. 7, No. 86

                           Headlines

ABN AMRO: Fitch Rates Series 2003-5 Class B-3 and B-4 at BB/B
ADELPHIA BUS.: Exclusivity Extension Hearing Continues on June 3
ADELPHIA COMMS: Earns Okay to Hire Grubb & Ellis as Consultants
ADVANCED VEHICLE: Files For Chapter 11 Relief in Tennessee
ADVANCED VEHICLE SYSTEMS: Voluntary Chapter 11 Case Summary

AES: IURC Issues Order re IPL's Petition for Reconsideration
AGWAY: Seeking Court Nod to Employ Ordinary Course Professionals
AIR CANADA: Targets $770 Million Labor/Management Cost Reduction
AIR CANADA: Laurentian Bank Discloses $19-Mill. Credit Exposure
ALLEGIANCE TELECOM: Continues Balance Sheet Workout Discussions

ALLEGIANCE TELECOM: Fitch Cuts Sr Debt & Facilities Ratings to C
ALLIANCE CAPITAL: Fitch Junks Class B Notes Rating at C
AMERICAN TOWER: First-Quarter Net Loss Totaled $91.6 Million
ANKER COAL: Files Plan of Reorganization & Disclosure Statement
AVAYA INC: Lenders Relaxes Financial Covenants Under Credit Pact

AVISTA: Q1 2003 Results Show "Back-to-Basics" Plan is On Track
BUDGET GROUP: Court Extends Plan Filing Exclusivity Until June 2
CALPINE: Sells Interest in 115-Megawatt King City Power Plant
CASCADES: Names Alain Lemaire New Pres/CEO & Reports Q1 Earnings
CHAMPIONLYTE HOLDINGS: Eliminates 80% of Past Due Liabilities

COMDISCO INC: Sells German Leasing Subsidiary to Comprendium
COMDISCO INC: Sues Scale Eight to Recover $2.8-Million Property
CONSECO FINANCE: Court Okays Much Shelist as Committee's Counsel
CONSECO INC: Committee Asks Court to Quash TOPrS' Subpoenas
CROWN CASTLE: Declares Quarterly Preferred Share Dividend

CSC HOLDINGS: Fitch Assigns Low-B Initial Debt and Pref. Ratings
DAW TECHNOLOGIES: Taps Madson & Metcalf as Patent and IP Counsel
DIRECTV: Bankruptcy Court Issues Supplemental Interim DIP Order
ENRON: EESI Unit Sues Int'l Business Machines to Recoup $11 Mil.
ENTROPIN INC: Fails to Meet Nasdaq Minimum Listing Requirement

FAIRBANKS CAPITAL: S&P Cuts Servicer Rankings to "Below Average"
FEDERAL-MOGUL: Claim Classification & Treatment Under Joint Plan
FLEMING COMPANIES: Hires Kirkland & Ellis as Lead Counsel
FMC CORP: Reports Weaker Performance for First Quarter 2003
GLOBAL CROSSING: National Security Issues Send Hutchison Home

GLOBAL CROSSING: ST Telemedia Increases Investment by $125 Mill.
GMACM MORTGAGE: Fitch Rates Series 2003-J3 Class B-2 Notes at B
HAWAIIAN AIRLINES: ILFC Agrees to Restructure Aircraft Leases
HAYES LEMMERZ: Court Okays Bayard as Committee's Special Counsel
HOST MARRIOTT: Red Ink Continued to Flow in First Quarter 2003

INTEGRATED HEALTH: Court Approves Richard Masso Settlement Pact
ISTAR: S&P Takes Prelim. Rating Actions on Series 2003-1 Bonds
IT GROUP: Asks Court to Further Extend Plan Filing Exclusivity
LEAP WIRELESS: Secures Court Injunction against Utility Cos.
LIBERTY MEDIA: Offering $1 Billion of Ten-Year Senior Notes

LTV: Court Clears Settlement Agreement with Baker Environmental
MAGELLAN HEALTH: Wins Court Approval of Equity Commitment Letter
MASSEY ENERGY: 1st Quarter 2003 Results Show Weaker Performance
METROMEDIA INTL: Pays Senior Notes' Interest Within Grace Period
MONUMENT CAPITAL: Fitch Affirms B Rating on Class B Notes

MOSAIC GROUP: Delays Filing of Financial Statements for 2002
NAAC ALT: Fitch Rates Ser. 2003-A1 Class B-3 & B-4 Notes at BB/B
NAT'L CENTURY: US Trustee Balks at Carlile Patchen's Engagement
NEXTERA ENTERPRISES: First Quarter Results in Line with Forecast
NORSKE SKOG: Battles Tough Markets but Cuts Losses for Q1 2003

NORTHWEST AIRLINES: Pilots Develop Strategy to Secure Viability
NORTHWESTERN CORP: President & CEO Richard R. Hylland Resigns
OGLEBAY NORTON: March 31 Working Capital Deficit Tops $182 Mill.
ORLANDO PREDATORS: Voluntarily Delists Shares from Nasdaq SCM
PAC-WEST TELECOMM: First Quarter 2003 Net Loss Widens to $10MM

PACIFICARE HEALTH: Reports Improved First Quarter 2003 Results
POLAROID CORP: Court Okays Pachulski as Examiner's Co-Counsel
RATEXCHANGE CORP: March 31 Balance Sheet Upside-Down by $6 Mill.
READER'S DIGEST: S&P Places BB+ Credit Rating on Watch Negative
RELIANCE INS.: Committees Ink Insurance Commissioner Settlement

SAFETY-KLEEN CORP: Confirmation Hearing Reset to August 1, 2003
SOUTH STREET CBO: S&P Ratchets Ratings on 4 Ser. 1999-1 Classes
SPECTRULITE: Gets Final Okay to Obtain $3.75 Million Financing
TYCO INT'L: Red Ink Continued to Flow in Fiscal Second Quarter
UNITED AIRLINES: Pilots' Union Applauds Workout Agreement

UNITED AIRLINES: Wants Nod for Wage and Work Rule Agreements
UNITED AIRLINES: Court Makes Clarification to Bar Date Order
VALLEY HEALTH: Liquidity Concerns Spurs B+ Revenue Bonds Rating
VISHAY INTERTECH: Moody's Drops Sub. Debt Rating to B3 from Ba1
VISHAY INTERTECHNOLOGY: Responds to Moody's Ratings Downgrades

WADE COOK: Trustee Signs-Up Murphy to Auction Debtors' Assets
WORLDCOM INC: Disclosure Statement Hearing Set for May 19, 2003
WORLDCOM INC: Secures Approval of DC Arena Settlement Agreement

* Chapman and Cutler and Gnazzo Thill Combine Forces
* David Y. Ying Joins Miller Buckfire Lewis as Fourth Partner
* LeBoeuf Adds Stephen Best and George Ellard to D.C. Office

* BOOK REVIEW: FROM INDUSTRY TO ALCHEMY: Burgmaster,
                A Machine Tool Company

                           *********

ABN AMRO: Fitch Rates Series 2003-5 Class B-3 and B-4 at BB/B
-------------------------------------------------------------
ABN AMRO Mortgage Corporation's multi-class mortgage pass-
through certificates, series 2003-5, classes A-1 through A-31,
A-X, A-P, IIA-1 through IIA-5, IIA-X, IIA-P and R ($685.4
million) are rated 'AAA' by Fitch Ratings. Additionally, Fitch
rates class M ($7.4 million) 'AA', class B-1 ($3.5 million) 'A',
class B-2 ($2.1 million) 'BBB-', class B-3 ($1.1 million) 'BB'
and class B-4 ($701,163) 'B'.

The 'AAA' rating on the class A senior certificates reflects the
2.25% subordination provided by the 1.05% class M certificates,
0.50% class B-1 certificates, 0.30% class B-2 certificates,
0.15% privately offered class B-3 certificates, 0.10% privately
offered class B-4 certificates and 0.15% privately offered class
B-5 certificates (not rated by Fitch). Classes M, B-1, B-2, B-3
and B-4 are rated 'AA', 'A', 'BBB-', 'BB' and 'B', respectively,
based on their respective subordination.

Fitch believes the amount of credit enhancement will be
sufficient to cover credit losses, including limited bankruptcy,
fraud and special hazard losses. The ratings also reflect the
high quality of the underlying collateral originated by ABN AMRO
Mortgage Group, Inc., the integrity of the legal and financial
structures and the servicing capabilities of AAMG (rated 'RPS2+'
by Fitch).

The mortgage pool consists of recently originated, 30-year and
15-year fixed-rate mortgage loans that are segregated into two
groups. The two mortgage pools will be cross-collateralized.

The 30-year mortgages in group I, with an aggregate principal
balance of $497,163,225, are secured by one- to four-family
residential properties located primarily in California (49.25%),
New York (6.09%), and Illinois (5.34%). The weighted average
original loan to value ratio of the pool is approximately
67.88%. Approximately 2.45% of the mortgage loans have an OLTV
greater than 80%. The weighted average coupon of the 30-year
loans is 6.019%. The weighted average remaining term is 358
months. The weighted average FICO score is 741.

The 15-year mortgages in group II, with an aggregate principal
balance of $203,999,848, are secured by one- to four-family
residential properties located primarily in California (49.94%),
Florida (7.05%), and Texas (4.79%). The weighted average OLTV of
the pool is approximately 56.62%. Approximately 0.40% of the
mortgage loans have an OLTV greater than 80%. The weighted
average coupon of the 15-year loans is 5.410%. The weighted
average remaining term is 179 months. The weighted average FICO
score is 750.


None of the mortgage loans originated in the state of Georgia
are high cost or are governed under the Georgia Fair Lending
Act.

AAMG originated all of the loans. JP Morgan Chase Bank will
serve as trustee. AMAC, a special purpose corporation, deposited
the loans into the trust, which then issued the certificates.
For federal income tax purposes, the offered certificates will
be treated as ownership of debt.


ADELPHIA BUS.: Exclusivity Extension Hearing Continues on June 3
----------------------------------------------------------------
The hearing on Adelphia Business Solutions, Inc., and
its debtor-affiliates' request to extend their Exclusive Periods
to (a) file a plan of reorganization and b) solicit acceptances
of that plan is continued to June 3, 2003.  Accordingly, the
Debtors' exclusive periods are extended until the conclusion of
that hearing. (Adelphia Bankruptcy News, Issue No. 33;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


ADELPHIA COMMS: Earns Okay to Hire Grubb & Ellis as Consultants
---------------------------------------------------------------
Adelphia Communications and its debtor-affiliates obtained
permission from the Court to employ Grubb & Ellis Company to
provide real estate consulting services, nunc pro tunc to
February 14, 2003.

Grubb & Ellis will continue assisting the ACOM Debtors with the
management and evaluation of their real estate portfolio and the
renegotiation of certain of their leases.  Grubb & Ellis and its
senior professionals have an excellent reputation for providing
high quality real estate advisory services to their clients.

As part of their efforts to manage and analyze their real estate
portfolio more effectively, the ACOM Debtors intend to create
and manage a database of all of their leased and owned
properties, evaluate their real estate portfolio in light of
current market conditions and identify certain leases for either
rejection or renegotiation.  The ACOM Debtors require the
assistance of Grubb & Ellis to perform these tasks effectively
and efficiently.

Pursuant to the Engagement Letter, Grubb & Ellis will be:

   A. abstracting the documentation relating to the Debtors'
      leased and owned properties, creating a database of
      information, transitional management of the database and
      training the Debtors' employees in the use of the database;

   B. evaluating the Debtors' real estate portfolio in light
      of current market conditions;

   C. identifying leases for rejection or renegotiation;

   D. negotiating and preparing, with the assistance of the
      Debtors' counsel, proposed lease amendments; and

   E. providing any other related consulting services as mutually
      agreed on by the parties.

Grubb & Ellis is entitled to these forms of compensation for its
services pursuant to the Engagement Letter:

   A. For each lease or parcel of real property abstracted into a
      real property administration database, a $275 per location
      fee;

   B. To assist the Debtors in deciding which leases are
      candidates for renegotiation, for each lease compared to
      market rent, a fee not to exceed $250 per location.  After
      a location is qualified and approved by the Debtors for
      lease renegotiation, a fee not to exceed $750 for a full
      mark to market report to assist the Debtors in establishing
      comparable parameters for the renegotiation;

   C. For each successfully renegotiated lease, a success fee of
      10% of the total occupancy cost savings, with all savings
      discounted to net present value at 7% interest;

   D. If requested by the Debtors, for real property
      administration after the real property administration
      transfer date, a fee not to exceed $24 per active real
      property lease per month and $15 per tower lease per month,
      with a minimum of 2,000 leases;

   E. For any additional related consulting services in
      subsequent phases, hourly rates not to exceed $275 per
      hour; and

   F. The Debtors will reimburse the Firm for all reasonable out-
      of-pocket expenses.

The Debtors estimate that the cost of the program to develop the
database and evaluate their real estate properties will be
between $750,000 and $1,300,000.  This estimate does not include
the costs associated with lease renegotiations.  The Debtors
estimate that these costs will be more than covered by the
savings from the negotiations. (Adelphia Bankruptcy News, Issue
No. 33; Bankruptcy Creditors' Service, Inc., 609/392-0900)

Adelphia Communications' 10.875% bonds due 2010 (ADEL10USR1) are
trading at about 49 cents-on-the-dollar, says DebtTraders. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=ADEL10USR1
for real-time bond pricing.


ADVANCED VEHICLE: Files For Chapter 11 Relief in Tennessee
----------------------------------------------------------
Advanced Vehicle Systems Inc., the Chattanooga, Tennessee-based
firm that has made electric buses since 1993, filed a chapter 11
bankruptcy on Monday, chattanoogan.com reported. The company
said it would continue to operate during the reorganization.
Company officials said recently they had asked creditors to
cooperate as the firm sought to deal with financial troubles.
The firm had been under new management as Chairman Joe Ferguson
recently retired. Jerry Graves, the new AVS president, said,
"The filing was necessary due to current financial conditions
and in order to restructure the company and continue as a
viable, ongoing business." (ABI World, Apr. 30)


ADVANCED VEHICLE SYSTEMS: Voluntary Chapter 11 Case Summary
-----------------------------------------------------------
Debtor: Advanced Vehicle Systems, Inc.
         7801 Lee Highway
         Chattanooga, Tennessee 37421

Bankruptcy Case No.: 03-12882

Type of Business:  Started in 1992, AVS is the largest
                    manufacturer of battery-powered buses
                    nationally.  In October, 2002, AVS employed
                    120 people and talked about expansion plans.
                    See http://www.avsbus.com/

Chapter 11 Petition Date: April 25, 2003

Court: Eastern District Of Tennessee (Chattanooga)

Judge: John C. Cook

Debtor's Counsel: Richard C. Kennedy
                   Kennedy, Koontz & Farinash
                   320 N. Holtzclaw Avenue
                   Chattanooga, TN 37404
                   Tel: 423-622-4535


AES: IURC Issues Order re IPL's Petition for Reconsideration
------------------------------------------------------------
On February 12, 2003, the Indiana Utility Regulatory Commission
(IURC) issued an Order in connection with a petition filed by
Indianapolis Power & Light Company (IPL), the regulated utility
subsidiary of AES Corporation's utility subsidiary IPALCO
Enterprises, Inc., for approval of its financing program,
including the issuance of additional long-term debt.

The Order approved the requested financing but set forth a
process whereby IPL must file a report with the IURC, prior to
declaring or paying a dividend, that sets forth (1) the amount
of any proposed dividend, (2) the amount of dividends
distributed during the prior twelve months, (3) an income
statement for the same twelve-month period, (4) the most recent
balance sheet, and (5) IPL's capitalization as of the close of
the preceding month, as well as a pro forma capitalization
giving effect to the proposed dividend, with sufficient detail
to indicate the amount of unappropriated retained earnings. If
within twenty (20) calendar days the IURC does not initiate a
proceeding to further explore the implications of the proposed
dividend, the proposed dividend will be deemed approved. The
Order stated that such process should continue in effect during
the term of the financing authority, which expires December 31,
2006.

On February 28, 2003, IPL filed a petition for reconsideration,
or in the alternative, for rehearing with the IURC. This
petition sought clarification of certain provisions of the
Order. In addition, the petition requested that the IURC
establish objective criteria in connection with the reporting
process related to IPL's long term debt capitalization ratio.

On April 16, 2003, the IURC issued its Order in response to
IPL's petition for reconsideration. The IURC declined to provide
objective criteria relating to the dividend reporting process,
and did not set a definitive time frame within which an
investigation of a proposed dividend would be concluded. The
IURC did make certain requested clarifications and corrections
with regard to the Order, including the following: (1) the
dividend reporting process applies only to dividends on IPL's
common stock, not on its preferred stock; (2) a confidentiality
process is established to maintain confidentiality of
information filed under the dividend reporting process until
such information has been publicly released and is no longer
confidential; (3) dividends are not to be paid until after the
twenty calendar days have passed, or the Commission approves the
dividend after initiating a proceeding to explore the
implications of a proposed dividend; and (4) certain technical
corrections.

IPL has filed three reports with the IURC under the dividend
reporting process. The IURC did not initiate any proceeding in
response to the first two reports and they were deemed approved
after twenty days had elapsed. The twenty calendar day reporting
period for the third filing began on April 23, 2003, the day the
third filing was made with the IURC, and thus remains pending.
AES continues to believe that IPL will not be prevented from
paying future dividends in the ordinary course of prudent
business operations.

On March 14, 2003 IPL filed a Notice of Appeal of the IURC
Order, as amended, in the Indiana Court of Appeals.

As reported in Troubled Company Reporter's Monday Edition,
Standard & Poor's Ratings Services assigned its 'B+' rating to
the AES Corp.'s proposed $1 billion second priority senior
secured notes due 2013.

Proceeds from the notes would be used to repay $475 million of
AES' senior secured bank facility, to fund an open-market tender
for outstanding bonds, and to fund up to $250 million for
general corporate purposes. The completion of the tender is
contingent upon the success of the second lien note issuance. An
amendment to AES' senior secured bank facility that was
necessary to move forward with the transaction has been
obtained. The new notes will share in the collateral provided to
the senior secured bank loan and senior secured exchange notes
issued in December 2002, but on a second priority basis. The
collateral package consists of 100% of AES' equity interests in
its domestic businesses, 65% of the equity in its foreign
businesses and certain intercompany loans, notes, and accounts
receivable.

AES Corporation's 10.250% bonds due 2006 (AES06USR1) are trading
at about 74 cents-on-the-dollar, says DebtTraders. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=AES06USR1for
real-time bond pricing.


AGWAY: Seeking Court Nod to Employ Ordinary Course Professionals
----------------------------------------------------------------
Agway, Inc., and its debtor-affiliates ask the U.S. Bankruptcy
Court for the Northern District of New York for authority to
employ lawyers and collection agencies in the ordinary course of
their business for purposes of collecting outstanding accounts
receivable without the submission of separate employment motions
and the issuance of separate retention orders for each such
individual professional.

The Debtors wish to pay the ordinary course professionals 100%
of the fees and disbursements incurred upon the submission of an
appropriate invoice setting forth in reasonable detail the
nature of the services rendered and disbursements actually
incurred, subject to these limits:

      a) $30,000 per month per Ordinary Course Professional or

      b) $300,000 per month, in the aggregate, for all Ordinary
         Course Professionals.

Although certain of the Ordinary Course Professionals may hold
unsecured claims against the Debtors for prepetition services
rendered to the Debtors, the Debtors do not believe that any of
the Ordinary Course Professionals has an interest adverse to the
Debtors, their creditors, or other parties-in-interest on the
matters for which they would be employed, and thus, all of the
Ordinary Course Professionals proposed to be retained meet the
special counsel retention requirement under section 327(e) of
the Bankruptcy Code.

The Debtors desire to continue to employ the Ordinary Course
Professionals to render services to their estates similar to
those services rendered prior to the Commencement Date. These
professionals provide advice and legal services to the Debtors
in connection with the collection of the Debtors' accounts
receivable generated by the Agronomy Business, the Seedway
Business, FCI and the Feed business group.

It is essential that the employment of the Ordinary Course
Professionals, the majority of whom are already familiar with
the Debtors' affairs, be continued on an ongoing basis so as to
avoid disruption of the Debtors' collection efforts. This is
especially true given the nature of collection actions, the
tendency of recovery potential to diminish as accounts age, and
the likelihood that the existing professionals could and would
assert charging liens against the files.

The Debtors submit that the employment of the Ordinary Course
Professionals and the payment of compensation are in the best
interest of their estates and their creditors. This will
significantly save the estates the substantial expenses
associated with filing separate motions seeking authority to
employ these professionals.

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.


AIR CANADA: Targets $770 Million Labor/Management Cost Reduction
----------------------------------------------------------------
Air Canada provides the following update on the airline's
restructuring under the Companies' Creditors Arrangement Act:

                    Discussions with Unions

The company met with representatives of each of the unions
representing employees at the mainline carrier to provide an
overview of certain highlights of a preliminary business plan
for a restructured Air Canada which is subject to further
development and approval by Air Canada's Board of Directors in
mid-May.

                    Overview of Presentation

The presentation gave a general overview of the overall revenue
environment for the airline and the industry, which continues to
be under tremendous pressure and also served as a basis for the
request for immediate relief measures pending negotiations of
new labor agreements.

Following on the impact of the war with Iraq, SARS continues to
have a significant impact, not only on Asian routes but also on
the airline's entire network and in particular its Toronto hub.
In view of the deteriorating revenue outlook going forward and
other factors, the Company's financial advisors have estimated
the aggregate improvement required to the Company's operating
results on a consolidated basis to be approximately $2.4 billion
annually to ensure a sustainably profitable and financeable
entity. This is targeted to be achieved through the following
revenue and cost improvements in the restructuring plan:

     - Product Strategy - Reposition the airline to provide a
       high frequency/simplified product, offering customers
       enhanced value and service.

     - Fleet - Re-gauge the fleet to support a revised
       domestic/transborder network and revenue model; introduce
       new aircraft with 70 to 110 seats using competitive work
       rules and pay rates.

     - Operating costs - Reduce operating and financial costs to
       achieve sustained profitability and fund new, smaller
       gauge aircraft critical to the plan's success. This will
       include labor cost reductions, renegotiation of operating
       leases to current market rates and other cost reduction
       initiatives in areas such as product distribution
       resulting from technological advances.

     - Liquidity - Adequate to repay, upon exit, any portion of
       the DIP loan from General Electric Capital Canada Inc. and
       the CIBC/ Aerogold facility, establish an appropriate
       level of liquidity upon emergence from CCAA and finance
       the fleet changes.

     - Corporate Structure - Reorganize the corporate structure
       to have each business unit be competitive and self-
       sustaining as stand-alone entities and as a means of
       attracting equity and debt financing.

      Labor/Management cost reduction target of $770 million
                 (before benefits improvements)

The presentation outlined a revised overall labor/management
cost saving requirement of $770 million (before benefits
improvements) at the mainline carrier as an element of the $2.4
billion annual improvement required to consolidated operating
results post-restructuring. This represents an increase over a
previously stated requirement of $650 million in cost savings as
it reflects a deteriorated revenue environment and the product
and fleet modifications contemplated in the new business model.

The Company also reviewed with the unions the situation
regarding the pension deficit and outlined its objectives
including:

     -    Reducing solvency deficits to a manageable level,

     -    Making employer contributions more certain; thereby
          eliminating volatility, and

     -    Providing Plan members with pension benefits greater
          than they would receive in the event of pension plan
          termination.

The Company also outlined at a high level some alternatives that
could achieve these objectives, including:

         1) Reducing the benefit formula and maximum pensions by
            10%;

         2) Increasing early retirement to age 60 with a
            reduction of 4% per year (vs. current 3% per year
            before age 55); and

         3) Changing the Final Average Earnings from 36 months to
            60 months.

This would improve the solvency ratio by approximately 15% and
would thereby reduce the solvency deficit. In addition, the
Company discussed as an option going forward a defined
contribution plan providing certainty of company contributions.

The following timelines were proposed to achieve cost reduction
objectives:

     - May 1    Discussion of immediate relief measures with Air
                Canada unions

     - May 5    Commencement of financial due diligence;
                distribution of presentation to Unions' financial
                advisors; start of labor negotiations at mainline

     - May 6    Presentation of Restructuring Plan highlights,
                discussion of immediate relief measures and start
                of negotiations with Jazz unions

     - May 26   Target date for completion of labour negotiations

     - June 15  Deadline for ratification and execution of
                Memorandums of Understanding

     - June 30  Implementation of all labour cost savings

"The overview of the elements of our restructuring plan outlined
[Wednes]day to union representatives should be viewed as a basis
to commence meaningful discussions with stakeholders rather than
as a final plan," said Calin Rovinescu, Chief Restructuring
Officer. "The increased labour/management cost reduction target
of $770 million (before benefits improvements) is a reflection
of both the current deteriorated revenue environment and the
consequential reduction in capacity going forward. While some
form of salary reductions will be required, in recognition of
the personal difficulties these impose on our employees, the
company will  focus on obtaining the maximum cost savings
through work rule changes and other productivity enhancements.
We are confident the union leadership shares our view that
failure to restructure Air Canada is not an option," he said.

         Extension of Onex Corporation's Exclusive Rights
                    to Negotiate Agreement

Air Canada has agreed to further extend Onex Corporation's
exclusive right to negotiate a definitive agreement relating to
Onex's proposed acquisition of a 35 per cent interest in
Aeroplan from Air Canada until May 31, 2003.


AIR CANADA: Laurentian Bank Discloses $19-Mill. Credit Exposure
---------------------------------------------------------------
Laurentian Bank of Canada is issuing the following statement on
its exposure to the aerospace sector.

Laurentian Bank's exposure to the aerospace sector is shown in
the accompanying table. Total outstanding loans and bankers'
acceptances to this sector were approximately $39 million as at
April 30, 2003, which amounts to 1.8% of the Bank's total
Commercial loans and bankers' acceptances as at January 31,
2003. The Bank has authorized total credits of approximately $67
million to this sector as of the end of the second quarter of
2003.

As part of its aerospace sector exposure, the Bank has a total
credit exposure to Air Canada of $19 million as a minority
participant of a lending syndicate. Following the recent filing
by Air Canada under the Companies' Creditors Arrangement Act,
the Bank has classified the loan as impaired during the second
quarter of 2003. Based on the limited information available at
this date, the Bank has increased its second quarter 2003
provision for credit losses by an additional $5 million.
Laurentian Bank will continue to monitor the situation closely
as events unfold. Other than the Air Canada exposure, there are
no other impaired loans in the aerospace sector as at April 30,
2003.

The Bank's financial results for the second quarter ended
April 30, 2003 will be released on May 29, 2003.

Founded in 1846, Laurentian Bank ranks seventh among Canadian
Schedule I banks, with assets of over $18 billion. The Bank
offers highly competitive products and superior personalized
service to meet the banking and financial needs of individuals,
businesses and independent financial advisors. The Bank's common
shares are traded on the Toronto Stock Exchange (stock symbol:
LB).


ALLEGIANCE TELECOM: Continues Balance Sheet Workout Discussions
---------------------------------------------------------------
Allegiance Telecom, Inc. (Nasdaq: ALGX), a leading national
local exchange carrier, and its lenders are continuing their
negotiations on recapitalizing Allegiance's balance sheet, and
that such lenders have agreed to forbear from accelerating their
loans or exercising their remedies until May 15, 2003. As part
of the forbearance agreement, Allegiance will make a principal
payment of $5 million to the consortium of banks that have
loaned the Company approximately $471 million of senior secured
credit facilities. Allegiance will continue business as usual,
providing quality telecommunications services in its 36 markets
across the United States.

On November 27, 2002, in recognition of the downward change in
the economic environment and the need for the Company's business
to focus on profitability instead of high revenue growth,
Allegiance and its senior lenders amended the Company's senior
credit agreement. Under this interim amendment, among other
things Allegiance agreed to reduce its total indebtedness, which
under the terms of the amendment was to be reduced from the
current $1.2 billion level to $645 million by April 30, 2003.

Although Allegiance continues negotiating with its lenders to
reduce its debt, the Company has not reduced its debt to the
$645 million level by April 30, 2003, and as a result of this
and other events, there is an event of default under the
Company's senior credit agreement.

Allegiance also announced that it expects to report its
financial results for the quarter ending March 31, 2003, on or
before May 15, 2003.

Allegiance Telecom -- http://www.algx.com-- is a facilities-
based national local exchange carrier headquartered in Dallas,
Texas. As a leader in competitive local service for medium and
small businesses, Allegiance offers "One source for business
telecom(TM)" -- a complete telecommunications package, including
local, long distance, international calling, high-speed data
transmission and Internet services and a full suite of customer
premise communications equipment and service offerings.
Allegiance serves 36 major metropolitan areas in the U.S. with
its single source approach. Allegiance's common stock is traded
on the Nasdaq National Market under the symbol ALGX.

Allegiance Telecom's 12.875% bonds due 2008 (ALGX08USR2) are
trading at about 23 cents-on-the-dollar, says DebtTraders. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=ALGX08USR2
for real-time bond pricing.


ALLEGIANCE TELECOM: Fitch Cuts Sr Debt & Facilities Ratings to C
----------------------------------------------------------------
Fitch Ratings downgraded Allegiance Telecom's 11-3/4% senior
discount notes due 2008 and 12-7/8% senior notes due 2008 to 'C'
from 'CC' and its $500 million secured credit facilities to 'C'
from 'CC'. The 'C' rating indicates that default of some kind
appears imminent.

The ratings downgrade reflects Fitch's belief that Allegiance
will have great difficulty reducing its debt levels to meet the
requirements of an amended credit agreement, which required the
company to reduce total indebtedness to $645 million from $1.2
billion by April 30, 2003. In November 2002, the company reached
an agreement with its creditors modifying some of the terms of
its $500 million senior secured credit facility. Under the
agreement, Allegiance received a waiver of its existing
financial covenants through April 30, 2003 and replaced them
with a free cash flow from operations covenant and a leverage
covenant. The leverage covenant stated that Allegiance must
reduce its total indebtedness to $645 million from $1.2 billion
by April 30, 2003. On April 30, 2003, Allegiance announced that
it is still negotiating with its lenders and that they have
agreed to forbear from accelerating their loans or exercising
their remedies until May 15, 2003. As a result of this and other
events, there is an event of default under Allegiance's senior
credit facility. As part of the agreement, Allegiance made a $5
million payment on the facility, on which there is approximately
$471 million outstanding.

At year-end 2002, Allegiance had approximately $285 million in
cash on its balance sheet and was not generating any cash flow
from operations. Fitch believes that the current market
environment will make it extremely difficult for the company to
obtain the outside funding that would be required in order for
the debt reduction obligation to be met by the new May 15, 2003
deadline. In addition, KPMG, the company's external auditors,
has indicated in its 2002 10-K that Allegiance is subject to a
'going concern' qualification. Fitch believes it is likely that
Allegiance will be required to enter into a restructuring
situation, given that the company has no other sources of
liquidity and clearly has a financing shortfall.


ALLIANCE CAPITAL: Fitch Junks Class B Notes Rating at C
-------------------------------------------------------
Fitch Ratings downgraded three classes issued by Alliance
Capital Funding LLC, a collateralized debt obligation backed
predominantly by high yield bonds and loans.

    The ratings on the following notes have been downgraded:

         -- $166,254,974 class A-2 notes to 'BBB' from 'AA-';

         -- $96,555,774 class A-3 notes to 'BBB' from 'AA-';

         -- $54,587,181 class B notes to 'C' from 'B'.

The class A-2 and A-3 notes are pari passu and pro-rata for
interest and principal. The Overcollateralization Ratio test is
failing at 89.54% with a trigger of 115%. Currently, payments to
the class B notes for accrued interest are used to amortize the
class A-2 and A-3 notes as a result of the Overcollateralization
Ratio test failure.

In its April 10, 2003 trustee report, Alliance Capital Funding
LLC's collateral includes a par amount of $31.46 million
(10.84%) in defaulted assets. The deal contains 11.26% in assets
rated 'CCC+' or below excluding defaults. The deal is also
failing its average life test at 4.07 years with a maximum of
3.75 years.

Fitch previously downgraded the class B notes on Oct. 10, 2001.
Since then, approximately $48.6 million in par value has
defaulted. In reaching these rating decisions, Fitch conducted
cash flow model runs utilizing several default and interest rate
stress scenarios. In addition, Fitch had conversations with
Alliance Capital Management L.P., the Manager, regarding the
portfolio.

Fitch will continue to monitor this transaction.


AMERICAN TOWER: First-Quarter Net Loss Totaled $91.6 Million
------------------------------------------------------------
American Tower Corporation (NYSE: AMT) reported financial
results for the quarter ended March 31, 2003.

For the three months ended March 31, 2003, revenues decreased to
$177.2 million, from $186.6 million for the three months ended
March 31, 2002, while rental and management revenues increased
to $146.5 million from $126.6 million, reflecting the Company's
strategic focus on its core rental and management operations and
selective reduction of its services operations. Loss from
continuing operations before cumulative effect of change in
accounting principle increased to $80.4 million for the three
months ended March 31, 2003 from $56.1 million for the same
period in 2002. Net loss decreased to $91.6 million for the
three months ended March 31, 2003 from $634.4 million for the
same period in 2002. The period ended March 31, 2002 included a
$562.6 million, charge for cumulative effect of change in
accounting principle for the adoption of SFAS No. 142 "Goodwill
and Other Intangible Assets".

EBITDA ("operating income (loss) before depreciation and
amortization and impairments and net loss (gain) on sale of
long-lived assets plus interest income, TV Azteca, net")
increased to $89.7 million for the three months ended March 31,
2003 from $66.4 million for the same period in 2002. Rental and
management segment operating profit ("rental and management
revenue less rental and management operating expenses plus
interest income, TV Azteca, net") increased to $95.3 million for
the three months ended March 31, 2003 from $73.1 million for the
same period in 2002. The Company generated free cash flow
("EBITDA less interest expense and capital expenditures
incurred, excluding acquisitions and divestitures") of $7
million for the three months ended March 31, 2003.

In February 2003, the Company entered into an agreement to sell
a rental building. Accordingly, results for all periods
presented have been adjusted to reflect the rental building as
discontinued operations, in accordance with generally accepted
accounting principles. As a result, rental and management
revenue and rental and management segment operating profit were
reduced by approximately $1.0 million and $0.5 million,
respectively, for the first quarter 2003 and by $1.1 million and
$0.7 million, respectively, for the same period in the prior
year.

Steve Dodge, American Tower's Chairman and Chief Executive
Officer, stated, "We feel good about the work we were able to
get done in the first quarter. We continued to progress
operationally, with solid organic revenue gains from our tower
division, pronounced margin expansion, and a continuation of the
free cash flow theme that began in Q-4 of last year. Customer
leasing activity levels at our sites are consistent with our
forecast, and may be firming some as we look into the second
quarter and beyond. We remain confident that our tower division,
which contributes more than 95% of the Company's operating cash
flow, will perform to plan for the balance of year. While
services were soft and may continue to be for a period of time,
the strategic steps we have taken to diminish our exposure to
this segment are clearly paying off.

"We also completed a $420 million units offering during the
quarter, which produced a range of benefits, most particularly
the ability to take out the 2003 convert. As well, through this
zero coupon financing and the subsequent reduction and amendment
to our credit facilities, we have set the stage for significant
and ongoing gains in liquidity. Further, we now have the
flexibility to opportunistically apply our growing free cash
flow to a range of debt reduction alternatives.

"Perhaps the most satisfying aspect of the quarter has been to
see our investors making money once again. We appreciate their
continued and renewed support, and we aim to keep on
delivering."

                     Operating Highlights

Organic same tower revenue and same tower cash flow growth on
the 12,854 North American towers owned as of the beginning of
the first quarter 2002 and the end of the first quarter 2003 was
14% and 19%, respectively.

Rental and management segment operating profit increased 30% to
$95.3 million and rental and management segment operating profit
margins improved to 65.0% for the three months ended March 31,
2003, from 57.7% in the same period in 2002. On a sequential
basis and excluding approximately $4 million of net non-
recurring positive items in the fourth quarter 2002, rental and
management segment operating profit increased approximately $4
million and margins improved from 63.5% in the fourth quarter
2002.

Free cash flow of $7 million was generated in the first quarter
2003, which reflects approximately $15 million of non-cash
interest expense from the accretion of our discount notes and
amortization of deferred financing costs.

                       Asset Transactions

During the first quarter 2003, the Company closed on $72.2
million of previously announced divestitures including Maritime
Telecommunications Network, a subsidiary of Verestar; Flash
Technologies, its remaining service components business; and
certain rental buildings and non-core tower assets.

As stated above, in February 2003 the Company signed an
agreement to sell a rental building for a purchase price of
approximately $18.5 million, including approximately $2.4
million cash proceeds and the buyer's assumption of $16.1
million of related debt. Accordingly, the Company has adjusted
its March 31, 2003 and 2002 financial statements, as well as its
2003 Outlook, to reflect the rental building as discontinued
operations. The Company anticipates that it may sell in excess
of $50 million of additional non-core assets in the remainder of
2003, including the $18.5 million described above.

The Company has closed approximately $56.5 million of the $100
million NII Holdings Inc. tower acquisition, as of the end of
the first quarter 2003, including approximately $30.3 million in
the first quarter 2003. The Company now expects to close the
remaining $43.5 million of the NII Holdings Inc. acquisition in
stages throughout the remainder of 2003.

                      Financing Highlights

In January 2003, the Company and its subsidiary, American
Towers, Inc., completed an approximately $420 million units
offering, consisting of 12.25% senior subordinated discount
notes of ATI and warrants to purchase class A common stock of
the Company.

In February 2003, the Company successfully amended its credit
facilities to allow the Company to use the proceeds from the
offering to repurchase the 2.25% convertible notes. In
connection with the amendment, the Company prepaid $200 million
of term loans under the credit facilities and reduced the
revolving loan commitments by $225 million to $425 million.

As a result of the offering and the amendment, the Company has
the right to use $217 million of restricted cash and investments
to pay, repurchase, redeem, or retire the 2.25% convertible
notes. If the put option of the holders of the 2.25% convertible
notes is satisfied by other means, the Company may use any
remaining funds to pay, repurchase, redeem, or retire any
convertible or senior notes of the Company until June 30, 2004.

During the first quarter 2003, the Company exchanged $4 million
of principal value (approximately $3.2 million accreted value)
of the 2.25% convertible for approximately 600,000 shares of its
Class A common stock. The company recorded a non-cash charge of
$2.7 million associated with this transaction.

In April 2003, the Company closed additional exchanges of
approximately $67.5 million of principal value (approximately
$53.3 million accreted value as of March 31, 2003) for
approximately 6,572,000 shares of its Class A common stock and
$18.5 million in cash. The company expects to record a non-cash
charge of approximately $29 million associated with these
transactions in the second quarter 2003 and has included this
charge in its revised outlook.

As of March 31, 2003, the Company had $318.6 million in cash and
cash equivalents, including the $217 million of restricted cash
and investments, and had not drawn on its revolving loan
facility since April, 2002. Based on the financial covenants of
the amended credit facilities, the Company has the ability to
draw the entire undrawn portion of its $425 million revolving
loan. The undrawn and available portion of the revolving loan
amounts to approximately $237.9 million, which is the $425
million total less $2.9 million of pro-rata prepayments from the
proceeds of the sale of Maritime Telecommunications Network,
$157.1 million outstanding on the revolving loan and $27.1
million in outstanding letters of credit. Combined with cash on
hand as of March 31, 2003, the Company had a total of $556.5
million in total liquidity.

             Quarterly and Full Year 2003 Outlook

On page 10 of this release, the Company has provided its 2003
outlook on a full year and quarterly basis for each of its two
operating segments.

The Company anticipates a solid lease-up environment for its
existing towers for the remainder of 2003 and maintains its
expectation for organic revenue growth rates of 10% to 14%. The
Company has adjusted its rental and management outlook to
reflect first quarter 2003 actual results, the reduction of $4
million in annual rental and management revenues related to the
discontinued operations of the rental building and the slower
than anticipated closings on the NII Holdings transaction.

The Company has adjusted its revenue and operating profit
outlook for its services segment to better reflect current
business trends.

The Company has adjusted its expectation for total capital
expenditures incurred of between $50 million and $65 million.
Rental and Management capital expenditures incurred are expected
to range from $45 million to $55 million, including $25 million
to $35 million for constructing 100 to 150 new wireless towers,
and approximately $20 million for tower maintenance and
augmentation. Services and corporate capital expenditures
incurred are expected to range from $2 million to $5 million and
Verestar capital expenditures incurred are expected to range
from $3 million to $5 million.

American Tower is the leading independent owner, operator and
developer of broadcast and wireless communications sites in
North America. Giving effect to pending transactions, American
Tower operates approximately 15,000 sites in the United States,
Mexico, and Brazil, including approximately 300 broadcast tower
sites. Of the 15,000 sites, approximately 14,000 are owned or
leased towers and approximately 1,000 are managed and
lease/sublease sites. Based in Boston, American Tower has
regional hub offices in Boston, Atlanta, Chicago and Mexico
City. For more information about American Tower Corporation,
visit http://www.americantower.com

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

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

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

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


ANKER COAL: Files Plan of Reorganization & Disclosure Statement
---------------------------------------------------------------
Anker Coal Group, Inc., and eighteen of its affiliates announced
the filing of a Plan of Reorganization and Disclosure Statement
in the United States Bankruptcy Court for the Northern District
of West Virginia. The Plan of Reorganization contemplates the
continued operation of all currently active mines, coal
processing facilities, and sales offices. The Plan of
Reorganization will convert a significant portion of Anker's
secured debt into equity in the reorganized companies while
providing a small cash distribution to pre- petition unsecured
creditors. Anker anticipates that confirmation of the Plan of
Reorganization will enable it and its affiliates to emerge from
bankruptcy by the end of July, 2003 with a sound financial
structure, so that Anker can continue to service the needs of
its customers and remain a valuable employer in the areas in
which it operates.

Anker President, James Beck expressed his gratitude to those who
have supported Anker through its bankruptcy case to date,
saying: "I want to thank our customers, employees, and vendors
for standing by us in this difficult period of our corporate
history. Without their extraordinary effort and support, we
would not have been able to transition through this bankruptcy
process as smoothly. We anticipate that the confirmation process
will prove to be equally cooperative. As always, we will
continue to stress safety in our mining operations, and
performance for our customers."

Anker Coal Group, Inc. and its affiliates currently operate
three deep mines and four surface mines, together with a number
of support operations throughout West Virginia, Maryland and
Pennsylvania.


AVAYA INC: Lenders Relaxes Financial Covenants Under Credit Pact
----------------------------------------------------------------
Avaya Inc. (NYSE: AV), a leading global provider of
communications networks and services for businesses, has amended
its existing five-year, $561 million credit facility.  The
amended facility requires the company to have a minimum amount
of Earnings Before Interest, Taxes, Depreciation and
Amortization (EBITDA) for each of the four-quarter periods
ending June 30, 2003, and Sept. 30, 2003, of $190 million and
$220 million, respectively.  For fiscal 2004, the reduced
minimum EBITDA requirements increase quarterly from $230 million
to a maximum of $350 million.  This is a reduction of $50
million from the previous maximum of $400 million.  The credit
facility provides for similar adjustments to the required ratio
of EBITDA to interest expense.

The amended facility permits the company to increase the
existing $100 million limitation on cash it can use to
repurchase Liquid Yield Option(TM) Notes (LYONs) by the amount
of net cash proceeds from certain offerings in the capital
markets and by 50 percent of the net cash proceeds of certain
asset sales.  The increase allows the company to raise the
amount of cash it can use to repurchase LYONs from $100 million
to a maximum of $400 million.

In connection with the amendments, Avaya has reduced the amount
of the credit facility to $250 million.  Avaya noted the amended
facility does not require any further reduction in the size of
the facility.  The credit facility is available to the company
for general corporate purposes.  Based on its increased cash
position over the last several quarters, Avaya believes the
amended facility is adequate for current capital needs.

"The amended credit facility is evidence of Avaya's improving
financial strength," said Garry McGuire, chief financial
officer, Avaya.  "Avaya's cash balance has increased
substantially in each of the last three quarters to $724
million, primarily through positive cash flow from operations.
The additional efficiencies we've driven throughout the business
have helped increase margins and lower operating expenses.
Given these improvements, we believe the facility is
appropriately sized for our business needs."

Avaya Inc., whose March 31, 2003 balance sheet shows a total
shareholders' equity deficit of about $25 million, designs,
builds and managers communications networks for more than one
million businesses around the world, including 90 percent of the
Fortune 500(R).  A world leader in secure and reliable Internet
Protocol telephony systems, communications software applications
and services, Avaya is driving the convergence of voice and data
application across IT networks, enabling businesses large and
small to leverage existing and new networks to enhance value,
improve productivity and gain competitive advantage.  For more
information visit the Avaya Web site: http://www.Avaya.com

DebtTraders reports that Avaya Inc.'s 11.125% bonds due 2009
(AV09USR1) are trading slightly above par at 108. Go to
http://www.debttraders.com/price.cfm?dt_sec_ticker=AV09USR1for
real-time bond pricing.


AVISTA: Q1 2003 Results Show "Back-to-Basics" Plan is On Track
--------------------------------------------------------------
Avista Corp. (NYSE: AVA) reported first-quarter 2003
consolidated revenues of $311.9 million and net income available
for common stock of $15.6 million. For the equivalent quarter
last year, Avista reported revenues of $326.8 million and net
income available for common stock of $10.5 million.

"Avista's first-quarter 2003 earnings results demonstrate that
our back-to-basics strategy is on track," said Gary G. Ely,
Avista Corp. chairman, president and chief executive officer.
"We're seeing positive results in several key areas from our
focus on improving cash flows and earnings and rebuilding our
financial health. Avista Utilities and Avista Energy generated
solid earnings during the quarter. Interest expense was reduced
as Avista continues to reduce high-cost debt, and we're also
experiencing better results in our information and technology
businesses. Avista Advantage is improving operating revenues
through customer growth and reducing operating expenses through
improved efficiencies. And we're making progress toward our goal
of finding a partner for Avista Labs."

                       Regulatory Update

In early April, as previously reported, Avista Corp. proposed
holding off certification of its agreement to resolve a pending
investigation with the Federal Energy Regulatory Commission to
further address certain issues and to remove potential
uncertainty over a final resolution of the case.

Chief Administrative Law Judge Curtis L. Wagner Jr. agreed and
has given the FERC's trial staff until May 15 to submit
supplementary information explaining its conclusions and
addressing three narrowly focused issues related to a March 26
FERC policy staff report on western energy markets. A further
prehearing conference is scheduled for May 20 to discuss
certification of the agreement in resolution of Avista's case.

Avista believes that the issues raised in the March 26 FERC
policy staff report have already been addressed in an extensive
investigation of Avista Utilities and Avista Energy. The company
also believes that the findings of the FERC trial staff
investigation remain sound and will ultimately be affirmed.

                        Avista Utilities

Several factors influenced Avista Utilities' first-quarter 2003
results. As expected, earnings were negatively impacted because
Avista Utilities recognized $9 million of energy costs exceeding
the amount included in base retail rates as part of the energy
recovery mechanism in Washington. Warmer-than-normal
temperatures resulted in reduced usage with retail natural gas
loads down 13 percent compared to the same period last year. As
anticipated, increased pension and insurance costs also
negatively impacted earnings.

In March, streamflow and hydro-generation conditions improved
significantly as the region received considerable precipitation.
Based on current projections, streamflow for the calendar year
2003 is expected to be approximately 90 percent of normal and
system hydro-generation is expected to be nearly 93 percent of
normal.

In April, Avista filed a general rate case with the Oregon
Public Utility Commission to address increased costs of
operating the company's natural gas distribution system. Avista
is requesting an overall rate increase of 11.8 percent, or $7.5
million. This filing marks the first time Avista has filed a
general non-gas-cost-related rate increase since acquiring the
Oregon business in 1991. During that time, Avista implemented
three general rate decreases.

"As Avista Utilities continues to regain financial strength, the
Oregon natural gas general rate case supports our strategy of
filing rate cases, as necessary, in order to earn the allowed
rate of return in all the jurisdictions we serve," said Ely.
"Even with the proposed increase, Avista will be the lowest-cost
natural gas supplier of the three natural gas utilities in
Oregon."

                   Energy Trading & Marketing

The company's unregulated energy trading and marketing business,
Avista Energy, continued to meet internal earnings goals for
first-quarter 2003 through asset-backed resource management
activities and has now delivered three consecutive years of
positive earnings.

During first-quarter 2003, Avista Energy's earnings were also
positively impacted by the effects of accounting for energy
contracts under Statement of Financial Accounting Standard No.
133 and a re-evaluation of a reserve related to a pending
settlement under a bankruptcy proceeding. Avista Energy's
adoption of SFAS No.133 results in certain contracts no longer
being accounted for at market value and could result in
increased volatility in reported earnings on a quarter-to-
quarter and year-to-year basis. This volatility is due to timing
differences between executed transactions and the recording of
them under accrual-based accounting.

"Our strategy to focus on the western region has been successful
for our experienced and knowledgeable team. Such performance is
attributed to Avista Energy's asset-backed optimization of
combustion turbines and hydro assets, long-term electric supply
contracts, natural gas storage, and electric and natural gas
transmission and transportation arrangements," said Ely.

                Outlook and Earnings Guidance

Avista reaffirms its 2003 consolidated corporate earnings
outlook of between $0.80 and $1.00 per diluted share. This
guidance is prior to any adjustments related to the cumulative
effects of changes in accounting principles and includes a range
of $0.60 to $0.80 for Avista Utilities, $0.20 to $0.30 for the
Energy Trading & Marketing segment, and a loss of between $0.10
and $0.15 for the Information & Technology businesses.

Avista Corp. is an energy company involved in the production,
transmission and distribution of energy as well as other energy-
related businesses. Avista Utilities is a company operating
division that provides electric and natural gas service to
customers in four western states. Avista's non-regulated
subsidiaries include Avista Advantage, Avista Energy and Avista
Labs. Avista Corp.'s stock is traded under the ticker symbol
"AVA" and its Internet address is http://www.avistacorp.com

As reported in Troubled Company Reporter's December 20, 2002
edition, Standard & Poor's Ratings Services revised its outlook
to stable from negative on Avista Corp., based on improvement in
the State of Washington's regulatory environment.

In addition, Standard & Poor's affirmed the company's 'BB+'
corporate credit rating and the 'BBB-' rating on the company's
first mortgage bonds, which reflects overcollateralization of
these bonds by the pledged assets.

"The outlook revision reflects the substantial improvement in
the regulatory environment in the state of Washington, and
Avista's conclusion of a favorable general rate case in the
state," said credit analyst Swami Venkataraman. "Avista will now
be able to recover its deferred power costs from the Western
U.S. power crisis. The rate case also implemented an energy
recovery mechanism, designed to avoid the build-up of deferred
energy costs in the future," he added.

The 'BB+' rating on Avista Corp., reflects the company's average
business position, characterized by low-cost, hydroelectric
generation; competitive rates; operating and regulatory
diversity in Washington, Idaho, Montana and Oregon; and a much-
improved regulatory environment, offset by a financial profile
that is weak for the rating.


BUDGET GROUP: Court Extends Plan Filing Exclusivity Until June 2
----------------------------------------------------------------
At the April 21, 2003 hearing, the U.S. Bankruptcy Court for the
District of Delaware granted Budget Group Inc., and its debtor-
affiliates an extension of their Exclusive Periods. The Court
gave the Debtors the exclusive right to file and propose a plan
through June 2, 2003, and until August 1, 2003, to solicit
acceptances of that plan from creditors. (Budget Group
Bankruptcy News, Issue No. 19; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


CALPINE: Sells Interest in 115-Megawatt King City Power Plant
-------------------------------------------------------------
Calpine Corporation (NYSE: CPN) completed the sale to GE
Structured Finance of a preferred interest, which approximates
60% based on projected cash flow distributions, in a subsidiary
that leases and operates the 115-megawatt King City Power Plant
for approximately $82 million. Calpine will hold the remaining
interest in the subsidiary and will continue to provide
operations and maintenance services. As previously announced,
this transaction is part of Calpine's program to strengthen
liquidity and fund the completion of its existing construction
program through the sale and monetization of certain assets.

Calpine senior vice president Carolyn Marsh states, "The King
City transaction demonstrates Calpine's ability to strengthen
liquidity while retaining the company's long-term value and
vision. GESF and Calpine both benefit from our interests in a
strong operating facility and an attractive, long-term source of
cash flow."

Calpine established a target of raising approximately $600
million through the sale or monetization of certain Qualifying
Facilities (QFs). The King City transaction represents the
second capital-raising event involving the company's QF assets.

In December 2002, the company completed an $87 million project
financing with GESF secured by its Newark and Parlin power
plants. The company continues to advance its QF program, and is
currently evaluating additional transactions relating to certain
of its QF assets.

The King City Power Plant, located approximately 100 miles south
of Calpine's San Jose headquarters, is a 115-megawatt natural
gas-fired cogeneration facility that entered commercial
operation in 1989. As a QF, the plant sells all of its
electricity output to Pacific Gas and Electric Company under a
long-term contract that expires in 2019. In addition, the
facility sells approximately 74,000 pounds per hour of steam to
Gilroy Foods, a ConAgra Foods Ingredients Company, for its food
processing facility. Calpine entered into a long-term operating
lease of the facility in 1996.

GE Structured Finance, a unit of GE Commercial Finance, is a
leading investor and provider of innovative structured financial
products spanning all levels of the capital structure. With more
than 30 years of experience, GESF meets the needs of its clients
by combining industry and technical expertise with significant
financial capabilities. GESF's more than 400 professionals serve
clients in the energy, commercial & industrial, communications,
project & trade finance, and transportation markets, worldwide.
Find out more about GESF at http://www.gestructuredfinance.com.
GE Commercial Finance is a business of General Electric Company,
a diversified services, technology and manufacturing company
with operations worldwide.

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

                         *   *   *

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

Calpine Corporation's 10.500% bonds due 2006 (CPN06USR2) are
trading at about 85 cents-on-the-dollar, says DebtTraders. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=CPN06USR2for
real-time bond pricing.


CASCADES: Names Alain Lemaire New Pres/CEO & Reports Q1 Earnings
----------------------------------------------------------------
Cascades Inc. (Symbol: CAS-TSX) announces that Mr. Alain
Lemaire, presently Executive Vice-President of Cascades, will
take over as President and Chief Executive Officer on July 1st,
2003. Alain Lemaire will replace his older brother, Mr. Laurent
Lemaire who will then become Executive Vice-Chairman of the
board of directors. In his new position, Mr. Laurent Lemaire
will continue to oversee management of the Boxboard Group while
assisting Alain on matters relating to strategic growth and
financing.

For the first quarter of 2003, Cascades reported net earnings of
$16 million compared to net earnings of $55 million for the same
period in 2002. Net earnings excluding unusual losses amounted
to $27 million in the first quarter of 2003 compared to $36
million for the same period in 2002. Unusual losses consist of a
premium paid to redeem the 8.375% Senior Notes of a subsidiary
and the write-off of related deferred financing costs. Unusual
losses also include Cascades' share of an adjustment to a gain
realized by Boralex Inc., a significantly influenced company,
related to the disposition of certain assets to the Boralex
Income Fund created in early 2002. The quarterly net earnings
for the first quarter of 2003 include also a foreign exchange
gain on US denominated debt of $16 million. The 2002 quarterly
earnings included an unusual after-tax gain of $19 million
resulting mostly from a gain realized by Boralex Inc., following
the disposition of certain assets to the Boralex income fund.

Net sales increased by 4.9% during the first quarter of 2003
amounting to $840 million compared to $801 million for the same
period last year. Earnings before interest, taxes, depreciation
and amortization ("EBITDA") amounted to $71 million for the
period, compared to $105 million a year earlier.

In commenting these results, Mr. Laurent Lemaire, President and
Chief Executive Officer, stated:

"Many factors over which we have limited control impacted our
first quarter operating results. Difficult winter conditions in
the US Northeast and Canada and increased tension in the Middle
East contributed to sharp increases in energy costs which in
turn directly impacted manufacturing costs. Waste paper costs
were also significantly higher compared to the same period last
year. These elements added to existing uncertainty surrounding
any potential short term US economic recovery and created a more
difficult environment for our industry. Despite this slower than
anticipated quarter, Cascades remains profitable. Our cash flows
are strong and our balance sheet remains healthy with a net
funded debt to total capitalization ratio of 48%. During the
quarter we successfully completed a US$ 450 million Senior Notes
offering as well as a $ 500 million revolving credit facility
thereby improving our financial flexibility while further
lowering our exposure to an appreciating Canadian dollar. We
remain confident for the future and feel recent cost increases
will eventually translate into price increases as in previous
cycles."

     Dividend on Common Shares and Normal Course issuer Bid

The Board of Cascades declared a quarterly dividend of $0.04 per
share to be paid on June 13, 2003 to shareholders of record at
the close of business on May 30, 2003. During the quarter,
Cascades also purchased 50,900 common shares for cancellation in
accordance with the requirements of the Toronto Stock Exchange
related to normal course issuer bids.

               Mr. Alain Lemaire to become President
         and Chief Executive Officer in the summer of 2003

Commenting his decision to step down as President and Chief
Executive Officer, Mr. Laurent Lemaire stated he "was convinced
that the transfer of power will be very smooth and that the
company is in excellent shape to continue its growth."

Alain Lemaire has participated in the growth of the family
business from the start having joined the team made up of his
brothers Bernard and Laurent in 1967. He applied very early the
values that contribute today to the company's success. His
implication in production processes and his interest towards the
needs of the workers have allowed him to get well acquainted
with the companies and individuals that make up its success.

By focusing his efforts towards efficiency and always remaining
close to operations, he solidified his expertise in business
development. Building on these assets and with the help of a
committed management team and some dedicated supervision, Alain
was able to orchestrate amongst others, the turnaround and
accelerated growth of Norampac, which became the most important
containerboard company in Canada and placing it among the top
seven in North America.

Mr. Bernard Lemaire, Chairman of the Board, stated: "Alain has
been with us ever since he could work. From the very beginning
he has been an exceptional operator. With time, he became an
experienced executive and today, we give him our full support
and the necessary latitude in order for him to make his mark and
proceed with the development of Cascades! Also, I would be
remiss in not underlining the colossal work accomplished by
Laurent in the last 11 years. During this period, Cascades
increased in size fourfold while applying strict investment
discipline that allowed us to maintain a solid balance sheet.
Under his leadership and vision, Cascades also completed the
reorganisation of its capital and corporate structures, creating
the new structure which will serve as a springboard for future
growth. Alain, Laurent and I will continue, as we have always
done, to work as a team with the Board of Directors to ensure
the strategic development of the Company."

Cascades Inc. is a leader in the manufacturing of packaging
products, tissue paper and specialized fine papers.
Internationally, Cascades employs nearly 14,000 people and
operates close to 150 modern and versatile operating units
located in Canada, the United States, Mexico, France, England,
Germany and Sweden. Cascades recycles more than two million tons
of paper and board annually, supplying the majority of its fibre
requirements. Leading edge de-inking technology, sustained
research and development, and 39 years of experience in
recycling are all distinctive strengths that enable Cascades to
manufacture innovative value-added products. Cascades' common
shares are traded on the Toronto Stock Exchange under the ticker
symbol CAS

                           *   *   *

As reported in Troubled Company Reporter's February 7, 2003
edition, Standard & Poor's Ratings Services raised its rating on
Cascades Inc.'s US$450 million senior unsecured notes to 'BB+'
from 'BB'. At the same time, the 'BB+' long-term corporate
credit rating and 'BBB-' senior secured debt rating on the
diversified paper and packaging producer were affirmed. The
outlook is stable.

The rating change stems from the redemption of the US$125
million 8.375% senior notes outstanding of Cascades' operating
subsidiary, Cascades Boxboard Group Inc. This redemption will be
financed by the senior unsecured notes offering, which was
increased to US$450 million from the proposed US$325 million.


CHAMPIONLYTE HOLDINGS: Eliminates 80% of Past Due Liabilities
-------------------------------------------------------------
ChampionLyte Holdings, Inc., formally ChampionLyte Products,
Inc., (OTC Bulletin Board: CPLY) has exceeded goals for the
restructuring for the first quarter. The Company, through
negotiations and conversions of liability to equity, has
eliminated close to 80% of the past due liabilities incurred
under the previous management team. Approximately a third of
these gains came from the conversion of payables and other
liabilities into common stock of the Company.

Additionally, the Company said many of the negotiated
settlements with vendors and creditors call for payouts in both
cash and stock. The Company said it does not foresee an
impairment of its stock price or any significant dilution due to
the fact that many of the negotiated settlements resulted in
either the issuance of restricted stock or the issuance of
shares on a monthly basis which shall be covered under a pending
s8 registration statement. This registration statement, to be
filed in the next few days, shall also include amongst other
expenses, future professional fees to the Company's attorneys
and other consultants.

"Perhaps the most daunting task facing our new management team
and the Company's outside advisors was the legacy of more than a
million dollars in accounts payable and other liabilities," said
David Goldberg, ChampionLyte Holdings, Inc. president. "We've
all worked tirelessly to dramatically reduce this to a workable
number so that we can apply all of our resources to the launch
of the new ChampionLyte."

The Company recently formed a new beverage division,
ChampionLyte Beverages, Inc., a Florida Corporation, to handle
the marketing sales and distribution of ChampionLyte(R), the
first completely sugar-free entry into the multi-billion dollar
isotonic sports drink market.

Goldberg also said that ChampionLyte Beverages, Inc.'s
President, Donna Bimbo has done an exceptional job at
negotiating the production of the newly formulated product at
very competitive costs. The Company expects to have its initial
production run the first week of May.

"We are excited because a good portion of the initial production
run has been pre-sold due to the excitement of the reformulated
products and Ms. Bimbo's reputation in the industry," Goldberg
said.

Ms. Bimbo, who recently joined ChampionLyte Beverages, had
served in several executive positions at Snapple Beverage Group
for the past 11 years, most recently as director of
international business.

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

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


COMDISCO INC: Sells German Leasing Subsidiary to Comprendium
------------------------------------------------------------
Comdisco Holding Company, Inc. (OTC:CDCO) completed the sale of
the stock of its leasing subsidiary in Germany on April 29, 2003
to Munich-based Comprendium Investment (Deutschland) GmbH, which
is owned by Comprendium Investment SA, a Swiss corporation.
Comprendium Investment SA is controlled by Thomas Flohr, who
until January 2001 served as president of Comdisco Europe, a
division of Comdisco, Inc. Under the terms of the agreement,
Comdisco received approximately EUR285 million (approximately
$316 million) at closing. Comdisco will receive four additional
payments totaling up to approximately EUR38 million
(approximately $42 million) over the next 42 months contingent
upon specific portfolio performance criteria.

The transaction resulted from an extensive offering and
competitive bidding process run by the company's independent
investment banking firm. The German subsidiary sold to
Comprendium comprised a majority of Comdisco's European assets.

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


COMDISCO INC: Sues Scale Eight to Recover $2.8-Million Property
---------------------------------------------------------------
William J. Raleigh, Esq., at Raleigh & Cahill, in Chicago,
Illinois, relates that Comdisco and Scale Eight, Inc. entered
into a Master Lease Agreement in May 2000 pursuant to which
Comdisco leased to Scale Eight certain computer equipment and
other personal property owned by Comdisco.  Scale Eight provides
storage solutions based on patent-pending distributed systems
technology.

However, Scale Eight failed to make each of the payments to
Comdisco as required by Lease Agreement.  As a result, Scale
Eight is in default under the terms and conditions contained in
the Lease Agreement.

Mr. Raleigh also adds that Scale Eight is obligated to pay Late
Charges and Default as a result of the event of default under
the Master Lease.  Interest and late charges also continue to
accrue on all sums due under the Master Lease.

For its part, Comdisco has made both oral and written demands to
Scale Eight of its intent to terminate the Lease Agreement and
for the payment of all amounts that are due Comdisco.  Still,
Scale Eight refused to pay the full amount due to Comdisco under
the terms of the Lease Agreement.

Also, Scale Eight has agreed to pay Comdisco a late Charge of 5%
of the amount of each unpaid rental payment.  Under Illinois
law, the amount owed to Comdisco under the Master Lease is
accruing pre-judgment interest at the rate of 5% per annum from
the date that Scale Eight breached the terms of the Lease
Agreement.  As of March 1, 2003, the amount of the accrued and
unpaid Late Charges is $12,639.

As of February 19, 2003, Scale Eight owes Comdisco $2,802,596,
calculated as:

     A. Amount owed under the Lease Agreement
        For the present value of the remaining
        rentals discounted at 6%                    $2,241,980

     B. Amount owed for contractual end of
        terms lease payments                            96,424

     C. Amount owed for sales tax at 8.5% on           198,764

     D. Amount owed under the Lease Agreement
        for late charges                                12,639

     E. Amount owed under the lease for past
        due invoices                                   252,787
                                                    ----------
        TOTAL SUM OWED TO COMDISCO                  $2,802,596

Furthermore, the summarized sums due to Comdisco do not include
an estimated 2002 and 2003 personal property tax imposed by the
local taxing authority in the jurisdictions, where the Lease
Equipment is located.  Mr. Raleigh reminds the Court that Scale
Eight has agreed to pay these sums under the specific terms of
the Master Lease.  The amount of the 2002 and 2003 Property
Taxes is estimated to be approximately $64,353 each.

Thus, Comdisco asks the Court to enter a judgment in its favor
and against Scale Eight:

   (a) amounting to $2,802,596, plus after maturity, interest as
       permitted by Illinois law, plus the amount of the 2002
       and 2003 Property Taxes;

   (b) for the sum of all costs of collection, including all
       reasonable attorneys' fees, expenses and costs, as
       specifically provided for under the terms of the Master
       Lease Agreement; and

   (c) requiring Scale Eight to immediately turnover to Comdisco
       all of the Leased Equipment, which has not previously been
       returned to Comdisco as agreed to by Scale Eight in the
       Master Lease without the requirement that Comdisco post
       any bond or other security.

Mr. Raleigh asserts that Comdisco owns the Equipment leased to
Scale Eight.  It is believed to be primarily located in the
State of California or other locations under Scale Eight's
control.  As a result of its default, Scale Eight is required to
deliver and return all of the Leased Equipment to Comdisco at
Scale Eight's expense.

Pursuant to Section 542 of the Bankruptcy Code, Comdisco is
entitled to have the Leased Equipment turned over to them
without delay and without the requirement that Comdisco post any
bond.

Thus, Comdisco asks the Court to enter a judgment in its favor
and against Scale Eight for:

     (a) the immediate turnover of and possession of the Leased
         Equipment to Comdisco without the requirement that
         Comdisco post any bond or other security;

     (b) the value of the property not delivered;

     (c) all damages suffered by Comdisco for the unlawful
         detention of this property by Scale Eight; and

     (d) the immediate turnover of not less than all of the
         Leased Equipment, wherever located, by Scale Eight to
         Comdisco without the requirement that Comdisco post any
         bond or other security. (Comdisco Bankruptcy News, Issue
         No. 47; Bankruptcy Creditors' Service, Inc., 609/392-
         0900)


CONSECO FINANCE: Court Okays Much Shelist as Committee's Counsel
----------------------------------------------------------------
The Official Committee of Unsecured Creditors of the Conseco
Finance Corp. Debtors obtained permission from the Court to
retain Much, Shelist, Freed, Donenberg, Ament & Rubenstein as
Conflicts Counsel.

The CFC Committee has identified Claims that the CFC Debtors and
their estates may pursue against various Lehman entities
including Lehman Brothers, Inc., Lehman Commercial Paper, Inc.,
and Lehman ALI, Inc.:

    a) to avoid and recover any preferential or fraudulent
       transfers from Lehman;

    b) to challenge the validity, priority, enforceability and
       cross-collateralization of all liens granted by Green Tree
       Finance Corporation 5 and/or Green Tree Residential
       Finance Corp. 1 to Lehman;

    c) to consolidate the assets and/or liabilities of either or
       both GTFC and/or GTRFC with those of the CFC Debtors or
       any other affiliates;

    d) to assert that any transfer of assets by the CFC Debtors
       to GTFC and/or GTRFC was not a "true sale;" or

    e) otherwise to seek to recover transferred assets from GTFC
       or GTRFC or to assert that any interest in transferred
       asset is property of the CFC Debtors' estates.

Much Shelist will be compensated on an hourly basis and
reimbursed for actual and necessary expenses.

The hourly rates of the firm's principal attorneys and
paralegals are:

      Harvey J. Barnett            $450
      Anthony Valiulis              450
      Christopher Stuart            375
      Edward Shapiro                375
      Hillard Sterling              325
      Lisa Ben-Isvy                 320
      Michael Moskovitz             300
      Rachel Feldstein              290
      Carmen Ortiz, Paralegal       150
(Conseco Bankruptcy News, Issue No. 19; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


CONSECO INC: Committee Asks Court to Quash TOPrS' Subpoenas
-----------------------------------------------------------
The Official Committee of Unsecured Creditors of the Conseco
Holding Company Debtors asks the Court for a Protective Order
quashing ten separate, but substantively identical, subpoenas.
The subpoenas were issued by the Official Committee of Trust
Originated Preferred Debt Holders and were directed at ten major
creditors of the Debtors, including all seven members of the
Holding Company Committee.  Bonnie Steingart, Esq., at Fried,
Frank, Harris, Shriver & Jacobson, charges that the subpoenas:

    1) are duplicative and unnecessarily burdensome;

    2) improperly demand discovery of documents which are not
       relevant to any issues in controversy;

    3) improperly demand discovery of documents that predate the
       formation of the prepetition committees of lenders and
       bondholders; and

    4) improperly demand discovery of documents which are
       protected by the attorney-client privilege, the work-
       product doctrine and/or the settlement privilege.

Ms. Steingart tells Judge Doyle that the TOPrS Committee is
merely trying to impede the confirmation process and create
delay even though no value for its constituents exists.  As
proof, the subpoenas were not served until the first week of
April.  Instead of pursuing their valuation theories from the
start, the TOPrS Committee waited nearly four months, until
three weeks before the discovery deadline, to commence its
discovery.

Ms. Steingart notes that the Debtors have already provided the
TOPrS Committee with the requested documents.  The Debtors
offered the TOPrS Committee access to its data room, in exchange
for curtailing its use of subpoenas.  However, counsel for the
TOPrS Committee would not agree to this proposal.

The three non-Committee members who received subpoenas are:

          * Calvert Group
          * JPMorgan Chase Bank
          * Whippoorwill Associates

                 The TOPrS Committee Responds

The Official Committee of Trust Originated Preferred Debt
Holders opposes the Holding Company Creditors Committee's Motion
to Quash.

The TOPrS Committee says it has served straightforward and
simple document requests on the Holding Company Committee
members. Instead of cooperating, the recipients refused to
produce any documents.

The documents are important to the TOPrS Committee's ability to
have a fair opportunity to investigate facts that will influence
the confirmation proceedings.  Catherine Steege, Esq., at Jenner
& Block, claims that the proceedings have been difficult enough
due to the Court's willingness to accommodate the Debtors'
requests for extraordinarily expedited discovery.  "There is no
justification for now making it impossible for the TOPrS
Committee to pursue an investigation of the facts now in
possession," of the Holding Company Committee.

The Debtors did not negotiate their Plan in a vacuum.  The
Disclosure Statement makes it clear that the Holding Company
Committee was a party to the negotiations.  The totality of
circumstances surrounding confection of the Plan includes both
sides to the Plan negotiations.  The TOPrS Committee should not
be required to rely solely on what the Debtors might produce.
It should be allowed to test that production against the non-
privileged information in the possession of parties privy to the
negotiations to determine whether the Plan was negotiated in
good faith.

The Court should direct the Holding Company Committee to
promptly produce the documents that have been subpoenaed and, to
the extent there is any delay, extend the discovery periods and
adjust all relevant dates accordingly. (Conseco Bankruptcy News,
Issue No. 19; 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.


CROWN CASTLE: Declares Quarterly Preferred Share Dividend
---------------------------------------------------------
Crown Castle International Corp. (NYSE: CCI) announced that the
quarterly dividend on its 6.25% Convertible Preferred Stock will
be paid on May 15, 2003 to holders of record on May 1, 2003 in
shares of the Company's common stock at a rate of 128.375 shares
of common stock per 1,000 shares of Preferred Stock.

Contact Regarding Dividend Payments: Patti Knight, Mellon
Investor Services at 214-922-4420.

Crown Castle International Corp. engineers, deploys, owns and
operates technologically advanced shared wireless
infrastructure, including extensive networks of towers and
rooftops as well as analog and digital audio and television
broadcast transmission systems.  The Company offers near-
universal broadcast coverage in the United Kingdom and
significant wireless communications coverage to 68 of the top
100 United States markets, to more than 95 percent of the UK
population and to more than 92 percent of the Australian
population.  The Company owns, operates and manages over
15,500 wireless communication sites internationally.  For more
information on Crown Castle visit: http://www.crowncastle.com

As previously reported in Troubled Company Reporter, Standard &
Poor's lowered its corporate credit rating on wireless tower
operator Crown Castle International Corp., to 'B-' from 'B+',
and removed the rating from CreditWatch with negative
implications.

The outlook is negative. At the end of September 2002, the
Houston, Texas-based company's consolidated debt was about $3.4
billion.

The downgrade is due to concerns that weak tower industry
fundamentals will make it unlikely for Crown Castle to reduce
its heavy debt burden in the foreseeable future and contribute
to increased liquidity risk starting in 2004.

Crown Castle Int'l Corp.'s 11.25% bonds due 2011 (CCI11USR5) are
trading at about 83 cents-on-the-dollar, says DebtTraders. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=CCI11USR5for
real-time bond pricing.


CSC HOLDINGS: Fitch Assigns Low-B Initial Debt and Pref. Ratings
----------------------------------------------------------------
Fitch Ratings has initiated coverage of the restricted group of
CSC Holdings, Inc., a wholly owned subsidiary of Cablevision
Systems Corporation, by assigning a 'BB-' rating to the
company's senior unsecured debt, a 'B+' rating to the company's
senior subordinated debt and a 'B' rating to the preferred stock
issued by the company.

Fitch has assigned a 'BB' rating to the company's 2.4 billion
bank facility. Fitch has assigned a Stable Rating Outlook to
each of the company's debt ratings. These ratings are based on
existing public information and are provided as a service to
investors. These rating actions affect approximately $7.8
billion of debt as of year-end 2002.

Fitch's rating incorporates the company's improved liquidity
position and the synergies, cash flow stability, and asset value
of the company's highly clustered subscriber base, totaling
nearly 3 million subscribers at year-end 2002. Fitch expects the
company's cable plant modernization will be completed during
2003 positioning the company to further leverage its network to
capture additional revenue and EBITDA growth from its digital
cable and high speed data product offerings. The combination of
the anticipated lower capital expenditures stemming from the
completion of the network re-build and the incremental revenue
and EBITDA generated by the digital cable and HSD products will
position the company to generate free cash flow. Fitch expects
that CSC will generate a nominal amount of free cash flow during
2004.

Fitch recognizes the important steps the company has undertaken
to focus on its core business by shedding non - core businesses
and to stabilize its liquidity profile. In addition to the
monetization of the GE stock the company received as
consideration for the Bravo sale and the close of the Quadrangle
investment, Fitch's rating anticipates the successful closing of
the sale of PCS spectrum held by Northcoast Communications, LLC
to Cellco Partnership (Verizon Wireless). The company expects to
realize net proceeds from the sale of approximately $635 million
and Fitch expects the proceeds to be used to reduce the CSC
Holdings bank facility.

From Fitch's perspective, one of the keys to the company's
ability to generate free cash flow in 2004 will be the company's
ability to continue to capitalize on the growth opportunities
provided by its digital cable and high speed data products.
CSC's digital penetration of its basic subscriber base is low
for the industry reflecting its more recent introduction. Fitch
expects that, while continuing to lag behind its industry peer
group, the company will make significant progress in closing the
gap between its digital penetration rate and that of its peer
group.

CSC's basic subscriber base declined by 1.5% last year due, in
part, from competition from DBS providers and the slow roll out
of its digital cable offering. Also contributing to the
subscriber erosion was the company's dispute with the YES
network. Fitch expects that the resolution of the dispute with
the YES network will mitigate a large portion of the subscriber
base decline the company experienced in 2002. The agreement with
the YES network calls for CSC to indemnify the YES Network from
losses YES may incur as a result of other operators moving YES
from the basic tier to a separate programming tier. Fitch has
incorporated into its rating the potential for a payout under
this indemnification provision.

A remaining overhang on the credit profile is CSC's investment
in R/L DBS. R/L DBS owns eleven transponder frequencies in the
61.5 degree slot. The company has filed for an extension to the
FCC mandated launch date and has requested a new launch date of
August 31, 2003. The company plans to invest an additional $80
million into R/L DBS during 2003. This funding will maintain
minimum compliance with FCC guidelines. Fitch's view is that a
service offering would be limited by the lack of nationwide
coverage and the lack of channel capacity relative to the other
DBS operators. However, Fitch's rating does incorporate a lower
level of additional funding for a commercial service launch.
Fitch believes a service launch would maximize the value of the
asset for its eventual sale.

The Stable Outlook reflects Fitch's expectation that the
company's core operations will continue to improve during 2003,
including the pace of basic subscriber additions and growth in
its digital cable and high speed data penetration rates. Fitch
would view negatively a robust DBS service launch that required
a significant cash investment.


DAW TECHNOLOGIES: Taps Madson & Metcalf as Patent and IP Counsel
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Utah gave its
stamp of approval to Daw Technologies, Inc.'s application to
employ Madson & Metcalf as its Special Counsel.

Madson & Metcalf will act as Special Counsel for patent and
intellectual property law during Daw's chapter 11 case.
Madson & Metcalf is a professional law corporation with offices
in Salt Lake City, Utah.  Specifically, Madson & Metcalf will
represent the Debtor in preparing and filing for a utility
patent application for the Ceiling Grid Application, and to file
utility patent applications for two other provisional
applications should the Debtor's cash flow permits.

The Debtor relates that Madson & Metcalf represented it
prepetition in connection with the provisional patent
applications and other matters.  In this connection, the Debtor
owes Madson & Metcalf $1,100 for prepetition legal services.
The firm has agreed to waive its prepetition claim against the
bankruptcy estates as a condition to being employed as special
counsel.

Madson & Metcalf will charge the Debtor a flat fee of $10,000
for legal services to file a mechanical utility patent
application of the complexity involved in these instances,
exclusive of patent filing fee.  In addition, the Debtor will
pay Madson & Metcalf customary hourly rates in its services,
which are:

           Associates             $140 per hour
           Senior Shareholders    $350 per hour
           Paralegals             $40 to $120 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: Bankruptcy Court Issues Supplemental Interim DIP Order
---------------------------------------------------------------
At the April 14 hearing, the parties requested an adjournment of
the Final Hearing on the Debtor's $300 Million DIP Financing
Motion, subject to DirecTV Latin America, LLC obtaining the
authority to increase its interim borrowings by $5,000,000.
Because of the adjournment of the Final Hearing, the Amount of
the Debtor's emergency postpetition borrowings under the DIP
Revolving Credit Agreement authorized by the Interim Order is
insufficient to finance the ordinary cost of the Debtor's
operations prior to entry of the Final Order.  The Lender has
indicated a willingness to increase the amount of the Debtor's
interim financing subject to certain terms and conditions.

Pending the entry of the Final Order, Judge Walsh supplements
the Interim Order to provide that the Revolving Credit
Outstandings will not at any time exceed $35,000,000.  All other
terms of the Interim Order remain in full force and effect.
(DirecTV Latin America Bankruptcy News, Issue No. 5; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


ENRON: EESI Unit Sues Int'l Business Machines to Recoup $11 Mil.
----------------------------------------------------------------
Melanie Gray, Esq., at Weil, Gotshal & Manges LLP, in New York,
relates that Enron Energy Services, Inc. and International
Business Machines entered into seven separate transaction
agreements.  Under two of the Transaction Agreements, EESI
provided power to IBM facilities in Almaden and Santa Teresa,
California and in San Jose, California.  The California
Transaction Agreements were amended in June 2001.

After the Petition Date, EESI continued to provide power to the
IBM California facilities.  However, Ms. Gray informs the Court
that IBM has refused to pay EESI amounts due for this
postpetition delivery of power, as well as for prepetition
delivery of power worth $2,469,776.

On February 19, 2002, IBM sent EESI an e-mail stating that IBM
would continue to pay invoices for power provided to the
California locations "after we receive adequate assurance or
confirmation from Enron that IBM payments will be 'passed
through' to satisfy Enron's suppliers."  On March 4, 2002, EESI
responded, explaining that under the terms of the agreements
between the parties, IBM was obligated to pay EESI for power
used without regard to the relationship between EESI and its
suppliers.  IBM did not respond to EESI's March 4 letter, and
IBM continued to receive and accept power provided by EESI to
the California facilities.

On February 25, 2002, EESI filed in this Court its notice
rejecting the IBM Master Agreement and Transaction Agreements,
including the California Transaction Agreements, pursuant to
Section 365(a) of the Bankruptcy Code and this Court's
"Rejection Procedures" Order dated January 9, 2002.  On March 7,
2002, the Court authorized the rejection, effective February 25,
2002.

Despite the Rejection Order, Ms. Gray points out that EESI
continued to provide power to the California facilities until
utility service could be restored.  EESI supplied the San Jose
facility until midnight, March 31, 2002 and the Almaden and
Santa Teresa facilities until midnight, April 2, 2002.

EESI sent IBM detailed invoices for usage in December 2001,
January 2002, February 2002, March 2002, and April 2002.  These
invoices did not include the February, March and April 2002
transmission and distribution charges from Pacific Gas &
Electric that IBM also must pay, because EESI had not yet
received the invoices for those charges.  The PG&E transmission
and distribution charges for EESI's February, March and April
2002 delivery of power to IBM's California facilities are
$557,588.  The total amount IBM owes for the postpetition
delivery of power to the IBM California facilities is
$9,124,470.

On March 27, 2002, IBM informed EESI that it would not pay
outstanding invoices for power supplied from October through
December 2001.  IBM alleged that it had incurred damages
resulting from EESI's rejection of the Master Agreement totaling
$67,000,000.  IBM stated that it would recoup those damages,
along with certain expenses it claims it is owed, against the
amount due EESI for providing power to the California
facilities. Also on March 27, 2002, IBM filed a proof of claim
for $65,293,062.  This amount is comprised of the alleged
damages from EESI's rejection of the Master Agreement, plus
expenses, minus the amount IBM alleges it owes EESI for the
California facilities.  The proof of claim states that this
alleged debt of EESI was incurred prepetition on February 4,
2000.

On June 12, 2002, EESI rejected IBM's claim of recoupment
because each Transaction Agreement was clearly a different
transaction. Among other things, EESI noted that the charges to
the IBM California facilities were for physical delivery of
power, while most of the transactions that IBM alleges gave rise
to rejection damages were not for physical delivery of power.
EESI is also entitled to interest on this amount under the
Master Agreement. On September 13, 2002, IBM again refused to
pay EESI for amounts billed for the delivery of power to its
California facilities, instead asserting that it would recoup
its alleged damages against these amounts it owes for the
delivery of power. Accordingly, IBM owes EESI $11,594,246, plus
interest, in unpaid receivables for delivery of power to IBM's
California facilities.

By this Complaint, EESI seeks a Court judgment:

   (a) ordering IBM to turnover property -- $11,594,246, plus
       interest at the contract rate -- belonging exclusively to
       EESI's estate;

   (b) awarding EESI $11,594,246;

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

   (d) declaring that IBM is not entitled to set off the non-
       mutual debts it alleges are owed by EESI against the
       amount IBM owes EESI of the postpetition delivery of
       power;

   (e) declaring that IBM is not entitled to recoup the
       "rejection damages" it alleges are owed by EESI against
       the amount IBM owes EESI for power delivered to the
       California Facilities;

   (f) declaring that the Forum Selection Clause in the Master
       Agreement is unenforceable and does not prevent this
        Court from adjudicating all issues; and

   (g) awarding attorneys' fees, costs and interest. (Enron
       Bankruptcy News, Issue No. 63; 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.


ENTROPIN INC: Fails to Meet Nasdaq Minimum Listing Requirement
--------------------------------------------------------------
Entropin, Inc. (Nasdaq: ETOP) received a Nasdaq Staff
Determination notice indicating that its common stock was
subject to delisting from The Nasdaq SmallCap Market for failure
to comply with Nasdaq's $1.00 minimum bid price requirement
(Marketplace Rule 4310(C)(4)).

The Company plans to request a hearing before a Nasdaq Listing
Qualifications Panel to review the Staff Determination. The
hearing date will be set by the Panel. The Company's hearing
request will stay the delisting of its common stock pending a
decision by the Panel. There can be no assurance that the Panel
will grant the Company's request for continued listing.

Entropin, Inc. is a pharmaceutical research and development
company focused on the development of its proprietary compounds
as potent therapy for pain. Preclinical work shows that several
of these compounds effectively block nerve impulse conduction,
have potentially long-lasting properties to reduce and manage
pain, and may also be effective in relieving both primary and
secondary hyperalgesia (pain hypersensitivity) caused either by
injury or incision.

                          *    *    *

                   Going Concern Uncertainty

In the 2002 Annual Report filed on SEC Form 10-KSB 2003-03-31,
the Company's independent auditor, Deloitte & Touche LLP stated:

"To the Board of Directors and Stockholders of Entropin, Inc.

"We have audited the accompanying [sic] balance sheets of
Entropin, Inc. (a development stage company) as of December 31,
2001 and 2002, and the related statements of operations, changes
in stockholders' equity (deficit), and cash flows for the years
then ended, and for the period from August 27, 1984 (inception)
through December 31, 2002. These financial statements are the
responsibility of the Company's management. Our responsibility
is to express an opinion on these financial statements based on
our audits. The Company's financial statements for the period
from August 27, 1984 (inception) through December 31, 1999 were
audited by other auditors whose report, dated February 4, 2000,
expressed an unqualified opinion on those statements. The
financial statements for the period from August 27, 1984
(inception) through December 31, 1999 reflect a net loss
applicable to common stockholders of $14,993,971 of the related
total. The other auditors' report has been furnished to us, and
our opinion, insofar as it relates to the amounts included for
such prior period, is based solely on the report of such other
auditors.

"We conducted our audits in accordance with auditing standards
generally accepted in the United States of America. Those
standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by
management, as well as evaluating the overall financial
statement presentation. We believe that our audits and the
report of other auditors provide a reasonable basis for our
opinion.

"In our opinion, based on our audits and the report of other
auditors, such financial statements present fairly, in all
material respects, the financial position of Entropin, Inc. as
of December 31, 2001 and 2002, and the results of its operations
and its cash flows for the years then ended and for the period
from August 27, 1984 (inception) through December 31, 2002, in
conformity with accounting principles generally accepted in the
United States of America.

"The accompanying [sic] financial statements for the year ended
December 31, 2002 have been prepared assuming that the Company
will continue as a going concern...[T]he Company's recurring
losses from operations and requirement for additional funding
raise substantial doubt about its ability to continue as a going
concern...The financial statements do not include any
adjustments that might result from the outcome of this
uncertainty."


FAIRBANKS CAPITAL: S&P Cuts Servicer Rankings to "Below Average"
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its residential
subprime and residential special servicer rankings assigned to
Fairbanks Capital Corp., to BELOW AVERAGE from STRONG and
removed them from CreditWatch negative, where they were placed
March 19, 2003. The Outlook is Stable.

As a result of the ranking action, Fairbanks' status as a
Standard & Poor's Select Servicer is withdrawn. Consequently,
Fairbanks is no longer qualified to be named as a primary
servicer on future Standard & Poor's rated RMBS transactions.
Fairbanks may serve as a subservicer on Standard & Poor's rated
transactions with an appropriate master or hot backup servicer
on the transaction. RMBS transactions rated by Standard & Poor's
that are currently being serviced by Fairbanks are not impacted
by this ranking action. This ranking action will not mandate a
transfer of servicing on existing RMBS where Fairbanks is the
named servicer.

Standard & Poor's conducted ongoing surveillance of Fairbanks'
servicing operations during the past 18 months, which included
numerous site visits to platforms located in Pennsylvania,
Florida, and Utah; a review of related information and data;
attendance at Fairbanks' annual forum presentations; and
attendance at off-site discussions and meetings with Fairbanks'
management. The lowered rankings reflect information recently
provided by the company, which details a number of process
breakdowns.

Fairbanks has not fully managed the portfolio growth and
integration of functions and platforms associated with the
acquisitions that occurred during the past 36 months. The
reasons include insufficient management oversight and controls,
inadequate technology and training, and ineffective vendor
oversight resulting in an environment that poses significant
risk exposure.

Supporting documentation, which detailed operations spanning the
past 15 months, indicated a pattern of apparent Fair Debt
Collection Practices Act violations. Standard & Poor's is also
concerned about the company's practice of hiring agency-referred
and certified temporary staff to work in its primary collections
group. Standard & Poor's views the level and duration of
training as well as the lack of skills certification of this
temporary work group, which operates in a functional area that
requires a high degree of regulatory compliance, to be
consistent with a below average ranking. A further review of
supporting data revealed inbound call abandonment rates and
duplicate call volume rates in the company's loan resolution
group that are above industry averages. Standard & Poor's is
concerned that borrowers in the latter stages of the default
process may be unable to contact a designated counselor at a
critical stage in the loan delinquency thereby complicating
default resolution timeliness.

It is noted that Fairbanks promotes a robust loss mitigation
environment, sometimes offering multiple forbearance plan
attempts to pre-qualified borrowers in a 24-month period.
However, a recent review indicates that Fairbanks' foreclosure
cure rate and loan workout cure and recidivism rates are outside
of industry tolerance levels, and do not necessarily reflect
reasonable efforts to exhaust loss mitigation opportunities.
Prolonging the resolution process may not be appropriate for
borrowers who may not ordinarily qualify for repeated
forbearance attempts, nor able to pay the fees, expenses, and
overall financial distress associated with forbearance.

Additional findings reflected in the documentation include
instances of inaccurate payoff quotations, with a substantial
number of erroneous property inspection fees included, and
failure to timely process escrow refunds in apparent violation
of the Real Estate Settlement Procedures Act.

It was noted during Standard & Poor's review that Fairbanks has
a large volume of borrowers on lender-placed insurance and a
correspondingly high monthly average cancellation rate,
indicating a possible control issue in this area. Standard &
Poor's is concerned that while lender-placed insurance programs
are essential to protect mortgage assets, vendor relationships
must be well managed to ensure that replacement coverage is
secured in only those instances where a diligent effort has
indicated a lapse in a borrower's coverage.

Lastly, the amount of consumer-oriented litigation filed against
Fairbanks has been steadily trending upward during the past
year. Additionally, it was recently announced that the U.S.
Department of Housing and Urban Development's Office of
Inspector General and the Federal Trade Commission are also
investigating the company. While these issues may be
attributable, in part, to the company's significant growth,
Standard & Poor's is concerned that other factors, including
customer service, technology, training, and managerial
oversight, may be contributing to a compliance adverse
environment.

                        OUTLOOK: STABLE

Standard & Poor's remains concerned about Fairbanks' ongoing
risk exposure from alleged violations of FDCPA, RESPA, and the
Gramm Leach Bliley Act. The stable outlook is attributable, in
part, to significant progress in handling customer complaints in
compliance with RESPA and FCRA guidelines during the latter half
of 2002 and early 2003. However, there continue to be several
areas where the lack of internal controls and effective training
continue to pose significant regulatory and litigation risk. The
stable outlook also acknowledges the commitment expressed by
Fairbanks' investment partners, The PMI Group Inc., and
Financial Security Assurance Inc., to strengthen Fairbanks'
control environment and instill a comprehensive compliance
culture within a reasonable time frame. Standard & Poor's will
continue to monitor the situation as developments occur.

The STRONG residential servicer rankings were assigned to
Fairbanks approximately 30 months ago. Since then, the company
experienced significant portfolio growth resulting from its
acquisition of ContiMortgage's $9.4 billion and EquiCredit
Corp.'s $26 billion subprime portfolios and assets,
respectively.

During the past 24 months, the company has consolidated
servicing platforms, re-engineered its workflow, and added
management depth to its organization. However, a review of data
recently submitted to Standard & Poor's via its Servicer
Evaluation Assessment Module questionnaire, together with
supporting documentation, revealed systemic servicing issues
that, in numerous cases, do not meet Standard & Poor's minimum
criteria for Select Servicer status.


FEDERAL-MOGUL: Claim Classification & Treatment Under Joint Plan
----------------------------------------------------------------
The Plan creates numerous "Classes" of Claims and Equity
Interests that take into account the differing nature and
priority of Claims against and Equity Interests in Federal-Mogul
Corporation, and debtor-affiliates.

Pursuant to the Plan, five U.S. Debtors and 15 U.K. Debtors that
are contemplated to have ongoing business operations after the
confirmation of the Plan are provided separate Claims and Equity
Interests classification under the Plan:

     U.S. Debtors                                   Class
     ------------                                   -----
     Federal-Mogul Corporation                  1A through 1N
     Federal-Mogul Piston Rings Inc.            2A through 2K
     Federal-Mogul Powertrain Inc.              3A through 3K
     Federal-Mogul Ignition Company             4A through 4K
     Federal-Mogul Products Inc.                5A through 5L

     U.K. Debtors                                   Class
     ------------                                   -----
     T&N Limited                                6A through 6I
     Federal-Mogul Ignition (U.K.) Limited      7A through 7E
     F-M Systems Protection Group Limited       8A through 8F
     Federal-Mogul Aftermarket UK Limited       9A through 9E
     Federal-Mogul Sintered Products Limited   l0A through 10E
     F-M Sealing Systems (Slough) Limited      11A through 11F
     Federal-Mogul Friction Products Limited   12A through 12G
     F-M Sealing Systems (Rochdale) Limited    13A through 13E
     Federal-Mogul Camshaft Castings Limited   14A through 14E
     Federal-Mogul Bradford Limited            15A through 15E
     Federal-Mogul Camshafts Limited           16A through 16E
     Federal-Mogul Eurofriction Limited        17A through 17F
     F-M Powertrain Systems International      18A through 18E
     TBA Industrial Products Limited           19A through 19G
     Federal-Mogul Export Services Limited     20A through 20E

Ferodo America Inc. and Felt Products Manufacturing Co. are two
U.S. Debtor non-operating companies that have pledged their
assets to secure (a) their guarantees of the Bank Credit
Agreement, (b) the Surety Claims and (c) the Noteholder Claims
and have known asbestos liabilities.  The Plan provides for the
classification and treatment of Claims against them:

             Class               Classification
             -----               --------------
        21A through 22A          Priority Claims
        21B through 22B          Bank Claims
        21C through 22C          Surety Claims
        21D through 22D          Noteholder Claims
        21E through 22E          Unsecured Claims
        21F (Ferodo)             Asbestos Personal Injury Claims
        22F (Felt Products)      Asbestos Personal Injury Claims
        21G through 22G          Affiliate Claims and Interests
        21H through 22H          Equity Interests

Gasket Holdings Inc. is another U.S. Debtor non-operating
company that has pledged its assets to secure the Surety Claims
and has known Asbestos liabilities.  The Claims against Gasket
Holdings are classified as:

             Class    Classification
             -----    --------------
              23A     Priority Claims
              23B     Surety Claims
              23C     Unsecured Claims
              23D     Asbestos Personal Injury Claims
              23E     Affiliate Claims and Interests
              23F     Equity Interests

Ten U.S. Debtor holding companies have pledged certain assets to
secure (a) their guarantees of the Bank Credit Agreement, (b)
the Surety Claims, and (c) the Noteholder Claims.  However,
these 10 U.S. Debtors do not have any Asbestos Personal Injury
Claims asserted against them that is pending as of the Petition
Date.

The 10 U.S. Debtor Holding Companies are:

      1. Carter Automotive Company, Inc.,
      2. Federal-Mogul Dutch Holdings Inc.
      3. Federal-Mogul Global Inc.,
      4. Federal-Mogul Global Properties, Inc.,
      5. Federal-Mogul Mystic, Inc.,
      6. Federal-Mogul U.K. Holdings Inc.,
      7. Federal-Mogul Venture Corporation,
      8. Federal-Mogul World Wide, Inc.,
      9. McCord Sealing, Inc., and
     10. T&N Industries Inc.

Under the Plan, Claims against these Debtor Holding Companies
are classified as:

             Class               Classification
             -----               --------------
        24A through 33A          Priority Claims
        24B through 33B          Bank Claims
        24C through 33C          Surety Claims
        24D through 33D          Noteholder Claims
        24E through 33E          Other Secured Claims
        24F through 33F          Unsecured Claims
          31G and 33G            Environmental Claims
              33H                Bonded Non-Asbestos Claims
        24I through 33I          Affiliate Claims and Interests
        24J through 33J          Equity Interests

F-M U.K. Holding Limited is a U.K. Debtor holding company that
has pledged its assets to secure (a) its guaranty of the Bank
Credit Agreement, (b) the Surety Claims, and (c) its guaranty of
the Noteholder Claims and has no Asbestos Personal Injury Claim
asserted against it.  The Plan classifies the Claims against F-M
U.K. Holding as:

             Class    Classification
             -----    --------------
              34A     Priority Claims & Preferential Liabilities
              34B     Bank Claims
              34C     Surety Claims
              34D     Noteholder Claims
              34E     Unsecured Claims
              34F     Affiliate Claims and Interests
              34G     Equity Interests

The Plan also proposes to classify the Claims against five U.S.
Debtor holding companies or non-operating companies that have
not guaranteed or pledged any assets to secure payment of the
Bank Claims, the Surety Claims or the Noteholder Claims and have
no known asbestos liability.  The five Debtors are:

      1. Federal-Mogul FX, Inc.,
      2. Federal-Mogul Puerto Rico Inc.,
      3. Federal-Mogul Machine Tool Inc.,
      4. FM International LLC, and
      5. J.W.J. Holdings, Inc.

The Claims against the five Debtors are classified as:

             Class               Classification
             -----               --------------
        35A through 39A          Priority Claims & Preferential
                                   Liabilities
        35B through 39B          Unsecured Claims
        35C through 39C          Affiliate Claims and Interests
        35D through 39D          Equity Interests

Potential Claims against four U.K. Debtor Companies that are
terminating or have terminated operations are also classified
as:

             Class               Classification
             -----               --------------
        40A through 43A          Priority Claims & Preferential
                                   Liabilities
        40B through 43B          Unsecured Claims
        40C through 43C          Employee Benefit Claims
              42D                Asbestos Personal Injury Claims
        40E through 43E          Affiliate Claims and Interests
        40F through 43F          Equity Interests

The liquidating Debtors are:

      1. Federal-Mogul Sealing System (Cardiff) Limited,
      2. Federal-Mogul Bridgewater Limited,
      3. Federal-Mogul Engineering Limited, and
      4. Federal-Mogul Technology Limited.

There are 124 U.K. Debtor holding and non-operating companies
that have neither guaranteed the Bank Claims or Noteholder
Claims, nor given indemnities in respect of the Surety Claims,
nor pledged any assets to secure any of the Claims and have no
known Asbestos Personal Injury Claims pending as of the Petition
Date.  The Plan provides for the classification of Claims
against the 124 U.K. Debtors:

             Class               Classification
             -----               --------------
        44A through 123A         Priority Claims & Preferential
                                   Liabilities
        44B through 123B         Unsecured Claims
        44C through 123C         Affiliate Claims and Interests
        44D through 123D         Equity Interests

On the other hand, 33 U.K. Debtor non-operating companies have
Asbestos Personal Injury Claims asserted against them.  These
U.K. Debtors have neither guaranteed the Bank Claims or the
Noteholder Claims, nor given indemnities in respect of the
Surety Claims, nor pledged any assets to secure any of the Bank
Claims, Surety Claims or Noteholder Claims.  Under the Plan, the
Claims against the 33 U.K. Debtors are classified as:

             Class               Classification
             -----               --------------
       124A through 157A         Priority Claims & Preferential
                                  Liabilities
       124B through 157B         Unsecured Claims
       124C through 157C         Asbestos Personal Injury Claims
       124D through 157D         Affiliate Claims and Interests
       124E through 157E         Equity Interests

Notwithstanding the proposed Claims Classification, Federal-
Mogul tells the Court that Administrative Claims, Administration
Claims and Priority Tax Claims are not classified for purposes
of voting or receiving distributions under the Plan, but are
treated separately as unclassified Claims.  Administration
Claims relate to the expenses incurred in the administration of
the U.K. Debtors, like the remuneration and expenses of Kroll
Buchler Phillips, the court-appointed administrator for the U.K.
insolvency proceedings, as well as the liabilities Kroll Buchler
incurred under the contracts and transactions it entered to
carry out its function.

The Debtors' estates have not been substantively consolidated
and are not treated as consolidated under the Plan.  Federal-
Mogul relates that the Claims held against one debtor will be
satisfied solely from the Cash and Assets of that debtor and its
estate. The Plan provides for these creditor recoveries:

  Class     Description         Recovery Under the Plan
  -----     --------------      -----------------------
   N/A      Administration &    Paid in full in Cash.
            Administration
            Claims

   N/A      Tranche C Portion   $312,067,000 portion will either
            Of DIP Facility     be refinanced, in whole or in
                                part, as part of the Exit
                                Facility.

                                Any non-refinanced portion if
                                any, will be converted on market
                                terms to additional obligations
                                secured by liens that are senior
                                to the liens under the Security
                                Term Loan Agreement.

                                Undrawn letters of credit will be
                                replaced in connection with the
                                Exit Facility.

   N/A      Priority Tax        Paid in full in deferred cash
            Claims              payments over a six-year period.

  1A-5A     Priority Non-Tax    Impaired
21A-33A    Claims against      Holders will receive on the
            U.S. Debtors        Distribution Date either:

                                  (a) Cash equal to the Allowed
                                      Priority Claim Amount; or

                                  (b) such other treatment as may
                                      be agreed by the holder and
                                      the Reorganized Federal-
                                      Mogul.

  6A-20A    Priority Claims     Unimpaired
34A-157A   & Preferential      Holders will receive on the
            Liabilities         Distribution Date either:
            Against U.K.
            Debtors             (a) Cash equal to the Allowed
                                    Claim Amount; or

                                (b) such other treatment as may
                                    be agreed by the holder and
                                    the U.K. Debtors.

  1B-5B     Bank Claims         Impaired
21B-22B                        The Reorganized Federal-Mogul
24B-34B                        will:

                                (a) execute and deliver to
                                    JPMorgan the Secured Term
                                    Loan Agreement and replace
                                    any undrawn letters of credit
                                    with letters of credit issued
                                    pursuant to the Exit
                                    Facility; and

                                (b) issue and deliver to the PIK
                                    Notes Trustee $300,000,000 in
                                    Junior Secured PIK Notes.

                                The Reorganized Debtors that had
                                guaranteed the Bank Claims will
                                guarantee the Reorganized
                                Federal-Mogul's obligations under
                                Secured Term Loan Agreement and
                                the Junior Secured PIK Notes.

                                The guarantees will be secured by
                                substantially the same collateral
                                that secured the Bank Claims
                                prepetition guarantees.

  1C-5C     Surety Claims       Impaired
    6B                          All Claims and Interests arising
21C-22C                        under and related to any
   23B                          indemnity contract or guarantee
24C-34C                        between any of the Debtors and
                                the Sureties relating to the CCR
                                Surety Bonds, and all Liens on
                                any property of any of the
                                Debtors in the Sureties' favor
                                will be released, extinguished
                                and discharged:

                                (a) If the Liens securing the
                                    Surety Claims are not avoided
                                    as a result of the Avoidance
                                    Litigation, and if CCR is
                                    permitted to draw on the CCR
                                    Surety Bonds, and if the
                                    value of the collateral
                                    securing the Surety Claims
                                    exceeds the Allowed Amount of
                                    the Surety Claim as of the
                                    Effective Date as a result of
                                    the Valuation proceedings,
                                    the Reorganized Federal-Mogul
                                    will issue Secured Surety
                                    Notes and Junior Secured
                                    Surety PIK Notes to the
                                    holders of the Allowed Surety
                                    Claims, but only after a
                                    Final Order is entered with
                                    respect to the Avoidance
                                    Litigation, the Valuation
                                    Proceedings and the CCR
                                    Litigation;

                                (b) If CCR is permitted to draw
                                    on the CCR Surety Bonds, but
                                    the Liens securing the Surety
                                    Claim are avoided in part or
                                    in whole and the Surety Claim
                                    collateral value is less than
                                    the Allowed Surety Claim
                                    Amount as of the Effective
                                    Date, after a Final Order is
                                    entered in the Avoidance
                                    Litigation, the Valuation
                                    Proceedings and the CCR
                                    Litigation, the Reorganized
                                    Federal-Mogul will issue and
                                    distribute to the Allowed
                                    Surety Claimholders:

                                    -- Secured Surety Notes and
                                       Junior Secured Surety PIK
                                       Notes equal to the value
                                       of the unavoided Liens
                                       securing the Surety Claim
                                       as of the Effective Date;
                                       and

                                    -- Unsecured Surety Notes for
                                       any unsecured deficiency
                                      of the Surety Claims; and

                                (c) The Reorganized Debtors that
                                    had guaranteed the Surety
                                    Claim will guarantee the
                                    Reorganized Federal-Mogul's
                                    obligations, if any, under
                                    the Secured Surety Notes and
                                    Junior Secured Surety PIK
                                    Notes, and the Unsecured
                                    Surety Notes.

  1D-5D     Noteholder Claims   Impaired
21D-22D                        Allowed Noteholder Claimants will
24D-34D                        receive on the Distribution Date
                                a Pro Rata portion of the
                                Reorganized Federal-Mogul Class A
                                Common Stock.

                                The Class 2D Noteholder Claimants
                                will also receive 100% of the
                                equity of the Reorganized
                                F-M Piston Rings, however, the
                                Class 2D Noteholder Claimants
                                will be deemed to have
                                transferred 100% of the equity of
                                Reorganized F-M Piston Rings to
                                F-M Powertrain as of the
                                Effective Date.

  1E-5E     Other Secured       Unimpaired
    6C      Claims              At the Debtors' option:
24E-33E
                                (a) the Plan will leave unaltered
                                    the legal, equitable and
                                    contractual rights to which
                                    a Secured Claim entitles the
                                    holder;

                                (b) any default before or after
                                    the Petition Date will be
                                    cured; the maturity of the
                                    Secured Claim will be
                                    reinstated as such maturity
                                    existed before any default;
                                    the Secured Claimholder will
                                    be compensated for any
                                    damages incurred as a result
                                    of that holder's reasonable
                                    reliance on any right to
                                    accelerate its claim; and the
                                    holder's legal, equitable and
                                    contractual rights will not
                                    otherwise be altered;

                                (c) an Allowed Secured Claim will
                                    receive other treatment as
                                    the Debtor and the holder
                                    will agree; or

                                (d) the Debtors will surrender
                                    all collateral for the
                                    Secured Claim to the holder
                                    on or as soon as practicable
                                    after the Effective Date.

  1G-5G     Unsecured Claims    Impaired
21E-22E    Against U.S.        At its option, an Allowed
   23C      Debtors             Unsecured Claimholder will get:
24F-33F
35B-39B                        (a) a single payment equal to
                                    ___% of its Allowed Unsecured
                                    Claim in Cash on the
                                    Distribution Date; or

                                (b) an initial payment equal to
                                    ___% of its Allowed Claim in
                                    Cash on the Distribution
                                    Date;

                                    a second payment equal to
                                    ___% of its Allowed Claim
                                    within ___ days after the
                                    Distribution Date; and
                                    a third payment equal to ___%
                                    of its Allowed Claim in Cash
                                    within ___ days after the
                                    Distribution Date

                                Any Claimholder who fails to
                                elect an option will be deemed to
                                have chosen Option (b).

    6E      Unsecured Claims    Unimpaired
  7B-11B    Against U.K.        Allowed Claimholder will retain
   12C      Debtors             unaltered the legal, equitable
13B-17B                        and contractual rights to which
   17C                          the Allowed Claim entitles it.
   18B
   19C
   20B
   34E
40B-157B

    1J      Asbestos Personal   Automatically transferred to,
    5I      Injury Claims       vested in and assumed by the
    6G                          Section 524(g) Trust, except for
    8D                          Hercules-Protected Entities.
   11D
   12E
   13D
   17D
   19E
21F-22F,
   23D
   42D
124C-157C

    1H      Convertible         Allowed Claimholder will receive
            Subordinated        on the Distribution Date a Pro
            Debenture Claims    Rata portion of the Reorganized
                                Federal-Mogul Class A Common
                                Stock.

    1I      Employee Benefit    Unimpaired
  2H-5H     Claims              The Reorganized Federal-Mogul
    6F                          will continue the Employee
  7C-11C                        Benefit Plans the Debtors
   12D                          maintained.
13C-16C
   18C
   19D                          Each Allowed Claimholder will
   20C                          retain unaltered, the legal,
40C-43C                        equitable and contractual rights
                                to which the Claim entitles it.

    1K      Bonded Claims       Unimpaired
  2I-4I                         Each Allowed Claimholder will
    5J                          retain unaltered, the legal,
   33H                          equitable and contractual rights
                                to which the Allowed Claim
                                entitles it.

    1L      Affiliate Claims    Impaired
  2J-4J     and Interests       At the Plan Proponent's option,
    5K      Against U.S.        all Affiliate Claims and
21G-22G    Debtors             and Interests will either be:
   23E
24I-33I                        (a) reinstated, in full or in
35C-39C                            part; or

                                (b) discharged and extinguished,
                                    in full or in part.

                                The discharge and extinguished
                                portion will be eliminated and
                                the holder will not receive any
                                property or interest on account
                                of that portion under the Plan.

                                Before such discharge, any Claim
                                may be contributed to capital,
                                transferred, set off, or subject
                                to any other arrangement at the
                                Plan Proponents' option.

                                Any reinstated Claim may be
                                subordinated in legal right and
                                payment priority to all non-
                                Affiliate Claims and Interests
                                against the applicable U.S.
                                Debtor.

    6H      Affiliate Claims    Unimpaired
    7D      and Interests       All Claims and Interests will
    8E      Against U.K.        either be:
  9D-10D    Debtors
   11E                          (a) retained unaltered the legal,
   12F                              equitable and contractual
   13E                              rights to which such Allowed
14D-16D                            Claim entitles the holder; or
   17E
   18D                          (b) subject to a subordination
   19F                              deed which will take effect
   20D                              on the Effective Date.
   34F
40E-43E
44C-123C
124D-157D

    1M      Subordinated        Impaired
            Securities Claims   No distributions will be made
                                All Claims will be discharged and
                                extinguished on the Effective
                                Date.

    1N      Equity Interests    Impaired
            of Federal-Mogul    No distributions will be made
                                All Equity Interests will be
                                cancelled, annulled and
                                extinguished on the Effective
                                Date.

    2K      Equity Interests    No distributions will be made
            of F-M Piston       All Equity Interests will be
            Rings               cancelled, annulled and
                                extinguished on the Effective
                                Date.

  3K-4K     Equity Interests    Unimpaired
    5L      of Subsidiaries     Holder will retain unaltered the
    6I                          legal, equitable and contractual
    7E                          rights to which the Allowed
    8F                          Equity Interest entitles it.
  9E-10E
   11F
   12G
   13F
14E-16E
   17F
   18E
   19G
   20E
21H-22H
   23F
24J-33J
   34G
35D-39D
40F-43F
44D-123D
124E-157E
(Federal-Mogul Bankruptcy News, Issue No. 36; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


FLEMING COMPANIES: Hires Kirkland & Ellis as Lead Counsel
---------------------------------------------------------
Fleming Companies, Inc., and its debtor-affiliates ask the
Bankruptcy Court for permission to employ Kirkland & Ellis as
their lead counsel, nunc pro tunc to the Petition Date.

Fleming President and CEO Peter S. Willmott explains that the
Debtors seek to retain Kirkland as their attorneys because the
Firm has extensive experience and knowledge in the field of
debtors' and creditors' rights and business reorganizations
under Chapter 11 of the Bankruptcy Code.  In addition, Kirkland
possesses expertise, experience and knowledge practicing before
bankruptcy courts.

Kirkland has been actively involved in major Chapter 11 cases,
and has represented debtors in many cases, including In re
Conseco Inc., Case No. 02 B 49672, (Bankr. N.D. Ill. 2002), In
re UAL Corrooration, Case No. 02-B-48191 (ERW) (Bankr. N.D. Ill.
2002); In re Dade Behring Holdings Inc., Case No. 02-B290201
(EOD) (Bankr. N.D. Ill. 2002); In re Humphrey's Inc., Case No.
01-13742 (REG) (Bankr. N.D. Ill. 2001); In re Chiquita Brands
International, Inc., Case No. 01-18812 (Bankr. S.D. Ohio 2001);
In re Trans World Airlines, Inc., Case No. 01-00056 (PJW)
(Bankr. D. Del. 2001); In re Teligent Inc., Case No. 02-12974
(SMB) (Bankr. S.D.N.Y. 2001); In re Quality Stores, Inc., Case
No. GG-01-10662 (W.D. Mich. 2001); In re AmeriServe Food
Distrib. Inc., Case No. 00-00358 (PJW) (Bankr. D. Del. 2000); In
re The Babcock & Wilcox Co., Case No. 00-00358 (PJW) (Bankr. D.
Del. 2000); In re United Artists Theatre Co., Case No. 00-3514
(SLR) (D. Del. 2000); In re Harnischfeger Indus., Inc., Case No.
99-02171 (PJW) (Bankr. D. Del. 1999); In re Zenith Elec. Corp.,
Case No. 99-02911 (MFW) (Bankr. D. Del. 1999).  Accordingly, the
Debtors believe that Kirkland is both well-qualified and
uniquely able to represent it in these Chapter 11 Cases in an
efficient and timely manner.

K&E is expected to:

   A. advise the Debtors with respect to their powers and duties
      as debtors-in-possession in the continued management and
      operation of their businesses and properties;

   B. attend meetings and negotiate with representatives of
      creditors and other parties-in-interest;

   C. take all necessary action to protect and preserve the
      Debtors' estates, including prosecuting actions on the
      Debtors' behalf, defending any action commenced against the
      Debtors and representing the Debtors' interests in
      negotiations concerning all litigation in which the Debtors
      are involved, including, but not limited to, objections to
      claims filed against the estates;

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

   E. take any necessary action on behalf of the Debtors to
      obtain confirmation of the Debtors' plan of reorganization;

   F. represent the Debtors in connection with obtaining
      postpetition loans;

   G. advise the Debtors in connection with any potential sale of
      assets;

   H. appear before this Court, any appellate courts and the
      United States Trustee and protect the interests of the
      Debtors' estates before those Courts and the United States
      Trustee;

   I. consult with the Debtors regarding tax matters; and j.
      perform all other necessary legal services and provide all
      other necessary legal advice to the Debtors in connection
      with the Chapter 11 Cases.

Kirkland intends to apply for compensation for professional
services rendered in connection with the Chapter 11 Cases,
subject to this Court's approval and in compliance with
applicable provisions of the Bankruptcy Code, the Local Rules
and Orders of this Court, on an hourly basis plus reimbursement
of actual, necessary expenses and other charges that it incurs.
Kirkland will charge the Debtors hourly rates consistent with
the rates it charges in bankruptcy and non-bankruptcy matters of
this type.  K&E does not disclose its current hourly rate
structure.

Kirkland Partner James H.M. Sprayregen, P.C., Esq., informs the
Court that the Firm received $2,250,000 from the Debtors as
compensation for professional services performed relating to the
potential restructuring of the Debtors' financial obligations
and the potential commencement of these Chapter 11 Cases, and
additional amounts for the reimbursement of reasonable and
necessary expenses incurred in connection therewith.

Mr. Sprayregen assures the Court that the Firm does not hold or
represent any interest adverse to the Debtors' estate.  In
addition, Kirkland is a "disinterested person," as that phrase
is defined in Section 101(14) of the Bankruptcy Code as modified
by Section 1107(b) of the Bankruptcy Code, and the Firm's
employment is necessary and in the best interests of the Debtors
and the Debtors' estates.  However, he admits that Kirkland
currently represents or in the past has represented these
parties in unrelated matters: JP Morgan & Co., Salomon Smith
Barney, Deutsche bank Securities, Peter S. Willmott, Lehman
Bros. Inc., First Union Securities Inc., General Electric
Capital Corp., Lloyd's, Barclays, Morgan Stanley & Co., Quaker
Oats Co., Fleet National Bank, Comerica Bank, Jay Alix &
Associates, Ernst & Young LLP, CAN, Conseco, AIG, USA
Interactive, Dean Foods, Exxon Co., British American Tobacco,
Conoco Inc., Kellogg Co., Campbell Soup Co., Fort James Corp.,
Georgia Pacific Co., Hershey Foods, Nestle Purina, ConAgra
Grocery Products, Sara Lee Corp., Citicorp, Bankers Trust, Bank
of America, The Carlyle Group, BNP Paribas, Sankary Advisors
LLC, Centurion C94 VI Ltd., Bank One, Credit Agricole Indosuez,
Goldman Sachs & Co., Bank of Montreal, Citadel Investment Group,
Putnam Investment Management, Nationwide Insurance Co.,
Northwestern Mutual Life Insurance Co., Roundy's, Parthenon,
PwC, Lion Oil, RJ Reynolds Tobacco, ING and United Industries.
(Fleming Bankruptcy News, Issue No. 3; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


FMC CORP: Reports Weaker Performance for First Quarter 2003
-----------------------------------------------------------
FMC Corporation (NYSE: FMC) reported first quarter 2003 net
income of $0.05 per share on a diluted basis versus $0.28 per
share on the same basis in the first quarter of 2002 and
approximately in-line with prior guidance.

First quarter revenue of $434.0 million was flat as compared
with $434.2 million in the prior-year period.  Net income of
$1.9 million decreased from $9.0 million in the year-earlier
period.  Prior-year first quarter net income included
restructuring and other charges of $4.2 million after-tax
resulting from severance and plant idling costs within
Agricultural Products and severance costs within Industrial
Chemicals.

According to William G. Walter, FMC chairman, president and
chief executive officer:  "As expected, the first quarter, which
is typically our weakest, proved to be especially tough this
year.  Year-over-year earnings performance suffered from higher
interest expense, higher energy costs and the continued
difficult market environment in our Industrial Chemicals
businesses, particularly phosphorus chemicals.  These
difficulties masked an outstanding performance in our Specialty
Chemicals segment.  Additionally, we benefited during the
quarter from our strong focus on those things we can control
including costs, productivity improvements, working capital
management and capital spending discipline."

Revenue in Agricultural Products of $128.5 million was down 2
percent from the prior-year quarter.  Segment earnings of $5.3
million before interest and taxes were down 16 percent from the
first quarter of 2002.  In North America, lower herbicide sales
resulting from timing within the distribution channel were
partially offset by strong early-season sales into the home and
professional pesticide markets.  In Europe and the Middle East,
lower insecticide sales resulted from sales shifts within the
distribution channel closer to the growing season.  In Latin
America, higher sales were driven by strong herbicide demand in
tobacco and sugarcane and higher insecticide demand in bananas.
Earnings declined due to lower overall sales and unfavorable
manufacturing costs.

Revenue in Specialty Chemicals of $126.9 million was up 10
percent from the prior-year quarter.  Earnings of $24.4 million
were up 34 percent from the first quarter of 2002.  In the
BioPolymer business, higher microcrystalline cellulose sales
into the pharmaceutical market and favorable foreign currency
translation were partially offset by lower sales into the food
ingredients market due to timing.  In the lithium business,
stronger butyllithium sales into the pharmaceutical synthesis
market and increased cathode material and metal sales into the
battery market were slightly offset by weaker specialty
organic sales due to the timing of several pharmaceutical
campaigns.  Segment earnings increased due to higher sales and
improved productivity.

Revenue in Industrial Chemicals of $179.8 million was down 5
percent from the prior-year quarter.  Earnings of $9.8 million
were down 58 percent compared with the first quarter of 2002.
In the alkali business, a decline in caustic soda volumes and
prices and the year-earlier exit of the cyanide business were
the primary drivers of lower sales.  In the peroxygens business,
sales were down slightly due to lower hydrogen peroxide volume
into the pulp market.  At Foret, lower phosphate sales into the
export detergent market were more than offset by favorable
foreign currency translation.  Lower segment earnings were the
result of sharply lower affiliate earnings from Astaris, lower
sales, and higher energy costs across the segment, all of which
were only partially offset by lower overhead costs resulting
from the 2002 restructuring initiatives.  Lower affiliate
earnings from Astaris were primarily the result of the absence
of a power resale contract as well as decreased selling prices
due to ongoing competitive rivalry.

Corporate expense of $7.3 million was down from $10.0 million in
the first quarter of 2002 due primarily to the absence of
transition costs associated with the spin-off of FMC
Technologies, Inc.  Interest expense, net (including Affiliate
interest expense) was $26.9 million, up significantly from
interest expense of $17.1 million in the prior-year period due
to higher interest rates following the October 2002 refinancing.
Other expense of $2.9 million improved slightly from the first
quarter of 2002.  On March 31, 2003, gross consolidated debt was
$1,317.6 million and debt, net of cash, was $998.3 million.  For
the quarter, depreciation and amortization was $30.5 million,
and capital expenditures were $17.1 million.

                            Outlook

The company reiterated that it expects lower Industrial
Chemicals earnings, due principally to lower prices in its
phosphorus businesses, to offset earnings growth in both
Specialty Chemicals and Agricultural Products during 2003.
Furthermore, the company indicated that it continues to foresee
no material change in net debt at year-end 2003 versus year-end
2002 since, as previously stated, free cash flow generation
available for debt reduction will be absorbed by Pocatello
shutdown and remediation spending, Astaris financing obligations
and an earn-out payment on a 1999 soda ash acquisition.

Walter added: "We see no change to our earlier full-year
guidance of $1.75 to $2.00 per share for 2003.  The second
quarter should be slightly lower than prior-year in the range of
$0.55 to $0.60 per share due primarily to higher interest
expense.  The extent to which we ultimately report at the higher
or lower end of that range will depend largely upon the strength
and timing of demand in Agricultural Products."

Additional details on the Company's outlook and guidance can be
found in the Outlook Statement available on the Web at
http://ir.fmc.comon the Conference Call page.

FMC Corporation is a diversified chemical company serving
agricultural, industrial and consumer markets globally for more
than a century with innovative solutions, applications and
quality products.  The company employs approximately 5,500
people throughout the world.  The company divides its businesses
into three segments: Agricultural Products, Specialty Chemicals
and Industrial Chemicals.

                          *     *     *

As previously reported in Troubled Company Reporter, Standard &
Poor's assigned its triple-'B'-minus rating to FMC Corp.'s
proposed $550 million senior secured credit facilities and
affirmed its triple-'B'-minus corporate credit rating on the
diversified chemical company. The outlook is revised to negative
from stable. At the same time, Standard & Poor's assigned its
double-'B'-plus rating to FMC's proposed $300 million senior
secured notes due 2009 and lowered the ratings on its existing
senior unsecured notes from triple-'B'-minus to double-'B'-plus.

The downgrade reflected the noteholders' diminished recovery
prospects in a default and liquidation scenario, pro forma for
completion of the refinancing plan that will provide the holders
of bank obligations with a first-priority claim on assets.
Proceeds of the notes, which will be secured on a second-
priority basis, will be used primarily to repay existing debt
and to establish a debt reserve account to meet near-term debt
maturities. Pro forma for the refinancing, Philadelphia, Pa.-
based FMC has nearly $1.4 billion of debt outstanding.


GLOBAL CROSSING: National Security Issues Send Hutchison Home
-------------------------------------------------------------
Hutchison Telecommunications Limited has decided to withdraw on
30 April, 2003 its proposed acquisition of a 30.75% stake in
Global Crossing Ltd. Pursuant to the terms of the purchase
agreement between Hutchison, Singapore Technologies Telemedia
Pte., Ltd., and Global Crossing, ST Telemedia will exercise its
rights to acquire Hutchison Telecommunications' planned stake in
a newly constituted Global Crossing.

Despite working closely with the relevant authorities in the
U.S. to address regulatory concerns, it has not been possible to
reach agreement on an appropriate structure that is fully
satisfactory to all parties concerned within a reasonable
investment time frame. Given that the acquisition of a minority
stake in Global Crossing is not core to Hutchison's global
telecommunications strategy, it has decided to withdraw from the
transaction at this juncture.

Global Crossing and ST Telemedia and their management teams have
worked diligently with Hutchison in attempting to consummate
this transaction. Going forward, Hutchison hopes that Global
Crossing can consummate an agreement with ST Telemedia and
emerge successfully from bankruptcy.

Hutchison Telecommunications Limited is a wholly owned
subsidiary of Hutchison Whampoa Limited. HWL is a multinational
conglomerate with businesses spanning 41 countries. With over
150,000 employees worldwide, Hutchison operates and invests in
five core businesses: ports and related services;
telecommunications; property and hotels; retail and
manufacturing; and energy and infrastructure. Its flagship
companies include Hutchison Port Holdings, Hutchison Telecom,
Hutchison Whampoa Properties, A. S. Watson, and Cheung Kong
Infrastructure. In 2002, HWL's consolidated revenue was
HK$111,129 million (US$14,247 million).

For more information, visit http://www.hutchison-whampoa.com


GLOBAL CROSSING: ST Telemedia Increases Investment by $125 Mill.
----------------------------------------------------------------
Global Crossing and Singapore Technologies Telemedia Pte. Ltd.
announced that ST Telemedia would assume the rights and
obligations of Hutchison Telecommunications Limited to invest in
Global Crossing under the purchase agreement signed August 9,
2002. ST Telemedia will increase its original investment under
the purchase agreement from $125 million to a total $250 million
for 61.5 percent ownership interest in the reorganized Global
Crossing upon its emergence from Chapter 11. Emergence is
expected in coming months, subject to obtaining anticipated
regulatory approvals.

Hutchison has decided to withdraw from the Global Crossing
purchase agreement. The agreement, which was approved by the
United States Bankruptcy Court for the Southern District of New
York on August 9, 2002, allows either investor to take over the
investment opportunity of the other on such a withdrawal. ST
Telemedia has decided to assume Hutchison's 30.75 percent stake
in the reorganized Global Crossing.

"ST Telemedia will be an ideal partner for us and will bolster
Global Crossing's position as a leading provider of next
generation telecommunication services on a global scale," said
John Legere, Global Crossing's CEO. "As an innovative
information and communications company having both financial
strength and an aggressive growth plan, ST Telemedia clearly
stands out as an investor that is complementary to Global
Crossing's vision and mission."

The actions taken Wednesday by ST Telemedia and Hutchison will
not change distributions to creditors under Global Crossing's
Chapter 11 Plan of Reorganization, which was accepted by
creditors and confirmed by the Bankruptcy Court in December
2002.

"We are enthusiastic about Global Crossing's future," said Lee
Theng Kiat, president and CEO of ST Telemedia. "This transaction
will help ensure that the company and its employees continue to
provide world class telecommunications service to customers
around the world."

"We're grateful for Hutchison's interest in Global Crossing and
for the flexibility they exercised in adapting to the
circumstances of the investment proposal," added John Legere.
"We wish Hutchison much success in continuing to push the
frontier of telecommunication services, where they have already
established a distinguished track-record through their worldwide
investments."

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

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

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

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

Singapore Technologies Telemedia is a leading information and
communications company in Singapore and the Asia-Pacific region.
Incorporated in 1994, the company provides a wide range of
services including fixed and mobile telecom, wireless data
communications, Internet mobile, managed hosting and IP network,
satellite, cable TV, enhanced broadband and multimedia. ST
Telemedia also is a major shareholder in Singapore's second
largest telecommunications company, StarHub; Indonesia's second
largest telecommunications operator, PT Indosat; and Equinix
Inc., a company providing Internet exchange and infrastructure
services across the United States and Asia-Pacific.

ST Telemedia is a subsidiary of the Singapore Technologies
Group, a technology-based multinational with operations and
interests in more than 20 countries, including the United
States. The Group has U.S. investments in Alabama, Arizona,
California, Massachusetts, North Carolina, Texas, and Virginia.

For more information on ST Telemedia, please visit
http://www.stt.st.com.sg


GMACM MORTGAGE: Fitch Rates Series 2003-J3 Class B-2 Notes at B
---------------------------------------------------------------
Fitch rates $299.8 million GMACM Mortgage Pass-Through
Certificates 2003-J3 classes A-1, A-2, PO, IO, R-I and R-II
certificates ($296.7 million) 'AAA'. In addition, Fitch rates
class M-1 ($1.5 million) 'AA', class M-2 ($600,000) 'A', class
M-3 ($450,000) 'BBB', privately offered class B-1 ($300,000)
'BB' and privately offered class B-2 ($300,000) 'B'.

The 'AAA' rating on the senior certificates reflects the 1.15%
subordination provided by the 0.50% class M-1 certificates,
0.20% class M-2 certificates, 0.15% class M-3 certificates,
0.10% privately offered class B-1 certificates, 0.10% privately
offered class B-2 certificates and 0.10% privately offered class
B-3 certificates (not rated by Fitch). Classes M-1, M-2, M-3, B-
1 and B-2 are rated 'AA', 'A', 'BBB', 'BB' and 'B',
respectively, based on their respective subordination.

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 and GMAC Mortgage
Corporation's servicing capabilities as servicer. Fitch
currently rates GMAC Mortgage Corporation 'RPS1' for servicing.

As of the cut-off date, April 1, 2003, the trust consists of one
group of mortgage loans with an aggregate principal balance of
$300,109,275. The mortgage pool consists of 659 conventional,
fully amortizing 15-year fixed-rate, mortgage loans secured by
first liens on one- to four-family residential properties. The
average unpaid principal balance as of the cut-off date is
$455,401. The weighted average original loan-to-value ratio is
59.58%. The weighted average FICO score for the pool is 738.
Cash-out refinance loans represent 24.16% of the loan pool. The
three states that represent the largest portion of the mortgage
loans are California (21.33%), Massachusetts (12.33%) and New
Jersey (10.43%).

None of the mortgage loans originated in the state of Georgia
are high cost or are governed under the Georgia Fair Lending
Act.

The loans were sold by GMAC to Residential Asset Mortgage
Products, the depositor. The depositor, a special purpose
corporation, deposited the loans in the trust, which then issued
the certificates. For federal income tax purposes, an election
will be made to treat the trust fund as two real estate mortgage
investment conduits.


HAWAIIAN AIRLINES: ILFC Agrees to Restructure Aircraft Leases
-------------------------------------------------------------
Hawaiian Airlines, Inc., a subsidiary of Hawaiian Holdings, Inc.
(Amex: HA; PCX), has reached an agreement with International
Lease Finance Corporation, one of its aircraft lessors, on a
consensual restructuring of the financial terms of the leases
for four Boeing Model 767 aircraft. The agreement is subject to
review by Hawaiian Airlines' creditors committee and approval of
the Bankruptcy Court. Hawaiian intends to assume the leases as
part of its plan of reorganization.

In connection with this agreement, the parties also have agreed
upon an extension of the 60-day period under section 1110 of the
Bankruptcy Code during which a chapter 11 debtor is permitted to
defer its payment of rent on its aircraft. This extension, which
is also subject to court approval, will provide Hawaiian and
ILFC with time to document their agreement and seek final court
approval thereof. The Bankruptcy Court has scheduled a hearing
on May 1, 2003 to consider Hawaiian's request for approval of
the extension.

"We are gratified to have reached this agreement and are
appreciative of the far-sighted approach ILFC has taken with
regard to these negotiations," said John W. Adams, chairman and
CEO of Hawaiian Airlines.

"This agreement brings us one step closer to creating a more
viable, competitive business model for the future," Mr. Adams
said.

"We believe that this agreement paves the way for Hawaiian
Airlines' future," said John L. Plueger, President and COO of
ILFC.

Hawaiian Airlines filed its voluntary petition for
reorganization under chapter 11 of the Bankruptcy Code on
March 21, 2003.

Founded in Honolulu 73 years ago, Hawaiian Airlines is Hawaii's
longest- serving and largest airline. The nation's 12th largest
airline, it is also the second-largest provider of passenger
service between the West Coast and Hawaii.

Hawaiian Airlines currently provides up to 30 nonstop daily
flights between nine cities on the U.S. mainland and Hawaii,
along with weekly service between Honolulu and American Samoa
and Tahiti. The airline also provides charter service between
Honolulu and Anchorage, Alaska. In addition, Hawaiian Airlines
is participating in the federal government's Civil Reserve Air
Fleet, transporting Armed Forces personnel between the U.S. and
points in the Pacific and Middle East.

Hawaiian Airlines takes pride in its innovative onboard service
programs that highlight and promote the people and culture of
Hawaii. The airline has earned numerous international awards for
service in recent years, including the 2001 Zagat Survey's award
for Best Overall U.S. Airline in the Premier category, and the
2001 Diamond Award for In-Flight Service from Onboard Services
magazine. Hawaiian Airlines was rated third highest in Travel &
Leisure magazine's most recent ranking of the Top 10 U.S.
Airlines.

Additional information on Hawaiian Airlines, including
previously issued company news releases, is available on the
airline's Web site at http://www.HawaiianAir.com


HAYES LEMMERZ: Court Okays Bayard as Committee's Special Counsel
----------------------------------------------------------------
The Official Committee of Unsecured Creditors of Hayes Lemmerz
International, Inc., and debtor-affiliates obtained the Court's
authority to retain The Bayard Firm as special litigation
co-counsel, nunc pro tunc to January 13, 2003.

Bayard will be compensated on an hourly basis, plus
reimbursement of the actual and necessary expenses that Bayard
incurs, in accordance with the ordinary and customary rates that
are in effect on the date the services are rendered.  The Bayard
Firm's hourly rates range from:

         Directors                               $350-475
         Associates                              $180-325
         Paralegals and Paralegal assistants      $80-130
(Hayes Lemmerz Bankruptcy News, Issue No. 30; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


HOST MARRIOTT: Red Ink Continued to Flow in First Quarter 2003
--------------------------------------------------------------
Host Marriott Corporation (NYSE: HMT), the nation's largest
lodging real estate investment trust, announced results of
operations for the first quarter of 2003. The first quarter
results reflect the difficult operating environment due to the
war in Iraq and a generally weak economy that has resulted in
reduced group and business travel. First quarter results include
the following:

* The Company's diluted loss per share was $.16 for the first
   quarter 2003 versus a diluted loss per share of $.03 for the
   first quarter of 2002.

* Total revenue was $805 million for the first quarter of 2003
   versus $787 million for the first quarter of 2002, and the net
   loss available to common shareholders was $43 million for the
   first quarter of 2003 and $8 million for the first quarter of
   2002.

* Comparative Funds From Operations, or Comparative FFO, was
   $.16 per diluted share for the first quarter 2003 versus $.24
   per diluted share for the first quarter of 2002.

* Earnings before Interest Expense, Income Taxes, Depreciation
   and Amortization and other non-cash items, or EBITDA, was $175
   million for the first quarter 2003 versus $204 million for the
   first quarter of 2002.

Comparative FFO and EBITDA are non-GAAP financial measures
within the meaning of Securities and Exchange Commission rules
and their use is discussed in more detail on page 4 of this
release.

                       Operating Results

Comparable RevPAR for the first quarter declined 5.5% as a
result of a 2.4% reduction in average room rate and an occupancy
decline of 2.3 percentage points. Operating profit margin and
comparable hotel-level EBITDA margin decreased 3.8 percentage
points and 3.9 percentage points, respectively.

Christopher J. Nassetta, president and chief executive officer,
stated, "We are pleased we have been able to achieve results
that were in accordance with our guidance for the first quarter
despite the difficult operating environment that has been
significantly impacted by the build up to, and the war in Iraq,
the increased terror threat levels and the overall weak
economy."

                        Balance Sheet

As of March 28, 2003, the Company had $313 million in cash on
hand and $300 million of availability under its credit facility.
The Company has no significant refinancing requirements until
2005 and does not believe that it will need to borrow under the
credit facility in 2003.

W. Edward Walter, executive vice president and chief financial
officer, stated, "Consistent with our financial strategy for the
last 18 months, we will continue to maintain high cash reserves,
which combined with limited debt maturities over the next two
years, maximizes our financial flexibility in this challenging
operating environment and positions us to be able to take
advantage of opportunities that arise in the future."

                       2003 Outlook

The Company's updated guidance for RevPAR for full year 2003 is
for a decline of approximately 2% to 3% and a second quarter
RevPAR decline of approximately 6% to 8%. Based upon this
guidance, the Company estimates the following:

* Diluted loss per share should be approximately $.57 to $.65
   for the full year and approximately $.09 to $.12 for the
   second quarter;

* Net loss available to common shareholders should be
   approximately $153 million to $174 million for the full year
   and approximately $24 million to $32 million for the second
   quarter;

* Comparative FFO per share should be approximately $.73 to $.81
   for the full year and approximately $.20 to $.23 for the
   second quarter; and

* EBITDA should be approximately $750 million to $775 million
   for the full year.

Based upon the current outlook, the Company expects that it is
unlikely that it will pay a meaningful dividend on its common
stock in 2003.

Host Marriott is a Fortune 500 lodging real estate company that
currently owns or holds controlling interests in 122 upscale and
luxury hotel properties primarily operated under premium brands,
such as Marriott, Ritz-Carlton, Hyatt, Four Seasons, Swissotel
and Hilton. For further information, please visit the Company's
Web site at http://www.hostmarriott.com

As reported in Troubled Company Reporter's February 17, 2003
edition, Standard & Poor's Ratings Services lowered its
corporate credit rating for upscale hotel owner and operator
Host Marriott Corp. to 'B+' from 'BB-'.

At the same time, Standard & Poor's removed the rating from
CreditWatch, where it was placed on February 5, 2003. The
outlook is stable. Total debt outstanding at the end of
September 2002 was $5.7 billion.

"Standard & Poor's expects the lodging environment will continue
to remain challenging throughout 2003. As rates remain
competitive and operating costs are increasing, lodging
companies are anticipating additional operating margin
deterioration," said Standard & Poor's credit analyst Stella
Kapur. She added, "Given Standard & Poor's current expectations
for 2003, Host's credit measures are not expected to improve
to levels consistent with the previous rating during the
intermediate term, even assuming some success in selling
assets."


INTEGRATED HEALTH: Court Approves Richard Masso Settlement Pact
---------------------------------------------------------------
Integrated Health Services, Inc., and its debtor-affiliates
obtained Judge Walrath's approval of a stipulation settling the
Adversary Proceeding filed by Anthony R. Masso.

                          Backgrounder

As previously reported, the Complaint sought relief to recover
amounts due and payable under two amended promissory notes that
Integrated Health Services, Inc., issued in Mr. Masso's favor
totaling $520,000, plus interest thereon from and after the date
of the Notes and reasonable attorney's fees pursuant to Sections
541, 542(b) and 548 of the Bankruptcy Code.

Pursuant to the Stipulation and in settlement of the Adversary
Proceeding, Mr. Masso will pay the Debtors $125,000.  Upon Court
approval of the Stipulation, Mr. Masso and IHS will be deemed to
have released one another from any and all claims of any kind
whatsoever, whether contingent or matured, liquidated or
unliquidated, known or unknown, pertaining to any act or event.
The Adversary Proceeding will be also dismissed and closed with
prejudice.  In addition, Mr. Masso has agreed to execute and
deliver a confession of judgment to counsel for IHS.  The
Confession of Judgment will be held by counsel to IHS when Mr.
Masso's payment is made and three years have passed.  Any and
all claims filed on Mr. Masso's behalf against the Debtors in
these cases will be deemed withdrawn, and Mr. Masso will waive
any right to receive any distribution on account of these
claims.  Mr. Masso has asserted two administrative priority
claims against the bankruptcy estates for $1,350,000 and
$1,405,200 for unpaid severance under his employment contract.
(Integrated Health Bankruptcy News, Issue No. 56; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


ISTAR: S&P Takes Prelim. Rating Actions on Series 2003-1 Bonds
--------------------------------------------------------------
Standard & Poor's Ratings Services today assigned its
preliminary ratings to iStar Asset Receivables Trust's $762.9
million collateralized mortgage bonds series 2003-1.

The preliminary ratings are based on information as of
April 30, 2003. Subsequent information may result in the
assignment of final ratings that differ from the preliminary
ratings.

The preliminary ratings reflect the credit support provided by
the subordinate classes of certificates; the liquidity provided
by the servicer, fiscal agent, and in certain instances STARS I
Corp., a wholly owned subsidiary of iStar Financial Inc.
(BB+/Positive); and the economics of the underlying mortgage
loans. Standard & Poor's determined that on a weighted average
basis the pool has a debt service coverage of 1.35x based on a
weighted average constant of 9.85% (reflecting actual constants
for the fixed-rate loans and imputed constants for the floating-
rate loans). Standard & Poor's determined that the pool has a
beginning trust loan-to-value ratio of 82.1%, and an ending LTV
of 65.2%. Standard & Poor's DSCs and LTVs reflect all financing
associated with the two mezzanine loans and one junior
participation loan held in the trust and include any senior debt
associated with these three loans that is held outside the
trust.  In addition unless otherwise indicated, all calculations
in the presale report, including weighted averages, do not
consider the junior interests of each of the participated loans
that are not included in the trust assets. The corporate loan
(1.6% of the pool balance) and the credit lease loans (8.1%) are
also excluded from all pool LTV and DSC calculations.

A copy of Standard & Poor's complete presale report for this
transaction can be found on RatingsDirect, Standard & Poor's
Web-based credit analysis system, at
http://www.ratingsdirect.com. The presale can also be found on
Standard & Poor's Web site at http://www.standardandpoors.com.
Select Fixed Income. Then, under Browse by Sector, select
Structured Finance and find the article under Presale Credit
Reports.


                 PRELIMINARY RATINGS ASSIGNED

                 iStar Asset Receivables Trust
          Collateralized mortgage bonds series 2003-1

         Class         Rating        Amount (Mil. $)
         A-1           AAA                   250,000
         A-2           AAA                   264,964
         B             AA+                    19,073
         C             AA                     20,980
         D             AA-                    13,351
         E             A+                     15,258
         F             A                      15,258
         G             A-                     13,351
         H             BBB+                   13,351
         J             BBB                    15,258
         K             BBB-                   26,702
         L             BB+                    19,073
         M             BB                     15,258
         N             BB-                    13,351
         O             B+                      5,722
         P             B                       7,629
         Q             B-                      7,629
         S             CCC                     7,628
         T             N.R.                   19,074

             N.R. -- Not rated.


IT GROUP: Asks Court to Further Extend Plan Filing Exclusivity
--------------------------------------------------------------
Gregg M. Galardi, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, in Wilmington, Delaware, relates that The IT Group, Inc.,
and debtor-affiliates' Plan Proposal Period and Solicitation
Period must each be extended by 90 days, through and including,
July 14, 2003 and August 11, 2003.

With the Committee's support, Mr. Galardi asserts that the
extension is necessary because:

   (a) the Debtors have made significant progress in resolving
       many of their outstanding issues;

   (b) this will give the Debtors an additional opportunity to
       negotiate a consensual plan or plans of reorganization
       with the Committee and the Prepetition Lenders without
       prejudicing any party-in-interest; and

   (c) the Debtors' cases are large and complex and certain
       substantial issues remain unresolved, including:

          (i) the resolution of insurance and environmental
              issues relating to the Debtors' business operations
              at the Northern California sites; and

         (ii) the review and analysis of 7,000 proofs of claim
              filed in these cases.

Mr. Galardi further explains that the extension sought will be
without prejudice to the Debtors' right to seek further
extensions of the Exclusive Periods or the right of any party-
in-interest to seek to reduce the Exclusive Periods for cause.

The Debtors should be given additional time to negotiate the
final terms of a Chapter 11 plan or plans with the Committee and
the Prepetition Lenders without the distraction and expense of
competing plans filed by other parties-in-interest.  Thus, Mr.
Galardi contends, other parties, other than the Committee,
should be prohibited from filing a competing plan during the
extended Exclusive Periods.

Judge Walrath will consider the Debtors' request during the
hearing on May 6, 2003 at 3:00 p.m.  By application of
Delaware Local Rule 9006-2, the Debtors' Exclusive Filing Period
is automatically extended until the conclusion of that hearing.
(IT Group Bankruptcy News, Issue No. 27; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


LEAP WIRELESS: Secures Court Injunction against Utility Cos.
------------------------------------------------------------
Leap Wireless International Inc., and its debtor-affiliates
sought and obtained a Court order:

   A. providing that the Utility Companies are prohibited from
      altering, refusing or discontinuing services on account of:

       (i) the Debtors having commenced these cases, or

      (ii) any outstanding prepetition invoices;

   B. providing that the Utility Companies have "adequate
      assurance of payment" within the meaning of Section 366 of
      the Bankruptcy Code, without the need for payment of
      additional deposits or security;

   C. establishing procedures for determining requests for
      additional adequate assurance;

   D. providing that if a Utility Company requests additional
      adequate assurance that the Debtors believe is
      unreasonable, the Debtors will file a Motion for
      Determination of Adequate Assurance of Payment;

   E. providing that any Utility Company that does not timely
      request additional adequate assurance will be deemed to
      have adequate assurance under Section 366 of the Bankruptcy
      Code;

   F. providing that, in the event that a Determination Motion is
      filed or a Determination Hearing is scheduled, any
      objecting Utility Company will be deemed to have adequate
      assurance of payment under Section 366 of the Bankruptcy
      Code without the need for payment of additional deposits or
      other securities until a Court order is entered in
      connection with the Determination Motion or Determination
      Hearing;

   G. authorizing the Debtors to subject additional Utility
      Companies to the terms of this Order by filing and serving
      notice on any Utility Company; and

   H. providing that, absent further Court order, each of the
      Utility Companies will be treated as "utilities" subject to
      Section 366 of the Bankruptcy Code and the terms of this
      Order.

According to Robert A. Klyman, Esq., at Latham & Watkins, in Los
Angeles, California, in the normal conduct of their business,
the Debtors obtain gas, water, electric, telephone, and other
services from many utility providers.  Utility services are
essential to the Debtors' business operations while their
Chapter 11 cases are pending.  In fact, any interruption of
utility services would severely disrupt the Debtors' business
and damage their chances for a successful reorganization.

Mr. Klyman asserts that the Debtors' utility services are
critical to the day-to-day operations of their business and to
the wireless phone services that Cricket provides.

Mr. Klyman believes that the Debtors have provided "adequate
assurance of payment" to the Utility Companies.  First, and
foremost, the Debtors have a good record of timely paying their
prepetition utility bills.  Also, the Debtors will provide the
Utility Companies with administrative expense priority status
pursuant to Sections 503(b) and 507(a)(1) of the Bankruptcy Code
for utility service provided to the Debtors after the Petition
Date, with the Debtors having every expectation that these
administrative claims will be paid as, and when, they come due.
Court approval of the Cash Collateral Motion will be powerful
evidence of Cricket's liquidity and ability to fund its payment
obligations to the Utility Companies, going forward.

Mr. Klyman points out that the Debtors will also pay all
prepetition obligations to the Utility Companies for utility
services that come due postpetition in the ordinary course,
pursuant to that certain Emergency Motion for Authority to Pay
Certain Critical Prepetition Trade Creditors in the Ordinary
Course.  The Debtors' desire to include the Utility Companies as
Critical Trade Creditors is further evidence that the Utility
Companies will be paid during the course of these bankruptcy
cases.  Indeed, there is no reason for the Debtors to make these
payments, and indeed, for Cricket's secured creditors to consent
to the funding of these payments, if there was not a strong
probability that the Utility Companies services would be
necessary during the pendency of these Chapter 11 cases.

"The Debtors' history of timely payment, willingness and ability
to fund prepetition obligations owing to the Utility Companies
in the ordinary course, and treatment and payment of the
postpetition claims of Utility Companies as administrative
priority claims, together, constitute adequate assurance of
payment pursuant to Section 366 of the Bankruptcy Code," Mr.
Klyman asserts.  "The Debtors believe [that] they can,
effectively, pay the Utility Companies in the ordinary course as
if these cases were never commenced." (Leap Wireless Bankruptcy
News, Issue No. 3; Bankruptcy Creditors' Service, Inc., 609/392-
0900)


LIBERTY MEDIA: Offering $1 Billion of Ten-Year Senior Notes
-----------------------------------------------------------
Liberty Media Corporation (NYSE: L, LMC.B) is selling
$1 billion of 10-year Senior Notes.  Liberty Media expects to
use the net proceeds from the offering for general corporate
purposes.

The Notes will have a stated interest rate of 5.700% payable
semi-annually on each May 15 and November 15.  The Notes will be
redeemable at the option of Liberty Media at the greater of par
or a makewhole amount.  The Notes have been rated BBB- by
Standard & Poors and Fitch and Baa3 by Moody's.  The securities
will be sold in a registered offering and the Managing
Underwriters are Lehman Brothers Inc., Citigroup Global Markets
Inc., and Merrill Lynch & Co.

A copy of the prospectus may be obtained by contacting Liberty
Media's Investor Relations Department at (877) 772-1518.

Liberty Media Corporation (NYSE: L, LMC.B) owns interests in a
broad range of video programming, broadband distribution,
interactive technology services and communications businesses.
Liberty Media and its affiliated companies operate in the United
States, Europe, South America and Asia with some of the world's
most recognized and respected brands, including Encore, STARZ!,
Discovery, QVC and Court TV.

Liberty Media Corp.'s 4.000% bonds due 2029 are presently
trading at about 58 cents-on-the-dollar.


LTV: Court Clears Settlement Agreement with Baker Environmental
---------------------------------------------------------------
LTV Steel Company, Inc., won Judge Bodoh's approval of a
compromise and settlement agreement (and to take the various
agreements that given effect to the settlement) between LTV
Steel and Baker Environmental, Inc., and entities related to
BEI.

                          Backgrounder

In 1968, LTV Steel entered the steel business with its
acquisition of Jones & Laughlin Steel Corporation.  In 1978 and
1984, LTV Steel substantially expanded its steel operations with
the acquisition, first, of Youngstown Steel & Tube Company and,
thereafter, of Republic Steel Corporation.  In 1984, Jones &
Laughlin, into which YS&T previously had been merged, was merged
into and with Republic Steel to form LTV Steel.

One of the YS&T facilities that LTV Steel acquired was the
Indiana Harbor Works, which is located on the southern shore of
Lake Michigan in East Chicago, Indiana.  Before the facility was
sold to ISG in February 2002, LTV Steel operated an integrated
steel-making plant there.

Beginning in the early to mid-1970s, certain steel-making wastes
from the IHW were deposited in an on-site solid waste landfill
known as the Clark Landfill.  The Clark Landfill was located
next to an intake flume that provided process water for IHW from
Lake Michigan.  In 1989, as required by state regulations, LTV
Steel submitted an interim status permit application to the
Indiana Department of Environmental Management that allowed LTV
Steel to continue to operate the Clark Landfill under interim
status.  Ultimately, IDEM ordered LTV Steel to close the Clark
Landfill, which involved, among other things, preparing an IDEM-
approved closure plan for the Clark Landfill and re-grading
sections of the landfill to implement the closure plan.

BEI, a long-time provider of environmental consulting services
to LTV Steel (including environmental consulting, geotechnical
engineering, and landfill design), had been involved with the
Clark Landfill since 1993, when it had prepared a preliminary
grading plan for the Clark Landfill.  That plan indicated, in
general terms, where LTV Steel should place wastes at the site
to attempt to reduce the eventual costs of closure.

In 1996, BEI prepared a stability analysis of the Clark
Landfill, and in late 1996 and early 1997, BEI prepared closure
plans and related documents, including a re-grading plan for the
Clark Landfill.  The re-grading plan involved moving wastes
around the landfill to reshape its contours, which allowed LTV
Steel to close the landfill using an approved cover material.
It also suggested that LTV Steel deposit newly generated wastes
in certain areas of the landfill to aid in the reshaping
process.

During the re-grading process, which began in the spring of
1997, a massive subsurface failure occurred at the Clark
Landfill.  The failure, which occurred in early August 1997,
resulted in partial closure of the intake flume and required LTV
Steel to take emergency remedial and other measures to ensure
that the water supply to the IHW was maintained.

Immediately after the failure, LTV Steel retained BEI and
another engineering company, GAI, to conduct a failure
investigation.  BEI and BAI ultimately prepared failure analysis
reports; in LTV Steel's view, those reports demonstrated that
certain improper engineering work by BEI on the stability
analysis, closure plan, and re-grading plan caused the failure
of the Clark Landfill.

After BEI and GAI had completed their failure analyses, LTV
Steel hired a firm with substantial geotechnical engineering
expertise in the Chicago area, STS Consultants, Ltd., to further
consult with LTV Steel on the cause of failure, as well as to
assist LTV Steel in determining how to remediated the landfill.
Meanwhile, LTV Steel and BEI held discussions about the cause of
failure and agreed to exchange information relating to the re-
grading process, the failure and BEI's pre-failure work,
including its pre-failure stability analyses.

While the investigation by STS was underway, LTV Steel put a
payment hold on BEI's invoices for BEI's post-failure work, in
large part because the relevant contracts between BEI and LTV
Steel contained indemnity provisions whereby BEI was obligated
to indemnify LTV Steel for costs and damages caused by any work
by BEI that did not meet appropriate professional standards.

By order in February 2002, the IHW (including the Clark
Landfill) was sold to ISG in April 2002.  Because it is now the
owner of IHW, and therefore, the Clark Landfill, ISG now has the
responsibility for closing the Clark Landfill in a manner
approved by IDEM.

                      The BEI Litigation

In April 1998 BEI filed a lawsuit against LTV Steel in the
United States District Court for the Western District of
Pennsylvania seeking recovery of BEI's unpaid fees relating to
its failure investigation (an amount currently value in excess
of $300,000 including, potentially, interest).  LTV Steel filed
a counterclaim seeking indemnity from BEI for all increased
closure costs for the Clark Landfill, other damages such as
emergency response costs to stabilize the landfill and preserve
the water supply, engineering fees, and attorney's fees and
litigation costs.

Active litigation proceeded in the case starting in mid- to late
1998, and the case remains pending.  Fact discovery closed in
December 1999, and the parties filed various summary judgment
motions and also filed motions seeking to exclude testimony by
the other party's geotechnical engineering experts.  The
District Court largely denied the parties' summary judgment
motions and granted portions of the parties' motions to exclude
expert testimony.

During the course of the litigation, BEI's professional
liability insurer, Reliance Insurance Company, was placed in
receivership (and later liquidation) by the Pennsylvania
Department of Insurance.  At various stages during the
litigation, BEI asserted in meetings with LTV Steel and LTV
Steel's outside counsel that BEI did not have sufficient assets
to pay any significant judgment rendered against BEI and that,
if LTV Steel obtained any substantial judgment, BEI (a
subsidiary of Michael Baker Corporation) would be placed into
bankruptcy.  In early 2003, LTV Steel filed a new lawsuit
against MBC and another of its subsidiaries (a sister
corporation to BEI), Michael Baker Junior, Inc., in the District
Court.  LTV Steel alleged in that lawsuit that MBC and MBJ were
liable to LTV Steel as alter egos of BEI.  BEI filed a motion
to dismiss that action which remains pending.

                       The BEI Settlement

At various stages during the course of the litigation, LTV Steel
had settlement discussions or meetings with BEI, including a
full-day mediation involving the presiding judge.  At times,
those discussions occurred among counsel; at times, LTV Steel's
business people met directly with BEI's business people.  In
December 2002, the Court set a trial date for May 2003.  In
January, more active settlement discussions began to occur.
During the course of these settlement discussions, BEI increased
its cash settlement position.  Ultimately BEI made an offer to
settle the litigation for $2.5 million, plus a release of BEI's
professional services fee claim.  On February 12, 2003, that
offer was accepted by LTV Steel conditioned upon approval of
the settlement by Judge Bodoh. (LTV Bankruptcy News, Issue No.
47; Bankruptcy Creditors' Service, Inc., 609/392-00900)


MAGELLAN HEALTH: Wins Court Approval of Equity Commitment Letter
----------------------------------------------------------------
Magellan Health Services, Inc., and its debtor-affiliates
obtained the Court's approval of their Equity Commitment Letter
with Amalgamated Gadget, L.P. and Pequot Capital Management,
Inc.

The salient terms of the Equity Commitment Letter are:

     A. The Investors commit, on a standby basis, to make an
        investment of up to $50,000,000 to purchase the common
        stock of reorganized Magellan, the proceeds of which will
        be used for general corporate purposes and to make
        certain payments to facilitate consummation of the Plan.

     B. In exchange for the entire $50,000,000 investment, the
        Investors will receive, as of the effective date of the
        Plan, 26.5% of the outstanding New Stock.  To the extent
        the Investors are required to purchase fewer shares of
        New Stock because holders of general unsecured claims
        subscribe for New Stock in the offering, the Investment
        will be similarly reduced pro rata.

     C. All holders of general unsecured claims in Class 7 under
        the Plan that have been finally allowed or estimated
        pursuant to Bankruptcy Rule 3018(a) will have the right
        to elect to participate in the Investment on a pro rata
        basis under the Plan and, to the extent that any or all
        of the investment is not subscribed to and purchased by
        the claimants, the Investors will purchase the  balance.

     D. The initial Board of Directors of reorganized Magellan
        will consist of seven directors:

        1. Three directors will be allocated to the Investors;

        2. Two additional directors will be selected by mutual
           agreement of the Investors and the Committee, unless
           the Investors purchase less than $25,000,000 of the
           New Stock; or, alternatively, if the Investors
           purchase less than $25,000,000 and more than
           $12,500,000 of the New Stock, one Agreed Director will
           be selected by mutual agreement of the Investors and
           the Committee;

        3. Two additional directors, each a Consent Director,
           will be selected by the Committee or  subject to the
           reasonable consent of the Investors, unless the
           Investors purchase less than $25,000,000 of the New
           Stock; or, alternatively, if the Investors purchase
           less than $25,000,000 and more than $12,500,000 of the
           New Stock, one Consent Director will be selected by
           the Committee, subject to the reasonable consent of
           the Investors.  Under all circumstances, the Investors
           will be entitled to designate Investor Directors,
           agree to Agreed Directors and consent to Consent
           Directors unless, on the Plan effective date, the
           Investors hold 15% or less of the New Stock.  The
           "Committee" means:

           a. to the extent holders of Senior Notes and Senior
              Subordinated Notes that have signed Agreements and
              their Indenture Trustees comprise a majority
              thereof, it will be the Official Committee of
              Unsecured Creditors; or

           b. if the Consenting Noteholders do not comprise a
              majority of the Creditors' Committee, the Committee
              will mean the Consenting Noteholders, other than
              the Investors.

     E. The charter and by-laws of reorganized Magellan in effect
        on the Plan effective date will provide that the
        Investors will have the right to designate directors:

        1. so long as Amalgamated holds more than 20% of the
           outstanding New Stock, it will be entitled to
           designate two directors; and if it holds less than 20%
           but more than 10% of the stock, it will be entitled to
           designate one director; and

        2. so long as Pequot Capital holds more than 10% of the
           outstanding New Stock, it will be entitled to
           designate one director.

     F. The Investors' obligation to make the investment is
        conditioned on a number of items, as set forth in the
        Equity Commitment Letter, including:

        1. no Material Adverse Change will have occurred;

        2. compliance with a revenue and EBITDA condition;

        3. the Debtors having cash or availability as of the Plan
           effective date of at least $20,000,000, and projected
           cash or availability in such amount for 18 months
           thereafter; and

        4. confirmation of the Plan in form and substance
           materially consistent with the Term Sheet.

     G. The Investors have the right to terminate the Equity
        Commitment Letter after the occurrence of certain events,
        including:

        1. failure to pay the Commitment Fee;

        2. failure to file a disclosure statement on or before
           March 26, 2003;

        3. failure of the Bankruptcy Court to approve the Equity
           Commitment Letter on or before April 5, 2003;

        4. failure to obtain Bankruptcy Court approval of the
           disclosure statement on or before June 9, 2003;

        5. the Bankruptcy Court does not confirm the Plan on or
           before November 15, 2003;

        6. the Plan does not become effective on or before
           December 15, 2003;

        7. the Debtors will breach any material provision of the
           Equity Commitment Letter; and

        8. the Plan is withdrawn or modified to provide for any
           terms materially adverse to the Investors or
           inconsistent with the terms of the Equity Commitment
           Letter.

     H. The Equity Commitment Letter provides for the payment of
        various fees, indemnification and expense reimbursement:

        1. The Debtors have agreed to reimburse the Investors for
           all reasonable actual fees and expenses incurred by or
           on behalf of the Investors in connection with the
           preparation and execution of the Equity Commitment
           Letter and all of the documentation related.  The
           Expense Reimbursement is capped at $250,000.  On
           March 10, 2003, the Debtors paid a $250,000 advance in
           respect of the Expense Reimbursement.  In addition,
           the Debtors are also required to reimburse the
           Investors' expenses for their participation in any
           litigation, contested matter and adversary proceedings
           in connection with the Equity Commitment Letter;
           however, this reimbursement obligation is not subject
           to the Cap;

        2. The Debtors are required to indemnify the Investors
           from and against all losses, claims, damages,
           liabilities and other expenses to which they may
           become subject in connection with or relating to the
           Equity Commitment Letter or the use of the proceeds of
           the investment. The Indemnification Obligation is to
           be paid to the Indemnified Party on an as-incurred
           monthly basis.  The Debtors are not required to
           indemnify an Indemnified Party for:

           a. that party's gross negligence or willful
              misconduct; or

           b. disputes arising from an Indemnified Party's breach
              of the Equity Commitment Letter or breach of any
              other agreement between an Indemnified Party and
              the Debtors;

        3. The Debtors are required to pay the Investors a
           $1,000,000 break-up fee if the Debtors fail to
           consummate the Investment on or before
           December 15, 2003 as a result of, among other things:

           a. consummation of an equity investment other than the
              Investment;

           b. breach of the Equity Commitment Letter or the term
              sheet;

           c. submission of a plan that is materially adverse to
              the Investors, materially inconsistent with the
              Term Sheet or if the Debtors move to withdraw or
              Withdraw the Plan; or

           d. the Plan is not confirmed by the Court by
              November 15, 2003; and

        4. The Debtors are required to pay the Investors a
           $1,500,000 commitment fee.  Half of the Commitment
           Fee will be earned after acceptance of the Equity
           Commitment Letter and paid within three business days
           of Bankruptcy Court approval.  The other half will be
           earned and paid:

           a. when the Investment is made and made for at least
              $25,000,000;

           b. consummation of an equity investment other than the
              Investment; or

           c. if the Debtors fail to consummate the Investment
              because the Equity Commitment Letter has been
              terminated by the Investors based on an occurrence
              that would also give rise to the payment of the
              Break-Up Fee. (Magellan Bankruptcy News, Issue No.
              6: Bankruptcy Creditors' Service, Inc., 609/392-
              0900)


MASSEY ENERGY: 1st Quarter 2003 Results Show Weaker Performance
---------------------------------------------------------------
Massey Energy Company (NYSE: MEE) reported financial results
within its previously projected range for the first quarter
ended March 31, 2003, including the cumulative effect of an
accounting change.  Produced coal revenues for the quarter were
$303.0 million, a decrease of 6% from $323.5 million for the
comparable 2002 period.  Massey reported an after-tax loss for
the first quarter of $9.6 million, or $0.13 per share, before a
$7.9 million, or $0.10 per share, non-cash charge to record the
cumulative effect of an accounting change resulting from the
adoption of SFAS 143, "Accounting for Asset Retirement
Obligations," the new accounting standard for recording
reclamation liabilities.  Including this charge, the Company
reported a loss of $17.5 million or $0.23 per share, compared to
a loss of $4.2 million, or $0.06 per share for the comparable
period in 2002.  Coal sales volume for the quarter was 9.9
million tons in 2003, a decrease of 6% from 10.5 million tons in
2002.   EBITDA for the first quarter of 2003 totaled $37.3
million, a 14% decrease from $43.3 million in the comparable
2002 period.

"We were able to achieve our first quarter projections despite
the impact of higher fuel prices, higher employee medical costs
and weather-related issues," said Don L. Blankenship, Massey
Energy Chairman and CEO. The Company reported that the three
longwall moves made during the quarter were successful and that
it is seeing general improvement in operations.  "We remain
confident that the programs we have put in place to reduce cost
and improve productivity are taking hold and expect that our
results for the second half of this year and 2004 will be
positively impacted by better market conditions," continued
Blankenship.  Severe winter weather and high natural gas prices
have contributed to increasing demand for coal and production
continues to decline in Central Appalachia.  The Company
reported that more utilities have come back into the marketplace
and coal prices continue to strengthen.

Blankenship also announced his intention, within the regulatory
"window" available for executive stock trades after this
earnings announcement, to increase his holdings of Massey Energy
common stock by approximately $1 million.

While Massey's total debt increased from $550.0 million at
December 31, 2002 to $588.9 million at the end of the first
quarter of 2003, the Company reported that this increase was due
primarily to the following items: the previously disclosed $10.6
million arbitration award paid to Duke Energy; $12.5 million in
deferred compensation payout made to Mr. Blankenship; and $13.8
million in additional funds utilized to secure the Company's
self-insurance and bonding programs.  Restricted funds used to
collateralize these programs totaled $45.4 million at the end of
the first quarter.

The Company ended the quarter with a balance of $263.7 million
outstanding under its short-term revolving credit facility,
compared to $264.0 million at December 31, 2002.  Available
liquidity was $118.3 million, including $113.9 million on its
bank revolver and $4.4 million in cash.  In January, Massey
completed the establishment of an accounts receivable-based
financing program that allows it to generate cash of up to $80
million at a rate favorable to its existing credit facility.  At
the end of the first quarter, funds outstanding under the
securitization program totaled $42.2 million.  Massey also had
$283 million of its 6.95% Senior Notes outstanding at March 31,
2003, down from $286 million at year end 2002, due to the open
market repurchase of $3 million of these notes during the
quarter.  Its total debt-to-book capitalization ratio at March
31, 2003 was 42.8%, as compared to 40.5% at December 31, 2002.
The Company noted that it is actively engaged in discussions
with financial institutions regarding a replacement of its
existing credit facility, which will expire on November 25,
2003.

During the first quarter, the Company reported that it
successfully moved three of its longwalls to new panels where
they are now experiencing improved productivity.  The Company's
fourth longwall, at its Rockhouse mine, completed its panel in
March and was moved to a new panel.  However, the longwall has
been idled until a new, more powerful, higher horsepower shearer
can be installed, which is expected to enhance productivity.
Rockhouse is expected to resume operations in better mining
conditions in the next several weeks. Snow and cold temperatures
disrupted surface mining during January and February, but
surface mining productivity recovered to near-budgeted levels in
March.  Room and pillar continuous miner productivity remained
strong throughout the quarter, recording an average of over 300
feet per shift. "The impact of our cost cutting and productivity
initiatives are now becoming visible," said Blankenship, "and we
expect our costs to reflect this improvement going forward."

The Company also reported that, during the quarter, members
represented by the United Mine Workers had ratified wage
agreements at its Sprouse Creek and Long Fork processing plants.

The Company currently projects sales of 43 to 45 million tons in
2003, at an expected average sales price of $30.95 - $31.25 per
ton.  Sales commitments for calendar 2003 currently total 42
million tons at an average expected price of $31.00 per ton,
compared to $31.30 for the full year 2002.  "Average per ton
realization should improve starting in the second half of 2003,"
commented Blankenship. Sales commitments for 2004 currently
total 26 million tons.  The Company expects to continue to
generate positive free cash flow and reduce debt during 2003 and
2004.

The Company anticipates shipping between 10.5 and 11.5 million
tons during the quarter ending June 30, 2003, at an estimated
average price per ton of between $30.50 and $30.75.  The Company
projects earnings in the second quarter of breakeven to a loss
of $0.10 per share and EBITDA between $45 and $55 million.

Capital expenditures during the first quarter of 2003 totaled
$17.3 million, compared to $46.1 million in the prior year first
quarter.  The Company anticipates capital spending at
maintenance levels of approximately $100 million for 2003.
Depreciation, depletion and amortization (DD&A) totaled $47.1
million in the first quarter of 2003, compared to $46.9 million
for the prior year first quarter. DD&A is currently expected to
total $190 to $195 million in 2003.

Massey Energy Company, headquartered in Richmond, Virginia, is
the fourth largest coal producer by revenue in the United
States.

As reported in Troubled Company Reporter's December 4, 2002
edition, Standard & Poor's lowered its long-term corporate
credit rating on coal mining company Massey Energy Co., to non-
investment-grade 'BB' from 'BBB-' based on concerns regarding
the Richmond, Virginia-based company's access to capital
markets. Standard & Poor's said that it has also withdrawn its
'A-3' short-term corporate credit and commercial paper ratings
on the company.

The current outlook is developing. A developing outlook
indicates that the ratings could be raised, lowered, or
affirmed.

Standard & Poor's said that at the same time it has assigned its
'BB+' senior secured bank loan rating to Massey's $400 million
of secured revolving credit facilities.

Massey Energy Co.'s 6.950% bonds due 2007 (MEE07USR1) are
trading at about 85 cents-on-the-dollar, DebtTraders says. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=MEE07USR1for
real-time bond pricing.


METROMEDIA INTL: Pays Senior Notes' Interest Within Grace Period
----------------------------------------------------------------
Metromedia International Group, Inc. (OTCBB:MTRM), the owner of
interests in various communications and media businesses in
Eastern Europe, the Commonwealth of Independent States and other
emerging markets, announced a substantial revision to the
program of asset sales it initiated last year.

First, the Company has stopped efforts to sell its core
telephony assets in favor of pursuing further development of
these businesses. Accordingly, the following properties are
being withdrawn from the market: PeterStar, a competitive local
exchange carrier in St. Petersburg, Russia, in which the Company
has a 71% equity interest; BCL, a competitive local exchange
carrier in St. Petersburg, Russia, in which the Company has a
100% equity interest; and Magticom, a GSM mobile telephony
operator in Tbilisi, Georgia, in which the Company has a 34%
equity interest. Second, while the Company will continue
marketing of its cable TV and remaining radio station
properties, the pace of that marketing effort will be moderated,
allowing sufficient time for the Company to realize higher sale
proceeds. As disclosed in the Company's February 3, 2003 press
release, Communications Equity Associates has been engaged to
assist the Company in this marketing effort. CEA contact
information is provided below.

The Company announced that it had remitted $8.05 million to U.S.
Bank Corporate Trust Services, the trustee of its $152.0 million
10-1/2 % Senior Discount Notes due 2007, thereby effecting the
required interest payment within the 30-day grace period
provided under the Senior Notes. This amount reflects the $7.98
million coupon payment that was due on the Senior Notes as of
March 30, 2003, plus interest accrued since that date.

Management anticipates that its annual audited financial
statements, for the fiscal year ended December 31, 2002, will be
completed by mid June 2003 and that the Company will file with
the SEC its Annual Report on Form 10-K by the end of June 2003.
Management also anticipates that it will be able to file its
Quarterly Report on Form 10-Q, for the fiscal quarter ended
March 31, 2003, by the end of June 2003 with the SEC.

In making these announcements, Mark Hauf, Chairman, President
and Chief Executive Officer of the Company commented: "The
actions we are announcing [Wednes]day reflect the considerable
progress we've made in the past two months to address financial
pressures the Company has been facing. Debt has been reduced by
nearly one-third as a result of the transaction concluded with
Adamant and announced last week, which also generated $5 million
in cash. Liquidity pressures have been further relieved through
a program of overhead reductions that will cut annual overhead
run-rate to $3 million to $5 million by year end. Additional
liquidity will be realized from near-term dividend and asset
sale proceeds. These measures provide a realistic basis for
pursuing development rather than sale of our core businesses,
creating opportunity for our financial stakeholders to
participate in future value generation within these businesses.
Reduced liquidity pressures also afford us time to pursue the
sale of remaining non-core businesses at a pace more likely to
yield best returns for our stakeholders. While we have not yet
fully resolved all financial difficulties the Company has been
facing, we believe pre-conditions for a successful restructuring
of the Company are now in place. Our actions [Wednes]day are
consistent with preparation for the realization of that
strategic view."

Metromedia International Group, Inc. is a global communications
and media company. Through its wholly owned subsidiaries and its
business ventures, the Company owns and operates communications
and media businesses in Eastern Europe, the Commonwealth of
Independent States and other emerging markets. These include a
variety of telephony businesses including cellular operators,
providers of local, long distance and international services
over fiber-optic and satellite-based networks, international
toll calling, fixed wireless local loop, wireless and wired
cable television networks and broadband networks and FM radio
stations.

                         *      *      *

As reported in Troubled Company Reporter's January 8, 2003
edition, the Company said it did not believe that it would be
able to fund its operating, investing and financing cash flows
during the next twelve months, without additional asset sales.
As a result, there was substantial doubt about the Company's
ability to continue as a going concern.

The Company has consummated certain asset sales, continues to
explore possible asset sales to raise additional cash and has
been attempting to maximize cash repatriations by its business
ventures to the Company.

If the Company were not able to resolve its liquidity issues,
the Company would have to resort to certain other measures,
including ultimately seeking bankruptcy protection.


MONUMENT CAPITAL: Fitch Affirms B Rating on Class B Notes
---------------------------------------------------------
Fitch Ratings affirmed the ratings on two classes issued by
Monument Capital Ltd., a collateralized debt obligation backed
by 75.1% high yield loans and 15.4% high yield bonds.

The ratings on the following notes have been affirmed:

         -- $306,000,000 class A notes 'AAA';

         -- $64,000,000 class B notes 'B'.

The Book Value Ratio test is failing at 103.8% with a trigger of
108.5%. Currently, interest payments to the unrated class C
notes are collected in a reserve account to be used to reinvest
in collateral as a result of the Book Value Ratio test failure.
According to the March 31, 2003 trustee report approximately $17
million is held in the reserve account.

Monument Capital Ltd.'s collateral includes a par amount of
$13.35 million (3.4%) in defaulted assets. The deal also
contains 8.6% in assets rated 'CCC+' or below excluding
defaults. The deal is also failing its Weighted Average Life
test at 4.56 years. with a maximum of 4.47 years.

Fitch previously downgraded the class B notes on March 19, 2002.
Since then, approximately $11.7 million in par value has
defaulted, which remains aligned with Fitch's default
expectation. In reaching these rating decisions, Fitch conducted
cash flow model runs utilizing several default and interest rate
stress scenarios. In addition, Fitch had conversations with
Alliance Capital Management L.P., the Manager, regarding the
portfolio.

Fitch will continue to monitor this transaction.


MOSAIC GROUP: Delays Filing of Financial Statements for 2002
------------------------------------------------------------
In response to inquiries from the Toronto Stock Exchange, Mosaic
Group Inc., (TSX:MGX) confirmed there have been no material
undisclosed developments.

In December, 2002, Mosaic Group Inc. obtained an order in the
Ontario Superior Court of Justice under the Companies' Creditors
Arrangement Act (Canada) to initiate the restructuring of its
debt obligations and capital structure. Additionally, certain of
Mosaic's US Subsidiaries commenced proceedings for
reorganization under Chapter 11 of the U.S. Bankruptcy Code in
the United States Bankruptcy Court for the Northern District of
Texas in Dallas. Pursuant to these filings, Mosaic and its
relevant subsidiaries continue to operate under a stay of
proceedings.

As stated in its press release of January 28, 2003, Mosaic
retained Lazard Freres & Co. LLC, New York, as Investment
Banker, to assist in the possible sale of all or part of the
Company. This process is progressing smoothly. The Company
believes that, based on current indications of interest and
based on outstanding creditor claims, there will be no recovery
for its shareholders.

Mosaic also announced it will be unable to file its audited
results for the fiscal year ended December 31, 2002 by the
required filing date under applicable Canadian securities
legislation.

The preparation and filing of the Financial Statements is
delayed due to the ongoing restructuring of Mosaic's debt
obligations and capital structure. An announcement will be made
when and if Mosaic determines that it will be in a position to
file its Financial Statements. In accordance with OSC Policy 57-
603, Mosaic intends to satisfy the provisions of the alternate
information guidelines until it has satisfied its financial
statement filing requirements by filing with the relevant
securities regulatory authorities throughout the period in which
it is in default, the same information it provides to all of its
creditors at the times the information is provided to the
creditors and in the same manner as it would file a material
change report pursuant to the Securities Act (Ontario).

Mosaic Group Inc., with operations in the United States and
Canada, is a leading provider of results-driven, measurable
marketing solutions for global brands. Mosaic specializes in
three functional solutions: Direct Marketing Customer
Acquisition and Retention Solutions; Marketing & Technology
Solutions; and Sales Solutions & Research, offered as integrated
end-to-end solutions. Mosaic differentiates itself by offering
solutions steeped in technology, driven by efficiency and
providing measurable and sustainable results for our Brand
Partners. Mosaic trades on the TSX under the symbol MGX. Further
information on Mosaic can be found on its Web site at
http://www.mosaic.com


NAAC ALT: Fitch Rates Ser. 2003-A1 Class B-3 & B-4 Notes at BB/B
----------------------------------------------------------------
Nomura Asset Acceptance Corporation's Alternative Loan Trust
mortgage pass-through certificates, series 2003-A1 class A-1
through A-7, A-IO and A-PO ($195.2 million) is rated 'AAA' by
Fitch Ratings. In addition, Fitch rates class M ($6.5 million)
'AA', class B-1 ($3.2 million) 'A', class B-2 ($1.8 million)
'BBB', class B-3 ($1.7 million) 'BB' and class B-4 ($900,000)
'B'.

The 'AAA' rating on the senior certificates reflects the 7.25%
subordination provided by the 3.10% class M, 1.50% class B-1,
0.85% class B-2, 0.80% privately offered class B-3, 0.45%
privately offered class B-4 and 0.55% privately offered class B-
5. In addition, the ratings reflect the quality of the mortgage
collateral, strength of the legal and financial structures. The
mortgage loans were originated by various originators or
acquired by various originators or their correspondents in
accordance with such originator's respective underwriting
standards and guidelines.

The mortgage loans have been divided into seven pools of
mortgage loans. The combined mortgage pool has an unpaid
aggregate principal balance of approximately $210,770,573,
consists of 929 recently originated, 15-30 year fixed-rate
mortgage loans secured by one- to four-family residential
properties located primarily in California (36.48%) and New York
(11.04%). The weighted average current loan to value ratio
(CLTV) of the mortgage loans is 74.30%. Condo properties account
for 3.80% of the total pool and co-ops account for 0.35%. Cash-
out refinance loans represent 37.79% of the pool and investor
properties represent 14.88% of the pool. The average balance of
the mortgage loans in the pool is approximately $227,077. The
weighted average coupon of the loans is 6.87% and the weighted
average remaining term is 337 months. Option One Mortgage
Corporation is servicing approximately 87.91% of the mortgage
pool with the remainder being serviced by Washington Mutual
Bank, FA (rated 'RPS2+' by Fitch as a primary servicer).

None of the mortgage loans originated in the state of Georgia
are high cost or are governed under the Georgia Fair Lending
Act.

A special purpose corporation, NAAC, deposited the loans into
the trust, which then issued the certificates. JP Morgan Chase
Bank will serve as trustee. For federal income tax purposes, a
real estate mortgage investment conduit election will be made
with respect to the trust fund.


NAT'L CENTURY: US Trustee Balks at Carlile Patchen's Engagement
---------------------------------------------------------------
The U.S. Trustee for Region 9, Saul Eisen, discloses that
Carlile Patchen & Murphy, LLP, represented Highland Hospital
Association and Highland Behavioral Services, Inc. as legal
counsel in this case in an adversary action brought by National
Century Financial Enterprises, Inc., and its debtor-affiliates.

Dean Wyman, Senior Trial Attorney at Office of the U.S. Trustee,
in Cleveland, Ohio, relates that in February 2003, the Carlile
firm interposed an answer which vigorously disputes the Debtors'
allegations.  In effect, the Carlile firm represented defendants
who have a dispute with the Debtors.  The disputes between the
Debtors and Highland are material.  Moreover, the subject matter
of this representation is related to the bankruptcy case.  It
concerns the disposition of funds.

Mr. Wyman outlines these possibilities:

   (a) The Creditors' Committee may take positions different from
       the positions advanced by Carlile on the Highland
       defendants' behalf;

   (b) It is possible that funds that may have been transmitted
       to the Highland defendants may have depleted the funds
       available to creditors; and

   (c) The Carlile firm may have acquired confidential
       information from the Highland defendants.

Regardless of the actual activities and services the Carlile
firm rendered, the integrity of the bankruptcy process is
preserved by having a Court-appointed Counsel who is free from
connections and conflicts.

The U.S. Trustee believes that the Creditors' Committee will not
be prejudiced by the denial of the application.  The Creditors'
Committee is already served by counsel.  It should not be overly
difficult for the Creditors' Committee to locate substitute
local counsel.

The Carlile firm has disclosed a past representation of the
Debtor but it does not fully identify the specific services and
their impact on the current case.  Consequently, the U.S.
Trustee notes that the Carlile firm should supplement the
affidavit to provide the Court and all parties with additional
information.

Mr. Wyman insists that the Creditors' Committee has not
demonstrated any compelling reason why the Court should approve
the retention of a law firm that acted as legal counsel to the
Highland defendants in an adversary proceeding brought about by
the Debtors.  Thus, the U.S. Trustee asks the Court to deny the
application.

                          Backgrounder

The Official Committee of Unsecured Creditors of National
Century Financial Enterprises, Inc. sought the Court's authority
to retain Carlile Patchen & Murphy, LLP, nunc pro tunc to
March 1, 2003, as its local counsel in these Chapter 11 cases.
(National Century Bankruptcy News, Issue No. 15; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


NEXTERA ENTERPRISES: First Quarter Results in Line with Forecast
----------------------------------------------------------------
Nextera Enterprises, Inc. (NASDAQ: NXRA), which consists of
Lexecon, one of the world's leading economics consulting firms,
reported results for the first quarter ended March 31, 2003.

In the 2003 first quarter, Nextera recorded a loss of $0.09 per
share, consistent with the guidance of a $0.09 to $0.12 per
share loss provided as part of the 2002 fourth quarter earnings
announcement. The loss includes charges of $0.06 per share
associated with the resignation of the Company's former chief
executive officer and the amortization expense of non-compete
agreements with certain key service providers of $0.06 per
share.

As expected, revenues for the first quarter rose to $18.8
million, versus $17.5 million in the fourth quarter 2002, a 7%
increase sequentially. Net revenues for the first quarter of
2003 were slightly below Lexecon's first quarter 2002 net
revenues of $18.9 million.

Michael P. Muldowney, Chief Operating Officer and Chief
Financial Officer, said, "We are pleased to have delivered first
quarter results in line with our forecast. As Lexecon continues
to capitalize on demand for its economic consulting services, we
have improved our quarter over quarter revenue, utilization and
revenue per professional."

Net loss for the first quarter was $3.1 million, versus
breakeven net income in the fourth quarter 2002. Included in the
first quarter net loss were $1.9 million of non-recurring
charges related to the resignation of the former chief executive
officer, of which $1.1 million were non-cash charges associated
with the accelerated vesting of stock options. Also included was
the amortization expense of $1.9 million for non-compete
agreements with key service providers.

Operating loss in the first quarter was $1.0 million, down from
income of $2.0 million in the fourth quarter 2002. Nextera did
not record a federal income tax benefit in the first quarter of
2003.

Lexecon's annualized revenue per professional in the first
quarter was $504,000, up from $447,000 per professional in the
fourth quarter of 2002. Lexecon utilization in the first quarter
was 67%, up from 63% in the fourth quarter of 2002. Days sales
outstanding (DSO) increased during the quarter to 115 days,
compared to 103 in the 2002 fourth quarter, as DSO is
historically lowest at year-end. Improved collections in April
have reduced the DSO to approximately 110 days.

Daniel R. Fischel, Chairman, President and Chief Executive
Officer said: "We have recently engaged an investment banker to
help us evaluate various strategic alternatives, and we hope to
develop a number of potential options to increase our liquidity,
thus creating potential avenues to grow the Lexecon business."

The Company had $32.2 million outstanding under its senior
credit facility at the end of the first quarter, up from $27.2
million at the end of the fourth quarter 2002. The increase in
senior debt is due to the amended senior credit facility and
employment agreements with key service providers, both entered
into on December 31, 2002. The Company is scheduled to amortize
approximately $4.7 million of debt in 2003.

Recent client engagements for Lexecon include:

-- Providing expert written and oral testimony on behalf of a
    large power supplier in the Pacific Northwest that was
    instrumental in influencing the resolution of a highly valued
    contract dispute resulting from the Enron bankruptcy;

-- Providing expert analysis of damages for a major
    entertainment ticket distributor in an antitrust case, which
    resulted in its successful defense against allegations of its
    ability to monopolize the market for ticket distribution
    services through the use of long-term exclusive contracts
    with venues;

-- Assisting counsel in the development of Volumetrics Medical
    Imaging, Inc.'s damage claim relating to a potential
    acquisition by ATL Ultrasound, Inc., a subsidiary of Royal
    Philips Electronics N.V., in which the jury returned a
    verdict of $152.0 million in favor of Volumetrics; and

-- A continuing study of various economic and regulatory facets
    of California's 2000 and 2001 energy crisis on behalf of
    major independent power producers.

Nextera Enterprises Inc., through its wholly owned subsidiary,
Lexecon, provides a broad range of economic analysis, litigation
support, and regulatory and business consulting services. One of
the nation's leading economics consulting firms, Lexecon assists
its corporate, law firm and government clients reach decisions
and defend positions with rigorous, objective and independent
examinations of complex business issues that often possess
regulatory implications. Lexecon has offices in Cambridge and
Chicago. More information can be found at http://www.nextera.com
and http://www.lexecon.com

                           *     *     *

                   Liquidity and Capital Resources

In its SEC Form 10-Q filed on November 14, 2002, the Company
reported:

"[The Company's] consolidated working capital was $1.0 million
on September 30, 2002, compared to a working capital deficit of
$5.1 million on December 31, 2001. Included in working capital
were cash and cash equivalents of $1.5 million and $4.5 million
on September 30, 2002 and December 31, 2001, respectively.

"Net cash used in operating activities was $2.4 million for the
nine months ended September 30, 2002. The primary components of
net cash used in operating activities was a decrease of $7.9
million in accounts payable and accrued expenses, due primarily
to bonus payments and restructuring payments, and an increase of
$5.7 million in accounts receivable. These cash outflows were
primarily offset in part by net income of $5.6 million, an
increase in other long-term liabilities of $1.8 million and non-
cash items relating to depreciation and interest paid-in-kind of
$3.6 million.

"Net cash provided by investing activities was $12.0 million for
the nine months ended September 30, 2002, substantially
representing proceeds of $14.7 million received from the sale of
the human capital consulting business offset by restricted cash
of $2.1 million and the purchase of fixed assets of $0.6
million.

"Net cash used in financing activities was $12.5 million for the
nine months ended September 30, 2002. The primary components of
net cash used in financing activities were $10.6 million of
repayments under the Company's Senior Credit Facility and $2.5
million of payments of other debt and capital leases
obligations.

"Effective March 29, 2002, the Company entered into the Senior
Credit Facility with the Company's senior lenders. Under the
Senior Credit Facility, the Company agreed to permanently reduce
the borrowings outstanding under the facility by $6.5 million in
2002 and by $8.0 million in 2003. The Senior Credit Facility
matures on January 2, 2004. Borrowings under the facility will
bear interest at the lender's base rate plus 2.0%, with the
potential for the interest rate to be reduced 100 basis points
upon Nextera achieving certain financial and operational
milestones. In connection with the Senior Credit Facility, the
Company agreed to pay a $0.9 million fee to the senior lenders
over the next two years and issued the senior lenders additional
warrants to purchase 400,000 shares of the Company's Class A
Common Stock at an exercise price of $0.60 per share,
exercisable at the senior lenders' sole discretion at any time
prior to 18 months after payment in full of all of the Company's
obligations due under the Senior Credit Facility. The senior
lenders can elect in their sole discretion to require the
Company to redeem the warrants for a $0.2 million cash payment.
An affiliate of Knowledge Universe, an entity that indirectly
controls Nextera, has agreed to continue to guarantee $2.5
million of the Company's obligations under the Senior Credit
Facility. The Senior Credit Facility contains covenants related
to the maintenance of financial ratios, extending employment
agreements with certain key personnel (which begin to expire on
December 31, 2002) by January 1, 2003, operating restrictions,
restrictions on the payment of dividends, restrictions on cash,
and disposition of assets. The covenants were based on the
Company's operating plan for 2002 and 2003. The Company is
engaged in ongoing discussions with the senior lenders with
respect to its future liquidity requirements, debenture
subordination terms and related matters. As of September 30,
2002, the Company was in compliance with the covenants contained
in the Senior Credit Facility.

"There is no assurance that the Company will be able to meet all
future financial covenants or obtain extensions of the
employment agreements of certain key personnel by January 1,
2003. Failure to achieve either of the above will place the
Company in default of its bank covenants and could have a
material adverse effect on the financial position of the
Company. Moreover, if we are able to obtain extension of these
employment contracts, the cost associated with the extensions
could have a material adverse impact on the financial condition
of the Company.

"The terms of the Senior Credit Facility require the Company to
restrict a portion of its cash on a monthly basis based on
earned bonus amounts in order that a certain percentage of
projected earned bonus amounts is escrowed or paid by the end of
2002. The escrowed funds may only be used by the Company to pay
specified bonuses and the restrictions on cash reduce the
Company's liquidity. At September 30, 2002, Nextera had $2.1
million of cash subject to these escrow arrangements."


NORSKE SKOG: Battles Tough Markets but Cuts Losses for Q1 2003
--------------------------------------------------------------
Challenging economic conditions contributed to a first quarter
net loss for Norske Skog Canada Limited of $24.8 million on
sales of $385.8 million. For the three months ended March 31,
2003, earnings before interest, taxes, depreciation,
amortization and before other non-operating income and expenses
(EBITDA) totaled $11.8 million.

The current quarter's results represent an improvement from the
previous quarter, when the Company's net loss was $37.3 million
on sales of $405.6 million and EBITDA was $10.3 million. This
was primarily due to an after-tax foreign exchange gain of $12.8
million, arising from the translation of U.S. dollar-denominated
debt in the current quarter, compared to an after-tax gain of
$1.4 million for the preceding fourth quarter.

For the same period a year ago, the Company recorded a net loss
of $41.5 million on sales of $324.3 million and EBITDA of
negative $2.1 million. These results included a gain of $4.8
million on the sale of 1.75 million shares of Pope & Talbot Inc.

The Company said its first quarter results largely reflected
constrained growth in paper consumption, resulting from the
prevailing geopolitical climate and slow-paced recovery of the
U.S. and global economies, as well as a weakening U.S. dollar.
Several unusual operating incidents also impacted earnings,
including a temporary shutdown of the Company's Powell River
division that resulted from a chemical imbalance in its effluent
treatment system.

Nonetheless, there were some positive developments in the
period. Price increases, ranging from US$40 per tonne to US$60
per ton, were announced for most specialty paper grades, and a
US$50 per tonne price increase was announced for newsprint for
North American markets in March. In addition, two US$40 per
tonne price increases were implemented for pulp in the quarter,
with a further US$40 per tonne increase announced for April 1.

Despite the soft market conditions, the Company ran at full
capacity during the quarter, largely as a result of strong
demand for its groundwood specialty papers and improving pulp
markets. While paper sales volumes in the first quarter
reflected seasonally-lower demand for lightweight uncoated
specialty papers, the decline was less than in previous years.
Pulp sales volumes reflected the tighter market conditions.

During the quarter, the Company made solid progress in its
recently- launched performance improvement initiative. "In these
unsettled times, we are relentlessly focused on making
substantial gains in the controllable aspects of our business",
said Horner. "Our performance improvement program delivered a
$15 million improvement in our financial results across our
operations during the current quarter, and we are on track to
achieve our aggressive target of $100 million in run-rate
performance improvements over 2002 results, by December 31,
2003."

Other positive developments in the quarter saw the Company named
Paper Supplier of the Year for 2002 by Wal-Mart Stores, Inc.
NorskeCanada also earned inclusion in the Financial Times Stock
Exchange's socially responsible investment index series
following a review of its corporate practices.

"While the recently announced price increases are encouraging,
we believe any meaningful recovery for pulp and paper requires a
sustainable increase in consumption," Horner said. "The outlook
for pulp and paper is difficult to determine given the current
climate. Any negative political or economic developments could
prolong market uncertainty and further delay a solid turnaround.

"In the meantime, we will continue to pursue our performance
improvement gains so we are solidly positioned to reap the
benefits of any sustained upturn."

                          Overview

Increased anxiety concerning the conflict in Iraq, escalating
energy costs, and the slow-paced recovery of U.S. and global
economies preoccupied financial markets and further eroded
consumer confidence during the first quarter of 2003.

For pulp and paper producers, there were several encouraging
developments during the quarter. An improvement in market
fundamentals for specialty papers, related to the shutdown of
several paper-machines and a modest pickup of demand for coated
papers, resulted in the announcement of price increases across
most coated and uncoated groundwood grades, ranging from US$40
per tonne to US$60 per ton. In addition, North American
newsprint capacity reductions, a weakening U.S. dollar and
rising input costs contributed to an announced US$50 per tonne
newsprint price increase in March for North American markets,
despite the continued slow-paced recovery in demand. For pulp
products, tighter market conditions resulting from stronger
export shipments, fibre shortages for producers arising from
poor weather conditions in the U.S. south-east, and the
appreciating Euro, enabled pulp producers to successfully
implement two US$40 per tonne price increases during the current
quarter, and announce a further increase of US$40 per tonne for
April 1.

Even with these positive developments, NorskeCanada, like many
Canadian pulp and paper producers, experienced a challenging
first quarter of 2003. While a softening U.S. dollar and high
fuel costs created a cost-push that led producers to raise
prices, these events, combined with heightened geopolitical and
economic uncertainty, contributed to continued weak industry
financial results.

In spite of continuing soft market conditions, our paper
business operated at full capacity in the current quarter,
compared to 77% for the same period in 2002, due in large
measure to stronger demand for our groundwood specialty papers.
Cost savings and performance improvements continue to be our
primary focus and solid progress in these areas is reflected in
our financial results. However, several unusual incidents during
the current quarter, namely a temporary shut at our Powell River
mill resulting from a chemical imbalance in its effluent
treatment system, a storm-related company-wide power outage and
a steam line rupture at our Crofton operation, offset these
gains. Outside of these operational upsets, we achieved a
noticeable improvement in our performance across our operations.

                      Results of Operations

For the three months ended March 31, 2003, we incurred a net
loss of $24.8 million, and recorded EBITDA of $11.8 million, on
sales of $385.8 million. This compares to the fourth quarter of
2002 when we recorded a net loss of $37.3 million, and EBITDA of
$10.3 million, on sales of $405.6 million. The net loss for the
current quarter included an after-tax foreign exchange gain of
$12.8 million arising from the translation of U.S. dollar
denominated debt, compared to an after-tax gain of $1.4 million
in the preceding quarter. For the same quarter a year earlier,
we reported a net loss of $41.5 million, and EBITDA of negative
$2.1 million, on sales of $324.3 million. The net loss for the
quarter ended March 31, 2002 included a gain of $4.8 million on
the sale of 1.75 million shares of Pope & Talbot Inc.

                Three Months ended March 31, 2003
         Compared to Three Months ended December 31, 2002

Consolidated

EBITDA for the three months ended March 31, 2003 was $11.8
million on total sales of $385.8 million, compared to EBITDA of
$10.3 million on sales of $405.6 million for the quarter ended
December 31, 2002. The impact of less scheduled maintenance
spending projects, higher pulp prices, further operating cost
reductions achieved during the current quarter, and reduced
selling, general and administrative costs, offset the negative
impact of a stronger Canadian dollar, lower 2003 directory
contract pricing and the operational upsets.

We managed to minimize the impact of the sharp increase in oil
and natural gas spot prices during the current quarter by
substituting fuels as required. In addition, we mitigated the
adverse financial impact of escalating energy prices through the
use of fixed price contracts.

Specialties

Lower sales volumes of 261,700 tonnes for the first quarter of
2003, a decrease of 13,600 tonnes, or 4.9%, from the previous
quarter, primarily reflected lower seasonal demand for
lightweight uncoated specialty papers.

The average sales revenue for the current quarter was $815 per
tonne, a decrease of $47 per tonne, or 5.5%, from the preceding
quarter. This was largely a result of a stronger Canadian dollar
relative to the U.S. dollar, lower contract directory
transaction prices and a seasonally lower-value grade mix. These
were partly offset by improved freight costs, most of which
reflected a more favourable destination mix.

The average cost of sales for the current quarter was $732 per
tonne, a decrease of $27 per tonne, or 3.6%, from the previous
quarter. A significant factor in the improvement of our costs
was the continued reduction in the use of kraft as a furnish in
our specialty papers. This saving, together with lower planned
maintenance project spending and a seasonally lower-value grade
mix in the current quarter, more than offset higher unit costs
associated with less calendar days in the period and the
operational upsets.

As a result of the above factors and our improved SG&A costs,
our specialties paper business recorded EBITDA of $14.4 million,
and operating loss of $10.0 million, on sales of $213.3 million
for the current quarter, compared to EBITDA of $18.6 million,
and operating loss of $6.4 million, on sales of $237.2 million
for the previous quarter.

Newsprint

At 195,600 tonnes, our newsprint sales volumes for the first
quarter of 2003 were marginally lower than those for the
previous quarter, as the combined impact of fewer calendar days
and the operational upsets offset higher operating rates in the
first quarter of 2003.

The average sales revenue for the current quarter was $586 per
tonne. The decrease of $20 per tonne, or 3.3%, from the
preceding quarter was primarily a result of a stronger Canadian
dollar relative to the U.S. dollar. Average transaction prices
were largely unchanged from previous quarters.

The average cost of sales for the current quarter was $576 per
tonne, an improvement of $15 per tonne, or 2.5%, from the
previous quarter. This was principally due to further
efficiencies achieved in our fibre and furnish usage and a
planned reduction in maintenance spending. These factors were
partially offset by the adverse impact on fixed costs of the
operational upsets.

As a result of the above factors and our lower SG&A costs, our
newsprint business recorded EBITDA of $(2.7) million, and
operating loss of $18.5 million, on sales of $114.6 million for
the current quarter, compared to EBITDA of $(3.0) million, and
operating loss of $19.3 million, on sales of $120.5 million for
the prior quarter.

Pulp

Pulp sales volumes for the current quarter were 103,900 tonnes,
an increase of 13,800 tonnes, or 15.3%, from the previous
quarter, primarily reflecting stronger market conditions.

Average pulp sales revenue for the current quarter was $557 per
tonne, an increase of $25 per tonne, or 4.7%, from the previous
quarter. For the most part, this reflected higher transaction
prices from the price increases implemented during the current
quarter and lower freight costs arising from a more favourable
destination and customer mix. Unfavourable foreign exchange
movements partially offset these positive factors.

The average cost of sales for pulp for the first quarter was
$539 per tonne, an improvement of $21 per tonne, or 3.8%, over
the preceding quarter. Improved net realizable values on
inventory volumes, as well as several successful energy
reduction initiatives, lower maintenance spending, most of which
related to Crofton's scheduled shutdown in the fall of 2002 and
lower fibre costs outweighed higher costs associated with our
scheduled Elk Falls recovery boiler shutdown in February, a
higher proportion of long-fibre pulp in our sales mix resulting
from the shutdown, and to a lesser extent, higher fossil fuel
costs.

As a result of the above factors and reduced SG&A costs, our
pulp business recorded EBITDA of $0.1 million, and operating
loss of $7.0 million, on sales of $57.9 million for the first
quarter of 2003, compared to EBITDA of negative $5.3 million,
and operating earnings of $10.6 million, on sales of $47.9
million for the previous quarter.

                Three Months ended March 31, 2003
         compared to Three Months ended March 31, 2002

Consolidated

EBITDA for the quarter ended March 31, 2003 was $11.8 million on
total sales of $385.8 million, compared to EBITDA of $(2.1)
million on sales of $324.3 million for the comparative period in
2002. The improvement in EBITDA reflected higher sales volumes,
the realization of further cost reductions, improved pulp prices
and lower scheduled market and maintenance downtime in the
current quarter. A weaker U.S. dollar, lower specialty paper
prices and increased fuel costs partially offset these gains.

Specialties

Sales volumes for the first quarter of 2003 were 261,700 tonnes,
up 55,100 tonnes, or 26.7%, compared to the same period in 2002,
primarily as a result of stronger demand across all grades.

The average sales revenue for the current quarter was $815 per
tonne, a decrease of $97 per tonne, or 10.6%, compared to the
corresponding quarter of 2002, due primarily to a combination of
lower transaction prices and a stronger Canadian dollar relative
to the U.S. dollar, partly offset by performance improvements.

The average cost of sales for the current quarter was $732 per
tonne, an improvement of $16 per tonne, or 2.1%, from the
comparative period in 2002. Various cost reductions, including
improvements in kraft consumption, furnish and chemical costs,
as well as improved unit costs resulting from higher operating
rates more than offset the impact of increased de-inked pulp and
fuel costs and the operational disruptions in the first quarter
of 2003.

As a result of the above factors, our specialties paper business
recorded EBITDA of $14.4 million and operating earnings (loss)
of ($10.0) million, on sales of $213.3 million, for the current
quarter, compared to EBITDA of $25.6 million and operating
earnings (loss) of $4.9 million, on sales of $188.4 million for
the same quarter last year.

Newsprint

Sales volumes for the first quarter of 2003 were 195,600 tonnes,
an increase of 45,000 tonnes, or 29.9%, compared to the same
period in 2002. This was primarily the result of higher market-
related downtime in the first quarter of 2002.

The average sales revenue for the current quarter was $586 per
tonne, a decrease of $18 per tonne, or 3.0%, compared to the
corresponding quarter of 2002. The impact of the weaker U.S.
dollar was partially offset by improved freight costs.
Transaction prices remained largely unchanged from the same
quarter last year.

The average cost of sales for the current quarter was $576 per
tonne, an improvement of $77 per tonne, or 11.8%, compared to
the same quarter a year earlier. This primarily reflected
several performance improvements and cost savings, including a
significant reduction in our use of kraft, lower coating and
chemical costs, and lower unit fixed costs as a result of
market-related downtime in the first quarter of 2002. These
favourable cost movements were partially offset by increased
energy prices and the impact of the unusual operational
incidents in the current quarter.

As a result of the above factors, our newsprint business
recorded EBITDA of $(2.7) million and operating earnings (loss)
of $(18.5) million, on sales of $114.6 million for the current
quarter, compared to EBITDA of $(12.3) million and operating
earnings (loss) of $(27.8) million, on sales of $91.0 million
for the same period in the previous year.

Pulp

Pulp sales volumes for the first quarter of 2003 were 103,900
tonnes, an increase of 18,100 tonnes, or 21.1%, from the
comparable period in 2002. This was primarily due to stronger
market conditions and higher operating rates in the current
quarter.

The average pulp sales revenue for the first quarter of 2003 was
$557 per tonne, an increase of $34 per tonne, or 6.5%, from the
same quarter in 2002. The positive variance was largely due to
improved transaction prices that were partially offset by
unfavourable foreign exchange movements.

The average cost of sales for pulp for the first quarter was
$539 per tonne, an improvement of $135 per tonne, or 20.0%, over
the same quarter in 2002. This was primarily as a result of
lower unit costs resulting from rescheduling our annual kamyr
digester shutdown at Crofton this year from March to May, and
encountering fewer issues during this year's annual recovery
boiler scheduled maintenance shutdown at Elk Falls. In addition,
the positive impact of higher net realizable values on inventory
volumes, reflecting an improvement in pulp prices, various
energy reduction initiatives, and higher operating rates
substantially outweighed the impact of higher fossil fuel costs
in the current period.

As a result of the above factors, our pulp business recorded
EBITDA of $0.1 million and operating earnings (loss) of $(7.0)
million, on sales of $57.9 million, compared to EBITDA of
($15.4) million and operating earnings (loss) of $(21.7)
million, on sales of $44.9 million, for the same period last
year.

Cash Provided (Used) by Operations

Cash flow provided (used) by operating activities, after changes
in non- cash working capital, for the quarter ended March 31,
2003 was $(32.3) million, compared to $(6.5) million for the
first quarter of 2002 and $56.5 million for the previous quarter
ended December 31, 2002. Cash flow provided (used) by operating
activities, before changes in non-cash working capital, for the
quarter ended March 31, 2003 was $(4.7) million, compared to
$(27.0) million for the first quarter of 2002 and $(4.6) million
for the previous quarter ended December 31, 2002. Our cash flow
from operations continued to reflect the challenging market
conditions during the current quarter.

Investing and Financing Activities

Our capital spending for the quarter ending March 31, 2003
totalled $13.8 million, compared to $9.4 million for the same
quarter in 2002, and $41.7 million for the fourth quarter of
2002. The current quarter's spending included the continuation
of high-return projects initiated in the previous year,
including the No.2 boiler rebuild at Elk Falls, a turbine
generator upgrade at Powell River, and an upgrade to our
advanced thermomechanical pulp facility at our Crofton mill.

During the current quarter we terminated US$105.0 million of
fixed-to- floating interest rate swaps for proceeds of $15.9
million. The funds were applied against our revolving operating
loan.

As of March 31, 2003, the portion of the revolving operating
loan facility available to the Company was $146.1 million. This
consists of the borrowing base as calculated at the quarter end
of $323.5 million less the outstanding drawings, including
letters of credit, of $177.4 million. Our total facility of $350
million matures in July 2005. Subsequent to March 31, 2003, we
negotiated certain amendments to this facility, including
flexibility to increase the borrowing base, and agreement by a
substantial majority of lenders to extend the maturity of the
facility by one year, to July 2006.

We remain in compliance with the covenants under our credit
facilities and bond indentures. Our Consolidated Fixed Charge
Ratio, however, continues to be below the 2.0:1 threshold of the
bond indentures, which, while not constituting a default, does
prohibit the payment of dividends and limit the amount of
additional debt we can incur.

In February 2003, Standard & Poor's lowered its credit rating of
our long-term corporate and senior unsecured debt by one level,
from BB+ to BB, and affirmed its existing debt on our senior
secured debt as BB+. S&P's outlook for our business is stable.

                       Other Developments

BC Forest Reform

In March 2003, the Province of British Columbia proposed
fundamental changes to the regulation of British Columbia's
forest industry, not all of which have yet been enacted. The
legislation provides for, among other things:

- The reallocation of approximately 20% of the allowable annual
   cut from major replaceable forest tenures (to support market-
   based pricing, First Nations accommodation, and local
   communities);

- An increase in the volume of timber to be sold by public
   auction;

- The establishment of a more market-based system of charging
   stumpage on harvesting standing timber; and

- Changes to or elimination of some of the requirements
   associated with holding long-term tenures such as minimum cut
   requirements and requirements that timber be processed through
   specified facilities.

Many details of these changes have yet to be disclosed by the
provincial government and a transition period of up to three
years is anticipated. The changes will not come into effect
until enabling regulations are put into place by the provincial
government. Accordingly, we cannot yet determine the extent to
which these changes will affect the supply of fibre to our
mills, our relationship with our fibre suppliers, or the price
and availability of fibre.

                  Inclusion in "FTSE4Good" Index

In March 2003, we were admitted to the Financial Times Stock
Exchange's socially responsible investment index series,
"FTSE4Good". The FTSE4Good indices provide investors with a tool
to measure the performance of companies that meet globally
accepted international standards of corporate responsibility.
Our inclusion in the FTSE4Good indices represents a significant
accomplishment for NorskeCanada.

                          Outlook

Political and economic uncertainty, in large measure linked to
the conflict with Iraq and concerns about the sluggish
performance of U.S. and global economies, is currently
dominating the minds of consumers as well as global financial
markets. As a result, the near-term outlook for the pulp and
paper industry remains unclear.

The recent tightening of market conditions for groundwood
papers, which has resulted from the shutdown of several higher-
cost mills, the weaker U.S. dollar and stronger demand will
assist producers in implementing the recently- announced price
increases during the second quarter of 2003. Prices for pulp
products are projected to remain fairly steady in the next
quarter, reflecting a rebalancing of supply and demand.

For the balance of the year, we view any meaningful recovery in
paper and pulp markets as being largely dependent on a
sustainable increase in consumption. Any further negative
economic or political developments in the interim could delay
any such recovery. We will continue to maintain a tight control
on capital spending in the event that the forecasted recovery
does not materialize, and remain committed to balancing our
paper production levels with customer demand. We intend to
continue operating our pulp facilities at full capacity through
the balance of 2003.


NORTHWEST AIRLINES: Pilots Develop Strategy to Secure Viability
---------------------------------------------------------------
Northwest Airlines pilots as represented by the Air Line Pilots
Association, International resolved to continue working with
other employee groups and other stakeholders to help ensure the
following:

     *  NWA's long-term viability

     *  NWA is an airline which can sustain future growth and job
        creation for NWA employees

     *  NWA's ability to obtain long-term financing

"We will continue to work with all stakeholders to further
quantify NWA's problems and determine what steps may be
necessary to help secure our airline's and NWA employees'
future," NWA Master Executive Council (MEC) Chairman Mark
McClain said. "In the upcoming weeks, our MEC will meet with all
NWA labor leaders and management to discuss possible solutions."

The MEC also directed the NWA MEC Officers and Negotiating
Committee to develop appropriate "quid pro quo" options in
return for a potential pilot investment in NWA and to report
their efforts no later than the June 2003 MEC Meeting.

"There is no need to rush since NWA's cash reserves are
sufficient for the near term, but our analysis conveys that cost
savings will likely be necessary," McClain said. "It is
imperative that all stakeholders, management and employee groups
share in any solution. This level of participation will help
ensure that our airline continues as a successful global air
carrier."

Founded in 1931, ALPA is the world's oldest and largest pilot
union, representing 66,000 pilots at 42 airlines in the U.S. and
Canada, including approximately 5,600 Northwest pilots. Visit
the ALPA Web site at http://www.alpa.org

Northwest Airlines' 10.150% bonds due 2005 (NWAC05USR2) are
trading at about 85 cents-on-the-dollar, says DebtTraders. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=NWAC05USR2
for real-time bond pricing.


NORTHWESTERN CORP: President & CEO Richard R. Hylland Resigns
-------------------------------------------------------------
NorthWestern Corporation (NYSE: NOR) announced that President
and Chief Operating Officer Richard R. Hylland has resigned,
effective at the end of business on April 30, 2003.  Mr. Hylland
remains a director of NorthWestern.

In connection with his resignation, Mr. Hylland asserted that
there has been a fundamental change in connection with his
employment under his employment agreement.  NorthWestern
disputes such assertion and will defend any related claims made
by Mr. Hylland.  The process relating to the previously
announced evaluation of Mr. Hylland's performance and conduct in
connection with the management of the Company and its
subsidiaries by a Special Committee of NorthWestern's Board of
Directors is continuing.

NorthWestern Corporation is one of the largest providers of
electricity and natural gas in the Upper Midwest and Northwest,
serving more than 595,000 customers in Montana, South Dakota and
Nebraska.  NorthWestern also has investments in Expanets, Inc.,
a provider of networked communications and data services and
solutions to mid-sized businesses nationwide; and Blue Dot
Services Inc., a provider of heating, ventilation and air
conditioning services to residential and commercial customers.

As reported in Troubled Company Reporter's April 25, 2003
edition, Northwestern Corp.'s outstanding credit ratings were
downgraded by Fitch Ratings as follows: senior secured debt to
'BB' from 'BBB-'; senior unsecured notes and pollution control
bonds to 'B+' from 'BB+' and trust preferred securities and
preferred stock to 'B-' from 'BB'. The Rating Outlook remains
Negative. Approximately $2 billion of securities are affected.
The rating action follows Fitch's review of NOR's current and
prospective credit profile including the impact of pre-tax
charges totaling $878.5 million recorded at year-end 2002. The
charges primarily relate to the impairment of goodwill at NOR's
two non-regulated businesses, Expanets and Blue Dot, and the
discontinued operations of Cornerstone Propane Partners, L.P.
Fitch also considered NOR's previously announced plans to
dispose of its investments in Blue Dot and Expanets and focus on
core electric and gas utility operations going forward.

The revised rating levels reflect the continued deterioration in
NOR's credit profile combined with limited opportunities to
reduce debt in the near future.


OGLEBAY NORTON: March 31 Working Capital Deficit Tops $182 Mill.
----------------------------------------------------------------
Oglebay Norton Company (Nasdaq: OGLE) reported its results for
the first quarter ending March 31, 2003. Results for the quarter
include:

* Revenues for the quarter were $62.9 million compared to $62.4
   million in the year- earlier period.

* Operating loss for the quarter was $2.2 million compared to
   operating income of $1.5 million in the first quarter of 2002.

* Net loss for the quarter was $10.2 million, or $2.00 per
   diluted share, compared to a net loss of $5.5 million, or
   $1.09 per diluted share, for the first quarter last year.

* Earnings before interest, taxes, depreciation and amortization
   (EBITDA) for the quarter were $3.2 million compared to $6.2
   million in the first quarter 2002 (see attached financials for
   GAAP reconciliation).

* As previously announced on April 21, 2003, the company's
   syndicated bank group granted a waiver of financial covenants
   through June 15, 2003 and granted access to $4 million of
   committed but reserved funds, in anticipation of the company's
   first quarter results.

Oglebay Norton President and Chief Executive Officer Michael D.
Lundin said, "Severe weather conditions late in the quarter
caused lower than expected contributions from our Great Lakes
Minerals segment and increased costs for our Global Stone
segment. Demand for our Performance Minerals segment's
fracturing sands continued to decline. Retiree-related expenses
continued to increase. These factors, which had a negative
impact on EBITDA for the quarter, combined with our lower than
expected fourth quarter performance caused EBITDA for the
trailing twelve months to fall below the covenant requirements
for our senior bank debt.

"Anticipating that our results would be weaker than expected and
that we potentially could have liquidity issues and/or other
covenant violations, we proactively approached our bank group
and secured a 60-day waiver of our covenants and access to $4
million of the $7.5 million reserved funds," Lundin added.

Segment Reports

The Great Lakes Minerals segment's revenues for the quarter
increased to $4.2 million from $2.3 million in the first quarter
2002. The increase in revenue is primarily related to the
acquisition of Erie Sand and Gravel during the quarter and the
return of iron ore pellet shuttle business, which was absent in
last year's first quarter. Operating loss for the quarter
increased to $2.1 million compared to an operating loss of $1.7
million for the same period in 2002. The increase in operating
loss is primarily due to the seasonal nature of Erie Sand and
Gravel's operations, where production output during the first
quarter is similar to those of the other Great Lakes Minerals
operations.

The Global Stone segment's revenues for the quarter were $40.3
million, up from $39.1 million in the 2002 first quarter. The
increase in revenue is primarily attributable to improved demand
for lime and roofing fillers. These gains were partially offset
by continued softness in demand for fillers in the carpet and
flooring markets. Operating margins decreased to 7.0% for the
quarter compared with 9.0% in last year's first quarter. The
decline was primarily due to higher energy costs and weather-
related operating inefficiencies and delays. Operating income
for the quarter was $2.8 million compared to $3.5 million in
last year's first quarter.

The Performance Minerals segment's revenues for the quarter were
$18.4 million compared to $20.9 million in the same period last
year. The decline in revenue is primarily the result of reduced
demand for fracturing sands caused by a decline in oilfield
activity and reduced demand for industrial sands in the building
materials market. Operating margins were 8.7% for the quarter
compared to 12.7% in the year-earlier period, primarily as a
result of lower production volumes. Operating income for the
quarter was $1.6 million compared to $2.6 million in last year's
first quarter.

Lundin continued: "While our Great Lakes Minerals segment's
fleet revenues improved year-over-year, the delayed start to the
shipping season had a negative impact on the segment's
profitability for the quarter. Flooding at two of our Global
Stone operations resulted in greater production inefficiencies,
increased fuel costs and lost production days, which also
reduced the segment's margins for the quarter. Demand for our
Performance Minerals segment's frac sands continued to decline,
causing decreased production volumes and margin erosion for the
segment."

Outlook

"We are not counting on a reviving economy to lift us in 2003,"
said Lundin. "The indicators we have studied do not point to any
significant recovery in the general economy through the balance
of 2003. Furthermore, we expect fuel and energy prices to be
volatile, and we do not see any relief from rising costs for
healthcare and retiree benefits.

"Consequently, we are taking actions to focus on the
fundamentals and build upon what we were able to accomplish in
2002. We are moving forward with a disciplined approach in
addressing our cash flow and liquidity challenges. We are
exploring any and all strategic alternatives to help achieve a
permanent reduction in debt.

"As a management team, we are committed to doing everything
within our power to reduce our debt and improve our liquidity
while we continue to focus on the fundamentals of running this
business and returning the company to profitability," Lundin
concluded.

Oglebay Norton Company, a Cleveland, Ohio-based company,
provides essential minerals and aggregates to a broad range of
markets, from building materials and home improvement to the
environmental, energy and metallurgical industries. Building on
a 150-year heritage, our vision is to be the best company in the
industrial minerals industry. The company's Web site is located
at http://www.oglebaynorton.com

At March 31, 2003, the Company's balance sheet shows that its
total current liabilities exceeded its total current assets by
about $182 million.

                            *    *    *

As previously reported, Standard & Poor's lowered its corporate
credit and bank loan ratings on Oglebay Norton Co., to single-
'B' from single-'B'-plus due to difficult end-market conditions,
the company's weak financial performance, and its limited free
cash-flow generation, which will continue to result in high debt
levels.

The outlook is negative.

The ratings reflect Oglebay's very high debt leverage, cyclical
end markets, high capital spending requirements relative to
operating cash flow, and refinancing risk. The ratings also
reflect the company's diversified business segments and a focus
on productivity and operational improvements.


ORLANDO PREDATORS: Voluntarily Delists Shares from Nasdaq SCM
-------------------------------------------------------------
The Orlando Predators Entertainment, Inc. (Nasdaq:PRED) elected
to voluntarily delist its Class A Common Stock from the Nasdaq
SmallCap Market effective on May 1, 2003.

The Company indicated that it was not in compliance with the
Nasdaq SmallCap Stock Market maintenance requirements with
respect to stock price and may not be in compliance with the net
worth requirements and, accordingly, had elected to remove its
securities from the Nasdaq SmallCap Market system. Additionally,
the Company feels that delisting from Nasdaq SmallCap Market
will help to reduce certain operating expenses.

Commencing May 1, 2003, the Company's Class A Common stock
trades on the Over the Counter Electronic Bulletin Board under
the symbol PRED.

                          *    *    *

                   Going Concern Uncertainty

In the Company's Form 10-QSB for period ended December 31, 2002,
the Company reported:

"The Company's unaudited consolidated financial statements are
prepared using accounting principles generally accepted in the
United States of America applicable to a going concern, which
contemplate the realization of assets and satisfaction of
liabilities in the normal course of business. The Company has
incurred net losses from operations since inception, has an
accumulated deficit of $15,856,551 through December 31, 2002, a
working capital deficit of $1,694,169 and continues to use
significant amounts of cash in its operations. Management and
the Board of Directors have determined that it is in the best
interest of the Company to pursue the sales of its teams.

"Subsequent to December 31, 2002, the Company entered into an
asset purchase agreement to sell the assets of the Predators,
excluding cash, to a related party entity that is owned in part
by a significant stockholder/employee and a member of the Board
of Directors. The Company is also negotiating with other
unrelated parties for the sale of its other teams."


PAC-WEST TELECOMM: First Quarter 2003 Net Loss Widens to $10MM
--------------------------------------------------------------
Pac-West Telecomm, Inc. (Nasdaq: PACW), a provider of integrated
communications services to service providers and small and
medium-sized enterprises in the western U.S., announced its
results for the first quarter ended March 31, 2003.

Wally Griffin, Pac-West's Chairman and CEO, said, "Our first
quarter results reflect the volatile and challenging environment
that we face in our industry. This quarterly volatility is
exactly why we need to manage our business with a long-term
view. The slow down in economic growth coupled with pricing
pressures created by surplus telecommunications capacity,
distressed players in our industry, and regulatory uncertainty
are validating our conservative strategy to operate more
efficiently and effectively than ever before. Against these
forces, I am pleased to report that we have been able to achieve
line and usage growth in the first quarter of 2003."

Griffin continues, "We believe that we will see more stable
pricing for our services in the near future and expect added
pricing clarity in new interconnection agreements with our two
largest carrier partners, SBC Communications, Inc. and Verizon
Communications, Inc., which will be voted on by the CPUC
shortly. Given our interest obligations on our Senior Notes and
our depreciation expenses, at this time we do not anticipate a
return to positive net income anytime soon. Last year's Net
Income was driven by reciprocal compensation dispute settlements
and gains on retirement of our debt. We are optimistic that a
continued focus on efficiency improvement, prudent cash
management, and pricing stability for our services will position
us for continued line and usage growth and market share gains."

Hank Carabelli, Pac-West's current President and successor to
the CEO position in July of this year, said, "Compared to the
same quarter a year ago, we have grown the number of lines in
service and minutes of use by 31% and 22% respectively, while
introducing unprecedented levels of Five-Star Customer Service
to our customers. We will continue to endeavor to find ways to
become an even better company, and we believe that our customers
will continue to benefit from these improvements."

                               Revenues

Pac-West's total revenues for the first quarter 2003 were $30.5
million, a 37% decrease from revenues of $48.3 million in the
fourth quarter of 2002, and a 29% decrease from revenues of
$43.1 million in the first quarter of 2002.

Revenues for the fourth quarter of 2002 were inclusive of the
receipt of a settlement of $15.8 million from SBC
Communications, Inc. for revenues withheld from previous
periods. Excluding this settlement, Pac-West's total revenues
for the first quarter 2003 decreased 6% from fourth quarter 2002
revenues primarily due to reductions in reciprocal compensation
received, while core business revenues remained relatively flat
quarter-over-quarter.

Similarly, revenues for the first quarter of 2002 were inclusive
of the receipt of a $4.8 million settlement from Verizon
Communications, Inc. for revenues withheld from previous
periods. Excluding this settlement, Pac- West's total revenues
for the first quarter 2003 represented a 20% decrease over first
quarter 2002 revenues driven primarily by reductions in
reciprocal compensation received, which was partially offset by
growth in our core business on a year-over-year basis.

                          Expenses

Cost of sales were $10.7 million in the first quarter of 2003, a
decrease of 19% from $13.3 million in the fourth quarter of
2002, and a decrease of 22% from $13.8 million in the first
quarter of 2002. Cost of sales improvements were the result of
progress in ongoing negotiations with some of the Company's
carriers, and are not indicative of future expense levels.

SG&A expenses were $14.9 million in the first quarter of 2003,
an increase of 7% from $13.9 million in the fourth quarter of
2002, and a 4% increase from $14.3 million in the first quarter
of 2002. SG&A expense increases were due primarily to higher
insurance premiums and increased maintenance expenses associated
with network expansion in 2002 to meet customer demand.

                          Net Loss

Net loss for the first quarter of 2003 was $10.3 million,
compared to net income of $3.2 million for the fourth quarter of
2003, and net income of $7.4 million for the first quarter of
2002.

During the quarter ended March 31, 2003, the Company re-
evaluated the estimated useful lives of certain of its property,
plant and equipment. As a result of its evaluation, certain
estimated useful lives of asset categories within property,
plant, and equipment were adjusted. This adjustment resulted in
a write-off during the quarter of approximately $2.5 million
pertaining to some of the Company's older equipment, which had
remaining asset lives in excess of the new estimated useful
lives. Additionally, a depreciation charge of approximately $1.6
million over prior quarters was recorded due to the prospective
change in ongoing depreciation expense related to the change in
the estimated useful lives.

Net income for the fourth quarter of 2002 was inclusive of the
$15.8 million settlement from SBC Communications, Inc.
Additionally, a gain of $7.1 million was recorded in the fourth
quarter of 2002 as a result of the retirement of $11.4 of Senior
Notes.

Similarly, net income for the first quarter of 2002 was
inclusive of the $4.8 million settlement from Verizon
Communications, Inc. Additionally, a gain of $11.9 million was
recorded in the first quarter of 2002 as a result of the
retirement of $21.0 million of Senior Notes.

                               EBITDA

EBITDA (earnings before interest, net, income taxes,
depreciation and amortization) for the first quarter of 2003 was
$4.9 million, a 75% decrease from EBITDA of $19.3 million for
the fourth quarter of 2002, and an 82% decrease from $26.9
million in the first quarter of 2002. Although EBITDA is not a
measure of financial performance under generally accepted
accounting principles, we believe it is a common measure used by
analysts and investors in comparing the Company's results with
those of our competitors as well as a means to evaluate our
capacity to meet our service obligations. The Company uses
EBITDA as an internal measurement tool and has included EBITDA
performance goals in its 2003 compensation package. Accordingly,
we are including EBITDA in our discussion of financial
performance, as we believe that its presentation provides useful
and relevant information.

EBITDA for the fourth quarter of 2002 was inclusive of the
previously discussed $15.8 million settlement from SBC
Communications, Inc. as well as a gain of $7.1 million as a
result of the retirement of $11.4 million of Senior Notes.

Similarly, EBITDA for the first quarter of 2002 was inclusive of
the previously discussed $4.8 million settlement from Verizon
Communications, Inc. as well as a gain of $11.9 million as a
result of the retirement of $21.0 million of Senior Notes.

                Lines in Service and Minutes of Use

SME on-network DS-0 equivalent lines were 58,889 in the first
quarter of 2003, an 8% sequential increase from 54,385 lines at
the end of the fourth quarter of 2002, and a 35% year-over-year
increase from 43,461 lines at the end of the first quarter of
2002.

SP DS-0 equivalent lines were 278,405 in the first quarter of
2003, a 2% sequential increase from 272,636 lines at the end of
the fourth quarter of 2002, and a 30% year-over-year increase
from 214,145 lines at the end of the first quarter of 2002.

Total DS-0 equivalent lines in service, which include SP and on-
network SME DS-0 line equivalents, were 337,294 in the first
quarter of 2003, a 3% increase sequentially from 327,021 lines
at the end of the fourth quarter of 2002, and a 31% year-over-
year increase from 257,606 lines at the end of the first quarter
of 2002.

Total minutes of use were 9.4 billion in the first quarter of
2003, an 11% increase from 8.5 billion minutes in the fourth
quarter of 2002, and a 22% increase from 7.7 billion minutes for
the first quarter of 2002.

Founded in 1980, Pac-West Telecomm, Inc. is one of the largest
competitive local exchange carriers headquartered in California.
Pac-West's network carries over 100 million minutes of voice and
data traffic per day, and an estimated 20% of the dial-up
Internet traffic in California. In addition to California, Pac-
West has operations in Nevada, Washington, Arizona, and Oregon.
For more information, visit Pac-West's Web site at
http://www.pacwest.com

As reported in Troubled Company Reporter's Thursday Edition,
Standard & Poor's Ratings Services lowered its corporate credit
rating on Stockton, Calif.-based competitive local exchange
carrier Pac-West Telecomm Inc. to 'D' from 'CC'. The rating on
the 13.5% senior notes due 2009 has been lowered to 'D' from
'C'. The downgrade is due to the company's completion of a cash
tender offer to exchange its 13.5% senior notes at a significant
discount to par value. Standard & Poor's views such an exchange
as coercive and tantamount to a default on the original terms of
the notes.

Given the company's significant dependence on reciprocal
compensation (the rates of which the company expects to further
decline in 2003) and its limited liquidity, Pac-West will likely
find the implementation of its business plan continue to be
challenging.


PACIFICARE HEALTH: Reports Improved First Quarter 2003 Results
--------------------------------------------------------------
PacifiCare Health Systems, Inc. (Nasdaq: PHSY), announced that
net income for the first quarter ended March 31, 2003 was $70.8
million, or $1.91 per diluted share. This compares with a loss
of $24.86 per share in the first quarter of 2002, which included
a $25.96 per share non-cash goodwill impairment charge
representing the cumulative effect of a change in accounting
principle related to the adoption of Financial Accounting
Standard 142, and a $0.23 per share credit related to a
settlement with the U.S. Office of Personnel Management.
Excluding the effect of the one-time charge and credit, earnings
for the first quarter last year were $0.87 per diluted share.
The year-over-year increase in earnings was primarily due to
commercial premium rate increases of 18%, stabilized health care
cost trends and a favorable change in estimates of $0.67 per
share for prior period health care costs. The company's first
quarter earnings excluding the change in prior period estimates
was $1.24.

The PacifiCare Board of Directors has decided to make increased
use of restricted shares in lieu of stock options for management
compensation beginning in 2003 to reduce the overhang related to
employee share ownership and minimize earnings dilution.
Further, the company has adopted a policy of expensing new stock
options in accordance with FAS 123, using the prospective
method. The total first quarter selling, general and
administrative expense associated with stock-based compensation
was approximately $2.0 million, net of tax, or $0.05 per share,
and the full year effect is estimated to be approximately $0.24
per share. Similar expenses in 2002 were negligible.

President and Chief Executive Officer Howard Phanstiel said, "We
are extremely pleased that both PacifiCare's first quarter run
rate and reported earnings significantly exceeded our original
expectations and allowed us to raise our full year earnings
guidance to $6.00 to $6.10 per share, including the expensing of
stock options. Our ability to increase medical claims and
benefits payable despite membership reductions, such as CalPERS,
speaks to the strength of the quarter's results and the
continued progress of our turnaround. We also believe that
expensing the value of our stock-based compensation is
consistent with our desire to demonstrate better financial and
operational transparency."

                     Revenue and Membership

First quarter 2003 revenue of $2.7 billion was 4% below the same
quarter a year ago primarily due to a 13% decrease in medical
membership. This was partially offset by significant year-over-
year increases in commercial premium yields of 18% as well as
increases in senior premium yields of 5%. The previously
announced loss of the CalPERS account as of January 1, 2003
accounted for approximately 95% of the reduction in commercial
membership since the fourth quarter of 2002, and the balance was
primarily from planned shrinkage of the Texas HMO product line.
Planned market exits (principally in Houston) and benefit
reductions in our Medicare+Choice business, also effective on
January 1, accounted for most of the first quarter drop in
senior membership.

Specialty and Other revenue grew 14% year-over-year, primarily
due to the strong performance of the company's pharmacy benefit
management subsidiary, Prescription Solutions. Prescription
Solutions continued to grow its unaffiliated membership, which
increased by approximately 161,000 members (10%) in the first
quarter and rose 51% over the first quarter of last year.
PacifiCare Behavioral Health's unaffiliated membership increased
by approximately 87,000 (5%) during the quarter and grew 23%
year-over-year.

                          Health Care Costs

The consolidated medical loss ratio of 84.8% decreased 370 basis
points from the first quarter of 2002 and decreased 80 basis
points sequentially. "We continue to see positive cost trends
emerge in our Medicare+Choice business as a result of market
exits and benefit reductions, as well as our continued focus on
disease and medical management. In addition, we experienced
lower utilization than we originally anticipated as we exited
from Medicare+Choice in the Houston area. This contributed about
one-third of the total favorable prior period adjustment in the
first quarter this year.

"While we continue to assess our future participation in
Medicare+Choice, the strong performance of this business over
the past five quarters gives us a more positive view of its
longevity and ultimate cash flow, and provides more time and
resources to grow our commercial business from our increasing
list of new product offerings," said Phanstiel.

           Selling, General & Administrative Expenses

The SG&A expense ratio of 12.0% for the first quarter of 2003
increased by 110 basis points year-over-year. The increase in
this ratio was the result of lower revenues and continued
investments made to enhance the company's infrastructure in
areas such as IT and claims payment, costs related to the
development and marketing of our new products and expensing
stock-based compensation. The SG&A ratio decreased 160 basis
points sequentially, mainly due to the inclusion of additional
costs in the fourth quarter of 2002 for the write-off of
hardware and software associated with obsolete systems,
severance, seasonal costs associated with the annual commercial
group open enrollment process, and the timing of advertising and
marketing expenses.

                       Other Financial Data

Medical claims and benefits payable totaled $1.1 billion at
March 31, 2003, which increased from the prior quarter due to an
7% sequential increase in risk membership, offset by an increase
in the speed of claims payment. Days claims payable for the
first quarter compared with the fourth quarter increased to 43.5
days from 41.9 days.

"We believe this was a solid quarter by any measure, with
significantly improved margins and earnings, strong free cash
flow as well as cash flow from operations (adjusted for the
timing of first quarter Medicare+Choice payments) and the
continued maintenance of a strengthened balance sheet. We feel
the stage is set for a strong year, hence our comfort with
substantially increased earnings guidance," said Executive Vice
President and Chief Financial Officer Gregory W. Scott.

Earnings before interest, taxes, depreciation, amortization,
(EBITDA) totaled $149.4 million in the first quarter of 2003, up
57% from the prior quarter, and 83% over the prior year.

PacifiCare Health Systems serves more than 3 million health plan
members and approximately 9 million specialty plan members
nationwide, and has annual revenues of about $11 billion.
PacifiCare is celebrating its 25th anniversary as one of the
nation's largest consumer health organizations, offering
individuals, employers and Medicare beneficiaries a variety of
consumer-driven health care and life insurance products.
Specialty operations include behavioral health, dental and
vision, and complete pharmacy and medical management through its
wholly owned subsidiary, Prescription Solutions. More
information on PacifiCare Health Systems is available at
http://www.pacificare.com

                         *      *      *

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

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

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


POLAROID CORP: Court Okays Pachulski as Examiner's Co-Counsel
-------------------------------------------------------------
Polaroid Corporation and its debtor-affiliates' Examiner Perry
M. Mandarino obtained permission from the Court to retain
Pachulski, Stang, Ziehl, Young, Jones & Weintraub, PC as a
Delaware local counsel, nunc pro tunc to February 24, 2003.

As co-counsel, Pachulski will:

  (a) provide legal advise with respect to its powers and duties
      as Examiner;

  (b) prepare necessary applications, motions, answers, orders,
      reports and other legal papers on the Examiner's behalf;

  (c) appear in Court and protect the interest of the Examiner
      before the Court; and

  (d) perform all other legal services for the Examiner which
      may be necessary and proper in these proceedings.

To compensate Pachulski for its services, it will bill the
Debtors based on these hourly rates:

     Laura Davis Jones          $560
     Marc A. Beilinson           560
     Ellen M. Bender             425
     Rachel Lowy Werkheiser      280
     Camille E. Ennis            120
(Polaroid Bankruptcy News, Issue No. 36; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


RATEXCHANGE CORP: March 31 Balance Sheet Upside-Down by $6 Mill.
----------------------------------------------------------------
Ratexchange Corporation (AMEX:RTX), the parent company of RTX
Securities, reported revenue from continuing operations of
$1,867,000 for the first quarter of 2003, compared to $592,000
during the first quarter of 2002. Net loss for the first quarter
2003 was $826,000, or $0.04 per share, a significant improvement
from a net loss of $1,616,000, or $0.09 per share, for the
similar period of 2002.

"We are pleased with our results for the first quarter of 2003
and are starting to see an improved spread of revenue across our
producers," stated Jonathan Merriman, chairman and chief
executive officer of Ratexchange. "As others within investment
banking continue to downsize or leave the business altogether,
RTX is growing and achieved record revenue this quarter from our
advisory and investment banking activities. We remain focused on
working with emerging growth companies and institutional
investors -- this area remains dramatically underserved."

"All of our growth is aimed at serving the market demand and is
achieved under strict cost control discipline," continued
Merriman. "Our efforts to date have given us a strong position
in our market and we continue to hire experienced, cash flow
positive producers in order to reach our goal of near term
profitability."

Cash, cash equivalents, marketable securities, and restricted
cash amounted to $2,376,000 as of March 31, 2003, compared to
$2,777,000 as of December 31, 2002. Subsequent to the end of the
first quarter, Ratexchange Corporation successfully completed a
$2.75 million private placement financing. The offering was
over-subscribed by 10% from the original $2.5 million sought.
"This financing gives us the liquidity to continue to grow the
business intelligently and demonstrates the interest level of
our investors and their confidence that we are successfully
executing our stated business plan. It also allowed us to
complete the restructuring of $5.9 million of our convertible
debt, sharply reducing interest expense and strengthening our
balance sheet" stated Gregory Curhan, chief financial officer of
Ratexchange Corporation.

Highlights for RTX Securities during the first quarter 2003
include:

-- The hiring of Brock Ganeles, formerly with Credit Suisse
    First Boston, to head the Equity Capital Markets Group and to
    serve on the Firm's Management Committee;

-- The achievement of record revenue from investment banking
    activities and hiring of two professionals in that area;

-- The addition of six producers to the sales and trading
    department, focused on growing the Firm's institutional
    revenue and account penetration;

-- The initiation of research coverage for the Health Enabling
    Technologies and Services sector;

-- The open market purchase of 294,000 shares of Ratexchange
    common stock by members of management; and

-- The increase of companies under research coverage to over 65
    and in the number of stocks the Firm makes markets in to 67.

At March 31, 2003, the Company's balance sheet shows a total
shareholders' equity deficit of about $6 million.

RTX Securities Corporation is a securities broker-dealer and
investment bank focused on emerging growth companies and growth-
oriented institutional investors. RTX Securities provides sales
and trading services primarily to institutions, as well as
advisory and investment banking services to corporate clients.
The Company's mission is to become a leader in the researching,
advising, financing and trading of emerging growth equities. RTX
Securities is a subsidiary of Ratexchange Corporation and is
registered with the Securities and Exchange Commission as a
broker-dealer and is a member of the National Association of
Securities Dealers, Inc.


READER'S DIGEST: S&P Places BB+ Credit Rating on Watch Negative
---------------------------------------------------------------
Standard & Poor's Ratings Service placed its 'BB+' corporate
credit rating for Reader's Digest Association Inc. on
CreditWatch with negative implications.

Pleasantville, New York-based Reader's Digest Association
publishes one of the world's highest circulating paid magazines
and is a leading direct marketer of books. Total debt as of
March 31, 2003, was $917 million.

"The CreditWatch listing follows the company's earnings drop in
the fiscal third quarter ended March 31, 2003, versus the prior
year period, weak operating outlook for the fiscal fourth
quarter, increased business risk, and the need to get a bank
amendment to provide sufficient cushion with its debt leverage
covenant," said Standard & Poor's credit analyst Hal Diamond.

EBITDA (prior to a $16 million cash restructuring charge)
declined 4% in the three months ended March 31, 2003, because
the contribution from the May 2002, $760 million Reiman
Publications acquisition did not offset a sharp decline in
international profitability. EBITDA of international businesses
fell roughly 75% in the three months ended March 31, 2003, due
to weakness in the company's core book business resulting from
lower response rates. The company is implementing an operational
restructuring with the goal of reducing costs by $70 million in
the next two years. However, Reader's Digest still expects
weaker results in the fourth quarter of fiscal 2003, as the
reduction in international promotional activities will not be
fully offset by cost reductions.

The core Reader's Digest worldwide magazine and book direct
marketing businesses, accounting for about half of sales, have
declining revenues and low margins. Business risk is increasing
as the company is more dependent on the continued strength of
its QSP (youth magazine subscription), Books are Fun (school
book fairs) and Reiman (specialty magazine publishing)
businesses, which account for the bulk of EBITDA. Additionally,
overall profitability is highly seasonal, with about two-thirds
of EBITDA generated in the fiscal second quarter ended Dec. 31.

Debt to EBITDA increased slightly to 3.65x at March 31, 2003,
from 3.32x at the fiscal year ended June 30, 2002, as weak
profitability was partially offset by debt reduction. The
company plans to repay about $50 million in debt during the
fourth quarter with free cash flow. Even so, the company faces a
step-down in the debt to EBITDA covenant to 3.25x as of
June 30, 2003 from 3.75x as of March 31, 2003. Reader's Digest
has initiated discussions with its bankers to amend the leverage
covenant.

The company expects to resolve this matter during the fourth
quarter.


RELIANCE INS.: Committees Ink Insurance Commissioner Settlement
---------------------------------------------------------------
The Official Unsecured Bank Committee and the Official Unsecured
Creditors' Committee for Reliance Group Holdings, Inc.,
negotiated a settlement agreement with the Commissioner of
Insurance for the Commonwealth of Pennsylvania in her capacity
as the Statutory Liquidator of Reliance Insurance Company.

According to Jack J. Rose, Esq., at White & Case, counsel for
the Bank Committee, and Arnold Gulkowitz, Esq., at Orrick,
Herrington & Sutcliffe, counsel for the Unsecured Creditors'
Committee, the Settlement represents a fair and equitable
compromise of complex competing rights to the primary assets of
the Debtors' estates. The consensual resolution of the
underlying litigation is in the best interests of each of the
Debtors' estates.  The Settlement preserves significant economic
value without further costly, lengthy litigation of uncertain
outcome.  The Settlement is propounded and strongly supported by
the Committees, which are comprised of major debt holders.

The Settlement Agreement is dated April 1, 2003.  The principal
terms of the Settlement are:

     (1) The existing RGH tax group will be terminated and a new
         consolidated group will be formed with RFSC as the
         parent and RIC as a member.  The RGH Tax Group will
         amend past tax returns and make "special estimated tax
         payments" under Section 847 of the IRC.  The Tax Group
         will be terminated as part of any plan of
         reorganization;

     (2) Section 847 Proceeds, relating to a special provision of
         the 1986 Internal Revenue Code governing tax returns of
         insurance companies, are allocated as -- 50% to the
         Liquidator and 50% to a liquidating trustee on behalf of
         RGH and RFSC.  The proceeds are estimated at
         $164,000,000 over the next eight years;

     (3) The Debtors and RIC will enter into an amended Tax
         Allocation Agreement defining the apportionment of tax
         benefits and obligations between them.

     (4) Net Operating Losses over $1,000,000,000 will be
         preserved for the reorganized Debtors' benefit.  The
         Liquidator has informed the Committees that NOLs
         attributable to RIC are estimated to exceed
         $2,000,000,000.  These terms will govern the NOLs
         allocation:

         a) NOLs attributable to RIC of not less than
            $1,250,000,000 -- the Base NOLs -- will be made
            available for RGH and RFSC;

         b) NOLs attributable to RIC in excess of the Base NOLs,
            will remain with RIC to offset income generated in
            connection with its liquidation;

         c) If RIC no longer requires infusions from the NOLs,
            they will be made available to RGH or RFSC;

         d) If the NOLs result in distributions other than the
            Section 847 Refunds, the Liquidator will receive
            equal distributions;

         e) RGH and RFSC are not required to make any payments to
            RIC, nor will income taxes payable by RIC be reduced;
            and

         f) If RIC utilizes the Base Rate NOLs, it will pay the
            Liquidating Trustee in cash 40.35 cents for every $1
            of NOLs utilized by RIC and 50% of this payment will
            be returned to the Liquidator;

     (5) The Order to Show Cause Action and the Constructive
         Trust Action will be dismissed with prejudice;

     (6) The D&O Proceeds realized by the Liquidator, the
         Committees, the Debtors, a liquidating trustee or any
         other estate representative, will be divided as:

         -- 60% to the Liquidator; and

         --  40% to the Estate Representative, with all expenses,
             allocated to the Liquidator's share.

         The D&O Proceeds include proceeds from the action
         commenced by the Liquidator in June 2002 in the
         Commonwealth Court of Pennsylvania against former RIC
         officers and directors.  If an Estate Representative
         initiates an action consistent with the D&O Action, all
         D&O Proceeds will be split 60% to the Liquidator and 40%
         to the Estate Representative if the Liquidator exercises
         its option to pay for any related fees and expenses.  If
         the Liquidator does not exercise this option, the net
         proceeds, after deduction of litigation fees and
         expenses, will be split 50% to the Liquidator and 50% to
         the Estate Representative;

     (7) The Liquidator will have an allowed claim for
         $288,000,000 to be treated in accordance with the terms
         of the Settlement;

     (8) $45,000,000 will be deemed an allowed constructive trust
         claim held by RGH for the benefit of the Liquidator and
         distributed to the Liquidator upon the occurrence of
         certain events, leaving the balance of the Cash to fund
         the plan process and distributions to the other
         creditors of RGH and RFSC; and

     (9) New Cash will be distributed in this order:

         a) to the payment of any tax liabilities -- whether
            federal, state or local -- of RGH and RFSC
            attributable to claims under Sections 507(a)(8) or
            503(b) of the Bankruptcy Code;

         b) to RGH or its designee under the Plan of
            Reorganization until RGH or the designee has received
            an amount equal to $12,000,000; and

         c) on a pro rata basis, 50% of the remaining New Cash to
            RGH or its designee under the Plan and 50% of the
            remaining New Cash to the Liquidator.  Taxes payable
            from investment income of the $45,000,000 held by RGH
            for the benefit of the Liquidator, will be paid by
            the Liquidator.

         New Cash is defined as cash or equivalents received
         after execution of this Agreement into either the RGH or
         RFSC estate before final confirmation of the Plan and
         cash received after Plan confirmation on account of
         assets that were property of the estate on
         June 21, 2001, the Petition Date.

Messrs. Rose and Gulkowitz remind the Court that ownership of
the primary assets of these estates is being vigorously
contested by the Liquidator on the RIC policyholders' behalf.
The Settlement resolves complex litigation pending before three
courts, in two states, raising a multitude of difficult legal
issues of uncertain outcome like:

      (1) claims arising under the law relating to constructive
          trusts;

      (2) the jurisdiction of bankruptcy courts versus the
          jurisdiction of the courts of the Commonwealth of
          Pennsylvania pursuant to the McCarran-Ferguson Act; and

      (3) rights to the benefits of insurance policies in the
          name of one estate, but which also name another estate
          -- as well as officers and directors -- as an
          additional insured, as well as complicated insurance
          coverage issues.

These lawsuits were being prosecuted vigorously and virtually
simultaneously, consuming vast amounts of both the Debtors' and
Committees' time and assets.  The Settlement puts an end to the
litigation and the rapid depletion of the Debtors' limited
resources, represents a critical first step toward a plan of
reorganization, and allows the Debtors and the Committees to
refocus their efforts on the reorganization process.  It also
resolves other complex issues between the competing estates,
like allocation of tax benefits.  Although not yet litigated,
these issues would also add to the high cost of litigation and
delay.

The Settlement is the result of intense negotiations over the
course of more than a year between the Liquidator and the
Committees.  Tradeoffs and compromises were required by the
parties.  The result is an integrated whole that is in the best
interest of the Debtors' estates.

Approval of the Settlement is a critical first step toward
permitting the Debtors or the Committees to file a plan of
reorganization.  However, certain aspects of the Settlement will
become effective upon approval of the Settlement by this Court
and the Commonwealth Court.  For example, regardless of whether
a plan is confirmed for either RGH or RFSC, the Liquidator will
receive the cash component of the Settlement -- no later than
March 31, 2004 -- and be bound to share the D&O Proceeds with
the Estate Representative.

The Committees submit that the compromise and settlement of the
Liquidator's claims against the Debtors represents a fair and
reasonable resolution of the issues raised in the Constructive
Trust Action, the Insurance Policy Action, the Order to Show
Cause Action, as well as the Liquidator's objection to the Bar
Date.  The Settlement fully resolves these lawsuits and disputes
and defines the rights of the Liquidator and the Debtors in the
Assets.

The Committees must deliver an Order approving the Settlement to
the Liquidator by August 31, 2003.  The Commonwealth Court must
also approve the Settlement by that time.  Once effective, the
Settlement becomes binding on the Debtors and their estates with
respect to the settled claims. (Reliance Bankruptcy News, Issue
No. 36; Bankruptcy Creditors' Service, Inc., 609/392-0900)


SAFETY-KLEEN CORP: Confirmation Hearing Reset to August 1, 2003
---------------------------------------------------------------
At the Safety-Kleen Debtors' request, Judge Walsh reset the
hearing scheduled for this week to consider the confirmation of
the First Amended Joint Plan of Reorganization of Safety-Kleen
Corp. and Certain of its Direct and Indirect Subsidiaries to
August 1, 2003 at 1:30 p.m. (Safety-Kleen Bankruptcy News, Issue
No. 56; Bankruptcy Creditors' Service, Inc., 609/392-0900)


SOUTH STREET CBO: S&P Ratchets Ratings on 4 Ser. 1999-1 Classes
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on the
class A-1LB, A-1, A-2L, and A-2 notes issued by South Street CBO
1999-1 Ltd., an arbitrage CBO transaction managed by Colonial
Asset Management, and removed them from CreditWatch with
negative implications, where they were placed Feb. 19, 2003. In
addition, the 'AAA' rating on the class A-1LA is affirmed and
removed from CreditWatch. At the same time, the rating on class
A-3 is affirmed. The ratings on the class A-1LB, A-1, A-2L, and
A-2 notes were previously lowered in October 2002.

The lowered ratings reflect factors that have negatively
affected the credit enhancement available to support the notes
since the ratings were previously lowered. These factors include
continuing par erosion of the collateral pool securing the rated
notes, a negative migration in the credit quality of the
performing assets within the pool, and a decline in the
weighted-average fixed coupon from the collateral pool available
for hedge and interest payments.

Despite the very high level of overcollateralization available
to protect the class A-1LA notes, the rating assigned to the
class A-1LA notes had been placed on CreditWatch, along with the
ratings on the other tranches in the transaction. This was due
to the possibility that, under 'AAA' cash flow run stresses, the
class A-3 notes (currently rated 'CC') could miss an interest
payment, triggering an event of default for the transaction
that would set the principal payments for the A-1A, A-1LB, A-1,
A-2L, and A-2 notes equal in priority to each other. In
reviewing the cash flow analysis generated under 'AAA' stresses
for the transaction, it was determined that a missed interest
payment on the class A-3 notes would not occur while any class
A-1LA notes were still outstanding, leading to the affirmation
of the 'AAA' rating assigned to the class A-1LA notes at this
time.

As of the most recent monthly trustee report (April 17, 2003),
the deal is currently holding $48.34 million in defaults.
Standard & Poor's noted that as a result of asset defaults, the
overcollateralization ratios for the transaction have suffered
since the October 2002 rating action was taken. According to the
report, the class A overcollateralization ratio was at 81.13%,
versus the minimum required ratio of 115.0% and a ratio of
90.10% at the time of the October 2002 rating action. The ratio
has been out of compliance since January 2001.

In addition, the April report indicates that the credit quality
of the collateral pool has deteriorated since the previous
rating action, with three of the transaction's four required
ratings distribution tests failing. Further, $29.85 million
worth of collateral come from obligors whose ratings are on
CreditWatch with negative implications.

According to the April report, the minimum weighted average
fixed-rate coupon was at 9.66%, compared to a coupon of 9.78 %
during the October rating action. The minimum weighted average
coupon required is 9.5%.

As a part of its analysis, Standard & Poor's reviewed the
results of recent cash flow model runs. These runs stressed
various parameters that are instrumental in the performance of
this transaction, and are used to determine its ability to
withstand various levels of default. When the stressed
performance of the transaction was then compared to the
projected default performance of the current collateral pool,
Standard & Poor's found that the projected performance of the
class A-1LB, A-1, A-2L, and A-2 notes, given the current quality
of the collateral pool, was not consistent with the prior
ratings. Consequently, Standard & Poor's has lowered its ratings
on these notes to their new levels. Standard & Poor's will
continue to monitor the performance of the transaction to ensure
that the ratings assigned to the rated tranches continue to
reflect the credit enhancement available to support the notes.

         RATINGS LOWERED AND REMOVED FROM CREDITWATCH

                South Street CBO 1999-1 Ltd.

                  Rating                 Current
      Class    To        From            Balance (mil. $)
      A-1LB    BBB       A/Watch Neg               10.00
      A-1      BBB       A/Watch Neg               55.00
      A-2L     CCC-      CCC/Watch Neg             24.00
      A-2      CCC-      CCC/Watch Neg             36.00

         RATING AFFIRMED AND REMOVED FROM CREDITWATCH

               South Street CBO 1999-1 Ltd.

                  Rating                 Current
      Class    To        From            Balance (mil. $)
      A-1LA    AAA       AAA/Watch Neg             50.09

                    RATING AFFIRMED

              South Street CBO 1999-1 Ltd.

                                   Current
      Class          Rating        Balance (mil. $)
      A-3           CC                       45.5


SPECTRULITE: Gets Final Okay to Obtain $3.75 Million Financing
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Illinois gave its
final stamp of approval to Spectrulite Consortium, Inc.'s
application to obtain Postpetition Financing and use GMAC
Commercial Finance LLC's Cash Collateral.

The Debtor admits that as of the Petition Date, it is indebted
to the GMAC, in the aggregate principal amount of $3,957,000.
The Prepetition Liens constitute first priority, properly
perfected, valid and enforceable security interests on the Pre-
Petition Collateral, which are not subject to any claims,
defenses or setoffs, and which are otherwise unavoidable under
any provisions of the Bankruptcy Code and that all of the
Debtor's cash constitutes Cash Collateral.

The Court has determined that an immediate need exists for the
Debtor to obtain the Financing and to use the Cash Collateral in
order to enable the Debtor to minimize disruption and to avoid
termination of its business operations.

Pursuant to Sections 364(a) and (b) of the Bankruptcy Code, the
Debtor has attempted to obtain, but is unable to obtain,
unsecured credit or secured credit allowable under Section
503(b)(1) of the Bankruptcy Code. A facility in the amount of
the Financing is unavailable to the Debtor except under the
terms and conditions of the Financing.

To avoid immediate harm, the Court gave its authority to the
Debtor to use the proceeds of the Financing for working capital
and other general corporate purposes of the Debtor, as
consistent with the Budget:

                                         28-Feb       15-Mar
                                         ------       ------
    Cash Receipts                             292      607,625
    Cash Disbursements                    387,026      751,271
    DIP Financing (Beg. of Period)      2,541,327    2,636,353
    Net Cash                              (95,026)    (143,646)
    DIP Financing (End of Period)       2,636,353    2,779,999

                                         31-Mar       15-Apr
                                         ------       ------
    Cash Receipts                         651,000      490,625
    Cash Disbursements                    601,014      520,636
    DIP Financing (Beg. of Period)      2,779,999    2,730,013
    Net Cash                               49,986      (30,011)
    DIP Financing (End of Period)       2,730,013    2,760,024

                                         30-Apr       15-May
                                         ------       ------
    Cash Receipts                         475,000      490,625
    Cash Disbursements                    644,122      739,489
    DIP Financing (Beg. of Period)      2,760,024    2,929,146
    Net Cash                             (169,122)    (248,864)
    DIP Financing (End of Period)       2,929,146    3,178,010

                                         31-May
                                         ------
    Cash Receipts                         475,000
    Cash Disbursements                    565,189
    DIP Financing (Beg. of Period)      3,178,010
    Net Cash                              (90,189)
    DIP Financing (End of Period)       3,268,199

For the Postpetition Debt, GMAC is granted an allowed claim
having priority over any and all administrative expenses.

As security for the Postpetition Debt, GMAC is granted:

      a) pursuant to Section 364(c)(2) of the Bankruptcy Code, a
         perfected first priority lien on all Postpetition
         Collateral that constitutes unencumbered property of the
         Debtor;

      b) pursuant to Section 364(c)(3) of the Bankruptcy Code, a
         perfected junior lien on all Postpetition Collateral
         that constitutes property of the Debtor; and

      c) pursuant to Section 364(d)(1) of the Bankruptcy Code, a
         perfected first priority, senior priming lien on all
         Postpetition Collateral that constitutes property of the
         Debtor subject to existing liens securing any
         obligations or indebtedness of the Debtor.

The Debtor will obtain postpetition financing from GMAC, up to
$3,750,000 until June 10, 2003, and as Commitment Fee, the
Debtor will pay to GMAC, the amount of $20,000.

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.


TYCO INT'L: Red Ink Continued to Flow in Fiscal Second Quarter
--------------------------------------------------------------
Tyco International Ltd. (NYSE: TYC, BSX: TYC, LSE: TYI) reported
a loss from continuing operations of 23 cents per share for its
second quarter, compared to a loss from continuing operations of
$1.03 for the same period last year.

     -- Second quarter 2003 results included 55 cents per share
        in after-tax charges related to primarily non-cash
        adjustments arising out of the Company's ongoing program
        of intensified internal audits and detailed controls and
        operating reviews, a change to an accelerated
        amortization method for its ADT dealer program account
        assets, and a change in the accounting for the connect
        fee associated with ADT's dealer program.

     -- Second quarter 2002 results from continuing operations
        included $1.53 per share in after-tax net charges related
        primarily to the impairment of the Tyco Global Network,
        the write-down of investments, and restructuring charges
        associated with the downturn in the electronics and
        telecommunications sectors.

Earnings per share from continuing operations for the six months
ended March 31, 2003 were 8 cents per share, including 55 cents
related to the charges noted above. For the six months ended
March 31, 2002 the loss from continuing operations was 56 cents
per share, including $1.65 related to the charges noted above.
See the discussion below and the accompanying tables to this
release for a more detailed description of these items by
category and by segment.

Revenues for the second quarter 2003 were $9.0 billion, up 4%
from $8.6 billion in the second quarter of last year, reflecting
favorable changes in foreign currency rates. For the six months
ended March 31, 2003 revenues were $17.9 billion, a 4% increase
over the same period last year due to favorable changes in
foreign currency rates.

Cash flow from continuing operating activities was $1.4 billion
in the quarter and $2.2 billion for the six months ended
March 31, 2003, compared to $1.7 billion and $2.7 billion during
the same periods in 2002, respectively.

     -- The Company changed its definition of "free cash flow" in
        March 2003. Under the Company's current definition,
        second quarter 2003 free cash flow was $833 million, or
        47% above the $568 million in the same period in 2002.
        For the six months ended March 31, 2003, free cash flow
        was $967 million compared to negative $205 million for
        the same period in 2002.

     -- Under the Company's prior definition, free cash flow was
        $1.1 billion in the second quarter 2003, compared to $1.0
        billion in the same period in 2002. Free cash flow for
        the six months ended March 31, 2003 was $1.5 billion
        compared to $850 million in the same period in 2002.

("Free cash flow" is a non-GAAP metric used by the Company to
measure its ability to meet its future debt obligations, and is
also one component of measurement used in the Company's
compensation plans. See the accompanying table to this press
release for a cash flow statement presented in accordance with
GAAP, and a reconciliation presenting the components of free
cash flow.)

"Our cash flow this quarter was well ahead of what we projected,
demonstrating the underlying strength of our businesses, as well
as improvements in the collection of receivables and the
management of inventory." said Chairman and CEO Ed Breen. "And
even though we're operating in an economically challenging
environment, operationally our businesses delivered revenues and
segment results in line with the ranges discussed at our
March 13, 2003 Investor meeting."

                     ACCOUNTING ITEMS

The charges arising out of the Company's ongoing program of
intensified internal audits and detailed controls and operating
reviews were $997.4 million pre-tax. This includes the $265
million to $325 million range of anticipated charges announced
on March 13th. Approximately 52% of the charges are the result
of applying management's judgment to estimates of reserves,
accruals and valuations of investments. The remaining 48% is
attributable to account reconciliation discrepancies,
inappropriate capitalization of expenses and other accounting
adjustments, of which 44% relate to prior periods from 1997
through the first quarter of fiscal 2003. Approximately 60% of
the total charges related to the Fire and Security segment and
20% to Engineered Products and Services.

The Company also recorded a charge of $364.5 million pre-tax to
reflect a change in the method of amortization used for ADT
dealer program account assets. The Company has adopted an
accelerated approach, based on a 200% declining balance, as
opposed to the 10 year straight line method previously in place.

The Company has also adopted the newly issued EITF 02-16, which
requires that the connect fee associated with ADT's dealer
program be recognized as a reduction of the dealer asset account
as opposed to a reduction in costs associated with the program.
The impact associated with this change in accounting is recorded
as a cumulative charge of $206.7 million after-tax as of
October 1, 2002, $12 million pre-tax for the first quarter of
fiscal 2003 and $7 million pre-tax in the second quarter of
fiscal 2003.

The Company's continuing reexamination of the dealer program
assets and connect fee was part of management's evaluation of
this business as well as the ongoing process of responding to
the SEC's Division of Corporation Finance inquiries regarding
the dealer program.  The Company has not completed its
discussions with the SEC on these matters or the other
accounting items announced.  The Company, with the concurrence
of its external auditors, believes that all of the charges
announced today, coupled with those set forth in the Company's
Annual Report on Form 10-K for fiscal 2002, are not material
individually or in the aggregate to any prior year, and
therefore, do not require a restatement of previously disclosed
operating results. The Company cannot predict the outcome of its
discussions with the SEC or that such outcome will not
necessitate further amendments or restatements of the Company's
results of operations. The Company hopes to resolve all issues
raised by the ongoing SEC Division of Corporation Finance review
during its fiscal third quarter.

"I am disappointed that our intensified internal audit and
review efforts have identified additional charges, but I believe
at this point we have identified all, or nearly all, legacy
accounting issues," Mr. Breen said. "We have completed balance
sheet reviews for all of our 2,154 accounting entities, and
completed on-site verification of these reviews covering the
vast majority of our assets. Additionally, the issues we have
identified are almost entirely non-cash."

                   QUARTERLY OPERATING RESULTS

Revenues were flat year over year as the positive impact of
changes in foreign currency and acquisitions was offset by lower
revenues at Tyco Telecommunications. Revenues in the electronic
components sector increased $160 million, or 7%, from foreign
currency and $21 million, or 1%, from acquisitions, offset by a
2% decline due to weakened customer demand as decreases in
telecommunications and industrial markets only partially offset
by growth in product sales into the automotive industry.
Telecommunications revenues declined $134 million, or 82%, to
$29 million as no third party systems were built in 2003.

Segment profit includes a net credit of $17.3 million in 2003
and charges of $2.957 billion in 2002. Favorable foreign
currency fluctuations contributed $27 million in 2003. These
improvements were partially offset by a decline in base profits
and margins due primarily to reduced sales and mix changes in
the electronic components sector.

Fire and Security Services

Revenues increased 8% due primarily to a $150 million, or 6%,
positive impact of changes in foreign currency. Security
revenues increased approximately $62 million, or 5%, as a result
of foreign exchange. Fire revenues increased approximately $143
million, or 12%, including 7% from foreign exchange and 1% from
acquisitions.

The segment loss in 2003 includes $936.8 million in charges,
compared to $28.1 million in 2002.  Excluding these charges,
operating income declined by $131.5 million year over year.  In
our security business, increased depreciation and amortization
accounted for $48 million of the operating profit decline,
reflecting the impact of rapid growth in the subscriber asset
and dealer asset base in recent years, as well as the impact of
acquisitions. In the European security business, the year over
year decline in operating income was $ 42 million, primarily
reflecting allowance for doubtful accounts and other expenses
related to higher than expected attrition rates.  The remainder
of the decline in operating income for the segment was
attributable to a weaker worldwide fire and contracting
environment.

Fire and Security has recently announced restructuring programs
at its ADT U.S. and SimplexGrinnell operations, involving
reductions of 1,400 and 1,000 employees, respectively.  These
restructuring programs will result in more streamlined and
effective operations going forward.

Healthcare

Revenues increased 9%, including an $87 million, or 4%, increase
from favorable changes in foreign currency partially offset by a
$9 million decline from the net impact of acquisitions and
divestitures. The increase in net revenues was largely
attributed to increases in the Surgical sector resulting from
the award of the Consorta contract and the introduction of the
new TA Stapler product line; increases in the International
division in Europe, Japan and Asia Pacific partially offset by a
decline in Latin America; increases in the Pharmaceutical
division due to higher volumes in Dosage Narcotics, APAP
and microelectronic chemicals; increases in the Medical sector
resulting from the April 2002 award of the Premier Wound Care
Contract, successful launches of new safety needle and prefill
syringe products, and increased demand in the Ultrasound market;
increases in the Imaging division resulting from higher sales
across the full product line; and increases in the Respiratory
Division resulting mainly from increased volumes in Helios.
These sales increases were partially offset by a decrease in
Retail's base business.

Segment profit includes $7.7 million in net charges in 2003 and
$7.8 million in charges in 2002. Profits in 2003 were favorably
impacted by $24.5 million from foreign currency exchange
fluctuations. The remaining increase in profits and margins was
largely attributed to the favorable sales performance noted
above, favorable absorption as a result of increased production
volumes, and continued focus on optimizing operating expenses.

Engineered Products and Services

Revenues declined 3% compared to the second quarter of 2002,
comprised of a 9% decline primarily due to weaker non-
residential construction markets and lower levels of capital and
project spending by customers partially offset by a 6% benefit
from favorable movements in foreign currency. Declines were most
notable in Flow Control due to weaker valve and thermal control
markets; Electrical and Metal Products, as lower levels of
activity in non-residential construction markets was only
partially offset by higher selling prices; and Earth Tech,
primarily as a result of declines in government spending for
environmental and other projects and declines in construction
projects.

Segment results include charges of $178.3 million in 2003 and
$12.5 million in 2002.  The decrease in profits and margins was
due primarily to lower volume and competitive conditions in our
major markets for valves and controls, thermal controls and
electrical and metal products, as well as higher raw material
costs.

Plastics and Adhesives

Revenues increased $10 million including a $9 million benefit
from foreign currency. Higher selling prices in Plastics as a
result of price increases related to the rising cost of raw
materials, as well as increases in both Plastics and Adhesives
resulting from higher volume of plastic sheeting and duct tape
products, were offset by general economic weakness in the
retail, food service, automotive, industrial and HVAC markets.

Segment profit and margins declined year over year due to $26.7
million in charges recorded in 2003. Additionally, the impact of
rising raw material costs and a less favorable sales mix were
offset by lower selling, general and administrative expenses.

Other Items

Net interest expense was $278 million, up 23% from $226 million
in the same period a year ago, primarily due to increased
borrowing costs.

Corporate expenses for the second quarter of 2003 include
approximately $61 million of charges arising out of the
Company's ongoing program of intensified internal audits and
detailed controls and operating reviews. Additionally, Corporate
expenses include incremental costs of $92 million to maintain
and extend liability coverage under the Company's Directors and
Officers (D&O) and Fiduciary insurance policies for the years
2001 to 2002.

                         LIQUIDITY

The Company had cash on hand of approximately $4.0 billion at
March 31, 2003 compared to approximately $5.7 billion at
December 31, 2002 and approximately $6.2 billion at
September 30, 2002.

During the second quarter, the Company issued convertible bonds
with net proceeds of $4.4 billion, redeemed $3.9 billion in bank
credit facilities and purchased $1.8 billion of its zero coupon
convertible bonds due to the exercise of a put option by the
holders of the security. The Company also repurchased $1.4
billion par value of its outstanding zero coupon bonds that have
a put exercisable at the option of the holders in November 2003,
at a purchase price of approximately $1.1 billion. Approximately
$2.5 billion of this security remains outstanding. Other debt
repurchases amounted to approximately $38 million. In January,
the Company entered into a $1.5 billion 364-day unsecured
revolving credit facility, none of which has been drawn down.

Tyco's debt-to-capitalization ratio was 46.2% at March 31, 2003,
compared with 48.3% at December 31, 2002 and 49.4% at September
30, 2002. The net debt-to-capitalization ratios were 37.8%,
36.9% and 36.8%, respectively, for the same periods.

The Company has put in place a guarantee from Tyco International
Group S.A. (Luxembourg) to bond holders of the Tyco
International Ltd. (Bermuda) zero coupon bonds due 2020 with a
put option in November 2003. The Company has also put in place
inter-company guarantees, primarily from its U.S. operating
subsidiaries representing about two-thirds of consolidated
tangible assets, in favor of TIGSA which should address the
structural subordination concerns of Standard & Poor's Ratings
Services. The inter-company guarantees become effective only if
S&P's senior unsecured credit rating for TIGSA falls below BBB-.

                           OUTLOOK

Mr. Breen concluded: "Even in an uncertain global economy, our
business units exceeded our expectations on cash flow generation
and met our revenue expectations.  These businesses
traditionally have their strongest performance in the third and
fourth quarters of the fiscal year. We believe that this will
again be the case this year. The Fire and Security changes in
amortization will result in a few cents higher expense for the
second half of the year. Even with this we will strive continue
to strive to achieve the low end of the range we set out for the
second half of the year on March 13th. Additionally, we expect
that our free cash flow will be at the top end of the range
discussed on March 13th."

Tyco International Ltd. is a diversified manufacturing and
service company.  Tyco is the world's largest manufacturer and
servicer of electrical and electronic components; the world's
largest designer, manufacturer, installer and servicer of
undersea telecommunications systems; the world's largest
manufacturer, installer and provider of fire protection systems
and electronic security services and the world's largest
manufacturer of specialty valves.  Tyco also holds strong
leadership positions in medical device products, and plastics
and adhesives.  Tyco operates in more than 100 countries and had
fiscal 2002 revenues from continuing operations of approximately
$36 billion.

Tyco International Ltd.'s December 31, 2002 balance sheet shows
a working capital deficit of about $3 billion.


UNITED AIRLINES: Pilots' Union Applauds Workout Agreement
---------------------------------------------------------
The United Master Executive Council of the Air Line Pilots
Association, International issued the following statement from
MEC Chairman Captain Paul Whiteford:

"Judge Wedoff's acceptance of our restructuring agreement with
United Airlines is a major step toward returning our company to
financial health. We look forward to working with company
management to restore United Airlines to its rightful place as
the world's premier airline."


UNITED AIRLINES: Wants Nod for Wage and Work Rule Agreements
------------------------------------------------------------
UAL Corp. (OTC Bulletin Board: UALAQ), the parent company of
United Airlines, commented on the ratification of six-year
agreements on wage and work rule changes by the International
Association of Machinists and Aerospace Workers (IAM) District
141-M, the International Association of Machinists and Aerospace
Workers (IAM) District 141 and the Association of Flight
Attendants (AFA). The agreements provide the significant labor-
cost savings, productivity enhancements and modifications to
scope clauses that will give United the financial and
operational flexibility it needs to succeed now and in the
future.

"Four months ago we set several goals: to reach consensual
agreements on cost savings with all of our unions, to improve
productivity, and to lay the foundation for a more competitive,
flexible and efficient airline," said Glenn F. Tilton, chairman,
president and chief executive officer of UAL. "With
[Wednes]day's ratifications, we have achieved all of those
goals. And parallel to these efforts, we have been running an
airline that customers say has improved its service
considerably.

"With this critical milestone behind us, we can now move quickly
to implement the ratified changes in all of our labor
agreements," continued Tilton. "I want to express my sincere
appreciation to all the members of the AFA, IAM District 141,
and IAM District 141-M for making the successful future of this
airline - and ultimately the future of all its employees -- the
number one priority. I appreciate the tough choices and
sacrifices all our employees are making to help ensure United
emerges from bankruptcy and succeeds for the long-term."

The new contracts were submitted Wednesday to the U.S.
Bankruptcy Court for approval.

IAM District 141-M represents United employees who provide
maintenance, maintenance instructor and ground school instructor
services to the company, as well as utility workers. IAM
District 141 represents United's public-contact, ramp, food-
service, security and other employees.

United operates more than 1,500 flights a day on a route network
that spans the globe.

News releases and other information about United Airlines can be
found at the company's Web site at http://www.united.com


UNITED AIRLINES: Court Makes Clarification to Bar Date Order
------------------------------------------------------------
The Air Line Pilots Association, the Association of Flight
Attendants, the International Association of Machinists and
Aerospace Workers, and the Professional Flight Control
Association seek a clarification of the Bar Date Order.
Specifically, the Unions want Judge Wedoff to permit, but not
require, them to file proofs of claim for claims arising from
obligations under their collective bargaining agreements with
UAL Corporation and its debtor-affiliates.

The Unions serve as collective bargaining representatives for
approximately 60,000 of the Debtors' employees.  Under federal
labor law, the Unions are authorized to enforce their collective
bargaining agreement's terms for their members.  This means
that, in the bankruptcy context, unions are "creditors."

Babette A Ceccotti, Esq., at Cohen, Weiss & Simon, tells the
Court that in order to advise members on claims filing
procedures, the Unions sought an informal agreement with United
to permit filing proofs of claim.  The Debtors would not
formally agree to any procedure, but did not object to this
request.

Ms. Ceccotti emphasizes that the Unions do not seek to limit or
alter the information or advice given to their members.  The
Unions simply want to clarify that they may file protective
proofs of claims.

                         *     *     *

Accordingly, Judge Wedoff grants the Unions' request. (United
Airlines Bankruptcy News, Issue No. 16; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


VALLEY HEALTH: Liquidity Concerns Spurs B+ Revenue Bonds Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on Valley
Health System, California's hospital revenue bonds to 'B+' from
'BB', reflecting the system's significantly diminished liquidity
in 2002. The outlook is negative.

"The rating was not lowered further at this time due to slight
improvements in profitability, increasing revenues, and adequate
debt service coverage," said Standard & Poor's credit analyst
James Cortez. He added, "Valley has also improved management of
its capitation business, although reliance on one physician's
management and medical skills could present challenges."

Valley's liquidity has dropped to 18 days' cash on hand in 2002,
from a five-year high of 70 days. The system's $9.4 million of
unrestricted cash and investments equals only 10% of outstanding
debt. The drop is due primarily to ongoing operating losses and
increased reserves on the balance sheet for prior workmen's
compensation issues, which totaled about $10 million over the
past three years.

The ability of Valley to increase liquidity lies mainly with the
income statement, as receivables remain low at 63 days, although
there appears to be some room to extend the payables cycle, if
necessary. Valley has no future financing plans.

The amount of debt affected is approximately $ 93 million.

Valley Health System operates three acute care hospitals located
about 100 miles southeast of Los Angeles: the flagship, Hemet
Valley with 340 licensed beds, Menifee Valley with 84 beds, and
Moreno Valley with 101 beds. Volume at the three hospitals has
remained stable, with admissions totaling about 24,500 annually.
The system also operates a 120-bed skilled nursing facility.

Valley is affiliated with a 90-physician multispecialty
independent practice association that accounts for 70% of all
patients admitted to Hemet Valley and Menifee Valley. The
physician-chairman of the board of this group, Hemet Community
Medical Group, is also the part owner of Valley Health Care
Management Services LLC, a corporation that has approximately 70
full time employees to manage the hospitals' operations. There
is a profit-sharing arrangement between the physician owner and
Valley Health System.

Valley Health System, as a local hospital district, is also a
political subdivision of California whose operations are
governed by seven board members elected by the voters of the
district.

Although operating revenues and income improved in 2002, the
outlook will remain negative until the operating losses are
substantially reversed, creating an opportunity for liquidity
improvement.


VISHAY INTERTECH: Moody's Drops Sub. Debt Rating to B3 from Ba1
---------------------------------------------------------------
Moody's Investors Service downgraded the subordinated debt
ratings of Vishay Intertechnology and its affiliate, General
Semiconductor, Inc. The rating actions conclude Moody's review
of the company announced on January 10, 2003. Outlook is
negative.

         Lowered Ratings                          To    From

Vishay Intertechnology, Inc.

* US$550 million FIX LYONs due 06/04/2021;       B3     Ba1

General Semiconductor, Inc.

* US$172.5 million 5.75% Convertible
   subordinated notes due 12/15/2006              B2     Ba3

The downgrades reflect the company's declining operating results
combined with increased debt assumed in connection with the
recent acquisition of BCcomponents.

The negative outlook mirrors the agency's concern on the
company's likely covenant violations due to near term liquidity
issues.

Vishay Intertechnology, Inc., headquartered in Malvern,
Pennsylvania,  is a holding company for a group that
manufactures a wide range of passive and active electronic
components.


VISHAY INTERTECHNOLOGY: Responds to Moody's Ratings Downgrades
--------------------------------------------------------------
Dr. Felix Zandman, Chairman and Chief Executive Officer of
Vishay Intertechnology, Inc. (NYSE: VSH) responded vigorously to
the announcement by Moody's Investor Service that it lowered the
ratings on Vishay's subordinated debt.  Dr. Zandman strongly
reaffirmed his belief in Vishay's long-term strategy for
profitability, growth and success in the turbulent, competitive
and cyclical components market. He emphasized that, contrary to
the statements made by the Moody's analyst:

-- Vishay is very pleased with its recent acquisitions and has
    experienced a gratifyingly smooth integration process with
    these new businesses, both from a management and sales
    perspective;

-- Vishay continues to generate cash even in these economically
    challenging times for the electronics industry generally;

-- Vishay anticipates that its available sources of liquidity
    will be more than sufficient to honor the redemption of its
    LYONs(TM) in June 2004 should investors elect to redeem these
    instruments at that time;

-- Vishay does not expect to take any non-cash charges in the
    foreseeable future that would cause it to be in default under
    the terms of its bank revolving credit facility.

Dr. Zandman stated: "For over 15 years we have successfully
implemented a two step plan of growth through acquisitions
followed by periods of integration, cost reductions and synergy
implementation. In the last five years we have become a major
worldwide manufacturer of discrete active components through the
acquisition of Siliconix, Telefunken, the infrared business of
Infinenon and General Semiconductor. We have just completed the
acquisition of BCcomponents (formerly a unit of Phillips) with
its line of passive components, and we have also acquired
several specialty manufacturers of resistive and capacitor
components in the last few years. All of these companies have
been successfully combined with the businesses of Vishay. The
integration of our two largest acquisitions of this decade,
General Semiconductor in 2001 and BCcomponents in 2002 have gone
surprisingly well, even better than expected. In each case we
have achieved, or we are well on our way to achieving,
anticipated synergies and annual cost savings. We are executing
our strategy of moving operations to lower labor cost
jurisdictions, wherever possible. The acquisitions have enabled
us to become a global player in the components markets, with
almost a third of our sales in Asia and thousands of employees
in mainland China and elsewhere in Asia. We have just begun to
implement the same strategy by purchasing five strain gage
transducer manufacturers and becoming number one worldwide in
this market."

Dr. Zandman continued: "With all this acquisition activity we
have been careful not to financially over-extend ourselves. In
spite of these acquisitions, Vishay's total debt level today
remains below the total debt level of Vishay in 1998. We cannot
deny that times have been difficult in the electronics industry
and that our operating results have suffered along with all of
the other competitors in our industry. However, our carefully
selected acquisitions have enabled us to weather more
successfully than many of our competitors the effects of the
current recessionary environment. This quarter's results are a
testament to the wisdom of the policy. Compare our Gross Profits
and Net Profits to our competitors especially in the passive
area. The Moody's analyst, Kathryn Kerle, concedes that our
results in the active segment would have suffered more from the
current downturn were it not for the acquisition of General
Semiconductor."

Turning to Vishay's liquidity, Dr. Zandman again took vigorous
issue with the inferences drawn by Moody's. "Even in these
trying economic times, we continue to generate significant cash
flow. We anticipate no problem honoring our obligations under
the Vishay LYONs(TM) should they be put to us in June 2004. We
have availability under our credit lines, we have cash from
operations and, contrary to Moody's assertions, we can tap a
substantial amount of our offshore cash at this time without
confiscatory tax consequences. If we choose, we can also redeem
all or part of the LYONs(TM) in shares of our stock."

Regarding possible write-offs that could jeopardize Vishay's
compliance with its bank covenants, Dr. Zandman commented: "We
recently completed a rigorous review of our passive components
business under SFAS 142, with the help of professional valuation
experts, and concluded that no write-down of goodwill for this
business segment was required under GAAP. We therefore do not
anticipate any foreseeable need for future write-offs in the
passives segment of a magnitude and duration that would affect
compliance with our bank covenants. Also, our relationships with
our banks has been good, and the banks have been understanding
of the general economic circumstances and its effect on the
industry.

"We believe the Moody's report is inaccurate in that it confuses
P&L and Cash. For example part of Moody's analysis is dependent
on the fact that the write-off of goodwill would '... represent
a cash outflow.' Or that the cost of raw materials for the
purchase of tantalum powder is comparable to '... the company's
fixed charges for the year.' In 2002, we took a substantial
charge for the write-off as a mark to market of our future
obligations under tantalum purchase contracts, as we believe we
were required to do under GAAP. In any event, we intend to
utilize the tantalum that we are required to purchase under the
supply contracts and to sell capacitor products using this
tantalum powder -- so that at worst, after the write-down, the
effect of the tantalum purchases over time should be, more or
less, cash neutral."

Dr. Zandman concluded: "With its product diversity, global
reach, market presence, balance between active and passive
segments, capital resources and management experience, I believe
that Vishay is stronger and more resilient now than at any time
in its history. While we do not have a crystal ball and our
visibility for the future is limited, we are seeing some signs
of recovery even in the passive component business. As we
discussed on our earnings call earlier today, gross margins in
our passive segment nearly doubled to 20% on a quarter over
quarter basis. Like I have said in the past, I continue to
believe strongly in the electronics business, and that, as we
know from past cycles, recovery in this business is not a
question of 'if but when.' Thanks in part to its prudent
acquisition strategy, Vishay is pulling through these times of
economic stress by firmly establishing itself as the major
supplier of a broad line of electronic components and expects to
be positioned for accelerated growth and profitability when the
world economy and the demand for electronic products rebound."

Vishay, a Fortune 1,000 Company listed on the NYSE, is one of
the world's largest manufacturers of discrete semiconductors
(diodes, rectifiers, transistors, optoelectronics, and selected
ICs) and passive electronic components (resistors, capacitors,
inductors, and transducers). The Company's components can be
found in products manufactured in a very broad range of
industries worldwide. Vishay is headquartered in Malvern,
Pennsylvania, and has plants in sixteen countries employing over
25,000 people. Vishay can be found on the Internet at
http://www.vishay.com


WADE COOK: Trustee Signs-Up Murphy to Auction Debtors' Assets
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Washington
gave Diana K. Carey, the appointed and acting Chapter 11 Trustee
of Wade Cook Financial Corporation's bankruptcy estates,
authority to employ James G. Murphy, Inc., to sell the Debtors'
office equipment, furniture, and computers at auction.

The Trustee believes that Murphy, an experienced auctioneer, is
qualified to provide the auction services required.

Murphy has agreed to conduct a one-day auction to sell the
office equipment, furniture, and computers at the Debtors'
office building at 14675 Interurban Avenue South, Tukwila,
Washington.

The Trustee will pay Murphy $2,765 for expenses associated with
advertising the auction and $7,392 in labor costs.
Additionally, buyers will pay Murphy a 10% premium for items
purchased at the auction.

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
Debtor.  When the Company filed for protection from its
creditors, it listed $19,158,000 in total assets and $18,981,000
in total debts.


WORLDCOM INC: Disclosure Statement Hearing Set for May 19, 2003
---------------------------------------------------------------
On April 14, 2003, WorldCom Inc., and its debtor-affiliates,
filed their Proposed Joint Plan of Reorganization together with
an accompanying Disclosure Statement in the U.S. Bankruptcy
Court for the Southern District of New York.

Subsequently, a hearing to consider the adequacy of the
Disclosure Statement pursuant to Section 1125 of the Bankruptcy
Code will convene on May 19, 2003, at 10:00 (Eastern Time),
before the Honorable Arthur J. Gonzalez.

Objections, if any, to the Disclosure Statement must be received
by the Clerk of the Bankruptcy Court on or before
May 13, with copies sent to:

         1. WorldCom, Inc., et al., Debtors
            1133 19th Street
            Washington, D.C. 20036
            Attn: Michael Salsbury, Esq., General Counsel

         2. Counsel for the Debtors
            Weil, Gotshal & Manges LLP
            767 Fifth Avenue
            New York, NY 10153
            Attn: Marcia L. Goldstein, Esq.
                  Lori R. Fife, Esq.

         3. Office of the U.S. Trustee for the Southern District
             of New York
            33 Whitehall Street
            21st Floor
            New York, NY 10004
            Attn: Mary Elizabeth Tom, Esq.

         4. Counsel for the Statutory Committee of Creditors
            Akin Gump Strauss Hauer & Feld LLP
            590 Madison Avenue
            New York, NY 10022
            Attn: Daniel Golden, Esq.
                  Ira S. Dizengoff, Esq.

         5. Counsel for the Examiner
            Kirkpatrick & Lockhart LLP
            1800 Massachusetts Avenue
            Washington, DC 20036
            Attn: Richard Thornburgh, Esq.

         6. Counsel for the Debtors' Postpetition Lenders
            Shearman & Sterling
            599 Lexington Avenue
            New York, NY 10022
            Attn: Douglas Bartner, Esq.
                  Marc B. Hankin, Esq.

WorldCom, Inc., and its debtor-affiliates filed for Chapter 11
protection on July 21, 2002, (Bankr. S.D.N.Y. Case No. 02-
13533). Marcia L. Goldstein, Esq., Lori R. Fife, Esq., and
Alfredo R. Perez, Esq., at Weil Gotshal & Manges LLP represent
the Debtors in their restructuring efforts.


WORLDCOM INC: Secures Approval of DC Arena Settlement Agreement
---------------------------------------------------------------
Worldcom Inc., and its debtor-affiliates sought and obtained
Court approval of a payment and release agreement with DC Arena
L.P. and Ticketmaster Group Limited Partnership, et al.

Marcia L. Goldstein, Esq., at Weil Gotshal & Manges LLP, in New
York, relates that prior to the Petition Date, on December 19,
1995, MCI Telecommunication Corp., a predecessor-in-interest to
MCI WorldCom Network Services, Inc. entered into a Credit
Agreement with DC Arena L.P. and Ticketmaster Group Limited
Partnership, pursuant to which the Debtors made a loan to DC
Arena and Ticketmaster and certain other parties.  Pursuant to
that certain Amended and Restated Credit Agreement, dated as of
July 8, 1999, the Debtors, DC Arena and Ticketmaster and
Washington Sports & Entertainment Limited Partnership,
Washington Bullets, L.P., Washington Sports & Entertainment,
Inc., AP Tickets, Inc. and Centre Group Limited Partnership
amended and restated the Original Agreement in its entirety to
restructure the loan made in the Original Agreement.  The
aggregate principal loan amount is $78,000,000.  DC Arena and
Ticketmaster is required to pay interest only until 2007, at
which time the principal becomes due.

The Debtors and the Loan Parties want to satisfy the loan and
terminate the Credit Agreement.  Therefore, the Debtors and the
Loan Parties entered into the Payment and Release Agreement,
dated as of March 26, 2003, pursuant to which DC Arena and
Ticketmaster agrees to pay to the Debtors:

      (i) $73,000,000; and

     (ii) certain interest payments accrued and unpaid on the
          loan.

In return, the Debtors agree to release the Loan Parties from
the obligation to pay, and the Debtors irrevocably waives its
right to receive any Additional Interest from the Loan Parties
in connection with the fiscal year beginning July 1, 2002 and
ending June 30, 2003, and for any subsequent fiscal years.

According to Ms. Goldstein, the Final Payment Amount is the net
present value of the revenue stream that the Debtors would
receive under the Credit Agreement.  Therefore, entering the
Release Agreement represents no detriment to the Debtors.  In
fact, the Debtors believe that receiving the present value is a
better credit risk than receiving the payments as provided under
the Credit Agreement.  In addition, receiving the net present
value at this time provides the Debtors with additional cash
flow. (Worldcom Bankruptcy News, Issue No. 26; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


* Chapman and Cutler and Gnazzo Thill Combine Forces
----------------------------------------------------
Chapman and Cutler, a leading financial services law firm, is
joining forces with Gnazzo Thill, PC, a San Francisco-based law
firm with a sophisticated finance practice. Gnazzo Thill, which
was sought-after by several national full-service law firms, was
attracted to Chapman and Cutler because of the firms' shared
focus on the financial services marketplace. Gnazzo Thill's ten
lawyers will enable Chapman and Cutler to step into an
established office in San Francisco. The transaction is expected
to become effective on June 1, 2003.

By adding a San Francisco presence, Chapman and Cutler enhances
its ability to deliver a full spectrum of financially oriented
legal services to world-class domestic and international banks,
insurance companies, investment banks, other capital providers,
issuers and governmental entities.

In joining Chapman and Cutler, the attorneys of Gnazzo Thill
enhance their ability to offer clients an extended range of
legal services relevant to finance transactions, including
public finance, investment fund products, as well as bankruptcy
and other financial related litigation.

"This expansion into the West Coast and the addition of the
highly skilled attorneys of Gnazzo Thill strengthen our position
as a national financial services law firm focused on providing
clients the highest level of financial legal counsel," said Rick
Cosgrove, Chief Executive Partner of Chapman and Cutler. "We are
thrilled to partner with a firm that has the level of
sophisticated financial experience that Gnazzo Thill possesses.
Our expansion into the West Coast is a major step - but not the
final step - in our plan to enhance our national presence."

"Our decision to join forces with Chapman and Cutler was based
largely on our shared vision to continue offering clients a
highly focused and sophisticated level of legal counsel in
complex financial transactions," said Melanie Gnazzo, co-
founder, Gnazzo Thill. "We have often competed with Chapman and
Cutler in the past - now we can leverage our shared commitment
to developing innovative legal strategies on behalf of clients
that set prevailing standards in the financial services market."

The combination of the two firms provides a number of
synergistic benefits, including:

-- Depth of expertise in complementary areas - Both firms boast
    a strong focus in the areas of banking, leasing, structured
    finance, tax and bankruptcy law. As a result, the combined
    firm has deepened and expanded resources for providing legal
    counsel on a comprehensive range of complex financial
    matters.

-- New opportunities in public finance - Chapman and Cutler is a
    leading public finance law firm, overseeing a high volume of
    municipal finance transactions annually. For 12 consecutive
    years, the firm has ranked first in the nation in the total
    number of transactions it has supervised as bond counsel.
    This expansion into the West Coast provides a platform to
    expand into California's large public finance market.

-- Enhanced client service - The transaction allows the combined
    firm to better serve existing clients in a wide range of
    financial legal services. In addition, the two firms share a
    number of large institutional clients, allowing each firm to
    further strengthen those long-standing relationships.

"This represents a major milestone in our firm's 90-year
history, and we are extremely pleased with the partner we have
found in Gnazzo Thill," said Cosgrove. "Perhaps what is most
satisfying to me is the strong culture the two firms share. Both
firms employ a philosophy based on putting clients first and
creating a collaborative environment for our attorneys. As a
result, we will become one firm with a common vision and
unmatched experience in financial legal services."

Since its founding in 1913, Chapman and Cutler has been focused
on finance. The firm is one of the country's preeminent law
firms in the areas of banking, bankruptcy, corporate finance,
financial litigation, public finance and securities. The firm
has consistently been recognized in the industry for developing
innovative and practical solutions to complex financial law
matters. Chapman and Cutler is headquartered in Chicago.
Additional information can be obtained at http://www.chapman.com

Gnazzo Thill was founded in 1992 (as Giancarlo and Gnazzo) and
engages exclusively in a transactional practice focused on
finance law. The firm is highly regarded and has earned a
national reputation for its work in the areas of commercial
lending and leasing, corporate and structured finance, tax,
restructuring and workout matters. Additional information can be
obtained at http://www.gtfinancelaw.com


* David Y. Ying Joins Miller Buckfire Lewis as Fourth Partner
-------------------------------------------------------------
                    MILLER BUCKFIRE LEWIS
                 1301 Avenue of the Americas
                   New York, NY 10019-6031
                      Tel: 212-895-1800

A leading independent investment banking boutique providing
strategic and financial advisory services in large-scale
corporate restructuring transactions

                  is pleased to announce that

                        David Y. Ying

                  has joined the firm as the
                    Fourth Partner and a
                     Managing Director


* LeBoeuf Adds Stephen Best and George Ellard to D.C. Office
------------------------------------------------------------
The international law firm of LeBoeuf, Lamb, Greene & MacRae,
L.L.P., announced the addition of Stephen A. Best, as partner,
and George Ellard, as senior counsel, to the Firm's Washington,
D.C. office.

"We are pleased to have Mr. Best and Mr. Ellard join the Firm,"
said LeBoeuf Co-Chairman, Peter R. O'Flinn. "Mr. Best's ability
to handle high-profile litigation matters, combined with Mr.
Ellard's experience conducting national and international
investigations, make them a perfect fit for the Firm's growing
corporate governance and compliance team."

Mr. Best has successfully conducted over two hundred felony jury
trials in state and federal courts and has represented
corporations and individuals before many federal agencies. His
recent experience includes representation of the Special
Committee on Accounting Matters of the Board of Directors of
Global Crossing; a former Vice Chairman of Enron Corporation in
parallel proceedings before Congress, the SEC, and the
Department of Justice; corporate executives involved in
enforcement actions before the SEC; an individual involved in
parallel federal and state criminal investigations into the
attempted privatization of state-owned facilities in Azerbaijan;
a U.S. based telecommunications company in a successful
resolution of a large FCPA investigation by the Federal Bureau
of Investigation; and a purchasing agent charged with
embezzlement.

Mr. Ellard has conducted national and international
investigations for the United States Congress, the Department of
Justice, private parties, and others. He has been Chief Counsel
to U.S. Senator Joseph Biden; Managing Director at Kroll
Associates; Chief of Staff for a presidential commission that
examined intelligence and national security programs within the
Federal Bureau of Investigation in light of the treason of a
senior FBI official; and most recently, Counsel to the U.S.
Senate/House Joint Intelligence Committee Inquiry into the
events of September 11, 2001.

Mr. Best joins LeBoeuf from Coudert Brothers LLP. Before joining
Coudert, he was an Assistant United States Attorney for the
District of Columbia and an Assistant Commonwealth's Attorney in
Fairfax, Virginia. He attended the University of Texas School of
Law (J.D.) and Washington & Lee University (B.A./Cum Laude).

Mr. Ellard joins LeBoeuf directly from his role as Counsel to
the Senate/House Joint Intelligence Committee Inquiry. He
attended Yale Law School (J.D.) and Fordham University
(B.A./Summa Cum Laude). He also holds a Ph.D. in Philosophy from
Yale University.

LeBoeuf, Lamb, Greene & MacRae, L.L.P. has more than 650 lawyers
practicing in 14 U.S. offices and in 10 countries overseas. Well
known as one of the preeminent legal services providers to the
insurance/financial services and energy and utilities
industries, the Firm has built upon these strengths to gain
prominence in corporate, information technology/intellectual
property, international, taxation, environmental, real estate,
bankruptcy, and litigation practices.


* BOOK REVIEW: FROM INDUSTRY TO ALCHEMY: Burgmaster,
                A Machine Tool Company
----------------------------------------------------
Author:     Max Holland
Publisher:  Beard Books
Softcover:  335 pages
List Price: $34.95
Review by Gail Owens Hoelscher

Order your personal copy today and one for a colleague at
http://www.amazon.ca/exec/obidos/ASIN/158798153X/internetbankrupt

From Industry to Alchemy tells the story of people caught in the
middle of global competition, the institutional restraints
within which smaller companies had to operate after the Second
World War, the rise of Japanese industry, and the conglomeration
frenzy of the 1980s. The author's goal in writing this book was
to chronicle the decline in American manufacturing through the
story of that company.

Burgmaster was the culmination of the dream of a Czechoslovakian
immigrant, Fred Burg, who described himself as a "born
machinist." After coming to America in 1911, he learned the
tool-and- die trade, becoming so adept that he "could not only
drill the hole, but also make the drill." A life-long inventor,
he designed an electric automatic transmission that was turned
down by GM's Charles Kettering; GM came out with a hydraulic
version six years later. Forced by finances to work in
retailing, after World War II he retired, moved to California
and set up a machine-tool shop with his son and son-in-law to
manufacture the turret drill, his own design. With the help of
the Korean War, and a previous shortage of machine tools,
business took off. It was a hands-on operation from the start
and remained that way. Burg once fired an engineer who didn't
want to handle a machine part because his hands would get dirty.
Management spent time on the shop floor, listening to employee
ideas. Burg lived and breathed research and development,
constantly fiddling to devise new machines and make old ones
better. Between 1955 and 1962, sales grew 13-fold and employees
from 62 to 272. Burg Tool was featured on Richland Oil Company's
broadcast Success Stories.

By 1965, however, Fred Burg was getting old and the three
partners knew that Burgmaster needed to fund another expensive,
risky expansion to fill back orders or lose market share.
Although companies had made offers before, Houdaille, a company
named for the Frenchman who invented recoilless artillery during
World War I, seemed a good match. The two had similar origins,
it seemed.  Houdaille had begun an ambitious acquisition
program, and saw Burgmaster fitting into an unfilled niche. With
a merger, new capacity would be financed, and "Burgmaster would
continue to operate under present management, personnel and
policies but as a Houdaille division."

What comes next is management by numbers rather than hands-on
decisionmaking; alienation of skilled blue-collar workers;
pushing aside of management; squelching of innovation; foreign
and domestic competition; bitter trade disputes; leveraged
buyouts; the politics of U.S. trade policy; Japan-bashing; and
the inevitable liquidation of Burgmaster and loss of livelihood
of more than 400 employees.

This book was originally titled When the Machine Stopped: A
Cautionary Tale from Industrial America," published in 1989. It
was named by Business Week as one of the ten best business books
of 1989. The Chicago Tribune said that "anyone who wants to
understand American business must read When the Machine
Stopped.Holland has written the best business book in years."

The author explains trade regulations, the machine-tool
industry, and detailed corporate buyouts with equal clarity.
This down-to-earth book provides valuable insight into the
changes within an industry. It combines fascinating, creative
characters; number crunchers; growing corporate disdain for
manufacturing; and tangible consequences of Washington and Wall
Street gone crazy.

Max Hollandis a writer and research fellow at the Miller Center
of Public Affairs at the University of Virginia. His father
worked for 29 years as a tool-and-die maker, union steward, and
machine shop foreman for Burgmaster.

                           *********

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 ***