---

        T R O U B L E D   C O M P A N Y   R E P O R T E R

               Tuesday, May 6, 2003, Vol. 7, No. 88    

                          Headlines

ADELPHIA BUSINESS: Court Approves Proposed PHT Settlement Pact
ADELPHIA COMMS: Look for Schedules and Statements by August 1
ADVANCED LIGHTING: Claims Bar Date is May 30, 2003
AGWAY: Groom Law Group Approved as Employee Committees' Counsel
AIRTRAN HLDGS: S&P Assigns CCC Rating to $100M Convertible Notes

AKORN INC: Deloitte & Touche Wants to Bow Out of Engagement
AKORN INC: Expects to Deloitte to Cast Going Concern Uncertainty
AMERICA WEST: April 2003 Revenue Passenger Miles Slide-Up 7.7%
ANC RENTAL: Lease Decision Time Extension Hearing Set for May 21
ARMSTRONG HOLDINGS: Elects John J. Roberts to Board of Directors

ASIA GLOBAL CROSSING: Court OKs Houlihan as Committee's Advisor
AVADO BRANDS: March 30 Balance Sheet Upside-Down by $17 Million
AVANI INT'L: BDO Dunwoody LLP Expresses Going Concern Doubt
BACK BAY: Has Until May 15 to File Schedules and Statements
BALLY TOTAL: Will Host Q1 2003 Earnings Conference Call Tomorrow

BETA BRANDS: Lenders Foreclose on Asset due to Payment Defaults
BION ENVIRONMENTAL: Seeking New Financing to Fund Operations
BURLINGTON: US Trustee Balks at MBL and DrKW Engagement Terms
CENDANT MORTGAGE: Fitch Rates Class B-4 and B-5 Notes at BB/B
CIRRUS LOGIC: S&P Cuts Credit Rating to B over Operating Losses

CMS ENERGY: Will Publish First-Quarter 2003 Results on Thursday
COMDISCO INC: Creditors' Recovery Estimated at about 87%
COMDISCO INC: Resolves Claims Dispute with Renco Investment
COMVERSE TECH.: S&P Rates $350MM Private Placement Debt at BB-
DEVON MOBILE: Court Okays Series of Proposed Sale Transactions

DOMAN INDUSTRIES: March 31 Balance Sheet Upside-Down by C$363MM
EASYLINK SERVICES: Further Slashes Outstanding Debt by $54 Mill.
EL PASO ELECTRIC: Annual Shareholders' Meeting Slated for Thurs.
ENRON CORP: Wants Plan Filing Exclusivity Extended to June 30
EVELETH MINES: Case Summary & 20 Largest Unsecured Creditors

FAIRFAX FINANCIAL: Arranges $200MM of Additional TIG Reinsurance
FAIRFAX FINANCIAL: Improvement in Results Continued in Q1 2003
FLEMING COS.: Selling 31 Minnesota Rainbow Stores to Roundy's
FLEMING COMPANIES: Signs-Up FTI Consulting for Financial Advice
FLEXTRONICS: Planned $400M Sr. Sub. Notes Get S&P's BB- Rating

GAP INC: Fitch Affirms BB- Senior Unsecured Note Rating
GARDENBURGER INC: Balance Sheet Insolvency Widens to $51 Million
GENUITY: Formulating Plan for Liquidation of Remaining Assets
GENZYME CORP: S&P Revises Outlook over Strong Fin'l Performance
GEOKINETICS INC: Completes Series of Restructuring Transactions

GLOBAL CROSSING: Urges Court to Approve Worldcom Settlement Pact
HAWAIIAN AIRLINES: Disappointed with Committee's Recent Action
HUGHES ELECTRONICS: News Corporation Acquiring 34% Equity Stake
INTEGRATED TELECOM: Liquidating Chapter 11 Plan Takes Effect
IT GROUP: Wants More Time to Move Actions to Delaware Court

J. CREW GROUP: Completes Exchange Offer for 13-1/8% Debentures
KAISER ALUMINUM: Pushing for Third Exclusive Period Extension
KMART CORP: Judge Sonderby Clarifies Lease Decision Period Order
KOALA CORP: Files SEC Form 15 to Deregister Common Stock
LEAP WIRELESS: Wants Nod to Employ Ordinary Course Professionals

LERNOUT: Dictaphone Shareholders' Meeting Slated for May 16
MICRON TECHNOLOGY: Files SEC Form S-3 re Resale of 2.5% Notes
MTS INC: Will Use Grace Period Under 9-3/8% Sr. Notes Indenture
NATIONAL CENTURY: Resolves Issues re NEHT's Cash Collateral Use
NEXTCARD: S&P Hatchets Ratings on Series 2000-1 and 2001-1 Notes

NEXTMEDIA: Selling WJTM-Fm to Hispanic Broadcasting for $21 Mil.
NOMURA ASSET: S&P Junks Ser. 1995-MDIII Class B-2 Rating at CCC
NORTHWESTERN CORP: Reports Leadership Changes at Expanets Unit
NTELOS INC: Court Fixes June 10, 2003 Claims Bar Date
OLYMPIC PIPE LINE: Brings-In Yarmuth Wilsdon as Special Counsel

PCD INC: Completes Industrial/Avionics Asset Sale to Amphenol
QWEST COMMS: DOJ Recommends Regulatory Nod for Minn. Application
RADIANT ENERGY: Raises $105,400 in Private Placement Deal
REGUS BUSINESS: Has Until May 13 to Make Lease-Related Decisions
RELIANCE: Liquidator Sells Virginia Lots to Toll Bros. For $26MM

REVLON INC: Sets May 12, 2003 as Record Date for Rights Offering
ROTECH: Federal Search Prompts S&P to Revise Outlook to Negative
SAFETY-KLEEN: Voting Deadline for Plan Extended to July 25, 2003
SAFETY-KLEEN: Clean Harbors Wants $17-Million Refund Protection
SCORES HOLDING: Enters into Acquisition Pact with Go West Ent.

SOUTHERN STATES POWER: Ability to Continue Operations Uncertain
SPECTRULITE CONSORTIUM: Taps Guilfoil Petzall as Corp. Counsel
SPIEGEL INC: Receives Final Approval for $400-Mil. DIP Financing
SWEETHEART HOLDINGS: Fiscal Q2 Earnings Conference Call Today
SWING STREET CLO: S&P Affirms BB+ Class D-1 & D-2 Note Ratings

TELESYSTEM INT'L: Reports Improved Operating Results for Q1 2003
TRANSTEXAS GAS: Files Joint Plan & Disclosure Statement in Texas
TRISM: Wants to Extend Plan Filing Exclusivity through June 10
UNITED AIRLINES: First-Quarter 2003 Net Loss Tops $1.3 Billion
UNITED AIRLINES: June 9, 2003 Fixed as General Claims Bar Date

USG CORP: Wants Court Blessing to Assume AIG Insurance Programs
VERTIS HOLDINGS: S&P Affirms B+ Corporate Credit Rating
WILLIAMS: Better Fin'l Flexibility Spurs B+ Senior Debt Rating
WINFIELD CAPITAL: SBA Accelerates Maturity Date of Debentures
WINSTAR: Ch. 7 Trustee Sues 112 Vendors to Recoup $28 Million

WORLDCOM INC: Pushing for Approval of Wachovia Settlement Pact
WORLDWIDE XCEED: Court Confirms Liquidating Chapter 11 Plan
ZI CORP: Lenders Grant Facility Extension Amid Refinancing Talks  

* Large Companies with Insolvent Balance Sheets

                          *********

ADELPHIA BUSINESS: Court Approves Proposed PHT Settlement Pact
--------------------------------------------------------------
Adelphia Business Solutions, Inc., and its debtor-affiliates
obtained permission from the Court to enter into a compromise
and settlement by and among ABIZ of Pennsylvania, PHT Holdings
LLC, PECO Energy Company and PECO Hyperion Telecommunications, a
Pennsylvania general partnership.  

                         Backgrounder

PHT Partners alleges they've received substantially less money
from the Partnership than they're entitled to receive under the
Partnership Agreement, in contravention of the allocation
provisions set forth in the Partnership Agreement.

ABIZ Pennsylvania and PECO formed a Partnership under a certain
Partnership Agreement dated October 9, 1995. ABIZ Pennsylvania
and PECO each originally owned a 50% interest in the
Partnership.  Out of its 50% interest in the Partnership, PECO
transferred 49% to PHT, one of its affiliates.  PECO continues
to hold a 1% interest in the Partnership.  ABIZ Pennsylvania
continues to hold its original 50% interest in the Partnership.

The Partnership is a competitive local exchange carrier,
providing local and long distance, point-to-point voice and data
communications, Internet access and enhanced data services for
businesses and institutions in Eastern Pennsylvania.  The
Partnership utilizes a large-scale, fiber-optic cable-based
network that currently extends over 700 miles and is connected
to major long-distance carriers and local businesses.

ABIZ Pennsylvania, the PHT Partners and the Partnership want to
remedy the Disproportionate Distributions, and settle their
ongoing disputes by permitting the PHT Partners to receive
certain priority payments from the Partnership; and have entered
into a Settlement Agreement dated December 30, 2002. In light of
the Disproportionate Distributions, the Settlement Agreement
provides that the PHT Partners will be entitled to receive
certain specified amounts, paid either by the Partnership or by
ABIZ Pennsylvania before ABIZ Pennsylvania receives any further
distributions of any kind from the Partnership.  Based on the
terms of the Settlement Agreement, as of February 24, 2003:

  (a) the amount of the Partnership Repayment Amount is
      $17,429,723 -- the original aggregate principal amount,
      together with interest accrued through April 30, 2002, had
      been $41,712,718; and

  (b) the amount of the ABIZ Pennsylvania Repayment Amount is
      $8,714,861 -- the original aggregate principal amount,
      together with interest accrued thereon through April 30,
      2002, had been $20,856,359.

As provided in the Settlement Agreement, any payment by the
Partnership of any portion of the Partnership Repayment Amount
also would entitle ABIZ Pennsylvania to a corresponding credit
-- equal to one-half of the amount so paid by the Partnership --
against the Repayment Amount.  In addition, any payment by ABIZ
Pennsylvania of any portion of the Repayment Amount also would
entitle the Partnership to a corresponding credit -- equal to
twice the amount so paid by ABIZ Pennsylvania -- against the
Partnership Repayment Amount.  Interest accrues on the unpaid
portion of the PHT Make-Whole Amount at 5% per annum, and by
agreement is compounded monthly.  In certain cases, the PHT
Make-Whole Amount may be increased by an adjustment agreed to by
ABIZ Pennsylvania and the PHT Partners.

The Settlement Agreement requires that the full amount of the
PHT Make-Whole Amount, whether paid by the Partnership or by
ABIZ Pennsylvania, be paid no later than June 30, 2003, except
for any portion of the PHT Make-Whole Amount resulting from an
adjustment made by ABIZ Pennsylvania and the PHT Partners after
that date.  As further assurance to the PHT Partners, under the
Settlement Agreement, PHT is granted the right and obligation to
compel distributions from the Partnership, with certain limited
exceptions.

The Settlement Agreement provides that the PHT Partners will:

  -- within a commercially reasonable time following the
     completion of an audit of the Partnership for the years
     ended 2001 and 2002, verify the amount of the
     Disproportionate Distributions; and

  -- within a commercially reasonable time after verification,
     evaluate whether the PHT Make-Whole Amount should be
     increased as a result of the actual verified aggregate
     amount of Disproportionate Distributions.

ABIZ Pennsylvania and the PHT Partners have agreed that if it is
reasonably determined that the Disproportionate Distributions
are greater than the amount set forth in the Settlement
Agreement, they will increase the PHT Make-Whole Amount by the
amount as is necessary to make the PHT Partners whole.  Absent
fraud or intentional misrepresentation in the information
delivered to the PHT Partners, the PHT Make-Whole Amount will
become final and will not be subject to further adjustments by
the PHT Partners.

Any increase in the PHT Make-Whole Amount may be made by ABIZ
Pennsylvania and the PHT Partners, jointly, without any further
consent or approval of the ACOM Debtors, Beal or this Court.
However, if any increases aggregate more than $10,000,000 in
principal amount, then the PHT Partners would lose their lien
priority to secure payment of the portion exceeding $10,000,000
except to the extent that:

  -- this increase has been consented to in writing by ACOM or
     otherwise approved by this Court; or

  -- ACOM will have acknowledged in writing, or this Court will
     have acknowledged in a written order, that the PHT Partners
     have provided reasonable evidence that these increases
     represent amounts with respect to which the ABIZ
     Pennsylvania Repayment Amount may be increased pursuant to
     the Settlement Agreement.

After the occurrence of the Claim Determination Date and after
their receipt of the PHT Make-Whole Amount in full, the PHT
Partners are required promptly to deliver a release in favor of
ABIZ Pennsylvania, ABIZ, each of the other ABIZ Debtors, ABIZ
Capital, the officers and directors of the ABIZ Companies, the
ABIZ shareholders, the Partnership, ACOM and ACOM's officers,
directors, shareholders and subsidiaries as of December 30,
2002, releasing any claims that the PHT Partners  may have
against any of the Released Parties related to the
Disproportionate Distributions.  This Release would become
effective after its execution and delivery, except that, in the
case of ACOM and its officers, directors, shareholders, and
subsidiaries, the Partnership, the officers and directors of
each of the ABIZ Companies, and the shareholders of ABIZ, the
effectiveness would be postponed until the later of:

  -- the expiration of any preference period that may apply to
     the payment of the PHT Make-Whole Amount, during which
     period no preference claim has been asserted with respect
     to this payment; or

  -- if the preference claim is asserted during the preference
     period, a final determination that the claim is without
     merit.

Notwithstanding the release of ABIZ and ABIZ Pennsylvania, if
any part of the payments of the PHT Make-Whole Amount are
avoided as a preference, the PHT Partners may file a claim
against either ABIZ or ABIZ Pennsylvania or both in any
bankruptcy case in which either or both are the debtor.  

As part of the implementation of the overall settlement and in
furtherance thereof, the Settlement Agreement provides for the
execution and delivery of five other related agreements, namely:

  -- a certain Pledge Agreement, dated as of December 30, 2002,
     between ABIZ Pennsylvania and the PHT Partners;

  -- a certain Security Agreement, dated as of December 30,
     2002, between ABIZ Pennsylvania and the PHT Partners;

  -- a certain Guaranty and Make-Whole Agreement, dated as of
     December 30, 2002, between the Partnership and the PHT
     Partners;

  -- a certain ACOM/PHT Partners Intercreditor Agreement, dated
     as of December 30, 2002, between ACOM and the PHT
     Partners; and

  -- a certain Beal/PHT Partners Intercreditor Agreement, dated
     as of December 30, 2002, between Beal and the PHT Partners.
     (Adelphia Bankruptcy News, Issue No. 33; Bankruptcy
     Creditors' Service, Inc., 609/392-0900)


ADELPHIA COMMS: Look for Schedules and Statements by August 1
-------------------------------------------------------------
Adelphia Communications and its debtor-affiliates obtained the
Court's approval to further extend the time within which they
are required to file their creditor list, list of equity
security holders, and schedules and statements of financial
affairs for an additional 120 days through August 1, 2003.
(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 50 cents-on-the-dollar, says DebtTraders. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=ADEL10USR1
for real-time bond pricing.


ADVANCED LIGHTING: Claims Bar Date is May 30, 2003
--------------------------------------------------
By Order of the U.S. Bankruptcy Court for the Northern District
of Illinois, Eastern Division, May 30, 2003, is fixed as the
deadline for creditors of Advanced Lighting Technologies, Inc.,
and its debtor-affiliates to file their proofs of claim against
the estates or be forever barred from asserting those claims.

All Claim proofs must be filed with the Clerk of the Bankruptcy
Court with a copy delivered to the Debtors' Counsel at:

        Jenner & Block
        One IBM Plaza,
        Chicago, Illinois 60611
        Attn: Peter J. Young

Proofs of claim need not be filed at this time if they are on
account of:

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

        2. Claims already properly filed with the Court;

        3. Claims previously allowed by Order of the Court;

        4. Administrative Expense Claims allowable under
           Sections 503(b) and 507(a) of the Bankruptcy Code;

        5. Claims of one Debtor against another Debtor; and

        6. Claims arising solely from the ownership of the
           Debtors' equity securities.  

The Governmental Claims Bar Date is August 4, 2003.

Advanced Lighting and its debtor-affiliates filed for Chapter 11
protection on Feb. 5, 2003 (Bankr. N.D. Ill. Case No. 03-05255).
Jerry L. Swizter, Jr., Esq., Jeff J. Marwil, Esq., and Peter J.
Young, Esq., at Jenner & Block LLC, represent the Debtors. The
Company's Dec. 31, 2002, balance sheet shows assets totaling
$184,939,000. The Company has a debtor-in-possession credit
facility with several financial institutions in place. The DIP
Facility matures on July 30, 2003.  As part of the bankruptcy
process, the Company hopes to refinance its DIP
Facility and pursue restructuring with its noteholders and
equity holders. The DIP Facility requires the Debtor to begin a
process to sell assets sufficient to satisfy indebtedness to the
Banks if no refinancing can be accomplished by March 30, 2003.


AGWAY: Groom Law Group Approved as Employee Committees' Counsel
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of New York
gave its stamp of approval to Agway, Inc., and its debtor-
affiliates' application to employ Groom Law Group, as Special
Counsel to three committees to represent employees interests.  

The Debtors will retain Groom Law Group to provide advice and
counsel to the Employee Benefits Plans Administrative Committee,
the Employee Benefits Plans Investment Committee and the Thrift
Plan Committee, with respect to each committee's activities as
fiduciaries of Agway's plans.

As Special Counsel to the Employee Committees, Groom's will
provide advice and counsel regarding the Committees' compliance
with the Employee Retirement Income Security Act and the
Internal Revenue Code, and in cooperation with other fiduciary
activities.  Fiduciary activities include review or modification
of plan practices and procedures relating to Committees'
exercise of its discretionary authority.

The hourly rates of Groom's professionals are:

          Partners           $340 to $490 per hour
          Counsel            $330 to $400 per hour
          Associates         $190 to $330 per hour
          Paralegals         $130 per hour

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.


AIRTRAN HLDGS: S&P Assigns CCC Rating to $100M Convertible Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'CCC' rating to
AirTran Holdings Inc.'s $100 million 7% convertible notes due
2023, offered under Rule 144A with registration rights. At the
same time, the rating was placed on CreditWatch with negative
implications. Existing ratings on AirTran Holdings and its major
operating subsidiary, AirTran Airways Inc., including the 'B-'
corporate credit rating, remain on CreditWatch with negative
implications, where they were placed on March 18, 2003. The
original CreditWatch placement reflected financial damage to the
airline industry from the effects of the Sept. 11, 2001, attacks
and their aftermath, and the Iraq war.

"The ratings on AirTran Holdings reflect the company's modest
competitive position within the U.S. airline industry, and a
relatively weak financial profile," said Standard & Poor's
credit analyst Betsy R. Snyder. Its major operating subsidiary
is AirTran Airlines Inc., which operates primarily at its hub at
Atlanta. However, Atlanta is also Delta Air Lines Inc.'s major
hub and Delta has competed aggressively against AirTran there.
Since 1999, AirTran has been upgrading its fleet, adding new
Boeing 717 aircraft, which has aided its operating costs and
reduced the relatively old age of its fleet significantly.

AirTran's already relatively low unit costs are expected to
benefit as it continues to take delivery of additional 717's.
This has been reflected in the company's earnings. It was one of
only a few U.S. airlines to achieve profitability in 2002, and
this trend continued in the first quarter of 2003. However,
Delta recently began its new low-fare airline "Song," which
could negatively affect AirTran. AirTran's cash position has
been growing. It was $168 million at March 31, 2003, and will
increase with proceeds from the note offering. Although the
company has been reducing balance sheet debt, it leases a
significant portion of its aircraft, resulting in debt to
capital in the mid-90% area, a trend that is expected to
continue for the foreseeable future as the company continues to
add to its fleet.  

Ratings could be lowered if the ongoing effects of the Iraq war
and/or further terrorist attacks materially affect earnings and
liquidity.


AKORN INC: Deloitte & Touche Wants to Bow Out of Engagement
-----------------------------------------------------------
On April 24, 2003, Deloitte & Touche LLP notified Akorn, Inc.
that it would decline to stand for re-election as the Company's
independent accountant after completion of its audit of the
Company's consolidated financial statements as of, and for the
year ended, December 31, 2002.

Deloitte's reports on the Company's consolidated financial
statements for the years ended December 31, 2001 and 2000
included an explanatory paragraph relating to the restatement of
such financial statements, and its report on the Company's 2001
consolidated financial statements included an explanatory
paragraph relating to the uncertainty with respect to the
Company's ability to continue as a going concern.

Deloitte has informed the Company that, in connection with its
audit of the Company's consolidated financial statements for the
year ended December 31, 2002, which has not been completed, it
noted certain matters involving the Company's internal control
that Deloitte considers to be material weaknesses. A material
weakness is a condition in which the design or operation of one
or more of the internal control components does not reduce to a
relatively low level the risk that misstatements caused by error
or fraud in amounts that would be material in relation to the
financial statements being audited may occur and not be detected
within a timely period by employees in the normal course of
performing their assigned functions. Deloitte concluded that the
following matters constitute material weaknesses: (i) failure to
analyze accounts receivable in a sufficient level of customer
detail to enable management to adequately calculate an allowance
for doubtful accounts; (ii) misstatements in fixed assets,
including unrecorded disposals, balances for abandoned
construction projects that had not been written off, and the use
of incorrect useful lives, failure to prepare and review fixed
asset roll forward schedules and reconciliations on a timely
basis and failure to take a physical inventory of fixed assets
in several years; and (iii) when taken together, incomplete
internal control documentation, inadequate communication of
transactions and contract terms affecting financial results,
untimely preparation and inadequate management review of
analyses, inadequate documentation and analysis to support the
assumptions used to calculate various account balances, and
inadequate controls over manual journal entries. Deloitte
further advised the Company that it believes that these material
weaknesses constitute a reportable event as that term is defined
in Item 304(a)(1)(v) of Regulation S-K. Deloitte also advised
the Company that these material weaknesses will not prevent
Deloitte from issuing its report on the Company's financial
statements for the year ended December 31, 2002.

Akorn has reviewed the matters identified by Deloitte and has
concluded that the misstatements identified by Deloitte are the
result of errors and not fraud. Although the Company does not
necessarily agree with Deloitte's judgment that there are
material weaknesses in the Company's internal controls, the
Company intends to promptly conduct a full review of its
internal controls and put in place procedures designed to
address all relevant internal control issues, including those
identified by Deloitte. The Company also has begun the process
of selecting a new independent accountant.


AKORN INC: Expects to Deloitte to Cast Going Concern Uncertainty
----------------------------------------------------------------
On April 1, 2002, Akorn, Inc., filed a Notification of Late
Filing on Form 12B-25 with the Securities and Exchange
Commission regarding the Company's Annual Report on Form 10-K
for the calendar year ended December 31, 2002.

In that Notification, the Company stated that it anticipated
reporting net sales of approximately $52.3 million and a net
loss of approximately $3.7 million for the year ended December
31, 2002. Subsequent to that filing, the Company established a
non-cash valuation allowance to reduce the deferred tax asset on
its balance sheet from $9.2 million to zero. As a result, the
Company now expects to report a net loss of approximately $12.9
million for the year ended December 31, 2002. In addition, the
Company expects Deloitte's report on the Company's 2002
consolidated financial statements to include an explanatory
paragraph relating to the uncertainty with respect to the
Company's ability to continue as a going concern.

Akorn, Inc. (AKRN), manufactures and markets sterile specialty
pharmaceuticals, and markets and distributes an extensive line
of pharmaceuticals and ophthalmic surgical supplies and related
products. Additional information is available on the Company's
Web site at http://www.akorn.com


AMERICA WEST: April 2003 Revenue Passenger Miles Slide-Up 7.7%
--------------------------------------------------------------
America West Airlines (NYSE: AWA) reported traffic statistics
for the month of April.  Revenue passenger miles for April 2003
were a record 1.8 billion, up 7.7 percent from April 2002.
Capacity increased 5.8 percent in April 2003 to a record 2.3
billion available seat miles.  The passenger load factor for the
month of April was a record 76.2 percent versus 74.8 percent in
April 2002.  America West also reported record year-to-date RPMs
of 6.6 billion and a record year-to-date load factor of 72.4
percent.

"These record traffic statistics are continued evidence that
customers are responding very favorably to our business-friendly
fares," said Scott Kirby, executive vice president, marketing
and sales.  "We are further encouraged by the fact that our
revenue per available seat mile continues to outperform the
industry."


ANC RENTAL: Lease Decision Time Extension Hearing Set for May 21
----------------------------------------------------------------
Mark J. Packel, Esq., at Blank Rome LLP, in Wilmington,
Delaware, informs the Court that ANC Rental Corporation and its
debtor-affiliates are currently parties to 225 non-residential
real property leases located throughout the United States that
are still eligible to be assumed or rejected. The Leases and the
business operations conducted on the leased premises are
essential to the Debtors' businesses.  The Debtors use the
leased properties for their corporate offices, reservation
centers, on-airport and off-airport rental sites, sales offices
and vehicle storage and maintenance facilities.  In addition,
the Debtors are currently parties to various airport leases,
which they are addressing through the airport consolidation
program.

Accordingly, the Debtors ask the Court to further extend the
time within which they must elect to assume or reject each of
their unexpired non-residential real property leases not yet
assumed or rejected through and including July 6, 2003.

Mr. Packel reports that during the first 17 months of these
Chapter 11 cases, the Debtors have been diligently focusing on
their reorganization efforts, including:

  -- developing cost-saving strategies;

  -- developing a business reorganization strategy;

  -- implementing their business strategy of consolidating Alamo
     and National operations at airports throughout the country;
     and

  -- obtaining financing to purchase the vehicles critical to
     the Debtors' business.

During this time, the Debtors have rejected 450 non-airport
leases, 13 leases have been assumed, and 190 additional Alamo
Local locations have been closed on the expiration of their
leases.  The Debtors have also reached a settlement with certain
of their secured creditors regarding certain potential
preference claims and with AutoNation regarding claims emanating
from the spin-off of their operations.

The Debtors' exclusive period to file a plan of reorganization
expires on July 6, 2003 and the Debtors have continued authority
to use cash collateral through July 19, 2003.  The Debtors are
now deeply involved in the Merger & Acquisition process,
soliciting offers from potential purchasers to acquire all or
substantially all of their businesses that will culminate in
either a sale or form the basis for a plan of reorganization.

While the Debtors continue to evaluate their Leases on an
ongoing basis, Mr. Packel believes that in light of the present
status of these Chapter 11 cases, it would be virtually
impossible for the Debtors to make a reasoned and informed
decision to which of the remaining Leases to assume or reject,
since the Debtors do not know which Leases a potential purchaser
will be interested in having the Debtors assume and assign or
which Leases the Debtors should reject.  The Debtors' decision
to assume or reject a particular Lease, and the timing of the
assumption or rejection, depends in large part on whether the
location that relates to the Lease will play a future role in
the Debtors' operations going forward.  At this stage, the
Debtors have not yet determined whether each of these locations
will play a role in the Debtors' future operations.  These
decisions cannot be made properly and responsibly in these cases
without extending the Lease Rejection Period.

According to Mr. Packel, the Debtors have 368 locations
throughout the United States that are still eligible to be
assumed or rejected.  Over the course of these cases, the
Debtors intend to constantly re-evaluate each different location
to determine its future role in the Debtors' operations.  In
addition, the Debtors will determine which, if any, of its
operations can be consolidated with another Lease to effect cost
savings.  If the Debtors are forced to make the determination
whether to assume or reject the Leases now, or in the near term,
they could be compelled to make an imprudent determination that
would negatively affect their ability to reorganize successfully
or to sell the companies.

Mr. Packel stresses these Chapter 11 cases are large and
complex. Furthermore, the Leases represent important assets of
the Debtors' estates and any decision with respect to assuming
or rejecting the Leases will be central to a plan or plans of
reorganization.  Many of the Leases are for properties critical
to the Debtors' operations, which the Debtors use for their
corporate offices, reservation centers, on-airport and off-
airport rental sites, sales offices and vehicle storage and
maintenance facilities.  While the Debtors have made significant
progress on this issue, assuming or rejecting over 450 Leases
thus far, more time is needed to complete this large task.
Extending the period to assume or reject the Leases will provide
the Debtors with the time and flexibility they need to
coordinate the assumption or rejection of Leases with the
formulation of a plan or plans of reorganization.

Mr. Packel is concerned that absent an extension of the time to
assume or reject the Leases, the Debtors will be forced to make
determinations regarding the Leases without the opportunity to
make a prudent determination as to whether the assumption or
rejection of each Lease is warranted and fits within the
structure of a plan or plans of reorganization.  A result like
this would put the Debtors at risk of either assuming Leases
prematurely, and thereby creating unnecessary administrative
expense claims, or rejecting Leases that could prove to be
valuable, either for the Debtors' businesses or because the
Leases could be profitably assumed and assigned.

                      Emergency Request

Elio Battista, Jr., Esq., at Blank Rome LLP, in Wilmington,
Delaware, reports that due to an inadvertent administrative
mistake, the Debtors have not previously filed a motion to
extend the Lease Extension Period beyond the April 7th date
requested in the Fourth Motion.

The Fifth Motion is set for hearing on May 21, 2003, the next
regularly scheduled omnibus hearing date following notice of the
Fifth Motion in accordance with the Delaware Local Rules of
Bankruptcy Procedure.

Mr. Battista explains that the Debtors' failure to file the
Fifth Motion prior to April 7 is the result of a series of
events leading to ambiguity as to whether the Court entered an
order extending the Lease Extension Period to April 7, 2003 as
requested in the Fourth Motion.  Since the Petition Date, the
protocol adopted by the Debtors' counsel has been to update
their calendar to identify all filing deadlines upon receiving
an electronic notice from the Court that an order has been
entered setting a filing deadline.  This procedure has worked
effectively and, to date, the Debtors have timely filed all
necessary and appropriate motions in these cases.

For reasons unknown to the Debtors, the order extending the
lease decision period, while it appears on the docket, has not
been assigned a docket number and the Debtors have never
received an electronic notice of the entry of the Order.  
Consequently, the deadline that would appear in the order was
never noted on the case calendar in accordance with the
counsel's protocol.  This fact just recently came to the
Debtors' attention.

Local Rule 9022-1 requires that "[i]mmediately upon the entry of
a judgment or order, the Clerk shall serve a copy of the order
or judgment on local counsel for the movant, who shall serve a
copy of the order on all contesting parties and on other parties
as the Court directs . . ."  Since the Debtors never received a
copy of the December Order, and the Order has not been located
by the clerk's office despite several requests, no parties-in-
interest have been served with a copy of the December Order
either through the electronic docketing or by service by the
Debtors.

The Local Rules further provide that "[i]f a motion to extend
the time to take any action is filed before the expiration of
the period prescribed by the Code . . . or Court Order, the time
shall automatically be extended until the Court acts on the
motion, without the necessity of a bridge order."

Mr. Battista relates that in light of the peculiar happenstance
of events with respect to the December Order, it is not clear to
the Debtors if in fact an order was entered with respect to the
Fourth Motion.  While the Debtors might assume that Local Rule
9006-2 would apply and the period to assume or reject the Leases
is automatically extended to the hearing on the Fifth Motion,
out of an abundance of caution and in view of the notation on
the docket that an order was entered, the Debtors seek an
emergency hearing.  The Debtors want the Court to clarify the
situation.

Specifically, the Debtors ask the Court to enter an order nunc
pro tunc to April 7, 2003, extending the lease decision period
to and including May 21, 2003 when the Fifth Motion to extend
the lease decision period will be heard.

The Debtors are concerned that in light of the confusion
surrounding the Fourth Motion, there may be an argument that the
Lease Extension Period expired on April 7, 2003 if the December
Order is located and considered as entered on the docket despite
the fact that it was never electronically filed.  The Debtors
submit that extending the lease decision period will not
prejudice any landlords or other third parties.  By contrast,
the Debtors will suffer immeasurable and irreparable harm if the
December Order was in fact entered and despite the lack of
notice to the Debtors and other parties-in-interest, it is found
that the December Order caused the Lease Extension Period to
lapse on April 7, 2003.

No landlord could have received a copy of the December Order
since it was not electronically filed or served on anyone,
including the Debtors.  Indeed, prior to the filing of this
request, no landlord has taken any action to assert that their
Lease is deemed rejected or to notify the Debtors that they have
sought to lease any of the properties covered under the Leases
to another tenant.

If the Debtors' time to assume or reject the Leases is not
extended beyond April 7, 2003, this will have a serious adverse
effect on the Debtors' restructuring efforts and their ability
to successfully confirm a plan of reorganization.  This action
would severely affect the Debtors' ability to operate in the
ordinary course and to preserve the going-concern value of their
businesses for the benefit of their creditors and other parties-
in-interest.  To prevent this unintended and unwanted result,
the Debtors ask the Court to grant their request and continue
the bridge order extending the Lease Extension Period as to all
the Leases to and including May 21, 2003. (ANC Rental Bankruptcy
News, Issue No. 31; Bankruptcy Creditors' Service, Inc.,
609/392-0900)


ARMSTRONG HOLDINGS: Elects John J. Roberts to Board of Directors
----------------------------------------------------------------
Armstrong Holdings, Inc., (OTC Bulletin Board: ACKHQ) has
elected John J. Roberts to its board of directors and audit
committee.  Roberts is a former global managing partner of
PricewaterhouseCoopers, a leading global accounting and
professional services organization. "Armstrong will benefit
from John's financial and strategic expertise," said Armstrong
chairman and CEO, Michael D. Lockhart.

PricewaterhouseCoopers was created in 1998 by the merger of
Price Waterhouse and Coopers & Lybrand.  Roberts began his
career with C&L in 1967, and until his retirement in June 2002
was a member of PwC's most senior management group, responsible
for strategy and operations.

Roberts also serves on the Board of Directors of SICOR, Inc. and
Safeguard Scientifics, Inc.  He is a member of the American
Institute of CPAs.

Roberts is a graduate of Drexel University.

Armstrong Holdings, Inc. is the parent company of Armstrong
World Industries, Inc., a global leader in the design and
manufacture of floors, ceilings and cabinets.  In 2002,
Armstrong's net sales totaled more than $3 billion.  Founded in
1860 and based in Lancaster, PA, Armstrong has 50 plants in 15
countries and approximately 16,500 employees worldwide.  More
information about Armstrong is available on the Internet at
http://www.armstrong.com

Armstrong Holdings' 9.000 bonds due 2004 (ACKH04USR1) are
trading at about 58 cents-on-the-dollar, says DebtTraders. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=ACKH04USR1
for real-time bond pricing.


ASIA GLOBAL CROSSING: Court OKs Houlihan as Committee's Advisor
---------------------------------------------------------------
The Official Committee of Unsecured Creditors of the Asia Global
Crossing Debtors obtained the Court's authority to retain
Houlihan Lokey Howard & Zukin Capital as its financial advisor,
nunc pro tunc to November 25, 2002.

As financial advisor to the Official Committee of Unsecured
Creditors, Houlihan Lokey will:

    -- evaluate the Debtors' assets and liabilities;

    -- analyze and review the Debtors' financial and operating
       statements;

    -- analyze the Debtors' business plans and forecasts;

    -- evaluate all aspects of any debtor-in-possession
       financing, cash collateral usage and adequate protection
       therefore and any exit financing in connection with any
       plan of reorganization and any related budgets;

    -- provide specific valuation or other financial analyses as
       the Committee may require in connection with the cases;

    -- help with the claim resolution process and distributions;

    -- assess the financial issues and options concerning the
       sale of any assets of the Debtors either in whole or in
       part, any and all capital raising activities, and the
       Debtors' plan of reorganization or any other plans of
       reorganization;

    -- prepare, analyze and explain the Plan to various
       constituencies; and

    -- provide testimony in court on the Committee's behalf, if
       necessary.

Pursuant to the Engagement Letter, Houlihan Lokey will receive,
as compensation for its services:

    -- a $150,000 Monthly Fee;

    -- a fee in the event that a transaction is consummated in
       an amount equal to 1% of Unsecured Creditor Recoveries;
       and

    -- reimbursement of all reasonable out-of-pocket expenses.
(Global Crossing Bankruptcy News, Issue No. 37; Bankruptcy
Creditors' Service, Inc., 609/392-0900)

Asia Global Crossing's 13.375% bonds due 2010 (AGCX10USR1) are
trading at about 12 cents-on-the-dollar, says DebtTraders. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=AGCX10USR1
for real-time bond pricing.


AVADO BRANDS: March 30 Balance Sheet Upside-Down by $17 Million
---------------------------------------------------------------
Avado Brands, Inc. (OTC Bulletin Board: AVDO), parent Company of
Don Pablo's Mexican Kitchen and Hops Restaurant - Bar - Brewery
discussed on-going initiatives, both financial and operational,
that it believes will significantly impact the
business going forward, as well as announced results for the
first quarter ended March 30, 2003.

                        Brand Updates

For the second time in three years, Don Pablo's was ranked the
No. 1 Mexican restaurant brand in the United States by consumers
in Restaurants & Institutions national Choice In Chains survey
that rated national and regional chains on food quality, menu
variety, value, service, atmosphere, cleanliness and
convenience.  Don Pablo's also launched a new menu late in the
first quarter designed to improve the quality of menu offerings,
drive sales and appeal to consumer preferences for increased
variety and better value.  Don Pablo's marketing expenditures
were limited during the first quarter due to liquidity
constraints imposed by the Company's previously existing credit
agreement.  Same-store sales for the quarter ended March 30,
2003 were 7% negative.

Same-store sales for the Company's Hops brand, were 17% negative
for the first quarter of 2003.  On March 13, 2003, the Company
relocated its Hops headquarters to Madison, Georgia and
installed a new, highly experienced, management team led by Tom
E. DuPree, Jr., Chairman and Chief Executive Officer of the
Company.  The senior field operations team remains in place in
its entirety.  The relocation allows the Company to capture
significant efficiencies in human capital, communications and
reduces overhead costs by an estimated $3.0 million annually.  
The Company anticipates consolidated general and administrative
expenses will approximate 5.5% to 6.0% of sales for the year
ended 2003, which is in line with comparable companies in the
industry. The Hops brand has begun operating behind a new and
strong brand positioning statement, which provides a clearly
stated objective against which every part of the business can be
measured.  "Doing right things right," says Mr. DuPree, "should
return the Hops brand to positive same-store sales as well as
establish the unique and proven brand traits that will deliver
on consumer appeal and loyalty."  During the month of April,
Hops has already seen a marked improvement in Guest Satisfaction
Index scores, which is the survey tool used by the brand to
measure guest satisfaction in its restaurants.  Like Don
Pablo's, Hops marketing was limited during the first quarter of
2003 due to liquidity constraints imposed by the Company's
previously existing credit agreement that was replaced with a
new facility on March 24, 2003.  On April 21, 2003, Hops was
able to launch a system-wide marketing campaign that is driving
both sales and customer traffic, a trend the Company expects to
continue.  Further, in 2003, Hops has been awarded a total of
four gold medals and three silver medals in the World Beer
Championships and Best Florida Beer Championships and will
defend its 2002 gold medals at the Great American Beer Festival
held in Denver, Colorado later this year.

The Company believes that debt reduction initiatives have
progressed to the point where a shift in primary focus has
begun.  This focus is towards more aggressively driving same-
store sales at Don Pablo's and Hops.

                       Financial Results

For the quarter ended March 30, 2003, restaurant sales from
continuing operations were $97.1 million compared to $115.2
million for the quarter ended March 31, 2002, representing a
decrease of 15.7 percent.  At the end of the first quarter of
2003, the Company's continuing operations included 180
restaurants compared to 190 restaurants at the end of the first
quarter of 2002.  In accordance with the provisions of Statement
of Financial Accounting Standards No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets", the Company's
discontinued operations, for the quarters ended March 30, 2003
and March 31, 2002, included the operations of 12 Don Pablo's
and eight Hops restaurants which were closed during 2002 along
with an additional eight Don Pablo's and one Hops restaurant
which closed during the first quarter of 2003.  These 29
locations posted operating losses of $4.6 million for the fiscal
year ended December 29, 2002.

Net loss from continuing operations for the first quarter ended
March 30, 2003 was $10.2 million, which included $4.4 million in
asset revaluation charges and $1.6 million in loss on disposal
of assets.  Net loss from continuing operations for the
corresponding period of the prior year was $4.8 million, which
included $0.7 million in asset revaluation charges and a gain on
disposal of assets of $0.5 million. "Adjusted EBITDA" from
continuing operations was $5.4 million for the first quarter
ended March 30, 2003 compared to Adjusted EBITDA of $8.1 million
for the first quarter of 2002.  Adjusted EBITDA is defined by
the Company as operating income (loss) plus depreciation and
amortization, (gain) loss on the disposal of assets, asset
revaluation and other special charges, non-cash rent expense and
preopening costs.  Management believes that presentation of non-
GAAP financial measures such as Adjusted EBITDA is useful
because it allows investors and management to evaluate and
compare the Company's operating results from continuing
operations from period to period in a more meaningful and
consistent manner than relying exclusively on GAAP financial
measures.

Adjusted EBITDA is also a component of certain financial
covenants in the Company's debt agreements.  The $5.4 and $8.1
million in Adjusted EBITDA for the quarters ended March 30,
2003 and March 31, 2002 respectively, included $6.3 million and
$6.5 million from Don Pablo's, $1.5 million and $3.6 million
from Hops, ($0.1) million and $0.2 million from Canyon Cafe, and
reductions of $2.3 million and $2.2 million related to corporate
overhead.

Loss from discontinued operations for the quarter ended
March 30, 2003 was $7.6 million compared to a net loss of $1.0
million for the first quarter of 2002.  Loss from discontinued
operations for the first quarter of 2003 primarily reflected
losses on the disposal of closed restaurant locations.

Avado Brands, Inc.'s March 30, 2003 balance sheet shows a
working capital deficit of about $77 million, and a total
shareholders' equity deficit of about $17 million.

In line with its stated objectives of reducing debt and
increasing liquidity, the Company obtained new financing during
the first quarter of 2003 that included a $39.0 million
revolving credit facility and a $20.0 million sale-leaseback
transaction.  The closing of this new financing enabled the
Company to fulfill all outstanding obligations with respect to
its previously existing credit agreement and provides limited
liquidity to repurchase outstanding debt.  The Company's ability
to repurchase outstanding debt is subject to the limitations of
its existing note indentures and the Company currently believes
that its ability to repurchase debt is limited to its 9-3/4%
Senior Notes, due 2006.  There are additional limitations
contained in the facility, which among other things, place a
ceiling of $0.50 per dollar (excluding accrued interest) on the
price the Company is allowed to pay for outstanding notes.  Any
unused availability related to the portion of the facility
reserved for debt repurchases will terminate on May 31, 2003.

In other debt reduction initiatives, proceeds of $14.7 million
from the sale of 16 closed restaurants along with other assets
during the first quarter of 2003 were used to reduce outstanding
debt as well as obligations under a master equipment lease
pursuant to which the Company made lease payments of $4.7
million in 2002.  For 2003, the Company's lease payments will be
reduced by, at a minimum, $1.8 million.  The Company is
currently in discussions with the lessor to modify or terminate
the remaining obligations under the lease facility.  As of
March 30, 2003, the Company had $2.9 million remaining in assets
classified as held for sale.  Subsequent to the end of the first
quarter of 2003, the Company repurchased $8.4 million in face
value of its 9.75% Senior Notes, due 2006, for $3.8 million plus
$0.3 million in accrued interest.

Commenting on the quarter, Tom E. DuPree, Jr., Chairman and
Chief Executive Officer said, "On March 13, 2003 a new day began
that has brought fresh life to our Hops brand and to the
Company.  The progress of our debt reduction initiatives and the
closing of our new credit facility provide us with the
flexibility to focus on the aspects of our business that will
positively impact our guests and drive sales."

Avado Brands owns and operates two proprietary brands, comprised
of 111 Don Pablo's Mexican Kitchens and 65 Hops Restaurant - Bar
- Breweries. Additionally, the Company operates two Canyon Cafe
restaurants, which are held for sale.


AVANI INT'L: BDO Dunwoody LLP Expresses Going Concern Doubt
-----------------------------------------------------------
Avani International Group Inc. was organized under the laws of
the State of Nevada on November 29, 1995. Since its inception,
the Company has constructed a bottling facility and has been
engaged in the business of bottling and distributing bottled
water product under the trade name "Avani Water".  The product
is an oxygen enriched, purified bottled water produced from
proprietary technology developed by the Company.

The Company's revenues for the fiscal year ended December 31,
2002 were $365,830, representing a decrease of $25,756, or 6.6%,
from revenues of $391,586 for the comparable period in 2001. The
decrease reflects the reduction in international water sales,
offset by a slight increase in cooler rentals and equipment
sales. The decrease in international water sales reflects the
loss of an Australian and Japanese distributor and lack of
marketing efforts in the United States, all of which occurred
during part of 2001 and all of 2002. These reductions were
offset by water sales to Avani O2, the Company's Malaysian
distributor. No sales were recorded to Avani O2 in 2001. The
Company's revenues in 2002 consisted of $343,271 in water and
supply sales (a decrease of $26,972, or 7.3%, from $370,243 for
the prior period), and $22,559 in cooler rentals and equipment
sales (an increase of $1,216, or 5.7%, from $21,343 for the
prior period). Of the total revenue for the 2002 period, $53,764
(or 14.7% of total revenues) represented sales to Avani O2.
During 2002, $242,529, or 71%, of total water sales were
domestic sales, mainly of its five gallon bottles.

Cost of revenue for the 2002 period totaled $338,643, or 92.6%,
of total revenue contrasted with $410,805, or 105%, of total
revenue for the 2001 period. Cost of revenue in 2002 consisted
of $203,346 in direct materials (bottled water, supplies,
coolers and related equipment), labor, production overhead, and
delivery costs (a decrease of $52,673, or 20.8%, from $256,019
for the prior period) and $135,297 in depreciation (a decrease
of $19,489, or 12.6%, from $154,786 for the prior period). The
decrease in costs of goods sold on a percentage basis for the
2002 period reflects reduced production and direct labor costs
resulting from labor reductions initiated in 2001 and carried
over to 2002, slightly offset by an increase in delivery and
freight charges. Gross profit for the 2002 period increased 241%
to $27,187 from a loss of $19,219 for the prior period for the
reasons discussed above.

Operating expenses which include marketing expenses and general
and administrative expenses for the 2002 period totaled
$560,123, representing a decrease of $227,361, or 28.8%, from
$787,484 for the prior period. Marketing expenses totaled
$133,098 for the 2002 period, representing a decrease of
$84,241, or 38.8%, from $217,339 for the prior period. The
decrease in marketing expenses reflects the Company's decision
to concentrate its international marketing efforts to Malaysia
and Japan, as opposed to a more expanded worldwide effort which
occurred in part of 2001. General and administrative expenses
totaled $427,025 for the 2002 period, representing a decrease of
$143,120, or 25.1%, from $570,145. The decrease is a result of a
combination of, recoveries of accounts receivable previously
written off, the full year effect of reduced salaries and
benefits that occurred during 2001, and an overall reduction in
office expenses. No research and development costs were incurred
in 2002 or 2001.

During 2002, the Company assigned $190,026 in accounts
receivable from Avani O2 to certain lenders in satisfaction of
outstanding loans. The accounts receivables related to product
shipments previously made to Avani O2, which were fully
reserved. The amount of the assignment equaled the amount of the
loans satisfied.

Net loss for the 2002 fiscal period was $857,718 which
represents a decrease of $34,739, or 3.9%, from the loss of
$892,457 for the prior period.
                        
               Liquidity and Capital Resources

Since its inception, the Company has financed its operations
principally through the private placement of its common stock.
During 1999, the Company raised approximately $1,450,000 net of
offering costs from the private placement of its common stock.
During 2000, the Company issued 17,000 shares of common stock in
exchange for services valued at $16,550. In 2002, the Company
raised a total of $75,750 from the private placement of its
common stock and warrants.

The Company expects that all available cash, including cash
received from Avani O2 from the Asset Sale Agreement, will be
used by the Company to funds its ongoing operations. As of
December 31, 2002, the Company had sufficient cash to fund its
operations for the next six months. However, the Company will be
required to raise additional funds to finance its ongoing
operations.

Working capital deficit as of December 31, 2002 was $459,362
compared with a working capital deficit as of December 31, 2001
of $888,601. The decrease of $429,239 in working capital deficit
is a result of the reduction of notes and loans.

Total assets as of December 31, 2002 were $1,647,704
representing a decrease of $236,769 from total assets of
$1,884,473 as of December 31, 2001.

In the Auditors Report of BDO Dunwoody LLP, Chartered
Accountants of Vancouver, Canada, and the independent auditors
for Avani: "The Company has suffered significant losses from
operations and has a working capital deficiency. This raises
substantial doubt about its ability to continue as a going
concern."  The Report is dated Janaury 31, 2003.


BACK BAY: Has Until May 15 to File Schedules and Statements
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Massachusetts gave
Back Bay Brewing Company Ltd., an extension of time to file its
schedules of assets and liabilities, statements of financial
affairs and lists of executory contracts and unexpired leases
required under 11 U.S.C. Sec. 521(1).  The Debtors have until
May 15, 2003 to file these documents.

Back Bay Brewing Company, Ltd., a restaurant and bar operating
at 755 Boylston Street in Boston, filed for chapter 11
protection on April 15, 2003 (Bankr. Mass. Case No. 03-13022).  
John M. McAuliffe, Esq., at McAuliffe & Associates, P.C.,
represents the Debtor in its restructuring efforts.  When the
Company filed for protection from its creditors, it listed
$9,000,000 in assets and $1,202,000 in debts.


BALLY TOTAL: Will Host Q1 2003 Earnings Conference Call Tomorrow
----------------------------------------------------------------
Bally Total Fitness Holding Corporation (NYSE:BFT), the leading
commercial operator of fitness centers in the United States,
will host a teleconference call for members of the financial
community tomorrow at 4:00 pm, CT.

The purpose of the call will be to discuss the press release to
be issued after the close of the market regarding the Company's
First Quarter 2003 Results. This call will be simultaneously
webcast at Bally's Web site at http://www.ballyfitness.com An  
archived version of the call will be available until May 21,
2003.

               Details for Conference Call

          Date: Wednesday, May 7, 2003

          Start Time: 4:00 pm, CT

          Webcast: Provided at http://www.ballyfitness.com

Bally Total Fitness is the largest and only nationwide,
commercial operator of fitness centers, with approximately four
million members and nearly 420 facilities located in 29 states,
Canada, Asia and the Caribbean under the Bally Total Fitness(R),
Crunch Fitness(SM), Gorilla Sports(SM), Pinnacle Fitness(R),
Bally Sports Clubs(R) and Sports Clubs of Canada(R) brands. With
more than 150 million annual visits to its clubs, Bally offers a
unique platform for distribution of a wide range of products and
services targeted to active, fitness-conscious adult consumers.

As reported in Troubled Company Reporter's October 24, 2002,
edition, Fitch Ratings affirmed its senior secured bank credit
facility rating on Bally Total Fitness Holdings Corp., of 'BB-'.
The rating on the senior subordinated notes has been downgraded
one notch to 'B' from 'B+' reflecting Fitch's current notching
guidelines which require a two notch differential between senior
secured debt and subordinated debt.  Of BFT's total balance
sheet debt of $716 million, approximately $300 million is
affected by the downgrade.  The Rating Outlook was changed to
Negative from Stable.

The change in Rating Outlook to Negative from Stable reflects a
more challenging retail and economic environment. BFT's
operating margins have been impacted by slower new member sign-
ups as well as a higher proportion of new clubs which take time
to achieve profitability. Somewhat offsetting these risks is the
company's efforts to improve operating margins via the sale of
ancillary products as well as the steady stream of income from
its mature, dues paying clientele. The Rating Outlook also
considers the company's leveraged balance sheet and the
challenge of attracting new members in the current weak economy.

Bally Total Fitness' 9.875% bonds due 2007 (BFT07USR1) are
trading at about 80 cents-on-the-dollar, says DebtTraders. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=BFT07USR1for  
real-time bond pricing.


BETA BRANDS: Lenders Foreclose on Asset due to Payment Defaults
---------------------------------------------------------------
Beta Brands Incorporated (TSX Venture Exchange: BBI) announced
that its senior lenders have foreclosed on the assets of the
Company due to payment defaults under its senior secured
indebtedness. The senior secured lenders obtained an order of
the Ontario Superior Court of Justice implementing the
foreclosure, effective today. Under the terms of the foreclosure
order granted by the Ontario Superior Court of Justice, Beta
Brands Incorporated will be left with no assets and will cease
to carry on business. The board of directors is considering the
appropriate next steps for Beta Brands Incorporated to take,
which may include a voluntary liquidation and dissolution.

The Company consented to abridge the notice period for the
foreclosure. The board of directors of the Company gave
extensive consideration to various restructuring alternatives,
but concluded that consenting to abridge the notice period for
the foreclosure, as requested by the senior secured lenders, was
the best available alternative to preserve the confectionery and
bakery operations as on-going businesses and to preserve value
for the secured creditors of the Company and in the best
interests of the trade creditors and employees of the Company's
subsidiaries. In reaching its decision to consent to an
abridgement of the notice period for the foreclosure, the board
of directors also considered a report prepared by a national
accounting firm which indicated that, had a liquidation of the
Company's operating subsidiaries occurred, there would have been
a very substantial shortfall to the Company's senior secured
lenders and no value to any other stakeholders.

As previously reported in September 2002, the Company formed a
special committee of the Board of Directors to address the
Company's short and long- term financing requirements. For some
time the Company has had to seek extensions from its senior
secured lenders for the principal and interest repayments on the
Company's senior secured debt as the Company has not been
generating sufficient cashflow to enable it to repay these
obligations on their originally scheduled maturity dates. The
last extension expired on April 30, 2003. Following this expiry
the senior lenders gave notice to the Company demanding
repayment of the senior debt and enclosing a notice of intention
to enforce their security. The senior secured lenders obtained
an order of the Ontario Superior Court of Justice implementing
the foreclosure effective Friday last week.

Under the foreclosure order, the senior secured lenders have
accepted common shares and subordinated indebtedness of the
Company's operating subsidiaries in satisfaction of the senior
secured indebtedness of the Company. The Company's operating
subsidiaries, Beta Brands Limited and Beta Brands U.S.A., Ltd.,
will continue as going concerns and will continue to operate as
they have in the past, but under new ownership. Beta Brands
Limited, a private company is now owned directly by the senior
lenders. Beta Brands U.S.A., Ltd. is a wholly owned subsidiary
of Beta Brands Limited. Trade creditors, customers and employees
of the operating subsidiaries, Beta Brands Limited and Beta
Brands U.S.A., Ltd. will not be affected by the foreclosure.

The subordination of the indebtedness owing to the senior
lenders has enabled the operating subsidiaries, Beta Brands
Limited and Beta Brands U.S.A., Ltd. to obtain new financing in
the form of a revolving credit facility to finance their working
capital requirements.

The Company also announced that Joel Jacks resigned as a
director and chairman of the Company on April 30, 2003.

The Company trades on the TSX Venture Exchange under the symbol
BBI and has approximately 41.3 million common shares
outstanding.


BION ENVIRONMENTAL: Seeking New Financing to Fund Operations
------------------------------------------------------------
Bion Environmental Technologies Inc. incurred losses totaling
$2,726,318 during the nine months ended March 31, 2003 and has a
history of losses which has resulted in an accumulated deficit
of $58,898,563 at March 31, 2003.

During the year ended June 30, 2002, through the Company's
transactions with Centerpoint Corporation and OAM S.p.A., the
Company obtained $4,800,000 in cash.  The Company is currently
engaged in seeking additional financing to satisfy its current
operating requirements.

There can be no assurance that sufficient funds required during
the immediate future or thereafter will be generated from
operations, or that funds will be available from external
sources such as debt or equity financings, or other potential
sources. The lack of additional capital resulting from the
inability to generate cash flow from operations or to raise
capital from external sources have already forced the Company to
substantially curtail operatins, caused it to reduce staff to
six employees, and, according to the Company, may cause it to
cease operations and would, therefore, have a material adverse
effect on it business. Further, there can be no assurance that
any such required funds, if available, will be available on
attractive terms or that they will not have a significantly
dilutive effect on the Company's existing shareholders.

Bion has a stockholders' deficit of $316,463, an accumulated
deficit of $58,898,563, limited current revenues, substantial
current operating losses and negative working capital.  
Operations are not currently profitable; therefore, readers are
further cautioned that Bion's continued existence is uncertain
if the Company is not successful in obtaining outside funding in
an amount sufficient for it to meet its operating expenses at
its current level.

Management is currently engaged in seeking additional capital to
fund operations until Bion system and BionSoil(R) sales are
sufficient to fund operations.

There is substantial doubt about the Company's ability to
continue as a going concern.  In connection with their report on
Bion's Consolidated Financial Statements as of, and for the year
ended, June 30, 2002, BDO Seidman, LLP, the Company's
independent certified public accountants, expressed substantial
doubt about the ability of Bion to continue as a going concern
because of recurring net losses and negative cash flow from
operations.


BURLINGTON: US Trustee Balks at MBL and DrKW Engagement Terms
-------------------------------------------------------------
Julie L. Compton, Esq., Trial Attorney, in Wilmington, Delaware,
notes that Burlington Industries, Inc., and its debtor-
affiliates' application to retain Miller Buckfire Lewis & Co.,
LLC and Dresdner Kleinwort Wasserstein, Inc. as investment
bankers and the terms of the Engagement Letter provide that MBL
and DKW will receive:

    -- a $250,000 monthly fee for the first four months, and
       $150,000 per month thereafter; and

    -- a $2,000,000 transaction fee plus 2.5% of the aggregate
       consideration over $579,000,000, subject to certain
       reductions.

The Acting U.S. Trustee for Region 3, Roberta A. DeAngeles,
objects to the Debtors' request to have the Court determine
that, at the time of MBL's & DKW's retention, the proposed fees
are reasonable under Section 328(a) of the Bankruptcy Code.  The
U.S. Trustee objects to the pre-approval of the proposed fees in
that the determination is premature and inconsistent with
Sections 330 and 331 of the Bankruptcy Code.  Ms. Compton
suggests that it merely serves to limit the Court's later review
of the reasonableness of the fees.

As contemplated by the Bankruptcy Code, Ms. Compton points out,
review and approval by the Court of all fees should be made at
the final fee application hearing, or at least after the closing
of a transaction that would trigger the accrual of certain of
the fees.  In fact, the benefit of MBL's and DKW's services and
the reasonableness of the fees can be better evaluated at that
time.  This is especially true in this case where MBL & DKW
themselves state that it is not possible to estimate:

    (a) the amount of time that will be required to perform the
        services contemplated by the Engagement Letter; or

    (b) the exact nature of the transactions to be consummated
        by the Debtors.

Thus, it is not possible to estimate the total compensation to
be paid.

Ms. Compton also notes that it is not entirely clear from the
Application and Engagement Letter under what circumstances the
transaction fee would be paid.  The U.S. Trustee suggests that
MBL & DKW should only be entitled to payment of a transaction
fee in the event of either:

    -- the Court confirming a plan of reorganization, or

    -- the consummation of a sale of substantially all of the
       Debtors' assets.
  
The Engagement Letter also provides that, "the Advisors have
been retained under this agreement as an independent contractor
with no fiduciary or agency relationship to the Company or to
any other party."  Ms. Compton relates that this provision is
inconsistent with Section 327(a) of the Bankruptcy Code.

The U.S. Trustee objects to the engagement to the extent that it
attempts to waive MBL and DKW's fiduciary duties.  A
professional employed on behalf of a debtor-in-possession under
Section 327(a) of the Bankruptcy Code owes fiduciary obligations
to the debtor and its creditors to act solely in the best
interests of the estate.

The U.S. Trustee leaves the Debtors to their burden of proof and
reserves her discovery rights.  Ultimately, the U.S. Trustee
asks the Court to deny the Debtors' application.

          Creditors' Committee Doesn't Like It Either

The Official Committee of Unsecured Creditors of Burlington
Industries, Inc. complain that the fee structure proposed by the
Debtors is not reasonable as required by Sections 328(a) and 330
of the Bankruptcy Court.

Donald J. Detweiler, Esq., at Saul Ewing LLP, in Wilmington,
Delaware, relates that the Engagement Letter provides that MBL &
DKW will receive a $250,000 monthly fee for the first four
months and $150,000 per month thereafter.  In addition, MBL &
DKW will be entitled to receive a Transaction fee equal to
$2,000,000 plus 2.5% of the aggregate consideration over
$579,000,000, subject to certain reductions, if:

    (a) the Debtors receive a Qualified Bid from a Qualified
        Bidder who was contacted by MBL and DKW during the
        course of the engagement and conduct the Auction or, if
        they do not conduct the Auction, designate the Qualified
        Bid as the Successful Bid, in either case whether or not
        a transaction with the Qualified Bidder is actually
        consummated, or

    (b) the Debtors effect a transaction with a Qualified Bidder
        who was contacted by MBL and DKW during the course of
        the engagement.

In short, these terms virtually guarantee MBL & DKW a
Transaction Fee.  Mr. Detweiler argues that this is not
reasonable and is not in the best interest of the Debtors or
their estates.  The Transaction Fee is not a reflection of the
amount of time the Advisors will likely spend providing the
services to the Debtors.

Nothing has been presented by the Debtors showing that the
Transaction Fee is a reflection of the rates customarily charged
for the Advisors' services.  And, without some base requirements
regarding the desirability of a Qualified Bid or Qualified
Bidder, there is no evidence that the Transaction Fee is
reasonably based on customary compensation for comparably
skilled practitioners.  Therefore, Mr. Detweiler asserts, the
fee arrangement proposed in the Application must not be
approved.

Therefore, the Committee asks the Court to deny the Debtors'
Application. (Burlington Bankruptcy News, Issue No. 32;
Bankruptcy Creditors' Service, Inc., 609/392-0900)    


CENDANT MORTGAGE: Fitch Rates Class B-4 and B-5 Notes at BB/B
-------------------------------------------------------------
Cendant Mortgage Capital LLC's $205.6 million mortgage pass-
through certificates, series 2003-4 classes I-A-1 through I-A-5,
II-A-1 through II-A-4, I-P, I-X, II-P, II-X, R-I, R-II and R-III
certificates (senior certificates) are rated 'AAA' by Fitch
Ratings. In addition, Fitch rates the $2.3 million class B-1
certificates 'AA', $946,800 class B-2 certificates 'A', $631,300
class B-3 certificates 'BBB', $315,600 privately offered class
B-4 certificates 'BB' and $315,600 privately offered class B-5
certificates 'B'.

The 'AAA' rating on the senior certificates reflects the 2.30%
subordination provided by the 1.10% class B-1, 0.45% class B-2,
0.30% class B-3, 0.15% privately offered class B-4, 0.15%
privately offered class B-5 and 0.15% privately offered class B-
6 (which is not rated by Fitch). Classes B-1, B-2, B-3, B-4, and
B-5 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 also reflect the quality of the underlying mortgage
collateral, strength of the legal and financial structures and
the servicing capabilities of Cendant Mortgage Corporation,
which is rated 'RPS1-' by Fitch. The certificates represent
ownership in a trust fund, which consists primarily of 2
separate mortgage loan Groups. Each of the classes I-A-1 through
I-A-5, I-P, I-X and R-I through R-III (the Group I senior
certificates), and the class II-A-1 through II-A-4, II-P and II-
X (the Group II senior certificates), will receive interest
and/or principal from its respective mortgage loan group. If on
any distribution date, the available funds from one loan group
is insufficient to make distributions of interest and/or
principal on that related senior certificate group, available
funds from the other loan group, after first making the interest
and/or principal distribution on its related senior
certificates, will be available to cover shortfalls of interest
and/or principal distributions on the loan group's senior
certificates, before any distributions of interest and/or
principal are made to the subordinate certificates. The
subordinate certificates will be cross-collateralized and will
receive interest and/or principal from available funds collected
in the aggregate from both mortgage pools.

Group I consists of 293 one-to-four family conventional, fixed-
rate mortgage loans secured by first liens on residential
mortgage properties with original terms to maturity not greater
than 30 years. As of the cut-off date (April 1, 2003), the
mortgage pool has an aggregate principal balance of
approximately $134,343,428, a weighted average original loan-to-
value ratio of 69.43%, a weighted average coupon of 5.98%, a
weighted average remaining term of 353 months and an average
balance of $458,510. The loans are primarily located in
California (22.15%), New York (13.55%) and New Jersey (11.43%).

Group II consists of 164 one-to-four family conventional, fixed-
rate mortgage loans secured by first liens on residential
mortgage properties with original terms to maturity not greater
than 15 years. As of the cut-off date, the mortgage pool has an
aggregate principal balance of approximately $76,075,132, a
weighted average OLTV of 59.04%, a WAC of 5.55%, a WAM of 179
months and an average balance of $463,873. The loans are
primarily located in California (20.69%), New York (12.28%) and
New Jersey (12.12%).

All of the mortgage loans were either originated or acquired in
accordance with the underwriting guidelines established by
Cendant Mortgage Corporation. Any mortgage loan with an OLTV in
excess of 80% is required to have a primary mortgage insurance
policy. Approximately 1.70% and 5.33% of the mortgage loans in
Groups I and II, respectively, are pledged asset loans. These
loans, also referred to as 'Additional Collateral Loans', are
secured by a security interest, normally in securities owned by
the borrower, which generally does not exceed 30% of the loan
amount. Ambac Assurance Corporation provides a limited purpose
surety bond, which guarantees that the Trust receives certain
shortfalls and proceeds realized from the liquidation of the
additional collateral, up to 30% of the original principal
amount of that Additional Collateral Loan.

Citibank N.A. will act as the Trustee of the trust. For federal
income tax purposes, an election will be made to treat the trust
fund as three real estate mortgage investment conduits.


CIRRUS LOGIC: S&P Cuts Credit Rating to B over Operating Losses
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating for Cirrus Logic Inc. to 'B' from 'B+', reflecting
expectations that operating losses are likely to continue over
the near term. The outlook is stable.

Cirrus, based in Austin, Texas, is a "fabless" supplier of audio
semiconductors-that is, wafer foundries fabricate all of Cirrus'
chips. It currently has no funded debt, although lease
obligations exceed $85 million.

"Continued sales declines and near-term operating losses are
expected because of challenging demand conditions, the
discontinuance of product lines, and the expiration of customer
programs," said Standard & Poor's credit analyst Emile Courtney.

Standard & Poor's expects operating losses, which are estimated
to be in the $5 million area for the June 2003 quarter, along
with moderate capital expenditure levels, to continue to
decrease cash balances modestly over the near term. Sales in the
June 2003 quarter are expected to decline to less than $45
million, following a sequential 15% drop in the March quarter.
The expected sequential revenue decline is largely because of
the expiration of a supply contract for game console components.

Cirrus' analog and mixed-signal semiconductor chips are designed
for numerous audio and video consumer electronics devices. Audio
products represent the majority of the company's total sales.


CMS ENERGY: Will Publish First-Quarter 2003 Results on Thursday
---------------------------------------------------------------
PR Newswire   May 2

CMS Energy (NYSE: CMS) will discuss its first quarter earnings
results and update its business and financial outlook with
investors, analysts and others at 10:30 a.m. EDT on Thursday,
May 8, 2003.

Those interested may participate in an Internet webcast on the
first quarter results and outlook by going to the CMS Energy
home page, http://www.cmsenergy.com, and selecting "First  
Quarter 2003 Results and Business and Financial Outlook."

CMS Energy Corporation is an integrated energy company, which
has as its primary business operations an electric and natural
gas utility, natural gas pipeline systems, and independent power
generation.

For more information on CMS Energy, please visit
http://www.cmsenergy.com

As reported in Troubled Company Reporter's April 25, 2003
edition, Standard & Poor's Ratings Services assigned its 'BB'
rating to CMS Energy Corp.'s $925 million senior secured credit
facilities. The facilities include CMS Enterprises' $516 million
senior secured revolving credit facility due April 30, 2004
(guaranteed by CMS Energy) and a $159 million senior secured
revolving credit facility due April 30, 2004, and a $250 million
senior secured term loan facility due Oct. 30, 2004. The outlook
is negative.

Michigan-based CMS Energy has about $7 billion in debt.

The 'BB' ratings assigned to the facilities, which equates to
CMS Energy's 'BB' corporate credit rating, considers this class
of debt to be at the most senior position in CMS Energy's
capital structure. The uncertain value of the capital stock of
Consumers Energy Co. and CMS Enterprises (which is used as
security for the facilities) in a bankruptcy scenario affect any
potential benefit afforded by the companies' assets that support
the value of their capital stock.


COMDISCO INC: Creditors' Recovery Estimated at about 87%
--------------------------------------------------------
Comdisco Holding Company, Inc. (OTC:CDCO) announced that its
Board of Directors has declared a cash dividend of $73.33 per
share on the outstanding shares of its common stock, payable on
May 22, 2003 to common stockholders of record on May 12, 2003.
Comdisco Holding Company has approximately 4.2 million shares of
common stock outstanding. Mellon Investor Services will serve as
paying agent for the dividend to common stockholders. Comdisco
intends to treat this distribution for income tax purposes as
the first in a series of liquidating distributions in complete
liquidation of the company.

Comdisco's First Amended Joint Plan of Reorganization, which
became effective on August 12, 2002, requires that holders of
Comdisco's contingent distribution rights (OTC:CDCOR) be
entitled to share in proceeds realized from the company's assets
once certain minimum recovery thresholds are achieved. Former
common shareholders of Comdisco, Inc., the predecessor company
to Comdisco Holding Company, Inc., are entitled to exchange
their old common shares, which have been cancelled, for
contingent distribution rights on a one-for-one basis.

In order to receive contingent distribution rights, former
common shareholders must properly complete a transmittal form
and surrender their old common shares to Mellon Investors
Services LLC. As of April 30, 2003, over 99 percent of the old
common shares of Comdisco, Inc. have been exchanged for
contingent distribution rights. As required by bankruptcy court
order dated March 27, 2003, Comdisco has established a reserve
to hold contingent distribution rights relating to old common
shares that have not yet been exchanged and any cash payments
made in respect of such reserved contingent distribution rights.
Failure to surrender old common shares prior to August 12, 2003
will result in the forfeiture of all rights and interests in
respect of such old common shares, including the right to
receive contingent distribution rights and participate in any
distributions pursuant to the Plan.

The recovery to Comdisco's general unsecured creditors, after
giving effect to the dividend, will be approximately 87 percent,
calculated as provided in the Plan. As a result, the company
also announced today that it will make a cash payment of $.01793
per right on the contingent distribution rights, payable on
May 22, 2003 to contingent distribution rights holders of record
on May 12, 2003. The aggregate cash payment to a particular
holder of record of contingent distribution rights will be
rounded to the nearest $0.01 (up or down), with $0.005 being
rounded down. Comdisco Holding Company has approximately 152.8
million contingent distribution rights outstanding. Mellon
Investor Services will serve as paying agent for the payment to
holders of contingent distribution rights.

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: Resolves Claims Dispute with Renco Investment
-----------------------------------------------------------
Under a certain Industrial Space Lease, Renco Investment Company
was the lessor and Comdisco, Inc. was the lessee of a certain
real property in Fremont, California.

The Debtors became a lessee under the Lease on September 14,
2000 after Avant! Corporation assigned its interest to Comdisco,
Inc. pursuant to an Assignment of Lease.

Consequently, in the course of its Chapter 11 cases, the Debtors
rejected the Lease, effective September 8, 2002.

Renco asserted these claims against the Debtors arising out of
the Lease and its rejection:

  (1) an administrative claim filed September 26, 2002, alleging
      amounts owed by the Debtors to Renco in order to satisfy
      the Debtors' postpetition, pre-rejection obligations under
      the Lease; and

  (2) proof of claim no. 1335 seeking damages stemming from
      the rejection of the Lease -- the Prepetition Claim.

The Debtors objected to the Prepetition Claim and the
Administrative Claim.

Renco and the Reorganized Debtors agree that the Administrative
Claim is $141,585.  Both parties further agree that the
Prepetition Claim total $11,372,604 comprising:

  (a) $5,489,338 -- capped amount of rent reserved under the
      Lease pursuant to Section 502(b)(6) of the Bankruptcy
      Code;

  (b) $5,852,981 -- restoration damages; and

  (c) $30,285 -- PSI lien.

Renco is holding a $273,572 security deposit and the $5,000,000
proceeds of a letter of credit.  As a result of the $5,273,572
Security, $5,273,572 of the Prepetition Claim is a Secured
Claim.

It is understood between the Reorganized Debtors and Renco that
the $6,200,000 reserve established by the Order Estimating the
Amounts of Unliquidated and Disputed Claims for Purposes of
Establishing a Disputed Claims Reserve, entered on August 20,
2002, will be applied by the Reorganized Debtors in favor of
Renco's $6,099,032 Allowed General Unsecured Claim.

In good faith, the Reorganized Debtors and Renco stipulate and
agree that:
  
  (a) The Administrative Claim and the Prepetition Claim as
      against the Debtors or the Reorganized Debtors have been
      resolved;

  (b) Renco has no remaining claims against the Debtors or the
      Reorganized Debtors;

  (c) The Administrative Claim will be allowed and paid by the
      Reorganized Debtors in cash on or before May 15, 2003, in
      full and complete satisfaction of the Administrative
      Claim;

  (d) The $5,273,572 Secured Claim will be allowed and paid by
      applying the $5,273,572 Security to offset the
      $5,273,572 Secured Claim;

  (e) After application of all set-offs, Renco will have an
      Allowed General Unsecured Claim in the Comdisco Chapter 11
      case for $6,099,032, in full and complete satisfaction of
      any and all claims against the Debtors;

  (f) Renco may seek satisfaction of the Prepetition Claim and
      the Administrative Claim only as set forth in this
      Stipulation and under the Plan, and in no event will the
      Reorganized Debtors or their estates be liable in any
      other way whatsoever with respect to the Prepetition Claim
      or the Administrative Claim;

  (g) Renco and the Debtors and Reorganized Debtors exchange
      mutual releases;

  (h) Renco and the Reorganized Debtors are bound by the terms
      of the Plan;

  (i) Consistent with this Court's ruling in open court on
      August 20, 2002, other than the Lease Rejection Damages,
      the Reorganized Debtors will have no further or additional
      liability for rent reserved under the Lease, the
      Assignment, or otherwise, as to Renco or as to any third
      party, including, but not limited to, Avant; and

  (j) The Court will retain jurisdiction over any and all
      disputes arising out of this Agreed Order.

                        Avant! Objects

James A. Tiemstra, Esq., at Miller, Starr & Regalla, in Walnut
Creek, California, relates that Avant! LLC, as tenant, and
Renco, as landlord, were parties to a lease that Avant!
subsequently assigned to Comdisco, Inc.

After taking possession, Comdisco hired Devcon Construction,
Inc. to build and make certain tenant improvements to the
Premises.  Comdisco allegedly did not pay for the work and
Devcon recorded a mechanics' lien against the Premises, which
Avant! paid.

Renco subsequently filed a complaint against Avant! for, inter
alia, the rent due under the Lease and for damages arising out
of the Comdisco's failure to restore the Premises as required
under the Lease.

Two claims were filed against the Debtors in November 2001:

    (1) Renco's $5,580,000 rent claim and the Restoration Claim;
        and

    (2) Avant!'s claims:

        -- contractual indemnification claim for the damages
           asserted by Renco in the Complaint,

        -- the Mechanic's Lien claim, and

        -- $41,985 for certain computer software products.

The Debtors sought to set a claim reserve as to Renco and
Avant!'s claims.  The Debtors represented that the Reserve
Motion was filed for the sole purpose of setting a reserve and
purportedly was not intended to bar Renco or Avant! from
asserting the full amount of their claims.

The Court entered the Reserve Order, which provides for:

    (1) $6,200,000 reserve for Renco's claims,
  
    (2) Avant!'s contingent Reimbursement Claim, which purports
        that to the extent Avant! pays any portion of Renco's
        claims, Avant! will be entitled to pursue the funds
        reserved for Renco, and
  
    (3) a $4,300,000 reserve for the Mechanic's Lien Claim.

The Debtors later agreed to set aside an additional $42,000 for
the Software Claim.

Recently, the Debtors and Renco entered into a Stipulation,
agreeing to the amount of Renco's Claim.  The Stipulation
further provides that the Debtors will have no further liability
to Avant! for rent reserved under the Lease, the Assignment or
otherwise.

"The Stipulation and Agreed Order represent the worst form of
overreaching," Mr. Tiemstra states.  The relief sought is
directly contrary to the Reserve Motion and the Reserve Order,
both of which specifically preserved Avant!'s rights to seek the
full amount of its claims against the Debtors.  The Stipulation
is clearly designed to circumvent Avant!'s due process rights,
Mr. Tiemstra complains.

Avant! maintains that the Mechanic's Lien claim, the Software
Claim, the Reimbursement Claim and the Step-Up Rent Claim are
all completely independent of Avant!'s right to seek
indemnification against the Debtors arising out of the Lease.  
Mr. Tiemstra argues that there is no basis for barring these
claims under Section 502(e)(1) of the Bankruptcy Code, and
certainly not pursuant to a stipulation between Renco and the
Debtors to which Avant! is not a party.

Mr. Tiemstra argues that the Debtors should not be allowed to
undermine Avant!'s due process rights by stipulation and an
"agreed order" that would purportedly bar Avant!'s claims in
advance of the May 22, 2003 hearing on the Debtors' Omnibus
Objection to various claims.

Finally, Avant! reserves all of its rights to seek the full
amount of its claims against the Debtors whether or not those
claims are pursued by Renco.  Avant! reserves its rights to
assert that by entering into the stipulation, Renco has not
properly mitigated whatever damage claims it may have against
Avant!.

Thus, Avant! asks the Court not to approve the Stipulation and
Agreed Order. (Comdisco Bankruptcy News, Issue No. 47;
Bankruptcy Creditors' Service, Inc., 609/392-0900)    


COMVERSE TECH.: S&P Rates $350MM Private Placement Debt at BB-
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' rating to
Comverse Technology Inc.'s private placement of $350 million of
zero-yield puttable securities due 2023 and affirmed its 'BB-'
corporate credit and senior unsecured ratings on the company.
Proceeds from the sale are expected to be used for general
corporate purposes, including potentially repurchasing portions
of the company's existing convertible notes.

Woodbury, New York-based Comverse is a leading supplier of
software-driven voicemail and related messaging systems to
telecommunications carriers. It had $391 million of debt
outstanding as of Jan. 31, 2003. The outlook is negative.

Comverse's recent response to cutbacks in spending on enhanced
services, such as voicemail, has included reducing total company
headcount by 20% in 2002, which will help lower the company's
quarterly net income breakeven revenue rate to $190 million by
year-end 2003.

Standard & Poor's, however, expects that continued weak capital
spending will result in ongoing EBITDA losses for Comverse in
coming quarters.

"While enhanced services continue to present a long-term
opportunity," said Standard & Poor's credit analyst Joshua
Davis, "we expect a prolonged recovery in capital spending by
telecommunications carriers, resulting in potentially limited
growth for vendors in the intermediate term."

Nevertheless, Comverse's strong cash position affords it the
capacity to absorb EBITDA losses while maintaining significant
overall financial flexibility. Near-term operating funding needs
are expected to be met easily from existing cash.


DEVON MOBILE: Court Okays Series of Proposed Sale Transactions
--------------------------------------------------------------
Devon Mobile Communications, L.P., has received approval from
the Bankruptcy Court on a series of proposed sale transactions
involving certain of its wireless assets in Vermont and New
Hampshire. Devon Mobile has entered into agreements that have
been approved by the Bankruptcy Court for the sale of FCC
licenses, network build out and Lucent equipment in Burlington
and Rutland, VT, as well as, Lebanon, NH. These sales arise from
bids that Devon Mobile accepted at an auction conducted on April
10, 2003. Approval was also received on an agreement for the
sale of Devon Mobile's FCC license in Keene, NH, which also
originated from a bid at the auction.

In addition to the sales described above, through private
negotiations, Devon Mobile has accepted offers for the sale of
its FCC licenses in Pittsburgh and State College, PA. Devon
Mobile expects these agreements to be approved by the Bankruptcy
Court in approximately one week.

Devon Mobile also announced that it is seeking buyers for its
remaining wireless assets located in 24 markets across New York,
Pennsylvania, Maine and Virginia. In 21 markets, Devon Mobile is
selling its FCC licenses along with the network it has
constructed in those markets, including the Lucent equipment if
desired. In three other markets, Devon Mobile is selling network
only along with the Lucent equipment if desired. This effort
represents the final sale process for these wireless assets.
Written indications of interest for Devon Mobile's remaining
wireless assets are due by May 9, 2003.

The FCC licenses being offered for sale cover 21 markets with a
total population of approximately 4.4 million, which is roughly
one half of Devon Mobile's original footprint.

Over $37 million in property, plant and equipment has been
invested by Devon Mobile to build out its wireless networks in
these markets.

"We believe that our remaining wireless assets represent a great
opportunity for parties that are seeking to increase their
spectrum position and/or their footprint in the Northeastern
U.S.", said Lisa-Gaye Shearing Mead, president of Devon G.P.,
Inc.

Devon Mobile was established in 1995. Devon GP owns 50.1% of the
partnership interests and Adelphia Communications Corporation
owns 49.9%. Together with its direct debtor and non-debtor
subsidiaries, Devon Mobile is a personal communications service
company with PCS networks and/or licenses in six states: Maine,
New Hampshire, western New York, western Pennsylvania, Vermont
and western Virginia. Devon Mobile and its subsidiaries hold 28
Federal Communications Commission licenses that permit them to
build, operate and maintain PCS networks in certain areas of
those states. The license areas comprise a total population of
approximately 7.8 million.

Legg Mason Wood Walker, Incorporated is a wholly-owned
subsidiary of Legg Mason, Inc. (NYSE: LM), a Baltimore, MD-based
holding company that provides asset management, securities
brokerage, investment banking, and related financial services
through its subsidiaries.


DOMAN INDUSTRIES: March 31 Balance Sheet Upside-Down by C$363MM
---------------------------------------------------------------
Rick Doman, President & CEO of Doman Industries Limited,
announced the Company's first quarter 2003 results.

Introduction

(i) On November 7, 2002 the Company announced that it had
    reached agreement in principle with the holders of a
    majority of the Company's unsecured notes on a plan to
    consensually restructure the Company's financial affairs.

As part of the plan, on November 7, 2002, the Company obtained a
B.C. Supreme Court order for protection under the Companies'
Creditors Arrangement Act. The effect of the order, and
subsequent extensions, has been to stay the Company's current
obligations to creditors, in order that a plan of compromise or
arrangement can be approved and implemented.

The proposed plan was designed to keep Doman intact and
establish a capital structure to position the Company as a
strong long-term competitor in the British Columbia coastal
forest products industry. The proposed plan would reduce the
Company's long-term debt from US$673 million to US$273 million
and provide a minimum US$32.5 million in funds for working
capital purposes.

On March 7, 2003 the Company's application to file its proposed
plan and call a creditors' meeting was dismissed by the Court as
a result of objections raised by an ad hoc committee of Secured
Noteholders. Permission, however, was granted to the Company to
reapply with a revised plan of compromise or arrangement.

On April 25, 2003 the Company obtained an extension of the stay
of proceedings to July 23, 2003 in order to provide it more time
to revise its plan. Discussions with representatives of secured
and unsecured noteholders are continuing but the Company does
not expect to file a revised plan before June 2003.

(ii) Earnings of $52.2 million in the first quarter of 2003 were
     impacted by the stronger Canadian dollar which resulted in
     a foreign exchange gain of $73.9 million on the Company's
     U.S. dollar denominated debt.

Sales

Sales in the first quarter of 2003, although adversely impacted
by the stronger Canadian dollar, were $149.2 million compared to
$131.7 million in the first quarter of 2002.

Sales in the solid wood segment decreased slightly to $98.7
million in the current quarter from $102.6 million in the first
quarter of 2002 as lumber sales declined by $25.1 million but
log sales increased by $21.0 million.

Pulp sales in the first quarter of 2003 increased to $50.5
million from $29.1 million in the same period of 2002 as a
result of significantly higher sales of NBSK pulp. The average
list price of NBSK in the first quarter of 2003 was US$482 per
ADMT, and climbing, compared to US$452 per ADMT, and falling, in
the same quarter of 2002.

EBITDA

EBITDA in the first quarter of 2003 was $15.1 million compared
to $13.2 million in the immediately preceding quarter and $(3.4)
million in the first quarter of 2002. EBITDA for the solid wood
segment in the first quarter of 2003 was $20.0 million compared
to $19.1 million in the fourth quarter of 2002 and $7.2 million
in the first quarter of 2002. Results in the first quarter were
adversely impacted by a $7.8 million provision for
countervailing and antidumping duties on softwood lumber
shipments to the U.S. combined with low shipment volumes. The
average lumber price, net of provision for duties, was $497 per
mfbm in the first quarter of 2003, which was the same as the
previous quarter, and compared to $519 per mfbm in the first
quarter of 2002. Outside log sales were 206 km3 in the first
quarter of 2003 compared to 273 km3 in the immediately preceding
quarter and 77 km3 in the first quarter of 2002.

EBITDA for the pulp segment in the first quarter of 2003 was
$(3.8) million compared to $(6.6) million in the immediately
preceding quarter and $(8.9) million in the first quarter of
2002. The Squamish pulp mill operated for 89 days in the first
quarter of 2003, producing 69,932 ADMT which was in line with
the 71,350 ADMT for the fourth quarter of 2002. NBSK prices
continued improving through the first quarter. Prices for
dissolving sulphite pulp were generally stable but still weak in
the first quarter and the Port Alice pulp mill continued to take
extensive downtime, operating for only 35 days and producing
16,441 ADMT.

Cash flow from operations in the first quarter of 2003, before
changes in non-cash working capital, was $(8.7) million compared
to $(30.5) million in the first quarter of 2002. After changes
in non-cash working capital, cash provided by operations in the
first quarter of 2003 was $7.4 million compared to $19.9 million
in the first quarter of 2002.

The effect of the Court Order issued under the CCAA proceedings
is to stay the Company's current obligations to creditors at
November 7, 2002, as well as subsequent interest payments to
bondholders. At March 31, 2003 payments to trade creditors of
$18.1 million and interest payments to bondholders of US$32.4
million were stayed.

The Company's cash balance at March 31, 2003 was $15.5 million.
In addition, $49.8 million was available under its revolving
credit facility.

At March 31, 2003, Doman Industries reported a total
shareholders' equity deficit of about CDN$363 million.

Earnings

In the first quarter of 2003, the Company reported net earnings
of $52.2 million compared to a net loss of $39.4 million in the
first quarter of 2002.

Earnings were impacted in the first quarter of 2003 by the
accounting standard recommended by the Canadian Institute of
Chartered Accountants requiring that unrealized foreign exchange
gains and losses on long-term debt be included in earnings. As
the Canadian dollar strengthened between December 31, 2002 and
March 31, 2003 an exchange gain of $73.9 million was recorded.
In the first quarter of 2002 the foreign exchange impact
resulted in a loss of $0.9 million.

Market & Operations Review

Lumber prices in the U.S. as measured by SPF 2 x 4 lumber,
averaged approximately US $214 per mfbm in the first quarter of
2003 compared to US$268 per mfbm in the same period of 2002 and
US$195 per mfbm in the fourth quarter of 2002. U.S. housing
starts recovered in March to a seasonally adjusted annual rate
of 1,780,000 after falling off in February. However, single
family permits, considered to be a leading indicator, were down
7% in the first quarter of 2003. Uncertainties relating to the
outcome of the softwood lumber dispute with the U.S. continue to
plague the British Columbia lumber industry and provincial
forest policy reforms announced by the Province at the end of
March have potentially adverse implications for the Company - in
particular the 20% take-back of timber harvesting rights and
introduction of an auction based timber pricing system. Although
the Province has enacted one of the three Bills dealing with the
reform package, the regulations and orders which will establish
the basis for compensation for the 20% timber tenure reduction
and detail the new stumpage system have not yet been released.
As a result, the impact on the Company's financial position and
operations cannot be determined at this time.

NBSK pulp markets strengthened in the first quarter of 2003 with
list prices to Europe increasing three times to end the quarter
at US$520 per ADMT. As Norscan producers' pulp inventories
dropped from 1.7 million tonnes in December 2002 to below 1.5
million tonnes in March 2003, a further increase to US$560 per
ADMT took effect on April 1.

Prices for dissolving sulphite pulp, manufactured at the
Company's Port Alice pulp mill, remained generally stable in the
first quarter of 2003. Price levels for commodity grade pulp are
showing some improvement recently. The Company is continuing
Joint Committee discussions with representatives of the pulp
mill union and staff to develop a plan to make the mill
economically viable.

                       Concluding Remarks

In conclusion Rick Doman made the following remarks, "During the
first quarter of 2003 the Company demonstrated progress towards
a return to operating profitability. Despite poor lumber prices
reflecting the problems facing the industry generally, total
sales revenues increased over the equivalent period last year
and cost reductions, through enhanced efficiencies and
productivity, combined with improved pulp markets resulted in an
operating profit for the quarter. Once the restructuring of our
balance sheet has been completed and we can operate on a more
stable and sustainable basis, the Company should be able to
return to profitability. One of Doman's competitive strengths
has always been its work-force and I acknowledge the efforts of
my co-workers, at all levels, who have responded extremely well
to the challenges of the past year. I also thank all our
suppliers who have stood by us and say how much we value their
continued support.

"Much of our effort is now focused on restoring the Port Alice
pulp mill to profitability. Current discussions with the CEP
union, with the objective of improving operating efficiencies,
should have a favorable outcome. In addition, the Company has
again asked the Ministry of Forests to follow through on
commitments by government to allocate 500,000 cubic metres of
additional annual allowable cut that meets the requirements of
the Company."

Doman's Board considers both honoring the previous government
commitment regarding additional fibre for the Company and
reaching a satisfactory agreement with the CEP union to be
necessary pre-conditions to restoring the Port Alice pulp mill
to long-term profitability and providing job stability.


EASYLINK SERVICES: Further Slashes Outstanding Debt by $54 Mill.
----------------------------------------------------------------
EasyLink Services Corporation (NASDAQ: EASY), a leading global
provider of services that power the exchange of information
between enterprises, their trading communities and their
customers, has reduced its outstanding debt by an additional
$54.2 million in principal amount in exchange for cash in the
amount of $2.3 million and 22,134,855 shares of Class A common
stock.

In addition, the Company issued 1,923,076 shares of Class A
common stock to Federal Partners, L.P. in exchange for $1
million to partially fund the cash payments.

As a result of the additional debt reduction, EasyLink has
eliminated approximately $67 million in principal amount of
indebtedness since June 30, 2002, representing over 80% of its
outstanding indebtedness as of that date. After giving effect to
the additional $54.2 million of debt reduction, the Company has
$15.5 million principal amount of remaining indebtedness
outstanding as of today and approximately $2.6 million of
accrued interest on this indebtedness. Of the remaining
indebtedness, approximately $3.2 million is convertible into an
aggregate of 811,927 shares of Class A common stock. All other
remaining indebtedness is not convertible.

On the remaining indebtedness, the Company will be required to
pay approximately $3.0 million of cash principal payments and
$1.4 million in cash interest payments during the remainder of
2003 and $4.2 million in cash principal payments and $2.1
million in cash interest payments in 2004.

After giving effect to the debt reduction through today and the
$1 million financing, 41.7 million shares of Class A common
stock and 1.0 million shares of Class B common stock are
outstanding.

The indebtedness that remains outstanding after today includes
the promissory note in the principal amount of $10 million and
$2.6 million accrued interest thereon held by AT&T Corp. On
February 27, 2003, AT&T and PTEK Holdings, Inc., entered into a
Share Purchase Agreement regarding the sale of 1,423,980 shares
to PTEK for $825,908 and a Note Purchase Agreement regarding the
transfer of the $10 million promissory note for $3,174,092 and a
warrant to purchase shares of PTEK Stock. As previously
announced, on March 17, 2003, EasyLink commenced an action
against AT&T Corp., PTEK Holdings, Inc. and Xpedite Systems,
Inc. The suit seeks, among other things, to enjoin AT&T from
selling the promissory note held by AT&T to PTEK and to compel
AT&T to participate in EasyLink's current debt restructuring.

EasyLink Services Corporation (NASDAQ: EASY), headquartered in
Edison, New Jersey, is a leading global provider of services
that power the exchange of information between enterprises,
their trading communities, and their customers. EasyLink's
networks facilitate transactions that are integral to the
movement of money, materials, products, and people in the global
economy, such as insurance claims, trade and travel
confirmations, purchase orders, invoices, shipping notices and
funds transfers, among many others. EasyLink helps more than
20,000 companies, including over 400 of the Global 500, become
more competitive by providing the most secure, efficient,
reliable, and flexible means of conducting business
electronically. For more information, please visit
http://www.EasyLink.com  

                          *   *   *

As previously reported, EasyLink Services said it was seeking to
restructure substantially all of approximately $86.2 million of
outstanding indebtedness, including approximately $10.7 million
of capitalized future interest obligations. The Company is
currently in discussions with holders of its debt relating to
the proposed restructuring. To date, the holders of
approximately 70% of this debt have expressed interest in
completing a restructuring on the terms discussed.

Management seeks to restructure substantially all of the debt.
If all of the debt were successfully eliminated on the currently
proposed terms, the Company would pay approximately $2.0 million
in cash and issue up to 35 million shares of its Class A common
stock, including the shares issued to fund the cash payment. The
number of shares to be exchanged for each class of debt was
determined based on a deemed per share price of between $2.00
and $3.00.


EL PASO ELECTRIC: Annual Shareholders' Meeting Slated for Thurs.
----------------------------------------------------------------
El Paso Electric (NYSE: EE) will be holding its Annual
Shareholders' Meeting on May 8, 2003, at 10:00 a.m. (MT), at the
Stanton Tower Building, 100 N. Stanton, El Paso, Texas
79901.  The meeting will be webcast and available on EPE's Web
site and through CCBN Streetevents.

     Date              Thursday, May 8, 2003
     Time:             10:00 a.m. MT
     Webcast Address:  http://www.epelectric.com
                       http://www.streetevents.com

El Paso Electric is a regional electric utility providing
generation, transmission and distribution service to
approximately 316,000 retail customers in a 10,000 square mile
are of the Rio Grande valley in west Texas and southern New
Mexico, including wholesale customers in New Mexico, Texas and
Mexico.  EE has a net installed generating capacity of
approximately 1,500 MW.  EPE's common stock trades on the New
York Stock Exchange under the symbol EE.

As reported in Troubled Company Reporter's April 28, 2003
edition, Fitch Ratings withdrew the ratings of El Paso Electric
Company. At the time of withdrawal, the ratings were as listed
below, and the Rating Outlook was Stable.

         -- First mortgage bonds 'BBB-';

         -- Unsecured pollution control revenue bonds 'BB+'.


ENRON CORP: Wants Plan Filing Exclusivity Extended to June 30
-------------------------------------------------------------
Martin J. Bienenstock, Esq., at Weil, Gotshal & Manges LLP, in
New York, relates that since the last exclusive periods
extension hearing, dramatic changes have occurred in Enron's
cases and signification progress has been achieved.  In fact,
the Debtors have recently decided, in consultation with the
Creditors' Committee, that it is the best interest of the
estates and creditors for Enron to retain its core businesses
for the time being.  This is an important shift away from a plan
that contemplated distributing sale proceeds to Enron's
creditors toward a plan that takes into account the retention of
the core businesses.  The Debtors and its creditors are now
fashioning a plan that gives creditors:

  (a) ownership of core businesses well-positioned for the
      future;

  (b) proceeds of non-core assets; and

  (c) entitlements to litigation proceeds.

By this motion, the Debtors ask the Court to extend their
exclusive periods to:

  (a) file a plan of reorganization to June 30, 2003;
      and

  (b) solicit acceptances of the plan to November 29, 2003.

Mr. Bienenstock contends that the extension requested should be
granted because:

A. The Debtors' cases are large and complex:

   -- There are 23,000 proofs of claims filed against the
      Debtors' estate totaling more than $230,000,000 that they
      must deal with;

   -- There are now 90 consolidated Debtors that require
      extensive coordination and planning;

   -- There are about 800 domestic and 1,100 foreign non-debtor
      entities that are inter-related to the Debtors and require
      the resolution of Intercompany claims and guarantee
      issues;

   -- The Debtors expect to file 80 to 100 more entities in
      Chapter 11 in the next few months; and

   -- Other smaller cases have received exclusivity extensions.

B. There is progress towards rehabilitation and development of a
   consensual plan.

   Mr. Bienenstock reports that the Debtors have achieved the
   effective stabilization and rehabilitation of their
   operations with the:

   -- termination of employees who engaged in wrongdoing; and

   -- consensual arrangement with numerous parties-in-interest
      for the appointment of the Examiners instead of having a
      costly Chapter 11 trustee.

   Moreover, the Debtors are not in a liquidation case.  Rather,
   the Debtors are engaged in a process to market the core
   assets to determine whether to sell or retain them and get
   its maximum value for the creditors' benefit.  That process
   leads to the decision to retain the core assets and a plan is
   being developed accordingly.

   In addition, the Debtors continue to extract value from the
   wind down of the Trading Book.  Because there are a vast
   number of forward contracts, swap agreements, master netting
   agreements and other various complex agreements constituting
   the ENA trading book, 700 employees are committed in their
   wind down.  This commitment represents a substantial portion
   of the Debtors' time and resources in these Chapter 11 cases
   that has been devoted to ENA in particular and the
   maximization of the trading book.

   The Debtors are also liquidating non-core assets.  The
   liquidation continues to bring proceeds into its estate --
   proceeds which will be part of a distribution pursuant to any
   Chapter 11 plan.  To date, the sale of non-core assets alone
   has generated over $1,700,000,000 to the Debtors' estates.

   The Debtors are parties to 61 adversary proceedings and 16
   other actions on appeal.  These pending actions involve
   complex issues surrounding the Debtors' wholesale and retail
   trading businesses, special purpose entities, potentially
   significant avoidance actions and other issues requiring the
   Debtors to commit extensive time and resources to present the
   best possible cases that would increase potential recoveries
   to creditors.

   Currently, the Debtors are analyzing potential actions
   against certain major financial institutions arising from
   their relationships with them.

C. The Debtors are not seeking to extend exclusivity to pressure
   creditors into accepting a plan they find unacceptable.

   On the contrary, the Debtors are actively engaging major
   creditors in presentations and negotiations toward a
   consensual Chapter 11 plan model, among which:

   -- the Debtors are actively presenting plan model scenarios
      and negotiating with creditors; and

   -- the Debtors are cooperating with the Creditors' Committee
      and the Examiners.

   Accordingly, the Debtors should be permitted to continue
   their progress with parties-in-interest toward a consensual
   plan without needless and protracted distraction.

D. The Debtors are making required postpetition payments and
   effectively managing their business.

The Court will convene a hearing on May 13, 2003 at 3:00 p.m. to
consider the Debtors' request.  Accordingly, Judge Gonzalez
extends the periods within which the Debtors have the exclusive
right to file a plan of reorganization and to solicit
acceptances of any plan pursuant to Sections 1121(b) and 1121(c)
of the Bankruptcy Code until the conclusion of that hearing.
(Enron Bankruptcy News, Issue No. 64; 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.


EVELETH MINES: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Eveleth Mines LLC
        dba EVTAC Mining
        1200 West Highway 16
        Forbes Minnesota 55738
        
        PO Box 180
        Eveleth, Minnesota 55734
        
Bankruptcy Case No.: 03-50569

Type of Business: Iron ore mining -- go to http://www.evtac.com
                  and click on the rocks

Chapter 11 Petition Date: May 1, 2003

Court: District of Minnesota (Duluth)

Judge: Gregory F. Kishel  

Debtor's Counsel: Michael L. Meyer, Esq.
                  Ravich Meyer Kirkman Mcgrath & Nauman PA
                  80 South 8th Street
                  Suite 4545
                  Minneapolis, MN 55402
                  Tel: 612-332-8511

Total Assets: $98,252,208 (as of March 2003)

Total Debts: $97,199,926 (as of March 2003)

Debtor's 20 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Iron Range Resource & Rehab Taconite Tax            $8,646,000
Box 441
1006 Highway 53 South
Eveleth MN 55734-0441
Brian Hiti
Tel: 218-744-7400

Oglebay Norton Co           Goods And Services      $2,239,000
1001 Lakeside Avenue -
15th Floor
Cleveland OH 44114-2598
Rocheele Friedman Walk   
Tel: 216-861-8734

U S Steel Group             Goods And Services        $375,000
Dennis Hendricks
Northland Lands & Minerals
PO Box 417
Mt Iron MN 55768

Minnesota Power             Utilities                 $200,000

CIBA Specialty Chemicals    Goods And Services        $137,270

Dmir Railroad               Goods And Services         $87,480

Altasteel                   Goods And Services         $83,001

AIS Construction            Goods And Services         $59,329

North Star Steel            Goods And Services         $58,935

C Reiss Coal Company        Goods And Services         $50,000

Metso Minerals              Goods And Services         $47,568

Frog Switch & Mfg Company   Goods And Services         $46,470

Ondeo Nalco Company         Goods And Services         $27,650

ILS Resources               Goods And Services         $20,000
(Iowa Limestone)

Bannor Restoration          Goods And Services         $19,280

Lerch Bros Inc.             Goods And Services         $13,531

Langer Equipment            Goods And Services         $13,289

Watson Wyatt & Company      Goods And Services         $13,053

Minnesota Bearing           Goods And Services         $12,000

C I N A Performance         Goods And Services         $11,717
Lubricants


FAIRFAX FINANCIAL: Arranges $200MM of Additional TIG Reinsurance
----------------------------------------------------------------
Fairfax Financial Holdings Limited (NYSE, TSX: FFH) announces
that reinsurers led by Chubb Re (Bermuda) Ltd., on behalf of
Federal Insurance Company, have agreed to provide up to US$200
million of the US$300 million adverse development cover relating
to TIG Insurance Company's reserves which is currently being
provided by Fairfax's ORC Re subsidiary. Benfield acted as an
adviser and intermediary in placing this reinsurance. Completion
of this cover is subject to final contract terms and various
conditions being met including final approval by insurance
regulatory authorities.

The additional net cost of this protection will be approximately
US$19 million for US$100 million of the cover (the full cost
will be US$119 million for an initial US$200 million cover,
which also includes US$100 million of cover for TIG's reserve
strengthening at the time of its restructuring in 2002). Fairfax
has the option until March 31, 2004 to determine if it wishes to
purchase the additional US$100 million in coverage, subject to
various terms of the agreement. The cost for the optional
additional US$100 million in coverage is approximately US$61
million.

The California Department of Insurance has indicated to Fairfax
that upon completion of this cover (which is subject to the
Department's final approval), it will permit US$200 million of
securities to be released from the trust established for TIG's
benefit which holds the securities distributed by TIG upon its
restructuring in December 2002. US$53.5 million of these
distributed securities will be contributed to TIG to fund a
portion of the cost of this cover. Fairfax will be responsible
for the net US$26.5 million remainder of this cost.

Fairfax Financial Holdings Limited is a financial services
holding company which, through its subsidiaries, is engaged in
property, casualty and life insurance and reinsurance,
investment management and insurance claims management.

As reported in Troubled Company Reporter's April 1, 2003
edition, Fitch Ratings downgraded the ratings of Fairfax
Financial Holdings Ltd. and most of its insurance company
subsidiaries and affiliates and removed the ratings from Rating
Watch Negative. Included was a downgrade of Fairfax's senior
debt and long-term issuer ratings to 'B+' from 'BB'. The Rating
Outlook is Negative.

These actions reflect Fitch's view that Fairfax has become
increasingly challenged over the past few years in its ability
to meet its considerable holding company debt obligations, and
that the margin of safety, at least in the near-to-intermediate
term, is inconsistent with the prior ratings level.


FAIRFAX FINANCIAL: Improvement in Results Continued in Q1 2003
--------------------------------------------------------------
Fairfax Financial Holdings Limited's net earnings in the first
quarter of 2003 increased to $154.6 million, as its insurance
and reinsurance operations showed continued improvement,
achieving a combined ratio of 98.1%.

Following is a summary of the first quarter financial results:

                                THREE MONTHS ENDED MARCH 31
                            ($millions except per share amounts)

                                    2003            2002
                                    ----            ----
Total revenue                      2,032.0         1,742.2
Earnings before income taxes and
non-controlling interests           257.4            29.0
Net earnings                         154.6            11.3
Net earnings per share               $10.60           $0.46

Combined ratios in the first quarter were as follows:

                                       2003            2002
                                       ----            ----
Insurance - Canada                     95.3%           99.4%
          - U.S.                       98.2%          101.8%
Reinsurance                            99.0%           98.8%

Consolidated                           98.1%          100.1%

During the 2003 first quarter, net premiums written increased by
18.6% over the previous year (excluding TIG's discontinued MGA-
controlled program business) to $1,609.5 million, and realized
gains on investments totaled $228.2 million. At March 31, 2003,
the pre-tax unrealized gain on portfolio investments was $165.1
million compared to $207.9 million at December 31, 2002.

There were 14.1 million weighted average shares outstanding in
the first quarter of 2003 compared to 14.3 million in 2002.

Fairfax's detailed first quarter report can be accessed at its
Web site at http://www.fairfax.ca  

Fairfax Financial Holdings Limited is a financial services
holding company which, through its subsidiaries, is engaged in
property, casualty and life insurance and reinsurance,
investment management and insurance claims management.

As reported in Troubled Company Reporter's April 1, 2003
edition, Fitch Ratings downgraded the ratings of Fairfax
Financial Holdings Ltd. and most of its insurance company
subsidiaries and affiliates and removed the ratings from Rating
Watch Negative. Included was a downgrade of Fairfax's senior
debt and long-term issuer ratings to 'B+' from 'BB'. The Rating
Outlook is Negative.

These actions reflect Fitch's view that Fairfax has become
increasingly challenged over the past few years in its ability
to meet its considerable holding company debt obligations, and
that the margin of safety, at least in the near-to-intermediate
term, is inconsistent with the prior ratings level.


FLEMING COS.: Selling 31 Minnesota Rainbow Stores to Roundy's
-------------------------------------------------------------
Fleming Companies, Inc., announced plans for the sale of 31
Minnesota-based Rainbow Foods stores to Roundy's, Inc.

The parties have executed an asset purchase agreement and have
filed it, along with a motion related to the proposed sale, with
the U.S. Bankruptcy Court. The company is seeking to establish
bidding procedures at its May 19, 2003 hearing before the
Bankruptcy Court and to obtain a sale hearing on June 4, 2003.
If the Bankruptcy Court approves the sale to Roundy's, the
transaction is expected to close in June 2003. According to the
terms of the purchase agreement, the company anticipates net
cash proceeds comprised of $42.5 million for non-inventory
assets, and approximately $40 million for inventory. Roundy's is
also expected to assume approximately $35 million of long-term
capital leases. The purchase price is subject to adjustments if
closing delays occur. In addition, Roundy's has agreed to hire
substantially all of the current store associates. The purchase
agreement is subject to Roundy's obtaining approval of the
transaction from its lenders, approval by the U.S. Bankruptcy
Court, Hart-Scott-Rodino approval, and closing conditions.

Fleming Companies, Inc. and its operating subsidiaries filed
voluntary petitions for reorganization under Chapter 11 of the
U.S. Bankruptcy Code on April 1, 2003. The filings were made in
the U.S. Bankruptcy Court in Wilmington, Delaware. The case has
been assigned to the Honorable Judge Mary F. Walrath under case
number 03-10945 (MFW) (Jointly Administered). Fleming's court
filings are available via the court's website, at
www.deb.uscourts.gov .

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


FLEMING COMPANIES: Signs-Up FTI Consulting for Financial Advice
---------------------------------------------------------------
Fleming Companies, Inc., and its debtor-affiliates want to
employ FTI Consulting Inc., to perform financial advisory
services in these Chapter 11 cases, effective as of the Petition
Date.

Christopher J. Lhulier, Esq., at Pachulski, Stang, Ziehl, Young,
Jones & Weintraub PC, in Wilmington, Delaware, tells the Court
that the Debtors are familiar with FTI's professional standing
and reputation.  The Debtors understand that FTI has a wealth of
experience in providing financial advisory services in
restructurings and reorganizations and enjoys an excellent
reputation for services it has rendered in large and complex
Chapter 11 cases on behalf of debtors and creditors throughout
the United States.

Mr. Lhulier reports that on March 25, 2003, FTI was engaged to
provide certain financial advisory support services to the
Debtors.  Since this time, FTI has developed institutional
knowledge regarding the Debtors' operations, finance and
systems. This experience and knowledge will be valuable to the
Debtors in its efforts to reorganize.  Accordingly, the Debtors
wish to retain FTI to provide assistance during this case.

The services of FTI are deemed necessary to enable the Debtors
to efficiently handle numerous administrative tasks and
ultimately maximize the value of their estates and to reorganize
successfully.  Further, FTI is well qualified and able to
represent the Debtors in a cost-effective, efficient and timely
manner.

FTI will provide consulting and advisory services as FTI and the
Debtors deem appropriate and feasible in order to advise the
Debtors in the course of these Chapter 11 cases, including these
services:

  A. Assistance to the Debtors in the preparation of financial
     related disclosures required by the Court, including the
     Schedules of Assets and Liabilities, the Statement of
     Financial Affairs and Monthly Operating Reports;

  B. Assistance with the identification and implementation of
     short-term cash management procedures;

  C. Assistance in the management and processing of reclamation
     and PACA claims;

  D. Assistance with the identification of executory contracts
     and leases acid performance of cost-benefit evaluations
     with respect to the affirmation or rejection of each;

  E. Assistance in the preparation of financial information for
     distribution to creditors and others, including, but not
     limited to, cash flow projections and budgets, cash
     receipts and disbursement analysis, analysis of various
     asset and liability accounts, and analysis of proposed
     transactions for which Court approval is sought;

  F. Attendance at meetings and assistance in discussions with
     potential investors, banks and other secured lenders, the
     Creditors' Committee appointed in this Chapter 11 case, the
     U.S. Trustee, other patties in interest and professionals
     hired by the same, as requested;

  G. Analysis of creditor claims by type, entity and individual
     claim, including assistance with development of a database
     to track the claims;

  H. Assistance in the preparation of information and analysis
     necessary for the confirmation of a Plan of Reorganization
     in this Chapter 11 case;

  I. Assistance in the evaluation and analysis of avoidance
     actions, including fraudulent conveyances and preferential
     transfers;

  J. Assistance in support of an SEC investigation and two class
     action lawsuits alleging securities violations.
     Specifically, - Imaging, analyzing, searching and
     extracting files from personal computers; - Locating,
     processing, searching and extracting data; - Surveying,
     collecting and preserving selected historical transaction
     data; - Advising the company and counsel on electronic data
     preservation issues and best practices; and

  K. Render other general business consulting or other
     assistance as Debtors' management or counsel may deem
     necessary that are consistent with the role of a financial
     advisor and not duplicative of services provided by other
     professionals in these proceedings.

Jeffery J. Stegenga at FTI assures the Court that the Firm has
no connection with the Debtors, its creditors or other parties-
in-interest in this case; does not hold any interest adverse to
the Debtors' estates; and believes it is a "disinterested
person" as defined within Section 101(14) of the Bankruptcy
Code.  However, he admits that the Firm currently provides
services to or in the past has provided services to these
parties: Bank America, Bank One, Bankers Trust, Barclays
Venture, Bear Stearns & Co., Inc., Black Diamond, Chase
Manhattan Bank NA, CIT BUS CR, Citibank NA, Comerica Bank,
Conseco, Deutsche Bank Alex Brown, First Union Capital Market,
Fleet Bank, GE Capital, Goldman Sachs & Company, JP Morgan, JP
Morgan Chase & Co., Lehman Brothers, Mellon Bank NA, Morgan
Stanley & Co., Prudential, Wachovia Bank, Wachovia Bank NA.

FTI will conduct an ongoing review of its files to ensure that
no conflicts or other disqualifying circumstances exist or
arise. If any new facts or circumstances are discovered, FTI
will supplement its disclosure to the Court.

Mr. Stegenga informs the Court that FTI is not owed any amounts
with respect to its prepetition fees and expenses.  The
customary hourly rates, subject to periodic adjustments, charged
by FTI personnel anticipated to be assigned to this case are:

             Personnel                        Rates
             ---------                        ------
       Senior Managing Director             $500-595
       Directors / Managing Directors       $325-490
       Associates / Senior Associates       $150-325
       Administration / Paraprofessionals   $ 75-140

The Debtors and FTI have agreed, subject to the Court's approval
of this application, that:

  A. any controversy or claim with respect to, in connection
     with, arising out of, or in any way related to this
     Application or the services provided by FTI to the Debtors
     as outlined in this Application, including any matter
     involving a successor in interest or agent of any of the
     Debtors or of FTI, will be brought in the Bankruptcy Court
     or the District Court for the District of [State] if the
     District Court withdraws the reference;

  B. FTI and the Debtors and any and all successors and assigns
     thereof, consent to the jurisdiction and venue of the court
     as the sole and exclusive forum for the resolution of the
     claims, causes of actions or lawsuits;

  C. FTI and the Debtors, and any and all successors and assigns
     thereof, waive trial by jury, the waiver being informed and
     freely made;

  D. if the Bankruptcy Court, or the District Court if the
     reference is withdrawn, does not have or retain
     jurisdiction over the foregoing claims and controversies,
     FTI and the Debtors, and any and all successors and assigns
     thereof, will submit first to non-binding mediation; and,
     if mediation is not successful, then to binding
     arbitration; and

  E. judgment on any arbitration award may be entered in any
     court having proper jurisdiction. By this Application, the
     Debtors seek approval of this agreement by the Court.
     (Fleming Bankruptcy News, Issue No. 3; Bankruptcy
     Creditors' Service, Inc., 609/392-0900)


FLEXTRONICS: Planned $400M Sr. Sub. Notes Get S&P's BB- Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' rating to
Flextronics International Ltd.'s proposed $400 million senior
subordinated notes issue due 2013. At the same time, Standard &
Poor's affirmed its 'BB+' corporate credit rating and its other
ratings on Flextronics. The proceeds from the notes issue are
expected to refinance the company's existing $150 million senior
subordinated notes due 2007 and add to cash balances. The
outlook remains stable.

San Jose, California- and Singapore-based Flextronics is a
leading provider of electronic manufacturing services, primarily
to the communications and computing industries. Pro forma for
the notes issue, total debt is about $1.6 billion.

End-market demand in communications and computing end-markets
are expected to remain weak over the near term. Still, the
company is the largest provider in the electronic manufacturing
services industry and has maintained sales levels, while sales
of its competitors have dropped significantly.

"We believe it will be an ongoing challenge for Flextronics to
maintain operating performance while executing management's
growth strategy in the midst of a severe downturn in end-market
demand," said Standard & Poor's credit analyst Emile Courtney,
adding that, "Flextronics has added a number of new customers
and remains acquisitive."

The new issue is expected to increase cash balances to about
$675 million. Cash balances combined with full availability
under the company's $880 million revolving line of credit
provide adequate financial flexibility.


GAP INC: Fitch Affirms BB- Senior Unsecured Note Rating
-------------------------------------------------------
The Gap, Inc.'s 'BB-' rated senior unsecured debt is affirmed by
Fitch Ratings. Approximately $2.9 billion in debt is affected by
this action. The Rating Outlook remains Negative, reflecting
uncertainty as to the sustainability of Gap's recent comparable
store sales growth.

The rating reflects the long-term weakness in Gap's sales which
has put pressure on the company's operating and financial
profile. In addition, the competitive operating and weak
economic environment may delay the company's ability to improve
its performance. However, the rating also factors in Gap's brand
position, solid free cash flow due to curtailment in capital
expenditures and strong liquidity.

From May 2000 through September 2002, Gap reported negative
comparable store sales every month as a result of a troubled
merchandising strategy. Some senior management changes, coupled
with a significant slowdown in store expansion plans (which
allowed the company to focus on its existing store base) and
return to a more traditional, basic merchandise selection has
led to an improvement in the company's sales trends more
recently. Each of Gap's three concepts, Gap, Banana Republic and
Old Navy, have reported positive comparable store sales for the
last six months. Though these results benefit from poor past
performance, they indicate that Gap has begun to turnaround its
sales trends. However, Gap's ability to generate positive
comparable store sales for a longer period of time, particularly
when comparisons become more difficult or if the economy should
further weaken, remains a concern.

At the same time, Gap significantly curtailed its capital
spending and square footage growth. Square footage growth slowed
to 3% in 2002, following annual increases ranging from 16%-31%
over the prior five years. This led to a reduction in capital
expenditures to about $300 million in 2002 from an average of
$1.06 billion in the previous five-year period. As a result,
cash flow increased dramatically in 2002, with cash flow from
operating activities (before effect of exchange rate
fluctuations on cash) less net capital expenditures growing to
$947 million from about $367 million in fiscal 2001. In 2003,
Gap is forecasting a decline in square footage of about 2% and
modest capital spending of about $350-400 million, which should
further enhance the company's free cash flow.

Strong cash flow generation, combined with proceeds from several
debt offerings, significantly bolstered the company's cash
balances and enhanced its liquidity. As of Feb. 1, 2003 Gap's
cash balances totaled $3.338 billion, nearly equal to its total
debt burden of $3.395 billion. On May 1, 2003 the company repaid
$500 million of notes with cash on hand. Gap's $1.4 billion
revolving credit facility remains undrawn.

The weak merchandising and soft sales trends led to accelerated
markdowns which have impaired Gap's operating profitability and
financial profile. Though EBITDAR margin of 19.2% in 2002
rebounded somewhat from the 15% reported in 2001, profitability
still remains well below levels generated from 1997-2000, when
margins ranged from 21%-25%. In addition, in an effort to
preserve liquidity, the company significantly increased its debt
burden in 2002, as total debt increased to $3.4 billion from $2
billion in 2001. Leverage (total debt plus eight times
rents/EBITDAR) of 4.0 times and EBITDAR coverage of 2.2x in 2002
remain consistent with the assigned ratings. However, leverage
will improve following Gap's repayment of its $500 million
5.626% senior notes. To the extent Gap continues to successfully
execute its merchandising strategy and cash flow generation
remains strong, Fitch expects Gap's credit profile to improve in
2003 and will consider revising the Rating Outlook later in the
year.

Gap, based in San Francisco, operates over 4,200 retail stores
under its Gap, Old Navy and Banana Republic divisions. Of that
total, about 2,300 were domestic Gap stores, 440 Banana
Republic, 840 Old Navy and 660 international Gap stores located
in Canada, Japan, the U.K., France and Germany.

This rating was initiated by Fitch as a service to users of its
ratings and is based primarily on public information.

DebtTraders reports that Gap Inc.'s 5.625% bonds due 2003
(GPS03USR1) are trading slightly below par at 99. Go to
http://www.debttraders.com/price.cfm?dt_sec_ticker=GPS03USR1for  
real-time bond pricing.


GARDENBURGER INC: Balance Sheet Insolvency Widens to $51 Million
----------------------------------------------------------------
Gardenburger, Inc. (OTC Bulletin Board: GBUR) reported financial
results for the Company's second quarter of fiscal 2003. Net
revenues were $12.4 million for the quarter ended March 31,
2003, compared to $11.6 million for the quarter ended March 31,
2002. The second quarter net loss available for common
shareholders was $2.5 million. The net loss available for common
shareholders for the second quarter of fiscal 2002 was $2.8
million and included expenses of $730,000 for debt
restructuring.

"We are pleased with our sales results for the second quarter of
fiscal 2003," said Scott Wallace, Chairman of the Board,
President and Chief Executive Officer of Gardenburger, Inc.
"Sales for the quarter were a 7% improvement over the second
quarter of fiscal 2002. New product sales for our new Herb
Crusted Cutlet and Crispy Nugget products are going well and
this quarter we launched two additional products, Barbecued
Chicken and Meatless Meatloaf, which are just now reaching the
grocery shelves."

                    Second Quarter Results

For the second quarter of fiscal 2003, Gardenburger posted a
gross margin of 35 percent, compared to 40 percent during the
comparative quarter last year. The reduced gross margin is
attributable to new product startup costs, increased trade
promotion discounts and new product placement costs.

Selling and marketing expense for the second quarter of fiscal
2003 was $3.4 million, compared to $3.3 million for the second
quarter of fiscal 2002. The higher expense level is due to
increased variable selling costs and inventory storage costs.
General and administrative costs for the quarter were $1.0
million and at a comparable level to the second quarter of
fiscal 2002.

In the second quarter of fiscal 2002 other non-operating expense
included one-time expenses of $730,000 associated with the
refinancing of the Company's debt and the addition of an $8.0
million term loan related to the purchase of manufacturing
equipment in January 2002.

Gardenburger, Inc.'s March 31, 2003 balance sheet shows a total
shareholders' equity deficit of about $51 million.

Founded in 1985 by GardenChef Paul Wenner(TM), Gardenburger,
Inc. is an innovator in meatless, low-fat food products. The
Company distributes its flagship Gardenburger(R) veggie patty to
more than 30,000 food service outlets throughout the United
States and Canada. Retail customers include more than 24,000
grocery, natural food and club stores. Based in Portland,
Oregon, the Company currently employs approximately 180 people.


GENUITY: Formulating Plan for Liquidation of Remaining Assets
-------------------------------------------------------------
Genuity Inc. is issuing this statement due to the relatively
high volume of trading in its common stock that had occurred on
certain trading days during the past four months.

Genuity filed a petition for relief under Chapter 11 of Title 11
of the United States Code in the United States Bankruptcy Court
for the Southern District of New York on November 27, 2002. In
conjunction with that filing, Genuity and certain of its
subsidiaries signed an agreement to sell substantially all of
their assets to Level 3 Communications. The Bankruptcy Court
approved this sale on January 24, 2003 and the sale was
completed on February 4, 2003.

Genuity is currently in the process of formulating a plan
providing for the liquidation of its remaining assets and
distribution of the proceeds to creditors. Due to uncertainties
regarding the potential claims against Genuity and the amount of
available proceeds, it is not possible to predict when the
liquidation will be completed or how much will be available for
distribution to creditors.

However, as previously disclosed, Genuity believes that its
stockholders will not receive any proceeds from the liquidation.
Consequently, Genuity believes that its common stock will have
no value in connection with the liquidation.

For more information on Genuity Inc., please visit
http://www.genuityestate.com


GENZYME CORP: S&P Revises Outlook over Strong Fin'l Performance
---------------------------------------------------------------  
Standard & Poor's Ratings Services revised its outlook on
Genzyme Corp., to positive from stable. At the same time,
Standard & Poor's affirmed its 'BBB-' corporate credit rating
and its 'BB+' subordinated debt rating on the company.

"The rating actions reflect investment-grade rated Genzyme's
continued strong financial performance, moderate financial
policies, and the promise of increased diversification in its
product portfolio, factors offset somewhat by the company's
still-heavy reliance on its flagship product Cerezyme," said
Standard & Poor's credit analyst Arthur Wong.

Cambridge, Massachusetts-based biopharmaceutical company Genzyme
competes in drug development and in diagnostic and genetic
testing. The company is building a solid record of drug-
development success and targets niche categories underserved by
the pharmaceutical industry. Its drug portfolio currently
accounts for more than 71% of revenues. Cerezyme, a treatment
for Gaucher's disease, leads the portfolio. The drug generated
2002 sales of $619 million, representing more than one-half of
the company's total sales.

Though Cerezyme's market is considered mature and future sales
growth will be minimal, Genzyme has several new products that
will provide growth in the intermediate term. The drug Renagel
treats hyperphosphatemia (an excess of phosphorus in the blood)
in patients suffering from end-stage renal disease. Renagel
generated more than $150 million in sales in 2002, and it is
selling at a rate in excess of $200 million for 2003.

In addition, two other Genzyme drugs have recently been approved
by the FDA. Fabrazyme is a treatment for Fabry's disease. It is
already on the market in Europe. Aldurazyme is a treatment for
MPS I, which can cause organ dysfunction. Both drugs have
received U.S. orphan drug status, which provides the company
with seven years of market exclusivity.

Nevertheless, in the intermediate term Genzyme will remain
highly reliant on Cerezyme. The product has lost its orphan-drug
status, so while its method-of-manufacturing patents is in
effect until 2010, a competitor can now potentially enter this
lucrative and unprotected market.


GEOKINETICS INC: Completes Series of Restructuring Transactions
---------------------------------------------------------------
Geokinetics Inc. (OTC Bulletin Board: GEOK) announced the
completion of a series of debt restructuring, recapitalization
and private placement transactions. Pursuant to the
restructuring Geokinetics (i) effected a reverse stock split of
its common stock at a ratio of 1-for-100, (ii) eliminated
approximately $80 million in long term debt obligations through
cash settlements or debt conversions into common stock, (iii)
reduced and restructured its obligations to its principal
equipment supplier and (iv) completed a $3,500,000 private
placement from a group of private investors. As a result of the
restructuring, the company added approximately $1.4 million to
its working capital. The company's common stock will continue to
trade on the Nasdaq OTC Bulletin Board under the new symbol
"GOKN" beginning May 5, 2003.

William R. Ziegler, Chairman of Geokinetics' Board of Directors,
commented, "We appreciate the support of our customers and
creditors who worked with us during this financially challenging
period. Now that the restructuring is complete, we look forward
to aggressively pursuing new business opportunities in both our
acquisition and processing segments. We believe the
restructuring puts Geokinetics on solid financial ground as
compared with our competitors."

Geokinetics Inc., based in Houston, Texas, is a provider of 3D
seismic acquisition and high-end seismic data processing
services to the oil and gas industry.


GLOBAL CROSSING: Urges Court to Approve Worldcom Settlement Pact
----------------------------------------------------------------
Global Crossing Ltd., and its debtor-affiliates seek Court
approval of their settlement agreement with WorldCom, Inc. and
certain of its affiliates.  The GX Debtors also seek to assume
certain executory contracts with the WorldCom Entities and to
pay the WorldCom Entities the cure amount set forth in the
Settlement Agreement.

Robert N.H. Christmas, Esq., at Nixon Peabody, in New York,
informs the Court that from time to time over the course of
their relationship, the GX Debtors and WorldCom, Inc. have
entered into various agreements relating to the purchase and
sale of telecommunications services, and provision of
telecommunications services under the terms of applicable
tariffs.  The GX Debtors' ongoing relationship with the WorldCom
Entities, most of which are now in Chapter 11 proceedings
themselves, is significant to the continuity of their provision
of services to its customers.

As of the Petition Date, Mr. Christmas relates that the Debtors
had a number of executory contracts with the WorldCom Entities,
under which they continued to utilize the WorldCom Entities'
services as part of their postpetition operations.  The Debtors
and the WorldCom Entities have had certain disputes concerning
the amounts that are due between the parties, and concerning
whether the WorldCom Entities are adequately assured under the
procedures established by this Court regarding relief under
Section 366 of the Bankruptcy Code.  WorldCom asserted
prepetition claims of over $26,500,000, which included
substantial carrier access services provided pursuant to tariff.

In the Plan process, Mr. Christmas states that the Debtors
listed a cure amount for assumption of the Parties' Digital
Service Agreement and the Telecommunications Service Agreement,
in an amount equal to 30% of the aggregate prepetition claims
outstanding, after adjustment for billing disputes, but noted
that the proposed settlement amount was subject to further
settlement negotiations.  As was the case with other access
providers, the Debtors' objective was to enter into a settlement
agreement with WorldCom that was global in scope, settling all
disputes and all claims, and that established a cure payment
that would be made in conjunction with the assumption of
executory contracts necessary to the continued provision of
services to their customers.  The Court approved the Plan and
the proposed WorldCom cure amounts on December 26, 2002, subject
to a full reservation of rights by WorldCom, with the
understanding that in the event further settlement negotiations
were fruitful, a subsequent motion would be filed by the Debtors
to approve the settlement terms, including terms and conditions
of payment of a negotiated cure amount.

According to Mr. Christmas, the Debtors continued negotiations
with WorldCom in an effort to obviate the need to litigate
disputes as part of the plan confirmation.  Ultimately, the
Debtors were able to reach a settlement of all open issues
related to the assumption of certain executory contracts, the
payment of a negotiated cure amount, and the definitive
resolution of prepetition claims with the WorldCom Entities, by
a written agreement dated March 28, 2003.  Moreover, in tandem
with the Settlement Agreement, the Debtors entered into a
Memorandum of Understanding with the WorldCom Entities, also
dated March 28, 2003 that definitely resolved certain
postpetition service charges disputes.  Taken together, these
agreements resolve all outstanding issues with the WorldCom
Entities, thereby completing the resolution of all access
provider disputes prior to the Plan effective date.

In the Settlement Agreement, Debtors resolved unsecured,
prepetition claims asserted by the WorldCom Entities amounting
to $26,500,000, for $9,100,000, which is the cure amount agreed
to between the Debtors and the WorldCom Entities, and also
constitutes the agreed amount that will be paid on account of
all of the prepetition claims asserted by the WorldCom Entities.  
The payment of the cure amount will be made through:

  a. $2,275,000 initial payment within five business days of
     the effective date of Debtors' plan of reorganization; and

  b. the balance of the cure payments paid in 12 equal and
     consecutive monthly installments with the first installment
     payment due on the first day of the month immediately
     following the month in which the effective date of the plan
     occurs.

The settlement also provides that for a period of 12 months from
the effective date of the Plan, the Debtors will pay WorldCom
within 14 days of the receipt of invoice for services rendered.
The settlement includes mutual release of all prepetition claims
between the parties.

By assuming the obligations under the WorldCom Contracts in the
context of the Settlement Agreement and by entering in the MOU,
the Debtors:

   (i) resolve significant disputes regarding the amount of
       administrative and cure claims; and

  (ii) maintain a positive and beneficial relationship with the
       WorldCom Entities, which ensures continuity of service to
       their customers on a going forward basis.

Mr. Christmas believes that the Settlement Agreement is fair and
equitable and falls well within the range of reasonableness as
it avoids potential litigation between the Debtors and one of
their key access providers concerning the cure amount required
under Section 365 of the Bankruptcy Code prior to the assumption
of the Service Agreements.  This litigation would be extremely
complex and involve, inter alia, a determination of what
constitutes a contract in the telecommunications world, whether
telecommunications agreements, to the extent there are any, may
be severed, and the effect of numerous rulings by the Federal
Communications Commission and state regulatory agencies.  Given
the stakes for all parties, this litigation could drag on for an
indefinite period of time.  These undertakings would be drain on
the Debtors' monetary resources and could jeopardize the closing
of the Purchase Agreement.

Mr. Christmas insists that the Settlement Agreement greatly
benefits the Debtors' estates as it avoids any disruption of
service by ensuring the continued provision of services by the
WorldCom Entities.  The Settlement Agreement also fixes cure
costs for access services in amounts significantly less than
those asserted by the WorldCom Entities.  Notably, if the entire
amount of the prepetition claim asserted by WorldCom was payable
as cure costs under Section 365 of the Bankruptcy Code, the
Settlement Agreement results in potential cure cost savings
achieved by the Debtors amounting to $17,000,000.

Under the Settlement Agreement, the Debtors and WorldCom
Entities also agree to release any and all prepetition claims
against each other.  This release dispels the threat of
potential litigation and allows the parties to resume a normal
business relationship. (Global Crossing Bankruptcy News, Issue
No. 39; Bankruptcy Creditors' Service, Inc., 609/392-0900)


HAWAIIAN AIRLINES: Disappointed with Committee's Recent Action
--------------------------------------------------------------
The following statement is being issued by Hawaiian Airlines:

"We are disappointed that the Creditors' Committee has reached
[the] conclusion [that a chapter 11 trustee should displace the
company's management], but anticipate engaging in further
discussions with the Committee during the coming week [sic]. Our
goal will be to address the Committee's concerns regarding
corporate governance issues and resolve them in the best
interests of the company and all of its constituents.

"We continue to believe that management's strategic plan is
sound. With the exception of the renegotiation of its aircraft
leases, the company had been successful in achieving many of the
goals that it set prior to its Chapter 11 filing. Since the
Chapter 11 filing, the company's management team has made
substantial progress with its aircraft lessors. Accordingly, we
believe that the greatest potential for success lies in allowing
these efforts to continue. Appointing a trustee would only serve
to disrupt this process, to the detriment of all parties in
interest."


HUGHES ELECTRONICS: News Corporation Acquiring 34% Equity Stake
---------------------------------------------------------------
News Corporation is acquiring a 34% stake in Hughes Electronics
for $6.6 billion in cash and stock. Hughes is the parent company
of DIRECTV, which has more than 11 million subscribers in the
U.S., Hughes Network Systems, a provider of broadband satellite
network services; and has an 81% equity holding in satellite
operator PanAmSat. At closing, News Corp.'s interest in Hughes
will be transferred to Fox Entertainment Group, Inc., an 80.6%-
owned News Corp. subsidiary. Following the acquisition, Hughes
will have an 11-member board, consisting of four News Corp.
directors (Rupert Murdoch, Chase Carey, Peter Chernin and Dave
DeVoe), one Hughes executive (Eddy Hartenstein), and six
independent directors. Rupert Murdoch will become Chairman of
Hughes, Chase Carey will be President and CEO, and Eddy
Hartenstein will become Vice Chairman of Hughes.  

Hughes Electronics Corporation is a unit of General Motors
Corporation.

As reported in Troubled Company Reporter's April 11, 2003
edition, Standard & Poor's Ratings Services revised its
CreditWatch listing on Hughes Electronics Corp. and related
entities to positive from developing following the company's
announcement that News Corp. Ltd., (BBB-/Stable/--) will acquire
34% of the company. The ratings had been on CreditWatch
developing, reflecting uncertainty regarding Hughes' future
ownership.

Following a review of Hughes' operating and financial prospects
under its new ownership structure, a ratings upgrade could occur
once the deal is completed. However, the magnitude of a
potential upgrade may be constrained in light of News Corp.'s
minority stake.

Ratings List:              To                   From

Hughes Electronics Corp.
  Corporate credit       B+/Watch Pos/--      B+/Watch Dev/--

DirecTV Holdings LLC
  Senior secured debt    BB-/Watch Pos/--
  Senior unsecured debt  B/Watch Pos/--

PanAmSat Corp.
  Corporate credit       B+/Watch Pos/--      B+/Watch Dev/--
  Senior secured debt    BB-/Watch Pos/--     BB-/Watch Dev/--
  Senior unsecured debt  B-/Watch Pos/--      B-/Watch Dev-


INTEGRATED TELECOM: Liquidating Chapter 11 Plan Takes Effect
------------------------------------------------------------
Integrated Telecom Express, Inc. (OTC Bulletin Board: ITXIQ)
reported that its Plan of Liquidation under Chapter 11 of the
Bankruptcy Code, as amended, became effective at the close of
business on May 2, 2003.

In connection with the effectiveness of its Plan of Liquidation,
the company closed its stock transfer books and discontinue the
recording of common stock transfers at the close of business on
May 2, 2003. The company requested that quotation of its common
stock on the OTC Bulletin Board be terminated at the close of
business on May 2, 2003. The company also petitioned the
Securities and Exchange Commission for relief from the
obligation to file periodic and other reports under the
Securities and Exchange Act of 1934.

The company expects that the initial distribution to
stockholders, net of any reserves required by the Plan of
Liquidation or any order of the Bankruptcy Court, will take
place on or about June 1, 2003 or as soon as practicable
thereafter.


IT GROUP: Wants More Time to Move Actions to Delaware Court
-----------------------------------------------------------
The IT Group, Inc., and its debtor-affiliates ask the Court to
further extend their removal period with respect to any actions
pending on the Petition Date through the earlier of:

    (a) July 14, 2003; or

    (b) 30 days after the entry of an order terminating the
        automatic stay with respect to any particular action
        sought to be removed.     

According to Gregg M. Galardi, Esq., at Skadden, Arps, Slate,
Meagher & Flom LLP, in Wilmington, Delaware, the Debtors
continue to remain parties to over 100 hundred different
judicial and administrative proceedings currently pending in
various courts or administrative agencies throughout the
country.  The actions consisting of all forms of environment,
commercial, tort, employment-related, trademark and patent
litigation, involve a wide variety of claims, some of which are
complex.
  
The Debtors seek an additional extension of the time to decide
which of the actions should be removed and, if appropriate,
transferred to this district.

Besides affording the Debtors sufficient opportunity to make
fully informed decisions concerning the possible removal of
Actions, Mr. Galardi informs the Court that the extension will
protect the Debtors' valuable right to economically adjudicate
lawsuits if the circumstances warrant removal.

In light of the Debtors' significant achievements to date, the
extension requested is but appropriate.  The Debtors'
adversaries will not be prejudiced by the extension because the
adversaries may not prosecute the Actions absent relief from the
automatic stay.  In addition, Mr. Galardi asserts that the
Debtors have fully implemented procedures to comply with the
substantial reporting and disclosure requirements imposed upon
them and fulfilled all reporting requirements.

A hearing on the Debtors' request is scheduled today at 3:00
p.m.  Pursuant to Delaware Local Rule 9006-2, the Debtors'
removal period is automatically extended through the conclusion
of today's hearing. (IT Group Bankruptcy News, Issue No. 27;
Bankruptcy Creditors' Service, Inc., 609/392-0900)  


J. CREW GROUP: Completes Exchange Offer for 13-1/8% Debentures
--------------------------------------------------------------
J. Crew Group, Inc. announced the expiration of its offer to
exchange new 16.0% Senior Discount Contingent Principal Notes
due 2008 of J. Crew Intermediate LLC for all of its outstanding
13-1/8% Senior Discount Debentures due 2008 and a consent
solicitation to eliminate most of the restrictive covenants in
the indenture governing the existing debentures.  J. Crew was
advised by U.S. Bank National Association, the exchange agent
for the exchange offer and consent solicitation, that as of
12:01 a.m., New York City time, on May 2, 2003, a total of
approximately $120.3 million in aggregate principal amount of
existing debentures were tendered in the exchange offer and
consent solicitation, representing approximately 85% of the
aggregate principal amount of existing debentures outstanding.

J. Crew has advised U.S. Bank National Association that all
validly tendered existing debentures have been accepted for
exchange in the exchange offer and consent solicitation and that
all of the conditions to the exchange offer and consent
solicitation have been satisfied.  The indenture governing
the new notes is expected to be executed by J.Crew and U.S. Bank
National Association, as trustee, and the exchange of new notes
for existing debentures is expected to take place today.  
Accrued interest on the existing debentures that were not
tendered in the exchange offer is expected to be paid on May 6,
2003, together with interest thereon at a rate of 13-1/8% per
annum from April 15, 2003 through the settlement date.

Credit Suisse First Boston LLC acted as dealer manager for the
exchange offer and consent solicitation.  Mellon Investor
Services LLC acted as information agent in connection with the
exchange offer and consent solicitation.

As reported in Troubled Company Reporter's April 16, 2003
edition, Standard & Poor's Ratings Services lowered its
corporate credit rating on retailer J. Crew Corp. to 'CC' from
'B-' and the rating on the subordinated notes to 'CC' from
'CCC'. The revised ratings were concurrently placed on
CreditWatch with negative implications.

New York, New York-based J. Crew has $292 million of funded debt
outstanding as of Feb. 1, 2003.

With the completion of the tender offer, the corporate credit
rating on J. Crew will be lowered to 'SD' (selective default)
from 'CC' and the rating on the 13-1/8% senor discount
debentures will be lowered to 'D' from 'CC'. At the same time,
Standard & Poor's will affirm its 'CC' rating on the 10-3/8%
senior subordinated notes.


KAISER ALUMINUM: Pushing for Third Exclusive Period Extension
-------------------------------------------------------------
Kaiser Aluminum Corporation and its debtor-affiliates need
another extension of their exclusive periods to present a
reorganization plan and solicit acceptances of that plan so they
can continue their current efforts to resolve various issues
associated with their restructuring.  The Debtors still face a
variety of concerns that forced them to file for Chapter 11,
including excessive debt burden, unusually week aluminum
industry business conditions, the pendency of tens of thousands
of asbestos claims and significant and increasing cost for
retiree medical and pension obligations.  These matters, all of
which must be addressed during the course of the Debtors'
restructuring, raise numerous complicated issues involving
several parties.

The Debtors note that they have continued to make considerable
progress on a number of important issues and have taken diverse
actions to maximize the value of their estates.  Among other
things, the Debtors:

    -- sought and obtained the appointment of a legal
       representative for future asbestos claimants;

    -- substantially finalized their long-term strategic plan,
       which incorporated the feedback from the two official
       committees appointed in their cases and the Futures
       Representative;

    -- continued their efforts to sell certain non-core assets;

    -- filed additional Chapter 11 cases and took other actions
       to protect their estates against potential liens owing as
       a result of their failure to make a pension payment;

    -- continued to review and analyze the almost 7,500 claims
       that have been filed;

    -- continued to implement their operating efficiencies and
       cost reduction initiatives; and

    -- continued their progress on addressing key liability
       issues that must be resolved before they can move forward
       with negotiations regarding the formulation of a plan or
       plans of reorganization.

Accordingly, the Debtors propose to extend their Exclusive Plan-
Filing Period for three more months, through and including
July 31, 2003 and the Exclusive Solicitation Period, through and
including September 30, 2003.

Given the numerous complex issues that must be resolved and
their need to negotiate a plan with two separate creditors'
committees, a futures representative, significant creditors and
other parties-in-interests, the Debtors concede that it is
unlikely that they will be in a position to file a Plan at this
time.

Judge Fitzgerald will convene a hearing to consider the Debtors'
request at 3:00 p.m. on June 17, 2003 in Wilmington.  Pursuant
to Rule 9006-2 of the Local Rules of the Delaware Bankruptcy
Court, the Debtors' Exclusive Filing Period is automatically
extended until the conclusion of that hearing.

The Official Committee of Unsecured Creditors supports the
Debtors' request. (Kaiser Bankruptcy News, Issue No. 26;
Bankruptcy Creditors' Service, Inc., 609/392-0900)   


KMART CORP: Judge Sonderby Clarifies Lease Decision Period Order
----------------------------------------------------------------
At the Kmart Corporation Debtors' behest, Judge Sonderby
clarifies that no unexpired leases or executory contracts will
be deemed assumed or rejected, pursuant to section 365(d)(4) of
the Bankruptcy Code, by virtue of the issuance or entry of the
Plan Confirmation Order per se.  Judge Sonderby emphasizes that
the assumption or rejection of unexpired leases and executory
contracts will take effect on the earlier of:

    -- the effective date of the Debtors' Plan; or

    -- May 31, 2003 or July 31, 2003, as and to the extent
       applicable.

In her previous ruling, Judge Sonderby indicated that the
Debtors must assume or reject the leases by "confirmation."  The
Debtors sought clarification if the assumption and rejection
were tied to the date of the Confirmation Order, rather than the
Plan's Effective Date.

The Debtors' Plan provides for the assumption of some 1,5000
unexpired leases in connection with the Debtors' go-forward
stores.  These assumptions take effect on the Plan Effective
Date. (Kmart Bankruptcy News, Issue No. 55; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


KOALA CORP: Files SEC Form 15 to Deregister Common Stock
--------------------------------------------------------
Koala Corporation (Nasdaq: KARE) has filed a Form 15 with the
Securities and Exchange Commission to deregister its common
stock and suspend its reporting obligations under the Securities
Exchange Act of 1934. Deregistration of Koala's common stock,
and the preferred stock purchase rights associated with the
common stock, is expected to become effective within 90 days of
filing. Effective immediately, Koala will no longer file
periodic reports with the SEC, including Forms 10-K, 10-Q and 8-
K, and the company's shares will be voluntarily delisted from
trading on the Nasdaq SmallCap Market. The company anticipates
that its common stock will be quoted on the Pink Sheets
following today's Form 15 filing and delisting from Nasdaq, to
the extent market makers commit to make a market in its shares.
No guarantee can be made, however, that trading will continue.
The company also intends to continue to furnish annual audited
financial information to its shareholders, and will hold its
Annual Meeting of Shareholders on May 30, 2003, as scheduled.

In light of the significant cost of implementing the reporting
and compliance requirements of the Sarbanes-Oxley Act of 2002,
the company's Board of Directors carefully considered whether to
continue as an SEC reporting company. After reviewing the
company's circumstances and considering the potential impact
that deregistration may have on current and future shareholders,
the Board concluded that the benefits being derived from
registration of the company's common stock do not offset the
significant accounting, legal and administrative costs
associated with SEC reporting requirements. The Board believes
that eliminating these costs will allow management to place
greater focus and attention on the company's business, and will
enhance the company's efforts to conserve cash and reduce
expenses. The Board and management will continue to seek ways to
improve operating performance and to develop and execute the
restructuring and recapitalization plans that were outlined in
Koala's recent Form 10-K filing.

Founded in 1986, Koala Corporation is an integrated provider of
products and solutions designed to help business become "family
friendly" and allow children to play safely in public. The
company develops and markets a wide variety of infant and child
protection and activities products, which are marketed under the
company's recognizable "Koala Bear Kare" brand name. Koala's
strategic objective is to address the growing commercial demand
for safe, public play environments for children, as well as
products and solutions that help businesses create family-
friendly atmospheres for their patrons.

Koala Corporation's December 31, 2002 balance sheet shows that
its total current liabilities exceeded its total current assets
by about $26 million. Moreover, total shareholders' equity has
further dwindled to about $4 million from $37 million as
recorded a year ago.


LEAP WIRELESS: Wants Nod to Employ Ordinary Course Professionals
----------------------------------------------------------------
Leap Wireless International Inc., and its debtor-affiliates
currently employ various professionals to render services
relating to numerous issues that arise in their business.  These
Ordinary Course Professionals are generally engaged in
connection with various accounting, tax, regulatory and legal
matters.  The Ordinary Course Professionals are not
"professional persons" within the meaning of Section 327 of the
Bankruptcy Code given the limited and discrete nature of the
services which they provide, the minimal effect of the services
provided on the administration of the estates, and the ancillary
nature of the Ordinary Course Professionals' role to the
reorganization.

Robert A. Klyman, Esq., at Latham & Watkins, in Los Angeles,
California, relates that the Ordinary Course Professionals
provide critical support without which the Debtors would be at a
significant disadvantage.  The Debtors need the continued
services and knowledge of each of their Ordinary Course
Professionals to ensure smooth progress in their Chapter 11
cases.

While the Ordinary Course Professionals generally wish to
represent the Debtors on an ongoing basis, Mr. Klyman expects
that some may be unwilling to do so if they cannot be paid on a
regular basis for postpetition services rendered.  Moreover, if
the expertise and background knowledge of certain of these
Ordinary Course Professionals with respect to the particular
areas and matters for which they were responsible prior to the
Petition Date is lost, the Debtors' estates will undoubtedly
incur additional unnecessary expenses, as other professionals
without this background and expertise will have to be retained
and then be paid to do work already performed by the Ordinary
Course Professionals.

Mr. Klyman deems it in the best interests of the Debtors'
estates to continue to retain and compensate the Ordinary Course
Professionals to avoid any disruption in the day-to-day
operations.  The Ordinary Course Professionals bill the Debtors
monthly for their services and are reimbursed in the ordinary
business cycle.  The Debtors have been using the services of the
Ordinary Course Professionals long before the commencement of
these Chapter 11 cases.  None of the Ordinary Course
Professionals renders services that arise in or are integral to
the bankruptcy process.

The Debtors believe that it is unreasonable to expect the
Ordinary Course Professionals to undertake work on an hourly
basis subject to later court approval of fee applications.  
Moreover, a requirement that the Debtors seek separate
employment of each Ordinary Course Professional and request
compensation pursuant to separate retention and fee
applications, would in turn, require burdensome additional
administrative costs to the estates.

Thus, the Debtors seek the Court's authority to employ and
compensate the Ordinary Course Professionals in the ordinary
course of business, without compliance with the requirements of
Sections 327 or 330 of the Bankruptcy Code.  

The Debtors propose to pay to each Ordinary Course Professional,
on a monthly basis 100% of the fees and disbursements incurred
and without any interim or final application to the Court by the
professional.  These payments would be made in the ordinary
course of the Debtors' business following the submission and
approval of an appropriate monthly invoice setting forth in
reasonable detail the nature of the services rendered and the
disbursements actually incurred; if any professional's fees and
disbursements exceed $40,000 per month, then the payments to the
professional for fees and disbursements in excess of this amount
will be subject to prior Court approval in accordance with
Sections 330 and 331 of the Bankruptcy Code, the Federal Rules
of Bankruptcy Procedure, the Local Bankruptcy Rules for the
Southern District of California, orders of this Court, and the
Fee Guidelines promulgated by the Executive Office of the United
States Trustee.  The Debtors believe at this time that the fees
payable to any Ordinary Course Professional will not exceed
$40,000 per month.  The ordinary course retention and payment
procedures will not apply to those professionals who are subject
to separate retention applications filed by the Debtors.

To ensure that the retention and compensation of the Ordinary
Course Professionals does not result in a side-stepping of the
formalities of Sections 327 through 331 of the Bankruptcy Code,
the Debtors propose these terms and procedures for the retention
of their Ordinary Course Professionals:

  A. The Debtors may, in the reasonable and ordinary conduct of
     business as debtors and debtors-in-possession, retain and
     employ professional persons for the performance of tasks
     related to their ordinary course of business.  
     Professionals utilized by the Debtors to handle matters in
     connection with these bankruptcy proceedings, the plan of
     reorganization, or related litigation, other than ordinary
     course or ministerial matters, will be retained pursuant to
     individual retention applications;

  B. The acceptance of employment by Ordinary Course
     Professionals will constitute a representation by the
     Debtors and the involved professionals that:

     1. to the best of the Debtors' knowledge, after reasonable
        inquiry, the Ordinary Course Professionals do not
        represent or hold any interest adverse to either the
        Debtors or to their estates with respect to the matters
        on which the professionals are to be employed;

     2. the arrangement for postpetition compensation reached
        between the Debtors and the Ordinary Course
        Professionals is reasonably based on the nature, extent,
        and value of services, the time spent on services, and
        the cost of comparable services other than in a case
        under the Bankruptcy Code, and reimbursement of
        disbursements will be for only actual and necessary
        expenses not exceeding the value of expenses; and

     3. all transactions between the Debtors and the Ordinary
        Course Professionals will be subject to Section 329 of
        the Bankruptcy Code as well as to all other provisions
        of the Bankruptcy Code regulating the fairness and
        reasonable worth of services rendered by professionals
        seeking and receiving compensation;

  C. Ordinary Course Professionals retained and employed will be
     authorized to draw down any retainers in payment of fees
     and expenses without further Court order; and

  D. No firm or individual will be entitled to payments of more
     than $40,000 for any one-month, without further Court
     order.  If an Ordinary Course Professional seeks more than
     $40,000 for any one month, then the payments to this
     professional for the excess amounts will be subject to
     prior Court approval in accordance with Sections 330
     and 331 of the Bankruptcy Code, the Bankruptcy Rules, the
     Local Bankruptcy Rules for the Southern District of
     California, orders of this Court and the Fee Guidelines
     promulgated by the Executive Office of the United States
     Trustee.

The Debtors also seek Judge Adler's permission to employ and
compensate additional Ordinary Course Professionals as needed.  
The Additional Ordinary Course Professional will be identified
by filing and serving a supplement on these parties:

      (i) the Office of the United States Trustee;

     (ii) counsel to the Informal Vendor Debt Committee; and

    (iii) the official committee of unsecured creditors.

Each of the Interested Parties will have 10 days from the
service of the Supplement to file and serve an objection to the
inclusion of the Additional Ordinary Course Professional.  Any
Objection will be served on the Debtors and the subject
Additional Ordinary Course Professional.  If any Objection
cannot be resolved within 10 days after service of the
Objection, the matter will be scheduled for hearing.  If no
objection is filed within 10 days after service of the
Supplement, the Debtors will be deemed authorized to employ the
Professional. (Leap Wireless Bankruptcy News, Issue No. 3;
Bankruptcy Creditors' Service, Inc., 609/392-0900)  


LERNOUT: Dictaphone Shareholders' Meeting Slated for May 16
-----------------------------------------------------------
The Annual Meeting of Stockholders of Dictaphone Corporation
will be held at the Trumbull Marriott, 180 Hawley Lane,
Trumbull, CT 06611, Montpelier Room, on Friday, May 16, 2003, at
8:30 a.m., Eastern Time, for these purposes:

    -- To elect three (3) directors.

    -- To approve the director indemnification agreements.

    -- To transact such other business as may properly come
       before the meeting.

According to Dictaphone Chief Financial Officer Tim S. Ledwick,
"stockholders of record, as of the close of business on April 1,
2003, are entitled to vote at the Annual Meeting of
Stockholders.  Proxies properly executed by such stockholders
will be voted as specified on the proxy and as designated in the
proxy on all business voted upon at such Annual Meeting of
Stockholders and any adjournment thereof." (L&H/Dictaphone
Bankruptcy News, Issue No. 41; Bankruptcy Creditors' Service,
Inc., 609/392-0900)  


MICRON TECHNOLOGY: Files SEC Form S-3 re Resale of 2.5% Notes
-------------------------------------------------------------
On May 1, 2003, Micron Technology, Inc., (NYSE:MU) filed a
Registration Statement on Form S-3 with the Securities and
Exchange Commission relating to the resale by selling
securityholders of its 2.5% Convertible Subordinated Notes due
February 1, 2010, and the Common Stock issuable upon conversion
of the Notes. The Company will not receive any proceeds from the
resale of the Notes or the underlying Common Stock.

A registration statement relating to these securities has been
filed with the Securities and Exchange Commission but has not
yet become effective. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration
statement becomes effective.

Micron Technology, Inc., is one of the world's leading providers
of advanced semiconductor solutions. Through its worldwide
operations, Micron manufactures and markets DRAMs, Flash memory,
CMOS image sensors, other semiconductor components and memory
modules for use in leading-edge computing, consumer, networking,
and mobile products. Micron's common stock is traded on the New
York Stock Exchange (NYSE) under the MU symbol. To learn more
about Micron Technology, Inc., visit its Web site at
http://www.micron.com

                         *   *   *

As reported in the Jan. 31, 2003, edition of the Troubled
Company Reporter, Standard & Poor's Ratings Services assigned
its B- subordinated debt rating to Micron Technology Inc.'s
planned sale of $500 million convertible subordinated notes due
2010. At the same time, Standard & Poor's affirmed its 'B+'
corporate credit rating on Micron. The ratings outlook is
stable.


MTS INC: Will Use Grace Period Under 9-3/8% Sr. Notes Indenture
---------------------------------------------------------------
MTS, Incorporated has elected to take advantage of the 30-day
"grace period" provided for in the indenture with respect to the
payment of interest on its 9-3/8% Senior Subordinated Notes due
2005. The regularly scheduled payment date for interest on the
Notes was May 1, 2003, on which $5,156,250 was due and payable.

The Indenture provides that the Company has 30 days after the
due date of an interest payment before non-payment of interest
constitutes an event of default under the Indenture. The Company
intends to utilize the 30-day "grace period" to consider its
strategic options. If the Company fails to make the interest
payment before the end of the grace period, an event of default
under the Indenture would occur. If an event of default occurs
under the Indenture due to the Company's failure to make the
interest payment on the Notes before the end of the grace
period, the cross-default provisions of the Company's credit
facility and term loan agreements would be triggered, resulting
in an event of default under these agreements as well.

The Company has been in discussions with the senior lenders
under its credit facility and term loan agreements. The Company
anticipates further discussions with its senior lenders as well
as with its other major creditors and stakeholders, including
major holders of the Notes, concerning various strategic
alternatives.

The Company has appointed E. Allen Rodriguez as Chief Executive
Officer of the Company effective April 26, 2003. From 1997 to
2002, Mr. Rodriguez was an officer of Univision Communications
Inc., a Spanish-language broadcaster in Los Angeles, California,
where he held the positions of Executive Vice President and Vice
President. Prior to joining Univision, Mr. Rodriguez served as a
vice president of Prudential Capital, where he was employed for
eight years.

Since 1960, Tower Records has been recognized and respected
throughout the world for its unique brand of retailing. Founded
in Sacramento CA, by Chairman Emeritus, Russ Solomon, the
Company's growth over four decades has made Tower Records a
household name.

As of January 31, 2003, Tower Records owned and operated 105
stores worldwide with 63 franchise operations. The company
opened one of the first Internet music stores on America Online
in June 1995 and followed a year later with the launch of
TowerRecords.com.  The site was named among the top 50
retail Web sites by Internet Retailer magazine.

                            *   *   *

As previously reported in the January 31, 2003, issue of the
Troubled Company Reporter, Standard & Poor's Ratings Services
said that it raised its corporate credit rating on MTS Inc., to
'CCC+' from 'CCC' and removed the rating from CreditWatch with
positive implications.

The outlook is negative. Sacramento, California-based MTS had
total debt outstanding of $209 million as of Oct. 31, 2002.


NATIONAL CENTURY: Resolves Issues re NEHT's Cash Collateral Use
---------------------------------------------------------------
On February 13, 2003, the Massachusetts Bankruptcy Court entered
its Consent Order Regarding New England Home Therapies' Motion
for Continued Use of Cash Collateral.  The Massachusetts
Bankruptcy Court approved the continued transfer to New England
Home Therapies of the proceeds of non-purchased accounts
receivable from the applicable lockbox accounts maintained at
The Huntington National Bank on the Debtors' behalf.

Specifically, the February 13 Consent Order directs Debtors NPF
VI, Inc. to seek relief from the automatic stay and other Court
orders to implement the terms of the February 13 Consent Order.

The National Century Debtors and New England Home Therapies
sought and obtained Court approval of their Stipulation
resolving the transfer of Cash Collateral to New England Home
Therapies, pursuant to these terms:

  (a) The Debtors are authorized to take all actions necessary
      or appropriate to implement the Consent Order;

  (b) The automatic stay imposed by Section 362 of the
      Bankruptcy Code, and any other orders or injunctions that
      have been or may be entered by the Court are modified to
      the extent necessary to allow the parties to implement the
      February 13 Consent Order;

  (c) NPF VI is granted authority to and will establish a
      separate account at JPMorgan Chase Bank for funds received
      under the Agreement from February 13, 2003 forward, and
      all funds received under the Agreement will be deposited
      from The Huntington National Bank lockboxes in, and will
      be held in the NEHT Account; and

  (d) This Stipulation and Agreed Order and the February 13
      Consent Order will be binding on:

      (1) NPF VI and all of its affiliated Chapter 11 Debtors,
          and

      (2) any successor Chapter 11 or Chapter 7 trustee.
(National Century Bankruptcy News, Issue No. 15; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


NEXTCARD: S&P Hatchets Ratings on Series 2000-1 and 2001-1 Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on all
classes of NextCard Credit Card Master Note Trust's asset-backed
notes series 2000-1 and 2001-1. Concurrently, the ratings on all
classes are removed from CreditWatch with negative implications,
where they were placed June 7, 2002.

The lowered ratings are in response to the continued
deterioration in the performance of the underlying pool of
credit card receivables since December 2002. The deterioration
in collateral pool performance is most notably reflected by, but
is not limited to, the extent of principal write-downs that the
most subordinate classes (classes C and D of both transactions)
have experienced to date. Standard & Poor's expects that
collateral performance trends witnessed in the first quarter of
2003 will continue.

The trust's key credit metrics have continued to trend downward
during the first quarter of 2003. The trust's principal payment
rate, which is a key indicator of how quickly investors will be
paid out, fell to 4.5% ($31.17 million) in March 2003 from 4.8%
($41.07 million) in December 2002. The March principal payment
rate showed a slight improvement from February's historical low
of 4.1%. Prior to the transactions entering early amortization
in July 2002, the trust's principal payment rate averaged
approximately 10.75%. The total payment rate for the month
ending March 2003 was 5.68%. The principal balance of the
receivable pool has decreased to $640.2 million from $803.6
million between December 2002 and March 2003. As of the April 15
distribution date, the initial class A invested amounts of
series 2000-1 and 2001-1 had been reduced by 74.86% and 75.49%,
respectively.

One of the most disconcerting indicators of negative collateral
performance is the level of gross charge-offs exhibited by the
trust through the first quarter of 2003. Previously, gross
charge-offs peaked in December 2002 at 28.10%. However, January,
February, and March 2003 gross charge-off rates (36.02%, 39.71%,
and 41.23%, respectively) have increased dramatically. While the
servicer, First National Bank of Omaha, has indicated that it
has made some progress in improving the delinquency levels
(delinquency rates have improved to a level of 14.20% in March
2003 from 18.80% in December 2002), the improvement to overall
delinquency numbers could also have been helped by ongoing
charge-offs to late stage delinquency accounts.

As gross charge-offs continue to increase but yield remains
mostly stable, the $17.50 million initial invested amount of
series 2000-1's class D and the $24.50 million initial invested
amount of series 2001-1's class D have been fully eroded to
absorb defaults. Furthermore, the initial invested amounts of
class C for both series 2000-1 and 2001-1 have begun to
experience principal write-downs. As of the April 15
distribution date, the initial invested amount of series 2000-
1's class C had been written down to $41.36 million from its
original balance of $57.5 million. Additionally, the initial
invested amount of series 2001-1's class C had been written down
to $63.6 million from its original balance of $66.5 million.
These principal write-downs reflect insufficient monthly
allocable finance charge collections available to absorb
investor default amounts allocated monthly to each series.
Series excess spread levels have been negative since May 2002.

Both series 2000-1 and 2001-1 have reserve accounts established
for the benefit of the class C and D noteholders. While the
series 2000-1 and 2001-1 spread accounts have balances of $24.07
million and $13.8 million, respectively, amounts in the spread
accounts are not available to fund class C and D principal
shortfalls until the final maturity date. On each monthly
payment date however, the spread accounts are available to fund
shortfalls in interest payments to the class C and D notes.
Class D interest, which is at the bottom of the payment
priorities, after investor default amount, has been funded from
draws on each transaction's spread account since the June 2002
distribution date. Draws on the spread account, to cover class D
interest and additional principal write-downs to the subordinate
classes, are expected to continue.

Standard & Poor's believes, based on the level of deterioration
that the trust has endured, the absence of expectations of
dramatic improvements in collateral performance and the level of
principal write-downs already experienced by the subordinate
tranches of both series relative to amounts on deposit in the
spread accounts, that the probability of both transactions'
class C and D receiving full repayment of their original
principal balance is unlikely.

Standard & Poor's will continue to monitor the performance of
the key risk indicators associated with the aforementioned
transactions, and will continue to advise the market as
developments become available.
   
   RATINGS LOWERED AND REMOVED FROM CREDITWATCH NEGATIVE
   
          NextCard Credit Card Master Note Trust
            Asset-backed notes series 2000-1
   
                       Rating
        Class    To                From
        A        BBB-              BBB+/Watch Neg
        B        B-                B/Watch Neg
        C        CCC-              CCC/Watch Neg
        D        CC                CCC-/Watch Neg
   
           NextCard Credit Card Master Note Trust
             Asset-backed notes series 2001-1
   
                       Rating
        Class    To                From
        A        BBB-              BBB+/Watch Neg
        B        B-                B/Watch Neg
        C        CCC-              CCC/Watch Neg
        D        CC                CCC-/Watch Neg


NEXTMEDIA: Selling WJTM-Fm to Hispanic Broadcasting for $21 Mil.
----------------------------------------------------------------
NextMedia Group, Inc., has signed a definitive agreement to sell
radio station WJTW-FM, serving Joliet/Chicago, Illinois to
Hispanic Broadcasting Corporation for $21 million in cash. The
transaction, which is pending FCC approval, is expected to close
late in the second quarter or early in the third quarter of
2003.  Following this transaction, as well as NextMedia's
previously disclosed sale agreement of WAIT-AM serving Crystal
Lake/Chicago, the Company will own and operate 10 radio stations
serving the greater Chicago market.

Samuel "Skip" Weller, President and Co-Chief Operating Officer
of NextMedia's Radio Division, commented, "[Fri]day's
transaction allows us to divest WJTW-FM to a buyer that does not
directly compete against any of our current formats.  With an
existing cluster of 10 stations in the Chicago market, we are
very well-positioned to continue growing our business by serving
advertisers and listeners in the greater Chicago area.  We have
assembled our Chicago cluster through three separate
acquisitions over the past three years, and we continue to look
for attractive opportunities to add to our station portfolio in
the region."

NextMedia Operating, Inc. is a diversified out-of-home media
company headquartered in Denver, Colorado.  NextMedia owns and
operates 60 stations in 15 markets throughout the United States,
and more than 5,600 bulletin and poster displays.  Additionally,
NextMedia owns advertising displays in more than 5,300 retail
locations across the United States.  Investors in NextMedia's
ultimate parent company include Thomas Weisel Capital Partners,
Alta Communications, Weston Presidio Capital and Goldman Sachs
Capital Partners, as well as senior management. NextMedia was
founded by veteran media executives Carl E. Hirsch, Executive
Chairman, and Steven Dinetz, President and CEO.

As previously reported in Troubled Company Reporter, Standard &
Poor's Ratings Services placed its single-'B'-plus corporate
credit rating on radio and outdoor advertising company NextMedia
Operating Inc., on CreditWatch with negative implications.

The international rating agency expressed concerns "about
narrowing liquidity, weak credit measures for the rating, and
ongoing acquisition activity that restrain credit profile
improvement."


NOMURA ASSET: S&P Junks Ser. 1995-MDIII Class B-2 Rating at CCC
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the
class B-2 commercial mortgage pass-through certificates of
Nomura Asset Securities Corp.'s series 1995-MDIII to 'CCC' from
'B'. At the same time, the rating on class B-1 from the same
transaction is placed on CreditWatch with negative implications.

The lowered rating and CreditWatch action reflects concerns
regarding the deterioration in the performance of the Grand
Cayman Marriott Beach Resort, one of largest non-defeased assets
in the pool.

The $35.2 million mortgage, secured by the 305-room Marriott
hotel, was transferred to the special servicer in February 2003.
The transfer followed the borrower's failure to maintain the
required debt service coverage ratio outlined in the loan
documents. This was coupled with the borrower's request for debt
service relief and use of required reserves to cover operating
expenses. The property's reported DSCR was 0.66x for 2002, which
was calculated pursuant to the covenants in the loan documents,
including a loan constant of 14.9%. As per the loan documents,
the borrower is required to maintain a quarterly debt service
coverage test of at least 1.40x. If this is not met, the
management fees will be suspended and reserved by the servicer.
Furthermore, the borrower must meet a quarterly DSCR test of
1.10x, or the borrower will be required to deposit sufficient
funds with the lender to maintain the appropriate coverage. The
borrower failed to meet both tests as of June 2002 and September
2002, but supplied additional funds to meet the respective
tests. However, when the tests were not met in December 2002,
the borrower elected not to satisfy the necessary coverage
requirements, and submitted a written request for debt service
relief to the servicer, who then transferred the loan to J.E.
Robert Co. Inc., the special servicer. In response, JER, in
accordance with the loan documents, has continued the
collection of the sweep of hotel revenues and has accumulated
reserves totaling approximately $2.1 million as of March 2003,
which include debt service, operating, and capital reserves.

At the present time, JER is negotiating a deed-in-lieu of
foreclosure for the Marriott property, which appears to be the
most advantageous method of gaining title, and is expecting to
complete this process in May 2003. Thereafter, a property
manager will be engaged to continue the operation of the hotel,
and marketing alternatives will be evaluated.

As of April 2003, the pool consisted of five mortgages secured
by 21 properties totaling $390.5 million, compared to 10
mortgages totaling $534 million at issuance. Each mortgage is
secured by multiple properties that are cross-collateralized and
cross-defaulted. The pool has been reduced by 26.8% via
amortization and pay-offs (two mortgages paid-off). The most
recent defeasance was the Delmar mortgage, which took place
March 26, 2003, and will appear on the April 2003 remittance
report. Now, approximately $250.9 million, 64% of the pool,
includes U.S. treasuries after three mortgages were fully
defeased.

Standard and Poor's will continue to monitor the performance of
the transaction, and will resolve the CreditWatch issue once an
updated valuation of the Marriott property and review of the
other loans remaining in the pool is completed.
   
                        RATING LOWERED
   
                  Nomura Asset Securities Corp.
        Commercial mortgage pass-thru certs series 1995-MDIII
   
                    Rating
        Class    To        From       Credit Support
        B-2      CCC       B                   1.99%
           
              RATING PLACED ON CREDITWATCH NEGATIVE
    
                  Nomura Asset Securities Corp.
        Commercial mortgage pass-thru certs series 1995-MDIII
    
                        Rating
        Class    To               From       Credit Support
        B-1      BB/Watch Neg     BB                  9.58%


NORTHWESTERN CORP: Reports Leadership Changes at Expanets Unit
--------------------------------------------------------------
NorthWestern Corporation (NYSE: NOR) announced that John
Charters, chief executive officer of Expanets, Inc.,
NorthWestern's communications services business, has been placed
on paid administrative leave. In addition, the Company announced
that Rick Fresia will be separating from Expanets and is no
longer Expanets' executive vice president and chief financial
officer.

Bill Austin, NorthWestern's chief restructuring officer, will
assume executive duties during this period. Chris Younger,
Expanets' president and chief operating officer, will continue
to be responsible for Expanets' day-to- day operations including
sales, field operations, client service, marketing and strategy.

NorthWestern Corporation is one of the largest providers of
electricity and natural gas in the Upper Midwest and Northwest,
serving more than 598,000 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 followed 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. Given the magnitude of the year-
end 2002 asset writedowns and the disclosure of operational
deficiencies at Expanets, Fitch believes that it will be less
likely that NOR will generate material net cash proceeds from
the sale of its non-regulated investments.


NTELOS INC: Court Fixes June 10, 2003 Claims Bar Date
-----------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Virginia
fixes June 10, 2003, as the last date for creditors of Ntelos,
Inc., and its debtor-affiliates, to file their proofs of claim
or be forever barred from asserting their claims.

Each proof of claim must specifically set forth the full name
and proper Chapter 11 case number of the Debtor against whom the
claim is filed and sent to the Debtors' Claims Agent, Administar
Services Group, Inc.  If sent by mail, Proofs of claim must be
addressed to:

        Administar Services Group, Inc.
        PO Box 56636
        Jacksonville, Florida 32241-6636

if by overnight mail or hand delivery, to:

        Administar Services Group, Inc.
        8475 Western Way
        Suite 150
        Jacksonville, Florida 32256

NTELOS Inc., a regional integrated communications provider
offering a broad range of wireless and wireline products and
services, filed for chapter 11 protection on March 4, 2003
(Bankr. E.D. Va. Case No. 03-32094).  Linda Lemmon Najjoum,
Esq., at Hunton & Williams and Marcus, Santoro & Kozak, P.C.
represent the Debtors in their restructuring efforts.  When the
Company filed for protection from their creditors, it listed
$800,252,000 in total assets and $784,976,000 in total debts.


OLYMPIC PIPE LINE: Brings-In Yarmuth Wilsdon as Special Counsel
---------------------------------------------------------------
Olympic Pipe Line Company sought and obtained approval from the
U.S. Bankruptcy Court for the Western District of Washington to
employ Yarmuth Wilsdon Calfo, PLLC as its special counsel.

Yarmuth Wilsdon will provide the estate with advice about:

     a) various criminal and related civil enforcement and
        regulatory proceedings arising out of a 1999 pipeline
        release incident which resulted in three deaths and a
        shutdown of a portion of the pipeline for a substantial
        time; and

     b) debarment proceedings being pursued by the EPA pursuant
        to which Debtor is seeking relief from a mandatory
        debarment from all government contracts, loans and other
        assistance; and

serve as co-counsel in:

     1) administrative proceedings arising from an Office of
        Pipeline Safety Notice of Probable Violation issued
        in June 2000; and

     d) business interruption lawsuits brought by ARCO and
        its insurance carriers, and Tosco.

Yarmuth Wilsdon will bill the Debtor at its customary hourly
rates:

          lawyers           $180 to $225 per hour
          paralegals        $ 50 to $120 per hour

Angelo Calfo, Esq., a partner in Yarmuth Wilsdon, whose current
hourly billing rate is $245, leads the engagement.

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


PCD INC: Completes Industrial/Avionics Asset Sale to Amphenol
-------------------------------------------------------------
PCD Inc. (OTC Bulletin Board: PCDIQ), a manufacturer of
electronic connectors, announced that Amphenol Corporation has
completed the acquisition of substantially all of the assets and
operations of PCD's Industrial/Avionics Division, headquartered
in Peabody, MA, for approximately $14 million in cash, plus
certain assumed liabilities, subject to further adjustments
after the closing of the acquisition under the agreement between
the companies. In addition, Amphenol will assume certain of
PCD's long-term contracts. Amphenol is one of the world's
largest interconnect suppliers, with over $1 billion in sales
and 11,000 employees located in its global facilities.

The Division, which continues to operate from its Peabody
location, and remains focused on avionic and industrial control
interconnects and terminal blocks, is now a subsidiary of
Amphenol, and has been renamed Amphenol PCD, Inc. Amphenol
emphasized that all of the Division's operations are conducting
business as usual, and the Division will continue to accept
customer orders and service its customers with existing
facilities and personnel.

Following the closing of the transaction, and as part of the
Chapter 11 process, PCD will continue to finalize its
distributions to creditors.

As announced on March 21, 2003, to facilitate the sales of PCD's
two business divisions: the Industrial/Avionics Division,
headquartered in Peabody, MA, and Wells-CTI Division,
headquartered in Phoenix, AZ, PCD Inc., and its domestic
subsidiary, Wells-CTI, Inc., filed voluntary petitions under
Chapter 11 of the U.S. Bankruptcy Code. The Company's Japanese
subsidiary, Wells-CTI KK, was not included in the bankruptcy
filings, although its shares will be included in the sale of
Wells-CTI. The U.S. Bankruptcy Court for the District of
Massachusetts approved the sale of the Industrial/Avionics
Division to Amphenol on May 1, 2003.


QWEST COMMS: DOJ Recommends Regulatory Nod for Minn. Application
----------------------------------------------------------------
The U.S. Department of Justice recommended that the Federal
Communications Commission approve Qwest's application to re-
enter the long-distance business in Minnesota. Qwest is already
providing long-distance service in the 12 states in its local
service territory for which it has previously received FCC
approval.

The DOJ's recommendation states: "Qwest's application
demonstrates that it has succeeded in opening its local markets
in Minnesota in many respects." The DOJ "recommends that the
Commission approve Qwest's application for long- distance
authority in Minnesota" as long as the FCC continues to assure
itself that Qwest has adequately addressed issues related to the
processing of electronic orders. Qwest has already shown in
previous applications that it is successfully meeting this
requirement.

"We commend the DOJ for thoughtfully reviewing our Minnesota
application and for its positive recommendation to the FCC,"
said Steve Davis, Qwest senior vice president of public policy.
"We're excited about the possibility of giving customers in
Minnesota the benefit of competitive, low rates for residential
and business long-distance phone service. Today's positive
recommendation moves us a major step closer to delivering those
benefits."

The Telecommunications Act of 1996 requires the FCC to give the
DOJ's recommendation "substantial weight" prior to making a
final determination on Qwest's application. Qwest plans to file
a similar application for long- distance authority in its last
remaining state, Arizona, in early summer.

Qwest's residential and business customers in Minnesota could
save an estimated $130 million annually with Qwest's re-entry
into the regional long- distance business, based on a study by
Professor Jerry A. Hausman, director of the Massachusetts
Institute of Technology Telecommunications Research Program.
Qwest has spent more than $3 billion to open its markets to
competitors and comply with the act.

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

Qwest Communications' 7.500% bonds due 2008 (Q08USR3) are
trading at about 90 cents-on-the-dollar, says DebtTraders. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=Q08USR3for  
real-time bond pricing.


RADIANT ENERGY: Raises $105,400 in Private Placement Deal
---------------------------------------------------------
Radiant Energy Corporation (TSX Venture: YRD) has completed a
non-brokered private placement of 1,050,400 common shares for
cash proceeds of $105,400. The Company further announces that in
accordance with OSC Policy 57-603, management continues to
anticipate filing its audited results for the fiscal year ended
October 31, 2002 and its unaudited results for the three months
ended January 31, 2003, before or on May 20, 2003.

The common shares were issued for $0.10 per share and the share
certificates bear a legend stating that the certificate may not
be sold, transferred, or otherwise traded prior to April 15,
2003. The Company granted a finder's fee of 43,700 common shares
to an individual, resident in Canada. The common shares were
equal to 10% of the common shares issued to subscribers
introduced to the Company by the individual.

The late filing of the Financial Statements was due primarily to
insufficient working capital to fund the audit by the filing
date. The amounts raised were sufficient to commence the audit
of the financial statements for the year ended October 31, 2002.
The Company continues to investigate ways to generate working
capital.

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

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

                         *     *     *

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


REGUS BUSINESS: Has Until May 13 to Make Lease-Related Decisions
----------------------------------------------------------------
By order of the U.S. Bankruptcy Court for the Southern District
of New York, Regus Business Centre Corp., and its debtor-
affiliates obtained an extension of their lease decision period.  
The Court gives the Debtors until May 13, 2003, to determine
whether to assume, assume and assign, or reject unexpired
nonresidential real property lease.

Regus Business Centre Corp., filed for chapter 11 protection on
January 14, 2003 (Bankr. S.D.N.Y. Case No. 03-20026). Karen
Dine, Esq., at Pillsbury Winthrop LLP represents the Debtors in
their restructuring efforts. When the Debtors filed for
protection from its creditors, it listed debts and assets of:

                               Total Assets:    Total Debts:
                               -------------    ------------
Regus Business Centre Corp.    $161,619,000     $277,559,000
Regus Business Centre BV       $157,292,000     $160,193,000
Regus PLC                      $568,383,000      $27,961,000
Stratis Business Centers Inc.      $245,000       $2,327,000


RELIANCE: Liquidator Sells Virginia Lots to Toll Bros. For $26MM
----------------------------------------------------------------
M. Diane Koken, Insurance Commissioner of the Commonwealth of
Pennsylvania, in her official capacity as Liquidator of Reliance
Insurance Company, received the Commonwealth Court's permission
to sell real property held by RIC to Toll Brothers' Realty
Trust.

At the time of its declared insolvency, RIC owned several
parcels of real property in Loudoun County, Virginia.  The
Property subject to the Agreement is designated as Virginia Tax
Map 93, Parcels 13 and 5, and Tax Map 93 ((6)), Parcel 18,
Loudoun County.

Ann B. Laupheimer, Esq., at Blank, Rome, Comisky & McCauley,
tells the Court that RIC purchased the Property in 1987 as part
of 409 acres.  The aggregate price was $26,634,439 or $1.49 per
square foot.  Of the 409 acres acquired, 112.5 were zoned
residential and 296.5 acres were zoned commercial.  At $1.49 per
square foot, the 112.5 acres of residential land had an
underlying pro rata cost of approximately $7,301,745.

The current transaction calls for the sale of 211.81 acres of
the 296.5 acres of commercially zoned property.  The balance of
the commercially zoned property was required to be set aside
and/or dedicated as flood plain, right-of-way and/or for toll
road use during the development approval process.  Moreover,
only 167.2 net acres of the 211.81 acres being sold to TB Realty
Trust will be developable pursuant to the applicable development
approvals. Ms. Laupheimer relates that Cassidy and Pinkard
represented RIC as its broker in marketing the Property.  
Cassidy and Pinkard conducted a national marketing effort and
sent information packages to approximately 200 potential buyers,
of which 12 responded.  The respondents were sent a full
offering memorandum, letter of intent and additional information
on the Property. Eight potential buyers made qualifying offers.  
Toll Brothers' Realty Trust's offer was the highest and best
bidder from that group.

Toll Brothers will pay $16,511,000 for the Property, placing a
$250,000 initial deposit into escrow.  TB Trust agreed to accept
the Property in an "as is" condition.  RIC's only obligation for
the Property is to spend up to $100,000 to cure violations that
may be issued by a governmental agency prior to closing.

Within 60 days, TB Realty Trust will provide a $1,250,000
substitute escrow.  RIC's closing expenses are limited to its
cost of preparing the Deed, payment of Virginia's Grantor Tax
and attorney's fees.  RIC will also pay Cassidy and Pinkard a
broker's fee.  This fee was established by the Brokerage
Agreement at approximately 3.12%, representing a blend of 5% for
the first $1,000,000 and 3% for the remaining $15,511,000 of the
purchase price.  Therefore, the Broker's Fee payable by RIC is
$515,330.

RIC currently has surety bonds and cash escrows totaling
$1,676,144 posted with Loudoun County, Virginia, and the Loudoun
County Sanitation Authority for improvements that are required
by the approved development plans for the Property.

TB Realty Trust will assume RIC's obligation to complete these
improvements and will deposit $1,676,144 in escrow to secure
those obligations.  Within 90 days of closing, TB Realty Trust
must execute new bond agreements with Loudoun County and the
Sanitation Authority to release RIC from all associated
liability.  At that time, RIC's bonds will be released and any
cash escrows will be refunded.

The Liquidator took steps to determine whether the purchase
price constituted fair value to RIC for the Property.  The
Liquidator obtained the advice of Robert G. Johnson, MAI of
JMSP, Inc., located in Herndon, Virginia, who prepared an
appraisal report. Mr. Johnson's report indicated a fair market
value for the Property that is less than the purchase price.  
However, Ms. Laupheimer asserts that the terms of the
transaction are fair to RIC and are in the best interests of the
insurer's estate, its policyholders, claimants and the general
public.

Toll Brothers is based in Huntingdon Valley, Pennsylvania.  It
is a publicly-traded corporation and a well-known experienced
national real estate developer.  Toll Brothers effectively owns
one-third of TB Realty Trust with a $7,500,000 investment.  Toll
Brothers provides development, finance and management services
to TB Realty Trust.  The Pennsylvania State Employees Retirement
System and senior executives of Toll Brothers are the other
investors in TB Realty Trust.  If required, the investors must
contribute an additional $9,300,000 to the Trust.

On February 28, 2003, Judge James Gardner Collins approved the
transaction. (Reliance Bankruptcy News, Issue No. 36; Bankruptcy
Creditors' Service, Inc., 609/392-0900)     


REVLON INC: Sets May 12, 2003 as Record Date for Rights Offering
----------------------------------------------------------------
Revlon, Inc. (NYSE: REV) announced that its Board of Directors
has set May 12, 2003 as the record date for its previously-
announced rights offering.

Pursuant to the rights offering, Revlon will distribute, at no
charge, to each stockholder of record of its Class A common
stock and Class B common stock, as of the close of business on
May 12, 2003, transferable subscription rights that will enable
rights holders to purchase one share of Class A common stock for
each subscription right at a subscription price equal to the
greater of $2.30 per share or 80% of the closing price of one
share of Revlon Class A common stock on the New York Stock
Exchange on the Record Date. In addition, an over-subscription
privilege has been included pursuant to which each rights holder
that exercises its basic subscription privilege in full may also
subscribe for additional shares at the same subscription price
per share, to the extent that other rights holders do not
exercise their subscription rights in full. If an insufficient
number of shares is available to fully satisfy the over-
subscription privilege requests, the available shares will be
sold pro-rata among subscription rights holders who exercised
their over-subscription privilege, based on the number of shares
each subscription rights holder subscribed for under the basic
subscription privilege.

The proceeds of the rights offering will be used for general
corporate purposes, including to help fund a portion of the
costs and expenses associated with implementing the
stabilization and growth phase of Revlon's business plan, which
involves increasing the effectiveness of advertising and
promotional spending, increasing the effectiveness of the
Company's in-store wall displays, discontinuing select products
and adjusting prices on several other products, further
strengthening the new product development process, and investing
in training and development for Revlon employees.

The subscription rights will be transferable. While Revlon
cannot provide assurances that a trading market will develop,
the subscription rights are expected to trade on the NYSE under
the symbol "REV RT".

MacAndrews & Forbes Holdings Inc., Revlon's principal indirect
stockholder, which is wholly-owned by Ronald O. Perelman, has
agreed not to exercise its basic subscription privilege.
Instead, it has agreed to purchase, in a private placement
directly from Revlon, the shares of the Class A common stock
that it would otherwise have been entitled to receive pursuant
to its basic subscription privilege in the rights offering
(equal to approximately 83% of the shares available for purchase
under the subscription rights distributed in the rights
offering, or approximately $41.5 million). MacAndrews & Forbes
has also agreed not to exercise its over-subscription privilege
in the rights offering. However, if any shares remain following
the exercise of the basic subscription privilege and the over-
subscription privilege by other rights holders, MacAndrews &
Forbes will back-stop the rights offering by purchasing, in a
private placement directly from Revlon, the remaining shares of
Class A common stock offered but not purchased by other rights
holders (up to approximately 17% of the shares offered in the
rights offering, or an additional approximate $8.5 million). As
a result of this back-stop, Revlon is assured of raising $50
million in gross proceeds through a combination of the rights
offering and the sale, in a private placement, of shares to
MacAndews & Forbes.

Revlon expects to issue a further press release following the
Record Date to announce the subscription price and the number of
subscription rights to be issued for each share of Class A
common stock or Class B common stock held on the Record Date.

Revlon expects that rights offering materials, including a
prospectus and the subscription rights certificates, will be
mailed on or about May 16, 2003, to stockholders of record as of
the Record Date. The prospectus will contain important
information about the rights offering. Stockholders are urged to
read the prospectus when it becomes available. Rights holders
will have until the expiration date of the rights offering to
exercise or sell their subscription rights. Revlon expects that
the expiration date of the rights offering will be on or about
June 16, 2003, unless extended by Revlon.

A registration statement relating to these securities has been
filed with the Securities and Exchange Commission, but it has
not yet become effective. These securities may not be sold, nor
may offers to buy be accepted, prior to the time the
registration statement becomes effective.

Revlon, whose March 31, 2003 balance sheet shows a total
shareholders' equity deficit of about $1.7 billion, is a
worldwide cosmetics, skin care, fragrance, and personal care
products company. The Company's vision is to become the world's
most dynamic leader in global beauty and skin care. A website
featuring current product and promotional information can be
reached at http://www.Revlon.comand http://www.Almay.com The  
Company's brands, which are sold worldwide, include Revlon(R),
Almay(R), Ultima(R), Charlie(R), Flex(R), and Mitchum(R).


ROTECH: Federal Search Prompts S&P to Revise Outlook to Negative
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its ratings outlook
on home health care company Rotech Healthcare Inc. to negative
from stable following a search by federal agents of financial
records and other materials at five Rotech locations. The U.S.
Attorney's Office for the Northern District of Illinois also
served Rotech with a grand jury subpoena relating to the same
information. Although the focus and timing of this federal
investigation are currently unclear, Standard & Poor's will
evaluate the effect of the investigation on Rotech's 'BB'
corporate credit rating as developments occur.

As of Dec. 31, 2002, Rotech had nearly $480 million of debt
outstanding.

The speculative-grade ratings on privately held Rotech, which
emerged from its parent's bankruptcy as an independent company
in March 2002, reflect the company's vulnerability to third-
party reimbursement, cost-containment pressures, and a narrow
business focus. These challenges are partly offset by the
company's operating efficiency and leading position in its niche
industry segment.

"The negative outlook reflects that ratings could be lowered if
the new federal investigation introduces financial demands or
operating constraints that impede Rotech's ability to perform as
expected, to execute its high-margin growth strategy, or to
maintain adequate levels of liquidity," said Standard & Poor's
credit analyst Jill Unferth.

Orlando, Florida-based Rotech provides home respiratory care
services (which represent about 80% of 2002 revenue) and durable
medical equipment (about 18%) to patients with breathing
disorders. The company has grown rapidly through acquisitions,
and it currently operates more than 500 centers located
principally in non-urban markets throughout the U.S.

The company's financial performance depends on Medicare
reimbursement policies, particularly for respiratory therapy.
Medicare, Medicaid, and the Veterans Administration (which
closely tracks Medicare rates) constitute nearly 70% of sales.
Cuts in 1998 and 1999 reduced rates for home oxygen services by
more than 30%. Although a portion was later restored, future
reductions are possible. Consequently, Rotech's operating
efficiency and cost management are important ratings factors.

Rotech's performance also depends on continued sales growth for
higher margin respiratory therapy equipment and services, as
well as durable medical equipment. The company is expected to
continue making modest acquisitions that expand its network and
to further improve its billing and collections systems.


SAFETY-KLEEN: Voting Deadline for Plan Extended to July 25, 2003
----------------------------------------------------------------
Safety-Kleen Corp., has voluntarily extended until July 25,
2003, the period of time for lenders under the Company's pre-
petition secured credit facility to cast their votes regarding
the Company's proposed Chapter 11 reorganization plan. The
original deadline was May 2, 2003.

Safety-Kleen voluntarily filed for Chapter 11 protection on
June 9, 2000, and the disclosure statement associated with the
Company's proposed Chapter 11 reorganization plan was approved
by the U.S. Bankruptcy Court for the District of Delaware on
March 20, 2003.

"As we have said all along, this is a large and complex
reorganization and some of our lenders wanted additional time to
develop an appropriate credit facility to support our emergence
from Chapter 11," said Safety-Kleen Chairman, CEO and President
Ronald A. Rittenmeyer. "We wanted to accommodate them, so we
asked the Court to reschedule our May 5th confirmation hearing."

Rittenmeyer explained that, due to the Bankruptcy Court's full
calendar and the amount of time requested by the lenders, the
Court rescheduled the confirmation hearing for August 1, 2003.

"We're encouraged by the strong support for the plan we have
seen to date and, pending final Court approval, we believe we
can complete the remaining steps in the bankruptcy court
approval process within the third quarter of this year," he
added.

A copy of the Court-approved disclosure statement and proposed
Chapter 11 reorganization plan, and related documents, is
available on-line at http://www.safety-kleen.comor at  
http://www.safetykleenplan.com


SAFETY-KLEEN: Clean Harbors Wants $17-Million Refund Protection
---------------------------------------------------------------
Clean Harbors, Inc. asks Judge Walsh to compel Safety-Kleen
Corp., and debtor-affiliates to provide Clean Harbors with
"adequate protection" of its interest in that portion of the
cash purchase price "conditionally delivered" by Clean Harbors
to Safety-Kleen for the purchase of the Chemical Services
Division assets of Safety-Kleen Services, Inc., pending
determination of the parties' rights in the funds by an
arbitrator.

Michael R. Lastowski, Esq., at Duane Morris LP, in Wilmington,
Delaware tells Judge Walsh that the Debtors have violated the
requirements of the Bankruptcy Code by neglecting or refusing to
segregate and account for Clean Harbors' cash collateral, and by
refusing to provide Clean Harbors with adequate protection of
its interest in that collateral held by the Debtors under the
CHD Acquisition Agreement.

More specifically, Mr. Lastowski says, Safety-Kleen has refused
to segregate that portion of the Unadjusted Cash Purchase Price
to which Clean Harbors is entitled under the Acquisition
Agreement pending a resolution between Safety-Kleen and Clean
Harbors about the disputes, which have arisen regarding
adjustments to be made under the terms of the Acquisition
Agreement to the ultimate Cash Purchase Price.  Clean Harbors,
therefore, seeks adequate protection as to amount of the Working
Capital Deficiency to which Clean Harbors is entitled to be
refunded from Safety-Kleen.

                    The Acquisition Agreement

In the Sale Order, Judge Walsh authorized Services to sell, free
and clear of liens and encumbrances, substantially all of the
assets of its Chemical Services Division to Clean Harbors in
accordance with the terms of the Acquisition Agreement.  That
Agreement provides that, at Closing, in addition to the
assumption by Clean Harbors of certain defined Assumed
Liabilities of the CSD Business, Clean Harbors would pay Safety-
Kleen $34,330,000 in cash, subject to post-closing adjustments
identified in the Acquisition Agreement.  The most important
adjustment required comparison of the Working Capital of the CSD
Business as of the date immediately prior to Closing with the
Working Capital of the CSD Business as of August 31, 2001.

Under the Acquisition Agreement's terms, within five days of the
Working Capital determination of the existence of a Working
Capital Surplus or a Working Capital Deficiency, Clean Harbors
is obligated to pay to Safety-Kleen the amount of any Working
Capital Surplus, and Safety-Kleen is obligated to return to
Clean Harbors the amount of any Working Capital Deficiency.  
Safety-Kleen was obligated to deliver to CH the Working Capital
Statement no later than 120 days following the Closing.  The
accounting principles to be used in the preparation of the
Working Capital Statement were likewise to be defined and
included in the Working Capital Statement.  Additional
supporting documents to be delivered to Clean Harbors are
described in the Acquisition Agreement.

The grounds for and mechanism by which Clean Harbors may object
to the Working Capital Statement, Safety-Kleen's obligation to
immediately pay any undisputed portion of any Working Capital
Deficiency to Clean Harbors, and the parties' agreement to
submit the matter to arbitration in the event they are unable to
resolve any disputes regarding the Working Capital Statement are
likewise spelled out in the Acquisition
Agreement.

                     Closing and Post-Closing Events

At the Closing on September 10, 2002, Clean Harbors delivered to
Safety-Kleen $26,696,234.22 in cash.  An additional $4,000,000
was placed in escrow pending delivery by Safety-Kleen of certain
releases. On January 8, 2003, Safety-Kleen delivered to Clean
Harbors a proposed Working Capital Statement that shows a
Working Capital Surplus due to Safety-Kleen amounting to
$3,000,000, although to arrive at this calculation, Safety-Kleen
acknowledged that it had eliminated from consideration
approximately $5,000,000 of liabilities that would have shown,
if included, that Safety-Kleen owed CH approximately $2,000,000.

After informal efforts to understand the differences between the
parties, on February 22, 2003, Clean Harbors delivered to
Safety-Kleen its objection to the Working Capital Statement in
which CH showed a Working Capital Deficiency due to Clean
Harbors totaling $21,737,603. Since that time, the parties have
continued to discuss the components of the Working Capital
Adjustment.  Based on information now available to it, Clean
Harbors believes that the Working Capital Deficiency returnable
to Clean Harbors from the Unadjusted Cash Purchase Price is
approximately $17,000,000.

                 No Segregation; Money Dissipated

Despite the considerable informal efforts to reach a resolution
of their dispute, Safety-Kleen has declined to revise the
Working Capital Statement to reflect any amounts due to Clean
Harbors.  In accordance with the terms of the Acquisition
Agreement, Clean Harbors and Safety-Kleen seek to designate an
arbitrator to resolve the Working Capital issues.  However,
Safety-Kleen has acknowledged to Clean Harbors that the
Unadjusted Cash Purchase Price has not been segregated or  
accounted for, and has been "dissipated" in the ordinary course
of Safety-Kleen's business.

                    Cash Collateral Interest

Mr. Lastowski argues that, under the Acquisition Agreement,
Clean Harbors' delivery of the Unadjusted Cash Purchase Price to
Safety-Kleen at the Closing was conditional, subject at all
times to Clean Harbors' right to a return of any Working Capital
Deficiency as determined after the Closing in accordance with
the terms of the Acquisition Agreement. This conditional
delivery, and the "clear effect" of the language of the
Acquisition Agreement, created a bailment relationship between
the parties.  Mr. Lastowski reminds Judge Walsh that the classic
definition of the creation of a bailment is "the delivery of
personal property by one person to another in trust for a
specific purpose pursuant to an express or implied contract to
fulfill that trust."  Inherent in the bailment relationship "is
the requirement that the property be returned to the bailor, or
duly accounted for by the bailee, when the purpose of the
bailment is accomplished, or that it be kept until it is
reclaimed by the bailor."

The Bankruptcy Code defines "cash collateral" to include deposit
accounts or other cash equivalents in which an estate and an
entity other than the estate have an interest whether existing
before or after the commencement of the case under this title."  
The Code further requires that a debtor "segregate and account
for any cash collateral" in the debtor's possession, custody or
control.  The Court is to prohibit or condition the use of cash
collateral by a debtor as is necessary to provide adequate
protection of the non-debtor party's interest.

Mr. Lastowski concludes that, as a bailee, Safety-Kleen holds
the Unadjusted Cash Purchase Price subject to Clean Harbors'
interest because the Unadjusted Cash Purchase Price is cash
collateral within the meaning of the Bankruptcy Code.

The Debtors have wrongfully commingled the Unadjusted Cash
Purchase Price with the cash proceeds of the non-selling
Debtors.  At the present time, according to the Debtors, Clean
Harbors is left only with a claim against Services.  Safety-
Kleen's depletion of the Unadjusted Cash Purchase Price is a
violation of the Bankruptcy Code and must be reversed by the
Court's Order.  In the alternative, Safety-Kleen must be
required to offer to Clean Harbors adequate protection that is
the "indubitable equivalent" of Clean Harbors' interest in the
Unadjusted Cash Purchase Price.  Finally, Safety-Kleen's
suggestion that Services' access to a secured line of credit is
sufficient to assure Clean Harbors of payment in is complete
contravention of the Bankruptcy Code and is rejected. (Safety-
Kleen Bankruptcy News, Issue No. 56; Bankruptcy Creditors'
Service, Inc., 609/392-0900)    


SCORES HOLDING: Enters into Acquisition Pact with Go West Ent.
--------------------------------------------------------------
On March 31, 2003, Scores Holding Company, Inc., entered into an
Acquisition Agreement with Go West Entertainment, Inc., Richard
Goldring, William Osher and Elliot Osher. The purpose of the
Agreement was to "unwind" most of the transaction of March 11,
2002 in which Scores first acquired Go West.  Scores transferred
7,500,000 shares of Go West to Goldring and the Oshers, which
constituted all of Go West's outstanding equity securities. Each
Purchaser received 2,500,000 shares of Go West. The Purchasers
transferred back to Scores the consideration they received when
they sold Go West to Scores consisting of 10,000,000 shares of
Scores' common stock. These shares will be cancelled or held as
treasury shares. The Acquisition Agreement also has an
"antidilution" provision under which, in the event Scores issues
shares of its common stock for any purpose, the Purchasers will
be issued that number of additional shares of Scores common
stock necessary for them to maintain collectively a holding of
63.6% of Scores outstanding common stock. This percentage is
equal to the holdings of the Purchasers as of December 31, 2002,
after giving effect to the Go West transaction. This provision
for additional shares is effective for eighteen months from the
date of the Acquisition Agreement. Goldring will be issued
shares necessary for him to maintain a 46% interest and each of
the Oshers will be issued shares necessary for each of them to
maintain a 8.8% interest. The transaction was approved by the
Board of Directors of Go West and Scores. As a result of this
transaction, Scores Holding has divested its interest in the
Scores West adult nightclub under construction on the west side
of Manhattan, New York.

In consideration for all payments made by Scores on behalf of Go
West for the construction of the Scores West nightclub, Go West
has given to Scores its Secured Promissory Note for
$1,636,264.08. The principal of the Note is payable in sixty
monthly installments commencing with November 1, 2003 and ending
on October 1, 2008. The first twelve monthly installments of
principal are $10,000 each. The next forty-eight installments of
principal are $31,589 each. Interest at the rate of 7% per annum
will accrue on the unpaid balance of principal until maturity.
Interest payments are due monthly with each installment of
principal commencing with November 1, 2003. The Note is secured
by Go West's leased interest in its New York nightclub.

Immediately after the closing of the transfer of Go West, Scores
entered into a Master License Agreement with Entertainment
Management Services, Inc. The Master License grants to EMS the
exclusive worldwide license to use and to grant sublicenses to
use the "SCORES" trademarks in connection with the ownership and
operation of upscale, adult-entertainment cabaret night
clubs/restaurants and for the sale of merchandise by such
establishments. Merchandise must relate to the nightclub that
sells it, and may be sold at the nightclub, on an internet site
maintained by the nightclub, by mail order and by catalogue. The
term of the Master License is twenty years. EMS has the option
to renew the Master License for six consecutive five-year terms.
Scores will receive royalties equal to 4.99% of the gross
revenues of all sublicensed clubs that are controlled by EMS.
Scores will also receive royalties equal to 50% of the gross
revenues generated by sublicensing use of the SCORES name to
adult entertainment nightclubs that are not controlled by EMS.

EMS then entered into a Sublicense Agreement with Go West. This
Sublicense authorizes GO West to use the "SCORES" brand name at
its Scores West adult nightclub under construction on the West
Side of Manhattan, New York. Go West will pay royalties to EMS
equal to 4.99% of the gross revenues earned by Go West at Scores
West. All of these royalties will be paid by EMS to Scores under
the Master License Agreement. The term of the Sublicense
continues as long as Scores West continues in operation.

In connection with these transactions, Scores amended its
Intellectual Property Assignment Agreement with Scores
Entertainment, Inc.  SEI operates the independently owned Scores
Showroom, an adult entertainment nightclub located on East 60th
Street in New York City. Under the Intellectual Property
Assignment Agreement, Scores acquired the rights to SEI's
Diamond DollarTM program. In consideration for these rights,
Scores issued to SEI 700,000 shares of its restricted common
stock and a five year warrant to acquire 350,000 shares of
common stock for $3.50 per share, and agreed to pay SEI a
license fee equal to 25% of all revenues generated from the
Diamond DollarsTM program at the Scores Showroom nightclub.

Under the amendment, license fees are no longer paid for
revenues generated by the Diamond Dollars(TM) program at Scores
Showroom. SEI also entered into a Sublicense Agreement with EMS.
This Sublicense authorizes SEI to use the "SCORES" brand name at
its Scores Showroom nightclub. SEI will pay royalties to
EMS equal to 4.99% of the gross revenues earned by SEI at Scores
Showroom. All of these royalties will be paid by EMS to Scores
under the Master License Agreement. The term of the Sublicense
continues as long as Scores Showroom continues in operation.

Prior to entering into the Master License, EMS was inactive.
Immediately after the closing of the transfer of Go West to the
Purchasers, Richard Goldring and William Osher entered into an
Acquisition Agreement with EMS. Both Richard Goldring and
William Osher exchanged the 2,500,000 shares of common stock of
Go West they received from Scores under the Acquisition
Agreement with EMS in return for 50 shares each of EMS common
stock. As a result, EMS owns 66.7% and Elliot Osher owns 33.3%
of Go West's outstanding common stock. Richard Goldring and
William Osher each own 50% of EMS's outstanding common stock.

Richard Goldring, Scores' President, Chief Executive Officer,
and Director, will become the President and Chief Executive
Officer of Go West. Scores' Employment Agreement with Mr.
Goldring dated July 1, 2002 has been amended to provide for an
annual salary of $104,000. All other terms of the Employment
Agreement will remain in effect. Mr. Goldring has entered into
an Employment Agreement with Go West. Scores accrued obligation
of unpaid salary to Mr. Goldring will be paid by Go West.

Elliot Osher's employment with Scores was terminated in
connection with the Go West "unwinding" transaction and he will
become an employee of Go West. Mr. Osher will retain his offices
as Scores' Secretary and Director. Scores accrued obligation of
unpaid salary to Mr. Osher will be paid by Go West.

William Osher's employment with Scores was terminated in
connection with the Go West "unwinding" transaction and he will
become an employee of Go West. Mr. Osher will retain his offices
as Scores' Vice President and Director. Scores accrued
obligation of unpaid salary to Mr. Osher will be paid by Go
West.

Scores has indicated it entered into these transactions in order
to implement a new business strategy that will be to actively
market the "SCORES" brand name in order to take full advantage
of the name and its recognition value. The Company will seek to
generate revenue by granting licenses to use the "SCORES" brand
name to adult entertainment nightclubs. It will also shift its
focus to take advantage of merchandising opportunities as well
as opportunities in other media outlets.

Scores states that it determined potential investors perceived
that the Company faced unknown and unnecessary risks in
building, owning and operating an adult entertainment nightclub.
The perceived risks include regulatory issues, zoning
restrictions, construction issues and ongoing operating
liabilities. Consequently, Scores believes it was becoming
increasingly difficult to obtain additional funding because of
the perceived risks related to operating an adult nightclub
under public ownership. The Company believes the best method to
obtain funding is to license the "SCORES" brand name and engage
in merchandising campaigns, and not by operating a club.

As of its latest Form 10-Q filing at September 30, 2002, the
company posted a working capital deficit of $254,025 and total
shareholders' equity deficit of $38,441.


SOUTHERN STATES POWER: Ability to Continue Operations Uncertain
---------------------------------------------------------------
Southern States Power Company, Inc. is a business development
company that has elected to be regulated pursuant to Section 54
of the Investment Company Act of 1940.  A business development
company is an investment company designed to assist eligible
portfolio companies with capital formation.  Business
development companies are required to offer, and many times do
render, substantial and continuing  management advice.

Since its designation as a business development company,
Southern States has made investments in the following companies:  
Agua Mansa Bioenergy, LLC; Biofuel Exchange Corporation; Buckeye
Biofuels, LLC; and  U.S. Fuel Partners, LLC. Southern States has
not been successful in realizing any returns on its investments.

A bank note payable in the amount of $1,103,000 as of
January 31, 2003, was secured by generators that the Company was
holding for sale.  In August 2002, the Company and the lender
agreed to restructure the obligation. According to the terms of
the Amended Agreement, the Company was to make interest-only
payments of prime plus 0.5% on the balance due, with the
principal due in lump sum on March 15, 2003.  The Company was
unable to make the principal payment so the debt and ownership
of the generators was transferred on March 15, 2003 to a
shareholder of the Company, who served as a personal guarantor
on the note.  Management believes the Company will be required
to indemnify the guarantor of any losses suffered as a result of
a subsequent sale.

For the three months ended January 31, 2003 the company
generated no revenues from operations as compared to $7,000 for
the same period a year earlier ending January 31, 2002.  
Revenues for the 2002 quarter included $7,000 in fees from fuel
sales.  Fuel sales declined in the quarter ended January 31,
2003 owing to the Company's focus on developing its business
model as a business development company.

Total general and administrative expenses were $210,000 for the
three months ended January 31, 2003 compared to general and
administrative expenses for the comparable period in 2002 of
$598,000.  The $388,000 decrease between the two periods is
primarily attributable to the Company's change in focus to a
business  development company.

The Company incurred a loss of $416,000 for the quarter ended
January 31, 2003, compared to a loss of $712,000 for the first
quarter of the prior year, a decrease of $296,000. However, the
Company incurred a loss of $2,453,000 for the nine month period
ended January 31, 2003, compared to a loss of $2,212,000 for the
same nine month period of the prior year, an increase of
$241,000.

As of January 31, 2003, the Company had total current assets of
$24,000, including $4,000 in cash and $20,000 in other current
assets.  During this same period the Company's total current
liabilities exceeded current assets by $2,369,000.  The
Company's primary available source for generating cash for
operations is through the issuance of common stock and notes
payable.

The Company's ability to raise money through the issuance of
common stock is conditional upon the market for the Company's
stock.  Management has no assurance that any funds will be
available, or that any funds made available will be adequate for
the Company to continue as a going concern.  If the Company is
not able to generate positive cash flow from operations, or is
unable to secure adequate funding under acceptable terms, there
is doubt that the Company can continue as a going concern.


SPECTRULITE CONSORTIUM: Taps Guilfoil Petzall as Corp. Counsel
--------------------------------------------------------------
Spectrulite Consortium, Inc., asks for permission from the U.S.
Bankruptcy Court for the Southern District of Illinois to employ
Guilfoil Petzall & Shoemake, L.L.C. as special corporate
counsel.

The Debtor relates that Guilfoil Petzall & Shoemake, L.L.C., has
served as general corporate law counsel for at least 15 years.  
The Debtor requests that the court approve the continued
employment of Guilfoil Petsall as special corporate law counsel
and to perform other legal services required to effectively and
efficiently operate its business while in Chapter 11.

Guilfoil Petzall will not duplicate services performed by the
Debtors' bankruptcy counsel and the two firms will make all
efforts to ensure that their services are rendered in an
economic and efficient means.

The professional services that the Guilfoil Petzall will render
to the bankruptcy estate will include consultation on historical
corporate matters necessary to administer the bankruptcy estate.
The Debtor points out that Guilfoil Petzall has already rendered
invaluable assistance to the Debtor's bankruptcy counsel in this
proceeding.

The Debtor assures the Court that Guilfoil Petzall will not
undertake any representation of the Debtor related to the
prosecution of this Chapter 11 case, except as may be requested
by the Debtor or its bankruptcy counsel.

To the best of the Debtor's knowledge, the members and
associates of the Guilfoil Firm do not have any connection with
the Debtor, its creditors, or any other party-in-interest or
their respective counsel.

Gerhard J. Petzall, Esq., member of Guilfoil, Petzall &
Shoemake, L.L.C., will lead the engagement team.  His current
hourly rate is $275 and the hourly rate for J. Randolph Parham,
Esq., the lawyer who will spend the most time on this
engagement, is $195.  The hourly rates for Guilfoil Petzall
attorneys who may provide services in this engagement range from
$150 for junior associates to $375 for senior members.

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


SPIEGEL INC: Receives Final Approval for $400-Mil. DIP Financing
----------------------------------------------------------------
The Spiegel Group (Spiegel, Inc.) has received final Bankruptcy
Court approval for the full amount of its $400 million senior
secured debtor-in- possession financing facility. A consortium
of banks, led by Bank of America, N.A., Fleet Retail Finance
Inc. and The CIT Group/Business Credit, Inc., will provide the
DIP financing facility. Banc of America Securities LLC arranged
this financing.

The DIP facility is an asset-based facility, with loan
availability tied to a borrowing base test measured by the value
of the company's inventory, receivables and other collateral on
a regular basis. $50 million of the DIP facility is specifically
available to fund receivables generated under the consumer
credit cards issued directly by the company's merchant
divisions. Under the terms of the agreement, this $50 million
expires upon either the company's termination of the $50 million
financing or 120 days after the date of the final order,
whichever occurs first. Upon such termination, the amount
available under the DIP facility will be reduced to $350
million.

The DIP facility will supplement the company's cash flow from
operations to fund its operations, including the purchase of
goods and services, during the restructuring period. The company
continues to believe that this financing, together with its
current cash reserves and cash flow from its operations, will be
sufficient to fund its operations during the reorganization
process. As previously announced on March 17, 2003, the Court
approved $150 million of interim financing under this facility.

"The Court's final approval of our DIP financing is another
important step forward as we continue our efforts to restore the
financial health of our business," stated Bill Kosturos, interim
chief executive officer and chief restructuring officer of The
Spiegel Group. "This financing facility enables The Spiegel
Group to continue to operate smoothly throughout the
reorganization process."

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


SWEETHEART HOLDINGS: Fiscal Q2 Earnings Conference Call Today
-------------------------------------------------------------
Sweetheart Holdings Inc., recently released its results for the
second fiscal quarter ended March 30, 2003 via the filing of its
Quarterly Report on Form 10-Q. The senior management of
Sweetheart Holdings Inc. will hold a conference call today at
1:00 p.m. Eastern Time to discuss these results.

This call is being webcast by CCBN and can be accessed in the
Investor's section of the Company's Web site at
http://www.sweetheart.com You will need Windows Media software  
to access this webcast.

The webcast is also being distributed over CCBN's Investor
Distribution Network to both institutional and individual
investors. Individual investors can listen to the call through
CCBN's individual investor center at www.companyboardroom.com by
visiting any of the investor sites in CCBN's Individual Investor
Network. Institutional investors can access the call via CCBN's
password-protected event management site, StreetEvents --
http://www.streetevents.com

The call will be available for playback until 11:59 pm on
Monday, May 26, 2003.

If there are any problems accessing the webcast, please contact
Sweetheart at (410) 363-1111.

As reported in Troubled Company Reporter's April 11, 2003
edition, Standard & Poor's Ratings Services lowered its
corporate credit ratings on Owings Mills, Maryland-based
Sweetheart Holdings Inc. and its wholly owned subsidiary
Sweetheart Cup Co. Inc., to 'SD', or selective default, from
'CC' and removed them from CreditWatch following completion of
Sweetheart's exchange offer for its subordinated notes due 2003.
The rating on these notes has been lowered to 'D' and will be
withdrawn soon.

"The rating actions follow the consummation of Sweetheart Cup's
offer to exchange its 12% senior subordinated notes for new
senior notes due in July 2004", said Standard & Poor's credit
analyst Cynthia Werneth. "The amount of the notes tendered and
exchanged equals $93.375 million, or approximately 85% of the
aggregate principal amount of notes outstanding. Standard &
Poor's deems this a distressed exchange, tantamount to a
default. Standard & Poor's will not maintain a rating on the
$16.625 million of 2003 notes that were not tendered and
exchanged."


SWING STREET CLO: S&P Affirms BB+ Class D-1 & D-2 Note Ratings
--------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on the
class B-1, B-2, and C notes issued by Swing Street CLO 2001-1
Ltd., a static pool balance sheet CLO transaction. At the same
time, the ratings assigned to the class A, D-1, and D-2 notes
are affirmed.

The raised ratings reflect factors that have increased the level
of credit enhancement available to support the notes since the
transaction was originated in December 2001. Since Swing Street
CLO 2001-1 Ltd. is a static pool CDO, all principal proceeds
received off of the assets are used to pay down the liabilities
from inception. As a result, there has been a significant
increase in the level of overcollateralization available to
support the rated notes since the transaction was originated.
Through the March 7, 2003 payment date report, the class A notes
have cumulatively paid down by $342.805 million, improving the
class A overcollateralization ratio to 125.73%, versus an
effective date ratio of 113.64% and a required minimum ratio of
111.64%. The class B overcollateralization ratio was 113.56%,
versus an effective date ratio of 107.53% and a required minimum
ratio of 105.53%.

In addition, the transaction has a feature in the interest
waterfall that directs excess spread to pay down the principal
balances of the class C and D notes on a pro rata basis before
any interest is distributed to equity until these note balances
have been paid in full. Since the transaction was originated,
the class C, D-1, and D-2 note balances have been reduced by
$1.361 million, $1.825 million, and $0.636 million,
respectively. As a result, the class C and D
overcollateralization ratios have improved since origination.
According to the March 7, 2003 report, the class C
overcollateralization ratio was 111.96%, versus an effective
date ratio of 106.52% and a minimum required ratio of 104.52%;
and the class D overcollateralization ratio was 108.69%, versus
an effective date ratio of 104.44% and a minimum required ratio
of 102.44%.

Standard & Poor's has reviewed the results of current cash flow
runs generated for Swing Street CLO 2001-1 Ltd. to determine the
level of future defaults the rated tranches can withstand under
various stressed default timing and interest rate scenarios,
while still paying all of the interest and principal due on the
notes. When the results of these cash flow runs were compared
with the projected default performance of the performing assets
in the collateral pool, it was determined that the credit
enhancement available justified the raised ratings. Standard &
Poor's will continue to monitor the performance of the
transaction to ensure that the ratings assigned continue to
reflect the credit enhancement available to support the rated
notes.
   
                        RATINGS RAISED
   
                Swing Street CLO 2001-1 Ltd.
   
                       Rating
        Class     To          From    Balance (mil. $)
        B-1       AAA         AA               25.228
        B-2       AA-         A                 16.13
        C         A-          BBB               5.911
           
                       RATINGS AFFIRMED
   
                Swing Street CLO 2001-1 Ltd.
   
        Class     Rating      Balance (mil. $)
        A         AAA                 385.819
        D-1       BB+                    9.65
        D-2       BB+                   3.364


TELESYSTEM INT'L: Reports Improved Operating Results for Q1 2003
----------------------------------------------------------------
Telesystem International Wireless Inc. (TSX, "TIW", Nasdaq,
"TIWI") reported its results for the first quarter ended
March 31, 2003.

Consolidated operating income before depreciation and
amortization (EBITDA) from continuing operations increased 61%
to $81.4 million compared to $50.7 million for the first quarter
of 2002. The strong EBITDA growth reflects the continued solid
financial performance in Romania and improved results in the
Czech Republic where the Company's operating subsidiary recorded
a fifth consecutive quarter of positive EBITDA. Operating income
from continuing operations almost doubled to $30.4 million
compared to $16.6 million for the same period last year.

During the quarter, TIW's financial position improved
significantly and the Company repaid the total amount
outstanding on its bank facility. TIW closed the sale of a
minority interest in MobiFon for proceeds of $42.5 million and
also closed the sale of its Brazilian cellular operations for
total cash proceeds of $70 million. On April 25, 2003, TIW
redeemed $48 million in principal amount of 14% Senior
Guaranteed Notes plus accrued interest.

"Cash distributions from MobiFon and the sale of assets have
allowed TIW to retire its corporate bank facility before its
June 2003 maturity and to reduce total corporate indebtedness by
over $95 million since the beginning of the year. TIW's
corporate indebtedness now consists essentially of US$172
million in Senior Notes due December 2003," said Bruno Ducharme,
President and Chief Executive Officer of TIW. "MobiFon paid a
$59 million dividend to its shareholders in late April 2003 and
we expect further distribution during 2003. Our priority at the
corporate level for 2003 is to refinance our Senior Notes on
terms that will give TIW more financial flexibility and more
choices going forward."

"Both MobiFon and Cesky Mobil are off to a solid start in 2003.
Cesky Mobil's strategy of targeting postpaid subscriber growth
is generating strong results. Cesky Mobil added 75,000 postpaid
subscribers representing 83% of its net additions during the
quarter," said Alexander Tolstoy, President and Chief Executive
Officer of ClearWave. "In Romania, MobiFon moved swiftly to take
advantage of the newly liberalized market with a strong focus on
offering new international long distance services to its key and
corporate accounts while it continues to record an outstanding
financial performance, generating strong EBITDA."

                    Results of Operations

TIW recorded net subscriber additions for the first quarter of
148,150 to reach total subscribers from continuing operations of
4,075,500, up 25% compared to 3,253,900 at the end of the first
quarter of 2002. Consolidated service revenues increased 37% to
$189.4 million compared to $138.7 million for the first quarter
of 2002. The strong revenue growth, lower selling, general and
administrative expenses as a percent of revenues and continued
cost management at the corporate level resulted in an operating
income of $30.4 million compared to $16.6 million for the same
period last year.

Income from continuing operations was $11.8 million, or $0.03
per share compared to income from continuing operations of $39.5
million or $0.12 per share for the first quarter of 2002. The
2003 income from continuing operations includes a pre-tax non-
cash gain of $19.8 million on the sale of a minority interest in
MobiFon, while the 2002 income from operations includes a pre-
tax non-cash gain of $47.7 million related to the financial
restructuring of the Company completed in the first quarter of
2002. Net income for the first quarter 2003 amounted to $3.0
million or $0.01 per share compared to a net income of $39.5
million or $0.12 per share for the first quarter 2002. The 2003
figure includes a loss of $8.8 million on the sale of
discontinued operations.

MobiFon S.A. - Romania

MobiFon, the market leader in Romania with an estimated 51%
share of the cellular market, added 37,500 net subscribers for
the first quarter for a total of 2,672,700, compared to
2,180,500 subscribers at the end of the same 2002 period, an
increase of 23%. The pre-paid/post-paid mix at the end of the
first quarter 2003 was 65/35 compared to 64/36 a year ago,
consistent with the higher proportion of prepaid subscribers
added during the last 12 months. MobiFon has recently positioned
itself to take advantage of the telecom market deregulation
which ended Romtelecom's monopoly as of January 1, 2003 and
enabled direct interconnection with a number of international
service providers and this positioning has already generated
improved international revenue margins.

Service revenues reached $113.1 million, an increase of 18%, due
to a larger subscriber base, including a larger proportion of
prepaid subscribers, compared to $96.0 million for the first
quarter last year. SG&A expenses decreased to 21% of service
revenues compared to 22% for the 2002 corresponding period.
EBITDA increased 25% to $65.8 million compared to $52.6 million
for the same period last year and EBITDA as a percentage of
service revenue improved to 58% compared to 55% in the quarter
ending March 31, 2002. Operating income rose 12% to $35.8
million compared to $32.0 million for the first quarter in 2002.

Cesky Mobil a.s. - Czech Republic

Cesky Mobil added 90,800 net subscribers in the first quarter to
reach 1,270,600, an increase of 29% compared to 987,100
subscribers at the end of the first quarter of 2002. The
Company's focus on post-paid growth was very successful and
resulted in the addition of 75,300 post-paid subscribers
representing 83% of net additions during the quarter. As a
result, the Company's prepaid/post-paid mix as of March 31, 2003
was 61/39 compared to 73/27 at March 31, 2002. Cesky Mobil
estimates it held a 14% share of the national cellular market as
of March 31, 2003, compared to a 13% share at the same time last
year. During the past 12 months, management estimates cellular
penetration in the Czech Republic increased to 86% from 73% at
the end of the first quarter of 2002 when Cesky Mobil recorded
128,700 net subscriber additions.

Service revenues increased 78% to $76.3 million compared to
$42.7 million for the first quarter of 2002. Cesky Mobil
recorded EBITDA of $17.3 million, its fifth consecutive quarter
of positive EBITDA, compared to EBITDA of $0.9 million for the
same period last year. This improvement reflects the revenue
impact of solid subscriber growth and the economies of scale
realized as the fixed costs are spread over the larger
subscriber base. SG&A expenses declined to 29% of service
revenues compared to 39% for the same period last year.
Operating loss improved to $3.8 million compared to $12.6
million for the first quarter of 2002.

Corporate and Other

The Company's wireless operations in India and other corporate
activities recorded negative EBITDA of $1.6 million for the
first quarter ended March 31, 2003 compared to negative EBITDA
of $2.7 million for the same period last year. The improvement
reflects mainly a reduction in corporate overhead following the
Company's restructuring.

               Liquidity and Capital Resources

For the first quarter of 2003, operating activities provided
cash of $46.5 million compared to $18.9 million in 2002 mainly
explained by the increase in the first quarter 2003 EBITDA over
the corresponding period in 2002 offset by higher taxes paid by
MobiFon in 2003.

Investing activities provided cash of $10.6 million for the
first quarter ended March 31, 2003, compared to using cash of
$54.6 million in the corresponding 2002 period. During the 2003
period, the Company received net partial proceeds of $39.0
million from the sale of a minority interest in MobiFon. These
proceeds were partially offset by lower acquisitions of
property, plant and equipment of $29.8 million, in line with
lower subscriber growth experienced during the period.

Financing activities used cash of $20.3 million in the first
quarter of 2003. The Company repaid the total amount outstanding
of $47.4 million of its senior corporate bank facility and
retired the facility March 26 2003. During the quarter, TIW's
subsidiaries in Central and Eastern Europe drew $27.1 million
from their long-term credit facilities.

Discontinued operations provided cash of $68.1 million on the
first quarter of 2003 representing proceeds of $70.0 million
from the sale of the Company's Brazilian operations, partially
offset by exit costs incurred during the quarter.

During the first quarter 2003, we closed the sale of an 11.1
million share interest in MobiFon to an affiliate of Emerging
Markets Partnership for a total cash consideration of $42.5
million of which $40.0 million was received on March 19, 2003
and the remaining is due in May 2003.

We also closed the sale of our Brazilian cellular operations to
Highlake International Business Company Ltd., an affiliate of
Opportunity Fund, for total cash proceeds of $70.0 million on
March 26, 2003. Outstanding litigation between TIW and the
Opportunity group of companies has also been settled as part of
this transaction.

Cash and cash equivalents at the end of the first quarter ended
March 31, 2003 totaled $165.7 million, including $71.3 million
at the corporate level. On April 25, 2003, TIW redeemed $48
million in principal amount of Senior Notes plus accrued
interest.

As of March 31, 2003, total consolidated indebtedness was $1.0
billion, of which $227.0 million was at the corporate level,
$283.7 million at MobiFon and $493.3 million at Cesky Mobil.
Total indebtedness at the TIW level was mainly comprised of
$225.7 million in Senior Notes including related accrued
contingent payments of $5.2 million. As a result of the April
25, 2003 repayment, the principal amount currently outstanding
on the Senior Notes has been reduced to $172.5 million.
Considering the short term maturity of the Senior Notes due
December 2003, committed cash obligations of the Company for the
upcoming 12 months exceed its committed sources of funds and
cash on hand. As previously reported, there is significant
uncertainty as to whether the Company will have the ability to
continue as a going concern. The Company continues to review
opportunities to refinance its corporate debt, raise new
financing and sell assets.

On April 23, 2003 MobiFon paid a dividend of Lei 1.974 trillion
(approximately $59.1 million), to its shareholders. ClearWave's
share of the dividend was approximately $33.5 million. ClearWave
also already received, during 2002, its pro-rata share of
distributions, amounting to $24.6 million, from MobiFon's
ongoing share repurchase program. Shareholders have until June
30, 2003 to tender their shares in order to realize their pro-
rata share of this distribution amount. Accordingly, ClearWave's
and the Company's ultimate ownership of MobiFon may vary between
57.1% and 57.7%, and 48.9% and 49.4% respectively throughout the
tender period, depending on the timing and the extent of each
shareholder's participation in the repurchase.

TIW is a leading cellular operator in Central and Eastern Europe
with almost 4.1 million managed subscribers. TIW is the market
leader in Romania through MobiFon S.A. and is active in the
Czech Republic through Cesky Mobil a.s. The Company's shares are
listed on the Toronto Stock Exchange ("TIW") and NASDAQ
("TIWI").

                           *   *   *

As reported in the Jan. 15, 2003, issue of the Troubled Company
Reporter, Standard & Poor's lowered its long-term corporate
credit rating on telecommunications company Telesystem
International Wireless Inc., to 'CCC+' from 'B-'. The outlook is
negative. At the same time, the rating on TIW's US$220 million
14% senior secured notes was lowered to 'CCC+' from 'B-'.

The ratings actions on the Montreal, Quebec-based company
reflect the refinancing risk of the US$220 million notes, which
mature in December 2003, and the structural subordination of the
debt at the corporate level.


TRANSTEXAS GAS: Files Joint Plan & Disclosure Statement in Texas
----------------------------------------------------------------
TransTexas Gas Corporation (OTCBB:TTXGQ) announced that on May
1, 2003, the Company, together with its wholly owned
subsidiaries, Galveston Bay Processing Corporation and Galveston
Bay Pipeline Company, filed its Joint Plan of Reorganization for
Debtors Under Chapter 11 of the Bankruptcy Code, and Joint
Disclosure Statement for Debtors' Joint Chapter 11 Plan of
Reorganization under Chapter 11 of the Bankruptcy Code, dated as
of May 1, 2003, in Case No. 02-21926 (Jointly Administered) in
the United States Bankruptcy Court for the Southern District of
Texas, Corpus Christi Division. The Plan and Disclosure
Statement are available on the Company's Web site at
http://www.transtexasgas.com

The Plan provides that certain current secured creditors will
obtain ownership of the reorganized company and provides no
recovery for the current equity security holders of the Company.

A Disclosure Statement Hearing is scheduled at 9:00 a.m.
(Central time) on May 30, 2003, in the Bankruptcy Court. The
time fixed for filing objections in the Bankruptcy Court to the
Disclosure Statement is May 23, 2003.

TransTexas is engaged in the exploration, production and
transmission of natural gas and oil, primarily in South Texas,
including the Eagle Bay field in Galveston Bay and the Southwest
Bonus field in Wharton County. Information on the Company,
including the Company's filings with the Securities and Exchange
Commission may be found on the Internet at
http://www.transtexasgas.com


TRISM: Wants to Extend Plan Filing Exclusivity through June 10
--------------------------------------------------------------
Trism Inc., and its debtor-affiliates ask for an extension of
time from the U.S. Bankruptcy Court for the Western District of
Missouri to exclusively file their Plan and Disclosure
Statement.

The Debtors report that the Committee of Unsecured Creditors has
recently proposed to amend the filed Plan and Disclosure
Statement.  The Amendment will change the existing Plan and
Disclosure Statement to accommodate this Court's denial of the
Debtors' Amended Motion Establishing Alternative Dispute
Resolution Procedures for Personal Injury and Other Tort Claims
Covered by the Debtors' Insurance Policies.

In order to accommodate a review by the Debtors' Board of
Directors and to provide all lawfully required notices, Debtors'
seek to extend the Exclusivity Period to run through June 10,
2003.

Trism, Inc., the nation's largest trucking company that
specializes in the transportation of heavy and over-dimensional
freight and equipment, as well as material such as munitions,
explosives and radioactive and hazardous waste, filed for
chapter 11 protection on December 18, 2001 in Western District
of Missouri. Laurence M. Frazen, Esq. at Bryan Cave LLP
represents the Debtors in their restructuring efforts. When the
Company filed for protection from its creditors, it listed $155
million in assets and $149 million in debts.


UNITED AIRLINES: First-Quarter 2003 Net Loss Tops $1.3 Billion
--------------------------------------------------------------
UAL Corporation (OTC Bulletin Board: UALAQ), the holding company
whose primary subsidiary is United Airlines, reported its first-
quarter financial results and its Monthly Operating Report for
March. The company noted that, despite recording a significant
quarterly loss, it maintained a strong cash position and met the
second monthly requirement of its debtor-in-possession financing
by a wide margin. In addition, United posted record operating
performance and achieved substantial cost reductions.

UAL's first-quarter loss was $1.3 billion, or a loss per basic
share of $14.16. This loss included $385 million in special
items described in the notes to the financial tables and does
not include a credit for income taxes. The special items
included $248 million in reorganization items and $137 million
in connection with the write-down of the company's investment in
and guarantee of debt for Air Canada. This performance compares
to a first-quarter 2002 tax-effected loss of $510 million, or a
loss per basic share of $9.22, including special items. The
company's operating loss was $813 million for the quarter.

Excluding special items, UAL's loss for the first-quarter
totaled $958 million, or a loss of $10.11 per basic share, which
did not include a credit for income taxes. The loss of $10.11
per basic share compares to First Call consensus estimates of a
$12.08 loss per basic share.

During the quarter, the company maintained a strong cash
position, ending the quarter with $1.6 billion in cash. United's
first-quarter cash burn from operations was $2 million per day,
and its total cash burn (adjusted to exclude a $92 million
debtor-in-possession (DIP) financing draw-down) was $4 million
per day. In addition, since the quarter ended, the company has
received a $365 million tax refund from the Internal Revenue
Service.

In March, United exceeded the second monthly requirement of its
DIP financing. One of the reasons United exceeded its DIP
covenants was the improvement in unit costs for the quarter. The
company's unit cost (operating expense per available seat mile)
increased 0.5%, but unit costs excluding its fuel subsidiary
decreased 1.6% year-over-year. Even with the quarter's
substantial increase in fuel prices, United outperformed nearly
all of its major competitors.

"The first quarter was particularly difficult, given travelers'
concerns about the conflict in Iraq, the weak economy and a
fierce low-fare environment, as well as speculation about our
company's future - speculation that is now abating," said Glenn
Tilton, chairman, president and chief executive officer. "While
much work needs to be done, United has made substantial progress
putting its house in order, most importantly through the
achievement of consensual wage and work-rule agreements with all
of its unions and the rapid implementation of non-labor cost
savings. Our new labor agreements give us the flexibility to
create a stronger, more resilient enterprise, and we are already
moving forward to implement them. Cost reduction has been our
most urgent priority; now we are intensifying our focus on
revenue-enhancing initiatives. Over the next several months, we
will accelerate efforts to make our products even more
attractive to our customers.

"Despite many external distractions, the people of United
continue to deliver great customer service and record
operational results," Tilton continued. "Indeed, our customer
satisfaction levels are improving, and we are achieving top
rankings in on-time performance. Because of our employees' hard
work and dedication, we are on track to make United a more
efficient airline, able to compete across markets and product
lines."

United also expects to see additional benefits from labor cost
savings in future quarters. At various times during calendar
year 2002, United's represented employees received contractual
wage and benefit increases, making quarter-over-quarter salary
and benefit cost comparisons difficult. Moreover, results for
the first quarter of 2003 do not incorporate the future impact
of work-rule changes that were effective on May 1.

Going forward, United's quarterly results will more
substantially reflect lower salary and benefit costs as well as
the added flexibility and productivity enhancements associated
with its new wage and work-rule agreements that went into effect
yesterday. These new agreements, along with capacity reductions,
are expected to reduce second quarter 2003 salaried and related
costs by $400-$500 million over second quarter 2002. Salary and
benefit improvements the company expects include the impact of
new wage reductions and a reduced number of pay bands for
pilots, new employee contributions to help cover medical costs
beginning July 2003 and changes to some pension plans. In
addition to these labor cost savings, United expects to see
significant savings in aircraft ownership costs, beginning in
the second quarter.

                    Operational Performance

During the first-quarter of 2003, United's employees continued
to stay intensely focused on serving the needs of customers,
setting company records and turning in industry-leading
performances in a number of key areas. Highlights from the
quarter include:

-- The US Department of Transportation ranked United #1 in on-
   time performance among mainline carriers for January and
   February of 2003 (United was #1 for all of 2002*).

-- On March 25th, United shattered four single-day on-time
   arrival and departure records, one of the most impressive
   one-day performances in its 77-year history.

-- Ratings for flight attendant service, which have been
   consistently high for many months, reached a 10-year high in
   the first quarter.

-- Ratings for customer service representative courtesy and
   helpfulness were at the highest first-quarter level in 10
   years and higher than any full-year rating over that same
   period.

                      Financial Results

UAL ended the quarter with a cash balance of $1.6 billion. UAL's
cash balance includes $644 million in restricted cash, including
$140 million in long-term restricted cash. During the quarter,
the company received $92 million in cash from its DIP financing
arrangements.

UAL's first-quarter 2003 operating revenues were $3.2 billion,
down 3% compared to first-quarter 2002. Passenger revenue for
the quarter was down 8% from last year. System passenger unit
revenue was 9% lower on a 9% yield decline and a one-point drop
in load factor. Capacity and traffic both increased 1% year-
over-year. United's load factor for the quarter was 72%. As with
the other carriers, the soft economy, the war in Iraq and
persistent low fares all contributed to the large unit revenue
decline experienced this quarter. In addition, the decline in
high-yield business traffic, given United's substantial business
mix, and public speculation about the future of the company in
February and March, further depressed unit revenue. While
booking trends are improving, the unit revenue environment
continues to be depressed.

In response to weak demand, United reduced capacity for April
and May. April capacity is expected to be down 14% year-over-
year, and May down 20%. While a number of uncertainties surround
capacity planning for the balance of the year, the company
expects capacity to be lower than previously announced.

Going forward, domestic bookings have shown solid recovery, with
May and June currently booked about 3-4 points ahead of last
year. Atlantic bookings are also improving. However, bookings in
the Pacific remain weak due to SARS, which is expected to
negatively affect revenues.

United's operating expenses for the quarter were flat. The
company's unit cost (operating expenses per available seat mile)
increased 0.5%. Unit cost, excluding its fuel subsidiary,
decreased 1.6% year-over-year.

Increased employee benefit costs and fuel expenses negatively
affected results. As previously discussed, United's represented
employees received contractual wage and benefit increases during
2002, making quarter-over- quarter salary and benefit cost
comparisons difficult. Nevertheless, salaries and related costs
were down 3% year-over-year. Average fuel price for the quarter
was $1.03 per gallon, up 46% year-over-year. The company does
not have fuel hedges in place for 2003.

United has now reached new long-term agreements with its unions.
These agreements will provide significant cost savings as well
as the productivity improvements and operational flexibility the
company needs to emerge from bankruptcy as a stronger,
profitable entity.

In addition, these agreements give United more flexibility to
respond to the changing market environment by enabling it to
compete more effectively, provide the ability to deploy
additional regional jets of up to 70 seats, and outsource
certain maintenance functions, which the company expects to
complete by the end of the year.

During the first-quarter, UAL recorded a special charge of $248
million for reorganization items, primarily consisting of a
write-off of lease certificates. UAL also recorded $137 million
in connection with the write- down of the company's investment
in and guarantee of debt for Air Canada, based on their filing
of the Canadian equivalent of U.S. Chapter 11 bankruptcy.

The company's current tax situation requires an effective tax
rate of zero for the first quarter, which makes the company's
pre-tax loss the same as the company's net loss. In the first
quarter of 2002, the company recorded a credit for income taxes
of $286 million.

               March Monthly Operating Report

UAL also filed, with the United States Bankruptcy Court, its
Monthly Operating Report for March and said that it incurred a
loss from operations of $186 million and a net loss of $604
million for March 2003, which includes $363 million in special
items.

March cash flow results reflect the resumption of certain
scheduled aircraft payments and a draw-down of $92 million from
additional DIP financing. The company reported that it made
payments of $85 million during the month in connection with
various aircraft financings, which included some payments for
the period from December 2002 through March 2003. United began
March with a cash balance of approximately $1.5 billion, which
included $579 million in restricted cash (filing entities only).
It ended the month with a cash balance of approximately $1.6
billion, which included $633 million in restricted cash (filing
entities only). Excluding the draw-down of $92 million in DIP
financing, the company's cash balance decreased approximately
$18 million for the month, which is less than $1 million per
day.


UNITED AIRLINES: June 9, 2003 Fixed as General Claims Bar Date
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois,
Eastern Division, directs all creditors, except for governmental
claim holders, of UAL Corporation and its debtor-affiliates, to
file their Proofs of Claim against the Debtors on or before
May 12, 2003, or be forever barred from asserting their claims.

All proofs of claim must be delivered before 4:00 p.m.
prevailing Pacific Time and addressed, if sent by mail, to:

        Poorman-Douglas Corporation
        Attn: UAL
        P.O. Box 4390
        Portland, Oregon 97208-4390

if via overnight delivery, to:

        Poorman-Douglas Corporation
        Attn: UAL
        10300 SW Allen Blvd.
        Beaverton, Oregon 97005
        Tel: 203-277-7999

The Governmental Claims Bar Date is set for June 9, 2003.

UAL Corp. and its debtor-affiliates filed for Chapter 11
protection on December 9, 2002, (Bankr. N.D. IL Case No. 02-
48191). James H.M. Sprayregen, Esq., Marc Kieselstein, Esq.,
David R. Seligman, Esq., and Steven R. Kotarba, Esq., at
Kirkland & Ellis represent the Debtors in their restructuring
efforts. When the Debtors filed for relief from its creditors,
it reported $24 billion in total assets and $22.8 billion in
total debts.
    

USG CORP: Wants Court Blessing to Assume AIG Insurance Programs
---------------------------------------------------------------
As authorized under an Insurance Programs Order dated July 31,
2002, USG Corporation and its debtor-affiliates were to maintain
and continue their current insurance programs and to reimburse
insurance carriers for any payments made after the Petition Date
relating to the prepetition occurrences under certain
circumstances included in the Order.  Daniel J. DeFranceschi,
Esq., at Richards, Layton & Finger, P.A., in Wilmington,
Delaware, relates that since April 1987, National Union Fire
Insurance Company of Pittsburgh, Pennsylvania and certain other
entities related to American International Group, Inc. have
provided the Debtors insurance coverage for workers'
compensation, general liability and automobile liability.  The
Insurance Policies are governed by a number of payment
agreements that set forth the obligations of both the Debtors
and AIG under the Insurance Policies.

Pursuant to the Payment Agreements and the Insurance Policies --
Prior Years Programs -- and a proposed 2003 insurance program,
AIG pays the losses and expenses that it insures, in addition to
any deductible or retention amounts owed by the Debtors under
the applicable policies.  The Debtors subsequently reimburse AIG
for the deductible/retention payments.  According to Mr.
DeFranceschi, the Debtors have posted two letters of credit
totaling $19,738,000 under which AIG is the beneficiary.  The
letters of credit ensure that the Debtors reimburse AIG for the
deductible retention payments.

In the ordinary course of their businesses, the Debtors are
required by applicable state law to maintain the coverage
provided under the Insurance Programs.  Because the Debtors
maintain facilities and have employees throughout the U.S., the
resulting size and scope of the coverage they need can be
accommodated only by a few insurance companies which are capable
of providing the level of coverage and flexibility to service
claims on a nationwide basis.

In this regard, AIG submitted a proposal for the 2003 Insurance
Program.  The Proposal is contingent upon Court approval and
represents the renewal of the Insurance Programs with the
Debtors for the policy year commencing April 1, 2003 and ending
April 1, 2004.  The Proposal requires the Debtors to agree that
failure to obtain approval on or before June 1, 2003, is grounds
for cancellation of the renewal Insurance Program.  AIG further
offers the Debtors a choice between two options, which requires
them to provide a $5,500,000 letter of credit or assume all
Prior Insurance Programs since 1987 and provide a $250,000
letter of credit.

The Debtors have determined that the assumption of the Prior
Years Programs will not likely result in any significantly
increased incremental cost.  Mr. DeFranceschi explains that, at
this time, the Debtors' reimbursement obligations under the
Prior Years Programs aggregate $14,238,000.  As the Existing
Letters of Credit total $19,738,000 in the aggregate, the
Debtors believe that their exposure for the expenses over that
amount is limited.

Although the amount of the Existing Letters of Credit
significantly exceeds the Debtors' reimbursement obligations,
AIG expressed its concern that it would not be able to draw on
the excess to cover the Debtors' postpetition reimbursement
obligations because the Existing Letters of Credit were issued
prepetition.  By assuming the Prior Years Programs, Mr.
DeFranceschi maintains that the Debtors would ensure that AIG
has access to the excess value in the event the Debtors fail to
otherwise satisfy their obligations.  Thus, the Debtors would
not need to issue new letters of credit to cover those
postpetition obligations, with the exception of the relatively
small Proposed Letter of Credit.

Accordingly, the Debtors seek the Court's authority to assume
the Prior Years Programs in their entirety without the need or
requirement to take any further action or execute additional
documents.  The Debtors will execute all legal documentation
necessary to enter into the 2003 Insurance Program and provide
the required Letter of Credit.  The Insurance Programs may be
altered by any reorganization plan filed in these Chapter 11
cases and will survive any plans filed by the Debtors.  The
Debtors propose to renew the Insurance Programs without further
Court order.  

The Debtors also ask the Court to approve the Existing Letters
of Credit and all prior payments under the Insurance Programs
and authorize AIG to retain and use the Letters of Credit in
accordance with their terms.  The Debtors will pay their
obligations under the Insurance Programs in the ordinary course
of business and without further Court order.

In the event the Debtors default under the Insurance Programs,
AIG will provide a 10 days' written notice of their right to
cure the default.  Absent the cure, the Debtors propose to allow
AIG to:

   (i) cancel the Insurance Programs;  

  (ii) draw on the Letters of Credit; and

(iii) receive and apply the unearned or returned premiums to
       their outstanding obligations under the Insurance
       Programs.

The automatic stay will be deemed lifted after the cure period
has expired.

The Debtors' postpetition obligations under the Insurance
Programs and any further renewals, during the pendency of these
Chapter 11 cases, will be administrative obligations entitled to
priority only to the extent that AIG's exposure is greater than
the total Letter of Credit amount.

The Debtors also suggest that AIG will not be required to file a
proof of claim relating to administrative expenses or payment
request on account of the administrative expense in the Debtors'
Chapter 11 cases.  AIG will be exempted from the deadline for
filing any proof of administrative expense claim.

Pursuant to AIG's Proposal, the Debtors' rights with respect to
the Letters of Credit will be governed by the terms of the
Insurance Programs and the related documentation.  During the
pendency of the Debtors' Chapter 11 cases, AIG will not be
required to return any part of the Letters of Credit it
currently holds for the Insurance Programs without adequate
protection pursuant to Section 361(1) of the Bankruptcy Code.

Additionally, the Debtors ask the Court to allow AIG to adjust,
settle and pay insured claims, utilize funds provided for that
purpose, and otherwise carry out the terms and conditions of the
Insurance Programs without further Court order.  However, the
Debtors clarify that nothing in the Court's order should be
deemed to grant relief from the automatic stay to any claimant
against their estates to pursue any claim in any court other
than the Bankruptcy Court or to be paid for claims for which AIG
is not directly responsible. (USG Bankruptcy News, Issue No. 46;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


VERTIS HOLDINGS: S&P Affirms B+ Corporate Credit Rating
-------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook for
Vertis Holdings Inc., and on its wholly owned subsidiary, Vertis
Inc., to negative from stable following the company's recently
announced first quarter earnings results, which were weaker than
anticipated.

At the same time, Standard & Poor's affirmed the 'B+' corporate
credit and all other ratings for both entities. Baltimore, Md.-
based Vertis Inc. is a leading advertising and marketing
services concern. At the end of March 31, 2003, Vertis had
approximately $1.3 billion in debt (including the company's
accounts receivable backed notes and mezzanine debt at the
holding company level).

For the first quarter of 2003, Vertis generated $371 million in
revenues and $34 million in EBITDA. This represented 7.7% and
29% respective declines over the same period in 2002. EBITDA
margins for the quarter were significantly lower than
anticipated at 9% versus 12% in the first quarter of 2002. "The
drop in profitability was primarily attributable to increased
pricing pressure as a result of the continued weak economic
environment, higher maintenance costs, and a customer shift
towards simpler products in direct mail," said Standard & Poor's
credit analyst Michael Scerbo.

The ratings are based on the consolidated credit quality of
Vertis Holdings. The ratings reflect Vertis' high debt levels
and the competitive market conditions. These factors are offset
by the company's leading market positions, long-standing
customer relationships, and experienced management team.


WILLIAMS: Better Fin'l Flexibility Spurs B+ Senior Debt Rating
--------------------------------------------------------------
The Williams Companies, Inc.'s senior unsecured debt rating has
been upgraded to 'B+' from 'B-' by Fitch Ratings. In addition,
Fitch has assigned a 'BB' rating to WMB's outstanding senior
secured debt obligations. The senior unsecured debt ratings of
WMB's three pipeline issuing subsidiaries, Transcontinental Gas
Pipe Line Corp., Northwest Pipeline Corp., and Texas Gas
Transmission Corp. have been upgraded to 'BB' from 'BB-'. The
ratings for WMB, TGPL, and NWP are removed from Rating Watch
Evolving. The Rating Outlook is Stable. TGT's rating remains on
Rating Watch Positive pending completion of the sale of TGT to
Loews Corp. (senior unsecured rated 'A' by Fitch, Rating Outlook
Negative).

The rating action reflects WMB's improved financial flexibility
including its strengthened liquidity position and reduced
ongoing debt refinancing risk. Cash and available liquidity is
expected to exceed $2 billion at year-end 2003 after taking into
account scheduled debt maturities, pending asset sales, and
planned subsidiary financings. Additional asset sales could
provide further upside to WMB's liquidity profile. In addition,
the company has demonstrated an ability to access the debt
capital markets at the subsidiary level evidenced by the March
2003 issuance of senior unsecured notes at NWP. The stable
outlook incorporates Fitch's expectation that WMB will be able
to restructure or extend its upcoming secured debt maturities
including a $900 million reserved based financing at Williams
Production RMT Co and $400 million corporate letter of credit
facility maturing in July 2003.

The two notch separation in ratings between WMB's senior secured
and senior unsecured debt reflects the enhanced structural
position of secured creditors and Fitch's evaluation of the
underlying collateral package. There is currently $553 million
of secured debt outstanding at the WMB corporate level including
$400 million of secured bank debt and letters of credit and
approximately $153 million of notes and debentures which were
equally and ratably secured with WMB's bank credit facility in
accordance with the indentures governing those securities.

WMB's ongoing corporate restructuring and asset sale program is
narrowing the scale and scope of the company. By year-end 2003
WMB is expected to emerge as a smaller integrated natural gas
company with core operations encompassing FERC regulated
interstate pipelines (TGPL and NWP), exploration and production
(E&P), and midstream gas and liquids services. These businesses
should generate a relatively predictable earnings and cash flow
stream going forward with potential commodity prices volatility
in the E&P segment offset by the cash flow stability of TGPL and
NWP and WMB's growing portfolio of fee based midstream gas
gathering assets. Commodity price risk at E&P is further
mitigated by WMB's hedging strategy and focus on developing
lower risk Rocky Mountain based tight sands and coalbed methane
gas reserves.

Consolidated debt levels are expected to remain high relative to
cash flow levels even after factoring in the impact of completed
and targeted asset divestitures. Excluding any potential cash
flow contribution from energy marketing and trading (EM&T)
activities, Fitch expects consolidated debt to EBITDA to remain
in excess of 5.0 times through 2004. Given WMB's reduced capital
spending program, consolidated credit measures should show
gradual improvement over time.

WMB's sizable EM&T portfolio continues to pressure the company's
consolidated credit profile. In addition, to consuming more than
$1 billion of permanent working capital during 2002, efforts to
limit near-term performance risk of this business unit will be
constrained by WMB's inability to hedge its long dated
contractual exposures in the current market environment.
Although WMB has been successful in winding down speculative
trading positions and reducing ongoing operating expenses at
EM&T, the company remains obligated to make fixed payments
obligations under long-term tolling and other capacity
arrangements in excess of $400 million annually. Critical to the
future direction of WMB's ratings will be its ability to execute
upon its ongoing efforts to sell, monetize or joint venture its
energy marketing and risk management portfolio. In Fitch's view,
any potential transaction or arrangement that would assume
EM&T's long-term contractual obligations would reduce overall
business risk and likely have further positive credit
implications for WMB.

Williams Cos.' 10.250% bonds due 2020 (WMB20USR1) are trading at
about 76 cents-on-the-dollar, DebtTraders reports. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=WMB20USR1for  
real-time bond pricing.


WINFIELD CAPITAL: SBA Accelerates Maturity Date of Debentures
-------------------------------------------------------------
Winfield Capital Corp. (OTCBB:WCAP) has been notified by the
Small Business Administration that it is no longer in compliance
with the SBA's capital impairment requirements and that the SBA
has accelerated the maturity date of Winfield Capital's
debentures.

The aggregate principal, interest and fees due under the
debentures totaled approximately $25.6 million as of April 30,
2003, including interest and fees due through the next semi-
annual payment date.

The SBA has transferred Winfield Capital's account to
liquidation status. Although it has not done so as of the date
of this press release, and may not do so, the SBA has the right
to institute proceedings for the appointment of the SBA or its
designee as receiver.

Winfield Capital continues to explore various strategic
alternatives, including a third party equity infusion and a
self-managed liquidation, although there can be no assurance
that it will be successful in its ability to consummate or
implement these or any other strategic alternatives.

Winfield Capital is a small business investment company that
makes loans and equity investments pursuant to funding programs
sponsored by the SBA and is a non-diversified, closed-end
investment company that is a business development company under
the Investment Company Act of 1940. The Company's common stock
is traded on the Over the Counter Bulletin Board under the
symbol "WCAP". For more information, visit Winfield Capital's
Web site at: http://www.winfieldcapital.com/


WINSTAR: Ch. 7 Trustee Sues 112 Vendors to Recoup $28 Million
-------------------------------------------------------------
Winstar Communications, Inc.'s Chapter 7 Trustee Christine C.
Shubert seeks relief pursuant to Sections 547, 548 and 550 of
the Bankruptcy Code to recover preferential transfers made to
112 vendors totaling $28,299,308.
  
Sheldon K. Rennie, Esq., at Fox Rothschild O'Brien & Frankel
LLP, in Wilmington, Delaware, informs the Court that during the
period on or within 90 days before the Petition Date, the
Debtors operated their businesses, including issuing and
authorizing payment to certain of their creditors by check, wire
transfer or otherwise.

Mr. Rennie relates that each of the Transfers was made on
account of an antecedent debt or debts owed by one of the
Debtors to these vendors before each Transfer was made.  The
Debtors made each of the Transfers while they were insolvent.

The Transfers enabled the vendors to receive more than they
would have received:
  
     1. if the Debtors' cases were cases under Chapter 7 of the
        Bankruptcy Code;
  
     2. if the Transfers to the Vendors had not been made; and
  
     3. if these vendors had received payment of the debts as
        provided by the provisions of the Bankruptcy Code.

Pursuant to Sections 547 and 550 of the Bankruptcy Code, the
Trustee may avoid and recover the full value of the Transfers
from the Vendors.

Accordingly, the Trustee demands a judgment:
  
   1. declaring that the Transfers to these vendors constitute
      voidable preferential transfers pursuant to Section 547 of
      the Bankruptcy Code;
  
   2. avoiding the Transfers and directing and ordering that
      these vendors return to the Debtors' estates, pursuant to
      Section 550 of the Bankruptcy Code, the full value of the
      Transfers plus interest thereon from and after the date of
      the Transfers were made at the highest legally permissible
      rate; and
  
   3. awarding the Debtors their costs and reasonable attorneys'
      fees. (Winstar Bankruptcy News, Issue No. 42; Bankruptcy
      Creditors' Service, Inc., 609/392-0900)   


WORLDCOM INC: Pushing for Approval of Wachovia Settlement Pact
--------------------------------------------------------------
Wachovia Corporation, a large customer of WorldCom, is the
product of the merger of two other entities, First Union
National Bank and Wachovia Bank.  Prior to the merger,
affiliates of First Union and Wachovia Bank each had entered
into a Special Customer Arrangement with a predecessor-in-
interest to MCI WorldCom Communications, Inc., one of the
Debtors, pursuant to which WorldCom provided voice, data, and
related management support services.  An affiliate of First
Union also entered into an Enhanced Services Agreement with the
Debtors for similar services.

Subsequent to the Wachovia merger, in February 2002, the Debtors
and Wachovia entered into an amendment to the First Union SCA,
which combined the commitments under the legacy First Union SCA
and the legacy Wachovia Bank SCA.  At the same time, the Debtors
entered into an agreement to terminate the Wachovia Bank SCA.

In early 2001, Alfredo R. Perez, Esq., at Weil Gotshal & Manges
LLP, in New York, relates that First Union retained the
consulting firm of VGS Associates to audit invoices sent by
WorldCom to First Union.  In the course of this audit, VGS has
asserted that WorldCom improperly assessed Wachovia for certain
taxes and related surcharges, including Federal Universal
Service Fee charges, under the First Union SCA.  Based on the
VGS audit, Wachovia contends that it overpaid WorldCom
$3,970,000 in Tax-Related Charges.  As a result of these
assertions, Wachovia has underpaid its invoices on the First
Union SCA and the ESA by this amount.  WorldCom substantially
disputes these claims.

Additionally, WorldCom claims that Wachovia owes a $3,000,000
underutilization charge incurred prior to the termination of the
Wachovia Bank SCA.  Wachovia substantially disputes the
Underutilization Charge.

After several months of negotiations, WorldCom and Wachovia
entered into a settlement agreement, dated February 28, 2003, to
settle all claims related to Tax-Related Charges and the
Underutilization Charge.  The salient terms of the Settlement
are:

  A. To settle claims and disputes relating to the Tax-Related
     Charges and the Underutilization Charge, WorldCom will
     issue Wachovia a $3,964,834.71 lump sum credit and Wachovia
     will pay WorldCom $3,000,000.

  B. Wachovia will withdraw all claims made relating to Tax-
     Related Charges.

  C. The parties will confirm in the Settlement Agreement and
     the associated amendments the accuracy of the methodology
     used by WorldCom to calculate Tax-Related Charges.

  D. The parties will provide each other with a release of
     claims related to the matters in dispute under the
     applicable agreements.

  E. The parties will enter into a further amendment to the
     First Union SCA addressing, clarifying, and expanding the
     scope of their relationship.

Thus, the Debtors ask the Court to approve the Settlement
pursuant to Rule 9019(a) of the Federal Rules of Bankruptcy
Procedure.

With respect to the Tax-Related Charges, litigation would
involve a detailed, costly, and unproductive evidentiary battle
over the accuracy of WorldCom's assessment of Tax-Related
Charges. Although WorldCom believes that its methodology of
assessing Tax-Related Charges is accurate, Wachovia and VGS
likely will launch a fierce challenge to the legitimacy of the
methodology.  The risks of a loss on the litigation over the
Tax-Related Charges could have negative effects for WorldCom
that the risks of litigation far outweigh the probability of
success.

According to Mr. Perez, litigation relating to recovery of the
Underutilization Charge is similarly uncertain.  Wachovia would
likely assert that the Underutilization Charge is unenforceable
in whole or in part, while WorldCom would vigorously defend its
enforceability.  Although WorldCom believes that its position on
the Underutilization Charge is supported by applicable law,
recovery is uncertain.  There is always a risk that a court may
side with Wachovia, thereby creating a bad precedent regarding
the unenforceability of the Underutilization Charge that could
potentially impact similar provisions in other WorldCom customer
contracts.  Moreover, litigation on the Underutilization Charge
may evolve into an evidentiary dispute regarding representations
made by the parties during negotiations over the SCA Amendment
and the Termination Agreement.  It appears that each party holds
a good faith belief in the accuracy of its position; therefore,
it is unclear whose testimony the court will believe regarding
the Underutilization Charge.

Mr. Perez believes that litigation on the Tax-Related Charges
would likely involve a complex evidentiary battle on WorldCom's
methods of calculating a variety of types of Tax-Related
Charges. The litigation would necessitate extensive discovery,
including significant document production and numerous
depositions. Additionally, WorldCom likely would have to locate
and pay expert witnesses to testify that the methodology it uses
to calculate the Tax-Related Charges is accurate.  WorldCom
estimates that this litigation could take years to complete at
significant costs to the estate.  Moreover, a litigation loss
relating to the Tax-Related Charges would entail significant
costs to WorldCom in terms of other customers making similar
charges of overpayment of the Tax-Related Charges and placing
WorldCom's use of its methodology in the future in jeopardy.

With respect to the Underutilization Charges, Mr. Perez states
that litigation would entail preparing several key employees for
inevitable depositions and testimony on the nature of the
discussions surrounding the SCA Amendment and the Termination
Agreement.  These key employees are more valuable to WorldCom
devoting time to their important responsibilities of ensuring
that their business operations run smoothly during this critical
period of the Debtors' reorganization.  The Settlement avoids
these direct and indirect costs of litigation while bringing the
immediate payment of $3,000,000 into the Debtors' estate for the
benefit of its creditors.

Mr. Perez insists that the Settlement prevents a disastrous
downside, while even the upside of a win in the litigation comes
only with unproductive costs.  Even under the best litigation
scenario, WorldCom would win on the entire amount of its
$6,970,000 claim, but this "win" would only come at a great cost
in terms of litigation expenses and, more importantly, the bad
will of one of its most important customers.  In contrast, the
Settlement provides WorldCom with $3,000,000 in immediate cash
payment without having to incur any of the direct and indirect
costs of litigating.  Most importantly, the Settlement ensures
that the Debtors maintain a positive relationship with Wachovia
and may lead to millions of dollars in additional revenues and
profits.  These are significant benefits that will inure to the
Debtors' creditors. (Worldcom Bankruptcy News, Issue No. 26;
Bankruptcy Creditors' Service, Inc., 609/392-0900)   


WORLDWIDE XCEED: Court Confirms Liquidating Chapter 11 Plan
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
confirmed Worldwide Xceed Group, Inc.'s Liquidating Chapter 11
Plan after finding that the Plan complies with each of the 13
standards articulated in Section 1129 of the Bankruptcy Code:

      (1) the Plan complies with the Bankruptcy Code;
      (2) the Debtors have complied with the Bankruptcy Code;
      (3) the Plan was proposed in good faith;
      (4) all plan-related cost and expense payments are
          reasonable;
      (5) the Plan identifies the individuals who will serve as
          officers and directors post-emergence;
      (6) no governmental regulatory commission has
          jurisdiction, after Confirmation of the Plan;
      (7) creditors receive more under the plan than they would
          in a chapter 7 liquidation;
      (8) all impaired creditors have voted to accept the Plan,
          or, if they voted to reject, then the plan complies
          with the absolute priority rule;
      (9) the Plan provides for full payment of Priority Claims;
     (10) at least one non-insider impaired class voted to
          accept the Plan;
     (11) the Plan is feasible and confirmation is unlikely to
          be followed by a liquidation or need for further
          financial reorganization;
     (12) all amounts owed to the Clerk and the U.S. Trustee
          will be paid; and
     (13) continuation of retiree benefits does not apply.

On the Effective Date, Adam Foster and Randy Rosenberg will be
deemed elected by the Debtor's current sole director to the
Board of Directors.  The Debtor will continue its existence
after the Effective Date under the corporate name Liquidating
WXG, Inc., as corporate entity with all of the powers of a
corporation under applicable Delaware law.  Upon liquidation of,
and final distribution of, its assets, Liquidating WXG will be
dissolved.

Any executory contracts or unexpired leases, which have not
expired by their own terms shall be deemed rejected by the
Debtors on the Effective Date.  All executory contracts and
unexpired leases listed in the Schedule of Assumed and Assumed
and Assigned Executory Contracts and Unexpired Leases, shall be
deemed assumed by the Debtors on the Effective Date.

Worldwide Xceed Group, Inc., now known as Liquidating WXG, Inc.,
provided strategic consulting and digital solutions services to
such companies as Starbucks, WebMD, and DoubleClick.  The
company filed for chapter 11 protection on April 30, 2001 in the
U.S. Bankruptcy Court for the Northern District of Illinois
(Eastern Division), and is represented in its restructuring
efforts by Jeff J. Marwil, Esq., at Katten Muchin Zavis and
Kass, in Chicago.  As of February 28, 2001, the company listed
$73,743,000 in assets and $19,895 in debt.  The Bankruptcy Court
approved the sale of substantially all of the company's assets
to eSynergies last July.


ZI CORP: Lenders Grant Facility Extension Amid Refinancing Talks  
----------------------------------------------------------------
Zi Corporation (Nasdaq: ZICA) (TSX: ZIC), a leading provider of
intelligent interface solutions, received an extension of its
US$3.3 million secured credit facility due April 30, 2003 until  
May 7, 2003. The extension permits the parties to finalize
definitive documentation and obtain approvals for a refinancing
of the credit facility. The Company shall update its
shareholders on the terms of the refinancing upon completion.

Zi Corporation  -- http://www.zicorp.com-- is a technology  
company that delivers intelligent interface solutions to enhance
the user experience of wireless and consumer technologies. The
company's intelligent predictive text interfaces, eZiTap and
eZiText, simplify text entry to provide consumers with easy
interaction within short messaging, e-mail, e-commerce, Web
browsing and similar applications in almost any written
language. eZiNet(TM), Zi's new client/network based data
indexing and retrieval solution, increases the usability for
data-centric devices by reducing the number of key strokes
required to access multiple types of data resident on a device,
a network or both. Zi supports its strategic partners and
customers from offices in Asia, Europe and North America. A
publicly traded company, Zi Corporation is listed on the Nasdaq
National Market (ZICA) and the Toronto Stock Exchange (ZIC).


* Large Companies with Insolvent Balance Sheets
-----------------------------------------------
                                Total
                                Shareholders  Total     Working
                                Equity        Assets    Capital
Company                 Ticker  ($MM)          ($MM)     ($MM)
-------                 ------  ------------  -------  --------
Advisory Board          ABCO        (16)          48      (20)
Alaris Medical          AMI         (32)         586      173
Amazon.com              AMZN     (1,353)       1,990      550
Arbitron Inc.           ARB        (100)         156       (2)
Alliance Resource       ARLP        (46)         288      (16)
Actuant Corp            ATU         (44)         295       18
Acetex Corp             ATX         (11)         373      126
Avon Products           AVP         (91)       3,327       73
Saul Centers Inc.       BFS         (13)         389      N.A.
Blount International    BLT        (369)         428       91
Broadwing Inc.          BRW      (2,104)       1,468      327
Cubist Pharmaceuticals  CBST         (7)         221      131
Choice Hotels           CHH        (114)         314      (37)
Campbell Soup Co.       CPB        (114)       5,721   (1,479)
Echostar Comm           DISH     (1,206)       6,260    1,674
Dun & Brad              DNB         (19)       1,528     (104)
Epix Medical            EPIX         (3)          27        8
Graftech International  GTI        (307)         797      112
Hollywood Casino        HWD         (92)         553       89
Infogrames Inc.         IFGM       (115)         242       52
Imax Corporation        IMAX       (104)         243       40
Imclone Systems         IMCL         (5)         474      295
Gartner Inc             IT           (5)         825       18
Jostens                 JOSEA      (540)         375      (40)
Journal Register        JRC          (4)         702      (20)
Kos Pharmaceuticals     KOSP        (75)          70      (55)
Level 3 Comm Inc.       LVLT       (240)       8,963      581
Memberworks Inc.        MBRS        (21)         281     (100)
Moody's Corp.           MCO        (327)         630     (190)
McDermott International MDR         (11)         555      113
McMoRan Exploration     MMR         (31)          72        5
MicroStrategy           MSTR        (34)          80        7
Northwest Airlines      NWAC     (1,483)      13,289     (762)
Petco Animal            PETC        (11)         555      113
Primus Telecomm         PRTL       (168)         724       65
Per-Se Tech Inc.        PSTI        (50)         203       24
Qwest Communications    Q        (1,094)      31,228   (1,167)
Rite Aid Corp.          RAD         (93)       6,133    1,676
Ribapharm Inc.          RNA        (363)         199       92
Sepracor Inc.           SEPR       (392)         727      413
St. John Knits Int'l    SJKI        (76)         236       86
Town and Country Trust  TCT          (2)         504      N.A.
Triton PCS              TPC         (36)       1,617      172
UnitedGlobalCom         UCOMA    (3,040)       5,931   (6,287)
United Defense I        UDI         (30)       1,454      (27)
UST Inc.                UST         (47)       2,765      829
Valassis Comm.          VCI         (33)         386       80
Ventas Inc.             VTR         (54)         895      N.A.
MEMC Electronic         WFR         (25)         238       13
Western Wireless        WWCA       (463)       2,398     (119)
Xoma Ltd.               XOMA        (11)          72       30

                          *********

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 ***