TCR_Public/030507.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

             Wednesday, May 7, 2003, Vol. 7, No. 89    

                          Headlines

ACTERNA: Files for Chapter 11 Protection in S.D.N.Y.
ACTERNA: Case Summary and Largest Unsecured Creditor Lists
ADELPHIA COMMS: Kagan Media Okayed as Equity Committee's Analyst
ADVOCAT INC: Annual Shareholders' Meeting Slated for June 4
AGROTECH GREENHOUSES: Unit Files for BIA Protection in Canada

AGWAY: Muller & Muller Continues Serving as Litigation Counsel
ALLIED HOLDINGS: Sets Annual Shareholders' Meeting for June 19
ALTERRA: Wants Lease Decision Deadline Moved to July 21, 2003
AMI SEMICONDUCTOR: March 29 Net Capital Deficit Widens to $254MM
ANC RENTAL: Wants Until June 16 to File Creditors' Claims

AVAYA INC: Commences Public Offering of $175M of Sr. Sec. Notes
AVAYA INC: S&P Downgrades Corporate Credit Rating to B+ from BB-
AVAYA INC: Moody's Affirms Ratings at Lower-B Level
BACK BAY: Wins Okay to Use Cash Collateral to Operate Restaurant
BANC OF AMERICA: Fitch Rates P-T Certs. Class B-4 & B-5 at BB/B

BATTERSON PARK: Fitch Cuts Class A-5 & B Note Ratings to BB-/C
BETHLEHEM STEEL: USWA Reaches Tentative Agreement with ISG
BURLINGTON: Earns Nod to Extend Hilco's Engagement Until Oct. 8
CANNONDALE: Completes Sale of Certain Assets to Pegasus Partners
CHAMPIONLYTE PRODUCTS: Unit Launches Reformulated Sports Drink

CHASE MORTGAGE: Fitch Upgrades Class B-4 Notes' Rating to BB
CHOICE ONE COMMS: March 31 Balance Sheet Upside-Down by $540MM
CINEMARK USA: Moody's Confirms & Assigns Ratings at Low-B Level
CONSECO INC: S&P Affirms B+ Ratings on Insurance Subsidiaries
CONSOLIDATED FREIGHTWAYS: Selling Rock Hill Property at Auction

CONSOLIDATED FREIGHTWAYS: Selling Milford Property for $1.4 Mil.
CONSOLIDATED FREIGHTWAYS: Sacramento Assets Up for Sale for $13M
CONSOLIDATED FREIGHTWAYS: Selling Rutland Facility at Auction
CONSOLIDATED FREIGHTWAYS: Hattiesburg Facility On Auction Block
CONSOLIDATED FREIGHTWAYS: Puts Simi Valley Facility to Auction

CONSOLIDATED FREIGHTWAYS: Puts Evansville Property Up for Sale
CONSOLIDATED FREIGHTWAYS: Selling Albany Prop. at May 21 Auction
CONSOLIDATED FREIGHTWAYS: Selling Twin Falls & Pocatello Assets
CONSOLIDATED FREIGHTWAYS: Selling Bismarck & Fargo Facilities
COX COMMS: First-Quarter 2003 Net Loss Stands at $29 Million

CROWN CASTLE: Narrows First Quarter 2003 Net Loss to $83 Million
DAISYTEK INT'L: Names Dale A. Booth Interim President and CEO
EAGLE FOODS: Seeks Extension for SEC Form 10-K Filing Deadline
EB2B COMMERCE: Receives Balance of Escrowed Financing Proceeds
EGAIN COMMS: Red Ink Continues to Flow in March 2003 Quarter

ENRON CORP: Wants Equity Trades Restricted to Protect NOLs
FAST FERRY: Committee Brings-In Broege Neumann as Attorneys
FLEMING COS.: Roundy's Expect to Complete Acquisition in a Month
FLEMING COMPANIES: Signs-Up PwC to Perform Forensic Accounting
GE CAPITAL: Fitch Upgrades 6 Low-B-Rated Classes of P-T Certs.

GEERLINGS & WADE: Obtains Waiver of Loan Covenant Violations
GLOBAL CROSSING: Wants Approval for Intercompany Asset Transfer
IMAX CORP: March 31 Balance Sheet Insolvency Narrows to $101MM
INTERVOICE INC: Posts $18-Million Net Loss on $38-Million Sales
IPCS INC: Committee Wants to Prosecute Action against Sprint PCS

KAISER ALUMINUM: Wants Nod to Sell Surplus Calcined & Green Coke
KANEB PIPE: Moody's Ratchets Sr. Unsec. Debt Rating Down to Ba1
KASPER A.S.L.: Special Committee Continues Evaluation of Options
KMART CORP: Emerges from Chapter 11 Reorganization Proceedings
KMART CORP: Court Approves Sale of Store No. 3334 Lease to Vons

LEAP WIRELESS: Asks Court to OK Interim Compensation Procedures
LIN TELEVISION: S&P Rates $200M Senior Subordinated Notes at B
LIN TV CORP: Moody's Confirms and Assigns New Low-B Ratings
MAIL-WELL INC: First-Quarter Results Show Marked Improvement
META GROUP: March 31 Working Capital Deficit Widens to $9 Mill.

MR. RAGS: Conducting GOB Sales at All 63 Remaining Stores
MUTUAL RISK: Fitch Drops Long-Term Issuer and Debt Ratings to D
NAVISITE INC: Appoints Larry W. Schwartz to Board of Directors
NEENAH FOUNDRY: S&P Drops Rating to D Following Exchange Offer
NORTEL NETWORKS: Resets Investor Analysts Conference for May 28

OLYMPIC PIPE LINE: Gets Court Nod to Hire Karr Tuttle as Counsel
PENN TRAFFIC: Strikes Waiver and Forbearance Pact with Lenders
PENN TRAFFIC: S&P Hatchets & Places Junk Rating on Watch Neg.
PICCADILLY CAFETERIAS: Accepts Ronald A. LaBorde's Resignation
POLYPHALT INC: Default Possible After License Pact Termination

PORTLAND GEN. ELECTRIC: Fitch Revises Watch Status to Positive
PREMIER LASER: BIOLASE Sues Diodem LLC for Patent Infringement
PRIMUS TELECOMMS: Annual Shareholders Meeting Slated for June 17
PROMAX ENERGY: Seeks to Resolve Default Under Credit Agreement
QWEST COMMS: Expanding DSL Availability in 14-State Region

RELIANCE: Gets Blessing to Continue Paul Zeller's Engagement
SEDONA CORP: Files Suit re Manipulation of Common Stock Trading
SERVICE MERCHANDISE: Court OKs Brentwood HQ Sale for $9 Million
SL INDUSTRIES: Commences Trading on AMEX Under New "SLI" Symbol
SMTC CORP: Reports Weaker Financial Results for First Quarter

SONICBLUE INC: Selling Modem Business Assets to Zoom Telephonics
SPIEGEL INC: Announces More Layoffs, Cutbacks & Closings
SPIEGEL INC: Enters into Long-Term Agreements with Alliance Data
SPORTS CLUB: Kayne Anderson Capital Discloses 7.3% Equity Stake
SUCCESSORIES: Likely Liquidity Issues Raise Going Concern Doubt

SUMMIT CBO I: S&P Places Low-B and Junk Ratings on Watch Neg.
SUN POWER: Names J. Roland Vetter as New CFO & Acting President
TITAN CORP: S&P Assigns Low-B Level Ratings to Bank Loan & Notes
TRAILMOBILE TRAILER: Court Confirms Liquidating Chapter 11 Plan
TRANSTECHNOLOGY: Narrows Net Capital Deficit to $6MM at March 31

VARI-L CO.: Shareholders Okay Asset Sale to Sirenza Microdevices
WHEREHOUSE ENTERTAINMENT: Court Fixes June 30 Claims Bar Date
WORLDCOM INC: Asks Court to Clear MCI Noteholders Stipulation

* Meetings, Conferences and Seminars

                          *********

ACTERNA: Files for Chapter 11 Protection in S.D.N.Y.
----------------------------------------------------
Acterna Corporation (OTCBB: ACTR) successfully negotiated a term
sheet with its key lenders to significantly reduce its debt
through a reorganization of its capital structure designed to
strengthen its financial and competitive position.  To
facilitate the restructuring outlined in that term sheet,
Acterna, together with its domestic subsidiaries, voluntarily
filed for chapter 11 bankruptcy court protection under the
Bankruptcy Code in the United States Bankruptcy Court for the
Southern District of New York yesterday morning.  Acterna has
provided to the court proposed terms of its pre-negotiated
reorganization that enable it to support its position as one of
the world's leading providers of communication network test and
management solutions.

                   $30 Million DIP Facility

Acterna also announced that it has arranged debtor-in-possession
financing of $30 million from a group of banks led by JPMorgan
Chase Bank and General Electric Capital Corporation. This
financing, combined with the company's current cash, enables
Acterna to continue to execute its business plan. This plan
includes substantial investment in research and development to
build on Acterna's leadership position in communications test
and management solutions for optical, access and cable networks.

                 Lender-Backed Plan Term Sheet

Acterna's chapter 11 filing applies only to its subsidiaries in
the U.S. and will not impact its operating subsidiaries in
Europe, Latin America or the Asia-Pacific region. The terms of
Acterna's debt restructuring plan, developed in collaboration
with certain of its key lenders, include:

     -- reduction of Acterna's long-term debt by more than $750
        million, or 78 percent of the company's existing debt;
        and

     -- reduction in annual cash interest expense by at least
        $45 million.

Acterna offers its portfolio of communications test instruments,
services and systems in 164 countries around the globe, and
anticipates no disruption of orders or services to its
customers.

"Acterna's business remains fundamentally sound and, we believe,
focused on the best growth opportunities in the communications
test industry," said John Peeler, Acterna's president and chief
executive officer. "In response to a prolonged industry
downturn, we have taken aggressive steps to align the company's
cost structure with the industry's reduced revenue outlook.
Combined with our reorganization efforts, we believe these steps
position Acterna to emerge as a strong, well-capitalized
provider of communications test solutions."

"It is important for our customers to know that our commitment
to communications test innovation and the highest levels of
customer service excellence is stronger than ever," Peeler
added.

Acterna's chapter 11 filing today includes a series of first-day
motions that, if approved, allow Acterna to operate in the
normal course, including meeting the normal employee payroll
cycle, maintaining customer programs, satisfying tax
obligations, and the ability to fund foreign operations.

The reorganization will become final upon approval of the
bankruptcy court and the affirmative vote of the lender group.

Based in Germantown, Maryland, Acterna Corporation is the
holding company for Acterna, da Vinci Systems and Itronix.
Acterna is the world's second largest communications test and
management company. The company offers instruments, systems,
software and services used by service providers, equipment
manufacturers and enterprise users to test and optimize
performance of their optical transport, access, cable, data/IP
and wireless networks and services. da Vinci Systems designs and
markets video color correction systems to the video
postproduction industry. Itronix sells ruggedized computing
devices for field service applications to a range of industries.
Additional information on Acterna is available at
http://www.acterna.com


ACTERNA: Case Summary and Largest Unsecured Creditor Lists
----------------------------------------------------------

Debtor affiliates filing separate chapter 11 petitions:

      Case No.  Debtor Entity
      --------  -------------
      03-12836  Acterna WG International Holdings LLC
      03-12837  Acterna Corporation
      03-12838  Acterna LLC
      03-12839  da Vinci Systems, Inc.
      03-12840  Itronix Corporation
      03-12841  TTC International Holdings, Inc.
      03-12842  Acterna Business Trust
      03-12843  TTC Federal Systems, Inc.

Chapter 11 Petition Date: May 6, 2003

Bankruptcy Court: United States Bankruptcy Court
                  Southern District of New York
                  Alexander Hamilton Custom House
                  One Bowling Green, 5th Floor
                  New York, New York 10004-1408
                  Telephone (212) 668-2870

Bankruptcy Judge: Burton R. Lifland

Debtor's
Bankruptcy
Counsel:          Michael F. Walsh, Esq.
                  Paul M. Basta, Esq.
                  WEIL, GOTSHAL & MANGES LLP
                  767 Fifth Avenue
                  New York, New York 10153
                  Telephone (212) 310-8000
                  Fax (212) 310-8007

Debtors'
Financial
Advisor:          Henry S. Miller
                  Marc D. Puntus
                  Michael Kass
                  C. Alex Ryerson
                  MILLER BUCKFIRE LEWIS & CO., LLC
                  1301 Avenue of the Americas
                  New York, New York 10019

Debtors'
Restructuring
Advisor:          Shyam Gidumal
                  AP SERVICES, LLC
                  9 West 57th Street, 34th Floor
                  New York, New York 10019

                     - and -

                  Bettina Whyte
                  Montgomery Cornell
                  Adam Marr
                  Erik Post
                  AP Services, Inc.
                  2000 Town Center, Suite 2400
                  Southfield, MI 48075

Debtors'
Investment
Banker:           Robert Frost
                  Glenn Gurtcheff
                  Brian Schmidt
                  U.S. BANCORP PIPER JAFFRAY INC.
                  800 Nicollet Mall,  Suite 800
                  Minneapolis, Minnesota 55402

Debtors'
Accountants:      William Bishop
                  PRICEWATERHOUSECOOPERS, LLC
                  1751 Pinnacle Drive
                  McLean, Virginia 22102
                  Telephone (703) 918-3494

Claims Agent:     Ron Jacobs
                  BANKRUPTCY SERVICES LLC
                  70 East 55th Street, 6th Floor
                  New York, New York 10022
                  Telephone (212) 376-8902
                  Fax (212) 376-8989

U.S. Trustee:     Carolyn S. Schwartz
                  Hollie T. Elkins, Esq.
                  Office of United States Trustee
                  33 Whitehall Street, 21st Floor
                  New York, NY 10004
                  Telephone (212) 510-0500


I.  LIST OF THE DEBTORS' LARGEST UNSECURED CREDITORS

The Debtors supply the Court with a list of their five largest
secured creditors and descriptions of the collateral securing
those creditors' claims:

Creditor: JP Morgan Bank
          270 Park Avenue
          New York , NY 10017
             Attention Patrick Daniello
             Telephone 212-270-0313

          Claim Amount: $583,654,000

            Collateral: Substantially all of the assets of
                        Acterna LLC

Creditor: CD&R
          375 Park Avenue
          New York, NY 10152
          Attention Michael Babiarz
          Telephone 212-407-5224
   
          Claim Amount: $86,377,250

            Collateral: Substantially all of the assets of
                        Acterna LLC

Creditor: Key Equipment Finance
          50 Fountain Plaza
          Buffalo, NY 14202
          Attention Charles J. Lachiusa

          Claim Amount: $5,951,954

            Collateral: Improvements on Acterna's
                        Corporate Headquarters

Creditor: CD&R VI (Barbados)
          375 Park Avenue
          New York, NY 10152
          Attention Michael Babiarz
          Telephone 212-407-5224

          Claim Amount: $2,876,068

            Collateral: Substantially all of the assets of
                        Acterna LLC

Creditor: Citizens Leasing
          One Citizens Plaza
          Providence, RI 02903
          Attention Barry Bloom
          Telephone 617-994-7377

          Claim Amount: $1,357,000

            Collateral: Equipment

II. LISTS OF THE DEBTORS' LARGEST UNSECURED CREDITORS

    (A) Acterna LLC

        Acterna LLC presents the Court with a list of its 20-
largest unsecured creditors, excluding debts owed to insiders,
as of the Petition Date:
                                    Nature        
Creditor                            of Claim     Claim Amount
--------                            --------     ------------
US Bancorp, as Trustee for
   the 9-3/4% Senior
   Subordinated Notes
   due 2008
225 Asylum Street, 23rd Floor       Note
Hartford, CT 06103                  Indenture    $168,715,000

Benchmark Electronics-Winona
PO Box 200621
Houston, TX 77216                   Contract       $2,374,743

Software House International
Weston Canal Plaza
2 Riverview Drive
Somerset, NJ 08873                  Contract       $2,024,075

Trilithic
9710 Park Davis Drive
Indianapolis, IN 46235              Trade          $1,297,342

SAP America
PO Box 778-4024
Philadelphia, PA 19182              Contract       $1,124,530

Comsonic
1350 Port Republic Road
Harrisonburg, VA 22801              Trade            $719,157

Benchmark Electronics
8500 Phoenix Drive
Manassas, VA 20110                  Trade            $514,768

Keltech
7508 Hitech Road
Roanoke, VA 24019                   Trade            $405,552

GSS Array Technology/Benchmark
94 Moo 1 Hi-Tech Ind
Estate Banlgne
Bang PA-IN, Ayudhaya 13160
THAILAND
Telephone 011-6635-350-945          Trade            $282,569

Siemens
200 Somerset Corporate Blvd.
Bridge Water, NJ 08807              Trade            $243,421

Benchmark East Kilbride
1 Singer Road
East Kilbride, Glasgow
SCOTLAND                            Lease            $235,960

Motoyasu Kokubo ARDK Consulting
1-3-14 Seta Setagaya-kmu
Tokyo, JAPAN                        Trade            $189,750

AVNET Electronics Marketing
P.O. Box 70390
Chicago, IL 60673                   Trade            $165,315

Plastic Moldings Company, LLC
2181 Grand Avenue
Cincinnati, OH 45214                Trade            $138,133

Arnold, Becker & Stevens Ltd.
246 Fifth Avenue - Ste. 200
New York, NY 10001                  Trade            $124,669

IMCO
858 North Lenola Road
Moorestown, NJ 55440                Trade            $112,599

PSOS
500 Wind River Way
Alameda, CA 94501                   Trade            $105,443

BP Holdings, Inc.
63rd Avenue East
Bradenton, FL 34203                 Contract         $105,117

Accenture LLP
5450 Explorer Drive, Suite 400
Mississauga, ON L4W5M1
CANADA                              Trade            $101,070

First Campus Limited Partnership
702 Russel Ave, Suite 400
Gaithersburg, MD 20877              Contract          $96,796

Willtech, Inc.
448-3 Seonge-Dong
Seoul 134-030
SOUTH KOREA                         Trade             $95,000


    (B) da Vinci Systems, Inc.

        da Vinci presents the Court with a list of its 20-
largest unsecured creditors, excluding debts owed to insiders,
as of the Petition Date:

                                    Nature        
Creditor                            of Claim     Claim Amount
--------                            --------     ------------
Avnet Electronics
P.O. Box 70390
Chicago, IL 60673                   Trade             $51,013

HBM HB House
Chalfont Rd.
Beaconsfield
Buckinghamshire, HP9 2QP
ENGLAND                             Trade             $40,000

Sony Electronics, Inc.
22471 Network Place
Chicago, IL 60673                   Trade             $33,275

AMEX CPC 20002
N. 19th Avenue
Phoenix, AZ 85027                   Trade             $30,362

Avnet Applied Computing
P.O. Box 70390
Chicago, IL 60673                   Trade             $29,121

Arrow Electronics, Inc.
P.O. Box 350090
Boston, MA 02241                    Trade              $8,938

Independent Electric
4502 W. Hacienda Ave.
Las Vegas, NV 89118                 Trade              $8,700

Noritake Company, Inc.
P.O. Box 6002, FDR Station
New York, NY 10022                  Trade              $8,239

Sho-Air
P.O. Box 19786
Irvine, CA 92683                    Trade              $8,000

Marcel Electronics International
130 W. Bristol Lane
Philadelphia, PA 19170              Trade              $7,224

Federal Express Corporation
P.O. Box 1140
Memphis, TN 38101                   Trade              $7,056

John Galvin
48 Dendy Street
Brighton, VIC 3186
AUSTRALIA                           Trade              $6,620

Jolt Technology, Inc.
6801 NW 15th Ave
Ft. Lauderdale, FL 33309            Trade              $6,588

BEI Technologies, Inc.
P.O. Box 51727
Los Angeles, CA 90051               Trade              $6,090

AT&T (Long Distance AZ)
P.O. Box 78522
Phoenix, AZ 85062                   Trade              $5,550

Mary Lee Parisi
12607 Darla Avenue
Granada Hills, CA 91344             Trade              $5,500

American Express
20002 N. 19th Ave.
Mail Code A-21
Phoenix, AZ 85027                   Trade              $5,346

FP&L
General Mail Facility
Miami, FL 33188                     Trade              $5,300

Jim Mann
131 Oakland Avenue
West Hempstead, NY 11552            Trade              $5,250

AT&T Wireless
P.O. Box 78224
Phoenix, AZ 85062                   Trade              $4,780


    (C) Itronix Corporation

        Itronix Corporation presents the Court with a list of
its 20-largest unsecured creditors, excluding debts owed to
insiders, as of the Petition Date:

                                    Nature        
Creditor                            of Claim     Claim Amount
--------                            --------     ------------
Twinhead International Corp.   
10F, NO 550
Rueiguang RD Neihu
Chiu Taipei 104 TAIWAN              Trade          $2,498,821

National Sales & Service Coord.
631 N. Elmwood Avenue
Oak Parks, IL 60302                 Trade            $346,583

Wistron Corporation
21 F, 88, Sec 1, Hsin Tai Wu Rd
Hsichih, Taipei Hsein 221 TAIWAN    Trade            $221,319

Sierra Wireless Data, Inc.
PO Box 11626
Tacoma, WA 98411                    Trade            $198,800

HCL Technologies America
330 Potrero Avenue
Sunnyvale, CA 94086                 Trade            $187,500

Gunze Electronics
Bldg #5400
2113 Wells Branch Parkway
Austin, TX 78728                    Trade            $175,050

Micro Power Electronics, Inc.
22995 NW Evergreen Pkw., Suite 101
Hillsboro, OR 97124                 Trade            $162,200

Universal Scientific Ind. Co.
NO 141, LN 351, Taiping Rd Sec 1
Tsao Tuen, Nan Tou, TAIWAN R.O.C.   Trade            $153,886

Wireless Matrix
102, 1530 27th Ave. NE
Calgary, Alberta, T2E 7S6
CANADA                              trade            $103,870

Moltech Power Systems Ltd.
Unti 20 Loomer Rd
Chesterton, Newcastle-Under-Lyme
Staffs, ENGLAND                     Trade            $103,699

Sunrex Technology Corp.
No. 188-1, Chung Cheng Rd.
Ta Ya Shiang, Taishung Hsien
TAIWAN                              Trade             $92,183

Scientific Dimensions
2417 Aztec Road, NE
Albuquerque, NM 87107               Trade             $85,355

Global Wireless Data
3000-B Business Park Drive
Norcross, GA 30071                  Trade             $75,202

Microsoft Services
P.O. Box 844510
Bank of America
Dallas TX 75284                     Trade             $72,000

Research in Motion
295 Phillip Street
Waterloo, Ontario N2L3W8
CANADA                              Trade             $58,986

EMC Test Systems LP
1301 Arrow Point Drive
Cedar Park, TX 78613                Trade             $57,135

West Coast Paper Company
1011 Western Avenue, Ste. 601
Seattle, WA 98104                   Trade             $47,726

Arrow Electronics Inc.
PO Box 350090
Boston, MA 02241                    Trade             $46,440

Avnet Electronics Marketing
8214 154th Avenue NE
Redmond, WA 98052                   Trade             $46,105

Spokane County Treasurer
Personal Property Tax Dept.
P.O. Box 199                        Government
Spokane, WA 99210                   Contract          $44,338



    (C) Consolidated List of the Debtors' 51-Largest Creditors

        Without any explanation of the motivation or
distinction, the Debtors collectively present the Court with a
list of their 51-largest unsecured creditors, excluding debts
owed to insiders, as of the Petition Date:

                                    Nature        
Creditor                            of Claim     Claim Amount
--------                            --------     ------------
U.S. Bancorp, as trustee
   to the Senior Subordinated
   Notes due 2008
225 Asylum Street
23rd Floor
Hartford, CT 06103                               $168,715,000

Benchmark Electronics-Winona
PO Box 200621
Houston, TX 77216                                  $2,707,788

Twinhead International Corp.
10f, No 550, Rueiguang Rd
Neihu Chiu Taipei 104 TAIWAN                       $2,311,876

Software House International
Weston Canal Plaza
2 Riverview Drive
Somerset, NJ 08873                                 $2,024,075

Trilithic
1350 Port Republic Road
Harrisonburg, VA 22801                             $1,303,689

Sap America
PO Box 7780-4024
Philadelphia, PA 19182                             $1,124,905

Comsonic
9710 Park Davis Drive
Indianapolis, IN 46235                               $723,772

Benchmark Electronics
8500 Phoenix Drive
Manassas, VA 20110                                   $560,027

National Sales & Service Coord.
631 N. Elmwood Ave.
Oak Park, IL 60302                                   $516,971

Benchmark East Kilbride
1 Singer Road
Kelvin Industrial Estate
East Kilbride, G75 Oye
SCOTLAND                                             $490,141

GSS Array Technology/Benchmark
94 Moo 1 Hi-Tech Ind.
Estate Banlane
Bang Pa-In, Ayudhaya 13160
THAILAND                                             $404,603

Keltech
7508 Hitech Road
Roanoke, VA 24019                                    $337,745

Sierra Wireless Data, Inc.
PO Box 11626
Tacoma, WA 98411                                     $266,800

Universal Scientific Ind. Co.
No 141, Ln351, Taiping Rd.
Sec 1 Tsao Tuen, Nan-Tou
TAIWAN R.O.C.                                        $257,437

Siemens
200 Somerset Corporate Blvd
Bridge Water, NJ 08807                               $239,461

Avnet Electronics Marketing
8214 154th Avenue NE
Redmond, WA 98052                                    $235,473

Wistron Corporation
21f, 88, Sec 1, Hsin Tai Wu
Rd Hsichih, Taipei Hsien 221
TAIWAN R.O.C.                                        $228,478
Motoyasu Kokubo
1-3-14 Seta Setagaya-Kmu
Tokyo, JAPAN                                         $189,750

Microsoft
PO Box 100430
Atlanta, GA 30384                                    $169,102

Micro Power Electronics Inc.
Suite 101
22995 NW Evergreen Parkway
Hillsboro, OR 97124                                  $162,200

Arrow Electronics, Inc.
PO Box 350090
Boston, MA 02241                                     $138,681

Plastic Moldings Company, LLC
2181 Grand Avenue
Cincinnati, OH 45214                                 $138,654

Imco
858 North Lenola Road
Moorestown, NJ 08057                                 $134,428

United Parcel Service
PO Box 894820
Los Angeles, CA 90189                                $125,935

Arnold, Becker & Stevens Ltd.
246 5th Avenue Ste 200
New York, NY 10001                                   $124,669

Solaris
5866 E Naples Plaza
Long Beach, CA 92869                                 $105,443

BP Holdings, Inc                    Rent
2501 63rd Avenue East
Bradenton, FL 34203                                  $105,117

Transworld Connections, Ltd
260 Fastner Drive
Lynchburg, VA 24502                                  $105,005

Partminer, Inc.
80 Ruland Road
Melville, NY 11747                                   $104,100

Wireless Matrix
102, 1530 - 27th Ave NE
Calgary, Alberta T2E 7S6
CANADA                                               $103,870

HCL Technologies America
330 Potrero Avenue
Sunnyvale, CA 94086                                  $103,500

Moltech Power Systems Ltd.
Unit 20 Loomer Road
Chesterton,
Newcastle-Under-Lyme
Staffs ENGLAND                                       $102,449

Sprint
PO Box 96028
Charlotte, NC 28296                                  $101,854

Accenture LLP
5450 Explorer Dr., Ste. 400
Mississauga, ON L4W 5M1         
CANADA                                               $101,070

Avnet Electronics
PO Box 70390
Chicago, IL 60673                                     $98,458
First Campus Limited
   Partnership                      Rent
702 Russel Ave
Gaithersburg, MD 20877                                $96,796

Willtech, Inc.
448-3 Seonge-Dong
Seoul, KO 134-030
SOUTH KOREA                                           $95,000

Sunrex Technology Corp.
No.188-1,Chung Cheng
Rd. Ta Ya Shiang,
Taishung Hsien
TAIWAN                                                $92,933

Intech Partners Twelve, LLC         Rent
9777 North College Avenue
Indianapolis, IN 46280                                $92,369

Alexandria Packaging
135 S. La Salle
Chicago, IL 60674                                     $91,190

Scientific Dimensions
2417 Aztec Road NE
Albuquerque, NM 87107                                 $88,989

Corio, Inc
959 Skyway Road, Suite 100
San Carlos, CA 94070                                  $83,815

TW Telecom LP
10475 Park Meadows Drive
Littleton, CO 80124                                   $81,777

Sussex Systems, Inc.
841 F Quince Orchard Blvd.
Gaithersburg, MD 20878                                $81,384

Ogilvyone Worldwide
309 W 49th Street
New York, NY 10019                                    $80,800

Qualcomm
5775 Morehouse Drive
San Diego, CA 92121                                   $80,124

Technigraphics of MD, Inc.
PO Box 6737
Baltimore, MD 21285                                   $75,224

Global Wireless Data
3000-B Business Park Drive
Norcross, GA 30071                                    $75,202

NCT, Inc.
11501 Georgia Ave., Suite 504
Wheaton, MD 20902                                     $72,048

Microsoft Services
PO Box 844510
Dallas, TX 75284                                      $72,000

Derby Custom Cases   
24350 State Road 23
South Bend, IN 46614                                  $70,059

The information contained in these lists does not constitute an
admission of liability by, nor is it binding on, the Debtors.  
Further, the Debtors make it clear that all claim amounts are
subject to customary reconciliation and adjustment.


ADELPHIA COMMS: Kagan Media Okayed as Equity Committee's Analyst
----------------------------------------------------------------
The Official Committee of Equity Security Holders in the Chapter
11 cases of Adelphia Communications and its debtor-affiliates
obtained permission from the Court to retain Kagan Media
Appraisals, a division of Primedia, to provide expert analysis
and testimony with respect to the valuation of the ACOM Debtors'
enterprise, including its businesses and valuation trends within
the cable television industry.  The Equity Committee retains
Kagan nunc pro tunc to February 25, 2003, the date that Kagan
commenced performing services on the Equity Committee' behalf.

Kagan will be compensated for providing expert analysis and
testimony at its standard rate of $600 per hour with a minimum
of $6,000 per day for days in which testimony is proffered.  In
addition, Kagan will seek compensation for preparation of
testimony, including research, review of documents and
preparation of any written reports or trial exhibits at these
hourly rates:

       Senior Analyst                         $600
       Analyst                                 400
       Associate Analyst                       325
       Research Associate                      250
       Support/Assistants                      150
       Travel Time                             300

In addition, Kagan will seek reimbursement of actual and
necessary expenses incurred.  The expenses charged to clients
include telephone and telecopier toll charges, mail and express
mail charges, special or hand delivery charges, document
processing and photocopying charges, special research charges,
report productions, travel expenses, expenses for "working
meals" and computerized research costs. (Adelphia Bankruptcy
News, Issue No. 33; Bankruptcy Creditors' Service, Inc.,
609/392-0900)

DebTraders reports that Adelphia Communications' 9.875% bonds
due 2005 (ADEL05USR2) are trading at 50 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=ADEL05USR2  
for real-time bond pricing.


ADVOCAT INC: Annual Shareholders' Meeting Slated for June 4
-----------------------------------------------------------
The Annual Meeting of Stockholders of Advocat Inc. will be held
at the offices of Harwell Howard Hyne Gabbert & Manner, P.C.,
315 Deaderick Street, Suite 1800, Nashville, Tennessee 37238, on
Wednesday, June 4, 2003, at 10:30 a.m. Central Daylight Time,
for the following purposes:

    1. To elect two Class 3 directors to hold office for a three
       year term until their successors are duly elected and
       qualified;

    2. To vote on a stockholder proposal regarding the Company's
       shareholder rights plan, if the proposal is presented at
       the Annual Meeting; and

    3. To transact such other business as may properly come
       before the meeting or any adjournment thereof.

Stockholders of record at the close of business on April 21,
2003 will be entitled to vote at the meeting.

The company operates some 65 owned or managed nursing homes with
more than 7,000 beds, as well as about 55 assisted-living
centers with nearly 5,500 units. The company focuses on rural
areas, mainly in the Southeast and Canada. Advocat's facilities
provide a range of health care services including skilled
nursing, recreational therapy, and social services, as well as
rehabilitative, nutritional, respiratory, and other specialized
ancillary services. Payments from Medicare and Medicaid account
for more than 80% of total revenues.

At December 31, 2002, the Company's balance sheet shows a
working capital deficit of about $59 million, and a total
shareholders' equity deficit of about $34 million.


AGROTECH GREENHOUSES: Unit Files for BIA Protection in Canada
-------------------------------------------------------------
Agrotech Greenhouses Inc. (TSX-VEN:AGV) announces that the bank
providing funding to the Company's operating subsidiary,
Hazelmere Greenhouses Ltd., has made demand for repayment of
amounts owing pursuant to demand credit facilities in the
aggregate principal amount of $3,156,770.54.

As a result, Hazelmere has filed a notice of intent to make a
proposal under the Bankruptcy and Insolvency Act and is
reviewing its options in connection with a potential refinancing
and/or sales of assets.


AGWAY: Muller & Muller Continues Serving as Litigation 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 Muller & Muller as their
Litigation Counsel.

Muller & Muller has represented the Debtors as their defense
counsel in several personal injury actions since October 1999.  
In this engagement, Muller & Muller will provide services in
defense of four bodily injury claims:

     a) Liberty Mutual v Avway, et al, - Washington Co - Index
        No. 2883E

     b) Nevins v Agway, et al. - Warren County - Index No. 42063

     c) Miller v Agway, et al. - Clinton County - Index No. 02-
        691

     d) Geraghty v Agway, et al. - Washington County - Index No.
        1748E

The Firm's average hourly rate is $125 per hour.  The Firm
estimated its average monthly compensation based on its
prepetition retention amounting to $1,000 per month.  Muller &
Muller assures the Court that it is a "disinterested person" as
defined in the Bankruptcy Code.

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.


ALLIED HOLDINGS: Sets Annual Shareholders' Meeting for June 19
--------------------------------------------------------------
The annual meeting of shareholders of Allied Holdings, Inc. will
be held at the corporate offices of the Company, 160 Clairemont
Avenue, 3rd Floor Conference Room, Decatur, Georgia 30030, on
June 19, 2003 at 10:00 a.m., local time, for the following
purposes:

   1. To elect four directors for terms ending in 2006;

   2. To amend the Company's Employee Stock Purchase Plan to
      increase the number of shares subject to the ESPP by
      350,000 shares; and
    
   3. To take action on whatever other business may properly
      come before the meeting.
    
Only holders of record of common stock at the close of business
on April 22, 2003 will be entitled to vote at the meeting.

                         *    *    *

As previously reported in Troubled Company Reporter, Standard &
Poor's affirmed its 'B' corporate credit rating on automobile
transporter Allied Holdings Inc., and at the same time, removed
the ratings from CreditWatch. The action reflected Allied
Holdings' announcement that it had refinanced an unrated $230
million revolving credit facility and $40 million in unrated
subordinated debt.

Allied Holdings, based in Decatur, Ga., is the largest North
American motor carrier of new and used automobiles and light
trucks. The company has about $370 million in debt and operating
leases.


ALTERRA: Wants Lease Decision Deadline Moved to July 21, 2003
-------------------------------------------------------------
Alterra Healthcare Corporation wants to further extend its time
period within which it must elect whether to assume, assume and
assign or reject unexpired nonresidential real property leases.  
The Debtor wants its lease decision period extended through
July 21, 2003.

The Debtor points out that the value of its estate may be
jeopardized if it loses the right to assume and assign any of
the Unexpired Leases.

Since the Petition Date, the Debtor's efforts have been focused
on implementing the Debtor's restructuring initiatives and
ensuring a smooth transition into this chapter 11 case.  The
Debtor has also been in discussion with its postpetition lenders
and others regarding a possible equity or equity-linked
investment in the Debtor upon the confirmation of a plan of
reorganization.  

The anticipated Exit Equity Financing plays an important role in
shaping the Debtor's plan of reorganization and the structure of
its business after confirmation. Until these discussion have
concluded and an appropriate marketing and auction process has
been conducted, the Debtor will not be in a position to
determine with finality which Unexpired Leases will have
continuing value upon Debtor's emergence from chapter 11.

Additionally, the real estate of the Debtor's residences is
largely owned through a series of non-debtor subsidiaries or
particular third-party landlords.  As such, substantially all of
the Debtor's residences are leased either directly from third
parties or are leased or subleased from one of the Debtor's non-
debtor subsidiaries.  Thus, any decision about whether to reject
or assume the Unexpired Leases is, necessary, a decision about
the future direction of the Debtor's business and operations.

Alterra Healthcare Corporation, one of the nation's largest and
most experienced healthcare providers operating assisted living
residences, filed for chapter 11 protection on January 22, 2003,
(Bankr. Del. Case No. 03-10254). James L. Patton, Esq., Edmon L.
Morton, Esq.. Joseph A. Malfitano, Esq., and Robert S. Brady,
Esq., at Young, Conaway, Stargatt & Taylor LLP represent the
Debtors in their restructuring efforts. When the Company filed
for protection from its creditors, it listed $735,788,000 in
assets and $1,173,346,000 in total debts.


AMI SEMICONDUCTOR: March 29 Net Capital Deficit Widens to $254MM
----------------------------------------------------------------
AMI Semiconductor, a leader in the design and manufacture of
application-specific integrated circuits, reported results for
the first quarter ended March 31, 2003.

Net income for the first quarter of 2003 was $1.8 million
compared to a net loss of $1.1 million for the first quarter of
2002. First quarter revenues were $102.8 million, which compares
with fourth quarter 2002 revenues of $102.5 million and first
quarter 2002 revenues of $69.0 million. The first quarter of
2002 does not include the results from the June 2002 acquisition
of the mixed-signal business activities of Alcatel
Microelectronics and thus does not reflect what revenue would
have been had the acquisition been part of AMI Semiconductor at
that point in time.

AMIS generated EBITDA of $22.1 million compared to $19.5 million
for the fourth quarter of 2002 and $11.0 million for the first
quarter of 2002. Additionally, the company's cash balance
increased from $62.2 million to $76.3 million.

At March 29, 2003, the Company's balance sheet shows a total
shareholders' equity deficit of about $254 million.

"Compared to the fourth quarter of 2002, gross margin is up, fab
utilization has increased and we continue to win key designs at
strategic customers across a broad spectrum of applications in
our target markets," commented Chris King, president and CEO.
"We are in the last stages of completion of the integration of
the Alcatel mixed-signal business which has proven to be a great
advantage as we strive to provide a total custom solution to the
automotive, industrial, medical, and communication markets."

"We are very pleased to have achieved our cost reduction goals
in the first quarter," said Brent Jensen, senior VP and CFO of
AMIS. "We also saw continued strength in our end markets during
the quarter, especially with our European customers."

AMI Semiconductor is a leader in the design and manufacture of
silicon solutions for the real world. As a widely recognized
innovator in state-of-the-art mixed-signal technologies and mid-
range digital ASICs including ASIC conversion services, AMIS is
committed to providing customers with the optimal value,
quickest time-to-market ASIC solutions. Offering unparalleled
manufacturing flexibility and dedication to customer service,
AMI Semiconductor operates globally with headquarters in
Pocatello, Idaho, European corporate offices in Oudenaarde,
Belgium, and a network of sales and design centers located in
the key markets of the United States, Europe and the Asia
Pacific region. For more information, please visit the AMIS Web
site at http://www.amis.com  


ANC RENTAL: Wants Until June 16 to File Creditors' Claims
---------------------------------------------------------
ANC Rental Corporation and its debtor-affiliates ask the Court
to further extend the period set forth in Rule 3004 of the
Federal Rules of Bankruptcy Procedure within which they may file
claims on a creditor's behalf from April 14, 2003 to and
including June 16, 2003.

Bonnie Glantz Fatell, Esq., at Blank Rome LLP, in Wilmington,
Delaware, reports that as of the Bar Date, over 8,600 proofs of
claim have been filed.  In the brief time since the Bar Date, it
has been impossible for the Debtors to have reviewed all the
proofs of claim, which have been filed to determine whether
there are any creditors for whom the Debtors believe that a
proof of claim should be filed in order to have the claim
addressed through the plan process.  Notwithstanding, the
Debtors have been diligently working to resolve and reconcile
the numerous proofs of claims, which have been filed, and
potential claims, which would require the Debtors to file a
proof of claim on behalf of that potential claimant to properly
and effectively resolve the claim.

The extension requested will afford the Debtors sufficient
opportunity to assess whether there are existing creditors on
whose behalf the Debtors should file a proof of claim.

The Court will convene a hearing today to consider the Debtors'
request.  By application of Rule 9006-2 of the Local Rules of
Bankruptcy Practice and Procedure of the United States
Bankruptcy Court for the District of Delaware, the time to file
creditor claims is automatically extended until the conclusion
of that hearing. (ANC Rental Bankruptcy News, Issue No. 31;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


AVAYA INC: Commences Public Offering of $175M of Sr. Sec. Notes
---------------------------------------------------------------    
Avaya Inc. (NYSE: AV), a leading global provider of business
communications networks and services to businesses, intends to
initiate a public offering of approximately $175 million of
senior secured notes.

The note will form a single series with the company's
outstanding 11-1/8% senior secured notes due 2009 (CUSIP:
053499AB5) and will have the same terms and conditions as those
outstanding notes.  The net proceeds from the transaction will
be used for general corporate purposes including, but not
limited to, the repurchase of the company's Liquid Yield
Option(TM) Notes due 2021.

The offering is being made pursuant to an effective shelf
registration statement.

Citigroup and Credit Suisse First Boston are acting as joint
book-running managers for the offering.

This offering may be made only by means of the prospectus and
the related prospectus supplement, copies of which may be
obtained, when available, from Citigroup Global Markets Inc.,
Brooklyn Army Terminal, 140 58th Street, 8th Floor, Brooklyn,
New York 11220.

Liquid Yield Option and LYON are trademarks of Merrill Lynch &
Co., Inc.

At March 31, 2003, the Company's balance sheet shows a total
shareholders' equity deficit of about $25 million.

Avaya Inc.'s 11.125% bonds due 2009 (AV09USR1), DebtTraders
reports, are trading above par at 110 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=AV09USR1for  
real-time bond pricing.


AVAYA INC: S&P Downgrades Corporate Credit Rating to B+ from BB-
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Avaya Inc. to 'B+' from 'BB-', affirmed the existing
senior secured debt rating at 'B+', assigned 'B+' to Avaya's
proposed $175 million add-on sale of senior secured notes, and
affirmed the senior unsecured debt rating at 'B'.

With the reduction in the amount of first-priority debt
contained in Avaya's revolving credit facility to $250 million,
from $561 million, Standard & Poor's has determined that
prospects for recovery for second-priority senior secured note
and senior unsecured debt holders have improved, and the
notching of these securities has been changed to reflect the new
capital structure. The outlook is stable. Avaya had $886 million
of funded debt outstanding as of March 31, 2003.

Avaya, a leading provider of enterprise telephony systems and
services, is based in Basking Ridge, New Jersey.

"We expect Avaya's weakened profitability and debt protection
metrics to continue, partially offset by its strong market
position," said Standard & Poor's credit analyst Joshua Davis.
"We expect enterprise customers to remain in a defensive posture
with regard to capital spending in 2003."

Demand is inhibited in part by cautiousness among customers in
transitioning to Internet Protocol-based voice systems while at
the same time avoiding further spending on legacy traditional
PBX equipment.

The proceeds of the sale of notes are expected to be used in
part to retire portions of Avaya's LYONs and thus overall levels
of funded debt are not expected to increase on a permanent
basis. Avaya's leverage is also affected by unfunded pension and
health benefits, which as of Sept. 30, 2002, amounted to an
estimated $800 million, adjusted for the tax benefits of pension
contributions.

Avaya intends to use the $175 million-$200 million of net
proceeds from the note sale for corporate purposes, including
buying back or otherwise settling in cash the outstanding LYONs,
which are puttable on Oct. 31, 2004.


AVAYA INC: Moody's Affirms Ratings at Lower-B Level
---------------------------------------------------
Moody's Investors Service affirmed the ratings for Avaya, Inc.
Rating outlook for the senior unsecured LYONs is stable, outlook
for the rest of the ratings is stable.  

                    Ratings Affirmed

        * Senior implied rating of B2

        * Senior secured notes of B2

        * Issuer rating of B3

        * Senior unsecured notes (LYONs) of B3

        * Senior unsecured shelf of (P)B3

        * Preferred shelf of (P)Caa2

The ratings affirmation followed the company's announcement to
commence a public offering of about $175 million in senior
unsecured notes.

The stable outlook mirrors Moody's belief that Avaya's increased
cash position is sufficient to carry it through this year. On
the other hand, the LYONs' negative outlook reflects the
possibility of the notes' restructuring in the future.

Avaya Inc., based in Basking Ridge, New Jersey, is a leading
supplier of communications systems and software for enterprise
customers.


BACK BAY: Wins Okay to Use Cash Collateral to Operate Restaurant
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Massachusetts gave
its nod of approval to Back Bay Brewing Company, Ltd.'s request
to use its lender's cash collateral in its restaurant business.

As of the Petition Date, the outstanding principal balance Bay
Back owes to LQ Acquisition Company under its loan agreement is
$453,207 plus accrued interest, fees and costs.  Two other
creditors hold security interests in Debtor's property junior to
LQ:

          i) Idine          $130,000
         ii) Clever Ideas   $ 22,000

The Debtor maintains that using LQ's cash collateral will
minimize disruption of the business, will increase the
possibility for a successful reorganization and is in the best
interest of the Debtor, creditors and Debtor's estate.

LQ Acquisition agrees to the Debtor's use of cash collateral
pursuant to this Budget:

                        13-Apr  20-Apr  27-Apr  4-May
                        ------  ------  ------  -----
Receipts               73,500  78,750  57,750  63,000
Cost of Goods          18,050  19,339  14,182  15,471
Payroll                17,603  18,645  14,474  15,517
Cumulative Profit      11,715  26,186  31,735  39,515

                        11-May  18-May  25-May  1-Jun
                        ------  ------  ------  -----
Receipts               63,000  63,000  60,375  60,375
Cost of Goods          15,471  15,471  14,826  14,826
Payroll                15,517  15,517  14,995  14,995
Cumulative Profit      47,294  55,074  61,738  68,403

                        8-Jun   15-Jun  22-Jun  29-Jun
                        -----   ------  ------  ------
Receipts               60,375  60,375  60,375  60,375
Cost of Goods          14,826  14,826  14,826  14,826
Payroll                14,995  14,995  14,995  14,995
Cumulative Profit      75,067  81,732  88,396  95,061

                        6-Jul
                        -----
Receipts               60,375
Cost of Goods          14,826
Payroll                14,995
Cumulative Profit     101,725

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.


BANC OF AMERICA: Fitch Rates P-T Certs. Class B-4 & B-5 at BB/B
---------------------------------------------------------------
Banc of America Alternative Loan Trust 2003-3 mortgage pass-
through certificates, classes A-1 through A-5, A-R, A-LR, A-WIO,
and A-P (senior certificates, $285.8 million) are rated 'AAA' by
Fitch Ratings. In addition, Fitch rates class B-1 ($6.8 million)
'AA', class B-2 ($3 million) 'A', class B-3 ($1.5 million)
'BBB', class B-4 ($1.5 million) 'BB' and class B-5 ($1.1
million) 'B'.

The 'AAA' rating on the senior certificates reflects the 5%
subordination provided by the 2.25% class B-1, 1% class B-2,
0.50% class B-3, 0.50% privately offered class B-4, 0.35%
privately offered class B-5 and 0.40% privately offered class B-
6. Classes B-1, B-2, B-3, and the privately offered classes B-4,
B-5 and B-6 are rated 'AA', 'A', 'BBB', 'BB', and 'B',
respectively, based on their respective subordination.

The ratings also reflect the quality of the underlying
collateral, the capabilities of Bank of America Mortgage, Inc.
as servicer (rated 'RPS1' by Fitch), and Fitch's confidence in
the integrity of the legal and financial structure of the
transaction.

Approximately 42.56% of the mortgage loans were underwritten
using Bank of America's 'Alternative A' guidelines. These
guidelines are less stringent than Bank of America's general
underwriting guidelines and could include limited documentation
or higher maximum loan-to-value ratios. Mortgage loans
underwritten to 'Alternative A' guidelines could experience
higher rates of default and losses than loans underwritten using
Bank of America's general underwriting guidelines.

The collateral consists of recently originated, conventional,
fixed-rate, fully amortizing, first lien, one- to four-family
residential mortgage loans with original terms to stated
maturity ranging from 180 to 360 months. The weighted average
original loan-to-value ratio for the mortgage loans in the pool
is approximately 68.21%. The average balance of the mortgage
loans is $148,686 and the weighted average coupon of the loans
is 6.253%. The weighted average FICO credit score for the group
is 738. The states that represent the largest geographic
concentration are California (49.95%), Florida (9.91%), and
Massachusetts (2.92%).

Approximately 1.82% of the mortgage loans are secured by
properties located in the state of Georgia, none of which are
governed under the Georgia Fair Lending Act, effective as of
Oct. 2, 2002 and amended effective as of March 7, 2003.

Banc of America Mortgage Securities, Inc. deposited the loans in
the trust, which issued the certificates, representing undivided
beneficial ownership in the trust. For federal income tax
purposes, elections will be made to treat the trust as two
separate real estate mortgage investment conduits. Wells Fargo
Bank Minnesota, National Association will act as trustee.


BATTERSON PARK: Fitch Cuts Class A-5 & B Note Ratings to BB-/C
--------------------------------------------------------------
Fitch Ratings has affirmed and downgraded the ratings of the
following classes of notes issued by Batterson Park CBO I, Ltd.,
as follows:

        -- $131,687,239 class A-3 notes 'AAA';

        -- $24,443,107 class A-4 notes 'AAA'.

        -- $49,500,000 class A-5 notes to 'BB-' from 'BBB+';

        -- $16,500,000 class B notes to 'C' from 'B'.

Batterson Park CBO I, Ltd. is a collateralized bond obligation
managed by General Re / New England Asset Management and is
primarily backed by high yield bonds and loans.

According to its March 26, 2003 trustee report, Batterson Park
CBO I, Ltd.'s portfolio includes a par amount of $26.60 million
(11.73%) in defaulted assets. The transaction's
overcollateralization test is failing at 94.23% with a trigger
of 108%. The weighted average rating factor has increased to
approximately 68.88 ('B-/CCC+'); the initial WARF was 52.2
('B').

In reaching these rating decisions, Fitch had conversations with
GenRe regarding the performance of the portfolio and conducted
several cash flow model runs utilizing various default and
interest rate stress scenarios. Fitch will continue to monitor
this transaction and the accuracy of the ratings.


BETHLEHEM STEEL: USWA Reaches Tentative Agreement with ISG
----------------------------------------------------------
The United Steelworkers of America has reached tentative
agreement on a Combined Company Collective Bargaining Agreement
covering workers at the former Bethlehem Steel facilities being
purchased by International Steel Group.

"Built on our past success in bargaining with ISG, this historic
agreement brings us another step closer to the urgent necessity
of achieving a consolidation of the American steel industry, a
restructuring that our Union has been strongly advocating since
last September," said USWA President Leo W. Gerard.

USWA negotiators from the former Bethlehem Steel facilities at
Sparrows Point, MD; Burns Harbor, IN; Lackawanna, NY; Steelton,
Conshohocken and Coatesville, PA reached the tentative agreement
late last week.

"We have made tremendous progress to ensure that these
communities, which have been producing steel for the last
century, will continue that proud tradition for generations to
come," Gerard said.

In September 2002, the union's Basic Steel Industry Conference
established a set of principles that it said were necessary to
bring about a humane consolidation of the American steel
industry.

Since then, the principles laid out by the BSIC have served as
guideposts in negotiating a labor agreement with ISG that
establishes reduced management staffing, provides workers a
stronger voice in productivity improvements, secures industry-
leading wages and incentives, and takes the historic step of
securing commitments to invest in North American steel making
facilities.

"This contract is a testament to the wisdom and creativity
displayed by both our members and ISG management in solving the
numerous difficult issues left behind by the departing
management of Bethlehem," said David McCall, Director of USWA
District 1, who also served as chairperson of the USWA's ISG
negotiating committee.

The new agreement, if ratified, will be in place until September
of 2008.

Ratification votes by Steelworker members at the former
Bethlehem facilities are being planned. Specifics of the
tentative agreement will not be available until after the
ratification vote, the Union said, in customary deference to its
members' right to review agreements before their specifics are
publicized.


BURLINGTON: Earns Nod to Extend Hilco's Engagement Until Oct. 8
---------------------------------------------------------------
Burlington Industries, Inc., and its debtor-affiliates obtained
permission from the Court to extend the Termination Deadline for
the retention and employment of Hilco in these Chapter 11 cases,
on the same terms and subject to the same conditions set forth
in the Retention Documents to the earlier of the Effective Date,
or October 8, 2003.

Until such date, Hilco will continue to provide the Debtors with
real estate consulting and advisory services in these Chapter 11
cases in connection with certain of the Debtors' properties
identified for sale or divesture.

To date, Hilco has assisted the Debtors in selling five Owned
Properties, and a portion of another Owned Property, for
approximately $5,102,840 in the aggregate.  Hilco is continuing
to assist the Debtors in the sale or divestiture of the
remaining Owned Properties. (Burlington Bankruptcy News, Issue
No. 32; Bankruptcy Creditors' Service, Inc., 609/392-0900)    


CANNONDALE: Completes Sale of Certain Assets to Pegasus Partners
----------------------------------------------------------------
An upbeat, optimistic Cannondale concluded its rapid transition
through the Chapter 11 bankruptcy process with the closing on
the sales of the assets of its bicycle and motorsports divisions
to affiliates of Pegasus Partners II, L.P.  The Company had
filed for Chapter 11 protection in late January following
mounting losses incurred by its motorsports division.

Going forward, the bicycle business will be incorporated as the
Cannondale Bicycle Corporation. Dan Alloway and Scott Montgomery
will continue as senior executives of the Company as Vice
President of Sales and Vice President of Marketing,
respectively. In addition, the Company is recruiting a Chief
Financial Officer and a Chief Operating Officer to bring
additional stability to the business. Company founder Joe
Montgomery will be a consultant to the Company.

"We're extremely happy to have concluded the Chapter 11 process
so quickly", said Scott Montgomery, who also provided some
perspective. "We were in Chapter 11 for less than 100 days, but
we've been a successful part of the bike industry for 32 years.
We are back to our roots and it feels good to bring renewed
focus to the bicycle business."

Alloway echoed Montgomery's optimism. "Chapter 11 of the
Bankruptcy Code is designed to help a company come back stronger
and more competitive than before, and that's exactly what's
happened with Cannondale," said Alloway. "Every day we're
producing and shipping new bikes, apparel and accessories from
our factory in Bedford, Pennsylvania. The products are selling
through well at retail, and we've got a very strong line planned
for 2004."

Pegasus plans few changes to Cannondale's bicycle business,
which remained profitable throughout the Company's motorsports
efforts. Pegasus will move forward with Cannondale's existing
staff, facilities, dealer network and overall strategy in the
U.S. and at its European, Japanese and Australian subsidiaries.
Pegasus plans to sell Cannondale's motorsports assets.

David Uri, a Partner at Pegasus, explained why no other
significant changes are planned. "Cannondale's difficulties were
not related to its bicycle business," said Uri. "The problems
came from its motorsports effort. The bicycle division has
remained profitable, which is a stunning accomplishment given
the burden and distraction that motorsports imposed."

"We have no desire to disrupt a winning formula," continued Uri.
"As we've said before, our job now is to support and supplement
the existing Cannondale team to allow them to concentrate on
what they do best - designing, manufacturing and marketing
lightweight, high-performance bicycles for the specialty retail
market."

The sales of the assets of both divisions were conducted
pursuant to an auction under Section 363 of the United States
Bankruptcy Code in the U.S. Bankruptcy Court in the District of
Connecticut (Bridgeport Division), and were sold free and clear
of all liens, claims, interests and encumbrances. Cannondale
filed a voluntary petition for Chapter 11 bankruptcy protection
on January 29, 2003. Cannondale's largest secured creditor,
Pegasus had agreed in late January to act as the "stalking
horse" bidder in the auction, which took place on March 20,
2003. On March 28, 2003 the Bankruptcy Court approved the Asset
Purchase Agreement by and between Cannondale and Pegasus.
Pursuant to the terms of the Asset Purchase Agreement,
substantially all of Cannondale's assets, including the
Company's bicycle and motorsports divisions were purchased by
affiliates of Pegasus.


CHAMPIONLYTE PRODUCTS: Unit Launches Reformulated Sports Drink
--------------------------------------------------------------
ChampionLyte Beverages, Inc., a wholly owned subsidiary of
ChampionLyte Holdings, Inc. (OTC Bulletin Board: CPLY) announced
that the inaugural production run of the reformulated
ChampionLyte(R) will be shipped the week of May 12.

ChampionLyte(R), the first completely sugar-free entry into the
multi-billion dollar isotonic sports drink market, is the only
sports drink with no sugar, calories, sorbitol, saccharin,
aspartame caffeine or carbonation. The reformulated product is
now sweetened with Splenda(R), the trade name for Sucralose
produced by McNeil Nutritionals, a Johnson & Johnson company. It
has no label warnings.

"Candidly, the original ChampionLyte(R) did not meet the
superior quality taste profile we demand," said Donna Bimbo,
president of ChampionLyte Beverages, Inc. "We did extensive
research and found that Sucralose, while the most expensive
artificial sweetener, was the best tasting and safest.

"Because Splenda(R) is made from sugar, tastes like sugar, has
no calories and is safe for diabetics, it was the perfect
ingredient for ChampionLyte(R)," said Ms. Bimbo.

"Splenda(R) has given ChampionLyte(R) a great taste without the
ultra-sweet or bitter aftertaste sometimes associated with no-
calorie sweeteners."

Ms. Bimbo said that reaction to the newly formulated drink has
been outstanding.

"The results of both formal and informal taste tests have been
exceptional," said Ms. Bimbo. "What's particularly gratifying is
when individuals who said they didn't like the taste of the old
product rave about the new ChampionLyte(R)," she said.

"The progress that's been made in the last five months has been
nothing short of incredible," said David Goldberg, president of
ChampionLyte Holdings, Inc. "This company was on the verge of
bankruptcy and now it has completed a major restructuring and is
positioned to re-launch a superior product to a vast
marketplace."

"For consumers who are conscientious about diet and exercise,
ChampionLyte(R) is a great tasting thirst-quenching beverage
which replaces electrolytes without the negatives of sugar
sweetened drinks," added Ms. Bimbo.

Ms. Bimbo added that a vast majority of the first production run
has been pre-sold. With the Centers for Disease Control
reporting nearly 20 million diabetics in the United States and
childhood obesity being linked to sugar- sweetened drinks;
sugar-free ChampionLyte(R) is the healthy choice.

"ChampionLyte(R) has all of the good and none of the bad," said
Ms. Bimbo. "Our product is no guilt. It's a unique alternative
to sugar sweetened drinks."

ChampionLyte(R) is available in five flavors: orange, fruit
punch and lemon-lime, pink lemonade and blue raspberry. Ms.
Bimbo said that grape, which had been available in the original
formulation, has been dropped because of inconsistency of the
flavor.

The major advantage of ChampionLyte(R) is that it replaces
electrolytes, especially after exercise, without the
ingredients, which would cause weight, gain -- particularly
sugar. For example: if a man or woman runs on a treadmill for 30
minutes they would burn about 150 calories. By drinking one of
the popular major brand sports drinks that contain 33 to 37
grams of sugar (that's 33 to 37 individual one-gram packs of
sugar) after working out on the treadmill, they would either
cancel out the calories they just burned off, or actually gain
more calories than burned during the workout.

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

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

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


CHASE MORTGAGE: Fitch Upgrades Class B-4 Notes' Rating to BB
------------------------------------------------------------
Fitch Ratings has taken rating actions on the following Chase
Mortgage Finance Trust mortgage pass-through certificate:
Chase Mortgage Finance Trust, mortgage pass-through
certificates, series 1998-S7

        -- Class M affirmed at 'AAA';

        -- Class B-1 upgraded to 'AAA' from 'AA';

        -- Class B-2 upgraded to 'AA' from 'A+';

        -- Class B-3 upgraded to 'A+' from 'BBB+';

        -- Class B-4 upgraded to 'BB' from 'B+'.

Chase Mortgage Finance Trust, mortgage pass-through
certificates, series 2000-S6

        -- Class M affirmed at 'AAA';

        -- Class B-1 affirmed at 'AAA';

        -- Class B-2 upgraded to 'AAA' from 'AA+';

        -- Class B-3 upgraded to 'A+' from 'BBB';

        -- Class B-4 affirmed at 'B'.

Chase Mortgage Finance Trust, mortgage pass-through
certificates, series 2000-S7

        -- Class M affirmed at 'AAA';

        -- Class B-1 affirmed at 'AAA';

        -- Class B-2 upgraded to 'AAA' from 'AA';

        -- Class B-3 upgraded to 'A+' from 'BB';

        -- Class B-4 upgraded to 'BB+' from 'B'.

Chase Mortgage Finance Trust, mortgage pass-through
certificates, series 2000-S8

        -- Class M affirmed at 'AAA';

        -- Class B-1 upgraded to 'AAA' from 'AA+';

        -- Class B-2 upgraded to 'AAA' from 'AA-';

        -- Class B-3 upgraded to 'AA-' from 'BB';

        -- Class B-4 upgraded to 'BB+' from 'B'.

These rating actions are being taken as a result of low
delinquencies and losses, as well as increased credit support.


CHOICE ONE COMMS: March 31 Balance Sheet Upside-Down by $540MM
--------------------------------------------------------------
Choice One Communications (OTC Bulletin Board: CWON), an
Integrated Communications Provider offering facilities-based
voice and data telecommunications services, including Internet
and DSL solutions, to businesses in 29 Northeast and Midwest
markets, announced financial and operating results for first
quarter 2003.

"Our adjusted EBITDA improved for the ninth consecutive quarter,
driven by a combination of top-line growth and improvements in
our cost structure," commented Steve Dubnik, Chairman and Chief
Executive Officer.

First quarter revenue was $80.1 million, up 13% from first
quarter 2002 revenue of $70.6 million and up 10% from fourth
quarter 2002 revenue of $72.6 million. Revenue less network
costs was $39.6 million, or 49.4% of revenue, compared with
$28.4 million, or 40.2% of revenue a year ago and $31.6 million,
or 43.5% of revenue in fourth quarter 2002. Network costs of
$40.5 million were down $1.7 million from first quarter 2002,
benefiting from network optimization initiatives completed
during 2002. Network costs were also down 1% sequentially from
fourth quarter 2002.

Selling, general and administrative expenses for first quarter
2003 decreased by 3.9% and 15.4%, respectively, from fourth
quarter 2002 and first quarter 2002, reflecting the company's
focus on expense management. First-quarter 2003 SG&A expenses
were $31.9 million, or 39.8% of revenue, compared with fourth
quarter 2002 SG&A expenses of $33.2 million, or 45.8% of
revenue. SG&A expenses were $37.7 million, or 53.4% of revenue a
year ago.

Adjusted EBITDA was $8.2 million in the first quarter, a $17.5
million improvement from first quarter 2002 adjusted EBITDA
losses of $9.3 million, and more than double the fourth quarter
2002 adjusted EBITDA of $3.0 million. Capital expenditures were
$1.9 million for the quarter, down $4.6 million from a year ago
and down $6.9 million from fourth quarter 2002.

Cash interest expense, which excludes interest payable in kind,
was $7.5 million during first quarter 2003, compared with $7.2
million during first quarter 2002. At March 31, 2003 the company
had total liquidity of $22.8 million, including $20.2 million of
cash and $2.6 million available under its senior credit
facility.

Net loss applicable to common stockholders was $38.5 million,
compared with a first quarter 2002 net loss of $57.8 million.

At March 31, 2003, the Company's balance sheet shows a total
shareholders' equity deficit of about $540 million.

                Sales and Operating Highlights

During the first quarter, Choice One completed the company-wide
introduction of its new Select Savings plans. The Select Savings
plans offer clients a full range of services (including basic
telephone service, T-1 and DSL), local and long distance calling
plans and features. Local and long distance calling plans,
called 'Choice Call Packs,' are bundled in a variety of sizes,
enabling clients to design calling plans that correspond with
the specific calling patterns of their businesses. These Select
Savings plans provide substantial incremental savings for
clients who subscribe to multiple services or those with above-
average usage.

At March 31, 2003, the company's market penetration was
estimated at 8.2% of addressable business lines compared with
6.6% a year ago. The company places great emphasis on client
satisfaction and retention. Choice One's average monthly churn
rate was 1.6% during first quarter 2003, consistent with fourth
quarter 2002. And during the quarter, Choice One was recognized
by the New York State Public Service Commission (NYSPSC) for
providing excellent telephone service during 2002.

Choice One recently activated intra-city metro fiber in its
Columbus, Ohio market, bringing to 19 the total number of
markets with intra-city fiber networks. The company invests in
fiber networks to optimize its network costs, enhance the
quality and reliability of its services and provide sufficient
bandwidth to support the growth of its business.

"We are pleased with our first quarter results," commented Mr.
Dubnik. "We completed the company-wide rollout of our new Select
Savings plans and our first quarter financial results
demonstrate top-line growth and improved profitability."

Headquartered in Rochester, New York, Choice One Communications
Inc. (OTC Bulletin Board: CWON) is a leading integrated
communications services provider offering voice and data
services including Internet and DSL solutions, to businesses in
29 metropolitan areas (markets) across 12 Northeast and Midwest
states. Choice One reported $290 million of revenue in 2002, has
more than 100,000 clients and employs approximately 1,400
colleagues.

Choice One's markets include: Hartford and New Haven,
Connecticut; Rockford, Illinois; Bloomington/Evansville, Fort
Wayne, Indianapolis, South Bend/Elkhart, Indiana; Springfield
and Worcester, Massachusetts; Portland/Augusta, Maine; Grand
Rapids and Kalamazoo, Michigan; Manchester/Portsmouth, New
Hampshire; Albany (including Kingston, Newburgh, Plattsburgh and
Poughkeepsie), Buffalo, Rochester and Syracuse (including
Binghamton, Elmira and Watertown), New York; Akron (including
Youngstown), Columbus and Dayton, Ohio; Allentown, Erie,
Harrisburg, Pittsburgh and Wilkes-Barre/Scranton, Pennsylvania;
Providence, Rhode Island; Green Bay (including Appleton and
Oshkosh), Madison and Milwaukee, Wisconsin.

The company has intra-city fiber networks in the following
markets: Hartford, Connecticut; Rockford, Illinois;
Bloomington/Evansville, Fort Wayne, Indianapolis, South
Bend/Elkhart, Indiana; Springfield, Massachusetts; Grand Rapids
and Kalamazoo, Michigan; Albany, Buffalo, Rochester and
Syracuse, New York; Columbus, Ohio; Pittsburgh, Pennsylvania;
Providence, Rhode Island; Green Bay, Madison and Milwaukee,
Wisconsin.

For further information about Choice One, visit its Web site at
http://www.choiceonecom.com


CINEMARK USA: Moody's Confirms & Assigns Ratings at Low-B Level
---------------------------------------------------------------
Moody's Investors confirmed the ratings for Cinemark USA, Inc.
and assigned a B3 rating to the company's $210 million follow-on
offering of 9% senior subordinated notes.

                    Affected Ratings                    

  * $75 million Gtd Senior Secured Revolver due 2007 - Ba3

  * $125 million Gtd Senior Secured Term Loan due 2008 - Ba3

  * $360 ($150 originally plus $210 follow-on) million of 9% Gtd          
    Senior Subordinated Notes due 2013 - B3

  * $200 million of 9-5/8% Gtd Senior Subordinated Notes due
    2008 - B3 (a portion of which will be redeemed)

  * $75 million of 9-5/8% Gtd Sr Sub Notes due 2008 - B3 (a
    portion of which will be redeemed)

  * Senior Implied Rating - B1

  * Senior Unsecured Issuer Rating - B2

Outlook is stable.

Moody's believes that, "The ratings broadly reflect the
company's still high financial leverage after adjusting to
account for off-balance sheet financing of theater operating
leases; fairly modest fixed charge coverage; a higher level of
international exposure due to the company's more extensive
foreign operations (which reside outside of the Restricted
Group); and, more generally, continued concerns about persistent
excess screen capacity, box office volatility, dependence on
Hollywood studios for hit releases, and the proliferation of
alternative forms of entertainment for the theatrical exhibition
industry as a whole." These matters are however offset by the
company's large asset base, their relatively new theaters, and
the advantages it gains from operating in less competitive
suburban markets.

Cinemark USA, Inc., headquartered in Plano, Texas, is one of the
largest motion picture exhibitors in North America.


CONSECO INC: S&P Affirms B+ Ratings on Insurance Subsidiaries
-------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+'
counterparty credit and financial strength ratings on Conseco
Inc.'s insurance subsidiaries: Bankers Life & Casualty Co.,
Colonial Penn Life Insurance Co., Conseco Annuity Assurance Co.,
Conseco Health Insurance Co., Conseco Life Insurance Co.,
Conseco Life Insurance Co. of NY, Conseco Medical Insurance Co.,
Conseco Senior Health Insurance Co., and Pioneer Life Insurance
Co. The outlook remains negative.

The combined operating capital of the insurance group declined
to $1.08 billion from $1.76 billion in 2002. However, operating
capital at year-end 2002 was consistent with the current
ratings, and Standard & Poor's believes that given the high
degree of regulatory oversight already in place for the Conseco
companies, the decline in operating capital in 2002 will not
lead to a formal regulatory takeover of the insurance
operations.

"The negative outlook continues to reflect the level of
uncertainty surrounding the insurance group's operations, the
ability of the group to maintain/rebuild its operating capital,
and the possibility of a more formal regulatory intervention,"
said Standard & Poor's credit analyst Jon Reichert.

Management has developed--and is implementing--a multi-part
action plan designed primarily to restore capital at the
insurance operations. The plan includes stopping new sales of
long-term care insurance out of Conseco Senior Health Insurance
Co. and Conseco Life Insurance Co. of NY, slowing sales in other
lines of business to minimize surplus strain, cutting expenses,
and merging legal entities.

The insurance operations' operating performance and business
position have been significantly adversely affected over the
last several years because of the negative publicity surrounding
the holding company and the general economic weakness. Although
insurance operations need to be rebuilt, Standard & Poor's
believes successful resolution of parental issues will go a long
way in jump-starting the companies.

Uncertainties regarding the successful execution of the plan
include the ultimate outcome of management's arbitration hearing
regarding Conseco's investment in the General Motors building in
Manhattan as well as the timing of Conseco Inc.'s emergence from
bankruptcy and how the company's balance sheet will be
structured after it emerges. It is currently anticipated that
both of these issues should be significantly resolved by the end
of May. Once these outcomes are known, Standard & Poor's will
reassess the ratings on the insurance operations.

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


CONSOLIDATED FREIGHTWAYS: Selling Rock Hill Property at Auction
---------------------------------------------------------------
As part of the largest real estate sale in transportation
history -- 220 total properties with an appraised value over
$400 million -- Consolidated Freightways announced that it is
placing its South Carolina properties in Rock Hill and West
Charleston individually for sale to the highest bidder, through
an open auction process scheduled for May 21, 2003.

The Rock Hill property is located at US Hwy I-77 on 3.07 acres.
A contract price of $120,000 has been established for the
property.

The West Columbia terminal is a 21-door cross-dock distribution
facility located at 3225 Sunset Blvd and is situated on 5.81
acres. A contract price of $755,000 has been established for the
CF facility.

Both CF properties have been closed to operations since
September 3, 2002 when the 74-year-old company filed for
bankruptcy protection. Since then CF has been liquidating the
assets of the corporation under orders of the bankruptcy court.
Interested parties who would like to participate in the May 21
bankruptcy auction should submit the form Request to be
Designated a Qualified Bidder at Auction. That form can be found
at http://www.cfterminals.com/Overbidder.htmland must be  
submitted prior to the date of the auction. The indicated
deposit must also be received, via wire or certified check,
prior to the date of the auction.

To date, 68 CF properties throughout the U.S. have been sold for
$176 million. Potential bidders should direct any questions
about the property and the bidding procedures that cannot be
answered at the company's Web site http://www.cfterminals.com  
to Transportation Property Company at 800/440-5155.


CONSOLIDATED FREIGHTWAYS: Selling Milford Property for $1.4 Mil.
----------------------------------------------------------------
As part of the largest real estate sale in transportation
history -- 220 total properties with an appraised value over
$400 million -- Consolidated Freightways is placing its Milford
distribution facility located at 130 Woodmont Road for sale to
the highest bidder, through an open auction process scheduled
for May 21, 2003.

The Milford property is a 25-door cross-dock distribution
facility situated on 5.6 acres and has been closed to operations
since September 3, 2002 when the 74-year-old company filed for
bankruptcy protection. Since then CF has been liquidating the
assets of the corporation under orders of the bankruptcy court.
Fifty-seven CF employees formerly worked at the Milford
terminal.

A contract price of $1,391,750 has been established for the CF
property. Interested parties who would like to participate in
the May 21 bankruptcy auction should submit the form Request to
be Designated a Qualified Bidder at Auction. That form can be
found at http://www.cfterminals.com/Overbidder.htmland must be  
submitted prior to the date of the auction. The indicated
deposit must also be received, via wire or certified check,
prior to the date of the auction.

To date, 68 CF properties throughout the U.S. have been sold for
$176 million. Potential bidders should direct any questions
about the property and the bidding procedures that cannot be
answered at the company's Web site http://www.cfterminals.com  
to Transportation Property Company at 800/440-5155.


CONSOLIDATED FREIGHTWAYS: Sacramento Assets Up for Sale for $13M
----------------------------------------------------------------
As part of the largest real estate sale in transportation
history -- 220 total properties with an appraised value over
$400 million -- Consolidated Freightways is placing its
Sacramento and Stockton distribution facilities individually for
sale to the highest bidder, through an open auction process
scheduled for May 21, 2003.

The Sacramento distribution center is a 164-door cross-dock
facility located at 918 Del Paso Road and is situated on 77.10
acres. Three hundred and sixty-one CF employees formerly worked
at the Sacramento terminal. A contract price of $13,500,000 has
been established for the property.

The Stockton property is a 23-door cross-dock terminal located
at 7611 South Airport Way. It is situated on 6.15 acres and 52
CF employees formerly worked there. A contract price of
$1,275,000 has been established for Stockton terminal.

Both facilities have been closed to operations since September
3, 2002 when the 74-year-old company filed for bankruptcy
protection. Since then CF has been liquidating the assets of the
corporation under orders of the bankruptcy court.

Interested parties who would like to participate in the May 21
bankruptcy auction should submit the form Request to be
Designated a Qualified Bidder at Auction. That form can be found
at http://www.cfterminals.com/Overbidder.htmland must be  
submitted prior to the date of the auction. The indicated
deposit must also be received, via wire or certified check,
prior to the date of the auction.

To date, 68 CF properties throughout the U.S. have been sold for
$176 million. Potential bidders should direct any questions
about the property and the bidding procedures that cannot be
answered at the company's Web site http://www.cfterminals.com  
to Transportation Property Company at 800/440-5155.


CONSOLIDATED FREIGHTWAYS: Selling Rutland Facility at Auction
-------------------------------------------------------------
As part of the largest real estate sale in transportation
history -- 220 total properties with an appraised value over
$400 million -- Consolidated Freightways is placing its Rutland
distribution facility located at 7 Randbury Road for sale to the
highest bidder, through an open auction process scheduled for
May 21, 2003.

The Rutland property is an 11-door cross-dock distribution
facility situated on five acres and has been closed to
operations since September 3, 2002 when the 74-year-old company
filed for bankruptcy protection. Since then CF has been
liquidating the assets of the corporation under orders of the
bankruptcy court. Eight CF employees formerly worked at the
Rutland terminal.

A contract price of $223,100 has been established for the CF
property. Interested parties who would like to participate in
the May 21 bankruptcy auction should submit the form Request to
be Designated a Qualified Bidder at Auction. That form can be
found at http://www.cfterminals.com/Overbidder.htmland must be  
submitted prior to the date of the auction. The indicated
deposit must also be received, via wire or certified check,
prior to the date of the auction.

To date, 68 CF properties throughout the U.S. have been sold for
$176 million. Potential bidders should direct any questions
about the property and the bidding procedures that cannot be
answered at the company's Web site http://www.cfterminals.com  
to Transportation Property Company at 800/440-5155.


CONSOLIDATED FREIGHTWAYS: Hattiesburg Facility On Auction Block
---------------------------------------------------------------
As part of the largest real estate sale in transportation
history -- 220 total properties with an appraised value over
$400 million -- Consolidated Freightways is placing its
Hattiesburg distribution facility located at 6 Blackwell Blvd.
for sale to the highest bidder, through an open auction process
scheduled for May 21, 2003.

The Hattiesburg property is an 8-door cross-dock distribution
facility situated on 2 acres and has been closed to operations
since September 3, 2002 when the 74-year-old company filed for
bankruptcy protection. Since then CF has been liquidating the
assets of the corporation under orders of the bankruptcy court.
Nine CF employees formerly worked at the Hattiesburg terminal.

A contract price of $105,000 has been established for the CF
property. Interested parties who would like to participate in
the May 21 bankruptcy auction should submit the form Request to
be Designated a Qualified Bidder at Auction. That form can be
found at http://www.cfterminals.com/Overbidder.htmland must be  
submitted prior to the date of the auction. The indicated
deposit must also be received, via wire or certified check,
prior to the date of the auction.

To date, 68 CF properties throughout the U.S. have been sold for
$176 million. Potential bidders should direct any questions
about the property and the bidding procedures that cannot be
answered at the company's Web site http://www.cfterminals.com  
to Transportation Property Company at (800) 440-5155.


CONSOLIDATED FREIGHTWAYS: Puts Simi Valley Facility to Auction
--------------------------------------------------------------
As part of the largest real estate sale in transportation
history -- 220 total properties with an appraised value over
$400 million -- Consolidated Freightways is placing its Simi
Valley distribution facility located at 91 West Easy Street for
sale to the highest bidder, through an open auction process
scheduled for May 21, 2003.

The Simi Valley property is an 18-door cross-dock distribution
facility situated on 4.68 acres and has been closed to
operations since September 3, 2002 when the 74-year-old company
filed for bankruptcy protection. Since then CF has been
liquidating the assets of the corporation under orders of the
bankruptcy court. Nineteen CF employees formerly worked at the
Simi Valley terminal.

A contract price of $2,750,000 has been established for the CF
property. Interested parties who would like to participate in
the May 21 bankruptcy auction should submit the form Request to
be Designated a Qualified Bidder at Auction. That form can be
found at http://www.cfterminals.com/Overbidder.htmland must be  
submitted prior to the date of the auction. The indicated
deposit must also be received, via wire or certified check,
prior to the date of the auction.

To date, 68 CF properties throughout the U.S. have been sold for
$176 million. Potential bidders should direct any questions
about the property and the bidding procedures that cannot be
answered at the company's Web site http://www.cfterminals.com  
to Transportation Property Company at (800) 440-5155.


CONSOLIDATED FREIGHTWAYS: Puts Evansville Property Up for Sale
--------------------------------------------------------------
As part of the largest real estate sale in transportation
history -- 220 total properties with an appraised value over
$400 million -- Consolidated Freightways is placing its
Evansville distribution facility located at 201 N. Congress
Drive for sale to the highest bidder, through an open auction
process scheduled for May 21, 2003.

The Evansville property is a 40-door cross-dock distribution
facility situated on 4.19 acres and has been closed to
operations since September 3, 2002 when the 74-year-old company
filed for bankruptcy protection. Since then CF has been
liquidating the assets of the corporation under orders of the
bankruptcy court. Seventeen CF employees formerly worked at the
Evansville terminal.

A contract price of $725,000 has been established for the CF
property. Interested parties who would like to participate in
the May 21 bankruptcy auction should submit the form Request to
be Designated a Qualified Bidder at Auction. That form can be
found at http://www.cfterminals.com/Overbidder.htmland must be  
submitted prior to the date of the auction. The indicated
deposit must also be received, via wire or certified check,
prior to the date of the auction.

To date, 68 CF properties throughout the U.S. have been sold for
$176 million. Potential bidders should direct any questions
about the property and the bidding procedures that cannot be
answered at the company's Web site http://www.cfterminals.com  
to Transportation Property Company at 800/440-5155.


CONSOLIDATED FREIGHTWAYS: Selling Albany Prop. at May 21 Auction
----------------------------------------------------------------
As part of the largest real estate sale in transportation
history -- 220 total properties with an appraised value over
$400 million -- Consolidated Freightways is placing its Albany
distribution facility located at 845 Watervliet-Shaker Rd. for
sale to the highest bidder, through an open auction process
scheduled for May 21, 2003.

The Albany property is a 31-door cross-dock distribution
facility situated on 6.44 acres and has been closed to
operations since September 3, 2002 when the 74-year-old company
filed for bankruptcy protection. Since then CF has been
liquidating the assets of the corporation under orders of the
bankruptcy court. Forty-one CF employees formerly worked at the
Albany terminal.

A contract price of $725,000 has been established for the CF
property. Interested parties who would like to participate in
the May 21 bankruptcy auction should submit the form Request to
be Designated a Qualified Bidder at Auction. That form can be
found at http://www.cfterminals.com/Overbidder.htmland must be  
submitted prior to the date of the auction. The indicated
deposit must also be received, via wire or certified check,
prior to the date of the auction.

To date, 68 CF properties throughout the U.S. have been sold for
$176 million. Potential bidders should direct any questions
about the property and the bidding procedures that cannot be
answered at the company's Web site http://www.cfterminals.com  
to Transportation Property Company at 800/440-5155.


CONSOLIDATED FREIGHTWAYS: Selling Twin Falls & Pocatello Assets
---------------------------------------------------------------
As part of the largest real estate sale in transportation
history -- 220 total properties with an appraised value over
$400 million -- Consolidated Freightways is placing its Idaho
properties in Twin Falls and Pocatello individually for sale to
the highest bidder, through an open auction process scheduled
for May 21, 2003.

The Twin Falls property is a 16-door cross-dock distribution
facility located at 211 Freightways Street and is situated on
3.55 acres. Ten CF employees formerly worked at the Twin Falls
terminal. A contract price of $280,000 has been established for
the property.

The Pocatello terminal is a 20-door cross-dock facility located
at 866 West Cedar Street and is situated on 4.12 acres. Eight CF
employees formerly worked at the Pocatello terminal. A contract
price of $300,000 has been established for the property.

Both facilities have been closed to operations since
September 3, 2002 when the 74-year-old company filed for
bankruptcy protection. Since then CF has been liquidating the
assets of the corporation under orders of the bankruptcy court.

Interested parties who would like to participate in the May 21
bankruptcy auction should submit the form Request to be
Designated a Qualified Bidder at Auction. That form can be found
at http://www.cfterminals.com/Overbidder.htmland must be  
submitted prior to the date of the auction. The indicated
deposit must also be received, via wire or certified check,
prior to the date of the auction.

To date, 68 CF properties throughout the U.S. have been sold for
$176 million. Potential bidders should direct any questions
about the property and the bidding procedures that cannot be
answered at the company's Web site http://www.cfterminals.com  
to Transportation Property Company at (800) 440-5155.


CONSOLIDATED FREIGHTWAYS: Selling Bismarck & Fargo Facilities
-------------------------------------------------------------
As part of the largest real estate sale in transportation
history -- 220 total properties with an appraised value over
$400 million -- Consolidated Freightways is placing its North
Dakota properties in Bismarck and Fargo individually for sale to
the highest bidder, through an open auction process scheduled
for May 21, 2003.

The Bismarck property is a 12-door cross-dock distribution
facility located at 1700 Commerce Drive and is situated on 2.1
acres. A contract price of $194,000 has been established for the
CF property. The Fargo terminal is located at 601 24th Street
North and is an 11-door cross-dock distribution facility
situated on 2.2 acres. A contract price of $151,500 has been
established for the property.

Both facilities have been closed to operations since September
3, 2002 when the 74-year-old company filed for bankruptcy
protection. Since then CF has been liquidating the assets of the
corporation under orders of the bankruptcy court.

Interested parties who would like to participate in the May 21
bankruptcy auction should submit the form Request to be
Designated a Qualified Bidder at Auction. That form can be found
at http://www.cfterminals.com/Overbidder.htmland must be  
submitted prior to the date of the auction. The indicated
deposit must also be received, via wire or certified check,
prior to the date of the auction.

To date, 68 CF properties throughout the U.S. have been sold for
$176 million. Potential bidders should direct any questions
about the property and the bidding procedures that cannot be
answered at the company's Web site http://www.cfterminals.com  
to Transportation Property Company at (800) 440-5155.


COX COMMS: First-Quarter 2003 Net Loss Stands at $29 Million
------------------------------------------------------------
Cox Communications, Inc. (NYSE: COX) reported financial results
for the three months ended March 31, 2003.

"Cox Communications hit the ground running in 2003, with revenue
growth of 16%, operating income growth of 44% and operating cash
flow growth of 22%," said Jim Robbins, President and CEO of Cox
Communications. "We are reporting excellent first quarter
results and setting the pace for a year of continued growth and
solid financial and operating performance despite today's
increasingly competitive environment."

"Total customer relationships grew approximately 2% compared to
the first quarter of 2002, which includes solid basic video
customer growth of 0.6%," Robbins continued. "We also added
154,000 high-speed Internet and 64,000 telephone customers in
the first quarter, and penetration of digital cable to basic
customers is nearing 30%, demonstrating unabated demand for
Cox's digital service bundle."

Robbins continued: "For years we've been preparing for increased
competition and now that preparation is paying off. We're
extremely well positioned to build on our superior platform and
reap the benefits of our investments and the consistent strategy
we've pursued."

                    FIRST QUARTER HIGHLIGHTS

During the first quarter of 2003, Cox:

-- Ended the quarter with 6.3 million basic video customers, up
   0.6% from March 31, 2002.

-- Ended the quarter with 10.5 million total RGUs, up 3% for the
   quarter, driven by an 8% growth in advanced-service RGUs for
   the quarter. Total RGUs and advanced-service RGUs were up 13%
   and 38%, respectively, compared to March 31, 2002.

-- Added 154,433 high-speed Internet customers, ending the
   quarter with 1.6 million high-speed Internet customers,
   representing year-over-year growth of 56%.

-- Added 64,126 Cox Digital Telephone customers, ending the
   quarter with 782,546 telephone customers, representing year-
   over-year growth of 52%.

-- Achieved Cox Digital Cable net additions of 76,808 customers,
   ending the quarter with 1.9 million digital cable customers.
   Cox Digital Cable is now available in 97% of the homes in
   Cox's service areas with penetration of our basic customer
   base nearing 30%.

-- Generated $355.9 million in cash flows from operating
   activities and $30.2 million in free cash flow (cash flows
   from operating activities less capital expenditures).

-- Reduced capital expenditures to $325.7 million for the
   quarter, down 37% from the first quarter of 2002.

                         2003 OUTLOOK

Cox expects to maintain basic subscriber growth throughout 2003
with anticipated year-over-year growth of approximately 1%. The
company expects to add 1.0 million to 1.1 million advanced-
service RGUs in 2003 driven by bundled offerings, excellent
customer service and increased product availability. Cox expects
to achieve its previously stated 2003 financial guidance of
revenue growth of 14% to 15%, operating cash flow (operating
income before depreciation and amortization) growth of 15% to
16% (14% to 15% excluding the impact of the $9.8 million one-
time charge taken in 2002 related to the continuation of
Excite@Home high-speed Internet service following the bankruptcy
of Excite@Home) and capital expenditures of approximately $1.6
billion. In addition, Cox expects to be free cash flow positive
for the full year 2003.

                       OPERATING RESULTS

Total revenues for the first quarter of 2003 were $1,366.3
million, an increase of 16% over the first quarter of 2002. This
was primarily due to increased customers for advanced services
(including digital cable, high-speed Internet access and
telephony), higher basic cable rates and a $5 price increase on
high-speed Internet access adopted in certain markets in the
fourth quarter of 2002 and in most of Cox's remaining markets in
the first quarter of 2003. Also contributing to the increase was
an increase in commercial broadband customers.

Cost of services, which includes programming costs, other direct
costs and field service costs, was $583.6 million for the first
quarter of 2003, an increase of 15% over the same period in
2002. Programming costs increased 14% to $294.6 million,
reflecting rate increases and customer growth. Other cost of
services increased 16% to $289.0 million, reflecting 1.2 million
in net additions of basic and advanced-service RGU's over the
last twelve months, as well as increased labor costs due to the
transition from upgrade construction and new product launches to
maintenance and related customer costs directly associated with
the growth of new subscribers.

Selling, general and administrative expenses were $303.2 million
for the first quarter of 2003, an increase of 9% over the
comparable period in 2002. This was due to:

-- a 13% increase in general and administrative expenses
   primarily relating to increased salaries and benefits and
   increased headcount; partially offset by

-- a 5% decrease in marketing expense primarily due to
   differences in the timing of certain advertising and
   marketing promotions between 2002 and 2003.

Operating income increased 44% to $95.1 million for the first
quarter of 2003 and operating cash flow increased 22% to $479.5
million, reflecting the one-time non-recurring charge of $9.8
million in the first quarter of 2002 related to the continuation
of Excite@Home high-speed Internet service following the
bankruptcy of Excite@Home. Excluding this charge, operating cash
flow increased 19% compared to the first quarter of 2002. The
operating income margin (operating income as a percentage of
revenues) for the first quarter of 2003 was 7%, and the
operating cash flow margin (operating cash flow as a percentage
of revenues) for the first quarter of 2003 was 35.1%.

Depreciation and amortization increased to $384.3 million from
$325.8 million in the first quarter of 2002. This was due to an
increase in amortization resulting from a non-cash impairment
charge of $25.0 million recognized upon completion of Cox's
annual impairment test in accordance with Statement of Financial
Accounting Standards (SFAS) No. 142, and an increase in
depreciation from Cox's continuing investment in its broadband
network in order to deliver additional programming and services.

For the first quarter of 2003, Cox recorded a $2.5 million pre-
tax loss on derivative instruments primarily due to the
following:

-- a $4.3 million pre-tax loss resulting from the change in the
   fair value of Cox's net settleable warrants; partially offset
   by

-- a $1.6 million pre-tax gain resulting from the change in the
   fair value of certain derivative instruments embedded in
   Cox's zero-coupon debt and indexed to shares of Sprint PCS
   common stock that Cox owns.

Net loss on investments of $1.8 million for the first quarter of
2003 was primarily due to a decline in the fair value of certain
investments considered to be other than temporary and a pre-tax
loss as a result of the change in market value of Cox's
investment in Sprint PCS common stock classified as trading. The
net loss on investments for the comparable period in 2002 was
primarily due to a pre-tax loss related to the sale of 23.9
million shares of AT&T Wireless common stock and a pre-tax loss
as a result of the change in market value of Cox's investment in
Sprint PCS common stock classified as trading.

Net loss for the current quarter was $29.2 million compared to
net income of $135.6 million for the first quarter of 2002.

               LIQUIDITY AND CAPITAL RESOURCES

Cox has included Consolidated Statements of Cash Flows for the
three months ended March 31, 2003 and 2002 as a means of
providing more detail regarding the liquidity and capital
resources discussion below. In addition, Cox has included a
calculation of free cash flow in the Summary of Operating
Statistics to provide an additional measure of liquidity that
Cox believes will be useful to investors in evaluating Cox's
financial performance.  

Significant sources of cash for the three months ended March 31,
2003 consisted of the following:

-- the net issuance of approximately $98.2 million of commercial
   paper borrowings; and

-- the generation of cash from operating activities of
   approximately $355.9 million.

Significant uses of cash for the three months ended March 31,
2003 consisted of the following:

-- the repurchase of $422.7 million aggregate principal amount
   at maturity of Cox's convertible senior notes due 2021 that
   had been properly tendered and not withdrawn, for aggregate
   cash consideration of $304.2 million, which represented the
   accreted value of the repurchased notes; and

-- capital expenditures of approximately $325.7 million. Please
   refer to the Summary of Operating Statistics for a break out
   of capital expenditures in accordance with industry
   guidelines.

At March 31, 2003, Cox had approximately $7.1 billion of
outstanding indebtedness (including cumulative derivative
adjustments made in accordance with SFAS No. 133 which reduced
reported indebtedness by approximately $1.4 billion).

Cox Communications' March 31, 2003 balance sheet shows that its
total current liabilities exceeded its total current assets by
about $300 million.

          USE OF OPERATING CASH FLOW AND FREE CASH FLOW

Operating cash flow and free cash flow are not measures of
performance calculated in accordance with accounting principles
generally accepted in the United States. Operating cash flow is
defined as operating income less depreciation and amortization.
Free cash flow is defined as cash provided by operations less
capital expenditures.

Cox's management believes that presentation of these measures
provides useful information to investors regarding Cox's
financial condition and results of operations. Cox believes that
operating cash flow, operating cash flow margin and free cash
flow are useful to investors in evaluating its performance
because they are commonly used financial analysis tools for
measuring and comparing media companies in several areas of
liquidity, operating performance and leverage. Both operating
cash flow and free cash flow are used to gauge Cox's ability to
service long-term debt and other fixed obligations and to fund
continued growth with internally generated funds. In addition,
management uses operating cash flow to monitor compliance with
certain financial covenants in Cox's credit agreements and it is
used as a factor in determining executive compensation.

Operating cash flow and free cash flow should not be considered
as alternatives to net income as indicators of Cox's aggregate
performance or as alternatives to net cash provided by operating
activities as a measures of liquidity and may not be comparable
to similarly titled measures used by other companies.

Cox Communications (NYSE: COX), a Fortune 500 company, is a
multi-service broadband communications company serving
approximately 6.3 million basic video customers nationwide. Cox
is the nation's fourth-largest cable television provider, and
offers both traditional analog video programming under the Cox
Cable brand as well as advanced digital video programming under
the Cox Digital Cable brand. Cox provides an array of other
communications and entertainment services, including local and
long distance telephone under the Cox Digital Telephone brand;
high-speed Internet access under the brands Cox High Speed
Internet and Cox Express; and commercial voice and data services
via Cox Business Services. Cox is an investor in programming
networks including Discovery Channel. More information about Cox
Communications can be accessed on the Internet at
http://www.cox.com  


CROWN CASTLE: Narrows First Quarter 2003 Net Loss to $83 Million
----------------------------------------------------------------
Crown Castle International Corp. (NYSE: CCI) reported results
for the first quarter ended March 31, 2003.

Total revenue for the first quarter of 2003 was $216.7 million,
compared to $220.6 million for the first quarter of 2002. Site
rental and broadcast transmission revenue for the first quarter
of 2003 increased 15.4% to $185.0 million, up from $160.3
million for the same period in 2002. Net loss (after deduction
of dividends on preferred stock and net of gains on repurchases
of preferred stock of $3.3 million for first quarter 2003)
improved to $83.4 million for the first quarter of 2003 from a
net loss of $123.5 million for the same period in 2002. First
quarter loss per share was $0.38 compared to a loss per share of
$0.56 in last year's first quarter. Net cash from operating
activities for the first quarter of 2003 was $5.9 million, down
from $16.0 million for the same period in 2002. Capital
expenditures for the first quarter were $52.8 million, down from
$73.0 million for the same period in 2002. Free cash flow,
defined as cash from operating activities less capital
expenditures, for the first quarter of 2003 was a use of cash of
$46.9 million, an improvement from a use of cash of $56.9
million for the same period in the prior year.

                       OPERATING RESULTS

US site rental revenue for the first quarter of 2003 increased
5.9% to $107.8 million, up from $101.8 million for the same
period in 2002, and UK site rental and broadcast transmission
revenue for the first quarter of 2003 increased 33.1% to $71.1
million, up from $53.5 million for the same period in 2002.
These revenue results approximate same tower sales as a result
of the fact that 97% of Crown Castle's sites on March 31, 2003
were in operation as of January 1, 2002. On a consolidated
basis, site rental and broadcast transmission gross margin,
defined as site rental and broadcast transmission revenue less
site rental and broadcast transmission cost of operations,
increased 13.6 percent to $111.6 million, up $13.4 million in
the first quarter of 2003 from the same period in 2002. For the
first quarter of 2003, US capital expenditures were $5.6
million, and UK capital expenditures were $46.2 million
(including the $33.2 million payment to British Telecom as
previously announced). Reflecting Crown Castle's strategic
decision to de-emphasize non-core service revenues, network
service revenue declined to $31.8 million for the first quarter
of 2003 from $60.4 million for the same period last year.

"Our operations exceeded our financial targets for the first
quarter through our continued efforts to grow our recurring
tower and broadcast business, reduce capital expenditures, and
decrease working capital," stated W. Benjamin Moreland, CFO of
Crown Castle. "As a result, we beat our targets for site rental
and broadcast transmission revenue, net cash from operating
activities and free cash flow for the first quarter. As we
demonstrated at our Analyst Day on April 9th, we believe
substantial tenant demand exists for our towers, which we expect
will continue to drive additional long-term recurring revenue
and cash flow to our existing tower portfolio. We believe
organic leasing revenue will continue to be added during 2003
consistent with our previously announced expectations."

During the first quarter of 2003, Crown Castle developed 34
sites, 31 of which were developed under our agreement with
British Telecom in the UK. Also during the first quarter, Crown
Castle repaid $22.9 million of senior credit facility debt
(including $15.0 million in its CCA facility and $7.9 million in
its UK facility). At March 31, 2003, Crown Castle had $851.4
million of total liquidity, comprised of $555.2 million of cash
and cash equivalents and liquid investments, and total
availability under its senior credit facilities of $296.2
million.

            CHANGES TO JOINT VENTURES WITH VERIZON

On May 2, 2003, Crown Castle reached agreement with Verizon to
extend certain termination rights relating to Verizon's interest
in the Crown Castle Atlantic Joint Venture until July 2007 and
exchange Verizon's ownership interests in the Crown Castle GT
Joint Venture for additional ownership interests in CCA.
Further, Crown Castle purchased from Verizon approximately 5.1
million shares of Crown Castle common stock previously held by
CCGT, and CCA distributed 15.6 million shares of Crown Castle
common stock previously held by CCA to Verizon. After giving
effect to the agreements, Crown Castle owns 62.8% of CCA and
100% of CCGT. The purchase of the Crown Castle shares, along
with a payment for working capital, resulted in the use of
approximately $36.7 million in cash ($31.0 million for the
shares and $5.7 million for the working capital).

"We are extremely pleased with the commitment of Verizon, our
largest US customer, to maintain its significant position in CCA
for the foreseeable future," stated John P. Kelly, CEO of Crown
Castle. "By extending Verizon's ownership in CCA until 2007, we
have eliminated the near-term prospect of Verizon's election to
exit the venture, which could have resulted in a significant
near-term cash requirement on our business. Further, we are
excited about continuing our cooperative partnership with
Verizon in providing tower infrastructure."

                          OUTLOOK

Based in part on the results for the first quarter of 2003,
Crown Castle has adjusted certain elements of its previously
provided financial guidance for 2003, which results in expected
free cash flow increasing from between a deficit of $35 million
and $0 to between $20 million and $50 million for the full year
2003. The most significant adjustment relates to the removal of
the remaining $45 million payment to British Telecom from the
2003 outlook. Crown Castle believes it will conclude
negotiations with British Telecom to eliminate this final
contractual obligation for site acquisition. Crown Castle's 2003
and 2004 projected net cash provided by operating activities
assumes the effect of converting paid-in-kind interest to cash
pay for the 10-5/8%, 10-3/8%, and 11-1/4% Senior Discount Notes
and the 12-3/4% Senior Exchangeable Preferred Stock.

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

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

The outlook is negative.

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

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


DAISYTEK INT'L: Names Dale A. Booth Interim President and CEO
-------------------------------------------------------------
The Board of Directors of Daisytek International Corporation
(Nasdaq:DZTK) has accepted the resignations of two Daisytek
senior executives. James R. Powell stepped down as President and
Chief Executive Officer, a position he had held since early
2000. Powell ceded his position on the Board of Directors as
well. Ralph Mitchell, Executive Vice President and Chief
Financial Officer, resigned for personal reasons.

Dale A. Booth, who had been serving as Executive Vice President
and Chief Operations Officer, was named Interim President and
Chief Executive Officer. Booth is expected to name a new Chief
Financial Officer within days.

In addition, John D. (Jack) Kearney, previously Executive Vice
President and Acting Chief Financial Officer, has accepted the
newly created role of Executive Vice President and Chief
Restructuring Officer, reporting to the Daisytek Board of
Directors.

"Although Daisytek faces significant financial and operational
challenges, I am fortunate to be supported by great depth and
breadth of experience in key leadership positions, and we are
determined to take the steps necessary to achieve success,"
Booth stated.

Booth has been a member of Daisytek's Board of Directors since
2000 and remained on the Board as an inside Director after
joining the executive team in March of this year. Prior to
joining Daisytek, he was Chairman and CEO of EngineX Networks
and also spent 14 years with Fujitsu Network Communications in
progressively responsible positions.

Continuing in their Business Unit leadership roles are Bruce
Robinson, President, ISA plc; Peter Wharf, President,
International and George Babyak, President, US Subsidiaries.

On Apr. 28, 2003, Daisytek announced that the company expected a
significant loss for the fourth quarter of FY2003 and stated
that financing options and reorganization alternatives were
being evaluated, including the possibility of voluntary Chapter
11 filing under the U.S. Bankruptcy Code for one or more of the
company's U.S. subsidiaries.

Reductions in force are occurring in Daisytek's corporate
headquarters in Allen, Texas as well as in distribution
facilities located in Memphis, Tenn., Bakersfield, Calif., and
Albany, NY. The company expects to release additional details as
soon as possible.

"We are working closely with our lenders, advisors and other
interested parties around the world to ensure that we identify
and explore every viable source of additional capital for the
company," Booth continued. "Daisytek executives have taken
voluntary compensation reductions and we continue to
aggressively pursue other cost-savings plans that have been put
into place."

Daisytek is a global distributor of computer supplies, office
products and accessories and professional tape media. Daisytek
sells its products and services in North America, South America,
Europe and Australia. Daisytek is a registered trademark of
Daisytek, Incorporated.


EAGLE FOODS: Seeks Extension for SEC Form 10-K Filing Deadline
--------------------------------------------------------------
Eagle Food Centers, Inc., which owns and operates 60
supermarkets in Illinois and Iowa, intends to file today with
the Securities and Exchange Commission pursuant to Rule 12b-25
to extend the filing date of its Annual Report on Form 10-K to
Saturday May 17, 2003.

On April 7, 2003 the Company filed voluntary petitions for
reorganization under Chapter 11 of the Bankruptcy Code. The 15-
day extension for the filing by the Company of its Annual Report
on Form 10-K for the fiscal year ended February 1, 2003 is
necessary to permit the Company to ensure that its consolidated
financial statements to be included in the 2002 Annual Report on
Form 10-K fairly present the Company's financial condition and
results of operations. The extension will permit the Company to
properly account for and assess the significant business changes
affecting the Company. The conclusions that will result from the
Company's ongoing assessment of these issues are not yet
complete. The Company needs additional time to complete the
disclosure in the annual report on Form 10-K as required by the
Securities Exchange Act of 1934.

Form 12b-25 requires the Company disclose any anticipated
significant change in results of operations from the
corresponding period for the last fiscal year. In accordance
with this requirement, the Company expects to report a net loss
of approximately $17.8 million for the fiscal year ended
February 1, 2003 compared to a net loss of approximately $1.5
million for year ended February 2, 2002. The increased loss for
the fiscal year ended 2003 was primarily due to a decrease in
sales related to increased competition, an increase in health
and welfare and wage costs and impairment charges on long- lived
assets.

Eagle operates 59 Eagle Country Markets and one Bogo's Food and
Deals. The company employs approximately 3,550 at its stores and
its headquarters and central distribution in Milan, Illinois.


EB2B COMMERCE: Receives Balance of Escrowed Financing Proceeds
--------------------------------------------------------------
On April 29, 2003, eB2B Commerce, Inc. received the balance of
the proceeds held in escrow in connection with the Company's
prior financing which initially closed in July 2002.  All
subscription proceeds from the Financing, aggregating
$1,200,000, were initially held in escrow pursuant to the Escrow
Agreement between the Company and the escrow agent and
thereafter released as follows: $350,000 was released to the
Company upon the initial closing of the Financing on July 15,
2002, $275,000 was released to the Company on September 11,
2002, $275,000 was released to the Company on November 4, 2002,
and the balance of the proceeds held in escrow was released to
the Company on April 29, 2003.  As a result of the Financing,
the Company has issued an aggregate of $1,200,000 principal
amount of five-year 7% senior subordinated secured convertible
notes.

The release of funds from escrow triggered anti-dilution
provisions affecting the conversion price of certain notes
issued in the Company's private placement in January 2002,
Series B preferred stock and Series C preferred stock and the
exercise price of and number of shares issuable under various
outstanding warrants.

eB2B Commerce, which reported a working capital deficit of about
$3.2 million at Sept. 30, 2002, is a leading provider of
electronic business-to-business services that simplify trading
partner integration and collaboration for order management and
supply chain execution. The eB2B Trade Gateway and Outsourcing
Services solutions provide enterprises large and small with low
cost, high return methods for allowing trading partner
relationships to be more productive and profitable.

eB2B Commerce's December 31, 2002 balance sheet shows a working
capital deficit of about $3 million, and a total shareholders'
equity deficit of about $4 million.


EGAIN COMMS: Red Ink Continues to Flow in March 2003 Quarter
------------------------------------------------------------
eGain Communications Corporation (Nasdaq:EGAN), a leading
provider of eService software for the Global 2000, announced
financial results for the third quarter of fiscal year 2003.
Revenue for the quarter ended March 31, 2003 was $5.2 million,
compared to $5.9 million for the quarter ended March 31, 2002
and $5.8 million for the quarter ended December 31, 2002.

On a generally accepted accounting principles basis, including
non-cash and restructuring charges, net loss was $4.2 million,
or $0.11 per share, for the quarter ended March 31, 2003. For
the quarter ended March 31, 2002, GAAP net loss was $20.6
million and for the quarter ended December 31, 2002, GAAP net
loss was $2.4 million.

Pro forma net loss was $120,000 for the quarter ended March 31,
2003, compared to a pro forma net loss of $7.1 million for the
quarter ended March 31, 2002 and pro forma net income of $56,000
for the quarter ended December 31, 2002.

Business Outlook:

"In the face of an uncertain market, we executed in line with
our long-term commitment to fiscal prudence, product innovation,
and customer satisfaction," said Ashutosh Roy, CEO of eGain.
"With two quarters of break-even EBDA performance under our
belt, we are optimistic about our business prospects. Last
quarter, we launched our 6th generation solution, eGain Service
6. Gartner rated our offering as visionary in their 2003
eService Magic Quadrant. We believe enterprises seeking to
provide cost-effective, differentiated service are particularly
attracted to our solution. It includes, what we believe to be, a
powerful new capability for rapidly modeling business processes
in the contact center across all interaction channels by
leveraging a common knowledge base, visual workflow tools, and
flexible adapters.

"Our partner investments in international markets yielded
encouraging results in the March 2003 quarter. In North America,
we rebuilt our sales infrastructure and improved our business
pipeline. In the March 2003 quarter, eGain signed 9 new
customers worldwide, including Amatech, SA, Barclays
Stockbrokers, Hitachi, ice.Com, Omron Corporation and Merkur
Einbeck. We also expanded our relationship with several existing
customers including Barclays Business Banking, BG Transco,
Cheltenham and Gloucester, Monster.com, Morningstar.com,
Teleperformance USA and Vodafone Ireland.

"Looking ahead, we remain focused on the market opportunity for
high-impact contact center and customer service software
solutions. This need is fueled by fundamental globalization and
infrastructure consolidation trends. We believe we are uniquely
positioned to benefit from addressing this need through
innovative, cost-effective solutions for our customers."

               March Quarter Financial Highlights

Revenue:

Revenue for the March 2003 quarter was $5.2 million,
representing a decrease of 10% from the prior quarter and a
decrease of 12% from the comparable year-ago quarter.

Licensed Revenue was $983,000, representing a decrease of 46%
from the prior quarter and a decrease of 21% from the comparable
year-ago quarter.

Hosting Revenue was $885,000, representing a decrease of 3% from
the prior quarter and a 5% decrease from the comparable year-ago
quarter.

Support and services revenue was $3.4 million, representing an
increase of 8% from the prior quarter and a decrease of 10% from
the comparable year-ago quarter.

International revenue accounted for 55%, and domestic revenue
accounted for 45% of total revenue for the quarter, consistent
with the prior quarter. International revenue accounted for 43%
and domestic revenue accounted for 57% of total revenue for the
comparable year-ago quarter.

Pro forma Costs and Expenses (excluding amortization, accreted
dividends and restructuring charges but including depreciation):

In the March 2003 quarter, gross profit was $3.2 million,
resulting in a gross margin of 62% versus a gross margin of 61%
in the prior quarter and 39% in the comparable year-ago quarter.

Total operating costs and expenses were $4.2 million,
representing a decrease of $590,000 or 12% from $4.8 million in
the prior quarter and a decrease of $6.6 million or 61% from
$10.8 million for the comparable year-ago quarter.

Research and development expense was $1.4 million for the
quarter, remaining unchanged from the prior quarter and
representing a decrease of 42% from the comparable year-ago
quarter.

Sales and marketing expense was $1.8 million for the quarter,
representing a 17% decrease from the prior quarter and a
decrease of 69% from the comparable year-ago quarter.

General and administrative expense was $1.0 million for the
quarter, representing a decrease of 17% from the prior quarter
and a decrease of 58% from the comparable year-ago quarter.

Other income was $9,000 for the quarter compared to other income
of $262,000 in the prior quarter and other expense of $71,000
for the comparable year-ago quarter. Other income for the
December 2002 quarter included a legal settlement of $357,000.

Earnings:

During the March 2003 quarter, pro forma EBDA net loss was
$120,000 compared to pro forma EBDA net profit of $56,000 in the
prior quarter and a pro forma EBDA net loss of $7.1 million in
the comparable year-ago quarter.

On a GAAP basis net loss for the March 2003 quarter was $4.2
million versus a net loss of $2.4 million in the prior quarter
and $20.6 million in the comparable year-ago quarter. The March
2003 quarter included a total restructuring expense of
approximately $512,000 related primarily to the closure of an
international office, severance payments, and fixed assets
write-offs. The December 2002 quarter included a net reduction
of previously accrued restructuring charges of $1.3 million.

                         Balance Sheet

Cash:

Total cash and cash equivalents at the end of the March 2003
quarter were approximately $4.3 million compared to
approximately $5.9 million at the end of December 2002 and
approximately $15.9 million at the end of March 2002. Included
in the $4.3 million balance was $1.1 million of restricted cash
compared to $1.4 million of restricted cash in the prior
quarter. There was no restricted cash at the end of March 2002.

eGain Communications' March 31, 2003 balance sheets shows that
its accumulated deficit further widened to over $300 million due
to recurring losses, while its total shareholders' equity
continued to be depleted with about $6 million recorded at the
same date, as compared to over $15 million recorded nine months
ago.

Days Sales Outstanding:

DSO for the March 2003 quarter was 58 days compared to 62 days
during the prior quarter and 89 days during the comparable year-
ago quarter.

eGain (Nasdaq:EGAN) is a leading provider of software and
services for the Global 2000 that enable knowledge-powered
multi-channel customer service. Selected by 24 of the 50 largest
global companies to transform their traditional call centers
into multi-channel contact centers, eGain solutions measurably
improve operational efficiency and customer retention -- thus
delivering a significant return on investment (ROI). eGain
eService Enterprise -- the company's integrated software suite -
- includes applications for knowledge management, self-service,
email management, Web collaboration and productized integrations
with existing call center infrastructure and business systems.
Headquartered in Sunnyvale, Calif., eGain has an operating
presence in 18 countries and serves over 800 enterprise
customers on a worldwide basis -- including ABN AMRO Bank,
DaimlerChrysler, and Vodafone. To find out how eGain can help
you gain customers and sustain relationships, please visit
http://www.eGain.com


ENRON CORP: Wants Equity Trades Restricted to Protect NOLs
----------------------------------------------------------
Brian S. Rosen, Esq., at Weil, Gotshal & Manges LLP, in New
York, relates that Enron Corporation and debtor-affiliates are
in the process of developing a Chapter 11 plan.  The process
includes the creation of a model illustrating the distributions
available, discussions with the Creditors' Committee, the
Examiner and specific creditor constituencies.

Pursuant to Section 172 of the Internal Revenue Code, a
corporation may carry forward net operating losses and capital
losses -- the NOLs -- to offset future income, thereby reducing
the corporation's tax liability in future periods.  The Debtors'
2001 federal income tax return claims NOLs as of December 31,
2001 to more than $7,500,000,000 of ordinary losses and
$750,000,000 of capital losses.  The Debtors expect that
additional NOLs will be reflected on their federal income tax
return for the year ended December 31, 2002.  Based on current
projections, the Debtors expect to recognize substantial amounts
of taxable income and gains arising from asset sales and
restructuring transactions pursuant to a Chapter 11 plan.  Mr.
Rosen notes that the Debtors' ability to use their NOLs to
reduce the federal income tax liability will enhance their cash
position and significantly contribute to their effort towards a
successful Chapter 11 plan.

However, Mr. Rosen points out that the Debtors' ability to
utilize their NOLs is subject to certain statutory limitations.
One limitation is that, a corporation that undergoes an
"ownership change," limits the corporation's ability to use its
NOLs to offset future income.

Accordingly, by this motion, the Debtors seek the Court's
authority to establish procedures to notify holders of each
class of Enron's common stock and preferred stock of:

    (a) the injunction prohibiting the acquisition of Stock
        ownership above a certain threshold; and

    (b) the notification procedures that must be satisfied at
        least 20 days before the Stock transfer by shareholders
        who already own Stock above a certain threshold.

Specifically, the Debtors to establish these procedures:

A. Any person and any entity within the meaning of Section 382
   of the Internal Revenue Code is stayed, prohibited, and
   enjoined, pursuant to Sections 362 and 105(a) of the
   Bankruptcy Code,

    (i) in the case of a person or Entity who does not own any
        class of Stock, or who owns less than 4.75% of each
        class of Stock, from purchasing, acquiring, or otherwise
        obtaining ownership of an amount of any class of Stock
        which, when added to that person's or Entity's total
        Ownership of that class of Stock, if any, equals or
        exceeds 4.75% of that class of Stock; or

   (ii) in the case of a person or Entity who owns at least
        4.75% of any class of Stock, from Acquiring Ownership of
        any additional shares of Stock;

B. In the event that a person or Entity who owns at least 4.75%
   of any class of Stock proposes to transfer Ownership of any
   share of that Stock, then that person or Entity, and any
   other person or Entity who by reason of that transaction
   would Acquire Ownership of the share of Stock, must, at least
   20 days prior to the consummation of any of the transaction,
   file with the Court and serve on the Debtors and their
   attorneys a notice.  The prospective transferee will join in
   the filing or may make a separate filing.  The Debtors will
   have 20 days after receipt of a joint filing or, in the event
   of separate filings, the later of that filings to object to
   the transaction.  In the event that the Debtors file an
   objection, then the transaction will not be effective unless
   approved by a final and non-appealable Court order.  In the
   event that the Debtors do not object within the 20-day
   period, then the transaction may proceed solely as set forth
   in the notice.  Further transactions within this scope must
   be the subject of additional notices with an additional 20-
   day waiting period.  In the event that the Debtors
   voluntarily advise that person or Entity, in writing, prior
   to the 20th day that they do not object, the person or Entity
   may proceed with the proposed transaction;

C. For purposes of this request, (i) "Ownership" of the Debtors'
   Stock will be determined in accordance with applicable
   rules under Section 382 and, thus, will include, but not be
   limited to, direct and indirect ownership, ownership by
   members of a person's family and persons acting in concert,
   and in certain cases, the creation or issuance of an option,
   and (ii) any variation of the term "Ownership" will have the
   same meaning; and

D. The Debtors may waive, in writing, any restrictions and
   stays contained in this request.

Mr. Rosen argues that the Debtors' request is well supported by
law and should be granted because:

    (a) the Second Circuit held that the debtor's NOL was
        property of the estate under the broad language of
        Section 541 of the Bankruptcy Code;

    (b) the Second Circuit further held that the parent
        corporation's claiming of a worthless stock deduction in
        respect of stock of the debtor subsidiary would
        effectively eliminate the value of the debtor's NOL and
        thus would be an act to exercise control over estate
        property in violation of the automatic stay;

    (c) the proposed restrictions and notification requirements
        are necessary to preserve the Debtors' NOLs, which are
        valuable assets of the Debtors' estates, while providing
        latitude for trading in Stock below specific levels;

    (d) the Debtors expect that they will utilize their NOLs to
        eliminate a significant amount of income tax liability
        resulting from asset sales and restructuring
        transactions in connection with the Chapter 11 plan;

    (e) maintenance of the NOLs is critical to the Debtors'
        prospects for a successful emergence from Chapter 11,
        which warrants the Court's exercise of its equitable
        powers pursuant to Section 105(a) of the Bankruptcy
        Code;

    (f) it will prevent an irrevocable loss of the potential tax
        savings associated with the Debtors' NOLs; and

    (g) the relief requested is only for certain types of Stock
        trading which pose serious risk under the ownership
        change rules of the tax law. (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.


FAST FERRY: Committee Brings-In Broege Neumann as Attorneys
-----------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in the
Chapter 11 cases of Fast Ferry II Corp., asks for approval from
the U.S. Bankruptcy Court for the District of New Jersey to
engage the services of Broege, Neumann, Fischer & Shaver, LLC as
its attorneys.

The Committee expects Broege Neumann to:

     a) give advice to the Committee with respect to its powers
        and duties and to counsel it with regard to the Debtor's
        Chapter 11 proceedings;

     b) negotiate with the Debtor as to payment of unsecured
        claims and to formulate a plan of reorganization;

     c) prepare on behalf of the Committee, all necessary
        applications, answers, orders, reports, objections and
        other legal papers;

     d) appear before the Bankruptcy Court and to protect the
        interest of the Committee before the Bankruptcy Court
        and to represent the Committee in all matters pending
        before the Bankruptcy Court; and

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

The professionals expected to provide their expertise in this
engagement and their current hourly billing rates are:

          Peter J. Broege            $250 per hour
          Timothy E. Neumann         $250 per hour
          David E. Shaver            $250 per hour
          Joseph A. Casello          $200 per hour
          Linda Oro, Paralegal       $ 65 per hour

Fast Ferry I Corp., and Fast Ferry II Corp., are affiliates of
Lighthouse Fast Ferry Inc., which are in the business of
operating high-speed, passenger ferry services in the greater
New York City harbor area.  The Company filed for chapter 11
protection on January 10, 2003 at the U.S. Bankruptcy Court for
the District of New Jersey.  Daniel Stolz, Esq., at Wasserman,
Jurista & Stolz represents the Debtors in their restructuring
efforts.  When the Debtors filed for protection from its
creditors, Fast Ferry I listed $4,840,876 in assets and
$5,318,028 in liabilities while Fast Ferry II listed $4,841,021
in assets and $5,391,172 in liabilities.


FLEMING COS.: Roundy's Expect to Complete Acquisition in a Month
----------------------------------------------------------------
Roundy's, Inc. has signed an agreement to purchase the assets of
31 Rainbow Foods stores from the Fleming Companies, Inc. Thirty
stores are located in the Minneapolis-St. Paul metropolitan area
and one store is located near Schofield, Wisconsin. In addition,
Roundy's will hire all of the employees currently employed at
those 31 stores. The aggregate consideration to be paid for the
transaction is $42.5 million, plus the value of store
inventories (estimated at approximately $40 million) and the
assumption of capitalized leases of approximately $36 million.

"This acquisition represents a natural extension of our retail
grocery business and we are pleased to have the opportunity to
revitalize the Rainbow shopping experience for discerning
customers in the Minneapolis-St. Paul market," commented Robert
A. Mariano, Chairman and CEO of Roundy's. "We are happy to be
able to join these stores with Roundy's 80 company owned stores,
which will provide the associates of Rainbow with a stable
platform on which to continue to grow the Rainbow business."

The transaction, which is expected to be completed within the
next 60 days, is subject to approval by the U.S. Bankruptcy
Court in Wilmington, Delaware and other customary regulatory
approvals and closing conditions.

Roundy's, Inc. is one of the nation's oldest and largest food
wholesale and retail companies. Founded in 1872, Roundy's, Inc.
today is a company approaching $4 billion in annual sales,
supplying over 800 supermarkets in fourteen states from eight
distribution centers. In addition, Roundy's, Inc. is the leading
retail supermarket chain in Wisconsin operating more than 80
stores as Pick 'n Save and Copps Food Centers. The company
employs over 14,000 associates throughout its entire network and
is owned by investment funds controlled by Willis Stein &
Partners, which is based in Chicago.


FLEMING COMPANIES: Signs-Up PwC to Perform Forensic Accounting
--------------------------------------------------------------
Fleming Companies, Inc., and its debtor-affiliates seek to
employ and retain PricewaterhouscCoopers LLP as forensic
accountants for the audit committee of the Board of Directors.

Christopher J. Lhulier, Esq., at Pachuksi Stang Ziehl Young
Jones & Weintraub, P.C., in Wilmington, Delaware, tells the
Court that the Debtors are familiar with the professional
standing and reputation of PricewaterhouseCoopers.  The Debtors
understand that PricewaterhouseCoopers has a wealth of
experience in providing forensic accounting 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.

According to Mr. Lhulier, the Debtors retained PwC in March 2003
for the discrete task of assisting the Audit Committee in
response to the Shareholder Litigation and the SEC
Investigation. Since its association with the Debtors,
PricewaterhouseCoopers has developed a great deal of
institutional knowledge regarding the Debtors' operations,
finances and information systems.  This experience and knowledge
will be valuable to the Debtors in their efforts to research the
allegations in tire Shareholder Litigation and in the SEC
Investigation.  Accordingly, the Debtors wish to retain
PricewaterhouseCoopers to provide assistance with the
Shareholder Litigation and the SEC Investigation.

PricewaterhouseCoopers' services are necessary to enable the
Debtors to maximize the value of their estate and to reorganize
successfully.  Further, PricewaterhouseCoopers is well qualified
and able to represent the Debtors in a cost-effective, efficient
and timely manner.

PricewaterhouseCoopers will provide forensic accounting services
for the Audit Committee, and as their attorneys or financial
advisors, and PricewaterhouseCoopers deem appropriate and
feasible in order to advise the Debtors in the course of this
Chapter 11 case, including:

  A. Completion of the forensic investigation commenced prior to
     the bankruptcy.

  B. Assist Debtors in evaluating the impact of findings from
     the forensic investigation in the context of ongoing
     company accounting and reporting responsibilities.

  C. Identify documents relevant to issues within the scope of
     forensic investigation for further review by the Company or
     the Audit Committee counsel.

  D. Present findings to relevant parties of the results of the
     forensic investigation.

  E. Performance of other related forensic accounting services,
     as may be necessary or desirable.

PwC Partner Lawrence F. Ranallo assures the Court that the Firm:

    (i) has no connection with the Debtors, their creditors or
        other parties-in-interest in this case;

   (ii) does not hold any interest adverse to the Debtors'
        estate; and

  (iii) believes it is a "disinterested person" as defined
        within Section 101(14) of the Bankruptcy Code.

However, he admits that PwC currently provides, in the past has
provided, or in the future may provide audit services to these
parties in unrelated matters:

  A. Major Equity Holder: Allianz AG, Barclays Global Investors,
     Brandywine Asset Management Inc., Goldman Sachs & Co., Legg
     Mason Inc., Maverick Capital Ltd., Mellon Financial Corp.,
     Royce & Association Inc., Southeastern Asset Management
     Inc., State Street Corp., Vanguard Group and Wasatch
     Advisors Inc.;

  B. Lenders: AIG, Bank of America, Barclays Venture Corp., BNP
     Paribas, CIT Business Credit, Conseco, Credit Agricole
     Indosuez, Deerfield, Eaton Vance Corp., FleetBoston
     Financial Corp., Fortis Financial Services LLC, Franklin
     Float Rate Trust, Highland, ING Investments LLC, JP Morgan
     Chase, Manufacturers & Traders Trust Co., New York Life
     Insurance Co., Nomura, Oppenheimer, Prudential, RZB AG,
     Strategic Advisor Inc., SunAmerica Life, and Travelers
     Property Casualty Corp.;

  C. Indenture Trustees: Bank One and Bankers Trust; and

  D. Underwriters: Citibank NA, Deutsche Bank AG, Deutsche Bank
     Alex Brown, M&T, Salomon Smith Barney, and UBS Warburg.

PricewaterhouseCoopers will periodically review its files to
ensure that no conflicts or other disqualifying circumstances
exist or arise.  If any new facts or circumstances are
discovered, PricewaterhouseCoopers will supplement its
disclosure to the Court.

During its employment with the Debtors preceding the Petition
Date, Mr. Ranallo informs the Court that PricewaterhouseCoopens
was paid $1,237,672 in professional fees and in expenses in
connection with the Audit Committee's investigation.
PricewaterhouseCoopers has received $75,000 as a retainer and
$163,359 as prepayment for professional services to be rendered
to the Debtors in connection with the Audit Committee's
investigation.  In addition, the Retainer and the Prepayment,
PricewaterhouseCoopers estimates that the fees for their
services in completing the Initial Investigation are expected to
be $500,000, excluding expenses.  After the Initial
Investigation has been completed, the Debtors and
PricewaterhouseCoopers may agree to extend
PricewaterhouseCoopers' forensic accounting cngagcmcnt at the
same hourly rates set forth in thus Application.

PricewaterhouseCoopers and the Debtors considered the following
factors in fixing the Retainer and Prepayment:

  -- the possible continued services required as part of the
     Initial Investigation,

  -- the size and nature of the Debtors' operations,

  -- the time which PricewaterhouseCoopers will be required to
     devote to rendering services to the Debtors, and

  -- the time constraints in connection with the commencement of
     these Chapter 11 cases, the Shareholder Litigation, and the
     SEC Investigation.

The customary hourly rates, subject to periodic adjustments,
charged by PwC's personnel anticipated to be assigned to this
case are:

       Partners                                 $475
       Directors                                $390
       Managers                                 $325
       Senior Associates                        $250
       Associates                               $175
       Administration/Paraprofessionals          $50

Mr. Ranallo states that the hourly rates are PwC's standard
hourly rates for work of this nature.  It is PwC's policy to
charge its clients in all areas of practice for all direct out-
of-pocket expenses incurred in connection with the client's
case, including certain flat-rate amounts that reflect an
allocation of estimated costs, including those associated with
airline ticketing and general office services, including
computer usage, telephone charges, facsimile transmissions,
postage, and photocopying. (Fleming Bankruptcy News, Issue No.
3; Bankruptcy Creditors' Service, Inc., 609/392-0900)


GE CAPITAL: Fitch Upgrades 6 Low-B-Rated Classes of P-T Certs.
--------------------------------------------------------------
Fitch Ratings has taken rating actions on the following GE
Capital Mortgage Services mortgage pass-through certificate:
GE Capital Mortgage Services, mortgage pass-through
certificates, series 2000-6

        -- Class M affirmed at 'AAA';

        -- Class B-1 affirmed 'AAA';

        -- Class B-2 upgraded to 'AA+' from 'AA';

        -- Class B-3 affirmed at 'BBB+';

        -- Class B-4 affirmed at 'BB'.

GE Capital Mortgage Services, mortgage pass-through
certificates, series 2000-7

        -- Class M affirmed at 'AAA';

        -- Class B-1 upgraded to 'AAA' from 'AA';

        -- Class B-2 upgraded to 'AAA' from 'BBB';

        -- Class B-3 affirmed at 'BB';

        -- Class B-4 affirmed at 'B'.

GE Capital Mortgage Services, mortgage pass-through
certificates, series 2000-9

        -- Class M affirmed at 'AAA';

        -- Class B-1 upgraded to 'AAA' from 'A';

        -- Class B-2 upgraded to 'AAA' from 'BBB';

        -- Class B-3 upgraded to 'AA+' from 'BB';

        -- Class B-4 upgraded to 'BBB-' from 'B'.

GE Capital Mortgage Services, mortgage pass-through
certificates, series 2000-10

        -- Class M affirmed at 'AAA';

        -- Class B-1 upgraded to 'AAA' from 'A';

        -- Class B-2 upgraded to 'AAA' from 'BBB';

        -- Class B-3 upgraded to 'AA' from 'BB';

        -- Class B-4 affirmed at 'B'.

GE Capital Mortgage Services, mortgage pass-through
certificates, series 2000-11

        -- Class M affirmed at 'AAA';

        -- Class B-1 upgraded to 'AAA' from 'AA';

        -- Class B-2 upgraded to 'AAA' from 'A';

        -- Class B-3 upgraded to 'AA' from 'BBB';

        -- Class B-4 upgraded to 'BB+' from 'B'.

These rating actions are being taken as a result of low
delinquencies and losses, as well as increased credit support.


GEERLINGS & WADE: Obtains Waiver of Loan Covenant Violations
------------------------------------------------------------
Geerlings & Wade, Inc. (Nasdaq SmallCap: GEER) --
http://www.geerwade.com-- the nation's largest direct mail and  
Internet retailer of premium wines and wine-related products to
consumers, reported financial results for the first quarter of
2003.

For the quarter ended March 31, 2003, sales were $5.0 million, a
decrease of 32% from 2002 first quarter sales of $7.4 million.
The Company had a net loss of $985,000, compared to a net loss
of $741,000 for the first quarter of 2002. For the first quarter
of 2003, the company reduced selling, general and administrative
expense by $1.2 million. This was due in part from lower
variable expense as a result of lower sales, and also marketing
expense was reduced by $708,000 and salary expense by $258,000
as compared to the first quarter of 2002. Certain order
fulfillment expenses increased during the first quarter of 2003
resulting from the conversion to a new, more efficient,
fulfillment operation as well as from changes in promotional
offers.

As a result of switching to our new restructured fulfillment
operation the timing of product flow was altered, resulting in
our not shipping approximately $750,000 of orders received
during the quarter. Those orders would have been shipped and
recognized as sales under the old fulfillment system. The effect
of these orders not shipping resulted in reducing net income by
approximately $255,000. There will be additional transitional
expenses associated with the shift to the new fulfillment
operation, but in the long run it will reduce overall expenses
and will result in a more variable cost model.

Mr. Geerlings stated, "This was a challenging first quarter for
direct marketers like Geerlings & Wade. On the positive side, we
met our objectives for the rollout of a modified customer
acquisition strategy and our new in- home events program is
developing according to plan. Sales were negatively affected
during the war with Iraq, which has resulted in orders being
approximately 11% below plan for the quarter. We have seen sales
levels pick up during the first weeks of the second quarter, and
April sales are likely to exceed April's sales for 2002. If the
performance of our new customer acquisition programs continues
at the current levels, we will see sales volume stabilize and
then improve on a year-over-year basis beginning sometime later
this year. We will continue the process of improving our
business methods, and we will maintain a course geared to
achieving moderate revenue growth and positive cash flow by
year-end."

Richard Libby, Chief Marketing Officer stated, "In spite of the
difficult and soft economic conditions late in the first
quarter, we continue to increase the size of our customer file
on a year-over-year basis at reasonable acquisition costs. New
customer additions are critical to reach our target of top line
sales growth for this year and beyond. We anticipate that our
active customer file will be largely rebuilt by year-end."

The Company as a result of the weaker than expected sales and
higher expenses violated certain financial covenants of the
credit agreement with its outside directors in the quarter ended
March 31, 2003. The directors have agreed to waive these
covenant violations and any future financial covenant violations
through May 2003 and the Company intends to seek an amendment to
the credit agreement to reflect new covenants based on revised
financial projections. The Company believes it will have
adequate cash flow to repay its loan to the directors upon the
credit facility's scheduled termination without significant
adjustments to its business plan in 2003.

Geerlings & Wade, founded in 1986, is America's leading direct
retailer of fine wine and wine accessories with retail locations
in 15 states, home and office delivery to 27 states, and a
devoted following of thousands of regular customers and wine
club members. The Canton, MA-based Company has developed a
unique, streamlined purchasing system that allows it to source
quality wines directly from the world's greatest wineries. G&W
has cultivated relationships with hundreds of renowned wineries
and negotiants in France, Italy, Australia, Chile and
California. For additional information visit
http://www.geerwade.com


GLOBAL CROSSING: Wants Approval for Intercompany Asset Transfer
---------------------------------------------------------------
Michael F. Walsh, Esq., at Weil Gotshal & Manges LLP, in New
York, recounts that on September 29, 2000, certain Global
Crossing entities, including SAC Brasil Ltda., and Latin
American Nautilus Ltd. entered into that certain Dim Fiber and
Capacity Purchase Agreement, whereby, among other things, SAC
Brasil agreed to:

  -- transfer to LAN dark and dim fiber IRUs on portions of the
     Network located in Brazil; and

  -- provide certain maintenance and other services.

In exchange for the Brazil IRUs, LAN was obligated to pay SAC
Brasil $29,000,000.  In accordance with the Dim Fiber Agreement,
LAN assigned its rights with respect to the Brazil IRUs to one
of its affiliates, Latin American Nautilus Brasil Ltda.

During the second, third and fourth quarters of 2001, Mr. Walsh
reports that Global Crossing Europe Ltd. received $29,000,000
for the Brazil IRUs.  As the Brazil IRUs were sold by SAC Brasil
to LAN, these payments were, under the terms of the Dim Fiber
Agreement, due SAC Brasil, not GC Europe.  Brazilian Central
Bank regulations generally require that payments owed to a
Brazilian company must be remitted in Brazil and strictly
delineate the permitted methods of remittance.  The Debtors
could incur substantial fines and penalties under Brazilian law
if it were determined that they were not in compliance with the
Regulations.

Thus, the Debtors ask Judge Gerber to approve an agreement among
GC Europe, SAC Brasil, LAN, LAN Brasil and Latin American
Nautilus S.A. to restructure the Payment to avoid any doubt with
respect to compliance with the Regulations.

Pursuant to the Agreement, the Payment will be refunded by GC
Europe to LAN SA.  After receipt, LAN SA will transfer the
Payment to LAN Brasil, which will then transfer the Payment to
SAC Brasil as the consideration due and owing to SAC Brasil
under the Dim Fiber Agreement.  The Parties will appoint a bank
to facilitate transfers contemplated under the Agreement.

The salient terms of the Agreement are:

  A. LAN SA and GC Europe will irrevocably appoint a mutually
     agreeable bank to act as the Account Bank.  The Account
     Bank will agree to establish an account in the name of LAN
     SA in the New York Branch of the Account Bank.

  B. GC Europe will deposit $29,000,000 into the Account.

  C. LAN SA and GC Europe will irrevocably instruct the Account
     Bank, after receipt of the LAN SA Payment, to immediately
     transfer these funds to LAN Brasil in a bank account opened
     by the Account Bank in a branch located in Brazil in LAN
     Brasil's name.

  D. The Account Bank is irrevocably instructed to transfer the
     LAN Brasil Payment as soon as feasible to a SAC Brasil
     account.

  E. The Account and the LAN Brasil Account will be operated by
     the Account Bank as provided in the Agreement and any
     amount in the Account will be paid out only in accordance
     with the Agreement.

  F. Any failure in SAC Brasil's timely receipt of the funds as
     specified in the Agreement will be deemed a material breach
     of LAN and LAN Brasil's obligations under the Dim Fiber
     Agreement and Global Crossing will have the right to
     suspend use of the Brazil IRUs until the payment is made in
     full, as well as any other remedies that Global Crossing
     has at law, including a drawdown on the Telecom Italia
     S.P.A. guaranty provided in connection with the Dim Fiber
     Agreement.

Mr. Basta contends that these transfers will avoid any doubt
with respect to SAC Brasil's compliance with the Brazilian
Central Bank regulations and thus significantly reduce the risk
of potentially substantial fines and penalties.  The Debtors
have determined, in the sound exercise of business judgment,
that the transfers contemplated by the Agreement will best serve
the Debtors, their creditors, and all parties-in-interest.  The
$29,000,000 transfer to SAC Brasil via LAN SA and LAN Brasil
will allow SAC Brasil to better comply with the Regulations and
avoid substantial fines and penalties.

The Agreement contains these safeguards for GC Europe and SAC
Brasil and is designed to minimize any risk to the Debtors:

  A. The Agreement contemplates irrevocable instructions to the
     Account Bank to make the LAN Brasil Payment;

  B. The Agreement contemplates irrevocable instructions to the
     Account Bank to make the SAC Brasil Payment, and this
     payment will be made with minimum delay;

  C. A default by the LAN Entities under the Agreement is deemed
     a default under the Dim Fiber Agreement, pursuant to which
     the Debtors may suspend the Brazil IRUs; and

  D. Telecom Italia's guaranty provided in connection with the
     Dark Fiber Agreement covers the repayment due from LAN and
     LAN Brasil.

The Debtors believe that these safeguards will:

   (i) substantially reduce the likelihood that any LAN Entity
       would take deliberate actions to redirect the LAN SA
       Payment or the LAN Brasil Payment away from SAC Brasil;
       and

  (ii) induce cooperation from the LAN Entities should any
       unforeseeable problems arise prior to the SAC Brasil
       Payment.

The Debtors believe that the benefits they will realize from the
Agreement and the transfers contemplated are self-evident and
clearly justified, particularly because of the substantial
safeguards provided pursuant to the terms of the Agreement.
(Global Crossing Bankruptcy News, Issue No. 39; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


IMAX CORP: March 31 Balance Sheet Insolvency Narrows to $101MM
--------------------------------------------------------------
IMAX Corporation (Nasdaq: IMAX; TSX: IMX) reported net earnings
from continuing operations of $0.07 per share on a basic and
fully diluted basis for the first quarter ended March 31, 2003.
The first quarter results, which exceeded analyst estimates,
compare to earnings from continuing operations of $0.06 per
share in the prior-year period which excludes a $0.26 per share
gain from the Company's 2002 repurchase of certain of its
subordinated notes. Including the gain on the repurchase of the
subordinated notes, the Company reported net earnings of $0.07
per share on a basic and fully diluted basis compared to net
earnings of $0.32 per share in the first quarter of 2002.

"We are very pleased with our quarterly results, which continue
to demonstrate the fundamental positive change that our business
has experienced over the last twelve months," said IMAX Co-Chief
Executive Officers Richard L. Gelfond and Bradley J. Wechsler.
"The momentum in new theatre signings that began in the fourth
quarter of 2002 has continued into the first quarter as we
doubled the number of new theatre signings as compared to the
first quarter of 2002. Given our strong first quarter and the
developments in our commercial business, we are increasingly
optimistic about our future and expect this momentum to continue
in 2003."

In early March, the Company introduced a new lower-cost IMAX(R)
theatre system, IMAX(R) MPX(TM), designed specifically for use
in multiplex theatres. The IMAX MPX is a new, lighter and easier
to operate IMAX projection system with lower cost theatre
geometries which should significantly reduce construction,
installation, facility and operating costs. This new theatre
system allows commercial exhibitors to add an IMAX theatre to an
existing multiplex or to retrofit two existing multiplex
auditoriums into one IMAX theatre. The IMAX MPX is optimized for
the projection of IMAX(R) DMR(TM) films and is also capable of
showing traditional 2D and IMAX(R) 3D films.

On April 23, 2003, the Company announced that both The Matrix
Reloaded and The Matrix Revolutions, the second and third
chapters in Warner Bros. Pictures' Matrix trilogy, will be
coming to IMAX theatres this spring and fall. Both films will be
digitally re-mastered into the unparalleled image and sound
quality of The IMAX Experience(R), using the revolutionary and
proprietary IMAX DMR (Digital Re-mastering) technology. The
Matrix Reloaded: The IMAX Experience will open shortly after the
film's 35mm release on May 15th. Subsequently, on November 5th,
The Matrix Revolutions: The IMAX Experience will be released
simultaneously on giant IMAX screens in IMAX's 15/70 format and
in conventional theatres in the standard 35mm format. This will
mark the first time ever that a Hollywood live action event film
is released concurrently, or "day-and-date", in 35mm and IMAX's
format. The agreement with Warner Bros. marks the Company's
first multiple IMAX DMR film commitment.

Messers. Gelfond and Wechsler continued, "The introduction of
the IMAX MPX theatre system and the agreement to release the
next two Matrix films, including our first day-and-date release
of an IMAX DMR film, are significant milestones in IMAX's
history, and are critical elements of our commercial theatre
strategy. We believe that the combination of IMAX DMR and IMAX
MPX will drive financial returns for potential theatre operators
and Hollywood studios, and is key to helping us realize our goal
of becoming a new release window for event Hollywood films.
Becoming a new release window for Hollywood films should help
continue the growth of IMAX theatres around the world,
translating into further financial success for IMAX."

During the first quarter, the Company signed new theatre
contracts for six IMAX theatre systems compared to contracts for
three theatre systems in the first quarter of 2002. These
signings included a three-theatre deal in India, a two-theatre
deal with Regal Entertainment Group and the first contract for
an IMAX MPX system, with Jack Loeks Theatres Inc.

In the first quarter, the Company's revenues were $34.0 million
as compared to $31.3 million in the prior year period. IMAX
systems revenue was $22.3 million versus $20.4 million in the
prior year period, as the Company recognized revenues on eight
theatre systems in the first quarter of 2003 versus six theatre
systems in the first quarter of 2002. Film revenue was $6.8
million versus $6.1 million in the first quarter of 2002, due
primarily to the continued strong performance of the Company's
film SPACE STATION. Other revenue was $4.8 million in the
quarter, consistent with the first quarter of 2002.

The Company reported net earnings from continuing operations of
$0.07 per share on a basic and fully diluted basis for the
quarter, compared to $0.06 in the prior-year period which
excludes a $0.26 per share gain from the Company's 2002
repurchase of certain of its subordinated notes, which the
Company presents to allow a more meaningful comparison of its
operational performance. The Company reported net earnings of
$0.07 per share on a basic and fully diluted basis compared to
net earnings of $0.32 per share, including the gain on the
repurchase of certain of its subordinated notes.

At March 31, 2003, the Company's balance sheet shows a total
shareholders' equity deficit of about $101 million.

Founded in 1967, IMAX Corporation is one of the world's leading
entertainment technology companies. IMAX's businesses include
the creation and delivery of the world's best cinematic
presentations using proprietary IMAX and IMAX 3D technology, and
the development of the highest quality digital production and
presentation. IMAX has developed revolutionary technology called
IMAX DMR (Digital Re-mastering) that makes it possible for any
35mm film to be transformed into the unparalleled image and
sound quality of The IMAX Experience. The IMAX brand is
recognized throughout the world for extraordinary and immersive
family experiences. As of March 31 2002, there were more than
230 IMAX theatres operating in 34 countries.


INTERVOICE INC: Posts $18-Million Net Loss on $38-Million Sales
---------------------------------------------------------------
Intervoice, Inc. (Nasdaq: INTV) announced sales of $38.2 million
for its fourth quarter fiscal 2003, which ended February 28,
2003. The Company announced on March 11, 2003 that it would
review certain of its intangible assets acquired in its 1999
merger with Brite Voice Systems, Inc. for impairment. The review
resulted in a $16.7 million non-cash impairment charge, which is
included in the Company's $17.8 million net loss for the
quarter.

"Our systems backlog grew $6.7 million during the quarter to
$36.8 million, driven primarily by new enterprise sales. The
carrier portion of our business continues to be challenging,"
said David Brandenburg, the Company's Chairman and CEO. "We are
pleased that our focus on cost control and balance sheet
management allowed us to increase our cash balances by nearly
$10.0 million during the quarter to $26.2 million while
simultaneously reducing debt during the quarter by nearly $3.0
million. We will continue to focus on diversifying and expanding
our pipeline of sales opportunities, as well as managing our
balance sheet. As we look into our next fiscal year, we have
many opportunities in front of us."

With more than 21,000 systems deployed around the globe,
Intervoice is a world leader in converged voice and data
solutions. Intervoice provides the applications, tools and
infrastructure that enable enterprises and carriers to attract
and retain customers and promote profitability. Omvia(TM), our
open, standards-based product suite, is transforming the way
people and information connect. Omvia offers speech-enabled IVR
applications, multimedia and network-grade portals, wireless
application gateways, and enhanced services such as unified
messaging, short messaging services, voicemail, prepaid services
and interactive alerts. Intervoice is headquartered in Dallas
with offices in Europe, the Middle East, South America, and Asia
Pacific. For more information, visit http://www.intervoice.com  

The Company's February 28, 2003 balance sheet shows that its
total current liabilities exceeded its total current asset by
about $3 million, while total shareholders' equity dwindled to
about $15 million from $75 million a year ago.


IPCS INC: Committee Wants to Prosecute Action against Sprint PCS
----------------------------------------------------------------
The Official Committee of Unsecured Creditors of iPCS Inc. has
asked the Court overseeing the iPCS bankruptcy case for
permission to sue Sprint for causing iPCS's failure to satisfy
its current debts and future obligations to its creditors. iPCS
owes more than $430 million to its bondholders, banks and trade
creditors.

iPCS is the Sprint PCS affiliate that owns and operates the
Sprint PCS network in four Midwestern states and serves more
than 230,000 customers. However, the petition may hold
significant implications for Sprint PCS's relationship with its
nine other affiliates, which, like iPCS, may be effectively
dominated and controlled by Sprint PCS.

The Official Committee authorized the lawsuit, and the filing
states that the Committee "has been examining the Debtors'
relationship with (Sprint PCS) and whether claims exist against
Sprint PCS for causing iPCS's failure to satisfy its current
outstanding debts and future obligations." The filing states
that iPCS "is simply an agent and/or alter ego corporation
operating on behalf of Sprint PCS... The Committee and its
professionals believe that a meritorious claim for repayment of
all amounts due to iPCS's creditors exists against Sprint PCS
stemming from Sprint PCS's domination and control over iPCS and
iPCS's business activities."

The filing states that "Sprint PCS ... has effectively
transformed iPCS into a mere arm or department of Sprint PCS's
own wireless communications business, while at the same time
ensuring that all of the financial risk for 'building out' and
operating the Sprint PCS network in iPCS's territories remains
with iPCS and, more particularly, iPCS's creditors."

"Not surprisingly," the filing continues, "Sprint PCS has
completely misused its domination and control over iPCS. Sprint
PCS has knowingly taken numerous actions -- including, among
other things, abusing its contractual relationship with iPCS,
refusing to timely pay iPCS sums due to iPCS, and engaging in
self-dealing transactions which have benefited Sprint PCS on
terms wholly unfavorable to iPCS -- that have caused substantial
financial harm to iPCS and its creditors, resulting in iPCS's
inability to satisfy its outstanding debts which total in the
hundreds of millions of dollars. On February 23, 2003, as a
direct result of these and other abuses by Sprint PCS, iPCS,
Inc., iPCS Wireless, Inc. and iPCS Equipment, Inc. filed
voluntary petitions for relief under Chapter 11 of the
Bankruptcy Code."

The filing states: "Because Sprint PCS so dominates and controls
iPCS, the Committee believes that Sprint PCS should be found
liable for the damages that the creditors have already sustained
as a result of Sprint's wrongful acts and for iPCS's future
obligations as they become due. Sprint's actions have cost
iPCS's creditors hundreds of millions of dollars."

In short, the complaint makes clear that Sprint's scheme was, in
effect, to use other people's money to build out its PCS network
without incurring debt or other costs on the Sprint balance
sheet. Its actions have contributed to iPCS's severe financial
condition and the breach of iPCS's creditor agreements. It is
possible that Sprint PCS has acted the same way toward all of
its affiliates, causing their creditors and shareholders damages
and irreparable harm.

The proposed action asks the Court to find that Sprint PCS's
assets be made available to iPCS's bankruptcy estate for the
repayment of iPCS's creditors.

The Official Committee of Unsecured Creditors represents the
interests of all unsecured creditors in the iPCS Chapter 11
case. The Committee's financial advisers are Chanin Capital
Partners LLC, and its attorneys are Paul, Weiss, Rifkind,
Wharton & Garrison LLP and Powell, Goldstein, Frazer & Murphy
LLP.


KAISER ALUMINUM: Wants Nod to Sell Surplus Calcined & Green Coke
----------------------------------------------------------------
As a result of the curtailment of the primary aluminum
production at the Mead Facility in Spokane, Washington, Kaiser
Aluminum Corporation and its debtor-affiliates accumulated
surplus materials associated with the Facility's operation.  
These Surplus materials include 25,000 dry short tons of green
coke and 14,250 short tons of Calcined Coke.  Green coke is
typically purchased by the Debtors, calcined and used to make
anodes in the aluminum production process.

There are no current plans to restart operations at the Mead
Facility.  Consequently, in the fall of the 2002, the Debtors
commenced efforts to sell the Surplus Coke and contacted a
number of interested companies.  The Debtors received three
offers for the Calcined Coke and four offers for the Green Coke.  
Among the offers, CII Carbon LLC topped the bids for the
Calcined Coke while Alcan Inc. beat other offers for the Green
Coke.

The Debtors then entered into separate purchase and sale
agreements with the Buyers.  Pursuant to the CII Carbon Purchase
Agreement, the Debtors would sell the Calcined Coke to CII
Carbon for $1,539,000.  The Debtors will bear the cost of
loading the Calcined Coke into rail cars for delivery to CII
Carbon.  The Purchase Price will be paid in cash installments
within 30 days after each monthly shipment of Calcined Coke.  
The Purchase Price does not include sales, use, excise or other
taxes payable on account of the transaction.  If payable, CII
Carbon will shoulder these obligations.

Under their Purchase Agreement with Alcan, the Debtors will sell
the Green Coke for $1,300,000.  The Green Coke will be delivered
to Alcan in monthly shipments of 4,166 dry tons.  The Debtors
will bear the cost of loading the Green Coke into rail cars for
delivery.  The Purchase Price will be paid in cash installments
within 30 days after each monthly shipment.  The Purchase Price
also does not include sales, use, excise or other taxes payable
on account of the transaction.  If payable, Alcan will pay for
these obligations.

The Debtors believe that their decision to sell the Surplus Coke
is justified.  They have no need for the Coke due to the
indefinite curtailment of the Mead Facility and the sale will
generate revenues for their estates.  Should they later
determine that it has become economical to restart the Mead
Facility, the Debtors note that the Surplus Coke is easily
replaceable.  

For these reasons, the Debtors ask the Court to approve the sale
of the Surplus Coke pursuant to the Purchase Agreements. (Kaiser
Bankruptcy News, Issue No. 26; Bankruptcy Creditors' Service,
Inc., 609/392-0900)   


KANEB PIPE: Moody's Ratchets Sr. Unsec. Debt Rating Down to Ba1
---------------------------------------------------------------
Kaneb Pipe Line Partners, L.P. (NYSE:KPP) responded to the
Moody's Investor Services announcement Friday that it had
downgraded the senior unsecured debt rating of Kaneb Pipe Line
Operating Partnership, L.P. to Ba1 from Baa3 as a result of
Moody's concerns caused by four acquisitions consummated during
2002. Kaneb is surprised by Moody's action and strongly
disagrees with it.

The downgrade appears to be based on three factors: (1) a
decline in credit quality due to the acquisitions; (2) the lack
of a track record in integrating the acquisitions; and (3) the
probability of future acquisitions.

                        Credit Profile

Kaneb is a bigger, financially stronger company as a result of
those acquisitions and the issuance of almost $300 million worth
of equity during 2002 and early 2003. Moody's in fact noted that
these equity offerings had restored Kaneb's debt to capital
ratio to pre-acquisitions levels. These acquisitions have and
are expected to continue to provide significant additional free
cash flow, which has already led to an increase in cash
distributions to Kaneb's partners. That Kaneb's financial ratios
remain strong is evidenced by its execution last month of a new
3-year $400 million revolving credit agreement which was
significantly oversubscribed.

                         Track Record

Commencing in 1993, Kaneb has completed over 20 acquisitions,
all of which have been accretive to its cash flow and all of
which have been successfully integrated into the existing
partnership structure. Kaneb has little doubt that the four
acquisitions acquired in 2002 will be similarly accretive and
successfully integrated. Kaneb has a strong track record of
growth and a history of improving acquisitions through its
operating personnel.

                    Additional Acquisitions

Kaneb has grown through acquisitions and that growth has been
beneficial to both its partners and its creditors, but Kaneb has
never made an acquisition which in its opinion would negatively
impact its credit worthiness and does not believe that these
four acquisitions should have that effect. Kaneb values its
credit ratings and will not make any acquisitions which would
adversely affect its financial strength.

Moody's concern with master limited partnerships seems to stem
from their belief that a partnership's distribution is a
commitment almost pari passu with debt. In point of fact, Kaneb,
like other master limited partnerships, has a tremendous amount
of available cash well beyond the needs of its debt service
which, while being distributed to its partners, is in effect a
safety net for its creditors.

In summary, Kaneb believes Moody's actions were the result of
undue negative emphasis on these four acquisitions which Kaneb
believes will prove to be quite beneficial to both its creditors
and partners.


KASPER A.S.L.: Special Committee Continues Evaluation of Options
----------------------------------------------------------------
As previously announced, in December 2002, the Special Committee
of the Board of Directors of Kasper A.S.L., Ltd. (OTC Bulletin
Board: KASPQ.OB) engaged Peter J. Solomon Company to assist in
the consideration of strategic alternatives, which might include
a sale of the Company.

The Special Committee, with the support and cooperation of the
Creditors Committee, is continuing to develop and review various
alternatives and, through its advisors, has been and is in
discussions with several potential purchasers of the Company.
However, given recent trading activity in its common stock, the
Company points out that there can be no assurance that any sale,
which is subject to, among other things, bankruptcy court
approval, will be consummated. Moreover, if such sale is
consummated, there is no assurance whatsoever that any such sale
would result in a distribution to equity holders under any
revised plan of reorganization submitted to the bankruptcy
court.

Kasper A.S.L., Ltd. is a leading marketer and manufacturer of
women's suits and sportswear. The Company's brands include
Albert Nipon, Anne Klein, Kasper and Le Suit. These brands are
sold in over 3,900 retail locations throughout the United
States, Europe, the Middle East, Southeast Asia and Canada. The
Company also licenses its Albert Nipon, Anne Klein, and Kasper
brands for various men's and women's products.


KMART CORP: Emerges from Chapter 11 Reorganization Proceedings
--------------------------------------------------------------
Kmart Corporation has emerged from the Chapter 11 reorganization
process. The Company, and 37 of its domestic subsidiaries and
affiliates, officially concluded its fast-track reorganization
today after completing all required actions and satisfying all
remaining conditions to its First Amended Plan of
Reorganization, as modified, which was confirmed by the U.S.
Bankruptcy Court for the Northern District of Illinois by order
dated April 23, 2003.

In conjunction with its emergence from Chapter 11, Kmart also
closed on its new $2 billion exit financing facility provided by
a syndicate led by GE Corporate Financial Services, Fleet Retail
Finance Inc. and Bank of America, N.A. This credit facility,
which is secured by inventory, replaces the Company's $2 billion
debtor-in-possession facility and is available to Kmart to help
meet its ongoing working capital needs, including borrowings for
seasonal purchases of inventory.

Julian C. Day, Kmart President and Chief Executive Officer,
said, "This is a momentous day for Kmart. Although the last
15-1/2 months have been difficult and required sacrifice by all
involved, the Company successfully used the Chapter 11
reorganization process for the purposes for which it was
designed. Kmart emerges from Chapter 11 having accomplished all
our major objectives for this process. We have strengthened our
balance sheet and significantly reduced liabilities by $6
billion. We have secured $2 billion in exit financing, which
will provide continued assurance to our vendors and landlords
about our strong liquidity position. We have closed stores and
renegotiated onerous lease agreements. Additionally, we have
developed a more disciplined, efficient organization and lowered
our overall operating costs."

Day continued, "Kmart emerges from Chapter 11 as a new and vital
enterprise focused on delivering value to customers and
stakeholders alike. Our focus going forward will be on
continuing to revitalize our business by driving profitable
sales, identifying opportunities to further improve efficiency
and reduce costs, and enhancing asset productivity. Our
associates are facing the future with new energy and enthusiasm
-- and a renewed commitment to providing our customers
compelling promotional values, great private brands and
excellent service."

In accordance with the Plan of Reorganization, which became
effective yesterday, the Company completed an internal corporate
restructuring in which Kmart became an indirect subsidiary of a
newly formed corporation, Kmart Holding Corporation. The
Company's publicly traded shares will be shares of common stock
of Kmart Holding Corporation.

Effective upon yesterday's emergence, the members of the new
Board of Directors of Kmart Holding Corporation, in addition to
CEO Julian C. Day, are: E. David Coolidge III, William C.
Crowley, William Foss, Edward S. Lampert, Steven T. Mnuchin,
Anne Reese, Brandon Stranzl and Thomas J. Tisch.

Also as part of the emergence, Al Koch and Ted Stenger,
principals of AlixPartners who served as the Company's Chief
Financial Officer and Treasurer, respectively, have left the
Company. James F. Gooch has been named Vice President and
Treasurer. The Company is in the final stages of an executive
search for its post-emergence chief financial officer and
expects to name a successor in the near future.

Kmart's Plan Investors -- ESL Investments, Inc. and Third Avenue
Value Fund -- received approximately 33 million shares of Kmart
Holding Corporation's new Common Stock and a 9 percent
convertible note with a principal amount of $60 million for
their investment of approximately $387 million in the Company
(including approximately $187 million they received in
satisfaction of pre-petition claims they held). The holders of
Kmart's pre-petition bank debt, other than ESL, received
approximately $243 million in cash.

The Company also issued approximately 25 million shares of the
new Kmart Holding Corporation Common Stock for distribution to
holders of the pre- petition notes (Class 4 claims under the
Plan). Approximately 32 million shares of the new Common Stock
will be distributed to trade vendor/lease rejection claimholders
(Class 5 claims under the Plan), commencing no later than June
30, 2003. Under the Plan, the number of shares of Common Stock
to be issued in respect of Class 5 claims is fixed and will not
be affected by the total value of the claims that may ultimately
be allowed as a result of the claims reconciliation process.

Consistent with the Plan, Kmart's prior common stock and trust
preferred securities were cancelled as of May 6, 2003. The new
shares of Kmart Holding Corporation common stock being issued to
certain Kmart creditors in accordance with the Plan and to the
Plan Investors initially will be publicly traded on the over-
the-counter market, until such time as the Company is able to
satisfy the listing criteria for NASDAQ or a national securities
exchange requiring a minimum number of record holders. Kmart
does not expect to be able to satisfy these requirements until
additional stock is distributed to trade creditors, service
providers and landlords with lease rejection claims. The first
distribution to such creditors is expected to occur no later
than June 30, 2003.

                       Financial Update

At emergence, the Company's liquidity position is estimated to
be $2.7 billion, including net borrowings available (after
letters of credit) under the new $2 billion exit financing
facility and cash of approximately $1.1 billion. After
completing all remaining (estimated at $350 million) payments
related to consummation of the Plan, including payments for cure
claims related to leases and executory contracts, reclamation
claims, retention bonuses for certain employees and financing
facility commitment fees, the Company expects that its cash will
approximate $750 million. Accordingly, the Company does not
expect to borrow funds under the new exit financing facility
until the planned seasonal inventory build occurs in the fall.

In the Plan, the Company projected EBITDA (earnings before
interest, taxes, depreciation and amortization) of $75 million
for the full 2003 fiscal year. Subsequent to the preparation of
this projection, Kmart announced that it had terminated its
supply agreement with Fleming Companies, Inc., and that it had
undertaken various reductions in Selling, General and
Administrative expenses. In addition, at the confirmation
hearings held by the Court in April 2003, representatives of the
Company testified that for the first two months of fiscal 2003,
the Company's EBITDA was $184 million ahead of the projection in
the Plan, principally due to the success of the inventory
clearance sales at the 316 closing stores. Accordingly, based on
the Company's improved financial performance prior to emergence,
the Company expects to implement an annual incentive
compensation program for eligible employees that will target
EBITDA performance at approximately $375 million for the 2003
fiscal year.

                    Monthly Operating Results

In its monthly operating report for the four-week period ended
March 26, 2003, filed with the Bankruptcy Court and on Form 8-K
with the Securities and Exchange Commission yesterday, Kmart
reported a net loss of $483 million on sales of $1.896 billion.
The net loss includes a non-cash charge of $385 million for the
settlement of a contract rejection claim filed by Fleming, which
will be treated as a general unsecured claim in accordance with
the terms of the Plan.

Same-store sales for the five-week period ended April 2, 2003
declined 7.4% compared to the same period in 2002. The
comparable five-week period in 2002 included sales for the
Easter holiday, while the same period in 2003 did not. Due in
part to this holiday shift, Kmart's same-store sales for April
2003 increased 1.1% from the same period a year ago. Inventory
clearance sales at the 316 closing stores, which were completed
by April 13, 2003, are not included in the same-store sales
comparisons.

The information in the monthly operating report for March does
not reflect the application of "fresh start" accounting, which
the Company expects to be reflected in its report on Form 10-Q
for the quarterly period ended April 30, 2003. This report is
due to be filed with the SEC by June 16, 2003. After giving
effect to "fresh start" accounting, Kmart's book equity value,
or net worth, is expected to exceed $1.5 billion.

Going forward, Kmart is no longer required to file detailed
monthly operating reports with the Bankruptcy Court, and will
instead file summary quarterly reports. In addition, the Company
does not plan to issue earnings guidance or other information
regarding its actual or projected financial results, other than
that reported in its SEC filings.

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


KMART CORP: Court Approves Sale of Store No. 3334 Lease to Vons
---------------------------------------------------------------
Kmart Corporation and The Vons Companies Inc. are parties to a
Designation Rights Agreement with respect to Store No. 3334
located at 160 East Foothill, Boulevard in Laverne, California.
Vons purchased the Debtors' Designation Rights for the Lease.

In view of the Designation Rights Agreement, the Debtors sought
and obtained the Court's authority to assume and assign their
interest under the Laverne Store Lease to Vons.  Vons will use
the Premises as a retail store.

The Debtors lease the Store Premises under an October 22, 1975
agreement with Laverne Butterfield LLC.  The Debtors have since
halted their business operations at the Store.

Additionally, the Debtors will assign to Vons certain reciprocal
easement agreements related to the Laverne Store:

     (a) a Joint Access and Parking Lot Agreement dated
         June 23, 1976; and

     (b) a Joint Access and Parking Lot Agreement dated
         January 2, 1980.

In inking the Assignment Agreement, the Debtors will receive
$2,200,000 from Vons pursuant to the Designation Rights
Agreement.  At the same time, the Debtors will avoid continuing
obligations under the lease as well as significant rejection
claims against their estates.

The Debtors intend to satisfy any outstanding obligations under
the Lease.  The Debtors estimate that the amount necessary to
cure defaults totals $18,170.

The Debtors are confident that the Assignment will not prejudice
affected creditors, including the Landlord.  The Michigan-based
Vons is a wholly owned subsidiary of Safeway, Inc., which has a
net worth of over $5,000,000,000 as of the most recent complete
fiscal year.  Hence, there is adequate assurance that Vons will
continue to perform under the terms of the Lease. (Kmart
Bankruptcy News, Issue No. 55; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


LEAP WIRELESS: Asks Court to OK Interim Compensation Procedures
---------------------------------------------------------------
Leap Wireless International Inc., and its debtor-affiliates ask
the Court to establish procedures for the compensation and
reimbursement of court-approved professionals on a monthly
basis, on terms comparable to the procedures adopted in other
large Chapter 11 cases.  The Procedures will streamline the
professional compensation process and enable the Court and all
other parties to monitor the professional fees incurred in these
Chapter 11 cases more effectively.

The Professionals will be permitted to seek interim payment of
compensation and reimbursement of expenses in accordance with
these procedures:

  A. No earlier than the 20th day of each calendar month, each
     Professional seeking interim compensation will file a
     notice, pursuant to Section 331 of the Bankruptcy Code, for
     interim approval and allowance of compensation for services    
     rendered and reimbursement of expenses incurred during the
     immediately preceding month and serve a copy of the Monthly
     Fee Notice and copies of the invoices for which fees and
     expenses are requested on:

       (i) counsel to the Debtors, Latham & Watkins LLP, 633
           West Fifth Street, Suite 4000, Los Angeles, CA 90071,
           Attn: Robert A. Klyman, Esq.;

      (ii) counsel to any statutorily appointed committees in
           these cases;

     (iii) counsel to the Informal Vendor Debt Committee,
           Andrews & Kurth L.L.P., 805 Third Avenue, New York,
           NY 10022, Attn: Paul N. Silverstein, Esq.; and

      (iv) the United States Trustee, Office of the United
           States Trustee, 402 West Broadway, Suite 600, San
           Diego, CA 92101.

  B. Each Monthly Fee Notice will comply with the Bankruptcy
     Code, the Federal Rules of Bankruptcy Procedure, applicable
     Ninth Circuit law and the Local Rules of the United States
     Bankruptcy Court for the Southern District of California,
     except as otherwise expressly waived by the Court.  Each
     Notice Party will have 10 days after service of a Monthly
     Fee Notice to file with the Court and serve on any affected
     Professional and the Notice Parties a written objection to
     the Monthly Fee Notice for the Professional.  Fee Notice
     Objections must be filed with the Court and received by the
     affected Professional and the Notice Parties on or before
     the Objection Deadline.  Any Fee Notice Objection will
     state the fees and expenses to which the objection is being
     made and the basis for the objection.  Neither the United
     States Trustee nor any party-in-interest will be barred
     from raising objections to any charge or expense in any
     professional fee application filed with the Court on the
     ground that no objection was raised with respect to any
     invoice accompanying a Monthly Fee Notice.  If, after the
     expiration of the Objection Deadline, no Fee Notice
     Objections have been served on the Notice Parties and the
     Professional, the Debtors will be authorized to pay the
     Professional 80% of the fees and 100% of the expenses
     requested in the Monthly Fee Notice.  If a Fee Notice
     Objection is served in accordance with these provisions,
     the affected Professional may file with the Court, and
     serve by facsimile, messenger or overnight delivery on the
     Notice Parties, a certificate of undisputed fees and
     expenses, setting forth the difference between the amount    
     of fees and expenses requested in its Monthly Fee Notice
     and the amounts disputed in the Fee Notice Objection, and
     the Debtors will be authorized to pay the Professional 80%
     of the fees and 100% of the expenses of the Undisputed
     Amounts, unless any Notice Party files with the Court and
     serves a written objection to the Certificate of Undisputed
     Amounts on the Debtors and the Professional within two
     business days after service of this certificate.  The 20%
     holdback of fees may include any fees to which a Fee Notice
     Objection has been filed.

  C. A Notice Party filing a Fee Notice Objection and the
     affected Professional may consensually resolve the
     objection and file with the Court and serve on the Notice
     Parties a Notice of Resolution of Objection, which will
     state, with specificity, the resolution of the objection
     and any additional Undisputed Amounts determined by the
     parties.  The Debtors will then be immediately authorized
     to pay the affected Professional 80% of the fees and 100%
     of the expenses included in the Additional Undisputed
     Amounts.  If the parties are unable to reach a full
     resolution of the objection within 20 days after service of
     the Fee Notice Objection, the affected Professional may at
     any time thereafter either:

      (i) file with the Court copies of the Monthly Fee Notice
          and the Fee Notice Objection and request a hearing on
          the Fee Notice Objection; or

     (ii) forego payment of the difference between the Monthly
          Fee Notice Amount and the combined Undisputed Amounts
          and Additional Undisputed Amounts until the next
          interim or final fee application hearing, at which
          time the Court will consider and dispose of the Fee
          Notice Objection if requested by the parties.

  D. Beginning with the three-month period ending July 14, 2003,
     and thereafter at 120-day intervals or at any other
     intervals convenient to the Court, each of the
     Professionals must file with the Court and serve on the
     Notice Parties an application for interim Court approval
     and allowance of the compensation and reimbursement of
     expenses sought in the Monthly Fee Notices filed during the
     period.  The Interim Fee Application must include a summary
     of the Monthly Fee Notices that are the subject of the
     request and any other information requested by the Court or
     required by the local rules.  Each Professional must file
     their Interim Fee Application within 45 days after the end
     of the Interim Fee Period for which the request seeks
     allowance of fees and reimbursement of expenses.  Each
     Professional must file its first Interim Fee Application on
     or before August 28, 2003, and the first Interim Fee
     Application should cover the Interim Fee Period from the
     Petition Date through and including July 14, 2003.  Any
     Professional that fails to file an Interim Fee Application
     when due will be ineligible to receive further interim
     payments of fees or expenses pursuant to the Compensation
     Procedures until the Professional submits the Interim Fee
     Application.

  E. The Debtors will request that the Court schedule a hearing
     on the Interim Fee Applications at least once every six
     months, or at any other intervals as the Court deems
     appropriate.  To the extent the Court approves a
     Professional's Interim Fee Application, the Debtors are
     authorized to pay the Professional 100% of the fees not
     previously paid to the Professional pursuant to the
     Professional's Monthly Fee Notice for the relevant Interim
     Fee Period.

  F. The pendency of an objection to payment of compensation or
     reimbursement of expenses will not disqualify a
     Professional from the future payment of compensation or
     reimbursement of expenses under the Compensation
     Procedures.

  G. Neither the payment of or the failure to pay, in whole or
     in part, monthly interim compensation and reimbursement of
     expenses under the Compensation Procedures nor the filing
     of or failure to file an objection will bind any party-in-
     interest or the Court with respect to the final allowance
     of applications for compensation and reimbursement of
     expenses of professionals.  All fees and expenses paid to
     Professionals under the Compensation Procedures are subject
     to disgorgement until final allowance by the Court.

The Debtors further request that each member of any statutorily
appointed creditors' committee be permitted to submit statements
of expenses and supporting vouchers to counsel to the creditors'
committee, which will collect and submit the committee members'
requests for reimbursement in accordance with the Compensation
Procedures.  The Debtors also request that the Court limit the
notice of any hearing on Interim Fee Applications and Final Fee
Applications to the Notice Parties and all parties that have
filed a notice of appearance with the Clerk of this Court and
requested the special notice.  The Debtors further request that
the Notice Parties be entitled to receive Interim Fee
Applications and Hearing Notices and all other notice parties be
entitled to receive only the Hearing Notices.  

"Providing notice of fee applications and any hearings in this
manner will permit the parties most active in these Chapter 11
cases to review and object to professional fees and will save
the expense of undue duplication and mailing," Mr. Klyman says.  
"The Debtors will include all payments made to Professionals in
accordance with the Compensation Procedures in their monthly
operating reports, identifying the amount paid to each of the
Professionals." (Leap Wireless Bankruptcy News, Issue No. 3;
Bankruptcy Creditors' Service, Inc., 609/392-0900)  


LIN TELEVISION: S&P Rates $200M Senior Subordinated Notes at B
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' rating to
LIN Television Corporation's proposed $200 million senior
subordinated note issue due 2013.

In addition, Standard & Poor's assigned its 'B' rating to the
company's proposed $100 million exchangeable senior subordinated
note issue due 2033. Proceeds are expected to be used to
refinance existing debt. At the same time, Standard & Poor's
affirmed its 'BB-' corporate credit rating on LIN Television, an
operating subsidiary of LIN Holdings Corp. The outlook is
stable. The Providence, R.I.-based television owner and operator
had approximately $754.0 million of debt outstanding on
March 31, 2003.

"The proposed transaction reduces LIN's interest expense and
extends its debt maturities, without materially increasing
absolute debt levels," said Standard & Poor's credit analyst
Alyse Michaelson.

Favorable trends in television advertising were expected to
continue into 2003. Broad-based local ad spending and spillover
demand from tight network scatter time availability had been
expected to contribute to TV ad demand in 2003.  However, there
appears to be some volatility in the market due to the situation
in Iraq and soft economic outlook. The absence of political and
Olympic advertising dollars also make comparisons difficult this
year. Political advertising provided a boost in 2002,
contributing approximately 6% of the company's total revenue.  

LIN converted approximately 26% of EBITDA to discretionary cash
flow in 2002 because of its high margins and low capital
spending requirements. Capital spending likely will be reduced
in 2003, but cash interest payments are expected to increase pro
forma for the refinancing of the noncash interest senior
discount holding company notes, which could limit discretionary
cash flow growth, particularly given election cycles.
Maintenance of key credit ratios, covenant cushion, and de-
leveraging financial policies are important to ratings
stability. The ratings incorporate some room for modest
increases in leverage because of advertising and election
cycles. Debt-financed acquisition activity or a material
reversal in operating momentum that causes credit metrics to
deteriorate could destabilize ratings.


LIN TV CORP: Moody's Confirms and Assigns New Low-B Ratings
-----------------------------------------------------------
Moody's Investors Service confirmed the existing ratings and
assigned new ones to LIN TV Corp. Outlook was revised to
positive.

The rating actions mirror the company's good operating
performance which surpassed previous expectations. Moody's
believes that this trend will continue for the next two years,
despite uncertain market conditions.   

                   Ratings confirmed or assigned:

        * $192 million Senior Secured Revolver rated Ba2

        * $175 million Term B rated Ba2

        * $210 million of Senior Notes rated B1

        * $200 million of Senior Subordinated Notes assigned a
          B2

        * $100 million of Senior Subordinated Exchangeable
          Debentures assigned a B2

        * Ba3 Senior Implied Rating

        * B1 Senior Unsecured Issuer Rating
        
        * SGL-1 Speculative Grade Liquidity Rating (unchanged)

LIN TV Corp., operating 23 television stations in 17 markets, is
headquartered in Providence, Rhode Island.


MAIL-WELL INC: First-Quarter Results Show Marked Improvement
------------------------------------------------------------
Mail-Well, Inc. (NYSE: MWL) announced its results for the
quarter ended March 31, 2003. The net income of the Company was
$3.1 million, or $0.06 per share, on sales of $427 million
during the first quarter of 2003, compared to a net loss of
$133.4 million, on sales of $443 million during the same period
of 2002. These results reflect a $0.7 million charge for
restructuring in the first quarter of 2003 together with an
after tax gain on disposition of discontinued operations of $2.5
million. In the three months ended March 31, 2002, Mail-Well's
net loss included a charge for restructuring of $14.5 million, a
loss of $7.7 million on debt refinancing, together with an after
tax loss on disposal of discontinued operations of $8.0 million
and the cumulative effect of a change in accounting principle of
$111.7 million upon adoption of SFAS 142.

EBITDA for the quarter was $30.7 million, an improvement of 5.5%
over the $29.2 million achieved by ongoing operations in the
same period in 2002. An explanation of the Company's use of
EBITDA for comparative purposes is provided below.

Paul Reilly, Chairman, President and CEO, stated, "The 5.5%
year-over-year increase in EBITDA for the first quarter 2003
falls at the high end of the guidance we gave at the end of
2002. This was accomplished on slightly higher sales if you
exclude the sales of the operations that we have divested since
the first quarter of 2002. These results reflect the impact of
the many actions we have taken over the past year to improve our
operations and reduce costs. The year-over-year increase in
sales in the Print Segment has continued as expected. The
operating results of the Print segment continued to improve
while, in both the Envelope and Printed Office Products
segments, operating margins remain the best in the industry. We
fully expect that Q2 of 2003 will show significant improvement
over the same period in 2002 and we are comfortable with the
previous EBITDA guidance range of $130 to $140 million for the
full year, given the present economic environment."

Reilly also stated, "The relative positions of our businesses in
each of their chosen printing industry segments, together with
the wide breadth of the services Mail-Well can offer to its
customers, is allowing the company to grow sales both in
absolute and relative terms even in trying economic times. Our
renewed customer focus and our mobilization efforts within all
of our units are expected to allow us to continue these trends."

Mail-Well (NYSE: MWL) specializes in three growing multibillion-
dollar market segments in the highly fragmented printing
industry: commercial printing, envelopes and printed office
products. It holds leading positions in each. Mail-Well
currently has approximately 10,000 employees and more than 85
printing facilities and numerous sales offices throughout North
America. The company is headquartered in Englewood, Colorado.

                         *     *     *

As previously reported, Standard & Poor's lowered its corporate
credit rating on Mail-Well Inc., to double-'B'-minus from
double-'B', its subordinated debt rating to single-'B' from
single-'B'-plus, and its senior secured and senior unsecured
debt ratings to double-'B'-minus from double-'B'.

Standard & Poor's has also assigned its double-'B'- minus rating
to Mail-Well I Corp.'s $300 million senior secured revolving
bank facility due 2005, which is guaranteed by its holding
company parent, Mail-Well Inc., and all non-borrower
subsidiaries.

The outlook, S&P says, is negative.


META GROUP: March 31 Working Capital Deficit Widens to $9 Mill.
---------------------------------------------------------------
META Group, Inc. (Nasdaq:METG), a leading information technology
research and consulting firm, announced financial results for
the first quarter ended March 31, 2003.

                      First-Quarter Results

Total revenues for the first quarter were $28.2 million,
compared to revenues of $28.9 million in the year-ago period.
Net income for the quarter was $0.11 million, or $0.01 per fully
diluted share. This compares to a loss before cumulative effect
of change in accounting principle of $1.4 million or $0.11 per
fully diluted share in the year-ago period. The net loss in the
year-ago period was $23.6 million or $1.84 per fully diluted
share.

A breakdown of the quarter's results is as follows:

-- The Company's net cash position (cash including restricted
   balances, less bank debt and notes payable) was $25.7
   million, up from $14.4 million in the fourth quarter of 2002,
   and up from $14.6 million in the year-ago period.

-- Cash flow from operations was approximately $11 million,
   compared with $4.4 million in the year-ago period and a use
   of cash of approximately $0.7 million in the fourth quarter
   of 2002.

-- Research and Advisory Services revenue in the first quarter
   was $18.4 million, down 1.4% from $18.7 million in the first
   quarter of 2002.

-- Revenue from Strategic Consulting was down 5.4% to $7.5
   million in the first quarter, compared to $7.9 million in the
   year-ago period.

-- Revenue from Published Research Products was $1.8 million,
   flat with $1.8 million in the first quarter of 2002.

-- The gross margin increased to 47.6% in the first quarter of
   2003, compared to 46.4% in the year-ago period.

-- Operating expenses for the first quarter were $28.3 million,
   a 6.4% improvement from $30.3 million in the year-ago period.

-- Days sales outstanding (DSOs) for the first quarter were 97
   days, compared to 107 days for the year-ago period. After
   adjusting for those accounts receivable with future payment
   terms related to multiyear contracts, DSOs were 57 days,
   compared with 62 days a year ago.

At March 31, 2003, the Company's balance sheet shows that its
total current liabilities exceeded its total current assets by
about $9 million.

Fred Amoroso, META Group Chief Executive Officer, commented, "We
are pleased with the progress we're making in terms of our
transformation. Results for the first quarter were generally in
line with our expectations, with especially strong results in
improving our cash position -- both on a year-over-year and
sequential basis."

"We anticipated undertaking a number of strategic initiatives
and transformation steps in the first quarter to better position
ourselves for long-term success," continued Amoroso. "The most
significant of these was a major branding and advertising
campaign, which is now well underway. We felt strongly that the
first quarter was a critical time for us to begin aggressively
driving our core message into the global marketplace -- that we
provide higher-value IT research and advisory services."

"We also recently completed the realignment of our technology
research services, designed to promote a higher level of
collaboration across our research areas and to improve the
overall customer experience," said Amoroso. "We wanted to help
our customers obtain more complete coverage of the IT topics
most critical to them -- and help them avoid service
restrictions that are often imposed by traditional IT research
providers."

                        2003 Outlook

"We are refraining from forecasting full-year revenues and
profit. However, for the second quarter, we currently expect
total revenues to be approximately between $29.5 and $30
million, with breakeven operating results," said Amoroso.

META Group is a leading provider of information technology
research, advisory services, and strategic consulting.
Delivering objective and actionable guidance, META Group's
experienced analysts and consultants are trusted advisors to IT
and business executives around the world. Our unique
collaborative models and dedicated customer service help clients
be more efficient, effective, and timely in their use of IT to
achieve their business goals. Visit http://www.metagroup.comfor  
more details on our high-value approach.


MR. RAGS: Conducting GOB Sales at All 63 Remaining Stores
---------------------------------------------------------
Going-out-of-business sales are now under way at all 63
remaining stores in the Mr. Rags specialty apparel chain, with
30%-off discounts offered on all merchandise.

The mall-based chain's owner, Mr. Rags Acquisition, Inc., filed
for Chapter 11 protection under the U.S. Bankruptcy Code in
Santa Ana on January 28, 2003. After being unable to obtain new
financing or sell the business, the company's management decided
last week to proceed with an inventory liquidation in the
remaining locations, which are situated in 21 states in an area
spanning from Alaska to California on the Pacific Coast, to the
Southwest, Rocky Mountains and Midwest, and from New Hampshire
to Florida along the East Coast. California has the largest
concentration in this final group, with 21 stores throughout the
state.

Averaging 2,000 square feet, the Mr. Rags stores carry a mixture
of better urban and skateboard apparel for young men and women.
Brands available during the liquidation sale include such top
names as Ecko, Akademics, Phat Farm and Rocawear. Shoppers may
pay with bankcards or cash during the sale; checks are no longer
accepted. All sales are final.

Mr. Rags was founded in Seattle in 1985 and expanded to
approximately 150 stores at its peak. At the time of the Chapter
11 filing, 130 locations were in operation, with more than half
subsequently closed in advance of the final sale.

The company currently has approximately 315 full- and part-time
employees in the stores and its Long Beach headquarters.
Throughout the chain, management is working with state and local
authorities to help place the employees in new positions.


MUTUAL RISK: Fitch Drops Long-Term Issuer and Debt Ratings to D
---------------------------------------------------------------
Fitch Ratings has downgraded Mutual Risk Management Ltd.'s long-
term issuer rating, which provides an indication of MRM's credit
quality at a senior unsecured level, to 'D' from 'C'. Fitch also
downgraded the rating of MRM's convertible exchangeable
subordinated debt to 'D' from 'C'.

The rating actions follow creditor and judicial approval of
MRM's plan to restructure its senior debt. Fitch Ratings
considers the restructuring to be a distressed debt exchange
since the alternative to the restructuring would have been
liquidation. Fitch expects to withdraw the ratings on May 31,
2003 and no longer follow the company.

                      Affected Ratings:

Mutual Risk Management Ltd.

        -- Long-term issuer rating downgraded to 'D';

        -- Conv. exch. sub. debt rating downgraded to 'D'.


NAVISITE INC: Appoints Larry W. Schwartz to Board of Directors
--------------------------------------------------------------
NaviSite, Inc. (Nasdaq: NAVI), a leading provider of Application
and Infrastructure Management Services, has named Larry W.
Schwartz to its Board of Directors. Schwartz has filled the
board position vacated by Jim Pluntze, who was recently
appointed NaviSite's CFO.

Schwartz is currently Senior Vice President, Operations and
Chief Restructuring Officer for Genuity Inc. and has recently
led the planning, structuring and negotiations for the recently
closed transaction between Genuity and Level 3 Communications.
He has served as a member of Genuity's senior management
committee and as an officer of the company's Office of
Technology & Corporate Development.

Prior to joining Genuity, Schwartz was an equity partner with
the law firm of Choate Hall & Stewart, where he specialized in
mergers, acquisitions, buyouts and venture capital transactions
involving communications and media companies.

"We are very pleased name Larry Schwartz to our Board of
Directors, and we are looking forward to benefiting from his
experience, background and integrity," said Andy Ruhan, chairman
of Navisite's board of directors.

NaviSite is a Service Company providing Application and
Infrastructure Management Services for online operations of mid-
sized enterprises, business units of larger companies and
government agencies. With a world-class group of experienced
professionals, NaviSite delivers excellence through a flexible,
customizable suite of engineered solutions. NaviSite balances
service-centric people and process with cost effective,
innovative technology in areas such as Managed Applications,
Application Development, Hosting, Security and Infrastructure.

NaviSite Application Management Services deliver application
development, integration and full-service management, at any of
our data centers, a customer's location or even a third-party
site. NaviSite manages critical online and enterprise
applications through proactive technology and services,
providing 24/7 application monitoring, management and
maintenance: relieving customers of day-to-day application
operations burdens.

NaviSite's Infrastructure Management Services provide secure,
reliable, high-performance hosting services at data centers
serving: Boston, Chicago, Dallas, Las Vegas, Los Angeles,
Milwaukee, New York, San Francisco, Syracuse (NY) and
Washington, DC.

Services include a full array of managed hosting to collocation,
coupled with high-performance Internet access and high-
availability server management solutions through load balancing,
clustering, mirroring and storage services.

Founded in 1997, NaviSite, Inc. is publicly traded on Nasdaq as
NAVI. For more information, please visit http://www.NaviSite.com  

NaviSite is headquartered at 400 Minuteman Road, Andover, MA
01810, USA.

                          *    *    *

             Liquidity and Going Concern Uncertainty

As of January 31, 2003, the Company had approximately $11.2
million of cash and cash equivalents, working capital of $2.9
million and had incurred losses since inception resulting in an
accumulated deficit of $366.9 million. NaviSite's operations
prior to September 11, 2002 had been funded primarily by CMGI
through the issuance of common stock, preferred stock and
convertible debt to strategic investors, the Company's initial
public offering during fiscal 2000 and related exercise of an
over-allotment option by the underwriters in November 1999.
Prior to the acquisition by NaviSite of CBTM on December 31,
2002, CBTM had been funded primarily by its parent company,
ClearBlue, through various private investors. For the year ended
July 31, 2002, consolidated cash flows used for operating
activities totaled $27 million and for the six months ended
January 31, 2003 and 2002 consolidated cash flows used for
operating activities totaled $5.1 million and $16.5 million,
respectively.

During the six months ended January 31, 2003, the Company's cash
and cash equivalents decreased by approximately $10.6 million.
Included in this change was approximately $6.8 million in net
cash expenditures that are non-recurring in nature. The $6.8
million in net non-recurring expenditures consists predominantly
of: 1) a $3.2 million payment to CMGI for the settlement of
intercompany balances reached in fiscal year 2002; 2) a $2.0
million purchase of a debt interest in Interliant, Inc.; 3) a
$1.3 million interest payment to ClearBlue related to the $65
million of convertible notes then outstanding (see note 8 for
ClearBlue waiver of interest from December 12, 2002 through
December 31, 2003); 4) a $770,000 payment to purchase directors
and officer's insurance for periods prior to September 11, 2002;
5) a $775,000 unsecured loan to ClearBlue for payroll related
costs; 6) $1.3 million in severance payments; 7) a $600,000
settlement payment with Level 3, Inc.; 8) a $490,000 prepayment
of directors' and officers' insurance; 9) $403,000 in bonuses
related to fiscal year 2002 and 10) a $100,000 payment on behalf
of ClearBlue for legal costs; partially offset by: 1) $2.5
million in customer receipts; 2) a $1.0 million receipt from
Engage Technologies, Inc. related to a fiscal year 2002
settlement; and 3) a $637,000 reduction in restricted cash due
to the decrease in our line of credit.

The Company currently anticipates that its available cash at
January 31, 2003 combined with the additional funds available,
at Atlantic's sole discretion, under the Loan and Security
Agreement between NaviSite and Atlantic, (approximately $5.3
million at February 28, 2003), will be sufficient to meet our
anticipated needs, barring unforeseen circumstances for working
capital and capital expenditures through the end of fiscal year
2003. However, based on our current projections for fiscal year
2004, we will have to raise additional funds to remain a going
concern. The Company's projections for cash usage for the
remainder of fiscal year 2003 are based on a number of
assumptions, including: (1) its ability to retain customers in
light of market uncertainties and the Company's uncertain
future; (2) its ability to collect accounts receivables in a
timely manner; (3) its ability to effectively integrate recent
acquisitions and realize forecasted cash-saving synergies and
(4) its ability to achieve expected cash expense reductions. In
addition, the Company is actively exploring the possibility of
additional business combinations with other unrelated and
related business entities. ClearBlue and its affiliates
collectively own a majority of the Company's outstanding common
stock and could unilaterally implement any such combinations.
The impact on the Company's cash resources of such business
combinations cannot be determined. Further, the projected use of
cash and business results could be affected by continued market
uncertainties, including delays or restrictions in IT spending
and any merger or acquisition activity.

To address these uncertainties, management is working to: (1)
quantify the potential impact on cash flows of its evolving
relationship with ClearBlue and its affiliates; (2) continue its
practice of managing costs; (3) aggressively pursue new revenue
through channel partners, direct sales and acquisitions and (4)
raise capital through third parties.

The Company may need to raise additional funds in order respond
to competitive and industry pressures, to respond to operational
cash shortfalls, to acquire complementary businesses, products
or technologies, or to develop new, or enhance existing,
services or products. In addition, on a long-term basis, the
Company may require additional external financing for working
capital and capital expenditures through credit facilities,
sales of additional equity or other financing vehicles. Its
ability to raise additional funds may be negatively impacted by:
(1) the uncertainty surrounding its ability to continue as a
going concern; (2) the potential de-listing of the Company's
common stock from NASDAQ; (3) its inability to transfer back to
the NASDAQ National Market in the future from the NASDAQ
SmallCap Market; and (4) restrictions imposed on the Company by
ClearBlue and its affiliates. Under our arrangement with
ClearBlue, the Company must obtain ClearBlue's consent in order
to issue debt securities or sell shares of its common stock to
affiliates, and ClearBlue might not give that consent. If
additional funds are raised through the issuance of equity or
convertible debt securities, the percentage ownership of the
Company's stockholders will be reduced and its stockholders may
experience additional dilution. There can be no assurance that
additional financing will be available on terms favorable to the
Company, if at all. If adequate funds are not available or are
not available on acceptable terms, the Company's ability to fund
its expansion, take advantage of unanticipated opportunities,
develop or enhance services or products or respond to
competitive pressures would be significantly limited and,
accordingly, the Company might not continue as a going concern.


NEENAH FOUNDRY: S&P Drops Rating to D Following Exchange Offer
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Neenah Foundry Co. to 'D' from 'B-' and removed it
from CreditWatch, where it was placed on March 5, 2003. At the
same time, the senor secured debt rating was lowered to 'D' from
'B-', and the subordinated debt ratings was lowered to 'D' from
'CCC'. At Dec. 31, 2002, the Neenah, Wisconsin-based castings
manufacturer had approximately $455 million of debt outstanding
on its balance sheet.

The rating actions followed the company's announcement that it
has commenced an offer to exchange its 11-1/8% subordinated
notes for either cash or new subordinated notes. The exchange
would significantly impair the note holders relative to the par
value of the instrument. In addition, Neenah did not make its
interest payment on the notes on May 1, 2003. The financial
restructuring is expected to be completed no later than
Sept. 30, 2003.

"The restructuring will eliminate a significant amount of debt
and reduce cash interest payments, which had become onerous over
the past couple of years relative to cash flow, because of
depressed conditions in the heavy-duty truck and general
industrial markets," said Standard & Poor's credit analyst Joel
Levington.

Neenah is a manufacturer of ductile and gray iron castings for
the industrial and municipal markets. In addition, the company
engineers, manufactures, and sells related products to other
iron foundries. Some of the company's products include
components for heavy-duty trucks, mining equipment, man-hole
covers, and storm sewer frames and grates.


NORTEL NETWORKS: Resets Investor Analysts Conference for May 28
---------------------------------------------------------------
Nortel Networks Corporation (NYSE:NT) (TSX:NT) announced that
its Investor Analysts Conference scheduled for May 7, 2003 has
been rescheduled to May 28, 2003.

Frank Dunn, president and chief executive officer, Nortel
Networks, recently underwent eye surgery which has temporarily
prevented him from traveling.

Details for the rescheduled conference will be made available
shortly.

Nortel Networks is an industry leader and innovator focused on
transforming how the world communicates and exchanges
information. The company is supplying its service provider and
enterprise customers with communications technology and
infrastructure to enable value-added IP data, voice and
multimedia services spanning Wireless Networks, Wireline
Networks, Enterprise Networks, and Optical Networks. As a global
company, Nortel Networks does business in more than 150
countries. This press release and more information about Nortel
Networks can be found on the Web at
http://www.nortelnetworks.com


OLYMPIC PIPE LINE: Gets Court Nod to Hire Karr Tuttle as Counsel
----------------------------------------------------------------
Olympic Pipe Line Company sought and obtained approval from the
U.S. Bankruptcy Court for the Western District of Washington to
hire Karr Tuttle Campbell as its Special Counsel.

Before the Debtor filed for bankruptcy protection, it turned to
Karr Tuttle for legal advice.  As a result, Karr Tuttle has
intimate knowledge about the Debtor's business.  Accordingly,
the Debtor wants to continue employing Karr Tuttle and William
H. Beaver, Esq., to:

     - act as the outside general counsel for the Debtor;

     - manage all of its legal matters that arose as a result of
       a June 1999 pipeline release incident which resulted in 3
       deaths and a sustained shutdown of a portion of the
       pipeline operated by the debtor;

     - represent the debtor in federal and state tariff matters,
       rights-of-way litigation and issues, employment relations
       issues, pension and benefit issues, negotiation of
       franchise agreements with municipalities, and general
       corporate matters including advising the board of
       directors at its meetings; and

     - act as lead litigation counsel in the debtor's action
       against GATX seeking a declaration of insurance
       coverage.

Mr. Beaver's current hourly rate is $295.  The Firm has billed
the Debtor $240 per hour for Mr. Beaver's services since 1999
without a change in the rate and will continue to do so.  The
hourly billing rates of other individuals who will be doing work
on behalf of the Debtor range from $150 to $285.

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.


PENN TRAFFIC: Strikes Waiver and Forbearance Pact with Lenders
--------------------------------------------------------------
The Penn Traffic Company (Nasdaq: PNFT) announced that after the
close of business on May 2, 2003, the Company entered into a
Waiver and Forbearance Agreement with the lenders under its
Revolving Credit and Term Loan Agreement.

The Waiver and Forbearance Agreement (i) waives the events of
default that would have arisen under the Credit Facility as a
result of the failure by the Company to satisfy certain of the
financial covenants contained in the Credit Facility as of the
end of the Company's fiscal quarter ended May 3, 2003, and
certain other specified defaults, (ii) states that the lenders
under the Credit Facility will forebear from taking any action
under the Credit Facility as a result of such defaults and (iii)
permits Penn Traffic to borrow, repay and reborrow under the
Credit Facility through and including May 9, 2003, subject to
certain restrictions, including additional restrictions on
borrowing availability under the Credit Facility. After giving
effect to the Waiver and Forbearance Agreement, availability
under the revolving portion of the Credit Facility will be
approximately $52 million as of May 2, 2003.

The Company is currently negotiating an amendment to the Credit
Facility that will amend, among other things, the various
financial covenants in the Credit Facility to make them less
restrictive on the Company for future periods and to provide a
permanent waiver of certain other defaults. However, there can
be no assurance that the lenders under the Credit Facility will
agree to any modifications or amendments to the Credit Facility
or that any modifications or amendments will be acceptable to
the Company. If the Company is unable to modify or amend the
Credit Facility, it will be in default under the Credit Facility
and its ability to make further borrowings under the Credit
Facility may be terminated and the lenders under the Credit
Facility may assert other rights and remedies.

In light of the continuing negotiations with the lenders under
the Credit Facility, the Company also announced that it was
necessary for it to make use of the Exchange Act Rule 12b-25
extension period with respect to the Company's Annual Report on
Form 10-K for the fiscal year ending February 1, 2003 in order
to finalize and update its audit report and related disclosures.
If the Company were to have filed the Form 10-K report on May 2,
2003, it is likely that the audit opinion contained in the
report would have raised concerns over the Company's ability to
continue as a going concern. The Company intends to file its
Form 10-K report on or before the 15th calendar day following
the prescribed date.

The Penn Traffic Company operates 212 supermarkets in Ohio, West
Virginia, Pennsylvania, upstate New York, Vermont and New
Hampshire under the "Big Bear," "Big Bear Plus," "Bi-Lo," "P&C"
and "Quality" trade names. Penn Traffic also operates a
wholesale food distribution business serving 79 franchises and
62 independent operators.


PENN TRAFFIC: S&P Hatchets & Places Junk Rating on Watch Neg.
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on regional supermarket operator The Penn Traffic Co. to
'CCC+' from 'B+' and placed the rating on CreditWatch with
negative implications.

Other ratings were also lowered and placed on CreditWatch with
negative implications. Approximately $287 million of debt is
affected by this action.

The downgrade and CreditWatch listing are based on the company's
announcement that it has obtained a waiver and forebearance
agreement with its bank lenders only until May 9, 2003. This
waives events of default that would have arisen under the credit
facility as of the end of the company's first fiscal quarter
(May 3, 2003).

"Penn Traffic is currently in negotiations to amend the credit
facility by the May 9, 2003 deadline. If the Syracuse, N.Y.-
based company is unable to modify or amend its credit facility,
it will be in default under the credit facility," stated
Standard & Poor's credit analyst Patrick Jeffrey. The bank
facility was previously amended on Oct. 31, 2002, waiving any
defaults or events of default relating to accounting
misstatements and the restatement of the company's financial
statements.

These rating actions also are based on recent weak operating
trends which have reduced credit measures and liquidity. Penn
Traffic's operations have been negatively affected by the
weakened economy, more selective consumer spending patterns, and
increased promotional activity from competitors. As a result,
same-store sales declined 2.4% and EBITDA declined to $10.8
million from $21.4 million in the third quarter of 2002.

Additionally, the company announced that it will delay filing
its 10-K for fiscal year ending Feb. 1, 2003, until on or before
May 15, 2003, in order to attempt to resolve these issues. If
the company were to have filed the form 10-K for fiscal year
ending Feb. 1, 2003, on May 2, 2003, it is likely that the audit
opinion would have raised concerns over the company's ability to
continue as a going concern.

Standard & Poor's will monitor negotiations with the banks and
if successful, will review business trends and the revised
credit facility in assessing any further impact to the rating.
If negotiations fail, the company will be in default on the
credit facility and the ratings will be lowered.


PICCADILLY CAFETERIAS: Accepts Ronald A. LaBorde's Resignation
--------------------------------------------------------------
Piccadilly Cafeterias, Inc. (AMEX:PIC) announced that its Board
of Directors has accepted the resignation of Ronald A. LaBorde
as the Company's chief executive officer.  Mr. LaBorde also
resigned from the Company's Board of Directors. Both
resignations are effective immediately. The Board of Directors
has no immediate plans to fill the vacancy on the Board of
Directors or to replace Mr. LaBorde with a permanent chief
executive officer.

The Board of Directors also announced that it has entered into
an agreement with PMCM, LLC., an affiliate of Phoenix Management
Services, Inc., of Chadd's Ford, Pennsylvania. Phoenix is an
operationally-focused turnaround management firm. Under the
agreement, PMCM has agreed to provide to the Company the
services of Mr. Vincent Colistra, who will be in charge of the
engagement and serve as the chief restructuring adviser to the
Company, and Mr. John G. "Jack" McGregor, who will serve as the
interim chief executive officer of the Company. PMCM has been
engaged to provide financial advisory, management and
restructuring services to the Company. The Company expects that
PMCM will perform these services for the foreseeable future.
Azam Malik, the Company's president and chief operating officer,
and Mark Mestayer, the Company's treasurer and chief financial
officer, will continue to serve in such capacities.

J.H. Campbell, Jr., the Company's Chairman of the Board, said,
"Ronnie LaBorde has been a loyal and dedicated Piccadilly
executive for many years. We appreciate the many contributions
he has made to this Company and wish him well in his future
endeavors. We are pleased, however, that we have retained PMCM,
given the proven track record of Phoenix as an experienced
restructuring and turnaround firm. A core mission that the Board
has assigned to PMCM is to evaluate the Company's existing
business, financial projections, liquidity position and
prospects, and present the Board in the near future with
proposals for improving operations and shareholder value."

Piccadilly is a leader in the family-dining segment of the
restaurant industry and operates over 175 cafeterias in the
Southeastern and Mid-Atlantic states. For more information about
the Company visit the Company's Web site at
http://www.piccadilly.com

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

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


POLYPHALT INC: Default Possible After License Pact Termination
--------------------------------------------------------------
Polyphalt Inc., announced that one of its largest licensees
provided notice that it was terminating its license agreement
with the Company. The termination of the license agreement
becomes effective in June, 2003. This license agreement provided
the Company with $543,000 in revenue in 2002, an amount which
represented approximately 22% of Polyphalt's licensing and
royalty revenue for the year. The termination of this license
agreement will have a significant effect on Polyphalt's
operating results for 2003. Management is currently engaged in
discussions with this licensee in an effort to reach a new
agreement.

Polyphalt is also currently in discussions with its majority
shareholder, Grandwin Holdings Limited, in order to assess
whether or not the termination of this license agreement
constitutes an event of default under a loan agreement between
Polyphalt, as borrower, and Grandwin, as lender.

Polyphalt is a publicly traded, Canadian based, technology
company that develops and commercializes novel Polymer Modified
Asphalt products and technology to serve North American and
international infrastructure markets. Polyphalt has a broad
portfolio of proprietary technologies, several of which combine
blends of plastics and rubbers, including recycled materials.
These processes help to produce cost-effective and longer-
lasting pavements, roofing materials and other bituminous
building and industrial products. Polyphalt's international
license network comprises thirteen leading Asphalt refiners and
suppliers throughout the United States, Canada, Australia,
Europe and China. In February 2001, Polyphalt acquired GH
International, a leading Canadian producer of roof coatings,
adhesives and pavement maintenance products.

Polyphalt is a member of Cheung Kong Infrastructure group of
companies. CKI is the largest publicly listed infrastructure
company in Hong Kong with investment in power, infrastructure
projects, infrastructure materials and infrastructure-related
businesses. The company has operations in Hong Kong, mainland
China, Australia, Canada and the Philippines.


PORTLAND GEN. ELECTRIC: Fitch Revises Watch Status to Positive
--------------------------------------------------------------
Fitch Ratings has revised Portland General Electric's Rating
Watch status to Positive from Negative. PGE's securities were
lowered to their current level on Aug. 1, 2002. Portland
General's ratings are as follows: senior secured 'BB+'; senior
unsecured 'BB-'; and, preferred 'B'.

Revision of the Rating Watch status follows progress by PGE in
successfully addressing a number of the challenges to the
company's stand-alone credit profile following the bankruptcy of
parent Enron Corp. Specifically, the revision to Rating Watch
Positive status reflects greater clarity, since November 2002,
with regard to potential ENE exposures for which the potential
obligation of 'controlled group' members (including PGE) exists.
The change in Rating Watch status to Positive also considers
PGE's much improved liquidity position, bolstered most recently
by the May 1, 2003 remarketing of $142 million of secured
Pollution Control Revenue Refunding Bonds. Those contingent
exposures which previously were subject to limited visibility,
and potentially large amounts, include pension liability, income
tax and, to a lesser degree, post retirement benefits, further
details of which are outlined below. Finalization of bank
revolver financing, which is expected to occur by the end of May
2003, would likely result in an upgrade of PGE's secured debt to
investment grade. Further rating action beyond that point,
either up or down, will be contingent upon Enron's ability to
divest PGE in a timely fashion without negatively impacting
PGE's financial position, and additional developments with
regard to the FERC investigation of PGE into manipulation of
western energy markets.

The IRS proof of claim for taxes against the Enron estate was
filed for $111 million and the IRS seeks to apply $63 million in
tax refunds admittedly due Enron against the $111 million claim.
Because of the ranking within the ENE bankruptcy process and the
magnitude of the claim, the tax exposure to PGE, as a controlled
group member, appears unlikely to be of any material size. In
addition, controlled group exposure to Enron's pension plan has
been mitigated by ENE management's plan to fully-fund and
terminate the plan. With respect to exposure to post retirement
benefits, it appears that few employees are likely to select the
PGE group health plan as an alternate due to location and cost
considerations.

On PGE's stand-alone liquidity, the company intends to negotiate
a $125-150 million bank line to replace its existing $222
million bank credit facilities, which are set to mature in June
2003 ($72 million) and July 2003 ($150 million). This would mark
the final step in addressing immediate liquidity concerns, which
initially arose with regard to collateral requirements and
upcoming maturities during 2002.

PGE's current ratings reflect the ongoing challenges arising
from PGE's status as a subsidiary of an insolvent parent, ENE,
PGE's hitherto constrained access to capital markets and FERC's
investigation into the manipulation of western energy markets;
however, Fitch also recognizes the potential strength of PGE's
medium-term financial profile once near-term liquidity issues
are successfully addressed. In this regard, despite its
inability to issue unsecured debt at reasonable rates, PGE was
able to issue $150 million of secured debt and $100 million in
secured/insured debt in 2002 and $50 million in secured/insured
debt in April 2003. This, combined with the 2002 expiry of
above-market energy procurement contracts negotiated at the
height of the energy crisis of 2000-01 has resulted in a
significantly improved liquidity position at PGE. The closing of
$142 million of remarketed pollution control revenue refunding
bonds, on May 1, 2003, was a further positive development for
debt holders. At year-end 2002, PGE had $51 million of cash on
hand and just over $200 million of borrowing capacity. Mandatory
maturities, excluding the upcoming bank facilities, are $40
million in August 2003 and just $92 million during 2004-2006.

While there are 11 notches between the unsecured ratings of PGE
and ENE, Fitch has not based its ratings for PGE on a view that
the ratings of PGE are entirely de-linked from those of ENE.
Some challenges related to the ENE bankruptcy still remain,
exhibiting the pervasive nature of the complications induced by
ENE's bankruptcy; however, Fitch expects greater clarity to
emerge by the end of June 2003, the current deadline for ENE to
file its plan of reorganization with the bankruptcy court.

The Securities and Exchange Commission is conducting a review of
ENE's PUHCA exemption. An SEC action revoking Enron's exemption
could block PGE's access to its bank credit facilities. In order
to draw under its revolvers PGE must make a representation and
warranty that ENE is exempt from the PUHCA. In addition, PGE may
have to apply for new regulatory approval to issue short term
debt, which is anticipated to take between 30-60 days. While the
uncertainty surrounding the PUHCA exemption is a concern, Fitch
believes that PGE has sufficient liquidity to meet its near-term
obligations in the temporary absence of access to its revolvers,
and that the company's bank group is likely to grant a waiver to
the technical violation of its bank credit agreement triggered
by revocation of ENE's PUHCA exemption. The ratings also
incorporate the recently released draft report issued by the
Oregon Public Utility Commission Staff recommending that the PUC
open a formal investigation into questionable trading activity
during the energy crisis of 2000-2001. While the PUC has yet to
decide if it will move forward with a formal inquiry, Fitch
believes any potential rate reduction as a result of the
proceeding is not likely to be meaningful.

Of more concrete significance are the current FERC
investigations and the question of PGE's longer-term ownership
outside the ENE group. The FERC investigation into manipulation
of western energy markets could result in significant penalties
for PGE and is an ongoing source of concern for investors. An
ALJ decision in the FERC investigation is expected in July 2003
and a final commission order could be issued by the end of the
third quarter of 2003. At the same time, plans progress with
regard to the future separation of PGE from the remaining ENE
group. Fitch has discussed current plans with management and
regards the options currently under consideration as likely to
be generally supportive of further medium-term improvement in
the credit ratings. As noted above, successful conclusion of a
plan of separation, and a favorable resolution of the FERC
investigation could therefore provide further triggers for
rating improvement.


PREMIER LASER: BIOLASE Sues Diodem LLC for Patent Infringement
--------------------------------------------------------------
BIOLASE Technology, Inc. (Nasdaq: BLTI) filed suit against
Diodem LLC on May 2, 2003 to reinforce BIOLASE's intellectual
property position in the marketplace.

Diodem, LLC is a small, recently formed entity purporting to
hold some of the patents formerly held by Premier Laser Systems,
Inc. which filed for bankruptcy in March 2000. In the LLC's
Articles of Organization filed with the California Secretary of
State, Diodem identifies Colette Cozean, Premier's former
President and C.E.O., as agent, and as initial manager. BIOLASE
previously sued Premier Laser Systems for patent infringement
shortly before Premier's bankruptcy filing. This action is
intended to further assert and protect certain BIOLASE
intellectual property rights.

"BIOLASE will continue to take affirmative measures to protect
the interests of the Company and our stockholders and enforce
our strong patent portfolio and position in the market," said
Jeffrey W. Jones, BIOLASE President and Chief Executive Officer.

BIOLASE Technology, Inc. -- http://www.biolase.com-- is a  
medical technology company that manufactures and markets
advanced dental, cosmetic, aesthetic and surgical products,
including Waterlase Hydrokinetic(TM) surgical cutting systems,
LaserSmile(TM) and other advanced laser and non-laser products
for the medical market. The Company's products incorporate
patented and patent-pending technologies in the pursuit of
painless surgery. BIOLASE is a leading provider of painless hard
and soft tissue dental laser technology.


PRIMUS TELECOMMS: Annual Shareholders Meeting Slated for June 17
----------------------------------------------------------------
The 2003 Annual Meeting of Stockholders of Primus
Telecommunications Group, Incorporated, a Delaware corporation,
will be held at 10:00 a.m., local time, on June 17, 2003 at the
McLean Hilton Tysons Corner, 7920 Jones Branch Drive, McLean, VA
22102 for the following purposes:

1. To elect three directors of the Company, each to serve a
   three-year term until the 2006 Annual Meeting of
   Stockholders. The current Board of Directors has nominated
   and recommended for such election as directors the following
   persons: David E. Hershberg, Nick Earle and Pradman P. Kaul.

2. To approve an amendment to the Company's Employee Stock
   Option Plan to increase the number of shares reserved for
   issuance upon exercise of options granted thereunder and to
   extend the expiration date of the Employee Stock Option Plan.

3. To transact such other business as may properly come before
   the Annual Meeting of Stockholders or any adjournment or
   postponement thereof.

The Board of Directors has fixed April 30, 2003 as the record
date for determining the stockholders entitled to receive notice
of, and vote at, the Annual Meeting of Stockholders and any
adjournments or postponements thereof.

PRIMUS Telecommunications Group, Incorporated (NASDAQ: PRTL) is
a global telecommunications services provider offering bundled
voice, data, Internet, digital subscriber line (DSL), Web
hosting, enhanced application, virtual private network (VPN),
and other value-added services. PRIMUS owns and operates an
extensive global backbone network of owned and leased
transmission facilities, including approximately 250 points-of-
presence (POPs) throughout the world, ownership interests in
over 23 undersea fiber optic cable systems, 19 international
gateway and domestic switches, a satellite earth station and a
variety of operating relationships that allow it to deliver
traffic worldwide. PRIMUS also has deployed a global state-of-
the-art broadband fiber optic ATM+IP network and data centers to
offer customer Internet, data, hosting and e-commerce services.
Founded in 1994 and based in McLean, VA, PRIMUS serves
corporate, small- and medium-sized businesses, residential and
data, ISP and telecommunication carrier customers primarily
located in the North America, Europe and Asia Pacific regions of
the world. News and information are available at PRIMUS's Web
site at http://www.primustel.com

At December 31, 2002, Primus Telecommunications' balance sheet
shows a working capital deficit of about $73 million, and a
total shareholders' equity deficit of about $200 million.

Primus Telecomms.' 12.75% bonds due 2009 (PRTL09USR2) are
trading at about 95 cents-on-the-dollar, says DebtTraders. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=PRTL09USR2
for real-time bond pricing.


PROMAX ENERGY: Seeks to Resolve Default Under Credit Agreement
--------------------------------------------------------------
Promax Energy Inc. (TSE:PMY) announces that information
contained in the press release of April 02, 2003 for a 31 day
production test ending March 31, 2003 and in the 2003
President's Message to Shareholders under the heading "Outlook"
incorrectly stated that the Corporation's current production
from the shallow cretaceous (surface to Second White Specks)
stood at 1000 BOEPD and production from the deep cretaceous
(Viking to Banff) stood at 1550 BOEPD. In addition, the
Corporation's Management's Discussion and Analysis for the
fiscal year ended December 31, 2002 under the heading "Outlook
and Strategy" incorrectly stated that the Corporation's current
production consisted of approximately 1,000 BOEPD of longer life
production and approximately 1,550 BOEPD of other production.
The production figures announced on April 2, 2003 were based on
field readings and not sales.

For the 31 days ended March 31, 2003 Promax gross production
from wells in which the Corporation has an interest was 2558
BOEPD (6:1). Of this, 77.3% or 1977 BOEPD accrued to Promax for
satisfaction of its hedge and 1834 BOEPD was produced net of
certain other minority interests. The amount accruing to Promax
is 22.5% less than the 2550 BOEPD announced previously.

The Corporation's credit facility with its principal lender
requires the satisfaction by the Corporation of certain
financial covenants, some of which have not been satisfied. The
lender has waived some but not all of these covenants and
therefore the Corporation is currently in default of certain
terms of its credit facility. The Corporation has requested that
the lender provide it with additional funds that would be used
by the Corporation to conduct its 2003 exploration and
development program and maintain its current operations. Though
discussions are ongoing, the lender has indicated that no
additional funds will be provided at this time. The Corporation
is in good standing with respect to all principal and interest
payments on the loans. The Corporation's management is
vigorously pursuing a refinancing plan, which may include new
debt financing, non-core asset sales and/or placement of new
equity.

As at this date and based on a foreign exchange rate of 70.1
cents/USD the Corporation owes its principal lender $76.3
Million CAD down $8.2 Million CAD since December 31, 2002.

The Corporation will forward to its Shareholders revisions to
its President's Message to Shareholders and it's Management's
Discussion and Analysis for the fiscal year ended December 31,
2002. Promax will also file a Notice to Adjourn it's Annual
General and Special Meeting of Shareholders scheduled for
May 23, 2003.

Promax Energy Inc. is a junior oil and gas company listed and
trading on the Toronto Stock Exchange under the symbol "PMY". It
has a high working interest in over 285,000 acres in a gas prone
area of southeastern Alberta with multiple producing horizons
including long life Medicine Hat/Milk River and Coal Bed
Methane.


QWEST COMMS: Expanding DSL Availability in 14-State Region
----------------------------------------------------------
Qwest Communications International Inc. (NYSE: Q) is investing
an incremental $75 million to expand the availability of Qwest
DSL in its 14-state region. Qwest's commitment to expand DSL
services is in direct response to strong customer demand for
faster Internet service, and ensures that more customers are
able to receive a complete solution that includes local, long
distance, wireless and DSL service.

In Iowa, Qwest expects to deploy DSL later this year in Altoona,
Boone, Burlington, Clinton, Indianola, Keokuk, Marshalltown and
Spencer as part of the first phase of this expansion.

Qwest will expand its current DSL service area by more than 20
percent, to nearly 1,550 new neighborhoods across its region. As
a result, customers at approximately 900,000 additional homes
and businesses will become eligible to purchase Qwest DSL.

In addition to this expansion, Qwest also is making
technological changes to many phone lines in its region, which
is expected to make DSL services available where previously they
were not. As a result, an additional 100,000 homes and
businesses will have access to Qwest DSL service.

"Our customers want reliable, affordable high-speed access to
the Internet, and we're meeting this need by aggressively
deploying additional DSL service throughout the Qwest
territory," said Richard C. Notebaert, Qwest chairman and CEO.
"Qwest DSL allows customers to experience the Internet the way
it's meant to be experienced -- quickly and efficiently, with no
long waits, saving customers time and helping to simplify their
lives."

Qwest DSL enables customers to access the Internet or corporate
networks at speeds ranging from approximately 256 kilobits per
second to 7 megabits per second, which -- at the highest DSL
speed -- is approximately 125 times faster than a traditional
56K dial-up connection. As a result, customers can download
movie clips and photos, play music and participate in online
gaming with high-speed action. These features take a fraction of
the time compared to dial-up, and customers can talk on the
phone while surfing the Internet.

Qwest Communications International Inc. (NYSE: Q), whose
December 31, 2002 balance sheet shows a total shareholders'
equity deficit of about $1 billion, 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  


RELIANCE: Gets Blessing to Continue Paul Zeller's Engagement
------------------------------------------------------------
Reliance Group Holdings and Reliance Financial Services obtained
permission from the Court to continue the employment of Paul W.
Zeller as President and Chief Executive Officer until
September 30, 2003.

Under the Agreement, Mr. Zeller will receive two weeks of
vacation.  Mr. Zeller shall not be entitled to receive any
retention bonus. (Reliance Bankruptcy News, Issue No. 36;
Bankruptcy Creditors' Service, Inc., 609/392-0900)     


SEDONA CORP: Files Suit re Manipulation of Common Stock Trading
---------------------------------------------------------------
SEDONA(R) Corporation (OTCBB:SDNA) -- http://www.sedonacorp.com
-- a leading provider of Internet-based Customer Relationship
Management solutions for small and mid-sized financial services
organizations, has filed a civil action lawsuit against numerous
defendants in the United States District Court, Southern
District of New York.

SEDONA seeks damages from the defendants named, and other
defendants yet to be named, in the complaint for allegedly
participating in the manipulation of its common stock, fraud,
misrepresentation, failure to exercise fiduciary responsibility,
and/or failure to adhere to SEC trading rules and regulations,
tortuous interference, conspiracy and other actions set forth in
the complaint, including, but not limited to enforcement of
settlement date and affirmative determination. The Company is
represented in this action by the law firms of O'Quinn,
Laminack, & Pirtle and Christian, Smith, & Jewell both of
Houston, Texas.

In September of 2001, SEDONA came into possession of a report
alleging manipulation of over sixty publicly traded companies,
one of which was SEDONA. After reviewing the report and its own
trading history, the Company requested the Security and Exchange
Commission investigate the trading of its stock. On February 27,
of 2003, the SEC, in Litigation Release No. 18003, announced a
settled civil action in the Southern District of New York
against certain parties accused of manipulating SEDONA stock,
and made public its' complaint detailing their allegations. In
addition to alleged violation of the Commission's Order Lawfully
Issued pursuant to Section 21 (a) of the Exchange Act, the SEC
complaint details alleged violations of Section 10 (b) of the
Exchange Act and Rule 10-b5, along with alleged violations of
Section 17 (a)(1) of the Securities Act.

Marco Emrich, President and CEO of SEDONA, commented, "In
October of 2001, we took action that we felt was necessary to
protect our shareholders and the future of our company. At that
time, SEDONA placed a request and its faith in the SEC and other
regulatory agencies to investigate this alleged manipulation. By
their recent actions, the SEC has spoken very clearly, and their
efforts are much appreciated. Now it is our responsibility to
act upon that information for the protection of our
shareholders. Our suit seeks to recover the tremendous damage
that, in our opinion, has been done to our shareholders, and to
our efforts to build SEDONA."

Mr. Emrich continued, "It is the right of our shareholders, and
the right of shareholders of all public companies, to expect the
price of the shares they own to be determined by supply and
demand, rather than an alleged manipulative and fraudulent
trading scheme."

James W. Christian, of Christian, Smith & Jewell commented, "In
our opinion, we continue to see more and more occasions of small
companies seeking capital to implement their business plans
falling prey to predatory financing. It is our opinion that
SEDONA is a prime example of this alleged illegal behavior. It
is also our opinion that while seeking to build a sound business
with a planned quality capital formation program, SEDONA instead
was led into a maze of (i) its own financial advisor placing
SEDONA with toxic funders, and (ii) manipulative short selling
from hedge funds, fund managers, offshore funds, and broker-
dealers, all of whom allegedly profit from their destruction, no
matter how many employees, customers, and shareholders they left
in their wake. The difficulty in capital formation and building
a business, while a company's stock is continually manipulated
downward, has, in our opinion, resulted in many good young
companies disappearing. With the aggressive manipulation
designed to bankrupt the 'victimized' companies, it is a
testimony to SEDONA's business plan, products, and people, that
SEDONA is still here today."

Mr. Christian concluded, "It is further our opinion that this is
a widespread problem in the financial markets today. The small
start-up company is the foundation for many workers, and
technological advancements, which are vital to economic growth.
Predatory financing of companies threatens to destroy that
backbone. Just because you are a small-cap company doesn't mean
you are not entitled to the same protections from naked short
selling as any Fortune 500 company. We seek to repair the
damages done to SEDONA, and to attempt to prevent this type of
behavior in the future."

SEDONA(R) Corporation (OTCBB: SDNA) is a leading technology and
services provider that delivers Customer Relationship Management
solutions specifically tailored for small and mid-sized
financial services businesses such as community banks, credit
unions, insurance companies, and brokerage firms. By using
SEDONA's CRM solutions, financial institutions can effectively
identify, acquire, foster, and retain loyal, profitable
customers.

Leveraging SEDONA's CRM solution, leading financial services
solution providers such as Fiserv, Inc., Open Solutions Inc.,
COCC, Sanchez Computer Associates, Inc., Financial Services,
Inc. (FSI) and AIG Technologies offer best-in-market CRM to
their own clients and prospects. SEDONA Corporation is an
Advanced Level Business Partner of IBM Corporation.

For additional information, visit the SEDONA Web site at
http://www.sedonacorp.com

As previously reported in the November 22, 2002 edition of
Troubled Company Reporter, SEDONA(R) said it was aggressively
pursuing several alternatives and anticipates this concern will
be resolved. If such funding did not become available on a
timely basis, however, the Board would explore additional
alternatives to preserving value for its creditors and
stockholders which might include a sale of all or part of the
Company or a reorganization or liquidation of the Company.


SERVICE MERCHANDISE: Court OKs Brentwood HQ Sale for $9 Million
---------------------------------------------------------------
Service Merchandise Company, Inc., and its debtor-affiliates
have obtained the Court's approval to sell their interest in
their corporate headquarters in Brentwood, Tennessee.  The
Corporate Headquarters is one of the Debtors' last remaining
assets to be monetized.  It consists of a 347,539-square foot
office complex located at 1700 Service Merchandise Drive in
Brentwood.

The Debtors will sell the Property for $9,000,000 subject to
higher or better offers.

The salient terms of the Agreement are:

A. Property

   The Debtors will sell the land and building complex as well
   as certain personal property and fixtures used in connection
   with the Corporate Headquarters' operation.

B. Excluded Personal Property

   There are certain personal property and fixtures that will
   not be included in the sale.  The Debtors will engage a
   liquidator to sell these Excluded Personal Property.  Under
   the Purchase Agreement, the Debtors will have until the later
   of the closing date of the transaction or April 26, 2003 to
   remove the Excluded Personal Property from the Corporate
   Headquarters.  If the Excluded Personal Property is not
   removed by that target date, the Debtors will relocate the
   Excluded Personal Property to the Leased Space.

C. Purchase Price -- $9,000,000

   The Purchase Price included an initial $100,000 earnest money
   deposit that Kirkland paid three days after the Purchase
   Agreement was executed.  Kirkland will pay another $300,000
   earnest money deposit if it turns out as the successful
   bidder at the auction.

D. Closing

   Kirkland is required to close the transaction five days after
   the Court issues a final order approving the sale.

E. Title/Condition of Property

   The sale will be in an "as is, where is" basis, free and
   clear of any liens, claims, encumbrances and interests.  All
   liens, claims, encumbrances and interests will attach to sale
   proceeds.  The Property is being sold as is, where is, with
   no representations or warranties.

F. Due Diligence

   Kirkland has an option to terminate the Purchase Agreement,
   in the event that the updated survey conducted on
   February 25, 2003 reveals a material impairment of the
   Property that was not identified on the existing survey of
   the Property previously delivered to Kirkland.

G. Leaseback

   The parties will enter into the leaseback transaction at the
   Closing.  During the term of the Lease, the Debtors have the
   right to terminate the Lease effective on the later of:

   -- the last day of the month in which the Debtors served a
      termination notice to Kirkland; or

   -- the date that the Debtors have removed all of their
      personal property from the Leased Space.

   Kirkland also has the right to terminate the Lease at any
   time during its term on 90 days' prior notice.

H. Guaranty

   Robert E. Kirkland will guaranty his firm's payment and other
   obligations to the Debtors under the Purchase Agreement.

The Court further orders the Debtors to:

    (a) pay Grubb & Ellis/Centennial Incorporated a $135,000
        broker's commission, which is equal to 1.5% of the
        purchase price for the Property, only in the event that
        the sale of the Property is consummated with Kirkland
        Properties LLC; and

    (b) the sale of the Property to Kirkland does not and will
        not subject the successful bidder to any liability by
        reason of the transfer based, in whole or in part,
        directly indirectly, on any theory of law, including any
        theory of successor or transferee liability. (Service
        Merchandise Bankruptcy News, Issue No. 48; Bankruptcy
        Creditors' Service, Inc., 609/392-0900)


SL INDUSTRIES: Commences Trading on AMEX Under New "SLI" Symbol
---------------------------------------------------------------
Effective at the opening of trading on April 30, 2003, the
common stock, $.20 par value per share, of SL Industries, Inc.
commenced trading on the American Stock Exchange under the
ticker symbol "SLI." The common stock had traded under the
ticker symbol "SL" on the New York Stock Exchange through the
close of trading on April 29, 2003. Additionally, effective at
the opening of trading on April 30, 2003, the ticker symbol of
the common stock on the Philadelphia Stock Exchange was changed
to "SLI" from "SL."

SL Industries, Inc. designs, manufactures and markets Power and
Data Quality (PDQ) equipment and systems for industrial,
medical, aerospace, telecommunications and consumer
applications. For more information about SL Industries, Inc. and
its products, please visit the Company's Web site at
http://www.slpdq.com

                         *   *   *

In the Company's 2002 Annual Report filed on SEC Form 10-K,
Grant Thornton LLP, the Company's independent auditors, issued
this statement:

"We have audited the accompanying [sic] consolidated balance
sheet of SL Industries, Inc. and its subsidiaries as of December
31, 2002, and the related consolidated statements of operations,
comperhensive income (loss), shareholders' equity, and
cash  flows  for  the year then ended.  These financial
statements  are the responsibility of the Company's management.  
Our responsibility is to express an opinion  on  these  
financial  statements  based  on our  audit.  The  financial
statements of SL Industries,  Inc. and its  subsidiaries as of
and for the years ended December 31, 2001 and 2000, were audited
by other auditors who have ceased operations  and who's  report  
dated  March 15,  2002  included an explanatory paragraph that
described certain  uncertainties regarding the Company's ability
to continue as a going concern."


SMTC CORP: Reports Weaker Financial Results for First Quarter
-------------------------------------------------------------
SMTC Corporation (Nasdaq: SMTX), (TSE: SMX), a global provider
of electronics manufacturing services to the technology
industry, reported first quarter revenue of $86 million,
compared to $116 million for the previous quarter and $139
million for the same quarter last year.

Net earnings on a Generally Accepted Accounting Principles basis
for the first quarter of 2003 of $32,000, or $0.00 per share,
includes restructuring charges of $0.2 million. The net loss on
a GAAP basis for the previous quarter of $24.5 million, or $0.85
per share, include restructuring charges of $24.2 million ($0.2
million included in cost of sales) and other charges of $1.2
million ($1.0 million included in selling, general and
administrative expenses and $0.2 million included in
amortization expense). The net loss on a GAAP basis for the
first quarter of 2002 of $68.2 million or $2.38 per share,
includes the loss from discontinued operations of $10.2 million
and the effects of a change in accounting policy related to
goodwill, resulting in a charge of $55.6 million.

The Company calculates adjusted net earnings (loss) as net
earnings (loss) before discontinued operations, the effects of
changes in accounting policies, restructuring and other charges
and the related income tax effect. Adjusted net earnings(1) for
the first quarter of 2003 are $169,000 or $0.01 per share
compared to adjusted net earnings(1) of $1.0 million or $0.03
per share for the previous quarter and an adjusted net loss(1)
of $2.5 million or $0.09 per share for the same period last
year.

Gross profit on a GAAP basis for the first quarter of 2003 was
$8.1 million or 9.4% compared to $8.7 million or 7.5% for the
previous quarter and $6.7 million or 4.9% for the same period in
the prior year.

Operating income on a GAAP basis for the first quarter of 2003
was $1.6 million compared to an operating loss on a GAAP basis
of $22.7 million for the previous quarter and an operating loss
of $0.8 million for the same period in the prior year.

Effective January 1, 2002, the Company had unamortized goodwill
of $55.6 million. In response to the implementation of new
accounting standards, the Company completed its transitional
goodwill impairment testing in the third quarter of 2002 and
concluded that a write-off of the entire amount was required and
recorded a charge as a cumulative change in accounting principle
as at January 1, 2002.

The Company achieved a net cash cycle of 39 days for the first
quarter of 2003, compared to 31 days for the previous quarter
and 52 days for the same period in 2002, and continues to
generate cash flow from operations. During the past four
quarters, the Company has reduced its debt levels by $31.6
million, or 28%, to $80.9 million from $112.5 million from the
same period last year.

SMTC Corporation's March 30, 2003 balance sheet shows that its
total current liabilities exceeded its total current assets by
about $7 million.

Frank Burke, Chief Financial Officer of SMTC commented, "The
Company continued to focus on its cost structures and liquidity
management throughout this quarter. This has been a common theme
for the Company for the past six quarters. The financial results
indicate that these efforts have been rewarded with higher
margins, lower bank debt and an improved balance sheet. The end
markets, however, remain difficult. The Company is not seeing a
general pick-up in economic activity or a return to more robust
sales levels. To reflect this, the Company will continue to
right size its business to the current economic environment. "

SMTC's President and C.E.O., Paul Walker added, "Despite the
difficult economic environment and continued weakness in end-
market demand, we made significant progress during the quarter.
Our gross profit margin and reduced operating expenses enabled
us to report positive earnings, in excess of our guidance. We
were pleased to announce during the quarter, our partnership
with ALCO, a Hong Kong based EMS provider, which provides our
customers with a cost effective manufacturing solution in China.
Also, as we execute on our restructuring initiatives, we
continued to redeploy capacity to lower cost regions."

About the Company: SMTC Corporation is a global provider of
advanced electronic manufacturing services to the technology
industry. The Company's electronics manufacturing and technology
centers are located in Appleton, Wisconsin, Boston,
Massachusetts, Charlotte, North Carolina, San Jose, California,
Toronto, Canada, and Chihuahua, Mexico. SMTC offers technology
companies and electronics OEMs a full range of value-added
services including product design, procurement, prototyping,
printed circuit assembly, advanced cable and harness
interconnect, high precision enclosures, system integration and
test, comprehensive supply chain management, packaging, global
distribution and after-sales support. SMTC supports the needs of
a growing, diversified OEM customer base primarily within the
networking, communications and computing markets. SMTC is a
public company incorporated in Delaware with its shares traded
on the Nasdaq National Market System under the symbol SMTX and
on The Toronto Stock Exchange under the symbol SMX. Visit SMTC's
Web site at http://www.smtc.comfor more information about the  
Company.


SONICBLUE INC: Selling Modem Business Assets to Zoom Telephonics
----------------------------------------------------------------
SONICblue(TM) Incorporated has signed an asset purchase
agreement with Zoom Telephonics, Inc. Under the terms of the
agreement, Zoom Telephonics has agreed to acquire substantially
all of SONICblue's modem business assets, including the trade
names Diamond and Supra, for approximately $495,000, subject to
adjustment. The asset purchase agreement also provides that Zoom
will make certain firmware upgrades available and will provide
certain technical support.

The sale is subject to approval of the bankruptcy court,
overbids in the bankruptcy court and customary closing
conditions.


SPIEGEL INC: Announces More Layoffs, Cutbacks & Closings
--------------------------------------------------------
As part of its ongoing reorganization process, The Spiegel Group
(Spiegel, Inc.) plans to close one of its customer sales and
service centers, that its Eddie Bauer division has restructured
its headquarters workforce and that it has realigned its
corporate information services staff.

Bill Kosturos, interim chief executive officer and chief
restructuring officer of The Spiegel Group said, "We are
transforming and repositioning our business for future success.
These initiatives are an integral part of the reorganization
process and are key steps toward streamlining our business
processes and operations in each division as well as across The
Spiegel Group to reduce costs and enhance productivity."

The company's Spiegel Group Teleservices division, which handles
the customer sales and service calls for The Spiegel Group
merchant companies, will close a facility located in Bothell,
Wash., which employs 365 associates. The facility is scheduled
to close on July 6, 2003; associates will continue to be
employed with the company through that date. Closing this
facility will allow the company to better leverage the capacity
in its other call centers, which are located in Rapid City,
S.D., Hampton, Va., Saint John, New Brunswick, Canada, and
Sydney, Nova Scotia, Canada.

The company's Eddie Bauer division has restructured its
organization to gain greater organizational and operational
efficiencies. As a result, Eddie Bauer will reduce its
headquarters workforce in Redmond, Wash., by approximately 180
associates, effective May 9, 2003. The new organizational
structure will better support Eddie Bauer's multi-channel
marketing strategies and bring even greater focus on serving
customers, developing product and solidifying its brand
positioning. Eddie Bauer associates were informed of this
decision earlier today.

The Spiegel Group realigned its corporate information services
organization in response to the company's redefined systems
strategy, which included a significant reduction in systems
development initiatives. Corporate information services provides
systems support to all the Group's operations. This realignment
has resulted in a headcount reduction of approximately 90
associates. The majority of the associates affected were located
at the company's headquarters and its data center, which are
both in the Chicago area.

The company will provide severance and other benefits to
affected associates.

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


SPIEGEL INC: Enters into Long-Term Agreements with Alliance Data
----------------------------------------------------------------
Alliance Data Systems Corp. (NYSE: ADS), a leading provider of
transaction services, marketing services and credit services,
and The Spiegel Group will proceed with launching new private-
label credit card programs for The Spiegel Group's merchant
divisions -- Eddie Bauer, Spiegel Catalog and Newport News, as
previously announced. Alliance Data's subsidiary, World
Financial Network National Bank, will administer the new
private-label credit card programs.

On April 28, The Spiegel Group filed a motion with the
Bankruptcy Court seeking approval to enter into a private label
credit card agreement with Alliance Data Systems, and the court
approved this motion on May 2. With this approval, Spiegel, Inc.
and each of its three merchant divisions entered into separate
but essentially identical 10-year agreements with Alliance Data.
The new credit card programs for The Spiegel Group will be
separate from and have no relation to The Spiegel Group's
existing or prior credit card programs, and there will be no
transfer of existing receivables.

"We are pleased to be working with The Spiegel Group and are
confident that our robust suite of marketing tools, including
database, catalog and Internet capabilities will help their
merchant divisions strengthen their relationships with their
customers," said Ivan Szeftel, president, Retail Services,
Alliance Data Systems. "I am confident that our retail heritage,
strong credit and marketing services, and extensive experience
in the direct marketing sector will help The Spiegel Group drive
incremental sales across all three merchant divisions."

"We are pleased to have established these new credit card
programs, which we believe will help us enhance our customers'
experience and build customer loyalty," said James M. Brewster,
senior vice president and chief financial officer of The Spiegel
Group. "We look forward to executing our targeted credit
marketing programs aimed at reaching our existing customers and
attracting new customers."

Under terms of each of the agreements, Alliance Data will
provide account acquisition and activation, issuance of new
cards, receivables funding, card authorization, customer care,
and billing and remittance services. Utilizing Alliance Data's
marketing and database capabilities, the new credit card
programs are expected to drive increased purchasing frequency,
incremental sales and customer loyalty across all sales
channels. Alliance Data's WFNNB will apply credit standards and
underwriting policies that are consistent with its other retail
client credit card programs for The Spiegel Group's new
programs.

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

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


SPORTS CLUB: Kayne Anderson Capital Discloses 7.3% Equity Stake
---------------------------------------------------------------
Kayne Anderson Capital Advisors, L.P., California limited
partnership, is an investment adviser registered with the
Securities and Exchange Commission under the Investment Advisers
Act of 1940. It serves as sole general partner of and investment
adviser to various investment funds, including Arbco Associates,
L.P.; Kayne, Anderson Non-Traditional Investments, L.P.; Kayne
Anderson Diversified Capital Partners, L.P.; Kayne Anderson
Capital Partners, L.P.; and Kayne Anderson Capital Income
Partners (QP), L.P., each of which is a California limited
partnership. Kayne Anderson Investment Management, Inc., a
Nevada corporation, is the sole general partner of KACALP. KAIM
is owned by KA Holdings, Inc., a California corporation, the
shareholders of which are Richard A. Kayne and John E. Anderson.

Mr. Kayne, a U.S. citizen, is President, Chief Executive Officer
and Director of KAIM.  He also serves as Co-Management Chair and
Chief Executive Officer of Kayne Anderson Rudnick Investment
Management, LLC, a California limited liability company, and
President and Director of KA Associates, Inc., a Nevada
corporation. KARIM is a registered investment adviser. KAA is a
registered broker/dealer.

KACALP and Richard A. Kayne report beneficial ownership of
3,751,961 and 4,085,295 shares, respectively, of the common
stock of The Sports Club Company, Inc., representing 7.3% and
8.0% of the shares outstanding. These amounts include 3,291,667
shares of common stock which may be acquired upon conversion of
Series B Convertible Preferred Stock. Earlier, due to a
mathematical error, the number of shares acquirable upon
conversion of Series B Convertible Preferred Stock was
erroneously reported to the SEC as 32,916,667.

KACALP has shared voting and dispositve power (with Richard A.
Kayne) over 3,751,961 shares. Richard A. Kayne has sole voting
and dispositive power over 333,333 shares and shared voting and
dispositive power (with KACALP) over 3,751,961 shares.

The shares over which Mr. Kayne has sole voting and dispositive
power are held by him directly or by accounts for which he
serves as trustee or custodian. The shares over which Mr. Kayne
and KACALP have shared voting and dispositive power are held by
accounts for which KACALP serves as investment adviser and, in
most cases, as general partner.

KACALP disclaims beneficial ownership of the shares reported,
except those shares attributable to it by virtue of its general
partner interests in certain limited partnerships holding such
shares. Mr. Kayne disclaims beneficial ownership of the shares
reported, except those shares held by him or attributable to him
by virtue of his limited and general partner interests in such
limited partnerships and by virtue of his indirect interest in
the interest of KACALP in such limited partnerships.

On March 31, 2003, KACALP, on behalf of its affiliated accounts,
executed a term sheet with Palisade Concentrated Equity
Partnership, L.P., Rex Licklider, David Michael Talla and each
of Millenium Partners LLC, Millenium Entertainment Partners L.P,
MDP Ventures I LLC, MDP Ventures II LLC and Millenium
Development Partners L.P. KACALP and the other parties above are
referred to herein collectively as the "Term Sheet Parties".  
Licklider, Talla and the Millenium Parties are significant
beneficial owners of The Sports Club's common stock.  The Term
Sheet sets forth a non-binding preliminary plan for the Term
Sheet Parties to consummate a "going private transaction"
whereby Palisade, certain of the Millenium Parties and Licklider
would fund the acquisition of all of The Sports Club's
outstanding common stock, other than shares of common stock held
by the Term Sheet Parties and certain other specified
stockholders. The Term Sheet provides that the "going private
transaction" would be effectuated by means of a merger of a
company formed by Palisade with and into The Sports Club, with
The Sports Club being the surviving entity in the Merger.
Concurrent with the Merger, (i) the Millenium Parties,
Licklider, Talla and the Surviving Stockholders, if any, would
exchange all of their shares of The Sports Club's common stock
for shares of the Surviving Entity's common stock, and (ii)
KACALP, MDP Ventures II LLC, Licklider and Talla will exchange
all of their shares of The Sports Club's Series B preferred
stock and Series C Preferred Stock for preferred stock of the
Surviving Entity with the rights and privileges specified in the
Term Sheet. Upon the Merger, the Term Sheet Parties and the
Surviving Stockholders, if any, would beneficially own all of
the outstanding shares of common stock of the Surviving Entity,
and The Sports Club's common stock would cease to be authorized
to be quoted and traded on the American Stock Exchange. The Term
Sheet also sets forth certain rights and obligations of the Term
Sheet Parties with respect to the Surviving Entity following the
Merger. Most of the Term Sheet's provisions are non-binding,
however, the Term Sheet Parties have agreed to certain binding
provisions, including with respect to exclusivity,
confidentiality and expense reimbursement. The transactions
contemplated by the Term Sheet are subject to the satisfaction
of a number of significant conditions precedent as set forth in
the Term Sheet. None of the provisions of the Term Sheet is
binding on The Sports Club, which previously formed a Special
Committee of its Board of Directors to address any proposal to
engage in a "going private transaction" by, among other actions,
exploring alternatives to any such proposed transaction. As a
result of executing the Term Sheet, the parties KACALP and Mr.
Kayne may be deemed to have formed a "group" with the other
parties to the Term Sheet for purposes of Section 13(d) of the
Act and the rules promulgated thereunder. Accordingly, KACALP
and Mr. Kayne may be deemed to be the beneficial owners of the
shares of The Sports Club's common stock beneficially owned by
such other parties as reported to the SEC, respectively. KACALP
and Mr. Kayne expressly disclaim beneficial ownership of The
Sports Club's common stock beneficially owned by such other
parties. Additionally, KACALP and Mr. Kayne expressly disclaim
any assertion or presumption that they and the other parties
constitute "group".

                       *     *     *

As previously reported in Troubled Company Reporter, the
amendment to Loan Agreement with Comerica Bank was made as a
result of the Company's non-compliance with two of the financial
covenants for the June 30, 2002, reporting quarter. The Bank had
previously waived the Company's compliance with such covenants
for that quarter.

The Sports Club Company operates four sports and fitness clubs
(the Clubs) under The Sports Club/LA name in Los Angeles,
Washington D.C. and at Rockefeller Center and the Upper East
Side in New York City. The Company also operates the Sports
Club/Irvine, The Sports Club/Las Vegas and Reebok Sports
Club/NY. SCC's Clubs offer a wide range of fitness and
recreation options and amenities, and are marketed to affluent,
health-conscious individuals who desire a service-oriented club.
The Company's subsidiary, The SportsMed Company, operates
physical therapy facilities in some Clubs.

At December 31, 2003, the Company's balance sheet shows a
working capital deficit of about $22 million, while total
shareholders' equity continued to dwindle to about $33 million.


SUCCESSORIES: Likely Liquidity Issues Raise Going Concern Doubt
---------------------------------------------------------------
On May 2, 2003, Successories (OTCBB:SCES) filed its Annual
Report on Form 10-K for the fiscal year ended February 1, 2003.
The Company reported a net loss of $5,103,000. In fiscal 2001,
the Company reported a net loss of $10,804,000. Of the
$5,103,000 net loss in fiscal 2002, $2,826,000 was from
discontinued operations. The Company closed all of its 100%
owned retail stores in fiscal 2002.

With respect to the previously announced merger between the
Company and S.I. Acquisition LLC, preliminary proxy materials
were filed with the Securities and Exchange Commission on March
7, 2003. The Company is in the process of responding to comments
from the SEC and anticipates filing and mailing definitive proxy
materials to shareholders in the second fiscal quarter of 2003.

As of February 1, 2003, the Company was in compliance with all
the debt covenant requirements of its credit facility agreement.
The Provident Bank extended the term of the credit facility to
June 30, 2003. The bank has not given indication that they
intend to renew the credit facility agreement. The Company
continues discussions with various financing sources for funding
alternatives to its current credit facility, and to date has not
been able to secure alternate financing. The Company is
currently in discussions with two banks to obtain a credit
facility in the event the pending merger transaction with S.I.
Acquisition LLC closes. In each case, the banks are requiring a
personal guarantee or pledge of assets from the Company's
Chairman of the Board, Jack Miller. In the event the merger
transaction does not close and the Company is unable to secure
additional bank borrowings or alternative sources of capital,
the Company will have liquidity issues and as such, the
Company's auditors have raised substantial doubt about the
Company's ability to continue to operate as a going concern. In
such event, the Company may consider filing for protection under
the United States bankruptcy laws.

Successories, Inc. designs, manufactures, and markets a diverse
range of motivational and self-improvement products, many of
which are the Company's own proprietary designs, for business
and for personal motivation. The Company's products are sold via
the millions of catalogs it mails each year and through a
network of over 21 franchise and 2 joint venture store
operations. Additionally, the Company's products may be
purchased online via its Web site at http://www.successories.com


SUMMIT CBO I: S&P Places Low-B and Junk Ratings on Watch Neg.
-------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB-' rating on
the class A notes and 'CCC-' rating on the class B notes issued
by Summit CBO I Ltd., an arbitrage high-yield CBO transaction,
on CreditWatch with negative implications. The ratings on the
class A and B notes were previously lowered on May 31, 2002.

The CreditWatch placements reflect factors that have negatively
affected the credit enhancement available to support the class A
and B notes since the previous rating action. These factors
include par erosion of the collateral pool securing the rated
notes and continued deterioration in the credit quality of the
performing assets within the pool.

Standard & Poor's notes that $56.70 million (or approximately
25.69%) of the assets currently in the collateral pool are
defaulted, $6.21 million of which has defaulted since the
previous rating action. As per the March 31, 2003 trustee report
the class A/B overcollateralization ratio test continues
failing, with a current ratio of 91.1% versus the minimum
required ratio of 120.0% and an effective date ratio of
approximately 129.4%.

The credit quality of the collateral pool has also deteriorated
since the previous rating action. Currently, of the performing
assets in the pool, $22.50 million (or approximately 13.72%)
come from obligors with ratings in the 'CCC' range, and $10.45
million come from obligors with ratings of CC (or approximately
6.37%).

Standard & Poor's will remain in contact with Summit Investment
Partners LLC, the collateral manager for this transaction, and
will be reviewing the results of the current cash flow runs
generated for Summit CBO I 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. The results
of these cash flow runs will be compared with the projected
default performance of the performing assets in the collateral
pool to determine whether the ratings assigned to the notes
remain consistent with the credit enhancement available.
   
             RATINGS PLACED ON CREDITWATCH NEGATIVE
   
                        Summit CBO I Ltd.
   
                      Rating
        Class   To               From     Balance (mil. $)
        A       BB-/Watch Neg    BB-              160.495
        B       CCC-/Watch Neg   CCC-              37.000


SUN POWER: Names J. Roland Vetter as New CFO & Acting President
---------------------------------------------------------------
Sun Power Corporation (OTCBB:SNPW) and (Berlin Stock
Exchange:SJP) announce the appointment of Mr. J. Roland Vetter,
CA, to the position Chief Financial Officer and acting
President.  Mr. Vetter replaces Andrew Schwab who held positions
as President, Secretary and Treasurer during the corporation's
formation and who will remain as Secretary. Mrs. Carol O'Shea,
the corporations accounting technician for the last two years,
has consented to the office of Treasurer.

Mr. Roland Vetter, CA was the former Group Financial Services
Director for the Zimco Group, part of the New Mining Business
Division of Anglo American Corporation (South Africa's largest
conglomerate) and a former Chairman of the Anglo American Audit
Liaison Committee. Zimco comprised twelve distinct operations
involved in mining and manufacturing. He is an executive with
significant experience in growing start-up companies in mining,
manufacturing and technology. He has diverse financial and
operational ability at the executive level, including experience
in completing due diligence, business plans, with hands on
expertise of then assimilating operations and implementing
projects, mergers, acquisitions and disposals. He has also been
accountable for risk management, internal controls, corporate-
governance, optimizing funding structures and corporate tax
planning.

Mr. Vetter, a Member of both the Canadian and South African
Institute of Chartered Accountants, attended the University of
the Witwatersrand in South Africa, where he obtained his
Bachelor of Commerce and Bachelor of Accounting degrees.

The Corporation recently announced that it had initiated a
restructuring program involving a change of business, namely to
seek out and acquire revenue producing mining assets through the
use of project financing. By mitigating raw material supply
risk, process risk and market risk, the Corporation believes
that it can fund the acquisition of targeted mining properties
without reliance upon a corporate equity issue. To qualify as a
targeted acquisition, a mining property must demonstrate: a
minimum of three years historic operations with positive cash
flow; low cost production as a defense against lows in the
market cycles; potential for expandable mineral reserves and the
ability to increase production and cash flow through modern
mining techniques. The Corporation is currently exploring the
acquisition of certain mineral resource properties that fit its
new focus.

Although Sun Power believes that the plans, expectations and
intentions contained in this press release are reasonable, there
can be no assurance that such, plans, expectations or intentions
will prove to be accurate. Readers should refer to the risk
disclosures outlined in the Corporation's annual report filed on
April 30, 2003 on Form 10 KSB for the year ending December 31,
2002 and the Corporation's other periodic reports filed from
time-to-time with the Securities and Exchange Commission.

Sun Power Corp.'s December 31, 2002 balance sheet shows a
working capital deficit of about $400,000 and a total
shareholders' equity deficit of about $2 million.


TITAN CORP: S&P Assigns Low-B Level Ratings to Bank Loan & Notes
----------------------------------------------------------------  
Standard & Poor's Ratings Services assigned its 'BB-' rating to
Titan Corp.'s $50 million senior secured bank loan due 2009 and
'B' rating to the $200 million senior subordinated notes due
2011. At the same time, Standard & Poor's affirmed its 'BB-'
corporate credit and senior secured debt ratings on the company.
The proceeds from the notes together will be used to redeem
Titan's $250 million 5-3/4% "High Tides" convertible preferred
securities. The outlook is stable.

Titan, based in San Diego, California, develops and deploys
communication and information technology solutions and services
primarily for government customers. Pro forma total debt,
including operating leases, exceeds $700 million.

Titan's focus is primarily on national security solutions, with
2002 revenues of about $1.4 billion. Two-thirds of revenues
derived from services, the other one-third comprised of systems
integration and delivery of systems and products. Near-term
revenue growth in the National Security business is expected to
be in the low teens area, with EBITDA margins in the 8% area.

"Titan's stable cash flow base limits downside credit risk,"
said Standard & Poor's credit analyst Philip Schrank.
"Management is expected to structure and pace acquisitions to
support current credit quality and reduce debt over time from
free cash flow generation."

Standard & Poor's expects Titan to generate moderate levels of
free cash flow, which coupled with the proceeds of any asset
sales from discontinued operations, is expected to be used
primarily to reduce debt levels.


TRAILMOBILE TRAILER: Court Confirms Liquidating Chapter 11 Plan
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
approved Trailmobile Trailer LLC's disclosure statement and
confirmed the Debtor's Joint Liquidating Chapter 11 Plan with
the Official Committee of Unsecured Creditors.  The Debtor's
Disclosure Statement explaining its Plan of Reorganization is
available for a fee at:

  http://www.researcharchives.com/bin/download?id=030504221956

The Court has determined that the Debtor's Joint Liquidating
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 is a liquidating plan, no insider will be
          employed or retained by a reorganized debtor;
      (6) no rate changes are all provided for in the Plan that
          would require governmental regulatory commission
          approval;
      (7) creditors receive more under the plan than they would
          in a chapter 7 liquidation;
      (8) all impaired creditors have voted to accept the Plan,
          or, if they voted to reject, then the plan complies
          with the absolute priority rule;
      (9) the Plan provides for full payment of Priority Claims;
     (10) at least one non-insider impaired class voted to
          accept the Plan;
     (11) the Plan is feasible and confirmation is unlikely to
          be followed by a liquidation or need for further
          financial reorganization;
     (12) all amounts owed to the Clerk and the U.S. Trustee
          will be paid; and
     (13) the Plan provides for the continuation of all retiree
          benefits in compliance with 11 U.S.C. Sec. 1114.

On the Effective Date, all property of the Debtor's estate will
be vested in and will be transferred to the Liquidating Trust.
The Court approved the appointment of Nancy Ross as the Trustee
under the Liquidating Trust.

Any executory contracts or unexpired leases, which have not
expired by their own terms shall be deemed rejected by the
Debtor on the Effective Date.  

Trailmobile Trailer, a leading manufacturer of dry vans,
refrigerated vans, and platform trailers, filed for chapter 11
protection on December 12, 2001 (Bankr. N.D. Ill. Case No. 01-
43820). John W. Costello, Esq., at Wildman, Harrold, Allen &
Dixon 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.


TRANSTECHNOLOGY: Narrows Net Capital Deficit to $6MM at March 31
----------------------------------------------------------------
TransTechnology Corporation (NYSE:TT) reported that sales from
continuing operations for the fiscal year ended March 31, 2003,
increased 15% to $55.0 million from $47.8 million in the prior
fiscal year.

Exclusive of non-recurring or unusual charges and gains
associated with derivatives, income from continuing operations
before interest and taxes increased 84% to $8.0 million from
$4.3 million in the prior year. The reported loss for fiscal
2003 from continuing operations was $3.9 million, or $0.61 per
share inclusive of $8.3 million of non-recurring or unusual
charges and a $2.0 million, non-cash gain from financial
derivatives associated with a change in the value of warrants to
purchase the company's stock during the year. This compared with
a reported loss from continuing operations of $2.2 million, or
$0.36 per share, for fiscal 2002 that included $3.0 million in
non-recurring or unusual pre-tax charges associated with
forbearance fees, the corporate office restructuring and a gain
on the sale of real estate.

Reported net income for fiscal 2003, including a gain from
discontinued operations of $13.1 million, or $2.08 per share,
was $9.2 million, or $1.47 per share. For the prior fiscal year,
the company reported a net loss of $71.8 million, or $11.61 per
share, including a loss from discontinued operations of $69.6
million, or $11.25 per share.

Non-recurring and unusual items included in the full-year
results for fiscal 2003 were comprised of: $2.7 million in
charges associated with the reorganization of the corporate
office staff; $3.7 million in prepayment penalties and the
write-off of previously capitalized fees related to the early
payment of subordinated debt; $0.8 million of forbearance fees
paid to the company's former senior lenders; $0.7 million of
costs associated with the company's efforts to restructure its
balance sheet; and $0.4 million associated with a product
liability claim from a business sold several years ago. The
latter two items are included in fiscal 2003's corporate office
expenses.

Income from continuing operations before interest, taxes,
depreciation and amortization (EBITDA) rose 42% to $9.4 million
from last year's $6.7 million. Interest expense allocated to
continuing operations, the largest non-operating use of cash,
increased to $9.2 million in fiscal 2003 from $4.9 million in
fiscal 2002. Total interest expense, including that portion
allocated to discontinued operations, decreased from $25.1
million in fiscal 2002 to $15.4 million in fiscal 2003.

Fiscal fourth-quarter 2003 revenues of $13.7 million were up
11.6% from $12.3 million in the fourth quarter a year ago.
Income from continuing operations, before interest and taxes and
non-recurring or unusual charges and gains associated with
derivatives, decreased 61% to $0.8 million for the quarter from
$2.2 million in the prior-year period. The decline was
attributable to the inclusion of $1.4 million of gross profit
from inventory adjustments in the fourth quarter of fiscal 2002
and the recognition of $1.1 million of non-recurring costs
included in corporate office expense in the recently completed
fourth quarter. Excluding the impact of these unusual items in
both periods, fourth-quarter 2003 income from continuing
operations before interest and taxes was level with last year's
fourth quarter. The loss from continuing operations for the
fourth quarter of fiscal 2003 was $3.5 million, primarily the
result of the non-recurring or unusual charges discussed above,
compared to income from continuing operations of $1.7 million in
the prior year's fourth quarter. Interest expense allocated to
continuing operations in the fourth quarter of fiscal 2003 rose
to $2.6 million from $0.7 million in last year's fourth quarter,
even though total interest expense paid in the quarter declined
to $3.7 million from $4.3 million in the prior year. Net income
for fiscal 2003's fourth quarter was $18.0 million or $2.71 per
share, including a gain from discontinued operations of $21.4
million, primarily from the sale of Norco. Last year's fourth
quarter net loss of $11.8 million included a loss from
discontinued operations of $13.4 million which was the result of
losses realized or anticipated on business units being sold
through the divestiture program.

Income from discontinued operations in fiscal 2003 of $13.1
million included operating income from discontinued businesses
of $7.0 million and a $28.5 million gain from the sale of the
company's Norco subsidiary. These gains were partially offset by
an allocated interest expense of $6.3 million; a $1.4 million
non-cash charge to recognize increased loss reserves associated
with units previously divested; a $4.6 million non-cash
adjustment to the Cumulative Translation Adjustment account
associated with foreign currency translation losses of formerly
owned subsidiaries (previously accounted for as a reduction to
equity); and a tax expense of $3.1 million. The $69.6 million
loss from discontinued operations reported for fiscal 2002
included losses anticipated upon the sale of the various
retaining rings businesses (the last of which were sold in the
second quarter of fiscal 2003), and the operating income and
interest expense associated with the industrial products segment
through the anticipated closing dates of the divestitures of
those units, and the accrual of certain phase-out costs through
the completion of the restructuring process.

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

               Divestiture Program Completed

The sale of substantially all of the assets and business of the
Norco Inc. subsidiary on February 24, 2003, for $52 million
completed the divestiture program. Proceeds from the sale were
used to retire all of the debt outstanding under the company's
senior credit lines and to substantially reduce its outstanding
subordinated debt. As a result of the divestiture program, total
debt as of March 31, 2003 was $53.5 million, less than half of
the $107.6 million outstanding at the start of the fiscal year
while the cash position had increased to $7.0 million from less
than $0.1 million twelve months earlier.

          Aftermarket and New Products Drive Growth
                  in Continuing Operations

A favorable mix of repair and overhaul business to new equipment
deliveries and shipments of the HLU-196 Munitions Hoist to the
U.S. Navy resulted in strong sales growth for the fiscal year.
Almost 95% of the company's sales in fiscal 2003 were to the
U.S. or foreign military or government agencies on a sole-source
basis. New orders received during the fourth quarter were $17.1
million, resulting in full fiscal year bookings of $67.3 million
compared with $52.4 million in the prior fiscal year and $9.1
million in last year's fourth quarter. The company's book-to-
bill ratio for the fourth quarter was 1.25, compared with just
0.74 in last year's fourth quarter, while full-year book-to-bill
improved to 1.22 for fiscal 2003 from 1.10 in fiscal 2002. The
company's backlog increased by 8% or $3.4 million during the
final three months of fiscal 2003 to $46.2 million, 37% or $12.4
million above the $33.8 million of a year earlier.

Robert L. G. White, Chief Executive Officer of the company,
said, "Refocusing our resources solely upon our Breeze-Eastern
division has provided strong operating results. Fiscal 2003
yielded our fourth consecutive year of growth in revenues and
operating income at the business unit level and generally gave
us a year that exceeded our expectations A stronger than
forecast aftermarket sales component combined with our
anticipated strong sales of the new HLU-196 Bomb Hoist and other
new equipment combined to give us a gross margin far greater
than originally budgeted. The record volume of new orders
received is the result of our focus on the development of new
products and innovative enhancements to existing ones coupled
with an absolute commitment to superior customer service. This
strength in new orders allows us to enter fiscal 2004 with an
all-time high backlog, a strong indicator of our outlook for the
future."

Mr. White continued, "Fourth-quarter results continued to
reflect the success of efforts to reduce our selling, general
and administrative expenses, especially at the corporate office
level. Corporate office expenses for the final three months of
the fiscal year, adjusted to exclude the previously noted costs
of a product liability claim for a business disposed of several
years ago and the costs of our restructuring, were less than
$1.0 million, right on plan. As the final changes in our
corporate office staffing are realized in fiscal 2004, we expect
to achieve a corporate office expense level of $0.7 million per
quarter, or approximately $3.0 million per year."

Joseph F. Spanier, Vice President and Chief Financial Officer,
said, "Our divestiture program has succeeded in substantially
de-leveraging our company. At March 31, 2003, we had no
outstanding senior debt, held approximately $7.0 million in
cash, and had subordinated debt of $53.3 million outstanding.
Our total leverage at the end of the year, net of cash, was
approximately 4.9 times EBITDA, compared to our peak leverage
ratio which approached 7 times EBITDA earlier in our
restructuring efforts.

"Under the required accounting treatment with regard to the
financial derivatives associated with the outstanding warrants
held by our subordinated debt holders and a related put, we
recognized $2.0 million of non-cash non-taxable income during
the fourth quarter and full fiscal year of 2003. The provisions
of the amended warrants that provide their holders the ability
to 'put' the warrants to the company for $5 per share will
expire during the first quarter of fiscal 2004 ending June 30,
2003. Therefore, we do not anticipate that any further gains or
losses will be recognized as a result of this derivative."

Mr. Spanier continued, "The maximum cash exposure of the company
related to these warrants and their put rights, if any, is $2.1
million. The interest rate on our subordinated debt increased to
18.25% effective March 31, 2003, with cash interest remaining at
13% and the payment in kind (PIK) rate going to 5.25% from 5%.
Until the subordinated debt is repaid in full, the PIK rate will
increase 0.25% at the end of each quarter.

"Our primary financial focus in the new fiscal year will be to
reduce the impact of the high interest rates we are paying. At
the rates required under our existing subordinated debt, which
will average 18.5% for fiscal 2004, we will incur approximately
$10 million in interest expense during fiscal 2004. We are
continuing to work with a new group of prospective lenders and
our advisors in order to restructure our balance sheet in a way
that will enhance our earnings and free cash flow per share and
significantly improve the strength of our balance sheet. With
the strong operational targets established by our management
team, we are confident we will be successful," Mr. Spanier
concluded.

                    Fiscal 2004 Targets

Mr. White stated, "Now that we have completed the restructuring
of our operations and our divestiture program, we can address
the future of our company in a more focused fashion. Our vision
for the future is that TransTechnology will be recognized as the
pre-eminent designer, manufacturer and service provider of
sophisticated lifting equipment for the Aerospace and Defense
markets. Our business model is to command market leadership
through design, engineering and superior customer service; to
maintain operating agility with a focus on cash generation; and
to keep our high-quality people challenged as to personal growth
and sustained performance. We will measure our success by our
ability to achieve our goal, to double sales and EBITDA over the
next five years, initially through organic growth, and, in later
years, including acquisitions of niche products and
technologies."

Mr. White continued, "We are entering the new fiscal year with a
record backlog and a number of new programs in negotiation. As a
result, we have established a sales target of $64 million for
fiscal 2004, a 16% increase from fiscal 2003. Although we expect
aftermarket sales to be at the same level as 2003, because we
will be shipping a significantly higher amount of new equipment
we anticipate a shift in our more profitable aftermarket sales
from 53% of total revenues in fiscal 2003 to 43% in fiscal 2004.
As a result, we expect to see our gross margin decline from the
44% level of the past two fiscal years to 38% in fiscal 2004.
While the shift in mix will have a negative impact on the gross
margin in the short term, the shipment of substantial amounts of
new product into the market lays the foundation for increased
aftermarket sales in the future. The decline in our gross
margin, however, should be more than offset by a significant
reduction in corporate office expenses, yielding targeted fiscal
2004 operating income of $11 million, a 57% increase from fiscal
2003. Since we have a $52 million net operating loss carry-
forward, we will not be required to pay federal income taxes on
any fiscal 2004 profits, but we will recognize, for EPS
purposes, a full federal and state income tax burden of 38%. Our
fiscal 2004 capital spending program, budgeted at $1.3 million,
is higher than in past years as we expect to implement a new ERP
system during fiscal 2004 and 2005. Although depreciation and
amortization of $1.9 million for fiscal 2004 are expected to be
significantly less than in 2003, targeted EBITDA for fiscal 2004
is approximately $13 million, a 38% increase when compared with
fiscal 2003's reported $9.4 million."

Mr. White continued, "As Mr. Spanier noted previously, our
current credit agreements would require fiscal 2004 interest
expense of approximately $10 million, or $0.98 per share. As a
result of our focus on reducing the impact of this high-interest
burden in a way that would be highly additive to both earnings
and cash flow per share, we cannot at this time establish an EPS
target. As our refinancing efforts crystallize, we will be able
to offer more insight. All-in-all, however, we are looking
forward to a very good year in fiscal 2004, and we hope to
deliver a significant improvement in shareholder value as a
result."

Separately, the company reported that the New York Stock
Exchange (NYSE) has notified it that the company has fallen
below the NYSE continued listing standards requiring total
market capitalization of not less than $50 million over a 30-day
trading period and total stockholders' equity of not less than
$50 million. The company will be submitting to the NYSE a plan
to comply with the listing standards. If the NYSE accepts the
plan, the company will be subject to quarterly monitoring for
compliance with the plan goals and targets. If the NYSE does not
accept the plan, the company will be subject to delisting from
the NYSE. In the event of delisting from the NYSE, the Company
believes an alternate trading venue would be available.

TransTechnology Corporation, operating as Breeze-Eastern, is the
world's leading designer and manufacturer of sophisticated
lifting devices for military and civilian aircraft, including
rescue hoist, cargo hooks, and weapons-lifting systems. The
company employs approximately 180 people at its facility in
Union, New Jersey.


VARI-L CO.: Shareholders Okay Asset Sale to Sirenza Microdevices
----------------------------------------------------------------
Vari-L Company, Inc. (OTC Bulletin Board: VARL), a leading
provider of advanced components for the wireless
telecommunications industry, has received shareholder approval
for the sale of substantially all of Vari-L's tangible and
intangible assets to a wholly owned subsidiary of Sirenza
Microdevices, Inc. (Nasdaq: SMDI) and the subsequent dissolution
of Vari-L.

Of the 3,793,526 votes cast at the Special Shareholder meeting,
over 97 percent were in favor of the asset sale and subsequent
dissolution. "We are pleased that the overwhelming majority of
our shareholders who chose to vote on the proposals recognized
the value of completing this transaction," said Chuck Bland, CEO
of Vari-L Company. The transaction was closed Monday.

On December 2, 2002, Vari-L announced a definitive agreement to
sell substantially all of its assets to Sirenza. The transaction
is subject to several closing conditions, including the approval
of Vari-L shareholders. The boards of both companies have
approved the transaction.

Sirenza Microdevices, Inc., an ISO 9001:2000-certified
manufacturer headquartered in Sunnyvale, California, with design
centers throughout the U.S., is a leading supplier of high-
performance RF components for the wireless and wireline
telecommunications markets. The company's product lines include
amplifiers, power amplifiers, discrete devices, RF signal
processing components, fiber optic components, and high-
performance multi-component modules (MCMs) for transmit and
receive applications. Product information may be found on
Sirenza's Web site at http://www.sirenza.com  

Headquartered in Denver, Vari-L designs, manufactures and
markets wireless communications components that generate or
process radio frequency (RF) and microwave frequency signals.
Vari-L's products are used in commercial infrastructure
equipment (including GSM/cellular/PCS base stations and
repeaters, fixed terminal point to point/multi-point,) consumer
subscriber products (advanced cellular/PCS/satellite handsets),
and military/aerospace platforms (satellite
communications/telemetry, missile guidance, electronic warfare,
electronic countermeasures, battlefield communications). Vari-L
serves a diverse customer base of the world's leading technology
companies, including Agilent Technologies, Ericsson, Harris,
Hughes Network Systems, Lockheed Martin, Lucent Technologies,
Microwave Data Systems, Marconi, Motorola, Netro, Nokia,
Raytheon, Textron, Siemens, and Solectron.


WHEREHOUSE ENTERTAINMENT: Court Fixes June 30 Claims Bar Date
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware fixes
June 30, 2003 as the General Claims Bar Date for all creditors
of Wherehouse Entertainment, Inc., to file their proofs of claim
or be forever barred from asserting that claim against the
Debtors' estates.

Four classes of claims are exempt from the General Claims Bar  
Date requirement:

     a) claims that has been properly filed a proof of claim;

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

     c) claims previously allowed by an order of this Court; and

     d) claims by any of the Debtors and their affiliated
        entities against one or more of the Debtors.

The Governmental Units' Bar Date is scheduled on July 20, 2003.

Additionally, any entity holding a Rejection Damages Claim
arising from the rejection of an executory contract or unexpired
lease is required to file a Rejection Damage Claim on the later
of:

     a) the General Bar Date, or

     b) 30 days after the date of the applicable Rejection
        Order.

Wherehouse Entertainment, Inc., sells prerecorded music,
videocassettes, DVDs, video games, personal electronics, blank
audio cassettes and videocassettes, and accessories. The Company
filed for chapter 11 protection on January 20, 2003, (Bankr.
Del. Case No. 03-10224). Mark D. Collins, Esq., and Paul Noble
Heath, Esq., at Richards Layton & Finger represent the Debtors
in their restructuring efforts.  When the Company filed for
protection from its creditors, it listed $227,957,000 in total
assets and $222,530,000 in total debts.


WORLDCOM INC: Asks Court to Clear MCI Noteholders Stipulation
-------------------------------------------------------------
Lori R. Fife, Esq., at Weil Gotshal & Manges LLP, in New York,
relates that on June 24, 1996, MCI Communications Corporation
issued $500,000,000 in principal amount 7-1/8% Debentures due
June 15, 2027 pursuant to that certain indenture, dated
February 17, 1995, as amended, between MCI and Citibank, N.A.,
as trustee.  Law Debenture Trust Company of New York is the
successor indenture trustee to Citibank, N.A.  The Notes provide
that they are subject to redemption on June 15, 2003 by holders
of Notes that have exercised the option to redeem by delivering,
no earlier than April 16, 2003 and no later than May 15, 2003,
the Notes to be redeemed and notice of the exercise of the
redemption option in accordance with applicable provisions of
the Notes.

Ms. Fife reports that recently, a dispute arose between MCI and
the unofficial committee formed by certain holders of the Notes
and other bonds and debentures issued by MCI, regarding the
applicability of the automatic stay to the redemption of the
Notes.  MCI believes that the exercise of the redemption option,
including the delivery of Redemption Notices, during the
pendency of MCI's Chapter 11 case would constitute a violation
of the automatic stay imposed by Section 362(a) of the
Bankruptcy Code. The MCI Noteholders Committee, which the
Debtors understand comprises holders of more than 50% of the
Notes, contends that these actions would not violate the
automatic stay, and if the automatic stay were implicated, the
implication would be technical and good cause would exist for
modification of the automatic stay to permit the exercise of the
redemption option.

MCI, the MCI Noteholders Committee, and the Trustee do agree,
however, that the issue of the applicability of the automatic
stay to the exercise of the redemption option and delivery of
Redemption Notices need not be adjudicated at this time.
Therefore, to postpone adjudication of the applicability of the
automatic stay, MCI, the MCI Noteholders Committee, and the
Trustee have agreed, subject to Bankruptcy Court approval, to
toll the Notice Period Commencement, the Notice Period Deadline,
and the Redemption Date.

In that regard, MCI, the MCI Noteholders Committee, and the
Trustee have entered into a Stipulation and Order, under which
the parties have greed to toll:

    A. the Notice Period Commencement to June 16, 2003;

    B. the Notice Period Deadline to July 15, 2003; and

    C. the Redemption Date to the earlier of August 15, 2003 and
       the date that is 10 days prior to the scheduled date of
       commencement of a hearing to consider confirmation of a
       plan of reorganization in the Debtors' cases that
       provides for reinstatement of the Notes. (Worldcom
       Bankruptcy News, Issue No. 26; Bankruptcy Creditors'
       Service, Inc., 609/392-0900)   


* Meetings, Conferences and Seminars
------------------------------------
May 8-10, 2003
   ALI-ABA
      Fundamentals of Bankruptcy Law
         Seattle
            Contact: 1-800-CLE-NEWS or http://www.ali-aba.org

May 14, 2003
   NEW YORK INSTITUTE OF CREDIT
      Factoring Panel Luncheon
         Contact: 212-629-8686; fax 212-629-7788;
            info@nyic.org

June 4, 2003
   NEW YORK INSTITUTE OF CREDIT
      24th Credit Smorgasbord
         Contact: 212-629-8686; fax 212-629-7788;
            info@nyic.org

June 19-20, 2003
   RENAISSANCE AMERICAN MANAGEMENT, INC. & BEARD GROUP
      Corporate Reorganizations: Successful Strategies for
        Restructuring Troubled Companies
           The Fairmont Hotel Chicago
              Contact: 1-800-726-2524 or fax 903-592-5168 or
                       ram@ballistic.com

June 26-29, 2003
   NORTON INSTITUTES ON BANKRUPTCY LAW
      Western Mountains, Advanced Bankruptcy Law
         Jackson Lake Lodge, Jackson Hole, Wyoming
            Contact: 1-770-535-7722
                     or http://www.nortoninstitutes.org

July 10-12, 2003
   ALI-ABA
      Partnerships, LLCs, and LLPs: Uniform Acts, Taxation,
         Drafting, Securities, and Bankruptcy
            Eldorado Hotel, Santa Fe, New Mexico
               Contact: 1-800-CLE-NEWS or http://www.ali-aba.org

December 3-7, 2003
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         La Quinta, La Quinta, California
            Contact: 1-703-739-0800 or http://www.abiworld.org

April 15-18, 2004
   AMERICAN BANKRUPTCY INSTITUTE
      Annual Spring Meeting
         J.W. Marriott, Washington, D.C.
            Contact: 1-703-739-0800 or http://www.abiworld.org

December 2-4, 2004
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Marriott's Camelback Inn, Scottsdale, AZ
            Contact: 1-703-739-0800 or http://www.abiworld.org

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday.  Submissions via
e-mail to conferences@bankrupt.com are encouraged.  

                          *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices
are obtained by TCR editors from a variety of outside sources
during the prior week we think are reliable.  Those sources may
not, however, be complete or accurate.  The Monday Bond Pricing
table is compiled on the Friday prior to publication.  Prices
reported are not intended to reflect actual trades.  Prices for
actual trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy
or sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies
with insolvent balance sheets whose shares trade higher than $3
per share in public markets.  At first glance, this list may
look like the definitive compilation of stocks that are ideal to
sell short.  Don't be fooled.  Assets, for example, reported at
historical cost net of depreciation may understate the true
value of a firm's assets.  A company may establish reserves on
its balance sheet for liabilities that may never materialize.  
The prices at which equity securities trade in public market are
determined by more than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged. Send announcements to
conferences@bankrupt.com.

Bond pricing, appearing in each Thursday's edition of the TCR,
is provided by DebtTraders in New York. DebtTraders is a
specialist in global high yield securities, providing clients
unparalleled services in the identification, assessment, and
sourcing of attractive high yield debt investments. For more
information on institutional services, contact Scott Johnson at
1-212-247-5300. To view our research and find out about private
client accounts, contact Peter Fitzpatrick at 1-212-247-3800.
Real-time pricing available at http://www.debttraders.com/

Each Friday's edition of the TCR includes a review about a book
of interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911. For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                          *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published by
Bankruptcy Creditors' Service, Inc., Trenton, NJ USA, and Beard
Group, Inc., Washington, DC USA. Yvonne L. Metzler, Bernadette
C. de Roda, Donnabel C. Salcedo, Ronald P. Villavelez and Peter
A. Chapman, Editors.

Copyright 2003.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without
prior written permission of the publishers.  Information
contained herein is obtained from sources believed to be
reliable, but is not guaranteed.

The TCR subscription rate is $675 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.

                *** End of Transmission ***