TCR_Public/030508.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

              Thursday, May 8, 2003, Vol. 7, No. 90

                          Headlines

ACTERNA CORP: Wants Nod to Obtain $30 Million of DIP Financing
AIR CANADA: Urging Court to Approve New CIBC Aerogold Agreement
AK STEEL: S&P Cuts Corp Rating to BB- Due to Rising Legacy Costs
ALAMO GROUP: Lenders Waive Technical Default Under Credit Pact
ALTERRA HEALTHCARE: Court Fixes July 10 General Claims Bar Date

ALTRIA GROUP: Fitch Downgrades Ratings with Negative Outlook
AMRESCO INC: Moody's Withdraws Junk Senior Debt Ratings
ANC RENTAL: Wants Approval to Issue Additional Medium-Term Notes
ARMSTRONG: AWI Files Third Amended Plan and Disclosure Statement
AT&T CANADA: Reports Q1 2003 Financial and Operating Results

AT&T CANADA: Selling Contour and Argos Telecom to YAK Comms.
AVADO BRANDS: Reports Full Compliance with All Debt Covenants
AVAYA INC: Prices $200 Million of 11-1/8% Senior Secured Notes
BASIS100 INC: Will Host Q1 2003 Earnings Conference Call Today
BAYOU STEEL: Continues Employing Ordinary Course Professionals

BERTHEL: Balance-Sheet Insolvency Raises Going Concern Doubt
BIO-RAD LAB: S&P Upgrades Low-B Ratings with Stable Outlook
BURLINGTON: Urges Court to Allow RLI Insurance Bonding Program
CALPINE CORP: Initiates 2003 Liquidity Enhancing Program
CELLULAR TECHNICAL: Fails to Meet Nasdaq Listing Requirements

CELLULAR TECHNICAL: Reports Weaker Operating Results for Q1 2003
CHAMPIONLYTE: Unit's New Sports Drink to be Shipped Next Week
CORNING: Launches Debt Reduction & Modified Dutch Auction Tender
COX COMMS: Commences Tender Offer for Prizes & Phones Securities
CRESCENT REAL: Achieves Q1 2003 Results Within Expected Range

CUMULUS MEDIA: First-Quarter 2003 Results Reflect Strong Growth
DAISYTEK INT'L: 400 Layoffs & Two Distribution Center Closings
DENNY'S CORP: Same-Store Sales & Guest Count Fall in April 2003
DIGITAL FUSION: Nasdaq to Delist Shares Effective Tomorrow
EATERIES INC: Red Ink Flows in First Quarter 2003

ENCOMPASS SERVICES: Court to Consider Plan on May 21, 2003
ENRON CORP: Woos Court to Clear Master Definitive Agreement
EVERGREEN INT'L: S&P Junks Rating Over Potential Debt Default
EXIDE TECH.: Sues Arthur Hawkins, et. al. to Recover Transfers
FLEETWOOD ENTERPRISES: Names Chris Braun as SVP for RV Group

FLEMING COS.: Court Approves $150MM DIP Financing on Final Basis
FLEMING COS.: Confirms Regular Quarterly Dividends Suspended
FLEMING COS.: Signing-Up Ernst & Young as Internal Auditor
FREESTAR: Files $54-Mill. Fraud Claim vs. vFinance & Affiliates
GLIMCHER REALTY: Consummates Sale of Former Kmart Anchor Store

GLOBAL CROSSING: Unveils Redesigned Two-Tier Agent Program
GMAC MORTGAGE: Fitch Takes Rating Action on 4 Securitizations
IMC GLOBAL: Schedules Annual Shareholders' Meeting for May 16
INSIGHT COMMS: March 31 Working Capital Deficit Tops $49 Million
INTERFACE: Ratings Slide to Low-B/Junk Levels with Neg. Outlook

KAISER ALUMINUM: Court Approves Goodmans LLP as Canadian Counsel
KLEINERT'S INC: Voluntary Chapter 11 Case Summary
KMART CORP: GE Group Serves as Lead Agent for $2B Exit Financing
KMART CORP: Edward S. Lampert Appointed Chairman of the Board
KMART CORP: Court OKs Sale of Store No. 3166 to Burlington Coat

LEAP WIRELESS: Wants Court Approval for Employee Retention Plan
LIN TV: Unit Selling 6.5% Senior Sub. Notes and 2.5% Debentures
LOUDEYE: Achieves Key Milestones in Restructuring Initiatives
MCDERMOTT INT'L: Reports Improved Results for First Quarter 2003
MTR GAMING: Q1 Results Show Margin Improvement over Dec. Quarter

MUZAK LLC: S&P Assigns BB- Ratings to Proposed $60MM Facility
NEXTEL PARTNERS: Selling $100 Million Convertible Senior Notes
NORTHWEST AIRLINES: Reports 13.1% Traffic Decrease in April 2003
OLYMPIC PIPE LINE: Taps Sidley Austin as FERC and WUTC Counsel
OWENS-BROCKWAY: Closes Sale of $450 Million Senior Secured Notes

PIONEER-STANDARD: KeyLink Forges Distribution Pact with Oracle
PPM AMERICA: Fitch Downgrades 2 Classes of Notes to BB/CCC-
PRIMEDIA INC: Commences Private Offering of $300MM Senior Notes
PRIMUS TELECOMMS: Board Okays Stockholders Rights Plan Amendment
REGUS: Committee Turns to Ernst & Young for Restructuring Advice

R.H. DONNELLEY: Appoints Jenny L. Apker as VP and Treasurer
ROYAL CARIBBEAN: S&P Rates Proposed $250MM Senior Notes at BB+
SALOMON BROTHERS: S&P Cuts Ratings on Ser. 2000-C3 Note Classes
SAMSONITE: S&P Changes Ratings Outlook After Refinancing Pact
SAMSONITE CORP: Delays Filing of Annual Report on Form 10-K

SAMSONITE CORP: Moody's Affirms Low-B and Junk Ratings
SAMSONITE: Inks 4th Amendment to Rights Pact with BankBoston
SERVICE MERCHANDISE: Challenging US Bank and Trust's $7MM+ Claim
SIERRA PACIFIC: S&P Raises Refunding Revenue Bonds Rating to BB
STARWOOD HOTELS: S&P Yanks Corporate Credit Rating to BB+

SYSTECH RETAIL: Wants Lease Decision Period Extended to July 14
TANGER FACTORY: First-Quarter Results Show Continued Improvement
TDC ENERGY LLC: Successfully Emerges from Bankruptcy Proceeding
TENFOLD CORP: Q1 Results Reflect Sequential-Quarter Improvement
TOUCHTUNES MUSIC: Ernst & Young Expresses Going Concern Doubt

TRICO MARINE: First Quarter 2003 Net Loss Widens to $13 Million
U.S. CELLULAR: March 31 Working Capital Deficit Stands at $540MM
U.S. STEEL: Fitch Ratchets Low-B Ratings Down One Notch
U.S. STEEL: Commences Sr. Debt Offering & Consent Solicitation
USG CORP: Futures Rep. Earns Nod to Continue CIBC's Engagement

WASTE CONNECTIONS: S&P Affirms BB Rating with Positive Outlook
WELLFLEET CAPITAL: Chapter 11 Case Summary & Largest Creditor
WHEREHOUSE ENTERTAINMENT: Has Until June 30 to Decide on Leases
WINSTAR COMMS: Court Approves Trustee's Settlement Pact with PwC
WORLDCOM: MCI Bondholders Seek Chapter 11 Trustee Appointment

* Dewey Ballantine Adds 3 Corporate Partners to New York Office
* Jefferies Hires Samuel Pearlstein as Senior Aerospace Analyst
* Sheppard Mullin Welcomes Three Experienced Litigators

* DebtTraders' Real-Time Bond Pricing

                          *********

ACTERNA CORP: Wants Nod to Obtain $30 Million of DIP Financing
--------------------------------------------------------------
In order to continue its restructuring efforts, Acterna Corp.
determined needs additional liquidity to fund projected post-
petition cash losses.  For the 30-day period following the
Petition Date, John D. Ratliff, Acterna's Corporate Vice
President and Chief Financial Officer, tells the Court, the
Company anticipates cash disbursements will exceed cash
receipts:

                     ACTERNA CORPORATION, et al.
             Projected Cash Receipts and Disbursements
                     For the Month of May 2003

       Projected Cash Receipts                $33,000,000
       Projected Cash Disbursements            36,500,000
                                              -----------
       Projected Net Cash Loss                 $3,500,000
                                              ===========

       Projected Unpaid Obligations           $17,000,000

       Projected Unpaid Receivables           $27,000,000

To bridge this cash gap, Acterna, together with its attorneys
and advisers, sought a proposal for postpetition financing from
JP Morgan Chase Bank, who serves as the agent to the Prepetition
Lenders.  JP Morgan and other lenders agreed to step-up to the
plate and advance postpetition DIP financing.  The DIP Lenders
submitted a formal proposal to the Debtors regarding
postpetition financing.  Acterna has concluded that the proposed
financing from the DIP Lenders presented the best and only
option available and would enable Acterna to continue to operate
is businesses and maintain its going concern value.

The terms and conditions of the proposed postpetition facility
are detailed in a Revolving Credit, Guaranty and Security
Agreement, dated as of May 6, 2003, among Acterna LLC, as
borrower, each of the other Debtors, as guarantors, JPMorgan
Chase Bank, as Administrative Agent, Documentation Agent and
Collateral Agent, J.P. Morgan Securities Inc., as Bookrunner and
Lead Arranger, General Electric Capital Corporation, as
Syndication Agent, and a consortium of lenders comprised of:

      Lender                             Commitment Percentage
      ------                             ---------- ----------
      JPMorgan Chase Bank
      270 Park Avenue
      New York, New York 10017
         Attention: Patrick Daniello
         Telephone: 212-270-0313
         Facsimile: 212-270-0453        $10,000,000  33.33334%

      General Electric Capital Corp.
      6 High Ridge Park, Building 6C
      Stamford, Connecticut 06927
         Attention: Brent Chase
         Telephone: 203-357-6176
         Facsimile: 203-316-7978        $10,000,000  33.33333%

      Silver Oak Capital, LLC
      c/o Angelo, Gordon & Co., L.P.
      245 Park Avenue, 26th Floor
      New York, New York 10167
         Attention: Todd Arden
         Telephone: 212-692-2052
         Facsimile: 212-867-1388         $8,800,000  29.3333%

      AG Capital Funding Partners, L.P.
      c/o Angelo, Gordon & Co., L.P.     $1,200,000   4.0000%
                                        ----------- ---------
           Total                        $30,000,000 100.0000%

Acterna asks the Court to approve the DIP Loan Agreement.

The DIP Loan Agreement provides for a $30,000,000 revolving
working capital facility, with a $10,000,000 sublimit for
letters of credit.  Prior to any asset sale, the commitment is
limited to an adjustable borrowing base of approximately
$15,000,000.

The DIP Facility expires on May 31, 2004.  The Debtors'
obligations are secured by a first priority priming lien on
substantially all of Acterna's assets.  The basket of collateral
does not include any of the Debtors' Avoidance Actions (for
recoveries on account of fraudulent conveyance claims or
preference payments) under chapter 5 of the Bankruptcy Code, but
DOES INCLUDE the proceeds on any recoveries.  These new liens
are subject only to a consensual $1.5 million carve-out for
payment of professional fees and fees payable to the U.S.
Trustee and Court Clerk, subject to a $150,000 cap for
professionals retained by any official committees and further
subject to a $50,000 cap for any trustee.  The DIP Financing
pact prohibits the Debtors from granting new liens -- including
junior liens.

Loans under the DIP Facility initially bear interest at LIBOR
(subject to a 2% floor) plus 4%, falling to LIBOR plus 2% after
the sale of either Itronix or da Vinci.  In the event of a
default, the interest rate increases by 2%.

Acterna will pay a variety of fees to the Post-Petition Lenders:

     * a $1,200,000 Structuring and Underwriting Fee;

     * an annual $150,000 Collateral Monitoring Fee;

     * a $500,000 Engagement Fee "for JPMorgan's agreement
       to consider arranging and providing a portion of the
       DIP Facility";

     * a $250,000 Due Diligence Fee;

     * 1.0% per year as a Commitment Fee on every dollar
       Acterna does not borrow from the DIP Lenders; and

     * customary letter of credit fees.

The Debtors promise to comply with two key financial covenants:

     (1) The Debtors will limit Capital Expenditures to:

                                                   Maximum
         Testing Period                             CapEx
         --------------                            -------
         May 1, 2003 - May 31, 2003                $850,000
         May 1, 2003 - June 30, 2003             $1,700,000
         May 1, 2003 - July 31, 2003             $2,300,000
         May 1, 2003 - August 31, 2003           $2,900,000
         May 1, 2003 - September 30, 2003        $3,500,000
         May 1, 2003 - October 31, 2003          $4,075,000
         May 1, 2003 - November 30, 2003         $4,650,000
         May 1, 2003 - December 31, 2003         $5,225,000
         May 1, 2003 - January 31, 2004          $5,625,000
         May 1, 2003 - February 29, 2004         $6,025,000
         May 1, 2003 - March 31, 2004            $6,425,000
         May 1, 2003 - April 30, 2004            $6,825,000
         May 1, 2003 - May 31, 2004              $7,225,000

     (2) The Debtors will not permit Consolidated EBITDA
         to fall below:
                                                  Minimum
                                               Consolidated
         Testing Period                           EBITDA
         --------------                        ------------
         May 1, 2003 - May 31, 2003             ($6,800,000)
         May 1, 2003 - June 30, 2003            ($6,575,000)
         May 1, 2003 - July 31, 2003            ($9,175,000)
         May 1, 2003 - August 31, 2003         ($11,450,000)
         May 1, 2003 - September 30, 2003       ($9,000,000)
         May 1, 2003 - October 31, 2003         ($6,350,000)
         May 1, 2003 - November 30, 2003        ($2,525,000)
         May 1, 2003 - December 31, 2003         $6,875,000
         May 1, 2003 - January 31, 2004          $9,150,000
         May 1, 2003 - February 29, 2004        $11,400,000
         May 1, 2003 - March 31, 2004           $20,025,000
         May 1, 2003 - April 30, 2004           $22,025,000
         May 1, 2003 - May 31, 2004             $24,025,000

Peter Pantaleo, Esq., at Simpson Thacher & Bartlett represents
the DIP Lenders in the Debtors' chapter 11 cases.

                   The Prepetition Credit Facility

Acterna LLC is the primary borrower under a Credit Agreement,
dated as of May 23, 2000, as amended, among Acterna LLC (f/k/a
Dynatech LLC), as borrower, various lenders party thereto,
JPMorgan Chase Bank (as successor to Morgan Guaranty Trust
Company of New York), as administrative agent, Credit Suisse
First Boston, as syndication agent and JPMorgan Chase Bank
(f/k/a The Chase Manhattan Bank) and Deutsche Bank Trust Company
Americas (f/k/a Bankers Trust Company), as co-documentation
agents.  Acterna Corporation, Acterna Business Trust, da Vinci
Systems, Inc., Itronix Corporation, and TTC Federal Systems,
Inc. guarantee Acterna LLC's obligations under the Prepetition
Credit Agreement

The Prepetition Credit Agreement consists of approximately
$585.0 million in U.S. term loans, a $175 million revolving
credit facility that includes $35 million for letters of credit
and a EUR100 million letter of credit that secures repayment of
a EUR108,375,000 German Term Loan provided to Acterna
International GmbH.

The obligations under the Prepetition Credit Agreement are
secured by liens on substantially all of the assets of Acterna
LLC and the Guarantors, including (i) cash, (ii) accounts and
accounts receivable, (iii) inventory, (iv) 100% of the
equity of Acterna LLC, Acterna Business Trust, da Vinci Systems,
Inc., Itronix Corporation, and TTC Federal Systems, Inc., (v)
65% of the equity of certain other subsidiaries of Acterna
Corporation, including Acterna World Holdings GmbH (Germany),
Acterna WG International Holdings LLC, TTC International
Holdings, Inc., and Applied Digital Access Canada Holding
Company, Inc. (Canada), (vi) chattel paper, (vii) contracts,
(viii) documents, (ix) equipment, (x), general intangibles, (xi)
instruments, (xii) intellectual property, (xiii) all books and
records pertaining to the forgoing, (xiv) the Collateral
Proceeds Account (as defined in the Prepetition Credit
Documents, and (xv) all proceeds and products of the foregoing.

As of the Petition Date, under the Prepetition Credit Facility,
Acterna LLC has loans outstanding of approximately $584.1
million and approximately $17.3 million in letters of credit
issued and outstanding, plus accrued, but unpaid, interest of
approximately $6.7 million. Due to the commencement of these
cases, it is anticipated that the German Term Loan lenders will
draw on the Prepetition Letter of Credit, thereby increasing
Acterna LLC's obligations under the Prepetition Credit Facility
by approximately EUR83 million.

              The Debtors' Need the DIP Financing

"The Debtors require working capital to continue their
operations," Paul M. Basta, Esq., at Weil, Gotshal & Manges LLP
tells the Court.  Acterna has experienced and continues to
experience financial difficulties due primarily to the dramatic
downturn in the communications industry and the decline in the
network expansion activity and capital spending generally by
Acterna's communication and networking customers. The economic
downturn has impaired Acterna's large communication and
networking customer base and has resulted in diminished product
demand, excess manufacturing capacity and erosion of average
selling prices. In response to the continuing decline in product
demand, commencing in 2001, Acterna has, among other things,
initiated aggressive cost reduction and head count reduction
programs aimed at aligning its ongoing operating costs with its
expected revenues and sought to divest unprofitable and/or non-
core business units and utilize net proceeds to pay down long-
term debt. Acterna anticipates that it will need to continue its
downsizing efforts through these chapter 11 cases and believes
that it requires additional incremental liquidity to effectuate
such cost-saving initiatives to shrink into a profitable stand-
alone enterprise.

Mr. Basta says that the uncertainty concerning the Debtors'
financial condition could greatly reduce their ability to
procure goods and services from vendors critical to the
successful operation of their business.  Furthermore, Mr. Basta
says, this financial uncertainty weighs heavily upon the
approximately 1,500 dedicated employees of the Debtors and the
approximately 1,350 dedicated employees of the Debtors'
affiliates throughout the world.

The Debtors' inability to obtain sufficient operating liquidity
to meet their postpetition obligations on a timely basis may
result in immediate and irreparable harm to their business and
their estates.  Accordingly, Mr. Basta argues, timely approval
of the DIP Financing Facility is imperative.

The Debtors ask Judge Lifland to approve the facility and permit
borrowing on an interim basis immediately as necessary to fund
projected losses.  The Debtors will then return to court in
about a month's time seeking final and permanent approval of the
DIP Facility and giving creditors time to study the DIP Loan
Documents, raise any objections and to allow the Court ample
time to consider any objections creditors may interpose.
(Acterna Bankruptcy News, Issue No. 1; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


AIR CANADA: Urging Court to Approve New CIBC Aerogold Agreement
---------------------------------------------------------------
For more than 10 years, Air Canada and Canadian Imperial Bank of
Commerce have enjoyed a mutually beneficial relationship
governed by a series of agreements and amendments providing for
the co-branding of financial products.  In essence, the parties'
existing credit card agreements permit CIBC to purchase Aeroplan
Program points to offer to its customers in connection with the
use of designated financial products that CIBC offers, the best
known of which is the Aerogold credit card.  The success of the
Existing Credit Card Agreements is reflected in the Aerogold
credit card's strong position among other Canadian premium
credit cards.  Aerogold cardholders receive one Aeroplan point
for each dollar spent using the Aerogold card.  Air Canada
issues Aeroplan points to CIBC's customers and receives payment
from CIBC on a price per point issued basis.  The wide use of
the Aerogold card and other financial products CIBC offers under
the Existing Agreements has resulted in very substantial on-
going revenues for Air Canada.

On October 18, 1999, CIBC and Air Canada amended the Existing
Credit Card Agreements to extend their term until December 31,
2009.  In consideration for the extension and Air Canada's
agreement to perform its obligations under the Existing
Agreements, CIBC paid Air Canada a $200,000,000 service fee at
that time.

         Air Canada Decides to End Existing Agreements

Aeroplan grew in size and reputation and Air Canada wanted to
negotiate an increase in the cash price Aeroplan charged for the
points purchased by its customers, including CIBC.  Aeroplan
also wanted to expand its reach to include retailers across
Canada that wished to participate in the widely known and
popular customer loyalty program.  However, the Existing
Agreements restricted Air Canada's ability to seek an increase
in the cash price CIBC paid for points.  Because of the
restrictive nature of the Existing Agreements' provisions,
Aeroplan was unable to expand meaningfully in the retail sector.

Immediately before the CCAA Petition Date, Air Canada proposed
to CIBC various amendments to the Existing Credit Card
Agreements. Air Canada entered into a letter of intent with Onex
Corporation under which Onex would acquire a 35% interest in
Aeroplan as a business separate from Air Canada.  As part of
that transaction, Onex requested changes to some provisions of
the Existing Credit Card Agreements, including changes that
would relax some of the exclusivity provisions in CIBC's favor.

Air Canada also requested certain changes under the Existing
Agreements that would facilitate a financing based on its rights
under the Agreements.  Air Canada also wanted to increase the
price CIBC was paying per Aeroplan point.

              Changes to CIBC Aerogold Agreement

After extensive negotiations, Air Canada and CIBC reached new
agreement terms on April 17, 2003.

Pursuant to the New Aerogold Agreement:

      (1) CIBC will make a $350,000,000 miles prepayment to Air
          Canada; and

      (2) CIBC will pay a higher price per Aeroplan Mile
          acquired.

Specifically, but without disclosing the per-mile rate,
retroactive to April 1, 2003, CIBC will pay 19% more for every
point it purchased from Air Canada, resulting in an immediate
cash benefit to Aeroplan and Air Canada.  CIBC is required to
pay for the points purchased on a monthly basis in arrears.  The
first scheduled payment is on May 30, 2003 with respect to the
points purchased in April 2003.  The new price CIBC will pay for
the points is either the same or within 2% of the current price
being paid by the next two largest Aeroplan customers.  Aeroplan
will also be allowed to offer points to retailers and in
connection with specified types of insurance products.

The New Agreement contemplates the transfer and assignment of
Air Canada's rights in the New Agreement to Aeroplan Limited
Partnership.  This flexibility increases Aeroplan LP's value as
a stand-alone entity and facilitates the realization of
additional value from its proposed sale of a partial interest.
Air Canada will still retain certain obligations, including, co-
marketing within its current marketing plans and providing
lounge access to qualified CIBC customers upon the assignment of
the New Agreement to Aeroplan LP.

The New Aerogold Agreement will govern the co-branding
arrangement between CIBC and Air Canada.  The term of the New
Contract is extended to 2013.

The parties will terminate the Existing Credit Card Agreements
and any resulting damages to CIBC will be treated as an
unsecured claim.  CIBC's unsecured claim will include the
unamortized balance of the Additional Service Fee CIBC paid.
Air Canada's management believes that the unamortized balance
owed to CIBC is $209,000,000.

               New Contract Filed Under Seal

Due to its confidential nature, the Applicants sought and
obtained Mr. Justice Farley's permission to file the New
Aerogold Agreement under seal.

                      Best Interest

Robert M. Patterson, Executive Vice-President and Chief
Financial Officer of Air Canada, tells Mr. Justice Farley that
the New Contract represents a significant improvement on the
Existing Agreements.  The New Aerogold Agreement will generate
substantial additional revenue for Air Canada while solidifying
and extending a strong business relationship with CIBC.

In a press release, Calin Rovinescu, Air Canada's Chief
Restructuring Officer, indicates that the New Aerogold Agreement
reaffirms the value of the longstanding relationship between Air
Canada and CIBC and the value of Aeroplan as one of North
America's leading loyalty programs.

"The new agreement will provide Air Canada with additional
liquidity during the next phase of our restructuring process and
enhance Aeroplan's revenue base for the next ten years.  The
agreement will also enable Aeroplan to further pursue its retail
strategy," Mr. Rovinescu says.

By this motion, the Applicants ask the Court to approve the New
Aerogold Agreement with CIBC. (Air Canada Bankruptcy News, Issue
No. 4; Bankruptcy Creditors' Service, Inc., 609/392-0900)


AK STEEL: S&P Cuts Corp Rating to BB- Due to Rising Legacy Costs
----------------------------------------------------------------
Standard & Poor's Ratings Services said that it has lowered its
corporate credit rating on integrated steel producer AK Steel
Corp. and its parent, AK Steel Holding Corp. to 'BB-' from 'BB'
and removed the ratings from CreditWatch with negative
implications based on concerns regarding its legacy (pension and
retiree medical benefits) costs.

Middleton, Ohio-based AK Steel has about $1.3 billion in total
debt. The current outlook is negative.

"The rating actions reflect AK's weakening financial profile
resulting from its substantial and growing legacy liabilities
and concerns about the company's competitive position versus its
main rivals who have shed significant legacy liabilities and
obtained union agreements that provide labor cost savings," said
Standard & Poor's credit analyst Paul Vastola.

Standard & Poor's said that its ratings on AK Steel reflect its
challenged business position as a mid-size, value-added,
integrated steelmaker, with high exposure to the automotive
market, and burdensome legacy costs. AK Steel competes in
cyclical, capital-intensive markets with a focus on the
manufacture of flat-rolled carbon, stainless, and electrical
steel. AK benefits from a higher value-added product mix than
many of its peers, and has only minimal exposure to commodity-
steel markets.


ALAMO GROUP: Lenders Waive Technical Default Under Credit Pact
--------------------------------------------------------------
Alamo Group Inc. (NYSE: ALG) reported results for the first
quarter ended March 31, 2003.

Net sales for the first quarter increased 4% to $67.4 million
compared to $64.8 million for the same period last year. Net
income for the quarter was $0.7 million, compared with $2.5
million in the prior year period. Net sales for the first
quarter of 2003 include the contributions of Valu-Bilt Tractor
Parts, acquired in April 2002 and Faucheux Industries SA,
acquired in November 2002. Excluding these sales, net sales for
the first quarter of 2003 would have been $62.1 million, or 4%
below the prior year, reflecting the continued weakness in the
Industrial and Agricultural segments, partially offset by
continued growth within the Company's European Division.

North American Agricultural Division sales decreased 9% to $26.4
million from $29.1 million for the first quarter of 2002. The
Division continues to be affected by poor market conditions such
as declining net farm incomes, and less than anticipated results
of the Farm Bill passed in 2002, which have resulted in
decreased demand.

North American Industrial Division sales of $25.8 million were
flat versus a year ago. Schwarze Industries street sweeper sales
were up 23% in the first quarter compared to last year,
reflecting sales increases of new products and expanded market
coverage in the United States, as well as growth in Australia.
Industrial mower sales in 2003 were 15% below the first quarter
of 2002 primarily due to state budget constraints and, to a
lesser extent, city and county budget issues.

Alamo's European Division sales for the quarter were up 49% to
$15.2 million from $10.2 million in the first quarter of 2002.
The acquisition of Faucheux accounted for approximately 30% of
the increase, with the balance from improved sales in the
Company's other European operations.

At March 31, 2003 the Company was in technical default with one
of its financial covenants under its $70 million Revolving
Credit Agreement. The Company's lenders have waived this default
until June 15, 2003, during which time the Company and its
lenders will work toward an amendment to the Revolving Credit
Agreement to revise the covenant to cure the default.

Ron Robinson, President and Chief Executive Officer of Alamo
Group, commented, "Our first quarter results are indicative of
the ongoing difficult conditions that are affecting the entire
marketplace. We continued to be hurt by weak U.S. agricultural
conditions and the slowdown in government spending in our
Industrial sector that began to effect us in the second quarter
of 2002. In the Industrial and Agricultural sectors where our
equipment sales have declined, results have been further
affected by increased levels of discounts and incentives and
lower manufacturing utilization rates. The gains we have made in
our European and sweeper operations, while encouraging, have not
been enough to offset these declines. We are responding to these
conditions by improving operational efficiencies and initiating
more aggressive marketing campaigns. Also, we continue to manage
our assets in a disciplined manner which has allowed us to
maintain a strong balance sheet. The uncertain market conditions
make it difficult to predict future results; however, with our
focus on cost control and marketing initiatives, we still
believe 2003 earnings will end up above 2002, and that we are
well positioned to benefit from any improvements in the market
as and when they occur."

Alamo Group is a leader in the design, manufacture, distribution
and service of high quality equipment for right-of-way
maintenance and agriculture. Our products include tractor-
mounted mowing and other vegetation maintenance equipment,
street sweepers, agricultural implements and related after
market parts and services. The Company, founded in 1969, has
over 1,600 employees and operates thirteen plants in North
America and Europe as of March 2003. The corporate offices of
Alamo Group Inc. are located in Seguin, Texas and the
headquarters for the Company's European operations are located
in Salford Priors, England. This release contains forward-
looking statements that are made pursuant to the safe harbor
provisions of the Private Securities Litigation Reform Act of
1995.


ALTERRA HEALTHCARE: Court Fixes July 10 General Claims Bar Date
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware fixes
July 10 as the Claims Bar Date -- the deadline by which all
creditors of Alterra Healthcare Corporation, who wish to assert
a claim against the Debtor's estate, must file their proofs of
claim or be forever barred from asserting that claim.

The Debtor will serve a Bar Date Notice no later than
May 11, 2003.

Exemptions from the General Bar Date are provided to:

     a) any entity that already has properly filed a proof of
        claim against the Debtor;

     b) any entity whose claim is not listed in the Schedules as
        disputed, contingent, or unliquidated;

     c) any entity whose claim against the Debtor previously has
        been allowed by, or paid pursuant to an order of the
        Court;

     d) any subsidiary or affiliate of the Debtor that holds
        claims against the Debtor; and

     e) any Interest Holder whose interest is based on the
        ownership of common or preferred stock in a corporation.

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.


ALTRIA GROUP: Fitch Downgrades Ratings with Negative Outlook
------------------------------------------------------------
Fitch Ratings has downgraded the ratings of Altria Group, Inc.
and its consolidated subsidiaries including Kraft Foods Inc.
Fitch has also downgraded R.J. Reynolds Tobacco Holdings, Inc.
(RJR) and the tobacco industry rating. Ratings on the tobacco
settlement securitizations are lowered one to two notches and
continue to reflect Fitch's overall assessment of the tobacco
industry.

The current rating actions with regard to Altria and the
industry assume Philip Morris USA's (PM USA) reduced $6.8
billion bond in the Price case will not be increased or
materially altered as a result of any challenge by the
plaintiffs. If the plaintiffs are successful with their
challenge to the bonding requirement, Fitch will review the
rating levels of Altria and its subsidiaries and the industry
for appropriateness.

A summary of Fitch's rating actions and current tobacco
industry-related ratings are as follows:

The following ratings have been downgraded and removed from
Rating Watch Negative. The Rating Outlook is Negative:

     Domestic tobacco industry
        --Rating to 'BBB-' from 'BBB+'.

     Altria Group, Inc.
        --Senior unsecured debt to 'BBB' from 'BBB+'.

     Philip Morris Capital Corp. (PMCC)
        --Senior unsecured debt to 'BBB' from 'BBB+'.

The following ratings have been affirmed and removed from Rating
Watch Negative. The Rating Outlook is Negative:

     Altria Group, Inc.
        --Commercial paper 'F2'.

     Philip Morris Capital Corp. (PMCC)
        --Commercial paper 'F2'.

     Altria Finance (Cayman Islands) Ltd.
        --Commercial paper 'F2'.

The following rating has been downgraded and removed from Rating
Watch Negative. The Rating Outlook is Stable:

     Kraft Foods Inc. (Kraft)
        --Senior unsecured debt to 'BBB' from 'BBB+'.

The following rating has been affirmed and removed from Rating
Watch Negative. The Rating Outlook is Stable:

     Kraft Foods Inc. (Kraft)
        --Commercial paper 'F2'.

The following ratings have been downgraded and remain on Rating
Watch Negative.

     R.J. Reynolds Tobacco Holdings, Inc. (RJR):
        --Guaranteed notes to 'BBB-' from 'BBB+';
        --Bank Credit facility to 'BBB-' from 'BBB+';
        --Senior unsecured debt to 'BB+' from 'BBB'.

The Rating Outlook is Negative for the following Ratings:

     Loews Corp.
        --Senior unsecured debt 'A';
        --Senior debt shelf 'A';
        --Subordinated exchange notes 'A-'.

     British American Tobacco Plc
        --Senior unsecured debt 'A';
        --Short-term 'F1'.

Fitch's downgrade of the tobacco industry reflects the financial
distress caused by heightened liquidity risk, as a result of the
Price decision, its associated bonding requirement and the
possibility of greater litigation risk going forward. The
accelerated decline in volumes, revenues and operating earnings
during the first quarter of 2003 also contributed to the
downgrade.

Event risk has increased due to the potential that a domestic
tobacco subsidiary might file for bankruptcy protection, or use
the threat of bankruptcy in negotiations, if bonding
requirements are severe. Although PM USA was able to avoid
bankruptcy by negotiating a reduced $6.8 billion bond, the
solution has resulted in significantly less financial
flexibility for PM USA and its parent Altria. Furthermore, the
resolution of the bonding issue could not be duplicated by PM
USA in a future case, nor would it be feasible for most of the
other major domestic tobacco subsidiaries to fund a proportional
bond in a similar situation. Although some of the 'lights'
consumer fraud cases filed have been dismissed, the potential
for tobacco-related consumer fraud cases in other jurisdictions
(including those known to be hostile toward tobacco companies)
has increased. While tobacco firms have been largely successful
in avoiding liability in fully litigated tobacco cases to date,
Fitch remains concerned with the precedent the Price case may
establish using a different theory of liability, particularly
given the magnitude of potential damages and bonding costs.
There is an enormous unquantifiable risk if the tobacco
companies incur adverse verdicts in any states that do not have
caps on bonding requirements. Currently over 60% of states do
not have caps on bonding requirements.

In the re-evaluation of parent/subsidiary relationships, Fitch
concluded that parent companies may not provide financial
support to domestic tobacco subsidiaries that face burdensome
litigation costs, including bonding requirements. Altria's
unwillingness and/or inability to contribute financial support
to PM USA was a critical issue in this analysis. Without
parental support, onerous bonding requirements will increase the
risk of default and may limit an individual tobacco subsidiary's
ability to stay execution of the judgment throughout the appeal
process. As a result, Fitch's tobacco industry assessment will
no longer consider parental financial support and will analyze
the domestic tobacco subsidiaries on a stand-alone basis.

Fitch's analysis also included an assessment of the overall
decline in profitability of the domestic tobacco companies,
which resulted from a convergence of a multitude of negative
factors. The marketplace dynamics of the domestic tobacco
industry have been severely impacted by state excise tax
increases, growth of low-end discount brands and high levels of
competitive promotional activity. Increased restrictions on
indoor smoking and lack of control over cigarette sales via the
Internet have also had an adverse affect on sales by the major
tobacco firms. Consumers are more sensitive to cigarette price
increases at current levels so the tobacco companies' ability to
raise prices to offset lower volumes has been curtailed, at
least in the near-term. Margins and operating earnings sharply
declined in the first quarter of 2003. Domestic tobacco
subsidiaries who have reported so far have had declines in
operating earnings of 40% or more versus the first quarter of
2002. Volumes and consumption also showed a precipitous drop-off
since the beginning of 2003. First-quarter industry volume was
off 12.9%, with some of the major firms reporting even steeper
declines. Although the declines were partially due to
accelerated shipments in the first quarter of 2002, this does
not fully account for such a steep fall-off in volume. The
industry consumption decrease for the quarter, estimated to be
5-10%, was also sharply weaker than the 2-3% decline Fitch had
expected. This is an unexpected shift from the low single-digit
consumption declines seen historically. The Outlook for the
industry will remain Negative until a clearer picture for
consumption, volumes, pricing capabilities and operating
earnings develop.

In addition to the increased event risk caused by the bonding
requirement of the Miles case, the ratings of Altria and its
consolidated subsidiaries have also been downgraded due to the
changing tobacco industry dynamics discussed above. PM USA
incurred accelerated volume declines of 16.1% in the first
quarter of 2003, a 23.9% decline in revenues and a 40.6%
reduction in operating companies income. Altria as a whole, due
to its diversification through more stable food and
international tobacco businesses, fared much better, with a 7.4%
decline in operating income. The weak performance of domestic
tobacco was attributed to lower volumes, higher promotional
spending and an expanded sales force. The promotional strategies
achieved their intended affect to maintain and grow market
share, which resulted in PM USA's retail share for the first
quarter increasing 0.2 share points to 48.3%, from the fourth
quarter of 2002. Although it is unclear what the magnitude of
future consumption and volume declines will be, Fitch assumes
that the acceleration of these declines from historical norms
will continue due to the negative industry factors discussed
above. Altria has discontinued share repurchases and will
instead use those funds to pay down short-term debt until it
regains access to the capital markets.

Currently Altria and Kraft credit ratings are the same. If
Altria and PM USA experience severe financial strain due to
tobacco litigation costs, Fitch believes Kraft may have
difficulty financing itself, or at a minimum, face higher
financing costs, as a result of its association with Altria and
PM USA. Fitch has considered separating the Kraft and Altria
ratings at lower rating levels, when the probability of default
is higher and recovery is weighted more heavily. Thus, the
Rating Outlook for Kraft has changed to Stable, reflecting its
substantial cash flow generation, its diverse portfolio of
branded packaged food and beverage products and its leading
market share positions in many categories.

As noted previously, Fitch will monitor PM USA's appeal process
in the Price case. A reversal or large reduction of the judgment
may discourage future similar cases from being filed. A loss on
appeal, or a refusal by a higher court to review the case, is
subject to increase the likelihood of future litigation. In that
event, Fitch will again review the ratings of the tobacco
companies.

Furthermore, there may be a decision in the near term with
regard to the November 2002 oral argument in the Engle case.
This decision may have rating implications for the major tobacco
companies. The original judgment against the industry
participants is $145 billion.

Fitch's downgrade of RJR's ratings reflects the accelerating
negative trends outlined above. Sales, earnings and volume
declines, combined with the possibility of heightened litigation
risk, a highly promotional environment and competition from deep
discount brands are the basis for the downgrade. Since RJR's
business is primarily domestic tobacco, it does not have
stronger unrelated businesses to offset the weak domestic
results. RJR's domestic tobacco subsidiary, R.J. Reynolds
Tobacco Company's first-quarter 2003 volume declined 14.2%.
Also, RJR revised its earning outlook for the year based on
projected 8-10% consumption declines throughout 2003. These
consumption declines were significantly worse than the company's
previous guidance of 2-3% declines. Lower volumes, coupled with
high levels of promotional spending to maintain market shares,
resulted in a 55% operating earnings reduction for the quarter
and a projection of a 50% operating earning decline for the
year.

RJR Tobacco faces a similar 'light' cigarettes trial in the same
jurisdiction as the Price case, scheduled for October 2003. RJR
hopes to have this case, known as Turner, stayed through PM
USA's appeals process so that the case would only go to trial if
the Price verdict is upheld. RJR is also working with the
Illinois legislature to pass a bond cap. However, if these
efforts are unsuccessful and RJR Tobacco incurs a material
adverse judgment, the company may face severe financial strain
and the event risk of being unable to post the bond. The Rating
Watch Negative will remain until the Turner case is resolved. If
the Turner case is stayed through the appeals process of the
Price case, the Rating Watch Negative may be removed.

RJR expects to maintain significant cash balances, with
approximately $1.6 billion projected at the end of 2003. Debt is
expected to be about $1.8 billion at year-end, after paying off
$740 million of maturing debt in 2003. Furthermore, the company
is planning to realign its cost structure to match the
challenging industry environment. RJR has also announced that it
has halted share repurchases to improve its financial
flexibility.


AMRESCO INC: Moody's Withdraws Junk Senior Debt Ratings
-------------------------------------------------------
Moody's Investors Service has withdrawn all its ratings on
Amresco, Inc. The bankrupt company finalized its Liquidating
Chapter 11 Plan last August. Amresco targets to file articles of
dissolution shortly after the final distribution is made.

                   Withdrawn Ratings

        * (P)Caa3 - Senior Unsecured Shelf

        * Caa3 - Senior Subordinate

The First Amended Joint Plan of Liquidation of the Amresco, Inc.
and several of the Company's subsidiaries was confirmed by the
U.S. Bankruptcy Court for the Northern District of Texas, Dallas
Division, on July 23, 2002. AMRESCO filed for Chapter 11
bankruptcy protection in July 2001, (Bankr. N.D. Tex. Case no.
01-35327).

DebtTraders says that Amresco Inc.'s 10% bonds due 2004
(AMMB04USR1) are trading at about 21 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=AMMB04USR1
for real-time bond pricing.


ANC RENTAL: Wants Approval to Issue Additional Medium-Term Notes
----------------------------------------------------------------
William J. Burnett, Esq., at Blank Rome LLP, in Wilmington,
Delaware, relates that prior to the Petition Date, ANC Rental
Corporation and debtor-affiliates financed their vehicle fleet
primarily by leasing vehicles from certain wholly owned indirect
non-debtor subsidiaries of ANC, which financed the acquisition
of the vehicle fleet through the issuance of asset-backed
commercial paper, asset-backed medium-term notes and asset-
backed auction rate notes, arranged by certain special purpose
subsidiaries of ANC.  These programs were financed through ARG
Funding Corp., a non-debtor special purpose entity and a wholly
owned direct subsidiary of ANC, which issued medium term "Rental
Car Asset Backed Notes," auction rate notes to the public
through private placements, variable funding notes funded by ANC
Rental Funding Corp., and various bank multi-seller conduits
through the issuance of commercial paper to the public.

ARG Funding loaned the proceeds of these issuances to three
special purpose entities for the purpose of purchasing vehicles:

    1. Alamo Financing L.P.;

    2. National Car Rental Financing Limited Partnership; and

    3. CarTemps Financing L.P.

In exchange for the funds advanced by ARG Funding to each Lessor
SPE, each Lessor SPE issued "Variable Funding Notes" to ARG
Funding.

Each of these Lessor SPE used these proceeds and a portion of
its partnership capital to purchase and finance vehicles.  The
Lessor SPEs, in turn, leased the vehicles to ANC's three
operating companies:

    1. Alamo Rent-A-Car, LLC;

    2. National Car Rental System, Inc.; and

    3. Spirit Rent-A-Car, Inc., d/b/a Alamo Local

These leasing arrangements between each Operating Company and
each Lessor SPE are governed by certain Amended and Restated
Master Lease Agreements, each dated as of June 30, 2000.  ANC is
a guarantor under the Existing Master Lease Agreements.

Mr. Burnett informs the Court that the Operating Companies rent
the vehicles to the public as part of their car rental
businesses.  Each Operating Company use the cash generated from
its rental operations to make the lease payments due to its
Lessor SPE under the Existing Master Lease Agreements.  Each
Lessor SPE, in turn, uses the lease payments to make payments
due on the Existing Leasing Company Notes issued to ARG Funding.
ARG Funding then uses these payments to make payments due to the
holders of the medium term notes, the variable funding notes,
and the auction rate notes.

                 The New Securities Transaction

On April 4, 2002, Mr. Burnett reminds the Court that it
authorized the Debtors to enter into New Master Lease Agreements
and related operating leases, guarantee the obligations of each
lessee under the New Master Lease Agreements, pay certain fees
associated with the transaction and enter into other agreements
and documents necessary to consummate the transaction.  This
order was amended on June 28, 2002.  On August 23, 2002, this
Court also approved the amendment of a term sheet with Deutsche
Bank Securities inc. relating to issuance of medium term notes.

Pursuant to these Deutsche Bank Orders, among other things:

    1. the Debtors were authorized to enter into the New Master
       Lease Agreements;

    2. it was contemplated that ARG Funding, Inc. II would:

       a. issue the 2002-1 Variable Funding Note to an affiliate
          of DB Securities up to $575,000,000; and

       b. issue Medium Term Notes, placed with certain investors
          by DB Securities, up to $750,000,000;

    3. DB Securities, Inc. obtained the right to act as the
       Debtors' structuring and placement agent with respect to
       one or more financings up to the MTN Notional Amount; and

    4. the Debtors were authorized to pay the Additional Fees to
       DB Securities on the closing of any additional financing
       transactions between the Debtors and DB Securities, which
       consists of a placement fee equal to 0.50% on the first
       $750,000,000 of the financings and a placement fee equal
       to 1% on the remaining notional amount of the financings.

In May 2002, ARG II issued the Variable Funding Notes amounting
to $275,000,000.  In June 2002, ARG II increased the maximum
invested amount of the VFN from $275,000,000 to $575,000,000.
In August 2002, ARG II refinanced the VFN with the issuance of
the MTNs amounting to $600,000,000.  As of April 17, 2003, all
of the MTNs remain outstanding.

                        The Term Sheet

Mr. Burnett reports that although the Debtors do not intend to
immediately issue the Additional MTNs, it is anticipated that
the issuance of Additional MTNs will be necessary in the near
term to enable the Debtors to meet their increased fleet needs,
which historically increase during the summer months and
decrease during winter months.  In that regard, ARG II may, from
time to time, issue Additional MTNs placed with the investors by
DB Securities in an aggregate amount up to the MTN Notional
Amount of $1,050,000,000 as market conditions warrant.

Although the June 28, 2002 DB Order contemplated that DB
Securities would act as the Debtors' structuring and placement
agent with respect to one or more additional financings up to
the MTN Notional Amount of $1,050,000,000, the Initial DB Motion
filed on March 8, 2002, only sought authorization for the
issuance of MTNs up to $750,000,000.

By this motion, the Debtors seek Court authorization to enter
into agreements and issue guarantees to consummate the issuance
of Additional MTNs up to the full MTN Notional Amount of
$1,050,000,000.  DB Securities has agreed to provide the Debtors
with the Additional MTNs on the same terms and conditions as
applied to the MTNs.

In addition, if market conditions dictate, additional financing
may be provided through the issuance of an additional variable
funding note by ARG II to DB Securities, rather than through the
issuance of Additional MTNs.  To the extent that it becomes
necessary to obtain the financing needed through the issuance of
the Additional VFN, the Debtors will supplement this request.

More specifically, the Debtors seek authorization to:

  1. increase the property leased under the New Master Lease
     Agreements to give effect to the issuance of the Additional
     MTNs;

  2. expand the unconditional unsecured guarantee of the
     obligations of each lessee under the New Master Lease
     Agreements to give effect to the increase in the leased
     property and amounts due in respect thereof under the New
     Master Lease Agreements;

  3. amend, supplement or modify the New Transaction Documents;

  4. pay the Additional Fees associated with the issuance of the
     Additional MTNs and the MTN Documents; and

  5. enter into other agreements and documents necessary to
     consummate transactions contemplated by the Additional MTNs
     and the MTN Documents.

Mr. Burnett believes that the Additional MTNs to be issued
pursuant to the terms and conditions of the New Securities
Transaction may be necessary to enable the Debtors to meet their
incremental fleet needs.  In that connection, the Additional
MTNs will provide for the liquidity needed, as market conditions
dictate, for the vehicle ramp up necessary for the Debtors'
seasonally strong summer period.  In addition, the Debtors have
investigated the possibility of obtaining fleet financing from
alternative sources and have determined that the alternative
financing arrangements of a similar size and all-in cost are not
currently available to meet their immediate fleet financing
needs. (ANC Rental Bankruptcy News, Issue No. 31; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


ARMSTRONG: AWI Files Third Amended Plan and Disclosure Statement
----------------------------------------------------------------
On May 1, 2003, Armstrong World Industries filed its Third
Amended Plan of Reorganization and Disclosure Statement with the
Bankruptcy Court.  A free copy of the Third Amended Plan is
available at:

http://www.sec.gov/Archives/edgar/data/7431/000090951803000242/jd4-30_reorg.
txt

and a free copy of the Third Amended Disclosure Statement is
available at:

http://www.sec.gov/Archives/edgar/data/7431/000090951803000242/jd4-30_disclo
sure.txt

The amendments to the Second Amended Plan of Reorganization set
forth in the Third Amended Plan of Reorganization have been
agreed upon by certain parties-in-interest in the Chapter 11
Case, and include, among other things:

       (i) modifications to conditions to confirmation of the
           Plan regarding the findings to be made by the Court
           regarding insurance coverage matters in connection
           with confirmation of the Plan;

      (ii) the addition of an undertaking on the reorganized
           AWI's part to the effect that, to the extent that
           any transfer of insurance rights applicable to
           Asbestos Personal Injury Claims or Asbestos Property
           Damage Claims to the Trusts to be established under
           the Plan in connection with such Claims is determined
           to be invalid by a court or arbitrator of competent
           jurisdiction, Reorganized AWI will pursue any rights
           to that insurance for the benefit of the applicable
           Trust and immediately transfer any amounts recovered
           to the Trust; however, the Trusts will be obligated
           to reimburse reorganized AWI for all costs reasonably
           incurred in connection with this obligation;

     (iii) modification of the provisions regarding rejection
           of executory contracts in relation to certain
           insurance policies so that, to the extent that
           insurance contracts and related settlement agreements
           are not executory, the Plan will provide for
           assumption of such insurance policies and settlement
           agreements anyway;

      (iv) a change in the time during which AWI is required
           to maintain insurance for the benefit of certain
           directors, officers, and employees from a period of
           at least three years following the Effective Date of
           the Plan to a period of at least four years following
           the Effective Date of the Plan;

       (v) elimination of the approval of Holdings' shareholders
           to the proposed Plan of Dissolution, winding up and
           distribution of Holdings as a condition to the
           issuance under the Plan of warrants for the New
           Common Shares of Reorganized AWI to the holder of
           AWI's existing equity interest -- expected to be
           Holdings or its wholly owned subsidiary Armstrong
           Worldwide, Inc., known in the Plan as "AWWD"; and

      (vi) a revision in reorganized AWI's obligation to
           bear costs and expenses of Holdings, so that
           Reorganized AWI will bear the costs and expenses
           relating to the vote of Holdings' shareholders on
           the Plan of Distribution -- to be undertaken as soon
           as reasonably practicable -- and all other
           operating expenses of Holdings and AWWD until the
           time of the Holdings vote -- and for a reasonable
           time after the vote to permit orderly transition
           of the administration of Holdings' affairs -- and,
           if the Plan of Distribution is approved, the costs
           and expenses of administering the implementation and
           completion of the Holdings Plan of Distribution,
           including any taxes incurred in that connection,
           but, if the Plan of Distribution is not approved by
           Holdings' shareholders, Reorganized AWI will have no
           further responsibility for Holdings' expenses --
           after the transitional period.

          Current Status of Disclosure Statement Hearing

On May 2, 2003, the Court held a hearing regarding the
disclosure statement with respect to the Third Amended Plan.  At
the hearing, Stephen Karotkin, Esq., at Weil, Gotshal & Manges
LLP, in New York, AWI's lead bankruptcy counsel, told Judge
Newsome that revisions to the Projected Financial Information
for Reorganized AWI are necessary.  In light of developments
regarding AWI's business since December 2002 and current
economic and financial conditions, Mr. Karotkin informs the
Court that AWI is now undertaking to revise and update this
projected financial information.  The Debtors promise to file
the revised Projected Financial Information with the Court "as
soon as practicable".

AWI did not indicate the substance of the revisions that would
be made but did indicate that the differences in the revised
projected financial performance of reorganized AWI from that
presented in the previously submitted information would be
adverse and that the magnitude of the difference would not be
immaterial.  In addition, AWI indicated that it expected that,
based on the revised projected financial information, the
estimated range of reorganization value of reorganized AWI
discussed in the Disclosure Statement with respect to the Third
Amended Plan of Reorganization would be reduced to a degree
that would not be immaterial and that, correspondingly, under
the Plan, the expected recoveries that would be achieved by
creditors of AWI and expected value of distributions in respect
of AWI's equity would be reduced.

At the hearing, Judge Newsome took approval of the Disclosure
Statement for the Third Amended Plan of Reorganization under
advisement, pending AWI's filing of the revised projected
financial information.

The Disclosure Statement with respect to the Third Amended Plan
of Reorganization will be circulated to AWI's creditors to
solicit votes on whether to approve the Third Amended Plan of
Reorganization.  The Disclosure Statement will also be sent to
Holdings' shareholders, although they will not be entitled to
vote on the Third Amended Plan of Reorganization.

                     The Structural Changes

The structural changes implement the enhanced roles played by
the Asbestos PI Claimants' Committee, the Future Claimants'
Representative and, if Class 6 votes to accept the Plan, the
Unsecured Creditors' Committee.  No mention is made of any role
for the Asbestos PD Committee.

These changes are an outgrowth of the distribution scheme in the
Plan by which the Asbestos PI Trust will own, or by the exercise
of rights granted under the Plan would be entitled to own, a
majority of the voting shares of AWI.

                  Exit Financing & an IRS Ruling

AWI says that it expects to enter into a $300 million syndicated
bank credit facility and have that working capital facility in
place on the Effective Date.

AWI must also obtain either an IRS private letter ruling or an
opinion of counsel to the effect that the two asbestos-related
Trusts are qualified settlement trusts for tax purposes.  There
is no indication about whether a private letter ruling has been
requested to date. (Armstrong Bankruptcy News, Issue No. 40;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


AT&T CANADA: Reports Q1 2003 Financial and Operating Results
------------------------------------------------------------
AT&T Canada Inc. (TSX: TEL.A, TEL.B; NASDAQ: ATTC, ATTCZ),
Canada's largest competitor to the incumbent telecom companies,
reported financial and operating results for the first quarter
2003.

             Q1 Financial and Operating Results

Revenues for the three months ended March 31, 2003, were $353.3
million, compared to $383.8 million in the first quarter of
2002. Revenues from Local, Data, Internet, IT Services and Other
represent 62% of total revenue versus 60% in first quarter 2002.
Long Distance revenues represent 38% of revenue down from 40% in
the same period last year.

Local access lines in service decreased by 22,108 year over year
to 530,692, reflecting the strategic re-positioning of the
Company's local services business to focus on profitable local
line growth. The percentage of these lines that are either on-
net or on-switch increased to 55% from 51% in the same period
last year. Total revenue from Data and Internet declined by 4%
from the same quarter in 2002, primarily the result of industry-
wide weakness in enterprise demand and pricing pressures in
certain product categories. Revenue from long distance services
declined by 13% from the same period last year, the result of a
4% reduction in average price per minute and a 9% decrease in
minute volume.

The Company's earnings before interest, taxes, depreciation and
amortization, totaled $66.3 million, representing an improvement
of $28.3 million from the first quarter of 2002. This increase
was the result of lower SG&A expenses of $19.7 million, as
initiatives to streamline the business improved SG&A efficiency
to 20.1% of revenue, a reduction of 350 basis points. In
addition, the gross margin improvement of 530 basis points to
38.8% of revenue contributed $8.6 million to the increase in
EBITDA. This change in Gross Margin was due to lower service
costs from operating efficiency gains, and to savings from
recent regulatory changes, offset in part by lower revenues as
discussed above.

Income from operations for the quarter totaled $36.5 million,
compared to a loss from operations of $53.0 million in the first
quarter of 2002. This $89.5 million improvement was due to lower
depreciation and amortization costs of $49.4 million associated
with the write-down in the carrying value of property plant and
equipment and goodwill in the second quarter of 2002, from
increased EBITDA of $28.3 million, and from an $11.8 million
partial reversal of the 2002 restructuring provision for
workforce reductions and facility closures.

The Company's Net Income for the quarter totaled $229.8 million,
compared to a Net Loss of $157.6 million in the same period last
year. This $387.4 million improvement was primarily the result
of an increase in the non-cash foreign currency translation gain
of $322.8 million, the result of an appreciation in the value of
the Canadian dollar relative to the U.S. dollar on the Company's
un-hedged U.S. dollar debt. Also contributing to the improvement
in Net Income was increased income from operations of $89.5
million, partially offset by reorganization costs of $26.3
million.

The Company's cash flow from operating activities less capital
expenditures was negative $11.9 million. After excluding one-
time costs under the restructuring of $29.0 million, the Company
generated positive free cash flow of $17.1 million in the
quarter. This represents the second consecutive quarter the
Company has generated positive free cash flow after adjusting
for restructuring items.

                  Fresh Start Accounting

Due to the realignment in equity interest and capital structure
of AT&T Canada under the Restructuring Plan, the Company was
required to perform as at April 1, 2003, a comprehensive
revaluation of its balance sheet referred to as 'fresh start
accounting' which included the following significant
adjustments. The Company has adjusted the historical carrying
value of its assets and liabilities to fair value reflecting the
allocation of the Company's reorganization equity value of $581
million. As a result, the carrying value of Property Plant and
Equipment has been reduced to $574.7 million. In addition, under
'fresh start accounting' the Company was required to record a
deferred pension liability in the amount of $120.2 million,
representing a deficiency in the market value of the assets
under its defined benefit pension plan versus obligations to
plan members. This liability will be funded over a five-year
period, including approximately $35 million in 2003.

"We have fulfilled exactly what we set out to achieve in
positioning our Company for long-term success in the Canadian
telecom marketplace," said John McLennan, Vice Chairman and CEO.
"We have considerably improved our operating and capital
efficiency, we have established a sustainable capital structure,
and we continue to make incremental gains in pursuit of a
balanced regulatory framework. With the completion of our
restructuring we have a strong financial foundation, with no
long-term debt, $175 million in cash, and a business that is
generating positive cash flow and net income. And we have
greatly strengthened our business through a strategic re-
focusing that significantly improved our operating profile,
while at the same time achieving dramatic increases in customer
satisfaction levels."

Mr. McLennan continued, "The revenue and operating profit
generated in the first quarter confirm we are executing on our
business plan. During the quarter we continued to win new
business and renew existing relationships with our customers,
while completing our restructuring. And we are on track with our
transitional arrangements with AT&T that will see us establish a
new brand identity in the coming months."

John MacDonald, President and Chief Operating Officer, added,
"This Company is financially and operationally strong, and has a
tremendous platform upon which to build. We possess advanced
technology, a blue chip customer base, and sophisticated managed
service offerings. We have the support of our customers who want
us to succeed because we're a Company that acts differently. Our
customers tell us that it is our solutions orientation and the
agility with which we respond to their complex telecom needs
that sets us apart. We will build on these strengths to enhance
our position as one of North America's most competitive telecom
enterprises."

                       Outlook

Mr. McLennan made the following remarks with respect to
financial guidance for the balance of the year, "I am pleased
with our first quarter financial performance and like our
prospects for continued success for the balance of the year.
However, pricing in the Canadian telecommunications marketplace
remains competitive across all of our major product lines and
the transition of our relationship with AT&T needs to be
considered as we look forward. In this environment we are
maintaining our revenue, EBITDA and capital expenditure guidance
for the year of $1,337, $163 and $140 million respectively.
Also, while the divestiture of our Contour/Argos business unit
will have no appreciable impact on our 2003 EBITDA, it will
result in the loss of revenue of approximately $15 million per
quarter starting in Q3 of this year".

                   Other Developments

New Customer Contracts

During the quarter the Company announced it had entered into a
three year, $7 million contract with 7-Eleven Inc. of Dallas
Texas. The agreement involves the implementation of a high-speed
cross-border Frame Relay network, connecting 7-Eleven's 500
Canadian stores to their headquarters in Dallas. In addition to
providing complete geographic network redundancy for all of its
retail locations across Canada, 7-Eleven will be able to launch
new applications in their retail outlets, including an advanced
retail information system. This system will allow 7-Eleven to
more effectively manage their business, due to the rapid and
reliable transfer of essential sales, inventory and operational
data.

Also during the quarter the Company announced that it had
expanded its already significant relationship with Transat AT
Inc. Based in Montreal, Transat AT specializes in the
distribution of holiday travel, including air transportation and
value added services at travel destinations that support tour
operators in both Canada and France. The new $6 million three
year agreement involves the implementation and management of an
advanced Global Data Network, including Toll-free, Long Distance
and Local services. This integrated international
telecommunications solution allowed Transat AT to realize
considerable cost savings by centralizing telecom services for
all its subsidiaries and affiliated companies located across
Canada, in the United States and France.

Regulatory

On March 26, 2003 the Company responded to the federal Cabinet's
dismissal of its appeal of the CRTC's Price Cap ruling of May
30, 2002. The Company is encouraged by the Government's
recognition that the regulatory and policy framework are crucial
to fostering competition in the Canadian telecommunications
industry. AT&T Canada's goal in launching its appeal was to
focus the attention of the Government and the Regulator on the
concerns of competitors, and in this the Company has succeeded.
The Industry Minister expressed the Government's commitment to
competition in the industry. Specifically, he expressed his
expectation that the CRTC would continue its recent 'pro-
competitive momentum', and that the Government would be
monitoring developments in the coming months. AT&T Canada will
continue its pursuit of regulatory reform, and believes that
opportunity exists for further reductions in regulated costs.
Additional relief would be upside to the Company's current
business plan.

On April 28, 2003 the Standing Committee for Industry, Science
and Technology tabled a report before Parliament recommending
the removal of foreign investment restrictions in the Canadian
telecommunications industry. The Company welcomes these
recommendations and is encouraged that the Committee has clearly
recognized that foreign investment restrictions have had a
disproportionately negative impact on new entrants. Implementing
the Committee's recommendations and removing the restrictions
will significantly improve the ability of competitive entrants
to pursue sources of investment capital they cannot access under
the current rules. The Company encourages the Government to move
quickly to introduce the legislative and regulatory measures
that are necessary to remove the restrictions. Canadians and the
Canadian economy will be the ultimate winners under a
liberalized foreign investment climate.

                          Liquidity

At April 1, 2003 the Company had cash on hand of $175.2 million.
While the Company had estimated that it would have cash on hand
of $140 million upon the completion of its restructuring, the
difference is due to operating cash flow generated during the
month of March, and advisory fees related to its restructuring
to be paid in April.

                  Restructuring Plan Complete

On April 1, 2003 the Company successfully completed its
restructuring, and distributed approximately CDN$233 million in
cash and 100% of the Company's equity to bondholders and other
affected creditors, in the form of 1,043,119 Class A Voting
Shares and 18,956,881 Class B Limited Voting Shares. In
compliance with the Canadian Telecommunications Act, Canadian
resident bondholders and other affected creditors received, in
the aggregate, 66-2/3 % of the Class A Voting Shares and other
bondholders and affected creditors received 33-1/3 % of the
Class A Voting Shares, and 100% of the Class B Limited Voting
Shares. In accordance with the restructuring plan, no one
creditor received greater than 10% of the Class A Voting Shares.

For each CDN$1,000 in established claims value, resident
Canadian bondholders or other affected creditors received
CDN$49.24 in cash plus 4.227 Class A Voting Shares. For each
CDN$1,000 in established claims value, non-Canadian resident
bondholders or other affected creditors received CDN$49.24 in
cash, plus 0.077 Class A Voting Shares and 4.150 Class B Limited
Voting Shares. The Company's escrow agent has a reserve of
approximately CDN$2.8 million of cash and 241,395 Class B
Limited Voting Shares for distributions to affected creditors
with disputed claims that have not been settled.

On April 1, 2003 the Company's Class A Voting Shares and Class B
Limited Voting Shares began trading on the Toronto Stock
Exchange under the stock trading symbols TEL.A and TEL.B
respectively, and on NASDAQ under the stock trading symbols ATTC
and ATTCZ respectively.

              New Stock Option and Ownership Plan

As outlined in the Management Information Circular, two million
shares have been reserved for issuance under the Company's
management incentive plan. With the Company's public listing on
the TSX and NASDAQ, the use of equity-based compensation
provides additional performance based incentives and assists in
the retention of qualified management employees. On April 17,
the Company's Board of Directors approved the granting of a
total of 629,000 stock options in respect of Class A voting
shares, and 230,000 Restricted Share Units to management. The
stock options have an exercise price of $36.05 and vest in equal
annual amounts over three years from the date of grant. The RSUs
will vest three years from the date of grant, and are
performance based in that they are tied to the Company's
performance over the three years.

AT&T Canada is the country's largest competitor to the incumbent
telecom companies. With over 18,800 route kilometers of local
and long haul broadband fiber optic network, world class managed
service offerings in data, Internet, voice and IT Services, AT&T
Canada provides a full range of integrated communications
products and services to help Canadian businesses communicate
locally, nationally and globally. AT&T Canada Inc. is a public
company with its stock traded on the Toronto Stock Exchange
under the symbols TEL.A and TEL.B, and the NASDAQ National
Market System under the symbols ATTC and ATTCZ. Visit AT&T
Canada's Web site, http://www.attcanada.comfor more information
about the company.


AT&T CANADA: Selling Contour and Argos Telecom to YAK Comms.
------------------------------------------------------------
AT&T Canada Inc. (TSX:TEL.A, TEL.B; NASDAQ: ATTC, ATTCZ),
Canada's largest competitor to the incumbent telecom companies,
and YAK Communications (Canada) Inc., a wholly-owned subsidiary
of YAK Communications (USA) Inc. (NASDAQ:YAKC), and a provider
of international long distance discount services to residential
and business customers, announced an agreement by which AT&T
Canada will sell Contour Telecom Inc. and Argos Telecom Inc. to
YAK Communications (Canada) Inc. YAK Communications (Canada)
Inc., is acquiring Contour and Argos as complete operating
units.

AT&T Canada will receive cash with respect to the transaction,
which is expected to close on July 2, 2003, subject to the
satisfaction of certain conditions.

"[Tues]day's announcement is consistent with our overall
strategy to focus on our core operations in support of
strengthening our ability to provide a full suite of
communications capabilities across our broad portfolio of
connectivity, infrastructure management, and solutions
capabilities," said John MacDonald, President and COO, AT&T
Canada.

"This agreement to acquire Contour and Argos will allow YAK to
expand both its customer and product base," said Charles
Zwebner, President and CEO of YAK. "We will now be able to offer
a wider range of managed telecommunication solutions and bundled
services to small and medium enterprise clients. For the fiscal
year ended December 31, 2002, Contour and Argos reported annual
consolidated revenues in excess of CDN$60 million (approximately
USD$40 million)."

Contour Telecom is a provider of telecom vendor management
services as well as a reseller of telecommunications services to
medium to large business customers. Contour, a wholly-owned
subsidiary of AT&T Canada, owns 100 per cent of Argos Telecom, a
reseller of telecom services to small and medium sized
enterprises and residential customers. Visit
http://www.contour.caand http://www.argos.ca

YAK Communications (USA), Inc. (NASDAQ: YAKC) was incorporated
in December 1998 in Florida with the objective of providing
international long distance discount services to both business
and residential customers. The Company specializes in offering
these services to consumers by way of a dial-around (known as
"10-10"). The Company is a facilities based reseller which
utilizes its own switching systems. For more information about
YAK Communications, visit http://www.yak.com

AT&T Canada is the country's largest competitor to the
incumbent telecom companies. With over 18,800 route kilometres
of local and long haul broadband fiber optic network, world
class managed service offerings in data, Internet, voice and IT
Services, AT&T Canada provides a full range of integrated
communications products and services to help Canadian businesses
communicate locally, nationally and globally. Visit AT&T
Canada's Web site, http://www.attcanada.comfor more information
about the Company.

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


AVADO BRANDS: Reports Full Compliance with All Debt Covenants
-------------------------------------------------------------
Avado Brands, Inc. ,(OTC Bulletin Board: AVDO) announced that it
was in full compliance with all of its debt covenants.

In a press release issued on May 5, certain holders of Avado's
9-3/4% Senior Notes asserted that Avado was in technical
violation of the terms of the Note Indenture.  The release,
however, acknowledged that Avado is current on all its principal
and interest obligations under the notes.

"Avado is in full compliance with all the terms and covenants of
its secured and unsecured debt," said Louis J. (Dusty) Profumo,
Avado Brands Chief Financial Officer and Treasurer.  "As we
announced yesterday in our earnings conference call, Avado fully
expects to pay the next interest obligations on its notes due in
June 2003, and further expects to remain in full compliance with
all other terms and covenants of our secured and unsecured
debt."

The noteholders' press release acknowledged that certain loans
to the Chairman have been fully disclosed in the Company's
securities filings. Furthermore, all current loans and loan
amendments were carefully considered, reviewed and approved by
an independent Special Committee of outside Directors of the
Board.  The Special Committee also received independent outside
legal counsel regarding the agreements and amendments and
determined their actions to be in the best interests of all
stakeholders.

"It is unfortunate that the noteholders referred to in the press
release misconstrued what occurred," Profumo added.  "We regret
that this group of noteholders declined our suggestion to meet
following our shareholders' meeting and the filing of our first
quarter 10-Q, a time when we could have a full discussion on
information disclosed publicly to all our stakeholders." The
company will hold its Annual Meeting of Shareholders on May 7.

"We are encouraged by the stability of Don Pablo's, improving
sales trends at our Hops restaurants and the results of our debt
reduction program, which give clear reasons for our enthusiasm
about Avado's future," said Tom E. DuPree, Jr., Avado Brands
Chairman and Chief Executive Officer.

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

As reported in Troubled Company Reporter's January 14, 2003
edition, Standard & Poor's revised its corporate credit rating
to 'SD' (selective default) from 'D' on casual dining restaurant
operator Avado Brands Inc., and raised its senior unsecured debt
rating on the company to 'CC' from 'D'. At the same time,
Standard & Poor's affirmed its 'D' rating on Avado Brands'
subordinated notes.

The rating actions were the result of the company's payment of
interest to holders of its 9.75% senior unsecured notes. The
interest payment was originally due on Dec. 1, 2002.


AVAYA INC: Prices $200 Million of 11-1/8% Senior Secured Notes
--------------------------------------------------------------
Avaya Inc. (NYSE: AV), a leading global provider of
communications networks and services for businesses, has priced
an aggregate principal amount of $200 million of 11-1/8 percent
senior secured notes due April 1, 2009.  The issue price is 108
percent to yield 9.06 percent, resulting in net proceeds of
approximately $211 million.

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

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

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

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


BASIS100 INC: Will Host Q1 2003 Earnings Conference Call Today
--------------------------------------------------------------
Notification of 2003 First Quarter Results Conference Call
event:

        Basis100 Inc. (TSX: BAS.)
        2003 First Quarter Results Conference Call
        May 8, 2003, 11:00 AM ET

To listen to this event, just click

http://www.newswire.ca/webcast/viewEventCNW.html?eventID=530200

Basis100 (TSX: BAS) is a business solutions provider that fuses
mortgage processing knowledge and experience with proprietary
technology to deliver exceptional services. The company's
delivery platform defines industry-class best execution
strategies that streamline processes and creates new value in
the mortgage lending markets.

For more information about Basis100, visit
http://www.Basis100.com

At December 31, 2002, the Company's balance sheet shows a
working capital deficit of about $2.4 million. The Company's
total shareholders' equity has further diminished to about $11
million, from about $40 million recorded a year earlier.


BAYOU STEEL: Continues Employing Ordinary Course Professionals
--------------------------------------------------------------
Bayou Steel Corporation and its debtor-affiliates sought and
obtained approval from the U.S. Bankruptcy Court for the
Northern District of Texas to continue the employment of the
professionals they utilize in the ordinary course of their
businesses, without having to file formal retention or fee
applications for each of the Ordinary Course Professionals.

On account of the number of Ordinary Course Professionals
normally engaged by the Debtors, it would be unduly burdensome
to require each individual Ordinary Course Professional and the
Debtors to require separate application to this Court for
approval of the Ordinary Course Professional's retention and
compensation.

The Debtors are now authorized to pay, without formal
application to the Court by any Ordinary Course Professional,
100% of the fees and disbursements to each of the Ordinary
Course Professionals upon the submission to the Debtors an
appropriate invoice setting forth in reasonable detail the
nature of the services rendered, provided that such fees and
disbursements do not exceed a total of $25,000 per month per
Ordinary Course Professional, and no more than $300,000 per
Ordinary Course Professional for the entire case.

Bayou Steel Corp., a producer of light structural shapes and
merchant bar steel products, filed for chapter 11 protection on
January 22, 2003. Patrick J. Neligan, Jr., Esq., at Neligan,
Tarpley, Andrews & Foley, LLP represents the Debtors in their
restructuring efforts.  When the Company filed for protection
from its creditors, it listed $176,113,143 in total assets and
$163,402,260 in total debts.


BERTHEL: Balance-Sheet Insolvency Raises Going Concern Doubt
------------------------------------------------------------
Berthel Growth & Income Trust 1 continues to have a deficiency
in net assets, as well as net losses and negative cash flow from
operations. In addition, Berthel SBIC, LLC, a wholly owned
subsidiary of the Trust, was in violation of the maximum capital
impairment percentage permitted by the SBA. The SBIC received
notice of default from the Small Business Administration
advising that the SBIC must cure its default on the outstanding
debentures prior to March 22, 2002. Since that time, the capital
impairment violation has not been cured.

On August 22, 2002, the SBA notified the SBIC that all
debentures, accrued interest and fees were immediately due and
payable. The SBIC was transferred into the Liquidation Office of
the SBA effective August 22, 2002. The SBIC submitted a plan of
debt and interest repayment to the SBA on January 31, 2003
and received a response dated February 21, 2003. Management
intends to continue negotiations with the SBA regarding the
interest rate and 1% SBA loan fees on the debentures that have
been called.

The assets and liabilities of the SBIC are $9,045,855 and
$9,610,190, respectively as of March 31, 2003. These factors
raise substantial doubt about the ability of the Trust to
continue as a going concern. No assurance can be given that the
SBIC will be successful in negotiating the terms of the
debentures with the SBA. If the terms are successfully
negotiated, no assurance can be given that the Trust will have
sufficient cash flow to repay the debt or that the Trust will be
financially viable.


BIO-RAD LAB: S&P Upgrades Low-B Ratings with Stable Outlook
-----------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on life science supplier Bio-Rad Laboratories Inc. to
'BB+' from 'BB-', its senior secured rating to 'BBB-' from 'BB-
', and its subordinated debt rating to 'BB-' from 'B'.

The outlook is stable.

The rating action reflects Bio-Rad's success with integrating
the 1999 acquisition of Pasteur Sanofi Diagnostics, more than
doubling EBITDA and extending its well-established positions in
competitive niche markets.

"The current rating provides considerable financial cushion for
debt-financed acquisitions, considering that the company's cash
flow protection measures are well in excess of parameters
typical for the rating category," said Standard & Poor's credit
analyst David Lugg.

During the past three years, sales of Hercules, Calif.-based
Bio-Rad's products and services to the life science laboratory
and clinical diagnostics markets have almost doubled. Its
defensible positions in each market reflect longstanding
customer relationships and its history of successful product
introduction. In the life sciences markets, it has particular
strengths in electrophoresis and gene transfer products. Results
have particularly benefited from the company's position as the
sole supplier of tests for Bovine Spongiform Encephalitis (BSE),
a.k.a. mad cow disease. Diagnostic products include products for
quality controls, autoimmune testing, and diabetes monitoring.
In both markets, sales of reagents and consumable products
impart predictability to Bio-Rad's revenues. In addition, Bio-
Rad's R&D spending in genomics, proteomics, and drug discovery
offers significant potential.

Despite the company's defensible positions in the markets of in
vitro diagnostics and life sciences, Bio-Rad Labs remains a
relatively small player in each, competing with significantly
larger companies that are more diversified and have greater
financial resources. Moreover, Bio-Rad's heavy international
presence, which accounts for about 65% of sales, subjects its
revenues to swings in exchange rates and ongoing changes in
global economic conditions. Bio-Rad's life science business is
also vulnerable to reductions in government funding for life
science research and changes in biopharmaceutical companies' R&D
spending.


BURLINGTON: Urges Court to Allow RLI Insurance Bonding Program
--------------------------------------------------------------
Kimberly D. Newmarch, Esq., at Richards, Layton & Finger, in
Wilmington, Delaware, relates that on February 28, 2002,
Burlington Industries, Inc. and its debtor-affiliates, and RLI
Insurance Company entered into a DIP Indemnity Agreement.  Under
the DIP Indemnity Agreement, RLI agrees to undertake certain
contractual obligations for the Debtors, as principals by
posting one of two types of Bonds for the Debtors, wherein:

  (a) RLI may post a performance bond, based on the length of
      the contract and, generally, when the time of performance
      is less than one year, requires a one-time, up-front
      payment by the Debtors to RLI -- the Performance Bond
      Premium.  However, if the time of performance exceeds one
      year, the Debtors are obligated to pay an additional
      Performance Bond Premium for each renewal year; and

  (b) RLI may also post a continuous bond that needs to be
      renewed each year and requires up-front payments when the
      bond is posted and upon each renewal.

In exchange for RLI becoming a surety for the Debtors, the
Debtors agree to:

    (a) pay the Premiums;

    (b) post letter of credit, as required by RLI; and

    (c) indemnify RLI from, among others, all costs, expenses,
        premiums due, damages, attorney's fees and losses that
        arise in connection with the Bonds.

In accordance with the terms of the DIP Indemnity Agreement, RLI
may require Burlington to post letters of credit to secure the
Bonds.  Currently, Ms. Newmarch notes, the Debtors have posted
one $850,000 letter of credit -- approximately 50% of the
aggregate face amount of the outstanding Bonds -- to secure
Burlington's obligations under the Bonding Program.  To date,
the aggregate face amount of the Outstanding Bonds is
approximately $1,600,000.

Accordingly, pursuant to Section 364(b) of the Bankruptcy Code,
the Debtors ask the Court to:

    (a) approve their continued participation in, and
        performance of their obligations under, the Bonding
        Program; and

    (b) grant administrative expense priority to their
        postpetition obligations under the Bonding Program.

Although the Debtors believe that their participation in, and
performance of their obligations under, the Bonding Program is
in the ordinary course of their business operations, RLI has
indicated that it will neither renew existing Bonds nor issue
new Bonds without the Debtors obtaining Court approval of the
Bonding Program.

Ms. Newmarch contends that the Debtors' continued performance
under the Bonding Agreement is warranted because:

    (a) no other surety is willing to issue surety bonds on
        the Debtors' behalf on terms and conditions as
        favorable as RLI;

    (b) the continuation of the Bonding Program is critical to
        the Debtors' continued business operations; and

    (c) the Bonding Program, is in the best interests of, and a
        necessary expense to preserving their estates.
        (Burlington Bankruptcy News, Issue No. 32; Bankruptcy
        Creditors' Service, Inc., 609/392-0900)


CALPINE CORP: Initiates 2003 Liquidity Enhancing Program
--------------------------------------------------------
Calpine Corporation (NYSE: CPN), a leading North American power
company, is providing a pre-earnings update on several items,
including liquidity, refinancing and first quarter and full-year
2003 earnings.  The company has scheduled its first quarter
earnings conference call for Tuesday, May 13, 2003, at 8:30 a.m.
PDT, to discuss these items in further detail.

                 Liquidity and Refinancing

As previously announced, Calpine has identified three major
components of its 2003 liquidity enhancing program:  the
monetization of certain of its power sales contracts, the
potential sale of certain power generating facilities and the
financing for its California peaking facilities. These
transactions are expected to generate net proceeds of
approximately $1.7 billion that will be used to fund capital
requirements for its existing construction program, refinancing
and general corporate purposes.

Progress towards the completion of these transactions continues
as planned. Last week, the company announced the sale of an
interest in the 115-megawatt King City Power Plant for
approximately $82 million and is nearing the completion of
monetizing several power sales contracts. At the end of the
first quarter, liquidity totaled approximately $615 million.
This was comprised of approximately $524 million of cash (cash
and equivalents and current portion of restricted cash) and $91
million of borrowing capacity under the company's various credit
facilities.

Calpine continues to work closely with its lenders on a two-year
refinancing of its $400 million and $600 million working capital
facilities. The company expects to complete this refinancing in
the near term.

        First Quarter Earnings Update and 2003 Guidance

Operating income for the quarter was in-line with the company's
expectations before certain non-cash charges. On-peak spark
spreads were slightly ahead of plan in certain markets, but were
offset by unscheduled outages and non-cash charges. These non-
cash charges include reserves for equipment repairs totaling
approximately $25 million, for which the company is pursuing
warranty claims, and approximately $22 million of foreign
exchange translation losses-representing a loss per share of
$0.05 and $0.04, respectively. The foreign exchange translation
losses recognized into income were transaction-related and were
due mainly to a strong Canadian dollar in the quarter. As a
result of this strong foreign currency, the recorded book value
of the company's net foreign assets increased by approximately
$78 million, generating unrealized gains that were recorded in
equity on the balance sheet. For the quarter, the company
expects to record a loss of approximately $0.12 per share.
Calpine stated that it remains comfortable with the current 2003
full-year earnings consensus of $0.41 per share.

On April 17, 2003, the company reported to the Securities and
Exchange Commission that PricewaterhouseCoopers LLC (PwC) would
serve as the company's independent public accountants for 2003.
As a result of this change in auditors, the company has asked
PwC to undertake the review of its first quarter for 2003.
Consequently, the company will not be able to file its Quarterly
Report on Form 10-Q for the First Quarter 2003 by the May 15,
2003 filing deadline, but will file the report following the
completion of PwC's review.

                 Conference Call Information

Calpine will host a conference call at 8:30 a.m. PDT on Tuesday,
May 13, to discuss in further detail the financial and operating
results for the quarter ended March 31, 2003. To participate in
the teleconference, in a listen-only mode, dial 1-888-603-6685
at least five minutes before the start of the conference call.
In addition, Calpine will simulcast the conference call live via
the Internet. The web cast can be accessed and will be available
for 30 days on the Investor Relations page of Calpine's Web site
at http://www.calpine.com

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

                       *   *   *

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


CELLULAR TECHNICAL: Fails to Meet Nasdaq Listing Requirements
-------------------------------------------------------------
Cellular Technical Services Company, Inc. (Nasdaq SC:CTSC)
announced that on May 1, 2003, it received a notice from the
Nasdaq Stock Market that since CTS has not regained compliance
with the minimum $1.00 closing bid price per share requirement
as set forth in Marketplace Rule 4310(C)(4) that its securities
will be delisted from the Nasdaq SmallCap Market at the opening
of business on May 12, 2003. Nasdaq additionally noted that its
Staff may otherwise determine to delist CTS' shares under
Marketplace Rules 4300 and 4330(a)(3) since CTS is currently in
the process of winding down its previous businesses and has de
minimis other operations.

After reviewing its options, CTS has determined that it will not
seek a hearing to appeal this determination nor seek a reverse
stock split of its shares at this time. It is anticipated that
CTS' shares will become over the counter securities trading on
the Pink Sheets Electronic Quotation Service and will retain the
symbol CTSC.

                         *    *    *

In the Company's 2002 Annual Report on SEC Form 10-K, the
Company stated:

"As a result, as of December 31, 2002 CTS has no current
business other than to complete the wind down of the operations
of Isis. Management anticipates that all remaining assets of
Isis will be realized, and liabilities settled, by approximately
March 31, 2003. Management currently has no plan to liquidate
the Company and distribute the remaining assets, after settling
the liabilities, to stockholders. During 2002 and 2003,
management has been and will be evaluating alternative
businesses and acquisitions. There is no assurance that such
alternative businesses and acquisitions can be accomplished
before CTS spends all of its remaining cash balances, that CTS
will be able to raise money at acceptable terms, if at all, to
fund the acquisitions and/or the operating activities of the
businesses it may acquire, and that the acquired businesses will
represent viable business strategies and/or will be consistent
with the expectations and risk profiles of CTS' stockholders.

"Management expects that during 2003 the Company will incur
costs of approximately $1.2 million, primarily related to
remaining non-cancelable office leases, employee compensation,
costs of maintaining the business as a public entity, and
insurance. The Company does not expect to have any current
source of revenues and has de minimis operations. Accordingly,
management believes that its cash balances as of December 31,
2002 of approximately $3.3 million are sufficient to fund its
current cash flow requirements through at least the next twelve
months.

"Based on management plans, these financial statements have been
prepared under the "going concern" assumption which presumes
that the Company will continue its existence."


CELLULAR TECHNICAL: Reports Weaker Operating Results for Q1 2003
----------------------------------------------------------------
Cellular Technical Services Company, Inc. (NasdaqSC:CTSC),
reported its first quarter financial results for 2003.

                                  Three months    Three months
                                     ended           ended
                                 March 31, 2003   March 31, 2002
                                   (in '000)        (in '000)
                                 --------------   --------------
Revenue                                $158          $2,358
Net Loss                             ($ 375)         ($ 983)
Net Loss Per Share
     (basic and diluted)             ($0.16)         ($0.43)

Revenue decreased 93% to $158,000 in the first quarter of 2003
from $2.4 million in the first quarter of 2002. CTS reported a
quarterly net loss of $375,000 compared to $983,000 in the prior
year period. The $0.6 million reduction in the net loss is
primarily due to across-the-board operating expense reductions
resulting from the cessation of expenses related to prior
Neumobility R&D efforts and ISIS phonecard operations, both of
which were closed in late 2002.

Steve Katz, CTS Chairman and CEO noted: "At March 31, 2003 we
had $2.9 million in working capital and no debt. We have
continued to reduce staffing and have retained only minimal
personnel levels. We have signed an agreement with GTS Prepaid,
Inc. formalizing a loan agreement and repayment schedule
relating to the transfer of certain assets of our Isis business.
We are continuing to evaluate business alternatives including
several investment opportunities. For the remaining nine months
of 2003, we forecast incurring a total of approximately $0.8
million in expenses including remaining non-cancelable office
leases, depreciation, employee compensation, costs of
maintaining the business as a public entity and insurance."


CHAMPIONLYTE: Unit's New Sports Drink to be Shipped Next Week
-------------------------------------------------------------
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 ChampionLyter," 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.

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.


CORNING: Launches Debt Reduction & Modified Dutch Auction Tender
----------------------------------------------------------------
Corning Incorporated (NYSE:GLW) commenced a modified Dutch
auction tender to purchase up to $800 million aggregate
principal amount at maturity of its outstanding zero coupon
convertible debentures. The tender commenced yesterday and will
expire at midnight, Eastern Time, on June 4, 2003 unless
extended or earlier terminated. Tendered debentures may be
withdrawn at any time prior to the expiration date.

Corning is offering to purchase the debentures, which were
issued in November 2000 and are due Nov. 8, 2015 (CUSIP 219350
AJ 4), for a cash price ranging from $725 to $750 per $1,000
principal amount at maturity.

James B. Flaws, vice chairman and chief financial officer, said,
"The approximately $600 million of cash we are dedicating to
this offer is coming from the proceeds of our successful equity
offering last week, plus a portion of our cash on hand. This
action to further reduce our debt, combined with our stated
objective of returning the company to profitability later this
year, is all part of our plan to regain investment grade
ratings." On Mar. 31, 2003, Corning had approximately $1.85
billion in cash and short-term investments. Over the past 16
months, Corning has reduced its debt by approximately $1.3
billion.

Under the modified Dutch auction procedure, holders of Corning's
zero coupon convertible debentures are invited to respond with
indications of their willingness to sell their debentures within
the price range indicated. Based upon the number of debentures
validly tendered, Corning will determine a final purchase price
that is the lowest price in the range enabling it to purchase up
to the amount sought by this offer. This purchase price will
apply for all zero coupon convertible debentures purchased in
the tender offer. If the amount tendered exceeds $800 million
principal amount at maturity, Corning will accept tendered
debentures on a prorated basis. Debentures tendered at prices
above the final purchase price or otherwise not purchased will
be returned to tendering holders.

The terms and conditions of the tender appear in Corning's Offer
to Purchase, dated May 7, 2003 and the related Letter of
Transmittal. Copies of these and other related documents will be
mailed to all holders of the zero coupon convertible debentures.
The tender is not conditioned on a minimum amount of zero coupon
convertible debentures being tendered. The consummation of the
tender for the zero coupon convertible debentures is subject to
certain other conditions described in the Offer to Purchase.
Subject to applicable law, Corning may, in its sole discretion,
waive any condition applicable to the tender and may extend,
terminate, or otherwise amend the tender.

J.P. Morgan Securities Inc. and Banc of America Securities LLC
are acting as joint dealer managers for the tender. Georgeson
Shareholder Communications Inc. is the information agent and
Alpine Fiduciary Services, Inc. is the depositary. Holders of
the zero coupon convertible debentures should read the Offer to
Purchase, Letter of Transmittal and related documents because
they contain important information about the tender. Copies of
the Offer to Purchase, Letter of Transmittal and related
documents may be obtained at no charge from the information
agent at 17 State Street, New York, NY 10004 or from the
Securities and Exchange Commission's web site at www.sec.gov.
Additional information concerning the terms of the tender,
including all questions relating to the mechanics of the tender,
may be obtained by contacting the information agent at (800)
849-4134; or J.P. Morgan Securities Inc. at (866) 834-4666; or
Banc of America Securities LLC at (888) 583-8900 ext. 2200.

Established in 1851, Corning Incorporated creates leading-edge
technologies that offer growth opportunities in markets that
fuel the world's economy. Corning manufactures optical fiber,
cable and photonic products in its Telecommunications segment.
Corning's Technologies segment manufactures high-performance
display glass, and products for the environmental, life
sciences, and semiconductor markets.


COX COMMS: Commences Tender Offer for Prizes & Phones Securities
----------------------------------------------------------------
Cox Communications, Inc. (NYSE: COX) is commencing cash tender
offers to purchase any and all of its outstanding 2%
Exchangeable Subordinated Debentures due 2029 (the "PRIZES") and
3% Exchangeable Subordinated Debentures due 2030 (the "Premium
PHONES").

The tender offers are being made in connection with Cox's
continuing efforts to reduce its long-term obligations and
simplify its balance sheet. These offers are being made upon the
terms and are subject to the conditions set forth in an Offer to
Purchase dated May 6, 2003.

The Subordinated Debentures will be purchased at a price of
$39.50 for each $88.50 original principal amount of the PRIZES
and $581.25 for each $1,000 original principal amount of the
Premium PHONES, if validly tendered before 5:00 p.m., New York
City time, on May 19, 2003. After May 19, 2003, but before the
expiration of the offers at 5:00 p.m., New York City time, on
June 4, 2003, unless extended by Cox, the Subordinated
Debentures will be purchased at a price of $37.50 per PRIZES and
$561.25 per Premium PHONES. In either case, holders of the
Subordinated Debentures who tender their securities will receive
accrued and unpaid interest and dividends up to but excluding
the settlement date. In addition, pursuant to the terms of the
PRIZES, each holder of record of the PRIZES on May 1, 2003 will
receive a regularly scheduled quarterly interest payment on May
15, 2003, regardless of whether such holder has tendered PRIZES
pursuant to the Offer to Purchase. A more comprehensive
description of the tender offers can be found in the Offer to
Purchase.

Morgan Stanley and Merrill Lynch & Co. are acting as dealer
managers and Georgeson Shareholder Communications Inc. is acting
as information agent in connection with the tender offers.
Morgan Stanley's Liability Management desk can be contacted at
(800) 624-1808 and Merrill Lynch's Liability Management desk can
be contacted at (888) 654-8637. For additional information
regarding the tender offers, reference should be made to the
Offer to Purchase and related Letter of Transmittal, copies of
which can be obtained from the information agent at (800) 813-
3269. Banc of America Securities LLC and SunTrust Robinson
Humphrey are serving as co-managers for the tender offers.
Neither Cox nor any of the dealer managers, the co-managers, or
the information agent makes any recommendation as to whether or
not holders should tender their Subordinated Debentures pursuant
to the offers.

Cox Communications, whose December 31, 2002 balance sheet shows
a working capital deficit of about $110 million, is a
full-service telecommunications provider, serving 537,000
customers and employing 2,400 individuals throughout San Diego
County. The company offers an array of services, including Cox
Cable, Cox Digital Cable, Cox High Speed Internet, local and
long distance telephone through Cox Digital Telephone,
Entertainment on Demand, Cox High Definition Cable, Home
Networking, and Cox Business Services. Cox Communications also
owns and operates Channel 4 San Diego, the television home of
the Padres and award-winning local programming. To date, the
company has deployed more than 70,000 glass miles of fiber optic
cable. The nation's fourth-largest cable television company, Cox
Communications serves approximately 6.3 million customers
nationwide. It has been operating in San Diego County since
1961.


CRESCENT REAL: Achieves Q1 2003 Results Within Expected Range
-------------------------------------------------------------
Crescent Real Estate Equities Company (NYSE:CEI) announced
results for the first quarter 2003. Funds from operations for
the three months ended March 31, 2003 was $41.4 million. These
compare to FFO of $64.1 million for the three months ended
March 31, 2002. FFO is a supplemental non-GAAP financial
measurement used in the real estate industry to measure and
compare the operating performance of real estate companies. A
reconciliation of FFO to GAAP net income for the Company is
included in the financial statements accompanying this press
release. Net loss available to common shareholders for the three
months ended March 31, 2003 was $19.3 million. This compares to
net income of $10.6 million for the three months ended March 31,
2002.

According to John C. Goff, Chief Executive Officer, "We have
achieved first quarter results within our expected range. As we
monitor the impact of domestic and foreign affairs on the
economy and our business, we continue to believe that our
markets will be among the first to benefit when a recovery
starts to take shape. Currently, we are projecting job growth,
the major driver of office demand, to show some positive signs
at the end of 2003 or beginning of 2004. Until then, we believe
we remain well positioned to weather the current economic
environment."

On April 15, 2003, Crescent announced that its Board of Trust
Managers had declared cash dividends of $.375 per share for
Common, $.421875 per share for Series A Convertible Preferred,
and $.59375 per share for Series B Redeemable Preferred. The
dividends are payable May 15, 2003, to shareholders of record on
May 1, 2003.

                    BUSINESS SECTOR REVIEW

Office Sector (67% of Gross Book Value of Real Estate Assets as
of March 31, 2003)

Operating Results

Office property same-store net operating income declined 10.1%
for the three months ended March 31, 2003 over the same period
in 2002 for the 25.0 million square feet of office property
space owned during both periods. Average occupancy for these
properties for the three months ended March 31, 2003 was 84.9%
compared to 90.4% for the same period in 2002. As of March 31,
2003, the overall office portfolio's leased occupancy was 87.0%,
and its economic occupancy was 85.7%. During the three months
ended March 31, 2003 and 2002, Crescent received $2.0 million
and $1.2 million, respectively, of lease termination fees.
Crescent's policy is to exclude lease termination fees from its
same-store NOI calculation.

The Company leased 939,000 net rentable square feet during the
three months ended March 31, 2003, of which 598,000 square feet
were renewed or re-leased. The weighted average full service
rental rate (which includes expense reimbursements) decreased
10% over the expiring rates for the leases of the renewed or re-
leased space. All of these leases have commenced or will
commence within the next twelve months. Tenant improvements
related to these leases were $1.94 per square foot per year and
leasing costs were $1.00 per square foot per year.

Denny Alberts, President and Chief Operating Officer, commented,
"As expected in the first quarter, our total office economic
occupancy declined by 1.5 points, down to 85.7% from 87.2% at
year end. This was primarily due to three significant lease
expirations - Northern Telecom, Inc. with 147,000 square feet
and AmCareco, Inc. with 63,000 square feet, both in Dallas, and
Burlington Northern Railroad with 66,000 square feet in Fort
Worth.

In the first quarter, we signed leases for 939,000 square feet
which brings our total leases signed that will commence in 2003
to 2.8 million square feet. The weighted average full service
rental rate of these signed leases is $21.77 per square foot.

Further, we have approximately 3.1 million square feet of gross
leases expiring by the end of the year (as indicated in our
first quarter supplemental operating and financial data report).
To date, 67% of that expiring space has been addressed - 46% by
signed leases and 21% by leases in final negotiation. The
weighted average full service rental rate for those expirations
is $20.35 per square foot."

Resort and Residential Development Sector (22% of Gross Book
Value of Real Estate Assets as of March 31, 2003)

Destination Resort Properties

Same-store NOI for Crescent's five resort properties declined
15% for the three months ended March 31, 2003 over the same
period in 2002. The average daily rate increased 4% and revenue
per available room declined 2% for the three months ended March
31, 2003 compared to the same period in 2002. Weighted average
occupancy was 71% for the three months ended March 31, 2003
compared to 75% for the three months ended March 31 2002.

Upscale Residential Development Properties

Crescent's overall residential investment generated $5.3 million
in FFO for the three months ended March 31, 2003. This compares
to $15.6 million in FFO generated for the three months ended
March 31, 2002.

According to Alberts, "The $5.3 million in FFO in the first
quarter of 2003 was in line with our plan. The first quarter
2002 FFO results were exceptionally high as a result of 158
condominium closings in Colorado as well as unusually strong
commercial land sales at The Woodlands."

Investment Sector (11% of Gross Book Value of Real Estate Assets
as of March 31, 2003)

Business-Class Hotel Properties

Same-store NOI for Crescent's four business-class hotel
properties increased 18% for the three months ended March 31,
2003 over the same period in 2002. The average daily rate
increased 1% and revenue per available room increased 16% for
the three months ended March 31 2003 compared to the same period
in 2002. Weighted average occupancy was 75% for the three months
ended March 31, 2003 compared to 65% for the three months ended
March 31, 2002.

Temperature-Controlled Facilities Investment

Crescent's investment in temperature-controlled facilities
generated $7.0 million in FFO for the three months ended March
31, 2003. This compares to $5.4 million of FFO generated for the
three months ended March 31, 2002.

Crescent Real Estate Equities Company (NYSE: CEI) is one of the
largest publicly held real estate investment trusts in the
nation. Through its subsidiaries and joint ventures, Crescent
owned and managed, as of March 31, 2003, a portfolio of 73
premier office properties totaling 29.5 million square feet
located primarily in the Southwestern United States, with major
concentrations in Dallas, Houston, Austin and Denver. In
addition, the Company has investments in world-class resorts and
spas and upscale residential developments.

                         *    *    *

As previously reported in Troubled Company Reporter, Standard &
Poor's affirmed its ratings on Crescent Real Estate Equities
Co., and Crescent Real Estate Equities L.P., and removed them
from CreditWatch, where they were placed on Jan. 23, 2002.  The
outlook remains negative.

          Ratings Affirmed And Removed From CreditWatch

     Issue                           To            From

Crescent Real Estate Equities Co.
  Corporate credit rating            BB            BB/Watch Neg
  $200 million 6-3/4%
     preferred stock                 B             B/Watch Neg
  $1.5 billion mixed shelf   prelim B/B+   prelim B/B+/Watch Neg

Crescent Real Estate Equities L.P.
   Corporate credit rating           BB            BB/Watch Neg
   $150 million 6 5/8% senior
      unsecured notes due 2002       B+            B+/Watch Neg
   $250 million 7 1/8% senior
      unsecured notes due 2007       B+            B+/Watch Neg


CUMULUS MEDIA: First-Quarter 2003 Results Reflect Strong Growth
---------------------------------------------------------------
Cumulus Media Inc. (NASDAQ: CMLS) reported financial results for
the three months ended March 31, 2003.

Lew Dickey, Chairman, President and Chief Executive Officer,
commented, "This quarter was marked by key accomplishments
including: an optimization of our capital structure, important
strategic acquisitions, and strong operating performance in a
difficult environment. We are building a strong platform that
generates tremendous free cash flow and are well-positioned to
continue to consolidate our space."

     Results of Operations Three Months Ended March 31, 2003
        Compared to the Three Months Ended March 31, 2002

Net revenues for the first quarter of 2003 increased from $45.1
million to $58.0 million, a 28.5% increase from the first
quarter of 2002, primarily as a result of acquisitions completed
in the first quarter of 2002 combined with increases in local
and national revenues over the prior year period. Station
operating expenses increased from $33.6 million to $41.1
million, an increase of 22.2% over the first quarter of 2002,
primarily as a result of acquisitions completed in the first
quarter of 2002. Station operating income (defined as operating
income before depreciation and amortization, LMA fees, corporate
general and administrative expenses, non-cash stock compensation
and restructuring charges) increased from $11.5 million to $16.9
million, an increase of 46.9% from the first quarter of 2002.

On a pro forma basis, which includes the results of all
transactions completed during the three month period as if each
were consummated at the beginning of the earliest periods
presented, net revenues for the first quarter of 2003 increased
from $57.0 million to $57.6 million, an increase of 1.1% from
the first quarter of 2002. Pro forma station operating income
(defined as operating income (loss) before depreciation,
amortization, LMA fees, corporate general and administrative
expense, non-cash stock compensation, restructuring charges; and
excluding the results of Broadcast Software International)
increased from $16.2 million to $16.9 million, an increase of
4.5% from the first quarter of 2002. Pro forma station operating
income margin (defined as pro forma station operating income as
a percentage of pro forma net revenues) increased to 29.3% for
the first quarter of 2003 from 28.4% for the first quarter of
2002.

Interest expense decreased by $0.7 million to $6.3 million as
compared with $7.0 million during the prior year. This decrease
was primarily due to lower interest expense associated with
lower outstanding levels of the Company's 10-3/8% Senior
Subordinated Notes and a gain realized in connection with
adjusting the fair market value of certain derivative
instruments.

Losses on early extinguishments of debt were $3.1 million for
the quarter as compared with $6.3 million during the prior year.
Losses during the current year were the result of premiums paid
in connection with the repurchase of $30.1 million in aggregate
principal of the Notes. Losses during the prior year were the
result of the retirement of the Company's then existing credit
facility and the write-off of previously capitalized debt
issuance costs.

Income tax expense decreased $56.6 million to $5.8 million
compared to $62.4 million during the first quarter of 2002. Tax
expense incurred in the current year, comprised entirely of
deferred tax expense, was recorded to establish valuation
allowances against net operating loss carry-forwards generated
during the quarter. We expect tax expense for the second quarter
of 2003 to be consistent with the first quarter. Tax expense in
the prior year was comprised primarily of a non cash charge
recognized to establish a valuation allowance against the
Company's deferred tax assets upon the adoption of SFAS No. 142,
"Goodwill and Other Intangible Assets."

Net loss for the quarter decreased to $6.3 million for the
quarter for the reasons discussed above and due to a $41.7
million after-tax loss incurred in the prior year related to the
cumulative effect of a change in accounting principle as a
result of adopting SFAS No. 142.

Preferred stock dividends and redemption premiums for the first
quarter of 2003 decreased $3.7 million to $0.9 million compared
to $4.6 million in the prior year, primarily as a result of
lower accrued dividends in the current quarter attributable to
fewer outstanding shares of its 13-3/4% Series A Cumulative
Exchangeable Redeemable Preferred Stock due 2009. During the
third and fourth quarters of 2002, the Company repurchased
120,321 shares of the Series A Preferred Stock. This decrease
was partially offset by $0.6 million in redemption premiums paid
during the first quarter of 2003 associated with the repurchase
of 4,900 shares of the issue. As of March 31, 2003, there were
9,268 shares of Series A Preferred Stock outstanding, valued at
$9.3 million.

Basic and diluted loss per share was $0.12 per common share for
the first quarter as compared with $3.28 in the prior year.
Excluding losses on early extinguishments of debt, premiums paid
on the redemption of Series A Preferred Stock, the $41.7 million
cumulative effect of a change in accounting principle, net of
tax (incurred in 2002) and the $57.9 million non cash deferred
tax charge (incurred in 2002), the Company's basic and diluted
loss per share would have been $0.06 versus a loss of $0.37 in
the prior year.

Leverage and Financial Position Capital expenditures for the
first quarter of 2003 totaled $1.6 million. Leverage, defined
under the terms of the Company's credit facility as total
indebtedness divided by trailing 12-month EBITDA as adjusted for
certain non-recurring expenses, was 4.9x at March 31, 2003.

In March 2003, the Company entered into a fixed-rate swap
agreement to reduce interest rate fluctuations on the interest
rate payment stream of its floating rate bank borrowings. The
interest rate swap agreement, which has a notional amount of
$300.0 million and a fixed rate of 2.0%, expires in March 2006.
This swap is accounted for as a qualifying cash flow hedge of
the interest payments on the Company's term loan borrowings in
accordance with SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities." In securing the fixed-rate
swap agreement, the Company also sold an option to the counter
party to the swap which allows the counter party to extend the
terms of the swap agreement for an additional two years beyond
the three year term of the swap agreement.

On April 30, 2003, the Company announced the successful
completion of a tender offer and consent solicitation relating
to its outstanding Notes. In the tender, $88.8 million in
principal amount of the Notes were repurchased by the Company
and canceled, leaving $13.7 million of the Notes outstanding.
Pursuant to the consent solicitation, substantially all of the
restrictive covenants in the indenture governing the Notes were
eliminated. The outstanding Notes may be called for redemption
by the Company at any time after July 1, 2003. Concurrently with
the completion of the tender offer and consent solicitation, the
Company received financing in the form of a new $325.0 million
Tranche C term loan under its existing credit agreement. Cumulus
used the proceeds from the Tranche C term loan to pay the
consideration for the tendered Notes and the consents that were
delivered, and to repay the $175.0 million Tranche B term loan
outstanding, and $30 million in outstanding revolving loan
borrowings, under its existing credit agreement. For the second
quarter of 2003, the Company will record losses on the early
extinguishment of debt of approximately $11.1 million related to
the refinancing and Notes repurchases.

Including the results of all pending acquisitions operated as of
March 31, 2003, the ratio of net long-term debt and preferred
stock (pro forma for the April repurchases of the Notes pursuant
to the tender offer and related refinancing) to trailing 12-
month pro forma EBITDA as of March 31, 2003 is approximately
5.2x.

                 Acquisitions and Dispositions

On January 31, 2003, the Company completed the acquisition of
WDDO-AM, WDEN-AM, WAYS-FM, WMAC-AM, WDEN-FM, WPEZ-FM, WMKS-FM
and WMGB-FM serving the Macon, Georgia market (Arbitron market
rank #154) from U.S. Broadcasting Limited Partnership, for
approximately $35.5 million in cash. This eight-station cluster
has been operated by the Company under the terms of a local
marketing agreement since October 1, 2002.

On January 10, 2003, the Company completed the acquisition of
WKSM-FM, WNCV-FM, WYZB-FM, WZNS-FM and WFTW-AM serving the Ft.
Walton Beach, Florida market (Arbitron market rank # 217) from
East Mississippi Broadcasters, Inc. In connection with the
acquisition the Company paid approximately $28.5 million in cash
and 95,938 shares of Class A Common Stock. This five-station
cluster has been operated by the Company under the terms of a
local marketing agreement since October 1, 2002.

Cumulus Media Inc. is the second largest radio company in the
United States based on station count. Giving effect to the
completion of all announced pending acquisitions and
divestitures, Cumulus Media Inc. will own and operate 268 radio
stations in 55 mid-size and smaller U.S. media markets. The
Company's headquarters are in Atlanta, Georgia, and its web site
is http://www.cumulus.com Cumulus Media Inc. shares are traded
on the NASDAQ National Market under the symbol CMLS.

As reported in Troubled Company Reporter's April 04, 2003
edition, Standard & Poor's Ratings Services assigned its 'B+'
rating to Cumulus Media, Inc.'s $325 million senior secured term
loan C due 2008. Proceeds were used to refinance existing debt
and fund the company's tender offer for its 10.375% senior
subordinated notes due 2008.

At the same time, Standard & Poor's affirmed its 'B+' corporate
credit rating on the company. The outlook is stable. Atlanta,
Ga.-based radio operator Cumulus had total debt outstanding of
approximately $433.7 million at Dec. 31, 2002.


DAISYTEK INT'L: 400 Layoffs & Two Distribution Center Closings
--------------------------------------------------------------
Daisytek International Corp. (Nasdaq:DZTK) continues to
restructure portions of its United States operations in an
ongoing effort to improve the company's financial situation and
ease the liquidity constraints currently impacting some of the
company's U.S. business units.

Daisytek announced the following developments:

        --  On Monday, May 5, 2003, the company carried out a
            significant reduction in the U.S. workforce at
            Daisytek's headquarters in Allen, including both
            parent company and U.S. supplies operations
            employees, as well as in its warehouse distribution
            facility in Memphis. Combined with additional cuts
            within recent weeks in Allen, Memphis and satellite
            distribution centers in Albany, NY and Bakersfield,
            Calif., the total number of employees recently
            released is approximately 400.

        --  The Albany and Bakersfield distribution centers of
            the company's U.S. supplies business are no longer
            operational; the Memphis facility is operating with
            a significantly reduced staff and has ceased order
            shipment. Employees and services at Daisytek
            subsidiaries Arlington Industries, Digital Storage
            and The Tape Company and foreign subsidiaries were
            not affected.

        --  Customer orders received at the Allen facility are
            being diverted to Daisytek's subsidiaries, including
            Arlington Industries and Digital Storage. Customers
            may call 1-800-887-3040 to place an order with
            Arlington or 1-800-232-3475 to place an order with
            Digital Storage.

Daisytek continues to pursue financial alternatives that would
allow the company to continue to meet its obligations. These
options include but are not limited to negotiating with parties
interested in purchasing portions of the company's assets and,
if necessary, voluntary filing to reorganize certain aspects of
its U.S. business under Chapter 11 of the U.S. Bankruptcy Code.
If the company were to elect this course of action, management
anticipates that its foreign subsidiaries in Europe, Australia,
Mexico, Canada and Argentina would not be included in any
bankruptcy filing in the United States.

Daisytek's foreign subsidiaries utilize separate foreign credit
facilities and are continuing to operate in normal course. The
company believes that a "wall of separation" exists around the
foreign subsidiaries. The foreign credit facilities have a
perfected lien on inventory and accounts receivable. Further,
the underlying inventory within the foreign subsidiaries is
subject to the claims of vendors under retention of title
statutes in the various countries. The company believes that the
underlying assets and operations of the foreign subsidiaries are
not subject to the jurisdiction of the U.S. Bankruptcy Courts,
and that the underlying assets are not subject to liens of the
U.S. lending syndicate.

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.


DENNY'S CORP: Same-Store Sales & Guest Count Fall in April 2003
---------------------------------------------------------------
Denny's Corporation (OTCBB: DNYY) (formerly, Advantica
Restaurant Group) reported same-store sales for its company-
owned Denny's restaurants during the four-week period ended
April 23, 2003, compared with the same period in fiscal year
2002.
                               Four Weeks
Sales:                         April 2003
---------------------------   ------------
Same-Store Sales                 (1.7%)
   Guest Check Average            3.4%
   Guest Counts                  (4.9%)


Restaurant Counts:               4/23/03     12/25/02
---------------------------   ------------  -----------
   Company-owned                   563          566
   Franchised                    1,091        1,095
   Licensed                         15           15
                              ------------ ------------
                                 1,669        1,676

Denny's is America's largest full-service family restaurant
chain, operating directly and through franchisees 1,669 Denny's
restaurants in the United States, Canada, Costa Rica, Guam,
Mexico, New Zealand and Puerto Rico. For further information on
the Company, including news releases, links to SEC filings and
other financial information, please visit the Denny's Web site
at http://www.dennys.com

At December 25, 2002, the Company's balance sheet shows a total
shareholders' equity deficit of about $280 million.


DIGITAL FUSION: Nasdaq to Delist Shares Effective Tomorrow
----------------------------------------------------------
Digital Fusion, Inc. (Nasdaq:DIGF), a business and information
technology (IT) services provider, has received notice from The
Nasdaq Stock Market of the determination by the Nasdaq Listing
Qualifications Panel that the Company's common stock will no
longer be listed by The Nasdaq SmallCap Market effective at the
opening of business Friday, May 9, 2003.

Digital Fusion's common stock will be eligible for trading on
the Over-the-Counter Bulletin Board effective with the opening
of business Friday, May 9, 2003. The OTC Bulletin Board(R) is a
regulated quotation service that displays real-time quotes,
last-sale prices, and volume information in over-the-counter
equity securities. Information regarding the OTC Bulletin Board,
including stock quotations, can be found at http://www.otcbb.com

Digital Fusion's ticker symbol will remain "DIGF" on the OTC
Bulletin Board. However, some Internet quotation services add an
"OB" to the end of the symbol and will use "DIGF.OB" for the
purpose of providing stock quotes.

"This decision by Nasdaq was anticipated and does not affect our
day-to-day operations," said Roy E. Crippen, III, Digital
Fusion's president and CEO. "Our primary focus is on building
our business toward growth and profitability. We are continuing
to make progress toward those goals this quarter, and ultimately
the company's value will reflect what we build more than where
our stock is listed."

Digital Fusion is a business and information technology
consulting company helping its customers make the most of
technology to access business information, enhance the
performance of their human resources and meet their business
needs.

Digital Fusion provides a range of services in business process
and application strategy and development, including Enterprise
Application Solutions, IT Consulting and IT Support and
Integration. Based in the eastern U.S., Digital Fusion has
offices in New York, Washington D.C., Philadelphia, Orlando,
Huntsville, and New Jersey. For additional information about
Digital Fusion visit http://www.digitalfusion.com

                        *      *      *

As previously reported, IBS Interactive d.b.a. Digital Fusion
incurred losses of $11,412,000 and $18,062,000 in 2001 and 2000,
respectively and cash flow deficiencies from operations of
$513,000 and $6,837,000 in 2001 and 2000, respectively. The
losses and cash flow deficiencies in 2000 and prior years caused
the Company to receive an unqualified opinion with an
explanatory paragraph for a going concern in its December 31,
2000 consolidated financial statements.  During late 2000 and
early 2001, the Company restructured its operations.  This
included selling or shutting down unprofitable business
units/division, streamlining its continuing business units and
settling its debts associated with business units/division that
were shut down or sold.


EATERIES INC: Red Ink Flows in First Quarter 2003
-------------------------------------------------
Vincent F. Orza, Jr., Chairman and Chief Executive Officer of
Eateries, Inc. (OTC Bulletin Board: EATS), announced the results
for the first quarter ended March 30, 2003.

As a result of the sale of 13 Garcia's Mexican Restaurants in
2002, the Company's revenues for the first quarter of 2003 were
$19,413,000, a decrease of 24.8% over the $25,808,000 realized
in the same quarter of 2002.  The Company reported a loss of
$336,000 for the first quarter 2003 compared to net income of
$242,000 for the first quarter 2002.  EBITDA decreased to
$474,000 for the first quarter 2003 versus $1,585,000 for the
same period in 2002.

"Company revenues have declined due to the sale of Garcia's in
2002 as well as a 3.3% decline in Garfield's Restaurant & Pub's
same store sales.  The sales decline at Garfield's was primarily
due to adverse economic conditions and the war in Iraq which
severely impacted traffic in our mall stores across the U.S.
Consequently, earnings were adversely affected as well.
Garfield's System-wide sales increased 5.2% to $21,174,000 in
2003 from $20,122,000 in 2002.  This increase was primarily due
to growth in our franchise program," said Orza.

"Having disposed of 13 of its 17 Garcia's in 2002, the Company
can now focus on Garfield's.  Food and labor costs were over
budget during the first quarter.  We are focusing on stabilizing
those problem areas as well as increasing our advertising budget
to regain sales momentum.  Additionally, we signed one new
franchise group in the first quarter," stated Orza.

Eateries, Inc. owns, operates, franchises and licenses 63
restaurants under the names of Garfield's Restaurant and Pub,
Garcia's Mexican Restaurants and Pepperoni Grill and Italian
Bistro Restaurants in 20 states.

Eateries Inc.'s Year-End 2002 balance sheet shows a working
capital deficit of about $2.7 million, while its total
shareholders' equity further dwindled to about $960,000 from
about $7 million recorded a year ago.


ENCOMPASS SERVICES: Court to Consider Plan on May 21, 2003
----------------------------------------------------------
On April 9, 2003, the U.S. Bankruptcy Court for the Southern
District of Texas, approved the Second Amended Disclosure
Statement prepared by Encompass Services Corporation and its
debtor-affiliates to explain their Reorganization Plan. Judge
Greendyke found that the Disclosure Statement contains the right
kind of information within the meaning of Sec. 1125 of the
Bankruptcy Code to allow creditors to make informed decisions
whether to approve or reject the plan.

Subsequently, the Court fixes May 21, 2003 at 11:00 a.m. Central
Time, as the date and time for the proposed confirmation of the
Debtors' Plan.

Objections, if any, to the confirmation of the Debtors' Plan
must be received by the Bankruptcy Court on or before May 15,
with copies also sent to:

        1. The Debtors
           Encompass Services Corp.
           3 Greenway Plaza, Suite 2000
           Houston, TX 77046
           Attn: Gray Muzzy

        2. Counsel for the Debtors
           Weil, Gotshal & Manges LLP
           700 Louisiana, Suite 1600
           Houston, TX 77002
           Attn: Alfredo R. Perez, Esq.

        3. Counsel for the Unsecured Creditors' Committee
           Andrews & Kurth LLP
           600 Travis Street, Suite 4200
           Houston, TX 77002
           Attn: Hugh M. Ray, Esq.

        4. Counsel for the Secured Lenders
           Winstead Sechrest & Minick P.C.
           1201 Elm Street, Suite 5400
           Dallas, Texas 75270-2199
           Attn: R. Michael Farquhar, Esq.

        5. Office of the U.S. Trustee (Region 7)
           515 Rusk Street, Suite 3516
           Houston, Texas 77002
           Attn: Hector Duran

        6. Counsel for the Debtors' Surety Providers
           Manier & Herod
           One Nasville Place, Suite 2200
           150 Fourth Avenue North
           Nashville, TN 37219
           Attn: Thomas T. Pennington, Esq.

Encompass Services Corp. and its debtor-affiliates filed for
Chapter 11 relief on Nov. 19, 2002, (Bankr. S.D. Tex. Case No.
02-43582). Alfredo R. Perez, Esq., at Weil, Gotshal & Manges
LLP represents the Debtors in their restructuring efforts.


ENRON CORP: Woos Court to Clear Master Definitive Agreement
-----------------------------------------------------------
Pursuant to Section 363 of the Bankruptcy Code and Rule 9019 of
the Federal Rules of Bankruptcy Procedure, Enron Wind System,
LLC, Enron Wind LLC and ZWHC LLC -- the Wind Debtors -- ask the
Court to approve the execution, delivery and performance of:

    (a) a Master Definitive Agreement;

    (b) Power Purchase Agreements Amendments;

    (c) a Payment and Release Agreement; and

    (d) certain related Agreements in connection therewith,
        including, without limitation, the Promissory Notes and
        the Escrow Agreements.

The Enron Parties, including Enron Wind Systems, ZWHC and
certain non-debtors, including Cabazon Power Partners LLC, Zond
Windsystem Partners, Ltd. Series 85-A and Zond Windsystem
Partners, Ltd. Series 85-B -- the Project Parties -- own or
manage wind power projects with an aggregate capacity of
approximately 227 megawatts.  Enron Wind indirectly owns
interests in each of these projects ranging from 1% to 100%,
including a 50% interest in each of the Sky River project and
the Victory Garden Phase IV project.  All of the power produced
by these projects is sold to Edison under the PPAs.

Martin A. Sosland, Esq., at Weil, Gotshal & Manges LLP, in New
York, relates that in May 2001, certain of the Project Companies
brought claims against Southern California Edison Company in the
California State Court as a result of Edison's failure to make
payments for energy delivered by certain of the Project
Companies during the period of November 1, 2000 through
March 26, 2001. Edison is the regulated investor-owned utility
serving much of Southern California.  Edison purchases all of
the power generated by the projects pursuant to the PPAs.

In June 2001, certain of the Project Companies each entered into
agreements with Edison resolving the disputes and the Project
Companies stayed the state court action for a period of time.
However, Mr. Sosland notes that Edison failed to make the
payments to certain of the Project Companies required
under the June 2001 agreements and, once the stay expired,
certain of the Project Companies recommenced the state court
action against Edison to collect amounts due to them under the
PPAs.  This case remains pending in the California state court
-- the "Cabazon Litigation".

In April 2000, Enron filed an application with the SEC, in which
Enron claimed exemptions under Sections 3(a)(3) and 3(a)(5) of
the PUHCA.  These exemptions are available to a company that is
only "incidentally" a holding company by virtue of being
primarily engaged in other businesses or which does not derive a
"material part" of its income from public utility subsidiaries.
Based on Enron's operations at the time of the 2000 Application
and recent SEC precedent, Enron believed that it was entitled to
claim these exemptions.

On March 26, 2002, Edison filed a Motion to Intervene and
Opposition to Enron's 2000 Application, asserting that the 2000
Application should be denied on various grounds.  The SEC held a
hearing on December 5, 2002 with respect to the 2000
Application and another exemption application.  On February 6,
2003, the Chief Administrative Law Judge of the SEC issued an
initial decision denying the exemptions.  Although Enron intends
to file a petition for review of the SEC Order with the full
SEC, if Enron loses its exempt status under Sections 3(a)(3) and
3(a)(5), it will jeopardize the QF status of the projects in
which Enron indirectly owns more than 50% of the equity
interests.

On the other hand, Mr. Sosland says that on October 24, 2002,
the Federal Energy Regulatory Commission initiated an
investigation and hearing into whether certain of the Project
Companies' projects satisfied the statutory and regulatory
requirements for QF status following a transfer of ownership in
the facilities by Enron in 1997 to RADR ZWS LLC.  The order
initiating the investigation states that allegations in certain
criminal and civil proceedings involving Enron initiated by the
United States Department of Justice and the SEC raised questions
as to whether this transfer of ownership may have been
fraudulent.  The basic issue before FERC with respect to these
projects is whether the transfers of ownership were
bona fide or in fact allowed Enron to retain control over or
receive economic benefits from the projects in a way that would
violate PURPA or FERC's regulations promulgated thereunder that
limit ownership by a "public utility" to more than 50%.

On October 28, 2002, Edison filed a separate Petition for
Declaratory Order and Revocation of Qualifying Facility Status
and related papers at FERC seeking to have the QF status of the
projects named in the FERC investigation revoked and adding the
projects owned by three other Project Companies.  This action
was recently consolidated by FERC with its own investigation.
Edison's allegations are generally similar to the issues raised
by FERC but add certain other allegations, particularly with
respect to the additional Project Companies, which were not the
subjects of the ownership transfers being questioned by FERC.
Edison alleges that it is entitled to refunds from the Project
Companies aggregating over $150,000,000, based on the assertion
that, if the projects were not in fact QFs during the applicable
time periods, Edison should have paid a significantly lower rate
for the power it purchased.

Furthermore, FPL Energy, LLC affiliates, which own 50% interests
in each of the Sky River project and the VGIV project, assert
that, pursuant to certain indemnification and other agreements,
the Enron Parties must indemnify them for any losses incurred by
Sky River and VGIV on account of any loss of QF status resulting
from the issues pending before the SEC and FERC.

The Enron Parties believe that they have meritorious defenses to
the allegations raised by Edison at the SEC and FERC and have
presented those defenses in responsive papers at FERC and at an
administrative hearing before the SEC.  Although the initial
decision issued by the SEC's administrative law judge denies
Enron's exemption applications, Enron intends to file a petition
for review of such decision, and the Wind Debtors continue to
believe that their projects at all times complied with the QF
Requirements set forth in PURPA and FERC's implementing
regulations.  Should their defenses ultimately prove
unsuccessful, the Enron Parties and the Enron Wind estates face
substantial exposure to Edison's claims and FPLE's
indemnification claims.

However, Mr. Sosland points out that a significant obstacle
facing the Enron Parties is that certain of the allegations
raised at FERC result from statements contained in a criminal
plea agreement between Michael Kopper, a former Enron executive,
and the Department of Justice.  Moreover, the presence of
criminal charges makes doubtful the availability of testimony
from key individuals that otherwise would likely challenge or
rebut allegations and assertions of the adverse parties and
support the projects' compliance with PURPA and FERC's
regulations.  Thus, while Enron believes that it has strong
arguments for prevailing at both the SEC and FERC, there can be
no assurance that this will be the case, and the estates face
significant financial risks and legal costs that can be avoided,
in major part, through the proposed settlement with Edison.

Accordingly, the parties underwent extensive and complex
multilateral negotiations.  The negotiation resulted in the
proposed settlement.

A. The Master Definitive Agreement

   The Master Definition Agreement has these salient terms:

   -- Edison will receive a capacity price reduction under
      each of the PPAs identified in the MDA for the remainder
      of the current term;

   -- The amounts due to the sellers under the MDA PPAs that
      Edison has not paid will be forgiven;

   -- The QF issue for the Project Companies is resolved under
      the MDA PPAs;

   -- The parties will mutually release each other from the
      claims encompassed in the disputes; and

   -- All litigation among the parties with respect to the
      foregoing will be withdrawn or dismissed.

   According to Mr. Sosland, certain provisions of the MDA are
   conditioned on approval by this Court, the FERC and the
   California Public Utilities Commission, and the parties have
   agreed to seek a stay of litigation pending receipt of these
   approvals.

B. The Payment and Release Agreement

   The PRA is between the FPLE Parties and Enron Wind Systems,
   Sky River LLC and Victory Garden LLC, the latter two entities
   being the Enron Wind affiliates that own the 50% partnership
   interests in Sky River and VGIV.  The PRA provides in
   pertinent part that:

   -- The FPLE Parties will pay Enron Wind Systems $5,000,000 to
      balance the economic impact of the settlement with Edison
      as proposed in the MDA as between Sky River, VGIV and the
      other Project Companies owned and/or managed by affiliates
      of the Wind Debtors; and

   -- The FPLE Parties release the Enron Parties from all claims
      arising from:

        (a) a breach of the Sky River and VGIV partnership
            agreements and certain related agreements with
            respect to the status of Sky River and VGIV as QFs;

        (b) any matter asserted in the FERC proceedings; and

        (c) any failure of Sky River or VGIV to maintain QF
            status as a result of the action or inaction of any
            Enron Party.

   The PRA is subject to Court approval and the satisfaction of
   the conditions to the MDA's full effectiveness.

C. "Make-Whole" Transactions, Promissory Notes, and Escrow
   Arrangement

   With respect to those Project Companies and certain other
   entities that sell power under the MDA PPAs that were not the
   subject of the allegations arising from alleged wrongful
   conduct at Enron relating to the RADR Transactions, Enron
   Wind Systems proposes these transactions through which it
   will make up the difference between the estimated amount the
   Subject Project Companies would have received had the price
   reduction and debt forgiveness not been agreed to with Edison
   and the estimated amount the Subject Project Companies will
   receive from Edison as a result of the proposed settlement.
   For its own business reasons, Mr. Sosland explains that
   Edison was unwilling to consider a settlement that was not
   identical for all the Subject Project Companies from which it
   purchased power under the MDA PPAs.  Because the Subject
   Project Companies are, arguably, not affected by the
   allegations of wrongdoing the Wind Debtors believe that the
   "make-whole" structure and transactions for these parties is
   a necessary and appropriate part of the proposed settlement.
   To evidence the "make-whole" structure, Enron Wind Systems
   will issue promissory notes payable to the partnerships and
   other entities affiliated with each of the Subject Project
   Companies and having an aggregate original principal amount
   of $9,323,412.  The Promissory Notes will become effective
   upon the satisfaction of the conditions to the MDA's full
   effectiveness.

   Promissory Notes having an original principal amount equal
   to $3,667,423 will be issued to 85-A and 85- B.  Enron Wind
   Systems' obligations under the 85-A and B Notes will be
   set off against current outstanding obligations owed by 85-A
   and 85-B to Enron Wind Systems.

   The remaining Promissory Notes will have an original
   principal amount equal to $5,655,989.  The original principal
   amount of each of the Promissory Notes will equal, on a net-
   present value basis, the amount estimated by Enron Wind
   Systems to be the shortfall between the estimated revenue
   received from Edison under the PPA Amendments and the
   estimated revenue that would have been received had the PPAs
   not been amended including any waived accounts receivable.
   Interest on the Promissory Notes will accrue at a rate per
   annum equal to 3.46%, or the LIBOR Rate as of February 3,
   2003, plus 2%. Principal and interest under the Promissory
   Notes will be payable on a quarterly basis, with final
   payments with respect to each Promissory Note to be made in
   full at or prior to the time the final payments under the
   applicable PPA would have become due had they not been
   amended.

   To support the payment of principal and interest under the
   Promissory Notes, Enron Wind Systems will place into an
   escrow account to be maintained by JPMorgan Chase Bank an
   amount equal to at least the Original Principal Amount.  The
   cash to be placed into the Escrow Account will be loaned to
   Enron Wind Systems by Enron Wind and will be evidenced by an
   inter-company note.  In the event Enron Wind Systems fails to
   pay any principal or interest under the Promissory Notes when
   due, the Subject Project Companies will be able to seek a
   disbursement of such amounts from the Escrow Account.  As
   principal under the Promissory Notes is paid to the Subject
   Project Companies, a corresponding amount will be reduced
   from the Escrow Account and disbursed to Enron Wind Systems.

Mr. Sosland contends that the Debtors' request is warranted
because:

    (a) without the Settlement Agreements, the Wind Debtors risk
        becoming subject to greater potential claims or
        obligations, or bear disproportionate burden; and

    (b) the Settlement Agreement will result in the final
        satisfaction of all claims between the Parties and
        substantial savings in administrative expenses and
        preservation the assets of the Wind Debtors' estates.
        (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.


EVERGREEN INT'L: S&P Junks Rating Over Potential Debt Default
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Evergreen International Aviation Inc. to 'CCC' from
'B+'. Ratings remain on CreditWatch, where they were placed June
21, 2002, due to concerns over access to sources of funding and
near-term liquidity. However, implications have been revised to
developing from negative.

Evergreen is in the process of refinancing its existing credit
agreement facility, which expires on May 7, 2003. About $265
million of bank debt is currently outstanding. Because the
refinancing may not be completed by the May 7 maturity date,
Evergreen is seeking a 30-day waiver or forbearance agreement
from its lenders while it pursues its new financing initiatives.
If the company does not obtain a waiver, this would represent a
payment default but lenders could agree not to pursue remedies
during a specified period under a forbearance agreement. The
rating action reflects the potential for a near-term default if
a waiver is not granted and refinancing plans are not finalized
within the next 30 days. If the company does not receive a
waiver before the facility expires, ratings are likely to be
lowered further. If the company does not successfully refinance
its bank debt, ratings are likely to be lowered to 'D'.

If the refinancing is completed as proposed, Standard & Poor's
will raise the corporate credit rating on Evergreen to 'B' and
remove the rating from CreditWatch. In addition, Standard &
Poor's would assign a 'B+' rating to the company's proposed $100
million bank credit facility due 2006 and a 'B-' rating to the
company's proposed $225 million senior second secured notes due
2010. The successful completion of the $225 million notes
offering is a condition precedent to the proposed bank
financing. The notes will be fully and unconditionally
guaranteed on a senior basis by Evergreen Holdings Inc. (the
parent company) and by all subsidiaries except Evergreen
Agricultural Enterprises Inc. and its subsidiaries and foreign
subsidiaries. The bank agreement is expected to have the same
guarantors. Guarantor subsidiaries represented 98.9% of
operating revenues, 99% of net income, and 94.6% of assets in
fiscal 2003 (fiscal year ended Feb. 28, 2003.)

"Current ratings reflect the potential for a near-term debt
default if waiver requests and refinancing plans are
unsuccessful," said Standard & Poor's credit analyst Lisa
Jenkins. "If the company successfully refinances its outstanding
debt as proposed, new ratings will be assigned, reflecting the
cyclical and competitive nature of Evergreen's airfreight
transportation business and its significant, albeit declining,
debt burden," the analyst continued.

McMinnville, Ore.-based Evergreen derives the majority of its
revenues and operating profits from Evergreen International
Airlines, its airfreight transportation subsidiary, which
operates a fleet of older B-747-100 and -200 widebody freighters
and smaller DC-9 freighter aircraft. The company also provides
ground logistics services; aircraft maintenance and repair
services; helicopter and small aircraft services; and aviation
sales and leasing.


EXIDE TECH.: Sues Arthur Hawkins, et. al. to Recover Transfers
--------------------------------------------------------------
Exide Technologies seeks to avoid fraudulent transfers pursuant
Section 548 of the Bankruptcy Court, and the turnover of
property pursuant to Section 542 of the Bankruptcy Code, against
defendants Arthur M. Hawkins, Douglas N. Pearson and Alan
Gauthier.

Laura Davis Jones, Esq., at Pachulski Stang Ziehl Young Jones &
Weintraub P.C., in Wilmington, Delaware, informs the Court that
the Debtors employed Mr. Hawkins until October 1998.  Mr.
Hawkins held the titles of Chairman, President and Chief
Executive Officer.  Mr. Pearson was also employed by the Debtors
until October 1998.  Mr. Pearson was President of Exide's North
American Operations.  The Debtors employed Mr. Gauthier until
August 1998 as Chief Financial Officer.

On March 22, 2001, Messrs. Hawkins, Pearson and Gauthier were
each indicted in the United States District Court for the
Southern District of Illinois on charges of conspiracy to commit
wire fraud and wire fraud.  After they were no longer employed
by the Debtors, through various state court litigation
proceedings, the Defendants compelled the Debtors to fund
certain of their litigation expenses under the theory that they
were entitled to indemnification under Delaware law.

Ms. Jones reports that the Debtors made indemnification payments
to, on behalf of, or for the benefit of, the Defendants within
one year prior to the Petition Date in these amounts:

       Arthur Hawkins               $735,363.08
       Douglas Pearson            $1,787,159.18
       Alan Gauthier                $661,298.87

The Defendants promised to repay all indemnification payments in
the event they were later found to be not entitled to
indemnification.  Subsequent to the receipt of the
indemnification payments, Messrs. Hawkins and Pearson have been
convicted of wire fraud and conspiracy to commit wire fraud,
while Mr. Gauthier pled guilty to making false and misleading
statements in violation of federal law.

Ms. Jones relates that the Payments were collectively, and each
individually, made on behalf of and to or for the benefit of,
the Defendants, who are alleged creditors of the Debtors.  The
Debtors received less than a reasonable equivalent value in
exchange for the Payments collectively, and each individually,
as the Defendants are not and were not entitled to
indemnification under Delaware law.  The Payments were
collectively, and each individually, made while the Debtors were
insolvent.

The Payments were collectively, and each individually, made
within the one-year period prior to the Petition Date.  The
Debtors are entitled to avoid the Payments collectively, and
each individually, pursuant to Section 548(a) of the Bankruptcy
Code. The Debtors are entitled to recover the full amount of the
Payments collectively, and each individually, from the
Defendants pursuant to Section 550(a) of the Bankruptcy Code.

The Hawkins Payments, Pearson Payments and Gauthier Payments
were compelled under and paid pursuant to Title 8, Section 145
of the Delaware Code.  Title 8, Section 145(e) of the Delaware
Code provides that Delaware Corporations may advance legal fees
to former officers only "upon receipt of an undertaking by or on
behalf of such director or officer to repay such amount if it
shall ultimately be determined that such person is not entitled
to be indemnified by the corporation as a result of this
section."  Title 8, Section 145(4) of the Delaware Code further
provides that a corporation has the power to indemnify officers
and directors "if the person acted in good faith and in a manner
the person reasonably believed to be in or not opposed to the
best interests of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to
believe the person's conduct was unlawful . . ."

Prosecuted for actions committed while an officer of the
Debtors, the Defendants have been convicted of wire fraud and
conspiracy to commit wire fraud in the United States District
Court for the Southern District of Illinois.  The Defendants did
not act in good faith, did not reasonably believe their actions
were in the best interests of the corporation, and had
reasonable cause to believe that their conduct was unlawful.
The Defendants were not and are not entitled to indemnification
under Title 8, Section 145 of the Delaware Code.

Pursuant to their undertaking, and pursuant to Title 8, Section
145(e) of the Delaware Code, the Defendants are required to
repay the Payments to the Debtors.  The Payments are not of
inconsequential value or benefit to the Debtors' estate.  The
Payments constitute property of the Debtors' estate that must be
turned over pursuant to Section 542(a) of the Bankruptcy Code
and represent a debt that is payable pursuant to Section 542(6)
of the Bankruptcy Code.

Accordingly, the Debtors ask the Court to enter an order:

    A. avoiding the Indemnification Payments as fraudulent
       transfers under Section 548(a) of the Bankruptcy Code and
       requiring the immediate repayment thereof;

    B. requiring the immediate turnover of the Indemnification
       Payments to the Debtors under Sections 542 and 550 of the
       Bankruptcy Code;

    C. disallowing any claims of the Defendants if they fail or
       refuse to turn over any avoided transfers to the Debtors;

    D. awarding the Debtors interest after judgment on account
       of the Indemnification Payments at the highest legal rate
       until the judgment is paid; and

    E. awarding the Debtors reasonable and necessary attorneys'
       fees through trial on this matter and for any subsequent
       appeals. (Exide Bankruptcy News, Issue No. 22; Bankruptcy
       Creditors' Service, Inc., 609/392-0900)


FLEETWOOD ENTERPRISES: Names Chris Braun as SVP for RV Group
------------------------------------------------------------
Fleetwood Enterprises, Inc. (NYSE: FLE), the nation's leader in
recreational vehicle sales and a leading producer and retailer
of manufactured housing, announced the appointment of
Christopher J. Braun to senior vice president -- RV Group.
Braun will be responsible for all functions of the Company's
recreational vehicle business, including operations, sales,
product development and marketing. The position had been vacant
for 20 months while Chuck Wilkinson, Fleetwood's chief operating
officer, had these functions reporting directly to him. Braun
will now report to Wilkinson.

Braun has 16 years of experience at PACCAR, most recently
serving as second-in-command for the Kenworth Truck Division,
which has over $2 billion in annual revenue. His
responsibilities included sales and marketing for the North
American organization, as well as operations. He served as the
director of operations for the group for four years, with full
responsibility for four Kenworth Truck manufacturing plants in
North America. He joined PACCAR in 1987 as an accounting
supervisor and financial planner in the Peterbilt Truck
Division, and worked his way up to division controller for
Kenworth, a position he held for two years before moving into
operations. Prior to joining PACCAR, Braun held various
financial positions with Outboard Marine Corporation.

Braun holds a bachelor's degree in accounting from the
University of Wisconsin, Eau Claire, and completed the Executive
Development Program at Northwestern University. He is also a
certified public accountant.

"I worked closely with Chris for 14 years at PACCAR, and found
him to be an excellent executive," Edward B. Caudill, president
and CEO, said. "We are excited to have Chris join us, and I know
that he will bring a lot of strength to the organization."

As reported in Troubled Company Reporter's March 28, 2003
edition, Fleetwood Enterprises' lenders in its syndicated
revolving line of credit agreed to restate the financial
covenant relating to earnings before interest, taxes,
depreciation and amortization (EBITDA).

The Company had previously indicated that it did not expect to
meet that covenant following its fourth fiscal quarter ending
April 27, 2003. Fleetwood now anticipates that it will meet the
revised covenant through the remaining term of the credit
facility, which is scheduled to expire in July 2004. Fleetwood
also amended its inventory financing agreement with Textron
Financial, which incorporated the same covenant.


FLEMING COS.: Court Approves $150MM DIP Financing on Final Basis
----------------------------------------------------------------
Fleming Companies, Inc., reported that it made significant
progress in its Chapter 11 reorganization. The company has
received final approval from the U.S. Bankruptcy Court for its
$150 million secured debtor-in-possession financing package and
its junior trade lien program. Fleming also received court
approval for its critical trade vendor program, which is
expected to contribute to the resumption of normalized business
relationships with vendors.

In addition, Fleming has announced the appointment of Ted
Stenger of AlixPartners, an international leader in corporate
restructuring and turnaround services, as Chief Restructuring
Officer.

Fleming is seeking to retain the Blackstone Group, a leading
investment bank, as financial advisors in Fleming's
restructuring. Part of its responsibilities will be to respond
to expressions of interests related to the possible acquisition
of certain Fleming operations, and to help ensure Fleming
maximizes the value of its assets and its business through the
company's restructuring.

Pete Willmott, Interim President and Chief Executive Officer,
said, "With our financing approved and a new leadership team
that combines restructuring and operating expertise, we have
crossed very important milestones in our reorganization
process."

Fleming (OTC Pink Sheets: FLMIQ) is a leading supplier of
consumer package goods to independent supermarkets, convenience-
oriented retailers and other retail formats around the country.
To learn more about Fleming, visit the Company's Web site at
http://www.fleming.com


FLEMING COS.: Confirms Regular Quarterly Dividends Suspended
------------------------------------------------------------
Fleming Companies, Inc. announced that, as a result of the
company's recent filing for reorganization under Chapter 11 of
the U.S. Bankruptcy Code, the Board of Directors has
indefinitely suspended the payment of future dividends on its
common stock. Further, the Board has rescinded the previously
declared but unpaid quarterly dividend scheduled for payment on
June 10, 2003.

Fleming (OTC Pink Sheets: FLMIQ) is a leading supplier of
consumer package goods to independent supermarkets, convenience-
oriented retailers and other retail formats around the country.
To learn more about Fleming, visit the Company's Web site at
http://www.fleming.com


FLEMING COS.: Signing-Up Ernst & Young as Internal Auditor
----------------------------------------------------------
Fleming Companies, Inc., and its debtor-affiliates ask the Court
to approve their employment and retention of Ernst & Young as
their inside auditor and tax accountants.

Scotta E. McFarland, Esq., at Pachuksi Stang Ziehl Young Jones &
Weintraub, P.C., in Wilmington, Delaware, tells the Court that
E&Y has a wealth of experience in providing tax and internal
audit services to debtors and creditors in restructurings and
reorganizations and has developed an excellent reputation for
the services it has rendered in Chapter 11 cases on behalf of
debtors and creditors throughout the United States.  The
Debtors' management believes that E&Y is well qualified to act
on their behalf, given their extensive knowledge and expertise
as internal auditors and tax accountants.

These tax and internal audit services are necessary to enable
the Debtors to maximize the value of their estates and to
reorganize successfully.  E&Y is familiar with the Debtors'
operations and has indicated that it is willing to act on the
Debtors' behalf and to subject itself to the Court's
jurisdiction and supervision.

E&Y Partner Lisa P. Shield assures the Court that:

  (a) E&Y is a "disinterested person" within the meaning of
      Section 101(14) of the Bankruptcy Code and as required by
      Section 327(a) of the Bankruptcy Code and holds no
      interest adverse to the Debtors or their estates for the
      matters for which E&Y is to be employed; and

  (b) E&Y has no connection to the Debtors, their creditors or
      their related parties.

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

Pursuant to the E&Y engagement letter, E&Y will provide tax and
internal audit services as E&Y and the Debtors will deem
appropriate and feasible in order to advise the Debtors in the
ordinary course of performing the Debtor's tax function, and in
the course of the Chapter 11 Case, including but not limited to:

    A. Federal, And State Income Tax Compliance, Consulting And
       Administration;

    B. Property Tax Services;

    C. Sales & Use Tax Services;

    D. Bankruptcy Tax Services; and

    E. Internal Auditing Services.

Ms. Shield relates that E&Y, at the request of the Debtors, also
may render additional general internal audit and tax accounting
support deemed appropriate and necessary to the benefits of the
Debtors' estates.  E&Y currently serves as the Debtor's internal
tax function, performing all services related to tax matters and
filings on behalf of the Debtor.  The tax and internal audit
services enumerated above are necessary to enable the Debtors to
maximize the value of their estates, to timely file all
necessary tax returns on behalf of the Debtor, and to reorganize
successfully.  The Debtors believe that E&Y's tax and internal
audit services will not duplicate the services that, subject to
this Court entering or having entered appropriate orders, other
Professionals may provide to the Debtors in the Chapter 11
Cases. E&Y will use reasonable efforts to coordinate with the
Debtors' other retained Professionals to avoid unnecessary
duplication of services.

Ms. Shield states that E&Y has agreed to represent the Debtors
and charge its normal hourly rates for its services.  E&Y fees
in connection with this engagement will be based upon the time
that E&Y necessarily spent in providing its tax and audit
services to the Debtors, multiplied by its hourly rates.  E&Y
normally charges these hourly rates charged by E&Y personnel:

    A. Audit Services

          Partners and Principals          $425-663
          Senior Manager                   $318-496
          Manager                          $279-435
          Senior Staff                     $150-234
          Staff                            $107-167

    B. Tax Advisory and Tax Outsourcing Advisory Fees

          Partners arid Principals         $425-750
          Senior Manager                   $370-540
          Manager                          $250-490
          Senior Staff                     $180-375
          Staff                            $130-240

In addition to the fees, E&Y will bill the Debtors for
reasonable expenses which are likely to include long distance
telephone charges, hand delivery and other delivery charges,
travel expenses, computerized research, transcription costs, and
third-party photocopying charges.

Prior to the petition date, Ms. Shield reports that E&Y received
a $600,000 retainer from the Debtors.  During the 90 days
immediately preceding the petition date, the Debtors made
payments to E&Y LLP aggregating $3,999,259 in the ordinary
course of business pursuant to ordinary business terms between
the Debtors and E&Y LLP.  The Debtors have agreed that any
portion of the Retainer not used to compensate E&Y for its
prepetition services and expenses ultimately will he used by E&Y
to apply against its postpetition billings and will not be
placed in a separate account. (Fleming Bankruptcy News, Issue
No. 3; Bankruptcy Creditors' Service, Inc., 609/392-0900)


FREESTAR: Files $54-Mill. Fraud Claim vs. vFinance & Affiliates
---------------------------------------------------------------
FreeStar Technology Corporation (OTC Bulletin Board: FSRC), a
global technology company committed to setting the next
generation standard for secure Internet commerce, has filed an
answer and substantial counter claim in the vFinance et al vs.
FreeStar Technology Corporation et al action.

The filing, which took place Tuesday in United States District
Court, Southern District Of New York, states, in part, that
FreeStar retained "vFinance Investments, Inc., a national
publicly-traded broker-dealer ... with self-proclaimed
'expertise and superior service required to address the special
needs of small and medium sized public companies' ... as the
exclusive financial advisor for Freestar." The filing further
states, "vFinance recommended and assisted Claimants to
negotiate, draft and execute convertible debt financing through
'floorless' convertible notes with lenders controlled by
vFinance, vFinance's own Chief Executive Officer, employees and
affiliates. These notes and related transactions are referred to
in the financial community as 'toxic convertibles' or 'death
spiral convertibles' ... vFinance and Plaintiffs charged
Freestar gigantic fees and otherwise ensured profits of
multiples of their original investment by setting out to destroy
vFinance's customer, Freestar." In addition, the filing states,
"The dispute here arises because Freestar survived the 'death
spiral' and vFinance's and Plaintiffs' expectation of gigantic
gains was foiled ... Freestar and Paul Egan, in turn, file these
Counterclaims to recover from vFinance and Plaintiffs damages
suffered as a result of their 'death spiral' strategy,
violations of the federal securities laws, breach of contracts,
including over-conversion of the pledged securities, market
manipulation, breach of fiduciary duty and fraud."

Paul Egan, President and Chief Executive Officer of FreeStar,
stated, "We want to be absolutely clear we believe that the
actions of David Stefansky, Richard Rosenblum, Marc Siegel and
their affiliated corporate entities were unconscionable and
violated virtually every actual and implied legal and moral
obligation of a financial advisor. We believe the litigation
process will reveal that they perpetrated a massive fraud on our
emerging company and its shareholders, while supposedly acting
in a fiduciary capacity. Although there are always substantial
risks in litigation, we are confident that we will prevail in
the action. Mr. Egan went on to note, "This is not some
frivolous action which will quietly be settled and forgotten. We
are deadly serious in pursing our claims and in holding those
so-called 'financial professionals' responsible for their
conduct."

                    Litigation Background

This litigation has been initiated by vFinance Investments,
Inc., Boat Basin Investors, LLC, Papell Holdings, Ltd., Marc
Siegel, David Stefansky, Richard Rosenblum against FreeStar
Technology Corporation, First American Stock Transfer, Inc.,
Paul Egan, Ciaran Egan, Phillip Young, and Margaux Investment
Management Group, S.A.

The Chapter 7 Petition for involuntary bankruptcy filed against
FreeStar in January by vFinance, Inc., David Stefansky, Richard
Rosenblum, Marc Siegel, Papell Holdings LLC and Boat Basin
Investors Ltd. in the United States Bankruptcy Court for the
Southern District of New York was dismissed pursuant to a ruling
by Honorable Judge Allan L. Gropper. As contended in FreeStar's
Motion to Dismiss of February 4, 2003, the Petitioners held no
claims against FreeStar that were not the subject of a bona fide
dispute.

FreeStar is of the opinion that the Chapter 7 Petition was filed
in bad faith in order to depress FreeStar's share price and thus
allow the Petitioners to cover a substantial naked short
position in FSRC stock. In connection with the bankruptcy filing
Petitioners paid $40,000 in FreeStar's attorneys' fees.

The 88 page answer and counter-claim filed by FreeStar can be
viewed in its entirety by visiting FreeStar's corporate Web site
at http://www.freestartech.com

FreeStar Technology is a global technology force focused on
exploiting a first-to-market advantage for enabling ATM and
debit card transactions on the Internet and high-margin credit
card processing. FreeStar Technology's Enhanced Transactional
Secure Software is a proprietary software package that empowers
consumers to consummate e-commerce transactions on the Internet
with a high level of security using credit, debit, ATM (with
PIN) or smart cards. It sends an authorization number to the e-
commerce merchant, rather than the consumer's credit card
information, to provide a high level of security. The company
maintains its corporate headquarters in Santo Domingo, Dominican
Republic, and offices in Dublin, Ireland, and Helsinki, Finland.
For more information, please visit the Company's Web sites at
http://www.freestartech.com http://www.rahaxi.comand
http://www.epaylatina.com

On April 24, 2003 the company announced that its Board of
Directors accepted in principle a $74,480,000 non-binding letter
of intent received from a privately held company, FreeStar
Acquisition Corporation, to acquire all of FreeStar Technology
Corporation's outstanding capital stock. Based on the number of
FSRC shares currently issued and outstanding, the proposed
letter of interest is valued at approximately $.49 per share
(after payment of existing indebtedness, but excluding
conversion of outstanding preferred stock and exercise of in-
the-money stock options), would represent a 158% premium over
the closing price of FreeStar's common stock on April 23, 2003.
That offer is subject to various conditions including buyer's
obtaining of financing and satisfactory due diligence.


GLIMCHER REALTY: Consummates Sale of Former Kmart Anchor Store
--------------------------------------------------------------
Glimcher Realty Trust, (NYSE: GRT), one of the country's premier
retail REITs, reported the sale of a portion of a community
center asset, in keeping with its strategy to reduce debt
through non-strategic asset sales.

On May 6, 2003, the Company sold the vacant former Kmart
location consisting of 117,162 square feet at Canal Place Plaza
in Rome, NY for $6.2 million.  The Company will retain ownership
of the 32,800 square feet of small shop retail space at this
center.  The property was unencumbered at the time of the sale
and net proceeds were used to repay short-term borrowings under
the Company's line of credit.

Together with the sale of this former Kmart location and the
sale Monday of the vacant Ames location at Sunbury Plaza, the
Company continues to be successful in its program to retenant or
sell the vacant anchor locations in its community center
portfolio.  As of May 5, 2003, the Company's 23 regional malls
represent 19.8 million square feet of gross leasable area and
the Company's total portfolio includes 70 properties consisting
of 25.1 million square feet of GLA.

Glimcher Realty Trust -- a real estate investment trust whose
corporate credit and preferred stock ratings are rated by
Standard & Poor's at BB and B, respectively -- is a recognized
leader in the ownership, management, acquisition and development
of enclosed regional and super-regional malls, and community
shopping centers.

Glimcher Realty Trust's common shares are listed on the New York
Stock Exchange under the symbol "GRT." Glimcher Realty Trust is
a component of both the Russell 2000(R) Index, representing
small cap stocks, and the Russell 3000(R) Index, representing
the broader market.


GLOBAL CROSSING: Unveils Redesigned Two-Tier Agent Program
----------------------------------------------------------
Global Crossing announced the introduction of its enhanced, two-
tier agent program, which was redesigned with extensive input
from the agent community, and the launch of its state-of-the-art
partner support center. The agent program serves as a strategic
distribution channel for Global Crossing's core network services
in the United States and offers qualified master and branch
agents attractive opportunities.

"This partnership program plays a critical role in deepening our
market penetration, and we've designed it to attract aggressive,
talented and experienced agents by offering them tremendous
opportunities and a full-blown support organization," said Dave
Carey, Global Crossing's executive vice- president of enterprise
sales. "We're committed to helping our agents drive revenue, and
ensuring their success through our comprehensive set of
offerings."

Global Crossing's agent partners leverage the following unique
assets:

* Global Crossing's IP-based fiber optic network, connecting 200
  cities in 27 countries, and operating at 99.999 percent
  availability, the highest industry standard.

* A full suite of competitively priced voice and data offerings
  aligned with the needs of the retail marketplace.

* uCommand, Global Crossing's unique self-service online account
  management tool.

* A marketing strategy that is keenly focused on customer
  satisfaction.

* Monthly compensation packages with accurate and timely
  reporting.

Located in Rochester, NY, the partner support center offers
master agent partners exclusive on-demand support. Each master
agent is assigned a sales engineer and an account manager who
function as a full-service inbound help desk team, offering
network design services, solution sales, and market
intelligence. Master agents also receive product and process
training, and assistance in targeting opportunities with sales
packages, programs and customer incentives. The center is
supplemented by an easy-to-use partner Web site.

In addition to the partner support center and access privileges
to the agent extranet, Global Crossing offers master agents an
aggressive commission program. In order to qualify, master
agents must meet the following criteria:

* Experienced back-office personnel to handle customer on-
  boarding and day-to-day account management.

* A proven business model as a master agent.

* The capacity to commit to a $200,000 monthly recurring revenue
  minimum over a 12-month ramp-up period.

Branch agents enjoy direct support from Global Crossing
professionals within their communities. System integrators,
consultants, value-added resellers and other entrepreneurs who
possess strong customer relationships without the back-office
support required for master agent status can profit from
unmatched sales and engineering support locally, regionally and
nationally.

Potential agents eager to capitalize on Global Crossing's unique
assets may get more information and apply at Global Crossing's
online partner page at
www.globalcrossing.com/xml/global/gl_com_partners.xml or call +1
877-263-1993 during normal business hours.

"We're reaching out to potential partners because we're
confident about our future and committed to success," added Dave
Carey. "Global Crossing is ideally positioned to take advantage
of market opportunities, and bringing qualified agents on board
will enable us to add and grow new revenue streams. This program
is truly a win-win situation for all involved."

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

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

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

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


GMAC MORTGAGE: Fitch Takes Rating Action on 4 Securitizations
-------------------------------------------------------------
Fitch Ratings has taken rating actions on the following GMAC
Mortgage Corp. mortgage pass-through certificates:

GMAC Mortgage Corporation Mortgage Pass-Through Certificates,
Series 2000-J2

   --Class M1 affirmed at 'AAA';
   --Class M2 to 'AAA' from 'AA+';
   --Class M3 to 'AAA' from 'AA';
   --Class B1 to 'A' from 'BBB';
   --Class B2 rated 'B' placed on Rating Watch Negative.

GMAC Mortgage Corporation Mortgage Pass-Through Certificates,
Series 2000-J3

   --Class M1 affirmed at 'AAA';
   --Class M2 affirmed at 'AAA';
   --Class M3 to 'AAA' from 'AA+';
   --Class B1 to 'AA+' from 'A';
   --Class B2 to 'BB+' from 'B'.

GMAC Mortgage Corporation Mortgage Pass-Through Certificates,
Series 2000-J4

   --Class M1 affirmed at 'AAA';
   --Class M2 affirmed at 'AAA';
   --Class M3 to 'AAA' from 'AA';
   --Class B1 to 'AA+' from 'BBB';
   --Class B2 to 'BBB+' from 'BB-'.

GMAC Mortgage Corporation Mortgage Pass-Through Certificates,
Series 2000-J6

   --Class M1 affirmed at 'AAA';
   --Class M2 affirmed at 'AAA';
   --Class M3 to 'AAA' from 'AA';
   --Class B1 to 'AA-' from 'A';
   --Class B2 affirmed at 'BB'.

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


IMC GLOBAL: Schedules Annual Shareholders' Meeting for May 16
-------------------------------------------------------------
IMC Global Inc., (NYSE: IGL) announced that its 2003 Annual
Meeting of Stockholders on Friday, May 16 at 1:00 p.m. Eastern
Daylight Time (12 noon Central Daylight Time) will be Webcast
both live and via replay through the IMC Global Web site at
http://www.imcglobal.com

Interested individuals should click on the Webcast announcement
on the home page of IMC Global's Web site to be linked to the
Annual Meeting of Stockholders Web site section.

The Annual Meeting of Stockholders will include a business
update slide presentation from IMC Global Chairman and Chief
Executive Officer Douglas A. Pertz.  This slide presentation can
be accessed as part of the overall Annual Meeting Webcast.

Questions about the Webcast may be directed to IMC Global's
Investor Relations department at 847.739.1817 or
vbunker@imcglobal.com

With 2002 revenues of $2.1 billion, IMC Global is the world's
largest producer and marketer of concentrated phosphates and
potash crop nutrients for the agricultural industry and a
leading global provider of feed ingredients for the animal
nutrition industry.  For more information, visit IMC Global's
Web site at http://www.imcglobal.com

As previously reported, Fitch Ratings assigned a 'BB' rating to
IMC Global Inc.'s new 11.25% senior unsecured notes due June 1,
2011. Fitch has affirmed the 'BB+' rating on the senior secured
credit facility, the 'BB' rating on the existing senior
unsecured notes with subsidiary guarantees and the 'B+' rating
on the senior unsecured notes with no subsidiary guarantees. The
Rating Outlook has been changed to Negative from Stable.


INSIGHT COMMS: March 31 Working Capital Deficit Tops $49 Million
----------------------------------------------------------------
Insight Communications Company (Nasdaq:ICCI) announced financial
results for the three months ended March 31, 2003.

Revenue for the three months ended March 31, 2003 totaled $215.0
million, an increase of 12% over the prior year, due primarily
to customer gains in high-speed data and digital services and
increased basic rates. Operating cash flow increased to $90.1
million for the three months ended March 31, 2003 from $77.6
million for the three months ended March 31, 2002, an increase
of 16%. The operating cash flow reported for March 31, 2002
excludes a previously reported $4.1 million adjustment related
to high-speed data charges, which, if included, would result in
10% operating cash flow growth. A reconciliation of operating
cash flow to operating income appears below in the discussion of
operating data results.

During the quarter, the company concluded a swap with its
partner, Comcast, trading its Griffin, GA system, serving
approximately 11,800 customers, plus $25 million, for Comcast's
systems in the Louisville ADI, serving approximately 23,400
customers. The company had previously managed the Louisville ADI
systems under contract with Comcast. The financial results
reported for the quarter reflect the transaction as of its
closing date of February 28, 2003.

"I'm excited to report that we have started the year with a
strong showing in Revenue Generating Unit (RGU) growth across
all of our services," said Michael S. Willner, Vice Chairman and
Chief Executive Officer. "Each of our products - basic, digital,
data, and telephone - posted solid gains this quarter, further
evidence that customers find our robust product offering to be
highly compelling."

As of March 31, 2003, RGUs, representing the sum of basic,
digital, high-speed data and telephone customers, as defined by
the NCTA Standard Reporting Categories, totaled 1,870,000
compared to 1,689,900 as of March 31, 2002, representing an 11%
growth rate. On a same-store basis, RGUs increased 10% after
giving effect to the swap of the Griffin, GA system for the
Louisville ADI systems.

On a same-store basis, net RGU additions in the first quarter
totaled 58,900. Of this total, 8,300 were basic additions,
resulting in 1,308,700 basic customers as of March 31, 2003 and
a penetration of 57% of homes passed. Net digital additions were
20,000, for a quarter-ending total of 355,400 digital customers
and a penetration of 28% of digital homes passed. High-speed
data net additions were 23,500 for the quarter, reaching a total
of 168,300 high-speed data customers as of March 31, 2003 and a
penetration of 8% of modem homes passed. Net telephone additions
totaled 7,100, resulting in 37,700 telephone customers as of
March 31, 2003 and a penetration of 7% of marketable, telephony-
enabled homes.

"On a same-store basis, net RGU additions were up 18% over the
first quarter of 2002, while capital expenditures were down 19%.
Indeed, net RGU additions were up 20% over the fourth quarter,"
said Kim D. Kelly, President and Chief Operating Officer. "These
results highlight our key positive financial metrics - revenue
growth from new products combined with significant reductions in
capital spending. The upgraded infrastructure we've built is a
platform for continuous revenue opportunity."

First quarter average monthly revenue per basic customer totaled
approximately $55.34, a $5.74 or 12% increase over the prior
year quarter, driven by growth in new services and basic rate
increases. New services caused substantial increases in average
monthly revenue per basic customer, with average monthly digital
revenue per basic customer up $0.95 or 24%, and average monthly
high-speed data revenue per basic customer up $2.21 or 74% over
the prior year's quarter. Basic rates increased $2.20 on
average, up 7.0% over the prior year's quarter.

Capital expenditures totaled $40.5 million for the three months
ended March 31, 2003. Of the total, approximately 57% was for
Customer Premise Equipment and 20% was for Upgrade/Rebuild costs
as defined by the NCTA Standard Reporting Categories. For the
three months ended March 31, 2003, capital expenditures per
customer totaled approximately $30.98. As of March 31, 2003,
including Illinois, an estimated 94% of Insight's customers were
passed by upgraded network. Capital was funded through cash
generated from operations as well as through bank borrowings.

"This quarter we have, once again, shown solid revenue and cash
flow growth, further proof that we continue to deliver on our
promise to investors," said Dinesh C. Jain, Senior Vice
President and Chief Financial Officer. "We reiterate our plan to
be free cash flow positive for the second half of the year."

Monthly operating cash flow margin per basic customer increased
to 42% for the quarter ended March 31, 2003, up from 40% for the
prior year's quarter.

                    Operating Data Results

Revenue increased $22.3 million or 12% to $215.0 million for the
three months ended March 31, 2003 from $192.7 million for the
three months ended March 31, 2002. The increase in revenue was
primarily the result of gains in our high-speed data and digital
services with revenue increases over the prior year's quarter of
74% and 24%. In addition, our basic cable service revenue
increased 7% primarily due to basic rate increases.

Average monthly revenue per basic customer, including management
fee revenue and SourceSuite revenue, was $55.34 for the three
months ended March 31, 2003, compared to $49.60 for the three
months ended March 31, 2002 primarily reflecting the continued
successful rollout of new product offerings in all markets.
Average monthly revenue per basic customer for high-speed data
and digital service increased to $10.13 for the three months
ended March 31, 2003, up from $6.97 for the three months ended
March 31, 2002.

Programming and other operating costs increased $9.7 million or
14% to $79.9 million for the three months ended March 31, 2003,
from $70.1 million for the three months ended March 31, 2002.
The increase in programming and other operating costs was
primarily the result of increased programming costs for our
classic, digital and high-speed data services due to increased
programming rates and customers served as well as additional
programming added in our newly rebuilt systems. Programming
costs increased 10% for the three months ended March 31, 2003
from the three months ended March 31, 2002.

Selling, general and administrative expenses increased $4.2
million or 10% to $45.1 million for the three months ended March
31, 2003, from $40.9 million for the three months ended March
31, 2002. The increase in selling, general and administrative
expenses was primarily the result of increased costs related to
salaries and benefits due to increased headcount in our
telephone and customer service groups. Additionally, the
increase is related to a decrease in funds received for
marketing support (recorded as a reduction to selling, general &
administrative expenses) for the three months ended March 31,
2003 compared to the three months ended March 31, 2002.

High-speed data service charges were incurred through February
28, 2002 as a result of payments made to At Home Corporation,
the former provider of high-speed data services for all of our
systems, except for those located in Ohio. On September 28,
2001, @Home filed for protection under Chapter 11 of the
Bankruptcy Code. For the purpose of continuing service to
existing customers and to resume the provisioning of service to
new customers, we entered into an interim service arrangement
that required us to pay $10.0 million to @Home to extend service
for three months through February 28, 2002. As a result of this
arrangement we incurred approximately $4.1 million in excess of
our original agreed-to cost for such services rendered through
February 28, 2002.

Depreciation and amortization expense increased $6.6 million or
14% to $55.0 million for the three months ended March 31, 2003,
from $48.4 million for the three months ended March 31, 2002.
The increase in depreciation and amortization expense was
primarily the result of additional capital expenditures through
March 31, 2003 to support the continued rebuild of our Illinois
systems and the rollout of new digital, high-speed data and
telephone services to existing rebuilt systems.

Operating Cash Flow increased $12.5 million or 16% to $90.1
million for the three months ended March 31, 2003, from $77.6
million for the three months ended March 31, 2002. The increase
is primarily due to increased basic, digital and high-speed data
revenue, partially offset by increases in programming and other
operating costs and selling, general and administrative costs.
In addition, the increase in OCF is also attributable to the
absence of high-speed data service charges to @Home for the
three months ended March 31, 2003 that were previously included
in the adjustments to OCF during the three months ended
March 31, 2002.

Interest expense remained relatively flat for the three months
ended March 31, 2003 compared to the three months ended March
31, 2002. Interest expense decreased $489,000 or 1% primarily as
a result of lower interest rates, which averaged 7.79% for the
three months ended March 31, 2003, versus 7.88% for the three
months ended March 31, 2002. Partially offsetting this decrease
was higher outstanding debt, which averaged $2.60 billion for
the three months ended March 31, 2003, versus $2.56 billion for
the three months ended March 31, 2002.

For the three months ended March 31, 2003, net income was $4.3
million.

At March 31, 2003, the Company's balance sheet shows that its
total current liabilities exceeded its total current assets by
about $49 million.

Insight Communications (NASDAQ:ICCI) is the 9th largest cable
operator in the United States, serving approximately 1.4 million
customers in the four contiguous states of Illinois, Kentucky,
Indiana and Ohio. Insight specializes in offering bundled,
state-of-the-art services in mid-sized communities, delivering
basic and digital video, high-speed data and the recent
deployment of voice telephony in selected markets to its
customers.


INTERFACE: Ratings Slide to Low-B/Junk Levels with Neg. Outlook
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term
corporate credit and senior unsecured debt ratings on Atlanta,
Ga.-based carpet manufacturer Interface Inc. to 'B' from 'B+'.
At the same time, the subordinated debt rating was lowered to
'CCC+' from 'B-'. The mixed shelf registration rating was also
lowered to a preliminary B/CCC+ from a preliminary B+/B-.

The outlook is negative. The company's total debt outstanding at
Dec. 29, 2002, was about $445 million.

The downgrade follows continued weakness in the commercial
sector and weaker than expected results for the first quarter
ended March 2003, resulting in further volume declines and
operating losses in several of Interface's business segments.

"Weaker than expected revenue and margin pressures across all
business segments, particularly the commercial interiors and
office furniture markets, have hurt operating results and
further weakened credit measures," said Standard & Poor's credit
analyst Susan Ding. "Interface continues to be highly dependent
on the corporate sector, deriving about 65% of total revenues
from this segment."

The lower sales volume and resulting unabsorbed overhead costs
for the March 2003 quarter hurt margins and caused credit
measures to deteriorate further from already weak levels.


KAISER ALUMINUM: Court Approves Goodmans LLP as Canadian Counsel
----------------------------------------------------------------
Kaiser Aluminum Corporation and its debtor-affiliates obtained
the Court's permission to employ Goodmans LLP as their Canadian
counsel nunc pro tunc to January 14, 2003, in view of the
proceedings of three Kaiser affiliates under the Canadian
Companies' Creditors Arrangement Act, R.S.C. 1985 c. C-36 as
amended.

Goodmans will render general legal services as needed throughout
the ancillary proceedings of Kaiser Aluminum and Chemical Canada
Investment Limited, Kaiser Aluminum & Chemical Canada Limited
and Texada Mines Ltd.  In particular, Goodmans will:

  (a) advise the Canadian Debtors of their rights, powers and
      duties in connection with the Ancillary Proceedings;

  (b) prepare, on the Canadian Debtors' behalf, all necessary
      and appropriate applications, motions, draft orders, other
      pleadings, notices and other documents and review all
      financial and other reports to be filed in the Ancillary
      Proceedings;

  (c) advise the Canadian Debtors concerning, and prepare
      responses to, motions, pleadings, notices and other papers
      that may be filed and served in the Ancillary Proceedings;

  (d) advise and assist the Canadian Debtors in connection with
      any potential property dispositions;

  (e) commence and conduct any and all litigation in Canada
      necessary or appropriate to assert rights held by the
      Canadian Debtors;

  (f) provide corporate governance, litigation, tax and other
      general Canadian legal services for the Debtors; and

  (g) perform all other necessary or appropriate legal services
      in connection with the Ancillary Proceedings.

The Debtors will compensate Goodmans in accordance with its
standard hourly rates plus reimbursement of expenses. Goodmans'
professionals and their hourly rates are:

      Name                     Position                 Rate
      ----                     --------                 ----
      Jay A. Carfagnini        Partner               CND$700
      Candy S. Schaffel        Partner                   625
      Carrie Smit              Partner                   625
      Brian F. Empey           Partner                   590
      Mark A. Surchin          Partner                   590
      Susan Zimmerman          Partner                   550
      David Poore              Associate                 425
      Scott Bell               Associate                 310
      Nick Diksic              Associate                 290
      Maureen Bellmore         Associate                 285
      Joel Guralnick           Associate (Vancouver)     260
      Piran Thillainathan      Articling Student         140
      Mary Saulig              Librarian                 130
      Diane Haist              Librarian                 110
      Diane Rooke              Librarian                  70
      Overtime, Secretary                                 50
(Kaiser Bankruptcy News, Issue No. 26; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


KLEINERT'S INC: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Lead Debtor: Kleinert's Inc.
             120 W. Germantown Pike
             Suite 100
             Plymouth Meeting, Pennsylvania 19462

Bankruptcy Case No.: 03-41140

Debtor affiliates filing separate chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        Kleinert's, Inc. of Delaware               03-41141
        Kleinert's Retail, Inc.                    03-41142
        Kleinert's, Inc. of Alabama                03-41143
        Kleinert's, Inc. of New York               03-41144

Type of Business: Clothing manufacturers and distributors.

Chapter 11 Petition Date: May 7, 2003

Court: Southern District of New York (Manhattan)

Judge: Burton R. Lifland

Debtors' Counsel: Wendy S. Walker, Esq.
                  Morgan, Lewis & Bockius, LLP
                  101 Park Avenue
                  New York, NY 10178-0060
                  Tel: (212) 309-6306
                  Fax : (212) 309-6273

Estimated Assets: $50 Million to $100 Million

Estimated Debts: $50 Million to $100 Million


KMART CORP: GE Group Serves as Lead Agent for $2B Exit Financing
----------------------------------------------------------------
GE Corporate Financial Services' Retail and Restructuring Group
is the lead administrative agent for $2 billion in exit
financing being provided to Kmart Corp. in connection with the
company's emergence today from bankruptcy protection.

Kmart will use the exit financing to fund its reorganized
business. A syndication group of approximately 30 institutions
is participating in the transaction. Kmart originally filed for
bankruptcy protection on January 22, 2002.

The Retail and Restructuring Group, headed by Stuart Armstrong,
is part of the Corporate Lending Group, under GE Corporate
Financial Services. The retail and restructuring group
underwrites each retail relationship with accounts managed by
professionals working only with retail customers. The group
arranges working capital financing including asset-based loans,
term loans, and revolving credit facilities, and also acts as
agent for lending syndicates. The group leverages GE's
demonstrated retail industry knowledge based on its long
established retail "franchise," which incorporates consumer
products and retail consumer finance services as well as
corporate finance products and services for leading retailers.

GE Corporate Lending Group offers financing to clients with more
than $50 million in revenues from middle-market companies to
large corporations. Products and services include asset-based
financing, cash flow lending, corporate restructuring, equity
investing, junior capital and trade receivables securitization.
GE Corporate Lending is a part of GE Corporate Financial
Services, a leading global provider of financing solutions for
investment and non-investment grade companies - committed to
supporting clients at all stages of the business cycle. For more
information on the businesses and products of GE Corporate
Financial Services, please visit http://www.gelending.com


KMART CORP: Edward S. Lampert Appointed Chairman of the Board
-------------------------------------------------------------
Kmart Holding Corporation (OTC Bulletin Board: KMRTV) announced
that the Board of Directors of the Company has appointed Edward
S. Lampert, Chairman and Chief Executive Officer of ESL
Investments, as Chairman of the Board. Kmart emerged from
bankruptcy court protection Tuesday.

Edward S. Lampert said, "Going forward, Kmart will be led by a
Board that has a substantial investment in the Company. This
will ensure that decisions will be made by investors who have
something to lose, as well as gain. Over the past year I have
had the opportunity to get to know many Kmart associates. They
are good, hard-working people who deserve leadership committed
to creating value. Our Board of Directors intends to provide
that leadership and to participate very actively in a future
dedicated to making Kmart a success."

Julian C. Day, Kmart President and Chief Executive Officer,
said, "Eddie Lampert has a stellar reputation for building long-
term value, based on solid business fundamentals. This Company,
its associates and many stakeholders are very fortunate to have
him as Chairman. Truly an independent thinker, he challenges
individuals to be certain that decisions are based on what
really makes sense for the Company. With Eddie's guidance, I am
confident that the Company is poised for a profitable and
successful future."

ESL and its affiliates expect to beneficially own over 50
percent of the common stock of the Company, including the shares
obtainable upon exercise of options and conversion of the $60
million convertible note issued to ESL and affiliates and
assuming that the Class 5 Claims are reconciled at $4.3 billion.
The total shares beneficially owned by ESL and its affiliates,
ESL's co-investor in Kmart, and Third Avenue Management LLC,
which invested in common shares of the Company at a closing held
earlier today, aggregate over 62 percent of the shares of the
Company -- and each of these investors is represented on the
Company's Board of Directors.

Mr. Lampert is the Chairman and Chief Executive Officer of ESL
Investments, based in Greenwich, Connecticut, a firm he founded
in April 1988. After graduating from Yale University in 1984
with a bachelor's degree in economics, Mr. Lampert worked in the
risk arbitrage department of Goldman, Sachs & Co. for a number
of years. He is on the boards of AutoNation, Inc. and AutoZone,
Inc.

In addition to Mr. Lampert, members of the Board of Directors of
Kmart Holding Corporation include: E. David Coolidge III,
William C. Crowley, Julian C. Day, William Foss, Steven T.
Mnuchin, Anne Reese, Brandon Stranzl and Thomas J. Tisch.

Kmart 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 accordance with the Plan of Reorganization, which became
effective today, 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.

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


KMART CORP: Court OKs Sale of Store No. 3166 to Burlington Coat
---------------------------------------------------------------
Kmart Corporation and its debtor-affiliates sought and obtained
the Court's permission to assume and assign the lease for Store
No. 3166 located at Austell, Georgia to Burlington Coat Factory
Warehouse of Austell Inc.

The Austell Store Lease is among the 54 leases subject to a
Designation Rights Agreement between the Debtors and KIMART LP.
KIMART LP, the successor to the joint venture comprised of Kimco
Realty Corporation, Schottenstein Stores Corporation and Klaff
Realty LP, purchased the Debtors' designation rights with
respect to the Austell Store.  Burlington Coat Factory of
Austell is KIMART's designee.

The Debtors lease the Store Premises from Developers Diversified
Services pursuant to a December 28, 1973 agreement.  As part of
the Assignment, the Debtors will satisfy monetary obligations
due Developers Diversified under the Lease.  The Debtors
estimate that the amount necessary to cure the defaults is
$16,908.

By agreeing to enter into the Assignment Agreement, the Debtors
will receive $43,000,000 from KIMART pursuant to the Designation
Rights Agreement.  Of equal importance, the Debtors avoid
continuing obligations under the lease and significant rejection
claims against the estate.  The Debtors may also receive
additional future benefits.  Under the Designation Rights
Agreement, the net aggregate consideration KIMART received for
the Lease is subject to profit sharing.

Burlington Coat Factory of Austell is a Minnesota Corporation
and intends to use the Premises as a Burlington Coat Factory
Store. The Debtors relate that Burlington Coat Factory of
Austell's future obligations under the Lease will be guaranteed
by its parent company, Burlington Coat Factory Warehouse
Corporation, a publicly traded entity with significant financial
assets.  Given this, the Debtors believe that there is adequate
assurance that Burlington Coat Factory of Austell will perform
under the Lease's terms. (Kmart Bankruptcy News, Issue No. 55;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


LEAP WIRELESS: Wants Court Approval for Employee Retention Plan
---------------------------------------------------------------
Robert A. Klyman, Esq., at Latham & Watkins, in Los Angeles,
California, informs the Court that Leap Wireless International
Inc., and its debtor-affiliates developed a key employee
retention plan to induce certain of their key employees to
continue their employment with Cricket pending confirmation
and completion of Cricket's plan of reorganization.  The
Retention Plan does not provide retention bonuses to Cricket's
Senior Vice Presidents, Chief Operating Officer or Chief
Executive Officer.  The Retention Plan provides that Covered
Employees will be paid a bonus installment on the earlier of
May 1, 2003 or the date two weeks after the announcement of an
agreement with its creditors for restructuring.  Another bonus
installment will be paid to Covered Employees 60 days following
the Effective Date of the Plan.  If a Covered Employee voluntary
terminates his or her employment at any time within 90 days of
the date he or she received a payment under the Retention Plan,
the Covered Employee will be required to repay that payment.
The Debtors estimate that the total amount payable in the future
under the Retention Plan is $1,836,000.

Mr. Klyman states that the Covered Employees are a significant
asset of this estate and their continued employment is essential
in order to affect a reorganization on the best terms possible.
The Covered Employees are highly talented individuals who
contribute specialized knowledge and skill in their areas of
responsibility.  In many instances, the Covered Employees are
among the best in their industry.  More importantly, these
individuals are intimately familiar with the Debtors' cost-
efficient, differentiated business model and have the experience
and knowledge necessary to maintain operations and thus preserve
the value of the Debtors' assets.  As a result of their
experience and familiarity with the Debtors' business, these
employees cannot be replaced easily by other employees with
general telecommunications experience.  Consequently, retaining
the Covered Employees is critical in ensuring a successful
reorganization and maximizing the recovery to creditors and
other interested parties.

Due to the inherent risks and uncertainty associated with
chapter 11 proceedings, Mr. Klyman relates that the Covered
Employees understandably have significant concerns about their
long-term futures.  The telecommunications industry has been
extremely volatile recently with a number of major companies
experiencing financial difficulties.  Although the Debtors
intend to reorganize and continue its business, the Covered
Employees may view these Chapter 11 proceedings with
apprehension and may already be seeking new career opportunities
with their competitors.  Additionally, as a result of these
Chapter 11 cases, many of the Covered Employees are subject to
employment demands and burdens that persons in comparable
positions at other companies are not.

Thus far, Mr. Klyman tells the Court that the Debtors have been
able to forestall numerous departures of Covered Employees by
explaining the Retention Plan and even implementing certain
aspects prior to the Petition Date.  Postpetition, if the
Covered Employees are lost at high rates, not only will valuable
experience and expertise be lost, but the prospect of a
successful reorganization would also be severely compromised.
Given its present circumstances, the Debtors do not have the
time or resources to recruit, hire or train new employees.  Even
if the Debtors did have these resources, any new employee would,
as a result of the Debtors' present condition and the
uncertainty surrounding any Chapter 11 case, likely demand wages
significantly greater than those presently being paid to the
Covered Employees.  Moreover, any new employee -- regardless of
how skilled or dedicated -- would lack the institutional
knowledge that the Covered Employees have.

Mr. Klyman explains that the Debtors and UBS Warburg designed
the Retention Plan based on an evaluation of its compensation
requirements in light of its existing financial circumstances.
The basic structure and expenses associated with these programs
were also reviewed prior to adoption by an informal steering
committee of the Debtors' Senior Secured Lenders and by their
financial advisor.  As a result, the Debtors believe that the
Retention Plan balances their need to retain the Covered
Employees with the creditors' desire to maximize their recovery
in these Chapter 11 cases.  The Retention Plan is also designed
to encourage all Covered Employees to assume the additional
administrative and operational burdens imposed on the Debtors by
these Chapter 11 cases, and to use their best efforts to improve
the Debtors' financial performance and facilitate a successful
emergence from Chapter 11.

During this Chapter 11 case, Mr. Klyman reports that the Debtors
will continue to pay the Covered Employees the same salaries
that these employees earned prepetition.  Under the Retention
Plan, each Covered Employee who continues his or her employment
during and after the Debtors' Chapter 11 case will be paid a
retention bonus equal to a percentage of the employee's current
base salary.  For example:

  -- Each Covered Employee with title of Directors and below
     will receive a Retention Bonus equal to 15% of his or her
     current base salary.  The Retention Bonus is payable in two
     postpetition installments.  The first installment, equal to
     33% of the Retention Bonus, will be paid 90 days following
     the Petition Date.  The second installment, equal to the
     remaining 67% of the Retention Bonus, will be paid 60 days
     following the Effective Date of the Debtor's plan of
     reorganization.

  -- Each Covered Employee with the title of Vice President will
     receive a Retention Bonus equal to 18.75% of the Salary.
     The Retention Bonus is payable in two postpetition
     installments.  The first installment, equal to 33% of the
     Retention Bonus, will be paid 90 days following the
     Petition Date.  The second installment, equal to the
     remaining 67% of the Retention Bonus, will be paid 60 days
     following the Effective Date of the Debtor's plan of
     reorganization.

According to Mr. Klyman, a Covered Employee must be an active
employee of the Debtors, in good standing and not on a leave of
absence at the time of payment to receive any payment.  If a
Covered Employee is placed on a performance improvement plan at
any time before the date of a payment, the Covered Employee will
cease to be a Covered Employee and will not be entitled to
obtain any additional payments thereafter.  In addition, if a
Covered Employee voluntary leaves the employment of the Debtors
at any time within 90 days of the date the Covered Employee
received a payment, the Covered Employee will be required to
repay that payment.

In light of the critical role that the Covered Employees will
need to play in this Chapter 11 case and the substantial value
that the continued loyalty and efforts of the Covered Employees
will provide, Cricket believes that the implementation of the
Retention Plan will be beneficial to its estate and essential to
maximizing creditors' recoveries.

Thus, the Debtors seek the Court's authority to implement the
key employee retention plan.

Mr. Klyman believes that the implementation of the Retention
Plan will accomplish a "sound business purpose" and aid the
Debtors' reorganization efforts.  The Debtors determined that
the measures proposed will achieve their intended purpose of
keeping the Covered Employees employed and focused on the goals
of preserving, protecting and marshaling their assets and
reorganizing their business in an orderly manner.

Based on information available, the Debtors believe that the
retention incentives offer incentives comparable to:

    (a) those provided to employees with similar positions and
        experience at the Debtors' competitors in similar
        industries; and

    (b) similar arrangements that have been approved for
        employees of comparable Chapter 11 debtors.

The Debtors do not believe that there are any other options
available that will improve retention of their current
employees.

               Management Severance Program

The Debtors have also developed a senior management severance
agreement to encourage the Senior Vice Presidents, the Chief
Operating Officer and the Chief Executive Officer to focus all
of their collective efforts on the proposed reorganization.  The
Severance Agreements provide each member of the Senior
Management with these severance benefits:

    (a) at least 6 months of the employee's current base salary;

    (b) one half of the employee's current annual target bonus;
        and

    (c) COBRA benefits paid by the Debtors for six months if,
        within one year after the Petition Date or one year
        after the Effective Date of a Plan, he or she loses his
        or her employment without cause, or his or her
        employment duties with the company are substantially
        changed, in each case as provided in greater detail in
        the Severance Agreements.

Accordingly, the Debtors also ask Judge Adler to approve the
severance benefits in the Severance Agreements provided to the
Senior Management. (Leap Wireless Bankruptcy News, Issue No. 3;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


LIN TV: Unit Selling 6.5% Senior Sub. Notes and 2.5% Debentures
---------------------------------------------------------------
LIN TV Corp. (NYSE: TVL) announced that its wholly owned
subsidiary LIN Television Corporation has entered into an
agreement to sell $200 million aggregate principal amount of
6.5% Senior Subordinated Notes due 2013 and $100 million
aggregate principal amount of 2.5% Exchangeable Senior
Subordinated Debentures due 2033.

The Debentures will be exchangeable for shares of LIN TV Corp.
class A common stock based on an initial exchange price of
$37.28, subject to adjustment. In addition, up to $25 million of
Debentures are issuable upon any exercise of the initial
purchasers' option. The proceeds from the sale of the Notes and
the Debentures will be used to redeem LIN Television
Corporation's existing 8-3/8% Senior Subordinated Notes due
2008. The offerings are expected to close on May 12, 2003,
subject to customary closing conditions.

These Notes and Debentures will be guaranteed by LIN TV Corp.
The Notes and the Debentures will be issued in private
placements and are expected to be resold by the initial
purchasers to qualified institutional buyers under Rule 144A
under the Securities Act of 1933, and the Notes may be sold
outside of the United States in accordance with Regulation S
under the Securities Act of 1933.

None of the Notes, Debentures nor the LIN TV Corp. shares of
class A common stock issuable upon exchange of the Debentures
have been registered under the Securities Act of 1933 or any
state securities laws, and until so registered, may not be
offered or sold in the United States or any state absent
registration or an applicable exemption from registration
requirements.

As reported in Troubled Company Reporter's Wednesday Edition,
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.


LOUDEYE: Achieves Key Milestones in Restructuring Initiatives
-------------------------------------------------------------
Loudeye Corp. (Nasdaq: LOUD), a leader in managing, promoting
and distributing digital media, announced significant progress
in its restructuring efforts.  In the last 45 days, the company
has achieved these key milestones:

    -- More than $7 million reduction in annual cash
       expenditures; and

    -- More than $5 million reduction in real estate
       obligations.

In March 2003 Loudeye implemented a restructuring program that
included a reorganization of its operations.  As part of this
program, Loudeye commenced negotiations and subsequently
completed agreements to terminate or amend a significant portion
of its facility lease obligations.

The lease termination agreements and amendments pertain to
facilities and office space in Seattle, New York and Washington
D.C., a large portion of which was unoccupied.  These actions
will reduce Loudeye's ongoing monthly rent obligations by over
75%.  In addition to the lease terminations and amendments,
there are further negotiations underway to restructure all
remaining real estate obligations.  Loudeye now maintains
operating facilities in New York, Hollywood, Washington D.C. and
Seattle.

As consideration to landlords to terminate, amend or modify the
effected leases, Loudeye made cash payments in the amount of
approximately $650,000 in addition to cash being held by
landlords as deposits.  The company has currently vacated all
unused facility space.

"The terminations and amendments of our real estate obligations
combined with other cost savings measures we've enacted over the
past 45 days have substantially improved our overall cost
structure," said Jeff Cavins, Loudeye's president and chief
executive officer.  "As a result of the restructuring, the
company has been able to achieve greater operational
efficiencies.  We continue to aggressively attack our cost
structure and have thus far achieved marked success."

"The lease agreements enable our former landlords to lease their
space to new tenants," continued Cavins.  "We are appreciative
of our landlords' willingness to work with us.  It was with
their collaborative efforts that we have achieved real progress
in the reduction of our operating costs."

Loudeye provides the business infrastructure and services for
managing, promoting and distributing digital media for the
entertainment and corporate markets.  For more information,
visit http://www.loudeye.com

As reported in Troubled Company Reporter's April 16, 2003
edition, the company's independent auditors issued in connection
with the company's audited financial statements for the year
ended December 31, 2002 contains a statement expressing
substantial doubt regarding the company's ability to continue as
a going concern. While the company took a number of steps in
2002 to reduce its operating expenditures and conserve cash, the
company has suffered recurring losses and negative cash flows,
and has an accumulated deficit. The company is currently
pursuing efforts to increase revenue, reduce expenses and
conserve cash in the near future, however can provide no
assurances that these efforts will be successful.


MCDERMOTT INT'L: Reports Improved Results for First Quarter 2003
----------------------------------------------------------------
McDermott International Inc. (NYSE:MDR) reported income before
cumulative effect of an accounting change of $31.8 million on
revenues of $523.4 million for the 2003 first quarter, compared
to a net loss of $0.6 million on revenues of $399.2 million for
the 2002 first quarter.

"I am pleased with the recent operational performance of our two
business units - Marine Construction Services and Government
Operations. While it is too soon to declare a turnaround at J.
Ray, the progress made in the first quarter is encouraging. With
increased emphasis on national security, BWXT continues to
produce strong operational and financial results. The focus for
2003 continues to be successful execution of our record backlog,
as well as stabilization of J. Ray's operations," said Bruce W.
Wilkinson, chairman of the board and chief executive officer of
McDermott.

Management believes that the non-GAAP presentation of the
Company's financial results set forth below provides investors
with useful information to evaluate the financial results of the
Company's ongoing operations for the 2003 first quarter and to
compare those results with the Company's historical results.
Further information with respect to the revaluation of the
estimated B&W settlement cost is included in the following
section of this release.

               Marine Construction Services Segment

Revenues from the Marine Construction Services segment, which
consists of J. Ray McDermott and its subsidiaries, increased 54%
to $405.8 million in the 2003 first quarter. The revenue
increase resulted from execution of fabrication and installation
projects primarily in the Caspian Sea region, the Middle East
and Southeast Asia, as well as topsides fabrication at the
Morgan City, La., facility. Offsetting this revenue increase was
reduced activity primarily for Gulf of Mexico projects.

Operating income improved $27.5 million from an operating loss
of $8.5 million in the 2002 first quarter to operating income of
$19.0 million in the 2003 first quarter, primarily due to
operating income from the projects mentioned above and customer
acceptance of change orders on a deck fabrication project in the
Middle East of approximately $11 million. During the 2003 first
quarter, the delay in marine mobilization for a South American
project and the continued underutilization of marine equipment
in the Gulf of Mexico partially offset the improvement to
operating income. The 2003 first quarter included no additional
losses on the three EPIC spar projects, while the 2002 first
quarter included losses on J. Ray's first EPIC spar project of
$9.5 million and other Gulf of Mexico projects.

At March 31, 2003, J. Ray's backlog was $2.0 billion and
included $281 million related to three EPIC spar projects and
$257 million related to other contracts in loss positions.
Backlog at Dec. 31, 2002 was $2.1 billion.

                 Government Operations Segment

The Government Operations segment consists primarily of BWX
Technologies Inc. Revenues in this segment decreased $4.1
million to $117.7 million in the 2003 first quarter primarily
due to BWXT recording its fees from a management services
contract as revenues rather than recording the full amount of
revenues from the contract. In addition, BWXT generated lower
revenues from contract research activities and other government
manufacturing operations. Higher volumes from the manufacture of
nuclear components for certain U.S. Government programs
partially offset these decreases.

Operating income increased $5.9 million to $23.6 million in the
2003 first quarter, primarily due to higher volumes from the
manufacture of nuclear components for certain U.S. Government
programs resulting from higher earned engineering hours,
favorable resolution on a contract dispute of $3.3 million and
improved operating results from BWXT's joint ventures operating
in Idaho, Texas and Tennessee. These increases were partially
offset by lower volumes and margins from other government
manufacturing operations.

At March 31, 2003, BWXT's backlog was $1.6 billion, compared to
backlog of $1.7 billion at Dec. 31, 2002.

                           Corporate

Corporate expenses increased $15.7 million to $26.4 million in
the 2003 first quarter compared to the 2002 first quarter,
primarily due to higher non-cash qualified pension plan expenses
as a result of changes in the discount rate and plan asset
performance.

                    Other Income and Expense

Interest income decreased $2.5 million to $1 million in the 2003
first quarter compared to the 2002 first quarter, primarily due
to decreases in investments and prevailing interest rates.
Interest expense decreased $3.5 million to $3.7 million in the
2003 first quarter, primarily due to the repayment of MI's
remaining 9.375% Notes in March 2002. Other income decreased
$0.8 million to $1.4 million in the 2003 first quarter,
primarily due to foreign currency transaction losses.

During the 2003 first quarter, the Company revalued certain
components of the estimated settlement cost related to the
Chapter 11 proceedings involving The Babcock & Wilcox Company
("B&W"), which resulted in a decrease of the liability to $86.4
million and recognition of other income of $24.1 million ($23.6
million net of tax). The consideration to be provided in the
proposed settlement includes, among other things, McDermott
common stock, a price share guaranty obligation and a promissory
note. The decrease is primarily due to a decrease in the price
of McDermott's common stock from Dec. 31, 2002 to March 31,
2003. The Company is required to revalue certain components of
the estimated settlement cost quarterly and at the time the
securities are issued. Upon issuance of the debt and equity
securities, the Company will record such amounts as liabilities
or stockholders' equity based on the nature of the individual
securities.

For the 2003 first quarter, the effective tax rate was 18.7% due
to non-taxable income associated with the revaluation of the
estimated cost of settlement of the B&W Chapter 11 proceedings,
an increase in the valuation allowance for the realization of
deferred tax assets and the mix of income and losses from
various tax jurisdictions in which the Company operates.

          Cumulative Effect of an Accounting Change

Effective Jan. 1, 2003, the Company adopted SFAS No. 143,
"Accounting for Asset Retirement Obligations," and recorded
income of $3.7 million, or $0.6 per diluted share, as the
cumulative effect of an accounting change, which is net of tax
expense of $2.2 million. Substantially all of the asset
retirement obligations relate to the remediation of BWXT's
Nuclear Analytical Laboratory in Lynchburg, Va.

               THE BABCOCK & WILCOX COMPANY

The Company wrote off its investment in B&W during the second
quarter of 2002 and has not consolidated B&W with its financial
results since the Chapter 11 bankruptcy filing on Feb. 22, 2000.
B&W's revenues increased $2.0 million to $381.0 million in the
2003 first quarter, compared to $379.0 million in the 2002 first
quarter. Net income increased to $13.5 million in the 2003 first
quarter, compared to $10.5 million in the 2002 first quarter.

                        GUIDANCE

As a result of the improved earnings for the 2003 first quarter,
the Company is revising its 2003 non-GAAP earnings guidance
upwards to a range of $0.08 to $0.13 per diluted share. The 2003
guidance includes $87 million of pension expense. The 2003
guidance excludes those items that management believes are
important to exclude for the purpose of understanding the
financial results of the ongoing operations of the Company.
Items excluded from the 2003 guidance are as follows:

-- Revaluation of estimated after-tax B&W settlement cost

-- Impact of a potential spin-off of the B&W portion of
   McDermott Incorporated's qualified pension plan (See Item 7
   of McDermott's 2002 Form 10-K for additional information.)

                         LIQUIDITY

Due primarily to cost overruns on the spar projects, the Company
experienced negative cash flows for the 2003 first quarter and
expects to experience negative cash flows for the second and
third quarters of 2003. For the 2003 year, the Company
anticipates negative operating cash flows before capital
expenditures of between $100 million and $120 million.
Completion of the spar projects has and will continue to put a
strain on the Company's liquidity. J. Ray intends to fund its
negative cash flow through borrowings under the credit facility,
intercompany loans from McDermott and sales of non-strategic
assets including certain marine vessels. At May 1, 2003, the
Company had liquidity of $177 million, which included
unrestricted cash of $128 million and availability under its
credit facility of $49 million.

McDermott International Inc. is a leading worldwide energy
services company. The Company's subsidiaries provide
engineering, fabrication, installation, procurement, research,
manufacturing, environmental systems, project management and
facility management services to a variety of customers in the
energy and power industries, including the U.S. Department of
Energy.

Additional information concerning the Company can be found in
its Form 10-Q for the quarter ended March 31, 2003 and its Form
10-K for the year ended Dec. 31, 2002.

As reported in Troubled Company Reporter's April 9, 2003
edition, Standard & Poor's Ratings Services lowered its
corporate credit rating on McDermott International Inc., and its
subsidiary, McDermott Inc., to 'CCC+' from 'B'. The rating on
McDermott Inc.'s senior unsecured debt was lowered to 'CCC-'
from 'B', and was rated two notches below the corporate credit
rating, reflecting a subordinated position to secured bank debt
and other priority liabilities. All ratings were removed from
CreditWatch where they were first placed on Nov. 7, 2002.

"The downgrade reflects erosion of the firm's balance sheet,
concern regarding operating issues, and expected negative cash
flow generation in 2003 that will result in heightened liquidity
concerns in the last half of the year," said Standard & Poor's
credit analyst Daniel DiSenso.

The outlook on the New Orleans, Louisiana-based marine
construction and government services company is negative.
Outstanding debt totaled about $140 million at year-end 2002.


MTR GAMING: Q1 Results Show Margin Improvement over Dec. Quarter
----------------------------------------------------------------
MTR Gaming Group, Inc. (Nasdaq National Market:MNTG) announced
financial results for the first quarter ended March 31, 2003.
Total revenues for the quarter increased 7% to $63.6 million,
and the Company reported EBITDA (earnings before interest,
taxes, depreciation and amortization) of $10.9 million and net
income of $3.3 million. Gaming revenues at the Company's
Mountaineer Race Track & Gaming Resort rose 6% to $54.6 million,
producing net win-per-day-per-machine of $202 based on an
average of 3,000 machines for the current quarter, compared to
$236 based on an average of 2,418 machines in the first quarter
of 2002.

Harsh weather conditions in January and February impacted
patronage at the Company's Mountaineer Race Track & Gaming
Resort, while expense levels were considerably higher than in
last year's first quarter due to the expansion of Mountaineer,
including the hotel that opened in May 2002. Additionally,
interest expense was higher in the current quarter due to
increased borrowing levels and, to a lesser extent, the issuance
of $130 million of 9.75% Senior Notes near the end of the
quarter.

Edson R. (Ted) Arneault, President and CEO of MTR Gaming Group,
stated, "We are pleased with the modest revenue increase despite
the severe weather we experienced and 14 fewer race days as
compared to the first quarter of last year. Of note, average
daily export simulcasting handle rose 13% to $1.3 million due to
our continuing efforts to add outlets, which now number
approximately 615. Gaming revenues at Mountaineer did rebound in
March, and have continued at attractive levels thus far in the
second quarter, with April gaming revenue topping $20.1 million,
versus $18.3 million in April of 2002. After David Hughes joined
the Company as COO of Mountaineer on January 1st of this year,
he began implementing cost savings and efficiencies to improve
margins, primarily focusing on marketing and labor."

Mr. Hughes added, "A key initiative we carried out was aligning
staffing with revenue production and utilizing automation
wherever possible. With regard to promotions, we are more
prudently allocating our expenses while maintaining an
aggressive program. Due to the significant expansion of
Mountaineer's infrastructure last year, we believe that
comparisons to fourth quarter 2002 margins present a more
meaningful measure of our efforts to reduce expenses than would
comparisons to the first quarter of 2002. We are pleased with
the margin improvements over the fourth quarter of 2002,
especially considering the poor weather conditions. EBITDA was
17.1% of revenues in the first quarter, compared to 15.3% in the
fourth quarter of 2002. Labor and promotions expense controls
are in place and cost containment efforts continue."

Mr. Arneault continued, "The Grande Hotel at Mountaineer
produced lodging revenues that surpassed our expectations for
the quarter. Bookings for the convention center are strong, thus
far generating group hotel reservations in excess of 15,300 room
nights for the balance of 2003.

"Revenues at our Speedway Property in North Las Vegas were $2.4
million in the first quarter and the property generated $63,000
in EBITDA. The Reno facility, which we sold in mid-March for an
amount that approximated its carrying value, negatively impacted
EBITDA by $249,000 in the first quarter, but will not be a
factor in future periods."

Mr. Arneault further stated, "We remain enthusiastic about our
pending acquisition of Scioto Downs, which we now expect to
complete in the third quarter of this year. This transaction
fits well with our strategy to diversify and leverage our
expertise by building or acquiring other middle-market gaming
and/or parimutuel businesses in states that border West
Virginia. Also in line with this strategy is our planned
development of Presque Isle Downs, a thoroughbred horse racing
and parimutuel wagering facility in Erie, PA. The Commonwealth
Court of Pennsylvania is scheduled to hear on May 7 an appeal
filed by affiliates of Penn National Gaming and Magna
Entertainment challenging the Pennsylvania Racing Commission's
unanimous grant of our license. We have been proceeding with our
design, engineering and permitting efforts and plan to break
ground as soon as possible in the event the appeal is concluded
favorably."

                      Financial Guidance

The Company also provided financial guidance for fiscal 2003,
anticipating total revenues of approximately $292 million,
EBITDA of approximately $50 million and net income of
approximately $12.5 million. This guidance reflects higher
gaming taxes at Mountaineer (a greater percentage of revenue
will be subject to the State's surcharge) and approximately $8
million of additional interest expense compared to 2002 due to
additional borrowings (for the acquisition of Scioto Downs,
development of Presque Isle Downs, and repurchases of the
Company's common stock) and higher interest rates, as well as
increases in property and health insurance costs, real estate
taxes and depreciation. Earnings per share will be influenced by
the number of shares repurchased by the Company during the year.

Since closing its Senior Notes offering on March 25, 2003, the
Company has repurchased 170,900 shares of its common stock at an
average price of $6.83 per share. Additional repurchases will be
made at management's discretion without prior notice from time
to time in the open market or through privately negotiated
transactions with third parties in compliance with applicable
laws and depending on market conditions. The Company's guidance
assumes that (i) the acquisition of Scioto Downs will not have a
material impact on the Company's financial results in 2003; (ii)
the Company's investment in Presque Isle Downs will not be
impaired; (iii) no other acquisitions or dispositions; and (iv)
no material changes in economic conditions, West Virginia gaming
laws or world events.

Mr. Arneault concluded, "While we are optimistic about MTR's
prospects for 2003 and beyond, we feel it is prudent to be
conservative with our financial guidance until the full effect
of our cost savings initiatives is realized. We are also being
conservative due to the higher gaming taxes, interest expense,
insurance costs, real estate taxes and depreciation we are
experiencing. We will update guidance as we see fit as the year
progresses."

MTR Gaming Group, Inc. owns and operates the Mountaineer Race
Track & Gaming Resort in Chester, West Virginia, which currently
encompasses a thoroughbred racetrack with off-track betting and
export simulcasting, 3,000 slot machines, 359 hotel rooms, golf
course, spa & fitness center, theater and events center,
convention center and fine dining and entertainment. The Company
also owns and operates the Ramada Inn and Speedway Casino in
North Las Vegas. MTR recently obtained a license to build a new
thoroughbred racetrack with parimutuel wagering in Erie,
Pennsylvania (judicial review pending), and signed a Merger
Agreement with Scioto Downs, Inc. for Scioto to become a wholly
owned subsidiary of MTR (subject to various customary conditions
as reported on Forms 8-K filed with the Securities and Exchange
Commission on December 24, 2002 and March 5, 2003). MTR is
included on the Russell 2000(R) and Russell(R) 3000 Indexes. For
more information, please visit http://www.mtrgaming.com

As reported in Troubled Company Reporter's March 14, 2003
edition, Standard & Poor's Ratings Services assigned its 'B+'
rating to MTR Gaming Group Inc.'s $130 million senior unsecured
notes due 2010.

In addition, Standard & Poor's assigned its 'B+' corporate
credit rating to Chester, West Virginia-based MTR. Pro forma for
the offering, MTR will have approximately $147 million in total
debt outstanding. The outlook is stable.


MUZAK LLC: S&P Assigns BB- Ratings to Proposed $60MM Facility
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' rating to
business music services provider Muzak LLC's proposed $60
million senior secured revolving credit facility.

At the same time, Standard & Poor's assigned its 'B' rating to
its proposed $200 million Rule 144A senior unsecured notes. In
addition, Standard & Poor's affirmed its 'B+' corporate credit
rating on Muzak and its parent company, Muzak Holdings LLC,
which are analyzed on a consolidated basis. The outlook remains
negative.

Proceeds from the new notes and about $10 million in revolving
credit borrowings will be used to refinance Muzak's existing
bank debt and about $12 million in sponsor notes. After the
offering, the Fort Mill, S.C.-based firm will have about
$390 million in debt and $124 million in debt-like preferred
stock outstanding.

"The proposed refinancing will improve Muzak's maturity
structure by postponing until 2009 debt maturities that had been
scheduled to escalate in 2004," according to Standard & Poor's
credit analyst Steve Wilkinson. He added, "Even so, financial
risk remains high and Muzak will need to continue to grow its
operating cash flow and reduce consolidated leverage to preserve
its credit profile. The proposed transaction will modestly
increase interest expense because bank debt will be replaced
with higher rate notes. In addition, Muzak's senior discount
notes require cash interest payments starting in September
2004."

The ratings reflect Muzak's high financial risk due to its
reliance on debt and debt-like preferred stock to fund its
growth. The ratings also reflect business risk due to Muzak's
lack of operating diversity and the limited demand for its
products, evidenced by its limited target market penetration
despite its long operating history.

The ratings could be lowered if Muzak does not demonstrate
steady progress in lowering its consolidated leverage and
increasing its discretionary cash flow despite moderately
growing cash interest costs.


NEXTEL PARTNERS: Selling $100 Million Convertible Senior Notes
--------------------------------------------------------------
Nextel Partners, Inc. (Nasdaq:NXTP) intends to sell $100 million
of Convertible Senior Notes due 2008 to qualified institutional
buyers in an unregistered offering pursuant to Rule 144A under
the Securities Act of 1933. In addition, Nextel Partners will
grant the initial purchasers an overallotment option to purchase
up to an additional $25 million principal amount of the notes.
The notes will be convertible into Nextel Partners Class A
common stock. The net proceeds of the offering will be used for
general corporate purposes, including potential opportunistic
purchases of currently outstanding debt obligations.The notes to
be offered and the common stock issuable upon conversion of the
notes have not been registered under the Securities Act, or any
state securities laws, and may not be offered or sold in the
United States absent registration under, or an applicable
exemption from, the registration requirements of the Securities
Act and applicable state securities laws.

Nextel Partners Inc.'s 14% bonds due 2009 (NXTP09USR1) are
trading at about 95 cents-on-the-dollar, says DebtTraders. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=NXTP09USR1
for real-time bond pricing.


NORTHWEST AIRLINES: Reports 13.1% Traffic Decrease in April 2003
----------------------------------------------------------------
Northwest Airlines (Nasdaq: NWAC) announced a systemwide April
load factor of 71.9 percent, 4.4 points below April 2002.
Systemwide, Northwest flew 5.04 billion revenue passenger miles
and 7.01 billion available seat miles in April 2003, a traffic
decrease of 13.1 percent on a 7.8 percent decrease in capacity
versus April 2002.

April traffic results were negatively impacted by the Iraq war
and concerns over SARS (Severe Acute Respiratory Syndrome).

Northwest Airlines is the world's fourth largest airline with
hubs at Detroit, Minneapolis/St. Paul, Memphis, Tokyo and
Amsterdam, and approximately 1,500 daily departures.  With its
travel partners, Northwest serves nearly 750 cities in almost
120 countries on six continents.  In 2002, consumers from
throughout the world recognized Northwest's efforts to make
travel easier.  A 2002 J.D. Power and Associates study ranked
airports at Detroit and Minneapolis/St. Paul, home to
Northwest's two largest hubs, tied for second place among large
domestic airports in overall customer satisfaction. Business
travelers who subscribe to OAG print and electronic flight
guides rated nwa.com as the best airline Web site. Readers of
TTG Asia and TTG China named Northwest "Best North American
airline."

Visit http://www.nwa.comfor more information on the Company.

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


OLYMPIC PIPE LINE: Taps Sidley Austin as FERC and WUTC Counsel
--------------------------------------------------------------
Olympic Pipe Line Company asks for approval from the U.S.
Bankruptcy Court for the Western District of Washington to
employ Sidley Austin Brown & Wood LLP as its Special Counsel.

Prior to filing for bankruptcy protection, Olympic Pipe turned
to Sidley Austin for:

     a) representation of the debtor before the Federal Energy
        Regulatory Commission in connection with Debtor's 2001
        rate increase filing;

     b) assisting in representing the debtor before the
        Washington Utilities and Transportation Commission in
        connection with Debtor's 2001 rate increase filing;

     c) representation before the FERC and the D.C. Circuit
        Court of Appeals in connection with Debtor's appeal from
        the FERC order denying the 2001 rate increase; and

     d) representation in the preparation of a new rate increase
        filing with FERC.

The Debtor wishes to continue Sidley Austin's engagement in the
same areas the firm represented the Debtor prepetition.  The
Debtor submits that it's for the best interest of the estate,
the creditors and the parties-in-interests.

Lawrence A. Miller, Esq., a partner in Sidley Austin will lead
the engagement team.  His hourly billing rate is $450.  The
hourly billing rates of the other individuals who will be doing
work on behalf of the debtor range from $225 to $450.  Mr.
Miller tells the Court that these rates represent a 10% discount
from the normal hourly rates of Sidley Austin personnel,
negotiated with Olympic prior to the petition.

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


OWENS-BROCKWAY: Closes Sale of $450 Million Senior Secured Notes
----------------------------------------------------------------
Owens-Brockway Glass Container Inc., an indirect wholly owned
subsidiary of Owens-Illinois, Inc. (NYSE: OI), has closed on the
sale of $450 million aggregate principal amount of its 7-3/4%
senior secured notes due 2011 and $450 million aggregate
principal amount of its 8-1/4% senior notes due 2013 in a
private offering.

The net proceeds from these notes will be used to purchase in
the tender offer commenced on April 28, 2003, and/or otherwise
repurchase, all of Owens-Illinois Inc.'s $300 million aggregate
principal amount of 7.85% Senior Notes due 2004 and permanently
reduce the revolving loan portion of the secured credit
agreement, which matures on March 31, 2004.

The senior secured notes and senior notes have not been
registered under the Securities Act of 1933, as amended, or
applicable state securities laws. Unless so registered, the
senior secured notes and senior notes may not be offered or sold
in the United States except pursuant to an exemption from the
registration requirements of the Securities Act and applicable
state securities laws.

As previously reported in Troubled Company Reporter, Standard &
Poor's Ratings Services assigned its 'BB' rating to
Owens-Brockway Glass Container Inc.'s $450 million senior
secured notes due 2011. At the same time, Standard & Poor's
assigned its 'B+' rating to Owens-Brockway Glass Container
Inc.'s $350 million senior unsecured notes due 2013.

Standard & Poor's said that it has affirmed its ratings,
including its 'BB' corporate credit rating, on Owens-Illinois
Inc. and its related entities. The outlook remains negative.
Proceeds of the proposed notes offerings will be used to
permanently reduce the company's revolving credit facility and
repurchase Owens-Illinois Inc.'s $300 million senior notes due
March 2004. Total debt outstanding was about $5.4 billion as at
Dec. 31, 2002.

"The ratings on Owens-Illinois Inc. and its related entities
reflect the company's aggressive financial profile and
meaningful concerns regarding its asbestos liability, offset by
an above-average business position and strong EBITDA
generation," said Standard & Poor's credit analyst Paul Vastola.
Owens-Illinois' above-average business risk profile incorporates
the company's preeminent market positions, which are bolstered
by superior production technology, operating efficiency, and the
relatively recession-resistant nature of many of its packaging
products.


PIONEER-STANDARD: KeyLink Forges Distribution Pact with Oracle
--------------------------------------------------------------
Pioneer-Standard Electronics, Inc. (Nasdaq: PIOS), a leading
distributor and reseller of enterprise computing systems,
services and storage solutions, announced that its distribution
arm, KeyLink Systems(R) and Oracle Corporation Canada Inc., a
subsidiary of Oracle Corporation (Nasdaq: ORCL), the world's
largest enterprise software company, have reached an agreement
for KeyLink Systems to distribute and resell Oracle products in
Canada. The agreement establishes Pioneer-Standard's KeyLink
Systems as a preferred Oracle partner authorized to distribute
Oracle's industry-leading Oracle9i Database, Oracle9i
Application Server and Oracle Collaboration Suite in Canada.

This agreement allows KeyLink Systems' existing Oracle resellers
to extend their market reach into Canada. In addition, KeyLink
Systems will be able to provide its Canadian resellers with an
expanded product line offering. As the distributor, KeyLink
Systems will provide expertise to architect solutions, deliver
technical pre-sales and configuration support, as well as
education and implementation guidance.

"Oracle has been a long-time strategic partner with KeyLink
Systems. We have built our business and success around being the
best in the marketplace and are thrilled to expand our Oracle
offering into the Canadian marketplace," said Bob Bailey,
executive vice president, Pioneer-Standard. "This partnership
extends the reach of two great leaders by combining KeyLink
Systems' enterprise solution strengths with Oracle's world-class
enterprise software products."

"KeyLink Systems has a solid reputation as a top performing
enterprise computer distributor and is one of Oracle's oldest
partners. Working together, KeyLink Systems and Oracle have been
successfully providing resellers and end users in the U.S. with
effective IT solutions to help them manage critical
information," stated Rick Terry, director, partners and
alliances, Oracle Corporation Canada Inc. "Today's announcement
further solidifies this relationship and allows the two
companies to work together to replicate this success in Canada."

Pioneer-Standard Electronics, Inc. is one of the foremost
distributors and premier resellers of leading enterprise
computer technology solutions from HP and IBM as well as other
top manufacturers. The Company has a proven track record of
delivering complex servers, software, storage and services to
resellers and corporate end-user customers across a diverse set
of industries. Headquartered in Cleveland, OH, Pioneer-Standard
has sales offices throughout the U.S. and Canada.  For more
information, visit http://www.pioneer-standard.com

KeyLink Systems is the distribution channel of Pioneer-Standard
Electronics, Inc. that markets and sells innovative enterprise-
level computer products, services and solutions to its network
of resellers located throughout the U.S. and Canada.

Oracle is the world's largest enterprise software company. For
more information about Oracle visit http://www.oracle.com

                         *   *   *

As reported in the Troubled Company Reporter's January 17, 2003
edition, Standard & Poor's Ratings Services placed its 'BB-'
corporate credit and its other ratings for Pioneer-Standard
Electronics Inc. on CreditWatch with a negative implication.


PPM AMERICA: Fitch Downgrades 2 Classes of Notes to BB/CCC-
-----------------------------------------------------------
Fitch Ratings affirms three classes of notes and downgrades two
classes of notes issued by PPM America High Grade CBO I, Ltd
(PPM High Grade). The following rating actions are effective
immediately:

     --$297,778,938 class A-1 senior secured REMARCS affirmed at
       'F1+'/'AAA';

     --$584,043,756 class A-2 senior secured notes affirmed at
       'AAA';

     --$23,585,181 class A-3 variable interest participating
       notes affirmed at 'AAA';

     --$58,000,000 class B senior subordinated notes downgraded
       to 'BB' from 'BBB-';

     --$17,850,000 class C structured equity notes downgraded to
       'CCC-' from 'B-'.

PPM High Grade is a collateralized bond obligation composed of
primarily investment grade bonds, managed by PPM America, Inc.
Due to the increased levels of defaults and deteriorating credit
quality of a portion of the portfolio assets, Fitch has reviewed
in detail the portfolio performance of PPM High Grade. In
conjunction with this review, Fitch discussed the current state
of the portfolio with the asset manager and their portfolio
management strategy going forward.

At this time, PPM High Grade is failing its total
overcollateralization test, weighted average rating test and
weighted average coupon test. Since August 2, 2002, PPM High
Grade began to fail its total OC test and on the January 15,
2003 payment date, a portion of the class A-1, class A-2 and
class A-3 senior notes were redeemed due to the failure of this
test. The redemption of the class A-1, class A-2 and class A-3
notes was not sufficient to cure the OC test failure. As of
April 2, 2003, the latest trustee report available, the total OC
test was 100.92 compared to 103.25.

As of April 2, 2003, defaulted assets represented 2.2% of the
total collateral. PPM America has been actively trading the
portfolio and opportunistically selling out of defaulted
securities. The portfolio at close targeted 80% investment grade
securities and as of April 2, 2003 only 67% were investment
grade. Fitch's weighted average rating factor has deteriorated
from an initial value of 17.5 ('BBB'/'BBB-'), as defined by the
trustee report, to 22.5 ('BBB-'/'BB+'). Fitch conducted cash
flow modeling utilizing various default timing and interest rate
scenarios to measure the breakeven default rates the structure
can withstand going forward relative to the minimum cumulative
default rates for the rated liabilities. As a result of this
analysis, Fitch has determined that the original ratings
assigned to the class B and C notes no longer reflect the
current risk to noteholders. Fitch did not incorporate into its
cash flow modeling the portfolio assets trading above par, which
if sold may yield gains to the portfolio and build par. The
class C notes are rated to the ultimate return of principal.
Since the closing date, the class C notes have received
$2,950,636 of distributions leaving a remaining rated balance of
$14,899,364.

Fitch will continue to monitor and review this transaction for
future rating adjustments.


PRIMEDIA INC: Commences Private Offering of $300MM Senior Notes
---------------------------------------------------------------
PRIMEDIA Inc. (NYSE: PRM) commenced a private offering of $300
million principal amount of its Senior Notes due 2013. The
proceeds of the offering will be used to redeem PRIMEDIA's 8-
1/2% Senior Notes due 2006 and for general corporate purposes.
The notes will not be registered under the Securities Act of
1933 and may not be offered or sold in the United States absent
registration or an applicable exemption from registration.

PRIMEDIA is the largest targeted media company with leading
positions in consumer and business-to-business markets. Our
properties deliver content via print, along with video, the
Internet and live events and offer highly effective advertising
and marketing solutions in some of the most sought after niche
markets. With 2002 sales from continuing businesses of $1.6
billion, PRIMEDIA is the #1 special interest magazine publisher
in the U.S. with more than 250 titles. Our well known brands
include Motor Trend, Automobile, New York, Fly Fisherman, Power
& Motoryacht, Ward's Auto World, and Registered Rep. The company
is also the #1 producer and distributor of free consumer guides,
including Apartment Guides. PRIMEDIA Television's leading brand
is the Channel One Network and About is one of the largest
sources of original content on the Internet. PRIMEDIA's stock
symbol is: NYSE: PRM. More information about the company can be
found at http://www.primedia.com

As previously reported, Standard & Poor's Ratings Services
affirmed its single-'B' corporate credit rating on publisher
PRIMEDIA Inc., and removed the rating from CreditWatch (where it
was placed on Sept. 26, 2001).


PRIMUS TELECOMMS: Board Okays Stockholders Rights Plan Amendment
----------------------------------------------------------------
On April 30, 2003, Primus Telecommunications Group Inc.'s Board
of Directors approved an amendment to the Company's Stockholder
Rights Plan as adopted on December 16, 1998, and subsequently
modified.  The amendment provides that if the rights issued to
stockholders under the Rights Plan are triggered, the Company
may exchange for each right one share of Company common stock
(or 1/1000 of a share of Class B Company Preferred Stock).  No
other material changes were made to the Rights Plan. The
amendment is not in response to any known take over efforts, but
is intended to protect stockholders from coercive or unfair
takeover tactics.

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 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.


REGUS: Committee Turns to Ernst & Young for Restructuring Advice
----------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in the
Chapter 11 case of Regus Business Centre Corp., wants to employ
Ernst & Young Corporate Finance LLC as its Restructuring
Advisors.

The Committee asserts that it is necessary and appropriate for
it to employ and retain Ernst & Young to:

     a) analyze the current financial position of the Debtors
        and non-Debtors;

     b) analyze the Debtors' and non-Debtors' business plans,
        cash flow projections, restructuring programs, and other
        reports or analyses prepared by the Debtors and non-
        Debtors or its professionals in order to advise the
        Committee on the viability of the continuing operations
        and the reasonableness of projections and underlying
        assumptions;

     c) analyze the financial ramifications of proposed
        transactions for which the Debtors seek Bankruptcy Court
        approval, including, but not limited to, debtor in
        possession financing and cash management,
        assumption/rejection of real property leases and other
        contracts, asset sales, management compensation and/or
        retention and severance plans;

     d) analyze the Debtors' and non-Debtors' internally
        prepared financial statements and related documentation,
        in order to evaluate the performance of the Debtors and
        non-Debtors' as compared to projected results on an
        ongoing basis;

     e) attend and advise at meetings with the Committee, its
        counsel, other financial advisors and representatives of
        the Debtors;

     f) assist and advise the Committee and its counsel in the
        development, evaluation and documentation of any plan(s)
        of reorganization or strategic transaction(s), including
        developing, structuring and negotiating the terms and
        conditions of potential plan(s) or strategic
        transaction(s) and the consideration that is to be
        provided to unsecured creditors;

     g) prepare hypothetical liquidation analyses;

     h) render testimony in connection with its rendered
        services, as required, on behalf of the Committee; and

     i) provide such other services, as requested by the
        Committee and agreed by Ernst & Young.

The Committee believes that Ernst & Young possesses extensive
knowledge and expertise in the areas of restructuring advisory
services relevant to these cases, including the areas of
corporate restructurings and reorganizations, and that Ernst &
Young is well qualified to represent the Committee in these
cases.

Ernst & Young will charge for its restructuring advisory
services on an hourly basis in accordance with its ordinary and
customary hourly rates:

          Managing Directors/Principals      $550 - 595
          Directors                          $475 - 545
          Vice Presidents                    $375 - 440
          Associates                         $320 - 340
          Analysts                           $275
          Client Service Associates          $140

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

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


R.H. DONNELLEY: Appoints Jenny L. Apker as VP and Treasurer
-----------------------------------------------------------
R.H. Donnelley Corporation (NYSE:RHD), a leading publisher of
yellow page directories, announced that Jenny L. Apker has been
appointed Vice President and Treasurer, effective May 26, 2003.
Apker will replace Frank M. Colarusso, who will be leaving the
Company to pursue other opportunities, following an orderly
transition.

Apker was previously Assistant Treasurer at Allied Waste
Industries, the second largest waste services company in the
U.S. Most recently, she was responsible for coordinating Allied
Waste's $3.7 billion debt and equity financings. Before joining
Allied Waste in 1988, Apker was Vice President at First
Interstate Bank of Arizona, which was subsequently acquired by
Wells Fargo. Previously Apker spent 11 years at Greyhound
Financial Corporation, achieving the title of Vice President,
Corporate Finance.

"We are thrilled to add Jenny to our senior leadership team,"
said Steven M. Blondy, Senior Vice President and CFO of
Donnelley. "Jenny brings a sophisticated approach to treasury
activity that will benefit us greatly, especially given our
current leverage position. She also has very relevant experience
working with consolidating industries and brings valuable
expertise to help integrate the Sprint directory publishing
business."

Blondy added, "We would also like to recognize Frank for his
commitment and many contributions to R.H. Donnelley. Frank has
added immeasurably to the Company's success during his five-year
tenure and during his 12 years with Dun & Bradstreet before
that. We wish him all the best in his new pursuits."

Apker said "I am very excited to join the team at R.H.
Donnelley, a well respected, industry leader in yellow pages. I
look forward to leveraging my experience in debt portfolio
management, acquisition integration and enterprise risk
management to build on Donnelley's strong platform for future
growth."

R.H. Donnelley --- whose senior secured $1.5 billion facility
has been rated by Standard & Poor's at BB -- is a leading
publisher of yellow pages directories which publishes 260
directories under the Sprint Yellow Pages(R) brand in 18 states,
with major markets including Las Vegas, Orlando and Lee County,
Florida. The Company also serves as the exclusive sales agent
for 129 SBC directories under the SBC Smart Yellow Pages brand
in Illinois and northwest Indiana through DonTech, its perpetual
partnership with SBC. In total, R.H. Donnelley serves more than
250,000 local and national advertisers. For more information,
please visit R.H. Donnelley at http://www.rhd.com


ROYAL CARIBBEAN: S&P Rates Proposed $250MM Senior Notes at BB+
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB+' rating to
Royal Caribbean Cruises Ltd.'s proposed $250 million senior
notes due 2010. The notes are expected to rank equally with the
company's other senior unsecured notes. Proceeds will be used
for general corporate purposes, including capital expenditures.
The notes are being offered as part of a shelf registration
statement.

At the same time, Standard & Poor's affirmed its 'BB+' corporate
credit rating. The outlook is negative. At the end of Dec. 31,
2002, RCL, the world's second largest cruise company, had
approximately $5.4 billion in debt.

RCL will add three remaining ships to its fleet by the second
quarter of 2004. One in each of the third and fourth quarters of
2003, and one in the second quarter of 2004.  Capital spending
in 2003 is now expected to amount to $1.1 billion, declining to
$.5 billion in 2004. "Based on our expectations for cash flow,
debt levels are expected to grow by $300 million - $400 million
in 2003 to fund the new ships," said Standard & Poor's credit
analyst Craig Parmelee. "Debt leverage, however, is expected
remain in the present range due to growth in cash flow spurred
by the new capacity," Mr. Parmelee added. Standard & Poor's
expects that RCL will generate substantial discretionary cash
flow in 2004 and 2005, and that these funds will be applied to
debt reduction.

Standard & Poor's is also somewhat concerned about industry
capacity growth, particularly if the economic environment does
not improve beyond 2003. Net capacity growth in the cruise
industry remains substantial during the next couple of years,
averaging about 10% per year. Standard & Poor's expects that
this will continue to put pressure on pricing and margins while
the economy remains soft.

RCL's credit measures have been significantly weak for the
ratings for several quarters. This issue is mitigated by the
company's adequate liquidity position, the expectation for
meaningful de-leveraging beginning in 2004, and the company's
solid position in an industry that has high barriers to entry.
RCL is a significant player in the cruise industry, and has good
prospects for the future.


SALOMON BROTHERS: S&P Cuts Ratings on Ser. 2000-C3 Note Classes
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on
classes K, L, M, and N of Salomon Brothers Commercial Mortgage
Trust 2000-C3's commercial mortgage pass-through certificates
series 2000-C3. At the same time, the ratings on classes A-1, A-
2, X, B, C, D, E, F, G, H, and J from the same transaction are
affirmed.

The lowered ratings reflect anticipated credit support erosion
upon the eventual disposition of some of the specially serviced
assets, particularly those secured by office properties, and
concerns regarding some of the watchlist loans. The affirmed
ratings reflect credit enhancement levels that adequately
support the existing ratings, after taking into account expected
losses and the steady to improved performance of the top 10
loans in the pool.

As of April 2003, the trust collateral consisted of 180
commercial mortgages with an outstanding balance of $888.3
million, hardly changed from 181 loans totaling $892.6 million
at issuance. The master servicer, Midland Loan Services Inc.,
reported either full or partial year 2002 net cash flow debt
service coverage ratios for 86% of the loans. Based on this
information, Standard & Poor's calculated the DSCR for the pool
at 1.45x for the 2002 data, up from 1.35x at issuance.

The current weighted average DSCR for the 10 largest loans
totaling $303.4 million, or 34.2% of the pool, is 1.48x for the
2002 data, compared to 1.39x at issuance. The pool has
geographic concentrations greater than 5% in the states of
Illinois (26%), California (17%), and Michigan (6%). The pool
has property type concentrations greater than 5% in office
(49%), retail (17%), multifamily (11%), mixed use (7%), and
industrial (6%).

There are seven specially serviced assets with a current
combined balance of $31.6 million, or 3.56% of the pool. Four of
the loans totaling $22.05 million or 2.48% are real estate
owned. The largest specially serviced loan, 29200 Northwestern
Highway, is REO and has a balance of $10.1 million, or 1.1% of
the pool. It is secured by an 111,542-square-foot (sq. ft.)
office property located in Southfield, Mich., just northwest of
Detroit. With two recently signed leases, current occupancy is
51%, and the most recent DSCR (as of Sept. 30, 2002) is negative
0.06x. A recent appraisal (September 2002) valued the property
as is at $7 million and stabilized at $9.4 million. Outstanding
advances total approximately $1.46 million. A loss is expected
upon disposition.

The second largest specially serviced loan, Hamlin Court, has a
current balance of $6.7 million (0.75% of the pool). It is
secured by a 42,868-sq. ft. office building located in
Sunnyvale, Calif. that has lost its only two technology tenants
and became REO in late March. It is listed for sale for $6.45
million.

Another specially serviced loan of concern, the K-Mart Shopping
Center-Savannah loan, has a balance of $3.98 million, or 0.45%
of the pool. The single-tenant property located in Savannah,
Ga., is 111,043 sq. ft., but has gone dark. Another two
specially serviced loans consist of an industrial and a self-
storage property totaling $5.25 million or 0.59%. The industrial
property is now REO after a six-month redemption period and will
be marketed for sale. The self storage property, which is REO,
has a signed letter of intent to purchase for $2.05 million but
such letter is still subject to a due diligence period. There is
outstanding advancing on both assets. Of less concern are the
last two specially serviced assets: a lodging and an office
property totaling $5.56 million or 0.63% that are both expected
to be returned to the servicer after successful completion of
their respective assumptions.

The servicer's current watchlist notes seven loans totaling
$35.5 million (4.0% of the pool). The largest loan on the
watchlist, Four Points Hotel by Sheraton, for $9.3 million
(1.0%), has a DSCR of 0.75x as of Dec. 31, 2002, down from 0.88x
in 2001. While occupancy improved to 66.8% in 2002 from 59.6% in
2001, it did so at the expense of the average daily rate, which
has fallen to $88.11 for 2002. The property is a 127-room full
service hotel located in Norwalk, Conn. In addition, there is a
troubled office property that appears on the watchlist, for $5.6
million, or 0.63% of the pool.

Based on discussions with Midland and Lennar Partners Inc.,
Standard & Poor's stressed various loans in the mortgage pool as
part of its analysis. The expected losses and resultant credit
levels adequately support the rating actions.

                         RATINGS LOWERED

          Salomon Brothers Commercial Mortgage Trust 2000-C3
          Commercial mortgage pass-thru certs series 2000-C3

                     Rating
          Class   To        From   Credit enhancement(%)
          K       B+          BB-                   3.99
          L       B           B+                    2.83
          M       B-          B                     2.32
          N       CCC+        B-                    1.93

                         RATINGS AFFIRMED

          Salomon Brothers Commercial Mortgage Trust 2000-C3
          Commercial mortgage pass-thru certs series 2000-C3

          Class     Rating     Credit enhancement(%)
          A-1       AAA                        23.68
          A-2       AAA                        23.68
          B         AA                         18.79
          C         A                          14.67
          D         A-                         13.13
          E         BBB+                       11.58
          F         BBB                        10.04
          G         BBB-                        8.49
          H         BB+                         5.41
          J         BB                          4.63
          X         AAA                         N.A.


SAMSONITE: S&P Changes Ratings Outlook After Refinancing Pact
-------------------------------------------------------------
Standard & Poor's Ratings Services revised its ratings on
luggage maker Samsonite Corp. to CreditWatch with developing
implications from CreditWatch negative. The ratings were
originally placed on CreditWatch Oct. 7, 2002.

The action follows Samsonite's May 1, 2003, announcement that it
had entered into a recapitalization agreement. Developing
implications means that the ratings could be lowered, affirmed,
or raised following Standard & Poor's review of the company and
its ability to address its upcoming financial obligations.

"The proposed transaction will not only improve the company's
financial profile by lowering total debt and its preferred stock
burden but will also eliminate near-term term bank debt
maturities," said Standard & Poor's credit analyst David Kang.

Under the agreement, the company will refinance its term bank
debt with $106 million of new preferred stock at an initial
dividend rate of 8%. The company will also replace its existing
credit facility with a new $60 million revolving credit
facility. Furthermore, the company will retire all of the
outstanding shares of its 13-7/8% senior redeemable preferred
stock. This will be exchanged for either new preferred stock and
common stock or common stock and warrants to purchase additional
common stock.

However, the amount and timing of any transaction is uncertain
because it is subject to several conditions. These include the
company's entering into a new credit facility and reaching an
agreement with the Pension Benefit Guaranty Corporation
satisfactory to the new investors with respect to the company's
ability to refinance the new credit facility in the future.

Upon closing of the proposed transaction, based on current terms
and conditions, Standard & Poor's expects to raise Samsonite's
ratings one notch. This would reflect the company's improved
liquidity position and expectations that its improved financial
performance will be sustainable. In addition, Standard & Poor's
will reassess the recovery prospects of the proposed new
revolving credit facility under a default scenario.

Samsonite's ratings could still be lowered at least one notch in
the near term if the company is unable to complete the proposed
recapitalization or satisfactorily address its upcoming
financial obligations. These include interest payments on its
subordinated debt, bank debt maturities, required pension plan
contributions, and a growing preferred stock liability, which
becomes cash pay after June 15, 2003, otherwise the dividend
rate increases by 2%.

Denver, Colo.-based Samsonite, a leading global provider of
luggage and travel-related products, had about $427 million of
debt outstanding at Oct. 31, 2002.

Standard & Poor's will continue to monitor developments and will
meet with management to discuss the company's future capital
structure and financial policies before resolving the
CreditWatch listing.


SAMSONITE CORP: Delays Filing of Annual Report on Form 10-K
-----------------------------------------------------------
The annual report of Samsonite Corporation on Form 10-K will not
be filed within the prescribed time period. During the past
several weeks, the Company has been actively involved in
negotiating and documenting a possible recapitalization
transaction designed to deleverage the Company. On May 1, 2003
the Company executed a recapitalization agreement with a group
of private investors and an amendment to its existing senior
credit facility that will extend the maturity date of its
revolving credit and European term loans thereunder from
June 24, 2003 to June 24, 2004. These transactions will
materially affect the disclosures in its annual report on Form
10-K and the financial statements included therein.

The recapitalization agreement and the amendment to the senior
credit facility are subject to numerous conditions precedent,
including a condition that the Company reach an agreement with
the Pension Benefit Guaranty Corporation with respect to, among
other things, the new credit facility and the Company's ability
to refinance such facility in the future.

If the Company were to file its Annual Report on Form 10-K on
the May 1 due date, absent satisfaction of the PBGC Condition,
the Company believes that the report of the Company's
independent auditors on the Company's financial statements as of
and for the fiscal year ended January 31, 2003 would contain a
qualification regarding the Company's ability to continue as a
going concern. The Company is in the process of negotiating
satisfactory arrangements with the PBGC in an effort to satisfy
the PBGC Condition. If a satisfactory agreement with the PBGC is
not reached by the date on which the Company files its Annual
Report on Form 10-K with the SEC, the Company believes that the
report from its independent auditors contained therein will
contain a "going concern" qualification. The Company believes
that having an extended maturity date for its credit facilities
is necessary for the Company to have non-current debt and to
receive an unqualified report on its 2003 financial statements
from its auditors. There can be no assurances that such a report
will be received. In addition, if the PBGC Condition is not
satisfied, it is uncertain whether a recapitalization will be
consummated, in which case the Company will need to consider
other possible alternatives available to it.

Samsonite Corp.'s 10.750% bonds due 2008 (SAMC08USR1) are
trading at about 79 cents-on-the-dollar, says DebtTraders. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=SAMC08USR1
for real-time bond pricing.


SAMSONITE CORP: Moody's Affirms Low-B and Junk Ratings
------------------------------------------------------
The ratings of Samsonite Corporation were affirmed by Moody's
Investors Service. Outlook for the ratings was changed to
developing from negative due to the company's planned
recapitalization pact that could sizably reduce the company's
debts and refinance its current debt facility.

                      Affirmed Ratings

   * B3 - Senior implied rating;

   * B2 - $70.0 million senior secured revolving credit facility
          due in June 2004;

   * B2 - $35.2 million senior secured European term loan
          facility due June 2004;

   * B2 - $46.2 million senior secured U.S. term loan facility
          due June 2005;

* Caa2 - $322.8 million 10-3/4% senior subordinated notes due
           June 2008;

    * C - $309.1 million 13-7/8% senior redeemable preferred
          stock due June 2010;

* Caa1 - Senior unsecured issuer rating.

Samsonite's brand recognition and ample market share supports
the ratings. The ratings also reflect the challenges Samsonite
encounters in the luggage industry as intensified price
competition in the company's core Asian and European markets
could have a large impact on the company's consolidated
operating results.

Samsonite Corporation, based in Denver, Colorado, is one of the
world's largest manufacturers and distributors of luggage and
travel-related products.


SAMSONITE: Inks 4th Amendment to Rights Pact with BankBoston
------------------------------------------------------------
Samsonite Corporation and Equiserve Trust Company, N.A. entered
into an Amendment to the Rights Agreement dated May 1, 2003
amending the Rights Agreement between the Company and
BankBoston, N.A., dated May 12, 1998, as amended on April 7,
1999, as further amended on July 13, 1999, and as further
amended on September 27, 1999 in order, among other things, to:

1.  amend Section 1(a) of the Rights Agreement to provide that
    none of ACOF Management, L.P., Bain Capital (Europe) LLC,
    Ontario Teachers Pension Plan Board, or any other person who
    is a party to the Recapitalization Agreement, dated May 1,
    2003, between the Company, Ares, Bain and certain of its
    Affiliates and Ontario, or any voting, stockholder or other
    agreement referred to therein, nor any of their respective
    Affiliates (as defined in the Rights Agreement), will become
    an Acquiring Person (as defined in the Rights Agreement) or
    otherwise cause a triggering event to occur as a result of
    the execution of the Recapitalization Agreement and/or the
    Ancillary Agreements, or consummation of the transactions
    contemplated in the Recapitalization Agreement and/or the
    Ancillary Agreements;

2.  amend Section 7(a) of the Rights Agreement to provide for
    the expiration of the Rights Agreement on the Closing Date
    (as defined in the Recapitalization Agreement);

3.  amend Section 21 of the Rights Agreement to provide for the
    automatic resignation of the Rights Agent upon the
    termination of the transfer agency relationship; and

4.  add a new Section 34 to the Rights Agreement to provide that
    the Rights Agent will not be liable for any failures
    resulting from acts beyond its reasonable control.


SERVICE MERCHANDISE: Challenging US Bank and Trust's $7MM+ Claim
----------------------------------------------------------------
US Bank and Trust National Association filed multiple proofs of
claim relating to certain real property that the Service
Merchandise Debtors lease from a third-party landlord.  The
alleged secured claims are:

       Claim No.         Amount
       ---------         ------
         3796          $2,338,158
         3797           1,104,336
         3798             278,888
         1503            $278,888
         1504           2,338,158
         1505           1,104,336
         2209               5,000

Each of the claims relates to a principal and interest owed by
the landlord under certain loans or financing agreements between
them and US Bank.  These loans are purportedly secured by
leasehold mortgages granted by the Landlord to US Bank, which in
turn grants US Bank an interest in the Landlord's interest in
its leases with the Debtors.

However, Paul G. Jennings, Esq., at Bass, Berry & Sims PLC, in
Nashville, Tennessee, argues that since the Debtors are not
parties to the Loans or any leasehold mortgages, US Bank does
not have a claim against them.  The claims are not enforceable
against the Debtors under any agreement or applicable law.

Furthermore, Claim Nos. 3796, 3797 and 3798 assert a basis for
liability that is duplicative of Claim Nos. 1504, 1505 and 1503.
"US Bank, if at all, is entitled only to a single satisfaction
of any particular claim of liability against the Debtors," Mr.
Jennings asserts.

By allowing US Bank to assert its claims of liability under the
multiple Proofs of Claim, the Debtors and their estates risk the
imposition of inconsistent liability and multiple recoveries for
a single claim or liability.

The Bankruptcy Code grants an allowed secured claim to a
claimant only if the claimant has an allowed claim against the
Debtors that is secured by a valid lien against property of the
estate. In this case, Mr. Jennings says, US Bank does not have
any interest in any property of the estate.  Moreover, even if
US Bank had a valid interest in the property of these estates,
the interest does not secure any allowable claim against the
Debtors. Therefore, US Bank is not entitled to any secured claim
against the Debtors.

Thus, to confirm that US Bank has only a single claim of
liability, to clarify the claims register in these cases, and to
simplify the claims allowance or disallowance process, the
Debtors ask the Court to disallow the duplicative claims filed
and allow, if at all, only one claim that encompasses the
Debtors' entire liability, if any, to the Claimant. (Service
Merchandise Bankruptcy News, Issue No. 48; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


SIERRA PACIFIC: S&P Raises Refunding Revenue Bonds Rating to BB
---------------------------------------------------------------
Standard & Poor's Ratings Services said that it raised its
rating on Sierra Pacific Power Co.'s (SPP; B+/Neg/--) $80
million Washoe County water facilities refunding revenue bonds
to 'BB' from 'B-'.

"The upgrade reflects the backing of the previously unsecured
bonds by SPP's general and refunding bonds as part of the
current remarketing," said credit analyst Swami Venkataraman.

The tax-exempt bonds, for which SPP is the obligor, mature in
2036 but are remarketed periodically to reset interest rates.
The company will set rates for only one year, since SPP has only
short-term authority to issue general and refunding bonds.

Reno, Nevada-based SPP had $1.02 billion in debt outstanding as
of Dec. 31, 2002. Its 'B+' corporate credit rating reflects the
consolidated credit profile of Sierra Pacific Resources and its
utility subsidiaries, Nevada Power and SPP, and factors in the
adverse regulatory environment in Nevada; operating risk arising
from Nevada Power's dependence on wholesale markets for over 50%
of its energy requirements; and the substantially weakened
financial profile resulting from the disallowance in 2002 by the
Public Utility Commission of Nevada of $434 million in deferred
power costs for Nevada Power and $56 million for SPP. The recent
federal court decision denying Nevada Power's request to recover
the $437 million disallowed by the PUCN did not affect ratings,
since Standard & Poor's had not factored into the current
ratings any positive outcome from the litigation.

The negative outlook reflects the risk of an adverse ruling
either by the PUCN on Nevada Power's pending deferred cost
recovery case or by the court on the Enron lawsuit. Enron is
demanding payment of about $300 million in marked-to-market
profits on power supply contracts with Nevada Power that Enron
terminated following Nevada Power's downgrade in April 2002.


STARWOOD HOTELS: S&P Yanks Corporate Credit Rating to BB+
---------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings for
Starwood Hotels & Resorts Worldwide Inc., including its
corporate credit rating to 'BB+' from 'BBB-'.

At the same time, the ratings were removed from CreditWatch
where they were placed on Dec. 20, 2002. The outlook is stable.
Total debt outstanding as of March 31, 2003, was $5.5 billion.

"The rating actions stem from Starwood's lack of progress in
improving credit measures during the last several quarters amid
a challenging lodging operating environment," said Standard &
Poor's credit analyst Craig Parmelee. "In addition, our
expectations are that credit measures will not improve to levels
more consistent with the ratings in the near term, despite
significant planned asset sales," added Mr. Parmelee.

Performance of U.S. travel and leisure companies continues to be
affected by such factors as a weak economy and an unstable
global political environment. Revenue per available room
(RevPAR) for the U.S. lodging industry declined for a second
consecutive year in 2002, and was down again in the first
quarter of 2003. In addition, higher expenses in areas such as
insurance, energy, health care costs, and property taxes, have
squeezed margins resulting in declining EBITDA for most
companies.

In line with these trends, Starwood provided guidance on
April 29, 2003, that RevPAR for its same-store owned hotels in
North America would likely decline about 4% in its second
quarter ended June 30, 2003, and that EBITDA would likely be in
the $230 million - $240 million range. In addition, Starwood
cited its expectation that full 2003 RevPAR will decline by
1%-2% resulting in EBITDA of $930 million - $950 million. These
results are below the previous expectations of Standard &
Poor's.

The company has moved forward on a plan to sell assets in order
to reduce debt, and has announced that it has entered into
agreements to sell certain assets for ?565 million, or about
$617 million based on exchange rates as of March 31, 2003. These
transactions are expected to close in mid-2003.  The company
also announced its intention to sell an 18-hotel portfolio in
North America. While no agreement has been consummated relative
to this portfolio, the company expects to enter into an
agreement in the coming months and to close these sales in the
second half of 2003. If Starwood successfully closes each of the
transactions, it will generate total proceeds of about $1.1
billion, most of which are expected to be used to reduce debt.
Although this level of asset sales would achieve Standard &
Poor's prior expectations, the operating environment has
weakened further than expected in the first quarter, and only a
modest improvement is anticipated in the remainder of 2003.

A large cause of Starwood's EBITDA decline stems from a
significant economy related fall-off in business travel during
the past two years. The composition of Starwood's portfolio
typically helps the company to grow faster than the sector
during healthy economic environments, but underperforms the
industry during weak periods. Therefore, Standard & Poor's
expects that Starwood will experience solid internal growth once
the economy begins to grow more quickly, particularly given a
very modest anticipated increase in hotel supply in the next few
years. However, Standard & Poor's does not foresee the lodging
industry to begin to grow quickly again before 2004, as there
are few catalysts to spur a quick positive turnaround. This is
expected to limit Starwood's ability to materially improve
credit measures through internally generated cash flow in the
near term.


SYSTECH RETAIL: Wants Lease Decision Period Extended to July 14
---------------------------------------------------------------
Systech Retail Systems (U.S.A.), Inc., and its debtor-affiliates
ask the U.S. Bankruptcy Court for the Eastern District of North
Carolina to extend the time within which they must decide
whether to assume, assume and assign, or reject their unexpired
nonresidential real property leases.

Since the Petition Date, the Debtors say they've worked hard to:

     i) stabilize their business operations;

    ii) identify opportunities to reduce costs in their business
        operations;

   iii) review and evaluate all of their executory contracts,
        including Leases;

    iv) negotiate with various landlords and lessors for the
        purpose of determining whether certain of such contracts
        can be re-negotiated; and

     v) develop the structure and terms of a plan of
        reorganization with their secured creditors.

Notwithstanding this progress, the Debtors submit that they are
not yet in a position to make decisions about whether to assume
or reject their leases.  The Debtors believe ask for an
extension of their Lease Decision Period through July 14, 2003
. . . affording them enough time to arrive at crucial decisions
regarding their unexpired leases.

Systech Retail Systems (USA) Inc., along with two other
affiliates filed for chapter 11 protection on January 13, 2003,
(Bankr. E.D.N.C. Case No. 03-00142).  Systech is an independent
developer and integrator of retail technology, including
software, systems and services to supermarket, general retail
and hospitality chains throughout North America.  N. Hunter
Wyche, Esq., at Smith Debnam Narron Wyche & Story represents the
Debtors in their restructuring efforts.  When the Company filed
for protection from its creditors, it listed estimated debts and
assets of over $50 million.


TANGER FACTORY: First-Quarter Results Show Continued Improvement
----------------------------------------------------------------
Tanger Factory Outlet Centers, Inc. (NYSE: SKT) reported net
income for the first quarter of 2003 was $2.2 million, as
compared to net income of $1.4 million for the first quarter of
2002, representing a 58.3% per share increase. For the three
months ended March 31, 2003, funds from operations, a widely
accepted measure of REIT performance, was $10.3 million as
compared to FFO of $8.9 million for the three months ended
March 31, 2002, representing a 15.1% increase in total FFO and a
2.6% per share increase.

First Quarter Highlights

* 95% period-end portfolio occupancy rate

* 152 leases signed, totaling 677,000 square feet with respect
  to re-tenanting and renewal activity, including 50.4% of the
  square footage scheduled to expire during 2003

* $293 per square foot in reported same-space tenant sales for
  the rolling twelve months ended March 31, 2003

* 7.2% occupancy cost per square foot for the rolling twelve
  months ended March 31, 2003

* 99,000 square feet of development/expansion space underway and
  scheduled to open in third quarter of 2003

* 45.8% debt-to-total market capitalization ratio, 2.62 times
  interest coverage ratio

* $0.615 per share in common dividends declared, $2.46 per share
  annualized, representing 10th consecutive year of increased
  dividends

Stanley K. Tanger, Chairman of the Board and Chief Executive
Officer, commented, "Our portfolio and tenants continued to
perform well and post solid results, despite being faced with
numerous challenges in the first quarter, including unusually
harsh winter conditions and the shift in the Easter holiday to
the second quarter of 2003. Our portfolio occupancy held firm
again at a strong 95%, equaling our first-quarter occupancy rate
for the past four consecutive years. Importantly, we continued
to operate our centers in a cost efficient manner, as was
evidenced by our low occupancy cost of 7.2%." Mr. Tanger
continued, "During the first three months we have already
released or renewed approximately 50% of the space scheduled to
expire during the entire year. We are on track with our
development and expansion activities, which may have a positive
impact on our earnings in the second half of the year. Overall,
we remain well-positioned to achieve our stated growth
objectives for the year."

Portfolio Operating Results

During the first quarter of 2003, Tanger executed 152 leases,
totaling approximately 677,000 square feet, including
approximately 539,000 square feet, representing 50.4%, of the
1,070,000 square feet originally scheduled to expire during
2003. Tanger achieved a 1.7% increase in base rental revenue per
square foot, on a cash basis, with respect to this re-tenanting
and renewal activity. Additionally, the average initial cash
base rent for new stores opened during the first quarter of 2003
was $19.01, representing an increase of $1.43 or 8.1% above the
average base rent for stores closed during the first quarter of
2003.

Reported same-space sales per square foot for the rolling twelve
months ended March 31, 2003 were $293 per square foot. This
represents a 0.3% decrease compared to $294 per square foot for
the rolling twelve months ended March 31, 2002. For the first
quarter of 2003, same-space sales decreased by 6.1%, as compared
to the record high first quarter sales for the same period in
2002. Same-space sales is defined as the weighted average sales
per square foot reported in space open for the full duration of
the comparative periods. The sales results are due, in part, to
the severe winter during the first quarter of 2003 and the shift
in the Easter holiday to the second quarter of 2003.

Investment Activities

In January 2003, Tanger acquired a 29,000 square foot, 100%
leased expansion located contiguous with its existing factory
outlet center in Sevierville, Tennessee. The purchase price was
$4.7 million with an expected return of 10%. Construction of an
additional 35,000 square foot expansion of the center is
currently under way, with stores expected to open during the
summer of 2003. The cost of expansion is estimated to be $4.0
million with an expected return in excess of 13%. Upon
completion of the expansion, the Sevierville center will total
approximately 418,000 square feet.

Tanger is currently underway with constructing the second phase
of our newly opened, 100% leased center in Myrtle Beach, SC. The
second phase totals 64,000 square feet and stores are expected
to open during the summer of 2003. The center, which was
developed and is managed and leased by the Company, is owned
through a joint venture of which the Company owns a 50%
interest. Accordingly, the Company's capital investment for the
second phase will be approximately $1.1 million with an expected
return in excess of 20%.

Balance Sheet Summary

As of March 31, 2003, Tanger had a total market capitalization
of approximately $744 million, with $341 million of debt
outstanding, equating to a 45.8% debt-to-total market
capitalization ratio. This compares favorably to a total market
capitalization of approximately $674 million with $360 million
of debt outstanding on March 31, 2002. The Company had a 53.3%
debt-to-total market capitalization ratio as of March 31, 2002.
During the first quarter Tanger reduced its debt outstanding by
$3.9 million. As of March 31, 2003, the Company had $19.3
million outstanding with $65.7 million available on its lines of
credit. The Company continues to improve its interest coverage
ratio, which was 2.62 times for the first quarter of 2003, as
compared to 2.35 times interest coverage in the same period last
year.

On May 2, 2003, Tanger announced it would call for redemption
all of its outstanding Depositary Shares representing Series A
Cumulative Convertible Redeemable Preferred Shares (NYSE: SKT-A)
on June 20, 2003. The redemption price will be $25.00 per
Depositary Share, plus accrued and unpaid dividends, if any, to,
but not including, the redemption date. Prior to redemption,
each Depositary Share may be converted to .901 common shares at
the option of the Depositary Share holder until 5:00 p.m.,
Eastern Time, on June 17, 2003.

2003 FFO Per Share Guidance

Based on current market conditions, the strength and stability
of its core portfolio and the Company's ongoing development,
expansion and acquisition pipeline, Tanger currently believes
its FFO for 2003 will range between $3.44 and $3.50 per share.
Tanger currently expects 2003 FFO to range between $0.81 to
$0.83 per share for the second quarter, $0.87 to $0.89 per share
for the third quarter and $0.98 to $1.00 per share for the
fourth quarter.

Tanger Factory Outlet Centers, Inc. (NYSE: SKT), a fully
integrated, self- administered and self-managed publicly traded
REIT, presently operates 34 centers in 21 states coast to coast,
totaling approximately 6.2 million square feet of gross leasable
area. We are filing a Form 8-K with the Securities and Exchange
Commission that includes a supplemental information package for
the quarter ended December 31, 2002. For more information on
Tanger Outlet Centers, visit the Company's Wweb site at
http://www.tangeroutlet.com

                          *    *    *

As previously reported in Troubled Company Reporter, Standard &
Poor's affirmed its double-'B'-plus corporate credit rating on
Tanger Factory Outlet Centers Inc., and its operating
partnership, Tanger Properties L.P. At the same time, the
double-'B'-plus senior unsecured rating and the double-'B'-minus
preferred stock rating were affirmed. The outlook is stable.

The ratings acknowledge Tanger's success to date in
repositioning its portfolio toward a more upscale tenancy base,
and reflect the company's established business position, solid
operating profitability, and improving same-space sales
performance. These strengths are offset by the company's lower
debt coverage measures, moderate encumbrance levels, and
relatively small (and highly concentrated) portfolio.


TDC ENERGY LLC: Successfully Emerges from Bankruptcy Proceeding
---------------------------------------------------------------
TDC Energy LLC's Plan of Reorganization was confirmed by the
United States Bankruptcy Court for the Eastern District of
Louisiana on April 17, 2003. On May 2, 2003, the effective date
of the Plan of Reorganization occurred and TDC entered into a
new credit facility with an affiliate of Macquarie Energy
Capital. As part of the plan of reorganization TDC resolved all
litigation and claims pending between it and Mirant Americas
Energy Capital, LP. Jefferies & Company, Inc., acted as
financial advisor to TDC in connection with resolution of the
issues involving Mirant. In accordance with the Plan of
Reorganization, TDC will pay all of its pre-bankruptcy unsecured
creditors the full amount of their claims over a period of
twelve months. Payments will begin August 1, 2003, to these
creditors. Creditors holding secured claims will be paid in full
on July 1, 2003.

TDC is a closely-held exploration and production company based
in New Orleans, Louisiana. TDC is focused on acquiring,
developing, and producing oil and gas properties in the Gulf of
Mexico. TDC has operated in the Gulf since 1991 and continues to
explore new offshore opportunities. With its bankruptcy case
concluded, TDC is well positioned for growth and expects
substantial revenue increases for the remainder of 2003 and into
2004.


TENFOLD CORP: Q1 Results Reflect Sequential-Quarter Improvement
---------------------------------------------------------------
TenFold(R) Corporation (OTC Bulletin Board: TENF), provider of
the Universal Application(TM) platform for building and
implementing enterprise applications, announced its financial
results for its first quarter of 2003 ended March 31, 2003.

For the first quarter, TenFold reported revenues of $9.4
million, an operating profit of $4.7 million, and net income of
$7.0 million.  These financial results reflect sequential-
quarter increases from TenFold's fourth quarter of 2002
financial results, of 13% over revenues of $8.3 million, of 124%
over an operating profit of $2.1 million, and of 63% over net
income of $4.3 million.  Net income for the first quarter of
2003 includes a non-recurring, non-operating gain of $2.2
million, resulting from the retirement of substantial leasing
debt at a significant discount.  At March 31, 2003, TenFold's
cash position was $4.3 million as compared to $3.8 million at
the beginning of the first quarter, reflecting a modest cash
increase during the quarter.

"We are pleased to have begun 2003 with a solid, profitable
quarter," said Dr. Nancy Harvey, TenFold's President, CEO, and
Chief Financial Officer. "Sequential quarter-to-quarter
increases are affirmation of our far-reaching turnaround program
and provide a sound foundation for our future growth. These
results also demonstrate the value of focused execution by our
staff and managers who are deeply committed to our technology,
our customers, and our Company."

As compared to the first quarter of the prior year, TenFold
reported first quarter revenues of $9.4 million, a 68% increase
over revenues of $5.6 million for the same period of 2002.  A
first quarter operating profit of $4.7 million compares with an
operating loss of $3.5 million for the same period of 2002.
Net income for the first quarter of 2003 of $7.0 million,
compares with a net loss of $3.0 million during the same period
of 2002.

Q1 of 2003 was notable for a number of additional reasons:

     -- TenFold completed and announced a licensing agreement
        with NtelliApp Ltd., a developer of applications for
        small and mid-size manufacturing companies.

     -- TenFold announced and delivered support for both Sun and
        Microsoft Java Virtual Machines.

     -- TenFold released new technology features called
        HyperGrids and TransposeGrids.

     -- TenFold published applications development speed
        comparisons that explain the Universal Application
        development speed advantage over other applications
        development technologies.

     -- TenFold appointed Tanner + Co. as its new auditors and
        completed its 2002 year-end audit and subsequent Form
        10-K filing.

     -- TenFold CardioTrac, a TenFold application used by over
        20 hospitals, received high marks on a Vendor Data
        Quality Report from STS for data submitted by hospitals
        that use TenFold CardioTrac to report outcomes data to
        STS.

     -- TenFold retired substantial equipment leasing debt at
        significant savings to TenFold.

     -- TenFold received cash from a common stock equity
        investment from Robert Felton, a TenFold Director.  (See

     -- TenFold completed the mutual termination of its
        financing agreement with Fusion Capital and obtained
        back all TenFold shares previously provided to Fusion
        Capital.

     -- TenFold completed and some customers are already using a
        new Universal Application release with many new features
        and other improvements.

During the next week, TenFold anticipates filing its Form 10-Q
for the quarter ended March 31, 2003 and hosting a conference
call to discuss its financial results for the quarter.

TenFold (OTC Bulletin Board: TENF) licenses its breakthrough,
patented technology for applications development, the Universal
Application(TM), to organizations that face the daunting task of
replacing obsolete applications or building complex applications
systems.  Unlike traditional approaches, where business and
technology requirements create difficult IT bottlenecks,
Universal Application technology lets a small, business team
design, build, deploy, maintain, and upgrade new or replacement
applications with extraordinary speed and limited demand on
scarce IT resources.  For more information, visit
http://www.10fold.com

                           *   *   *

On February 10, 2003, TenFold Corporation dismissed its
independent accountant, KPMG LLP, and engaged the services of
Tanner + Co., as the Company's new independent accountant for
its last fiscal year ending December 31, 2002 and its current
fiscal year ending December 31, 2003. The Audit Committee of the
Company's Board of Directors approved the dismissal of KPMG and
the appointment of Tanner as of February 10, 2003.

KPMG's audit report on such financial statements as of and for
the fiscal year ended December 31, 2001 contained a separate
paragraph stating, in relevant part: "The accompanying
consolidated financial statements and related financial
statement schedule have been prepared assuming that the Company
will continue as a going concern.  The Company suffered a
significant loss from operations during the year ended December
31, 2001, has a substantial deficit in working capital and
stockholder's equity at December 31, 2001, had negative cash
flow from operations for the year ended December 31, 2001 and is
involved in significant legal proceedings that raise substantial
doubt about its ability to continue as a going concern."


TOUCHTUNES MUSIC: Ernst & Young Expresses Going Concern Doubt
-------------------------------------------------------------
TouchTunes Music Corporation was a development-stage company
until September 1998. Prior to September 1998, the Company's
financial resources were used to finance the development of its
Digital Jukeboxes. Revenues, since September 1998, have been
generated from the sale and leasing of the Digital Jukeboxes to
jukebox operators in the United States, as well as from the
music service contracts associated with such sales and leases of
the Digital Jukeboxes. At December 31, 2002, the Company had
delivered a total of 6,050 Digital Jukeboxes, as compared with
4,493 units delivered as at December 31, 2001. Management plans
to devote significant resources to continuing its aggressive
sales and marketing efforts within the jukebox industry.
Management also intends to continue its development activities
to apply its technology to other music-on-demand products and
applications in other industries.

The Company plays approximately 12.5 million songs to an
estimated audience of approximately three million people each
month. Management expects the base of installed Digital
Jukeboxes to continue to grow, thereby increasing the number of
plays and the audience exposure. This growth is expected to
establish the Digital Jukebox as a significant promotional
medium for record labels and their artists. These factors should
assist the Company in obtaining and/or renewing agreements with
various record companies.

Revenues from the Digital Jukeboxes amounted to approximately
$23,759,000 for the year ended December 31, 2002, as compared
with approximately $19,482,000 for the year ended December 31,
2001. Digital Jukebox sales, leasing and financing revenue
amounted to approximately $16,068,000 for the year ended
December 31, 2002, as compared with approximately $14,731,000
for the year ended December 31, 2001. Music service revenues
amounted to approximately $7,690,000 for the year ended December
31, 2002, as compared with approximately $4,752,000 for the year
ended December 31, 2001. The increase in jukebox sales was
primarily a result of increased unit sales of Digital Jukeboxes
in 2002 as compared to 2001. The Company generated a significant
increase in music service revenue in 2002, as a result of the
increase in the number of Digital Jukeboxes installed in the
Company's digital jukebox network, which generate recurring
music service revenues.

The cost of Digital Jukebox revenues and direct operating costs
increased by approximately $1,686,000 from $11,441,000 for the
year ended December 31, 2001 to $13,127,000 for the year ended
December 31, 2002. The overall increase in the unit sales of
Digital Jukeboxes in 2002 resulted in an increase in the cost of
Digital Jukebox revenues. Due to the increase in Digital Jukebox
revenues, the number of songs played over the Company's digital
jukebox network increased, thereby increasing the royalties paid
to record labels and publishers. The commissions paid to the
Company's distributors also increased as a consequence of the
increase in the unit sales of Digital Jukeboxes. These increases
were partially offset by reductions in communication costs due
to the increased transition by operators from the use of
telephone lines to the Internet and reductions in the overall
cost of installation and maintenance of jukeboxes.

The Company's funding has come principally from a group of three
investors: Societe Innovatech du Grand Montreal, CDP Capital
Technologies (formerly known as CDP Sofinov) and CDP Capital
Communications (formerly known as Capital Communications CDPQ
Inc.). To date, they have collectively invested approximately
$43 million in the Company, which has provided the Company with
sufficient capital resources to finance its start-up activities
and to commence commercial operations. Financing arrangements
with the National Bank of Canada are another significant source
of funding for the Company's operations.

In January 1999, TouchTunes Digital entered into the following
loan facilities with the National Bank of Canada to finance the
Company's equipment acquisitions, leasehold improvements, and
research and development expenditures: (1) a small business loan
under the Small Business Loans Program sponsored by the
Government of Canada; (2) a general term loan; and (3) a term
loan under the Loan Program for Technology Firms sponsored by
the Canada Economic Development (the "CED TERM LOAN"). In August
2001, the Company repaid in full the total amount owed under the
small business loan and the general term loan. As at December
31, 2002, approximately $123,000 was outstanding under the CED
Term Loan. The CED Term Loan bears interest at the National Bank
of Canada's Canadian prime rate plus 3.5%. Principal repayment
of the loan is in equal payments of $8,790 over a 36-month
period that will end in February 2004.

In April 1999, TouchTunes Digital entered into a jukebox term
loan facility providing for loans aggregating approximately
$10.4 million with the National Bank of Canada to finance the
cost of manufacturing the Digital Jukeboxes. The interest rate
on the Jukebox Term Loan is priced at the National Bank of
Canada's U.S. base rate, plus 2.55%. Additional compensation
must be paid to the National Bank of Canada each year equal to
0.5% of the Company's annual gross revenues as defined under the
Jukebox Term Loan. The Jukebox Term Loan must be repaid in full
by November 2004.

The CED Term Loan and Jukebox Term Loan are each secured by a
lien on the past, present and future assets of TouchTunes
Digital and the Company and a guarantee from the Company for the
entire amount due under each of these financing arrangements.

In May 2000, the Company issued an aggregate of 8,888,889 shares
of Series B Preferred Stock to CDP Capital Technologies and CDP
Capital Communications. Specifically, the Company issued
2,222,222 shares of Series B Preferred Stock to CDP Capital
Technologies in exchange for the conversion of $5,000,000 in
prior advances to the Company. The remaining 6,666,667 shares of
Series B Preferred Stock were issued to CDP Capital
Communications in exchange for proceeds consisting of (i)
$14,000,000 in cash and (ii) $1,000,000 previously advanced by
CDP Capital Communications to the Company. CDP Capital
Communications received $136,370 as a fee for its financial
services with respect to this transaction among the Company, CDP
Capital Technologies and CDP Capital Communications.

In May 2001, TouchTunes Digital obtained an operating line of
credit from the National Bank of Canada in the amount of
$500,000 bearing interest at the National Bank of Canada's U.S.
base rate plus 1.25%, which was subsequently increased in
September 2001 to $1 million. The Line of Credit is also secured
with a lien on the past, present and future assets of TouchTunes
Digital and the Company as well as a guarantee from the Company
for the entire amount drawn down on the Line of Credit, and was
renewable on April 30, 2003.

In July 2001, the Company's Board of Directors approved the
terms of an unsecured loan facility, from CDP Capital
Communications and CDP Capital Technologies, for up to a maximum
of $5 million. Under these terms, CDP Capital Communications and
CDP Capital Technologies committed to lend up to $3 million and
$2 million, respectively. As of December 31, 2002, $3.5 million
had been advanced by CDP Capital Communications and CDP Capital
Technologies in the form of promissory notes, excluding accrued
interest of $0.8 million thereon, bearing interest at the rate
of 20% per annum, repayable 30 days after issuance unless
exchanged earlier for debentures issuable under the Unsecured
Loan Facility.

On December 20, 2002, the Company issued convertible debentures
to two principal stockholders, namely CDP Capital Communications
and CDP Capital Technologies, for a principal amount of $400,000
each, bearing interest at 20% per annum and maturing on June 30,
2003, provided the Company entered into a debenture subscription
agreement by January 6, 2003. Unless repaid in full at maturity,
or earlier upon the occurrence of an event of default, the
Debentures are convertible at the option of CDP Capital
Communications and CDP Capital Technologies into Series B
preferred shares at a conversion price of $0.50 per share.

As a result of on-going negotiations aimed at recapitalizing the
Company by way of conversion of all of these principal
stockholders' loans and the Company's retractable Series B
Preferred Stock into permanent capital stock, the Unsecured Loan
Facility agreement and the Debentures' subscription agreement
had not been executed as initially contemplated by December 31,
2002 and January 6, 2003, respectively.

On March 28, 2003, CDP Capital Communications and CDP Capital
Technologies reconfirmed that the requirements to execute the
Unsecured Loan Facility agreement in regard to the CDP Notes
were effectively waived on a timely basis. Moreover, CDP Capital
Communications and CDP Capital Technologies waived the
requirement, under the Debentures, to execute the Debentures'
subscription agreement by January 6, 2003 and the Company agreed
to enter into a Debentures' subscription agreement on or before
June 15, 2003, failure of which will provide CDP Capital
Communications and CDP Capital Technologies with repayment and
conversion rights. Furthermore, the maturity date under the CDP
Notes and the Debentures were extended to April 1, 2004.

The agreements as amended between the Company and the National
Bank of Canada governing the CED Term Loan, the Jukebox Term
Loan and the Line of Credit, each contain a covenant that
requires the Company to maintain a minimum net stockholders'
equity, as defined in the agreement, of $8,000,000 and a minimum
debt to equity ratio of 1.5 to 1. If the Company fails to comply
with these covenants, the National Bank of Canada has
the right to demand full repayment of the loans outstanding
under the CED Term Loan and the Jukebox Term Loan, as well as
any funds drawn down on the Line of Credit. The Company was in
compliance with its debt covenants as at December 31, 2002.

The Company has contractual obligations totaling approximately
$10,049,521. These relate to payments due under the Company's
long-term debt obligations, capital lease obligations, and
operating leases. The capital leases are principally for
computer equipment, while the operating leases are primarily
related to office space.

Ernst & Young, LLP, Chartered Accountants of Montreal, Canada,
and the independent auditors for TouchTunes Music has stated, in
their Auditors Report dated March 14, 2002: "[T]he Company has
incurred recurring operating losses since inception, generated
negative cash flows from operations except for the year ended
December 31, 2002 during which the Company generated positive
cash flows from operations, and has required amendments to its
debt covenants which raises substantial doubt about the
Company's ability to continue as a going concern."


TRICO MARINE: First Quarter 2003 Net Loss Widens to $13 Million
---------------------------------------------------------------
Trico Marine Services, Inc. (Nasdaq: TMAR) reported a net loss
for the quarter ended March 31, 2003, of $13.5 million on
revenues of $29.0 million, compared to a net loss of $4.8
million on revenues of $32.1 million for the first quarter of
2002.

The decline in revenues for the first quarter of 2003 was due to
lower average day rates and utilization for some of the
Company's vessel classes compared to the first quarter 2002.
Supply boat day rates for the Gulf of Mexico averaged $5,277 for
the quarter, compared to $6,050 for the first quarter 2002.  The
utilization rate for Gulf of Mexico supply boats was 47% for the
first quarter 2003, compared to 53% for the year-ago period.
Average day rates for the North Sea fleet were $10,459 for the
most recent quarter, compared to $10,443 for the first quarter
2002.  Utilization of the North Sea vessels was 80% in the most
recent quarter, compared to 89% in the first quarter 2002.

Dayrates for the crew and line-handling vessels averaged $2,762
for the first quarter 2003, compared to $2,729 for the first
quarter 2002. Utilization in the first quarter of 2003 for the
crew and line-handlers averaged 68% compared to 67% in the first
quarter 2002.

The Company reported its vessel operating expenses increased
6.1% to $20.5 million for the first quarter of 2003, compared to
$19.3 million for the 2002 quarter, as a result of the addition
of two new platform supply vessels and two new crew boats in the
last half of 2002, and higher North Sea labor costs attributable
principally to the strengthening of the Norwegian Kroner against
the dollar.  These increases in costs were offset in part by
reduced U.S. vessel labor costs.  Interest expense increased to
$7.9 million during the first quarter of 2003, compared to $6.1
million in the 2002 first quarter, due to the additional
borrowings associated with the construction of the two new North
Sea platform supply vessels completed in 2002, additional
borrowings and interest costs associated with the refinancing of
the senior notes and the strengthening of the Norwegian Kroner
against the dollar.

"The most significant factors in our first quarter results were
the seasonal downturn in activity in the North Sea market, which
adversely affected utilization, and the decline in the rig count
in the U.S. Gulf," said Thomas E. Fairley, Trico's President and
Chief Executive Officer.  "Due to the weak market conditions in
the first quarter, we chose to dry dock two vessels in our North
Sea fleet early which also affected our utilization.  Since the
first quarter, we have seen improvement in North Sea utilization
and dayrates."

Trico Marine provides a broad range of marine support services
to the oil and gas industry, primarily in the Gulf of Mexico,
the North Sea, Latin America and West Africa.  The services
provided by the Company's diversified fleet of vessels include
the marine transportation of drilling materials, supplies and
crews, and support for the construction, installation,
maintenance and removal of offshore facilities.

As previously reported, Standard & Poor's Ratings Services
affirmed its 'B+' corporate credit rating on Trico Marine
Services Inc. At the same time, Standard & Poor's revised the
company's outlook to negative, following a review of 2002
results and expected 2003 earnings. The outlook revision
reflects Standard & Poor's concerns that continued weakness in
the company's primary offshore support markets could lead to
additional financial deterioration.


U.S. CELLULAR: March 31 Working Capital Deficit Stands at $540MM
----------------------------------------------------------------
United States Cellular Corporation (Amex: USM) reported service
revenues of $564.6 million for the first quarter of 2003, up 22%
from $461.1 million in the comparable period a year ago. The
company recorded an operating loss of $6.2 million in the first
quarter of 2003 compared to operating income of $79.7 million in
the first quarter of 2002. Operating expenses include a $23.5
million loss related to the assets to be transferred to AT&T
Wireless (NYSE: AWE) relating to the exchange transaction
announced in March 2003. In addition, operating income in the
first quarter of 2003 was impacted by higher expenses related to
increased customer growth and minutes of use and a larger fixed
asset base.

Basic earnings per share were a loss of $.17 compared to $.56 in
the first quarter a year ago. Basic earnings per share before
cumulative effect of accounting change were a loss of $.17
compared to $.52 in the comparable period a year ago. The latter
earnings per share measurement excludes the cumulative effect on
years prior to 2002 of U.S. Cellular's decision to defer
commissions expenses, equal to the amount of activation fee
revenues deferred, pursuant to Staff Accounting Bulletin No. 101
beginning in 2002.

The company's operating results do not treat the operations of
the markets included in the exchange of assets with AWE as
discontinued operations, as was disclosed in the company's 2002
annual report to shareholders. The company and its independent
accountants worked very closely to ensure that the accounting
for the markets being exchanged was both appropriate and
accurate. After a thorough review, the company and its
independent accountants concluded that the accounting for these
operations should not be accounted for as discontinued
operations. Service revenues from the markets to be transferred
to AWE totaled approximately $29 million in the first quarter of
2003. In addition, the results for the first quarter of 2002 do
not include any operating results from the company's Chicago
operations, which were acquired in August 2002.

First Quarter Highlights

-- Customer units totaled 4,240,000, a 21% increase from
   3,504,000 customers one year earlier.

-- Net customer unit activations from distribution channels
   totaled 137,000 during the quarter, compared to 31,000
   activations for the same quarter of 2002.

-- For the quarter, the company recorded postpay churn of 1.6%,
   which is very favorable to industry averages.

-- Monthly retail revenue per customer increased 4% year-over-
   year, to $37.05 in the quarter compared to $35.79 in the same
   period 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 $540 million.

"The first quarter was one of substantial growth for U.S.
Cellular," said John E. Rooney, president and chief executive
officer. "Net add growth of 137,000 for the quarter was
pervasive, as all of our market areas grew year over year. We
were particularly pleased to see strong growth from our recently
acquired Chicago market, continuing the trend we have been
experiencing since we launched the market last November. Much of
the growth in Chicago and in our other markets is due to our
intense focus on customer satisfaction and delivering the very
best in customer service every day of the week.

"However, operating expenses grew considerably in the quarter
due to a variety of factors. First, we spent heavily in Chicago
to support the market's fast pace of growth. This spending came
mostly in the form of selling, marketing and advertising
expenses. Secondly, with 21% more customers, 31% more cell sites
and the ensuing steep uptick in minutes of use, systems
operations expenses grew sharply. Third, our depreciation
expense was up 45% due to the growth of the business and the
conversion of our network to CDMA 1XRTT technology -- an upgrade
that allows faster access to information, enhanced voice
capacity, improved call coverage and clarity. Fourth, our
marketing and retention costs grew as a result of our
initiatives aimed at ensuring brand awareness and low customer
churn. We continue to see the benefits of this spending, as
postpay churn in the quarter totaled only 1.6% - once again, one
of the lowest rates in the industry."

During the quarter, U.S. Cellular included in operating expenses
a pre-tax loss of $23.5 million ($17.7 million net of tax),
related to the difference between the fair value of the assets
being transferred to AWE and their book value. Because U.S.
Cellular's tax basis in the assets to be transferred is lower
than its book basis, the company anticipates that it will record
an additional charge to the income statement of approximately
$12 million for taxes and have a current tax liability of
approximately $26 million related to the completion of the
transaction, which is expected to close in the third quarter of
2003.

U.S. Cellular recognized an investment loss of $3.5 million
($2.1 million net of tax) related to the writedown to fair value
of certain intangible assets in the quarter.

Also during the quarter, U.S. Cellular repurchased the remaining
$45.2 million of 9% Series A Notes due 2032 with borrowings
under its revolving credit facilities. These notes, originally
issued for $175 million in conjunction with the completion of
the Chicago MTA acquisition in August 2002, have now been
retired.

U.S. Cellular Corporation, the nation's eighth largest wireless
service carrier, provides wireless service to more than 4.2
million customers in 149 markets throughout 25 states. The
Chicago-based company operates on a customer satisfaction
strategy, meeting customer needs by providing a comprehensive
range of wireless products and services, superior customer
support and a high-quality network.


U.S. STEEL: Fitch Ratchets Low-B Ratings Down One Notch
-------------------------------------------------------
Fitch Ratings has lowered the senior unsecured long-term debt
ratings of U.S. Steel to 'BB-' from 'BB' and removed the
company's ratings from Rating Watch Negative. Concurrently, the
ratings of the company's senior secured bank debt and
convertible preferred stock have been lowered to 'BB' and 'B',
respectively, from 'BB+' and 'B+'. The Rating Outlook is
Negative.

This rating action considers the addition of approximately $650
million of debt in conjunction with the company's acquisition of
certain assets from National Steel. Although the cost savings
created from combining the operations of U.S. Steel and National
together with the productivity achievements of a new labor
agreement covering both enterprises is compelling, the
combination requires an accommodative steel market to pay back
front-end acquisition and labor reorganization costs. Fitch is
not certain that the automotive, construction and tin plate
markets will yield the sort of price increases in short order
necessary to restore U.S. Steel to its financial health before
the acquisition. Hot-rolled sheet prices have softened since the
beginning of the year, and absent cost-push increases in plate,
there is no evidence of a pick-up in demand in construction.
More comforting, U.S. Steel's financial plans will provide
increased liquidity as operations are integrated, and the new
labor agreement stems the growth of aggregate under funded
pension and retiree medical obligations. The only element
missing is a sustainable demand for more product.


U.S. STEEL: Commences Sr. Debt Offering & Consent Solicitation
--------------------------------------------------------------
United States Steel Corporation (NYSE: X) announced that it
intends to sell $350 million of Senior Notes.  The offering is
being made in connection with the proposed acquisition of
substantially all of National Steel's integrated steel assets,
which is expected to close later this month.  The prospectus and
prospectus supplement contain an updated outlook for U. S. Steel
and additional details concerning the proposed acquisition.

The notes will be registered under the Securities Act.

JP Morgan Securities Inc. and Goldman, Sachs & Company will be
joint book runners for this offering.  Copies of the prospectus
and prospectus supplement related to the public offering may be
obtained from J.P. Morgan Securities Inc., Prospectus
Department, One Chase Manhattan Plaza, New York, NY  10081
(Telephone Number 212-552-5121).

U. S. Steel also announced that it will be seeking consent from
holders of its 10.75% Senior Notes due August 1, 2008, to amend
the Indenture governing such Notes.  The proposed amendments are
intended to conform certain provisions of the Indenture
governing these notes to the indenture governing the new notes.
The amendment contemplated by this consent is not necessary to
the closing and financing of the National acquisition.

The record date to determine note holders entitled to consent is
May 6, 2003.  The consent solicitations will expire on May 13,
2003, unless extended. U. S. Steel will pay a consent fee of
$1.25 in cash for each $1,000 principal amount of notes for
which a consent is validly delivered and not revoked. Payments
for the consents will be conditioned upon, among other things,
receiving consents from holders of a majority in principal
amount of outstanding notes.

Terms and conditions of the consent solicitations relating to
the proposed amendments are contained in Consent Solicitation
Statements that are being distributed to the holders of notes.
Holders of notes may obtain copies of the relevant Consent
Solicitation Statements and related material from the
information agent, Georgeson Shareholder, at (212) 440-9800 or
1-800-790-4667.

JP Morgan Securities Inc. and Goldman, Sachs & Company are joint
solicitation agents for the consent solicitations.  Questions
regarding the consent solicitations may be directed to JPMorgan
at (212) 270-7967 and Goldman Sachs at (212)-902-6351.


USG CORP: Futures Rep. Earns Nod to Continue CIBC's Engagement
--------------------------------------------------------------
The legal representative for future asbestos claimants, Dean M.
Trafelet, Esq., in USG Corporation's bankruptcy proceedings,
obtained permission from the Court to continue CIBC World
Markets Corporation's retention beyond April 29, 2003, in
accordance with a supplemental letter agreement.

The legal representative for future asbestos claimants, Dean M.
Trafelet, Esq., previously obtained the Court's authority to
modify and extend the terms of CIBC World Markets Corporation's
retention as his financial advisor and investment banker, in the
bankruptcy proceeding involving USG Corporation and affiliated
debtors.

CIBC will continue to:

  (a) review and consult on the Debtors' financing options;

  (b) review and consult on the potential divestiture,
      acquisition and merger transactions for the Debtors;

  (c) review and consult on the capital structure issues for the
      reorganized Debtors;

  (d) review and consult on the Debtors' operating and business
      plans, including an analysis of the Debtors' long-term
      capital needs and changing competitive environment;

  (e) provide valuation of the Debtors as a going concern, in
      whole or part;

  (f) provide valuation analyses of the Debtors' asbestos
      exposure;

  (g) review and consult on the Debtors' debt capacity;

  (h) review and consult on the financial issues and options
      concerning potential reorganization plans, and
      coordinating negotiations;

  (i) provide general advice and consultation regarding the
      adequacy of the funding of any trust contemplated by
      Section 524(g) of the Bankruptcy Code;

  (j) provide testimony in court on Mr. Trafelet's behalf, if
      necessary; and

  (k) provide any other necessary services as Mr. Trafelet or
      his counsel may reasonably request from time to time with
      respect to the Debtors' financial, business and economic
      issues that may arise.

The relevant provisions of the Supplemental Letter Agreement
include:

A. Term

   CIBC's retention commences from April 29, 2003 for six
   months. However, Mr. Trafelet has the right to continue
   CIBC's retention after the conclusion of the current period
   pursuant to a subsequent retention application and engagement
   letter to be negotiated.

B. Fees

   CIBC will be compensated for its services through a $25,000
   monthly fee within the six-month period.  Additional services
   called upon by Mr. Trafelet will be charged at a different
   rate as mutually agreed by Mr. Trafelet and CIBC.

C. Expenses

   The Debtors will be obligated to reimburse CIBC for any
   reasonable out-of-pocket expenses CIBC incurred in connection
   with any legal or administrative action commenced against any
   indemnified person.

D. Key Persons

   CIBC will make available the services of Joseph J. Radecki,
   Jr.  If Mr. Radecki ceases to be employed by CIBC, Mr.
   Trafelet is entitled to terminate the Agreement.

E. Indemnity

   CIBC and its affiliates or an employee, agent, officer,
   director, attorney, shareholder or any person who controls
   CIBC are entitled to be indemnified from and against certain
   losses and liabilities arising out of or related to the
   performance of its services on Mr. Trafelet's behalf.
   (USG Bankruptcy News, Issue No. 46; Bankruptcy Creditors'
   Service, Inc., 609/392-0900)


WASTE CONNECTIONS: S&P Affirms BB Rating with Positive Outlook
--------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Waste
Connections Inc. to positive from stable. At the same time,
Standard & Poor's affirmed its existing ratings, including the
'BB' corporate credit rating, on the company.

Folsom, Calif.-based Waste Connections is a major regional solid
waste management company with rated debt of about $525 million.

"The outlook revision reflects improving business and financial
profiles of Waste Connections," said Standard & Poor's credit
analyst Roman Szuper. "Waste Connections' leading positions in
most of its markets, combined with further gains in operating
performance and appropriate capital allocation, could lead to a
continued strengthening of the credit profile and a ratings
upgrade over the intermediate term."

Although the solid waste management industry is mature and
competitive, earnings prospects for Waste Connections are
enhanced by the essential nature of services, leading presence
in a number of growth markets, and expected benefits from
acquisitions. Concerns include management of a growth rate that
is historically higher than the average for the industry, lower
special waste and commercial construction-related volumes,
pressure on certain costs, and reduced pricing flexibility.

Waste Connections provides collection, recycling, transfer, and
disposal services in secondary (nonurban) markets, primarily in
the Western U.S. It serves more than 1 million residential,
commercial, and industrial customers in 22 states. Some 50%-55%
of revenues (goal is 60%) and a greater percentage of cash flows
are generated under exclusive contract arrangements, with the
balance derived from competitive markets.


WELLFLEET CAPITAL: Chapter 11 Case Summary & Largest Creditor
-------------------------------------------------------------
Debtor: Wellfleet Capital, LLC
        c/o Wellfleet Partners, Inc.
        1 Penn Plaza
        Suite 2032
        New York, New York 10119

Bankruptcy Case No.: 03-12864

Chapter 11 Petition Date: May 6, 2003

Court: Southern District of New York (Manhattan)

Judge: Arthur J. Gonzalez

Debtor's Counsel: Mark A. Frankel, Esq.
                  Backenroth Frankel & Krinsky, LLP
                  489 Fifth Avenue
                  New York, NY 10017
                  Tel: (212) 593-1100
                  Fax : (212) 644-0544

Estimated Assets: $1 Million to $10 Million

Estimated Debts: $1 Million to $10 Million

Debtor's Largest Unsecured Creditor:

Entity                                            Claim Amount
------                                            ------------
ICC Performance, LP                                 $3,600,000
c/o Ross Rock                                         (300,000
150 E 52 Street                                       secured)
New York, NY 10022


WHEREHOUSE ENTERTAINMENT: Has Until June 30 to Decide on Leases
---------------------------------------------------------------
By order of the U.S. Bankruptcy Court for the District of
Delaware, Wherehouse Entertainment, Inc., and its debtor-
affiliates secured an extension of their lease decision period.
The Court gives the Debtors until June 30, 2003, to decide
whether to assume, assume and assign, or reject their unexpired
nonresidential real property leases.

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.


WINSTAR COMMS: Court Approves Trustee's Settlement Pact with PwC
----------------------------------------------------------------
Christine C. Shubert, the Chapter 7 Trustee for the estate of
Winstar Communications, Inc. et al, obtained the Court's
approval of a settlement agreement with PricewaterhouseCoopers.

The salient terms of the settlement agreement are:

    A. in full satisfaction of the Claims, the Trustee will pay
       PwC $225,000; and

    B. the parties agree to mutually release each other from any
       and all claims.

                         Backgrounder

The Debtors' books and records indicate that PwC received total
payments amounting to $1,334,100 within 90 days of the Petition
Date. However, the Trustee's professionals acknowledged certain
valid defenses that PwC asserted under Section 547 of the
Bankruptcy Code, thereby reducing the amount of the potential
preferential payments that PwC received to $442,000.

Pursuant to Bankruptcy Code Section 547, if these payments were
made on account of an antecedent debt, they were preferences,
which were recoverable by the Debtors' estates, subject to
possible defenses, which would prevent these payments from being
recoverable.  PwC had asserted various defenses to the
Preference Claim.

The Debtors' books and records also indicated that PwC was owed
$614,000 for accounting services rendered to the Debtors during
the pendency of the Debtors' Chapter 11 cases pursuant to the
"carveout" of the DIP Lenders' superpriority claim as defined in
the Debtors' Final Order authorizing the Debtors to enter into
postpetition credit agreement and obtain postpetition financing,
providing adequate protection and granting liens, security
interests and superpriority claims.

On November 27, 2002, the Trustee sought to make a distribution
to professionals under "carveout" in the debtor-in-possession
credit agreement and to settle preference claims against certain
professionals.  On December 13, 2002, the Court granted the
Trustee's request.  Pursuant to the Carveout Order, the Trustee
was given authority to settle preference claims against
professionals holding claims under the Carveout before paying
any claims under the Carveout.

The Trustee and PwC have engaged in good faith settlement
negotiations pursuant to the Carveout Order. (Winstar Bankruptcy
News, Issue No. 42; Bankruptcy Creditors' Service, Inc.,
609/392-0900)


WORLDCOM: MCI Bondholders Seek Chapter 11 Trustee Appointment
-------------------------------------------------------------
Twelve institutions holding both MCI senior and subordinated
bonds ask the Court to appoint a limited purpose Chapter 11
Trustee for MCI Communications Corporation and its debtor
subsidiaries.

Thomas Moers Mayer, Esq., at Kramer Levin Naftalis & Frankel
LLP, in New York, alleges that the departed and disgraced
management caused WorldCom and its subsidiaries to record in
their general ledgers a trillion dollars of inexplicable and
unsupported intercompany claims.  WorldCom now argues that these
claims justify a substantive consolidation plan that destroys
MCI's value as a separate corporate entity to the detriment of
both senior and subordinated MCI creditors -- creditors holding
securities that were issued before WorldCom acquired MCI.  The
Plan transfers value from MCI creditors to WorldCom and
Intermedia creditors on a massive scale:

                                        Creditor Recovery
                                  ----------------------------
                                     Without         With
    Class                         Consolidation  Consolidation
    ----------------------------  -------------  -------------
    WorldCom Senior Debt                23.7%          35.9%
    WorldCom General Unsecured          23.7%          35.9%
    MCI Senior Debt                    100.0%          80.0%
    MCI Subordinated Debt              100.0%           0.0%
    MCI Trade Debt                     100.0%          35.9%
    Intermedia Senior Debt              70.0%          93.5%
    Intermedia General Unsecured        55.0%          83.2%
    Intermedia Subordinated Debt         0.0%          46.4%

Mr. Mayer argues that only the alleged existence of the
unsupported intercompany claims justifies either substantive
consolidation or the outrageous transfer of value to WorldCom
and Intermedia creditors -- creditors who, according to every
securities filing made by WorldCom, are structurally
subordinated to the MCI creditors they now seek to impoverish.
WorldCom's sole response to the assertion of inexplicable and
unsupported claims against an otherwise solvent MCI and its
subsidiaries is to cut a deal with a conflicted minority of the
senior tranche of MCI debt and call it a day -- to the detriment
of MCI's other creditors.

Mr. Mayer states that WorldCom will not permit MCI to undertake
an independent examination of the alleged intercompany claims,
much less fight them.  The Dissenting MCI Bondholders submit
that these facts call for the appointment of a Chapter 11
trustee for the limited purpose of doing what WorldCom will not
do -- fulfilling MCI's duty, under Sections 510(1), 704(5),
704(7), 1106(1), 1106(2) and 1106(4)(A)&(B) of the Bankruptcy
Code, to examine, object to, and disclose the alleged
intercompany claims, and to oppose any substantive consolidation
that does not recognize the structural superiority of all MCI
creditors.

Section 1104(a)(1) of the Bankruptcy Code requires the
appointment of a Trustee "for cause."  Mr. Mayer contends that
ample cause exists for the appointment of a trustee.  MCI needs
a trustee because it needs to defend itself against alleged
intercompany claims appearing on fraudulently kept books, and
WorldCom has done everything it can to strip MCI of its
defenses.

For MCI creditors, this is a "binary" case -- either the
intercompany claims are valid, or they are not.  If the
intercompany claims are not valid, there is no ground for
substantive consolidation, and all MCI creditors should be paid
in full.

From the beginning of this case, Mr. Mayer tells the Court that
the MCI senior bondholders, with the MCI junior bondholders and
MCI trade creditors in close support, have sought to vindicate
MCI's rights as a separate entity.  But on April 12, 2003,
WorldCom bought off a conflicted minority of MCI senior
bondholders.  Holders of less than half the MCI senior bonds,
many of whom held conflicting positions in Intermedia and
WorldCom debt, agreed to support MCI's consolidation if their
class got an 80% distribution.  WorldCom insisted that MCI
senior bondholders resign from all other MCI committees, throw
their MCI junior notes away and preclude all other MCI creditors
from obtaining access to any of the information developed in
their fight against substantive consolidation.

Mr. Mayer reports that the agreement not to fight the
intercompany claims could not, and did not, bind the MCI junior
bonds, who are entitled to 100% in a non-substantive
consolidation plan.  Nor could this agreement bind dissenting
MCI senior bondholders -- three of whom have resigned in protest
from the MCI senior bondholder committee to join the MCI
Dissenting Bondholders.  The 80% settlement by the conflicted
minority of MCI senior bonds represents nothing more than their
judgment that they had about a 90% chance of defeating
substantive consolidation.

Mr. Mayer points out that the agreement does nothing to the
rights of MCI Dissenting Creditors -- other than strip MCI,
their obligor, of its advocates two days before the filing of a
plan whose essence is a substantive consolidation premised
entirely on questionable, if not wholly bogus, intercompany
claims.  The pivotal but unexplained nature of these
intercompany claims, WorldCom's effort to strip MCI of its
advocates, and WorldCom's failure to administer MCI's Chapter 11
case in compliance with the Bankruptcy Code and Rules constitute
grounds for appointment of a trustee for MCI.

WorldCom has one and only one rationale for substantive
consolidation -- "a trillion dollars" of supposed intercompany
transfers among WorldCom and its subsidiaries.  Mr. Mayer notes
that these alleged claims exist nowhere except as internal
accounting entries on WorldCom's general ledger.

No further information appears on the Debtors' schedules.
WorldCom has refused to file schedules for its individual
subsidiaries -- as it is required to do under Section 521(1) of
the Bankruptcy Code and Rule 1007(b) of the Federal Rules of
Bankruptcy Procedures -- and its Disclosure Statement contains
no information about which subsidiary is the victim, and which
the beneficiary, of these ledger entries.  Given the massive
accounting fraud that forced WorldCom into Chapter 11, these
ledger entries are entitled to no presumption of validity
whatsoever.

Mr. Mayer informs the Court that the Dissenting MCI Bondholders
recognizes that WorldCom's new chief executive officer, Michael
Capellas, had nothing to do with the fraud, and mean no
disrespect to Mr. Capellas by supporting this request.  The
Dissenting MCI Bondholders understand that Mr. Capellas is
focused on getting WorldCom out of bankruptcy at the earliest
possible date.  But for MCI creditors -- and especially the
hundreds, if not thousands, of individual investors who bought
their MCI subordinated notes in $25 denominations -- the curse
of the accounting fraud remains.  The case started with ledger
entries and is ending in the same way.

Mr. Mayer asserts that it is, and should be, WorldCom's burden
to prove its intercompany claims -- to prove that the ledger
entries are more than fabrications by WorldCom's departed and
corrupt accounting department.  Someone has to defend MCI
against these claims.  This someone should be a trustee -- a
fiduciary accountable to the Court and funded by the estate he
or she is appointed to protect.  To do otherwise -- to foist the
burden of defending MCI against WorldCom's claims on a creditor
group such as the Dissenting MCI Bondholders -- is unfair.  It
is no answer that less than 50% of MCI senior bonds -- including
major holders who are conflicted by substantial Intermedia
holdings -- have agreed not to fight for MCI. (Worldcom
Bankruptcy News, Issue No. 27; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


* Dewey Ballantine Adds 3 Corporate Partners to New York Office
---------------------------------------------------------------
Dewey Ballantine LLP, a leading international law firm,
announced that J. Anthony Terrell, Catherine C. Hood and Michael
F. Fitzpatrick, Jr., have joined the Corporate Department as
partners in the Firm's New York office.

Mr. Terrell, Ms. Hood and Mr. Fitzpatrick, formerly of Thelen
Reid & Priest LLP, together have extensive experience in a broad
range of corporate, corporate finance and securities work,
primarily representing diversified energy companies and electric
and gas utilities and their underwriters in securities, and
other financing transactions. These utilities include Avista
Corporation, DQE, DTE Energy Company, PPL Corporation, Pepco
Holdings, Inc., Public Service Company of Colorado, Sierra
Pacific Resources and UniSource Energy Corporation.

"By adding these practices to Dewey Ballantine, we are
continuing a strategic growth initiative that adds talented
attorneys from a range of disciplines worldwide," said Everett
L. Jassy, chairman of Dewey Ballantine's Management Committee.
"Tony, Cathy and Mike will add depth to our preeminent energy
group, a sector of our business that has grown significantly in
recent years."

Mr. Terrell is a vice chairman of the Corporate Finance
Committee of the Section of Public Utility, Communications and
Transportation Law of the American Bar Association and is a
member of the Section of Business Law. Mr. Terrell is also a
member of the National Association of Bond Lawyers and the
Section on Business Law of the International Bar Association. A
graduate of Villanova University School of Law, Mr. Terrell
holds a bachelor's degree and an LL.M. in Taxation from New York
University.

Ms. Hood is a member of the American Bar Association Sections of
Public Utility, Communications and Transportation Law and
Business Law, and the Bar Association of the City of New York. A
cum laude graduate of Cornell Law School and a magna cum laude
graduate of Harvard College, Ms. Hood has extensive experience
in securities and asset-based finance work, corporate and
financial restructuring and development of new financial
products.

Mr. Fitzpatrick is a member of the New York Bar and the American
Institute of Certified Public Accountants. Mr. Fitzpatrick is
also a member of the American Bar Association Section of
Business Law. A graduate of Fordham University School of Law,
Mr. Fitzpatrick graduated cum laude from Villanova University
with a bachelor's degree in accounting.

Dewey Ballantine LLP, founded in 1909, is an international law
firm with more than 600 attorneys located in New York,
Washington, D.C., Los Angeles, Palo Alto, Houston, Austin,
London, Warsaw, Budapest, Prague and Frankfurt. Through its
network of offices, the firm handles some of the largest, most
complex corporate transactions and litigation in areas such as
M&A, bankruptcy, capital markets, private equity, antitrust,
intellectual property, structured finance, project finance,
international trade and international tax. Industry
specializations include banking, healthcare, insurance, energy
and utilities, media, consumer and industrial goods, technology,
telecommunications and transportation.


* Jefferies Hires Samuel Pearlstein as Senior Aerospace Analyst
---------------------------------------------------------------
Jefferies & Company, Inc., the principal operating subsidiary of
Jefferies Group, Inc. (NYSE: JEF), announced the hiring of
Samuel J. Pearlstein as a Managing Director and Senior Equity
Research Analyst. Mr. Pearlstein will continue to follow the
aerospace and defense sectors, areas in which he has been a
leading analyst for the past nine years. Mr. Pearlstein is a
three-time Wall Street Journal All-Star Analyst, having been
selected in 1999 and 2002 for stock picking, and on the basis of
earnings accuracy in 2000.

"We are delighted to welcome Sam Pearlstein to Jefferies,"
commented Richard B. Handler, Chairman and Chief Executive
Officer of Jefferies. "He is well known as a leading analyst in
the global aerospace and defense sectors and will quickly add
value for our institutional clients."

"Jefferies' acquisition of Quarterdeck Investment Partners, a
leading investment bank for aerospace and defense companies, has
helped us focus on these sectors," added John C. Shaw, Jr.,
President of Jefferies. "We believe Jefferies' institutional
clients will benefit from coverage of these areas by such an
experienced and well-respected analyst."

"I'm excited about joining Jefferies and look forward to
leveraging the firm's significant trading capabilities and
further enhancing my relationships with the institutional
community," said Mr. Pearlstein.

Mr. Pearlstein will report to Steven R. Black, Director of
Equity Research, and will be based in the firm's Short Hills,
New Jersey office. He was most recently a Managing Director and
Senior Research Analyst at Wachovia Securities, Inc. for three
years, and held a similar position while at ING Barings LLC for
the three years previous to that. Mr. Pearlstein earned an MBA
from The Stern School of Business at New York University and a
BS, cum laude, at the University of Pennsylvania. He is
President of the Aerospace Analyst Society.

Jefferies & Company, Inc., the principal operating subsidiary of
Jefferies Group, Inc. (NYSE: JEF), is a full-service investment
bank and institutional securities firm focused on the middle
market. Jefferies offers financial advisory, capital raising,
mergers and acquisitions, and restructuring services to small
and mid-cap companies. The firm provides outstanding trade
execution in equity, high yield, convertible and international
securities, as well as fundamental research and asset management
capabilities, to institutional investors. Additional services
include correspondent clearing, prime brokerage, private client
services and securities lending. The firm's leadership in equity
trading is recognized by numerous consulting and survey
organizations, and Jefferies' affiliate, Helfant Group, Inc.,
executes approximately twelve percent of the daily reported
volume on the NYSE.

Through its subsidiaries, Jefferies Group, Inc. employs more
than 1,350 people in 21 offices worldwide, including Atlanta,
Boston, Chicago, Dallas, Hong Kong, London, Los Angeles, New
York, Paris, San Francisco, Tokyo, Washington and Zurich.
Further information about Jefferies, including a description of
investment banking, trading, research and asset management
services, can be found at http://www.jefco.com


* Sheppard Mullin Welcomes Three Experienced Litigators
-------------------------------------------------------
Sheppard, Mullin, Richter & Hampton LLP announced that John R.
Fornaciari has joined the Firm as a partner, and Robert M. Disch
and John J. Vecchione have each joined the Firm as senior
attorneys. Fornaciari specializes in the trial of complex
commercial cases, antitrust litigation and white-collar criminal
defense. Disch focuses his practice on commercial litigation
with a specialty in antitrust law. Vecchione practices general
litigation, primarily in the context of commercial and
employment law.

"We are excited to add these three talented attorneys, with
outstanding litigation capabilities and wide-ranging trial
experience," said Guy Halgren, Chairman of the Firm's Executive
Committee. Also commenting on the lateral additions,
Administrative Partner of the Washington D.C. office Bob
Magielnicki said, "Seasoned litigators are critical in order to
properly serve clients. The integration of these three attorneys
adds to the Firm's already formidable litigation resources
across the country."

Fornaciari has handled trials nationwide, involving antitrust
claims, RICO claims, fraud, freeze-out mergers, breach of duty,
conspiracy, mail fraud and wire fraud. Fornaciari received his
law degree from Boston College in 1971, and his undergraduate
degree from Providence College in 1968. He is a member of the
American Bar Association, and is admitted to practice in the
District of Columbia, the Commonwealth of Massachusetts; the
U.S. Supreme Court; U.S. Courts of Appeals for the First,
Second, Third, Fourth, Sixth, Seventh and Federal Circuits; the
U.S. District Courts for the District of Columbia, Maryland,
Massachusetts and Connecticut; and the U.S. Tax Court.

Focusing on commercial litigation and antitrust law, Disch has
handled complex commercial litigation matters arising from bank
failure; defense of corporate officers and directors; defense of
antitrust suits; defense and prosecution of defamation and trade
libel suits; and white-collar criminal investigations and
trials. Disch also specializes in matters relating to the Hart-
Scott-Rodino Act. Disch received his law degree from
Northwestern University in 1981, and his undergraduate degree
from Carroll College in 1978. He is admitted to practice in the
District of Columbia; the U.S. Supreme Court; U.S. Court of
Appeals for the District of Columbia Circuit; and the U.S.
District Court of Maryland.

Vecchione has extensive experience litigating contract and
commercial matters, and defending equal employment opportunity
claims. His experience includes UCC check fraud cases, maritime
torts, antitrust, white-collar and securities litigation.
Vecchione received his law degree from Georgetown University Law
Center in 1989, and his undergraduate degree from Hamilton
College in 1986. He is admitted to practice in New York and the
District of Columbia, as well as Maryland Federal District
Court.

Sheppard Mullin has more than 370 attorneys among its eight
offices in Washington, D.C., Los Angeles, San Francisco, Orange
County, San Diego, Santa Barbara, West Los Angeles, and Del Mar
Heights. The full-service firm provides counsel in Antitrust &
Trade Regulation; White Collar and Civil Fraud Defense; Business
Litigation; Construction, Environmental, Real Estate & Land Use
Litigation; Corporate; Entertainment, Media & Communications;
Finance & Bankruptcy; Financial Institutions; Government
Contracts & Regulated Industries; Healthcare; Intellectual
Property; Labor & Employment; Real Estate, Land Use, Natural
Resources & Environment; and Tax, Employee Benefits, Trusts &
Estates. The Firm celebrated its 75th anniversary in 2002.


* DebtTraders' Real-Time Bond Pricing
-------------------------------------

Issuer               Coupon   Maturity  Bid - Ask  Weekly change
------               ------   --------  ---------  -------------
Federal-Mogul         7.5%    due 2004  15.0 - 17.0       0.0
Finova Group          7.5%    due 2009  38.0 - 39.0       0.0
Freeport-McMoran      7.5%    due 2006  102.5- 103.5     +0.5
Global Crossing Hldgs 9.5%    due 2009   3.5 - 4.0       +0.5
Globalstar            11.375% due 2004  2.25 - 2.75      +0.25
Lucent Technologies   6.45%   due 2029  73.0 - 74.0      +0.5
Polaroid Corporation  6.75%   due 2002   6.75 - 7.25     +0.25
Terra Industries      10.5%   due 2005  93.0 - 95.0       0.0
Westpoint Stevens     7.875%  due 2005  23.0 - 24.0      +2.0
Xerox Corporation     8.0%    due 2027  85.5- 87.5       +1.0

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

                          *********

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 ***