TCR_Public/030509.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

               Friday, May 9, 2003, Vol. 7, No. 91    

                          Headlines

ACE LIMITED: Caps Price of $500-Million Preferred Share Offering
AIR CANADA: Wants Approval to Access C$350-Million CIBC Facility
AIR CANADA: Intends to Terminate Leases from Int'l Aviation
AIRGAS INC: Reports Performance Improvement for March Quarter
ALTERNATIVE FUEL: Reducing Staff & Limiting Inventories Purchase

ALTERRA HEALTHCARE: Gets OK to Appoint BSI as Court Claims Agent
ANC RENTAL CORP: Court Clears $1.2-Million Purchase Agreement
ARMSTRONG: Outlines Treatment of Claims Under 3rd Amended Plan
AVADO BRANDS: Reaffirms Shift in Focus Under Turnaround Plan
BAYOU STEEL: Asks Court to Stretch Exclusivity through Nov. 30

BCE INC: Simplifies Operations with New Business Structure
CABLE SATISFACTION: Bankers Extend Debt Waivers until May 28
CANNON EXPRESS: AMEX Accepts Company's Proposed Compliance Plan
CENTERPOINT ENERGY: Elects Derrill Cody to Board of Directors
COEUR D'ALENE MINES: Preparing Prospectus for 7MM-Share Offering

COMVERSE TECH: Closes $350-Million Puttable Securities Offering
CORNERSTONE PROPANE: Mulls Sale as Company Explores Alternatives
CORRECTIONS CORP: Closes Shares and 7-1/2% Sr. Notes Offerings
DAISYTEK INCORPORATED: Voluntary Chapter 11 Case Summary
DENNY'S CORP: Net Capital Deficit Slides-Up to $288 Million

DOANE PET CARE: Commences Exchange Offer for 10-3/4% Sr. Notes
DT INDUSTRIES: Narrows March Quarter Net Loss to $4.6 Million
ENCOMPASS SERVICES: Committee Wants Chapter 11 Trustee Appointed
ENRON CORP: Judge Gonzalez Approves Four Settlement Agreements
EXIDE TECHNOLOGIES: Plan Filing Exclusivity Extended to August 7

FLEMING COMPANIES: Hires Baker Botts LLP as Special Counsel
GBC BANCORP: Fitch Puts BB+ L-T Debt Rating on Watch Evolving
GE CAPITAL MORTGAGE: Fitch Rates Several Home Equity Issues
GENERAL DATACOMM: UK Unit Completes Asset Sale for $2 Mill. Net
GENUITY INC: Intends to Fund Wind-Down of Foreign Subsidiaries

GLIMCHER REALTY: Names Janette Bobot Director of Internal Audit
GLOBAL CROSSING: IDT Seeks Thorough Review of Sale to SingTel
GLOBAL CROSSING: Reports Positive EBITDA for March 2003
HARVEST NATURAL: First-Quarter 2003 Net Loss Tops $15.5 Million
HAYES LEMMERZ: Plan Confirmation Hearing to Continue on Monday

HIGHWOOD PROPERTIES: Fitch Affirms BB+ Preferred Shares Rating
INTERBANK FUNDING: Claims Bar Date Set for May 30, 2003
INTERPUBLIC: Names Christopher Coughlin Chief Operating Officer
INTRAWEST: Brings-In Moneris Solutions for Payment Processing
KAISER: New Debtors Get Open-Ended Lease Decision Time Extension

KASPER A.S.L.: Grypon Master Fund Discloses 5.6% Equity Stake
KMART CORP: Wants Approval to Sell Store No. 4228 to Wheeling
LEXAM EXPLORATIONS: Ability to Continue Operations Uncertain
LEAP WIRELESS: Court Allows Release of Funds from Pledge Account
LOUDEYE CORP: Will Publish First-Quarter Results on Wednesday

MCSI INC: Takes Restructuring Steps as Part of Long-Term Plan
MERRILL LYNCH: Fitch Takes Rating Actions on Ser. 1999-C1 Notes
MERRILL LYNCH: Fitch Upgrades Class B-2 Rating to BB+ from B
MILITARY RESALE: Cash Resources Insufficient to Fund Operations
MIRANT: Continues to Pursue Successful Financial Restructuring

MRS. FIELDS: Appoints Stephen Russo as New President and CEO
NEPTUNE SOCIETY: Reports Weaker Operating Results for 2002
NORSKE SKOG: Intends to Raise $100MM from Senior Notes Offering
OGLEBAY NORTON: S&P Hatchets Low-B Rating on Liquidity Concerns
OMNOVA SOLUTIONS: Fitch Changes BB+ Rating's Outlook to Negative

PCD INC: Completes Wells-CTI Div. Asset Sale to UMD Technology
PEABODY ENERGY: Directors Re-Elected at Shareholders' Meeting
PICCADILLY CAFETERIAS: Red Ink Flows in Third Fiscal Quarter
PLAYBOY ENTERPRISES: Reports Substantially Improved Q1 Results
PRIMEDIA INC: $300 Million Senior Notes Get S&P's B Rating

PROMAX ENERGY: Commences Restructuring Under CCAA in Canada
REGUS BUSINESS: Committee Signs-Up Kaye Scholer as Attorneys
ROSE HILLS: S&P Revises Outlook to Developing over Reduced Debt
ROUNDY'S: Outlook Stable Given Aggressive Acquisition Strategy
SALOMON BROS: Fitch Raises Ser. 2002-UST1 Cl. B-5 Rating to BB+

SERVICE MERCHANDISE: Challenging Filed Work Compensation Claims
SIERRA PACIFIC: Registers $300-Mill. of 7.25% Convertible Notes
STANSBURY HOLDINGS: Taps Sellers and Andersen as Accountants
TEMBEC INC: Unit Completes Exchange Offer for 8.625% Sr. Notes
TIMES SQUARE HOTEL: S&P Lowers & Removes BB+ Rating from Watch

TITANIUM METALS: Valhi Begins Tender Offer for Preferred Shares
TREND HOLDINGS: Taps Atlas Partners and Grubb & Ellis as Agents
TRITON PCS: March 31 Net Capital Deficit Widens to $192 Million
UNITED AIRLINES: Revenue Passenger Miles Tumble 13.4% in April
US STEEL: Increased Fin'l Risk Prompts S&P to Cut Rating to BB-

U.S. UNWIRED: Will Publish First-Quarter 2003 Results on Thurs.
VISUAL DATA CORP: Completes Three-Part Financing Transaction
WESTAR ENERGY: Board Declares Quarterly Preferred Share Dividend
WHEREHOUSE: Wants to Stretch Plan Exclusivity through August 19
WORLDCOM INC: Wants Nod for Proposed Solicitation Procedures

XM SATELLITE: Red Ink Continues to Flow in First Quarter 2003
XML GLOBAL TECH.: Completes Corporate Reorganization Program

*BOOK REVIEW: The First Junk Bond: A Story of Corporate Boom
              and Bust

                          *********

ACE LIMITED: Caps Price of $500-Million Preferred Share Offering
----------------------------------------------------------------
ACE Limited (NYSE:ACE) has agreed to sell in a public offering
20 million 7.80% Cumulative Redeemable Preferred Shares, Series
C, in the form of depositary shares, for $25.00 per depositary
share. ACE also granted the underwriters of the offering an
option to purchase an additional 3 million shares at the same
price to cover over allotments. ACE intends to use the net
proceeds of the offering to make additional capital
contributions to some of its subsidiaries and for general
corporate purposes. This completes ACE's previously announced
financing plans. No further capital raising activities are
anticipated at this time.

The shares, which will trade on the New York Stock Exchange
under the symbol "ACE PrC", will have an annual dividend rate of
7.80%. The first quarterly dividend will be payable on
September 1, 2003. The shares will not be convertible into or
exchangeable for ACE's ordinary shares. ACE may redeem these
shares at any time after May 30, 2008 at a redemption value of
$25.00 per depositary share. ACE may also redeem the shares at
any time under certain limited circumstances.

Citigroup Global Markets Inc. and Merrill Lynch are acting as
joint book-running managers for the offering.

The ACE Group of Companies provides insurance and reinsurance
for a diverse group of clients. The ACE Group conducts its
business on a global basis with operating subsidiaries in nearly
50 countries. Additional information can be found at:
http://www.acelimited.com

As reported in Troubled Company Reporter's April 25, 2003
edition, Fitch downgraded the debt ratings of ACE and its
subsidiary ACE INA Holdings, Inc. by one notch, including the
senior debt ratings to 'A-' from 'A' and commercial paper
ratings to 'F2' from 'F1'. Fitch also downgraded the insurer
financial strength ratings of the insurance subsidiaries of
Brandywine Holdings by four notches to 'B+' from 'BBB-'.

Fitch assigned a 'BBB+' rating to the preferred securities issue
planned under ACE's recent shelf registration, while downgrading
the rating on existing preferred securities to 'BBB+' from 'A-'.

The Rating Outlook on all of the above noted ratings is Stable.


AIR CANADA: Wants Approval to Access C$350-Million CIBC Facility
----------------------------------------------------------------
As part of its overall discussion regarding the New Aerogold
Agreement, Air Canada was able to negotiate a C$350,000,000 non-
revolving term loan commitment with Canadian Imperial Bank of
Commerce as lender.  Air Canada intends to use the additional
liquidity to fund ordinary course operations and expenses during
the CCAA proceedings.

Together with the New Aerogold Agreement, Air Canada Executive
Vice-President and Chief Financial Officer Robert M. Patterson
tells Mr. Justice Farley that the CIBC Credit Facility is
designed to assist Air Canada in its restructuring efforts and
to ensure the continuation of the valuable mutual relationship
CIBC and Air Canada have developed.

For these reasons, the Applicants seek the Court's permission to
enter into the CCAA Credit Financing Agreement with CIBC.

                C$350,000,000 CIBC Credit Facility

Pursuant to the terms of a commitment letter CIBC sent to Air
Canada on April 16, 2003, the CIBC Credit Facility will be
available via a one drawdown of a Canadian dollar loan bearing
interest at a Prime Rate plus 4% per annum from the date of the
drawdown until the date certain lending conditions are
satisfied. After that date, the loan will bear interest at the
Prime Rate per annum.  The interest will be paid in cash monthly
in arrears. The interest rate will increase by 2% per annum on
the occurrence and during the continuance of an Event of
Default.

The Prime Rate is the annual interest rate from time to time
declared by CIBC as its prime interest rate for Canadian dollar
commercial loans made in Canada as adjusted from time to time.

The CIBC Facility will mature on the earliest of:

   (i) the repayment of all amounts outstanding under the Credit
       Facility;

  (ii) such earlier date upon which the repayment of the
       Facility is required due to the occurrence of an Event of
       Default; or

(iii) October 1, 2004.

An Event of Default includes, but is not limited to:

   (1) the appointment of a receiver, interim receiver, receiver
       and manager or trustee in bankruptcy with powers to
       operate or manage Air Canada's affairs;

   (2) the dismissal or conversion of the CCAA Proceeding or the
       U.S. Bankruptcy Court Proceeding, or granting relief from
       the stays imposed in the proceedings, in favor of third
       parties in a manner that has a material adverse effect;

   (3) expiry of the stay provisions under the CCAA Initial
       Order or any U.S. Bankruptcy Court order;

   (4) a post-CCAA Proceeding judgment liability or event that
       will, in CIBC's judgment have a Material Adverse Effect;

   (5) any violation or breach of any representation or warranty
       or covenant contained in the CIBC Facility definitive
       documentation in any material respect;

   (6) any material default by Air Canada of any CCAA Court or
       U.S. Bankruptcy Court order;

   (7) any termination of the New Aerogold Agreement;

   (8) the occurrence of an event of default and the resulting
       acceleration of amounts owing under any CCAA Financing
       that has been provided to, and drawn down by, Air Canada;
       or

   (9) the granting of any court order in the CCAA Proceeding or
       U.S. Bankruptcy Court proceeding that has a Material
       Adverse Effect or materially and adversely affects CIBC's
       rights without CIBC's prior consent.

On the occurrence of an Event of Default, CIBC may declare Air
Canada's obligations under the CIBC Facility to be immediately
due and payable in cash.

CIBC will also assist in exploring financing opportunities when
Air Canada emerges from the CCAA proceedings.

Once effective, CIBC's commitment to provide financing will
cease if the Credit Facility is not funded for any reason on or
before May 15, 2003.  In this case, neither CIBC nor any of its
affiliates will be have liability to any person in connection
with its refusal to fund the Credit Facility after that date.

                  C$7,000,000 Commitment Fee

As part of the transaction, Air Canada will pay to CIBC a
C$7,000,000 commitment fee on the date the Credit Facility is
fully available for drawing by Air Canada.  CIBC will refund one
half of the Commitment Fee if a financier is not able to confirm
to CIBC by July 15, 2003 that at least C$337,500,000 of the
Credit Facility is fully available for Air Canada to draw (the
DIP Condition).  The Commitment Fee will also be reduced to
C$3,500,000.  In all cases, the Commitment Fee will be fully
earned and non-refundable when due and payable.

Air Canada will also pay for all out-of-pocket expenses CIBC
incurred from April 1, 2003 in connection with the Commitment
Letter, the prior communications, the execution of definitive
agreements and the evaluation and documentation of the Credit
Facility.

                  Security and Priority

To secure its existing and future obligations under the CIBC
Facility and any liabilities pursuant to cash management
services provided by CIBC, Air Canada will give CIBC a fully
perfected first priority security interest in, and first ranking
charge on all of its present and after-acquired claims, debts
and accounts receivable under the New Aerogold Agreement and on
all of the present and after-acquired licenses and trademarks
that it owns or owned by Aeroplan LP and used by CIBC in
connection with the Aerogold program, including, without
limitation, the "Aerogold", "Aero Or", "Aerocorporate" and
"Aeromortgage" trademarks.  The CIBC Collateral will only be
subject to the C$10,000,000 Administrative Charges provided
under the Initial CCAA Order. The Collateral will be free and
clear of all other liens, encumbrances and claims of any kind.

CIBC will also receive a first floating charge, subject only to
the Administrative Charge, over the Applicants' entire
undertaking and on all of their property and assets.  At Air
Canada's request, CIBC will, without any further consideration
and regardless of whether there are any amounts outstanding
under the CIBC Facility, release the Floating Charge.  But the
release of the Floating Charge will not occur until the DIP
Condition is satisfied.

                Financial And Other Reporting

Air Canada will provide CIBC a rolling 13-week cash flow budget
on a weekly basis.  The cash flow budgets will be prepared on a
consolidated and consolidating basis.  Ernst & Young, as the
Applicants' Monitor, will prepare the report.

Air Canada will also furnish CIBC with copies of all pleadings,
motions, applications, judicial information, financial
information and other documents filed with the CCAA Court or the
U.S. Bankruptcy Court as well as other reports and information
with respect to its business, financial condition or prospects.
(Air Canada Bankruptcy News, Issue No. 4; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


AIR CANADA: Intends to Terminate Leases from Int'l Aviation
-----------------------------------------------------------
International Aviation Terminals Inc., has been advised by Air
Canada and its subsidiary, Jazz Air Inc., that they intend to
terminate certain of their leases from IAT. As a result, IAT is
proposing to reduce payments to IAT Air Cargo Facilities Income
Fund ny reducing interest payments to the Fund on the  
subordinated debt held by the Fund and eliminating dividend
payments while occupancy levels are below normal.

As described in the press release issued by the Fund on
April 10, 2003, Air Canada obtained a stay of proceedings under
the Companies' Creditors Arrangement Act for itself and its
subsidiaries. This order prohibits enforcement of normal
creditors' and landlords' remedies. Air Canada has now indicated
to IAT that it intends to terminate leases for a total of
approximately 85,000 square feet (net of space sublet to other
tenants). The lease revenues and cost recoveries associated with
this space represent approximately 9.5% of IAT's current monthly
lease revenues and cost recoveries.

In addition, as previously advised, Air Canada will not continue
to lease 121,000 square feet of building and ramp area in IAT's
Airside Facilities at the South Airport in Vancouver. Revenues
and cost recoveries from the lease of this space (net of
revenues from a replacement lease of a portion of the space)
represent approximately 4.5% of IAT's current monthly lease
revenues and cost recoveries. Management of IAT had expected
that Air Canada would not continue to lease this space after May
2003.

The terms of Air Canada's CCAA order require that the consent of
a court- appointed monitor be obtained for any termination of a
lease with IAT and, unless otherwise agreed by IAT, Air Canada
must deal with the consequences of such termination in its plan
of arrangement to be filed with the court. IAT will take all
appropriate steps to deal with the actions of Air Canada,
including seeking to mitigate the consequences of any vacating
of the space leased to them by re leasing it to other tenants.

The effects of the steps being taken by Air Canada cannot be
fully determined at this time. In the current business
conditions, demand for space is weak and management does not
expect to fill the vacated space rapidly. The airline and air
cargo industries have suffered from a combination of the effects
of terrorist activities, war, disease and a worldwide economic
slowdown. These factors have persisted since 2001, lowering air
cargo volumes and significantly reducing demand for additional
leased space. As a result of this combination of factors, IAT's
occupancy rate had declined to just under 90% at the end of
2002. The additional vacancy resulting from Air Canada's actions
will lengthen the time required to be able to bring the
occupancy levels back to normal. In addition, investment of
additional funds by IAT is likely to be necessary to make
improvements for new tenants requirements.

In order to conserve cash resources and maintain the long term
strength of the company, the directors of IAT have determined
that it is necessary and prudent to reduce payments to the Fund
in the circumstances. Management of IAT currently expects that,
in order to maintain a sufficient cash reserve for requirements
of the business and pay distributions at a sustainable level
until a return to normal levels of occupancy, current dividend
payments to the Fund ($0.11 per unit per year) must be
eliminated and interest payments on the subordinated notes held
by the Fund will be required to be reduced to an annual level
equivalent to approximately $0.70 per unit (from the current
level of approximately $1.00 per unit).

IAT leases approximately 1,246,000 square feet of air cargo and
related facilities to 140 tenants at five airports in western
Canada. IAT had combined lease revenues and cost recoveries of
approximately $17.8 million for 2002. Air Canada accounted for
approximately 19% of IAT's lease revenue in 2002.

The unitholders of the Fund will be asked to approve an
amendment to the terms of the subordinated notes to provide for
a reduced rate of interest based on cash available for
distribution in the circumstances. It is expected that the
annual general meeting of unitholders called for June 2, 2003
will be postponed to a later date in order to deal with this
approval. Further information, including notice of a
unitholders' meeting for this purpose, will be sent to
unitholders in the near future.


AIRGAS INC: Reports Performance Improvement for March Quarter
-------------------------------------------------------------
Airgas, Inc., (NYSE:ARG) reported earnings for its fourth
quarter and fiscal year ended March 31, 2003. Net earnings for
the quarter were $18.2 million compared to $8.7 million in the
same period a year ago. The prior-year fourth quarter included a
charge related to a litigation settlement of $8.5 million ($5.7
million after tax).

The reported net earnings before the cumulative effect of a
change in accounting principle for the year ended March 31, 2003
were $68.1 million, compared to $48.6 million for the prior
year. Fiscal 2003 earnings reflect a first quarter restructuring
charge of $2.7 million ($1.7 million after tax) related to the
integration of the Air Products acquisition.

"The weak industrial economy created a very tough sales
environment in fiscal 2003. However, we remained focused on
executing our strategic initiatives, pursuing growth in niches
like medical and specialty gas, and integrating acquired
assets," said Airgas Chairman and Chief Executive Officer Peter
McCausland. "I am very proud of the drive and determination
displayed by all Airgas associates during the year."

While fourth quarter sales increased 6% to $443 million, total
same-store sales declined 1% compared to the same quarter a year
ago, reflecting continued weakness in manufacturing and other
industrial segments. Same-store sales in the Distribution
segment were down 2%, reflecting a 4% decline in hardgoods while
gas and rent was flat. Same-store sales for the Gas Operations
segment increased 6%.

The Company continued to generate strong free cash flow during
fiscal 2003, enabling it to reduce adjusted debt by $96 million.
In line with the new guidance from the Securities and Exchange
Commission on the use of non-GAAP financial measures, the
Company has revised the calculation of its liquidity measure
"Free Cash Flow", making this useful measure more transparent
and traceable to the Statement of Cash Flows. The new definition
of Free Cash Flow and a reconciliation to the attached
Consolidated Statement of Cash Flows, as well as the definition
of adjusted debt and reconciliation to the balance sheet are
attached. Free Cash Flow for the year ended March 31, 2003 was
$104 million versus $133 million in the prior year. The fiscal
2003 decline in free cash flow reflects an investment in the new
liquid CO2 plant in Hopewell, VA; a cash disbursement related to
a prior year litigation settlement; and higher cash interest
payments on the prior year's subordinated debt issuance
resulting from a long first coupon period.

McCausland continued, "The year ahead looks like it may not be
an easy one as we could face as many challenges as
opportunities, but I believe we are a strong organization with
the ability to execute in any environment. We expect to continue
growing our earnings and project to earn between $1.05 and $1.12
per diluted share in fiscal 2004. The low end of the range
reflects a continuation of the current environment and the high
end assumes improvement."

Airgas, Inc. is the largest U.S. distributor of industrial,
medical and specialty gases, welding, safety and related
products. Its integrated network of nearly 800 locations
includes branches, retail stores, gas fill plants, specialty gas
labs, production facilities and distribution centers. Airgas
also distributes its products and services through eBusiness,
catalog and telesales channels. Its national scale and strong
local presence offer a competitive edge to its diversified
customer base. For more information, please visit
http://www.airgas.com

As reported in Troubled Company Reporter's February 3, 2003
edition, Standard & Poor's Rating Services revised its outlook
on packaged gas distributor Airgas Inc., to positive from stable
based on expectations that the company's financial profile will
continue to strengthen as economic conditions improve. Standard
& Poor's said affirmed its 'BB' corporate credit rating on the
Radnor, Pennsylvania-based company.  

"Meaningful debt reduction has occurred at Airgas, demonstrating
the resilience of its cash flows despite challenging economic
times", said Standard & Poor's credit analyst Wesley E. Chinn.
"Accordingly," he continued, "it is possible that the ongoing
pursuit of strategic acquisitions will not hamper the
strengthening of debt leverage measures to levels appropriate
for a higher rating".


ALTERNATIVE FUEL: Reducing Staff & Limiting Inventories Purchase
----------------------------------------------------------------
Alternative Fuel Systems Inc. (TSX:ATF) announced an update on
its corporate restructuring activities and a recent order from
its major European customer.

             Update on Corporate Restructuring

As announced on April 9, 2003, AFS applied for creditor
protection on that date under the Companies' Creditors
Arrangement Act to facilitate a corporate reorganization. The
Company believes this process provides the best opportunity to
continue to operate in light of the previously reported dramatic
reduction in sales to AFS' significant European customer. As
part of the restructuring, and in continuation of the Company's
cost cutting measures to reduce overhead, the Company has
undertaken the following:

    - Over the next week, the Company will be moving out of its
      51,000 square foot leased facility in northeast Calgary
      and into a smaller nearby facility. The monthly rental
      payments (net of sublease revenue) of the current facility
      are $46,000. The new facility contains 5,000 square
      feet, has monthly rental payments of $2,800 and will be
      subleased on a month-to-month basis. The annual savings in
      rent will be approximately $500,000 with additional
      savings in utilities, business taxes and other related
      costs.

    - By the middle of May, AFS will have reduced its staff from
      40 employees to 17. Approximately half of this reduction
      relates to production staff working on the assembly of the
      Company's natural gas pressure regulator. The reduced
      staff level has not compromised AFS' ability to continue
      servicing its existing clients and proceed with the
      completion of its major product development programs.

    - The Company is limiting its purchase of inventories to
      only essential items. The prior buildup of inventory, in
      response to the high sales levels experienced in the
      fourth quarter of 2002, should be sufficient to meet
      current sales levels for a considerable period.

    - During the restructuring period, AFS has continued to ship
      products to customers in Mexico, Europe and the U.S.
      Ecomex of Mexico City recently took delivery of an initial
      order of 50 of AFS' newly developed Sparrow "C" engine
      management systems. These systems will be used by Ecomex
      to convert Chevy Monza vehicles to natural gas operation.
      The Monza is a small passenger vehicle commonly used for
      taxi applications in Mexico.

       Update on Orders from Major European Customer

AFS' significant European customer had suspended orders of the
Company's "Falcon" natural gas pressure regulators commencing in
March of this year. Regulator sales to this client amounted to
$2.4 million from October 2002 to February 2003. On May 5, 2003,
AFS received an order from this customer for regulator
deliveries in June and July with sales value of $170,000
Canadian in each of these two months. This client has not yet
provided clarification as to their longer-term order
requirements.

AFS has been informed that the orders for June and July will be
sufficient to meet the vehicle production requirements of this
customer until the end of August of this year. In September, a
new model of the natural gas vehicle is scheduled to be
introduced. AFS has not been notified if this vehicle will
utilize the Company's regulator.

The Company will continue to provide updates on material
developments related to sales to this customer.

AFS is a Canadian environmental technology company providing
innovative and cost-effective solutions to the growing global
problem of harmful exhaust emissions from internal combustion
engines. AFS has commercialized electronic engine management
systems enabling diesel and gasoline engines to operate on
cleaner burning natural gas. AFS' natural gas systems and
components are installed worldwide in new vehicles manufactured
by Original Equipment Manufacturers, or retrofitted in existing
fleets. AFS is headquartered in Calgary, Canada and trades on
the Toronto Stock Exchange under the trading symbol ATF.


ALTERRA HEALTHCARE: Gets OK to Appoint BSI as Court Claims Agent
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware gave its
nod of approval to Alterra Healthcare Corporation's application
to appoint Bankruptcy Services, LLC as the official claims and
noticing agent for the Court Clerk.  

The Debtor anticipates that there will be over 15,500 creditor
entities that will be required to be served with the various
notices, motions and other documents filed in this case. The
size and magnitude of the Debtor's creditor body makes it
impracticable for the office of the Clerk of the United States
Bankruptcy Court for the District of Delaware to serve notice
efficiently and effectively on such a large number of creditors
from and after the commencement of this chapter 11 case without
creating an administrative burden.

The Debtor submits that the most effective and efficient manner
by which to accomplish the process is to employ BSI to:

     a. relieve the Clerk's Office of all noticing under any
        applicable rule of bankruptcy procedure;

     b. file with the Clerk's Office a certificate of service,
        within 5 days after each service, which includes a copy
        of the notice, a list of persons to whom it was mailed
        (in alphabetical order), and the date mailed;

     c. maintain an up-to-date mailing list for all entities
        that have requested service of pleadings in this case,
        which list shall be available upon request of the
        Clerk's Office;

     d. comply with applicable state, municipal and local laws
        and rules, orders, regulations and requirements of
        Federal Government Departments and Bureaus;

     e. relieve the Clerk's Office of all noticing under any
        applicable rule of bankruptcy procedure relating to the
        institution of a claims bar date and processing of
        claims;

     f. at any time, upon request, satisfy the Court that the
        Claims Agent has the capability to efficiently and
        effectively notice, docket and maintain proofs of claim;

     g. furnish a notice of the bar date approved by the Court
        for the filing of a proof of claim (including the
        coordination of publication, if necessary) and a form
        for filing a proof of claim to each creditor notified of
        the filing;

     h. maintain all proofs of claim filed;

     i. maintain an official claims register, by docketing all
        proof's of claim on a register containing certain
        information, including:

        - a the name and address of claimant and agent, if agent
          filed proof of claim;

        - the date received;

        - the claim number assigned;

        - the amount and classification asserted;

        - the comparative, scheduled amount of the creditor's
          claim; and

        - pertinent comments concerning disposition of claims;

     j. maintain the original proofs of claim in correct claim
        number order, in an environmentally secure area, and
        protecting the integrity of these original documents
        from theft or alteration;

     k. transmit to the Clerk's Office an official copy of the
        claims register on a monthly basis, unless requested in
        writing by the Clerk's Office on a more/less frequent
        basis;

     l. maintain an up-to-date mailing list for all entities
        that have filed a proof of claim, which list shall be
        available upon request of a party in interest or the
        Clerk's Office;

     m. be open to the public for examination of the original
        proofs of claim without charge during regular business
        hours;

     n. record all transfers of claims pursuant to Bankruptcy
        Rule 3001(e) and provide notice of the transfer as
        required by Bankruptcy Rule 3001(e);

     o. record court orders concerning claims resolution; p.
        assisting with voting and balloting, including the
        printing and mailing of ballots;

     q. make all original documents available to the Clerk's
        Office on an expedited, immediate basis; and

     r. promptly comply with such further conditions and
        requirements as the Clerk's Office may hereafter
        prescribe.

BSI's professional hourly rates are:

          Kathy Gerber            $195 per hour
          Senior Consultants      $175 per hour
          Programmer              $125 to $150 per hour
          Data Entry/Clerical     $40 to $60 per hour

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.


ANC RENTAL CORP: Court Clears $1.2-Million Purchase Agreement
-------------------------------------------------------------
ANC Rental Corporation and its debtor-affiliates obtained the
Court's authorization to enter into a Purchase Agreement with
Sherer Car Rental Inc., and assume the Alamo Agreement, and
assign it to Sherer, on the condition that the Purchase
Agreement closes.

These are the salient terms of the Purchase Agreement:

  A. Purchase Price: As the purchase price for the Acquired
     Assets, Sherer will pay to the Debtors an amount equal to
     $1,200,000.  Taxes, equipment, real estate rentals,
     utilities and other customarily pro-ratable items will be
     pro-rated as of the Closing Date.

  B. Acquired Assets: The assets to be sold to Sherer consist of
     certain personal property, fixtures and equipment
     identified on Schedule 1.1 of the Purchase Agreement.  At
     the Closing, the Purchase Price will be increased by the
     amounts on Schedule 1.1.

  C. License Agreements: Sherer agrees to execute and deliver to
     National Car Rental Licensing Inc. the New License
     Agreement, and all related agreements and releases, for the
     Facility and either enter into the New License Agreement or
     voluntarily terminate all existing license agreements,
     whether active or inactive.  In accordance with the New
     License Agreement, Sherer will engage in car rental
     operations at the Facility under both the name and mark
     "National Car Rental" and "Alamo Rent-A-Car" either by
     "dual branding" from a single facility or through the
     operation of two separate facilities.  If within six months
     of the Closing Date, Sherer has not commenced dual branding
     operations, National Licensing has certain rights and
     remedies under the Purchase Agreement including the right
     to terminate the New License Agreement.

  D. Vehicles: Specific provisions of the Purchase Agreement
     address both leasing and the return of the Debtors'
     vehicles located at the Providence Airport.

  E. Closing: The Closing will occur on a date mutually
     agreeable to the parties.

  F. Transfer Taxes: The Purchase Agreement provides that the
     sale is in contemplation of the Debtors' plan of
     reorganization and is to be exempt from transfer taxes
     under Section 1146(c) of the Bankruptcy Code.  Sherer will
     escrow the estimated transfer taxes, if any, until the
     Debtors' plan of reorganization is approved by final order
     or until further order of the Bankruptcy Court.

  G. Bonding and Insurance: Sherer will meet all applicable
     bonding and insurance requirements with respect to the
     Facility on or before the Closing Date. (ANC Rental
     Bankruptcy News, Issue No. 31; Bankruptcy Creditors'
     Service, Inc., 609/392-0900)


ARMSTRONG: Outlines Treatment of Claims Under 3rd Amended Plan
--------------------------------------------------------------
Armstrong World Industries and its debtor-affiliates remind
Armstrong Holdings, Inc. shareholders that, due to concessions
made in negotiations, they are not allowed to vote on the Plan,
although they will be receiving copies of the Disclosure
Statement and Plan.

However, the Holdings shareholders do have standing to object to
the confirmation of the Plan since it requires the dissolution
of Holdings, with a resulting distribution of warrants to
purchase shares of the new common stock of Reorganized AWI to
the former shareholders of Holdings.

The resolution of the many objections to the Disclosure
Statement previously filed by AWI have led to significant,
although not radical, changes in the distribution to
claimholders under the Plan.  The definitions of the various
classes of Claims remain the same, and all Classes receiving
100% distribution are unimpaired and not entitled to vote.  The
single biggest change is in the alternative treatment of the
Class 4 Asbestos PD Claims and the enhanced possible
distribution to the Asbestos PI Claimants.

The Third Amended Plan classifies Claims against and Equity
Interestsin AWI for all purposes, including voting, confirmation
and distribution, as:
                                                        
Estimated
Class                        Treatment               Recovery
-----                        ---------               ---------
Administrative Claims   Paid in full, in cash when due    100%

Class 1: Priority       Paid in full, in cash on the      100%
          Claims         later of the Effective Date
                         or as soon as practicable
                         after the Priority Claim
                         becomes Allowed.

Class 2: Secured        Reinstated -- any defaults        100%
          Claims         related to Secured Claims will
                         be cured.

Class 3: Convenience    Paid 75% of Allowed Amount of      75%
          Claims         Convenience Claims in cash on
                         later of the Effective Date or
                         as soon as practicable after
                         the Convenience Claim becomes
                         Allowed.

Class 4: Asbestos       All Asbestos Property Damage    Unknown
          Property       Claims will be channeled to
          Damage         the Asbestos PD Trust, which
          Claims         will be funded exclusively
                         with the Asbestos PD Trust
                         Funding Obligation.

                         However, in a departure from
                         its previous Plan and Amended
                         Plans, AWI now states in its
                         3rd Amended Plan that, if
                         fewer than 25 Disputed
                         Asbestos PD Claims remain
                         outstanding as of the
                         Effective Date of the Plan,
                         AWI may elect, in its sole
                         discretion, not to channel
                         Asbestos PD Claims to the
                         Asbestos PD Trust, but to
                         litigate the merits of each
                         Disputed Asbestos PD Claim
                         before the Bankruptcy Court,
                         and pay the Allowed Amount
                         of each such Claim in full
                         in cash from the proceeds
                         of insurance.

Class 5: COLI           Reinstated.  Any defaults         100%
          Claims         related to COLI Claims
                         will be cured.

Class 6: Unsecured      Each holder of an Allowed          66.5%
          Claims         Unsecured Claim will receive
          Other Than     its Pro Rata Share of:
          Convenience
          Claims         1) 34.43% of the New Common
                            Stock,

                         2) 34.43% of the first $1.05
                            billion of:

                            (x) up to $300,000,000 of
                                Available Cash, and

                            (y) the Plan Notes and/or
                                144A Offering Proceeds,

                         3) 60% of the next $50,000,000
                            of the remaining Available
                            Cash,

                         4) 60% of the remaining amount
                            of Plan Notes and/or 144A
                            Offering Proceeds to the
                            extent that Available Cash
                            in item (3) is less than
                            $50,000,000, and

                         5) 34.43% of the remaining
                            Available Cash and Plan
                            Notes and/or 144A Offering
                            Proceeds.

Class 7: Asbestos       All Asbestos PI Claims will be   Unknown
          Personal       channeled to the Asbestos PI
          Injury         Trust.
          Claims

Class 8: Environmental  Each Environmental Claim will      66.5%
          Claims         be treated as an Allowed
                         Unsecured Claim to the extent
                         it becomes Allowed before any
                         Distribution Date.  Other
                         treatment is determined by the
                         terms of the relevant
                         settlement agreement.

Class 9: Affiliate      Reinstated.                         100%
          Claims

Class 10: Subsidiary    Reinstated.                         100%
           Debt
           Guarantee
           Claims

Class 11: Employee      Reinstated.                         100%
           Benefit
           Claims

Class 12: AWWD's        The holder of the Equity Interests   N/A
           Equity        will receive the New Warrants to
           Interests     be distributed in accordance with
           In AWI        the Holdings Plan of Liquidation if
                         approved.
(Armstrong Bankruptcy News, Issue No. 40; Bankruptcy Creditors'
Service, Inc., 609/392-0900)   


AVADO BRANDS: Reaffirms Shift in Focus Under Turnaround Plan
------------------------------------------------------------
Addressing shareholders, Avado Brands, Inc. (OTC Bulletin Board:
AVDO) Chairman and Chief Executive Officer Tom E. DuPree, Jr.
reaffirmed that a change in the Company's focus has occurred to
more aggressively drive same-stores sales and to ultimately
increase profitability.  The success of the Company's debt
reduction initiatives allowed this vital shift to take place.  
While reducing debt remains an objective, a much greater
emphasis will be placed on marketing and on the operations of
the Company's Don Pablo's and Hops brands.  The Company believes
this shift in focus will improve sales, profitability and
ultimately stakeholder value.

"A new day began at Avado Brands on March 13, 2003," said Mr.
DuPree. "The Company's Don Pablo's brand continues to perform at
a consistent level and the Hops brand, under new leadership, is
showing marked improvement in quantifiable areas such as Guest
Satisfaction Index scores and customer traffic."  Mr. DuPree
added, "While there is still much work to be done, the
positive changes we are seeing at Hops coupled with the
consistency of our Don Pablo's brand, which consumers have
ranked the No. 1 Mexican Restaurant Chain in the United States
for two of the last three years in an independent national
survey, gives us reason to be enthusiastic about the  
opportunities that lie before us."

Mr. DuPree also expressed the Company's appreciation for the
support it continues to receive from shareholders.  Avado
Brands' shareholders today re-elected, by a 96% affirmative
vote, six directors to serve one-year terms, including, Emilio
Alvarez-Recio, Vice President of Worldwide Advertising for
Colgate-Palmolive; Jerome A. Atkinson, Executive Vice President,
General Counsel and Chief Compliance Officer of Assurant Group,
the largest subsidiary of Fortis, Inc.; retired Ernst & Young
partner, William (Bill) V. Lapham; former J.P. Morgan Managing
Director of Investment Banking and Managing Partner of
Lighthouse Partners, Robert Sroka; Avado Brands Chief
Administrative Officer, Margaret (Beth) E. Waldrep; and Avado
Brands Chairman and Chief Executive Officer, Tom E. DuPree, Jr.  
Additionally, shareholders approved an amendment to the
Company's 1995 Stock Incentive Plan, which increased the number
of shares issuable under the plan by 500,000 shares.

Also approved by shareholders was the appointment of KPMG LLP to
serve as independent auditors of the Company for the fiscal year
ending December 28, 2003.

Avado Brands, whose March 30, 2003 balance sheet shows a total
shareholders' equity deficit of about $17 million, 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.
    

BAYOU STEEL: Asks Court to Stretch Exclusivity through Nov. 30
--------------------------------------------------------------
Bayou Steel Corporation, and its debtor-affiliates, ask the U.S.
Bankruptcy Court for the Northern District of Texas to further
extend their exclusive periods to file a plan of reorganization
and to solicit acceptances of that plan.

The Debtors tell the Court that the size and complexity of the
their businesses, their employee relationships, corporate
structure, and financing arrangement place heavy demands on
management and personnel even in an ideal environment. The
chapter 11 cases have exacerbated these demands, complicating
operational issues and adding a layer of complexity to
everything.

The value of the Debtors' estates and businesses are being
maintained by highly qualified management.  The Debtors continue
to pay their bills as they become due and are enjoying normal
relations with many of their suppliers, customers and vendors.
The Debtors assert that they possess the management expertise
and financial stability to operate as viable companies within
the chapter 11 framework.

Immediately after the Petition Date, the Debtors began
implementing their short-term business goals. The Debtors have
been working diligently to achieve these goals through various
means, including:

     i) the implementation of various forms of relief granted by
        the Court to allow the Debtors to maintain business as
        usual to the fullest extent possible;

    ii) the procurement of Court approval, over objections, of
        post-petition financing;

   iii) the retention of professionals, over objections,
        necessary to the Debtors' reorganization efforts;

    iv) the analysis of various issues relating to executory
        contracts, critical vendors, and the sale of certain
        assets;

     v) the stabilization of cash flow;

    vi) the continuance of delivery of services and supplies
        necessary to continue the Debtors' operations post-
        petition; and

   vii) the timely preparation of the Debtors' schedules and
        statements of financial affairs.

The Debtors have devoted significant time and resources to
analyzing the financial health of, and prospects for, each of
the Debtors' facilities. Over the course of the next month, the
Debtors anticipate seeking comments from their primary secured
creditors and the Creditors Committee and will work to finalize
a business plan. At the present time, the communications with
the primary secured creditors and the Creditors Committee, while
substantive and constructive, have not progressed to a level
where the Debtors feel comfortable opining as to what the
eventual business plan will look like.

The Debtors have made significant progress on their long-term
goals. However, given the scope and complexity of the attendant
issues, the Debtors believe it is premature to submit a plan of
reorganization.  Consequently, the Debtors want their plan
filing exclusivity period to be extended through November 30,
2003 and an extension of time to solicit votes in favor of that
plan to run through January 28, 2004.

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.


BCE INC: Simplifies Operations with New Business Structure
----------------------------------------------------------
Michael Sabia, Chief Executive Officer of Bell Canada and BCE
Inc., announced a new business structure that simplifies Bell's
operations by creating business divisions that reflect the three
major customer segments it serves and integrates the corporate
functions of BCE and Bell.

"Our goals are clear - to differentiate ourselves in the market
place by building a Bell Canada that is a powerhouse of
performance, product and service innovation, is simple to deal
with, and has the highest productivity in the industry," said
Mr. Sabia. "That's how we're going to win in a highly
competitive market. That's how we're going to bring value to our
customers and earn the right to be their communications supplier
of choice."

Effective June 1st, Bell Canada will create three customer
segments to replace its current structure:

    -    The Consumer Markets Group will include Bell's
         residential wireline service, its Mobility services,
         its ExpressVu satellite T.V. service, its Sympatico
         Internet services and its retail operations.

    -    The Small and Medium Business Division creates a unit
         which is totally dedicated to this customer segment.

    -    The Enterprise Division will focus on large business
         customers, governments and institutions.

The Consumer Markets Group will be led by Pierre Blouin, Group
President. The Business Markets Group will be led by John
Sheridan, Group President and will include Karen Sheriff,
President, Small and Medium Business and Isabelle Courville,
President, Enterprise.

"Our customers want sophisticated, integrated solutions from a
company that has leading-edge products and services, is reliable
and is simple to deal with," said Mr. Sabia. "Our new structure
moves us in this direction. It will facilitate our ability to
provide customers a full range of communications services
through a single point of contact."

The company will carefully transition to this new structure in
the coming weeks in order to ensure there is no impact on
customers or service levels. Business customers will, for the
most part, continue to be served by their regular sales
representatives.

Mr. Sabia went on to say that Bell will move towards taking a
more integrated approach to managing its IS/IT, Technology,
Network Operations and Productivity Initiatives. "We must
continue to raise the bar on our customer services levels and
our productivity accomplishments. We will achieve better
performance in these areas by aligning all of our technological
resources around a clear business purpose."

The integration of functions between BCE and Bell will move BCE
closer to the operations and challenges of its core asset. It
will also serve to simplify BCE's structure, helping investors
better understand the company's focus going forward.

"A year ago we embarked on a plan to bring greater focus to the
organization and simplify Bell. We addressed the uncertainties
BCE was facing. We regained full control of Bell Canada. We
strengthened the balance sheet. We implemented financial
discipline. We are now implementing our plans to simplify Bell
Canada to build stronger relationships with our 25 million
customer connections. Our attention is on our core operations at
Bell Canada and our intent is nothing short of making a strong,
Canadian Bell Canada the best communications company in North
America," concluded Mr. Sabia.

BCE is Canada's largest communications company. It has 25
million customer connections through the wireline, wireless,
data/Internet and satellite services it provides, largely under
the Bell brand. BCE's media interests are held by Bell
Globemedia, including CTV and The Globe and Mail. As well, BCE
has e-commerce capabilities provided under the BCE Emergis
brand. BCE shares are listed in Canada, the United States and
Europe.

Bell Canada, Canada's national leader in communications,
provides connectivity to residential and business customers
through wired and wireless voice and data communications, local
and long distance phone services, high speed and wireless
Internet access, IP-broadband services, e-business solutions and
direct-to-home satellite service. Bell Canada is wholly owned by
BCE Inc. For more information please visit http://www.bell.ca

                    Executive profiles

Pierre J. Blouin will become Group President, Consumer Markets,
Bell Canada effective June 1, 2003. He is currently the Chief
Executive Officer of BCE Emergis Inc. where he led the company
to profitability through an exhaustive review of its operations
and strategy. He has also served as President and CEO of Bell
Mobility. Prior to joining Bell Mobility, he held several
executive positions within the BCE family, including Executive
Vice-President of BCE. He holds a degree from Ecole des Hautes
Etudes Commerciales (affiliated with the Universit, de Montr,al)
and is a Fellow of the Canadian Bankers Institute. Mr. Blouin
was recognized as one of the Top 40 Canadians under 40 by the
Financial Post Magazine in 1998 and also earned the "relSve de
l'excellence" award from Ecole des Hautes Etudes Commerciales'
in 1989.

Isabelle Courville will become President, Enterprise, Bell
Canada effective June 1, 2003. She is currently President and
Chief Executive Officer of Bell Nordiq Group Inc., administrator
of the Bell Nordiq Income Fund. She also leads the business and
affairs of T,l,bec, LP and NorthernTel, LP. She has held various
positions at Bell Canada including Senior Vice-President, Supply
Chain and Capital Management, where she administered Bell's
capital program and its procurement and supply chain activities.
She is a graduate from the Ecole Polytechnique de Montr,al and
from McGill University. Ms. Courville is a member of the Ordre
des ing,nieurs du Qu,bec, the Barreau du Qu,bec and the Canadian
Bar Association.

Karen H. Sheriff will become President, Small and Medium
Business, Bell Canada effective June 1, 2003. She is currently
Chief Marketing Officer for Bell Canada where she has
successfully refocused Bell's marketing to prepare for the
future growth of key customer segments. Ms. Sheriff joined Bell
Canada in May 1999 as Senior Vice President of Product
Management/Development. Previously, Ms. Sheriff was responsible
for corporate marketing and branding at Ameritech Inc. Ms.
Sheriff holds a bachelor's degree in psychology, economics and
mathematics from Washington University in St. Louis. and has a
master's degree in business administration from the University
of Chicago.

At Dec. 31, 2002, BCE Inc. reported a total working capital
deficit of about CDN$2.3 billion.


CABLE SATISFACTION: Bankers Extend Debt Waivers until May 28
------------------------------------------------------------
Cable Satisfaction International Inc.'s bankers have extended
the waivers pertaining to the maturity date of the credit
facility of its subsidiary Cabovisao - Televisao por Cabo, S.A.
until May 28, 2003, subject to certain conditions.

The Company is pursuing constructive discussions with secured
lenders, noteholders, suppliers and potential investors to reach
a consensual agreement on a long-term solution to its financial
requirements and those of Cabovisao. There can be no assurance
as to the outcome of these discussions.

Csii builds and operates large bandwidth (750 Mhz) hybrid fibre
coaxial networks and, through its subsidiary Cabovisao -
Televisao por Cabo, S.A. provides cable television services,
high-speed Internet access, telephony and high-speed data
transmission services to homes and businesses in Portugal
through a single network connection.

The subordinate voting shares of Csii are listed on the Toronto
Stock Exchange under the trading symbol "CSQ.A".


CANNON EXPRESS: AMEX Accepts Company's Proposed Compliance Plan
---------------------------------------------------------------
On November 15, 2002 Cannon Express, Inc., received notice from
the American Stock Exchange Staff indicating that the Company is
below certain of the Exchange's continued listing standards in
Section 1003(a)(i) due to losses in two out of its three most
recent fiscal years, equity below $4 million and losses from
continuing operations and/or net losses in three out its four
most recent fiscal years; and Section 1003(a)(iv) in that it has
sustained losses which are so substantial in relation to its
overall operations or its existing financial resources, or its
financial condition has become so impaired that it appears
questionable, in the opinion of the Exchange, as to whether the
Company will be able to continue operations and/or meet its
obligations as they mature. Additionally, the Company has fallen
below Section 1003(d) Failure to Comply with Listing Agreements,
in that the Company's Audit Committee has not been in compliance
with the AMEX Company Guide since November 2001. Further, the
Company's failure to disclose the change in its Board of
Directors in November 2001 may have resulted in a violation of
Sections 403 and 921 of the Amex Company guide.

The Company was afforded the opportunity to submit a plan of
compliance to the Exchange and on December 16, 2002 presented
its plan to the Exchange. The Company submitted revisions to the
plan during the period of February through April of 2003. On
April 30, 2003, the Company received notice that the Exchange
had accepted the Company's plan of compliance and granted the
Company an extension of time until May 30, 2004 to regain
compliance with the continued listing standards. The Company
will be subject to periodic review by Exchange Staff during the
extension period. Failure to make progress consistent with the
milestones of the plan or to regain compliance with the
continued listing standards by the end of the plan period, could
result in the Company being delisted from the American Stock
Exchange.

The Company anticipates gaining compliance with its Audit
Committee Charter by appointing an independent member to its
Board of Directors who will also serve on the Audit Committee.

As reported in Troubled Company Reporter's February 18, 2003
edition, the Company began implementation of a plan to decrease
its fleet size by approximately 204 tractors and 324 trailers.
54 trucks and 174 trailers were sold in the quarter with
proceeds going toward equipment debt. The Company expects to
sell an additional 160 trucks and 150 trailers in the third
quarter of fiscal 2003 with proceeds going to reduce debt. The
second quarter results were adversely affected by the one time
costs associated with the implementation of the equipment
changes.

During December 2002 and January 2003 the Company presented to
and discussed with its key lenders a new operational plan. As a
result of these discussions, the Company has negotiated the
restructuring of its long-term debt payments in order to provide
the anticipated time needed to implement the changes necessary
for improving fundamental operating results. Additionally, the
Company has identified certain unencumbered assets for
disposition. These assets include real estate, an airplane, and
other miscellaneous assets.

The Company has also been successful in attracting several key
executives that should provide needed leadership and industry
expertise to its management team. The Company is attempting to
find a stable base of profitable business from which it can
reestablish itself as one of the quality truckload carriers in
the industry.


CENTERPOINT ENERGY: Elects Derrill Cody to Board of Directors
-------------------------------------------------------------
CenterPoint Energy, Inc. (NYSE: CNP) announced that Derrill Cody
has been elected to the company's board of directors effective
May 7, 2003.  Also re-elected to the board were Thomas F.
Madison and David M. McClanahan.

The company's board of directors also declared a regular
quarterly cash dividend of $0.10 per share of common stock
payable on June 10, 2003, to holders of record as of the close
of business on May 19, 2003.  This equates to an annual dividend
of $.40 per share of common stock.

Cody, 64, has not previously served as a director of CenterPoint
Energy and is presently of counsel to the law firm of McKinney &
Stringer, P.C. in Oklahoma City, Okla.  He also serves as a
director of Texas Eastern ProductsPipeline Company, LLC, the
general partner of TEPPCO Partners, L.P.  Codypreviously served
as executive vice president of Texas Eastern Corporation and
as chief executive officer of Texas Eastern Gas Pipeline Company
from 1987 to 1990.

Cody joins the current CenterPoint Energy board members, John T.
Cater, O. Holcombe Crosswell, Michael E. Shannon, Madison,
McClanahan and board Chairman Milton Carroll.  Robert J.
Cruikshank and T. Milton Honea retired Wednesday as directors.

CenterPoint Energy, Inc., headquartered in Houston, Texas, is a
domestic energy delivery company that includes electric
transmission and distribution, natural gas distribution and
sales, interstate pipeline and gathering operations, and more
than 14,000 megawatts of power generation in Texas.  The company
serves nearly five million customers primarily in Arkansas,
Louisiana, Minnesota, Mississippi, Missouri, Oklahoma, and
Texas.  Assets total more than $19 billion.  CenterPoint Energy
became the new holding company for the regulated operations of
the former Reliant Energy, Incorporated in August 2002.  With
more than 11,000 employees, CenterPoint Energy and its
predecessor companies have been in business for more than 130
years.  For more information, visit the Web site at
http://www.CenterPointEnergy.com

                        *   *   *

As reported in Troubled Company Reporter's March 5, 2003
edition, Fitch Ratings affirmed the outstanding credit ratings
of CenterPoint Energy, Inc., and its subsidiaries CenterPoint
Energy Houston Electric LLC and CenterPoint Energy Resources
Corp.  The Rating Outlook for all three companies remains
Negative.

        The following ratings were affirmed by Fitch:

                  CenterPoint Energy, Inc.

      -- Senior unsecured debt 'BBB-';
      -- Unsecured pollution control bonds 'BBB-';
      -- Trust originated preferred securities 'BB+';
      -- Zero premium exchange notes 'BB+'.

            CenterPoint Energy Houston Electric, LLC

      -- First mortgage bonds 'BBB+';
      -- $1.3 billion secured term loan 'BBB'.

             CenterPoint Energy Resources Corp.

      -- Senior unsecured notes and debentures 'BBB';
      -- Convertible preferred securities 'BBB-'.


COEUR D'ALENE MINES: Preparing Prospectus for 7MM-Share Offering
----------------------------------------------------------------
Couer d'Alene Mines Corporation has prepared a prospectus, dated
May 1, 2003, relating to 7,125,000 shares of common stock of the
Company which are being offered for sale, from time to time, by
one of its current stockholders who acquired the shares in a
private transaction with the Company in 1999. The selling
stockholder will receive all of the proceeds from any sales, the
Company will not receive any of the proceeds.

The selling stockholder may sell the shares of common stock at
various times and in various types of transactions, including
sales in the open market, sales in negotiated transactions and
sales by a combination of these methods. Shares may be sold at
the market price of the common stock at the time of a sale, at
prices relating to the market price over a period of time, or at
prices negotiated with the buyers of shares.

The selling stockholder will pay all brokerage fees and
commissions and similar sales-related expenses and all fees and
expenses of its counsel. The Company paid all other costs, fees
and expenses relating to the registration of the shares with the
Securities and Exchange Commission and the sale of those shares.

Coeur d'Alene's common stock is listed on the New York Stock
Exchange under the symbol "CDE". On May 1, 2003, the last
reported sale price for the common stock on the New York Stock
Exchange was $1.45 per share.

                           *    *    *

                    Going Concern Uncertainty

In the Company's 2002 Annual Report filed on SEC Form 10-K, the
Company's independent auditors, KPMG LLP, issue the following
statement, dated February 28, 2003:

"We have audited the 2002 financial statements of Coeur d'Alene
Mines Corporation (an Idaho Corporation) and subsidiaries (the
Company) as listed in the accompanying index. These financial
statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial
statements based on our audit. The 2001 and 2000 financial
statements of Coeur d'Alene Mines Corporation, as listed in the
accompanying index, were audited by other auditors who have
ceased operations and whose report, dated February 15, 2002,
expressed an unqualified opinion on those financial statements
and included an explanatory paragraph that stated that the
Company had suffered recurring losses from operations, had a
significant portion of its convertible debentures that needed to
be repaid or refinanced in June 2002 and had declining amounts
of cash and cash equivalents and unrestricted short-term
investments, all of which raised substantial doubt about its
ability to continue as a going concern."


COMVERSE TECH: Closes $350-Million Puttable Securities Offering
---------------------------------------------------------------
Comverse Technology, Inc. (NASDAQ: CMVT) announced the closing
of its offering of $350 million principal amount of zero yield
puttable securities (ZYPS) due 2023. The ZYPS are convertible,
contingent upon the occurrence of certain events, into shares of
Comverse Technology common stock at a conversion price of $17.97
per share. The ability of the holders to convert the ZYPS into
common stock is subject to certain conditions including, among
others, the closing price of the common stock exceeding 120% of
the conversion price over certain periods and other specified
events.

The Company has the right to redeem the ZYPS for cash at any
time on or after May 15, 2008, at their principal amount. The
holders have a series of put options, pursuant to which they may
require the Company to repurchase all or a portion of the ZYPS
on each of May 15 of 2008, 2013, and 2018 and upon the
occurrence of certain events.

The Company intends to use the net proceeds of the offering for
working capital and other corporate purposes, including possible
investments in, or acquisitions of, other companies, businesses,
technologies or product lines and the potential repurchase of
outstanding convertible debt.

The Company also announced that it privately negotiated the
repurchase of an additional $161.9 million principal amount of
its 1.5% Convertible Senior Debentures due 2005, leaving
approximately $184.4 million principal amount of these
debentures outstanding. Within the past year, the Company
repurchased a total of approximately $415.6 million principal
amount of these debentures.

The ZYPS, and the common stock issuable upon conversion of the
ZYPS, have not been registered under the Securities Act of 1933,
as amended, or applicable state securities laws, and may not be
offered or sold in the U.S., absent registration or an
applicable exemption from registration requirements.  

As reported in Troubled Company Reporter's May 6, 2003 edition,
Standard & Poor's Ratings Services assigned its 'BB-' rating to
Comverse Technology Inc.'s private placement of $350 million of
zero-yield puttable securities due 2023 and affirmed its 'BB-'
corporate credit and senior unsecured ratings on the company.


CORNERSTONE PROPANE: Mulls Sale as Company Explores Alternatives
----------------------------------------------------------------
CornerStone Propane Partners, L.P. (OTC: CNPP), one of the
nation's largest retail propane marketers, has broadened the
mandate of its financial advisor, Greenhill & Co., LLC, to
assist CornerStone in evaluating a wide range of options
regarding its future, including a possible sale of the company.

"After a strong performance with improved operations, we have
begun a process of looking at all alternatives to maximize
value, including a possible sale of the company," said
CornerStone's Chief Executive Officer Curt Solsvig. "We expect
this process may last several months."

He added, "Improved results during the winter and the sale of
the final portion of our wholesale operations in November
significantly strengthened CornerStone's liquidity. Improvements
achieved over the past several months have better positioned
CornerStone for the future although the company still faces
significant long-term liquidity issues."

Since last summer, CornerStone has implemented several strategic
initiatives that have reduced costs, capital expenditures and
working capital needs under the guidance of a management team
from the turnaround firm of Everett & Solsvig, Inc.

CornerStone, a master limited partnership, is one of the
nation's largest retail propane marketers. It has approximately
1,700 employees, serves approximately 422,000 customers in more
than 30 states in the East, South, Central and West Coast
regions. For more information, visit
http://www.cornerstonepropane.com


CORRECTIONS CORP: Closes Shares and 7-1/2% Sr. Notes Offerings
--------------------------------------------------------------
Corrections Corporation of America (NYSE: CXW) announced the
closing of a public offering of 7,600,000 shares of its common
stock, plus an additional 1,140,000 shares pursuant to the
exercise in full of the underwriters' over-allotment option, at
a price of $19.50 per share. Of the 8,740,000 total shares sold,
6,400,000 shares were sold by the Company and 2,340,000 shares
were sold by a selling stockholder. The Company did not receive
any proceeds from the sale of shares by the selling stockholder.
In addition, Corrections Corporation of America announced the
closing of the issuance of $250 million aggregate principal
amount of its 7-1/2% Senior Notes due 2011.

As a result of the closing of the common stock offering and
notes offering, the Company has announced that the financing
condition to its tender offer to purchase for cash up to
4,204,947 shares of its Series B Cumulative Convertible
Preferred Stock (CUSIP Nos. 22025Y 30 8 and 74264N 30 3) at a
fixed price of $26.00 per share has been satisfied. The tender
offer will expire at 12:00 midnight, New York City time, on
Tuesday, May 13, 2003, unless extended.

Copies of the prospectus supplement and accompanying prospectus
relating to the common stock offering and notes offering may be
obtained by contacting Lehman Brothers Inc., c/o ADP Financial
Services, Integrated Distribution Services, 1155 Long Island,
Edgewood, New York 11717, or by calling 631-254-7106.

The dealer manager for the tender offer is Lehman Brothers Inc.
The information agent is D. F. King & Co., Inc.

As reported in Troubled Company Reporter's April 7, 2003
edition, Standard & Poor's Ratings Services assigned its
preliminary 'B'/'B-' senior unsecured/subordinated debt ratings
to prison and correctional services company Corrections Corp. of
America's $700 million universal shelf registration.

In addition, Standard & Poor's assigned its 'B' senior unsecured
debt rating to Nashville, Tennessee-based CCA's proposed $200
million senior unsecured notes due 2011, which will be issued
under the company's $700 million shelf registration.

At the same time, Standard & Poor's raised CCA's senior secured
debt rating to 'BB-' from 'B+' and senior unsecured debt rating
to 'B' from 'B-'. CCA's 'B+' corporate credit rating has been
affirmed and its outlook remains positive.


DAISYTEK INCORPORATED: Voluntary Chapter 11 Case Summary
--------------------------------------------------------
Lead Debtor: Daisytek, Incorporated
             1025 Central Expwy., S.
             Suite 200
             Allen, Texas 75013

Bankruptcy Case No.: 03-34762

Debtor affiliates filing separate chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        Arlington Industries, Inc.                 03-34765
        B. A. Pargh Company                        03-34766
        Digital Storage, Inc.                      03-34767
        Daisytek Latin America, Inc.               03-34768
        Tapebargains.com, Inc.                     03-34769
        Tape Company                               03-34770

Type of Business: The Debtor and its affiliates are leading
                  global distributors of computer and office
                  supplies and professional products.

Chapter 11 Petition Date: May 7, 2003

Court: Northern District of Texas (Dallas)

Judge: Harlin DeWayne Hale

Debtors' Counsel: Daniel C. Stewart, Esq.
                  Paul E. Heath, Esq.
                  Richard H. London, Esq.
                  Vinson & Elkins LLP
                  3700 Trammell
                  Crow Center
                  2001 Ross Avenue
                  Suite 3700
                  Dallas, TX 75201
                  Tel: 214-220-7700

Total Assets: $622,888,416

Total Debts: $450,489,417


DENNY'S CORP: Net Capital Deficit Slides-Up to $288 Million
-----------------------------------------------------------
Denny's Corporation (OTCBB: DNYY) reported results for its first
quarter ended March 26, 2003.

Highlights included:

-- Systemwide sales for the Denny's concept were $526.0 million
   for the quarter, a 2.8% decrease from last year's first
   quarter, reflecting 55 fewer restaurants systemwide.

-- Systemwide same-store sales for the quarter declined 1.1%
   with company units down 0.4% and franchised units down 1.6%.

-- Denny's ended the quarter with 1,669 restaurants systemwide
   (563 company and 1,106 franchised and licensed units).

-- Total operating revenue declined 5.8% to $220.8 million for
   the quarter.

-- Operating income of $10.4 million and EBITDA of $24.7 million
   declined $1.8 million and $8.2 million, respectively, for the
   quarter.

-- Operating income fell from 5.2% of revenue to 4.7%, while
   EBITDA decreased from 14.0% of revenue to 11.2%.

-- Net loss for the quarter was $9.1 million, or $0.22 per
   common share, compared with last year's net loss of $4.7
   million, or $0.12 per common share.

-- At quarter end, Denny's had $60.2 million drawn under its
   credit facility and $48.4 million in letters of credit,
   leaving net availability of $16.4 million.

Denny's March 26, 2003 balance sheet shows a working capital
deficit of about $103 million, and a total shareholders' equity
deficit of about $288 million.

Commenting on Denny's results for the first quarter of 2003,
Nelson J. Marchioli, president and chief executive officer,
said, "The first quarter was particularly challenging for the
restaurant industry as economic concerns, the war with Iraq and
harsh weather conditions resulted in lower guest traffic at
Denny's and many other restaurant chains. While we were
disappointed in our sales performance, we believe that our new
national media campaign may have helped mitigate the impact of
the difficult industry environment.

"In addition, the quarter was impacted by lower operating
margins, in particular, higher payroll and benefits expenses
attributable to a combination of increased restaurant labor
costs as well as rising health insurance costs. We continue to
invest significantly in restaurant staffing to improve our
hospitality and customer service and to ensure we have
sufficient staff to handle our peak traffic periods. This
investment is being validated as our consumer research for
service and overall dining experience has shown continued
improvement.

"We partially compensated for soft guest counts during the first
quarter with a higher average check as our lunch promotions led
customers to trade from lower-priced breakfast items. We have
successfully maintained positive guest count increases year-
over-year for our lunch daypart; however, dinner and late-night
continue to be a challenge. We believe in a four-daypart
advertising message, and we have an opportunity to bolster our
dinner and late-night business during the balance of the year
with targeted promotions and new product introductions. In fact,
last week we introduced an exciting new lineup of menu items
inspired by traditional spring and summer BBQ, which we expect
to drive both lunch and dinner business. These new items will
include St. Louis style ribs, grilled chicken, a BBQ beef
sandwich and a great new apple crisp dessert.

"Although we cannot control external events like war and
weather, we are optimistic that our exciting new menu
introductions, coupled with a national media message, will have
a positive impact on customer traffic in the all-important
summer months," Marchioli concluded.

                    First Quarter Results

Denny's reported total operating revenue of $220.8 million for
the first quarter, down $13.6 million from the prior year
quarter, largely due to 55 fewer restaurants systemwide. EBITDA
decreased to $24.7 million this quarter from $32.9 million in
last year's first quarter, reflecting the lower revenue and
reduced operating margins.

Operating income for the quarter decreased $1.8 million to $10.4
million compared with $12.2 million last year. Operating income
this quarter benefited from a $6.4 million reduction in
depreciation and amortization expense. In January 1998, certain
assets were revalued and assigned a five-year life as a result
of the predecessor company's reorganization. Those assets became
fully amortized in January 2003, resulting in lower depreciation
and amortization expense in the first quarter this year.

During the first quarter, company restaurant operating margin
decreased by 3.9 percentage points to 10.5% of company sales
compared with 14.4% of sales last year. Payroll and benefits
costs accounted for 2.8 percentage points of the margin decline,
resulting from higher restaurant labor costs as well as
increased health insurance costs. In addition, company
restaurant margins were affected by modest increases in
utilities, occupancy and repairs and maintenance costs,
partially offset by lower marketing expense. EBITDA benefited
from a $1.0 million reduction in general and administrative
expenses compared with last year's first quarter.

Franchise operating income was essentially flat compared with
last year, as a $0.8 million reduction in franchise and
licensing revenue was offset by a similar reduction in franchise
costs.

We calculate EBITDA as operating income before depreciation and
amortization. We believe that, in addition to other financial
measures, EBITDA is an appropriate indicator to assist in the
evaluation of our operating and liquidity performance, and it
provides additional information with respect to our ability to
meet future debt service, capital expenditures and working
capital requirements. However, EBITDA should be considered as a
supplement to, not a substitute for, operating income, cash
flows, or other measures of financial performance prepared in
accordance with accounting principles generally accepted in the
United States of America.

                 Revolving Credit Facility

On March 26, 2003, our $125 million credit facility had
outstanding revolver advances of $60.2 million compared with
$46.7 million outstanding on December 25, 2002. Our outstanding
letters of credit were $48.4 million, leaving a net availability
of $16.4 million at quarter end. Contributing to the increase in
revolver advances was the $21.3 million semiannual interest
payment made in January on our 11.25% senior notes. As of May 7,
2003, after making the $7.7 million semiannual interest payment
on our new 12.75% senior notes on March 31 (subsequent to
quarter end), revolver advances have decreased slightly to $59.8
million while letters of credit remain at $48.4 million, leaving
a net availability of $16.8 million.

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.  


DOANE PET CARE: Commences Exchange Offer for 10-3/4% Sr. Notes
--------------------------------------------------------------
Doane Pet Care Company announced that the Securities and
Exchange Commission declared effective the registration
statement for the Company's offer to exchange up to $213,000,000
of its outstanding 10-3/4% senior notes due 2010 for a like
principal amount of 10-3/4% senior notes due 2010 with
materially identical terms that have been registered under the
Securities Act of 1933, as amended.

The Company expects to commence the exchange offer immediately.  
The exchange offer will expire at 5:00 p.m. Eastern Time on
June 10, 2003, unless the exchange offer is extended by the
Company.

Questions and requests for assistance and requests for copies of
the prospectus relating to the exchange offer may be directed to
Wilmington Trust Company, the exchange agent for the exchange
offer, as follows: 1100 North Market Street, Rodney Square
North, Wilmington, Delaware 19890-1615, Attention: Corporate
Trust Operations.  Eligible institutions may makerequests by
facsimile at (302) 636-4145.  Beneficial owners of notes held in
street name may also contact their broker, dealer, commercial
bank, trust company, or other nominee in whose name the notes
are registered for assistance concerning this exchange offer.

Doane Pet Care Company, based in Brentwood, Tennessee, is the
largest manufacturer of private label pet food and the second
largest manufacturer of dry pet food overall in the United
States.  The Company sells to over 600 customers around the
world and serves many of the top pet food retailers in the
United States, Europe and Japan.  The Company offers its
customers a full range of pet food products for both dogs and
cats, including dry, semi-moist, wet, treats and dog biscuits.

As reported in Troubled Company Reporter's April 2, 2003
edition, Standard & Poor's Ratings Services affirmed its 'B+'
corporate credit and senior secured debt ratings on pet food
manufacturer Doane Pet Care Co. The 'B-' subordinated debt
rating on the company was also affirmed. These ratings have been
removed from CreditWatch, where they were placed on April 3,
2002.

At the same time, Standard & Poor's affirmed Doane's 'B-' senior
unsecured debt rating, which was not on CreditWatch.

The outlook is negative.

The affirmation reflects Doane's improved liquidity position
after the company's partial debt refinancing, which reduced
near-term annual bank debt amortization requirements and
provided relief under tight bank covenants. The affirmation also
reflects expectations that Doane's improved financial
performance will be sustainable.


DT INDUSTRIES: Narrows March Quarter Net Loss to $4.6 Million
-------------------------------------------------------------
DT Industries, Inc. (Nasdaq: DTII), an engineering-driven
designer, manufacturer and integrator of automation systems and
related equipment used to manufacture, assemble, test or package
industrial and consumer products, reported a net loss of $4.6
million for the three months ended March 30, 2003 compared to a
net loss of $12.9 million in the corresponding prior year
period.

The financial results for the third quarter of fiscal year 2002
included an after-tax restructuring charge of $6.3 million,
related to the closure of four manufacturing facilities. Net
sales for the quarter ended March 30, 2003 were $55.6 million
compared to $60.0 million for the third quarter of fiscal year
2002. Gross margins were 17.0% in the third quarter of fiscal
year 2003 compared to 17.1% in the third quarter of fiscal year
2002. During the third quarter of fiscal year 2003, the Company
incurred $0.8 million of additional costs associated with the
process and equipment development for the initial line of
EarthShell's biodegradable foam laminate packaging equipment,
which reduced gross margins by 1.4 percentage points. The
Company expects to deliver the first machine during the fourth
quarter of fiscal year 2003 or early in the first quarter of
fiscal year 2004. The operating loss was $4.4 million for the
third quarter of fiscal year 2003 compared to $12.3 million in
the third quarter of fiscal year 2002.

New order inflow for the third quarter of fiscal 2003 was $57.2
million, down from $65.3 million in the prior year quarter.
Backlog at the end of the third quarter of fiscal year 2003 was
$116.3 million compared to $147.2 million a year earlier and
$142.8 million at the end of fiscal 2002.

For the nine months ended March 30, 2003, DTII reported a net
loss of $10.8 million compared to a net loss of $13.2 million,
for the same period a year earlier. The financial results for
the nine months ended March 30, 2003 included an after- tax
restructuring charge of $1.2 million, or $0.05 per diluted
share, related to the closure of the Erie manufacturing
facility. Net sales for the nine months ended March 30, 2003
were $187.3 million compared to $249.1 million for the same
prior year period, a decrease of 25%. Gross margins were 17.3%
for the nine months ended March 30, 2003 compared to 19.6% in
the corresponding prior year period. The operating loss was $9.9
million for the nine months ended March 30, 2003 compared to an
operating loss of $3.5 million for the same prior year period.

                     Segment Highlights

The Material Processing Segment experienced an increase in sales
of $2.2 million, or 14%, to $17.5 million for the third quarter
of fiscal 2003 while the operating income on those sales was
$524,000 compared to $736,000 in the same period last year.
Backlog at the end of the third quarter of fiscal 2003 was $55.0
million compared to $50.6 million at the end of the third
quarter last year and $54.7 million at the end of fiscal year
2002.

The Assembly and Test Segment, which primarily serves the auto,
truck and heavy equipment industries, saw its sales for the
third quarter of fiscal 2003 increase 9% to $23.9 million from
$21.9 million in the same period a year earlier. The segment
posted an operating profit in the third quarter of fiscal 2003
of $227,000 compared to an operating loss of $5.7 million in the
year earlier period. Backlog at the end of the third quarter of
fiscal 2003 was $44.2 million compared to $50.2 million at the
end of the third quarter last year and $48.2 million at the end
of fiscal year 2002.

The Precision Assembly Segment sales were $4.6 million for the
third quarter of fiscal 2003 compared to $13.9 million in the
same period last year reflecting reduced spending by a large
electronics customer and the cancellation of an order. The
segment incurred an operating loss of $3.8 million compared to
an operating loss of $2.2 million in last year's quarter.
Backlog at the end of the third quarter of fiscal 2003 stood at
$7.9 million compared to $28.2 million at the end of the third
quarter last year and $24.8 million at the end of fiscal year
2002.

The Packaging Segment sales for the third quarter of fiscal 2003
were $9.5 million compared to last year's third quarter level of
$8.8 million. The segment earned an operating profit of $1.0
million compared to an operating loss of $4.1 million recorded
in the year earlier period. Backlog in this segment stands at
$9.2 million at the end of the third quarter of fiscal 2003
compared to $18.3 million in the same quarter last year and
$15.0 million at the end of fiscal year 2002. The increase in
operating profit is a result of the cost savings generated by a
combination and consolidation of five locations into two
locations.

               Sale of Manufacturing Facilities

During the third quarter of fiscal year 2003, the company
completed the sale of its Leominster, Massachusetts and Erie,
Pennsylvania manufacturing facilities. Net proceeds of $2.1
million were used to reduce senior debt.

                   Senior Credit Facility

As previously announced, the Company finalized an amendment to
its senior credit facility that provides a permanent waiver of
financial covenant defaults in the second and third quarters of
fiscal year 2003. The amendment also established new financial
covenant levels for the remainder of the term of the facility
and reduced the senior credit facility to $61.0 million.

                 Outlook for Remainder of 2003

Steve Perkins, CEO, said, "In March and April of 2003, we
experienced a pick-up in order pace. While we are encouraged
that we expect our fourth quarter orders to exceed the $55.0 to
$60.0 million in orders we have experienced the past three
quarters, it is still too soon to tell if this upward trend in
orders will continue."

Perkins continued, "We have taken actions to reduce the
company's indirect costs by $1.0 million per month. We believe
we will see the full effect of these reductions in the fourth
quarter of fiscal year 2003. If net sales are at the expected
level in the fourth quarter of fiscal 2003, we expect to break
even on a pre-tax basis for the quarter."

DTI's subsidiary, Detroit Tool and Engineering, will be
showcasing its recently introduced PortaSep Centrifugal
Immissible Fluid Separator at the upcoming 2003 NDIA - U.S.
Coast Guard Innovative Expo on May 14-16, 2003. DTE continues to
have productive discussions with both the U.S. Navy and Coast
Guard regarding the potential use of this product. As
environmental concerns continue to increase, the Company
believes there is a definitive need for our product, which
provides greater throughput at a lower cost in markets such as
the military, industrial, petrochemical and environmental clean-
up.


ENCOMPASS SERVICES: Committee Wants Chapter 11 Trustee Appointed
----------------------------------------------------------------
In accordance with Section 1104(a) of the Bankruptcy Code and
Rules 2007.1 and 2009 of the Federal Rules Of Bankruptcy
Procedure, the Official Committee of Unsecured Creditors asks
the Court to appoint a Chapter 11 Trustee for Encompass Services
Corporation and its debtor-affiliates' cases.

That Chapter 11 trustee will have the authority to:

(i) sell the Debtors' remaining assets, including the assets of
     the Residential Services Group, to Wellspring Capital
     Management LLC or its designee;

(ii) propose a plan of liquidation; and

(iii) otherwise manage the Debtors' affairs.

The Creditors' Committee is authorized by the Court to
investigate and pursue avoidance actions and other claims and
causes of action against the Debtors' Bank Group on the Estates'
behalf.  Jennifer M. Gore, Esq., at Andrews & Kurth LLP, in
Houston, Texas, relates that the Creditors' Committee has been
investigating the potential Bank Group Claims for some time.  
The Committee intends to bring various claims and causes of
action -- including avoidance actions, surcharge claims, and
requests for determinations that certain assets claimed by the
Bank Group as their collateral were unencumbered -- by June 30,
2003.

Ms. Gore tells the Court that the Debtors have indicated to the
Committee that they will reorganize around their "core" business
units and leave the resolution of the Bank Group Claims to the
Committee and the Bank Group.  But now, the Debtors are merely
liquidating all of their assets.  The Debtors are also
attempting to undermine the Committee's authority to pursue the
Bank Group Claims by requiring that the Committee be dissolved
on the effective date of the Plan and by otherwise releasing the
Bank Group.

Ms. Gore clarifies that the Committee does not oppose the
Debtors' sale of their assets.  However, the Committee does not
want the Debtors to condition the sale on the Plan confirmation
that impermissibly:

    -- releases all of the Debtors' claims against their
       directors, officers, and employees for no consideration;

    -- releases third-party claimants' and creditors' claims
       against the same officers and directors, and the Bank
       Group, in violation of Section 524(e) of the Bankruptcy
       Code;

    -- transfers the responsibility for recovery of the Debtors'
       remaining litigation claims and other assets, including
       unsecured assets, to a disbursing agent to be selected by
       the secured Bank Group; and

    -- undermines the Committee's ability to pursue the Bank
       Group Claims.

The Second Amended Plan further provides for the assumption of
the Debtors' indemnification agreements with their present and
former officers, directors, and employees despite the fact that
most of the individuals are not or will not be employed by the
Debtors after the consummation of the asset sales or Plan.

Rather than proceed under the Plan, which is prima facie non-
confirmable, the Committee has suggested that the Debtors
maximize the value of their estates by selling the remaining
assets in accordance with Section 363 of the Bankruptcy Code.
Ms. Gore explains that the Section 363 sales will generate the
same proceeds contemplated under the Plan, but without requiring
releases or otherwise preventing the Committee from pursuing the
Bank Group Claims.  But the Debtors have refused.  The Debtors
alleged that they could not sell the remaining assets,
particularly the Residential Debtors, because the sales would
constitute an impermissible sub rosa plan.

But the Committee believes that the Debtors' position has no
merit, untenable and unnecessarily jeopardizes the $40,000,000
pending sale for the Residential Debtors' assets as much as the
Plan will be opposed by the Committee and may not be confirmed.

Thus, Ms. Gore asserts that the immediate appointment of a
Chapter 11 Trustee is justified.  Ms. Gore points out that the
relationship between the Debtors and the creditors is
acrimonious.  The Committee has lost all confidence in the
Debtors' management.

"It is no secret that the Committee is opposing the Plan," Ms.
Gore says.  "Specifically, the Plan provides for no recovery on
claims by subordinated noteholders and equity interest holders
and for an undetermined amount of recovery on claims by
unsecured creditors, but requires all parties to allow releases
of the Debtors' current and former officers, directors, and
managers and the Bank Group."

Ms. Gore contends that the appointment of a Chapter 11 trustee
may be the only effective way to protect creditor interests and
maximize the estates' value by ensuring that the pending sale of
the Residential Debtors' assets is not lost, the releases are
not granted, and the Committee remains able to pursue the Bank
Group Claims.

The Residential Debtors include AA Jarl, Inc.; A-ABC Appliance
Inc.; A-ABC Services Inc.; Airtron of Central Florida Inc.;
Airtron Inc.; Encompass Residential Services of Houston Inc.;
Evans Services, Inc.; Hallmark Air Conditioning, Inc.; K&N
Plumbing, Heating and Air Conditioning Inc.; Masters Inc.; Paul
E. Smith Co. Inc.; Van's Comfortemp Air Conditioning, Inc.;
Wade's Heating & Cooling Inc.; Wiegold & Sons Inc.; and Willis
Refrigeration, Air Conditioning & Heating Inc.

The Residential Services Group installs and maintains HVAC and
plumbing in residences and small commercial buildings.  The
Residential Services Group markets its services to local,
regional, and national homebuilders.

                          Objections

(1) Bank of America

R. Michael Farquhar, Esq., at Winstead Sechrest & Minick PC, in
Dallas, Texas, argues that the Creditors' Committee did not
demonstrate by clear and convincing evidence that a Chapter 11
Trustee should be appointed.  The Creditors' Committee also
could not demonstrate a legitimate reason why it cannot wait, as
the Court has suggested, until the Confirmation Hearing to raise
objections relating to the Debtors' Plan.

Mr. Farquhar tells the Court that the Committee's motivation in
seeking to appoint a Chapter 11 Trustee is transparent -- the
Committee attempts to assert leverage over the Debtors and the
Bank Lenders Group on the eve of confirmation.  But Mr. Farquhar
contends that there is no practical reason or legal grounds to
appoint a Chapter 11 Trustee.  The Debtors' current management
has not engaged in fraud, dishonesty, incompetence, gross
mismanagement, or other serious misconduct of the kind
specifically enumerated in Bankruptcy Code Section 1104(a)(1).
The Committee fails to show how a Chapter 11 Trustee's
appointment would be in the creditors' best interest.  Mr.
Farquhar notes that the Committee has not performed a realistic
cost-benefit analysis of the appointment.  An analysis would
clearly show that appointing a trustee two weeks before the
Confirmation Hearing would only result in substantial costs to
the Debtors' estates without any corresponding benefit.

Other than being untimely, Mr. Farquhar asserts that the
Committee's proposal would only result in an impermissible
duplication of services resulting to greater costs to the
Debtors' estates.  A Chapter 11 Trustee's appointment is an
extraordinary remedy -- a remedy that is not readily available
to parties who are simply dissatisfied with the realities of
bankruptcy.

(2) Debtors

Alfredo Perez, Esq., at Weil, Gotshal & Manges LLP, in Houston,
Texas, observes that the Committee's bases for its request
consist entirely of Plan confirmation objections.  Therefore,
the appropriate course of action is for the Committee to file a
Plan objection, not to seek the appointment of a Chapter 11
Trustee.

Mr. Perez explains that the Committee's allegations do not
constitute "cause" within the meaning of Section 1104 of the
Bankruptcy Code.  As evidenced by the request itself, there has
been no fraud, dishonesty, incompetence, or gross mismanagement
of the Debtors' affairs.  Rather, the Debtors have worked
tirelessly to conclude their Chapter 11 cases in an
extraordinarily rapid time period to maximize the value of their
service-related businesses. (Encompass Bankruptcy News, Issue
No. 12; Bankruptcy Creditors' Service, Inc., 609/392-0900)


ENRON CORP: Judge Gonzalez Approves Four Settlement Agreements
--------------------------------------------------------------
Pursuant to Rule 9019(a) of the Federal Rules of Bankruptcy
Procedure, Enron Corporation and its debtor-affiliates ask the
Court to approve four settlement agreements they entered into
separately with Petrocom Energy Group Ltd., Helsingen Energia,
Kinder Morgan Tejas Pipeline LP and the WeBco Entities.

Edward A. Smith, Esq., at Cadwalader, Wickersham & Taft, in New
York, relates that ENA and Petrocom were parties to a
prepetition Enfolio Master Firm Purchase/Sale Agreement dated as
of February 1, 2000.  Although the Contract was terminated on
the Petition Date, there remain certain amounts outstanding.

On the other hand, Enron Capital Trade Resources International
Corp. and Helsingen were parties to a prepetition Financial
Power Swap Agreement.

ENA is also a party to prepetition agreements under which, inter
alia, KMTP, as successor-in-interest of Tejas Gas Marketing LLC,
purchased from ENA physical gas.  In November and December 2001,
ENA delivered certain quantities of physical gas to KMTP.
However, to date, the Invoices for those deliveries remain
unpaid.

Moreover, ENA is also a party to several prepetition agreements
regarding the purchase and sale of steel with WeBco
International LLC, Weirton Steel Corporation and Balli Steel PLC
-- the WeBco Entities.  These Contracts have expired:

  (i) ISDA Master Agreement (Multicurrency-Cross Border), dated
      as of February 6, 2001, including all schedules, exhibits
      and annexes between ENA and WeBco;

(ii) ENA Steel Produces and Services Purchase and Sale
      Transaction, dated as of September 5, 2001, including
      ENA's General Terms and Conditions for Steel Products and
      Service Transactions dated August 15, 2001, between ENA
      and WeBco; and

(iii) Slab Purchase Agreement dated as of February 16, 2001
      between ENA and Balli.

However, these contracts remain active:

  (i) Hot Rolled Steel Sales Agreement dated February 16, 2001,
      between ENA and Weirton;

(ii) Pledge and Security Agreement dated February 16, 2001,
      between ENA and WeBco;

(iii) Master Cross-Product Netting, Setoff and Security
      Agreement dated February 16, 2001, among ENA, WeBco and
      Weirton; and

(iv) Put Agreement, dated as of February 16, 2001, between
      Balli and ENA.

After discussions between the Parties, they have agreed to enter
into separate Settlement Agreements wherein:

    (a) Petrocom will pay $626,108 to ENA;

    (b) Helsingen will pay 214,987 Euros to ECTRIC;

    (c) KMTP will pay $1,750,000 to ENA in full satisfaction of
        the Invoices;

    (d) WeBco Entities will pay $2,300,000 to ENA;

    (e) the Live Contracts will be terminated; and

    (f) the Parties will exchange a mutual release of claims
        related to the Contracts.

Mr. Smith contends that the Settlement Agreements are warranted
because:

    (a) they will result in a substantial payment to the estate;
        and

    (b) they will avoid future disputes and litigations
        concerning the Contract as the parties will release one
        another from  claims relating to the Contract.

                      *     *     *

After due consideration, Judge Gonzalez approves the Settlement
Agreements in their entirety. (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.


EXIDE TECHNOLOGIES: Plan Filing Exclusivity Extended to August 7
----------------------------------------------------------------
Exide Technologies and its debtor-affiliates obtained the
Court's permission to extend their Exclusive Periods. The Court
gave the Debtors the exclusive right to propose and file a plan
of reorganization until August 7, 2003, and the exclusive right
to solicit acceptances of that plan from creditors until
October 7, 2003. (Exide Bankruptcy News, Issue No. 22;
Bankruptcy Creditors' Service, Inc., 609/392-0900)

  
FLEMING COMPANIES: Hires Baker Botts LLP as Special Counsel
-----------------------------------------------------------
Fleming Companies, Inc. and its debtor-affiliates ask the
Bankruptcy Court for permission to employ Baker Botts L.L.P. as
special counsel for corporate and securities matters.  Baker
Botts is the oldest law firm in Texas and has represented the
Debtors since the 1980s in connection with a wide variety of
general corporate, tax, securities, antitrust, litigation and
other matters.

Laura Davis Jones, Esq., at Pachulski, Stang, Ziehl, Young,
Jones & Weintraub PC, in Wilmington, Delaware, informs the Court
that Baker Botts currently represents the Debtors on an ongoing
investigation by the United States Securities and Exchange
Commission.  For much of the past year, Baker Botts also has
represented the Debtors as corporate counsel in connection with
their efforts to sell retail stores mid in connection with
various general corporate, business, and securities matters.
Because of the importance of this work to the Debtors'
reorganization efforts and because of the importance of having
access to experienced corporate counsel, the Debtors now desire
to employ the law firm of Baker Botts as Special Corporate and
Securities Counsel.

Ms. Jones points out that the Debtors' financial affairs are
complex and their business operations are of a nature that
frequently requires highly specialized corporate and securities
legal advice.  Baker Botts possesses this expertise and, as a
result of its previous representation, has developed
considerable familiarity with the Debtors' businesses and
finances and insights into the unique corporate issues that will
be involved in the Debtors' reorganization process and beyond.

Baker Botts has indicated that it is willing to serve as Special
Corporate and Securities Counsel for the Debtors and to
represent their interests in connection with these matters,
including, providing general corporate, business, and securities
representation and advising the Debtors with regard to the SEC
investigation.  Baker Botts will not represent the Debtors
generally in connection with their Chapter 11 cases.  Instead,
Baker Botts will represent the Debtors only in matters related
to their specialized corporate, business, and securities needs.

The Debtors have requested that Baker Botts render these
services in connection with their corporate and securities
needs:

    A. to advise the Debtors and their directors, officers and
       employees in connection with general corporate, business
       and securities matters;

    B. to assist the Debtors in matters pertaining to Fleming
       Companies, Inc.'s compliance with reporting and other
       obligations under federal and state securities laws;

    C. to represent the Debtors in matters pertaining to the
       listing of the companies securities on various securities
       exchanges;

    D. to assist the Debtors in exploring strategies for the
       disposition of their non-com retail operations, assets
       and subsidiaries;

    E. to provide advise on matters pertaining to the SEC's
       pending investigation of Fleming Companies, Inc.'s
       accounting and disclosure practices; and

    F. to assist the Debtors on matters pertaining to their
       interface with various third party insurers, including
       their director and officer liability insurer.

Ms. Jones relates that compensation will be payable to Baker
Botts on an hourly basis, plus reimbursement of actual,
necessary expenses incurred by Baker Botts.  Baker Botts will
employ attorneys and legal assistants with varying degrees of
legal experience in the corporate and securities areas, as each
matter may require.  The current standard hourly rates charged
by Baker Botts currently range from:

       Partners and Counsel             $315-650
       Associates                       $160-310
       Legal Assistants                 $110

Baker Botts Partner Neel Lemon assures the Court that the Firm
does not represent any party that holds or represents any
interest adverse to the Debtors or their respective estates in
the matters for which Baker Botts is proposed to be retained.
However, he admits that Baker Botts currently represents or in
the past has represented these officers and directors in
unrelated matters: Herbert Baum, Kenneth Duberstein, Archie
Dykes, Carol Hallet, Robert Hamada, Edward Joullian III, Alice
Peterson, Guy Osborn, Carlos Hernandez, Neal Rider, Mark
Shapiro.

While Baker Botts has in the past and continues to represent
certain officers and directors of Fleming Companies, Inc. in
connection with pending shareholder litigation as well as in
connection with the SEC investigation, the Debtors do not
believe that this representation represents a conflict at the
present time or prevents Baker Botts from serving as special
counsel in connection with the matters for which it is to be
retained. Baker Botts has advised the Debtors that it will
withdraw from representation of these individuals in the event
that a conflict arises. (Fleming Bankruptcy News, Issue No. 3;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


GBC BANCORP: Fitch Puts BB+ L-T Debt Rating on Watch Evolving
-------------------------------------------------------------
Fitch Ratings has placed the 'BB+' long-term debt rating for GBC
Bancorp and its subsidiary General Bank on Watch Evolving
following this morning's announced sale to Los Angeles based
Cathay Bancorp. Fitch does not rate Cathay Bancorp. Apart from
any merger implications, Fitch downgraded the individual rating
for GBC and General Bank to 'C' from 'B/C'.

Cathay's financial performance has been considerably stronger
than that of GBC. In addition, the combination will allow Cathay
to achieve material cost saves because of the overlap in the two
franchises. That said, the structure of the transaction places
additional pressure on Cathay's capital and holding company
liquidity over the near term, as Cathay is paying approximately
$450 million for GBC, in cash and stock. Cathay has indicated
that it intends to raise additional Tier I capital in the form
of trust preferred securities to augment its capital position.
As with all transactions of this relative size, significant
integration risks exist as Cathay's infrastructure will be
challenged by a nearly 100% increase in assets. Further, the
uncertainty surrounding asset quality and the potential need for
additional provisioning to bring GBC in line with Cathay's
reserving policies could have an unexpected negative impact on
the combined company's performance.

On a stand alone basis, GBC has been striving to address key
deficiencies in asset quality. The 'C' individual rating is more
indicative of the company's performance strength as it struggles
to put past problems behind it.

                      Ratings Downgraded:

GBC Bancorp General Bank
        
        -- Individual Rating downgraded to 'C' from 'B/C'.

        Ratings Affirmed & Placed on Rating Watch Evolving:

GBC Bancorp

        -- Short-term debt, 'B';

        -- Long-term debt, 'BB+';

        -- Subordinated debt, 'BB'.

General Bank

        -- Short-term deposits, 'B';

        -- Short-term debt, 'B';

        -- Long-term deposits, 'BBB-';

        -- Long-term debt, 'BB+'.


GE CAPITAL MORTGAGE: Fitch Rates Several Home Equity Issues
-----------------------------------------------------------
Fitch Ratings has taken rating action on the following GE
Capital Mortgage Services, Inc. home equity issues:

GE home equity 1997-HE 3:

        -- Class A5-A6 affirmed at 'AAA';

        -- Class M, rated 'AA', placed on Rating Watch Negative;

        -- Class B-1 downgraded to 'BBB-' from 'A-';

        -- Class B-2 downgraded to 'CC' from 'B'.

GE home equity 1997-HE 4:

        -- Class A6-A7 affirmed at 'AAA';

        -- Class M affirmed at 'AA';

        -- Class B-1, rated 'BBB', placed on Rating
           Watch Negative

        -- Class B-2 downgraded to 'CCC' from 'B'.

GE home equity 1999-HE1:

        -- Class A5-A7 affirmed at 'AAA';

        -- Class M affirmed at 'AA';

        -- Class B-1 affirmed at 'A';

        -- Class B-2 downgraded to 'BB' from 'BBB-';

        -- Class B-3 downgraded to 'CC' from 'B-'.

GE home equity 1999-HE3:

        -- Class A4-A6 affirmed at 'AAA';

        -- Class M affirmed at 'AA';

        -- Class B-1 affirmed at 'A';

        -- Class B-2 affirmed at 'BBB';

        -- Class B-3 downgraded to 'B' from 'BB';

        -- Class B-4 downgraded to 'D' from 'CCC'.

The negative rating actions are taken due to the level of losses
incurred and the high delinquencies in relation to the
applicable credit support levels as of the April 2003
distribution date.


GENERAL DATACOMM: UK Unit Completes Asset Sale for $2 Mill. Net
---------------------------------------------------------------
On April 24, 2003, General DataComm Industries, Inc.'s wholly
owned subsidiary, General DataComm Limited (England), completed
the sale of its property (land and building) and expects to
realize net proceeds of  approximately $1.9 million after
commissions and applicable taxes. Such proceeds will be used to
reduce the outstanding debt owed to the Company's secured
lenders.

As previously reported, General DataComm Industries, Inc., and
its debtor-affiliates filed a Disclosure Statement to explain
their Joint Plan of Reorganization with the U.S. Bankruptcy
Court for the District of Delaware.  

The Debtors maintained that the reorganization of the Debtors'
business under the Plan rather that a liquidation under chapter
7 of the Bankruptcy Code is preferable because it will ensure a
greater return to unsecured creditors and equity holders that
they would receive if the Debtors were liquidated. Additionally,
preservation of the Debtors' businesses as going concern will
preserve many ongoing beneficial business relationships between
the Debtors and their creditors and enhance the value of the
Debtors' assets.

General DataComm Industries, Inc., a worldwide provider of wide
area networking and telecommunications products and services,
filed for Chapter 11 protection on November 2, 2001 (Bankr. Del.
Case No. 01-11101).  James L. Patton, Esq., Joel A. Walte, Esq.
and Michael R. Nestor, Esq., represent the Debtors in their
restructuring efforts. In their July 2002 monthly report on form
8-K filed with SEC, the Debtors account $19,996,000 in assets
and $77,445,000 in liabilities.


GENUITY INC: Intends to Fund Wind-Down of Foreign Subsidiaries
--------------------------------------------------------------
Don S. DeAmicis, Esq., at Ropes & Gray, in Boston,
Massachusetts, relates that Genuity Inc., and its debtor-
affiliates have been engaged in the orderly liquidation of their
remaining assets and the wind-down of their businesses and the
businesses of their subsidiaries and branches.  In addition to
the Debtors, the Wind-Down encompasses the assets and businesses
of the 14 foreign non-debtor subsidiaries of Debtor Genuity
Solutions Inc. and the eight international branches of Debtors
Genuity International Inc. and Genuity International Networks
LLC.

The Debtors have analyzed the funding required from their
estates to accomplish the solvent Wind-Down of each Genuity
International Entity, and have prepared estimates of required
funding for each Genuity International Entity.  The Debtors'
projections indicate that the Genuity International Entities
will require funding from their Estates in an aggregate amount
not to exceed $2,000,000.

By this motion, the Debtors seek the Court's authority to
execute those actions necessary to bring about a timely,
efficient and equitable Wind-Down of the Genuity International
Entities, including:

  A. The ability to use assets of the Debtors' Estates to fund
     the solvent wind-down of the Genuity International Entities
     in accordance with the wind-down Budget, on an as-needed
     basis, without a notice or a hearing, up to $2,000,000 in
     aggregate net funding amount, provided that both of these
     conditions are satisfied:

     -- The funding of any Genuity International Entity will
        not materially exceed the estimate specified in the
        wind-down budget.  A funding materially exceeds an
        estimate when the aggregate amount of funds advanced to
        the Genuity International Entity exceeds the relevant
        Wind-Down Estimate by the greater of $50,000 or 10% of
        the Wind-Down estimate.

     -- The aggregate amount of funds advanced by the Debtors to
        the Genuity International Entities will not exceed
        $2,000,000 as a result of the funding.

  B. The ability to settle intercompany obligations between the
     Genuity International Entities and the Debtors to the
     extent necessary to effectuate timely, efficient and
     equitable Wind-Down of these entities, including the power
     to:

     -- execute, deliver, implement and perform fully under
         any and all instruments and documents; and

     -- take any and all other actions necessary to implement
         and effectuate the Wind-Down, including:

        a. the deregistration, dissolution and liquidation of
           the Genuity International Entities, and

        b. the execution of mutual releases between the Debtors
           and the Genuity International Entities, to the extent
           the Debtors deem these actions to be in the best
           interests of their estates.

In the event the conditions have not been satisfied and the
Debtors propose to make an international funding exceeding the
specified limitations, the Debtors will provide to the
Creditors' Committee a written notice of their intent to make a
Supplemental International Funding.  This notice will contain
information reasonably necessary to the making of an informed
decision regarding funding by the Creditors' Committee.

After receipt of an SIF Notice, the Creditors' Committee will
have 10 business days to object to the Supplemental
International Funding.  If the Debtors reasonably require
expedited approval of the Supplemental International Funding,
the Debtors may request that the Creditors' Committee consent to
render a decision on the Supplemental International Funding in a
period shorter than ten days, which consent will not be
unreasonably withheld.  The Debtors will notify the Creditors'
Committee of any Shortened Notice Period as soon as reasonably
practicable after the occurrence of the events, which give rise
to the necessity of the Shortened Notice Period.  If, at the end
of the relevant Notice Period, the Creditors' Committee has
failed to notify in writing the Debtors and their counsel of
their objection to the proposed Supplemental International
Funding, the Supplemental International Funding will be deemed
authorized and no further notice or authorization will be
required.

If the Creditors' Committee timely objects to a proposed
Supplemental International Funding, the Debtors:

  (i) will consult with the Creditors' Committee and, to the
      extent consented to by the Creditors' Committee, may fund
      all or a portion of such proposed Supplemental
      International Funding, and

(ii) may file a motion with the Court seeking approval of the
      proposed Supplemental International Funding.

The Debtors will be authorized to schedule a hearing to consider
the request on shortened notice as early as five business days
following the filing of the motion, unless an emergency requires
an earlier hearing.  The only party entitled to object to the
Supplemental International Funding will be the Creditors'
Committee.  The Debtors will provide written status updates of
the Wind-Down to the Creditors' Committee at the parties'
regularly scheduled meetings.

Prior to the Petition Date, Mr. DeAmicis reports that the
Debtors conducted extensive international operations through the
Genuity International Entities throughout the Americas, Europe,
Asia, and Australia.  Since only a small portion of the Genuity
International Entities' assets were transferred to Level 3 in
connection with the Sale, certain assets of the Branches and all
of the equity interests in the Subsidiaries remain in the
Debtors' bankruptcy estates.

As a consequence of the Sale and the Wind-Down, Mr. DeAmicis
admits that the Debtors are no longer in a position to support
the Genuity International Entities as ongoing businesses.  The
Debtors, together with their professionals, have devoted
considerable time to analyzing the legal issues and procedures
necessary to consummate an orderly wind-down of these businesses
in accordance with the laws of the countries in which the
Genuity International Entities operate.  In particular, the
Debtors have considered the prospects of selling any remaining
assets and businesses and have weighed the relative costs and
benefits of both solvent and insolvent liquidations.

The Debtors have concluded that there is no likelihood of
selling the businesses of any of the Genuity International
Entities as a going concern.  These businesses were integrally
related to the Debtors' businesses, which have been sold to
Level 3.

Mr. DeAmicis believes that a solvent liquidation of each of the
Subsidiaries and an orderly wind-down of each of the Branches
will generally afford the greatest benefit to the Debtors, their
creditors and all other parties-in-interest.  Although a solvent
liquidation and orderly wind-down of the Genuity International
Entities will require the Debtors to advance funds to certain
Genuity International Entities and may require the settlement of
intercompany obligations, the costs of forcing the Subsidiaries
into insolvent liquidations could be far greater.  For example,
the failure of the Genuity International Entities to pay certain
foreign obligations would force many of the Genuity
International Entities into insolvency, which might give rise to
litigation in the Debtors' bankruptcy cases and in foreign
proceedings, at a potentially significant cost of money and
delay in distributions to creditors of the Debtors.  
Furthermore, in view of the fact that significant mutual
obligations exist between certain Debtors and the Genuity
International Entities, including accounts payable and accounts
receivable, the liquidators in foreign insolvency proceedings of
any of the Genuity International Entities might also assert
claims against the Debtors.  Finally, the Debtors believe that
the directors and officers of the Genuity International
Entities, many of whom are current and former directors,
officers, and employees of the Debtors, could be exposed to
personal, and possibly criminal, liability in the event of an
insolvent liquidation of certain of the Genuity International
Entities, which in turn would give rise to indemnification
claims against the Debtors' bankruptcy estates.

The Debtors submit that conducting the Wind-Down of the Genuity
International Entities will prove the most cost-effective means
of liquidating the international businesses and will therefore
inure to the benefit of all their creditors. (Genuity Bankruptcy
News, Issue No. 12; Bankruptcy Creditors' Service, Inc.,
609/392-0900)


GLIMCHER REALTY: Names Janette Bobot Director of Internal Audit
---------------------------------------------------------------
Glimcher Realty Trust (NYSE: GRT), has named Janette P. Bobot as
Director of Internal Audit.  She will be responsible for
evaluating financial and operational internal controls and
corporate governance in keeping with recent federal regulations
regarding publicly owned companies.

Bobot, 41, a 10-year veteran of internal audit management, most
recently served as Director - Internal Audit for Greif Bros.
Corporation of Delaware, Ohio, where she was responsible for
establishing processes and procedures that addressed the
company's financial and operational risks.  Prior to joining
Greif Bros. in 1997, she served as senior auditor at Borden,
Inc.  Bobot began her career as an external auditor with
PricewaterhouseCoopers, LLP.

Bobot is a member of the Institute of Internal Auditors and is
also a Certified Public Accountant.  She received her bachelor
of Business Administration from the University of Cincinnati.

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. Visit Glimcher at: http://www.glimcher.com


GLOBAL CROSSING: IDT Seeks Thorough Review of Sale to SingTel
-------------------------------------------------------------
IDT Corporation (NYSE: IDT, IDT.C), a multinational carrier,
telephone and technology company, asked the Federal
Communications Commission to thoroughly review the proposed
restructuring of the agreement to sell Global Crossing to
Singapore Technologies Telemedia following the withdrawal of
Hutchinson Telecommunications from the deal.

In its letter to the Commission, IDT points out that, "Rather
than seeking approval for one private entity (Hutchinson) and
one government-backed entity (Singapore) to each acquire a
30.75% stake in Global Crossing, the parties now plan to seek
approval for a single entity, Singapore -- an affiliate of a
foreign government -- to acquire a controlling 61.5% interest in
Global Crossing's critical infrastructure assets."

Because of the danger that granting control of Global Crossing
to a company owned by a foreign government would put American
telecommunications companies at a distinct competitive
disadvantage, IDT's CEO Jim Courter called upon the FCC and the
Congress to give heightened scrutiny to the restructured
transaction, in light of the serious public policy and national
security issues it raises.

"We are simply asking the Federal Communications Commission, as
guardians and trustees of America's telecommunications
infrastructure, to insure that these assets are used to further
competition and to put the interests of our nation before those
of a foreign governmental entity," Courter said.

IDT Corporation, through its IDT Telecom subsidiary, is a
facilities-based, multinational carrier that provides a broad
range of telecommunications services to its retail and wholesale
customers worldwide. IDT Telecom, by means of its own national
telecommunications backbone and fiber optic network
infrastructure, provides its customers with integrated and
competitively priced international and domestic long distance
telephony and prepaid calling cards. IDT and Liberty Media own
95% and 5% of IDT Telecom, respectively. IDT Media is the IDT
subsidiary principally responsible for the Company's initiatives
in media, new video technologies and print media.

IDT Corporation common shares trade on the New York Stock
Exchange under the ticker symbols IDT and IDT.C.


GLOBAL CROSSING: Reports Positive EBITDA for March 2003
-------------------------------------------------------
Global Crossing filed a Monthly Operating Report with the U.S.
Bankruptcy Court for the Southern District of New York, as
required by its Chapter 11 reorganization process.  Unaudited
results reported in the March 2003 MOR include the following:

For continuing operations in March 2003, Global Crossing
reported consolidated revenue of approximately $231 million.  
Consolidated access and maintenance costs were reported as $164
million, while other operating expenses were $63 million.

"March results showed improvement in several areas compared to
February. Our revenues increased by $9 million, while access and
maintenance costs were reduced by $4 million.  In addition, we
posted a positive EBITDA of$4 million, an improvement of $13
million over February," said John Legere, Global Crossing's
chief executive officer.  "These results are clear evidence
that the company's restructuring is having a positive impact as
we move closer towards our goal of profitability."

Global Crossing reported a consolidated cash balance of
approximately $662 million as of March 31, 2003.  The cash
balance is comprised of approximately $257 million in
unrestricted cash, $332 million in restricted cash and $73
million of cash held by Global Marine.

Global Crossing posted a consolidated net loss of $89 million
for March 2003.  Consolidated EBITDA was positive in March,
reported at $4 million.

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.

Global Crossing Ltd.'s 9.125% bonds due 2006 (GBLX06USR1) are
trading at about 3 cents-on-the-dollar, says DebtTraders. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=GBLX06USR1
for real-time bond pricing.


HARVEST NATURAL: First-Quarter 2003 Net Loss Tops $15.5 Million
---------------------------------------------------------------
Harvest Natural Resources, Inc. (NYSE: HNR) reported a net loss
of $15.5 million, or $0.44 per diluted share, including the
effects of $16.6 million non-cash equity losses which
reduced the carrying value of its Russian affiliate that
resulted from lower Russian domestic oil prices.  These results
compare with the $1.5 million, or $0.04 per diluted share, for
the same period last year.  Net income from consolidated
companies was $1.1 million for the 2003 first quarter compared
with $1.4 million for the quarter ended March 31, 2002.  Net
cash provided by operating activities increased to $11.2 million
compared with $8.5 million for the quarter ended March 31, 2002.

Oil production and sales for the 2003 first quarter was 1.2
million barrels, approximately half of the 2.5 million barrels
produced and sold during the same period last year.  Production
was completely shut in during all of January and part of
February 2003 due to national civil work stoppage in Venezuela.  
The Company restarted oil production on February 8, 2003.

Harvest President and Chief Executive Officer, Dr. Peter J.
Hill, said, "We are pleased net income from consolidated
companies was positive and net cash provided by operating
activities increased considering the substantial reduction of
production in Venezuela.  Results reflect higher oil prices
received in this quarter compared with last year and lower costs
of operations.  The efficiency of our shut-down and the
subsequent start-up of our production mitigated the impact of
the civil work stoppage in Venezuela to the extent possible.  
Current oil production, in the 23,000 to 25,000 barrels of oil
per day (Bopd) range, is in line with our previous guidance."

Dr. Hill added that, "While oil prices realized by Geoilbent
were generally higher quarter over quarter, prices in the
domestic Russian market have deteriorated since year end which
required Geoilbent to write down the carrying value of their
reserves in compliance with full cost accounting rules."

The Company received an average of $15.34 per barrel for 2003
first quarter sales, an increase of $4.61 per barrel, compared
with the $10.73 per barrel average for the same period last
year.  Harvest's Venezuelan company has a West Texas
Intermediate oil put with a strike price of $30 per barrel for
10,000 Bopd from March 1, 2003 through December 31, 2003.  The
put has the economic effect of hedging approximately 80 percent
of projected production through year end.

Hill said, "The Venezuelan natural gas sales pipeline and
infrastructure projects are on schedule with first gas
production expected in the fourth quarter this year.  Initial
production is expected to be in the 40 million cubic feet per
day range, gradually increasing to 70 million cubic feet per
day in 12 to 18 months.  We intend to drill three oil wells in
the East Bombal Field this year to produce a portion of the oil
before developing the field's natural gas potential in late 2004
and 2005.  The first East Bombal oil development well was spud,
as planned, on April 28, 2003."

Hill continued, "2003 is a transition year to long-term growth.  
The gas project should enable us to increase oil production in
our Uracoa Field during 2004 by eliminating the current natural
gas handling volume restrictions at the processing plant and
enabling us to drill future oil wells into an area just below
the gas cap.  Production this year is projected to average
22,000 to 25,000 barrels of oil equivalent per day (Boepd).  
Average production for 2004 is projected to increase to 31,000
to 36,000 Boepd.  This is a significant production increase that
we expect to achieve over the next 18 months or so as our gas
project is completed and our production mix changes."

The Company owns 34 percent of LLC Geoilbent, a Russian limited
liability company which produces and sells oil from the Western
Siberian Basin. Geoilbent's production for the quarter ended
December 2002 was 1.5 million barrels of which 1.0 million
barrels were sold into the domestic market at an average price
of $10.09 per barrel and 0.5 million barrels were sold into the
export market at an average price of $22.79 per barrel.  This
compares with production for the same period of the previous
year of 1.9 million barrels of which 1.2 million barrels were
sold into the domestic market at an average price of $8.92 per
barrel and 0.7 million barrels were sold into the export market
at an average price of $21.43 per barrel.  Geoilbent suspended
drilling in mid-2002 to conduct various studies to improve
drilling and completion procedures and reservoir management.  
The Company includes Geoilbent results in its financial
statements as an equity investment with a one quarter lag.

Due to low domestic oil prices in Russia, Geoilbent was required
to take a $50 million non-cash full cost ceiling test charge.  
As a result of Harvest's 34 percent ownership interest in
Geoilbent, it has recorded a non-cash $16.6 million equity loss
including its $17 million proportionate interest in the ceiling
test charge.  Currently, domestic oil prices are approximately
$4.00 to $5.00 per barrel, well below recent historic averages
during the spring and early summer months.  Geoilbent is
required to sell about two-thirds of its production into the
domestic market.

Harvest Natural Resources, Inc. headquartered in Houston, Texas,
is an independent oil and gas exploration and development
company with principal operations in Venezuela and Russia.  For
more information visit the Company's Web site at
http://www.harvestnr.com

As reported in Troubled Company Reporter's April 28, 2003
edition, Standard & Poor's Ratings Services affirmed its 'CCC+'
corporate credit rating on Harvest Natural Resources Inc. and
revised its outlook on the company to stable from negative.

Houston, Texas-based Harvest has about $100 million in
outstanding debt.

"The outlook revision follows a similar change to our outlook
for the ratings on the Bolivarian Republic of Venezuela
(CCC+/Stable/--) and Harvest's resumption of production and
sales to Petroleos de Venezuela S.A. (PDVSA; CCC+/Stable/--),
Venezuela's national oil company. As a result, we believe there
is less uncertainty surrounding future production sales--hence,
cash flow--from Harvest's Venezuela operations," said Standard &
Poor's credit analyst Daniel Volpi.


HAYES LEMMERZ: Plan Confirmation Hearing to Continue on Monday
--------------------------------------------------------------
Hayes Lemmerz International, Inc. (OTC: HLMMQ) announced that
the United States Bankruptcy Court for the District of Delaware
has continued the hearing on confirmation of the Company's
modified Plan of Reorganization under Chapter 11 of the
Bankruptcy Code until Monday, May 12, 2003.

Due to limited time available on the Court's schedule today, the
Court was unable to complete all of the procedural requirements
necessary to confirm the Plan.

The Company filed with the Court certain information supporting
its modified Plan, including a summary of the voting results.  
On a consolidated basis, all creditor classes voted in favor of
the modified Plan.

Continuation of the hearing should not affect the Company's
plans to emerge from Chapter 11 during the first half of 2003.

Hayes Lemmerz, its U.S. subsidiaries and one subsidiary
organized in Mexico filed voluntary petitions for reorganization
under Chapter 11 of the Bankruptcy Code in the U.S. Bankruptcy
Court for the District of Delaware on December 5, 2001.

Hayes Lemmerz International, Inc. is one of the world's leading
global suppliers of automotive and commercial highway wheels,
brakes, powertrain, suspension, structural and other lightweight
components.  The Company has 44 plants, 3 joint venture
facilities and 11,400 employees worldwide.


HIGHWOOD PROPERTIES: Fitch Affirms BB+ Preferred Shares Rating
--------------------------------------------------------------
Fitch Ratings affirms the senior unsecured rating of 'BBB-' on
Highwoods Properties' $806.5 million of outstanding senior
unsecured notes due 2003 through 2018, and 'BB+' rating on $377
million of preferred stock. The Rating Outlook is revised to
Negative from Stable.

The ratings reflect HIW's defensive portfolio features,
including a good quality asset base of primarily suburban office
properties, a well diversified tenant base (post WorldCom and US
Air) with its largest tenants being the US Government (2.9% of
annual revenues) and AT&T (2.7%) as of first quarter 2003
(1Q'03), and a shut down of its development activity which
currently represents less than 1% of undepreciated book. In
addition, rating support is garnered from its solid unencumbered
asset base of 329 properties that cover unsecured debt at a 2.3
times coverage ratio as of 1Q'03. Although, it was not done from
a position of strength, Fitch views HIW's recent dividend
reduction as prudent in enhancing its short-term liquidity
position and preserving its un-encumbered asset base.

Rating concerns include HIW's geographic exposure to
southeastern US markets, which are characterized as low barrier
to entry markets, including its largest geographic exposure,
North Carolina, representing 33% of its total revenue. HIW also
has a sizeable exposure to suburban office properties
representing 81% of total revenue, and is viewed as having a
higher volatility profile than other real estate segments. In
addition, the economic environment has contributed to weakened
market fundamentals that have eroded HIW's top-line growth and
continue to pressure operating results leading to its recent
common share dividend reduction.

The revision to a Negative Rating Outlook reflects constrained
economic conditions that have contributed to waning tenant
demand, as reflected in HIW's negative same store net operating
income growth of -11% as of 1Q'03, which includes the loss in
occupancy from WorldCom's bankruptcy. Occupancies are 83.2% as
of 1Q'03, down from 88% over the comparable period last year.
Fitch anticipates that a competitive leasing environment,
combined with an aggressive lease maturity schedule of 27% of
total revenues maturing over the next 24 months, may place
further pressure on Highwoods' property fundamentals. In
addition, near-term unsecured debt maturities, if refinanced
with secured debt, may erode Highwoods' financial flexibility.

Fitch continues to monitor the progress on its near-term lease
maturity schedule, the re-casting of its bank credit facility
and ability to refinance year-end unsecured debt maturities.
Fitch will remain focused on the credit support of the
unencumbered pool and whether it is significantly eroded through
asset sales or encumbering of assets with mortgage debt to
warrant a ratings downgrade.

Highwoods leverage ratio is 42% of undepreciated book, and
incorporating HIW's preferred stock, its debt plus preferred
over undepreciated book is 52%, as of 1Q'03. Both ratios are
considered adequate for its rating level. However, coverage
ratios remain constrained with interest and fixed charge
coverage (adjusted for capitalized interest and capital
expenditures) at 2.0x and 1.7x, respectively, as of 1Q'03,
although these ratios reflect the reduction of revenue from
WorldCom's bankruptcy.

Highwoods Properties (NYSE: HIW) is a $3.2 billion (total market
capitalization at March 31, 2003) equity real estate investment
trust focused on the acquisition, ownership, management,
development and redevelopment of suburban office and industrial
properties. Headquartered in Raleigh, North Carolina, Highwoods'
portfolio exhibits a southeastern US geographic presence
consisting of 572 in-service properties encompassing 45 million
square feet, and a land bank of 1,341 acres. Portfolio by
product-type: Office (81% of annual revenue), Industrial (10%),
and Retail (9%).


INTERBANK FUNDING: Claims Bar Date Set for May 30, 2003
-------------------------------------------------------
The United States Bankruptcy Court for the Southern District of
New York fixes May 30, 2003, as the deadline for creditors of
Interbank Funding Corp., and its debtor-affiliates, to file
their Proofs of Claim against the Debtors or be forever barred
from asserting their claims.

Proof of claim forms must be received by the Clerk of the
Bankruptcy Court before 5:00 p.m. on May 30.  If sent by courier
or hand delivery, proofs of claim must be addressed to:

    US Bankruptcy Court for the Southern District of New York
    Re: Interbank Funding Corp. Claims Processing
    One Bowling Green, Room 534
    New York, NY 10004-1408

if by US Mail, to:

    US Bankruptcy Court for the Southern District of New York
    Re: Interbank Funding Corp. Claims Processing
    Bowling Green Station
    PO Box 5079
    New York, NY 10274-5079

The Claims agent can be contacted at 1-800-627-3875.

Claims need not be filed if they are on account of:

        1. Claims already properly filed with the Clerk of the
           Bankruptcy Court;

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

        3. Claims previously allowed by Order of the Court;

        4. Claims already paid in full by the Debtors;

        5. Claims for which specific deadlines have been
           provided by the Debtors;

        6. Claims for administrative expenses; and

        7. the SEC.

InterBank Funding Corp. is a Holding Company for companies which
invest and manage operating real estate and other businesses
through equity and debt investments including asset
securitizations. The company and its debtor-affiliates filed for
Chapter 11 protection on June 7, 2002, (Bankr. S.D.N.Y. Case No.
02-41590). Neil P. Forrest, Esq., Roger Frankel, Esq., and Debra
Kramer, Esq., at Swidler Berlin Shereff Friedman, LLP, represent
the Debtors in their restructuring efforts. When the Debtors
filed for protection from its creditors, it listed total assets
of $1.6 million and total debts of total debts of $1.4 million.


INTERPUBLIC: Names Christopher Coughlin Chief Operating Officer
---------------------------------------------------------------
The Interpublic Group (NYSE:IPG) has named Christopher J.
Coughlin as its Chief Operating Officer.

Coughlin will join Interpublic, effective June 16, from the
Pharmacia Corporation, where he is currently Executive Vice
President and Chief Financial Officer. Previously, Coughlin held
the same position at Nabisco Holdings, where he also served as
President of Nabisco International.

In his new role, Coughlin, 50, will team with Interpublic
Chairman and CEO David Bell in managing the advertising and
marketing services holding company and will serve on the Board
of Directors. Sean Orr remains Interpublic's CFO and a member of
the Board of Directors and will report directly to Coughlin. In
addition he will work with Bell and Coughlin on balance sheet
matters. Coughlin will work with the heads of the company's
major operating units to improve margins and to ensure financial
reliability and accountability.

"I am extremely pleased and excited to have found a partner with
such a unique combination of operational strength and financial
skills," said Bell. "Chris is an exceptional executive, who has
enjoyed very successful tenures as the CFO of three major
multinationals. At each of those leading firms, he demonstrated
the ability to make significant impact on strategic and
operational issues well beyond his areas of responsibility.
Chris has significant experience managing large organizations
undergoing transition and he also brings direct operational and
international marketing experience to the table. The Board of
Directors and I saw a number of great candidates, but none had
as impressive a combination of superior intellect and breadth of
perspective."

"I am looking forward to working with David and his senior
management in leading the turnaround at Interpublic," added
Coughlin. "I am familiar and comfortable with many of the
challenges the company is facing, from successfully integrating
operations to improving business planning and interacting with
the financial community. Interpublic has vital agency brands --
I want to play a role in seeing them consistently generate
equally strong financial results."

Coughlin began his career at Arthur Young, now Ernst & Young. In
1981, he moved to Sterling Winthrop, where he rose through the
financial ranks, serving as Vice President, Finance, first for
the Pacific Rim region, then for International operations and in
1991 for the company's Consumer Products Group. He was named
Chief Financial Officer and a member of the Board of Directors
in 1993, with functional responsibility for all corporate
finance. During this time, he successfully led the company
through a global re-organization, the re-engineering of its
worldwide information services and the divestiture of its
pharmaceutical business.

In 1996, Coughlin joined Nabisco Holdings as Executive Vice
President and Chief Financial Officer, where he was credited
with significantly enhancing the business planning process.
Eight months after his arrival, he was promoted to President of
Nabisco International. There, he oversaw the growth of the
company's Asian, European and Latin American consumer packaged
goods businesses through both acquisitions and increases in
market share.

The following year, Coughlin was recruited to serve as Executive
Vice President and Chief Financial Officer of Pharmacia, as the
company sought to integrate operations and relocate its
corporate headquarters in the wake of its merger with Upjohn. He
also led the company's outreach to shareholders and the
financial community. Most recently, he has been a key player in
the planning and implementation of the company's 2000 merger
with Monsanto and the subsequent spin-off of Monsanto's
agricultural business, as well as the 2003 merger with Pfizer.

Interpublic is one of the world's leading organizations of
advertising agencies and marketing services companies. Its five
global operating groups are McCann-Erickson WorldGroup, The
Partnership, FCB Group, Interpublic Sports and Entertainment
Group, and Advanced Marketing Services. Major global brands
include Draft Worldwide, Foote, Cone & Belding Worldwide,
Golin/Harris International, Initiative Media, Lowe Worldwide,
McCann-Erickson, Octagon, Universal McCann and Weber Shandwick
Worldwide.

As previously reported in Troubled Company Reporter, Standard &
Poor's Ratings Services assigned its 'BB+' rating to The
Interpublic Group of Cos. Inc.'s $700 million 4.5% convertible
senior note issue due 2023.

At the same time, Standard & Poor's affirmed its 'BB+' long-term
corporate credit rating, and withdrew its 'B' short-term
corporate credit rating. All ratings were removed from
CreditWatch where they were placed on Aug. 6, 2002. The outlook
is negative.


INTRAWEST: Brings-In Moneris Solutions for Payment Processing
-------------------------------------------------------------
Intrawest Corporation, the world's leading operator and
developer of village-centred resorts, has selected Moneris
Solutions Corporation, Canada's largest processor of credit
and debit card payments, to handle payment processing at all of
its Canadian properties.

Moneris will process all VISA, MasterCard and debit payments
throughout Intrawest's Canadian operations in addition to
providing service support and expertise. "Our payment processing
picture is complex," said Dave Creasy, Vice President Finance,
Resort Operations, Intrawest. "We have multiple points of
payment processing -- hotels, restaurants, stores, equipment
rental, lift ticket and green fees payments, among others.
Intrawest needed a processor that could handle the scale and
complexity of our business while providing an efficient,
integrated solution. Moneris Solutions was the answer."

Intrawest's criteria for selecting a processor included: ability
to provide a total, end-to-end card processing solution; system
ease of use for front line staff; support for e-commerce
transactions; capability to service all Intrawest's sites and
lines of business; capacity to handle volume during peak
periods; rapid authorization turnarounds; loyalty program  
expertise; and a cost-effective pricing structure.

"We were particularly impressed with Moneris' Merchant Direct
online transaction reporting system because it provides our back
office with a user-friendly way to access transaction
information quickly," said Mr. Creasy.

"We're very pleased to be able to provide an enterprise-wide
solution to Intrawest," said David Ades, Vice President, Sales,
Moneris Solutions. "It's a great demonstration of the depth of
Moneris' offering and our ability to handle the needs of large,
multi-faceted businesses like Intrawest."

Intrawest Corporation (IDR:NYSE; ITW:TSX) is the world's leading
developer of village-centred resorts. The company owns or
controls 10 mountain resorts, including Whistler Blackcomb,
North America's most popular mountain resort. Intrawest also
owns Sandestin Golf and Beach Resort in Florida and has a
premier vacation ownership business, Club Intrawest. The Company
is developing additional resort villages at six resorts in North
America and Europe. The Company has a 45 per cent interest in
Alpine Helicopters Ltd., owner of Canadian Mountain Holidays,
the largest heli-skiing operation in the world. Intrawest is
headquartered in Vancouver, British Columbia and is located on
the World Wide Web at http://www.intrawest.com

Moneris Solutions Corporation is Canada's largest provider of
payment processing solutions for merchants. Moneris offers
unique card transaction and payment services for virtually every
industry segment that accepts credit and/or debit card payments
from its customers. More than 350,000 merchant locations rely on
Moneris Solutions - 24 hours a day, 7 days a week - to process
and streamline their card payment processing.

In addition, Moneris Solutions works with a range of business
partners to provide Canadian merchants with hardware, software
and systems to improve business efficiency, and manage point-of-
sale information.

Moneris Solutions has a staff of over 1,100 employees at its
head office in Toronto, Ontario, and offices in Chicago,
Illinois, Montr,al, Quebec, Vancouver, British Columbia and
Sackville, New Brunswick. Moneris Solutions was formed in
December 2000 as a result of a 50:50 joint investment between
the RBC Financial Group and BMO Financial Group.

                        *   *   *

As previously reported, Standard & Poor's Ratings Services
revised its outlook on resort developer and operator Intrawest
Corp., to positive from stable on the company's intention to
separate the real estate construction activity of its business
into a new entity called Leisura Development Partnerships. At
the same time, the ratings on Intrawest, including the 'BB-'
long-term corporate credit rating, were affirmed.


KAISER: New Debtors Get Open-Ended Lease Decision Time Extension
----------------------------------------------------------------
The New Kaiser Aluminum Debtors obtained an extension of the
Lease Decision Period. The New Debtors's deadline to assume,
assume and assign, or reject their unexpired leases has been
extended until the confirmation of a reorganization plan.
(Kaiser Bankruptcy News, Issue No. 26; Bankruptcy Creditors'
Service, Inc., 609/392-0900)   

Kaiser Aluminum & Chemicals' 12.75% bonds due 2003 (KLU03USR1)
are trading at abtou 3 cents-on-the-dollar, says DebtTraders.
See http://www.debttraders.com/price.cfm?dt_sec_ticker=KLU03USR1
for real-time bond pricing.


KASPER A.S.L.: Grypon Master Fund Discloses 5.6% Equity Stake
-------------------------------------------------------------
Gryphon Master Fund, L.P. beneficially owns 379,400 shares of
the common stock of Kasper A.S.L., Ltd., representing 5.6% of
the outstanding common stock of the Company. This percentage is
based upon 6,800,000 shares of common stock outstanding as of
April 8, 2003, as reported by Kasper A.S.L. in its Annual Report
on Form 10-K for the year ended December 28, 2002.  Gryphon
Master Fund, L.P., holds sole voting and dispositive powers over
the stock.

As reported in Troubled Company Reporter's Wednesday Edition,
the Special Committee of the Board of Directors of Kasper
A.S.L., Ltd. (OTC Bulletin Board: KASPQ.OB) engaged Peter J.
Solomon Company to assist in the consideration of strategic
alternatives, which might include a sale of the Company.

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

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


KMART CORP: Wants Approval to Sell Store No. 4228 to Wheeling
-------------------------------------------------------------
Kmart Corporation and its debtor-affiliates want to assume and
assign another unexpired non-residential real property lease
subject to the Designation Rights Agreement with KIMART LP.  
They intend assign the lease for Store No. 4228 located in
Wheeling, Illinois to KIMART's designee, the Village of
Wheeling.

The Debtors lease the Wheeling Store Premises pursuant to a
September 27, 1967 agreement with LaSalle National Bank NA, as
trustee to Donald Gellar.

The Debtors will also assign to the Village of Wheeling a
sublease letter agreement dated October 27, 1998 with Wise
Recycling LLC.

The Village of Wheeling is an Illinois municipality.  It plans
to sublet the Store Premises or otherwise use the Property
consistent with the Lease.  The Village of Wheeling has a net
worth in excess of $175,000,000 as of April 30, 2002.  
Therefore, the Debtors believe that there is adequate assurance
that the Village of Wheeling will continue to perform under the
terms of the Lease consistent with Section 365(b)(1)(C) of the
Bankruptcy Code.

KIMART is the successor to the joint venture comprised of Kimco
Realty Corporation, Schottenstein Stores Corporation and Klaff
Realty LP.  KIMART purchased the Debtors' designation rights
with respect to the Wheeling Store, together with 53 other store
leases.

As part of the Lease Assignment, the Debtors will receive
$43,000,000 pursuant to the Designation Rights Agreement in part
for agreeing with KIMART.  The Debtors will also receive
additional future benefits since the aggregate consideration
that KIMART gets for the Lease is subject to profit sharing, as
provided under the Designation Rights Agreement.  Furthermore,
the Debtors will benefit from the actual assignment itself.  The
Debtors will walk away from continuing obligations at a lease
location where they have no operations as well as significant
rejection claims against their estates.

The Debtors estimate that the amount necessary to cure claims
with respect to the Lease is $0. (Kmart Bankruptcy News, Issue
No. 55; Bankruptcy Creditors' Service, Inc., 609/392-0900)


LEXAM EXPLORATIONS: Ability to Continue Operations Uncertain
------------------------------------------------------------
Lexam Explorations Inc. recorded earnings of $202,875 in the
three months ended March 31, 2003, compared to a loss of $20,771
during the corresponding period in 2002. The earnings in the
first quarter of 2003 were the result of a gain on the sale of
marketable securities of $219,718. During the quarter the
investment in Miramar Mining Corp. was sold for total proceeds
of $339,418. During the corresponding period in 2002, the
Company realized a gain on the sale of marketable securities of
$11,427. Administrative expenses in the first quarter of 2003
were $17,783, reduced from $27,447 during the same period in
2002. Exploration expense was $599, down from $4,954 during the
corresponding period in 2002.

           Greenland Outstanding Work Commitments

In 2000, Lexam recorded a charge of $750,000 related to
unfulfilled work commitments in Greenland. Between 1996 and
1999, the Company held exploration licences in Greenland. The
exploration licences required certain expenditures, which Lexam
was unable to meet. As a result, pursuant to the laws governing
mineral exploration in Greenland, the Company forfeited the
licences and was required to pay 50% of the unfulfilled work
commitments, which was estimated to be approximately $750,000.
Discussions were held between the Company and the government in
an attempt to extend the term of, or reach a settlement with
respect to, the unfulfilled work commitment. An agreement was
reached between the parties whereby, in exchange for $75,000,
Lexam would be given a full and final release from the
outstanding work commitments. As a result, in the fourth quarter
of 2002, the Company recorded a $675,000 non-cash decrease in
the provision for outstanding work commitments in Greenland,
reducing the liability from $750,000 to $75,000. The payment to
the government of Greenland was made in April 2003.

                      Financial Condition

Lexam is currently not able to continue its exploration efforts
and discharge its liabilities in the normal course of business,
and may not be able to ultimately realize the carrying value of
its assets, subject to, among other things, being able to raise
sufficient additional financing to fund its exploration
programs. The Company is pursuing several alternatives to
address these issues, including joint venturing certain
properties, seeking additional sources of debt or equity
financing and investigating possible reorganization
alternatives.

Lexam's March 31, 2003 balance sheet shows that its total
current liabilities exceeded its total current assets by about
C$300,000.

                    Going Concern Uncertainty

The consolidated financial statements are prepared in accordance
with generally accepted accounting principles and on the
assumption that Lexam Explorations Inc. will be able to realize
the carrying value of its assets and discharge its liabilities
in the normal course of business.

The Company has a significant working capital deficiency and is
not currently able to continue its exploration programs and
discharge its liabilities in the normal course of business, and
may not be able to ultimately realize the carrying value of its
assets, subject to, among other things, being able to raise
sufficient additional financing to fund its exploration
programs. There can be no assurance that the Company will be
able to raise sufficient additional financing to fulfill its
expenditure commitments or complete its exploration programs.

During 2001, subsequent to receiving shareholder and regulatory
approval, the Company issued 16,164,970 shares at $0.10 per
share as part of a plan to settle outstanding payables and other
liabilities. Various creditors accepted a total of 12,450,911
shares, reducing the Company's liabilities by $1,245,090, with a
corresponding increase in share capital of the same amount.
Goldcorp Inc., received 11,734,264 shares of Lexam in exchange
for settlement of $1,173,426 in payables, which included an
outstanding demand loan due to Goldcorp, along with accrued
interest, totaling $1,070,337. Goldcorp's equity interest in
Lexam, upon receiving shares for debt, increased from 30.8% to
47.0%. At March 31, 2003, Goldcorp had a 49.8% equity interest
in the Company.

Of the 16,164,970 shares issued, 3,782,678 were issued to Lexam
as custodian for further distribution to additional creditors
that had not yet accepted shares in exchange for payables. In
2002, the remaining undistributed shares that were being held by
Lexam as custodian, totaling 3,714,059 shares, were cancelled.

The Company is pursuing several alternatives to improve its
financial position, including joint venturing certain
properties, seeking additional sources of debt or equity
financing and investigating possible reorganization
alternatives.


LEAP WIRELESS: Court Allows Release of Funds from Pledge Account
----------------------------------------------------------------
Leap Wireless International Inc., and its debtor-affiliates
sought and obtained the Court's authority to release certain
funds held in escrow in the Pledge Account to U.S. Bank National
Association, as Trustee, on the Senior Noteholders' behalf.

Robert A. Klyman, Esq., at Latham & Watkins, in Los Angeles,
California, recounts that in February 2000, the Debtors
completed an offering of 225,000 senior units, each senior unit
consisting of one 12.5% senior note due 2010.  Leap's
obligations under the Senior Notes are governed by that certain
Indenture, dated as of February 23, 2000, by and among Leap, as
Issuer, Cricket Communications Holdings, Inc., a wholly owned
subsidiary of Leap, as Guarantor, and U.S. Bank National
Association, as Trustee, as supplemented.  The total gross
proceeds from the sale of the Senior Notes was $225,000,000.  
The outstanding principal balance of the Senior Notes was
$225,000,000 as of February 28, 2003.

According to Mr. Klyman, interest on the Senior Notes is payable
semi-annually on April 15 and October 15 and accrues at 12.5%
per annum.  Pursuant to the terms of the Indenture, certain of
the proceeds from the issuance of the Senior Notes were escrowed
in an account to fund the first seven interest payments due to
the holders of Senior Notes.  At present, the Pledge Account
contains $14,300,000, an amount sufficient to pay one further
interest payment.

In connection with the Indenture, Mr. Klyman relates that Leap
granted in the Trustee's favor, on the Senior Noteholders'
behalf, valid and enforceable first priority lien in the Pledge
Account superior to and prior to the rights of third persons and
subject to no other liens pursuant to that certain Collateral
Pledge and Security Agreement, dated as of February 23, 2000,
made by Leap in the Trustee's favor.  The Trustee may, on the
Senior Noteholders' behalf, take all actions it deems necessary
or appropriate in order to enforce any of the terms of the
Pledge Agreement and collect and receive any and all amounts
payable in respect of Leap's obligations.  No other creditor has
a right to the Funds.

Because the Trustee, on the Senior Noteholders' behalf, was
granted a first priority security interest in the Funds under
the Indenture, Mr. Klyman asserts that the Senior Noteholders
would likely receive the Funds under any scenario.  Therefore,
the Court's order will benefit the Senior Noteholders without
any detriment to Leap's other creditors. (Leap Wireless
Bankruptcy News, Issue No. 3; Bankruptcy Creditors' Service,
Inc., 609/392-0900)  


LOUDEYE CORP: Will Publish First-Quarter Results on Wednesday
-------------------------------------------------------------
Loudeye Corp. (Nasdaq: LOUD), a leader in managing, promoting
and distributing digital media, will release first quarter 2003
financial results after the market closes on Wednesday, May 14,
2003.  Loudeye will host an earnings conference call to discuss
these results at 2:00 p.m. PDT / 5:00 p.m. EDT with Jeff Cavins,
president and chief executive officer, and Jerry Goade, chief
financial officer, followed by a live question and answer
session.  The call will be accessible by dialing 800-305-1078.

Loudeye will Webcast the conference call live over the Internet
at http://www.loudeye.com  A replay of the call will be  
available through May 15, 2003, beginning two hours after the
call by dialing 888-836-6076 and entering access code 132479.  
The Webcast replay will be available for 30 days at
http://www.loudeye.com

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.


MCSI INC: Takes Restructuring Steps as Part of Long-Term Plan
-------------------------------------------------------------
MCSi, Inc. announced a number of steps that it is implementing
as part of its long-term restructuring plan. These steps
include:

-- the refocusing of the Company on its core business of audio-
   visual and broadcast systems integration, with product resale
   and service offerings in support;

-- the consolidation of its operations into three regions, with
   regional headquarters located in Chicago, Atlanta and San
   Francisco and a streamlined organizational structure;

-- the relocation of its corporate headquarters from Dayton,
   Ohio to Atlanta, Georgia, with a substantial reduction in
   corporate staff;

-- the consolidation of other MCSi locations;

-- the exiting of noncore businesses, including its e-commerce,
   managed services and computer product resale businesses;

-- the reduction of other corporate expenses and overhead and
   the implementation of improved financial controls; and

-- the sale or other disposal of its Canadian and European
   operations.

The Company expects that these restructuring steps will be
completed by late August and will result in an approximate 25%
reduction in workforce.

Gordon Strickland, MCSi's President and Chief Executive Officer,
stated: "These are painful but necessary steps that we need to
take to effectively restructure our business and return to
profitability."

Mr. Strickland continued, "By focusing on our core business of
providing sophisticated audio-visual presentation and broadcast
systems, we expect to quickly rebuild the confidence of our
customers and suppliers. We remain optimistic that our
restructuring initiatives will be successful, as we continue to
make progress with our lenders in developing a long-term
restructuring plan."

As previously announced, the lenders under MCSi's secured credit
facility have agreed to extend their forbearance agreement until
May 30, 2003 to permit the Company to further refine its long-
term restructuring plan. If the Company and the lenders are
unable to agree on an acceptable restructuring plan, following
expiration of the forbearance period, the lenders will be
entitled to exercise certain remedies, including an acceleration
of all amounts due under the credit facility.

MCSi is a leading provider of state-of-the-art presentation,
broadcast and supporting network technologies for businesses,
churches, government agencies and educational institutions. From
offices located throughout the United States, MCSi draws on its
strategic partnerships with top manufacturers to deliver a
comprehensive array of audio, display and professional video
innovations. MCSi also offers proprietary systems pre-engineered
to meet the need for turnkey integrated solutions.

As a full service provider of enterprise wide technology
solutions, MCSi complements its product offerings with a
design/build approach that includes consultation, design
engineering, product procurement, systems integration, end-user
training and post sales support. MCSi's value-added service
approach, made seamless by the ongoing exchange between
customers and representatives from its strategic support teams,
ensures that customers receive dedicated attention and long-term
commitment to support their investment. Additional information
regarding MCSi can be obtained by visiting
http://www.mcsinet.com  


MERRILL LYNCH: Fitch Takes Rating Actions on Ser. 1999-C1 Notes
---------------------------------------------------------------
Fitch Ratings downgrades Merrill Lynch Mortgage Investors,
Inc.'s mortgage pass-through certificates, series 1999-C1, $7.4
million class F to 'BB+' from 'BBB-' and removes it from Rating
Watch Negative, $23.7 million class G to 'B' from 'B+' and $20.7
million class H to 'CC' from 'CCC'. In addition, the following
classes are affirmed: $66.1 million class A-1, $337.8 million
class A-2 and interest only class IO at 'AAA', $32.6 million
class B at 'AA', $26.7 million class C at 'A', $8.9 million
class D at 'A-' and $20.7 million class E at 'BBB', and $3
million class J at 'C'. Fitch does not rate the $13.3 million
class K. The rating actions follow Fitch's review of the
transaction, which closed in November 1999. The downgrades are
primarily due to Fitch's revaluation of specially serviced loans
which resulted in additional expected losses since Fitch's prior
annual review. The expected losses total approximately $25
million, which would affect classes H, J and K. In addition,
Fitch is concerned with the increasing amount of specially
serviced loans and the interest shortfalls.

The highest amount of anticipated losses is expected after the
disposition of the two largest loans in special servicing. Both
loans have had appraisal subordinate entitlement reductions due
to appraisal reductions which are causing full interest
shortfalls to classes J and K and a partial shortfall to
class H.

The largest loan in special servicing is collateralized by an
office property in Salt Lake City, UT and comprises 3.2% of the
pool. The property lost a major tenant in 2001 leaving the
property 61% occupied. Another tenant left has the property, but
continues to pay rent; however, the lease expires in July 2003.
The property will have 10% physical and economic occupancies
unless space is leased prior to this date. An appraisal
reduction was performed in 2001. Fitch expects losses of
approximately $7 million, based on the total exposure of the
loan; which includes advances and cumulative ASER amounts, and a
20% reduction on to the current value estimation.

The second largest loan in special servicing is collateralized
by two multifamily properties located in Virginia, currently
comprising 2.6% of the pool. The original loan was
collateralized by four properties; however, two of the four were
sold after the loan became real estate-owned. Proceeds of the
two sold properties were used to pay down the outstanding loan
debt. The special servicer is marketing one of the remaining
properties and will list the other soon. An appraisal reduction
was performed on this loan in July 2001. Fitch assumed a loss of
approximately $11.4 million, based on expected sale prices less
10% and the total exposure of the loan, which includes advances
and ASER amounts.

Fitch has concerns with other loans in special servicing which
comprise an additional 4.8% of the transaction. These include
two multifamily properties, one located in Dallas, Texas and the
other in Harvey, Louisiana; one office in Smithtown, New York
and one industrial property in Queens Maspeth, New York. Losses
attributed to these loans totaled $6.4 million. Fitch also
attributed higher than expected loss probability and severity to
several loans on the master servicer's, ORIX Capital Markets,
LLC, watchlist, totaling 5.8% of the pool.

ORIX is pursuing a Representation and Warranty claim against one
of the loan sellers for the entire transaction balance due to
several matters, including pre-securitization issues such as
loan default, property condition and fraud. While this lawsuit
may lessen or eliminate losses to the trust, Fitch will assume
losses based on property valuations until the lawsuit's outcome
is known.

The expected losses and the resulting subordination levels after
remodeling the entire pool based on current performance
necessitated the downgrades. Fitch will continue to monitor the
performance of the pool, including expected loses, loans of
concern and interest shortfalls.


MERRILL LYNCH: Fitch Upgrades Class B-2 Rating to BB+ from B
------------------------------------------------------------
Fitch Ratings has taken rating actions on the following Merrill
Lynch Mortgage Loans, Inc. mortgage pass-through certificate:
Merrill Lynch Mortgage Loans, Inc., Mortgage Pass-Through
Certificate, Series 2001-A1

        -- Class M-1 Affirmed at 'AAA';

        -- Class M-2 Affirmed at 'AAA';

        -- Class M-3 to 'AAA' from 'AA+';

        -- Class B-1 to 'AA' from at 'BB';

        -- Class B-2 to 'BB+' from 'B'.

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


MILITARY RESALE: Cash Resources Insufficient to Fund Operations
---------------------------------------------------------------
Military Resale Group Inc. is a regional distributor of grocery
and household items specializing in distribution to the military
market. It distributes a wide variety of items, including fresh
and frozen meat and poultry, seafood, frozen foods, canned and
dry goods, beverages, dairy products, paper goods and cleaning
and other supplies. Its operations are currently directed to
servicing the commissary at each of six military installations
located in Colorado, Wyoming and South Dakota, including the Air
Force Academy located in Colorado Springs, Colorado. The Company
is approved by the Department of Defense to contract with
military commissaries and exchanges.

Military commissaries are large supermarket-type stores operated
by the United States Defense Commissary Agency ("DeCA") to
provide grocery items for sale to authorized patrons at the
lowest practicable prices in facilities designed and operated
under standards similar to those in commercial food stores. As
of February 2003, there were 276 commissaries worldwide, of
which 173 were located in the continental United States and 103
were located overseas. Commissaries are authorized by law to
sell goods only to authorized patrons, which include the
approximately 1.4 million active duty U.S. military personnel,
their dependents and certain authorized reservists and retirees.
As of June 2002, these authorized patrons totaled approximately
12.4 million individuals. Annual worldwide commissary sales
totaled approximately $5 billion in the year ended December 31,
2002.

The Company's total revenue for the year ended December 31, 2002
of $6,359,803 reflected an increase of $1,508,370, or
approximately 31.1%, compared to total revenue of $4,851,433 for
the year ended December 31, 2001. Revenues are derived in either
one of two ways: In the majority of instances, the Company
purchases products from manufacturers and suppliers for resale
to the commissaries Military Resale Group services. In such
cases, the Company resells the manufacturer's or supplier's
products to the commissaries at generally the same prices the
Company pays for such products, which prices generally are
negotiated between the manufacturer or supplier and the Defense
Commissary Agency. Revenue is recognized as the gross sales
amount received by Military Resale Group from such sales, which
includes (i) the purchase price paid by the commissary plus (ii)
a negotiated storage and delivery fee paid by the manufacturer
or supplier. In the remaining instances, Military Resale Group
acts as an agent for the manufacturer or supplier of the
products sold, and earns a commission paid by the manufacturer
or supplier, generally in an amount equal to a percentage of the
manufacturer's or supplier's gross sales amount. In such cases,
revenue is recognized as the commission received on the gross
sales amount.

Resale revenue for the year ended December 31, 2002 of
$6,015,406 reflected an increase of $1,455,059, or approximately
32.0%, compared to resale revenue of $4,560,347 for the year
ended December 31, 2001. For the year ended December 31, 2002,
approximately 61.2% of gross profit was derived from sales
involving resale revenue compared to approximately 49.1% for the
year ended December 31, 2001. These increases were attributable
primarily to the addition of the new products the Company began
supplying to commissaries during the fourth quarter of fiscal
2001, including Slimfast, L'eggs, Bush Beans and Rayovac
Batteries, and during fiscal 2002, including a line of feminine
hygiene products and a line of infant feeding products supplied
by Playtex Products, Inc. that the Company sells on a resale
basis. In addition, during the year ended December 31, 2002,
Military Resale Group implemented its long-term strategy to
increase the ratio of its sales of products sold on a resale
basis, rather than a commission basis, due to the payment
discounts often received from the manufacturers and suppliers of
the goods the Company purchases for resale.

Commission revenues for the year ended December 31, 2002 of
$344,397 reflected an increase of $53,311, or approximately
18.3%, compared to commission revenues of $291,086 for the year
ended December 31, 2001. For the year ended December 31, 2002,
approximately 38.8% of the gross profit was derived from sales
involving commission revenues as compared to approximately 50.9%
for the year ended December 31, 2001. These decreases were
attributable primarily to the implementation of the Company's
long-term strategy to increase the ratio of its sales of
products sold on a resale basis, rather than a commission basis.
The Company cannot be certain as to whether or not these trends
will continue; however, in the long term it is seeking to
increase the ratio of its sales of products sold on a resale
basis, rather than a commission basis, because it believes it
can increase profitability on such sales by taking advantage of
payment discounts frequently offered by the manufacturers and
suppliers of such products. To do so, the Company intends to
continue to seek to add new products that can be offered to
commissaries on a resale basis from the Company's existing
manufactures and suppliers and from others with whom Military
Resale Group does not currently have a working relationship.

Management of Military Resale Group Inc. believes the Company's
long-term success will be dependent in large part on the ability
to add additional product offerings to enable it to increase
sales and revenues. However, it's believed that the Company's
ability to add additional product offerings is dependent on the
Company's ability to obtain additional capital to fund new
business development and increased sales and marketing efforts.
The Company is currently in discussions with a number of other
manufacturers and suppliers in an effort to reach an agreement
under which it can distribute their products to the military
market. While there can be no assurance that it will do so,
management believes it will be successful in negotiating
agreements with a number of such suppliers and manufacturers.

To date, all Company sales revenue has been generated from
customers located in the United States.

Primarily as a result of increased operating and interest
expenses, the Company incurred a net loss of $2,319,221 for the
year ended December 31, 2002 as compared to a net loss of
$745,994 for the year ended December 31, 2001.

              Liquidity and Capital Resources

At December 31, 2002, the Company had a cash balance of
approximately $2,100. Its principal source of liquidity has been
borrowings. Since November 2001, it has funded operations
primarily from borrowings of approximately $475,000. In the
fourth quarter of 2001 and the first half of 2002, the Company
issued $240,000 aggregate principal amount of convertible
promissory notes (the "9% convertible notes") that mature, in
nearly all instances, on June 30, 2003 and bear interest at the
rate of 8% per annum prior to June 30, 2002 and 9% per annum
thereafter. In April 2002, $150,000 aggregate principal amount
of 9% convertible notes (and $2,380 accrued interest thereon)
was converted by the holders into an aggregate of 1,793,573
shares of Military Resale Group's common stock. The remaining 9%
convertible notes are convertible at any time and from time to
time by the noteholders into a maximum of 1,350,000 shares of
Company common stock (subject to certain anti-dilution
adjustments) if the 9% convertible notes are not in default, or
a maximum of 2,700,000 shares of Company common stock (subject
to certain anti-dilution adjustments) if an event of default has
occurred in respect of such notes. The terms of the 9%
convertible notes require the Company to register under the
Securities Act of 1933 the shares of common stock issuable upon
conversion of the 9% convertible notes not later than June 30,
2003. In July 2002, the holders of $20,000 aggregate principal
amount of convertible notes maturing on June 30, 2002 denied the
Company's request to extend the maturity until July 30, 2003.
The outstanding principal and interest on such convertible notes
have not yet been paid and, thus, such convertible notes are
currently in default.

The Company's current cash levels, together with the cash flows
it generates from operating activities, are not sufficient to
enable it to execute its business strategy. As a result, it
intends to seek additional capital through the sale of up to
5,000,000 shares of its common stock. In December 2001, the
Company filed with the Securities and Exchange Commission a
registration statement relating to such shares. Such
registration statement has not yet been declared effective, and
there can be no assurance that the Securities and Exchange
Commission will declare such registration statement effective in
the near future, if at all. In the interim, the Company intends
to fund operations based on its cash position and the near term
cash flow generated from operations, as well as additional
borrowings. In the event it is able to generate sales proceeds
of at least $500,000 in its proposed offering, it is believed
that the net proceeds of such sale, together with anticipated
revenues from sales of products, will satisfy the Company's
capital requirements for at least the next 12 months. However,
it would require additional capital to realize its strategic
plan to expand distribution capabilities and product offerings.
These conditions raise substantial doubt about Military Resale
Group's ability to continue as a going concern.


MIRANT: Continues to Pursue Successful Financial Restructuring
--------------------------------------------------------------
In remarks made during its analyst call Wednesday morning,
Mirant (NYSE: MIR) provides an update on key elements of its
financial restructuring and operational outlook.

"Over the past year-and-a-half, we've refocused our business on
markets where we have critical mass of assets, people and
customers," said Marce Fuller, president and chief executive
officer, Mirant. "Now, we are implementing a plan to restructure
Mirant's finances and enable the business to successfully
compete in growing energy markets over the long term."

               Update on Financial Restructuring

Mirant is currently in discussions with its agent banks and
advisors for its bondholders to restructure approximately $5.3
billion of debt at Mirant and its subsidiaries. Mirant's
proposal asks certain groups of its creditors to defer repayment
of principal. To reassure these creditors who will be asked to
extend maturities, the company is offering security in
substantially all of its unencumbered assets, as well as more
favorable terms. In addition, Mirant does not see the need to
borrow any additional funds as part of its refinancing.

Mirant has established a refinancing plan with the following
objectives:

* repay in full all obligations with interest;

* maintain sufficient liquidity and flexibility to execute its
  business plan;

* minimize financial risk until an expected industry recovery;
  and,

* reduce the company's overall leverage over time

"I am optimistic about our refinancing efforts. We are committed
to repaying, in full, all of our obligations with interest, and
to producing value for all of our stakeholders," said Fuller.

Mirant noted that there are substantial risks if it is unable to
successfully refinance its debt obligations. These risks are
described in the company's 2002 Form 10-K.

          Total Cash and Available Credit Update

* As of April 25, total cash and available lines of credit at
  Mirant and its subsidiaries was $1.4 billion, compared with $2
  billion in total cash and available credit at year-end 2002.

* As of April 25, Mirant had $869 million in collateral posted
  to support its North American assets, marketing and risk
  management business.

* The company expects to reduce collateral to approximately $500
  million by the end of the year.

     -- The recent sale of the majority of Mirant's Canadian
        natural gas aggregator, transport and storage business
        is expected to return approximately $200 million in
        collateral to Mirant.

          Operational Outlook for 2003 and Beyond

"We expect the value of Mirant to grow in the future. We have
the right assets in the right markets, a product that is
essential to a growing economy, the right focus and expertise
and, most importantly, the right people," said Fuller.

Projected earnings before interest, tax, depreciation and
amortization (EBITDA)

* Mirant forecasts $800 million in adjusted EBITDA for 2003.

* Mirant's North America operations are expected to contribute
  approximately 40 percent of the company's 2003 adjusted    
  EBITDA.

     -- Of its North American gross margin, 92 percent is
        attributed to its assets and asset-related risk
        management and marketing activities.

* Mirant's stable International operations are expected to
  contribute approximately 60 percent of the company's 2003
  adjusted EBITDA.

     -- The Philippine and Caribbean assets are expected to
        grow, on average, approximately five percent per year
        and provide stable financial returns through the next
        five years due to the contract or franchise nature of
        these businesses.

* The company expects approximately $100 million of improvements
  in adjusted EBITDA from 2003 to 2004 due primarily to cost
  reduction initiatives.

* Beyond 2004 the company forecasts improvements in EBITDA as
  markets begin to recover.

                    Capital Expenditures

* Mirant expects capital expenditures for 2003 to be
  approximately $325 million; including construction,
  maintenance, and environmental controls.

* Mirant expects capital expenditures for 2004 and 2005 to drop
  to $175 and $230 million respectively.

* Mirant's capital expenditures are projected to rise between
  2006 to 2007 to just under $300 million each year due to
  forecasted environmental expenditures planned at some of the
  company's power plants.

Mirant is preparing revised quarterly financial information for
2002 and 2001. The company expects to provide the prior years'
quarterly results, and file results for the first quarter 2003,
as soon as possible.

The 2003 Annual Meeting of Stockholders of Mirant Corp. will be
held on Thursday, May 22 at 9 a.m. at the Atlanta Marriott
Alpharetta, 5750 Windward Parkway, Alpharetta, GA. Ms. Fuller
will discuss earnings results for 2002 and provide a general
business outlook.

The meeting will be webcast from a link at www.mirant.com .
Participants can also choose to dial 1-800-288-8968. Both
methods are listen-only. The meeting will be available for
replay until June 5 at http://www.mirant.com


MRS. FIELDS: Appoints Stephen Russo as New President and CEO
------------------------------------------------------------
Mrs. Fields Famous Brands, Inc. announced the appointment of
Stephen Russo as President and Chief Executive Officer, and his
election to the Board of Directors, to succeed Larry Hodges who
has resigned, effective May 15, 2003.  Mr. Russo joins the
company from Allied Domecq QSR, where he was Retail Brands
Operations Officer, with operations responsibility for over
10,700 units and total system-wide sales of 4.2 billion dollars.

Mr. Russo has more than 35 years of retail experience, including
roles as President of Mister Donuts of America and Senior Vice
President of Development and Operations for Dunkin' Donuts,
Baskin Robbins, and Togo's restaurants.

"Steve brings tremendous experience and a great track record of
success in retail operations," said Mrs. Fields Famous Brands'
Board Chair, Herbert S. Winokur, Jr.  "We are thrilled to have
his leadership to take Mrs. Fields Famous Brands to the next
level of growth and profitability."

"I'm excited at the opportunity to work with this management
team and these franchisees to lead a great collection of
brands," said Mr. Russo. "There is significant room for growth
given the quality of the products and their strong brand
recognition."

Mr. Hodges started with the Mrs. Fields organization in 1994 and
is widely credited with the turnaround of the brand.  During his
tenure, Hodges assembled a world-class group of brands,
including Mrs. Fields Cookies, Great American Cookies, Pretzel
Time, Pretzelmaker, and the company's largest acquisition, TCBY,
in June 2000.

Mr. Winokur praised Hodges for his tenure.  "Larry has been a
guiding force in developing the company and has been a pioneer
in the area of retail co-branding."  At the onset of Mr. Hodges'
tenure with the company, Mrs. Fields consisted of approximately
400 company-owned stores.  Today the company is predominantly
franchised, with over 3,000 locations worldwide, and operates
highly successful brand licensing and mail order/internet
businesses.

Based in Salt Lake City, Utah, Mrs. Fields Famous Brands, Inc.
currently owns or franchises more than 3000 retail food outlets.  
The brands include Mrs. Fields Cookies, Great American Cookies,
The Original Cookie Company, TCBY Yogurt, Pretzel Time,
Pretzelmaker, Hot Sam Pretzels.  For more information, please
visit the company's Web site at http://www.mrsfields.com

As previously reported, Standard & Poor's Ratings Services
lowered its corporate credit rating on specialty food retailer
Mrs. Fields Original Cookies Inc. to triple-'C' from triple-'C'-
plus based on the company's very constrained liquidity position
and payment default risk.  The outlook is negative. Salt Lake
City, Utah-based Mrs. Fields had $152 million total debt
outstanding as of June 29, 2002.


NEPTUNE SOCIETY: Reports Weaker Operating Results for 2002
----------------------------------------------------------
The Neptune Society, Inc., is the holding company for the
Neptune Society of America, Inc., a California corporation.  
Neptune Society of America, Inc. is the holding company for
Neptune Management Corp.,  Heritage Alternatives, Inc. and
Trident Society, Inc., which are engaged in marketing and
administering Pre-Need and At-Need cremation services in
Arizona, California, Colorado, Florida, Illinois, Iowa, New
York, Oregon and Washington. It also operates three crematories
and licensed holding facilities in Los Angeles,  California; one
licensed holding facility in Ventura, California; one crematory
and licensed holding  facility in Ankeny, Iowa; and one
crematory and a licensed holding facility in Spokane,
Washington.  The Company provides cremation services in the
areas in which it owns crematories.  It uses the services of
qualified and licensed third-party crematories and holding
facilities in locations where it does not own crematories.

Overall, the Company's services and merchandise revenue
decreased from $11,775,109 in 2001 to $10,899,026 in 2002, a
decrease of $876,000, or 7.5%.  Services and merchandise revenue
consists of cremation service,  at-need merchandise revenue,
pre-need merchandise revenue recognized, and travel plan
revenue.  The  decrease in services and merchandise revenue
resulted from an increase of $1,244,000 in Travel Plan revenue  
offset by a decrease of $844,000 in cremation services and at
need merchandise revenue, largely due to the sale of the
Company's Portland cremation business at the end of 2001, and a
decrease of $1,276,000 in pre-need merchandise revenue
recognized because of the Company's decision to change its
inventory management  procedures in the third quarter of 2001.  
Cremation services revenue and at-need merchandise sales from
the two new locations opened in 2002 did not have a material
impact on consolidated revenue.

Travel plan revenue increased by $1,244,000 (65%) from
$1,904,000 in 2001 to $3,149,000 in 2002.  Travel plan contracts
are sold in combination with pre-need cremation  plans, however
all revenue from travel  contracts is recognized at the point of
sale, as the Company concurrently arranges with a third party to
provide the service on an individual contract basis. This was
the first year that this popular feature was sold company wide
for the full 12 months, accordingly travel plan growth as an
annual percentage is  expected to more closely track the rate of
pre-need cremation plan sales in future years.

Pre-Need merchandise revenue recognized decreased from
$2,407,000 in 2001 to $1,390,000 in 2002, a decrease of
$1,017,000, or 42%. Neptune's revenue recognition policy
requires it to specifically identify and  physically segregate
each individual's merchandise until the time of death to allow
the Company to  recognize revenue.  From June through September
2001, the Company specifically identified and segregated  for
each individual sold a pre-need plan allowing the Company to
recognize $1,804,000 in revenue in accordance with its revenue
recognition policy.  In October 2001, Neptune changed its
inventory management  policy to  discontinue  our practice  of  
individually  identifying  merchandise  in  an  effort  to  
reduce operating costs. As a consequence, with the exception of
$514,000, all receipts for merchandise sold in 2002 under pre-
need plans, which were still active at year end, were deferred
and not included in the revenue that was recognized.  Neptune
currently maintains only a general inventory sufficient to meet
the requirements in the normal course of business, except where
required by State law to segregate purchased merchandise for
past or new sales.

Pre-need contracts funded and deferred in the accounts in 2002
were 25% higher than in 2001, however except for the small
number of those contracts which were also fulfilled in 2002,
substantially all of the contract proceeds relating to
merchandise revenue has been deferred to future years.

Management and finance fees decreased from $1,255,187 in 2001 to
$867,583 in 2002, a decrease of $387,604, or 31%.  The
management fees earned for administering pre-need trusts
declined from $756,769 in 2001 to $608,708 in 2002, as a result
of reduced yields on investments being reinvested at current
lower market rates of interest.

Finance fees declined from $498,418 in 2001 to $258,875 in 2002,
a decline of $239,503, or 48%, due in part to the transitional
adjustment in 2001 when the Company began recognizing finance
income on pre-need contracts over the life of the contract.  
Previously this income was recognized only on fulfillment of the
contract.

Neptune Society's net loss for 2002 was $6,705,000 compared with
$10,151,000 for 2001.

At December 31, 2002, the Company had current assets of
$2,700,000, offset by accounts payable and accrued liabilities
of approximately $2,689,000, resulting in substantially no
excess working capital in reserve.

In February 2003, Neptune raised $200,000 in a private placement
of units, consisting of one share of common stock and one stock
purchase warrant.

The Company's only internal sources of liquid assets are cash
flows from operations.  It has no standby line of credit, nor
has it been able to make arrangements for such line of credit.
It has no external sources of liquid assets.

The principal amount of $2,357,000 in debt payments fall due in
the upcoming 12 months is relatively evenly  distributed
throughout the year with the exception of $1,780,000 that is due
July 31, 2003 under the terms of a promissory note issued in
connection with the Company's acquisition of the Neptune Group.  
Repayment of the promissory note is secured by the Company's
assets.

Management projects that Neptune will have working capital in
the amount of $1,000,000 at July 31, 2003, and that it will be
required to raise $800,000 in additional financing to make the
final payment under the promissory note due July 31, 2003. It is
in the process of attempting to secure financing to meet this  
obligation and may seek a restructuring of the remaining balance
of the promissory note. There can be no assurance that
management will be able to raise the financing required to
satisfy the obligations under  the promissory note or to
negotiate a restructuring of the remaining balance of the
promissory note on acceptable terms, if at all.

While the Auditors Report of KPMG LLP, dated March 15, 2001,
covering the Company's financial condition for the year ended
December 31, 2000, contained a "going concern" statement, no
such statement was included in Stonefield Josephson, Inc.'s
Auditors Report, dated March 21, 2003, covering the years ended
December 31, 2001 and 2002.


NORSKE SKOG: Intends to Raise $100MM from Senior Notes Offering
---------------------------------------------------------------
Norske Skog Canada Limited intends, subject to market
conditions, to raise US$100 million through an offering of
Senior Notes due June 15, 2011.

The notes will be guaranteed by all of the Company's material
wholly-owned subsidiaries. The net proceeds of this issuance are
expected to be used to repay outstanding indebtedness under the
Company's secured credit facility.

The notes have not been, and will not be, registered under the
Securities Act of 1933, as amended, and may not be offered or
sold in the United States absent registration or applicable
exemption from such registration requirements.

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


OGLEBAY NORTON: S&P Hatchets Low-B Rating on Liquidity Concerns
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Oglebay Norton Co. to 'B-' from 'B' due to the
continued weakness in the company's end markets and concerns
regarding its deteriorating liquidity.

The Cleveland, Ohio-based company has about $427 million in debt
outstanding. The current outlook is negative.

"The ratings could be further lowered if Oglebay's strategic
alternatives are delayed or if the actions do not adequately
enhance the company's tight liquidity," said Standard & Poor's
credit analyst Dominick D'Ascoli.

Cleveland, Ohio-based Oglebay supplies minerals and aggregates
to a variety of highly cyclical and competitive markets,
including building materials, construction, environmental,
energy, and metallurgical markets. Oglebay's operations include
three reportable business units: Great Lakes Minerals, Global
Stone, and Performance Minerals.


OMNOVA SOLUTIONS: Fitch Changes BB+ Rating's Outlook to Negative
----------------------------------------------------------------
Fitch Ratings has changed the Outlook on OMNOVA Solutions Inc.'s
ratings to Negative from Stable. The current rating on the
company's senior secured debt is 'BB+'.

Omnova's ratings are based on the company's strong market
positions, its size, liquidity and financial performance. The
company is a leader in areas such as commercial vinyl
wallcovering, vinyl and urethane fabrics, and styrene-butadiene
latex. In addition, OMNOVA has been able to remain cash flow
positive at the trough of the business cycle. However, the
company's cash flows are relatively small and EBITDA has
weakened. Moreover, the February 2003 amendment to the existing
credit facility has reduced facility commitments to $180 million
in May and increased interest rates. For the trailing twelve
months ended Feb. 28, 2003, EBITDA-to-interest incurred was 4.0x
and total debt (including the A/R program balance)-to-EBITDA was
5.4x.

The Negative Rating Outlook reflects the uncertainty of demand
improvement in the near-term and the potential for higher
average raw material costs for 2003. Omnova has been negatively
affected by price increases in styrene, butadiene, and polyvinyl
chloride; higher average raw material costs may continue to
pressure operating margin. In addition, the company awaits an
improvement in refurbishment activity, but the pace and strength
of improving demand in the near-term remains unclear.

OMNOVA Solutions is a specialty chemical company with nearly $37
million in EBITDA on sales of $681 million in 2002. The company
produces commercial wallcovering, coated fabrics, commercial
roofing membrane systems, adhesives, and paper and paperboard
chemicals. End-use markets for Omnova's products include
construction and home furnishings, textiles, and paper.


PCD INC: Completes Wells-CTI Div. Asset Sale to UMD Technology
--------------------------------------------------------------
PCD Inc. (OTC Bulletin Board: PCDIQ.OB), a manufacturer of
electronic connectors, announced that UMD Technology, Inc. has
completed the acquisition of PCD's Wells-CTI Division for $2.050
million in cash, plus assumed liabilities. The acquisition
covers substantially all the assets and operating liabilities of
the Well-CTI U.S. operations, headquartered in Phoenix, AZ; plus
the equity of Wells-CTI KK, the Company's Yokohama, Japan
subsidiary.

UMD, based in Portland, OR, provides engineering services and
products to the electronics industry.

The Division, which continues to operate from its Phoenix and
Yokohama locations, and supplies advanced design burn-in sockets
to the semiconductor testing industry, is now a subsidiary of
UMD, and has been renamed Kabushiki Wells-CTI, LLC. UMD
emphasized that all of the Division's operations are conducting
business as usual, and the Company will continue to accept
customer orders and service its customers with existing
facilities and personnel.

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

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


PEABODY ENERGY: Directors Re-Elected at Shareholders' Meeting
-------------------------------------------------------------
Peabody Energy (NYSE: BTU) has announced the re-election of four
members of its board of directors, for three-year terms expiring
in 2006, at the company's annual meeting of shareholders held in
St. Louis.

Re-elected directors include William E. James, founding partner
of RockPort Capital Partners LLC; Robert B. Karn III, a
consultant and former managing partner in financial and economic
consulting with Arthur Andersen in St. Louis; Henry E. Lentz, a
consultant and former managing director of Lehman Brothers; and
Dr. Blanche M. Touhill, chancellor emeritus and professor
emeritus at the University of Missouri - St. Louis.

Peabody Energy (NYSE: BTU) is the world's largest private-sector
coal company, with 2002 sales of 198 million tons of coal and
$2.7 billion in revenues. Its coal products fuel more than 9
percent of all U.S. electricity generation and more than 2
percent of worldwide electricity generation.

                          *    *    *

As previously reported in Troubled Company Reporter, Fitch
Ratings assigned a 'BB+' to Peabody Energy's proposed $600
million revolving credit facility and a new $600 million bank
term loan and a 'BB' to its issuance of $500 million of senior
unsecured notes due 2013. The Rating Outlook remains Positive.
At the completion of Peabody's refinancing the rating on its
senior subordinated notes, currently rated 'B+', will be
withdrawn.


PICCADILLY CAFETERIAS: Red Ink Flows in Third Fiscal Quarter
------------------------------------------------------------
Piccadilly Cafeterias, Inc. (AMEX:PIC) announced its operating
results for the third quarter and three quarters ended April 1,
2003. The Company incurred a net loss for the quarter ended
April 1, 2003, of $2.4 million compared with net income of $3.1
million for the quarter ended March 31, 2002. For the three
quarters ended April 1, 2003, the Company incurred a net loss of
$9.1 million, compared with net income of $3.5 million for the
three quarters ended March 31, 2002.

The Company's net sales for the quarter ended April 1, 2003,
were $82.4 million compared with $89.7 million for the quarter
ended March 31, 2002, a net decline of $7.3 million, or 8.1%.
Net sales from the third quarter of last year include $2.0
million for cafeterias that are now closed. This year's third
quarter was one day longer than the third quarter of last year,
increasing comparable net sales by $0.8 million. Same-store
sales for the third quarter were down $6.1 million, or 7.0%,
from last year's third quarter. For the four-week periods ended
January 28, 2003, and February 25, 2003, and the five-week
period ended April 1, 2003, same-store sales were down 7.5%,
8.0%, and 6.8%, respectively.

The Company's net sales for the three quarters ended April 1,
2003, were $255.5 million compared with $276.6 million for the
three quarters ended March 31, 2002, a decline of $21.1 million,
or 7.6%. Net sales from the first three quarters of last year
include $6.6 million for cafeterias that are now closed. This
year's first three-quarter period was one day shorter than the
same three-quarter period of last year, lowering comparable net
sales by $1.3 million. Same-store sales for the three-quarter
period ended March 31, 2003, were down 4.9% compared with the
same period last year.

The Company believes that a sluggish economy and international
events had a negative impact on the mid-scale dining segment in
which the Company operates, thereby reducing the dining
frequency of the Company's guest base. The impact was more
noticeable in cafeterias located in regional shopping malls.
These cafeterias comprise approximately one-half of all of the
Company's cafeterias. Same-store sales for mall cafeterias were
down 9.7% for the third quarter while the Company's non-mall
cafeterias were down 5.4%.

Several items had an impact on the comparability of operating
results year over year:

Asset impairment charges. During the quarter ended April 1,
2003, the Company recorded asset impairment charges of $0.9
million related to one cafeteria with recent sales trends that
indicate that future cash flows will not be sufficient to
recover its net carrying value.

During the quarter ended December 31, 2002, the Company recorded
asset impairment charges of $5.8 million relating to 48
cafeterias with low sales volumes that were operating at the end
of the quarter, including 40 cafeterias located in regional
shopping malls. In total, these cafeterias generated, before
allocation of corporate overhead, net losses of $2.4 million and
$1.0 on net sales of $36.2 million and $39.7 million for the
first three quarters of fiscal 2003 and 2002, respectively.
During the third quarter of fiscal 2002, the Company recorded
$0.2 million of asset impairment charges.

Loss on early retirement of debt. Net income (losses) from
continuing operations for the three quarters ended April 1, 2003
and March 31, 2002, also include losses from the early
retirement of debt of $1.3 million and $1.9 million,
respectively. During fiscal 2003, the Company repaid $8.7
million of its long-term debt pursuant to excess cash flow
offers required by its debt agreements. During fiscal 2002, the
Company repaid $9.4 million of its long-term debt with the net
proceeds from a sale-leaseback transaction, repaid $3.7 million
of its long-term debt using available cash, and refinanced its
working capital credit facility. Losses from the early
retirement of debt include the prorata portion of unamortized
financing costs and prepayment premiums.

Team member benefits. The Company made changes to its team
member benefit plans during fiscal 2002, significantly reducing
the Company's costs for these plans. Additionally, the Company
utilized the remaining assets of an over-funded benefit trust
fund to reduce its ongoing expenditures for team member
benefits. In total, team member benefit expense was $3.8 million
lower for the three quarters ended April 1, 2003, compared with
last year. Most of the benefit plan changes were effective
January 1, 2002.

Discontinued operations. Sixteen cafeterias were closed during
the three quarters ended April 1, 2003 and are accounted for as
discontinued operations. Net loss from discontinued operations
for the quarters ended April 1, 2003 and March 31, 2002, was
$0.4 million and $0.1 million, respectively. Net loss from
discontinued operations for the three quarters ended April 1,
2003 and March 31, 2002, was $0.4 million and $0.5 million,
respectively. Results of discontinued operations for the second
quarter of fiscal 2003 include a gain of $0.8 million from the
sale of a closed cafeteria.

The Company expects to close 17 cafeterias during the fourth
quarter ending July 1, 2003 of which 11 had closed as of May 7,
2003, and expects to record a closing charge in the fourth
quarter for closing costs of approximately $4.6 million. For the
quarters ended April 1, 2003 and March 31, 2002, these
cafeterias generated net losses of $0.6 million and $0.5
million, respectively, on net sales of $4.2 million and $4.9
million, respectively. For the three quarters ended April 1,
2003 and March 31, 2002, these cafeterias generated net losses
of $2.1 million and $1.3 million, respectively, on net sales of
$13.4 million and $15.1 million, respectively.

Income tax benefit. During the quarter ended April 1, 2003, the
Company applied to the Internal Revenue Service for certain tax
accounting method changes. As a result of these changes, the
Company also filed a refund claim to carry back the tax net
operating loss generated in its 2002 tax year to prior years,
which were previously outside the permitted carry back period
until the enactment of the Job Creation and Work Assistance Act
of 2002. At December 31, 2002, the Company estimated that the
amount of the refund would be approximately $2.0 million. As a
result of finalizing the return in the quarter ended April 1,
2003, the actual refund claim was $2.5 million. Likewise, in
fiscal 2002 the Company filed a $2.0 million refund claim with
the Internal Revenue Service to carry back net operating losses
recognized in its 2001 tax year to its 1996 tax year. Because a
full valuation allowance had previously been established for the
Company's net deferred tax assets, including net operating
losses, these refunds resulted in adjustments to the valuation
allowance and tax benefits of approximately $2.5 million for
fiscal 2003, $2.0 million of which was recognized in the quarter
ended December 31, 2002, and $0.5 million of which was
recognized in the quarter ended April 1, 2003, and $2.0 for
fiscal 2002.

Marketing. The Company remains focused on improving cafeteria
guest traffic. To that end, the Company launched two new
marketing initiatives during its third quarter ended April 1,
2003. On Tuesday, Piccadilly guests may enjoy "Chef's Carving
Day," which includes hand-carved turkey, ham, corned beef or
roast beef with three side items of salads and desserts, priced
at $5.99. On Thursday, "Kid's Day", kids can enjoy new kid-
friendly menu items like popcorn chicken, popcorn shrimp, potato
smiles and pudding with gummy worms. The meal includes an
entree, two sides, a choice of Jell-O, pudding or cupcake, and a
drink for just $0.99. The Company will continue its "Delicious
Desserts Wednesdays," where Piccadilly guests may enjoy one of
Piccadilly's made-from-scratch desserts for only $0.79.

These campaigns did not generate a sustained sales increase and
the related broadcast media was cancelled in the latter part of
the third quarter. Marketing expenses as a percent of net sales
were 3.2% and 2.3% for the quarters ended April 1, 2003 and
March 31, 2002, respectively. Marketing expenses as a percent of
net sales were 3.0% and 1.9% for the three quarters ended April
1, 2003 and March 31, 2002, respectively.

Management Change. The Company announced on May 5, 2003, that
its Board of Directors had accepted the resignation of Ronald A.
LaBorde as the Company's chief executive officer and as member
of its Board of Directors. The Board of Directors also announced
that it had entered into an agreement with PMCM, LLC., an
affiliate of Phoenix Management Services, Inc., of Chadd's Ford,
Pennsylvania. Phoenix is an operationally-focused turnaround
management firm. Under the agreement, PMCM agreed to provide to
the Company the services of Mr. Vincent Colistra, who will be in
charge of the engagement and serve as the chief restructuring
adviser to the Company, and Mr. John G. "Jack" McGregor, who
will serve as the interim chief executive officer of the
Company. PMCM has been engaged to provide financial advisory,
management and restructuring services to the Company. The
Company expects that PMCM will perform these services for the
foreseeable future.

Azam Malik, President and Chief Operating Officer, commented,
"Our current operating environment is challenging. Not only has
the mid-scale segment of the restaurant industry experienced
negative traffic in recent periods, but the cafeteria/buffet
segment in particular has also suffered from significant sales
declines. We remain focused on stabilizing sales trends and are
committed to improving the operating performance at existing
sales levels through improvements in operating efficiencies."

Piccadilly is a leader in the family-dining segment of the
restaurant industry and operates 179 cafeterias in the
Southeastern and Mid-Atlantic states. For more information about
the Company visit the Company's Web site at
http://www.piccadilly.com

At April 1, 2003, Piccadilly Cafeterias' balance sheet shows
that total current liabilities exceeded total current assets by
about $13 million. The Company's total shareholders' equity has
dwindled to about $15 million, from about $24 million recorded
at July 2, 2002.

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

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


PLAYBOY ENTERPRISES: Reports Substantially Improved Q1 Results
--------------------------------------------------------------
Playboy Enterprises, Inc. (PEI) (NYSE: PLA, PLAA) announced net
income for the first quarter ended March 31, 2003, of $0.6
million, compared to a net loss in the prior year quarter of
$9.4 million. The 2002 quarter included a $5.8 million non-cash
income tax charge related to the adoption of FAS 142. The
results reflected the Online Group's swing from an operating
loss to an operating profit, improved Licensing and Publishing
results, and continued solid Entertainment Group performance.
Operating income for the 2003 first quarter rose more than
fourfold to $9.5 million from $2.2 million in the first quarter
of last year. Revenues totaled $74.3 million in this year's
quarter, up 12% from $66.1 million in the same quarter last
year.

Christie Hefner, chairman and chief executive officer, said:
"Results for the quarter exceeded expectations as each of our
business groups reported operating income. We are particularly
pleased with the $4 million improvement in online results over
last year's first quarter as it underscores our expectations
that the business will report an operating profit for the full
year compared to an $8.9 million operating loss in 2002.

"We are also excited about the editorial evolution now evident
in Playboy magazine and are in the process of introducing those
changes to the advertising community. The Playboy brand remains
a powerful marketing vehicle, as is evidenced by the continued
consumer enthusiasm for our licensed products as well as our
television networks both here and overseas.

"Given our strong first quarter performance and the outlook for
continued positive results, particularly in our traditionally
strong fourth quarter, we now believe that our 2003 operating
profit will be approximately $22 million or 30% better than the
projection that we made at the end of 2002 of doubling operating
income," Hefner said.

Entertainment

First quarter operating income for the Entertainment Group was
$8.0 million in 2003 compared to $9.0 million last year.
Revenues increased 8% to $33.2 million, due to the restructuring
of our international TV operations in late 2002, which increased
to 100% PEI's ownership of 13 international networks and
resulted in the consolidation of those operations into the
Entertainment Group's existing infrastructure. That increase was
partially offset by a $1.4 million decline in worldwide home
video revenues and an expected modest decline in domestic TV
revenues, which were down 5% to $23.4 million in the 2003 first
quarter compared to last year. Overall Entertainment Group
operating margins declined principally as a result of the change
in international TV from a licensing to an owner-operator
business model.

Publishing

Lower manufacturing and editorial costs were primarily
responsible for the improvement in Publishing Group results to
an operating profit of $0.5 million in the 2003 first quarter
compared to last year's loss of $0.4 million. First quarter 2003
revenues were essentially flat at $26.6 million with Playboy
magazine posting slightly lower advertising revenues. The
company said that it also expects ad revenues to be down
slightly in the second quarter, but up for the full year.

Online

The Online Group reported an operating profit of $0.3 million in
the 2003 first quarter versus a $3.6 million operating loss in
the prior year. The swing was due both to a 45% improvement in
first quarter revenues to $9.2 million as well as expense
reductions implemented last year. The Group's largest revenue
stream, subscriptions, more than doubled in the quarter to $4.1
million as the company benefited from a price increase for
Playboy Cyber Club in the fourth quarter of 2002, as well as the
introduction of new clubs, which contributed to a 35% growth in
total subscribers. E-commerce revenues grew 33% in the 2003
first quarter compared to last year's quarter primarily due to
the timing of catalog mailings, while revenues from other
sources were basically flat.

Licensing

For the first quarter, Licensing Group operating income rose to
$3.6 million in 2003 from $0.8 million in the prior year quarter
on revenues of $5.2 million, more than double last year's $2.5
million. The quarter's results included the sale of a Salvador
Dali painting for $1.9 million. Revenues from the company's
international licensing program also increased significantly in
this year's first quarter.

Corporate Administration and Other

First quarter Corporate Administration and Promotion expenses
declined 19% to $2.9 million in 2003 from $3.6 million last year
in part reflecting the company's continued focus on cost control
measures. As a result of the March 2003 debt refinancing, the
company recorded a charge of $3.3 million related to capitalized
debt issuance expense, of which $2.9 million was non-cash.

Playboy Enterprises is a brand-driven, international multimedia
entertainment company that publishes editions of Playboy
magazine around the world; operates Playboy and Spice television
networks and distributes programming via home video and DVD
globally; licenses the Playboy and Spice trademarks
internationally for a range of consumer products and services;
and operates Playboy.com, a leading men's lifestyle and
entertainment Web site.

As previously reported in Troubled Company Reporter, Standard &
Poor's Ratings Service assigned its 'B' corporate credit rating
to Playboy Enterprises, Inc.

At the same time, Standard  & Poor's assigned its 'B' rating to
the proposed $110 million senior secured notes due 2010, issued
by PEI Holdings. PEI Holdings is the holding company through
which Playboy owns all of its operating subsidiaries. Net
proceeds will be used to repay the existing credit facility and
acquisition liabilities. Chicago, Illinois-based Playboy had
total debt outstanding of $144.2 million, including $43.1
million in acquisition liabilities, on September 30, 2002. The
outlook is stable.

"The ratings on Playboy reflect the company's significant
presence in the non-cyclical adult entertainment industry,
strong brand recognition, and good direct-to-home satellite TV
coverage," said Standard & Poor's credit analyst Andy Liu. He
added, "These factors are balanced by the proliferation of free
adult materials online, declining newsstand sales of the
magazine, weak cable TV distribution due to the narrow audience
for paid adult content, and high financial risk."


PRIMEDIA INC: $300 Million Senior Notes Get S&P's B Rating
----------------------------------------------------------  
Standard & Poor's Ratings Services revised its outlook on
publisher PRIMEDIA Inc. to stable from negative.

At the same time, Standard & Poor's assigned its 'B' rating to
PRIMEDIA's $300 million, privately placed, Rule 144A senior
notes due 2013. In addition, Standard & Poor's affirmed its 'B'
corporate credit and other outstanding ratings on New York City-
based PRIMEDIA. Total debt and preferred stock as of March 31,
2003, totaled about $2.4 billion.

"The outlook revision reflects improving debt service measures
resulting from recently good EBITDA growth and progress with
asset sales," said Standard & Poor's credit analyst Hal Diamond.
"In addition, management has taken appropriate measures to
assure immediate term liquidity," added Mr. Diamond.

EBITDA from continuing businesses increased more than 30% in the
last 12 months ended March 31, 2003, largely due to cost
reductions, a sharp decrease in Internet losses, and modest
revenue growth. The company has also provided guidance of
roughly 8% EBITDA growth for the full 2003, which assumes a
modest recovery of the consumer advertising market and
stabilization of business-to-business advertising.

PRIMEDIA recently announced an agreement to sell Seventeen
magazine for $182 million, which is expected to close in the
second quarter of 2003. Since 2001, aggregate proceeds of
roughly $530 million (including the pending Seventeen
transaction) have been realized from asset sales at relatively
high EBITDA multiples and used to reduce debt. Debt had been
elevated due to negative discretionary cash flow in 2000-2001
and the 2001 EMAP specialty magazine acquisition. Also,
PRIMEDIA's recent refinancing of its 10.25% senior notes due
2004 with bank debt, the pending refinancing of its 8.50% senior
notes due 2006 with issue proceeds, and exchange of $75.4
million of preferred stock for common shares will reduce the
company's fixed charge burden in 2003.


PROMAX ENERGY: Commences Restructuring Under CCAA in Canada
-----------------------------------------------------------
Promax Energy Inc. (TSE:PMY) announces that an Order of the
Court of Queen's Bench of Alberta was issued under the
Companies' Creditors Arrangement Act that grants Promax
protection from proceedings by its creditors for the purposes of
facilitating an orderly restructuring of its business, property
and financial affairs. This Order was sought by Promax without
opposition from its principal lender. Unless extended by further
Order of the Court, the protection provided in the Order expires
on May 28, 2003. KPMG Inc. has been appointed as an officer of
the Court of Queen's Bench of Alberta to monitor the business
and affairs of Promax while it remains under CCAA protection.

Promax will continue to investigate and pursue means through
which it may maximize its value for its stakeholders.

Promax also announces that it has suspended the making of
interest payments to its principal lender, with the interest
payment due May 5, 2003 not being paid.

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


REGUS BUSINESS: Committee Signs-Up Kaye Scholer as Attorneys
------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in Regus
Business Centre Corp. and its debtor-affiliates' chapter 11
cases seeks authority from the U.S. Bankruptcy Court for the
Southern District of New York to employ Kaye Scholer LLP as its
Counsel.

The Committee tells the Court that it needs to employ and retain
Kaye Scholer to:

a) advise the Committee with respect to its rights, duties and
   powers in these bankruptcy cases;

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

c) assist the Committee in analyzing the claims of the Debtors'
   creditors and the Debtors' capital structure and in
   evaluating the Debtors' negotiations with holders of claims
   and equity interests;

d) assist the Committee in its investigation of the assets,
   liabilities and financial condition of the Debtors and of the
   operation of the Debtors' businesses;

e) assist the Committee in its analysis of, and negotiations
   with, the Debtors or any third party concerning matters
   relates to, among other things, the assumption or rejection
   of certain leases of non-residential real property and
   executory contracts, asset dispositions, financing and other
   transactions and the terms of a plan of reorganization for
   the Debtors and accompanying disclosure statement and related
   plan documents;

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

g) represent the Committee at all hearings and other
   proceedings;

h) review and analyze applications, orders, statements of
   operations and schedules filed with the Court and advise the
   Committee as to their property;

i) assist the Committee in preparing pleadings and applications
   as may be necessary in furtherance of the Committees'
   interests and objectives; and

j) perform such other legal services as may be required or are
   otherwise deemed to be in the interests of the Committee in
   accordance with the Committee's powers and duties as set  
   forth in the Bankruptcy Code, Bankruptcy Ruled or other
   applicable law.

Kaye Scholer will charge for its legal services on an hourly
basis in accordance with its ordinary and customary hourly
rates:

          Partner                $455 to $725 per hour
          Counsel                $430 to $525 per hour
          Associates             $205 to $465 per hour
          Paraprofessionals      $ 95 to $185 per hour

The professionals who will be responsible in this engagement and
their current hourly rates are:

          Richard G. Smolev      $635 per hour
          Giulherme Brafman      $625 per hour
          Benjamin Mintz         $455 per hour
          Steven R. Wirth        $420 per hour
          Jonathan Offenkrantz   $420 per hour

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


ROSE HILLS: S&P Revises Outlook to Developing over Reduced Debt
---------------------------------------------------------------  
Standard & Poor's Ratings Services revised its outlook on Rose
Hills Co. to developing from negative. At the same time,
Standard & Poor's affirmed the 'CCC+' corporate credit and
'CCC-' subordinated ratings on the company.

The low speculative-grade ratings reflect Standard & Poor's
concern about the company's ability to generate sufficient cash
flow and/or obtain external funding to refinance its
subordinated debt due in 2004. Rose Hills received an equity
investment of $45 million from Alderwoods, used toward retiring
the company's $52 million of outstanding bank debt that was to
mature in 2003.

"This transaction eliminated the refinancing risk for 2003, and
increased the likelihood of a successful refinancing of its $80
million of subordinated debt due in 2004; however, the still-
significant magnitude of debt due in 2004, and weak liquidity
because of its reliance on cash reserves and no in-place
borrowing facilities, remain significant.


ROUNDY'S: Outlook Stable Given Aggressive Acquisition Strategy
--------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on food
services company Roundy's Inc. to stable from positive, based on
its more aggressive acquisition strategy to expand its retail
food operations.

Standard & Poor's also affirmed its 'BB-' corporate credit
rating on the Peewaukee, Wisconsin-based company. Approximately
$563 million of debt is affected by this action.

"Although Roundy's continues to improve operations as it expands
its store base through acquisitions, we view the risks
associated with the company's growth strategy as limiting the
potential for the rating to be raised in the near term," said
credit analyst Patrick Jeffrey. "However, Roundy's leading
retail market position in Milwaukee and its stable food
wholesale operations provide support for the ratings," Mr.
Jeffrey added.

The food wholesale and retail sectors are highly competitive, as
consolidation trends in recent years have resulted in large,
regionally diverse players leading both segments. Roundy's total
sales of about $3.6 billion in 2002 were much smaller than those
of food wholesalers such as SuperValu Inc. ($20 billion) and
those of retailers Kroger Co. and Albertson's Inc. (each with
more than $30 billion). Standard & Poor's believes Roundy's
ability to compete on price, maintain a competitive cost
structure, and expand its customer base will be challenged.
However, Roundy's has a stable operating history in its food
wholesale segment, in which it has longstanding contracts with
food retailers. These contracts help ensure significant
purchasing requirements from existing customers and help
mitigate some of the risk of lost customers resulting from the
change in ownership.

Standard & Poor's expects the company may continue to make
acquisitions to fill-in markets in its primary markets of
Wisconsin and Minnesota.


SALOMON BROS: Fitch Raises Ser. 2002-UST1 Cl. B-5 Rating to BB+
---------------------------------------------------------------
Fitch Ratings has upgraded 5 classes of Salomon Brothers
Mortgage Securities VII, Inc., Mortgage Pass-Through
Certificates, Series 2002-UST1, as follows:

Salomon Brothers Mortgage Securities VII, Inc., Mortgage Pass-
Through Certificates, Series 2002-UST1

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

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

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

        -- Class B-4 to 'BBB+' from 'BB';

        -- Class B-5 to 'BB+' from 'B'.

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


SERVICE MERCHANDISE: Challenging Filed Work Compensation Claims
---------------------------------------------------------------
Service Merchandise Company, Inc., and its debtor-affiliates
object to 70 compensation claims filed against them. Paul G.
Jennings, Esq., at Bass, Berry & Sims PLC, in Nashville,
Tennessee, tells the Court that these claims have already been
paid or, to the extent actually owed, are expected to be fully
paid by a third party that has assumed full liability for the
Claims.

In the ordinary course of business and in compliance with
applicable non-bankruptcy law, Mr. Jennings recounts that the
Debtors maintain certain insurance policies and programs with
certain insurers to insure their liability for individual
workers' compensation claims.

Under these Insurance Programs, the Debtors may remain liable
for certain deductible or retained self-insured liability
amounts, losses and allocated lost adjustment expenses with
respect to the claims.  The Debtors' potential liability under
the Programs is generally secured by property of the Debtors'
estates, including letters of credit and surety bonds issued in
the Insurers' favor.

As is standard under industry practice, the Debtors have
formally transferred much of their Retained Liabilities as
authorized by the Worker's Compensation Liability Transfer
Order.

Additionally, Mr. Jennings says, each of the applicable and
relevant carriers or estates have taken action to assume
responsibility for administering and assume these Retained
Liabilities:

    Liabilities
    Covered under    Insurers
    Policy years     Providing Coverage    Exceptions
    -----------      ------------------    ----------
   7/1/95-4/05/02   Pacific Employers      States of TN,OH, NY
                    Ins. Co (ACE)          (7/95012/01)

   7/1/92-6/30/95   Nat'l. Union Fire      States of TN,OH, NY
                    Ins. Co.               (7/94-6/95)
                                           States of TN,OH
                                           (7/93-6/94)
                                           States of TN
                                           (7/92-6/93)

   7/1/91-6/30/92   Planet Ins. Co.        States of TN
                    (Reliance)

   7/1/88-6/30/91   Agronaut Ins. Co.      None

   7/1/91-12/31/02  State of Tennessee     Tennessee claims only

   7/1/93-4/05/02   State of Ohio          Ohio claims only

   7/1/94-4/05/02   State of New York      New York claims only

These transfers and acceptances of responsibility have allowed
the Debtors to relieve themselves of the burden of administering
any workers' compensation claims under the Insurance Programs,
while ensuring availability of the same level of coverage to
which the Debtors have historically been entitled under the
Programs or any agreements entered into by the Debtors and the
Insurers to transfer Retained Liabilities.

The Debtors rightfully believe that Insurers have assumed full
liability for the Retained Liabilities, including the Debtors'
liability, if any, with respect to the Claims.

Thus, Mr. Jennings asserts that the Claimants are not unfairly
prejudiced with the Debtors' request to have the claims
disallowed because the Insurers have assumed full liability for
the Claims, to the extent enforceable under applicable non-
bankruptcy law, at the same level that existed under the
Debtors' Insurance Programs.

The claims include:

    Claim No.   Claimant                         Amount
    ---------   --------                         ------
    2600        Acevedo-Bonilla, Victor          $500,000
    1807        Edward Adam Czapla                 60,000
    4566        Fleming, Shawn W.                  95,000
    472         Garcia, Rose Marie                 25,000
    3207        Gibson, Melissa                 5,000,000
    2747        Jackson, Rosa N.                  200,000
     713        Jaynes, David A.                   28,788
    2915        McClendon, Freida                 100,000
    2192        Medina, Alfredo                   250,000
    4756        Woodson, Robert L.                 60,000
(Service Merchandise Bankruptcy News, Issue No. 48; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


SIERRA PACIFIC: Registers $300-Mill. of 7.25% Convertible Notes
---------------------------------------------------------------
Sierra Pacific Resources (NYSE: SRP) has filed an initial shelf
registration statement with the Securities and Exchange
Commission to register $300 million of its previously-issued
7.25% Convertible Notes due 2010 that were sold in a private
placement on February 14, 2003.  The shelf registration
statement, when declared effective by the SEC, will cover
resales of the Notes by the existing noteholders and the common
stock and related rights that are issuable upon conversion of
the Notes.  The filing of this registration statement does not
reflect a new issuance of securities by Sierra Pacific  
Resources.

Headquartered in Nevada, Sierra Pacific Resources is a holding
company whose principal subsidiaries are Nevada Power Company,
the electric utility for most of southern Nevada, and Sierra
Pacific Power Company, the electric utility for most of northern
Nevada and the Lake Tahoe area of California. Sierra Pacific
Power Company also distributes natural gas in the Reno-Sparks
area of northern Nevada.  Other subsidiaries include the
Tuscarora Gas Pipeline Company, which owns a 50 percent interest
in an interstate natural gas transmission partnership, Sierra
Pacific Communications, a telecommunications company, and Sierra
Pacific Energy (e-three), an energy conservation services
company.

As reported yesterday in Troubled Company Reporter, Standard &
Poor's Ratings Services 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 Company's '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.


STANSBURY HOLDINGS: Taps Sellers and Andersen as Accountants
------------------------------------------------------------
New management of Stansbury Holdings Corporation (OTC Pink
Sheets: STBY) announced that the Company has been reinstated and
is in good standing with its State of Domicile.

President Michael J. Healey said, "Becoming compliant with the
past filings required to be reinstated by the State of Utah is
moving the Company in the right direction.  With these matters
accomplished, we can focus additional energy on reopening the
operations at our Sweetwater Garnet milling facility.  The
Company owns a state-of-the-art Garnet milling facility in
Montana.  There is significant demand for the type of product
our facility can produce.  I am committed to establishing the
Company's facility as a respected producer in the industry.  
This is also the most certain way we can establish shareholder
value, to which I am totally committed."

Although the Company still has outstanding SEC filings to be
completed, the accounting firm of Sellers and Andersen, LLC,
Certified Public Accountants and Business Consultants of Salt
Lake City, Utah, has recently been engaged to prepare the
audited financial statements of the Company for the periods
ending June 30, 2002 and 2003.

The Company also announced that due to other obligations, Jeff
Wertz had resigned from the Board of Directors, effective
March 31, 2003.  Mr. Wertz resigned with regret, but has agreed
to continue to support the Company by providing services needed
for internal accounting.

Mr. Healey is in the process of selecting a replacement for Mr.
Wertz on the Board of Directors.

Stansbury Holdings Corporation was incorporated in 1969 under
the name Stansbury Mining Corporation. In 1985, Stansbury
changed its name to Stansbury Holdings Corporation.

Stansbury, and its wholly owned subsidiaries, are:

Elk Creek Vermiculite, Inc.,
Dillon Vermiculite Limited LLC,
International Vermiculite (Montana), Inc.,
International Vermiculite (California), Inc., and
Sweetwater Garnet, Inc.,

The Company's business is the acquisition, exploration,
development and operations of industrial mineral properties,
particularly vermiculite and garnet mineral projects.

The Company emerged from Chapter 11 bankruptcy proceedings
during 1985, and was non-operating until June, 2000. At March
31, 2002, it's negative working capital was approximately $8.4
million, and accumulated deficit was approximately $17.1
million.

There can be no assurances that the Company will be successful
in obtaining the financing necessary to develop its mineral
reserves. Nor can there be any assurances that other sources of
funds can be obtained to cover general and administrative costs.

As previously reported, the Company's previous independent
public accountants included a "going concern" emphasis paragraph
in their audit report accompanying the June 30, 2001,
consolidated financial statements reported in the Company's 10K-
SB for that reporting period. The paragraph stated that the
Company's recurring losses and negative working capital raised
substantial doubt about the Company's ability to continue as a
going concern.


TEMBEC INC: Unit Completes Exchange Offer for 8.625% Sr. Notes
--------------------------------------------------------------
Tembec Industries Inc., a wholly-owned subsidiary of Tembec
Inc., completed its offer to exchange its 8.625% Senior Notes
due June 30, 2009, which were registered under U.S. securities
laws, for its 8.625% Senior Notes due June 30, 2009 that were
issued on March 14, 2003.

                        *   *   *

As previously reported, Standard & Poor's Ratings Services
revised its outlook on diversified paper and forest products
producer Tembec Inc., to negative from stable. At the same time,
the ratings outstanding on the Temsicaming, Quebec-based
company, including the double-'B'-plus long-term corporate
credit rating, were affirmed.

The outlook revision stemmed from protracted weakness in
Tembec's credit measures that is unlikely to subside in the near
term due to weakened market conditions across all paper and
forest products grades.


TIMES SQUARE HOTEL: S&P Lowers & Removes BB+ Rating from Watch
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on Times
Square Hotel Trust's mortgage and lease amortizing certificates
to 'BB+' from 'BBB-' and removed it from CreditWatch with
negative implications, where it was placed Dec. 20, 2002.

The outlook is stable.

The rating action follows the lowering of Starwood Hotels &
Resorts Worldwide Inc.'s credit rating to 'BB+' from 'BBB-' on
May 6, 2003. The transaction's rating is based on the payments
and obligations of Starwood pursuant to a triple net lease of
the W New York-Times Square Hotel. The Times Square Hotel Trust
rating is dependent upon the credit rating of Starwood.


TITANIUM METALS: Valhi Begins Tender Offer for Preferred Shares
---------------------------------------------------------------
Titanium Metals Corporation (NYSE: TIE) announced that on May 5,
2003, Valhi, Inc. (NYSE: VHI) commenced a tender offer to
purchase up to 1,000,000 of the 6-5/8% Convertible Preferred
Securities, Beneficial Unsecured Convertible Securities (trading
symbol: "TMCXP") issued by TIMET Capital Trust I.  The tender
offer is at a net price of $10 per security.  The securities
include the associated guarantee by TIMET.  There are currently
4,024,820 securities outstanding.  Each security is convertible
into 0.1339 shares of TIMET common stock, par value $.01 per
share.

The tender offer expires at 12:00 midnight New York time on
June 2, 2003, unless extended by Valhi.  The terms and
conditions of the tender offer appear in Valhi's Offer to
Purchase dated May 5, 2003, and the related Letter of
Transmittal.  Copies of these documents are being mailed to
holders of the securities and are also available on the website
of the Securities and Exchange Commission at http://www.sec.gov

Completion of the tender offer is conditioned upon certain terms
and conditions described in the Offer to Purchase.  Subject to
applicable law, Valhi may waive any condition applicable
to the tender offer, and Valhi may extend or otherwise amend the
tender offer.

Based on a review by TIMET's non-employee directors not related
to Valhi, TIMET has determined that neither TIMET, its board of
directors nor any of its officers will express an opinion or
make any recommendation to any holder of the securities, and
TIMET and all of such persons will remain neutral toward the
tender offer.  TIMET believes that a holder's decision on
whether or not to tender such holder's securities and, if so,
how many securities to tender, is a personal investment decision
for each holder, based on such holder's personal investment
objectives.  TIMET believes that each holder should discuss this
investment decision with such holder's financial and tax
advisors.

TIMET recommends that holders of the securities read the TIMET
board's solicitation/recommendation statement regarding the
proposed Valhi tender offer, which has been filed by TIMET with
the Securities and Exchange Commission and is being mailed to
all holders of the securities.  Holders may obtain, without
charge, a copy of the solicitation/recommendation statement
filed with the SEC on the SEC's internet site at
http://www.sec.gov  Holders may also obtain, without charge, a  
copy of the solicitation/recommendation statement by calling
TIMET's investor relations department at (303) 296-5600
or by calling Innisfree M&A Incorporated, toll-free at (888)
750-5834.

TIMET, headquartered in Denver, Colorado, is a leading worldwide
producer of titanium metal products.  Information on TIMET is
available on the Internet at http://www.timet.com

                         *    *    *

As reported in Troubled Company Reporter's October 31, 2002
edition, Standard & Poor's lowered its preferred stock
rating on Titanium Metals Corp., to single-'C' from triple-'C'-
minus.

Standard & Poor's also affirmed its single-'B'-minus corporate
credit rating on the company. The outlook remains negative.


TREND HOLDINGS: Taps Atlas Partners and Grubb & Ellis as Agents
---------------------------------------------------------------
Gruppo Antico, Inc. (f/k/a Trend Holdings, Inc.) has retained
Atlas Partners and Grubb & Ellis/Lewinger Hamilton, Inc. of
Albuquerque, New Mexico as its exclusive agents for the
disposition of its remaining major asset -- a 52,565 square
foot, industrial building situated on 6 acres in Albuquerque,
New Mexico.

Trend Holdings, Inc., processes plastics, stamps metal and
performs electromechanical assembly of electronic enclosures in
facilities around the world. The company and its affiliates
filed for Chapter 11 protection on November 7, 2002, (Bankr.
Del. Case No. 02-13283). Laura Davis Jones, Esq., Christopher
James Lhulier, Esq., Brad R. Godshall, Esq., Jeffrey Dulberg,
Esq., at Pachulski, Stang, Ziehl, Young, Jones & Weintraub, P.C.
represent the Debtors in their restructuring efforts.


TRITON PCS: March 31 Net Capital Deficit Widens to $192 Million
---------------------------------------------------------------
Triton PCS Holdings, Inc. (NYSE: TPC) reported strong first-
quarter results with a 26% increase in Adjusted EBITDA from a
year earlier to $45.3 million, a 20% rise in revenue to $188.5
million and a churn rate of 2.1%. Gross new customer additions
rose to a first-quarter record of 85,300. The results reflect a
continued focus on attracting and retaining quality post-pay
subscribers, combined with diligence in controlling costs.

At March 31, 2003, the Company's balance sheet shows a total
shareholders' equity deficit of about $192 million.

"With our solid first-quarter results, we are delivering on our
commitment to grow Adjusted EBITDA while providing leading-edge
performance across a range of key metrics," said Michael E.
Kalogris, Triton PCS chairman and chief executive officer. "We
achieved Adjusted EBITDA of $45.3 million, after a $2.2 million
one-time charge related to a first quarter workforce reduction.
Churn declined to 2.1%, bringing us back to pre-billing
conversion levels, and we experienced an increase of nearly $1
in our average revenue per user to $53.52 in the first quarter
as compared with the fourth quarter of 2002."

Kalogris said, "We continue to attract unprecedented levels of
customers to our enormously popular SunCom UnPlan, which should
benefit our ARPU and churn throughout the year. We believe we
are gaining a solid share of high-value switchers because of
UnPlan's exceptional value proposition, supported by the
superior performance of our network."

Kalogris said the company's focus on cost control also
contributed to the strong first-quarter results. "Our general
and administrative expense per user declined 17% from a year
earlier, largely from improved bad debt, improved leverage of
fixed costs and cost savings from the workforce reduction. Our
cost per gross addition declined by 9% from the same period last
year as we continue to emphasize sales through company-owned
channels," he said. "In addition, our capital and liquidity
position remains sound with $425.9 million of cash and available
borrowings at quarter end."

Separately, the company announced the retirement of Triton PCS
President and Chief Operating Officer Steve Skinner, effective
June 30. Skinner's responsibilities will be assumed by Kalogris
while a search for his replacement is conducted.

"Steve Skinner, my partner in three successful companies
including the founding of Triton PCS, has played a key role in
the vision, development and growth of one of the finest, best-
managed wireless companies in the United States," Kalogris said.
"With his leadership, Triton PCS today boasts the highest-
quality network in the Southeast, the finest customer service,
innovative service offerings and a broad distribution network.
He leaves an enviable legacy - a strong company, built on a
solid foundation and well-positioned for continued growth and
success."

Skinner said, "Working with Mike to create and build Triton PCS
- in an industry I love and have worked in for nearly 20 years -
has been an extraordinary, once-in-a-lifetime experience. I
believe our core strategy to provide superior quality and
service has been validated consistently and will continue to
drive success."

Skinner noted that the company this month began offering  
commercial service on its GSM/GPRS network in its Richmond,
Norfolk and Fredericksburg, Virginia, markets. He said the
company plans to expand commercial service to all of its
remaining markets in Virginia in June and has already begun
carrying GSM roaming traffic on the company's network.

"The GSM/GPRS network overlay performed extremely well in our
trials in Richmond, Norfolk and Fredericksburg, and we are
pleased to formally begin offering commercial service, which
will offer a range of advanced features and further enhance the
value of our wireless service for our customers," Skinner
said.

                        Recent Events

NEXCOM Contract Award.  The company was once again awarded a
two-year contract by the Navy Exchange Service Command and the
Marine Corps Community Services to be the provider of digital
wireless services in 12 Southeast military exchanges serving the
Navy and Marine Corps. The company was first selected in 2000 by
NEXCOM to provide kiosks at exchange locations where members of
the armed services can shop for wireless equipment and service
at the same time they purchase other goods and services.

"SunCom's partnership with NEXCOM and MCCS in the Southeast is a
natural fit because we have such a large military presence in
our markets," Skinner said.  "We are proud to be able to
continue to deliver our superior network coverage, expert
customer care and overall flexibility to meet the unique needs
of our nation's military."

Senior Credit Facility Amendment. Triton PCS announced that it
recently amended its senior credit facility. As part of the
transaction, Triton PCS reduced its facility to approximately
$300 million, and amended certain restrictive covenants to
provide greater flexibility.

David Clark, Triton PCS executive vice president and chief
financial officer, said, "This amendment accomplishes a number
of important objectives. First, it allows us to avoid the cost
of borrowing the additional $115 million that is required in
June.  It also amends restrictive covenants - financial and
other - to balance the banks' control to the level of risk they
have in the capital structure, and finally, it ensures continued
strong liquidity of approximately $300 million after giving
effect to the changes."

                     Financial Highlights

First-quarter 2003 total revenue increased 20.3% year-over-year
to $188.5 million, driven by continued growth in service
revenues and roaming revenues of 15.6% and 21.8%, respectively.

Cash costs per user declined 7.0% sequentially and 4.6% year-
over-year to $37 in the quarter.  The 18% and 17%, respective
sequential and year-over-year decline in general and
administrative expense per user was the key contributor to the
decline in total cash costs per user. General and administrative
expense per user declined as a result of an improved bad debt
expense ratio, cost savings from workforce reductions and better
leveraging of fixed costs. The company's bad debt as a percent
of service revenue, which included recovery of previously
written-off receivables, dropped to 1.9% from 6.2% in the fourth
quarter. Cost per gross addition of $406 showed an improvement
of 9% from $446 a year ago due to emphasis of sales through
company-owned channels.

Adjusted EBITDA of $45.3 million, after a $2.2 million
restructuring charge, increased 33.5% sequentially and increased
25.8% compared with the first quarter of 2002.  The company's
Adjusted EBITDA margin improved 5.7% from the fourth quarter and
1.8% year-over-year.

Gross subscriber additions totaled 85,300, the company's best
first quarter ever, representing a 16.5% increase compared with
the first quarter of last year. The company added 31,495 net
subscriber additions in the quarter, ending the quarter with
861,654 subscribers, a 19.8% increase from the first quarter of
2002.

The company reported churn of 2.12%, its lowest level since the
second quarter of 2002.  Churn decreased from 2.45% in the
fourth quarter of 2002. The company expects churn to remain in
the low 2% range for the full year of 2003.

ARPU increased nearly $1 from the fourth quarter to $53.52.  The
increase in ARPU reflects a partial quarter benefit from price
increases initiated in February.  The company expects further
improvements in ARPU throughout the year.

Roaming minutes totaled 239 million minutes for the quarter,
representing an increase of 38% from 173 million minutes from
the first quarter of 2002.

Capital expenditures were $18.9 million in the first quarter
related to both the expansion of the company's GSM/GPRS network
migration as well as for capacity expansion of its TDMA network.  
The company's full-year expectation for capital expenditures
remains between $120 million and $140 million.

The company ended the quarter with $425.9 million of available
liquidity, comprised of $210.9 million in cash and $215.0
million of undrawn borrowings under its senior credit facility.

Triton PCS, based in Berwyn, Pennsylvania, is an award-winning
wireless carrier providing service in the Southeast.  The
company markets its service under the brand SunCom, a member of
the AT&T Wireless Network. Triton PCS is licensed to operate a
digital wireless network in a contiguous area covering 13.6
million people in Virginia, North Carolina, South Carolina,
northern Georgia, northeastern Tennessee and southeastern
Kentucky.

For more information on Triton PCS and its products and
services, visit the company's websites at:
http://www.tritonpcs.com and http://www.suncom.com


UNITED AIRLINES: Revenue Passenger Miles Tumble 13.4% in April
--------------------------------------------------------------
United Airlines (OTC Bulletin Board: UALAQ) reported its traffic
results for April 2003. Total scheduled revenue passenger miles
declined in April by 13.4 percent vs. the comparable month in
2002, while the passenger load factor dropped by 0.6 points to
71.4 percent vs. 72.0 percent last year.  Available seat miles
were down by 12.6 percent.

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

United operates more than 1,500 flights a day on a route network
that spans the globe.  News releases and other information about
United may be found at the company's Web site at  
http://www.united.com

United Airlines' 10.670% bonds due 2004 (UAL04USR1) are trading
at about 7 cents-on-the-dollar, DebtTraders reports. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=UAL04USR1for  
real-time bond pricing.


US STEEL: Increased Fin'l Risk Prompts S&P to Cut Rating to BB-
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on integrated steel producer United States Steel Corp. to
'BB-' from 'BB' based on concerns about the firm's increased
financial risk.

Standard & Poor's said that it has removed its ratings on
Pittsburgh, Pennsylvania-based United States Steel from
CreditWatch, where they were placed with negative implications
on Jan. 9, 2003. The current outlook is negative. The company
had about $1.7 billion in lease-adjusted debt at March 31, 2003.

At the same time, Standard & Poor's said it has assigned its
'BB-' rating to United States Steel Corp.'s proposed $350
million senior notes due 2010.

"The rating actions reflect U.S. Steel's heightened financial
risk resulting from increases in its debt levels and substantial
legacy liabilities as well as continued weakness in the steel
industry" said Standard & Poor's credit analyst Paul Vastola.

Standard & Poor's said that its ratings on United States Steel
reflect the company's aggressive financial leverage--including
its underfunded postretirement benefit obligations--and
challenging market conditions, which overshadow its fair
liquidity and its improved market share and cost position. The
company also benefits from a product mix that is more 7diverse
than that of its competitors.


U.S. UNWIRED: Will Publish First-Quarter 2003 Results on Thurs.
---------------------------------------------------------------
US Unwired Inc. (OTC Bulletin Board:UNWR) will report its and
IWO Holding's first quarter 2003 results on Thursday, May 15,
2003, after the close of the Nasdaq Stock Market. US Unwired
will provide an online Web simulcast of its first quarter of
2003 earnings conference call on Friday, May 16, 2003. During
this call, management will review US Unwired's financial and
operational results for the first quarter ended March 31, 2003.

The live broadcast of US Unwired's conference call will begin at
11:00 a.m. Eastern Time on May 16, 2003. An online replay will
be available approximately one hour following the conclusion of
the live broadcast and will continue through May 31, 2003. Links
to these events can be found at the Company's Web site at
http://www.usunwired.com If Internet access is unavailable,  
investors and other interested parties may listen to the
teleconference by calling 888-694-4502. The teleconference will
be available for replay until May 23, 2003, by calling 973-341-
3080, and entering 3895707 when prompted for the pin number.

US Unwired Inc., headquartered in Lake Charles, La., holds
direct or indirect ownership interests in five PCS affiliates of
Sprint: Louisiana Unwired, Texas Unwired, Georgia PCS, IWO
Holdings and Gulf Coast Wireless. Through Louisiana Unwired,
Texas Unwired, Georgia PCS and IWO Holdings, US Unwired is
authorized to build, operate and manage wireless mobility
communications network products and services under the Sprint
brand name in 67 markets, currently serving over 500,000 PCS
customers. US Unwired's PCS territory includes portions of
Alabama, Arkansas, Florida, Georgia, Louisiana, Mississippi,
Oklahoma, Tennessee, Texas, Massachusetts, New Hampshire, New
York, Pennsylvania, and Vermont. In addition, US Unwired
provides cellular and paging service in southwest Louisiana. For
more information on US Unwired and its products and services,
visit the company's Web site at http://www.usunwired.com US  
Unwired is traded on the OTC Bulletin Board under the symbol
"UNWR".

As reported in Troubled Company Reporter's April 17, 2003
edition, Standard & Poor's Ratings Services placed its 'CCC'
corporate credit rating and other ratings on Sprint PCS
affiliate US Unwired Inc., on CreditWatch with negative
implications. At the same time, the ratings on US Unwired
subsidiary IWO Holdings Inc. were lowered and also placed on
CreditWatch with negative implications.

The rating actions were based on the companies' dwindling
liquidity and bank covenant compliance problems. The auditors
for US Unwired and IWO have also expressed substantial doubt
about the companies' abilities to continue as going concerns.
Standard & Poor's is concerned about the rising likelihood of
balance sheet restructurings that result in bond holders
receiving less than accreted par value, or bankruptcy filings.

Both US Unwired and IWO expect to be in violation of covenants
on their bank credit facilities in 2003 and could lose access to
these sources of liquidity. Without additional bank borrowing,
IWO will have insufficient cash to continue the network buildout
required under its agreement with Sprint PCS and could be
declared in default on the agreement. In an attempt to maintain
liquidity, IWO is discussing a financial restructuring plan with
its bank lenders and noteholders.


VISUAL DATA CORP: Completes Three-Part Financing Transaction
------------------------------------------------------------
Visual Data Corporation (Nasdaq: VDAT) has completed a three
part financing transaction with a private investor that will
result in additional funding to the Company of $1,950,000, of
which $950,000 is available immediately and $1,000,000 will be
restricted. In addition, the Company restructured $1,050,000 of
short-term debt.

As part of the transaction, the Company restructured a presently
outstanding promissory note of $1,050,000 held by Frederick
DeLuca, which amount will be included in a new three-year
$3,000,000 promissory note, payable in interest only, on a
quarterly basis at a rate of 5.25%. Visual Data will immediately
receive a total of $950,000 in new funding from the transaction
of which $600,000 has already been received. The remaining
$1,000,000 from the new note issued will be deposited into an
escrow account and will be available to the Company at the
discretion of Mr. DeLuca.

In addition, 140,000 shares of Series A-8 Company Preferred
Stock are to be issued to Mr. DeLuca in accordance with the
transaction. Moreover, an additional 110,000 shares of Series A-
8 Company Preferred Stock are to be issued in exchange for
approximately 2.2 million shares of common stock presently held
by Mr. DeLuca. The Series A-8 Preferred Stock has a conversion
ratio of 20 shares of common for each share of preferred and
bears no interest or dividend.

Approximately $450,000 of the $600,000 advance payment has been
used to settle over $1.3 million in obligations of the Company,
which includes leases, notes and other payables. Additionally,
the new financing transaction will effectively convert the
$1,050,000 outstanding on the prior promissory note from short-
term debt to long-term debt. The net effect of the financing
transaction and the settlement of the debts and other
obligations will have a positive effect on the Company's balance
sheet and substantially reduce the Company's monthly debt
service.

Visual Data Corporation -- http://www.vdat.com-- is a business  
services provider, specializing in meeting the webcasting needs
of corporations, government agencies and a wide range of
organizations, as well as providing audio and video transport
and collaboration services for the entertainment, advertising
and public relations industries.


WESTAR ENERGY: Board Declares Quarterly Preferred Share Dividend
----------------------------------------------------------------
The Westar Energy, Inc. (NYSE:WR) Board of Directors declared a
second-quarter dividend of 19 cents per share payable July 1,
2003, on the company's common stock. The board also declared
regular quarterly dividends on the company's 4.25 percent, 4.5
percent and 5 percent series preferred stocks payable July 1,
2003.

The dividends are payable to shareholders of record as of
June 9, 2003.

Westar Energy, Inc. (NYSE:WR) is the largest electric utility in
Kansas and owns interests in monitored security and other
investments. Westar Energy provides electric service to about
647,000 customers in the state. Westar Energy has nearly 6,000
megawatts of electric generation capacity and operates and
coordinates more than 36,600 miles of electric distribution and
transmission lines. The company has total assets of
approximately $6.4 billion, including security company holdings
through ownership of Protection One, Inc. (NYSE:POI) and
Protection One Europe, which have approximately 1.1 million
security customers. Through its ownership in ONEOK, Inc.
(NYSE:OKE), a Tulsa, Okla.-based natural gas company, Westar
Energy has a 27.4 percent interest in one of the largest natural
gas distribution companies in the nation, serving more than 1.4
million customers.

For more information about Westar Energy, visit
http://www.wr.com

                        *     *     *

As reported in Troubled Company Reporter's April 2, 2003
edition, Standard & Poor's Ratings Services said that its
ratings on Westar Energy Inc. (BB+/Developing/--) and subsidiary
Kansas Gas & Electric Co. (BB+/Developing/--) would not be
affected by the company's announcement of an annual loss of
$793.4 million in 2002. The bulk of this charge had already been
recorded in the first quarter of 2002 and relates to valuation
adjustments for the impairment of goodwill and other intangible
assets associated with 88%-owned Protection One Alarm Monitoring
Inc., Westar Energy's monitored security business.

The credit outlook is developing, indicating that ratings may be
raised, lowered, or affirmed. Upward ratings potential is solely
related to the Kansas Corporation Commission's approval of
Westar Energy's plan to reduce its onerous debt burden and
become a pure-play utility, as well as successful implementation
of Westar Energy's proposed transactions. Downside ratings
momentum recognizes the company's frail financial condition
coupled with execution risk of the plan, including possible KCC
rejection of the plan.


WHEREHOUSE: Wants to Stretch Plan Exclusivity through August 19
---------------------------------------------------------------
Wherehouse Entertainment, Inc., and its debtor-affiliates asks
the U.S. Bankruptcy Court for the District of Delaware to give
them more time to prepare and file a chapter 11 plan.  The
Debtors tell the Court that they need until August 19, 2003 to
file their plan of reorganization and until October 28, 2003 to
solicit acceptances of that plan from their creditors.  The
company wants to maintain its exclusive right to do so under 11
U.S.C. Sec. 1121(d). The Debtors assert that their progress in
these cases warrants an extension of the exclusive periods.

Since the commencement of these cases, the majority of the
Debtors' time and efforts have been devoted to a massive
operational restructure and the creation of a business plan for
the restructured enterprise - substantial tasks in cases of this
size and complexity.  To accomplish these tasks, the Debtors
have devoted substantial time to an in-depth analysis of the
Debtors' operations, including the historical and projected
productivity of individual stores Based on the results of this
analysis and the Debtors' evaluation of market and industry
trends, the Debtors developed a business plan projecting cash
flow requirements through fiscal year end, which formed the
basis for the budgets on which the Debtors' post petition
financing facility is based.  The Debtors add that they are well
underway in their efforts to implement key components of this
plan.

In addition, the Debtors have made significant progress in
stabilizing their business operations and transitioning to
operations in chapter 11 through:
     
     a) the implementation of the various forms of relief
        granted by this Court on the Petition Date to allow the
        Debtors to maintain business as usual to the fullest
        extent possible;

     b) the retention of professionals and consultants necessary
        to the Debtors' reorganization efforts in addition to
        counsel;

     c) the negotiation and documentation of the DIP Facility,
        which is being submitted for approval concurrently with
        this motion;

     d) the negotiation and approval of a key employee retention
        program to stabilize the Debtors' workforce; and

     e) the completion of the complex and time-consuming process
        of preparing and filing the Debtors' Schedules.

Wherehouse Entertainment, Inc., sells prerecorded music,
videocassettes, DVDs, video games, personal electronics, blank
audio cassettes and videocassettes, and accessories. The Company
filed for chapter 11 protection on January 20, 2003, (Bankr.
Del. Case No. 03-10224). Mark D. Collins, Esq., and Paul Noble
Heath, Esq., at Richards Layton & Finger represent the Debtors
in their restructuring efforts.  When the Company filed for
protection from its creditors, it listed $227,957,000 in total
assets and $222,530,000 in total debts.


WORLDCOM INC: Wants Nod for Proposed Solicitation Procedures
------------------------------------------------------------
Pursuant to Sections 105, 502, 1125, 1126, and 1128 of the
Bankruptcy Code and Rules 2002, 3017, 3018, and 3020 of the
Federal Rules of Bankruptcy Procedure, Worldcom Inc., and its
debtor-affiliates seek a Court order:

      (i) fixing a record date;

     (ii) approving the Solicitation Packages and procedures for
          distribution;

    (iii) approving the forms of ballots and establishing
          procedures for voting on the Plan; and

     (iv) scheduling a hearing and establishing notice and
          objection procedures in respect of confirmation of the
          Plan.

                     Fixing A Record Date

Marcia L. Goldstein, Esq., at Weil Gotshal & Manges LLP, in New
York, informs the Court that the record date is typically the
date an order approving the disclosure statement is entered.
Nevertheless, to set a record date, the record holders of the
Debtors' securities need advance notice to enable those
responsible for assembling ownership lists of the Debtors'
public securities to compile a list of holders as of a certain
date. Accurate lists often cannot be prepared retroactively as
to ownership on a prior date.  Accordingly, the Debtors ask the
Court to exercise its power under Section 105(a) of the
Bankruptcy Code to establish the 4th business day after entry of
the proposed order granting this request as the record date for
purposes of determining the creditors that are entitled to vote
on the Plan or, in the case of non-voting classes, for purposes
of determining the creditors and interest holders to receive
certain non-voting materials.

         Solicitation Packages and Distribution Procedures

After the Court has approved the Proposed Disclosure Statement
as containing adequate information required by Section 1125 of
the Bankruptcy Code, the Debtors will distribute solicitation
packages containing copies of:

      (i) the Proposed Order;

     (ii) the Confirmation Hearing Notice;

    (iii) either a Ballot and Master Ballot together with a
          return envelope and the Disclosure Statement, or a
          Notice of Non-Voting Status, as applicable; and

     (iv) any other materials as the Court may direct.

The Debtors expect that they will be able to complete
distribution of the Solicitation Packages no later than the date
that is 15 days after the entry of the Proposed Order to:

      (i) all persons or entities identified in the Debtors'
          schedules of liabilities filed, and all amendments and
          modifications thereto, through and including the
          Record Date as holding liquidated, non-contingent, and
          undisputed claims, in an amount greater than zero;

     (ii) all parties having filed proofs of claims in an amount
          greater than zero or notices of transfer of claims in
          the Debtors' Chapter 11 cases;

    (iii) the registered holders of the Debtors' debt and equity
          securities as of the Record Date; and

     (iv) any other known holders of claims against or equity
          interests in the Debtors as of the Record Date.

In addition, the Debtors will distribute by the Solicitation
Date the Proposed Order, the Confirmation Hearing Notice, the
Disclosure Statement and any other materials as the Court may
direct to:

      (i) the U.S. Trustee;

     (ii) the attorneys for the Committee;

    (iii) attorneys for the Debtors' postpetition lenders;

     (iv) the Securities and Exchange Commission;

      (v) the Internal Revenue Service; and

     (vi) all parties that the Debtors are required to serve
          pursuant to this Court's Order, dated December 23,
          2002, establishing notice procedures in these Chapter
          11 cases.

Consistent with Sections 1126(f) and (g) of the Bankruptcy Code
and Bankruptcy Rule 3017(d), Ms. Goldstein relates that
Solicitation Packages for holders of claims against or equity
interests in the Debtors within a class under the Plan that is
deemed to accept or reject the Plan will not include a Ballot.
In addition, the Debtors ask the Court to determine that they
are not required to distribute copies of the Plan or Disclosure
Statement to any holder of a claim against or equity interest in
the Debtors within a class under the Plan that is deemed to
accept or reject the Plan, unless this party makes a specific
request in writing.  The Debtors also propose that Solicitation
Packages not be sent to creditors who have timely filed proofs
of claim for amounts less than or equal to the amounts scheduled
for these claims by the Debtors if the claims have already been
paid in the full scheduled amount; provided, however, if, and to
the extent that, any creditor would be entitled to receive a
Solicitation Package for any reason other than by virtue of the
fact that its claim had been scheduled by the Debtors, the
creditor will be sent a Solicitation Package in accordance with
these procedures.

The Debtors anticipate that some notices of the Disclosure
Statement Hearing may be returned by the United States Postal
Service as undeliverable.  The Debtors believe that it would be
costly and wasteful to distribute Solicitation Packages to the
same addresses to which undeliverable Disclosure Statement
Hearing Notices were distributed.  Therefore, the Debtors seek
the Court's approval for a departure from the strict notice
rule, excusing the Debtors from distributing Solicitation
Packages to those entities listed at these addresses unless they
are provided with accurate addresses for these entities before
the Solicitation Date.

              Forms of Ballots and Master Ballots

Ms. Goldstein relates that the Debtors will distribute to
certain creditors one or more Ballots based on Official Form No.
14, but have been modified to address the particular aspects of
these Chapter 11 cases and to include certain additional
information that are relevant and appropriate for each class of
claims that is entitled to vote to accept or reject the Plan.  
The appropriate Ballot forms will be distributed to holders of
claims in Class 2 Secured Tax Claims, Class 4 Convenience
Claims, Class 5 WorldCom Senior Debt Claims, Class 6 WorldCom
General Unsecured Claims, Class 9 MCIC Senior Debt Claims, Class
11 Intermedia Senior Debt Claims, Class 12 Intermedia General
Unsecured Claims, and Class 13 Intermedia Subordinated Debt
Claims.  All other classes are either unimpaired and
conclusively presumed to have accepted the Plan, or will receive
no distribution and are deemed to have rejected the plan.

Specifically, with respect to the Ballots that will be sent to
holders of claims in Classes 5, 9, 11, and 13, the Debtors will
deliver Ballots to record holders of such claims, including,
without limitation, brokers, banks, dealers, or other agents or
nominees.  Each Voting Nominee would be entitled to receive
reasonably sufficient numbers of Solicitation Packages to
distribute to the beneficial owners of the claims for whom the
Voting Nominee acts, and the Debtors will be responsible for
each Voting Nominee's reasonable, actual, and necessary out-of-
pocket expenses associated with the distribution of the
Solicitation Packages to the beneficial owners of these claims
and tabulation of the Ballots.

According to Ms. Goldstein, a Voting Nominee has two options
with respect to voting.  Under the first option, the Voting
Nominee will forward the Solicitation Package to each beneficial
owner of the debt securities entitled to vote on the Plan for
voting and include a return envelope provided by and addressed
to the Voting Nominee so that the beneficial owner may return
the completed beneficial owner ballot to the Voting Nominee.  
The Voting Nominee will then summarize the individual votes of
its beneficial owners from their beneficial owner Ballots on the
appropriate master ballot and then return the Master Ballot to
the Debtors' solicitation and tabulation agent.

Under the second option, if the Voting Nominee elects to "pre-
validate" Ballots:

  A. the Voting Nominee will forward the Solicitation Package or
     copies thereof to the beneficial owner within five business
     days of the receipt by the Voting Nominee of the
     Solicitation Package;

  B. to "pre-validate" a ballot, the Voting Nominee should
     complete and execute the Ballot and indicate on the Ballot
     the name of the registered holder, the amount of securities
     held by the Voting Nominee for the beneficial owner and the
     account number(s) for the account(s) in which the
     securities are held by the Voting Nominee; and

  C. the beneficial owner will return the pre-validated Ballot
     to the Debtors' solicitation and tabulation agent by the
     Voting Deadline.

These procedures adequately recognize the complex structure of
the securities industry, enable the Debtors to transmit
materials to the holders of their publicly traded securities,
and afford beneficial owners of the Voting Securities a fair and
reasonable opportunity to vote.

The Debtors anticipate commencing the solicitation period within
15 days after the entry of the Proposed Order.  Based on this
schedule, the Debtors propose that in order to be counted as a
vote to accept or reject the Plan, each Ballot must be properly
executed, completed, and delivered to the Debtors' solicitation
and tabulation agent so as to be received by the Debtors'
solicitation and tabulation agent no later than 4:00 p.m.
(Eastern Time) on the date that is 12 days prior to the date of
the Confirmation Hearing, which is 60 days after the
Solicitation Date.  The Debtors submit that the solicitation
period is a sufficient period within which creditors can make an
informed decision to accept or reject the Plan.

The Debtors propose that each holder of a claim within a class
of claims entitled to vote to accept or reject the Plan be
entitled to vote the amount of the claim as set forth in the
Schedules unless the holder has timely filed a proof of claim,
in which event the holder would be entitled to vote the amount
of claim as set forth in this proof of claim.  This general
procedure will be subject to these exceptions:

  A. If a claim is deemed allowed under the Plan, the claim is
     allowed for voting purposes in the deemed allowed amount
     set forth in the Plan;

  B. If a claim for which a proof of claim has been timely filed
     is, by its terms, contingent, unliquidated, or disputed,
     the Debtors propose that such claim be temporarily allowed
     for voting purposes only, and not for purposes of allowance
     or distribution, at $1;

  C. If a claim has been estimated or otherwise allowed for
     voting purposes by Court order, the claim is temporarily
     allowed in the amount so estimated or allowed by the Court
     for voting purposes only, and not for purposes of allowance
     or distribution;

  D. If a claim is listed in the Schedules as contingent,
     unliquidated, or disputed and a proof of claim was not:

      (i) filed by the applicable bar date for the filing of
          proofs of claim established by the Court, or

     (ii) deemed timely filed by a Court order prior to the
          Voting Deadline, unless the Debtors have consented
          in writing,

     the Debtors propose that the claim be disallowed for
     voting purposes and for purposes of allowance and
     distribution; and

  E. If the Debtors have served an objection to a claim at least
     20 days before the Voting Deadline, the Debtors propose
     that the claim be temporarily disallowed for voting
     purposes only and not for purposes of allowance or
     distribution, except to the extent and in the manner as may
     be set forth in the objection.

Ms. Goldstein believes that these procedures provide for a fair
and equitable voting process.  If any creditor seeks to
challenge the allowance of its claim for voting purposes in
accordance with these procedures, the Debtors ask the Court to
direct the creditor to serve on the Debtors and file with the
Court a motion for an order pursuant to Bankruptcy Rule 3018(a)
temporarily allowing the claim in a different amount for
purposes of voting to accept or reject the Plan on or before the
10th day after the later of the date of service of the
Confirmation Hearing Notice and the date of service of notice of
an objection, if any, to the claim.  The Debtors further propose
that as to any creditor filing this motion, the creditor's
Ballot should not be counted unless temporarily allowed by the
Court for voting purposes, after notice and a hearing.

The Debtors also request that:

   (i) whenever a creditor casts more than one Ballot or Master
       Ballot voting the same claim(s) before the Voting
       Deadline, the last Ballot or Master Ballot received
       before the Voting Deadline be deemed to reflect the
       voter's intent and, thus, to supersede any prior Ballots
       or Master Ballots; and

  (ii) creditors must vote all of their claims within a
       particular class under the Plan, whether or not these
       claims are asserted against the same or multiple Debtors,
       either to accept or reject the Plan and may not split
       their votes, and thus a Ballot that partially rejects and
       partially accepts the Plan will not be counted.

The Debtors further propose that these Ballots not be counted or
considered for any purpose in determining whether the Plan has
been accepted or rejected:

    (i) any Ballot that is properly completed, executed, and
        timely returned to the solicitation and tabulation
        agent, but does not indicate an acceptance or rejection
        of the Plan, or that indicates both an acceptance and
        rejection of the Plan;

   (ii) any Ballot received after the Voting Deadline unless the
        Debtors will have granted in writing an extension of the
        Voting Deadline with respect to the Ballot;

  (iii) any Ballot that is illegible or contains insufficient
        information to permit the identification of the
        claimant;

   (iv) any Ballot cast by a person or entity that does not hold
        a claim in a class that is entitled to vote to accept or
        reject the Plan;

    (v) any Ballot cast for a claim scheduled as unliquidated,
        contingent, or disputed for which no proof of claim was
        timely filed;

   (vi) any unsigned Ballot; and

  (vii) any Ballot transmitted to the Debtors' solicitation and
        tabulation agent by facsimile or other electronic means.

With respect to the tabulation of Master Ballots and Ballots
cast by Voting Nominees and beneficial owners, for purposes of
voting, Ms. Goldstein states that the amount that will be used
to tabulate acceptance or rejection of the Plan will be the
principal amount held as of the Record Date.  These additional
rules will apply to the tabulation of Master Ballots and Ballots
cast by Voting Nominees and beneficial owners:

  A. Votes cast by beneficial owners through a Voting Nominee
     will be applied against the positions held by these
     entities in the applicable security as of the Record Date,
     as evidenced by the record and depository listings.  Votes
     submitted by a Voting Nominee, whether pursuant to a Master
     Ballot or pre-validated Ballots, will not be counted in
     excess of the Record Amount of such securities held by the
     Voting Nominee.

  B. To the extent that conflicting votes or "overvotes" are
     submitted by a Voting Nominee, whether pursuant to a
     Master Ballot or pre-validated Ballots, the Debtors'
     solicitation and tabulation agent will attempt to reconcile
     discrepancies with the Voting Nominees.

  C. To the extent that overvotes on a Master Ballot or pre-
     validated Ballots are not reconcilable prior to the
     preparation of the vote certification, the Debtors'
     solicitation and tabulation agent will apply the votes to
     accept and to reject the Plan in the same proportion as the
     votes to accept and reject the Plan submitted on the Master
     Ballot or pre-validated Ballots that contained the
     overvote, but only to the extent of the Voting Nominee's
     position in the applicable security.

  E. For purposes of tabulating votes, each Voting Nominee or
     beneficial owner will be deemed to have voted the principal
     amount of its Claim relating to this security.

                  Notice and Objection Procedures

In accordance with Bankruptcy Rule 3017(c) and in view of the
Debtors' proposed solicitation schedule, the Debtors request
that a hearing on confirmation of the Plan be scheduled, subject
to the Court's calendar, on a date that is not less than 85 days
from the date of entry of the Proposed Order.  The Confirmation
Hearing may be continued from time to time by the Court or the
Debtors without further notice other than adjournments announced
in open court.  The proposed timing for the Confirmation Hearing
is in compliance with the Bankruptcy Code, the Bankruptcy Rules,
and the Local Rules, and will enable the Debtors to pursue
confirmation of the Plan in a timely fashion.

In accordance with Bankruptcy Rules 2002 and 3017(d), the
Debtors propose to provide to all creditors and equity security
holders a Confirmation Hearing Notice, setting forth:

    (i) the date of approval of the Proposed Disclosure
        Statement;

   (ii) the Record Date;

  (iii) the deadline for the submission of Ballots to accept or
        reject the Plan;

   (iv) the time fixed for filing objections to confirmation of
        the Plan; and

    (v) the time, date, and place for the Confirmation Hearing.

In addition to mailing the Confirmation Hearing Notice, the
Debtors will publish the Confirmation Hearing Notice, not less
than 25 days before the deadline to file objections to
confirmation of the Plan, in The Wall Street Journal (National
Edition), The New York Times (National Edition), The Washington
Post (National Edition), and The Clarion-Ledger.  Additionally,
the Debtors will publish the Confirmation Hearing Notice
electronically on the independent website authorized by the Case
Management Order, http://www.elawforWorldCom.com The Debtors
believe that publication of the Confirmation Hearing Notice will
provide sufficient notice of the approval of the Proposed
Disclosure Statement, the Record Date, the Voting Deadline, the
time fixed for filing objections to confirmation of the Plan,
and the time, date, and place of the Confirmation Hearing to
persons who do not otherwise receive notice by mail as provided
for in the Proposed Order.

The Confirmation Hearing Notice provides, and the Debtors ask
the Court to direct that, objections to confirmation of the Plan
or proposed modifications to the Plan, if any, must:

      (i) be in writing,

     (ii) state the name and address of the objecting party and
          the amount and nature of the claim or interest of the
          party,

    (iii) state with particularity the basis and nature of any
          objection to the Plan, and

     (iv) be filed, together with proof of service, with the
          Court and served so that they are received no later
          than 4:00 p.m. (Eastern Time), on the date that is 10
          days prior to the date of the Confirmation Hearing.

Ms. Goldstein contends that the timing for filing and service of
objections and proposed modifications, if any, will afford the
Court, the Debtors, and other parties-in-interest sufficient
time to consider the objections and proposed modifications prior
to the Confirmation Hearing. (Worldcom Bankruptcy News, Issue
No. 27; Bankruptcy Creditors' Service, Inc., 609/392-0900)   

Worldcom Inc.'s 8.000% bonds due 2006 (WCOE06USR2) are trading
at about 28 cents-on-the-dollar, DebtTraders reports. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=WCOE06USR2
for real-time bond pricing.


XM SATELLITE: Red Ink Continues to Flow in First Quarter 2003
-------------------------------------------------------------
XM Satellite Radio Holdings Inc. (Nasdaq: XMSR) reported
financial and operating results for the first quarter ended
March 31, 2003.  XM reports 483,075 subscribers as of March 31,
2003.  This represented a net subscriber addition of 135,916 for
the first quarter; a 39 percent increase from the fourth quarter
2002 and six times the subscribers from the first quarter of
2002.  In April 2003, XM surpassed the half-million subscriber
mark, commencing the Company's March To A Million subscribers
campaign.

         First Quarter Financial and Operating Results

For the first quarter of 2003, XM recognized revenue of $13.1
million, an increase of $11.3 million when compared to $1.8
million of revenue in the first quarter of 2002.  EBITDA loss
for the quarter was $63.3 million, an improvement of $12.1
million as compared with $75.4 million in the first
quarter of 2002.

For the first quarter 2003, the consolidated net loss available
to common shareholders was $124 million, or $1.26 per share (on
weighted average shares of 98.7 million), as compared to $117.7
million, or $1.56 per share (on weighted average shares of 75.2
million), for the first quarter of 2002.

XM continues to make progress towards cash flow breakeven while
ramping subscribers, reducing costs and achieving operational
milestones.  Cost Per Gross Addition for the first quarter 2003
was $156 per subscriber, driven in part by seasonally lower
marketing expenses.  CPGA for the first and fourth quarters of
2002 was $875 and $240, respectively.  During the first quarter
2003, XM incurred an average subscriber acquisition cost of $74.
This compares to an average SAC of $127 for first quarter 2002
and $96 in the fourth quarter 2002.

At the end of the first quarter 2003, the Company had cash on
hand of approximately $194 million, excluding restricted cash,
and approximately $122 million of undrawn credit and equity
funding facilities from General Motors, resulting in an
aggregate liquidity position of $316 million.

   XM Eliminates $137 Million of Debt and Preferred Stock
    and Raises Additional $50 Million in Equity Proceeds

Since the first of the year, the Company completed several
privately negotiated de-leveraging transactions reducing XM's
debt and preferred stock by approximately $137 million in
principal amount at maturity (the accreted value of the
liabilities eliminated is approximately $108 million).  These
debt and preferred stock transactions eliminate approximately
$212 million in total future principal, interest, dividends and
liquidation preference amounts due over the life of the
securities.  In addition, warrants to purchase 3.7 million
shares of XM stock at $3.18 per share were eliminated in similar
transactions.

During the first quarter and in April 2003, XM also raised
approximately $50 million in cash proceeds under its Direct
Stock Purchase Plan (DSPP), and used approximately $17 million
in connection with these de-leveraging transactions.

As a result of the various transactions described above, the
Company increased its net cash on hand by an additional $33
million in cash, eliminated $137 million face amount at maturity
of its debt, preferred stock, and warrants, some portion of
which were convertible into approximately 5.9 million shares,
and increased the Company's total outstanding common stock to
approximately 120 million shares.

              XM Expands OEM Distribution Channel

The Company achieved another significant subscriber milestone in
the quarter when, working collaboratively with GM, XM surpassed
the 100,000 GM subscriber mark where XM radios are factory
installed in the new car.  The XM OEM distribution channel
continues to grow beyond GM to include manufacturers such as
Honda, Acura, Audi, Toyota and Infiniti.  Across the 2003 and
2004 model years, XM will be available in 15 automobile brands
spanning over 70 vehicle models.

Acura, a division of American Honda Motor Co. -- a strategic
investor in XM, announced that both the 2004 Acura TL and RL
would include XM Radio as a factory-installed standard feature.  
The 2004 Acura RL debuted recently as the first luxury sedan to
feature XM as standard equipment.

Toyota announced that XM Radio would be offered as a dealer-
installed option on Toyota's all-new 2004 Camry Solara coupe,
which will begin arriving in U.S. showrooms during the summer.
Toyota has previously announced it will offer XM in its new
youth oriented Scion brand.  The Camry Solara coupe represents
the first mainstream Toyota-branded model to move forward with
XM.

Finally, Audi also announced that, beginning in the summer, it
would offer XM as an option on a wide range of 2004 models,
including the A4, S4, A6, the A8L and the allroad quattro.  This
XM product offering by Audi is particularly significant in that
these award winning cars will arrive at the dealer with a
factory-installed satellite-ready "head unit" and satellite
radio antenna; the dealer will then "snap-in" the XM receiver
on-site.

                   Wal-Mart Roll-out End of May

XM continues to expand its aftermarket distribution network to
include 2,100 Wal-Mart stores across the country that will sell
the complete line of Delphi XM SKYFi radios.  This roll-out is
expected to be completed by the end of May, as Wal-Mart outfits
its automotive sales and home electronics departments with XM
displays and stocks XM products across the nation.  XM product
availability at the world's largest retailer significantly
expands the Company's existing national retail network of Best
Buy, Circuit City and other regional and independent electronics
outlets.

                        XM Family Plan

XM's Family Plan has already generated positive results from
both current and new subscribers.  To date, approximately 5,000
new radios have been activated under the XM Family Plan at a
monthly rate of $6.99.  A recent survey conducted on XM's behalf
by Greystone Communications reported that 58 percent of XM
subscribers are likely to purchase an additional XM subscription
under the Family Plan.

           XM Introduces New Product for the PC Market

In pursuit of the Company's "XM Everywhere" goal, XM has just
introduced XM PCR, the first satellite radio product allowing
any personal computer or laptop to be transformed into an XM
radio receiver.  XM PCR, with a suggested retail price of
$69.95, is the perfect "music and news companion" for the PC
user in the home or at the office.  With its unique features and
advanced functionality, XM PCR listeners can experience our rich
programming content in digital quality sound without the
buffering delays, reduced PC processing speed and heavy
bandwidth requirements which characterize the Internet-
delivered radio and music marketplace.

XM PCR is available for direct purchase from the online retailer
PC Connection through XM's Web site at http://xmpcr.xmradio.com

XM is transforming radio with a programming lineup featuring 101
coast-to-coast digital channels: 70 music channels, more than 35
of them commercial-free, from hip hop to opera, classical to
country, bluegrass to blues; and 31 channels of sports, talk,
children's and other entertainment programming. XM's strategic
investors include America's leading car, radio and satellite TV
companies -- General Motors, American Honda Motor Co. Inc.,
Clear Channel Communications and DIRECTV. For more information,
please visit XM's Web site: http://www.xmradio.com

As reported in Troubled Company Reporter's February 3, 2003
edition, Standard & Poor's Ratings Services lowered its
corporate credit ratings on satellite radio provider XM
Satellite Radio Inc., and its parent company XM Satellite Radio
Holdings Inc. (which are analyzed on a consolidated basis) to
'SD' from 'CCC-'.

At the same time, Standard & Poor's lowered its rating on the
company's $325 million 14% senior secured notes due 2010 to 'D'
from 'CCC-'.

These actions follow XM's completion of its exchange offer on
the senior secured notes, at par, for new 14% senior secured
notes due 2009.

All ratings were removed from CreditWatch with negative
implications where they were placed on Nov. 18, 2002.


XML GLOBAL TECH.: Completes Corporate Reorganization Program
------------------------------------------------------------
XML Global Technologies, Inc. (OTC BB: XMLG), a developer of XML
middleware, has completed its reorganization. XML Global is
focusing on marketing its GoXML Transform product, which has
enjoyed the broadest market acceptance to date. The clear focus
on GoXML Transform has allowed XML Global to significantly
reduce its overhead. Following the reorganization, the number of
staff has decreased by over 75% from 38 to eight employees, with
a commensurate decline in operating expenses.

Key employees include Garry Kupecz who, as Chief Operating
Officer, will manage day-to-day operations of the Company and
relationships with our sales agents in the UK, US and Asia.
Garry's previous position at XML Global was as Director of Sales
Engineering. The team also includes the development and
quality assurance team who were instrumental in building the
current release of GoXML Transform. All of the development and
product efforts will be focused on completing an updated version
of GoXML Transform, with a beta release expected by June 1,
2003. XML Global plans to license rights to GoXML Registry
and GoXML Messaging to third parties.

Sheldon Drobny, Chairman of the Paradigm Group, which continues
to support XML Global financially, expressed his enthusiasm and
his continued commitment to the Company's future. "This focus on
GoXML Transform is necessary for XML Global to turn the corner,
achieve profitability and assure its financial success."

The Paradigm Group II, LLC is a private investment firm, which
originates, structures and acts as an equity investor in growth
capital financing, priding itself on its value-added investment
strategies, frequently facilitating strategic relationships for
its portfolio companies. These financings include, but are not
limited to, private or venture financing, bridge loans, and
public equity financing. The Paradigm Group has invested over
100 million dollars of equity in approximately 70 corporate
transactions. This fund will invest primarily in the public
equity markets and Paradigm will utilize its vast resources to
aid in helping portfolio companies achieve their personal
financial goals. Paradigm conducts its investment activities
through strategic investors as well as its relationships. For
more information visit http://www.paradigmventure.com

XML Global Technologies, Inc. is an XML middleware company
focused on providing a methodical approach to the adoption of
XML-based solutions. The Company's GoXML(TM) Transform product
line provides an intuitive, modular solution for integration of
structured data. Its powerful transformation engine links XML to
traditional data formats, like relational and EDI. It also
transforms data between various XML dialects. Transformation
solutions developed with the XML Integration Workbench can be
deployed to GoXML Transform Enterprise Edition for centralized
management and connectivity to integration platforms, message
queues, and workflow engines. Interfaces for Web Services and
ebXML allow it to plug into popular e business infrastructures.

To find out more about XML Global Technologies (OTCBB: XMLG),
visit http://www.xmlglobal.com

As previously reported, XML Global's independent auditor's
report stated that XML's consolidated financial statements for
the year ending June 30, 2002 have been prepared assuming that
the Company will continue as a going concern. However, the
Company has incurred losses since inception and has an
accumulated deficit. These conditions raise substantial doubt
about its ability to continue as a going concern.

It has incurred costs to design, develop and implement search
engine and electronic commerce applications and to grow its
business. As a result, it has incurred operating losses and
negative cash flows from operations in each quarter since
commencing operations. As of September 30, 2002 the Company had
an accumulated deficit of $12,860,900.

At September 30, 2002 XML's cash funds are insufficient to fund
operations through the end of fiscal 2003 based on historical
operating performance. In order for the Company to maintain its
operations it will have to seek additional funding, generate
additional sales or reduce its operating expenses, or some
combination of these. At current and planned expenditure rates,
taking into consideration cash received from the first part of
the Paradigm financing, current reserves are sufficient to fund
operations only through December 2002.


*BOOK REVIEW: The First Junk Bond: A Story of Corporate Boom
              and Bust
----------------------------------------------------------------
Author:     Harlan D. Platt
Publisher:  Beard Books
Softcover:  236 pages
List Price: $34.95
Review by Gail Owens Hoelscher

Order your personal copy today and one for a colleague at
http://www.amazon.com/exec/obidos/ASIN/1563242753/internetbankrupt

Only one in ten failed businesses is equal to the task of
reorganizing itself and satisfying its prior debts in some
fashion. This engrossing book follows the extraordinary journey
of Texas International, Inc (known by its New York Stock
Exchange stock symbol, TEI), through its corporate growth and
decline, debt exchange offers, and corporate renaissance as
Phoenix Resource Companies, Inc. As Harlan Platt puts it, TEI
"flourished for a brief luminous moment but then crashed to
earth and was consumed." TEI's story features attention-grabbing
characters, petroleum exploration innovations, financial
innovations, and lots of risk taking.  

The First Junk Bond was originally published in 1994 and
received solidly favorable reviews. The then-managing director
of High Yield Securities Research and Economics for Merrill
Lynch said that the book "is a richly detailed case study. Platt
integrates corporate history, industry fundamentals, financial
analysis and bankruptcy law on a scale that has rarely, if ever,
been attempted." A retired U.S. Bankruptcy Court judge noted,
"(i)t should appeal as supplementary reading to students in both
business schools and law schools. Even those who practice.in the
areas of business law, accounting and investments can obtain a
greater understanding and perspective of their professional
expertise."

"TEI's saga is noteworthy because of the company's resilience
and ingenuity in coping with the changing environment of the
1980s, its execution of innovative corporate strategies that
were widely imitated and its extraordinary trading history,"
says the author. TEI issued the first junk bond. In 1986 it
achieved the largest percentage gain on the NYSE, and in 1987
suffered the largest percentage loss. It issued one of the first
bonds secured by a physical commodity and then later issued one
of the first PIK (payment in kind) bonds. It was one of the
first vulture investors, to be targeted by vulture investors
later on. Its president was involved in an insider trading
scandal. It innovated strip financing. It engaged in several
workouts to sell off operations and raise cash to reduce debt.
It completed three exchange offers that converted debt in to
equity.

In 1977, TEI, primarily an oil production outfit, had had a
reprieve from bankruptcy through Michael Milken's first ever
junk bond. The fresh capital had allowed TEI to acquire a
controlling interest of Phoenix Resources Company, a part of
King Resources Company. TEI purchased creditors' claims against
King that were subsequently converted into stock under the terms
of King's reorganization plan. Only two years later, cash
deficiencies forced Phoenix to sell off its nonenergy
businesses. Vulture investors tried to buy up outstanding TEI
stock. TEI sold off its own nonenergy businesses, and focused on
oil and gas exploration. An enormous oil discovery in Egypt made
the future look grand. The value of TEI stock soared. Somehow,
however, less than two years later, TEI was in bankruptcy. What
a ride!

All told, the book has 63 tables and 32 figures on all aspects
of TEI's rise, fall, and renaissance. Businesspeople will find
especially absorbing the details of how the company's bankruptcy
filing affected various stakeholders, the bankruptcy negotiation
process, and the alternative post-bankruptcy financial
structures that were considered. Those interested in the oil and
gas industry will find the book a primer on the subject, with an
appendix devoted to exploration and drilling, and another on oil
and gas accounting.

Harlan Platt is professor of Finance at Northeastern University.
He is president of 911RISK, Inc., which specializes in
developing analytical models to predict corporate distress.

                          *********

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 ***