TCR_Public/030512.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

               Monday, May 12, 2003, Vol. 7, No. 92

                          Headlines

360NETWORKS: Wants Okay for Stipulation re Manuel Bros.' Claims
ACTERNA: Gets Interim Nod to Continue Cash Management System
AHOLD: S&P Cuts Ratings Due to Large Accounting Irregularities
AHOLD: US Foodservice Forensic Acctg. Investigation Completed
AIR CANADA: Court Okays Credit Card Services Bidding Procedures

AIR CANADA: Recognizes Formation of Ad Hoc Creditors' Committee
ALLEGHENY: S&P Ratchets Corp. Credit Rating Down 2 Notches to B
AMKOR TECHNOLOGY: Closes Offering of 7-3/4% Sr. Notes Due 2013
APPLIED DIGITAL: Commencing Offer of 50-Million Common Shares
ARCH WIRELESS: Working Capital Deficit Narrows to $6MM at Mar 31

ARMSTRONG HOLDINGS: Overview of AWI's Third Amended Reorg. Plan
BASIS100 INC: First-Quarter 2003 EBITDA Enters Positive Zone
BAYOU STEEL: Continues Employing Ordinary Course Professionals
BETHLEHEM STEEL: ISG Completes Purchase of Debtors' Assets
BEVSYSTEMS INT'L: Slashes $1.8M Debt in Final Phases of Workout

BIO-RAD.: S&P Ratchets Corp. Credit Rating Up 2 Notches to BB+
BLUE STRIPE: Fitch Affirms BB 2000-1 Class E Notes Rating
BOOTS & COOTS: Settles Claims Dispute with Checkpoint Business
CABLETEL COMMS: Will Webcast First Quarter Results Tomorrow
CALTON INC: Liquidity Concerns Raise Going Concern Uncertainty

CORRECTIONS CORP: First Quarter 2003 Financials Show Improvement
DAISYTEK INC: Case Summary & Largest Unsecured Creditors
DIRECTV: Unsecured Committee Turns to Pachulski Stang for Advice
EASYLINK SERVICES: George Abi Zeid Acquires 9.59% Equity Stake
DOANE PET CARE: Red Ink Flows in First-Quarter 2003

E-CENTIVES INC: $1 Million Working Capital Deficit at Mar. 31
ELCOM INT'L: Net Capital Nearly Depleted Due to Recurring Losses
ENCOMPASS: Selling Residential Assets to Wellspring for $40-Mil.
ENRON CORP: Examiner & Committee Move for CSFB Oral Examination
FIFTH ERA KNOWLEDGE: Initiates Corp. Restructuring & Name Change

FLEMING COMPANIES: Hiring McAfee & Taft as Corporate Counsel
FLEMING COMPANIES: Will Close Five Grocery Wholesale Divisions
GENERAL CHEMICAL: S&P Assigns Default Ratings & Halts Coverage
GENZYME CORP: Board Approves Proposed Tracking-Stock Elimination
GLIMCHER REALTY: Retenants Additional Vacant Anchor Space

HANOVER COMPRESSOR: Selling California Power Generation Assets
HAWAIIAN AIRLINES: Reaches Aircraft Lease Restructuring Pact
HAYES LEMMERZ: Furnishing Fin'l Info Re $575MM Debt to Lenders
HEALTHSOUTH CORP: Signs-Up PricewaterhouseCoopers as New Auditor
INTERPUBLIC: Accelerated Cost Reduction Initiatives Planned

INTRAWEST: Holding 3d Quarter Earnings Conference Call Tomorrow
J. CREW: S&P Drops Corporate Credit Rating to Selective Default
J. CREW: S&P Assigns CCC Rating to $120MM 16% Sr. Sub. Notes
J. CREW: Reports Better Revenue Results for April 2003
JMAR TECHNOLOGIES: Transfers Share Listing to Nasdaq SmallCap

KEY ENERGY: $150 Million Sen. Unsec. Notes Gets S&P's BB Rating
KLEINERTS INC: Files for Chapter 11 Protection in S.D.N.Y.
MAGELLAN: Shareholders Want Equity Holders Committee Appointed
MEXICANA AIRLINES: Reaches Pacts for Reduction in Labor Costs
MIDLAND REALTY: Fitch Upgrades Ratings on Series 1996-C1 Notes

MONSANTO CO.: Closes $250-Million 5-Year Public Debt Offering
M~WAVE INC: Bank One Agrees to Forbear Until August 31, 2003
NATIONAL CENTURY: Seeks Court Approval for Medshares Claim Sale
NEXTEL PARTNERS: S&P Junks Planned $150M Convertible Sr. Notes
NORSKE SKOG: Prices $150 Mill. Principal Amount of Senior Notes

NVIDIA CORP: Reports Weaker Results for 1st Quarter Fiscal 2004
OHIO CASUALTY: Catastrophe Losses Cause Poorer Financial Results
OMNOVA SOLUTIONS: Expects to Lose Up to $6 Million in Fiscal Q2
OMNOVA SOLUTIONS: Offering $165 Million of Senior Secured Notes
PAXSON COMMS: Prolonged Credit Ratio Weakness Spurs Rating Cuts

PENN TREATY: Look for First-Quarter Results and Form 10-Q Today
PENNEXX FOODS: Defaults on Credit Agreement with Smithfield
PETROLEUM GEO: Will Publish First Quarter 2003 Results Tomorrow
PRIMEDIA INC: Firming-Up Offering of $300 Mill. of Senior Notes
PROVIDENCE HEALTH: AM Best Assigns B++ Financial Strength Rating

QUEBECOR MEDIA: First Quarter Results Enter Positive Territory
REGUS: Serchuck & Zelermyer Serving as Panel's Conflicts Counsel
RELIANT RESOURCES: First Quarter Operating Loss Tops $56 Million
RENT-WAY INC: Plans to Issue $215 Mill. of Senior Secured Notes
REUNION IND.: Changes Shareholder Record Date to May 15

RFS HOTEL: S&P Keeping Watch on Low-B Credit and Debt Ratings
SHELBOURNE PROPERTIES: Sells Indianapolis Joint Venture Property
SILICON GRAPHICS: Will Commence Exchange Offer for 11.75% Notes
SI TECH: Reports Lower Sales Volume for October 2002 Quarter
SPIEGEL INC: April 2003 Net Sales Tumble 31% to $115.6 Million

STARWOOD HOTELS: Selling $300 Million of Convertible Sr. Notes
SWIFT & CO.: Reports Improved Performance for Third Quarter
TENNECO AUTOMOTIVE: Neal Yanos Promoted to SVP and Gen. Manager
TENNECO AUTOMOTIVE: Will Webcast Shareholders' Meeting Tomorrow
UNITED AIRLINES: Court Okays Omnibus Pact with Cendant Affiliate

U.S. INDUSTRIES: Sells Swimming Pool Businesses to Polyair
WARNACO GROUP: Seeks Court Nod for Prologis Dispute Stipulation
WHEREHOUSE: Committee Looks to Ernst & Young for Fin'l Advice
WILD OATS: Elects Anne-Marie Stephens to Board of Directors
WORLDCOM INC: Seeking Approval for Global Crossing Settlement

WORLD HEART CORP: March 31 Balance Sheet Upside-Down by $51 Mil.
XOMA LTD: Will Publish First Quarter 2003 Results on Thursday
ZI CORP: Eliminates $3.3 Million Secured Credit Facility

* Conservatory Measures Set Against Two Bankruptcy Trustees

* BOND PRICING: For the week of May 12 - May 16, 2003

                          *********

360NETWORKS: Wants Okay for Stipulation re Manuel Bros.' Claims
---------------------------------------------------------------
On September 30, 2001, Manuel Bros., Inc. filed Proof of Claim
No. 806 against 360networks inc., and its debtor-affiliates
asserting a secured claim for $1,451,636, plus additional
unliquidated amounts of not less than $217,744 for interest and
attorneys' fees.  On June 7, 2002, the Court ordered the release
of MBI Liens and the provision of adequate protection in
connection therewith.

Prior to the Petition Date, MBI received certain payments from
the Debtors that the Debtors have asserted may be avoided
pursuant to Sections 547 and 550 of the Bankruptcy Code -- the
Preference Claim. MBI disputes the Preference Claim and asserts
that it has affirmative defenses thereto.

To resolve the conflict consensually, the Parties entered into a
stipulation, which the Court approved, providing that:

A. The Debtors will pay to MBI $550,000 in full and final
    satisfaction of any claims against or interest in fund
    contained in the Replacement Account.  Payment of the
    Settlement Amount will be by wire transfer;

B. Upon payment of the Settlement Amount to MBI:

    -- MBI will have no further secured claims against the
       Debtors or their estates; and

    -- the Debtors are authorized to release to themselves or
       retain all funds in the Replacement Account, which will
       constitute the Debtors' property free and clear of any
       liens or claims of MBI.

    To the extent the Debtors believe it necessary or
    appropriate, MBI will take actions as may be reasonably
    requested by the Debtors to release, or evidence the release
    of, MBI's asserted lien upon the Replacement Account or any
    other property of the Debtors;

C. MBI's Claim No. 806 will be reduced an allowed as a general
    unsecured claim for $1,119,381.  Any other extant proofs of
    claim filed in the Debtors' cases by or on behalf of MBI
    will be deemed withdrawn with prejudice; and

D. The Debtors waive the Preference Claim, and MBI will have no
    liability to the Debtors, their estates, or any party acting
    on behalf of the Debtors or their estates on account of the
    Preference Claim. (360 Bankruptcy News, Issue No. 47;
    Bankruptcy Creditors' Service, Inc., 609/392-0900)


ACTERNA: Gets Interim Nod to Continue Cash Management System
-------------------------------------------------------------
To make the most efficient use of their cash, Acterna Corp. and
its debtor-affiliates maintain a centralized global cash
management system in running their businesses.  This Cash
Management System comprises the communications test, industrial
computing and communications and digital color correction
systems business segments.

The principal components of the Debtors' Cash Management System
are divided into cash collection and concentration and
disbursements

              Cash Collection and Concentration

Revenues generated by the Debtors are deposited in three
domestic lock-box accounts, one for each business segment.  The
Debtors maintain one centralized concentration account at Mellon
Bank. All available funds held in the Domestic Lock-Box Accounts
are transferred at the close of business each day to the
Domestic Concentration Account.  All available funds held in the
Domestic Lock-Box Accounts and Domestic Concentration Account
are transferred at the close of business each day to a bank
account controlled by JPMorgan Chase Bank.  Those funds equal to
the amount of the Debtors' daily cash disbursements that will be
returned to the Domestic Concentration Account at the start of
each business day.

The Debtors also maintain an account at Allfirst Bank, where
they keep up to $10,000,000 in the bank accounts outside the
control of their prepetition lenders.  Pursuant to an agreement
with the Debtors' lenders, the Debtors will utilize the cash in
the operation of their business and transfer substantially all
the funds in the account into the Domestic Concentration Account
in connection with the commencement of these Chapter 11 cases.

Outside the U.S., the Debtors' non-debtor foreign affiliates
deposit cash receipts from customers in numerous lock-box and
operating accounts located throughout the world.  CommerzBank
and Hongkong Shanghai Bank manage the foreign lock-box and
operating accounts.  At the close of each business day, all
available funds held in the Foreign Lock-Box Accounts are
transferred to either a CommerzBank and Hongkong Shanghai Bank
account controlled and managed by the Debtors' treasury team in
Germany.

                       Disbursements

To the extent funding is required, the Debtors fund essentially
all of their global operations through the Concentration
Accounts.  Funds flow from the Concentration Accounts to the
Debtors' subsidiaries and affiliates only if necessary to pay
outstanding obligations and fund working capital.  When an
affiliate or subsidiary lacks sufficient funds to pay an
invoice, the Debtors will advance funds to pay the invoice or
other operating expense and then internally charges the advance
to the appropriate entity.  Disbursements are coordinated in
each region to maximize efficiency and minimize expenses.

Paul M. Basta, Esq., at Weil, Gotshal & Manges LLP, in New York,
tells the Court that the Debtors' existing Cash Management
System provides significant benefits including allowing the
Debtors to:

    (a) control corporate funds;

    (b) ensure the maximum availability of funds when and where
        necessary; and

    (c) reduce borrowing costs and administrative expenses by
        facilitating the movement of funds and the development
        of more timely and accurate account balance information.

Mr. Basta asserts that any disruption could have a severe and
adverse impact on the Debtors' reorganization efforts.

At the first day hearing, the Debtors sought and obtained the
Court's permission to continue utilizing their Existing Cash
Management System on an interim basis.  Judge Lifland directed
the Debtors to maintain records of all transfers within the Cash
Management System, including all postpetition intercompany
claims so that all transfers and transactions will be adequately
and promptly documented in, and readily ascertainable from,
their books and records, to the same extent maintained
prepetition.

Judge Lifland will convene a final hearing to consider the
Debtors' request, any last minute changes and objections on
May 29, 2003 at 10:00 a.m. (Acterna Bankruptcy News, Issue No.
2; Bankruptcy Creditors' Service, Inc., 609/392-0900)


AHOLD: S&P Cuts Ratings Due to Large Accounting Irregularities
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term
corporate credit rating on Netherlands-based food retailer and
food service distributor Ahold Koninklijke N.V. to 'BB-' from
'BB+', following the announcement by the group that accounting
irregularities at its U.S. Foodservice arm were materially
larger than expected.

In addition, the senior unsecured debt ratings on Ahold were
lowered to 'B+' from 'BB+', reflecting structural subordination.
At the same time, Standard & Poor's affirmed its 'B' short-term
rating on the group.

The long-term ratings remain on CreditWatch with negative
implications, where they were placed on February 24, 2003,
following the disclosure of substantial accounting
irregularities. These irregularities have been quantified as a
larger-than-expected overstatement of pretax earnings of $880
million over three years and adjustments of $90 million
for the opening balances of the group's U.S. Foodservice
subsidiary at the date of its acquisition.

"The rating actions reflect Ahold's tight liquidity, which will
remain so barring major divestments, and as such, the group's
liquidity position is no longer reflective of a 'BB+' long-term
rating," said Standard & Poor's credit analyst Christian Wenk.

The group's tight liquidity is a function of its limited leeway
under the currently available secured facilities of $1.3 billion
and ?600 million ($680 million); the uncertainties about its
ability to access a $915 million unsecured tranche; and the
group's debt repayments in the second half of the year, in
particular the repayment in September 2003 of a Euro678 million
subordinated convertible bond, which will constrain liquidity
even if Ahold gets access to the unsecured tranche.

To access the unsecured tranche of the bank facility, Ahold must
provide:

     -- The audited 2002 accounts of main subsidiaries Albert
        Heijn B.V. and Stop & Shop by the end of May 2003; and

     -- The group's consolidated 2002 audited accounts by the
        end of June 2003.

Ahold's auditor, Deloitte & Touche, has resumed work at Albert
Heijn and Stop & Shop. Deloitte & Touche, however, will only
resume work on the group's consolidated accounts once Ahold has
completed ongoing internal investigations into its main
operating subsidiaries. As a result, it remains currently
uncertain whether Ahold will be able to provide all audited
accounts within the required timeframe.

"Failure to get access to the unsecured tranche would put the
ratings in jeopardy given Ahold's debt repayments in the second
half of the year," added Mr. Wenk.

Although Ahold retains an investment-grade business profile in
light of its leading positions in food retail on the East Coast
of the U.S., as well as in the Netherlands and Scandinavia,
liquidity will remain the key driving factor of ratings in the
foreseeable future. The next review is expected when audited
accounts are provided.

DebtTraders reports that Ahold Finance USA Inc.'s 8.250% bonds
Due 2010 (AHOD10USR1) are trading below par at 97
cents-on-the-dollar. For real-time bond pricing, go to
http://www.debttraders.com/price.cfm?dt_sec_ticker=AHOD10USR1


AHOLD: US Foodservice Forensic Acctg. Investigation Completed
-------------------------------------------------------------
Ahold (NYSE:AHO), the international food retailer and
foodservice operator, announced that the forensic accounting
work being performed by PricewaterhouseCoopers as part of
Ahold's internal investigation of its subsidiary U.S.
Foodservice is now substantially complete. The results were
reported to Ahold's Audit Committee on May 7, 2003. Completion
of the U.S. Foodservice forensic accounting work is a required
step to recommence audit work at U.S. Foodservice to enable the
completion of the Ahold 2002 audit by June 30, 2003.

For the period April 1, 2000 (the effective date of Ahold's
acquisition of U.S. Foodservice) to December 28, 2002 (the end
of Ahold's 2002 fiscal year), PwC has identified total
overstatements of pre-tax earnings of approximately USD 880
million. Of this amount, approximately USD 110 million relates
to fiscal year 2000, approximately USD 260 million relates to
fiscal year 2001 and approximately USD 510 million relates to
fiscal year 2002.

In addition, PwC identified approximately $90 million of
adjustments required to be made to the opening balances for U.S.
Foodservice at the date of its acquisition. This consists of a
reclassification of such amount from current assets to goodwill
primarily as a result of required write-offs of vendor
receivables. In connection with the earnings and opening
balances adjustments discussed above, corresponding adjustments
to the balance sheet of U.S. Foodservice at December 28, 2002
also will be required. These adjustments will consist of
approximately $700 million of write-offs of accrued vendor
receivables, an approximately $210 million increase in deferred
contract revenue liabilities and an approximately $80 million
increase in trade payables, as well as a $25 million increase in
inventory. Any other adjustments required with respect to U.S.
Foodservice, including possible impairment of goodwill or other
long-lived assets, will be determined by the company.

Although the forensic accounting work at U.S. Foodservice is
substantially complete, an internal legal investigation at U.S.
Foodservice is ongoing.

The Supervisory Board of Ahold will be meeting shortly to
determine which actions should be taken with respect to U.S.
Foodservice.

In addition to the investigation at U.S. Foodservice, Ahold had
commenced internal investigations at various Ahold operating
companies. Although these investigations are ongoing, the
forensic accounting work at Albert Heijn, Stop & Shop, Santa
Isabel in Chile, Ahold's operations in Poland and the Czech
Republic, and the ICA Ahold Scandinavian joint venture is
substantially complete and no evidence of financial fraud has
been found at any of those operations. The accounting
adjustments that will be required as a result of this forensic
accounting work and that at Ahold's other operating companies
have not yet been determined.

Ahold further announced that Deloitte & Touche has resumed its
audit work at ICA Ahold and Santa Isabel. Ahold previously had
announced the resumption of audit work at Stop & Shop and Albert
Heijn.

Ahold management is confident that the company will be able to
achieve completion of the remaining audits by June 30, 2003.

                        *   *   *

As previously reported, Fitch Ratings downgraded Koninklijke
Ahold N.V. to 'BB-', Rating Watch Negative from 'BBB-'.

Fitch's US commercial mortgage-backed securities group has also
reviewed its exposure to Ahold in approximately 77 US CMBS
deals, including three credit tenant lease transactions. Of
these deals, nine have exposure to Ahold in excess of 5% of its
respective transaction balance.  Although Fitch recently
downgraded Ahold, it does not plan to downgrade any of the US
CMBS transactions in which subsidiaries of Ahold are tenants at
properties securing loans within the transactions. 'There is no
need to downgrade due to the diversity of the deals accompanied
with the credit enhancement provided by the most subordinate
tranches,' said Lauren Cerda, Director, Fitch Ratings.

'Generally, the grocer's stores are located within in-fill
locations and have larger floor plates which would be attractive
to another grocery store operator.'

If the credit rating deteriorates further, Fitch will take a
closer look at each store's configuration, market and sales
performance and determine the stores' viability and ultimate
rating implication on the respective transaction.


AIR CANADA: Court Okays Credit Card Services Bidding Procedures
---------------------------------------------------------------
At the recommendation of Ernst & Young Inc., Mr. Justice Farley
approved a competitive bidding processing to accommodate an
offer from an alternative credit card issuer as well as future
offers to provide Air Canada and Aeroplan LP with credit card
services.

Mr. Justice Farley also adjourned the hearing on the Applicants'
motion to approve a new credit card agreement and a CCAA
financing agreement with Canadian Imperial Bank of Commerce to
May 14, 2003 to provide Ernst & Young with additional time to
conduct the bidding.

Ernst & Young serves as the Court-appointed Monitor for Air
Canada.

                     Unsolicited Proposal

On April 28, 2003, Aeroplan LP received an unsolicited, non-
biding expression of interest from a large, international
financial organization to provide credit card services to
Aeroplan and Air Canada.  The two-page letter is subject to due
diligence and a definitive agreement.  The proposal includes:

    (a) a range of potential values for the purchase of points
        from Aeroplan;

    (b) general proposals for product development, support, and
        marketing arrangements;

    (c) proposals on relationships with other credit cards,
        retailers, etc; and

    (d) restrictions on the distribution of the Unsolicited Bid
        and its contents to parties other than the Monitor, Air
        Canada and their legal advisors without the consent of
        The Credit Card Company.

The Credit Card Company requested anonymity.

Murray A. McDonald, President of Ernst & Young, relates that the
Credit Card Company is considering an offer to Air Canada of an
advance between $300,000,000 to $350,000,000 that Air Canada
will repay over a period of time, possibly through the purchase
of points.  The Credit Card Company continues to review this
financing and remains open to dialogue with Air Canada in this
regard.  The range of prices proposed in the Unsolicited Bid
reflect Credit Card Company's desire to negotiate variable
pricing tied into certain benchmarks.  The Credit Card Company
has considered an upfront fee.

The Credit Card Company also offers to pay most of the marketing
costs, including the costs of transitioning existing Aeroplan
customers and the acquisition of new customers.  Air Canada may
take part either through smaller funding contributions or
allocation of additional points.

With the assistance of their financial advisor, Aeroplan LP and
Air Canada evaluated the Unsolicited Bid.  Consequently, they
determined that there are a number of plausible scenarios in
which the Unsolicited Bid, if accepted on its face value, would
yield the same or greater revenues for Aeroplan before the
consideration of the other factors.

                    Alternatives Available

Before agreeing to the New CIBC Aerogold Contract, Air Canada's
management considered alternative courses with respect to
maximizing the revenue from Aeroplan and increasing its long-
term value to prospective third party buyers.  According to Mr.
McDonald, the management considered terminating the Existing
CIBC Credit Card Agreements and conducting a tender process or
auction to assess market interest.  This approach, Mr. McDonald
explains, would have allowed other credit card providers to bid
on the new agreement with Aeroplan.  However, the management
believed that a competitive bid process may yield similar or
higher prices for points but may not yield more revenues from
the sale of points.

The management discounted the value of a tender process since:

    -- the tender process would take several months to
       administer and up to 4 to 6 months for a winning bidder
       to be able to implement a new system to manage the
       relationship.  During this period, consumers would likely
       be unsure of the outcome and this uncertainty would most
       likely have a detrimental impact on customer loyalty,
       resulting in lower cash flows to Aeroplan LP and Air
       Canada during the restructuring period.  During the
       transition period, Aeroplan would also be forgoing the
       significant increased revenues generated by the New
       Aerogold Agreement;

    -- the sale process of a partial interest in Aeroplan LP
       would be delayed until a new customer credit card
       relationship was established and was able to demonstrate
       similar or greater earning power than the New Aerogold
       Agreement. This would also delay the realization of a
       potential exit financing as part of the Applicants' Plan
       of Arrangement.

       In addition, it is likely that Aeroplan LP's near term
       value prospects would be negatively affected by the loss
       of consumer loyalty during the tender process, and
       therefore, potentially the ultimate value obtained for
       Air Canada's sale of a partial interest in Aeroplan LP;

    -- the customer lists and relationship as it relates to the
       provision of credit card and other financial services is
       "owned" by CIBC and not by Aeroplan.  Therefore, in
       selecting a new credit card and financial service
       provider, Aeroplan would be unable to automatically
       convert existing credit card consumers to the new credit
       card provider. Ultimately, there would be a loss of
       consumers who would be enticed to join other loyalty
       programs, or remain with CIBC as CIBC developed
       alternative products to replace Aeroplan. Based on prior
       experience, Aeroplan management estimates customer
       attrition rates of up to 33%;

    -- the up-front costs of re-marketing and re-branding the
       Aeroplan card relationships would be substantial.  This
       would require investment during the restructuring when
       cash available for re-investment is limited even if the
       new credit card provider agrees to co-fund a portion of
       these up front costs that would otherwise be paid
       directly by Air Canada or Aeroplan; and

    -- once selected, the new credit card provider would likely
       take many months, possibly even more than one year, to
       build a credit card base capable of generating revenues
       for Aeroplan equal to those revenues currently generated
       by the New Agreement with CIBC.

Although the management has been approached indirectly by other
third parties interested in becoming a credit card partner to
Aeroplan, Mr. McDonald says most of these third parties have
existing conflicting loyalty program affiliations that would
have to be amended or terminated entailing additional cost,
delay and uncertainty.  Moreover, the management considered its
ability to negotiate additional upfront fees from CIBC in
relation to the New Aerogold Agreement.  CIBC would not agree to
any up front payments, particularly since CIBC will be unable to
collect the full repayment of the unamortized portion of the
$200,000,000 Additional Service Fee that it paid in October
1999.

Until the anonymous Credit Card Company came along.

Mr. McDonald maintains that the Credit Card Company is a
credible, bona fide credit card provider that has the necessary
financial strength and capability to provide credit card
services to Aeroplan.

To this end, Ernst & Young believes a bidding process is
necessary.  Mr. McDonald notes that there is a decrease in
urgency to conclude the CIBC Credit Facility now that the
Applicants' Credit Facility with GE Capital Corporation is
closed.

                          Bid Process

The Bid Process requires that:

   (i) A bid package will be sent to qualified prospective
       credit card providers.  The bid package will contain
       confidentiality agreements, minimum bid requirements and
       the rules for the Bid Process;

  (ii) Once confidentiality agreements are executed, the
       prospective credit card providers will receive selected
       confidential information regarding Aeroplan.  The
       Existing CIBC Credit Card Agreement and the New Aerogold
       Agreement will not be distributed to the prospective
       credit card providers and will continue to be restricted;

(iii) The prospective credit card providers will be required to
       provide Ernst & Young with their specific proposals by
       May 10, 2003; and

  (iv) Ernst & Young will deliver a report to the Court on
       the Bid Process results in advance of the Applicants'
       motion to be scheduled on or about May 14, 2003 to seek
       approval of the CIBC Facility and the New Aerogold
       Agreement.

The Applicants have agreed to cooperate in this Biding Process
crafted to flush out the highest and best value for the credit
card program. (Air Canada Bankruptcy News, Issue No. 4;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


AIR CANADA: Recognizes Formation of Ad Hoc Creditors' Committee
---------------------------------------------------------------
Air Canada provides the following update on the airline's
restructuring under the Companies' Creditors Arrangement Act:

       Formation of Ad Hoc Unsecured Creditors Committee

Air Canada has recognized the Ad Hoc Unsecured Creditors
Committee comprised of holders of in excess of $2.7 billion of
Air Canada's unsecured debt.

The Committee will have input into the CCAA restructuring
process for the purposes of formulating and discussing options
to maximize recoveries available to the unsecured creditors as a
result of Air Canada's restructuring. The Committee and its
advisors will be part of discussions and negotiations with
respect to matters pertaining to Air Canada's restructuring plan
and any other material transactions proposed during the course
of the airline's restructuring. Meetings between the Committee
and Air Canada have commenced.

The Committee is comprised of 12 major industrial and financial
corporations from North America and Europe, including
representatives of certain bondholders, banks, lessors and trade
creditors of Air Canada. A representative of Airbus has been
elected Chairman of the Committee.

"Air Canada believes that the Ad Hoc Unsecured Creditors
Committee provides an opportunity for its members and indirectly
for Air Canada's other unsecured creditors to have a single,
well represented voice in the restructuring process, while at
the same time allowing management to focus its efforts on the
critical restructuring initiatives at hand," said Calin
Rovinescu, Chief Restructuring Officer of Air Canada.

"The Committee is appropriate to conduct this role as it is
composed of creditor constituencies that are of sufficient size
and diversity to provide the perspective of unsecured creditors
in Air Canada's restructuring proceedings."

The Committee has engaged KPMG Inc. as its financial advisor to
provide it with, amongst other things, business analysis,
restructuring and valuation advice.

                 Global Payments Decision

In a decision rendered May 7, Mr. Justice J. Farley of the
Superior Court of Justice of Ontario dismissed a request by
Global Payments for an order that it was not required to
continue the credit card processing services currently provided
by Global Payments or for the establishment of a reserve for its
potential financial exposure from providing such services. Mr.
Justice Farley instead ordered that Air Canada provide
reasonable protection to Global Payments with respect to the
fees for providing such services. Global Payments is therefore
required to continue providing the credit card processing
services it currently provides to Air Canada subject to the
parties negotiating reasonable protection for its fees for
providing such services.

   Out of Court resolution of outstanding issues with NavCanada

Air Canada late yesterday resolved outstanding matters with
NavCanada with respect to the payment scheduling issues raised
in the motion brought before Mr. Justice Farley on April 22,
2003.


ALLEGHENY: S&P Ratchets Corp. Credit Rating Down 2 Notches to B
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
ratings on Allegheny Energy Inc., and its related entities. The
corporate credit rating on Allegheny Energy was lowered to 'B'
from 'BB-'. All the ratings have been removed from CreditWatch.

"The downgrades reflect concerns about the company's ability to
sell enough assets or raise enough capital to meet the
aggressive amortization schedule as required by the recently
negotiated bank loan agreements," said credit analyst Tobias
Hsieh.

At the same time, Standard & Poor's assigned a rating of 'BB-'
and 'B' to Allegheny Energy Supply's first-lien bank loan and
second-lien bank loan, respectively.

The outlook is negative based on Allegheny's reliance on asset
sales under challenging industry conditions to bolster
liquidity.

Allegheny is a mid-sized utility company based in Hagerstown,
Maryland with service territories in Pennsylvania, Maryland,
Virginia, West Virginia, and Ohio.

The rating downgrades also reflect deteriorating operating
performance in 2002, concerns regarding the management's ability
to manage the risks associated with its discontinued operations
and provide timely financial disclosures - the company has not
filed a 10Q or 10K with the SEC in the last 10 months due to
accounting calculation errors.

Allegheny's liquidity is a key rating constraint. Although the
new bank loan agreements provide needed near-term liquidity,
burdensome debt maturities in 2004 and 2005 are a concern. The
company has received $420 million of additional borrowing as
part of its new loan agreement, but faces a total of $365
million of debt maturities for the rest of 2003, another $464
million in 2004, and $1.55 billion in 2005. Standard & Poor's
believes the company should be able to meet the upcoming
maturities later this year, by drawing on its $420 million of
new loan facility and by selling a small amount of readily
marketable assets. However, maturities due next year and in 2005
may be more problematic.

Ideally, the company would prefer to sell its merchant and
trading assets, but their market values are likely to be
depressed over the near term, and if sold, may not bring much
improvement to the balance sheet. In the meantime, Standard &
Poor's expects Allegheny's merchant and trading business to be a
continue source of uncertainty. Even though the company has
canceled new plant developments and virtually eliminated its
speculative trading, the risk and liquidity demands associated
with these operations are still considerable.

Standard & Poor's notes the following major concerns:
Allegheny's 1,700MW of peaking assets in the Midwest will likely
generate minimal cash flow for the next few years because that
region of the country is heavily oversupplied with generation
capacity; hedging its open positions can be very expensive since
Allegheny does not have an investment-grade credit rating; and
if there is an adverse market price movement, Allegheny's
counterparties could still demand additional trade collaterals
from Allegheny.

Allegheny Energy Inc.'s 7.750% bonds due 2005 (AYE05USR1) are
currently trading at 96.5 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=AYE05USR1for
real-time bond pricing.


AMKOR TECHNOLOGY: Closes Offering of 7-3/4% Sr. Notes Due 2013
--------------------------------------------------------------
Amkor Technology, Inc. (Nasdaq: AMKR) has closed an offering of
$425 million of its 7-3/4% Senior Notes due 2013.

Amkor also elected to call all of its 9-1/4% Senior Notes due
2006 for optional redemption on June 7, 2003 at a price of
104.625% of the principal amount then outstanding on the
Redemption Date, together with accrued and unpaid interest to
the Redemption Date, in accordance with the indenture governing
the 9-1/4% Senior Notes due 2006. Since the Redemption Date is
not a business day, the Redemption Price will be paid (without
additional accrued interest) on June 9, 2003 with respect to any
9-1/4% Senior Notes due 2006 surrendered by the Redemption Date.
The aggregate Redemption Price on June 9, 2003 is expected to be
approximately $448,587,500. Amkor will use the net proceeds of
the issuance of the 7-3/4% Senior Notes, together with cash on
hand, to redeem the 9-1/4% Senior Notes due 2006.

A Notice of Redemption is being mailed by the trustee for the
9-1/4% Senior Notes due 2006 to all registered holders of the
9-1/4% Senior Notes due 2006.

The 7-3/4% Senior Notes were sold to qualified institutional
buyers in reliance on Rule 144A and outside the United States in
compliance with Regulation S under the Securities Act of 1933.
The 7-3/4% Senior Notes have not been registered under the
Securities Act of 1933, as amended, and may not be offered or
sold in the United States except pursuant to an exemption from,
or in a transaction not subject to, the registration
requirements of the Securities Act and applicable state
securities laws.

As reported in Troubled Company Reporter's May 5, 2003 edition,
Standard & Poor's Ratings Services assigned its 'B' rating to
Amkor Technology Inc.'s proposed $425 million senior notes issue
due 2013 and affirmed its 'B' corporate credit and its other
ratings on the company. The proposed senior notes are expected
to refinance Amkor's existing $425 million senior notes due
2006.

The West Chester, Pennsylvania-based provider of outsourced
packaging and testing services to semiconductor makers had total
funded debt of about $1.8 billion at March 2003. The outlook is
stable.


APPLIED DIGITAL: Commencing Offer of 50-Million Common Shares
-------------------------------------------------------------
Applied Digital Solutions, Inc., has prepared a prospectus
relating to the Company's offering of up to 50,000,000 shares of
its common stock, par value $.001 per share, at a yet to be
announced estimated per share offering price.

The Company has entered into a placement agency agreement with
J.P. Carey Securities Inc., a registered broker-dealer, under
which J.P. Carey Securities will act as underwriter on a "best
efforts" basis in connection with the offer and sale of the
shares. A "best efforts" underwriting means that J.P. Carey
Securities is not obligated to purchase any of the shares
offered. There is no minimum number of shares that must be sold
in this offering.

Applied Digital Solutions' shares are included in the Nasdaq
SmallCap Market under the symbol "ADSX." On April 4, 2003, the
last reported sale price of the common stock was $0.46 per
share. The shares being offered have been approved for quotation
on the Nasdaq SmallCap Market.

Since January 1, 2000, the Company has filed additional
registration statements relating to secondary sales of an
aggregate of 222,578,333 shares of its common stock.

                        *   *   *

It was previously reported that under the terms of the Third
Amended and Restated Term Credit Agreement with IBM Credit
Corporation, Applied Digital Solutions, Inc. was required to
repay IBM Credit Corporation $29.8 million of the $77.2 million
outstanding principal balance currently owed to them, plus $16.4
million of accrued interest and expenses (totaling approximately
$46.2 million), on or before February 28, 2003.

The Company did not make the payment by February 28, 2003, and
IBM Credit Corporation notified the Company that it must make
the payment on or prior to March 6, 2003.  Applied Digital
didn't make the payment in that 7-day grace period.  Instead,
Applied Digital filed suit against IBM Credit LLC and IBM
Corporation in Florida state court.  That lawsuit charges IBM
with improperly attempting to takeover the company, conspiracy
to commit RICO violations, fraud, breach of good faith and fair
dealing, and breach of the Florida Uniform Trade Secrets
Protection Act.

Unless Applied Digital wins its lawsuit or the IBM Agreement is
restructured, Applied Digital says it is likely its business
will end.


ARCH WIRELESS: Working Capital Deficit Narrows to $6MM at Mar 31
----------------------------------------------------------------
Arch Wireless, Inc. (OTC Bulletin Board: AWIN; BSE: AWL), a
leading wireless messaging and mobile information company,
announced consolidated net income of $6.1 million, for the first
quarter ended March 31, 2003, compared to net income of $4.5
million, for the first quarter of 2002.  Consolidated revenues
for the first quarter of 2003 were $165 million while net cash
provided by operating activities was $51.2 million.

Arch's financial results include separate results and cash flows
prior to its emergence from bankruptcy on May 29, 2002 (the
Predecessor Company), as well as operating results and cash
flows after its emergence from bankruptcy (the Reorganized
Company), reflecting the application of "fresh-start" accounting
that resulted from Arch's Chapter 11 reorganization.
Consequently, and due to other reorganization-related events and
adjustments, the Predecessor Company's financial statements for
the three-month period ended March 31, 2002 are not comparable
to the Reorganized Company's financial statements for the three-
month period ended March 31, 2003.

Arch reported a net decline of 477,000 messaging units in
service during the first quarter of 2003, comprised of 460,000
one-way messaging units and 17,000 two-way messaging units.
Direct units in service declined by 281,000 during the quarter
while indirect units in service declined by 196,000. Messaging
units in service totaled 5,163,000 at March 31, 2003 with
4,031,000 direct units in service and 1,132,000 indirect units
in service.  During the first quarter average revenue per direct
unit in service was $11.70 compared to $3.60 per indirect unit
in service.

At March 31, 2003, the Company's balance sheet shows that its
total current liabilities exceeded its total current assets by
about $6 million.

C. Edward Baker, Jr., chairman and chief executive officer,
said:  "Our operating results were consistent with our
expectations as we continued to reduce operating expenses and
maintained operating margins over the past year."

J. Roy Pottle, executive vice president and chief financial
officer, said: "The company continued to reduce its debt during
the first quarter as our wholly owned subsidiary Arch Wireless
Holdings, Inc., completed $26.7 million of additional
redemptions of 10% Senior Subordinated Secured Notes due
2007.  Upon completion of optional and mandatory redemption
payments scheduled for May 15, 2003, AWHI will have redeemed a
total of $140 million principal amount of the $200 million of
10% Senior Notes originally issued and will have $60 million
principal amount outstanding."  Pottle also noted:  "Cash and
cash equivalents were $60.4 million as of March 31, 2003
resulting in net debt (total debt less cash and cash
equivalents) of $133 million compared to $180 million as of
December 31, 2002."

Arch also announced that it has rescheduled its annual meeting
of stockholders, previously scheduled for May 8, 2003, for
Thursday, June 12, 2003, at 1:00 p.m.  The meeting was
rescheduled in order to provide time for the Securities and
Exchange Commission to complete its review of Arch's
preliminary proxy materials filed on March 18, 2003.  Arch
expects to mail the definitive proxy materials, together with
its annual report, to all stockholders on or about May 9, 2003.

Arch Wireless, Inc., headquartered in Westborough, Mass., is a
leading wireless messaging and mobile information company with
operations throughout the United States.  It offers a full range
of wireless messaging and wireless e-mail services, including
mobile data solutions for the enterprise, to business and retail
customers nationwide.  Arch provides services to customers in
all 50 states, the District of Columbia, Puerto Rico, Canada,
Mexico and in the Caribbean principally through a nationwide
direct sales force, as well as through indirect resellers,
retailers and other strategic partners. Additional information
on Arch is available on the Internet at http://www.arch.com


ARMSTRONG HOLDINGS: Overview of AWI's Third Amended Reorg. Plan
---------------------------------------------------------------
Armstrong World Industries has amended and added to its list of
defined terms, which are necessary to make the proposed
treatment of creditors' claims comprehensible.  These changes in
terms are part and parcel of the amendments required by the
negotiations between the Debtors and the Official Committees and
their constituencies.  Many of these terms are interlocking, one
term being defined by reference to another.  A condensed version
of the terms significant to distribution are:

    * Available Cash: The sum of:

      (a) all cash on hand of AWI and its subsidiaries as
          of the last day of the month immediately
          preceding the Effective Date of the Plan,
          less the sum of these items as of the
          Effective Date:

             (i) $100,000,000.00, or such lesser amount
                 as AWI, in its sole discretion -- after
                 consultation with the Asbestos PI
                 Claimants' Committee, Unsecured Creditors'
                 Committee, and the Future Claimants'
                 Representative -- determines it requires for
                 "working capital purposes,"

            (ii) the Allowed Amount of Allowed Administrative
                 Expenses,

           (iii) a reasonable estimate by AWI of additional
                 Administrative Expenses -- like professional
                 fees and expenses -- that may become Allowed
                 thereafter, other than Administrative Expenses,
                 which are either:

                 (w) an actual or necessary expense of
                     preserving the estate or operating AWI's
                     business for payment of goods, services,
                     wages or benefits, or for credit extended
                     to AWI, to the extent the expense is
                     "reflected as a postpetition liability
                     in AWI's books and records as of the
                     Effective Date; or

                 (x) in an action against AWI pending as of
                     the confirmation date or which is not
                     required to be filed against AWI under
                     the Administrative Claims Bar Date
                     Order, to the extent it is Allowed
                     -- but if AWI disputes the administrative
                     status of such a claim, not until and
                     then only to the extent the Claim
                     becomes Allowed by a Final Court Order; or

                 (y) a claim of a professional person that
                     is required to obtain court approval,
                     to the extent ordered by the Court;
                     and

                 (z) fees and expenses payable in connection
                     with the Exit Facility,

            (iv) the Allowed Amount of Allowed Priority Tax
                 Claims,

             (v) a reasonable estimate by AWI of additional
                 Priority Tax Claims that may become
                 Allowed thereafter,

            (vi) the Allowed Amount of all Priority Claims,
                 and

           (vii) a reasonable estimate of all Priority
                 Claims that may became Allowed thereafter.

    * 144A Debt Securities: Debt securities issued by
      Reorganized AWI in a 144A Offering, having terms and
      conditions as determined by AWI and the initial
      purchasers in their sole discretion; provided, however,
      that if the 144A Offering Proceeds are less than the
      Plan Note Amount, then AWI may not issue the 144A Debt
      Securities without the consent of the Asbestos PI
      Claimants' Committee, the Future Claimants'
      Representative, and, if Class 6 votes to accept the
      Plan, the Unsecured Creditors' Committee.

    * 144A Offering: One or more private offerings of 144A
      Debt Securities, under SEA Rule 144A and/or
      Regulation S under the Securities Act of 1933,
      through initial purchasers to institutional and
      other investors, completed on or after the
      Effective Date but prior to the Initial
      Distribution Date.

    * 144A Offering Proceeds: The amount of the aggregate
      net cash proceeds of any 144A Offerings.

    * New Common Stock: Common stock, par value $0.01 per
      share, of Reorganized AWI which is to be authorized
      and issued pursuant to the Plan and subject to
      dilution for equity to be issued under the New Long-Term
      Incentive Plan and for the New Warrants.

    * New Long-Term Incentive Plan: The Management Incentive
      Plan previously discussed, but modified to provide
      the longer insurance period.

    * Plan Note Amount: An amount equal to the greater of:
      (x) $1.125 billion less the amount of Available Cash,
      and (y) $775 million.

    * Plan Note Indenture: An indenture by and between AWI,
      as the issuer, and a trustee selected by AWI before
      the date of the commencement of the hearing on
      confirmation of the Plan, under which the Plan Notes
      will be issued, which will be qualified under the
      Trust Indenture Act of 1939, as amended.

    * Plan Notes: Unsecured notes issued under the Plan
      Note Indenture:

      (a) in an aggregate principal amount equal to the Plan
          Note Amount, less the 144A Offering Proceeds,

      (b) bearing a fixed or floating interest rate based
          upon U.S. Treasury Notes or three-month
          U.S dollar LIBOR, respectively, with like
          maturities plus a spread determined to be the
          average corporate spread over such Treasury
          Notes or LIBOR for outstanding issues of
          comparable maturity and comparably rated U.S.
          industrial companies over the 30-day period
          ending on the last day of the month immediately
          preceding the Effective Date,

      (c) with a maturity, as selected by AWI, of not less
          than five years, but not more than ten years and
          no principal payments required to be paid
          prior to the maturity date,

      (d) callable at par at the option of Reorganized AWI,
          in whole or in part, at any time during the first
          six months following the Effective Date of the
          Plan, and

      (e) having other terms, covenants, and conditions
          substantially similar to those contained in
          indentures for issues of comparable maturity of
          comparably rated U.S. industrial companies and,
          with respect to any floating rate tranche,
          structured in a manner similar to, and as liquid
          as, marketable bank debt.

                 Channeling Injunction and Waiver

The channeling injunction is a separate condition to
confirmation of the Plan, but its implementation requires that
at least 75% of the holders of Asbestos Personal Injury Claims
who vote on the Plan must vote to accept the Plan.  Moreover,
for confirmation of the Plan to occur, the Confirmation Order
must contain findings that are consistent with, and those that
are required by Section 524(g) of the Bankruptcy Code.  Section
524(g) contains requirements for a "channeling injunction" of
the type that is provided by this Plan for treatment of
asbestos-related claims.  However, AWI and the Asbestos PI
Claimants' Committee, the Future Claimants' Representative and,
if Class 6 votes to accept the Plan, the Unsecured Creditors'
Committee, may waive the satisfaction of any or all of these
conditions to confirmation of the Plan.

                  Effective Date of the Plan

Following confirmation of the Plan, the Plan's terms will not
become effective until the first business day of the month
immediately following the date by which all of the conditions
precedent to the effectiveness of the Plan have been satisfied
or waived or, if a stay of the Confirmation Order is in effect
on such date, the first business day of the month immediately
following the date of the expiration, dissolution or lifting of
such a stay.

For purposes of the Disclosure Statement, AWI assumes that the
Effective Date will be July 1, 2003, although AWI warns that
there can be no certainty that the Effective Date will occur by
the July date because the satisfaction of many of the conditions
precedent to the occurrence of the Effective Date "are beyond
the control of AWI."

           The Conditions Precedent to Confirmation

The occurrence of the Effective Date is subject to these
conditions precedent:

    (a) The Confirmation Order becomes a Final Order;

    (b) The Bankruptcy Court and/or the District Court, as
        required, enters the Asbestos PI Permanent Channeling
        Injunction -- which may be included in the Confirmation
        Order -- containing terms satisfactory to AWI, the
        Asbestos PI Claimants' Committee, the Future
        Claimants' Representative and, if Class 6 votes to
        accept the Plan, the Unsecured Creditors' Committee;

    (c) The Confirmation Order, the Claims Trading Injunction
        and the Asbestos PI Permanent Channeling Injunction
        are in full force and effect;

    (d) No proceeding to estimate any claims is pending;

    (e) All Asbestos PI Trustees are selected and have
        signed the Asbestos PI Trust Agreement;

    (f) If Class 4 votes to reject the Plan and the Asbestos
        PD Trust is created, all PD Trustees have been
        selected and have signed the Asbestos PD Trust
        Agreement;

    (g) A favorable ruling will have been obtained from the
        IRS regarding he qualification of the Asbestos PI
        Trust as a "qualified settlement fund" within the
        meaning of applicable Treasury section 1.468B-1, or
        AWI will have received an opinion of counsel with
        respect to the tax status of the Asbestos PI Trust
        as a "qualified settlement fund" reasonably
        satisfactory to AWI, the Asbestos PI Claimants'
        Committee, the Future Claimants' Representative and,
        if Class 6 votes to accept the Plan, the Unsecured
        Creditors' Committee;

    (h) Each of the Exhibits to the Plan will be in form and
        substance acceptable to AWI, , the Asbestos PI
        Claimants' Committee, the Future Claimants'
        Representative and, if Class 6 votes to accept the
        Plan, the Unsecured Creditors' Committee; and

    (i) Reorganized AWI has signed and has credit available
        under a credit facility to provide Reorganized AWI
        with working capital -- including letters of credit --
        in an amount sufficient to meet the needs of
        Reorganized AWI, as determined by Reorganized AWI.

                 The Exit Credit Facility

AWI expects to sign a $300,000,000 credit syndicated bank credit
facility at the time of emergence to provide for liquidity
through short-term borrowings for working capital and other
general corporate purposes, and to permit the issuance of
letters of credit.  This credit facility will include covenants
and terms and conditions that are expected to be similar to
comparably rated industrial companies obtaining similarly
structured credit facilities at that time.  AWI expects that the
syndicated credit facility will be unsecured, multi-year in
maturity, and permit borrowings both in US Dollars and Euros,
priced at applicable margins over the lenders' cost of funds.

AWI does not expect any significant borrowings immediately after
emergence from Chapter 11, but AWI will use the facility to
replace the letters of credit issued under the DIP Credit
Facility.

In addition, AWI's forthcoming projections will assume that the
Debtor will draw $76,000,000 under the credit facility to
increase "Available Cash" so that Available Cash totals
$350,000,000 on the Effective Date of the Plan.

AWI estimates that these borrowings will be repaid by the end of
2003.

       The Initial Distribution Date to Unsecured Claimants

Distributions on account of Allowed Unsecured Claims will be
made on the Initial Distribution Date -- a date selected by
Reorganized AWI within 15 days after the Effective Date -- or
such later date as the Bankruptcy Court may establish upon
request by Reorganized AWI for cause shown.  However, in no
event will the Initial Distribution Date be more than 45 days
after the Effective Date.  This procedure applies to all
subsequent Distribution Dates.

         Settlement and Release of Intercompany Claims
                   AWI Owes Holdings $12M

As of the Petition Date, Holdings and AWWD assert intercompany
claims against AWI, and AWI returns the favor by asserting
intercompany claims against Holdings and AWWD.  These claims
arise from various relationships and transactions arising from
Holdings' establishment in 2001 as a holding company for AWI,
and their subsequent joint operation.  Moreover, since the
Petition Date, additional claims have been or could be asserted
as a result of these relationships and of transactions by
Holdings or AWWD against AWI, or vice versa.  In the ordinary
course of business, these intercompany claims have been recorded
on the books and records of the three entities and, assuming
that these intercompany claims are valid, the net intercompany
claim recorded is in Holdings' favor amounting to $12,000,000.

In consideration of AWI's agreement under the Plan to fund the
reasonable fees and expense associated with the Holdings Plan of
Liquidation, the treatment of Holdings, AWWD, and their officers
and directors as PI Protected Parties under the Asbestos
Permanent Channeling Injunction, the simultaneous release by AWI
of all claims, known and unknown, AWI has against Holdings and
AWWD, and the issuance of the New Warrants to AWWD, to avoid
potentially protracted and complicated proceedings to determine
the exact amounts, nature and status under the Plan of all such
claims, and to facilitate the expeditious consummation of the
Plan and the completion of Holdings' winding up, Holdings and
AWWD will, effective upon and subject to the occurrence of the
Effective Date, release all intercompany claims against AWI or
any of AWI's subsidiaries.

  Cloud on the Horizon -- Department of Labor Investigation

AWI discloses that, after an audit by the United States
Department of Labor, it was informed that the DOL is now
investigating the validity of AWI's use of certain employee
salary deferrals from 1996 to 2000 in the approximate aggregate
amount of $33.4 million, to fund debt payments provided for by
the Armstrong Employee Stock Ownership Plan.

AWI assures all parties and the Court that it is cooperating
with the DOL to address questions and concerns about these
transactions with the ESOP, and has made current and former
employees and directors available for interviews.

AWI "believes that it has fully complied with all applicable
laws and regulations governing the ESOP" and that its current
and former directors and employees likewise have fully met their
obligations -- but if the DOL asserts a claim with respect to
the employee salary deferrals, the agency may seek to assert
that claim against AWI and its current and former directors and
employees -- triggering obligations on AWI's part for payment of
expenses and attorney's fees for the individuals as well as
payments for its own defense.

The DOL has not filed a proof of claim in these Chapter 11
cases; however, AWI signed a tolling agreement with the DOL in
which AWI agreed it would not use any delay in filing a late
proof of claim during the period from October 17, 2002, to March
1, 2003, as an argument against any attempt by the DOL to file a
proof of claim -- but AWI reserved its right to object to any
claim on the basis that it was untimely as of October 17, 2002,
or as a result of any delay by the DOL in filing the claim after
March 1, 2003.

AWI believes that:

        (a) any claim against AWI is barred as a result of the
            DOL's failure to file a timely proof of claim in
            these chapter 11 cases;

        (b) the DOL's claims are barred in part by applicable
            statutes of limitation; and

        (c) in any event, the DOL's claims "are otherwise wholly
            without merit."

AWI's fiduciary insurer is providing a defense, subject to a
$250,000 deductible, but has preliminarily reserved its rights
with respect to coverage of these claims as they are "currently
unspecified." Moreover, any claims against any employee or
director of AWI or Holdings that served as an officer or
director at any time after the Petition Date would be subject to
indemnification by AWI under the terms of the Plan.(Armstrong
Bankruptcy News, Issue No. 40; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


BASIS100 INC: First-Quarter 2003 EBITDA Enters Positive Zone
------------------------------------------------------------
Basis100 Inc. (TSX: BAS), a business solutions provider for the
mortgage lending marketplace, announced its operating results
for the three months ended March 31, 2003. In addition,
subsequent to the end of the first quarter, the Company has sold
its interest in CanDeal.ca, and signed an agreement with FiLogix
Inc., to sell its Canadian Lending Solutions division. (All
monetary amounts are expressed in Canadian dollars unless
specified otherwise).

Revenue from continuing operations in the first quarter of 2003
was $10.2 million, an increase of 38 percent over revenues of
$7.4 million reported in the first quarter of 2002. U.S. sales
accounted for 76 percent of total sales in the period as
compared to 67 percent of total sales in the 2002 quarter.
Earnings (Loss) Before Interest, Taxes, Depreciation,
Amortization and Other Expenses ("EBITDA") for the current
quarter was $0.8 million as compared to a loss of $0.1 million
for the March 2002 quarter. 2003 revenue includes sales from
Mortgage Risk Assessment Corporation. MRAC was acquired in May
2002 and its activities were not included in the first quarter
of 2002.

For the quarter ended March 31, 2003, the net loss from
continuing operations was $2.5 million. Interest, depreciation
and amortization costs were $3.4 million including non-cash
interest charges of $0.9 million. This compares to a net loss
from continuing operations of $2.8 million including non-cash
interest charges of $0.3 million for the same quarter in 2002.
The Company recorded net income of $0.2 million for the quarter.
This compares with a net loss of $3.0 million for the same
quarter in fiscal 2002.

The Company's revenues generally reflect the seasonality that
exists within the mortgage origination and collateral valuation
markets. Data Warehousing and Analytic Solutions had revenue of
$7.7 million for the March 2003 quarter as compared to $4.9
million for the same period ending March 2002, an increase of 56
percent. The improvement in revenue reflects an expansion in the
number of transactions processed and the addition of MRAC
revenue of $2.2 million. Prior to the conversion into Canadian
dollars, U.S. revenues were $5.1 million USD for the March 2003
quarter, as compared to U.S. revenues of $3.1 million USD for
the comparable quarter in 2002. For the purposes of translation
into Canadian dollars, the average foreign exchange rate for the
March 2003 quarter was 1.51, as compared to 1.59 for the March
2002 quarter.

Lending Solutions revenues were $2.5 million for the March 2003
quarter and $2.2 million for the March 2002 quarter. The
improvement is attributable to an increase in the number of real
estate brokers that have subscribed to the system and a
consequent increase in the number of transactions processed.

Gross margin from continuing operations in the first quarter was
94 percent of sales compared to 97 percent for the comparable
2002 period. The decrease is attributable primarily to the
variable cost associated with certain of MRAC data acquisition
contracts, which were not included in the 2002 period.

Total operating expenses for the March 2003 quarter increased to
$8.7 million from $7.2 million in the comparable quarter in
2002. Included in the March 2003 costs are the operating
expenses of MRAC amounting to $1.0 million. MRAC was acquired on
May 31, 2002, and its activities are not included in the 2002
period. Prior to the conversion into Canadian dollars, U.S.
operating expenses were $3.6 million USD for the March 2003
quarter, as compared to U.S. operating expenses of $2.1 million
USD for the comparable quarter in 2002. For the purposes of
translation into Canadian dollars, the average foreign exchange
rate for the March 2003 quarter was 1.51, as compared to 1.59
for the March 2002 quarter.

Research and development costs for the March 2003 quarter were
$2.0 million as compared to $2.5 million in March 2002. The
reduction of $0.5 million is a continuation of the effort to
support products and services that provide an immediate benefit.
Projects requiring extensive research and development are
evaluated on the basis of cost and related return.

Selling and marketing expense was $1.6 million for both the
March 2003 and 2002 quarters. The sales and marketing programs
initiated during the current quarter included MRAC and were
completed without incremental expense.

General and administrative expenses for the three months ending
March 2003 were $2.4 million, an increase of $1.0 million from
the March 2002 quarter. The increase was attributable primarily
to salaries and bonus, professional fees, bank charges and
expenses attributable to MRAC. Approximately $0.2 million of the
increase relates to foreign exchange loss adjustments incurred
during the first quarter of 2003.

Customer support services in the March 2003 quarter were $2.7
million as compared to $1.7 million. The increase of $1.0
million was principally related to costs for data processing,
storage and back-up facilities, as well as additional expenses
related to MRAC.

At March 31, 2003, current assets were $13.2 million, which
included $6.0 million of cash and short-term investments.
Current liabilities were $18.2 million, including discontinued
operations liabilities of $6.8 million. Long-term debt included
capital lease obligations of $0.6 million and the liability
portion of the convertible debenture of $17.1 million. The
number of shares outstanding at March 31, 2003 was 37.2 million;
the number of fully diluted shares outstanding was 58.1 million.

                    Discontinued Operations

On October 30, 2002, the EFA Group registered a notice of intent
to file a proposal under the Bankruptcy and Insolvency Act of
Canada. The purpose of the filing was to provide the EFA Group
sufficient time to explore opportunities to sell its business
operations and its assets to interested parties, which was
expected to be concluded by the end of the first quarter of
2003. On December 16, 2002, a letter of intent on the sale of
the EFA Group assets was signed, followed by a definitive
agreement to sell on February 7, 2003. The Company subsequently
received court approval to sell and closed the transaction on
February 27, 2003. The court directed the trustee to distribute
the funds from the sale on April 16, 2003.

On March 27, 2003, the interim receiver placed the EFA Group
into bankruptcy. As a result of this action, all assets and
liabilities of the EFA Group were removed from the Company's
balance sheet. Basis100 continues to be responsible for certain
matters related to the restructuring of the EFA Group. Included
in current liabilities of the Company is $ 6,774,264 reflecting
amounts provided for in connection with these matters as at
March 31, 2003. The Company has recorded potential liabilities
for:

- performance guarantees and related letters of credit issued to
  the EFA Group's customers for which the Company provided
  either a guarantee or indemnity to the EFA Group's customers
  or debt holders;

- employment-related claims; and

- associated professional fees related to known and expected
  legal claims.

Management has made certain estimates in calculating the above
liabilities. Actual results may differ from such estimates. Due
to the uncertain nature of the timing of these liabilities they
have been classified as current liabilities in the accompanying
Consolidated Balance Sheet.

The financial results for the quarter ended March 31, 2002, have
been restated to reflect the operations of the EFA Group as
discontinued operations.

                       Subsequent Events

On April 11, 2003, the Company sold its ownership interest in
CanDeal.ca Inc.  The proceeds to be received will approximately
equal the carrying value of the investment as at March 31, 2003,
subject to the determination of certain closing adjustments and
transaction costs. In connection with this transaction, the
Company will receive payment in full for the subordinated
promissory note issued to CanDeal.

On April 21, 2003, the company signed a definitive agreement
under which the company will sell the Canadian Lending Solutions
division. Under the terms of the agreement, the company will
sell all the assets of CLS, including rights to its mortgage
technology, including MortgageBASE(TM), MortgagePlusBASE(TM),
HomeBASE(TM), ConsumerBASE(TM), and LenderBASE(TM) for a
purchase price of $16.1 million, subject to certain closing
adjustments. The agreement also gives the buyer exclusive usage
rights to BasisXpress(TM) in the Canadian market, and the
company retains the software rights to all areas outside Canada.

The agreement is subject to customary closing conditions and the
approval of the transaction by the Company's shareholders and
debentureholders at meetings to be held on May 15, 2003.

                         2003 Outlook

Basis100 is focused on delivering shareholder value over the
long term. As previously announced, the Company will not be
providing forward revenue or earnings guidance. Instead, the
Company will provide its outlook on certain key components
influencing financial results and will continue to communicate
its strategies, and priorities throughout the year via quarterly
conference calls and its Annual General and Special Meeting of
Shareholders.

All amounts are expressed in Canadian dollars unless otherwise
noted.

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


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

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

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

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


BETHLEHEM STEEL: ISG Completes Purchase of Debtors' Assets
----------------------------------------------------------
International Steel Group Inc., has completed the purchase of
the assets of the Bethlehem Steel Corporation.

"This is an important day for ISG.  We are now able to serve our
customers with a significantly broader line of products and
services through a network of conveniently located facilities.
ISG began the transition process over 6 weeks ago with the
installation of a Transition Management Team which is
maintaining continuity of operation at the former Bethlehem
facilities and the satisfaction of customer requirements," said
Rodney Mott, president and chief executive officer of ISG.

Mr. Mott expressed his appreciation to the employees of
Bethlehem Steel for their cooperation and welcomed them to the
ISG family.  He also praised the leadership of the United
Steelworkers of America for their participation in developing a
new tentative labor agreement covering the former Bethlehem
employees that is consistent with agreements covering ISG
employees.  He also acknowledged the assistance of UBS Warburg,
CIT and Goldman Sachs in developing the financial arrangements
related to the purchase.

"We are very grateful to our customers," said Mr. Mott, "who
have enthusiastically welcomed ISG into their family of vital
suppliers.

"We also wish to express our appreciation to our suppliers and
to the communities and units of government whose ongoing support
is critical to our efforts to preserve the jobs of thousands of
steelworkers in Indiana, Maryland, Pennsylvania, New York and
the other states in which Bethlehem operated," Mr. Mott said.

The International Steel Group was organized by WL Ross & Co. LLC
in February 2002 to acquire world-class steelmaking assets and,
in full cooperation with the United Steelworkers of America,
restructure those facilities to be globally competitive. In its
role as a leader in the restructuring and consolidation of the
North American steel industry,  ISG has purchased the principal
steelmaking assets of The LTV Corporation in April 2002; the
Acme Steel compact strip production facility in Riverdale,
Illinois in October 2002; and the assets of Bethlehem Steel
Corporation in May 2003. ISG is one of North America's largest
integrated producers of steel with annual shipping capability in
excess of 16 million tons.  ISG has operating facilities in ten
states including fully integrated steel works in Cleveland,
Ohio; East Chicago, Indiana; Burns Harbor, Indiana; and Sparrows
Point, Maryland.


BEVSYSTEMS INT'L: Slashes $1.8M Debt in Final Phases of Workout
---------------------------------------------------------------
BEVsystems International Inc. (OTCBB:BEVI) has made significant
progress towards restructuring its business and reducing its
corporate overhead. The Company reduced Compensation expenses by
$1.4 million annually and eliminated over $1.8 million in
accounts payable and accrued liabilities. Additionally the
Company announced that it has entered into agreements for the
sale of their manufacturing plant in Clearwater, Florida. When
completed this will reduce long-term debt by $720,000.

G. Robert Tatum, the Company's Chief Executive Officer hailed
these events as "significant progress" towards moving the
Company forward under its previously announced restructuring
plans. Tatum went on to say that "while there are still many
additional challenges as well as some litigation issues that we
are currently negotiating, we believe we are in the final phases
of getting the Company back on track."

BEVsystems now has a co-packer operating the bottling plant. As
a result of out-sourcing manufacturing, the cost of goods has
decreased by 55%. Under this new agreement, the first ocean-
going container of Life O2 was produced last week by the co-
packer, and shipped to Panama.

The Company has used both cash and stock in negotiating with
creditors. Some have converted from debt to equity and many of
these agreements call for payouts in restricted shares at
significant discounts or payouts over time. The Company stated,
that it used its best efforts to not create significant pressure
on its stock by the methodology it employed in these negotiated
settlements that have resulted in either the issuance of
restricted stock or the issuance of shares on a monthly basis
which shall be covered under a pending S-8 registration
statement. This registration statement, to be filed in the next
few days, shall also include amongst other expenses, future
professional fees to the Company's attorneys, out-sourced
services and other consultants.

Miami-based BEVsystems International Inc. (OTCBB:BEVI) is a
fast-growing leader in the premium beverage industry. With sales
in 22 countries, the success of its flagship Life02
SuperOxygenated Water brand, infused with up to 1,500 percent
more oxygen via patented process and technology innovations,
underscores BEVsystems' commitment to research and technology to
deliver superior quality beverage products. A recently published
peer review study in The European Journal of Medical Research
details the medical benefits of oxygen-enriched water. Visit
http://www.bevsystems.com


BIO-RAD.: S&P Ratchets Corp. Credit Rating Up 2 Notches to BB+
--------------------------------------------------------------
Bio-Rad Laboratories, Inc. (Amex: BIO; BIO.B), a multinational
manufacturer and distributor of life science research products
and clinical diagnostics, announced that Standard & Poor's
Ratings Services has raised the company's corporate credit
rating to "BB+" from "BB-," its senior secured rating to "BBB-"
from "BB-" and its subordinated debt rating to "BB-" from "B."
Standard & Poor's rated Bio-Rad's outlook as stable. According
to Standard & Poor's, the rating action reflects Bio-Rad's
success with integrating the 1999 acquisition of Pasteur Sanofi
Diagnostics, more than doubling EBITDA and extending its well-
established positions in competitive niche markets.

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

"Standard & Poor's increase in our credit rating reflects our
success over the past several years," said Christine Tsingos,
Bio-Rad's Vice President and Chief Financial Officer. "We look
forward to building upon our solid financial performance and
positioning the company for continued growth."

Bio-Rad's rating action can be found on Standard & Poor's public
Web site at http://www.standardandpoors.com

Bio-Rad Laboratories, Inc. -- http://www.bio-rad.com-- is a
multinational manufacturer and distributor of life science
research products and clinical diagnostics. It is based in
Hercules, California, and serves more than 70,000 research and
industry customers worldwide through a network of more than 30
wholly owned subsidiary offices.


BLUE STRIPE: Fitch Affirms BB 2000-1 Class E Notes Rating
---------------------------------------------------------
Fitch Ratings affirms the class A, B, C, D and E notes of Blue
Stripe 2000-1 Ltd., which is a collateralized loan obligation
established by Deutsche Bank AG to provide credit protection on
a $3 billion portfolio of investment grade bank loans.

        The following security is affirmed:

        -- $147,300,000 class A notes 'AAA';

        -- $66,000,000 class B notes 'AAA';

        -- $54,000,000 class C notes 'AA';

        -- $51,000,000 class D notes 'BBB';

        -- $48,300,000 class E notes 'BB'.

Fitch will continue to monitor this transaction.


BOOTS & COOTS: Settles Claims Dispute with Checkpoint Business
--------------------------------------------------------------
Boots & Coots International Well Control, Inc. (Amex: WEL), has
reached a financial settlement with Checkpoint Business, Inc.
regarding Checkpoint's option to purchase Boots & Coots'
Venezuelan subsidiary.  This payment eliminates any and all
claims Checkpoint has with the Company.

Jerry Winchester, Boots & Coots' CEO, stated, "Checkpoint
assisted the Company through a senior participation loan
designed to provide us with sufficient working capital for our
daily operations.  Additionally, the agreement provided for
Checkpoint's assistance in restructuring our debt.  The
agreement was mutually beneficial and we appreciate Checkpoint's
assistance during this phase of our restructuring initiatives.
We are pleased to have resolved this matter and look forward to
the continued dedication of our efforts on operations in Iraq
and the continued growth of our prevention services.  Management
will continue to focus on improving the balance sheet and
restructuring the Company's debt obligations.  This settlement
allows us to concentrate on the business at hand."

Boots & Coots International Well Control, Inc., Houston, Texas,
is a global emergency response company that specializes, through
its Well Control unit, as an integrated, full-service,
emergency-response company with the in-house ability to provide
its expanded full-service prevention and response capabilities
to the global needs of the oil and gas and petrochemical
industries, including, but not limited to, oil and gas well
blowouts and well fires as well as providing a complete menu of
non-critical well control services.  Additionally, Boots & Coots
WELLSURE(R) program offers oil and gas exploration and
production companies, through retail insurance brokers, a
combination of traditional well control and blowout insurance
with post-event response as well as preventative services.

As reported in Troubled Company Reporter's April 1, 2003
edition, Boots & Coots International Well Control, Inc.'s Board
of Directors decided against the restructuring proposal from
Checkpoint Business, Inc.  This proposal would have involved a
voluntary Chapter 11 bankruptcy filing by Boots & Coots and the
cancellation of Boots & Coots' common equity as part of the
bankruptcy process.  Additionally, Boots & Coots said that it
had paid in full its principal balance and interest outstanding
under its Loan Agreement with Checkpoint.


CABLETEL COMMS: Will Webcast First Quarter Results Tomorrow
-----------------------------------------------------------
Notification of First Quarter Results event:

        Cabletel Communications Corp.
        Q1 Earnings Announcement
        May 13, 2003, 11:00 AM ET

To listen to this event, enter
http://www.newswire.ca/webcast/viewEventCNW.html?eventID=557040
in your web browser.

For a complete listing of upcoming and archived webcasts
available through Canada NewsWire, please visit the events
calendar at http://www.newswire.ca/webcast CNW's webcast of
earnings calls is consistent with Market Regulation Services
Inc. initiatives to broaden investor access through the use of
new technology.

As previously reported, Cabletel Communications Corp. (AMEX:TTV;
TSX:TTV), the leading distributor of broadband equipment to the
Canadian television and telecommunications industries, entered
into a waiver and amendment to its credit agreement with its
senior bank lender that has resolved previously announced
technical violations with respect to the year ended December 31,
2002.

The technical violations had resulted from a variation of the
required minimum adjusted net worth, debt service coverage ratio
and interest coverage ratio as of December 31, 2002.


CALTON INC: Liquidity Concerns Raise Going Concern Uncertainty
--------------------------------------------------------------
Calton Inc.'s consolidated financial statements are prepared on
a going concern basis, which assumes that Calton will realize
its assets and discharge its liabilities in the normal course of
business. As reflected in the financial statements, Calton has
incurred losses from continuing operations of $646,000 and
$1,706,000 during the three months ended February 28, 2003 and
2002, respectively. As of February 28, 2003, the Company had
working capital of $1,562,000, which is not sufficient to fund
the current operating plan during the fiscal year ending on
November 30, 2003. These conditions raise substantial doubt as
to the ability of Calton to continue its normal business
operations as a going concern.

Management's plans to sustain Calton operations include
accelerating and augmenting revenue opportunities, principally
in the Credit Card Loyalty Business Segment, curtailing
operating expenses to the extent appropriate and raise
additional debt or equity capital from external sources. During
2002, Calton sold its non-performing interest in Innovation
Growth Partners which contributed to the Company's net loss in
the amounts of $1,020,000 and $442,000 during the fiscal year
ended November 30, 2002, and the quarterly period ended February
28, 2002, respectively. In addition, the Internet development
group of eCalton and PrivilegeONE consolidated office space to
best cross train and to leverage employee skill sets. While
management is actively addressing multiple sources of capital,
there are currently no commitments, and there can be no
assurances that sufficient capital can be raised under terms
acceptable to management. In addition, the Credit Card Loyalty
Business Segment is in an early stage of development. Having
established technological and market feasibility, management is
currently accessing marketing channels and developing
strategic partners to support the business. Access to and
maintenance of credit card services, such as those provided in
the Fleet agreement, are essential to conduct the Credit Card
Loyalty Business Segment. Fleet has advised the Company that it
wishes to terminate its agreement with the Company and withdraw
as the issuer of the PrivilegeONE credit card.

Although the Company does not believe that Fleet has the right
to terminate the agreement and withdraw as issuer, the Company,
with the cooperation of Fleet, is endeavoring to identify a
potential successor issuer to Fleet. The failure to enter into
an agreement with a successor issuer, if the agreement with
Fleet is terminated, would have a material adverse affect on the
Company.


CORRECTIONS CORP: First Quarter 2003 Financials Show Improvement
----------------------------------------------------------------
Corrections Corporation of America (NYSE: CXW) announced its
operating results for the three month period ended March 31,
2003.

For the first quarter of 2003, the Company reported net income
available to common stockholders of $17.4 million, compared with
a net loss available to common stockholders of $46.3 million for
the first quarter of 2002. Results for the first quarter of 2002
included the following special items:

     - A tax benefit of approximately $32.2 million resulting
       from the enactment in March 2002 of the "Job Creation and
       Worker Assistance Act", enabling the Company to carryback
       net operating losses from 2001 to offset taxable income
       generated in 1997 and 1996.

     - A favorable change in the fair value of derivative
       instruments of $3.4 million in accordance with Statement
       of Financial Accounting Standards No. 133.

     - A non-cash charge of $80.3 million for the cumulative
       effect of accounting change for goodwill in accordance
       with Statement of Financial Accounting Standards No. 142,
       which established new accounting and reporting standards
       for goodwill and other intangible assets.

There were no special items associated with the first quarter of
2003. Excluding the above mentioned special items affecting the
first quarter of 2002, the Company incurred a net loss available
to common stockholders of $1.7 million, or $0.06 per diluted
share.

Operating income for the first quarter of 2003 increased to
$42.3 million compared with $29.7 million for the first quarter
of 2002. EBITDA for the first quarter of 2003 increased to $55.1
million compared with $45.3 million for the first quarter of
2002. The increases in EBITDA and operating income were
generated by higher occupancy levels and operating margins.
Adjusted free cash flow also increased for the first quarter of
2003 to $30.5 million compared with $16.4 million for the year
earlier period. In addition to higher occupancy levels and
operating margins, the increase in adjusted free cash flow was
further driven primarily by lower interest expense resulting
from the positive effects of the refinancing of the Company's
senior debt in May 2002 combined with a lower interest rate
environment.

                   Operations Update

For the quarters ended March 31, 2003 and 2002, key operating
statistics for the continuing operations of the Company were as
follows:

                                 Three Months Ended March 31,
     Metric                             2003        2002
     --------------------------       ---------   ---------

     Average Available Beds             58,505      57,112
     Average Compensated Occupancy      91.6%       86.9%
     Total Compensated Man-Days      4,823,163   4,466,157

     Revenue per Compensated Man-Day    $50.78      $49.17
                                     ---------   ---------

     Operating Expense
       per Compensated Man-Day:
       Fixed                            27.91       28.58
       Variable                          9.59        9.66
                                      ---------   ---------
       Total                            37.50       38.24
                                      ---------   ---------

     Operating Margin
       per Compensated Man-Day          $13.28      $10.93
                                      =========   =========

     Operating Margin                    26.1%       22.2%

Total revenues for the first quarter of 2003 increased 11.5% to
$250.3 million from $224.4 million in the prior year first
quarter, as total compensated man-days increased to 4.82 million
from 4.47 million. The Company experienced increases in revenues
from each of its major customer classes -- federal, state and
local -- as average compensated occupancy for the first quarter
of 2003 increased to 91.6% from 86.9% in the prior year first
quarter. The Company's revenue per compensated man-day for the
first quarter of 2003 increased to $50.78 compared with $49.17
in the prior year first quarter, representing the eighth
consecutive quarterly increase in revenue per compensated
man-day.

Operating margins increased to $13.28 per compensated man-day in
the first quarter of 2003 from $10.93 per compensated man-day in
the prior year first quarter while the operating margin ratio
improved to 26.1% compared with 22.2% for the same period in the
prior year. Operating expense per compensated man-day actually
declined to $37.50 from $38.24 during the prior year period,
attributable primarily to better expense management in staffing
and benefits, food, utilities and medical expense. Operating
margins during the first quarter were also favorably impacted by
the take-or-pay contract at the Company's McRae, Georgia
facility, which was 53% occupied as of March 31, 2003 but for
which the Company received payment at a guaranteed 95% rate.
After taking into account the first quarter effects of the McRae
facility, the Company believes that operating margins of
approximately 25% are sustainable for the balance of the year.

Commenting on the first quarter results, President and CEO John
Ferguson stated, "The Company has just completed a solid first
quarter reflecting substantial increases in earnings per share,
EBITDA and adjusted free cash flow. The results were driven by
significant increases in revenues and occupancy, our ongoing
efforts to reduce operating expenses and lower interest costs
brought about by our 2002 refinancing and a favorable interest
rate environment." Ferguson continued, "Our increasing
occupancies provide evidence of our belief that the industry
environment of ongoing prison overcrowding combined with the
budget difficulties faced by our state and federal customers
will provide opportunities for the Company to fill its remaining
beds as well as to add additional capacity in appropriate
situations."

                   Transactions Update

On April 2, 2003, the Company initiated a series of transactions
intended to enhance its capital structure and to provide it with
additional financing flexibility that the Company believes will
enable it to more effectively execute its business objectives in
the future.

Common Stock Offering. On May 7, 2003, the Company completed the
sale and issuance of 6,400,000 shares of common stock at a price
of $19.50 per share, resulting in net proceeds to the Company of
approximately $117.3 million, after the estimated payment of
costs associated with the issuance. A selling stockholder of the
Company also sold 1,200,000 shares of common stock in the
offering. In addition, the underwriters exercised an over-
allotment option to purchase an additional 1,140,000 shares from
the selling stockholder. The Company did not receive any
proceeds from the sale of shares from the selling stockholder.

Note Offering. Concurrently with the common stock offering, the
Company also completed the sale and issuance of $250.0 million
aggregate principal amount of senior notes due 2011. The new
senior notes bear interest at the rate of 7.5% per annum and
will mature on May 1, 2011.

Proceeds from the common stock and note offerings have and will
be used to complete the following:

Purchase of Shares of Common Stock Issuable Upon Conversion of
$40.0 Million Notes. Pursuant to the terms of an agreement by
and among the Company and Income Opportunity Fund I, LLC,
Millennium Holdings II LLC and Millennium Holdings III LLC, MDP
converted the $40.0 million aggregate principal amount of the
Company's convertible subordinated notes due 2008 with a stated
rate of 10% plus contingent interest accrued at 5.5% into
3,362,899 shares of the Company's common stock and sold such
shares to the Company. The aggregate purchase price of the MDP
shares, inclusive of accrued interest of $15.5 million, was
approximately $81.1 million.

Tender Offer for Series B Preferred Stock. On April 2, 2003, the
Company announced an offer to purchase up to 90% of its 4.7
million shares of outstanding series B preferred stock. The
offer price for the series B preferred stock (inclusive of all
accrued and unpaid dividends) is $26.00 per share. The offer to
purchase is scheduled to expire at 12:00 midnight, New York City
time, on May 13, 2003, unless extended by the Company. Any
shares of series B preferred stock tendered on or before the
expiration of the offer to purchase will be purchased by the
Company promptly following the expiration of the offer to
purchase. As of May 7, 2003, approximately 3.7 million shares of
series B preferred stock had been tendered and not withdrawn.

Redemption of Series A Preferred Stock. Immediately following
consummation of the common stock and the note offerings, the
Company gave notice to the holders of its outstanding series A
preferred stock that 4,000,000 shares of the series A preferred
stock will be redeemed at a redemption price equal to $25.00 per
share, plus accrued and unpaid dividends to the redemption date.
There are currently 4,300,000 shares of series A preferred stock
outstanding with a liquidation value of $107.5 million. The
redemption will be made pro rata among the holders of such
outstanding shares and is expected to be completed in June 2003.

Payments on and Amendments to Senior Secured Bank Credit
Facility. The Company used the estimated remaining net proceeds
of the common stock and note offerings after application as
described above, combined with $25.3 million of cash on hand, to
pay-down $100.0 million outstanding under the term loan portions
of the senior secured bank credit facility. The Company received
the requisite consent of the lenders under its senior secured
bank credit facility to complete these transactions, and in
connection with the consent, obtained modifications to certain
covenants under the facility to generally provide the Company
with additional borrowing capacity and operational flexibility.

Upon completion of the transactions described above, and
assuming approximately 80% of the series B preferred
shareholders tender their stock, the Company will have
approximately 34.6 million shares of its common stock
outstanding, approximately 0.9 million shares of its series B
preferred stock outstanding and approximately 0.3 million shares
of its series A preferred stock outstanding.

                        Contract Update

During the fourth quarter of 2002, the Company was notified by
the State of Florida of its intention to terminate the Company's
contract to manage the 96-bed Okeechobee Juvenile Offender
Correctional Center upon the expiration of a short-term
extension to the existing management contract, which expired in
December 2002. Upon termination, which occurred March 1, 2003,
the operation of the facility was transferred to the State of
Florida. During the first quarter 2003, the Okeechobee facility
generated revenues of $0.8 million and incurred operating
expenses of $0.7 million. These results are reported as
discontinued operations.

On March 18, 2003, the Company was notified by the Department of
Corrections of the Commonwealth of Virginia of its intention to
terminate the Company's contract to manage the 1,500-bed
Lawrenceville Correctional Center upon the expiration of the
contract on March 22, 2003. This termination occurred on March
22, 2003. During the first quarter 2003, the Lawrenceville
facility generated revenues of $4.6 million and incurred
operating expenses of $5.3 million. These results are also
reported as discontinued operations.

                    Business Outlook

The Company provided initial EBITDA guidance for the first
quarter and full year 2003 in the range of $49 to $51 million
and $206 to $210 million, respectively. On April 2, 2003, the
Company revised its guidance announcing it expected first
quarter EBITDA to be in the range of $54 to $55 million and full
year 2003 to fall in the range of $215 to $220 million. The
Company expects EBITDA for the second quarter 2003 to be in the
range of $53 to $55 million, with estimates for the full year
unchanged from its April guidance. These results reflect an
expected non-cash gain of approximately $2.9 million associated
with the issuance and extinguishment of a promissory note
expected to occur during the second quarter of 2003 in
connection with the settlement of the state portion of the
Company's stockholder litigation, offset by a charge of
approximately $3.0 million in connection with the aforementioned
recapitalization transactions.

              Supplemental Financial Information

The Company has made available on its website supplemental
financial information and other data for the first quarter of
2003. The Company does not undertake any obligation, and
disclaims any duty, to update any of the information disclosed
in this report. You may access this information under the
investor section of the Company's Web site at
http://www.correctionscorp.com

The Company is the nation's largest owner and operator of
privatized correctional and detention facilities and one of the
largest prison operators in the United States, behind only the
federal government and four states. The Company currently
operates 59 facilities, including 38 company-owned facilities,
with a total design capacity of approximately 59,000 beds in
20 states and the District of Columbia. The Company specializes
in owning, operating and managing prisons and other correctional
facilities and providing inmate residential and prisoner
transportation services for governmental agencies. In addition
to providing the fundamental residential services relating to
inmates, the Company's facilities offer a variety of
rehabilitation and educational programs, including basic
education, religious services, life skills and employment
training and substance abuse treatment. These services are
intended to reduce recidivism and to prepare inmates for their
successful re-entry into society upon their release. The Company
also provides health care (including medical, dental and
psychiatric services), food services and work and recreational
programs.

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 INC: Case Summary & Largest Unsecured Creditors
--------------------------------------------------------
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

A. Daisytek Inc.'s 20 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
HP-Da Vinci       Trade Debt             $17,679,720
19320 Pruneridge Avenue
Cupertino, CA 95014
Mike Hall
North American Credit Mgr.
Tel: 281-514-4832
Fax: 281-514-7778

Brother Int'l.              Trade Debt              $3,350,745
100 Somerset Corporate Blvd.
Bridgewater, NJ 08807
Susan Delloiacono
Director of Credit
Tel: 908-252-3133
Fax: 908-252-3015

Federal Express             Trade Debt              $2,279,093
Attn: Box 371741
500 Ross St. Room 154-0470
Pittsburgh, PA 15262
David Archibald
Tel: 901-395-3022
Fax: 901-395-3081

Lexmark Int'l/A             Trade Debt              $2,119,817
One Lexmark Center Drive
Lexington, KY 40550
Gary Morin, CFO
Tel: 859-232-6400
Fax: 800-232-9539

HP Arlington                Trade Debt              $1,848,155
19320 Pruneridge Avenue
Cupertino, CA 95014
Mike Hall
North American Credit Mgr.
Tel: 281-514-4832
Fax: 281-514-7778

Avery Dennison              Trade Debt              $1,554,542
Office Products North America
50 Point Drive
Brea, CA 92821
Cindy Didomerico
Customer Fin'l Service Mgr
Tel: 714-674-8117
Fax: 800-662-8379

Epson America               Trade Debt              $1,525,761
3840 Kilroy Airport Way
Long Beach, CA 90806
Joe Cirilo, Dir. Of Credit
Tel: 562-290-5066
Fax: 562-290-5079

Sony Composition            Trade Debt              $1,096,067
1 Sony Drive
Park Ridge, NJ 07656
Bob Wellnitz
Fin'l Services Manager
Tel: 630-773-6163
Fax: 503-685-4988

Xerox Corporation           Trade Debt              $1,086,862
26600 SW Parkway
Wilsonville, OR 97070
Ron Hill. Director of Credit
Tel: 503-684-4213
Fax: 503-685-4988

Xerox Service Ctr.          Trade Debt                $855,097
100 Clinton Avenue South
Rochester, NY 14644
Molly Pianosi
Tel: 888-771-5225
Fax: 800-831-8647

3-M                         Trade Debt                $843,045
Building 224-5 North 41
3M Center
St. Paul, MN 55144
Kathy Dryna, Credit Manager
Tel: 651-733-1110
Fax: 651-737-4633

Diversified Data            Trade Debt                $814,499
Products
1995 Highland Driv-e, Suite D
Ann Arbor, MI 48108-2284
Rick Clement, Controller
Tel: 734-677-7878
Fax: 734-677-0938

Newell Office Products      Trade Debt                $599,491
Attn: A/R
29 E. Stephenson Street
Freeport, IL 61032-4235
Pam Shippy
Tel: 815-233-8939
Fax: 815-233-8639

FUJI                        Trade Debt                $596,338
555 Taxter Road
Elmsford, NY 10523
Lou Magarelli, VP
Tel: 914-789-7920
Fax: 914-592-1325

Minolta-QMS                 Trade Debt                $581,126
One Magnum Pass
Mobile, AL 36618
Brandon Cruthirds
Tel: 251-633-4300x1212
Fax: 251-639-3313

Fellowes                    Trade Debt                $519,782
1789 Northwood Avenue
Itasca, IL 60143
Rick Reinert
Corp. Credit Manager
Tel: 630-893-1600
Fax: 630-671-9057

Troy Systems Int'l          Trade Debt                $432,291
2331 South Pullman Street
Santa Ana, CA 92705
Jim Kingler, CFO
Tel: 949-250-3280
Fax: 949-250-3001

Canon USA - HOPD            Trade Debt                $427,385
15955 Alton Parkway
Irving, CA 92618
Mike Beason
Tel: 949-753-4101
Fax: 949-753-4098

Quality Imaging             Trade Debt                $404,576
25342 Commercentre Drive
Lake Forest, CA 92630-8823
David Berlin, CFO
Tel: 800-423-8600
Fax: 949-855-6348

Okidata America            Trade Debt                $351,138
2000 Bishops Gate Blvd.
Mount Laurel, NJ 08054-4603
Steve Boyd, VP
Tel: 856-222-7071
Fax: 856-222-5054

B. Arlington's 20 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Sortek, Inc.                Trade Debt              $1,102,382
7220 N.W. 36th Street
Suite 638
Miami, FL 33166
Angel Soler
Tel: 787-776-2745
Fax: 787-257-7269

Sharp Electronics Corp.     Trade Debt                $518,740
Dept. CHI Box 10067
Palatine, IL 60055-0067
Joe Gucwa
Tel: 800-892-9204
Fax: 630-759-9443

Techno, Inc.                Trade Debt                $465,233
145 Eastern Avenue
Bellwood, IL 60055-0067
Linda Williams
Tel: 708-544-3400
Fax: 708-5844-3401

Tech Trading, Inc.          Trade Debt                $375,957
500 West Trading, Inc.
500 West Main Street
Wyckoff, NJ 07481
Craig De Angelis
Tel: 201-560-1888
Fax: 201-560-1889

CSD Imaging Supplies        Trade Debt                $261,817
2200 Stonington Avenue
Suite 110
Hoffman Estates, IL 60195
Raj Sah
Tel: 847-843-8533
Fax: 847-843-0364

Brother International Corp  Trade Debt                $212,817

Quality Imaging Products    Trade Debt                $207,811

Sotis Business              Trade Debt                $195,492
Equipment, Ltd.

Okidata                     Trade Debt                $163,794

Plus Supply International   Trade Debt                $160,264

Epson America, Inc.         Trade Debt                $157,622

New Age Electronics, Inc.   Trade Debt                $153,638

American Imaging Supplies   Trade Debt                $149,790

Xerox Omnifax               Trade Debt                $138,951

Discover Group              Trade Debt                $123,385

American Toner Products     Trade Debt                $112,230

Venture Imaging Products,   Trade Debt                $101,297
Inc.

Xerox                       Trade Debt                 $99,348

Toner Time, Inc.            Trade Debt                 $89,348

A Toner Warehouse           Trade Debt                 $87,898

C. Tape Company's 20 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Sony                        Trade Debt              $1,520,145
1200 N. Arlington Heights
Road
Itasca, IL 60143
Mary Pasekel
Tel: 630-773-7533
Fax: 630-773-7875

FUKI Photo Film             Trade Debt                $640,896
Dept. 0480
555 Taxter
Elmsford, NY 10523
Tracy Lucas
Tel: 800-755-3854
Fax: 914-592-1325

Maxell Corp.                Trade Debt                $337,888
22-08 Route 208
Fairlawn, NJ 07410
Karla Benavides
Tel: 201-794-5954
Fax: 201-796-8497

Panasonic                   Trade Debt                $215,051

Emtec Multimedia            Trade Debt                $135,964

Enas Cassette World         Trade Debt                $127,933

Nexpak/Alpha Media          Trade Debt                 $99,395

Quantegy                    Trade Debt                 $59,555

PC Connection               Trade Debt                 $47,397

Exclamation Factory         Trade Debt                 $46,442

World Video Group           Trade Debt                 $39,842

Best Buy Cassette           Trade Debt                 $30,823

TDK Elec Corp.              Trade Debt                 $28,397

Imation                     Trade Debt                 $26,247

FUJI Pro Motion Pic         Trade Debt                 $21,808

Russ Bassett                Trade Debt                 $19,176

Lakeshore Graph             Trade Debt                 $19,068

The Nextrend                Trade Debt                 $18,141

9 to 5 Computer Supply      Trade Debt                 $16,738


DIRECTV: Unsecured Committee Turns to Pachulski Stang for Advice
----------------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
cases of DirecTV Latin America, LLC and its debtor-affiliates
desires to retain Pachulski, Stang, Ziehl, Young, Jones &
Weintraub PC as its counsel.  Pachulski is expected to:

    (a) provide legal advice with respect to the Committee's
        powers and duties as set forth in Section 1103 of the
        Bankruptcy Code, as an official committee appointed
        under Section 1102 of the Bankruptcy Code;

    (b) prepare, on the Committee's behalf, necessary
        applications, motions, objections, opposition,
        complaints, answers, orders, agreements and other legal
        papers;

    (c) provide legal advice with respect to any disclosure
        statement and plan filed in this case, and with respect
        to the process for approving or disapproving disclosure
        statements and confirming or denying confirmation of
        plans;

    (d) appear in court to present necessary motions,
        objections, applications and pleadings and to otherwise
        protect the Committee's interests; and

    (e) perform all other legal services for the Committee,
        which may be necessary and proper in this case.

Accordingly, pursuant to Section 328(a) of the Bankruptcy Code,
the Committee seeks the Court's authority to retain Pachulski as
its counsel, nunc pro tunc to March 27, 2003.

The Committee believes that Pachulski is particularly well
suited for the type of representation required.  Pachulski has
offices in Los Angeles, San Francisco, Wilmington, Delaware and
New York.  Moreover, Pachulski has substantial reorganization
and insolvency expertise.

In accordance with Section 330(a) of the Bankruptcy Code,
compensation will be payable to Pachulski on an hourly basis,
plus reimbursement of actual, necessary expenses and other
charges Pachulski incurs.  Laura Davis Jones, Esq., a
shareholder of Pachulski, Stang, Ziehl, Young, Jones & Weintraub
PC, informs the Court that their current hourly rates are:

    Laura Davis Jones                $560
    Marc A. Beilinson                 560
    Brad R. Godshall                  495
    Kathleen Marshall DePhillips      245
    Marlene Chappe                    125

According to Ms. Jones, expenses that need reimbursement
include, among other things, telephone and telecopier toll and
other charges, mail and express mail charges, special or hand
delivery charges, document retrieval, photocopying charges,
charges for mailing supplies, travel expenses and computerized
research.

Ms. Jones informs Judge Walsh that Pachulski does not hold any
interest or represent any other entity having an adverse
interest in connection with the Debtor's case.  Pachulski has no
connection with the Debtor, its creditors, the Office of the
U.S. Trustee or any other party with an actual or potential
interest in this Chapter 11 case or its attorneys and
accountants, except from time to time, Pachulski has
represented, and will likely continue to represent, certain
creditors of the Debtor and various other parties-in-interest in
matters unrelated to this Chapter 11 case.  Ms. Jones asserts
that Pachulski is a "disinterested person" as that term is
defined in Section 101(14) of the Bankruptcy Code. (DirecTV
Latin America Bankruptcy News, Issue No. 6; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


EASYLINK SERVICES: George Abi Zeid Acquires 9.59% Equity Stake
--------------------------------------------------------------
George Abi Zeid, President of International Operations, EasyLink
Services Corporation, beneficially owns 4,123,276 shares of
EasyLink Services Corporation common stock, including 268,296
shares issuable upon the exercise of Warrants and 300,000 shares
issued to Telecom International, Inc., constituting
approximately 9.59% of the outstanding common stock of EasyLink
Services Corporation. Mr. Zeid disclaims beneficial ownership of
the Telecom International, Inc. shares.

Mr. Zeid has sole power to vote, or to direct the vote, and the
sole power to dispose, or to direct the disposition of,
4,123,276 shares of the Company's common stock.  He has pledged
1,877,617 shares of the Company's common stock to AT&T Corp. to
secure a promissory note in the original principal amount of $10
million issued by EasyLink Services Corporation in favor of AT&T
Corp.

                         *   *   *

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

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


DOANE PET CARE: Red Ink Flows in First-Quarter 2003
---------------------------------------------------
Doane Pet Care Company reported results for its first quarter
ended March 29, 2003 and updated its outlook for fiscal 2003.

                       Quarterly Results

For the three months ended March 29, 2003, the Company's net
sales increased 18.1% (13.3% excluding the positive impact of
the foreign currency exchange rate) to $259.9 million from
$220.1 million recorded in the first quarter ended March 30,
2002.  First quarter 2003 sales performance benefited from
increased sales volume primarily from new business awarded in
2002 as well as the favorable currency exchange rate between the
dollar and Euro.

The Company reported a net loss of $7.9 million for the 2003
first quarter compared to net income of $8.5 million for the
2002 first quarter.  The Company's net loss in the 2003 first
quarter included an $11.1 million non-cash charge associated
with the bond offering and debt refinancing.

The Company reported net cash provided by operating activities
of $0.1 million for the 2003 first quarter compared to $38.5
million for the 2002 first quarter.  The decrease is primarily
due to an unusually favorable net change in working capital in
the 2002 first quarter.  In addition, 2003 included a one time
accrued interest payment of $8.3 million on the sponsor facility
that was repaid in full with proceeds from the bond offering.
The Company believes net cash provided by operating activities
is the most directly comparable GAAP financial measure to the
non-GAAP Adjusted EBITDA liquidity measure typically reported in
its earnings releases.

Adjusted EBITDA was $25.8 million for the 2003 first quarter
compared to $26.5 million in the 2002 first quarter.  The
benefit to the 2003 first quarter performance from higher sales
volume and a favorable foreign currency exchange rate was offset
by higher commodity costs.

Doug Cahill, the Company's President and CEO, said, "We are
pleased to report first quarter 2003 results in line with our
expectations.  Our first quarter performance represents a strong
start to the year and is a credit to the hard work of our entire
organization.  We continued to benefit from the new business
awarded last year and by the fact that private label programs
continue to be supported by retailers in all channels.  Despite
margin pressures created by significantly higher commodity
costs, we were able to deliver solid results because of our
Project Focus business strategy, with a continued emphasis on
the sales mix and profitability of our business.  Our global
manufacturing team did a great job satisfying the increased
demand with excellent service levels at our targeted costs."

Net interest expense for the 2003 first quarter increased $0.7
million to $14.0 million from $13.3 million recorded in the 2002
first quarter primarily due to the higher interest rate on the
portion of the Company's outstanding debt that was refinanced.

The fair value accounting for the Company's commodity derivative
instruments under SFAS 133 resulted in a $0.5 million reduction
in cost of goods sold in the 2003 first quarter, compared to a
$6.8 million reduction in cost of goods sold in the 2002 first
quarter, or a $6.3 million unfavorable impact on operating
results.

                        Bond Offering

On February 28, 2003, the Company completed its $213.0 million
offering of 10-3/4% senior notes due March 1, 2010.  The
proceeds were used to repay $169.3 million of the outstanding
balance under the Company's senior credit facility and $33.3
million was used to repay in full the outstanding principal
and accrued interest under the Company's sponsor facility.  The
balance of the proceeds was used to pay transaction fees and
expenses associated with the offering.  In connection with the
refinancing, the Company incurred a non-cash loss of $11.1
million.  See the footnote to the statements of operations table
below for the components of this loss.

                   2003 Outlook and Guidance

Cahill concluded, "We believe that our first quarter 2003
performance demonstrates that our global team is successfully
executing our Project Focus initiatives.  Our manufacturing
organization continues its strong performance levels as a result
of our ongoing cost control measures.  Moreover, our volume
growth trend is positive, reflecting the new business awarded
last year, continued growth from our top customers and a solid
growth trend for private label pet food in both the U.S. and
Europe.  Nevertheless, we are cautious in our near term outlook
because of the potential for further volatility in commodities
and natural gas."

The Company said that it anticipates annualized net sales growth
in the range of 11% to 12% for 2003.  The Company also revised
its original 2003 Adjusted EBITDA outlook of $105 million to a
range of $95 million to $105 million, which reflects the current
uncertainty concerning commodity prices.

The Company said that the comparable GAAP financial measure,
cash flow from operating activities is expected to range between
$14.7 million and $56.2 million for fiscal 2003.  Cash flow from
operating activities is difficult to project with more precision
because of the potential volatility in commodity prices and the
resulting impact on cash margin requirements for financial
derivatives used to hedge certain commodities.  This fact,
combined with the variability in the timing of cash receipts and
disbursements, can have a significant impact on net working
capital levels and thus, cash flow from operating activities.
For the full year 2003, the Company expects that net changes in
working capital will not use or provide any incremental cash,
but because of these uncertainties, the net change in working
capital could vary up to $15 million.

In connection with the Company's outlook of fiscal 2003 Adjusted
EBITDA, the Company has assumed higher commodity and natural gas
costs in fiscal 2003 over 2002 and an increase in employee-
related costs and distribution expenses, partially offset by the
impact of increased sales volume, improved operating
efficiencies at the Company's manufacturing plants and continued
Project Focus related initiatives.  The Company's outlook for
annualized cash flow from operating activities for 2003 assumes
no changes in net working capital from the 2002 level and
current income taxes of less than $2 million.  The Company's
assumption for 2003 annualized cash interest expense reflects
the variability in interest expense due to a portion of the
Company's debt being subject to variable interest rates and a
portion of the Company's debt being Euro-denominated debt and
impacted by fluctuations in currency exchange rates.

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.
For more information about the Company, including SEC filings
and past press releases, please visit
http://www.doanepetcare.com

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.


E-CENTIVES INC: $1 Million Working Capital Deficit at Mar. 31
-------------------------------------------------------------
E-centives, Inc. (SWX: ECEN), a leading provider of online
direct marketing technologies and services for global marketers,
announced financial results for the first quarter of 2003 with
these positive upward trends for the company:

BUSINESS HIGHLIGHTS - Generated quarter-over-quarter (Q1 '03 vs.
Q1 '02) and sequential (Q1 '03 vs. Q4 '02) incremental revenue
increases of 21% and 24%, respectively. The majority of this
increase relates to the recognition of an entire quarter of
revenue for the ConsumerREVIEW.com business unit, purchased by
the company in December 2002. - Decreased quarter-over-quarter
(Q1 '03 vs. Q1 '02) net loss and adjusted EBITDA loss by $3.7M
and $2.7M, respectively, as a result of business restructuring
and cost control initiatives, among other things, as referenced
in the Company's March 27, 2003 press release discussing its
2002 calendar year financial results.

Revenues for Q1 2003 were $1.6M compared to $1.3M in Q1 2002.
The company realized a net loss in Q1 2003 of $2.9M or $.08 per
diluted share compared to a net loss of $6.5M or $.17 per
diluted share in Q1 2002. The company reported a Q1 2003
adjusted EBITDA loss of $1.9M compared to an adjusted EBITDA
loss of $4.6M in Q1 2002.

Shares used to compute diluted net loss per common share are
based on the weighted average number of common shares
outstanding at the end of the referenced periods, which periods
include 20M additional common shares associated with the
company's fourth quarter 2001 rights offering.

E-centives Inc.'s March 31, 2003 balance sheet shows that its
total current liabilities exceeded its total current assets by
about $1 million, while its total shareholders' equity deficit
dwindled to about $4 million at December 31, 2002, from $7 a
year earlier.

"We're seeing continued progress on the revenue side of our
business, and are pleased with our pipeline of prospective
clients. But sales cycles continue to remain longer than we
anticipated," commented Kamran Amjadi, E-centives, Inc.'s
Chairman and Chief Executive Officer. "We maintain our focus on
delivering best-in-class products and solutions to the market
with strong patent protection on key elements of our
technologies and with a clear focus on generating positive ROI
for our customers."

"We carry on our efforts to fine tune the company's operating
cost structure to ensure success with all of our business
initiatives, and feel comfortable that we can scale the business
with minimal incremental overhead increases," added David
Samuels, E-centives, Inc.'s Chief Financial Officer.

E-centives, Inc. is a leading provider of online direct
marketing technologies and services that enable companies to
acquire and retain customers and promote more profitable
relationships with them. Clients include global businesses from
the consumer packaged goods, retail and media industries.
Headquartered in Bethesda, MD, just outside Washington, D.C.,
and with west coast offices in the San Francisco Bay Area, E-
centives, Inc. is traded on the SWX Swiss Exchange under the
symbol "ECEN".


ELCOM INT'L: Net Capital Nearly Depleted Due to Recurring Losses
----------------------------------------------------------------
Elcom International, Inc., announced operating results for its
first quarter ended March 31, 2003.

As a result of the sale of certain assets and the assignment of
the Company's United States information technology products and
services business in March 2002, the operating and balance sheet
information and financial summary table contained herein has
been prepared with all historical results of the IT Products and
services business included in discontinued operations.  As a
result, net sales, gross profit, operating profit and net loss
from continuing operations reflect the Company's ongoing U.S.
and U.K. eProcurement and eMarketplace technology licensing and
consulting businesses.

Net sales from continuing operations for the quarter ended
March 31, 2003, which represented eProcurement and eMarketplace
technology license and related services fees, were $669,000
compared to $599,000 in the comparable quarter of 2002, an
increase of $70,000 or 11.7%. Professional Services fees in the
U.S. and U.K. increased by $146,000, which more than offset a
decrease in License and associated fees, of $76,000.  Gross
profit for the quarter ended March 31, 2003 decreased to
$475,000 from $506,000 in the comparable 2002 quarterly period,
a decrease of $31,000 or 6.1% as a result of lower dollar, but
higher margin, License and associated fees, offset by higher
dollar, but lower margin Professional Services fees.

The Company incurred an asset impairment charge of $338,000 in
the first quarter of 2002 related to software intended to
augment the Company's PECOS technology.

The Company reported an operating loss from continuing
operations of $1,934,000 for the quarter ended March 31, 2003
compared to $4,168,000 reported in the comparable quarter of
2002, a decrease of $2,234,000 or 53.6%. This smaller operating
loss from continuing operations in the first quarter of 2003
compared to the 2002 quarter was due to the reduction in
selling, general and administrative expenses and the reversal of
a franchise tax accrual of $506,000 as payment was no longer
deemed probable as a result of a settlement with the Inland
Revenue.  A significant portion of the decline in SG&A resulted
from the Company's on-going cost containment measures designed
to realign its infrastructure costs to reflect lower than
anticipated license revenue due to the weak economy while being
able to support growing demand for professional services.
Reductions in personnel resulted in a decrease in compensation
expense in the first quarter of 2003 of approximately $870,000
when compared to the first quarter of 2002.  In addition, the
Company reduced its expenditures related to facilities and
telecommunication costs by approximately $83,000 in the first
quarter of 2003 compared to the first quarter of 2002.

The Company recorded a net loss from continuing operations for
the first quarter of 2003 of $1,445,000 compared to a net loss
from continuing operations of $4,174,000 in the first quarter of
2002, representing a decrease of $2,729,000, or 65.4%.  This
smaller loss included the reversal of a franchise tax accrual of
$506,000 as described above and a tax benefit of $492,000 from
the reversal of other tax accruals as payment was deemed no
longer probable.

The Company reported a net loss from discontinued operations of
$116,000 in the 2003 quarter compared to a net loss from
discontinued operations in the 2002 quarter of $1,420,000.
Included in discontinued operations were the financial results
related to the IT Products and services business in the U.S.
which was sold at the end of the first quarter of 2002.

The 2003 quarterly net loss from total operations (including
both discontinued and continuing operations) was $1,561,000
compared to $4,914,000 in the 2002 quarter. Basic and diluted
net loss from continuing operations per share for the first
quarter of 2003 were ($0.05), compared with a basic and diluted
net loss from continuing operations per share of ($0.16) in the
first quarter of 2002.

Cash and cash equivalents as of March 31, 2003 were $.4 million.
Although the Company recorded a net loss from total operations
of $1.6 million for the three month period ended March 31, 2003,
cash and cash equivalents decreased by $1.9 million between
December 31, 2002 and March 31, 2003.  The principal differences
between the net loss and the decrease in cash and cash
equivalents during the period were due to recording non-cash
expenses of $0.4 million and a net decrease in working capital
of $1.0 million. The implementation of cost containment programs
has significantly reduced the Company's expenses and cash
requirements going forward.  The Company believes that it will
continue to incur losses throughout 2003.  On April 3, 2003, the
Company signed an agreement with Cap Gemini Ernst & Young UK Plc
whereby CGEY would advance $980,000 in license fees to the
Company.  The Company believes this license fee(s) will become
due during 2003 via its contract with CGEY for the
Scottish Executive.  Each payment is contingent upon the Company
providing assistance to CGEY to set up a duplicate back-up
system in Toronto, Canada in order for CGEY to be able to
provide Disaster Recovery and Business Continuity Services for
Elcom's clients and the Scottish Executive.  These Services
would be made available to Elcom's clients for a fee and would
provide a back-up system to allow CGEY to provide Business
Continuity Services (to host, operate and manage), Elcom's
eProcurement system if Elcom were unable to do so for any
reason.  To date, the Company has received approximately
$600,000 and expects to fulfill each remaining provision in the
agreed to timetable and receive the entire amount by June 30,
2003.

As previously reported, on April 28, 2003, the Company closed a
private placement of ten-year 10% Senior Convertible Debentures
generating net cash proceeds of approximately $700,000 to the
Company.  Both outside institutional and accredited investors
participated in the Offering, with the majority of the
investment made by three of Elcom's senior executive team and
one of its directors.

At March 31, 2003, the Company's balance sheet shows that its
total current liabilities eclipsed its total current assets by
about $1.4 million. Its total shareholders' equity has further
shrunk to about $18,000 from about $1.6 million three months
ago.

Robert J. Crowell, Elcom International's Chairman and CEO, said,
"We are very pleased with our results from the first quarter
given overall economic conditions and a weak economy.  Our net
sales increased and our continuing cost containment programs are
keeping the Company's expenses as low as possible while
concurrently strengthening our relationship with our channel
partners.  Most importantly, as previously reported, I am
especially pleased that Elcom was able to raise funding of
approximately $700,000 (net cash to the Company) from a private
placement of convertible subordinated debentures, with some from
outside investors, combined with investments from myself and
others of the management team and one of the directors.  The
fact that the Company was able to raise funding during a period
of weak capital and economic environments, and also during the
war with Iraq, represents a strong measure of confidence in the
Company's new operating model and its prospects going forward."

John E. Halnen, President and COO added, "We now have sufficient
funding to support the time expected to allow us to grow our
eMarketplace initiatives with Colectric Partners, a large
computer and services company, and a substantial sized value-
added reseller in the IT products and services business.  We
also look forward to generating additional clients as the
awareness of the Company increases in the marketplace."

Mr. Crowell continued, "We are also very pleased with our
expanding relationship with CGEY as previously announced.  As
this relationship grows, we expect the Company to be introduced
to more potential opportunities going forward."

Elcom International, Inc. operates two wholly-owned
subsidiaries: elcom, inc., a leading international provider of
remotely-hosted eProcurement and Private eMarketplace solutions
and Elcom Services Group, Inc., which is managing the transition
of the recent sale of certain of its assets and the assignment
of customers to ePlus.  elcom, inc.'s innovative remotely-hosted
technology establishes the next standard of value and enables
enterprises of all sizes to realize the benefits of eProcurement
without the burden of significant infrastructure investment and
ongoing content and system management.  PECOS Internet
Procurement Manager, elcom, inc.'s remotely-hosted eProcurement
and eMarketplace enabling platform was the first "live"
remotely-hosted eProcurement system in the world.  Additional
information can be found at http://www.elcominternational.com


ENCOMPASS: Selling Residential Assets to Wellspring for $40-Mil.
----------------------------------------------------------------
As a result of the uncertainty associated with these Chapter 11
cases, the value of the Encompass Services Debtors' Residential
Services Group has diminished.  The Residential Debtors install
and maintain HVAC and plumbing in residences and small
commercial buildings.  The Residential Debtors market their
services to local, regional, and national homebuilders.

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.

Realizing that time is of the essence in maximizing the value of
these businesses, the Debtors began marketing the Residential
Debtors' assets in March 2003.  As a result of their marketing
efforts, the Debtors received bids from at least three
independent third parties.  After evaluating the offers, the
Debtors selected Wellspring Capital Management LLC as the
prospective purchaser.  The Debtors have determined that to
maximize the Residential Debtors' value and to minimize the
operational issues facing those businesses, the estates'
interests will be best served by rapidly negotiating and
consummating the prospective sale to Wellspring.

Accordingly, the Debtors and Wellspring entered into a letter of
intent concerning the Sale.  Pursuant to the Letter of Intent,
the Debtors will sell all or substantially all of the
Residential Debtors' assets to Wellspring, or its designee, for
$40,000,000. The Proposed Sale will take place in accordance
with the Debtors' Joint Reorganization Plan.

Consequent with the transaction, the Official Committee of
Unsecured Creditors has expressed objections to the Proposed
Sale in accordance with the Plan.  The Committee wants the Sale
to occur outside of the Plan pursuant to Section 363 of the
Bankruptcy Code.

To address the Committee's concerns, the Debtors revised certain
terms in the Purchase Agreement.  But the Committee continues to
object.

Pursuant to Section 363(f) of the Bankruptcy Code, Alfredo
Perez, Esq., at Weil, Gotshal & Manges LLP, in Houston, Texas,
asserts that the Debtors may sell the Residential Debtors'
assets free and clear of any lien, claim or interest of their
Senior Lenders if the Senior Lenders consent.  However, in this
case, Mr. Perez informs the Court that the Senior Lenders will
not consent to the Proposed Sale taking place under Bankruptcy
Code Section 363. Instead, the Senior Lenders have required that
the Sale take place in the context of the Plan.

In view of these circumstances, the Debtors ask the Court to
approve the sale of the Residential Debtors' assets pursuant to
the Plan. (Encompass Bankruptcy News, Issue No. 12; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


ENRON CORP: Examiner & Committee Move for CSFB Oral Examination
---------------------------------------------------------------
Enron Corporation Examiner Neal Batson and the Official
Committee of Unsecured Creditors ask the Court to compel the
oral examinations of these Credit Suisse First Boston
Corporation employees pursuant to Rules 7037 and 9016 of the
Federal Rules of Bankruptcy Procedure:

    (i) Osmar Abib, Managing Director for CSFB Banking team and
        CSFB Energy Group;

   (ii) Curt Launer, Analyst, originally with Donaldson, Lufkin
        & Jenrette and now with CSFB;

  (iii) Brian McCabe, Vice President for CSFB Corporate Finance,
        Investment Banking and Energy Groups;

   (iv) Mary Beth Mandanas, Associate in CSFB Leveraged Finance
        Group;

    (v) James Moran, Director for CSFB Energy Group;

   (vi) Laurence Nath, Managing Director for CSFB Structured
        Products; and

  (vii) Adebayo Oghunlesi, Head of CSFB Global Energy Group.

Dennis J. Connolly, Esq., at Alston & Bird LLP, in Atlanta,
Georgia, informs the Court that on February 28, 2003, the
Examiner issued subpoenas to the seven CSFB Deponents.  In fact,
CSFB counsel agreed to waive certain formalities with regard to
the subpoenas, e.g. witness fee checks.  However, CSFB counsel
informed the Examiner that the CSFB Deponents will not appear
for their oral examinations on the ground that the examination
should be deferred until the plaintiffs in the class action
litigation styled as "Newby v. Enron Corp., et al." pending
before Judge Melinda Harmon in the U.S. District Court for the
Southern District of Texas can participate in those
examinations.

Accordingly, the Examiner conferred with the Newby Class Action
Plaintiffs on their ability and preparedness to participate in
the examinations of the CSFB Deponents.  The Newby Class Action
Plaintiffs informed the Examiner that they will not be ready for
many months to participate in the examination because, pursuant
to the Private Securities Litigation Reform Act discovery stay,
they have not yet received any documentary discovery from CSFB
or any other financial institutions.

Mr. Connolly points out that the Examiner is presently required
to file the next Interim Report on June 28, 2003.  Given this
timing, Mr. Connolly explains that it would be impracticable to
defer the CSFB Deponents' oral examinations until the Newby
Class Action Plaintiffs are in a position to participate in
those examinations.

Moreover, Mr. Connolly contends that this request should be
granted because the examination of the CSFB Deponents will allow
the Examiner to determine the scope of the maters concerning the
Debtors' SPEs and related prepetition transactions, who was
involved in those transactions and to what extent. (Enron
Bankruptcy News, Issue No. 64; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


FIFTH ERA KNOWLEDGE: Initiates Corp. Restructuring & Name Change
----------------------------------------------------------------
Fifth Era Knowledge Inc. (FER - TSX-Venture) announced a
corporate restructuring and name change to Triton Capital
Corporation. This restructuring is necessary to help the
Corporation build its core business and participate in
additional business activities. The following steps will be
taken in the near future and will be subject to regulatory and
shareholder approval, as the case may be. The reorganization
involves the restructuring of debt, a share consolidation,
changes to the board, a private placement and name change to
Triton Capital Corporation.

      Restructuring of Debt with the Royal Bank of Canada

On April 30, 2003 the Corporation reached a settlement of all of
its liability to the Royal Bank of Canada totaling approximately
$602,000. The settlement included a cash payment of $20,000 on
May 7, 2003 and the issuance of 6,000,000 common shares at a
deemed price of $0.10 per common share. The debt settlement is
subject to regulatory approval. Concurrent with the issuance of
these common shares and the restructuring, Royal Bank of Canada
will own 26.6% of the issued common shares.

                         Reverse Split

The Corporation is proposing to consolidate its common shares on
a 7:1 basis. Post consolidation on a fully diluted basis there
will be approximately 3,211,000 common shares outstanding.

                       Board of Directors

As part of the above restructuring the Corporation wishes to
announce that Mr. David Mears will join the board of directors
and will stand for re-election at the next annual general
meeting. Mr. Mears will replace Mr. Peter Stunden who has
resigned effective May 6, 2003.

                       Private Placement

Concurrent with the above noted restructuring, the Corporation
will proceed with a private placement of up to $400,000. This
will be a non-brokered private placement. The terms of the
placement will be based upon the post consolidation share
structure and will be of units at a price of $0.10 per unit.
Each unit will be comprised of one post consolidation common
share and one half of one warrant exercisable at $0.25 per post
consolidation common share for a term of 2 years.

                         Name Change

The Corporation will change its name to Triton Capital
Corporation.


FLEMING COMPANIES: Hiring McAfee & Taft as Corporate Counsel
------------------------------------------------------------
Fleming Companies, Inc., and its debtor-affiliates seek to
employ McAfee & Taft, P.C., as special corporate counsel.

Ira D. Kharasch, Esq., at Pachuksi Stang Ziehl Young Jones &
Weintraub, P.C., in Wilmington, Delaware, relates that the Firm
has served as outside counsel to the Debtors for over 25 years
in relation to a wide range of legal activities, including
general corporate, securities, finance, litigation, real estate,
tax and regulatory matters of all types.  The Firm is also
engaged in 100 pending legal matters on behalf of the Debtors.

The Debtors request that the McAfee & Taft render services in
matters related to a variety of legal matters in which the Firm
represented the Debtors prior to the commencement of these
Chapter 11 cases.  Specifically, the Debtors intend to employ
McAfee & Taft so as to advise them in connection with:

    (a) general corporate, business, tax and fiduciary matters;

    (b) customer and vendor supply agreements, arrangements and
        programs and related financing activities, extensions of
        secured and unsecured loans and trade credit, and
        collection matters through litigation and arbitration
        proceedings;

    (c) general real estate matters, including lease and
        sublease arrangements relating to store, warehouse and
        office properties, and dispositions and acquisitions of
        real estate;

    (d) general business litigation;

    (e) matters pertaining to insurance issues;

    (f) franchising, licensing and related matters;

    (g) state, local and federal laws and regulations relating
        to the protection of the environment and human health
        and regulations related to their business operations;

    (h) matters pertaining to all aspects of employment law and
        related matters, including employment practices and
        policies, employee terminations and discipline, equal
        employment, non-competition and other business
        protection issues;

    (i) matters pertaining to executive employment packages,
        stock options, awards, individual severance agreements
        and releases;

    (j) matters pertaining to employment-based litigation and
        arbitration proceedings; and

    (k) all aspects of the Debtors' employee benefit plans,
        programs and arrangements, and all the other numerous
        qualified and nonqualified employee benefit programs
        sponsored by the Debtors.

Also, the Firm will advise and assist the Debtors in the
disposition of retail operations, other assets and subsidiaries.

Mr. Kharasch states that McAfee & Taft intends to charge the
Debtors based on regular hourly rates subject to periodic
adjustments, plus reimbursement for out-of-pocket expenses.  The
current standard hourly rates charged by the Firm are:

           Partners & Counsel           $190-350
           Associates                   $125-175
           Legal Assistants              $70-80

Louis J. Price, Esq., a McAfee shareholder, informs the Court
that his Firm holds a $5,404 prepetition claim against the
Debtors for expenses incurred prior to the Petition Date.  On
March 28, 2003, the Debtors paid the Firm $337,406 for legal
fees incurred between February 26, 2003 and March 25, 2003.
Also, on March 28, 2003, the Debtors paid to the Firm a retainer
of $300,000 to pay for legal services rendered and as
reimbursement for expenses incurred after March 25, 2003.

Moreover, the Firm billed the Debtors $92,269 of fees and $393
of expenses incurred from March 26, 2003 through March 31, 2003,
and debited the Retainer for these amounts.  Prior to the filing
of the petition, the Debtors replenished the Retainer by payment
to the Firm of $92,269.  Early on April 1, 2003, McAfee & Taft
debited the Retainer for an additional $25,000 as a result of an
underestimate of the fees incurred prior to April 1, 2003.

Further, Mr. Price adds that the actual amount of unpaid fees
and expenses through March 31, 2003, after applying the $92,269
payment, was $30,404.  Taking into account the $25,000 payment
made in the morning of April 1, 2003, the Debtors still owe the
Firm $5,404, which constitutes a prepetition claim.  The
Retainer has a current balance of $275,000.  Despite this claim,
Mr. Price maintains that it does not disqualify McAfee & Taft
from serving as special counsel in connection with the proposed
matters.

Mr. Price asserts that neither the Firm, its shareholder,
counsel or associate has any connection with the Debtors, their
creditors or any other parties-in-interest.  However, the firm
and certain of its shareholders, counsel and associates may have
in the past represented, and may currently represent and likely
in the future will represent the Debtors' creditors in
connection with matters unrelated to the Debtors' cases.  At
this time, McAfee & Taft is not aware of any representations.
Accordingly, Mr. Price assures the Court that McAfee & Taft will
not represent any creditor or party-in-interest in connection
with these cases. (Fleming Bankruptcy News, Issue No. 3;
Bankruptcy Creditors' Service, Inc., 609/392-0900)

DebtTraders reports that Fleming Companies Inc.'s 10.625% bonds
due 2007 (FLM07USR1) are trading between 1 and 2 cents-on-the-
dollar. For real-time bond pricing, go to
http://www.debttraders.com/price.cfm?dt_sec_ticker=FLM07USR1


FLEMING COMPANIES: Will Close Five Grocery Wholesale Divisions
--------------------------------------------------------------
Fleming Companies, Inc., consistent with its commitment to
improve cost efficiencies, will discontinue operations at five
of the company's wholesale divisions.  Fleming will focus its
resources on the company's other wholesale distribution centers,
which have performed at a higher level and shown greater
prospects for future growth and profitability.

In a separate action, the company is launching operations at its
new convenience distribution center in Denver.

            Certain Wholesale Divisions to be Closed

The company is closing its grocery wholesale divisions in Salt
Lake City, Utah; Warsaw, North Carolina; Northeast, Maryland;
and Phoenix, Arizona.  In addition, the company is closing a
general merchandise distribution center in King of Prussia,
Pennsylvania.

Bill May, President and CEO of Wholesale Distribution, said,
"While the decision to exit any market is difficult, it makes
excellent sense for us to scrutinize our operations and
concentrate our human and financial resources on those business
units and markets in which performance is highest and
opportunities are greatest.  The previously announced loss of
business at these divisions and their limited growth
opportunities has made it impossible for us to continue in these
markets as a core part of Fleming operations.

"After careful study and consideration, it was decided to take
this necessary action to advance our restructuring, which is
important to our company and our aggregate customer base."

"To minimize disruption to our customers supplied by the closing
divisions, we are committed to assisting the affected retail
customers in their successful transfer to a new supplier, as
practicable," said May.

Fleming intends to discontinue operations in the five selected
divisions by mid-June, 2003.  The company expects to immediately
begin transferring inventory from the closing divisions to other
Fleming facilities. Collectively, the closing divisions
represent approximately $1 billion in annualized revenue.  The
company's convenience distribution centers are unaffected by the
closing of these five wholesale divisions.

The company is also reviewing alternatives for its Minneapolis
division, which is entirely dedicated to supplying the company's
Rainbow Foods stores based in Hopkins, Minnesota.  As was
previously announced, Fleming has an asset purchase agreement to
sell 31 of the stores and has filed a motion with the U.S.
Bankruptcy Court to establish an auction for the sale of the
stores.

                 New Convenience Division Opening

The company is also announcing the opening of its new
convenience division in Denver, Colorado.  This facility
replaces the previous Denver division, which was destroyed by
fire in late 2002.  In the interim, Fleming has supplied the
Denver customers with products from other convenience divisions
in the region.

Mike Walsh, President and Chief Executive Officer of Convenience
Distribution, said, "The entire team did a phenomenal job of re-
establishing our successful Denver operations over a very short
period of time.  I am grateful for the support we received from
the community leaders and our customers, and excited about
resuming service from the profitable Denver division."

The Denver division's official grand opening celebration is
scheduled for May 16, 2003.

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


GENERAL CHEMICAL: S&P Assigns Default Ratings & Halts Coverage
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on General Chemical Industrial Products Inc. to 'SD', or
selective default, from 'CC' and lowered its subordinated debt
rating on the company's subordinated notes due 2009 to 'D' from
'C'.

Standard & Poor's said that it removed all ratings on General
Chemical from CreditWatch and subsequently withdrew them at the
company's request.

The 'SD' corporate credit rating was assigned to reflect General
Chemical's ongoing payments to certain other creditors,
including its bank group.

"The downgrade reflects General Chemical's decision not to make
its May 1, 2003, interest payment on its $100 million 10-5/8%
subordinated notes as a condition of the forbearance agreement
that it has entered into with its senior bank lenders," said
Standard & Poor's credit analyst Peter Kelly. The company will
have a 30-day period to cure this situation before it becomes an
event of default under the indenture, although payment is
unlikely. The company intends to restructure its debt with its
senior lenders and representatives of the subordinated note
holders over the next several months.

General Chemical Industrial Products, based in Hampton, N.H., is
a North American producer of soda ash, and had about $146
million of debt outstanding as of Dec. 31, 2002. Soda ash is a
chemical used in glass production, detergents, and water
treatment. The company's profitability has deteriorated due to
the ongoing effect of lower soda ash prices, high energy costs,
and the weak economic environment.


GENZYME CORP: Board Approves Proposed Tracking-Stock Elimination
----------------------------------------------------------------
Genzyme Corp.'s board of directors has approved the elimination
of the tracking stock structure. This will be accomplished
through a transaction in which all outstanding shares of Genzyme
Biosurgery stock (Nasdaq: GZBX) and all outstanding shares of
Genzyme Molecular Oncology stock (Nasdaq: GZMO) will be
exchanged for shares of Genzyme General stock (Nasdaq: GENZ) on
June 30, 2003. Beginning July 1, Genzyme Corp. will have one
outstanding series of common stock, which will continue to trade
on the Nasdaq National Market under the ticker symbol GENZ.

Holders of Genzyme Biosurgery and Genzyme Molecular Oncology
stock will receive shares of Genzyme General stock at an
exchange ratio determined under the provisions of Genzyme's
corporate charter. Specifically, Genzyme Biosurgery shareholders
will receive 0.04914 of a share of Genzyme General stock in
exchange for each Biosurgery share, and Genzyme Molecular
Oncology shareholders will receive 0.05653 of a share of Genzyme
General common stock in exchange for each Molecular Oncology
share.  Consistent with provisions of the charter, the exchange
ratios represent a 30 percent premium to the value of Genzyme
Biosurgery and Genzyme Molecular Oncology shares, based on
average closing prices for each of the three stocks for the 20-
day trading period from March 26-April 23, 2003.  Cash will be
paid for fractional shares.

"The strength of our business has allowed us to take this
important step to simplify our capital structure," said Henri A.
Termeer, chairman and chief executive officer of Genzyme Corp.
"While tracking stocks have enabled us to create tremendous
value in the past, current financial market conditions have
reduced their ability to raise needed capital. This change in
our financial structure will create a simpler, stronger Genzyme
for investors. We do not expect to make any major changes within
our businesses or research programs at this time, and our
earnings per share guidance excluding amortization will continue
to be in the range of $1.25-$1.35."

Genzyme Corp. markets a large portfolio of products, including
important growth drivers Renagel(R) (sevelamer hydrochloride)
for patients with end-stage renal disease on hemodialysis;
Synvisc (R) (hylan GF-20) for osteoarthritis of the knee; and
three products for the treatment of lysosomal storage disorders-
Cerezyme(R) (imiglucerase for injection) for Type 1 Gaucher
disease, Fabrazyme(R) (agalsidase beta) for Fabry disease, and
Aldurazyme(R) (laronidase) for MPS I.  Total corporate revenue
surpassed $1.3 billion in 2002.

Genzyme Corp. has a substantial clinical and research pipeline
focused on treatments for genetic disorders, renal disease,
orthopedics, immune-mediated diseases, cancer, and heart
disease. Genzyme's global infrastructure includes approximately
5,700 employees; extensive manufacturing, regulatory, scientific
and clinical operations; and a commercial presence in more than
80 countries. Genzyme Corp. had approximately $1.23 billion in
cash and equivalents as of March 31, 2003.

              Genzyme Corp. Financial Guidance

Genzyme Corp. is issuing financial guidance for 2003. This
guidance consists of actual first-quarter results and
anticipated second-quarter results for Genzyme General, and
anticipated results for the Genzyme Corporation for the third
and fourth quarters of the year. This guidance does not include
expected results for Genzyme's cardiothoracic devices business,
which the company has been in the process of divesting in order
to maintain its focus on biotechnology products.  Complete
guidance for 2003 is detailed on an attached chart.

Genzyme expects to generate annual revenue growth of
approximately 20 percent and earnings-per-share growth of
approximately 20-25 percent annually in the near to medium-term.

Revenues for the year are now expected to increase to between
$1.35-$1.42 billion, reflecting the original guidance for
Genzyme General plus the second half revenue of the Biosurgery
and Molecular Oncology businesses.

Gross margin is expected to be in the range of 75-76 percent of
revenue, reflecting changes to the overall product mix.

Selling, general and administrative expenses are expected to be
in the range of $392-$404 million.  Genzyme will continue to
hold SG&A spending in line with revenue growth.  It anticipates
some savings associated with the consolidation of its capital
structure.

Corporate research and development spending is expected to be in
the range of $276-$290 million, reflecting the original guidance
for Genzyme General plus the second half spending of the
Biosurgery and Molecular Oncology businesses.  Genzyme will
evaluate and prioritize its current research programs in order
to maintain R&D spending at approximately 20 percent of revenue
in the near term.  It will also continue to evaluate strategic
alliances to help accelerate the progress of certain programs.

Amortization is expected to be approximately $53 million, or
$0.15 per share, primarily reflecting the acquisitions of GelTex
Pharmaceuticals and Biomatrix in 2000.

GAAP earnings are expected to be in the range of $1.10-$1.20 per
diluted share.  Excluding amortization, earnings are expected to
be in the range of $1.25-$1.35 per diluted share.

Genzyme expects to end the year with approximately 224 million
diluted shares outstanding, including the approximately 3
million new shares issued in exchange for Genzyme Biosurgery and
Genzyme Molecular Oncology shares.

The effective net tax rate for the corporation is expected to be
approximately 30 percent, compared to prior guidance for Genzyme
General of 25-26 percent.

Genzyme Corporation is a global biotechnology company dedicated
to making a major positive impact on the lives of people with
serious diseases and medical conditions.  This commitment has
driven innovation in treating both widespread diseases and rare
genetic conditions, in providing leading diagnostic tests and
services, in bringing the benefits of biotechnology to the
practice of surgery, and in developing novel approaches to
cancer. Genzyme's 5,700 employees worldwide serve patients in
more than 80 countries.

As reported in Troubled Company Reporter's May 6, 2003 edition,
Standard & Poor's Ratings Services revised its outlook on
Genzyme Corp., to positive from stable. At the same time,
Standard & Poor's affirmed its 'BBB-' corporate credit rating
and its 'BB+' subordinated debt rating on the company.

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


GLIMCHER REALTY: Retenants Additional Vacant Anchor Space
---------------------------------------------------------
Glimcher Realty Trust, (NYSE: GRT), one of the country's premier
retail REITs, has signed a lease for a 61,000 square foot vacant
anchor location.  The retenanting of this anchor space in a
community center is in keeping with the Company's strategy to
retenant or sell vacant anchor locations in its community center
portfolio.

On May 8, 2003, the Company entered into a lease with Hobby
Lobby Stores of Oklahoma City for the vacant former Service
Merchandise location consisting of 61,000 square feet at
Clarksville Plaza in Clarksville, IN which is a part of the
Louisville, KY's metropolitan statistical area.

Together with the retenanting of this former Service Merchandise
location, and the sales earlier this week of a vacant Kmart
location and a vacant Ames location, the Company continues to be
successful in its program to retenant or sell the vacant anchor
locations in its community center portfolio.

As of May 8, 2003, the Company's 23 regional malls represent
19.8 million square feet of gross leasable area and the
Company's total portfolio includes 70 properties consisting of
25.1 million square feet of GLA.

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

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


HANOVER COMPRESSOR: Selling California Power Generation Assets
--------------------------------------------------------------
Hanover Compressor Company (NYSE:HC), the leading provider of
outsourced natural gas compression services, has entered into an
agreement to sell its ownership interests in two power plants
located in Fresno County, California.

Hanover has agreed to sell its 49% membership interest in
Wellhead Power Panoche, LLC and its 92.5% membership interest in
Wellhead Power (Gates), LLC to Hal Dittmer and Fresno Power
Investors Limited Partnership, who currently own the remaining
interests in Panoche and Gates. Panoche and Gates own gas fired
peaking power plants of 49 megawatts and 46 megawatts,
respectively. Total consideration for the transaction is
approximately $28 million consisting of approximately $3.1
million for Hanover's membership interests in Panoche and Gates,
$6.9 million for loans from Hanover to Panoche and Gates, and
the release of Hanover's obligations under a capital lease from
GE Capital to Gates that was included on Hanover's December 31,
2002 balance sheet as a liability held for sale and has a
current outstanding balance of approximately $18 million.

Hanover will receive approximately $7.2 million in cash and $2.8
million in notes that mature in May 2004. The notes will be
secured by the assets and stock of Santa Maria Cogen, Inc., the
operator of a 9 megawatt power plant in Santa Maria, California.

In addition, upon closing of the transaction, Hanover will be
released from a $12 million letter of credit from the company to
General Electric that was provided as additional credit support
for the Gates capital lease, thus freeing up $12 million in
liquidity under Hanover's revolving credit facility. Hanover
expects to close the transaction by mid 2003.

In December 2002, Hanover classified these operations as
discontinued operations and will continue to report the
financial results from these operations as discontinued
operations in its financial statements until the close of this
transaction.

Hanover Compressor Company -- http://www.hanover-co.com-- is
the global market leader in full service natural gas compression
and a leading provider of service, financing, fabrication and
equipment for contract natural gas handling applications.
Hanover sells and provides this equipment on a rental, contract
compression, maintenance and acquisition leaseback basis to
natural gas production, processing and transportation companies
that are increasingly seeking outsourcing solutions. Founded in
1990 and a public company since 1997, Hanover's customers
include premier independent and major producers and distributors
throughout the Western Hemisphere.

As reported in Troubled Company Reporter's November 18, 2002
edition, Standard & Poor's placed its ratings on Hanover
Compressor Co., ('BB' corporate credit rating) on CreditWatch
with negative implications, reflecting the company's
announcement that the SEC was changing the status of its review
of financial restatements to formal from informal.

DebtTraders says that Hanover Compressor's 4.750% bonds due 2008
(HC08USR1) are trading at about 70 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=HC08USR1for
real-time bond pricing.


HAWAIIAN AIRLINES: Reaches Aircraft Lease Restructuring Pact
------------------------------------------------------------
Hawaiian Airlines, Inc., a subsidiary of Hawaiian Holdings, Inc.
(Amex: HA; PCX), has reached agreement with Ansett Worldwide,
one of its principal aircraft lessors, on a consensual
restructuring of the financial terms of the leases for seven
Boeing Model 767 aircraft. The agreement is subject to review
by Hawaiian Airlines' creditors committee and approval of the
Bankruptcy Court.

Hawaiian said it intends to assume the leases as part of its
plan of reorganization, and will request an expedited hearing
from the Bankruptcy Court to consider approval of the
restructuring and the assumption of the leases.

According to John W. Adams, chairman and CEO of Hawaiian, "This
agreement, which grew out of management's initial attempts to
create a more viable, competitive business model for the
airline, is a significant step toward achieving that goal.
Since beginning the restructuring process late last year, our
discussions with Ansett have been productive.

"We are gratified by Ansett's confidence not only in the future
of Hawaiian Airlines, but the timely and successful completion
of our restructuring, as well."

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

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

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

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

Additional information on Hawaiian Airlines is available on the
airline's Web site at http://www.HawaiianAir.com


HAYES LEMMERZ: Furnishing Fin'l Info Re $575MM Debt to Lenders
--------------------------------------------------------------
In connection with its proposed emergence from Chapter 11
bankruptcy proceedings, Hayes Lemmerz International, Inc., is
providing certain financial and other business information to
prospective lenders in connection with the syndication of a
proposed $575 million senior secured credit facility, with
Citigroup Global Markets Inc. and Lehman Brothers Inc. as joint
lead arrangers and book managers. Such financial and other
business information has not been previously disclosed publicly
and is being furnished by the Company, to the SEC, pursuant to
Item 9 of Regulation FD.

The Company had Adjusted EBITDA of $228.5 for the fiscal year
ended January 31, 2003, and Adjusted EBITDA of $154.3 and $286.1
for the fiscal years ended January 31, 2002 and 2001,
respectively.

Of the Company's $228.5 million of Adjusted EBITDA for the year
ended January 31, 2003, 41% was derived from the Company's North
American business, and 59% was derived from the Company's
business outside of North America. Of the Company's $2.0 billion
of net sales for the year ended January 31, 2003, 63% was
generated in North America and 37% was generated by the
Company's business outside of North America.

EBITDA, a measure used by management to measure operating
performance, is defined as operating income (loss) plus
depreciation and amortization. Adjusted EBITDA is defined as
EBITDA further adjusted to exclude unusual items such as:  (i)
asset impairment losses, restructuring and other charges; (ii)
reorganization items; (iii) cumulative effect of changes in
accounting principles; and (iv) extraordinary gains or losses.
Hayes Lemmerz has referenced these non-GAAP financial measures
as a management group frequently in its decision-making because
they provide supplemental information that facilitates internal
comparisons to historical operating performance of prior periods
and external comparisons to competitors' historical operating
performance.  Institutional investors generally look to adjusted
EBITDA in measuring performance, among other things. Hayes
Lemmerz bases its forward-looking estimates on Adjusted EBITDA
to facilitate quantification of planned business activities and
enhance subsequent follow-up with comparisons of actual to
planned Adjusted EBITDA. In addition, incentive compensation for
management is based on Adjusted EBITDA. The Company has
disclosed these non-GAAP financial measures in order to provide
transparency to investors.

EBITDA and Adjusted EBITDA are not recognized terms under GAAP
and do not purport to be alternatives to operating income as
indicators of operating performance or to cash flows from
operating activities as measures of liquidity. Because not all
companies use identical calculations, these presentations of
EBITDA and Adjusted EBITDA may not be comparable to other
similarly titled measures of other companies. Additionally,
EBITDA and Adjusted EBITDA are not intended to be measures of
free cash flow for management's discretionary use, as they do
not consider certain cash requirements such as interest
payments, tax payments and debt service requirements.


HEALTHSOUTH CORP: Signs-Up PricewaterhouseCoopers as New Auditor
----------------------------------------------------------------
HEALTHSOUTH Corporation (OTC Pink Sheets: HLSH) announced that
the Audit Committee of its Board of Directors has appointed
PricewaterhouseCoopers LLP as HealthSouth's new independent
auditor.  The Audit Committee made the appointment following a
month-long search and evaluation. PricewaterhouseCoopers
replaces Ernst & Young LLP, whose engagement as auditor was
terminated by the Audit Committee previously.

PricewaterhouseCoopers is the world's largest professional
services organization, drawing on the knowledge and skills of
more than 125,000 professionals in 142 countries.

HEALTHSOUTH is the nation's largest provider of outpatient
surgery, diagnostic imaging and rehabilitative healthcare
services, with nearly 1,700 locations in all 50 states, the
United Kingdom, Australia, Puerto Rico, Saudi Arabia and Canada.
HealthSouth can be found on the Web at
http://www.healthsouth.com

As reported in Troubled Company Reporter's April 14, 2003
edition, HEALTHSOUTH Corporation and its bank lenders executed a
Forbearance Agreement on the Company's $1.25 billion credit
facility through May 1, 2003.

The agreement provided that the bank lending group, headed by
JPMorgan Chase Bank and Wachovia Securities, will forbear from
exercising remedies arising from the default of the Company's
credit facility, which was announced on March 27, 2003, absent
any new defaults under the credit facility or the Forbearance
Agreement.


INTERPUBLIC: Accelerated Cost Reduction Initiatives Planned
-----------------------------------------------------------
The Interpublic Group of Companies reported a net loss of $8.6
million for the quarter ended March 31, 2003, compared to
earnings of $59.8 million in the year-earlier quarter. Revenue
at many operations continued to reflect weak demand for
services, while costs increased, in part due to higher severance
expense and professional fees.

David Bell, Chairman and CEO, The Interpublic Group, commented:
"As I said two months ago on Day One, we have major work ahead
of us. Interpublic is - and will remain - a work in progress.

"In a short time, we have made significant strides against the
top priority I have set for the company. The balance sheet has
been strengthened considerably and should be where we want it by
year's end. We have also brought on board a Chief Operating
Officer who will be vital in driving financial accountability
and reliability within operating units. He will be instrumental
in planning and implementing a cost savings acceleration program
that is required in order to restore competitive margin
performance.

"Turnarounds take time. I believe our company's operating
results in the second half of 2003 and the first half of 2004
will finally provide us with a firm baseline for the future
performance of the real Interpublic."

                  Results from Operations

First quarter 2003 revenue increased nearly one percent to
$1,433.0 million, as the benefit of higher foreign exchange
rates masked the continuing softness in demand for advertising
and marketing services in international markets. On a constant
currency basis, revenue fell 3.6%. Organic revenue fell 5.4% in
the period, as uncertainty in the geopolitical arena caused many
clients to defer spending and cancel activity, notably in public
relations and other project oriented businesses.

In its ongoing effort to align costs with revenue, Interpublic
continued to reduce its worldwide headcount. Salaries and
related expense nevertheless increased 4.5% to $908.2 million.
In constant dollars, salary and related expenses declined
slightly, including a substantial increase of $13.8 million in
severance expense, compared to the year-earlier quarter. At the
end of the quarter, worldwide headcount totaled 49,400 compared
to 50,800 at year end and 53,000 in March 2002.

Office and general expenses were also negatively impacted by
higher exchange rates, increasing 15.4% to $484.4 million,
including higher bad debt expense, significantly increased
professional fees and higher bank costs.

In addition, the company recorded an $11.1 million charge
related to the impairment of long-lived assets at Motor Sports.
This amount reflects $4.0 million of current quarter capital
expenditure outlays contractually required to upgrade and
maintain certain of its existing facilities, as well as the sale
and shut-down of certain other operations.

                          New Business

Interpublic's agency brands continued to demonstrate their
competitive vitality in the first quarter by posting $888
million of net new business won. New business wins totaled $1.3
billion, including new or additional assignments from
AstraZeneca, AT&T, Bank of America, Brown Forman, Budget Rent-a-
Car, Genentech, Hewlett Packard, Johnson & Johnson, L'Oreal,
Merck, Nikon, Novartis, Pfizer and Siemens.

Significant wins already announced in the second quarter include
Capital One, Macy's, L'Oreal (Plenitude), Novartis (Lotril) and
AG Edwards.

Revenue Mix

Domestic operations, which constitute 57% of the company's
portfolio, generated revenue of $815.8 million, compared to
$831.7 in the first quarter of 2002. Organic revenue in the U.S.
fell 3.0% in the quarter. U.S. advertising and media revenue
decreased 1.9% to $478.0 million, while marketing and
communications services declined 2.0% to $337.8 million.

International revenue increased 4.9% to $617.2 million, as
market weakness notably in the United Kingdom, Brazil, India and
Italy was masked by stronger international currencies.
International advertising and media revenue increased 0.2% to
$356.5 million, while marketing and communications services in
overseas markets increased 12.2% to $260.7 million. On a
constant currency basis, international revenue declined 5.6%.
International organic revenue was 8.5% lower in the first
quarter.

Non-Operating Expense and Taxes

Interest expense increased to $38.8 million in the quarter,
partly reflecting the issuance of $800 million 4.5% convertible
notes on March 11. A portion of these proceeds were invested
until April 4, at which time they were used to fund the
repurchase of substantially all of the company's $702 million
zero-coupon convertible notes issue due 2021. Interest income
increased as a result of higher cash balances in the quarter.

In addition, the company recorded an impairment charge related
to an unconsolidated affiliate in Brazil.

The company's tax rate was 43% in the first quarter of 2003,
compared to 38% in the prior year period, reflecting the larger
contribution of earnings from the United States.

                     Debt and Liquidity

On March 31, 2003, Interpublic's total debt was $3.3 billion,
compared to $2.6 billion at yearend 2002 and $2.9 billion a
year-earlier. In early April, the company used the proceeds from
the issuance of the 4.5% convertible notes to fund the tender
offer of its zero-coupon notes, which were valued at $582.5
million.

The company has received commitments of $500 million from a
syndicate of banks toward the renewal of its 364-day revolving
credit facility. The company expects to complete the transaction
by May 13.

                         Outlook

Interpublic management has indicated that it will be evaluating
all of its operating units, as well as the corporate center, and
will detail an accelerated cost savings plan when it releases
second quarter 2003 results in early August.

Despite continuing macroeconomic uncertainty, at this juncture
revenue performance is consistent with management's previous
estimate of a 1% to 4% decline in 2003, exclusive of asset sales
and foreign currency effects.

However, cost overhang issues persist at some operating units.
Incorporating the savings generated by the cost reduction
program, and excluding charges and gains, the company believes
its previous 2003 earnings guidance of $.68 - .72 per share
remains achievable.

The Interpublic Group of Companies is among the world's largest
advertising and marketing organizations. Its global operating
groups are McCann-Erickson WorldGroup, The Partnership, FCB
Group and Interpublic Sports and Entertainment Group. Major
global brands include Draft Worldwide, Foote, Cone & Belding
Worldwide, Golin/Harris, NFO WorldGroup, Initiative Media, Lowe
Worldwide, McCann-Erickson, Octagon, Universal McCann and Weber
Shandwick.

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: Holding 3d Quarter Earnings Conference Call Tomorrow
---------------------------------------------------------------
           THERE WILL BE A CONFERENCE CALL TO DISCUSS
          INTRAWEST CORPORATION'S THIRD QUARTER RESULTS

                  DATE:    TUESDAY, MAY 13, 2003

                   TIME:     8:00 A.M. PT
                            10:00 A.M. CT
                            11:00 A.M. ET

           PLEASE DIAL THE FOLLOWING NUMBER TO BE CONNECTED
                        TO THE CONFERENCE CALL:

                             1-888-458-1598
                            Access Code 88228
                 (ANALYSTS AND INSTITUTIONAL INVESTORS)

                             1-888-202-2787
                            Access Code 88228
                      (MEDIA AND RETAIL INVESTORS)

                THANK YOU FOR YOUR INTEREST AND COOPERATION

       THIS CALL WILL REPLAY THROUGH MONDAY, MAY 19, 2003
YOU MAY LISTEN TO IT BY DIALING 1-877-653-0545 (PASSWORD 180287)

    OR YOU MAY LISTEN TO A LIVE WEBCAST OF THE CALL BY VISITING
                  www.intrawest.com and clicking on
                "About Us/Investor Relations/Webcasts."
       The webcast will be archived on http://www.intrawest.com

                        *   *   *

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.


J. CREW: S&P Drops Corporate Credit Rating to Selective Default
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on clothing retailer J. Crew Group Inc. to 'SD'
(selective default) from 'CC' and the 13-1/8% senior discount
debentures due in 2008 to 'D' from 'CC'.

At the same time, Standard & Poor's affirmed its 'CC' corporate
credit rating on J. Crew Corp. and the 'CC' rating on the
company's 10-3/8% senior subordinated notes. All ratings were
removed from CreditWatch, where they were placed on April 14,
2003.

The downgrade reflects the completion of an exchange offer on
the outstanding 13-1/8% senior discount debentures due 2008
issued by the company for 16.0% senior discount contingent
principal notes due 2008.

"Standard & Poor's believes the offer is distressed; therefore,
it is tantamount to a default," stated credit analyst Diane
Shand.

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


J. CREW: S&P Assigns CCC Rating to $120MM 16% Sr. Sub. Notes
------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'CCC' rating to
J. Crew Intermediate LLC's $120 million 16% senior subordinated
discount contingent principal notes due in 2008. The notes were
issued under rule 144a with registration rights.

At the same time, Standard & Poor's raised its corporate credit
ratings on J. Crew Group Inc. and J. Crew Corp. to 'B-' from
'SD' and 'CC', respectively. The outlook is negative.

The rating action reflects J. Crew's improved near-term
financial flexibility due to a sharp cutback in capital
expenditures and the exchange of its cash pay 13 1/8% debentures
for non-cash pay notes. "These actions should provide the new
management with an opportunity to turn around operations,"
stated Standard & Poor's credit analyst Diane Shand.

New York, New York-based J. Crew had $329.3 million of funded
debt outstanding as of Feb. 1, 2003.

The ratings on J. Crew reflect the high business risk associated
with its participation in the intensely competitive apparel
retailing industry and leveraged balance sheet. These risks are
partially mitigated by the company's good market position in
catalog and store retailing.

The company's operating performance has been poor for more than
two years. Same store sales decreased 10.4% in 2002 following a
15.5% drop in 2001 and operating margins fell to 12.2% in 2002
from 12.3% in 2001 and 14.8% in 2000. The margin erosion is
attributable to a lack of sales leverage and higher markdowns.
From 1998 to 2000, the company improved its operating
performance through a combination of leveraging its core brand
across its retail, catalog, Internet, and outlet distribution
channels; exiting noncore businesses; higher initial mark-ups on
merchandise; and better inventory management.

Debt burden is high, with total debt to EBITDA almost 7.9x.
therefore, credit protection measures could quickly erode if
operating results continue to decline. Ratings could be under
pressure if current trends do not reverse and the company is
unable to demonstrate signs of a recovery.


J. CREW: Reports Better Revenue Results for April 2003
------------------------------------------------------
J.Crew Group, Inc., reported revenues for the four weeks ended
May 3, 2003 of $57.7 million, compared to revenues of $54.8
million for the four weeks ended May 4, 2002, an increase of 5%.
Comparable store sales for the Retail division decreased 4% for
the four weeks ended May 3, 2003 compared to the same four week
period last year.  Net sales for the Direct division increased
11% for the comparable four week period.

Revenues for the thirteen weeks ended May 3, 2003 decreased 3%,
to $161.5 million, compared to $167.1 million for the thirteen
weeks ended May 4, 2002. Comparable store sales for the Retail
division decreased 11% for the thirteen week period in 2003,
compared to the same period last year.  Net sales for the Direct
division decreased 2% for the comparable thirteen week period.

J.Crew Group, Inc. is a leading retailer of men's and women's
apparel, shoes and accessories.  As of May 3, 2003, the Company
operated 154 retail stores, the J.Crew catalog business,
jcrew.com, and 42 factory outlet stores.


JMAR TECHNOLOGIES: Transfers Share Listing to Nasdaq SmallCap
-------------------------------------------------------------
JMAR Technologies Inc. (Nasdaq: JMAR), a developer of advanced
lasers, Collimated Plasma Lithography (CPL(TM)) systems and
semiconductor production services, announced that its
application to transfer the listing of its common stock from the
Nasdaq National Market to the Nasdaq SmallCap Market was
approved.

The transfer became effective at the opening of the market on
Friday, May 9, 2003 and the stock will continue to trade under
the symbol "JMAR."

JMAR transferred its listing to the Nasdaq SmallCap Market in
part because its shareholders' equity was below the $10 million
minimum requirement of the Nasdaq National Market as of Dec. 31,
2002 and because JMAR's shares have recently traded below the
$1.00 per share minimum bid price requirement for continued
listing. By transferring to the Nasdaq SmallCap Market, JMAR is
required to maintain a $2.5 million shareholders' equity and
will be afforded a 180 day grace period in which to satisfy the
$1.00 minimum bid price requirement.

"This transition to the Nasdaq SmallCap Market from our current
NMS status is an acceptable consequence of several tough
management decisions made over the past year," said Ronald A.
Walrod, JMAR's chief executive officer. "The semiconductor
industry economic downturn forced JMAR to discontinue
unprofitable operations to stop the cash drain. The decision was
made to discontinue its standard semiconductor chip business and
its precision systems business, even if it meant falling below
the shareholders' equity limit for NMS status. Earlier this
year, JMAR completed two financings with Laurus Master Fund to
provide it with needed working capital, but elected not to incur
additional undue dilution in an effort to stay above the $10
million shareholders' equity limit. Our management approach has
consistently been to confront the impact of the semiconductor
industry downturn on our operations, take our hits without
attempting levitation, and put our energy behind execution of
our business plan, going forward on a solid foundation.

"The move to SmallCap imposes no restrictions on management's
ability to pursue the Company's goals and objectives, nor does
it diminish our shareholders' ability to benefit from the
convenience and trading dynamics of the Nasdaq Market. In fact,
as a SmallCap Nasdaq company, we will have more time to satisfy
the $1 per share minimum bid price required to retain our Nasdaq
listing in the future," Walrod concluded.

The Nasdaq SmallCap Market is fully automated, and provides
real-time trade reporting and a marketplace for more than 800
companies. With the recent introduction of the Nasdaq
SuperMontage(SM) trading system, securities listed on both the
Nasdaq National Market and Nasdaq SmallCap Market share a
unified, more liquid and transparent order entry system.

Headquartered in San Diego, JMAR Technologies Inc. is the
originator of Collimated Plasma Lithography, a next-generation
lithography (NGL) alternative designed to deliver affordable,
sub-100 nanometer chip-making capability in a compact format to
the semiconductor industry. In addition to CPL, JMAR develops
other products for the public and private sectors based on its
proprietary "Britelight(TM)" laser light source. JMAR's
operations include its laser and laser-produced plasma Research
Division in San Diego; its Systems Division in Burlington, Vt.,
where CPL Stepper Systems are designed and manufactured; and its
Microelectronics Division, based in Sacramento, Calif., where
JMAR provides process integration and maintenance support for
the U.S. Government's Defense Microelectronics Activity
semiconductor fabrication facility.

JMAR Technologies' December 31, 2002 balance sheet shows a
working capital deficit of about $1.3 million. Also, the
Company's total shareholders' equity diminished to about $3.7
million from about $14 million a year ago.


KEY ENERGY: $150 Million Sen. Unsec. Notes Gets S&P's BB Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB' corporate
credit rating on Key Energy Services Inc. Standard & Poor's also
assigned it 'BB' rating to Key's proposed $150 million senior
unsecured notes due 2013.

The outlook is stable.

Midland, Texas-based Key provides oilfield services to the North
American onshore petroleum industry and has about $479.4 million
in debt outstanding.

"The transaction allows Key to repay outstanding indebtedness
under its revolving credit facility and refinance higher-cost
debt issues," said Standard & Poor's credit analyst Brian
Janiak.

Standard & Poor's also said that Key has demonstrated notable
resiliency in the recent industry downturn. The company has
steadfastly applied excess cash flow to debt reduction, bringing
total debt to about 41% of total capital as of March 31, 2003.

Management has publicly stated that it intends to continue its
debt reduction initiatives, targeting a 25% debt-to-capital
ratio over the next two years.

Key plans to apply the proceeds from its notes issuance to repay
the $58 million total outstanding under its revolving credit
facility. The company also intends to retire its $97.5 million
14% senior subordinated notes due 2009 or other debt.


KLEINERTS INC: Files for Chapter 11 Protection in S.D.N.Y.
----------------------------------------------------------
Kleinerts, Inc., a leading provider of branded and private label
children's and infants' sleepwear and playwear, filed voluntary
petitions under Chapter 11 of the Bankruptcy Code in the
Southern District of New York on May 7, 2003.

In conjunction with its filings, the Company has entered into a
debtor-in-possession (DIP) revolving credit financing facility
with its senior lenders to support its operations going forward.
The Company anticipates that during the course of the
bankruptcy, it will sell its Buster Brown playwear and
Kleinert's sleepwear divisions.

Gregory A. Sandfort, Chief Executive Officer, said: "We are very
pleased to have the full support of our bank group to finance a
successful Chapter 11 process."

To assist in its efforts to achieve a quick and successful
process, Kleinert's has engaged a team from the turnaround and
restructuring firm of Alvarez & Marsal led by Doug Rosefsky.
Kleinert's has also engaged a team from the law firm of Morgan,
Lewis & Bockius LLP led by Richard S. Toder.

Kleinert's, Inc. designs, sources and sells children's and
infants' sleepwear and playwear under private labels and the
Buster Brown brand name domestically to department stores, mass
merchandisers and specialty stores, as well as its ten Buster
Brown retail outlet stores.


MAGELLAN: Shareholders Want Equity Holders Committee Appointed
--------------------------------------------------------------
Certain shareholders of Magellan Health Services Inc.'s common
stock want the Court to direct the United States Trustee to
appoint an official committee of equity security holders of
Magellan pursuant to Section 1102(a)(2) of the Bankruptcy Code.

The Shareholders include Bill Fusco, holder of 46,000 shares,
Greg Bunting, holder of 90,855 shares, and Prescott Group
Capital Management LLC holder of 1,587,500 shares.

A formal written request was submitted to the U.S. Trustee on
March 26. The request is still pending, and time is of the
essence because a plan has been filed and a disclosure statement
hearing has been requested for May 22, 2003.

The case law suggests that an Equity Committee should be
appointed under Section 1102(a)(2) of the Bankruptcy Code if
these criteria are met:

    1. the case is large and complex;

    2. the stock is widely held and actively traded;

    3. the interests of shareholders are not otherwise
       adequately represented;

    4. the debtors are not hopelessly insolvent, to the extent
       that the shareholders appear to have a real economic
       interest at stake;

    5. the timing of the request is appropriate; and

    6. the costs of adequate representation do not outweigh the
       benefits.

A. Peter Lubitz, Esq., at Schiff Hardin & Waite, in New York,
asserts that this is clearly a large and complex case.  The
Debtors have over $1,000,000,000 in both assets and liabilities,
over 5,000 employees, and there are over 80 filing debtors.  The
Debtors are the nation's leader in the provision of behavioral
managed healthcare services.  As of December 31, 2002, Magellan
and its subsidiaries had 67,400,000 covered lives under
behavioral managed healthcare contracts.

This case is also complex from a capital structure viewpoint.
Magellan's capital structure includes Senior Notes, Senior
Subordinated Notes, preferred stock and common stock.  Magellan
is a party to numerous complex agreements, including agreements
with Aetna, Inc., their most significant customer.  In addition,
the Debtors have engaged in several prepetition transactions
with Aetna and other insiders, which may bear further scrutiny.

As reported in Magellan's Form 10-K filed on January 22, 2003,
Mr. Lubitz points out that there were over 9,000 record holders
of Magellan's common stock as of the beginning of this year.
The stock continues to be actively traded on the over-the-
counter bulletin board, even after de-listing from the NYSE.
Although the stock is currently trading at a depressed level,
the stock traded at a high of $8.65 per share during the year
2002, and $13.45 per share during 2001.  With 35,000,000 shares
of common stock outstanding, this represents a loss of
$300,000,000 in market capitalization within the last year, and
a loss of nearly $500,000,000 in market capitalization within
the last two years.

No party adequately represents the shareholders in this case.
Current management and directors, aside from insider TPG, hold
less than 100,000 shares of stock, so current management has no
incentive to represent existing shareholders.  Indeed, current
management's incentive is to preserve their status, because new
management is slated to receive 10% of reorganized Magellan's
common stock in the reorganization, according to Magellan's
Plan.

Mr. Lubitz tells the Court that TPG cannot adequately represent
the shareholders' interests because it is a holder of preferred
stock, not common stock.  It is highly unlikely TPG will choose
to convert its preferred stock into common stock under current
conditions.  Moreover, TPG will receive a substantial
distribution under the Plan, and has no incentive to protect
common shareholders.

The largest non-insider shareholder, Richard Rainwater, also has
no incentive to represent the interests of other shareholders.
Indeed, Mr. Rainwater's Crescent Companies were parties to a
transaction in 1997 whereby Magellan sold its psychiatric
hospital facilities to an affiliate of the Crescent Companies
for $400,000,000.  This transaction occurred while Mr.
Rainwater's spouse, Darla Moore, was on the board.  Given these
facts, Mr. Rainwater's incentives clearly lie in obtaining a
broad release exculpating him from any potential liability in
connection with the transactions.

Mr. Lubitz also asserts that although Magellan has negative book
equity, it does not appear to be hopelessly insolvent.  The
existence of negative book equity is certainly not
determinative. For example, in In re Wang Laboratories Inc., 149
B.R.1, Wang's financial disclosures indicated a negative book
equity of more than $400,000,000.  Notwithstanding that fact,
the Bankruptcy Court held that, given the facts before it, Wang
was not hopelessly insolvent, and appointed an official equity
committee in that case.  Wang's shareholders ultimately received
a substantial distribution.

According to Mr. Lubitz, Magellan's negative book equity was
caused by management's writedown of $500,000,000 in goodwill
assets.  Magellan's other assets, excluding the write-down, are
similar to those reported for end of fiscal year 2001, when
Magellan's stock had a market capitalization of almost
$500,000,000.

The Plan provides that holders of existing common stock will
receive 0.5% of the new common stock to be issued on the
effective date of the Plan, and warrants to purchase an
additional 0.5%.  Accordingly, it has been established through
prepetition negotiation that shareholders have an economic stake
in the outcome of this case.

Mr. Lubitz points out that analysis of Magellan's cash flow
using standard valuation metrics also suggests a positive equity
value. According to the 10-K, Magellan's three-year average
trailing EBITDA equals $208,000,000.  Using a very conservative
multiple of 6.5, Magellan has an enterprise value of over
$1,350,000. Given Magellan's total funded debt and prepetition
accounts payable of $1,060,000,000, its enterprise value would
exceed funded debt by nearly $300,000,000, excluding NOLs valued
at $200,500,000.  Magellan's EBITDA margin of 9.6% is at the top
end of its peer group, which suggests that its equity value may
be even higher.

The Shareholders are aware that Magellan's financial advisers,
Gleacher Partners LLC, have published an estimate of
"reorganization value" significantly lower than the foregoing.
However, this estimate is based wholly on Magellan's future
projections, which Magellan recognizes are inherently
unreliable. Magellan states in the Disclosure Statement to its
Plan that "the actual results achieved during the projection
period will vary from the projected results and may vary
substantially"; ". . . can be or are being made with respect to
the accuracy of the Projections," and that "neither Gleacher nor
the Debtors assumes any responsibility for the accuracy of the
valuation estimate." Magellan does not endorse the accuracy of
the Projections, and the Shareholders submit that the Court
should not rely on them either.

Mr. Lubitz states that a final indicator of potential equity
value is the mental health parity legislation that was
reintroduced in Congress in early 2003.  This legislation would
mandate insurance coverage for mental health treatment on a par
with coverage for physical treatment.  This legislation would
have a significant, though not yet quantifiable, positive future
impact on Magellan's value.  For these reasons, it cannot be
said that Magellan is hopelessly insolvent.

Moreover, Mr. Lubitz says, this request certainly does not come
too late in the case, and neither does it come too early.
Although time is of the essence, no confirmation hearing has
been set, and no disclosure statement hearing has yet been set,
although one has been requested.  If an Equity Committee is
appointed promptly, Shareholders will still be capable of having
a meaningful voice in this case.

Because a fundamental purpose of Section 1102(a)(2) of the
Bankruptcy Code is to provide a level playing field for public
shareholders, there will be costs.  Mr. Lubitz submits that
these costs will naturally be monitored by the Equity Committee
in the first instance, and by the other parties and by the Court
ultimately.  There are certainly adequate checks in place to
prevent unnecessary expenses.

When weighing these costs, it should be kept in mind that
Magellan erased nearly $500,000,000 in market capitalization in
the last two years.  The amount of money invested by public
shareholders dwarfs the cost of any committee.  "A balance
should be struck in favor of shareholder representation," Mr.
Lubitz says.

Mr. Lubitz alleges that current and former insiders, including
Rainwater, Aetna, and TPG have engaged in substantial
transactions with the company prepetition that have not been
investigated.  For example, in 1997, Magellan sold its
Psychiatric Hospital Facilities to an affiliate of Rainwater's
Crescent companies for $400,000,000, and in 1999, entered into
an agreement to sell certain European facilities to Crescent and
others for $57,000,000.  Rainwater's spouse, Darla Moore, joined
the Board in 1996 and resigned in 2002.  As another example, in
December 1997, Magellan purchased HAI from Aetna for
$122,100,000, plus contingent payments totaling $240,000,000
through September 2002.  Daniel S. Messina became a director of
Magellan in December 1997, while he was an officer of Aetna and
continued as an officer of Aetna until 2000.  He is still on the
Board.  As a final example, after TPG affiliates joined the
Board, the company engaged in yet another insider transaction,
purchasing Vivra, the voting stock of which is owed [sic] 30% by
TPG, for $10,000,000.

Mr. Lubitz observes that Management is receiving an unusually
large proportion of new equity -- 10%.  Most important, the plan
contemplates an equity investment by two members of the
Creditors' Committee, with no evidence that the opportunity to
make this investment has been shopped and with no provisions for
any potential overbid.  This equity investment, which appears to
dictate the future control of the company without plan balloting
or a plan confirmation hearing, was approved on April 3, 2003.

Besides being unsupported by any prior reported decision, Mr.
Lubitz argues that the "substantial likelihood" standard is
unreasonable because it requires shareholders to prove the
ultimate issue in the case as a precondition to receiving
adequate representation.  The entire purpose of appointing a
committee under Section 1102(a)(2) is to provide equal resources
-- both financial and informational -- to underrepresented
parties, so that they will be on a level playing field with
other parties whose fees are subsidized by the estate and who
receive full information.  The "substantial likelihood" standard
fundamentally subverts this purpose.  If Section 1102(a)(2) is
to mean anything, it cannot be read to require the Shareholders
to prove the ultimate issue in this case -- whether they are
ultimately entitled to a distribution -- as a precondition to
being adequately represented in the determination of that issue.

                       Debtors Object

Stephen Karotkin, Esq., at Weil, Gotshal & Manges LLP, in New
York, asserts that there are simply no grounds on which to
appoint an official equity committee in these Chapter 11 cases.
Contrary to the Shareholders' assertions, the Debtors are
hopelessly insolvent.  Under any rational analysis, shareholders
simply have no economic interest in these cases and are not
entitled to any distribution.  Although the Debtors' proposed
plan of reorganization provides for a small distribution to
Magellan's shareholders, this distribution is simply a "gift."
It in no way establishes that there is value for existing equity
in these cases.  Under these circumstances, there is no basis
either in law or in fact to appoint an equity committee and
saddle the estates and the other parties-in-interest with the
obvious delay, fees, costs and expenses necessarily attendant
thereto.

By letter dated April 14, 2003, Mr. Karotkin recounts that the
U.S. Trustee appropriately denied the Shareholders' request to
form an equity committee, noting "it does not appear that equity
holders would be entitled to a distribution, notwithstanding the
proposal in the current proposed plan of reorganization to
provide a very small equity distribution to current equity
holders with the consent of the higher priority creditors."  The
denial of the request by the U.S. Trustee prompted the Equity
Committee Motion.

Section 1102(a) of the Bankruptcy Code states that:

       "On request of a party in interest, the court may
       order the appointment of additional committees of
       creditors or of equity security holders if necessary
       to assure adequate representation of creditors or of
       equity security holders.  The United States Trustee
       shall appoint any such committee."

Generally, "no equity committee should be appointed when it
appears that a debtor is hopelessly insolvent because neither
the debtor nor the creditors should have to bear the expense of
negotiating over the terms of what is in essence a gift."
Moreover, when deciding whether to appoint an equity committee,
the Court should consider whether an official committee is
necessary to provide adequate representation of the equity
holders' interests.  Mr. Karotkin insists that it is abundantly
clear that based on the applicable authority, the appointment of
an equity committee in these cases is neither warranted nor
appropriate.

In addition, Mr. Karotkin further asserts that:

    A. Under any rational valuation, the Debtors' liabilities
       exceed their assets by orders of magnitude.  The Debtors'
       funded debt obligations themselves aggregate
       $1,200,000,000 and, as reflected in the Debtors' proposed
       Disclosure Statement, the Debtors' reorganization value
       is $675,000,000 -- hundreds of millions of dollars less
       than the amount where existing equity has any right to
       participate in these cases.

    B. The Debtors' outstanding bonds clearly are trading at
       significant discounts -- the 9-3/8 senior notes, in the
       principal amount of $250,000,000, are trading at a 15%
       discount and the 9% senior subordinated notes, in the
       principal amount of $325,000,000, are trading at a 75%
       discount.

    C. No significant cash distributions will be made under the
       proposed Plan.

    D. The Creditors' Committee believes that the Debtors are
       insolvent and oppose the appointment of an equity
       committee.

    E. The Court already has approved the Debtors' commitment
       for a significant capital infusion to be made in
       conjunction with their emergence from Chapter 11.

Mr. Karotkin argues that the attempt in the Equity Committee
Motion to raise the specter of alleged potential inappropriate
transactions that warrant investigation as support for the
appointment of an equity committee is equally misguided.  The
Equity Committee Motion is replete with nothing more than
conclusory allegations with not one shred of factual support.
Further, even if there were something that warranted
investigation, the Creditors' Committee is more than capable of
taking whatever action is appropriate. (Magellan Bankruptcy
News, Issue No. 7: Bankruptcy Creditors' Service, Inc., 609/392-
0900)


MEXICANA AIRLINES: Reaches Pacts for Reduction in Labor Costs
-------------------------------------------------------------
Last week, the Association of Aviation Pilots of Mexico
(A.S.P.A) and the National Labor Union of Aviation Workers
(S.N.T.A.S) agreed to the conditions set by the CEO of Mexicana
Airlines for a 10% reduction in labor cost through means of
workforce reduction and salary cuts.

ASPA and SNTAS represent 894 pilots and 2,333 maintenance,
reservation and operation workers.

As for the Association of Flight Attendants (ASSA), which
represents 1,397 flight attendants, negotiations are still under
way and to which an agreement should be reached in the following
days.

The approved agreements, a landmark move in the history of
Mexican Aviation, are designed to maintain the industry afloat
and maximize the cash reserve of the company. These new
contracts go along with previous measures made by Mexicana to
reduce costs with aircraft leaseholders and other major service
providers such as EDS, Telmex, Lsg Sky Chef and travel agencies.

In addition, Mexicana has completed its fleet renovation plan
initiated back in the year 2000.  This effort has allowed
Mexicana to maintain its position as the leader in innovation
with one of the most modern fleets worldwide.

Mexicana Airlines is the international leader for travel between
the U.S. and Mexico. The Company's fleet is considered one of
the most advanced and youngest worldwide, serving fifty-three
(53) destinations in North, Central, South America and the
Caribbean. As a member of the prestigious Star Alliance, the
largest airline network in the world, Mexicana offers its
passengers extended benefits, mileage accrual, access to
executive lounges and coordinated flight schedules designed to
connect with vast networks that include over 720 destinations
worldwide.


MIDLAND REALTY: Fitch Upgrades Ratings on Series 1996-C1 Notes
--------------------------------------------------------------
Fitch Ratings upgrades Midland Realty Acceptance Corp.'s,
commercial mortgage pass-through certificates, series 1996-C1 as
follows: $26 million class C to 'AAA' from 'AA'; $14.8 million
class D to 'AA' from 'A'; $5.6 million class E to 'A+' from
'BBB+'; $7.4 million class F to 'A' from 'BBB'; and $18.6
million class G to 'BBB' from 'BB'. In addition, Fitch affirms
the following classes: $45.6 million class A-3, interest-only
class A-EC and $20.4 million class B at 'AAA'; and $11.1 million
class J at 'B'. The $5.6 million class H, $8 million principal-
only class K-1, and interest-only class K-2 are not rated by
Fitch. The rating upgrades and affirmations follow Fitch's
review of the transaction, which closed in September 1996.
The upgrades are attributed to a 30% collateral paydown since
Fitch's previous review in September 2002 resulting in increased
subordination levels. As of the April 2003 distribution date,
the transaction's aggregate principal balance has decreased
approximately 56% to $163.2 million from $371.1 million at
issuance.

The Master Servicer, Midland Loan Services, collected yearend
2002 operating statements for approximately 62% of the loans
remaining in the pool. The YE 2002 weighted-average debt service
coverage ratio is 1.79 times compared to 1.70x for YE 2001 and
1.37x at issuance for all available loans.

Eleven loans (11.5%) are currently in special servicing,
including two that are real estate owned (REO). The two REO
loans (3.4%) are health care properties. Another specially
serviced loan (2.4%) is secured by a single tenant retail
property previously occupied by Kmart. Fitch assumed the
specially serviced loans will incur losses totaling $3 million.
In addition, three loans (7.4%) on Midland's watchlist are of
concern to Fitch due to tenants in bankruptcy.

The certificates are collateralized by 79 fixed-rate mortgage
loans, consisting primarily of retail (36%), multifamily (33%),
office (9%), and industrial (7%) properties, with significant
concentrations in Texas (13%), New York (9%), Ohio (9%), and
Puerto Rico (8%).

The upgrades reflect collateral paydown while taking into
consideration the expected losses, specially serviced loans, and
watchlist loans. Fitch will continue to monitor the performance
of this transaction.


MONSANTO CO.: Closes $250-Million 5-Year Public Debt Offering
-------------------------------------------------------------
Monsanto Company (NYSE: MON) closed its 5-year, $250 million
public debt offering. The notes were issued at 99.756 percent,
and bear interest at 4 percent resulting in a yield of 4.054
percent.  The notes mature on May 15, 2008, with a first
interest payment date of Nov. 15, 2003.

"This debt offering provides very attractive financing for our
business and allows us to reduce our dependence on commercial
paper borrowings to finance our seasonal working capital needs,"
said Monsanto Company Chief Financial Officer Terry Crews.

In July 2002, Monsanto's shelf registration became effective,
allowing the company to issue debt of up to $2 billion.  Since
that time, the company has issued debt of $1.05 billion,
including this week's bond issue.

Monsanto Company is a leading global provider of technology-
based solutions and agricultural products that improve farm
productivity and food quality.  For more information on
Monsanto, see: http://www.monsanto.com

                         *    *    *

As previously reported, Monsanto Company undertook a 10-year
$200 million public debt offering, as a continuation of its debt
restructuring plan. The proceeds of the offering was used to pay
down short-term borrowings.

In the six-month period ending June 30, 2002, Monsanto reported
a $1.5 billion net loss on $2.7 billion of sales.  Sales in the
second quarter of 2002 trailed sales in the comparable 2001
quarter by a half-billion dollars.  Monsanto's June 30 Balance
Sheet shows adequate liquidity and significant shareholder
equity.


M~WAVE INC: Bank One Agrees to Forbear Until August 31, 2003
------------------------------------------------------------
M~Wave, Inc. (Nasdaq: MWAV), a value added service provider of
high performance circuit boards used in a variety of digital and
high frequency applications, announced net sales of $3,205,000
for the quarter ended March 31, 2003 and a net loss of
$5,371,000 or $1.21 per share compared to net sales of
$8,314,000 and a net profit of $343,000 or $0.08 per share for
the quarter ended March 31, 2002.

The Company recorded a $3,578,000 impairment of building, plant
and equipment in the first quarter of 2003 relating to the write
down of the West Chicago building and equipment to an estimate
of fair market value.  The Company estimated the fair market
value of the land and building because the appraisal of the land
and building will not be completed until May 23, 2003. Thus
there could be an additional write down after the appraisal is
completed.

Cash levels increased from $1,514,000 at December 31, 2002 to
$3,372,000 at March 31, 2003.  Accounts Receivables were down
$121,000, inventories were down $23,000, accounts payable were
up $1,044,000 and the Company collected approximately $3,588,000
of income tax refunds during the quarter.  The Company purchased
$53,000 of property, plant and equipment during the quarter. The
Company deposited $325,000 in the first quarter of 2003 and an
additional $1,500,000 in April 2003 into the sinking fund for
the Company's outstanding industrial bond debt account per the
terms of its Forbearance Agreement with Bank One.  The
outstanding balance of the industrial bond debt dropped to
approximately $2,750,000 net of the sinking fund.  The Company's
cash balance was approximately $456,000 as of May 7, 2003.

Under the terms of the Forbearance Agreement, Bank One agreed to
comply with all of the terms and conditions contained in the
Forbearance Agreement and the Bank agreed to forebear from the
date of the Agreement to August 31, 2003 from pursuing its
rights under the Reimbursement Agreement (including the right to
declare the bond immediately due and payable) provided the
Company complies with all of the terms and conditions contained
in the Forbearance Agreement.  To comply with the Forbearance
Agreement, the Company is required to deposit $500,000 into the
sinking fund account for the industrial bond debt by June 30,
2003 as well as make its regularly scheduled $325,000 deposit
during the second quarter of 2003.

Joseph A. Turek, M~Wave's chairman and chief executive officer,
indicated, "The Company has attempted to gain financing to
satisfy the terms of the Forbearance Agreement and industrial
bond.  To date no financing has been consummated; however, we
now believe that refinancing alone is not the solution and are
looking at a top to bottom restructuring and realignment of
our business plan."

M~Wave announced the following steps it is immediately taking in
an effort to reposition the Company and improve its liquidity
position:

    -- the layoff of approximately 44 of the Company's 126
       employees, mainly in the production segment of the
       Company's business;

    -- pursuing the sale of certain fixed assets no longer being
       used at the Company's Bensenville facility;

    -- pursuing hardship requests for accelerated payment of
       anticipated state tax refunds of approximately $900,000.

Mr. Turek continued by saying, "Many of the challenges facing us
and our desire to redirect the company toward both survival and
renewal requires skills we need to turn to the outside to
secure."  In line with this objective, Credit Support
International, LLC of Texas was brought in to assist M~Wave's
management by the board of directors.  Jim Mayer, the Managing
Member of the firm, said, "M~Wave, like most domestic circuit
board companies, has experienced falling demand, lower prices,
and increased foreign competition, but the company has positive
attributes including its virtual manufacturing expertise which
makes M~Wave a potentially attractive strategic partner.
Moreover, we plan on dealing with issues of debt both secured
and unsecured in a very proactive way."

The Company also announced that Robert O'Connell, the chief
operations officer, has resigned by mutual agreement from the
Company to pursue other interests.  In the interim, Mr. Turek
will assume Mr. O'Connell's daily responsibilities.

M~Wave was notified by Nasdaq National Market that the Company's
common stock has not maintained a minimum market value of
publicly held shares of $5,000,000 as required for inclusion by
Marketplace Rule.  On May 8, 2003, the Company was approved for
inclusion in the Nasdaq SmallCap Market.  The Company's common
stock will move from the Nasdaq National Market to the Nasdaq
Small Cap Market and will continue under the symbol "MWAV."

Mr. Turek announced the signing of Supply Chain Management
agreements with Precision Graphics of Somerville, New Jersey and
PDM Solutions of San Diego, California.  Precision Graphics and
PDM Solutions are "World Class" providers of contract
manufacturing services for leading Original Equipment
Manufacturers in the electronics industry.  M~Wave expects to
ship approximately $500,000 to $750,000 per year of printed
circuit boards in accordance with the terms of those agreements.

There can be no assurance that the steps being taken by the
Company, even if successfully completed, will enable the Company
to comply with the terms of the Forbearance Agreement and/or
fund the Company's working capital needs. Moreover, even if the
Company is able to comply with the terms of the Forbearance
Agreement, there can be no assurance that Bank One and the
Company will continue to enter into forbearance agreements
beyond August 31, 2003 or that the Company will be able to fund
its working capital needs.

Established in 1988 and headquartered in the Chicago suburb of
West Chicago, Ill., M~Wave is a value-added service provider of
high performance circuit boards.  The Company's products are
used in a variety of telecommunications and industrial
electronics applications.  M~Wave services customers like Lucent
Technologies and Motorola, Inc. with its patented bonding
technology, Flexlink II(TM) and its supply chain management
program called Virtual Manufacturing.  The Company trades on the
Nasdaq National market under the symbol "MWAV".  Visit the
Company on its Web site at http://www.mwav.com


NATIONAL CENTURY: Seeks Court Approval for Medshares Claim Sale
---------------------------------------------------------------
On July 29, 1999, Meridian Corporation also known as Medshares,
Inc. and certain of its affiliates filed for Chapter 11
protection in the United States Bankruptcy Court for the Western
District of Tennessee, Western Division.

Prior to the Medshares Petition Date, the National Century
Debtors purchased accounts receivable from Medshares.  After the
Medshares Petition Date, certain of the Debtors and Medshares
entered into a Sale and Subservicing Agreement -- the
Postpetition SSA.

Pursuant to the Tennessee Bankruptcy Court's Order, Medshares
incurred liabilities under the Postpetition SSA to the Debtors.
According to Charles M. Oellermann, Esq., at Jones, Day, Reavis
& Pogue, in Chicago, Illinois, these liabilities gave rise to
claims with super-priority administrative expense status.  In
addition, the Debtors were granted liens in substantially all of
Medshares' real and personal property.

As of December 2002, the outstanding balance of purchases, net
of reserves, under the Postpetition SSA was $74,337,800.  Also,
additional unpaid liabilities amounting to $34,950,093 had been
incurred under the Postpetition SSA.  Thus, the total amount of
the Medshares Claim the Debtors held was $109,287,894 as of
December 31, 2002.

Despite being in bankruptcy for over three years, Medshares has
not yet filed a plan of reorganization and has continued to lose
money while operating as a debtor-in-possession in Chapter 11.
In the light of this circumstance, Mr. Oellermann relates that
Medshares has undertaken an effort to sell substantially all of
its assets.  Medshares filed a motion for approval of
competitive bidding procedures for the sale of its assets.  In
this regard, Medshares entered into a non-binding letter of
intent to sell all of its assets to Intrepid USA.

On the other hand, Mr. Oellermann informs the Court, the Debtors
engaged in negotiations with potential purchasers, including
Todd J. Garamella, for the sale of all or portions of the
Medshares Claim.  The Debtors' negotiations with Mr. Garamella,
who is the CEO of Intrepid, have resulted in the Parties' entry
into an Assignment of Claim Agreement -- the Transfer Agreement.

Accordingly, the Debtors ask the Court to approve the sale of
the Medshares Claim to Mr. Garamella under the terms of the
Transfer Agreement, or any other purchaser as is selected
pursuant to the Competitive Bidding Procedures.

The salient terms of the Transfer Agreement are:

A. Sale of the Medshares Claim

    The Debtors will irrevocably transfer to Mr. Garamella:

    (1) all of their right, title and interest in and to,
        arising under or in connection with the Medshares Claim;

    (2) all rights to receive any cash, securities, instruments,
        interest, fees, expenses, damages, penalties or other
        amounts with respect to the Medshares Claim;

    (3) any and all proceeds of any of the foregoing; and

    (4) all collateral, liens, security interests, pledge
        agreements and other rights related to the Medshares
        Claim.

B. Purchase Price

    The purchase price for the Medshares Claim will be:

    (1) $6,750,000 in cash or other immediately available funds,
        which will be paid pursuant to terms set forth in the
        Escrow Agreement;

    (2) an amount equal to 50% of collections exceeding
        $28,000,000 plus the amount paid in settlement of
        unsecured claims in the Medshares Cases -- the Threshold
        Amount -- received by Medshares for accounts receivable
        generated by, owned by or owing to Medshares as of the
        closing date of the Escrow Agreement -- the Accounts
        Receivable Portion; and

    (3) an amount equal to 25% of the difference between
        $7,000,000 and the amount actually paid by Medshares to
        fully resolve and settle the claim of the Internal
        Revenue Service against Medshares, if this settlement
        amount is less than $7,000,000.

C. No Assignment of Prepetition Claims

    Mr. Garamella will have no rights to the Prepetition Claims.

D. Purchase Price Adjustments

    The Debtors will make immediate proportional restitution and
    repayment of the Purchase Price to the extent that the
    Medshares Claim is disallowed, reduced or subordinated due
    to no fault of Mr. Garamella in whole or in part to an
    amount less than $70,000,000 -- a Disallowance.

E. Free and Clear Sale

    The Debtors will transfer the Medshares Claim to Mr.
    Garamella free and clear of any and all liens, claims,
    security interests or encumbrances of any kind or nature
    whatsoever.

F. Closing

    Closing of the transfer of the Medshares Claim will occur
    not later than three business days after the execution of
    the letter of intent for Intrepid to purchase the Medshares
    assets and the filing by Medshares of a motion to establish
    bidding procedures for their claim.

G. Covenants of the Debtors

    The Debtors agree that:

    (1) they will make all filings and take all actions, at
        their expense, required to consummate the assignment of
        the Medshares Claim to Mr. Garamella;

    (2) they will forward all notices with respect to the
        Medshares Claim to Mr. Garamella;

    (3) after the Closing Date, any distribution received by the
        Debtors on account of the Medshares Claim will
        constitute property of Mr. Garamella, and the Debtors
        will hold the property in trust and will promptly
        transfer and deliver to Mr. Garamella; and

    (4) as of the Closing Date, the Debtors will request the
        resignation of any members of Medshares' board of
        directors previously designated by the Debtors, and the
        Debtors will cooperate with Mr. Garamella in the
        designation by Mr. Garamella of replacement Board
        members.

Mr. Oellermann informs the Court that Lawyer's Title Insurance
Corporation will act as the escrow agent for the Escrow Account.
The salient terms of the Escrow Agreement are:

A. Payment to Debtors

    Upon the entry of a final Court order approving the sale of
    the Medshares Claim to Mr. Garamella and the filing by
    Medshares of a motion for the approval of bidding procedures
    for the sale of substantially all of the Medshares assets
    with Intrepid as the stalking horse bidder, the Escrow Agent
    will disburse to the Debtors the Cash Portion plus all
    interest accrued on that amount from the Closing Date of the
    Escrow Agreement through the date of payment.

B. Payment to Purchaser

    If Mr. Garamella is not the Successful Bidder, the Escrow
    Agent must pay the entire amount in the Escrow Account to
    Mr. Garamella.  If any portion of the Medshares Claim
    becomes subject to a Disallowance, the Escrow Agent must pay
    to Mr. Garamella an amount equal to the proportionate amount
    of the Disallowance.

C. Deadline for Approval of the Sale

    The Debtors must obtain approval of the Transfer Agreement
    by May 23, 2003.

D. Actions Regarding the Medshares Claim

    During the term of the Escrow Agreement, the Debtors agree
    that, with respect to the administration and prosecution of
    the Medshares Claim in the Medshares Cases:

    (1) unless otherwise directed by Mr. Garamella, the Debtors
        will remain obligated at the Debtors' expense to take
        necessary and appropriate steps to seek allowance of,
        defend and compromise the Medshares Claim;

    (2) the Debtors may not negotiate a reduction in the allowed
        amount of the Medshares Claim to an amount less than
        $70,000,000 without Mr. Garamella's express written
        consent;

    (3) the Debtors will keep Mr. Garamella fully advised of all
        material events relating to the Medshares Claim; and

    (4) except for a reduction in the amount of the Medshares
        Claim as permitted under clause (2), the Debtors will
        not voluntarily agree to any modification, amendment or
        other adjustment to the Medshares Claim without Mr.
        Garamella's prior written consent.

E. Rights of Escrow Agent

    The Escrow Agent will have the right, but not the
    obligation, to refrain from taking any action other than to
    continue to hold the funds on deposit in the Escrow Account
    under the Escrow Agreement until otherwise directed by a
    final judgment of a court of competent jurisdiction or by a
    written agreement signed by the Debtors and Mr. Garamella.

F. Release of Escrow Agent

    The Escrow Agreement will terminate upon the disbursement in
    full of all amounts on deposit in the Escrow Account, and
    the Escrow Agent will be deemed fully and completely
    released from its obligations or liabilities.

G. Compensation of Escrow Agent

    The Escrow Agent will be entitled to $675 in compensation in
    connection with the performance of its duties and
    obligations under the Escrow Agreement, with Mr. Garamella
    and the Debtors each paying half of the amount.

Mr. Oellermann asserts that sound business justifications exist
for the sale because:

    (a) if the Medshares Claim is not sold, the Debtors will
        need to continue to devote substantial time to
        monitoring and representing the Debtors' interests in
        the Medshares Cases, at additional cost to the Debtors'
        estates;

    (b) the Debtors' recovery on account of the Medshares Claim
        in the Medshares Cases is uncertain and, in light of the
        evident administrative insolvency of the Medshares
        estates, could involve a substantial expenditure of
        time, effort and resources;

    (c) the Purchase Price that will be obtained through the
        Competitive Bidding Procedures will be fair and
        reasonable under the circumstances; and

    (d) the parties to the Transfer Agreement and the Escrow
        Agreement have acted in good faith. (National Century
        Bankruptcy News, Issue No. 16; Bankruptcy Creditors'
        Service, Inc., 609/392-0900)


NEXTEL PARTNERS: S&P Junks Planned $150M Convertible Sr. Notes
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'CCC+' rating to
the proposed $150 million convertible senior notes due 2008
offered under Rule 144A with registration rights by Kirkland-
Washington-based wireless service provider Nextel Partners Inc.
The company expects the offering of these new notes to close on
May 13, 2003.

Standard & Poor's also affirmed its 'B-' corporate credit rating
on the company. The outlook remains stable. Nextel Partners had
total debt of over $1.4 billion at the end of first quarter of
2003, and the rating on the proposed new notes is one notch
lower than the corporate credit rating.

"The proposed new notes, allowing holders to convert to class A
common stock prior to maturity on Nov. 15, 2008, will rank pari
passu with all of Nextel Partners' other existing and future
senior unsecured debt and have priority over its subordinated
debt. The notching of the proposed new notes is based on the
limited amount of priority obligations--composed mostly of $475
million in bank loans on a fully drawn basis--relative to our
estimate of asset value," said credit analyst Michael Tsao.

The ratings reflect its high debt leverage and negative free
cash flow prospect, at least in the near term. Nextel Partners
acquired substantial debt in the past several years to build out
its network. Despite recent efforts to de-leverage through debt-
for-equity exchanges, debt-to-annualized EBITDA leverage
remained high--at about 13.8x at March 31, 2003. Nextel Partners
likely will remain weak with respect to cash flows. In first
quarter 2003, EBITDA-to-cash interest coverage was about 1.2x;
for the year, Nextel Partners is expected to realize free cash
flow loss of about $165 million, assuming $155 million in
EBITDA, $110 million in cash interest expense, and $210 million
in capital expenditures. The combination of high leverage and
continuing cash flow loss does not give it much safety margin
against risks relating to competition, wireless number
portability, and the economy. Somewhat offsetting these concerns
has been Nextel Partners' solid operation to date. Success in
targeting the business and public-sector markets, and the unique
quality of its two-way radio (i.e., DirectConnect) product allow
Nextel to realize industry-leading average revenue per user of
$65 and low churn of about 1.7%. With competitors unlikely to
materially challenge DirectConnect in the next two years, the
company could demonstrate solid operating performance for some
time.

Nextel Partners has limited safety margin against execution
risks given its substantial leverage and prospect of continuing
free cash flow loss in the near term--factors somewhat mitigated
by adequate near-term liquidity and the expectation that Nextel
Partners will be able to maintain strong operating metrics.
Standard & Poor's will re-examine ratings and the outlook if
there are material changes regarding liquidity, operations, and
the company's trajectory toward becoming free cash flow positive
in 2004.


NORSKE SKOG: Prices $150 Mill. Principal Amount of Senior Notes
---------------------------------------------------------------
Norske Skog Canada Limited priced US$150 million aggregate
principal amount of 8-5/8% Senior Notes due June 15, 2011. This
represents a US$50 million increase in the size of the offering
that was originally announced May 7, 2003. The notes were
offered at a price of 102.953% of par to yield 8% and will
result in net proceeds of approximately US$150 million.

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 and for general corporate
purposes.

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
the Company's long-term corporate and senior unsecured debt by
one level, from BB+ to BB, and affirmed its existing debt on its
senior secured debt as BB+. S&P's outlook for the Company's
business is stable.


NVIDIA CORP: Reports Weaker Results for 1st Quarter Fiscal 2004
---------------------------------------------------------------
NVIDIA Corporation (Nasdaq: NVDA) reported financial results for
the first quarter of fiscal 2004.

For the first quarter of fiscal 2004, revenue was $405.0
million, compared to $582.9 million for the first quarter of
fiscal 2003.  Net income for the first quarter of fiscal 2004
was $19.7 million, compared to net income of $83.2 million for
the first quarter of fiscal 2003.

"Our key objective for the quarter was to ramp into production
our new family of DX9-generation GPUs and bring cinematic
computing to the mass market," stated Jen-Hsun Huang, president
and CEO of NVIDIA.  "We absolutely delivered by deploying the FX
architecture simultaneously into our desktop, mobile and
workstation product lines.  In addition, our NVIDIA nForce(TM) 2
and new NVIDIA nForce 3 platform processors are changing the
competitive landscape in the core logic market place.  And most
importantly, our increased market share demonstrates the
strength of the NVIDIA brand and our customers' demand for
NVIDIA products on any platform."

NVIDIA Corporation, whose corporate credit rating is rated at B+
by Standard & Poor's, is a visual computing technology and
market leader dedicated to creating products that enhance the
interactive experience on consumer and professional computing
platforms.  Its graphics and communications processors have
broad market reach and are incorporated into a wide variety of
computing platforms, including consumer digital-media PCs,
enterprise PCs, professional workstations, digital content
creation systems, notebook PCs, military navigation systems and
video game consoles.  NVIDIA is headquartered in Santa Clara,
California and employs more than 1,500 people worldwide.  For
more information, visit the company's Web site at
http://www.nvidia.com


OHIO CASUALTY: Catastrophe Losses Cause Poorer Financial Results
----------------------------------------------------------------
Ohio Casualty Corporation (Nasdaq:OCAS) announced net income of
$19.9 million for the first quarter ended March 31, 2003,
compared with $26.9 million in the same quarter of 2002.

President and Chief Executive Officer Dan Carmichael, CPCU
commented, "We are disappointed with our overall operating
results for the first quarter. As we previously reported,
catastrophe losses and poor results for workers' compensation
and the New Jersey personal auto run-off business negatively
impacted the quarter. Our premium volume was lower than we
expected as competition in parts of the marketplace is
increasing. Fortunately, we still maintained significant price
increases for all business segments. A number of our major
product lines-personal auto, if you exclude New Jersey,
commercial multiple peril and other commercial property
business, and all of Specialty Lines-which in total represent
approximately half of our premium revenue, had results near or
better than break-even in terms of statutory underwriting
profit. While some of the other lines did not show improvement
during the quarter we have taken actions to improve these lines
and expect them to generate better results as the year
progresses. We remain convinced that the changes instituted with
our strategic plan are moving the company toward the ultimate
objective of achieving meaningful underwriting profitability."

Consolidated before-tax net investment income for the first
quarter of 2003 was $53.2 million compared with $50.9 million in
the first quarter of 2002. During the first quarter of 2003, net
investment income was positively impacted by a settlement of
$1.25 million for the termination of an investment management
agreement.

Consolidated before-tax realized investment gains amounted to
$19.3 million for the quarter ended March 31, 2003. For the
three months ended March 31, 2002, before-tax realized
investment gains were $22.8 million. The Group continued to
reduce its equity holdings in order to reduce the effect on
statutory surplus of future stock market volatility.

Management of the Corporation believes the significant
volatility of realized investment gains and losses limits the
usefulness of net income as a measure of current operating
performance. Management uses the non-GAAP financial measure of
net income before realized gains and losses to further evaluate
current operating performance. For the first quarter 2003,
consolidated after-tax realized gains positively impacted net
income by $12.5 million, compared with $14.8 million for the
first three months of 2002.

Amortization and impairment write-down of the Corporation's
agent relationships intangible asset for the first quarter 2003
totaled $4.8 million before tax, which consisted of $1.9 million
in amortization and $2.9 million in impairment. This compares
with $8.0 million before tax in the first quarter of 2002,
consisting of $2.7 million in amortization and $5.3 million in
impairment. This asset is related to the acquisition of the
commercial lines business from Great American Insurance Company
in 1998 and the amortization and impairment write-down of such
assets are non-cash charges.

Management uses statutory financial criteria to analyze the
Group's property and casualty results and statutory financial
measures are required to be reported to insurance industry
regulators. Management analyzes statutory results through the
use of insurance industry financial measures including statutory
loss and loss adjustment expense ratios, statutory underwriting
expense ratio, statutory combined ratio, net premiums written
and net premiums earned. The statutory combined ratio is a
commonly used gauge of underwriting performance measuring the
percentage of premium dollars used to pay insurance losses and
related expenses. A discussion of the differences between
statutory accounting principles and generally accepted
accounting principles in the United States is included in Item
15 on pages 67 and 68 of the Corporation's Form 10-K for the
year ended December 31, 2002.

At March 31, 2003 and 2002, statutory surplus, a financial
measure that is required by insurance regulators and used to
monitor financial strength, was $733.8 million and $778.7
million, respectively. Statutory surplus has increased $53.9
million since September 30, 2002, including $8.1 million since
December 31, 2002. The ratio of twelve months ended net premiums
written to statutory surplus as of March 31, 2003 was 1.9 to 1.

               Property-Casualty Operations

The table below summarizes the statutory net premiums written
for the operating segments:

Statutory
Net Premiums Written                First Quarter          %
($ in millions)                     2003      2002         Chg
--------------------                ----      ----         ---
Commercial Lines                   $205.1     $192.8        6.4
Specialty Lines                      32.9       39.5      (16.7)
Personal Lines                      114.1      142.6      (20.0)
                                   ------     ------      ------
   All Lines                       $352.2     $374.9       (6.1)

The net premiums written decline from 2002 was primarily related
to the withdrawal from the New Jersey private passenger auto
market, which accounted for $25.0 million of the decrease. Net
written premiums continue to be positively impacted by price
increases, partially offset by more conservative underwriting of
workers' compensation and construction classes of business and
by changes to reinsurance contracts.

Commercial Lines average renewal price increases were 13.2% in
the first quarter 2003, only slightly below management's
expectations, compared to 14.9% in the same period of 2002 and
14.2% in the fourth quarter 2002. Increased competition in
several markets for small to midsized policies and more
conservative underwriting of workers' compensation and
construction classes of business partially offset the price
increases for a net premiums written increase of 6.4% compared
to the first quarter 2002.

Specialty Lines net premiums written were down $6.5 million
compared to prior year as a result of higher reinsurance costs
on commercial umbrella. Specialty Line premiums before
reinsurance increased 12.6% over first quarter 2002. Higher
reinsurance costs were driven by the inclusion of a ceding
commission and by increased reinsurance rates per dollar of
premium. The addition of ceding commissions on the current
contract causes a corresponding increase to ceded premiums. The
first quarter 2003 also included an accrual of ceded premiums
related to reinstatement of previous reinsurance contracts.
Commercial umbrella is the largest Specialty Line product and
recognized 20.5% average renewal price increases for the first
quarter 2003, compared to 45.1% for the same quarter in 2002 and
33.1% in the fourth quarter 2002. In 2002 the Group instituted
significantly higher minimum premiums for small umbrella
policies which were not increased in 2003. The first quarter
average renewal price increase and gross premiums written were
in line with management's expectations.

Personal Lines net premiums written declined due to management
decisions to cancel certain agents and to withdraw from New
Jersey private passenger auto and other selected markets. These
actions resulted in a $30.4 million decrease in net premiums
written for the first quarter 2003 and explained all of the
decline from the same quarter one year ago. The exit from the
New Jersey private passenger auto market, which was completed
during March 2003, contributed $25.0 million to the decrease.

The combined ratio measures the percentage of premium dollars
used to pay insurance losses and related expenses and is a
commonly used property and casualty insurance industry gauge of
statutory underwriting performance. The combined ratio is the
sum of the loss ratio, the loss adjustment expense ratio, and
the underwriting expense ratio. All references in this press
release to combined ratio or its components are calculated on a
statutory accounting basis. All combined ratio references in
this press release are calculated on a calendar year basis
unless specified as calculated on an accident year basis. The
table below summarizes the statutory combined ratio results by
business unit for recent periods:

                                               Calendar Year
                                               First Quarter
Statutory Combined Ratio                      2003       2002
------------------------                      ----       ----
   Commercial Lines                           111.2%     108.3%
   Specialty Lines                             93.2%      83.4%
   Personal Lines                             110.3%     107.3%
      All Lines                               108.8%     106.5%


The first quarter 2003 All Lines combined ratio increased 2.3
points over the first quarter 2002. A number of factors
negatively impacted this ratio -- primarily higher catastrophe
losses (contributing 2.2 points of the deterioration) and a
higher frequency of large non-catastrophe property losses
exceeding $250,000 per loss (contributing 1.3 points of the
deterioration). These negative factors were partially offset by
improvements in other areas related to better pricing and
improved underwriting.

The All Lines underwriting expense ratio increased 2.1 points
for the quarter compared to last year and is explained later in
this press release. Also impacting the combined ratio are
assessments for the Group's share of underwriting losses on
residual market pools for workers' compensation. This negatively
impacted first quarter 2003 combined ratio by .8 points versus
.6 points in the same quarter in 2002 and .2 points for the year
2002. The first quarter 2003 included an increase in the
estimate of losses not yet reported by the pools based on trends
in reported results. The Group's reduction in workers'
compensation premium writings are expected to mitigate the
negative impact of future assessments.

The Commercial Lines combined ratio of 111.2% increased 2.9
points compared to 2002 due to a higher frequency of both
catastrophe losses and other large property losses as well as
underwriting losses related to National Workers' Compensation
pools. This included the impact of the residual market pool for
workers' compensation of 1.8 points compared to 1.5 points
during first quarter 2003 and 2002, respectively. Commercial
multiple peril and other commercial property business had good
results, with a combined ratio for the quarter of 101.1% despite
the negative effects of catastrophes and other large property
losses.

The Specialty Lines combined ratio of 93.2% increased 9.8 points
above last year's first quarter due almost entirely to the ceded
premium accrual related to the reinstatement of prior year
reinsurance layers. The reinsurance reinstatement impacted
Specialty Lines by 8.4 points.

The Personal Lines combined ratio increased 3.0 points from
107.3% in the first quarter 2002 driven by poor New Jersey
personal auto results. New Jersey personal auto added 4.4 points
to the Personal Lines combined ratio in the first quarter 2003
compared to 2.5 points in the first quarter of 2002. The
statutory combined ratio for personal auto, our largest single
product line, was 108.0%. New Jersey impacted this combined
ratio by 7.1 points. Results for personal auto other than New
Jersey were favorable with a combined ratio of 100.9% for the
quarter.

The All Lines loss and loss adjustment expense ratios, which
measure losses and LAE as a percentage of net earned premiums,
were minimally impacted by adjustments to estimated losses and
LAE related to prior years' business. The increase in provisions
for prior years' losses and LAE increased the combined ratio by
.8 points in the first quarter 2003 compared to 1.2 points in
the first quarter 2002. The loss and LAE ratio component of the
accident year combined ratio measures losses and LAE arising
from insured events that occurred in the respective accident
year. The current accident year excludes losses and LAE for
insured events that occurred in prior accident years.

The table below summarizes the impact of changes in provision
for all prior accident year losses and LAE:

                                              First Quarter
($ in millions)                              2003       2002
---------------                              ----       ----
Statutory net liabilities,
beginning of period                       $2,078.7   $1,982.0
Increase in provision for
prior accident year claims                    $2.7       $4.2
Increase in provision for
prior accident year claims
as % of premiums earned                       0.8%       1.2%

The statutory loss adjustment expense ratio for the first three
months of 2003 was 13.6%, .7 points lower than the first quarter
2002 loss adjustment expense ratio of 14.3%. The decrease is
primarily a result of efforts to more effectively manage claims
legal expenses. During the first quarter of 2003, the Group
announced a reorganization of its claims operations, including a
reduction in staff, which was effective in March 2003. The
reduction will result in a net savings of approximately $1.8
million in 2003, after a first quarter 2003 charge of
approximately $1.0 million for severance pay and other related
expenses.

Catastrophe losses in the first quarter of 2003 were $10.7
million, an increase of $7.4 million from the same period of
2002. Catastrophe losses added 3.1 points to the statutory
combined ratio in the first three months of 2003, above the .9
point catastrophe impact in the first three months of 2002. For
the full year 2002, catastrophes added 1.4 points to the
combined ratio.

The first quarter 2003 statutory underwriting expense, which
measures underwriting expenses as a percentage of net written
premiums, was 35.6% or 2.1 points higher than 33.5% in the
comparable quarter of 2002 and .7 points higher than the full
year 2002 ratio of 34.9%. Although the Corporation continues to
monitor and manage expenses closely, the expense ratio increased
resulting from higher expenses related to investment in
technology, the impact of lower net premiums written, and
increased premium related taxes and assessments.

In 2002, the Group completed for Commercial Lines its multi-year
development of software for policy administration and rating,
known as P.A.R.I.S.(SM). During the development stage,
information systems personnel costs were capitalized. In 2003,
P.A.R.I.S.(SM) is expected to be rolled out for all commercial
lines products. Information systems personnel costs related to
the roll out and maintenance of the software were expensed
during the first quarter of 2003. This shift from development to
roll out and maintenance caused the majority of the increase in
software expenses. This higher expense plus amortization of
expenses capitalized in prior years increased the first quarter
2003 underwriting expense ratio by 1.1 points over the first
quarter 2002.

The Group's remaining non-commission and tax related
underwriting expenses of $49.4 million decreased $4.0 million in
the first quarter 2003 compared to the first quarter 2002, but
this positive impact on the expense ratio was largely offset by
lower net premiums written. The impact of the decline in premium
volume on these expenses is .9 points. These expenses are
primarily comprised of personnel related expenses and the
reduction reflects the continued decline in the employee count.

During the first quarter 2003, premium related taxes and
assessment payments for the current quarter were higher than
similar taxes and assessments in the first quarter of last year.
The payments were primarily related to state insurance funds
such as guaranty funds and workers' compensation second injury
funds. The increased premium related taxes and assessments
increased the underwriting expense ratio by .7 points for the
first quarter 2003 compared to the same quarter a year ago.

The employee count continues to decline. As of March 31, 2003,
the employee count was 2,859, compared with 3,233 at March 31,
2002 and approximately 3,000 at December 31, 2002.

       Assets, Investments and Shareholders' Equity

Consolidated corporate assets were $4.83 billion on March 31,
2003, compared with $4.78 billion at December 31, 2002.
Investments in securities were $3.15 billion at cost, with an
estimated fair market value of $3.51 billion at March 31, 2003,
compared with $3.12 billion at cost, with an estimated fair
market value of $3.50 billion at December 31, 2002.
Shareholders' equity was $1.07 billion at March 31, 2003,
compared with $1.06 billion at December 31, 2002. Book value per
share at March 31, 2003 was $17.58, compared with $17.43 at
December 31, 2002.

Supplemental financial information regarding the Corporation's
first quarter results can be accessed at Ohio Casualty
Corporation's Web site at http://www.ocas.comand was also filed
on Form 8-K with the Securities and Exchange Commission.

Ohio Casualty Corporation is the holding company of The Ohio
Casualty Insurance Company, which is one of six property-
casualty subsidiary companies that make up Ohio Casualty Group.
The Ohio Casualty Insurance Company was founded in 1919 and is
licensed in 49 states. Ohio Casualty Group is ranked 40th among
U.S. property/casualty insurance groups based on net premiums
written (Best's Review, July 2002). The Group's member companies
write auto, home and business insurance. Ohio Casualty
Corporation trades on the NASDAQ Stock Market under the symbol
OCAS and had assets of approximately $4.8 billion as of
March 31, 2003.

As reported in the Troubled Company Reporter's November 4, 2002
issue, Standard & Poor's revised its outlook on Ohio Casualty
Corp., which has a double-'B' counterparty credit rating, and
related operating companies to negative from stable.


OMNOVA SOLUTIONS: Expects to Lose Up to $6 Million in Fiscal Q2
---------------------------------------------------------------
OMNOVA Solutions Inc. (NYSE: OMN), an innovator of decorative
and functional surfaces, emulsion polymers, and specialty
chemicals, expects to report a net loss of $4.0 million to $5.9
million for the fiscal second quarter ending May 31, 2003.
Excluding unusual charges, net of tax, of approximately $3.4
million, the net loss is estimated to be $0.6 million to $2.5
million, in line with consensus expectations.  Earnings per
diluted share is expected to be in the range of negative $0.10
to negative $0.15, while earnings per diluted share excluding
unusual items is estimated to be negative $0.01 to negative
$0.06 per share.

The unusual charge is for the non-cash write-off of existing
deferred financing costs in conjunction with the Company's
planned refinancing activities, plus costs associated with a
previously announced workforce reduction and the closure of a
design center building, offset by an anticipated gain on the
sale of the building.

Sales are estimated to be in the range of $173.0 million to
$177.0 million, up 12 to 14 percent compared with first quarter
2003.

"After a very difficult operating environment in our first
quarter, we are generating improved results.  We are encouraged
to see growth in our Performance Chemicals and Building Products
revenue this quarter, as volumes have improved and pricing
actions have been implemented.  Cost reduction actions initiated
in the previous quarter are starting to provide benefits. Though
raw material costs in the current quarter will be approximately
$10.0 million higher than last year's second quarter, oil and
natural gas prices have recently declined from multi-year highs.
Consistent with industry forecasts, we believe our key raw
materials have peaked in the second quarter. We expect further
operating profit improvement in May as the costs of our raw
materials begin to decline," said Kevin McMullen, Chairman and
Chief Executive Officer.

OMNOVA Solutions Inc. is a technology-based company with 2002
sales of $681 million and 2,350 employees worldwide.  OMNOVA is
a major innovator of decorative and functional surfaces,
emulsion polymers and specialty chemicals.

As reported in Troubled Company Reporter's Friday Edition, Fitch
Ratings 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: Offering $165 Million of Senior Secured Notes
---------------------------------------------------------------
OMNOVA Solutions Inc. (NYSE: OMN), an innovator of decorative
and functional surfaces, emulsion polymers, and specialty
chemicals, is planning an offering of $165 million of Senior
Secured Notes -- recently rated at BB+ by Fitch Ratings -- in an
offering exempt from the registration requirements of the
Securities Act of 1933.  The offering is contingent upon the
concurrent closing of a new $100 million three-year asset-based
bank credit facility.  The Company intends to use the proceeds
from the offering to repay outstanding amounts under its
existing revolving credit facility, to terminate its receivables
sale program and to pay related fees and expenses.

These Notes to be offered will not be or have not been
registered under the Securities Act of 1933 and may not be
offered or sold in the United States absent registration or an
applicable exemption from registration requirements.

OMNOVA Solutions Inc. is a technology-based company with 2002
sales of $681 million and 2,350 employees worldwide.  OMNOVA is
a major innovator of decorative and functional surfaces,
emulsion polymers and specialty chemicals.


PAXSON COMMS: Prolonged Credit Ratio Weakness Spurs Rating Cuts
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Paxson
Communications Corp., including its long-term corporate credit
rating to 'B' from 'B+', due to prolonged weakness in the
company's credit ratios and expectations of an extended period
of high financial risk.

At the same time, Standard & Poor's removed all ratings from
CreditWatch. The outlook is negative. West Palm Beach, Florida-
based television station owner and operator Paxson had
approximately $900 million of debt outstanding on Dec. 31, 2002.

The rating action is based on expectations that Paxson's
leverage will remain excessive while it strives to build EBITDA
from negative levels and to narrow discretionary cash flow
deficits. "Lower syndicated programming payments and operating
expenses are boosting cash flow, however, the substantial cash
flow generation, required to reduce debt and restore credit
ratios commensurate with prior ratings, is not likely in the
near term," said Standard & Poor's credit analyst Alyse
Michaelson. She added that, "The improvement in weak credit
ratios is being delayed by slower-than-anticipated advertising
revenue growth at the still-developing network." Maintaining
compliance with financial covenants could also be difficult
given Paxson's minimal revenue growth prospects. Asset sales
have bolstered near-term liquidity, but the company's cash
cushion could dwindle in the long term if it is unable to
achieve the expected ramp-up in cash flow and curb discretionary
cash flow losses.

Infomercials, which run during non-primetime periods, generated
almost half of Paxson's 2002 total revenue and represent a
highly profitable revenue base because of the absence of
programming expense. Primetime audience ratings have shown
gradual improvement, but the network's revenue and cash flow
generating ability are not yet well established. To address
primetime profitability, Paxson's programming efforts now are
focused on lower-cost, original productions rather than on
expensive syndicated product. Despite the network's under-
performance, Paxson's broadcast, cable and satellite assets
continue to be a valuable programming distribution platform.

NBC made a $415 million convertible preferred investment in
Paxson in 1999, and has been instrumental in strengthening the
company's sales efforts. Standard & Poor's believes that Paxson
is a strategic, albeit very small, investment for NBC and has
value for that company's long-term, multi-channel programming
strategy. In the event that NBC operational control does not
occur due to regulatory restrictions, Paxson is likely to seek
another strategic partner, investor, or buyer for the company.


PENN TREATY: Look for First-Quarter Results and Form 10-Q Today
---------------------------------------------------------------
Penn Treaty American Corporation (NYSE: PTA) intends to release
its 1st quarter 2003 earnings and file its Form 10-Q for the
period ending March 31, 2003 today.

In addition, the Company will hold an investor conference call
to discuss its results tomorrow, at 2:00 p.m., EDT.  Investors
and analysts may participate by calling 1.888.428.4479.

As reported in Troubled Company Reporter's April 9, 2003
edition, A.M. Best Co., affirmed the financial strength ratings
of B- (Fair) of the subsidiaries of Penn Treaty American Corp
(Allentown, PA). The subsidiaries are: Penn Treaty Network
America Insurance Co, American Network Insurance Company (both
of Pennsylvania) and American Independent Netwk Ins Co of NY
(New York).

Over the past year, Penn Treaty has executed many of the
critical tasks it needed to complete, including refinancing the
majority of its outstanding debt originally due in 2003, raising
additional capital and has a quota share reinsurance agreement
currently in place for up to 50% of its new business. However,
A.M. Best believes it still faces an uphill battle if it is to
have once more a meaningful presence in the long-term care
market.


PENNEXX FOODS: Defaults on Credit Agreement with Smithfield
-----------------------------------------------------------
Pennexx Foods, Inc. (OTC BB:PNNX), a leading provider of case-
ready meat to retail supermarkets in the Northeast, reported
financial results for the first quarter ended March 31, 2003.
Pennexx also announced that its lender, Smithfield Foods, Inc.,
has sent Pennexx a notice of default under the Credit Agreement
between the two parties.

Revenues for the three months ended March 31, 2003 were $12.8
million compared to $10.9 million in the comparable period of
2002, an increase of $1.9 million or 17.4%. The Company had a
net loss of $3.1 million in the three months ended March 31,
2003 compared to net income of $0.007 million in the comparable
period of 2002. Management attributes the magnitude of the loss
primarily to extremely poor yields on meat products due to the
start-up of the new plant, and to a material increase in
Indirect and General and Administrative expenses, offset in part
by labor efficiencies due to the usage of the automated
equipment. As a result of the first quarter loss and continuing
losses subsequent to the end of the quarter, the Company has
virtually depleted its cash resources.

By letter received by Pennexx on May 8, 2003, Smithfield advised
the Company that Smithfield believed Pennexx to be in default of
several provisions of the Credit Agreement and that Smithfield
intended to exercise its remedies thereunder.

The Company has opened a dialogue with potential investors and
the Board of Directors of Pennexx is meeting to consider the
Company's options.

Established in 1999, Pennexx Foods, Inc. is a leading provider
of case-ready meat to retail supermarkets in the northeastern
U.S. The company currently provides case-ready meat within a
300-mile radius of its plants to customers in the Northeast in
order to assure delivery of product with an extended shelf life.
The company cuts, packages, processes and delivers case-ready
beef, pork, lamb and veal in compliance with the United States
Department of Agriculture regulations. Pennexx customers include
many significant supermarket retailers.


PETROLEUM GEO: Will Publish First Quarter 2003 Results Tomorrow
---------------------------------------------------------------
Petroleum Geo-Services ASA (OSE:PGS) (Pink Sheets:PGOGY) expects
to announce its first quarter 2003 financial results at
approximately 3:30 p.m. Central European Time (9:30 a.m. Eastern
Time) tomorrow.

A press conference will be arranged in the PGS offices at
Lysaker, Oslo tomorrow at 3:30 p.m. CET. A presentation will be
given to analysts at 4:30 p.m. CET in the same location. Live
audio together with the presentation will be broadcasted on the
PGS web site, starting promptly at 4:30 p.m. CET. Please go to:
http://www.PGS.comand click on the link, at least 15 minutes
before, to register and download and install any necessary audio
software.

Petroleum Geo-Services is a technologically focused oilfield
service company principally involved in geophysical and floating
production services. PGS provides a broad range of seismic and
reservoir services, including acquisition, processing,
interpretation, and field evaluation. PGS owns and operates four
floating production, storage and offloading units. PGS operates
on a worldwide basis with headquarters in Oslo, Norway. For more
information on Petroleum Geo-Services visit http://www.pgs.com

                        *   *   *

As reported in Troubled Company Reporter's February 5, 2003
edition, Fitch Ratings affirmed Petroleum Geo-Services ASA
senior unsecured debt rating at 'C'. The ratings remain on
Rating Watch Negative. This affirmation follows the payment by
PGO of interest related to PGO's 6-5/8% senior notes due 2008
and its 7-1/8% senior notes due 2028. PGO finds itself in the
same situation it was in last month as it has utilized a 30-day
grace period to make an $8.2 million interest payment on its
8.15% senior notes due 2029. This grace period expires Feb. 15,
2003.

DebtTraders reports that Petroleum Geo-Services' 7.500% bonds
due 2007 (PGSA07NOR1) are trading between 44.5 and 45.5 cents-
on-the-dollar. For real-time bond pricing, see
http://www.debttraders.com/price.cfm?dt_sec_ticker=PGSA07NOR1


PRIMEDIA INC: Firming-Up Offering of $300 Mill. of Senior Notes
---------------------------------------------------------------
PRIMEDIA Inc. (NYSE: PRM) is in the process of completing an
offering of $300 million in aggregate principal amount of its 8%
Senior Notes due 2013.  The senior notes will be guaranteed by
PRIMEDIA's wholly-owned domestic subsidiaries fully,
unconditionally, joint and severally and secured equally
and ratably with PRIMEDIA's outstanding senior notes and
indebtedness under its credit facilities.

The net proceeds of the offering will be used by PRIMEDIA Inc.
principally to repay its outstanding 8-1/2% Senior Notes due
2006.  The notes have not been registered under the Securities
Act of 1933, as amended, and will be offered pursuant to
applicable exemption from the registration requirements under
the Securities Act.

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

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


PROVIDENCE HEALTH: AM Best Assigns B++ Financial Strength Rating
----------------------------------------------------------------
A.M. Best Co. has assigned an initial financial strength rating
of B++ (Very Good) to Providence Health Plan (Providence)
(Beaverton, OR). The rating outlook is stable.

The rating reflects Providence's strategic role as the managed
care affiliate of Providence Health System-Oregon, a not-for-
profit integrated health delivery organization. The rating also
recognizes a return to profitability after transition to the new
Exclusive Provider Organization health plan model, the company's
strong balance sheet fundamentals and the benefits from the
association with the Providence brand name. Partially offsetting
these strengths are the adverse economic and regulatory
environment and previous operating losses, primarily in the
Providence Health Plan of Washington, which has been dissolved.

Established in 1985, Providence Health Plan is Oregon's third
largest commercial health insurer offering benefit plans to
employer groups and retirees. Recently, Providence completed a
transition of its HMO enrollment to the EPO product with
Personal Option and Open Option. A comprehensive product
selection that features access to an extensive network of
providers and hospitals has supported a market position of over
180,000 enrolled members. Strong retention rates and trend
pricing improved the financial performance with reduction in the
medical loss ratio and administrative expense ratio. Cash from
operations support a strong working capital position and overall
liquidity. Capital position was strong and improved in 2002 with
the repayment of surplus notes.

Earnings growth is expected to be challenged by adverse economic
conditions. The Portland-Metro region, the center for the
state's health services, continues to experience an unemployment
rate higher than the national average. Furthermore, the
government budget pressures increased regulatory oversight of
sponsored insurance programs. The economic and regulatory
uncertainty is mitigated by product diversification and
consistent underwriting. A.M. Best recognizes Providence's
administrative capacity to work through the economic uncertainty
and to modify plan options with flexible spending and cost
sharing to sustain profitable growth.


QUEBECOR MEDIA: First Quarter Results Enter Positive Territory
--------------------------------------------------------------
Quebecor Media Inc., reported total revenues of $550.2 million
for the first quarter of 2003, compared with $549.5 million for
the same quarter of 2002. Operating income rose $13.1 million or
10.1% to $142.7 million due to stronger profits in the Cable
Television segment and a notable improvement in operating
results in the Web Integration/Technology and Internet/Portals
segments. The operating losses of those two segments were
virtually eliminated. These improvements more than offset the
decrease in operating income in the Business Telecommunications
segment.

Net income was $7.6 million in the first quarter of 2003,
compared with a net loss of $22.1 million in the same quarter of
2002. It was the Company's best earnings performance in more
than two years.

Financial expenses decreased by $11.1 million from $80.2 million
in the first quarter of 2002 to $69.1 million in the same
quarter of 2003, due primarily to the favorable impact of the
conversion of the unhedged portion of the long-term debt and to
a net gain on settlement of debt, which was realized on the
refinancing of Sun Media Corporation's debt and on the voluntary
repayment of a portion of Videotron's debt. Unusual items
(reserve for restructuring, write-down of temporary investments,
non-monetary compensation charge, write-down of goodwill and
gains (losses) on sales of businesses and other assets) amounted
to $0.9 million in 2003, compared with $17.9 million in 2002.

             Star Academie: the Power of Convergence

One of the highlights of the quarter was the television program
Star Academie, broadcast on the TVA network between February 16
and April 20, 2003. The program's resounding success
demonstrated the originality and scope of Quebecor Media's
convergence strategy.

According to BBM's People Meter ratings, the 90-minute Star
Academie special on Sunday, April 13, 2003 was seen by over 3
million viewers, an all-time record for a program broadcast on
the TVA network. The following week, the final episode captured
83% of the viewing audience during its time slot. At its height,
Star Academie was seen by nearly half (47.4%) of Quebec's
French-speaking population (aged 2 and over).

TVA Publishing's celebrity weeklies covered the event and reaped
significantly increased newsstand sales. For example, sales of 7
Jours magazine were up more than 44% from the same period of
2002. The program also received daily coverage in Le Journal de
Montreal and Le Journal de Quebec.

Subscribers to Videotron's high-speed Internet service had
exclusive access to webcams providing live backstage feeds. The
unique advantage brought Videotron a significant number of new
customers. For its part, Netgraphe developed tools to support
voting, video feeds, interactivity and chat sessions with the
contestants. During the program's run, Netgraphe logged more
than 304,000 registrations on the Star Academie site, 5.9
million unique visitors and over 135 million page views. The
project generated revenues of more than $400,000 for Netgraphe.
Meanwhile, the Videotron Telecom subsidiary created a new Video
Streaming service to meet the short-term needs of major projects
such as Star Academie.

Select, Archambault Group's music distribution arm, distributed
the Star Academie CD, which was certified platinum (100,000
copies sold) out of the box and quintuple platinum (500,000
copies sold) by April 20, 2003, the date of the grand finale,
making it the fastest selling quintuple platinum album ever in
Canada. The CD was prominently displayed at all Archambault
locations and at more than a hundred Le SuperClub Videotron
locations.

Cable Television

The Cable Television segment's first quarter 2003 revenues
amounted to $180.4 million, compared with $179.9 million in the
same quarter of 2002. Revenue increases of $11.8 million from
the high-speed cable Internet access service and $6.7 million
from the illico digital television service more than compensated
for lower revenues from analog cable television, dial-up
Internet access, installation and other services. At quarter
end, there were 182,000 subscribers to the illico service, an
increase of 50% from the same date of the previous year.
Subscriptions to the high-speed Internet service grew 33% from
251,000 to 334,000 over the same period. Videotron signed up
11,000 new subscribers to illico during the quarter and lost
18,000 customers to its analog cable television service, for a
net loss of 7,000 customers, compared with a net loss of 26,000
customers during the same period of 2002. Videotron also gained
23,000 new customers for its Internet access services during the
quarter.

Operating income amounted to $70.8 million, compared with $67.3
million in the first quarter of 2002, an increase of $3.5
million or 5.2%. The rise in operating income resulted primarily
from the growth in the customer base for the high-speed Internet
access service and higher operating margins for that service,
generated by increased rates and lower bandwidth costs. Reduced
operating expenses and improved productivity were also factors
in the increase in operating income. Videotron's average
operating margin for all operations increased from 37.4% in the
first quarter of 2002 to 39.2% in the same quarter of 2003.

On March 20, 2003, Videotron and its employees in the Montreal
and Quebec City areas reached an agreement in principle on
renewal of their collective agreements, ending the labour
dispute that began on May 8, 2002. The new labour contracts
signed on April 29, 2003 will enable Videotron to reduce costs,
enhance productivity, and exercise greater flexibility in the
management of its operations.

Newspapers

Sun Media Corporation reported first-quarter revenues of $201.3
million, an increase of $1.3 million from the same period of
2002. A 2.7% increase in advertising revenues was partially
offset by lower circulation, distribution and printing revenues.
First-quarter operating income increased $0.6 million, or 1.3%,
from $44.6 million to $45.2 million, mainly as a result of lower
newsprint prices.

Sun Media Corporation undertook the refinancing of its debt at
the beginning of the quarter. The subsidiary subsequently
announced an increase in the amount of the refinancing in view
of the positive response from investors. On February 7, 2003, it
closed a private placement of Senior Notes in the net amount of
US$201.5 million and contracted new bank credit facilities
totalling $425.0 million. These funds were used to pay down Sun
Media Corporation's loans in full and to pay a $260 million
dividend to Quebecor Media, of which $150.0 million was used to
reduce Videotron ltee's long-term debt.

Broadcasting

TVA Group's revenues totalled $84.3 million in the first quarter
of 2003, up 9.1% from $77.3 million in the same quarter of 2002.
The increase was due to growth in broadcasting revenues and the
inclusion of Publicor's results since its acquisition by TVA
Publishing in the second quarter of 2002. These two factors
outweighed the decrease in revenues from production and
international distribution operations resulting from TVA's
repositioning in this area. Operating income rose 9.0% from
$13.3 million to $14.5 million, due mainly to the improved
profitability of TVA's publishing operations as a result of
synergies yielded by the integration of Publicor in May 2002.

Leisure and Entertainment

The Leisure and Entertainment segment reported quarterly
revenues of $51.6 million, compared with $57.4 million in the
same quarter of 2002, a 10.1% decrease. The lower figures were
due to the transfer of the Publicor magazines from the Leisure
and Entertainment segment to the Broadcasting segment in the
second quarter of 2002, and lower revenues in the Books segment
as a result of the sale of Editions Wilson & Lafleur in the
fourth quarter of 2002. Archambault Group and Le SuperClub
Videotron reported revenue increases of 7.3% and 7.1%
respectively. The segment's operating income amounted to $5.5
million, compared with $5.7 million in the same period of 2002.
The growth in operating income at Archambault Group and Le
SuperClub Videotron, as well as a smaller operating loss in the
Books segment, almost entirely offset the impact of the removal
of magazines from the segment.

The highlights of the first quarter included the retail success
of the Star Academie CD, the excellent performance of
Archambault Group's retail network, increased sales of Videotron
products at Le SuperClub Videotron locations, and lower
administrative expenses following the reorganization of the
general literature publishing houses under Editions Quebecor
Media.

Business Telecommunications

Videotron Telecom Ltd. (VTL) recorded first quarter 2003
revenues of $21.8 million, compared with $22.2 million in the
same period of the previous year. The positive impact of the
acquisition of the assets of Stream Intelligent Networks in
Ontario did not entirely compensate for the sharp decrease in
Internet-related revenues as a result of the renegotiation of
the service agreement with Videotron and other factors. The
segment's operating income amounted to $5.8 million, compared
with $7.5 million in the same quarter of 2002. The $1.7 million
decrease was caused mainly by the lower Internet revenues and
increased operating expenses resulting from the acquisition of
Stream Intelligent Networks.

Web Integration/Technology

The Web Integration/Technology segment reported quarterly
revenues of $17.1 million versus $20.8 million in the same
quarter of 2002, a 17.8% decrease. The lower revenues reflect
soft demand in the IT and Internet advertising markets, the sale
of the Nurun Technologies office in Paris, and the closing of
the Mindready Solutions office in Paignton, Great Britain. The
segment's operating loss was only $88,000, compared with a loss
of $8.0 million in the first quarter of 2002. The improvement
resulted primarily from the recording under operating expenses
in the first quarter of 2002 of special charges related to the
restructuring of Mindready's operations. Cost reductions and
improved productivity at all Mindready and Nurun offices (except
Milan) were also factors.

Nurun signed several major contracts during the quarter,
including a three-year exclusive agreement with Bombardier
Recreational Products to develop and maintain its Web sites,
confirmation of a contract extension with Evian in the US
following the joint venture agreement between Evian and Coca-
Cola, and a contract with a major customer of Quebecor World in
partnership with its Q-Net MediaTM subsidiary.

Internet/Portals

The Internet/Portals segment's first-quarter revenues totalled
$7.0 million, compared with $7.4 million in the same quarter of
2002. The special-interest portals MatchContact.com, Autonet.ca
and Jobboom.com continued posting strong growth, with an 18.5%
increase in revenues. The robust performance did not entirely
make up for the decrease in revenues from the general-interest
portals, particularly in English-language markets, and the
closing or sale of CANOE's European portals. The segment has
broken even in terms of operating income for the past three
quarters. In the first quarter of 2003, it generated operating
income of $0.4 million, compared with an operating loss of $1.8
million in the same period of 2002. The strong performance was
mainly the result of the decisive restructuring measures
introduced since the second quarter of 2001 and the improved
profitability of the special-interest portals, particularly
Jobboom.com.

                       Financial Position

At March 31, 2003, the Company and its subsidiaries had cash,
cash equivalents and liquid investments with remaining
maturities greater than three months totalling $175.3 million,
consisting mainly of short-term investments. The Company and its
wholly owned subsidiaries also had unused lines of credit of
$240.0 million available, for total available liquid assets of
$415.3 million. At the same date, the consolidated debt,
including the short-term portion of the long-term debt but
excluding redeemable preferred shares, totalled $3.15 billion,
including Sun Media Corporation's $623.4 million debt, Videotron
ltee's $951.3 million debt, TVA Group's $49.4 million debt, and
Quebecor Media's own debt, which includes Senior Notes in an
aggregate amount of $1.31 billion and a term loan of $212.8
million.

At the beginning of 2003, Quebecor Media issued redeemable
preferred shares in the amount of $216.1 million. On April 22,
2003, these shares were converted to common shares. On the same
date, Quebecor Media issued common shares totalling $214.3
million. The proceeds from these stock offerings were used to
pay down in full the $429.0 million term loan coming due on
April 23, 2003.

Operating income

The Company defines operating income (or loss) as earnings (or
loss) before amortization charges, financial expenses, reserves
for restructuring of operations and special charges, write-downs
of goodwill, gains (losses) on the sale of businesses and other
assets, income taxes, and non-controlling interest. Special
charges include write-downs of temporary investments and non-
monetary compensation charges.

Operating income (or loss) as defined above is not a measure of
results that is consistent with generally accepted accounting
principles. It is not intended to be regarded as an alternative
to other financial operating performance measures or to the
statement of cash flows as a measure of liquidity. It is not
intended to represent funds available for debt service,
dividends, reinvestment or other discretionary uses, and should
not be considered in isolation or as a substitute for measures
of performance prepared in accordance with generally accepted
accounting principles. Operating income (or loss) is used by the
Company because management believes it is a meaningful measure
of performance. Operating income (or loss) is commonly used by
the investment community to analyze and compare the performance
of companies in the industries in which the Company is engaged.
It facilitates year-over-year comparison of results since
operating income (or loss) excludes, among other things, unusual
items that are not readily comparable from year to year. The
Company's definition of operating income may not be identical to
similarly titled measures reported by other companies.

Quebecor Media Inc., a subsidiary of Quebecor Inc. (TSX: QBR.A,
QBR.B), operates in Canada, the United States, France, Italy and
the UK. It is engaged in newspaper publishing (Sun Media
Corporation), cable television (Videotron ltee), broadcasting
(TVA Group Inc.), Web technology and integration (Nurun Inc. and
Mindready Solutions Inc.), Internet portals (Netgraphe Inc.),
magazines (TVA Publishing Inc.), books (a dozen associated
publishing houses), distribution and retailing of cultural
products (Archambault Group Inc. and Le SuperClub Videotron
ltee) and business telecommunications (Videotron Telecom Ltd.).

As reported in Troubled Company Reporter's February 13, 2003
edition, Standard & Poor's Ratings Services removed its ratings
on diversified media company, Quebecor Media Inc., from
CreditWatch with negative implications, where they were placed
on Sept. 16, 2002, following the completion of Sun Media's
refinancing that was carried out largely as expected. In
addition, outstanding ratings on Quebecor Media, including the
'B+' long-term corporate credit rating, along with all ratings
on subsidiaries Sun Media Corp., and Videotron Ltee, were
affirmed. The outlook is stable.

At the same time, ratings on Sun Media's US$97.5 million 9.5%
senior subordinated notes due February 2007, and US$53.5 million
9.5% senior subordinated notes due May 2007, were withdrawn to
reflect Sun Media's intention to call these notes in the near
term.

"The ratings affirmations reflect improved financial flexibility
at Sun Media and Quebecor Media, due to the easing of covenant
restrictions on free cash flows and a light amortization
schedule following the refinancing," said Standard & Poor's
credit analyst Barbara Komjathy.


REGUS: Serchuck & Zelermyer Serving as Panel's Conflicts Counsel
----------------------------------------------------------------
The Official Committee of Unsecured Creditors of the chapter 11
cases of Regus Business Centre Corp., seeks permission from the
U.S. Bankruptcy Court for the Southern District of New York to
retain and employ Serchuck & Zelermyer, LLP as Special Conflicts
Counsel.

The Committee, through its counsel, Kaye Scholer LLP, reports
that Regus Business Centre Corporation, one of the Debtor,
maintains, among others, a principal operating account, out of
which it manages cash receipts and disbursements, an investment
sweep account, where funds from the principal operating account
are allowed to accrue interest overnight, and a deposit account,
into which RBCC has deposited a certificate of deposit for the
cash collateralization of the letters of credit that RBCC has
posted for the benefit of certain of its landlords, with JP
Morgan Chase. Based on these relationships, Chase has asserted
that it is a secured creditor of the Debtors and their
affiliates.

The United States Trustee requests the Committee to retain
conflict counsel to deal with Chase.  Accordingly the Committee
seeks to retain and employ Serchuck & Zelermyer as special
conflicts counsel to handle any matters that may arise whereby
the Committee finds it necessary to take a position adverse to
Chase.

The current hourly rates charged by Serchuck & Zelermyer for
professionals and paraprofessionals employed in its offices are:

          Partner           $375 - $465 per hour
          Counsel           $285 - $350 per hour
          Associates        $220 - $325 per hour

The attorney currently expected to have primary responsibility
for providing services to the Committee is David M. Pollack,
Esq., with current hourly rate of $310 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


RELIANT RESOURCES: First Quarter Operating Loss Tops $56 Million
----------------------------------------------------------------
Reliant Resources, Inc. (NYSE: RRI) reported a loss from
continuing operations of $56 million for the first quarter of
2003, compared to income from continuing operations of $81
million for the same period of 2002.  Excluding an accrual of
$47 million, pre-tax ($29 million, or $0.10 per share, after-
tax) for the payment that will be due to CenterPoint Energy in
2004 under Texas' deregulation legislation, the loss from
continuing operations in the first quarter of 2003 was $27
million.

Effective February 2003, Reliant Resources began reporting its
European energy segment as discontinued operations.  This change
is a result of the company's agreement to sell its European
energy operations to nv Nuon, a Netherlands-based electricity
distributor.  Reliant Resources expects to close this
transaction in the summer of 2003.

In addition to the accrual for the payment to CenterPoint
Energy, Reliant Resources' 2003 first quarter loss reflected a
decline in wholesale earnings due to significantly lower trading
margins, including a previously disclosed trading loss of
approximately $80 million, continued weakness in the wholesale
markets and hedge ineffectiveness losses.  Additionally, the
company incurred an increase in interest expense, primarily
associated with the acquisition of Orion Power Holdings and
amortization and expensing of financing costs associated with
the company's recently announced financings.  These items were
partially offset by a reversal of California-related reserves
and continued strong performance in the company's retail
electric operations in Texas.

"Our first quarter was one of progress and accomplishment
despite the earnings performance," said Joel Staff, chairman and
CEO.  "We closed a new financing package that has stabilized the
company's capital structure, and we are now positioned to
transition our capital structure to one that reflects our
business profile.  The agreement to sell our European business
and the decision to discontinue proprietary trading were
important steps in our ongoing effort to sharpen our strategic
focus.  By aligning our business activities with the commercial
opportunities in today's market, we are positioning the company
to survive the difficult period in the business cycle and to
benefit from future improvements in wholesale market
conditions," Staff added. "Our top priorities going forward will
be to achieve resolution of outstanding legal and regulatory
issues and to accelerate the momentum we have begun to see in
regaining our corporate credibility."

                     SEGMENT EARNINGS DETAILED

Retail Energy

The company's retail energy segment produced earnings before
interest and taxes (EBIT) of $23 million in the first quarter of
2003, compared to $46 million of EBIT in the first quarter of
2002.   Excluding the $47 million accrual for a payment to
CenterPoint Energy, which is discussed below, EBIT for the first
quarter of 2003 would have been $70 million.

The first quarter 2003 EBIT, excluding the accrual for the
payment to CenterPoint Energy mentioned above, benefited from a
full month of usage during January, which was a month of
customer transition from the regulated utility in 2002; the
contribution from Texas generating units that began commercial
operations after the first quarter of 2002; revised estimates
for electric sales related to prior periods and higher margins
due to improvements in the management of supply costs relative
to the first quarter of 2002. These improvements were partially
offset by customer attrition, primarily in the small commercial
customer class, and increased expenses to support the expanded
retail business.

Payment to CenterPoint Energy: Texas deregulation legislation
requires an affiliated retail electric provider to make a
payment in 2004, not to exceed $150 per customer, if 40 percent
of the residential and small commercial customers' load in the
affiliated transmission and distribution utility's service
territory has not switched to an alternative electric provider
by the end of 2003.  The payment is individually calculated for
the two customer classes.  Through the first quarter of 2003,
Reliant Resources has recorded $175 million for the estimated
payment the company expects to make to CenterPoint Energy in
2004.  The accrual was based on the maximum payment of $150 per
residential customer retained.  The company does not anticipate
making a payment for the small commercial class.

Accounting change: Due to changes in accounting rules (EITF No.
02-03), the results of operations related to our contracted
electricity sales to large commercial, industrial and
institutional customers and the related supply costs are not
comparable between the first quarter of 2002 and the first
quarter of 2003.  Prior to 2003, the company used mark-to-market
accounting for earnings of its contracted electricity sales and
recognized a $2 million loss related to these contracts during
the first quarter of 2002.  The company has discontinued the use
of mark-to-market accounting for these contracts. Earnings
related to contracted electricity sales are now recognized as
the volumes are delivered, and the corresponding unrealized
gains recorded in prior periods are reversed.  During the first
quarter of 2003, the company reversed $20 million of previously
recognized unrealized earnings.  As of March 31, 2003, our
retail energy segment had $83 million of unrealized gains
recorded in prior years that will reverse upon the delivery of
related volumes ($54 million in the remainder of 2003 and $29
million in 2004 and beyond).

Wholesale Energy

The wholesale energy segment reported a loss before interest and
taxes of $10 million in the first quarter of 2003 that included
a $61 million reversal of California-related reserves, compared
to EBIT of $115 million in the first quarter of 2002, which
included a $33 million California credit reserve reversal.

The decrease compared to the first quarter of 2002 was primarily
the result of significantly lower trading margins including a
previously disclosed trading loss of approximately $80 million,
increased losses associated with hedge ineffectiveness and
continued weakness in wholesale energy market conditions
primarily in the west.  Partially offsetting the declines were
the reversal of California-related provisions mentioned above
and improved margins from the coal plants in the Mid-Atlantic
region due to higher power prices that resulted from increased
natural gas prices.

Other Operations

The company's other operations segment recorded a loss before
interest and taxes of $10 million for the first quarter of 2003,
compared to a loss before interest and taxes of $10 million in
the first quarter of 2002.

Discontinued Operations

Effective February 2003, Reliant Resources began reporting its
European energy segment as discontinued operations.  This is a
result of the company's agreement to sell its European energy
operations to nv Nuon, a Netherlands-based electricity
distributor.  Reliant Resources expects to close this
transaction in the summer of 2003.

The company recorded a loss from discontinued operations of $381
million for the first quarter of 2003 compared to earnings of
$15 million in the first quarter of 2002.  The loss for the
first quarter of 2003 includes a $384 million charge related to
the estimated loss on disposal.

Outlook for 2003

The company expects 2003 income from continuing operations to be
between $0.50 and $0.70 per share.  This guidance excludes the
impact of transitioning from mark-to-market to accrual
accounting (EITF Issue No. 02-03), ($0.15); the accrual for
payment to CenterPoint Energy under Texas deregulation
legislation, ($0.10); and the reversal of California-related
reserves, $0.15.

Reliant Resources, Inc., based in Houston, Texas, provides
electricity and energy services to retail and wholesale
customers in the U.S. and Europe, marketing those services under
the Reliant Energy brand name.  The company provides a complete
suite of energy products and services to approximately 1.7
million electricity customers in Texas ranging from residences
and small businesses to large commercial, industrial and
institutional customers.  Its wholesale business includes
approximately 22,000 megawatts of power generation
capacity in operation, under construction or under contract in
the U.S.  The company also has nearly 3,500 megawatts of power
generation in operation in Western Europe.  For more
information, visit http://www.reliantresources.com

As reported in Troubled Company Reporter's April 4, 2003
edition, Standard & Poor's Ratings Services raised its corporate
credit ratings on electricity provider Reliant Resources Inc.,
and three of its subsidiaries, Reliant Energy Mid-Atlantic Power
Holdings LLC, Orion Power Holdings Inc, and Reliant Energy
Capital (Europe) Inc., to 'B' from 'CCC'. The ratings on each of
these companies were placed on CreditWatch with developing
implications. In addition, Orion Power's senior unsecured rating
was raised to 'CCC+' from 'CC'.

The CreditWatch listing for Reliant Energy Power Generation
Benelux B.V., was revised to positive from developing.


RENT-WAY INC: Plans to Issue $215 Mill. of Senior Secured Notes
---------------------------------------------------------------
Rent-Way, Inc. (NYSE: RWY) plans to offer $215 million of senior
secured notes.

Rent-Way intends to use the net proceeds of the offering,
together with borrowings under a proposed new revolving bank
credit facility, to repay all amounts outstanding to its current
bank group.

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

Rent-Way is one of the nation's largest operators of rental-
purchase stores.  Rent-Way rents quality name brand merchandise
such as home entertainment equipment, computers, furniture and
appliances from 753 stores in 33 states.

As reported in Troubled Company Reporter's January 13, 2003
edition, Standard & Poor's Ratings Services lowered its
corporate credit and bank loan ratings on Rent-Way Inc. to 'CCC'
from 'CCC+'.

Standard & Poor's also removed the ratings from CreditWatch with
negative implications. The outlook is developing. The Erie, Pa.-
based company had $277 million of debt outstanding on the bank
loan as of Sept. 30, 2002.

"The rating action is based on our ongoing concern about Rent-
Way's ability to refinance its bank loan that matures in
December 2003 amid the uncertain outcome of federal
investigations and class action lawsuits against the company,"
said Standard & Poor's credit analyst Robert Lichtenstein.

"The ratings could be downgraded if the outcome of the
investigations and lawsuits are to the detriment of the company,
negatively impacting its ability to refinance its bank loan.
However, if the company is able to refinance its bank loan or
obtain cash from other sources, the ratings could be upgraded,"
added Mr. Lichtenstein.


REUNION IND.: Changes Shareholder Record Date to May 15
-------------------------------------------------------
Reunion Industries, Inc., has changed the date of record for
determining stockholders entitled to notice of, and to vote at,
the Company's 2003 Annual Meeting of Stockholders to
May 15, 2003 from April 15, 2003.  The meeting, previously
announced as being set for Thursday, June 26, 2003, to be held
at the Company's offices at 11 Stanwix Street, Pittsburgh,
Pennsylvania 15222, remains unchanged.

As previously reported, Reunion Industries, Inc.'s negative
working capital position of $52.4 million at September 30, 2002,
and the defaults of the Bank of America Financing and Security
Agreement and the 13% senior notes indicate that the Company may
not be able to continue as a going concern for a reasonable
period of time.


RFS HOTEL: S&P Keeping Watch on Low-B Credit and Debt Ratings
-------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB-' corporate
credit and 'B+' senior unsecured ratings for RFS Hotel Investors
Inc. on CreditWatch with developing implications. This action
follows the announcement that CNL Hospitality Properties, Inc.,
an unrated lodging REIT, has agreed to acquire RFS for
approximately $383 million in cash plus the assumption of
debt, for total consideration of approximately $687.6 million.
"The developing implications reflect the absence of information
on privately held CNL," said Standard & Poor's credit analyst
Stella Kapur.

Under the terms of the agreement, CNL plans to acquire all of
the outstanding common stock of RFS and outstanding partnership
units of RFS's operating partnershipfor $12.35 per share or unit
in cash at closing, which is expected early in the third quarter
of 2003. At closing, CNL will also assume all outstanding RFS
debt. RFS will cease to exist as a separate corporation. As a
result of the transaction, RFS's hotel portfolio will be owned
by CNL's subsidiary.

This transaction is not contingent upon CNL obtaining financing.
A significant portion of the purchase price will be financed on
a secured basis by an affiliate of Bank of America utilizing the
available secured debt capacity under the terms of RFS's 9.75%
senior notes due 2012. Additionally, the acquisition will
constitute a change of control, therefore CNL is required to
offer to repurchase the senior notes at 101% of principal value,
plus accrued and unpaid interest. Should the bonds be fully
redeemed, Standard & Poor's would withdraw its ratings on RFS
and remove them from CreditWatch.


SHELBOURNE PROPERTIES: Sells Indianapolis Joint Venture Property
----------------------------------------------------------------
Shelbourne Properties III, Inc. (Amex: HXF) announce that
Indiana Market, Ltd., a joint venture in which Shelbourne holds
a 50% interest, has consummated the sale of its shopping center
property located in Indianapolis, Indiana commonly referred to
as Indiana Market Place for a purchase price of $700,000.  After
closing costs and adjustments, net proceeds were approximately
$600,000, approximately $300,000 of which is allocable to
Shelbourne.

The Board of Directors and Shareholders of Shelbourne has
previously approved a plan of liquidation.  As a result of the
sale of Indiana Marketplace, the remaining properties owned by
Shelbourne are a shopping center located in Las Vegas, Nevada,
and a 70.34% interest in two industrial buildings in the
Columbus, Ohio area.

For additional information concerning the proposed liquidation
including information relating to the sale of Indiana Market
Place and the properties owned by Shelbourne please contact John
Driscoll at (617) 570-4609 and for information with respect to
the outstanding shares of the Shelbourne please contact Beverly
Bergman at (617) 570-4607.


SILICON GRAPHICS: Will Commence Exchange Offer for 11.75% Notes
---------------------------------------------------------------
Silicon Graphics Inc. is offering to exchange $1,000 principal
amount of its 11.75% Senior Notes Due 2009, referred to as the
New Notes, or $1,000 principal amount of its 6.50% Senior
Convertible Notes Due 2009, referred to as the New Convertible
Notes and, together with the New Notes, referred to as the 2009
Notes, for an equal principal amount of its 5.25% Senior
Convertible Notes Due 2004, referred to as the Old Notes, that
is properly tendered and accepted for exchange on the terms set
forth in the Company's prospectus.

Persons may choose to exchange their Old Notes entirely for New
Notes, entirely for New Convertible Notes or for any combination
thereof. If more than $120 million aggregate principal amount of
Old Notes are tendered for New Convertible Notes, the Company
will accept Old Notes for exchange on a prorated basis. Old
Notes not exchanged for New Convertible Notes because of
proration will be exchanged for New Notes.

The exchange offer is subject to important conditions, including
that at least 90% in principal amount of the Old Notes are
properly tendered by the expiration of the exchange offer.
Highfields Capital Management LP, which holds approximately $68
million principal amount of the Old Notes representing
approximately 29% of the total Old Notes outstanding, has agreed
to tender its Old Notes for New Notes.

The exchange offer will expire at midnight New York City time on
May 16, 2003, unless extended it. The Company will announce any
extensions by press release or other permitted means no later
than 9:00 a.m. on the day after expiration of the exchange
offer. Persons may withdraw any notes tendered until the
expiration of the exchange offer

At March 28, 2003, Silicon Graphics Inc.'s balance sheet shows a
total shareholders' equity deficit of about $142 million.


SI TECH: Reports Lower Sales Volume for October 2002 Quarter
------------------------------------------------------------
SI Technologies, Inc., operates in two reportable business
segment: (1) industrial measurement, and (2) industrial
automation. The Company's reportable segments are strategic
business units that offer different products. They are managed
separately based on the fundamental differences in their
operations.  Included in the industrial measurement segment are
industrial sensors and control products consisting of a wide
range of NTEP and OIML approved, EX, Factory Mutual and IP rated
load cells, transducers, translators and sensors. When matched
with microprocessor-controlled digital electronics, they measure
forces such as pressure, weight, mass and torque. Weighing
Systems' products constitute the combination of load cells and
microprocessor-controlled digital electronics that in
combination provide for an integrated system providing weight
data in both dynamic and static industrial weighing
applications.  The industrial automation segment consists of
load handling, moving and positioning equipment and systems for
applications in manufacturing, construction and other
environments in which heavy bulky materials are being
transported and positioned.

Reporting in thousands, the Company's net sales decreased by
8.2% to $7,836 for the quarter ended October 31, 2002 from
$8,536 for the same period in the prior fiscal year. The
industrial measurement product line declined 4% and the
industrial automation line declined 23%. The decrease in sales
is primarily attributable to continuation of the global
manufacturing recession's impact on capital equipment markets.

Although the Company has a lower sales volume noted above, gross
profit in the first quarter increased by 2% to $3,035 from
$2,978 when compared to the gross profit reported for the same
period in the prior fiscal year. Gross profit as a percentage of
sales was 39% in this year's first quarter, as compared to 35%
for the same period of the prior fiscal year. The gross profit
increase resulted from the benefits of the cost reductions and
outsourcing of manufacturing in the Company's industrial
measurement product line resulting in a 6% improvement in gross
margin. The industrial automation gross margin declined 2% due
to a change in mix to higher cost custom products.

Selling, General and Administrative Expenses increased 13% to
$2,135 in the quarter October 31, 2002 as compared to $1,893 for
the same period in the prior fiscal year. The S G & A expense
increase of $242 is the result the expansion of the Company's
marketing efforts including staff additions of $63, new
promotional programs of $48 and an increase in trade show and
publication exposure. Additional costs of $40 resulted from a
restructuring realignment of certain staff members from
manufacturing overhead positions to administrative functions as
a result of the change in the manufacturing function.

Research, Development and Engineering Expenses expenditures
decreased by 19% to $340 for the quarter ended October 31 2002,
as compared to $420 for the same period in the prior fiscal
year. In house engineering support of formerly outsourced
activities allowed the Company to reduce RD&E expense $35, and
reduction of other staff levels resulting in $37 of savings from
similar levels of the prior year.

Interest Expense for the three months ended October 31, 2002 was
$261 and $277. The decrease in interest expense was due to debt
reduction of $1,027 during the past twelve months.

Income tax expense for the three months ended October 31, 2002
and 2001 was $11 and $0 due to recognition of the deferred tax
asset.

At October 31, 2002 the Company's cash position was $301
compared to $238 at July 31, 2002. Cash available in excess of
that required for general corporate purposes is used to reduce
borrowings under the Company's line of credit. Working capital
improved to $1,140 at October 31, 2002 from $1,125 at July 31,
2002.  The Company's existing capital resources consist of cash
balances and funds available under its line of credit, which are
increased or decreased by cash provided by or used in operating
activities. Cash provided by operating activities for the three
months ended October 31, 2002 was $385 as compared with $414 for
the same period in the prior fiscal year. Cash provided by
operating activities consists of net income, primarily increased
or decreased by the collection of trade accounts receivable and
accounts payable. The Company's trade accounts receivable are
generally collectable within 60 days, while account payable are
settled in 56 days.

The Company's cash requirements consist of its general working
capital needs, capital expenditures, and obligations under its
leases and notes payable. Working capital requirements include
the salary costs of employees and related overhead and the
purchase of material and components. The Company anticipates
capital expenditures of approximately $200 in fiscal 2003 as
compared to $118 in fiscal 2002.


SPIEGEL INC: April 2003 Net Sales Tumble 31% to $115.6 Million
--------------------------------------------------------------
The Spiegel Group (Spiegel, Inc.) reported net sales of $115.6
million for the four weeks ended April 26, 2003, a 31 percent
decrease from net sales of $167.0 million for the four weeks
ended April 27, 2002.

For the 17 weeks ended April 26, 2003, net sales declined 25
percent to $529.2 million from $704.0 million in the same period
last year.

The company also reported that comparable-store sales for its
Eddie Bauer division decreased 16 percent for the four-week
period and 12 percent for the 17-week period ended April 26,
2003.

The Group's net sales from retail and outlet stores fell 16
percent compared to last year, reflecting a decline in
comparable-store sales and a reduction in the number of stores.
Net direct sales (catalog and e-commerce) decreased 42 percent
compared to last year, primarily due to lower customer demand
and a planned reduction in catalog circulation.

In addition, the company believes that direct sales and, to a
lesser extent store sales, have been adversely impacted by the
company's decision in early March to cease honoring the private-
label credit cards issued by First Consumers National Bank to
customers of its merchant companies (Eddie Bauer, Newport News
and Spiegel Catalog).

As previously disclosed, the company has selected Alliance Data
Systems to establish new private-label credit card programs for
the company's merchant divisions.  The new credit card programs
were launched May 3, 2003.

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


STARWOOD HOTELS: Selling $300 Million of Convertible Sr. Notes
--------------------------------------------------------------
Starwood Hotels & Resorts Worldwide, Inc., (NYSE: HOT) has
agreed to sell $300 million aggregate principal amount of
convertible senior notes due 2023 (plus an option to the initial
purchasers to acquire up to an additional $60 million principal
amount of the notes) in a private placement transaction. The
notes will be convertible into shares of Starwood's stock at a
conversion price of $50.00 per share, which represents a 83.96 %
premium on the closing price of Starwood's stock on Thursday,
May 8 of $27.18. The notes will bear interest at 3.50 % per
annum.

The Company may not redeem the notes prior to May 23, 2006, but
may at the option of the holders be required to purchase the
notes on May 16 of each of 2006, 2008, 2013, 2018. So long as
Starwood's closing price exceeds 120% of the conversion price,
the notes will be convertible into 7.2 million shares assuming
the initial purchasers' option is exercised. Upon redemption,
repurchase or maturity, Starwood may choose to pay the purchase
price in cash, Starwood shares or any combination thereof at the
Company's option. The offering is scheduled to close on May 16,
2003.

Starwood expects to use the net proceeds from the offering to
repay indebtedness under its existing revolving credit facility
and for general corporate purposes.

Starwood Hotels & Resorts Worldwide, Inc. is one of the leading
hotel and leisure companies in the world with more than 750
properties in more than 80 countries and 105,000 employees at
its owned and managed properties. With internationally renowned
brands, Starwood is a fully integrated owner, operator and
franchiser of hotels and resorts including: St. Regis(R), The
Luxury Collection(R), Sheraton(R), Westin(R), Four Points(R) by
Sheraton, W(R) brands, as well as Starwood Vacation Ownership,
Inc., one of the premier developers and operators of high
quality vacation interval ownership resorts. For more
information, visit the Company's Web site at
http://www.starwood.com

As reported in Troubled Company Reporter's March 8, 2003
edition, Standard & Poor's Ratings Services lowered its ratings
for Starwood Hotels & Resorts Worldwide Inc., including its
corporate credit rating to 'BB+' from 'BBB-'.

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

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


SWIFT & CO.: Reports Improved Performance for Third Quarter
-----------------------------------------------------------
Swift & Company reported its third quarter financial results
which include net sales in the 13 weeks ended February 23, 2003,
of $ 2.024 billion and net income of $ 3.5 million.  The Company
also reported its year-to-date earnings for the 158 days ended
February 23, 2003, which include net sales of $ 3.556 billion
and net income of $ 20.8 million.  The Company also reported
that year-to-date pro forma EBITDA for the 39 weeks ended Feb.
23, 2003, was up 6.8 percent over the same period a year ago
despite a slight drop-off in sales.  EBITDA performance in the
third quarter jumped 11.7 percent over the prior year, spurred
by a 10.7 percent increase in net sales.

The company's year-to-date pro forma EBITDA for the first three
quarters of the current fiscal year, which ends May 25, 2003,
was $182.2 million versus $170.6 million on a predecessor entity
basis for the same period in the prior year.  In the third
quarter, which is traditionally a slower quarter for sales,
EBITDA increased $4.6 million from $39.4 million last year to
$44.0 million.

Pro forma net sales for the first 39 weeks of the current fiscal
year were $6.197 billion versus $6.329 billion in the
corresponding 2002 period on a predecessor company basis -- a
decline of 2.1 percent.  However, net sales in the third quarter
grew to $2.024 billion compared to $1.824 billion a year ago
on a predecessor entity basis based on stronger volume and
overall price increases driven by higher cattle prices, which
resulted in higher beef cutout values.

                   Senior Debt Reduced

Senior debt, which was $270 million at Sept. 19, 2002, the date
on which the transaction creating Swift & Company was completed,
was paid down to $199.5 million in the third quarter with cash
flow from operations.

Capital spending has totaled $32.6 million for the year to date,
with full-year spending projected in the range of $55 million to
$60 million, including $7 million for stand-alone, one-time
transition costs related to information systems.  Major growth
capital committed for FY04 includes expansion projects at
Worthington, Minnesota; Iowa; Hyrum, Utah; Greeley, Colo., and
Dinsmore, Australia.  Each of these projects meets the company's
criteria for a two-year or faster payback for growth capital.

"Our business model has continued to perform well this fiscal
year and our financial performance is in line with our
expectations," said John Simons, president and CEO of Swift &
Company.  "We are continuing to focus on the business model we
publicly described last fall -- one of a non-vertically
integrated, diversified protein processing business that
operates in all U.S. distribution channels and has a significant
focus on the international and foodservice market segments.
Additionally, our industry-leading Australian beef business
provides us with global diversification and a strong platform
for continued growth in the Pacific Rim marketplace."

     Sales Up for Value-Added, Consumer-Ready Products

"We are continuing to focus on growing volume in specific
products and channels," Simons continued.  "I am pleased to
report a last-twelve-months (LTM) increase of 27.1 percent in
value-added products.  Equally important is a 32.8 percent
increase in consumer-ready products, such as pork tenderloins
and seasoned marinated pork."

In the international channel, Simons reported a 6.8 percent
volume increase on an LTM basis, driven by growth in Korea,
Mexico and Japan.

The company also reported the successful integration of the
foodservice sales force from ConAgra's Signature Meats into
Swift & Company, giving the company a fully integrated sales
force across all channels in the red meat category.  At the same
time, LTM volume in food service rose 1.5 percent.

Simons also stated that Swift & Company continues to take a
leadership role in food safety.  "Last summer, Swift & Company
was the first major processor to implement testing for E. coli
0157:H7 on 100 percent of lots of beef trimmings used to make
ground beef," he said.  "And Swift was the first major processor
to implement a 'test and hold' protocol so product is kept
under the company's control until it is cleared for shipment.
We also introduced irradiated beef products at the retail level
to provide customers additional choice, and we continue to make
physical improvements to our meat processing plants that are
designed to enhance both food and employee safety."

Swift & Company is proceeding on plan with its migration from
ConAgra systems to its own in-house back office systems.  "We
expect to be off of ConAgra systems by the Sept. 19 anniversary
date of the transaction," Simons said.

"It has been eight months since we began as Swift & Company,"
Simons said. "In that short time frame, we have successfully
established our processes as a stand-alone company, repaid in
excess of $70 million of senior debt, and reorganized our
domestic business into a North American red meats company.  We
are on track to meet our internal plans for year one, and we
continue to focus on growing our business in support of our
diversified business model."

As reported in Troubled Company Reporter's March 20, 2003
edition, Standard & Poor's Ratings Services assigned its 'B'
rating to beef and pork processor Swift & Co.'s $150 million
senior subordinated notes due 2010, issued under Rule 144A with
registration rights.

At the same time, Standard & Poor's affirmed its 'BB-' corporate
credit, 'BB' senior secured bank loan, and 'B+' senior unsecured
debt ratings on Swift.


TENNECO AUTOMOTIVE: Neal Yanos Promoted to SVP and Gen. Manager
---------------------------------------------------------------
Tenneco Automotive (NYSE: TEN) announced that Neal Yanos has
been promoted to senior vice president and general manager,
responsible for both the company's North American original
equipment ride control and North American aftermarket
businesses.  The promotion is effective immediately.

Since December 2000, Mr. Yanos has been responsible for the
company's North American original equipment ride control
business unit, which serves major light vehicle and heavy duty
vehicle manufacturers in North America with ride control
products and systems.  Since taking charge of the business unit,
Yanos and his team have restored profitability to the shock
product line business and have grown the elastomers' product
line book of business.  The business unit also improved its
position in the heavy duty and specialty markets during the past
two years.

"Neal Yanos has done an outstanding job in turning around our
North American original equipment ride control business and I am
looking forward to his disciplined leadership in meeting the
many challenges of the North American aftermarket," said Mark P.
Frissora, chairman and CEO, Tenneco Automotive.  "We intend to
capitalize on engineering and manufacturing synergies between
the OE and aftermarket businesses and continue to leverage our
technology advances between the two groups."

"Bringing these two business units under one general manager
will help bring a more integrated approach to solutions for our
ride control customers while at the same time, strengthening our
strategies for growth in the exhaust aftermarket through a more
product-focused structure," said Frissora.

Mr. Yanos joined Tenneco Automotive in 1988 and has held a broad
range of management assignments supporting both the Aftermarket
and OE businesses, including product engineering, manufacturing,
marketing, strategic planning and finance. Prior to being named
vice president of the company's North American original
equipment ride control business unit in late 2000, Yanos was
director of the North American original equipment General Motors
and VW business.

Mr. Yanos holds a bachelor's degree in engineering from Purdue
University and a master's degree in business from the University
of Toledo.

Neal Yanos is on the company's senior management team and will
continue to report to Chairman and CEO Mark Frissora.  He will
remain located at the company's North America original equipment
headquarters in Monroe, Michigan.

Tenneco Automotive, whose December 31, 2002 balance sheet shows
a total shareholders' equity deficit of about $94 million, is a
$3.5 billion manufacturing company headquartered in Lake Forest,
Ill., with 19,600 employees worldwide.  Tenneco Automotive is
one of the world's largest producers and marketers of ride
control and exhaust systems and products, which are sold under
the Monroe(R) and Walker(R) global brand names.  Among its
products are Sensa-Trac(R) and Monroe(R) Reflex(TM) shocks and
struts, Rancho(R) shock absorbers, Walker(R) Quiet-Flow(TM)
mufflers and Dynomax(TM) performance exhaust products, and
Monroe(R) Clevite(TM) vibration control components.


TENNECO AUTOMOTIVE: Will Webcast Shareholders' Meeting Tomorrow
---------------------------------------------------------------
Tenneco Automotive (NYSE: TEN), a global supplier of automotive
parts, will hold its annual meeting of stockholders tomorrow at
10:00 a.m. CT at its corporate headquarters in Lake Forest, IL.
Holders of common stock of record at the close of business on
March 21, 2003, will be entitled to vote at the meeting or by
proxy on the items of business as set forth in the proxy
statement dated April 3, 2003.

In addition to the formal business matters, Mark P. Frissora,
Tenneco Automotive's chairman and chief executive officer, will
review financial results and achievements for the year ended
December 31, 2002, and the first quarter of 2003. He will also
address the company's strategic priorities for the remainder of
2003.

To access Tenneco Automotive's listen-only annual meeting
webcast, go to the financial page of the company's website at
http://www.tenneco-automotive.comat least 15 minutes prior to
the event to register and download any necessary software.  The
webcast will include an audio transmission of the proceedings,
as well as slides used in the speaker presentation.  Voting will
not be available electronically through the webcast.

Tenneco Automotive is a $3.5 billion manufacturing company with
headquarters in Lake Forest, Illinois and approximately 19,000
employees worldwide.  Tenneco Automotive is one of the world's
largest producers and marketers of ride control and exhaust
systems and products, which are sold under the Monroe(R) and
Walker(R) global brand names.  Among its products are Sensa-
Trac(R) and Monroe(R) Reflex(TM) shocks and struts, Rancho(R)
shock absorbers, Walker(R) Quiet-Flow(TM) mufflers and
DynoMax(R) performance exhaust products, and Monroe(R)
Clevite(TM) vibration control components.


UNITED AIRLINES: Court Okays Omnibus Pact with Cendant Affiliate
----------------------------------------------------------------
UAL Loyalty Services, a debtor-in-possession, asks Judge Wedoff
for authority to enter into an omnibus agreement with Neat
Acquisition Corporation, a wholly owned subsidiary of Cendant
Travel Inc.

In February 2001, ULS purchased 3,000,000 shares of Neat for
$3,000,000.  Neat and ULS entered into a distribution agreement
where Neat granted ULS a license to use its proprietary
technology.

In October 2001, Neat Research Ltd., an Israeli company, sold to
ULS senior secured convertible notes for $3,000,000.  The Notes
were secured by Neat's cash and equivalents, tangible property,
accounts, inventory, intangibles, intellectual property,
instruments and chattel paper.  Simultaneously, Neat deposited
certain of its proprietary technology into escrow with DSI
Technology Escrow Services.

In November 2002, Neat sold $1,000,000 worth of unsecured notes
with a warrant purchase agreement to investors.  ULS holds about
$308,000 of this total.

Neat Acquisition Corp. has agreed to purchase all of Neat's
assets.  This purchase contemplates the assignment of the
Distribution Agreement from Neat to NAC.  However, the Purchase
Agreement is conditioned upon modification of the Distribution
Agreement under which ULS must consent to the contemplated
transactions.  ULS is scheduled to receive its pro rata share of
the sale proceeds on account of the Notes it holds and NAC will
assume the Distribution Agreement.

James H.M. Sprayregen, Esq., at Kirkland & Ellis, tells Judge
Wedoff that the transactions are in the Debtors' best interests
because:

    -- the Debtors will be performing under a contract with NAC,
       an affiliate of Cendant, which is more financially sound
       that Neat;

    -- the favorable Distribution Agreement is to be extended
       for two years; and

    -- the Debtors will receive several payments representing
       their pro rata share of the Notes.

Accordingly, Judge Wedoff grants the Debtors' request. (United
Airlines Bankruptcy News, Issue No. 17; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


U.S. INDUSTRIES: Sells Swimming Pool Businesses to Polyair
----------------------------------------------------------
U.S. Industries, Inc. (NYSE:USI), a leading manufacturer of bath
and plumbing products -- led by the JACUZZI(R) and ZURN(R) brand
names, and premium RAINBOW(R) vacuum cleaner systems -- has
completed the previously announced sale of its non-core swimming
pool and pool equipment businesses to Polyair Inter Pack Inc.
(TSE/AMEX:PPK) of Toronto, Canada.

Total consideration for the sale was U.S. $41.2 million (subject
to post-closing adjustments), comprised of U.S. $30 million
cash, a short-term promissory note and a six-year, 6% note
convertible into 598,802 shares of Polyair stock at a price per
share of U.S. $8.35. Net cash proceeds of approximately $20
million, after transaction costs and payment of retained
liabilities, will be used to reduce USI's corporate debt.

U.S. Industries owns several major businesses selling branded
bath and plumbing products, along with its consumer vacuum
cleaner company. The Company's principal brands include
JACUZZI(R), ZURN(R), SUNDANCE(R) Spas, ELJER(R), and RAINBOW(R)
Vacuum Cleaners. Learn more at http://www.usindustries.com

As reported in Troubled Company Reporter's February 18, 2003
edition, Fitch Ratings assigned 'B' ratings to U.S. Industries,
Inc.'s 11.25% senior secured notes and its senior secured bank
facilities and upgraded the rating on USI's 7.25% senior secured
notes to 'B' from 'B-' and removed it from Rating Watch
Negative. Fitch Ratings has also assigned an indicative senior
unsecured rating of 'B-' to USI. The Rating Outlook is Stable.
In addition, Fitch's 'D' rating on USI's 7.125% senior secured
notes was withdrawn. The rating actions affect approximately
$580 million of debt.

The 'B' ratings recognized USI's leading brands in its bath and
plumbing segment, the strong operating results of the Rexair
segment and the company's early success at turning around the
Jacuzzi operations. The ratings also considered USI's
sensitivity to changes in levels of consumer spending and
construction activity. The Rating Watch Negative was based on
the execution risk related to the debt restructuring and is
removed as USI has successfully restructured its debt, reducing
outstanding balances and extending the maturities by several
years.


WARNACO GROUP: Seeks Court Nod for Prologis Dispute Stipulation
---------------------------------------------------------------
Debtor Calvin Klein Jeanswear Company, a debtor-affiliate of The
Warnaco Group, Inc., is a subsidiary of Designer Holdings Ltd.
CK Jeans and Floor Ready Apparel Company, LLC, are parties to a
distribution agreement dated January 6, 2002, which is set to
expire in January 2004.  Under the Distribution Agreement, Floor
provided CK Jeans with merchandise processing and distribution
services, including facilities, material handling equipment,
labor, security, management and operating supplies.

Floor is a party to a lease dated November 18, 1996 with
ProLogis, as landlord, good for 10 years.  Under the terms of
the Lease, Floor leased about 500,000 square feet of space
located at 1000 New Country Road in Secaucus, New Jersey for the
purposes of receiving, storing, shipping, selling and
distributing CK Jeans' Project.  The current monthly rental
obligation under the Lease is $207,583, and $56,234 in monthly
operating expenses.

Designer guaranteed Floor's lease obligations under a Lease
Guaranty dated November 12, 1996.  On June 7, 2002, ProLogis
filed Claim No. 2164, asserting a contingent and unliquidated
unsecured claim against Designer.  The Debtors objected to the
Claim.  ProLogis asked the Court for a hearing to estimate the
Proof of Claim pursuant to Section 502(c) of the Bankruptcy Code
to reflect the appropriate amount of damages that ProLogis may
suffer in connection with Floor's potential future default under
the Lease and Designer's obligation under the Guaranty.

After significant arm's-length negotiations between the Parties,
they agreed to resolve the dispute amicably to avoid the costs
and risks of a protracted litigation.  In a Court-approved
Stipulation, the Parties agree that:

A. ProLogis' Proof of Claim will be allowed as a non-priority
    general unsecured claim for $2,500,000 and will be
    classified and will receive the treatment set forth in Class
    5 under the Plan.  ProLogis will be entitled to participate
    in the first distribution of stock to unsecured creditors
    under the Plan; and

B. ProLogis fully, finally and forever releases and discharges
    the Debtors of and from any further claims, obligations and
    liabilities arising from the Proof of Claim, the Lease and
    the Guaranty.  Notwithstanding, nothing in this Stipulation
    will operate to release Floor from its obligations under the
    Lease. (Warnaco Bankruptcy News, Issue No. 49; Bankruptcy
    Creditors' Service, Inc., 609/392-0900)


WHEREHOUSE: Committee Looks to Ernst & Young for Fin'l Advice
-------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in
Wherehouse Entertainment, Inc.'s chapter 11 cases, sought and
obtained approval from the U.S. Bankruptcy Court for the
District of Delaware to retain and employ Ernst & Young
Corporate Finance LLC as its Financial Advisors.

Ernst & Young is expected to:

     a) analyze the current financial position of the Debtors;

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

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

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

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

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

     g) render testimony in connection with its services; and

     h) provide such other services, as requested by the
        Committee and agreed by EYCF.

Ernst & Young's current hourly rates for work of this nature
are:

          Managing Directors         $575 - $595 per hour
          Directors                  $475 - $545 per hour
          Vice Presidents            $375 - $440 per hour
          Associates                 $320 - $340 per hour
          Analysts                   $275 per hour
          Client Service Associates  $140 per hour

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.


WILD OATS: Elects Anne-Marie Stephens to Board of Directors
-----------------------------------------------------------
Wild Oats Markets, Inc. (Nasdaq: OATS), a leading national
natural and organic foods retailer, announced Ann-Marie Stephens
has been elected to serve on the Company's Board of Directors.
Ms. Stephens brings more than 20 years of business management
experience with leading consumer products and retail
corporations to further add depth to the Wild Oats Markets Board
of Directors.

Ms. Stephens currently serves as Senior Vice President, Strategy
and Business Development at Circuit City Stores, Inc. (NYSE: CC)
where she is responsible for revitalizing the company's strategy
and direction for sustainable business results.  She is an
integral member of an executive team that directs the company's
strategic planning initiatives.  Shortly after joining the
company, Ms. Stephens led the effort to revitalize the Circuit
City logo and brand to reflect a more contemporary, relevant and
approachable retailer to the company's target consumers.  She
has also managed the company's Construction, Real Estate,
Maintenance, Store Design, Visual Merchandising and Store
Innovation functions.

Prior to joining Circuit City in 1999, Ms. Stephens was Vice
President of Marketing for the Frito-Lay Company where she
directed the company's snack food marketing initiatives and led
the development of several successful product launches and
minority marketing programs.  She also directed new product
development and product research functions at Frito Lay.
Ms. Stephens started her career at the Procter & Gamble Company,
where she served in a variety of roles, including product
development, market research and organizational development.

Ms. Stephens received her Master of Business Administration
degree in Finance and Entrepreneurial Management from the
Wharton School of Business at the University of Pennsylvania and
her Bachelor of Engineering Degree in Chemical Engineering from
the City College of New York.  She was honored by Dollars &
Sense Magazine in its 1994 "Tribute to America's Best &
Brightest Business and Professional Men and Women," and received
the 1997 Jim O'Neal Award for "Minority & Women Business
Development."

"We believe we have built a strong Board of Directors that
brings a breadth of retail, consumer and natural products,
financial, and nutritional experience to oversee the direction
of Wild Oats," said John Shields, Chairman of the Board of Wild
Oats Markets.  "Ms. Stephens helps to round out the strength of
our Board with her deep marketing expertise and her background
in research and development for leading food and consumer
products companies."

John Shields continues to serve as the Chairman of the Wild Oats
Markets Board of Directors.  Other Board members include: David
Chamberlain, Chief Executive Officer and Chairman of the Stride
Rite Corporation; Dr. Stacey Bell, Vice President of Medical
Research and Education at Sears Labs; Brian Devine, Chairman,
President and Chief Executive Officer of Petco Animal Supplies,
Inc.; David Gallitano, President and Chief Executive Officer of
APW, Ltd.; James McElwee, General Partner of Weston Presidio
Capital; Mark Retzloff, Chief Executive Officer and Chairman of
the Board of Rudi's Organic Bakery and co-founder of Horizon
Organic Dairy; and Perry Odak, President and Chief Executive
Officer of Wild Oats Markets, Inc.

Wild Oats Markets, Inc., whose December 28, 2002 balance sheet
shows a working capital deficit of close to $30 million, is a
nationwide chain of natural and organic food markets in the U.S.
and Canada.  With annual sales of nearly $920 million, the
Company currently operates 101 stores in 25 states and British
Columbia.  The Company's natural food stores include Wild Oats
Natural Marketplace, Henry's Marketplace, Nature's -- a Wild
Oats Market, Sun Harvest and Capers Community Markets.  For more
information, please visit the Company's Web site at
http://www.wildoats.com


WORLDCOM INC: Seeking Approval for Global Crossing Settlement
-------------------------------------------------------------
Worldcom Inc. and its debtor-affiliates seek the Court's
authority pursuant to Section 363(b) of the Bankruptcy Code and
Rule 9019 of the Federal Rules of Bankruptcy Procedure to:

    (a) compromise claims asserted against certain Global
        Crossing Entities;

    (b) enter into a settlement agreement with the Global
        Crossing Entities; and

    (c) enter into a new Digital Services Agreement and a new
        Telecommunications Services Agreement for certain
        Services provided currently to the Global Crossing
        Entities by WorldCom.

Timothy W. Walsh, Esq., at Piper Rudnick LLP, in New York,
informs the Court that WorldCom and its affiliates and certain
Global Crossing Entities are parties presently to various
agreements relating to the purchase and sale of
telecommunications services, most notably, the Wholesale
Services/Emerging Markets Digital Services Agreements and a
Telecommunication Services Agreement.  The Global Crossing
Entities are substantial wholesale customers of WorldCom,
accounting for annual revenue over $100,000,000.

WorldCom asserted prepetition claims for services rendered,
including under the Existing Contracts, of over $27,500,000.
The Global Crossing Entities disputed over $9,500,000 of the
WorldCom claim and asserted certain defenses and set-off rights.

Since the Petition Date, Mr. Walsh relates that the Global
Crossing Entities have continued to utilize WorldCom services in
the conduct of their postpetition operations.  WorldCom and the
Global Crossing Entities have had certain disputes concerning
the amounts that are due and owing for postpetition services
rendered to the Global Crossing Entities.  In connection with
its Plan, the Global Crossing Entities proposed a $5,600,000
cure payment to WorldCom for assumption of the Existing
Contracts and a distribution on account of all prepetition
claims. After the Global Crossing Entities made their proposal
to resolve prepetition claims, Mr. Walsh reports that the
parties engaged in a protracted and complex claim reconciliation
process and negotiation.  Ultimately, WorldCom and the Global
Crossing Entities were able to reach a settlement of all open
issues, by a written agreement, dated March 28, 2003, relating
to resolution of WorldCom's prepetition claims, and by a
Memorandum of Understanding, also dated March 28, 2003, relating
to a resolution of postpetition billing disputes.  Viewed
together, these agreements evidence a comprehensive resolution
of:

    (a) all prepetition claims asserted by WorldCom against the
        Global Crossing Entities; and

    (b) all postpetition billing disputes relating to
        telecommunications services provided to the Global
        Crossing Entities after the Petition Date through the
        February 10, 2003 billing cycle.

The Memorandum of Understanding also provides for the execution
of a new Digital Services Agreement and a new Telecommunications
Services Agreement, each with a two-year term, commencing as of
April 1, 2003 and a substantial annual minimum revenue
commitment.  These agreements enable the parties to avoid the
expense, inconvenience and uncertainty of complex, "paper
intensive" claims litigation, and establish the framework for a
substantial forward business relationship on terms favorable to
WorldCom.

By this motion, WorldCom asks the Court to approve the
Settlement Agreement and the Memorandum of Understanding.

Mr. Walsh contends that the approval of the Settlement Agreement
is important and beneficial to the WorldCom bankruptcy estate.
Under the terms of the Settlement Agreement, the Global Crossing
Entities agree to assume the Existing Contracts, and pay
$9,100,000 as an agreed cure amount and settlement of all
prepetition claims asserted by WorldCom.  This settlement amount
will be paid through:

    (a) a $2,275,000 initial payment within five business days
        of the effective date of the Global Crossing Entities'
        Plan; and

    (b) the balance payable in 12 equal and consecutive monthly
        installments commencing on the first day of the month
        immediately following the month in which the effective
        date of the Plan occurs.

The Settlement Agreement also provides for accelerated invoice
payment terms for a 12-month period following the effective date
of the Global Crossing Entities' Plan.  Moreover, WorldCom
receives a broad release from the Global Crossing Entities of
all claims against it through the date of the Settlement
Agreement. The Settlement Agreement will result in significant
cost savings in terms of legal fees and related expenses, and
will remove the uncertainty associated with the numerous pending
claim and billing disputes.  WorldCom and the Global Crossing
Entities believe that the resolution of these disputes will
allow the parties to move forward with their business
relationship.

Mr. Walsh asserts that the Settlement Agreement is fair and
equitable and falls well within the range of reasonableness.  In
the event the Existing Contracts were rejected by the Global
Crossing Entities, WorldCom would be entitled to a recovery of
less than 5% of its prepetition claim and it would have lost a
substantial wholesale customer on a going forward basis.  Also,
the Settlement Agreement avoids potential litigation between
WorldCom and a substantial wholesale customer concerning the
cure amount required under Section 365 of the Bankruptcy Code
prior to the assumption of the existing Wholesale
Services/Emerging Markets Digital Services Agreements and the
existing Telecommunications Services Agreement.  This litigation
would be complex, costly and protracted.  Mr. Walsh believes
that the recovery embodied in the Settlement Agreement compares
favorably with the settlements achieved by other major access
providers with the Global Crossing Entities.  Indeed, according
to WorldCom's calculations, it represents a 33% recovery of
WorldCom's gross prepetition claim, and 85% of WorldCom's claim
adjusted for dispute items and net of carrier access billings.
Moreover, the Settlement Agreement is instrumental to securing
new contracts with the Global Crossing Entities rather than
having the Global Crossing Entities migrate business to another
carrier after expiration of the Existing Contracts later this
year.  Under the Settlement Agreement, WorldCom and the Global
Crossing Entities agree to release any and all claims against
each other arising prior to the Petition Date.  This release
dispels the threat of potential litigation and facilitates
resumption of a positive business relationship.

Mr. Walsh states that the Memorandum of Understanding evidences
a negotiated compromise of substantial billing disputes related
to invoices issued after the Petition Date, as well as an
agreement to enter into a new Digital Services Agreement and a
new Telecommunications Services Agreement, each with an
effective date of March 28, 2003, and substantial minimum
revenue commitments.  Moreover, the Global Crossing Entities
have agreed to shift certain access services and traffic to
WorldCom in exchange for certain credit related to early
termination liability for circuits and trunks no longer in use.
This arrangement presents a substantial opportunity for
incremental revenue.  Subject to receipt of payment of the
$3,500,000 compromise amount and court approval of the
Memorandum of Understanding, WorldCom will issue credits in an
amount sufficient to reach a "zero balance" for all billings
through the February 10, 2003 billing cycle, effectively
resolving all billing disputes with the Global Crossing Entities
through this date.

WorldCom submits that the New DSA/TSA Agreements constitute
ordinary course business transactions that do not require
Bankruptcy Court approval or authorization.  Nevertheless,
because these contract transactions are tied to the settlement
and compromise of disputed claims against another debtor, out of
an abundance of caution, WorldCom seeks Court authorization to
enter into the New DSA/TSA Agreements.

Mr. Walsh insists that the New DSA/TSA Agreements represent an
exercise of the Debtors' sound business judgment.  These
Agreements provide significant benefits to WorldCom and its
estate, as it will allow WorldCom to continue to sell
substantial services to the Global Crossing Entities and retain
a significant and profitable revenue stream.

Under the terms of the Memorandum of Understanding, Mr. Walsh
notes that the Global Crossing Entities have agreed to pay
$3,500,000 to resolve billing disputes arising from invoices
issued by WorldCom since the Petition Date through the
February 10, 2003 billing cycle totaling $9,600,000, and the
adjusted amount, after taking into account certain potentially
valid dispute items, of $5,800,000.  Thus, according to
WorldCom's calculations, the payment under the Memorandum of
Understanding represents a recovery of 60% of the adjusted
amount.  As is the case with the claims resolved through the
Settlement Agreement, a negotiated resolution will enable
WorldCom to avoid protracted, expensive and "paper-intensive"
claims litigation.  The claim compromise evidenced by the
Memorandum of Understanding satisfies the applicable standards
for approving compromise under Bankruptcy Rule 9019,
particularly when it is evaluated as a component of a
comprehensive resolution of issues and disputes with a major
wholesale customer.  The claim compromise embodied in the
Memorandum of Understanding is a necessary precondition for the
New DSA/TSA Agreements; and it too represents an exercise of
sound business judgment that is in the best interests of
WorldCom's bankruptcy estate and creditors. (Worldcom Bankruptcy
News, Issue No. 27; Bankruptcy Creditors' Service, Inc.,
609/392-0900)


WORLD HEART CORP: March 31 Balance Sheet Upside-Down by $51 Mil.
----------------------------------------------------------------
World Heart Corporation  (OTCBB: WHRTF, TSX: WHT) released its
unaudited consolidated financial results for the quarter ended
March 31, 2003, and commented on the progress of both its
HeartSaverVAD(TM) (ventricular assist device) and Novacor(R)
LVAS (left ventricular assist system).

In the first quarter of 2003, the Corporation reported record
revenues from operations of $3,149,491, compared with $2,619,084
for the same quarter last year, which represents an increase of
20%. Gross margin was $560,900 for the quarter, compared with a
gross margin of $39,092 in the first quarter of 2002. Net loss
for the quarter was down 35% to $8,576,472, or $0.42 per share,
compared with a net loss of $13,148,925, or $0.77 per share for
the same period in the previous year. The net loss for this
quarter included a one-time charge of $1,670,000, reflecting a
reserve recorded against previously accrued Ontario Business
Research Institute tax credits. Excluding this non-recurring
charge, net loss for the quarter was reduced by $6,247,453,
representing an improvement from the same quarter last year of
48%, to $6,906,472, or $0.33 per share.

Research and development expenses for the quarter were
$6,811,284, compared with $7,377,304 for the same period last
year. The OBRI tax credit charge was included in R&D expenses.
Before the one-time charge, these expenses were $5,141,284 for
the quarter. In the first quarter a year ago, gross R&D expenses
were $8,816,666, which included a reduction for contributions
from Technology Partners Canada in the amount of $1,439,362,
bringing net R&D expense a year ago to $7,377,304. Ongoing R&D
expenses, prior to government credits or funding, declined by
42% from the same period last year. Total cash applied to
operations during the period was $9,862,654, including
approximately $3 million applied to reduce accounts payable
balances outstanding. Total cash applied to operations during
the period, excluding the reduction in payables, was
approximately $7 million. For the same quarter in 2002,
$9,378,548 was applied to operations.

Cash totaled $198,964 at March 31, 2003, compared with $248,181
at December 31, 2002.

As previously announced, the Corporation received approximately
$1.6 million after the quarter-end from a private placement of
common shares. The Corporation expects to increase its financial
resources during the second quarter of 2003.

During the quarter, sales of the Novacor LVAS outside of the
United States increased significantly to 26 units from 16 in the
previous quarter, and 17 in the first quarter of last year.
Continued positive clinical results in Europe and Canada from
implants utilizing the ePTFE inflow conduit contributed to that
growth. In the United States, the ePTFE inflow conduit received
Food and Drug Administration approval in late January and the
positive impact of that approval is expected to be felt
beginning in the second quarter.

The final step to permit the commercial sale of Novacor LVAS in
Japan was achieved in the first quarter with the issuance of an
import license. Three systems were sold to Japan in the quarter.
Significant sales depend upon approval for reimbursement under
the national health care program, which is scheduled for April
2004.

Another record for patient support was set by Novacor LVAS
during the quarter, with Mr. Giordano Luppi celebrating his
fifth anniversary of life with Novacor LVAS. Mr. Luppi continues
to be active in the operation of his restaurant business, with
his family and his personal interests. His original device was
replaced in a scheduled procedure more than four years after the
initial implant.

As previously announced, WorldHeart is preparing additional
information and analyses in response to a letter from the FDA in
the course of the continuing review of the Premarket Approval
(PMA) Supplement filed by the FDA on November 22, 2002,
requesting Destination Therapy approval for Novacor LVAS.
Discussions are continuing with the FDA.

The next generation, HeartSaverVAD, continued to progress toward
initial in vivo tests in the third and fourth quarter of this
year. The fully pulsatile device will be one half the size of
the Novacor LVAS and the absence of bearings is expected to
contribute to device durability exceeding the industry leading
performance of the Novacor LVAS. Clinical trials of
HeartSaverVAD are expected to commence in 2005.

World Heart Corporation, a medical device company based in
Ottawa, Ontario and Oakland, California, is currently focused on
the development and commercialization of pulsatile ventricular
assist systems. Its Novacor LVAS is already well established in
the marketplace and its next generation technology,
HeartSaverVAD, is a fully implantable assist device intended for
long-term support of patients with heart failure.


XOMA LTD: Will Publish First Quarter 2003 Results on Thursday
-------------------------------------------------------------
XOMA Ltd. (Nasdaq:XOMA) will announce its first quarter 2003
financial results Thursday, May 15, 2003. The announcement will
be followed by a live webcast at 4:00 p.m. Eastern (1:00 p.m.
Pacific) by XOMA management discussing the financials and other
business milestones.

The webcast can be accessed via XOMA's Web site at
http://www.xoma.comand will be archived and available for
replay until close of business on May 22, 2003. To obtain phone
access to the live audiocast, dial 1-877-356-2902 (U.S./Canada)
and 1-706-643-3700 (International); Conference ID number 32246.
An audio replay will be available beginning three hours
following the conclusion of the webcast through 12 a.m. Eastern
(9:00 p.m. Pacific) on May 22-23, 2003. Access numbers for the
replay are 1-800-642-1687 (U.S./Canada) or 1-706-645-9291
(International); Conference I.D. number is 32246.

XOMA, whose December 31, 2002 balance sheet shows a total
shareholders' equity deficit of about $11 million, develops and
manufactures antibody and other protein-based biopharmaceuticals
for disease targets that include cancer, immunological and
inflammatory disorders, and infectious diseases. XOMA's programs
include collaborations: with Genentech, Inc. on the Raptiva(TM)
antibody for psoriasis (BLA submission), rheumatoid arthritis
(Phase II), psoriatic arthritis (Phase II) and other
indications; with Baxter Healthcare Corporation to develop
NEUPREX(R) (rBPI-21) for Crohn's disease (Phase II) and other
indications; with Millennium Pharmaceuticals, Inc. on two
biotherapeutic agents, CAB-2 and MLN01, for certain
cardiovascular inflammation indications (preclinical); and with
Onyx Pharmaceuticals, Inc. on its ONYX-015 product for various
cancers (current activities suspended, pending partnership
discussions). Earlier-stage development programs focus on
antibodies and BPI-derived compounds developed at XOMA for the
treatment of cancer, retinopathies, and acne.

For more information about XOMA's pipeline and activities, visit
XOMA's Web site at http://www.xoma.com/


ZI CORP: Eliminates $3.3 Million Secured Credit Facility
--------------------------------------------------------
Zi Corporation (Nasdaq: ZICA) (TSX: ZIC), a leading provider of
intelligent interface solutions, has paid and discharged its
US$3.3 million secured credit facility due May 7, 2003. Zi has
entered into a new secured short term credit facility in the
amount of US$1.94 million which is due and repayable by June 30,
2003.

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

Zi Corporation's December 31, 2002 balance sheet shows a working
capital deficit of about $2 million, while total shareholders'
equity has dwindled to about $5 million from about $44 million
as recorded a year ago.

               GOING CONCERN BASIS OF PRESENTATION

The Company's consolidated financial statements are prepared on
a going concern basis, which assumes that the Company will be
able to realize its assets at the amounts recorded and discharge
its liabilities in the normal course of business in the
foreseeable future. The Company has incurred operating losses
over the past three years. On December 5, 2002, the Company
borrowed US$3.3 million (before fees and expenses) through the
issuance of a note payable, originally due March 5, 2003 and
subsequently extended to April 30, 2003. At present, Zi has not
arranged replacement financing to repay the note and there can
be no assurance that Zi will be successful in its efforts to
complete such refinancing. On December 6, 2002, the Company
settled a judgment in favor of Tegic Communications Inc., a
division of AOL Time Warner. Under the terms of the settlement
agreement, the Company, among other things, is obliged to pay a
further US$1.5 million comprised of three installments between
June 2003 and January 2004.

Continuing operations are dependent on the Company being able to
refinance its borrowings due April 30, 2003, pay the remaining
installment payments due under the settlement agreement with
AOL, increase revenue and achieve profitability. These financial
statements do not include any adjustments to the amounts and
classifications of assets and liabilities that may be necessary
should the Company be unable to pay the remaining installment
payments due under the terms of the settlement agreement with
AOL, raise additional capital to meet the repayment of the note
payable, increase revenue and continue as a going concern.


* Conservatory Measures Set Against Two Bankruptcy Trustees
-----------------------------------------------------------
The Office of the Superintendent of Bankruptcy, in the context
of a professional conduct investigation, has instituted
conservatory measures, on April 3, 2003, to protect the
bankruptcy and insolvency estates administered by corporate
trustee Henry Sztern & Associes Inc., and individual trustee
Henry Sztern. A follow-up on complaints regarding those trustees
revealed significant deficiencies in their administration of
bankruptcy and insolvency estates, which necessitated
conservatory measures to safeguard assets under their control.

The measures, imposed by the Deputy Superintendent, Programs,
Standards and Regulatory Affairs of the Office of the
Superintendent of Bankruptcy, were aimed at bankruptcy offices
in the Province of Quebec. These offices had been directed not
to appoint trustees Henry Sztern & Associes Inc., and Henry
Sztern in respect of any new estates. Other measures were
intended for the financial institution with which the trustees
did business, enjoining it from honoring cheques or any other
means of payment drawn on the bank accounts of bankruptcy and
insolvency estates, unless those cheques or other means of
payment were first countersigned by individuals mandated for
that purpose by the Deputy Superintendent. These individuals had
also been directed to ensure that all payments from these
accounts were well founded and justified before approving them.
Furthermore, another individual had been mandated to make copies
of all computer files relating to these accounts. The trustees,
however, continued to administer files opened prior to April 3,
2003.

Since the imposition of these measures, the Office of the
Superintendent of Bankruptcy has uncovered new deficiencies with
regards to the trustees' banking operations. In fact, the
trustees provided to the Office of the Superintendent of
Bankruptcy information they knew to be erroneous and incomplete,
as well as falsified documents concerning the content of their
trust accounts and the funds deposited therein. Following these
discoveries, the Deputy Superintendent imposed new measures
aimed at ensuring the safeguard of estate assets under the
control of the trustees by directing H.H. Davis & Assoc. Inc.,
as agent of the Office of the Superintendent of Bankruptcy, to
administer all bankruptcy and insolvency estates currently under
the responsibility of trustees Henry Sztern & Associes Inc. and
Henry Sztern, in accordance with the duties and obligations of
bankruptcy trustees as stipulated in the Bankruptcy and
Insolvency Act. Representatives of the firm H.H. Davis & Assoc.
Inc., named pursuant to the directions, are the only authorized
signatories with the financial institution.

These measures are effective immediately and will remain in
effect until otherwise ordered. The Office of the Superintendent
of Bankruptcy is an agency of Industry Canada mandated to
maintain the confidence of lenders and investors in the Canadian
market by protecting the integrity of the bankruptcy and
insolvency system. The Bankruptcy and Insolvency Act confers on
the Superintendent of Bankruptcy the mandate to monitor and
supervise the administration of matters and estates governed by
the Act.


* BOND PRICING: For the week of May 12 - May 16, 2003
-----------------------------------------------------

Issuer                                Coupon   Maturity  Price
------                                ------   --------  -----
Abgenix Inc.                           3.500%  03/15/07    74
Adelphia Communications                3.250%  05/01/21     8
Adelphia Communications                6.000%  02/15/06     8
Adelphia Communications               10.875%  10/01/10    46
Advanced Micro Devices Inc.            4.750%  02/01/22    73
Alamosa Delaware                      12.500%  02/01/11    49
Alamosa Delaware                      13.625%  08/15/11    51
Alexion Pharmaceuticals                5.750%  03/15/07    71
American & Foreign Power               5.000%  03/01/30    67
Amkor Technology Inc.                  5.000%  03/15/07    68
AMR Corp.                              9.000%  09/15/16    32
AnnTaylor Stores                       0.550%  06/18/19    64
Aquila Inc.                            6.625%  07/01/11    70
Axcelis Technologies                   4.250%  01/15/07    75
BE Aerospace Inc.                      8.000%  03/01/08    66
Best Buy Co. Inc.                      0.684%  06/27/21    72
Burlington Northern                    3.200%  01/01/45    53
Burlington Northern                    3.800%  01/01/20    74
Calpine Corp.                          4.000%  12/26/06    75
Calpine Corp.                          8.500%  02/15/11    65
Calpine Corp.                          8.625%  08/15/10    63
Capstar Hotel                          8.750%  08/15/07    70
Charter Communications, Inc.           4.750%  06/01/06    32
Charter Communications Holdings        8.250%  04/01/07    59
Charter Communications Holdings        8.625%  04/01/09    60
Charter Communications Holdings        9.625%  11/15/09    62
Charter Communications Holdings       10.000%  04/01/09    62
Charter Communications Holdings       10.000%  05/15/11    57
Charter Communications Holdings       10.250%  01/15/10    57
Charter Communications Holdings       10.750%  10/01/09    61
Charter Communications Holdings       11.125%  01/15/11    60
Cincinnati Bell Telephone (Broadwing)  6.300%  12/01/28    73
Comcast Corp.                          2.000%  10/15/29    25
Conexant Systems                       4.000%  02/01/07    60
Conexant Systems                       4.250%  05/01/06    67
Conseco Inc.                           8.750%  02/09/04    17
Continental Airlines                   4.500%  02/01/07    45
Cox Communications Inc.                0.348%  02/23/21    72
Cox Communications Inc.                2.000%  11/15/29    32
Cox Communications Inc.                3.000%  03/14/30    47
Crown Cork & Seal                      7.375%  12/15/26    72
Crown Cork & Seal                      8.000%  04/15/23    71
Cummins Engine                         5.650%  03/01/98    65
Delta Air Lines                        7.700%  12/15/05    62
Delta Air Lines                        9.250%  03/15/22    46
Delta Air Lines                       10.375%  02/01/11    52
Dynegy Holdings Inc.                   6.875%  04/01/11    74
Dynex Capital                          9.500%  02/28/05     2
Elwood Energy                          8.159%  07/05/26    66
Finova Group                           7.500%  11/15/09    37
Fleming Companies Inc.                10.125%  04/01/08    14
Ford Motor Co.                         6.625%  02/15/28    72
Gulf Mobile Ohio                       5.000%  12/01/56    66
Health Management Associates Inc.      0.250%  08/16/20    64
HealthSouth Corp.                      3.250%  04/01/49    22
HealthSouth Corp.                      7.375%  10/01/06    59
HealthSouth Corp.                      8.375%  10/01/11    56
HealthSouth Corp.                      8.500%  02/01/08    57
I2 Technologies                        5.250%  12/15/06    54
Incyte Genomics                        5.500%  02/01/07    67
Inhale Therapeutic Systems Inc.        3.500%  10/17/07    57
Inhale Therapeutic Systems Inc.        5.000%  02/08/07    62
Inland Steel Co.                       7.900%  01/15/07    68
Internet Capital                       5.500%  12/21/04    36
Isis Pharmaceutical                    5.500%  05/01/09    65
Kmart Corporation                      9.375%  02/01/06    14
Kulicke & Soffa Industries Inc.        4.750%  12/15/06    66
Kulicke & Soffa Industries Inc.        5.250%  08/15/06    70
Lehman Brothers Holding                8.000%  11/13/03    62
Level 3 Communications                 6.000%  09/15/09    60
Level 3 Communications                 6.000%  03/15/10    59
Liberty Media                          3.500%  01/15/31    65
Liberty Media                          3.750%  02/15/30    55
Liberty Media                          4.000%  11/15/29    58
LTX Corp.                              4.250%  08/15/06    74
Lucent Technologies                    6.450%  03/15/29    66
Lucent Technologies                    6.500%  01/15/28    66
Magellan Health                        9.000%  02/15/08    25
Manugistics Group Inc.                 5.000%  11/01/07    55
Mirant Corp.                           5.750%  07/15/07    55
Missouri Pacific Railroad              4.750%  01/01/20    74
Missouri Pacific Railroad              4.750%  01/01/30    72
Missouri Pacific Railroad              5.000%  01/01/45    62
NTL Communications Corp.               7.000%  12/15/08    19
Natural Microsystems                   5.000%  10/15/05    64
NGC Corp.                              7.625%  10/15/26    65
Northern Pacific Railway               3.000%  01/01/47    50
Northwest Airlines                     7.625%  03/15/05    56
Northwest Airlines                     7.875%  03/15/08    47
Northwest Airlines                     8.875%  06/01/06    52
Northwest Airlines                     9.875%  03/15/07    50
Quanta Services                        4.000%  07/01/07    71
Regeneron Pharmaceuticals              5.500%  10/17/08    68
Ryder System Inc.                      5.000%  02/25/21    72
SBA Communications                    10.250%  02/01/09    74
SCG Holding Corp.                     12.000%  08/01/09    69
Tenneco Inc.                          10.000%  03/15/08    70
Tenneco Inc.                          10.200%  03/15/08    70
Transwitch Corp.                       4.500%  09/12/05    59
United Airlines                       10.670%  05/01/04     5
Universal Health Services              0.426%  06/23/20    57
US Timberlands                         9.625%  11/15/07    73
Weirton Steel                         10.750%  06/01/05    46
Weirton Steel                         11.375%  07/01/04    58
Westpoint Stevens                      7.875%  06/15/08    26
Xerox Corp.                            0.570%  04/21/18    65

                          *********

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 ***