TCR_Public/030513.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

              Tuesday, May 13, 2003, Vol. 7, No. 93

                          Headlines

ACTERNA CORP: Enters New Partnership Pact with AM Communications
ACTERNA: Wants to Honor $3.3MM of Critical Trade Vendor Claims
ADVANCED ACCESSORY: S&P Ratchets Corp. Credit Rating Up a Notch
AES CORP: Completes $1.8 Billion Private Placement Transaction
AIR CANADA: Pilots' Group Offering 10% Wage Reduction

AIR CANADA: Judge Farley Appoints Facilitator for Negotiations
AIR CANADA: Judge Farley OKs $700 Mill. CCAA Financing Facility
AIRGAS INC: Completes Acquisition of Delta Safety Supply Inc.
AIRPLANES P-T: Fitch Downgrades Various Note Classes' Ratings
AMERCO: Court Dismisses Five Shareholder Derivative Lawsuits

APPLIED DIGITAL: Inks Purchase Pacts to Sell 25 Million Shares
ARMSTRONG HOLDINGS: Reports Weaker Results for First Quarter
ARMSTRONG HOLDINGS: Commences Soliciting Proxy Votes for Plan
AVCORP INDUSTRIES: Negotiating Private Placement to Raise $4.5MM
BAYOU STEEL: Hiring Gordon Arata as General Litigation Counsel

BOOTS & COOTS: Sets Annual Shareholders' Meeting for August 19
BRIDGES.COM INC: Continues to Implement Restructuring as Planned
CAM CBO I LTD: Fitch Slashes $21MM Class B Notes Rating to BB-
CARECENTRIC INC: March 31 Balance Sheet Upside-Down by $15 Mill.
CEDARA SOFTWARE: Regains Compliance with Nasdaq Listing Criteria

CENTRAL PARKING: S&P Concerned about Weak Operating Performance
CKE RESTAURANTS: Annual Shareholders' Meeting Slated for June 17
CLARION TECHNOLOGIES: Reports Improved Results for First Quarter
COMDIAL CORP: March 31 Balance Sheet Upside-Down by about $1MM
CONSECO FINANCE: Moody's Affirms & Further Junks Note Ratings

CWMBS (INDYMAC): Fitch Affirms Two Class B-3 Notes at B/BB
DAISYTEK INT'L: Appoints Eric T. Logan as Interim CFO
DIRECTV: Judge Walks Approves Protiviti's Engagement as Auditors
ENCOMPASS SERVICES: Wants to Pay $1.2MM Wellspring Break-Up Fee
ENRON CORP: Board Votes to Create New International Company

ENRON CORP: ENA Sues Macromedia & NJMGI to Recover $12 Million
ENVIRONMENTAL SOLUTIONS: Red Ink Flows in First Fiscal Quarter
EXIDE TECHNOLOGIES: Wins New Supply Pact from Dazon Motorcycles
FAIRCHILD CORP: Seeking New Financing to Pursue New Acquisitions
FLEMING COS.: Wants More Time to File Schedules and Statements

FOOTMAXX HOLDINGS: Dec. 31 Balance Sheet Upside-Down by $12.6MM
FOSTER WHEELER: March 28 Net Capital Deficit Widens to $801 Mil.
GREY WOLF: S&P Rates $150-Million Senior Unsecured Notes at B+
HALSEY PHARMACEUTICALS: Narrows Net Capital Deficit to $12 Mill.
HAWAIIAN AIRLINES: No Immediate Decision on Chapter 11 Trustee

HAYES LEMMERZ: Court Confirms Modified Plan of Reorganization
HECLA MINING: Phillips S. Baker Jr. Replaces Arthur Brown as CEO
HUNTSMAN INT'L: Jon M. Huntsman Buys Out Minority Interests
HYWY CORP: Plans Corporate Workout and Will Pursue New Options
I2 TECH: Teams-Up with Optimal for Integration Service Offerings

INTERDENT INC: Files for Prepackaged Chapter 11 Reorganization
INTERDENT INC: Case Summary & 3 Largest Unsecured Creditors
INT'L FIBERCOM: Hires FTI to Replace PwC as Financial Advisors
IRVINE SENSORS: Deficit & Losses Raise Going Concern Doubts
IRVINE SENSORS: Files Registration Statement for 1.9MM Shares

KASPER ASL: Has Until June 30 to Make Lease-Related Decisions
KEY3MEDIA GROUP: Court Approves Proposed Disclosure Statement
LAIDLAW INC: Offering $400 Million of Senior Notes to Investors
LEVI STRAUSS: More Than 92% of Outstanding 6.80% Notes Tendered
LODGENET: Wellington Management Discloses 13.24% Equity Stake

MADISON RIVER TELEPHONE: Loss in Access Lines Spurs Neg. Outlook
MAGELLAN HEALTH: Wants to Sell New Mexico Property for $1.8 Mil.
MAGNATRAX CORP: Files for Chapter 11 Reorganization in Delaware
MAGNATRAX CORP: Case Summary & 30 Largest Unsecured Creditors
MALLARD CABLEVISION: Case Summary & Largest Unsecured Creditors

MANITOWOC CO.: Will Padlock National Crane Facility by Year-End
MISSION RESOURCES: Will Appeal Nasdaq Delisting Determination
NATIONAL CENTURY: Proposes Medshares Sale Bidding Procedures
NAVIGATOR GAS: Gets Court Nod to Hire Leaf Saltzman as Auditors
NAVISTAR INT'L: Schedules Conference Cal Web Cast for Thursday

NEENAH FOUNDRY: Moody's Hatchets Ratings over Limited Cash Flow
NQL DRILLING: Dec. 31 Working Capital Deficit Tops $17 Million
OMNOVA: Fitch Rates New Notes & Debt Facility at BB/BB+
OMNOVA SOLUTIONS: Fitch Puts BB+ Rating Outlook on Watch Neg.
PAC-WEST: CPUC Votes on New Interconnection Agreement with SBC

POLYPHALT: Discussing Likely Default Under Grandwin Credit Pact
PRESTOLITE: S&P Keeps Watch on Low-B Ratings over Potential Sale
PROTECTION ONE: Dr. Gene A. Budig Resigns from Company's Board
RIVERWOOD INT'L: Invests $75M to Enhance Technology & Production
SIEBEL SYSTEMS: Conducts Internal Review of Executive Statements

SIX FLAGS INC: Completes Tender Offer for 10% Senior Disc. Notes
SPECIAL METALS: Files Reorganization Plan in Lexington, Kentucky
STRUCTURED ASSET: Fitch Takes Rating Actions on Various Classes
TDZ HOLDINGS: Narrows Net Loss to $1 Million for Full-Year 2002
TEXAS PETROCHEMICALS: S&P Junks Corporate Credit Rating at CCC+

TRICO MARINE: Elects J. Landis Martin to Expanded Company Board
TWINLAB CORP: Hosting First-Quarter Webcast Today
U.S. INDUSTRIES: Files Amended Form 10Q for Period Ended Mar. 29
WARNACO: Strikes Stipulation Partially Allowing Schwartz Claim
WERNER HOLDING: S&P Affirms B+ Credit Rating with Stable Outlook

WESTAR ENERGY: Directors Frank J. Becker & Gene A. Budig Resign
WHEREHOUSE ENTERTAINMENT: Committee Gets Nod to Hire Pachulski
WORLDCOM INC: Intends to Assume ICG Remote Access Service Deal

* Large Companies with Insolvent Balance Sheets

                          *********

ACTERNA CORP: Enters New Partnership Pact with AM Communications
----------------------------------------------------------------
Acterna, the world's leading provider of cable network test and
management solutions (OTCBB:ACTR.OB), entered into a new
partnership with AM Communications, Inc. (OTC Bulletin
Board:AMCM) to integrate Acterna's DSAM-2500 Digital Service
Activation Meter, a TechSync-enabled solution, with AM
Communications' family of network operations support systems.

This integration of Acterna's advanced line of test and
measurement products with AM's software-driven monitoring and
management systems provides field technicians with access to
information from back-office network management applications
without any additional involvement from dispatch or network
operations center personnel.

The integrated systems will be on view at the SCTE Cable-Tec
Expo in Philadelphia, May 12-14, at Acterna's booth (1161) and
also at AM Communications' booth (2245).

"Retrieving status information from the field has just been
streamlined," said Bruce Hembree, Vice President of Workflow
Solutions for Acterna. "By communicating with AM's Broadband
Operations Software Solutions (BOSS) and Fulfillment Operations
Support Systems (FOSS) via the DSAM's built-in web browser over
the existing DOCSIS infrastructure, field technicians will have
more insight into the status of their network. They'll be able
to access critical information that will help them to perform
their installation, maintenance and troubleshooting assignments
more efficiently than ever before possible. This translates not
only into time savings for a mobile field workforce, but gains
in network availability and improved subscriber satisfaction by
having access to the right information at the right time."

Joe Rocci, Group Vice President of AM's Broadband Products
Division, added, "It has long been our vision that the functions
of test and measurement, network monitoring and workforce
management all need to become parts of a seamless fabric of
integrated network operations systems. By leveraging the
computing power of advanced instruments like Acterna's DSAM, we
are providing the technical workforce with a single portable
device that is a universal measurement instrument, a dispatch
management terminal and a general-purpose data terminal to
access information from virtually any back-office software
system. When field technicians are empowered with this kind of
information, they will be able to perform their services better,
faster and more efficiently than ever before."

Acterna's new TechSync family of workforce management solutions
reduces the costs associated with installing, troubleshooting
and managing cable services.

Implemented on the Acterna DSAM family of test instruments for
the cable industry, TechSync solutions provide technicians with
immediate, interactive access to back-office systems over
existing, paid-for channels, as well as test applications and
other Acterna systems.

Acterna offers specific solutions that not only include the
hardware but the software for providing specific applications
that connect systems to field technicians. Open and
customizable, TechSync solutions enable operators to control the
information passed to the field in accordance with their own
workforce management philosophies.

TechSync solutions transform test equipment into multifunctional
devices that automate advanced services testing, reduce capital
expenditures and eliminate costly rework. As a result,
technicians can perform more work faster with less cost and
greater subscriber satisfaction.

The DSAM-2500 is Acterna's newest meter used by installers and
service technicians to test networks that carry DOCSIS, DTV,
analog TV and VoIP services. The DSAM performs both traditional
physical layer signal level tests and advanced IP and digital
performance tests.

With the integration of workforce management functions in the
DSAM-2500, along with the entire suite of Acterna's TechSync
Solutions, the meter will be transformed into a multifunctional
device--a test instrument for advanced services as well as a
mobile communications unit.

AM Communications BOSS family of operations support solutions is
a modular, scaleable and cost-effective set of software
components that is intended to streamline the cable TV field
workforce by correlating data from disparate back-office systems
and providing useful decision information.

BOSS analyzes data from billing, provisioning, mapping and
monitoring systems in order to help network management personnel
identify problems before they turn into outages and quickly
pinpoint the root-cause and location of outages when they do
occur.

BOSS, in conjunction with AM Communications' OmniStat(TM)
network status monitoring system, and with AM's FOSS product,
provides Cable TV network operators with an integrated, end-to-
end network and field workforce management solution that
interfaces with a choice of wired and wireless personal
productivity terminals.

Acterna is the world's leading provider of integrated network
test and management solutions for global cable networks.
Acterna's cable networks portfolio enables cable operators to
meet demand and enhance the reliability and performance of their
networks and services.

Deployed around the world, Acterna's cable systems, software and
instruments comprise the industry's broadest set of products
that support cable operators through the network life cycle,
from building the network to deploying and managing advanced
services.

Acterna filed for Chapter 11 protection under the federal
bankruptcy laws on May 6, 2003, (Bankr. S.D. New York Case No.
03-12837). Michael F. Walsh, Esq. Paul M. Basta, Esq., at WEIL,
GOTSHAL & MANGES LLP represents the Company in these
proceedings.

AM Communications, Inc., located in Quakertown, Pennsylvania, is
a leading supplier of software-driven network reliability
solutions for HFC broadband network enterprises. AM's advanced
systems and service offerings employ leading-edge technologies
that embody the company's 25+ years of HFC experience and
expertise.

Through its exclusive and strategic relationship with Network
Systems and Technologies (P) Ltd. (NeST), AM has access to a
skilled manpower pool of over 400 software and hardware
engineers as well as 2000 operations support personnel. AM's
world-class Quality credentials include ISO9001 for engineering,
business, and operations procedures, as well as CMM Level 5 for
software development.


ACTERNA: Wants to Honor $3.3MM of Critical Trade Vendor Claims
--------------------------------------------------------------
Paul M. Basta, Esq., at Weil, Gotshal & Manges LLP, in New York,
relates that Acterna Corp., and its debtor-affiliates' revenues
are derived from meeting customer demands for numerous small,
semi-customized orders placed to fill precise needs.  Hence, the
Debtors have developed a strong vendor base positioned to meet
the rapidly changing demands of their customers, while adhering
to high quality standards.  The Debtors are highly dependent on
this vendor base and have become more so over the last two years
after reducing their workforce by 2,700 employees, or over 45%
of their then-existing workforce.  The Debtors rely on their
suppliers to provide complex sub-assemblies and other semi-
customized electronics and connectors, which in turn are used to
fulfill customer orders.  In certain cases, the Debtors rely on
the suppliers to manufacture entire product lines and to ship
finished goods directly to their customers.  As a result of this
reliance, the materials comprise a significant majority of the
Debtors' cost of goods sold.

The uninterrupted provision of goods and services by the
Critical Vendors, on customary terms, and the continuing support
of their customers, are imperative to the Debtors' ongoing
operations and viability.  Especially, Mr. Basta points out that
several of the Debtors' largest vendors manufacture entire
product lines for them and ship the finished goods directly to
the customers.

Accordingly, the Debtors sought and obtained the Court's
authority to pay, in their discretion, prepetition, fixed,
liquidated, and undisputed Critical Vendor claims.  The Debtors
estimate these Claims to aggregate $3,300,000.

The Debtors' Critical Vendors generally comprise three
categories:

   (i) outsourcing manufacturing relationships;

  (ii) single source and specifically manufactured goods; and

(iii) integrated suppliers.

If a Critical Vendor later refuses to continue to supply goods
on the customary trade terms applicable within the 180-day
period before the Petition Date, the Debtors may, in their
discretion, and without further Court order, declare that:

    -- the payment of such Critical Vendor Claim a voidable
       postpetition transfer pursuant to Section 549(a) of the
       Bankruptcy Code and that the Debtors may recover from the
       Critical Vendor in cash or in goods; and

    -- the Critical Vendor will immediately return the Claim
       payment without giving effect to alleged set-off rights,
       recoupment rights, adjustments, or any offsets and that
       Critical Vendor Claim will be reinstated so as to restore
       the Debtors and the Critical Vendor to their original
       positions as if the Vendor Agreement had never been
       entered into and the payment of the Critical Vendor Claim
       had not been made.

To ensure that the Critical Vendors will transact business with
them on Customary Trade Terms, the Debtors will enter into a
letter agreement with each of the Critical Vendors that includes
these commitments:

    (a) an agreement to provide goods or services on Customary
        Trade Terms;

    (b) a waiver of any general unsecured claim; and

    (c) the repayment of any amounts with respect to the
        Critical Vendor Claims to the extent that the Critical
        Vendor fails to maintain the Customary Trade Terms
        during the pendency of the Debtors' Chapter 11 cases.

Some of the Critical Vendors may have obtained mechanics' liens,
possessory liens, or similar state law trade liens on the
Debtors' assets, based on the Critical Vendor Claims being held.
In this regard, the Debtors will require a Critical Vendor, as a
further condition of receiving the payment, to take whatever
action is necessary to remove the Trade Lien at that Critical
Vendor's sole cost and expense. (Acterna Bankruptcy News, Issue
No. 2; Bankruptcy Creditors' Service, Inc., 609/392-0900)


ADVANCED ACCESSORY: S&P Ratchets Corp. Credit Rating Up a Notch
---------------------------------------------------------------
Standard & Poor's Rating Services raised its corporate credit
rating on Advanced Accessory Systems LLC to 'B+' from 'B' and
removed the rating from CreditWatch where it had been placed on
April 18, 2003. The outlook is stable.

At the same time, Standard & Poor's assigned its 'B-' rating to
AAS' proposed offering of $150 million senior unsecured notes
due in 2011 (144A with registration rights), which are being
offered to refinance bank debt incurred in the purchase of AAS
by investment group Castle Harlan Partners Inc. on
April 15, 2003.

"The upgrade reflects the new capital structure of AAS and
expectations for financial performance under the new owners,"
said Standard & Poor's credit analyst Nancy Messer.

Sterling Heights, Michigan-based AAS is a global producer of
towing and rack systems for the original equipment and
aftermarket segments of the automotive industry. The company
will have long-term debt of about $176 million after the notes
issuance.

The co-issuers of the notes will be AAS and AAS Capital Corp., a
wholly owned subsidiary of AAS having no material assets and
conducting no business. The proposed senior unsecured notes will
be subordinated to all existing and future secured debt
including AAS' existing credit facility. The notes will rank
pari passu with existing and future unsecured senior debt and be
senior to all existing and future subordinated debt. The parent
company of AAS and each of its material domestic subsidiaries
will jointly and severally guarantee the notes with
unconditional guarantees.


AES CORP: Completes $1.8 Billion Private Placement Transaction
--------------------------------------------------------------
The AES Corporation (NYSE:AES) has completed its private
offering of $1.8 billion of second priority senior secured
notes.

The notes were issued in two tranches: $1.2 billion of 8.75%
Second Priority Senior Secured Notes due 2013 and $600 million
of 9.00% Second Priority Senior Secured Notes due 2015. AES also
announced that the tender offer for its senior subordinated
notes had expired and that it had purchased approximately $104
million face amount of senior subordinated notes pursuant to the
tender offer.

The proceeds from the private offering were used to purchase the
senior subordinated notes in the tender offer and to repay $475
million under AES's senior secured credit facilities, and will
also be used to purchase approximately $1.1 billion face amount
of senior notes in the tender offer and for general corporate
purposes. The transactions substantially eliminate all scheduled
parent maturities at AES until 2005, improve financial
flexibility and parent liquidity, and lengthen the average life
of AES's parent debt maturities.

Barry Sharp, Chief Financial Officer, stated, "The completion of
these transactions is another major step in AES's plan to
strengthen the balance sheet, improve financial flexibility and
increase liquidity. We sincerely appreciate the support and the
confidence expressed by our lenders and investors."

AES is a leading global power company comprised of contract
generation, competitive supply, large utilities and growth
distribution businesses.

The company's generating assets include interests in 158
facilities totaling over 55 gigawatts of capacity, in 28
countries. AES's electricity distribution network sells 108,000
gigawatt hours per year to over 16 million end-use customers.

As previously reported in Troubled Company Reporter, Standard &
Poor's Ratings Services assigned its 'B+' rating to the AES
Corp.'s $1 billion second priority senior secured notes due
2013.

Proceeds from the notes would be used to repay $475 million of
AES' senior secured bank facility, to fund an open-market tender
for outstanding bonds, and to fund up to $250 million for
general corporate purposes.

AES Corporation's 10.250% bonds due 2006 (AES06USR1) are trading
at about 97 cents-on-the-dollar, says DebtTraders. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=AES06USR1for
real-time bond pricing.


AIR CANADA: Pilots' Group Offering 10% Wage Reduction
-----------------------------------------------------
The Air Canada Pilots Association announced that they are
offering Air Canada a 10 per cent wage reduction for the months
of June and July, 2003. The wage reduction is subject to
ratification by the membership, in a vote which is expected to
be completed by May 23rd.

Captain Don Johnson, President of ACPA, said that: "The Air
Canada pilots recognize the gravity of our company's financial
situation, and we are willing to make an immediate contribution
to help alleviate current cash flow pressures."

Captain Johnson noted that ACPA is pressing the federal
government to help find ways of easing financial burdens on the
airline industry, including funding security from consolidated
revenues, suspending airport rental fees for two years and
passing the savings on to the airlines, and a reduction or
elimination of the federal aviation fuel excise taxes.

"However, we cannot go cap in hand asking for government
assistance without being willing to do our own part," said
Johnson. The pilots note that for the past 16 months they have
already been operating under a work sharing programme that
reduced flying hours and has produced a substantial savings to
the company.

The Air Canada pilots will return to their established wage
scales in August, unless they are superseded by any further
agreement that may come out of restructuring negotiations under
the Companies' Creditors Arrangement Act (CCAA). The pilots
expect negotiations with the company under the CCAA will begin
early next week.

"The Air Canada Pilots Association is committed to work with all
parties and stakeholders to see this company through to a
successful resolution of the restructuring process," said
Johnson. "We make this commitment because we know that the
pilots have a direct interest in the future of Air Canada... as
do all employees, other stakeholders and the communities we
serve."

The Air Canada Pilots Association is the largest professional
pilot group in Canada, representing the approximately 3300
pilots who operate Air Canada's mainline fleet.


AIR CANADA: Judge Farley Appoints Facilitator for Negotiations
--------------------------------------------------------------
Ernst & Young Inc., Court-Appointed Monitor in the Air Canada
Companies' Creditors Arrangement Act proceedings, advises that
the presiding judge, the Honourable Mr. Justice Farley, has
directed and ordered that Air Canada, Jazz, Zip and their
respective unions commence meetings on May 12, 2003 with
Honourable Mr. Justice Warren Winkler as Facilitator.

The Notice from Mr. Justice Farley states:

"I continue to be concerned that the maximum effort be made by
all parties to see if a resolution to an Air Canada
restructuring can be made. I note that all stakeholders at the
April 22nd hearing agreed that they preferred a solution
involving a result whereby Air Canada was a viable entity under
foreseeable circumstances in the long run for the benefit of all
concerned. In that regard, the Court, given these special
circumstances prevailing here, finds it appropriate to take an
extraordinary step. I am therefore directing and ordering
management of Air Canada and its constituent unions to commence
meeting with Mr. Justice Warren Winkler in an effort to settle
the remaining issues among them so that they may mutually come
to a resolution which will allow them to operate as a cohesive
team, with trust and respect flowing both ways. It is important
that management and the unions come to a coordinated approach as
to how to make Air Canada competitive with maximum efficiency
and productivity while at the same time minimizing disruption
and other detrimental effects. A resolution in this regard will
provide a stabilized foundation to build upon with respect to
the other elements of the restructuring. Justice Winkler, in a
facilitation function akin to Court annexed ADR (alternative
dispute resolution), will be working to a practical deadline of
May 21, 2003. Of course, an earlier resolution would be most
welcome. Given the special circumstances of the importance of
Air Canada to the societal and economic needs of Canada
domestically and internationally, I have determined that it
would be appropriate to involve Justice Winkler in this
facilitation role."


AIR CANADA: Judge Farley OKs $700 Mill. CCAA Financing Facility
---------------------------------------------------------------
Mr. Justice Farley approved US$700,000,000 CCAA Financing
Facility backed by General Electric Capital Canada Inc. to
providing continued working capital financing to Air Canada
during the court-supervised restructuring process.  The CCAA
financing transaction closed on April 30, 2003 upon the
completion of a definitive loan and security documentation
between the parties.

                          *   *   *

                         Backgrounder

Air Canada intends to remain in possession and control of its
assets and business during the course of the CCAA Proceeding.
To finance the carrier's on-going working capital needs, General
Electric Capital Canada Inc. offered to provide up to
US$700,000,000 of senior secured financing to the Applicants,
subject to the terms and conditions of a commitment letter dated
on April 1, 2003.

Prior to the CCAA Petition Date, the Applicants turned to GE
Capital Canada for help bridging a potential liquidity shortfall
for the period from April 1 through May 2, 2003.  Air Canada
projected that its cash disbursements would exceed cash receipts
by more than C$350,000,000 during this period.  In addition to
C$375,000,000 of unrestricted cash on hand, the CCAA financing
will provide adequate liquidity to meet all of the Applicants'
anticipated needs to continue normal operations throughout the
CCAA process.

                     CCAA Financing Facility

The CCAA Financing Term Sheet among Air Canada, as borrower, GE
Capital as Administrative and Collateral Agent, for itself and a
potential syndicate of other lenders, provides funds in two
stages:

   * a Tranche A revolving term credit facility in a principal
     amount not to exceed US$300,000,000 (including a Letter of
     Credit Sub-Facility in an amount to be determined) and

   * a Tranche B non-revolving term loan facility in a principal
     amount of up to US$400,000,000.

The CCAA Facility provides Air Canada with working capital
financing until the earliest of October 1, 2004, and the
effective date of a plan of arrangement in the CCAA Proceeding.

                  Tranche A Revolver Availability

The availability of the Tranche A Facility is subject to the
maintenance of a maximum loan to to-be-negotiated collateral
ratio that based on the sum of:

  * the orderly liquidation value of the Applicants' aircraft;

  * the fair market value of the Applicants' fee simple real
    estate; and

  * the orderly liquidation value of the Applicants' equipment.

The value of the collateral will be determined by GE Capital
Aviation Services, Inc. or another appraiser acceptable to GE
Capital.  The face amount of all letters of credit issued under
the Letter of Credit Sub-facility will constitute a loan for
purposes of the loan to collateral ratio.

                Tranche B Term Loan Availability

The outstanding amount of the Tranche B Facility will be subject
to the maintenance of maximum loan to to-be-determined
collateral ratios.  For the purposes of those ratios, the
collateral will include Applicants' accounts receivable and
Spare Parts inventory.  GECAS or another appraiser acceptable GE
Capital will determine the collateral's value.  GE Capital or an
outside auditor will determine the value of the receivables.

                  Borrowing and Interest Options

At Air Canada's option, the Tranche A Facility and the Tranche B
Facility will be available:

  (A) in U.S. dollars:

        (i) at a floating rate equal to the US$ Index Rate
            plus the Applicable US$ Index Margin; or

       (ii) absent a default, a 1, 2 or 3-month LIBOR Rate plus
            the Applicable LIBOR Margin; or

  (B) in Canadian dollars at:

        (i) a floating rate equal to the Cdn.$ Index Rate plus
            the Applicable Cdn.$ Index Margin; or

       (ii) absent a default, a 30, 60 or 90 day BA Rate plus
            the Applicable BA Margin.

  -- "LIBOR Rate" will be the rate per annum equal to the
     offered rate for deposits in U.S. dollars for the
     applicable interest period that appears on Telerate Page
     3750 as of 11:00 a.m. (London time) two Eurodollar business
     days before the beginning of the interest period.  Interest
     on LIBOR loans will be payable and adjusted at the end of
     each applicable LIBOR period.  LIBOR breakage fees and
     borrowing mechanics will be provided in the final CCAA
     Facility documents.

  -- "US$ Index Rate" will be the higher of (i) the prime rate
     per annum as most recently reported in the "Money Rates"
     column of The Wall Street Journal or (ii) the overnight
     Federal funds rate per annum plus 50 basis points.
     Interest on US$ Index Rate loans will be payable monthly in
     arrears and will be adjusted as of each change in the US$
     Index Rate.

  -- "BA Rate" will be the rate per annum determined by GE
     Capital Canada by reference to the average rate quoted on
     the Reuters Monitor Screen Page CDOR (displaying Canadian
     interbank bid rates for Canadian dollar bankers'
     acceptances) applicable to bankers' acceptances for the
     applicable term as of 11:00 a.m. (Toronto time) two
     business days before the beginning of the term.  Intserest
     on BA Rate loans will be payable at the end of each
     applicable BA period.  BA Rate loan breakage fees and
     borrowing mechanics will be set forth in the final CCAA
     Facility documents.

  -- "Cdn.$ Index Rate" will be defined as the higher of (i) the
     annual rate of interest quoted from time to time in the
     "Report on Business" section of The Globe and Mail as being
     "Canadian prime", "chartered bank prime rate" or words of
     similar description and (ii) the BA Rate in respect of a BA
     period for 30 days, plus, 1.75%.  Interest on Cdn.$ Index
     Rate loans will be payable monthly in arrears and will be
     adjusted as of each change in the Cdn.$ Index Rate.

All interest and fees will be calculated on the basis of a 360-
day year and actual days elapsed.

These margins will apply so long as any loan remains
outstanding:

    * Applicable US$ Index Margin               5.0%
    * Applicable LIBOR Margin                   6.5%
    * Applicable Cdn.$ Index Margin             5.0%
    * Applicable BA Margin                      6.5%
    * Applicable L/C Margin                     4.0%
    * Applicable Unused Facility Fee Margin:

      Aggregate Unused
      Tranche A                       Applicable Unused
      Facility Level                  Facility Fee Margin
      ----------------                -------------------
      at most US$100,000,000                 0.50%

      greater than US$100,000,000            0.75%
      and at most US$200,000,000

      at least US$200,000,000                1.00%

                      CCAA Financing Fees

The CCAA Financing Facility requires Air Canada to pay a variety
of fees:

1. US$5,000,000 Commitment Fee

   The Commitment Fee will be due and payable to GE Capital
   Canada in U.S. dollars upon Air Canada's acceptance of the
   Commitment Letter.  The Commitment Fee will be fully earned
   and non-refundable when due and payable.

2. US$35,000,000 Closing Fee

   The Closing Fee will be due and payable to GE Capital Canada
   in U.S. dollars at the time that the conditions precedent to
   the Tranche B Facility have been satisfied and the Tranche B
   Facility is available for usage.  The Closing Fee will be
   fully earned and non-refundable when due and payable.

3. Letter of Credit Fee

   The L/C Fe is equal to the Applicable L/C Margin on the face
   amount of letters of credit.  The L/C is payable to the Agent
   monthly in arrears, plus any charges assessed by the issuing
   bank.

4. Unused Facility Fee

   The Unused Facility Fee is equal to the Applicable Unused
   Facility Fee Margin on the average unused daily balance of
   the CCAA Facility, payable to Agent monthly in arrears.

5. US$500,000 Annual Collateral Monitoring Fee

   The Monitoring Fee will be payable to the Agent yearly in
   advance on the Closing and on the first anniversary date of
   the Closing.  But if a plan of arrangement in the CCAA
   Proceeding becomes effective during the 12-month period in
   respect of which the Monitoring Fee has been paid, the
   Collateral Agent will refund -- by credit or payment -- the
   Monitoring Fee amount that has been paid based on the number
   of days in the year following the effective date of the plan.

In the event of a default, all interest rates increase by 2%.

Air Canada will also pay all out-of-pocket expenses incurred in
connection with the Commitment Letter, prior communications, the
CCAA Facility, and a field examination fee per person per diem
plus actual out-of-pocket expenses in connection with the
conduct of GE Capital Canada's field audit and the evaluation
and documentation of the CCAA Facility.

Air Canada has already paid GE Capital a non-refundable
US$1,000,000 Underwriting Deposit.

Events of default include, but are not be limited to:

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

(ii) the dismissal or conversion of CCAA Proceeding, or granting
     relief from the stay in favor of third parties except as
     contemplated by the definitive CCAA Facility documentation;

(iii) a post-CCAA Proceeding judgment liability or event that
     will, in GE Capital Canada's judgment, significantly impair
     the Applicants' financial condition, operations, or ability
     to perform under the CCAA Facility or any CCAA Court or US
     Bankruptcy Court order;

(iv) a threatened or actual seizure or detention of any aircraft
     by any airport or navigation authority or airline or
     airport-related servicer or other material property of the
     Applicants;

(v) any violation or breach of any representation or warranty
     in any material respect, or covenant; or

(vi) any amendment or modification of the CCAA Order that
     adversely affects GE Capital Canada's or the Lenders'
     rights without GE Capital Canada's prior consent.

                          Security

Subject only to a consensual C$10,000,000 first-priority
Administrative Charge to cover legal and professional fees, Air
Canada's obligations to repay all existing and future
obligations under the CCAA Facility and under any agreements
with GE Capital Aviation are secured by second-priority liens on
all of the Applicants' unencumbered assets.  In particular, GE
Capital Canada, on behalf of itself and as Collateral Agent, the
Lenders and GE Capital Aviation, on behalf of itself and the
Lease Obligees, will receive a fully perfected first priority
security interest in, and first ranking charge on, subject only
to, in terms of priority, Permitted Liens, all of the existing
and after acquired real and personal, tangible and intangible,
property of the Applicants and their subsidiaries.

The Permitted Liens include those liens created under the CCAA
Order and the existing validly perfected liens granted by the
Applicants before April 1, 2003.

Air Canada's subsidiaries will guarantee its obligations.  GE
Capital Canada will receive a first ranking pledge of all of the
issued and outstanding capital stock of each subsidiary and
affiliate of the Applicants.  GE Capital Canada will have the
discretion to determine, as between the Tranche A Facility and
the Tranche B Facility, the relative priorities of the Liens on
the Collateral securing the facilities.

If Air Canada receives from Canadian Imperial Bank of Commerce
up to C$350,000,000 cash as a prepayment of CIBC's accounts
payable for Aeroplan points with respect to the Aerogold feature
of Aeroplan, and Air Canada grants CIBC a security interest in
the revenues receivable for the 12 months under its agreements
with CIBC regarding Aerogold and the licenses and trademarks
CIBC used in connection with Aerogold, GE Capital Canada agrees
that those revenues, licenses and trademarks will not be subject
to the Lien.  However, before receiving any cash from CIBC, Air
Canada must provide GE Capital Canada with an updated advice
from Solomon Smith Barney showing at least C$50,000,000 in
increased annual revenue pursuant to Air Canada's amended
agreements with CIBC regarding Aerogold.

GE Capital also requires certain mandatory prepayments from the
net proceeds of any sale or other disposition of any of the
Applicants' assets and, subject to exceptions for repairs and
replacements and satisfaction of prior-ranking liens and court-
ordered charges, all net insurance proceeds or other awards
payable in connection with the loss, destruction or condemnation
of any of the Applicants' assets. (Air Canada Bankruptcy News,
Issue No. 4; Bankruptcy Creditors' Service, Inc., 609/392-0900)


AIRGAS INC: Completes Acquisition of Delta Safety Supply Inc.
-------------------------------------------------------------
Airgas, Inc. (NYSE:ARG) has completed the acquisition of Delta
Safety Supply, Inc., with branches in Stockton and Santa Rosa,
California.

The acquired business is now part of Airgas Northern California
& Nevada, headquartered in Sacramento, CA, one of 12 regional
companies within Airgas.

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

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


AIRPLANES P-T: Fitch Downgrades Various Note Classes' Ratings
-------------------------------------------------------------
Fitch Ratings has taken the following rating actions for
Airplanes Pass Through Trust (Airplanes) as outlined below:

     -- Class A-6 notes are downgraded to 'BBB-' from 'A+';

     -- Class A-8 notes are downgraded to 'BB' from 'A+';

     -- Class A-9 notes are downgraded to 'BB' from 'A+';

     -- Class B notes are downgraded to 'CCC' from 'BBB+';

     -- Class C notes are downgraded to 'CCC' from 'B+';

     -- Class D notes are downgraded to 'CC' from 'CCC';

     -- All Classes are removed from Rating Watch Negative.

The downgrades reflect Fitch's expectation that Airplanes'
aircraft lease cash flows will likely suffer further impairment,
with little probability of future recovery. In addition, such
depressed levels of cash flow are not expected to be sufficient
to pay interest on the class B, C and D notes less than one year
from now. The difference in the A-6 rating and the A-8/A-9
ratings primarily reflects Fitch's expectation that the
likelihood of A-6 principal repayment is higher than for the A-8
and A-9 classes.

Airplanes originally issued $4,048 million of notes in March
1996 followed by two refinancing trusts, one in March 1998 and
the other in March 2001. As of April 2003, Airplanes has $2,624
million of notes outstanding. Airplanes is a trust formed to
conduct limited activities, including the buying, owning,
leasing and selling of commercial jet aircraft. Airplanes
current portfolio is comprised of 178 aircraft compared to 193
at the time of the 2001 refinancing trust. Primary servicing is
being performed by General Electric Capital Aviation Services,
GECAS (a wholly owned subsidiary of General Electric Capital
Corp.), while the administrative agent role is being performed
by debis AirFinance, 45% owned by a subsidiary of
DaimlerChrysler and 55% by four German banks.

The ability of Airplanes and many aircraft lessors to generate
lease cash flows has been impaired by depressed lease rates.
These rates are primarily the result of weak air travel markets,
resulting from the events of September 11th and the downturn in
the global economy. The continued depressed demand for many
aircraft types will likely further impair lease rates,
especially those of certain older Boeing and McDonnell Douglas
aircraft. Airplanes lease cash flows have already been affected
by its concentrated exposure to some of these aircraft,
including B737 classics and the MD80 series. Airplanes lease
cash flows have fallen about one third from September 2001
levels and as of April 2003 were at about $24 million. In the
next 12-18 months Fitch expects lease cash flows to fall another
20% as lease renewals in 2003 and in 2004 will be subject to
falling lease rates.

Under Fitch's current cash flow stress scenarios, the class A-6
notes are repaid in less than 24 months while the A-8 and A-9
notes are repaid in a time period greater than 5 years. The
repayment gaps between the class A notes can be attributed to
the transaction's sequential principal payment structure within
the A class. Although the class B, class C and class D notes are
currently paying interest from cash flow, Fitch expects that by
early 2004 the notes will likely have exhausted liquidity
reserves and will be accruing interest. This is primarily due to
the combination of decreasing lease cash flow and the resumption
of the class A minimum principal payment, which is senior to
class B, C and D interest payments.


AMERCO: Court Dismisses Five Shareholder Derivative Lawsuits
------------------------------------------------------------
AMERCO (Nasdaq: UHAL), parent company of U-Haul International,
Inc., announced that District Judge Brent Adams, ordered the
dismissal of all five shareholder derivative lawsuits filed in
Nevada State Court.  These lawsuits falsely alleged that the
AMERCO Board lacked independence.  In reaching his decision to
dismiss these claims, Judge Adams determined that the AMERCO
Board of Directors had the prerequisite level of independence
required in order to have these claims resolved by the Board.

The five suits assert virtually identical claims.  In fact,
three of the five plaintiffs are parties who are working closely
together and chose to file the same claims multiple times, a
company spokesperson explained.  Judge Adams consolidated all
five complaints before he dismissed them on Thursday, May 8.

The decision came after the court conducted a two-day hearing in
the Second Judicial District Court of the State of Nevada.
Judge Adams has served on the bench since 1989 and recently
announced that he will run for the Nevada Supreme Court next
year.

Attorney Jack Londen, on behalf of AMERCO, argued that the five
lawsuits sought to delay and interfere with normal corporate
governance.  Boards of Directors, when determined to be
independent, he argued, should make normal business judgments on
behalf of the corporation.

A company spokesperson issued the following statement: "The
dismissal of these five suits comes at a critical time in the
financial restructuring of the Company.  The decision helps
clear up the unnecessary confusion and uncertainty that has
surrounded the Company since the first suit was filed in
September 2002.  These lawsuits have been the subject of
repeated articles in the media.  This decision should clear up
this cloud.  This matter has now been resolved in the Company's
favor.  We are pleased with the judge's decision to formally
recognize the independence of our Board of Directors."

"AMERCO recently announced the formation of an Independent
Governance Committee of the AMERCO Board.  The existing Board
complies with all existing standards of independence under
Sarbanes-Oxley, Nasdaq and NYSE rules and regulations," said
Gary Klinefelter, General Counsel.  "The Board will continue to
regularly review its compliance with established standards and
seek to remain ahead of the curve as those requirements grow and
change."

AMERCO is the parent company of U-Haul International, Inc.,
Republic Western Insurance Company, Oxford Life Insurance
Company and Amerco Real Estate Company.  For more information
about AMERCO, visit http://www.uhaul.com/


APPLIED DIGITAL: Inks Purchase Pacts to Sell 25 Million Shares
--------------------------------------------------------------
Applied Digital Solutions, Inc. (Nasdaq: ADSX) an advanced
technology development company, has signed Securities Purchase
Agreements to sell 25 million previously registered shares.

Placement agent, J. P. Carey Securities, made the arrangements
for the sale subject to certain closing conditions. J. P. Carey
is a registered broker-dealer and member of the NASD engaged by
the Company to act as its placement agent under the terms of a
placement agency agreement.

The Company will use the proceeds of this sale towards the
satisfaction of its debt obligation to its senior lender, IBM
Credit LLC. Under the Forbearance Agreement with IBM Credit
(announced on March 27, 2003), the Company has the right to
purchase all of its debt of approximately $95 million (including
accrued interest) with a payment of $30 million by June 30,
2003, subject to continued compliance with the terms of the
Forbearance Agreement. If this payment is made on or before June
30, 2003, Applied Digital would satisfy its full obligation to
IBM Credit. As of this date, the Company is in compliance with
all terms of the Forbearance Agreement.

Applied Digital Solutions is an advanced technology development
company that focuses on a range of life-enhancing, personal
safeguard technologies, early warning alert systems,
miniaturized power sources and security monitoring systems
combined with the comprehensive data management services
required to support them. Through its Advanced Technology Group,
the Company specializes in security-related data collection,
value-added data intelligence and complex data delivery systems
for a wide variety of end users including commercial operations,
government agencies and consumers. Applied Digital Solutions is
the beneficial owner of a majority position in Digital Angel
Corporation (AMEX: DOC). For more information, visit the
Company's Web site at http://www.adsx.com

                        *   *   *

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.


ARMSTRONG HOLDINGS: Reports Weaker Results for First Quarter
------------------------------------------------------------
Armstrong Holdings, Inc. (OTC Bulletin Board: ACKHQ) reported
first quarter 2003 net sales of $774.9 million that were about
3.6 percent higher than first quarter net sales of $748.0
million in 2002.  Excluding the effects of favorable foreign
exchange rates of $35.3 million, consolidated net sales
decreased by 1.1%. Wood Flooring sales increased while all other
segment sales were lower, after adjusting for the benefits of a
weaker U.S. dollar, primarily due to lower sales volumes.

First quarter 2003 operating income of $11.3 million compared to
income of $40.5 million in the first quarter of 2002.  The net
effect of exchange rates on operating income was $0.4 million.
The decline in operating income was primarily due to lower net
sales, excluding the effect of foreign exchange rates, and from
higher raw material costs, particularly lumber, natural gas
and oil-based materials.  In addition, there was a $6.4 million
decrease in the U.S. pension credit in the first quarter of 2003
as compared to the prior year.  The prior year results also
benefited by $5.3 million from changes in long-term disability
benefit policies for certain employees.  A restructuring charge
of $3.2 million was recorded in the first quarter of 2003 as
part of the restructuring plan to consolidate certain functions
in the European Textiles and Sports Flooring and Resilient
Flooring segments, compared to a $0.5 million restructuring
charge in 2002 in the Textiles and Sports Flooring segment.

At March 31, 2003, the Company's balance sheet shows a total
shareholders' equity deficit of about $1.3 billion.

More details on the Company's performance can be found in its
Form 10-Q, filed with the SEC Friday.

                   Segment Highlights

Resilient Flooring net sales were $286.7 million in the first
quarter of 2003 and $281.3 million in the first quarter of 2002.
This 1.9% increase primarily resulted from favorable foreign
exchange rates.  Operating income of$17.6 million in the quarter
compared to operating income in the first quarter of 2002 of
$18.8 million.  This decrease was primarily due to higher raw
material costs, lower volume and a 2002 benefit of $3.1 million
related to changes in long-term disability benefit policies for
certain employees. Additionally, 2003 included $0.9 million of
restructuring charges.

Wood Flooring net sales of $167.2 million in the first quarter
of 2003 increased 3.9% from $160.9 million in the prior year.
This increase was primarily driven by increased volume and by an
improved mix of products. Operating income of $2.2 million in
the first quarter of 2003 compared to $8.7 million in the first
quarter of 2002.  The decline in operating income was primarily
attributable to increases in lumber costs.

Textiles and Sports Flooring net sales in the first quarter of
2003 increased to $62.0 million from $54.0 million.  Excluding
the effects of favorable foreign exchange rates of $12.3
million, sales were down 6.5% due to weak European markets.  An
operating loss of $6.0 million in 2003 compared to an operating
loss in 2002 of $1.9 million.  The 2003 results included
restructuring charges of $2.3 million, as compared to
restructuring charges in 2002 of $0.5 million.

Building Products net sales of $207.1 million in the first
quarter of 2003 increased from $195.5 million in the prior year.
Excluding the effects of favorable foreign exchange rates of
$12.6 million, sales would have decreased by 0.5%, primarily due
to lower sales volume in the U.S. and European commercial
markets, partially offset by gains in the emerging markets of
Eastern Europe.  Operating income decreased to $17.8 million
from operating income of $22.7 million in the first quarter of
2002.  This decrease resulted from increases in natural gas
costs, higher administrative expenses, and a 2002 benefit of
$1.2 million related to changes in long-term disability benefit
policies for certain employees.

Cabinets net sales in the first quarter of 2003 of $51.9 million
decreased from $56.3 million in 2002.  An operating loss of $3.6
million in 2003 compared to operating income of $3.2 million in
the prior year.  The operating loss was primarily due to the
negative effects of lower volume, increases in raw material
costs and inventory obsolescence.

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

Armstrong Holdings Inc.'s 9.00% bonds due 2004 (ACKH04USR1) are
trading at about 58 cents-on-the-dollar, says DebtTraders. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=ACKH04USR1
for real-time bond pricing.


ARMSTRONG HOLDINGS: Commences Soliciting Proxy Votes for Plan
-------------------------------------------------------------
Armstrong Holdings, Inc., begins distribution of the materials
necessary to solicit proxy votes for its Plan of Dissolution.
The proxy materials consisting of AWI's Amended Disclosure
Statement and Plan are to be accompanied by a letter to be
signed by Michael D. Lockhart as AWI Chairman; the Chairpersons
of the Asbestos PI Claimants' Committee and the Unsecured
Creditors' Committee; and Dean M. Trafelet, the Future
Claimants' Representative.

The letter is prospective pending Judge Newsome's approval of
the Third Amended Disclosure Statement.

A full-text copy of the Proxy Statement is available for free
at:

http://www.sec.gov/Archives/edgar/data/1109304/000090951803000240/jd4-30_14a
.txt

(Armstrong Bankruptcy News, Issue No. 40; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


AVCORP INDUSTRIES: Negotiating Private Placement to Raise $4.5MM
----------------------------------------------------------------
Avcorp Industries Inc. is negotiating a Private Placement of up
to 15,000,000 units at a price of $0.30 per unit, to raise gross
proceeds of up to $4,500,000. Each unit will consist of one
common share and one non-transferable share purchase warrant.
Two share purchase warrants will entitle the holder thereof to
purchase one additional common share of the Company at $0.35 per
share for a six-month period. The proceeds of the financing will
be used for general working capital purposes. A cash finder's
fee will be payable, only with respect to arms length placees,
in accordance with the rules and policies of the Toronto Stock
Exchange. Subject to disinterested shareholder approval,
insiders comprising Working Opportunity Fund Ltd., Coastal
Industries Inc., Michael Scholz, John Nicholson, Paul Kalil and
Edward Merlo may collectively subscribe for up to 10,000,000
units of the financing. The financing is subject to shareholder
and regulatory approval.

Avcorp Industries Inc. is a Canadian aerospace industry
manufacturer. The Company is a single-source supplier for
engineering design, manufacture and assembly of subassemblies
and complex major structures for aircraft manufacturers.

As reported in Troubled Company Reporter's April 9, 2003
edition, Avcorp Industries Inc., whose September 30, 2002
balance sheet shows a working capital deficit of about C$11
million, arranged additional short-term financing with a
Canadian chartered bank. The bank agreed to increase the
previously announced short-term $12 million loan to $15 million
subject to the Company being able to provide security to the
bank's satisfaction.

The Company continues to work towards a sale and leaseback of
its land and building and has signed a conditional agreement for
a sale and leaseback with a Canadian insurance company. The
Company continues other debt re-negotiations with major lenders.


BAYOU STEEL: Hiring Gordon Arata as General Litigation Counsel
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
gave its stamp of approval to Bayou Steel Corporation and its
debtor-affiliates' application to employ Gordon, Arata,
McCollam, Duplantis & Eagan, LLP as their General Litigation
Counsel.

The Debtors will look to Gordon Arata to:

     a. represent the Debtors in any potential litigation that
        may arise in the context of Debtors' chapter 11 cases;

     b. represent the Debtors in all hearings and proceedings,
        including any arbitration proceedings, before any court
        or tribunal as may be necessary; and

     c. prepare all necessary applications, motions, briefs, and
        any other pleadings, and performance of all other legal
        services for the Debtors as may be necessary

Gordon Arata will charge for its legal services on an hourly
basis in accordance with its ordinary and customary hourly
rates, which are:

     Professional              Position     Billing Rate
     ------------              --------     ------------
     Howard E. Sinor, Jr.      Partner      $220 per hour
     J. Nicholas Graydon       Partner      $170 per hour
     David J. Messina          Partner      $190 per hour
     Wendy H. Robinson         Associate    $140 per hour
     Kendra D. Comiskey        Paralegal    $ 75 per hour

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.


BOOTS & COOTS: Sets Annual Shareholders' Meeting for August 19
--------------------------------------------------------------
Boots & Coots International Well Control, Inc. (Amex: WEL), has
scheduled its annual Shareholders Meeting for August 19, 2003.
The meeting will be held in Houston, Texas, with details
regarding the location and time forthcoming.

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.


BRIDGES.COM INC: Continues to Implement Restructuring as Planned
----------------------------------------------------------------
Bridges.com Inc. (TSX:BIT), North America's leading provider of
career and educational management solutions, reported results
for its first four months of fiscal 2003. The following message
is from Bridges' Chief Executive Officer, John Simmons.

     "This report summarizes Bridges' progress during the four-
month period ending March 31, 2003. This is the first interim
reporting period since our announcement on November 6, 2002,
that described plans to undergo a significant restructuring of
our business and to change the company's year-end to June 30th.
Through this period, much progress has been made but much still
remains to be done.

     "Our restructuring continues to be implemented as planned.
Over the past four months we have significantly reduced our
operating costs and overhead expenses. At the time of the
restructuring announcement, our annualized overhead and expense
levels were approximately $17 million per year. Currently,
annualized operating and overhead expenses are approximately
$14.5 million per year. These lower expenses were achieved
through staff reductions as well as efforts made to streamline
our business processes. Further declines in operating and
overhead expenses will be accomplished over the next few months
as we complete the restructuring, close our Ottawa, Ontario,
office and consolidate the majority of those job functions in
our Kelowna, British Columbia, head office.

     "This restructuring accompanies a continuous deterioration
in our key markets. The majority of our revenues are derived
from school districts that are funded by state education budgets
in the United States. As has been widely reported in the media,
many of these educational institutions are under severe budget
constraints, making it very difficult for our sales and
marketing departments to meet our revenue expectations. To
compound this difficulty, the rising value of the Canadian
dollar has steadily reduced the value to us of U.S. dollar
sales, which exceed 85% of our revenue.

     "In November, in addition to our restructuring, we
announced that Bridges would adopt fully ratable revenue
recognition for all of our subscription products beginning
December 1, 2002. This being the case, it is necessary to
compare the value of invoices issued in the current fiscal
period with that of the previous year in order to judge our
level of business activity. In the four-month period ending
March 31, 2003, we invoiced $2.9 million. This compares poorly
with the aggregate of invoices of $3.1 million issued in the
same period of 2002. This 7% decline is reflective of market
conditions and is similar to the sales experiences of other
education companies doing business in the United States.

     "Unfortunately, we expect this trend to continue through
the balance of this fiscal and calendar year. Our customers are
telling us that they expect to have restrictive budgets well
into 2004 and perhaps beyond. Given this, our major tasks
include making the most of each and every sales opportunity
while continuing to seek ways to streamline and simplify our
business processes to create efficiency. As said earlier, we
have accomplished much, but there is still much to do.

     "In spite of our sales decline, Bridges customers continue
to value our products and view us as a trusted and reliable
vendor. In the weeks and months ahead, it will be our task to
continue to earn this trust by meeting our customer service
requirements. At the same time, we recognize that our customers
have changing needs and priorities. Finding ways to provide new
products or services that satisfy these changing priorities is
our next goal. Our specific plans in this respect will be
brought forward in the very near term and well in time for
implementation in the next school year cycle.

     "All of us at Bridges continue to work diligently through
these difficult conditions. We do so because we know that what
we do matters. Our products and services support the efforts of
a large share of education professionals who aspire to help
young people improve achievement through the building and
implementing of solid plans for their futures. At the same time,
we know that we can and must do our work in a manner that
produces excellent financial results for our shareholders. In
our quest to meet these objectives, we appreciate the continued
support of our shareholders.

At March 31, 2003, the Company's balance sheet shows that its
total current liabilities exceeded its total current assets by
about $600,000, while its total shareholders' equity further
diminished to about $6 million as accumulated deficit ballooned
to $11 million.


CAM CBO I LTD: Fitch Slashes $21MM Class B Notes Rating to BB-
--------------------------------------------------------------
Fitch Ratings downgraded the following class of notes issued by
CAM CBO I Ltd.:

     -- $21,000,000 class B notes to 'BB-' from 'BBB-'.

CAM CBO I Ltd. is a collateralized bond obligation managed by
Conning Asset Management. The CBO was established in November
1998 to issue debt and equity securities and to use the proceeds
to purchase high yield bond collateral. The ratings of the class
A notes from this transaction are affirmed at 'AA-' and the
class C notes are affirmed at 'C'.

According to its April 30, 2003 trustee report, CAM CBO I Ltd.'s
collateral includes a par amount of $15.25 million (14.71%)
defaulted assets as well as another $14.77 million of 'CCC' or
below rated assets. The class A overcollateralization (OC) test
is currently at 137.6% with a trigger of 134%, the class B OC
test is currently at 107.9% with a trigger of 118%, and the
class C OC test is currently at 86% with a trigger of 107%. Due
to the failure of two of the OC tests, interest cash flows are
being captured and used to pay down the class A notes; this has
caused the class C notes to defer interest for the past several
payment periods. The deal is also paying down due to the end of
the revolving period which ended in December 2002.

In reaching its rating actions, Fitch reviewed the results of
its cash flow model runs after running several different stress
scenarios. Fitch will continue to monitor this transaction.


CARECENTRIC INC: March 31 Balance Sheet Upside-Down by $15 Mill.
----------------------------------------------------------------
CareCentric, Inc. (OTC Bulletin Board: CURA), a leading provider
of management information systems to the home health care
community, reports its financial results for the calendar
quarter ended March 31, 2003.  CareCentric reported a 4.3%
increase in revenues for the three months ended March 31, 2003
to $5.5 million against revenues of $5.3 million for the three
months ended March 31, 2002.  The Net Cash provided from
Operating Activities during the three months ended March 31,
2003 of $0.6 million represented a $1.8 million improvement when
compared against the Use of Net Cash in Operating Activities of
$1.2 million reported for the 1st quarter of 2002.  Net Income
for the three months ended March 31, 2003 was $0.4 million,
which represented an increase of $1.0 million over the Net Loss
of $0.6 million reported for the three months ended March 31,
2002.

CareCentric Inc.'s March 31, 2003 balance sheet shows a working
capital deficit of about $12 million, and a total shareholders'
equity deficit of about $15 million.

"Our first quarter results for 2003 when compared to the first
quarter of 2002 confirm the level of operating stability the
Company has achieved over the course of the last year," stated
John R. Festa, President and CEO of CareCentric.  "Our increase
in revenues in the first quarter was generated largely by our
maintenance service offerings while our new system sales ran
more slowly than expected.  New system sales trends have been
slow to improve as our customers remain involved in managing
implementation of HIPAA regulations, cost reduction efforts in
response to the 15% reduction in reimbursement rates and general
economic sluggishness."

Mr. Festa added, "While our comparative quarter results are
good, our objectives going forward remain clear.  We must excel
in all areas of customer satisfaction and aggressively work
towards the extension of our product enhancement activities and
development efforts for the new product platform. We continue to
solicit our customers' input towards those objectives through
the use of customer service satisfaction surveys and customer
advisory boards. Additionally, we are focused on greater
marketing efforts and the addition of more service offerings to
our customers to improve their satisfaction and capabilities in
the use of our products. "

"The Board remains pleased with the financial performance and
the actions taken by the Company," said John Reed, Chairman of
the Board of Directors. "The Company continues to push its
objectives to new levels and despite the sales softness is
continuing to meet its financial goals."

CareCentric provides information technology systems and services
to over 1,500 customers.  CareCentric provides freestanding,
hospital-based and multi- office home health care providers
(including skilled nursing, private duty, home medical equipment
and supplies, IV pharmacy and hospice) complete information
solutions that enable these home care operations to generate and
utilize comprehensive and integrated financial, operational and
clinical information.  With offices nationwide, CareCentric is
headquartered in Atlanta, Georgia.


CEDARA SOFTWARE: Regains Compliance with Nasdaq Listing Criteria
----------------------------------------------------------------
Cedara Software Corp., (Nasdaq:CDSW/TSX:CDE) has received a
notification from the staff of The Nasdaq Stock Market that it
has regained compliance with The Nasdaq SmallCap Market minimum
bid price requirement. In addition, the company has received a
determination from the Nasdaq Listing Qualifications Panel
granting the company a temporary exception from the
shareholders' equity requirement subject to meeting certain
conditions. The exception will expire on June 30, 2003. The
company's securities will continue to trade on The Nasdaq
SmallCap Market for the duration of the exception under the
symbol "CDSWC".

In the event the Company is deemed to have met the terms of the
exception, it will continue to be listed on The Nasdaq SmallCap
Market. There can be no assurance that the Company will meet
these terms. Should the Company's securities cease to be listed
on The Nasdaq SmallCap Market, they may continue to be listed in
the OTC-Bulletin Board in the United States and in Canada they
will continue to be listed on the Toronto Stock Exchange.

Management and the Board are currently evaluating their options
regarding the continued listing of the company's shares on The
Nasdaq SmallCap Market to determine which course of action is in
the best interests of the company's shareholders.

Cedara Software Corp. is a leading independent provider of
medical imaging software for many of the world's leading medical
devices and healthcare information technology systems companies.
Cedara has over 20,000 medical imaging installations worldwide.
Cedara's Imaging Application Platform (IAP) software is embedded
in 30% of magnetic resonance imaging (MRI) devices shipped each
year. Cedara's Picture Archiving and Communications Systems
(PACS) technology has been installed globally in over 4,300
workstations.

As of March 31, 2002, Cedara posted a working capital deficit of
about $4.7 million and a shareholders' equity deficit of $10
million.


CENTRAL PARKING: S&P Concerned about Weak Operating Performance
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on
Nashville, Tennessee-based Central Parking Corp., including the
company's 'BB' corporate credit rating, on CreditWatch with
negative implications. This means that the ratings could be
affirmed or lowered following the completion of Standard &
Poor's review.

Central Parking, a parking and transportation services provider,
had about $354 million of total debt outstanding at March 31,
2003.

"The CreditWatch listing reflects the company's weak operating
performance for the most recent quarter ended March 31, 2003,
and Standard & Poor's expectation for weaker than expected
credit protection measures in 2003," said Standard & Poor's
credit analyst David Kang. "What's more, Central Parking was not
in compliance with financial covenants in its $350 million
senior secured credit facility."

Revenues for the 12 months ended March 31, 2003 have remained
relatively flat compared with the previous year's figures;
however, lease-adjusted EBITDA margins have declined, falling to
22.4% from 26.4% the previous year, primarily because of the
continued weak economic environment and severe winter weather.
Credit protection measures were already somewhat weak for the
ratings, and the company's poor operating performance has
resulted in further weakening. Lease-adjusted EBITDA coverage of
interest expense for the 12 months ended March 31, 2003 was
about 1.6x, down from about 1.9x in the previous year. Standard
& Poor's had expected credit protection measures to improve
modestly over the next few years.

With regards to the covenant violation, the company has stated
that it is currently working closely with its lenders to secure
a waiver for the quarter prior to May 15, 2003. Before resolving
the CreditWatch listing, Standard & Poor's will continue to
monitor developments and meet with management to discuss the
company's prospects for recovery of its operating performance
and credit protection measures.


CKE RESTAURANTS: Annual Shareholders' Meeting Slated for June 17
----------------------------------------------------------------
CKE Restaurants, Inc. (NYSE: CKR) announced details relating to
its 2003 Annual Meeting of Stockholders.  A proxy statement has
been filed with the Securities and Exchange Commission and can
be viewed along with the 2003 Annual Report through the
Company's Web site at:

http://www.shareholder.com/cke/investors.cfm?pagetype=financials&reltype=fin

(choose "Annual Report" or "SEC Filings" within the navigation
bar).

  What:        CKE Restaurants, Inc. Annual Meeting of
               Stockholders

  When:        Tuesday, June 17, 2003 at 9:00 a.m. Central /
               10:00 a.m. Eastern / 7:00 a.m. Pacific Time

  Record Date: Stockholders of record on April 22, 2003 may
               vote.

  Where:       Chase Park Plaza Hotel, 212 North Kingshighway
               Blvd., St. Louis, Missouri or dial 913-981-5518
               (no passcode required) or over the Internet @
               http://www.shareholder.com/cke/medialist.cfm

  Contact:     Caroline Leakan, VP, Investor & Corporate
               Communications, CKE Restaurants, Inc. at
               805-898-8408

If you are unable to participate during the live event, a replay
will be made available for one week beginning two hours after
the end of the live call. To access the replay, dial 888-203-
1112 in the U.S. or 719-457-0820 outside of the U.S. (passcode:
207476) or go to http://www.shareholder.com/cke/medialist.cfm

CKE Restaurants, Inc., through its subsidiaries, franchises and
licenses, operates over 3,300 restaurants, including 987 Carl's
Jr. restaurants, 2,229 Hardee's restaurants, and 99 La Salsa
Fresh Mexican Grills in 44 states and in 14 countries.

As of January 31, 2003, the company's working capital deficit is
at $71,452,000 compared to $52,473,000 on January last year.

CKE Restaurants Inc.'s 9.125% bonds due 2009 (CKR09USR1) are
presently trading at 92 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=CKR09USR1for
real-time bond pricing.


CLARION TECHNOLOGIES: Reports Improved Results for First Quarter
----------------------------------------------------------------
Clarion Technologies, Inc. (OTC Bulletin Board: CLAR) announced
financial results for the fiscal period ended March 29, 2003.

Clarion's 2003 sales for the period were $22.18 million versus
$18.66 million in 2002.  Gross profit for the period in 2003
increased to 14.4% of sales versus 12.5% for the same period in
2002.  These improvements in revenue and margins were
attributable to sales growth from a significant consumer goods
customer and continued focus on operational performance.
Clarion's net income from continuing operations for this period
in 2003 was $600,000 versus a net loss of $1.87 million in 2002.

Clarion Technologies' President, Bill Beckman, commented, "We
are pleased to report these results, specifically a positive
bottom line.  The company has worked extremely hard over the
last 18 months to improve our operational performance, realign
our capital structure and obtain additional business. With
continuing sales growth and operational execution, we believe
Clarion is poised for continued improvement."

Clarion Technologies, Inc., whose December 28, 2002 balance
sheet shows a total shareholders' equity deficit of about $48
million, operates five manufacturing facilities in Michigan and
South Carolina with approximately 145 injection molding machines
ranging in size from 55 to 1500 tons of clamping force.  The
Company's headquarters are located in Grand Rapids, Michigan.
Further information about Clarion Technologies can be obtained
on the Web at http://www.clariontechnologies.com


COMDIAL CORP: March 31 Balance Sheet Upside-Down by about $1MM
--------------------------------------------------------------
Comdial Corporation (OTC Bulletin Board: CMDZ), a leading
provider of IP telephony and unified communications solutions,
reported financial results for the quarter ended March 31, 2003.
Net sales for the three months ended March 31, 2003 were $12.3
million compared to $12.3 million for the same period in 2002.
Earnings before interest, taxes, depreciation and amortization
("EBITDA") for the three months ended March 31, 2003 was $0.6
million.  Pro forma EBITDA for the three months ended March 31,
2002, which excludes $14.7 million of non-operational gains from
restructurings, was a loss of $0.6 million.  Net loss for the
three months ended March 31, 2003 was $1.3 million, compared to
net income of $12.1 million for the same period in 2002.  Net
loss on a pro forma basis for the three months ended March 31,
2002, which excludes $14.7 million of non-operational gains from
restructurings, was $2.6 million.

Comdial Corporation's March 31, 2003 balance sheet shows a total
shareholders' equity deficit of close to $1 million.

"Comdial's operational performance during the first quarter of
2003 was successful as evidenced by the positive EBITDA
contribution, despite the continuation of difficult economic
conditions in the global economy and Comdial's market place,"
said Nick Branica, Chief Executive Officer.  "The Company's full
suite of innovative and value-added products and services
combined with our aggressive approach to streamlining the cost
of operations positions Comdial for our next steps of growth and
profitability."

Comdial Corporation, headquartered in Sarasota, Florida,
develops and markets sophisticated communications solutions for
small to mid-sized offices, government, and other organizations.
Comdial offers a broad range of solutions to enhance the
productivity of businesses, including voice switching systems,
voice over IP, voice processing and computer telephony
integration solutions.  For more information about Comdial and
its communications solutions, visit http://www.comdial.com


CONSECO FINANCE: Moody's Affirms & Further Junks Note Ratings
-------------------------------------------------------------
Moody's Investors Service took rating actions on two note
classes issued by Conseco Finance Vehicle Trust 2000-B.

The agency lowered the ratings for Class A-3 asset backed notes
to Caa3 from Caa2 and affirmed its Caa2 rating to the company's
Class A-2 notes.

Moody's say that, "despite recent positive steps taken to
strengthen the transaction, pool performance continues to
deteriorate leading to increasing likelihood of losses on Class
A-2 and Class A-3 notes. The pool, which consists of loans
backed by commercial trucks and trailers, remains under-
collateralized by approximately $41 million."


CWMBS (INDYMAC): Fitch Affirms Two Class B-3 Notes at B/BB
----------------------------------------------------------
Fitch Ratings has upgraded one class and affirmed five classes
for the following CWMBS (IndyMac), Inc. residential mortgage-
backed certificates:

     CWMBS, Inc. (IndyMac) mortgage pass-through certificates,
                          series 1994-L

               -- Class B1 affirmed at 'AAA';

               -- Class B2 affirmed at 'AA' ;

               -- Class B3 affirmed at 'B' and removed from
                  Rating Watch Negative.

     CWMBS, Inc. (IndyMac) mortgage pass-through certificates,
                          series 1994-X

               -- Class B1 affirmed at 'AAA';

               -- Class B2 upgraded to 'AAA' from 'AA';

               -- Class B3 affirmed at 'BB' and removed
                  from Rating Watch Negative.

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


DAISYTEK INT'L: Appoints Eric T. Logan as Interim CFO
-----------------------------------------------------
Daisytek International Corp. (Nasdaq:DZTK) has appointed Eric T.
Logan interim chief financial officer, effective immediately.
Previously, Logan had served as senior vice president and CFO
for the company's U.S. subsidiaries.

"Eric has extensive knowledge of our industry and a proven track
record with Daisytek, and I'm confident that he will do a
terrific job in his expanded role," stated Dale Booth, interim
president and CEO.

Logan, 37, joined Daisytek in 2002. Previously, he was vice
president of finance and planning for CompX International.
Previous experience includes positions with Ameriserve, Frito-
Lay, Inc., and The Quaker Oats Company. Logan received a BSEE
degree, magna cum laude, from the University of Missouri and
holds an MBA in finance from the J.L. Kellogg Graduate School of
Management at Northwestern University.

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

Daisytek filed for Chapter 11 reorganization on May 7, 2003
(Bankr. N.D. Texas Case No. 03-34762). Daniel C. Stewart, Esq.,
Paul E. Heath, Esq., and Richard H. London, Esq., at Vinson &
Elkins LLP, represent the Debtors in these proceedings.


DIRECTV: Judge Walks Approves Protiviti's Engagement as Auditors
----------------------------------------------------------------
U.S. Bankruptcy Court Judge Walsh approves Protiviti's
employment as DirecTV Latin America, LLC's auditors effective
March 18, 2003 on these terms:

A. Protiviti's $250,000 retainer is approved, but will be
   Applied to Protiviti's first invoice rather than the final
   invoice; and

B. The indemnification provisions of the Consulting Agreement
   and Attachment 1 are approved, subject to:

   (1) the Debtor is authorized to indemnify Protiviti, in
       accordance with the Consulting Agreement and Attachment
       1 for any claims arising from, related to, or in
       connection with Protiviti's prepetition performance of
       the services described in the Consulting Agreement;

   (2) the Debtor is authorized to indemnify Protiviti for any
       claim arising from, related to, or in connection with
       Protiviti's postpetition performance of any services
       other than the services described in the Consulting
       Agreement unless other postpetition services and
       indemnification are approved by the Court;

   (3) the Debtor has no obligation to indemnify Protiviti, or
       provide contribution or reimbursement to Protiviti, for
       any claim or expense that is either:

       -- judicially determined to have arisen from Protiviti's
          gross negligence or willful misconduct; or

       -- settled prior to the judicial determination as to
          Protiviti's gross negligence or willful misconduct,
          but determined by this Court to be a claim or expense
          for which Protiviti should not receive indemnity,
          contribution or reimbursement under the terms of the
          Consulting Agreement as modified by this Order; and

   (4) if, before the earlier of (i) an entry of an order
       confirming a Chapter 11 Plan in this case, and (ii) the
       entry of any order closing this Chapter 11 case,
       Protiviti believes that it is entitled to the payment of
       any amounts by the Debtor on account of the Debtor's
       indemnification, contribution or reimbursement
       obligations under the Consulting Agreement, including
       without limitation, the advancement of defense costs,
       Protiviti must file an application in this Court, and the
       Debtor may not pay the amounts to Protiviti before the
       entry of a Court order approving the payment.  This is
       intended only to specify the period of time under which
       the Court will have jurisdiction over any request for
       fees and expenses by Protiviti for indemnification,
       contribution or reimbursement and not a provision
       limiting the duration of the Debtor's obligation to
       indemnify Protiviti.

                       *     *     *

As auditing consultants, Protiviti will:

  (a) provide assistance to DirecTV's management in various
      areas including, but not limited to, providing additional
      staff as needed to prepare accounting and other
      information related to the bankruptcy filing;

  (b) analyze accounting information DirecTV's systems
      produced and processes for completeness and accuracy and
      render a report regarding the same; and

  (c) perform internal auditing to identify potential
      weaknesses in internal accounting controls and develop
      recommendations for improvement.

Phillip Fretwell will be the primary Protiviti professional for
this engagement.

In exchange for the auditing services, DirecTV will pay
Protiviti on these hourly rates:

    Managing Directors         $450
    Directors                   350
    Managers                    275
    Seniors                     150 - 200
    Staff                       115 - 135

Protiviti will also seek reimbursement of their actual,
necessary expenses and charges. (DirecTV Latin America
Bankruptcy News, Issue No. 6; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


ENCOMPASS SERVICES: Wants to Pay $1.2MM Wellspring Break-Up Fee
---------------------------------------------------------------
Concurrent with the sale of the Residential Services Group's
assets, Encompass Services Corporation, its debtor-affiliates
and Wellspring Capital Management LLC entered into a due
diligence agreement, which further describes the terms of a
$1,200,000 break-up fee and expense reimbursement that the
Debtors propose to pay Wellspring.

At the Debtors' request, Judge Greendyke approves the Due
Diligence Agreement, including the Break-Up Fee and Expense
Reimbursement provisions.

Wellspring will be entitled to reimbursement for its actual
costs and expenses, including reasonable professional fees,
incurred in connection with the Proposed Sale, not to exceed
$300,000 if, from March 28, 2003 to April 9, 2003 -- the Due
Diligence Period -- and before the execution of a definitive
agreement for the purchase and sale of the Residential Debtors'
assets:

  (a) the Debtors abandon the Proposed Sale for any reason
      within their control, other than as a result of a material
      breach by Wellspring or its affiliates of any of their
      obligations under the Letter of Intent;

  (b) Wellspring abandons the Proposed Sale based on the
      Debtors' active solicitation or initiation of discussions
      or negotiations with a third party other than Wellspring
      or its affiliates in contravention of the terms of the
      Due Diligence Agreement, with respect to an investment in
      or acquisition of the Residential Debtors; or

  (c) the Debtors directly or indirectly enter into any letter
      of intent or agreement in principle with one or more
      entities other than Wellspring or its affiliates with
      respect to an investment in, or acquisition of, the
      Residential Debtors, unless the letter of intent or
      agreement is entered into after a written notice by
      Wellspring that it is unwilling to proceed with the
      Proposed Sale.

After Wellspring and the Debtors execute a Purchase and Sale
Agreement, if the Debtors fail to satisfy any closing condition
under the Purchase Agreement, other than any condition requiring
certain members of the Debtors' management to execute employment
agreements with Wellspring or its designee and the Proposed Sale
does not close as a result, the Debtors will also reimburse
Wellspring for its actual costs and expenses, including
reasonable professional fees, up to a $600,000 maximum, incurred
in connection with the Proposed Sale.  The payment of any fees
or expenses pursuant to this provision will be in lieu of, and
not in addition to, any amount paid or payable.

Wellspring will be entitled to receive a $1,200,000 Break-Up Fee
payment from the Debtors in the event, after the parties execute
the Purchase Agreement, the Debtors transfer the Residential
Debtors' stock or assets to any entity other than Wellspring
including, any creditor, in or as a result of any circumstance
other than:

  (a) a material breach by Wellspring of any of its obligations
      under the Purchase Agreement;

  (b) Wellspring's failure to satisfy any closing conditions and
      the Proposed Sale does not close as a result; or

  (c) the delivery by Wellspring to the Debtors of a written
      notice stating its unwillingness to proceed with the
      Proposed Sale.

Deductions will be made for any amounts previously received by
Wellspring from the Break-Up Fee.

The Expense Reimbursement and Break-Up fee will be accorded
administrative expense priority pursuant to Sections
503(b)(1)(a) and 507(a)(1) of the Bankruptcy Code.  However, the
right of any party to seek surcharge against the Residential
Debtors' assets or any proceeds equal to any Expense
Reimbursement and Break-Up Fee paid to Wellspring or to
otherwise request that the amounts be paid from any sale
proceeds will not be prejudiced. (Encompass Bankruptcy News,
Issue No. 12; Bankruptcy Creditors' Service, Inc., 609/392-0900)


ENRON CORP: Board Votes to Create New International Company
-----------------------------------------------------------
Enron Corp.'s Board of Directors has elected to create a new
international energy company comprised of the majority of its
international energy infrastructure businesses and to terminate
the sales effort associated with its interests in those
businesses.

The new company, temporarily referred to as "InternationalCo,"
is expected to be governed by an independent board of directors
and given protection from joint and several Enron group
liabilities associated with the Enron bankruptcy.

It is anticipated that shares of InternationalCo would be
distributed to creditors in connection with implementation of
the company's plan of reorganization. The formation of
InternationalCo will require various board, bankruptcy court and
other approvals, as well as the consent of the Official
Unsecured Creditors' Committee.

"After an extensive auction process and review, we determined
that moving forward with InternationalCo was the best way to
maximize value, which ultimately will be distributed to our
creditors," said Stephen F. Cooper, Enron interim CEO. "We have
continued to work with Enron's Creditors' Committee throughout
the process and, under the current circumstances, they are
supportive of this decision."

InternationalCo is expected to hold all or a portion of Enron's
interests in its international electric and natural gas
utilities and pipelines including Elektro, SK-Enron, Cuiaba,
Vengas, Trakya, the Bolivia to Brazil Pipeline and Transredes,
Nowa Sarzyna and interests in several other energy
infrastructure businesses located primarily in Central and South
America and the Caribbean.  A detailed listing of the entities,
and Enron's ownership interests in them, can be viewed at
http://www.enron.com/corp/pressroom/icoassets.html

The transfer of these interests to InternationalCo is subject to
various third-party, lender and regulatory consents and
approvals. Enron reserves its rights to remove any of these
interests from InternationalCo and to add interests in other
international energy infrastructure businesses to
InternationalCo.

As previously announced, Enron's board voted last month to move
forward with the creation of a new pipeline operating entity,
which includes Enron's interests in Transwestern Pipeline
Company, Citrus Corp. and Northern Plains Natural Gas Company.
Enron also is continuing with the auction process for the sale
of certain major assets, including Portland General Electric
Company, EcoElectrica, Sithe/Independence Power Partners, and
Compagnie Papiers Stadacona, as well as other assets in the
Enron estate. Enron's Internet address is http://www.enron.com

DebtTraders reports that Enron Corp.'s 9.875% bonds due 2003
(ENRN03USR3) are trading at about 18 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=ENRN03USR3
for real-time bond pricing.


ENRON CORP: ENA Sues Macromedia & NJMGI to Recover $12 Million
--------------------------------------------------------------
Enron North America Corporation seeks a declaratory relief and
payment of $11,883,784, excluding interest, that is property
belonging exclusively to ENA's estate from Macromedia Inc. and
North Jersey Media Group, Inc.

                        Macromedia Agreement

On October 14, 1998, ENA's predecessor-in-interest, Enron
Capital & Trade Resources Corp. entered into the Macromedia ISDA
Master Agreement with Macromedia.  The Macromedia ISDA Master
Agreement provided that the parties would enter into one or more
transactions to be governed by the Macromedia ISDA Master
Agreement.

Accordingly, the parties entered into a financial derivative
transaction that was terminated as of November 10, 2001.  The
transaction was replaced with a separate swap agreement
effective January 3, 2001.  The Replacement Transaction
indicated that the Macromedia ISDA Master Agreement governed it.
Moreover, the Replacement Transaction obligated Macromedia to
pay a fixed price for a specified quantity of pulp and paper
products from ENA for specified price over the course of several
years.

Melanie Gray, Esq., at Weil, Gotshal & Manges LLP, in New York,
relates that on February 27, 2002, Macromedia notified ENA that
is was terminating the agreement effective February 28, 2002,
pursuant to the Macromedia ISDA Master Agreement.  Macromedia
cited ENA's bankruptcy filing as an event of default.

Pursuant to the Macromedia ISDA Master Agreement, the
terminating party is obligated to make a calculation of the
Termination Payment.  Macromedia has yet to calculate a
Termination Payment. Thus, ENA calculated the Termination
payment and provided Macromedia with this calculation and
demanded payment of the money owed by Macromedia to ENA on
January 9, 2003.  ENA has calculated that Macromedia currently
owes ENA $11,823,533, plus interest.

On January 21, 2003, Macromedia responded to the January 9
letter and asserted that certain provisions of the Macromedia
ISDA Master Agreement entitled Macromedia to suspend its
obligations to make a Termination Payment to Macromedia.  In
fact, Macromedia threatened, both orally and in writing, that it
will improperly invoke the Macromedia ISDA Master Agreement's
setoff provision, which purports to allow Macromedia to setoff
amounts owed to ENA against amounts ENA's affiliate, Enron
Energy Services, Inc. allegedly owes to Macromedia's current
affiliate, Bergen, under a separate contract.

Ms. Gray points out that this non-mutual set-off of debts under
the Macromedia ISDA Master Agreement is invalid and
unenforceable since neither EESI, nor Bergen are signatories to
the Macromedia ISDA Master Agreement and have never provided ENA
with any consideration for the purported right to set off non-
mutual debts.  Similarly, Macromedia's affiliates never provided
ENA with any consideration allowing for the transfer of claims
for non-mutual set-off purposes.

Ms. Gray notes that Macromedia's January 21 letter also attempts
to justify its conduct by alleging that ENA fraudulently induced
Macromedia to enter into the ISDA Master Agreement by
misrepresenting its financial condition.  As a result,
Macromedia contends that it is entitled to rescind the
Macromedia ISDA Master Agreement and all underlying Transactions
entered into pursuant to the agreement.

According to Ms. Gray, each of Macromedia's allegations and
excuses is without merit and is nothing more than an attempt to
avoid its payment obligations to ENA.  However, Macromedia's
purported justification for its conduct implicates core issues
that should be decided by this Court and not by an arbitrator.

                       North Jersey Agreement

As part of its ordinary course of business as a wholesale
commodities marketer and broker, ENA entered into contractual
relationships with a variety of companies for the sale of pulp,
paper and wood products.  Among those ENA was in contract with
is North Jersey, a purported Macromedia affiliate.

Ms. Gray tells Judge Gonzalez that one common contractual
arrangement ENA has to establish the parties' rights, duties and
obligations for the purchase and sale of pulp and paper
products, was the use of a variety of general terms and
conditions annexed to a particular commodity transactions, like
the Affiliate Agreements.  However, the specific terms related
to the purchase and sale of pulp and paper products were
separately bargained for and agreed to by the parties and were
memorialized in "confirmation letters" that afforded ENA the
right to buy and sell pulp and paper products for either a
specified or index price on a date certain in the future.

ENA and North Jersey agreed to the terms of the Enron Industrial
Markets General Terms and Conditions for All Commodities to
govern numerous Transactions.  This EIM GTCs contain a provision
that purports to allow North Jersey to set-off non-mutual debts.
Ms. Gray reports that North Jersey has never sent ENA a letter
terminating the Affiliate Agreements, including all pending
Transactions.  However, North Jersey breached the Affiliate
Agreements when it failed to pay ENA $60,251 owed as accounts
receivable, plus allowable interest for paper products delivered
and invoiced postpetition.

Accordingly, ENA demanded that North Jersey pay the owed sums.
In the alternative, by way of this Complaint, ENA demands that
North Jersey pay ENA the accounts receivable due and owing under
the Affiliate Agreements.

On October 15, 2002, Bergen filed a proof of claim against EESI
for $850,053.  ENA objects to this proof of claim to the extent
that Macromedia or North Jersey attempt to setoff any amounts
owed to ENA under the terms of the Macromedia ISDA Master
Agreement or the Affiliate Agreements.

Accordingly, ENA asks the Court for a judgment:

    (a) compelling Macromedia's turnover of the ENA estate's
        property pursuant to Section 542 of the Bankruptcy Code
        amounting to $11,826,533, plus interest owed thereon;

    (b) declaring Macromedia's violation of the automatic stay
        provided for by Section 362 of the Bankruptcy Code when
        it exercised control over estate property when it
        wrongfully suspended performance and withhold property
        due under the Macromedia ISDA Master Agreement;

    (c) declaring that Macromedia is attempting to improperly
        obtained secured creditor status resulting from an
        unsecured claim in violation of Section 506 of the
        Bankruptcy Code by virtue of its attempt to set off
        non-mutual debts;

    (d) declaring that Macromedia's purported set-offs of
        amounts owed to its affiliates are invalid and
        unenforceable pursuant to Section 553(a) of the
        Bankruptcy Code or, in the alternative, declaring that
        Macromedia is not entitled to enforce the Macromedia
        ISDA Master Agreement as a Square Setoff Provision;

    (e) declaring that any claim by Macromedia based on
        allegations of fraud in the inducement and rescission of
        the Macromedia ISDA Master Agreement is a core issue
        involving estate property as provided for by Section 541
        of the Bankruptcy Code;

    (f) declaring that Macromedia is not entitled to rescission
        of the Macromedia ISDA Master Agreement since it cannot
        establish the elements of fraud in the inducement,
        cannot establish to the equitable remedy of rescission
        and cannot establish that it has not ratified the
        Macromedia Master Agreement and therefore waived any
        right to rescission after receiving knowledge of the
        alleged fraudulent acts;

    (g) declaring that the arbitration provision in the
        Macromedia ISDA Master Agreement should not be enforced
        as the dispute over the setoff and default provisions in
        the Macromedia ISDA Master Agreement implicate numerous
        substantive core Bankruptcy Code issues;

    (h) declaring that Macromedia's failure to pay a termination
        payment is a breach of contract, which entitles ENA a
        $11,823,533 payment, plus interest;

    (i) declaring that Macromedia's unjust enrichment
        substantially damaged ENA in an amount to be determined
        at trial;

    (j) compelling North Jersey's turnover of property pursuant
        to Section 542 of the Bankruptcy Code amounting to
        $60,251, plus interest;

    (k) declaring that North Jersey violated Section 506 of the
        Bankruptcy Code when it attempted to improperly obtained
        secured creditor status resulting from an unsecured
        claim;

    (l) declaring that North Jersey's purported set-offs of
        amounts owed to its affiliates are invalid and
        unenforceable pursuant to Section 553(a) of the
        Bankruptcy Code;

    (m) declaring that the arbitration provisions in the EIM
        GTCs should not be enforced;

    (n) declaring that North Jersey's failure to pay accounts
        receivable amounting to $60,251 for paper products
        delivered and invoiced prepetition and owed to ENA under
        the terms of the Affiliate Agreements is a breach of
        contract;

    (o) declaring that North Jersey's unjust enrichment
        substantially damaged ENA in an amount to be determined
        at trial;

    (p) awarding ENA interest; and

    (q) awarding ENA its attorneys' fees and other expenses
        incurred in this action. (Enron Bankruptcy News, Issue
        No. 64; Bankruptcy Creditors' Service, Inc., 609/392-
        0900)


ENVIRONMENTAL SOLUTIONS: Red Ink Flows in First Fiscal Quarter
--------------------------------------------------------------
Environmental Solutions Worldwide, Inc. (ESW) (OTCBB:ESWW), a
company that develops, manufactures, and sells environmental
technologies, announced the results for its first fiscal quarter
ended March 31, 2003.

Revenue for the first quarter that ended March 31, 2003 was
$547,446 compared to $393,318 for the same period ended March
31, 2002. Net loss from operations for the 3 months period ended
March 31, 2003 was $114,916 compared to $485,225 for the 3
months period ended March 31, 2002, a decrease of $370,309 or
greater than a 400% improvement.

Revenue for the first quarter ended March 31, 2003 was $547,446
compared to $364,493 for the last quarter of 2002 ended
December 31, 2002. The loss for the three months period ended
March 31, 2003 was $114,916 compared to $268,955 in Q4 2002, a
decrease of $154,076 and greater than 200% improvement.

Mr. Donohoe, the Company's CEO, President and Chairman stated,
"ESW continues to execute on its previous stated sales strategy
in favor of high volume customers needing catalyzed substrates.
We are pleased with our continued improvement in all of our
comparative results, and feel that these results further
demonstrate the company's commitment to its newest business
disciplines and our march towards profitability. ESW continues
to establish relationships with outside catalytic converter
assemblers that manufacture and sell ready to install converters
incorporating our proprietary diesel and gas/petrol catalyzed
substrates. Our after-market and retrofit activities continue to
increase as demand for our products increases, and individual
customers tests continue to yield positive results. Our
substrates and boutique products are gaining wider acceptance
because our substrate component sizes are flexible and can be
produced to the exact dimensions of existing products being
used, and our products performance continues to produce better
than required results."

Mr. Donohoe further remarked, "The Company continues to provide
certification services and assist our customers in acquiring
EPA/CARB certifications using the ESW technology. These same
certification customers are now purchasing ESW products and for
the first time, we are starting to gain a same-store sales
dynamic, and the synergies that we had anticipated between
certification customers and product consumers, are now starting
to take place."

In accordance with the Chairman-CEO Letter of October 2002 and
the Company's Shareholder-Awareness commitment, CEOcast will be
interviewing John Donohoe tomorrow. This is the second such
interview and this procedure will continue to take place
quarterly, in lieu of an analyst/shareholder conference call
that was discussed in that 2002 letter. The replay of this
interview will be available on Thursday May 15th 2003 and can be
accessed on the ESW Web site at http://www.cleanerfuture.comor
by logging on to CEOcast at http://www.ceocast.comand clicking
on Environmental Solutions Worldwide on the right side of the
screen.

With headquarters in Telford, Pennsylvania Environmental
Solutions Worldwide is a publicly traded research and
development company engaged through its subsidiaries in the
design, development, manufacture and sale of environmental
technologies currently focused on the international automotive
and transportation industries. ESW manufactures and markets a
line of catalytic emission control products and catalytic
conversion technologies for a multitude of applications.

For updated information, please visit the Company's Web site at:
http://www.cleanerfuture.com

As reported in Troubled Company Reporter's April 7, 2003
edition, the Company said that while it seeks to achieve viable
operations, it may still need to obtain either additional equity
or debt financing to enable it to sustain the level of
operations that it believes will be necessary to achieve and
maintain profitable operations.

On February 28, 2003, the Company's independent auditors
directed their Auditors Report to Environmental Solutions' Board
of Directors.  Because, "the Company has suffered recurring
losses from operations and lacks a sufficient source of revenue,
which raises substantial doubts about its ability to continue as
a going concern," the Auditors say.


EXIDE TECHNOLOGIES: Wins New Supply Pact from Dazon Motorcycles
---------------------------------------------------------------
Exide Technologies (OTC Bulletin Board: EXDTQ), a global leader
in stored electrical-energy solutions, has secured a new
original equipment supply agreement with Dazon Motorcycles.
Dazon, based in Tempe, Arizona, is a manufacturer and marketer
of motor scooters, motorcycles, all terrain vehicles and
generators.  According to the terms of the agreement, Exide is
the exclusive supplier to Dazon, providing Champion branded
motorcycle batteries to this new customer.

"Exide has a reputation for providing the highest quality
batteries in the industry, and with the projected growth that we
are going to enjoy in the U.S. market, it was crucial for us to
select a manufacturer with the capability to provide us with the
quality and quantity that we require," said Mike Siglar,
National Sales Director for Dazon.

Dazon vehicles are built in China, shipped to the U.S. and
fitted with batteries before they go on the market in U.S.
distributorships.  The company plans to open 125 U.S.
dealerships -- selling some 6,000 vehicles by the end of 2003 --
and expects to have 11,000 vehicles on U.S. roads by the end of
2004.   While motorcycles and ATVs will be standard part of the
company's product line, Dazon intends to make a splash in the
market with its line of sporty motor scooters.

Scooters have been a staple of transportation in Europe and Asia
for decades, and now are enjoying renewed popularity in the U.S.
According to the trade group, Motorcycle Industry Council,
Americans bought 50,000 motor scooters in 2001, as compared to
25,000 vehicles in 1999. Early 2002 reports showed an increase
in scooter sales by almost 40 percent despite the caution of
consumers in an uncertain economy.

Starting in July of this year, Dazon will expand its U.S.
product line from scooters and ATVs to motorcycles, which,
according to MIC, have been selling in record numbers for 10
consecutive years.  In 2001, the industry sold more than 850,000
new motorcycles, and in 2002, more than 937,000 of the
two-wheelers.

"Our new alliance with Dazon is the result of our ability to
deliver consistent, world-class products and customer service,"
said Craig H. Muhlhauser, Chairman and CEO of Exide
Technologies.  "As Dazon's presence expands, we will support the
company in achieving its goal of increased U.S. market
penetration."

Exide Technologies, with operations in 89 countries and fiscal
2002 net sales of approximately $2.4 billion, is one of the
world's largest producers and recyclers of lead-acid batteries.
The company's two global business groups - transportation and
industrial energy -- provide a comprehensive range of stored
electrical energy products and services for industrial and
transportation applications.

Transportation markets include original-equipment and
aftermarket automotive, heavy-duty truck, agricultural and
marine applications, and new technologies for hybrid vehicles
and 42-volt automotive applications.

Industrial markets include network power applications such as
telecommunications systems, fuel-cell load leveling, electric
utilities, railroads, photovoltaic (solar-power related) and
uninterruptible power supply, and motive-power applications
including lift trucks, mining and other commercial vehicles.

Further information about Exide, its financial results and other
information is available at http://www.exide.com

Exide Technologies' 10% bonds due 2005 (EXDT05FRR1) are trading
at about 15 cents-on-the-dollar, says DebtTraders. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=EXDT05FRR1
for real-time bond pricing.


FAIRCHILD CORP: Seeking New Financing to Pursue New Acquisitions
----------------------------------------------------------------
The Fairchild Corporation (NYSE:FA) is continuing to investigate
how best to redeploy its cash in opportunities which will enable
it to build a strong industrial company for the long term.

The Company reported a net loss of $7.6 million for its third
quarter ended March 30, 2003. Fairchild's cash and investments
were $133.7 million at March 30, 2003, as compared to $21.1
million at June 30, 2002. Fairchild has also successfully
reduced its debt by $488.3 million, to $3.5 million on March 30,
2003, as compared to $491.8 million on June 30, 2002.

These efforts reflect the sale of Fairchild's fastener business
to Alcoa for $657 million in cash, which was completed on
December 3, 2002.

The Company announced it has entered into discussions with a
lender to receive a 10-year, non-recourse, fixed rate, term loan
financing on its shopping center at interest rates currently
approximating 5.8%.

The Company estimates that it will receive approximately $50.0
million of cash which, combined with the available funds from
its cash and investments, equity, and additional financing the
Company believes it can raise, will be available to fund
acquisitions.

Eric Steiner, President and Chief Operating Officer of The
Fairchild Corporation, stated: "We are pursuing acquisition
opportunities in a variety of industries and locations. Based
upon our experience with industrial companies and our prior
acquisitions, we expect that these efforts will increase
shareholder value".

The Fairchild Corporation is engaged in the aerospace
distribution business which stocks and distributes a wide
variety of parts to aircraft operators and aerospace companies
providing aircraft parts and services to customers worldwide.
The Fairchild Corporation also owns and operates a shopping
center located in Farmingdale, New York.

Additional information is available on The Fairchild Corporation
Web site at http://www.fairchild.com

As reported in Troubled Company Reporter's December 6, 2002
edition, Standard & Poor's Ratings Services' corporate credit
rating on Fairchild Corp., (B/Watch Dev./--) remains on
CreditWatch with developing implications, where it was placed on
July 17, 2002.


FLEMING COS.: Wants More Time to File Schedules and Statements
--------------------------------------------------------------
Fleming Companies, Inc., and its debtor-affiliates are the
largest multi-tier distributor of consumable goods in the United
States, selling products to approximately 45,000 locations,
including, but not limited to, supercenters, discount stores,
convenience stores, drug stores and supermarkets.  These
consumable products include a variety of general merchandise,
health and beauty care, groceries, produce, and numerous other
items.  The products are purchased from a diverse group of
vendors.  Certain of the Debtors also operate retail grocery and
convenience stores.

There are 29 debtors and over 250,000 potential creditors.
Separate Schedules of Assets and Liabilities and Statements of
Financial Affairs -- required of all debtors under 11 U.S.C.
Sec. 521(1) -- will be filed for each of the Debtors on a
deconsolidated basis.  The conduct and operation of the Debtors'
business require the Debtors to maintain voluminous books and
records and a complex accounting system.  Due to the number of
Debtors, the number of creditors, the complexity of their
businesses, and the diversity of their operations and assets,
it's impossible to produce and deliver coherent and complete
Schedules and Statements within the first 30 days of these
bankruptcy proceeding.

Thus, the Debtors ask the Court to extend their deadline to file
Schedules and Statements to July 1, 2003.

Extensions like this are routinely granted in large Chapter 11
cases.  The benefit the extension will produce is increased
accuracy in the Debtors' Schedules and Statements.

At present, the Debtors are still in the process of assembling
the information necessary to complete the Schedules and
Statements.  The extension will provide sufficient time to
prepare and file the Schedules and Statements.

The Office of the United States Trustee has advised the Debtors
that it will not oppose this request on the condition that the
Debtors will not seek any further extensions.  The Debtors agree
that they will not seek further extensions and will file their
Schedules and Statements no later than July 1, 2003.

The Court will convene a hearing on May 19, 2003 to consider the
Debtors' request.  By application of Del.Bankr.LR 9006-2, the
filing deadline is automatically extended through the conclusion
of that hearing. (Fleming Bankruptcy News, Issue No. 4;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


FOOTMAXX HOLDINGS: Dec. 31 Balance Sheet Upside-Down by $12.6MM
---------------------------------------------------------------
Footmaxx Holdings Inc., a Canadian owned company and one of
North America's leading suppliers of corrective foot orthotics,
and diagnostic systems, announced that:

Footmaxx had record sales and ("EBITDA") for the three and 12
months ended December 31, 2002.

Sales in the fourth quarter of 2002 were $3,756,934, indicating
growth of $210,479 or 5.9% compared to the same period of 2001.
Sales continue strong for both Canadian and US markets for
custom orthotics, which is the Company's key product.

Total year 2002 sales increased by 11.1%, to $15,397,253, which
is $1,546,551 ahead of the $13,850,702 achieved for total 2001.
Sales in our two largest markets US and Canada increase
respectively by 13% and 7%. The increase in sales is due to
increased sales of new product lines introduced through 2001 and
continued growing market acceptance of Footmaxx technology.

Gross profit earned on sales during the fourth quarter of 2002
was $2,042,367 or 54.4% of sales, compared to $2,006,516 or
56.5% for the same period in 2001.

Total 2002 gross profit increased by 13.2%, to $8,658,515, which
is $1,015,717 ahead of the $7,642,798 achieved in 2001. Gross
profit margin increased by 1% to 56.2% in 2002, as compared to
55.2% for 2001. Increase in gross profit is due to the economies
of scale and leverage derived from increased volumes, through
the manufacturing operations. This has resulted in a sales
increase of $1,547 million, contributing an increase in gross
profit of approximately $1.0 million.

Fixed expenses for the fourth quarter 2002 increased by $439,080
to $2,207,389, from the $1,768,309 for the same period in 2001.
Year to date fixed expenses were $7,583,882, versus $6,977,181
in 2001, an increase of $606,701. This increase includes one
time costs of approximately $300,000 related to refinancing
activities carried out by the Company in 2002 and an incremental
$300,000 spent on software development and sales promotion
activities.

Footmaxx continues to dramatically improve its operating
performance. Lenny Simak President and CEO of Footmaxx stated
that, "2002 has been a milestone year for Footmaxx. In 2002
Footmaxx achieved positive earnings from operations, for the
first time in its short history. It is also the third
consecutive year, of significant growth and improvement in
profitability". Fourth quarter 2002 earnings before interest,
taxes and depreciation and amortization ("EBITDA") increased by
$319,451 to $581,283 as compared to $261,832 in 2001. Year 2002
EBITDA increased by $1,112,556 to $2,158,145, as compared to
EBITDA of $1,045,589 for 2001. An increase in gross profit and a
small increase in fixed expenses, accounted for $409,016 of the
improvement. The discount on the debenture retirement resulted
in an additional $1.0 million improvement to EBITDA for 2002.

Net income for year improved by $1,546,162, to a small net loss
of $56,322. Net income in 2001 was a loss of $1,602,484. The net
impact of the discount on debentures, which was $750,000, plus
the decrease in interest expense of $250,000 accounted for $1.0
million of the improvement. Most of the balance of the
improvement was the result of the gross profit improvement of
$1.0 million being offset by the $600,000 increase in fixed
expenses.

Earnings per share were $0.00 cents for the quarter, compared to
a loss of $0.01 for the same period in 2001. Earnings per share
in 2002, is $0.00 versus a $0.04 loss per share for the same
period in 2001.

At December 31, 2002, the Company's balance sheet shows a total
shareholders' equity deficit of about $12.6 million.

The new restructured financing required certain debt ratio
covenants and profit covenants. The company met all of its debt
covenants as per the Penfund financing agreement. The Company
did not meet its ("EBITDA") covenants for December 31, 2002, as
it relates to the Royal Bank line of credit. The Bank has
provided a tolerance letter to March 31, 2003. As at March 31,
2003, management has performed the covenant calculation and
found the Company to be in compliance.

Footmaxx produces and globally markets high quality, state-of-
the-art foot orthotics. Footmaxx's proprietary software uses
advanced computer techniques to produce individually prescribed
and technologically superior foot orthotics which reduce foot,
knee, hip and lower back pain and enhance both the comfort and
performance level of the wearer.


FOSTER WHEELER: March 28 Net Capital Deficit Widens to $801 Mil.
----------------------------------------------------------------
Foster Wheeler Ltd. (NYSE: FWC) reported a net loss for the
first quarter of 2003 of $19.8 million, compared to a net loss
of $176.1 million, for the same quarter last year. Revenues for
the first quarter of 2003 totaled $810.9 million compared to
$806.0 million in the first quarter of last year. Higher
revenues in the European engineering and construction and energy
businesses more than offset slowdowns in the North American
operating units and the reduced revenues resulting from selling
substantially all of the assets of Foster Wheeler Environmental
Corporation in early March.

"One of our key goals for 2003 is to generate operating EBITDA,
which we expect to be approximately 30 percent higher than the
average we achieved over the last three years, and the first-
quarter operating results are on track. However, this quarter
also included a significant level of planned restructuring
spending," said Raymond J. Milchovich, chairman, president and
chief executive officer. "Our cash balance increased during the
quarter, although we anticipate some level of future outflows
due to the timing of cash flows for certain projects in our
portfolio."

The net loss for the first quarter included several items
related to the company's realignment of its operations. The
company completed the sale of substantially all of the assets of
FWENC and recognized a gain of $15.3 million and charges of
$21.1 million for revisions to the estimates on environmental
contracts that were retained. In addition, $18.4 million of
planned pre-tax expenses were incurred this quarter for
professional fees, severance and other expenses related to the
company's ongoing restructuring.

Cash balances worldwide at the end of the quarter were $473
million, compared to $429 million at year-end, and $423 million
at the end of the first quarter of 2002. As of March 28, 2003,
the company's indebtedness was $1.1 billion, essentially
unchanged from year-end 2002 and the end of the first quarter of
2002. On March 7, 2003, the company received approximately $80
million in net cash proceeds from the FWENC transaction. During
the quarter, the company's operations used $17 million of cash,
primarily due to the anticipated outflows related to projects
for which substantial advances had been received during 2002.

At March 28, 2003, the Company's balance sheet shows a working
capital deficit of about $140 million, and a total shareholders'
equity deficit of about $801 million.

                Bookings and Segment Performance

New orders booked during the first quarter of 2003 were $476.3
million compared to $792.8 million in the first quarter of last
year. The company's backlog was $3.5 billion, compared to $6.0
billion at the end of the first quarter of 2002. During the
first quarter of 2003, $1.7 billion was removed from the
backlog, representing the orders sold with the assets of the
environmental business.

"The decrease in the company's backlog is primarily due to soft
market conditions and the FWENC sale," added Mr. Milchovich.
"However, current backlog is not directly comparable with
backlog in prior periods, which included a number of problem
projects and did not serve as an adequate measure of future
profits. As a result of the contracting and project management
initiatives that were put in place early last year, we are
highly confident that the quality of our existing backlog will
support our 2003 operating plan."

First-quarter new bookings for the Engineering and Construction
Group were $262.8 million, compared to $383.3 million during the
year-ago quarter. The decline was due to the absence of bookings
from the company's environmental assets sold during the quarter.
The Group's backlog was $2.2 billion, compared to $4.3 billion
at quarter-end 2002. Backlog was reduced by $1.7 billion to
account for the environmental asset sale. Revenues for E&C grew
from $421.1 million in last year's first quarter, to $482.8
million in the first quarter of 2003, mainly due to increases in
Continental Europe. Excluding costs of $8.6 million for the
environmental transactions and restructuring items described
above, earnings before interest, taxes, depreciation and
amortization (EBITDA) were $20.7 million this quarter, compared
to $24.6 million for the same period last year.

New bookings in the first quarter for the Energy Group declined
to $210.1 million, compared to $414.0 million in the year-ago
quarter, mainly due to weakness in the North American power
market. Backlog at quarter-end was $1.3 billion, compared to
$1.6 billion at quarter-end 2002. Energy Group revenues for the
quarter were $326.4 million, compared to $387.4 million in the
same quarter of 2002. EBITDA for the quarter was $30.5 million
compared to EBITDA of $11.6 million last year, which included
special charges of $24.7 million. Improved revenues and EBITDA
in the company's Finnish subsidiary were offset by weakness in
the U.S. power operations.

Foster Wheeler Ltd. is a global company offering, through its
subsidiaries, a broad range of design, engineering,
construction, manufacturing, project development and management,
research, and plant operation services. The corporation is
domiciled in Bermuda, and its operational headquarters are in
Clinton, N.J. For more information about Foster Wheeler, visit
its Web site at http://www.fwc.com


GREY WOLF: S&P Rates $150-Million Senior Unsecured Notes at B+
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' rating to
onshore drilling company Grey Wolf Inc.'s $150 million 3.75%
convertible senior unsecured notes due 2023. At the same time,
Standard and Poor's affirmed all ratings on Grey Wolf. The
outlook remains positive.

Houston, Texas-based Grey Wolf has about $250 million worth of
debt.

"Standard & Poor's expects that the offering will improve Grey
Wolf's credit quality by extending its debt maturities, while
lowering its fixed charges," noted Standard & Poor's credit
analyst Paul B. Harvey. Proceeds from the offering, in addition
to $15 million of cash on hand, will be used to redeem $165
million of Grey Wolf's outstanding 8-7/8% notes due 2007.
Holders of the convertible notes may require Grey Wolf to
repurchase all or a portion of the notes on May 7, 2013 or
May 7, 2018. The notes are convertible into shares of Grey Wolf
common stock at a conversion price of $6.45 per share. The
closing price on May 1, 2003 was $3.91 per share.

Standard & Poor's expects that the notes offering will lower
Grey Wolf's interest costs by about $9 million per year.
However, a ratings upgrade is not warranted presently, because
the company's financial performance in recent quarters has been
poor due to a severe industry downturn and the company remains
highly indebted. A ratings upgrade could occur as industry
conditions recover and the company's financial profile improves.

Grey Wolf's 2003 financial results will be helped by the lower
interest rate of the new $150 million notes and could achieve
EBITDA interest coverage of about 2.4x rather than 2x without
the refinancing. Although yearly revenue is expected to
increase, operating margins are expected to fall as more
earnings come from the spot market. Capitalization will be
aggressive, debt to EBITDA should remain in the mid-5x range,
and debt leverage should be in the mid-50% range. These results
reflect the generally weak, although improving, market for
drilling companies. Results for Grey Wolf are not expected to
significantly improve until rig utilizations reach a point where
companies can begin to contract out rigs at more favorable
rates.

Grey Wolf's positive outlook reflects the strength of its
liquidity and the potential for a ratings upgrade once the
extent of the current industry downturn becomes clear.


HALSEY PHARMACEUTICALS: Narrows Net Capital Deficit to $12 Mill.
----------------------------------------------------------------
Halsey Pharmaceuticals (OTC.BB-HDGC) announced that total
revenues for the year ended December 31, 2002 decreased by 52%
to $8,205,000 as compared to $16,929,000 for 2001.

The Company also reported that it had a net loss for the year
ended December 31, 2002 of $59,589,000, compared with a net loss
of $12,563,000 for 2001. Revenues for the year ended
December 31, 2001 consisted of $8,429,000 in product revenues
and $8,500,000 in product development revenues related to the
sale of the Company's Abbreviated New Drug Application for
Doxycycline Capsules. The product development revenues had a
$.57 per share favorable impact on 2001 reported results.
Included in the net loss for 2002 were expenses of approximately
$46,564,000, comprised of $29,278,000 related to the December,
2002 debt restructuring and financing, $12,558,000 of
amortization of debt discount and private offering costs and
$4,728,000 of interest costs.

Revenues were $2,053,000 and $1,675,000 for the quarters ended
December 31, 2002 and 2001, respectively, representing an
increase of 22.6%. The net loss for the quarter ended
December 31, 2002 was $38,901,000, compared to the net loss of
$5,958,000 for the quarter ended December 31, 2001.

At December 31, 2002, the Company's balance sheet shows a total
shareholders' equity deficit of about $12 million.

Commenting, Michael Reicher, Chairman & CEO said, "In the fourth
quarter on an operating level the Company showed progress in
terms of increasing product revenues. We expect this trend to
continue in 2003 as the regulatory hurdles to product
introductions are cleared and the Company expands its generic
product line. Further, we expect to begin to see the results of
development efforts relating to certain new products to be
introduced to treat pain. Much of the loss for 2002 relates to
the cost of recent financings and the amortization of these
charges. These are largely non-cash in nature and have no impact
on the ongoing operations of the Company. The Company continues
to receive the financial support of its primary investors and
remains committed to our strategy of developing products to
serve the $5 billion pain management market."

Halsey Pharmaceuticals, together with its subsidiaries, is an
emerging pharmaceutical company specializing in innovative drug
development.


HAWAIIAN AIRLINES: No Immediate Decision on Chapter 11 Trustee
--------------------------------------------------------------
Hawaiian Airlines, Inc., a subsidiary of Hawaiian Holdings, Inc.
(Amex: HA; PCX), said that the evidentiary hearing on the motion
filed by the airlines' major creditor, BCC Equipment Corp. had
concluded.

In remarks at the end of the hearing, U.S. Bankruptcy Judge
Robert J. Faris said that he would not rule immediately, but
rather would give further consideration to the testimony and
evidence in the case.  He said he would decide 'promptly' on
whether the appointment of a Chapter 11 trustee to oversee the
airlines' operations or another remedy is appropriate.

The company said that, while it did not believe that the
standards for appointing a trustee had been met, it acknowledged
the Judge's closing comments in which he indicated it was
unlikely that he would preserve the status quo and encourage the
parties to continue to discuss alternatives.


HAYES LEMMERZ: Court Confirms Modified Plan of Reorganization
-------------------------------------------------------------
Hayes Lemmerz International, Inc., (OTC: HLMMQ) announced that
the U.S. Bankruptcy Court for the District of Delaware confirmed
the modified Plan of Reorganization that was filed by the
Company and certain of its subsidiaries. Confirmation of the
modified Plan should permit the Company to meet its goal of
emerging from Chapter 11 prior to the end of the second quarter
of fiscal 2003. The modified Plan garnered overwhelming support
from its Unsecured Creditors and the Secured Lenders. Emergence
from Chapter 11 is subject to consummation of its proposed exit
financing facility to be arranged by Citigroup Inc., and Lehman
Brothers Inc.

"We are pleased that our modified Plan has been confirmed by the
Court and was supported by an overwhelming majority of our
creditors," said Curtis Clawson, Chairman and Chief Executive
Officer of Hayes Lemmerz. "This is wonderful news for our
employees, customers, and suppliers, and I want to thank all of
them for their support."

Mr. Clawson further commented, "Our emergence marks the end of
what may be the most difficult chapter in our company's history.
We have worked diligently over the past year and a half to
rebuild Hayes Lemmerz by strengthening the Company's operational
and financial performance. The actions we have taken to enhance
performance, streamline operations and compete effectively in
today's market will continue after emergence. We will continue
to aggressively pursue our goals of satisfying our customers,
becoming a low-cost producer and having the best people."

As previously announced and in accordance with the modified
Plan, holders of prepetition secured claims will receive
approximately $478.5 million in cash and 53.1% of the New Common
Stock. Holders of senior note claims will receive $13 million in
cash and 44.9% of the New Common Stock, and holders of general
unsecured claims will receive 2% of the New Common Stock.
Additionally, as part of the confirmed Plan, a new seven-member
Board of Directors will be formed.

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

Hayes Lemmerz International, Inc. is one of the world's leading
global suppliers of automotive and commercial highway wheels,
brakes, powertrain, suspension, structural and other lightweight
components. The Company has 43 plants, 3 joint venture
facilities and 11,000 employees worldwide.


HECLA MINING: Phillips S. Baker Jr. Replaces Arthur Brown as CEO
----------------------------------------------------------------
At its Annual Meeting of Shareholders, Hecla Mining Company's
(NYSE:HL) board of directors accepted Arthur Brown's resignation
as chief executive officer and appointed Phillips S. Baker, Jr.,
to replace him.

Brown, 62, who has been with Hecla for 36 years, retired as CEO
but will retain his position as chairman of the board. He has
been CEO of Hecla since 1987.

Taking Brown's place as CEO will be Baker, 43, who has been
president and chief operating officer of Hecla since 2001. He
holds J.D. and M.B.A. degrees from the University of Houston and
an accounting degree from Texas A&M University. Baker has 18
years of experience in the mining industry, having held
executive positions with Battle Mountain Gold Company and
Pegasus Gold Inc.

Baker said, "Art will still be fully involved as chairman of the
board, and we are very glad to have his continuing guidance. He
is leaving at a time when the day-to-day operations and finances
of Hecla are in great shape. We are now positioned to move
forward into growth and continued profitability. Our strategy is
to build on Hecla's underground mining expertise. We hope to
develop a number of gold projects we have in hand, allowing gold
production to double over the next five years. In addition, we
will take advantage of acquisition opportunities while
maintaining our position as a major primary silver producer."

Brown said he's comfortable with his decision and the condition
in which he's leaving the company. "I'm grateful to Hecla for
giving me opportunities few people anywhere have ever had the
chance to experience. I feel gratified that through the hard
work and creative efforts of our people, we've been able to
achieve a remarkable turnaround in our company and I am able to
leave it in solid financial and operating condition. We have an
excellent management staff and I have full confidence in their
abilities to move Hecla forward under Phil's leadership.
Although I'll still be very involved as chairman, I am planning
to have a little more time to enjoy my family and recreational
activities."

At the annual meeting, shareholders elected Brown to serve
another three-year term. Also re-elected to the board for three-
year terms were John E. Clute and Joe Coors, Jr. Shareholders
also approved the selection of BDO Seidman, LLP, as independent
auditors of the corporation for the current fiscal year.

At its regular quarterly meeting, in the interest of conserving
cash for exploration, development and acquisition opportunities,
the board of directors opted to defer the July 1, 2003,
quarterly payment of dividends to the holders of Hecla Series B
Cumulative Convertible Preferred Stock.

Hecla Mining Company, headquartered in Coeur d'Alene, Idaho,
mines and processes silver and gold in the United States,
Venezuela and Mexico. A 112-year-old company, Hecla has long
been well known in the mining world and financial markets as a
quality silver and gold producer. Hecla's common and preferred
shares are traded on the New York Stock Exchange under the
symbols HL and HL-PrB.

                            *   *   *

As previously reported in Troubled Company Reporter, Standard &
Poor's revised its outlook on Hecla Mining Co., to positive from
negative based on the company's improved cost position.

Standard & Poor's ratings on the company, including its triple-
'C'-plus corporate credit rating, were affirmed. Standard &
Poor's preferred stock rating on Hecla remains at 'D', as the
company has not been current on its dividends.

Standard & Poor's ratings on Hecla continue to reflect its well
below average business position due to its limited reserve base,
operating diversity, and tight liquidity.


HUNTSMAN INT'L: Jon M. Huntsman Buys Out Minority Interests
-----------------------------------------------------------
Jon M. Huntsman, Founder and Chairman, and Peter R Huntsman,
President and CEO, of the Huntsman companies, announced the
purchase of ICI's debt and equity holdings in Huntsman
International Holdings LLC, and the additional purchase of two
financial institutions' minority interest in HIH.

With the buyouts, HMP Equity Holdings Corporation, which is
controlled by the Huntsman family, now owns 100% of all
principal Huntsman business entities.

The purchases were accomplished by HMP issuing Senior Discount
Notes with warrants.  The $315 million of cash proceeds were
used to complete the purchase from ICI of its 30% interest in
HIH, and HIH Senior Subordinated Discount Notes (accreted to
$366 million).  Approximately $90 million of the notes and
warrants were exchanged for the 9% interest in HIH currently
held by JP Morgan Partners and MidOcean Capital Investors.

Mr. Jon Huntsman commented, "This is a momentous event in our
companies' history.  The buyout of ICI's and others' minority
interests in HIH is the final step of a financial restructuring
that we began in January of 2002.  We have realized its
successful completion in spite of severe economic uncertainties
and extremely high energy prices.  I pay tribute to our
management and finance teams for their professionalism and
tenacity in accomplishing this major undertaking.  Together with
our partner, MatlinPatterson, we are extremely positive about
the future of our companies."

Mr. Peter Huntsman said, "These buyouts enable us to move
forward without the concerns and constraints of the past.  We
feel we now will be able to compete more effectively in the
global marketplace and, importantly, to take full advantage of
opportunities for growth that may present themselves."

The combined Huntsman companies constitute the world's largest
privately held chemical company.  The operating companies
manufacture basic products for a variety of global industries
including chemicals, plastics, automotive, footwear, paints and
coatings, construction, high-tech, agriculture, health care,
textiles, detergent, personal care, furniture, appliances and
packaging. Originally known for pioneering innovations in
packaging, and later, rapid and integrated growth in
petrochemicals, Huntsman-held companies today have more than
13,000 employees, facilities in 44 countries and had 2002
revenues of more than $7 billion.

As reported in Troubled Company Reporter's April 7, 2003
edition, Standard & Poor's Ratings Services affirmed its 'B+'
corporate credit rating on Huntsman International Holdings LLC
and its subsidiary, Huntsman International LLC following the
company's announcement of a proposed note offering. The outlook
remains developing.

At the same time, Standard & Poor's assigned its 'B' rating to
Salt Lake City, Utah-based Huntsman International LLC's $150
million senior unsecured notes due 2009, subject to preliminary
terms and conditions. The new notes are rated one notch below
the corporate credit rating, reflecting their disadvantaged
position in the event of a bankruptcy, relative to Huntsman
International's senior secured bank debt.


HYWY CORP: Plans Corporate Workout and Will Pursue New Options
--------------------------------------------------------------
HYWY Corp. (YHW TSX-V) plans a corporate restructuring. HYWY had
its application for R&D refunds delayed by Canada Customs and
Revenue. The delay of the refund is material to the company's
ability to market its recently completed PE:J software product.
As a consequence the company may be required to sell assets and
use the proceeds to pay debts.

It is anticipated that this may include the sale of the
company's primary asset, PE:J software and is expected to result
in the change of management and control. The company is now
pursuing new business opportunities. HYWY Corp will delist its
shares from the TSX Venture exchange so as to facilitate the
restructuring which is expected to include a share
consolidation. The shares will continue to be tradeable on the
Toronto over the counter market.


I2 TECH: Teams-Up with Optimal for Integration Service Offerings
----------------------------------------------------------------
i2 Technologies, Inc. (OTC:ITWO.PK), a leading provider of end-
to-end supply chain management solutions, and Optimal Solutions
Integration, Inc., a Dallas-based enterprise technology
consulting firm, announced a strategic partnership to help
enable a new and enhanced set of i2 integration service
offerings.

As a result of this partnership, i2 has outsourced certain of
the development, maintenance, and customer deployment of its
Rapidly Optimized Interface product suite to Optimal. Optimal
runs and manages this product group primarily through its secure
offshore development center in Bangalore, India. Further,
Optimal will serve as a preferred partner for all i2 integration
work executed by i2 for its worldwide customer base.

"The strategic partnership with Optimal serves several strategic
goals at i2," said Pallab Chatterjee, i2 president, Solutions
Operations. "This relationship helps us bring deep integration
expertise to our customer base, while helping us to remain
focused on our core applications. The strategic partnership with
Optimal has already reduced our implementation costs
substantially - and we anticipate further reductions in the
coming months."

Optimal CEO, Gurvendra S. Suri said, "We bring a unique service
offering to i2 customers that will leverage our expertise in
integration with ERP systems like SAP, PeopleSoft and Oracle,
while at the same time providing the benefits of lower costs
associated with offshore resources."

Optimal Solutions Integration, Inc. (Optimal) is an enterprise
technology consulting firm based in Dallas, TX. Optimal works
with organizations in North America, Europe, Latin America and
the Asia/Pacific region to extract maximum value from their
investments in enterprise technology. Through a unique model
that incorporates onsite and secure offshore consulting
capabilities, Optimal features best-in-breed skills while
containing the costs associated with the design, deployment, and
support of enterprise technology platforms.

A leading provider of end-to-end supply chain management
solutions, i2 designs and delivers software that helps customers
optimize and synchronize activities involved in successfully
managing supply and demand. More than 1,000 of the world's
leading companies, including seven of the Fortune global top 10,
have selected i2 to help solve their most critical supply chain
challenges. Founded in 1988 with a commitment to customer
success, i2 remains focused on delivering value by implementing
solutions designed to provide a rapid return on investment.
Learn more at http://www.i2.com

As reported in Troubled Company Reporter's April 10, 2003
edition, Standard & Poor's Ratings Services lowered its
corporate credit rating on i2 Technologies Inc. to 'CCC+' from
'B' and its subordinated debt rating on the company to 'CCC-'
from 'CCC+'. The actions followed i2's announcement that it
would delay the filing of its 2002 10-K and, as a result,
expected to be in violation of a covenant in the indenture
governing its $350 million convertible subordinated notes. The
indenture contains a cure period for covenant noncompliance that
allows the company 60 days to file its 10-K.

i2 remains on CreditWatch with negative implications, where it
was placed on Jan. 27, 2003, pending the completion of the
company's re-audit of its annual financial statements from 1999
through 2001.


INTERDENT INC: Files for Prepackaged Chapter 11 Reorganization
--------------------------------------------------------------
InterDent, Inc. (OTC BB: DENT) has reached agreement with its
senior lenders and the holders of its senior subordinated debt
to convert $90 million of the Company's debt to equity and
restructure the remaining $38 million of senior debt into a new
term loan. The agreement is to be implemented by a Prearranged
Plan of Reorganization under Chapter 11 of the U.S. Bankruptcy
Code, which the Company filed on Friday, May 9, 2003.

The restructuring is subject to court approval and other
customary conditions. If the restructuring is completed as
proposed, the existing equity in the Company will be
extinguished. The restructuring will also eliminate the
Company's $39 million convertible subordinated debt.

InterDent also announced that it has secured a $7.5 million
senior secured debtor-in-possession (DIP) financing facility
from two of its current senior lenders, subject to bankruptcy
court approval. The DIP facility will supplement the Company's
existing cash flow from operations during the reorganization
process and will be available, if needed, to fund continuing
operations, including employee salary and benefits and vendor
payments.

During the restructuring process, the Company will continue to
manage its operations as a debtor-in-possession and expects to
continue to deliver uninterrupted service to its customers. In
light of the agreement reached with 100 percent of its senior
lenders, the Company is confident that it will reorganize on a
fast-track basis and has targeted emergence from Chapter 11 in
the 3rd quarter 2003.

H. Wayne Posey, InterDent's chairman and chief executive
officer, stated, "This restructuring will substantially reduce
our debt, strengthen InterDent and will be a win-win for our
affiliated dentists, their patients, our employees and vendors.
Unlike many typical bankruptcy proceedings, this prearranged
Chapter 11 will enhance our financial condition and position the
Company to implement a focused, more conservative business
strategy that will preserve our strengths and eliminate the
distractions that have diverted our resources. We are optimistic
that within the relatively short time frame of approximately 90-
120 days, we will successfully emerge as a well-financed
national leader in the dental industry."

Mr. Posey added, "When we emerge from this reorganization, the
Company will be on solid footing with a stable capital
structure. With the significantly reduced and fully manageable
debt load, we will be able to totally focus on our business,
improving the quality and appearance of those of our offices
that are in need of maintenance and updating, and to pursue
growth in promising new markets."

In closing, Mr. Posey said, "We are grateful to the more than
500 affiliated dentists who have steadfastly believed in our
future. Also, we appreciate the continuing dedication of our
employees, whose efforts have given us the opportunity to put
this company back on track. The management team at this company
has one important mission - fulfill the promise of InterDent."

InterDent provides dental management services in 137 locations
in California, Oregon, Washington, Nevada, Arizona, Hawaii,
Idaho, Oklahoma and Kansas with total annualized patient
revenues under management of approximately $250 million. The
Company's integrated support environment and proprietary
information technologies enable dental professionals to provide
patients with high quality, comprehensive, convenient and cost-
effective care.


INTERDENT INC: Case Summary & 3 Largest Unsecured Creditors
-----------------------------------------------------------
Lead Debtor: Interdent Inc.
          222 N. Sepulveda Blvd.
             Suite 740
             El Segundo, California 90245-4340

Bankruptcy Case No.: 03-13593

Debtor affiliates filing separate chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        Interdent Service Corporation              03-13594

Type of Business: Dental practice management company.

Chapter 11 Petition Date: May 9, 2003

Court: Central District of California, Santa Ana Division

Judge: John E. Ryan

Debtors' Counsel: Robert E. Opera, Esq.
                  Winthrop Couchot Professional Corp.
                  660 Newport Center Drive
                  4th Floor
                  Newport Beach, CA 92660
                  Tel: 949-720-4100
                  Fax: 949-720-4111

Total Assets: Approximately $54,000,000

Total Debts: Approximately $204,000,000

Debtor's 3 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Levine Leichtman Capital    Promissory Note        $43,754,264
Partners II, LP
Steve Hartman
335 N. Maple Dr., #240
Beverly Hills, CA 90210
Tel: 310-275-5335
Fax: 310-275-9484

Southwest Dental Center,    Promissory Notes        $1,904,705
Inc.
Attn: Corp. Officer
Eldon Jenkins, Scott L. Dalton
21680 N. 56th Avenue
Glenbdale, AZ 85308
Tel: 623-561-6616
Fax: 623-572-4667

Dental Care, Inc.           Promissory Note           $733,341
Attn: Gerald M. Bieze
215 North Blaine Street
Newberg, OR 97132
Tel: 503-5547-1903
Fax: 503-554-0115


INT'L FIBERCOM: Hires FTI to Replace PwC as Financial Advisors
--------------------------------------------------------------
International Fibercom, Inc., and its debtor-affiliates sought
and obtained approval from the U.S. Bankruptcy Court for the
District of Arizona to retain FTI Consulting, Inc., as their
financial advisors and accountants.

As previously reported in the Troubled Company Reporter's
June 3, 2002 issue, the Debtors retained PricewaterhouseCoopers
LLP's Business Recovery Services.  The BRS Practice specializes
in providing services to distressed corporations.

The Debtors were informed that FTI purchased the BRS Practice of
PwC and its related assets and receivables.  Following the sale,
Edward M. McDonough, the primary PwC partner providing BRS
Services to the Debtors, along with a substantial number of
professionals assisting him in these Chapter 11 proceedings,
became employees of FTI.

In this engagement, FTI will continue to provide the BRS
Services to the Debtors under the same terms and conditions of
retention set forth in the Debtors' retention of PwC.

FTI's current customary hourly rates charged to both bankruptcy
and non-bankruptcy clients by the personnel assigned from the
Phoenix office are:

          Senior Managing Directors       $390 per hour
          Managing Directors              $300 per hour
          Directors                       $285 per hour
          Consultants                     $225 per hour
          Associates                      $185 per hour

In the event that personnel from the FTI national practice are
required to be involved this time, will be charged at the
national rates of:

          Senior Managing Directors       $525 - $595 per hour
          Managing Directors/Directors    $370 - $475 per hour
          Associates/Consultants          $175 - $290 per hour

International Fibercom, Inc. resells used, refurbished
communications equipment, including fiber-optic cables. The
Company filed for chapter 11 protection on February 13, 2002
(Bankr. Ariz. Case No. 02-02143).  Robert J. Miller, Esq., at
Bryan Cave, LLP represents the Debtors in their restructuring
efforts.


IRVINE SENSORS: Deficit & Losses Raise Going Concern Doubts
-----------------------------------------------------------
Irvine Sensors Corporation prepared its consolidated financial
statements on a going concern basis, which contemplates the
realization of assets and settlement of obligations in the
normal course of business. The Company generated net losses of
$6,037,500 and $2,721,400 in fiscal 2002 and the first 26 weeks
of the fiscal year ending September 28, 2003, respectively.
In addition, the Company had total stockholders' equity of
$3,340,800 and a working capital deficit of $1,687,600 at
March 30, 2003. These factors, among others, pose risks to the
Company's ability to continue as a going concern.

Mitigating these risks, the Company has historically relied on
equity financing to fund its operations and has recently
demonstrated access to equity capital, even during periods of
depressed market activity, including a $1,000,000 equity
placement closed in April 2003.  Management believes, but cannot
assure, that the Company will be able to raise additional
working capital, if required, to fund its operations for at
least the next twelve months. Furthermore, the Company has
recently received several new government contract awards that
management believes, but cannot guarantee, will contribute to
improvements in the Company's operating results during the
second half of fiscal 2003. In addition, expenses in
subsidiaries, which has historically been a significant source
of consolidated net operating losses in prior periods, have been
sharply curtailed, and the Company plans to seek further expense
reduction through the reorganization of the Company's operations
to allow subsidiaries to more effectively utilize technical and
administrative support resources throughout the Company.

Contract revenue for the 13-week period ended March 30, 2003 was
$1,620,300, an increase of $498,700, or 44%, as compared to
contract revenue of $1,121,600 for the 13-week period ended
March 31, 2002. Contract revenue for the 26-week period ended
March 30, 2003 was $6,200,900, an increase of $3,458,100, or
126%, as compared to contract revenue of $2,742,800 for the 26-
week period ended March 31, 2002. The increase in contract
revenue is primarily attributable to the receipt of new funded
contracts allowing ATD to allocate more resources to the
performance of contract backlog during the current period as
opposed to internal research and development during the
comparable period of fiscal 2002. In particular, the fiscal 2003
periods realized the effect of an approximate $9.6 million
contract award to ATD initiated after the first 26-weeks of
fiscal 2002. Approximately $4.5 million of contract revenue in
the 26-week period ended March 30, 2003 was derived from this
contract. The reduced level of activity in this contract as it
neared completion in the 13-week period ended March 30, 2003,
combined with delays in anticipated new government contract
awards during that same period, is the principal cause for the
decrease in contract revenue between the first and second fiscal
quarters of fiscal 2003.

Product sales represents revenues derived from sales of chip and
stacked chip products by MPD, Novalog and MSI and software sales
by RedHawk.Product sales for the 13-week period ended March 30,
2003 were $848,200, a decrease of $331,300, or 28%, compared to
product sales of $1,179,500 for the 13-week period ended March
31, 2002. Product sales for the 26-week period ended March 30,
2003 were $1,447,500, which represented a decrease of $602,700
or 29%, from the $2,050,200 of product sales for the 26-week
period ended March 31, 2002. These reductions primarily
reflected a decrease in Novalog sales attributable to the
further decline in the sales of products for Palm Computing, a
major end-user of Novalog's products, and a decline in MPD
sales, attributable to the reduced level of product requirements
in the current 13-week and 26-week periods from an original
equipment manufacturer, L-3 Communications. Purchases of MPD's
products by this manufacturer accounted for approximately 11% of
Company total revenues in fiscal 2002, and were the primary
cause for the increase in MPD's sales in that fiscal year.
However, unlike fiscal 2002, in the 13-week and 26-week periods
ended March 30, 2003, L-3 Communications was not a material
customer. L-3 Communications has projected an increase in its
demand for MPD products for the balance of fiscal 2003, relative
to the 13-week and 26-week periods ended March 30, 2003, but has
made no guarantees regarding these projections. Whereas Irvine
Sensors has retained its existing customer base, the decline in
Novalog's sales in recent periods and the increase in sales of
other business units, principally ATD, has resulted in none of
Novalog's customers accounting for more than 10% of total
revenues in either fiscal 2002 or in the 13-week and 26-week
periods ended March 30, 2003. For the 13-week period ended March
30, 2003, approximately 39% of product sales were realized from
Novalog, approximately 50% of product sales were realized from
MPD, approximately 11% were realized from MSI and less than 1%
were realized from RedHawk. For the 26-week period ended March
30, 2003, approximately 43% of products sales were realized from
Novalog, approximately 40% of products sales were realized from
MPD, approximately 16% were realized from MSI and less than 1%
were realized from RedHawk.  In the 13-week and 26-week periods
ended March 30, 2003, the Company also received $10,900 and
$28,100, respectively, in royalty revenues related to MPD's
products as compared to $5,600 and $0 of such revenues of this
nature in the corresponding periods of fiscal 2002. MPD's
royalty revenues did not begin to increase beyond these initial
levels until the third fiscal quarter of fiscal 2002 as the
sales of licensee products incorporating MPD's technology also
began to increase.

Due to the increase in contract revenue, total revenues for the
13-week and 26-week periods ended March 30, 2003 were $2,487,500
and $7,684,500, respectively, which represented increases of
$186,400, or 8%, and $2,885,900, or 60%, respectively, compared
to total revenues for the comparable 13-week and 26-week periods
of fiscal 2002. Based on notices of additional pending
government contract awards, Irvine Sensors anticipates that its
contract revenue will continue to represent a majority of total
revenue for the remainder of fiscal 2003. However, it is
expected that the percentage of total revenue resulting from
product sales will increase in the second half of fiscal 2003 as
a result of increased backlog of orders of stacked memory
products to MPD from commercial customers that have only
recently started to purchase such products.

Cost of contract revenue for the 13-week period ended March 30,
2003 was $1,506,700, which represented an increase of $721,900,
or 92%, as compared to $784,800 for the 13-week period ended
March 31, 2002. Cost of contract revenue for the 26-week period
ended March 30, 2003 was $5,128,000, which represented an
increase of $3,082,000, or 151%, as compared to $2,046,000 for
the 26-week period ended March 31, 2002. Cost of contract
revenues for the current year 26-week period included a net
reduction in accrued loss on contracts of approximately
$160,000, primarily due to changed scope and associated
reduction in estimated cost to complete for a large development
contract. Taking this accrual reduction into account, the
increase in the Company's cost of contract revenue was higher
proportionately than the increase in contract revenue itself,
for both the 13-week and 26-week periods ended March 30, 2003,
because of the terms of the $9.6 million contract entered into
in May 2002, which provided Irvine Sensors with limited margins
on two large subcontracts that it issued under that program.
These subcontracts were substantially completed in the 13-week
period ended March 30, 2003. Cost of contract revenues as a
percent of contract revenues increased from 70% and 75% in the
13-week and 26-week periods ended March 31, 2002, respectively,
to 93% and 83% in the 13-week and 26-week periods ended March
30, 2003, respectively, largely because of these subcontract
terms.

Cost of product sales for the 13-weeks ended March 30, 2003 was
$753,800, a decrease of $221,900, or 23%, from $975,700 for the
13-week period ended March 31, 2002. The cost of product sales
for the 26-week period ended March 30, 2003 was $1,360,400, a
decrease of $337,900, or 20%, from $1,698,300 for the 26-week
period ended March 31, 2002. The 13-week and 26-week reductions
were primarily attributable to the corresponding decline in the
volume of products sold during those periods in fiscal 2003
versus the comparable periods of fiscal 2002. This reduction in
cost was not as large as the decrease in volume of products sold
during the 13 weeks and 26 weeks ended March 30, 2003 as
compared to the 13 weeks and 26 weeks ended March 31, 2002,
largely because of the minimum costs of MPD's contract with its
manufacturing supplier that were not fully absorbed by the lower
level of MPD sales in the first 26 weeks of fiscal 2003. Cost of
product sales as a percentage of product sales increased from
83% in each of the 13 weeks and 26 weeks ended March 31, 2002,
respectively, to 89% and 94% in the 13 weeks and 26 weeks ended
March 30, 2003, respectively, due to the decrease in gross
margins resulting from MPD's minimum contract manufacturing
expenses.

At March 30, 2003, the Company had consolidated cash and cash
equivalents of $601,800, which represents a decrease of $94,500
from $696,300 as of September 29, 2002, with the decrease
largely the result of the Company's losses experienced in the
13-week period ended March 30, 2003, primarily resulting from
delays in receipt of expected new government contracts during
that period.

On a period to period basis, the comparison between the first 26
weeks of fiscal 2003 and the comparable first 26 weeks of fiscal
2002 exhibited similarity in many of the elements of the net
cash used in operating activities. There was a significant
difference in the net loss, $2,721,400 in the 26-week period
ended March 30, 2003 as compared to $3,675,700 in the 26-week
period ended March 31, 2002, an improvement of $954,300 in the
current year period, despite the delays in receipt of new
contract awards. This improvement was offset by a $813,700
increase in the use of cash to retire accounts payable and
accrued expenses. In the 26-week period ended March 30, 2003, an
aggregate of $550,100 was used to retire accounts payable and
accrued expenses, while in the first 26 weeks of fiscal 2002,
accounts payable and accrued expenses increased by $263,600.
This difference reflected the increased level of contract
activity during the fiscal 2003 period and the amount of that
activity that required increased subcontractor support,
particularly the $9.6 million contract received in May 2002.
Another variance was the $189,700 of operating expenses paid
through the issuance of common stock in the current year period,
which was $144,200 lower than the $333,900 paid through such
issuance in the comparable period last year. This decrease
resulted from the specific desires of creditors in the
respective periods rather than any fundamental trend, and is not
necessarily indicative of Irvine Sensors ability to utilize such
a mechanism to pay operating expenses in the future.

Other variances on a period-to-period basis were a $159,500
reduction in the amount of cash used to increase inventory
during the current year period, $115,900 more cash realized in
the current year period from accounts receivable retired and a
$110,200 positive variance in the current year from customer
advances. These variances are largely the result of timing
fluctuations and not necessarily predictive of trends, with the
possible exception of the increase in customer advances. If the
Company is successful in its goal of increasing product sales,
an outcome that it cannot guarantee, positive cash flow from
customer advances could increase materially in future periods.
These current year improvements, plus other less significant
variances, resulted in net cash used in operating activities of
$1,106,400, an improvement of $459,300 over the comparable use
of $1,565,700 in the first 26 weeks of fiscal 2002.

At March 30, 2003, the Company's funded backlog was
approximately $1.4 million compared to approximately $1.8
million at September 29, 2002 and $2.2 million at March 31,
2002. The new contract awards received after March 30, 2003
increased the funded backlog to approximately $5.5 million at
April 25, 2003.

Contracts with government agencies may be suspended or
terminated by the government at any time, subject to
certain conditions. Similar termination provisions are typically
included in agreements with prime contractors. Irvine Sensors
has experienced such termination of its contracts on three
occasions in over twenty years of operating history, but the
current conflict in Iraq could impact government contracts and
spending in an unpredictable manner. The Company cannot
guarantee that it will not experience suspensions or
terminations in the future. Any such termination, if material,
could cause a disruption of Irvine Sensors' revenue stream,
adversely affect its results of operations and could result in
employee layoffs.


IRVINE SENSORS: Files Registration Statement for 1.9MM Shares
-------------------------------------------------------------
Irvine Sensors Corporation delivered a registration statement to
the Securities and Exchange Commission last week.  A public
offering, which is not being underwritten, of a total of
1,919,231 shares of the common stock of Irvine Sensors
Corporation is being made by selling stockholders of the
Company.  The price at which the selling stockholders may sell
the shares will be determined by the prevailing market price for
the shares or in negotiated transactions. The Company will not
receive any of the proceeds from the sale of these shares.

The Company's common stock is quoted on the Nasdaq SmallCap
Market under the symbol "IRSN" and is traded on the Boston Stock
Exchange under the symbol "ISC".  On April 30, 2003, the last
reported sale price for the common stock on the Nasdaq SmallCap
Market was $1.24 per share.

Costa Mesa, California-based Irvine Sensors Corporation
-- http://www.irvine-sensors.com-- whose September 29, 2002
balance sheet shows a working capital deficit of about $1.4
million, is primarily engaged in the development and production
of high-density electronics, image processing and sensing
devices, and low power integrated circuits which are intended to
have broad applications in military and commercial systems.


KASPER ASL: Has Until June 30 to Make Lease-Related Decisions
-------------------------------------------------------------
By order of the U.S. Bankruptcy Court for the Southern District
of New York, Kasper ASL Ltd., and its debtor-affiliates obtained
an extension of their lease decision period.  The Court gives
the Debtors until the earlier of:

     a) June 30, 2003; or

     b) confirmation of a chapter 11 plan of reorganization

to decide whether to assume, assume and assign, or reject their
unexpired nonresidential real property leases.

Kasper A.S.L., Ltd., one of the leading women's branded apparel
companies in the United States filed for chapter 11 protection
on February 05, 2002 (Bankr. S.D.N.Y. Case No. 02-10497). Alan
B. Miller, Esq. at Weil, Gotshal & Manges, LLP represents the
Debtors in their restructuring efforts. When the Company filed
for protection from its creditors, it listed $308,761,000 in
assets and $255,157,000 in debts.


KEY3MEDIA GROUP: Court Approves Proposed Disclosure Statement
-------------------------------------------------------------
Key3Media Group, Inc. (OTCBB: KMEDQ.OB), the world's leading
producer of information technology tradeshows and conferences,
received Court approval of its disclosure statement in
connection with its plan of reorganization.

Key3Media will now begin soliciting acceptances for its proposed
plan of reorganization. The confirmation hearing for the Court's
approval of the plan of reorganization is scheduled for June 4,
2003.

"This is another milestone in our progress toward a successful
reorganization of the Company," said Fredric D. Rosen, Chairman
and CEO of Key3Media. "The Company remains on schedule to
complete its reorganization and emerge within the next 45 days
with a strong financial foundation. As demonstrated by the
success of our recent NetWorld+Interop show, we continue to
secure enthusiastic participation from customers for all our
conferences and tradeshows, and to deliver the highest value to
all exhibitors and attendees."

All Key3Media tradeshows and conferences are continuing as
scheduled, including JavaOne San Francisco (June 9-13), Seybold
Seminars San Francisco (September 22-25), and COMDEX Fall in Las
Vegas (November 15-20).

On February 3, 2003, Key3Media announced a plan of
reorganization, backed by investment funds managed by Thomas
Weisel Capital Partners, which own approximately 68% of
Key3Media's bank debt and approximately 38% of its bonds (11.25%
senior subordinated notes due 2011). On April 9, 2003, Key3Media
announced it reached an agreement in principle with the Official
Committee of Unsecured Creditors, as well as the holders of the
Company's senior secured bank debt, on the terms of the plan of
reorganization. Through the reorganization, Key3Media will
reduce its total debt by 87% from approximately $372 million to
$50 million and eliminate all of its existing preferred stock
and common equity. Annual interest expense will be cut from
approximately $38 million to $3.4 million.

Key3Media Group, Inc., produces information technology
tradeshows and conferences. Key3Media's products range from the
IT industry's largest exhibitions such as COMDEX and
NetWorld+Interop to highly focused events featuring renowned
educational programs, custom seminars and specialized vendor
marketing programs. For more information about Key3Media, visit
http://www.key3media.com

Thomas Weisel Capital Partners is the merchant banking affiliate
of the investment firm Thomas Weisel Partners LLC. TWCP's
flagship fund, Thomas Weisel Capital Partners, L.P., is a $1.3
billion private equity fund with backing from leading
institutional investors and a current portfolio of over 30
companies primarily focused in the growth sectors of the
economy, including media and communications, information
technology and healthcare.

Key3Media Group Inc.'s 11.25% bonds due 2011 (KME11USR1) are
trading at about 4 cents-on-the-dollar, DebtTraders reports. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=KME11USR1for
real-time bond pricing.


LAIDLAW INC: Offering $400 Million of Senior Notes to Investors
---------------------------------------------------------------
Laidlaw Inc., is planning an offering of $400 million of senior
notes to certain institutional investors in an offering exempt
from the registration requirements of the Securities Act of 1933
and the prospectus requirements under Canadian securities laws.
The issuer of the notes will be Laidlaw International, Inc., the
Delaware corporation that will emerge from bankruptcy as the
ultimate parent company of the Laidlaw businesses.

Laidlaw intends to use the net proceeds from the offering,
together with anticipated borrowings under Laidlaw's new senior
secured credit facility, to fund a portion of the distributions
to creditors under Laidlaw's plan of reorganization.

The senior notes to be offered 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. In Canada, the senior notes have
not been qualified by a prospectus and may not be offered or
sold except pursuant to an exemption from the prospectus
requirements under Canadian securities laws.


LEVI STRAUSS: More Than 92% of Outstanding 6.80% Notes Tendered
---------------------------------------------------------------
Levi Strauss & Co. has successfully completed its tender offer
for its outstanding 6.80% Notes due 2003. As of 9:00 A.M.
Eastern Daylight Time on May 7, 2003, the scheduled expiration
date, $192,291,000 in aggregate principal amount of Notes,
including $8,404,000 tendered under guaranteed delivery
procedures, had been validly tendered, pursuant to the Offer to
Purchase dated April 8, 2003. The Company accepted for payment
all Notes validly tendered in the Offer and sent payment to the
Trustee on May 9, 2003.

Credit Suisse First Boston acted as the Dealer Manager and
Georgeson Shareholder Communications served as the Information
Agent in connection with the Offer.

As reported in Troubled Company Reporter's January 29, 2003
edition, Levi Strauss & Co.'s new $750MM secured bank facility,
maturing in 2006, is rated 'BB' by Fitch Ratings. Fitch rates
Levi's $2.1 billion senior unsecured debt 'B+'.

The two-notch differential between the secured bank facility and
the senior unsecured debt reflects the significant asset
protection provided by the security. The Rating Outlook remains
Negative, reflecting the ongoing challenges Levi faces in
sustaining the growth in revenues it reported in its most recent
quarter.

Levi Strauss & Company's 11.625% bonds due 2008 (LEVI08USR1) are
trading at about 85 cents-on-the-dollar, says DebtTraders. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=LEVI08USR1
for real-time bond pricing.


LODGENET: Wellington Management Discloses 13.24% Equity Stake
-------------------------------------------------------------
Wellington Management Company, LLP, beneficially owns 1,643,700
shares of the common stock of LodgeNet Entertainment Corporation
with shared voting power over 549,200 such shares, and shared
dispositive powers over the entire aggregate amount held.  The
1,643,700 shares represent 13.24% of the outstanding common
stock of LodgeNet Entertainment.

LodgeNet Entertainment Corporation -- http://www.lodgenet.com--
is the leading provider in the delivery of broadband,
interactive services to the lodging industry, serving more
hotels and guest rooms than any other provider in the world.
These services include on-demand digital movies, digital music
and music videos, Nintendor video games, high-speed Internet
access and other interactive television services designed to
serve the needs of the lodging industry and the traveling
public. As the largest company in the industry, LodgeNet
provides service to 960,000 rooms (including more than 900,000
interactive guest pay rooms) in more than 5,700 hotel properties
worldwide. More than 260 million travelers have access to
LodgeNet systems on an annual basis. LodgeNet is listed on
NASDAQ and trades under the symbol LNET.

As of March 31,2003, LodgeNet Entertainment Corporation records
a total shareholders' equity deficit of about $108,641,000
compared to $101,304,000 in December 31,2002.


MADISON RIVER TELEPHONE: Loss in Access Lines Spurs Neg. Outlook
----------------------------------------------------------------
Standard & Poor's Ratings Services revised the outlook on
Madison River Telephone Co. LLC (corporate credit rating 'B')
and related entities to negative from stable because of the
continued loss in access lines related to the economy, and the
uncertainty related to the full impact of Fort Stewart,
Georgia's troop deployment on that local community's access
lines.

As of March 31, 2003, total debt outstanding was about $654.9
million. Net debt, excluding the Rural Telephone Finance
Cooperative subordinated capital certificates, was about $611
million.

Mebane, North Carolina-based Madison River is a private rural
local exchange company providing communications services to
business and residential customers in North Carolina, Alabama,
Mississippi, and Illinois.

"Continued loss in access lines could have a significant impact
on the company's cash flow growth in the near term. The ability
to offset this loss, reduce debt leverage, and meet debt
maturities will be essential to maintaining the current rating,"
said credit analyst Rosemarie Kalinowski.

In the first quarter of 2003, the company's incumbent local
exchange carrier business lost 1,950 voice access lines, or
about 1% of total lines since year-end 2002. In 2002, the ILEC
lost 4,560 voice access lines or 2.3% of total voice lines.

The company's ILEC operations are about 92% of total revenues,
and the majority of cash flow. The remainder is contributed from
its competitive local exchange carrier business, which has been
scaled back.

To offset somewhat the decline in access lines, Madison River
has been successfully increasing digital subscriber line (DSL)
penetration and promoting bundled service offerings. In the
first quarter of 2003, total debt to EBITDA annualized improved
to the 7.0x area. Net debt to EBITDA was about 6.3x.

Assuming no acquisitions and a reduced capital expenditures
budget, the company should be able to meet debt maturities
through 2004. Increased debt maturities in 2005 will require
refinancing or additional funding from the RTFC.


MAGELLAN HEALTH: Wants to Sell New Mexico Property for $1.8 Mil.
----------------------------------------------------------------
Stephen Karotkin, Esq., at Weil, Gotshal & Manges LLP, in New
York, informs the Court that debtor Charter Hospital of Santa
Teresa, Inc., is the owner of certain non-residential real
property and personal property located in the County of Dona
Ana, New Mexico, which was previously used as a psychiatric
hospital. However, five years ago, the Magellan Health Debtors
determined to cease operations at all of their psychiatric
hospitals and began marketing the Property.  In the four years
since the Debtors began marketing the Property, the Debtors have
received only two purchase offers.  The Debtors received the
first offer to purchase the property two years ago.  However,
the parties were unable to consummate a sale of the Property at
that time because the potential purchaser was not able to obtain
financing.

Recently, Mr. Karotkin reports that the Debtors received an
offer to purchase the Property from the Board of Education of
the Gadsen Independent School District for $1,800,000.  Prior to
the Petition Date, the Debtors determined to enter into an
agreement dated January 31, 2003 with Gadsen regarding the sale
of the Property, which provides for payment in four
installments.  The $750,000 initial payment would be made on the
date of the closing, plus subsequent payments of $364,000,
$378,560 and $393,702, will be made annually over the next three
years, which include interest at the rate of 4% per year.  The
Agreement also provides for the Property to be sold free and
clear of all liens and encumbrances.  In addition, the Debtors
are responsible for the payment of a 6% commission of the
Purchase Price to RECON, the Debtors' real estate broker, after
the closing of the sale.

Accordingly, pursuant to Section 363 of the Bankruptcy Code, the
Debtors seek the Court's authority to sell the Property, free
and clear of liens, claims and encumbrances to Gadsen pursuant
to the terms and conditions set forth in the Agreement and pay
the commission to RECON after the closing of the sale.

The Debtors submit that the decision to sell the Property
pursuant to the Agreement is based on their sound business
judgment and should be approved.  Mr. Karotkin points out that
the Debtors are no longer in the psychiatric hospital business
and, therefore, have no practical use for the Property.
Moreover, the Debtors have marketed the Property for four years,
during which time they only received two offers.

The Debtors have also determined that Gadsen's offer is in the
best interests of their estates and creditors.  Mr. Karotkin
believes that the sale pursuant to the Agreement is the only
viable alternative and, moreover, will enable to the Debtors to
be relieved of any further costs and expenses attendant to the
ownership of the Property.  The Debtors also submit that, in
view of the exhaustive marketing effort that has taken place to
date, there is no need for any further marketing effort.

In accordance with Section 363(f) of the Bankruptcy Code, a
debtor in possession may sell property under Section 363(b)
"free and clear of any interest in the property of an entity
other than the estate" if one of these conditions are satisfied:

    1. applicable non-bankruptcy law permits sale of such
       property free and clear of interest;

    2. the entity consents;

    3. the interest is a lien and the price at which such
       property is to be sold is greater than the aggregate
       value of all liens on the property;

    4. the interest is in bona fide dispute; or

    5. the entity could be compelled, in a legal or equitable
       proceeding, to accept a money satisfaction of such
       interest.

To facilitate the sale of the Property, the Debtors require
authorization to sell it free and clear of any and all liens or
interests that exist, with the liens, if any, to attach to the
sale proceeds.  Mr. Karotkin reports that the Debtors'
prepetition lenders currently have a lien on the property.  The
Debtors are unaware of any other liens on the property.  The
Debtors propose that the liens on the Property attach to the
sale proceeds with the same force, effect and priority as the
liens have on the Property, subject to the rights and defenses,
if any, of the Debtors and any party-in-interest. (Magellan
Bankruptcy News, Issue No. 7: Bankruptcy Creditors' Service,
Inc., 609/392-0900)


MAGNATRAX CORP: Files for Chapter 11 Reorganization in Delaware
---------------------------------------------------------------
Onex Corporation's subsidiary MAGNATRAX Corporation has filed a
voluntary petition for reorganization under Chapter 11 in the
United States.

(All amounts in Canadian dollars unless otherwise stated).

The decline in the engineered metal building products industry
over the last three years combined with rapidly rising steel
prices due to imposition of US import tariffs resulted in
MAGNATRAX being unable to meet the financial requirements under
its lending agreements. Onex and management of MAGNATRAX have
been working with the senior debt holders and other creditor
groups to arrange a restructuring of MAGNATRAX' debts.

It is contemplated that Onex will have a minimal ownership
interest in MAGNATRAX following the restructuring. All the debt
of MAGNATRAX is without recourse to Onex or other Onex operating
companies. Onex is not planning to make any further investment
in the company.

Onex Corporation has invested a total of approximately $172
million in MAGNATRAX. The value of that has been more than
written off in Onex' consolidated financial results in years
prior to 2003 with the inclusion of the losses of MAGNATRAX.
Accordingly, Onex will record a gain to the consolidated
financial statements upon the effective disposition of its
interest in MAGNATRAX.

Onex Corporation is a diversified company with annual
consolidated revenues of approximately $23 billion and
consolidated assets of approximately $18 billion. Onex is one of
Canada's largest companies with global operations in service,
manufacturing and technology industries. Its subsidiaries
include Celestica Inc., Loews Cineplex Entertainment
Corporation, ClientLogic Corporation, Lantic Sugar Limited,
Rogers Sugar Ltd., Dura Automotive Systems, Inc., J.L. French
Automotive Castings, Inc., Bostrom Holdings, Inc., InsLogic
Corporation, Performance Logistics Group, Inc., Radian
Communication Services Corporation and Galaxy Entertainment Inc.
Onex shares trade on the Toronto Stock Exchange under the stock
symbol OCX. For more information on Onex, visit its Web site at
http://www.onex.com

The company's security filings can also be accessed at
http://www.sedar.com


MAGNATRAX CORP: Case Summary & 30 Largest Unsecured Creditors
-------------------------------------------------------------
Lead Debtor: Magnatrax Corporation
             1220 Old Alpharetta Road
             Windward Chase Suite 310
             Alpharetta, Georgia 30005
             dba Vicwest US
             fka ABCO Holdings Corp.

Bankruptcy Case No.: 03-11402

Debtor affiliates filing separate chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        American Buildings Company                 03-11403
        American Buildings Company Int'l, Inc.     03-11404
        AMT/Beaman Corporation                     03-11405
        Associated Buildings Systems, Inc.         03-11406
        Jannock, Inc.                              03-11407
        Jannock U.S.B.G., Inc.                     03-11409
        Janock Vinyl Group, Inc.                   03-11410
        Jenisys Engineered Products, Inc.          03-11412
        Magnatran Corporation                      03-11413
        Magnatran Logistics, Inc.                  03-11416
        Magnatrax Finance Company                  03-11417
        Republic Builders Products Company         03-11418
        Rescom Overhead Doors, Inc.                03-11419
        Smith Door Distributing, Inc.              03-11420
        U.S. Westeel, Inc.                         03-11422
        Windsor Door, Inc.                         03-11424

Type of Business: Magnatrax is a diversified North American
                  manufacturer and marketer of engineered
                  building products and services for non-
                  residential and residential construction
                  markets

Chapter 11 Petition Date: May 12, 2003

Court: District of Delaware

Judge: Peter J. Walsh

Debtors' Counsel: Joel A. Waite, Esq.
                  Young Conaway Stargatt & Taylor
                  The Brandywine Bldg.
                  1000 West Street, 17th Floor
                  PO Box 391
                  Wilmington, DE 19899-0391
                  Tel: 302 571-6600
                  Fax : 302-571-0453

Total Assets: $207,000,000

Total Debts: $326,000,000

Debtors' 30 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
US Steel                    Trade Payable           $4,863,000
Department at 40370
Atlanta, GA 31192
Chuck Beach, Sales
Tel: 800-633-8226
Fax: 205-783-4190

National Steel Corp.        Trade Payable           $3,324,000
PO Box 12001
Dallas, TX 75312-0957
Vick Singh, Gen. Manager
of Construction
Tel: 800-522-7833
Fax: 574-273-7775

Chamberlain Group           Trade Payable           $2,073,000
PO Box 99152
Chicago, IL 60693
Jim Bowers, National
Acct. Manager
Tel: 800-323-2276
Fax: 630-993-6024

Steelscape Inc.             Trade Payable           $1,613,000
222 West Kamala River Road
Kalama, WA 98625
Jim Schrumpf, Sales Manager
Tel: 909-987-4711
Fax: 909-989-2125

BASF                        Trade Payable           $1,449,000
26701 Telegraph Road
Southfield, Michigan 48034-2442
Charles L. Parks, Sales Director
Tel: 248-948-2084
Fax: 248-948-2101

Hanna Steel Corporation     Trade Payable           $1,010,000
3812 Commerce Avenue
Fairfield, AL 35064
Dan Engstrom, Manager of
Painted Sales
Tel: 205-780-1111
Fax: 205-763-8291

J&F Steel, Inc.             Trade Payable             $438,000
PO Box 8500-8565
Philadelphia, PA 19178-8565
Mike Payne, Sales Manager
Tel: 800-388-0590
Fax: 901-362-6249

SMI Steel, Inc.             Trade Payable             $379,000
PO Box 321188
Birmingham, AL 35232-1188
Ray Bauer, VP Sales
Tel: 800-621-0262
Fax: 205-591-0262

Atlas Bolt & Screw          Trade Payable             $368,000
1628 Troy Road
Asland, OH 44805
Randy Ridenour, Admin. VP
Tel: 800-321-6977
Fax: 419-289-2564

Tricom Services             Trade Payable             $307,000
PO Box 440
Fairfield, AL 35064
Mark Doriety
Tel: 205-788-1637
Fax: 205-788-1638

Lockwood Greene              Professional Services/   $287,000
PO Box 75428                 Subcontractor
Charlotte, NC 28275-0428
Accounts Receivable Dept.
Tel: 864-578-2000
Fax: 864-599-4546

Delta Metals                Trade Payable             $271,000
PO Box 531
Memphis, TN 38101-0531
Chuck Weaver, Sales Rep.
Tel: 98041-575-3300
Fax: 870-739-0796

Ryder Transportation        Lessor                    $260,000
Services
4712 South Freeway
Forth Worth, TX 76115
Alan McCutcheon,
Gen. Sales Manager
Tel: 817-927-3300
Fax: 817-927-8659

McGriff, Seibels &          Trade Payable             $255,000
Williams, Inc.
2211 7th Avenue South
Birmingham, AL 35233
Carol Moss, Claims Manager
Tel: 205-252-9871
Fax: 205-581-9195

Ferralloy Corporation      Trade Payable             $249,000

Cookson Company             Trade Payable             $241,000

AmeriSteel                  Trade Payable             $234,000

Xerox Canada Ltd.           Trade Payable             $219,000

New Process Steel           Trade Payable             $216,000

Vesey Air                   Lessor                    $206,000

SFS Intec                   Trade Payable             $180,000

Sika Corporation            Trade Payable             $174,000

Arkansas Bolt               Trade Payable             $171,000

JG Schmidt Co. Inc.         Trade Payable             $163,000

OMI Industries              Trade Payable             $155,000

Dominion Building Products  Trade Payable             $153,000

Atlanta Metal Products      Trade Payable             $148,000

Navistar Leasing Trust      Trade Payable             $142,000

Navistar Leasing Company    Lessor                    $126,000

McGraw Hill Construction    Trade Payable             $124,000


MALLARD CABLEVISION: Case Summary & Largest Unsecured Creditors
---------------------------------------------------------------
Lead Debtor: Mallard Cablevision, L.L.C.
             3281 Racquet Club Drive
             Suite B
             Traverse City, Michigan 49684

Bankruptcy Case No.: 03-11391

Debtor affiliates filing separate chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        SunTel Communications, LLC                 03-11392
        SM Cable Holdings, LLC                     03-11393
        Mallard Holdings, Inc.                     03-11394

Type of Business: The Debtors provide cable television services
                  to non-metropolitan markets in 11 states.

Chapter 11 Petition Date: May 9, 2003

Court: District of Delaware

Debtors' Counsel: Michael David Debaecke, Esq.
                  Blank Rome LLP
                  1201 Market St.
                  Suite 800
                  Wilmington, DE 19899
                  Tel: (302) 425-6400
                  Fax : (302) 425-6464

                                  Total Assets:   Total Debts:
                                  -------------   ------------
Mallard Cablevision               $68,961,787     $102,035,458
SunTel Communications             $61,410,494      $22,899,115
SM Cable Holdings                 $49,363,409      $29,103,299
Mallard Holdings                           $0               $0

A. Mallard Cablevision's 20 Largest Unsecured Creditors:

Entity                                            Claim Amount
------                                            ------------
CDPQ SM Cable, Inc.                                 $2,816,159
2001 Avenue McGill College,
7 'etage
Montreal, Quebec, Canada H3A 1G1
Attn: Yvan Deschsamps

VL Asset Management, LLC                            $1,065,000
Attn: Steven A. Buxbaum
1000 Louisiana, Suite 4300
Houston, TX 77002

National Cable Television Cooperative                 $759,485
Attn: Kelly Qandil
PO Box 414826
Kansas City, MO 64141-4826

NC IV, Inc. d/b/a NCII                                $322,913
Attn: Bob Price
6150 Porter Road
Sarasota, FL 34240

Georgia Power Company                                 $259,652
96 Annex
Atlanta, GA 30396

Orangeburg County Treasurer                           $225,714

NBC, Inc.                                             $103,410

CBS Cable                                             $129,538

Dechert Price & Rhoads                                $126,078

Citrus County Tax Collector                           $112,639

Savannah Electric                                     $102,174

Gulf Power Company                                     $60,044

Alabama Power Company                                  $47,846

Baldwin County Electric                                $30,311

Fox Cable Networks Group                               $54,595

Pacificorp                                             $47,023

Covington Electric Corp.                               $37,388

Snapping Shoals Electric                               $32,102

The Hartford                                           $30,490

USA Cable                                              $44,463

B. SunTel Communications' 20 Largest Unsecured Creditors:

Entity                                            Claim Amount
------                                            ------------
National Cable Television Cooperative                 $429,916
Attn: Kelly Qandil
PO Box 414826
Kansas City, MO 64141-4826

A.D. Management, Inc.                                 $328,165
Attn: Joe D. Acker
PO Box 932
Fayette, AL 35555

Home Box Office                                       $121,057

Alabama Power                                         $186,851

McGuinn, Hillsman & Palefsky                           $90,000

Dechert Price & Rhoads                                 $98,289

Cullman Electric Company                               $24,466

Delta Equipment                                        $19,669

Disney/ABC Cable Networks                              $14,951

Flint Energies                                         $14,118

Fox Cable Networks Group                               $44,442

Georgia Power Company                                  $41,638

Houston County Board of Tax Assessors                  $35,474

Kern County California                                 $54,661

PricewaterhouseCoopers, LLP                            $57,500

The Hartford                                           $14,400

USA Network                                            $19,409

Plumas County Treasurer                                $19,770

CBS Cable                                              $21,101

Caisse de Depot ET                                     $38,267


MANITOWOC CO.: Will Padlock National Crane Facility by Year-End
---------------------------------------------------------------
The Manitowoc Company, Inc. (NYSE: MTW) will close its National
Crane boom-truck manufacturing facility in Waverly, NE and will
move production to the company's facility in Shady Grove, PA.
Both facilities were acquired when Manitowoc purchased Grove
Worldwide last year. The closing is expected to take place by
the end of 2003.

The transfer of production will improve long-term utilization
and productivity given the advanced systems already in place at
Shady Grove. Proceeds from the sale of assets are expected to
equal or slightly exceed the after-tax costs associated with the
move. These costs will primarily be reflected as an adjustment
to the purchase price of Grove Worldwide.

"As we continue to integrate Grove Worldwide, we will fully
leverage the synergies available in order to ensure that the
Crane segment is sized for profitability under current market
conditions and that the business is positioned to take off when
the economy improves," said Glen E. Tellock, president of
Manitowoc's Crane Group. "Customers should be assured that our
National Crane field sales and service support staff are not
expected to change. Operationally, our Shady Grove plant offers
world-class manufacturing equipment, processes, and systems. Our
integration plans will include the creation of specialized teams
from both locations to ensure a smooth transition, and our
customers will continue to receive the highest quality products
at exceptional values. Product quality and reliability will not
be compromised. We will continue to focus on investing in new
products, and our customers will continue to be supported by the
highest quality sales and aftermarket support team in the
industry," Tellock added.

The Manitowoc Company, Inc. is the world's largest provider of
lifting equipment for the global construction industry,
including lattice-boom cranes, tower cranes, mobile telescopic
cranes, boom trucks, and aerial work platforms. As a leading
manufacturer of ice-cube machines, ice/beverage dispensers, and
commercial refrigeration equipment, the company offers the
broadest line of cold-focused equipment in the foodservice
industry. In addition, the company is a leading provider of
shipbuilding, ship repair, and conversion services for
government, military, and commercial customers throughout the
maritime industry.

                         *    *    *

As previously reported, Standard & Poor's assigned its single-
'B'-plus rating to The Manitowoc Company Inc.'s $175 million
senior subordinated notes due 2012.

At the same time, the double-'B' corporate credit rating was
affirmed on the Manitowoc, Wisconsin-based company. In addition,
the rating was removed from CreditWatch where it was originally
placed on March 19, 2002, following the company's announcement
of the acquisition of Grove Investors Inc. The outlook is
negative.


MISSION RESOURCES: Will Appeal Nasdaq Delisting Determination
-------------------------------------------------------------
Mission Resources Corporation (Nasdaq:MSSN) announced that
Nasdaq has rescheduled to June 5, 2003, a hearing before a
Nasdaq Listing Qualifications Panel to review the Company's
appeal of a Nasdaq Staff Determination to delist the Company's
common stock from The Nasdaq National Market. The Company
believes it has a business plan in place to achieve and sustain
compliance with the Nasdaq Marketplace Rules and will present
that plan during the hearing.

Further, if Mission's request for continued listing on The
Nasdaq National Market is ultimately denied, the Company will
request that its common stock be transferred for trading on The
Nasdaq SmallCap Market.

Mission believes it will qualify for transfer to The Nasdaq
SmallCap Market and will be eligible for an additional 180-
calendar-day grace period to further implement its business
strategy. Many of the details of this plan will be discussed
tomorrow (10:00 a.m. CST) on the Company's scheduled First
Quarter Earnings conference call

Mission previously received a Nasdaq Staff Determination on
Jan. 28, 2003, indicating that the Company had failed to comply
with Nasdaq's minimum bid price requirement of $1.00 per share
for continued listing of the Company's common stock on The
Nasdaq National Market as set forth in Nasdaq Marketplace Rule
4450(a)(5). As a result, the Company's common stock was subject
to delisting from The Nasdaq National Market at the opening of
business on Feb. 6, 2003. Following procedures set forth in the
Nasdaq Marketplace Rule 4800 Series, the Company requested an
oral hearing before a Nasdaq Listing Qualifications Panel to
review the Nasdaq Staff Determination. Prior to the hearing
date, however, the Company was granted an additional 90 days or
until April 28, 2003, to come into compliance with the minimum
bid price requirement in accordance with SEC Release SR-NASD-
2003-34, and the hearing was therefore postponed.

On May 2, 2003, Mission received a subsequent Nasdaq Staff
Determination indicating that the Company had failed to regain
compliance with Nasdaq's minimum bid price requirement during
the aforementioned 90-day extension period. Accordingly, Nasdaq
has rescheduled the hearing before the Nasdaq Listing
Qualifications Panel for Thursday, June 5, 2003. The delisting
of the Company's common stock will be stayed pending the Panel's
decision, allowing it to continue to trade on The Nasdaq
National Market under the symbol "MSSN." As previously stated,
the Company intends to present a comprehensive plan to the Panel
for achieving and sustaining compliance with the Nasdaq
Marketplace Rules; however, the Company can make no assurance
that the Panel will grant the Company's request for continued
listing on The Nasdaq National Market or for transfer of its
common stock for trading on The Nasdaq SmallCap Market.

"Since our successful senior credit facility refinancing and the
repurchase of $97.6 million of our senior notes in March, we
have been developing a comprehensive business plan to further
Mission's recovery. This plan includes a carefully evaluated
exploration and development program that we are now
implementing," said Robert L. Cavnar, chairman, president and
chief executive officer. "We will present this plan to the Panel
on June 5."

Mission Resources Corporation is a Houston-based independent
exploration and production company that drills for, acquires,
develops and produces natural gas and crude oil in the Permian
Basin of West Texas, along the Texas and Louisiana Gulf Coast
and in the Gulf of Mexico.

                         *    *    *

As reported in Troubled Company Reporter's April 22, 2003
edition, Standard & Poor's Ratings Services withdrew its ratings
on oil exploration and production company Mission Resources
Corp. In addition, the ratings on Mission's senior subordinated
notes due 2007 were also withdrawn.

Standard & Poor's most recent corporate credit and subordinate
ratings were 'CCC+' and 'CCC-', respectively, reflecting the
ratings downgrade on April 1, 2003. The ratings prior to
withdrawal reflected Mission's limited liquidity, diminished
financial flexibility, and weak asset coverage.


NATIONAL CENTURY: Proposes Medshares Sale Bidding Procedures
------------------------------------------------------------
To ensure that the Debtors' estates realize the maximum sale
price for the Medshares Claim, National Century Financial
Enterprises, Inc., and its debtor-affiliates ask the Court to
approve competitive bidding procedures in connection with the
sale of the Medshares Claim.

The proposed Competitive Bidding Procedures are:

(a) Only pre-qualified bidders will be entitled to submit a bid
    to purchase the Medshares Claim for at least the Minimum Bid
    and otherwise on the terms and conditions set forth in the
    Transfer Agreement at the Auction Sale;

    To be a Qualified Bidder, an entity must, on or before 12:00
    noon, Eastern Time two business days prior to the date of
    the Auction Sale, provide:

    (1) a deposit in the form of a cashier's or certified check
        or a letter of credit equal to 10% the Cash Portion -- a
        Bidder Deposit;

    (2) a fully executed purchase agreement, which will
        substantially conform to the Transfer Agreement, except
        as to price; and

    (3) a detailed description of the sources and relevant
        amounts of equity or debt financing.  If financing will
        be provided by external sources, a bidder must include
        copies of relevant commitment letters and identify the
        individuals at the financing institutions so that the
        Debtors may contact them.

(b) Nothing in these procedures will impair the right of any
    creditor whose claim is secured by a lien against the
    Medshares Claim to bid at the Auction Sale.  In accordance
    with Section 363(k) of the Bankruptcy Code, if the creditor
    purchases the Medshares Claim, the creditor may offset its
    claim against the purchase price;

(c) Copies of all written offers received by the Debtors, in
    care of David Coles, the Debtors' acting CEO, from a
    Qualified Bidder will be promptly provided to counsel to the
    Creditors' Committee and counsel to the Subcommittees;

(d) The Auction Sale will take place by open bidding and will be
    presided over by the Debtors.  Bidding at the Auction Sale
    will be limited to Qualified Bidders.  Commencing with the
    highest bid submitted by a Qualified Bidder to purchase the
    Medshares Claim, competitive bidding among the two or more
    Qualified Bidders for the Medshares Claim will proceed in
    accordance with the Bidding Increment established;

(e) The Auction Sale of the Medshares Claim will be on an "as
    is" and "where is" basis and will be without representation
    or warranties of any kind or nature whatsoever, except as
    set forth in the Transfer Agreement;

(f) All bids for the Medshares Claim must be on a cash basis.
    Further, the bid of any Qualified Bidder will not be subject
    to any contingency whatsoever, except for Court approval and
    as may be contained in the Transfer Agreement;

(g) Any offer must state that:

    (1) it constitutes a binding offer and that it will remain
        in effect through the date of closing of the sale of the
        Medshares Claim; and

    (2) the bidder is prepared to consummate the transaction one
        business day after the entry of the sale order.

(h) At the conclusion of the Auction Sale, the Debtors will
    determine the highest and best offer for the Medshares
    Claim;

(i) The Bidder Deposit submitted by a Qualified Bidder that is
    not the Successful Bidder will be returned to the Qualified
    Bidder within two business days after the closing of the
    sale of the Medshares Claim to the successful Bidder.

    The Bidder Deposit submitted by a Qualified Bidder that is
    the Successful Bidder will be retained by the Debtors as a
    credit against the winning bid;

(j) In the event the Successful Bidder, as approved by the
    Court, fails to close its purchase of the Medshares Claim
    pursuant to the Transfer Agreement and the Sale Order, the
    Qualified Bidder who submitted the second highest competing
    bid at the Auction Sale, as approved by the Debtors, will be
    deemed to be the Successful Bidder and will be obligated to
    close its proposed purchase of the Medshares Claim on the
    terms and conditions of its last bid; and

(k) The closing of the sale to the Successful Bidder will take
    place on the first business day after entry of the Sale
    Order or as soon thereafter as practicable, provided all
    terms and conditions of the Transfer Agreement are
    satisfied.

Mr. Oellermann explains that the sale of the Medshares Claim to
the highest and best bidder will permit the Debtors to monetize
promptly this estate asset.

The Debtors also seek Court approval of the manner of notice of
the Competitive Bidding Procedures and the proposed sale.  No
later than five business days after the Court enters its order
approving the Competitive Bidding Procedures, the Debtors will
file and serve a notice of the proposed sale of the Medshares
Claim and a scheduled auction with respect to the claim.

The Sale Notice will describe:

    -- the Medshares Claim,

    -- the minimum acceptable competing bid for the Medshares
       Claim,

    -- the minimum bidding increment for the Auction Sale,

    -- the Purchaser's and other parties rights to participate
       in the Auction Sale and to make higher and better offers,
       and

    -- a description of the Competing Bidding Procedures.

The Notice will be served to:

    -- the U.S. Trustee,

    -- the Creditors' Committee counsel,

    -- the Debtors' prepetition bank lenders' counsel,

    -- the counsel of the indenture trustees for the prepetition
       notes,

    -- the NPF VI Subcommittee's proposed counsel,

    -- the NPF XII Subcommittee's counsel,

    -- Uniscribe,

    -- Todd J. Garamella and his counsel,

    -- all parties that have asserted a security interest in the
       Medshares Claim, and

    -- parties that have filed requests for notice in these
       cases.

Moreover, the Debtors will publish the Sale Notice in an
appropriate industry-based periodical or website.

"The proposed notice of the sale of the Medshares Claim is
adequate and reasonable," Mr. Oellermann maintains.  The Debtors
believe that the Purchase Price that will be obtained through
the Competitive Bidding Procedures for the Medshares Claim will
be fair and reasonable under the circumstances. (National
Century Bankruptcy News, Issue No. 16; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


NAVIGATOR GAS: Gets Court Nod to Hire Leaf Saltzman as Auditors
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
gave its nod of approval to Navigator Gas Transport PLC and its
debtor-affiliates' application to retain and employ Leaf,
Saltzman, Manganelli, Pfeil & Tendler, LLP as their auditors.

The Debtors are retaining Leaf Saltzman to audit financial
statements and related disclosures and assist in preparing
documents required by the Securities and Exchange Commission and
statutory and other regulatory authorities around the world.
Leaf Saltzman's auditing services are necessary to enable the
Debtors to execute their duties as debtors and debtors in
possession.

The Debtors are required by various federal agencies to complete
audited financial statements for the year ended December 31,
2002. Leaf Saltzman is particularly well suited to provide the
type of professional services required by the Debtors since the
firm provided audit services to the Debtors for their financial
statements for the years 1999, 2000 and 2001.

The Debtors will compensate Leaf Saltzman at a flat rate of
$75,000 plus reimbursement of expenses, subject to a $13,000
cap.

Navigator Gas Transport PLC's business consists of the transport
by sea of liquefied petroleum gases and petrochemical gases
between ports throughout the world. The Company filed for
chapter 11 protection on January 27, 2003 (Bankr. S.D.N.Y. Case
No. 03-10471).  Adam L. Shiff, Esq., at Kasowitz, Benson,
Torres & Friedman LLP represents the Debtors in their
restructuring efforts.  When the Company filed for protection
from its creditors, it listed $197,243,082 in assets and
$384,314,744 in liabilities.


NAVISTAR INT'L: Schedules Conference Cal Web Cast for Thursday
--------------------------------------------------------------
Navistar International Corporation, (NYSE:NAV) the nation's
largest commercial truck, school bus and mid-range diesel engine
producer, will hold a live audio web cast at 10:00 a.m. Central
Daylight Time, Thursday, May 15, 2003 to discuss financial
results for the second fiscal quarter ended April 30, 2003,
business highlights and the outlook for the remainder of the
year. The company's earnings news release will be distributed on
Business Wire approximately three hours in advance of the call.
Speakers on the call will be Daniel C. Ustian, president and
chief executive officer and Robert C. Lannert, vice chairman and
chief financial officer.

The web cast can be accessed through a conference call link on
the investor relations page of Navistar's Web site at
http://www.nav-international.com/ Investors are advised to log
on to the Web site at least 15 minutes prior to the call to
allow sufficient time for downloading any necessary software.
The financial and statistical information provided as part of
the call will be available to investors on the investor
relations page of the company's website prior to the start of
the call. The web cast will be available for replay at the same
address approximately three hours following its conclusion
through 5 p.m. May 25.

Headquartered in Warrenville, Illinois, Navistar International
Corporation (NYSE:NAV) is the parent company of International
Truck and Engine Corporation, a leading producer of mid-range
diesel engines, medium trucks, heavy trucks, severe service
vehicles and a provider of parts and service sold under the
International(R) brand. IC Corporation, a wholly owned
subsidiary, produces school buses. The company also is a private
label designer and manufacturer of diesel engines for the pickup
truck, van and SUV markets. Additionally, through a joint
venture with Ford Motor Company, the company builds medium
commercial trucks and sells truck and diesel engine services
parts. International Truck and Engine has the broadest
distribution network in the industry. Financing for customers
and dealers is provided through a wholly owned subsidiary.
Additional information can be found on the company's Web site at
http://www.nav-international.com

As reported in Troubled Company Reporter's December 17, 2002
edition, Fitch Ratings assigned a 'BB' to Navistar International
Corporation's $190 million senior unsecured convertible notes.
The Rating Outlook is Negative.

Fitch Ratings downgraded Navistar's existing securities to
reflect the continuing weak industry environment in Navistar's
core medium and heavy-duty truck markets in North America,
recent occurrences in Navistar's joint efforts with Ford,
continued headwinds in certain cost areas such as employee and
retiree healthcare costs, and concerns over the impacts of
substantial cash calls associated with scheduled pension
contributions and restructuring charges. Mitigating these
negatives were some positive factors such as the completion of
Navistar's major capital expenditure program, overall product
competitiveness, restructuring efforts that have positioned them
for the future, and the recent conclusion of contract
negotiations with the UAW.


NEENAH FOUNDRY: Moody's Hatchets Ratings over Limited Cash Flow
---------------------------------------------------------------
Moody's Investors Service lowered the ratings of Neenah Foundry
Company and revises outlook to stable.

                       Downgraded Ratings

                                                 To       From

* Neenah's aggregate $282 million                C        Caa3
  11.125% guaranteed senior sub. notes,
  Series B, D and F, due  May 2007;

* Neenah's $120 million of remaining             Caa3      Caa1
  rated guaranteed senior secured bank credit
  facilities, consisting of:

  * $1.6 million guaranteed senior secured tranche A term
    loan due September 2003;

  * $112.7 million guaranteed senior secured tranche B
    term loan due September 2005;

  * $7.2 million guaranteed senior secured acquisition
    loan facility due June 2004

* Neenah's senior implied rating; and            Caa3     Caa1

* Neenah's senior unsecured issuer rating         Ca      Caa2

The ratings downgrade reflect Moody's belief that Neenah's will
continue to have insufficient cash flow to pay for the company's
high debt load. Neenah is in violation of its March 2003 bank
covenants and failed to make its $15.8 million May 1, 2003,
interest payment on its senior subordinate notes. The company is
7operating under a forbearance pact and the interest payment is
subject to a 30-day grace period.

Neenah Foundry Company, a manufacturer and marketer of metal
castings and forgings for the heavy municipal market and
selected segments of the industrial markets, is based in Neenah,
Wisconsin.


NQL DRILLING: Dec. 31 Working Capital Deficit Tops $17 Million
--------------------------------------------------------------
NQL Drilling Tools Inc. announces year end and fourth quarter
results for the period ended December 31, 2002. (All monetary
amounts are expressed in Canadian dollars unless specified
otherwise).

The Company recorded revenues of $96.7 million for the year
ended December 31, 2002. This represents a decrease of 23% over
revenues for the year ended December 31, 2001, which were $125
million. A net loss of $5.9 million was recorded in 2002, a
decrease of 138% over the 2001 income before goodwill
amortization of $15.6 million.

The Company recorded revenues of $30.3 million during the fourth
quarter of fiscal 2002. This represents a decrease of 1% over
2001 revenues, which were $30.7 million. A net loss of $2.5
million was recorded for the quarter compared to income before
goodwill amortization of $1.4 million.

                           Revenues

Geographic Segments

Canadian revenues for the quarter were $8.7 million compared to
$10.2 million in 2001 and $6.6 million in Q3 of 2002. The
decrease in revenues can be attributed to general decline in
drilling activity in the Canadian market compared to the prior
year. Black Max operations in Canada posted revenues of $3.4
million compared to $5.1 million last year and $2.7 million last
quarter. CanFish operations showed revenues for the quarter of
$4.4 million, which equaled the revenues, earned in Q4 of 2001.
The remaining revenues came from DPI and NBJ, which posted
revenues of $0.60 and $0.40 million, respectively.

Similar results occurred in the US, with the substantial decline
in drilling activity in that market. Overall, US revenues for
the fourth quarter were $12.8 million compared to $12.6 million
in the fourth quarter of 2001 and $9.0 million in the third
quarter of 2002. Black Max operations in the US had revenues of
$6.6 million compared to $8.7 million in the prior year.
Ackerman International posted revenues of $2.1 million compared
to $2.6 million. DPI had revenues for the quarter in the US of
$4.2 million.

Internationally, the Company had revenues of $8.8 million
compared to $7.9 million in 2001 and $7.7 million in the third
quarter of 2002. The largest contributor to international
revenues for the quarter was the Company's DPI operation,
posting revenues of $3.8 million. Venezuelan operations posted
revenues of $1.6 million compared to $4.1 million in the prior
year. U.A.E. operations had revenues of $1.1 million compared to
$0.9 million in the prior year. Other international revenues
came from operations in Holland, Bolivia, Argentina and Mexico.
DPI's revenues were earned in the Middle East, Europe, Africa
and Asia Pacific regions.

The Company's geographic revenue distribution in the fourth
quarter of 2002 was divided as follows: Canada - 29%; US - 42%;
and International - 29%. (Total for 2002: Canada - 30%; US -
40%; International - 30%) In the fourth quarter of 2001, this
allocation was Canada - 33%, US - 41% and International - 26%.

                           Expenses

Direct expenses for the fourth quarter of 2002 were $17.5
million (58% of sales) compared to $17.7 million (58% of sales)
for 2001. This resulted in a gross margin for the quarter of
42%, which equaled that of the prior year.

General and administrative expenses were $10.4 million,
representing 34% of revenues, compared to $5.8 million or 19% in
2001. Amortization expense increased to $14.8 million in 2002
from $12.4 million in the prior year.

Interest expense in the quarter was $2.3 million compared to
$0.8 million last year. The increase can be attributed to
interest and financing costs incurred on funds borrowed to
acquire DPI, as well as increases in the Company's operating
lines.

                        Net Earnings

Net loss for the fourth quarter was $2.5 million compared to
income before goodwill amortization of $1.4 million in 2001.
Effective January 1, 2002, the Company adopted new accounting
standards for business combinations, goodwill and other
intangible assets. Under the new standards of accounting,
goodwill is no longer amortized. Goodwill amortization recorded
in the fourth quarter of 2001 was $0.7 million.

          Restatement of Historical Financial Results

    The Company has recently restated its financial statements
for the years ended 2001 and 2000 and the sixteen months ended
December 31, 1999. These restated financial statements have
recently been filed on Sedar. The restatements related primarily
to changes in the areas of foreign currency translation and
future income taxes.

                          Financing

    The Company is presently in violation of its profit-based
covenants, as stipulated in the terms of its current financing
arrangements. The Company's bankers continue to work with
management on restructuring its debt facilities and have
provided an extension to May 30, 2003.

                           Outlook

    Due to the short-term nature of the Company's present debt
facilities, management will take a cautious approach for the
balance of 2003 to ensure continued stability for its worldwide
group of companies. Management will continue to work with its
bankers and financial advisors to secure a long-term solution
for its debt facilities. We will also continue to focus on
increasing utilization of existing downhole tools and inventory
and plan to transfer these assets into areas where the best
return can be achieved. While many tools were moved into Canada
from the US during the busy winter drilling season, many of
these tools are now being returned to the US as this market
begins to strengthen. Due to the slowdown in some the Company's
South American markets, downhole tools and inventory are being
shifted to more active markets.

With the recent increase in drilling activity in many of the
Company's markets, we are optimistic of the prospects for the
balance of 2003 and into 2004.

NQL Drilling Tools' December 31, 2002 balance sheet shows that
its total current liabilities exceeded its total current assets
by about $17 million.

NQL Drilling Tools Inc. is an industry leader in providing
downhole tools and technology used primarily in drilling
applications in the oil and gas, environmental and utility
industries on a worldwide basis. NQL Drilling Tools Inc. shares
are traded on the Toronto Stock Exchange under the symbol:
"NQL.A".

               Update on Financing Arrangements

As reported in Troubled Company Reporter's April 9, 2003
edition, the Company said that under the terms of its current
financing arrangements the Company is subject to various
financial covenants. Due to the aforementioned factors, the
Company is presently in violation of its profit-based covenants.
The Company's bankers continue to work with management on
restructuring its debt facilities and have extended the bridge
loan to April 9, 2003.

The Company has appointed a Special Committee of the Board of
Directors having as its mandate to work with management and its
financial advisors to explore refinancing alternatives and to
resolve issues relating to the Company's bridge financing.


OMNOVA: Fitch Rates New Notes & Debt Facility at BB/BB+
-------------------------------------------------------
Fitch Ratings has assigned a 'BB' rating to OMNOVA Solutions
Inc.'s proposed $165 million senior secured notes due 2010 and a
rating of 'BB+' to Omnova's proposed senior secured credit
facility.

Omnova recently announced its plans to refinance its existing
$60 million accounts receivable securitization program and $180
million senior secured credit facility. These existing
facilities would be replaced by $165 million senior secured
notes and a $100 million senior secured credit facility. The new
notes would be secured by domestic property, plant and equipment
(PPE). The new credit facility will be a borrowing base revolver
with availability based on eligible accounts receivable and
eligible inventory. In addition, the three-year credit facility
will be secured by a first perfected lien in all assets of the
company other than the PPE securing the new notes and pledges of
subsidiary stock will be limited to 100% of two domestic
subsidiaries.

The ratings reflect the company's size, market position,
liquidity and financial performance. Omnova is a small company
with EBITDA of $37 million on revenue of $678 million for the
trailing twelve month period ended Feb. 28, 2003. Its size makes
the company vulnerable to downside events. However, the company
has remained cash flow positive during the current cyclical
downturn. In addition, although Omnova is small, the company
provides differentiated design and performance products; has
leading market positions in commercial wall covering, coated
fabrics, and vinyl and paper laminates; and is a leading
producer of styrene butadiene latex.

These market positions, as well as reductions in capital
expenditure and the elimination of the dividend, have helped the
company during the trough. On a trailing twelve month basis for
the period ended Feb. 28, 2003, Omnova's EBITDA-to-interest
incurred was 4.0x and its total debt (including the A/R program
balance)-to-EBITDA was 5.4x. The rating on the new secured
credit facility is one notch higher than the rating on the new
notes in part because of the liquidity of its collateral and the
expected recovery for the lenders in the event of default.
OMNOVA Solutions is a specialty chemical company with nearly $44
million in EBITDA on sales of $681 million in 2002. The company
produces commercial wallcovering, coated fabrics, commercial
roofing membrane systems, adhesives, and paper and paperboard
chemicals. End-use markets for Omnova's products include
construction and home furnishings, textiles, and paper.


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

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

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

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


PAC-WEST: CPUC Votes on New Interconnection Agreement with SBC
--------------------------------------------------------------
Pac-West Telecomm, Inc. (Nasdaq: PACW), a provider of integrated
communications services to service providers and business
customers in the western U.S., announced that the California
Public Utilities Commission voted on its new interconnection
agreement with SBC Communications for operations in California.

The new three-year agreement establishes the rules under which
Pac-West and SBC interconnect their networks so that each
carrier's customers can successfully call customers on the other
carrier's network, and each carrier will be compensated for the
associated costs.

John Sumpter, Pac-West's Vice President of Regulatory,
commented, "The modified alternate decision adopted today is a
vast improvement over what was initially proposed.  We are
grateful to the CPUC for their efforts in reworking the ICA to
find a middle ground we believe both parties can live with."

Sumpter continued, "The terms of the agreement require Pac-West
to modify our network.  In recognition of the effort that is
required, the CPUC has granted Pac-West until July of 2004 to
enact these modifications.  The CPUC has also made revenue
concessions in the modified alternate proposal that will allow
Pac-West to offset potential increased transport costs.  We
would like to recognize the CPUC for taking the time necessary
for crafting a decision that appears to act in the best
interests of both parties, but more importantly, for
California's consumers."

Wally Griffin, Pac-West's Chairman and CEO, commented, "We are
very pleased that the uncertainty surrounding our ICA with SBC
is over and we can now move forward with finalizing the contract
details.  Once this is complete, we will be in a position to
assess the impacts to our business model and make any required
modifications.  In general, the decision appears to be within a
range that is workable.  While it does require us to make
significant investments in our network that we wouldn't
otherwise do, the decision provides us the time to do so with
the benefits of potential revenue upside and an expanded network
to serve our customers."

Founded in 1980, Pac-West Telecomm, Inc. is one of the largest
competitive local exchange carriers headquartered in California.
Pac-West's network carries over 100 million minutes of voice and
data traffic per day, and an estimated 20% of the dial-up
Internet traffic in California.  In addition to California, Pac-
West has operations in Nevada, Washington, Arizona, and Oregon.
For more information, please visit Pac-West's Web site at
http://www.pacwest.com

As reported in Troubled Company Reporter's May 1, 2003 edition,
Standard & Poor's Ratings Services lowered its corporate credit
rating on Stockton, Calif.-based competitive local exchange
carrier Pac-West Telecomm Inc. to 'D' from 'CC'. The rating on
the 13.5% senior notes due 2009 has been lowered to 'D' from
'C'. The downgrade is due to the company's completion of a cash
tender offer to exchange its 13.5% senior notes at a significant
discount to par value. Standard & Poor's views such an exchange
as coercive and tantamount to a default on the original terms of
the notes.

Given the company's significant dependence on reciprocal
compensation (the rates of which the company expects to further
decline in 2003) and its limited liquidity, Pac-West will likely
find the implementation of its business plan continue to be
challenging.


POLYPHALT: Discussing Likely Default Under Grandwin Credit Pact
---------------------------------------------------------------
Polyphalt Inc. reported results for the first quarter of
operations, ended March 30, 2003. Polyphalt's revenues for the
first quarter of the year were $1.5 million, an increase of
$100,000 compared to the prior period. The Company reported a
loss of $871,049 for the first quarter compared to a loss of
$550,156 in the same period of 2002. The increase in the loss
was mainly related to a lower 2003 licensing fee and royalties
by $98,500 due to the timing difference and an increase in
expenses of approximately $263,000. Factors that contributed to
the increase in expenses include:

- One time gain due to reversal of a non-recurring accrual
  in 2002 $ 100,000

- Foreign exchange gain in 2002 vs foreign exchange loss
  in 2003 due to stronger Canadian dollars compared to
  the US dollars $ 72,000

- One time legal fee relating to the loan offered by Grandwin
  and increase in insurance costs due to the tight insurance
  market after 911, etc. $ 91,000

On February 21, 2003, Polyphalt secured a loan facility of up to
$4,000,000 from its majority shareholder, Grandwin Holdings
Limited. The loan bears interest at the Canadian Imperial Bank
of Commerce prime rate plus 1% to be paid monthly on the
outstanding balance. In addition, Polyphalt is responsible for
paying the applicable withholding taxes related to the interest
payments to Grandwin. Proceeds from the loan will be used to
meet Polyphalt's working capital requirements for 2003. As at
the end of March 2003, $1,000,000 of the loan has already been
drawn down.

In 2003, Polyphalt restructured its business along market lines
into Paving and Roofing Divisions.

For the Paving Division, revenue activities are typically lower
in the first quarter reflecting the seasonality of asphalt
paving. During the quarter, the Division continues to actively
pursue new licensing agreements in Europe and North America and
the sale of Polyblend(TM), a formulated polymeric modifier in
powder form. As the market in North America becomes more mature
in the PMA technologies, the ability to retain current licensees
becomes more challenging. Polyphalt is currently considering
different models to maximize the utilization of our technical
capabilities to better serve our customers.

In March, one of Polyphalt's largest licensees (representing
approximately 22% of Polyphalt's licensing and royalty revenue
in 2002) provided the company with notice that it was
terminating its agreement with the company, effective June,
2003. This termination will greatly affect the outlook of
Polyphalt for 2003. Management is currently working with this
licensee to review alternatives in order to continue the
relationship. Polyphalt is also currently discussing with
Grandwin whether or not the termination of this license
constitutes an event of default under the loan agreement with
Grandwin.

The results for the Roofing Division in the first quarter were
encouraging with 2003 sales 19% stronger than 2002. The growth
in sales revenue was both a direct result of an increase in
prices instituted in December 2002 and a slow but steady
improvement in the markets that the Roofing Division serves. The
Division will continue to pursue new sales opportunities in the
retail and contractor business in order to increase its capacity
utilization. ISO registration is expected to complete in 2003
which will enhance the Division's focus in quality and
continuous improvement.

While we are cautious regarding the outlook of the world economy
and its impact on Polyphalt customers in 2003, Polyphalt is
forecasting that through a blend of cost control, margin
improvement and continued expansion, our bottom line performance
will continue to improve.

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

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


PRESTOLITE: S&P Keeps Watch on Low-B Ratings over Potential Sale
----------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B-' corporate
credit and senior unsecured ratings on Ann Arbor, Michigan-based
Prestolite Electric Inc., on CreditWatch with positive
implications, indicating that ratings could be raised or
affirmed.

The CreditWatch listing follows Prestolite's announcement that
it has retained CIBC World Markets Corp. to assist in the
potential sale of the company, a global manufacturer of
alternators and starter motors for automotive original equipment
manufacturers and the aftermarket.

"We expect that a sale of the company could result in a higher
rating, should Prestolite be sold to a significant strategic
buyer or a financial buyer that intended to establish a more
robust capital structure," said Standard & Poor's credit analyst
Nancy Messer.

If no sale is consummated, Standard & Poor's would review the
company's stand-alone strategies and financial policies, and
ratings could be affirmed. Standard & Poor's will resolve the
CreditWatch listing when details of a sale transaction are made
final or the plans to sell the company are discontinued. The
company had total balance sheet debt of about $106 million as of
year-end 2002.

Prestolite's products are sold in the heavy- and medium-duty
truck and bus markets, accounting for more than 50% of sales,
and the light-vehicle automotive market.


PROTECTION ONE: Dr. Gene A. Budig Resigns from Company's Board
--------------------------------------------------------------
Protection One, Inc. (NYSE: POI) announced that Dr. Gene A.
Budig has resigned from the Board of Directors of Protection
One, Inc., and Protection One Alarm Monitoring, Inc., effective
immediately, to further pursue his academic interests.  Dr.
Budig had served as a director since 2001.

"Dr. Budig brought a great deal of experience and insight to our
board. We are grateful for his contributions to the Protection
One board and wish him much success in his future endeavors,"
said Richard Ginsburg, President and Chief Executive Officer of
Protection One.

Protection One, one of the leading commercial and residential
security service providers in the United States, provides
monitoring and related security services to more than one
million residential and commercial customers in North America
and is a leading security provider to the multifamily housing
market through Network Multifamily.   For more information
on Protection One, go to http://www.ProtectionOne.com

As previously reported in Troubled Company Reporter, Standard &
Poor's placed its 'B' corporate credit and other ratings for
Protection One Alarm Monitoring Inc., on CreditWatch with
negative implications. The action was taken because of concerns
associated with the intention of 88% owner Westar Energy Inc.,
(BB+/Watch Neg/--) to dispose of Protection One and the
potentially negative impact of recent directives by the Kansas
Corporation Commission.


RIVERWOOD INT'L: Invests $75M to Enhance Technology & Production
----------------------------------------------------------------
Riverwood International Corporation, a leading provider of
paperboard and packaging solutions, plans to add new
manufacturing technology and equipment designed to enhance
the competitiveness of its beverage carton converting
operations.  The capital investment of approximately $75 million
and other initiatives will be made over the next 30 months.

"We intend to build on our competitive position as a low cost,
high quality supplier to our global beverage carton customers,"
said Stephen M. Humphrey, President and Chief Executive Officer
of Riverwood.  "These improvements are designed to enable us to
maintain our high production standards and provide some of the
most sophisticated graphic packaging products available."

As part of implementing new automated systems and adding press
capacity, Riverwood will now serve customers from four
converting facilities located in Ohio, Louisiana, Mississippi
and Georgia.

Specific features of these initiatives include:

    *  A capital investment of approximately $75 million in
       plant automation and new press capacity.

    *  Transfer of beverage carton converting operations from
       its Fort Atkinson, WI plant to its West Monroe, LA
       facility.

    *  Consolidation of soft drink carton converting operations
       to Riverwood's Perry, GA facility.

"We are fortunate that our business model, our stature with our
customers and our employee commitment will enable us to
implement these improvements as seamlessly as possible," said
Mr. Humphrey.

Riverwood expects the consolidation of facilities to take place
over the next 30 months and to result in the addition of new
positions in some locations and reductions elsewhere, and at the
same time to enhance the Company's ability to produce quality
products.

Riverwood International Corporation is a leading integrated
provider of paperboard packaging solutions to multinational
beverage and consumer products companies.  Headquartered in
Atlanta, Riverwood has annual sales of over $1.2 billion and
approximately 4,100 employees at its operations in six
countries. Riverwood has approximately $900 million in public
debt outstanding and represents substantially all of the
business assets of Riverwood Holding, Inc. A fund managed by
CD&R led the $2.8 billion purchase of Riverwood from Manville
Corporation in March 1996.  Additional information about
Riverwood can be found at http://www.riverwood.com

                       *    *    *

As previously reported in Troubled Company Reporter, Standard &
Poor's said that its ratings on Riverwood International Corp.,
including its single-'B' corporate credit rating, remain on
CreditWatch with positive implications where they were placed on
May 9, 2002, following the company's announcement of a planned
initial public offering (IPO) of $350 million of common stock.


SIEBEL SYSTEMS: Conducts Internal Review of Executive Statements
----------------------------------------------------------------
Siebel Systems, Inc. (Nasdaq:SEBL), a leading provider of
eBusiness applications software, announced that, in response to
an inquiry from the Securities and Exchange Commission, it is
conducting an internal review of the circumstances involving
recent statements that were reported by CBS MarketWatch to have
been made by company executives.

On May 6, 2003, the SEC contacted the company and indicated that
a May 1, 2003 article on CBS MarketWatch had raised questions
regarding the company's compliance with Regulation FD. The
article stated that the company's stock had risen by $0.63
during the course of the day after a dinner attended by certain
financial analysts, investors and executives of the company.

The audit committee of the company's Board of Directors is
directing the review of the company's compliance with applicable
laws and company policies, and has engaged counsel in connection
with such review. The company has not concluded that any
violation has occurred. Upon completion of the review, Siebel
Systems intends to take required and appropriate actions, if
any. The company is cooperating in full with the SEC inquiry.

The members of the company's audit committee are George T.
Shaheen (Chairman), James C. Gaither and Charles R. Schwab.
Shaheen is the former President, Chief Executive Officer and
Chairman of the Board of Webvan Group, Inc. and the former
Managing Partner and Chief Executive Officer of Andersen
Consulting (now Accenture). Gaither is a Managing Director of
Sutter Hill Ventures. Schwab is the Chairman and Co-Chief
Executive Officer of The Charles Schwab Corporation.

Siebel Systems, Inc. is a leading provider of eBusiness
applications software, enabling corporations to sell to, market
to, and serve customers across multiple channels and lines of
business. With more than 3,500 customers worldwide, Siebel
Systems provides organizations with a proven set of industry-
specific best practices, CRM applications, and business
processes, empowering them to consistently deliver superior
customer experiences and establish more profitable customer
relationships. Siebel Systems' sales and service facilities are
located in more than 28 countries.

As reported in Troubled Company Reporter's April 29, 2003
edition, Standard & Poor's Ratings Services affirmed its 'BB'
corporate credit and 'B+' subordinated ratings on Siebel Systems
Inc. At the same time, Standard & Poor's revised the company's
outlook to negative from stable, reflecting a large decline in
license revenues amid a still-challenging software spending
environment.


SIX FLAGS INC: Completes Tender Offer for 10% Senior Disc. Notes
----------------------------------------------------------------
Six Flags, Inc. (NYSE: PKS) has successfully completed the
tender offer for its 10% Senior Discount Notes due 2008 (CUSIP
No. 740540 AE 9).

As of 5:00 p.m., New York City time, on May 7, 2003, the
scheduled expiration date, Six Flags had accepted tenders of
Senior Discount Notes from holders of 99.1% of the $401 million
outstanding Senior Discount Notes pursuant to the Offer to
Purchase dated April 9, 2003.

Holders of Senior Discount Notes who tendered their Senior
Discount Notes on or prior to 12:00 midnight, New York City
time, on April 15, 2003, received the Total Consideration of
105.5% of the principal amount of the Senior Discount Notes
validly tendered, plus accrued and unpaid interest up to, but
not including, April 16, 2003. Holders who tendered their Senior
Discount Notes after 12:00 midnight, New York City time, on the
Early Tender Date but prior to the Expiration Date, received
105% of the principal amount of the Senior Discount Notes
validly tendered, plus accrued and unpaid interest up to, but
not including, the payment date.

As previously announced, on April 16, 2003, Six Flags called for
redemption, in accordance with the terms of the indenture
governing the Senior Discount Notes, all Senior Discount Notes
that remain outstanding after the expiration date of the tender
offer, at the applicable redemption price of 105% of the
principal amount thereof, plus interest accrued to the
redemption date of May 16, 2003.

Six Flags is the world's largest regional theme park company,
currently with thirty-nine parks throughout North America and
Europe.

As reported in Troubled Company Reporter's April 11, 2003
edition, Standard & Poor's Ratings Services assigned its 'B'
rating to Six Flags Inc.'s $430 million senior notes due 2013.
Proceeds from the offering will be used to refinance its $401
million 10% senior discount notes due 2008.

At the same time, Standard & Poor's affirmed its ratings,
including its 'BB-' corporate credit rating, on the company.
Oklahoma City, Oklahoma-based Six Flags is the largest regional
theme park operator and the second-largest theme park company in
the world. Total debt and preferred stock as of December 31,
2002, was $2.6 billion.


SPECIAL METALS: Files Reorganization Plan in Lexington, Kentucky
----------------------------------------------------------------
Special Metals Corporation and its U.S. subsidiaries, as
Debtors-in-Possession, have filed a joint plan of reorganization
and accompanying disclosure statement in the U.S. Bankruptcy
Court for the Eastern District of Kentucky in Lexington.

The plan of reorganization contemplates a stand-alone plan in
which the Company and its subsidiaries will continue to operate
the businesses following the reorganization. As part of the
reorganization process, numerous discussions and negotiations
have been and will continue to be held among the Company and its
major constituencies, including the Company's lenders, the
unsecured creditors' committee, the salaried retirees'
committee, the United Steelworkers of America, the International
Association of Machinists and Aerospace Workers, and other
parties in interest. The need to reduce costs and existing debt
are the keys to the success of the Company's plan.

While the plan as filed provides for a stand-alone
reorganization, the Company has reserved the right to sell its
assets instead. The Company has received various proposals for
the sale of substantially all of its assets, and it continues to
evaluate this option.

"The filing of the reorganization plan is a pivotal step forward
for the Company. It signals the beginning of our process of
emergence from Chapter 11 bankruptcy," said Special Metals
President T. Grant John. "While we still have a number of
significant issues to address and court procedures to complete
over the next 90 days or so, the stage has been set for the
Company to emerge from bankruptcy with a reduced cost structure,
an improved balance sheet, and all of our business units
intact."

Special Metals is the world's largest and most-diversified
producer of high-performance nickel-based alloys. Its specialty
metals are used in some of the world's most technically
demanding industries and applications, including: aerospace,
power generation, chemical processing, and oil exploration.
Through its 10 U.S. and European production facilities and a
global distribution network, Special Metals supplies over 5,000
customers and every major world market for high-performance
nickel-based alloys.


STRUCTURED ASSET: Fitch Takes Rating Actions on Various Classes
---------------------------------------------------------------
Fitch Ratings takes rating action on the following Structured
Asset Securities Corporation's mortgage pass-through
certificates:

     SASCO 1997-2 Group 1:

        -- Class 1B3 affirmed at 'C';
        -- Class 1B4 affirmed at 'D';
        -- Class 1B5 affirmed at 'D'.

     SASCO 1997-2 Group 2:

        -- Class 2B3 downgraded to 'C' from 'BBB';
        -- Class 2B4 downgraded to 'D' from 'BB';
        -- Class 2B5 downgraded to 'D' from 'C'.

As a result of these rating actions at the component level, the
current class ratings for

     SASCO 1997-2 are as follows:

        -- Class B3 'C';
        -- Class B4 'D';
        -- Class B5 'D'.

     SASCO 2000-3 Group 1:

        -- Class 1B1 affirmed at 'AAA';
        -- Class 1B2,1BX downgraded to 'A' from 'AA';
        -- Class 1B3 downgraded to 'BB' from 'BBB' and placed on
           Rating Watch Negative;
        -- Class 1B4 downgraded to 'C' from 'BB';
        -- Class 1B5 downgraded to 'D' from 'CCC'.

     SASCO 2000-3 Group 2:

        -- Class 2B1 upgraded to 'AAA' from 'AA+'';
        -- Class 2B2,2BX affirmed at 'A';
        -- Class 2B3 downgraded to 'BB' from 'BBB' and placed on
           Rating Watch Negative;
        -- Class 2B4 downgraded to 'C' from 'CCC';
        -- Class 2B5 affirmed at 'D'.

     SASCO 2000-3 Group 3:

        -- Class 3B1 upgraded to 'AAA' from 'AA';
        -- Class 3B2 affirmed at 'A';
        -- Class 3B3 downgraded to 'BB' from 'BBB' and placed on
           Rating Watch Negative;
        -- Class 3B4 downgraded to 'C' from 'BB';
        -- Class 3B5 downgraded to 'D' from 'B'.

     SASCO 2000-3 Group 4:

        -- Class 4B1 upgraded to 'AAA' from 'AA+';
        -- Class 4B2 downgraded to 'A' from 'A+';
        -- Class 4B3 downgraded to 'BB' from 'BBB' and placed on
           Rating Watch Negative;
        -- Class 4B4 downgraded to 'C' from 'BB';
        -- Class 4B5 downgraded to 'D' from 'B'.

As a result of these rating actions at the component level, the
current class ratings for

     SASCO 2000-3 are as follows:

        -- Class B1 'AAA';
        -- Class B2 'A';
        -- Class B3, rated 'BB' and placed on Rating Watch
           Negative;
        -- Class B4 'C';
        -- Class B5 'D'.

     SASCO 2000-5 Group 1 & 2:

        -- Class 1B1,2B1 affirmed at 'AAA';
        -- Class 1B2,2B2 affirmed at 'AA';
        -- Class 1B3,2B3 affirmed at 'A';
        -- Class 1B4,2B4 affirmed at 'BB';
        -- Class 1B5,2B5 affirmed at 'B'.

     SASCO 2000-5 Group 3:

        -- Class 3B1 upgraded to 'AAA' from 'AA+';
        -- Class 3B2 upgraded to 'AA' from 'A+';
        -- Class 3B3 upgraded to 'A' from 'BBB+';
        -- Class 3B4 affirmed at 'BB';
        -- Class 3B5 affirmed at 'B'.

As a result of these rating actions at the component level, the
current class ratings for

     SASCO 2000-5 are as follows:

        -- Class B1 'AAA';
        -- Class B2 'AA';
        -- Class B3 'A';
        -- Class B4 'BB';
        -- Class B5 'B'.

The classes of the above mentioned transactions are component
bonds (components) of rated classes. Each group of components is
backed by a separate mortgage group. Each mortgage group
provides for its respective level of credit enhancement and the
groups are not-crossed collateralized. Because the components
are not severable and each component shares solely in its
affiliated group's performance, each rated class reflects the
performance of the weakest component outstanding.

The action is the result of a review of the level of losses
incurred to date and the current high delinquencies relative to
the applicable credit support levels.


TDZ HOLDINGS: Narrows Net Loss to $1 Million for Full-Year 2002
---------------------------------------------------------------
TDZ Holdings Inc., announced its results for the year ended
December 31, 2002.

                         Overview

As a result of the restructuring that occurred in April 1999,
the only material assets of TDZ Holdings Inc., are its 33%
minority equity interest in Nualt Enterprises Inc., and certain
receivables the proceeds of which will be dedicated to paying
the Contingent Rights. The company's former 10% minority equity
interest in 1266529 Ontario Limited was sold to Management in
November 2002. Nualt is the principal holding company of the
Construction Technology Business and the Residential Real Estate
Business. The Residential Real Estate Business is limited to
completing the development, marketing, construction and sale of
its remaining high-density real estate projects located in
Toronto and Pickering, Ontario. The Company's investment in
Nualt has been pledged to collateralize the Company's guarantees
of the debt of Nualt and its subsidiaries. It is anticipated
that all available cash flow of Nualt will be used to repay its
indebtedness.

On January 15, 2002, the Company announced that its common
shares were automatically delisted from the Toronto Stock
Exchange. The Company was unable to meet the continued listing
requirements of the Exchange including asset and revenue levels
each being below $3 million, and market value of the total and
the publicly held shares being below $3 million and $2 million
respectively. The Company's shares may continue to be traded
over the counter.

                    Summary of results

Net loss for the year ended December 31, 2002 was $1,137,000 on
revenues of $284,000 as compared to a net loss of $2,537,000 on
revenues of $656,000 for the year ended December 31, 2001.

Net loss for the three months ended December 31, 2002 was
$2,483,000 on revenues of $80,000 as compared to a net loss of
$1,530,000 on revenues of $66,000 for the three months ended
December 31, 2001.

The net losses of all of these periods were the result of the
equity share of Nualt's net loss.

Cash provided by operations before other working capital items
was $2,000 during the year ended December 31, 2002. During
November 2002, the Company sold its 10% investment in New
Projectco to Management for proceeds of $316,000. Overall there
was a $64,000 net increase in cash during the year ended
December 31, 2002 (2000 - $49,000 net decrease). All of the
general and administrative costs of the Company are reimbursed
by the Businesses as revenue to the Company. After exhaustion of
all projects in the Residential Real Estate Business all of the
general and administrative costs of the Company shall be
reimbursed solely by the Construction Technology Business. If at
any time the Construction Technology Business is sold the
Company shall become responsible for funding all of its own
general and administrative expenses.

          Obligations Due to Guarantee of Debt of Nualt

At April 28, 1999, Nualt had a shareholder's deficiency of
$69,776,000. Since the Company (as a result of its
restructuring) assumed guarantee obligations for approximately
$190,000,000 (as at April 28, 1999) of the debt of Nualt and its
subsidiaries, the Company recorded a liability for the estimated
fair value of these guarantees. The fair value of these
obligations at April 28, 1999 has been determined to be the full
amount of Nualt's shareholder deficiency at that date. As at
December 31, 2002 these guarantee obligations aggregate to
approximately $116,000,000.

The net investment in Nualt is accounted for by the equity
method and accordingly includes the Company's share of net
income or loss of Nualt since April 28, 1999. During the period
April 29, 1999 to December 31, 2002, Nualt had cumulative net
losses of $19,898,000 and the Company recorded its 33%
cumulative share in the amount of $6,567,000.

                         Contingent Rights

The Contingent Rights are payable by the Company solely out of
any payments made by the Businesses pursuant to the Cash Flow
Notes issued in favour of the Company. Payments made on the Cash
Flow Notes are being distributed at the discretion of the
Contingent Rights trustee within the terms of the Trust
Indenture. The trustee distributed approximately $761,000 to
holders of the Contingent Rights during the year ended
December 31, 2002 (2000 - $816,000). An additional $166,000 was
remitted to the trustee during February 2003.


TEXAS PETROCHEMICALS: S&P Junks Corporate Credit Rating at CCC+
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Texas Petrochemicals LP to 'CCC+' from 'B' and its
subordinated debt rating to 'CCC-' from 'CCC+', citing the
chemical company's poor financial results and increasing
liquidity pressures. The current outlook is negative.

Houston, Texas-based Texas Petrochemicals had more than $360
million in total debt outstanding as of March 31, 2003.

"The downgrade reflects deterioration in the company's operating
performance and credit profile, as well as heightened concerns
about the company's liquidity position," said Standard & Poor's
credit analyst Peter Kelly. Profitability and cash flow have
been negatively affected by a significant decline in demand for
the commodity gasoline additive MTBE and higher raw material
and energy costs. The earnings shortfall will make it difficult
for the company to strengthen credit protection measures in the
near term and to satisfy financial covenants under its bank
credit agreement. Also, increased pressure on liquidity could
constrain the company's ability to upstream funds to allow
interest payments on the discount notes at the holding company
level, thereby raising the likelihood of a payment default.

Texas Petrochemicals is the largest North American merchant
producer of butadiene and specialty butylene chemicals, which
are key ingredients for synthetic and specialty rubber,
plastics, lubricant additives and coatings.


TRICO MARINE: Elects J. Landis Martin to Expanded Company Board
---------------------------------------------------------------
Trico Marine Services, Inc.'s (Nasdaq: TMAR) Board of Directors
has expanded the Board to add an additional independent
director.  J. Landis Martin was elected to the new seat.

The addition of the independent director is intended to enhance
corporate governance and the company's ability to comply with
new SEC rules and proposed Nasdaq regulations increasing demands
on independent directors.

Mr. Martin is currently President and CEO of NL Industries
(NYSE), one of the world's largest producers of pigments used in
paints, plastics, paper and cosmetics.  Mr. Martin is also
Chairman and CEO of Titanium Metals Corporation (NYSE) the
world's largest producer of titanium metal.

Mr. Martin currently serves on the Board of Directors of
Halliburton (NYSE), Crown Castle International Corporation
(NYSE), Special Metals Corporation and Apartment Investment and
Management Corporation (NYSE), a Denver based real estate
investment trust.

Mr. Martin served as Chairman and CEO of Baroid Corporation from
1987 to 1994.  Before that, he was a senior partner at the law
firm of Kirkland and Ellis where he worked from 1972 to 1987.
Mr. Martin earned a B.B.A. and J.D. from Northwestern
University.

Trico Marine provides a broad range of marine support services
to the oil and gas industry, primarily in the Gulf of Mexico,
the North Sea, Latin America and West Africa.  The services
provided by the Company's diversified fleet of vessels include
the marine transportation of drilling materials, supplies and
crews, and support for the construction, installation,
maintenance and removal of offshore facilities.

As previously reported, Standard & Poor's Ratings Services
affirmed its 'B+' corporate credit rating on Trico Marine
Services Inc. At the same time, Standard & Poor's revised the
company's outlook to negative, following a review of 2002
results and expected 2003 earnings. The outlook revision
reflects Standard & Poor's concerns that continued weakness in
the company's primary offshore support markets could lead to
additional financial deterioration.


TWINLAB CORP: Hosting First-Quarter Webcast Today
-------------------------------------------------
The management of Twinlab Corporation will be reviewing the
Company's financial results for the 1st Quarter Earning Results
for 2003.

Ross Blechman, Chairman, Chief Executive Officer and President,
and Joseph Sinicropi, Chief Financial Officer and Chief
Operating Officer, will host the webcast that is scheduled for
today at 9:30 AM (Eastern Time).

You are invited to listen to our webcast live via the World Wide
Web. Simply go to http://www.twinlab.comand click on the link
located on the homepage "Management Reviews 1st Quarter Earnings
Results 2003."

Twinlab Corporation, headquartered in Hauppauge, N.Y., is a
leading manufacturer and marketer of high quality, science-
based, nutritional supplements, including a complete line of
vitamins, minerals, nutraceuticals, herbs and sports nutrition
products.

At December 31, 2002, Twinlab's balance sheet shows a total
shareholders' equity deficit of about $11 million.


U.S. INDUSTRIES: Files Amended Form 10Q for Period Ended Mar. 29
----------------------------------------------------------------
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
filed an amended Form 10Q for the period ended March 29, 2003
with the Securities and Exchange Commission to correct the
classification of an item in the Form 10Q filed Thursday last
week. The Company has reclassified $8.6 million from cost of
goods sold to selling, general and administrative expenses in
the Company's Condensed Consolidated Statements of Operations
for the second quarter and first half of fiscal 2003.

Operating income, income from continuing operations, net income
and all other items remain unchanged.

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 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.


WARNACO: Strikes Stipulation Partially Allowing Schwartz Claim
--------------------------------------------------------------
On December 28, 2001, Allen B. Schwartz filed Proof of Claim No.
1383 asserting a claim against The Warnaco Group Debtors'
estates on several separate bases, including, but not limited
to:

    (i) a claim of not less than $18,904,721 in respect of the
        Debtors' obligations under the Stock Purchase Agreement
        wherein Mr. Schwartz sold to Warnaco A.B.S. Clothing
        Collection, Inc.;

   (ii) a contingent and unliquidated amount arising pursuant to
        the Employment Agreement "including, but not limited to
        amounts owed to Claimant for Bonus, Design Fee, Employee
        Benefits and Business Expenses";

  (iii) any an all claims relating to the rejection of the
        Employment Agreement; and

   (iv) $140,000 arising pursuant to a certain tax refund Mr.
        Schwartz claimed.

On February 22, 2002, the Debtors and Mr. Schwartz entered into
a Stipulation wherein the Debtors agreed to pay Mr. Schwartz his
quarterly Design Fee.  The Design Fee payment was to be applied
against and reduce the amount of the Deferred Purchase Price on
a dollar for dollar basis.

Pursuant to the Debtors' confirmed Plan, the Employment
Agreement was rejected as of the Effective Date.

The Parties wish to fix the amount of Mr. Schwartz's Claim that
is to be allowed as a general unsecured claim and to preserve
Mr. Schwartz's right to continue to assert other portions of his
Claim.

Judge Bohanon approves these terms and conditions of the
parties' stipulation:

A. The Schwartz Claim will be allowed as a non-priority general
    unsecured claim for $18,659,746, which will receive the
    treatment set forth for Class 5 under the Plan.  This claim
    consists of:

    -- $18,019,746 to be the net balance due to Mr. Schwartz for
       the obligations under the Purchase Agreement less amounts
       paid to Mr. Schwartz as a Design Fee;

    -- $500,000 in damages resulting from the Debtors' rejection
       of the Employment Agreement;

    -- $140,000 arising pursuant to the Tax Refund; and

    -- all other claims Mr. Schwartz asserted except for the
       Reserved Portion.

    The Allowed Schwartz Claim does not include the Reserved
    Portion, which remains an outstanding claim against the
    Debtors' estates;

B. Mr. Schwartz reserves all rights and retains under the
    Remaining Schwartz Claim -- the Reserved Portion, which
    consists of his right to seek:

    -- payment as reimbursement of the Tax Refund other than as
       a non-priority general unsecured claim; and

    -- compensation on account of Employee Benefits arising from
       the Debtors' rejection of the Employment Agreement.

    There is no necessity or requirement for Mr. Schwartz to
    file a proof of claim with regard to the Reserved Portion;
    and

C. In the event that Mr. Schwartz recovers any amount pursuant
    to the Tax Refund portion of the Reserved Portion, the
    amount will be reduced by $10,000. (Warnaco Bankruptcy News,
    Issue No. 49; Bankruptcy Creditors' Service, Inc., 609/392-
    0900)


WERNER HOLDING: S&P Affirms B+ Credit Rating with Stable Outlook
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings,
including its 'B+' corporate credit rating, on ladder
manufacturer Werner Holdings (DE) Inc. The outlook remains
stable.

At the same time, Standard & Poor's assigned its 'B+' senior
secured bank loan rating to the company's new $230 million
credit facilities based on preliminary terms and conditions.

"The ratings are being affirmed despite the substantial increase
in debt and debt-like preferred stock that the company will
incur in connection with it recently announced
recapitalization," said Standard & Poor's credit analyst Cynthia
Werneth. "Recent operating cash flow improvement--due to
productivity and cost reduction initiatives and product mix
enhancement--should help the company to support the heavier debt
load."

The new bank credit facilities will consist of a $60 million 5-
year revolving credit facility and a $170 million six-year
amortizing term loan. "Although the collateral should permit the
secured lenders to recover a portion of their loan in a
bankruptcy," said Ms. Werneth, "Standard & Poor's simulated
default scenario indicates that recovery may be substantially
below 100%."

Standard & Poor's said that the ratings continue to reflect
Greenville, Pennsylvania-based Werner's position as the leading
North American manufacturer of professional and consumer
ladders, offset by limited product diversity, cyclical markets,
significant customer concentration, and a very aggressive
financial profile.


WESTAR ENERGY: Directors Frank J. Becker & Gene A. Budig Resign
---------------------------------------------------------------
Westar Energy announced that Frank J. Becker and Gene A. Budig
have resigned from Westar Energy's Board of Directors.
Mr. Becker desires to focus his attention on his business and
personal interests, and Dr. Budig intends to pursue his research
and writing objectives.

Mr. Charles Q. Chandler IV, chairman of the Westar Energy Board
of Directors, said: "Frank and Gene have faithfully served
Westar Energy for many years. I wish each of them the very best
in the future and thank them for their long and devoted service
to the company."

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

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

                        *     *     *

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

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


WHEREHOUSE ENTERTAINMENT: Committee Gets Nod to Hire Pachulski
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware gave its
nod of approval to the Official Committee of Unsecured
Creditors' application to employ Pachulski, Stang, Ziehl, Young,
Jones & Weintraub PC as its attorneys, in Wherehouse
Entertainment's bankruptcy proceedings.

The professionals expected to provide services in this retention
and their current hourly rates are:

          Laura Davis Jones      $560 per hour
          Marc A. Beilinson      $550 per hour
          Brad R. Godshall       $495 per hour
          Curtis A. Hehn         $300 per hour
          Patricia Cuniff        $130 per hour
          Cheryl Knotts          $130 per hour

The Committee anticipates Pachulski Stang will:

     a. provide legal advice and assistance to the Committee in
        its consultation with the Debtors' relative to the
        Debtors' administration of their reorganization;

     b. represent the Committee at hearings held before the
        Court and communicate with the Committee regarding the
        issues raised, as well as the decisions of the Court;

     c. assist and advise the Committee in its examination and
        analysis of the conduct of the Debtors' affairs and the
        reasons for its chapter 11 filings;

     d. review and analyze all applications, motions, orders,
        statements of operations and schedules filed with the
        Court by the Debtors or third parties, advise the
        Committee as to their propriety, and, after consultation
        with the Committee, take appropriate action;

     e. assist the Committee in preparing applications, motions
        and orders in support of positions taken by the
        Committee, as well as prepare witnesses and review
        documents in this regard;

     f. apprise the Court of the Committee's analysis of the
        Debtors' operations;

     g. confer with the accountants and any other professionals
        retained by the Committee, if any are selected and
        approved, so as to advise the Committee and the Court
        more fully of the Debtors' operations;

     h. assist the Committee in its negotiations with the
        Debtors and other parties-in-interest concerning the
        terms of any proposed plan of reorganization;

     i. assist the Committee in its consideration of any plan of
        reorganization proposed by the Debtors or other parties-
        in-interest as to whether it is in the best interest of
        creditors and is feasible;

     j. assist the Committee with such other services as may
        contribute to the confirmation of a plan of
        reorganization;

     k. advise and assist the Committee in evaluating and
        prosecuting any claims that the Debtors may have against
        third parties;

     l. assist the Committee in the determination of whether to,
        and if so, how to, sell the assets of the Debtors for
        the highest and best price; and

     m. assist the Committee in performing such other services
        as may be in the interest of creditors, including, but
        not limited to, the commencement of, and participation
        in, appropriate litigation respecting the estates.

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


WORLDCOM INC: Intends to Assume ICG Remote Access Service Deal
--------------------------------------------------------------
According to Marcia L. Goldstein, Esq., at Weil Gotshal & Manges
LLP, in New York, prior to the Petition Date, ICG Telecom Group,
Inc. and UUNET Technologies Inc. entered into a Remote Access
Services Agreement, which was subsequently amended by an Amended
& Restated Remote Access Services Agreement, dated March 30,
2000, and a Second Amended & Restated Remote Access Agreement,
dated April 26, 2001.  On May 23, 2001, UUNET assigned and
transferred to MCI WorldCom Network Services, Inc., the RAS
Agreement and all of UUNET's rights and obligations under and
interest in the RAS Agreement.  Pursuant to the RAS Agreement,
the Debtors committed to purchase a certain amount of ICG's
remote access services.

After the Petition Date, Ms. Goldstein informs the Court that
ICG and the Debtors entered into a First Addendum to the Second
Amended & Restated Remote Access Services Agreement, effective
as of April 1, 2003, wherein, inter alia, the Debtors agreed to
assume the RAS Agreement, as amended and modified by the
Addendum.  The parties have entered into the Addendum to, among
other things:

    (i) amend, restate, assume, and affirm the RAS Agreement, as
        amended by the Addendum; and

   (ii) provide for the final resolution of all disputes, claims
        and issues arising from or relating to the RAS
        Agreement.

As modified by the Addendum, the salient terms of the RAS
Agreement are:

    A. Term: The term of the RAS Agreement, as amended by the
       Addendum, will be from April 1, 2003 and continue through
       and including September 30, 2004.

    B. Cure: ICG and the Debtors have agreed to resolve certain
       prepetition defaults under the contract in the form of a
       cure payment.  The Debtors will pay to ICG $1,520,000 as
       cure in full and complete satisfaction of any and all
       prepetition defaults under the RAS Agreement.  The
       Debtors and ICG agree that there will be no additional
       prepetition cure obligation other than the payment of the
       Cure Amount.

    C. Releases: After entry of a final, non-appealable order by
       the Bankruptcy Court approving the assumption of the RAS
       Agreement, as modified by the Addendum, ICG irrevocably
       waives any claim for material breach of, or any right to
       terminate, alter, limit or suspend its performance in any
       way under the RAS Agreement due to:

         (i) the fact that the Debtors and certain of its
             affiliates filed petitions under the Bankruptcy
             Code;

        (ii) any claim that the Debtors were insolvent or unable
             to pay its debts as they come due; or

       (iii) any disclosure by the Debtors at any time regarding
             its prepetition financial condition.

       After entry of the Approval Order, except as explicitly
       provided in the Addendum, the Debtors and ICG will be
       deemed to have fully and forever waived, released,
       extinguished and forever discharged each other from any
       and all claims, actions, complaints, causes of action,
       debts, costs and expenses, demands or suits, at law or in
       equity or in bankruptcy or otherwise, known or unknown,
       present or future, fixed or contingent, which each party
       has or may have against the other which arise from or
       relate to any transactions between the parties, actions
       taken or inactions, as of or prior to the Petition Date.

The Debtors submit that the Court has the authority to grant the
request pursuant to Section 365 of the Bankruptcy Code.  Section
365(a) of the Bankruptcy Code authorizes a debtor-in-possession
to assume an executory contract or unexpired lease subject to
the bankruptcy court's approval.  Section 365(b) of the
Bankruptcy Code provides that a debtor may not assume an
executory contract if there has been a default under the
contract unless, at the time of assumption, the debtor cures
this default.

The RAS Agreement, as amended by the Addendum, benefits the
Debtors in a number of ways including, but not limited to:

    (a) allowing the Debtors to continue to obtain the remote
        access services from ICG;

    (b) allowing the Debtors to disconnect unneeded services and
        obtain other services from ICG needed for its business;

    (c) reducing the Debtors' minimum purchase commitment; and

    (d) resolving various prepetition defaults and disputes
        between the parties.

As a result of these benefits, the RAS Agreement, as modified by
the Addendum, represents substantial cost savings to the Debtors
and the estates.

Accordingly, Ms. Goldstein insists that the RAS Agreement, as
amended by the Addendum, is a critical asset of the estate,
which is necessary to the generation of significant revenues and
authority should be granted for the Debtors to assume the RAS
Agreement, as amended by the Addendum.  The Debtors submit that
the proposed settlement incorporated into the RAS Agreement, as
amended by the Addendum, is fair and reasonable under the
circumstances, represents the exchange of reasonably equivalent
value between the parties, and in no way unjustly enriches any
of the parties.  In addition, this settlement constitutes the
contemporaneous exchange of new value and legal, valid, and
effective transfers between the Parties.  Further and perhaps
most importantly, the RAS Agreement, as amended by the Addendum,
and incorporating the resolution of certain issues between the
parties, represents substantial cost savings to the Debtors and
the estates.

Absent authorization to enter into and implement the RAS
Agreement, as amended by the Addendum, Ms. Goldstein is
concerned that the parties might require extensive judicial
intervention to resolve their many disputes and it is uncertain
which of the parties would emerge with a favorable and
successful resolution of their claims.  This litigation would be
costly, time-consuming, and distracting to management and
employees alike. Moreover, approval of the Debtors' request
would eliminate the attendant risk of litigation and would avoid
the delay of the implementation of the changes effected in, and
the cost savings associated with, the Addendum. (Worldcom
Bankruptcy News, Issue No. 27; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


* Large Companies with Insolvent Balance Sheets
-----------------------------------------------
                                Total
                                Shareholders  Total     Working
                                Equity        Assets    Capital
Company                 Ticker  ($MM)          ($MM)     ($MM)
-------                 ------  ------------  -------  --------
Advisory Board          ABCO        (16)          48      (20)
Alliance Imaging        AIQ         (39)         683       43
Akamai Technologies     AKAM       (168)         230       60
Alaris Medical          AMI         (32)         586      173
Amazon.com              AMZN     (1,353)       1,990      550
Arbitron Inc.           ARB        (100)         156       (2)
Alliance Resource       ARLP        (46)         288      (16)
Atari Inc.              ATAR       (115)         242       52
Actuant Corp            ATU         (44)         295       18
Acetex Corp             ATX         (11)         373      126
Avon Products           AVP         (91)       3,327       73
Saul Centers Inc.       BFS         (13)         389      N.A.
Blount International    BLT        (369)         428       91
Broadwing Inc.          BRW      (2,104)       1,468      327
Cubist Pharmaceuticals  CBST         (7)         221      131
Choice Hotels           CHH        (114)         314      (37)
Columbia Laboratories   COB          (8)          13        5
Campbell Soup Co.       CPB        (114)       5,721   (1,479)
Echostar Comm           DISH     (1,206)       6,260    1,674
D&B Corp                DNB         (19)       1,528     (104)
Graftech International  GTI        (351)         859      108
Hollywood Casino        HWD         (92)         553       89
Imax Corporation        IMAX       (104)         243       31
Imclone Systems         IMCL         (5)         474      295
Gartner Inc.            IT           (5)         825       18
Jostens                 JOSEA      (512)         327      (71)
Journal Register        JRC          (4)         702      (20)
Kos Pharmaceuticals     KOSP        (75)          69      (55)
Level 3 Comm Inc.       LVLT       (240)       8,963      581
Memberworks Inc.        MBRS        (21)         281     (100)
Moody's Corp.           MCO        (327)         630     (190)
McDermott International MDR        (417)       1,278      154
McMoRan Exploration     MMR         (31)          72        5
MicroStrategy           MSTR        (34)          80        7
Northwest Airlines      NWAC     (1,483)      13,289     (762)
Petco Animal            PETC        (11)         555      113
Penthouse International PHSL        (53)          15      (58)
Primedia Inc.           PRM        (559)       1,835     (248)
Primus Telecomm         PRTL       (168)         724       65
Per-Se Tech Inc.        PSTI        (39)         209       32
Qwest Communications    Q        (1,094)      31,228   (1,167)
Rite Aid Corp.          RAD         (93)       6,133    1,676
Revlon Inc.             REV      (1,641)         939      (44)
Ribapharm Inc.          RNA        (363)         199       92
Sepracor Inc.           SEPR       (392)         727      413
St. John Knits Int'l    SJKI        (76)         236       86
I-Stat Corporation      STAT          0           64       33
Town and Country Trust  TCT          (2)         504      N.A.
Tenneco Automotive      TEN         (75)       2,504      (50)
TiVo Inc.               TIVO        (25)          82        1
UnitedGlobalCom         UCOMA    (3,040)       5,931   (6,287)
United Defense I        UDI         (30)       1,454      (27)
UST Inc.                UST         (47)       2,765      829
Valassis Comm.          VCI         (33)         386       80
Valence Technology      VLNC        (16)          30        3
Ventas Inc.             VTR         (54)         895      N.A.
Western Wireless        WWCA       (464)       2,399     (120)
Xoma Ltd.               XOMA        (11)          72       30

                          *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices
are obtained by TCR editors from a variety of outside sources
during the prior week we think are reliable.  Those sources may
not, however, be complete or accurate.  The Monday Bond Pricing
table is compiled on the Friday prior to publication.  Prices
reported are not intended to reflect actual trades.  Prices for
actual trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy
or sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies
with insolvent balance sheets whose shares trade higher than $3
per share in public markets.  At first glance, this list may
look like the definitive compilation of stocks that are ideal to
sell short.  Don't be fooled.  Assets, for example, reported at
historical cost net of depreciation may understate the true
value of a firm's assets.  A company may establish reserves on
its balance sheet for liabilities that may never materialize.
The prices at which equity securities trade in public market are
determined by more than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged. Send announcements to
conferences@bankrupt.com.

Bond pricing, appearing in each Thursday's edition of the TCR,
is provided by DebtTraders in New York. DebtTraders is a
specialist in global high yield securities, providing clients
unparalleled services in the identification, assessment, and
sourcing of attractive high yield debt investments. For more
information on institutional services, contact Scott Johnson at
1-212-247-5300. To view our research and find out about private
client accounts, contact Peter Fitzpatrick at 1-212-247-3800.
Real-time pricing available at http://www.debttraders.com/

Each Friday's edition of the TCR includes a review about a book
of interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911. For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                          *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published by
Bankruptcy Creditors' Service, Inc., Trenton, NJ USA, and Beard
Group, Inc., Washington, DC USA. Yvonne L. Metzler, Bernadette
C. de Roda, Donnabel C. Salcedo, Ronald P. Villavelez and Peter
A. Chapman, Editors.

Copyright 2003.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without
prior written permission of the publishers.  Information
contained herein is obtained from sources believed to be
reliable, but is not guaranteed.

The TCR subscription rate is $675 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.

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