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        T R O U B L E D   C O M P A N Y   R E P O R T E R

            Tuesday, February 25, 2003, Vol. 7, No. 39

                          Headlines

ACORN PRODUCTS: AMC Unit Enters Pact for "Short Form" Merger
ADELPHIA COMMS: Sprint Demands Prompt Payment of $7-Mill. Claim
AGILENT TECHNOLOGIES: Reports Weaker First Quarter 2003 Results
ALLIED HOLDINGS: Robert E. Robotti Discloses 5.0% Equity Stake
ALLIED MEDICAL INC: Voluntary Chapter 11 Case Summary

ALTERNATE MARKETING: Drawbridge Agrees to $1MM Debt Conversion
AMES DEPARTMENT: Wants to Assign Weymouth Lease for $1.3 Million
ANC RENTAL: Has Until March 19 to Use Lenders' Cash Collateral
APPIANT TECH.: Cash Insufficient to Satisfy Capital Requirements
B/E AEROSPACE: Will Publish December 31 Results on March 5, 2003

BABCOCK & WILCOX: Court Approves 6th Amendment to DIP Financing
BETHLEHEM STEEL: Urges Court to Approve SSM Coal Sale Agreement
BRANT POINT: Fitch Affirms Ser. 1999-1 Class D Notes' BB Rating
BURLINGTON: Wants Court Approval for Berkshire Sale Agreement
CANNONDALE CORP: Taps Legg Mason as Sales Agent and Advisor

COEUR D'ALENE: Enters Pact to Sell $37M of 9% Senior Conv. Notes
CONSECO FINANCE: Committee Wants CFN et. al. to Produce Docs.
CONSECO: Committee Hires Fried Frank & Mayer Brown as Counsels
COTTON GINNY: Continuing Bid Process to Sell Retail Chain
CWMBS HOME: Fitch Drops 2000-4 Notes to Low-B & Default Levels

CWMBS (INDYMAC): Fitch Downgrades Various Mortgage P-T Certs.
DESA HOLDINGS: Seeks Nod to Use Cash Collateral Until March 17
ENCOMPASS SERVICES: Brings-In Spriggs & Hollingsworth as Counsel
ENRON CORP: Smith Street Taps Holliday Fenoglio to Market Assets
EOTT ENERGY: Amendments to Court-Confirmed 3rd Amended Plan

EPICOR SOFTWARE: Raises $5.7-Million from Private Placement Deal
EXIDE TECHNOLOGIES: Wisconsin Board Reports 19.49% Equity Stake
FISHER SCIENTIFIC: Redeeming $400-Mill. of 9 % Senior Sub. Notes
FOAMEX INT'L: Kennedy Capital Mgt. Discloses 9.2% Equity Stake
GENESEE CORP: Suspends Proposed Reverse Stock Split Indefinitely

GLOBAL CROSSING: Court Clears Alcatel Settlement Agreement
GLOBALSTAR LP: Secures Interim Approval to Obtain DIP Financing
HILTON HOTELS: CNL Partnership Acquires Five Additional Hotels
HOUGHTON MIFFLIN: Fitch Assigns Low-B Initial Ratings
INACOM CORP: Court to Consider Disclosure Statement on March 25

INSIDERSTREET.COM: Weinberg & Company Airs Going Concern Doubt
INTERLIANT: Signs-Up Urbach Kahn as Certified Public Accountants
INVENTRONICS LTD: Reports $7 Million Net Loss for Full-Year 2002
IPCS INC: Files for Chapter 11 Reorganization in N.D. Georgia
IPCS INC: Chapter 11 Case Summary & Largest Unsecured Creditors

KENTUCKY ELECTRIC: Hires Frost Brown as Bankruptcy Counsel
KEY3MEDIA GROUP: Files Prearranged Plan and Disclosure Statement
LTV CORP: Asks Court to Depose AIG Witness and Procure Documents
LYONDELL CHEM: S&P Affirms & Removes BB Credit Rating from Watch
MACKIE DESIGNS: Closes Strategic Investment by Sun Capital Unit

MERISTAR HOSPITALITY: Liquidity Concerns Prompt Lower-B Ratings
METALS USA: Citadel Limited et. al. Disclose 22.3% Equity Stake
MOODY'S CORP: Will Present at Merrill Lynch Conference Tomorrow
MORTON HOLDINGS: Court Fixes March 1, 2003 as Claims Bar Date
NAT'L HEALTH INSURANCE: S&P Cuts & Withdraws Junk Level Ratings

NATIONAL STEEL: Dimensional Fund Discloses 2.83% Equity Stake
NATIONSRENT: Court Allows 25 Lessor Claims for Voting Purposes
NAVISITE INC: Arthur Becker Replaces Trish Gilligan as New CEO
NAVISTAR INT'L: Names Terry M. Endsley as VP and Treasurer
NORTH ATLANTIC TRADING: S&P Keeps Watch on Low B-Level Ratings

NRG ENERGY: Unit's Potential Default Hurts CL&P's Ratings
OVERHILL FARMS: Dec. 29 Working Capital Deficit Tops $24 Million
OWENS CORNING: Gets Not to Sell South Gate Facility for $4.25MM
PACIFIC BIOMETRICS: Bankruptcy Filing Likely to Settle Debts
PACIFIC GAS: Asks Court to Clear $2.7MM Gas Transport Collateral

PACIFICARE HEALTH: Names Dominic Ng & Charles Rinehart to Board
PALLET MANAGEMENT: Voluntary Chapter 11 Case Summary
PANACO: Files Plan and Disclosure Statement in Southern Texas
PAXSON COMMS: Closes on $35 Million Station Sale to Univision
PC LANDING: Signs-Up Morrison & Foerster as Special Counsel

PRIME GROUP: Enters $32MM Lease Termination Pact with Andersen
RAINBOW MEDIA: S&P Rates $280 Million Secured Bank Loan at BB+
RAND MCNALLY: Wants to Continue Fried Frank's Retention
SAFETY-KLEEN: Seeks Seventh Extension of Solicitation Period
SLI INC: Wins Interim Approval of $35M Replacement DIP Financing

TALKINGNETS INC: Case Summary & 20 Largest Unsecured Creditors
STM WIRELESS: 20 Largest Unsecured Creditors
TENFOLD: Shoos-Away KPMG and Brings-In Tanner + Co. as Auditors
TEREX CORP: Red Ink Flows in Fourth-Quarter & Full-Year 2002
UNITED AIRLINES: State Street Reports ESOP Securities Ownership

UNITED PAN-EUROPE: Court Confirms Chapter 11 Reorganization Plan
US AIRWAYS: ALPA Defends Pilots' Earned Pension Benefits
VENUS EXPLORATION: Involuntary Petition Hearing Set for Feb. 27
VENUS EXPLORATION: Completes Sale of Constitution Field Assets
VENUS EXPLORATION: Management and Boardroom Shake-Up Disclosed

VERITAS DGC: S&P Rates $250MM Sr. Secured Credit Pact at BB+
WEA INSURANCE: S&P Hatchets Financial Strength Ratings to BBpi
WSNET: Denies Entry into Agreements with Kemputech Inc.

* IP Attorney John C. Carey Joins Stroock & Stroock as Partner

* Large Companies with Insolvent Balance Sheets

                          *********

ACORN PRODUCTS: AMC Unit Enters Pact for "Short Form" Merger
------------------------------------------------------------
Acorn Products, Inc., (Nasdaq:ACRN) announced that Acorn Merger
Corporation, a newly formed affiliate of investment funds
controlled by Oaktree Capital Management, LLC, has entered into
agreements with parties owning 92.5% of Acorn's common stock
providing for the "short form" merger of AMC into Acorn. The
merger is not subject to any contingencies, though the actual
closing date is subject to customary regulatory approvals
regarding disclosure. After the closing of the merger, Acorn's
outstanding common stock will be controlled by OCM and Acorn's
management. Under the terms of the proposed merger, Acorn
stockholders who are not stockholders of AMC will receive $3.50
per share in cash after delivering their Acorn shares to a
designated paying agent. Stockholders will receive written
procedures for exchanging their certificate for cash within 10
days following the merger.

Acorn Products, Inc., through its operating subsidiary
UnionTools, Inc., is a leading manufacturer and marketer of non-
powered lawn and garden tools in the United States. Acorn's
principal products include long handle tools (such as forks,
hoes, rakes, and shovels), snow tools, posthole diggers,
wheelbarrows, striking tools, and cutting tools. Acorn sells its
products under a variety of well-known brand names, including
Razor-Back(TM), Union(TM), Yard 'n Garden(TM), and Perfect
Cut(TM). In addition, Acorn manufactures private label products
for a variety of retailers. Acorn's customers include mass
merchants, home centers, buying groups, and farm and industrial
suppliers.

                         *   *   *

As previously reported in the December 30, 2002, issue of
Troubled Company Reporter, Acorn Products, Inc., completed its
Recapitalization Plan.

In connection with the Recapitalization, the Company issued
3,857,973 shares of common stock to funds and accounts managed
by TCW Special Credits and Oaktree Capital Management upon
conversion of 12% Convertible Notes and Series A Preferred Stock
held by the funds. The funds collectively own approximately 89%
of the Company's outstanding shares. All amounts converted by
TCW and Oaktree converted at $5.00 per share, worth
approximately $19 million in aggregate before expenses.

                  Going Concern Uncertainty

Acorn Products' September 29, 2002 balance sheet shows that its
total current liabilities exceeded total current assets by about
$16 million.

In its Form 10-Q filed with the Securities and Exchange
Commission on November 13, 2002, the Company reported:

"The Company's consolidated financial statements have been
presented on a going concern basis, which contemplates the
realization of assets and the satisfaction of liabilities in the
normal course of business. The Company is substantially
dependent upon borrowing under its credit facility.

"On June 28, 2002, the Company entered into a recapitalization
transaction, obtaining a new $10.0 million investment from its
majority stockholders representing funds and accounts managed by
TCW Special Credits and Oaktree Capital Management, LLC. The
Company also entered into a new $45.0 million credit facility,
agented by CapitalSource Finance, LLC, consisting of a $12.5
million term loan and a $32.5 million revolving credit
component. The term loan bears interest at prime plus 5.0% and
the revolving credit component bears interest at prime plus
3.0%. The Lender's facility terminates initially in December
2004 which is automatically extended to June 2007 upon
completion of an offering of common shares to minority
stockholders and conversion of certain convertible notes and
preferred stock described below. The majority of the proceeds
from this transaction went to pay off borrowings under the
Company's previous credit facility ($33.7 million was borrowed
as of June 27, 2002), that otherwise expired on June 30, 2002.
Relative to the extension and termination of its previous credit
facility, the Company paid $2.0 million of success fees during
the second quarter of fiscal 2002. At September 29, 2002, the
Company had $8.4 million available to borrow under its new
credit facility."


ADELPHIA COMMS: Sprint Demands Prompt Payment of $7-Mill. Claim
---------------------------------------------------------------
Sprint Communications Company L.P., asks the Court to direct
Adelphia Communications and its debtor-affiliates to immediately
pay Sprint:

    -- on account of postpetition services provided to the ABIZ
       Debtors, and

    -- for the portion of services as the ACOM Debtors have
       received.

Gary I. Selinger, Esq., at Salomon Green & Ostrow, P.C., in New
York, informs the Court that Sprint and the ABIZ Debtors have
substantially resolved the reciprocal compensation and other
claims which the ABIZ Debtors asserted in set-off against
obligations to Sprint.  Accordingly, the issue of set-offs by
the ABIZ Debtors for unpaid claims made against Sprint is
resolved, and does not establish a defense to a demand for
payment on account of postpetition service.  However, the ABIZ
Debtors have refused to pay all amounts due for postpetition
service, arguing that the service was actually received by the
ACOM Debtors, albeit delivered under contract to the ABIZ
Debtors.  This unpaid portion of the services Sprint has
rendered is significant and growing.

While the ACOM Debtors concede that they have received some
service indirectly from Sprint, Mr. Selinger contends that they
have never made payment to Sprint and refuse to make payment on
the grounds that they are uncertain as to the amount owed.  In
addition, the ACOM Debtors claim that they are not obligated to
pay for service received prior to their Petition Date although:

  -- this service was necessary to the ACOM Debtors' continued
     operation, and

  -- Sprint did not terminate this service, despite nonpayment,
     given the ACOM Debtors' representation that the service was
     subject to the automatic stay.

Pursuant to orders previously entered in the ABIZ and ACOM
cases, Mr. Selinger relates that Sprint delivered demands for
payment for the service to the Adelphia Debtors, by letter dated
January 16, 2003.  In summary, unpaid long distance service from
and after March 27, 2002 is $6,397,591.12 while unpaid local
telephone service is $764,644.52.

Mr. Selinger relates that the ACOM Debtors' counsel called
Sprint's counsel and advised that, though the ACOM Debtors
admittedly received some Sprint service, the ACOM Debtors have
purportedly been unable to determine the portion of Sprint
service to which they are liable.  The ACOM Debtors have
commenced discovery of this and other topics pursuant to Rule
2004 of the Federal Rules of Bankruptcy Procedure, but this
discovery has recently been postponed due to recent cooperation
by the ABIZ Debtors in disclosing information.  Sprint is unable
to assess the accuracy of this response; however, Sprint notes
that its billings for much of this time were delivered to the
ACOM Debtors' counsel in September 2002.  No response or payment
was received by Sprint.

Mr. Selinger relates that Sprint continues to provide the
service pursuant to the adequate assurance orders entered in
these cases; however, the Debtors continue to violate those
orders through their nonpayment for the service.  Sprint is not
required to provide this postpetition credit under those orders
or the Bankruptcy Code.  Instead, it is entitled to immediate
payment of all amounts.  Because the service was rendered under
contract to the ABIZ Debtors and received, at least initially,
by those same Debtors, Sprint asserts that the ABIZ Debtors
should be directed to pay the sums owed and obtain relief to
which they are entitled against the ACOM Debtors to the extent
of usage by the ACOM Debtors.  In addition, to the extent of the
usage, Sprint is entitled to an order directing the ACOM Debtors
to immediately pay Sprint for the same without prejudice to
Sprint's rights against the ABIZ Debtors. (Adelphia Bankruptcy
News, Issue No. 29; Bankruptcy Creditors' Service, Inc.,
609/392-0900)


AGILENT TECHNOLOGIES: Reports Weaker First Quarter 2003 Results
---------------------------------------------------------------
Agilent Technologies Inc., (NYSE: A) reported orders of $1.36
billion and revenue of $1.41 billion for the fiscal first
quarter ended Jan. 31, 2003. On an operating earnings-before-
restructuring basis, the company lost $0.23 per share.

After $12 million of non-cash amortization charges and $42
million of restructuring expenses, the net first quarter loss
from continuing operations was $112 million on a generally
accepted accounting principle (GAAP) basis. In addition, the
company took a $257 million one-time goodwill write-off in the
quarter related to the adoption of a new accounting rule, SFAS
142.

"Our first quarter results were disappointing," said Ned
Barnholt, Agilent chairman, president and chief executive
officer. "Orders were weaker than expected due to a general
climate of uncertainty. In addition, margin pressures continued
to impact several of our businesses. Based on these results, we
are taking additional aggressive cost-cutting actions to return
Agilent to profitability during the second half of this year."

Barnholt said that Agilent's orders were down 22 percent
compared to a year ago in the Americas, about flat in Europe and
up 7 percent in Asia. "Our first quarter results reflect a
collective hesitation by many of our customers, who are
deferring capital expenditures. Geopolitical uncertainty, on top
of the general economic weakness we've experienced in the last
year and a half, has resulted in a continuing pattern of weak
orders."

While all of Agilent's business segments were relatively soft in
the first quarter, the company said it saw particular weakness
in its semiconductor equipment, test and measurement, and
chemical analysis businesses compared to prior expectations.

"Our near-term outlook calls for a modest improvement in second
quarter orders and revenues based on a rebound in semiconductor
equipment and seasonally higher semiconductor orders," Barnholt
said. "However, visibility has never been worse, and we have no
reason to believe that business will improve materially in the
quarters immediately ahead."

To date, Agilent has achieved about $1.25 billion of annualized
savings from its previously announced restructuring programs.
The company said it had expected to finish this year with a
normalized quarterly breakeven cost structure of about $1.57
billion. The new actions Agilent will take in the next few
months will reduce the workforce by an additional 4,000 jobs and
bring the company's cost structure down an additional $125
million per quarter in order to achieve a fourth quarter
breakeven cost structure of $1.45 billion.

"These actions will be extraordinarily painful, but we have no
alternative," Barnholt said. "Agilent must return to
profitability as soon as possible. Our commitment is to move
quickly and to make the critical trade-offs that will ensure our
profitability without jeopardizing our long-term success. We are
confident that we are up to the challenge."

Life Sciences and Chemical Analysis orders of $268 million were
7 percent below one year ago and off 13 percent from the
seasonally strong fourth quarter. Within the segment, orders for
chemical analytical systems were particularly weak, down 9
percent from a year ago and 13 percent sequentially, as
customers delayed spending due to higher oil prices, and
geopolitical and economic uncertainty. Pharmaceutical companies
also slowed spending in the quarter, with total Life Sciences
orders off 3 percent from a year ago and 13 percent
sequentially. Revenues of $276 million were flat with a year ago
and down 7 percent sequentially. Operating profits of $34
million were about equal to a year ago and off only $9 million
sequentially, despite a $22 million decline in revenues. Segment
return on invested capital (ROIC) of about 24 percent is
comparable to one year ago.

Concluded Barnholt, "Business conditions are very difficult, and
we have much left to do to restore Agilent to financial health,
but we should not ignore the progress we are making."

In addition to the cumulative benefits of Agilent's
restructuring actions to date, the company said its balance
sheet remains strong. Agilent ended the quarter with $1.75
billion in cash and equivalents, and generated more than $220
million from the reduction in receivables and inventories.
Capital spending of $61 million was below last year and below
the level of depreciation. Agilent expects to spend only $250
million on capital expenditures this year compared to $301
million in 2002 and $881 million in 2001.

"In short, we are confident we will restore Agilent to financial
health in the short term while continuing to reinforce our
global technology leadership position for the long term,"
Barnholt said.

The company also announced guidance for its second quarter 2003
revenues and earnings before restructuring. Agilent expects
revenues in the range of $1.4 billion to $1.5 billion. Earnings
before restructuring are expected to be a loss of between $0.10
to $0.20 per share.

Agilent Technologies Inc., (NYSE: A) is a global technology
leader in communications, electronics and life sciences. The
company's 35,000 employees serve customers in more than 110
countries. Agilent had net revenue of $6 billion in fiscal year
2002. Information about Agilent is available on the Web at
http://www.agilent.com

Agilent Technologies Canada Inc., is a wholly owned subsidiary
of Agilent Technologies, Inc. (NYSE: A). Headquartered in
Mississauga, Ontario, Agilent Canada provides sales, services
and support across Canada. In addition, we operate an R&D
facility in Burnaby, B.C. that supports the RouterTester line of
products for Agilent worldwide.

More financial information about this quarter's earnings is
available at http://www.investor.agilent.com

As reported in Troubled Company Reporter's February 11, 2003
edition, Standard & Poor's lowered its corporate credit and
senior note ratings on Agilent Technologies to 'BB' from 'BBB-'.
At the same time, the existing bank loan rating was withdrawn.
The ratings downgrade is based on subpar operating performance
and weakening credit measures.

The rating outlook is negative on Palo Alto, California-based
Agilent, which serves the communications, electronics, and life
science markets with test, measurement, and monitoring
instruments, as well as semiconductor components. Total rated
debt is $1.15 billion.


ALLIED HOLDINGS: Robert E. Robotti Discloses 5.0% Equity Stake
--------------------------------------------------------------
Robert E. Robotti beneficially owns, and shares voting and
dispositive powers over, 421,950 shares of the common stock of
Allied Holdings, Inc.  The holding represents five per cent of
the outstanding common stock of Allied Holdings.

Robotti & Company, Incorporated, a New York corporation, holds
one per cent of the outstanding common stock of Allied Holdings
represented in the 82,450 shares held by it.  Robotti & Co.
shares voting and dispositive powers over the 82,450 shares.

Ravenswood Investment Company, L.P., a New York limited
partnership, beneficially owns 339,500 such common stock shares
of Allied Holdings, representing four per cent of the
outstanding common stock shares of the Company.  Ravenswood
shares in the voting and dispositive powers over the stock held.

Robert E. Robotti shares beneficial ownership of 421,950 shares
of the Security through the following: his ownership of Robotti
& Company, a broker-dealer registered under Section 15 of the
Securities Exchange Act of 1934 and an investment advisor in
accordance with Rule 13d-1(b)(1)(ii)(E), by virtue of the
investment discretion Robotti & Company has over the accounts of
its brokerage customers and advisory clients, which hold an
aggregate of 82,450 shares of the Security and his position as
the Managing Member of Ravenswood Management Company, L.L.C.,
which serves as the General Partner of Ravenswood.  Ravenswood
owns 339,500 shares of the Security.  Mr. Robotti does not have
the sole power to vote or direct the vote of any shares of the
security.

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

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


ALLIED MEDICAL INC: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Allied Medical Inc.
        6125 Memorial Drive
        Dublin, Ohio 43017

Bankruptcy Case No.: 03-52026

Type of Business: Allied Medical Inc. is an affiliate of
                  National Century Financial Enterprises Inc.
                  The filing of this petition facilitates a
                  sale of this entity's assets.

Chapter 11 Petition Date: February 14, 2003

Court: Southern District of Ohio (Columbus)

Judge: Donald E. Calhoun, Jr.

Debtors' Counsel: Charles M. Oellermann, Esq.
                  Jones Day Reavis & Pogue
                  1900 Huntington Center
                  41 South High Street
                  Columbus, OH 43215
                  614-469-3939


ALTERNATE MARKETING: Drawbridge Agrees to $1MM Debt Conversion
--------------------------------------------------------------
Alternate Marketing Networks (OTC Bulletin Board: ALTM)
announced several significant events related to its continuing
efforts to improve the overall liquidity and financial condition
of the Company.

Alternate Marketing Networks first reported that Adil Khan,
Chief Executive Officer of Alternate Marketing Networks and the
founder of Hencie, Inc., contributed approximately 1.47 million
shares to the Company. "I believe that this contribution to
capital is critical to the future of the Company and hope that
this contribution will improve the market price of the common
stock," said Mr. Khan.

Alternate Marketing Networks also announced that the Company
granted Mr. Khan a non-qualified stock option to purchase up to
1.7 million shares of common stock at an exercise price of $0.50
per share with vesting over four years. The Company also entered
into an agreement with Mr. Khan to release Mr. Khan from certain
obligations, including certain indemnification obligations owed
by Mr. Khan to the Company, in exchange for the option to use a
number of shares of common stock owned beneficially by Mr. Khan
to settle certain pending claims against the Company.

Alternate Marketing Networks also announced that the Company
entered into an agreement with Drawbridge Investment Partners
LLC, the largest creditor of Hencie, to eliminate approximately
$1 million in debt of the Company in exchange for $120,000,
approximately 2.47 million shares of common stock of the
Company, and registration rights for such shares. Hencie has
negotiated with additional parties for some reductions and
settlements for 30 percent or less of certain liabilities
associated with discontinued businesses of Hencie, and is
currently negotiating with the remainder of these creditors. The
Company filed a Form 8-K describing these transactions on
February 20, 2003.

Alternate Marketing Networks -- http://www.altmarknet.com-- is
a single-source provider of three complementary lines of
business services, including advertising and marketing,
logistics, and technology services. In August 2002, the Company
acquired Hencie, Inc., a provider of business solutions,
software consulting, implementation and support services for
Oracle Corporation's suite of enterprise business applications.
The Company serves the newspaper, consumer package goods,
automotive, technology, discrete manufacturing, distribution,
energy, travel, and hospitality industries.

                          *    *    *

               Liquidity and Capital Resources

In its Form 10-Q report filed on November 19, 2002, the Company
stated:

"The Company has historically funded its operations and working
capital needs from operating cash flows.  However, during the
nine month period ended September 30, 2002, the Company
recognized a decrease in cash of $3,663,622. This decrease was
primarily attributable to the payments of two dividends of
$2,751,663 and the payments of certain liabilities assumed by
the Company in connection with the acquisition of the technology
segment.  Since the payments of two dividends and the
acquisition, the Company has funded its operations and working
capital needs from operating cash flows and borrowings.

"Net cash used in financing activities for the nine months ended
September 30, 2002 included payments of dividends of $2,751,663
and net bank borrowings of $910,000.

"Net cash used in operating activities was $1,351,743 for the
nine months ended September 30, 2002.  The decrease in net cash
was attributable, in part, to net operating losses and
transactional expenses related to the acquisition of the
technology segment.  A significant portion of the payments of
liabilities assumed by the Company in connection with the
acquisition of the technology segment was attributable to a
payment to the Internal Revenue Service of approximately
$609,000.  The Company also made net payments on notes payable
assumed by the Company in connection with the acquisition of the
technology segment totaling $485,241 during the three months
ended September 30, 2002.

"The liabilities assumed by the Company in connection with the
acquisition of the technology segment include short-term as well
as long-term obligations. The short-term obligations include
accounts payable-other to former vendors of discontinued
operations, as well as expenses related to the acquisition
itself.  The long-term obligations include a long-term note
requiring monthly payments of $60,000 with interest at 8% and a
maturity date of April 2004 and a Small Business Administration
loan requiring monthly payments of $2,604 with interest at 9.75%
and a maturity date of March 2006.  As of September 30, 2002,
the total balance outstanding on the two long-term obligations
was $1,089,710, of which $467,242 is long-term and $622,468 is
the current portion.  The current portion of long-term debt
includes $216,416 of debt assumed from Hencie.

"The Company has line of credit agreements with a bank providing
for a $1,000,000 line of credit to National Home Delivery, Inc.,
an Illinois corporation and a wholly owned subsidiary of the
Company, and a $500,000 line of credit to Alternate Postal
Direct, Inc., a Michigan corporation and a wholly owned
subsidiary of the Company.  Available borrowings are based on
sixty-five percent (65%) of accounts receivable not more than
ninety (90) days old and subject to certain other conditions and
restrictions, including, without limitation, restrictive
financial covenants related to the working capital and tangible
net worth of the Company.  The line of credit agreements expire
on May 1, 2003.  The line of credit agreements are secured by
substantially all of the assets of the Company.  Borrowings of
$910,000 as of September 30, 2002, under the line of credit
agreements accrue interest at the bank's prime rate (4.75% as of
September 30, 2002).  As of November 7, 2002, borrowings in the
amount of approximately $600,000 and $325,000 were outstanding
under the Advertising and Marketing Accounts Receivable Credit
Facility and Logistics Accounts Receivable Credit Facility,
respectively.  As a result of the acquisition of the technology
segment, the Company is currently not in compliance with all of
the debt covenants under the line of credit agreements and is
currently attempting to renegotiate these agreements with the
bank.  As of November 7, 2002, credit in the amount of $400,000
and $175,000 was available under the Advertising and Marketing
Accounts Receivable Credit Facility and Logistics Accounts
Receivable Credit Facility, respectively.

"Hencie has a financing agreement with a lender providing for
the sale of its accounts receivable to the lender.  The
eligibility for sale of accounts receivable is subject to
certain conditions and restrictions, including, without
limitation, concentration restrictions and verification
approvals of the accounts receivable by the lender.  The sales
of accounts receivables under the Technology Accounts Receivable
Credit Facility are secured by substantially all of the assets
of Hencie.  As of November 7, 2002, accounts receivable that are
sold and remain unpaid under the Technology Accounts Receivable
Credit Facility accrue interest at 2% plus the prime rate as
published in the Wall Street Journal.  As of September 30, 2002,
the balance outstanding was $314,519.  As of November 7, 2002,
borrowings in the amount of approximately $298,333 were
outstanding under the Technology Accounts Receivable Credit
Facility.  The majority of Hencie's customer contracts are
terminable upon 30 days notice.

"Hencie currently is unable to make timely payments to certain
of its trade and other creditors, in the amounts set forth under
accounts payable-other, and has had to rely substantially on
intercompany borrowings to fund its continuing operations and
working capital needs.  As of November 7, 2002, Hencie had past
due payables in the amount of $778,464.  Discounts and deferred
payment terms have been negotiated and, in some cases, are being
negotiated with certain of these creditors.  If Hencie is unable
to make timely payments or is unable to negotiate favorable
discounts and payment terms, Hencie's ability to fund its
continuing operations and working capital needs would by
jeopardized and the operations, financial condition, and
business of Hencie and the Company may suffer a material adverse
effect.  The Company is currently seeking financing sources in
order to secure financing sufficient to fund Hencie's
outstanding payables and meet its ongoing trade obligations and
has met with several potential financing sources to explore a
long-term solution for the consolidated Company's liquidity
needs.

"The Company is also currently attempting to improve the overall
liquidity of the Company and increase the cash available to the
Company through arbitration with a former customer to collect
past due account receivables in the amount of $734,181.91 and
through litigation against a former customer to collect past due
account receivables in the amount of $98,801.25."


AMES DEPARTMENT: Wants to Assign Weymouth Lease for $1.3 Million
----------------------------------------------------------------
As part of winding down their operations, Ames Department
Stores, Inc., and its debtor-affiliates want to assume and
assign an unexpired non-residential real property lease to
Building #19, Inc. or its designee.  The lease with ABRO
Corporation for Ames Store No. 740 is located in Weymouth,
Massachusetts.  The Debtors have determined that the amount they
owe ABRO to satisfy all the arrears under the Lease is $33,871.
The Debtors assure the Court that they will pay the cure amount
when they receive the payment from Building 19.

Pursuant to an assumption and assignment agreement, the Debtors
and Building 19 agreed that:

  (a) The Debtors will assign to Building 19 all of their right,
      title, and interest under the Lease for the remainder of
      the Lease term;

  (b) The total consideration to be paid by Building 19 will be
      $1,338,000 for the Lease.  Building 19 will pay a deposit
      equal to 5% of the consideration or $66,900.  Building 19
      will pay the $1,271,100 balance at the Closing;

  (c) The Lease will be sold and assigned in an "as is, where
      is"  basis, free and clear of any claims, liens or
      interests.  Any liens, claims and encumbrances will attach
      to the net proceeds paid to the Debtors;

  (d) The assignment is subject to higher or better offers.  If
      the Court does not approve the Debtors' assignment to
      Building 19 because a higher or better offer has been
      received, or for any reason other than Building 19's
      material breach of the agreement, then all escrowed funds
      will be released to Building 19 and it will have no
      further claims against the Debtors;

  (e) If Building 19 fails to close the transaction for any
      reason other than the Debtors' material breach of the
      agreement, which is not cured within five business days
      from the receipt of written notice, then Building 19's
      deposit will become non-refundable and will be forfeited
      to the Debtors' favor; and

  (f) Gerald Elovitz, Building 19's Chairman of the Board, will
      guaranty $1,000,000 as adequate assurance of Building
      19's future performance under the Lease.

David H. Lissy, Esq., Ames Senior Vice President and General
Counsel, advises interested bidders that any other offers must
be on substantially the same terms as Building 19's.  Counter-
offers must exceed Building 19's proposed Purchase Price by at
least $50,000 and be accompanied by a certified check or money
order equal to 10% of the Purchase Price of that bid.  All bids
will remain open and irrevocable until 11 days after the Sale
Hearing and the second best bid, as the Debtors determine, will
remain open and irrevocable until the Closing on the
transaction.  Mr. Lissy explains that the second highest bid may
be accepted and consummated if the bid selected at the Auction
and approved by the Court is not consummated immediately.

                       ABRO Objects

Weymouth Shopping Center Associates/ABRO Corporation asks the
Court to deny the Debtors' request because the Debtors did not
satisfy the adequate assurance requirements under Section
365(b)(3) of the Bankruptcy Code.  ABRO explains that the
proposed assignment does not include adequate assurance of rent
and other consideration due under the Lease.

Based on the financial information produced on Building 19's
behalf, ABRO notes that it is a virtual certainty that
percentage rent due will decline dramatically.  The financial
condition of Building 19 and its guarantor, Gerald Elovitz, is
not even remotely similar to the Debtors and their guarantors'
financial condition and operating performance when the Debtors
were the lessees.  ABRO tells the Court that Building 19's sales
volume, averaged over all its stores, would total roughly $72
per foot. This would have a profound effect on percentage rent.

ABRO is also concerned of the tenant mix.  ABRO fears that the
proposed assignment will disrupt the tenant mix and balance in
the Shopping Center.  Being the anchor tenant, the Debtors were
the primary draw for customers to the Center, and therefore, a
draw for other prospective tenants as well.

Although the Debtors were fairly characterized as a discount
department store, ABRO maintains that Building 19 is of a
different nature altogether, being a purveyor of used, salvaged
goods.  Couple this with handwritten cardboard signage,
scattered, badly displayed merchandise and description of the
store with phrases as "a massive yard sale."  In addition, the
legend "WE'RE HALF STORE . . . HALF SIDE SHOW!" shown on
Building 19's homepage reflects that it is not, in any respect,
a suitable substitute for the type of business bargained for
ABRO.

ABRO further contends that the Debtors failed to satisfy the
requirements of Section 363(b) of the Bankruptcy Code because no
facts concerning the marketing process are recited.  This is
important so that the Court or interested parties could conclude
that the Debtors applied an appropriate level of business
judgment in marketing the Lease and attempting to attract higher
and better offers in view of erroneous analysis of the terms of
the Lease which -- had the Debtors properly understood them --
would likely have yielded additional value to the estates.

                       Debtors Respond

ABRO's objection should be overruled, the Debtors assert.  The
Debtors complain that ABRO focused its objections on their
inability to satisfy the adequate assurances of future
performance.  "A landlord's opposition to the proposed assignee
must be reasonable and not arbitrary or capricious."  The
Debtors contend that Building 19's financials and the $1,000,000
guaranty of Gerald Elovitz provide ABRO with adequate assurances
of future performance.  "A landlord is not entitled to an
absolute guaranty of future performance," the Debtors tell the
Court.

The Debtors relate that Building 19 is a successful operator of
retail stores for more than 37 years.  In addition to Building
19's financial strength, Mr. Elovitz, whose personal financial
statement reveals more than $29,000,000 in assets, has agreed to
guaranty up to $1,000,000 in obligations under the Lease.
Clearly, with annual rent set at $155,000, Mr. Elovitz's
guaranty will secure more than six years of rent under the
Lease.

As to the potential decline in percentage rent, the Debtors
assure the Court that ABRO's percentage rent will not decline
substantially on the assignment to Building 19.  On the
contrary, Building 19 will lead to increased traffic at the
Weymouth Center and would greatly benefit the other tenants
rather than being a detriment.  Building 19 targets cost-
conscience consumers as the Debtors did.  Building 19 is
prepared to submit evidence that it will be able to generate
annual sales consistent with the Debtors' annual sales at the
Weymouth premises.

The Debtors also advise the Court that ABRO's allegations on
their marketing efforts are not true.  The Debtors indicate that
they have been working closely with the Creditors' Committee and
have been engaged in extensive marketing efforts over the last
five months in an effort to obtain optimum value for their
remaining real estate assets.  However, only Building 19 made a
formal bid for the Weymouth Lease.  After entering into an
assignment agreement with Building 19, the Debtors sent a notice
of the Assignment Agreement and its terms to those parties that
have expressed an interest in the Weymouth premises.  But no
bids have been received. (AMES Bankruptcy News, Issue No. 33;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


ANC RENTAL: Has Until March 19 to Use Lenders' Cash Collateral
--------------------------------------------------------------
Judge Walrath authorizes ANC Rental Corporation and its debtor-
affiliates to use the cash collateral until March 19, 2003, and
grant replacement liens and adequate protection.

As previously reported, the Debtors need to use the Cash
Collateral to maintain their business operations and continue
their reorganization efforts in accordance with Chapter 11 of
the Bankruptcy Code.  Moreover, the Debtors' use of Cash
Collateral in their cases has been instrumental to the
implementation of their business plan that will result in the
streamlining of their businesses and successfully emerging from
Chapter 11 as a viable company.  The failure to obtain
authorization for the continued use of Cash Collateral would
seriously undermine the Debtors' reorganization efforts and
would be disastrous to their creditors, equity holders and
employees.

In the ordinary course of their business, the Debtors may, from
time to time, provide liquidity to certain of their non-debtor
foreign subsidiaries on an "as needed" basis to cover working
capital shortfalls at certain times of the year, as indicated in
the cash flow projections.

The Debtors will also use Cash Collateral to fund other
administrative expenses incurred during the pendency of their
Chapter 11 cases, including:

    -- professional fees and expenses allowed by the Bankruptcy
       Court pursuant to Sections 330 and 331 of the Bankruptcy
       Code;

    -- reimbursement of allowed expenses incurred by the members
       of any official committee appointed by the Office of the
       United States Trustee in the Debtors' cases;

    -- fees payable under Section 1930 of the Judiciary
       Procedures Code and related costs; and

    -- other charges incurred in administering the Debtors'
       Chapter 11 cases. (ANC Rental Bankruptcy News, Issue No.
       27; Bankruptcy Creditors' Service, Inc., 609/392-0900)


APPIANT TECH.: Cash Insufficient to Satisfy Capital Requirements
----------------------------------------------------------------
Appiant Technologies Inc.'s new business model and main goal is
to become a leading provider of internet protocol-based (IP-
based) unified communications and unified information
applications designed to allow users access to communications
and information in a highly-personalized format as set by the
individual user from private, public and enterprise sources
anytime, anywhere from any type of communications device such as
a cell phone, computer, personal digital assistant, etc., in a
hosted, service model. The Company has created an IP-based
portal that it named inUnison-TM-in which Appiant has
incorporated, or will incorporate, both its proprietary UC/UI
applications including, but not limited to, its own speech
recognition technologies, data mining, data analysis,
navigation, channel management, recommendation engines and
client relationship management applications, as well as various
third party applications and integrations.

Appiant's consolidated financial statements include Appiant's
results as well as the results of its significant operating
subsidiary: Infotel Technologies (Pte) Ltd. The legacy business
of Appiant NA and Trimark were discontinued and Enhancement
India call center business was sold, these businesses are not
expected to have a materially adverse effect on the Company's
financial condition. On February 5, 2001, Appiant acquired
certain assets of Quaar

On a full year basis, Appiant NA's net revenues were $2.2
million for the fiscal year ended September 30, 2002 as compared
to $8.7 million for the period ending September 30, 2001 and
$14.0 million for the same period in 2000. The 2002 year-to-date
decrease in Appiant NA net revenues came from reduced legacy
products, which were discontinued and slower than expected
revenues from its inUnison-TM- product offering.tz, Inc., the
results of the operations of Quaartz from February 1, 2001 to
September 30, 2001 and for all of fiscal 2002 are included in
the Company's consolidated financial statements.

The Company received a going concern opinion on its financial
statements for both fiscal 2001 and 2002. A going concern
opinion means that the Company does not have sufficient cash and
liquid assets to cover its operating capital requirements for
the preceding twelve-month period and if sufficient cash cannot
be obtained the Company would have to substantially alter its
operations or may not be forced to discontinue operations.  The
fact that the Company was able to continue operating for more
than twelve-months since receiving a going concern opinion on
its fiscal 2001 financial statements is not an indication that
it will be able to do so in the future.  To the contrary the
Company's cash position has worsen since fiscal 2001 and its
ability to continue its current operations is less likely.

Appiant recorded a net loss of $15.8 million on net revenues of
$11.8 million in its fiscal year ended September 30, 2002 and a
net loss of $29.9 million on net revenues of $21.7 million
during fiscal 2001. It also sustained significant losses for the
fiscal years ended September 30, 1999 and 2000.

Management of the Company anticipates continuing to incur
significant sales and marketing, product development and general
and administrative expenses and, as a result, Appiant will need
to generate significantly higher revenue to sustain
profitability as it build its organization for its new inUnison-
TM- business model. In addition, management anticipates
significant amortization of capitalized software and other
assets that the Company has purchased or developed for its new
inUnison-TM-business model in the fiscal year 2003. There is no
assurance that Appiant will continue to realize sufficient
revenue to return to, or sustain, profitability.


B/E AEROSPACE: Will Publish December 31 Results on March 5, 2003
----------------------------------------------------------------
B/E Aerospace, Inc., (Nasdaq:BEAV) will release its financial
results for the 10-month transition period ended December 31,
2002 prior to the opening of the Nasdaq Stock Market on
Wednesday, March 5.

Because B/E changed its fiscal year, it will announce results
for a 10-month transition period beginning February 24, 2002 and
ending December 31, 2002. The company will report on a calendar
year basis going forward.

B/E will hold a conference call to discuss the results at 9:00
a.m. Eastern time on Wednesday, March 5. To listen live via the
Internet, visit the Investors section of B/E's Web site at
http://www.beaerospace.comand follow the link to "Webcasts."
B/E suggests that you check this link well in advance of the
conference call to ensure that your computer is configured to
receive the webcast.

B/E Aerospace, Inc., is the world's leading manufacturer of
aircraft cabin interior products, and a leading aftermarket
distributor of aerospace fasteners. With a global organization
selling directly to the world's airlines, B/E designs, develops
and manufactures a broad product line for both commercial
aircraft and business jets and provides cabin interior design,
reconfiguration and conversion services. Products for the
existing aircraft fleet -- the aftermarket -- provide almost
two-thirds of sales. For more information, visit B/E's Web site
at http://www.beaerospace.com

As reported in Troubled Company Reporter's February 13, 2003
edition, Standard & Poor's placed its ratings, including
the 'BB-' corporate credit rating, on B/E Aerospace Inc., on
CreditWatch with negative implications.

"The action stems from the company's announcement that it will
record a charge to earnings of about $30 million, coupled with
continued weakness in the airline industry, BE Aerospace's
primary market," said Standard & Poor's credit analyst Roman
Szuper.

The charge will be a write-off of a receivable created in
connection with the sale of the firm's in-flight entertainment
business to the Thales Group in 1999; that receivable
represented the final payment expected from Thales.

The charge, which will further weaken BE Aerospace's highly
leveraged balance sheet, coincides with poor operating results,
due to a very challenging environment of its airline customers,
especially in the U.S. That environment is likely to deteriorate
further if there is a war with Iraq.


BABCOCK & WILCOX: Court Approves 6th Amendment to DIP Financing
---------------------------------------------------------------
McDermott International Inc., (NYSE:MDR) announced that the U.S.
Bankruptcy Court for the Eastern Division of Louisiana has
approved the sixth amendment to the debtor-in-possession
financing between The Babcock & Wilcox Company and certain of
its subsidiaries and the lenders. The DIP financing, which was
scheduled to expire on Feb. 22, 2003, has been extended to
Feb. 22, 2004 with an extension at the option of B&W for an
additional one-year period to Feb. 22, 2005. The amendment also
provides for, among other things, a reduction of the facility
from $300 million to $227.75 million.

B&W is a subsidiary of McDermott, a leading worldwide energy
services company. McDermott's subsidiaries provide engineering,
fabrication, installation, procurement, research, manufacturing,
environmental systems, project management and facilities
management services to a variety of customers in the energy
industry, including the U.S. Department of Energy.


BETHLEHEM STEEL: Urges Court to Approve SSM Coal Sale Agreement
---------------------------------------------------------------
For over a decade, Bethlehem Steel Corporation and its debtor-
affiliates have been purchasing much of its coke supply from SSM
Coal LLC.  Coke is an important element in the production of
steel used specifically in blast furnaces as an energy source
and as a reductant to convert the iron bearing raw material into
liquid iron.

But since the Petition Date, Jeffrey L. Tanenbaum, Esq., at
Weil, Gotshal & Manges LLP, in New York, relates that SSM Coal
has been reluctant to continue doing business with the Debtors.
SSM Coal wants the Debtors to seek Bankruptcy Court approval of
any tentative agreements before executing them.  SSM Coal is the
highest rated supplier at the Debtors' Sparrows Point, Maryland
facility in recent annual reviews.

For this reason, the Debtors ask the Court to approve a
Metallurgical Blast Furnace Coke 2003 Sale and Purchase
Agreement with SSM Coal.

Mr. Tanenbaum asserts that the Agreement represents substantial
value to the Debtors' estates.  The price of coke per unit
provided in the Agreement is the lowest offer by potential
suppliers.  While recent market conditions have pushed coke
prices higher, SSM Coal has agreed not to pursue any price
increase associated with the current under-supplied market, as
long as the Court approves the Agreement.

The salient terms under the Metallurgical Blast Furnace Coke
2003 Sale and Purchase Agreement are:

A. Coke Supply

   (a) The Debtors will purchase metallurgical blast furnace
       coke which SSM Coal will load and ship in accordance with
       a mutually agreed to shipping schedule;

   (b) If at any time during the term of the Agreement the
       operation of the Sparrows Point Division is substantially
       curtailed or shut down or SSM Coal's Production
       Facilities are shut down, the Debtors' obligations to
       purchase and SSM Coal's obligation to sell and deliver
       Coke under the Agreement may be mutually adjusted, or may
       be terminated on three months' written notice;

   (c) The Debtors' obligation to purchase Coke may be reduced
       as necessary to mitigate the impact on the Debtors'
       overall coke balance, upon written notice to SSM Coal,
       but will not affect any cargo or cargoes in preparation,
       loading or in transit at the time of the notice; and

   (d) The Debtors will use reasonable efforts to:

         (i) equitably allocate any resultant reduction in
             requirements among their suppliers to the extent
             permitted by their operational considerations; and

        (ii) minimize any reduction of anticipated purchases
             under the Agreement.

B. Term of Supply Agreement

   Filed under seal

C. Quality

   SSM Coal warrants that all Coke delivered under the Agreement
   meets the agreed upon specifications.

E. Price

   Filed under seal

F. Continuous Improvement

   SSM Coal will use reasonable efforts to comply with a certain
   supplier excellence program that the Debtors implement,
   provided that the compliance does not require SSM Coal to
   divulge its confidential or proprietary information or trade
   practices.

   The main precepts of the Supplier Excellence Program are:

   (1) a quality systems evaluation;

   (2) ongoing performance evaluation including a jointly
       developed continuous improvement plan with established
       mutually agreeable short and long-range goals; and

   (3) merit assessment, a subjective evaluation by product
       users.

   SSM Coal and the Debtors will work together in good faith to
   implement the Supplier Excellence Program.

G. Assignability

   The Agreement is not assignable by either party without the
   prior written consent of the other.  Any proposed assignee
   must agree in writing to assume all of the assignor's
   obligations and provide, if requested by the non-assigning
   party, sufficient assurance of financial capability to
   perform the obligations under the Agreement.

   If the Agreement is assigned, the Debtors will be released
   from their liabilities and obligations under the Agreement,
   except for those liabilities and obligations that arose from
   or are related to events taking place before the effective
   date of the assignment.  The assignment will not be deemed to
   release the Debtors from any obligations, which have been
   mutually agreed to be ongoing obligations that survive
   termination.

            Confidential Documents Filed Under Seal

Due to the Debtors and SSM Coal's competitive positions in their
industries, certain provisions to the agreement must be kept a
secret.  Mr. Tanenbaum explains that access to sensitive
information would be detrimental to the Debtors' future
negotiations with SSM Coal's competitors, which could reap
windfalls by usurping the confidential pricing and commercial
information.

Accordingly, the Debtors sought and obtained the Court's
permission to keep certain information away from the general
public's scrutiny.  The Debtors will file certain documents
related to the Agreement under seal:

  (a) The term of the Metallurgical Blast Furnace Coke 2003 Sale
      and Purchase Agreement;

  (b) The size and number of shipments and proposed shipping
      schedule;

  (c) The pricing and payment terms;

  (d) Purchase Specifications;

  (e) Coke Data Sheet; and

  (f) Description of the Agreement relating to price and payment
      terms, and Agreement term.

The documents will only be made available and served to the
attorneys or other professionals employed by the Official
Committee of Unsecured Creditors and the United States Trustee.
(Bethlehem Bankruptcy News, Issue No. 31; Bankruptcy Creditors'
Service, Inc., 609/392-0900)

Bethlehem Steel Corp.'s 10.375% bonds due 2003 (BS03USR1) are
trading at about 3 cents-on-the-dollar, says DebtTraders. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=BS03USR1for
real-time bond pricing.


BRANT POINT: Fitch Affirms Ser. 1999-1 Class D Notes' BB Rating
---------------------------------------------------------------
Fitch Ratings affirms two classes of notes issued by Brant Point
CBO 1999-1, Ltd. These affirmations are the result of Fitch's
annual review process. The following rating actions are
effective immediately:

-- $48,750,000 class C third priority senior secured notes 'BBB-
   ';

-- $18,118,214 class D fourth priority senior secured notes
   'BB'.

Fitch does not rate the class A or class B notes of Brant Point.

Brant Point is a collateralized bond obligation (CBO) managed by
Sankaty Advisors, Inc. Fitch has reviewed in detail the
portfolio performance of Brant Point. In conjunction with this
review, Fitch discussed the current state of the portfolio with
the asset manager and their portfolio management strategy going
forward.

The Brant Point portfolio has experienced some deterioration
since its inception with a cumulative reduction in its
overcollateralization levels of between 6% and 8% on average.
The current portfolio has 7% in defaulted securities and 12% in
securities rated 'CCC+' or lower (excluding defaults). Sankaty
has been successfully managing this portfolio, trading premium
securities and reinvesting the proceeds in par assets without
further reducing the credit quality of the portfolio. Despite
some of the deterioration in the portfolio, Brant Point is
performing well due to some of the deal's structural features,
including the ability of the asset manager to keep equity
distributions in the deal and a $10 million interest reserve
account that is still fully available, is not included in the
coverage test calculations and provides additional support to
the deal in the event that a coverage test is breached. Very few
other transactions of this vintage contain the same interest
reserve account feature.

Fitch conducted cash flow modeling utilizing various default
timing and interest rate scenarios to measure the breakeven
default rates going forward relative to the minimum cumulative
default rates required for the rated liabilities. As a result of
this analysis, Fitch has determined that the original ratings
assigned to the class C and D notes still reflect the current
risk to noteholders.

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


BURLINGTON: Wants Court Approval for Berkshire Sale Agreement
-------------------------------------------------------------
On February 11, 2003, Burlington Inc., and Berkshire Hathaway,
Inc., into an agreement that provides for the sale of Burlington
through the issuance of all of its capital stock, to be
effectuated by the Plan of Reorganization.  The Berkshire
Agreement contemplates that it will be implemented pursuant to
the Plan, and that it will be subject to higher and better
offers at an auction to be held pursuant to bidding procedures,
which must be approved by the Bankruptcy Court.

The material terms of the Berkshire Agreement include:

A. Purchase of Burlington

   Berkshire will acquire all the New Common Stock Burlington
   will issue on the Effective Date under the Plan.

B. Purchase Price and Adjustments

   The Purchase Price will be $140,000,000 and Allowed Claims in
   Class 2 -- subject to a $4,340,000 aggregate maximum amount
   -- and Class 3 -- subject to a $7,750,000 aggregate maximum
   amount for all Allowed Class 3 Claims; to be reduced by
   the amount of the Burlington Fabrics Irrevocable Trust and to
   be adjusted on an interim basis five business days before the
   time of Closing to reflect the estimated changes in the
   working capital of Burlington from a $102,949,000 benchmark
   amount as of its most recent audited financial statements.

   The adjustment of the Purchase Price for the amount in the
   Burlington Fabrics Irrevocable Trust will not affect the
   recovery to the unsecured creditors in Class 4 because the
   amount of the funds will be transferred to the Distribution
   Trust simultaneously with the Closing of the Berkshire
   Agreement.

   An escrow will be set up at the time of Closing to hold an
   amount equal to the greater of $40,000,000 and the amount, if
   any, by which the pre-closing calculation of working capital
   is less than the benchmark amount -- the Escrow Amount.  The
   Escrow Amount will secure any possible working capital
   adjustment in Berkshire's favor.

   Burlington Assets that were held for sale as of September 28,
   2002, but that were not actually sold as of the Closing, will
   be transferred to the BII Distribution Trust at the Closing,
   but will not reduce the Purchase Price.

   The Berkshire Agreement also provides that the Assumed
   Administrative Claims and Priority Tax Claims will be assumed
   and satisfied in full by the Reorganized Debtors.

C. Discharged Liabilities

   Upon the Closing, all liabilities of the Debtors will be
   discharged by the Plan to the full extent permitted under
   Chapter 11, except as otherwise provided in the Plan.

D. Operation of Burlington Pending Closing

   From February 11, 2003 through the Closing, the Berkshire
   Agreement provides for certain restrictions on Burlington's
   operations to ensure that Burlington continues to operate its
   business consistent with past practices and consult or obtain
   the consent of Berkshire to certain actions.  Among other
   things, Burlington agrees to assume only certain designated
   Executory Contracts or Unexpired Leases and to refrain from
   selling assets, subject to certain specific exceptions.

   The Berkshire Agreement may be terminated by the mutual
   agreement of Burlington and the Buyer.  The Berkshire
   Agreement may also be terminated by either Burlington or the
   Buyer if:

   (a) the Closing has not occurred by July 30, 2003, as long as
       the breach by the terminating party has not caused the
       failure to close;

   (b) the other party has materially breached its
       representations, warranties or covenants and the breach
       is not curable within 15 business days after receipt of
       notice of the breach;

   (c) a court -- other than a bankruptcy court -- issues a
       final order or a law -- other than a bankruptcy law -- is
       in effect that, in either case, materially restricts or
       prohibits the Transactions or make them illegal;

   (d) the Bankruptcy Court issues a final order that materially
       restricts or prohibits the Transactions or make them
       illegal;

   (e) the Bankruptcy Court confirms a plan of reorganization
       that does not contemplate the Transactions contemplated
       by the Berkshire Agreement;

   (f) the Bankruptcy Court approves, or Burlington enters into,
       an agreement for an alternative transaction providing for
       the purchase of 25% of:

        (i) Burlington's consolidated assets; or

       (ii) the outstanding capital stock of or Secured Claims
            against Burlington or its subsidiaries; or

   (g) a person other than Berkshire is selected as the
       successful bidder in the Auction, or the Board of
       Directors adopts resolutions accepting, approving or
       recommending the WLR proposal.

   The Berkshire Agreement may be terminated by Berkshire, but
   not by Burlington:

   (a) at any time during the three business days beginning on
       February 27, 2003 if the Bankruptcy Court has not entered
       an order approving bidding procedures;

   (b) at any time after Berkshire's receipt of notice that the
       Bankruptcy Court's order approving bidding procedures is
       the subject of an appeal, petition or motion;

   (c) at any time during the three business days beginning on
       May 15, 2003 if the Bankruptcy Court has not entered an
       order approving the Auction results and the Disclosure
       Statement;

   (d) if the Bankruptcy Court has not entered the Confirmation
       Order approving the Plan or reorganization -- in a form
       that effects the Transactions contemplated by the
       Berkshire Agreement -- by June 30, 2003; or

   (e) the Board of Directors has not adopted resolutions
       approving Berkshire as the successful bidder in the
       Auction and as the "Buyer" under the Plan by the close of
       business two Business Days after the Auction.

E. Termination Fee

   If the Berkshire Agreement is terminated after the bidding
   procedures has been approved by the Bankruptcy Court, then
   Burlington must pay Berkshire a termination fee unless:

     (i) the Berkshire Agreement is terminated by the parties'
         mutual agreement;

    (ii) the Berkshire Agreement is terminated because a court
         -- other than a bankruptcy court -- issues a final
         order or a law -- other than a bankruptcy law -- which
         in effect, in either case, materially restricts or
         prohibits the Transactions or make them illegal;

   (iii) the Berkshire Agreement is terminated as a result of an
         appeal to the Bankruptcy Court's order approving the
         bidding procedures; and

    (iv) Burlington has terminated the Berkshire Agreement as a
         result of a Buyer's breach of its representations,
         warranties or covenants; or

   The Termination Fee will be $14,000,000.

F. No Shop Provision

   Prior to the Auction, subject to certain expectations,
   Burlington is prohibited from taking, directly or indirectly,
   any action to solicit, negotiate or assist or otherwise
   knowingly facilitate an Alternative Transaction, other than
   in accordance with the Bidding Procedures or in connection
   with the WLR Proposal.  After the Auction, Burlington is
   prohibited from communicating with other potential bidders.
   (Burlington Bankruptcy News, Issue No. 2; Bankruptcy
   Creditors' Service, Inc., 609/392-0900)


CANNONDALE CORP: Taps Legg Mason as Sales Agent and Advisor
-----------------------------------------------------------
Cannondale Corporation seeks permission from the U.S. Bankruptcy
Court for the District of Connecticut to employ Legg, Mason,
Wood & Walker, Inc., as its Financial Advisors and Exclusive
Sales Agent.

The Debtor expects Legg Mason to:

     a) conduct a sales process for essentially all of the
        assets of the Debtor under Section 363 and 365 of the
        Bankruptcy Code;

     b) advise the Debtor concerning opportunities for a
        Transaction;

     c) as authorized by the Bankruptcy Court and as requested
        by the Debtor, participate in the Debtor's behalf in
        negotiations concerning a transaction;

     d) review and update certain documentation, including the
        Debtor's existing financing documentation;

     e) review the Debtor's historical and projected financial
        information;

     f) perform certain financial analyses; and

     g) advise the Debtor on its strategic alternatives in
        connection with a transaction.

The Debtor agrees to pay Legg Mason:

     i) a $40,000 advisory fee;

    ii) if a sale of any assets occurs to a party other than
        Pegasus Partners II LP under the Stalking Horse Bid,
        Legg Mason will be paid a disposition fee of:

        a) for total consideration equal to the Stalking Horse
           Bid plus an additional amount up to $5 million, then
           1.75% of the Consideration of the Debtor's assets;
           and

        b) for total consideration equal to the Stalking Horse
           Bid plus $5 million or more, then 2.0% of the
           Consideration of the Debtor's assets.

Cannondale Corp., a leading manufacturer and distributor of high
performance bicycles, all-terrain vehicles, motorcycles and
bicycling and motorsports accessories and equipment, filed for
chapter 11 protection on January 29, 2003 (Bankr. Conn. Case No.
03-50117).  James Berman, Esq., at Zeisler and Zeisler
represents the Debtors in their restructuring efforts.  When the
Company filed for protection from its creditors, it listed
$114,813,725 in total assets and $105,245,084 in total debts.


COEUR D'ALENE: Enters Pact to Sell $37M of 9% Senior Conv. Notes
----------------------------------------------------------------
Coeur d'Alene Mines Corporation (NYSE:CDE) has entered into an
agreement to complete a private placement of $37.2 million of
9.0% Senior Convertible Notes.

The net proceeds of approximately $33.8 million will be used to
retire the majority of the remaining $28 million of the
Company's 6.375% Subordinated Convertible Debentures due January
2004 and will provide working capital for general corporate
purposes.

Dennis E. Wheeler, Coeur's Chairman and Chief Executive Officer
stated, "This financing substantially completes the Company's
debt restructuring efforts, which began in 1998. Coeur's balance
sheet will be considerably re-shaped and strengthened. We are
now in a position to aggressively pursue new growth
opportunities."

Under the purchase agreement, Coeur agreed to issue $37.2
million of new 9.0% Senior Convertible Notes ("New Notes") for
$33.8 million in proceeds. The New Notes will be convertible
into common stock at a conversion price of $1.60 per share and
will mature in 2007. Coeur expects to close this transaction by
the end of February. Houlihan Lokey Howard & Zukin Capital has
served as the Company's financial advisor on this transaction.

Coeur d'Alene Mines Corporation is the world's largest primary
silver producer, as well as a significant, low-cost producer of
gold. The Company has mining interests in Nevada, Idaho, Alaska,
Argentina, Chile and Bolivia.

                           *   *   *

As previously reported, Coeur d'Alene Mines Corporation
dismissed Arthur Andersen LLP as the Company's independent
accounting firm.  Arthur Andersen LLP had served in that
capacity since October 1999. The Company's determination
reflected the fact that on June 15, 2002, the Securities and
Exchange Commission announced that Arthur Andersen LLP had
informed the Commission that it will cease practicing before the
Commission by August 31, 2002.

Arthur Andersen's report dated February 15, 2002, stated that
the financial statements included in the Company's Annual Report
on Form 10-K for the year ended December 31, 2001, had been
prepared assuming that the Company will continue as a going
concern.


CONSECO FINANCE: Committee Wants CFN et. al. to Produce Docs.
-------------------------------------------------------------
The Official Committee of Unsecured Creditors of Conseco Finance
Corp., and Conseco Finance Servicing Corp., asks Judge Doyle to
compel CFN Investment Holdings, J.C. Flowers, Fortress
Investment Group, Cerebus Capital Management and Lehman Brothers
to comply with requests for documents relating to the Asset
Purchase Agreement.

The Committee believes that the APA is "part of a carefully
orchestrated plan to strip the CFC Debtors of their assets."

Ivan J. Reich, Esq., at Becker & Poliakoff, tells the Court that
the APA is "unusual."  It calls for a sale of assets without a
specific purchase price.  The price is instead defined as that
sum represented by the total amount of debt owed to Lehman
Brothers.  The APA also extinguishes $250,000,000 in loan
guarantees by the CIHC Debtor, the CFC Debtors' parent, on loans
to the CFC Debtors.  Mr. Reich reminds Judge Doyle that if the
APA is approved and the Plan is implemented, the Creditors
represented by the Committee that hold $1,700,000,000 in
unsecured debt, will be wiped out.

Given these dismal prospects, the Committee seeks information to
determine the value of the CFC Debtors' assets and the business
justification for the proposed sale.  The Committee requested 47
categories of documents from the Debtors on January 5, 2003.
The Debtors indicated that they intended to cooperate, but have
not done so.  More than two weeks later, the Debtors provided
documents they made available to potential bidders, ignoring
numerous categories of critical information.

The Committee also issued and served on each of the Debtors and
Conseco affiliated entities, Rule 45 subpoenas for inspection of
documents pursuant to Rule 2004 of the Federal Rules of
Bankruptcy Procedure.  The Committee also served subpoenas on
CFN and its constituents and Lehman.

CFN is the purchasing party yet it has refused to produce the
documents requested by the Committee's subpoena.  CFN asserts
that it is not required to comply because:

   a) there is no court order under Rule 2004 mandating document
      production;

   b) the requested documents are privileged from disclosure;
      and

   c) the requested documents are available from other sources,
      namely the Debtors.

Mr. Reich tells the Court that Lehman Brothers cited similar
reasons in refusing to comply with the subpoena.  Lehman is the
principal beneficiary of the APA.  Obligations to Lehman,
allegedly secured by the CFC Debtors' assets, will be entirely
assumed by CFN, while the class of unsecured creditors
represented by the Committee receives nothing.  Given the
circumstances, the Committee is entitled to receive any
information Lehman possesses on the APA, the nature and extent
of Lehman's interests and relationships with the CFC Debtors,
and its agreements with CFN.

"The attitude evidenced by both respondents smacks of
indifferent disregard for the interests of the unsecured
creditors of the CFC Debtors," Mr. Reich says.  As a result, the
Committee asks the Court for an immediate hearing on its request
because the deadline to object to the APA is on February 24,
2003. (Conseco Bankruptcy News, Issue No. 10; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


CONSECO: Committee Hires Fried Frank & Mayer Brown as Counsels
--------------------------------------------------------------
The Official Committee of Unsecured Creditors of Conseco Inc.,
notes that much progress has been made in these Chapter 11
proceedings. James Bolin of Appaloosa Management Company and
Bridget A. Garavalia of Bank of America, as Co-Chairpersons of
the Official Committee, inform Judge Doyle that prior to their
appointment to the Official Committee, several members were
involved in various unofficial committees.  In this capacity,
they worked with the attorneys at Fried, Frank, Harris, Shriver
& Jacobson and Mayer, Brown, Rowe & Maw.  They found the
attorneys to be well qualified, professional and competent.
Additionally, the law firms are now familiar with numerous
aspects of these cases.

Thus, the Committee seeks the Court's authority to retain Fried
Frank and Mayer Brown as its counsels nunc pro tunc to
January 3, 2003.

The Committee explains that it is necessary to employ both Fried
Frank and Mayer Brown as attorneys to ensure that the interests
of all creditors are adequately represented.  The Committee must
employ counsel located near this Court who is familiar with the
local rules.  Mayer Brown fulfills this need.  The Committee
assures Judge Doyle that there will be minimal duplication of
efforts.  Fried Frank has played the primary role in drafting
and review of Plan-related court papers and documents, while
Mayer Brown will be the primary advocate for discrete plan
issues.

Additionally, the Committee represents the interests of two
major creditor constituencies -- the Banks and the Bondholders.
Due to the large scale of work and diverse viewpoints, the
services of both law firms will surely be needed.

                            Fried Frank

Fried Frank is expected to:

   a) provide legal advice to the Committee and aid in review of
      a plan of reorganization and related corporate documents;

   b) respond on the Committee's behalf to all applications,
      motions, answers, orders, reports and other pleadings; and

   c) perform other legal services requested by the Committee.

Fried Frank's hourly rates for professional services rendered by
bankruptcy and restructuring partners, "of counsel" and "special
counsel" in non-bankruptcy court authorized and approved
engagements are higher than the hourly rates charged by like
professionals in connection with Section 328 engagements.  This
is because Fried Frank's professionals have only one hourly rate
for all engagements.  This hourly fee structure applies for
these cases:

     Partners          $535 - 885
     Of Counsel         495 - 685
     Special Counsel    480 - 515
     Associates         255 - 440
     Assistants         130 - 195

Bonnie Steingart, Esq., at Fried Frank, relates that the firm
has conducted an extensive client search to determine whether it
represents any interests that may be adverse to the Committee or
other parties-in-interest.  At this point, Fried Frank is a
"disinterested person" as defined in Section 101(14) of the
Bankruptcy Code.  Ms. Steingart also discloses that Fried Frank
received $983,664 from CFC and $2,157,627 from Conseco Inc.
within the prior year.

                       Mayer Brown

Mayer Brown is a full service, international commercial law firm
with extensive experience and knowledge in the fields of debtors
and creditors' rights and reorganizations under Chapter 11.
Mayer Brown has expertise in representing parties-in-interest
before the Illinois Northern District Bankruptcy Court and is
familiar with the local practice and local rules.

As counsel, Mayer Brown will:

   a) provide legal advice to the Committee and aid in review of
      a plan of reorganization and related corporate documents;

   b) respond on the Committee's behalf to all applications,
      motions, answers, orders, reports and other pleadings; and

   c) perform other legal services requested by the Committee.

Compensation will be payable on an hourly basis plus
reimbursement of actual and necessary expenses.  Mayer Brown's
standard hourly rates for the professionals expected to have
primary responsibility in these cases are:

           Thomas S. Kiriakos       $575
           Craig E. Reimer           450
           Alex P. Montz             375
           Maurita Cain-Lyle         150

Additionally, it is expected that John R. Schmidt, Esq., a
partner of the firm with over 30 years experience in corporate
and securities law matters and a former U.S. Associate Attorney
General, will be involved in any investigation as well as advice
given to the Committee.  Mr. Schmidt's current rate is $700 per
hour.

Thomas S. Kiriakos, Esq., tells Judge Doyle that Mayer Brown
maintains a sophisticated computer database for the specific
purpose of ensuring that it does not engage in activities
prohibited by rules of professional responsibility.  At this
stage, Mayer Brown has been able to locate a party that may
constitute an "interested person."  If any potential conflicts
arise, Mayer Brown will simply look to Fried Frank to advise the
Committee on the specific issues involved. (Conseco Bankruptcy
News, Issue No. 10; Bankruptcy Creditors' Service, Inc.,
609/392-0900)

DebtTraders reports that Conseco Inc.'s 10.75% bonds due 2008
(CNC08USR1) are trading at about 13 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=CNC08USR1for
real-time bond pricing.


COTTON GINNY: Continuing Bid Process to Sell Retail Chain
---------------------------------------------------------
Cotton Ginny Limited is continuing the competitive bid process
to sell the Cotton Ginny retail chain. A conditional agreement
announced last week to sell the chain to Toronto-based
Continental Saxon Group has been terminated.

"We are in active discussions with alternative prospective
purchasers that have extensive retail experience," said Larry
Gatien, acting president and chief executive officer of Cotton
Ginny Limited. "We continue to be deeply committed to finding a
way to preserve the jobs of our employees across Canada, and we
are optimistic that we will complete the sale of a substantial
part of the Cotton Ginny chain shortly."

A court hearing has been scheduled for March 7, 2003 to approve
the sale of the Cotton Ginny chain. It is expected that the
negotiations with prospective purchasers and consultations with
all stakeholders will be completed before that date. The bid
process is being conducted with the assistance of the
court-appointed Monitor, Richter & Partners Inc.

In the interim, the company continues to generate working
capital through the successful liquidation of Cotton Ginny's
existing inventory, which has today been expanded to all 205
Cotton Ginny retail locations. The liquidation is being overseen
by Ozer Group LLC.

Cotton Ginny continues to operate its Tabi International stores
as a separate division in the ordinary course. Since being
acquired by Cotton Ginny in 1994, the Tabi brand has continued
its strong performance, increasing from 30 to 90 stores, and
producing positive financial results in each of the last two
fiscal years.



CWMBS HOME: Fitch Drops 2000-4 Notes to Low-B & Default Levels
--------------------------------------------------------------
Fitch takes rating action on the following CWMBS Countrywide
Home Loans, Mortgage Pass-Through Certificates:

            CWMBS 2000-4 (Alt 2000-1)

-- Class B-3 downgraded to 'B' from 'BB-' and remains on Rating
   Watch Negative;

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

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. As of the Jan. 27, 2003
distribution:

CWMBS 2000-4 (Alt 2000-1) remittance information indicates that
8.11% of the pool is over 90 days delinquent, and cumulative
losses are $1,366,083.60 or 0.46% of the initial pool. Class B-4
currently has 0.00% of credit support and class B-3 currently
has 1.43% of credit support remaining.


CWMBS (INDYMAC): Fitch Downgrades Various Mortgage P-T Certs.
-------------------------------------------------------------
Fitch Ratings downgrades the following CWMBS (IndyMac) Inc.'s
mortgage pass-through certificates:

    CWMBS (IndyMac) 1994-S:


    --  Class B4 to 'B' from 'BB';
    --  Class B5 to 'C' from 'CCC'.

    CWMBS (IndyMac) 1994-R:

    -- Class B3 to 'C' from 'CCC'.

    CWMBS (IndyMac) 1995-L:

    -- Class B4 to 'CC' from 'B'.

    CWMBS (IndyMac) 1999-H (RAST 1999-A8):

    -- Class B3 to 'BB' from 'BBB', remains on Rating Watch
       Negative;

    -- Class B4 to 'D' from 'CCC';

    -- Class B5 to 'D' from 'C'.

    CWMBS (IndyMac) 2000-B (RAST 2000-A2):

    -- Class B3 to 'BB' from 'BBB', remains on Rating Watch
       Negative;

    -- Class B4 to 'C' from 'CCC';

    -- Class B5 to 'D' from 'C'.

    CWMBS (IndyMac) 2000-F (RAST 2000-A6):

    -- Class B3 to 'BB' from 'BBB', placed on Rating Watch
       Negative;

    -- Class B4 to 'C' from 'CCC';

    -- Class B5 to 'D' from 'CC'.

These actions are taken due to the level of losses incurred and
the high delinquencies in relation to the applicable credit
support levels as of the January 2003 distribution.


DESA HOLDINGS: Seeks Nod to Use Cash Collateral Until March 17
--------------------------------------------------------------
DESA Holdings Corporation, and its debtor-affiliates ask the
U.S. Bankruptcy Court for the District of Delaware for continued
permission to use their Lenders' Cash Collateral.

Currently, the Debtors hold cash in their operating accounts
aggregating $196.1 million.  The Debtors disclose that all of
their assets, including cash and cash proceeds, are encumbered
by the liens of the Prepetition Lender Group (composed of Bank
of America, N.A., as Swing Line Bank, UBS Warburg LLC, and Banc
of America Securities LLC).  The Debtors submit to the Court
that they have an urgent and immediate need for cash. The
Debtors, having sold substantially all of their assets pursuant
to the Asset Purchase Agreement, are no longer an operating
entity and are not receiving any form of incoming cash stream.
Without immediate and ongoing access to the cash in the Debtors'
possession, the Debtors cannot pay current and ongoing expenses
required for the administration of the Debtors' estates.
Consequently, the Debtors will suffer irreparable harm, thereby
jeopardizing any prospects for success in the Chapter 11
reorganization.

The Debtors want to use the Cash Collateral until March, 17,
2003, solely for the purposes of paying expenses related to the
administration of the Debtors' estates including:

      (i) the reimbursement of fees and expenses awarded by the
          Court to the Debtors' Professionals and the
          Committee's Professionals,

     (ii) the reimbursement of the fees of the U.S. Trustee,

    (iii) salaries of the Debtors' employees and directors, and

     (iv) the amounts necessary to comply with the Sale Order,
          including the Debtors' obligations under the Key
          Employee Retention Plan.

DESA, a leading manufacturer, distributor and marketer of vent-
free heating appliances, outdoor heaters, motion sensor
lighting, wireless doorbells, lawn and garden electrical
products and consumer fastening systems in the United States,
filed for chapter 11 protection on June 8, 2002 (Bankr. Del.
Case No. 02-11672).  Laura Davis Jones, Esq. at Pachulski,
Stang, Ziehl Young Jones & Weintraub represents the Debtors in
their restructuring efforts.


ENCOMPASS SERVICES: Brings-In Spriggs & Hollingsworth as Counsel
----------------------------------------------------------------
Encompass Services Corporation and its debtor-affiliates sought
and obtained the Court's authority to employ Spriggs &
Hollingsworth as their counsel in connection with a ending
lawsuit before the Eastern District of Virginia.  The lawsuit
seeks damages for breach of an insurance contract that provided
up to $5,000,000 in insurance for loss resulting directly from
employee dishonesty.

Lydia T. Protopapas, Esq., at Weil, Gotshal & Manges LLP, in
Houston, Texas, relates that, since April 2000, Spriggs &
Hollingsworth has represented Debtor Building One Service
Solutions, Inc. in the litigation over the availability of
coverage for the loss caused by the dishonest acts of Building
One's former employee, Milton L. Marder.  The coverage is
provided under the Blanket Crime Policies issued by National
Union Fire Insurance Company of Pittsburgh, Pennsylvania.

According to Ms. Protopapas, the Debtors selected Spriggs &
Hollingsworth because it has a specialized practice in
representing corporate policyholders in their disputes with
insurance companies.  The nature of Mr. Marder's acts resulted
in the involvement of the law, and Spriggs & Hollingsworth
serves as its principal point of contact, Ms. Protopapas says.
The firm maintains a white-collar criminal defense practice,
which makes it well suited to liaise with law enforcement on the
Debtors' behalf.

Ms. Protopapas tells the Court that Spriggs & Hollingsworth has
possessed significant knowledge about Mr. Marder's acts, the
loss that the Debtors sustained, and the insurance policies that
Building One asserts provide coverage.  "It is far more
efficient and far less costly for the Debtors to employ Spriggs
& Hollingsworth to pursue the litigation than it would be to
retain new counsel unfamiliar with the facts regarding Mr.
Marder's dishonest acts, the terms and conditions of the
insurance policies at issue, and the corresponding legal
issues," Ms. Protopapas maintains.

The Debtors will compensate Spriggs & Hollingsworth in
accordance with its customary hourly rates and reimburse the
firm of out-of-pocket expenses.  The firm's hourly rates are:

       $240 - 390     Partners, Special Counsel, and Counsel
        185 - 290     Associates
        110 - 120     Paraprofessionals

Marc S. Mayerson, a partner at Spriggs & Hollingsworth, assures
the Court that the firm does not represent or hold any interest
adverse to the Debtors or their estates with respect to the
matters on which it is to be employed. (Encompass Bankruptcy
News, Issue No. 6; Bankruptcy Creditors' Service, Inc., 609/392-
0900)


ENRON CORP: Smith Street Taps Holliday Fenoglio to Market Assets
----------------------------------------------------------------
Brian S. Rosen, Esq., at Weil, Gotshal & Manges LLP, in New
York, relates that in July 1999, Enron began construction of
Enron Center South at 1500 Louisiana Street in Houston, Texas,
to accommodate the rapid growth in the Debtors' Houston-based
work force.  However, during 2000 and 2001, and more so after
the Petition Date, the Debtors reduced its work force and began
to market certain assets and business units to prospective
purchasers.  In July 2002, at the suggestion of the Creditors'
Committee, and in an attempt to extend the universe of potential
bidders, the Debtors determined to retain a real estate advisor
to assist in the sale of the real personal property, furniture,
fixtures and equipment related to Enron Center South, as well as
an adjacent child day care center and parking garage.

On July 25, 2002, Mr. Rosen reports, Smith Street Land Company
engaged Holliday Fenoglio Fowler, LP to provide real estate
services and to assist in the marketing of the Assets in
accordance with the terms of their Engagement Agreement dated
July 25, 2002.  Holliday is a mortgage banking firm that offers
debt placements, equity, structured financing, property sales
and loan servicing.  Additionally, Holliday is the largest
intermediary of commercial real estate capital in the nation.
Thus, Holliday maintains access to the nation's largest
providers of capital who could provide the most competitive
terms.

On July 31, 2002, notwithstanding the then-recent retention of
Holliday, Enron, Smith Street and Enron Net Works LLC, filed a
motion to sell the Assets.  The Debtors took that course of
action to take advantage of the ever-dwindling Houston real
estate market.  Also, Mr. Rosen explains, the Debtors determined
that, by commencing the sale process, Holliday would have a
definitive period to market the Assets and assure potential
purchasers that a transition would be pursued.

Upon retention, Holliday engaged in a five-step process in the
marketing of the Assets:

    (1) pre-marketing;

    (2) marketing;

    (3) initial responses;

    (4) feedback; and

    (5) further feedback.

During the pre-marketing phase, Holliday compiled physical
information, market data, graphics and photography for
incorporation into the confidential offering memorandum.
Simultaneously, Holliday developed an initial prospect list of
over 360 potential purchasers, which, in Holliday's estimation,
represented the most capable and active domestic and offshore
investors, including REITs, institutions, opportunity funds and
private investment groups.

Thereafter, Mr. Rosen tells the Court, on July 31, 2002,
Holliday mailed out an executive summary and confidentiality
agreement to the Initial Prospect List and also distributed a
national press release announcing the sale.  To ensure
international coverage, Holliday placed an advertisement in the
national, European and Asian editions of The Wall Street
Journal.  Eventually, Holliday contacted 434 investors about the
opportunity to purchase a portion or all of the Assets.

Mr. Rosen continues that in the third phase of the marketing
process, potential investors were required to execute the
Confidentiality Agreement.  A total of 116 parties executed
them, 46 of which had expressed an interest in the Assets
directly through Enron prior to Holliday's involvement.  From
this group of interested parties, Holliday conducted 23 tours of
the Enron Center South Building with investors and Enron
representatives.

In the final phase of the marketing process, three weeks before
the September 18, 2002 bid deadline, Holliday identified 30
investors who appeared to be both interested and capable of
purchasing the Assets.  As of the Bid Deadline, Smith Street
received 10 bids for the Assets.  Holliday conducted further
feedback with the remaining investors to determine their reasons
for choosing not to submit a bid for the Assets.

Based on Holliday's understanding of the Assets, current market
conditions, building-specific factors and investor perceptions,
Holliday prepared an opinion of value for Enron Center South
commensurate with the then-current conditions and the risk
profile of the Assets.  Smith Street utilized Holliday's opinion
of value in its determination, in consultation with the
Creditors' Committee, of the highest and best offer for the
Assets during the pre-auction and auction processes.  On
October 10, 2002, Holliday provided testimony in support of the
Sale Motion and sale of the Assets to the highest and best
offeror, Intel Management & Investment Company.

Pursuant to Sections 327(a) and 328(a) of the Bankruptcy Code,
Smith Street seeks the Court's authority to employ Holliday to
perform real estate advisory services effective as of July 25,
2002 and to pay Holliday's fee without the necessity for
Holliday to file a separate fee application.

Under the terms of the Engagement Agreement, Mr. Rosen tells the
Court that Holliday agreed to market the Property until the
earlier of:

    (a) the closing of the sale of the Property; and

    (b) December 31, 2002.

In consideration thereof, Smith Street agreed to pay Holliday
compensation equal to 0.5% of the sale price for the Assets, due
upon the closing.  The sale of the Assets was $102,000,000,
resulting in a fee amounting to $510,000 for Holliday.

In addition, Holliday agreed to defend, protect, indemnify and
save Smith Street, its subsidiaries, partnerships, affiliates,
officers, directors and employees, harmless from and against all
liability, claims, costs, expenses, demands, fines, suits and
causes of action of every kind and character arising out of or
caused by:

    (i) the negligent acts or omission by Holliday or its
        employees;

   (ii) the presence of Holliday or its employees, contractors
        or agents on Smith Street premises;

  (iii) the violation of any law, rule, order or regulation by
        Holliday, its employees, contractors or agents in
        connection with the provision of service under the
        Engagement Agreement;

   (iv) Holliday's agreement with any Cooperating Broker; or

    (v) any misrepresentations made by Holliday to any Prospect,
        unless the information on which the misrepresentation
        was based on what was provided to, consented to or
        otherwise endorsed by Holliday or any of its
        representatives, including any property or asset manager
        engaged with respect to the Property.

Nancy O. Goodson, Chief Operating Officer of Holliday Fenoglio
Fowler LP, assures the Court that:

    (a) except as disclosed in her affidavit, Holliday has no
        connection with Smith Street, its creditors or other
        parties-in-interest in this case;

    (b) Holliday did and does not hold any interest adverse to
        Smith Street's estate; and

    (c) the firm is a "disinterested person" as defined within
        Section 101(14) of the Bankruptcy Code.

Moreover, Holliday is conducting ongoing reviews of its files to
ensure that no conflicts or other disqualifying circumstances
exist or arise.  Other than with its own employees, Holliday
agreed not to share with any person or firm the compensation to
be paid for professional services rendered in connection with
Smith Street's case.

Mr. Rosen contends that Holliday's employment and the payment of
compensation is warranted because:

    (a) Holliday has provided significant and valuable services
        in connection with the marketing of the Assets, the
        auction held, the hearing to approve the Sale Motion,
        and the closing of the transaction with Intel;

    (b) Holliday has completed all of the services that it was
        retained to provide;

    (c) the sale of the Assets has been consummated and the
        Debtors' estate have benefited from the services
        provided; and

    (d) but for the high sale price that was obtained for the
        Assets as a result of Holliday's assistance, it might
        have been appropriate to pay Holliday as an Ordinary
        Course Professional, especially that its customary
        compensation is a flat fee percentage instead of an
        hourly rate. (Enron Bankruptcy News, Issue No. 57;
        Bankruptcy Creditors' Service, Inc., 609/392-0900)

DebtTraders reports that Enron Corp.'s 9.875% bonds due 2003
(ENRN03USR3) are trading at about 14 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=ENRN03USR3
for real-time bond pricing.


EOTT ENERGY: Amendments to Court-Confirmed 3rd Amended Plan
-----------------------------------------------------------
Before the Court confirmed the Third Amended Plan of
Reorganization, EOTT Energy Partners, L.P., and its debtor-
affiliates made certain amendments, to read:

3.1 Administrative Claims Bar Date.  All applications or other
    requests for payment of Administrative Claims arising on or
    before the Confirmation Date must be filed with the
    Bankruptcy Court and served on the Debtors, the U. S.
    Trustee, and any Committee within 30 days after the
    Effective Date, or by an earlier deadline governing a
    particular Administrative Claim contained in an order of the
    Bankruptcy Court entered before the Confirmation Date.  Any
    Administrative Claim for which an application or request for
    payment is not filed by the deadline specified in this
    section shall be discharged and forever barred.  The
    provisions of this section shall not apply to any
    Administrative Claims arising under the Enron Settlement
    Agreement nor any Administrative Claim held by a Trade
    Partner.

3.5 Payment of Ordinary Course Liabilities.  Ordinary Course
    Liabilities shall be paid by the Debtors pursuant to the
    existing payment terms and conditions governing any
    particular Ordinary Course Liability.  Notwithstanding any
    other provision of the Plan, Administrative Tax Claims
    related to ad valorem property taxes shall be considered and
    treated as Ordinary Course Liabilities under the Plan and
    paid by the applicable Debtors.  The default provisions
    contained in section 4.2.2.1(v) of the Plan shall apply to
    Administrative Tax Claims related to ad valorem property
    taxes.  Each holder of an Administrative Tax Claim related
    to ad valorem property taxes shall retain any Liens securing
    such Claim until it is satisfied in full pursuant to this
    section.

4.2.2.1 Cash Payments.  The Consolidated Debtors may elect to
    satisfy an Allowed Secured Tax Claim or Class 2.1H Allowed
    Indemnifiable Secured Tax Claim through Cash payments in
    accordance with the following payment terms and conditions:

      (i) Principal: The amount of the Allowed Secured Tax Claim
          or Class 2.1H Allowed Indemnifiable Secured Tax Claim;

     (ii) Interest: 6% per annum from the Effective Date until
          the Claim is fully paid;

    (iii) Maturity: Six years after the date the Allowed Secured
          Tax Claim or Class 2.1H Allowed Indemnifiable Secured
          Tax Claim was originally assessed;

     (iv) Payment Terms: Consecutive equal quarterly
          installments of principal and interest in the amount
          necessary to amortize the principal over the period
          from the Effective Date through the date of maturity
          of the particular Allowed Secured Tax Claim or Class
          2.1H Allowed Indemnifiable Secured Tax Claim, together
          with interest.  Payments shall commence on the 90th
          day after the Effective Date and shall continue
          quarterly thereafter until the maturity date.  The
          Consolidated Debtors may prepay, in whole or in part,
          any Allowed Secured Tax Claim or Class 2.1H Allowed
          Indemnifiable Secured Tax Claim at any time without
          penalty;

      (v) Default: A default shall occur under this section if a
          scheduled payment of an Allowed Secured Tax Claim or
          Class 2.1H Allowed Indemnifiable Secured Tax Claim is
          not timely made in accordance with this section.  In
          the event of such a default, the holder of an Allowed
          Secured Tax Claim or Class 2.1H Allowed Indemnifiable
          Secured Tax Claim shall send written notice of default
          to the parties listed in section 16.2 of the Plan.  If
          the default is not cured within ten (10) days after
          notice of default is received by the Debtors, the
          taxing authority shall be entitled to proceed with the
          enforcement of state law remedies for the collection
          of its Allowed Secured Tax Claim or Class 2.1H Allowed
          Indemnifiable Secured Tax Claim, subject to the
          limitations contained in Bankruptcy Code Section
          506(b).  The default provisions in this section shall
          be in lieu of the default provisions contained in
          Article 11 of the Plan; and

     (vi) Bankruptcy Code Section 506(b): To the extent
          permitted under Bankruptcy Code section 506(b), each
          Allowed Secured Tax Claim or Class 2.1H Allowed
          Indemnifiable Secured Tax Claim shall accrue interest
          at the rate of 6% per annum during the period from the
          Petition Date until the Effective Date.

5.1 Assumption and Rejection.  All Executory Contracts except
    those identified on the Rejection Schedule shall be assumed
    by the Debtors as of the Effective Date.  The Debtors shall
    have the right to amend or otherwise modify the Rejection
    Schedule at any time on or before five (5) days before the
    Confirmation Hearing Date, and shall serve such amended
    Rejection Schedule only on those parties affected by the
    amendment or modification.  Except as otherwise provided for
    in section 5.2 of the Plan, all Executory Contracts
    identified on the Rejection Schedule shall be rejected as of
    the Confirmation Date, unless such Executory Contracts have
    been previously rejected pursuant to an order of the
    Bankruptcy Court.

5.2 Approval of Assumption or Rejection.  Entry of the
    Confirmation Order shall constitute the approval, under
    Bankruptcy Code section 365(a), of (i) the rejection of the
    Executory Contracts identified in accordance with
    section 5.1 of the Plan as of the Confirmation Date and (ii)
    the assumption of all other Executory Contracts as of the
    Effective Date.

5.4 "Cure" Payments with Regard to Assumed Executory Contracts
    or Unexpired Leases.  Any "cure" amounts that the Debtors
    believe are associated with Executory Contracts or Unexpired
    Leases proposed to be assumed pursuant to this Plan will be
    set forth in the "Cure Payment Notice" to be filed and
    served at the same time as the Rejection Schedule.  The
    Debtors shall have the right to amend or otherwise modify
    the Cure Payment Notice at any time on or before five days
    before the Confirmation Hearing Date, and shall serve such
    amended Cure Payment Notice only on those parties affected
    by the amendment or modification.  The "cure" amounts will
    be paid by the Debtors in cash in full on the Effective
    Date, or as soon as practicable thereafter, to the
    respective parties owed such amounts, in accordance with
    Section 365(b)(1) of the Bankruptcy Code, except that in the
    event of a dispute regarding the amount of any "cure"
    payments, the "cure" payments required by Section 365(b)(1)
    of the Bankruptcy Code shall be made by the Debtors only
    after the entry of a Final Order of the Bankruptcy Court
    resolving the dispute or after the parties have otherwise
    reached agreements.

5.5.1 Deadline for Parties Listed on Original Cure Payment
    Notice.  If a party disputes the "cure" amount set forth in
    the Cure Payment Notice or if a party otherwise objects to
    assumption pursuant to Section 365(b)(1) of the Bankruptcy
    Code and pursuant to the Plan, then the affected party(ies)
    to the Executory Contract or Unexpired Lease should file a
    written objection and serve it on the Debtors' counsel,
    which objection shall be filed and served so as to be
    received at least two days prior to the Confirmation
    Hearing. A party's failure to file and serve such an
    objection at least two days prior to the Confirmation
    Hearing will be deemed a waiver of any objection to
    assumption or to the cure" amounts set forth in the Cure
    Payment Notice, and the Debtors will present a confirmation
    order at the Confirmation Hearing that will provide for
    approval of the assumption and The "cure" amounts, as set
    forth in the Cure Payment Notice, which order will be
    binding on parties in interest receiving the Cure Payment
    Notice.

5.5.2 Deadline for Parties Affected by the Amended Cure Payment
    Notice.  If a party listed on the Amended Cure Payment
    Notice who was not listed on the original Cure Payment
    Notice disputes the "cure" amount set forth in the Amended
    Cure Payment Notice or if such party otherwise objects to
    assumption pursuant to Section 365(b)(1) of the Bankruptcy
    Code and pursuant to the Plan, then the affected party(ies)
    to the Executory Contract or Unexpired Lease should file a
    written objection and serve it on the Debtors' counsel,
    which objection shall be filed and served so as to be
    received no later than 10 days after service of the Amended
    Cure Payment Notice.  A party's failure to file and serve
    such an objection within 10 days after service will be
    deemed a waiver of any objection to assumption or to the
    "cure" amounts set forth in the Amended Cure Payment Notice,
    and the Debtors will present an order to the Bankruptcy
    Court that will provide for approval of the assumption and
    the "cure" amounts, as set forth in the Amended Cure Payment
    Notice, which order will be binding on parties in interest
    receiving the Amended Cure Payment Notice.

6.2.2 Discharge of Senior Note Indenture and Cancellation of
    Senior Notes.  On the Effective Date, the Senior Note
    Indenture shall be terminated and canceled and rendered of
    no further force and effect; provided, however, that the
    cancellation of the Senior Note Indenture shall not impair
    the rights of the beneficial holders of Senior Notes
    under the Plan nor the lien and priority rights of the Old
    Indenture Trustee under the Senior Note Indenture.  The
    Senior Note Indenture shall continue in effect to the extent
    necessary (a) for the Old Indenture Trustee to receive and
    make Distributions of the New Notes and New LLC Units to the
    holders of Senior Notes pursuant to the terms of the Senior
    Note Indenture and (b) to maintain the validity of the
    charging lien granted to the Old Indenture Trustee under
    sections 7.06, 7.09, and 7.10 of the Senior Note Indenture.
    Any actions taken by the Old Indenture Trustee that are not
    Authorized by the Plan shall be null and void.  On the
    Effective Date, the Senior Notes shall be canceled and shall
    be null and void, and the Senior Notes shall evidence no
    rights, except the right to receive Distributions under the
    Plan.  All canceled Senior Notes held by the Old Indenture
    Trustee shall be disposed of in accordance with the
    Customary procedures under the Senior Note Indenture, unless
    the Debtors request the Old Indenture Trustee to return the
    canceled Senior Notes to the Debtors.

6.2.3 Execution of New Indenture and Issuance of New Notes.  On
    the Effective Date, EOTT Energy LLC will take all necessary
    action to (i) execute the New Indenture and (ii) issue,
    distribute, and transfer the New Notes to the New Indenture
    Trustee and the Debtors' designee, as applicable, for prompt
    Subsequent distribution to the holders of Class 5 Allowed
    General Unsecured Claims and Class 5.1H Allowed
    Indemnifiable General Unsecured Claims in accordance with
    the terms of the Plan. (EOTT Energy Bankruptcy News, Issue
    No. 11; Bankruptcy Creditors' Service, Inc., 609/392-0900)

EOTT Energy Partners' 11% bonds due 2009 (EOT09USR1) are trading
at about 45 cents-on-the-dollar, DebtTraders reports. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=EOT09USR1for
real-time bond pricing.


EPICOR SOFTWARE: Raises $5.7-Million from Private Placement Deal
----------------------------------------------------------------
On February 13, 2003, Epicor Software Corporation completed a
private placement of 300,000 shares of newly created Series D
Preferred Stock resulting in gross proceeds to the Company of
$5,730,000.00 The Company sold the shares, each of which is
currently convertible into 10 shares of the Company's common
stock, to funds affiliated with Trident Capital, a venture
capital firm, pursuant to a Series D Preferred Stock Purchase
Agreement dated February 11, 2003 between the Company and the
Trident funds.

Epicor is a leading provider of integrated enterprise software
solutions for midmarket companies around the world.  Founded in
1984, Epicor has over 15,000 customers and delivers end-to-end,
industry-specific solutions that enable companies to immediately
improve business operations and build competitive advantage in
today's Internet economy.  Epicor's comprehensive suite of
integrated software solutions for Customer Relationship
Management, Financials, Manufacturing, Supply Chain Management,
Professional Services Automation and Collaborative Commerce
provide the scalability and flexibility to support long-term
growth.  Epicor's solutions are complemented by a full range of
services, providing single point of accountability to promote
rapid return on investment and low total cost of ownership, now
and in the future. Epicor is headquartered in Irvine, California
and has offices and affiliates around the world.  For more
information, visit the company's Web site at
http://www.epicor.com

Epicor Software's December 31, 2002 balance sheet shows that
total current liabilities exceeded total current assets by about
$12 million, while net shareholders' equity has shrunk to about
$4 million, from about $7 million as recorded in the year-ago
period.


EXIDE TECHNOLOGIES: Wisconsin Board Reports 19.49% Equity Stake
---------------------------------------------------------------
The State of Wisconsin Investment Board, a government agency in
Madison, Wisconsin that manages public pension funds, discloses
in a regulatory filing dated February 14, 2003 with the
Securities and Exchange Commission that it holds a 19.49% equity
stake in Exide Technologies, Inc.

Jean Ledford, Chief Investment Officer for Public Equities of
the Investment Board, reports that the Board beneficially owns
5,335,000 shares of Exide with sole voting and dispositive
power. (Exide Bankruptcy News, Issue No. 18 Bankruptcy
Creditors' Service, Inc., 609/392-0900)


FISHER SCIENTIFIC: Redeeming $400-Mill. of 9 % Senior Sub. Notes
----------------------------------------------------------------
Fisher Scientific International Inc., (NYSE:FSH) has issued a
redemption notice for the remaining $400 million of its 9
percent senior subordinated notes due 2008 at a redemption price
of $104.50 plus accrued interest until the redemption date. The
redemption will be funded with the proceeds of its senior
secured credit facility completed two weeks ago. Fisher expects
the redemption to be completed by March 21.

Earlier this month, the company redeemed $200 million of its 9
percent senior subordinated notes with the proceeds of its
recently completed $200 million senior subordinated notes
offering due in 2012.

As the world leader in serving science, Fisher Scientific
International Inc., (NYSE:FSH) offers more than 600,000 products
and services to more than 350,000 customers located in
approximately 145 countries. As a result of its broad product
offering, electronic-commerce capabilities and integrated global
logistics network, Fisher serves as a one-stop source of
products, services and global solutions for its customers. The
company's primary target markets are life science, clinical
laboratory and industrial-safety supply. Additional information
about Fisher is available on the company's Web site at
http://www.fisherscientific.com

As reported in Troubled Company Reporter's December 23, 2002
edition, Standard & Poor's placed its ratings on Fisher
Scientific International Inc., on CreditWatch with positive
implications. The ratings action reflects Fisher's strong
performance in a difficult market environment and the expected
benefits of a planned refinancing.

The company's total debt outstanding is $900 million.

Standard & Poor's estimates that a proposed refinancing of high-
cost debt issued to finance the company's 1998 leveraged buyout
should save at least $10 million of interest expense annually.
If the refinancing is completed as anticipated in early 2003,
Standard & Poor's expects to raise the corporate credit and
senior debt ratings to 'BB' from 'BB-' and subordinated debt
ratings to 'B+' from 'B'.


FOAMEX INT'L: Kennedy Capital Mgt. Discloses 9.2% Equity Stake
--------------------------------------------------------------
Kennedy Capital Management, Inc., a Missouri corporation,
beneficially owns 2,232,700 shares of the common stock of Foamex
International, Inc., representing 9.2% of the outstanding common
stock of the Company.  Kennedy Capital holds sole powers, both
of voting, or directing the vote of, and disposing of, or
directing the disposition of, the entire 2,292,800 shares.

Foamex, headquartered in Linwood, PA, is the world's leading
producer of comfort cushioning for bedding, furniture, carpet
cushion and automotive markets. The Company also manufactures
high-performance polymers for diverse applications in the
industrial, aerospace, defense, electronics and computer
industries as well as filtration and acoustical applications for
the home. For more information visit the Foamex Web site at
http://www.foamex.com

At September 29, 2002, Foamex's balance sheet shows a total
shareholders' equity deficit of about $157 million, as compared
to a deficit of about $181 million at December 31, 2001.


GENESEE CORP: Suspends Proposed Reverse Stock Split Indefinitely
----------------------------------------------------------------
Genesee Corporation (Nasdaq: GENBB) has indefinitely suspended
the proposal that was described in the preliminary proxy
statement that the Corporation filed with the Securities and
Exchange Commission on December 24, 2002, for a 1 for 500
reverse split of the Corporation's Class A and Class B common
stock.

The Corporation also announced that its Board of Directors has
declared a partial liquidating distribution of $2.50 per share,
payable on March 17, 2003 to Class A and Class B shareholders of
record on March 10, 2003. The partial liquidating distribution
announced today is the sixth paid by the Corporation pursuant to
the plan of liquidation and dissolution approved by the
Corporation's shareholders in October 2000 and brings the total
of liquidating distributions paid to date to $60.3 million.
Distributions totaling $33.50 per share were paid to
shareholders on March 1, 2001, November 1, 2001, May 17, 2002,
August 26, 2002 and October 11, 2002.

Taking into account the $2.50 per share liquidating distribution
payable March 17, 2003, the Corporation updated its estimate of
net assets in liquidation to $11.0 million, or $6.60 per share,
compared to net assets in liquidation at October 26, 2002 of
$15.2 million, or $9.10 per share.


GLOBAL CROSSING: Court Clears Alcatel Settlement Agreement
----------------------------------------------------------
Global Crossing Ltd., and its debtor-affiliates obtained the
Court's approval of a Settlement Agreement entered into by the
Debtors with Alcatel USA, Inc. and Alcatel USA Marketing, Inc.,
to resolve their claims disputes and issues between the parties.

Pursuant to the Settlement Agreement, the parties agreed to:

  -- modify and restate the Agreement and assume it as restated;

  -- provide for a schedule of payments to be made by the
     Debtors to Alcatel;

  -- provide for the final resolution of all disputes, claims,
     and issues arising from or relating to the Agreement and
     Alcatel's relationship with the Debtors;

  -- the provision by Alcatel of a warranty on the Equipment for
     12 months from the Settlement Effective Date;

  -- the transfer of title of the Equipment to the Debtors;

  -- the granting of the Software License to the Debtors; and

  -- the assumption by the Debtors of the Agreement as amended
     by the Settlement Agreement.

In addition, the Debtors agreed to these payments:

  -- $3,000,000 to be paid by Global Crossing North America,
     Inc. to Alcatel Marketing within five business days of the
     Settlement Effective Date; and

  -- $1,000,000 to be paid by GCNA to Alcatel Marketing on the
     Emergence Date.

The salient terms of the Settlement Agreement are:

  A. Global Crossing Parties: Global Crossing Ltd. and all of
     its subsidiaries and affiliates, excluding Asia Global
     Crossing Ltd. and its direct subsidiaries;

  B. AUSA Entities: Alcatel USA and Alcatel Marketing, on behalf
     of its direct and indirect subsidiaries;

  C. Initial Payment: GCNA to pay $3,000,000 to Alcatel
     Marketing within five business days of the Settlement
     Effective Date;

  D. Emergence Payment: GCNA to pay $1,000,000 to Alcatel
     Marketing on the Emergence Date;

  E. Total Cash Consideration: The Initial Payment and the
     Emergence Payment are in full and final settlement of all
     amounts due or to come due under the Agreement and any
     other project, purchase order, agreement or understanding
     arising from or related to the Agreement, except for those
     agreements entered into between any Alcatel Entity or any
     GX Entity subsequent to the Petition Date;

  F. Warranties: Alcatel warrants the Equipment for a period of
     12 months from the Settlement Effective Date;

  G. Software Licenses: For all software used in conjunction
     with the Equipment, Alcatel grants the Debtors a perpetual,
     royalty-free license;

  H. Indemnity: Alcatel will indemnify the Debtors against any
     claim, action or proceeding brought against the Debtors
     based on a substantive allegation that any Equipment
     infringes any patent, copyright, trade secret or other
     intellectual property right of any third party;

  I. Title: Subject to, and consistent with, the terms and
     conditions of the Settlement Agreement, to the extent not
     previously transferred, Alcatel will take all actions
     required under the Agreement and applicable law to
     effectuate title transfer to the appropriate GX Entity for
     all equipment delivered or otherwise transferred by Alcatel
     to the GX Entities free and clear of liens, claims and
     encumbrances;

  J. Releases: Both parties agree to certain releases with
     respect to the other party and its officers, employees,
     shareholders, agents, representatives, attorneys,
     successors and assigns;

  K. Modifications to Agreement: On and as of the Settlement
     Effective Date, the Agreement is amended and modified and
     is deemed to be restated in its entirety and in effect
     immediately prior to the Settlement Effective Date;

  L. Assumption of Agreement: The Debtors will assume the
     Agreement effective on the Emergence Date;

  M. Assignment of Alcatel Agreements: The Debtors will be
     permitted to assign the Agreement and Alcatel waives any
     right under Section 365 of the Bankruptcy Code with respect
     thereto, except that if the Debtors seek to assign the
     Agreement to a competitor of Alcatel, Alcatel is entitled
     to request from the competitor reasonable confidentiality
     and appropriate restrictions on the use of source code,
     trade secrets and intellectual property rights as a
     condition to assignment; and

  M. Expiration of IXNet Agreement: The parties acknowledge that
     the Network Support Services Agreement dated November 1,
     1999, as amended, between Alcatel Marketing and IXNet
     Inc. has expired by its terms prior to the entry of the
     Settlement Agreement.  Notwithstanding, any warranties or
     other obligations intended to survive the expiration of the
     IXNet Agreement will in no way be released by the
     Settlement Agreement.

Pursuant to the Settlement Agreement, the Debtors receive the
Warranty, the Software License, clear title to the Equipment,
and release from AUSA of any and all claims against the Debtors,
all at a cost substantially less than that which the Debtors
would incur if they assumed the Agreement without the benefit of
the Settlement Agreement.  In addition, the Settlement Agreement
allows the Debtors to maintain a positive, ongoing relationship
with Alcatel.  This relationship is very important to the
Debtors given the critical nature of  the Equipment supplied by
Alcatel and embedded in the North American portion of the
Network.

In addition, the Settlement Agreement:

    -- permits the Debtors to stabilize their business by
       preserving the integrity of the Network's transmission
       capabilities;

    -- provides for a substantial reduction in aggregate cure
       costs; and

    -- lays the foundation for cooperative relationships with
       Alcatel on a going forward basis.

Alcatel USA, Inc. and Alcatel USA Marketing, Inc., along with
its direct and indirect subsidiaries supply telecommunications
equipment vital to the operation of the North American portion
of the Global Crossing Debtors' worldwide fiber-optic
telecommunications network.  Specifically, Alcatel supplies the
GX Debtors with Megahub 600E Tandem Switch products along the
North American portion of the Network and provides maintenance
of the Equipment.  The Equipment (i) receive incoming voice and
other telecommunications data, (ii) determine the destination of
data, and, (iii) based on the destination of the data, determine
the destination path of the data information.

Pursuant to that certain letter agreement dated September 20,
2000 entered into by and between Global Crossing Development Co.
and Alcatel Marketing, GC Development agreed to purchase the
related equipment, subject to certain terms and conditions.
(Global Crossing Bankruptcy News, Issue No. 33; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


GLOBALSTAR LP: Secures Interim Approval to Obtain DIP Financing
---------------------------------------------------------------
Globalstar, L.P., announced that its debtor-in-possession (DIP)
financing motion, filed the other week with the U.S. Bankruptcy
Court in Delaware, was granted on an interim basis by the court
on February 20. The court also granted the company's motion to
establish a process for soliciting and evaluating final
investment proposals from potential outside investors.

An overview of the DIP financing package may be found in the
company's press announcement issued on February 17. Under
Thursday's order, the Court authorized Globalstar to borrow up
to $4 million on an interim basis, with a final hearing to
consider the entire $10 million DIP facility on March 6.

As part of the approved bidding procedures, investors must
qualify by March 7, with investment proposals due to be
submitted by March 21. The company expects to announce its
selection of the winning bidder on or about April 2 and to seek
court approval of its selection on April 9.

Globalstar is a provider of global mobile satellite
telecommunications services, offering both voice and data
services from virtually anywhere in over 100 countries around
the world. For more information, visit Globalstar's Web site at
http://www.globalstar.com


HILTON HOTELS: CNL Partnership Acquires Five Additional Hotels
--------------------------------------------------------------
Hilton Hotels Corporation (NYSE:HLT) announced that the Hilton-
CNL partnership it formed with CNL Hospitality Properties, Inc.,
in December 2002 has completed the purchase of five additional
hotels. The five properties are: the 437-room Hilton Rye Town in
Rye Brook, New York; the 630-room Doubletree Crystal City and
267-suite Embassy Suites Crystal City both in Arlington,
Virginia; the 257-suite Embassy Suites Santa Clara in Santa
Clara, California and the 174-suite Embassy Suites Orlando
Airport in Orlando, Florida. All five properties will retain
their current branding and will be managed by Hilton Hotels
Corporation or a 100% owned affiliate of Hilton.

Hilton contributed the Hilton Rye Town and CNL contributed the
Doubletree Crystal City to the partnership. The partnership
purchased all three Embassy Suites properties from Strategic
Hotel Capital. Total consideration for all five hotels is
approximately $249 million. The partnership financed a portion
of the purchase price with a $145 million, 7-year first mortgage
loan at a fixed rate of 5.95%.

On December 24, 2002, the Hilton-CNL partnership acquired the
500-room Doubletree at Lincoln Centre in Dallas, Texas and the
428-room Sheraton El Conquistador Resort and Country Club in
Tucson, Arizona for a total consideration of approximately $121
million. The Tucson property has been converted to the Hilton
brand, and the Dallas property is in the process of being
converted to a Hilton.

Including anticipated refurbishment costs, the total
capitalization of the partnership -- including all seven hotels
-- is estimated at approximately $402 million. Hilton will
generate net proceeds of approximately $30 million from the
entire transaction, based on Hilton's investment in the
partnership, contribution of the Hilton Rye Town to the
partnership, and proceeds received from the acquisition
financing. Hilton will use the $30 million net proceeds to
reduce debt.

CNL, one of the lodging industry's top acquirers of hotels, owns
a majority interest in the partnership. Hilton, one of the
world's leading hotel owners and operators, will operate all
seven hotels under long-term management agreements and retain a
minority interest in the partnership.

"We are delighted to have completed this transaction with CNL,"
said Matthew J. Hart, executive vice president and chief
financial officer of Hilton Hotels Corporation. "This
transaction allows us to secure seven attractive long-term
management contracts, increase our income from management fees,
reduce our debt and expand our relationship with CNL. That's a
home run in this environment."

Hilton Hotels Corporation is recognized internationally as a
preeminent hospitality company. The company develops, owns,
manages or franchises more than 2,000 hotels, resorts and
vacation ownership properties. Its properties include many of
the world's best known and most highly regarded hotel brands
including Hilton(R), Conrad(TM), Doubletree(R), Embassy Suites
Hotels(R), Hampton Inn(R), Hampton Inn & Suites(R), Hilton
Garden Inn(R), Hilton Grand Vacations Company(R) and Homewood
Suites by Hilton(R).

As reported in Troubled Company Reporter's November 26, 2002
edition, Fitch Ratings assigned a 'BB+' rating to both Hilton
Hotels Corporation's (NYSE: HLT) $375 million 10-year senior
unsecured notes due December 2012 as well as Hilton's proposed
$150 million 364 day revolving credit facility. The notes and
the bank facility will rank pari passu with Hilton's existing
senior unsecured debt. Ratings remain on Negative Outlook due to
the continuing negative trend in industry revenues.

Ratings on Hilton Hotels reflect the company's strong business
franchise and well-known brand names, customer loyalty program
and good product and geographic distribution. The impact of
September 11 and weak economic conditions have resulted in a
severe deterioration in industry revenues per available room,
and year-over-year comparison continues to decline. Hilton has
endured greater declines in revenues per available room than the
industry average due to its high concentration of urban
properties. Hilton's EBITDA continues to trend negatively,
however, impressive cost reductions have allowed the company to
avoid a deterioration in its balance sheet despite the severe
stress inflicted on the travel industry following September 11,
2001. Also, Hilton continues to gain industry share. Although
recovery in this industry has been slower than expected,
favorable supply conditions resulting from dramatically reduced
hotel construction bode well for room rates in a future
recovery, as do cost reduction measures taken in this weak
environment.


HOUGHTON MIFFLIN: Fitch Assigns Low-B Initial Ratings
-----------------------------------------------------
Fitch Ratings has initiated coverage on Houghton Mifflin Co.,
and assigned a 'BB-' rating to its existing senior secured debt
and the new $325 million senior secured revolving credit
facility expiring December 30, 2008. Simultaneously, Fitch
Ratings assigned a 'B' rating to the existing senior unsecured
debt and the new privately-placed $600 million 8.25% senior
unsecured notes due 2011 and a 'B-' rating to the new privately-
placed $400 million 9.875% senior subordinated notes due 2013.
The Rating Outlook is Stable.

Proceeds from these new debt issuances refinanced debt used to
fund the acquisition of Houghton Mifflin. In December 2002,
three investment firms, Thomas H. Lee, Bain Capital, and The
Blackstone Group, completed their acquisition of Houghton
Mifflin for $1.3 billion in cash and $380 million in assumed
debt. In conjunction with the acquisition, the investment firms
contributed approximately $615 million of equity to the purchase
price.

Fitch's ratings reflect the company's high debt balance relative
to cash flow, modest cash flow coverage ratio, significant
working capital requirements, as well as smaller size and
overall weaker credit metrics compared to the other three major
U.S. educational publishers. The ratings recognize Houghton
Mifflin's prominent franchise in educational publishing
benefiting from its well-developed, long-standing customer
relationships and highly-regarded brand names. U.S. elementary-
high school publishing represents the largest component of the
company's business at approximately 55% of revenues and 65% of
EBITDA adding back plate amortization. The company's other
operating segments include college publishing, assessment
services and trade and reference books.

While the company's basal programs are relatively more
concentrated in key subject areas, Fitch considers Houghton
Mifflin's leading 2002 adoption market shares in elementary
Reading, English and Spelling as well as sixth grade to 12th
grade Math and World Languages as positive rating factors.
Demographic trends for these markets are generally favorable.
While the funding environment at the state level is constrained
by the prolonged economic slowdown, the el-hi industry should
benefit from increased federal funding associated with the No
Child Left Behind Act.

Pro forma for the debt issuances, Fitch estimated total debt
(including anticipated peak revolving borrowings associated with
seasonal working capital needs) to EBITDA less plate
amortization to be in the low-to-mid 6 times range at year-end
2002. On a total senior debt basis, the leverage ratio improved
to the low 4 times range and on a senior secured basis to the
low one times range. Pro forma EBITDA less plate amortization to
interest coverage is estimated at approximately 2.0x. Due to
sustained state budgetary constraints, continued softness built
into the 2003 adoption schedule offset by increased funding
under the NCLB Act, rising pension expense, and high investment
in programs, Fitch does not anticipate significant improvement
in leverage or coverage ratios over the near term.

The Stable Rating Outlook is supported by nominal debt
amortization in the intermediate term and the relatively
predictable nature of el-hi spending in the long-term.


INACOM CORP: Court to Consider Disclosure Statement on March 25
---------------------------------------------------------------
On January 31, 2003, Inacom Corporation and certain of its
subsidiaries filed a Joint Plan of Liquidation pursuant to
Chapter 11 of the United States Bankruptcy Code and a Disclosure
Statement pursuant to Section 1125 of the Bankruptcy Code with
respect to Joint Plan of Liquidation in their Chapter 11
proceedings before the United States Bankruptcy Court for the
District of Delaware.  The filing was made pursuant to a motion
by the Company and its affiliated debtors in possession for the
Bankruptcy Court to approve the procedures for the solicitation
of votes on the Plan.

Under the Plan, Inacom would liquidate its remaining assets and
distribute the net proceeds thereof to its creditors. In
addition, under the Plan all shares of the Company's common
stock, and all other equity securities of Inacom, are to be
cancelled. No distribution to the shareholders or other equity
security holders of the Company is expected.

A hearing on the Company's motion to approve the solicitation
procedures is expected to take place before the Bankruptcy Court
at 9:30 a.m. (EST) on March 25, 2003. At this hearing, the
Bankruptcy Court will also consider the approval of the
Disclosure Statement.

Bankruptcy law does not permit solicitation of acceptances of
the Plan until the Bankruptcy Court approves the Disclosure
Statement.

Inacom is a single-source provider of information technology
services and products designed to enhance the productivity of
information systems primarily for Fortune 1000 clients. The
Company offers a comprehensive range of services to manage the
entire technology life cycle including: technology planning;
technology procurement; technology integration; technology
support; and technology management. InaCom sells its services
and products through a marketing network of approximately 90
business centers owned by the Company throughout the United
States that focus on serving large corporations. The Company has
international locations in Central America, South America, and
Mexico and international affiliations in Europe, Asia, the
Caribbean, Middle East, Africa, and Canada.

The Company filed for bankruptcy protection on June 16, 2000
(Case No. 00-02426). Laura Davis Jones, Esq., and Christopher
James Lhulier, Esq., at Pachulski, Stang, Ziehl Young Jones &
Weintraub PC, represent the Debtor in this proceeding.


INSIDERSTREET.COM: Weinberg & Company Airs Going Concern Doubt
--------------------------------------------------------------
In July 2000, InsiderStreet.com Inc. acquired all of the issued
and outstanding shares of common stock of EbizStreet.com.
EbizStreet was a holding company for AMS Systems, Inc. and
HardwareStreet.com. InsiderStreet.com made the acquisition to
focus its objective of pursuing HardwareStreet's Internet based
business which would be supported by a traditional sales force.
AMS is a reseller of information technology products and a
reseller of hardware plus systems support and service to large
corporations and municipalities. Soon after acquiring AMS, its
president, Richard McClearn assumed operational responsibilities
for InsiderStreet.com. InsiderStreet.com was not successful in
implementing its Internet based operations through
HardwareStreet. In January 2001, changing market conditions,
significant debt and the inability to integrate its operations
required HardwareStreet.com in to file for Chapter 7 bankruptcy
protection and its assets were liquidated.

As a result of the foregoing transactions, a review of current
market conditions and the strengths of InsiderStreet.com's
overall operations, it was determined that the Company would
implement steps to close its other operating subsidiaries and
focus exclusively on hardware, software and systems sales
through its AMS subsidiary.

InsiderStreet.com Inc., currently devotes all of its attention
to the operations of AMS. It believes that corporate value can
be best enhanced by concentrating in one business segment, and a
segment that its management has been involved with for a period
of time.

Founded in January 1991, AMS Systems Inc. provides direct
solutions based sales of hardware, software and integration,
from basic workstations to complex networks as well as
maintenance services and upgrades of existing computer
equipment.

AMS markets informtion technology products and services to
commercial accounts, federal, state and local government
entities, educational institutions as well as entities in the
health care industry located primarily in the Maryland, Virginia
and District of Columbia. The Company sells a broad range of
microcomputer products, including hardware and peripherals,
software, networking/communication products and accessories
through knowledgeable sales account managers and technicians.
AMS offers over 100,000 products pulling from the top hardware
and software distributors in the United States. AMS Systems,
Inc. is an authorized provider of sales and services of more
than fifty of the top manufacturers including IBM, Compaq,
Intel, Hewlett Packard, Cisco, 3Com, Dell and Microsoft as well
as third party software vendors such as Ecora, Surf Control and
Omtools.

AMS Systems' clients include companies such as Thompson
Financial, Aspen Systems, Litronics and Optimum Fiber, Federal
agencies including ATF, NOAA, Goddard Space Center, and Fannie
Mae, state and local governments such as the City of Baltimore,
the State of Maryland, the State of Virginia and the District of
Columbia, and educational institutions such as University of
Maryland, John Hopkins and the Baltimore Public School district
as well as the City of Baltimore.

AMS generated approximately $14,850,000 in gross sales in 2002.
Its income from operations during 2002 was $51,042.

Net revenue for fiscal year October 31, 2002 was $14,854,896
consisting of $8,295,029 in hardware, $3,598,896 in services and
the remainder in software, peripherals and miscellaneous items.
Gross profit was $2,229,709, or approximately 15%. Selling,
general and administrative expenses totaled $2,158,633 and the
net income from operations was $51,042. This compares to net
revenue of $8,298,618 for the fiscal year ended October 31,
2001. Gross profit was $1,483,094, or approximately 18%, with a
loss from operations during the prior period of $270,090.
Selling, general and administrative expenses totaled $1,749,676
for the period. The increase in sales was directly related to
sales per the contracts with the State of Maryland and the
Baltimore Public School System that began shipments in May 2002.
The loss was reduced by growth of revenue and the increased
amount of gross profit generated. The Company's gross profit
decreased as the contracts came online and should remain
reasonably static during the term of the contracts. An increase
in personnel to handle the increased sales caused the increase
in selling, general and administrative expense.
InsiderStreet.com had net income from operations and a net loss
after it realized the impairment from its marketable securities.

Interest expense totaled $41,462 for the year compared to
$86,753 in fiscal year 2001. The payoff of the Company's line of
credit to one vendor and the reduction of interest to 2% per
annum by another vendor caused the reduction.

The Company recorded a loss of $25,748 for fiscal 2002 compared
to a net income of $119,326 for fiscal 2001. It recorded a gain
of $20,250 on the settlement of debt in fiscal 2002. The profit
in fiscal 2001 was created by the loss on discontinuation of its
subsidiaries totaling a loss of 2,572,170 and a gain from the
extinguishment of HardwareStreet debt in the amount of
$2,478,873 and a gain of $569,893 as a result of itsttlement
with a computer manufacturer.

Management believes that the success of the Company's future
operations lies with the successful growth of AMS Systems. The
Company will continue to use the Internet as a supplemental tool
to expand traditional sales lines and not as an independent
business.

Notwithstanding its business model, the ability to continue
operations will be dependent upon an infusion of capital in the
form of debt or equity. There are no current commitments by any
third party to provide this funding nor can there be any
assurance that InsiderStreet.com will be able to locate a
funding source on commercially reasonable terms.

As of October 31, 2002 the Company had cash of $561,364, net
accounts receivable of $1,396,803 and total current assets of
$2,466,156. It has property, plant and equipment (net of
depreciation) of $37,865 and $13,364 net in investment
securities, which consist of equity securities received from its
former clients.

Current liabilities total $2,672,662 which consist of accounts
payable and accrued expenses in the amount of $2,002,157,
interest payable in the amount of $8,326, lines of credit in the
amount of $4,868 and current notes payable of $611,603 and long
term notes of $681,195.

Weinberg & Company, P.A., of Boca Raton, Florida, in their
February 6, 2003 Auditors Report to InsiderStreet.com's Board of
Diirectors stated:  "[T]he Company has continuing operating
losses, a working capital deficiency of $206,506 and a
stockholders' deficiency of $693,919 at October 31, 2002. These
conditions raise substantial doubt about its ability to continue
as a going concern."


INTERLIANT: Signs-Up Urbach Kahn as Certified Public Accountants
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
gave its stamp of approval to Interliant, Inc., and its debtor-
affiliates' application to hire Urbach Kahn & Werlin LLP as
their independent certified public accountants, nunc pro tunc to
January 8, 2003.

The Debtors anticipate that Urbach Kahn will:

     (a) audit of the Debtors' financial statements in
         accordance with auditing standards generally accepted
         in the United States of America for the year ended
         December 31, 2002;

     (b) review the amended 10QA for the quarter ended September
         30, 2002;

     (c) review the Debtors' 10K for the year ended December 31,
         2002; and

     (d) provide the Debtors with appropriate advice on the
         application of current accounting principles.

John E. Wolfgang, Managing Partner of Urbach Kahn discloses that
Urbach Kahn's fees will average $200 per hour.  The Firm
estimates that its fees will range between $110,000 and $125,000
for these services.

Interliant, Inc., is a provider of Web site and application
hosting, consulting services, and programming and hardware
design to support the information technologies infrastructure of
its customers. The Company filed for chapter 11 protection on
August 5, 2002 (Bankr. S.D.N.Y. Case No. 02-23150). Cathy
Hershcopf, Esq., and James A. Beldner, Esq., at Kronish Lieb
Weiner & Hellman, LLP represent the Debtors in their
restructuring efforts. When the Company filed for protection
from its creditors, it listed $69,785,979 in assets and
$151,121,417 in debts.


INVENTRONICS LTD: Reports $7 Million Net Loss for Full-Year 2002
----------------------------------------------------------------
Inventronics Limited (IVT:TSX), a designer and manufacturer of
custom enclosures for the communications, electronics and other
industries in North America, announced its 2002 financial
results.

For the year ended December 31, 2002, Inventronics experienced a
loss from continuing operations of $4,958,000, of which
$3,283,000 or 66 per cent stemmed from one-time restructuring
charges related to the closure of its production facility in
Sherwood Park, Alberta, and the restructuring of its debt. The
overall net loss for 2002 was $7,376,000 after adding the loss
of $2,418,000 from the disposal of Inventronics' Eurocraft
Enclosures Limited subsidiary in England.

For the three months ended December 31, Inventronics reported
sales of $4,522,000 in 2002 compared to $7,640,000 in 2001.
Notwithstanding the decline in revenues, Inventronics was able
to improve its EBITDA before restructuring and discontinued
operation costs to $110,000 for the quarter compared to an
EBITDA loss of $717,000 in the comparable period of 2001.

Over the course of 2002, Inventronics has restructured its
operations through:

     - Disposing of the Corporation's UK subsidiary, Eurocraft
       Enclosures Limited

     - Transferring in the fourth quarter all North American
       production to its wholly owned facility in Brandon,
       Manitoba; closing its leased Sherwood Park plant; and
       disposing of surplus production equipment

     - Restructuring the Corporation's balance sheet by issuing
       $3.5 million of subordinated promissory notes and
       negotiating new credit facilities with its banker

The restructuring program will result in:

     - Enhanced margins through efficient use of Inventronics'
       Brandon production facility

     - Substantially lower fixed operating costs

     - Improved working capital and cash positions

"The repositioning activities of 2002 are now behind us," said
Dan Stearne, Inventronics' president and chief executive
officer. "Our business is stabilized and our balance sheet is
restructured. With improved margins and reduced fixed costs we
are positioned for a profitable second quarter, following the
typical seasonal market softness expected in the first quarter.
The cautious spending mood of the telecom industry is expected
to continue through 2003, but we are properly organized to
function in - and capitalize on - this market environment."

Inventronics Limited designs and manufactures custom enclosures
and other products for an array of customers in the
telecommunications, electronics, cable television, electric
utilities, computer services and energy resources industries in
North America. The Corporation owns its ISO 9001-registered
production facility in Brandon, Manitoba and has head offices in
Calgary, Alberta.

Shares of Inventronics trade on the Toronto Stock Exchange under
the symbol "IVT." For more information about the Corporation,
its products and its services, go to http://www.inventronics.com

The Corporation's full 2002 annual financial results will be
filed with SEDAR at http://www.sedar.com/by April 30, 2003.

At December 31, 2002, the Company's balance sheet shows that its
working capital (including cash) has dropped to about $1.3
million, while net capital deficit fell to $5.3 million from $12
million recorded in the year-ago period.


IPCS INC: Files for Chapter 11 Reorganization in N.D. Georgia
-------------------------------------------------------------
AirGate PCS, Inc., (NASDAQ/NM:PCSA) announced that its wholly-
owned unrestricted subsidiary, iPCS, Inc., and its subsidiaries,
iPCS Wireless, Inc., and iPCS Equipment, Inc., have filed a
Chapter 11 bankruptcy petition in the United States Bankruptcy
Court for the Northern District of Georgia for the purpose of
effecting a court-administered reorganization.

As an unrestricted subsidiary, iPCS is a separate corporate
entity from AirGate with its own independent financing sources,
debt obligations and sources of revenue. Furthermore, iPCS
lenders, noteholders and creditors do not have a lien or
encumbrance on assets of AirGate, and AirGate cannot provide
capital or other financial support to iPCS. The Company believes
AirGate operations will continue independent of the outcome of
the iPCS bankruptcy. However, it is likely that AirGate's
ownership interest in iPCS will have no value after the
restructuring is complete.

As previously announced, the Company took total impairment
charges totaling $817.4 million in the fiscal year ended
September 30, 2002, associated with the impairment of goodwill,
tangible and intangible assets related to iPCS. As of
December 31, 2002, the carrying value of iPCS on the books of
AirGate was a negative amount of $169.8 million.

"It is unfortunate that a bankruptcy filing became necessary to
effect a restructuring of iPCS," said Thomas M. Dougherty,
president and chief executive officer of AirGate PCS. "I am
pleased, however, that Tim Yager has taken the role of chief
restructuring officer for iPCS, responsible for iPCS's
restructuring effort and day-to-day operations. With Tim leading
iPCS, AirGate PCS' management will be able to focus more on our
Southeast operations and implement our 'smart growth strategy'
to increase the percentage of higher value prime credit quality
subscribers in our subscriber base and improve operating cash
flow through cost reductions and other initiatives."

As a result of the bankruptcy filing, the Company anticipates
that the financial results of iPCS will no longer be
consolidated with those of AirGate subsequent to the bankruptcy.
Accordingly, the primary focus of the Company's financial
statements and disclosures will be on AirGate's operations in
the Southeast.

In connection with appointment of an iPCS chief restructuring
officer, AirGate PCS also amended its Services Agreement with
iPCS to, among other things, (i) eliminate certain management
services provided by AirGate as of February 1, 2003, and (ii)
generally permit either party to terminate individual services
upon 30 days notice.

AirGate PCS, Inc., excluding its unrestricted subsidiary iPCS,
is the PCS Affiliate of Sprint with the exclusive right to sell
wireless mobility communications network products and services
under the Sprint brand in territories within three states
located in the Southeastern United States. The territories
include over 7.1 million residents in key markets such as
Charleston, Columbia, and Greenville-Spartanburg, South
Carolina; and Augusta and Savannah, Georgia.


IPCS INC: Chapter 11 Case Summary & Largest Unsecured Creditors
---------------------------------------------------------------
Lead Debtor: iPCS, Inc.
             233 Peachtree Street, NE
             Suite 1700
             Atlanta, Georgia 30303

Bankruptcy Case No.: 03-62695

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      iPCS Wireless, Inc.                        03-62696
      iPCS Equipment, Inc.                       03-62697

Type of Business: Provider of wireless personal communication
                  services.

Chapter 11 Petition Date: February 23, 2003

Court: Northern District of Georgia (Atlanta)

Judge: W. Homer Drake

Debtors' Counsel: Gregory D. Ellis, Esq.
                  Lamberth, Cifelli, Stokes & Stout, PA
                  3343 Peachtree Road, NE
                  East Tower, Suite 550
                  Atlanta, GA 30326-1022
                  Tel: 4040-262-7373

Total Assets: $253,458,000

Total Debts: $378,433,000

A. iPCS, Inc.'s Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
BNY Midwest Trust Company   Bond Debt             $187,000,000
Daniel G. Donovan
2 North LaSalle Street
Suite 1020
Chicago, IL 60602
Tel: 312-827-8547

B. iPCS, Wireless' 18 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
BNY Midwest Trust Company   Guaranty of iPCS,     $187,000,000
Daniel G. Donovan           Inc. bond debt
2 North LaSalle Street
Suite 1020
Chicago, IL 60602
Tel: 312-827-8547

McLeod USA                  Trade Debt                $576,206
Kathleen McGraw
P.O. Box 3243
Milwaukee, WI
Tel: 53201-3243

Ameritech                   Trade Debt                $427,737
Lily Buhl
P.O. Box 1838
Saginaw, Michigan 48605-1838
Tel: 800-924-3666

Houlihan, Lokey, Howard &   Services                   $373,144
Zukin Capital
Dorian Lowell (Sr VP)
685 Third Avenue
New York, NY 10017-4024
(p) 212-497-4100
(f) 212-661-3070

American Tower Corp.        Lien vendor                $292,503
Carolyn (A/R)
P.O. Box 30000
Department 5305
Hartford, CT 06150-5305
Tel: 847-240-1508 ext. 609

AT&T - CABS                 Trade Debt                 $271,786
Thong Lee
P.O. Box 9001307
Louisville, KY 40290-1037

Lucent Technologies         Trade Debt                 $244,244

Qwest                       Trade Debt                 $158,175

The Leslie Agency           Trade Debt                 $118,261

Trinity Wireless Towers     Trade Debt                 $108,752

Spectrasite Comms, Inc.     Trade Debt                 $107,987

Sci General Contractor      Trade Debt                  $91,434

Verizon North Systems       Trade Debt                  $91,220

Gridley Telco-Cabs          Trade Debt                  $87,337

Annard Service, Inc.        Trade Debt                  $55,905

Tower Asset Sub-Spectrasite Trade Debt                  $55,237

ATC Tower Services, Inc.    Lien vendor                 $49,510

Iowa Network Services       Trade Debt                  $43,793

C. iPCS, Equipment's 7 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
BNY Midwest Trust Company   Guaranty of iPCS,     $187,000,000
Daniel G. Donovan           Inc. bond debt
2 North LaSalle Street
Suite 1020
Chicago, IL 60602
Tel: 312-827-8547

C-Mark                      Trade debt                 $11,100

Spotwave Wireless           Trade debt                 $10,507

Wigdahl Electric Inc.       Trade debt                  $7,371

Flash Technology            Trade debt                  $5,050

Falcon Communications       Trade debt                  $2,515

Secretary of State - NE     Trade debt                     $60


KENTUCKY ELECTRIC: Hires Frost Brown as Bankruptcy Counsel
----------------------------------------------------------
Kentucky Electric Steel, Inc., asks for approval from the U.S.
Bankruptcy Court for the Eastern District of Kentucky to hire
the Frost Brown Todd LLC as its attorneys.

The Debtor asserts that the services of Frost Brown under a
general retainer are necessary to enable the company to execute
faithfully its duties as debtor and debtor in possession.  As
Counsel, Frost Brown will:

     a) take all necessary action to protect and preserve the
        estate of the Debtor, including the prosecution of
        actions on the Debtor's behalf, the defense of any
        actions commenced against  the Debtor, negotiations
        concerning all litigation in which the Debtor is
        involved, and objecting to claims filed against the
        estate;

     b) prepare on behalf of the Debtor, as debtor in
        possession, all necessary motions, applications,
        answers, orders, reports and papers in connection with
        the administration of the estate;

     c) negotiate and prepare on behalf of the Debtor a plan of
        reorganization and all related documents; and

     d) perform all other necessary legal services in connection
        with this chapter 11 case.

Frost Brown's current customary hourly rates are:

          Members and Counsel      $160 to $340 per hour
          Associates               $ 80 to $225 per hour
          Paralegals and Clerks    $ 40 to $115 per hour

Kentucky Electric Steel, Inc., manufactures special bar quality
alloy and carbon steel flats to precise customer specifications
for sale in a variety of niche markets. The Company filed for
chapter 11 protection on February 5, 2003 (Bankr. E.D. Ky. Case
No. 03-10078).  Jeffrey L. Zackerman, Esq., Kyle R. Grubbs,
Esq., and Ronald E. Gold, Esq., at Frost Brown Todd LLC
represent the Debtor in its restructuring efforts.  When the
Company filed for protection from its creditors, it listed
$54,701,746 in total assets and $45,849,388 in total debts.


KEY3MEDIA GROUP: Files Prearranged Plan and Disclosure Statement
----------------------------------------------------------------
Key3Media Group, Inc., and its debtor-affiliates filed their
Joint Plan of Reorganization and the accompanying Disclosure
Statement with the U.S. Bankruptcy Court for the District of
Delaware.  Full-text copies of the Debtors' Disclosure Statement
and Plan are available for a fee at:

  http://www.researcharchives.com/bin/download?id=030217011816

Under the Plan, the classification and treatment of Claims and
Interests are:

  Description/Class   Allowed Amount  Treatment
  -----------------   --------------  ---------
  Unclassified Admi-  $8,520,000      Paid in Cash equal to
  nistrative Claims                   the full amount, without
                                      interest;
                                      Recovery - 100%;
                                      Unimpaired

  Unclassified Prio-  $476            a) full amount, without
  rity Tax Claims                     prepetition interest
                                      or penalty, in cash;
                                      b) a Promissory Note
                                      payable by the Debtors in
                                      a principal amount equal
                                      to the Allowed Amount with
                                      6% accruing interest
                                      Recovery - 100%;
                                      Unimpaired

  Unclassified DIP    $30,000,000     Will receive Cash equal
  Lender Claims                       to the Allowed Amount
                                      of such claim, except to
                                      the extent that holder of
                                      such claim agreed to less
                                      favorable treatment
                                      Recovery - 100%;
                                      Unimpaired

  Class 1-Priority    $0              Will receive Cash equal
  Non-Tax Claims                      to the Allowed Amount
                                      of such claim, except to
                                      the extent that holder of
                                      such claim agreed to less
                                      favorable treatment
                                      Recovery - 100%;
                                      Unimpaired

  Class 2-Prepetition $81,768,986     Will receive its Pro Rata
  Secured Credit                      share of the New Senior
  Agreement Claims                    Notes
                                      Recovery - payment in full
                                      over time
                                      Impaired

  Class 3-Other       $0 - $67,000    Will receive either:
  Secured Claims                      a) Cash equal to the amt
                                      of such claim, or
                                      b) the Property which
                                      serves as security for
                                      such claim, except to the
                                      extent that the Holder
                                      agrees to less favorable
                                      treatment.
                                      Recovery - 100%;
                                      Not Impaired

  Class 4-General     $327,031,000    If deemed to have voted
  Unsecured Claims                    in favor of the Plan, an
                                      Allowed Class 4 shall
                                      receive its Pro Rata share
                                      of 150,000 shares of New
                                      Common Stock.
                                      If voted to reject the
                                      Plan, Holders shall be
                                      Entitled to no
                                      distribution.
                                      Recovery - Undetermined
                                      Impaired

  Class 5-Subordina-  $0              Will receive no
  ted Debt Claims                     distribution
                                      and retain no rights or
                                      assets on account of their
                                      Subordinated Debt Claims
                                      which shall be deemed
                                      discharged and expunged on
                                      the Effective Date.
                                      Recovery - 0
                                      Impaired and deemed to
                                      reject the Plan.

  Class 6-Equity      N/A             Holders will receive no
  Interests                           distributions and retain
                                      no rights or assets on
                                      account of their Equity
                                      interest, which shall be
                                      deemed extinguished and
                                      cancelled on the Effective
                                      Date.
                                      Recovery - N/A
                                      Impaired and deemed to
                                      reject the Plan.

The Plan contemplates the substantive consolidation of the
Debtors for Plan and Claim purposes.  The Debtors believe that
substantive consolidation in this case is appropriate and will
not materially advantage any creditor over the interests of any
other and will not prejudice any of the Debtors' creditors.

Key3Media Group, Inc.'s business consists of the production,
management and promotion of a portfolio of trade shows,
conferences and other events for the information technology
industry.  The Company filed for chapter 11 protection on
February 3, 2003 (Bankr. Del. Case No. 03-10323).  John Henry
Knight, Esq., and Rebecca Lee Scalio, Esq., at Richards, Layton
& Finger, P.A., represent the Debtors in their restructuring
efforts.  When the Debtors filed for protection from its
creditors, it listed $241,202,000 in total assets and
$441,033,000 in total debts.


LTV CORP: Asks Court to Depose AIG Witness and Procure Documents
----------------------------------------------------------------
For a number of years before their chapter 11 filings, The LTV
Corporation and their non-debtor affiliates were insured under
various policies issued by national Union Fire Insurance Company
and certain of its affiliates, all of which are members of the
American International Group, Inc.

The Debtors each contracted with an AIG affiliate to handle the
investigation, management and payment of claims within LTV's
self-insured retentions and deductibles under specified AIG
policies.  The parties signed Payment Agreements to reflect
their respective rights and obligations and spell out remedies
for default.  Each Payment Agreement required the posting of
collateral to secure the payment obligation.  In the case of The
LTV Corporation, the collateral was an irrevocable Letter of
Credit in the amount of $34,512,572 issued by The Chase
Manhattan Bank, listing National Union as beneficiary.  In the
case of LTV Steel Mining Company, the collateral was another
Chase Irrevocable Letter of Credit issued in the amount of
$7,100,000.  Under the Payment Agreements, AIG was authorized to
draw on the letters of credit only in the event of a default,
and then only to the extent "reasonably necessary" to protect
AIG's interests.

In February 2002, AIG issued draw requests on the full amount of
both letters of credit, drawing in excess of $41,00,000.  These
monies were deposit funds with Chase; on AIG's draw, they were
placed beyond the reach of the Debtors' estates.

Since learning of AIG's draws, LTV has attempted to determine
the validity of the draws and the basis for AIG's position that
a draw on both letters of credit was reasonably necessary to
protect AIG's interests.  In the course of these discussions,
AIG has proposed a possible buyout of the insurance policies by
AIG for an amount equal to the proceeds of the letter of credit
draw, less $500,000, which would be returned to LTV.

Despite making numerous requests to AIG, LTV has been unable to
obtain sufficient information from AIG to determine whether
AIG's draws of the full amounts of the two letters of credit
were appropriate, or to evaluate the merits of the buyout
proposal.  To accomplish both inquiries, LTV needs loss and
actuarial information from AIG, as well as an understanding of
AIG's position regarding cross-collateralization between the
Payment Agreements; i.e., whether and on what basis AIG
contends that the letter of credit posted under one Payment
Agreement was available to secure obligations existing under
another.

To that end, the Debtors ask Judge Bodoh to order the appearance
of a witness from AIG, and the production of documents, on these
issues. (LTV Bankruptcy News, Issue No. 44; Bankruptcy
Creditors' Service, Inc., 609/392-00900)


LYONDELL CHEM: S&P Affirms & Removes BB Credit Rating from Watch
----------------------------------------------------------------
Standard & Poor's Rating Services affirmed its ratings on
Lyondell Chemical Co., including its 'BB' corporate credit
rating, and removed the ratings from CreditWatch following
indications that business disruptions related to reduced crude
oil deliveries from Venezuela to one of Lyondell's affiliates,
58.75%-owned Lyondell-CITGO Refining LP, would be limited in
terms of the potential affect on Lyondell's credit profile. The
current outlook is negative.

Standard & Poor's said that at the same time it revised its
outlook on Houston, Texas-based Equistar Chemicals LP, which is
70.5%-owned by Lyondell Chemical Co., to negative from stable.
Standard & Poor's affirmed its 'BB' ratings on the company.

"The ratings affirmation follows Lyondell's announcement that it
has restored operating rates at Lyondell-CITGO to near-normal
levels," said Standard & Poor's credit analyst Kyle Loughlin.
"Earlier this year, Lyondell-CITGO's business was disrupted by a
lack of crude availability from Venezuela's state owned oil
company, PDVSA, related to a general strike against the Chavez
administration. While cash distributions to Lyondell are
expected to fall short of earlier expectations, despite
Lyondell-CITGO's recent ability to obtain and process crude from
alternative sources, it now appears that other credit concerns,
such as the risk that Lyondell would find it necessary to use
its credit capacity to support Lyondell-CITGO, will be resolved
satisfactorily."

Standard & Poor's said that the Equistar outlook revision
follows disappointing fourth quarter results, which underscore
the ongoing challenges faced by petrochemical companies in the
current operating environment. Equistar's operating profits
declined sharply from the previous quarter as rapid increases to
raw material costs eroded margins, while demand showed some
weakness due to seasonal issues and economic malaise. "These
results raise concern that anticipated improvements to the
financial profile may be delayed further, particularly if
geopolitical turbulence forestalls recent efforts to expand
margins in the face of raw material pressures," said Mr.
Loughlin.


MACKIE DESIGNS: Closes Strategic Investment by Sun Capital Unit
---------------------------------------------------------------
Mackie Designs Inc., (OTCBB:MKIE) announced the closing of the
previously announced equity investment by an affiliate of Sun
Capital Partners, a Boca Raton-based private investment firm.

In the transaction, Sun Capital purchased approximately 14.4
million shares of Mackie common stock (74% of the total shares
outstanding after completion of the transaction) for $10
million. Sun Capital acquired approximately 7.4 million
outstanding shares from certain selling shareholders. It
purchased approximately 6.9 million newly issued shares directly
from the Company for approximately $6.3 million.

In addition to its equity investment in Mackie, Sun Capital
Partners has agreed to provide $4 million of debt financing in
connection with the anticipated refinancing of the Company's
bank lines of credit. In connection with that investment, Mackie
will issue Sun Capital a promissory note with warrants to
purchase an additional 1.2 million Mackie common shares. Mackie
is currently negotiating the refinancing of its bank lines of
credit and has entered into a forbearance agreement with its
senior lender. It expects to complete the refinancing next
month.

"In addition to new capital, this transaction brings Mackie the
active support and hands-on participation of Sun Capital," said
Chief Executive Officer Jamie Engen. "We look forward to working
together with them to build our business and pursue new
opportunities."

Jason Neimark, Vice President of Sun Capital Partners, added,
"Mackie's strong brands, loyal customer and vendor base, and
solid work force are key assets that position the Company for
long-term success. We are excited to be part of Mackie's
future."

In connection with the transaction, Mackie named three new
directors to fill vacancies created by the resignations of Paul
Gallo, Raymond B. (Buck) Ferguson, Ken Williams and Gregory C.
Mackie. The new directors are Marc Leder and Roger Krouse, both
co-founders and Managing Directors of Sun Capital, and Clarence
Terry, a Managing Director of Sun Capital. Mr. Leder was
appointed Chairman of the Board. "We are very grateful for the
hard work and dedication of Paul, Buck, Ken and Greg, and thank
them for their service on our board," said Mr. Engen. "We are
pleased that Greg will continue to advise the Company through a
consulting arrangement, and we welcome the participation of our
new board members."

Reedland Capital Partners, an Institutional Division of
Financial West Group acted as a placement agent for the
investment on behalf of the Company.

Sun Capital Partners, Inc., is a leading private investment firm
focused on investing in market-leading companies that can
benefit from its in-house operating professionals and
experience. Sun Capital has invested in approximately 40
companies since its inception in 1995 with combined revenues in
excess of $4 billion. For more information, visit
http://www.suncappart.com

Mackie Designs is a leading designer, manufacturer and marketer
of professional audio equipment. The Company sells audio mixers,
mixer systems, power amplifiers, and professional loudspeakers.
For more information, visit http://www.mackie.com


MERISTAR HOSPITALITY: Liquidity Concerns Prompt Lower-B Ratings
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating for MeriStar Hospitality Corp., to 'B-' from 'B' based on
its limited liquidity position, and Standard & Poor's
expectation that MeriStar's credit measures will deteriorate in
2003 more than previously expected.

Washington, D.C.-based MeriStar is the third largest domestic
lodging REIT. The outlook is negative. Total debt outstanding as
of December 31, 2002, was $1.65 billion.

Based on the company's EBITDA guidance of $46 million - $50
million for the first quarter and roughly $190 million for the
full year, total operating lease adjusted debt to EBITDA ratio
will likely be in the mid- to low-8x area throughout the year.
For 2002, the company's portfolio of hotels experienced an 8.6%
decline in revenue-per-availab le room (RevPAR) and generated
$216 million in EBITDA. This represented a 20% decline in
EBITDA over 2001. At the end of 2002, MeriStar's credit measures
were very weak with debt to EBITDA in the high-7x and EBITDA
coverage of interest expense under 2x.

"Currently the company is unable to draw on its credit
facility," said Standard & Poor's credit analyst Stella Kapur.
She added, "The company's primary source of liquidity is its $50
million of unrestricted cash on its balance sheet as of January
2003, and cash flow from operations. While additional liquidity
could arise from asset sales, the timing of these sales is
uncertain."


METALS USA: Citadel Limited et. al. Disclose 22.3% Equity Stake
---------------------------------------------------------------
Pursuant to the Metals USA's bankruptcy reorganization plan
which became effective on October 31, 2002, certain debt and
equity of Metals USA beneficially owned by Citadel Limited
Partnership et al was converted into the right to receive
4,489,550 shares of common stock and warrants to purchase 7,261
shares of common stock.  These creditors now hold 22.3% equity
stake in Metals USA as of December 31, 2002, based on 20,149,510
shares of Common Stock issued and outstanding as of November 14,
2002, plus the shares of Common Stock issuable after the
exercise of the Warrants:

    A. Citadel Limited Partnership
       Illinois limited partnership

    B. GLB Partners L.P.
       Delaware limited partnership

    C. Citadel Investment Group LLC
       Delaware limited liability company

    D. Kenneth Griffin
       United States Citizen

    E. Citadel Wellington Partners LP
       Illinois limited partnership

    F. Citadel Distressed and Credit Opportunity Fund Ltd.
       Cayman Islands Company

    G. Citadel Kensington Global Strategies Fund Ltd.
       Bermuda company

    H. Citadel Credit Trading Ltd.
       Cayman Islands Company

    I. Citadel Equity Fund Ltd.
       Bermuda company

A free copy of Citadel et al's regulatory filing with the
Securities and Exchange Commission dated February 13, 2003 is
available at:


http://www.sec.gov/Archives/edgar/data/1038363/000110465903002215/j7414_sc13
g.htm

Metals USA has indicated that the warrants will be issued on
March 31, 2003.  The share numbers, the date the warrants are
exercisable, the expiration dates, and their exercise prices are
based on estimates included in the Metals USA's reported
bankruptcy reorganization plan.  Although the bankruptcy plan
has been approved and is effective, Metals USA has not reached a
final determination regarding the claims to be included to
determine the allocation of its equity among its creditors under
its plan of reorganization. (Metals USA Bankruptcy News, Issue
No. 27; Bankruptcy Creditors' Service, Inc., 609/392-0900)


MOODY'S CORP: Will Present at Merrill Lynch Conference Tomorrow
---------------------------------------------------------------
John Rutherfurd, Jr., President and CEO of Moody's Corporation
(NYSE: MCO), will speak at the Merrill Lynch Advertising,
Publishing & Education Conference on Wednesday, February 26,
2003 in New York City.

Mr. Rutherfurd's presentation will begin at approximately 1:30
PM (Eastern Time) and will be webcast live. The webcast can be
accessed at Moody's Shareholder Relations Web site
http://ir.moodys.com

Moody's Corporation will post an updated management presentation
for investors on its Web site at http://ir.moodys.comon
Tuesday, February 25, 2003 after the close of NYSE trading. This
presentation will reflect Mr. Rutherfurd's comments at the
Merrill Lynch conference and its posting is consistent with the
SEC's Regulation FD. Senior management may use this updated
presentation during meetings with analysts and investors.

Moody's Corporation (NYSE: MCO) is the parent company of Moody's
Investors Service, a leading provider of credit ratings,
research and analysis covering debt instruments and securities
in the global capital markets, and Moody's KMV, a credit risk
management technology firm serving the world's largest financial
institutions. The corporation, which employs more than 2,000
associates in 17 countries, had reported revenue of $1.0 billion
in 2002. Further information is available at
http://www.moodys.com

As previously reported, Moody's Corporation's September 30, 2002
balance sheet shows a working capital deficit of about $42
million, and a total shareholders' equity deficit of about $180
million.


MORTON HOLDINGS: Court Fixes March 1, 2003 as Claims Bar Date
-------------------------------------------------------------
By Order of the U.S. Bankruptcy Court for the District of
Delaware, March 1, 2003, is fixed as the Bar Date for creditors
of Morton Holdings, LLC and its debtor-affiliates to file their
proofs of claim against the Debtors or be forever barred from
asserting those claims.

All proofs of claim must be filed by U.S. Mail, by hand or
courier and received on or before 4:00 p.m. on March 1, 2003, or
as to Governmental Claims only, no later than April 28, 2003. If
sent by U.S. mail, proofs must be addressed to:

      Donlin, Recano & Co., Inc.
      As Agent for the United States Bankruptcy Court
      Re: Morton Holdings, LLC, et al.
      PO Box 2058 Murray Hill Station
      New York, NY 10156

If sent by hand delivery or overnight courier, to:

      Donlin, Recano & Co., Inc.
      As Agent for the United States Bankruptcy Court
      Re: Morton Holdings, LLC, et al.
      419 Park Avenue South, Suite 1206
      New York, NY 10016

Morton Holdings, LLC, and its debtor-affiliates filed for
Chapter 11 protection on November 1, 2002, (Bankr. Del. Case No.
02-13224). Jeremy W. Ryan, Esq., and Norman L. Pernick, Esq., at
Saul Ewing LLP, represent the Debtors in their restructuring
efforts. When the Debtors filed for protection from their
creditors, they reported estimated assets and debts of about $10
to $50 million.


NAT'L HEALTH INSURANCE: S&P Cuts & Withdraws Junk Level Ratings
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its counterparty
credit and financial strength ratings on National Health
Insurance Co., to 'CCCpi' from 'BBBpi' and then withdrew the
rating.

"The downgrade is based on National Health's declining surplus
and weak earnings," said Standard & Poor's credit analyst
Allison MacCullough.

On Aug. 14, 2002, National Health submitted a restructuring and
recapitalization plan to the Texas Department of Insurance (the
DOI) because of its continuing decline in capital and surplus.
As part of the plan, National Health requested permission from
the DOI to move its investment in its subsidiary, The Capitol
Life Insurance Co., rated 'R' by Standard & Poor's, to its
parent, National Health Corp. The plan also requests reinsuring
substantially all of National Health's existing annuity business
with Capitol Life. Under the plan, National Health would become
primarily an accident and health company and Capitol Life would
be an active annuity company.

National Health is licensed in all states (except New York) and
in D.C. and two territories. The company's major line of
business is group annuities and group accident and health. The
company commenced operations in 1966, and the principal state in
which it operates is Texas.

Ratings with a 'pi' subscript are insurer financial strength
ratings based on an analysis of an insurer's published financial
information and additional information in the public domain.
They do not reflect in-depth meetings with an insurer's
management and are therefore based on less comprehensive
information than ratings without a 'pi' subscript. Ratings
with a 'pi' subscript are reviewed annually based on a new
year's financial statements, but may be reviewed on an interim
basis if a major event that may affect the insurer's financial
security occurs. Ratings with a 'pi' subscript are not subject
to potential CreditWatch listings.

Ratings with a 'pi' subscript generally are not modified with
"plus" or "minus" designations. However, such designations may
be assigned when the insurer's financial strength rating is
constrained by sovereign risk or the credit quality of a parent
company or affiliated group.


NATIONAL STEEL: Dimensional Fund Discloses 2.83% Equity Stake
-------------------------------------------------------------
Dimensional Fund Advisors Inc., a Delaware corporation,
discloses in a regulatory filing dated February 3, 2003 with the
Securities and Exchange Commission that it holds 542,175 shares
in National Steel Corporation.  Dimensional Fund is an
investment adviser in accordance with Section 240.13d-
1(b)(1)(ii)(E) and registered under Section 203 of the
Investment Advisers Act of 1940.  Dimensional Fund furnishes
investment advice to four investment companies registered under
the investment Company Act of 1940 and serves as investment
manager to certain other commingled group trusts and separate
accounts.

In its role as investment advisor or manager, Dimensional Fund
possesses voting and investment power over 2.83% of the common
stock of National Steel.  Dimensional may be deemed to be the
beneficial owner the National Steel shares held by its advisory
clients.  However, Dimensional Fund's Vice President and
Secretary, Catherine L. Newell, emphasizes that the National
Steel common stocks are owned by the advisory clients.
According to Ms. Newell, all securities reported are owned by
advisory clients of Dimensional Fund Advisors, no one of which,
to the knowledge of Dimensional, owns more than 5% of the class.
Dimensional disclaims beneficial ownership of all securities.
(National Steel Bankruptcy News, Issue No. 25; Bankruptcy
Creditors' Service, Inc., 609/392-0900)

National Steel's 9.875% bonds due 2009 (NSTL09USR1) are trading
at about 78 cents-on-the-dollar, DebtTraders reports. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=NSTL09USR1
for real-time bond pricing.


NATIONSRENT: Court Allows 25 Lessor Claims for Voting Purposes
--------------------------------------------------------------
NationsRent Inc., and its debtor-affiliates advise the Court
that, for the past couple of weeks, they have engaged in
settlement negotiations with seven of the 26 the lessors
culminating into the modification of the allowed claim amounts:

    Equipment Lessor                     Allowed Amount
    ----------------                     --------------
    AmSouth Leasing, Ltd.                   $2,545,575
    Citicorp Del-Lease, Inc.                 9,379,622
    Citizens Leasing Corporation             3,918,162
    Fleet Business Credit, LLC                 319,451
    NorLease, Inc.                             884,663
    SouthTrust Bank                          1,449,163

The Debtors also have dropped Key Corporate Capital's claim from
the list.  Earlier, the Debtors have proposed to temporarily
allow Key Corporate Capital's claim for $2,313,523.

                           *     *     *

For voting and balloting purposes, Judge Walsh rules that the
claims of 25 lessors are temporarily allowed according to the
amounts the Debtors proposed, unless the relevant adversary
proceeding has terminated adversely to the Debtors. (NationsRent
Bankruptcy News, Issue No. 27; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


NAVISITE INC: Arthur Becker Replaces Trish Gilligan as New CEO
--------------------------------------------------------------
NaviSite, Inc. (NASDAQ: NAVI), a leader in Managed Applications
and Managed Infrastructure for the Mid-Market, announced the
appointment of a new CEO, Arthur Becker, to replace CEO Trish
Gilligan. Gilligan recently guided the company past several key
integration milestones, including the creation of a new
corporate vision, several strategic acquisitions, and
significant internal reorganization.

Becker brings a solid background in finance and corporate
investment and restructuring. He is the founder of several
technology companies and prior to that was a Director at Bear
Stearns. Becker is a founding partner and managing member of
Atlantic Investments, LLC, an investment fund focused on the
Internet Infrastructure and Managed Services industry and has
significant experience in strategic corporate development and
finance. As an executive and board member of ClearBlue
Technologies Management, he played a key role in the
acquisitions of the data centers of the former Colo.com and the
managed services business of the former AppliedTheory. Becker is
currently a member of the NaviSite Board of Directors and has
been instrumental in the acquisition of the senior debt of
Interliant, the corporate integration of ClearBlue Technologies
Management, Inc. and the most recent Avasta acquisition.

Outgoing CEO Trish Gilligan has lead NaviSite through the worst
of the dot-com fallout. She successfully guided the company
through a series of reorganizations and mergers, culminating in
late 2002 with the acquisition of ClearBlue Technologies
Management, Inc.

The transition will take place immediately and Gilligan will
remain with NaviSite in an advisory role through March.

"While many larger competitors have fallen away, NaviSite has
found a way to survive. Through it all, Trish provided
leadership, vision and stability which have been key to holding
the company together through turbulent times," said Andy Ruhan,
Chairman of the Board for NaviSite. "The skills and experience
Arthur brings to NaviSite are especially crucial during this
time of rapid consolidation within the industry. We have a
strong platform in place and look forward to continuing to build
a profitable, leadership position for ourselves in this
Industry."

Over the past few months Gilligan and her management team have
focused on delivering the successful integration of formerly
separate assets into one company. The goal has been to rapidly
build a single integrated operating platform for the entire
company without negatively impacting customers.

"I wanted to guide the company far enough through the
integration process so we felt certain about our new strategy
and confident in a stable future," said Gilligan. "NaviSite has
always been about service delivery excellence with an extremely
high level of customer focus. Before I left, I wanted to ensure
that the best of NaviSite would continue to be at the core of
the new business moving forward."

NaviSite, Inc., a leader in "Always On Managed Hosting(SM)" for
companies conducting mission-critical business on the Internet,
including enterprises and other businesses deploying Internet
applications. The Company's goal is to help customers focus on
their core competencies by outsourcing the management and
hosting of their Web operations and applications, allowing
customers to fundamentally improve the ROI of their web
operations. NaviSite's solutions provide secure, reliable, co-
location and high-performance hosting services, including high-
performance Internet access, and high-availability server
management solutions through load balancing, clustering,
mirroring and storage services. In addition, NaviSite's enhanced
management services, beyond basic co-location and hosting, are
designed to meet the expanding needs of businesses as their Web
sites and Internet applications become more complex and as their
needs for outsourcing all aspects of their online businesses
intensify. The Company's application services, which include
application hosting and management, provide cost- effective
access to, as well as rapid deployment and reliable operation
of, business- critical applications. For more information about
NaviSite, please visit http://www.navisite.com

NaviSite, whose October 31, 2002 balance sheet shows a total
shareholders' equity deficit of about $744,000, is headquartered
at 400 Minuteman Road, Andover, MA 01810 and is majority-owned
by ClearBlue Atlantic, LLC, an affiliate of ClearBlue
Technologies Inc.


NAVISTAR INT'L: Names Terry M. Endsley as VP and Treasurer
----------------------------------------------------------
Terry M. Endsley has been named vice president and treasurer of
both Navistar International Corporation and its operating
company, International Truck and Engine Corporation, producer of
International(R) brand trucks, buses and engines.

Endsley, 47, succeeds Thomas M. Hough, 57, who was named to the
newly created position of vice president strategic initiatives.
Both will report directly to Robert C. Lannert, vice chairman
and chief financial officer.

"These moves are being made to further position the company for
growth." Lannert said. "Tom's primary responsibility in this new
position will be to develop financial strategies and plans that
will support the growth of the company's current businesses as
well as business opportunities in both current and new markets,"
Lannert explained.

Hough had been vice president and treasurer of Navistar and its
operating company since October 1992. Previously he was
assistant treasurer and also served as controller of the
company's finance group. He joined the company in 1980 after 12
years with Deloitte & Touche.

Endsley had been assistant treasurer of Navistar International
Corporation since 1997. Before assuming the role of assistant
treasurer, Endsley had been director, pension and investments.
He joined the company in 1977.

Headquartered in Warrenville, Ill., 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 service
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
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.

Navistar International's 9.375% bonds due 2006 (NAV06USR1) are
trading at about 96 cents-on-the-dollar, says DebtTraders. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=NAV06USR1for
real-time bond pricing.


NORTH ATLANTIC TRADING: S&P Keeps Watch on Low B-Level Ratings
--------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on North
Atlantic Trading Co. Inc., on CreditWatch with developing
implications. Developing implications means that the ratings
could be raised, affirmed, or lowered following completion of
Standard & Poor's review. At the same time, Standard & Poor's
has withdrawn its 'BB-' senior secured debt rating for
North Atlantic.

About $210 million of rated debt and preferred stock of New
York, New York-based North Atlantic is affected.

"The CreditWatch placement follows North Atlantic's announcement
that it had entered into an asset purchase agreement with Star
Scientific Inc. (unrated), and Star Tobacco Inc., a wholly-owned
subsidiary of Star Scientific," said Standard & Poor's credit
analyst Jayne M. Ross.

Under the terms of the agreement, North Atlantic will purchase
substantially all of the assets of Star relating to the
manufacturing, marketing, and distribution of four discount
cigarette brands in the U.S. The purchase price for the
transaction is $80 million in cash, subject to certain closing
adjustments and the assumption of certain liabilities. The
four discount brands are Sport, Mainstreet, Vegas Gold, and G-
Smoke. North Atlantic will also acquire Star Tobacco's
manufacturing facilities in Petersburg, Virginia and its
administrative offices in Chester, Virginia.

The transaction has received all the required corporate
approvals of both North Atlantic and Star and is expected to
close in the second quarter of this year. The closing is subject
to North Atlantic obtaining financing and to customary closing
conditions.

With the signing of the agreement, North Atlantic placed a $2
million earnest money deposit into escrow. In the event, that on
or after July 15, 2003, either North Atlantic or Star terminates
the agreement and North Atlantic has not received the required
financing but all other conditions to closing have been
satisfied or are capable of being satisfied, such deposit will
be paid to Star. In all other events, the deposit will be
used to satisfy a portion of the purchase price or repaid to
North Atlantic.

Standard & Poor's will meet with management to discuss the
company's business strategy and proposed financing of the
transaction.

North Atlantic is a holding company, which owns National Tobacco
Company, L.P., and North Atlantic Operating Company, Inc.
National Tobacco Company is the third-largest manufacturer and
marketer of loose leaf chewing tobacco in the U.S., selling its
products under the brand names BEECH-NUT REGULAR, BEECH-NUT
Wintergreen, TROPHY, HAVANA BLOSSOM, and DURANGO. NAOC is the
largest importer and distributor in the U.S. of premium
cigarette papers and related products, which are sold under the
ZIG-ZAG brand name according to an exclusive long-term
distribution agreement with Bollore S.A. NAOC also contracts for
the manufacture of and distributes Make-Your-Own smoking
tobaccos and related products under the ZIG-ZAG brand name.


NRG ENERGY: Unit's Potential Default Hurts CL&P's Ratings
---------------------------------------------------------
Fitch Ratings has revised Connecticut Light & Power's (CL&P)
Rating Outlook to Negative from Stable. CL&P's current ratings
are: first and refunding mortgage bonds affirmed at 'A-';
unsecured and second-mortgage pollution control bonds at 'BBB+';
and preferred stock at 'BBB'.

The Negative Rating Outlook reflects CL&P's exposure to
potential default by NRG Power Marketing on its contract to
serve 45% of CL&P customers' energy demand for standard offer
service through the remainder of 2003. NRG Energy, Inc., parent
to NRG-PM and guarantor of its obligations under the CL&P
contract, is currently reported to be in negotiations with its
creditors to arrange a prepackaged bankruptcy filing. The
existing contract price of $0.045 per kilowatt hour is below
current forward market prices. In bankruptcy, NRG may have an
incentive to reject the agreement. If the contract were
rejected, CL&P would have to purchase and pay for replacement
power at market prices or solicit bids for replacement power for
the balance of the contract term. While CL&P anticipates that
current forward prices imply prices for substitute power
approximately 15-20% above the contract, summer demand combined
with significant transmission congestion could result in
considerably higher replacement costs for NRG-PM's share of the
SOS energy, depending on market conditions.

CL&P's exposure to NRG's credit and to commodity price risk is
limited to the period from now through Dec. 31, 2003. In the
second half of 2003, the DPUC is expected to announce new
procedures for utilities to contract for future energy supply,
including full recovery of such costs from energy customers.

CL&P's tariffs are frozen until Jan. 1, 2004 and no explicit
mechanism was included in state restructuring legislation or
regulatory orders assuring the recovery of higher purchased
power costs in the event of a supplier default during the
transition. However, Connecticut's restructuring legislation
provides a mitigant, in that the Department of Public Utility
Control is allowed to adjust the frozen SOS rate to recover
'extraordinary and unanticipated expenses.' CL&P would likely
request that the DPUC authorize an immediate increase in the
energy component to compensate for an extraordinary change in
power costs. The DPUC could authorize immediate recovery of some
or all of the additional cost or defer some or all of the costs
for recovery after the end of the rate freeze. Since the
legislation provides no assurance of either full or immediate
recovery, CL&P's cash flow from operations for the balance of
2003 could be affected adversely by NRG bankruptcy and possible
default.

To reduce the risk of closure of NRG's Connecticut power plants,
the ISO-New England may negotiate a contract to pay 'reliability
must-run payments' that would compensate NRG for continuing to
operate its Connecticut plants. With the impending commencement
of locational marginal pricing by ISO-New England, such costs
would likely be allocated back to entities serving load in
Connecticut and would largely fall back upon CL&P. Such costs
for 2004 and beyond are subject for recovery as a part of new
base rates to be determined in an upcoming rate case, but
recovery during 2003 is uncertain.

CL&P obtains 50% of its standard offer load under another
contract with affiliate Select Energy. The pricing of this
agreement is not independently determined, but is linked to the
weighted average contract price of CL&P's contracts with third-
party suppliers. This effectively means that any increase in
pricing on a solicitation to replace NRG's 45% portion would
raise Select's contract price to CL&P for the remaining term.
While this would be advantageous to Select and disadvantageous
to CL&P, the cash flow effect would be neutral within the
Northeast Utilities (NU) group.

Positively, CL&P and the NU group currently have strong
corporate liquidity. CL&P has $150 million in availability under
its shared revolving credit facility and $40 million in
availability under its accounts receivable line. CL&P's parent
could provide additional liquidity in the form of intercompany
loans or equity contributions. Fitch will continue to monitor
the status of the NRG contract and any related regulatory
proceedings in Connecticut.


OVERHILL FARMS: Dec. 29 Working Capital Deficit Tops $24 Million
----------------------------------------------------------------
Overhill Farms, Inc., (Amex: OFI) announced operating results
for the Company's first quarter ended December 29, 2002.

For its first quarter of fiscal 2003, the Company reported
revenues of $38,131,000, an increase of $4,773,000 (14.3%) over
revenues of $33,358,000 in the same period in the prior fiscal
year. The increase in revenues spanned all industry segments
served by the Company. For the period ended December 29, 2002,
the Company reported a net loss of $646,000 as compared to net
income of $178,000 for the comparable period in the prior year.

Gross profit for the first quarter of fiscal 2003 increased
$89,000 to $5,274,000 in the current year from $5,185,000 for
the same period in the prior year. Gross profit as a percentage
of net revenues decreased to 13.8% in the 2003 fiscal period
from 15.5% for the same period in the prior year. The Company
attributes this decrease primarily to operating inefficiencies,
including employee overtime, encountered while building
inventories to allow the Company to close certain of its
manufacturing facilities. These closings, occurring primarily in
the second quarter, are being made in anticipation of the
Company's previously announced plant consolidation to a larger,
more efficient facility in Vernon, California.

Selling, general and administrative expenses for the three
months ended in December 2002 increased $1,305,000 to $4,847,000
from $3,542,000 for the same period in the prior fiscal year.
The most significant change in this category was an increase in
delivery and storage costs of $715,000. The Company anticipates
that these costs will decrease in the near term as the Company
increases the use of its new on-site cold storage facility and
decreases the transfer of product from plant to plant and from
its plants to outside cold storage facilities. Also during the
current quarter was an increase in the Company's provision for
doubtful accounts of $173,000, primarily related to the
bankruptcy of United Airlines.

In discussing the first quarter results, James Rudis, the
Company's Chairman and Chief Executive Officer, stated, "While
the first quarter results were certainly not what we hoped for,
at the same time we look forward to our near future and the
potential to maximize on the opportunities provided by our new
facility. Cold storage operations opened in late December, and
the first production at the new plant is scheduled for this
week." Rudis added, "We should be fully operational in the new
facility in April, and we expect to begin seeing the benefits of
this move shortly."

Overhill Farms is a value added supplier of high quality frozen
foods to foodservice, retail, airline and health care customers.

Overhill Farms' December 29, 2002 balance sheet shows that its
total current liabilities exceeded its total current assets by
about $24 million.


OWENS CORNING: Gets Not to Sell South Gate Facility for $4.25MM
---------------------------------------------------------------
Owens Corning obtained the Court's authority to sell its South
Gate Property free and clear of all liens, claims, and
encumbrances, with any liens, claims and encumbrances to attach
to the sale proceeds. The purchaser is Cha Hwa Trading
Corporation, a Nevada corporation whose affiliate, Los Angeles
Chemical Company, owns the property that is physically adjacent
to the South Gate Facility.

The parties entered into a Purchase and Sale Agreement,
which provides that:

  (a) The Debtors are to deliver a limited or special warranty
      deed and title to the Property to the Buyer;

  (b) The purchase price for the South Gate Facility is
      $4,250,000.  The Buyer has forwarded $150,000 to Owens
      Corning as a deposit.  The balance of the purchase price
      is payable in cash, at closing;

  (c) Closing under the Agreement is subject to approval by the
      Court and to satisfactory completion by the Buyer of
      certain due diligence;

  (d) Pursuant to a Continuing Guaranty, dated as of
      December 10, 2002, the Buyer's obligations under the
      Agreement are guaranteed by Los Angeles Chemical Company;
      and

  (e) Closing under the Agreement is contingent on, among other
      things, the execution by the parties of a lease by which
      the Buyer will lease the South Gate Facility back to Owens
      Corning for a period of six months, so that Owens Corning
      can continue to use the facility pending completion of the
      Debtors' new storage facilities adjacent to the Compton
      Plant.  The monthly rent under the lease will be $36,000.

Owens Corning owns a 6.9-acre parcel of real estate located at
4452 Ardine Street in South Gate, California (near Los Angeles),
on which is situated an outdated manufacturing facility
consisting of 103,000 square feet.  The Debtors presently use
this facility solely for the storage of product manufactured at
a plant located in Compton, California, which is several miles
away.

The Debtors are in the process of securing storage facilities on
property that is physically adjacent to the Compton Plant.  Once
these facilities are available, the Debtors will have no need
for the South Gate Facility.  The Debtors, accordingly, have
decided to sell the South Gate Facility and have engaged a
broker, The Staubach Company, to assist them. (Owens Corning
Bankruptcy News, Issue No. 46; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


PACIFIC BIOMETRICS: Bankruptcy Filing Likely to Settle Debts
------------------------------------------------------------
Pacific Biometrics, Inc., was incorporated in Delaware in May
1996 in connection with the acquisition of BioQuant, Inc., a
Michigan corporation, and Pacific Biometrics, Inc., a Washington
corporation. On June 28, 1996, the Company completed the mergers
whereby BioQuant and PBI-WA became wholly owned subsidiaries of
the Company in separate stock-for-stock exchange transactions.

PBI provides specialty reference laboratory services to the
pharmaceutical and diagnostics industries. The Company had
previously been engaged in the development and commercialization
of non-invasive diagnostics to improve the detection and
management of chronic diseases, which commercialization efforts
have been terminated due to the Company's inability to obtain
FDA approval for its OsteoPatch; product and lack of necessary
funding.  Expenses consist, and are expected to continue to
consist, primarily of operating expenses necessary for the
laboratory operations and corporate overhead.

On August 29, 2002, in connection with an Asset Purchase
Agreement, the Company terminated the Purchase Agreement with
Saigene relating to the proposed purchase by Saigene of the
Company's laboratory. Also in connection with the Asset Purchase
Agreement, the Management Agreement, giving Saigene operational
control of the Company's laboratory, was amended whereby Saigene
will continue to operate the PBI-WA laboratory in exchange for
monthly payments by PBI to Saigene equal to $90,000, which
arrangement may be terminated by either PBI or Saigene upon 30
days prior written notice.  In May 1999, the landlord of the
office and laboratory space previously leased by the Company in
Lake Forest, California, obtained a judgment against the Company
for approximately $150,000 related to the default on the lease.
In addition, liabilities continued to accrue at the rate of
approximately $13,000 per month until the space was leased. In
March 2000, Saigene purchased from the landlord of the Lake
Forest property, in exchange for a convertible promissory note
in the principal amount of $350,000, the rights to all claims
and judgments rendered against the Company related to its
default on the Lake Forest lease, subject to the sale of the
Company's laboratory assets to Saigene pursuant to the Purchase
Agreement. However, pursuant to the Asset Purchase Agreement,
the Company assumed the payment obligations of Saigene. Due to
the uncertainty surrounding the possible reassignment by Saigene
of its obligations to the landlord if the sale of the laboratory
assets to Saigene was not completed and the uncertainty of
Saigene's obligations to the Company regarding payment of this
debt, the Company did not delete this liability from its balance
sheet.

On September 5, 2002, the Company was notified of certain
defaults under an assumed Saigene obligation as well as a
promissory note of the Company in favor of the landlord in the
principal amount of $15,000. Although the Company is in active
discussions with the landlord regarding this obligation, no
assurance can be given that the Company will be successful in
negotiating a favorable arrangement. Accordingly, should the
landlord seek to enforce its rights to collect amounts owed, the
Company will likely incur significant legal costs in defending
any such action and may not have sufficient funds to pay any
adverse judgment should the landlord prevail in any such action.
As of December 31, 2002, approximately $437,000 has been accrued
relating to this liability.

Pending negotiation of a final settlement of this obligation,
the Company is reducing the amount remaining under the
promissory note by making payments of approximately $50,000 per
quarter. As of December 2002, the remaining balance owing is
approximately $354,000. Subsequent to the closing of the
transactions contemplated by the Asset Purchase Agreement,
Saigene proposed a contribution of approximately $600,000 (in
the form of cash, reduction of payments due from the Company to
Saigene, or a combination thereof or as otherwise determined by
Saigene) to the Company toward the development and
commercialization of certain technologies acquired by the
Company from Saigene in connection with the Asset Purchase
Agreement.

On December 19, 2002, Saigene entered into an agreement with the
Company in which Saigene (i) executed a promissory note in the
principal amount of $200,000 in favor of the Company payable on
or before September 30, 2003, either in cash or by the tender of
shares of common stock of the Company currently held in
Saigene's name at an attributed value of $1.00 per share at
Saigene's election, (ii) forgave a creditor obligation assumed
by the Company from Saigene pursuant to the Asset Purchase
Agreement in the aggregate amount of approximately $229,000,
(iii) settled a credit obligation in the aggregate amount of
approximately $150,000, and (iv) tendered 30,000 shares of
common stock of the Company held in Saigene's name.

Saigene has informed PBI that such contributed amounts combined
with currently available cash of PBI will be insufficient to
complete either the development or the commercialization of any
products using the acquired technologies. Accordingly, PBI will
require additional financing in connection with such development
and commercialization efforts.  PBI has been informed by Saigene
that such efforts to complete the validation of the technologies
and develop target applications, together with funds needed to
support the continued growth of laboratory operations, are
likely to require a near term capital infusion in excess of
$5,000,000.

Moreover, it is likely that an additional $15,000,000 over the
next two years will be required to achieve full regulatory
approval and commercialization of both the Saigene technologies
acquired under the Asset Purchase Agreement and the technologies
to be acquired under the Option Agreement. The Company intends
to seek suitable financing to complete the regulatory approval
process and commercialization of the technologies, but there can
be no assurance that PBI will be able to obtain such financing
on favorable terms or at all. In addition to the anticipated
capital needs as set forth above, the Company still has various
debts and claims that need to be settled.  The Company will
attempt to settle these outstanding debts with cash generated
from operations, with stock, and/or with technology assets, if
possible. There can be no assurance that the Company will be
successful in these negotiations and may have to seek protection
from creditors under the bankruptcy laws.  As a consequence, it
is unlikely that investors will receive any return on their
investment in PBI.


PACIFIC GAS: Asks Court to Clear $2.7MM Gas Transport Collateral
----------------------------------------------------------------
PG&E Gas Transportation Northwest Corporation transports natural
gas supplies that PG&E purchased in Canada in accordance with a
Firm Transportation Service Agreement dated October 26, 1993.
GTN transports the gas supplies through its pipeline located at
the border of British Columbia in Canada and Idaho to the
Oregon-California border, where the pipeline connects with
PG&E's California transmission system.  GTN is a subsidiary of
PG&E National Energy Group Inc., a wholly owned subsidiary of
PG&E Corporation.

Under the Service Agreement, GTN provides PG&E with 609,968
decatherms per day of transportation.  In turn, PG&E pays GTN a
fixed monthly fee to reserve the right to use the 609,969-
decatherm daily transportation capacity.  PG&E also pays GTN
volumetric fees based on actual quantities transported each
month.  The monthly reservation fee is currently fixed at
$4,600,000.

Pursuant to a tariff approved by the Federal Energy Regulatory
Commission, "shippers" contracting gas transportation services
with GTN that are or become solvent, like PG&E, are obligated to
establish their creditworthiness as a condition for GTN's
continued performance under the transmission agreements.
Shippers who fail to meet the creditworthiness requirements have
the option of providing a guarantee of financial performance or
security acceptable to GTN.

As a result of the downgrading of PG&E's credit rating in
January 2001, GTN compelled PG&E to provide an $11,400,000
collateral for its performance under the Service Agreement.  The
amount represented three months of fixed reservation fees as
well as three months of estimated volumetric fees at rates in
effect at that time. On November 1, 2002, GTN increased the
reservation rate by 930,000 per month making the $11,400,000
that PG&E previously deposited insufficient to cover three
months of fees under the Agreement.  GTN then asked an
additional $2,783,457 to be deposited.

PG&E now seeks the Court's authority to incur $2,783,457 in
postpetition secured debt in GTN's favor.  The financing will
allow PG&E to continue to serve its gas customers by obtaining
necessary natural gas transportation services.  PG&E relates
that, since 1961, it has utilized GTN to transport natural gas
supplies purchased in Canada.  The Canadian gas supplies
compromise 70% of PG&E's natural gas portfolio, from which it
serves more than 3,000,000 core gas customers.

PG&E asserts that the additional collateral amount is
reasonable. The amount is calculated to cover three months of
fees under the Service Agreement. (Pacific Gas Bankruptcy News,
Issue No. 53; Bankruptcy Creditors' Service, Inc., 609/392-0900)


PACIFICARE HEALTH: Names Dominic Ng & Charles Rinehart to Board
---------------------------------------------------------------
PacifiCare Health Systems Inc. (Nasdaq:PHSY), has appointed
Dominic Ng and Charles R. Rinehart to its board of directors.

Ng is chairman, president and CEO of East West Bancorp Inc.
Rinehart was most recently chairman and chief executive officer
of H.F. Ahmanson & Co., and its principal subsidiary, Home
Savings of America.

PacifiCare's board consists of 11 members, with David A. Reed
serving as chairman.

"Dominic's and Charlie's executive leadership skills and CEO
experience in financial services as well as in philanthropic
endeavors will be tremendous assets to PacifiCare as we continue
our transition into a consumer health organization," said Reed.

Ng has served as president and CEO of East West Bancorp since
1992 and became its chairman in 1998. East West Bancorp's wholly
owned subsidiary, East West Bank, is the third-largest
independent commercial bank based in Southern California and the
leading financial institution serving the growing Chinese-
American market.

Before joining East West Bancorp, Ng was president of Seyen
Investment. Ng, a certified public accountant, also headed the
Chinese Business Services Group and served in the Health Care
Industry Group for Deloitte & Touche.

Ng currently serves on the board of directors of ESS Technology
Inc., and as a member of the board of visitors of The Anderson
School at UCLA. He is also a board member of the Committee of
100, a nationwide Chinese-American group. Ng previously served
as the campaign chairman of the United Way of Greater Los
Angeles.

Ng has received numerous awards in the professional and
philanthropic communities including the 2001 Ernst & Young
Entrepreneur of the Year in Financial Services. Born in Hong
Kong, he received his bachelor's degree in business
administration from the University of Houston.

Rinehart joined H.F. Ahmanson in 1989 and was quickly named
president and chief operating officer. He was named CEO of H.F.
Ahmanson as well as chairman and CEO of its subsidiary, Home
Savings of America, in 1993. He was named chairman of H.F.
Ahmanson in 1995. Previously, he served as president and CEO of
Avco Financial Services Inc. He began his career with Fireman's
Fund, a subsidiary of American Express Co., and was promoted to
executive vice president.

Rinehart currently sits on the board of directors of UnionBanCal
Corp., and formerly served on the boards of directors of the
Federal Home Loan Bank of San Francisco, Kaufman & Broad Home
Corp. and the Los Angeles World Affairs Council. In addition, he
serves on the Advisory Committee of Drug Use is Life Abuse and
previously was a member of the Tustin Public Schools Foundation
Campaign Committee.

Rinehart is a fellow of the American Society of Actuaries. He
graduated from the University of San Francisco with a degree in
mathematics and served in the U.S. Army as a member of the 82nd
Airborne Division.

"We are very enthused about the expertise of PacifiCare's new
directors," said Howard G. Phanstiel, president and chief
executive officer of PacifiCare. "We were especially interested
in finding current or former CEOs-directors with financial
expertise, experience in regulated consumer businesses and
experience in managing either turnaround or high growth
companies. Dominic and Charlie were the perfect fit."

PacifiCare Health Systems serves more than 3 million health plan
members and approximately 9 million specialty plan members
nationwide with annual revenues of more than $11 billion.
PacifiCare is celebrating its 25th anniversary as one of the
nation's largest consumer health organizations, offering
individuals, employers and Medicare beneficiaries a variety of
consumer-driven health care and insurance products.

Specialty operations include behavioral health, dental and
vision, life insurance and complete pharmacy and medical
management through its wholly owned subsidiary, Prescription
Solutions. More information on PacifiCare Health Systems is
available at http://www.pacificare.com

                        *      *      *

As reported in Troubled Company Reporter's December 4, 2002
edition, Standard & Poor's assigned its 'B' rating to PacifiCare
Health Systems Inc.'s $125 million 3% convertible subordinated
debentures, which are due in 2032 and are being issued under SEC
Rule 144A with registration rights.

Standard & Poor's also said that it revised its outlook on
PacifiCare to stable from negative.

"The rating is based on PacifiCare's good business position as a
regional managed care organization and improved earnings
performance," said Standard & Poor's credit analyst Phillip C.
Tsang. "Offsetting these strengths are PacifiCare's marginal
capitalization and high percentage of goodwill in its capital."
PacifiCare expects to use the net proceeds from the issue to
permanently repay indebtedness under its senior credit facility,
with the remainder for general corporate purposes.


PALLET MANAGEMENT: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Lead Debtor: Pallet Management Systems, Inc.
             2855 N. University Drive #510
             Coral Springs, Florida 33065

Bankruptcy Case No.: 03-21040

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Pallet Management Systems of Indiana       03-21041
      Abell Lumber Corporation                   03-21042
      Pallet Management Systems Of Illinois      03-21043

Type of Business: The Company is a leader in total solutions
                  for pallet and other transport packaging
                  requirements and offers a wide variety of
                  products and services, from pallet
                  manufacturing, to reverse distribution of
                  transport packaging assets.

Chapter 11 Petition Date: February 14, 2003

Court: Southern District of Florida (Broward)

Judge: Raymond B. Ray

Debtors' Counsel: Craig P. Rieders, Esq.
                  Genovese Joblove & Battista, P.A.
                  100 SE 2 St #3600
                  Miami, FL 33131
                  Tel: 305-349-2300

Total Assets: $9,189,151 at Sept. 28, 2002

Total Debts: $7,114,307 at Sept. 28, 2002


PANACO: Files Plan and Disclosure Statement in Southern Texas
-------------------------------------------------------------
Panaco, Inc., filed its Plan of Reorganization and the
accompanying Disclosure Statement with the U.S. Bankruptcy Court
for the Southern District of Texas.  A full-text copy of the
Debtor's Disclosure Statement (with the Plan attached as an
exhibit) is available for a fee at:

  http://www.researcharchives.com/bin/download?id=030218022524

The Plan provides for the continuation of Panaco's on-shore oil
and gas business operations. The summary for the classification
and treatment of Claims and Equity Interests under the Plan are:

Class     Treatment                        Est. Recovery

1         Unimpaired;                      100%
Non-Tax   Holder shall receive
Priority  (i) amount of Allowed Claim
Claims    in one Cash payment; or
          or (ii) other treatment as
          agreed in writing by the
          Debtor and holder of Claim.

2         Impaired;                         100%
Foothill  will receive an assignment by
Secured   the Debtor of all the Debtor's
Claim     right, title and interest in
          and to the Foothill Assets.

3         has, or is deemed to have, an    will receive
Other     allowed Secured Claim to the     either:
Secured   extent of the value of its       (a) a conveyance
Claims    Collateral.                      of such Creditor's
                                           Collateral in full
                                           satisfaction of
                                           such Claim;
                                           (b) in Cash in an
                                           amount equivalent
                                           to the full amount
                                           of such Claim;
                                           (c) deferred Cash
                                           payments for 5
                                           years plus interest
                                           at 105/8% per annum,
                                           and
                                           (d) such other
                                           treatment as may
                                           be agreed to by
                                           such Creditor and
                                           the Debtor.

4         Impaired;                         80%
High      20% of the Bondholder Claims
River     will be cancelled and
Bondhol-  exchanged if Class 5 votes to
der       accept the Plan for either
Claims    (x) 100% of the equity
              interests; or
          (y) a Pro Rata amount
              of the equity interests

5         Impaired;                         15%
Gen.      If Holders vote to accept the
Unsecured Plan, will be treated as:
Claims    a) Each creditor will assign
          its claim to High River in
          exchange for High River
          Creditor Payments;
          b) will receive a Pro Rate
          beneficial interest in the
          Creditors' Trust.
          If Holders vote to reject the
          Plan, will be treated as:
          a) 20% of Allowed Amount will
          be cancelled and exchanged
          for a Pro Rate beneficial
          interest in the Creditors'
          Equity Interest;
          b) the remaining 80% will be
          exchange for a Pro Rata bene-
          ficial interest in the Cre-
          ditors' Notes.

Panaco, Inc., is in the business of selling oil and natural gas
produced on properties it leases to third party purchasers. The
Company filed for chapter 11 protection on July 16, 2002 (Bankr.
S.D. Tex. Case No. 02-37811).  Monica Susan Blacker, Esq., at
Neligan Stricklin LLP represents the Debtor in its restructuring
efforts. When the Debtor filed for protection from its
creditors, it listed $130,189,000 in assets and $170,245,000 in
debts.


PAXSON COMMS: Closes on $35 Million Station Sale to Univision
-------------------------------------------------------------
Paxson Communications Corporation (AMEX:PAX) has completed the
sale of its television station KPXF, Channel 61, serving Fresno,
California, to Univision Communications, Inc. (NYSE:UVN), the
nation's 55th largest market. The company received cash proceeds
of $35.0 million. PAX has replaced its coverage with cable and
satellite in the Fresno market.

Paxson's Chairman and CEO, Lowell "Bud" Paxson, commented, "Our
recent station sales clearly demonstrate the significant
underlying value of our television station assets. The premiums
we've received continue to support my belief that the company's
inherent worth far exceeds current market valuations. Having
executed agreements for $85 million of our $100 million
liquidity plan, and with no maturing securities until 2006, we
have put the company in a position of strength as we work with
Bear Stearns to explore strategic opportunities for our
company."

Paxson Communications Corporation owns and operates the nation's
largest broadcast television distribution system and PAX TV,
family television. PAX TV reaches 88% of U.S. television
households via nationwide broadcast television, cable and
satellite distribution systems. PAX TV's original series
include, "Sue Thomas: F.B.Eye," starring Deanne Bray, "Doc,"
starring recording artist Billy Ray Cyrus and "Just Cause"
starring Richard Thomas and Elizabeth Lackey. Other original PAX
series include "It's A Miracle" and "Candid Camera." For more
information, visit PAX TV's Web site at http://www.pax.tv

                         *    *    *

As previously reported in Troubled Company Reporter, Standard &
Poor's placed its single-'B'-plus corporate credit and other
ratings, on TV station and network owner Paxson Communications
Corp., on CreditWatch with negative implications. The action
follows the West Palm Beach, Florida-based company's lowered
guidance for its 2002 second quarter, which includes relatively
flat revenue and reduced earnings. Paxson has about $858 million
in debt outstanding.


PC LANDING: Signs-Up Morrison & Foerster as Special Counsel
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware gave its
stamp of approval to PC Landing Corp., and its debtor-
affiliates' request to employ and retain Morrison & Foerster LLP
as Special Counsel.

The Debtors will employ Morrison & Foerster to assist the
Debtors in the negotiation of postpetition operations and
system-related contracts, including providing analysis of the
representations and warranties in any sale agreement related to
the Debtors' Japanese assets and related legal issues.

Morrison & Foerster have significant experience and knowledge in
the field of domestic and international telecommunications
services and transactions.  Thus, the Debtors believe that
Morrison & Foerster is well suited to represent the Debtors'
interests in this case.

The attorneys and paraprofessionals presently anticipated to be
the persons primarily involved in providing the services to the
Debtors and their current standard hourly rates are:

     Partners
     --------
     Carl R. Steen           $475 per hour
     Charles Comey           $420 per hour

     Associates/Of Counsel
     ---------------------
     Jennifer Richter        $360 per hour
     Jude Leblanc            $295 per hour
     Uki Uwatoko             $360 per hour

     Legal Assistants
     ----------------
     Kellie Davidson         $160 per hour
     Frank Jackson           $150 per hour

Other Morrison & Foerster attorneys and paralegals may from time
to tune perform services on behalf of the Debtors in this
matter.  Morrison & Foerster will be providing professional
services to the Debtors under its ordinary rate schedules, which
range from:

          attorneys                    $215 to $675 per hour
          legal assistants and
            other professional staff   $ 80 to $210 per hour

PC Landing Corporation and its debtor-affiliates, own and
operate one of only two major trans-Pacific fiber optic cable
systems with available capacity linking Japan and the United
States.  The Debtor filed for chapter 11 protection on July 19,
2002 (Bankr. Del. Case No. 02-12086). Laura Davis Jones, Esq.,
at Pachulski Stang Ziehl Young & Jones, represents the Debtors
in their restructuring efforts.  When the Debtors filed for
protection from its creditors, it listed an estimated assets of
over $10 million and estimated debts of more than $100 million.


PRIME GROUP: Enters $32MM Lease Termination Pact with Andersen
--------------------------------------------------------------
Prime Group Realty Trust (NYSE:PGE) and Arthur Andersen LLP have
entered into an agreement terminating Andersen's lease for
579,982 square feet contained in the Company's office property
located at 33 West Monroe Street, Chicago, Illinois. Andersen is
paying the Company a $32.4 million lease termination fee. In
addition, Andersen has paid rent for January, 2003. The Company
has agreed to use the lease termination fee and certain
additional funds derived from the property, to repay
indebtedness of $7.0 million, and to place $26.56 million in
escrow with the first mortgage lender to be used by the Company
for property operating and retenanting costs.

In connection with the termination of Andersen's lease, the
Company has entered into new leases for an aggregate of 61,114
square feet, with 19,450 square feet being leased to Shipnow,
Inc. for an approximately ten year term, and the remaining
41,574 of space being leased to two tenants for terms of
approximately two years.

"We believe that this advantageous settlement with Andersen
allows us to aggressively release this space, which was
previously leased to Andersen at below-market rents." stated
Stephen J. Nardi, the Company's Chairman of the Board. Mr. Nardi
added, "This settlement with Andersen enables the Company to
repay indebtedness and escrow funds for future leasing costs
relating to the property. We feel it is yet another positive
step by the Company in its continuing efforts to create value
for its shareholders."

Prime Group Realty Trust is a fully-integrated, self-
administered, and self-managed real estate investment trust
(REIT) that owns, manages, leases, develops, and redevelops
office and industrial real estate, primarily in metropolitan
Chicago. The Company owns 15 office properties, including the
recently completed Bank One Corporate Center in downtown
Chicago, containing an aggregate of 7.8 million net rentable
square feet and 30 industrial properties containing an aggregate
of 3.9 million net rentable square feet. In addition, the
Company owns 202.1 acres of developable land and joint venture
interests in two office properties containing an aggregate of
1.3 million net rentable square feet.

As reported in Troubled Company Reporter's February 10, 2002
edition, Prime Group Realty Trust's Board of Trustees, after
evaluating the proposal with its financial advisors, determined
that it was not interested in pursuing the previously announced
recapitalization proposal presented to the Company by Northland
Capital Partners, L.P., Northland Capital Investors, LLC, NCP,
LLC and Northland Investment Corporation.

The Board instead decided that it would continue to pursue the
Company's other strategic alternatives at this time, including
but not limited to, a sale, merger or other business combination
involving the entire Company. The senior management of the
Company then informed Northland of the Board's determination
after which Northland sent a letter to the Company stating that
it was terminating all discussions and negotiations relating to
a possible negotiated transaction.

Last year, the Company faced the risk of involuntary bankruptcy
due to the potential redemption of $40 million of PGE's
Preferred A shares.


RADNOR HOLDINGS: S&P Keeps Watch on B- Corporate Credit Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B-' corporate
credit rating on Radnor Holdings Corp., on CreditWatch with
positive implications following the company's recently announced
debt refinancing plan, which is expected to improve its
liquidity position and relieve refinancing pressures.

Standard & Poor's said that at the same time it has assigned its
'B-' rating to Radnor's proposed $135 million senior notes due
2010. The rating was placed on CreditWatch with positive
implications.

Radnor, Pennsylvania-based Radnor produces polystyrene foam
disposable cups and containers for the U.S. market and expanded
polystyrene resins in the U.S. and Europe. The company had
outstanding debt of about $215 million as of Dec. 31, 2002.

The company's refinancing plan is expected to be completed by
the end of the first quarter of 2003. "Standard & Poor's expects
that if the refinancing is completed as planned, it will raise
Radnor's corporate credit rating to 'B+' from 'B-' and its
senior unsecured rating to 'B' from 'B-' and will remove all
ratings from CreditWatch," said Standard & Poor's credit analyst
Liley Mehta. "These actions would reflect the meaningful
enhancement to Radnor's financial flexibility, and recognize
the improvement in the company's financial performance."

Standard & Poor's said that it will monitor developments and
will resolve the CreditWatch upon successful completion of the
debt refinancing plan.


RAINBOW MEDIA: S&P Rates $280 Million Secured Bank Loan at BB+
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB+' rating to
diversified media company Rainbow Media Holdings Inc.'s $280
million secured bank loan facilities. RMHI is a wholly owned
subsidiary of Bethpage, New York-based cable operator
Cablevision Systems Corp.

Standard & Poor's also assigned its 'BBB-' rating to $70 million
of secured bank facilities available to three subsidiaries of
RMHI: American Movie Classics Co., The Independent Film Channel
LLC, and Women's Entertainment LLC. At the same time, a 'BB'
corporate credit rating was assigned to both RMHI and
AMC/IFC/WE.

Standard & Poor's also affirmed its 'BB' corporate credit
ratings on Cablevision and funding entity CSC Holdings Inc. The
outlook is negative. At December 31, 2002, Cablevision had about
$6.4 billion of total debt outstanding, excluding collateralized
debt. It also had $1.5 billion of preferred stock outstanding.

"The ratings on the new bank loan facilities reflect strong
recovery prospects, given the high degree of value ascribed to
AMC, IFC, and WE, coupled with residual value of RMHI's other
operations, including its ownership interest in the New York
Knicks and New York Rangers sports teams, and regional and
national sports partnerships with Fox Sports Network," Standard
& Poor's credit analyst Catherine Cosentino said.

The newly rated bank loans consist of $70 million of facilities
available to AMC, IFC, and WE: a six-year $45 million revolving
credit facility and a $25 million six-year term loan B. The
AMC/IFC/WE facilities are secured by a first lien on the assets
of the borrowers, and represent the only material borrowing at
these subsidiaries. Given the level of cash flow generated by
these three businesses, the degree of asset coverage of the
fully drawn $70 million of bank facilities is very solid, at a
double-digit range of coverage. This high degree of protection
provides the basis for rating these bank loans two notches above
the 'BB' consolidated corporate credit rating of Cablevision to
'BBB-'.

Standard & Poor's has also rated $280 million of facilities
available to Rainbow Media Holdings Inc.: a six-year $180
million revolving credit and a six-year $100 million term loan
B. The $280 million of facilities at RMHI are secured by a lien
on all assets of RMHI and guarantors, other than AMC/IFC/WE, as
well as a first lien on RMHI's 80% equity interest in
AMC/IFC/WE. Given the extremely limited levels of debt at
AMC/IFC/WE, the residual value available to RMHI, net of the 20%
minority ownership, is fairly high. Value has also been ascribed
to such assets as Rainbow's share of Madison Square Garden
assets net of debt at these entities, as well as Rainbow's
various partnerships with Fox Sports Network.

"Although these assets do not provide as much protection to RMHI
as is provided to the lenders to AMC/IFC/WE, the degree of
over-collateralization of the fully drawn facilities at RMHI
provides sufficient recovery prospects to enable the ratings on
these facilities to be one notch above the 'BB' consolidated
corporate credit rating of parent Cablevision, at 'BB+'," Ms.
Cosentino said.


RAND MCNALLY: Wants to Continue Fried Frank's Retention
-------------------------------------------------------
Rand McNally & Company and its debtor-affiliates ask for
approval from the U.S. Bankruptcy Court for the Northern
District of Illinois to retain Fried Frank Harris Shriver &
Jacobson as attorneys.

Fried Frank has represented Rand McNally on general corporate
matters for several years.  Fried Frank's bankruptcy and
restructuring attorneys have developed familiarity with the
Debtors' assets, affairs and businesses. Fried Frank will
provide its expertise with respect to bankruptcy-related issues
and will act as general bankruptcy counsel for the Debtors.
Fried Frank will also provide services in a variety of other
areas as to which it has expertise, including, but not limited
to, corporate, tax, litigation, real estate and ERISA and other
employee benefits areas.

The Debtors want Fried Frank to continue:

     a) providing legal advice with respect to the Debtors'
        powers and duties as debtors and debtors in possession
        in the continued operation of their businesses and
        management of their properties, including with respect
        to general corporate, tax, litigation, real estate and
        ERISA matters;

     b) taking necessary action to protect and preserve the
        Debtors' estates, including the prosecution of actions
        on behalf of the Debtors and the defense of actions
        commenced against the Debtors;

     c) preparing, presenting, and responding to, on behalf of
        the Debtors, as debtors in possession, necessary
        applications, motions, answers, orders, reports and
        other legal papers in connection with the administration
        of their estates in these cases;

     d) negotiating and preparing on the Debtors' behalf any
        modifications to the Debtors' Plan, Disclosure
        Statement, and all related agreements and/or documents,
        and take any necessary action on behalf of the Debtors
        to obtain confirmation of such the Plan;

     e) performing any other necessary legal services for the
        Debtors, as debtors in possession, in connection with
        these chapter 11 cases.

Additionally, Fried Frank will consult with the Debtors'
management and other advisors in connection with:

     (i) any potential transaction involving the Debtors and

    (ii) the operating, financial and other business matters
         relating to the ongoing activities of the Debtors.

If a creditors' committee is appointed, Fried Frank will, to the
extent requested, attend and participate in creditors' committee
meetings. Fried Frank has indicated a willingness to act on
behalf of the Debtors.

The current hourly rates that Fried Frank bill their clients
are:

     Partners                $535 - $885 per hour
     Of Counsel              $495 - $685 per hour
     Special Counsel         $480 - $515 per hour
     Associates              $255 - $450 per hour
     Legal Assistants        $130 - $195 per hour

Rand McNally & Company and its debtor-affiliate are providers of
geographic and travel information in a variety of formats,
including print materials, software products and on the
internet.  The Company filed for chapter 11 protection on
February 11, 2003 (Bankr. N.D. Ill. Case No. 03-06087).  Robert
E. Richards, Esq., at Sonnenschein Nath & Rosenthal represents
the Debtors in their restructuring efforts.  When the Company
filed for protection from its creditors, it listed debts and
assets of over $100 million each.


SAFETY-KLEEN: Seeks Seventh Extension of Solicitation Period
------------------------------------------------------------
Safety-Kleen Corp. and its debtor-affiliates ask Judge Walsh to
extend their exclusive period to solicit acceptances of their
plan for an additional 90 days, or to May 30, 2003.

The Exclusive Periods are intended to give Chapter 11 debtors a
full and fair opportunity to rehabilitate their business and to
negotiate and propose a reorganization plan -- without the
deterioration and disruption of their business that might be
caused by the filing of competing reorganization plans by non-
debtor parties.  This short extension will allow the Debtors to
solicit acceptances of that plan and any amendments to it which
might be filed during the solicitation period without
distraction.

The Debtors say the present plan is made possible because they
have made significant progress towards rehabilitation during the
past year, like streamlining operations and entering into
various outsourcing agreements, including:

(a) entering into a Settlement Agreement with the South Carolina
     Department of Health and Environmental Control that
     resolved significantly all of that entity's claims,
     including its claims to an allowed administrative claim in
     excess of $111 million;

(b) entering into a settlement agreement with Laidlaw, Inc., and
     its affiliated debtors resolving Laidlaw's $6.5 billion
     claim against the Debtors, the Debtors' claims against
     Laidlaw, claims by the Debtors' secured lenders of $6.3
     Billion against Laidlaw, and claims by certain officers and
     Directors of each company against the other company, with
     The result that Safety-Kleen Corporation would be given in
     the Laidlaw plan an allowed general, unsecured claim in the
     amount of $225 million; and

(c) negotiating with the Creditors' Committee and the
     prepetition lenders a settlement of the adversary
     proceeding filed by the Creditors' Committee which sought
     to avoid in excess of $1.8 billion of prepetition liens,
     security interests and transfers as fraudulent conveyances
     under applicable state law.

The Debtors describe these settlements as "the cornerstones" of
the plan.  In addition, the Debtors have:

(1) streamlined operations and entering into various outsourcing
     agreements, including the licensing and installing of
     financial software to improve their operation processes and
     reduce current and future operating costs;

(2) sought and obtained approval of additional postpetition
     financing;

(3) disposed of certain significant assets including the
     divestiture of the Chemical Services Division;

(4) objected to and resolving numerous claims to determine
      the actual amount of allowed claims and the potential
      recovery by the creditors; and

(5) begun the process of relocating their corporate
     headquarters to Dallas, Texas.

Under Section 1121(d) of the Bankruptcy Code, this Court may
extend the Exclusive Periods for cause.  In determining whether
cause exists to extend the Exclusive Periods, this Court may
examine, among others, these factors:

        (a) The size and complexity of the case;

        (b) The existence of an unresolved contingency
            and the need to resolve claims that may
            have a substantial effect on a plan;

        (c) The Debtors' progress in resolving issues
            facing their estates; and

        (d) Whether an extension benefits the Debtors'
            creditors.

The Debtors remind Judge Walsh that a plan is now pending
confirmation, and contend that the requested extension is
entirely justified because they have made significant progress
in resolving the many complex issues facing their estates; these
cases are large and complex; and extension will facilitate their
reorganization and won't prejudice any party-in-interest.
(Safety-Kleen Bankruptcy News, Issue No. 52; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


SLI INC: Wins Interim Approval of $35M Replacement DIP Financing
----------------------------------------------------------------
SLI, Inc., announced that the United States Bankruptcy Court
approved on an interim basis the Company's request to replace
its outstanding secured revolving debtor-in-possession credit
facility with a replacement DIP credit facility of up to $35
million. The replacement DIP credit facility is being provided
by affiliates of M Capital, a New York based private equity
fund, and by a consortium of banks, including Fleet National
Bank. The replacement DIP credit facility will be used to repay
the outstanding balance of the Company's current DIP credit
facility and provide the Company with liquidity in the operation
of its business.

The Company has been operating under chapter 11 protection since
September 9, 2002 (Bankr. Del. Case No. 02-12608). While no
reorganization plan has been finalized, SLI continues to believe
that it is unlikely that there will be any recovery for the
Company's stockholders.

SLI, Inc., based in Canton, MA, is a vertically integrated
designer, manufacturer and seller of lighting systems, which are
comprised of lamps and fixtures. The Company offers a complete
range of lamps (incandescent, fluorescent, compact fluorescent,
high intensity discharge, halogen, miniature incandescent, neon,
LED and special lamps). The Company also offers a comprehensive
range of fixtures. The Company serves a diverse international
customer base and markets, has 35 plants in 11 countries and
operates throughout the world. The Company believes that it is
also the #1 global supplier of miniature lighting products for
automotive instrumentation. For more information, visit the
Company's Web site at http://www.sliinc.com


TALKINGNETS INC: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Lead Debtor: Talkingnets, Inc.
             8619 Westwood Center Drive, Suite 200
             Vienna, Virginia 22182

Bankruptcy Case No.: 03-10784

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Talkingnets Holdings, LLC                  03-10785

Type of Business: The Debtor is a provider of communication
                  services, delivering packet-based telephone
                  services, voice applications and dedicated T-
                  1 Internet access to small and mid-sized
                  businesses.

Chapter 11 Petition Date: February 19, 2003

Court: Eastern District of Virginia (Alexandria)

Judge: Stephen S. Mitchell

Debtors' Counsel: Thomas P. Gorman, Esq.
                  Tyler, Bartl, Gorman & Ramsdell, PLC
                  206 N. Washington Street
                  Suite 200
                  Alexandria, Virginia 22314
                  Tel: 703-549-5000
                  Fax : 703-549-5011

Estimated Assets: $1 to $10 Million

Estimated Debts: $1 to $10 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Cisco Systems Capital Corp. TRADE                     $450,000

Pentech Financial Services  TRADE                     $432,406
Inc.

Broadsoft                   TRADE                      $68,400

Calysto Communications      TRADE                      $31,152

ClearBlue Technologies,     TRADE                      $29,140
Inc.

ADC Telecommunications Inc. TRADE                      $26,000

Trask/Swain Associates, LLC TRADE                      $24,740

Joseph, Mann & Creed        TRADE                      $23,980

CST Co.                     TRADE                      $21,538

Inflow                      TRADE                      $16,056

PriceWaterhouseCoopers      TRADE                      $14,050

XO Communications           TRADE                      $11,577

United Healthcare of the Mid-
Atlantic,Inc.               TRADE                       $8,163

PSINet Transaction          TRADE                       $7,963
Solutions, Inc.

Net IQ Corporation          TRADE                       $7,920

Level (3) Communications    TRADE                       $6,372

ICG Telecom Group, Inc.     TRADE                       $5,423

Department of Tax Admin.    TRADE                       $4,838

Korn Ferry                  TRADE                       $3,201

AT&T                        TRADE                       $3,097


STM WIRELESS: 20 Largest Unsecured Creditors
--------------------------------------------
Debtor: STM Wireless Inc.
        1 Mauchly
        Irvine, California 92618

Bankruptcy Case No.: 03-11289

Debtor's 20 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Amplus Communications       Trade Debt              $1,800,988
Wee Pick Chen                                     (plus $430K
19A Serangdon North Ave. 5                        contingent-
Singapore                                         right of set-
                                                  Off)

BP Solar                    Trade Debt              $1,119,026
Clive Sinnott
2300 N. Watney Way
Fairfield, CA 94533-000

Benchmark Electronics       Trade Debt                $598,858
Steve Colkin
PO Box 200642
Houston, TX 77216-0642

Channel Master, LLC         Trade Debt                $484,998
Steve Juasitus
1315 Industrial Park Drive
Smithfield, NC 27577-6024
Tel: 919-989-1701

Nichimen America Inc.       Trade Debt                $386,530
Glen Beltridge
222 N. La Salle St., #999
Chicago, IL 60601-1010

REMEC Wireless              Trade Debt                $357,912
David Moresh
PO Box 2249
Los Angeles, CA 90051-2249
Tel: 858-505-3690

Excello Circuits            Trade Debt                $279,237
Anel Shah
1924 Nancita Cir.
Placentia, CA 92670

Astornic                    Trade Debt                $183,558

Skystream Networks          Trade Debt                $149,743

Stradling Yocca Carlson     Trade Debt                $108,561

Harmonic, Inc.              Trade Debt                $100,003

Celeritek                   Trade Debt                 $90,957

Codan Pty, Ltd.             Trade Debt                 $70,910

Andrew Corporation          Trade Debt                 $68,960

Amor Electronics            Trade Debt                 $59,794

Cable Harness Systems       Trade Debt                 $51,115

Xicom Technology            Trade Debt                 $48,000

Agilis Communication Tech   Trade Debt                 $45,100
Pte Ltd.

Bayly Communications, Inc.  Trade Debt                 $43,777

Klein & Wilson              Trade Debt                 $41,049


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

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

KPMG's audit report on such financial statements as of and for
the fiscal year ended December 31, 2000 contained a similar
separate paragraph stating:  "The accompanying consolidated
financial statements and related financial statement schedule
have been prepared assuming that the Company will continue as a
going concern. The Company suffered a significant loss from
operations during the year ended December 31, 2000, has a
substantial deficit in working capital and stockholder's equity
at December 31, 2000, had negative cash flow from operations for
the year ended December 31, 2000 and is involved in significant
legal proceedings that raise substantial doubt about its ability
to continue as a going concern."

There were no reportable events (as defined in Regulation S-K
Item 304(a)(1)(v)) during the two most recent fiscal years of
the Company ended December 31, 2002, or the subsequent interim
period through February 10, 2003, except that, in a letter to
the Company's Audit Committee dated April 9, 2001, KPMG reported
that during its audit of the Company's financial statements for
the fiscal year ended December 31, 2000, it noted deficiencies
in internal controls related to the recording of revenue under
the percentage-of-completion method of contract accounting. The
Audit Committee and the Company's management discussed the issue
with KPMG and the Company has authorized KPMG to respond fully
to the inquiries of Tanner concerning the issue.

TenFold provides large-scale software for conducting e-business,
targeting the banking, communications, energy, health care,
insurance, and investment industries. TenFold provides custom
software development, resells the applications it creates, and
provides training and support; services account for 80% of
sales. The company, which is cutting jobs, is selling assets to
focus on its business applications software.


TEREX CORP: Red Ink Flows in Fourth-Quarter & Full-Year 2002
------------------------------------------------------------
Terex Corporation (NYSE: TEX) announced a net loss for the full
year 2002 of $132.5 million, compared to net income of $12.8
million for the full year 2001.

Excluding the impact of special items, net income for the full
year 2002 was $46.8 million, compared to $40.1 million for the
full year 2001. Special items for the full year 2002 include net
charges of $179.3 million (approximately $18 million of which is
cash) and primarily relates to the impact of adopting SFAS No.
141 "Business Combinations" and SFAS No. 142 "Goodwill and Other
Intangible Assets", an extraordinary loss on the retirement of
debt related to the Company's bank refinancings, and
restructuring initiatives at certain business units. Special
items for the full year 2001 include net charges of $27.3
million (approximately $10 million of which was cash) and
primarily relates to a restructuring charge for the
consolidation of eleven facilities and an extraordinary loss on
the retirement of debt.

The Company had a net loss in the fourth quarter of 2002 of
$40.3 million, compared to net income of $1.6 million for the
fourth quarter of 2001. Excluding the impact of special items,
net income for the fourth quarter of 2002 was $5.4 million,
compared to $4.5 million for the fourth quarter of 2001. Special
items for the fourth quarter of 2002 include net charges of
$45.7 million (approximately $20 million of which is cash) and
primarily relates to previously announced restructuring charges
associated with facility and product line rationalizations as a
result of the recent acquisitions of Demag and Genie, facility
rationalizations within the compact equipment businesses and the
decision to exit certain other businesses. Special items for the
fourth quarter of 2001 include net charges of $2.9 million
(approximately $1 million of which was cash) and primarily
relates to an extraordinary loss on the early extinguishment of
debt and restructuring initiatives at certain business units.

"2002 was a year of building a stronger company, setting the
foundation that will allow us to compete and leverage the Terex
franchise globally, and positioning the Company for stronger
growth when the economy recovers," commented Ronald M. DeFeo,
Terex's Chairman and Chief Executive Officer. "2003 will be a
year focused on Company fundamentals, integration of
acquisitions, execution on cost saving initiatives, generation
of free cash flow and debt reduction."

Mr. DeFeo added, "Our fourth quarter performance was reflective
of this internal focus. In the quarter, we generated
approximately $62 million in cash flow from operations and
reduced net debt by approximately $88 million. On the
acquisition front, our integration of Genie and Demag continues
on schedule to deliver the originally targeted $45 million in
annualized cost savings. Genie had substantially met their
target by the time the deal was closed and Demag continues to
aggressively implement its plan. CMI and Atlas, which reported
operating losses for the third quarter of 2002, continue to make
improvements as we aggressively focus on cost controls. CMI
returned to profitability in the fourth quarter and Atlas was
essentially break-even. Our base businesses continued to perform
relatively well on the top line, as net sales increased 6% over
last year's fourth quarter. Operating margin, however, was
negatively impacted during the quarter by the performance of our
Mining group, under absorption related to the extended
manufacturing shut downs in our off-highway truck business and
provisions required for the valuation of certain accounts
receivable due to the impact of general economic conditions on
some of our customers. We expect operating margin in 2003 to
improve as we execute on our cost saving initiatives and put the
one-time costs incurred in 2002 behind us."

Net sales in the Terex Construction group for the fourth quarter
of 2002 increased $109.8 million to $278.1 million, from $168.3
million in the fourth quarter of 2001, driven primarily by the
impact of the acquisitions of Atlas and Schaeff and a 7%
increase in the base businesses. The growth in the base
businesses was led by strong performance within the Powerscreen
and Benford businesses, as well as the continued growth and
market penetration of the Terex loader backhoe. SG&A expenses
for the fourth quarter of 2002 were $27.9 million, or 10.0% of
sales, compared to $13.7 million, or 8.1% of sales, for the
fourth quarter of 2001. Operating profit for the fourth quarter
of 2002 was $14.0 million, or 5.0% of sales, compared to $8.7
million, or 5.2% of sales, for the fourth quarter of 2001. The
slight decrease in operating margins was driven primarily by
under absorption at the off-highway truck business (where
extended shutdowns were used in the fourth quarter of 2002 to
work through finished goods inventory), and the write down of
certain accounts receivable to reflect current market
conditions, offset partially by the performance of acquired
companies.

Net sales in the Terex Construction group for 2002 increased
$462.8 million to $1,195.5 million, from $732.7 million in 2001.
The increase in net sales was driven by acquired companies and
an 8% growth in the base businesses. The growth in the base
businesses is consistent with the trends noted above with
respect to the fourth quarter. SG&A expenses for the year were
$104.9 million, or 8.8% of sales, compared to $53.6 million, or
7.3% of sales, for 2001, reflecting the impact of acquired
companies. Excluding acquisitions, SG&A expenses were 7.8% of
sales in 2002, a slight increase from 2001. Operating profit in
2002 increased $17.0 million to $74.7 million, or 6.2% of sales,
from $57.7 million, or 7.9% of sales, in 2001, reflecting the
impact of acquired companies. Excluding acquisitions, operating
margins were 7.6% of sales for 2002.

"The Terex Construction group had a solid quarter and year,"
commented Colin Robertson, President - Terex Construction. "Our
base businesses performed well, especially given the current
market conditions and the extended shut downs in our off-highway
truck businesses during the fourth quarter. Our marketing
strategy for Terex Compact Equipment seems to be paying off. We
have had some success, particularly in Europe, in marketing
Terex's expanded range of compact equipment, including wheel
loaders, mini-excavators, mini dumpers, rollers and loader
backhoes. The loader backhoe also increased its penetration into
the U.S. market during 2002, and we are looking for similar
results from Terex's other compact equipment in the future. The
Powerscreen group continued to post impressive results,
capitalizing on the trend in the market toward mobile tracked
crushing and screening equipment and away from stationary plants
to increase the customers' flexibility and productivity." Mr.
Robertson added, "We continue to make progress on our
acquisition integration. Schaeff is performing within
expectations and Atlas was essentially break-even for the
quarter. We have several cost reduction initiatives underway at
Atlas and look for this business to be profitable in 2003."

Net sales in the Terex Cranes group for the fourth quarter of
2002 increased $178.7 million to $267.4 million from $88.7
million in the fourth quarter of 2001. Excluding the impact of
the Demag acquisition, net sales for the quarter increased 30%
compared to the fourth quarter of last year. The increase in the
base business was driven by growth in the boom truck business
and the hydraulic crane business in Italy. Also impacting the
year-over-year comparison was the extended shutdowns in the U.S.
hydraulic crane business in the fourth quarter of 2001. SG&A
expenses increased to $20.5 million, or 7.7% of sales, from
$11.1 million, or 12.5% of sales, in the fourth quarter of 2001.
Excluding the impact of acquisitions, SG&A expenses decreased in
dollars and in percentage to 6.8% of sales. Operating profit
increased to $7.3 million, or 2.7% of sales, in the fourth
quarter of 2002 from $3.4 million, or 3.8% of sales, in the
fourth quarter of 2001, due primarily to the impact of
acquisitions. Operating margins during the fourth quarter of
2002 were impacted by acquisitions, the current operating
environment, and the write down of certain accounts receivable
in the base businesses reflecting current market conditions.

Net sales for 2002 increased $226.9 million to $700.8 million
from $473.9 million in 2001, reflecting the impact of acquired
companies and a 7% increase in net sales in the base businesses.
The increase in the base business was driven by growth in the
boom truck business, the U.S. Marine Corps telehandler contract
and the hydraulic crane business in Italy. This increase was
partially offset by continued weakness in the U.S. hydraulic
crane market, which reported double-digit revenue declines in
2002. SG&A expenses in 2002 increased to $50.5 million from
$39.5 million in 2001, however, as a percentage of sales, SG&A
expenses decreased to 7.2% in 2002 from 8.3% in 2001, reflecting
continued emphasis on cost controls. Excluding the impact of
acquisitions, SG&A expenses decreased to 6.7% of sales in 2002.
Operating profit as a percentage of sales decreased to 5.6% in
2002, from 7.3% in 2001, reflecting the impact of acquisitions,
the current competitive environment and the write down of
certain accounts receivable reflecting current market
conditions.

"The full year 2002 performance for the Terex Cranes group
benefited from the geographic and product diversification of our
group," commented Fil Filipov, President - Terex Cranes. "Our
hydraulic crane business in the U.S. continued to experience
double-digit revenue declines in line with industry trends,
which impacted margins in this business, while our hydraulic
crane business in Italy had a very strong year. Our lattice boom
crane business was essentially flat and our boom truck business
continued to show double-digit growth while taking advantage of
ownership changes amongst our competitors. Demag has been a
positive contributor to the group right from the beginning and
has generated over $60 million in cash since the date of
acquisition." Mr. Filipov continued, "We are well on our way to
integrating Demag and remain comfortable with the $20 million in
annualized cost savings announced at the date of the
acquisition. The restructuring we launched in the fourth quarter
for our European crane business is a further step to streamline
manufacturing operations and leverage the Demag acquisition
across the whole Terex Cranes group."

Net sales for the Terex Roadbuilding and Utility Products group
for the fourth quarter of 2002 increased $30.7 million to $136.8
million, from $106.1 million for the fourth quarter of 2001,
driven primarily by the acquisitions of Advance Mixer, Pacific
Utility, and Telelect Southeast. Excluding the impact of
acquisitions, sales decreased approximately 9%, as net sales
declined in the Cedarapids and light construction businesses.
SG&A expenses for the fourth quarter 2002 increased to $16.5
million, or 12.1% of sales, compared to $14.4 million, or 13.6%
of sales, for the fourth quarter of 2001, reflecting the impact
of acquisitions. Excluding the impact of acquisitions, operating
expenses remained flat at $7.1 million. Operating profit for the
fourth quarter of 2002 decreased to $6.6 million, or 4.8% of
sales, from $7.9 million, or 7.4% of sales, for the fourth
quarter of 2001. Excluding the impact of acquisitions, operating
profit for the fourth quarter of 2002 was $4.2 million, or 6.7%
of sales, compared to $4.3 million, or 6.2% of sales, for the
fourth quarter of 2001.

Net sales for the Terex Roadbuilding and Utility Products group
for the full year 2002 increased $196.9 million to $562.4
million, from $365.5 million for 2001, reflecting the impact of
acquired companies. Excluding acquisitions, sales decreased
approximately 15% during 2002, due largely to declines in the
Cedarapids, light construction and utility businesses. SG&A
expenses for 2002 increased to $71.7 million, or 12.7% of sales,
from $40.3 million, or 11.0% of sales, for 2001. Excluding
acquisitions, SG&A expenses as a percentage of sales were 11.0%
for 2002. Operating profit for the full year 2002 increased $7.3
million to $35.4 million, or 6.3% of sales, from $28.1 million,
or 7.7% of sales, for 2001. Excluding the impact of
acquisitions, operating margin was 7.8% for 2002.

"The Terex Roadbuilding and Utility Products group continued to
face challenging markets during the fourth quarter of 2002,"
commented Mr. DeFeo. "Our relentless focus on cost control
returned the CMI business to profitability during the quarter.
However, the CMI and Cedarapids businesses continue to be
negatively impacted by budget issues at the federal, state, and
local levels. We see no relief for these businesses in the short
term and will continue to focus on reducing costs and the
further integration of these businesses." Mr. DeFeo continued,
"The restructuring and facility consolidation initiated in the
third quarter in our light construction business is paying
dividends, as this group reported double digit operating margins
on flat sales in the fourth quarter. This is a business that was
operating basically at break even in the third quarter of 2002."

Mr. DeFeo further stated, "We are very excited about the
investments we made in the distribution network for our utility
business. These investments will not only help grow the
business, but also provide another distribution channel for
other Terex products. We have had some early successes with our
loader backhoes and boom trucks through this distribution
channel, and although we have not planned much in the way of
cross selling benefits in 2003, we see this as a tremendous
opportunity."

The Terex Aerial Work Platforms group is a new business segment
for Terex and represents the results of Genie Holdings, Inc.,
and its subsidiaries since their acquisition by Terex on
September 18, 2002.

Commenting on the fourth quarter performance of the Terex Aerial
Work Platforms group, Bob Wilkerson, President-Terex Aerial Work
Platforms, said, "We are pleased with our performance in the
fourth quarter. Historically, this is our weakest quarter of the
year, but the aggressive implementation of our integration plan
and relentless focus on cost control is beginning to show up in
the results. Our sales for the quarter of $96.2 million
represents a slight increase over the fourth quarter of 2001;
however, our margins improved significantly over the prior
year." Mr. Wilkerson continued, "We remain very excited about
the opportunities of being part of the Terex group and taking
advantage of the best the two companies have to offer. As we
progress with our integration plan we have identified further
cost reduction initiatives. We also see significant
opportunities to cross sell other Terex products through the
Genie sales force and share best practices within the companies
with respect to working capital management and manufacturing
processes."

Net sales for the Terex Mining group for the fourth quarter of
2002 decreased $8.0 million to $74.7 million, from $82.7 million
in the fourth quarter of 2001. The decrease in sales is
primarily attributable to the surface mining truck business, as
the hydraulic shovel business continued to perform as expected.
The decrease in operating profit from $4.1 million in the fourth
quarter of 2001 to a loss of $3.4 million in the fourth quarter
of 2002 was primarily related to service contract issues that
were resolved during the quarter and inventory write downs.

Net sales for the full year 2002 increased $16.8 million to
$282.9 million, from $266.1 million in 2001. The increase in
sales was driven by a strong performance in the hydraulic shovel
business offset partially by continued weakness in the surface
mining truck business. Operating profit for the year declined to
$2.4 million for 2002, compared to $18.4 million for 2001. In
addition to the items mentioned above, the Terex Mining results
for the year were impacted by reduced volume and under
absorption in the mining truck business.

"2002 was a difficult year for Terex Mining," commented Thys de
Beer, President - Terex Mining. "Depressed commodity prices and
above average inventory levels for certain commodities continued
to put pressure on the industry. We made some difficult
decisions in the Mining business during 2002, including the
closure of our Tulsa manufacturing facility. We believe that
these initiatives better position us to improve performance
heading into 2003." Mr. De Beer continued, "We have seen some
recent improvements in orders, driven primarily by the coal
mining industry, and backlog was up over $25 million at the end
of the fourth quarter of 2002 from the third quarter of 2002.
Through our recent actions, we have streamlined our operations
and cost structure for today's business environment. As we head
into 2003, we are looking for substantial improvements in the
profitability of the Mining business as we leverage the cost
savings from outsourcing final assembly of our surface mining
trucks, as well as margin improvements from the resolution of
certain service contract issues which will not repeat themselves
in 2003."

                       Restructuring Update

"We have had significant restructuring activities during 2002,
with pre-tax charges totaling approximately $64 million, as we
have moved to consolidate manufacturing capacity, reduce
overhead, and size our businesses for the current economic
environment," stated Phil Widman, Senior Vice President - Chief
Financial Officer. "With respect to the recently announced
fourth quarter restructuring initiatives of $54 million, we are
aggressively implementing our action plans and remain confident
that we will achieve the $12 million in targeted pre-tax cost
savings for 2003." Mr. Widman continued, "For those
restructuring plans implemented earlier in 2002, we are well on
our way and are beginning to see the positive impact from our
decisions. The closure of our Tulsa manufacturing facility and
transfer of production to a third party contract manufacturer
has gone according to plan. We are on track to achieve $3 to $5
million in cost savings in 2003 from this action and have
shipped our first mining trucks from this outsourced arrangement
at the end of the third quarter of 2002. In the light
construction business, we consolidated manufacturing capacity
into our Rock Hill, South Carolina facility. These actions have
now been completed and we are seeing the benefits starting to
show up in the results for the light construction business in
the fourth quarter of 2002. We believe that the success of our
2003 plan is dependent on remaining focused on the execution of
our cost savings initiatives."

                      Capital Structure

"Cash flow from operations for 2002 was $70.3 million and free
cash flow (cash from operations less capital expenditures) was
$41.1 million," commented Mr. Widman. "While we achieved some
improvement in this area during the fourth quarter, we expect to
build on this momentum in 2003. As a percent of annualized
sales, net working capital is approximately 34%, adjusting for
the 2002 acquisitions. We remain committed to reducing working
capital in 2003 an additional $150 million from the year end
2002 level."

Net debt at the end of the fourth quarter of 2002 decreased
$88.1 million to $1,209.0 million, from $1,297.1 million at the
end of the third quarter of 2002, primarily reflecting working
capital reductions and asset sales. Net debt to book
capitalization at the end of the fourth quarter of 2002 was
61.1%, compared to 57.5% at the end of 2001 and 62.7% at the end
of the third quarter of 2002. Mr. Widman added, "With respect to
our bank covenants, we remain well within our limits for
compliance and our consolidated leverage ratio, calculated in
accordance with our bank credit facility agreement, was below
4.0 times at December 31, 2002."

                           Outlook

"We recently provided detailed forecasts by operating segment
with respect to 2003," commented Mr. DeFeo. "Our main focus in
2003 will be on Company fundamentals. We do not expect any help
from the end markets, but rather see our improvement coming from
acquisition integration, execution on cost saving initiatives,
penetration into new markets for certain product categories, and
debt and working capital reductions." Mr. DeFeo continued, "With
respect to the first quarter of 2003, I expect earnings to be up
20% to 25% compared to the first quarter of 2002 and I
anticipate the first half of 2003 to represent approximately 55%
of full year 2003 earnings. For the full year, I remain
confident of our ability to achieve the targets described in our
recent detailed guidance provided by segment, despite the
current challenging environment."

Terex Corporation is a diversified global manufacturer based in
Westport, Connecticut, with annual revenues of $2.8 billion.
Terex is involved in a broad range of construction,
infrastructure, recycling and mining-related capital equipment
under the brand names of Advance, American, Amida, Atlas,
Bartell, Bendini, Benford, Bid-Well, B.L. Pegson, Canica,
Cedarapids, Cifali, CMI, Coleman Engineering, Comedil, CPV,
Demag, Fermec, Finlay, Franna, Fuchs, Genie, Grayhound, Hi-
Ranger, Italmacchine, Jaques, Johnson-Ross, Koehring, Lectra
Haul, Load King, Lorain, Marklift, Matbro, Morrison, Muller,
O&K, Payhauler, Peiner, Powerscreen, PPM, Re-Tech, RO, Royer,
Schaeff, Simplicity, Square Shooter, Telelect, Terex, and Unit
Rig. Terex offers a complete line of financial products and
services to assist in the acquisition of Terex equipment through
Terex Financial Services. More information on Terex can be found
at http://www.terex.com

                         *     *     *

As previously reported in the Troubled Company Reporter,
Standard & Poor's assigned its double-'B'-minus secured bank
loan rating to Terex Corp.'s proposed $210 million new term loan
C maturing in December 2009. Proceeds from this loan and about
$60 million in Terex common stock will be used to finance the
acquisition of Genie Holdings Inc., for $270 million. In
addition, the double-'B'-minus corporate credit rating was
affirmed on Westport, Connecticut-based Terex, a manufacturer of
construction and mining equipment. Total rated debt is $1.6
billion. The outlook is stable.

The bank loan was rated the same as the corporate credit rating.
The total senior secured credit facility of $885 million is
comprised of a revolving credit facility of $300 million, a term
loan B of $375 million, and the new term loan C of $210 million.
The facility is secured by substantially all of the company's
assets. Under Standard & Poor's simulated default scenario, the
company's cash flows were stressed and the resulting enterprise
value would not be sufficient to cover the entire bank loan in
the event of a default. However, there is reasonable confidence
of meaningful recovery of principal, despite potential loss
exposure.


UNITED AIRLINES: State Street Reports ESOP Securities Ownership
---------------------------------------------------------------
In a regulatory filing with the Securities and Exchange
Commission, the State Street Bank and Trust Company discloses
that in the UAL Corporation's Employee Stock Ownership Plan it
beneficially owns these types and amounts of securities:

    (a) 26,048,210 shares, amounting to 22.7% of the Common
  Stock;

    (b) 1,591,557 shares of Class-II Non-Voting ESOP Convertible
        Preferred Stock, with a conversion ratio of 1 to 4,
        representing 5.5% of the Common Stock;

    (c) 3,660,055 Preferred Shares Class-P, representing 25.4%
        voting power of the Corporation;

    (d) 3,425,946 Preferred Shares Class-M, representing 20.4%
        voting power of the Corporation; and

    (e) 1,367,008 Preferred Shares Class-M, representing 9.2%
        voting power of the Corporation. (United Airlines
        Bankruptcy News, Issue No. 10; Bankruptcy Creditors'
        Service, Inc., 609/392-0900)

United Airlines' 10.670% bonds due 2004 (UAL04USR1) are trading
at about 4 cents-on-the-dollar, DebtTraders reports. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=UAL04USR1for
real-time bond pricing.


UNITED PAN-EUROPE: Court Confirms Chapter 11 Reorganization Plan
----------------------------------------------------------------
UnitedGlobalCom, Inc., (Nasdaq: UCOMA) announced that in
connection with the ongoing recapitalization of its subsidiary
United Pan-Europe Communications N.V., the U.S. court yesterday
confirmed the Company's Chapter 11 Plan of Reorganization. All
classes allowed to vote, voted in favor including: Class 5
(Bondholders) $4,340,584,740.43, representing 99.91% of the
amount voted; Class 6 (UPC Preference Shareholders) $7,114,
representing 100% of the amount voted; Class 8 (UPC Ordinary
Shares A) $234,841,533, representing 99.97% of the amount voted.

Under the Plan, subject to the ratification of the Akkoord in
the Netherlands, approximately $937.5(1) million of Belmarken
Notes, $4,688.2(1) million of UPC Notes, $1.7(1) billion of
convertible preference shares, all of the priority shares and
all of the ordinary shares A, including those represented by
American Depositary Shares, will be converted into new equity of
New UPC, Inc. New UPC will become the holding company for UPC
after the recapitalization.

As previously indicated, UPC intends to seek approval from its
creditors for its restructuring through the district court in
Amsterdam on February 28, 2003 and subsequent ratification of
the Akkoord on March 12, 2003 and remains on track to complete
its restructuring by the end of the first quarter 2003.

UGC is the largest international broadband communications
provider of video, voice, and Internet services with operations
in 21 countries. Based on the Company's aggregate operating
statistics at September 30, 2002, UGC's networks reached
approximately 19.1 million homes and 13.1 million total
subscribers. Based on the Company's consolidated operating
statistics at September 30, 2002, UGC's networks reached
approximately 12.4 million homes and over 8.7 million
subscribers, including over 7.3 million video subscribers,
690,300 voice subscribers, and 700,000 high-speed Internet
access subscribers. In addition, its programming business had
approximately 45.8 million aggregate subscribers worldwide.

UGC's major operating subsidiaries include UPC, a leading pan-
European broadband communications company; VTR GlobalCom, the
largest broadband communications provider in Chile, and Austar
United Communications, a leading satellite and
telecommunications provider in Australia and New Zealand.

NOTE: Except for historical information contained herein, this
news release contains forward-looking statements, which involve
certain risks, and uncertainties that could cause actual results
to differ materially from those expressed or implied by these
statements. These risks and uncertainties include the timing and
outcome of UPC's insolvency proceedings, as well as other
factors detailed from time to time in the Company's filings with
the Securities and Exchange Commission.


US AIRWAYS: ALPA Defends Pilots' Earned Pension Benefits
--------------------------------------------------------
The Air Line Pilots Association, International proceeded with
its legal objection in U.S. Bankruptcy Court to prevent the
unilateral distress termination of the US Airways pilots'
defined benefit pension plan.

ALPA challenged US Airways' assertion that it can first
terminate the pilots' contractual defined benefit plan without
ALPA's consent, and then impose a defined contribution plan into
the pilots' working agreement.

"US Airways pilots have already agreed to annual pay, work rule
and retirement concessions totaling $646 million, enabling US
Airways to proceed with a successful restructuring," said
Captain Bill Pollock, US Airways Master Executive Council
chairman. "By asking the Court to approve a distress termination
without ALPA's consent, and then impose an excessively inferior
pension plan onto the pilot group, US Airways is attempting to
force pilots to bear an unacceptable and unjust burden that
permanently harms pilots' retirement income."

In response to US Airways' motion to seek a distress termination
of the pilots' defined benefit plan, ALPA filed an objection on
February 14 maintaining that this dispute must be resolved
through arbitration under the Railway Labor Act, which governs
airline labor contracts, rather than through the Court. ALPA is
asking the Court to deny US Airways' request to impose the terms
of the proposed pilot defined contribution plan and to deny the
approval of the financial requirements for a distress
termination. ALPA's 40-page objection is available on the US
Airways Pilots Web site at http://www.usairwayspilots.org

ALPA, the world's oldest and largest airline pilot union,
represents 66,000 pilots at 42 carriers in Canada and the U.S.

DebtTraders reports that US Air Inc.'s 10.375% bonds due 2013
(UAWG13USR2) are trading at about 20 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=UAWG13USR2
for real-time bond pricing.


VENUS EXPLORATION: Involuntary Petition Hearing Set for Feb. 27
---------------------------------------------------------------
A hearing in the United States Bankruptcy Court for the Eastern
District of Texas, Beaumont Division, originally scheduled for
January 21, 2003, to consider the involuntary Chapter 11
bankruptcy petition filed against Venus Exploration, Inc., by
certain of its creditors on October 8, 2002, has been
rescheduled for February 27, 2003. The Company has filed a
motion to dismiss and answer in the case, and is continuing to
negotiate with its creditors in an effort to reach an out of
court settlement and dismissal of the bankruptcy.


VENUS EXPLORATION: Completes Sale of Constitution Field Assets
--------------------------------------------------------------
On November 21, 2002, Venus Exploration, Inc., closed on the
sale of a development drilling project in the Hansford Field,
Hansford County, Texas, under which the Company retained a 5%
carried working interest on the first three wells to be drilled,
which interest increases to a 15% working interest after payout
of all costs of the first three new wells to be drilled. The
initial well under this drilling program was drilled to a total
depth of 7,840 feet on February 3, 2003, where production casing
was run to attempt completion in at least 3 different
prospective gas reservoirs which are possibly gas productive
according to evaluation of electric logs and other open hole
data. The Company received net cash proceeds of approximately
$400,000 in connection with the Hansford Field sale.

On January 31, 2003, Venus Exploration, Inc., completed the sale
of its interest in certain leases, lands and wells in the
Constitution Field in Jefferson County, Texas. The purchaser was
Samson Lone Star Limited Partnership. The properties sold
included interests in four wells, together with certain oil, gas
and mineral leases and other agreements relating to properties
located in the Constitution Field. The purchase price of
$2,115,000 was based on arm's length negotiations between the
parties, taking into account a number of considerations,
including the location of the properties, the prices to be paid
for production from those wells, the production rates and the
costs of production. After certain adjustments required pursuant
to the Purchase and Sale Agreement dated January 15, 2003,
between the Company and Samson, the Company received net sales
proceeds of approximately $1,658,000.

The sale to Samson was closed pursuant to an order of the United
States Bankruptcy Court for the Eastern District of Texas,
Beaumont Division. Pursuant to the bankruptcy court's order,
except for approximately $146,000 which was applied by the
Company to the payment of ad valorem taxes, all of the proceeds
from the sale to Samson have been placed in escrow pending
further authorization of the Bankruptcy Court.

Venus Exploration explores for and develops oil and natural gas
in eight US states; its main areas of focus are Louisiana,
Oklahoma, Texas, and Utah. Venus Exploration has total proved
reserves of about 10.8 billion cu. ft. of natural gas equivalent
and a daily net production of 2.4 million cu. ft. of natural gas
equivalent. Production from its more than 300 wells is sold at
the wellhead to oil and gas companies, including its largest
customers, Duke Energy Field Service and Flying J Oil & Gas.


VENUS EXPLORATION: Management and Boardroom Shake-Up Disclosed
--------------------------------------------------------------
John Y. Ames, President, Chief Operating Officer and a Director
of the Company, resigned effective January 31, 2002, from his
positions as the Company's President and Chief Operating
Officer; however, Mr. Ames continues to serve as a Director of
the Company and to perform certain services as a consultant to
the Company.

Effective December 23, 2002, the Board of Directors appointed
Will C. Jones, IV to serve as Director of the Company. Mr. Jones
is the son-in-law of Chairman, Chief Executive Officer and
Director Eugene L. Ames, Jr., and the brother-in-law of Director
John Y. Ames. He is currently a shareholder of Earl & Brown,
P.C. Mr. Jones and Earl & Brown, P.C. provide legal counsel to
the Company. In 2002, the Company paid Earl & Brown, P.C. in
excess of $60,000 for such services.


VERITAS DGC: S&P Rates $250MM Sr. Secured Credit Pact at BB+
------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB+' corporate
credit rating on seismic services provider Veritas DGC Inc.

At the same time, Standard & Poor's assigned ratings to each
tranche of Veritas' $250 million senior secured credit agreement
and withdrew its ratings on the company's senior unsecured notes
due 2003. The outlook is negative.

Houston, Texas-based Veritas has about $195 million of
outstanding debt.

"The transaction strengthens Veritas' financial position,
providing the company with roughly $110 million of liquidity and
an extended debt maturity schedule," said Standard & Poor's
credit analyst Daniel Volpi.

The $250 million senior secured credit facility is comprised of:

     -- $55 million revolving credit facility maturing in 2006,
        which is expected to be undrawn at the transaction
        closing;

     -- $30 million Term-A loan maturing in 2006;

     -- $125 million Term-B loan maturing in 2007;

     -- $40 million Term-C loan maturing in 2008.

The revolving credit facility, Term-A, Term-B, and Term-C loans
have first priority claims on essentially of all the company's
assets. However, the Term-C loan is subordinate in right to
proceeds resulting from a disposition or liquidation in the
event of a default.

Veritas intends to use the $195 million proceeds and current
cash balances to repay roughly $130 million of its outstanding
9-3/4% senior unsecured notes and all amounts outstanding on its
current senior secured credit facility. The company is expected
to have roughly $55 million of cash on hand and full
availability of its $55 million revolving credit facility, which
replaces the current credit facility.


WEA INSURANCE: S&P Hatchets Financial Strength Ratings to BBpi
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its counterparty
credit and financial strength ratings on WEA Insurance Corp., to
'BBpi' from 'BBBpi'.

"This rating action was based on the company's declining surplus
and recent net losses," said Standard & Poor's credit analyst
Allison MacCullough. "Partially offsetting these negative
factors is the company's extremely strong liquidity."

WEA is a Madison, Wis.-based company that commenced operations
in 1985. The company's major line of business is group accident
and health insurance.


WSNET: Denies Entry into Agreements with Kemputech Inc.
-------------------------------------------------------
WSNet(R) has received notification from public newswires that an
entity named Kamputech Inc., has "entered into agreements with
providers to continue service on T-6 and G4R to its customers."

WSNet has not entered into any agreements with Kamputech
regarding this proposed transaction. WSNet has not been able to
confirm the existence of the agreements necessary to provide
continued services as contemplated by Kamputech. WSNet is
confident that in any transition to a new provider, customers
will conduct their normal and customary investigation and due
diligence regarding any such provider to whom they may consider
moving their business.

On Friday, Feb. 14, WSNet filed a series of motions in federal
bankruptcy court necessary to implement WSNet's pending sale of
its analog business and wind-down of operations. Included in
these filings was notice that WSNet has accepted an offer from a
third party to acquire WSNet's C-Band and overlay rights and
customers. The offer is subject to any higher and better bids
received by Feb. 26, and the Bankruptcy Court must approve any
such bids on Feb. 27.

WSNet is trying to make the process of transitioning to the new
provider as seamless as possible. We realize that the timetable
placed upon us by the Bankruptcy Court process is difficult for
our customers. We are working cooperatively with HITS and
Motorola to streamline procedures necessary for transition to a
successor provider.

WSNet will immediately inform customers regarding the successor
company as approved by the bankruptcy court.


* IP Attorney John C. Carey Joins Stroock & Stroock as Partner
--------------------------------------------------------------
John C. Carey, a leading intellectual property and corporate
attorney, has joined the Miami office of Stroock & Stroock &
Lavan LLP as partner, effective February 19, 2003.

Mr. Carey, 35, joins Stroock from Kilpatrick Stockton LLP, where
he was a partner in the firm's intellectual property and
corporate groups. Mr. Carey represents technology-oriented
companies in litigation involving patents, trade secrets,
trademarks and copyrights, and in a variety of transactional
matters, including company formation, venture capital
financings, technology licensing and related commercial
agreements. His achievements in the courtroom include obtaining
one of the largest damages awards in the history of U.S.
trademark law.

Stroock & Stroock & Lavan LLP is a law firm with market
leadership in financial services, providing transactional and
litigation expertise to leading investment banks, venture
capital firms, multinational corporations and entrepreneurial
businesses in the U.S. and abroad. Stroock's practice areas
concentrate in corporate finance, legal service to financial
institutions, energy, insolvency & restructuring, intellectual
property and real estate.


* Large Companies with Insolvent Balance Sheets
-----------------------------------------------
                                Total
                                Shareholders  Total     Working
                                Equity        Assets    Capital
Company                 Ticker  ($MM)          ($MM)     ($MM)
-------                 ------  ------------  -------  --------
Advisory Board          ABCO        (16)          48      (20)
Air Canada              AC       (1,888)       7,816     (821)
Alliance Imaging        AIQ         (79)         658      (25)
Alaris Medical          AMI         (47)         573      129
Amylin Pharm Inc.       AMLN         (3)          63       47
Amazon.com              AMZN     (1,353)       1,990      550
Anteon Int'l. Corp.     ANT          (3)         307       27
Arbitron Inc.           ARB        (169)         127      (17)
Alliance Resource       ARLP        (46)         288      (16)
Actuant Corp            ATU         (44)         295       18
Avon Products           AVP         (46)       3,193      428
Saul Centers Inc.       BFS         (24)         346      N.A.
Big 5 Sporting Goods    BGFV        (23)         252       66
Choice Hotels           CHH        (114)         314      (37)
Campbell Soup Co.       CPB        (114)       5,721   (1,479)
Echostar Comm           DISH       (778)       6,520    2,024
Dun & Brad              DNB         (20)       1,431      (82)
Euronet Worldwide, Inc. EEFT         (8)          61        3
Gamestop Corp.          GME          (4)         607       31
Graftech Int'l          GTI        (307)         797      112
Hollywood Casino        HWD         (92)         553       89
Imclone Systems         IMCL         (5)         474      295
Gartner Inc             IT           (5)         824       18
Jostens                 JOSEA      (540)         375      (40)
Journal Register        JRC         (36)         711      (26)
Kos Pharmaceuticals     KOSP        (58)          83       27
Ligand Pharmaceuticals  LGND        (58)         117       22
Level 3 Comm Inc.       LVLT       (240)       8,963      581
Mega Blocks Inc.        MB          (37)         106       56
Memberworks Inc.        MBRS        (21)         281     (100)
Moody's Corp.           MCO        (304)         505       12
Medical Staffing        MRN         (33)         162       55
MicroStrategy           MSTR        (69)         104       23
MTC Technologies        MTCT          0           26       10
Petco Animal            PETC        (86)         473       68
Proquest Co.            PQE         (45)         628     (140)
Per-Se Tech Inc.        PSTI        (50)         203       24
Qwest Communications    Q        (1,094)      31,228   (1,167)
RH Donnelley            RHD        (111)         296        0
Sepracor Inc.           SEPR       (392)         727      430
St. John Knits Int'l    SJKI        (76)         236       86
Talk America            TALK        (74)         165       36
United Defense I        UDI        (166)         912      (55)
UST Inc.                UST         (47)       2,765      828
Valassis Comm.          VCI         (33)         386       80
Ventas Inc.             VTR         (91)         942      N.A.
Weight Watchers         WTW         (87)         483      (24)
Western Wireless        WWCA       (274)       2,370     (105)

                          *********

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

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

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

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

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

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

                          *********

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

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

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

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

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

                *** End of Transmission ***