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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

             Thursday, April 3, 2003, Vol. 7, No. 66    

                          Headlines

ADELPHIA COMMS: Retains S&P's CVC as Advisor for ML Media Fight
AIR CANADA: S&P Ratchets L-T Rating to D After CCAA Filing
AIR CANADA: Pilots Association Comments on CCAA Filing
AIR CANADA: Employees Issue Statement about CCAA Filing
AIR CANADA: CIBC Remains Committed to Aeroplan Program

AIR CANADA: Airline Passengers Urge Government to Take Equity
AIR CANADA: Enters Into Letter of Intent with Onex Re Aeroplan
AIR CANADA: UAL Assures Customers Flights Will Continue As Usual
ALLIED WASTE: Proposed $300-Mil Senior Notes Rated at BB- by S&P  
ALLIED WASTE: Fitch Rates Senior Notes & Preferreds at BB-/B-

ALPHARMA INC: Declares Regular Quarterly Cash Dividend
AMERICAN AIRLINES: March Systemwide Traffic Decreases 4.8%
AMERICAN AIRLINES: Will Use Grace Periods for Certain Debts
AMR CORP: S&P Keeps Ratings Watch Over Tentative Labor Deals
AMERICAN FINANCIAL: Will Pay Quarterly Dividend on April 25

AMERICA WEST: PAR Investment Discloses 11.4% Equity Stake
AMKOR TECH: S&P Assigns B+ Senior Secured Bank Loan Rating
ANC RENTAL: Seeks to Modify Terms of Brown Brothers' Retention
ARCH COAL: Lists Preferred Stock With New York Stock Exchange
ARGOSY GAMING: Kornitzer Capital Reports 6.6% Equity Stake

AT&T CANADA: Completes Restructuring, Begins TSE/Nasdaq Trading
AVIANCA: Secures Court Okay to Obtain Interim $10.5MM Financing
BERTHEL GROWTH: December 2002 Balance Sheet Upside Down by $301K
BOOTH CREEK: Liquidity Concerns Prompt S&P's Negative Watch
BOOTS & COOTS: Publishes FY 2002 Operating Losses

CALIFORNIA POWER: FERC Approves Reorganization Plan's Features
CHARTER COMMS: December 2002 Working Capital Deficit Tops $772MM
CHART INDUSTRIES: Talking with Lenders to Resolve Debt Defaults
CONSECO FINANCE: Files Chapter 11 Plan and Disclosure Statement
CONTINENTAL AIRLINES: Reports Declining Jet Load Factor in March

CONTINENTAL AIRLINES: Reduces Summer Capacity Outlook
DDI CORP: Continues Debt Workout as Forbearance Pact Expires
DDI CORP: S&P Further Junks Senior Sec. Bank Loan Rating to CC
DIRECTV LATIN: Proposes Compensation Protocol for Professionals
EL PASO ENERGY: Commences Operations of Falcon Nest Platform

ENRON CORP: ENA Inks Pact Selling Contracts to Arctas for $4MM
EQUUS: Delays Form 10-K Filing Until Numbers Can Be Confirmed
EXIDE TECH: McKinsey Settlement Pact Obtains Stamp of Approval
FARMLAND INDUSTRIES: Koch Nitrogen Buying Fertilizer Assets
FLEMING: Corp. Credit Rating Slides to D after Bankruptcy Filing

FLEMING COS: Fitch Gives Default Rating over Chapter 11 Filing
FOAMEX INT'L: William Witter Discloses 7.6% Equity Stake
FOCAL COMMUNICATIONS: Committee Taps Akin Gump as Co-Counsel
FORD MOTOR COMPANY: Reports Decreasing March U.S. Sales
GE COMM'L: S&P Gives Preliminary Ratings to Series 2003-C1 Notes

GENERAL CHEM.: Credit Rating Down to CC on Plans to Miss Payment
GENEVA STEEL: Taps Casey Equipment to Assist in Equipment Sale
GENUITY INC: Brings-In AP Services as Employees Contractor
GLIMCHER REALTY: Completes $150M Permanent Financing for Polaris
GLOBAL CROSSING: Enters into Commitment Letter with Lenders

HARBORSIDE HEALTHCARE: 2002 Balance Sheet Insolvency is at $39MM
HAUSER: Files Voluntary Chapter 11 Petition in C.D. California
HAWAIIAN AIRLINES: Asks to Retain Watson & Company as Actuaries
HORIZON PCS: S&P Cuts Corporate Credit Rating to CCC- from CCC+
HYTEK MICROSYSTEMS: Auditors Raise Going Concern Doubts

KANSAS CITY: S&P Places Low-B Ratings on Watch Negative
KENNY INDUSTRIAL: Looking to AEG as Restructuring Consultants
KMART CORP: Pushing for Approval of Kimco Joint Venture Pact
LEVEL 3 COMMS: Will Release Q1 2003 Results on April 24
LUSCAR ENERGY: BB Corporate Credit Rating Affirmed by S&P

MAGELLAN HEALTH: Seeking Court Nod on Equity Commitment Letter
MISSION RESOURCES: S&P Pulls Credit Ratings Down to CCC+ to CCC-
MTS INC: Reports Declining Revenues in January 2003 Quarter
NAT'L CENTURY: Judge Calhoun Okays Grant Thornton's Retention
NATIONAL STEEL: Asking for Sept. 5 Lease Decision Time Extension

NATIONAL VISION: Reports 2002 Results & $2.9M Sr Note Redemption
OM GROUP: Completes $65 Million Sale of SCM Metals to Hoganas AB
OSE USA: Shareholders' Deficit Widens to $37.4 Mil in Dec. 2002
PACIFIC GAS: King Street Entities Report Equity Interests
PCD INC.: Seeks Permission to Use Fleet's Cash Collateral

PRIME GROUP REALTY: Ernst & Young Airs Going Concern Doubts
PROVIDENT FINANCIAL: Delays Filing Form 10-K After Restatements
QWEST COMMUNICATIONS: Misses 2002 Forms 10-K Filing Deadline
RELIANT: Fitch Revises Watch of CCC+ Sr Debt Rating to Positive
SONICBLUE: D&M Says No Acquisition Agreement on the Table

SPIEGEL: Wants to Continue Using Existing Canadian Bank Accounts
STEINWAY MUSICAL: S&P Puts Low-B Ratings on Watch Negative
TENFOLD CORP: Estimates Profitable Results in First Quarter 2003
TFC ENTERPRISES: Extends Credit Facility With Principal Lender
TFC ENTERPRISES: Executes Merger Pact With Consumer Portfolio

TRENWICK AMERICA: Fails to Pay 6.70% Senior Notes Due April 1
URBAN TV: Auditor Expresses Going Concern Uncertainty
U S LIQUIDS: Lenders Agree to Extend and Modify Credit Facility
U.S. STEEL: Acquiring Serbian Steel Company for $23 Million
UTG COMMS: December Working Capital Deficit Tops $1.8 Million

VELTRI METAL: Net Loss Narrows to $4.5MM in December Quarter
W.R. GRACE: Wants Extension to Oct. 1 to Decide on Leases
W.R. GRACE: Renews $250 Mil. Credit Facility From BofA-Led Group

* DebtTraders' Real-Time Bond Pricing

                          *********

ADELPHIA COMMS: Retains S&P's CVC as Advisor for ML Media Fight
---------------------------------------------------------------
Adelphia Communications, and its debtor-affiliates sought and
obtained the permission from the U.S. Bankruptcy Court for the
Southern District of New York to retain Standard & Poor's
Corporate Value Consulting.  CVC will continue to assist the
Debtors and their counsel as litigation consultants in
Adelphia's Chapter 11 cases, providing litigation consulting
services related to the Debtors' fraudulent conveyance claims
against ML Media, nunc pro tunc to January 10, 2003.

CVC will advise the Debtors and Willkie Farr & Gallagher in
connection with the Debtors' consideration, preparation, and
prosecution of an action to set aside the Recap Agreement on,
among other theories, fraudulent conveyance grounds.  
Specifically, the Debtors will utilize CVC in connection with
these activities:

    -- consideration and drafting of avoidance action pleadings;

    -- discovery on issues pertaining to the avoidance action;

    -- creation of expert reports and analyses; and

    -- trial preparation.

On September 1, 2001, CVC became a business unit of Standard and
Poor's.  The McGraw-Hill Companies, Inc., as the ultimate parent
of CVC, is a multinational company with numerous business units
employing over 15,000 employees in more than 300 locations
around the world.  In addition to providing financial services
through S&P, McGraw-Hill is a leading worldwide provider of
educational materials and professional information as well as
information and media services for millions of businesses and
professionals in the aviation, energy, construction and
healthcare markets.  Some of its well-known brands include
McGraw-Hill Education, BusinessWeek, McGraw-Hill Construction
and Platts.

CVC will seek compensation for its services at its standard
hourly rates, which are based on the professionals' level of
experience plus reimbursement of out-of-pocket expenses incurred
in performing services for the Debtors.  The firm's current
standard hourly rates are:

       Directors                  $550 - 660
       Managers                    440
       Associates                  230 - 330

The professionals who are currently rendering services in these
cases are:

    -- Allen Pfeiffer, Lead Managing Director

    -- Nathan Levin and Warren Hirschhorn, Managing Directors

    -- Michael Vitti, Manager

    -- Susan Del Vecchio and William Hrycay, Senior Associates
(Adelphia Bankruptcy News, Issue No. 31; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


AIR CANADA: S&P Ratchets L-T Rating to D After CCAA Filing
----------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term
corporate credit rating on Air Canada to 'D' from 'B' following
the airline's bankruptcy filing earlier today. At the same time,
the senior unsecured debt rating was lowered to 'D' from 'CCC+'.
The ratings were removed from CreditWatch where they were placed
February 7, 2003.

The bankruptcy filing relates to a number of factors. The
Montreal, Quebec-based airline faced an acclerated deterioration
in its revenue stream subsequent to the onset of the war in
Iraq, and fears related to the SARS virus, particularly in Asia
Pacific markets.

"These events exacerbated Air Canada's already-weakened
operating position related to heightened domestic competition,
depressed business traffic, and increased fuel costs," said
Standard & Poor's credit analyst Kenton Freitag.

The airline had limited access to capital markets and faced
forthcoming debt maturities. Its plans to shore up liquidity
through the partial sale of its Aeroplan division had been
recently delayed. Efforts to achieve cost savings through labor
concessions and government relief related to airport fees,
security charges, and other taxes had been largely unsuccessful.

The company has secured US$700 million of debtor-in-possession
from GE Capital and is expected to attempt to lower its
operating costs and reorganize under bankruptcy protection.

Air Canada's 10.250% bonds due 2011 (AC11CAR1), DebtTraders
reports, are trading at 35 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=AC11CAR1for  
real-time bond pricing.


AIR CANADA: Pilots Association Comments on CCAA Filing
------------------------------------------------------
Captain Don Johnson, President of the Air Canada Pilots
Association (ACPA), commented on Air Canada's filing for
bankruptcy protection under the Companies' Creditors Arrangement
Act (CCAA).

"We are saddened to see our company forced into a CCCA filing by
its mounting financial problems, coupled with the turbulence and
uncertainty facing the air transport industry world wide," said
Capt. Johnson.

Captain Johnson noted that ACPA had been in intense discussions
with the company into the early hours of this morning, and that
ACPA had made significant proposals that would have resulted in
an immediate financial gain for the airline. In addition, ACPA
had offered to continue negotiations to find long-term
productivity gains that would help the Company.

"We are disappointed we could not reach an agreement with the
Company," said Captain Johnson, "...but in the end, the
combination of financial pressures, a depressed market, and
inadequate Government support for the industry, made the
situation inevitable."

Captain Johnson also noted that ACPA has over the past months
made several contract concessions to aid the company, including
extending a work sharing programme and the establishment of a
low cost carrier at reduced wage rates and work rules.

Over the following weeks ACPA will be active in representing the
pilots in the CCAA proceedings and the subsequent restructuring
of the airline.

Captain Johnson: "It is unfortunate that this has happened. But
as we work our way through this difficult process, we are asking
our pilots to remain focused on their primary task... providing
a safe operation for all our passengers and crew."


AIR CANADA: Employees Issue Statement about CCAA Filing
-------------------------------------------------------
CUPE issued the following statement pertaining to Air Canada's
CCAA filing:

On March 31, at 5:00 p.m., Air Canada delivered an ultimatum to
its employees. We had 13 hours to surrender our contractual
rights or the company would proceed to file for bankruptcy
protection.

Robert Milton demanded that we accept:

   - an immediate across-the-board wage cut of 22 per cent
   - a permanent freeze on wages
   - an end to layoff protection

We negotiated through the night to find a resolution. But it was
not possible to accept such a deal. Our members - among the
lowest paid of Air Canada's employees - could not afford to
support their families if their wages were cut by almost a
quarter.

We are not convinced these concessions would lead to the types
of changes that are needed to make Air Canada strong. And we
could get no assurance from the company that were we to accept
these terms it would not file for bankruptcy protection in any
event.

CUPE is committed to making Air Canada a strong, viable
enterprise that serves the public well, treats its employees
fairly and competes on a sustainable basis with major airlines
around the world and within Canada.

As a demonstration of our good faith, we agreed this past year
to allow Air Canada to operate ZIP at wages comparable to those
of WestJet, a move no other employee group has made. This
represents a labour cost saving of $7.8 million each year - a
substantial contribution to the goal of ensuring Air Canada
remains competitive.

Although we disagree with the announced layoff of 600 flight
attendants, it does result in a further cost savings to the
company of $24 million for a total of $32 million from among the
lowest paid of the Air Canada employee groups.

We believe there are other changes that can be made to the way
Air Canada operates that would improve efficiency and service
levels and contribute to the financial health of the company.
But we see no willingness on the part of Mr. Milton and Air
Canada's management to engage in serious discussions to identify
these solutions.

Regrettably, the federal government has made itself complicit in
this avoidable bankruptcy filing. Transport Canada bears great
responsibility for the financial position of Air Canada - having
created an unregulated monopoly at the same time it has promoted
an industry-wide regime of deregulation. Worse still it has
pushed Air Canada down the road to bankruptcy protection by
making its support conditional, offering a $300 million
incentive. This "reign of error" has been disastrous for Air
Canada and for Canadians.

Canadians look to Canada's national carrier to meet their needs
to connect from coast to coast and around the globe. They want a
reliable, affordable full-service operation, serving not only
metropolitan centres but communities large and small. There are
structural costs to providing such a vital service and the
federal government has to get serious about its obligation to
support it.

Air Canada pretends that its employees are at the root of its
problems. We believe that Air Canada management - and federal
inaction - are the root of Air Canada's problems. Nonetheless,
we are prepared to meet with Air Canada and with federal
officials at any time to discuss real solutions to the issues
facing Air Canada.

And we remain convinced that working together in good faith we
can identify a strategy that will make Air Canada a stronger and
more viable airline while defending the legal and contractual
rights of our members.


AIR CANADA: CIBC Remains Committed to Aeroplan Program
------------------------------------------------------
Following the announcement by Air Canada that it will continue
to operate its Aeroplan loyalty program without interruption,
CIBC affirmed that it will continue to work with Air Canada and
Aeroplan to offer Aeroplan Miles through its CIBC Aerogold VISA
card.

"As Air Canada has confirmed, our CIBC Aerogold VISA cardholders
will continue to earn and redeem Aeroplan Miles, as they have
done in the past," says Ernie Johannson, vice president of
marketing and business development, CIBC card products division.
"It is business as usual, with CIBC Aerogold VISA cardholders
using their cards at any of the over 30 million locations
worldwide that accept VISA."

"CIBC has a strong relationship with Air Canada and Aeroplan in
offering Canada's premier reward and loyalty program. We are
committed to continue working with Air Canada and our other
Aerogold partners to allow cardholders to continue to enjoy all
of the convenience, recognition and value that has made Aerogold
the market leader in gold credit cards since 1991," Ms.
Johannson adds.

A leading North American financial institution, CIBC offers more
than eight million personal banking and business customers a
full range of products and services through its comprehensive
electronic banking network, branches and offices across Canada,
in the United States and around the world. Canada's number one
credit card issuer, CIBC offers the most successful co-branded
and loyalty concept cards in the country.


AIR CANADA: Airline Passengers Urge Government to Take Equity
-------------------------------------------------------------
"The Federal Government should help Air Canada by taking an
equity position in the corporation," Michael Janigan, President
of the Canadian Association of Airline Passengers says. "An
equity position can protect taxpayers' investment and allow
taxpayers to benefit when good times return.

"Investing in Air Canada could assist in ensuring traditional
quality of service is protected and that customers in monopoly
or near monopoly routes were not gouged," Janigan says.

"Investing Air Canada is in our national interest. If we do not
protect Air Canada now we'll be risking the livelihoods of
thousands and our ability to provide services to smaller
communities," says Harry Gow, CAAP board member. "The Canadian
aviation industry is, effectively, Bombardier and Air Canada. We
can't stand by and watch it disappear," Gow says.

"In 1989 I thought the privatization of Air Canada was a huge
error," says Howard Pawley, former Premier of Manitoba and
Public Interest Advocacy Centre Board member. "It's a mistake
that we have been paying for ever since. Some good could come
out of the current crisis if Air Canada was returned to
government ownership."

The Canadian Association of Airline Passengers was formed in
1999 as Air Canada purchased Canadian. Its purpose is to protect
consumers. The Association is backed by the Council of
Canadians, Public Interest Advocacy Centre and Transport 2000
Canada.


AIR CANADA: Enters Into Letter of Intent with Onex Re Aeroplan
--------------------------------------------------------------
Onex Corporation (TSX:OCX) says its entered into a letter of
intent with Air Canada relating to a proposed investment by Onex
in Aeroplan.  In conjunction with Air Canada's filing for
protection under the Companies' Creditors Arrangement Act, Onex
and Air Canada agreed to terminate their existing agreement
under which Air Canada had agreed to sell 35% of Aeroplan to
Onex.

Under the terms of the letter of intent, Air Canada has granted
Onex the exclusive right to negotiate an agreement for the
acquisition of a 35% equity interest in Aeroplan. This right has
been approved by the court in Air Canada's initial order under
the CCAA.

Onex and Air Canada remain committed to completing the proposed
Aeroplan transaction and intend to work expeditiously to
finalize an agreement. Under the terms of the agreement to be
entered into by the parties, Onex' investment in Aeroplan would
close on the date on which Air Canada's CCAA plan is implemented
following creditor and court approval.

Onex Corporation is a diversified company with annual
consolidated revenues of approximately $23 billion and
consolidated assets of approximately $20 billion. Onex is one of
Canada's largest companies with global operations in service,
manufacturing and technology industries. Its subsidiaries
include Celestica, Inc., Loews Cineplex Entertainment
Corporation, ClientLogic Corporation, Lantic Sugar Limited,
Rogers Sugar Ltd., Dura Automotive Systems, Inc., J.L. French
Automotive Castings, Inc., MAGNATRAX Corporation, InsLogic
Corporation, Performance Logistics Group, Inc., Radian
Communication Services Corporation and Galaxy Entertainment Inc.
Onex shares trade on the Toronto Stock Exchange under the stock
symbol OCX.


AIR CANADA: UAL Assures Customers Flights Will Continue As Usual
----------------------------------------------------------------
United Airlines (NYSE: UAL) assured its customers travelling on
Air Canada, United's Star Alliance partner, that flights will
continue without interruption while Air Canada restructures its
debt under Canada's Companies' Creditors Arrangement Act (CCAA).
Similar to Chapter 11 protection in the U.S., the act allows Air
Canada to continue with business as usual while it negotiates
with its creditors.

Glenn Tilton, Chairman, President and Chief Executive Officer of
UAL said, "United customers travelling on Air Canada will see no
disruptions in their plans. Air Canada will continue to have
normal operations and will serve all of our Star Alliance
customers' travel needs. These are difficult times for the
airline industry worldwide, but we believe that Air Canada has
the strength and determination to meet its current challenges
and emerge from bankruptcy protection as a stronger, more
competitive alliance partner."

Air Canada's CCAA filing and restructuring will not affect the
company's ability to operate in the U.S. or internationally.
Code-share flights operated by Air Canada in cooperation with
United will continue as usual.


ALLIED WASTE: Proposed $300-Mil Senior Notes Rated at BB- by S&P  
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' rating to
the proposed $300 million senior notes due 2013 of Allied Waste
North America Inc., guaranteed by its parent, Allied Waste
Industries Inc. (BB/Stable/--), and subsidiaries of AWNA.

Standard & Poor's also assigned its 'BB' rating to AWNA's $3
billion new senior secured credit facilities that will replace
the existing $3.675 billion facilities.

In addition, Standard & Poor's assigned its 'B' rating to Allied
Waste's proposed 6 million shares (proceeds of about $300
million) Series C senior mandatory convertible preferred stock
that automatically converts into Allied Waste's common stock in
three years.

Standard & Poor's also assigned its preliminary 'BB-' rating to
senior secured debt securities and its preliminary 'B+' rating
to subordinated debt securities filed under Allied Waste's $2
billion SEC Rule 415 shelf registration. The $300 million notes
and preferred stock are drawdowns under the shelf.

At the same time, Standard & Poor's affirmed its existing
ratings, including the 'BB' corporate credit rating on
Scottsdale, Arizona-based Allied Waste. The outlook is stable.
About $8.9 billion of debt is outstanding.

Proceeds of the notes, together with the proceeds from the
preferred stock and proposed common stock offering (about $100
million), will be used to ratably repay portions of tranches A,
B, and C of the term loans under AWNA's existing credit
facility. The notes will be issued on the same basis as AWNA's
existing senior notes and are rated one notch below Allied
Waste's corporate credit rating, reflecting their junior
position compared to the better secured bank facilities.

"The ratings on Allied Waste reflect a strong competitive
business position, offset by a relatively weak, albeit
improving, financial profile," said Standard & Poor's credit
analyst Roman Szuper.

The company is the second-largest solid waste management
participant in the U.S., with 2003 revenues expected to be about
$5 billion. The company provides collection, transfer, disposal,
and recycling services to about 10 million residential,
commercial, and industrial customers in 39 states. A national
network of facilities creates opportunities for modest growth
through internal development, supplemented by tuck-in
acquisitions, focusing on the vertical integration business
model.


ALLIED WASTE: Fitch Rates Senior Notes & Preferreds at BB-/B-
-------------------------------------------------------------
Fitch Ratings has assigned a rating of 'BB' to Allied Waste
Industries' (NYSE: AW) new $3 billion senior secured credit
facility, 'BB-' to the proposed $300 million senior secured
notes, and 'B-' to the new series C mandatory convertible
preferred stock. The Rating Outlook is Stable. The Rating
Outlook was recently revised from Negative, reflecting AW's
steady and healthy debt reduction amid a weak operating
environment that has impacted margins and operating cash
generation. Over the intermediate term, any improvement in
economic conditions should result in margin expansion toward
previous levels.

AW recently announced a number of proposed transactions designed
to improve its capital structure. The plan includes the issuance
of $100 million in common stock, $300 million of mandatory
convertible preferred stock, $300 million of 10-year senior
secured notes, and $150 million of A/R securitization as well as
placement of a $3 billion credit facility. In addition, the
company plans to divest underperforming non-core assets (roughly
$450 million in revenue), which are expected to generate
approximately $300 million of after-tax proceeds during 2003.
These transactions will replace its existing bank credit
facility, improve the maturity schedule, contribute towards debt
reduction, and further support the senior-most debt in the
capital structure. It is expected that operating cash
generation, preferred and common equity issuance, and
divestitures will be used to bring down debt by $1 billion
during 2003. Free cash flow from operations is expected to total
in excess of $300 million in 2003, providing a significant
buffer in the case of further deterioration in the economy.

The new agreement consists of a five-year, $1.5 million revolver
(AW has already received commitments for the entire amount) and
a $1.5 million term loan maturing in 2010. The refinancing plan
significantly extends debt maturities. The new plan will reduce
2004 maturities to $230 million from the previous schedule of
$604 million, 2005 maturities to $84 million from $609 million,
2006 maturities to $755 million from $1.276 billion, and 2007
maturities to $1 million from $806 million. The 2003 debt
maturity of $164 million was paid in January. The improved
liquidity should give the company greater financial flexibility
and the reduced near-term payments are considered manageable
through projected free cash from operations. The company has
consistently demonstrated healthy access to external capital.

AW's EBITDA margin for 2002 slipped below 32% as compared to
slightly over 35% in 2000, with EBITDA falling 2% in 2002 to
$1.753 billion. Excluding 2001 costs associated with
acquisitions and divestitures, 2002 EBITDA fell 9.3%.
Nevertheless, total debt declined to $8.882 billion from $9.260
billion in 2001.

Separately, AW announced a price increase program for both
collection and landfill businesses in an effort to mitigate
effects from increased fuel and other operating costs as well as
continued weakness in the economy. Together with the planned
workforce reduction of 500 employees in April, the company
anticipates to see an EBITDA contribution of $45 million this
year.

The new financing and divestitures plan demonstrates
management's intent to de-lever. A change in Outlook to Positive
may be considered upon successful completion of the announced
transactions, stable operating performance, and meaningful debt
reduction.


ALPHARMA INC: Declares Regular Quarterly Cash Dividend
------------------------------------------------------
Alpharma Inc., announced that its Board of Directors has
declared a regular quarterly cash dividend of $0.045 per common
share.  The dividend is payable April 24, 2003 to all
shareholders on record as of April 11, 2003.

Alpharma Inc. (NYSE: ALO) is a growing specialty pharmaceutical
company with expanding global leadership positions in products
for humans and animals. Uniquely positioned to expand
internationally, Alpharma is presently active in more than 60
countries. Alpharma is the #5 manufacturer of generic
pharmaceutical products in the U.S., offering solid, liquid and
topical pharmaceuticals. It is also one of the largest
manufacturers of generic solid dose pharmaceuticals in Europe,
with a growing presence in Southeast Asia. Alpharma is among the
world's leading producers of several important pharmaceutical-
grade bulk antibiotics and is internationally recognized as a
leading provider of pharmaceutical products for poultry, swine,
cattle, and vaccines for farmed-fish worldwide.

As previously reported, Standard & Poor's Ratings Services
affirmed its 'BB-' corporate credit and senior secured debt
ratings on pharmaceutical company Alpharma Inc., as well as the
company's 'B' subordinated debt rating.  At the same time,
Standard & Poor's affirmed its 'BB-' corporate credit and 'B'
subordinated debt ratings on subsidiary Alpharma Operating Corp.


AMERICAN AIRLINES: March Systemwide Traffic Decreases 4.8%
----------------------------------------------------------
American Airlines reported its systemwide traffic for March
decreased 4.8 percent from March 2002, on a capacity decrease of
1.1 percent.  The system load factor was 71.6 percent, down 2.7
points from a year ago.  International traffic in March was down
3.8 percent year over year on a capacity increase of 4.6 percent
over March 2002.  Domestic traffic was down 5.1 percent year
over year for March on a capacity decrease of 3.2 percent.

American boarded 7.6 million passengers in March, down 8.1
percent from March 2002.

American Airlines Inc.'s 11.110% ETCs due 2005 (AMR05USR30) are
presently trading between 20 to 30 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=AMR05USR30
for real-time bond pricing.


AMERICAN AIRLINES: Will Use Grace Periods for Certain Debts
-----------------------------------------------------------
American Airlines announced that in light of its precarious
financial condition it will be relying on the grace periods
included in certain of its debt and lease obligations while it
continues negotiating restructuring agreements with its various
stakeholders.

The company has reached significant tentative agreements with
its three organized labor unions, a major step forward in
achieving the company's continued preference for a consensual
solution to its financial restructuring.

Still, American's financial condition is weak and its prospects
remain uncertain.  Not only must American Airlines secure
ratification of its new union agreements, but the company
absolutely must secure meaningful concessions from its vendors,
lessors and suppliers.

Given the impact of the continuing war in Iraq and the weak
economic conditions that are negatively impacting both American
and the industry, the days ahead will be difficult and the
success of American's joint efforts is not yet assured.  
However, the company remains optimistic that with meaningful
cooperation from all parties involved in the consensual
restructuring process, American's ability to succeed in these
challenging times is significantly improved.


AMR CORP: S&P Keeps Ratings Watch Over Tentative Labor Deals
------------------------------------------------------------
AMR Corp. (CCC/Watch Dev/--) unit American Airlines Inc.
(CCC/Watch Dev/--) reached tentative concessionary agreements
with all of its unions in a last-ditch effort to avert
bankruptcy. Standard & Poor's Ratings Services said its ratings
on both entities remain on CreditWatch with developing
implications.

"American's tentative agreements with its unions, if ratified
and accompanied by supplier and lessor concessions and new
secured financing being sought, should avert bankruptcy, as long
as the effect of the Iraq war or terrorism does not worsen
significantly," said Standard & Poor's credit analyst Philip
Baggaley. "AMR and American would still be burdened with a heavy
debt load and difficult revenue environment, but the $1.8
billion of labor cost concessions should, over time, narrow its
losses substantially," the credit analyst continued. The
concessions would not all take effect immediately, as savings
from work rule and benefit changes will take time to appear.
Accordingly, it will be important to finalize new secured
financing from the bank group that was also reviewing possible
debtor-in-possession financing of at least $1.5 billion.

Standard & Poor's will review its ratings when the contracts are
voted on by union members and other parts of the restructuring
plan are finalized.


AMERICAN FINANCIAL: Will Pay Quarterly Dividend on April 25
-----------------------------------------------------------
American Financial Group, Inc. (NYSE: AFG) announced that as of
April 1, 2003 it declared a quarterly dividend of $0.121/2 per
share of American Financial Group Common Stock.  The dividend is
payable on April 25, 2003 to holders of record on April 15,
2003.

Through the operations of the Great American Insurance Group,
AFG is engaged in property and casualty insurance, focusing on
specialized commercial products for businesses, and in the sale
of retirement annuities, life and supplemental health insurance
products.

As previously reported, Standard & Poor's Ratings Services
affirmed its triple-'B' counterparty credit and senior debt,
triple-'B'-minus subordinated debt, and double-'B'-plus
preferred stock ratings on American Financial Group Inc.


AMERICA WEST: PAR Investment Discloses 11.4% Equity Stake
---------------------------------------------------------
PAR Investment Partners, L.P., PAR Capital Management, Inc. and
PAR Group, L.P. beneficially own 3,733,300 Class B common stock,
$.01 par value, of America West Airlines, representing 11.4% of
the outstanding Class B common stock of the Airline.  PAR
Investment, PAR Capital and PAR Group hold sole voting and
dispositive power over the Class B common stock held.

Founded in 1983, America West Airlines is the nation's second
largest low-fare airline and the only carrier formed since
deregulation to achieve major airline status.  Today, America
West serves 92 destinations in the U.S., Canada and Mexico.

As previously reported in the Troubled Company Reporter,
Standard & Poor's raised America West's junk corporate credit
rating to 'B-'.

DebtTraders says that America West Airlines, Inc.'s 8.540% ETCs
due 2006 (AWA06USR1) are trading at 27 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=AWA06USR1for  
real-time bond pricing.


AMKOR TECH: S&P Assigns B+ Senior Secured Bank Loan Rating
----------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' senior
secured bank loan rating to Amkor Technology Inc.'s proposed
$200 million credit facility, which consists of a $170 million
term loan due January 2006 and a $30 million revolving credit
facility due October 2005, and affirmed its other ratings on the
company, including the 'B' corporate credit rating. The proposed
credit facility is expected to replace Amkor's existing
facility, and proceeds from the term loan are expected to repay
the company's existing $97 million term loan and reduce other
senior debt.

The West Chester, Pennsylvania-based provider of outsourced
packaging and testing services to semiconductor makers had total
funded debt of about $1.8 billion at December 2002. The outlook
is stable.

Amkor's new $200 million senior secured credit facility is rated
one notch above its corporate credit rating, reflecting a strong
likelihood of full recovery of principal in the event of default
or bankruptcy. A potential default scenario could arise from a
prolonged contraction in Amkor's markets combined with excessive
financial leverage.

The credit facility is contractually senior to all other debt
issues and is secured by a first-priority perfected security
interest in substantially all U.S.-based assets, $50 million in
a pledged cash collateral account, 100% of the stock in the
company that owns Amkor's foreign subsidiaries and its foreign
assets, 65% of the stock in first-tier foreign subsidiaries, and
intercompany notes and guarantees from its subsidiaries.
Advances under the facility are restricted under a net asset
test, which encompasses a minimum ratio of inventory plus
accounts receivable to advances equal to 1.5x. Covenants also
state minimum EBITDA, minimum daily liquidity and maximum
capital expenditures levels.

Standard & Poor's reviewed the company's likely enterprise value
in a distress scenario, as the security consists of assets that
are likely to remain part of a going concern. Standard & Poor's
believes the company's enterprise value in default or bankruptcy
would be sufficient to cover the facility.

Amkor is the largest provider of outsourced packaging and
testing services to semiconductor makers. While Standard &
Poor's view of the long-term outsourcing trend in semiconductor
packaging remains positive, it expects that sequential
improvements in demand will be modest over the near term.

"Expected modest sequential improvements in operating
performance and cash balances provide ratings support," said
Standard & Poor's credit analyst Emile Courtney.

Amkor Technology Inc.'s 9.250% bonds due 2008 (AMKR08USR1) are
presently trading at 99 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=AMKR08USR1
for real-time bond pricing.


ANC RENTAL: Seeks to Modify Terms of Brown Brothers' Retention
--------------------------------------------------------------
Mark J. Packel, Esq., at Blank Rome LLP, in Wilmington,
Delaware, recounts that on March 27, 2002, the Court entered an
Order pursuant to Sections 327 and 330 of the Bankruptcy Code
and Rule 2014 of the Federal Rules of Bankruptcy Procedure
authorizing ANC Rental Corporation and its debtor-affiliates to
employ Brown Brothers as their investment banker, nunc pro tunc,
to December 27, 2001.  On February 26, 2002, the Court entered
an Order approving the employment of Lazard Freres & Co, LLC as
the Debtors' Investment Banker.

In light of Lazard's engagement, Brown Brothers has agreed to
modify terms of its engagement by foregoing all fees to which it
would otherwise be entitled in connection with a transaction
involving the Debtors' United States operations in exchange for
a payment of the Brown Brothers' monthly fee for January and
February 2003, and a $250,000 fee in the event that all of the
Debtors' operations are sold, or a $500,000 fee if the Debtors
sell ANC International.  Lazard's engagement letter also
provides for an additional fee of $150,000 if Lazard provides
testimony in Court.

Lazard has agreed to work solely on a contingency basis, with
payment to be made only in the event of a sale or other similar
transaction.  Although Lazard has agreed that they will market
the Debtors' businesses as a whole, they will not receive a fee
from a transaction involving solely the Debtors' International
or Canadian operations.

Specifically, as provided in the January 31, 2003 letter, the
Debtors and Brown Brothers seek to amend the Engagement Letter
pursuant to these terms:

    A. Paragraph 3 of the Engagement Letter is modified as:

          "Notwithstanding any other provision of the Engagement
          Letter commencing March 1, 2003, the Advisory Fee will
          terminate.  After this date, to the extent ANC
          requests that Brown Brothers professionals attend
          outside or on-site meetings in connection with a
          transaction for ANC's European operations, ANC will
          compensate Brown Brothers at its standard per diem
          rate of $4,000 per professional."

    B. Subsections (a) and (b) of Paragraph 3 of the Engagement
       Letter will be amended and replaced in their entirety:

       1. after the first to occur of a Sale or a restructuring
          of ANC Rental Corporation and Restructuring of
          substantially all of the Company's liabilities, Brown
          Brothers will be paid a Transaction Fee equal to
          $250,000; and

       2. in the event of a Sale of the European operations of
          ANC, Brown Brothers will be entitled to a Transaction
          Fee equal to $500,000. (ANC Rental Bankruptcy News,
          Issue No. 29; Bankruptcy Creditors' Service, Inc.,
          609/392-0900)


ARCH COAL: Lists Preferred Stock With New York Stock Exchange
-------------------------------------------------------------
Arch Coal, Inc. (NYSE: ACI) announced that shares of its 5%
Perpetual Cumulative Convertible Preferred Stock have been
approved for listing on the New York Stock Exchange under the
symbol "ACIPr." Trading commenced Wednesday, April 2, 2003.

As previously announced, dividends on the preferred stock will
be cumulative and will be payable quarterly at the annual rate
of 5% of the liquidation preference. The board of directors of
Arch Coal previously declared a quarterly dividend of $0.625 per
share on the preferred stock. The dividend is payable May 1,
2003, to shareholders of record on April 16, 2003.

On January 31, Arch Coal completed the sale of the preferred
stock, including the underwriters' full over-allotment option of
375,000 shares, at a price of $50.00 per share. Net proceeds of
approximately $139.1 million are being used to reduce
indebtedness under Arch Coal's $350 million revolving credit
facility, to repay lines of credit, and for working capital and
general corporate purposes.

Arch Coal is the nation's second largest coal producer and mines
low- sulfur coal exclusively. Through its subsidiary operations
in West Virginia, Kentucky, Virginia, Wyoming, Colorado and
Utah, Arch provides the fuel for approximately 6 percent of the
electricity generated in the United States.

As previously reported in Troubled Company Reporter, Standard &  
Poor's assigned its 'B+' preferred stock rating to Arch Coal  
Inc.'s $150 million of perpetual cumulative convertible  
preferred stock.

Standard & Poor's said that at the same time it has affirmed its
'BB+' corporate credit rating on the company. The outlook
remains stable.

St. Louis, Missouri-based Arch Coal had approximately $747
million of debt outstanding at Dec. 31, 2002.


ARGOSY GAMING: Kornitzer Capital Reports 6.6% Equity Stake
----------------------------------------------------------
Kornitzer Capital Management, Inc. beneficially owns 1,911,140
shares of the common stock of Argosy Gaming Company,
representing 6.60% of Argosy's outstanding common stock.  
Kornitzer shares voting and dispositive powers over the 6.60% of
common stock held.  Kornitzer Capital Management, Inc. is an
investment adviser with respect to the shares of common stock
for the accounts of other persons who have the right to receive,
and the power to direct the receipt of, dividends from, or the
proceeds from the sale of, the common stock of Argosy Gaming
Company.

The company operates six riverboat casinos on the Ohio,
Mississippi, and Missouri rivers, at Alton, Illinois (serving
St. Louis); Riverside, Missouri (serving Kansas City); Baton
Rouge, Louisiana; Sioux City, Iowa; and Lawrenceburg, Indiana
(near Cincinnati). In 2001 it purchased another location in
Joliet, Illinois, from Horseshoe Gaming. As of September 30,
2002, the company posted total current assets of $76,718,000
against total current liabilities of $133,378,000.


AT&T CANADA: Completes Restructuring, Begins TSE/Nasdaq Trading
---------------------------------------------------------------
AT&T Canada Inc. (TSX: TEL.A, TEL.B; NASDAQ: ATTC, ATTCZ)
announced that it has successfully completed its restructuring
process. As a revitalized and independent public company, AT&T
Canada has the appropriate capital structure in place to support
the Company's long-term growth. Specifically, the Company is
positioned to generate positive income and cash flow, has no
long-term debt and has approximately CDN$139 million in cash on
hand.

Purdy Crawford, Chairman of the Board said, "We are pleased to
have successfully completed our restructuring. AT&T Canada is
now positioned to grow profitably as a highly competitive leader
in the Canadian telecom marketplace.

"Our successful restructuring is the result of the wisdom and
dedication of all those involved in our negotiations, including
our officers, bondholders and their advisors, and would not have
been possible without the strong commitment of all our employees
and the continued support of our customers and suppliers.
Therefore, on behalf of management and the Board, I would like
to thank all parties for their role in reaching this milestone
for AT&T Canada."

"In just five and a half months, we successfully restructured
CDN $4.7 billion in debt while maintaining our revenues and
customer base," said John McLennan, Vice Chairman & CEO. "We are
a leading competitor in every major market across Canada and are
confident about our ongoing competitive strengths given the
important improvements we have made in our customer satisfaction
levels over the past year."

AT&T Canada also announced that its Class A Voting Shares and
Class B Limited Voting Shares began trading on both the Toronto
Stock Exchange and NASDAQ Market System.

"We are tremendously excited about our prospects as a
revitalized and financially sound public company," said Mr.
McLennan. "Going forward, we are committed to building the value
of this enterprise for our new shareholders which will yield
benefits for all of our stakeholders. We are well-positioned to
achieve this goal given our modern technology platform, advanced
services and solutions, extensive national reach, deep customer
relationships with Canada's leading blue chip companies -- and
now, our solid financial foundation."

AT&T Canada also outlined several objectives as part of its
strategic outlook, including generating profitable growth,
strengthening its competitive advantages, and promoting its
capital efficient business model.

"We are committed to building on our momentum and expanding upon
our existing capabilities," said John A. MacDonald, President &
COO. "Specifically, we plan to:

    - Grow our sizeable list of loyal and blue chip private and
      public sector customers;
    - Focus on customer service excellence, responsiveness,
      and agility;
    - Target the large and medium sized customer business
      segments;
    - Offer data and Internet products and services with the
      fastest projected growth rates as part of our customized
      business solutions;
    - Continue working with AT&T Corp. when it is in our
      customers' best interest to do so, and at the same time,
      expand our global reach by partnering with new
      international suppliers; and
    - Launch a new brand identity by September 2003."

The Company will pursue these strategic objectives under the
leadership provided by its highly experienced management team
and with the full support and guidance of its new Board of
Directors, which recently assumed office. As previously
announced, seven experienced and highly regarded business
leaders are joining Messrs. Crawford and McLennan on the Board,
namely: Gerald E. Beasley, William A. Etherington, Deryk I.
King, Ian D. Mansfield, Ian M. McKinnon, Jane Mowat, and Daniel
F. Sullivan.

                   About AT&T Canada

AT&T Canada is the country's largest competitor to the incumbent
telecom companies. With over 18,700 route kilometers of local
and long haul broadband fiber optic network, world class managed
service offerings in data, Internet, voice and IT Services, AT&T
Canada provides a full range of integrated communications
products and services to help Canadian businesses communicate
locally, nationally and globally. AT&T Canada is a publicly
traded company on the Toronto Stock Exchange and the NASDAQ
Market System. Please visit AT&T Canada's web site,
http://www.attcanada.com,for more information about the   
Company.

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


AVIANCA: Secures Court Okay to Obtain Interim $10.5MM Financing
---------------------------------------------------------------
Aerovias Nacionales De Colombia S.A. and Avianca, Inc., secured
an interim nod from the U.S. Bankruptcy Court for the Southern
District of New York to obtain up to $10,500,000 of postpetition
financing from Valores Bavaria S.A., Inversiones Fenicia S.A.,
and Federacion Nacional De Cafeteros De Colombia.  

The Court finds that the Debtors have an immediate and critical
need to obtain funds in order to continue the operation of their
businesses.  Without access to new post-bankruptcy financing,
the Debtors will not be able to pay their payroll and other
direct operating expenses and obtain fuel and services needed to
carry on their businesses during this sensitive period in a
manner that will avoid irreparable harm to the estate and permit
a successful reorganization.  The ability of the Debtors to
finance their respective operations and the availability to it
of sufficient working capital and liquidity through the
incurrence of new indebtedness for borrowed money is vital to
restore the confidence of the Debtors' trade vendors and
suppliers of other goods and services, to their customers and to
the preservation and maintenance of the going concern values of
the Debtors' estates.

The Debtors report that they are unable to obtain the adequate
funds in the form of unsecured credit or unsecured debt
allowable under section 503(b)(1) of the Bankruptcy Code as an
administrative expense.

A Final DIP Financing Hearing to consider the Debtor's request
to obtain up to $18,500,000, is scheduled for April 11, 2003, at
10:30 a.m.  Written objections, if any, must be filed with the
Clerk and served on:

     Smith, Gambrell & Russell, LLP
     1230 Peachtree Street, NE, Suite 3100
     Atlanta, Georgia 30309
     Attention: Ronald E. Barab

on or before April 9, 2003.

Avianca, the oldest airline in the Western Hemisphere, operates
a domestic (Colombia) and international airline passenger
business and carries mail and freight cargo on its domestic and
international routes.  The carrier filed for chapter 11
protection on March 21, 2003 (Bankr. S.D.N.Y. Case No.
03-11678).  Ronald E. Barab, Esq., at Smith, Gambrell & Russell,
LLP and Howard D. Ressler, Esq., at Anderson, Kill & Olick,
P.C., represents the Debtors in their restructuring efforts.  
When the Company filed for protection from its creditors, it
listed estimated debts and assets of more than $100 million
each.


BERTHEL GROWTH: December 2002 Balance Sheet Upside Down by $301K
----------------------------------------------------------------
Berthel Growth & Income Trust I, a Delaware business trust that
has elected to be treated as a business development company
under the Investment Company Act of 1940, was organized on
February 10, 1995. The Trust's Registration Statement was
declared effective June 21, 1995, at which time the Trust began
offering Shares of Beneficial Interest. The underwriting period
was completed on June 21, 1997, with a total of $10,541,000
raised. The Trust is a closed-end management investment company
intended as a long-term investment and not as a trading vehicle.

On May 4, 1998, Berthel SBIC, LLC, a wholly owned subsidiary of
the Trust within the meaning of Section 2(a)(43) of the
Investment Company Act of 1940, received a license to operate as
a Small Business Investment Company from the Small Business
Administration. The SBIC was formed in 1997. The Trust initially
funded the SBIC with a capital contribution of $5,000,000, the
minimum amount eligible to be contributed in order to receive
leverage under the SBA Small Business Investment Company
program. During 2001, the Trust contributed an additional
$700,000 in capital to the SBIC. The Trust Advisor and
Independent Trustees also serve as the Independent Managers of
the SBIC. As used hereinafter, with respect to investment
activities, the term "Trust" includes investment activities of
the SBIC.

Berthel Fisher & Company Planning, Inc. (the "Trust Advisor") is
a corporation organized under the laws of the State of Iowa on
March 20, 1989. The Trust Advisor is a registered investment
advisor organized as a wholly owned subsidiary of Berthel Fisher
& Company. Berthel Fisher, a financial services holding company,
was formed in 1985 as an Iowa corporation to hold the stock of
Berthel Fisher & Company Financial Services, Inc., a broker-
dealer registered with the National Association of Securities
Dealers, Inc.  Financial Services was the dealer-manager for the
Trust's offering of its Shares of Beneficial Interest.

The Trust will terminate upon the liquidation of all of its
investments, but no later than June 21, 2007. However, the
Independent Trustees have the right to extend the term of the
Trust for up to two (2) additional one-year periods if
they determine that such extensions are in the best interest of
the Trust and in the best interest of the shareholders, after
which the Trust will liquidate any remaining investments as soon
as practicable but in any event within three
years.

In 2002, the Trust continues to have a deficiency in net assets,
as well as net losses and negative cash flow from operations. In
addition, the SBIC is in violation of the maximum capital
impairment percentage permitted by the SBA. On August 26, 2002,
the SBIC received notice from the SBA, dated August 22, 2002,
that the SBIC was in default pursuant to the terms of
subordinated debentures issued by the SBIC. Pursuant to the
notice the SBA made demand for repayment of $9,500,000 (plus
accrued interest) outstanding pursuant to the subordinated
debentures. Management will be negotiating terms of the
repayment with the SBA and anticipates the disposal of assets in
the SBIC in order to repay the debentures. The actions taken by
the SBA may impact the SBIC's ability to continue as a going
concern. The assets and liabilities of the SBIC as of
December 31, 2002 are $9,501,867 and $9,803,554, respectively.

The above factors may raise substantial doubt about the ability
of the Trust to continue as a going concern. No assurance can be
given that the SBIC will be successful in negotiating the terms
of the debentures with the SBA. Even if terms are  successfully
negotiated, no assurance can be given that the Trust will have
sufficient cash flow to repay the debt or that the Trust will be
financially viable.


BOOTH CREEK: Liquidity Concerns Prompt S&P's Negative Watch
-----------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B-' corporate
credit rating on ski resort operator Booth Creek Ski Holdings
Inc. on CreditWatch with negative implications due to increased
concerns about the company's liquidity position and its ability
to meet upcoming financial obligations. Vail, Colorado-based
Booth Creek had total debt outstanding of $116 million at
Jan. 31, 2003.

"The CreditWatch listing reflects increased concerns on Booth
Creek's tightening liquidity caused by unfavorable skier visit
trends," said Standard & Poor's credit analyst Andy Liu.
Snowfall levels at the company's three largest ski resorts,
which are located on the West Coast, were substantially below
historical average and significantly affected skier visits. Mr.
Liu added, "Increased visitations to the company's smaller East
Coast ski resorts were unable to offset the dramatic decline".
For the fiscal quarter ended Jan. 31, 2003, overall skier visits
declined by 13% compared to a year ago. Furthermore, ski
conditions at the West Coast ski resorts remain unfavorable, and
will likely intensify the pressure on the company's revenue and
cash flow.

Booth Creek is an operator of regional ski resorts catering
primarily to drive-to skiers. Therefore, the effects of the weak
economy, rising fuel prices and geopolitical uncertainties are
modest. Liquidity is tight as illustrated by a cash balance of
only $1.9 million at Jan. 31, 2003. While the company had about
$17 million availability under its $25 million revolving credit
facility, the company was not in compliance with bank covenants
as of that date. Booth Creek recently made its March interest
payment under its 12.5% senior notes. The company has another $5
million interest payment due on September 15 and about $5
million in required principal payment and operating leases due
over the course of 2003.

Given that the skier visit trends remain weak and ski conditions
are still unfavorable, the company is not expected to meet the
minimum EBITDA covenant for the current quarter, and therefore,
will likely require another covenant waiver from its banks.
Resolution of the CreditWatch will depend on the company's
ability to build liquidity and meet upcoming obligations. The
failure to improve its liquidity position or obtain waiver from
its banks will likely result in a downgrade.


BOOTS & COOTS: Publishes FY 2002 Operating Losses
-------------------------------------------------
Boots & Coots International Well Control, Inc. (Amex: WEL),
reported that revenues for the year ended December 31, 2002,
were $14.1 million as compared with revenue of $16.9 million a
year ago, a decrease of 17%.  Net loss for the current year was
$9.2 million compared to net income of $1.3 million for the year
ended December 31, 2001.  Net loss attributable to common
shareholders, after preferred stock dividends of $3.1 million,
was $12.3 million or $0.28 per share for the year ended December
31, 2002, versus a net loss of $1.6 million or $0.04 per share,
for the year ended December 31, 2001.

For the quarter ended December 31, 2002, revenue decreased by
18% to $2.6 million as compared with revenue of $3.2 million for
the same period of 2001.  Net loss prior to preferred stock
dividends, which are paid in kind, increased in the current
period to $1.6 million versus a net loss of $0.5 million for the
prior period.  Net loss attributable to common shareholders was
$2.3 million for the current period compared to a net loss of
$1.3 million in the prior period.

Boots & Coots CEO Jerry Winchester said, "While our response
segment results overall were down in 2002, we are pleased that
our prevention segment revenues experienced an increase of 48%
in the current year compared to the year ending 2001.  This was
primarily a result of increased service fees associated with the
WELLSURE(R) program and expanded service and equipment sales
associated with the Company's Safeguard program.  Response
segment revenues decreased 45% last year as compared to the year
ending 2001.  This decrease was primarily the result of a
decline in emergency response services which mirrored decreased
drilling activity."

Winchester further stated, "We expect improvements in our
response revenue for the first quarter of 2003 due in part to
increased demand for our emergency response services.  Boots &
Coots remains committed to supplying prevention and response
services in the global market."

Boots & Coots also announced that it will hold a conference call
on April 8, 2003 to discuss the specific results of the year and
quarter ended December 31, 2002 and provide updates to recent
activities, progress and developments.  Specific information
regarding the call will be forthcoming.

                     About Boots & Coots

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


CALIFORNIA POWER: FERC Approves Reorganization Plan's Features
--------------------------------------------------------------
The Official Committee of Participant Creditors of the
California Power Exchange (CalPX) announced that the Federal
Energy Regulatory Commission (FERC) approved both the governance
and financial reserve features of the CalPX plan of
reorganization. Kaye Scholer LLP, the law firm representing the
Committee announced.

The California Power Exchange, the not-for-profit entity through
which most power had been traded in California, filed for
Chapter 11 in March 2001, roughly one month prior to Pacific Gas
& Electric's (PG&E's) Chapter 11 filing, and largely due to the
massive monetary defaults on what CalPX was owed by PG&E and
Southern California Edison (SCE). The plan of reorganization had
been proposed by the Committee and confirmed by the Bankruptcy
Court in the CalPX chapter 11 case in November 2002. However,
FERC approval was required before the plan could become
effective.

"Today's FERC approval triggering the plan becoming effective
follows a long and difficult process of more than two years,"
said Marc S. Cohen, chair of Kaye Scholer LLP's Los Angeles
business reorganization practice and partner in charge of the
Committee's representation. "With this approval by FERC, CalPX
is transitioning out of bankruptcy with a new board of directors
and new management, while reducing its operational costs and
enabling it more effectively work with FERC, energy sellers and
public utilities in closing the unfortunate chapter which has
become known as the California energy crisis."

Bankruptcy partner Ronald L. Leibow was responsible for the plan
confirmation and FERC approval process. Kaye Scholer litigation
partner, George T. Caplan, supervised litigation arising from
the matter, including a $1 billion inverse condemnation case
against the State of California.

Kaye Scholer LLP is an international law firm representing
public and private companies, governmental entities, financial
institutions and other organizations in matters around the
world. Founded in New York City in 1917, the firm has over 450
attorneys with offices in New York, Los Angeles, Chicago,
Washington, D.C., West Palm Beach, Frankfurt, Hong Kong, London
and Shanghai. Additional information is available on the firm's
Web site: http://www.kayescholer.com


CHARTER COMMS: December 2002 Working Capital Deficit Tops $772MM
----------------------------------------------------------------
Charter Communications, Inc. (Nasdaq:CHTR) reported preliminary
2002 operating results and preliminary results of the
restatement of its 2001 and 2000 financial statements. As
previously reported, the Company engaged KPMG LLP to conduct new
audits of its 2001 and 2000 financial statements in addition to
the audit of 2002 results.

The Company also announced it will file for an extension for
filing its Form 10-K report and those of its subsidiaries to
provide additional time to finalize its financial statements,
related filings, disclosures and audits. The Company has
consolidated cash of approximately $450 million as of March 31,
2003, which it believes will be sufficient to fund its current
operating requirements and debt service obligations in the
ordinary course of business. Accordingly, the Company will pay
the interest on its public debt securities that is due on April
1, 2003, and plans to make the interest payment of its
convertible debt on April 15, 2003. Until the required financial
statements are delivered to its bank lenders, the Company will
be unable to make additional borrowings under three of its bank
facilities.

                       2002 Overview

Carl Vogel, President and CEO, said that after reflecting the
restatement of prior periods, 2002 annual revenue increased
approximately 15% and 2002 annual adjusted EBITDA increased
approximately 16% compared to pro forma 2001 results. Pro forma
amounts for 2001 reflect the acquisition of certain systems from
AT&T Broadband in 2001 as if they had occurred on January 1,
2001. Adjusted EBITDA reflects revenues less operating expenses
and selling, general and administrative expenses. A
reconciliation of adjusted EBITDA to net cash flows from
operating activities is included in the following Addendum. The
Company believes that adjusted EBITDA traditionally has provided
additional information useful in analyzing the underlying
business results. The Company believes adjusted EBITDA most
accurately reflects the cash flow from the Company's operations
and allows a standardized comparison between companies in its
industry, while minimizing the differences from depreciation
policies, financial leverage and tax strategies. However,
adjusted EBITDA is a non-GAAP (Generally Accepted Accounting
Principles) financial metric and should be considered in
addition to, not as a substitute for, net loss, earnings per
share or net cash flows from operating activities.

Annual 2002 revenue totaled approximately $4.6 billion, an
increase of approximately $597 million over restated annual 2001
pro forma revenue of approximately $4.0 billion. Annual 2002
adjusted EBITDA totaled approximately $1.8 billion, an increase
of approximately $253 million over restated annual 2001 pro
forma adjusted EBITDA of approximately $1.5 billion.

Fourth quarter 2002 revenue totaled approximately $1.2 billion,
an increase of approximately 13% over restated quarterly revenue
of approximately $1.1 billion for the fourth quarter of 2001;
while fourth quarter adjusted EBITDA totaled approximately $457
million, an increase of approximately 14% over restated year ago
quarterly adjusted EBITDA of approximately $402 million. The
Company recorded special charges in the fourth quarter of 2002
of approximately $31 million for severance and related costs of
its on-going initiative to reduce its workforce, and
approximately $4 million in litigation related costs. The
Company expects to record additional special charges in 2003
related to the reorganization of its operations and costs of
litigation. In the fourth quarter of 2001 Charter recorded a
special charge of $15 million related to the conversion of about
145,000 high-speed data customers from the Internet service
provider @Home to Charter Pipeline and an additional $3 million
related to reorganizing operating divisions and regions.

During 2002, the Company adopted Statement of Financial
Accounting Standard (SFAS) 142, which requires the valuation of
indefinite lived intangible assets and goodwill. As required,
the Company performed an initial impairment assessment and an
annual impairment assessment using an independent third party
appraiser. This independent review resulted in a $266 million
($572 million before minority interests) cumulative effect
impairment charge upon adoption on January 1, 2002 and a $4.6
billion impairment charge in the fourth quarter of 2002. These
impairment charges increased loss from operations to
approximately $4.3 billion for the year ending December 31,
2002, as compared to approximately $1.2 billion of restated
losses from operations a year ago.

Net loss applicable to common stock and loss per share for the
year ended December 31, 2002 were $2.5 billion and $8.55,
respectively. Annual capital expenditures totaled approximately
$2.2 billion for 2002. Net cash flows from operating activities,
as reported on the statement of cash flows, for the year ended
December 31, 2002 were $748 million.

As of December 31, 2002, Charter Communications' working capital
deficit is at $772 million.

Mr. Vogel said revenue growth for both the quarter and the year
was the result of continued increases in digital and high-speed
data customers and related revenues. Throughout 2002, the
Company increased its revenues by foregoing deeply discounted
offers for its video products in an effort to reduce
controllable churn in its customer base and increase recurring
monthly revenue. While the Company saw a decline in basic
customers throughout the year and in the fourth quarter, revenue
from the sale of analog video services increased approximately
$42 million in the fourth quarter, and $194 million on a pro
forma basis for the year ended December 31, 2002. Digital
revenue increased approximately $24 million in the fourth
quarter, and $142 million on a pro forma basis for the year
ended December 31, 2002. Revenue from high-speed data services
increased approximately $53 million in the fourth quarter, and
$181 million on a pro forma basis for the year ended December
31, 2002.

Mr. Vogel said, "This growth in revenue has been offset somewhat
by margin compression primarily attributable to increasing
programming costs. The increased cash flow from our high-speed
data business, which has incrementally higher and improving
margins, was a significant contributor to the increase in
adjusted EBITDA. Margins on a percentage basis were relatively
equal in the fourth quarter of 2002 and for the year ended
December 31, 2002 as compared to a year ago."

                 Summary of Restatements

In connection with the audits mentioned above and discussions
with the staff of the Securities and Exchange Commission (SEC),
the Company concluded that it was appropriate to make certain
adjustments to previously reported results. Adjustments were
generally required to correct previous interpretations and
applications of GAAP consistently followed by the Company since
2000 and throughout the restatement period. In addition, certain
adjustments were generally required for transactions that lacked
appropriate or necessary supporting documentation or instances
where mistakes were made in computations or applications of
approved policies. Although the Company does not anticipate that
additional adjustments will be required, until the SEC review
process has been completed, it is possible that the staff may
ask for additional adjustments.

These adjustments reduced revenue for the first three quarters
of 2002 by $38 million, and for the years ending December 31,
2001 and 2000 by $146 million and $108 million, respectively,
and decreased reported adjusted EBITDA by $110 million for the
first three quarters of 2002, and $292 million and $195 million
for the years ending December 31, 2001 and 2000, respectively.
Such adjustments represent approximately 1%, 4% and 3% of
reported revenues and approximately 8%, 16% and 13% of reported
adjusted EBITDA for the respective periods in 2002, 2001 and
2000. The Company's consolidated net loss decreased by $12
million for the first three quarters of 2002 and by $11 million
for the year ending December 31, 2001. Net loss increased by $29
million for the year ending December 31, 2000, primarily due to
adjustments related to the accounting of original acquisitions
and accounting for elements of the rebuild and upgrade
activities. The more significant categories of adjustment relate
to the following as outlined below.

             Launch Incentives from Programmers

Amounts previously recognized as advertising revenue in
connection with the launch of new programming channels have been
deferred in the year such launch support was provided, and
amortized as a reduction of programming costs based upon the
relevant contract term. Such adjustments decreased revenue $30
million for the first three quarters of 2002, and $118 million
and $76 million for the years ending December 31, 2001 and 2000,
respectively. Additionally, for the year ending December 31,
2000, the Company increased marketing expense by $24 million for
other promotional activities associated with launching new
programming services previously deferred and subsequently
amortized. The corresponding amortization of such deferred
revenues reduced programming expenses by $36 million for the
first three quarters of 2002, and $27 million and $5 million for
the years ending December 31, 2001 and 2000, respectively.

           Customer Incentives and Inducements

Certain marketing inducements paid to encourage potential
customers to switch from satellite providers to Charter branded
services and enter into multi-period service agreements were
previously deferred and recognized as amortization expense over
the life of customer contracts. These amounts have been
reclassified as a reduction of revenue in the period such
inducements were paid. Revenue declined $5 million for the first
three quarters of 2002, and $19 million and $2 million for the
years ending December 31, 2001 and 2000, respectively.

           Capitalized Labor and Overhead Costs

Certain elements of labor costs and related overhead allocations
previously capitalized as part of the Company's rebuild
activities, customer installation and new service introductions
have been expensed in the period incurred. Such adjustments
increased operating expenses by $73 million for the first three
quarters of 2002, and $93 million and $52 million for the years
ending December 31, 2001 and 2000, respectively.

                Customer Acquisition Costs

Certain customer acquisition campaigns were conducted through
third party contractors in 2000, 2001 and portions of 2002. The
costs of these campaigns were originally deferred and recognized
as amortization expense over the relevant customer contract
terms. These amounts have been reported as marketing expense in
the period incurred and totaled $32 million for the first three
quarters of 2002, and $59 million and $4 million and for the
years ending December 31, 2001 and 2000, respectively. The
Company determined in the second quarter of 2002 that the
benefits of this program did not justify its continued practice
and it was eliminated in the end of the third quarter as
contracts for third party vendors expired.

           Rebuild and Upgrade of Cable Systems

In 2000, the Company initiated a three-year program to replace
and upgrade a substantial portion of its network at an estimated
cost of $4 billion. In connection with this plan, the Company
assessed the carrying value of, and the associated depreciable
lives of, various assets to be replaced. The Company determined
that accelerated depreciation expense recognized on $1.7 billion
of the asset base was in error, which overstated depreciation
and amortization expense by $405 million for the first three
quarters of 2002, and $324 million and $113 million in the years
ending 2001 and 2000, respectively.

         Deferred Tax Liabilities/Franchise Assets

As previously announced on November 19, 2002, adjustments to
record deferred tax liabilities associated with the acquisition
of various cable television businesses throughout 1999 and 2000
were made. These adjustments increased amounts assigned to
franchise assets with a corresponding increase in deferred tax
liabilities. In addition, a correction was made to reduce
amounts assigned to assets identified for replacement over the
three-year period of the Company's rebuild and upgrade of its
network and to adjust the related depreciation method for these
assets. This increased the amount assigned to the network assets
to be retained and also to franchise assets with a resulting
reduction in depreciation and amortization expense for the years
restated.

                   Other Adjustments

In addition to the items described above, reductions to 2000
revenues include the reversal of other advertising revenues
totaling $17 million from equipment vendors reclassified as a
reduction of related capital expenditures. Other increases or
reclassifications of expenses that impacted adjusted EBITDA,
principally in 2000, include expensing certain marketing and
customer acquisition costs previously charged against purchase
accounting reserves, certain tax reclassifications from tax
expense to operating costs, and reclassifying management fee
revenue from a failed joint venture to losses from investments.

The following pro forma amounts reflect acquisitions as if they
had happened as of the earliest period reported, which vary
slightly from previously reported data as a result of the timing
of various acquisitions. In the Addendum to this press release
are financial summaries that show our actual historical results
as originally reported, and as adjusted, to reflect the
restatements. Additionally, the financial summaries show pro
forma adjustments to historical results as reported. The
following is a summary of the restatements by fiscal year.

                    2001 Restatements

For the year ended December 31, 2001, pro forma revenue declined
by $146 million, or approximately 4%, from a reported $4.1
billion to a restated $4.0 billion. Pro forma adjusted EBITDA
declined $292 million, or approximately 16% from a reported $1.8
billion to a restated $1.5 billion. Pro forma loss from
operations increased $4 million, or less than 1%, to $1.2
billion.

                  2000 Restatements

For the year ended December 31, 2000, pro forma revenue declined
$108 million, or approximately 3%, from a reported $3.6 billion
to a restated $3.5 billion. Pro forma adjusted EBITDA declined
$195 million, or approximately 12%, from a reported $1.6 billion
to a restated $1.5 billion. Pro forma loss from operations
increased $117 million, or approximately 12%, from a reported
$1.0 billion to a restated $1.1 billion in 2000.

                     2003 Outlook

Mr. Vogel said, "With the restatements essentially complete, we
have a baseline from which to measure Charter's business and
results of operations going forward. The potential strength of
our advanced broadband platform is increasingly evident given we
served in excess of 10.4 million revenue generating units (RGUs)
at year-end and generate approximately $4.6 billion in annual
operating revenues. RGUs represent the combination of our analog
video customers, digital customers, high-speed data customers
and customers of our limited roll out of telephony services. Our
rebuild and upgrade activities are substantially complete and we
have demonstrated our ability to deliver advanced services to
many of our customers. We have recently added proven,
experienced talent to our management team to address the
challenges of the marketplace. These positive factors will
provide us the opportunity to re-energize this Company around
common goals to focus on our customers, and empower and support
our local management with the goal of improving our financial
and operational performance in the future. We believe that our
plan to improve our operations initially announced last October
is already showing positive results."

The Company's plan is to continue its efforts to grow revenue
and adjusted EBITDA through the sale of broadband services,
principally packages of cable television programming and high-
speed data services for both residential and business customers.
The Company's primary strategy to increase revenue in 2003 is to
seek to increase the penetration of its high-speed data
packages. The Company also plans on slowing its digital unit
growth as compared to prior years and repackaging digital
program tiers to its customers with the expectation of
increasing its return on invested capital in the digital
platform.

A plan to improve operating efficiency and rationalize Company
operations was first announced by Mr. Vogel in October 2002. As
part of the plan, Mr. Vogel together with Maggie Bellville,
Executive Vice President and COO, have recruited leadership for
the Company's new operating divisions, as well as new senior
management in various other disciplines. This new leadership
brings decades of experience in the industry, proven success and
demonstrated expertise in their areas of responsibility. The
Company has also restructured its operating management into five
operating divisions from three divisions and ten regions.

Mr. Vogel said the Company has significantly reduced its
workforce from approximately 18,600 full time equivalent
employees at December 31, 2002 to approximately 17,300 at March
31, 2003, with further reductions anticipated. Costs associated
with this reduction were recorded as a special charge as
reported in the previously stated 2002 Overview section. While
the Company believes this reorganization will improve its
operating performance, Mr. Vogel said it will take time to
realize expected results.

Mr. Vogel said the Company's 2003 efforts would include a
heightened focus on execution seeking to improve the customer
experience in an effort to stabilize its customer base
especially as it relates to its analog video customers, and to
increase operating revenue and adjusted EBITDA throughout 2003.
In addition, the Company expects to reduce capital expenditures
from prior year amounts in an effort to attain free cash flow,
including cash interest expense. The Company expects its growth
in operating revenue will be driven by continuing the bundling
of analog and digital video with high-speed data in service
packages at attractive and competitive price points; providing
value-added digital services like video on demand, subscription
video on demand, interactive channels and high definition
television services which may reduce churn in today's highly
competitive marketplace. The Company has also increased the
degree of customer choice in our digital service packages;
offering new digital sports, family and movie tiers in an effort
to better satisfy customer programming needs and market demands.

In addition, the Company expects its capital expenditures to
decline significantly to approximately $1.0 billion to $1.1
billion in 2003, as substantially all of its rebuild and upgrade
activities are complete.

    Proposal from Paul Allen to Support Covenant Compliance

In February 2003, the Company received a proposal from Paul
Allen, Chairman of the Charter Board, offering to provide a
backup credit facility of up to $300 million to the Company and
certain of its subsidiaries to provide assistance in meeting
certain covenants under existing credit facilities. The
Company's Board of Directors has formed a Special Committee to
evaluate this proposal. This Special Committee has retained
financial and legal advisors to assist it.

              About Charter Communications

Charter Communications, A Wired World Company, is the nation's
third-largest broadband communications company. Charter provides
a full range of advanced broadband services to the home,
including cable television on an advanced digital video
programming platform via Charter Digital Cable brand and high-
speed Internet access marketed under the Charter Pipeline brand.
Commercial high-speed data, video and Internet solutions are
provided under the Charter Business Networks brand. Advertising
sales and production services are sold under the Charter Media
brand. More information about Charter can be found at
http://www.charter.com


CHART INDUSTRIES: Talking with Lenders to Resolve Debt Defaults
---------------------------------------------------------------
Chart Industries, Inc. (NYSE:CTI) reported financial results for
its fourth quarter and year ended December 31, 2002.  Sales for
the fourth quarter of 2002 were $75.2 million, up two percent
from $73.6 million for the corresponding quarter of 2001. The
net loss was $127.0 million, or $5.01 per diluted share, for the
fourth quarter of 2002 compared with a net loss of $4.0 million,
or $0.16 per diluted share, for the fourth quarter of 2001. The
2002 fourth quarter loss resulted from significant goodwill
impairment, employee separation and plant closure cost and
income tax charges during the period. Orders in the fourth
quarter of 2002 totaled $66.3 million, compared with $87.8
million in the third quarter of 2002 and $80.3 million in the
fourth quarter of 2001. Sales for 2002 decreased to $296.3
million from $328.0 million for 2001. The net loss for 2002 was
$130.8 million, or $5.22 per diluted share, compared with a net
loss of $5.2 million, or $0.21 per diluted share, for 2001.

                      Senior Debt Defaults

The Company is in default under its senior debt outstanding
under its Credit Facility and Incremental Credit Facility, and
has been in negotiations with its senior lenders to amend the
terms of the Senior Debt, obtain waivers of the Company's
defaults and reduce its leverage by restructuring the Senior
Debt. These negotiations continue and may result in an exchange
of a portion of the Senior Debt for a substantial equity
ownership position in the Company and substantial dilution of
current shareholders' ownership interests in the Company. There
can be no assurance that the Company will be able to consummate
such a restructuring transaction, otherwise renegotiate its
Senior Debt outstanding or obtain waivers of defaults under its
Senior Debt. If the Company is unable to successfully
restructure its Senior Debt, the Company may be required to
pursue other restructuring alternatives.

As a result of the Company's defaults under its Senior Debt, the
Company is required to classify its $256.9 million of Senior
Debt as a current liability on its consolidated balance sheet.
This results in a working capital deficiency, and the Company's
independent accountants will issue a "going concern"
qualification to their opinion on the Company's financial
statements for the year ended December 31, 2002.

                Lender Talks Become Complicated

Commenting on the status of the Senior Debt restructuring
negotiations, Arthur S. Holmes, Chairman and Chief Executive
Officer said, "During the first quarter of 2003, a substantial
percentage of the Company's debt was sold by the original
lenders to new investors. These changes in the composition of
the senior lender group have complicated our debt restructuring
negotiations and have contributed to delays in the process. I am
hopeful that the Company will be able to reach a timely
agreement with the lenders that will satisfy all constituents."

                 Fourth Quarter & Year-End Results

During the fourth quarter of 2002, the Company recorded a non-
cash impairment charge of $92.4 million for the write-off of
non-deductible goodwill related to its Distribution and Storage
segment. The Company also recorded $10.4 million of employee
separation and plant closure costs in the fourth quarter of
2002, primarily related to the previously announced closure of
its heat exchanger manufacturing facility in the U.K.
Additionally, as a result of the Company's performance and its
cumulative tax loss position, the Company recorded a non-cash
income tax charge of $32.6 million to increase the Company's
valuation allowance for net deferred tax assets. These charges
resulted in an increase in net loss of $131.3 million, or $5.18
per diluted share, in the fourth quarter of 2002. These charges
compare with $0.6 million of employee separation and plant
closure costs recorded in the fourth quarter of 2001, which
resulted in an increase in net loss of $0.4 million, or $0.02
per diluted share, in the fourth quarter of 2001.

For the full year 2002, the Company recorded the previously
mentioned $92.4 million goodwill impairment charge and $32.6
million income tax valuation allowance charge, $13.9 million of
employee separation and plant closure costs and a $1.4 million
gain related to the sale of a product line. The net effect of
these items resulted in an increase in 2002 net loss of $132.5
million, or $5.28 per diluted share. These items compare with
$2.4 million of employee separation and plant closure costs and
a $0.5 million gain related to the sale of a product line
recorded in 2001. The net effect of these items resulted in an
increase in 2001 net loss of $1.1 million, or $0.05 per diluted
share.

Effective January 1, 2002, the Company adopted the non-
amortization provisions of Statement of Financial Accounting
Standards ("SFAS") No. 142 "Goodwill and Other Intangible
Assets." If such provisions had been in effect for 2001, the
Company would have had a net loss in the fourth quarter of 2001
of $2.7 million, or $0.11 per diluted share, and net income for
the 2001 full year of $0.1 million, or $0.00 per diluted share.

In accordance with the Company's previously announced
organizational changes, effective October 1, 2002, the Company
is now reporting segment financial performance as follows:

-- Energy and Chemicals ("E&C") - Includes Chart's Process
   Systems, Heat Exchangers, NexGen Fueling and Greenville Tube
   business units.

-- Distribution & Storage ("D&S") - Includes Chart's cryogenic
   containment products, which span the entire spectrum of the
   industrial gas market from small customers requiring
   cryogenic packaged gases to users requiring custom-engineered
   cryogenic storage systems.

-- Biomedical - Includes Chart's cryo-biological, medical,
   telemetry and other home healthcare product lines, its
   aluminum container product line, which serves agricultural
   markets, and a variety of other end-use applications.

Commenting on Chart's results for the fourth quarter and full
year of 2002, Mr. Holmes said, "The substantial non-cash charges
to write off goodwill and fully reserve net deferred tax assets
have obviously dwarfed the Company's operating performance in
the period. The significant costs related to the consolidation
of our manufacturing facilities also contributed to the masking
of our operating performance. Finally, the Company recorded a
significant charge to increase environmental reserves to provide
for long-term remediation of the Company's identified and
estimated environmental liabilities. On an operating basis, the
fourth quarter of 2002 was actually quite close to planned
results, before accounting for all of these significant period
charges."

Mr. Holmes commented on the Company's sales, stating, "Following
a weak first-quarter start, our 2002 sales stabilized at
approximately $75 million per quarter, or approximately $300
million annually. This sales level is down almost 10 percent
from 2001. Sales in the E&C segment were relatively flat year-
over-year but are showing signs of increased recovery going
forward based upon strong hydrocarbon processing activity. Our
D&S segment took a significant hit in sales this year, dropping
25 percent from 2001 levels, reflecting the economic slowdown in
the industrial sectors of North America and Europe. The
Biomedical segment demonstrated a 17 percent increase in sales
during 2002 over 2001 primarily fueled by strong demand for our
MRI products."

Mr. Holmes further commented on orders for Chart's three
business segments, stating, "Our E&C segment enjoyed a much
stronger year for order intake, posting an increase in orders of
31 percent over 2001. Our E&C businesses continue to actively
bid many natural gas, ethylene and other large hydrocarbon
projects worldwide. The healthy order intake has provided a more
robust backlog for this business going into 2003. However, the
industrial gas market continued to experience depressed demand
awaiting the recovery of this sector. Recently, there has been
some evidence of improved industrial gas demand in Asia.
Following the shutdown of our U.K. heat exchanger operation, we
expect improved profitability for the E&C segment."

"2002 orders in the D&S segment decreased substantially compared
with 2001, caused by the economic slowdown and reductions in
capital spending. A bright spot is our packaged gas products.
New products serving the beverage market are demonstrating
increasing demand and our efforts to convert industrial gas end-
users to liquid supply are succeeding. In addition, the
restructuring efforts commenced in 2002 are beginning to produce
lower costs and improved profitability for D&S products,
partially offsetting downward price pressures from the weak
industrial markets. LNG receiving and distribution activity in
Europe also is creating strong demand for D&S products."

"Biomedical products experienced increased demand in 2002, with
orders up 11 percent over 2001. Although the product mix is
changing, we expect continued strong growth for this segment in
2003."

                    Operational Restructuring

Mr. Holmes concluded, "The completion of our planned
manufacturing consolidations and operational restructuring
activities in the first half of 2003 should position the Company
for improved operating performance. Our goal is to conclude our
debt restructuring in a way that will provide for our long-term
capital needs and remove the aura of uncertainty that has
characterized our financial situation in 2002."

Consistent with previously announced plans, the Company's
Wolverhampton, U.K. manufacturing facility, operated by Chart
Heat Exchangers Limited ("CHEL"), has been closed and all future
heat exchanger manufacturing will be conducted by the Company's
LaCrosse, Wisconsin facility. On March 28, 2003, CHEL filed for
a voluntary administration under the U.K. Insolvency Act 1986.
CHEL's application for voluntary administration was approved on
April 1, 2003 and an administrator has been appointed. CHEL's
net pension plan obligations have increased significantly,
primarily due to a decline in plan asset values and interest
rates, resulting in a plan deficit. Based on the Company's
present financial condition, it has determined not to advance
funds at this time to CHEL in amounts necessary to fund CHEL's
obligations. CHEL does not have the necessary funds to enable it
to fund its net pension plan deficit, pay remaining severance
due to former employees or pay other creditors.

As previously announced, the Company was notified in the fourth
quarter of 2002 by the New York Stock Exchange that its common
stock was below the NYSE's criteria for continued listing
because the average closing price of its stock over a
consecutive 30-day trading period before notification was less
than $1.00. At December 31, 2002, the Company has a
shareholders' deficit of $81.6 million, which is below the
NYSE's continued listing criteria pertaining to shareholders'
equity, which requires a minimum of $50.0 million shareholders'
equity given Chart's recent market capitalization. Under NYSE
guidelines, the Company must cure the $1.00 trading price
requirement by the time of its 2003 annual shareholders' meeting
if the Company is pursuing a cure that requires shareholder
approval, and the NYSE may in certain cases allow more time to
cure the shareholders' equity standard. The Company is
considering implementing several measures which may cure these
deficiencies, but can give no assurance that it will obtain NYSE
approval to remain listed or ultimately be able to maintain NYSE
standards. If the Company is unable to obtain NYSE approval to
remain listed or unable ultimately to achieve compliance with
NYSE continued listing standards, the NYSE will delist the
Company's common stock. In such a case, the Company currently
plans to seek an alternative trading venue for its common stock.

             FOURTH-QUARTER 2002 FINANCIAL RESULTS

Sales for the fourth quarter of 2002 were $75.2 million versus
$73.6 million for the fourth quarter of 2001, an increase of
$1.6 million, or 2.2 percent. E&C segment sales increased 31
percent to $25.3 million in the fourth quarter of 2002, from
sales of $19.2 million in the fourth quarter of 2001. The
Company commenced production on the heat exchangers and cold
boxes for a significant Bechtel LNG facility order adding $2.3
million in sales to the fourth quarter of 2002. General
improvements in the hydrocarbon processing market of the E&C
segment contributed to the additional increase in sales. D&S
segment sales decreased 14 percent, with fourth-quarter 2002
sales of $34.0 million, compared with $39.5 million for the same
quarter in 2001. A $4.9 million decline in the worldwide
standard tank business, where the Company's customers continue
to delay capital spending, primarily accounted for this
decrease. Biomedical segment sales increased seven percent to
$15.9 million in the fourth quarter of 2002, compared with sales
of $14.9 million in the fourth quarter of 2001. This increase
was primarily attributable to MRI product sales, which were up
$0.7 million between the two quarters.

Gross profit for the fourth quarter of 2002 was $19.8 million
versus $16.6 million for the fourth quarter of 2002, an increase
of $3.2 million, or 19.4 percent. Gross margin for the fourth
quarter of 2002 was 26.3 percent versus 22.5 percent for the
fourth quarter of 2001. Gross profit in the E&C segment was
reduced by $0.6 million in the fourth quarter of 2002 for the
non-cash write-off of inventory resulting from the
Wolverhampton, U.K. facility closure. In the fourth quarter of
2001, the Company recorded a non-cash inventory valuation charge
of $1.9 million included in cost of sales for the write-down to
fair value of inventory related to a product line that was sold
by the Company. Significant improvement in the E&C segment gross
margin, led by improved pricing and higher volume, was offset by
under-absorption of manufacturing facility fixed costs driven by
low production volumes in the D&S segment.

Selling, general and administrative ("SG&A") expense was $22.9
million for the fourth quarter of 2002 compared with $15.5
million in the fourth quarter of 2001. As a percentage of sales,
SG&A expense was 30.4 percent for the fourth quarter of 2002
versus 21.1 percent for the fourth quarter of 2001. In the
fourth quarter of 2002, the Company recorded a $4.7 million
charge to increase its reserve for potential environmental
remediation activities based upon the results of a recently
completed Phase II environmental review in connection with a
business the Company is considering selling. This charge makes
up 6.2 percent of the overall SG&A expense as a percentage of
sales in the fourth quarter of 2002. The Company also recorded
$1.2 million of SG&A expense in the fourth quarter of 2002 for
fees paid to professional advisors related to the Company's
efforts to restructure its senior debt, versus $0.3 million
expensed in the fourth quarter of 2001. Finally, the Company
experienced higher medical, workers compensation and insurance
costs in the fourth quarter of 2002 as compared to the fourth
quarter of 2001.

The Company recorded $1.2 million and $5.0 million of goodwill
amortization in the fourth quarter and full year of 2001,
respectively. Due to the Company's adoption of SFAS No. 142 on
January 1, 2002, the Company is no longer recording goodwill
amortization.

The Company performed its annual impairment test of goodwill as
of October 1, 2002 using valuation techniques appropriate under
SFAS No. 142. These tests resulted in the fair value of the
Company's D&S reporting unit being less than its carrying value
including goodwill, which caused the Company to advance to step
two of SFAS No. 142 and engage a valuation specialist to provide
valuations of the D&S reporting unit's tangible fixed assets and
identifiable intangible assets. Although those procedures
confirmed the value of the reporting unit's tangible assets
exceeded their carrying value, goodwill of the D&S reporting
unit was determined to be impaired. As a result, in the fourth
quarter of 2002 the Company recorded a non-cash impairment
charge of $92.4 million, or $3.64 per diluted share, to write-
off non-deductible goodwill. This non-cash charge was due to the
combination of a reduction in the overall estimated enterprise
value of the Company, attributable to Chart's leverage situation
and recent financial performance, and a reduction in the
specific estimated value of the D&S reporting unit, caused by
the worldwide slowdown experienced by the manufacturing sectors
of the industrialized world, reductions in capital expenditures
in the consolidating global industrial gas industry, and a
lowering of expectations for future performance of this segment
for these same reasons.

During the fourth quarter of 2002, the Company recorded $10.4
million of employee separation and plant closure costs primarily
related to the previously announced closure of its
Wolverhampton, U.K. heat exchanger manufacturing facility. These
Wolverhampton charges included $2.9 million of actuarially
determined pension expense based upon the curtailment of the
U.K. pension plan, $2.9 million of severance and other employee
related benefits and $2.3 million of non-cash charges to write-
down assets held for sale to their estimated fair value and to
write-off acquisition costs. Additional employee separation and
plant closure costs recorded in the fourth quarter of 2002
related to increasing reserves for payments on leased facilities
that the Company has exited, but has been unable to sublet in
the current economy. The Company recorded $0.6 million of
employee separation and plant closure costs in the fourth
quarter of 2001 primarily related to final steps in the closure
of certain cryogenic services business facilities.

Net interest expense for the fourth quarter of 2002 was $4.5
million versus $4.1 million for the fourth quarter of 2001. The
Company recorded $0.8 million of derivative contracts valuation
expense in the fourth quarter of 2002, compared with $0.4
million in the fourth quarter of 2001, primarily related to a
further decline in the forward interest rate yield curve. The
Company's one remaining interest rate collar covering $29.8
million of the Senior Debt outstanding at December 31, 2002
expires in March 2006. As of December 31, 2002, the Company had
borrowings of $256.9 million on its Senior Debt and was in
default due to violations of the financial covenants of the
Credit Facility.

Income tax expense of $14.9 million in the fourth quarter of
2002 includes a tax benefit on the Company's operating loss
offset by a $32.6 million income tax charge to increase the
Company's valuation allowance for its net deferred tax assets,
resulting from the Company's performance, its cumulative tax
loss position, and management's assessment that it is more
likely than not that the net deferred tax assets will not be
realized. Although these net deferred tax assets have been fully
reserved, they are still available to be utilized by the Company
to offset income taxes payable should the Company generate
sufficient taxable income in the future.

As a result of the foregoing, the Company reported a net loss
for the fourth quarter of 2002 of $127.0 million, or $5.01 per
diluted share, versus a net loss of $4.0 million, or $0.16 per
diluted share, for the fourth quarter of 2001.

The Company's operations provided $8.9 million of cash in 2002
compared with $13.3 million in 2001. The Company's 2002
operating cash flow was primarily generated by an income tax
refund of $9.3 million received in the third quarter of 2002 due
to the new tax law allowing for a five-year carry-back of net
operating losses.

Capital expenditures in 2002 were $3.0 million compared with
$8.1 million in 2001. The Company limited its capital
expenditures in 2002 to a maintenance level in order to conserve
cash. The Company presently does not have any large capital
projects in process and anticipates capital expenditures to
average less than $1.0 million per quarter in 2003.

Pursuant to the Company's Credit Agreement, the Company was
required to issue to its senior lenders warrants at December 31,
2002 to purchase, in the aggregate, 773,133 shares of Chart
common stock at an exercise price of $0.75 per share. These
warrants have been valued at $0.4 million and will be amortized
to financing costs amortization expense over the remaining term
of the Company's Credit Agreement, which expires in March 2006.
In addition, the interest rate on the Company's Senior Debt
increased by 25 basis points beginning January 1, 2003.

             FOURTH-QUARTER 2002 ORDERS AND BACKLOG

Chart's consolidated orders for the fourth quarter of 2002
totaled $66.3 million, compared with orders of $87.8 million for
the third quarter of 2002. Chart's consolidated firm order
backlog at December 31, 2002 was $69.3 million, compared with
$78.3 million at September 30, 2002.

E&C orders for the fourth quarter of 2002 totaled $16.4 million,
compared with $38.8 million in the third quarter of 2002. The
decrease in orders in the fourth quarter of 2002 is attributable
to the inclusion in the third quarter of 2002 of significant
orders from Bechtel for heat exchangers and cold boxes to equip
a large LNG facility. E&C backlog at December 31, 2002 was $44.2
million, down 17 percent from the September 30, 2002 backlog of
$53.1 million, but a strong 36 percent increase over the $32.5
million in backlog at the start of 2002.

D&S orders for the fourth quarter of 2002 totaled $33.6 million,
compared with $30.2 million for the third quarter of 2002,
primarily as a result of improved orders for industrial and
beverage packaged gas systems.

Biomedical orders for the fourth quarter of 2002 totaled $16.3
million, compared with $18.8 million for the third quarter of
2002. A weak European market for liquid oxygen systems was the
primary cause of this fourth-quarter decline in orders.

Chart Industries, Inc. is a leading global supplier of standard
and custom-engineered products and systems serving a wide
variety of low-temperature and cryogenic applications.
Headquartered in Cleveland, Ohio, Chart has domestic operations
located in 11 states and international operations located in
Australia, China, the Czech Republic, Germany and the United
Kingdom.

For more information on Chart Industries, Inc. visit the
Company's Web site at http://www.chart-ind.com


CONSECO FINANCE: Files Chapter 11 Plan and Disclosure Statement
---------------------------------------------------------------
Conseco Finance Corp., has filed its proposed Plan of
Reorganization and Disclosure Statement with the Bankruptcy
Court, representing a key step towards the successful completion
of its Chapter 11 case. The hearing on the adequacy of the
Company's Disclosure Statement has been set for April 30, 2003,
and the Company expects the Court to approve the Disclosure
Statement at the conclusion of that hearing.

CFC president and CEO Chuck Cremens said that following approval
of the Disclosure Statement by the Court, CFC will commence the
solicitation of votes from its creditors for the approval of its
Plan of Reorganization. The sale of CFC's assets to CFN
Investment Holdings LLC and GE Consumer Finance was recently
approved by the Bankruptcy Court and is the predicate to the
Plan.

"We have worked hard over the past six months to find buyers for
the CFC businesses, and are pleased with our progress thus far,"
Cremens said. "The filing of our Plan of Reorganization is the
next step in the process as we work to complete the sale
transactions to CFN and GE and maximize the return to our
creditors."

The full text of the draft Plan of Reorganization and Disclosure
Statement will be available at http://www.bmccorp.net/conseco


CONTINENTAL AIRLINES: Reports Declining Jet Load Factor in March
----------------------------------------------------------------
Continental Airlines (NYSE: CAL) reported a March 2003
systemwide mainline jet load factor of 71.6 percent, 7.9 points
below last year's March load factor.  A significant portion of
the decline in load factor was due to the war in Iraq.  The
March 2003 domestic mainline jet load factor was 74.3 percent
and the international mainline jet load factor was 67.6 percent.

Since the ultimatum was issued to Iraq on March 17, traffic,
compared to our March forecast, declined as follows:

               Domestic             (3)%
               Transatlantic       (10)%
               Pacific             (16)%
               Latin America        (6)%
               System               (5)%

Continental previously announced temporary capacity reductions
on certain Transatlantic and Pacific routes in response to the
lower demand caused by worldwide uncertainties.

Continental also reported that it will record an after-tax
special charge of $41 million ($65 million pre-tax) in March
2003 primarily related to the impairment of its MD-80 fleet and
spare parts associated with grounded aircraft.

The airline reported a domestic on-time arrival rate of 82.7
percent and a systemwide completion factor of 99.4 percent for
its mainline jet operations in March 2003.

In March 2003, Continental flew 4.9 billion mainline jet revenue
passenger miles (RPMs) and 6.9 billion mainline jet available
seat miles (ASMs) systemwide, resulting in a traffic decrease of
8.3 percent and a capacity increase of 1.9 percent as compared
to March 2002.  Domestic mainline jet traffic was 3.0 billion
RPMs in March 2003, down 7.6 percent from March 2002, and March
2003 domestic mainline jet capacity was 4.1 billion ASMs, down
3.7 percent from March 2002.

Systemwide March 2003 mainline jet passenger revenue per
available seat mile (RASM) is estimated to have decreased
between 11 and 13 percent compared to March 2002.  The carrier
estimates that approximately 6 to 8 points of the decline
occurred due to customers' pre-war reaction to the Iraqi
situation and the movement of Easter from March to April.  An
additional 5 points of the decline appeared to result from the
fall in demand following the start of the war.  For February
2003, RASM decreased 0.4 percent as compared to February 2002.

Continental ended the first quarter with a cash and short-term
investment balance of approximately $1.18 billion.  Continental
has hedged over 80 percent of its projected second quarter fuel
volume with caps at an average weighted strike price of about
$33 per barrel of crude oil.

ExpressJet Airlines, a subsidiary of Continental Airlines doing
business as Continental Express, separately reported a record
March load factor of 64.2 percent for March 2003, 1.1 points
above last year's March load factor. ExpressJet flew 419.5
million RPMs and 653.9 million ASMs in March 2003, resulting in
a traffic increase of 32.9 percent and a capacity increase of
30.7 percent versus March 2002.

Continental Airlines' 7.206% ETCs due 2004 (CAL04USR2),
DebtTraders reports, are trading between 45 and 50. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=CAL04USR2for  
real-time bond pricing.


CONTINENTAL AIRLINES: Reduces Summer Capacity Outlook
-----------------------------------------------------
Continental Airlines (NYSE: CAL) announced that it has revised
its summer schedule to reflect a capacity reduction of
approximately two percent versus its earlier plans.

The company said the new summer schedule better reflects its
outlook for summer traffic.  Overall Continental's summer
schedule will offer about two percent less capacity than the
2002 schedule.

The capacity reduction will be achieved mainly through
elimination of flights expected to have weaker demand and
holiday cancellations.  No routes are being eliminated as a
result of this change; the capacity reduction is achieved by
reducing frequencies on various routes.

Continental continues to review its staffing level, and this
capacity reduction will result in additional positions being
eliminated beyond the 1,200 positions announced on March 19.  As
the conflict in Iraq continues, the company will continue to
monitor its traffic forecasts and will make future capacity and
staffing changes based on market demand.


DDI CORP: Continues Debt Workout as Forbearance Pact Expires
------------------------------------------------------------
DDi Corp. (Nasdaq: DDIC), a leading provider of time-critical,
technologically advanced interconnect services for the
electronics industry, announced that the forbearance agreement
between the Company and its senior lenders expired April 1,
2003.

Accordingly, the lenders under the Dynamic Details senior credit
facility will have the right to exercise all or any of their
rights and remedies under the terms of the U.S. senior credit
facility. Notwithstanding the fact that the senior lenders did
not extend their forbearance agreement with the Company, the
Company believes that it continues to make progress in its
negotiations with its senior lenders to restructure its U.S.
senior credit facility in order to provide the Company with a
sustainable and flexible long-term credit facility that will
allow the Company to implement its business plan.

In addition, the Company believes that it has made, and will
continue to make, progress with members of the ad hoc committee
in its efforts to obtain forbearance agreements in the short
term and to restructure the terms of its 5.25% and 6.25%
convertible subordinated notes.

Bruce McMaster, the Company's Chief Executive Officer, stated,
"We continue to work with our senior lenders, subordinated
convertible noteholders and other stakeholders to restructure
our debt. We believe our efforts to date have been constructive
and we are committed to continuing these on-going efforts."
McMaster continued, "We appreciate the loyalty that our
customers have shown to us and we are committed to continue to
provide the same level of high quality, quick turn service
during our restructuring efforts."

DDi also announced that its earnings for the fourth quarter and
year ended December 31, 2002, as reported in its Annual Report
on Form 10-K with the U.S. Securities and Exchange Commission on
March 31, 2003, were different from that previously reported in
the Company's fourth quarter and year-end earnings release dated
February 26, 2003.

Subsequent to the February 26th Release (in which no goodwill
impairment charge was recorded in the fourth quarter),
management recently concluded that due to evolving financial and
other factors affecting DDi's business, primarily DDi's recent
discussions with its senior lenders, convertible subordinated
noteholders and other stakeholders, and based on business
valuations that indicated the book value of goodwill was in
excess of its fair value at December 31, 2002, DDi's goodwill
was further impaired and that a reduction to goodwill was
appropriate. Accordingly, DDi calculated and recorded goodwill
impairment charges during the fourth quarter of 2002 of $127.0
million, resulting in total goodwill impairment charges for the
year ended December 31, 2002 of $199.0 million.

As a result of the fourth quarter goodwill impairment charges,
on the basis of generally accepted accounting principles (GAAP),
the Company reported a net loss of $173.2 million, or $(3.58)
per diluted share, for the fourth quarter of 2002, compared to a
net loss on the basis of GAAP of $46.2 million, or $(0.95) per
diluted share, reported in the February 26th Release. For 2002,
on the basis of GAAP, the Company reported a net loss of $288.1
million, or $(5.98) per diluted share, compared to a net loss of
$161.1 million, or $(3.34) per diluted share, reported in the
February 26th Release.

The adjusted net loss and adjusted net loss per diluted share
for the fourth quarter and year end remained the same as
disclosed in the February 26th Release. The February 26th
Release included an explanation of "adjusted net loss" in the
unaudited Condensed Consolidated Statements of Operations
attached thereto under the caption "Supplemental Financial
Information" (appearing below the GAAP presentation of net loss
and net loss per share therein).

DDi also announced that, as a result of the Company's current
expectation (developed subsequent to the February 26th Release)
that neither the principal nor the interest of the convertible
subordinated notes will be repaid in accordance with their
stated terms, the Company reclassified $200.0 million of
indebtedness relating to the DDi Corp. 5.25% convertible
subordinated notes and the 6.25% convertible subordinated notes
to current liabilities at December 31, 2002. Accordingly, on the
basis of GAAP, total current liabilities at December 31, 2002
were $335.0 million and net working capital (defined as total
current assets less total current liabilities) was negative
$225.5 million, compared to total current liabilities of $135
million and net working capital of negative $25.5 million
disclosed in the February 26th Release. Excluding the impact of
the reclassification of the U.S. term loan principal and the
convertible subordinated notes as current obligations, total
current liabilities were $77.5 million and net working capital
was $32.0 million.

In light of its efforts to restructure its debt, the Company
believes that measuring current liabilities and net working
capital on a non-GAAP basis gives the stakeholders of the
Company a better insight into the expected near term cash flow
of the business, absent the Company's creditors availing
themselves of applicable default remedies.

                      About DDi Corp.

DDi is a leading provider of time-critical, technologically
advanced, electronics manufacturing services. Headquartered in
Anaheim, California, DDi and its subsidiaries, with fabrication
and assembly facilities located across North America and in
England, service approximately 2,000 customers worldwide.


DDI CORP: S&P Further Junks Senior Sec. Bank Loan Rating to CC
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on
circuit-board maker DDi Corp.'s senior secured bank loan to 'CC'
from 'CCC-' and lowered the rating on the 6.25% convertible
subordinated note to 'D' from 'C'. At the same time, Standard &
Poor's affirmed the 'C' rating on the 12.5% senior discount note
of DDi Capital Corp., a ratings family member. The ratings on
DDi's senior secured bank loan and DDi Capital's 12.5% senior
discount note remain on CreditWatch with negative implications,
where they were placed on March 6, 2003. The corporate credit
rating on both entities is 'SD'.

The actions were taken because DDi's forbearance agreement with
senior lenders expired today, and the company announced it would
not make the interest payment today on the 6.25% convertible
subordinated note maturing on April 1, 2007. The Anaheim,
Calif.-based company and related entities reported total debt of
about $403 million as of Dec. 31, 2002.

DDi continues to negotiate with its senior lenders and
subordinated convertible noteholders, in efforts to restructure
the company's debt. Independent accountants, engaged by
management, have expressed a substantial doubt about the
company's ability to continue as a going concern.

"We will continue to monitor the company's debt restructuring
efforts" said Standard & Poor's credit analyst Andrew Watt.


DIRECTV LATIN: Proposes Compensation Protocol for Professionals
---------------------------------------------------------------
Joel A. Waite, Esq., at Young Conaway Stargatt & Taylor LLP, in
Wilmington, Delaware, notes that Section 331 of the Bankruptcy
Code requires all professionals to submit applications for
interim compensation and reimbursement of expenses every 120
days, or more often if the Court permits.

Accordingly, DirecTV Latin America LLC seeks the Court's
authority to establish a procedure for compensating and
reimbursing its professionals on a monthly, interim and final
basis to enable the Court and all parties-in-interest to monitor
fees incurred more effectively and on a more current basis.

DirecTV proposes these procedures:

A. Monthly Applications

    The Professional is permitted to be compensated for services
    rendered and reimbursement of expenses incurred:

    (a) on or before the 15th of each calendar month, each
        Professional seeking interim compensation may submit an
        application to the Curt for interim approval and
        allowance of compensation for all services rendered and
        reimbursement of expenses incurred during the
        immediately preceding month.  Each Monthly Application
        will contain:

        -- itemized time records, by timekeeper and matter
           number, of the services rendered and hours expended;

        -- hourly rates charges for the services, if applicable;
           and

        -- a summary statement of the status of all previous
           requests;

    (b) Each Monthly Application will comply with the Bankruptcy
        Code, the Federal Rules of Bankruptcy Procedure,
        applicable Third Circuit law and the Local Rules of this
        Court and will be served to all parties set forth in the
        official service list, the U.S. Trustee, counsel for the
        DIP Lender, and counsel to any statutory committee;

    (c) Each Notice party will have 20 days after service of a
        Monthly Application to object thereto.  If a any Notice
        Party objects to a Professional's Monthly Application,       
        it must file s written objection with the Court and
        serve it on the Professional, and each of the Notice
        Party so that it is received on or before the Objection
        Deadline.  The objection will set forth the nature of
        the objection and the specific amount of fees or costs
        at issue. Thereafter, the objecting party and the
        Professional may attempt to resolve the objection on a
        consensual basis;

    (d) If the parties are unable to reach a resolution of the
        objection within 20 days after the service of the
        objection, the Professional may either:

        -- file a response to the objection with the Court,
           together with a request for payment of the
           difference, if any, between the Maximum Payment and
           the Actual Interim Payment made to the affected
           Professional -- the Incremental Amount, which request
           will be heard at no sooner than 20 days after the
           Professional files and serves the request; or

        -- forego payment of the Incremental Amount until the
           next interim or final fee application hearing, at
           which time the Court will consider and dispose of the
           objection, if requested by the parties;

    (e) Upon the expiration of the Objection Deadline, the
        Professional or DirecTV may file a certificate of no
        objection or certificate of partial objection with the
        Court after which DirecTV is authorized to pay each
        Professional an amount equal to the lesser of:

        -- 80% of the fees and 100% of the expenses requested in
           the Monthly Application -- the Maximum Payment; and

        -- 80% of the fees and 100% of the expenses that are not
           subject to an objection;

    (f) Beginning with the period ending June 15, 2003, and at
        three-month interval or other intervals convenient to
        the Court, each professional will file with the Court
        and serve on the Notice Parties an interim application
        for allowance of compensation and reimbursement of
        expenses, pursuant to Section 331 of the Bankruptcy
        Code, of amounts sought in the Monthly Applications that
        are the subject of the request and any other information
        requested by the Court or required by the Local Rules.
        Additionally, each Professional will serve notice of any
        Interim Fee Application on all parties that have entered
        their appearance pursuant to Rule 2002 of the Federal
        Rules of Bankruptcy Procedure.  The notice will
        indicate:

        -- the Professional seeking fees and expenses;

        -- the period for which fees and expenses were incurred;

        -- the amount previously received by the Professional in
           accordance with the procedures set forth herein; and

        -- the amount sought in the Interim Fee Application;

    (g) Any Interim Fee Application must be filed and served
        within 45 days of the conclusion of the Interim Period
        for which the Interim Fee Application seeks allowance of
        fees and reimbursement of expenses.  The first Interim
        Fee Application Request should cover the Interim Fee
        Period from the commencement of the case through and
        including June 15, 2003.  Any Professional who fails to
        file an Interim Fee Application when due will be
        ineligible to receive further interim payments of fees
        or expenses under the compensation procedures until the
        time as the Interim Fee Application is submitted;

    (h) DirecTV will request that the Court schedule a hearing
        on the Interim Fee Application at least once every six
        months.  However, DirecTV may request a hearing to be
        held every three months or at other intervals as the
        Court deems appropriate;

    (i) The pendency of an objection to payment of compensation
        or reimbursement of expenses will not disqualify a
        Professional from future payment of compensation or
        reimbursement of expenses, unless the Court orders
        otherwise;

    (j) Neither the payment of nor the failure to pay, in whole
        or in part, monthly interim compensation and
        reimbursement of expenses nor the filing of or failure
        to file an objection will bind any party-in-interest or
        the Court with respect to the allowance of interim or
        final applications for compensation and reimbursement of
        expenses of Professionals;

    (k) All fees and expenses paid to the Professionals under
        the Interim Compensation Procedures are subject to
        disgorgement until final allowance by the Court; and

    (l) Except as otherwise set forth herein, any amounts billed
        by the Professionals to DirecTV and any efforts by the
        Professional to collect thereon, will be in accordance
        with the terms and conditions of the engagement of the
        Professional by DirecTV.

B. Committee Member Expenses

    Each member of any committee be permitted to submit
    statements of reasonable expenses and supporting vouchers to
    counsel for the committee, who will then collect and submit
    the requests for reimbursement in accordance with the
    foregoing procedure for interim compensation and
    reimbursement of professionals.

C. Final Applications

    The Professionals should file the final applications for
    compensation and reimbursement in accordance with the
    provisions of the Bankruptcy Code, the Bankruptcy Rules and
    the Local Rules and any orders of this Court, or in
    accordance with other procedures as this Court may authorize
    by separate order, and by the deadline as may be established
    in a confirmed Chapter 11 plan or in an order of this Court.
    The Professionals will serve the final fee applications on
    the Notice Parties and the 2002 Parties.

Mr. Waite says that the procedures suggested will enable DirecTV
to monitor closely the costs of administration, maintain and
forecast a level of cash flow and implement efficient cash
management procedures.  Moreover, those procedures will allow
the Court and key parties to insure the reasonableness and
necessity of the compensation and reimbursement sought. (DirecTV
Latin America Bankruptcy News, Issue No. 2; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


EL PASO ENERGY: Commences Operations of Falcon Nest Platform
------------------------------------------------------------
El Paso Energy Partners, L.P. (NYSE: EPN) commenced operations
at its Falcon Nest Platform at Mustang Island Block A103
approximately 11 months from contract award and one month ahead
of schedule.  The Falcon Nest Platform commenced processing
production from two wells in the Falcon Field on March 15, 2003
and is currently processing approximately 185 million cubic feet
of gas and 650 barrels of condensate per day.  The Falcon Field
is located approximately 32 miles southeast of the platform in
East Breaks blocks 579, 580, and 623 in a water depth of 3,400
feet.  Pioneer Natural Resources Company (NYSE: PXD) is the
owner and operator of the Falcon Field.

EPN constructed, installed, owns, and operates the Falcon Nest
Platform, a new production hub platform, and the Falcon Gas
Pipeline.  Falcon Nest was installed in 390 feet of water with
an initial design capacity of 400 million cubic feet of natural
gas per day (MMcf/d).  The Falcon Gas Pipeline consists of
approximately 14 miles of 18-inch pipeline, which connects the
platform to the Central Texas Gathering System, offshore Texas.

"We are extremely pleased to have assisted Pioneer in bringing
their Falcon discovery into production a month ahead of
schedule," said Robert G. Phillips, chairman and chief executive
officer of El Paso Energy Partners. "This early completion
exemplifies the outstanding capabilities of our engineers and
commercial employees in quickly and efficiently completing
platform and transportation projects for our producer customers
in the Gulf of Mexico.  EPN's project teams work closely with
producers to ensure their infrastructure requirements are met so
that they can maximize their drilling capital.  In addition, we
size our platforms and pipelines to handle additional
production, which encourages drilling for future area  
discoveries in these frontier areas.  This strategy has
positioned EPN at the forefront of providing offshore
infrastructure in the Gulf of Mexico Deepwater Trend."

Scott D. Sheffield, chairman and chief executive officer of
Pioneer, added, "El Paso Energy Partners has been a great
partner to work with on the Falcon project.  I appreciate the
cooperative efforts of EPN's management and operations teams
that were essential in getting this project on stream, under
budget, and ahead of schedule.  We look forward to a strong
relationship with EPN as we continue our success in this area."

Pioneer recently approved the development of the Harrier
discovery as a single well subsea tie-back to the Falcon Field
facilities.  Pioneer will install an additional parallel
flowline connecting the Falcon Field to the Falcon Nest
Platform, doubling the flowline capacity to 400 million cubic
feet of gas per day. Pioneer expects first gas from the Harrier
field within nine months with combined production from Falcon
and Harrier expected to reach 275 million cubic feet per day,
which will be processed on the Falcon Nest Platform and gathered
through the Falcon Gas Pipeline.

Other deepwater projects EPN currently has under way include the
Marco Polo Platform, which it is building through a joint-
venture agreement with Cal Dive International for Anadarko
Petroleum Corporation's Marco Polo Field; its 100-percent owned
Marco Polo oil and natural gas pipelines; the 380-mile Cameron
Highway Oil Pipeline System; and the 86-mile Phoenix natural gas
gathering system for Red Hawk field producers Kerr-McGee Oil and
Gas Corp. and Ocean Energy, Inc.

El Paso Energy Partners, L.P. is one of the largest publicly
traded master limited partnerships with interests in a
diversified set of midstream assets, including onshore and
offshore natural gas and oil pipelines; offshore production
platforms; natural gas storage and processing facilities, and
natural gas liquids fractionation, transportation, storage and
terminal assets.  Visit El Paso Energy Partners on the Web at
http://www.elpasopartners.com

As previously reported, Standard & Poor's Ratings Services
assigned its 'BB-' rating to  pipeline company El Paso Energy
Partners L.P.'s offering of $250 million senior subordinated
notes due 2010 to be privately  placed under Rule 144A of the
Securities Act of 1993. EPN's ratings remain on CreditWatch with
negative implications.

Houston, Texas-based EPN has about $1.9 billion in outstanding  
debt.

DebtTraders says that El Paso Energy Corp.'s 7.625% bonds due
2011 (EP11USR2) are trading at 78 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=EP11USR2for  
real-time bond pricing.


ENRON CORP: ENA Inks Pact Selling Contracts to Arctas for $4MM
--------------------------------------------------------------
Following the commencement of its Chapter 11 case, Enron North
America Corporation began to explore a sale of its interests in
its east development portfolio or specific projects.  The east
development portfolio consists of seven late stage and 21 early
stage development assets comprising approximately 9,000
megawatts under development.  In this regard, ENA contacted and
responded to inquiries from 59 energy and private equity
companies.  From these contacts, approximately 52 companies
signed confidentiality agreements and were given access to all
portfolio documentation via Enron's DealBench Platform.

Although ENA was unable to consummate a transaction involving
all of the portfolio assets, several parties expressed interest
in acquiring certain of these assets, including the Cash Flow
Interest Agreement, dated as of July 1, 1998 between ENA and
Onondaga Cogeneration Limited Partnership, the Amended and
Restated Gas Sales Agreement, effective as of July 1, 1998,
between ENA and OCLP.  The CFIA provides ENA with a contractual
right to a specified percentage of cash flow distributed from
Onondaga Cogeneration Limited Partnership, an approximately 80
MW combined-cycle power generation facility located in upstate
New York, to its owners.  The CFIA was previously held by
Onondaga Energy Ventures LLC, a wholly owned affiliate of ENA.  
OEV has been dissolved and the CFIA has been distributed to ENA.  
The Gas Sales Agreement is set to expire in July 2008.  Pursuant
to the Gas Sales Agreement, ENA and OCLP may enter into
transactions for the firm purchase and sale of gas.

In November 2002, ENA conducted a second marketing effort for
the CFIA and Gas Sales Agreement.  Thirty-one potential
investors were contacted -- 23 of which had been contacted in
the original marketing effort -- and 18 parties executed
confidentiality agreements and conducted due diligence.  Of
these prospective purchasers, three submitted indicative offers.  
After negotiating with these parties over the course of several
months, Arctas-Paragon Investments LLC emerged as the leading
candidate and moved forward with the negotiation of a definitive
agreement.

On March 14, 2003, ENA and Arctas entered into a Purchase and
Sale Agreement for ENA's sale of the CFIA, Gas Sales Agreement
certain related assets.

The sale is free and clear of all liens, claims, interest,
encumbrances, and rights of set-off, recoupment, netting and
deduction.  Moreover, the sale will be subjected to higher and
better offers through an auction.

Salient terms of the Purchase Agreement include:

A. Purchase Price:  The purchase price for the Assets will be
    $4,050,000.  Arctas has placed in escrow an Earnest Money
    Deposit equal to 10% of the Purchase Price and will pay the
    remainder of the Purchase Price at Closing;

B. Assets:  The Assets consist of the CFIA, the Gas Sales
    Agreement and records and claims related thereto, with the
    exception of those documents designated in the Agreement as
    "Excluded Documents;"

C. Transfer Taxes:  Arctas will pay any Transfer Taxes resulting
    from the transactions contemplated by the Agreement;

D. Bankruptcy Court Approvals:  ENA and Arctas will use
    commercially reasonable efforts to cooperate, assist and
    consult with each other to secure the entry of the Bidding
    Procedures Order and the Sale Order;

E. Termination of Agreement:  The Agreement and the transactions
    contemplated may be terminated prior to the Closing by,
    inter alia:

      (i) the mutual written agreement of ENA and Arctas;

     (ii) Arctas, if the Sale Order has not been entered by the
          Bankruptcy Court by May 31, 2003;

    (iii) Arctas, if ENA will have submitted for approval of the
          Bankruptcy Court, or the Bankruptcy Court will have
          approved, an Alternative Transaction or other bid to
          purchase all or any part of the Assets;

     (iv) ENA, if the Sale Order has not been entered by
          July 31, 2003; or

      (v) Arctas or ENA, if the Closing will not have taken
          place on or before 30 days after the entry of the Sale
          Order.

F. Option to Acquire Gas Sales Agreement:  The Agreement
    contemplates that the Gas Sales Agreement will be assumed by
    ENA and assigned to Arctas pursuant to Section 365 of the
    Bankruptcy Code.  Under certain circumstances set forth in
    the Agreement, ENA may elect not to assume the Gas Sales
    Agreement but rather quit claim any of its rights, if any,
    under the Gas Sales Agreement to Arctas pursuant to Section
    363 of the Bankruptcy Code and, under certain circumstances,
    Arctas may elect not to have the Gas Sales Agreement
    assigned to it but instead receive a quit claim of ENA's
    rights, if any, under the Gas Sales Agreement pursuant to
    Section 363 of the Bankruptcy Code.  In other instances, ENA
    may be required to file a notice of rejection of the Gas
    Sales Agreement.  The Agreement contemplates that an
    election between the various options will occur prior to the
    Sale Hearing.

Accordingly, by this motion, ENA seeks the Court's authority to
sell the Agreements to Arctas subject to higher and better
offers that might be received in an auction.

Martin A. Sosland, Esq., at Weil, Gotshal & Manges LLP, in New
York, contends that the Court should allow ENA to sell the
Assets pursuant to Section 363(b) of the Bankruptcy Code
because:

    (a) ENA is not aware of any liens, claims and encumbrances
        related to the Assets;

    (b) the terms of the Purchase Agreement have been negotiated
        at arm's length and in good faith; and

    (c) the sale of the Assets through an auction will maximize
        the value of its estates.

Moreover, as the Agreement contemplates that ENA will assume and
assign the Contracts to Arctas, pursuant to Sections 365(a), (b)
and (f) of the Bankruptcy Code, ENA seeks the Court's authority
to assume and assign the Contracts to Arctas.  Mr. Sosland
assures the Court that ENA is not in monetary default under any
of the Contracts and, thus, is not required to cure any monetary
defaults under the Contracts.  Additionally, Arctas or the
Winning Bidder will present evidence at the Sale Hearing
demonstrating adequate assurance of future performance of the
Contracts. (Enron Bankruptcy News, Issue No. 61; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


EQUUS: Delays Form 10-K Filing Until Numbers Can Be Confirmed
-------------------------------------------------------------
Equus Gaming Company L.P. is still in the process of confirming
operating results from wagering operations in the Dominican
Republic, Puerto Rico and Colombia.  Until the reported numbers
can be confirmed and the results for the year reviewed by the
Company's independent public accountants, Equus Gaming will not
be in a position to file current financial information on Form
10-K for the period ended December 31, 2002.  The Company
expects to file within the next 60 days.

Total Revenues for the fiscal year 2002 will be approximately $4
million greater than the results for the corresponding fiscal
year period of 2001.  This increase in revenue reflects the
losses experienced in fiscal year 2001 as a result of sale of
investments that did not occur in fiscal year 2002.  Commissions
on wagering in fiscal year 2002, the primary source of revenues,
is expected to reflect a decline of approximately $400 thousand
from fiscal year 2001 as a result of the continual degredation
of the total wagering handle.
      
Total Expenses for the fiscal year 2002 are expected to reflect
a decrease of approximatley $6 million as compared to the
previous fiscal year of  2001.  This reduction of expenses is
reflective of management reduction in operating expenses,
salaries and wages, general and administrative expenses,
satellite costs and horseowners purses.
      
The above increase in revenues and reduction in expenses is
expected to reduce the Net Loss by approximately $10 million in
fiscal year 2002 versus fiscal year 2001. The foregoing is
subject to review, change and confirmation.

                        *   *   *

As reported in the Troubled Company Reporter's Sept. 25, 2002,
issue, the Company recognizes its current inability to generate
sufficient cash to support its operations. To overcome its
financial problems, the Company must look to additional revenue
including investment or cost savings from:

     (i)  Requesting license approval in Colombia and Dominican
          Republic for casino and/or sports book operations that
          could generate an additional $7 million in revenues
          annually.

    (ii)  Implementing cost reductions at all properties.

   (iii)  Requesting designation of the El Comandante facility
          as a tourist zone to allow the addition of slot
          machines and authorization for low interest bonds or
          notes.

    (iv)  Receive permission from the Government of Puerto Rico
          to allow video lottery terminals at the OTB Agencies.

     (v)  Expanding simulcasting in Colombia and Dominican
          Republic as well as expanding pool races.

    (vi)  Obtain new bank financing or financing by the Wilson
          family.

There can be no assurance that any of the above will be
achieved, or if achieved, the results will be sufficient to
enable the Company to continue to operate.


EXIDE TECH: McKinsey Settlement Pact Obtains Stamp of Approval
--------------------------------------------------------------
Exide Technologies and its debtor-affiliates sought and obtained
the Court's authority to execute and consummate the Settlement
Agreement between Exide Holdings Europe, S.A., Compagnie
Europeenne D'Accumulateurs, S.A., Euro Exide Corporation Ltd.,
Exide Italia S.R.L., Deutsche Exide GmbH, Exide Transportation
Holding Europe, S.L., and Exide Technologies, Inc., on one hand,
and McKinsey & Company United States, Inc., on the other.

Laura Davis Jones, Esq., at Pachulski, Stang, Ziehl, Young,
Jones & Weintraub PC, in Wilmington, Delaware, informs the Court
that McKinsey filed a Petition to Compel Arbitration against
Exide Holdings Europe, S.A., Compagnie Europeenne
D'Accumulateurs, S.A., Euro Exide Corporation Ltd., Exide Italia
S.R.L., Deutsche Exide GmbH, Exide Transportation Holding
Europe, S.L., -- the Respondents -- in the Southern District of
New York and a Request for Arbitration before the American
Arbitration Association. Neither Exide, nor any of the other
Debtors in these Chapter 11 cases, were named as respondents in
the arbitration.  McKinsey, however, believes that Exide and the
Respondents are jointly and severally liable on the underlying
claim, it proceeded only against the Respondents because of the
applicability of the automatic stay under Section 362 of the
Bankruptcy Code to actions against Exide.

In the arbitration, McKinsey sought to recover $4,656,637 from
the Respondents pursuant to a contract between McKinsey and
Exide and its affiliates.  McKinsey asserted that language in
the contract bound Exide's non-debtor subsidiaries and that it
could thus bring its action for damages pursuant to the Contract
against the Respondents.

Subject to the conditions contained in the Settlement Agreement,
the Respondents will pay $2,900,000 to McKinsey by method to be
designated by McKinsey.  The Parties also agreed that Exide will
consent to the allowance of an unsecured, non-priority,
prepetition claim in McKinsey's favor in these Chapter 11 Cases
amounting to $4,656,637, provided however that in no event will
the total payment received by McKinsey from the Respondents and
from Exide, including the Settlement Payment, exceed $4,656,637
in the aggregate.

In return, the Parties agreed that after McKinsey's receipt of
the Settlement Payment, McKinsey will dismiss its Petition to
Compel Arbitration in the District Court for the Southern
District of New York and all of its pending claims in the
Arbitration against the Respondents with prejudice and without
costs.  Also pursuant to the Settlement Agreement, after receipt
of the Settlement Payment, McKinsey will unconditionally release
from and covenant not to sue Exide or the Respondents, including
those entities' present and former officers, directors,
employees, principals, agents, attorneys, predecessors, parents,
successors, affiliates, subsidiaries, divisions, partners,
limited partners, unincorporated associations, and any other
entity in which they will have a direct or indirect ownership
interest or for which the particular entity has any
responsibility for any claims, demand, judgment, causes of
action, damage, expense or liability which McKinsey may have
against the Released Parties in connection with services
rendered by McKinsey in support of the Strategic Sourcing
Initiative, Project Tiger, preparation for meetings of the Board
of Directors of Exide, or any other projects performed for Exide
or the Respondents.  Exide and Respondents also agreed to
provide a similar release to McKinsey. (Exide Bankruptcy News,
Issue No. 20; Bankruptcy Creditors' Service, Inc., 609/392-0900)


FARMLAND INDUSTRIES: Koch Nitrogen Buying Fertilizer Assets
-----------------------------------------------------------
Koch Nitrogen Company's purchase of selected fertilizer assets
from Farmland Industries was approved by a federal bankruptcy
court in Kansas City, Mo.

The acquisition is subject to regulatory approval and is
expected to close this spring.

The purchase, valued at $293 million, includes a $188 million
cash purchase price for the assets. In an initial letter of
interest to Farmland last fall, Koch Nitrogen had estimated a
cash purchase price of $180 million. The current deal value also
includes approximately $105 million in adjustments for working
capital, debt and assumed liabilities.

"We're excited about this acquisition, as it fits with our
vision of identifying growth opportunities where we can apply
our capabilities to enhance the business," said Jeff Walker,
president of Koch Nitrogen. "Both the domestic and international
assets will improve our ability to serve customers in key
fertilizer markets in the United States, including the
Midwestern corn belt and the Gulf Coast. These assets also
provide a hedge against volatile U.S. natural gas markets."

Four fertilizer plants and 12 terminals are among the U.S.
assets in the acquisition, which also includes Farmland's 50
percent share of Farmland MissChem Limited, which owns an
ammonia plant in the Republic of Trinidad and Tobago.

"We'll work to position these assets to adapt to changing
markets. The long-term success of any U.S. fertilizer producer
is going to be driven by factors such as leadership in building
supply diversity, operations efficiency, compliance and customer
satisfaction," said Walker.

The U.S. production facilities in the purchase are located in
Beatrice, Neb.; Dodge City, Kan.; Enid, Okla.; and Fort Dodge,
Iowa. The terminals are in Aurora and Greenwood, Neb.;
Barnesville, Murdock and Vernon City, Minn.; Conway, Kan.;
Farnsworth, Texas; Henry and Mattoon (Trilla Terminal), Ill.;
and Garner, Sergeant Bluff and Keota (Washington Terminal),
Iowa. Koch Nitrogen also retains an option on a UAN terminal
located in Lawrence, Kan.

The facility in Trinidad, built in 1997, uses that country's
lower-cost natural gas to mitigate the volatility of the North
American natural gas markets. Mississippi Chemical Corp. is the
other shareholder in FMCL.

Koch Nitrogen Company and its affiliates produce, distribute and
globally market nitrogen fertilizers, including anhydrous
ammonia, urea and UAN. Koch Nitrogen is a subsidiary of
privately held Koch Industries, Inc. (http://www.kochind.com),
which owns a diverse group of companies engaged in trading,
investment and operations around the world.


FLEMING: Corp. Credit Rating Slides to D after Bankruptcy Filing
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on national food wholesaler Fleming Cos. Inc. to 'D' from
'CCC-'. The downgrade is based on the company's announcement
that it has filed a voluntary petition for reorganization under
Chapter 11 of the U.S Bankruptcy Court.

The rating was removed from CreditWatch, where it was placed
Sept. 25, 2002. The Dallas, Texas-based company had $2 billion
of total debt outstanding as of Dec. 28, 2002.

"The bankruptcy filing reflects liquidity constraints following
an unsuccessful effort to obtain a new or renegotiated bank
facility, which was necessary given potential covenant
violations under the old agreement," said Standard & Poor's
credit analyst Mary Lou Burde.

The company had also previously announced it likely that its
2002 financial results would need to be restated. Fleming's
challenges include an SEC inquiry into accounting matters,
shareholder lawsuits, the recent departure of the CEO, and the
need to manage a host of business factors. These factors include
downsizing the company to adjust for the loss of the large Kmart
Corp. contract, completing the sale of retail assets, and
integrating the Core-Mark International Inc. acquisition.


FLEMING COS: Fitch Gives Default Rating over Chapter 11 Filing
--------------------------------------------------------------
Fitch Ratings has downgraded the credit ratings of Fleming
Companies, Inc. as followings: secured bank facility to 'DD'
from 'B', senior unsecured debt to 'D' from 'CCC' and senior
subordinated debt to 'D' from 'CC'. The rating actions follow
Fleming's filing under Chapter 11 of the U.S. Bankruptcy Code
and follows a series of downgrades concurrent with the decline
in Fleming's financial position. The ratings are removed from
Rating Watch Negative, where they were placed on Feb. 4, 2003.

The bank facility rating reflects the expectations for recovery
on the $975 million facility which is secured by, among other
things, inventories and accounts receivable, which totaled
approximately $1.6 billion at year-end 2002. The senior
unsecured and subordinated note ratings reflect the limited
recovery that can be anticipated by bondholders. About $1.4
billion in senior unsecured and subordinated debt was
outstanding at year-end.

Fleming remains the largest supplier of consumer packaged goods
to the retail sector, serving over 50,000 retail locations
throughout the U.S.

Fleming Companies Inc.'s 10.625% bonds due 2007 (FLM07USR1),
DebtTraders reports, are trading at 1.375 and 1.875. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=FLM07USR1for  
real-time bond pricing.


FOAMEX INT'L: William Witter Discloses 7.6% Equity Stake
--------------------------------------------------------
William D. Witter, Inc. and William D. Witter beneficially own
1,838,754 shares of the common stock of Foamex International
Inc., representing 7.6% of the outstanding common stock of the
Company.  The corporation and Mr. Witter hold sole power to vote
or direct the vote of 1,635,954 such shares, and sole power to
dispos of, or to direct the disposition of the entire 1,838,754
shares.

The shares owned directly by Witter, Inc. are held on behalf of
various clients of the firm. These clients have the right to
receive or the power to direct the receipt of dividends from, or
the proceeds, from the sale of, such securities.

William D. Witter, Inc. is a New York corporation registered as
an investment adviser under the Advisers Act. Witter, Inc.
serves as an investment adviser for individuals and
institutions. William D. Witter
is the President of William D. Witter, Inc.

                        *   *   *

Foamex, headquartered in Linwood, Pennsylvania, 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.


FOCAL COMMUNICATIONS: Committee Taps Akin Gump as Co-Counsel
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware gave its
stamp of approval to the Official Committee of Unsecured
Creditors of Focal Communications Corporation and its debtor-
affiliates, to retain Akin Gump Strauss Hauer & Feld as Co-
Counsel.

The Committee submits that it will be necessary to employ and
retain Akin Gump to:

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

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

     c) assist the Committee in analyzing the claims of the
        Debtor's creditors and the Debtors' capital structure
        and in negotiating with holders of claims and, if
        appropriate, equity interests;

     d) assist the Committee's investigation of the acts,
        conduct, assets, liabilities and financial condition of
        the Debtors and other parties involved with the Debtors,
        and of the operation of the Debtors' businesses;

     e) assist the Committee in analyzing intercompany
        transactions and issues relating to the Debtors' non-
        debtor affiliates;

     f) assist the Committee in its analysis of and negotiations
        with the Debtors or any third party concerning matters
        related to, among other things, the assumption or
        rejection of certain leases of nonresidential real
        property and executory contracts, asset disposition,
        financing of other transactions and the terms of a plan
        of reorganization for the Debtors;

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

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

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

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

     k) perform such other services as may be required and are
        deemed to be in the interests of the Committee in
        accordance with the Committee's powers and duties as set
        forth in the Bankruptcy Code.

The current hourly rates charged by Akin Gump for professionals  
and paraprofessionals employed in its offices are:

          Partners                      $400 to $735
          Special Counsel and Counsel   $325 to $725
          Associates                    $175 to $400
          Paraprofessionals             $ 45 to $190

The professionals who are presently expected to have primary
responsibility for providing services to the Committee and their
current hourly rates are:

     Michael S. Stamer  Financial Restructuring Partner    $625
     Jonathan Gold      Financial Restructuring Counsel    $390
     Allan Hill         Financial Restructuring Associate  $325

Focal Communications Corporation other related Debtors are
national communicational providers of voice and data services to
communications-intensive users in major cities and metropolitan
areas in the United States.  The Debtors filed a chapter 11
petition on December 19, 2002 (Bankr. Del. Case No. 02-13709).  
Laura Davis Jones, Esq., and Christopher James Lhulier, Esq., at
Pachulski Stang Ziehl Young & Jones PC represent the Debtors in
their restructuring efforts.  When the Company filed for
protection form its creditors it listed $561,044,000 in total
assets and $609,353,000 in total debts.


FORD MOTOR COMPANY: Reports Decreasing March U.S. Sales
-------------------------------------------------------
U.S. customers purchased or leased 302,463 cars and trucks from
Ford, Mercury, Lincoln, Jaguar, Volvo, and Land Rover dealers in
March, down 7.9 percent compared with a year ago.

In the first quarter, the company's sales were 813,214, down 2
percent compared with a year ago.

"We're encouraged by our market share gain in 2003," said Jim
O'Connor, Ford Group Vice President, North America Marketing,
Sales and Service.  "In the first quarter, we achieved one of
the largest share increases among all manufacturers and we
intend to keep the momentum going.  All along we have said our
momentum would be product-led.  We have great products in the
showroom today and even better products on the way."

Ford brand sales in March were 254,765, down 6.6 percent
compared with a year ago.  Ford dealers reported higher sales
for the Ford Focus (up 13 percent) and Ford Escape (up 12
percent).  Sales for America's best-selling vehicle, the Ford F-
Series truck, were 14 percent lower than a year ago and sales
for the Windstar minivan were 25 percent lower than a year ago.  
Later this year, Ford will introduce the all-new F-150 truck and
Freestar minivan. On a year-to-date basis, Ford sales were about
equal to a year ago (down 1 percent).

Sales for Lincoln were 11 percent lower than a year ago,
primarily reflecting lower sales for the LS sedan and
discontinued Continental.  The national advertising campaign for
the redesigned mid-size LS sedan began on Friday, March 28.  
Lincoln dealers reported higher sales of sport utility vehicles
(Aviator and Navigator).

Mercury sales were 28 percent lower than a year ago, primarily
reflecting lower fleet deliveries for the Sable sedan and the
discontinuation of the Cougar coupe and Villager minivan.  Sales
for the Grand Marquis were higher than a year ago.  Later this
year, Mercury will introduce the all-new Mercury Monterey
minivan.

Volvo dealers reported near-record March sales of 12,225, up 26
percent compared with a year ago.  Volvo's all-new sport utility
vehicle, the XC90, achieved its best sales month so far (3,366).  
Volvo sales have increased five months in a row.

Land Rover dealers reported record March sales of 2,814, up 1.5
percent compared with a year ago.  Sales for the all-new Range
Rover more than doubled compared with a year ago.

Jaguar sales were 3,601, down 42 percent from last year's record
sales reflecting lower sales for the X-TYPE.  The all-new XJ
sedan will debut at Jaguar dealers in June.


GE COMM'L: S&P Gives Preliminary Ratings to Series 2003-C1 Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned it preliminary
ratings to GE Commercial Mortgage Corp.'s $1.19 billion
commercial mortgage pass-through certificates series 2003-C1.

The preliminary ratings are based on information as of
April 1, 2003. Subsequent information may result in the
assignment of final ratings that differ from the preliminary
ratings.

The preliminary ratings reflect the credit support provided by
the subordinate classes of certificates, the liquidity provided
by the trustee, the economics of the underlying loans, and the
geographic and property type diversity of the loans. Classes A-
1, A-2, A-3, A-4, B, and C are currently being offered publicly.
Standard & Poor's analysis determined that, on a weighted
average basis, the pool has a debt service coverage ratio of
1.53x, a beginning loan-to-value ratio of 89.7%, and an ending
LTV of 76.57%. Unless otherwise indicated, all calculations
in this report, including weighted averages, do not consider the
B notes for Renaissance Tower Dallas, the Wellbridge Portfolio,
or Walgreens Delray Beach, which are being held outside the
trust.
   
            PRELIMINARY RATINGS ASSIGNED
            GE Commercial Mortgage Corp.
   
      Class                     Rating             Amount ($)
      A-1                       AAA              114,251,000
      A-2                       AAA               107,728,000
      A-3                       AAA               156,655,000
      A-4                       AAA               369,471,000
      B                         AA                 41,709,000
      C                         AA-                16,386,000
      A-1A                      AAA               217,162,000
      D                         A                  25,323,000
      E                         A-                 16,386,000
      F                         BBB+               10,427,000
      G                         BBB                16,386,000
      H                         BBB-               16,385,000
      J                         BB+                25,324,000
      K                         BB                  8,937,000
      L                         BB-                 7,449,000
      M                         B+                  2,979,000
      N                         B                  10,427,000
      O                         B-                  5,958,000
      P                         N.R.               22,345,122
      X-1                      AAA             1,191,688,122
      X-2                      AAA                       N/A

        * The rating of each class of securities is preliminary
          and subject to change at any time. Classes A-1 through
          C are offered publicly.

         Interest-only class.

        N.R. -- Not rated.

        N/A  -- Not applicable.


GENERAL CHEM.: Credit Rating Down to CC on Plans to Miss Payment
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
and senior secured bank loan ratings on General Chemical
Industrial Products Inc. to 'CC' from 'B-' and its subordinated
debt rating to 'C' from 'CCC'. At the same time, Standard &
Poor's placed all ratings on CreditWatch with negative
implications.

General Chemical Industrial Products, based in Hampton, New
Hampshire, is a North American producer of soda ash, and had
about $146 million of debt outstanding as of Dec. 31, 2002.

"The rating actions follow the company's disclosure in an annual
filing with the SEC that it will not make the May 1, 2003,
interest payment due on its subordinated notes as a condition of
the forbearance agreement that it has entered into with its
senior bank lenders," said Standard & Poor's credit analyst
Franco DiMartino. "Accordingly, the corporate credit rating
and subordinated debt rating on the 10.625% notes will be
lowered to 'D' in May if the payment is missed, as anticipated."

Standard & Poor's said that it will continue to monitor the
status of the company's pending interest payments and debt
restructuring efforts prior to resolving the CreditWatch.

General Chemical, with sales of almost $300 million, is a
leading North American and global producer of soda ash, a
chemical used in glass production, detergents, and water
treatment.

General Chem Ind Prod.'s 10.625% bonds due 2009 (GENC09USR1) are
presently trading at 20 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=GENC09USR1
for real-time bond pricing.


GENEVA STEEL: Taps Casey Equipment to Assist in Equipment Sale
--------------------------------------------------------------
Geneva Steel LLC, a wholly-owned subsidiary of Geneva Steel
Holdings Corp (OTC: GNVH), announced that it is currently
seeking buyers for all of its assets, either as a whole or in
separate parts. These assets include equipment, real estate,
emissions credits and water rights.

Geneva also announced it has reached agreement with Casey
Equipment Corporation to assist the Company in pursuing
potential buyers for the equipment to either be operated in
place or relocated. The agreement between Geneva and Casey,
together with any substantial sales of assets, is subject to
bankruptcy court approval.

Casey has created a specific web site featuring Geneva Steel's
equipment at http://www.genevasurplus.comas part of its sales  
efforts. Casey founded in 1962, is a world leading provider of
used and refurbished steel mill equipment. Casey's corporate
headquarters are located near Pittsburgh, Pennsylvania. Casey's
Web site can be found at http://www.caseyusa.com.

Geneva Steel's mill is located in Vineyard, Utah. The Company's
facilities can produce steel plate, hot rolled coil, pipe and
slabs. In January 2002, the Company filed a Chapter 11
bankruptcy proceeding, with the intention of reorganizing and
obtaining financing for a new business plan. On November 18,
2002, the Company announced that it had been unable to obtain
financing for its business plan and would develop a plan that
would likely include a liquidation of the Company either as a
single entity or in smaller pieces.
  

GENUITY INC: Brings-In AP Services as Employees Contractor
----------------------------------------------------------
In connection with the sale of substantially all of Genuity
Inc., and its debtor-affiliates' assets to Level 3, numerous
employees of the Debtors, including members of the senior
management team, left the employ of the Debtors on the Closing
Date to take positions with Level 3.  In anticipation of this
departure, the Debtors signed an engagement letter with AP
Services LLC, which provides that AP Services will provide Eric
Simonsen to serve as a senior officer of the Debtors, with title
and duties to be defined by the Chief Executive Officer.  
Pursuant to the terms of the Engagement Letter, an experienced
staff of temporary personnel provided by AP Services at various
levels will assist Mr. Simonsen in the execution of his duties.

By this motion, the Debtors seek the Court's authority to enter
into an agreement to employ AP Services LLC, nunc pro tunc to
January 8, 2003, as an independent contractor to provide
temporary employees to perform management and administration
services for the Debtors, on the terms of the Engagement Letter
dated January 7, 2003.

The Debtors believe that Mr. Simonsen is highly qualified and
well suited to provide the management and bankruptcy
administration services required by the Debtors.  Mr. Simonsen
has held management positions in public and private companies
that include Chief Executive Officer, Chief Operations Officer,
and Chief Financial Officer.  In addition, Mr. Simonsen is
affiliated with the restructuring firm of AlixPartners, LLC, as
are the members of the Temporary Staff.  AlixPartners, a leading
corporate restructuring advisory firm headquartered in
Southfield, Michigan and with affiliate offices throughout the
United States and Europe, has a wealth of experience providing
services in Chapter 11 cases and an excellent reputation for its
work on behalf of debtors in bankruptcy cases throughout the
United States.  Founded in 1981 as Jay Alix & Associates,
AlixPartners has provided restructuring services in numerous
large cases, including, most recently: In re United Companies
Financial Corp., et al., Case No. 99-459 through 461 (MFW)
(Bankr. D. Del. 1999); In re Service Merchandise Co., et al.,
Case No. 99-02649 (GCP) (Bankr. M.D. Tenn. 1999); In re
Cityscape Financial Corp. & Cityscape Corp., Case Nos. 98-22569
& 98-22570 (ASH) (Bankr. S.D.N.Y. 1998); In re Maidenform
Worldwide, Inc. et al., Case No. 97-44869 (CB) (Bankr. S.D.N.Y.
1997); and In re Foxmeyer Corp., et al., Case Nos. 96-1329
through 1334 (HSB) (Bankr. D. Del. 1996).

Pursuant to the Engagement Letter, Mr. Simonsen and the
Temporary Staff will:

    A. assist with the transition period with respect to the
       expected sale of the Company's assets including the
       preservation of documents and electronic data;

    B. assist with the sale or wind down of international assets
       of the Company;

    C. assist with the orderly liquidation of the remaining
       domestic assets of the Company, including non-debtor
       subsidiaries of the Company;

    D. analyze claims against each of the Debtors, assist the
       Company's counsel to prepare objections to disputed
       claims, and, subject to the approval of the CEO and the
       Board, resolve these claims by settlement or court order;

    E. assist the Company's counsel in connection with the
       preparation of a plan of reorganization for the Company,
       as well as solicitation and confirmation of the plan;

    F. consult with the Board and CEO in connection with the
       retention of professionals, as necessary, for litigation,
       claims administration and other matters; and

    G. perform other tasks as may be mutually agreed between the
       Company and AP Services.

D. Ross Martin, Esq., at Ropes & Gray, in Boston, Massachusetts,
informs the Court that AP Services has been engaged by WorldCom
Inc., itself a Chapter 11 debtor in this Court, to provide
crisis management services and restructuring advice, including
the provision of several officer-level and numerous other
temporary personnel.  Among these personnel, WorldCom retained
Mr. Simonsen as interim controller.  Mr. Simonsen's
responsibilities at WorldCom did not involve any transactions
with the Debtors, and he terminated his connection with WorldCom
on February 26, 2003. Similarly, certain members of the
Temporary Staff have provided services, and, in contrast to Mr.
Simonsen, may continue to provide, services to WorldCom.  
WorldCom and its affiliate UUNET may be substantial creditors of
Genuity.  In light of these circumstances, the Engagement Letter
provides that Mr. Simonsen and members of the Temporary Staff
who have provided services to WorldCom will recuse themselves
from making any decisions and participating in any discussions
regarding WorldCom and UUNET's claims in the Genuity's
bankruptcy cases and any other matters specifically affecting
WorldCom or UUNET.  Mr. Simonsen and the Temporary Staff will
participate in matters that could affect WorldCom or UUNET
insofar as they are general unsecured creditors or utilities,
and the decisions or discussions affect these creditors or
utilities as a class.

In accordance with the Engagement Letter, AP Services will
receive fees for performing the consulting services based on
these range of discounted hourly rates:

       Principals                      $395 - 670
       Senior Associates                305 - 495
       Associates                       260 - 390
       Consultants                      215 - 280
       Analysts                         150 - 180
       Paraprofessionals                105

With the exception of Eric Simonsen and certain other
individuals that may be approved by the Debtors and the
Creditors' Committee, AP Services will be compensated for its
services at the low end of the rates per level.  Eric Simonsen's
rate will be $620 per hour.  AP Services has informed the
Debtors that these hourly rates are subject to periodic review
and revision on January 1 of each year.

In addition to hourly fees, Mr. Martin relates that AP Services
will be compensated for its efforts by the payment of incentive
fees.  The Incentive Fees are designed to reward AP Services for
assisting the Debtors in achieving consummation of a plan of
reorganization, which maximizes the net distributable value of
the estate available to general unsecured creditors.

The Incentive Fees, if any, will be paid according to these
terms:

    A. A $500,000 Incentive Fee will be paid if 50% of the
       assets are distributed by November 30, 2003 and the
       distribution percentage is no less than 7.5% of allowed
       creditors' claims.

    B. An additional $500,000 will be paid if a distribution of
       75% of the assets is made by February 29, 2004 and the
       distribution is no less than 14% of allowed creditors'
       claims.  To the extent that the terms in this
       subparagraph are met with the exception of the
       distribution being made by February 29, 2004, a payment
       will be made amounting to $125,000 to $500,000 -- to be
       determined at the Committee's sole discretion, which
       decision will be based on the timing and amount of
       creditor distributions.  Even if the November 30, 2003
       date is not met, the $500,000 amount will also be paid as
       long as the 14% in this subparagraph is met.

    C. An additional $125,000 will be paid once the cases are
       closed, provided that aggregate distributions to
       creditors are no less than 17.5% of allowed creditors'
       claims.  For each percentage point above 17.5% of allowed
       claim amounts that are distributed to creditors, an
       additional $100,000 will be paid.

    D. The distribution percentage of allowed creditors' claims
       Is defined as:

       x. the total amount of cash actually distributed,
          including undeliverable distributions under a plan of
          reorganization, to general unsecured creditors of any
          of the Debtors, excluding cash distributed to other
          Debtors; divided by

       y. the total amount of general unsecured claims against
          the Debtors that are allowed, without duplication.

       To prevent duplication, general unsecured claims to be
       counted will exclude:

       -- claims that are based on secondary obligations
          of one Debtor for the obligation of another Debtor,
          co-primary obligations with another Debtor or
          obligations as a joint tortfeasor with another Debtor,
          provided that one underlying obligation has been
          included in the total; and


       -- claims of one Debtor against another Debtor.

Consistent with AP Services' policy with respect to its other
clients, the firm will charge the Debtors for reasonable out-of-
pocket expenses incurred in connection with the engagement, like
travel, lodging, telephone and facsimile charges.

According to Mr. Martin, the Debtors will use their best efforts
to include and cover Mr. Simonsen and any member of the
Temporary Staff serving as officers of the Debtors under the
Debtors' current policy for directors' and officers' insurance.  
In the event that the Debtors are unable to include AP Services'
Officers under the D&O Policy, the firm will attempt to purchase
a separate policy for their Officers, the cost of which will be
charged to the Debtors as an out-of-pocket cash expense.

APS Principal Eric Simonsen assures the Court that neither
AlixPartners and AP Services, nor any of their principals,
employees, agents or affiliates, have any connection with the
Debtors, their creditors, the U.S. Trustee or any other party
with an actual or potential interest in these Chapter 11 cases
or their attorneys or accountants.  However, AP Services and its
affiliates provide services in connection with numerous cases,
proceedings and transactions unrelated to these Chapter 11
cases. These include: Questor Partners Fund, L.P. and Questor
Partners Fund II, L.P.; Jay Alix; Questor and AlixPartners;
Questor General Partners, LP and Questor General Partner II, LP;
Ameritech; AT&T; Bellsouth; Benson P. Schapiro; BNP Paribas;
Chase Manhattan Bank; Cisco Systems; Citicorp USA; Comdisco;
Credit Suisse First Boston; Deloitte & Touche; GTE; Integra;
Lazard Freres; MFS Telecom; MFS; NCR Corporation; Nortel
Networks; PricewaterhouseCoopers; QWEST; Reed Smith LLP; Silicon
Graphics; Skadden Arps Slate Meagher & Flom; Southwestern Bell;
Sprint; State Street Bank & Trust; The Bank of New York; The
Industrial Bank of Japan; Toronto Dominion (Texas); Verizon
Instruments; and Wachovia formerly known as First Union.

                          *   *   *

Judge Beatty authorizes the Debtors to employ and retain AP
Services as an independent contractor to provide temporary
employees to perform management and administration services nunc
pro tunc to January 8, 2003.  The indemnification provisions of
the Engagement Letter are also approved, provided, however, that
Mr. Simonsen and other AP Services' employees serving as
officers of the Debtors, if any, will be entitled to receive
only whatever indemnities are made available, during the term of
the engagement, to non-AP Services affiliated officers of the
Debtors, whether under the Debtors' by-laws, certificate of
incorporation, applicable corporation laws, or contractual
agreements of general applicability to the Debtors.  To the
extent AP Services is required to seek its own directors' and
officers' insurance policy, pursuant to the terms of the Letter
Agreement, the firm will charge the Debtors as an out-of-pocket
expense only amounts as are necessary to secure coverage
equivalent to any Contractual Coverage. (Genuity Bankruptcy
News, Issue No. 9; Bankruptcy Creditors' Service, Inc., 609/392-
0900)


GLIMCHER REALTY: Completes $150M Permanent Financing for Polaris
----------------------------------------------------------------
Glimcher Realty Trust, (NYSE: GRT), one of the country's premier
retail REITs, announced that it has secured permanent financing
for Polaris Fashion Place, located in Columbus, OH. The new debt
consists of a 10-year $150 million non-recourse note at a fixed
interest rate of 5.24% and a 30-year principal amortization
schedule.

The loan is secured by Polaris Fashion Place, the Company's
newest development which opened in October 2001. This
approximately 1.6 million square foot upscale regional mall
includes seven anchor stores, which were in place at the
opening, and approximately 400,000 square feet of in-line store
GLA. At March 31, 2003, the in-line store occupancy for the mall
was 94.4%.

The proceeds of the financing were utilized to repay an existing
$119.4 million construction loan. The remaining funds were
distributed to the members on the basis of their equity
interests in the project and to repay member advances. The
Company owns a 39.2% interest in this property.

The Company has also received a commitment and executed a rate
lock agreement in connection with the refinancing of $130
million of non-recourse debt secured by Lloyd Center located in
Portland, OR. The current Lloyd Center mortgage matures November
10, 2003, and has a repayment option on May 10, 2003. The new
debt is to be a 10-year non-recourse note of approximately $140
million that will bear interest at a fixed rate of approximately
5.50% with a 30-year principal amortization schedule.

"These two new loans represent significant progress in
strengthening our balance sheet by extending our average
maturities," said Michael P. Glimcher, President. "This will
significantly reduce our variable rate exposure."

                       About the Company

Glimcher Realty Trust, a real estate investment trust, is a
recognized leader in the ownership, management, acquisition and
development of enclosed regional and super-regional malls, and
community shopping centers.

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


GLOBAL CROSSING: Enters into Commitment Letter with Lenders
-----------------------------------------------------------
Global Crossing Ltd. And its debtor-affiliates sought and
obtained the Court's authority to:

     (i) enter into a commitment letter with Prospective Lenders
         on substantially the terms specified in the Proposal
         Letter and the Fee Letter; and

    (ii) pay a commitment fee equal to 1% of the aggregate
         amount of the commitment under the Working Capital
         Facility.

Paul M. Basta, Esq., at Weil Gotshal & Manges LLP, in New York,
informs the Court that the GX Debtors are in the process of
arranging a working capital facility for New Global Crossing in
connection with the effective date of the Plan.  The GX Debtors
have continued to negotiate with the Prospective Lenders on the
terms of the Working Capital Facility in the event the
Prospective Lenders agree to provide the exit financing.  On
March 21, 2003, the GX Debtors received a proposal letter and
fee letter from Prospective Lenders, which set forth the
material terms pursuant to which the Prospective Lenders would
consider providing an exit financing facility to New Global
Crossing.

Neither the Proposal Letter nor the Fee Letter binds the
Prospective Lenders to make a commitment to provide the Working
Capital Facility.  However, they do describe the material terms
on which a commitment for the Working Capital Facility can be
based.  The GX Debtors hope to receive a commitment from the
Prospective Lenders as soon as the Prospective Lenders complete
their due diligence.

In anticipation of providing a firm commitment for the Working
Capital Facility, the Proposed Lenders have delivered the
Proposal Letter and the Fee Letter to the Debtors, which
together outline the terms of the contemplated financing.  The
salient terms of the proposal are:

    A. Borrowers: New Global Crossing and certain subsidiaries
       to be determined.

    B. Agents: GE Capital, as Administrative Agent,
       Documentation Agent and Collateral Agent and Merrill
       Lynch as Syndication Agent.

    C. Lenders: GE Capital, Merrill Lynch, and other lenders
       acceptable to the agents under the Working Capital
       Facility, and during the primary syndication, acceptable
       to the Borrowers.

    D. Arrangers: GECC Capital Markets Group, Inc. and Merrill
       Lynch.

    E. Amount: Up to $150,000,000, as determined by the Agents
       and, at the Borrowers' request, up to $200,000,000.

    F. Term: The earlier of 42 months or 6 months prior to the
       maturity of the New Senior Secured Notes.

    G. Availability: Up to 85% of the borrowers' eligible billed
       accounts receivable and up to 40% of eligible unbilled
       accounts receivable, less reserves, including a dilution
       reserve to be determined based on historical levels.  The
       Agents will conduct due diligence and determine the
       eligibility percentage, if any, of foreign receivables in
       their sole discretion.  The Collateral Agent will have
       the right from time to time to establish and modify
       advance rates, standards of eligibility and reserves
       against availability in its reasonable credit judgment,
       with notice of any modification to be provided to the
       Borrowers promptly thereafter.  The face amount of all
       letters of credit under the Letter of Credit Subfacility
       will be reserved in full against availability.

    H. Minimum Excess Availability: $50,000,000 until Agents
       receive audited financial statements and the financial
       statements do not reflect any material adverse change
       from the 2001 and 2002 unaudited financial statements and
       disclosure schedules delivered to Agents, all as
       determined in the Agents' reasonable credit judgment.  
       After receipt of the satisfactory 2001 and 2002 audited
       financial statements, minimum excess availability
       requirement to be reduced to $25,000,000 on an ongoing
       basis.

    I. Use of Proceeds: For funding working capital and general
       corporate purposes, and subject to Minimum Liquidity, to
       purchase up to a cumulative total not to exceed
       $25,000,000 of the New Senior Secured Notes.

    J. Interest: At the Borrower's option, either:

        (i) absent a default, 1, 2, 3, or 6-month reserve
            adjusted LIBOR plus the Applicable Margins; or

       (ii) floating at the Index Rate -- higher of Prime or 50
            basis points over Fed. Funds -- plus the Applicable
            Margins.

    K. Applicable Margins: Revolver Index Margin 2%; Revolver
       LIBOR Margin 3.50%; L/C Margin 3.50%.

    L. Fees:

       -- A commitment fee of 1% of the aggregate amount of the
          commitment for the exit financing facility after
          execution of the commitment letter;

       -- A closing fee of 2.875% of the aggregate amount of the
          commitment for the exit financing facility, which will
          be credited amounts paid after execution of the
          commitment letter and any excess amount of the
          deposit;

       -- $200,000 administrative fee payable on the closing
          date and on each anniversary of the closing date;

       -- An arrangement fee of 0.125% of the aggregate amount
          of the commitment for the exit financing facility
          payable to the Administrative Agent under the Working
          Capital Facility;

       -- Letter of Credit Fee equal to the L/C Margin; and

       -- Unused commitment fee of:

           (i) 1% per annum, if the daily average used portion
               of the financing during any month is less than
               33-1/3%; and

          (ii) 0.75% per annum, if the daily average used
               portion of the financing is greater than or equal
               to 33-1/3% but less than 66-2/3%, and 0.50% per
               annum, if the daily average used portion of the
               financing during any month is greater than or
               equal to 66-2/3% of the total commitment for the
               Working Capital Facility.

    M. Default Rates: Up to 2% above the rate otherwise
       applicable.

    N. Collateral: Fully perfected first priority security
       interest in the existing and after acquired real and
       personal, tangible and intangible assets of Borrower.  
       All collateral will be free and clear of other liens,
       claims, and encumbrances, other than a junior lien to
       secure the New Senior Secured Notes to the extent the
       lien is subject to an intercreditor and subordination
       agreement in form and substance satisfactory to Agents
       under the Working Capital Facility and their counsel.  
       Each of the Borrowers' subsidiaries would guarantee the
       obligations of the Borrowers.  Each Borrower would cross-
       guarantee the obligations of each other Borrower.  The
       Collateral Agent will receive a pledge of all of the       
       issued and outstanding capital stock of each Borrower and
       a security interest in all of the assets of each Borrower
       and subsidiary.

    O. Mandatory Prepayments: Customary mandatory prepayment
       after disposition of assets and other transactions to be
       determined.  No mandatory commitment reduction would be
       required after disposition of assets.  Syndication
       Arranger will have the right to syndicate the Working
       Capital Facility.

The Debtors believe that it would be advantageous to put the
Working Capital Facility in place on the effective date of the
Plan.  Mr. Basta contends that closing on an exit financing
facility after the effective date of the Plan will allow the
Debtors to simultaneously secure the New Senior Secured Notes
and the Working Capital Facility.  A coordinated process will be
cost-effective and efficient for New Global Crossing and the
Debtors' creditors.  In addition, the Debtors have determined
that arranging the Working Capital Facility at this time will
facilitate the mechanics of obtaining this facility and will
enhance the business prospects of New Global Crossing.

Although generally a debtor will seek court approval when a
commitment letter has been finalized, Mr. Basta notes that the
Debtors have already spent an extensive amount of time
negotiating the terms of the Working Capital Facility with the
Prospective Lenders in connection with the Proposal Letter.
Accordingly, the Debtors believe that a commitment letter on
substantially similar terms as the Proposal Letter is a
favorable proposal for the Working Capital Facility.  Similarly,
the fees and expenses that are set forth in the Proposal Letter
and Fee Letter were extensively negotiated by the parties in
good faith and are within the range of fees and expenses in the
market for comparable financing facilities.  All of the fees are
payable at closing except for the 1% commitment fee, which is
payable after execution of a commitment letter.  To ensure that
the Debtors are in a position to bind the Prospective Lenders to
these favorable terms, the Debtors want to enter into the
commitment letter and to pay the fees and expenses, including
the 1% commitment fee payable after execution of the commitment
letter, pursuant to the Proposal Letter and Fee Letter. (Global
Crossing Bankruptcy News, Issue No. 37; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


HARBORSIDE HEALTHCARE: 2002 Balance Sheet Insolvency is at $39MM
----------------------------------------------------------------
Harborside Healthcare Corporation announced operating results
for the quarter ended December 31, 2002. Net revenues for the
fourth quarter of 2002 totaled $100,946,000, a 2.7 percent
decrease from the $103,756,000 recorded in the third quarter of
2002 and an 11.8 percent increase from the $90,315,000 recorded
in the fourth quarter of 2001. Total net revenues less facility
operating expenses were $14,891,000 for the fourth quarter of
2002, 17.6 percent lower than the $18,066,000 reported in the
third quarter of 2002 and 4.0 percent lower than the $15,505,000
reported for the fourth quarter of 2001.

For the three months ended December 31, 2002, Earnings Before
Interest, Taxes, Depreciation, Amortization and Rent ("EBITDAR")
(excluding the amortization of prepaid management fees) was
$9,627,000. For the three months ended September 30, 2002,
EBITDAR (excluding the amortization of prepaid management fees
and the incurrence of financing costs) was $12,723,000. For the
three months ended December 31, 2001, EBITDAR (excluding the
amortization of prepaid management fees and the incurrence of
facility reorganization costs) was $10,708,000. For the three
months ended December 31, 2002, the Company reported a net loss
of $3,588,000 compared to a net loss of $2,409,000 during the
third quarter of 2002 and a net loss of $2,277,000 for the
fourth quarter of 2001.

The average occupancy rate was 87.6% during the fourth quarter
of 2002 as compared to 87.7% in the third quarter of 2002 and
88.5% in the fourth quarter of 2001. Quality mix of revenues was
50.5% during the fourth quarter of 2002 as compared to 52.4% in
the third quarter of 2002 and 52.8% in the fourth quarter of
2001.

Net revenues for the year ended December 31, 2002 totaled
$400,224,000, a 15.4 percent increase from the $346,738,000
recorded for the year ended December 31, 2001. Total net
revenues less facility operating expenses were $68,175,000 for
the year ended December 31, 2002, 5.6 percent higher than the
$64,544,000 reported for the year ended December 31, 2001.

For the year ended December 31, 2002, EBITDAR (excluding the
amortization of prepaid management fees and the incurrence of
financing costs) was $47,196,000 as compared to EBITDAR
(excluding the amortization of prepaid management fees and the
incurrence of financial restructuring and facility
reorganization costs) of $44,522,000 for the year ended December
31, 2001. For the year ended December 31, 2002, the Company
reported a net loss of $5,659,000 compared to a net loss of
$16,902,000 for the year ended December 31, 2001.

The average occupancy rate was 87.8% for the year ended December
31, 2002 versus 88.9% for the year ended December 31, 2001.
Quality mix of revenues was 52.8% for the year ended December
31, 2002 as compared to 53.3% for the year ended December 31,
2001.

Harborside Healthcare records a total stockholders' equity
deficit of $39,290,000 as of December 31, 2002 compared to
$31,167,000 in 2001.

Harborside provides high quality long-term care, subacute and
other specialty medical services in four regions - the Midwest,
New England, the Mid-Atlantic and the Southeast. As of December
31, 2002, the Company operated 55 facilities with a total of
6,761 licensed beds.


HAUSER: Files Voluntary Chapter 11 Petition in C.D. California
--------------------------------------------------------------
Hauser, Inc. (OTCBB:HAUS) said that it, and its wholly owned
subsidiaries, Botanicals International Extracts, Inc., Hauser
Technical Services, Inc. and ZetaPharm, Inc., filed voluntary
petitions for reorganization under Chapter 11 of the U.S.
Bankruptcy Code with the U.S. Bankruptcy Court for the Central
District of California.  Chapter 11 allows a company to continue
operating in the ordinary course of business and to maximize
recovery for the company's stakeholders. The Chapter 11 filings
will enable Hauser to continue to conduct business as usual
while it develops a reorganization plan.

Kenneth Cleveland, president and chief executive officer said,
"We are encouraged by the progress we have made to substantially
reduce costs, increase manufacturing efficiencies, consolidate
operations, restructure administrative activities and reduce
operating assets. Additionally, our lender, Wells Fargo, has
worked patiently and professionally with us as we have tried to
restructure our balance sheet. Ultimately, however, Hauser needs
a greater equity base and access to permanent capital. We
believe this bankruptcy filing will afford the company the time
and process to arrange those elements for the benefit of all
interested parties."

Hauser, headquartered in El Segundo, California and Longmont,
Colorado, is a leading supplier of herbal extracts and
nutritional supplements. Hauser also provides chemical
engineering services and contract research and development.
Hauser's products and services are principally marketed to the
pharmaceutical, dietary supplement and food ingredient
businesses. Hauser's business units include: Botanicals
International Extracts, ZetaPharm and Hauser Contract Research
Organization. Hauser also does business using the dba BI
Nutraceuticals.


HAWAIIAN AIRLINES: Asks to Retain Watson & Company as Actuaries
---------------------------------------------------------------
Hawaiian Airlines, Inc., asks for permission from the U.S.
Bankruptcy Court for the District of Hawaii to employ the firm
of Watson & Company as its Actuaries to perform actuarial and
human resources services.

The Debtor reports that it retained Watson & Company prior to
filing for bankruptcy.  Thus, Watson & Company has gained
intimate knowledge on the Debtor's business.

The Debtor expects Watson & Company to provide:

     a) annual recurring services for the Debtor's retirement,
        401(k) and postretirement medical plans;

     b) assistance with union negotiations under the Debtor's
        collective bargaining agreements;

     c) actuarial forecast valuations for the Debtor's
        retirement and postretirement medical plans to project
        the estimated contributions required to fund the plans
        and the estimated expense, liabilities and similar items
        for the Debtor's financial statements;

     d) assistance with plan drafting, preparing summary plan
        descriptions, other employee communications and similar
        work;

     e) assistance with the design, implementation, or
        communication of Debtor's compensation programs;

     f) consultation and calculations with respect to any early
        retirement windows or early retirement incentive program
        designed to encourage employees who meet certain
        eligibility conditions to retire voluntary;

     g) calculations of severance or other special benefits for
        terminating employees;

     h) asset liability modeling stuffy for Debtor's retirement
        programs to determine asset portfolio mix, taking into
        account appropriate levels of risk and other related
        factors; and

     i) other actuarial and benefits, compensation and human
        resources consultation.

Watson & Company's rates range from:

     Senior Actuaries and           $310 to $490 per hour
       Consultants          
     Actuarial Consultants and      $215 to $260 per hour
       Managerial Support     
     Administrative                 $130 per hour

Hawaiian Airlines Incorporated provides primarily scheduled
transportation of passengers, cargo and mail. Flights operate
within the South Pacific and to points on the west coast as well
as Las Vegas.  The Company filed for chapter 11 protection on
March 21, 2003 (Bankr. Hawaii Case No. 03-00817).  Lisa G.
Beckerman, Esq., at Akin Gump Strauss Hauer & Feld LLP represent
the Debtor in its restructuring efforts.  When the Company filed
for protection from its creditors, it listed debts and assets of
more than $100 million each.


HORIZON PCS: S&P Cuts Corporate Credit Rating to CCC- from CCC+
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Chillicothe, Ohio-based wireless service provider
Horizon PCS Inc. to 'CCC-' from 'CCC+'. The outlook is negative.
The company is a Sprint PCS affiliate that serves about 270,900
subscribers in various markets with combined covered population
of about 10.2 million. At the end of 2002, Horizon had total
debt of about $516 million.

The downgrade is based on Horizon's anticipation that it could
violate bank maintenance covenants by as early as first quarter
2003 and, independent of the covenant issue, the very tight
liquidity in the near term that could potentially result in a
bankruptcy filing.

"Given continuing challenges relating to the company's large mix
of subprime credit subscribers, competition, and the weak
economy, Horizon is at substantial risk of violating its maximum
EBITDA loss and minimum revenue covenants, especially as these
quarterly tests become even more restrictive starting this
year," said Standard & Poor's credit analyst Michael Tsao.
Separately, Horizon's current liquidity, which after adjusting
for minimum cash that must be maintained on the balance sheet
and lack of full access to its bank revolving credit facility,
is unlikely to cover funding needs for operating cash losses,
cash interest expense, and capital expenditures of between $80
and $90 million that the company expects for 2003. To deal with
this liquidity issue, Horizon has started the process of
renegotiating or restructuring its equity, debt, and other
contractual obligations and indicated that bankruptcy filing
could follow should these efforts be unsuccessful.

Horizon PCS Inc.'s 14.000% bonds due 2010 (HPCS10USR1) are
currently priced at 7.5 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=HPCS10USR1
for real-time bond pricing.


HYTEK MICROSYSTEMS: Auditors Raise Going Concern Doubts
-------------------------------------------------------
Hytek Microsystems, Inc., designs, manufactures, markets and
sells custom and standard hybrid microcircuits. These
microcircuits utilize thick film technology and consist of
conductive and non-conductive inks that are bonded onto a
substrate and interconnected with various subminiature
electronic components to form a hybrid microcircuit. The Company
also uses other technologies such as Low Temperature Co-fired
Ceramic substrates (LTCC) to produce hybrid circuits. In
addition to custom hybrid microcircuits, the Company also
manufactures delay lines, thermo-electric cooler controllers and
laser diode driver standard products. Hytek was incorporated as
a California corporation on January 4, 1974.

Net revenues in 2002 increased 20% from 2001 levels as the
result of increases in new orders from both new and existing
customers and increased unit sales of the Company's custom  
products. The Company had a net loss of approximately $654,000
in 2002 as compared to a net loss of approximately $2,020,000
during 2001.

The Company's ability to meet varying demand and to develop new
products that contribute to future sales growth is dependent
upon the attraction and retention of qualified technical
employees, for whom there is strong demand. Any failure of the
Company to attract and retain qualified personnel could have a
material adverse effect on its results of operations, cash flows
and financial condition and could limit the Company's potential
future growth. The Company is dependent on certain key suppliers
of raw materials. Any major disruption in production capability
or delay in deliveries by these suppliers would have an adverse
impact on the Company's financial position, cash flows and
results of operations.

The Company's cash position has further deteriorated during 2002
due to poor operating performance. As a result, the Company has
continued to use its credit facilities with Bank of the West and
is, at December 28, 2002, in violation of a loan covenant with
the bank relating to minimum tangible net worth. This covenant
violation, continued operating losses and accumulated deficit at
December 28, 2002, has led to the "going concern" opinion issued
by Hytek's independent auditors. A "going concern" opinion may
have a negative impact on the Company's future competitive
position in the overall marketplace. The bank has agreed to
continue the lending relationship; however, the bank reserves
the right to "call" the loan at its discretion. Any such
decision by the bank would have a serious negative impact on the
Company's ability to continue future operations. Its current
cash flow projections indicate minimal but sufficient cash
balances during the first quarter with cash accumulating during
the second and third quarters of the 2003 fiscal year. If these
projections do not materialize, the Company would have to adopt
further measures to reduce cash outflow.

As stated above, the Company incurred a net loss of $654,000
during the year ended December 28, 2002, and it had an
accumulated deficit of $1,089,000 at December 28, 2002. The
Company had cash and cash equivalents of $446,000 at December
28, 2002, as compared to $902,000 at December 29, 2001. During
2002, the Company generated $241,000 from operating activities,
used $186,000 for the purchase of capital equipment and made
principal payments on its line of credit of $515,000. The total
cash decrease for the 2002 fiscal year was $456,000, net of
$4,000 in proceeds from the exercise of stock options. In
addition, the Company had $335,000 in outstanding borrowings at
December 28 2002, under its loan agreement.  As the Company is
in violation of a financial loan covenant, the note payable is
due on demand. These conditions raise substantial doubt about
the Company's ability to continue as a going concern, as
reflected in the report of independent auditors on the Company's
December 28, 2002 financial statements. During 2002, total
assets decreased by $2,044,000 and the net effect of changes in
current assets and current liabilities resulted in a net working
capital decrease of $483,000. Accounts receivable increased
slightly during 2002 to $1,490,000 at December 28, 2002, as
compared to $1,480,000 at 2001 fiscal year end. At December 28,
2002, accounts in excess of 60 days totaled 19% of total
receivables, as compared to 24% at December 29, 2001. During the
course of the year, the Company has reviewed its exposure to
losses resulting from bad debts and as a result has increased
its reserve for bad debt losses by approximately $50,000.  


KANSAS CITY: S&P Places Low-B Ratings on Watch Negative
-------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB' corporate
credit ratings of Kansas City Southern and Kansas City Southern
Railway Co. on CreditWatch with negative implications. The 'BB+'
senior secured debt rating and 'BB-' senior unsecured debt
rating of Kansas City Southern Railway Co. were also placed on
CreditWatch with negative implications. The rating action
reflects Standard & Poor's concerns that continuing economic
weakness and potential funding requirements related to the
company's investment in Grupo Transportacion Ferroviaria
Mexicana (TFM, B+/Negative/--) could cause a deterioration in
the financial profile of the company.

The Kansas City, Missouri-based Class 1 railroad has about $860
million of debt (adjusted for operating leases).

"The CreditWatch placement reflects uncertainties over the
near-to-intermediate term operating outlook and funding
requirements related to its investment in TFM," said Standard &
Poor's credit analyst Lisa Jenkins.

Although Kansas City Southern is a Class 1 railroad, it is
significantly smaller and less diversified than its peers. Its
core rail operations cover nine states between Kansas City, Mo.,
and the U.S. Gulf Coast, and between Dallas, Texas, and
Meridian, Miss. In addition, Kansas City Southern maintains
ownership interests in the main privatized Mexican railroad
(TFM) and (through TFM) the Texas-Mexican Railway Co. (a short-
line railroad that links the TFM system with Kansas City
Southern trackage and the broader U.S. railroad system). The
economic ownership interest in TFM is currently split as
follows: Kansas City Southern, 37.3%; Grupo TMM S.A.
(CC/Negative/--), 38.8%; and the Mexican government,
23.9%.

In October 2003, the Mexican government has the right to
exercise a put of its ownership interest in TFM to Grupo TFM
(TFM's holding company). If Grupo TFM does not purchase the
government's interest, Grupo TMM and Kansas City Southern would
be obligated to purchase the government's interest. If Grupo TMM
could not purchase its pro rata share, Kansas City Southern
would be obligated to pay the total purchase price which,
measured as of Dec. 31, 2002, would have been approximately $485
million.

Grupo TMM is currently experiencing significant liquidity
pressures and is in the process of trying to complete an
exchange offer for outstanding debt, including debt due in 2003.
Grupo TMM has stated that its existing cash reserves and cash
flow generation will not be sufficient to repay the 2003 notes
at maturity and meet other obligations, if it is unable to
complete the exchange and that if the exchange offer is not
completed, it would need to find an alternative source of
refinancing to repay the 2003 notes or sell assets to generate
cash to satisfy its obligations. Given Grupo TMM's current
financial position, it is unlikely that it will be able to fund
its share of the put option.

Standard & Poor's will meet with management to discuss
near-to-intermediate term operating prospects and financing
plans. If it appears that the financial profile of the company
will be weaker than expected, ratings are likely to be lowered.


KENNY INDUSTRIAL: Looking to AEG as Restructuring Consultants
-------------------------------------------------------------
Kenny Industrial Services, LLC and its debtor-affiliates ask for
permission from the U.S. Bankruptcy Court for the Northern
District of Illinois to retain AEG Partners LLC as Chief
Restructuring Officer and Financial Consultant in these cases.

The Debtors tell the Court that they chose AEG to provide
management and financial advisory service because of AEG's
extensive and diverse experience in providing management and
financial consulting services to companies throughout the United
States.  AEG has indicated its willingness to provide management
and financial advisory services to the Debtors, with Lawrence
Adelman to lead the engagement.

The Debtors expect AEG to:

     a) assist in the evaluation of the Debtor' businesses and
        prospects;

     b) assist the development of the Debtors' business plan;

     c) analyze the Debtors' financial liquidity and financing
        requirements;

     d) analyze various chapter 11 scenarios, including asset
        sales and the potential impact of these scenarios on the      
        value of the Debtors and the recoveries of those
        stakeholders impacted by such scenarios;

     e) make presentations to the Debtors' board of directors,
        creditor groups and other parties in interest, as
        appropriate;

     f) make Lawrence Adelman available to lead the management
        and financial advisory engagement; and

     g) provide such other advisory services as are customarily
        provided in connection with chapter 11 cases such as
        those of the Debtor, as requested and mutually agreed
        upon by the Debtors and AEG.

The Debtors agree to pay AEG a fee of $30,000 advisory fee per
week for AEG's essential services in these chapter 11 cases.  
Additionally, AEG will be paid a success fee upon closing of
substantially all of the Debtors' assets equal to 3% of the
gross proceeds of such sale.

Kenny Industrial Services is a provider of comprehensive
industrial preservation and maintenance services, including
chemical cleaning, waste separation and minimization,
fireproofing, insulation, identification and tagging, and
concrete restoration.  The Company with its debtor-affiliates
filed for chapter 11 protection on February 3, 2003 (Bankr. N.D.
Ill. Case No. 03-04959).  James A. Stempel, Esq., and Ryan
Blaine Bennett, Esq., at Kirkland & Ellis represent the Debtors
in their restructuring efforts.  When the Company filed for
protection from its creditors, it listed $70,189,327 in total
assets and $102,883,389 in total debts.


KMART CORP: Pushing for Approval of Kimco Joint Venture Pact
------------------------------------------------------------
To maximize the value of certain of their fee and leasehold
interest with respect to 316 store locations that they intend to
close, Kmart Corporation and its 37 debtor-affiliates entered
into a joint venture agreement with KRC Property Management I,
Inc., a wholly owned subsidiary of Kimco Realty Corporation, to
jointly market and dispose the Debtors' Properties.  Kimco will
work with the Debtors in identifying retailers, investors,
landlords and other parties interested in obtaining the
Properties and will assist the Debtors in negotiating agreements
with the interested parties.  The locations to be marketed range
in size from 50,000 to over 190,000 square feet and are located
in freestanding, strip and mall locations in 44 states and in
Puerto Rico.

The Debtors chose Kimco as their joint venture partner for
several reasons.  Kimco is the largest owner of neighborhood and
community shopping center with over 500 centers in its portfolio
at this time.  In addition, Kimco has nearly $4,000,000,000 in
assets and over $450,000,000 in annual revenues.

The Debtors also admit that they do not have the expertise, time
or resources necessary to market and dispose of the Properties
without the assistance of a third party with particular
knowledge and expertise that a real estate disposition on this
scale will require.  The Debtors relate that Kimco is a premier
nationwide retail real estate company that has extensive
experience in marketing and disposing of retail locations.  The
Debtors also currently lease 14 properties from Kimco.  Along
with several partners, Kimco also purchased the designation
rights of 54 of the Debtors' store leases in connection with
their 2002 Store Closing Program.  Therefore, Kimco is familiar
with the type and nature of the Debtors' retail properties.

The Debtors ask the Court to approve the Joint Venture
Agreement.

The salient terms of the Joint Venture Agreement with Kimco are:

(1) Parties to the Agreement -- Kmart Corporation and KRC

(2) Properties -- 316 closing stores

(3) Investment by Kimco

     Upon Kmart's prior written consent, Kimco will be permitted
     to invest, redevelop or improve the Properties as may be
     necessary or desirable to preserve and maximize the value
     of the Properties in connection with their marketing and
     sale.

(4) Joint Venture Distributions

     Net Proceeds will be allocated between the parties:

     (a) For the first $75,000,000 of net proceeds from the
         disposition of the Properties, 98.5% will go to Kmart
         and 1.5% to Kimco;

     (b) For Net Proceeds in excess of $75,000,000 but not more
         than $200,000,000, 97.5% will go to Kmart and 2.5% to
         Kimco; and

     (c) For Net Proceeds in excess of $200,000,000, 96.5% will
         go to Kmart and 3.5% to Kimco.

     "Net Proceeds" will consist of total cash consideration
     paid by any purchaser for sales, assignment or termination
     of any interest in the Properties -- including any purchase
     of designation rights -- less deductions for rent, ground
     lease rent, common area maintenance, utilities, real estate
     taxes, insurance, security and other expenses incurred by
     Kmart, and not reimbursed, for each of the Properties from
     and after the date the inventory and fixtures liquidation
     is completed.

(5) Decision-Making Authority

     All decisions regarding the disposition of the Properties,
     and all other major decisions, including determining the
     successful bidder, will be made by Kmart.  Kimco will
     provide regular reports and summaries to Kmart regarding
     the market activity for the Properties.

(6) Budget

     The Agreement sets forth a budget of the expenses to be
     incurred by the joint venture in connection with the
     marketing and disposition of the Properties.  Kimco and
     Kmart will each bear the cost of its own employees.

(7) Expenses

     Each party will bear its own legal and other out-of-pocket
     expenses with respect to the drafting of the Joint Venture
     Agreement.

(8) Sales to Insiders

     Upon Kmart's prior written consent, bids by an insider or
     affiliate of Kimco will be permitted.

(9) Disclosure

     No insider or affiliate of Kimco has any prepetition
     claims, including rejection claims under Section 502(b)(6)
     of the Bankruptcy Code, against Kmart or any of its
     affiliate-debtors or has any interest in any shopping
     center or development in which a Property is located.  
     Kimco is required to update the disclosures if they become
     inaccurate.

The Debtors clarify that nothing in the Joint Venture Agreement
is intended to relieve them of the obligations to comply with
Sections 363 and 365 of the Bankruptcy Code.  To the extent they
enter into particular transactions with respect to particular
owned property or leases, the Debtors will file appropriate
motions with the Court. (Kmart Bankruptcy News, Issue No. 51;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


LEVEL 3 COMMS: Will Release Q1 2003 Results on April 24
-------------------------------------------------------
Level 3 Communications, Inc. (Nasdaq: LVLT) will release its
first quarter 2003 results on Thursday, April 24, 2003, and will
host a conference call at 11 a.m. Eastern time.

The first quarter conference call will be broadcast live on
Level 3's Web site at http://www.Level3.com.  If you are unable  
to join the call via the web, you may access the call at 612-
326-1003.  You may also email questions to
Investor.Relations@Level3.com.

The call will be archived and available on the company's Web
site at http://www.Level3.com,or you may access an audio replay  
until 8 p.m. Eastern time on April 28, 2003 by dialing 320-365-
3844-access code 677263.  For additional information call 720-
888-2502.

                  About Level 3 Communications

Level 3 (Nasdaq: LVLT) is an international communications and
information services company.  The company operates one of the
largest Internet backbones in the world, is one of the largest
providers of wholesale dial-up service to ISPs in North America
and is the primary provider of Internet connectivity for
millions of broadband subscribers, through its cable and DSL
customers.  The company offers a wide range of communications
services over its 20,000-mile broadband fiber optic network
including Internet Protocol (IP) services, broadband transport,
colocation services, and patented Softswitch-based managed modem
and voice services.  Its Web address is http://www.Level3.com

At December 31, 2002, Level 3's balance sheet shows a total
shareholders' equity deficit of about $240 million.


LUSCAR ENERGY: BB Corporate Credit Rating Affirmed by S&P
---------------------------------------------------------
Standard & Poor's Ratings Services affirmed the 'BB' long-term
corporate credit rating on Luscar Energy Partnership, owner of
Canada's largest coal producer Luscar Coal Ltd. At the same
time, the 'BB' senior unsecured debt rating on the US$275
million senior unsecured notes issued by Luscar Coal and
guaranteed by Luscar was affirmed. The outlook is stable. The
ratings were removed from CreditWatch, where they were placed
Nov. 6, 2002.

The ratings actions follow the sale of Luscar's metallurgical
coal assets, including its 50% interest in the Line Creek and
Luscar mines, the undeveloped Cheviot deposit, and its 23%
interest in Neptune Bulk Terminals Ltd., to the newly formed
Fording Canadian Coal Trust. In exchange for its metcoal assets,
Luscar acquired 2.98 million units in the Fording Trust,
representing a 6.3% ownership interest. Pursuant to the same
transaction, the owners of Luscar (Sherritt International Corp.
and the Ontario Teachers' Pension Plan) acquired Fording's
thermal coal assets through a second partnership, Sherritt Coal
Partnership II. Luscar is presently managing these operations on
behalf of SCP II.

The ratings on Luscar reflect the company's below-average
financial profile, offset by its leading domestic market
position as Canada's largest thermal coal producer, with the
majority of its operating margin derived from long-life, stable
mine-mouth operations (mines located in close proximity to the
generating stations they supply).

"Although the restructuring of coal assets between Fording and
Luscar has solidified Luscar's position as the dominant thermal
coal producer in Canada, improving its business profile, the
ratings were left unchanged due to the company's continuing weak
financial measures," said Standard & Poor's credit analyst Chris
Timbrell.

Luscar's EBIT and EBITDA interest coverage ratios were 0.7x and
2.4x, respectively, in 2002, while funds from operations to
total debt was 11.4%. These ratios should improve with the
repayment of the company's C$45 million promissory note to
SaskPower maturing in May 2003, which will reduce interest
expense by C$5.7 million annually. Proceeds arising from a
corresponding special contract payment due from SaskPower will
be applied to repay the SaskPower note. Luscar's financial
performance is expected to be more stable in the future, with
greater stability in earnings from the Fording Trust unit
distributions as compared with profits from its previous direct
ownership of the two metcoal mines.


MAGELLAN HEALTH: Seeking Court Nod on Equity Commitment Letter
--------------------------------------------------------------
Prior to the Petition Date, Magellan Health Services, Inc., and
its debtor-affiliates engaged in extensive negotiations with an
informal committee of holders of their 9-3/8% Senior Notes and
9% Senior Subordinated Notes and certain of their prepetition
senior secured lenders, as well as with Aetna, Inc., formerly
known as Aetna U.S. Healthcare Inc., their most significant
customer, with respect to the terms of a restructuring to be
implemented pursuant to a Chapter 11 reorganization.  One
component of the proposed restructuring was to raise funds to
facilitate the making of payments under a plan of reorganization
and provide the Debtors with sufficient liquidity after the
consummation of the restructuring.

Stephen Karotkin, Esq., at Weil, Gotshal & Manges LLP, in New
York, informs the Court that as a result of those negotiations,
the holders of 52% of the Senior Notes, 35% of the Senior
Subordinated Notes and 45% of the senior secured debt entered
into agreements with the Debtors affirming their support for the
restructuring outlined in the Agreements.  Aetna has also agreed
to the proposed restructuring pursuant to the terms of that
certain Second Amendment to the Master Service Agreement, dated
as of March 11, 2003.  On the Petition Date, the Debtors filed a
plan of reorganization, which contains the terms of the
restructuring consistent with the terms of the Agreements.

Mr. Karotkin notes that a condition to the consummation of the
Plan is that the Debtors realize not less than $50,000,000 in
gross proceeds and $47,500,000 in net proceeds from an offering
of common stock to be consummated in conjunction with the Plan
becoming effective.  As set forth in the Plan, the Debtors
intend to make an offering of the common stock to the holders of
general unsecured claims pursuant to the Plan.  As a condition
to confirmation, the Plan provides that the Debtors must enter
into a commitment letter with one or more parties to purchase
any common stock not purchased by the general unsecured
creditors pursuant to the Plan.

To fulfill the condition to confirmation and consummation as
specified in the Plan and the Agreements, Mr. Karotkin relate
that the Debtors sought a commitment prior to the Petition Date
from their primary creditor constituencies, as well as a
potential third party investor, for an equity and debt infusion
to be made in conjunction with the effectiveness of the Plan.
After extensive discussions with various creditor constituencies
and third party investor, the Debtors received only two
definitive proposals to provide financing in connection with the
consummation of the restructuring.  Initially, one holder of the
Senior Notes was willing to invest $20,000,000 in the form of
new debt.  Another proposal was made by Amalgamated Gadget, L.P.
and Pequot Capital Management, Inc., both on behalf of certain
managed funds and accounts, who were willing to invest
$30,000,000 in exchange for common stock of the reorganized
Debtors.

After extensive negotiation with the Investors, the Debtors and
Amalgamated and Pequot reached an agreement on the terms and
provisions of the investment as set forth in an equity
commitment letter.  The Investors also agreed to increase their
commitment to make an equity investment from $30,000,000 to
$50,000,000. The Investors' proposal will improve the Debtors'
capital structure because, given the equity nature of the
investment at issue, the Debtors will not be required to take on
additional debt to obtain the additional $50,000,000.  On
March 10, 2003, the Debtors entered into a commitment letter
with the Investors. Pursuant to the Equity Commitment Letter,
the Investors agreed to commit to invest up to $50,000,000 to
purchase a portion of the common stock of the reorganized
Debtors issued pursuant to the Plan.

By this motion, the Debtors ask the Court to approve their
Equity Commitment Letter with Amalgamated Gadget, L.P. and
Pequot Capital Management, Inc.

The salient terms of the Equity Commitment Letter are:

    A. The Investors commit, on a standby basis, to make an
       investment of up to $50,000,000 to purchase the common
       stock of reorganized Magellan, the proceeds of which will
       be used for general corporate purposes and to make
       certain payments to facilitate consummation of the Plan.

    B. In exchange for the entire $50,000,000 investment, the
       Investors will receive, as of the effective date of the
       Plan, 26.5% of the outstanding New Stock.  To the extent
       the Investors are required to purchase fewer shares of
       New Stock because holders of general unsecured claims
       subscribe for New Stock in the offering, the Investment
       will be similarly reduced pro rata.

    C. All holders of general unsecured claims in Class 7 under
       the Plan that have been finally allowed or estimated
       pursuant to Bankruptcy Rule 3018(a) will have the right
       to elect to participate in the Investment on a pro rata
       basis under the Plan and, to the extent that any or all
       of the investment is not subscribed to and purchased by
       the claimants, the Investors will purchase the  balance.

    D. The initial Board of Directors of reorganized Magellan
       will consist of seven directors:

       1. Three directors will be allocated to the Investors;

       2. Two additional directors will be selected by mutual
          agreement of the Investors and the Committee, unless
          the Investors purchase less than $25,000,000 of the
          New Stock; or, alternatively, if the Investors
          purchase less than $25,000,000 and more than
          $12,500,000 of the New Stock, one Agreed Director will
          be selected by mutual agreement of the Investors and
          the Committee;

       3. Two additional directors, each a Consent Director,
          will be selected by the Committee or  subject to the
          reasonable consent of the Investors, unless the
          Investors purchase less than $25,000,000 of the New
          Stock; or, alternatively, if the Investors purchase
          less than $25,000,000 and more than $12,500,000 of the
          New Stock, one Consent Director will be selected by
          the Committee, subject to the reasonable consent of
          the Investors.  Under all circumstances, the Investors
          will be entitled to designate Investor Directors,
          agree to Agreed Directors and consent to Consent
          Directors unless, on the Plan effective date, the
          Investors hold 15% or less of the New Stock.  The
          "Committee" means:

          a. to the extent holders of Senior Notes and Senior
             Subordinated Notes that have signed Agreements and
             their Indenture Trustees comprise a majority
             thereof, it will be the Official Committee of
             Unsecured Creditors; or

          b. if the Consenting Noteholders do not comprise a
             majority of the Creditors' Committee, the Committee
             will mean the Consenting Noteholders, other than
             the Investors.

    E. The charter and by-laws of reorganized Magellan in effect
       on the Plan effective date will provide that the
       Investors will have the right to designate directors:

       1. so long as Amalgamated holds more than 20% of the
          outstanding New Stock, it will be entitled to
          designate two directors; and if it holds less than 20%
          but more than 10% of the stock, it will be entitled to
          designate one director; and

       2. so long as Pequot Capital holds more than 10% of the
          outstanding New Stock, it will be entitled to
          designate one director.

    F. The Investors' obligation to make the investment is
       conditioned on a number of items, as set forth in the
       Equity Commitment Letter, including:

       1. no Material Adverse Change will have occurred;

       2. compliance with a revenue and EBITDA condition;

       3. the Debtors having cash or availability as of the Plan
          effective date of at least $20,000,000, and projected
          cash or availability in such amount for 18 months
          thereafter; and

       4. confirmation of the Plan in form and substance
          materially consistent with the Term Sheet.

    G. The Investors have the right to terminate the Equity
       Commitment Letter after the occurrence of certain events,
       including:

       1. failure to pay the Commitment Fee;

       2. failure to file a disclosure statement on or before
          March 26, 2003;

       3. failure of the Bankruptcy Court to approve the Equity
          Commitment Letter on or before April 5, 2003;

       4. failure to obtain Bankruptcy Court approval of the
          disclosure statement on or before June 9, 2003;

       5. the Bankruptcy Court does not confirm the Plan on or
          before November 15, 2003;

       6. the Plan does not become effective on or before
          December 15, 2003;

       7. the Debtors will breach any material provision of the
          Equity Commitment Letter; and

       8. the Plan is withdrawn or modified to provide for any
          terms materially adverse to the Investors or
          inconsistent with the terms of the Equity Commitment
          Letter.

    H. The Equity Commitment Letter provides for the payment of
       various fees, indemnification and expense reimbursement:

       1. The Debtors have agreed to reimburse the Investors for
          all reasonable actual fees and expenses incurred by or
          on behalf of the Investors in connection with the
          preparation and execution of the Equity Commitment
          Letter and all of the documentation related.  The
          Expense Reimbursement is capped at $250,000.  On
          March 10, 2003, the Debtors paid a $250,000 advance in
          respect of the Expense Reimbursement.  In addition,
          the Debtors are also required to reimburse the
          Investors' expenses for their participation in any
          litigation, contested matter and adversary proceedings
          in connection with the Equity Commitment Letter;
          however, this reimbursement obligation is not subject
          to the Cap;

       2. The Debtors are required to indemnify the Investors
          from and against all losses, claims, damages,
          liabilities and other expenses to which they may
          become subject in connection with or relating to the
          Equity Commitment Letter or the use of the proceeds of
          the investment. The Indemnification Obligation is to
          be paid to the Indemnified Party on an as-incurred
          monthly basis.  The Debtors are not required to
          indemnify an Indemnified Party for:

          a. that party's gross negligence or willful
             misconduct; or

          b. disputes arising from an Indemnified Party's breach
             of the Equity Commitment Letter or breach of any
             other agreement between an Indemnified Party and
             the Debtors;

       3. The Debtors are required to pay the Investors a
          $1,000,000 break-up fee if the Debtors fail to
          consummate the Investment on or before
          December 15, 2003 as a result of, among other things:

          a. consummation of an equity investment other than the
             Investment;

          b. breach of the Equity Commitment Letter or the term
             sheet;

          c. submission of a plan that is materially adverse to
             the Investors, materially inconsistent with the
             Term Sheet or if the Debtors move to withdraw or
             Withdraw the Plan; or

          d. the Plan is not confirmed by the Court by
             November 15, 2003; and

       4. The Debtors are required to pay the Investors a
          $1,500,000 commitment fee.  Half of the Commitment
          Fee will be earned after acceptance of the Equity
          Commitment Letter and paid within three business days
          of Bankruptcy Court approval.  The other half will be
          earned and paid:

          a. when the Investment is made and made for at least
             $25,000,000;

          b. consummation of an equity investment other than the
             Investment; or

          c. if the Debtors fail to consummate the Investment
             because the Equity Commitment Letter has been
             terminated by the Investors based on an occurrence
             that would also give rise to the payment of the
             Break-Up Fee.

The Debtors received no other offers to purchase equity other
than that of the Investors.

Based on the facts and circumstances of these cases, the Debtors
submit that good and sufficient justification exists warranting
approval of the Equity Commitment Letter, including the Expense
Reimbursement, the Indemnification, the Break-Up Fee and the
Commitment Fee provided.  Mr. Karotkin tells the Court that the
Equity Commitment Letter, and the transactions contemplated,
will provide the Debtors with the liquidity necessary to
consummate the Plan and satisfy the conditions to confirmation
and consummation.  Indeed, having the commitment in place
provides the Debtors' business partners and all other parties-
in-interest with a degree of assurance that the restructuring
embodied in the Plan is achievable, thereby enhancing confidence
in the business enterprise and fostering the reorganization
effort.  To be sure, having it in place on the Petition Date and
approved this early in the Chapter 11 process can only further
buttress the Debtors' overall commercial stability.  Under these
circumstances, the reasonableness of the Debtors' business
judgment in entering into the Equity Commitment Letter is self-
evident.

Mr. Karotkin contends that the Equity Commitment Letter is the
product of arm's-length negotiations between the Debtors, the
Investors and their attorneys, and is not in any way tainted by
self-dealing or manipulation.  These Equity Commitment Letter
Obligations will not chill or discourage potential investment in
the reorganized Debtors.  The Break-Up Fee and the Commitment
Fee, taken as a whole, represent only 5% of the $50,000,000
investment commitment.  Rather than chilling investment, these
reasonable protections enable the Debtors to establish a
benchmark for any further investment negotiations, and provide a
catalyst for other potential investors to submit competitive
investment proposals.

Mr. Karotkin further asserts that the Equity Commitment Letter
Obligations also are a fair and reasonable percentage of the
proposed equity investment.  Assuming that the Plan is
consummated as contemplated, the Commitment Fee represents, at
most, only 3% of the aggregate cash investment to be made by the
Investors pursuant to the Equity Commitment Letter.  With
respect to the Commitment Fee, the second payment required under
the Equity Commitment Letter in connection therewith is a
contingent obligation.  Additionally, according to the Plan and
in conjunction with the Equity Commitment Letter, if the
Debtors' general unsecured creditors agree to purchase at least
$25,000,000 of the New Stock of the reorganized Debtors, the
Investors are not entitled to the second half of the Commitment
Fee.  Thus, the Commitment Fee could be as low as 1.5%.

Assuming another potential investor makes an investment on terms
more favorable than those set forth in the Equity Commitment
Letter, the incremental cost to the Debtors will only be 2% of
the aggregate cash investment, bringing the total cost to the
Debtors to only 5% of the aggregate cash investment.  These fees
are reasonable, particularly when considered in the context of
the clear benefit, at this early state of the Chapter 11
process, the commitment provides to the Debtors and to the
entire reorganization effort.

Mr. Karotkin notes that an essential element of the Plan is the
availability of sufficient financing after the Debtors'
emergence from Chapter 11.  Not only does the Equity Commitment
Letter provide this availability, but it also provides a degree
of assurance at the inception of these cases that the Debtors
have the financial support to effectuate their planned
restructuring. Under these circumstances, the Debtors believe
that the terms and provisions of the Equity Commitment Letter
and the Equity Commitment Letter Obligations are eminently
reasonable and should be approved by the Court. (Magellan
Bankruptcy News, Issue No. 4: Bankruptcy Creditors' Service,
Inc., 609/392-0900)  


MISSION RESOURCES: S&P Pulls Credit Ratings Down to CCC+ to CCC-
----------------------------------------------------------------
Standard & Poor's Rating Services lowered its corporate credit
rating on independent oil and gas exploration and production
company Mission Resources Corp. to 'CCC+' from 'B' and its
subordinated debt rating to 'CCC-' from 'CCC+'. At the same
time, Standard & Poor's removed Mission's senior secured debt
rating as the company has terminated its rated facility. A new
senior secured facility is unrated. The outlook is negative.

Houston, Texas-based Mission has about $208 million of debt
outstanding, pro forma for the recently announced acquisition of
$97.6 million of its 10 7/8% senior subordinated notes for about
$71.7 million plus accrued interest.

"Mission has proven reserves as of Dec. 31, 2002, of 38.2
million barrels of oil equivalent (mmboe) (77% proved developed,
64% oil) located primarily in the Permian Basin (43% of
reserves), the Gulf Coast (33%), and East Texas (11%)," noted
Standard & Poor's credit analyst Steven K. Nocar.

The downgrade on Mission reflects the following:

     --Mission has limited near-term liquidity and is highly
       reliant on higher-than-average commodity prices to fund
       its debt service and reserve replacement expenses.
       Mission's liquidity consists primarily of about $16
       million of cash balances, pro forma for Mission's newly
       implemented and fully drawn $80 million senior secured
       credit facility. Proceeds from the credit facility were
       primarily used to acquire the notes.

     --To obtain additional liquidity, Mission's financial
       flexibility is diminished, as it has granted the lenders
       under its new credit facility a security interest in its
       reserves, excluding Mission from using these assets as a
       potential source of security for future financings. While
       Mission has a carve-out for a working capital facility,
       such a facility is at the lenders' discretion.

     --Based on normalized oil and gas prices, Standard & Poor's
       believes that Mission's discounted future cash flows
       related to proved oil and gas reserves is weak and
       insufficient to cover total debt outstanding of about
       $208 million, potentially leaving the bondholders with an
       incomplete recovery if the company were to file for
       bankruptcy.

Mission's current operating costs are high at $10.36 per boe
(including production taxes), compared with peer averages of
about $4.20 per boe, which is attributed to the high costs
associated with secondary recovery techniques employed in the
Permian basin and East Texas. Future operating costs are
expected to moderate slightly because of the recent sale of
high-cost Permian Basin and East Texas properties.

The negative outlook reflects continued uncertainty regarding
Mission's operational and financial condition. The ratings could
be downgraded due to liquidity constraints that are preventing
the company from sufficiently investing to grow production
capacity. Without material improvement in the company's internal
cash generation, productive reinvestment, and access to external
capital, the company could be hardpressed to repay or refinance
its obligations.


MTS INC: Reports Declining Revenues in January 2003 Quarter
-----------------------------------------------------------
MTS, Incorporated, dba Tower Records, the leading independent
specialty retailer of packaged and digital entertainment,
reported financial results for the three and six-month periods
ended January 31, 2003.

Net revenues for the three months ended January 31, 2003 were
$176.8 million, compared with $194.3 million for the three
months ended January 31, 2002. The company's net revenues for
the three months ended January 31, 2003, were comprised of
$164.5 million of US revenues and $12.3 million of international
revenues, compared with $176 million of US revenues and $18.3
million of international revenues for the three months ended
January 31, 2002.

For the six months ended January 31, 2003, the company's net
revenues were $306.9 million, compared with $334.4 million for
the six months ended January 31, 2002. The company's net
revenues for the six months ended January 31, 2003, were
comprised of $284.1 million of US revenues and $22.8 million of
international revenues, compared with $302.4 million of US
revenues and $32.0 million of international revenues for the six
months ended January 31, 2002.

The company also reported a 4.1% decrease in same-store sales
for the three months ended January 31, 2003, compared with the
three months ended January 31, 2002, and a decrease of 5.1% in
same-store sales for the six months ended January 31, 2003,
compared with the six months ended January 31, 2002.

"In spite of a challenging market place, and in an industry
where we have seen the value of music shipments fall by 8.2 %
and music sales in the US drop by 11%, we are encouraged by our
performance in the last quarter, particularly in the market
share gains we have made in the DVD category, and in our ability
to outperform the industry in our domestic music business," said
Tower Records' President, Michael Solomon. He commented further,
"Moving forward, our priority is to return the company to
profitability and to a position of stability. As we continue our
turnaround we will monitor all of our stores with a view to
improved performance throughout the domestic market."

In addition, the company reported that it had amended its report
on Form 10-Q for the first fiscal quarter ended October 31,
2002, to reflect adjustments relating to employee severance
costs.

                      About Tower Records

Since 1960, Tower Records has been recognized and respected
throughout the world for its unique brand of retailing. Founded
in Sacramento CA, by Chairman Emeritus, Russ Solomon, the
Company's growth over four decades has made Tower Records a
household name.

As of January 31, 2003, Tower Records owned and operated 105
stores worldwide with 63 franchise operations. The company
opened one of the first Internet music stores on America Online
in June 1995 and followed a year later with the launch of
TowerRecords.com.  The site was named among the top 50
retail Web sites by Internet Retailer magazine.

                            *   *   *

As previously reported in the January 31, 2003, issue of the
Troubled Company Reporter, Standard & Poor's Ratings Services
said that it raised its corporate credit rating on MTS Inc., to
'CCC+' from 'CCC' and removed the rating from CreditWatch with
positive implications.

The outlook is negative. Sacramento, California-based MTS had
total debt outstanding of $209 million as of Oct. 31, 2002.


NAT'L CENTURY: Judge Calhoun Okays Grant Thornton's Retention
-------------------------------------------------------------
Since the National Century Debtors' filing of its application to
employ Grant Thornton, LLP, as their tax consultants, nunc pro
tunc to January 27, 2003, the U.S. Trustee has communicated
informally to the Debtors certain concerns regarding the terms
of GT's retention.

Charles M. Oellermann, Esq., at Jones, Day, Reavis & Pogue, in
Columbus, Ohio, relates the U.S. Trustee, counsel to GT and
counsel to the Debtors engaged in discussions.  Consequently,
the Debtors and GT have agreed to modify the terms of GT's
indemnification.

Notwithstanding any provision of the Engagement Letter regarding
indemnification, GT, its managing directors, directors,
employees and agents will only be indemnified for any and all
claims, liabilities, losses, costs, damages or expenses asserted
against or incurred by GT or any person or agent by reason of,
or arising out of, GT's engagement by the Debtors to the extent
the claims, liabilities, losses, costs, damages or expenses do
not result from the willful misconduct, dishonesty, fraudulent
act or omission or negligence of GT or any person or agent.  The
Engagement Letter did not exclude negligent acts from the scope
of indemnification.

Mr. Oellermann contends that the revised terms of the GT
engagement are fair and reasonable.  Specifically, the revised
indemnification provision is substantially identical to the
terms of indemnification approved by the Court previously for
other estate professionals.

Mr. Oellermann also reiterates that GT's services are important
to the Debtors' restructuring efforts and will benefit the
Debtors' estates and creditors.

Accordingly, the Debtors ask the Court to approve the revised
terms of GT's engagement.

After due deliberation, Judge Calhoun Jr. permits the Debtors to
employ GT as their tax consultants pursuant to the Revised
Engagement Letter.

                            *   *   *

As previously reported, GT will provide a variety of tax
accounting, compliance and consulting services in these cases.  
These services include:

    (a) preparation of the Debtors' consolidated federal income
        tax returns for the period ending December 31, 2002 and
        subsequent periods and the pursuit of any refund claims
        for those or previous periods;

    (b) preparation of Ohio separate company income tax returns
        for the period ending December 31, 2002 and subsequent
        periods and the pursuit of any refund claims for those
        or previous periods;

    (c) preparation of any amended tax returns that are
        necessary;

    (d) assistance with any federal or state tax audits of the
        Debtors; and

    (e) provision of advice with respect to any other tax issues
        arising in these cases.

In exchange for GT's services, it intends to:

    -- charge for its services on an hourly basis in accordance
       with its ordinary and customary hourly rates in effect on
       the date the services are rendered; and

    -- seek reimbursement of actual and necessary out-of-pocket
       expenses.

John K. Keener, a partner in Grant Thornton LLP, advised Judge
Calhoun that GT's hourly rates, which may change from time to
time in accordance with GT's established billing practices and
procedures, as of January 24, 2003 are:

     Professional                Rate
     ------------                ----
     Specialty Consulting/
     Transaction Partners        $525

     Partners/Directors           450

     Senior Managers              380

     Managers                     290

     Senior Associates            210

     Associates                   145

     Administrative Personnel      50

(National Century Bankruptcy News, Issue No. 13; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


NATIONAL STEEL: Asking for Sept. 5 Lease Decision Time Extension
----------------------------------------------------------------
Presently, National Steel Corporation and its debtor-affiliates
are lessees with respect to numerous unexpired leases of non-
residential real property.  By this motion, the Debtors ask the
Court for another extension of the time within which they may
assume or reject unexpired leases of non-residential real
property.  Specifically, the Debtors propose to extend the lease
decision deadline to September 5, 2003.

According to Mark P. Naughton, Esq., at Piper Rudnick, in
Chicago, Illinois, the Debtors need to complete the sale process
to determine whether they will be selling their assets, and if
so, which of the Unexpired Leases the successful bidder would
want assumed and assigned to it.  On the other hand, if the
Debtors will not be selling their assets, they will need to
complete their evaluation of their business to finalize a
strategic, stand-alone business plan with respect to these
businesses and to determine which of the unexpired leases they
need to assume within the business plan.

Mr. Naughton assures the Court the Debtors will make the
required Payments of the monthly rent attributable to the
postpetition period.  The Debtors have the financial ability and
intend to continue to perform their obligations under the
Unexpired Leases.

Mr. Naughton explains that if the lease decision period is not
extended, the Debtors may be compelled, prematurely, to assume
substantial, long-term liabilities under the Unexpired Leases or
forfeit benefits associated with some leases, to the detriment
of the Debtors' estate. (National Steel Bankruptcy News, Issue
No. 27; Bankruptcy Creditors' Service, Inc., 609/392-0900)


NATIONAL VISION: Reports 2002 Results & $2.9M Sr Note Redemption
----------------------------------------------------------------
National Vision, Inc. (Amex: NVI), the nation's fifth largest
optical company, announced that it will restate its 2001
financial statements in order to adjust deferred income tax
assets and liabilities that were recorded under "fresh start"
accounting upon the Company's emergence from bankruptcy
proceedings as of June 2, 2001. Upon completion of the
restatement, the Company expects the December 29, 2001 balance
sheet to reflect a current deferred income tax asset of
approximately $5 million and a related deferred income tax
liability of approximately the same amount.

The Company also expects to make substantial revisions to the
footnote disclosure relating to income taxes. The Company also
announced that it would postpone its annual meeting of
shareholders, previously scheduled for June 26, 2003, to a date
that will be subsequently announced.

The Company does not expect these adjustments to affect its cash
position, or its operating income or earnings before interest,
taxes, depreciation and amortization (EBITDA) in any prior or
future period, nor to affect any previously calculated mandatory
redemption amount related to its senior notes.

The 2001 financial statements were audited by Arthur Andersen
LLP. Since Arthur Andersen LLP has ceased operations, thereby
eliminating the possibility of the re-issuance of their audit
report, the entire 2001 financial statements must be re-audited.
The Company has engaged Deloitte & Touche LLP, its current
auditors, to perform such audit, which is expected to be
completed June 2003. The Company will file its Annual Report on
Form 10-K containing audited financial statements for 2002, 2001
and 2000 as soon as practicable after such audit is completed.
In the interim, the Company expects to file unaudited
supplemental information concerning 2002 results in a Current
Report on Form 8-K within five business days.

The Company has no reason to believe that there will be any need
to adjust any items in the 2001 financial statements to be
presented in the 2002 Form 10-K other than the deferred income
tax accounts and footnote disclosure described above. However,
there can be no assurance that the re-audit will not lead to
additional adjustments.

The adjustments described above are not expected to have any
impact on the 2002 financial results, although there can be no
assurance that additional adjustments will not arise from the
re-audit of the 2001 financial statements. Subject to such
qualification, the Company announced the following preliminary
unaudited results for the three months and twelve months ended
December 28, 2002.

For the quarter, the Company recorded net sales of $61.5 million
and gross profit of $31.7 million, versus net sales and gross
profit of $57.2 million and $30.1 million, respectively,
recorded in the comparable period last year. Comparable store
sales from domestic stores increased by +5.5% from levels
recorded in the comparable period last year. Operating income in
the current period was $92,000, an increase of $140,000 over
amounts recorded in the comparable period last year. Earnings
before interest, taxes, depreciation, and amortization (EBITDA)
in the current period were $4.5 million, down slightly from
EBITDA of $4.9 million achieved in the comparable period last
year. At the end of the fourth quarter, the Company operated 518
vision centers, versus 514 vision centers at the end of the
fourth quarter a year ago. Of the Company's vision centers open
at December 28, 2002, 399 are in domestic Wal*Mart stores, 37
are in Wal*Mart de Mexico stores, 58 are located in Fred Meyer
stores, and 24 are on military bases throughout the United
States. Subsequent to year-end and as of March 31, 2003, the
Company has closed thirteen Wal*Mart vision centers in
accordance with the Wal*Mart master license agreement.

For the twelve months ended December 28, 2002, net sales were
$247.0 million and gross profit was $135.2 million, versus pro
forma net sales and gross profit of $237.9 million and $130.8
million, respectively, recorded in the comparable period last
year from the Company's continuing operations. Comparable store
sales for our domestic stores were up +2.0% from levels recorded
in the comparable period last year. Operating income for the
current year was $6.5 million, a decrease of approximately $0.9
million compared to the pro forma prior year amount of $7.4
million. Earnings before interest, taxes, depreciation, and
amortization (EBITDA) increased by 8.4% in the current period to
$25.5 million from pro forma EBITDA of $23.5 million in the
comparable period a year ago. Pro forma EBITDA for 2001 includes
a significant provision for managed care receivables of $2.9
million.

All references to pro forma results in this release refer to
results of the Company's host vision centers after giving effect
to the dispositions made during the Company's reorganization
process as if they had occurred at the beginning of the periods
indicated. Additionally, pro forma results are prior to
restructuring and reorganization costs incurred during the
bankruptcy proceedings. A reconciliation between pro forma
results and historical results is set forth in the attached
financial tables.

The Company also announced that, on February 28, 2003, it had
redeemed $2.9 million of its outstanding senior notes due 2009.
Under the indenture governing the Company's senior debt, the
Company is obligated every six months to redeem its senior notes
in accordance with an "Excess Cash Flow" formula. The Company's
cash balance at year-end was $9.0 million. In the first quarter
of 2003, the Company made several large cash payments totaling
approximately $13.4 million, including the principal repayment,
the semi-annual interest payment and the final 2002 rent
reconciliation payment to Wal*Mart. Management believes that
cash flow from operations and availability under the revolving
credit facility will provide sufficient liquidity during 2003.

The Company adopted "fresh start" accounting on June 2, 2001.
The attached Pro Forma Condensed Consolidated Statements of
Operations present pro forma information for the continuing
businesses. Due to the fresh start accounting and the
disposition of unprofitable store operations, the results since
June 2, 2001 are generally not comparable to periods prior to
this date.

The general public can access the Company's historical 10-K
financial reports and press releases via the Company's web site
at http://www.nationalvision.com

Additionally, the general public can access all of the Company's
public documents filed with the Securities and Exchange
Commission via their Web site at http://www.sec.gov

The Company's common stock and senior notes are listed on the
American Stock Exchange. The common stock of the Company trades
under the symbol "NVI" and the senior notes trade under the
symbol "NVI.A".


OM GROUP: Completes $65 Million Sale of SCM Metals to Hoganas AB
----------------------------------------------------------------
OM Group, Inc. (NYSE: OMG) completed the sale of SCM Metal
Products, Inc., a leader in the powdered metal products
industry, to Hoganas AB for $65 million in cash.

James P. Mooney, chairman and ceo of OM Group, stated, "With
this transaction we have made significant progress towards our
goal of generating up to $100 million from the sale of non-core
assets, one component of our broad-based restructuring
initiatives."

On December 12, 2002 OMG announced details of its plan to
improve cash flow and strengthen its balance sheet.  In addition
to divesting non-core assets, the Company's restructuring plan
included reducing workforce expenses by roughly $45 million
annually by eliminating approximately 550 positions and lowering
other manufacturing and administrative costs by approximately
$40 million annually.

Commenting on the 2003 first quarter, Thomas R. Miklich, chief
financial officer, added that the Company remains comfortable
with its previous guidance of $.07 - $.10 per diluted share and
$1.00 - $1.20 per diluted share for the first quarter and full
year of 2003, respectively.  "The benefits from higher than
expected cobalt and nickel prices at the start of the year were
offset by the negative impact of the strong Euro as well as
production issues at the Company's joint venture smelter
operation in the Democratic Republic of the Congo.  We continue
to make progress in improving that operation, but achieving our
objectives may require shutting down the smelter for a short
period later this year."

OM Group, Inc. through its operating subsidiaries, is a leading,
vertically integrated international producer and marketer of
value-added, metal-based specialty chemicals and related
materials.  OMG is a recognized leader in manufacturing products
from base and precious metals and managing metals procurement
related to these activities. The Company supplies more than
1,700 customers in 50 countries with over 3000-product
offerings.

Headquartered in Cleveland, Ohio, OMG operates manufacturing
facilities in the Americas, Europe, Asia, Africa and Australia,
with approximately 5,200 associates worldwide. For additional
information on OMG, visit the Company's Web site at
http://www.omgi.com.

                           *   *   *

As reported in Troubled Company Reporter's November 18, 2002,
edition, Standard & Poor's lowered its corporate credit rating
on metal-based specialty chemical and refined metal products
producer OM Group Inc., to 'B+' from 'BB-' based on an expected
diminished business profile following management's announcement
that it is exploring strategic alternatives for its precious
metals operations.

Standard & Poor's said that its ratings on OM Group remain on
CreditWatch with negative implications where they were placed
October 31, 2002. Cleveland, Ohio-based OM Group has about $1.2
billion of debt outstanding.


OSE USA: Shareholders' Deficit Widens to $37.4 Mil in Dec. 2002
---------------------------------------------------------------
OSE USA Inc. (OTCBB:OSEE), reported its results for the fourth
quarter and year ended December 31, 2002.

Revenues for the fourth quarter ended December 31, 2002 were
$2,368,000, compared with revenues of $2,329,000 for the same
period one year ago. The Company reported a net loss of
$2,189,000 or $0.04 per diluted share, for the fourth quarter of
2002, compared with a restated net loss of $2,396,000 or $0.04
per diluted share, for the fourth quarter of 2001.

Revenue for the twelve months ended December 31, 2002 were
$10,326,000, compared with revenues of $11,765,000 for the same
period one year ago. The Company reported a net loss before
preferred stock dividends of $8,533,000 or $0.12 per diluted
share for 2002, compared with a restated net loss of $9,321,000
or $0.15 per diluted share for 2001. The Company reported a net
loss applicable to common stockholders of $9,679,000 or $0.13
per diluted share for 2002, compared with a restated net loss of
$10,210,000 or $0.17 per diluted share for 2001.

During 2002, the Company began to investigate data that
suggested that the underlying information supporting its fixed
assets did not reconcile to amounts recorded on the Company's
financial statements. The Company completed the investigation
and determined that depreciation expense for the year ended
December 31, 2001 was under-stated by $1,222,000; and the net
book value of property and equipment was overstated by a like
amount. As a result, the Company restated its fiscal year 2001
financial statements and the 2002 and 2001 unaudited quarterly
financial statements.

The loss for 2002 included a $1,400,000 impairment charge
related to goodwill during the adoption of SFAS No. 142,
Accounting for Goodwill and Other Intangibles. The charge is
treated as a cumulative change in accounting principle. The loss
for 2001 included a tax benefit of $426,000, which represented
the reversal of an over accrual of income tax that resulted from
a change in accounting estimate.

Revenues for the three and twelve month periods ended December
31, 2002 for the Company's manufacturing segment were $1.2
million and $5.5 million, respectively, compared with $1.2
million and $7.2 million for the comparable periods in the prior
fiscal year. Revenues for the three and twelve month periods
ended December 31, 2002 for the Company's distribution segment
were $1.2 million and $4.8 million, respectively, compared with
$1.1 million and $4.6 million for the comparable periods in the
prior fiscal year.

As of December 31, 2002, OSE USA, Inc. posted a total
stockholders' deficit of $37,439,000 compared to $26,609,000 in
2001.

Founded in 1992 and formerly known as Integrated Packaging
Assembly Corporation (IPAC), OSE USA, Inc. is the nation's
leading onshore advanced technology IC packaging foundry. In May
1999 Orient Semiconductor Electronics Limited (OSE), one of
Taiwan's top IC assembly and packaging services companies,
acquired controlling interest in IPAC, boosting its US expansion
efforts. The Company entered the distribution segment of the
market in October 1999 with the acquisition of OSE, Inc.
("OSEI"). In May 2001 IPAC changed its name to OSE USA, Inc. to
reflect the company's strategic reorganization.


PACIFIC GAS: King Street Entities Report Equity Interests
---------------------------------------------------------
As of March 14, 2003, 181,580 shares of Pacific Gas & Electric
Company Preferred Stock, or 6.1% of the total outstanding shares
of P.G.& E. Preferred Stock on that date, were held by King
Street Capital, L.P. and 337,220 shares of Preferred Stock, or
11.2% of the total outstanding shares of P.G.& E. Preferred
Stock on that date, were held by King Street Capital, Ltd.

King Street Capital, L.P. may be deemed to have shared voting
and dispositive power over the 181,580 shares of Preferred Stock
it owns, or 6.1% of the total outstanding shares of Preferred
Stock. King Street Capital, Ltd. may be deemed to have shared
voting and dispositive power over the 337,220 shares of
Preferred Stock it owns, or 11.2% of the total outstanding
shares of Preferred Stock.

Because King Street Advisors is the general partner of King
Street Capital, L.P., as of March 14, 2003, King Street Advisors
may be deemed to be the beneficial owner of 181,580 shares of
the Preferred Stock, or 6.1% of the total outstanding shares of
Preferred Stock on that date, consisting of the shares owned by
King Street Capital, L.P.

Because of the relationship described above, King Street
Advisors may be deemed to have shared voting and dispositive
power over the 181,580 shares of Preferred Stock, or 6.1% of the
total outstanding share of Preferred Stock.

Because King Street Capital Management is the investment adviser
to King Street Capital, Ltd. and has been delegated certain
investment advisory responsibilities by King Street Advisors on
behalf of King Street Capital, L.P., as of March 14, 2003, King
Street Capital Management may be deemed to be the beneficial
owner of 518,800 shares of Preferred Stock, or 17.3% of the
total outstanding shares of Preferred Stock on that date,
consisting of the shares owned by King Street Capital, L.P. and
King Street Capital, Ltd.

Because of the relationship described above, King Street Capital
Management may be deemed to have shared voting and dispositive
power over the 518,800 shares of Preferred Stock, or 17.3% of
the total outstanding shares of Preferred Stock.

Because Mr. O. Francis Biondi, Jr. and Mr. Brian J. Higgins are
managing members of both King Street Advisors and King Street
Capital Management, as of March 14, 2003, Mr. Biondi and Mr.
Higgins may be deemed to be the beneficial owner of 518,800
shares of Preferred Stock, or 17.3% of the total outstanding
shares of Preferred Stock on that date, consisting of the shares
owned by King Street Capital, L.P. and King Street Capital, Ltd.

Because of the relationship described above, Mr. Biondi and Mr.
Higgins may be deemed to have shared voting and dispositive
power over an aggregate of 518,800 shares of Preferred Stock, or
17.3% of the total outstanding shares of Preferred Stock,
consisting of shares owned by King Street Capital, L.P. and King
Street Capital, Ltd.

Pacific Gas and Electric Company, is one of the largest
combination natural gas and electric utilities in the United
States. The company filed for Chapter 11 protection on April 6,
2001, (Bankr. N.D. Calif. Case No. 01-30923).


PCD INC.: Seeks Permission to Use Fleet's Cash Collateral
---------------------------------------------------------
PCD Inc., asks for approval from the U.S. Bankruptcy Court for
the District of Massachusetts to use cash pledged to secure
repayment of a pre-petition loan from Fleet National Bank.  PCD
needs to dip into Fleet's cash collateral to fund its business
operations post-chapter 11.  

The Debtor intends to complete two asset sales by May 15, 2003.  
The Debtor reminds the Court that transactions for:

     a) the sale of the Industrial/Avionics division to Amphenol
        Corporation; and

     b) the sale of its Wells/CTI division to an affiliates of
        UMD Technology, Inc.

are sub judice.  

In order to maintain its business on a going concern basis until
the sales are completed, the Debtor requires the immediate use
of Prepetition Collateral, including the use of Cash Collateral.

The Debtor discloses that it is obligated to the Secured
Lenders, as of the Petition Date, a $42 million of unpaid
principal, plus accrued and unpaid interest, fees, and costs.  
The Debtor assure the Court that the Prepetition Obligations are
secured by first priority and properly perfected liens within
Section 363(a) of the Bankruptcy Code.

The Debtors point out that funds are needed to meet payroll and
to pay rent, utilities, and other costs of maintaining the
business, which the Debtor proposes to sell as a going concern.  
Without the use of Cash Collateral, the Debtor will be unable to
retain employees and maintain its business, and thus, will be
unable complete the sale.

The Debtor contemplates that the overall cost of maintaining the
business through the completion of the Asset Sales -- that is,
from March 20, 2003 through May 15, 2003 -- will total
$3,288,000.

The secured Lenders agree to the Debtor's use of its cash
collateral up to an aggregate amount of $4,404,187.  The Debtor
anticipates that the committed amounts of expenditure will be
sufficient to complete the Asset Sales and pay the Debtor's
post-closing expenses.

The Debtor has granted the Secured Lenders a replacement, first-
priority continuing roll-over security interests and lien on all
of the Debtor's postpetition as well as prepetition assets.  As
additional adequate protection, the Debtor shall maintain
adequate insurance and shall pay the reasonable fees and
expenses of the attorneys retained by the Agent of the Secured
Lenders.

PCD Inc., designs, manufactures and markets electronic
connectors for use in semiconductor burn-in testing interconnect
applications, industrial equipment, and avionics.  The Company
filed for chapter 11 protection on March 21, 2003 (Bankr. Mass.
Case No. 03-12310).  Charles R. Dougherty, Esq., and Anne L.
Showalter, Esq., represent the Debtor in its restructuring
efforts.  When the Company filed for protection from its
creditors, it listed $7,380,250 in assets and $43,722,812 in
debts.


PRIME GROUP REALTY: Ernst & Young Airs Going Concern Doubts
-----------------------------------------------------------
Ernst & Young, LLP, in its Auditors Report dated March 2003,
concerning Prime Group Realty Trust says:

     ". . . the Company's ability to meet 2003 debt service
     requirements is dependent upon completing future asset
     sales and debt refinancings and maintaining its results of
     operations at current levels.  If the Company is unable to
     complete these transactions and or maintain its results of
     operations at current levels, it may not be able to  
     maintain compliance with the performance provisions and or
     financial covenants contained in certain of its debt  
     facilities.  These conditions raise substantial doubt about
     the Company's ability to continue as a going concern."              

Prime Group Realty Trust is a self-administered and self-managed
Maryland real estate investment trust that owns and operates 15
office properties and 30 industrial properties, located
primarily in the Chicago metropolitan area. It owns one office
property in Cleveland, Ohio. The Company is a fully-integrated
real estate operating company, providing its own property  
management, leasing, marketing, acquisition, development,
redevelopment, finance and other related functions.

Prime Group Realty Trust was formed on July 21, 1997 as a
Maryland real estate investment trust and completed the initial  
public offering of its common shares on November 17, 1997.  It
is the sole general partner of, and currently holds 58.8% of the
common interests in, Prime Group Realty, L.P., (the Operating
Partnership), a Delaware limited partnership.  The Company
conducts substantially all of its business through the Operating
Partnership, except for certain services requested by its
tenants, certain management contracts and builds to suit
construction activities, which are conducted through Prime Group
Realty Services, Inc., a Maryland corporation, and its
affiliates, which became a wholly-owned subsidiary of the
Operating Partnership as of January 1, 2001.

Prime Group's anticipated cash flows from operations in 2003
will not be sufficient to fund the payment of preferred
dividends on its outstanding Series B preferred shares or the
payment of any quarterly dividends on its common shares/units.  
In 2003, the Company anticipates the need to fund significant
capital to re-tenant space that has been  vacated or is
anticipated to be vacated during the year.  In addition, the
Company has funded, and anticipates the continued funding, of
its obligation in connection with one of Bank One Corporate
Center's anchor tenant to reimburse the  tenant for its
remaining obligation under its lease with its prior landlord.

The Company's debt obligation with Security Capital Preferred
Growth Incorporated, totaling $45.9 million at March 26, 2003,
matures July 16, 2003 and is secured by certain equity interests
of the Company's Operating Partnership in
various properties. The terms of this debt provide for two 180-
day extension periods, at Prime Groups' option, if aggregate
outstanding principal is not greater than $40.0 million at the
date of first extension and not greater than $25.0 million at
the date of the second extension.  Prime Group is pursuing
various capital events, which, if consummated in sufficient
amounts, would enable it to repay this obligation or reduce the
outstanding principal to a level which would allow the Company
to elect an extension of the maturity date.  However, there can
be no assurances as to Prime Group's ability to obtain funds
necessary for required repayment or that it will be successful
in its efforts to execute capital events yielding proceeds
sufficient to repay part or all of the SCPG debt obligation.  If
the SCPG obligation is not extended, SCPG's default remedies,
including assuming certain equity interests of the Operating
Partnership in various properties, may also hinder Prime Group's
ability to meet the minimum quarter end cash requirements and
other financial  loan covenants and could result in cross-
defaults under certain of the Company's other loans.

Any future distributions on the Company's preferred and common
shares will be made at the discretion of the Board. These  
distributions will depend on the actual cash available for
distribution, the Company's financial condition, capital
requirements, the completion of any capital transactions,
including refinancings and asset sales, the annual distribution  
requirements under the REIT provisions of the Code, and such
other factors as the Board deems relevant. The Company gives no
assurance that it will be able to complete capital transactions
or, if they are completed, whether they will be on terms that
are favorable to the Company. It also can gives no assurances
that if capital events are completed on terms  favorable to it
or otherwise, distributions on its common shares and common
units will be resumed in 2003 or thereafter, or that the Company
will be able to pay dividends on its preferred shares.


PROVIDENT FINANCIAL: Delays Filing Form 10-K After Restatements
---------------------------------------------------------------
Provident Financial Group, Inc., the parent company of The
Provident Bank, announced that it has filed a Form 12b-25 with
the Securities and Exchange Commission giving notification of
the late filing of its Form 10-K for the year ended December
31, 2002. The Company intends to file its Form 10-K as soon as
possible, but no later than April 15, 2003.

When filed, the Form 10-K will present restatements of the
Company's financial statements from 1997.  Provident discovered
errors in the accounting for nine auto lease transactions and,
as a result, has made changes to the accounting methodology it
uses to account for, and recognize income under, its leases.  
The extension will provide time for completion of restatements.

            About Provident Financial Group, Inc.
    
Provident Financial Group, Inc. (Nasdaq: PFGI) is a bank holding
company located in Cincinnati, Ohio. Its main subsidiary, The
Provident Bank, provides a diverse line of banking and financial
products and services regionally; selected business activities
are also conducted nationally. Consumer, small business, and
investment products and services are offered through a network
of retail financial centers located primarily within
Southwestern Ohio and Northern Kentucky. Provident also has a
growing presence on the West Coast of Florida with 13 retail
financial centers. Commercial banking products and services are
offered through nine regional offices. Customers have access to
banking services 24-hours a day through Provident's extensive
network of ATMs, Telebank, a telephone customer service center,
and the internet at http://www.providentbank.com. Provident has  
served the financial needs of its customers for 100 years, and
currently 3,400 Provident associates serve approximately 600,000
customers. At December 31, 2002, Provident Financial Group had
assets of $17.5 billion.

As reported in the Troubled Company Reporter's March 7, 2003
edition, Standard & Poor's Ratings Services lowered its ratings
on Cincinnati, Ohio-based Provident Financial Group Inc.,
including the company's counterparty credit ratings, which were
lowered to 'BB+/B' from 'BBB-/A-3'.

Standard & Poor's also lowered its ratings on Provident's units,  
Provident Bank, PFGI Capital Corp., Provident Capital Trust I,  
Provident Capital Trust II, Provident Capital Trust III, and  
Provident Capital Trust IV. The outlook on all Provident  
entities remains negative.

The ratings actions reflect a greater degree of uncertainty  
regarding Provident's ability to generate earnings of reasonably  
consistent quality following the recent announcement that the  
company has had to restate its earnings for the past six years.  


QWEST COMMUNICATIONS: Misses 2002 Forms 10-K Filing Deadline
------------------------------------------------------------
Qwest Communications International Inc. (NYSE: Q) says that it
it and its wholly-owned subsidiary, Qwest Corporation, will not
file their 2002 Forms 10-K on time.  As the company announced on
February 11, 2003, it has substantially completed its
restatement of the 2001 and 2000 financial statements, although
the restatement remains subject to the audit process. Also, the
company's external auditor, KPMG LLP, has made significant
progress on the audits of the company's consolidated financial
statements for 2002, 2001 and 2000.

The complexity of these restatements, and their impact on the
multi-year audits, has resulted in a lengthy and time-consuming
process, which is the primary cause for these delayed filings.
Extensive work is required to review and validate the vast
numbers of accounting records and financial statements for the
two reporting companies over the relevant periods.

The company filed Forms 12b-25, indicating the delayed filing of
the Forms 10-K for 2002. While the company can give no
assurances as to when these items will be completed, the company
has devoted, and will continue to devote, significant resources
to expedite the work necessary to make these filings.

                       About Qwest

Qwest Communications International Inc. (NYSE: Q) is a leading
provider of voice, video and data services to more than 25
million customers. The company's 50,000-plus employees are
committed to the "Spirit of Service" and providing world-class
services that exceed customers' expectations for quality, value
and reliability. For more information, please visit the Qwest
Web site at http://www.qwest.com

Qwest Communications' December 31, 2002 balance sheet shows a
working capital deficit of about $1.2 billion, and a total
shareholders' equity deficit of about $1 billion.

Qwest Communications Intl.'s 7.250% bonds due 2008 (Q08USR2) are
currently trading at 85 cents-on-the-dollar.


RELIANT: Fitch Revises Watch of CCC+ Sr Debt Rating to Positive
---------------------------------------------------------------
Fitch Ratings revised the Rating Watch Status for Reliant
Resources, Inc.'s 'CCC+' indicative senior unsecured debt rating
to Positive from Evolving.

The rating action follows yesterday's announcement that RRI has
successfully completed a $6.2 billion secured financing package
which replaces $5.9 billion of existing unsecured credit
facilities, including the $2.9 billion Orion Power bridge loan
which expired on March 31, 2003. The new credit facilities also
provide RRI with $300 million of incremental liquidity to
support cash margining requirements. In addition to eliminating
the significant uncertainty surrounding RRI's near-term
liquidity position, the revised credit agreement should provide
RRI with the flexibility to access the debt capital markets over
time. Importantly, terms and conditions do not place any
immediate pressure on RRI to sell assets and/or tap alternative
sources of capital as RRI will not be required to make any
mandatory principal payments prior to May 15, 2006.

Fitch expects to resolve the Rating Watch and refine RRI's
rating in the near term, including the assignment of a new
senior secured credit rating The review will focus on the
strength of the underlying collateral package granted to lenders
as well as the impact of the new financing on RRI's leverage and
cash flow measures including RRI's ongoing ability to perform
within financial covenant parameters specified under the new
agreement. Fitch will also take into consideration the
uncertainty surrounding the recent show cause order issued by
the Federal Energy Regulatory Commission (FERC) regarding RRI's
alleged participation in energy price manipulation at the Palo
Verde power trading hub.


SONICBLUE: D&M Says No Acquisition Agreement on the Table
---------------------------------------------------------
D&M Holdings, Inc. (TSE II: 6735), parent company of Denon, Ltd.
and Marantz Japan, Inc., issued a statement this week saying
that it did not enter into a definitive agreement to acquire the
assets comprising SONICblue Incorporated's digital video
recorder (ReplayTV) and MP3 (Rio) business units prior to the
deadline imposed by the US bankruptcy court. By order of the
bankruptcy court, an auction to sell the Rio and ReplayTV
business units is scheduled for April 15, 2003 in San Jose,
California.

A spokesperson for D&M Holdings said: "D&M and SONICblue were
unable to finalize the terms of a transaction before the
deadline expired.  D&M remains interested in these businesses
and is evaluating the best way to proceed through the court
auction process."

                    About D&M Holdings, Inc.

D&M Holdings, Inc. (TSE II: 6735) is based in Tokyo and is the
parent company of wholly owned subsidiaries Denon Ltd. and
Marantz Japan, Inc. Denon and Marantz are global industry
leaders in the specialist home theater, audio/video consumer
electronics and professional audio markets, with a strong and
long-standing heritage of manufacturing and marketing high-
performance audio and video components. Additional information
is available at http://www.dm-holdings.com.


SPIEGEL: Wants to Continue Using Existing Canadian Bank Accounts
----------------------------------------------------------------
While they are operating as debtors-in-possession, The Spiegel
Group and its debtor-affiliates ask the Court for permission to
continue depositing and maintaining cash in their existing bank
accounts in Canada without requiring the Canadian Banks to post
a bond or deposit securities.

The Bank of Montreal, Canadian Imperial Bank of Commerce,
Scotiabank, Royal Bank of Canada, Toronto Dominion, Canada Trust
and The Bank of Nova Scotia house the Debtors' merchant credit
card deposit accounts, debit card proceed accounts, payroll
disbursement accounts, general disbursement accounts and store
depository accounts.  The funds in Canadian Accounts are either
negligible or are swept daily.

Section 345(a) of the Bankruptcy Code authorizes a debtor to
deposit or invest money as "will yield the maximum reasonable
net return on such money, taking into account the safety of such
deposit or investment."  However, except with respect to a
deposit or investment that is insured or guaranteed by the U.S.
Government or by a department, agency, or instrumentality of the
United States or backed by the full faith and credit of the
United States, Section 345(b) provides that a U.S. trustee will
require from an entity with which the debtor deposits or invests
its money to post bond or deposit securities of the kind
specified in 31 U.S.C. Section 9303.  Section 345(b) is intended
to protect creditors against a loss of estate funds through
deposit or investment.

But James L. Garrity, Jr., Esq., at Shearman & Sterling, in New
York, asserts that courts can waive or modify the stringent
requirements of Section 345(b).  Mr. Garrity reports that in In
re Service Merchandise Company, Inc. et al., the court found
that failing to waive the Section 345(b) requirements would
"needlessly handcuff" Service Merchandise's reorganization
efforts.  The Service Merchandise court adopted a "totality of
the circumstances" approach and listed ten factors relevant to
its determination:

    (a) the sophistication of the debtor's business;

    (b) the size of the debtor's business operations;

    (c) the amount of investments involved;

    (d) the bank ratings -- Moody's and Standard and Poor -- of
        the financial institutions where debtor-in-possession
        funds are held;

    (e) the complexity of the case;

    (f) the safeguards in place within the debtor's own business
        of insuring the safety of the funds;

    (g) the debtor's ability to reorganize in the face of a
        failure of one or more of the financial institutions;

    (h) the benefit to the debtors;

    (i) the harm, if any, to the estate; and

    (j) the reasonableness of the debtor's request for relief
        from the requirements in light of the overall
        circumstances of the case.

From these factors, Mr. Garrity points out that the complexity
of Spiegel's cases, and the size and sophistication of their
businesses justifies the maintenance of the operating accounts.
Mr. Garrity assures the Court that there's no reason to believe
that any Canadian Bank will fail.  Each Canadian Bank is a
large, nationally known reputable financial institution as
evidence by Moody's credit rating of P-1, the highest possible
rating for short-term investments.(Spiegel Bankruptcy News,
Issue No. 3; Bankruptcy Creditors' Service, Inc., 609/392-0900)   


STEINWAY MUSICAL: S&P Puts Low-B Ratings on Watch Negative
----------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB' corporate
credit and 'BB-' senior unsecured ratings on Steinway Musical
Instruments Inc. on CreditWatch with negative implications. The
CreditWatch placement reflects Standard & Poor's concerns about
Steinway's credit quality arising from heightened competition in
the band instrument business, ongoing strikes, and the softening
retail environment for piano sales.

Waltham, Massachusetts-based Steinway had $200 million in debt
outstanding at Dec. 31, 2002.

"Lower priced band instruments from Asia are taking market share
from the company's Conn-Selmer instruments, while strikes at
band instrument and timpani plants may hurt sales," said
Standard & Poor's credit analyst Martin Kounitz. "In addition,
the war with Iraq has resulted in a very uncertain retail
environment, which could constrain domestic piano sales in
2003."

Standard & Poor's will continue to monitor developments, and
will meet with Steinway management to assess its business and
financial strategies.

Steinway manufactures pianos and orchestral instruments under
the Steinway, Boston Piano, Selmer, Conn, and Armstrong brands,
among others. The Steinway grand piano has a strong position in
the premium, professional-quality end of the piano market, with
more than 85% of this worldwide market segment.


TENFOLD CORP: Estimates Profitable Results in First Quarter 2003
----------------------------------------------------------------
TenFold Corporation (OTC Bulletin Board: TENF) provider of the
Universal Application(TM) platform for building and implementing
enterprise applications, announced that it anticipates reporting
a profitable first quarter of 2003, and a modest increase in
cash during the quarter.

Subject to the results of its quarterly close and auditor
review, TenFold anticipates reporting an operating profit and
positive net income for the quarter ended March 31, 2003.  
TenFold expects Q1 2003 net income to include a non-recurring,
non-operating gain resulting from the retirement of substantial
leasing debt at a significant discount.

"We are pleased with these Q1 2003 results," said, Dr. Nancy
Harvey, TenFold's President and CEO.  "With a difficult global
environment, we are still able to increase our cash position
modestly from last quarter and to generate profits.  Of course,
we won't have final results until after we close the books and
complete a review with our auditors."

"Net income for Q1 2003 will benefit as it did in Q4 2002 from
the resolution of our debts at a discount," added Dr. Nancy
Harvey.  "Since we have now resolved most of our legacy debts,
we don't expect further gains from debt retirements."

"We are delighted that management filed TenFold's annual report
on time. Finance is obviously well organized to be able to
confidently announce estimated quarterly results on the day
following the end of the quarter," said Rick Bennett, Chairman
of TenFold's Audit Committee.  "This is especially gratifying
since we have experienced many quarters of uncertainty and
delays in the preparation of quarterly filings.  My hat is off
to Nancy and her finance team."

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

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

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

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

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

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

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

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

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

--  TenFold completed the mutual termination of its financing
    agreement with Fusion Capital and obtained back all TenFold
    shares, which were originally issued to Fusion for entering
    into the agreement for a below-market cash price.

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

TenFold expects to file its Form 10-Q for Q1 2003 during May
2003.

                          About TenFold

TenFold (OTC Bulletin Board: TENF) licenses its breakthrough,
patented technology for applications development, the Universal
Application platform, to organizations that face the daunting
task of replacing legacy applications or building new
applications systems.  Unlike traditional approaches, where
business and technology requirements create difficult IT
bottlenecks, Universal Application technology lets a small,
primarily non-technical, business team design, build, deploy,
maintain, and upgrade new or replacement applications with
extraordinary speed and limited demand on scarce IT resources.  
For more information, call (800) TENFOLD or visit
http://www.10fold.com

                            *   *   *

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

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


TFC ENTERPRISES: Extends Credit Facility With Principal Lender
--------------------------------------------------------------
TFC Enterprises, Inc. (Nasdaq: TFCE) reported 2002 results this
week.  In accordance with FAS 142, TFCE has completed its
transitional impairment evaluation of TFCE's goodwill. Effective
January 1, 2002, TFCE adopted FASB Statement Number 142,
Goodwill and Other Intangible Assets. TFCE has determined the
impairment of goodwill is $6.8 million and as required by FAS
142 is recorded as a change in accounting principle.

For the year ended December 31, 2002, income from continuing
operations totaled $2,872,000, or $0.24 per diluted share,
compared with income from continuing operations of $4,597,000,
or $0.39 per diluted share for the previous year. For the year
ended December 31, 2002, net loss totaled $(4,031,000) or
$(0.34) per diluted share, compared with net income of
$5,076,000, or $0.43 per diluted share, for the previous year.

On October 1, 2002, the Board of Directors authorized TFCE, as
the sole shareholder of First Community Finance, to sell
substantially all the assets of First Community Finance. On
November 4, 2002, TFCE sold the majority of its consumer finance
receivables to an unrelated third party "buyer" for
approximately $21 million. Pursuant to the terms of the
transaction, the buyer offered employment to the majority of
First Community Finance's employees and assumed all of the
leases relating to the branch locations. Total net proceeds were
paid on the closing date in cash. Pursuant to the terms of the
transaction, TFCE has retained approximately $3.8 million in
consumer finance receivables. TFCE has stopped originating loans
through First Community Finance and is currently attempting to
collect the remaining receivables. First Community Finance has
been accounted for as discontinued operations. Unless otherwise
noted, disclosures herein pertain to TFCE's continuing
operations.

Point of sale auto finance contract volume totaled $25.6 million
for the fourth quarter of 2002 and $38.4 million in the fourth
quarter of 2001. For the year of 2002, point of sale auto
finance contract purchase volume was $113.9 million, a decrease
of $57.9 million, or 34%, compared to the year of 2001. Point of
sale contract purchases volume is down as a result of increased
competition for the military contract purchases, fewer stateside
military due to increased overseas deployments, and a more
selective buying program in TFCE's military and non-military
purchases. There was no Bulk auto finance contract volume for
the year of 2002 compared to $0.1 million for the second quarter
of 2001 and $13.5 million for the first quarter of 2001. As
previously announced, TFCE ceased purchasing Bulk Acquisitions
from "Buy Here Pay Here" automobile dealers in March 2001.

60+ delinquencies were 5.91% of gross contract receivables
outstanding at December 31, 2002, versus 6.16% at December 31,
2001. 30+ delinquencies were 8.12% of gross contract receivables
outstanding at December 31, 2002, versus 9.16% at December 31,
2001.

Net loan charge-offs, as a percentage of average contract
receivables (net of unearned interest), calculated on an
annualized basis, decreased to 13.16% for the fourth quarter of
2002, from 20.06% for the fourth quarter of 2001 and decreased
to 13.99% for the year of 2002 from 16.79% for the year of 2001.

Operating expense as a percentage of interest-earning assets,
calculated on an annualized basis, increased to 9.71% for the
fourth quarter of 2002 from 8.98% for the fourth quarter of 2001
and decreased to 8.84% for the year of 2002 from 9.06% for the
year of 2001. Included in the fourth quarter of 2002 is a $0.3
million charge related to expenses incurred for strategic
alternatives. Excluding this expense, operating expense as a
percentage of interest-earning assets, calculated on an
annualized basis, would have been 9.00% for the fourth quarter
of 2002 and 8.68% for the year of 2002.

The yield on interest-earning assets decreased to 18.09% for the
fourth quarter of 2002 from 18.44% for the fourth quarter of
2001 and decreased to 18.31% for the year of 2002 from 20.15%
for the year of 2001. During fourth quarter of 2002 and the
fourth quarter of 2001, $1.6 million, and $0.7 million
respectively was not accreted to income but rather reclassified
to nonrefundable reserve. For 2002 and 2001 respectively, $2.7
million and $0.7 million was reclassified from unearned discount
to non-refundable reserves to absorb charge-offs. This
reclassification allows TFCE to maintain reserves at adequate
levels. The operations of TFCE have been favorably impacted by
new programs directed at higher quality loans with lower APR's.

The cost of interest-bearing liabilities decreased to 8.22% for
the fourth quarter of 2002 from 9.25% for the fourth quarter of
2001 and decreased to 8.80% for the year of 2002 from 9.93% for
the year of 2001. Provided there are no increases in interest
rates TFCE anticipates it will continue to benefit from the
interest rate reductions. Additionally, TFCE has been successful
in accessing the securitization market at not only lower rates,
but on a fixed term as well.

TFCE also announced an extension of its credit facility with its
principal lender until the earliest to occur of the consummation
of the CPS merger, the termination of the merger agreement for
any reason and May 31, 2003.

TFCE disclosed that due to its inability to replace its material
credit facilities through January 1, 2004, the audit report
relating to its December 31, 2002 financial statements contained
in its Annual Report on Form 10-K which was filed with the SEC
contains a "going concern" explanatory paragraph. Although this
explanatory paragraph causes certain defaults to occur in
certain of its credit facilities, TFCE has obtained waivers of
this default.

TFC Enterprises, Inc. conducts its operations primarily through
THE Finance Company, a wholly-owned subsidiary, which
specializes in purchasing and servicing installment sales
contracts originated by automobile and motorcycle dealers. Based
in Norfolk, VA, TFC Enterprises, Inc. has contract production
offices of THE Finance Company throughout the United States. The
company's common stock symbol is listed on Nasdaq National
Market and trades under the symbol "TFCE."


TFC ENTERPRISES: Executes Merger Pact With Consumer Portfolio
-------------------------------------------------------------
TFC Enterprises, Inc. (Nasdaq: TFCE), a specialty consumer
finance company, announced that it has executed a definitive
agreement with Consumer Portfolio Services, Inc. (CPSS) in which
CPSS has agreed to acquire TFCE in a cash for stock merger
valued at $1.87 per share of TFCE common stock. The boards of
both companies have approved the merger agreement.

The transaction is subject to approval by the stockholders of
TFCE, is subject to certain conditions, and is scheduled to be
completed before the end of May 2003.

"We are convinced that the proposed transaction with CPSS is in
the best interests of our shareholders," said Robert S. Raley,
TFCE's founder and Chief Executive Officer. "The combination of
our two operations will offer new opportunities for our
employees and enable our dealers to offer their customers a
wider range of financing options," Raley said. TFCE received a
fairness opinion relating to this transaction from Houlihan
Lokey Howard and Zukin.

TFCE will be sending a proxy statement to its shareholders
seeking their approval of the proposed transaction. Investors
and security holders are advised to read the proxy statement for
further information. When filed, the proxy statement, as well as
other SEC filings, can be obtained free of charge from the web
site maintained by the SEC at http://www.sec.gov.

TFCE and its respective directors and executive officers may be
deemed to be participants in the solicitation of proxies in
respect of the transactions contemplated by the merger
agreement. Information regarding TFCE's directors and officers
is contained in TFCE's proxy statement dated October 17, 2002
which is filed with the SEC. Additional information regarding
the interests of these participants may be obtained by reading
the proxy statement regarding the proposed transaction when it
becomes available.


TRENWICK AMERICA: Fails to Pay 6.70% Senior Notes Due April 1
-------------------------------------------------------------
Trenwick Group Ltd. (OTC: TWKGF) (NYSE:TWK) stated that its
wholly owned subsidiary, Trenwick America Corporation, is in
default under the Indenture with respect to its 6.70% Senior
Notes due April 1, 2003, for failure to pay principal and
interest on the Senior Notes due on April 1, 2003.

Trenwick also stated, however, that it has reached an agreement
in principle with the beneficial holders of all of the Senior
Notes to waive the default and to extend the maturity date of
the Senior Notes until August 1, 2003. Under the terms of the
agreement in principle, Trenwick America Corporation will pay to
the Senior Noteholders all interest accrued through April 1,
2003, in the amount of $2,512,500.00.

Trenwick stated that the terms of the agreement in principle are
subject to negotiation and execution of definitive agreements,
including agreements among the Senior Noteholders, and that
there can be no assurance that definitive agreements will be
reached with, or among, the Senior Noteholders. Trenwick also
stated that the terms of the agreement are subject to the
approval of certain banks that have issued letters of credit on
behalf of subsidiaries of Trenwick in support of its Lloyd's
operations under a senior secured credit facility and that the
terms have been submitted to such banks for their approval.

In addition, Trenwick stated that the default under the Senior
Notes Indenture is deemed an event of default with respect to
the aforementioned senior secured letter of credit facility and
under certain other indebtedness of Trenwick America
Corporation. Trenwick stated that it is in discussions with the
letter of credit banks and will engage in discussions with other
creditors as necessary to seek waivers from, or amendments to
agreements with, these parties, consistent with its agreement
with the Senior Noteholders.

If any of the above-mentioned creditors should determine to
exercise the rights available to them as a result of the default
described above, or take other action with respect to the assets
of Trenwick or its subsidiaries, Trenwick and/or one or more of
its subsidiaries may be forced to seek protection from creditors
through proceedings commenced in Bermuda and other jurisdictions
including the United States. In addition, at any time, the
insurance regulatory authorities having jurisdiction over
Trenwick's insurance company operating subsidiaries may commence
voluntary or involuntary proceedings for the formal supervision,
rehabilitation or liquidation of such subsidiaries, or one or
more of the creditors of Trenwick or its subsidiaries may
commence proceedings against Trenwick or its subsidiaries.

                    Background Information

Trenwick is a Bermuda-based specialty insurance and reinsurance
underwriting organization with two principal businesses
operating through its subsidiaries located in the United States,
the United Kingdom and Bermuda.  Trenwick's reinsurance business
provides treaty reinsurance to insurers of property and casualty
risks from offices in the United States.  Trenwick's operations
at Lloyd's of London underwrite specialty insurance as well as
treaty and facultative reinsurance on a worldwide basis.  In
2002, Trenwick voluntarily placed into runoff its U.S. specialty
program business and its specialty London market insurance
company, Trenwick International Limited, and sold the in-force
business of LaSalle Re Limited, its Bermuda based subsidiary.


URBAN TV: Auditor Expresses Going Concern Uncertainty
-----------------------------------------------------
In his Auditors Report dated February 13, 2003, Jack F. Burke,
Jr., the independent auditor for Urban Television Network
Corporation says:

     "the company has suffered losses from operations that raise
     substantial doubt about its ability to continue as a going
     concern."  

This statement refers to the audited financial information Mr.
Burke completed for the Company for the three month period ended
December 31, 2002.

Waste Conversion Systems, Inc. was incorporated under the laws
of the state of Nevada on October 21, 1986.  On June 10, 2002
the Company changed its name to Urban Television Network
Corporation. The name change coincided with the Company's
acquisition of assets from the Urban Television Network
Corporation, a Texas  corporation.  Urban Television Network
Corporation and its subsidiaries are engaged in the business of  
supplying programming to broadcast television stations and cable
systems.  Formerly the Company's business had been the marketing
of thermal burner systems that utilize industrial and
agricultural waste products  as fuel to produce steam, which
generates electricity, air-conditioning or heat.

The Company has suffered recurring losses from operations. In
order for the Company to sustain operations  and execute its
television broadcast and programming business plan, capital will
need to be raised to  support its operations.  These conditions
raise substantial doubt about the Company's ability to continue
as a going concern.  The Company may raise additional capital
through the sale of its equity securities, or debt securities.

The Company had no revenues for the three months ended December
31, 2001 and $50,018 for the three months ended December 31,
2002.  The year 2002 revenues are related to the UATV Television
Network acquired by the Company in May of 2002.  The operations
are still in the growth stages and the Company is dependent upon
management and/or significant shareholders to provide sufficient
working capital. It is the intent of management and/or
significant shareholders to provide sufficient working capital
to provide for the Company's operations. There is no assurance,
however, that management and/or significant shareholders
will be able to supply such working capital needs.

As of December 31, 2002, the Company's outstanding liabilities
were $554,799, which exceeds assets by $25,887.

On February 7, 2003, the Company entered into an Exchange
Agreement with the majority shareholders of Urban Television
Network Corporation, a Texas corporation. The Company acquired
90% of the issued and outstanding capital stock of Urban
Television Network Corportion in return for 13,248,000 shares of
the Company's common stock.


U S LIQUIDS: Lenders Agree to Extend and Modify Credit Facility
---------------------------------------------------------------
U S Liquids Inc. (Amex: USL), a leading provider of liquid waste
management services, and its lenders agree to amend the terms of
its revolving credit facility to extend the maturity date of the
credit facility from April 15, 2003 to July 31, 2003.

In addition, the lenders agree to waive any event of default
arising from (i) the resignation of the Company's former Chief
Executive Officer, (ii) the going concern qualification in the
Company's audit report for the year ended December 31, 2002, and
(iii) the Company's failure, as of December 31, 2002, to satisfy
the funded debt to adjusted EBITDA ratio set forth in the credit
agreement.

In addition to extending the maturity date, the terms of the
credit facility were amended to, among other things:

    * defer commitment reductions previously scheduled to occur
      on March 31, 2003 and April 15, 2003;

    * modify existing borrowing limitations;

    * modify several financial covenants and require the testing
      of certain of these financial covenants to be performed on
      a monthly, as opposed to quarterly basis;

    * limit the amount of capital expenditures the Company may
      make in any fiscal quarter or fiscal year;

    * defer the payment of certain fees owed to the lenders; and

    * modify the interest rates payable under the credit
      facility and the timing of interest payments.

The amendment also requires that the Company take certain steps
to reduce its leverage, including through the sale of assets.

The Company is continuing negotiations and due diligence with
several institutional investors regarding a substantial infusion
of subordinated debt or equity that would facilitate replacing
the Company's existing credit facility. The Company believes
that a successful refinancing would provide increased strategic
flexibility and enhance operating results, thereby benefiting
all of the Company's constituents. Any such refinancing,
however, is expected to result in substantial dilution to
current stockholders.

Headquartered in Houston, Texas, U S Liquids is a leading
provider of liquid waste management services. U S Liquids
operates 40 facilities in 16 states and Canada, and has more
than 10,000 customers. For more information, visit the Company's
Web site at http://www.usliquids.com


U.S. STEEL: Acquiring Serbian Steel Company for $23 Million
-----------------------------------------------------------
United States Steel Corporation (NYSE: X) announced that U. S.
Steel Balkan d.o.o., a wholly owned Serbian subsidiary of U. S.
Steel, has agreed to purchase out of bankruptcy Serbian steel
producer Sartid a.d. and six of its subsidiaries for a total
purchase price of $23 million.

The purchases, which are targeted for completion during the
third quarter of 2003, are subject to several conditions
including the successful completion of anti-monopoly review by
competition authorities in several countries.

Commenting on the announcement, John H. Goodish, U. S. Steel's
executive vice president - International & Diversified
Businesses, said, "U. S. Steel is confident that we can
transform Sartid into a profitable and competitive steel
producer and a long-term contributor to the economic
development, stability and success of Serbia and the communities
in which Sartid operates."

Thomas Kelly, managing director, U. S. Steel Balkan, added, "The
acquisition will enhance U. S. Steel's ability to service its
steel sheet and tin mill products customers in our European
markets, especially in the Balkan region."

Sartid's production facilities, which are located in northern
Serbia, include an integrated mill with a raw steel design
capacity of 2.4 million net tons. Sartid primarily produces
sheet products and its tinning facility has an annual capacity
of 130,000 net tons. Production from these facilities has been
substantially below its design capacity during the past several
years due to Sartid's financial difficulties. U. S. Steel
believes that the design capacity of these facilities can be
realized with needed rehabilitation and investment.

In an associated agreement, which will become effective upon the
completion of the acquisition, U. S. Steel Balkan commits to
future spending of up to $150 million over five years for
working capital and the repair, rehabilitation, improvement,
modification and upgrade of the facilities. A portion of this
spending is subject to certain conditions related to Sartid's
commercial operations, cash flow and viability. In addition, U.
S. Steel Balkan has agreed to refrain from layoffs for a period
of three years.

Following a successful model used by U. S. Steel Kosice, U. S.
Steel Balkan will conduct economic development activities over
the course of three years and spend no less than $1.5 million on
these efforts. The program will focus on publicizing to global
investors the benefits of establishing manufacturing businesses
in the Republic of Serbia. U. S. Steel Balkan has also agreed to
support community, charitable and sport activities in a total
amount of not less than $5 million during the three-year period
following closing of the transaction.

Goodish also pointed out that, in addition to the purchase
consideration and U. S. Balkan's future commitments, the
commercial agreements U. S. Steel has had with Sartid over the
past year have significantly benefited Sartid, its employees and
Serbian businesses. U. S. Steel Kosice's spending under these
agreements, which has exceeded $50 million, has helped sustain
and improve Sartid's operations in Smederevo and Sabac,
prevented workforce layoffs, and benefited businesses serving
these facilities and Sartid's creditors.

Goodish added that U. S. Steel "strongly supports Serbia's
progress in its democratic, legal and economic reforms. The
purchase of Sartid reflects our commitment to the future of this
country, its economy and its people."

The consummation of the acquisition announced in this release is
subject to several conditions including the successful
completion of anti-monopoly review by competition authorities in
several countries. Future operating results of U. S. Steel
Balkan will depend upon market conditions, costs, shipments,
prices and the ability to achieve the anticipated levels of
steel production. Some factors, among others, that could affect
market conditions, costs, shipments and prices include import
levels, future product demand, prices and mix, global and
company steel production, plant operating performance and
European economic performance and political developments.

                            *   *   *  

As previously reported, Fitch Ratings has assigned a 'B+' rating  
to U.S. Steel's Series B mandatory convertible preferred stock,  
which is consistent with current ratings ('BB' for senior  
unsecured, 'BB+' for secured bank debt). All ratings remain on  
Rating Watch Negative following the company's bid for certain  
assets of National Steel. The company has stated that proceeds  
from the preferred offering will be used for general corporate  
purposes, including funding working capital, financing potential  
acquisitions, debt reduction and voluntary contributions to its  
employee benefit plans. If the company was successful in  
acquiring the assets of National Steel, the proceeds may be used  
to finance a portion of the purchase price. The preferred stock  
is not being issued to recapitalize the company.

US Steel LLC's 10.750% bonds due 2008 (X08USS1), DebtTraders
reports, are priced at 98 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=X08USS1for  
real-time bond pricing.


UTG COMMS: December Working Capital Deficit Tops $1.8 Million
-------------------------------------------------------------
UTG Communications International, Inc. currently holds financial
interests in companies in the telecommunication industry with
the future intention of holding a majority interest in one or
more of these companies. UTG and subsidiaries revenue has
historically been generated from long distance
telecommunications services provided to retail corporate
customers and wholesale customers and from the production, sale
and distribution of music CD's to wholesale and retail customers
in Europe. The Company's remaining subsidiaries Starglobal Ltd.,
Starpoint Cyber Cash AG and United Telecom GmbH are inactive.

Based upon the Company's plan of operation, the Company
estimates that existing resources will not be sufficient to fund
the Company's working capital. As stated above, the Company is
currently holding financial interests in companies in the
telecommunication industry with the future intention of holding
a majority interest in one or more of these companies and
anticipates positive cash flows from operations at that time.
UTG's management is currently negotiating with potential
investors regarding equity financing. There can be no assurances
that sufficient financing will be available on terms acceptable
to the Company or at all. If the Company is unable to obtain
such financing, the Company will be forced to scale back
operating costs and ultimately terminate operations.

As of December 31, 2002, UTG had the following subsidiaries:

A. United Telecom GmbH, an inactive Swiss corporation, 100%
   owned by UTG.

B. Telelines International SA, a Panamanian holding company
   owned 100% by UTG. Telelines has a subsidiary, StarGlobal
   Ltd., an inactive Jersey, Channel Islands corporation owned
   100% by Telelines.

C. Starpoint Cyber Cash AG, a Swiss corporation owned 100% by
   UTG, an inactive company which was incorporated as of October
   22, 2001.

As of December 31, 2002, the Company had two loans, totaling
$333,985 outstanding and bearing an interest rate of 8% and are
payable in full September 10, 2003. As consideration for the
above loans received, the Company agreed to issue 12,000 three-
year warrants to Black Sea. The warrants are exercisable at
various exercise prices. The related debt discount attributable
to these warrants is deemed to be immaterial.

During the nine months ended December 31, 2002, certain accounts
payable due to related parties as of March 31, 2002, were
converted to loans bearing interest at 5% per annum and due June
30, 2003. These loans include one for CHF 504,625 ($363,834),
including accrued interest from the principal shareholder of the
Company, a loan of CHF 111,975 ($80,733), including accrued
interest to a related party of which the president and CEO is
the major shareholder, and two loans for CHF 1,463,651
($866,030), including accrued interest and $142,349, including
accrued interest to a related party of which the president and
CEO of UTG is the major shareholder. Included in the latter loan
is rent payable for fiscal year 2002 in the amount of $34,440.
All principal and interest on these loans is due June 30, 2003.

Furthermore, the Company issued three notes, for a total of CHF
1,000,000 (approximately $721,000), to three Investors. All
notes are due June 30, 2004. The notes accrue interest at a rate
of 5.5% per annum. In addition, UTG issued to these note holders
a total of 23,256 warrants to purchase shares of common stock of
UTG at CHF 43, (approximately $31) per share. All of such
warrants expire on June 30, 2004. The related debt discount
attributable to these warrants is deemed to be immaterial.

At December 31, 2002, UTG had a working capital deficit of
$1,840,399 and an accumulated deficit of $13,436,017, as
compared to a working capital deficit and accumulated deficit of
$3,944,382 and $12,917,035, respectively, at December 31, 2001.
This decrease in working capital deficit is a result of the
disposition of certain subsidiaries.

Accounts payable and accrued expenses amounted to $556,447 at
December 31, 2002, compared to $343,914 at March 31, 2002, an
increase of $212,533, or 61%. This increase is the result of
unpaid operational expenses of the fiscal year 2003.

UTG estimates that existing resources will not be sufficient to
fund its working capital requirements. UTG is actively seeking
additional equity financing. There can be no assurances that
sufficient financing will be available on terms acceptable to
UTG or at all. If UTG is unable to obtain such financing, UTG
will be forced to scale back operating costs and ultimately
terminate operations.


VELTRI METAL: Net Loss Narrows to $4.5MM in December Quarter
------------------------------------------------------------
Automotive parts supplier Veltri Metal Products, Inc. reported a
net loss for its latest quarter.  For the full year, the loss
before an extraordinary gain is sharply reduced from that of the
prior year.

For the quarter ended December 31, 2002, Veltri reported a net
loss of $4.5 million, compared to a loss before extraordinary
gain of $37.4 million during the year-earlier period. As
summarized in the table below, the operating results for both
periods included certain items that impact comparability between
periods. Excluding the effects of these items, adjusted net loss
for the quarter ended December 31, 2002, was $2.4 million
compared to an adjusted net income of $0.5 million during the
year-earlier period. Quarterly net sales were $55.2 million as
compared to $62.4 million for the year-earlier period, due to
customer in sourcing of certain parts and selling price
reductions.

For the full year ended December 31, 2002, Veltri reported a net
loss of $0.2 million compared to a loss before extraordinary
gain of $49.7 million in the prior year. As summarized in the
table below, the operating results for both periods included
certain items that impact comparability between periods.
Excluding the effects of these items, adjusted net loss for the
year ended December 31, 2002, was $0.2 million compared to an
adjusted net loss of $8.1 million during the prior year. Results
in 2002 benefited from $6.5 million in lower interest costs
primarily due to the conversion of debt to common stock in
connection with the Company's emergence from bankruptcy in
December 2001. Net sales for the full year were $254.0 million
as compared to $258.3 million for prior year.

The Company also announced earnings before interest, taxes,
depreciation and amortization (EBITDA) in the fourth quarter of
$3.2 million, compared to $9.5 million during the year-earlier
period. The year-earlier period benefited from the $2.5 million
non-recurring credit. EBITDA for the full year was $21.7 million
as compared to $21.4 million for the prior year.

Outstanding indebtedness and net of cash at the end of the year
was $72.5 million, compared to $67.9 million at the end of the
prior year.

Michael Veltri, President and CEO, said, "The results for 2002
demonstrate the continued success of the efforts initiated in
2001. During the fourth quarter, the Company received long-term
annual sales awards and continued to quote on prospective awards
to fill unused capacity." Mr. Veltri stated, "Despite continuing
price-down pressure and some in-sourcing by the vehicle
manufacturers, we were able to improve our results through new
business awards, continuous improvement and cost reduction
initiatives. We are also most excited about the continued
success in all our new product launches such as the Honda Pilot
and Element, and the successful launch of our product on the new
Chrysler Pacifica arriving in dealer showrooms now. In early
March, we broke ground on a new 110,000 sq. ft. manufacturing
and office facility in Lakeshore, Ontario to support new
business from our vehicle manufacturing customers."

In early March 2003, the Company decided to close the J&R
Manufacturing division, in Harrison Township, Michigan, which
had sales of $7.5 million and negative EBITDA in 2002. J&R
produces prototype parts and low- volume production stampings.
In addition to the $2.1 million impairment loss recognized in
the fourth quarter of 2002 (as shown in the table), the Company
expects to record a charge for the closure of J&R in the first
quarter of 2003. The Company does not expect this closure to
have any material effect on its remaining business.

On March 13, 2003, the Company received notification from the
State of Michigan Department of Consumer and Industry Services,
General Industry Safety Division, of three claims against its
Royal Oak, Michigan facility: (a) a reversion of a previous
settlement agreement; (b) failure to abate violations, and (c) a
citation of penalties relating to alleged violations of Michigan
OSHA regulations. Included in the notification was the
imposition of penalties amounting to $690,500. The Company has
begun an investigation into the allegations, but at this time
believes the facility is in material compliance and,
accordingly, has appealed the notification. Moreover, the
Company believes strongly that the Royal Oak facility is a safe
workplace, as evidenced by its below-average injury rate
compared to all metal stampers.

Looking ahead, 2003 will be a challenging year for the Company.
Of particular importance to Veltri is the extended model
changeover at the DaimlerChrysler Brampton, Ontario plant from
the "LH" vehicle platform to the new "LX" platform in the second
half of 2003. This will result in underutilized capacity during
this period. The market facing the vehicle manufacturers could
be difficult this year and this will translate into a challenge
for the automotive supplier industry. The vehicle manufacturers'
emphasis on cost-downs and continuous improvement, coupled with
the weak market, the potential for labor disruption and the
impact of the situation in the Middle East, all will negatively
impact earnings. These factors are amplified by the capital-
intensive nature of the metal stamping sector. The Company also
must refinance its debt by June 30, 2003, in a tight capital
market.

The steps taken by Veltri in 2001 and 2002 have positioned the
Company in a positive posture to respond to the challenges of
2003.

As indicated above, the periods presented include certain
restructuring, reorganization, impairment and other items
related to the Company's emergence from bankruptcy in December
2001, that affect comparability. Adjusted net income excludes
the impairment loss discussed above and other previously
disclosed items.

Veltri Metal Products, Inc., is a leading full-service Tier One
designer and manufacturer of high quality, stamped metal
components and complex assemblies used by North American
automotive vehicle manufacturers including DaimlerChrysler,
General Motors Corporation, Honda Motors Co., Ltd., Ford Motor
Company and other Tier One suppliers. The Company specializes in
underbody/chassis and unexposed body structure assemblies for
passenger cars, light trucks and full-size vans. Veltri's
products include frame rail assemblies, inner quarter panels,
rear ladder modules, cross member assemblies and trailer hitch
assemblies. The Company operates nine facilities throughout
North America and generates sales of approximately US$250
million. The Company and its management team are highly
respected within the automotive industry for their expertise in
supplying multi-component, complex stamping assemblies, an
outstanding new program launch record and strong customer and
employee relationships. The Company employs over 1,600 people at
manufacturing facilities in the United States and Canada and is
headquartered in Troy, Michigan.


W.R. GRACE: Wants Extension to Oct. 1 to Decide on Leases
---------------------------------------------------------
W.R. Grace & Co. and its debtor-affiliates ask Judge Fitzgerald
to extend its deadline to decide whether to assume, assume and
assign, or reject unexpired non-residential real property leases
until October 1, 2003.

The Debtors make it clear this request is without prejudice to
their right to request a further extension of the deadline, and
without prejudice to any lessor's right to request to shorten
the lease decision period on a particular lease.

The Debtors remind Judge Fitzgerald that they are parties to
several hundred unexpired leases that fall into two major
categories:

     (a) real property leases for offices and plants throughout
         the United States and Puerto Rico; and

     (b) leases where the Debtors are lessees of commercial real
         estate, often retail stores, restaurants, and other
         similar facilities most of which have been sub-leased
         to other tenants.

These leases are important assets of the estate, that the
decision to assume or reject is central to any plan of
reorganization.  Furthermore, these cases are large and complex,
and involve many leases.  Since the first extension order
was entered, the Debtors' management and professionals have been
consumed with the operation of the Debtors' businesses and the
resolution of a number of complex business decisions.
Furthermore, the Debtors have focused on defining the mounting
asbestos-related litigation liabilities that they contend
precipitated these Chapter 11 cases.  The Debtors are emphatic
that these Chapter 11 cases were not commenced because of
"difficulties with the Debtors' core businesses."  Resolution of
the asbestos issues will involve significant litigation that
will take time.  The Debtors have not yet intelligently
appraised each lease's value to its plan, and until the asbestos
issues are resolved, little progress can be made toward
developing a viable plan of reorganization.

The Debtors assure Judge Fitzgerald that they are current in all
of their postpetition rent payments and other contractual
obligations with respect to the unexpired leases.  The Debtors
intend to continue to timely pay all rent obligations on leases
until they are either rejected or assumed, and will continue to
timely perform their contractual obligations with respect to the
assumed leases.  As a result, the Debtors' continued occupation
of the relevant real property -- whether directly or as
sublessees -- will not prejudice the lessors of the real
property or cause the lessors to incur damages that cannot be
recompensed under the Bankruptcy Code.

By application of Del.Bankr.L.R 9006-2, the current deadline is
automatically extended through the conclusion of the April 28,
2003 hearing. (W.R. Grace Bankruptcy News, Issue No. 38;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


W.R. GRACE: Renews $250 Mil. Credit Facility From BofA-Led Group
----------------------------------------------------------------
W. R. Grace & Co. (NYSE:GRA) announced that it had completed the
renewal and extension of its $250 million debtor-in-possession
credit facility with a lending group led by Bank of America,
N.A.

The facility, which is available for normal business purposes,
now extends to the earlier of April 1, 2006 or Grace's emergence
from Chapter 11.

Grace is a leading global supplier of catalysts and silica
products, specialty construction chemicals, building materials,
and sealants and coatings. With annual sales of approximately
$1.8 billion, Grace has over 6,000 employees and operations in
nearly 40 countries. For more information, visit Grace's Web
site at http://www.grace.com


* DebtTraders' Real-Time Bond Pricing
-------------------------------------

Issuer               Coupon   Maturity  Bid - Ask  Weekly change
------               ------   --------  ---------  -------------
Federal-Mogul         7.5%    due 2004  13.5 - 14.5       0.0
Finova Group          7.5%    due 2009  35.0 - 36.0       0.0     
Freeport-McMoran      7.5%    due 2006  100.5 - 101.5     0.0
Global Crossing Hldgs 9.5%    due 2009   2.75 - 3.25      0.0
Globalstar            11.375% due 2004  5.0  - 6.0        0.0
Lucent Technologies   6.45%   due 2029  63.5 - 65.5       0.0
Polaroid Corporation  6.75%   due 2002   6.0 - 7.0       -0.5
Terra Industries      10.5%   due 2005  82.0 - 84.0       0.0
Westpoint Stevens     7.875%  due 2005  24.0 - 26.0      -6.0
Xerox Corporation     8.0%    due 2027  73.5 - 74.5      +1.0

                          *********

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 ***